SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended November 30, 1999
Commission File Number 0-12706
TUBBY'S, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2166602
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6029 East Fourteen Mile Road, Sterling Heights, Michigan 48312-5801
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Registrant's telephone number, including area code 810/978-8829
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.01 Par Value
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(Title of Class)
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 file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant based upon the closing sale price of the common stock on February
18, 2000, as reported on the Over the Counter Bulletin Board was
approximately $1,539,038. Shares of common stock held by each officer and by
each person who owns 5% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes.
Issuer's revenues for its most recent fiscal year: $9,606,647
As of February 18, 2000, there were 2,583,114 shares of the registrant's
common stock outstanding.
1
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Introduction
Tubby's, Inc., the Registrant, and its subsidiaries, are referred to herein
as the "Company" or "Tubby's."
Business Development
Tubby's was founded in 1968 in Metropolitan Detroit, Michigan. The Company
began by selling submarine sandwiches from a small store. The Company enjoyed
success and growth and in 1977 began the sale of franchises of its submarine
sandwich concept. In 1990, the Company, through a reverse merger, acquired
the rights to the Stuff-Yer-Face Restaurants which operated primarily in New
Jersey.
The Company develops, operates, franchises and services a system of
restaurants, which prepare and serve a comprehensive menu of submarine
sandwiches and related items. Tubby's submarine sandwiches are all prepared
to order and many of its sandwiches are cooked on a grill. These restaurants
are franchised or owned and operated as company stores. The Submarine
sandwich shops are located in Michigan, Arizona, Nebraska, Missouri, Iowa,
and Florida.
The Company also franchises and services a line of restaurants known as
Stuff-Yer-Face. These restaurants are casual, sit-down, full service
restaurants offering a line of "stuffed pizza" products known as "Stromboli".
These restaurants create a casual and distinctive atmosphere by emphasizing
the humorous "Stuff-Yer-Face" name and service by friendly waiters and
waitresses. Consistent with the Stuff-Yer-Face name, portions are large.
With an eye to the future, the Company sold its first Development Agent
Agreement ("DA Agreement") in April of 1996. A DA Agreement confers the right
to qualified persons to operate as an independent agent, on a non-exclusive
basis, to develop and service the Company's franchised stores in a specific
geographical area. The DA agrees that during the term of the agreement he
will diligently perform his obligations on behalf of the Company to identify
and assist prospective franchisees and to perform site acquisition services
and supervision of franchisees operating Tubby's Sub Shop restaurants located
in the territory. At November 30, 1999, the Company had four active DA
Agreements representing a potential of an additional 203 Tubby's Sub Shops
over the next twenty years. Stores that are expected to result from the
implementation of DA Agreements are the contractual responsibility of the
Development Agents ("DAs"). Tubby's anticipates that these agreements will be
fulfilled on a timely basis as stipulated in their respective contracts.
In February of 1998, the Company launched a new subsidiary named SUBperior
Distribution Systems, Inc. ("SDS"). SDS was formed to become a distributor of
food and restaurant supplies to the franchised and Company-owned Tubby's Sub
Shops. All purchasing and distribution decisions are made by SDS personnel
while the warehousing and actual distribution are handled, under a negotiated
contract, by an unaffiliated company experienced with food/paper product
distribution.
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
Robert M. Paganes, Peter T. Paganes, and Vincent J. Tatone, who are the
shareholders of R Corp, would receive cash in exchange for their shares. 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. In September of 1999, the Company filed a
preliminary proxy
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statement and Schedule 13-E with the Securities and Exchange Commission
("SEC"). In early February 2000, the company filed its definitive proxy
statement and scheduled its annual meeting for March 22, 2000, at which the
shareholders will consider and vote on the proposed merger.
The continuing strategy to sell DA Agreements, in addition to single store
Tubby's Sub Shop franchises, has resulted in the following achievements in
1999 and expected store openings:
Store Openings in 1999:
o Two new single franchised stores opened in 1999.
o Fifteen stores opened pursuant to DA Agreements in 1999.
First and Second Quarters of 2000:
o Nine new franchised stores are expected to be opened in the first and
second quarters of 2000. None of these stores are pursuant to DA
Agreements.
Closed and Reacquired Stores:
o Thirteen franchisee owned Tubby's Sub Shops were closed in 1999.
o One franchisee-owned Tubby's Sub Shop was reacquired as a Company-owned
store in 1999.
As of November 30, 1999, a total of ninety-three restaurants were in
operation consisting of two Stuff-Yer-Face restaurants, three Tubby's Express
restaurants, (of which one was owned by the Company), and eighty-eight
Tubby's Sub Shop restaurants, (of which three were owned by the Company). In
the first and second quarters of 2000, nine new franchisee-owned Tubby's Sub
Shop restaurants are expected to open.
Expansion is an important part of Tubby's growth plans. The Company carefully
studies possible locations and evaluates those potential sites based on a
variety of criteria including traffic patterns, population, availability of
drive-thru permits and other relevant criteria. The following table shows a
summary of the Company's franchise activity and Company store activity over
the last five years:
<TABLE>
<CAPTION>
Fiscal Year Ended November 30,
---------------------------------------
Tubby's/Tubby's Express/SYF Restaurants 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Opened 17 10 16 7 10
Closed 12 10 2 2 3
Ending Number 93 88 88 74 69
Company-owned 4 3 4 5 2
</TABLE>
This Business Development section contains forward-looking statements that
involve uncertainties. Actual results could differ materially from those in
the forward-looking statements, due to a number of uncertainties, including
but not limited to, those discussed below and in "Management's Discussion &
Analysis of Financial Condition & Results of Operation."
Products
Tubby's restaurants offer a uniform menu, which includes over twenty
different submarine and pita sandwiches cooked to order, along with french
fries, onion chips and breaded mushrooms, potato chips, soup, and a full line
of Pepsi-Cola soft drinks. Some restaurants also offer a line of premium ice
cream that is sold in cones, desserts and take home packaging.
The Company's submarine sandwiches are all prepared to order and many of the
products, including its line of steak sandwiches, chicken sandwiches etc.,
are cooked when ordered. The Company's sandwiches are offered in different
sizes from a length of six inches to a length in excess of five feet.
Sandwiches in excess of twelve inches are generally ordered for parties,
picnics and social events. The "party sub" is offered at all stores on an
advance order basis, only. In 1998 the Company introduced a new catering menu
which includes a variety of sandwich platters, party salads, and fresh-baked
cookie platters. Tubby's menu is offered for carry out, on-site consumption
and, where available, delivery.
3
The Stuff-Yer-Face ("SYF") restaurants offer a menu featuring a specialty
sandwich called a "Stromboli." A Stromboli is a closed sandwich with the
bread freshly baked around a favorite filling selected by the customer
together with cheeses, tomato sauce, onions and peppers. The Stromboli
fillings, which customers may select in any combination, include meatballs,
sausage, pepperoni, veal, steak, chicken and shrimp. The "Vegetaboli (R)" is
a meatless "Boli" with fillings selected by the customer including eggplant,
mushroom, broccoli and spinach. The sandwiches may be prepared in any
combination of meat and vegetables. Management is of the opinion that
wrapping the dough around the fillings improves the taste of the Stromboli
over pizza through a steaming process which occurs inside the Stromboli. The
steaming process permits the vegetables to retain flavor and crispness, meats
to remain tender and juicy, and cheeses and sauce to blend together to create
a fine flavor while also permitting the dough to crisp and brown. "Boli"
sandwiches are served in two sizes: "Large", and a smaller size Boli, the
"Baby Boli (R)."
The Stuff-Yer-Face restaurants also serve hamburgers, steak sandwiches, and
pizzas together with side orders which include, among other things, French
fries, onion rings, and fried mozzarella sticks. The restaurants also serve
"Lite-Stuff"(R), consisting of a variety of fresh salads and club sandwiches.
One location serves alcoholic beverages. Each of the present Stuff-Yer-Face
restaurants are sit-down, full service restaurants utilizing waitress and
waiter service. Beverages and side orders are served while the customer's
order is being prepared. When the order is ready, each customer is served at
his table by the waiter or waitress. Each restaurant also accommodates phone
orders for take out sales.
Franchising
The Company franchises all of its restaurant concepts, including the Tubby's
Sub Shop and Stuff-Yer-Face concepts.
The Company believes that customer satisfaction is critical to the long-term
success of the Company and emphasizes quality, proven, well trained
entrepreneurs in its Franchisee selection process. All potential Franchisees
are carefully screened by top members of the Management team who all
participate in the Franchisee approval process.
Franchises for Tubby's Sub Shops restaurants have been offered since 1977.
Tubby's management is continuing its efforts to expand Tubby's and
Stuff-Yer-Face restaurants both through selling single unit franchises and
through locating qualified DAs and implementing DA Agreements.
A Tubby's Franchisee is responsible to supply sufficient capital for
construction, remodeling and equipment costs required to bring a location to
the standard specifications of a Tubby's store. SubLine Co. ("SubLine"), a
subsidiary of Tubby's, may, at the option of the Franchisee, construct the
restaurant, provide leasehold improvements and supply the necessary
equipment. Alternately, the Franchisee may purchase the required construction
drawings from the Company and do the work himself. Regardless of how
constructed, all restaurants must meet the Company's specifications before
they are allowed to enter the system.
The License Agreement gives the Franchisee the right to use Tubby's
trademarks, service marks and methods of operation to operate a Tubby's
restaurant at a specific location that is approved by Tubby's. The initial
term of a Tubby's Franchise Agreement is ten (10) years with the Franchisee
generally having the option to renew. The initial license fee, which is
payable upon execution of the Franchise Agreement is $15,000 for a
traditional location. For non-traditional sites, such as convenience store
locations, the Franchise fee is $8,000. Persons who commit to the
construction of more than one franchise could have a reduced up-front
franchise fee. The initial franchise fee compensates Tubby's for various
services provided by Tubby's to Franchisees, such as management and
operations training, review of restaurant site selection, restaurant design
assistance, specifications and equipment lists, assistance in locating
suppliers and operating assistance during the initial opening of a
restaurant. New Tubby's License Agreements require the Franchisee to pay
Tubby's a royalty equal to the greater of $100 per restaurant per week or six
percent (6%) (as of January, 1996) of the Franchisee's adjusted gross weekly
sales. Previously, Tubby's Licensing Agreements required the franchisee to
pay Tubby's a royalty equal to the greater of $100 per restaurant per week or
four percent (4%) of the Franchisee's adjusted gross weekly sales. Royalties
are required to be paid
4
on a monthly basis. Most of the already existing Franchise Agreements require
the Franchisee to pay Tubby's an advertising fee equal to the greater of $50
per restaurant per week or three and one-half percent (3 1/2%) of the
Franchisee's adjusted gross weekly sales. Advertising fees are required to be
paid on a monthly basis. Those advertising fees are used to pay for shared
production and media advertising costs and other promotional costs. The
Franchise Agreement further requires the Franchisee, among other things, to
comply with Tubby's standards and procedures of operation along with menu and
food quality specifications, to purchase supplies from Tubby's approved
sources, and to permit inspections and audits by Tubby's.
DA Agreements require franchisees to pay a licensing fee, similar to those
described above, to the Company. Upon receipt of a licensing fee, however,
the Company is required to pay a commission to the DA of 50% of the amount
collected. Similarly, the receipt of royalty payments by the Company from
stores licensed under a DA Agreement also require that a commission be paid
to the DA of 28% of the royalty fee if collected at a rate under 6% of sales
and 40% of the royalty fee if collected at a rate of 6% or higher of sales.
Franchised restaurants are operated in accordance with uniform standards
required of all Franchisees. These standards include such items as selection,
quality, preparation and approval of menu items, signage, decor, equipment,
uniforms, suppliers, hours of operation, cleanliness, appearance, etc. All
standards are developed by the Company and implemented in conjunction with
its Franchisees.
The Company offers ongoing Franchisee support as well as scheduled and
unscheduled site inspections. All services are designed to ensure customer
satisfaction, efficient franchise operation and compliance with the Company's
standards.
In addition to the above standards, the Company also has financial reporting
requirements. These requirements include weekly/monthly sales reporting and
royalty and advertising payments, monthly financial statement submission and
the maintenance of books and records that will allow the Company to audit
those records if it so desires. The Company has the right to terminate a
Franchise Agreement if the Franchisee fails to meet the requirements imposed
by the above standards.
Training
The Company emphasizes Franchisee training as a means of ensuring the quality
and value of the products delivered to its customers, and the profitability
and long-term sales growth to the Company. Training is an essential part of
the Franchisee experience. In order to enter the Tubby's system, a Franchisee
is required to complete an extensive training program as part of the
orientation process.
Tubby's provides a complete course of instructions relating to the
operations, methods, and other related procedures, with emphasis placed on
the preparation and serving of the specialty food items that are
characteristic of its restaurants. Salaries, expenses of travel, food and
lodging for a Franchisee and his/her representative are at the Franchisee's
own expense. The training program consists of a minimum of 150 hours of
in-store operations, under direct supervision of qualified personnel, in
addition to classroom sessions at Tubby's corporate offices.
After successfully completing the training program, Tubby's provides
assistance to new franchisees by providing a member of Tubby's staff to the
Franchisee's location for at least three days out of the first nine weeks of
operation.
Tubby's may charge a fee for the training described above. However, it is
only obligated to provide such training for a Franchisee's first location.
Additional training is available at a fee, as is assistance at a subsequent
location.
Tubby's commitment to training is not limited to the initial training
provided at the time a Franchisee enters the system. The Company offers
training and education to its Franchisees on an ongoing basis. This training
5
includes restaurant operation, management training, equipment training and
marketing assistance. The Company emphasizes continued training as part of
its Franchisee support program.
Supplies
As of February 2, 1998, the Company initiated operation of its SUBperior
Distribution Systems, Inc. ("SDS") subsidiary that sells food and proprietary
items to its Franchisees. The Company also maintains an approved supplier
list and the Franchisees are able to select the approved supplier of their
choice. The Company believes that its new subsidiary, SDS, provides its
franchised and Company owned Tubby's Sub Shops with uniform and consistently
high quality products at equivalent or lower prices than previously charged.
The Franchisees are also required to purchase fixtures and equipment meeting
Tubby's specifications from suppliers that are approved by Tubby's. The
approval of suppliers is based upon the quality of the items they supply and
their conformity with specifications established by Tubby's.
SubLine is an approved supplier of certain equipment that has been specially
manufactured for use in Tubby's restaurants. SubLine also acts as a broker
for several approved suppliers of machinery, equipment and food products that
are sold to Tubby's Franchisees and others. Although Tubby's Franchisees are
not required to purchase any equipment from SubLine or utilize SubLine's
brokerage services, Tubby's believes that many of them do so because the
costs of utilizing SubLine's services are often less than the prices charged
by other sources. One reason why SubLine is able to offer competitive prices
is that, when it acts as a broker, it can often obtain volume discounts for
the items that are sold to Tubby's Franchisees. SubLine will make a profit on
equipment it purchases and resells. It does not make a profit in connection
with the assistance it offers regarding leasehold improvements.
Advertising
Tubby's Franchisees are generally required to pay advertising fees equal to
the greater of $50 per week or 3 1/2% of total adjusted gross sales of that
Franchisee's restaurant, which are paid on a monthly basis. Those funds are
administered by Tubby's Sub Shop Advertising Co., a subsidiary of the
Company, and are used to pay for shared production and media advertising
costs as well as other promotional costs. Marketing and promotion is voted on
by an advertising council. This council is made up of Franchisees and
employees of the Company and works with the Company in setting advertising
programs and the timing of those programs.
The Company has historically emphasized local print media, direct mail,
television and radio as its form of advertising. Such advertising is
generally cost prohibitive for an individual Franchisee, but can be cost
effective when included with other Franchisees. All funds received for
advertising are spent for advertising purposes only, except for a portion
which is retained by the Company to cover administrative costs.
The Company has two full time employees devoted exclusively to the process of
marketing and advertising for its Franchisees on both an individual and on a
system wide basis. As a result of the efforts of these people, and the
efforts of the Advertising Council, the Company has expanded and refined its
marketing efforts and in 2000 will continue its advertising campaign.
Competition
The restaurant business is highly competitive and is often affected by
changes in taste and eating habits of the public, by local and national
economic conditions affecting spending habits and by population and traffic
patterns. Tubby's believes that the quality and price of food products
offered are the principal means of competition in the restaurant industry.
Also of importance are site location, quality and speed of service,
advertising and attractiveness of facilities.
Tubby's competes with restaurant chains and other restaurants serving a
variety of quick service products. Some of Tubby's competitors operate more
restaurants and have greater financial resources, greater name
6
recognition and more experienced operational organizations than Tubby's. In
an effort to obtain greater name recognition in new markets outside of the
metropolitan Detroit area, the Company has participated in numerous national
industry trade shows. Additionally, the Company now places advertisements in
leading industry publications as well as on the Internet. Although Tubby's
believes it can operate favorably, it may be at a competitive disadvantage
with respect to chains with greater name recognition and marketing
capability. Furthermore, competition for management, other key operating
personnel and restaurant sites could increase as Tubby's operations expand
and as the general economy improves.
As a result of the standards Tubby's has set for its franchisees, it competes
with other franchisors for high quality, well capitalized franchisees.
Tubby's management considers the amount of the initial investment required of
the franchisee, the perceived potential for business success, return on
investment, assistance provided by the franchisor and the franchisor's name
recognition and reputation to be the most significant competitive factors in
franchising. The Company believes that the present economy will intensify
this competition.
Trademarks and Service Marks
The Company has registered trademark and service marks including "Tubby's",
"Boli's" and the "Stuff-Yer-Face" names and logos. These trademarks and
service marks, as well as others, are registered with the United States
Patent and Trademark Office and are of material importance to the Company.
Seasonal Operation
Although weather can be a factor in the sales of the Company's products, the
Company does not consider this business to be seasonal.
Regulation
The Company is subject to Federal Trade Commission regulations and several
state laws which regulate the offer, sale and licensing process of
Franchisors. In addition to the FTC, most states have laws which regulate and
control the Franchisor/Franchisee relationships.
Many states also have laws regulating franchise operations, including
registration and disclosure requirements in the offer and sale of franchises
and the application of statutory standards regulating franchise
relationships. Tubby's believes it is operating in substantial compliance
with applicable laws and regulations governing its operations.
Each of the restaurants operated by Tubby's Franchisees is subject to
licensing and regulation by the health, sanitation, safety, fire department
and in the case of Stuff-Yer-Face Franchisees serving alcoholic beverages,
the alcoholic beverage control agencies in the state or municipality where
located. Difficulties or failures in obtaining the required licensing or
approval could result in delays or cancellations in the opening of new
restaurants.
Federal and state environmental regulations have not had a material effect on
the operations of Tubby's or its Franchisees, but more stringent and varied
requirements of local governmental bodies with respect to zoning, land use
and environmental factors could delay construction of new restaurants.
Tubby's and its Franchisees are also subject to the Fair Labor Standards Act,
which governs such matters as minimum wage, overtime and other working
conditions. A significant portion of the food service personnel employed by
Tubby's Franchisees are paid at rates related to the federal minimum wage,
and accordingly, increases in the minimum wage increase the labor cost
incurred by Tubby's Franchisees.
In addition to the above rules and regulations, Tubby's Company stores are
subject to state and local laws governing such items as health, sanitation,
licensing, etc. All stores are subject to local inspection and ongoing permit
approval. Local inspections govern items that Tubby's believes are essential
to providing a
7
quality customer experience and bringing customers back after their initial
visit. Tubby's works hard to comply with these laws and regulations.
Customers
The Company is not dependent on a single customer.
Backlog
Company-owned restaurants have no backlog orders.
Research and Development
The Company works hard to ensure that the menu meets the needs of its
customers. Research and development efforts are done in conjunction with
suppliers, franchisees and the general public. New products, if approved, are
introduced via a variety of marketing programs. While the Company considers
research and development to be essential to the successful long-term
operation of the Company, its expenditures in this area at this time are not
material.
Employees
As of November 30, 1999, the Company employed sixteen people in the
management and administration of the corporation. In addition, the Company
owned three Tubby's Sub Shop restaurants, and one Tubby's Express store.
These stores employ fifty-two people, including related store managers. None
of Tubby's employees are covered by collective bargaining agreements. The
Company considers its employee relations to be good.
ITEM 2. PROPERTIES
The Company leases approximately 9,000 square feet in an office building
which it uses as its headquarters and warehouse pursuant to a lease and
option to purchase. Tubby's believes that these facilities offer sufficient
space to allow it to conduct its business affairs. In December of 1997, the
Company notified the lessor of its corporate headquarters building that it
intended to exercise its option to purchase the building at a contract price
of $425,000. The landlord refused to sell the building and the Company filed
a legal action to compel the sale. See Item 3 Legal Proceedings for a
discussion of the status of that litigation.
The Company owns one parcel of real estate. That parcel is leased to a
Franchisee. All of the Company's real estate has been pledged as collateral
on outstanding mortgage loans.
The Company leases all the Company stores including its Tubby's Express
locations. These leases are for various terms and various expiration dates.
ITEM 3. LEGAL PROCEEDINGS
On August 14, 1998, the Company commenced a civil action against Walter Lasko
in the circuit court for the county of Macomb. The Complaint asserts claims
for specific performance, equitable estoppel and unjust enrichment in
connection with Mr. Lasko's refusal to honor the option to purchase the
office building where its headquarters are located. The Company originally
entered into a five year lease with an option to purchase the office building
prior to the expiration of the lease. The Defendant claims that the Company
failed to strictly comply with the written option to purchase by failing to
provide a timely written notice that it was exercising the option. On January
27, 2000, the parties conducted a bench trial and are now awaiting a decision
by the court.
On September 18, 1998, the Company commenced a civil action against Sun
Valley Foods Company and Greg Tartarian, its President, individually in the
circuit court for the Count of Macomb. The Complaint
8
asserts claims for breach of contract, reimbursement for overpayments,
fraudulent misrepresentation, and reimbursement for damaged and/or missing
inventory. In the fall of 1997, the Company entered into a warehousing and
distribution contract with Sun Valley and these claims arose out of Sun
Valley's failure to perform pursuant to that contract. At present, the
parties are completing discovery. The Company intends to pursue settlement
negotiations and, if not successful, to vigorously pursue these claims
through trial or arbitration.
The Company is not a party in any other litigation, other than routine
litigation that is incidental to the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On or about February 18, 2000, the Company filed its definitive proxy
statement, notice of annual meeting and related documents. The meeting has
been scheduled for March 22, 2000. At the meeting, the shareholders will
consider and vote upon the approval of the proposed agreement and Plan of
Merger. See Item 1.
Part II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS
The following table sets forth the high and low stock prices for the
Company's $.01 par value common stock as reported by NASDAQ and the Over the
Counter Bulletin Board for the fiscal years indicated.
The following quotations do not include retail mark-ups, markdowns or
commissions and represent prices between dealers and not necessarily actual
transactions. The past performance of the Tubby's, $.01 par value common
stock is not necessarily indicative of future performance.
1999 1998
---- ----
High Low High Low
---- --- ---- ---
Quarter 1 $1 $7/16 Quarter 1 $3-1/8 $1 7/8
Quarter 2 3/4 7/16 Quarter 2 2-3/8 1 5/8
Quarter 3 13/16 1/2 Quarter 3 2 11/16
Quarter 4 1-1/32 5/8 Quarter 4 1-1/4 10/16
As of February 18, 2000, the approximate number of shareholders of record of
the Company was 7,000. The Company has never paid cash dividends on its
common stock. Payment of dividends is within the discretion of the Company's
Board of Directors and depends, among other factors, on earnings, capital
requirements and the operating and financial condition. At the present time,
the Company's anticipated financial capital requirements would be such that
it intends to follow a policy of retaining earnings in order to finance the
development of its business.
ITEM 6. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto (see Item 7). This
section contains forward-looking statements that involve uncertainties.
Actual results could differ materially from those in the forward-looking
statements, due to a number of uncertainties, including but not limited to,
those discussed below and in the "Business" section.
9
Financial Overview
Tubby's and its consolidated subsidiaries experienced an increase in 1999
Total Revenues of $2,240,664 or 30.4%. The increase in revenues is primarily
attributable to revenues generated by the distribution subsidiary, SUBperior
Distribution Systems, Inc.(SDS). Other significant changes in revenues
include a 41.7% increase in Food sales, an 11.8% increase in Monthly
Franchise fees,a 19.8% increase in Advertising fees, a 35.6% decrease in
equipment sales, and a 26.5% decrease in Commissions and other fees.
Total Costs and Expenses increased by $1,578,548, or 21%, primarily due to
the costs of products sold by the distribution subsidiary. Other significant
changes in Costs and Expenses include a 8.5% increase in operating expenses,
a 38.4% increase in cost of food sales and a 39.5% decrease in cost of
equipment sales.
Other income decreased by 57% primarily due to an increase in the Loss on the
sale of fixed assets.
The Company had a net income before taxes of $574,207, in 1999 versus net
loss before taxes of $31,207 in 1998.
Results of Operations - Comparison of the years ended November 30, 1999
and 1998
Tubby's and its consolidated subsidiaries experienced an increase in 1999
Total Revenues of $2,240,664 or 30.4%. The Company had income before taxes of
$574,207 in 1999 versus a loss before taxes of $31,207 in 1998. Net income
after taxes was $375,237 in 1999 versus net loss after taxes of $31,207 in
1998.
The increase in revenues is attributable to revenues generated by the
distribution subsidiary, SDS, of $1,857,693, or 42.2%, an increase in Food
sales of $325,530, or 41.7%, an increase in Monthly Franchise fees of
$106,189, or 11.8%, an increase in Advertising fees of $128,405, 19.8%, a
decrease in Equipment and restaurant sales of $139,409, or 35.6% and a
decrease in Commissions and other fees of $29,743, or 26.5%.
The SDS inception date was February 1998; therefore, there were only ten
months of SDS operation in the financial results for the twelve months ending
November 30, 1998 whereas there are twelve months of operations in the same
period ended November 30, 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.
The increase in Food sales revenues is primarily attributable to a
franchisee-owned restaurant that was acquired by the Company on June 30,
1999. The Food sales attributable to this restaurant totaled $325,186 in the
five months it was operated as a Company-owned store.
The increase in Monthly Franchise and Advertising fees is a result of
improved Food sales system-wide. The Company believes that this overall
increase in food sales is the result of the strong Detroit area economy as
well as the increased efforts of the Marketing Director in advertising and
marketing Tubby's Submarine Shops and their products. The increase is also a
result of opening seventeen stores in 1999 as compared to ten stores in 1998.
In addition, the increase in Advertising fees reflects approximately $47,000
of revenue that was deferred from November 30, 1998.
The decrease in the Equipment and restaurant sales revenue is a result of the
new franchisees, particularly the growing number of out-of-state stores,
electing to handle store construction/improvements on their own rather than
using the Subline Company, reducing purchases from Subline to equipment only.
Commissions and other fees are comprised of marketing rights, material sales,
and rental income. The decrease of $29,743, or 26.5%, relates primarily to
rental income. A franchisee-owned store that previously paid rent to Tubby's
Inc. was acquired by the Company on June 30, 1999.
The Costs of SDS Product Sales increased $1,239,632 or 36.4% in 1999 with a
gross margin of $1,612,642, or 25.8% as compared to a gross margin of
$994,581, or 22.6% in 1998. The SDS inception date was February
10
1998; therefore, there were only ten months of SDS operation in the financial
results for 1998 whereas there are twelve months of operations for 1999. 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.
Operating expenses increased in 1999 by $276,827 or 8.5%. The largest portion
of the increase is attributable to advertising, promotional, and various
marketing expenses, which increased by $153,515, or 25.6%, in 1999 as the
Company expanded its marketing efforts in regions where Tubby's are located.
Bad debts increased by $40,588 primarily as a result of closing all Canadian
restaurants. Professional services increased by $34,326 due to additional
services provided for the merger transaction (see Financial Statement Notes
Item 13) Special events expense increased by $20,310 due to the first annual
SDS food show held in 1999. Salaries increased by $17,241. The increase in
salaries included additional staffing related to the purchase of an
additional Company-owned restaurant. Expenses related to Franchise
Development decreased by approximately $30,235 primarily due to attendance at
fewer trade shows.
The Cost of Food sales at Company-owned stores increased by $196,753, or
38.4% primarily due to the Company acquiring a previous franchisee-owned
restaurant.
The Costs of Equipment and Restaurant Sales decreased by $134,664, or 39.5%.
The gross margin for 1999 was 18% compared to 12.8% in 1998. The decrease in
these costs is a result of the new franchisees, particularly the growing
number of out-of-state stores, electing to handle store
construction/improvements on their own rather than using the Subline Company,
reducing purchases from Subline to equipment only. The Company has taken
steps to improve financial results in 1999 by increasing the gross margin to
cover the corresponding operating expenses.
Other Income (Expense) decreased by $56,702, or 57% in 1999 as compared to
1998. This decrease was primarily due to the loss on disposal of assets of
$43,586 which represents leasehold improvements that were abandoned when the
Company acquired a store from a franchisee. The store had been under an
agreement whereby a franchisee would operate the store with the option to
purchase. When the franchisee opted not to purchase, the Company decided to
close the location rather than to sell it.
Liquidity and Capital Resources
Working capital was $2,003,281 in 1999 compared to $1,436,657 in 1998.
Cash and Equivalents increased by $303,788 when compared to 1998. This
increase is composed of the following significant cash flows:
Net Cash Flows Provided by Operating Activities was $509,214 in 1999.
Operating Activities Creating Significant Cash Inflows:
o Non-cash adjustments included Depreciation and Amortization for 1999 of
$165,045.
o Provision for doubtful accounts was $92,483.
o Accounts payable increased by $44,542 as a result of additional products
stocked by SDS operations.
o Net income of $375,237
o Taxes on income of $198,970
o Loss on disposal of assets of $43,586
Operating Activities Creating Significant Cash Out Flows:
o Accounts receivable increased by $190,450 as a result of additional
restaurants opened in 1999 and additional sales by SDS operations.
o Inventories increased by $191,133 as a result of additional products
stocked and by SDS operations.
o Deposits of $40,589.
11
Net Cash Flows Used By Investing Activities Was $194,133 in 1999.
Cash Flows From Investing Activities:
o Net Proceeds From Sale Of Property and Equipment of $14,099.
o Net Payments on Notes receivable of $30,787.
Cash Used In Investing Activities:
o Purchases of Property and Equipment of $19,019.
o Acquisition of store of $220,000.
Cash Flows Used in Financing Activities Was $11,293
Cash Used In Financing Activities:
o Payments of Long-Term Debt of $11,293
The Company has identified several items that will impact cash flow and the
liquidity of the Company during 2000. Those items are:
Items Creating Cash Inflows
o The Company anticipates the construction and opening of as many as nine
new restaurants in the first two quarters of 2000. These stores have
elected to purchase their equipment through the Subline Company. If these
restaurants open as planned, the Company may realize operating income
from the sale of equipment of about $11,200 from each store. The Company
will also receive initial licensing fees, and ongoing monthly royalty and
advertising fees.
Items Creating Cash Outflows
o In January, 1998, pursuant to its corporate headquarters lease, the
Company notified its landlord of their intention to purchase the building
at the contract price of $425,000. (See Financial Statement Notes Item 12
for status of purchase.) The Company has a confirmed bank commitment for
funding the entire purchase. The terms of the commitment are 100%
financing at a fixed rate of 8.25% for five years with a fifteen-year
amortization. After five years, a new commitment will be required.
o During 1999, the Company initiated a merger transaction for the purpose
of taking the Company from a public reporting company under the
Securities Exchange Act of 1934 to a closely held private company. The
proposed transaction would merge R-Corp, a corporation owned by members
of the Company's management, into Tubby's. Tubby's would be the surviving
corporation and R-Corp would no longer have any separate existence. All
of the shareholders of Tubby's, other than the members of management,
would receive cash from Tubby's in exchange for their shares. The members
of management would not receive any cash in exchange for their Tubby's
shares and would remain as Tubby's only shareholders. It is anticipated
that Tubby's will finance approximately $1,770,000 and use approximately
$270,000 of its operating assets in connection with the transaction.
As a result of the above sources and uses of cash and the expected continued
cash flows, the Company believes it has sufficient liquidity to meet the
needs of the Company in 2000. The Company maintains a $250,000 line of credit
with a local financial institution to meet short-term financial needs. There
were no borrowings under this agreement at November 30, 1999.
Year 2000 Costs
The Company, like most owners of computer hardware and software, was required
to modify certain portions of its hardware and software so that it will
function properly in the year 2000. The Company has evaluated its system as
to year 2000 compliance. All of the Company's hardware was year 2000
12
compliant. The Company has no custom-programmed software. Certain purchased
software packages have been upgraded to the year 2000 compliant versions. The
work was started on September 20, 1999, and was completed November 13, 1999.
All devices that may be susceptible to Y2K issues have been inventoried. The
entire project took a total of 50.5 hours totaling $5,112.50. The Company had
received a letter of assurance from the unrelated company that handles SDS
warehousing and distribution that their system is year 2000 compliant. The
Company had received responses from other third party vendors confirming that
they are year 2000 compliant. Management believes that year 2000 costs were
immaterial. After conducting various tests, the outside software consultant
assured the Company that no Y2K system defects were anticipated. Worst case
scenario would include an entire system failure. In the case of this event,
the Company was prepared to operate on a manual basis during the interim of
the system adjustment without any great detriment. The Company does a back up
of all network files on a daily basis, which could be used to restore any
lost information. To date, the Company has not experienced any problems
relating to Y2K.
Impact of Inflation
The Company does not believe inflation has had a material impact on earnings
during the past several years. The Company has demonstrated an ability to
manage its assets, adjust retail prices, and use long-term debt for real
estate holdings - made less expensive by inflation - and take such other
steps as necessary to mitigate the effects of inflation.
Recent Accounting Pronouncements
Statement of Position (SOP) 98-5, "Reporting on the Cost of Start-Up
Activities", was issued in April 1998 and SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities", was issued in June 1998. SOP
98-5, effective in fiscal 2000, and SFAS 133, effective in fiscal 2001, are
not expected to have a material impact on the consolidated financial
statements.
13
ITEM 7. FINANCIAL STATEMENTS
TUBBY'S, INCORPORATED & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
November 30,
1999 1998
---- ----
ASSETS
Current Assets
Cash and equivalents $ 995,984 $ 692,196
Certificate of deposit 111,199 111,199
Accounts receivable - trade,
less allowance for doubtful
accounts of $50,070 and $59,580 840,957 702,990
Inventories 519,413 328,280
Prepaid expenses and other 89,295 93,289
Notes receivable 58,611 59,721
---------- ----------
Total Current Assets 2,615,459 1,987,675
---------- ----------
Property and Equipment
Land 187,684 187,684
Building and improvements 632,515 689,514
Equipment 508,105 498,354
Furniture and fixtures 146,692 140,815
Vehicles 11,509 11,509
---------- ----------
1,486,505 1,527,876
Less accumulated depreciation 858,719 861,659
---------- ----------
Net Property and Equipment 627,786 666,217
---------- ----------
Other Assets
Notes receivable, less allowance for doubtful
accounts of $60,000 and $20,000 339,056 408,733
Intangible assets, less accumulated
amortization of $309,378 and $112,370 119,416 263,666
Deposits 40,589 --
---------- ----------
Total Other Assets 499,061 672,399
---------- ----------
Total Assets $3,742,306 $3,326,291
========== ==========
See accompanying summary of accounting policies and
notes to consolidated financial statements.
14
<TABLE>
<CAPTION>
TUBBY'S, INCORPORATED & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
November 30,
1999 1998
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
<S> <C> <C>
Accounts payable $ 423,718 $ 379,176
Accrued liabilities
--Compensation 41,902 20,738
--Other 44,122 24,695
Deferred revenue 89,892 114,954
Long-term debt due in one year 12,544 11,455
----------- -----------
Total Current Liabilities 612,178 551,018
Deferred Revenue 32,000 40,000
Long Term Debt, less amounts due in one year 107,964 120,346
----------- -----------
Total Liabilities 752,142 711,364
----------- -----------
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) (521,512) (896,749)
----------- -----------
Total Stockholders' Equity 2,990,164 2,614,927
----------- -----------
Total Liabilities and Stockholders' Equity $ 3,742,306 $ 3,326,291
=========== ===========
<FN>
See accompanying summary of accounting policies and
notes to consolidated financial statements.
</TABLE>
15
TUBBY'S, INCORPORATED & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended November 30,
1999 1998
---- ----
Revenues
Product sales $ 6,255,271 $ 4,397,578
Franchise fees
--Monthly 1,002,487 896,298
--Initial 131,500 139,501
Food sales 1,105,448 779,918
Advertising fees 777,523 649,118
Equipment and restaurant sales 251,902 391,311
Commissions and other fees 82,516 112,259
----------- -----------
Total Revenues 9,606,647 7,365,983
----------- -----------
Costs of Operations
Cost of product sales 4,642,629 3,402,997
Operating expenses 3,516,582 3,239,755
Cost of food sales 709,589 512,836
Cost of equipment and
restaurant sales 206,533 341,197
----------- -----------
Total Costs and Expenses 9,075,333 7,496,785
----------- -----------
Operating Income (Loss) 531,314 (130,802)
----------- -----------
Other Income (Expense)
Interest income 61,693 69,951
Interest expense (11,876) (13,829)
Loss on disposal of assets (43,586) (5,546)
Miscellaneous 36,662 49,019
----------- -----------
Total Other Income 42,893 99,595
----------- -----------
Income (Loss) Before Taxes on Income 574,207 (31,207)
Taxes on Income 198,970 --
----------- -----------
Net Income (Loss) 375,237 (31,207)
=========== ===========
Basic and Diluted Earnings (Loss) Per Share .15 (.01)
=========== ===========
Weighted Average Common Shares Outstanding 2,583,114 2,583,114
=========== ===========
See accompanying summary of accounting policies and
notes to consolidated financial statements.
16
<TABLE>
<CAPTION>
TUBBY'S, INCORPORATED & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
COMMON ADDITIONAL RETAINED
STOCK PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
------ ------ ---------- --------- -----
<S> <C> <C> <C> <C> <C>
Balance, at December 1, 1997 2,583,114 $ 25,832 $ 3,485,844 $ (865,542) $ 2,646,134
Net loss -- -- -- (31,207) (31,207)
----------- ----------- ----------- ----------- -----------
Balance, at November 30, 1998 2,583,114 25,832 3,485,844 (896,749) 2,614,927
Net income -- -- -- 375,237 375,237
----------- ----------- ----------- ----------- -----------
Balance, at November 30, 1999 2,583,114 $ 25,832 $ 3,485,844 $ (521,512) $ 2,990,164
=========== =========== =========== =========== ===========
<FN>
See accompanying summary of accounting policies and
notes to consolidated financial statements.
</TABLE>
17
<TABLE>
<CAPTION>
TUBBY'S, INCORPORATED & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended November 30,
1999 1998
---- ----
<S> <C> <C>
Cash Flows From Operating Activities
Net income (loss) $ 375,237 $ (31,207)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Depreciation and amortization 165,045 136,704
Provision for doubtful accounts 92,483 71,896
Loss on disposal of assets 43,586 5,546
Taxes on income 198,970 --
Increase (Decrease) In Cash Due to Changes In
Accounts receivable (190,450) (282,479)
Inventories (191,133) (228,861)
Prepaid expenses and other 3,994 (16,457)
Deposits (40,589) --
Accounts payable 44,542 272,769
Accrued liabilities 40,591 9,393
Deferred revenue (33,062) (21,402)
--------- ---------
Net Cash Provided By (Used In) Operating Activities 509,214 (84,098)
--------- ---------
Cash Flows From Investing Activities
Net payments of notes receivable 30,787 92,508
Proceeds from disposal of assets 14,099 156,502
Acquisition of store (220,000) --
Purchase of property and equipment (19,019) (37,525)
Increase in certificate of deposit -- (5,769)
Acquisition of partnership Interest -- (65,000)
--------- ---------
Net Cash (Used In) Provided By Investing Activities (194,133) 140,716
--------- ---------
Cash Flows Used In Financing Activities
Payments on long-term debt (11,293) (228,651)
Net Increase (Decrease) In Cash and Equivalents 303,788 (172,033)
Cash and Equivalents, at beginning of year 692,196 864,229
--------- ---------
Cash and Equivalents, at end of year $ 995,984 $ 692,196
========= =========
<FN>
See accompanying summary of accounting policies and
notes to consolidated financial statements.
</TABLE>
18
TUBBY'S, INCORPORATED & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1999
1. SUMMARY OF ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
Tubby's Inc., and its wholly-owned subsidiaries (the "Company" or "Tubby's").
Intercompany balances and transactions have been eliminated.
Nature of Operations
The Company's revenue is derived primarily from: (1) franchise and
advertising fees for the rights to operate sit down and carry-out restaurants
specializing in submarine sandwiches, hamburgers or steak sandwiches, pizzas
or ice cream; (2) distribution of food and restaurant supplies to
franchisees; and (3) food sales at Company owned stores. The Company and its
franchisees operate restaurants in Michigan, Iowa, New Jersey, Arizona,
Missouri, Florida and Nebraska.
Number of Restaurants in Operation:
November 30,
------------
1999 1998
---- ----
Operated by Franchisees
Beginning of year 85 84
Franchises opened 17 10
Franchises closed (13) (9)
End of year 89 85
Operated by the Company
Beginning of year 3 4
Stores opened/acquired 1 0
Stores sold 0 0
Stores closed 0 (1)
End of year 4 3
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of cash and equivalents, and accounts and
notes receivable. At times such cash and equivalents in banks are in excess
of the respective financial institution's FDIC insurance limit. The Company
attempts to minimize credit risk by reviewing all franchisees' credit history
before extending credit and by monitoring franchisees' credit exposure on a
continuing basis. The Company establishes an allowance for possible losses on
accounts and notes receivable, when necessary, based upon factors surrounding
the credit risk of specific franchisees, historical trends and other
information.
Fair Values of Financial Instruments
The carrying amounts of cash and equivalents, certificates of deposit,
accounts receivable, accounts payable and accrued expenses approximate fair
value because of the short maturity of these items.
The carrying amounts of the long-term debt issued pursuant to the Company's
credit agreements and notes receivable approximate fair value because the
interest rates on these instruments approximate market rates.
19
Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of (1) assets and liabilities
and the disclosure of contingent assets and liabilities as of the date of the
financial statements, and (2) revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Cash and Equivalents and Certificate of Deposit
Cash and equivalents consist of cash and money market funds.
Certificates of deposit with maturity dates exceeding three months are
separately classified on the balance sheet.
Inventories
Inventories include food and restaurant supplies for resale to franchisees.
Inventories are stated at the lower of cost or market, with cost determined
by the first-in, first-out method.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed over the
useful lives of the assets ranging from 5 to 40 years, using the
straight-line method. Depreciation expense was $99,765 and $106,843 in 1999
and 1998, respectively.
Intangible Assets
Goodwill represents the excess of the cost of companies acquired over the
fair value of their net assets at acquisition. Goodwill is amortized on a
straight-line basis over periods ranging from fifteen to forty years.
Other intangible assets consist of a covenant not to compete, which is
recorded at fair value at the date of acquisition. The covenant is amortized
on a straight-line basis over two years.
Revenue Recognition
Monthly franchise fees are recognized based on the franchisees' sales as
earned, except where collection is not deemed probable. Advertising fees are
recognized as related expenses are incurred.
Initial franchise fees and fees from Area Development Agreements ("ADA's")
are deferred until the Company has substantially met its obligations under
the franchise agreement, which is generally at the time the store is opened.
Deferred revenues under ADA's are recognized as revenue on a pro rata basis
as each store opens.
The Company recognizes product sales at the time of shipment.
Advances under vendor rebate agreements are deferred and recognized as
revenue over the term of the agreements.
Advertising Costs
The Company expenses the cost of advertising as incurred. Advertising expense
was approximately $750,000 and $650,000 in 1999 and 1998, respectively.
Taxes on Income
Deferred income taxes are recognized for the tax consequences of temporary
differences between the financial reporting bases and the tax bases of the
Company's assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized. Income tax expense is the tax payable for the period and the change
during the period in deferred tax assets and liabilities.
20
Earnings Per Share
Earnings per share have been computed in accordance with Financial Accounting
Standards (SFAS) No. 128 "Earnings per Share." The following table presents
the earnings per share calculations:
For the Year Ended November 30, 1999 1998
Numerator for Basic and Diluted
Earnings Per Share
Net income (loss) $ 375,237 $ (31,207)
Denominator for Basic and Diluted
Earnings Per Share
Weighted average shares 2,583,114 2,583,114
Basic and Diluted Earnings (Loss) Per Share $ .15 $ (.01)
Options to purchase 58,967 and 64,467 shares of common stock at prices
ranging from $1.50 to $8.40 in 1999 and 1998, respectively, were outstanding,
but were not included in the computation of diluted earnings per share
because the options exercise prices were greater than the average market
price of the common shares.
In January 1998, the Company declared a one for ten reverse stock split. As a
result, the amount of outstanding shares was reduced from 25,831,131 to
2,583,114. In connection with the reverse stock split, the Company amended
its Articles of Incorporation to reduce the number of shares authorized from
60,000,000 to 6,000,000. Retroactive effect has been given to all share and
per share data contained in the consolidated financial statements.
Long-lived Assets
The Company reviews the carrying values of its long-lived assets for possible
impairment whenever events or changes in circumstance indicate that the
carrying amount of the assets may not be recoverable. The Company evaluates
whether impairment exists on the basis of undiscounted future cash flows from
operations before interest for the remaining useful life of the assets. If
necessary, impairment will be measured based on the difference between
discounted future cash flows and the net book value of the long-lived assets.
Any long-lived assets held for disposal are reported at the lower of these
carrying amounts or fair value less costs to sell.
Segment Information
In fiscal 1999, the Company adopted SFAS 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise," replacing the
"industry segment" approach with the management approach. The management
approach designates the internal organization that is used by management for
making decisions and assessing performance as the source of the Company's
reportable segments. SFAS 131 also requires disclosures about products and
services, geographical areas, and major customers. The adoption of SFAS No.
131 did not affect results of operations or financial position but did affect
the disclosure of segment information (see Note 14).
Recent Accounting Pronouncements
Statement of Position (SOP) 98-5, "Reporting on the Cost of Start-Up
Activities", was issued in April 1998 and SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities", was issued in June 1998. SOP
98-5, effective in fiscal 2000, and SFAS 133, effective in fiscal 2001 are
not expected to have a material impact on the consolidated financial
statements.
21
2. INVENTORIES
Inventories at November 30, 1999 and 1998 are summarized as follows:
1999 1998
---- ----
Food and restaurant supplies $468,733 $297,475
Other 50,680 30,805
-------- --------
$519,413 $328,280
======== ========
3. NOTES RECEIVABLE
Notes receivable consisted of the following at November 30, 1999 and 1998.
1999 1998
---- ----
Note receivable, due in monthly installments
with interest at 10%, collateralized by a second
mortgage on property, maturing in 2007 $284,489 $307,663
Various notes receivable, due in monthly
installments with interest at
various interest rates up to 10%,
collateralized by equipment,
maturing through 2001 173,178 180,791
-------- --------
457,667 488,454
Less: Amounts due within one year 58,611 59,721
Allowance for doubtful accounts 60,000 20,000
-------- --------
Total Notes Receivable - Noncurrent $339,056 $408,733
======== ========
The Company's recorded investment in impaired loans totaled $67,000 in 1999,
with $60,000 of related credit loss allowance. The Company's recorded
investment in impaired loans totaled $60,000 in 1998, with a related credit
loss allowance of $20,000. The average recorded investment in impaired loans
during 1999 was approximately $60,000 with no related interest income
recognized. The average recorded investment in impaired loans during 1998 was
$51,000. Interest income on impaired loans is recognized only when payments
are received.
4. REVOLVING CREDIT AGREEMENT
The Company has entered into a $250,000 line-of-credit with a bank with
interest payable at the bank's prime rate plus one-half percent (8.5% at
November 30, 1999). Short-term borrowings are due on demand and are secured
by a blanket lien on all assets of the Company and a pledged $100,000
certificate of deposit. No borrowings were outstanding under the
line-of-credit at November 30, 1999 and 1998.
5. LONG-TERM DEBT
Long-term debt consisted of a mortgage note payable due in equal monthly
installments of $1,930, including interest at 9.25%, through March 2002 at
which time a balloon payment is due. Total balance outstanding on the
mortgage is $120,508 and $131,801 at November 30, 1999 and 1998,
respectively.
The Company has pledged substantially all of its property and equipment as
collateral for repayment of debt.
22
Annual maturities of long-term debt are as follows:
2000 12,544
2001 13,755
2002 94,209
---------------------
$120,508
========
6. RELATED PARTIES
Certain directors, officers and shareholders own and operate franchised
stores. The following is a summary of activity with these related parties and
their franchised stores as of and for the years ended November 30, 1999 and
1998.
1999 1998
---- ----
Product sales, franchise and advertising fees $1,083,189 $ 867,809
Accounts receivable 66,977 55,922
7. INCOME TAXES
Significant components of deferred tax assets and liabilities consisted of
the following at November 30, 1999 and 1998.
Deferred Tax Assets and Liabilites 1999 1998
- ----------------------------------- ---- ----
Net operating loss carryforwards $ 365,000 $ 591,000
Deferred revenue 41,000 71,000
Depreciation 46,000 27,000
Allowance for doubtful accounts 37,000 27,000
Installment sale (23,000) (25,000)
Change to Accrual Method-Section 481(a) adjustment (10,000) (20,000)
Other -- (23,000)
--------- ---------
Net Deferred Tax Asset 456,000 648,000
Valuation allowance on net deferred tax asset (456,000) (648,000)
--------- ---------
Deferred Taxes $ -- $ --
========= =========
The following reconciles the expected income tax rate to the effective income
tax rate.
1999 1998
---- ----
Income taxes at federal statutory rate 34.0% (34.0)%
Tax expense resulting from utilization of NOLs 34.7 --
Valuation allowance adjustment (33.4) (1.1)
Non-deductible goodwill and entertainment
expenses 3.1 44.1
Other (3.7) (9.0)
---- ----
Effective Tax Rate 34.7% 0.0%
==== ====
During 1999, the Company had taxable income of $663,000 which was offset by
the utilization of net operating loss carryforwards acquired in a business
combination in a prior year. Accordingly, the Company reduced the goodwill
resulting from their business combination and recorded income tax expense of
$198,970. At November 30, 1999, goodwill has been fully eliminated,therefore,
any future utilization of the net operating loss carryforwards will reduce
income tax expense.
23
As of November 30, 1999, the Company has net operating loss carryforwards of
approximately $3,200,000 for income tax purposes. Such carryforwards expire
between 2000 and 2009. Due to changes in ownership of the Company,
utilization of $2,308,000 of the tax net operating loss carryforward is
limited to approximately $129,000 per year. The remaining $892,000 may be
utilized without limitation.
As a result of the proposed merger discussed in Note 13 of the consolidated
financial statements, the availability of the net operating loss
carryforwards may be limited.
8. STOCK OPTION PLAN
The Company has stock option plans under which key employees may be granted
options to purchase a specific number of shares of the Company's stock with
option prices approximating market prices at the date of grant. Options are
subject to the terms of each plan.
The Company applies Accounting Principles Board Opinion No. 25 in accounting
for its stock option plans. Accordingly, no compensation cost has been
recognized for the Plan. Had compensation expense for the Company's stock
option plans been determined based on the fair value at the grant dates
consistent with the method of SFAS No. 123, the Company's net income (loss)
and income (loss) per share would have been the following pro forma amounts:
1999 1998
---- ----
Net Income (Loss)
As reported $ 375,237 (31,207)
Pro forma 375,237 (43,963)
Earnings Per Share
As reported
Basic and diluted .15 (.01)
Pro forma
Basic and diluted .15 (.02)
As of November 30, 1999, 283,383 shares were reserved under the Incentive
Stock Option Plan and 83,300 were reserved under the non-statutory Incentive
Stock Option Plan. A summary of the options under both plans is as follows:
Weighted Average
Shares Exercise Price
------ --------------
Incentive Stock Option Plan
Outstanding, at December 1, 1997
(60,467 exercisable at a weighted
average exercise price of $3.10) 73,967 3.20
Forfeited in 1998 (37,000) 2.70
Outstanding at November 30, 1999 and 1998
(36,967 exercisable) 36,967 3.62
- -----------------------------------------------------------------------------
24
Weighted Average
Shares Exercise Price
------ --------------
Non-Statutory Incentive Option Plan
Outstanding at December 1, 1997
(20,000 exercisable at a weighted
average exercise price of $3.60) 40,500 $ 3.20
Forfeited (12,000) 1.50
------- -------
Outstanding at November 30, 1998
(28,500 exercisable) 28,500 $ 3.05
Forfeited (6,500) 1.85
------- -------
Outstanding at November 30, 1999
(22,000 exercisable) 22,000 $ 3.40
======= =======
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions for grants in 1997: dividend yield of 0%; expected volatility of
74%; risk free interest rate of 6.2%; and expected lives of 3.3 years.
No options were granted in 1999 or 1998.
The following is a summary of stock options outstanding at November 30, 1999:
Options Outstanding and Exercisable
-----------------------------------
Weighted Average Weighted
Remaining Average
Contractual Exercise
Price Range Number Life (Years) Price
- -----------------------------------------------------------------
Incentive Stock Option Plan
$ 3.13-3.70 36,833 5.0 3.60
8.40 134 1.0 8.40
------ ----- -----
36,967 5.0 $3.62
Non-Statutory Plan
$ 1.50 2,000 7.0 $1.50
3.60 20,000 1.0 3.60
------ ----- -----
22,000 1.5 $3.40
9. OPERATING LEASES
The Company leases buildings, equipment, and restaurant space under various
operating leases. The approximate future minimum rental payments, under all
operating leases containing minimum annual rental payments, are as follows:
2000 $ 69,000
2001 70,000
2002 70,000
2003 70,000
---------
$ 279,000
=========
Total rent expense under the operating leases was approximately $120,000 and
$102,000 for 1999 and 1998, respectively.
25
10. COMMITMENT AND CONTINGENCY
In connection with the distribution of food and restaurant supplies to
franchisees, the Company entered into an agreement effective November 1, 1998
with an unaffiliated entity that is experienced with multiple location
institutional food distribution to provide warehouse and distribution
services for the Company. Minimum annual billings to the Company for these
services must be $425,000. Failure to generate the volume necessary to
achieve such annual billings will constitute a termination of the agreement.
In connection with such termination or if the agreement is terminated without
cause by the Company prior to September 1, 2002, the Company agrees to pay
the unaffiliated entity the following amounts based on specific termination
dates:
o September 1, 1999 - August 31, 2000 - $150,000
o September 1, 2000 - August 31, 2001 - $ 75,000
o September 1, 2001 - August 31, 2002 - $ 50,000
11. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest during 1999 and 1998 amounted to $11,876 and $13,829,
respectively. No amounts were paid for income taxes in 1999 and 1998.
12. 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 trial. If the Company prevails in its litigation, it
expects to finance the cost of the building.
13. PROPOSED MERGER
During 1999, the Company initiated a merger transaction for the purpose of
taking the Company from a public reporting company under the Securities
Exchange Act of 1934 to a closely held private company. The proposed
transaction would merge R-Corp, a corporation owned by members of the
Company's management, into Tubby's. Tubby's would be the surviving
corporation and R-Corp would no longer have any separate existence. All of
the shareholders of Tubby's, other than the members of management, would
receive cash from Tubby's in exchange for their shares. The members of
management would not receive any cash in exchange for their Tubby's shares
and would remain as Tubby's only shareholders. It is anticipated that Tubby's
will finance approximately $1,770,000 and use approximately $270,000 of its
operating assets in connection with the transaction.
14. SEGMENT INFORMATION
The Company has three reportable segments: franchising, product sales, and
food sales. The franchising segment franchises and services a system of
restaurants. The product sales segment is engaged in the distribution of food
and restaurant supplies to franchisees. The food sales segment operates
Company owned restaurants.
Segment information for the years ended November 30, 1999 and 1998 was as
follows:
26
<TABLE>
<CAPTION>
Product Food Eliminations
Franchising Sales Sales (1) Total
----------- ------- ----- ------------ -----
<S> <C> <C> <C> <C> <C>
1999
Net sales to external customers $ 2,358,629 $ 6,255,271 $ 1,105,448 $ -- $ 9,606,647
Net sales to other segments 112,701 315,385 -- (428,086) --
Operating income (loss) (71,660) 672,317 (69,343) -- 531,314
Depreciation and amortization 52,039 498 112,508 -- 165,045
Interest expense 11,876 16,785 -- (16,785) 11,876
Interest income 78,405 18 55 (16,785) 61,693
Income taxes -- 198,970 -- -- 198,970
Total assets 2,331,342 1,075,722 345,242 (10,000) 3,742,306
Expenditures for long-lived assets 17,319 -- 221,700 -- 239,019
1998
Net sales to external customers $ 2,188,488 $ 4,397,578 $ 779,917 -- $ 7,365,983
Net sales to other segments 60,811 186,040 -- (246,851) --
Operating income (loss) (166,903) 113,860 (77,759) -- (130,802)
Depreciation and amortization 61,237 283 75,184 -- 136,704
Interest expense 13,829 23,483 -- (23,483) 13,829
Interest income 92,825 576 33 (23,483) 69,951
Income taxes -- -- -- -- --
Total assets 2,183,433 850,992 301,866 (10,000) 3,326,291
Expenditures for long-lived assets 26,869 1,807 8,849 -- 37,525
<FN>
(1) Includes the elimination of intersegment transactions.
</TABLE>
The Company has no long-lived assets outside of the United States, and no
significant export sales or foreign operations.
27
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Tubby's, Inc. and Subsidiaries
Sterling Heights, Michigan
We have audited the accompanying consolidated balance sheets of Tubby's, Inc.
and Subsidiaries as of November 30, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Tubby's,
Inc. and Subsidiaries at November 30, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
BDO Seidman, LLP
Troy, Michigan
January 20, 2000
28
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There is no information required to be reported hereunder.
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
All of the executive officers of Tubby's as of February 18, 2000 are shown
below. Each of the executive officers has a term of one year or until their
successors are duly elected.
NAME/AGE POSITION HELD WITH REGISTRANT
-------- -----------------------------
Robert M. Paganes/43 President and Chief Executive Officer
Peter T. Paganes/57 Vice President
Vincent J. Tatone/43 Secretary
Aspacia Owens/28 Controller
Messrs. Paganes are brothers and shareholders of the Company. There are no
other relationships among the executive officers.
Robert M. Paganes was a founder of Tubby's Sub Shops, Inc. which was formed
in December, 1977. Mr. Paganes has been an Officer and Director of Tubby's,
Inc. since May of 1986. Since 1979, Mr. Paganes has also been an owner and
operator of Tubby's Submarine Shop franchises in the Detroit, Michigan area.
From 1990 through June 9, 1994 Mr. Paganes was Vice President and Secretary
of the Company. On June 10, 1994, Mr. Paganes was appointed President and on
August 12, 1994, he was appointed Chief Executive Officer of the Company.
Peter T. Paganes has been a Vice President and Director of Tubby's, Inc.
since May of 1986. In May of 1990, Mr. Paganes was appointed as Vice Chairman
of the Board of the Company. Mr. Paganes was a founder of Tubby's Sub Shops,
Inc., which was incorporated in December 1977. Mr. Paganes has also been an
owner and operator of Tubby's Submarine Shop franchises in the Detroit,
Michigan area since 1973. On August 12, 1994 Mr. Paganes was elected as
Chairman of the Board of the Company.
Vincent J. Tatone was appointed to the Board of Directors of the Company in
January of 1993. Mr. Tatone graduated, cum laude, from the University of
Detroit Law School in 1985. After serving a two-year appointment as a law
clerk at the Michigan Supreme Court, Mr. Tatone engaged in the private
practice of law. Mr. Tatone became General Counsel to the Company in April of
1994, and was elected as Secretary of the Company on August 12, 1994.
Aspacia T. Owens was appointed the Controller of Tubby's Inc. in September of
1999. Prior to her employment at Tubby's, Ms. Owens was a Staff Accountant
for automotive companies such as Curtron Inc. employed only from December of
1997 until May of 1998 due to the company going out of business and Peregrine
Warren Operations employed from October of 1992 to October of 1997.
ITEM 10. EXECUTIVE COMPENSATION
Executive Compensation:
The following table sets forth compensation awarded to, earned by or paid to
the Company's president and Chief Executive Officer. No other officer of the
Company earned a salary and bonus of more than $100,000 during the Company's
fiscal year ending November 30, 1999. The Company did not grant any options,
restricted stock awards or stock appreciation rights, nor pay compensation
that would qualify as "All Other Compensation", nor did the Company make
payments to any Executive Officer earning an
29
annual salary or bonus in excess
of $100,000, which may be categorized as "Other annual Compensation" or "LTIP
Payouts", during the Company's fiscal year ended November 30, 1999.
Name and Principal Position Fiscal Year Salary($)
---------------------------- ----------- ---------
Robert M. Paganes, President & Chief Executive Officer 1999 106,000
1998 76,000
1997 70,000
No Stock options were granted to the above-named Executive Officer during the
fiscal year ended November 30, 1999.
Compensation of Directors:
No fees were paid to the independent, non-employee Directors for 1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is certain information concerning management and other
persons who are known by the Company to own beneficially more than 5% of the
Company's Common stock, $0.01 par value, on November 30, 1999.
Amount and Nature Percent of
Name of Beneficial Owner of Ownership(1) Class (2)
------------------------ ------------------ ----------
Robert M. Paganes.................. 259,775 10.0%
6029 E. Fourteen Mile Road President
Sterling Heights, MI 48312 Director
Peter T. Paganes................... 191,400 7.4%
6029 E. Fourteen Mile Road Vice President
Sterling Heights, MI 48312 Director
Vincent J. Tatone.................. 50,000 3.1%(3)
6029 E. Fourteen Mile Road Secretary
Sterling Heights, MI 48312 Director
Ronald Boraks...................... 0 0.0%(4)
38345 W. Ten Mile Road Director
Farmington Hills, MI 48335
J. Thomas Paganes.................. 187,738 7.3%
38633 Moravian Shareholder
Mt. Clemens, MI 48043
All Executive Officers and
Directors as a Group (4 persons)... 501,175 19.4%
(1) The nature of ownership is sole voting and investment power unless other
wise indicated.
(2) As of February 18, 2000.
(3) Pursuant to the rules of the Securities and Exchange commission, the
Company's Common Stock which is not outstanding but which is subject to
options exercisable within sixty days is deemed to be outstanding for the
purpose of computing the percentage of outstanding common stock owned by
the optionee, but not deemed to be outstanding for the purpose of
computing the percentage owned by any other person. Vincent J. Tatone has
an option to purchase 30,000 shares of Common Stock under Tubby's
Statutory Employee Stock Option Plan.
(4) Less than 1%.
30
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Peter T. Paganes and Robert M. Paganes are directors, officers and
shareholders of the Company and J. Thomas Paganes, their brother, is a
shareholder of the Company. They each own and operate franchised stores.
Amounts included in Accounts Receivable
at November 30, 1999................. $ 66,977
Amounts included in Revenues for the
year ended November 30, 1999......... $1,083,189
Prior to January 1, 1993, the above persons had an exemption from paying
royalties on their stores. Effective January 1, 1993, this exemption was
limited to previously existing stores and was discontinued until such time as
these persons were not employed by the Company. Each of the above persons is
in full compliance with all personal obligations to the Company as of
November 30, 1999.
As of November 30, 1999, there were no officers and directors, or other
related parties, of the Company that had any remaining balances regarding
loans from the Company and/or credits for loans made to the Company.
The following table summarizes the amounts due as of November 30, 1999 from
all stores owned by officers, directors or other related parties of the
Company:
Amounts Due from
Number of Stores at
Name Franchises Owned November 30, 1999
---- ---------------- -----------------
Robert M. Paganes ............... 2 $23,268
Peter T, Paganes ................ 1 $16,615
------- -------
Amounts due from Officers
and Directors ......... 3 $39,883
J. Thomas Paganes ............... 3 $27,094
------- -------
Amount Due from Officers,
Directors and
other related parties . 6 $66,977
======= =======
31
ITEM 13. EXHIBITS AND REPORTS ON 8K
Page
----
(a) Documents filed as a part of this report:
(1) Financial Statements:
Consolidated Balance Sheets as of November 30, 1999 and 1998....14, 15
Consolidated Statements of Operations for the Years Ended
November 30, 1999 and 1998..........................................16
Consolidated Statements of Stockholders' Equity for the
Years Ended November 30, 1999 and 1998..............................17
Consolidated Statements of Cash Flows for the Years Ended
November 30, 1999 and 1998..........................................18
Notes to Consolidated Financial Statements..........................19
Report of Independent Certified Public Accountants..................28
(b) Reports on Form 8-K
No reports were filed on form 8-K during the last quarter of the period
covered by this report.
(c) Exhibits:
Name/Type of Exhibit
--------------------
21 Subsidiaries of the registrant
23 Consent of independent certified public accountants
27 Financial Data
32
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
TUBBY'S, INC.
/s/ Robert M. Paganes
--------------------------------------------
By: Robert M. Paganes
Its: President & Chief Executive Officer
/s/ Aspacia T. Owens
--------------------------------------------
By: Aspacia T. Owens
Its: Controller
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT
AND IN THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Peter T. Paganes Chairman of the Board, Vice-President 02/25/00
- ------------------------
/s//s/ Robert M. Paganes President, Chief Executive Officer, Director 02/25/00
- ------------------------
/s/ Vincent J. Tatone Secretary, Director 02/25/00
- ------------------------
/s/ Ronald D. Boraks Director 02/25/00
- ------------------------
</TABLE>
33
TUBBY'S, INC.
LIST OF SUBSIDIARIES
NOVEMBER 30, 1999
EXHIBIT 21
Name State of Incorporation
- ---- ----------------------
Tubby's Sub Shop Advertising, Inc. Michigan
The SubLine Company, Inc. Michigan
Tubby's Company Stores, Inc. Michigan
Tubby's Sub Shops, Inc. Michigan
SUBperior Distribution Systems, Inc. Michigan
Exhibit 23
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Tubby's, Inc. and Subsidiaries
Sterling Heights, Michigan
We hereby consent to the incorporation by reference of our report dated
January 20, 2000, relating to the consolidated financial statements of
Tubby's, Inc. and Subsidiaries appearing in the Company's Annual Report on
Form 10-KSB for the year ended November 30, 1999, into the Company's
previously filed Form S-8 Registration Statement.
BDO Seidman, LLP
Troy, Michigan
March 7, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> NOV-30-1999
<CASH> $ 1,107,183
<SECURITIES> 0
<RECEIVABLES> 1,348,694
<ALLOWANCES> 110,070
<INVENTORY> 519,413
<CURRENT-ASSETS> 2,615,459
<PP&E> 1,486,505
<DEPRECIATION> 858,719
<TOTAL-ASSETS> 3,742,306
<CURRENT-LIABILITIES> 612,178
<BONDS> 0
<COMMON> 25,832
0
0
<OTHER-SE> 2,964,332
<TOTAL-LIABILITY-AND-EQUITY> 3,742,306
<SALES> 7,612,621
<TOTAL-REVENUES> 9,705,002
<CGS> 5,558,751
<TOTAL-COSTS> 9,130,795
<OTHER-EXPENSES> 3,572,044
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,876
<INCOME-PRETAX> 574,207
<INCOME-TAX> 198,970
<INCOME-CONTINUING> 375,237
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 375,237
<EPS-BASIC> .15
<EPS-DILUTED> .15
</TABLE>
