U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1999
---------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ____________________
Commission File Number 0-12706
Tubby's, Inc.
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(Exact name of small business issuer as specified in its charter)
New Jersey 22-2166602
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(State or other jurisdiction of (I.R.S. Employer Identification
of incorporation or organization) Number)
6029 E. Fourteen Mile Road, Sterling Heights, Michigan 48312
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(Address of principal executive officers)
(810) 978-8829
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(Issuer's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to filed such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes _X_ No ___
As of OCTOBER 15, 1999, there were 2,583,114 shares of common stock
outstanding.
INDEX
TUBBY'S, INC. AND SUBSIDIARIES
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets,
August 31, 1999 and November 30, 1998 3-4
Consolidated Statements of Operations,
Three Months and Nine Months Ended August 31, 1999
and August 31, 1998 5
Consolidated Statements of Cash Flows,
Nine Months Ended August 31, 1999 and
August 31, 1998 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
PART II - OTHER INFORMATION
Item 4. Submission of matters to vote of Securities Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS (UNAUDITED).
TUBBY'S INCORPORATED & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
August 31, November 30,
1999 1998
ASSETS (Unaudited) (Note)
- ------ ----------- -----------
Current Assets
Cash and Equivalents $ 787,905 $ 692,196
Certificate of Deposit 111,199 111,199
Accounts Receivable - Trade, less
allowance for doubtful accounts of
$65,196 and $59,580 757,576 702,990
Inventories 394,209 328,280
Prepaid expenses and other 81,309 93,289
Notes receivable 82,941 59,721
----------- -----------
Total Current Assets 2,215,139 1,987,675
----------- -----------
Property and Equipment
Land 187,684 187,684
Buildings and Improvements 691,235 689,514
Equipment 500,405 498,354
Furniture and Fixtures 144,835 140,815
Vehicles 11,509 11,509
----------- -----------
1,535,668 1,527,876
Less: accumulated depreciation (886,935) 861,659
----------- -----------
Net Property & Equipment 648,733 666,217
----------- -----------
Other Assets
Goodwill, less amortization of
$294,984 and $112,370 198,810 263,666
Notes Receivable, less allowance
for Doubtful accounts of $20,000
and $20,000 373,902 408,733
----------- -----------
Total Other Assets 572,712 672,399
----------- -----------
Total Assets $ 3,436,584 $ 3,326,291
=========== ===========
See Accompanying Notes to Consolidated Financial Statements
-3-
TUBBY'S INCORPORATED & SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
August 31, November 30,
1999 1998
LIABILITIES & STOCKHOLDERS' EQUITY (Unaudited) (NOTE)
- ---------------------------------- ----------- ------------
Current Liabilities
Accounts Payable $ 264,961 $ 379,176
Accrued Liabilities:
Compensation 44,455 20,738
Other 22,126 24,695
Deferred Revenue 36,000 114,954
Long-Term Debt due within one year 12,262 11,455
---------- ----------
Total Current Liabilities 379,804 551,018
Deferred Revenue 32,000 40,000
Long-Term Debt, less amounts
due in one year 111,178 120,346
---------- ----------
Total Liabilities 522,982 711,364
---------- ----------
Stockholders' Equity
Common Stock, $.01 Par Value,
6,000,000 shares authorized,
2,583,114 issued and outstanding 25,832 25,832
Additional Paid In Capital 3,485,844 3,485,844
Retained Earnings (Deficit) (598,074) (896,749)
---------- ----------
Total Stockholders' Equity 2,913,602 2,614,927
---------- ----------
Total Liabilities and Stockholders' Equity $3,436,584 $3,326,291
========== ==========
See Accompanying Notes to Consolidated Financial Statements
-4-
<TABLE>
<CAPTION>
TUBBY'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
-------------------------------- -----------------------------
August 31, August 31, August 31, August 31,
1999 1998 1999 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ------------------ ----------- ---------------
<S> <C> <C> <C> <C>
Revenues:
Product Sales $ 1,611,757 $ 1,342,766 $ 4,617,690 $ 2,983,503
Franchise Fees:
Monthly 263,404 279,382 729,643 671,057
Initial 24,500 36,500 111,500 111,001
Food Sales 337,514 262,787 731,485 655,218
Advertising Fees 193,760 160,715 589,958 496,009
Equipment and Restaurant Sales 36,239 75,530 127,850 361,679
Commissions & Other Fees 37,349 30,586 123,718 101,467
----------- ----------- ----------- -----------
Total Revenues 2,504,523 2,188,266 7,031,844 5,379,934
----------- ----------- ----------- -----------
Costs & Expenses:
Cost of Product Sales 1,185,960 1,032,572 3,453,436 2,314,319
Operating Expenses 831,733 1,037,137 2,533,558 2,489,585
Cost of Food Sales 209,835 188,644 462,199 443,873
Cost of Equipment & Restaurant Sales 30,349 65,152 108,168 294,053
----------- ----------- ----------- -----------
Total Costs & Expenses 2,257,877 2,323,505 6,557,361 5,541,830
----------- ----------- ----------- -----------
Operating Income (Loss) 246,646 (135,239) 474,483 (161,896)
Other Income (Expense):
Interest Expense (2,961) (5,817) (9,015) (10,648)
Loss on disposal of assets (43,586) 0 (43,586) 0
Interest Income 14,731 24,383 44,968 55,543
----------- ----------- ----------- -----------
Total Other Income (Expense) (31,816) 18,566 (7,633) 44,895
----------- ----------- ----------- -----------
Income (Loss) Before Taxes on Income 214,830 (116,673) 466,850 (117,001)
Taxes on Income 82,488 0 168,175 0
----------- ----------- ----------- -----------
Net Income (Loss) $ 132,342 $ (116,673) $ 298,675 $ (117,001)
=========== =========== =========== ===========
Earnings (Loss) Per Share
Basic & Diluted $ 0.05 $ (0.05) $ 0.12 $ (0.05)
=========== =========== =========== ===========
Weighted Average Common Shares Outstanding 2,583,114 2,583,114 2,583,114 2,583,114
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-5-
TUBBY'S INCORPORATED & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
------------------------
August 31, August 31,
1999 1998
---------- -----------
Cash Flows From Operating Activities:
Net Income (Loss) $ 298,675 $(117,001)
Adjustments To Reconcile Net Income(Loss)
To Net Cash Used and Provided By
Operating Activities:
Depreciation & Amortization 95,389 125,846
Taxes on Income 158,729 0
(Gain) Loss on disposal of assets 43,586 (1,287)
Increase (Decrease) In Cash Due To
Changes In:
Accounts Receivable (85,599) (228,059)
Inventories (65,929) (223,859)
Prepaid Expenses & Other 11,980 (57,878)
Accounts Payable (114,215) 293,803
Accrued Liabilities 21,148 41,696
Deferred Revenues (86,954) (21,863)
--------- ---------
Net Cash (Used In) Provided By
Operating Activities 276,810 (188,602)
Cash Flows From Investing Activities
Sale of Certificate of Deposits 0 (16)
Acquisition of McTub 49% interest 0 (65,000)
Purchase of Property & Equipment (109,462) (19,616)
Goodwill & Covenant not to
Compete (120,000) 0
Payments On Notes Receivable 42,624 129,425
Proceeds on sale of Property 14,098 147,138
--------- ---------
Net Cash (Used In) Provided by Investing Activities (172,740) 191,931
Cash Flows From Financing Activities:
Payments On Long-Term Debt (8,361) (219,036)
--------- ---------
Net Cash (Used In) Financing Activities (8,361) (219,036)
--------- ---------
Net (Decrease) Increase In Cash 95,709 (215,707)
Cash and Equivalents, at beginning of period 692,196 864,229
--------- ---------
Cash and Equivalents, at end of period $ 787,905 $ 648,522
========= =========
See Accompanying Notes to Consolidated Financial Statements
-6-
TUBBY'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS
The accompanying financial statements do not include all of the information
and footnotes necessary for the annual presentation of financial position,
results of operation and cash flows in conformance with generally accepted
accounting principles. In the opinion of the company, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and changes in cash flow at August
31, 1999 and August 31, 1998 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the financial statements and
notes thereto as of November 30, 1998 and the Form 10-KSB as of November 30,
1998.
2. ACCOUNTING FOR INCOME TAXES
The Company has acquired net operating loss carry forwards relating to the
SYF merger of approximately $670,000 which are available to offset future
taxable income. However, to the extent such loss carry forwards are utilized
to reduce future operating income, the related tax benefit will first be
credited to goodwill until fully eliminated and then to income. In the nine
months ending August 31, 1999, the Company had taxable income of
approximately $466,800 that resulted in a reduction of goodwill of
approximately $168,175. Utilization of these losses is limited based on the
taxable income generated by the activity that generated these losses and
expire beginning in 1999.
The Company also has net operating loss carry forwards for tax purposes of
approximately $640,000 relating to losses incurred subsequent to the SYF
acquisition which expire beginning in 2006.
As a result of the proposed merger discussed in Note 4, the availability of
the net operating loss carry forwards may be limited.
3. LITIGATION
During 1998, the Company exercised its option to purchase the building that
houses its corporate headquarters for a total cost of $425,000. However, the
seller claimed that the Company failed to strictly comply with the written
option to purchase. As a result, the Company commenced a civil action against
the seller to enforce the seller's obligation to sell the building to the
Company and is awaiting a trial date. If the Company prevails in its
litigation, it expects to finance the cost of the building.
-7-
4. PROPOSED MERGER
On May 5, 1999, the Company announced that the proposed merger between the
Company and Interfoods of America, Inc., a Miami based Popeye's Chicken
franchisee, which was previously announced by both Companies on December 16,
1998, had been canceled. At the same time, the company announced a new
proposed merger between it and a private Michigan corporation, R Corp, whose
shareholders include certain members of Tubby's current management. Pursuant
to this proposed merger, all of the shareholders of Tubby's, other than
shareholders that are shareholders of R Corp, would receive cash in exchange
for their shares. The Company announced that, although the price per share
had not been definitively set, the shares would be valued at somewhere
between eighty cents and a dollar ($.80 -- $1.00) and that, ultimately, the
proposed merger would be subject to a vote of the Company's shareholders. On
July 16, 1999, the Company definitively established the merger price at $1.10
per share. The Company has received a fairness opinion from an independent
valuation firm and a written commitment from a lender for adequate financing
to complete the proposed merger. The Company has filed a preliminary proxy
statement and a form Schedule 13-E with the Securities and Exchange
Commission ("SEC"). Once the preliminary proxy statement is approved for
distribution, the Company will set a date for its annual meeting at which it
will present the proposed merger for a vote of the Company's Shareholders.
-8-
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
The following discussion should be read in conjunction with the attached
condensed consolidated financial statements and notes thereto and with the
Company's Form 10-KSB and audited financial statements and notes thereto for
the fiscal year-ended November 30, 1998.
FINANCIAL CONDITION
Cash and Equivalents, Certificates of Deposit, and Investments increased by
$95,709 for the nine months ended August 31,1999, compared with a decrease of
$215,707 for the nine months ended August 31, 1998. The current period
increase in the Company's cash position resulted primarily from net income of
$298,675, non-cash expenses of depreciation and amortization of $95,389 and
federal tax expense of $158,729, net of a decrease in accounts payable of
$114,215 and the purchase of assets, including goodwill, of $229,462.
Consolidated Revenues increased by $1,651,910 primarily as a result of an
increase in SDS Product Sales of $1,634,187. Consolidated Expenses increased
by $1,015,531 primarily due to an increase in Cost of Product Sales of
$1,139,117. Other fluctuations of lesser significance are explained below.
The Company opened fourteen new franchised stores during the first nine
months of 1999 compared to thirteen stores in the first nine months of 1998
and has signed franchise agreements for an additional five with projected
opening dates during the fourth quarter 1999. Nine franchised stores were
closed during the first nine months of 1999 compared to six in 1998 and one
previously closed store was re-opened.
At August 31, 1999, the Company operated four restaurants and franchised
eighty-nine restaurants. Franchised restaurants are located in Michigan,
Missouri, Nebraska, Iowa, Florida, Arizona, New Jersey and the Canadian
province of Ontario.
Results of operations for the three months ended August 31, 1999 as compared
with the three months ended August 31, 1998.
The current three-month period shows a Net Income of $132,342 as compared to
a Net Loss of $116,673 in the same three months of the prior year.
Revenues for the three months ended August 31, 1999 increased by $316,257 or
14.5% to $2,504,523. The increase in Revenues was attributable to:
o An increase in SDS Product Sales for the quarter of $268,991 or 20% due
to additional products stocked by SDS in third quarter 1999 compared to
third quarter 1998.
o Food Sales increased by $74,727 of 28.4%. This is primarily due to the
acquisition of a new Company-owned store.
-9-
o Advertising fees were $193,760, up 20.6% from the same period last
year. This increase reflects the income derived from the increased
franchisee food sales resulting from the advertising efforts of the
Company and the additional monthly fees derived from its new
franchisees. In addition, there was approximately $24,000 of deferred
advertising revenue in the three months ended August 31, 1998 whereas
there was $0 deferred revenue at the end of the current three-month
period.
o Equipment and Restaurant Sales decreased $39,291 or 52% for the three
months ended August 31, 1999 as compared to the three months ended
August 31, 1998 despite the increase in the number of stores opened
(five in third quarter 1999 compared to two in second quarter 1998).
The decrease is a result of the continuing trend toward building the
lower cost, non-traditional Tubby's Sub Shops rather than the
traditional type. In addition, all of the stores opened in the third
quarter 1999 elected to handle store construction/renovations and some
of the equipment purchases internally rather than through The Subline
Company.
Total Costs & Expenses for the three months ended August 31, 1999 decreased
by $65,628 or 2.8% compared to the three months ended August 31, 1998. The
increase in Total Costs was attributable to:
o Cost of Product Sales was $1,185,960 or 73.6% of Product Sales for the
three months ended August 31, 1999 compared to $1,032,572 or 76.9% for
the three months ended August 31, 1998. The increase of $153,388
represents increased sales, primarily through sales of additional stock
items, during third quarter 1999 compared to third quarter 1998. The
decrease in cost of product sold as a percentage of sales represents
the continued efforts to provide quality products at a lower cost.
o Operating expenses decreased by $205,404 or 19.8% reflecting primarily
a decrease of approximately $181,000 in outbound freight costs due to a
change of distributors.
o The Cost of Restaurant Food Sales increased in third quarter 1999,
compared to 1998, by $21,191 or 11.2%. This is primarily because the
company acquired an additional company-owned store, as June 30, 1999.
o Cost of Equipment Sales decreased as a percentage of Equipment &
Restaurant Sales from 86% in 1998 to 84% in 1999 reflecting increased
gross profit margins.
The loss on disposal of assets of $43,586 represents leasehold improvements
that were abandoned when the Company closed a store. The store had been under
an agreement whereby a manager would operate the store with the option to
purchase. When the manager opted not to purchase, the Company decided to
close the location rather than to sell it.
-10-
Results of Operations for the nine months ended August 31, 1999 as compared
to the nine months ended August 31, 1998.
The company realized Net Income of $298,675 for the nine months ending August
31, 1999 as compared to a Net Loss of $(117,001) for the nine months ending
August 31, 1998.
Total Revenues for the nine months ending August 31, 1999 increased by
$1,651,910 or 30.7% to $7,031,844. The increase in Total Revenues was
attributable to:
o An increase in Product Sales of $1,634,187 or 54.8%. The SDS inception
date was February 1998; therefore, there were only seven months of SDS
operation in the financial results for the nine months ending August
31, 1998 whereas there are nine months of operations in the same period
ended August 31, 1999. This represents approximately $820,000 of the
increase. The balance of the increase is due to sales to new stores and
sales of additional products stocked by SDS in 1999 compared to 1998.
o Monthly Franchise fees for the nine months ended August 31, 1999 were
$729,643, up 8.7%. The increase reflects the income derived from the
increased franchisee food sales resulting from the advertising efforts
of the Company and the additional monthly fees derived from its new
franchisees.
o Restaurant Food Sales increased by $76,267, or 11.6% in the nine-month
period ended August 31, 1999 as compared to the nine-month period ended
August 31, 1998. This increase is the net effect of closing one company
store in 1998 and opening another company store in 1999.
o Increase of $93,949 or 18.9% in Advertising Fees. The increase reflects
the income derived from the increased franchisee food sales and the
advertising efforts of the Company. In addition, the nine-month period
ended August 31, 1999 reflects approximately $32,000 of revenue that
was deferred from November 30, 1998.
o Equipment and Restaurant Sales decreased $233,829 or 64.7% for the nine
months ended August 31, 1999 as compared to the nine months ended
August 31, 1998 despite the increase in the number of stores opened
(fourteen in 1999 compared to thirteen in 1998). The decrease is a
result of the continuing trend toward building the lower cost,
non-traditional Tubby's Sub Shops rather than the traditional type. In
addition, many of the stores opened in 1999 elected to handle store
construction/renovations and some of the equipment purchases internally
rather than through The Subline Company.
Total Costs & Expenses for the nine months ended August 31, 1999 increased by
$1,015,531 or 18.3% as compared to the nine months ended August 31, 1998.
o Cost of Product Sales was $3,453,436 or 74.8% of Product Sales for the
nine months ended August 31, 1999 compared to $2,314,319 or 77.6% for
the nine months ended August 31, 1998. The SDS inception date was
February 1998; therefore, there were only seven months of SDS operation
in the financial results for the nine months ending August 31, 1998,
whereas there are nine months of operations in the same period ended
August 31, 1999.
-11-
This represents approximately $641,000 of the increase. The balance of
the increase is due to cost of additional products stocked by SDS in
1999 compared to 1998.
o Operating Expenses increased by $43,973 or 1.8% in the nine months
ended August 31, 1999. The increase is comprised of increases in
Advertising of $94,279, and Professional Services of $45,530, as well
as a decrease in Shareholder Compliance Costs of $39,362 and many small
decreases reflective of management's ongoing cost control measures.
o Cost of Equipment Sales increased as a percentage of Equipment &
Restaurant Sales from 81% for the nine month period ended August 31,
1998 to 85% in 1999 reflecting decreasing gross profit margins.
The loss on disposal of assets of $43,586 represents leasehold improvements
that were abandoned when the Company closed a store. The store had been under
an agreement whereby a manager would operate the store with the option to
purchase. When the manager opted not to purchase, the Company decided to
close the location rather than to sell it.
LIQUIDITY AND CAPITAL RESOURCES
Cash and Equivalents, Certificates of Deposit, and Investments increased by
$95,709 for the nine months ended August 31,1999, compared with a decrease of
$215,707 for the nine months ended August 31, 1998. The current period
increase in the Company's cash position resulted primarily from net income of
$298,675, non-cash expenses of depreciation and amortization of $95,389 and
federal tax expense of $158,729, net of a decrease in accounts payable of
$114,215 and the purchase of assets, including goodwill, of $229,462.
In addition to the fourteen new restaurants that opened in the first nine
months of 1999, five new Tubby's Sub Shops are expected to open by the end of
the fourth quarter. All five of these restaurants will be owned and operated
by franchisees. These stores have elected to contract
construction/renovations themselves rather than using The Subline Company.
The Company maintains a $250,000 revolving line of credit with a local
financial institution. The line of credit can be drawn upon as needed to meet
future cash requirements. As of October 15, 1999, the entire line of credit
was available to the Company.
On June 30, 1999, the Company purchased one of its high volume stores from a
franchisee for a total purchase price of $220,000 cash. This store will be
used as the Company's primary training facility. The acquisition resulted in
$120,000 of Goodwill.
Year 2000
The Company, like most owners of computer hardware and software, will be
required to modify certain portions of its hardware and software so that it
will function properly in the year 2000. The Company is evaluating its system
as to year 2000 compliance. Most of the Company's hardware is year 2000
compliant. The company has no custom-programmed software. Certain purchased
software packages will need to be upgraded to the year 2000
-12-
compliant versions. The Company has received a letter of assurance from the
unrelated company that handles SDS warehousing and distribution that their
system is year 2000 compliant. The Company is in the process of contacting
other third party vendors to evaluate their year 2000 compliance status.
Management believes that year 2000 costs will be immaterial; however, due to
the complexities involved, management cannot provide assurances that the year
2000 issue will not have an impact on the Company's operation.
-13-
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) There are no exhibits submitted with this report.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed
by the Registrant during the three months ended August 31,
1999.
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SIGNATURES.
TUBBY'S, INC.
/s/ Robert M. Paganes
--------------------------------------
By: Robert M. Paganes
President/Chief Executive Officer
Dated: October 15, 1999
/s/ Peter T. Paganes
--------------------------------------
By: Peter T. Paganes
Vice President
Dated: October 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> AUG-31-1999
<CASH> $ 899,104
<SECURITIES> 0
<RECEIVABLES> 1,299,615
<ALLOWANCES> 85,196
<INVENTORY> 394,209
<CURRENT-ASSETS> 2,215,139
<PP&E> 1,535,668
<DEPRECIATION> 886,935
<TOTAL-ASSETS> 3,436,584
<CURRENT-LIABILITIES> 379,804
<BONDS> 0
<COMMON> 25,832
0
0
<OTHER-SE> 2,887,770
<TOTAL-LIABILITY-AND-EQUITY> 3,436,584
<SALES> 5,477,025
<TOTAL-REVENUES> 7,076,812
<CGS> 4,023,803
<TOTAL-COSTS> 6,609,962
<OTHER-EXPENSES> 2,586,159
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,015
<INCOME-PRETAX> 466,850
<INCOME-TAX> 168,175
<INCOME-CONTINUING> 298,675
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 298,675
<EPS-BASIC> .12
<EPS-DILUTED> .12
</TABLE>
