Annual report pursuant to Section 13 and 15(d)

Acquisitions of Red Robin Franchised Restaurants

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Acquisitions of Red Robin Franchised Restaurants
 12 Months Ended
Dec. 28, 2014
Business Combinations [Abstract]  
Acquisitions of Red Robin Franchised Restaurants
Acquisitions of Red Robin Franchised Restaurants
The Company acquires franchised restaurants from time to time. On March 24, 2014, the Company acquired four restaurants from one of its U.S. franchisees with a purchase price of $8.0 million in cash. On July 14, 2014, the Company completed an acquisition of 32 Red Robin franchised restaurants, 14 in the United States and 18 in Canada, from Mach Robin, LLC and its Canadian affiliate, with a purchase price of $39.5 million in cash.
The pro forma impact of these acquisitions and the operating results of the acquired restaurants are not presented as the impact was not material to reported results.
The above acquisitions were accounted for using the purchase method as defined in ASC 805, Business Combinations. The goodwill arising from these acquisitions consists largely of the synergies and economies of scale expected from combining the acquired operations with the Company. The goodwill generated by the acquisitions is not amortizable for book purposes but is amortizable and deductible for tax purposes. The Company preliminarily allocated the purchase price to the fair value of the assets acquired and liabilities assumed as follows (in thousands):
 
 
Fair Value at
 
 
Acquisition Date
Property, plant and equipment
 
14,157

Intangible assets
 
9,394

Goodwill
 
22,953

Inventory
 
2,088

Deferred Tax Assets
 
2,249

Deferred Tax Liabilities
 
(1,161
)
Other current and non-current assets
 
737

Other current and non-current liabilities
 
(2,906
)
Total purchase price
 
47,511


Of the $9.4 million of intangible assets, $7.6 million is related to reacquired franchise rights, which will be amortized on a straight-line basis over 10 to 14 years, and $1.3 million is related to acquired non-amortizable liquor licenses with indefinite lives. Other current and non-current assets acquired primarily include prepaid expenses and deposits. Other current and non-current liabilities primarily consist of gift card and loyalty liabilities, accrued payroll related liabilities, unfavorable market leases, and other accrued operating expenses.
The fair value measurement of tangible and intangible assets and liabilities as of the acquisition date is based on significant inputs not observed in the market and thus represents a level 3 fair value measurement.