RAVE 8-K
Rave Restaurant Group, Inc. (RAVE)
8-K
2026-02-05
For: 2026-02-05
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (469 ) 384-5000
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02
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Results of Operations and Financial Condition
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On February 5, 2026, Rave Restaurant Group, Inc. issued a press release discussing financial results of its second fiscal quarter ended December 28,
2025, a copy of which is attached as Exhibit 99.1 hereto.
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Item 9.01
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Financial Statements and Exhibits
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| (d) | Exhibits. |
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Rave Restaurant Group, Inc. press release dated February 5, 2026.
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Rave Restaurant Group, Inc.
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Date: February 5, 2026
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By:
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/s/ JAY D. ROONEY
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Jay D. Rooney
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Chief Financial Officer
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(principal financial officer)
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Exhibit 99.1
February 5, 2026
RAVE Restaurant Group, Inc. Reports Second Quarter 2026 Results
Dallas, Texas – RAVE
Restaurant Group, Inc. (NASDAQ: RAVE) today reported financial results for the second quarter of fiscal 2026 ended December 28, 2025.
Second Quarter Highlights:
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The Company recorded net income of $0.6 million for the second quarter of fiscal 2026, a 4.9% increase from the same period of the prior year.
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Income before taxes increased by 12.1% to $0.8 million for the second quarter of fiscal 2026 compared to the same period of the prior year.
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Total revenue increased by $0.2 million to $3.0 million for the second quarter of fiscal 2026 compared to the same period of the prior year, a 6.0%
increase.
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Adjusted EBITDA increased by $0.1 million to $0.9 million for the second quarter of fiscal 2026 compared to the same period of the prior year, a 5.3% increase.
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On a fully diluted basis, net income per share was $0.04 for the second quarter of fiscal 2026, the same as it was in the same period of the prior year.
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Pizza Inn domestic comparable store retail sales increased 2.5% in the second quarter of fiscal 2026 compared to the same period of the prior year.
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Pie Five domestic comparable store retail sales decreased 1.5% in the second quarter of fiscal 2026 compared to the same period of the prior year.
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Cash and short-term investments totaled $10.9 million on December 28, 2025.
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Pizza Inn domestic unit count finished the quarter at 97, including 82 buffet locations. There were three new buffet openings and no buffet closures during the
second quarter.
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Pizza Inn international unit count finished the quarter at 19.
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Pie Five domestic unit count finished the quarter at 16.
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“Quarter Two represented our 23rd consecutive quarter of profitability as we continue to execute on our Mission 2030 strategy delivering profitable
growth” said Brandon Solano, Chief Executive Officer of RAVE Restaurant Group, Inc.
“We opened three new Pizza Inn buffet restaurants in the second quarter demonstrating the commitment Rave has made in growing the Pizza Inn buffets is
bearing fruit," continued Solano. “Excellent planning and execution from our Development, Training, and Operations teams allowed the three successful openings to occur over a three-week period, something that Pizza Inn hasn’t done in over 20 years,
giving me confidence that we will be able to open restaurants at scale in the future."
Solano added, “While the restaurant industry on a whole faces sluggish growth and pressure on sales and traffic, Pizza Inn continues to grow both unit
count and same store sales. We followed positive 8.1 percent domestic same store sales growth in the first quarter with positive 2.5 percent domestic same store sales growth in the second quarter. We are continuing to aggressively compete for every
guest in the third quarter with over half of the Pizza Inn buffet restaurants running our widely successful All You Can $8 value driven promotion, that was formerly known as I $8 at Pizza Inn, in January with some restaurants signed up to continue
later into the quarter.”
Chief Financial Officer Jay Rooney added, “We are pleased with the financial position Rave is in after stellar quarter two results driven by quality
earnings from the sales increase at Pizza Inn. Pie Five same store sales improved from their trend but were still negative. While the impact of Pie Five on overall Rave results continues to decrease, the Rave management team is dedicated improving
the brand’s performance with the introduction of new advertising, product innovation, operational efficiency, and pricing initiatives. The continued profitability of both brands has created a solid Rave balance sheet with no debt and high liquidity
thus well positioning us for the future.”
Non-GAAP Financial Measures
The Company’s financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”). However, the
Company also presents and discusses certain non-GAAP financial measures that it believes are useful to investors as measures of operating performance. Management may also use such non-GAAP financial measures in evaluating the effectiveness of
business strategies and for planning and budgeting purposes. However, these non-GAAP financial measures should not be viewed as an alternative or substitute for its financial statements prepared in accordance with generally accepted accounting
principles.
The Company considers EBITDA and Adjusted EBITDA to be important supplemental measures of operating performance that are commonly used by securities
analysts, investors and other parties interested in our industry. The Company believes that EBITDA is helpful to investors in evaluating its results of operations without the impact of expenses affected by financing methods, accounting methods and
the tax environment. The Company believes that Adjusted EBITDA provides additional useful information to investors by excluding non-operational or non-recurring expenses to provide a measure of operating performance that is more comparable from
period to period. Management also uses these non-GAAP financial measures for evaluating operating performance, assessing the effectiveness of business strategies, projecting future capital needs, budgeting and other planning purposes.
“EBITDA” represents earnings before interest, taxes, depreciation and amortization. “Adjusted EBITDA” represents earnings before interest, taxes,
depreciation and amortization, stock compensation expense, severance, gain/loss on sale of assets, costs related to impairment and other lease charges, franchise default and closed store revenue/expense, and closed and non-operating store costs. A
reconciliation of these non-GAAP financial measures to net income is included with the accompanying consolidated financial statements.
Note Regarding Forward Looking Statements
Certain statements in this press release, other than historical information, may be considered forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties and assumptions. Assumptions relating
to these forward-looking statements involve current judgments about future events and performance, including statements regarding our optimism that current positive trends will continue, our ability to continue to successfully open new restaurant
locations, our belief that we are well positioned for continued profitability as well as the continued returns on our reimaging initiatives, the strength of our development pipeline, as well as future economic, competitive and market conditions,
and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of RAVE Restaurant Group, Inc. Although the assumptions underlying these forward-looking statements are believed
to be reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that any forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking
statements, the inclusion of such information should not be regarded as a representation that the objectives and plans of RAVE Restaurant Group, Inc. will be achieved.
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About RAVE Restaurant Group, Inc.
Dallas-based RAVE Restaurant Group [NASDAQ: RAVE] has inspired restaurant innovation and countless customer smiles with its trailblazing pizza concepts. The Company
franchises, licenses and supplies Pie Five and Pizza Inn restaurants operating domestically and internationally. The Pizza Inn experience is unlike your typical buffet. Since 1958, Pizza Inn's house-made dough, house-shredded 100% whole milk
mozzarella cheese, fresh ingredients and house-made signature sauce combined with friendly service solidified the brand to become America's favorite hometown pizza place. These, in addition to its small-town vibe, are the hallmarks of Pizza Inn
restaurants. In 2011, RAVE introduced Pie Five Pizza, pioneering a fast-casual pizza brand that transformed the classic pizzeria into a concept offering personalization, sophisticated ingredients and speed. Pie Five's craft pizzas are baked fresh
daily and feature house-made ingredients, creative recipes and craveable crust creations. For more information, visit www.raverg.com, and follow on Instagram @pizzainn and @piefivepizza.
Contact:
Investor Relations
RAVE Restaurant Group, Inc.
469-384-5000
RAVE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share amounts)
(Unaudited)
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Three Months Ended
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Six Months Ended
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|||||||||||||||
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December 28,
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December 29,
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December 28,
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December 29,
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2025
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2024
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2025
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2024
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REVENUES
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$
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3,042
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$
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2,869
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$
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6,255
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$
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5,919
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COSTS AND EXPENSES
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General and administrative expenses
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1,519
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1,314
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2,897
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2,734
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Franchise expenses
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732
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829
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1,769
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1,824
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Provision (recovery) for credit losses
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7
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9
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11
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(8
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Depreciation and amortization expense
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42
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53
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84
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96
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Total costs and expenses
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2,300
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2,205
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4,761
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4,646
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OPERATING INCOME
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742
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664
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1,494
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1,273
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Interest income
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91
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87
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182
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169
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Other income
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9
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-
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17
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4
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INCOME BEFORE TAXES
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842
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751
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1,693
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1,446
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Income tax expense
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205
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144
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411
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313
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NET INCOME
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$
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637
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$
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607
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$
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1,282
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$
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1,133
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INCOME PER SHARE OF COMMON STOCK
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Basic
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$
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0.04
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$
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0.04
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$
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0.09
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$
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0.08
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Diluted
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$
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0.04
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$
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0.04
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$
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0.09
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$
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0.08
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
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Basic
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14,212
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14,690
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14,212
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14,638
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Diluted
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14,276
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14,716
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14,277
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14,660
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RAVE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
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December 28,
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June 29,
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|||||||
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2025
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2025
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$
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624
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$
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2,859
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Short-term investments
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10,279
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7,024
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Accounts receivable, less allowance for credit losses of $41 and $31, respectively
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1,326
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1,171
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Notes receivable, current
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28
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45
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Assets held for sale
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37
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38
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Deferred contract charges, current
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24
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21
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Prepaid expenses and other current assets
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689
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335
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Total current assets
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13,007
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11,493
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LONG-TERM ASSETS
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Property and equipment, net
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111
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137
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Operating lease right-of-use assets, net
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335
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489
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Intangible assets definite-lived, net
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141
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182
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Notes receivable, net of current portion
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74
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75
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Deferred tax asset, net
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3,647
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3,995
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Deferred contract charges, net of current portion
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232
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186
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Total assets
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$
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17,547
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$
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16,557
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable - trade
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$
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479
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$
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207
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Accrued expenses
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576
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855
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Operating lease liabilities, current
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378
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370
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Deferred revenues, current
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97
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308
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Total current liabilities
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1,530
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1,740
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LONG-TERM LIABILITIES
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Operating lease liabilities, net of current portion
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15
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206
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Deferred revenues, net of current portion
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466
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457
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Total liabilities
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2,011
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2,403
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COMMITMENTS AND CONTINGENCIES (SEE NOTE C)
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SHAREHOLDERS' EQUITY
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Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,647,171 and 25,647,171 shares, respectively; outstanding 14,211,566 and 14,211,566 shares,
respectively
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256
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256
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Additional paid-in capital
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37,616
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37,516
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Retained earnings
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8,896
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7,614
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Treasury stock, at cost
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Shares in treasury: 11,435,605 and 11,435,605 respectively
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(31,232
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)
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(31,232
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)
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Total shareholders' equity
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15,536
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14,154
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Total liabilities and shareholders' equity
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$
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17,547
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$
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16,557
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RAVE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Six Months Ended
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December 28,
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December 29,
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2025
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2024
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income
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$
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1,282
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$
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1,133
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Adjustments to reconcile net income to cash provided by operating activities:
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Amortization of discount on short-term investment
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(122
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)
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(63
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)
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Impairment of long-lived assets and other lease charges
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-
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9
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Stock-based compensation expense
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100
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126
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Depreciation and amortization
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43
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46
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Amortization of operating lease right-of-use assets
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154
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169
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Amortization of definite-lived intangible assets
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41
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41
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Non-cash lease expense
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8
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43
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Provision (recovery) for credit losses
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11
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(8
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)
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Deferred income tax
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348
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264
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Changes in operating assets and liabilities:
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||||||||
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Accounts receivable
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(166
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)
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304
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|||||
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Notes receivable
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18
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26
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||||||
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Deferred contract charges
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(49
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)
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15
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|||||
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Prepaid expenses and other current assets
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(354
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)
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(40
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)
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Accounts payable - trade
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272
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96
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||||||
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Accrued expenses
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(279
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)
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(417
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)
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||||
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Operating lease liabilities
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(191
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)
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(236
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)
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||||
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Deferred revenues
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(202
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)
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(267
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)
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Cash provided by operating activities
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914
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1,241
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchases of short-term investments
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(8,423
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)
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(8,102
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)
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Maturities of short-term investments
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5,290
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7,065
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||||||
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Purchase of assets held for sale
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(4
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)
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-
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|||||
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Proceeds from sale of assets held for sale
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5
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7
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||||||
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Purchase of property and equipment
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(17
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)
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(44
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)
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||||
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Cash used in investing activities
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(3,149
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)
|
(1,074
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)
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||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||
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Taxes paid on issuance of restricted stock units
|
-
|
(182
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)
|
|||||
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Cash used in financing activities
|
-
|
(182
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)
|
|||||
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Net decrease in cash and cash equivalents
|
(2,235
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)
|
(15
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)
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||||
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Cash and cash equivalents, beginning of period
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2,859
|
2,886
|
||||||
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Cash and cash equivalents, end of period
|
$
|
624
|
$
|
2,871
|
||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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||||||||
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CASH PAID FOR:
|
||||||||
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Income taxes
|
$
|
97
|
$
|
50
|
||||
RAVE RESTAURANT GROUP, INC.
ADJUSTED EBITDA
(In thousands)
(Unaudited)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
December 28,
|
December 29,
|
December 28,
|
December 29,
|
|||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Net income
|
$
|
637
|
$
|
607
|
$
|
1,282
|
$
|
1,133
|
||||||||
|
Interest income
|
(91
|
)
|
(87
|
)
|
(182
|
)
|
(169
|
)
|
||||||||
|
Income taxes
|
205
|
144
|
411
|
313
|
||||||||||||
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Depreciation and amortization
|
42
|
53
|
84
|
96
|
||||||||||||
|
EBITDA
|
$
|
793
|
$
|
717
|
$
|
1,595
|
$
|
1,373
|
||||||||
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Stock-based compensation expense
|
62
|
53
|
100
|
126
|
||||||||||||
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Severance
|
6
|
5
|
6
|
5
|
||||||||||||
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Franchisee default and closed store revenue
|
(9
|
)
|
32
|
(19
|
)
|
23
|
||||||||||
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Adjusted EBITDA
|
$
|
852
|
$
|
807
|
$
|
1,682
|
$
|
1,527
|
||||||||