Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 10-Q
 
ý      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended October 31, 2016
 
OR
 
o         Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from             to            
 
Commission File Number 001-35588
 
Liberty Tax, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
27-3561876
(State of incorporation)
 
(IRS employer identification no.)
 
1716 Corporate Landing Parkway
Virginia Beach, Virginia 23454
(Address of principal executive offices)
 (757) 493-8855
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  Yes ý No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No ý
 
The number of shares outstanding of the registrant’s Class A common stock as of November 30, 2016 was 12,710,831 shares.

The number of shares outstanding of the registrant's Class B common stock as of November 30, 2016 was 200,000 shares.



LIBERTY TAX, INC.
 
Form 10-Q for the Quarterly Period Ended October 31, 2016
 
Table of Contents
 
 
 
Page
 
 
Number
 
 
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets as of October 31, 2016, April 30, 2016 and October 31, 2015
 
 
 
 
Consolidated Statements of Operations for the three and six months ended October 31, 2016 and 2015
 
 
 
 
Consolidated Statements of Comprehensive Loss for the three and six months ended October 31, 2016 and 2015
 
 
 
 
Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2016 and 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I. FINANCIAL INFORMATION

ITEM 1
FINANCIAL STATEMENTS 

1


LIBERTY TAX, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, 2016, April 30, 2016 and October 31, 2015
(In thousands, except share data)
 
 
October 31, 2016
 
April 30, 2016
 
October 31, 2015
Assets
 
(unaudited)
 
 

 
(unaudited)
Current assets:
 
 

 
 

 
 
Cash and cash equivalents
 
$
3,739

 
$
9,906

 
$
3,963

Receivables:
 
 
 
 

 
 

Accounts receivable
 
37,967

 
49,908

 
30,610

Notes receivable - current
 
43,658

 
26,710

 
43,815

Interest receivable
 
3,777

 
1,944

 
3,198

Allowance for doubtful accounts - current
 
(6,852
)
 
(6,840
)
 
(6,184
)
Total current receivables, net
 
78,550

 
71,722

 
71,439

Assets held for sale
 
18,083

 
9,886

 
9,658

Income taxes receivable
 
15,936

 
—

 
17,473

Deferred income tax asset
 
3,192

 
3,496

 
3,727

Other current assets
 
3,196

 
5,838

 
2,384

Total current assets
 
122,696

 
100,848

 
108,644

Property, equipment, and software, net of accumulated depreciation of $24,746, $21,052 and $18,799, respectively
 
41,487

 
40,957

 
39,695

Notes receivable, non-current
 
26,897

 
25,514

 
25,090

  Allowance for doubtful accounts, non-current
 
(2,139
)
 
(2,010
)
 
(1,891
)
Total notes receivables, non-current, net
 
24,758

 
23,504

 
23,199

Goodwill
 
4,124

 
4,228

 
3,157

Other intangible assets, net
 
16,966

 
16,270

 
14,002

Other assets
 
3,274

 
7,416

 
3,480

Total assets
 
$
213,305

 
$
193,223

 
$
192,177

Liabilities and Stockholders’ Equity
 
 

 
 

 
 
Current liabilities:
 
 

 
 

 
 
Current installments of long-term obligations
 
$
3,663

 
$
5,947

 
$
4,922

Accounts payable and accrued expenses
 
8,505

 
11,664

 
9,166

Due to area developers ("ADs")
 
9,210

 
24,977

 
8,138

Income taxes payable
 
—

 
3,581

 
—

Deferred revenue - current
 
4,455

 
4,682

 
6,265

Total current liabilities
 
25,833

 
50,851

 
28,491

Long-term obligations, excluding current installments, net of debt issuance costs of $80, $108 and $136, respectively
 
17,068

 
17,493

 
17,985

Revolving credit facility
 
66,635

 
—

 
57,301

Deferred revenue - non-current
 
5,905

 
7,056

 
7,655

Deferred income tax liability
 
9,107

 
6,322

 
4,747

Total liabilities
 
124,548

 
81,722

 
116,179

Commitments and contingencies
 
 

 
 

 
 
Stockholders’ equity:
 
 

 
 
 
 

Special voting preferred stock, $0.01 par value per share, 10 shares authorized, issued and outstanding
 
—

 
—

 
—

Class A common stock, $0.01 par value per share, 21,200,000 shares authorized, 12,709,355, 11,993,292 and 11,870,187 shares issued and outstanding, respectively
 
127

 
120

 
119

Class B common stock, $0.01 par value per share, 1,000,000 shares authorized, 200,000, 900,000 and 900,000 shares issued and outstanding, respectively
 
2

 
9

 
9

Exchangeable shares, $0.01 par value, 1,000,000 shares issued and outstanding
 
10

 
10

 
10

Additional paid-in capital
 
7,781

 
7,153

 
4,115

Accumulated other comprehensive loss, net of taxes
 
(1,850
)
 
(1,698
)
 
(1,572
)
Retained earnings
 
82,687

 
105,907

 
73,317

Total stockholders’ equity
 
88,757

 
111,501

 
75,998

Total liabilities and stockholders’ equity
 
$
213,305

 
$
193,223

 
$
192,177


See accompanying notes to condensed consolidated financial statements.

2


LIBERTY TAX, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Six Months Ended October 31, 2016 and 2015 (unaudited)
(In thousands, except share count and per share data)
 
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
2016
 
2015
 
2016
 
2015
Revenue:
 
 

 
 

 
 

 
 

Franchise fees
 
$
364

 
$
906

 
$
604

 
$
1,514

Area Developer fees
 
1,147

 
1,524

 
2,117

 
3,128

Royalties and advertising fees
 
1,329

 
1,273

 
2,784

 
3,018

Financial products
 
247

 
207

 
783

 
515

Interest income
 
2,596

 
2,309

 
5,254

 
4,315

Tax preparation fees, net of discounts
 
863

 
339

 
1,920

 
962

Other revenue
 
688

 
1,313

 
921

 
1,942

Total revenue
 
7,234

 
7,871

 
14,383

 
15,394

Operating expenses:
 
 

 
 

 
 

 
 

Employee compensation and benefits
 
8,914

 
8,183

 
18,596

 
16,816

Selling, general, and administrative expenses
 
9,207

 
8,752

 
17,486

 
16,512

Area Developer expense
 
561

 
656

 
1,021

 
1,381

Advertising expense
 
1,496

 
2,490

 
3,414

 
5,100

Depreciation, amortization, and impairment charges
 
1,815

 
1,838

 
3,827

 
3,507

Total operating expenses
 
21,993

 
21,919

 
44,344

 
43,316

Loss from operations
 
(14,759
)
 
(14,048
)
 
(29,961
)
 
(27,922
)
Other income (expense):
 
 
 
 
 
 
 
 
Foreign currency transaction loss
 
(17
)
 
—

 
(25
)
 
(25
)
Gain on sale of available-for-sale securities
 
—

 
—

 
50

 
—

Interest expense
 
(732
)
 
(486
)
 
(1,076
)
 
(887
)
Loss before income taxes
 
(15,508
)
 
(14,534
)
 
(31,012
)

(28,834
)
Income tax benefit
 
(6,166
)
 
(5,464
)
 
(12,240
)
 
(11,228
)
Net loss
 
$
(9,342
)
 
$
(9,070
)
 
$
(18,772
)
 
$
(17,606
)
Net loss per share of Class A and Class B common stock:
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.72
)
 
$
(0.71
)
 
$
(1.46
)
 
$
(1.38
)
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding basic and diluted
 
12,901,955

 
12,775,565

 
12,898,347

 
12,793,593

 
 
 
 
 
 
 
 
 
Dividends declared per share of common stock and common stock equivalents
 
$
0.16

 
$
0.16

 
$
0.32

 
$
0.32


See accompanying notes to condensed consolidated financial statements.

3


LIBERTY TAX, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
Three and Six Months Ended October 31, 2016 and 2015 (unaudited)
(In thousands)
 
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
2016
 
2015
 
2016
 
2015
Net loss
 
$
(9,342
)
 
$
(9,070
)
 
$
(18,772
)
 
$
(17,606
)
Unrealized gain on available-for-sale securities, net of taxes of $-, $-, $345 and $-, respectively
 
—

 
—

 
580

 
—

Reclassified gain on sale of available-for-sale securities included in income, net of taxes of $-, $-, $20 and $-, respectively
 
—

 
—

 
(30
)
 
—

Foreign currency translation adjustment
 
(271
)
 
(117
)
 
(702
)
 
(874
)
Comprehensive loss
 
$
(9,613
)
 
$
(9,187
)
 
$
(18,924
)
 
$
(18,480
)

 See accompanying notes to condensed consolidated financial statements.

4


LIBERTY TAX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six Months Ended October 31, 2016 and 2015 (unaudited)
(In thousands)
 
 
 
Six Months Ended October 31,
 
 
2016
 
2015
Cash flows from operating activities:
 
 

 
 

Net loss
 
$
(18,772
)
 
$
(17,606
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 

 
 

Provision for doubtful accounts
 
3,287

 
3,396

Depreciation, amortization, and impairment charges
 
3,827

 
3,507

Stock-based compensation expense
 
1,061

 
866

Gain on sale of available-for-sale securities
 
(50
)
 
—

Loss (gain) on bargain purchases and sales of Company-owned offices
 
59

 
(388
)
Deferred tax expense
 
2,635

 
5,578

Changes in accrued income taxes
 
(19,858
)
 
(19,620
)
Changes in other assets and liabilities
 
(11,198
)
 
(13,052
)
Net cash used in operating activities
 
(39,009
)
 
(37,319
)
Cash flows from investing activities:
 
 

 
 

Issuance of operating loans to franchisees
 
(23,865
)
 
(26,326
)
Payments received on operating loans to franchisees
 
1,766

 
1,316

Purchases of AD rights and Company-owned offices
 
(5,672
)
 
(1,341
)
Proceeds from sale of Company-owned offices and AD rights
 
983

 
2,569

Proceeds from sale of available-for-sale securities
 
5,049

 
—

Purchases of property, equipment and software
 
(3,092
)
 
(5,464
)
Net cash used in investing activities
 
(24,831
)
 
(29,246
)
Cash flows from financing activities:
 
 
 
 

Proceeds from the exercise of stock options
 
—

 
344

Repurchase of common stock
 
(39
)
 
(1,711
)
Dividends paid
 
(4,448
)
 
(4,415
)
Repayment of amounts due to former ADs and franchisees
 
(1,158
)
 
(2,318
)
Repayment of long-term obligations
 
(3,169
)
 
(308
)
Borrowings under revolving credit facility
 
66,809

 
57,668

Repayments under revolving credit facility
 
(174
)
 
(367
)
Tax benefit of stock option exercises
 
60

 
532

Net cash provided by financing activities
 
57,881

 
49,425

Effect of exchange rate changes on cash, net
 
(208
)
 
(284
)
Net decrease in cash and cash equivalents
 
(6,167
)
 
(17,424
)
Cash and cash equivalents at beginning of period
 
9,906

 
21,387

Cash and cash equivalents at end of period
 
$
3,739

 
$
3,963


  See accompanying notes to condensed consolidated financial statements.






5


LIBERTY TAX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six Months Ended July 31, 2016 and 2015 (unaudited)
(In thousands)
 
 
 
Six Months Ended October 31,
 
 
2016
 
2015
Supplemental disclosures of cash flow information:
 
 

 
 

Cash paid for interest, net of capitalized interest of $106 and $140, respectively
 
$
890

 
$
527

Cash paid for taxes, net of refunds
 
4,923

 
2,282

Accrued capitalized software costs included in accounts payable
 
40

 
350

During the six months ended October 31, 2016 and 2015, the Company acquired certain assets from ADs, franchisees, and third parties as follows:
 
 
 
 
Fair value of assets purchased
 
$
17,171

 
$
8,506

Receivables applied, net of amounts due ADs and related deferred revenue
 
(8,009
)
 
(6,490
)
Bargain purchase gains
 
(210
)
 
(383
)
Notes and accounts payable issued
 
(3,280
)
 
(292
)
Cash paid to ADs, franchisees and third parties
 
$
5,672

 
$
1,341

During the six months ended October 31, 2016 and 2015, the Company sold certain assets to ADs and franchisees as follows:
 
 

 
 

Book value of assets sold
 
$
6,529

 
$
3,625

Gain on sale - revenue deferred
 
617

 
1,688

Loss on sale - loss recognized
 
(235
)
 
(19
)
Notes received
 
(4,400
)
 
(2,725
)
Notes and accounts payable assumed
 
(1,528
)
 
—

Cash received from ADs and franchisees
 
$
983

 
$
2,569


See accompanying notes to condensed consolidated financial statements.

6


LIBERTY TAX, INC. AND SUBSIDIARIES
 
Notes to Condensed Consolidated Financial Statements
 
October 31, 2016 and 2015 (Unaudited)
 
(1) Organization and Significant Accounting Policies
 
Description of Business

Liberty Tax, Inc. (the "Company"), a Delaware corporation, is a holding company engaged through its subsidiaries as a franchisor and, to a lesser degree, an operator of a system of income tax preparation offices located in the United States and Canada. The Company's principal operations are conducted through JTH Tax, Inc. (d/b/a Liberty Tax Service), the Company's largest subsidiary. Through this system of income tax preparation offices, the Company also facilitates refund-based tax settlement financial products, such as refund transfer products and personal income tax refund discounting in Canada. The Company also offers online tax preparation services. All of the offices are operated under the Liberty Tax Service and SiempreTax+ brands.

The Company provides a substantial amount of lending to its franchisees and ADs. The Company allows franchisees and ADs to defer a portion of the franchise fee and AD fee, which are paid over time. The Company also offers its franchisees working capital loans to fund their operations between tax seasons.

The Company’s operating revenues are seasonal in nature, with peak revenues occurring in the months of January through April.  Therefore, results for interim periods are not indicative of results to be expected for the full year.

Unless the context requires otherwise, the terms "Liberty Tax," "Liberty Tax Service," "we," "the Company," "us," and "our" refer to Liberty Tax, Inc. and its consolidated subsidiaries.

 
Basis of Presentation
 
The condensed consolidated financial statements include the accounts of Liberty Tax, Inc. and its wholly-owned subsidiaries. Assets and liabilities of the Company's Canadian operations have been translated into U.S. dollars using the exchange rate in effect at the end of the period. Revenues and expenses have been translated using the average exchange rates in effect each month of the period. Foreign exchange transaction gains and losses are recognized when incurred. The Company consolidates any entities in which it has a controlling interest, the usual condition of which is ownership of a majority voting interest. The Company also considers for consolidation an entity in which the Company has certain interests where a controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity ("VIE"), is required to be consolidated by its primary beneficiary. The Company does not possess any ownership interests in franchisee entities; however, the Company may provide financial support to franchisee entities. Because the Company's franchise arrangements provide franchisee entities the power to direct the activities that most significantly impact their economic performance, the Company does not consider itself the primary beneficiary of any such entity that might be a VIE. Based on the results of management's analysis of potential VIEs, the Company has not consolidated any franchisee entities. The Company's maximum exposure to loss resulting from involvement with potential VIEs is attributable to accounts and notes receivables and future lease payments due from franchisees. When the Company does not have a controlling interest in an entity but exerts significant influence over the entity, the Company applies the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.
 
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information.  The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required only in annual financial statements.  Consolidated balance sheet data as of April 30, 2016 was derived from the Company’s April 30, 2016 Annual Report on Form 10-K filed on June 29, 2016.
 
In the opinion of management, all adjustments necessary for a fair presentation of such financial statements in accordance with GAAP have been recorded.  These adjustments consisted only of normal recurring items.  The accompanying consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in its April 30, 2016 Annual Report on Form 10-K filed on June 29, 2016.
 

7


Office Count

As a seasonal business, the Company works throughout the off season to open new offices, and at the same time, some of our franchisees will choose not to reopen for the next season. Some of these decisions are not made until January each year, and the Company will report office count information for the quarter ended January 31, 2017, once all offices have been opened.

Use of Estimates
 
Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period, to prepare these condensed consolidated financial statements and accompanying notes in conformity with GAAP. Actual results could differ from those estimates.
Accounting Pronouncements
On May 1, 2016, the Company adopted Accounting Standards Update ("ASU") 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt premiums and discounts, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which further clarifies the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-03 and 2015-15 applies retrospectively and does not change the recognition and measurement requirements for debt issuance costs. The adoption of ASU 2015-03 and 2015-15 resulted in the reclassification of $0.1 million, $0.1 million and $0.1 million of unamortized debt issuance costs related to the Company's borrowings from other assets to long-term obligations within our consolidated balance sheet as of October 31, 2016, April 30, 2016 and October 31, 2015, respectively.

On May 1, 2016, the Company adopted ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which effectively eliminates the presumption that a general partner should consolidate a limited partnership, modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIE"s) or voting interest entities, and affects the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The Company has completed its evaluation and has concluded there is no material impact from the adoption of the new standard on its consolidated financial statements.

On March 30, 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting (Topic 718), to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance will be effective for the Company beginning with its first quarterly filing in fiscal year 2018. Early adoption is permitted, including adoption in an interim period prior to fiscal 2018. The Company is currently evaluating the impact of the adoption of this newly issued guidance to its consolidated financial statements.

On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The update is intended to reduce the existing diversity in practice and is effective for the Company beginning with its first quarterly filing in fiscal year 2019. The Company is currently evaluating the impact of the adoption of this newly issued guidance to its consolidated financial statements.
 
Foreign Operations
 
Canadian operations contributed $0.3 million and $0.3 million in revenues for the three months ended October 31, 2016 and 2015, respectively and $1.2 million and $1.3 million in revenues for the six months ended October 31, 2016 and 2015.
 
(2) Accounts and Notes Receivable
 
The Company provides financing to ADs and franchisees for the purchase of franchises, areas, Company-owned offices, and operating loans for working capital and equipment needs. The franchise-related notes generally are payable over five years and the operating loans generally are due within one year. Most notes bear interest at an annual rate of 12%. 

Most of the notes receivable are due from the Company's ADs and franchisees and are collateralized by the underlying AD or franchise and, when the AD or franchise is an entity, are guaranteed by the owners of the respective entity. The debtors' ability to repay the notes is dependent upon both the performance of the tax preparation industry as a whole and the individual franchise or AD areas.
Accounts and notes receivable include royalties billed that relate to territories operated by franchisees located in AD territories and a portion of those accounts and notes receivable are payable to the AD. The Company has recorded amounts payable to ADs for their share of these receivables of $9.2 million, $25.0 million, and $8.1 million at October 31, 2016, April 30, 2016 and October 31, 2015, respectively.
At October 31, 2016, the Company had unfunded lending commitments for working capital loans to franchisees and ADs of $17.1 million through the end of the current fiscal year.

Allowance for Doubtful Accounts
The adequacy of the allowance for doubtful accounts is assessed on a quarterly basis and adjusted as deemed necessary. Management believes the recorded allowance is adequate based upon its consideration of the estimated fair value of the franchises and AD areas collateralizing the receivables. Any adverse change in the tax preparation industry or the individual franchise or AD areas could affect the Company's estimate of the allowance.
Activity in the allowance for doubtful accounts for the six months ended October 31, 2016 and 2015 was as follows: 
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Balance at beginning of period
 
$
8,623

 
$
8,141

 
$
8,850

 
$
7,355

Provision for doubtful accounts
 
1,907

 
1,695

 
3,287

 
3,396

Write-offs
 
(1,512
)
 
(1,747
)
 
(3,083
)
 
(2,576
)
Foreign currency adjustment
 
(27
)
 
(14
)
 
(63
)
 
(100
)
Balance at end of period
 
$
8,991

 
$
8,075

 
$
8,991

 
$
8,075



Management considers specific accounts and notes receivable to be impaired if the net amounts due exceed the fair value of the underlying franchise at the time of the annual valuation performed as of April 30 of each year, and estimates an allowance for doubtful accounts based on that excess. The Company performs its impairment analysis annually due to the seasonal nature of its operations. At the end of each fiscal quarter, the Company considers the activity during the period for accounts and notes receivable impaired at each prior fiscal year end and adjusts the allowance for doubtful accounts accordingly. While not specifically identifiable as of the balance sheet date, the Company's analysis of its past experience also indicates that a portion of other accounts and notes receivable may not be collectible. Net amounts due include contractually obligated accounts and notes receivable plus accrued interest, reduced by unrecognized revenue, the allowance for uncollected interest, amounts due ADs, and amounts owed to the franchisee by the Company. In establishing the fair value of the underlying franchise, management considers a variety of factors, including recent sales between franchisees, sales of Company-owned stores, net fees of open offices earned during the most recently completed tax season, and the number of unopened offices.


8


The allowance for doubtful accounts at October 31, 2016, April 30, 2016 and October 31, 2015, was allocated as follows:
 
 
October 31, 2016
 
April 30, 2016
 
October 31, 2015
 
 
(In thousands)
Impaired:
 
 

 
 
 
 

Notes and interest receivable, net of unrecognized revenue
 
$
9,595

 
$
12,960

 
$
6,076

Accounts receivable
 
6,257

 
7,083

 
4,987

Less amounts due to ADs and franchisees
 
(944
)
 
(1,426
)
 
(881
)
Amounts receivable less amounts due to ADs and franchisees
 
$
14,908

 
$
18,617

 
$
10,182

 
 
 
 
 
 
 
Allowance for doubtful accounts for impaired notes and accounts receivable
 
$
6,333

 
$
7,787

 
$
3,899

 
 
 
 
 
 
 
Non-impaired:
 
 

 
 
 
 

Notes and interest receivable, net of unrecognized revenue
 
$
64,737

 
$
41,208

 
$
66,027

Accounts receivable
 
31,710

 
42,825

 
25,623

Less amounts due to ADs and franchisees
 
(8,962
)
 
(26,183
)
 
(8,717
)
Amounts receivable less amounts due to ADs and franchisees
 
$
87,485

 
$
57,850

 
$
82,933

 
 
 
 
 
 
 
Allowance for doubtful accounts for non-impaired notes and accounts receivable
 
$
2,658

 
$
1,063

 
$
4,176

 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
Notes and interest receivable, net of unrecognized revenue
 
$
74,332

 
$
54,168

 
$
72,103

Accounts receivable
 
37,967

 
49,908

 
30,610

Less amounts due to ADs and franchisees
 
(9,906
)
 
(27,609
)
 
(9,598
)
Amounts receivable less amounts due to ADs and franchisees
 
$
102,393

 
$
76,467

 
$
93,115

 
 
 
 
 
 
 
Total allowance for doubtful accounts
 
$
8,991

 
$
8,850

 
$
8,075


The Company’s average investment in impaired notes receivable during the six months ended October 31, 2016 and 2015 was $11.3 million and $8.5 million, respectively.
 
Analysis of Past Due Receivables
Accounts receivable are considered to be past due if unpaid 30 days after billing and notes receivable are considered past due if unpaid 90 days after the due date. If it is determined the likelihood of collecting substantially all of the note and accrued interest is not probable the notes are put on non-accrual status. Accounts receivables unpaid as of April 30 each year often remain unpaid until the following tax season due to the seasonal nature of the Company's operations and franchisees' cash flows. Non-accrual notes that are paid current and expected to remain current are moved back into accrual status during the next annual review.
The breakdown of accounts and notes receivable past due at October 31, 2016 was as follows:
 
 
Past due
 
Current
 
Allowance for uncollectible interest
 
Total
receivables
 
 
(In thousands)
Accounts receivable
 
$
36,367

 
$
2,691

 
$
(1,091
)
 
$
37,967

Notes and interest receivable, net of unrecognized revenue
 
12,317

 
63,514

 
(1,499
)
 
74,332

Total accounts, notes and interest receivable
 
$
48,684

 
$
66,205

 
$
(2,590
)
 
$
112,299


9


 
The Company’s investment in notes receivable on non-accrual status was $11.5 million, $5.5 million and $10.5 million at October 31, 2016, April 30, 2016, and October 31, 2015, respectively. Payments received on notes in non-accrual status are applied to interest income first until the note is current and then to the principal note balance.


(3) Investments
During fiscal 2016, the Company purchased a corporate equity security for $5.0 million, which was classified as available-for-sale and reported in other non-current assets. The security was sold during the first half of fiscal 2017. A gain on the sale of $50,000 was recognized and reclassified out of accumulated other comprehensive income, net of taxes and recorded as other income. The Company had no such investments at October 31, 2015.

(4) Goodwill and Intangible Assets 
Changes in the carrying amount of goodwill for the six months ended October 31, 2016 and 2015 were as follows:

 
 
October 31, 2016
 
October 31, 2015
 
 
(In thousands)
Balance at beginning of period
 
$
4,228

 
$
3,377

Acquisitions of assets from franchisees
 
—

 
—

Disposals and foreign currency changes, net
 
(104
)
 
(220
)
Impairments
 
—

 
—

Balance at end of period
 
$
4,124

 
$
3,157

Components of intangible assets were as follows as of October 31, 2016, April 30, 2016 and October 31, 2015:
 
 
October 31, 2016
 
 
Weighted average amortization period
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
 
(In thousands)
Amortizable intangible assets:
 
 
 
 
 
 
 
 
Customer lists acquired from unrelated third parties
 
4 years
 
$
1,027

 
$
(478
)
 
$
549

Assets acquired from franchisees:
 
 
 
 
 
 
 
 
Customer lists
 
4 years
 
1,323

 
(605
)
 
718

Reacquired rights
 
2 years
 
466

 
(444
)
 
22

AD rights
 
10 years
 
21,790

 
(6,113
)
 
15,677

Total intangible assets
 
 
 
$
24,606

 
$
(7,640
)
 
$
16,966


 
 
April 30, 2016
 
 
Weighted average amortization period
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
 
(In thousands)
Amortizable intangible assets:
 
 
 
 
 
 
 
 
Customer lists acquired from unrelated third parties
 
4 years
 
$
1,027

 
$
(339
)
 
$
688

Assets acquired from franchisees:
 
 
 
 
 
 
 
 
Customer lists
 
4 years
 
1,380

 
(500
)
 
880

Reacquired rights
 
2 years
 
511

 
(482
)
 
29

AD rights
 
10 years
 
20,218

 
(5,545
)
 
14,673

Total intangible assets
 
 
 
$
23,136

 
$
(6,866
)
 
$
16,270


10



 
 
October 31, 2015
 
 
Weighted average amortization period
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
 
(In thousands)
Amortizable intangible assets:
 
 
 
 
 
 
 
 
Customer lists acquired from unrelated third parties
 
4 years
 
$
1,027

 
$
(169
)
 
$
858

Assets acquired from franchisees:
 
 
 
 
 
 
 
 
Customer lists
 
4 years
 
638

 
(571
)
 
67

Reacquired rights
 
2 years
 
463

 
(433
)
 
30

AD rights
 
10 years
 
17,720

 
(4,673
)
 
13,047

Total intangible assets
 
 
 
$
19,848

 
$
(5,846
)
 
$
14,002


During the six months ended October 31, 2016, the Company did not acquire any assets of U.S. or Canadian franchisees, or third parties that were not classified as assets held for sale. During the six months ended October 31, 2015, the Company acquired the assets of Canadian franchisees for $10,000, all of which were intangible assets consisting of customer lists and reacquired rights.

(5) Assets Held For Sale
At the end of the second quarter of fiscal 2017 and 2016, assets acquired from U.S. franchisees were classified as assets held for sale. During the six months ended October 31, 2016, the Company acquired $13.6 million in assets from U.S. franchisees and third parties that were first accounted for as business combinations, with the value allocated to customer lists and reacquired rights of $6.5 million and goodwill of $7.1 million prior to being recorded as assets held for sale. The value of assets acquired includes $0.8 million of estimated contingent consideration that is included in long-term obligations as due to former ADs and franchisees. During the six months ended October 31, 2015, the Company acquired $6.9 million in assets from U.S. franchisees and third parties that were first accounted for as business combinations, with the value allocated to customer lists and reacquired rights of $3.0 million and goodwill of $3.9 million prior to being recorded as assets held for sale. The acquired businesses are operated as Company-owned offices until a buyer is located and a new franchise agreement is entered into.

Changes in the carrying amount of assets held for sale for the six months ended October 31, 2016 and 2015 were as follows:

 
Six Months Ended October 31,
 
2016
 
2015
 
(In thousands)
Balance at beginning of period
$
9,886

 
$
5,160

Reacquired, acquired from third parties, and other
13,647

 
6,905

Dispositions and impairments
(5,450
)
 
(2,407
)
Balance at end of period
$
18,083

 
$
9,658



11


(6) Long-Term Obligations
 
The Company has a credit facility that consists of a $21.2 million term loan and a revolving credit facility that currently allows borrowing of up to $203.8 million with an accordion feature that permits the Company to request an increase in availability of up to an additional $50.0 million. Outstanding borrowings accrue interest, which is paid monthly at a rate of the one-month London Interbank Offered Rate ("LIBOR") plus a margin ranging from 1.50% to 2.25% depending on the Company’s leverage ratio. On August 18, 2016, the Company amended its credit facility, to provide for a modification of certain loan covenants to increase the Company’s leverage ratio during the third quarter of each fiscal year. The amendment makes available additional funds due to an expected delay in our cash flows from the Internal Revenue Service until at least February 15, 2017 for taxpayers who claim refundable credits.

At October 31, 2016 and 2015, the average interest rate paid during the six months ended October 31, 2016 and 2015 was 2.16% and 1.81%, respectively. The indebtedness is collateralized by substantially all the assets of the Company and both loans mature on April 30, 2019 (except as to the commitments of one lender that has a small balance under the revolving credit facility, which mature on September 30, 2017). 

The credit facility contains certain financial covenants that the Company must meet, including leverage and fixed-charge coverage ratios as well as minimum net worth requirements. In addition, the Company must reduce the outstanding balance under its revolving loan to zero for a period of at least 45 consecutive days each fiscal year. The Company was in compliance with the financial covenants at October 31, 2016. 
Long-term obligations at October 31, 2016, April 30, 2016, and October 31, 2015 consisted of the following:
 
 
October 31, 2016
 
April 30, 2016
 
October 31, 2015
 
 
(In thousands)
Credit Facility:
 
 

 
 
 
 

Revolver
 
$
66,635

 
$
—

 
$
57,301

Term loan, net of debt issuance costs
 
17,983

 
18,884

 
20,051

 
 
84,618

 
18,884

 
77,352

Due former ADs franchisees and third parties
 
2,748

 
2,317

 
601

Mortgages
 
—

 
2,239

 
2,255

 
 
87,366

 
23,440

 
80,208

Less: current installments
 
(3,663
)
 
(5,947
)
 
(4,922
)
Long-term obligations
 
$
83,703

 
$
17,493

 
$
75,286


As discussed in Note 1, the adoption of ASU 2015-03 and ASU 2015-15 resulted in the reclassification of $0.1 million, $0.1 million and $0.1 million of unamortized debt issuance costs related to the Company's borrowings from other assets to long-term obligations within our consolidated balance sheet for each period ended October 31, 2016, April 30, 2016 and October 31, 2015, respectively.

 
(7) Income Taxes
 
The Company computes its provision for, or benefit from, income taxes by applying the estimated annual effective tax rate to income or loss from recurring operations and adjusting for the effects of any discrete income tax items specific to the period.


12


(8) Stockholders’ Equity

Stockholders' Equity Activity
During the six months ended October 31, 2016 and 2015, activity in stockholders’ equity was as follows:
 
 
Six Months Ended October 31,
 
 
2016
 
2015
 
 
(in thousands, except for share amounts)
Class A common stock issued from the exercise of stock options
 
—

 
22,110

Class A common stock issued from the vesting of restricted stock and as Board of Directors compensation
 
18,800

 
13,556

Class B common stock converted to Class A common shares
 
700,000

 
—

Class A common stock repurchased
 
3,118

 
70,635

 
 
 
 
 
Proceeds from exercise of stock options
 
$
—

 
$
344

Stock-based compensation expense
 
$
1,061

 
$
866

Repurchase of common stock
 
$
39

 
$
1,711

Tax effect of stock option exercises
 
$
(394
)
 
$
532

Dividends declared
 
$
4,448

 
$
4,415


During the six months ended October 31, 2016, the sole holder of the Company's Class B common stock converted 700,000 of those shares to the Company's Class A common stock on a one-for-one basis and for no additional consideration.

Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss at October 31, 2016, April 30, 2016 and October 31, 2015 were as follows.
 
 
October 31, 2016
 
April 30, 2016
 
October 31, 2015
 
 
(In thousands)
Foreign currency adjustment
 
$
(1,850
)
 
$
(1,148
)
 
$
(1,572
)
Unrealized loss on available-for-sale securities, net of taxes of $-, $324, and $-, respectively
 
—

 
(550
)
 
—

Total accumulated other comprehensive loss
 
$
(1,850
)
 
$
(1,698
)
 
$
(1,572
)

Net Income (Loss) per Share
 
Net income (loss) per share of Class A and Class B common stock is computed using the two-class method. Basic net income (loss) per share is computed by allocating undistributed earnings to common stock and participating securities (exchangeable shares) and using the weighted-average number of common stock outstanding during the period.  Undistributed losses are not allocated to participating securities because they do not meet the required criteria for such allocation. 
 
Diluted net income (loss) per share is computed using the weighted-average number of common stock and, if dilutive, the potential common stock outstanding during the period. Potential common stock consist of the incremental common stock issuable upon the exercise of stock options and vesting of restricted stock units. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. Additionally, the computation of the diluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock and exchangeable shares, if dilutive, while the diluted net loss per share of Class B common stock does not assume conversion of those shares.
 
The rights, including liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, with the exception of the election of directors. As a result, the undistributed earnings for each year are allocated based

13


on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year had been distributed.  Participating securities have dividend rights that are identical to Class A and Class B common stock.
The computation of basic and diluted net loss per share for the three and six months ended October 31, 2016 and 2015 is as follows:
 
 
Three Months Ended 
 October 31, 2016
 
Three Months Ended 
 October 31, 2015
 
 
Class A
 
Class B
 
Class A
 
Class B
 
 
Common Stock
 
Common Stock
 
Common Stock
 
Common Stock
 
 
(in thousands, except for share and per
share amounts)
Basic and diluted net loss per share:
 
 

 
 

 
 

 
 

Numerator
 
 

 
 

 
 

 
 

Allocation of undistributed losses
 
$
(9,172
)
 
$
(170
)
 
$
(8,431
)
 
$
(639
)
Denominator
 
 
 
 
 
 
 
 
Weighted-average common stock outstanding
 
12,667,172

 
234,783

 
11,875,565

 
900,000

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(0.72
)
 
$
(0.72
)
 
$
(0.71
)
 
$
(0.71
)
 
 
 
 
 
 
 
 
 

As a result of the net losses for the periods shown, diluted net loss per share excludes the impact of shares of potential common stock from the exercise of options to purchase 1,180,412 and 1,116,627 shares for the three months ended October 31, 2016 and 2015, respectively, because the effect would be anti-dilutive.

 
 
Six Months Ended 
 October 31, 2016
 
Six Months Ended 
 October 31, 2015
 
 
Class A
 
Class B
 
Class A
 
Class B
 
 
Common Stock
 
Common Stock
 
Common Stock
 
Common Stock
 
 
(in thousands, except for share and per
share amounts)
Basic and diluted net loss per share:
 
 

 
 

 
 

 
 

Numerator
 
 

 
 

 
 

 
 

Allocation of undistributed losses
 
$
(18,292
)
 
$
(480
)
 
$
(16,368
)
 
$
(1,238
)
Denominator
 
 
 
 
 
 
 
 
Weighted-average common stock outstanding
 
12,568,999

 
329,348

 
11,893,593

 
900,000

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(1.46
)
 
$
(1.46
)
 
$
(1.38
)
 
$
(1.38
)
 
 
 
 
 
 
 
 
 

As a result of the net losses for the periods shown, diluted net loss per share excludes the impact of shares of potential common stock from the exercise of options to purchase 1,191,785 and 1,124,558 shares for the six months ended October 31, 2016 and 2015, respectively, because the effect would be anti-dilutive.


(9) Stock Compensation Plans
 
Stock Options
 
The Company has an equity and cash incentive plan, for the issuance of up to 2,500,000 shares of Class A common stock in which employees and outside directors are eligible to receive awards. At October 31, 2016, 1,453,361 shares of Class A common stock remain available for grant. There were 172,048 options granted during the six months ended October 31, 2016.
Stock option activity during the six months ended October 31, 2016 was as follows:

14


 
 
Number of
options
 
Weighted
average
exercise price
Balance at beginning of period
 
1,264,562

 
$
19.77

Granted
 
172,048

 
12.43

Exercised
 
—

 
—

Expired or forfeited
 
(273,950
)
 
17.23

Balance at end of period
 
1,162,660

 
19.28


Intrinsic value is defined as the market value of the stock less the cost to exercise. There were no options exercised during the six months ended October 31, 2016. The total intrinsic value of stock options outstanding at October 31, 2016 was less than $0.1 million. Stock options vest from six months to five years from the date of grant and expire from four to five years after the vesting date.
Nonvested stock options activity during the six months ended October 31, 2016 was as follows: 
 
 
Nonvested
options
 
Weighted
average
exercise price
Balance at beginning of period
 
389,053

 
$
24.76

Granted
 
172,048

 
12.43

Vested
 
(169,054
)
 
23.82

Forfeited
 
—

 
—

Balance at end of period
 
392,047

 
19.76

 
At October 31, 2016, unrecognized compensation costs related to nonvested stock options were $1.7 million. These costs are expected to be recognized through fiscal 2021.
The following table summarizes information about stock options outstanding and exercisable at October 31, 2016:
 
 
Options Outstanding
 
Options Exercisable
Range of exercise prices
 
Number of shares outstanding
 
Weighted average exercise price
 
Weighted average remaining contractual life (in years)
 
Number of options exercisable
 
Weighted average exercise price
 
 
 
 
 
$10.51 - $15.00
 
475,981

 
$
14.07

 
2.4
 
303,933

 
$
15.00

16.38 - 19.75
 
290,876

 
17.90

 
3.5
 
263,876

 
17.94

22.18 - 29.48
 
330,387

 
25.22

 
5.0
 
167,387

 
25.09

33.38
 
65,416

 
33.38

 
5.0
 
35,417

 
33.38


 
1,162,660

 
19.28

 

 
770,613

 
19.04



Restricted Stock Units
 
Restricted stock activity during the six months ended October 31, 2016 was as follows:
 
 
Number of
Restricted stock units
 
Weighted
average fair value at grant date
Balance at beginning of period
 
42,792

 
$
26.10

Granted
 
13,552

 
12.79

Vested
 
(17,118
)
 
24.58

Forfeited
 
(9,108
)
 
31.53

Balance at end of period
 
30,118

 
19.33

 

15


At October 31, 2016, unrecognized compensation costs related to restricted stock units were $0.5 million. These costs are expected to be recognized through fiscal 2019.

(10) Fair Value of Financial Instruments
 
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities subject to fair value measurements on a recurring basis are classified according to a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Valuation methodologies for the fair value hierarchy are as follows:
 
•
Level 1 — Quoted prices for identical assets and liabilities in active markets.
 
•
Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.

•
Level 3 — Unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.

The Company measures or monitors certain of its assets and liabilities on a fair value basis. Fair value is used on a recurring basis for those assets and liabilities for which fair value is the primary basis of accounting. Other assets and liabilities are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The following tables present, at October 31, 2016, April 30, 2016 and October 31, 2015, for each of the fair value hierarchy levels, the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis (in thousands):
 
 
October 31, 2016
 
 
 
 
Fair value measurements using
 
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 

 
 

 
 

Nonrecurring:
 
 

 
 

 
 

 
 

Impaired accounts and notes receivable
 
$
9,519

 
$
—

 
$
—

 
$
9,519

 
 

 


 

 

Liabilities:
 
 

 
 

 
 

 
 

Recurring:
 
 

 
 

 
 

 
 

Obligations due former ADs and franchisees
 
$
798

 
$
—

 
$
—

 
$
798


16



 
 
April 30, 2016
 
 
 
 
Fair value measurements using
 
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 

 
 

 
 

Recurring:
 
 

 
 

 
 

 
 

Cash equivalents
 
$
7,140

 
$
7,140

 
$
—

 
$
—

Available-for-sale securities
 
4,123

 
4,123

 
—

 
—

Total recurring assets
 
11,263

 
11,263

 
—

 
—

Nonrecurring:
 
 

 
 

 
 

 
 

Impaired accounts and notes receivable
 
12,256

 
—

 
—

 
12,256

Impaired goodwill
 
63

 
—

 
—

 
63

Impaired reacquired rights
 
28

 
—

 
—

 
28

Impaired customer lists
 
34

 
—

 
—

 
34

Assets held for sale
 
9,886

 
—

 
—

 
9,886

Total nonrecurring assets
 
22,267

 
—

 
—

 
22,267

Total recurring and nonrecurring assets
 
$
33,530

 
$
11,263

 
$
—

 
$
22,267



 
 
October 31, 2015
 
 
 
 
Fair value measurements using
 
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 

 
 

 
 

Nonrecurring:
 
 

 
 

 
 

 
 

Impaired accounts and notes receivable
 
$
7,164

 
$
—

 
$
—

 
$
7,164



The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of level 1 or 2 requiring fair value measurements for each of the six months ended October 31, 2016 and 2015.

The following methods and assumptions are used to estimate the fair value of our financial instruments.
 
Cash equivalents: The carrying amounts approximate fair value because of the short maturity of these instruments. Cash equivalent financial instruments consist of money market accounts.

Available-for-sale securities: Available-for-sale securities are carried at their aggregate fair value. Fair values for available-for-sale securities are based on published market prices.

Impaired accounts and notes receivable: Accounts and notes receivable are considered to be impaired if the net amounts due exceed the fair value of the underlying franchise or if management considers it probable that all principal and interest will not be collected when contractually due. In establishing the estimated fair value of the underlying franchise, consideration is given to recent sales between franchisees, sales of Company-owned stores, the net fees of open offices, and the number of unopened offices.

Impaired goodwill, reacquired rights, and customer lists: Goodwill, reacquired rights and customer lists associated with a Company-owned office are considered to be impaired if the net carrying amount exceeds the fair value of the underlying office. In establishing the fair value of the underlying office, consideration is given to the related net fees and marketplace transactions.

Assets held for sale: Assets held for sale are recorded at the lower of the carrying value or the sales price, less costs to sell, which approximates fair value. The sales price is calculated as a percentage of prior year net fees and marketplace transactions.

17



Obligations due former ADs and franchisees: Obligations due former ADs and franchisees related to estimated contingent consideration are carried at fair value. The fair value of these obligations was determined using a discounted cash flow model.

Impaired online software and acquired online customer lists: The online software and acquired online customer lists are considered to be impaired if the net carrying amount of these assets exceeds the fair value of these assets. The fair value of these assets was determined using a discounted cash flow model.

Other Fair Value Measurements

Additionally, accounting standards require the disclosure of the estimated fair value of financial instruments that are not recorded at fair value. For the financial instruments that the Company does not record at fair value, estimates of fair value are made at a point in time based on relevant market data and information about the financial instrument. No readily available market exists for a significant portion of the Company's financial instruments. Fair value estimates for these instruments are based on current economic conditions, interest rate risk characteristics, and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the calculated fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following methods and assumptions were used by the Company in estimating fair value of these financial instruments.

Receivables other than notes, other current assets, accounts payable, and accrued expenses, and due to ADs: The carrying amounts approximate fair value because of the short maturity of these instruments.

Notes receivable: The carrying amount approximates fair value because the interest rate charged by the Company on these notes approximates rates currently offered by local lending institutions for loans of similar terms to individuals/entities with comparable credit risk (Level 3).

Long-term obligations: The carrying amount approximates fair value because the interest rate paid has a variable component (Level 2).

(11) Related Party Transactions
The Company considers directors and their affiliated companies, as well as executive officers and members of their immediate families, to be related parties.
During fiscal 2015, the Company entered into a multi-year contract to purchase a license for the use of Canadian tax software at a price of $0.7 million from a company in which it has an investment accounted for under the equity method. One of the members of the Company's Board of Directors is affiliated with the company providing this service. This contract expired during the second quarter of fiscal 2017. At that same time, the Company entered into a new three year contract with the same company at a price of $0.9 million.

(12) Commitments and Contingencies

In the ordinary course of operations, the Company may become a party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the Company's business, financial condition, cash flows, or results of operations.
The Company is also party to claims and lawsuits that are considered to be ordinary, routine litigation incidental to the business, including claims and lawsuits concerning the preparation of customers' income tax returns, the fees charged to customers for various products and services, relationships with franchisees, intellectual property disputes, employment matters, and contract disputes. Although the Company cannot provide assurance that it will ultimately prevail in each instance, it believes the amount, if any, it will be required to pay in the discharge of liabilities or settlements in these claims will not have a material adverse impact on its consolidated results of operations or financial position.


18


(13) Subsequent Events

    
On November 10, 2016, the Board of Directors approved up to $5 million for an area developer repurchase auction program. The actual amount expended on the area developer repurchase auction program will reduce the amount authorized under the share repurchase program.

On December 6, 2016, the Board of Directors approved a quarterly cash dividend to stockholders of $0.16 per share payable on January 23, 2017 to holders of record of common stock and common stock equivalents on January 12, 2017.


    

19


ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Special Note Regarding Forward-Looking Statements
 
This quarterly report contains forward-looking statements concerning our business, operations, financial performance, and condition as well as our plans, objectives, and expectations for our business operations and financial performance and condition. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts, projections about our business and the industry in which we operate, and our management’s beliefs and assumptions. They are not guarantees of future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this quarterly report may turn out to be inaccurate. Factors that may cause such differences include, but are not limited to, the risks described under “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2016 and risks described in all other filings with the U.S. Securities and Exchange Commission ("SEC"), including:
 
•
our inability to sustain growth at our historical pace;
 
•
the seasonality of our business;

•
the continued service of our senior management team and our ability to attract additional talent;
 
•
our inability to secure reliable sources of the tax settlement products we make available to our customers; 
 
•
government regulation and oversight, including the regulation of our tax settlement products such as refund transfers and loan settlement products;
 
•
government initiatives that simplify tax return preparation, improve the timing and efficiency of processing tax returns, limit payments to tax preparers or decrease the number of tax returns filed or the size of the refunds;

•
government initiatives to pre-populate income tax returns;
 
•
the effect of regulation of the products and services that we offer, including changes in laws and regulations;
 
•
the possible characterization of refund transfers as a form of loan or extension of credit;
 
•
changes in the tax settlement products offered to our customers that make our services less attractive to customers or more costly to us;
 
•
our ability to maintain relationships with our tax settlement product service providers;

•
any potential non-compliance, fraud or other misconduct by our franchisees or employees;
 
•
our ability and the ability of our franchisees to comply with legal and regulatory requirements;

•
failures by our franchisees and their employees to comply with their contractual obligations to us and with laws and regulations, to the extent these failures affect our reputation or subject us to legal risk;
 
•
the ability of our franchisees to open new territories and operate them successfully;
 
•
the ability of our franchisees to generate sufficient revenue to repay their indebtedness to us;

•
our ability to manage Company-owned offices;

•
our exposure to litigation;

20


 
•
our ability and our franchisees’ ability to protect customers’ personal information, including from a cyber-security incident; 

•
the impact of identity-theft concerns on customer attitudes toward our services;

•
our ability to access the credit markets and satisfy our covenants to lenders;
 
•
challenges in deploying accurate tax software in a timely way each tax season;

•
delays in the commencement of the tax season attributable to Congressional action affecting tax matters and the resulting inability of federal and state tax agencies to accept tax returns on a timely basis, or other changes that have the effect of delaying the tax refund cycle;
 
•
competition in the tax preparation market;

•
the effect of federal and state legislation that affects the demand for paid tax preparation, such as the Affordable Care Act and potential immigration reform;
 
•
our reliance on technology systems, and electronic communications;
 
•
our ability to effectively deploy software in a timely manner and with all the features our customers require;

•
the impact of any acquisitions or dispositions, including our ability to integrate acquisitions and capitalize on their anticipated synergies; and

•
other factors, including the risk factors discussed in our latest annual report filed with the SEC.

Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. These forward-looking statements speak only as of the date of this quarterly report. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. A potential investor or other vendor should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this quarterly report.

Overview
 
We are one of the leading providers of tax preparation services in the United States and Canada, last year we operated 4,487 tax offices. As measured by the number of returns prepared, we believe we are the second largest retail preparer of individual tax returns in the both the United States and Canada. Our tax preparation services and related tax settlement products are offered primarily through franchised locations, although we operate a limited number of Company-owned offices each tax season. See Note 1 "Description of Business and Summary of Significant Accounting Policies" in the notes to Consolidated Financial Statements in our Annual Report on form 10-K for the fiscal year ended April 30, 2016, for detail of the U.S. office activity and the number of Canadian and Company-owned offices for the years ended April 30, 2016, 2015 and 2014.

Our revenue primarily consists of the following components:
 
•
Franchise Fees: Our standard franchise fee per territory ranges from $20,000 to $40,000 and we offer our franchisees flexible structures and financing options for franchise fees. Franchise fee revenue is recognized when our obligations to prepare the franchisee for operation are substantially complete and as cash is received.
•
Area Developer ("AD") Fees: Our fees for AD areas vary based on our assessment of the revenue potential of each AD area and also depend on the performance of any existing franchisees within the AD area being sold. Our ADs generally receive 50% of franchise fees, royalties, and a portion of the interest income derived from territories located in their area. AD fees received are recognized as revenue on a straight-line basis over the initial contract term of each AD agreement, which has historically been ten years, with the cumulative amount of revenue recognized not to exceed the amount of cash received. We changed the term of new and renewal AD contracts to six years beginning in July 2014.

21


•
Royalties: Our franchise agreements require franchisees to pay us a base royalty typically equal to 14% of the franchisee's tax preparation revenue, subject to certain specified minimums.
•
Advertising Fees: Our franchise agreements require all franchisees to pay us an advertising fee of 5% of the franchisee's tax preparation revenue, which we use primarily to fund collective advertising efforts.
•
Financial Products: We offer two types of tax settlement financial products: refund transfer products, which involve providing a means by which a customer may receive his or her refund more quickly and conveniently, and refund-based loans. We earn fees from the arranging of the sale of these financial products.
•
Interest Income: We earn interest income from our franchisees and ADs related to both indebtedness for the unpaid portions of their franchise fees and AD territory fees, and for other loans we extend to our franchisees related to the operation of their territories. For franchise fees and AD loans upon which the underlying revenue has not been recognized, we recognize the interest income only to the extent of actual payment. We also earn interest on our accounts receivable.
•
Tax Preparation Fees: We earn tax preparation fees, net of discounts, directly from both the operation of Company-owned offices and providing tax preparation services through our online tax return products.

We operate Company-owned offices that are held for sale. If these offices remain unsold at the start of a tax season we will operate them for the tax season with the intent of selling them to qualified franchisees the next year and as a result the number of Company-owned offices will vary from year to year.

For purposes of this section and throughout this quarterly report, all references to “fiscal 2017” and “fiscal 2016” refer to our fiscal years ending April 30, 2017 and ended April 30, 2016, respectively, and corresponding references to fiscal quarters are references to quarters within those fiscal years. For purposes of this section and throughout this quarterly report, all references to “year” or “years” are the respective fiscal year or years ended April 30 unless otherwise noted in this quarterly report, and all references to “tax season” refer to the period between January 1 and April 30 of the referenced year.

Results of Operations
The table below shows results of operations for the three and six months ended October 31, 2016 and 2015.
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
(dollars in thousands)
 
 
Total revenue
 
$
7,234

 
$
7,871

 
$
(637
)
 
(8
)%
 
$
14,383

 
$
15,394

 
$
(1,011
)
 
(7
)%
Loss from operations
 
(14,759
)
 
(14,048
)
 
(711
)
 
5
 %
 
(29,961
)
 
(27,922
)
 
(2,039
)
 
7
 %
Net loss
 
(9,342
)
 
(9,070
)
 
(272
)
 
3
 %
 
(18,772
)
 
(17,606
)
 
(1,166
)
 
7
 %
Revenue. The table below sets forth the components and changes in our revenue for the three and six months ended October 31, 2016 and 2015.

22


 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
(dollars in thousands)
 
Franchise fees
 
$
364

 
$
906

 
$
(542
)
 
(60
)%
 
$
604

 
$
1,514

 
$
(910
)
 
(60
)%
Area Developer fees
 
1,147

 
1,524

 
(377
)
 
(25
)%
 
2,117

 
3,128

 
(1,011
)
 
(32
)%
Royalties and advertising fees
 
1,329

 
1,273

 
56

 
4
 %
 
2,784

 
3,018

 
(234
)
 
(8
)%
Financial products
 
247

 
207

 
40

 
19
 %
 
783

 
515

 
268

 
52
 %
Interest income
 
2,596

 
2,309

 
287

 
12
 %
 
5,254

 
4,315

 
939

 
22
 %
Tax preparation fees, net of discounts
 
863

 
339

 
524

 
155
 %
 
1,920

 
962

 
958

 
100
 %
Other revenue
 
688

 
1,313

 
(625
)
 
(48
)%
 
921

 
1,942

 
(1,021
)
 
(53
)%
Total revenue
 
$
7,234

 
$
7,871

 
$
(637
)
 
(8
)%
 
$
14,383

 
$
15,394

 
$
(1,011
)
 
(7
)%
 
For the three months ended October 31, 2016, total revenue decreased $0.6 million, or 8%, to $7.2 million compared to $7.9 million for the same period last year. Other revenue decreased $0.6 million due to a reduction in the gain on the sale of Company-owned stores as well as a decline in commission and transfer fees. In addition, franchise fees decreased $0.5 million due to lower new territory sales and Area Developer fees were down $0.4 million as a result of revenue from prior year sales that have now been fully recognized over the life of the original agreements. The decreases were partially offset by an increase in tax preparation fees, net of discounts of $0.5 million related to an increase in the number of Company-owned stores operated in fiscal 2017, as well as an increase in interest income of $0.3 million.

For the six months ended October 31, 2016, total revenue decreased $1.0 million, or 7%, to $14.4 million compared to $15.4 million in the comparable prior year period. The decrease was due primarily to a reduction in Area Developer fees of $1.0 million as a result of revenue from prior year sales that have now been fully recognized over the life of the original agreements; a decrease in other revenue of $1.0 million primarily due to a decrease in the gain on the sale of Company-owned stores as well as commissions and transfer fees. In addition, franchise fees decreased $0.9 million due to lower new territory sales. The decreases were partially offset by an increase in tax preparation fees, net of discounts of $1.0 million related to an increase in the number of Company-owned stores operated in fiscal 2017, and an increase in interest income of $0.9 million.


Operating expenses.    The table below details the amounts and changes in our operating expenses for the three and six months ended October 31, 2016 and 2015.
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
 
(dollars in thousands)
Employee compensation and benefits
 
$
8,914

 
$
8,183

 
$
731

 
9
 %
 
$
18,596

 
$
16,816

 
$