Restatement of Previously Issued Financial Statements | 3 Months Ended |
Jul. 31, 2012 |
Restatement of Previously Issued Financial Statements | ' |
Restatement of Previously Issued Financial Statements | ' |
(14) Restatement of Previously Issued Financial Statements |
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As disclosed in our Form 10-K for the year ended April 30, 2013, on August 1, 2013, the Company concluded that previously issued consolidated financial statements should not be relied upon due to certain revenue recognition adjustments. The Company’s decision to restate its consolidated financial statements was based upon the results of an internal review of the Company’s historical revenue recognition policies and their application. The Company has restated its condensed consolidated financial statements for the fiscal quarters ended July 31, 2012 and 2011 and October 31, 2012 and 2011. Restated condensed consolidated financial statements for the fiscal quarters ended January 31, 2013 and 2012 will be included in an amended filing at a later date. |
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Impact of Corrections on Previously Issued Consolidated Financial Statements |
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Adjustments were made for the following items: |
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· The Company determined that its area developer agreements do not constitute a franchise relationship for accounting purposes. Therefore, instead of recording revenue at the inception of the area developer relationship under franchise accounting, the Company now records these fees over the life of the area developer contract, which is typically 10 years. Additionally, our financial statements now show the portion of franchise fees, interest and royalties that the AD is entitled to receive from us in our revenue captions, with an equal amount of expense shown in a new operating expense caption, area developer expense. These amounts were previously presented on a net basis. |
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· The Company changed its revenue recognition policy for franchise fees to record revenue as amounts are received from the franchisee. Previously, the Company generally recorded such revenues at the time of sale, net of expected note cancellations related to the amount financed. Therefore, under the new revenue recognition policy any portion of franchise fees that is financed is only reflected as revenue as the note payments are made. |
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· The Company also revised its methodology for the allocation of the purchase price associated with the acquisitions of businesses from franchisees. Historically, the Company allocated the entire purchase price to an identifiable intangible asset, customer list. The new methodology allocates the purchase price to all identifiable intangible assets, which consist of reacquired rights and customer list. Any unallocated purchase price is recorded as goodwill. |
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The following table presents the effect of the restatement adjustments on the condensed consolidated balance sheets: |
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| | July 31, 2012 | |
| | As Reported | | Adjustments | | As Restated | |
| | (in thousands) | |
Receivables: | | | | | | | |
Notes | | $ | 56,730 | | $ | (9,814 | ) | $ | 46,916 | |
Interest | | 2,818 | | (1,298 | ) | 1,520 | |
Allowance for doubtful accounts | | (4,952 | ) | 478 | | (4,474 | ) |
Total receivables, net | | 73,129 | | (10,634 | ) | 62,495 | |
Income tax receivable | | 6,204 | | (109 | ) | 6,095 | |
Deferred income taxes | | 64 | | 3,255 | | 3,319 | |
Total current assets | | 83,750 | | (7,488 | ) | 76,262 | |
Notes receivable, excluding current portion | | 39,626 | | (26,427 | ) | 13,199 | |
Allowance for uncollectible amounts for long-term notes receivable | | (2,082 | ) | 1,197 | | (885 | ) |
Goodwill | | 1,913 | | 4,437 | | 6,350 | |
Other intangibles | | 31,676 | | (15,101 | ) | 16,575 | |
Accumulated amortization of intangible assets | | (6,193 | ) | 1,966 | | (4,227 | ) |
Deferred income taxes | | — | | 2,845 | | 2,845 | |
Other assets, net | | 2,589 | | 1 | | 2,590 | |
Total assets | | 176,741 | | (38,570 | ) | 138,171 | |
Due to area developers | | 15,859 | | (5,872 | ) | 9,987 | |
Deferred income taxes | | 1,607 | | (1,607 | ) | — | |
Deferred revenue - short-term portion | | 2,845 | | 4,480 | | 7,325 | |
Total current liabilities | | 30,786 | | (2,999 | ) | 27,787 | |
Deferred revenue - long-term portion | | — | | 11,616 | | 11,616 | |
Deferred income taxes | | 13,839 | | (13,839 | ) | — | |
Total liabilities | | 81,459 | | (5,222 | ) | 76,237 | |
Retained earnings | | 87,950 | | (33,348 | ) | 54,602 | |
Total stockholders’ equity | | 95,282 | | (33,348 | ) | 61,934 | |
Total liabilities and stockholders’ equity | | 176,741 | | (38,570 | ) | 138,171 | |
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The adjustments reflected in the table above include: |
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· Adjustments to notes receivable to present the balance net of the unrecognized revenue portion of notes |
· Adjustments to interest receivable to convert from accrual basis to cash basis for notes related to unrecognized revenue |
· Adjustments to allowance for doubtful accounts includes the impact of the change in our franchise fee revenue recognition policy |
· Adjustments to deferred income taxes, long-term portion shown in other assets, net and income taxes payable reflect the impact of the restatement adjustments |
· Adjustments to goodwill and a portion of the other intangibles, net relate to the revised purchase price allocation methodology for businesses acquired from franchisees |
· Adjustments to other intangibles includes the net impact of the elimination of the deferred revenue balance of repurchased area developer areas |
· Adjustments to due to area developer to conform to net presentation for notes related to unrecognized revenue |
· Adjustments to deferred revenue to reflect the recognition of area developer fees over the life of their agreement |
· Adjustments to stockholders’ equity reflect the cumulative impact of all of the restatement adjustments |
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The following table summarizes the effects of the restatement on the condensed consolidated financial statements of operations for the three months ended July 31, 2012: |
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| | July 31, 2012 | |
| | As Reported | | Adjustments | | As Restated | |
| | (in thousands) | |
Franchise fees | | $ | 2,486 | | $ | (1,820 | ) | $ | 666 | |
Provision for refunds | | 75 | | (75 | ) | — | |
Area developer fees | | — | | 1,923 | | 1,923 | |
Royalties and advertising fees | | 1,007 | | 317 | | 1,324 | |
Interest income | | 2,659 | | (111 | ) | 2,548 | |
Net gain on sale of company-owned offices and other revenue | | 191 | | 74 | | 265 | |
Total revenues | | 6,786 | | 458 | | 7,244 | |
General and administrative expenses | | 5,616 | | 200 | | 5,816 | |
Area developer expense | | — | | 717 | | 717 | |
Depreciation, amortization, and impairment charges | | 1,891 | | (300 | ) | 1,591 | |
Total operating expenses | | 16,733 | | 617 | | 17,350 | |
Loss from operations | | (9,947 | ) | (159 | ) | (10,106 | ) |
Loss before income taxes | | (10,237 | ) | (159 | ) | (10,396 | ) |
Income tax benefit | | (4,085 | ) | 52 | | (4,033 | ) |
Net loss | | $ | (6,152 | ) | $ | (211 | ) | $ | (6,363 | ) |
Net loss per share of Class A and Class B common stock: | | | | | | | |
Basic and Diluted | | $ | (0.51 | ) | $ | (0.01 | ) | $ | (0.52 | ) |
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The following table summarizes the effects of the restatement on the condensed consolidated financial statements of operations for the three months ended July 31, 2011: |
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| | Three Months Ended July 31, 2011 | |
| | As Reported | | Adjustments | | As Restated | |
| | (in thousands) | |
Franchise fees | | $ | 1,362 | | $ | (562 | ) | $ | 800 | |
Provision for refunds | | 159 | | (159 | ) | — | |
Area developer fees | | — | | 1,683 | | 1,683 | |
Royalties and advertising fees | | 1,018 | | 291 | | 1,309 | |
Interest income | | 2,021 | | (223 | ) | 1,798 | |
Net gain on sale of company-owned offices and other revenue | | 311 | | 116 | | 427 | |
Total revenues | | 4,868 | | 1,464 | | 6,332 | |
Area developer expense | | — | | 622 | | 622 | |
Depreciation, amortization, and impairment charges | | 1,622 | | (248 | ) | 1,374 | |
Total operating expenses | | 12,906 | | 374 | | 13,280 | |
Loss from operations | | (8,038 | ) | 1,090 | | (6,948 | ) |
Loss before income taxes | | (8,348 | ) | 1,090 | | (7,258 | ) |
Income tax benefit | | (3,369 | ) | 662 | | (2,707 | ) |
Net loss | | $ | (4,979 | ) | $ | 428 | | $ | (4,551 | ) |
Net loss per share of Class A and Class B common stock: | | | | | | | | | | |
Basic and diluted | | $ | (0.44 | ) | $ | 0.04 | | $ | (0.40 | ) |
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The adjustments reflected in the tables above include: |
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· Adjustments to franchise fees include the reclassification of area developer fees to a separate caption, the net impact of changing our franchise fee recognition policy to receipt of funds and the change to gross presentation for the area developer portion |
· Adjustments to provision for refunds are due to the change in our franchise fee recognition policy |
· Adjustments to area developer fees are the net effect of reclassifying AD fees out of franchisee fees and the impact of recognizing revenue over the life of the agreement |
· Adjustments to royalties and advertising reflect the change to gross presentation for the area developer portion of royalties |
· Adjustments to interest income reflect the change to gross presentation for the area developer portion of interest and the conversion to cash basis from accrual basis for interest on notes related to unrecognized revenue |
· Adjustments to general and administrative expense reflect the increase in the provision for bad debts due to the elimination of the provision for refunds |
· Adjustments to area developer expense reflect the change to a gross presentation for franchise fees, royalties and interest owed to area developers |
· Adjustments to amortization and impairment charges are the net effect of the change in purchase price allocation for company-owned offices acquired from franchisees and the impact of a smaller balance of area developer rights due to the netting of deferred revenue upon reacquisition |
· Adjustments to the provision for income taxes reflect the impact of the restatement adjustments |
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The following table presents the effect of the restatement adjustments on the condensed consolidated statements of comprehensive income for the three months ended July 31, 2012: |
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| | July 31, 2012 | |
| | As Reported | | Adjustments | | As Restated | |
| | (in thousands) | |
Net loss | | $ | (6,152 | ) | $ | (211 | ) | $ | (6,363 | ) |
Comprehensive loss | | (6,335 | ) | (211 | ) | (6,546 | ) |
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The following table presents the effect of the restatement adjustments on the condensed consolidated statements of comprehensive income for the three months ended July 31, 2011: |
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| | Three Months Ended July 31, 2011 | |
| | As Reported | | Adjustments | | As Restated | |
| | (in thousands) | |
Net loss | | $ | (4,979 | ) | $ | 428 | | $ | (4,551 | ) |
Comprehensive loss | | (5,262 | ) | 428 | | (4,834 | ) |
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The restatement had no impact on net operating, investing or financing activities within the condensed consolidated statements of cash flows. |
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