Acquisition

3 Months Ended

Nov. 01, 2019

2.	Acquisition

The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired and the liabilities assumed are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as estimated amounts. Adjustments to these estimated amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired and the liabilities assumed has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. Goodwill and other intangibles will be evaluated for impairment annually during each fourth quarter period and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value.

Effective October 10, 2019, the Company acquired 100% ownership of Maple Street Biscuit Company (“MSBC”), a breakfast and lunch fast casual concept, for a purchase price of $36,000, of which $32,000 was paid to the sellers in cash with the remaining $4,000 being held as security for the satisfaction of indemnification obligations. The unused portion held as security, if any, will be paid in two installments with $1,500 due to the principal seller on the one-year anniversary of closing and the remaining amount due to the sellers on the two-year anniversary of closing.

The Company believes that this investment supports its strategic initiative to extend the brand by becoming a market leader in the breakfast and lunch-focused fast casual dining segment of the restaurant industry and by providing a platform for growth. At November 1, 2019, MSBC had 28 company-owned and five franchised fast casual locations across seven states.

The goodwill of $6,364 arising from the acquisition consists largely of the Company’s determination of the value of MSBC’s future free cash flows less the value of the identifiable tangible and intangible assets and liabilities. None of the goodwill recognized is expected to be deductible for income tax purposes. Acquisition-related costs of $1,269 were recorded in general and administrative expenses in the condensed consolidated statement of income.

The following table summarizes the consideration paid for MSBC and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:

Fair value of total consideration transferred	$	36,000

Recognized amounts of identifiable assets acquired and liabilities assumed
Financial assets	$	96
Property and equipment		13,580
Operating lease right-of-use assets, net		14,280
Indefinite-lived intangible asset*		19,460
Other current and noncurrent assets		394
Financial liabilities		(1,876	)
Operating lease liabilities		(15,973	)
Other noncurrent liabilities		(325	)
Total identifiable net assets		29,636
Goodwill	$	6,364

*Consists entirely of MSBC's Tradename

All amounts recorded during the quarter ended November 1, 2019 related to the assets acquired, liabilities assumed and goodwill are provisional due to the acquisition of MSBC occurring approximately three weeks’ prior the Company’s quarter end date of November 1, 2019.

The amounts of MSBC’s revenue and earnings included in the Company’s condensed consolidated statement of income for the quarter ended November 1, 2019, and the consolidated revenue and earnings had the acquisition date occurred on August 2, 2018, are as follows:

	Revenue		Earnings
Actual from acquisition date of October 10, 2019 to the quarter ended November 1, 2019	$	1,208	$	58
Supplemental pro forma for the quarter ended November 1, 2019		752,891		43,017
Supplemental pro forma for the quarter ended November 2, 2018		738,222		46,876