Bab, Inc 10-Q for FY2022 Q1
Bab, Inc. (BABB)
About this 10-Q
Bab, Inc filed this 10-Q on April 13, 2022, covering the quarter ended February 28, 2022 (FY2022 Q1).
Headline figures
Quarter ended February 28, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $738.28K
- up 2.1% from $722.91K a year earlier
- Net income
- $62.89K
- down 81.1% from net income of $333.25K a year earlier
FORM
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
BAB, Inc.
(Name of small business issuer in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | OTCQB |
Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by checkmark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. Large accelerated filer ☐ Accelerated filer ☐
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company. Yes
As of April 13, 2022 BAB, Inc. had:
TABLE OF CONTENTS
| PART I |
FINANCIAL INFORMATION |
3 |
| Item 1. |
Financial Statements |
3 |
| Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
15 |
| Item 3 |
Quantitative and Qualitative Disclosures About Market Risk |
18 |
| Item 4 |
Controls and Procedures |
18 |
| PART II |
OTHER INFORMATION |
18 |
| Item 1. |
Legal Proceedings |
18 |
| Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
18 |
| Item 3 |
Defaults Upon Senior Securities |
18 |
| Item 4 |
Mine Safety Disclosures |
18 |
| Item 5 |
Other Information |
18 |
| Item 6 |
Exhibits |
19 |
| SIGNATURE |
20 |
PART I
| ITEM 1. |
FINANCIAL STATEMENTS |
BAB, Inc.
Consolidated Balance Sheets
| February 28, 2022 | November 30, 2021 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Receivables | ||||||||
| Trade accounts and notes receivable (net of allowance for doubtful accounts of $ in 2022 and $ in 2021 ) | ||||||||
| Marketing fund contributions receivable from franchisees and stores | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property, plant and equipment (net of accumulated depreciation of $ in 2022 and $ in 2021) | ||||||||
| Deposit on equipment | ||||||||
| Trademarks | ||||||||
| Goodwill | ||||||||
| Definite lived intangible assets (net of accumulated amortization of $ in 2022 and $ in 2021) | ||||||||
| Operating lease right of use | ||||||||
| Total Noncurrent Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Income tax payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Unexpended marketing fund contributions | ||||||||
| Deferred franchise fee revenue | ||||||||
| Deferred licensing revenue | ||||||||
| Current portion operating lease liability | ||||||||
| Total Current Liabilities | ||||||||
| Long-term Liabilities (net of current portion) | ||||||||
| Operating lease liability | ||||||||
| Deferred franchise revenue | ||||||||
| Deferred tax liability | ||||||||
| Deferred licensing revenue | ||||||||
| Total Long-term Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders' Equity | ||||||||
| Preferred shares - par value; authorized; shares outstanding as of February 28, 2022 and November 30, 2021 | ||||||||
| Preferred shares - par value; Series A authorized; shares outstanding as of February 28, 2022 and November 30, 2021 | ||||||||
| Common stock - par value; shares authorized; shares issued and shares outstanding as of February 28, 2022 and November 30, 2021 | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
SEE ACCOMPANYING NOTES
BAB, Inc.
Consolidated Statements of Income
For the Three Months Ended February 28, 2022 and February 28, 2021
(Unaudited)
| February 28, 2022 | February 28, 2021 | |||||||
| REVENUES | ||||||||
| Royalty fees from franchised stores | $ | $ | ||||||
| Franchise Fees | ||||||||
| Licensing fees and other income | ||||||||
| Marketing fund revenue | ||||||||
| Total Revenues | ||||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expenses: | ||||||||
| Payroll and payroll-related expenses | ||||||||
| Occupancy | ||||||||
| Advertising and promotion | ||||||||
| Professional service fees | ||||||||
| Travel | ||||||||
| Employee benefit expenses | ||||||||
| Depreciation and amortization | ||||||||
| Marketing fund expenses | ||||||||
| Other | ||||||||
| Total Operating Expenses | ||||||||
| Income from operations | ||||||||
| Interest income | ||||||||
| Loan forgiveness | ||||||||
| Income before provision for income taxes | ||||||||
| Provision for income taxes | ||||||||
| Current tax expense | ||||||||
| Deferred tax expense | ||||||||
| Total Tax Provision | ||||||||
| Net Income | $ | $ | ||||||
| Net Income per share - Basic and Diluted | $ | $ | ||||||
| Weighted average shares outstanding - Basic and diluted | ||||||||
| Cash distributions declared per share | $ | $ | ||||||
SEE ACCOMPANYING NOTES
BAB, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended February 28, 2022 and February 28, 2021
(Unaudited)
| February 28, 2022 | February 28, 2021 | |||||||
| Operating activities | ||||||||
| Net Income | $ | $ | ||||||
| Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Deferred tax expense | ||||||||
| Provision for uncollectible accounts, net of recoveries | ( | ) | ( | ) | ||||
| Noncash lease expense | ||||||||
| Loan forgiveness | ( | ) | ||||||
| Changes in: | ||||||||
| Trade accounts receivable and notes receivable | ||||||||
| Marketing fund contributions receivable | ( | ) | ||||||
| Prepaid expenses and other | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Unexpended marketing fund contributions | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net Cash Provided by Operating Activities | ||||||||
| Investing activities | ||||||||
| Purchase of equipment | ( | ) | ||||||
| Net Cash Used In Investing Activities | ( | ) | ||||||
| Financing activities | ||||||||
| Cash distributions/dividends | ( | ) | ( | ) | ||||
| Net Cash Used In Financing Activities | ( | ) | ( | ) | ||||
| Net Increase/(Decrease) in Cash and Restricted Cash | ||||||||
| Cash and Restricted Cash - Beginning of Period | ||||||||
| Cash and Restricted Cash - End of Period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
SEE ACCOMPANYING NOTES
BAB, Inc.
Notes to Unaudited Consolidated Financial Statements
For the Three Months Ended February 28, 2022 and February 28, 2021
(Unaudited)
Note 1. Nature of Operations
BAB, Inc. (“the Company”) has wholly owned subsidiaries: BAB Systems, Inc. (“Systems”), BAB Operations, Inc. (“Operations”) and BAB Investments, Inc. (“Investments”). Systems was incorporated on December 2, 1992, and was primarily established to franchise Big Apple Bagels® (“BAB”) specialty bagel retail stores. My Favorite Muffin (“MFM”) was acquired in 1997 and is included as a part of Systems. Brewster’s (“Brewster’s”) was established in 1996 and the coffee is sold in BAB and MFM locations. SweetDuet® (“SD”) frozen yogurt can be added as an additional brand in a BAB location. Operations was formed in 1995, primarily to operate Company-owned stores of which there are currently none. The assets of Jacobs Bros. Bagels (“Jacobs Bros.”) were acquired in 1999, and any branded wholesale business uses this trademark. Investments was incorporated in 2009 to be used for the purpose of acquisitions. To date there have been no acquisitions.
The Company was incorporated under the laws of the State of Delaware on July 12, 2000. The Company currently franchises and licenses bagel and muffin retail units under the BAB, MFM and SD trade names. At February 28, 2022, the Company had
The BAB franchised brand consists of units operating as “Big Apple Bagels®,” featuring daily baked bagels, flavored cream cheeses, premium coffees, gourmet bagel sandwiches and other related products. BAB units are primarily concentrated in the Midwest and Western United States. The MFM brand consists of units operating as “My Favorite Muffin Gourmet Muffin Bakery™” (“MFM Bakery”), featuring a large variety of freshly baked muffins and coffees and units operating as “My Favorite Muffin Your All-Day Bakery Café®” (“MFM Cafe”) featuring these products as well as a variety of specialty bagel sandwiches and related products. The SweetDuet® is a branded self-serve frozen yogurt that can be added as an additional brand in a BAB location. Although the Company doesn't actively market Brewster's stand-alone franchises, Brewster's coffee products are sold in most franchised units.
The Company is leveraging on the natural synergy of distributing muffin products in existing BAB units and, alternatively, bagel products and Brewster's Coffee in existing MFM units. The Company expects to continue to realize efficiencies in servicing the combined base of BAB and MFM franchisees.
The accompanying condensed consolidated financial statements are unaudited. These financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended November 30, 2021 which was filed February 25, 2022. In the opinion of the Company's management, the condensed consolidated financial statements for the unaudited interim period presented include all adjustments, including normal recurring adjustments, necessary to fairly present the results of such interim period and the financial position as of the end of said period. The results of operations for the interim period are not necessarily indicative of the results for the full year.
2. Summary of Significant Accounting Policies
Unaudited Consolidated Financial Statements
The accompanying unaudited Condensed Consolidated Financial Statements of BAB, Inc. have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the financial statements and accompanying notes are in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and demand deposits with banks with original maturities of less than 90 days.
Accounts and Notes Receivable
Receivables are carried at original invoice amount less estimates for doubtful accounts. Management determines the allowance for doubtful accounts by reviewing and identifying troubled accounts and by using historical collection experience. A receivable is considered to be past due if any portion of the receivable balance is outstanding 90 days past the due date. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as income when received. Certain receivables have been converted to unsecured interest-bearing notes.
Property, Plant and Equipment
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are
Advertising and Promotion Costs
The Company expenses advertising and promotion costs as incurred. All advertising and promotion costs were related to the Company’s franchise operations.
Leases
The company accounts for leases under ASC 842. Lease arrangements are determined at the inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current and long-term operating lease liabilities on the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on the consolidated balance sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
2. Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope, including trade receivables. The amendments in this update broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The guidance in ASU 2016-13 is effective for public companies for fiscal years and for interim periods with those fiscal years beginning after December 15, 2023. The Company will adopt ASU 2019-13 for fiscal year ending November 30, 2024 and the adoption of this guidance is not expected to have any material impact on the Company’s financial position, cash flows or results of operations.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company will adopt ASU 2019-12 for fiscal year ending November 30, 2024 and the adoption of this guidance is not expected to have any material impact on the Company’s financial position, cash flows or results of operations.
Management does not believe that there are any recently issued and effective or not yet effective accounting pronouncements as of February 28, 2022 that would have or are expected to have any significant effect on the Company’s financial position, cash flows or income statement.
Statement of Cash Flows
The chart below shows the cash and restricted cash within the consolidated statements of cash flows as of February 28, 2022 and February 28, 2021 were as follows:
| February 28, 2022 | February 28, 2021 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and restricted cash | $ | $ | ||||||
3. Revenue Recognition
Franchise and related revenue
The Company sells individual franchises. The franchise agreements typically require the franchisee to pay an initial, non-refundable fee prior to opening the respective location(s), and continuing royalty fees on a weekly basis based upon a percentage of franchisee net sales. The initial term of franchise agreements are typically
3. Revenue Recognition (continued)
Franchise and related revenue (continued)
Under the terms of our franchise agreements, the Company typically promises to provide franchise rights, pre-opening services such as blueprints, operational materials, planning and functional training courses, and ongoing services, such as management of the marketing fund. The Company considers certain pre-opening activities and the franchise rights and related ongoing services to represent two separate performance obligations. The franchise fee revenue has been allocated to the two separate performance obligations using a residual approach. The Company has estimated the value of performance obligations related to certain pre-opening activities deemed to be distinct based on cost plus an applicable margin, and assigned the remaining amount of the initial franchise fee to the franchise rights and ongoing services. Revenue allocated to preopening activities is recognized when (or as) these services are performed. Revenue allocated to franchise rights and ongoing services is deferred until the store opens, and recognized on a straight-line basis over the duration of the agreement, as this ensures that revenue recognition aligns with the customer’s access to the franchise right.
Royalty fees from franchised stores represent a
Royalty revenue is recognized during the respective franchise agreement based on the royalties earned each period as the underlying franchise store sales occur.
There are two items involving revenue recognition of contracts that require us to make subjective judgments: the determination of which performance obligations are distinct within the context of the overall contract and the estimated stand-alone selling price of each obligation. In instances where our contract includes significant customization or modification services, the customization and modification services are generally combined and recorded as one distinct performance obligation.
Gift Card Breakage Revenue
The Company sells gift cards to its customers in its retail stores and through its Corporate office. The Company’s gift cards do not have an expiration date and are not redeemable for cash except where required by law. Revenue from gift cards is recognized upon redemption in exchange for product and reported within franchisee store revenue and the royalty and marketing fees are paid and shown in the Condensed Consolidated Statements of Income. Until redemption, outstanding customer balances are recorded as a liability. An obligation is recorded at the time of sale of the gift card and it is included in accrued expenses on the Company’s Condensed Consolidated Balance Sheets.
The liability is reduced when the gift cards are redeemed by a franchise. Although there are no expiration dates for our gift cards, based on our analysis of historical gift card redemption patterns, we can reasonably estimate the amount of gift cards for which redemption is remote, which is referred to as “breakage.” The Company recognizes gift card breakage proportional to actual gift card redemptions on a quarterly basis and the corresponding revenue is included in licensing fees and other revenue. Significant judgments and estimates are required in determining the breakage rate and will be reassessed each quarter.
3. Revenue Recognition (continued)
Nontraditional and rebate revenue
As part of the Company’s franchise agreements, the franchisee purchases products and supplies from designated vendors. The Company may receive various fees and rebates from the vendors and distributors on product purchases by franchisees. In addition, the Company may collect various initial fees, and those fees are classified as deferred revenue in the balance sheet and straight lined over the life of the contract as deferred revenue in the balance sheet. The Company does not possess control of the products prior to their transfer to the franchisee and products are delivered to franchisees directly from the vendor or their distributors. The Company recognizes the rebates as franchisees purchase products and supplies from vendors or distributors and recognizes the initial fees over the contract life and the fees are reported as licensing fees and other income in the Condensed Consolidated Statements of Income.
Marketing Fund
Franchise agreements require the franchisee to pay continuing marketing fees on a weekly basis, based on a percentage of franchisee sales. Marketing fees are not paid on franchise wholesale sales. The balance sheet includes marketing fund cash, which is the restricted cash, accounts receivable and unexpended marketing fund contributions. Although the marketing fees are not separate performance obligations distinct from the underlying franchise right, the Company acts as the principal as it is primarily responsible for the fulfillment and control of the marketing services. As a result, the Company records marketing fees in revenues and related marketing fund expenditures in expenses in the Condensed Consolidated Statement of Income. The Company historically presented the net activities of the marketing fund within the balance sheet in the Condensed Consolidated Balance Sheet. While this reclassification impacts the gross amount of reported revenue and expenses the amounts will be offsetting, and there is no impact on net income.
Disaggregation of Revenue
The following table presents disaggregation of revenue from contracts with customers for the three months ended February 28, 2022 and February 28, 2021:
| For three months ended February 28, 2022 | For three months ended February 28, 2021 | |||||||
| Revenue recognized at a point in time | ||||||||
| Sign Shop Revenue | $ | $ | ||||||
| Settlement Revenue | ||||||||
| Total revenue at a point in time | ||||||||
| Revenue recognized over time | ||||||||
| Royalty revenue | ||||||||
| Franchise fees | ||||||||
| License fees | ||||||||
| Gift card revenue | ||||||||
| Nontraditional revenue | ||||||||
| Marketing fund revenue | ||||||||
| Total revenue over time | ||||||||
| Grand Total | $ | $ | ||||||
3. Revenue Recognition (continued)
Contract balances
The balance of contract liabilities includes franchise fees, license fees and vendor payments that have ongoing contract rights and the fees are being straight lined over the contract life. Contract liabilities also include marketing fund balances and gift card liability balances.
| February 28, 2022 | November 30, 2021 | |||||||
| Liabilities | ||||||||
| Contract liabilities - current | $ | $ | ||||||
| Contract liabilities - long-term | ||||||||
| Total Contract Liabilities | $ | $ | ||||||
| February 28, 2022 | November 30, 2021 | |||||||
| Contracts at beginning of period | $ | $ | ||||||
| Revenue Recognized during period | ( | ) | ( | ) | ||||
| Additions during period | ||||||||
| Contracts at end of period | $ | $ | ||||||
Transaction price allocated to remaining performance obligations (franchise agreements and license fee agreement) for the year ended November 30:
| 2022 | $ | (a) | ||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ |
| (a) represents the estimate for the remainder of 2022 |
4. Units Open and Under Development
Units which are open or under development at February 28, 2022 are as follows:
| February 28, 2022 | February 28, 2021 | |||||||
| Stores open: | ||||||||
| Franchisee-owned stores | ||||||||
| Licensed Units | ||||||||
| Unopened stores with Franchise Agreements | ||||||||
| Total operating units and units with Franchise Agreements | ||||||||
5. Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share:
| February 28, 2022 | February 28, 2021 | |||||||
| Numerator: | ||||||||
| Net income available to common shareholders | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted average outstanding shares | ||||||||
| Basic and diluted | ||||||||
| Earnings per Share - Basic and diluted | $ | $ | ||||||
6. Goodwill and Other Intangible Assets
Accounting Standard Codification (“ASC”) 350 “Goodwill and Other Intangible Assets” requires that assets with indefinite lives no longer be amortized, but instead be subject to annual impairment tests.
Following the guidelines contained in ASC 350, the Company tests goodwill and intangible assets that are not subject to amortization for impairment annually or more frequently if events or circumstances indicate that impairment is possible. The Company has elected to conduct its annual test during the first quarter. During the quarter ended February 28, 2022 and February 28, 2021, 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 it’s carrying value, a quantitative assessment is then performed.
Although the COVID-19 pandemic has caused significant disruption to our industry, the Company was able to adjust expenses and get a Paycheck Protection Program loan for fiscal 2020 and early 2021. Our franchise systems sales recovered to pre-pandemic levels in middle 2021 and, the royalty sales numbers continue to stay consistent with the pre-pandemic numbers. Based on the qualitative analysis conducted during the quarter, management does not believe that an impairment exists at February 28, 2022.
7. Lease Commitments
The Company rents its office under an operating lease which requires it to pay base rent, real estate taxes, insurance and general repairs and maintenance. A lease was signed in June of 2018, effective October 1, 2018, expiring on March 31, 2024 with an option to renew for a
Monthly rent expense is recognized on a straight-line basis over the term of the lease. At February 28, 2022 the remaining lease term was
7. Lease Commitments (continued)
Gross future minimum annual rental commitments as of February 28, 2022 are as follows:
| Undiscounted Rent Payments | ||||
| Year Ending November 30: | ||||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| Total Undiscounted Rent Payments | $ | |||
| Present Value Discount | ( | ) | ||
| Present Value | $ | |||
| Short-term lease liability | $ | |||
| Long-term lease liability | ||||
| Total Operating Lease Liability | $ | |||
8. Paycheck Protection Program Loan
On May 1, 2020, BAB Systems, Inc. received loan proceeds of $
On December 9, 2020 the PPP loan in the amount of $
9. Income Taxes
For the three months ended February 28, 2022 the Company recorded deferred taxes of $
10. Stockholder’s Equity
On March 7, 2022 the Board of Directors declared a $
On January 27, 2021 the Board of Directors declared a $
10. Stockholder’s Equity (continued)
On May 6, 2013, the Board of Directors (“Board”) of BAB, Inc. authorized and declared a dividend distribution of 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 -thousandth of a share of the Series A Participating Preferred Stock of the Company at an exercise price of $
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
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 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 anniversary date of the original agreement. All other original rights and provisions remain the same. On February 22, 2019 an amendment was filed extending the final expiration date to mean the anniversary date of the original agreement. All other original rights and provisions remain the same. On March 4, 2021 an amendment was filed extending the final expiration date to mean the eleventh anniversary date of the original agreement. All other original rights and provisions remain the same.
| ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Certain statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding the development of the Company's business, the markets for the Company's products, anticipated capital expenditures, and the effects of completed and proposed acquisitions, and other statements contained herein regarding matters that are not historical facts, are forward-looking statements as is within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements include risks and uncertainties, actual results could differ materially from those expressed or implied by such forward-looking statements as set forth in this report, the Company's Annual Report on Form 10-K and other reports that the Company files with the Securities and Exchange Commission. Certain risks and uncertainties are wholly or partially outside the control of the Company and its management, including its ability to attract new franchisees; the continued success of current franchisees; the effects of competition on franchisees and consumer acceptance of the Company's products in new and existing markets; fluctuation in development and operating costs; brand awareness; availability and terms of capital; adverse publicity; acceptance of new product offerings; availability of locations and terms of sites for store development; food, labor and employee benefit costs; changes in government regulation (including increases in the minimum wage); regional economic and weather conditions; the hiring, training, and retention of skilled corporate and restaurant management; and the integration and assimilation of acquired concepts. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
General
There are 69 franchised and 4 licensed units at February 28, 2022 compared to 71 franchised and 3 licensed units at February 28, 2021. System-wide revenues for the three months ended February 28, 2022 were $8.6 million and February 28, 2021 was $7.3 million.
The Company's revenues are derived primarily from the ongoing royalties paid to the Company by its franchisees and receipt of initial franchise fees. Additionally, the Company derives revenue from the sale of licensed products (My Favorite Muffin mix, Big Apple Bagels cream cheese and Brewster's coffee), and through nontraditional channels of distribution.
Royalty fees represent a 5% fee on net retail and wholesale sales of franchised units. Royalty revenues are recognized on an accrual basis using actual franchise receipts. Generally, franchisees report and remit royalties on a weekly basis. The majority of month-end receipts are recorded on an accrual basis based on actual numbers from reports received from franchisees shortly after the month-end. Estimates are utilized in certain instances where actual numbers have not been received and such estimates are based on the average of the last 10 weeks’ actual reported sales.
There are two items involving revenue recognition of contracts that require us to make subjective judgments: the determination of which performance obligations are distinct within the context of the overall contract and the estimated stand-alone selling price of each obligation. In instances where our contract includes significant customization or modification services, the customization and modification services are generally combined and recorded as one distinct performance obligation.
The Company earns licensing fees from the sale of BAB branded products, which includes coffee, cream cheese, muffin mix and frozen bagels from a third-party commercial bakery, to the franchised and licensed units.
As of February 28, 2022, the Company employed 13 full-time employees at the Corporate office. The employees are responsible for corporate management and oversight, accounting, advertising and franchising. None of the Company's employees are subject to any collective bargaining agreements and management considers its relations with its employees to be good.
Results of Operations
Three Months Ended February 28, 2022 versus Three Months Ended February 28, 2021
For the three months ended February 28, 2022 and February 28, 2021, the Company reported net income of $63,000 and $333,000, respectively. Total revenue of $738,000 increased $15,000, or 2.1%, for the three months ended February 28, 2022, as compared to total revenue of $723,000 for the three months ended February 28, 2021.
Royalty fee revenue of $414,000, for the quarter ended February 28, 2022, increased $67,000, or 19.3%, from the $347,000 for quarter ended February 28, 2021. In 2021 there was still some slight COVID-19 concerns for restaurant patrons which is reflected in the lower royalty sales volume.
Franchise fee revenue of $9,000, for the quarter ended February 28, 2022, decreased $8,000, or 47.1%, from the $17,000 for the quarter ended February 28, 2021. First quarter 2022 included a transfer fee and normal monthly franchise fee amortization revenue, compared to 2021 which had no transfers and included $12,000 of franchise fee termination revenue and normal monthly franchise amortization revenue.
Licensing fee and other income of $70,000, for the quarter ended February 28, 2022, decreased $88,000 or 55.7% from $158,000 for same quarter 2021. Settlement income decreased $88,000 in the first quarter 2022 compared to same period 2021 because of a store closure settlement.
Marketing Fund revenues of $245,000, for the quarter ended February 28, 2022, increased $44,000, or 21.9% from $201,000 for the quarter ended February 28, 2021. The primary reason Marketing Fund revenue increased in 2022 is that store revenues increased in 2022.
Total operating expenses of $650,000, for the quarter ended February 28, 2022, increased $64,000, or 10.9% from $586,000 for the quarter ended February 28, 2021. The increase was primarily related to an increase in Marketing Fund expenses of $44,000, payroll expense of $26,000, employee benefit expense of $4,000 and general operating expenses of $4,000, offset by a $14,000 decrease in professional fees.
For the three months ended February 28, 2022 the provision for income tax was $26,000, compared to a $32,000 tax provision for the three months ending February 28, 2021.
Earnings per share, as reported for basic and diluted outstanding shares for the quarter ended February 2022 and 2021 was $0.01 and $0.05, respectively. In 2021 the Paycheck Protection Program loan forgiveness accounted for $0.03 of the $0.05 earnings per share.
Liquidity and Capital Resources
At February 28, 2022, the Company had working capital of $1,159,000 and unrestricted cash of $1,494,000. At February 28, 2021 the Company had working capital of $976,000 and unrestricted cash of $1,333,000.
During the three months ended February 28, 2022, the Company had net income of $63,000 and operating activities provided cash of $142,000. The principal adjustments to reconcile the net income to cash provided by operating activities for the three months ending February 28, 2022 was depreciation and amortization of $1,000, deferred tax expense of $17,000 and noncash lease expense of $25,000, less the recovery of uncollectible accounts of $1,000. In addition, changes in operating assets and liabilities increased cash by $37,000. During the three months ended February 28, 2021, the Company had net income of $333,000 and operating activities provided cash of $162,000. The principal adjustments to reconcile the net income to cash provided by operating activities for the three months ending February 28, 2021 was depreciation and amortization of $1,000, deferred tax expense of $21,000 and noncash lease expense of $25,000, less PPP loan forgiveness of $228,000 and the provision for uncollectible accounts of $1,000. In addition, changes in operating assets and liabilities increased cash by $10,000.
The Company had investing activities of $10,000 for an equipment deposit for the three months ended February 28, 2022 and no investing activity in same period 2021.
Cash distributions/dividends used $73,000 in financing activities for the three months ending February 28, 2022 and 2021.
Cash Distribution and Dividend Policy
The Company continues to monitor any possibly re-occurring impact of the Coronavirus variants on its operations when determining the future cash distribution/dividend payments. It is the Company’s intent that future cash distributions/dividend payments will be considered after reviewing profitability expectations and financing needs and will be declared at the discretion of the Board of Directors. The Company will continue to analyze its ability to pay cash distributions/dividends on a quarterly basis. For fiscal 2022 a $0.01 cash distribution has been declared for the first and second quarters.
Determination of whether distributions are considered a cash distribution, cash dividend or combination of the two will not be made until after December 31, 2022, as the classification or combination is dependent upon the Company’s earnings and profits for tax purposes for its fiscal year ending November 30, 2022.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope, including trade receivables. The amendments in this update broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The guidance in ASU 2016-13 is effective for public companies for fiscal years and for interim periods with those fiscal years beginning after December 15, 2023. The Company will adopt ASU 2019-13 for fiscal year ending November 30, 2024 and the adoption of this guidance is not expected to have any material impact on the Company’s financial position, cash flows or results of operations.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company will adopt ASU 2019-12 for fiscal year ending November 30, 2024 and the adoption of this guidance is not expected to have any material impact on the Company’s financial position, cash flows or results of operations.
Management does not believe that there are any recently issued and effective or not yet effective accounting pronouncements as of February 28, 2022 that would have or are expected to have any significant effect on the Company’s financial position, cash flows or income statement.
Critical Accounting Policies
The Company has identified other significant accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved could result in material changes to its financial condition or results of operations under different conditions or using different assumptions. The Company's most critical accounting policies are related to revenue recognition, valuation of long-lived and intangible assets, deferred tax assets and the related valuation allowance. Details regarding the Company's use of these policies and the related estimates are described in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2021, filed with the Securities and Exchange Commission on February 25, 2022.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
BAB, Inc. has no interest, currency or derivative market risk.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of both our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on such evaluation, both our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2022 our disclosure controls and procedures are effective (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed by us in the reports that we submit under the Exchange Act is accumulated and communicated to our management, including our executive and financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the three months of fiscal year 2022 to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Compliance with Section 404 of Sarbanes-Oxley Act
The Company is in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Act”).
PART II
| ITEM 1. |
LEGAL PROCEEDINGS |
We may be subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of such proceedings or claims cannot be predicted with certainty, management does not believe that the outcome of any of such proceedings or claims will have a material effect on our financial position. We know of no pending or threatened proceeding or claim to which we are or will be a party.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. |
MINE SAFETY DISCLOSURES |
Not applicable
| ITEM 5. |
OTHER INFORMATION |
Amendment No. 5 to the Company’s Preferred Shares Rights Agreement dated May 6, 2013 was filed on March 8, 2021. The amendment revises the definition of “Final Expiration Date” to mean the eleventh anniversary of the date of the Preferred Shares Rights Agreement.
(a) EXHIBITS
| The following exhibits are filed herewith. |
| INDEX NUMBER |
DESCRIPTION |
|
| 3.1 |
Articles of Incorporation (See Form 10-KSB for year ended November 30, 2006 filed February 28, 2007) |
|
| 3.2 |
Bylaws of the Company (See Form 10-KSB for year ended November 30, 2006 filed February 28, 2007) |
|
| 4.1 |
Preferred Shares Rights Agreement (See Form 8-K filed May 7, 2013) |
|
| 4.2 |
Preferred Shares Rights Agreement Amendment No. 1 (See Form 8-K filed June 18, 2014) |
|
| 4.3 |
Preferred Shares Rights Agreement Amendment No. 2 (See Form 8-K filed August 18, 2015) |
|
| 4.4 |
Preferred Shares Rights Agreement Amendment No. 3 (See Form 8-K filed May 22, 2017) |
|
| 4.5 |
Preferred Shares Rights Agreement Amendment No. 4 (See Form 8-K filed February 22, 2019) |
|
| 4.6 |
Preferred Shares Rights Agreement Amendment No. 5 (See Form 8-K filed March 8, 2021) |
|
| 21.1 |
||
| Section 302 of the Sarbanes-Oxley Act of 2002 |
||
| Section 906 of the Sarbanes-Oxley Act of 2002 |
||
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BAB, Inc.
| Dated: April 13, 2022 |
/s/ Geraldine Conn |
| Geraldine Conn |
|
| Chief Financial Officer |
Exhibit 21.1
BAB Systems, Inc., an Illinois corporation
BAB Operations, Inc., an Illinois corporation
BAB Investments, Inc., an Illinois corporation
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14 (a) OR RULE 15d-14 (a) OF THE SECURITIES EXCHANGE ACT OF 1934.
I, Michael W. Evans, certify that:
|
(1) |
I have reviewed this quarterly report on Form 10-Q of BAB, Inc. |
|
(2) |
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; |
|
(3) |
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; |
|
(4) |
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: |
|
(a) |
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; |
|
(b) |
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; |
|
(c) |
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 |
|
(d) |
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 |
|
(5) |
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): |
|
(a) |
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 |
|
(b) |
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. |
| Date: April 13, 2022 | by /s/ Michael W. Evans |
| Michael W. Evans, Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14 (a) OR RULE 15d-14 (a) OF THE SECURITIES EXCHANGE ACT OF 1934.
I, Geraldine Conn, certify that:
|
(1) |
I have reviewed this quarterly report on Form 10-Q of BAB, Inc. |
|
(2) |
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; |
|
(3) |
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; |
|
(4) |
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: |
|
(a) |
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; |
|
(b) |
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; |
|
(c) |
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 |
|
(d) |
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 |
|
(5) |
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): |
|
(a) |
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 |
|
(b) |
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. |
| Date: April 13, 2022 | By: /s/ Geraldine Conn |
| Geraldine Conn, Chief Financial Officer |
Exhibit 32.1
BAB, Inc.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the BAB, Inc. (the "Company") Quarterly Report on Form 10-Q for the period ended February 28, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael W. Evans, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
1. |
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 |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition, results of operations, and cash flows of the Company. |
| Date: April 13, 2022 | By: /s/ Michael W. Evans |
| Michael W. Evans, Chief Executive Officer |
Exhibit 32.2
BAB, Inc.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the BAB, Inc. (the "Company") Quarterly Report on Form 10-Q for the period ended February 28, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Geraldine Conn, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
1. |
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 |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition, results of operations, and cash flows of the Company. |
| Date: April 13, 2022 | By: /s/ Geraldine Conn |
| Geraldine Conn, Chief Financial Officer |