v3.24.3
Business Combination (Tables)
 12 Months Ended
Sep. 29, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Franchise Acquisitions 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, 202236,442
Del Taco RSAs subject to accelerated vesting805
Del Taco RSUs subject to accelerated vesting70
Del Taco options subject to accelerated vesting292
Total Del Taco shares outstanding37,610
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 
Total 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 final allocation of the purchase consideration was as follows (in thousands):
Total aggregate purchase consideration, net of $12,068 cash acquired
$581,241 
Assets:
Accounts and other receivables4,583 
Inventories3,233 
Prepaid expenses2,950 
Other current assets105 
Property and equipment145,032 
Operating lease right-of-use assets350,289 
Intangible assets12,371 
Trademarks283,500 
Other assets5,128 
Liabilities:
Current maturities of long-term debt22 
Current operating lease liabilities21,991 
Accounts payable18,808 
Accrued liabilities112,579 
Long-term debt, net of current maturities349 
Long-term operating lease liabilities, net of current portion303,488 
Deferred tax liabilities75,355 
Other long-term liabilities13,080 
Net assets acquired, excluding goodwill$261,519 
Goodwill$319,722 
The following table provides detail of the combined acquisitions in the following periods (dollars in thousands):
202420232022
Restaurants acquired from Jack in the Box franchisees— — 13 
Restaurants acquired from Del Taco franchisees10 — — 
Purchase price (1)(86)— (297)
Closing and acquisition costs(31)— — 
Property and equipment3,945 — 540 
Intangible assets167 — 66 
Operating lease right-of-use assets3,479 — — 
Operating lease liability(4,772)— — 
Gain on the acquisition of franchise-operated restaurants$2,702 $— $309 
(1)The amounts related to outstanding receivables from franchisee forgiven upon acquisition
Business Combination, Goodwill Segment Allocation The goodwill arising from the Del Taco acquisition was allocated to the Company’s reporting units as follows (in thousands):
Del Taco brand$230,722 
Jack in the Box brand89,000 
Total acquisition date goodwill $319,722 
Schedule of Intangible Assets and the Useful Lives
The values allocated to intangible assets and the useful lives are as follows (in thousands):
AmountWeighted Average Useful Life (Years)
Trademarks$283,500 Indefinite
Franchise contracts9,700 18
Sublease assets2,671 13
Estimated fair value of acquired intangible assets$295,871 
Schedule of Pro Forma Information The following unaudited pro forma combined financial information presents the Company’s results as though Del Taco and the Company had been combined as the beginning of fiscal year 2021 (in thousands):
20222021
Total revenue
$1,686,160 $1,665,660 
Net earnings
$118,000 $133,485