ITEM 5. MARKET FOR
REGISTRANT’S
COMMON EQUITY
,
RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY
SECURITIES
The following table sets forth the quarterly high and low reported closing sales prices for the Company's common stock, as reported in the Nasdaq Small Cap Market for the two years ended November 30, 2018 and 2017. The Company's common stock is traded on the NASDAQ OTCQB Marketplace under the symbol "BABB."
|
Year Ended: November 30, 2018
|
Low
|
High
|
|
First quarter
|
0.63
|
0.72
|
|
Second quarter
|
0.65
|
0.74
|
|
Third quarter
|
0.65
|
0.72
|
|
Fourth quarter
|
0.66
|
0.71
|
|
|
|
|
|
Year Ended: November 30, 2017
|
Low
|
High
|
|
First quarter
|
0.73
|
0.88
|
|
Second quarter
|
0.69
|
0.83
|
|
Third quarter
|
0.69
|
0.78
|
|
Fourth quarter
|
0.61
|
0.82
|
As of February 15, 2019, the Company's Common Stock was held by 138 holders of record. Registered ownership includes nominees who may hold securities on behalf of multiple beneficial owners. The Company estimates that the number of beneficial owners of its common stock at February 15, 2019, is approximately 1,000 based upon information provided by a proxy services firm.
CASH DISTRIBUTION AND
DIVIDEND POLICY
On December 6, 2018, a $0.01 quarterly and a $0.02 special cash distribution/dividend per share was declared and paid on January 11, 2019.
The Board of Directors declared a $0.01 quarterly cash distribution/dividend per share on March 7, June 4 and September 4, 2018, paid April 13, July 6, and October 2, 2018, respectively.
The Board of Directors declared a cash distribution/dividend on March 15, June 7 and September 7, 2017 of $0.01 per share, paid April 20, July 13, and October 13, 2017, respectively. On December 5, 2017, a $0.01 quarterly and a $0.01 special cash distribution/dividend per share was declared and paid on January 12, 2018.
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.
ITEM 6. SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
ITEM
7
. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The selected financial data contained herein has been derived from the consolidated financial statements of the Company included elsewhere in this Report on Form 10-K. The data should be read in conjunction with the consolidated financial statements and notes thereto. 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 and disclosures contained herein and throughout this Annual Report regarding matters that are not historical facts, are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). In such cases, we may use words such as "believe," "intend," "expect," "anticipate" and the like. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. 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 franchisee store results; 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
The Company has 76 franchised and 4 licensed units with 4 units under development at the end of 2018. Units in operation and under development at the end of 2017 included 82 franchised and 3 licensed units and 2 units under development. System-wide revenues were $33.8 million in 2018 and $35.0 million in 2017.
The Company's revenues are derived primarily from the ongoing royalties paid to the Company by its franchisees and from 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 a licensing agreement with Green Beans Coffee. Beginning in December 2017, a majority of franchise signage and point of sale materials was outsourced to a printer that provides consistency and convenience to the franchisees, and prior to December 2017, Sign Shop revenue was included in licensing and other income.
YEAR 20
1
8
COMPARED TO YEAR 20
17
Total revenues from all sources decreased $48,000, or 2.2%, to $2,173,000 in 2017 from $2,221,000 in the prior year due to a decrease in royalty revenue of $62,000, a decrease in franchisee fee revenue of $16,000, offset by an increase in licensing fees and other income of $30,000.
Royalty revenue from franchise stores decreased $62,000, or 3.6%, to $1,665,000 in 2018 as compared to $1,727,000 in 2017. Franchise fee revenue decreased $16,000, or 32.0%, to $34,000 in 2018 versus $50,000 in 2017. During fiscal 2018 there were 6 transfers, compared to 2 store openings and 2 transfers in 2017. Licensing fees and other income increased $30,000, or 6.8%, to $474,000 in 2018 compared to $444,000 in 2017. The increase in licensing and other income was primarily due to an increase of $184,000 in settlement and other income, offset by a decrease of $55,000 for Sign Shop revenues and $99,000 in nontraditional revenues in 2018 as compared to 2017.
Total operating expenses in 2018 were $1,636,000, or 75.3% of revenues, compared to $1,761,000, or 79.3% of revenues in 2017. Total operating expenses decreased $125,000, or 7.1%, in 2018 compared to 2017.
The decrease in operating expenses of $125,000 in 2018 was primarily due to a decrease in payroll of $45,000 and employee benefit expense of $30,000 for 2018. In addition, occupancy expense decreased in 2018 by $24,000 due to a reduction in square footage of the Corporate office space in October and November. There was also a decrease in advertising and promotions of $10,000, a decrease in legal expenses of $4,000, a decrease in franchise development and compliance of $25,000, a decrease in Sign Shop expenses for cost of goods and obsolete inventory of $26,000 and a decrease in depreciation and amortization of $10,000. These expenses were offset by an increase in bad debt expense of $27,000 and an increase in general expenses of $22,000.
Interest income was less than $1,000 in 2018 and 2017.
There was an income tax expense of $30,000 in 2018 compared to an expense of $6,000 in 2017.
Net income totaled $508,000 or 23.4% of revenue in 2018 as compared to $454,000 or 20.4%, of revenue in the prior year. Earnings per share for basic and diluted outstanding shares in 2018 and 2017 are $.07 and $.06, respectively.
LIQUIDITY AND CAPITAL RESOURCES
At November 30, 2018, the Company had working capital of $756,000 and unrestricted cash of $1,065,000. At November 30, 2017, the Company had working capital of $648,000 and unrestricted cash of $793,000.
During fiscal 2018, the Company had net income of $508,000 and operating activities which provided cash of $642,000. The principal adjustments to reconcile net income to cash provided by operating activities were depreciation and amortization of $1,000, the provision for uncollectible accounts of $21,000 and noncash lease expense of $17,000. In addition, changes in other operating assets and liabilities increased a total of $94,000. During fiscal 2017, the Company had net income of $454,000 and operating activities which provided cash of $260,000. The principal adjustments to reconcile net income to cash provided by operating activities were depreciation and amortization of $12,000, less the provision for uncollectible accounts of $6,000. In addition, changes in other operating assets and liabilities decreased a total of $200,000.
During fiscal 2018, the Company used $6,000 for investing activities for equipment purchases and trademark renewal. During fiscal 2017, the Company used $11,000 for investing activities for trademark renewals.
For financing activities in fiscal 2018 and 2017, $363,000 was used for cash distributions/dividend payments to common stockholders.
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. On December 6, 2018, a $0.01 quarterly and a $0.02 special cash distribution/dividend per share was declared and paid on January 11, 2019.
The Company believes execution of its cash distribution/dividend policy will not have any material adverse effects on its ability to fund current operations or future capital investments.
The Company has no outstanding debt at November 30, 2018.
OFF BALANCE SHEET ARRANGEMENTS
The Company has no off balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
The Company's significant accounting policies are presented in the Notes to the Consolidated Financial Statements (see Note 2 of the audited consolidated financial statements included herein). While all of the significant accounting policies impact the Company's Consolidated Financial Statements, some of the policies may be viewed to be more critical. The more critical policies are those that are most important to the portrayal of the Company's financial condition and results of operations and that require management's most difficult, subjective and/or complex judgments and estimates. Management bases its judgments and estimates on historical experience and various other factors that are believed to be reasonable under the circumstances. The results of judgments and estimates form the basis for making judgments about the Company's value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions or conditions. Management believes the following are its most critical accounting policies because they require more significant judgments and estimates in preparation of its consolidated financial statements.
Revenue Recognition
Royalty fees from franchised stores 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 on the store’s opening. Direct costs associated with the sale of franchises are deferred until the franchise fee revenue is recognized. These costs include site approval, construction approval, commissions, blueprints and training costs.
The Company will recognize revenue upon a signed and completed franchise agreement for a Master Franchise Agreement (“MFA”). The revenue for a MFA is a nonrefundable fee and the amount of the fee is dependent on the area covered by the MFA. In addition there will be ongoing royalty fees as determined by the contract.
The Company earns a licensing fee from the sale of BAB branded and nonbranded products, which includes coffee, cream cheese, muffin mix and par baked bagels from a third-party commercial bakery to the franchised and licensed units.
Long-Lived Assets
Property and equipment are recorded at cost. Improvements and replacements are capitalized, while expenditures for maintenance and routine repairs that do not extend the life of the asset are charged to expense as incurred. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation. Estimated useful lives for the purpose of depreciation and amortization are 3 to 7 years for property and equipment and 10 years, or the term of the lease if less, for leasehold improvements.
Following the guidelines contained in ASC 350, the corporation 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, 2018, 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. Based on a qualitative evaluation, management determined that the carrying value of goodwill was not impaired at February 28, 2018, and a quantitative assessment was not considered necessary.
Management reviewed the qualitative assessment conducted during the first quarter 2018 at year end and does not believe that any impairment exists at November 30, 2018.
Concentrations of Credit Risk
Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of royalty and wholesale accounts receivables. The Company believes it has maintained adequate reserves for doubtful accounts. The Company reviews the collectibility of receivables periodically taking into account payment history and industry conditions.
Valuation Allowance and Deferred Taxes
A valuation allowance is the portion of a deferred tax asset for which it is more likely than not that a tax benefit will not be realized.
As of November 30, 2018 the Company has net operating loss carryforwards of approximately $2,267,000 expiring between 2019 and 2029 for U.S. federal income tax purposes. The Company routinely reviews the future realization of tax assets based on projected future reversals of taxable temporary differences, available tax planning strategies and projected future taxable income. A valuation allowance has been established for $116,000 and $457,000 as of November 30, 2018 and 2017, respectively, for the deferred tax benefit related to those loss carryforwards and other deferred tax assets, that are more likely than not that the deferred tax asset will not be realized.
On December 22, 2017 the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among other provisions, the Act reduces the Federal statutory corporate income tax rate from 35% to 21%. This rate reduction resulted in a significant decrease in our provisions for income taxes for the year ended November 30, 2018. The change in the valuation allowance was $341,000, of which $196,000 was related to the change in the federal tax rate.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on our 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 of our leases do not provide an implicit rate, we use our 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. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.
Gift Card Policy
Included in accounts payable and accrued expenses at November 30, 2018 and 2017 were liabilities of $146,300 and $156,400, respectively for unredeemed gift cards. We reduce the liability for gift cards when redeemed by a franchisee. If a gift card is not redeemed, we recognize revenue when the likelihood of its redemption becomes remote, generally 6 years from the date of issuance.
Recent Accounting Pronouncements
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 early adopted this standard at the commencement of the new lease beginning October 1, 2018. The Company has classified the new office lease as an operating lease. The adoption of ASU No. 2016-02 increased the Company’s total assets and liabilities by $494,000 based on a discounted calculation of the future lease payments. A discount rate of 5.25% was used for the present value calculation of the future lease payments. The results on its operations is equal to amortization of the asset, net of the present value discount, on a straight line basis over the lease term.
Recent Accounting Pronouncements (continued)
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. Under previous GAAP standards, franchise fees and costs associated with opening a franchise location were netted and the balance of the franchise fee was recognized when the location was opened for business. Upon adoption of Topic 606 in fiscal 2019 franchise fees less nonspecific expenses will be amortized over the life of the franchise contract and specific expenses being recognized immediately. This new standard, as compared to previous years will decrease franchise fee revenue by approximately $20,000 and $25,000 for each BAB and MFM location opened, respectively. The retrospective adjustment to franchise fee revenue for 2019 will increase franchise revenue by approximately $14,000 and the cumulative adjustment as of December 1, 2018 will reduce retained earnings by approximately $83,000.
In addition, 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 under prior GAAP standards, we have not currently included them in our Consolidated Statements of Income. Upon adoption of Topic 606, we have determined we are the principal in these arrangements and under the new standard we will include them as revenue and expense items. Additionally, we have determined that the advertising services provided to franchisees are highly interrelated with the franchise right and therefore not distinct. Franchisees remit to us a percentage of restaurant sales as consideration for providing the advertising services. As a result, revenues for advertising services are recognized when the related sales occur based on the application of the sales-based royalty exception within Topic 606. We believe the approximate impact on revenues and expenses for 2019, based on 2018 numbers, will increase both revenue and expenses by approximately $988,000. There will not be an impact on our net income.
The ASU is effective for the Company, for fiscal years beginning after December 15, 2017. The Company will adopt ASU 2014-09 for fiscal year ending November 30, 2019 and the Company does not believe that the impact of adoption of this guidance will have a material effect on the Company’s financial position, cash flows or results of operations.
Recent Accounting Pronouncements (continued)
In March 2016, the Financial Accounting Standards Board issued ASU 2016-04, Liabilities – Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. The amendments in the ASU are designed to provide guidance and eliminate diversity in the accounting for derecognition of prepaid stored-value product liabilities. Typically, a prepaid stored-value product liability is to be derecognized when it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. This is when the likelihood of the product holder exercising its remaining rights becomes remote. This estimate shall be updated at the end of each period. The amendments in this ASU are effective for the annual reporting periods beginning after December 15, 2017. The Company currently follows a policy of recognizing breakage revenue after a card has been issued and not returned for a predetermined period per the Company policy. Revenue is recognized in the first quarter each year for breakage of prepaid stored-value products. This standard will be adopted in fiscal 2019. The Company does not believe that adoption of this guidance will have a material impact on the Company’s financial position, cash flows or results of operations.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for all interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. We do not expect the adoption of ASU 2016-18 to have a material impact on our Consolidated Statements of Cash Flows.
Management does not believe that there are any other recently issued and effective or not yet effective pronouncements as of November 30, 2018 that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In regard to interest, foreign currency and commodity price risk the Company does not believe that these are significant risk factors.
ITEM 8. FINANCIAL STATEMENTS
The Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm is included immediately following.
BAB, Inc.
Years Ended November 30, 2018 and 2017
C o n t e n t s
|
Report of Independent Registered Public Accounting Firm
|
17
|
|
|
|
|
Consolidated Balance Sheets
|
18
|
|
|
|
|
Consolidated Statements of Income
|
19
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity
|
20
|
|
|
|
|
Consolidated Statements of Cash Flows
|
21
|
|
|
|
|
Notes to the Consolidated Financial Statements
|
22 - 34
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of BAB, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of BAB, Inc. and Subsidiaries (the Company) as of November 30, 2018 and 2017, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the two-year period ended November 30, 2018, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of November 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
|
|
|
|
|
We have served as the Company’s auditor since 2007.
|
|
|
|
Oak Park, Illinois
|
|
February 25, 2019
|
6611 W. North Avenue ▪ Oak Park, IL 60302 ▪ P 708.386.1433 ▪ F 708.386.0139 ▪ www.sassetti.com
BAB, Inc
Consolidated Balance Sheets
November 30
,
20
1
8
and
20
1
7
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,065,265
|
|
|
$
|
792,655
|
|
|
Restricted cash
|
|
|
443,962
|
|
|
|
693,425
|
|
|
Receivables
|
|
|
|
|
|
|
|
|
|
Trade accounts and notes receivable (net of allowance for doubtful accounts of $39,377 in 2018 and $19,438 in 2017)
|
|
|
78,012
|
|
|
|
56,342
|
|
|
Marketing fund contributions receivable from franchisees and stores
|
|
|
15,831
|
|
|
|
12,635
|
|
|
Inventories
|
|
|
3,195
|
|
|
|
19,761
|
|
|
Prepaid expenses and other current assets
|
|
|
66,295
|
|
|
|
85,770
|
|
|
Total Current Assets
|
|
|
1,672,560
|
|
|
|
1,660,588
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment (net of accumulated depreciation of $155,024 in 2018 and $154,762 in 2017)
|
|
|
1,142
|
|
|
|
5,515
|
|
|
Trademarks
|
|
|
459,637
|
|
|
|
459,637
|
|
|
Goodwill
|
|
|
1,493,771
|
|
|
|
1,493,771
|
|
|
Definite lived intangible assets (net of accumulated amortization of $123,949 in 2018 and $123,398 in 2017)
|
|
|
9,742
|
|
|
|
-
|
|
|
Operating Lease Right of Use
|
|
|
480,785
|
|
|
|
-
|
|
|
Deferred tax asset
|
|
|
248,000
|
|
|
|
248,000
|
|
|
Total Noncurrent Assets
|
|
|
2,693,077
|
|
|
|
2,206,923
|
|
|
Total Assets
|
|
$
|
4,365,637
|
|
|
$
|
3,867,511
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
38,224
|
|
|
$
|
43,741
|
|
|
Accrued expenses and other current liabilities
|
|
|
296,227
|
|
|
|
243,397
|
|
|
Unexpended marketing fund contributions
|
|
|
459,413
|
|
|
|
706,856
|
|
|
Deferred franchise fee revenue
|
|
|
27,000
|
|
|
|
-
|
|
|
Deferred licensing revenue
|
|
|
46,667
|
|
|
|
18,155
|
|
|
Current portion operating lease liability
|
|
|
48,635
|
|
|
|
-
|
|
|
Total Current Liabilities
|
|
|
916,166
|
|
|
|
1,012,149
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term operating lease liability (net of current portion)
|
|
|
449,409
|
|
|
|
-
|
|
|
Total Liabilities
|
|
|
1,365,575
|
|
|
|
1,012,149
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
Preferred shares -$.001 par value; 4,000,000 authorized; no shares outstanding as of November 30, 2018 and November 30, 2017
|
|
|
-
|
|
|
|
-
|
|
|
Preferred shares -$.001 par value; 1,000,000 Series A authorized; no shares outstanding as of November 30, 2018 and November 30, 2017
|
|
|
-
|
|
|
|
-
|
|
|
Common stock -$.001 par value; 15,000,000 shares authorized; 8,466,953 shares issued and 7,263,508 shares outstanding as of November 30, 2018 and November 30, 2017
|
|
|
13,508,257
|
|
|
|
13,508,257
|
|
|
Additional paid-in capital
|
|
|
987,034
|
|
|
|
987,034
|
|
|
Treasury stock
|
|
|
(222,781
|
)
|
|
|
(222,781
|
)
|
|
Accumulated deficit
|
|
|
(11,272,448
|
)
|
|
|
(11,417,148
|
)
|
|
Total Stockholders' Equity
|
|
|
3,000,062
|
|
|
|
2,855,362
|
|
|
Total Liabilities and Stockholders' Equity
|
|
$
|
4,365,637
|
|
|
$
|
3,867,511
|
|
See accompanying notes
BAB, Inc
Consolidated Statements of Income
Years Ended November 30, 2018 and 2017
|
|
|
2018
|
|
|
2017
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
Royalty fees from franchised stores
|
|
$
|
1,665,016
|
|
|
$
|
1,726,976
|
|
|
Franchise fees
|
|
|
34,500
|
|
|
|
50,000
|
|
|
Licensing fees and other income
|
|
|
473,815
|
|
|
|
443,917
|
|
|
Total Revenues
|
|
|
2,173,331
|
|
|
|
2,220,893
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
Payroll and payroll-related expenses
|
|
|
971,830
|
|
|
|
1,017,435
|
|
|
Occupancy
|
|
|
153,614
|
|
|
|
177,592
|
|
|
Advertising and promotion
|
|
|
14,027
|
|
|
|
24,065
|
|
|
Professional service fees
|
|
|
126,050
|
|
|
|
130,323
|
|
|
Travel
|
|
|
40,312
|
|
|
|
41,271
|
|
|
Employee benefit expense
|
|
|
129,116
|
|
|
|
158,646
|
|
|
Depreciation and amortization
|
|
|
1,210
|
|
|
|
11,536
|
|
|
Other
|
|
|
199,456
|
|
|
|
200,459
|
|
|
Total Operating Expenses
|
|
|
1,635,615
|
|
|
|
1,761,327
|
|
|
Income from operations
|
|
|
537,716
|
|
|
|
459,566
|
|
|
Interest income
|
|
|
159
|
|
|
|
107
|
|
|
Income before provision for income taxes
|
|
|
537,875
|
|
|
|
459,673
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
Current tax expense
|
|
|
30,000
|
|
|
|
5,500
|
|
|
Net Income
|
|
$
|
507,875
|
|
|
$
|
454,173
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - Basic and Diluted
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - Basic and Diluted
|
|
|
7,263,508
|
|
|
|
7,263,508
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions declared per share
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
See accompanying notes
B
AB, Inc
Consolidated Statements of Stockholders’ Equity
Years Ended
November 30,
20
1
8
and 20
1
7
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Treasury Stock
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Shares
|
|
|
Amount
|
|
|
Deficit
|
|
|
Total
|
|
|
November 30, 2016
|
|
|
8,466,953
|
|
|
$
|
13,508,257
|
|
|
$
|
987,034
|
|
|
|
1,203,445
|
|
|
$
|
(222,781
|
)
|
|
$
|
(11,508,145
|
)
|
|
$
|
2,764,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Declared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(363,176
|
)
|
|
|
(363,176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
454,173
|
|
|
|
454,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2017
|
|
|
8,466,953
|
|
|
$
|
13,508,257
|
|
|
$
|
987,034
|
|
|
|
1,203,445
|
|
|
$
|
(222,781
|
)
|
|
$
|
(11,417,148
|
)
|
|
$
|
2,855,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Declared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(363,175
|
)
|
|
|
(363,175
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
507,875
|
|
|
|
507,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2018
|
|
|
8,466,953
|
|
|
$
|
13,508,257
|
|
|
$
|
987,034
|
|
|
|
1,203,445
|
|
|
$
|
(222,781
|
)
|
|
$
|
(11,272,448
|
)
|
|
$
|
3,000,062
|
|
See accompanying notes
BAB, Inc
Consolidated Statements of Cash Flows
Years Ended
November 30,
201
8
and
2017
|
|
|
2018
|
|
|
2017
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
507,875
|
|
|
$
|
454,173
|
|
|
Adjustments to reconcile net income to cash
|
|
|
|
|
|
|
|
|
|
flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,210
|
|
|
|
11,536
|
|
|
Provision for uncollectible accounts, net of recoveries
|
|
|
20,773
|
|
|
|
(5,881
|
)
|
|
Noncash lease expense
|
|
|
17,259
|
|
|
|
-
|
|
|
Changes in:
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable and notes receivable
|
|
|
(42,443
|
)
|
|
|
383
|
|
|
Restricted cash
|
|
|
249,463
|
|
|
|
(94,538
|
)
|
|
Marketing fund contributions receivable
|
|
|
(3,196
|
)
|
|
|
(2,397
|
)
|
|
Inventories
|
|
|
15,762
|
|
|
|
(3,631
|
)
|
|
Prepaid expenses and other
|
|
|
19,475
|
|
|
|
(4,748
|
)
|
|
Accounts payable
|
|
|
(5,517
|
)
|
|
|
358
|
|
|
Accrued liabilities
|
|
|
52,830
|
|
|
|
(121,772
|
)
|
|
Unexpended marketing fund contributions
|
|
|
(247,443
|
)
|
|
|
97,476
|
|
|
Deferred revenue
|
|
|
55,512
|
|
|
|
(71,071
|
)
|
|
Net Cash Provided by Operating Activities
|
|
|
641,560
|
|
|
|
259,888
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
Capitalization of trademark renewals
|
|
|
(10,292
|
)
|
|
|
(4,455
|
)
|
|
Proceeds from sale/(purchase) of equipment
|
|
|
4,517
|
|
|
|
(6,718
|
)
|
|
Net Cash Used In Investing Activities
|
|
|
(5,775
|
)
|
|
|
(11,173
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
Cash distributions/dividends
|
|
|
(363,175
|
)
|
|
|
(363,176
|
)
|
|
Net Cash Used In Financing Activities
|
|
|
(363,175
|
)
|
|
|
(363,176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase/(Decrease) in Cash
|
|
|
272,610
|
|
|
|
(114,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash, Beginning of Period
|
|
|
792,655
|
|
|
|
907,116
|
|
|
Cash, End of Period
|
|
$
|
1,065,265
|
|
|
$
|
792,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Income taxes paid
|
|
$
|
969
|
|
|
$
|
21,091
|
|
|
NonCash Operating Activities
|
|
|
|
|
|
|
|
|
|
Right of Use Lease Asset and Liability
|
|
$
|
493,752
|
|
|
$
|
-
|
|
See accompanying notes
BAB, Inc
Notes to the Consolidated Financial Statements
November 30,
20
1
8
and 20
1
7
Note 1 - Nature of Operations
BAB, Inc (“the Company”) has three wholly owned subsidiaries: BAB Systems, Inc. (“Systems”) and 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 or MFM 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 November 30, 2018, the Company had 76 franchise units and four licensed units in operation in 22 states and the United Arab Emirates. There are 4 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. Also, included in licensing fees and other income for fiscal 2017 is the Operations Sign Shop. Beginning in December 2017, a majority of franchise signage and point of sale materials was outsourced to a printer that provides consistency and convenience to the franchisees.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
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.
Use of Estimates
The preparation of financial statements 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Royalty fees from franchised stores 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 period-end. Estimates are utilized in certain instances where actual numbers have not been received.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 201
8
and 201
7
Note 2 -Summary of Significant Accounting Policies (Continued)
Revenue Recognition (Continued)
The Company recognizes franchise fee revenue on the store’s opening. Direct costs associated with the sale of franchises are deferred until the franchise fee revenue is recognized. These costs include site approval, construction approval, commissions, blueprints and training costs.
The Company will recognize revenue upon a signed and completed franchise agreement for a Master Franchise Agreement (“MFA”). The revenue for a MFA is a nonrefundable fee and the amount of the fee is dependent on the area covered by the MFA. In addition there will be ongoing royalty fees as determined by the contract.
Big Apple Bagels®, SweetDuet Frozen Yogurt and Gourmet Muffins® and My Favorite Muffin® operating units, licensed units and unopened stores for which a Franchise Agreement has been executed, are as follows:
|
|
|
2018
|
|
|
2017
|
|
|
Operating Units
|
|
|
|
|
|
|
|
|
|
Franchise Owned
|
|
|
76
|
|
|
|
82
|
|
|
Licensed Units
|
|
|
4
|
|
|
|
3
|
|
|
|
|
|
80
|
|
|
|
85
|
|
|
Unopened stores with Franchise Agreements:
|
|
|
4
|
|
|
|
2
|
|
|
Total operating units and units with Franchise Agreements
|
|
|
84
|
|
|
|
87
|
|
License fees and other income primarily consist of license fees, Sign Shop revenues and defaulted and terminated franchise contract revenues. Revenue is recorded on an accrual basis. Actual amounts are used to record the majority of license fees although at times it is necessary to use estimates. Revenues and expenses recorded for the Sign Shop, as well as defaulted and terminated franchise contract revenue, are actual amounts. Beginning in December 2017, a majority of franchise signage and point of sale materials was outsourced to a printer that provides consistency and convenience to the franchisees, prior to December 2017, Sign Shop revenue was included in licensing and other income.
Segments
Accounting standards have established annual reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. The Company’s operations were a single reportable segment and an international segment. The international segment operations are immaterial.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 201
8
and 201
7
Note 2 - Summary of Significant Accounting Policies (Continued)
Marketing Fund
A Marketing Fund has been established for BAB, MFM and SD. Franchised stores are required to contribute a fixed percentage of their net retail sales to the Marketing Fund. Liabilities for unexpended funds received from franchisees are included as a separate line item in accrued expenses and Marketing Fund cash accounts are included in restricted funds in the accompanying Balance Sheet. The Marketing Fund also derives revenues from rebates paid by certain vendors on the sale of BAB and MFM licensed products to franchisees.
Cash
As of November 30, 2018 and 2017, the Marketing Fund cash balances, which are restricted, were $444,000 and $693,000, respectively.
The FDIC maximum insurance on all interest and noninterest bearing checking accounts is $250,000 for each entity. The Company exceeded FDIC limits on its operating and marketing accounts but did not experience any losses.
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.
Inventories
Inventories are valued at the lower of cost or market under the first-in, first-out (FIFO) method.
Property, Plant and Equipment
Property and 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.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 201
8
and 201
7
Note 2 - Summary of Significant Accounting Policies (Continued)
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. The Company
follows this guidance.
Following the guidelines contained in ASC 350, the corporation 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, 2018, 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. Based on a qualitative evaluation, management determined that the carrying value of goodwill was not impaired at February 28, 2018, and a quantitative assessment was not considered necessary.
Management reviewed the qualitative assessment conducted during the first quarter 2018 at year end and does not believe that any impairment exists at November 30, 2018.
The net book value of goodwill and intangible assets with indefinite and definite lives are as follows:
|
|
|
Goodwill
|
|
|
Trademarks
|
|
|
Definite Lived Intangibles
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Balance as of November 30, 2016
|
|
$
|
1,493,771
|
|
|
$
|
455,182
|
|
|
$
|
9,108
|
|
|
$
|
1,958,061
|
|
|
Additions
|
|
|
-
|
|
|
|
4,455
|
|
|
|
-
|
|
|
|
4,455
|
|
|
Amortization expense
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,108
|
)
|
|
|
(9,108
|
)
|
|
Net Balance as of November 30, 2017
|
|
$
|
1,493,771
|
|
|
$
|
459,637
|
|
|
$
|
-
|
|
|
$
|
1,953,408
|
|
|
Additions
|
|
|
-
|
|
|
|
-
|
|
|
|
10,292
|
|
|
|
10,292
|
|
|
Amortization expense
|
|
|
-
|
|
|
|
-
|
|
|
|
(550
|
)
|
|
|
(550
|
)
|
|
Net Balance as of November 30, 2018
|
|
$
|
1,493,771
|
|
|
$
|
459,637
|
|
|
$
|
9,742
|
|
|
$
|
1,963,150
|
|
B
AB, Inc
Notes to the Consolidated Financial Statements
November 30, 20
1
8
and 20
1
7
Note 2 - Summary of Significant Accounting Policies (Continued)
Advertising and Promotion Costs
The Company expenses advertising and promotion costs as incurred. Advertising and promotion expense was $14,000 and $24,000 in 2018 and 2017, respectively. All advertising and promotion costs were related to the Company’s franchise operations.
Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The benefits from net operating losses carried forward may be impaired or limited in certain circumstances. In addition, a valuation allowance can be provided for deferred tax assets when it is more likely than not that all or some portion of the deferred tax asset will not be realized.
The Company files a consolidated U.S. income tax return and tax returns in various state jurisdictions. Review of the Company’s possible tax uncertainties as of November 30, 2018 did not result in any positions requiring disclosure. Should the Company need to record interest and/or penalties related to uncertain tax positions or other tax authority assessments, it would classify such expenses as part of the income tax provision. The Company has not changed any of its tax policies or adopted any new tax positions during the fiscal year ended November 30, 2018 and believes it has filed appropriate tax returns in all jurisdictions for which it has nexus.
In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. The Company has adopted ASU 2015-17 during the year ended November 30, 2018. In accordance with ASU 2015-17, the deferred tax asset is classified as noncurrent on the balance sheet.
On December 22, 2017 the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among other provisions, the Act reduces the Federal statutory corporate income tax rate from 35% to 21%. This rate reduction resulted in a significant decrease in our provisions for income taxes for the year ended November 30, 2018.
The Company’s income tax returns, which are filed as a consolidated return under Inc. for the years ending November 30, 2015, 2016 and 2017 are subject to examination by the IRS and corresponding states, generally for three years after they are filed.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Note 2 - Summary of Significant Accounting Policies (Continued)
Earnings Per Share
The Company computes earnings per share (“EPS”) under ASC 260 “Earnings per Share.” Basic net earnings are divided by the weighted average number of common shares outstanding during the year to calculate basic net earnings per common share. Diluted net earnings per common share are calculated to give effect to the potential dilution that could occur if options or other contracts to issue common stock were exercised and resulted in the issuance of additional common shares.
|
|
|
2018
|
|
|
2017
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders
|
|
$
|
507,875
|
|
|
$
|
454,173
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Weighted average outstanding shares
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
7,263,508
|
|
|
|
7,263,508
|
|
|
Earnings per Share - Basic and diluted
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
At November 30, 2018 and 2017, there are no common stock equivalents. In addition, the weighted average shares do not include any effects for potential shares related to the Preferred Shares Rights Agreement.
Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash, accounts receivable, notes receivable, accounts payable and short-term debt approximate their fair values because of the relatively short maturity of these instruments. The carrying value of long-term debt, including the current portion, approximate fair value based upon market prices for the same or similar instruments.
Leases
Lease arrangements are determined at the inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and 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.
For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Gift Card Policy
Included in accounts payable and accrued expenses at November 30, 2018 and 2017 were liabilities of $146,300 and $156,400, respectively for unredeemed gift cards. We reduce the liability for gift cards when redeemed by a franchisee. If a gift card is not redeemed, we recognize revenue when the likelihood of its redemption becomes remote, generally 6 years from the date of issuance.
Recent Accounting Pronouncements
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 early adopted this standard at the commencement of the new lease beginning October 1, 2018. The Company has classified the new office lease as an operating lease. The adoption of ASU No. 2016-02 increased the Company’s total assets and liabilities by $494,000 based on a discounted calculation of the future lease payments. A discount rate of 5.25% was used for the present value calculation of the future lease payments. The results on its operations is equal to amortization of the asset, net of the present value discount, on a straight line basis over the lease term.
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. Under previous GAAP standards, franchise fees and costs associated with opening a franchise location were netted and the balance of the franchise fee was recognized when the location was opened for business. Upon adoption of Topic 606 in fiscal 2019 franchise fees less nonspecific expenses will be amortized over the life of the franchise contract and specific expenses being recognized immediately. This new standard, as compared to previous years will decrease franchise fee revenue by approximately $20,000 and $25,000 for each BAB and MFM location opened, respectively. The retrospective adjustment to franchise fee revenue for 2019 will increase franchise revenue by approximately $14,000 and the cumulative adjustment as of December 1, 2018 will reduce retained earnings by approximately $83,000.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Recent Accounting Pronouncements (continued)
In addition, 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 under prior GAAP standards, we have not currently included them in our Consolidated Statements of Income. Upon adoption of Topic 606, we have determined we are the principal in these arrangements and under the new standard we will include them as revenue and expense items. Additionally, we have determined that the advertising services provided to franchisees are highly interrelated with the franchise right and therefore not distinct. Franchisees remit to us a percentage of restaurant sales as consideration for providing the advertising services. As a result, revenues for advertising services are recognized when the related sales occur based on the application of the sales-based royalty exception within Topic 606. We believe the approximate impact on revenues and expenses for 2019, based on 2018 numbers, will increase both revenue and expenses by approximately $988,000. There will not be an impact on our net income.
The ASU is effective for the Company, for fiscal years beginning after December 15, 2017. The Company will adopt ASU 2014-09 for fiscal year ending November 30, 2019 and the Company does not believe that the impact of adoption of this guidance will have a material effect on the Company’s financial position, cash flows or results of operations.
In March 2016, the Financial Accounting Standards Board issued ASU 2016-04, Liabilities – Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. The amendments in the ASU are designed to provide guidance and eliminate diversity in the accounting for derecognition of prepaid stored-value product liabilities. Typically, a prepaid stored-value product liability is to be derecognized when it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. This is when the likelihood of the product holder exercising its remaining rights becomes remote. This estimate shall be updated at the end of each period. The amendments in this ASU are effective for the annual reporting periods beginning after December 15, 2017. The Company currently follows a policy of recognizing breakage revenue after a card has been issued and not returned for a predetermined period per the Company policy. Revenue is recognized in the first quarter each year for breakage of prepaid stored-value products. This standard will be adopted in fiscal 2019. The Company does not believe that adoption of this guidance will have a material impact on the Company’s financial position, cash flows or results of operations.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for all interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. We do not expect the adoption of ASU 2016-18 to have a material impact on our Consolidated Statements of Cash Flows.
Management does not believe that there are any other recently issued and effective or not yet effective pronouncements as of November 30, 2018 that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Note 3 – Income Taxes
The components of the Company’s current (benefit)/provision for income taxes are as follows:
|
|
|
2018
|
|
|
2017
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
23,000
|
|
|
$
|
4,000
|
|
|
State
|
|
|
7,000
|
|
|
|
1,500
|
|
|
Deferred
|
|
|
-
|
|
|
|
-
|
|
|
Total
|
|
$
|
30,000
|
|
|
$
|
5,500
|
|
The effective tax rate used to compute income tax expense and deferred tax assets and liabilities is a federal rate of 21% and a state rate of 7.11%, net of the federal tax effect.
A reconciliation of the expected income tax expense to the recorded income tax expense is as follows for the years ended November 30:
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax provision computed at federal statutory rate
|
|
$
|
113,705
|
|
|
$
|
157,327
|
|
|
State income taxes, net of federal tax provision
|
|
|
38,497
|
|
|
|
22,905
|
|
|
Change in valuation allowance, tax rate and other adjustments
|
|
|
(122,202
|
)
|
|
|
(174,732
|
)
|
|
Income Tax Provision
|
|
$
|
30,000
|
|
|
$
|
5,500
|
|
On December 22, 2017 the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among other provisions, the Act reduces the Federal statutory corporate income tax rate from 35% to 21%. This rate reduction resulted in a significant decrease in our provisions for income taxes for the year ended November 30, 2018. The change in the valuation allowance was $341,000, of which $196,000 was related to the change in the federal tax rate.
Income tax expense does not bear a customary relationship in 2018 due to the reduction of the federal and state tax rate from 39% in 2017 to 28% in 2018.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Note 3 – Income Taxes (Continued)
The components of the Company’s deferred tax assets and liabilities for federal and state income taxes consist of the following:
|
|
|
2018
|
|
|
2017
|
|
|
Deferred revenue
|
|
$
|
20,709
|
|
|
$
|
7,071
|
|
|
Deferred rent
|
|
|
-
|
|
|
|
7,813
|
|
|
Marketing Fund net contributions
|
|
|
124,798
|
|
|
|
270,089
|
|
|
Allowance for doubtful accounts and notes receivable
|
|
|
11,069
|
|
|
|
7,569
|
|
|
Accrued expenses
|
|
|
31,688
|
|
|
|
55,946
|
|
|
Operating lease liability
|
|
|
140,000
|
|
|
|
-
|
|
|
Net operating loss carryforwards
|
|
|
637,359
|
|
|
|
1,009,553
|
|
|
Valuation allowance
|
|
|
(115,824
|
)
|
|
|
(457,394
|
)
|
|
Total Deferred Income Tax Asset
|
|
$
|
849,799
|
|
|
$
|
900,647
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
(466,650
|
)
|
|
$
|
(652,647
|
)
|
|
Right of use lease asset
|
|
|
(135,149
|
)
|
|
|
-
|
|
|
Total Deferred Income Tax Liabilities
|
|
$
|
(601,799
|
)
|
|
$
|
(652,647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Deferred Tax Asset
|
|
$
|
248,000
|
|
|
$
|
248,000
|
|
As of November 30, 2018 the Company has net operating loss carryforwards expiring between 2019 and 2029 for U.S. federal income tax purposes of approximately $2,267,000. The Company routinely reviews the future realization of tax assets based on projected future reversals of taxable temporary differences, available tax planning strategies and projected future taxable income. A valuation allowance has been established for $116,000 and $457,000 as of November 30, 2018 and 2017, respectively, for the deferred tax benefit related to those loss carryforwards and other deferred tax assets, that are more likely than not that the deferred tax asset will not be realized.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Note 4 - Stockholders’ Equity
On December 6, 2018, a $0.01 quarterly and a $0.02 special cash distribution/dividend per share was declared and paid on January 11, 2019.
The Board of Directors declared a $0.01 quarterly cash distribution/dividend per share on March 7, June 4 and September 4, 2018, paid April 13, July 6, and October 2, 2018, respectively. The Board of Directors declared a cash distribution/dividend on March 15, June 7 and September 7, 2017 of $0.01 per share, paid April 20, July 13, and October 13, 2017, respectively. On December 5, 2017, a $0.01 quarterly and a $0.01 special cash distribution/dividend per share was declared and paid on January 12, 2018. 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.
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Note 5 – 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 and the unused portion has not yet been determined. The renewal option and tenant allowance have not been included in the measurement of the lease liability. Rent expense for the years ended November 30, 2018 and 2017 was $150,000 and $174,000, respectively.
Monthly rent expense is recognized on a straight-line basis over the term of the lease. At November 30, 2018 the remaining lease term was 64 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.
Gross future minimum annual rental commitments as of November 30, 2018, are as follows:
|
|
|
Undiscounted Rent Payments
|
|
|
Year Ending November 30:
|
|
|
|
|
|
2019
|
|
$
|
71,965
|
|
|
2020
|
|
|
110,375
|
|
|
2021
|
|
|
113,024
|
|
|
2022
|
|
|
115,673
|
|
|
2023
|
|
|
118,322
|
|
|
Thereafter
|
|
|
40,176
|
|
|
Total Undiscounted Rent Payments
|
|
|
569,535
|
|
|
|
|
|
|
|
|
Present Value Discount
|
|
|
(71,491
|
)
|
|
Present Value
|
|
$
|
498,044
|
|
|
|
|
|
|
|
|
Short-term lease liability
|
|
$
|
48,635
|
|
|
Long-term lease liability
|
|
|
449,409
|
|
|
Total Operating Lease Liability
|
|
$
|
498,044
|
|
BAB, Inc
Notes to the Consolidated Financial Statements
November 30, 2018 and 2017
Note
6
– Employee Benefit Plan
The Company maintains a qualified 401(k) plan which allows participants to make pretax contributions. In fiscal 2015, the Company amended the 401(k) plan, establishing it as a Safe Harbor plan effective January 1, 2015. Employee contributions are matched by the Company in accordance with the Plan up to a maximum of 4% of employee earnings. The Company may also make discretionary contributions to the Plan. In fiscal 2018 and 2017 the Company’s employer match was $40,000 and $37,000, respectively. There were no Company discretionary contributions in 2018 or 2017.
Note
7
– Contingencies
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 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 9. changes in and disagreements with accountants on accounting and financial disclosure
In connection with the audits of the Company’s consolidated financial statements for each of the fiscal years ended November 30, 2018 and 2017, and through the date of this Current Report, there were: (1) no disagreements between the Company and Sassetti LLC on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
Item
9A
. Controls and Procedures
Disclosure Controls and Procedures
BAB, Inc.’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined in Item 307 of Regulation S-K of the Securities Exchange Act of 1934, as of the end of the period covered by this report, and they have concluded that these controls and procedures were 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.
Internal Control Over Financial Reporting
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.
Based on our evaluation under the framework described above, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s internal controls and procedures were effective over financial reporting as of November 30, 2018.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits the Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls or in other factors that could materially affect these controls over financial reporting during the last fiscal quarter. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
Item
9B. OTHER INFORMATION
None.
PART III
ITEM
10
. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who beneficially own more than ten percent of the Company's Common Stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (the "SEC"). Executive officers, directors and greater than ten percent beneficial owners are required by the SEC to furnish the Company with copies of all Section 16(a) forms they file.
Based upon a review of the copies of such forms furnished to the Company, the Company believes that all Section 16(a) filing requirements applicable to its executive officers and directors were met during the year ended November 30, 2018.
BAB, Inc. (the Company) has a formally established Code of Ethics, pursuant to Section 406 of the Sarbanes-Oxley Act. In order to view the Code of Ethics in its entirety, see the BAB, Inc. Annual Report, Part III, Item 9, dated November 30, 2007 and filed with the Securities and Exchange Commission on February 28, 2008.
Identification of Directors
The following two directors are independent directors:
Steven G. Feldman
became a director of the Company in May 2003. Mr. Feldman brings 26 plus years of experience in business, sales and marketing as the CEO of Techcare, LLC (1987-2011), an IT managed services firm in Deerfield, IL that was purchased in 2011 by All Covered, a Division of Konica Minolta Solutions, USA, Inc. Since 2014 Mr. Feldman has been working with and investing in a variety of startup companies in the Chicago area. Mr. Feldman earned his degree in accounting and his CPA at the University of Illinois at Champaign-Urbana.
James A. Lentz became a director of the Company in May 2004. From 1971 until 2000, Mr. Lentz was a business professor for Moraine Valley Community College (MVCC). During his tenure at MVCC, Mr. Lentz taught a variety of business related classes, including accounting, finance and marketing. In addition, Mr. Lentz has 10 years of experience in the food industry, including holding the position of Director of Franchise Training for BAB Systems, Inc. from 1992 through 1996. Mr. Lentz received both his undergraduate degree and a Masters in Business Administration from Northern Illinois University.
Executive Officers and Directors
Michael W. Evans has served as Chief Executive Officer, President and Director of the Company since its inception. Mr. Evans oversees all aspects of BAB, Inc., including franchise development, marketing, as well as all corporate franchise sales performance, corporate finance and corporate and franchise operations.
Michael K. Murtaugh has served as Vice President and General Counsel and Director of the Company since its inception. Mr. Murtaugh is responsible for dealing directly with state franchise regulatory officials, for the negotiation and enforcement of franchise and area development agreements and for negotiations of acquisition and other business arrangements. Before joining the Company, Mr. Murtaugh was a partner with the law firm of Baker & McKenzie, where he practiced law from 1971 to 1993.
Executive Officer
Geraldine Conn joined the Company as Controller in 2001. In 2014 she became the Chief Financial Officer and Treasurer upon the resignation of the prior Chief Financial Officer. She is responsible for accounting, financial reporting, risk management and human resource administration. Ms. Conn has over 25 years of accounting and finance experience in a management role. Ms. Conn received her CPA in 1986 and a Masters in Business Administration in 1990 from DePaul University.
Directors and Executive Officers
The following tables set forth certain information with respect to each of the Directors and Executive Officers of the Company and certain key management personnel.
|
Directors and Executive Officers
|
Age
|
Position Held with Company
|
|
Michael W. Evans
|
62
|
Chief Executive Officer, President and Director
|
|
Michael K. Murtaugh
|
74
|
Vice President, General Counsel, Secretary and Director
|
|
Geraldine Conn
|
67
|
Chief Financial Officer and Treasurer
|
|
Steven G. Feldman
|
62
|
Director
|
|
James A. Lentz
|
71
|
Director
|
AUDIT COMMITTEE
The Audit Committee consists of two members, who are both independent directors and both have been deemed to be financial experts as defined in Regulation S-K, Item 407. The function of the Audit Committee is to interact with the independent registered public accounting firm of the Company and to recommend to the Board of Directors the appointment of the independent registered public accounting firm.
The current Audit Committee consists of Steven G. Feldman and James A. Lentz. The two independent directors comply with the definition of "independent directors" as required by current law and regulations. The Audit Committee has adopted a written Audit Charter. See Appendix I in the Proxy, Form14A filed on April 19, 2006 for the Charter in its entirety.
ITEM 1
1
. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation by executive officers that received annual salary and bonus compensation of more than $100,000 during years 2018 and 2017 (the "Named Executive Officers"). The Company has no employment agreements with any of its executive officers.
Summary Compensation Table
|
Name and Principal
Position
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Options Awards ($)
|
|
|
Nonequity
Incentive Plan
Compensation
(S)
|
|
|
Non-qualified
deferred
Compensation
earnings
(S)
|
|
|
All other
compensation
($)
(1)(2)
|
|
|
Total
($)
|
|
|
Michael W. Evans
|
2018
|
|
|
208,271
|
|
|
|
24,124
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,527
|
|
|
|
241,922
|
|
|
President and CEO
|
2017
|
|
|
232,886
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,961
|
|
|
|
243,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael K. Murtaugh
|
2018
|
|
|
150,055
|
|
|
|
17,372
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,978
|
|
|
|
173,405
|
|
|
Vice President and General Counsel
|
2017
|
|
|
174,671
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,816
|
|
|
|
181,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geraldine Conn
|
2018
|
|
|
105,000
|
|
|
|
8,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,578
|
|
|
|
118,078
|
|
|
Chief Financial Officer
|
2017
|
|
|
105,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,817
|
|
|
|
109,817
|
|
In fiscal 2018 bonuses were earned and a portion was paid and a portion waived by Mr. Evans and Mr. Murtaugh. Bonuses for Executive Officers that are Directors are determined using measurable financial criteria approved by the Compensation Committee including, but not limited to, company profitability levels and performance in system-wide same store sales. A bonus for the Chief Financial Officer is at the discretion of the Chief Executive Officer. All other compensation includes the Company 401(k) matching funds and life insurance which is provided to all employees.
|
|
(1)
|
401(k) matching funds:
|
|
|
|
2018 M. Evans $9,388; M Murtaugh $5,860; G. Conn $4,540
|
|
|
|
2017 M. Evans $9,315; M Murtaugh $6,113; G. Conn $4,200
|
|
|
(2)
|
Life insurance:
|
|
|
|
2018 M. Evans $139; M. Murtaugh $118; G. Conn $38
|
|
|
|
2017 M. Evans $1,646; M. Murtaugh $703; G. Conn $617
|
The following tables set forth any stock or stock options awarded to executive officers that that are exercisable and not yet exercised or unexercisable as of November 30, 2018:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
Name
|
|
Number of
securities underlying unexercised options
(#)
Exercisable
|
|
|
Number of
securities underlying unexercised options
(#)
Unexercisable
|
|
|
Equity incentive plan awards: number of securities underlying unexercised unearned options
(#)
|
|
|
Option
exercise
price
($)
|
|
Option
expiration date
|
|
Michael W. Evans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
President and CEO
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael K. Murtaugh
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
Vice President and General Counsel
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(Continued)
|
Name
|
|
Number of shares or units of stock that have not vested
(#)
|
|
|
Market value of shares or units of stock that have not vested
($)
|
|
|
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
(#)
|
|
|
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
($)
|
|
|
Michael W. Evans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
President and CEO
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael K. Murtaugh
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Vice President and General Counsel
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth any compensation paid to directors during fiscal year ended November 30, 2018:
DIRECTOR COMPENSATION
Compensation for fiscal year ended November 30,
20
1
8
|
Name
|
|
Fees earned or paid in cash
($)
|
|
|
Stock awards
($)
|
|
|
Option awards
($)
|
|
|
Non-equity incentive plan compensation
($)
|
|
|
Non-qualifies deferred compensation earnings
($)
|
|
|
All other compensation
($)
|
|
|
Total
($)
|
|
|
Steven Feldman
|
|
|
2,200
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Lentz
|
|
|
2,200
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,200
|
|
Indemnification of Directors and Officers
The Company's Certificate of Incorporation limits personal liability for breach of fiduciary duty by its directors to the fullest extent permitted by the Delaware General Corporation Law (the "Delaware Law"). Such Certificate eliminates the personal liability of directors to the Company and its shareholders for damages occasioned by breach of fiduciary duty, except for liability based on breach of the director's duty of loyalty to the Company, liability for acts or omissions not made in good faith, liability for acts or omissions involving intentional misconduct, liability based on payments or improper dividends, liability based on violation of state securities laws, and liability for acts occurring prior to the date such provision was added. Any amendment to or repeal of such provisions in the Company's Certificate of Incorporation shall not adversely affect any right or protection of a director of the Company for with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
In addition to the Delaware Law, the Company's Bylaws provide that officers and directors of the Company have the right to indemnification from the Company for liability arising out of certain actions to the fullest extent permissible by law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers or persons controlling the Company pursuant to such indemnification provisions, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
ITEM 1
2
. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of February 22, 2019 the record and beneficial ownership of Common Stock held by (i) each person who is known to the Company to be the beneficial owner of more than 5% of the Common Stock of the Company; (ii) each current director; (iii) each "named executive officer" (as defined in Regulation S-B, Item 402 under the Securities Act of 1933); and (iv) all executive officers and directors of the Company as a group. Securities reported as "beneficially owned" include those for which the named persons may exercise voting power or investment power, alone or with others. Voting power and investment power are not shared with others unless so stated. The number and percent of shares of Common Stock of the Company beneficially owned by each such person as of February 22, 2019 includes the number of shares which such person has the right to acquire within sixty (60) days after such date.
|
Name and Address
|
|
Shares
|
Percentage
|
|
Michael W. Evans
500 Lake Cook Road, Suite 475
Deerfield, IL 60015
|
|
1,463,579
(
1
)
(2)
|
20.15
|
|
|
|
Michael K. Murtaugh
500 Lake Cook Road, Suite 475
Deerfield, IL 60015
|
|
968,054
|
13.33
|
|
|
|
Geraldine Conn
500 Lake Cook Road, Suite 475
Deerfield, IL 60015
|
|
20,300
|
.28
|
|
|
|
Steven G. Feldman
500 Lake Cook Road, Suite 475
Deerfield, IL 60015
|
|
10,000
|
.14
|
|
|
|
James A. Lentz
1415 College Lane South
Wheaton, IL 60189
|
|
14,932
|
.21
|
|
|
|
|
|
|
Executive officers and directors as a group (5 persons)
|
|
2,476,865
(1)(2
)
|
34.10
|
(1) Includes 31,111 shares held by child.
(2) Includes 3,500 shares inherited by spouse.
ITEM 1
3
. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
There are no transactions between the Company and related parties, including officers and directors of the Company. It is the Company's policy that it will not enter into any transactions with officers, directors or beneficial owners of more than 5% of the Company's Common Stock, or any entity controlled by or under common control with any such person, on terms less favorable to the Company than could be obtained from unaffiliated third parties and all such transactions require the consent of the majority of disinterested members of the Board of Directors.
ITEM 1
4
. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Board of Directors upon recommendation of the Audit Committee, appointed the firm Sassetti LLC, certified public accountants, for 2018 audit and tax services.
The audit reports of Sassetti LLC on the consolidated financial statements of BAB, Inc. and Subsidiaries as of and for the years ended November 30, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
Audit fees relate to audit work performed on the financial statements as well as work that generally only the independent auditor can reasonably be expected to provide, including discussions surrounding the proper application of financial accounting and/or reporting standards and reviews of the financial statements included in quarterly reports filed on Form 10-Q. Fees for audit services provided by Sassetti LLC were $56,400 and $63,400 for fiscal 2018 and 2017, respectively.
Tax compliance services provided by Sassetti LLC were $11,200 and $12,600 for fiscal 2018 and 2017, respectively.
During the years ended November 30, 2018 and 2017, Sassetti LLC did not perform any other services for the Company.
Preapproval of Policies and Procedures by Audit Committee
The accountants provide a quote for services to the Audit Committee before work begins for the fiscal year. After discussion, the Audit Committee then makes a recommendation to the Board of Directors on whether to accept the proposal.
Percentage of Services Approved by Audit Committee
All services were approved by the Audit Committee.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
|
|
(1)
|
Financial Statements
|
|
|
|
Consolidated Balance Sheets as at November 30, 2018 and 2017 and the Consolidated Statements of Income, Shareholders’ Equity and Cash Flows for the years ended November 30, 2018 and 2017 are reported on by Sassetti LLC. These statements are prepared in accordance with United States GAAP.
|
|
|
(2)
|
Financial Statement Schedules - none
|