What responsibility does the public accounting firm have regarding Noodles & Company's financial statements?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
Stewart St, Suite 500 | | | Wausau, WI 54401 | | | (715) 845-5554 |
*connotes an Area Developer
EXHIBIT F TO THE FRANCHISE DISCLOSURE DOCUMENT FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Noodles & Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Noodles & Company (the Company) as of December 31, 2024 and January 2, 2024, the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and January 2, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of long-lived assets
Description of the Matter As more fully described in Note 1 and Note 6 to the consolidated financial statements, during the year ended December 31, 2024, the Company recorded impairment charges of $13.4 million related to its restaurants. The Company evaluates its long-lived assets for impairment whenever events or changes indicate that the carrying amount of an asset may not be recoverable. Management groups and evaluates long-lived assets for impairment at the individual restaurant level, which is the lowest level at which independent identifiable cash flows are available. The Company estimates the future undiscounted cash flows expected to be generated by the assets and compares those estimates to the carrying value of the related assets. If the assets are determined to be impaired, they are written down to their fair values.
When indicators of impairment were identified, auditing the Company's longlived asset impairment analyses involved subjective auditor judgment in evaluating the expected restaurant revenues included in the future undiscounted cash flows. This assumption is subjective in nature and is affected by expectations about future market conditions for a given store.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, Ernst & Young LLP, an independent registered public accounting firm, audited the company's consolidated balance sheets as of December 31, 2024, and January 2, 2024, along with the consolidated statements of operations, stockholders' equity (deficit), and cash flows for the three years ending December 31, 2024. Their responsibility is to express an opinion on these financial statements based on their audits.
The accounting firm's opinion is that the consolidated financial statements present fairly, in all material respects, the financial position of Noodles & Company as of December 31, 2024, and January 2, 2024, and the results of its operations and its cash flows for the three years ending December 31, 2024, in conformity with U.S. generally accepted accounting principles. The audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), requiring the firm to plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement, whether due to error or fraud.
The audit includes assessing risks of material misstatement and examining evidence regarding amounts and disclosures in the financial statements on a test basis. It also includes evaluating the accounting principles used, significant estimates made by management, and the overall presentation of the financial statements. The firm has served as Noodles & Company's auditor since 2009. A critical audit matter identified was the impairment of long-lived assets, specifically related to restaurant impairment charges of $13.4 million recorded during the year ended December 31, 2024. This involved subjective auditor judgment in evaluating expected restaurant revenues included in future undiscounted cash flows.