ITEM 2.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Certain statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding the development of the Company's business, the markets for the Company's products, anticipated capital expenditures, and the effects of completed and proposed acquisitions, and other statements contained herein regarding matters that are not historical facts, are forward-looking statements as is within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements include risks and uncertainties, actual results could differ materially from those expressed or implied by such forward-looking statements as set forth in this report, the Company's Annual Report on Form 10-K and other reports that the Company files with the Securities and Exchange Commission. Certain risks and uncertainties are wholly or partially outside the control of the Company and its management, including its ability to attract new franchisees; the continued success of current franchisees; the effects of competition on franchisee
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and consumer acceptance of the Company's products in new and existing markets; fluctuation in development and operating costs; brand awareness; availability and terms of capital; adverse publicity; acceptance of new product offerings; availability of locations and terms of sites for store development; food, labor and employee benefit costs; changes in government regulation (including increases in the minimum wag
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regional economic and weather conditions; the hiring, training, and retention of skilled corporate and restaurant management; and the integration and assimilation of acquired concepts. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
General
There are 83 franchised and 3 licensed units at May 31, 2016 compared to 81 franchised and 5 licensed units at May 31, 2015. System-wide revenues for the six months ended May 31, 2016 were $17.4 million as compared to May 31, 2015 which were $17.0 million.
The Company's revenues are derived primarily from the ongoing royalties paid to the Company by its franchisees and receipt of initial franchise fees. Additionally, the Company derives revenue from the sale of licensed products (My Favorite Muffin mix, Big Apple Bagels cream cheese, Big Apple Bagels frozen bagels and Brewster's coffee), and through nontraditional channels of distribution (Kohr Bros. and Green Beans Coffee). Also included in licensing fees and other income is Operation’s Sign Shop revenue. The Sign Shop provides the majority of signage, which includes but is not limited to, posters, menu panels, outside window stickers and counter signs to franchisees to provide consistency and convenience.
Royalty fees represent a 5% fee on net retail and wholesale sales of franchised units. Royalty revenues are recognized on an accrual basis using actual franchise receipts. Generally, franchisees report and remit royalties on a weekly basis. The majority of month-end receipts are recorded on an accrual basis based on actual numbers from reports received from franchisees shortly after the month-end. Estimates are utilized in certain instances where actual numbers have not been received and such estimates are based on the average of the last 10 weeks’ actual reported sales.
The Company recognizes franchise fee revenue upon the opening of a franchise store or upon the signing of a Master Franchise Agreement. Direct costs associated with the franchise sale are deferred until the franchise fee revenue is recognized. These costs include site approval, construction approval, commissions, blueprints and training costs.
The Company earns licensing fees from the sale of BAB branded products, which includes coffee, cream cheese, muffin mix and frozen bagels from a third-party commercial bakery, to the franchised and licensed
units.
As of May 31, 2016, the Company employed 15 full-time employees at the Corporate office. The employees are responsible for corporate management and oversight, accounting, advertising and franchising. None of the Company's employees are subject to any collective bargaining agreements and management considers its relations with its employees to be good.
Results of Operations
Three Months Ended May 31, 2016 versus Three Months Ended May 31, 2015
For the three months ended May 31, 2016 and 2015, the Company reported net income of $132,000 and $119,000, respectively. Total revenue of $564,000 decreased $4,000, or 0.7%, for the three months ended May 31, 2016, as compared to total revenue of $568,000 for the three months ended May 31, 2015.
Royalty fee revenue of $450,000, for the quarter ended May 31, 2016, increased $6,000, or 1.4%, from the $444,000 for quarter ended May 31, 2015. There were more locations in 2016 versus same period in 2015.
Franchise fee revenues of $3,000, for the quarter ended May 31, 2016, decreased $22,000 as compared to the same quarter 2015. There was one transfer in the three months ending May 31, 2016 compared to one express store opened and two transfers in the same period 2015.
Licensing fee and other income of $112,000, for the quarter ended May 31, 2016, increased $13,000, or 13.2% from $99,000 for the quarter ended May 31, 2015. The increase in licensing fees and other income was primarily due to increased Sign Shop revenue of $7,000 and increased nontraditional revenue of $6,000 for the second quarter 2016 compared to same period 2015.
Total operating expenses of $433,000, for the quarter ended May 31, 2016 decreased $15,000, or 3.4% from $448,000 for the quarter ended May 31, 2015. The 2016 decrease was primarily due to a decrease in payroll expense of $22,000, advertising and promotion expense of $5,000, employee benefit expense of $5,000, travel expense of $4,000 and franchise development expense of $5,000. The decreased expenses were offset by an increase in Sign Shop cost of goods expense of $9,000, professional fees of $4,000, timing of the annual meeting of $6,000, an increase in professional fees of $4,000 and reduced bad debt recapture of $3,000.
Interest expense and interest income netted to less than a $1,000 in the quarters ended May 31, 2016 and same period 2015.
Earnings per share, as reported for basic and diluted outstanding shares for the second quarter ended May 31, 2016 and 2015 was $0.02.
Six Months Ended May 31, 2016 versus Six Months Ended May 31, 2015
For the six months ended May 31, 2016 and 2015, the Company reported net income of $221,000 and a net loss of $126,000, respectively. Total revenue of $1,145,000 decreased $85,000, or 8.1%, for the six months ended May 31, 2016, as compared to total revenue of $1,060,000 for the six months ended May 31, 2015.
Royalty fee revenue of $857,000, for the six months ended May 31, 2016, increased $19,000, or 2.3%, from the $838,000 for the six months ended May 31, 2015. Royalty revenues increased because of more locations in 2016 versus the same period in 2015.
Franchise fee revenues of $18,000, for the six months ended May 31, 2016, decreased $12,000 as compared to the same quarter 2015. There were four transfers in the six months ended May 31, 2016 compared to one BAB Express store opened and three stores transferred in 2015.
Licensing fee and other income of $271,000, for the six months ended May 31, 2016, increased $78,000, or 40.7%, from $192,000 for the six months ended May 31, 2015. The $78,000 increase in 2016 was primarily due to a $9,000 increase in Sign Shop revenue, a $69,000 increase in nontraditional revenue compared to the same period in 2015.
Total operating expenses of $924,000 decreased $262,000, or 22.1%, for the six months ended May 31, 2016, from $1,186,000 for the same period 2015. The decrease in total operating expenses in 2016 as compared to same period 2015 was primarily due to a 2015 expense of $243,000 for a legal settlement where there was no such expense in 2016. In addition, in 2016 payroll related expenses decreased $42,000, primarily due to fewer employees and a Christmas bonuses of $24,000 in 2015, a decrease in advertising and promotion of $6,000, a decrease in professional services of $6,000 and a decrease in travel of $4,000 compared to 2015. These were offset by an increase in expenses in 2016 in occupancy expense of $2,000, an increase of $3,000 in depreciation and amortization, an increase in Sign Shop cost of goods sold of $15,000, an increase in annual meeting expenses due to timing of $7,000 and reduced bad debt expense of $2,000.
Interest income and interest expense for the six months ended May 31, 2016 and 2015 netted to less than a $1,000.
There was no income tax expense recorded for the six months ended May 31, 2016 and 2015.
Earnings per share, as reported for basic and diluted outstanding shares for the six months ended May 31, 2016 was $0.03 per share and a net loss of $0.02 in 2015.
Liquidity and Capital Resources
At May 31, 2016, the Company had working capital of $464,000 and unrestricted cash of $745,000. At November 30, 2015 the Company had working capital of $527,000 and unrestricted cash of $837,000.
During the six months ended May 31, 2016, the Company had net income of $221,000 and operating activities provided cash of $202,000. The principal adjustments to reconcile the net loss to cash provided in operating activities for the six months ending May 31, 2016 were depreciation and amortization of $10,000 less a provision for uncollectible accounts of $3,000. In addition, changes in operating assets and liabilities decreased cash by $26,000. During May 31, 2015, the Company had a net loss of $126,000 and operating activities provided cash of $202,000. The principal adjustments to reconcile net income to cash provided by operating activities for the six months ending May 31, 2015 were depreciation and amortization of $9,000 less a provision for uncollectible accounts of $5,000. In addition changes in operating assets and liabilities decreased cash by $325,000.
The Company used $4,000 and $3,000 for investing activities for the six months ended May 31, 2016 and 2015, respectively.
The Company used $291,000 and $218,000 for cash distribution/dividend payments during the six month period ended May 31, 2016 and 2015, respectively.
On June 6, 2016, the Board of Directors authorized a $0.01 per share cash distribution/dividend to shareholders of record as of June 24, 2016, payable July 11, 2016. Although there can be no assurances that the Company will be able to pay cash distributions/dividends in the future, it is the Company’s intent that future cash distributions/dividends will be considered based on profitability expectations and financing needs and will be declared at the discretion of the Board of Directors. It is the Company’s intent going forward to declare and pay cash distributions/dividends on a quarterly basis if warranted.
The Company believes execution of its cash distribution/dividend policy will not have any material adverse effects on its cash or its ability to fund current operations or future capital investments.
The Company has no financial covenants on its outstanding debt.
Cash Distribution and Dividend Policy
It is the Company’s intent that future cash distributions/dividends will be considered after reviewing profitability expectations and financing needs and will be declared at the discretion of the Board of Directors. Due to the general economic downturn and its impact on the Company, there can be no assurance that the Company will generate sufficient earnings to pay out cash distributions/dividends. The Company will continue to analyze its ability to pay cash distributions/dividends on a quarterly basis.
The Company believes that for tax purposes the cash distributions declared in 2016 may be treated as a return of capital to stockholders depending on each stockholder’s basis or it may be treated as a dividend or a combination of the two. Determination of whether it is a cash distribution, cash dividend or combination of the two will not be made until after December 31, 2016, as the classification or combination is dependent upon the Company’s earnings and profits for tax purposes for its fiscal year ending November 30, 2016.
The Company believes execution of this policy will not have any material adverse effect on its ability to fund current operations or future capital investments.
Recent Accounting Pronouncements
Revenue from Contracts with Customers, ASU 2014-09 establishes a comprehensive revenue recognition standard for virtually all industries in U.S. GAAP, including those that previously followed industry-specific guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. The standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, (v) recognize revenue when (or as) the entity satisfies a performance obligation. Entities will generally be required to make more estimates and use more judgment than under current guidance, which will be highlighted for users through increased disclosure requirements. The ASU is effective for the Company, for annual periods beginning after December 15, 2017. The Company will adopt ASU 2014-09 for fiscal year ending November 30, 2019 and the Company is evaluating the impact that adoption of this guidance might have on the Company’s consolidated financial position, cash flows or results of operations.
Management does not believe that there are any other recently issued and effective or not yet effective pronouncements as of May 31, 2016 that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations.
Critical Accounting Policies
The Company has identified significant accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved could result in material changes to its financial condition or results of operations under different conditions or using different assumptions. The Company's most critical accounting policies are related to revenue recognition, valuation of long-lived and intangible assets, deferred tax assets and the related valuation allowance. Details regarding the Company's use of these policies and the related estimates are described in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2015, filed with the Securities and Exchange Commission on February 24, 2016. There have been no material changes to the Company's critical accounting policies that impact the Company's financial condition, results of operations or cash flows for the three or six months ended May 31, 2016.