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Subsequent Events | 9 Months Ended
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Oct. 01, 2019
Subsequent Events |
Subsequent Events | 12. Subsequent Events ​ Dividend ​ On October 23, 2019, our Board declared a quarterly cash dividend of $0.36 per share to be paid on November 26, 2019 to the stockholders of record at the close of business on November 12, 2019. ​ North Italia and Fox Restaurant Concepts LLC (“FRC”) Acquisitions ​ On October 2, 2019 (the “Closing Date” or “Closing”), we completed the acquisition of North Italia (the “North Italia Acquisition”) and the remaining business of Fox Restaurant Concepts LLC (the “FRC Acquisition”), including Flower Child and all other FRC brands (the “FRC Acquisition” and together with the North Italia Acquisition, the “Acquisitions”). North Italia is a restaurant company that operated 21 locations across ten states and Washington D.C. as of the Closing Date. FRC is a multi-concept restaurant company that operated 10 concepts with 47 locations across eight states and Washington D.C. as of the Closing Date. We have concluded that the Acquisitions represent a single business combination of related businesses under common control within the scope of ASC Topic 805, “Business Combinations”. The acquisition date was determined to be the Closing Date, which was the date we obtained control by legally transferring the consideration for the remaining ownership interests, acquiring the assets and assuming the liabilities of North Italia and the remaining FRC business. The Acquisitions, which we expect will accelerate and diversify our revenue growth, were completed for consideration consisting of the following components: $286 million in cash at Closing, which was primarily funded by drawing on the New Facility; assumption of $10 million in debt previously owed by FRC to us; $45 million of deferred consideration due ratably over the next four years (including a $13 million indemnity escrow amount specifically related to the FRC Acquisition); and a $12 million indemnity escrow amount specifically related to the North Italia Acquisition due ratably over the next two years. Additionally, included in consideration are the acquisition-date fair values of contingent consideration and our previously held equity interests in North Italia and Flower Child. The provision for contingent consideration is payable on the fifth anniversary of the Closing Date and is based on achievement of revenue and profitability targets for the FRC brands other than North Italia and Flower Child with considerations made in the event we undergo a change in control or divest any FRC brand (other than North Italia and Flower Child) during the five years after Closing. We are also required to provide financing to FRC in an amount sufficient to support achievement of these targets during the five years after Closing. During the third quarter of fiscal 2019, we incurred $3.2 million of costs to effect the Acquisitions, which have been expensed in accordance with ASC 805 and are included in general and administrative expenses in the accompanying condensed consolidated statement of operations. We have excluded the disclosure of purchase accounting and supplemental pro forma financial information required under ASC 805 for a public business entity. Disclosure of such information has been deemed impracticable by management due primarily to the short timeframe we have had to obtain the necessary information from the acquired company (not a public business entity), apply various valuation methodologies and prepare the information for this filing. The purchase accounting and related disclosures will be included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2019 and finalized within the one-year measurement period permitted under ASC 805.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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