Acquisitions of Franchisees, Additional Equity Interest in Brazil and Wello | 3 Months Ended |
Mar. 29, 2014 |
Acquisitions of Franchisees, Additional Equity Interest in Brazil and Wello | ' |
3 | Acquisitions of Franchisees, Additional Equity Interest in Brazil and Wello |
Franchisee Acquisitions |
The acquisitions of franchisees have been accounted for under the purchase method of accounting and, accordingly, earnings of acquired franchisees have been included in the consolidated operating results of the Company since the applicable date of acquisition. Details of these franchise acquisitions are outlined below. |
The acquisitions resulted in goodwill related to, among other things, expected synergies in operations. The Company expects that the majority of goodwill recorded in connection with the below acquisitions will be deductible for tax purposes. The effect of these franchise acquisitions was not material to the Company’s consolidated financial position, results of operations, or operating cash flows in the periods presented. |
On March 4, 2013, the Company acquired substantially all of the assets of its Alberta and Saskatchewan, Canada franchisees, Weight Watchers of Alberta Ltd. and Weight Watchers of Saskatchewan Ltd., for an aggregate purchase price of $35,000. The total purchase price has been allocated to franchise rights acquired ($30,633), goodwill ($4,626), customer relationship value ($473), inventory ($218), fixed assets ($182) and prepaid expenses ($3) offset by deferred revenue of $1,135. |
On July 15, 2013, the Company acquired substantially all of the assets of its West Virginia franchisee, Weight Watchers of West Virginia, Inc., for a net purchase price of $16,028 less assumed assets, plus assumed liabilities, net of $28. The total purchase price has been allocated to franchise rights acquired ($10,131), goodwill ($5,212), customer relationship value ($448) and fixed assets ($209). |
On July 22, 2013, the Company acquired substantially all of the assets of its Columbus, Ohio franchisee, Weight Watchers of Columbus, Inc., for a net purchase price of $23,357 plus assumed liabilities of $143 and its Reno, Nevada franchisee, Weight Watchers of Northern Nevada, Inc., for a net purchase price of $3,969 plus assumed liabilities of $31. The aggregate total purchase price has been allocated to franchise rights acquired ($19,643), goodwill ($7,220), customer relationship value ($494), fixed assets ($116) and inventory ($27). |
On October 28, 2013, the Company acquired substantially all of the assets of its Manitoba, Canada franchisee, Weight Watchers of Manitoba Ltd., for a net purchase price of $5,197 plus assumed liabilities of $28 and its Franklin and St. Lawrence Counties, New York franchisee, Weight Watchers of Franklin and St. Lawrence Counties Inc., for a net purchase price of $274 plus assumed liabilities of $1. The total purchase price of the Manitoba, Canada franchisee has been allocated to franchise rights acquired ($4,525), goodwill ($449), customer relationship value ($249), inventory ($1) and prepaid expenses ($1). The total purchase price of the Franklin and St. Lawrence Counties, New York franchisee has been allocated to franchise rights acquired ($238), goodwill ($23), customer relationship value ($13) and prepaid expenses ($1). |
Acquisition of Additional Equity Interest in Brazil |
Prior to March 12, 2014, the Company had owned 35% of Vigilantes do Peso Marketing Ltda. (“VPM”), a Brazilian limited liability partnership. On March 12, 2014, the Company acquired an additional 45% equity interest in VPM for a net purchase price of $14,181 less cash acquired of $2,262. VPM was converted into a joint-stock corporation prior to closing and subsequently operates as a subsidiary of the Company with rights to conduct typical business lines. As a result of the acquisition, the Company gained a direct controlling financial interest in VPM and has therefore begun consolidating this entity since the date of acquisition. |
Due to the timing of this acquisition, the Company has not yet completed the purchase price allocation. For the three months ended March 29, 2014, the following preliminary purchase price allocations have been recorded: |
The equity interest held immediately before the acquisition was $12. An implied fair value technique was used to measure acquisition date fair value of the equity interest to be $11,029. As a result of this transaction, the Company adjusted its previously held equity interest to fair value of $11,017 and recorded a charge of $477 associated with the settlement of the royalty-free arrangement of the Brazilian partnership. The net effect of these items resulted in the Company recognizing a gain of $10,540 ($6,429 after-tax or $0.11 per fully diluted share) in the first quarter of fiscal 2014. |
The fair value of the noncontrolling interest has been preliminarily valued at $4,682. An implied fair value technique was used to value the noncontrolling interest which was adjusted for a discount for lack of control based on a market method. |
In connection with the acquisition, a call option and a put option were granted related to the 20% interest in VPM not owned by the Company. These options have been preliminarily valued with a Black-Scholes-Merton option pricing model using a Discounted Cash Flow Method. Major inputs included stock price, exercise price, interest rate, time to maturity, volatility and dividend yield. For the three months ended March 29, 2014, the fair value of the call option granted has been preliminarily estimated at $3,740 and the fair value of the put option has been preliminarily estimated at $7,290. |
The preliminary fair value of the assets acquired and liabilities assumed, subject to final valuation, is as follows: receivables ($1,139), fixed assets ($575), prepaid expenses ($421), inventory ($287) and intangibles and other assets ($199) offset by accrued liabilities ($1,063), deferred revenue ($445), income taxes payable ($258) and accounts payable ($91). |
The acquisition preliminarily resulted in goodwill of $31,000 related to, among other things, expected synergies in operations. The Company does not expect goodwill to be deductible for tax purposes. The Company has not yet completed the valuation of the reacquired rights or customer relationship value to be recognized in conjunction with the acquisition. |
Acquisition of Wello |
After the end of the Company’s first quarter of fiscal 2014, on April 16, 2014, the Company acquired Knowplicity, Inc., d/b/a Wello, an online fitness and personal training company. |