Acquisitions

12 Months Ended

Dec. 25, 2012

Acquisitions

Acquisitions

(3) Acquisitions

        On December 25, 2012, we acquired two franchise restaurants in Illinois, which had no significant net revenue or accretive impact since the restaurants were acquired on the last day of our fiscal year. Pursuant to the terms of the acquisition agreement, we paid a purchase price of $4.3 million. This acquisition is consistent with our long-term strategy to increase net income and earnings per share.

        This transaction was accounted for using the purchase method as defined in ASC 805, Business Combinations ("ASC 805"). Based on a purchase price of $4.3 million, $2.7 million of goodwill was generated by the acquisition, which is not amortizable for book purposes, but is deductible for tax purposes.

        The allocation of the purchase price has been prepared on a preliminary basis and is subject to estimates, assumptions and other uncertainties, and changes to those allocations may occur as additional information becomes available. The purchase price has been preliminarily allocated as follows:

Current assets	$	64
Property and equipment, net		127
Goodwill		2,741
Intangible asset		1,510
Current liabilities		(142	)
	$	4,300

        As a result of this acquisition, we recorded an intangible asset associated with reacquired franchise rights of $1.5 million in accordance with ASC 805. ASC requires that a business combination between two parties that have a preexisting relationship be evaluated to determine if a settlement of a preexisting relationship exists. ASC 805 also requires that certain reacquired rights (including the rights to the acquirer's trade name under a franchise agreement) be recognized as intangible assets apart from goodwill.

        The fair value of $1.5 million assigned to the intangible asset acquired was determined primarily using valuation methods that discount expected future cash flow to present value using estimates and assumptions determined by management. The intangible asset has a weighted-average life of approximately 2.6 years based on the remaining term of the franchise agreements. We expect the annual expense for the next four years to average approximately $0.4 million.

        Pro forma results of operations have not been presented because the effect of the acquisition was not material to our financial position, results of operations or cash flows.