Acquisition (Tables)

9 Months Ended

Sep. 29, 2019

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table summarizes the preliminary allocation of the aggregate purchase price for the Cambridge Merger reflected in the condensed consolidated balance sheets as of September 29, 2019.



Inventory	$	2,915
Prepaid expenses	2,889
Other assets	2,877
Land and buildings	20,440
Restaurant equipment	24,584
Right-of-use assets	251,421
Leasehold improvements	3,941
Franchise fees	7,300
Franchise rights	144,499
Deferred income taxes	(35,264		)
Goodwill	104,996
Operating lease liabilities	(255,015		)
Accounts payable	(4,614		)
Accrued payroll, related taxes and benefits	(3,142		)
Other liabilities	(8,026		)
Net assets acquired	$	259,801

The following table summarizes the preliminary allocation of the aggregate purchase price for the 2019 acquisitions reflected in the condensed consolidated balance sheets as of September 29, 2019.



Inventory	$	158
Restaurant equipment	743
Restaurant equipment - subject to finance leases	150
Right-of-use assets	9,515
Leasehold improvements	6,205
Franchise fees	394
Franchise rights	9,809
Deferred income taxes	16
Goodwill	103
Operating lease liabilities	(9,968		)
Finance lease liabilities for restaurant equipment	(185		)
Accounts payable	(44		)
Net assets acquired	$	16,896

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Since the beginning of 2018, the Company has acquired an aggregate of 223 Burger King restaurants and 55 Popeyes restaurants from other franchisees in the following transactions, some of which were acquired pursuant to the exercise of the ROFR (in thousands, except number of restaurants):



Closing Date		Number of Restaurants	Purchase Price		Market Location
2018 Acquisitions:
February 13, 2018	(1)	1	$	—	New York
August 21, 2018	(2)	2	1,666		Detroit, Michigan
September 5, 2018	(2)	31	25,930		Western Virginia
October 2, 2018		10	10,506		South Carolina and Georgia
		44	38,102
2019 Acquisitions:
April 30, 2019	(3)	220	259,801		Southeastern states, primarily TN, MS, LA
June 11, 2019		13	15,788		Baltimore, Maryland
August 20, 2019	(2)	1	1,108		Pennsylvania
Total 2018 and 2019 Acquisitions		278	$	314,799


(1)	The Company recorded a bargain purchase gain because the fair value of assets acquired, largely representing a franchise right asset of $0.3 million, exceeded the total fair value of consideration paid by $0.2 million.


(2)	Acquisitions resulting from the exercise of the ROFR with Burger King.


(3)	During the second quarter of 2019, the Company completed the merger with New CFH, LLC (“Cambridge”) and acquired 165 Burger King restaurants and 55 Popeyes restaurants. See further discussion below.

The following table summarizes the final allocation of the aggregate purchase price for the 2018 acquisitions reflected in the condensed consolidated balance sheets as of December 30, 2018.



Inventory	$	401
Restaurant equipment	2,092
Restaurant equipment - subject to finance leases	43
Leasehold improvements	1,329
Franchise fees	1,264
Franchise rights	31,275
Favorable leases	587
Deferred income taxes	346
Goodwill	1,677
Finance lease liabilities for restaurant equipment	(49		)
Unfavorable leases	(624		)
Accounts payable	(9		)
Net assets acquired	$	38,332

Business Acquisition, Pro Forma Information [Table Text Block]

The following table summarizes the Company's unaudited pro forma operating results:



	Three Months Ended					Nine Months Ended
	September 29, 2019			September 30, 2018		September 29, 2019			September 30, 2018
Total revenue	$	402,607		$	382,738	$	1,167,461		$	1,133,957
Net income (loss)	$	(6,785	)	$	11,313	$	(10,234	)	$	30,278
Basic and diluted net income (loss) per share	$	(0.15	)	$	0.25	$	(0.25	)	$	0.67