RAVE RESTAURANT GROUP, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures 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 disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure 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 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 specified in the SEC’s rules and forms. Management’s Annual Report on Internal Control over Financial Reporting 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 Exchange Act of 1934). 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 over financial reporting. 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 the Treadway Commission. Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of June 30, 2024. ITEM 9B. OTHER INFORMATION. During the quarter ended June 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 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 120 days after the end of the fiscal year covered by this report. ITEM 11. EXECUTIVE COMPENSATION. 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 120 days after the end of the fiscal year covered by this report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 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 120 days after the end of the fiscal year covered by this report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. 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 120 days after the end of the fiscal year covered by this report. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 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 120 days after the end of the fiscal year covered by this report. 17 Index PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 1. The financial statements filed as part of this report are listed in the Index to Consolidated Financial Statements and Supplementary Data appearing on page F-1 of this report on Form 10-K. 2. Any financial statement schedule filed as part of this report is listed in the Index to Consolidated Financial Statements and Supplementary Data appearing on page F-1 of this report on Form 10-K. 3. Exhibits: 3.1 Amended and Restated Articles of Incorporation of Rave Restaurant Group, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 8, 2015). 3.2 Amended and Restated Bylaws of Rave Restaurant Group, Inc. (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed January 8, 2015). 4.1 Description of Registrant’s Securities. (filed as Exhibit 4.4 to Form 10-K for the fiscal year ended June 27, 2021 and incorporated herein by reference). 10.1 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).* 10.2 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).* 10.3 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 incorporated herein by reference).* 10.4 Lease Agreement dated November 1, 2016, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.4 to Form 10-K for the year ended June 30, 2019 and incorporated herein by reference).* 10.5 First Amendment to Lease and Expansion dated July 1, 2017, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.5 to Form 10-K for the year ended June 30, 2019 and incorporated herein by reference).* 10.6 Second Amendment to Lease Agreement effective June 1, 2020, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.6 to Form 10-K for the fiscal year ended June 27, 2021 and incorporated herein by reference). 10.7 Letter agreement dated October 18, 2019, between Rave Restaurant Group, Inc. and Brandon Solano (filed as Exhibit 10.1 to Form 8-K filed October 21, 2019 and incorporated herein by reference).* 10.8 Letter agreement dated March 25, 2024, between Rave Restaurant Group, Inc. and Jay Rooney (filed as Exhibit 10.1 to Form 8-K filed March 26, 2019 and incorporated herein by reference).* 21.1 List of Subsidiaries (filed as Exhibit 21.1 to Form 10-K filed September 30, 2019 and incorporated herin by reference).* 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. 32.1 Section 1350 Certification of Principal Executive Officer. 32.2 Section 1350 Certification of Principal Financial Officer. 101 Interactive data files pursuant to Rule 405 of Regulation S-T. *Management contract or compensatory plan or agreement. ITEM 16. FORM 10-K SUMMARY. None. 18 Index SIGNATURES 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 undersigned, thereunto duly authorized. Rave Restaurant Group, Inc. Date: September 26, 2024 By: /s/ Brandon L. Solano Brandon L. Solano Chief Executive Officer (principal executive officer) By: /s/ Jay D. Rooney Jay D. Rooney Chief Financial Officer (principal financial officer) 19 Index 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 Date /s/ Brandon L. Solano Brandon L. Solano Chief Executive Officer (principal executive officer) September 26, 2024 /s/ Jay D. Rooney Jay D. Rooney Chief Financial Officer (principal financial officer) September 26, 2024 /s/ Mark E. Schwarz Mark E. Schwarz Director and Chairman of the Board September 26, 2024 /s/ Robert B. Page Robert B. Page Director September 26, 2024 /s/ William C. Hammett, Jr. William C. Hammett, Jr. Director September 26, 2024 /s/ Clinton J. Coleman Clinton J. Coleman Director September 26, 2024 20 Index RAVE RESTAURANT GROUP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Description Page No. Report of Independent Registered Public Accounting Firm ( Whitley Penn LLP , PCAOB ID: 726 ) F-2 Consolidated Statements of Income for the fiscal years ended June 30, 2024 and June 25, 2023 F-4 Consolidated Balance Sheets at June 30, 2024 and June 25, 2023 F-5 Consolidated Statements of Shareholders’ Equity for the fiscal years ended June 30, 2024 and June 25, 2023 F-6 Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2024 and June 25, 2023 F-7 Notes to Consolidated Financial Statements F-8 F-1 Index REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors Rave Restaurant Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rave Restaurant Group, Inc and subsidiaries (the “Company”) as of June 30, 2024 and June 25, 2023, and the related consolidated statements of income, shareholders’ equity, and cash flows for the fiscal years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and June 25, 2023, and the results of their operations and their cash flows for the fiscal years then ended, in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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 entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F-2 Index Critical Audit Matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical 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 disclosures to which it relates. Assessment of Realizability of Deferred Tax Assets Critical Audit Matter Description As disclosed in Note A and Note E to the consolidated financial statements, the Company recognizes deferred income taxes for tax attributes and 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. The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. In assessing the need for the valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets. Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance. As of June 30, 2024, the Company has deferred tax assets of approximately $4.8 million. Auditing management’s assessment of recoverability of deferred tax assets involved subjective estimation and complex auditor judgment in 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. How We Addressed the Matter We evaluated the assumptions used by the Company to develop projections of future taxable income, including the pre-tax income, by income tax jurisdiction and tested the completeness and accuracy of the underlying data used in the projections. For example, we compared the projections of pre-tax income with the actual results of prior periods, as well as management’s consideration of current industry and economic trends. We also compared the projections of future pre-tax income with other forecasted financial information prepared by the Company. With the assistance of our income tax specialists, we evaluated the methodology and models used in management’s forecasting of the reversal of 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. We have served as the Company’s auditor since 2023. /s/ Whitley Penn LLP Plano, Texas September 26, 2024 F-3 Index RAVE RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Fiscal Year Ended June 30, 2024 June 25, 2023 REVENUES $ 12,150 $ 11,889 COSTS AND EXPENSES General and administrative expenses 5,267 5,490 Franchise expenses 3,656 3,956 Impairment of long-lived assets and other lease charges — 5 Provision for credit losses 69 73 Interest (income) expense ( 153 ) 1 Depreciation and amortization expense 219 214 Total costs and expenses 9,058 9,739 INCOME BEFORE TAXES 3,092 2,150 Income tax expense ( 619 ) ( 537 ) NET INCOME $ 2,473 $ 1,613 INCOME PER SHARE OF COMMON STOCK - BASIC $ 0.17 $ 0.11 INCOME PER SHARE OF COMMON STOCK - DILUTED $ 0.17 $ 0.10 Weighted average common shares outstanding - basic 14,446 15,323 Weighted average common shares outstanding - diluted 14,630 15,911 See accompanying Notes to Consolidated Financial Statements. F-4 Index RAVE RESTAURANT GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) June 30, 2024 June 25, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,886 $ 5,328 Short term investments 4,945 — Accounts receivable, less allowance for credit losses of $ 57 and $ 58 , respectively 1,411 1,145 Notes receivable, current 68 105 Assets held for sale 33 19 Deferred contract charges, current 26 33 Prepaid expenses and other current assets 167 204 Total current assets 9,536 6,834 LONG-TERM ASSETS Property and equipment, net 182 258 Operating lease right of use assets, net 817 1,227 Intangible assets definite-lived, net 252 328 Notes receivable, net of current portion 79 28 Deferred tax asset, net 4,756 5,342 Deferred contract charges, net of current portion 197 220 Total assets $ 15,819 $ 14,237 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable - trade $ 359 $ 502 Accrued expenses 915 890 Operating lease liabilities, current 402 464 Deferred revenues, current 343 342 Total current liabilities 2,019 2,198 LONG-TERM LIABILITIES Operating lease liabilities, net of current portion 555 958 Deferred revenues, net of current portion 543 690 Total liabilities 3,117 3,846 COMMITMENTS AND CONTINGENCIES (SEE NOTE I) SHAREHOLDERS’ EQUITY Common stock, $ 0.01 par value; authorized 26,000,000 shares; issued 25,522,171 and 25,090,058 shares, respectively; outstanding 14,586,566 and 14,154,453 shares, respectively 255 251 Additional paid-in capital 37,563 37,729 Retained earnings 4,912 2,439 Treasury stock, at cost Shares in treasury: 10,935,605 and 10,935,605 respectively ( 30,028 ) ( 30,028 ) Total shareholders’ equity 12,702 10,391 Total liabilities and shareholders’ equity $ 15,819 $ 14,237 See accompanying Notes to Consolidated Financial Statements. F-5 Index RAVE RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) Common Stock Additional Paid-in Retained Earnings Treasury Stock Total Shares Amount Capital Shares Amount Balance, June 26, 2022 25,090 $ 251 $ 37,384 $ 826 ( 7,579 ) $ ( 25,049 ) $ 13,412 Stock compensation expense — — 345 — — — 345 Purchase of treasury stock — — — — ( 3,357 ) ( 4,979 ) ( 4,979 ) Net income — — — 1,613 — — 1,613 Balance, June 25, 2023 25,090 $ 251 $ 37,729 $ 2,439 ( 10,936 ) $ ( 30,028 ) $ 10,391 Common Stock Additional Paid-in Retained Earnings Treasury Stock Total Shares Amount Capital Shares Amount Balance, June 25, 2023 25,090 $ 251 $ 37,729 $ 2,439 ( 10,936 ) $ ( 30,028 ) $ 10,391 Stock compensation expense — — 149 — — — 149 Issuance of vested restricted stock units, net of shares withheld for taxes 432 4 ( 315 ) — — — ( 311 ) Net income — — — 2,473 — — 2,473 Balance, June 30, 2024 25,522 $ 255 $ 37,563 $ 4,912 ( 10,936 ) $ ( 30,028 ) $ 12,702 See accompanying Notes to Consolidated Financial Statements. F-6 Index RAVE RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year Ended June 30, 2024 June 25, 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,473 $ 1,613 Adjustments to reconcile net income to cash provided by operating activities: Amortization of discount on short term investment ( 50 ) — Impairment of long-lived assets and other lease charges — 5 Stock-based compensation expense 149 345 Depreciation and amortization 135 141 Amortization of operating right of use assets 410 437 Amortization of intangible assets definite-lived 84 73 Non cash lease expense 46 — Provision for credit losses 69 73 Deferred income tax 586 430 Changes in operating assets and liabilities: Accounts receivable ( 335 ) 763 Notes receivable ( 119 ) 28 Deferred contract charges 30 7 Prepaid expenses and other current assets 37 ( 58 ) Accounts payable - trade ( 143 ) ( 167 ) Accrued expenses 25 ( 272 ) Operating lease liabilities ( 511 ) ( 490 ) Deferred revenues ( 146 ) ( 299 ) Cash provided by operating activities 2,740 2,629 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short term investments ( 10,115 ) — Maturities of short term investments 5,220 — Payments received on notes receivable 105 212 Proceeds from sale of assets 3 7 Purchase of intangible assets definite-lived ( 8 ) ( 169 ) Purchase of property and equipment ( 76 ) ( 65 ) Cash used in investing activities ( 4,871 ) ( 15 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of treasury stock — ( 4,979 ) Taxes paid on issuance of restricted stock units ( 311 ) — Payments on short term loan — ( 30 ) Cash used in financing activities ( 311 ) ( 5,009 ) Net decrease in cash and cash equivalents ( 2,442 ) ( 2,395 ) Cash and cash equivalents, beginning of year 5,328 7,723 Cash and cash equivalents, end of year $ 2,886 $ 5,328 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest $ — $ 1 Income taxes (net of refunds) $ 5 $ 87 See accompanying Notes to Consolidated Financial Statements. F-7 Index RAVE RESTAURANT GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Description of Business: Rave Restaurant Group, Inc., and its subsidiaries (collectively referred to as the “Company”, or in the first person notations of “we”, “us” and “our”) franchise pizza buffet, delivery/carry-out, express restaurants and ghost kitchens domestically and internationally under the trademark “Pizza Inn” and franchise domestic fast casual restaurants under the trademarks “Pie Five Pizza Company” or “Pie Five”. The Company also licenses pizza kiosks under the “Pizza Inn” trademark. We facilitate the procurement and distribution of food, equipment and supplies to our domestic and international system of restaurants through agreements with third party distributors. As of June 30, 2024, we had 126 franchised Pizza Inn restaurants, 20 franchised Pie Five Units, and three licensed Pizza Inn Express, or PIE, kiosks (“PIE Units”). The 102 domestic franchised Pizza Inn restaurants were comprised of 78 pizza buffet restaurants (“Buffet Units”), six delivery/carry-out restaurants (“Delco Units”), 17 express restaurants (“Express Units”), and one ghost kitchen (“Pizza Inn Ghost Kitchen Units”). As of June 30, 2024, there were 24 international franchised Pizza Inn restaurants. Domestic Pizza Inn restaurants and kiosks were located predominantly in the southern half of the United States, with Texas, North Carolina, Arkansas and Mississippi accounting for approximately 23 %, 16 %, 14 % and 10 %, respectively, of the total number of domestic units. Principles of Consolidation: The consolidated financial statements include the accounts of Rave Restaurant Group, Inc. and its subsidiaries, all of which are wholly owned. All appropriate inter-company balances and transactions have been eliminated. Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Short Term Investments: The Company holds short term investments in treasury bills, classified as trading securities. Accordingly, interest income is recorded through the Consolidated Statements of Income, when earned. Management has elected to classify all treasury bills as short-term, regardless of their maturity dates, as these are readily available to fund current operations and can be liquidated at any time at the discretion of the Company. As of June 30, 2024 and June 25, 2023, the Company held treasury bills valued at $ 4.9 million and zero , respectively, which are included within short term investments on the accompanying Consolidated Balance Sheets. Interest income is reflected in the accompanying Consolidated Statements of Income and Cash Flows. For the years ended June 30, 2024 and June 25, 2023, interest income recognized on the treasury bills was $ 151 thousand and zero , respectively. Fair Value Measurements: Assets and liabilities carried at fair value are categorized based on the level of judgment associated with the inputs used to measure their fair value. Authoritative guidance for fair value measurements establishes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three levels: Level 1: Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date for the duration of the instrument’s anticipated life. Level 3: Inputs are unobservable and therefore reflect management’s best estimate of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Company’s investments in U.S. Treasury bills at June 30, 2024 and June 25, 2023, was determined using level 1 observable inputs. Management believes the carrying amounts of other financial instruments at June 30, 2024 and June 25, 2023, including cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to their short term maturities. The following table summarizes the Company’s financial assets and financial liabilities measured at fair value at June 30, 2024: Fair Value Measurements Level 1 Level 2 Level 3 Total U.S. Treasury bills $ 4,944,929 $ — $ — $ 4,944,929 $ 4,944,929 $ — $ — $ 4,944,929 The Company did no t have any financial assets or liabilities at June 25, 2023 that were measured at fair value. The Company has no financial assets or liabilities classified within Level 3 of the valuation hierarchy. These items are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Concentration of Credit Risk: Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250 thousand per institution. At June 30, 2024 and June 25, 2023, the Company had cash and cash equivalent balances in excess of FDIC insurance coverage of approximately $ 2.4 million and $ 5.1 million, respectively. We do not believe we are exposed to any significant credit risk on cash and cash equivalents. The Company invests in U.S. Treasury bills, which are considered short term investments. While U.S. Treasury bills are not insured by the FDIC, they are backed by the full faith and credit of the United States government. As a result, the Company believes the credit risk associated with these investments is minimal. Notes receivable, which potentially subject the Company to concentrations of credit risk, consist primarily of promissory notes from franchise agreements and structured Company-financed sales of assets. At June 30, 2024 and June 25, 2023, 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 maturities. As of June 30, 2024, the Company had one short term notes receivable and three long term notes receivable with four franchisees. The financed asset sales were executed with a weighted average interest rate of 4.8 %. Principal payments are due monthly and mature from January 1, 2025 to January 1, 2027. F-8 Index Property and Equipment : Property and equipment are stated at cost less accumulated depreciation and amortization. Repairs and maintenance are charged to operations as incurred while major renewals and betterments are capitalized. Upon the sale or disposition of any property or equipment, the asset and the related accumulated depreciation or amortization are removed from the accounts and the gain or loss is included in operations. 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. 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 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: The Company reviews long-lived assets for impairment when events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is evaluated based on the sum of undiscounted estimated future cash flows expected to result from use and eventual disposition of the assets compared to their carrying value. If impairment is indicated, the carrying value of an impaired asset is reduced to its fair value, based on discounted estimated future cash flows. The Company recognized, pre-tax, non-cash impairment charges of zero and $ 5 thousand during fiscal 2024 and 2023, respectively. The Company had $ 0.1 million and $ 0.2 million in sublease income during fiscal 2024 and 2023, respectively. Accounts Receivable and Allowance for Credit Losses: Accounts receivable consist primarily of receivables generated from franchise royalties and supplier concessions. The Company records an allowance for credit losses to allow for any amounts that may be unrecoverable based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Finance charges may be accrued at a rate of 18 % per year, or up to the maximum amount allowed by law, on past due receivables. The interest income recorded from finance charges is immaterial. The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high risk accounts receivable. Provision for credit losses decreased by $ 4 thousand to $ 69 thousand in fiscal 2024 compared to $ 73 thousand in fiscal 2023 primarily related to collectability concerns on international accounts receivable. Changes in the allowance for credit losses from continuing operations consisted of the following (in thousands): June 30, 2024 June 25, 2023 Beginning balance $ 58 $ 27 Provision for credit losses 69 73 Amounts written off ( 70 ) ( 42 ) Ending balance $ 57 $ 58 Notes Receivable: Notes receivable primarily consist of promissory notes arising from franchisee agreements and structured Company-financed sales of assets. The majority of amounts and terms are evidenced by formal promissory notes and personal guarantees. All notes allow for early payment without penalty. Fixed principal payments are due monthly. Notes receivable mature at various dates through 2027 and bore interest at a weighted average rate of 4.8 % at June 30, 2024. Notes receivable are reported at original issue amount less principal repaid, reduced by an allowance for credit losses. An allowance for expected credit losses is determined based on a specific assessment of all notes that are delinquent or determined to be doubtful to be collected. Notes are considered delinquent if the repayment terms are not met. All amounts deemed to be uncollectible are charged against the allowance for credit losses in the period that determination is made. The allowance for credit losses for notes receivable incorporates an estimate of lifetime expected credit losses and is recorded on each note upon asset origination. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. As of June 30, 2024 and June 25, 2023, there were no modifications to notes receivable. In evaluating the notes receivable, the Company determines that the notes are pooled based on historical collections and write-offs for purposes of determining its allowance for credit losses related to notes receivable. These notes have an amortized cost of approximately $ 147 thousand and $ 133 thousand at June 30, 2024 and June 25, 2023, respectively. Historical loss information for notes receivable at the Company shows a 0 % loss rate over the contractual term . As of June 30, 2024 and June 25, 2023, the Company has no t recorded any allowance for credit losses related to the notes receivable balances. Additionally, as of June 30, 2024 and June 25, 2023, the Company did no t have any notes receivable with past due or non-accrual status. The total amount of write-offs of notes receivable were zero for the fiscal years ended June 30, 2024 and June 25, 2023. F-9 Index The expected principal collections on notes receivable for the next two years are as follows as of June 30, 2024 (in thousands): Notes Receivable 2025 $ 68 2026 79 $ 147 Income Taxes: Income taxes are accounted for using the asset and liability method pursuant to the authoritative guidance on ASC 740 Accounting for Income Taxes . 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 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. The Company recognizes future tax benefits to the extent that realization of such benefits is more likely than not. The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. In assessing the need for a valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets. Future sources of taxable income are also considered in determining the amount of any required valuation allowance. There are no material uncertain tax positions. Management’s position is that all relevant requirements are met and necessary returns have been filed, and 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 will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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 ultimate resolution. From time to time, the Company may be assessed interest and penalties by taxing authorities. In those cases, the charges are recorded as income tax expense, as incurred, in the Consolidated Statements of Income. Revenue Recognition: Revenue is measured based on consideration specified in contracts with customers and excludes incentives and amounts collected on behalf of third parties, primarily sales tax. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. The following describes principal activities, separated by major product or service, from which the Company generates its revenues: Franchise Revenues Franchise revenues consist of 1) franchise royalties, 2) supplier and distributor incentive revenues, 3) franchise license fees, 4) area development exclusivity fees and foreign master license fees, 5) advertising 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. Franchise license fees are typically billed upon execution of the franchise agreement and amortized over the term of the franchise agreement, which typically range from five to 20 years . Fees received for renewal periods are amortized over the life of the renewal period. In the event of a closed franchise or defaulted development agreement, the remaining balance of unamortized license fees will be recognized in entirety as of the date of the closure or default. F-10 Index Area development exclusivity fees and foreign master license fees are typically billed upon execution of the area development and foreign master license agreements. Area development exclusivity fees are included in deferred revenue in the accompanying Consolidated Balance Sheets and allocated on a pro rata basis to all stores opened under that specific development agreement as the stores are opened. Area development exclusivity fees that include rights to sub-franchise are amortized as revenue over the term of the contract. Advertising fund contributions for Pizza Inn and Pie Five units represent contributions collected where we have control over the activities of the fund. Contributions are based on a percentage of net retail sales. We have determined that we are the principal in these arrangements, and advertising fund contributions and expenditures are, therefore, reported on a gross basis in the Consolidated Statements of Income. In general, we expect such advertising fund contributions and expenditures to be largely offsetting and, therefore, do not expect a significant impact on our reported income before income taxes. Our obligation related to these funds is to develop and conduct advertising activities. Pizza Inn and Pie Five marketing fund contributions are billed and collected weekly or monthly. Supplier convention funds are deferred until the obligations of the agreement are met and the event takes place. Rental income is income from our subleasing of some of our restaurant space to third parties. Total revenues consist of the following (in thousands): Fiscal Year Ended June 30, 2024 June 25, 2023 Franchise royalties $ 4,844 $ 4,978 Supplier and distributor incentive revenues 4,833 4,418 Franchise license fees 281 152 Area development exclusivity fees and foreign master license fees 15 18 Advertising funds contributions 1,814 1,943 Supplier convention funds 217 172 Rental income 131 186 Other 15 22 $ 12,150 $ 11,889 The opening balance of accounts receivable on June 26, 2022 was $ 2.0 million. The opening balance of deferred revenues on June 26, 2022 was $ 1.3 million. Revenue recognized in fiscal 2024 that was in the deferred revenue balance at June 25, 2023 was $ 0.5 million. Stock-Based Compensation: The Company accounts for stock options using the fair value recognition provisions of the authoritative guidance on stock-based payments. The Company uses the Black-Scholes formula to estimate the value of stock-based compensation for options granted to employees and directors and expects to continue to use this acceptable option valuation model in the future. The authoritative guidance also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow. RSUs represent the right to receive shares of common stock upon the satisfaction of vesting requirements, performance criteria and other terms and conditions. Compensation cost for RSUs is measured as an amount equal to the fair value of the RSUs on the date of grant and is expensed over the vesting period if achievement of the performance criteria is deemed probable, with the amount of the expense recognized based on the best estimate of the ultimate achievement level. Fair Value of Financial Instruments: The carrying amounts of accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments. Contingencies: 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 ASC 450 Accounting for Contingencies . 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 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. F-11 Index Use of Management Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect its reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. The Company bases its estimates on historical experience and other various assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed periodically. Actual results could differ materially from estimates. Fiscal Year: The Company’s fiscal year ends on the last Sunday in June. The fiscal year ended June 30, 2024 contained 53 weeks and the fiscal year ended June 25, 2023 contained 52 weeks. Recently Adopted Accounting Guidance: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” or “standard”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Subsequently, the FASB issued several clarifying standard updates to clarify and improve the ASU. These ASUs significantly change how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model that will be based on an estimate of current expected credit loss (“CECL”). Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in Topic 326 were trade accounts receivable and notes receivable. The Company adopted the standard effective June 26, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new and enhanced disclosures only. NOTE B - PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS: Property and equipment consist of the following (in thousands): Estimated Useful Lives June 30, 2024 June 25, 2023 Equipment, furniture and fixtures 3 - 7 yrs $ 1,173 $ 1,114 Leasehold improvements 10 yrs or lease term, if shorter 472 472 1,645 1,586 Less: accumulated depreciation/amortization ( 1,463 ) ( 1,328 ) $ 182 $ 258 Depreciation and amortization expense for property and equipment was approximately $ 135 thousand and $ 141 thousand for the fiscal years ended June 30, 2024 and June 25, 2023, respectively. Intangible assets consist of the following (in thousands): June 30, 2024 June 25, 2023 Estimated Useful Lives Acquisition Cost Accumulated Amortization Net Value Acquisition Cost Accumulated Amortization Net Value Trademarks and tradenames 10 years $ 278 $ ( 258 ) $ 20 $ 278 $ ( 248 ) $ 30 Name change 15 years 70 ( 44 ) 26 70 ( 39 ) 31 Prototypes 5 years 347 ( 141 ) 206 339 ( 72 ) 267 $ 695 $ ( 443 ) $ 252 $ 687 $ ( 359 ) $ 328 Amortization expense for intangible assets was approximately $ 84 thousand and $ 73 thousand for the fiscal years ended June 30, 2024 and June 25, 2023, respectively. NOTE C - ACCRUED EXPENSES: Accrued expenses consist of the following (in thousands): June 30, 2024 June 25, 2023 Compensation $ 771 $ 776 Professional fees 127 93 Other 17 21 $ 915 $ 890 F-12 Index NOTE D - EMPLOYEE RETENTION CREDIT: On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”) was signed into law. The CAA expanded eligibility for an employee retention credit for companies impacted by the COVID-19 pandemic with fewer than five hundred employees and at least a twenty percent decline in gross receipts compared to the same quarter in 2019, to encourage retention of employees. This payroll tax credit was a refundable tax credit against certain federal employment taxes. For the fiscal year ended June 26, 2022, the Company recorded $ 0.7 million of other income for the employee retention credit. As of June 30, 2024, $ 0.6 million has been received and $ 0.1 million is still outstanding and included within accounts receivable on the accompanying Consolidated Balance Sheets . NOTE E - INCOME TAXES: Provision for income taxes from continuing operations consists of the following (in thousands): Fiscal Year Ended June 30, 2024 June 25, 2023 Current - Federal $ — $ — Current - State ( 33 ) ( 107 ) Deferred - Federal ( 530 ) ( 394 ) Deferred - State ( 56 ) ( 36 ) Provision for income taxes $ ( 619 ) $ ( 537 ) The effective income tax rate varied from the statutory rate for the fiscal years ended June 30, 2024 and June 25, 2023 as reflected below (in thousands): June 30, 2024 June 25, 2023 Federal income taxes based on a statutory rate of 21 % $ ( 649 ) $ ( 452 ) State income taxes (net of federal benefit) ( 82 ) ( 119 ) Permanent adjustments 128 ( 7 ) Return to provision ( 16 ) 49 Other — ( 8 ) Provision for income taxes $ ( 619 ) $ ( 537 ) F-13 Index The tax effects of temporary differences that give rise to the net deferred tax assets consisted of the following (in thousands): June 30, 2024 June 25, 2023 Allowance for bad debt $ 13 $ 13 Deferred fees 58 49 Other reserves and accruals 475 619 Operating lease liabilities 222 330 Credit carryforwards 156 156 Net operating loss carryforwards 4,057 4,521 Total deferred tax assets $ 4,981 $ 5,688 Right-of-use asset ( 190 ) ( 285 ) Other deferred tax liabilities ( 35 ) ( 61 ) Total deferred tax liabilities $ ( 225 ) $ ( 346 ) Net deferred tax asset $ 4,756 $ 5,342 The Company utilized net operating losses to offset federal taxes. At the end of tax year June 30, 2024, the Company had federal net operating loss carryforwards totaling $ 18.9 million that are available to reduce future taxable income and will begin to expire in 2035 . Under the Tax Cuts and Jobs Act, approximately $ 1.3 million of the loss carryforwards are limited to 80 % and do not expire. Tax years that remain subject to examination by the IRS are the years ended June 28, 2021 through June 25, 2023 . Tax years that remain subject to examination by state authorities are the years ended June 30, 2020 through June 25, 2023 . The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. In assessing the need for a valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets. Future sources of taxable income are also considered in determining the amount of any required valuation allowance. As of June 30, 2024 and June 25, 2023, the Company determined that no valuation allowance was necessary. There are no material uncertain tax positions. Management’s position is that all relevant requirements are met and necessary returns have been filed, and therefore the tax positions taken on the tax returns would be sustained upon examination. NOTE F - LEASES: The Company leases its 19,576 square foot corporate office facility with average annual lease payments of approximately $ 18.00 per square foot. This lease began on January 2, 2017 and has a ten-year term. 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. The Company determines if an arrangement is a lease at inception of the arrangement. To the extent that it can be determined that an arrangement represents a lease, it is classified as either an operating lease or a finance lease. The Company does not currently have any finance leases. The Company capitalizes operating leases on the Consolidated Balance Sheets through a right of use asset and a corresponding lease liability. Right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Short-term leases that have an initial term of one year or less are not capitalized. The Company does not presently have any short-term leases. Operating lease right of use assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. In addition to the present value of lease payments, the operating lease right of use asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Nature of Leases The Company leases certain office space, restaurant space, and information technology equipment under non-cancelable leases to support its operations. A more detailed description of significant lease types is included below. Office Agreements The Company rents office space from third parties for its corporate location. Office agreements are typically structured with non-cancelable terms of one to 10 years . The Company has concluded that its office agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As a result, enforceable rights and obligations do not exist under the rental agreements subsequent to the primary term. F-14 Index Restaurant Space Agreements The Company subleases some of its restaurant space to a third party. The Company’s sublease has terms that end in 2025. The sublease agreement is noncancelable through the end of the term and both parties have substantive rights to terminate the lease when the term is complete. Sublease agreements are not capitalized and are recorded as rental income in the period that rent is received. Information Technology Equipment The Company rents information technology equipment, primarily printers and copiers, from a third party for its corporate office location. Information technology equipment agreements are typically structured with non-cancelable terms of one to five years . The Company has concluded that its information technology equipment commitments are operating leases. Discount Rate Leases typically do not provide an implicit interest rate. Accordingly, the Company is required to use its incremental borrowing rate in determining the present value of lease payments based on the information available at the lease commencement date. The Company’s incremental borrowing rate reflects the estimated rate of interest that it would pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company uses the implicit rate in the limited circumstances in which that rate is readily determinable. Lease Guarantees The Company has guaranteed the financial responsibilities of certain franchised store leases. These guaranteed leases are not considered operating leases because the Company does not have the right to control the underlying asset. If the franchisee abandons the lease and fails to meet the lease’s financial obligations, the lessor may assign the lease to the Company for the remainder of the term. If the Company does not expect to assign the abandoned lease to a new franchisee within 12 months, the lease will be considered an operating lease and a right-of-use asset, and lease liability will be recognized. Future minimum rental payments for guaranteed leases with initial or remaining terms of one year or more at June 30, 2024 were as follows (in thousands): Guaranteed Leases 2025 $ 252 2026 108 2027 87 2028 87 $ 534 Practical Expedients and Accounting Policy Elections Certain lease agreements include lease and non-lease components. For all existing asset classes with multiple component types, the Company has utilized the practical expedient that exempts it from separating lease components from non-lease components. Accordingly, the Company accounts for the lease and non-lease components in an arrangement as a single lease component. In addition, for all existing asset classes, the Company has made an accounting policy election not to apply the lease recognition requirements to short-term leases (that is, a lease that, at commencement, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise). Accordingly, we recognize lease payments related to our short-term leases in our income statements on a straight-line basis over the lease term which has not changed from our prior recognition. To the extent that there are variable lease payments, we recognize those payments in our income statements in the period in which the obligation for those payments is incurred. The components of total lease expense for the fiscal years ended June 30, 2024 and June 25, 2023, where operating lease cost is included in general and administrative expense and sublease income is included in revenues in the accompanying Consolidated Statements of Income, are as follows (in thousands): Fiscal Year Ended June 30, 2024 Fiscal Year Ended June 25, 2023 Operating lease cost $ 447 $ 494 Sublease income ( 131 ) ( 186 ) Total lease expense, net of sublease income $ 316 $ 308 F-15 Index Supplemental cash flow information related to operating leases is included in the table below (in thousands): Fiscal Year Ended June 30, 2024 Fiscal Year Ended June 25, 2023 Cash paid for amounts included in the measurement of lease liabilities $ 511 $ 558 Weighted average remaining lease term and weighted average discount rate for operating leases are as follows: Fiscal Year Ended June 30, 2024 Fiscal Year Ended June 25, 2023 Weighted average remaining lease term 1.5 Years 2.1 Years Weighted average discount rate 4.0 % 4.0 % Operating lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands): Operating Leases 2025 $ 433 2026 382 2027 191 Total operating lease payments $ 1,006 Less: imputed interest $ ( 49 ) Total operating lease liability $ 957 Premises previously occupied by Company-owned restaurants were leased for initial terms of five to ten years , and each has multiple renewal terms. Certain lease agreements contain either a provision requiring additional rent if sales exceed specified amounts or an escalation clause based upon a predetermined multiple. Future minimum sublease rental income under active non-cancelable leases with initial or remaining terms of one year or more at June 30, 2024 were as follows (in thousands): Sublease Rental Income 2025 $ 53 $ 53 NOTE G - EMPLOYEE BENEFITS: 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”). Employees who have completed three months of service and are at least 21 years of age are eligible to participate in the plan. The plan provides that participating employees may elect to have between 1 % and 100 % of their compensation deferred and contributed to the plan subject to certain IRS limitations. The Company has a discretionary matching contribution. Separate accounts are maintained with respect to contributions made on behalf of each participating employee. Employer matching contributions and earnings thereon are invested in the same investments as each participant’s employee deferral. 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. For the fiscal years ended June 30, 2024 and June 25, 2023, total matching contributions to the tax advantaged savings plan by the Company on behalf of participating employees were approximately $ 21 thousand and $ 24 thousand, respectively. NOTE H - STOCK-BASED COMPENSATION PLANS: 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, 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. Options were granted at market value of the stock on the 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. A total of 1,000,000 shares of common stock were authorized for issuance under the 2005 Employee Plan. The 2005 Employee Plan expired by its terms on June 23, 2015. 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. Directors not employed by the Company were eligible to receive stock options under the 2005 Directors Plan. 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 automatically granted to each non-employee director on the first day of each fiscal year. 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 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. 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. Officers, employees and non-employee directors of the Company are eligible to receive awards under the 2015 LTIP. A total of 3,000,000 shares of common stock are authorized for issuance under the 2015 LTIP. Awards authorized under the 2015 LTIP include incentive stock options, non-qualified stock options, restricted shares, restricted stock units and rights (either with or without accompanying options). The 2015 LTIP provides for options to be granted at market value of the stock on the date of grant and have exercise periods determined by the Compensation Committee of the board of directors. The Compensation Committee may also determine the vesting periods, performance criteria and other terms and conditions of all awards under the 2015 LTIP. 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 stock acquired during the previous fiscal year, up to a maximum of 40,000 shares. 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. F-16 Index Stock-based compensation expense is included in general and administrative expense in the accompanying Consolidated Statements of Income. Stock Options: 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: Fiscal Year Ended Fiscal Year Ended June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023 Shares Shares Weighted- Average Exercise Price Weighted- Average Exercise Price Outstanding at beginning of year 151,750 111,750 $ 5.19 $ 6.67 Granted — 40,000 — 1.06 Exercised — — — — Forfeited/Canceled/Expired ( 37,464 ) — ( 6.12 ) — Outstanding at end of year 114,286 151,750 $ 4.89 $ 5.19 Exercisable at end of year 114,286 111,750 $ 4.89 $ 6.67 The intrinsic value of options outstanding at June 30, 2024 was $ 37 thousand. The following table provides information on options outstanding and options exercisable as of June 30, 2024: Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding at June 30, 2024 Weighted-Average Remaining Contractual Life (Years) Weighted- Average Exercise Price Shares Exercisable at June 30, 2024 Weighted- Average Exercise Price $ 1.00 - 1.90 40,000 7.99 $ 1.06 40,000 $ 1.06 $ 3.31 - 3.95 50,000 1.99 $ 3.95 50,000 $ 3.95 $ 6.26 - 13.11 24,286 1.01 $ 13.11 24,286 $ 13.11 114,286 3.88 $ 4.89 114,286 $ 4.89 The following assumptions were used to estimate the fair value of stock options for the years ended: June 30, 2024 June 25, 2023 Fair value of awards $ — $ 1.06 Risk-free interest rate 0.0 % 2.9 % Dividend yield $ — $ — Volatility factor 0.0 % 79.6 % Expected life 0.0 Years 5.5 Years We determine fair value following the authoritative guidance as follows: Valuation and Amortization Method. We estimate the fair value of share-based awards granted using the Black-Scholes option valuation model. 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 . The expected life of awards granted represents the period of time that 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. 110 since we do not have sufficient historical share option exercise experience. Expected Volatility . 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 of our common stock. Risk-Free Interest Rate . We base the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. Expected Dividend Yield. 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 future. Consequently, we use an expected dividend yield of zero in the Black-Scholes option valuation model. F-17 Index Expected Forfeitures . We use historical data to estimate pre-vesting option forfeitures. We record stock-based compensation only for those awards that are expected to vest. No stock compensation expense related to stock options was recognized in fiscal 2024. $ 15 thousand of stock compensation expense related to stock options was recognized in fiscal 2023. There were no stock options that were unvested at June 30, 2024. 40,000 of the stock options vested on June 27, 2023 and, therefore, there was zero unamortized stock compensation expense at June 30, 2024. Restricted Stock Units: 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 other terms and conditions. During fiscal 2024 and 2023, 131,460 and zero performance-based RSUs, respectively, were granted to certain employees. For the years ended June 30, 2024 and June 25, 2023, the Company had stock compensation expense of $ 149 thousand and $ 329 thousand, respectively, related to RSUs. As of June 30, 2024, there was $ 145 thousand, $ 91 thousand and $ 27 thousand unamortized stock compensation expense related to RSUs, which should be recognized during fiscal years 2025, 2026 and 2027, respectively. 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 operations, measured based on the second fiscal year following the date of grant. 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 restricted stock units granted. 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, performance criteria and other conditions set forth in their award agreement. Contingent unvested restricted stock units are considered participating securities under ASC 260, “ Earnings Per Share ,” and are included in the calculation of diluted earnings per share at the beginning of the most recent quarterly period when the performance targets and vesting are probable to be met. 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. A summary of the status of restricted stock units as of June 30, 2024 and June 25, 2023, and changes during the fiscal years then ended is presented below: June 30, 2024 June 25, 2023 Unvested at beginning of year 885,687 885,687 Performance adjustment ( 58,035 ) — Granted during the year 131,460 — Vested during the year ( 588,589 ) — Forfeited during the year ( 101,460 ) — Unvested at end of year 269,063 885,687 NOTE I - COMMITMENTS AND CONTINGENCIES: The Company is subject to various claims and contingencies related to employment agreements, franchise disputes, lawsuits, taxes, food product purchase contracts and other matters arising out of the normal course of business. Management believes that any such claims and actions currently pending are either covered by insurance or would not have a material adverse effect on the Company’s annual results of operations or financial condition if decided in a manner that is unfavorable to the Company. F-18 Index NOTE J - EARNINGS PER SHARE: The Company computes and presents earnings per share (“EPS”) in accordance with ASC 260 Earnings Per Share . 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 common stock that then shared in the earnings of the Company. The following table shows the reconciliation of the numerator and denominator of the basic EPS calculation to the numerator and denominator of the diluted EPS calculation (in thousands, except per share amounts): Fiscal Year Ended June 30, 2024 June 25, 2023 Net income available to common shareholders $ 2,473 $ 1,613 Adjusted net income $ 2,473 $ 1,613 BASIC: Weighted average common shares 14,446 15,323 Net income per common share $ 0.17 $ 0.11 DILUTED: Weighted average common shares 14,446 15,323 Dilutive stock options and restricted stock units 184 588 Weighted average common shares outstanding 14,630 15,911 Net income per common share $ 0.17 $ 0.10 We had 94,769 and 151,750 shares of common stock potentially issuable upon exercise of employee stock options for years ended June 30, 2024 and June 25, 2023, 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 2025 through fiscal 2032. We had 105,000 and 271,825 restricted stock units for years ended June 30, 2024 and June 25, 2023, respectively, which were excluded from the weighted average number of shares outstanding on a diluted basis because the performance criteria had not been met and vesting was not probable . NOTE K - SEGMENT REPORTING: The Company has three reportable operating segments as determined by management using the “management approach” as defined by ASC 280 Disclosures about Segments of an Enterprise and Related Information : (1) Pizza Inn Franchising, (2) Pie Five Franchising and (3) Corporate administration and other. These segments are a result of differences in the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the three operating segments. The Pizza Inn and Pie Five Franchising segments establish franchisees, licensees and territorial rights. Revenue for these segments are derived from franchise royalties, franchise fees, sale of area development and foreign master license rights and incentive payments from third party suppliers and distributors. Assets for these segments include equipment, furniture and fixtures. Corporate administration and other assets primarily include cash and short term investments, as well as furniture and fixtures located at the corporate office and trademarks and other intangible assets. All assets are located within the United States. Summarized in the following tables are net operating revenues, depreciation and amortization expense, and income before taxes for the Company’s reportable segments as of and for the fiscal years ended June 30, 2024 and June 25, 2023 (in thousands): Fiscal Year Ended June 30, 2024 June 25, 2023 Net sales and operating revenues: Pizza Inn Franchising $ 10,295 $ 9,810 Pie Five Franchising 1,724 1,893 Corporate administration and other 131 186 Consolidated revenues $ 12,150 $ 11,889 Depreciation and amortization: Corporate administration and other $ 219 $ 214 Depreciation and amortization $ 219 $ 214 Income before taxes: Pizza Inn Franchising $ 7,310 $ 6,751 Pie Five Franchising 1,053 996 Combined 8,363 7,747 Corporate administration and other ( 5,271 ) ( 5,597 ) Income before taxes $ 3,092 $ 2,150 The following table provides information on our foreign and domestic revenues: Geographic information (revenues): United States $ 11,940 $ 11,627 Foreign countries 210 262 Consolidated revenues $ 12,150 $ 11,889 F-19