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, 2018 and 2017

 (Unaudited)

 

 

SEE ACCOMPANYING NOTES

 

 

BAB, Inc.

Consolidated Statements of Cash Flows

For the Nine Months Ended August 31, 2018 and 2017

 (Unaudited)

 

 

 SEE ACCOMPANYING NOTES

 

 

BAB, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three and Nine Month Periods Ended August 31, 2018 and 2017

 

 (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 79 franchised and 4 licensed units at August 31, 2018 compared to 83 franchised and 3 licensed units at August 31, 2017.  System-wide revenues for the nine months ended August 31, 2018 were $25.2 million as compared to August 31, 2017 which were $26.3 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 (Green Beans Coffee).  Also, included in licensing fees and other income is Operations Sign Shop results.  For franchise consistency and convenience, the Sign Shop provided the majority of signage to franchisees, including but not limited to, menu panels, build charts, interior and exterior signage and point of purchase materials.  Beginning December 2017, a majority of franchise signage and point of sale materials is being outsourced to a printer that will be able to provide consistency and convenience to the franchisees.  The printer will be independently billing and collecting funds from the franchisee, but the outsourcing of signage will not have a material effect on revenues or net income.  

 

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.

 

 

The Company earns licensing fees 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, 2018, the Company employed 13 full-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

The Company earns licensing fees 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.

 

Results of Operations

 

Three Months Ended August 31, 2018 versus Three Months Ended August 31, 2017

 

For the three months ended August 31, 2018 and 2017, the Company reported net income of $173,000 and $132,000, respectively. Total revenue of $556,000 decreased $8,000, or 1.4%, for the three months ended August 31, 2018, as compared to total revenue of $564,000 for the three months ended August 31, 2017.

 

Royalty fee revenue of $432,000, for the quarter ended August 31, 2018, decreased $15,000, or 3.4%, from the $447,000 for quarter ended August 31, 2017.

 

Franchise fee revenues of $18,000, for the quarter ended August 31, 2018, increased $8,000, or 80.0% from the $10,000 for the quarter ended August 31, 2017. There were no store openings for third quarters 2018 or 2017 and three transfers in the quarter ended August 31, 2018 compared to two store transfers in the three months ending August 31, 2017.

 

Licensing fee and other income of $106,000, for the quarter ended August 31, 2018, decreased $1,000, or 0.9% from $107,000 for the quarter ended August 31, 2017. License fees and settlement income increased $31,000, offset by a decrease in Sign Shop revenue of $15,000 and $17,000 decrease in rebate income in the three months ended August 31, 2018 compared to the same period 2017.

 

Total operating expenses of $384,000, for the quarter ended August 31, 2018 decreased $48,000, or 11.1% from $432,000 for the quarter ended August 31, 2017. The 2018 decrease was primarily due to a decrease in salary expenses of $30,000, a decrease in employee benefit expense of $9,000, a decrease in advertising and promotion of $5,000, a decrease in occupancy of $3,000, a decrease in professional services of $2,000, and a decrease in Sign Shop cost of goods sold of $7,000, offset by an increase in general business expenses of $4,000, an increase in insurance of $2,000 and an increase in travel versus 2017.

 

Earnings per share, as reported for basic and diluted outstanding shares for the quarter ended August 31, 2018 and 2017 was $0.02.

 

Nine Months Ended August 31, 2018 versus Nine Months Ended August 31, 2017

 

For the nine months ended August 31, 2018 and 2017, the Company reported net income of $451,000 and $321,000, respectively.  Total revenue of $1,617,000 decreased $47,000, or 2.8%, for the nine months ended August 31, 2018, as compared to total revenue of $1,664,000 for the nine months ended August 31, 2017. 

 

Royalty fee revenue of $1,242,000, for the nine months ended August 31, 2018, decreased $53,000, or 4.1%, from the $1,295,000 for the nine months ended August 31, 2017. Royalty revenues decreased primarily due to decreased sales and fewer stores.

 

Franchise fee revenues of $20,000, for the nine months ended August 31, 2018, decreased $30,000, or 60.0%, from the $50,000 for the nine months ended August 31, 2017. For the nine months of 2018 there were four transfers compared to two stores opened and two transfers for the same period in 2017.

 

 

Licensing fee and other income of $355,000, for the nine months ended August 31, 2018, decreased $36,000, or 11.3%, from $319,000 for the nine months ended August 31, 2017.  The increase in 2018 was primarily due to an increase in settlement income of $100,000, an increase of $15,000 in gift card breakage and a $10,000 increase in rebate and license fee income versus 2017, offset by a decrease in 2018 of $44,000 in Sign Shop revenue and a decrease of $45,000 in traditional revenue compared to 2017.

 

Total operating expenses of $1,151,000 decreased $193,000, or 14.4%, for the nine months ended August 31, 2018, from $1,344,000 for the same period 2017.  The decrease in 2018 was primarily due to a decrease in payroll of $101,000, a $31,000 decrease in employee benefits, a $17,000 decrease in franchise development, a $15,000 decrease in advertising and promotion, a $10,000 decrease in both occupancy expense and depreciation and amortization and a $3,000 decrease in professional fees. There was a $12,000 decrease in Sign Shop cost of goods sold, offset by a $3,000 increase in shipping and handling expense, a $2,000 increase in provision for uncollectible accounts and a $1,000 increase in general expenses compared to same period 2017. 

 

There was a $15,000 income tax expense recorded for the nine months ended August 31, 2018 compared to none in the same period 2017.

 

Earnings per share, as reported for basic and diluted outstanding shares for the nine months ended August 31, 2018 and 2017 was $0.06 and $0.04 per share, respectively.

 

Liquidity and Capital Resources

 

At August 31, 2018, the Company had working capital of $806,000 and unrestricted cash of $949,000. At November 30, 2017 the Company had working capital of $648,000 and unrestricted cash of $793,000.

    

During the nine months ended August 31, 2018, the Company had net income of $451,000 and operating activities provided cash of $454,000. The principal adjustments to reconcile net income to cash provided in operating activities for the nine months ending August 31, 2018 were depreciation and amortization of $1,000 and $5,000 proceeds from the sale of equipment, less a provision for uncollectible accounts of $3,000. In addition, changes in operating assets and liabilities increased cash by less than $1,000. During the nine months ended August 31, 2017 the Company had net income of $321,000 and operating activities provided cash of $139,000. The principal adjustments to reconcile the net income to cash provided in operating activities for the nine months ending August 31, 2017 were depreciation and amortization of $11,000 less a provision for uncollectible accounts of $5,000. In addition, changes in operating assets and liabilities decreased cash by $188,000.

 

The Company used $7,000 and $9,000 for investing activities for the nine months ended August 31, 2018 and 2017, respectively.

 

The Company used $291,000 for cash distribution/dividend payments during the nine month periods ended August 31, 2018 and 2017.

 

On September 4, 2018, the Board of Directors declared a $0.01 quarterly cash distribution/dividend to shareholders of record as of September 18, 2018, payable October 2, 2018. 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.

 

 

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. 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.

 

Determination of whether it is a cash distribution, cash dividend or combination of the two will not be made until after December 31, 2018, as the classification or combination is dependent upon the Company’s earnings and profits for tax purposes for its fiscal year ending November 30, 2018.

 

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 and Adopted 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 standard requires that the transaction price received from customers be allocated to each separate and distinct performance obligation. The transaction price attributable to each separate and distinct performance obligation is then recognized as the performance obligations are satisfied. We have evaluated franchise fees and have determined that under the new standard the franchise fee is not separate and distinct from the overall franchise right. Franchise fees received will be recorded as deferred revenue and recognized as revenue over the term of each respective franchise agreement, typically 10 years.  The Company is still evaluating the financial impact that this change will have on our financial statements.

 

We have evaluated the impact of our franchise contributions to and subsequent expenditures from our marketing fund. We act as an agent in regard to these franchisee contributions and expenditures and as such we do not currently include them in our Consolidated Statements of Income. We have determined we are the principal in these arrangements and under the new standard we will include them as revenue and expense items.  The Company is still evaluating the specific effect of this change. We believe it will have a material impact on our gross amount of reported revenues and expenses but we do not expect a significant impact on our net income.  The Company will adopt ASU 2014-09 for fiscal year ending November 30, 2019.

 

 

On February 25, 2016, the FASB issued ASU No. 2016-02, Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented.  The Company is planning on early adoption of this standard at the commencement of the new lease beginning October 1, 2018.  The Company will classify the new office lease as an operating lease. The adoption of ASU No. 2016-02 is expected to increase the Company’s total assets and liabilities by approximately $500,000 based on a discounted calculation of the future lease payments, as of October 1, 2018. A discount rate of 4% is used for the present value calculation of the future lease payments. The Company expects the impact on the results of its operations to equal the amortization of the asset, net of the present value discount, on a straight line basis over the lease term.

 

Management does not believe that there are any other recently issued and effective or not yet effective pronouncements 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, 2017, filed with the Securities and Exchange Commission on February 26, 2018.  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, 2018.

 

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, 2018 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 2018 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. We know of no pending or threatened proceeding or claim to which we are or will be a party.

 

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 12, 2018	/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 filed February 28, 2007)
3.2		Bylaws of the Company (See Form 10-KSB for year ended November 30, 2006 filed February 28, 2007)
4.1		Preferred Shares Rights Agreement (See Form 8-K filed May 7, 2013)
4.2		Preferred Shares Rights Agreement Amendment No. 1 (See Form 8-K filed June 18, 2014)
4.3		Preferred Shares Rights Agreement Amendment No. 2 (See Form 8-K filed August 18, 2015)
4.4		Preferred Shares Rights Agreement Amendment No. 3 (See Form 8-K filed May 22, 2017)
21.1		List of Subsidiaries of the Company
31.1		Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS	XBRL Instance Document, filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document, filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document, filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document, filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith

 

 

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