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Note 2 - Summary of Significant Accounting Policies
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Mar. 25, 2012
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| Significant Accounting Policies [Text Block] |
NOTE B -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
following significant accounting policies have been applied
in the preparation of the consolidated financial
statements:
1.
Principles of Consolidation
The
consolidated financial statements include the accounts of
the Company and all of its wholly-owned
subsidiaries. All significant inter-company
balances and transactions have been eliminated in
consolidation.
2.
Fiscal Year
The
Company’s fiscal year ends on the last Sunday in
March, which results in a 52- or 53-week reporting
period. The results of operations and cash flows
for the fiscal years ended March 25, 2012, March 27, 2011,
and March 28, 2010 are on the basis of a 52-week reporting
period.
3.
Use of Estimates
The
preparation of financial statements in conformity with
accounting principles generally accepted in the United
States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ
from those estimates.
Significant
estimates made by management in preparing the consolidated
financial statements include revenue recognition, the
allowance for doubtful accounts, valuation of notes
receivable, valuation of stock-based compensation,
accounting for income taxes, and the valuation of goodwill,
intangible assets and other long-lived assets.
4. Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased
with an original maturity of three months or less to be
cash equivalents. Cash equivalents amounted
to $92 and $1,670 at
March 25, 2012 and March 27, 2011, respectively.
Substantially all of the Company’s cash and cash
equivalents are in excess of government insurance.
5. Impairment
of Note Receivable
Nathan’s
determines that a loan is impaired when, based on current
information and events, it is probable that the Company
will be unable to collect all amounts due according to the
contractual terms of the loan agreement. When evaluating a
note for impairment, the factors considered include: (a)
indications that the borrower is experiencing business
problems such as late payments, operating losses, marginal
working capital, inadequate cash flow or business
interruptions, (b) loans secured by collateral that is not
readily marketable, or (c) loans that are susceptible to
deterioration in realizable value. The Company records
interest income on its impaired notes receivable on an
accrual basis, when collection is assured, based on the
present value of the estimated cash flows of identified
impaired notes receivable (See Note G).
6. Inventories
Inventories,
which are stated at the lower of cost or market value,
consist primarily of food items and supplies. Inventories
also include equipment and marketing items in connection
with the Branded Product Program. Cost is
determined using the first-in, first-out method.
7. Marketable
Securities
The
Company determines the appropriate classification of
securities at the time of purchase and reassesses the
appropriateness of the classification at each reporting
date. At March 25, 2012 and March 27, 2011, all marketable
securities held by the Company have been classified as
available-for-sale and, as a result, are stated at fair
value, based upon quoted market prices for similar assets
as determined in active markets or model-derived valuations
in which all significant inputs are observable for
substantially the full-term of the asset, with unrealized
gains and losses included as a component of accumulated
other comprehensive income. Realized gains and losses on
the sale of securities are determined on a specific
identification basis. Interest income is recorded when it
is earned and deemed realizable by the Company.
8. Property
and Equipment
Property
and equipment are stated at cost less accumulated
depreciation and amortization. Major improvements are
capitalized and minor replacements, maintenance and repairs
are charged to expense as incurred. Depreciation and
amortization are calculated on the straight-line basis over
the estimated useful lives of the
assets. Leasehold improvements are amortized
over the shorter of the estimated useful life or the lease
term of the related asset. The estimated useful lives are
as follows:
9.
Goodwill and Intangible Assets
Goodwill
and intangible assets consist of (i) goodwill of $95
resulting from the acquisition of Nathan’s in 1987;
and (ii) trademarks, trade names and other intellectual
property of $1,353 in connection with Arthur
Treacher’s.
The
Company’s goodwill and intangible assets are deemed
to have indefinite lives and, accordingly, are not
amortized, but are evaluated for impairment at least
annually, but more often whenever changes in facts and
circumstances occur which may indicate that the carrying
value may not be recoverable. As of March 25, 2012 and
March 27, 2011, the Company performed its required annual
impairment test of goodwill and intangible assets and has
determined no impairment is deemed to exist.
10.
Long-lived Assets
Long-lived
assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value
may not be recoverable. Impairment is measured
by comparing the carrying value of the long-lived assets to
the estimated undiscounted future cash flows expected to
result from use of the assets and their ultimate
disposition. In instances where impairment is
determined to exist, the Company writes down the asset to
its fair value based on the present value of estimated
future cash flows.
Impairment
losses are recorded on long-lived assets on a
restaurant-by-restaurant basis whenever impairment factors
are determined to be present. The Company
considers a history of restaurant operating losses to be
its primary indicator of potential impairment for
individual restaurant locations. No units were
deemed impaired during the fiscal years ended March 25,
2012, March 27, 2011 and March 28, 2010.
11.
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 (an exit price).
The
fair value hierarchy, as outlined in the applicable
accounting guidance, is based on inputs to valuation
techniques that are used to measure fair value that are
either observable or unobservable. Observable inputs
reflect assumptions market participants would use in
pricing an asset or liability based on market data obtained
from independent sources while unobservable inputs reflect
a reporting entity’s pricing based upon their own
market assumptions.
The
fair value hierarchy consists of the following three
levels
The
use of observable market inputs (quoted market prices) when
measuring fair value and, specifically, the
use of Level 1 quoted prices to measure fair
value are required whenever possible. The
determination of where an asset or liability falls in the
hierarchy requires significant judgment. The
Company evaluates its hierarchy disclosures annually and
based on various factors, it is possible that an asset or
liability may be classified differently from year to
year.
The
following tables present assets and liabilities measured at
fair value on a recurring basis as of March 25, 2012 and
March 27, 2011 based upon the valuation hierarchy:
The
carrying amounts of cash equivalents, accounts
receivable, notes receivable and accounts payable
approximate fair value due to the short-term maturity of
the instruments.
The
majority of the Company’s non-financial assets and
liabilities are not required to be carried at fair value on
a recurring basis. However, the Company is
required on a non-recurring basis to use fair value
measurements when analyzing asset impairment as it relates
to goodwill and other indefinite-lived intangible assets
and long-lived assets. The Company utilized the income
approach (Level 3 inputs) which utilized cash flow
forecasts for future income and were discounted to present
value in performing its annual impairment testing of
intangible assets. For its annual goodwill impairment
testing, the Company utilized an income approach (Level 3
inputs).
12. Start-up
Costs
Pre-opening
and similar restaurant costs are expensed as
incurred.
13. Revenue
Recognition - Branded Product Program
The
Company recognizes sales from the Branded Product Program
and certain products sold from the Branded Menu Program
when it is determined that the products the Company has
sold have been delivered via third party common carrier to
Nathan’s customers. Rebates provided to customers are
classified as a reduction to sales.
14. Revenue
Recognition - Company-owned Restaurants
Sales
by Company-owned restaurants, which are typically paid in
cash or credit card by the customer, are recognized upon
the performance of services. Sales are presented net of
sales tax.
15. Revenue
Recognition - Franchising Operations
In
connection with its franchising operations, the Company
receives initial franchise fees, development fees,
royalties, and in certain cases, revenue from sub-leasing
restaurant properties to franchisees.
Franchise
and area development fees, which are typically received
prior to completion of the revenue recognition process, are
initially recorded as deferred revenue. Initial franchise
fees, which are non-refundable, are recognized as income
when substantially all services to be performed by
Nathan’s and conditions relating to the sale of the
franchise have been performed or satisfied, which generally
occurs when the franchised restaurant commences
operations.
The
following services are typically provided by the Company
prior to the opening of a franchised restaurant:
At
March 25, 2012 and March 27, 2011, $123 and $341,
respectively, of deferred franchise fees are included in
the accompanying consolidated balance sheets. For the
fiscal years ended March 25, 2012, March 27, 2011 and March
28, 2010, the Company earned franchise fees of $920, $663,
and $678, respectively, from new unit openings, transfers,
co-branding and forfeitures.
Development
fees are nonrefundable and the related agreements require
the franchisee to open a specified number of restaurants in
the development area within a specified time period or the
agreements may be canceled by the
Company. Revenue from development agreements is
deferred and recognized ratably over the term of the
agreement, as restaurants in the development area commence
operations on a pro rata basis to the minimum number of
restaurants required to be open, or at the time the
development agreement is effectively canceled. At March 25,
2012 and March 27, 2011, $603 and $425, respectively,
of deferred development fee revenue is included in the
accompanying consolidated balance sheets.
The
following is a summary of franchise openings and closings
for the Nathan’s franchise restaurant system for the
fiscal years ended March 25, 2012, March 27, 2011 and March
28, 2010:
The
Company recognizes franchise royalties on a monthly
basis, which are generally based upon a percentage of
sales made by the Company’s franchisees, when they
are earned and deemed collectible. The Company recognizes
royalty revenue from its Branded Menu Program directly
from the sale of Nathan’s products by the
manufacturers.
Franchise
fees and royalties that are not deemed to be collectible
are not recognized as revenue until paid by the franchisee
or until collectibility is deemed to be reasonably assured.
Revenue from sub-leasing properties is recognized in income
as the revenue is earned and becomes receivable and deemed
collectible. Sub-lease rental income is
presented net of associated lease costs in the accompanying
consolidated statements of earnings.
17.
Revenue Recognition – License Royalties
The
Company earns revenue from royalties on the licensing of
the use of its name on certain products produced and sold
by outside vendors. The use of the Company name
and symbols must be approved by the Company prior to each
specific application to ensure proper quality and project a
consistent image. Revenue from license royalties
is recognized on a monthly basis when it is earned and
deemed collectible.
18. Business
Concentrations and Geographical Information
The
Company’s accounts receivable consist principally of
receivables from franchisees for royalties and advertising
contributions, from sales under the Branded Product
Program, and from royalties from retail
licensees. At March 25, 2012, one retail
licensee and three Branded Product customers each
represented 19%, 14%, 13% and 12%, respectively, of
accounts receivable. At March 27, 2011, one retail licensee
and three Branded Product customers each represented 11%,
16%, 13% and 11%, respectively, of accounts
receivable. No franchisee, retail licensee or
Branded Product customer accounted for 10% or more of total
revenues during the fiscal years ended March 25, 2012,
March 27, 2011 and March 28, 2010.
The
Company’s primary supplier of hot
dogs represented 79%, 75%
and 74% of product purchases for the fiscal years ended
March 25, 2012, March 27, 2011 and March 28, 2010,
respectively. The Company’s distributor of
product to its Company-owned restaurants
represented 8%, 9% and 11% of product purchases for
the fiscal years ended March 25, 2012, March 27, 2011 and
March 28, 2010, respectively.
The
Company’s revenues for the fiscal years ended March
25, 2012, March 27, 2011 and March 28, 2010 were derived
from the following geographic areas:
19. Advertising
The Company
administers an advertising fund on behalf of its
franchisees to coordinate the marketing efforts of the
Company. Under this arrangement, the Company collects and
disburses fees paid by manufacturers, franchisees and
Company-owned stores for national and regional advertising,
promotional and public relations programs. Contributions to
the advertising fund are based on specified percentages of
net sales, generally ranging up to 2%. Net Company-owned
store advertising expense, which is expensed as incurred,
was $227, $233, and
$247, for the fiscal years ended March 25, 2012, March 27,
2011 and March 28, 2010, respectively, have been included
within restaurant operating expenses in the accompanying
consolidated statements of earnings.
20. Stock-Based
Compensation
At
March 25, 2012, the Company had several stock-based
employee compensation plans in effect which are more fully
described in Note K.
The
cost of all share-based payments to employees, including
grants of employee stock options, is recognized in the
financial statements based on their fair values measured at
the grant date, or the date of any later modification, over
the requisite service period. The Company utilizes the
straight-line attribution method to recognize the expense
associated with awards with graded vesting terms.
21.
Classification of Operating Expenses
Cost
of sales consist of the following:
Restaurant
operating expenses consist of the following:
22. Income
Taxes
The
Company’s current provision for income taxes is based
upon its estimated taxable income in each of the
jurisdictions in which it operates, after considering the
impact on taxable income of temporary differences resulting
from different treatment of items for tax and financial
reporting purposes. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying
amounts of existing assets and liabilities and their
respective tax bases and any operating loss or tax credit
carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected
to apply to taxable income in the year in which those
temporary differences are expected to be recovered or
settled. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in
those periods in which temporary differences become
deductible. Should management determine that it
is more likely than not that some portion of the deferred
tax assets will not be realized, a valuation allowance
against the deferred tax assets would be established in the
period such determination was made.
Uncertain
Tax Positions
The
Company has recorded liabilities for underpayment of income
taxes and related interest and penalties, if any, for
uncertain tax positions based on the determination of
whether tax benefits claimed or expected to be claimed on a
tax return should be recorded in the financial
statements. The Company may recognize the tax
benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on
examination by the taxing authorities based on the
technical merits of the position. The tax
benefits recognized in the financial statements from such
position should be measured based on the largest benefit
that has a greater than fifty percent likelihood of being
realized upon ultimate
settlement. Nathan’s recognizes accrued
interest and penalties associated with unrecognized tax
benefits as part of the income tax provision.
23.
Adoption of
New Accounting Pronouncements
In
May 2011, the Financial Accounting Standards Board
(“FASB”) issued a number of amendments in order
to align the fair value measurement and disclosure
requirements in U.S. Generally Accepted Accounting
Principles (“US GAAP”) and International
Financial Reporting Standards (“IFRS”). The
amendments change the wording used to describe many of the
requirements in US GAAP for measuring fair value or
disclosing information about fair value measurements. Some
of the amendments clarify the FASB’s intent about the
application of existing fair value measurement
requirements. Other amendments modify a particular
principle or requirement for measuring fair value or for
disclosing fair value measurements. The amended guidance
was effective for Nathan’s beginning with the first
interim or annual reporting period beginning after December
15, 2011; early application was not permitted. We adopted
these amendments during the fiscal period ended March 25,
2012, and these amendments did not have a material effect
on our consolidated results of operations or financial
position.
In
June 2011, the FASB issued guidance covering the
presentation of comprehensive income. Under this guidance,
an entity has the option to present the total of
comprehensive income, the components of net income, and
components of other comprehensive income
(“OCI”) either in a single continuous statement
of comprehensive income or in two separate but consecutive
statements. Irrespective of the format that is chosen, an
entity is required to present each component of net income
along with total net income, each component of OCI along
with a total for OCI, and a total for comprehensive income.
Entities were also required to present on the face of the
financial statements reclassification adjustments for items
that are reclassified from OCI to net income in the
statement(s) where components of net income and components
of OCI are presented. However, the implementation of this
last requirement was deferred by the FASB in December 2011.
Nathan’s elected to early adopt this accounting
standard at March 25, 2012. The adoption of this new
accounting standard modified the required disclosures, but
did not have a material effect on our consolidated results
of operations or financial position.
The
Company does not believe that any other recently issued,
but not yet effective accounting standards, when adopted,
will have a material effect on the accompanying financial
statements.
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