XML 48 R32.htm IDEA: XBRL DOCUMENT v3.22.2.2
Summary of Refranchisings and Franchise Acquisitions (Tables)
12 Months Ended
Oct. 02, 2022
Summary Of Refranchisings, Franchisee Development And Acquisitions [Abstract]  
Summary Of Refranchisings And Franchise Acquisitions
Refranchisings — The following table summarizes the number of restaurants sold to franchisees and gains recognized in each fiscal year (dollars in thousands):
202220212020
Restaurants sold to Jack in the Box franchisees15 — — 
Proceeds from the sale of company-operated restaurants (1)$6,391 $1,827 $3,395 
Net assets sold (primarily property and equipment)(1,565)— — 
Goodwill related to the sale of company-operated restaurants(948)— — 
Other (2)— 2,376 (134)
Gains on the sale of company-operated restaurants$3,878 $4,203 $3,261 
________________________
(1)Amounts in 2022, 2021, and 2020 include additional proceeds of $1.4 million, $1.8 million, and $3.4 million, respectively, related to the extension of the underlying franchise and lease agreements from the sale of restaurants in prior years.
(2)Amounts in 2021 and 2020 relate to adjustments to contingencies that were included in underlying franchise and lease agreements from the sale of restaurants in prior years.
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, which includes measurement-period adjustments recorded in our third and fourth quarters of fiscal 2022, is as follows (in thousands):
Initial Allocation of ConsiderationMeasurement Period AdjustmentsOctober 2,
2022
Total aggregate purchase consideration, net of $12,068 cash acquired
$581,241 $— $581,241 
Assets:
Accounts and other receivables3,809 774 4,583 
Inventories3,233 — 3,233 
Prepaid expenses2,950 — 2,950 
Other current assets105 — 105 
Property and equipment150,826 (5,794)145,032 
Operating lease right-of-use assets349,489 800 350,289 
Intangible assets12,371 — 12,371 
Trademarks283,500 — 283,500 
Other assets5,128 — 5,128 
Liabilities:
Current maturities of long-term debt22 — 22 
Current operating lease liabilities21,991 — 21,991 
Accounts payable18,808 — 18,808 
Accrued liabilities66,739 45,840 112,579 
Long-term debt, net of current maturities349 — 349 
Long-term operating lease liabilities, net of current portion302,688 800 303,488 
Deferred tax liabilities88,203 (12,848)75,355 
Other long-term liabilities13,080 — 13,080 
Net assets acquired, excluding goodwill$299,531 $(38,012)$261,519 
Goodwill$281,710 $38,012 $319,722 
The following table provides detail of the combined acquisitions in 2022, 2021, and 2020 (dollars in thousands):
202220212020
Restaurants acquired from franchisees13 20 
Inventory$— $258 $73 
Property and equipment540 1,136 903 
Intangible assets66 245 263 
Other assets— 10 
Goodwill — 613 414 
Gains on the acquisition of franchise-operated restaurants(309)(340)— 
Liabilities assumed— (277)(800)
Total consideration$297 $1,645 $859 
Disclosure of Assets Held-for-sale
Assets held for sale — Assets classified as held for sale consisted of the following at each fiscal year-end (in thousands):
October 2,
2022
October 3,
2021
Jack in the Box restaurant properties held for sale (1) $14,151 $— 
Other property and equipment held for sale (2)2,868 1,692 
Assets held for sale$17,019 $1,692 
________________________
(1)Consists of properties that are currently leased to franchisees which we intend to sell the underlying real estate directly to the franchisee and/or sell and leaseback with a third party within the next twelve months.
(2)Consists primarily of owned properties of closed restaurants which we are actively marketing for sale.