[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2013
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to _________________
Commission file number: 0-31555
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Delaware
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36-4389547
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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PART I
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FINANCIAL INFORMATION
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3 |
Item 1.
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Financial Statements
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3 |
Item 2
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Management's Discussion and Analysis of Financial Condition and Results of Operation
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10 |
Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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13 |
Item 4
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Controls and Procedures
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13 |
PART II
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OTHER INFORMATION
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14 |
Item 1.
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Legal Proceedings
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14 |
Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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14 |
Item 3
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Defaults Upon Senior Securities
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14 |
Item 4
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Mine Safety Disclosures
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14 |
Item 5
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Other Information
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14 |
Item 6
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Exhibits
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14 |
SIGNATURE
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14 |
February 28,2013
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November 30, 2012
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|||||||
ASSETS
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Current Assets
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Cash
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$ | 826,887 | $ | 1,256,257 | ||||
Restricted cash
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355,629 | 376,837 | ||||||
Receivables
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||||||||
Trade accounts and notes receivable (net of allowance for doubtful accounts of $16,892 in 2013 and $25,580 in 2012 )
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81,001 | 86,070 | ||||||
Marketing fund contributions receivable from franchisees and stores
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10,152 | 16,385 | ||||||
Inventories
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25,678 | 26,953 | ||||||
Prepaid expenses and other current assets
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88,377 | 65,991 | ||||||
Total Current Assets
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1,387,724 | 1,828,493 | ||||||
Property, plant and equipment (net of accumulated depreciation of $140,316 in 2013 and $139,293 in 2012)
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9,749 | 10,773 | ||||||
Assets held for sale
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3,783 | 3,783 | ||||||
Trademarks
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445,022 | 445,022 | ||||||
Goodwill
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1,493,771 | 1,493,771 | ||||||
Definite lived intangible assets (net of accumulated amortization of $57,880 in 2013 and $54,560 in 2012)
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56,540 | 59,710 | ||||||
Deferred tax asset
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248,000 | 248,000 | ||||||
Total Noncurrent Assets
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2,256,865 | 2,261,059 | ||||||
Total Assets
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$ | 3,644,589 | $ | 4,089,552 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current Liabilities
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||||||||
Current portion of long-term debt
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$ | 29,070 | $ | 29,070 | ||||
Accounts payable
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16,127 | 14,120 | ||||||
Accrued expenses and other current liabilities
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314,790 | 328,288 | ||||||
Unexpended marketing fund contributions
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366,036 | 393,477 | ||||||
Deferred franchise fee revenue
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60,000 | 25,000 | ||||||
Deferred licensing revenue
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33,333 | 45,833 | ||||||
Total Current Liabilities
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819,356 | 835,788 | ||||||
Long-term debt (net of current portion)
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95,762 | 95,762 | ||||||
Total Liabilities
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915,118 | 931,550 | ||||||
Stockholders' Equity
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Common stock ($.001 par value; 15,000,000 shares authorized; 8,466,953 shares issued and 7,263,508 shares outstanding as of February 28, 2013 and November 30, 2012
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13,508,257 | 13,508,257 | ||||||
Additional paid-in capital
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987,034 | 987,034 | ||||||
Treasury stock
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(222,781 | ) | (222,781 | ) | ||||
Accumulated deficit
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(11,543,039 | ) | (11,114,508 | ) | ||||
Total Stockholders' Equity
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2,729,471 | 3,158,002 | ||||||
Total Liabilities and Stockholders' Equity
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$ | 3,644,589 | $ | 4,089,552 |
February 28, 2013
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February 29, 2012
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REVENUES
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Royalty fees from franchised stores
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$ | 419,919 | $ | 442,921 | ||||
Franchise fees
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- | 5,000 | ||||||
Licensing fees and other income
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115,160 | 119,571 | ||||||
Total Revenues
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535,079 | 567,492 | ||||||
OPERATING EXPENSES
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Selling, general and administrative expenses:
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Payroll and payroll-related expenses
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378,638 | 368,251 | ||||||
Occupancy
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41,563 | 19,508 | ||||||
Advertising and promotion
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17,477 | 11,817 | ||||||
Professional service fees
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60,783 | 60,222 | ||||||
Travel
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17,015 | 14,017 | ||||||
Depreciation and amortization
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4,344 | 4,784 | ||||||
Other
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79,440 | 77,966 | ||||||
Total Operating Expenses
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599,260 | 556,565 | ||||||
(Loss)/Income from operations
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(64,181 | ) | 10,927 | |||||
Interest income
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307 | 706 | ||||||
Interest expense
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(1,482 | ) | (1,812 | ) | ||||
Net (Loss)/Income
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(65,356 | ) | 9,821 | |||||
(Loss)/Earnings per share - Basic and Diluted
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$ | (0.009 | ) | $ | 0.001 | |||
Weighted average shares outstanding - Basic
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7,263,508 | 7,263,508 | ||||||
Effect of dilutive common stock
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2,193 | 1,757 | ||||||
Weighted average shares outstanding - Diluted
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7,265,701 | 7,265,265 | ||||||
Cash distributions declared per share
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$ | 0.05 | $ | 0.01 |
February 28, 2013
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February 29, 2012
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|||||||
Operating activities
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Net (loss)/income
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$ | (65,356 | ) | $ | 9,821 | |||
Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||||
Depreciation and amortization
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4,344 | 4,784 | ||||||
Provision for uncollectible accounts, net of recoveries
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(5,807 | ) | (2,107 | ) | ||||
Changes in:
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Trade accounts receivable and notes receivable
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10,876 | 38,391 | ||||||
Restricted cash
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21,208 | 12,189 | ||||||
Marketing fund contributions receivable
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6,233 | 6,197 | ||||||
Inventories
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1,275 | (8,210 | ) | |||||
Prepaid expenses and other
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(22,386 | ) | (6,668 | ) | ||||
Accounts payable
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2,007 | (146 | ) | |||||
Accrued liabilities
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(13,498 | ) | 62,893 | |||||
Unexpended marketing fund contributions
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(27,441 | ) | (18,403 | ) | ||||
Deferred revenue
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22,500 | 17,083 | ||||||
Net Cash (Used)/Provided by Operating Activities
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(66,045 | ) | 115,824 | |||||
Investing activities
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Capitalization of trademark renewals
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(150 | ) | - | |||||
Net Cash Used In Investing Activities
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(150 | ) | - | |||||
Financing activities
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Cash distributions/dividends
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(363,175 | ) | (217,905 | ) | ||||
Net Cash Used In Financing Activities
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(363,175 | ) | (217,905 | ) | ||||
Net Decrease in Cash
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(429,370 | ) | (102,081 | ) | ||||
Cash, Beginning of Period
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1,256,257 | 1,236,125 | ||||||
Cash, End of Period
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$ | 826,887 | $ | 1,134,044 | ||||
Supplemental disclosure of cash flow information:
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Interest paid
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$ | - | $ | - | ||||
Income taxes paid
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$ | 8,450 | $ | - |
Locations open:
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Franchisees
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98 | |||
Licensed
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6 | |||
Under development
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2 | |||
Total
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106 |
February 28, 2013
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February 29, 2012
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Numerator:
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Net (loss)/income available to common shareholders
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$ | (65,356 | ) | $ | 9,821 | |||
Denominator:
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Weighted average outstanding shares
Basic |
7,263,508 | 7,263,508 | ||||||
(Loss)/Earnings per Share - Basic
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$ | (0.009 | ) | $ | 0.001 | |||
Effect of dilutive common stock
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2,193 | 1,757 | ||||||
Weighted average outstanding shares
Diluted |
7,265,701 | 7,265,265 | ||||||
(Loss)/Earnings per share - Diluted
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$ | (0.009 | ) | $ | 0.001 |
February 28, 2013
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February 29, 2012
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Options
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Options
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Options Outstanding at beginning of period
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368,373 | 368,373 | ||||||
Granted
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0 | 0 | ||||||
Forfeited
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0 | 0 | ||||||
Exercised
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0 | 0 | ||||||
Options Outstanding at end of period
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368,373 | 368,373 |
Options Outstanding
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Options Exercisable
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Outstanding
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Wghtd. Avg.
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Wghtd. Avg.
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Aggregate
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Exercisable
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Wghtd. Avg.
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Aggregate
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||||||||||||||||||||
at 2/28/13
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Remaining Life
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Exercise Price
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Intrinsic Value
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at 2/28/13
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Exercise Price
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Intrinsic Value
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||||||||||||||||||||
368,373 | 3.05 | $ | 1.16 | $ | - | 368,373 | $ | 1.16 | $ | - |
Dated: April 12, 2013
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/s/ Jeffrey M. Gorden
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Jeffrey M. Gorden
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Chief Financial Officer
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INDEX NUMBER
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DESCRIPTION
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21.1
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List of Subsidiaries of the Company
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31.1
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Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer
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31.2
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Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer
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32.1
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Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer
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32.2
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Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer
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101.INS*
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XBRL Instance
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101.SCH*
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XBRL Taxonomy Extension Schema
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101.CAL*
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XBRL Taxonomy Extension Calculation
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101.DEF*
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XBRL Taxonomy Extension Definition
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101.LAB*
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XBRL Taxonomy Extension Labels
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101.PRE*
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XBRL Taxonomy Extension Presentation
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* XBRL
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Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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(1)
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I have reviewed this quarterly report on Form 10-Q of BAB, Inc.
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d -15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 12, 2013 | By: | /s/ Michael W. Evans | |
Michael W. Evans, Chief Executive Officer |
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(1)
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I have reviewed this quarterly report on Form 10-Q of BAB, Inc.
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
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(4)
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d -15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 12, 2013 | By: | /s/ Jeffrey M. Gorden | |
Jeffrey M. Gorden, Chief Financial Officer |
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition, results of operations, and cash flows of the Company.
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Date: April 12, 2013 | By: | /s/ Michael W. Evans | |
Michael W. Evans, Chief Executive Officer |
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition, results of operations, and cash flows of the Company.
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Date: April 12, 2013 | By: | /s/ Jeffrey M. Gorden | |
Jeffrey M. Gorden, Chief Financial Officer |
Note 4 - Long-Term Debt
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3 Months Ended |
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Feb. 28, 2013
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Long-term Debt [Text Block] |
4.
Long-Term Debt
The
total debt balance of $125,000 represents a note payable to a
former shareholder that requires an annual payment of
$35,000, including interest at 4.75%, due October 1 and
running through 2016.
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