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BAB, INC. - Quarter Report: 2020 February (Form 10-Q)

babs20200229_10q.htm
 

FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 29, 2020

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BABB

OTCQB

 

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 every Interactive Data File required to be submitted 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 such files).   Yes ☒   No ☐

 

Indicate by checkmark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer   ☐    Accelerated filer   ☐    Non-accelerated filer  ☐    Smaller reporting company ☒   Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐                          

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

As of April 13, 2020 BAB, Inc. had: 7,263,508 shares of Common Stock outstanding.

 

 

 

 

TABLE OF CONTENTS

 

PART I

FINANCIAL INFORMATION

3
     

Item 1.

Financial Statements

3
     

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

14
     

Item 3

Quantitative and Qualitative Disclosures About Market Risk

17
     

Item 4

Controls and Procedures

17
     

PART II

OTHER INFORMATION

18
     

Item 1.

Legal Proceedings

18
     

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

18
     

Item 3

Defaults Upon Senior Securities

18
     

Item 4

Mine Safety Disclosures

18
     

Item 5

Other Information

18
     

Item 6

Exhibits

19
     

SIGNATURE

20
 

 

2

 

 

PART I

 

ITEM 1.

FINANCIAL STATEMENTS

BAB, Inc.

Consolidated Balance Sheets

 

   

February 29, 2020

   

November 30, 2019

 
   

(unaudited)

         

ASSETS

               

Current Assets

               

Cash

  $ 939,402     $ 1,095,235  

Restricted cash

    387,209       400,434  

Receivables

               

Trade accounts and notes receivable (net of allowance for doubtful accounts of $21,786 in 2020 and $24,792 in 2019 )

    77,027       66,870  

Marketing fund contributions receivable from franchisees and stores

    19,832       17,219  

Prepaid expenses and other current assets

    83,405       94,145  

Total Current Assets

    1,506,875       1,673,903  
                 

Property, plant and equipment (net of accumulated depreciation of $156,090 in 2020 and $155,752 in 2019)

    3,324       3,662  

Trademarks

    461,445       461,445  

Goodwill

    1,493,771       1,493,771  

Definite lived intangible assets (net of accumulated amortization of $124,235 in 2020 and $125,278 in 2019)

    13,748       12,625  

Operating lease right of use

    364,287       384,159  

Deferred tax asset

    200,000       200,000  

Total Noncurrent Assets

    2,536,575       2,555,662  

Total Assets

  $ 4,043,450     $ 4,229,565  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current Liabilities

               

Accounts payable

  $ 5,235     $ 4,195  

Accrued expenses and other current liabilities

    294,491       287,414  

Unexpended marketing fund contributions

    404,847       416,305  

Deferred franchise fee revenue

    33,956       29,363  

Deferred licensing revenue

    23,572       31,072  

Current portion operating lease liability

    93,870       92,139  

Total Current Liabilities

    855,971       860,488  
                 

Long-term Liabilities (net of current portion)

               

Operating lease liability

    334,984       359,242  

Deferred franchise revenue

    90,935       72,670  

Deferred licensing revenue

    6,547       7,440  

Total Long-term Liabilities

    432,466       439,352  

Total Liabilities

  $ 1,288,437     $ 1,299,840  
                 

Stockholders' Equity

               

Preferred shares -$.001 par value; 4,000,000 authorized; no shares outstanding as of February 29, 2020 and November 30, 2019

    -       -  

Preferred shares -$.001 par value; 1,000,000 Series A authorized; no shares outstanding as of February 29, 2020 and November 30, 2019

    -       -  

Common stock -$.001 par value; 15,000,000 shares authorized; 8,466,953 shares issued and 7,263,508 shares outstanding as of February 29, 2020 and November 30, 2019

    13,508,257       13,508,257  

Additional paid-in capital

    987,034       987,034  

Treasury stock

    (222,781 )     (222,781 )

Accumulated deficit

    (11,517,497 )     (11,342,785 )

Total Stockholders' Equity

    2,755,013       2,929,725  

Total Liabilities and Stockholders' Equity

  $ 4,043,450     $ 4,229,565  

 

SEE ACCOMPANYING NOTES

 

3

 

 

BAB, Inc.

Consolidated Statements of Income

For the Three Month Periods Ended February 29, 2020 and February 28, 2019

 (Unaudited)

 

   

For the three months ended:

 
   

February 29, 2020

   

February 28, 2019

 

REVENUES

               

Royalty fees from franchised stores

  $ 387,339     $ 373,118  

Franchise Fees

    3,650       13,413  

Licensing fees and other income

    77,174       96,981  

Marketing fund revenue

    227,521       228,788  

Total Revenues

    695,684       712,300  
                 

OPERATING EXPENSES

               

Selling, general and administrative expenses:

               

Payroll and payroll-related expenses

    230,405       215,935  

Occupancy

    33,678       19,636  

Advertising and promotion

    13,910       11,327  

Professional service fees

    49,117       59,634  

Travel

    7,999       7,959  

Employee benefit expenses

    37,190       39,733  

Depreciation and amortization

    740       399  

Marketing fund expenses

    227,521       228,788  

Other

    37,034       27,289  

Total Operating Expenses

    637,594       610,700  

Income from operations

    58,090       101,600  

Interest income

    104       260  

Income before provision for income taxes

    58,194       101,860  

Provision for income taxes

               

Income tax expense

    15,000       5,000  

Net Income

  $ 43,194     $ 96,860  
                 

Net Income per share - Basic and Diluted

  $ 0.01     $ 0.01  
                 

Weighted average shares outstanding - Basic and diluted

    7,263,508       7,263,508  

Cash distributions declared per share

  $ 0.03     $ 0.03  

 

SEE ACCOMPANYING NOTES

 

4

 

 

BAB, Inc.

Consolidated Statements of Cash Flows

For the Three Months Ended February 29, 2020 and February 28, 2019

(Unaudited)

 

   

For the three months ended:

 
   

February 29, 2020

   

February 28, 2019

 

Operating activities

               

Net Income

  $ 43,194     $ 96,860  

Adjustments to reconcile net income to cash

               

flows provided by operating activities:

               

Depreciation and amortization

    740       399  

Provision for uncollectible accounts, net of recoveries

    (2,646 )     (11,035 )

Noncash lease expense

    7,611       25,888  

Changes in:

               

Trade accounts receivable and notes receivable

    (7,511 )     4,142  

Marketing fund contributions receivable

    (2,613 )     2,760  

Prepaid expenses and other

    10,740       8,596  

Accounts payable

    1,040       (952 )

Accrued liabilities

    (3,189 )     624  

Unexpended marketing fund contributions

    (11,458 )     (24,816 )

Deferred revenue

    14,465       (5,556 )

Net Cash Provided by Operating Activities

    50,373       96,910  
                 

Investing activities

               

Capitalization of trademark renewals

    (1,525 )     (750 )

Net Cash (Used In)/Provided By Investing Activities

    (1,525 )     (750 )
                 

Financing activities

               

Cash distributions/dividends

    (217,906 )     (217,906 )

Net Cash Used In Financing Activities

    (217,906 )     (217,906 )
                 

Net Decrease in Cash, Cash Equivalents and Restricted Cash

    (169,058 )     (121,746 )

Cash, Cash Equivalents and Restricted Cash - Beginning of Period

    1,495,669       1,509,227  

Cash, Cash Equivalents and Restricted Cash - End of Period

  $ 1,326,611     $ 1,387,481  
                 
                 

Supplemental disclosure of cash flow information:

               

Interest paid

  $ -     $ -  

Income taxes paid

  $ -     $ 1,800  

 

 SEE ACCOMPANYING NOTES

 

5

 

BAB, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three Months Ended February 29, 2020 and February 28, 2019

 

(Unaudited)

 

 

Note 1. Nature of Operations

 

BAB, Inc. (“the Company”) has three wholly owned subsidiaries: BAB Systems, Inc. (“Systems”), BAB Operations, Inc. (“Operations”) and BAB Investments, Inc. (“Investments”). Systems was incorporated on December 2, 1992, and was primarily established to franchise Big Apple Bagels® (“BAB”) specialty bagel retail stores. My Favorite Muffin (“MFM”) was acquired in 1997 and is included as a part of Systems. Brewster’s (“Brewster’s”) was established in 1996 and the coffee is sold in BAB and MFM locations. SweetDuet® (“SD”) frozen yogurt can be added as an additional brand in a BAB location. Operations was formed in 1995, primarily to operate Company-owned stores of which there are currently none. The assets of Jacobs Bros. Bagels (“Jacobs Bros.”) were acquired in 1999, and any branded wholesale business uses this trademark. Investments was incorporated in 2009 to be used for the purpose of acquisitions. To date there have been no acquisitions.

 

The Company was incorporated under the laws of the State of Delaware on July 12, 2000.  The Company currently franchises and licenses bagel and muffin retail units under the BAB, MFM and SD trade names. At February 29, 2020, the Company had 73 franchise units and 7 licensed units in operation in 22 states and the United Arab Emirates. There are 2 units under development. The Company additionally derives income from the sale of its trademark bagels, muffins and coffee through nontraditional channels of distribution including under a licensing agreement with Green Beans Coffee.

 

The BAB franchised brand consists of units operating as “Big Apple Bagels®,” featuring daily baked bagels, flavored cream cheeses, premium coffees, gourmet bagel sandwiches and other related products. BAB units are primarily concentrated in the Midwest and Western United States.  The MFM brand consists of units operating as “My Favorite Muffin Gourmet Muffin Bakery™” (“MFM Bakery”), featuring a large variety of freshly baked muffins and coffees and units operating as “My Favorite Muffin Your All Day Bakery Café®” (“MFM Cafe”) featuring these products as well as a variety of specialty bagel sandwiches and related products.  The SweetDuet® is a branded self-serve frozen yogurt that can be added as an additional brand in a BAB location.  Although the Company doesn't actively market Brewster's stand-alone franchises, Brewster's coffee products are sold in most franchised units.     

 

The Company is leveraging on the natural synergy of distributing muffin products in existing BAB units and, alternatively, bagel products and Brewster's Coffee in existing MFM units. The Company expects to continue to realize efficiencies in servicing the combined base of BAB and MFM franchisees.

 

The accompanying condensed consolidated financial statements are unaudited. These financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading.  These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended November 30, 2019 which was filed February 24, 2020.  In the opinion of the Company's management, the condensed consolidated financial statements for the unaudited interim period presented include all adjustments, including normal recurring adjustments, necessary to fairly present the results of such interim period and the financial position as of the end of said period. The results of operations for the interim period are not necessarily indicative of the results for the full year.

 

6

 

 

2. Summary of Significant Accounting Policies

 

Unaudited Consolidated Financial Statements

 

The accompanying unaudited Condensed Consolidated Financial Statements of BAB, Inc. have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Uses of Estimates

 

The preparation of the financial statements and accompanying notes are in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.

 

Accounts and Notes Receivable

 

Receivables are carried at original invoice amount less estimates for doubtful accounts. Management determines the allowance for doubtful accounts by reviewing and identifying troubled accounts and by using historical collection experience. A receivable is considered to be past due if any portion of the receivable balance is outstanding 90 days past the due date. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as income when received. Certain receivables have been converted to unsecured interest-bearing notes.

 

Property, Plant and Equipment

 

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are 3 to 7 years for property and equipment and 10 years, or term of lease if less, for leasehold improvements. Maintenance and repairs are charged to expense as incurred. Expenditures that materially extend the useful lives of assets are capitalized.

 

Advertising and Promotion Costs

 

The Company expenses advertising and promotion costs as incurred. All advertising and promotion costs were related to the Company’s franchise operations.

 

Leases

 

The company accounts for leases under ASC 842. Lease arrangements are determined at the inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current and long-term operating lease liabilities on the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on the consolidated balance sheets. 

 

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

 

7

 

2. Summary of Significant Accounting Policies (continued)

 

Recent Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. 

 

The amendments in ASU 2019-2 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have yet been issued.

 

If an entity early adopts these amendments in an interim period, it should reflect any adjustments as of the beginning of the annual period that includes that interim period. In addition, an entity that elects to early adopt the standard is required to adopt all of the amendments in the same period (i.e., an entity cannot select which amendments to early adopt). The Company is still evaluating the specific effect of this change. The Company will adopt ASU 2019-12 for fiscal year ending November 30, 2021.

 

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.

 

Statement of Cash Flows

 

The chart below shows the cash and restricted cash within the consolidated statements of cash flows as of February 29, 2020 and February 28, 2019 were as follows:

 

   

February 29, 2020

   

February 28, 2019

 
                 

Cash and cash equivalents

  $ 939,402     $ 965,541  

Restricted cash

    387,209       421,940  

Total cash and restricted cash

  $ 1,326,611     $ 1,387,481  

 

8

 

 

3. Revenue Recognition

 

Franchise and related revenue 

 

The Company sells individual franchises. The franchise agreements typically require the franchisee to pay an initial, non-refundable fee prior to opening the respective location(s), and continuing royalty fees on a weekly basis based upon a percentage of franchisee net sales. The initial term of franchise agreements are typically 10 years.  Subject to the Company’s approval, a franchisee may generally renew the franchise agreement upon its expiration.  If approved, a franchisee may transfer a franchise agreement to a new or existing franchisee, at which point a transfer fee is typically paid by the current owner which then terminates that franchise agreement. A franchise agreement is signed with the new franchisee with no franchise fee required. If a contract is terminated prior to its term, it is a breach of contract and a penalty is assessed based on a formula reviewed and approved by management. Revenue generated from a contract breach is termed settlement income by the Company and included in licensing fees and other income.

 

Under the terms of our franchise agreements, the Company typically promises to provide franchise rights, pre-opening services such as blueprints, operational materials, planning and functional training courses, and ongoing services, such as management of the marketing fund. Upon adoption of Topic 606, the Company determined that certain pre-opening activities, and the franchise rights and related ongoing services, represented two separate performance obligations. The franchise fee revenue has been allocated to the two separate performance obligations using a residual approach. The Company has estimated the value of performance obligations related to certain pre-opening activities deemed to be distinct based on cost plus an applicable margin, and assigned the remaining amount of the initial franchise fee to the franchise rights and ongoing services. Revenue allocated to preopening activities is recognized when (or as) these services are performed. Revenue allocated to franchise rights and ongoing services is deferred until the store opens, and recognized on a straight line basis over the duration of the agreement, as this ensures that revenue recognition aligns with the customer’s access to the franchise right.

 

Royalty income is recognized during the respective franchise agreement based on the royalties earned each period as the underlying franchise store sales occur. Adoption of ASC 606 will not change when the royalty revenue is recognized, this new guidance did not impact the recognition of royalty income.

 

There are two items involving revenue recognition of contracts that require us to make subjective judgments: the determination of which performance obligations are distinct within the context of the overall contract and the estimated stand alone selling price of each obligation. In instances where our contract includes significant customization or modification services, the customization and modification services are generally combined and recorded as one distinct performance obligation.

 

Gift Card Breakage Revenue

 

The Company sells gift cards to its customers in its retail stores and through its Corporate office. The Company’s gift cards do not have an expiration date and are not redeemable for cash except where required by law. Revenue from gift cards is recognized upon redemption in exchange for product and reported within franchisee store revenue and the royalty and marketing fees are paid and shown in the Condensed Consolidated Statements of Income. Until redemption, outstanding customer balances are recorded as a liability. An obligation is recorded at the time of sale of the gift card and it is included in accrued expenses on the Company’s Condensed Consolidated Balance Sheets.

 

The Company recognizes gift card breakage proportional to actual gift card redemptions as required under ASC 606 on a quarterly basis and it is included in licensing fees and other revenue. Significant judgments and estimates are required in determining the breakage rate and will be reassessed each quarter.

 

9

 

3. Revenue Recognition (continued)

 

Nontraditional and rebate revenue

 

As part of the Company’s franchise agreements, the franchisee purchases products and supplies from designated vendors.  The Company may receive various fees and rebates from the vendors and distributors on product purchases by franchisees.  In addition, the Company may collect various initial fees, and those fees are classified as deferred revenue in the balance sheet and straight lined over the life of the contract as deferred revenue in the balance sheet. The Company does not possess control of the products prior to their transfer to the franchisee and products are delivered to franchisees directly from the vendor or their distributors. The Company recognizes the rebates as franchisees purchase products and supplies from vendors or distributors and recognizes the initial fees over the contract life and the fees are reported as licensing fees and other income in the Condensed Consolidated Statements of Income.

 

Marketing Fund

 

Franchise agreements require the franchisee to pay continuing marketing fees on a weekly basis, based on a percentage of franchisees sales. Marketing fees are not paid on franchise wholesale sales. The balance sheet includes marketing fund cash, which is the restricted cash, accounts receivable and unexpended marketing fund contributions. The Company has determined that although the marketing fees are not separate performance obligations distinct from the underlying franchise right, the Company acts as the principal as it is primarily responsible for the fulfillment and control of the marketing services. As a result, the Company records marketing fees in revenues and related marketing fund expenditures in expenses in the Condensed Consolidated Statement of Income.

 

Contract balances 

 

Information about contract balances is as follows:

 

   

February 29, 2020

   

December 1, 2019

 
                 

Assets

               

Accounts receivable

  $ 71,126     $ 58,853  

Total Assets

    71,126       58,853  
                 

Liabilities

               

Contract liabilities - current

    597,890       622,724  

Contract liabilities - long-term

    97,482       80,110  
                 

Total Contract Liabilities

  $ 695,372     $ 702,834  

 

10

 

3. Revenue Recognition (continued)

 

Accounts receivable represent weekly royalty payments and monthly vendor rebate payments that represent billed and unbilled receivables due as of February 29, 2020 and December 1, 2019. The balance of contract liabilities includes franchise fees, license fees and vendor payments that have ongoing contract rights and the fees are being straight lined over the contract life. Contract liabilities also include marketing fund balances and gift card liability balances.

 

   

Accounts

Receivable

   

Contract

Liabilities

 
                 

Balance at December 1, 2019

  $ 58,853     $ 702,834  
                 

Revenue Recognized

    173,344       (304,635 )
                 

Amounts (collected) or invoiced, net

    (161,071 )     297,173  

Balance at February 29, 2020

  $ 71,126     $ 695,372  

 

Transaction price allocated to remaining performance obligations as of February 29, 2020:

 

(a)          2020

  $ 52,743  

2021

    27,252  

2022

    18,667  

2023

    13,995  

2024

    11,864  

Thereafter

    30,489  

Total

  $ 155,010  

 

(a) represents the estimate for the remainder of 2020

 

The remaining performance obligations of above chart include performance obligations that are a part of a contract that has an original expected duration of more than one year. Also included, are license fees that have a contract fee of one year or less and deferred revenue for nontraditional revenue contracts of one year or greater duration. There is no marketing fund or gift card contract liabilities included. .

 

 

4. Units Open and Under Development

 

Units which are open or under development at February 29, 2020 are as follows:

 

Stores open:

       
         

Franchisee-owned stores

    73  

Licensed Units

    7  
      80  

Unopened stores with Franchise Agreements

    2  
         

Total operating units and units with Franchise Agreements

    82  

 

11

 

 

5. Earnings per Share

 

The following table sets forth the computation of basic and diluted earnings per share: 

 

   

For the three months ended:

 
   

February 29, 2020

   

February 28, 2019

 

Numerator:

               

Net income available to common shareholders

  $ 43,194     $ 96,860  
                 

Denominator:

               

Weighted average outstanding shares

               

Basic and diluted common stock

    7,263,508       7,263,508  

Earnings per Share - Basic

  $ 0.01     $ 0.01  

 

 

 6. Goodwill and Other Intangible Assets

 

Accounting Standard Codification (“ASC”) 350 “Goodwill and Other Intangible Assets” requires that assets with indefinite lives no longer be amortized, but instead be subject to annual impairment tests.

 

Following the guidelines contained in ASC 350, the Company tests goodwill and intangible assets that are not subject to amortization for impairment annually or more frequently if events or circumstances indicate that impairment is possible. The Company has elected to conduct its annual test during the first quarter. During the quarter ended February 28, 2020, management qualitatively assessed goodwill to determine whether testing was necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy, and changes in the composition and carrying amounts of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is then performed. After determining that there were no significant changes to the Company’s operations and overall business environment since the first quarter, management determined that the carrying value of goodwill was not impaired at February 29, 2020, and was not considered necessary.

 

Due to the impact of the COVID-19 pandemic subsequent to quarter-end, management will be reviewing goodwill and intangible assets for impairment again in the second quarter.

 

 

 

7. Lease Commitments

 

The Company rents its office under an operating lease which requires it to pay base rent, real estate taxes, insurance and general repairs and maintenance. A lease was signed in June of 2018, effective October 1, 2018, expiring on March 31, 2024 with an option to renew for a 5 year period. A six month rent abatement and tenant allowance was provided in the lease, with any unused portion to be applied to base rent. The unused portion was determined to be $21,300. The renewal option has not been included in the measurement of the lease liability.

 

Monthly rent expense is recognized on a straight-line basis over the term of the lease. At February 29, 2020 the remaining lease term was 49 months. The operating lease is included in the balance sheet at the present value of the lease payments at a 5.25% discount rate. The discount rate was considered to be an estimate of the Company’s incremental borrowing rate.

 

12

 

7. Lease Commitments (continued)

 

Gross future minimum annual rental commitments as of February 29, 2020 are as follows:

 

   

Undiscounted Rent

Payments

 

Year Ending November 30:

       

2020

  $ 82,892  

2021

    113,024  

2022

    115,673  

2023

    118,322  

Thereafter

    40,176  

Total Undiscounted Rent Payments

    470,087  
         

Present Value Discount

    (41,233 )

Present Value

  $ 428,854  
         

Short-term lease liability

  $ 93,870  

Long-term lease liability

    334,984  

Total Operating Lease Liability

  $ 428,854  

 

 

8. Stockholder’s Equity

 

On December 5, 2019, a $.01 quarterly and a $0.02 special cash distribution/dividend per share was declared and paid on January 8, 2020.

 

On March 5, 2020, a $0.01 quarterly cash distribution/dividend per share was declared to shareholders of record as of March 23, 2020 and paid April 08, 2020.

 

On May 6, 2013, the Board of Directors (“Board”) of BAB, Inc. authorized and declared a dividend distribution of one right for each outstanding share of the common stock of BAB, Inc. to stockholders of record at the close of business on May 13, 2013. Each right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Series A Participating Preferred Stock of the Company at an exercise price of $0.90 per one-thousandth of a Preferred Share, subject to adjustment. The complete terms of the Rights are set forth in a Preferred Shares Rights Agreement, dated May 6, 2013, between the Company and IST Shareholder Services, as rights agent.

 

The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% (or 20% in the case of certain institutional investors who report their holdings on Schedule 13G) or more of the Common Shares without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.

 

Full details about the Rights Plan are contained in a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on May 7, 2013.

 

On June 18, 2014 an amendment to the Preferred Shares Rights Agreement was filed appointing American Stock Transfer & Trust Company, LLC as successor to Illinois Stock Transfer Company. All original rights and provisions remain unchanged. On August 18, 2015 an amendment was filed to the Preferred Shares Rights Agreement changing the final expiration date to mean the fifth anniversary of the date of the original agreement. All other original rights and provisions remain the same. On May 22, 2017 an amendment was filed extending the final expiration date to mean the seventh anniversary date of the original agreement. All other original rights and provisions remain the same. On February 22, 2019 an amendment was filed extending the final expiration date to mean the ninth anniversary date of the original agreement. All other original rights and provisions remain the same.

 

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9. Subsequent Events

 

In recent weeks, the COVID-19 outbreak in the United States has resulted in reduced customer traffic for our franchisees, resulting in reduced royalty revenue and ultimately reduced nontraditional revenues. The disruption in customer traffic is temporary but, at this time there is uncertainty in the duration.

 

In order to support our franchisees during this difficult time, the Company has waived marketing fees for March 16, 2020 through May 6, 2020. We have provided as much information on the CARES stimulus package as we have available to our franchisees and encouraged them to apply for the Payroll Protection Program loan included in the CARE stimulus package. We are also in the process of applying for funds under the Payroll Protection Program. We will continue to evaluate the effects of the COVID-19 outbreak on our operations.

 

The Company expects the Coronavirus Pandemic to negatively impact its operating results, however at this time the financial impact cannot be reasonably estimated.

 

 

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.

 

14

 

General

 

There are 73 franchised and 7 licensed units at February 29, 2020 compared to 73 franchised and 6 licensed units at February 17, 2019.  System-wide revenues for the three months ended February 29, 2020 and February 28, 2019 were $7.8 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 and Brewster's coffee), and through nontraditional channels of distribution through a licensing agreement with Green Beans Coffee.

 

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.

 

There are two items involving revenue recognition of contracts that require us to make subjective judgments: the determination of which performance obligations are distinct within the context of the overall contract and the estimated stand alone selling price of each obligation. In instances where our contract includes significant customization or modification services, the customization and modification services are generally combined and recorded as one distinct performance obligation.

 

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 February 29, 2020, 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 with its employees to be good.

 

Results of Operations

 

Three Months Ended February 29, 2020 versus Three Months Ended February 28, 2019

 

For the three months ended February 29, 2020 and February 28, 2019, the Company reported net income of $43,000 and $97,000, respectively. Total revenue of $696,000 decreased $16,000, or 2.2%, for the three months ended February 29, 2020, as compared to total revenue of $712,000 for the three months ended February 28, 2019. Franchise fees decreased $10,000 and licensing fees and other income decreased $20,000, offset by an increase of $14,000 for royalty fee revenue.

 

Royalty fee revenue of $387,000, for the quarter ended February 29, 2020, increased $14,000, or 3.8%, from the $373,000 for quarter ended February 28, 2019.

 

Franchise fee revenues of $4,000, for the quarter ended February 29, 2020, decreased $9,000, or 69.2%, from the $13,000 for the quarter ended February 28, 2019. There were no transfers or new store openings in 2020 and two transfers of $5,000 each in 2019. The balance of the franchise revenue for both 2020 and 2019 was related to revenue recognition under ASU606.

 

15

 

Licensing fee and other income of $77,000, for the quarter ended February 29, 2020, decreased $20,000, or 20.6% from $97,000 for the quarter ended February 28, 2019. Settlement income decreased $30,000, offset by an increase in license fees of $7,000, nontraditional and other of $3,000 in 2020 versus 2019.

 

Total operating expenses of $638,000, for the quarter ended February 29, 2020 increased $28,000, or 4.6% from $610,000 for the quarter ended February 28, 2019. The increase was primarily employee salary increases of $14,000, occupancy cost of $14,000 because CAM charges were due in 2020 and abated in 2019, advertising increased $3,000, and a decrease in general expense of $3,000 in 2020 versus 2019. In addition, there was an $8,000 increase in provision for uncollectible accounts because this year there was a $3,000 reserve reduction versus an $11,000 reduction in 2019. The increase was offset by decreased professional fees of $11,000 and a decrease in employee benefits of $3,000.

 

There was an income tax expense of $15,000 in 2020 and $5,000 in 2019.

 

Earnings per share, as reported for basic and diluted outstanding shares for the quarters ended February 29, 2020 and February 28, 2019 was $0.01.

 

Liquidity and Capital Resources

 

At February 29, 2020, the Company had working capital of $651,000 and unrestricted cash of 939,000. At November 30, 2019 the Company had working capital of $813,000 and unrestricted cash of $1,095,000.

    

During the three months ended February 29, 2020, the Company had net income of $43,000 and operating activities provided cash of $50,000. The principal adjustments to reconcile net income to cash provided in operating activities for the three months ending February 29, 2020 was depreciation and amortization of $1,000, a decrease in noncash lease expense of $3,000 and provision for uncollectible accounts of $3,000. In addition, changes in operating assets and liabilities increased cash by $12,000. During the three months ended February 28, 2019, the Company had net income of $97,000 and operating activities provided cash of $97,000. The principal adjustments to reconcile net income to cash provided in operating activities for the three months ending February 28, 2019 was an increase in noncash lease expense of $26,000 and a decrease in the provision for uncollectible accounts of $11,000. In addition, changes in operating assets and liabilities decreased cash by $15,000.

 

The Company’s investing activities were $2,000 and $1,000, respectively for the three months ended February 29, 2020 and February 28, 2019.

 

The Company used $218,000 for cash distribution/dividend payments during the three month periods ended February 29, 2020 and February 28, 2019.

 

On March 5, 2020 the Board of Directors declared a $0.01 per share quarterly cash distribution/dividend to shareholders of record as of March 23, 2020 paid April 08, 2020.

 

 

Cash Distribution and Dividend Policy

 

Due to the impact of the Coronavirus Pandemic, the Company’s intent is to suspend future dividends. 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. The Company will continue to analyze its ability to pay cash distributions/dividends on a quarterly basis.

 

Determination of whether distributions are considered a cash distribution, cash dividend or combination of the two will not be made until after December 31, 2020, as the classification or combination is dependent upon the Company’s earnings and profits for tax purposes for its fiscal year ending November 30, 2020.

 

16

 

Recent Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. 

 

The amendments in ASU 2019-2 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have yet been issued.

 

If an entity early adopts these amendments in an interim period, it should reflect any adjustments as of the beginning of the annual period that includes that interim period. In addition, an entity that elects to early adopt the standard is required to adopt all of the amendments in the same period (i.e., an entity cannot select which amendments to early adopt). The Company is still evaluating the specific effect of this change. The Company will adopt ASU 2019-12 for fiscal year ending November 30, 2021.

 

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 other 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, 2019, filed with the Securities and Exchange Commission on February 24, 2020. 

 

 

 

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 February 29, 2020 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.

 

17

 

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 three months of fiscal year 2020 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 may be 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.

 

18

 

(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)

     

4.5

 

Preferred Shares Rights Agreement Amendment No. 4 (See Form 8-K filed February 25, 2019)

     

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

 

19

 

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:  April 13, 2020

/s/ Geraldine Conn

 

Geraldine Conn

 

Chief Financial Officer

 

 

20