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Acquisition
12 Months Ended
Dec. 27, 2018
Business Combinations [Abstract]  
Acquisition
3. Acquisition
 
On December 16, 2016, the Company acquired 14 owned and/or leased movie theatres, along with
Ronnie’s Plaza
, an 84,000 square foot retail center in St. Louis, Missouri, from Wehrenberg Theatres (“Wehrenberg”) for a total cash purchase price of $65,000,000, plus normal closing adjustments and less a negative net working capital balance that was assumed in the transaction. The acquisition was treated as a purchase in accordance with ASC No. 805,
Business Combinations
, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The Company obtained assistance from a third party valuation specialist in order to assist in the determination of fair value. The Company provided assumptions to the third party valuation firm based on information available to it at the acquisition date, including both quantitative and qualitative information about the specified assets or liabilities. The Company primarily utilized the third party to accumulate comparative data from multiple sources and assemble a report that summarized the information obtained. The Company then used the information to determine fair value. The third party valuation firm was supervised by Company personnel who are knowledgeable about valuations and fair values. The Company finalized the fair values for both tangible and intangible assets and the liabilities during the fourth quarter of fiscal 2017. The following is a summary of the allocation of the purchase price:
 
 
 
December 29, 2016
 
 
Changes
 
 
December 28, 2017
 
Other current assets
 
$
1,408
 
 
$
 
 
$
1,408
 
Property and equipment
(1)
 
 
80,205
 
 
 
11,433
 
 
 
91,638
 
Other (long-term assets)
(2)
 
 
2,468
 
 
 
(946
)
 
 
1,522
 
Accounts payable
 
 
(1,031
)
 
 
 
 
 
(1,031
)
Taxes other than income taxes
 
 
(331
)
 
 
 
 
 
(331
)
Other accrued liabilities
 
 
(1,442
)
 
 
245
 
 
 
(1,197
)
Capital lease obligations
 
 
(17,511
)
 
 
(7,003
)
 
 
(24,514
)
Deferred income taxes
 
 
 
 
 
71
 
 
 
71
 
Deferred compensation and other
(3)
 
 
 
 
 
(3,800
)
 
 
(3,800
)
Total
 
$
63,766
 
 
$
 
 
$
63,776
 
 
 
(1)
Amounts recorded for property and equipment includes land, building, leasehold improvements and equipment, including capital lease assets
 
 
(2)
Amounts recorded for intangible assets include the value of in-place leases and favorable lease rights related to
Ronnie’s Plaza
 
 
(3)
Amounts recorded in deferred compensation and other include unfavorable lease obligations
 
The fair value measurement of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows and market comparables.
 
The acquired theatres contributed approximately $5,111,000 and $(450,000) to revenue and operating income, respectively, in fiscal 2016, including the impact of acquisition costs. Acquisition costs related to professional fees incurred as a result of the Wehrenberg acquisition during fiscal 2016 were approximately $2,037,000 and were included in administrative expenses in the consolidated statement of earnings.
 
Assuming the Wehrenberg acquisition occurred at the beginning of fiscal 2016, unaudited pro forma revenues for the Company during fiscal 2016 would have been $607,934,000. The Wehrenberg theatres would not have had a material impact on the Company’s fiscal 2016 net earnings.