BUSINESS COMBINATION (Tables)

6 Months Ended

Apr. 17, 2022

Business Combinations [Abstract]

Summary of Recognized Identified Assets Acquired and Liabilities Assumed

The following summarizes the purchase consideration paid to Del Taco shareholders (in thousands, except per share data):

	Amount
Del Taco shares outstanding as of March 8, 2022	36,442
Del Taco RSAs subject to accelerated vesting	805
Del Taco RSUs subject to accelerated vesting	70
Del Taco options subject to accelerated vesting	292
Total Del Taco shares outstanding	37,610
Merger Consideration (per Del Taco share)	$	12.51
Total cash consideration paid to selling shareholders	$	470,500
Del Taco transaction costs paid by Jack in the Box (1)	7,141
Del Taco closing indebtedness settled by Jack in the Box (2)	115,219
Replacement share-based payment awards pre-combination vesting expense	449
Preliminary aggregate purchase consideration	$	593,309

____________________________

(1)Represents the portion of Del Taco merger-related transaction costs that were paid at the Closing Date by the Company.

(2)Represents the closing indebtedness of Del Taco’s existing debt that was paid at the Closing Date by the Company.

The preliminary allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed is based on the estimated fair values and is as follows (in thousands):

	Amount
Total preliminary aggregate purchase consideration, net of $12,068 cash acquired	$	581,241
Assets:
Accounts and other receivables	3,809
Inventories	3,233
Prepaid expenses	2,950
Other current assets	105
Property and equipment	150,826
Operating lease right-of-use assets	349,489
Intangible assets	12,371
Trademarks	283,500
Other assets	5,128
Liabilities:
Current maturities of long-term debt	22
Current operating lease liabilities	21,991
Accounts payable	18,808
Accrued liabilities	66,739
Long-term debt, net of current maturities	349
Long-term operating lease liabilities, net of current portion	302,688
Deferred tax liabilities	88,203
Other long-term liabilities	13,080
Net assets acquired, excluding goodwill	$	299,531
Goodwill	$	281,710

Schedule of Intangible Assets and the Useful Lives

The preliminary values allocated to intangible assets and the useful lives are as follows (in thousands):

	Amount		Useful life (Years)
Trade name	$	283,500	Indefinite
Franchise contracts	9,700		18
Sublease assets	2,671		13
Estimated fair value of acquired intangible assets	$	295,871

Schedule of Pro Forma Information

The unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP (in thousands):

	Quarter				Year-to-date
	April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021
Total revenue	$	382,051	$	377,864	$	885,082	$	869,778
Net earnings	$	23,563	$	33,758	$	51,854	$	59,814