Note 20 – Business Combinations

Devonport, Tasmania, Australia

On January 30, 2019, we purchased the tenant’s interest and other operating assets of an established four-screen cinema in Devonport, Tasmania, Australia, for $1.4 million (AU$1.95 million). We commenced trading from this new cinema site on January 30, 2019.

The total purchase price was allocated to the identifiable assets acquired based on our estimates of their fair values on the acquisition date. The identified assets included fixtures and equipment and immaterial working capital balances. There were immaterial liabilities assumed.

Our final purchase price allocation is as follows:


(Dollars in thousands)	Preliminary Purchase Price Allocation(1)		Measurement Period Adjustments(2)		Final Purchase Price Allocation(1)
Tangible Assets
Operating property:
Fixtures and equipment	$	153	$	—	$	153
Intangible Assets
Goodwill		1,248		(23)		1,225
Total assets acquired		1,401		(23)		1,378

Net assets acquired	$	1,401	$	(23)	$	1,378

(1)

The balances were translated into U.S. Dollars based on the applicable exchange rate as of the date of acquisition, January 30, 2019.

(2)

The measurement period adjustments relate to finalization of immaterial employee obligations.

State Cinema Hobart, Tasmania, Australia

On December 3, 2019, we purchased the tenant’s interest and other operating assets of an established ten-screen cinema in Hobart, Tasmania, Australia, for $6.2m (AU$9.0m). We commenced trading from this new cinema site on December 5, 2019.

The Company finalized its purchase price allocation in the first quarter of 2020. The total purchase price was allocated to the identifiable assets acquired based on our estimates of their fair values on the acquisition date. The identified assets include fixtures and equipment, the State Cinema brand, inventory and immaterial working capital balances. The determination of the fair values of the acquired assets (and the related determination of their estimated lives where depreciation is permitted) requires significant judgment. There were immaterial liabilities assumed, including certain gift card obligations.

Our final purchase price allocation is as follows:


(Dollars in thousands)	Preliminary Purchase Price Allocation(1)		Measurement Period Adjustments		Final Purchase Price Allocation(1)
Tangible Assets
Operating property:
Fixtures and equipment	$	481		(119)	$	362
Deferred tax		5		—		5
Current assets:
Inventory		333		—		333

Intangible Assets
Brand name		—		250		250
Liquor license				1		1
Goodwill		5,617		(132)		5,485
Total assets acquired		6,436		—		6,436

Liabilities
Employee liabilities		(20)		—		(20)
Deferred revenue balances		(236)		—		(236)
Total liabilities acquired		(256)		—		(256)

Net assets acquired	$	6,180		—	$	6,180

(1)

The balances were translated into U.S. Dollars based on the applicable exchange rate as of the date of acquisition, December 5, 2019.