NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - Basis of Presentation The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC and Dodge’s historical financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the presentation of Dodge’s financial statements with those of RBC. RBC is currently in the process of evaluating Dodge’s accounting policies, which will be finalized upon completion of the Pending Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, RBC has determined that no significant adjustments are necessary to conform Dodge’s financial statements to the accounting policies used by RBC. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with RBC as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC and Dodge. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the aggregate acquisition consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate acquisition consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Pending Acquisition could differ materially from the preliminary allocation of aggregate acquisition consideration. The final valuation will be based on the actual net tangible and intangible assets of Dodge existing at the acquisition date. The unaudited pro forma condensed combined bal...
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - Basis of Presentation The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022. The unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 and the nine months ended September 30, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra, as applicable. The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022. Regal Rxxxxxx’s, Axxxx’s and the Rexnord PMC business’ historical financial statements were prepared in accordance with GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Regal Rxxxxxx’s, the Rexnord PMC business’, and Axxxx’s financial statement presentation. Regal Rexnord is currently in the process of evaluating Altra’s accounting policies. That review will be finalized upon completion of the Merger, or as more information becomes available. As a result of that review, differences could be identified between the accounting ...
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (in thousands) Del Taco's Historical Condensed Combined Statements of Comprehensive Income (Loss) Line Items Jack in the Box's Condensed Consolidated Statements of Earnings (Loss) Line Items Del Taco Sixteen Weeks Ended December 28, 2021 Reclassification Del Taco Sixteen Weeks Ended December 28, 2021 Reclassed Revenue: Revenue: Franchise sublease and other income Franchise rental revenues 2,704 (422) (a) 2,282 Franchise advertising contributions Franchise contributions for advertising and other services 5,463 509 5,972 Franchise revenue Franchise royalties and other 7,275 (498) 6,777 Operating expenses: Operating costs and expenses, net: Labor and related expenses Payroll and employee benefits 49,983 685 (b) (m) 50,668 Occupancy and other operating expenses Occupancy and other 35,426 (6,138) (b) (c) (n) 29,288 Occupancy and other - franchise subleases and other Franchise occupancy expenses 2,502 (310) (e) 2,192 General and administrative Selling, general, and administrative expenses 17,809 4,987 (c) (d) (f) (k) (l) (m) (n) (o) 22,796 Franchise advertising expenses Franchise advertising and other services expenses 5,463 484 (e) (o) 5,947 Depreciation and amortization Depreciation and amortization 8,251 (637) (l) 7,614 Franchise support and other costs 450 (d) 450 Pre-opening costs 275 (275) (f) - Impairment of long-lived assets 9,115 (9,115) (g) - Other operating expenses (income), net 12,456 (a) (g) (h) (i) (j) 12,456 Restaurant closure charges, net 877 (877) (h) -
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. The pro forma adjustments related to the Metro acquisition included in the pro forma financial information are as follows:
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION a) Refer to the table below for a summary of reclassification adjustments made to conform the presentation of Del Taco’s audited consolidated balance sheet as of December 28, 2021 with the presentation of Xxxx in the Box’s unaudited condensed consolidated balance sheet as of January 23, 2022. (in thousands) Del Taco's Historical Consolidated Balance Sheet Line Items Jack in the Box's Historical Consolidated Balance Sheet Line Items Del Taco Consolidated Balances as of December 28, 2021 Reclassification Del Taco Consolidated Balances as of December 28, 2021 Reclassed Assets Assets Prepaid expenses and other current assets Prepaid expenses 2,965 (124) 2,841 Other current assets 124 124 Property and equipment, net Property and equipment, net 145,338 858 146,196 Other assets, net Other assets, net 7,107 (859) 6,248 Liabilities and shareholders’ equity Liabilities and stockholders’ deficit Accounts payable Accounts payable 20,013 (1,083) (a) 18,930 Other accrued liabilities Accrued liabilities 51,071 9,938 (a) (b) (c) 61,009 Other non-current liabilities Other long-term liabilities 16,838 (8,855) (b) (c) 7,983 Retained earnings (115,241) (115,241) Accumulated deficit (115,241) 115,241 - (a) Reclassification of $1.1 million of Accounts payable to Accrued liabilities.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION d) Represents alignment of Del Taco’s accounting policy to Xxxx in the Box related to franchise advertising contributions to a marketing fund. Del Taco and Jack in the Box’s franchise advertising contributions consist of a percentage of franchise restaurant's sales paid to each company for advertising and promotional services that each company provides. Xxxx in the Box’s policy for contributions to their marketing fund are based on a percentage of sales and recognized as earned. When contributions to the marketing fund exceed the related advertising expenses, advertising costs are accrued up to the amount of revenues on an annual basis since Jack in the Box contractually obligated to spend these funds.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (b) Reflects the adjustment to step-up acquired intangible assets to their estimated acquisition-date fair values based upon a preliminary valuation. The trade name was valued using the relief from royalty method of the income approach, which was applied by discounting the after-tax royalties avoided by owning the trade name to present value. The key inputs and assumptions included the Company's estimates of the projected system wide sales, royalty rate and discount rate applicable to the trade name. The franchise and development agreements were valued using the income approach, which was applied by discounting the projected after-tax cash flows associated with the agreements to present value. The key inputs and assumptions included the Company's estimates of the projected royalties received under the existing franchise and development agreements (including the impact of franchise churn) and the applicable discount rate. The favorable and unfavorable subleases were valued using the income approach, which was applied by discounting the differential between the market rent and contract rent to present value. The key inputs and assumptions included the Company's estimates of the market rent, contract rent and discount rate applicable to the favorable and unfavorable subleases. The pro forma adjustment is calculated as follows: Intangibles (in thousands) Amount Pro forma transaction accounting adjustments – acquisition: Preliminary fair value of trade name (1) $ 283,500 Elimination of Del Taco's historical net book value of trade name (208,400 ) Net pro forma transaction accounting adjustment – acquisition to trademarks $ 75,100 Intangible assets remeasured at fair value: Franchise contracts (1) $ 9,700 Unfavorable subleases (2) 2,671 Preliminary fair value of acquired intangibles 12,371 Elimination of Del Taco's historical net book value of intangible assets (8,507 ) Net pro forma transaction accounting adjustment – acquisition to intangible assets, net $ 3,864
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (c) Reflects the adjustment to step-up acquired property and equipment to their estimated acquisition-date fair values based upon a preliminary valuation. The pro forma adjustment is calculated as follows: Property and equipment, net (in thousands) Amount Pro forma transaction accounting adjustments – acquisition: Preliminary fair value of acquired property and equipment (1) $ 150,817 Elimination of Del Taco's historical net book value of property and equipment, at cost (270,995 ) Elimination of Del Taco's historical net book value of accumulated depreciation and amortization 124,798 Net pro forma transaction accounting adjustments – acquisition to property and equipment, net $ 4,620 (1) This includes an adjustment of $0.5 million related to the step-up in fair value of acquired asset retirement obligations.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (h) Reflects the elimination of Del Taco’s historical equity.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (l) Reflects the adjustment to step-up the acquired favorable subleases and the acquired asset retirement obligations to their estimated acquisition-date values based upon a preliminary valuation derived using the income approach. The pro forma adjustment is calculated as follows: Other long-term liabilities (in thousands) Amount Pro forma transaction accounting adjustments – acquisition: Preliminary fair value of favorable subleases (1) $ 5,985 Elimination of Del Taco's historical favorable subleases, net (1) (1,264 ) Preliminary fair value of asset retirement obligations (2) 562 Elimination of Del Taco’s historical asset retirement obligations (2) (207 ) Net pro forma transaction accounting adjustment – acquisition to other long-term liabilities $ 5,076 (1) A net adjustment of $1.2 million was made to Intangibles, net related to the step-up in fair value of the acquired unfavorable subleases. Refer to Note 4(b) for additional information related to this adjustment.
