Accounting Policies, by Policy (Policies) | 6 Months Ended |
Aug. 31, 2014 |
Accounting Policies [Abstract] | ' |
Fiscal Period, Policy [Policy Text Block] | ' |
Year-End - Effective January 14, 2013, the Company’s Board of Directors adopted a fiscal year ending on the last day of February. |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the fair value of the businesses acquired and the fair value of the Convertible Note. |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash - The Company considers all highly liquid instruments purchased with a maturity of three months or less at date of acquisition to be cash equivalents. There were no cash equivalents at August 31, 2014 or February 28, 2014. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | ' |
Accounts Receivable - During the normal course of business, the Company extends credit to its franchisees for inventory, supplies and fees. An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable, assessments of collectability based on historical trends, and an evaluation of the impact of current and projected economic conditions. The process by which the Company performs its analysis is conducted on a franchisee by franchisee basis and takes into account, among other relevant factors, sales history, outstanding receivables, customer financial strength, as well as customer specific and geographic market factors relevant to projected performance. The Company monitors the collectability of its accounts receivable on an ongoing basis by assessing the credit worthiness of its customers and evaluating the impact of reasonably likely changes in economic conditions that may impact credit risks. Estimates with regard to the collectability of accounts receivable are reasonably likely to change in the future. |
Inventory, Policy [Policy Text Block] | ' |
Inventory - Inventories consisting of food, beverages, and supplies are stated at the lower of cost or market. An inventory reserve is established to reduce the cost of obsolete, damaged and excess inventories to the lower of cost or market based on actual differences. This inventory reserve is determined through analysis of items held in inventory, and, if the value of those items at cost is higher than their market value, the Company records an expense to reduce inventory to its actual market value. The process by which the Company performs its analysis is conducted on an item by item basis and takes into account, among other relevant factors, market value, sales history and future sales potential. Cost is determined using the first-in, first-out method. |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | ' |
Prepaid Expenses - Prepaid expenses include costs incurred for prepaid rents, insurance, professional fees and deferred offering costs. The Company capitalizes certain costs associated with the offering of its stock and adjusts the deferred cost to offset offering proceeds upon closing of the offering or expenses the costs upon abandonment of the offering. |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Leasehold Improvements, Property and Equipment - Leasehold improvements, property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method based upon the estimated useful lives of the assets, which range from five to ten years. Leasehold improvements are amortized on the straight-line method over the lives of the respective leases or the service lives of the improvements, whichever is shorter. |
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Company-owned cafés under development are accounted for as construction-in-process. Construction-in-process is recorded at acquisition cost, including leasehold improvements, equipment expenditures, professional fees and interest expense capitalized during the course of construction for the purpose of financing the project. Upon completion and readiness for use of the project, the cost of construction-in-process is transferred to the appropriate asset group. As of August 31, 2014 and February 28, 2014, the Company did not have any construction-in-process. |
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The Company reviews its long-lived assets through analysis of fair value whenever events or changes indicate the carrying amount of such assets may not be recoverable. The Company’s policy is to review the recoverability of all assets, at a minimum, on an annual basis. Based on its evaluation, the Company has determined that an impairment of $243,000 exists as of August 31, 2014. |
Deposits, Policy [Policy Text Block] | ' |
Deposits - Deposits consist of security and utility deposits for multiple locations and a sales tax deposit held with the state of Nevada. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' |
Goodwill and Other Intangible Assets - The Company records intangible assets acquired in a business combination under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents the excess purchase price over the fair value of the net tangible and other identifiable intangible assets acquired. Other intangible assets are amortized over their estimated useful lives. |
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Goodwill is not amortized. Instead, goodwill is reviewed for impairment at least annually or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. In assessing goodwill for impairment, the Company assesses qualitative factors to determine whether events or circumstances indicate that it is not more likely than not that fair value of a reporting unit is less than its carry amount. Goodwill impairment exists when the carrying value of goodwill exceeds its implied fair value. |
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Other intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods appropriate for the type of intangible asset and reported separately from goodwill. Intangible assets with definite lives are amortized over the estimated useful lives and tested for impairment when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. Intangible assets with definite lives are tested for impairment by comparing the carrying amount to the sum of the net undiscounted cash flows expected to be generated by the asset whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds its net undiscounted cash flows, then an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value. |
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Intangible assets are generally valued as the present value of estimated future cash flows expected to be generated from the asset using a risk-adjusted discount rate. Estimates and assumptions about future expected revenue and remaining useful lives of the assets are used when determining the fair value of the Company’s intangible assets. |
Deferred Rent [Policy Text Block] | ' |
Deferred Rent - Rent expense for company-owned leases, which provide for escalating rents over the terms of the leases, is recorded on a straight-line basis over the lease terms. The lease terms begin when the Company has the right to control the use of the property, which was before rent payments were actually due under the leases. |
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The difference between the rent expense and the actual amount payable under the terms of the leases is recorded as a leasehold improvement asset and deferred rent liability on the balance sheets and as both an investing activity and a component of operating activities on the statements of cash flows. |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition Policy - The Company recognizes revenue once pervasive evidence that an agreement exists; the product has been rendered; the fee is fixed and determinable; and collection of the amount due is reasonably assured. |
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Revenue from company-owned café sales is recognized when food and beverage products are sold. Café sales are reported net of sales discounts. |
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Revenue earned as a franchisor is derived from cafés in the Company’s worldwide territory and includes initial franchise fees and royalties. Initial franchise fee revenue from the sale of a franchise is recognized when the Company has substantially performed or satisfied all of its material obligations relating to the sale up through the point at which the franchisee is able to open the franchised café, and the Company has no intention of refunding the entire initial franchise fee or forgiving an unpaid note for the entire initial franchise fee. Substantial performance has occurred when the Company has (a) performed substantially all of its initial services required by the franchise agreement, such as providing to the franchisee (1) a copy of the Operations Manual; (2) assistance in site selection and selection of suppliers of equipment, furnishings, and food; (3) lease review and comments about the lease; and (4) the initial training course to one or two franchisee representatives; and (b) completed all of its other material pre-opening obligations. The Company defers revenue from the initial franchise fee until (a) commencement of operations by the franchisee; or (b) if the franchisee does not open the franchised café, (1) the date on which all pre-opening services and obligations of the Company are substantially complete, or (2) an earlier date on which the franchisee has abandoned its efforts to proceed with the franchise operations, and in either situation, the franchisee is not entitled to, and is not given, a refund of the initial franchise fee. Royalties ranging from three to five percent of net café sales are recognized in the period in which they are earned. |
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Rebates received from purveyors that supply products to the Company’s franchisees are included in franchise royalties and fees. Rebates related to company-owned cafés are offset against café operating costs. Product rebates are recognized in the period in which they are earned. |
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The Company also recognizes a marketing and promotion fee of one percent of net café sales which are included in franchise royalties and fees. |
Advertising Costs, Policy [Policy Text Block] | ' |
Marketing and Advertising Expense - The Company engages in local and regional marketing efforts by distributing advertisements, coupons and marketing materials as well as sponsoring local and regional events. The Company recognizes marketing and advertising expense as incurred. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Share-based Compensation Expense - The Company recognizes all forms of share-based payments, including stock option grants, warrants, and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. |
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Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. |
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When computing fair value of share-based compensation, the Company considers the following variables: |
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| ● | The expected option term is computed using the “simplified” method. | | | | | | | | | | | | | | |
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| ● | The expected volatility is based on the historical volatility of its common stock using the daily quoted closing trading prices. | | | | | | | | | | | | | | |
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| ● | The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. | | | | | | | | | | | | | | |
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| ● | The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. | | | | | | | | | | | | | | |
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| ● | The forfeiture rate is based on the historical forfeiture rate for its unvested stock options. | | | | | | | | | | | | | | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes - The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The Company has significant net operating loss carryovers. In accordance with section 382 of the Internal Revenue Code, deductibility of net operating loss carryovers may be subject to annual limitation in the event of a change in control. We have performed a preliminary evaluation as to whether a change in control has taken place, and have concluded that there was a change of control with respect to the net operating losses when 60% of the Company was acquired in January 2013. Our effective income tax rate may increase in future periods, or for the full year as a result of estimates related to the income tax liability arising from the income before income taxes of U-Swirl, Inc. |
Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings (Loss) per Share - Basic earnings (loss) per share is computed as net earnings (losses) divided by the weighted average number of common shares outstanding and stock payable during each year. Diluted earnings (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and restricted stock units. Stock payable is considered in the calculation of earnings (loss) per share when the Company believes that all conditions of the issuance have been met, or are reasonably likely to be met. At August 31, 2014 the company included 4,277,778 shares of stock payable in the calculation of earnings (loss) per share. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value Election - As discussed in Note 8, the Company entered into a convertible note agreement with RMCF in January 2014 (the “Convertible Note”). The Convertible Note contains a compound embedded derivative that requires separate accounting from the host debt instrument. The Company elected the fair value option for the Convertible Note as management believes recording the note at fair value better reflects the underlying economics of the transaction. |
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Fair Value Measurements - Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: |
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Level 1: Quoted prices are available in active markets for identical assets or liabilities; |
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Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or |
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Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. |
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The valuation policies are determined by the Chief Financial Officer (the “CFO”). Each quarter, the CFO will update the inputs used in the fair value calculations and internally review the changes from period to period for reasonableness. |
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The Company has consistently applied the valuation techniques discussed below in all periods presented. The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of August 31, 2014 and February 28, 2014 by level within the fair value hierarchy: |
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28-Feb-14 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Liabilities | | | | | | | | | | | | | | | | |
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Convertible Note | | $ | - | | | $ | - | | | $ | 7,970,666 | | | $ | 7,970,666 | |
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31-Aug-14 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Liabilities | | | | | | | | | | | | | | | | |
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Convertible Note | | $ | - | | | $ | - | | | $ | 6,601,522 | | | $ | 6,601,522 | |
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The Company determined the fair value of the Convertible Note using the income valuation technique. Because of the hybrid nature of the Convertible Note, the Company first valued the debt host contract, or straight “bond”, component using a discounted cash flow analysis, and then valued the compound embedded derivative features using a Flexible Monte Carlo simulation. See Note 8 for discussion of the embedded features. Significant inputs to the valuation model include the coupon rate, effective yield, volatility, expected return and implied equity value. In addition, the following inputs were used in the Flexible Monte Carlo simulation to value the compound embedded derivative scenarios using different conversion dates, conversion rates, likelihood of default, conversion behavior and dilution of stock price on conversion. |
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The Company’s Convertible Note is included in the Level 3 fair value hierarchy because not all the significant inputs are directly or indirectly observable. |
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The following table summarizes the valuation techniques, models and significant unobservable inputs used for the Company’s Convertible Note (broken into its components), categorized within Level 3 of the fair value hierarchy: |
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Liabilities | | Fair Value at | | | Fair Value at February 28, 2014 | | Valuation Techniques | Unobservable Inputs | | | | | | |
at Fair Value | 31-Aug-14 | / Model | | | | | | |
Bond component | | $ | 5,302,194 | | | $ | 6,177,626 | | Income approach using discounted cash flow model | Effective yield ranging from 12.5%-20% | | | | | | |
Embedded conversion features | | $ | 1,288,892 | | | $ | 1,791,773 | | Income approach using flexible Monte Carlo simulation | Expected return ranging | | | | | | |
from 5% - 10% | | | | | | |
Implied Equity Value | | | | | | |
ranging from 5% - 10% | | | | | | |
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Significant increases (decreases) in the unobservable inputs used in the fair value measurements would result in a significantly lower (higher) fair value measurement. |
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The following table sets forth a reconciliation of changes in the fair value of the Convertible Note classified as Level 3 in the fair value hierarchy: |
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Balance, February 28, 2014 | | $ | 7,970,666 | | | | | | | | | | | | | |
Purchases | | | 372,007 | | | | | | | | | | | | | |
Payments | | | (1,509,529 | ) | | | | | | | | | | | | |
Unrealized gain | | | (240,791 | ) | | | | | | | | | | | | |
Subtotal | | | 6,592,353 | | | | | | | | | | | | | |
Undrawn commitment fees | | | 9,169 | | | | | | | | | | | | | |
Balance, August 31, 2014 | | $ | 6,601,522 | | | | | | | | | | | | | |
Consolidation, Policy [Policy Text Block] | ' |
Accounting Policy for Ownership Interests in Investees - The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, after elimination of all material intercompany accounts, transactions, and profits. |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
New Accounting Pronouncements - In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. The Company is currently evaluating the new standard. |