Acquisitions | Investment and Disposal The Company, through a non-wholly owned subsidiary, Project Pie Holdings, LLC (“ PPH ”), made investments in Project Pie, LLC (“ Project Pie ”) in the form of Series A Convertible Preferred Units (the “ Preferred Units ”). Project Pie is a fast casual custom-pizza restaurant chain with stores located throughout the United States, the Philippines and Scotland. In connection with its investment in Project Pie , PPH had committed as of December 29, 2014 , to fund, upon demand, up to an additional $0.5 million prior to December 2016 through the purchase of additional Series A Preferred Units of Project Pie . During the nine months ended September 28, 2015 , PPH invested the additional $0.5 million and satisfied its commitment to Project Pie . The Company disposed of its ownership interests in PPH on June 29, 2015. Prior to the Company’s disposal of its ownership interests in PPH , it recorded a pre-tax impairment of $4.5 million to its investment in Project Pie during the three months ended June 29, 2015. Earlier in 2015, the Company determined that Project Pie was a VIE as a result of Project Pie having insufficient equity at risk, but that the Company did not have a variable interest in Project Pie and did not have control. The Company did not account for its investment in Project Pie as an equity method investment since the Company’s investment was in preferred units with subordination characteristics substantially different from the common units and were determined not to be in-substance common stock. The Company’s investment was classified as a cost method investment in Other assets . Acquisitions in 2015 M2AD Acquisition On March 9, 2015, Papa Murphy’s Company Stores, Inc. (“ PMCSI ”), a wholly-owned subsidiary of the Company, acquired certain assets used in the operation of six Papa Murphy’s stores in the Seattle, Washington, area from M2AD Management, Inc., the previous operator of the six Papa Murphy’s stores (the “ M2AD Acquisition ”). Transaction costs of $30,000 associated with the M2AD Acquisition were recognized as Other store operating costs in the Condensed Consolidated Statements of Operations . The total purchase price was $4.1 million , which included a holdback of $6,000 . As of September 28, 2015 , PMCSI retained $5,000 of the holdback amount. The M2AD Acquisition was funded through existing cash and was accounted for using the acquisition method of accounting, whereby operating results subsequent to the acquisition date are included in the interim unaudited condensed consolidated financial statements . The fair values of the assets acquired are summarized below (in thousands): Cash and cash equivalents $ 5 Inventories 39 Prepaid expenses and other current assets 38 Property and equipment 406 Reacquired franchise rights 1,139 Asset retirement obligation (75 ) Total identifiable net assets acquired 1,552 Goodwill 2,554 Total consideration $ 4,106 Reacquired franchise rights have weighted average useful lives of 6.6 years . Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired and is expected to be fully deductible for income tax purposes. This goodwill is primarily attributable to the acquired customer bases and, to a lesser extent, economies of scale expected from combining the operations of the acquired entities with the operations of the Company. Unaudited pro forma information —The following unaudited pro forma consolidated revenues and net income (loss) of the Company give effect to the M2AD Acquisition as if it had occurred as of the beginning of 2014 : Three Months Ended Nine Months Ended (in thousands) September 28, 2015 September 29, 2014 September 28, 2015 September 29, 2014 Pro forma revenues $ 28,132 $ 23,333 $ 87,500 $ 72,868 Pro forma net income (loss) $ 1,122 $ (808 ) $ 2,311 $ (1,544 ) The pro forma information presented in this note includes adjustments for amortization of acquired intangible assets, depreciation of acquired property and equipment and income tax expense. The pro forma information is presented for informational purposes and may not be indicative of the results that would have been obtained had the M2AD Acquisition actually occurred at the beginning of 2014 , nor is it intended to be indicative of future operating performance. Revenues and net income from the acquired stores from the closing date of the M2AD Acquisition included in the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 28, 2015 , are as follows: Three Months Ended Nine Months Ended (in thousands) September 28, 2015 September 28, 2015 Revenues $ 1,259 $ 2,824 Net income 74 188 Other Acquisitions PMCSI also acquired all of the assets of 16 stores through seven individually immaterial acquisitions during the nine months ended September 28, 2015 : eight stores in Tennessee, three in Washington, two in Texas, one in Idaho, one in Oregon, and one in Colorado. The Tennessee stores were acquired on January 26, 2015, the Idaho store on January 12, 2015, the Oregon store on March 2, 2015, the Texas stores on March 9, 2015 and July 27, 2015, respectively, the Colorado store on May 4, 2015, and the Washington stores on May 11, 2015 (collectively, the “ Other Acquisitions ”). The Company incurred transaction costs of $31,000 associated with the Other Acquisitions that were recognized as Other store operating costs in the Condensed Consolidated Statements of Operations . The aggregate purchase price for the Other Acquisitions was approximately $5.4 million , which included holdbacks totaling $84,000 in the aggregate. As of September 28, 2015 , PMCSI retained $13,000 of the aggregate holdback amount. The Other Acquisitions were funded through existing cash and were accounted for using the acquisition method of accounting, whereby operating results subsequent to the acquisition date are included in the interim unaudited condensed consolidated financial statements . The fair values of the assets acquired are summarized below (in thousands): Cash and cash equivalents $ 9 Inventories 81 Prepaid expenses and other current assets 67 Property and equipment 1,280 Reacquired franchise rights 1,041 Asset retirement obligation (176 ) Total identifiable net assets acquired 2,302 Goodwill 3,104 Total consideration $ 5,406 Reacquired franchise rights have weighted average useful lives of 3.4 years . Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired and is expected to be fully deductible for income tax purposes. This goodwill is primarily attributable to the acquired customer bases and, to a lesser extent, economies of scale expected from combining the operations of the acquired entities with the operations of the Company. Unaudited pro forma information —The following unaudited pro forma consolidated revenues and net income (loss) of the Company give effect to the Other Acquisitions as if they had occurred as of the beginning of 2014 : Three Months Ended Nine Months Ended (in thousands) September 28, 2015 September 29, 2014 September 28, 2015 September 29, 2014 Pro forma revenues $ 28,158 $ 23,906 $ 88,092 $ 74,492 Pro forma net income (loss) $ 1,125 $ (840 ) $ 2,296 $ (1,639 ) The pro forma information presented in this note includes adjustments for amortization of acquired intangible assets, depreciation of acquired property and equipment and income tax expense. The pro forma information is presented for informational purposes and may not be indicative of the results that would have been obtained had the Other Acquisitions actually occurred at the beginning of 2014 , nor is it intended to be indicative of future operating performance. Revenues and net loss from the acquired stores from the closing date of the Other Acquisitions included in the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 28, 2015 , are as follows: Three Months Ended Nine Months Ended (in thousands) September 28, 2015 September 28, 2015 Revenues $ 1,929 $ 4,306 Net loss (76 ) (197 ) |