| Schedule of assets and liabilities |
|
|
|
|
Purchase consideration: |
|
|
|
Contractual purchase price |
|
$ |
365,000 |
Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable |
|
|
25,117 |
Working capital adjustment |
|
|
1,151 |
Cash consideration paid |
|
|
391,268 |
|
|
|
|
Net assets acquired: |
|
|
|
Cash and cash equivalents |
|
$ |
20,879 |
Restricted cash and cash equivalents |
|
|
551 |
Credit card receivable |
|
|
3,687 |
Inventory |
|
|
4,405 |
Other current assets |
|
|
7,471 |
Property and equipment |
|
|
102,552 |
Operating lease right-of-use assets |
|
|
182,346 |
Deferred tax assets, net |
|
|
29,991 |
Intangible assets |
|
|
117,800 |
Other assets |
|
|
2,899 |
Accounts payable |
|
|
(9,851) |
Accrued expenses |
|
|
(30,074) |
Other current liabilities |
|
|
(3,134) |
Operating lease liabilities |
|
|
(189,181) |
Other long-term liabilities |
|
|
(4,404) |
Total net assets acquired |
|
|
235,937 |
Goodwill |
|
$ |
155,331 |
|
| Schedule of information showing pro forma results of operations |
The following unaudited pro forma results of operations for the three and nine months ended September 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 September 30, |
|
For the nine months ended September 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Total Revenues |
|
$ |
193,975 |
|
$ |
201,688 |
|
$ |
625,001 |
|
$ |
636,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income as reported |
|
$ |
(8,890) |
|
$ |
(5,522) |
|
$ |
30,990 |
|
$ |
3,055 |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Transaction and exit costs |
|
|
850 |
|
|
— |
|
|
14,489 |
|
|
(14,489) |
Transition and integration costs |
|
|
6,274 |
|
|
— |
|
|
10,068 |
|
|
(10,068) |
Loss on early debt extinguishment |
|
|
— |
|
|
— |
|
|
4,149 |
|
|
(4,149) |
Purchase price accounting adjustments(1) |
|
|
— |
|
|
177 |
|
|
9,744 |
|
|
640 |
Change in interest expense |
|
|
284 |
|
|
1,139 |
|
|
1,175 |
|
|
2,309 |
Pro forma net income (loss) before income taxes |
|
|
(1,482) |
|
|
(4,206) |
|
|
70,615 |
|
|
(22,702) |
Income tax effect of adjustments |
|
|
(556) |
|
|
436 |
|
|
(2,972) |
|
|
1,932 |
Change in valuation allowance |
|
|
— |
|
|
— |
|
|
(59,925) |
|
|
— |
Pro forma net income (loss) |
|
$ |
(2,038) |
|
$ |
(3,770) |
|
$ |
7,718 |
|
$ |
(20,770) |
(1) Purchase price accounting adjustments include the elimination of Benihana's impairment charges and changes to depreciation
|