RAVE 10-Q Quarterly Report Sept. 29, 2013

RAVE RESTAURANT GROUP, INC.

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10-Q 1 pizza10q092913.htm PIZZA INN HOLDINGS pizza10q092913.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 29, 2013

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-12919

PIZZA INN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Missouri	45-3189287
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

3551 Plano Parkway

The Colony, Texas 75056

(Address of principal executive offices)

(469) 384-5000

(Registrant's telephone number,

including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of November 12, 2013 8,510,236 shares of the issuer’s common stock were outstanding.

PIZZA INN HOLDINGS, INC.

Index

PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements	Page

		Condensed Consolidated Statements of Operations for the three months ended September 29, 2013 and September 23, 2012 (unaudited)	4

		Condensed Consolidated Balance Sheets at September 29, 2013 (unaudited) and June 30, 2013	5

		Condensed Consolidated Statements of Cash Flows for the three months ended September 29, 2013 and September 23, 2012 (unaudited)	6

		Supplemental Disclosure of Cash Flow Information for the three months ended September 29, 2013 and September 23, 2012 (unaudited)	6

		Notes to Unaudited Condensed Consolidated Financial Statements	7

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

	Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

	Signatures	23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PIZZA INN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)



	Three Months Ended
	September 29,			September 23,
	2013			2012


REVENUES:	$	10,212		$	10,438

COSTS AND EXPENSES:
Cost of sales		8,848			8,792
General and administrative expenses		1,030			1,005
Franchise expenses		667			501
Pre-opening expenses		86			79
Bad debt		45			45
Interest expense		43			104
		10,719			10,526

LOSS FROM CONTINUING OPERATIONS BEFORE TAXES		(507	)		(88	)
Income taxes		(169	)		(45	)
LOSS FROM CONTINUING OPERATIONS		(338	)		(43	)

Loss from discontinued operations, net of taxes		(13	)		(15	)
NET LOSS	$	(351	)	$	(58	)

LOSS PER SHARE OF COMMON STOCK - BASIC:
Loss from continuing operations	$	(0.04	)	$	(0.01	)
Loss from discontinued operations		-			-
Net loss	$	(0.04	)	$	(0.01	)

LOSS PER SHARE OF COMMON STOCK - DILUTED:

Loss from continuing operations	$	(0.04	)	$	(0.01	)
Loss from discontinued operations		-			-
Net loss	$	(0.04	)	$	(0.01	)

Weighted average common shares outstanding - basic		8,496			8,021

Weighted average common and
potential dilutive common shares outstanding		9,034			8,113

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

PIZZA INN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

	September 29,			June 30,
ASSETS	2013 (unaudited)			2013

CURRENT ASSETS
Cash and cash equivalents	$	1,073		$	919
Accounts receivable, less allowance for bad debts
accounts of $273 and $228, respectively		3,319			3,139
Notes receivable		283			292
Inventories		1,486			1,615
Income tax receivable		343			343
Deferred income tax assets		826			882
Prepaid expenses and other		537			307
Total current assets		7,867			7,497

LONG-TERM ASSETS
Property, plant and equipment, net		5,723			4,711
Long-term notes receivable		12			40
Long-term deferred tax asset		410			168
Deposits and other		10			119
	$	14,022		$	12,535
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade	$	2,379		$	1,572
Accrued expenses		1,767			1,749
Deferred revenues		141			169
Bank debt		181			669
Total current liabilities		4,468			4,159

LONG-TERM LIABILITIES
Bank debt, net of current portion		1,675			1,856
Deferred revenues, net of current portion		531			370
Deferred gain on sale of property		53			59
Other long-term liabilities		37			22
Total liabilities		6,764			6,466

COMMITMENTS AND CONTINGENCIES (See Note 3)

SHAREHOLDERS' EQUITY
Common stock, $.01 par value; authorized 26,000,000
shares; issued 15,569,432 and 15,312,680 shares, respectively;
outstanding 8,450,032 and 8,193,280 shares, respectively		156			153
Additional paid-in capital		11,711			10,174
Retained earnings		20,027			20,378
Treasury stock at cost
Shares in treasury: 7,119,400		(24,636	)		(24,636	)
Total shareholders' equity		7,258			6,069
	$	14,022		$	12,535

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

PIZZA INN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Three Months Ended
	September 29,			September 23,
	2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss	$	(351	)	$	(58	)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization		364			291
Stock compensation expense		15			45
Deferred tax		(186	)		(43	)
Gain on assets held for sale		(6	)		-
Provision for bad debts		45			44
Changes in operating assets and liabilities:
Notes and accounts receivable		(188	)		176
Inventories		129			72
Accounts payable - trade		807			(115	)
Accrued expenses		33			77
Deferred revenue		127			(72	)
Prepaid expenses and other		(132	)		(14	)
Cash provided by operating activities		657			403

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		6			-
Capital expenditures		(1,365	)		(394	)
Cash used by investing activities		(1,359	)		(394	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock		1,525			-
Borrowings of bank debt		-			2,560
Repayments of bank debt		(669	)		(2,002	)
Cash provided by financing activities		856			558

Net increase in cash and cash equivalents		154			567
Cash and cash equivalents, beginning of period		919			590
Cash and cash equivalents, end of period	$	1,073		$	1,157



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION


CASH PAYMENTS FOR:

Interest	$	37		$	33
Income taxes - net	$	1		$	-

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

PIZZA INN HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements of Pizza Inn Holdings, Inc. (the "Company") have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company's financial position and results of operations for the interim periods reflected. Except as noted, all adjustments are of a normal recurring nature. Results of operations for the fiscal periods presented are not necessarily indicative of fiscal year-end results.

(1)	Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All appropriate intercompany 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.

Fiscal Quarters

The three month periods ended September 29, 2013 and September 23, 2012, each contained 13 weeks.

Revenue Recognition

The Company recognizes revenue when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. The Company's Norco division sells food and supplies to franchisees on trade accounts under terms common in the industry. Food and supply sales revenues, including shipping and handling costs, are recognized upon delivery of the product. Revenue from restaurant sales is recognized when food and beverage products are sold. The Company reports revenue net of sales taxes collected from customers and remitted to governmental taxing authorities.

Franchise revenue consists of income from license fees, royalties, and area development and foreign master license fees. License fees are recognized as income when there has been substantial performance under the agreement by the Company. Domestic license fees are generally recognized at the time the restaurant is opened. Foreign master license fees are generally recognized upon execution of the agreement as all material services relating to the sale have been substantially performed by the Company and the fee has been collected. Royalties are recognized as income when earned.

Stock-Based Compensation

The Company accounts for stock options using the fair value recognition provisions of the authoritative guidance on share-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.

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 and actual results could differ materially from estimates.

Reclassification

Certain items have been reclassified in the prior year financial statements to conform to current year presentation.

(2)	Long-Term Debt

On August 28, 2012, the Company entered into a Loan and Security Agreement (the “F&M Loan Agreement”) with The F&M Bank & Trust Company (“F&M”) providing for a $2.0 million revolving credit facility (with a $500 thousand letter of credit subfacility), a $2.0 million fully funded term loan facility and a $6.0 million advancing term loan facility. An origination fee of 0.5% of the total credit facilities was paid at closing. At closing, F&M funded a $2.0 million term loan payable in 48 equal monthly installments of principal plus accrued interest at a fixed rate of 4.574% per annum. Amounts repaid under this fully funded term loan may not be reborrowed. Initial proceeds from the F&M Loan Agreement were used to repay amounts borrowed under a previous credit facility that subsequently was canceled.

On June 13, 2013 the Company entered into a First Amendment to the F&M Loan Agreement that revised certain financial covenants to address proceeds from the Company’s at-the-market offering of common stock. On September 10, 2013 the Company entered into a Second Amendment to the F&M Loan Agreement that specified the application of prepayments to the loan amortization schedule and revised certain definitions.

The Company may borrow, repay and reborrow under the revolving credit facility through August 28, 2014, at which time all amounts outstanding under the revolving credit facility mature. Availability under the revolving credit facility is limited by advance rates on eligible inventory and accounts receivable. Per annum interest on indebtedness from time to time outstanding under the revolving credit facility is computed at the Wall Street Journal prime rate plus 1.00% and is payable monthly. An unused commitment fee of 0.50% per annum is payable quarterly on the average unused portion of the revolving credit facility.

Through August 28, 2014, F&M has agreed to make up to $6.0 million in additional term loans to the Company. Advances for such additional term loans are limited by a percentage of the costs of equipment, leasehold improvements and other opening costs for new Company-owned Pie Five Units and may not be reborrowed after repayment. Interest only is payable monthly on all additional term loan advances during an annual borrowing period. At the end of each annual borrowing period, all additional term loan advances during such borrowing period become payable in 48 equal monthly installments of principal plus accrued interest. Interest on each term loan accrues at the Wall Street Journal prime rate plus 1.00% or, at the Company’s option, a fixed rate equal to the Bloomberg 4-year LIBOR swap rate plus 3.90%.

As security for the credit facilities, the Company has pledged substantially all of its assets including, but not limited to, accounts receivable, inventory and equipment. The F&M Loan Agreement contains various affirmative covenants which, among other things, require the Company to provide F&M with certain financial statements, compliance statements, reports and other information. The F&M Loan Agreement also contains various negative covenants which, among other things, require the Company to maintain certain financial ratios and restrict the ability of the Company to engage in certain activities. If an event of default occurs under the F&M Loan Agreement and any cure periods have expired, F&M may terminate all commitments under the credit facilities and declare all unpaid principal, interest and other amounts owing under the credit facilities to be immediately due and payable.

The Company was in compliance with all covenants under the F&M Loan Agreement as of September 29, 2013. As of September 29, 2013, the balance on the initial term loan facility was $1.1 million with an interest rate of 4.574%, the balance on the advancing term loan facility was $0.7 million with an interest rate of 4.25%, the balance on the revolving credit facility was zero with an interest rate of 4.25% and the Company had an outstanding letter of credit of $0.2 million.

(3)	Commitments and Contingencies

On April 22, 2009, the Company’s board of directors amended the stock purchase plan first adopted on May 23, 2007, and previously amended on June 2, 2008, to increase the number of shares of common stock the Company may repurchase to a total of 3,016,000 shares. As of September 29, 2013, up to an additional 848,425 shares could be purchased under the plan.

The Company is subject to various claims and legal actions in the ordinary course of its business. The Company believes that all such claims and actions currently pending against it are either adequately covered by insurance or would not have a material adverse effect on the Company’s annual results of operations, cash flows or financial condition if decided in a manner that is unfavorable to the Company.

(4) Stock-Based Compensation

For the quarter ended September 29, 2013, the Company recognized stock-based compensation expense of $15,000. As of September 29, 2013, unamortized stock-based compensation expense was $0.2 million.

The following table summarizes the number of shares of the Company’s common stock subject to outstanding stock options:

	Three Months Ended
	September 29, 2013		September 23, 2012

Outstanding at beginning of year		851,306		486,506

Granted		8,664		110,000
Exercised		-		-
Forfeited/Canceled/Expired		-		-

Outstanding at end of period		859,970		596,506

Exercisable at end of period		464,306		374,106

(5)	Earnings per Share (EPS)

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).

	Three Months Ended
	September 29,			September 23,
	2013			2012
Loss from continuing operations	$	(338	)	$	(43	)
Discontinued operations		(13	)		(15	)
Net loss available to common stockholders	$	(351	)	$	(58	)

BASIC:
Weighted average common shares		8,496			8,021

Loss from continuing operations per share	$	(0.04	)	$	(0.01	)
Discontinued operations per common share		-			-
Net loss per common share	$	(0.04	)	$	(0.01	)

DILUTED:
Weighted average common shares		8,496			8,021
Dilutive stock options		538			92
Weighted average common shares outstanding		9,034			8,113


Loss from continuing operations per share	$	(0.04	)	$	(0.01	)
Discontinued operations per common share		-			-
Loss per common share	$	(0.04	)	$	(0.01	)

For the three months ended September 23, 2012, options to purchase 206,000 shares of common stock at exercise prices ranging from $3.11 to $5.51 were excluded from the computation of diluted EPS because the options’ exercise prices exceeded the average market price of the common shares for the period.

(6) Closed restaurants and discontinued operations

The authoritative guidance on “ Accounting for the Impairment or Disposal of Long-Lived Assets,” requires that discontinued operations that meet certain criteria be reflected in the statement of operations after results of continuing operations as a net amount. This guidance also requires that the operations of the closed restaurants, including any impairment charges, be reclassified to discontinued operations for all periods presented.

The authoritative guidance on “ Accounting for Costs Associated with Exit or Disposal Activities,” requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. This authoritative guidance also establishes that fair value is the objective for initial measurement of the liability.

Loss from discontinued operations reflects costs associated with a former Company-owned restaurant in Texas that was closed during the quarter ended September 23, 2007. This property is on the market for sub-lease. Because we believe that the property will sub-lease at or above the contracted lease rates, we have not reserved any additional costs related to our obligations under this non-cancelable lease.

(7) Income Taxes

For the three month period ended September 29, 2013, income tax benefit of $0.2 million was calculated on an effective income tax rate that is consistent with the statutory U.S. federal income tax rate of 34% adjusted for state income tax effects and permanent difference items. Management believes that future operations will generate sufficient taxable income, along with the reversal of temporary differences, to fully realize the net deferred tax asset of $1.2 million.

(8)	Segment Reporting

Summarized in the following tables are net sales and operating revenues, operating income and geographic information (revenues) for the Company’s reportable segments for the three months ended September 29, 2013 and September 23, 2012 (in thousands). Operating income reported below excludes income tax provision and discontinued operations.

		Three Months Ended
		September 29,			September 23,
		2013			2012
Net sales and operating revenues:
Franchising and food and supply distribution		$	7,799		$	8,612
Company-owned restaurants (1)			2,413			1,826
	Consolidated revenues	$	10,212		$	10,438

Depreciation and amortization:
Franchising and food and supply distribution		$	2		$	-
Company-owned restaurants (1)			306			224
	Combined		308			224
Corporate administration and other			56			67
	Depreciation and amortization	$	364		$	291

Income (loss) from continuing operations before taxes:
Franchising and food and supply distribution (2)		$	292		$	676
Company-owned restaurants (1) (2)			(441	)		(262	)
	Combined		(149	)		414
Corporate administration and other (2)			(358	)		(502	)
	Operating loss	$	(507	)	$	(88	)

Geographic information (revenues):
United States		$	9,988		$	10,132
Foreign countries			224			306
	Consolidated total	$	10,212		$	10,438

(1)	Company stores that were closed are included in discontinued
	operations in the accompanying Condensed Consolidated Statement
	of Operations.

(2)	Portions of corporate administration and other have been allocated to segments.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended June 30, 2013, and may contain certain forward-looking statements that are based on current management expectations. Generally, verbs in the future tense and the words “believe,” “expect,” “anticipate,” “estimate,” “intends,” “opinion,” “potential” and similar expressions identify forward-looking statements. Forward-looking statements in this report include, without limitation, statements relating to our business objectives, our customers and franchisees, our liquidity and capital resources, and the impact of our historical and potential business strategies on our business, financial condition, and operating results. Our actual results could differ materially from our expectations. Further information concerning our business, including additional factors that could cause actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q, are set forth in our Annual Report on Form 10-K for the year ended June 30, 2013. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The forward-looking statements contained herein speak only as of the date of this Quarterly Report on Form 10-Q and, except as may be required by applicable law, we do not undertake, and specifically disclaim any obligation to, publicly update or revise such statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Results of Operations

Overview

The Company operates and franchises pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”) and express (“Express Units”) restaurants domestically and internationally under the trademark “Pizza Inn” and operates domestic fast casual pizza restaurants (“Pie Five Units”) under the trademarks “Pie Five Pizza Company” or “Pie Five”. We provide or facilitate food, equipment and supply distribution to our domestic and international system of restaurants through our Norco Restaurant Services Company (“Norco”) division and through agreements with third party distributors. At September 29, 2013, Company and franchised restaurants consisted of the following:

	Pizza Inn
	Buffet Units		Delco Units		Express Units		Pie Five Units		Total Units
Company Owned		4		-		-		12		16

Domestic Franchise		110		27		42		3		182
International Franchise		23		51		9		-		83
Total Franchise		133		78		51		3		265

Total Units		137		78		51		15		281

Domestic restaurants are located predominantly in the southern half of the United States, with Texas, North Carolina, Arkansas and Mississippi accounting for approximately 35%, 16%, 10% and 7%, respectively, of the total number of domestic restaurants. International restaurants are located in eleven foreign countries.

Basic and diluted income per common share decreased $0.03 to a loss of $0.04 for the three month period ended September 29, 2013 compared to a loss of $0.01 in the comparable period in the prior fiscal year. The Company had a net loss for the three month period ended September 29, 2013 of $0.4 million compared to a net loss of $0.1 million for the comparable period in the prior fiscal year, on revenues of $10.2 million for the three month period ended September 29, 2013 compared to $10.4 million in the comparable period in the prior fiscal year. Earnings before interest, taxes, depreciation and amortization, stock compensation expense, gain or loss on sale of assets, and impairment on long lived assets and other lease charges (“Adjusted EBITDA”) for the three month period ended September 29, 2013 decreased $0.4 million to a loss of $0.1 million compared to earnings of $0.3 million for the comparable period in the prior fiscal year.

The reduction in net income from prior year is primarily due to lower revenue earned from franchising and food and supply sales and higher costs related to the continued development of the Pie Five concept. The total increased costs associated with the Pie Five development were approximately $0.2 million for the three months ended September 29, 2013.

Management believes that key performance indicators in evaluating financial results include domestic and international franchisee retail sales and the number and type of operating restaurants. The following tables summarize these key performance indicators for the Pizza Inn franchise locations. All amounts are in thousands except the average number of units.

Pizza Inn Franchise Stores - Total Stores	Three Months Ended
(in thousands, except average data)	September 29,		September 23,
	2013		2012
Domestic retail sales of Buffet Units	$	20,675	$	22,891
Domestic retail sales of Delco Units		1,391		1,705
Domestic retail sales of Express Units		662		859
Total domestic retail sales	$	22,728	$	25,455

Average number of domestic Buffet Units		108		127
Average number of domestic Delco Units		27		29
Average number of domestic Express Units		42		46


	Three Months Ended
	September 29,		September 23,
		2013		2012
International retail sales of Buffet Units	$	1,610	$	1,431
International retail sales of Delco Units		2,220		2,461
International retail sales of Express Units		382		290
Total International retail sales	$	4,212	$	4,182

Average number of International Buffet Units		22		22
Average number of International Delco Units		51		52
Average number of International Express Units		9		10

Total domestic chain-wide franchisee retail sales decreased $2.7 million, or 10.7%, and international chain-wide retail sales decreased $0.9 million, or 22.6%, for the three months ended September 29, 2013 when compared to the same period of the prior year.

Management also believes that a comparison of period-to-period retail sales by restaurants open throughout both periods is an important performance measure in evaluating financial results. The following tables summarize franchisee comparable store retail sales for the periods presented:

Franchise Stores - Comparable Stores	Three Months Ended
(in thousands)	September 29,		September 23,
	2013		2012
Domestic retail sales of comparable store Buffet Units	$	20,348	$	20,945
Domestic retail sales of comparable store Delco Units		1,212		1,352
Domestic retail sales of comparable store Express Units		602		670
Total domestic comparable store retail sales	$	22,162	$	22,967

International retail sales of comparable store Buffet Units	$	1,465	$	1,679
International retail sales of comparable store Delco Units		2,200		2,778
International retail sales of comparable store Express Units		382		266
Total International comparable store retail sales	$	4,047	$	4,723

Domestic comparable store franchisee retail sales decreased $0.8 million, or 3.5%, for the three months ended September 29, 2013 when compared to the same period of the prior year. International same store franchisee retail sales decreased $0.7 million, or 14.3%, for the three months ended September 29, 2013 when compared to the same period of the prior year. The calculation of “comparable store sales” includes the sales results for restaurants which have been open for at least 18 months as of the end of the reporting period. The sales results for a restaurant that was closed temporarily for remodeling or relocation within the same trade area are included in the calculation only for the days that the restaurant was open in both periods being compared.

The following table summarizes the results and key performance indicators for the Pie Five and Pizza Inn Company-owned restaurants. We believe this information is useful to management and investors to measure the performance of the Company-owned restaurants. These indicators provide performance trend information as well as the cash flow of the restaurants before pre-opening costs and allocated corporate administration and other expenses. This information is important in evaluating the effectiveness of our business strategies and for planning and budgeting purposes. These non-GAAP financial measures should not be viewed as an alternative or substitute for our reported GAAP results. The three month periods ended September 29, 2013 and September 23, 2012, each contained 13 weeks. All amounts are in thousands except the store weeks, average weekly sales and the average number of units.

Pie Five - Company-Owned Restaurants	Three Months Ended
(in thousands, except store weeks and average data)	September 29,			September 23,
	2013			2012
Store weeks		140			82
Average weekly sales		11,845			11,725
Average number of units		11			6

Restaurant sales		1,659			962

Restaurant operating cash flow		81			62
Depreciation/amortization expense		(256	)		(122	)
Pre-opening costs		(86	)		(79	)
Allocated corporate administration and other expenses		(41	)		(26	)
Loss from continuing operations before taxes		(302	)		(165	)





Pizza Inn - Company-Owned Restaurants	Three Months Ended
(in thousands, except store weeks and average data)	September 29,			September 23,
		2013			2012
Store weeks		52			52
Average weekly sales		14,504			16,559
Average number of units		4			4

Restaurant sales		754			864

Restaurant operating cash flow		(59	)		36
Depreciation/amortization expense		(50	)		(102	)
Pre-opening costs		-			-
Allocated corporate administration and other expenses		(30	)		(31	)
Loss from continuing operations before taxes		(139	)		(97	)

Store weeks represent the total number of weeks Company-owned restaurants were open during the period. Average weekly sales represents the average weekly revenues earned by the Company-owned restaurants that were open during the period. Restaurant operating cash flow represents the income earned by Company-owned restaurants plus (1) depreciation and amortization, (2) pre-opening expenses, and (3) allocated corporate administration and other expenses. Pre-opening expenses consist primarily of certain costs incurred prior to the opening of a restaurant, including: (1) marketing and promotional expenses, (2) accrued rent, and (3) manager salaries, employee payroll and related training costs.

For the Pie Five Company-owned restaurants, the year over year increase in average weekly sales in the quarter ended September 29, 2013 was due to four new restaurants opened in fiscal 2013 and the first quarter of fiscal 2014 that each had higher than average weekly sales and a 2.9% increase in comparable store sales, which was partially offset by a lower than average sales contribution from two college campus based Pie Five restaurants opened in fiscal 2013 that have seasonally lower sales during the summer months.

For the Pizza Inn Company-owned restaurants, the reduction in average weekly sales in the quarter ended September 29, 2013 from the prior year quarter was due to a reduction in comparable store sales.

Revenues

Revenues are derived from (1) sales of food, paper products and supplies from Norco to franchisees, (2) franchise royalties and franchise fees, and (3) Company-owned restaurant operations. Financial results are dependent in large part upon the volume, pricing and cost of the products and supplies sold to franchisees. The volume of products sold by Norco to franchisees is dependent on the level of franchisee chain-wide retail sales, which are impacted by changes in comparable store sales and restaurant count, and the products sold to franchisees through Norco rather than through third-party food distributors.

Total revenues for the three month period ended September 29, 2013 and for the same period in the prior fiscal year were $10.2 million and $10.4 million, respectively. Revenue consisted of the following:

	Three Months Ended
	September 29,		September 23,
	2013		2012
Food and supply sales	$	6,961	$	7,710
Franchise revenue		838		902
Restaurant sales		2,413		1,826
Total reveune	$	10,212	$	10,438

Food and Supply Sales

Food and supply sales by Norco include food and paper products and other distribution revenues. For the three month period ended September 29, 2013, food and supply sales decreased to $7.0 million compared to $7.7 million the same period in the prior fiscal year due primarily to a decrease in sales to franchisees as a result of a $2.7 million, or 10.7%, decrease in domestic franchisee retail sales primarily attributable to a reduction in the average number of stores open and a decrease in comparable store sales.

Franchise Revenue

Franchise revenue, which includes income from domestic and international royalties and license fees, decreased by $0.1 million for the three month period ended September 29, 2013 compared to the same period in the prior fiscal year primarily as the result of lower royalties resulting from lower franchisee retail sales.

Restaurant Sales

Restaurant sales, which consist of revenue generated by Company-owned restaurants, increased 32.1%, or $0.6 million, to $2.4 million for the three month period ended September 29, 2013, compared to $1.8 million for the comparable period in the prior year. This increase was primarily due to the opening of four new Company-owned restaurants in fiscal 2013 and two new Company-owned restaurants during the three months ended September 29, 2013.

Costs and Expenses

Cost of Sales

Cost of sales, which primarily includes food and supply costs, distribution fees, and labor and general and administrative expenses directly related to restaurant sales, remained relatively stable at $8.8 million for the three month periods ended September 29, 2013 and September 23, 2012. The slight increase in costs was primarily the result of higher costs associated with new Company-owned restaurants offset by lower food and paper product sales.

General and Administrative Expenses

General and administrative expenses also remained relatively stable at to $1.0 million for the three month periods ended September 29, 2013 and September 23, 2012 due to additional operating expenses associated with the new Company-owned Pie Five Units mostly offset by lower stock compensation expense and recruiting fees.

Franchise Expenses

Franchise expenses include selling, general and administrative expenses directly related to the sale and continuing service of domestic and international franchises. These expenses increased $0.2 million for the three month period ended September 29, 2013 compared to the comparable period in the prior fiscal year primarily due to higher employee costs and franchise marketing expenses associated with the Company’s Pie Five franchising efforts.

Pre-Opening Expenses

Pre-opening expenses consist primarily of certain costs incurred prior to the opening of a restaurant, including: (1) marketing and promotional expenses, (2) accrued rent, and (3) manager salaries, employee payroll and related training costs. Pre-opening expenses for the three month period ended September 29, 2013, were very similar to the prior year comparable period, with two new Company-owned Pie Five Units opened during the current year period.

Bad Debt Expense

Bad debt expense remained flat at $0.05 million for the three month period ended September 29, 2013 as compared to the comparable period in the prior fiscal year. The Company monitors franchisee retail sales and receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high risk accounts receivable.

Interest Expense

Interest expense decreased $0.1 million for the three month period ended September 29, 2013 as compared to the comparable period in the prior fiscal year. A higher average debt balance in the current period was offset by the absence of expenses incurred in the prior year period related to the write-off of capitalized loan origination costs following the refinancing of the Company’s bank credit facilities.

Provision for Income Tax

For the three month period ended September 29, 2013, an income tax benefit of $0.2 million was calculated on an effective income tax rate that is consistent with the statutory U.S. federal income tax rate of 34% adjusted for state income tax effects and permanent difference items. Management believes that future operations will generate sufficient taxable income, along with the reversal of temporary differences, to fully realize the net deferred tax asset of $1.2 million.

Discontinued Operations

Discontinued operations include losses from a leased building associated with a Company-owned restaurant in Texas that was closed during fiscal 2008.

Restaurant Openings and Closings

The following charts summarize restaurant activity for the three month periods ended September 29, 2013 and September 23, 2012:

Three months ended September 29, 2013

	Beginning						End of
	of Period		Opened		Closed		Period
Pizza Inn Domestic:
Buffet Units		114		1		1		114
Delco Units		27		-		-		27
Express Units		43		1		2		42
Pizza International Units		81		2		-		83

Pie Five Units		11		4		-		15

Total		276		8		3		281


Three months ended September 23, 2012

	Beginning						End of
	of Period		Opened		Closed		Period
Pizza Inn Domestic:
Buffet Units		135		-		5		130
Delco Units		29		1		-		30
Express Units		47		-		1		46
Pizza International Units		81		4		-		85

Pie Five Units		6		1		-		7

Total		298		6		6		298

We believe that the net decrease of one domestic Pizza Inn unit during the first quarter of fiscal 2014 reflects a return to an improving trend in net domestic store closures that was interrupted by the expiration of an abnormally high number of domestic franchise agreements in fiscal 2013. The addition of two new international Pizza Inn units during the first quarter of fiscal 2014 continues the trend of gradual growth in the international unit experience over the last several years. We believe that the addition of four Pie Five Units during the first quarter of fiscal 2014 reflects the beginning of an accelerated pace of growth in the opening of Pie Five Units as franchised stores begin to open pursuant to previously executed franchise development agreements and the Company continues to develop its own stores in the Dallas-Fort Worth and Houston metropolitan areas.

Non-GAAP Financial Measures

We report and discuss our operating results using financial measures consistent with GAAP. From time to time we disclose certain non-GAAP financial measures such as Adjusted EBITDA. We believe Adjusted EBITDA is useful to investors as a measure of operating performance without regard to items that can vary substantially depending upon financing and accounting methods, book value of assets, capital structures and methods by which assets have been acquired. In addition, our management uses Adjusted EBITDA in evaluating the effectiveness of our business strategies and for planning and budgeting purposes. However, this non-GAAP financial measure should not be viewed as an alternative or substitute for our reported GAAP results.

The following table sets forth a reconciliation of net income to Adjusted EBITDA for the periods shown (in thousands):

	Three Months Ended
	September 29,			September 23,
	2013			2012
Net loss	$	(351	)	$	(58	)
Interest expense		43			104
Income Taxes - Continuing Operations		(169	)		(45	)
Income Taxes - Discontinued Operations		(7	)		(8	)
Stock compensation expense		15			45
Depreciation and amortization		364			291
Adjusted EBITDA	$	(105	)	$	329

Liquidity and Capital Resources

Our primary sources of liquidity are cash flow from operating activities, borrowings under our credit facilities and, beginning in the fourth quarter of fiscal 2013, proceeds from the sale of common stock.

Cash flows from operating activities generally reflect net income adjusted for certain non-cash items including depreciation and amortization, changes in deferred tax assets, share based compensation, and changes in working capital. Cash provided by operating activities increased $0.3 million to $0.7 million for the three month period ended September 29, 2013 compared to $0.4 million for the three months ended September 23, 2012.

Cash flows from investing activities generally reflect capital expenditures for the purchase of Company assets. The Company used cash of $1.4 million for the three month period ended September 29, 2013, primarily for new Company-owned restaurants that opened or will open in the Dallas/Fort Worth, Texas area. This compares to cash used by investing activities of $0.4 million during the same period in the prior fiscal year attributable to Company-owned restaurants that opened in the Dallas/Fort Worth, Texas area.

Cash flows from financing activities generally reflect changes in the Company's borrowings and stock activity during the period. Net cash provided by financing activities was $0.9 million for the three month period ended September 29, 2013, which reflected proceeds from the sale of stock partially offset by the repayment of bank debt, compared to net cash used of $0.6 million for the comparable period in the prior fiscal year.

On May 20, 2013, the Company entered into an At-the-Market Issuance Sales Agreement with MLV & Co. LLC (“MLV”) pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $3,000,000 from time to time through MLV, acting as agent (the “ATM Offering”). The ATM Offering is being undertaken pursuant to Rule 415 and a shelf Registration Statement on Form S-3 which was declared effective by the SEC on May 13, 2013. Through September 29, 2013, the Company had sold an aggregate of 429,113 shares of common stock in the ATM Offering, realizing aggregate net proceeds of $2.4 million.

Management believes the cash on hand combined with cash from operations and available credit facilities is sufficient to fund operations for the next 12 months.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. The Company bases its estimates on historical experience and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed periodically. Actual results could differ materially from estimates.

The Company believes the following critical accounting policies require estimates about the effect of matters that are inherently uncertain, are susceptible to change, and therefore require subjective judgments. Changes in the estimates and judgments could significantly impact the Company’s results of operations and financial condition in future periods.

Accounts receivable consist primarily of receivables generated from food and supply sales to franchisees and franchise royalties. The Company records a provision for doubtful receivables to allow for any amounts which may be unrecoverable based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends. Actual realization of accounts receivable could differ materially from the Company’s estimates.

Inventory, which consists primarily of food, paper products and supplies primarily warehoused by the Company’s third-party distributors, is stated at lower of cost or market, with cost determined according to the weighted average cost method. The valuation of inventory requires us to estimate the amount of obsolete and excess inventory. The determination of obsolete and excess inventory requires us to estimate the future demand for the Company’s products within specific time horizons, generally six months or less. If the Company’s demand forecast for specific products is greater than actual demand and the Company fails to reduce purchasing accordingly, the Company could be required to write down inventory, which would have a negative impact on the Company’s gross margin.

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 of the assets compared to its carrying value. If impairment is recognized, the carrying value of the impaired asset is reduced to its fair value, based on discounted estimated future cash flows. During fiscal year 2013, the Company tested its long-lived assets for impairment and recognized pre-tax, non-cash impairment charges of $0.8 million related to the carrying value of two Company-owned Buffet Units in Texas and one Company-owned Pie Five Unit in Texas that is planned to be relocated in fiscal 2014. No impairment charges were incurred in fiscal 2012.

The Company periodically evaluates the realizability of its deferred tax assets based upon the Company’s analysis of existing tax credits by jurisdiction and expectations of the Company’s ability to utilize these tax assets through a review of estimated future taxable income and establishment of tax strategies. These estimates could be materially impacted by changes in future taxable income, the results of tax strategies or changes in tax law.

The Company recognizes food and supply revenue when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Franchise revenue consists of income from license fees, royalties, and area development and foreign master license sales. License fees are recognized as income when there has been substantial performance of the agreement by both the franchisee and the Company, generally at the time the restaurant is opened. Royalties are recognized as income when earned.

The Company accounts for uncertain tax positions in accordance with ASC 740-10, which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. ASC 740-10 requires that a company recognize in its financial statements the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of September 29, 2013 and September 23, 2012, the Company had no uncertain tax positions.

The Company assesses its exposures to loss contingencies from legal matters based upon factors such as the current status of the cases and consultations with external counsel and provides for the exposure by accruing an amount if it is judged to be probable and can be reasonably estimated. If the actual loss from a contingency differs from management’s estimate, operating results could be adversely impacted.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information it is required to disclose in the reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer, or persons performing similar functions, have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. During the most recent fiscal quarter, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to claims and legal actions in the ordinary course of its business. The Company believes that all such claims and actions currently pending against it are either adequately covered by insurance or would not have a material adverse effect on the Company’s annual results of operations, cash flows or financial condition if decided in a manner that is unfavorable to the Company.

Item 1A. Risk Factors

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and the Use of Proceeds

On May 23, 2007, the board of directors of the Company approved a stock purchase plan (the “2007 Stock Purchase Plan”) authorizing the purchase of up to 1,016,000 shares of the Company’s common stock in the open market or in privately negotiated transactions. On June 2, 2008, the Company’s board of directors amended the 2007 Stock Purchase Plan to increase the number of shares the Company may repurchase by 1,000,000 shares to a total of 2,016,000 shares. On April 22, 2009, the board of directors further amended the 2007 Stock Purchase Plan by increasing the aggregate number of shares the Company may repurchase by 1,000,000 shares to a total of 3,016,000 shares. The 2007 Stock Purchase Plan does not have an expiration date. There were no stock purchases in the three months ending September 29, 2013. As of September 29, 2013, up to an additional 848,425 shares could be purchased under the 2007 Stock Purchase Plan.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

3.1

Articles of Incorporation (filed as Exhibit 3.1 to Form 8-K filed on September 23, 2011 and incorporated herein by reference).

3.2

By-laws (filed as Exhibit 3.1 to Form 8-K filed on September 23, 2011 and incorporated herein by reference).

10.1

Second Amendment to Loan and Security Agreement among Pizza Inn, Inc., Pie Five Pizza Company, Inc. and The F&M Bank & Trust Company dated September 10, 2013 (filed as Exhibit 10.1 to Form 8-K filed on September 13, 2013 and incorporated herein by reference).

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

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 thereunto duly authorized.

PIZZA INN HOLDINGS, INC.

(Registrant)

By: /s/ Randall E. Gier

Randall E. Gier

President and Chief Executive Officer

By: /s/ Christi Key

Christi Key

Controller

Dated: November 12, 2013

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and The Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

RAVE 10-Q Quarter ended Sept. 29, 2013