| Schedule of assets and liabilities |
The fair values set forth below are based on preliminary estimates and are subject to change as additional information is obtained during the measurement period which is up to one year from acquisition date (amounts in thousands).
|
|
|
|
Preliminary purchase consideration: |
|
|
|
Contractual purchase price |
|
$ |
365,000 |
Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable |
|
|
25,224 |
Working capital adjustment |
|
|
(82) |
Cash consideration paid |
|
|
390,142 |
|
|
|
|
Net assets acquired: |
|
|
|
Cash and cash equivalents |
|
$ |
20,986 |
Restricted cash and cash equivalents |
|
|
551 |
Credit card receivable |
|
|
3,687 |
Inventory |
|
|
4,405 |
Other current assets |
|
|
7,315 |
Property and equipment |
|
|
103,015 |
Operating lease right-of-use assets |
|
|
181,144 |
Deferred tax assets, net |
|
|
26,808 |
Intangible assets |
|
|
130,900 |
Other assets |
|
|
2,898 |
Accounts payable |
|
|
(9,851) |
Accrued expenses |
|
|
(29,228) |
Other current liabilities |
|
|
(5,337) |
Operating lease liabilities |
|
|
(187,909) |
Other long-term liabilities |
|
|
(4,404) |
Total net assets acquired |
|
|
244,980 |
Goodwill |
|
$ |
145,162 |
|
| Schedule of information showing pro forma results of operations |
The following pro forma results of operations for the three and six months ended June 30, 2024 and 2023 give effect to the Benihana Acquisition as if it had occurred on January 1, 2023 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Total Revenues(1) |
|
$ |
212,794 |
|
$ |
217,260 |
|
$ |
431,026 |
|
$ |
434,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income as reported |
|
$ |
(10,535) |
|
$ |
3,293 |
|
$ |
39,880 |
|
$ |
8,577 |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Transaction and exit costs |
|
|
11,236 |
|
|
— |
|
|
13,639 |
|
|
(13,639) |
Transition and integration costs |
|
|
3,794 |
|
|
— |
|
|
3,794 |
|
|
(3,794) |
Loss on early debt extinguishment |
|
|
4,149 |
|
|
— |
|
|
4,149 |
|
|
(4,149) |
Purchase price accounting adjustments(2) |
|
|
67 |
|
|
171 |
|
|
9,744 |
|
|
463 |
Change in interest expense |
|
|
387 |
|
|
463 |
|
|
891 |
|
|
1,170 |
Pro forma net income (loss) before income taxes |
|
|
9,098 |
|
|
3,927 |
|
|
72,097 |
|
|
(11,372) |
Income tax effect of adjustments |
|
|
(1,473) |
|
|
(48) |
|
|
(2,416) |
|
|
1,496 |
Change in valuation allowance |
|
|
— |
|
|
— |
|
|
(59,925) |
|
|
— |
Pro forma net income (loss) |
|
$ |
7,625 |
|
$ |
3,879 |
|
$ |
9,756 |
|
$ |
(9,876) |
(1) $3.6 million of the year-over-year change in revenue occurred at Benihana and RA during April 2024, before the acquisition
(2) Purchase price accounting adjustments include the elimination of Benihana's impairment charges and changes to depreciation
The above pro forma information includes the below post-acquisition results of the Benihana Acquisition (in thousands):
|
|
|
|
Revenue |
|
$ |
89,137 |
|
|
|
|
Operating Income |
|
$ |
14,875 |
Adjustments: |
|
|
|
General and administrative(1) |
|
|
(2,597) |
Transaction and exit costs |
|
|
(6,826) |
Transition and integration costs |
|
|
(3,794) |
Adjusted Operating Income |
|
|
1,658 |
Interest expense |
|
|
(5,787) |
Loss on early debt extinguishment |
|
|
(4,149) |
Loss before provision for income taxes |
|
|
(8,278) |
Benefit for income taxes |
|
|
2,243 |
Net loss |
|
$ |
(6,035) |
(1) Reflects only direct general and administrative costs
|