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BUSINESS COMBINATION (Tables) | 9 Months Ended
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Jul. 10, 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):
| Initial Allocation of Consideration |  | Measurement Period Adjustments (1) |  | July 10, 2022
Total preliminary aggregate purchase consideration, net of $12,068 cash acquired | $ | 581,241 |  |  | $ | — |  |  | $ | 581,241 |
Assets: |  |  |  |  |
Accounts and other receivables | 3,809 |  |  | — |  |  | 3,809 |
Inventories | 3,233 |  |  | — |  |  | 3,233 |
Prepaid expenses | 2,950 |  |  | — |  |  | 2,950 |
Other current assets | 105 |  |  | — |  |  | 105 |
Property and equipment | 150,826 |  |  | (5,341) |  |  | 145,485 |
Operating lease right-of-use assets | 349,489 |  |  | — |  |  | 349,489 |
Intangible assets | 12,371 |  |  | — |  |  | 12,371 |
Trademarks | 283,500 |  |  | — |  |  | 283,500 |
Other assets | 5,128 |  |  | — |  |  | 5,128 |
Liabilities: |  |  |  |  |
Current maturities of long-term debt | 22 |  |  | — |  |  | 22 |
Current operating lease liabilities | 21,991 |  |  | — |  |  | 21,991 |
Accounts payable | 18,808 |  |  | — |  |  | 18,808 |
Accrued liabilities | 66,739 |  |  | 45,076 |  |  | 111,815 |
Long-term debt, net of current maturities | 349 |  |  | — |  |  | 349 |
Long-term operating lease liabilities, net of current portion | 302,688 |  |  | — |  |  | 302,688 |
Deferred tax liabilities | 88,203 |  |  | (12,668) |  |  | 75,535 |
Other long-term liabilities | 13,080 |  |  | — |  |  | 13,080 |
Net assets acquired, excluding goodwill | $ | 299,531 |  |  | $ | (37,749) |  |  | $ | 261,782 |
Goodwill | $ | 281,710 |  |  | $ | 37,749 |  |  | $ | 319,459 |
____________________________ (1)The Company recorded measurement period adjustments in the third quarter of fiscal 2022 attributable to the Company’s review of inputs and assumptions utilized in valuation models, in addition to new information obtained during the quarter surrounding the settlement of a litigation matter which existed at the date of acquisition. Refer to Note 15, Commitments and Contingencies, for further details regarding the litigation matter.
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)
Trademarks |  | $ | 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 |
|  | Quarter |  | Year-to-date
|  | July 4, 2021 |  | July 10, 2022 |  | July 4, 2021
Total revenue |  | $ | 393,521 |  |  | $ | 1,283,387 |  |  | $ | 1,263,299 |
Net earnings |  | $ | 42,491 |  |  | $ | 74,711 |  |  | $ | 102,305 |
The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from this acquisition, mainly including adjustments to reflect additional amortization expense from acquired intangibles, incremental depreciation expense from the fair value property and equipment, elimination of historical interest expense associated with both Del Taco’s and the Company’s historical indebtedness, additional interest expense associated with the new Del Taco revolving credit facility and the Company’s new borrowings as part of the refinancing to fund the acquisition, adjusted rent expense reflecting the acquired right-of-use assets and liabilities to their estimated acquisition-date values based upon preliminary valuation of related lease intangibles and remaining payments, as well as the fair value adjustments made to leasehold improvements, certain material non-recurring adjustments and the tax-related effects as though Del Taco was combined as of the beginning of fiscal 2021. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2021, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

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- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472 + Details
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