table_specific

What was the basic earnings per share for Management Recruiters as of December 31, 2022?

Management_Recruiters Franchise · 2024 FDD

Answer from 2024 FDD Document

hat date. Franchise royalties attributable to the acquiree of approximately $464 thousand is included in our consolidated statement of income for the year ended December 31, 2022.

Year Ended
December 31, 2022 December 31, 2021
Total revenue $ 31,097 $ 23,641
Net income 13,312 12,635
Basic earnings per share $ 0.98 $ 0.94
Basic weighted average shares outstanding 13,654 13,494
Diluted earnings per share $ 0.98 $ 0.93
Diluted weighted average shares outstanding 13,721 13,606

These calculations reflect increased amortization expense, increased SG&A expense, the elimination of losses associated with the transaction, and the consequential tax effects that would have resulted had the acquisition closed on January 1, 2021.

In connection with the acquisition, we sold certain assets related to the operations of the acquired locations to a related party. In connection with their purchase, the buyers executed franchise agreements with us and became franchisees. The aggregate sale price for the operating assets was approximately $2.9 million. In conjunction with the sale of assets acquired in this transaction, we recognized a loss of approximately $1.1 million which is reflected on the line item, "Other miscellaneous income (expense)," in our consolidated statement of income. The franchisee is a related party. See Note 3 - Related Party Transactions for more information regarding the Worlds Franchisees. We provisionally recognized a loss of approximately $1.5 million. Subsequently, the fair value of assets acquired were adjusted in conjunction with a third-party valuation and the net working capital reconciliation. These adjustments included a decrease in the loss of approximately $375 thousand, which is reflected on the line item, "Other miscellaneous income (expense)," in our consolidated statement of income for the year ended December 31, 2022.

The Dubin Group, Inc., and Dubin Workforce Solutions

On February 21, 2022 we completed our acquisition of the staffing operations of The Dubin Group, Inc., and Dubin Workforce Solutions, Inc. (collectively "Dubin") in accordance with the terms of an Asset Purchase Agreement dated January 19, 2022 for approximately $2.5 million, inclusive of a prescribed amount of working capital. Dubin provides executive placement services and commercial staffing in the Philadelphia metro area. The acquisition of Dubin will help expedite growth into a new staffing vertical, expand our national footprint, and grow our franchise base.

The fair values of the assets acquired were determined based on information available to us. From the date of acquisition through December 31, 2022, the fair value of assets acquired were adjusted in conjunction with a third-party valuation. These adjustments included an increase in customer relationships of approximately $972 thousand, a decrease in customer lists of approximately $772 thousand, and the recognition of approximately $200 thousand of goodwill. The following table summarizes the revised values of the identifiable assets acquired as of the acquisition date (in thousands):

Cash consideration $ 2,100
Note payable & net working capital payable 362
Total consideration $ 2,462
Customer relationships $ 1,600
Customer lists 200
Accounts receivable 462
Goodwill 200
Purchase price allocation $ 2,462

Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers, and future cash flows after the acquisition of Dubin. Goodwill is deductible for income tax purposes. The following table presents unaudited pro forma information (in thousands, except per share data) assuming (a) the acquisition of Dubin had occurred on January 1, 2021, (b) all of Dubin's operations had been converted to franchises on such date, and (c) none of the other acquisitions discussed in this Note 2 had occurred. The unaudited pro forma information is not necessarily indicative of the results of operations that would have been achieved if the acquisition had in fact taken place on that date. Franchise royalties attributable to the acquiree of approximately $133 thousand is included in our consolidated statement of income for the year ended December 31, 2022.

Year Ended
December 31, 2022 December 31, 2021
Total revenue $ 31,303 $ 22,648
Net income 12,429 12,666
Basic earnings per share $ 0.91 $ 0.94
Basic weighted average shares outstanding 13,654 13,494
Diluted earnings per share $ 0.91 $ 0.93
Diluted weighted average shares outstanding 13,721 13,606

These calculations reflect increased amortization expense, increased payroll expense, increased SG&A expense, the elimination of gains associated with the transaction, and the consequential tax effects that would have resulted had the acquisition closed on January 1, 2021.

In connection with the acquisition, we divided Dubin into separate businesses and sold certain assets related to the operations of one of the acquired locations. In connection with their purchase, the buyers executed franchise agreements with us and became franchisees. The aggregate sale price for the operating assets was $350 thousand. In conjunction with the sale of assets acquired in this transaction, we recognized a gain of approximately $150 thousand which is reflected on the line item, "Other miscellaneous income (expense)," in our consolidated statement of income. We provisionally recognized a loss of approximately $478 thousand. Subsequently, the fair value of assets acquired were adjusted in conjunction with a third-party valuation and the net working capital reconciliation. These adjustments included a decrease in the loss of approximately $628 thousand, which is reflected on the line item, "Other miscellaneous income (expense)," in our consolidated statement of income for the year ended December 31, 2022. The remaining assets related to the operations of the other acquired locations have not been sold and as of December 31, 2022 are classified as held-for-sale and the operating results are reported as "Income from discontinued operations, net of tax." We are actively working to sell these assets. In the meantime, we operate the Philadelphia franchise as company-owned.

Northbound Executive Search

On February 28, 2022 we completed our acquisition of certain assets of Northbound Executive Search, LTD ("Northbound") in accordance with the terms of an Asset Purchase Agreement dated January 25, 2022, for approximately $11.4 million, inclusive of a $1.5 million note payable and a prescribed amount of working capital. Northbound provides executive placement and short-term consultant services primarily to blue chip clients in the financial services industry.

Source: Item 21 — FINANCIAL STATEMENTS (FDD pages 65–66)

What This Means (2024 FDD)

According to Management Recruiters' 2024 Franchise Disclosure Document, there are multiple values reported for the basic earnings per share as of December 31, 2022. One excerpt shows the basic earnings per share as $0.91, with total revenue of $31,303 and net income of $12,429. Another excerpt shows the basic earnings per share as $0.98, with total revenue of $31,097 and net income of $13,312. A further excerpt indicates a basic earnings per share of $0.99, associated with a total revenue of $31,140 and a net income of $13,510. Yet another excerpt shows the basic earnings per share as $1.30, with total revenue of $41,995 and net income of $17,813. Finally, one more excerpt shows the basic earnings per share as $0.93, with total revenue of $30,952 and net income of $12,458.

These discrepancies across different excerpts of the same FDD could stem from various factors, such as differing accounting methods, revisions made during the auditing process, or the presentation of data from different segments or subsidiaries within Management Recruiters. It is important to note that these figures represent the earnings attributable to each share of common stock, before considering potential dilution from stock options or other convertible securities.

A prospective franchisee should seek clarification from Management Recruiters regarding the reasons for these differing figures. Understanding the specific context and source of each value is crucial for making an informed investment decision. Further due diligence, including a detailed review of the complete audited financial statements, is strongly advised to reconcile these variations and gain a comprehensive understanding of Management Recruiters' financial performance.

Understanding the basic earnings per share helps potential franchisees assess the profitability of Management Recruiters and compare it to other franchise opportunities. However, given the inconsistencies, it is essential to approach these figures with caution and seek additional information to ensure an accurate assessment.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.