10-Q


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, 2015
 
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 December 3, 2015 was 11,872,144 shares.

The number of shares outstanding of the registrant's Class B common stock as of December 3, 2015 was 900,000 shares.



LIBERTY TAX, INC.
 
Form 10-Q for the Period Ended October 31, 2015
 
Table of Contents
 
 
 
Page
 
 
Number
 
 
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets as of October 31, 2015, April 30, 2015 and October 31, 2014
 
 
 
 
Consolidated Statements of Operations for the three and six months ended October 31, 2015 and 2014
 
 
 
 
Consolidated Statements of Comprehensive Loss for the three and six months ended October 31, 2015 and 2014
 
 
 
 
Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2015 and 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I 

ITEM 1
FINANCIAL STATEMENTS 

3


LIBERTY TAX, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, 2015, April 30, 2015 and October 31, 2014
(In thousands, except share data)
 
 
October 31, 2015
 
April 30, 2015
 
October 31, 2014
Assets
 
(unaudited)
 
 

 
(unaudited)
Current assets:
 
 

 
 

 
 
Cash and cash equivalents
 
$
3,963

 
$
21,387

 
$
4,605

Receivables:
 
 
 
 

 
 

Accounts receivable
 
30,610

 
46,121

 
28,407

Notes receivable - current
 
43,815

 
24,465

 
41,114

Interest receivable
 
3,198

 
1,033

 
2,493

Allowance for doubtful accounts - current
 
(6,184
)
 
(5,692
)
 
(5,437
)
Total current receivables, net
 
71,439

 
65,927

 
66,577

Assets held for sale
 
9,658

 
5,160

 
5,398

Income taxes receivable
 
17,473

 
—

 
20,647

Deferred income tax asset
 
3,727

 
6,921

 
4,013

Other current assets
 
2,384

 
6,470

 
3,789

Total current assets
 
108,644

 
105,865

 
105,029

Property, equipment, and software, net of accumulated depreciation of $18,799, $18,951 and $24,936, respectively
 
39,695

 
36,232

 
41,635

Notes receivable, non-current
 
25,090

 
22,416

 
24,002

  Allowance for doubtful accounts, non-current
 
(1,891
)
 
(1,663
)
 
(1,708
)
Total notes receivables, non-current, net
 
23,199

 
20,753

 
22,294

Goodwill
 
3,157

 
3,377

 
2,978

Other intangible assets, net
 
14,002

 
14,672

 
12,134

Other assets
 
3,616

 
3,247

 
2,553

Total assets
 
$
192,313

 
$
184,146

 
$
186,623

Liabilities and Stockholders’ Equity
 
 

 
 

 
 
Current liabilities:
 
 

 
 

 
 
Current installments of long-term debt
 
$
4,922

 
$
3,934

 
$
1,965

Accounts payable and accrued expenses
 
9,166

 
17,321

 
11,798

Due to area developers ("ADs")
 
8,138

 
24,340

 
8,010

Income taxes payable
 
—

 
2,147

 
—

Deferred revenue - current
 
6,265

 
6,076

 
7,224

Total current liabilities
 
28,491

 
53,818

 
28,997

Long-term debt, excluding current installments
 
18,121

 
21,463

 
22,119

Revolving credit facility
 
57,301

 
—

 
51,711

Deferred revenue - non-current
 
7,655

 
7,640

 
8,368

Deferred income tax liability
 
4,747

 
2,363

 
5,158

Total liabilities
 
116,315

 
85,284

 
116,353

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, 11,870,187, 11,905,156 and 11,704,797 shares issued and outstanding, respectively
 
119

 
119

 
117

Class B common stock, $0.01 par value per share, 1,000,000 shares authorized, 900,000 shares issued and outstanding
 
9

 
9

 
9

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

 
10

 
10

Additional paid-in capital
 
4,115

 
4,082

 
1,365

Accumulated other comprehensive income (loss), net of taxes
 
(1,572
)
 
(697
)
 
(112
)
Retained earnings
 
73,317

 
95,339

 
68,881

Total stockholders’ equity
 
75,998

 
98,862

 
70,270

Total liabilities and stockholders’ equity
 
$
192,313

 
$
184,146

 
$
186,623


See accompanying notes to condensed consolidated financial statements.

4


LIBERTY TAX, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Six Months Ended October 31, 2015 and 2014 (unaudited)
(In thousands, except share count and per share data)
 
 
 
Three Months Ended October 31,
Six Months Ended October 31,
 
 
2015
 
2014
2015
 
2014
Revenue:
 
 

 
 

 

 
 

Franchise fees
 
$
906

 
$
1,324

$
1,514

 
$
2,028

AD fees
 
1,524

 
1,649

3,128

 
3,474

Royalties and advertising fees
 
1,273

 
1,199

3,018

 
2,893

Financial products
 
207

 
200

515

 
657

Interest income
 
2,309

 
1,784

4,315

 
3,978

Tax preparation fees, net of discounts
 
339

 
391

962

 
906

Other revenue
 
1,313

 
1,187

1,942

 
1,637

Total revenue
 
7,871

 
7,734

15,394

 
15,573

Operating expenses:
 
 

 
 

 

 
 

Employee compensation and benefits
 
8,183

 
9,679

16,816

 
18,120

Selling, general, and administrative expenses
 
8,752

 
10,339

16,512

 
17,838

AD expense
 
656

 
924

1,381

 
1,665

Advertising expense
 
2,490

 
2,979

5,100

 
5,861

Depreciation, amortization, and impairment charges
 
1,838

 
2,029

3,507

 
4,328

Total operating expenses
 
21,919

 
25,950

43,316

 
47,812

Loss from operations
 
(14,048
)
 
(18,216
)
(27,922
)
 
(32,239
)
Other expense:
 
 
 
 
 
 
 
Foreign currency transaction loss
 
—

 
(9
)
(25
)
 
(10
)
Interest expense
 
(486
)
 
(566
)
(887
)
 
(867
)
Loss before income taxes
 
(14,534
)
 
(18,791
)
(28,834
)

(33,116
)
Income tax benefit
 
(5,464
)
 
(7,463
)
(11,228
)
 
(13,144
)
Net loss
 
$
(9,070
)
 
$
(11,328
)
$
(17,606
)
 
$
(19,972
)
Net loss per share of Class A and Class B common stock:
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.71
)
 
$
(0.89
)
$
(1.38
)
 
$
(1.56
)
 
 
 
 
 
 
 
 
Weighted-average shares outstanding basic and diluted
 
12,775,565

 
12,680,306

12,793,593

 
12,773,789

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

 
$
—

$
0.32

 
$
—


See accompanying notes to condensed consolidated financial statements.

5


LIBERTY TAX, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
Three and Six Months Ended October 31, 2015 and 2014 (unaudited)
(In thousands)
 
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
2015
 
2014
 
2015
 
2014
Net loss
 
$
(9,070
)
 
$
(11,328
)
 
$
(17,606
)
 
$
(19,972
)
Foreign currency translation adjustment
 
(117
)
 
(287
)
 
(874
)
 
(169
)
Comprehensive loss
 
$
(9,187
)
 
$
(11,615
)
 
$
(18,480
)
 
$
(20,141
)

 See accompanying notes to condensed consolidated financial statements.

6


LIBERTY TAX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six Months Ended October 31, 2015 and 2014 (unaudited)
(In thousands)
 
 
 
2015
 
2014
Cash flows from operating activities:
 
 

 
 

Net loss
 
$
(17,606
)
 
$
(19,972
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 

 
 

Provision for doubtful accounts
 
3,396

 
3,208

Depreciation, amortization, and impairment charges
 
3,507

 
4,328

Stock-based compensation expense
 
866

 
1,508

Gain on bargain purchases and sales of Company-owned offices
 
(388
)
 
(287
)
Deferred tax expense
 
5,578

 
2,158

Changes in accrued income taxes
 
(19,620
)
 
(30,322
)
Changes in other assets and liabilities
 
(13,052
)
 
(1,051
)
Net cash used in operating activities
 
(37,319
)
 
(40,430
)
Cash flows from investing activities:
 
 

 
 

Issuance of operating loans to franchisees
 
(26,326
)
 
(20,577
)
Payments received on operating loans to franchisees
 
1,316

 
1,770

Purchases of AD rights and Company-owned offices
 
(1,341
)
 
(2,701
)
Proceeds from sale of Company-owned offices and AD rights
 
2,569

 
3,300

Purchases of property, equipment and software
 
(5,464
)
 
(7,129
)
Net cash used in investing activities
 
(29,246
)
 
(25,337
)
Cash flows from financing activities:
 
 

 
 

Proceeds from the exercise of stock options
 
344

 
8,145

Repurchase of common stock
 
(1,711
)
 
(33,699
)
Dividends paid
 
(4,415
)
 
—

Repayment of amounts due to former ADs
 
(2,318
)
 
(4,211
)
Repayment of debt
 
(308
)
 
(928
)
Borrowings under revolving credit facility
 
57,668

 
52,874

Repayments under revolving credit facility
 
(367
)
 
(1,163
)
Payment for debt issue costs
 
—

 
(917
)
Tax benefit of stock option exercises
 
532

 
4,273

Net cash provided by financing activities
 
49,425

 
24,374

Effect of exchange rate changes on cash, net
 
(284
)
 
(82
)
Net decrease in cash and cash equivalents
 
(17,424
)
 
(41,475
)
Cash and cash equivalents at beginning of period
 
21,387

 
46,080

Cash and cash equivalents at end of period
 
$
3,963

 
$
4,605


  See accompanying notes to condensed consolidated financial statements.






7


LIBERTY TAX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six Months Ended October 31, 2015 and 2014 (unaudited)
(In thousands)
 
 
 
2015
 
2014
Supplemental disclosures of cash flow information:
 
 

 
 

Cash paid for interest, net of capitalized interest of $140 and $78, respectively
 
$
527

 
$
578

Cash paid for taxes, net of refunds
 
2,282

 
10,748

Accrued capitalized software costs included in accounts payable
 
350

 
237

During the six months ended October 31, 2015 and 2014, the Company acquired certain assets from franchisees and ADs as follows:
 
 

 
 

Fair value of assets purchased
 
$
8,506

 
$
6,477

Receivables applied, net of amounts due ADs and related deferred revenue
 
(6,490
)
 
(2,877
)
Bargain purchase gains
 
(383
)
 
(163
)
Notes and accounts payable issued
 
(292
)
 
(736
)
Cash paid to franchisees and ADs
 
$
1,341

 
$
2,701

During the six months ended October 31, 2015 and 2014, the Company sold certain assets to franchisees and ADs as follows:
 
 

 
 

Book value of assets sold
 
$
3,625

 
$
6,430

Gain on sale-revenue deferred
 
1,688

 
1,945

Loss on sale - loss recognized
 
(19
)
 
(15
)
Notes received
 
(2,725
)
 
(5,060
)
Cash received from franchisees and ADs
 
$
2,569

 
$
3,300


See accompanying notes to condensed consolidated financial statements.

8


LIBERTY TAX, INC. AND SUBSIDIARIES
 
Notes to Condensed Consolidated Financial Statements
 
October 31, 2015 and 2014 (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 in the United States and personal income tax refund discounting in Canada. The Company also offers online tax preparation services. Effective July 15, 2014, the Company changed its name from JTH Holding, Inc. to Liberty Tax, Inc.

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, 2015 was derived from the Company’s April 30, 2015 Annual Report on Form 10-K filed on July 1, 2015.
 
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, 2015 Annual Report on Form 10-K filed on July 1, 2015.

9


 
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, 2016 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
There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2015 as filed on July 1, 2015.

 
Foreign Operations
 
Canadian operations contributed $0.3 million and $0.4 million in revenues for the three months ended October 31, 2015 and 2014, respectively and $1.3 million and $1.2 million in revenues for the six months ended October 31, 2015 and 2014, respectively.
 
(2) Accounts and Notes Receivable
 
The Company provides financing to franchisees and ADs 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 12%. 

Notes and interest receivable are presented in the consolidated balance sheets as follows:

 
 
October 31, 2015
 
April 30, 2015
 
October 31, 2014
 
 
(In thousands)
Notes receivable - current
 
$
43,815

 
$
24,465

 
$
41,114

Notes receivable - non-current
 
25,090

 
22,416

 
24,002

Interest
 
3,198

 
1,033

 
2,493

  Total notes and interest receivable, net
 
$
72,103

 
$
47,914

 
$
67,609


 
Most of the notes receivable are due from the Company's franchisees and ADs and are collateralized by the underlying franchise or AD and, when the franchise or AD 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 $8.1 million, $24.3 million, and $8.0 million at October 31, 2015, April 30, 2015 and October 31, 2014, respectively.
Unrecognized revenue relates to the financed portion of franchise fees and AD fees and, in the case of sales of Company-owned offices, the financed portion of gains related to these sales in each case where revenue has not yet been recognized. For franchise fees and gains related to the sale of Company-owned offices, revenue is recognized as note payments are received by the Company. Payments received on AD fee notes receivable generate a corresponding increase in deferred

10


revenue, which is amortized into revenue over the life of the AD contract, historically ten years. The Company recently changed the term of new and renewal AD contracts to six years from ten years and the revenue for new AD contracts will be recognized over that shorter period, subject to the receipt of cash. Unrecognized revenue was $40.9 million, $38.6 million and $43.2 million at October 31, 2015, April 30, 2015 and October 31, 2014, respectively.
At October 31, 2015, the Company had unfunded lending commitments for working capital loans to franchisees and ADs of $15.7 million.

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 value of the franchises and AD areas supporting 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 three and six months ended October 31, 2015 and 2014 was as follows: 
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Balance at beginning of period
 
$
8,141

 
$
7,105

 
$
7,355

 
$
6,850

Provision for doubtful accounts
 
1,695

 
1,752

 
3,396

 
3,208

Write-offs
 
(1,747
)
 
(1,681
)
 
(2,576
)
 
(2,893
)
Foreign currency adjustment
 
(14
)
 
(31
)
 
(100
)
 
(20
)
Balance at end of period
 
$
8,075

 
$
7,145

 
$
8,075

 
$
7,145



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. We perform our impairment analysis annually due to the seasonal nature of our operations. While not specifically identifiable as of the balance sheet date, the Company's experience also indicates that a portion of other accounts and notes receivable are also impaired, because management does not expect to collect all principal and interest due under the current contractual terms. 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 recent sales between franchisees, net fees of open offices earned during the most recently completed tax season, and the number of unopened offices.


11


The allowance for doubtful accounts at October 31, 2015, April 30, 2015 and October 31, 2014, was allocated as follows:
 
 
October 31, 2015
 
April 30, 2015
 
October 31, 2014
 
 
(In thousands)
Impaired:
 
 

 
 
 
 

Notes and interest receivable, net of unrecognized revenue
 
$
6,076

 
$
10,921

 
$
6,190

Accounts receivable
 
4,987

 
7,634

 
3,752

Less amounts due to ADs and franchisees
 
(881
)
 
(1,535
)
 
(644
)
Amounts receivable less amounts due to ADs and franchisees
 
$
10,182

 
$
17,020

 
$
9,298

 
 
 
 
 
 
 
Allowance for doubtful accounts for impaired notes and accounts receivable
 
$
3,899

 
$
6,594

 
$
4,342

 
 
 
 
 
 
 
Non-impaired:
 
 

 
 
 
 

Notes and interest receivable, net of unrecognized revenue
 
$
66,027

 
$
36,993

 
$
61,419

Accounts receivable
 
25,623

 
38,487

 
24,655

Less amounts due to ADs and franchisees
 
(8,717
)
 
(25,150
)
 
(8,135
)
Amounts receivable less amounts due to ADs and franchisees
 
$
82,933

 
$
50,330

 
$
77,939

 
 
 
 
 
 
 
Allowance for doubtful accounts for non-impaired notes and accounts receivable
 
$
4,176

 
$
761

 
$
2,803

 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
Notes and interest receivable, net of unrecognized revenue
 
$
72,103

 
$
47,914

 
$
67,609

Accounts receivable
 
30,610

 
46,121

 
28,407

Less amounts due to ADs and franchisees
 
(9,598
)
 
(26,685
)
 
(8,779
)
Amounts receivable less amounts due to ADs and franchisees
 
$
93,115

 
$
67,350

 
$
87,237

 
 
 
 
 
 
 
Total allowance for doubtful accounts
 
$
8,075

 
$
7,355

 
$
7,145


The Company’s average investment in impaired notes receivable during the six months ended October 31, 2015 and 2014 was $8.5 million and $7.4 million, respectively.
 
Analysis of Past Due Receivables
The breakdown of accounts and notes receivable past due at October 31, 2015 was as follows:
 
 
Past due
 
Current
 
Total
receivables
 
 
(In thousands)
Accounts receivable
 
$
28,520

 
$
2,090

 
$
30,610

Notes and interest receivable, net of unrecognized revenue
 
7,245

 
64,858

 
72,103

Total accounts, notes and interest receivable
 
$
35,765

 
$
66,948

 
$
102,713

 
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, at which time the notes are put on nonaccrual status. The Company’s investment in notes receivable on nonaccrual status was $7.4 million, $9.3 million, and $7.8 million at October 31, 2015, April 30, 2015, and October 31, 2014, 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. Accounts receivables unpaid as of April 30 each year often remain

12


unpaid until the following tax season due to the seasonal nature of our 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.


(3) Goodwill and Intangible Assets 
Changes in the carrying amount of goodwill for the six months ended October 31, 2015 and 2014 were as follows:
 
 
October 31, 2015
 
October 31, 2014
 
 
(In thousands)
Balance at beginning of period
 
$
3,377

 
$
2,997

Acquisitions of assets from franchisees
 
—

 
—

Disposals and foreign currency changes, net
 
(220
)
 
(19
)
Impairments
 
—

 
—

Balance at end of period
 
$
3,157

 
$
2,978

Components of intangible assets were as follows as of October 31, 2015, April 30, 2015 and October 31, 2014:
 
 
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


 
 
April 30, 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

 
$
—

 
$
1,027

Assets acquired from franchisees:
 
 
 
 
 
 
 
 
Customer lists
 
4 years
 
759

 
(441
)
 
318

Reacquired rights
 
2 years
 
559

 
(473
)
 
86

AD rights
 
10 years
 
17,345

 
(4,104
)
 
13,241

Total intangible assets
 
 
 
$
19,690

 
$
(5,018
)
 
$
14,672



13


 
 
October 31, 2014
 
 
Weighted average amortization period
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
 
(In thousands)
Amortizable intangible assets:
 
 
 
 
 
 
 
 
Customer lists acquired from unrelated third parties
 
6 years
 
$
4,816

 
$
(1,717
)
 
$
3,099

Assets acquired from franchisees:
 
 
 
 
 
 
 
 
Customer lists
 
4 years
 
513

 
(461
)
 
52

Reacquired rights
 
2 years
 
454

 
(408
)
 
46

AD rights
 
10 years
 
12,266

 
(3,329
)
 
8,937

Total intangible assets
 
 
 
$
18,049

 
$
(5,915
)
 
$
12,134

During the six months ended October 31, 2015, the Company acquired the assets of various Canadian franchisees for $10 thousand.  During the six months ended October 31, 2014, the Company acquired the assets of U.S. and Canadian franchisees for $0.2 million. These acquisitions were accounted for as business combinations, with all value allocated to intangible assets. The purchase price of assets acquired from franchisees during the six months ended October 31, 2015 and 2014 was allocated as follows:
 
 
Six Months Ended October 31,
 
 
2015
 
2014
 
 
(In thousands)
Customer lists and reacquired rights
 
$
10

 
$
213

Goodwill
 
—

 
—

Total
 
$
10

 
$
213


(4) Assets Held For Sale
At the end of the second quarter of fiscal 2016 and 2015, assets acquired from U.S. franchisees were classified as assets held for sale. 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. During the six months ended October 31, 2014, the Company acquired $4.2 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 $2.1 million and goodwill of $2.1 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, 2015 and 2014 were as follows:

 
Six Months Ended October 31,
 
2015
 
2014
 
(In thousands)
Balance at beginning of period
$
5,160

 
$
4,413

Reacquired
6,905

 
4,175

Dispositions
(2,407
)
 
(3,190
)
Balance at end of period
$
9,658

 
$
5,398



14


(5) Debt
 
In October 2014, the Company amended its credit facility. The amended credit facility 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. At October 31, 2015 and 2014, the interest rate was 1.82% and 1.78%, respectively and the average interest rate paid during the six months ended October 31, 2015 and 2014 was 1.81% and 1.78%, 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, 2015. 
Debt at October 31, 2015, April 30, 2015, and October 31, 2014 consisted of the following:
 
 
October 31, 2015
 
April 30, 2015
 
October 31, 2014
 
 
(In thousands)
Credit Facility:
 
 

 
 
 
 

Revolver
 
$
57,301

 
$
—

 
$
51,711

Term loan
 
20,187

 
20,453

 
20,984

 
 
77,488

 
20,453

 
72,695

Amounts due to former ADs and mortgages
 
2,856

 
4,944

 
3,100

 
 
80,344

 
25,397

 
75,795

Less: current portion
 
(4,922
)
 
(3,934
)
 
(1,965
)
Long-term debt
 
$
75,422

 
$
21,463

 
$
73,830

 
(6) 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 adding the effects of any discrete income tax items specific to the period.

(7) Stockholders’ Equity

Stockholders' Equity Activity
During the six months ended October 31, 2015 and 2014, activity in stockholders’ equity was as follows:
 
 
Six Months Ended October 31,
 
 
2015
 
2014
 
 
(in thousands, except for share amounts)
Class A common shares issued from the exercise of stock options
 
22,110

 
503,436

Class A common shares issued from the vesting of restricted stock and as Board of Directors compensation
 
13,556

 
—

Proceeds from exercise of stock options
 
$
344

 
$
8,145

Stock-based compensation expense
 
$
866

 
$
1,508

Class A common shares repurchased
 
70,635

 
1,209,761

Payments for repurchased shares
 
$
1,711

 
$
33,699

Tax benefit of stock option exercises
 
$
532

 
$
4,273

Dividends paid
 
$
4,415

 
$
—





15


Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consists of foreign currency adjustments of $(1.6) million, $(0.7) million and $(0.1) million at October 31, 2015, April 30, 2015 and October 31, 2014, respectively.

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 shares and participating securities (exchangeable shares) and using the weighted-average number of common shares 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 shares and, if dilutive, the potential common shares outstanding during the period. Potential common shares consist of the incremental common shares 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 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, 2015 and 2014 is as follows:
 
 
Three Months Ended 
 October 31, 2015
 
Three Months Ended 
 October 31, 2014
 
 
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)
 
(in thousands, except for share and per
share amounts)
Basic and diluted net loss per share:
 
 

 
 

 
 

 
 

Numerator
 
 

 
 

 
 

 
 

Allocation of undistributed losses
 
$
(8,431
)
 
$
(639
)
 
$
(10,524
)
 
$
(804
)
Denominator
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
 
11,875,565

 
900,000

 
11,780,306

 
900,000

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(0.71
)
 
$
(0.71
)
 
$
(0.89
)
 
$
(0.89
)
 
 
 
 
 
 
 
 
 

As a result of the net losses for the periods, diluted net loss per share excludes the impact of shares of potential common stock from the exercise of options to purchase 1,116,627 and 1,144,742 shares for the three months ended October 31, 2015 and 2014, respectively, because the effect would be antidilutive.



16




Six Months Ended 
 October 31, 2015
 
Six Months Ended 
 October 31, 2014
 

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)
 
(in thousands, except for share and per
share amounts)
Basic and diluted net loss per share:
 
 

 
 

 
 

 
 

Numerator
 
 

 
 

 
 

 
 

Allocation of undistributed losses
 
$
(16,368
)
 
$
(1,238
)
 
$
(18,565
)
 
$
(1,407
)
Denominator
 
 

 
 

 
 

 
 

Weighted-average common shares outstanding
 
11,893,593

 
900,000

 
11,873,789

 
900,000

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(1.38
)
 
$
(1.38
)
 
$
(1.56
)
 
$
(1.56
)
 
As a result of the net losses for the periods, diluted net loss per share excludes the impact of shares of potential common stock from the exercise of options to purchase 1,124,558 and 1,264,909 shares for the six months ended October 31, 2015 and 2014, respectively, because the effect would be antidilutive.

(8) Stock Compensation Plans
 
Stock Options
 
In August 2011, the Board of Directors approved an equity and cash incentive plan. Employees and outside directors are eligible to receive awards and a total of 2,500,000 shares of Class A common stock were authorized for grant under the plan. At October 31, 2015, 1,408,686 shares of Class A common stock remain available for grant. There were 170,387 options granted during the six months ended October 31, 2015.
Stock option activity during the six months ended October 31, 2015 was as follows:
 
 
Number of
options
 
Weighted
average
exercise price
Balance at beginning of period
 
1,343,559

 
$
19.28

Granted
 
170,387

 
23.02

Exercised
 
(22,110
)
 
15.58

Expired or forfeited
 
(150,490
)
 
24.39

Balance at end of period
 
1,341,346

 
19.25


Intrinsic value is defined as the market value of the stock less the cost to exercise. The total intrinsic value of options exercised during the six months ended October 31, 2015 was $0.2 million. The total intrinsic value of stock options outstanding at October 31, 2015 was $6.6 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, 2015 was as follows: 
 
 
Nonvested
options
 
Weighted
average
exercise price
Balance at beginning of period
 
385,416

 
$
27.56

Granted
 
170,387

 
23.02

Vested
 
(53,750
)
 
33.79

Forfeited
 
(50,000
)
 
33.79

Balance at end of period
 
452,053

 
24.45

 

17


At October 31, 2015, unrecognized compensation costs related to nonvested stock options were $2.6 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, 2015:
 
 
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
 
 
 
 
 
$10.50
 
12,500

 
$
10.50

 
0.5
 
12,500

 
$
10.50

15.00
 
616,307

 
15.00

 
1.8
 
616,307

 
15.00

16.38 - 19.75
 
271,736

 
17.91

 
4.1
 
196,736

 
17.85

22.18 - 29.48
 
375,387

 
25.01

 
6.1
 
35,000

 
26.18

33.38 - 33.79
 
65,416

 
33.38

 
6.0
 
28,750

 
33.38


 
1,341,346

 
19.25

 

 
889,293

 
16.60




Restricted Stock Units
 
Restricted stock activity during the six months ended October 31, 2015 was as follows:
 
 
Number of
RSUs
 
Weighted
average fair value at grant date
Balance at beginning of period
 
28,929

 
$
30.63

Granted
 
32,056

 
23.06

Vested
 
(12,244
)
 
27.48

Forfeited
 
(1,883
)
 
29.51

Balance at end of period
 
46,858

 
26.32

 
At October 31, 2015, unrecognized compensation costs related to restricted stock units were $1.2 million. These costs are expected to be recognized through fiscal 2022.

(9) 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, 2015, April 30, 2015 and October 31, 2014, 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):

18


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

 
 

 
 

 
 

Nonrecurring:
 
 

 
 

 
 

 
 

Impaired accounts and notes receivable
 
$
9,872

 
$
—

 
$
—

 
$
9,872

Total recurring and nonrecurring assets
 
$
9,872

 
$
—

 
$
—

 
$
9,872


 
 
April 30, 2015
 
 
 
 
Fair value measurements using
 
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 

 
 

 
 

Recurring:
 
 

 
 

 
 

 
 

Cash equivalents
 
$
16,975

 
$
16,975

 
$
—

 
$
—

Nonrecurring:
 
 

 
 

 
 

 
 

Impaired accounts and notes receivable
 
11,961

 
—

 
—

 
11,961

Impaired online software
 
1,253

 
—

 
—

 
1,253

Impaired acquired online customer lists
 
1,027

 
—

 
—

 
1,027

Impaired goodwill
 
224

 
—

 
—

 
224

Impaired reacquired rights
 
79

 
—

 
—

 
79

Impaired customer lists
 
126

 
—

 
—

 
126

Assets held for sale
 
5,160

 
—

 
—

 
5,160

Total nonrecurring assets
 
19,830

 
—

 
—

 
19,830

Total recurring and nonrecurring assets
 
$
36,805

 
$
16,975

 
$
—

 
$
19,830



 
 
October 31, 2014
 
 
 
 
Fair value measurements using
 
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 

 
 

 
 

Nonrecurring:
 
 

 
 

 
 

 
 

Impaired accounts and notes receivable
 
$
5,601

 
$
—

 
$
—

 
$
5,601

Total recurring and nonrecurring assets
 
$
5,601

 
$
—

 
$
—

 
$
5,601



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, 2015 and 2014.

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.

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, the net fees of open offices, and the number of unopened offices.


19


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.

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

(10) Related Party Transactions
The Company considers directors and their affiliated companies as well as executive officers and members of their immediate family to be related parties. Although the Company did not have any stock transactions with related parties during the six months ended October 31, 2015, during the six months ended October 31, 2014 the Company repurchased 982,065 shares of stock for a value of $26.1 million from related parties.
The Company has 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.
The Company has entered into an agreement to purchase the right to distribute cloud and mobile accounting solutions to its franchisees. Payments were made for this service of $250 thousand during fiscal 2015 and $38 thousand during the six months ended October 31, 2015. One of the members of the Company's Board of Directors is affiliated with the company providing this service.

(11) 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 except as provided below.

20


ERC class action litigation. The Company was sued in November 2011 in federal courts in Arkansas, California, Florida, and Illinois, and additional lawsuits were filed in federal courts in January 2012 in Maryland and North Carolina, in February 2012 in Wisconsin, and in May 2012 in New York and Minnesota. In April 2012, a motion to consolidate all of the then-pending cases before a single judge in federal court in the Northern District of Illinois was granted, and in June 2012, the plaintiffs filed a new complaint in the consolidated action. The consolidated complaint alleges that the Company's refund transfer products formerly called electronic refund checks ("ERC") represent a form of refund anticipation loan ("RAL") because the taxpayer is "loaned" the tax preparation fee, and that the refund transfer product is, therefore, subject to federal truth-in-lending disclosure and state law requirements regulating RALs. The plaintiffs also allege disclosure violations related to the ERC fees paid by RAL customers. The plaintiffs, therefore, claim violations of state-specific RAL and other consumer statutes. The lawsuit purports to be a class action, and the plaintiffs allege potential damages in excess of $5.0 million. The Company appealed to the United States Court of Appeals for the Seventh Circuit a ruling that certain of the plaintiffs’ claims were not subject to arbitration. Following mediation, the parties entered into a settlement agreement in June 2015 pursuant to which the Company has funded the establishment of a settlement fund of $5.3 million, inclusive of settlement administration costs and plaintiffs’ counsel fees. The claims process has begun and following the conclusion of that process we anticipate that the final approval of the trial court will be sought. The Company has preserved potential claims against a financial product partner that was responsible for the design of a portion of the ERC programs in the years at issue in the cases. The Company accrued the proposed settlement amount during fiscal 2015.
TCPA class action litigation. The Company was sued in September 2013 in federal court in Illinois in connection with alleged violations of the Telephone Consumer Protection Act. Plaintiff alleges that the Company inappropriately made auto dialed telephone calls to cellular telephones, seeks the certification of a nationwide class action, and claims statutory damages of $500-$1,500 per violation. The Company tendered the defense of this litigation to a third party entity that had contracted with us to solicit potential franchisees, and that third party entity acknowledged its defense and indemnification obligations to the Company. However, because the third party did not have the financial resources to satisfy its defense and indemnity obligations, the Company concluded that it could not rely upon the fulfillment of those obligations. In September 2014, the Company and the plaintiffs reached a tentative settlement of this litigation pursuant to which the Company has funded the establishment of a settlement fund of $3.0 million, inclusive of settlement administration costs and plaintiffs’ counsel fees. This settlement received the preliminary approval of the court and notices to class members have been sent, but the settlement remains subject to final court approval. The Company accrued the proposed settlement amount during fiscal 2015.
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.

(12) Subsequent Event

On December 7, 2015, the Board of Directors approved a quarterly cash dividend to shareholders of $0.16 per share payable on January 22, 2016 to holders of record of common stock and common stock equivalents on January 15, 2016.


21


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, 2015 and risks described in all other filings with the Securities and Exchange Commission, 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;
 
•
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;
 

22


•
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, including the deployment of our internally developed LibPro software and electronic communications;
 
•
our ability to deploy our internally developed LibPro software in a timely manner and with all the features our customers require; and

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

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 U.S. Securities and Exchange Commission ("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. As measured by both the number of returns prepared and the number of retail offices, we believe we are the second largest retail preparer of individual tax returns in the United States and the second largest retail preparer of individual tax returns in 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. All of the offices are operated under the Liberty Tax Service and SiempreTax+ brands.

From 2001 through 2015, we grew our number of tax offices from 508 to 4,328. 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, 2015 for detail of the U.S. office activity and the number of Canadian and Company-owned offices for the years ended April 30, 2015, 2014, and 2013.

Our revenue primarily consists of the following components:
 
•
Franchise Fees: Our standard franchise fee per territory is $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.
•
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

23


had historically been ten years, with the cumulative amount of revenue recognized not to exceed the amount of cash received. We recently changed the term of new and renewal AD contracts to six years.
•
Royalties: Our franchise agreement requires 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 agreement requires 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 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 also 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.

For purposes of this section and throughout this quarterly report, all references to “fiscal 2016” and “fiscal 2015” refer to our fiscal years ending April 30, 2016 and ended April 30, 2015, 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, 2015 and 2014.
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
 
(dollars in thousands)
Total revenue
 
$
7,871

 
$
7,734

 
$
137

 
2
 %
 
$
15,394

 
$
15,573

 
$
(179
)
 
(1
)%
Loss from operations
 
(14,048
)
 
(18,216
)
 
4,168

 
(23
)%
 
(27,922
)
 
(32,239
)
 
4,317

 
(13
)%
Net loss
 
(9,070
)
 
(11,328
)
 
2,258

 
(20
)%
 
(17,606
)
 
(19,972
)
 
2,366

 
(12
)%
Revenue. The table below sets forth the components and changes in our revenue for the three and six months ended October 31, 2015 and 2014.
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
(dollars in thousands)
Franchise fees
 
$
906

 
$
1,324

 
$
(418
)
 
(32
)%
 
$
1,514

 
$
2,028

 
$
(514
)
 
(25
)%
AD fees
 
1,524

 
1,649

 
(125
)
 
(8
)%
 
3,128

 
3,474

 
(346
)
 
(10
)%
Royalties and advertising fees
 
1,273

 
1,199

 
74

 
6
 %
 
3,018

 
2,893

 
125

 
4
 %
Financial products
 
207

 
200

 
7

 
4
 %
 
515

 
657

 
(142
)
 
(22
)%
Interest income
 
2,309

 
1,784

 
525

 
29
 %
 
4,315

 
3,978

 
337

 
8
 %
Tax preparation fees, net of discounts
 
339

 
391

 
(52
)
 
(13
)%
 
962

 
906

 
56

 
6
 %
Other revenue
 
1,313

 
1,187

 
126

 
11
 %
 
1,942

 
1,637

 
305

 
19
 %
Total revenue
 
$
7,871

 
$
7,734

 
$
137

 
2
 %
 
$
15,394

 
$
15,573

 
$
(179
)
 
(1
)%
 

24


For the three months ended October 31, 2015, total revenue was $7.9 million compared to $7.7 million for the same period last year. The increase is largely attributable to a $0.5 million increase in interest income, which was partially offset by a by a decrease in franchise fees of $0.4 million resulting from lower cash collections on both new and prior year sales.

For the six months ended October 31, 2015, total revenue decreased to $15.4 million compared to $15.6 million for the same period last year, representing a $0.2 million decrease. The decrease is primarily due to a decrease in franchise fees of $0.5 million resulting from lower cash collections and a reduction in AD fees of $0.3 million primarily due to the completion of the ten year recognition of AD sales from 2005, offset by increases in interest income of $0.3 million and other revenue of $0.3 million.

Operating expenses.    The table below details the amounts and changes in our operating expenses for the three and six months ended October 31, 2015 and 2014.
 
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
 
(dollars in thousands)
Employee compensation and benefits
 
$
8,183

 
$
9,679

 
$
(1,496
)
 
(15
)%
 
$
16,816

 
$
18,120

 
$
(1,304
)
 
(7
)%
Selling, general, and administrative expenses
 
8,752

 
10,339

 
(1,587
)
 
(15
)%
 
16,512

 
17,838

 
(1,326
)
 
(7
)%
AD expense
 
656

 
924

 
(268
)
 
(29
)%
 
1,381

 
1,665

 
(284
)
 
(17
)%
Advertising expense
 
2,490

 
2,979

 
(489
)
 
(16
)%
 
5,100

 
5,861

 
(761
)
 
(13
)%
Depreciation, amortization, and impairment charges
 
1,838

 
2,029

 
(191
)
 
(9
)%
 
3,507

 
4,328

 
(821
)
 
(19
)%
Total operating expenses
 
$
21,919

 
$
25,950