10-K: BAB, Inc. Reports Increased Profit Amid Revenue Dip
Annual Report
BAB, Inc. announced a rise in net income and earnings per share for fiscal year 2025, despite a slight decrease in total revenues and unit count.
Summary
- Net income increased to $559,000 in fiscal year 2025, up from $525,000 in 2024.
- Total revenues decreased by 3.0% to $3,439,000 in 2025 from $3,545,000 in 2024, with declines across franchise fees, royalty revenue, licensing fees, and marketing fund revenue.
- Total operating expenses decreased by 5.6% to $2,718,000 in 2025, primarily due to a significant reduction in employee benefit expenses and marketing costs.
- Earnings per share (basic and diluted) rose to $0.08 in 2025 from $0.07 in 2024.
- The company had 60 franchised units and 3 licensed units in operation at November 30, 2025, a decrease from 61 franchised and 4 licensed units in 2024.
- Working capital improved to $1,914,000 in 2025 from $1,784,000 in 2024.
- Cash distributions/dividends to common stockholders increased to $436,000 in 2025 from $363,000 in 2024.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a moderately positive filing. While profitability and EPS improved due to cost controls, the decline in total revenues and unit count indicates ongoing challenges in top-line growth and market presence.
Positives
- Net income increased by $34,000, or 6.5%, to $559,000 in 2025.
- Net operating income increased to $722,000 in 2025 from $665,000 in 2024.
- Earnings per share (basic and diluted) increased to $0.08 in 2025 from $0.07 in 2024.
- Total operating expenses decreased by $162,000, or 5.6%, in 2025, driven by lower employee benefit expenses ($79,000 decrease) and marketing expenses ($35,000 decrease).
- Working capital increased to $1,914,000 in 2025 from $1,784,000 in 2024.
- The company reevaluated its gift card breakage estimate, resulting in $80,000 of additional breakage revenue for 2025.
- The company maintains a strong corporate governance framework, including a Clawback Policy and a strict Insider Trading Policy.
Negatives
- Total revenues decreased by $106,000, or 3.0%, to $3,439,000 in 2025.
- Franchise fee revenue decreased significantly by $33,000, or 58.9%, to $23,000 in 2025.
- Royalty revenue decreased by $11,000, or 0.6%, to $1,984,000 in 2025.
- Licensing fees and other income decreased by $29,000, or 9.1%, to $289,000 in 2025.
- Marketing fund revenues decreased by $35,000, or 3.0%, to $1,142,000 in 2025.
- System-wide revenues decreased to $41.1 million in 2025 from $41.4 million in 2024.
- The total number of operating units (franchised and licensed) decreased from 65 in 2024 to 63 in 2025.
- Unrestricted cash decreased to $2,154,000 in 2025 from $2,178,000 in 2024.
- Cash provided by operating activities decreased to $414,000 in 2025 from $638,000 in 2024.
Risks
- Food service businesses are susceptible to changes in consumer tastes, economic conditions, demographic trends, and traffic patterns.
- Adverse publicity related to food quality, illness, injury, health concerns, or operating issues at one or a limited number of stores could substantially affect the company.
- Shortages or interruptions in supply due to adverse weather or other conditions could negatively impact the availability, quality, and cost of ingredients.
- Factors such as inflation, increased food and labor costs, regional weather conditions, and the availability of suitable sites and experienced employees may adversely affect operations.
- The quick service restaurant industry is intensely competitive, with numerous national, regional, and local chains, as well as independent operators and larger fast-food establishments.
- Competitors may possess greater product and name recognition, and larger financial, marketing, and distribution capabilities.
- Trademarks and service marks, which contain common descriptive English words, may be subject to challenge, potentially limiting expansion into certain regions.
- Failure to comply with federal, state, and local government regulations (e.g., FTC Franchise Rule, food service laws, minimum wage) could lead to material adverse effects, including rescission offers, monetary damages, penalties, or store closures.
- There is a risk of absolute vicarious liability being imposed upon franchisors based on claims made against franchisees in certain states.
- Despite a relatively low risk profile, a cybersecurity incident could adversely affect the company's business, result in reputational harm, increase operating costs, or expose the company to litigation.
Future Outlook
The company intends to consider and pay cash distributions/dividends on a quarterly basis if warranted, based on profitability expectations and financing needs. Management expects to continue realizing efficiencies by servicing the combined base of BAB and MFM franchisees. The company plans to adopt ASU 2023-09 for the fiscal year ending November 30, 2026, and ASU 2025-05 for the fiscal year ending November 30, 2027. Currently, management is not aware of any material events or uncertainties that would affect future operations.
Management Comments
- The company believes execution of its cash distribution/dividend policy will not have any material adverse effects on its ability to fund current operations or future capital investments.
- Management considers its relations with its employees to be good and views employees as one of its greatest assets, offering competitive pay, benefits, and a 401(k) matching program.
- Management does not believe that there are any recently issued and effective or not yet effective accounting pronouncements as of November 30, 2025 that would have or are expected to have any significant effect on the Company's financial position, cash flows or income statement.
Industry Context
StockSavvy.ai notes that BAB, Inc. operates in the highly competitive quick service restaurant industry, which is characterized by intense competition in product quality, concept, location, service, and price. The company faces challenges from national chains like Panera Bread, Bruegger's Bagel Bakery, Einstein Bros. Bagels, Dunkin, and McDonalds, as well as numerous regional and local operators. Despite the fragmented nature of the industry, the company believes there is significant opportunity for expansion in the bagel, muffin, and coffee segments. The decrease in total units and system-wide revenue suggests that BAB, Inc. is navigating a challenging market, but its improved net income indicates effective cost management in this environment.
Comparison to Industry Standards
- BAB, Inc. competes directly with established bagel chains such as Panera Bread Company, Bruegger's Bagel Bakery, and Einstein Bros. Bagels, which often have greater brand recognition and financial resources.
- In the muffin business, BAB, Inc. faces competition from numerous regional and local operators, as there is no dominant national competitor.
- The company also competes with national, regional, and local coffee competitors, as well as supermarket bakery sections and prepackaged food options.
- Startup costs for opening a retail food establishment offering similar products are considered competitive with BAB, Inc.'s stores, suggesting a low barrier to entry in the broader market.
- BAB, Inc. believes its stores compete favorably in terms of food quality, taste, convenience, customer service, and value, which are critical factors for success in the food service industry.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Michael K. Murtaugh | Geraldine Conn | November 2025 | Geraldine Conn appointed to fill vacancy created by Michael Murtaugh's retirement. |
| Vice President, General Counsel, and Director | Michael K. Murtaugh | 2025-11-26 | Retirement. | |
| Chief Operating Officer (COO) | Brian Evans | 2025-12-30 | Appointment (mentioned in security ownership footnote). |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clawback Policy | The company has implemented a Clawback Policy to recover incentive-based compensation in the event of material financial restatement or executive misconduct, aligning with Dodd-Frank and SEC rules. The Audit Committee oversees this process. | Ongoing | Enhances corporate accountability and financial reporting integrity, protecting stakeholder interests. |
| Insider Trading Policy | A strict Insider Trading Policy is in place, requiring pre-clearance for directors, executive officers, and certain employees, designating trading windows, and enforcing confidentiality of material non-public information. | Ongoing | Ensures compliance with securities laws, prevents misuse of information, and promotes transparency. |
| Preferred Shares Rights Agreement (Poison Pill) | An amendment was filed on November 19, 2025, extending the final expiration date of the Rights Agreement to the sixteenth anniversary of the original agreement. This policy is designed to protect stockholders from coercive or otherwise unfair takeover tactics. | 2025-11-19 | Strengthens the Board's ability to resist hostile takeovers not approved by the Board, potentially preserving long-term shareholder value but also limiting unsolicited acquisition premiums. |
Legal Proceedings
- The company may be subject to various legal proceedings and claims arising in the ordinary course of business, but management does not believe the outcome of any such proceedings will have a material effect on its financial position.
- There are no pending or threatened legal proceedings or claims known to the company.
Related Party Transactions
- There are no transactions between the company and related parties, including officers and directors, on terms less favorable to the company than could be obtained from unaffiliated third parties.
- All such transactions require the consent of the majority of disinterested members of the Board of Directors.
Stakeholder Impact
- Shareholders: Benefited from increased net income and EPS, as well as higher cash distributions/dividends. The extension of the Rights Agreement aims to protect them from coercive takeover tactics.
- Employees: Experienced a decrease in overall employee benefit expenses, though payroll expenses slightly increased. The company emphasizes competitive pay, benefits, and a 401(k) matching program.
- Franchisees: Faced decreased royalty and franchise fee revenues, indicating potential challenges in unit growth and sales. The company continues to provide marketing assistance, training, and purchasing discounts.
- Customers: The company's focus on food quality, taste, convenience, customer service, and value aims to maintain customer satisfaction in a competitive market.
- Management: Executive compensation includes salary and bonuses, with a Clawback Policy in place to ensure accountability. Geraldine Conn's appointment to the Board and Michael Murtaugh's retirement represent changes in leadership.
Next Steps
- The company will adopt ASU 2023-09, Improvements to Income Tax Disclosures, for the fiscal year ending November 30, 2026.
- The company will adopt ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, for the fiscal year ending November 30, 2027.
- The Board of Directors intends to consider and declare cash distributions/dividends on a quarterly basis if warranted.
Key Dates
| Date | Description |
|---|---|
| 2013-05-06 | Board authorized and declared a dividend distribution of one right for each outstanding share of common stock, entitling holders to purchase Series A Participating Preferred Stock. |
| 2013-05-07 | Form 8-K filed with the SEC detailing the Preferred Shares Rights Agreement. |
| 2013-05-13 | Record date for the dividend distribution of rights to purchase Series A Participating Preferred Stock. |
| 2014-06-18 | Amendment to the Preferred Shares Rights Agreement filed, appointing American Stock Transfer & Trust Company, LLC as successor rights agent. |
| 2015-08-18 | Amendment filed to the Preferred Shares Rights Agreement, changing the final expiration date to the fifth anniversary of the original agreement date. |
| 2017-05-22 | Amendment filed extending the final expiration date of the Preferred Shares Rights Agreement to the seventh anniversary date of the original agreement. |
| 2019-02-22 | Amendment filed extending the final expiration date of the Preferred Shares Rights Agreement to the ninth anniversary date of the original agreement. |
| 2021-03-04 | Amendment filed extending the final expiration date of the Preferred Shares Rights Agreement to the eleventh anniversary date of the original agreement. |
| 2023-04-04 | Amendment filed extending the final expiration date of the Preferred Shares Rights Agreement to the fourteenth anniversary date of the original agreement. |
| 2023-12-11 | Board declared a $0.02 cash distribution/dividend per share ($0.01 quarterly and $0.01 special). |
| 2023-12-27 | Record date for the $0.02 cash distribution/dividend declared on December 11, 2023. |
| 2024-01-16 | Payment date for the $0.02 cash distribution/dividend declared on December 11, 2023. |
| 2024-02-15 | Company signed a lease for its executive office space for a period of 6 years, beginning April 1, 2024. |
| 2024-03-06 | Board declared a $0.01 quarterly cash distribution. |
| 2024-03-21 | Record date for the $0.01 quarterly cash distribution declared on March 6, 2024. |
| 2024-03-31 | Expiration date of the previous office lease. |
| 2024-04-01 | Effective date of the new 6-year office lease. |
| 2024-04-12 | Payment date for the $0.01 quarterly cash distribution declared on March 6, 2024. |
| 2024-06-06 | Board declared a $0.01 quarterly cash distribution. |
| 2024-06-24 | Record date for the $0.01 quarterly cash distribution declared on June 6, 2024. |
| 2024-07-12 | Payment date for the $0.01 quarterly cash distribution declared on June 6, 2024. |
| 2024-09-06 | Board declared a $0.01 quarterly cash distribution. |
| 2024-09-23 | Record date for the $0.01 quarterly cash distribution declared on September 6, 2024. |
| 2024-10-11 | Payment date for the $0.01 quarterly cash distribution declared on September 6, 2024. |
| 2024-11-30 | Fiscal year end for 2024. |
| 2024-12-04 | Board declared a $0.03 cash distribution/dividend per share ($0.01 quarterly and $0.02 special). |
| 2024-12-23 | Record date for the $0.03 cash distribution/dividend declared on December 4, 2024. |
| 2025-01-09 | Payment date for the $0.03 cash distribution/dividend declared on December 4, 2024. |
| 2025-03-07 | Board declared a $0.01 quarterly cash distribution/dividend per share. |
| 2025-03-24 | Record date for the $0.01 quarterly cash distribution/dividend declared on March 7, 2025. |
| 2025-04-14 | Payment date for the $0.01 quarterly cash distribution/dividend declared on March 7, 2025. |
| 2025-05-31 | Last business day of the registrant's most recently completed second fiscal quarter, used for market value calculation. |
| 2025-06-06 | Board declared a $0.01 quarterly cash distribution/dividend per share. |
| 2025-06-26 | Record date for the $0.01 quarterly cash distribution/dividend declared on June 6, 2025. |
| 2025-07-14 | Payment date for the $0.01 quarterly cash distribution/dividend declared on June 6, 2025. |
| 2025-07-30 | FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. |
| 2025-09-09 | Board declared a $0.01 quarterly cash distribution/dividend per share. |
| 2025-09-26 | Record date for the $0.01 quarterly cash distribution/dividend declared on September 9, 2025. |
| 2025-10-15 | Payment date for the $0.01 quarterly cash distribution/dividend declared on September 9, 2025. |
| 2025-11-19 | Amendment filed extending the final expiration date of the Preferred Shares Rights Agreement to the sixteenth anniversary date of the original agreement. |
| 2025-11-26 | Michael K. Murtaugh retired from his positions as Vice President, General Counsel, and Director. |
| 2025-11-30 | Fiscal year end for 2025. |
| 2025-12-09 | Board declared a $0.02 cash distribution/dividend ($0.01 quarterly and $0.01 special) to stockholders of record December 30, 2025. |
| 2025-12-15 | Effective date for ASU 2023-09 for public business entities for fiscal years beginning after this date. |
| 2025-12-30 | Record date for the $0.02 cash distribution/dividend declared on December 9, 2025. |
| 2026-01-21 | Payment date for the $0.02 cash distribution/dividend declared on December 9, 2025. |
| 2026-02-24 | Latest practicable date for shares outstanding (7,263,508 shares of Common Stock) and filing date of the 10-K report. |
| 2026-11-30 | Fiscal year end for 2026, when the company will adopt ASU 2023-09. |
| 2027-11-30 | Fiscal year end for 2027, when the company will adopt ASU 2025-05. |
| 2030-03-31 | Expiration date of the current executive office lease, with an option to renew for 5 years. |
Recommendation
holdWhile BAB, Inc. demonstrated improved profitability and EPS through effective cost management, the decline in total revenues, system-wide sales, and the number of operating units raises concerns about top-line growth and market expansion. The increased dividend payout is positive for income-focused investors, but the overall picture presents a mixed outlook. The company operates in a highly competitive industry, and while governance is strong, the lack of significant growth drivers in the near term suggests a 'hold' recommendation for seasoned investors, awaiting clearer signs of revenue stabilization or unit expansion.
Keywords
Franchising, Bagels, Muffins, Coffee, Quick Service Restaurant, SEC Filing, Financial Performance, Corporate Governance, Dodd-Frank, Clawback Policy, Insider Trading, BAB Inc
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