FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2015

 

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to _________________ Commission file number: 0-31555

BAB, Inc.

(Name of small business issuer in its charter)

 

Delaware	36-4389547
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

 500 Lake Cook Road, Suite 475, Deerfield, Illinois 60015

 

(Address of principal executive offices) (Zip Code)

 

Issuer's telephone number (847) 948-7520

 

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☒  No ☐     

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☒   No ☐        

 

Indicate by checkmark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ☐      Accelerated filer ☐      Non-accelerated filer ☐    (Do not check if a smaller reporting company) Smaller reporting company ☒

 

Indicate by checkmark whether the registrant is a shell company. Yes ☐         No ☒

 

As of October 13, 2015 BAB, Inc. had: 7,263,508 shares of Common Stock outstanding.

  

 

  

TABLE OF CONTENTS

 

PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	Controls and Procedures	12
PART II	OTHER INFORMATION	13
Item 1.	Legal Proceedings	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	14
SIGNATURE		14

  

 

  

PART I

 

ITEM 1.

FINANCIAL STATEMENTS

BAB, Inc.

Consolidated Balance Sheets

 

 

SEE ACCOMPANYING NOTES

 

 

 

BAB, Inc.

Consolidated Statements of Income

For the Three and Nine Month Periods Ended August 31, 2015 and 2014

(Unaudited)

 

 

SEE ACCOMPANYING NOTES

  

 

  

BAB, Inc.

Consolidated Statements of Cash Flows

For the Nine Months Ended August 31, 2015 and 2014

(Unaudited)

 

 

 SEE ACCOMPANYING NOTES

  

 

   

BAB, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three and Nine Month Periods Ended August 31, 2015 and 2014

 

(Unaudited)

 

 

 

   

 

 

 

 

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding the development of the Company's business, the markets for the Company's products, anticipated capital expenditures, and the effects of completed and proposed acquisitions, and other statements contained herein regarding matters that are not historical facts, are forward-looking statements as is within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements include risks and uncertainties, actual results could differ materially from those expressed or implied by such forward-looking statements as set forth in this report, the Company's Annual Report on Form 10-K and other reports that the Company files with the Securities and Exchange Commission. Certain risks and uncertainties are wholly or partially outside the control of the Company and its management, including its ability to attract new franchisees; the continued success of current franchisees; the effects of competition on franchisees and consumer acceptance of the Company's products in new and existing markets; fluctuation in development and operating costs; brand awareness; availability and terms of capital; adverse publicity; acceptance of new product offerings; availability of locations and terms of sites for store development; food, labor and employee benefit costs; changes in government regulation (including increases in the minimum wage); regional economic and weather conditions; the hiring, training, and retention of skilled corporate and restaurant management; and the integration and assimilation of acquired concepts. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

General

 

There are 81 franchised and 5 licensed units at August 31, 2015 compared to 90 franchised and 5 licensed units at August 31, 2014.  System-wide revenues for the nine months ended August 31, 2015 were $26.0 million as compared to August 31, 2014 which were $26.8 million.

 

The Company's revenues are derived primarily from the ongoing royalties paid to the Company by its franchisees and receipt of initial franchise fees.  Additionally, the Company derives revenue from the sale of licensed products (My Favorite Muffin mix, Big Apple Bagels cream cheese, Big Apple Bagels frozen bagels and Brewster's coffee), and through nontraditional channels of distribution (Kohr Bros., Kaleidoscoops and Green Beans Coffee). Also included in licensing fees and other income is Operation’s Sign Shop revenue. The Sign Shop provides the majority of signage, which includes but is not limited to, posters, menu panels, outside window stickers and counter signs to franchisees to provide consistency and convenience.

 

Royalty fees represent a 5% fee on net retail and wholesale sales of franchised units. Royalty revenues are recognized on an accrual basis using actual franchise receipts. Generally, franchisees report and remit royalties on a weekly basis. The majority of month-end receipts are recorded on an accrual basis based on actual numbers from reports received from franchisees shortly after the month-end. Estimates are utilized in certain instances where actual numbers have not been received and such estimates are based on the average of the last 10 weeks’ actual reported sales.

 

The Company recognizes franchise fee revenue upon the opening of a franchise store or upon the signing of a Master Franchise Agreement. Direct costs associated with the franchise sale are deferred until the franchise fee revenue is recognized.  These costs include site approval, construction approval, commissions, blueprints and training costs.

 

 

 

In 2014 a Master Franchise Agreement (“MFA”) was entered into with a Dubai based organization which includes ten Middle East Countries. The MFA is for $200,000, is nonrefundable and represents full payment for the MFA and the first fifteen stores owned by the Master Franchisee (“MF”), and/or franchised locations. There was an initial payment of $100,000, $50,000 was paid in April of this year and $50,000 was paid in September of 2015. All BAB locations under the MFA operated by a franchisee will pay BAB Systems 50% of the current royalty and service fee payable to the MF. The first Big Apple Bagels location, which is owned by the MF, is currently under development.

 

The Company earns a licensing fee from the sale of BAB branded products, which includes coffee, cream cheese, muffin mix and frozen bagels from a third-party commercial bakery, to the franchised and licensed units.

 

As of August 31, 2015, the Company employed 15 full-time and 2 part-time employees at the Corporate office. The employees are responsible for corporate management and oversight, accounting, advertising and franchising.  None of the Company's employees are subject to any collective bargaining agreements and management considers its relations with its employees to be good.

 

Results of Operations

 

Three Months Ended August 31, 2015 versus Three Months Ended August 31, 2014

 

For the three months ended August 31, 2015 and 2014, the Company reported net income of $135,000 and $168,000, respectively. Total revenue of $609,000 increased $9,000, or 1.5%, for the three months ended August 31, 2015, as compared to total revenue of $600,000 for the three months ended August 31, 2014.

 

Royalty fee revenue of $441,000, for the quarter ended August 31, 2015, decreased $18,000, or 3.9%, from the $459,000 for quarter ended August 31, 2014. There were fewer locations in 2015 versus same period in 2014.

 

Franchise fee revenues of $50,000, for the quarter ended August 31, 2015, increased $13,000 as compared to the same quarter 2014. There were two stores opened in the three months ending August 31, 2015 compared to one store opening and three transfers in the same period 2014.

 

Licensing fee and other income of $118,000, for the quarter ended August 31, 2015, increased $14,000, or 13.5% from $104,000 for the quarter ended August 31, 2014. The increase in licensing fees and other income was primarily due to an increase in Sign Shop revenue for the third quarter 2015 compared to same period 2014.

 

Total operating expenses of $482,000, for the quarter ended August 31, 2015 increased $43,000, or 9.8% from $439,000 for the quarter ended August 31, 2014. The 2015 increase was primarily due to an increase in Sign Shop cost of goods of $12,000, an increase in employee benefit expense of $15,000, an increase in franchise development expense of $7,000, an increase in payroll and payroll tax expense of $4,000 and an increase in general operating expenses of $5,000 compared to the same period 2014.

 

Interest expense and interest income netted to less than a $1,000 in the quarter ended August 31, 2015 as compared to $1,000 in net interest expense for the same period 2014.

 

Earnings per share, as reported for basic and diluted outstanding shares for each of the second quarters ended August 31, 2015 and 2014 was $0.02 per share.

 

 

 

Nine Months Ended August 31, 2015 versus Nine Months Ended August 31, 2014

 

For the nine months ended August 31, 2015 and 2014, the Company reported net income of $9,000 and net income of $471,000, respectively. Total revenue of $1,669,000 decreased $237,000, or 12.4%, for the nine months ended August 31, 2015, as compared to total revenue of $1,906,000 for the nine months ended August 31, 2014.

 

Royalty fee revenue of $1,278,000, for the nine months ended August 31, 2015, decreased $33,000, or 2.5%, from the $1,311,000 for the nine months ended August 31, 2014. Royalty revenues were down because there are fewer operating units in 2015 versus 2014.

 

Franchise fee revenues of $80,000, for the nine months ended August 31, 2015, decreased $192,000 as compared to the same quarter 2014. Two full production stores opened, one BAB Express store opened and three stores transferred in 2015 compared to two stores opened, five stores transferred and an International Master Franchise Agreement was signed with a UAE franchisee in 2014.

 

Licensing fee and other income of $311,000, for the nine months ended August 31, 2015, decreased $12,000, or 3.7%, from $323,000 for the nine months ended August 31, 2014. The $12,000 decrease in 2015 was primarily due to a $13,000 decrease in Sign Shop revenue and a $21,000 decrease in nontraditional revenue, offset by $22,000 of settlement income compared to the same period in 2014.

 

Total operating expenses of $1,668,000 increased $243,000, or 17.1%, for the nine months ended August 31, 2015, from $1,425,000 for the same period 2014. The increase in total operating expenses in 2015 as compared to same period 2014 was primarily due to an increase of $243,000 for a legal settlement in 2015 where there were no such expenses in 2014. In addition, payroll related expenses increased $19,000, primarily due to the fiscal 2015 employee Christmas bonus, franchise sales advertising increased $14,000, and employee benefit expense increased $36,000 primarily due to an increase in health insurance premiums and a Company 401(k) matching program started January 1, 2015 for the nine months ended August 31, 2015 compared to the same period in 2014. The increases were offset by decreases in legal expenses of $24,000 and a reduction in bad debt reserve of $26,000 a decrease in occupancy expense of $8,000, a decrease in franchise development expense of $7,000 and a decrease in Sign Shop cost of goods of $7,000 for the nine months ended August 31, 2015 compared to the same period in 2014.

 

Interest income and interest expense for the nine months ended August 31, 2015 and 2014 netted to $1,000 and $3,000, respectively.

 

There was a $9,000 credit to income tax expense for the nine months ended August 31, 2015 versus a $7,000 income tax expense for the nine months ended August 31, 2014 due to changes in estimates.

 

Earnings per share, as reported for basic and diluted outstanding shares for the nine months ended August 31, 2015 was $0.00 per share compared to income of $0.06 in 2014.

 

 

 

Liquidity and Capital Resources

 

At August 31, 2015, the Company had working capital of $527,000 and unrestricted cash of $694,000. At November 30, 2014 the Company had working capital of $800,000 and unrestricted cash of $710,000.

    

During the nine months ended August 31, 2015, the Company had net income of $9,000 and operating activities provided cash of $279,000. The principal adjustments to reconcile the net income to cash provided in operating activities for the nine months ending August 31, 2015 were depreciation and amortization of $13,000 less a provision for uncollectible accounts of $7,000. In addition, changes in operating assets and liabilities increased cash by $264,000. During August 31, 2014, the Company had net income of $471,000 and operating activities provided cash of $318,000. The principal adjustments to reconcile net income to cash provided by operating activities for the nine months ending August 31, 2014 were depreciation and amortization of $14,000, a loss on assets held for sale of $4,000 and a provision for uncollectible accounts of $20,000. In addition changes in operating assets and liabilities decreased cash by $190,000.

 

The Company used $3,000 and $8,000 for investing activities for the nine months ended August 31, 2015 and 2014, respectively.

 

The Company used $291,000 and $363,000 for cash distribution/dividend payments during the nine month period ended August 31, 2015 and 2014, respectively.

 

On September 2, 2015, the Board of Directors authorized a $0.01 per share cash distribution/dividend to shareholders of record as of September 21, 2015, payable October 9, 2015. Although there can be no assurances that the Company will be able to pay cash distributions/dividends in the future, it is the Company’s intent that future cash distributions/dividends will be considered based on profitability expectations and financing needs and will be declared at the discretion of the Board of Directors. It is the Company’s intent going forward to declare and pay cash distributions/dividends on a quarterly basis if warranted.

 

The Company believes execution of its cash distribution/dividend policy will not have any material adverse effects on its cash or its ability to fund current operations or future capital investments.

 

The Company has no financial covenants on its outstanding debt.

 

Cash Distribution and Dividend Policy

 

It is the Company’s intent that future cash distributions/dividends will be considered after reviewing profitability expectations and financing needs and will be declared at the discretion of the Board of Directors. Due to the general economic downturn and its impact on the Company, there can be no assurance that the Company will generate sufficient earnings to pay out cash distributions/dividends. The Company will continue to analyze its ability to pay cash distributions/dividends on a quarterly basis.

 

The Company believes that for tax purposes the cash distributions declared in 2015 may be treated as a return of capital to stockholders depending on each stockholder’s basis or it may be treated as a dividend or a combination of the two. Determination of whether it is a cash distribution, cash dividend or combination of the two will not be made until after December 31, 2015, as the classification or combination is dependent upon the Company’s earnings and profits for tax purposes for its fiscal year ending November 30, 2015.

 

The Company believes execution of this policy will not have any material adverse effect on its ability to fund current operations or future capital investments.

 

 

 

Recent Accounting Pronouncements

 

Revenue from Contracts with Customers, ASU 2014-09 establishes a comprehensive revenue recognition standard for virtually all industries in U.S. GAAP, including those that previously followed industry-specific guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. The standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, (v) recognize revenue when (or as) the entity satisfies a performance obligation. Entities will generally be required to make more estimates and use more judgment than under current guidance, which will be highlighted for users through increased disclosure requirements. The ASU is effective for the Company, for annual periods beginning after December 15, 2017. The Company will adopt ASU 2014-09 for fiscal year ending November 30, 2019 and the Company is evaluating the impact that adoption of this guidance might have on the Company’s consolidated financial position, cash flows or results of operations.

 

Management does not believe that there are any other recently issued and effective or not yet effective pronouncements as of August 31, 2015 that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations.

  

Critical Accounting Policies

 

The Company has identified significant accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved could result in material changes to its financial condition or results of operations under different conditions or using different assumptions.  The Company's most critical accounting policies are related to revenue recognition, valuation of long-lived and intangible assets, deferred tax assets and the related valuation allowance.  Details regarding the Company's use of these policies and the related estimates are described in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2014, filed with the Securities and Exchange Commission on February 23, 2015.  There have been no material changes to the Company's critical accounting policies that impact the Company's financial condition, results of operations or cash flows for the three or nine months ended August 31, 2015.

  

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

BAB, Inc. has no interest, currency or derivative market risk.

  

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of both our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on such evaluation, both our Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2015 our disclosure controls and procedures are effective (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed by us in the reports that we submit under the Exchange Act is accumulated and communicated to our management, including our executive and financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

 

  

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the nine months of fiscal year 2015 to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Compliance with Section 404 of Sarbanes-Oxley Act

 

The Company is in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Act”).

  

PART II

 

ITEM 1.

LEGAL PROCEEDINGS

 

We are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of such proceedings or claims cannot be predicted with certainty, management does not believe that the outcome of any of such proceedings or claims will have a material effect on our financial position. Except as stated below, we know of no pending or threatened proceeding or claim to which we are or will be a party.

 

The Company had previously reported that on July 8, 2013, a judgment was entered in the Circuit Court of Cook County against BAB Operations, Inc. (“Operations”), a wholly owned subsidiary of BAB, Inc., and in favor of a former landlord of Operations, Alecta Real Estate USA, LLC.  In September 2013 the Company filed an appeal. On March 23, 2015 the Appellate Court found in favor of the plaintiff and against Operations, affirming the trial court’s judgment. The legal settlement of $243,000 was recorded in the first quarter 2015 and payment was made in the second quarter 2015 and it includes the judgment, attorney’s fees and interest. 

   

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

   

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

   

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable

   

ITEM 5.

OTHER INFORMATION

 

None.

   

 

   

ITEM 6.

EXHIBITS

 

See index to exhibits

 

SIGNATURE 

 

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BAB, Inc.

 

Dated: October 13, 2015	/s/ Geraldine Conn
	Geraldine Conn
	Chief Financial Officer

  

INDEX TO EXHIBITS

 

(a)  EXHIBITS

 

The following exhibits are filed herewith.

 

INDEX NUMBER	DESCRIPTION
3.1	Articles of Incorporation (See Form 10-KSB for year ended November 30, 2006)
3.2	Bylaws of the Company (See Form 10-KSB for year ended November 30, 2006)
4.1	Preferred Shares Rights Agreement (See Form 8-K filed May 6, 2013)
10.1	Long-Term Incentive and Stock Option Plan (See Form 10-K/A for year ended November 30, 2014)
10.2	Long-Term Debt (See Form 10-K/A for year ended November 30, 2014)
21.1	List of Subsidiaries of the Company
31.1, 31.2	Section 302 of the Sarbanes-Oxley Act of 2002
32.1, 32.2	Section 906 of the Sarbanes-Oxley Act of 2002

  

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definition

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

** XBRL

information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

14