SEC Form 10-Q filed by Jack In The Box Inc.

5/14/24 9:30:48 AM ET

$JACK

Restaurants

Consumer Discretionary

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jack-20240414

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 14, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ________to________.

Commission File Number: 1-9390

____________________________________________________

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________

Delaware

95-2698708

(State of Incorporation)

(I.R.S. Employer Identification No.)

9357 Spectrum Center Blvd.

San Diego, California 92123

(Address of principal executive offices)

Registrant’s telephone number, including area code (858) 571-2121

_______________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	JACK	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	þ	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ

As of the close of business May 8, 2024, 19,390,075 shares of the registrant’s common stock were outstanding.

JACK IN THE BOX INC. AND SUBSIDIARIES

INDEX


		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Earnings	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Stockholders’ Deficit	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults of Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signature	36

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


	April 14, 2024		October 1, 2023
ASSETS
Current assets:
Cash	$	20,197	$	157,653
Restricted cash	28,780		28,254
Accounts and other receivables, net	102,664		99,678
Inventories	4,067		3,896
Prepaid expenses	8,020		16,911
Current assets held for sale	24,970		13,925
Other current assets	5,609		5,667
Total current assets	194,307		325,984
Property and equipment:
Property and equipment, at cost	1,267,469		1,258,589
Less accumulated depreciation and amortization	(850,333)		(846,559)
Property and equipment, net	417,136		412,030
Other assets:
Operating lease right-of-use assets	1,414,559		1,397,555
Intangible assets, net	11,254		11,330
Trademarks	283,500		283,500
Goodwill	329,583		329,986

Other assets, net	248,636		240,707
Total other assets	2,287,532		2,263,078
	$	2,898,975	$	3,001,092
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt	$	30,049	$	29,964
Current operating lease liabilities	158,326		142,518
Accounts payable	82,336		84,960
Accrued liabilities	168,973		302,178
Total current liabilities	439,684		559,620
Long-term liabilities:
Long-term debt, net of current maturities	1,712,360		1,724,933
Long-term operating lease liabilities, net of current portion	1,279,443		1,265,514
Deferred tax liabilities	26,808		26,229
Other long-term liabilities	143,301		143,123
Total long-term liabilities	3,161,912		3,159,799
Stockholders’ deficit:
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued	—		—
Common stock $0.01 par value, 175,000,000 shares authorized, 82,776,086 and 82,645,814 issued, respectively	828		826
Capital in excess of par value	528,887		520,076
Retained earnings	1,983,944		1,937,598
Accumulated other comprehensive loss	(50,944)		(51,790)
Treasury stock, at cost, 63,422,351 and 62,910,964 shares, respectively	(3,165,336)		(3,125,037)
Total stockholders’ deficit	(702,621)		(718,327)
	$	2,898,975	$	3,001,092

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Revenues:
Company restaurant sales	$	167,098	$	202,604	$	391,138	$	472,795
Franchise rental revenues	85,826		83,520		199,022		192,350
Franchise royalties and other	55,084		53,982		128,414		130,372
Franchise contributions for advertising and other services	57,339		55,638		134,271		127,323
	365,347		395,744		852,845		922,840
Operating costs and expenses, net:
Food and packaging	45,914		59,310		110,046		141,243
Payroll and employee benefits	54,054		65,035		127,108		153,676
Occupancy and other	32,355		39,275		74,408		90,646
Franchise occupancy expenses	57,091		52,649		129,715		119,873
Franchise support and other costs	3,860		3,260		9,054		5,137
Franchise advertising and other services expenses	59,523		58,143		139,757		132,713
Selling, general and administrative expenses	37,520		39,405		83,885		89,547
Depreciation and amortization	13,906		14,598		32,379		34,000
Pre-opening costs	602		154		1,067		485
Other operating expenses (income), net	5,267		2,980		10,437		(2,521)
Losses (gains) on the sale of company-operated restaurants	1,065		(704)		1,319		(4,529)
	311,157		334,105		719,175		760,270
Earnings from operations	54,190		61,639		133,670		162,570
Other pension and post-retirement expenses, net	1,579		1,607		3,685		3,751
Interest expense, net	18,603		19,357		43,089		45,505
Earnings before income taxes	34,008		40,675		86,896		113,314
Income taxes	9,028		14,168		23,233		33,553
Net earnings	$	24,980	$	26,507	$	63,663	$	79,761

Earnings per share:
Basic	$	1.27	$	1.28	$	3.22	$	3.83
Diluted	$	1.26	$	1.27	$	3.19	$	3.81

Cash dividends declared per common share	$	0.44	$	0.44	$	0.88	$	0.88

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Net earnings	$	24,980	$	26,507	$	63,663	$	79,761
Other comprehensive income:

Actuarial losses and prior service costs reclassified to earnings	493		495		1,150		1,159

Tax effect	(131)		(129)		(304)		(304)
Other comprehensive income, net of taxes	362		366		846		855

Comprehensive income	$	25,342	$	26,873	$	64,509	$	80,616

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Year-to-date
	April 14, 2024		April 16, 2023
Cash flows from operating activities:
Net earnings	$	63,663	$	79,761
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization	32,379		34,000
Amortization of franchise tenant improvement allowances and incentives	2,538		2,237
Deferred finance cost amortization	2,610		2,787
Excess tax (benefits) deficiency from share-based compensation arrangements	(49)		142
Deferred income taxes	(2,326)		1,496
Share-based compensation expense	8,661		5,932
Pension and post-retirement expense	3,685		3,751
Gains on cash surrender value of company-owned life insurance	(7,949)		(8,007)
Losses (gains) on the sale of company-operated restaurants	1,319		(4,529)
Gains on acquisition of restaurants	(2,357)		—
Losses (gains) on the disposition of property and equipment, net	1,148		(8,615)
Impairment charges and other	1,580		549
Changes in assets and liabilities, excluding acquisitions:
Accounts and other receivables	815		(1,456)
Inventories	(170)		(23)
Prepaid expenses and other current assets	9,299		6,344
Operating lease right-of-use assets and lease liabilities	9,392		8,561
Accounts payable	(396)		(15,994)
Accrued liabilities	(123,532)		(7,043)
Pension and post-retirement contributions	(3,288)		(3,234)
Franchise tenant improvement allowance and incentive disbursements	(1,460)		(2,052)
Other	(1,583)		(499)
Cash flows (used in) provided by operating activities	(6,021)		94,108
Cash flows from investing activities:
Purchases of property and equipment	(61,071)		(37,196)
Proceeds from the sale of property and equipment	1,500		23,371
Proceeds from the sale and leaseback of assets	1,728		3,673
Proceeds from the sale of company-operated restaurants	1,989		18,417
Other	—		1,465
Cash flows (used in) provided by investing activities	(55,854)		9,730
Cash flows from financing activities:

Repayments of borrowings on revolving credit facilities	—		(50,000)

Principal repayments on debt	(14,818)		(15,088)

Dividends paid on common stock	(17,167)		(18,218)
Proceeds from issuance of common stock	2		—
Repurchases of common stock	(40,000)		(32,621)
Payroll tax payments for equity award issuances	(3,072)		(1,115)
Cash flows used in financing activities	(75,055)		(117,042)
Net decrease in cash and restricted cash	(136,930)		(13,204)
Cash and restricted cash at beginning of period	185,907		136,040
Cash and restricted cash at end of period	$	48,977	$	122,836

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands)

(Unaudited)


	Number of Shares	Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at October 1, 2023	82,646	$	826	$	520,076	$	1,937,598	$	(51,790)	$	(3,125,037)	$	(718,327)
Shares issued under stock plans, including tax benefit	107	1		—		—		—		—		1
Share-based compensation	—	—		4,820		—		—		—		4,820
Dividends declared	—	—		74		(8,726)		—		—		(8,652)
Purchases of treasury stock	—	—		—		—		—		(25,166)		(25,166)
Net earnings	—	—		—		38,683		—		—		38,683
Other comprehensive income	—	—		—		—		484		—		484
Balance at January 21, 2024	82,753	$	827	$	524,970	$	1,967,555	$	(51,306)	$	(3,150,203)	$	(708,157)
Shares issued under stock plans, including tax benefit	23	1		—		—		—		—		1
Share-based compensation	—	—		3,841		—		—		—		3,841
Dividends declared	—	—		76		(8,591)		—		—		(8,515)
Purchases of treasury stock	—	—		—		—		—		(15,133)		(15,133)
Net earnings	—	—		—		24,980		—		—		24,980
Other comprehensive income	—	—		—		—		362		—		362
Balance at April 14, 2024	82,776	$	828	$	528,887	$	1,983,944	$	(50,944)	$	(3,165,336)	$	(702,621)


	Number of Shares	Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at October 2, 2022	82,581	$	826	$	508,323	$	1,842,947	$	(53,982)	$	(3,034,306)	$	(736,192)
Shares issued under stock plans, including tax benefit	36	—		—		—		—		—		—
Share-based compensation	—	—		3,534		—		—		—		3,534
Dividends declared	—	—		67		(9,221)		—		—		(9,154)
Purchases of treasury stock	—	—		—		—		—		(14,999)		(14,999)
Net earnings	—	—		—		53,254		—		—		53,254
Other comprehensive income	—	—		—		—		489		—		489
Balance at January 22, 2023	82,617	$	826	$	511,924	$	1,886,980	$	(53,493)	$	(3,049,305)	$	(703,068)
Shares issued under stock plans, including tax benefit	12	—		—		—		—		—		—
Share-based compensation	—	—		2,398		—		—		—		2,398
Dividends declared	—	—		73		(9,139)		—		—		(9,066)
Purchases of treasury stock	—	—		—		—		—		(18,580)		(18,580)
Net earnings	—	—		—		26,507		—		—		26,507
Other comprehensive income	—	—		—		—		366		—		366
Balance at April 16, 2023	82,629	$	826	$	514,395	$	1,904,348	$	(53,127)	$	(3,067,885)	$	(701,443)

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.BASIS OF PRESENTATION

Nature of operations — Jack in the Box Inc. (the “Company”), together with its consolidated subsidiaries, develops, operates, and franchises quick-service restaurants under the Jack in the Box® and Del Taco® restaurant brands.

On March 8, 2022, the Company acquired Del Taco Restaurants, Inc. (“Del Taco”) for cash according to the terms and conditions of the Agreement and Plan of Merger, dated as of December 5, 2021.

As of April 14, 2024, there were 144 company-operated and 2,051 franchise-operated Jack in the Box restaurants and 166 company-operated and 429 franchise-operated Del Taco restaurants.

References to the Company throughout these notes to condensed consolidated financial statements are made using the first person notations of “we,” “us” and “our.”

Basis of presentation — The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

These financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 1, 2023 (“2023 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our 2023 Form 10-K.

In our opinion, all adjustments considered necessary for a fair presentation of financial condition and results of operations for these interim periods have been included. Operating results for one interim period are not necessarily indicative of the results for any other interim period or for the full year.

Fiscal year — The Company’s fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. In fiscal 2023, Del Taco operated on a fiscal year ending the Tuesday closest to September 30. Beginning fiscal 2024, Del Taco’s fiscal year shifted to align with Jack in the Box. As a result, Del Taco’s fiscal 2024 results include two fewer days. Fiscal years 2024 and 2023 include 52 weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks. All comparisons between 2024 and 2023 refer to the 12 weeks (“quarter”) and 28 weeks (“year-to-date”) ended April 14, 2024 and April 16, 2023, respectively, unless otherwise indicated.

Use of estimates — In preparing the condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make certain assumptions and estimates that affect reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingencies. In making these assumptions and estimates, management may from time to time seek advice and consider information provided by actuaries and other experts in a particular area. Actual amounts could differ materially from these estimates.

Advertising costs — The Company administers marketing funds at each of its restaurant brands that include contractual contributions. In 2024 and 2023, marketing fund contributions from Jack in the Box franchise and company-operated restaurants were approximately 5.0% of sales, and marketing fund contributions from Del Taco franchise and company-operated restaurants were approximately 4.0% of sales. Year-to-date incremental contributions made by the Company for both brands were $0.2 million in 2024, and less than $0.1 million in 2023, respectively.

Total contributions made by the Company are included in “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of earnings and for the quarter and year-to-date totaled $7.8 million and $18.2 million, respectively, in 2024, and $9.2 million and $21.3 million, respectively in 2023.

Allowance for credit losses — The Company closely monitors the financial condition of our franchisees and estimates the allowance for credit losses based on the lifetime expected loss on receivables. These estimates are based on historical collection experience with our franchisees as well as other factors, including current market conditions and events. Credit quality is monitored through the timing of payments compared to predefined aging criteria and known facts regarding the financial condition of the franchisee or customer. Account balances are charged off against the allowance after recovery efforts have ceased.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the activity in the allowance for doubtful accounts (in thousands):


	Year-to-date
	April 14, 2024		April 16, 2023
Balance as of beginning of period	$	(4,146)	$	(5,975)
(Provision) reversal for expected credit losses	(233)		1,911
Write-offs charged against the allowance	6		—
Balance as of end of period	$	(4,373)	$	(4,064)

Business combinations — The Company accounts for acquisitions using the acquisition method of accounting. Accordingly, assets acquired and liabilities assumed are recorded at their estimated fair values at the acquisition date. The excess of purchase price over fair value of net assets acquired, including the amount assigned to identifiable intangible assets, is recorded as goodwill.

Goodwill and trademarks — Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired, if any. We generally record goodwill in connection with the acquisition of restaurants from franchisees or the acquisition of another business. Likewise, upon the sale of restaurants to franchisees, goodwill is decremented. The amount of goodwill written-off is determined as the fair value of the business disposed of as a percentage of the fair value of the reporting unit prior to the disposal. If the business disposed of was never fully integrated into the reporting unit after its acquisition, and thus the benefits of the acquired goodwill were never realized, the current carrying amount of the acquired goodwill is written off.

Goodwill is not amortized and has been assigned to reporting units for purposes of impairment testing. The Company’s two restaurant brands, Jack in the Box and Del Taco, are both operating segments and reporting units. Goodwill is evaluated for impairment by determining whether the fair value of our reporting units exceed their carrying values.

The Company tests goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events and circumstances warrant. The Company performs this testing during the third quarter of each year.

Our impairment analyses first includes a qualitative assessment to determine whether events or circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, share price fluctuations, overall financial performance, and results of past impairment tests. If the qualitative factors indicate that it is more likely than not that the fair value is less than the carrying value, we perform a quantitative impairment test.

Recent accounting pronouncements — In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure,” which updates reportable segment disclosure requirements. The ASU primarily requires enhanced disclosures about significant segment expenses and information used to assess segment performance and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of adopting this pronouncement in our disclosures, and does not expect it to have a significant impact.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect this pronouncement to have a significant impact.

2.REVENUE

Nature of products and services — The Company derives revenue from retail sales at Jack in the Box and Del Taco company-operated restaurants and rental revenue, royalties, advertising, and franchise and other fees from franchise-operated restaurants.

Our franchise arrangements generally provide for an initial franchise fee per restaurant for a 20-year term, and generally require that franchisees pay royalty and marketing fees based upon a percentage of gross sales. The agreements also require franchisees to pay technology fees for both brands, as well as sourcing fees for Jack in the Box franchise agreements.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Disaggregation of revenue — The following table disaggregates revenue by segment and primary source for the periods ended April 14, 2024 (in thousands):


	Quarter						Year-to-date
	Jack in the Box		Del Taco		Total		Jack in the Box		Del Taco		Total
Company restaurant sales	$	98,927	$	68,171	$	167,098	$	230,984	$	160,154	$	391,138
Franchise rental revenues	79,618		6,208		85,826		185,196		13,826		199,022
Franchise royalties	45,414		7,314		52,728		106,737		16,768		123,505
Marketing fees	45,423		6,028		51,451		106,643		13,759		120,402
Technology and sourcing fees	4,757		1,131		5,888		10,899		2,970		13,869
Franchise fees and other services	2,123		233		2,356		4,143		766		4,909
Total revenue	$	276,262	$	89,085	$	365,347	$	644,602	$	208,243	$	852,845

The following table disaggregates revenue by segment and primary source for the periods ended April 16, 2023 (in thousands):


	Quarter						Year-to-date
	Jack in the Box		Del Taco		Total		Jack in the Box		Del Taco		Total
Company restaurant sales	$	95,489	$	107,115	$	202,604	$	221,631	$	251,164	$	472,795
Franchise rental revenues	80,910		2,610		83,520		187,006		5,344		192,350
Franchise royalties (1)	46,401		5,657		52,058		113,970		12,591		126,561
Marketing fees	46,486		4,609		51,095		106,830		10,263		117,093
Technology and sourcing fees	3,875		668		4,543		8,844		1,386		10,230
Franchise fees and other services	1,671		253		1,924		3,468		343		3,811
Total revenue	$	274,832	$	120,912	$	395,744	$	641,749	$	281,091	$	922,840

____________________________

(1) In October 2022, a Jack in the Box franchise operator paid the Company $7.3 million to sell his restaurants to a new franchisee at the current standard royalty rate, which is lower than the royalty rate in the existing franchise agreements. The payment represented the difference between the royalty rates based on projected future sales for the remaining term of the existing agreements. The payment was non-refundable and not subject to any adjustments based on actual future sales. The Company determined the transaction represented the termination of the existing agreement rather than the transfer of an agreement between franchisees. As such, the $7.3 million was recognized in franchise royalty revenue during the first quarter of 2023.

Contract liabilities — Contract liabilities consist of deferred revenue resulting from initial franchise and development fees received from franchisees for new restaurant openings or new franchise terms, which are recognized over the franchise term. The Company classifies these contract liabilities as “Accrued liabilities” and “Other long-term liabilities” in our condensed consolidated balance sheets.

A summary of significant changes in contract liabilities is presented below (in thousands):


	Year-to-date
	April 14, 2024		April 16, 2023
Deferred franchise and development fees at beginning of period	$	50,474	$	46,449
Revenue recognized	(3,240)		(2,934)
Additions	3,162		3,332
Deferred franchise and development fees at end of period	$	50,396	$	46,847

As of April 14, 2024, approximately $8.6 million of development fees related to unopened restaurants are included in deferred revenue. Timing of revenue recognition for development fees related to unopened restaurants is dependent upon the timing of restaurant openings and are recognized over the franchise term at the date of opening.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied as of April 14, 2024 (in thousands):


Remainder of 2024	$	2,431
2025	5,100
2026	4,770
2027	4,432
2028	3,811
Thereafter	21,283
	$	41,827

The Company has applied the optional exemption, as provided for under ASC Topic 606, Revenue from Contracts with Customers, which allows us to not disclose the transaction price allocated to unsatisfied performance obligations when the transaction price is a sales-based royalty.

3.SUMMARY OF REFRANCHISINGS AND ASSETS HELD FOR SALE

Refranchisings — The following table summarizes the number of restaurants sold to franchisees and the loss or gain recognized (dollars in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Restaurants sold to Jack in the Box franchisees	—		—		—		5
Restaurants sold to Del Taco franchisees	13		—		13		16

Proceeds from the sale of company-operated restaurants (1)	$	250	$	808	$	1,989	$	18,417

Net assets sold (primarily property and equipment)	(608)		—		(608)		(4,093)
Goodwill related to the sale of company-operated restaurants	(105)		—		(105)		(7,310)
Franchise fees	(454)		—		(454)		(577)
Sublease liabilities, net	(140)		—		(140)		(1,197)
Lease termination	—		—		—		(393)
Other (2)	(8)		(104)		(2,001)		(318)
(Loss) gain on the sale of company-operated restaurants	$	(1,065)	$	704	$	(1,319)	$	4,529

____________________________

(1)Amounts in 2024 and 2023 include additional proceeds received in connection with the extension of franchise and lease agreements from the sale of restaurants in prior years.

(2)Year-to-date amount in 2024 includes a $2.2 million impairment of assets in the first quarter of 2024 related to a Del Taco refranchising transaction that closed in the second quarter of 2024.

Assets held for sale — Assets classified as held for sale on our condensed consolidated balance sheets as of April 14, 2024 and October 1, 2023 have carrying amounts of $25.0 million and $13.9 million, respectively. These amounts relate to i) company-owned restaurants to be refranchised, ii) operating restaurant properties which we intend to sell to franchisees and/or sell and leaseback with a third party, and iii) closed restaurant properties which we are marketing for sale.

4.FRANCHISE ACQUISITIONS

Franchise acquisitions — During the first quarter of 2024, the Company acquired 9 Del Taco franchise restaurants for $86 thousand as part of two separate transactions, and recognized related gains of $2.4 million. This amount is recorded in “Other operating expenses (income), net” in the accompanying condensed consolidated statements of earnings. For further information, see Note 8, Other operating expenses (income), net, below in the notes to the condensed consolidated financial statement.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the number of restaurants acquired from franchisees and the gains recognized (dollars in thousands):


	Year-to-date
		April 14, 2024
Restaurants acquired from Jack in the Box franchisees		—
Restaurants acquired from Del Taco franchisees		9

Purchase price (1)		$	(86)
Closing and acquisition costs		(43)
Property and equipment		3,612
Intangible assets		167
Operating lease right-of-use assets		3,211
Operating lease liabilities		(4,505)
Gain on the acquisition of franchise-operated restaurants		$	2,357

____________________________

(1)Comprised of outstanding receivables from franchisee forgiven upon acquisition.

The Company did not acquire any Jack in the Box or Del Taco franchise restaurants in the second quarter of 2024, nor in the year-to-date periods ended April 16, 2023.

We account for the acquisition of franchised restaurants using the acquisition method of accounting for business combinations. The purchase price allocations were based on fair value estimates determined using significant unobservable inputs (Level 3).

5.GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying amount of goodwill during year-to-date period ended April 14, 2024 was as follows (in thousands):


	Jack in the Box		Del Taco		Total
Balance at October 1, 2023	$	136,027	$	193,959	$	329,986
Sale of Del Taco company-operated restaurants to franchisees	—		(105)		(105)

Reclassified to assets held for sale	—		(298)		(298)
Balance at April 14, 2024	$	136,027	$	193,556	$	329,583

The net carrying amounts of intangible assets other than goodwill with definite lives are as follows (in thousands):


	April 14, 2024						October 1, 2023
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Definite-lived intangible assets:
Sublease assets	$	2,671	$	(511)	$	2,160	$	2,671	$	(381)	$	2,290
Franchise contracts	9,895		(1,140)		8,755		9,700		(850)		8,850
Reacquired franchise rights	464		(125)		339		297		(107)		190
	$	13,030	$	(1,776)	$	11,254	$	12,668	$	(1,338)	$	11,330
Indefinite-lived intangible assets:
Del Taco trademark	$	283,500	$	—	$	283,500	$	283,500	$	—	$	283,500
	$	283,500	$	—	$	283,500	$	283,500	$	—	$	283,500

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes, as of April 14, 2024, the estimated amortization expense for each of the next five fiscal years and thereafter (in thousands):


Remainder of 2024	$	444
2025	861
2026	838
2027	842
2028	782
Thereafter	7,487
	$	11,254

6.LEASES

Nature of leases — The Company owns restaurant sites and also leases restaurant sites from third parties. Some of these owned or leased sites are leased and/or subleased to franchisees. Initial terms of our real estate leases are generally 20 years, exclusive of options to renew, which are generally exercisable at our sole discretion for 1 to 20 years. In some instances, our leases have provisions for contingent rentals based upon a percentage of defined revenues. Many of our restaurants also have rent escalation clauses and require the payment of property taxes, insurance, and maintenance costs. Variable lease costs include contingent rent, cost-of-living index adjustments, and payments for additional rent such as real estate taxes, insurance, and common area maintenance, which are excluded from the measurement of the lease liability.

As lessor, our leases and subleases primarily consist of restaurants that have been leased to franchisees in connection with refranchising transactions. Revenues from leasing arrangements with our franchisees are presented in “Franchise rental revenues” in the accompanying condensed consolidated statements of earnings, and the related expenses are presented in “Franchise occupancy expenses.”

The following table presents rental income for the periods presented (in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Operating lease income - franchise	$	59,445	$	55,713	$	137,694	$	129,233
Variable lease income - franchise	26,123		27,744		60,721		62,979
Amortization of sublease assets and liabilities, net	258		63		607		138
Franchise rental revenues	$	85,826	$	83,520	$	199,022	$	192,350

Operating lease income - closed restaurants and other (1)	$	1,859	$	1,785	$	4,171	$	4,025

____________________________

(1)Includes closed restaurant properties included in “Other operating expenses (income), net” in our condensed consolidated statements of earnings.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7.FAIR VALUE MEASUREMENTS

Financial assets and liabilities — The following table presents our financial assets and liabilities measured at fair value on a recurring basis (in thousands):


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value measurements as of April 14, 2024:
Non-qualified deferred compensation plan (1)	$	17,088	$	17,088	$	—	$	—
Total liabilities at fair value	$	17,088	$	17,088	$	—	$	—
Fair value measurements as of October 1, 2023:
Non-qualified deferred compensation plan (1)	$	15,051	$	15,051	$	—	$	—
Total liabilities at fair value	$	15,051	$	15,051	$	—	$	—

____________________________

(1)The Company maintains an unfunded defined contribution plan for key executives and other members of management. The fair value of this obligation is based on the closing market prices of the participants’ elected investments. The obligation is included in “Accrued liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheets.

The Company did not have any transfers in or out of Level 1, 2 or 3 for its financial liabilities.

The following table presents the carrying value and estimated fair value of our Class A-2 Notes as of April 14, 2024 and October 1, 2023 (in thousands):


	April 14, 2024				October 1, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Series 2019 Class A-2 Notes	$	703,250	$	663,206	$	706,875	$	640,046
Series 2022 Class A-2 Notes	$	1,056,000	$	942,322	$	1,067,000	$	903,056

The fair value of the Class A-2 Notes was estimated using Level 2 inputs based on quoted market prices in markets that are not considered active markets.

Non-financial assets and liabilities — The Company’s non-financial instruments, which primarily consist of property and equipment, operating lease right-of-use assets, goodwill and intangible assets, are reported at carrying value and are not required to be measured at fair value on a recurring basis. However, on an annual basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, non-financial instruments are assessed for impairment. If applicable, the carrying values are written down to fair value.

In connection with our impairment reviews performed during 2024, the Company impaired certain Del Taco assets. For further information, see Note 3, Summary of Refranchisings and Assets Held For Sale, in the notes to the condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8.OTHER OPERATING EXPENSES (INCOME), NET

Other operating expenses (income), net in the accompanying condensed consolidated statements of earnings is comprised of the following (in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Acquisition, integration, and strategic initiatives (1)	$	4,268	$	1,259	$	9,889	$	2,896
Costs of closed restaurants and other (2)	773		560		1,632		2,745

Accelerated depreciation	88		185		125		453
Gains on acquisition of restaurants (3)	—		—		(2,357)		—
Losses (gains) on disposition of property and equipment, net (4)	138		976		1,148		(8,615)
	$	5,267	$	2,980	$	10,437	$	(2,521)

____________________________

(1)Acquisition, integration, and strategic initiatives are related to the acquisition and integration of Del Taco, as well as strategic consulting fees.

(2)Costs of closed restaurants and other generally includes ongoing costs associated with closed restaurants, cancelled project costs, and impairment charges as a result of our decision to close restaurants.

(3)Relates to the gains on acquisition of 9 Del Taco restaurants.

(4)In 2024, loss on disposition of property and equipment primarily related to the lease termination and early closures of Del Taco restaurants. In 2023, gains on disposition of property and equipment primarily related to the sale of Jack in the Box restaurant properties to franchisees who were leasing the properties from us prior to the sale.

9.SEGMENT REPORTING

The Company’s principal business consists of developing, operating and franchising our Jack in the Box and Del Taco restaurant brands, each of which is considered a reportable operating segment. In 2024, our chief operating decision maker revised the method by which they determine performance and strategy for our segments. This change was made to reflect a shared-services model whereby each brand’s results of operations are assessed separately and do not include costs related to certain corporate functions which support both brands. This segment reporting structure reflects the Company’s current management structure, internal reporting method and financial information used in deciding how to allocate Company resources. Based upon certain quantitative thresholds, each operating segment is considered a reportable segment. This change to our segment reporting did not change our reporting units for goodwill.

The Company measures and evaluates our segments based on segment revenues and segment profit. The reportable segments do not include an allocation of the costs related to shared service functions, such as accounting/finance, human resources, audit services, legal, tax and treasury; nor do they include certain unallocated costs such share-based compensation. These costs are reflected in the caption “Shared services and unallocated costs.”

Our measure of segment profit excludes depreciation and amortization, share-based compensation, company-owned life insurance (“COLI”) gains, net of changes in our non-qualified deferred compensation obligation supported by these policies, acquisition, integration, and strategic initiatives, losses (gains) on the sale of company-operated restaurants, gains on acquisition of restaurants, and amortization of favorable and unfavorable leases and subleases, net.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table provides information related to our operating segments in each period (in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Revenues by segment:
Jack in the Box restaurant operations	$	276,262	$	274,832	$	644,602	$	641,749
Del Taco restaurant operations	89,085		120,912		208,243		281,091
Consolidated revenues	$	365,347	$	395,744	$	852,845	$	922,840
Segment profit reconciliation:
Jack in the Box segment profit	$	84,545	$	84,648	$	200,588	$	213,428
Del Taco segment profit	9,646		12,271		20,387		28,507
Shared services and unallocated costs	(18,046)		(17,747)		$	(43,249)	$	(46,275)

Depreciation and amortization	13,906		14,598		32,379		34,000
Acquisition, integration, and strategic initiatives	4,268		1,259		9,889		2,896
Share-based compensation	3,841		2,398		8,661		5,932
Net COLI gains	(1,232)		(844)		(6,066)		(6,568)
Losses (gains) on the sale of company-operated restaurants	1,065		(704)		1,319		(4,529)
Gains on acquisition of restaurants	—		—		(2,357)		—
Amortization of favorable and unfavorable leases and subleases, net	107		826		231		1,359
Earnings from operations	$	54,190	$	61,639	$	133,670	$	162,570

The Company does not evaluate, manage or measure performance of segments using asset, pension or post-retirement expense, interest income and expense, or income tax information; accordingly, this information by segment is not prepared or disclosed.

10.INCOME TAXES

The income tax provisions reflect an effective tax rate of 26.5% in the second quarter of fiscal 2024, as compared to 34.8% in the second quarter of the prior year, as well as 26.7% for the year-to-date period in 2024, compared with 29.6% in the same period in 2023. The major component of the year-over-year decrease in tax rates was a decrease in the impact of estimated disposals of non-deductible goodwill attributable to refranchising transactions.

11.RETIREMENT PLANS

Defined benefit pension plans — The Company sponsors two defined benefit pension plans, a frozen “Qualified Plan” covering substantially all full-time employees hired prior to January 1, 2011, and an unfunded supplemental executive retirement plan (“SERP”) which provides certain employees additional pension benefits and was closed to new participants effective January 1, 2007. Benefits under both plans are based on the employee’s years of service and compensation over defined periods of employment.

Post-retirement healthcare plans — The Company also sponsors two healthcare plans, closed to new participants, that provide post-retirement medical benefits to certain employees who have met minimum age and service requirements. The plans are contributory, with retiree contributions adjusted annually, and they contain other cost-sharing features such as deductibles and coinsurance.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Net periodic benefit cost (credit) — The components of net periodic benefit cost (credit) in each period were as follows (in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Defined benefit pension plans:
Interest cost	$	4,380	$	4,435	$	10,219	$	10,348
Expected return on plan assets	(3,458)		(3,485)		(8,067)		(8,133)
Actuarial losses (1)	701		707		1,634		1,651
Amortization of unrecognized prior service costs (1)	3		4		8		10
Net periodic benefit cost	$	1,626	$	1,661	$	3,794	$	3,876
Post-retirement healthcare plans:
Interest cost	$	164	$	162	$	383	$	377
Actuarial gains (1)	(211)		(216)		(492)		(502)
Net periodic benefit credit	$	(47)	$	(54)	$	(109)	$	(125)

____________________________

(1)Amounts were reclassified from accumulated other comprehensive income into net earnings as a component of “Other pension and post-retirement expenses, net.”

Future cash flows — The Company’s policy is to fund our plans at or above the minimum required by law. As of the date of our last actuarial funding valuation, there was no minimum contribution funding requirement for the Qualified Plan. Details regarding 2024 contributions are as follows (in thousands):


	SERP		Post-Retirement Healthcare Plans
Net year-to-date contributions	$	2,620	$	668
Remaining estimated net contributions during fiscal 2024	$	2,518	$	437

The Company continues to evaluate contributions to our Qualified Plan based on changes in pension assets as a result of asset performance in the current market and the economic environment. The Company does not anticipate making any contributions to our Qualified Plan in fiscal 2024.

12.STOCKHOLDERS EQUITY AND REPURCHASES OF COMMON STOCK

Repurchases of common stock — The Company repurchased 0.5 million shares of its common stock in the year-to-date period ended April 14, 2024 for an aggregate cost of $40.3 million, including applicable excise tax. As of April 14, 2024, there was $210.0 million remaining under share repurchase programs authorized by the Board of Directors which do not expire.

Dividends — Through April 14, 2024, the Board of Directors declared two cash dividends of $0.44 per common share totaling $17.3 million. Future dividends are subject to approval by our Board of Directors.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

13.WEIGHTED AVERAGE SHARES OUTSTANDING

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding (in thousands):


	Quarter		Year-to-date
	April 14, 2024	April 16, 2023	April 14, 2024	April 16, 2023
Weighted-average shares outstanding – basic	19,653	20,744	19,790	20,845
Effect of potentially dilutive securities:
Nonvested stock awards and units	119	119	146	101

Performance share awards	13	—	13	—
Weighted-average shares outstanding – diluted	19,785	20,864	19,949	20,946
Excluded from diluted weighted-average shares outstanding:
Antidilutive	31	27	20	26
Performance conditions not satisfied at the end of the period	136	105	136	105

14.COMMITMENTS AND CONTINGENCIES

Legal matters — The Company assesses contingencies, including litigation contingencies, to determine the degree of probability and range of possible loss for potential accrual in our financial statements. An estimated loss contingency is accrued in the financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of April 14, 2024, the Company had accruals of $15.9 million for all of its legal matters in aggregate, presented within “Accrued liabilities” on our consolidated balance sheet. Because litigation is inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. When evaluating litigation contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing discovery and development of information important to the matter. In addition, damage amounts claimed in litigation against us may be unsupported, exaggerated, or unrelated to possible outcomes, and as such are not meaningful indicators of our potential liability or financial exposure. The Company regularly reviews contingencies to determine the adequacy of the accruals and related disclosures. The ultimate amount of loss may differ from these estimates. Any estimate is not an indication of expected loss, if any, or of the Company’s maximum possible loss exposure and the ultimate amount of loss may differ materially from these estimates in the near term.

Gessele v. Jack in the Box Inc. — In August 2010, five former Jack in the Box employees instituted litigation in federal court in Oregon alleging claims under the federal Fair Labor Standards Act and Oregon wage and hour laws. The plaintiffs alleged that Jack in the Box failed to pay non-exempt employees for certain meal breaks and improperly made payroll deductions for shoe purchases and for workers’ compensation expenses, and later added additional claims relating to timing of final pay and related wage and hour claims involving employees of a franchisee. In 2016, the court dismissed the federal claims and those relating to franchise employees. In June 2017, the court granted class certification with respect to state law claims of improper deductions and late payment of final wages. The parties participated in a voluntary mediation on March 16, 2020, but the matter did not settle. On October 24, 2022, a jury awarded plaintiffs approximately $6.4 million in damages and penalties. The Company continues to dispute liability and the damage award and both parties have filed appeals of the verdict. As of April 14, 2024, the Company has accrued the verdict amount above, as well as estimated pre-judgment and post-judgment interest and fee award, for an additional $9.0 million. These amounts are included within “Accrued liabilities” on our condensed consolidated balance sheet. The Company will continue to accrue for post-judgment interest until the matter is resolved.

Torrez — In March 2014, a former Del Taco employee filed a purported Private Attorneys General Act claim and class action alleging various causes of action under California’s labor, wage, and hour laws. The plaintiff generally alleges Del Taco did not appropriately provide meal and rest breaks and failed to pay wages and reimburse business expenses to its California non-exempt employees. On November 12, 2021, the court granted, in part, the plaintiff's motion for class certification. The parties participated in voluntary mediation on May 24, 2022 and June 3, 2022. On June 4, 2022, we entered into a Settlement Memorandum of Understanding which obligated the Company to pay a gross settlement amount of $50.0 million, for which in exchange we will be released from all claims by the parties. On August 8, 2023, the court issued its final approval of the settlement and on August 9, 2023 final judgement was entered. The Company made its first payment of half of the settlement amount on August 28, 2023. Payment of the second half was made on November 27, 2023. As of April 14, 2024, the Company does not have any further amounts accrued on our condensed consolidated balance sheet for this matter.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

J&D Restaurant Group — On April 17, 2019, the trustee for a bankrupt former franchisee filed a complaint generally alleging the Company wrongfully terminated the franchise agreements and unreasonably denied two perspective purchasers the former franchisee presented. The parties participated in a mediation in April 2021, and again in December 2022, but the matter did not settle. The trial commenced on January 9, 2023 and on February 8, 2023, the jury returned a verdict finding the Company had not breached any contracts in terminating the franchise agreements or denying the proposed buyers. However, while the jury also found the Company had not violated the California Unfair Practices Act, it found for the plaintiff on the claim for breach of implied covenant of good faith and fair dealing, and awarded $8.0 million in damages. On May 9, 2023, the court granted the Company’s post-trial motion, overturning the jury verdict and ordering the plaintiff take nothing on its claims. As a result, the Company reversed the prior $8.0 million accrual, and as of April 14, 2024, the Company has no amounts accrued for this case on its condensed consolidated balance sheet. The Plaintiff has appealed the trial court’s post-trial rulings.

Other legal matters — In addition to the matters described above, we are subject to normal and routine litigation brought by former or current employees, customers, franchisees, vendors, landlords, shareholders, or others. We intend to defend ourselves in any such matters. Some of these matters may be covered, at least in part, by insurance or other third-party indemnity obligation. We record receivables from third party insurers when recovery has been determined to be probable.

Lease guarantees — We remain contingently liable for certain leases relating to our former Qdoba business which we sold in fiscal 2018. Under the Qdoba Purchase Agreement, the buyer has indemnified the Company of all claims related to these guarantees. As of April 14, 2024, the maximum potential liability of future undiscounted payments under these leases is approximately $21.0 million. The lease terms extend for a maximum of approximately 14 more years and we would remain a guarantor of the leases in the event the leases are extended for any established renewal periods. In the event of default, we believe the exposure is limited due to contractual protections and recourse available in the lease agreements, as well as the Qdoba Purchase Agreement, including a requirement of the landlord to mitigate damages by re-letting the properties in default, and indemnity from the Buyer. The Company has not recorded a liability for these guarantees as we believe the likelihood of making any future payments is remote.

15.SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (in thousands)


	Year-to-date
	April 14, 2024		April 16, 2023
Non-cash investing and financing transactions:
Increase in obligations for treasury stock repurchases	$	—	$	958
Decrease in obligations for purchases of property and equipment	$	8,133	$	3,603

Increase in dividends accrued or converted to common stock equivalents	$	150	$	140
Right-of use assets obtained in exchange for operating lease obligations	$	113,647	$	115,368

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

16.SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION (in thousands)


	April 14, 2024		October 1, 2023
Accounts and other receivables, net:
Trade	$	49,191	$	93,660
Notes receivable, current portion	2,220		2,262
Income tax receivable	832		949
Other	54,794		6,953
Allowance for doubtful accounts	(4,373)		(4,146)
	$	102,664	$	99,678




Property and equipment, net:
Land	$	94,650	$	92,007
Buildings	972,189		968,221
Restaurant and other equipment	160,529		166,714
Construction in progress	40,101		31,647
	1,267,469		1,258,589
Less accumulated depreciation and amortization	(850,333)		(846,559)
	$	417,136	$	412,030
Other assets, net:
Company-owned life insurance policies	$	121,154	$	113,205
Deferred rent receivable	41,333		41,947
Franchise tenant improvement allowance	43,334		43,590
Notes receivable, less current portion	10,921		11,927
Other	31,894		30,038
	$	248,636	$	240,707
Accrued liabilities:
Legal accruals	$	15,872	$	40,877
Income tax liabilities	10,867		58,155
Payroll and related taxes	35,726		49,521
Insurance	30,917		31,349
Sales and property taxes	11,845		30,508
Deferred rent income	10,456		19,397
Advertising	924		15,597
Deferred franchise and development fees	6,189		5,952
Other	46,177		50,822
	$	168,973	$	302,178
Other long-term liabilities:
Defined benefit pension plans	$	47,471	$	48,375
Deferred franchise and development fees	44,207		44,522
Other	51,623		50,226
	$	143,301	$	143,123

17.SUBSEQUENT EVENTS

Dividends — On May 10, 2024, the Board of Directors declared a cash dividend of $0.44 per common share, to be paid on June 25, 2024, to shareholders of record as of the close of business on June 6, 2024.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company’s fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. In fiscal 2023, Del Taco operated on a fiscal year ending the Tuesday closest to September 30. Beginning fiscal 2024, Del Taco’s fiscal year shifted to align with Jack in the Box. As a result, Del Taco’s fiscal 2024 results include two fewer days. Fiscal years 2024 and 2023 include 52 weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks. All comparisons between 2024 and 2023 refer to the 12 weeks (“quarter”) and 28 weeks (“year-to-date”) ended April 14, 2024 and April 16, 2023, respectively, unless otherwise indicated.

For an understanding of the significant factors that influenced our performance during 2024 and 2023, our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended October 1, 2023.

Our MD&A consists of the following sections:

•Overview — a general description of our business.

•Results of operations — an analysis of our condensed consolidated statements of earnings for the periods presented in our condensed consolidated financial statements.

•Liquidity and capital resources — an analysis of our cash flows, including capital expenditures, share repurchase activity, dividends, and known trends that may impact liquidity.

•Discussion of critical accounting estimates — a discussion of accounting policies that require critical judgments and estimates.

•New accounting pronouncements — a discussion of new accounting pronouncements, dates of implementation and the impact on our consolidated financial position or results of operations, if any.

•Cautionary statements regarding forward-looking statements — a discussion of the risks and uncertainties that may cause our actual results to differ materially from any forward-looking statements made by management.

We have included in our MD&A certain performance metrics that management uses to assess company performance and which we believe will be useful in analyzing and understanding our results of operations. These metrics include:

•Changes in sales at restaurants open more than one year (“same-store sales”), systemwide sales, franchised restaurant sales, and average unit volumes (“AUVs”). Same-store sales, restaurant sales, and AUVs are presented for franchised restaurants and on a system-wide basis, which includes company and franchise restaurants. Franchise sales represent sales at franchise restaurants and are revenues of our franchisees. We do not record franchise sales as revenues; however, our royalty revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchise sales. We believe franchise and system same-store sales, franchised and system restaurant sales, and AUV information are useful to investors as they have a direct effect on the Company’s profitability.

Same-store sales, systemwide sales, franchised restaurant sales, and AUVs are not measurements determined in accordance with GAAP and should not be considered in isolation, or as an alternative to earnings from operations, or other similarly titled measures of other companies.

OVERVIEW

Our Business

Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the Box® and Del Taco® quick-service restaurants. As of April 14, 2024, we operated and franchised 2,195 Jack in the Box quick-service restaurants, primarily in the western and southern United States, including two in Guam, and 595 Del Taco quick-service restaurants across 16 states.

We derive revenue from retail sales at company-operated restaurants and rental revenue, royalties (based upon a percent of sales), franchise fees and contributions for advertising and other services from franchisees.

RESULTS OF OPERATIONS

The following tables summarize changes in same-store sales for Jack in the Box and Del Taco company-operated, franchised, and system restaurants:


	Quarter				Year-to-date
Jack in the Box:	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Company	(0.6	%)	10.8	%	0.9	%	11.8	%
Franchise	(2.6	%)	9.4	%	(0.8	%)	8.2	%
System	(2.5	%)	9.5	%	(0.7	%)	8.6	%


	Quarter				Year-to-date
Del Taco:	April 14, 2024		April 16, 2023		April 14, 2024		July 10, 2022 (1)
Company	(1.8	%)	3.5	%	0.2	%	3.3	%
Franchise	(1.1	%)	2.8	%	0.8	%	2.8	%
System	(1.4	%)	3.2	%	0.7	%	3.0	%

The following tables summarize year-to-date changes in the number and mix of company and franchise restaurants for our two brands:


	2024						2023
Jack in the Box:	Company		Franchise		Total		Company		Franchise		Total
Beginning of year	142		2,044		2,186		146		2,035		2,181
New	2		8		10		—		8		8

Refranchised	—		—		—		(5)		5		—
Closed	—		(1)		(1)		(1)		(1)		(2)
End of period	144		2,051		2,195		140		2,047		2,187
% of system	7	%	93	%	100	%	6	%	94	%	100	%


	2024						2023
Del Taco:	Company		Franchise		Total		Company		Franchise		Total
Beginning of year	171		421		592		290		301		591
New	—		6		6		—		5		5
Acquired from franchisees	9		(9)		—		—		—		—
Refranchised	(13)		13		—		(16)		16		—
Closed	(1)		(2)		(3)		(1)		—		(1)
End of period	166		429		595		273		322		595
% of system	28	%	72	%	100	%	46	%	54	%	100	%

The following tables summarize restaurant sales for company-operated, franchised, and systemwide sales for our two brands (in thousands):


	Quarter				Year-to-date
Jack in the Box:	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Company-operated restaurant sales	$	98,927	$	95,489	$	230,984	$	221,631
Franchised restaurant sales (1)	911,265		931,257		2,138,015		2,140,239
Systemwide sales (1)	$	1,010,192	$	1,026,746	$	2,368,999	$	2,361,870


	Quarter				Year-to-date
Del Taco:	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Company-operated restaurant sales	$	68,171	$	107,115	$	160,154	$	251,164
Franchised restaurant sales (1)	154,854		118,896		353,330		264,994
Systemwide sales (1)	$	223,025	$	226,011	$	513,484	$	516,158

____________________________

(1)Franchised restaurant sales represent sales at franchised restaurants and are revenues of our franchisees. System sales include company and franchised restaurant sales. We do not record franchised sales as revenues; however, our royalty revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchised sales. We believe franchised and system restaurant sales information is useful to investors as they have a direct effect on the Company's profitability.

Jack in the Box Brand

Company Restaurant Operations

The following table presents company restaurant sales and costs as a percentage of the related sales (dollars in thousands):


	Quarter								Year-to-date
	April 14, 2024				April 16, 2023				April 14, 2024				April 16, 2023
Company restaurant sales	$	98,927			$	95,489			$	230,984			$	221,631
Company restaurant costs:
Food and packaging	$	28,486	28.8	%	$	29,841	31.3	%	$	67,747	29.3	%	$	71,167	32.1	%
Payroll and employee benefits	$	30,294	30.6	%	$	29,200	30.6	%	$	70,983	30.7	%	$	68,638	31.0	%
Occupancy and other	$	16,818	17.0	%	$	15,999	16.8	%	$	38,477	16.7	%	$	36,376	16.4	%

Company restaurant sales increased $3.4 million, or 3.6% in the quarter and $9.4 million, million or 4.2% year-to-date compared to the prior year. The following table presents the approximate impact of changes in AUVs and the number of restaurants on company restaurant sales for each respective period (in millions):


	Quarter		Year-to-date
AUV (decrease) increase	$	(0.6)	$	3.2
Change in the average number of restaurants	4.0		6.2
Total change in company restaurant sales	$	3.4	$	9.4

Same-store sales at company-operated restaurants decreased 0.6% in the quarter and increased 0.9% year-to-date compared to a year ago. The following table summarizes the change versus a year ago:


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Average check (1)	3.1	%	7.6	%	3.5	%	7.6	%
Transactions	(3.7	%)	3.2	%	(2.6	%)	4.2	%
Change in same-store sales	(0.6	%)	10.8	%	0.9	%	11.8	%

____________________________

(1)Includes price increases of approximately 7.4% in the quarter and 7.3% year-to-date.

Food and packaging costs as a percentage of company restaurant sales decreased 2.5% in the quarter and 2.8% year-to-date compared to the prior year primarily due to commodity deflation and menu price increases, partially offset by unfavorable menu item mix.

Commodity deflation was 0.5% in the quarter and 1.9% year-to-date. The greatest impacts were seen in poultry and beef in the quarter, and produce, beef and oil on a year-to-date basis.

Payroll and employee benefit costs as a percentage of company restaurant sales was flat in the quarter and decreased 0.3% year-to-date compared to the prior year. During the quarter, increases in wage inflation and group insurance were offset by decreases in incentive compensation. The decrease on a year-to-date basis is primarily due to sales leverage and lower incentive compensation, partially offset by wage inflation and higher group insurance costs. Labor inflation was approximately 4.6% in the quarter and 3.6% year-to-date for the current year.

Occupancy and other costs, as a percentage of company restaurant sales, increased 0.2% in the quarter and 0.3% year-to-date compared to the prior year. These increases were primarily due to higher other operating costs including security, credit card fees, rent and delivery fees, partially offset by sales leverage year-to-date and lower maintenance and repair costs in both the quarter and year-to-date.

Jack in the Box Franchise Operations

The following table presents franchise revenues and costs in each period and other information we believe is useful in analyzing the change in franchise operating results (dollars in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Franchise rental revenues	$	79,618	$	80,910	$	185,196	$	187,006

Royalties	45,414		46,401		106,737		113,970
Franchise fees and other	2,123		1,670		4,143		3,467
Franchise royalties and other	47,537		48,071		110,880		117,437
Franchise contributions for advertising and other services	50,179		50,361		117,541		115,674
Total franchise revenues	$	177,334	$	179,342	$	413,617	$	420,117

Franchise occupancy expenses	$	50,849	$	50,007	$	116,037	$	114,562
Franchise support and other costs	2,757		2,735		6,505		4,151
Franchise advertising and other services expenses	52,003		52,660		121,896		120,618
Total franchise costs	$	105,609	$	105,402	$	244,438	$	239,331
Franchise costs as a percentage of total franchise revenues	59.6%		58.8%		59.1%		57.0%

Average number of franchise restaurants	2,037		2,037		2,037		2,035
% increase	—%				0.1%
Franchised restaurant sales	$	911,265	$	931,257	$	2,138,015	$	2,140,239
Franchised restaurant AUVs	$	447	$	457	$	1,050	$	1,052
Royalties as a percentage of total franchised restaurant sales (1)	5.0%		5.0%		5.0%		5.3%

____________________________

(1)Excluding the impact of the $7.3 million termination fee in the first quarter of 2023 royalties as a percentage of total franchised restaurant sales would be 5.0%.

Franchise rental revenues decreased $1.3 million, or 1.6% in the quarter and $1.8 million, or 1.0% year-to-date, compared to the prior year primarily due to lower percentage rent of $2.5 million in the quarter and $3.5 million year-to-date, respectively, driven by lower franchise restaurant sales. These decreases were partially offset by increases in minimum rent of $0.9 million and $1.9 million, in the respective periods.

Franchise royalties and other decreased $0.5 million, or 1.1% in the quarter and $6.6 million, or 5.6% year-to-date. In the quarter, the decrease was primarily due to lower royalty income of $1.0 million, partially offset by an increase in franchise termination fees. The year-to-date decrease was primarily due to a $7.3 million termination fee paid in the prior year by a franchise operator to sell his restaurants to a new franchisee, partially offset by an increase in franchise early termination fees in the current year. Refer also to Note 2, Revenue, in the notes to the condensed consolidated financial statements for additional information.

Franchise contributions for advertising and other services revenues decreased $0.2 million, or 0.4% in the quarter and increased $1.9 million, or 1.6% year-to-date, as compared to the prior year. The decrease in the quarter is primarily due to lower marketing contribution of $1.1 million, driven by lower franchise restaurant sales, partially offset by an increase in digital and and technology fees of $0.8 million. On a year-to-date basis, the increase is primarily due to the increase in digital and technology fees of $1.8 million.

Franchise occupancy expenses, primarily rent, increased $0.8 million, or 1.7% in the quarter and $1.5 million, or 1.3% year-to-date compared to the prior year primarily due to an increase in operating lease costs in the current year.

Franchise support and other costs was flat in the quarter and increased $2.4 million, or 56.7% year-to-date compared to the prior year. Year-to-date, the increase is primarily due to the rollover of a bad debt reversal in the prior year.

Franchise advertising and other service expenses decreased $0.7 million, or 1.2% in the quarter and increased $1.3 million, or 1.1% year-to-date compared to the prior year. In the quarter, the decrease is primarily driven by lower franchise sales, partially offset by higher costs for digital processing fees. Year-to-date, the increase is primarily driven by higher franchise IT revenue costs as well as higher costs for digital processing fees, partially offset by lower sales driving lower marketing expenses.

Del Taco Brand

Company Restaurant Operations

The following table presents company restaurant sales and costs as a percentage of the related sales (dollars in thousands):


	Quarter								Year-to-date
	April 14, 2024				April 16, 2023				April 14, 2024				April 16, 2023
Company restaurant sales	$	68,171			$	107,115			$	160,154			$	251,164
Company restaurant costs:
Food and packaging	$	17,428	25.6	%	$	29,468	27.5	%	$	42,300	26.4	%	$	70,076	27.9	%
Payroll and employee benefits	$	23,760	34.9	%	$	35,835	33.5	%	$	56,126	35.0	%	$	85,038	33.9	%
Occupancy and other	$	15,537	22.8	%	$	23,276	21.7	%	$	35,931	22.4	%	$	54,269	21.6	%

Company restaurant sales decreased $38.9 million or 36.4% in the quarter and $91.0 million or 36.2% year-to-date compared to the prior year. These decreases were primarily due to the refranchising of 108 company-operated restaurants and the closing of 8 company-operated restaurants since the second quarter of 2023. The following table presents the approximate impact of changes in AUVs and the number of restaurants on company restaurant sales for each respective period on company restaurant sales (in millions):


	Quarter		Year-to-date
AUV (decrease) increase	$	(1.2)	$	0.4
Change in the average number of restaurants	(37.7)		(91.4)
Total change in company restaurant sales	$	(38.9)	$	(91.0)

Same-store sales at company-operated restaurants decreased 1.8% in the quarter and increased 0.2% year-to-date compared to a year ago. The following table summarizes the change versus a year ago:


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Average check (1)	3.2	%	6.9	%	3.4	%	7.8	%
Transactions	(5.0	%)	(3.4	%)	(3.2	%)	(4.5	%)
Change in same-store sales	(1.8	%)	3.5	%	0.2	%	3.3	%

________________________

(1)Includes price increases of approximately 7.0% in the quarter and 6.6% year-to-date.

Food and packaging costs as a percentage of company restaurant sales decreased 1.9% in the quarter and 1.5% year-to-date, compared to the prior year primarily due to menu price increases and commodity deflation, partially offset by the change in mix of restaurants resulting from franchise acquisitions.

Commodity costs deflation was 1.6% in the quarter and 0.8% year-to-date, with the greatest impact in produce, dairy and beverages for the quarter and cheese, pork and poultry for the year-to-date.

Payroll and employee benefit costs as a percentage of company restaurant sales increased 1.4% in the quarter and 1.1% year-to-date, compared to the prior year primarily due to labor inflation, which was 4.7% in the quarter and 3.8% year-to-date, and the change in mix of restaurants resulting from franchise acquisitions.

Occupancy and other costs as a percentage of company restaurant sales increased 1.1% in the quarter and 0.8% year-to-date, compared to the prior year primarily due to utility inflation, an increase in information technology costs and the change in mix of restaurants resulting from franchise acquisitions.

Del Taco Franchise Operations

The following table presents franchise revenues and costs in each period and other information we believe is useful in analyzing the change in franchise operating results (dollars in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Franchise rental revenues	$	6,208	$	2,610	$	13,826	$	5,344

Royalties	7,314		5,658		16,768		12,592
Franchise fees and other	233		253		766		343
Franchise royalties and other	7,547		5,911		17,534		12,935
Franchise contributions for advertising and other services	7,160		5,277		16,729		11,648
Total franchise revenues	$	20,915	$	13,798	$	48,089	$	29,927

Franchise occupancy expenses	$	6,242	$	2,642	$	13,678	$	5,310
Franchise support and other costs	1,103		525		2,549		987
Franchise advertising and other services expenses	7,520		5,483		17,861		12,095
Total franchise costs	$	14,865	$	8,650	$	34,088	$	18,392
Franchise costs as a percentage of total franchise revenues	71.1%		62.7%		70.9%		61.5%

Average number of franchise restaurants	421		321		425		312
% increase	31.2%				36.2%
Franchised restaurant sales	$	154,854	$	118,896	$	353,330	$	264,994
Franchised restaurant AUVs	$	368	$	370	$	831	$	849
Royalties as a percentage of total franchised restaurant sales	4.7%		4.8%		4.7%		4.8%

Franchise rental revenues increased $3.6 million, or 137.9%, in the quarter and $8.5 million, or 158.7% year-to-date, compared to the prior year. The increase is primarily due to higher rental income resulting from new subleases related to the 108 restaurants refranchised since the second quarter of 2023.

Franchise royalties and other increased $1.6 million, or 27.7%, in the quarter and $4.6 million, or 35.6% year-to-date, compared to the prior year primarily due to higher franchise restaurant sales resulting from the 108 restaurants refranchised and the 15 franchise-operated restaurants opened since the second quarter of 2023.

Franchise contributions for advertising and other services revenues increased $1.9 million, or 35.7%, in the quarter and $5.1 million, or 43.6% year-to-date, compared to the prior year primarily due to higher marketing contributions related to higher franchise restaurant sales resulting from the 108 restaurants refranchised and the 15 franchise-operated restaurants opened since the second quarter of 2023.

Franchise occupancy expenses, primarily rent, increased $3.6 million, or 136.3%, in the quarter and $8.4 million, or 157.6% year-to-date, compared to the prior year primarily due to higher rent related to franchise subleases for the 108 restaurants refranchised since the second quarter of 2023.

Franchise support and other costs increased $0.6 million, or 110.1%, in the quarter and $1.6 million, or 158.3% year-to-date, compared to the prior year primarily due to higher franchise development support costs.

Franchise advertising and other service expenses increased $2.0 million, or 37.2%, in the quarter and $5.8 million, or 47.7% year-to-date, compared to the prior year primarily due to higher franchise restaurant sales resulting from the 108 restaurants refranchised and the 15 franchise-operated restaurants opened since the second quarter of 2023.

Company-Wide Results

Depreciation and Amortization

Depreciation and amortization for the quarter ended April 14, 2024 decreased $0.7 million in the quarter and $1.6 million year-to-date compared to the prior year period. The decreases in depreciation are primarily due to the refranchising of Del Taco restaurants since the prior year, as well as certain Jack in the Box franchise assets becoming fully depreciated. These decreases were partially offset by increases for new technology assets and new company restaurant openings.

Selling, General and Administrative (“SG&A”) Expenses

The following table presents the amounts for SG&A expenses in each period (in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Advertising	$	7,778	$	9,159	$	18,171	$	21,312
Incentive compensation	1,856		6,004		6,482		11,149
Share-based compensation	3,841		2,399		8,662		5,932
Cash surrender value of COLI policies, net	(1,232)		(844)		(6,066)		(6,568)
Litigation matters	472		(1,141)		718		4,929

Other	24,805		23,828		55,918		52,793
	$	37,520	$	39,405	$	83,885	$	89,547

Advertising costs represent company contributions to our marketing funds and are generally determined as a percentage of company-operated restaurant sales. Advertising costs decreased $1.4 million in the quarter and $3.1 million on a year-to-date basis as compared to the prior year, primarily due to a decrease in company-operated restaurant sales in the current year which was driven by refranchising.

Incentive compensation decreased by $4.1 million in the quarter and $4.7 million on a year-to-date basis as compared to the prior year primarily due to lower achievement levels compared to the prior year for the Company’s annual incentive plan.

Share-based compensation increased by $1.4 million in the quarter and $2.7 million on a year-to-date basis as compared to the prior year primarily due to higher achievement relating to performance-based equity awards.

The cash surrender value of our company-owned life insurance (“COLI”) policies, net of changes in our non-qualified deferred compensation obligation supported by these policies, are subject to market fluctuations. The changes in market values had a slightly favorable impact of $0.4 million in the quarter, but an unfavorable impact of $0.5 million on a year-to-date basis, compared to the prior year.

Litigation matters increased $1.6 million in the quarter and decreased $4.2 million on a year-to-date basis as compared to the prior year primarily due to the timing of litigation developments in each period, respectively. Refer to Note 14, Commitments and Contingencies, in the condensed consolidated financial statements for additional information related to the legal matters.

Other Operating Expenses (Income), Net

Other operating expenses (income), net is comprised of the following (in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Acquisition, integration, and strategic initiatives	$	4,268	$	1,259	$	9,889	$	2,896
Costs of closed restaurants and other	773		560		1,632		2,745

Accelerated depreciation	88		185		125		453
Gains on acquisition of restaurants	—		—		(2,357)		—
Losses (gains) on disposition of property and equipment, net	138		976		1,148		(8,615)
	$	5,267	$	2,980	$	10,437	$	(2,521)

Other operating expenses (income), net increased $2.3 million in the quarter and $13.0 million on a year-to-date basis, as compared to the prior year. For the quarter the increase was primarily due to $2.0 million of consulting fees for strategic initiatives in the current year. For the year-to-date period, the increase was due to $9.5 million of gains recognized in the prior year from a sale of Jack in the Box restaurant properties to franchisees who were leasing the properties from us prior to the sale as well as an increase of $7.0 million of consulting fees for strategic initiatives in the current year, partially offset by $2.4 million purchase gains related to the acquisition of 9 Del Taco restaurants, as well as a $1.1 million decrease in costs of closed restaurants in the in the current year.

Gains and Losses on the Sale of Company-Operated Restaurants

For the fiscal 2024 year-to-date period, the Company sold 13 Del Taco company-operated restaurants to franchisees, for which the Company recognized a net loss on the sale of company-operated restaurants of $1.3 million.

For the fiscal 2023 year-to-date period, the Company sold five Jack in the Box company-operated restaurants and 16 Del Taco company-operated restaurants to franchisees, for which the Company recognized a net gain on the sale of company-operated restaurants of $4.5 million.

Refer to Note 3, Summary of Refranchisings and Assets Held for Sale, of the notes to the condensed consolidated financial statements for additional information regarding these transactions.

Interest Expense, Net

Interest expense, net is comprised of the following (in thousands):


	Quarter				Year-to-date
	April 14, 2024		April 16, 2023		April 14, 2024		April 16, 2023
Interest expense	$	18,997	$	19,724	$	44,360	$	46,261
Interest income	(394)		(367)		(1,271)		(756)
Interest expense, net	$	18,603	$	19,357	$	43,089	$	45,505

Interest expense, net, decreased $0.8 million in the quarter and $2.4 million year-to-date primarily due to lower average borrowings as well as lower average interest rates resulting in a decrease of $0.7 million and $1.9 million, respectively, in interest expense compared to the prior year. Additionally, there was an increase in interest income of $0.5 million year-to-date due to higher investment balances compared to fiscal year 2023.

Income Tax Expense

The income tax provisions reflect an effective tax rate of 26.5% in the second quarter of 2024, as compared to 34.8% in the second quarter of the prior year, as well as 26.7% for the year-to-date period in 2024, as compared to 29.6% in the same period in 2023. The major component of the year-over-year decrease in tax rates was a decrease in the impact of estimated disposals of non-deductible goodwill attributable to refranchising transactions.

LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of short-term and long-term liquidity and capital resources are cash flows from operations and borrowings available under our credit facilities. Our cash requirements consist principally of working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, franchise tenant improvement allowance and incentive distributions, dividend payments, and obligations related to our benefit plans. We generally use available cash flows from operations to invest in our business, service our debt obligations, pay dividends and repurchase shares of our common stock.

As of April 14, 2024, the Company had $49.0 million of cash and restricted cash on its consolidated balance sheet and available borrowings of $175.5 million under our $150.0 million Variable Funding Notes and our $75.0 million revolving credit facility. The Company continually assesses the optimal sources and uses of cash for our business. We review our balance sheet for any undervalued assets and pursue opportunities for capital sources, including the sale of our owned Jack in the Box properties and refranchising, primarily for Del Taco in the near term.

Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility and revolving credit facility, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future.

Cash Flows

The table below summarizes our cash flows from continuing operations (in thousands):


	Year-to-date
	April 14, 2024		April 16, 2023
Total cash provided by (used in):
Operating activities	$	(6,021)	$	94,108
Investing activities	(55,854)		9,730
Financing activities	(75,055)		(117,042)
Net cash flows	$	(136,930)	$	(13,204)

Operating Activities. Operating cash flows decreased $100.1 million compared with a year ago. This is primarily due to an unfavorable change in working capital of $95.5 million, as well as lower net income, when adjusted for non-cash items, of $4.6 million. The change in working capital is primarily a result of the decrease of $60.8 million of income tax liabilities (of which $50.3 million was a payment deferred from 2023 in connection with the Southern California winter storm disaster area declaration), a decrease in accrued legal for the final payment of the Torrez litigation of $25.5 million, and a decrease in the advertising accruals of $11.3 million due to timing.

Investing Activities. Cash flows from investing activities decreased by $65.6 million compared with a year ago primarily due to higher purchases of property and equipment of $23.9 million in the current year, lower proceeds from the sale of Jack in the Box restaurant properties to franchisees of $21.9 million in the current year, and lower proceeds from the sale of company-operated restaurants of $16.4 million.

Capital Expenditures — The composition of capital expenditures in each period follows (in thousands):


	Year-to-date
	April 14, 2024		April 16, 2023
Restaurants:
Remodel / refresh programs	$	6,278	$	4,863
Restaurant facility expenditures	21,545		15,058
Purchases of assets intended for sale	11,985		5,801
Purchase of land	2,144		—
Restaurant information technology	12,491		8,607
	54,443		34,329
Corporate Services:
Information technology	6,566		2,625
Corporate facilities	62		242
	6,628		2,867

Total capital expenditures	$	61,071	$	37,196

The increase in restaurant facility expenditures includes amounts spent on capital maintenance and other operational initiatives. The increase for the purchases of assets intended for sale and/or sale and leaseback includes amounts spent on exercising our right of first refusal to purchase land and building which we intend to sell and leaseback. The increase for corporate information technology includes spending in connection with our new enterprise resource planning system and digital workflow platform.

Sale of Company-Operated Restaurants — The following table details proceeds received in connection with our refranchising activities in each period (dollars in thousands).


	Year-to-date
	April 14, 2024		April 16, 2023
Number of Jack in the Box restaurants sold to franchisees	—		5
Number of Del Taco restaurants sold to franchisees	13		16
Total proceeds	$	1,989	$	18,417

For further information, see Note 3, Summary of Refranchisings and Assets Held for Sale, in the notes to the condensed consolidated financial statements.

Financing Activities. Cash flows from financing activities decreased by $42.0 million compared with a year ago. The change is primarily due to the $50.0 million repayment in the prior year on the Variable Funding Notes, partially offset by the $7.4 million increase in stock repurchases in the current year versus the prior year.

Repurchases of common stock — The Company repurchased 0.5 million shares of its common stock in fiscal 2024 for an aggregate cost of $40.3 million. As of April 14, 2024, there was $210.0 million remaining under share repurchase programs authorized by the Board of Directors which do not expire.

Dividends — Up through April 14, 2024, the Board of Directors declared two cash dividends of $0.44 per common share totaling $17.3 million.

On May 10, 2024, the Board of Directors declared a cash dividend of $0.44 per share, to be paid on June 25, 2024, to shareholders of record as of the close of business on June 6, 2024.

Securitized Refinancing Transaction — On February 11, 2022, the Company completed the sale of $550.0 million of its Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $550.0 million of its Series 2022-1 4.136% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes” and, together with the Class A-2-I Notes, the “2022 Notes”). Interest payments on the 2022 Notes are payable on a quarterly basis. The anticipated repayment dates of the 2022 Class A-2-I Notes and the Class A-2-II Notes will be February 2027 and February 2032, respectively, unless earlier prepaid to the extent permitted under the indenture that governs the 2022 Notes. The anticipated repayment dates of the existing 2019-1 Class A-2-II Notes and the Class A-2-III Notes are August 2026 and August 2029, respectively.

The Company also entered into a revolving financing facility of Series 2022-1 Variable Funding Senior Secured Notes (the “Variable Funding Notes”), which permits borrowings up to a maximum of $150.0 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit. As of April 14, 2024, we did not have any outstanding borrowings and had available borrowing capacity of $100.5 million under our Variable Funding Notes, net of letters of credits issued of $49.5 million.

The 2022 Notes were issued in a privately placed securitization transaction pursuant to which certain of the Company’s revenue-generating assets, consisting principally of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual property, are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly owned indirect subsidiaries of the Company that act as Guarantors of the Notes and that have pledged substantially all of their assets, excluding certain real estate assets and subject to certain limitations, to secure the Notes. The 2022 Notes are subject to the same covenants and restrictions as the Series 2019-1 Notes.

The quarterly principal payment on the Class A-2 Notes may be suspended when the specified leverage ratio, which is a measure of outstanding debt to earnings before interest, taxes, depreciation, and amortization, adjusted for certain items (as defined in the Indenture), is less than or equal to 5.0x. Exceeding the leverage ratio of 5.0x does not violate any covenant related to the Class A-2 Notes. Subsequent to closing the issuance of the 2022 Notes, the Company has had a leverage ratio of greater than 5.0x and, accordingly, the Company resumed making the scheduled amortization payments on its 2022 Notes and Series 2019-1 Notes beginning in the second quarter of 2022.

Restricted cash — In accordance with the terms of the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders and are restricted in their use. As of April 14, 2024, the Company had restricted cash of $28.8 million, which primarily represented cash collections and cash reserves held by the trustee to be used for payments of interest and commitment fees required for the Class A-1 and A-2 Notes.

Covenants and restrictions — The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of gross sales for specified restaurants being below certain levels on certain measurement dates, certain manager termination events, an event of default, and the failure to repay or refinance the Class A-2 Notes on the applicable scheduled maturity date. The Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments. As of April 14, 2024, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events.

Revolving credit facility — In connection with the Del Taco acquisition, Del Taco’s existing debt related to a Syndicated Credit Facility dated August 5, 2015, was repaid and extinguished on the Closing Date. On the Closing Date, Del Taco entered into a new syndicated credit facility with an aggregate principal amount of up to $75.0 million, which was extended and now matures on February 28, 2025. The revolving credit facility, as amended, includes a limit of $20.0 million for letters of credit, all of which were cancelled as of October 1, 2023. As of April 14, 2024, we had no outstanding borrowings and available borrowing capacity of $75.0 million under the facility.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting policies and estimates are those that we believe are most important for the portrayal of the Company’s financial condition and results, and that require management’s most subjective and complex judgments. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies and estimates previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 1, 2023.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 1, Basis of Presentation, of the notes to condensed consolidated financial statements.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the federal securities laws. Any statements contained herein that are not historical facts may be deemed to be forward-looking statements. Forward-looking statements may be identified by words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would”, “should” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to:

•Changes in the availability of and the cost of labor could adversely affect our business.

•Changes in consumer confidence and declines in general economic conditions could negatively impact our financial results.

•Increases in food and commodity costs could decrease our profit margins or result in a modified menu, which could adversely affect our financial results.

•Failure to receive scheduled deliveries of high-quality food ingredients and other supplies could harm our operations and reputation.

•Inability to attract, train and retain top-performing personnel could adversely impact our financial results or business.

•Our business could be adversely affected by increased labor costs.

•Unionization activities or labor disputes may disrupt our operations and affect our profitability.

•Our insurance may not provide adequate levels of coverage against claims.

•We face significant competition in the food service industry and our inability to compete may adversely affect our business.

•Changes in demographic trends and in customer tastes and preferences could cause sales and the royalties we receive from franchisees to decline.

•Negative publicity relating to our business or industry could adversely impact our reputation.

•We may not have the same resources as our competitors for marketing, advertising and promotion.

•We may be adversely impacted by severe weather conditions, natural disasters, terrorist acts or civil unrest that could result in property damage, injury to employees and staff, and lost restaurant sales.

•Food safety and food-borne illness concerns may have an adverse effect on our business by reducing demand and increasing costs.

•We may not achieve our development goals.

•Our business and Del Taco’s business may not be integrated successfully, or such integration may be more difficult, time consuming, or costly than expected. Operating costs, customer loss, and business disruptions, including difficulties maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected.

•Our highly franchised business model presents a number of risks, and the failure of our franchisees to operate successful and profitable restaurants could negatively impact our business.

•We are subject to financial and regulatory risks associated with our owned and leased properties and real estate development projects.

•We have a limited number of suppliers for our major products and rely on a distribution network with a limited number of distribution partners for the majority of our national distribution program. If our suppliers or distributors are unable to fulfill their obligations under their contracts, it could harm our operations.

•Increasing regulatory and legal complexity may adversely affect restaurant operations and our financial results.

•Governmental regulation may adversely affect our existing and future operations and results, including by harming our ability to profitably operate our restaurants.

•The proliferation of federal, state, and local regulations increases our compliance risks, which in turn could adversely affect our business.

•Legislation and regulations regarding our products and ingredients, including the nutritional content of our products, could impact customer preferences and negatively impact our financial results.

•We may not be able to adequately protect our intellectual property, which could harm the value of our brand and adversely affect our business.

•We are subject to increasing legal complexity and may be subject to claims or lawsuits that are costly to defend and could result in our payment of substantial damages or settlement costs.

•If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, the Company’s stockholders could lose confidence in our financial results, which would harm our business and the value of the Company’s common shares.

•Changes in tax laws, interpretations of existing tax law, or adverse determinations by tax authorities could adversely affect our income tax expense and income tax payments.

•We may be subject to risk associated with disagreements with key stakeholders, such as franchisees.

•Actions of activist stockholders could cause us to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business.

•We are subject to the risk of cybersecurity breaches, intrusions, data loss, or other data security incidents.

•We are subject to risks associated with our increasing dependence on digital commerce platforms and technologies to maintain and grow sales, and we cannot predict the impact that these digital commerce platforms and technologies, other new or improved technologies or alternative methods of delivery may have on consumer behavior and our financial results.

•We are dependent on information technology and digital service providers and any material failure, misuse or interruption of our computer systems, supporting infrastructure, consumer-facing digital capabilities or social media platforms could adversely affect our business.

•The securitized debt instruments issued by certain of our wholly-owned subsidiaries have restrictive terms, and any failure to comply with such terms could result in default, which could harm the value of our brand and adversely affect our business.

•We have a significant amount of debt outstanding. Such indebtedness, along with the other contractual commitments of our Company or its subsidiaries, could adversely affect our business, financial condition and results of operations, as well as the ability of certain of our subsidiaries to meet debt payment obligations.

•The securitization transaction documents impose certain restrictions on our activities or the activities of our subsidiaries, and the failure to comply with such restrictions could adversely affect our business.

•The COVID-19 pandemic has disrupted and may continue to disrupt our business, which has affected and could continue to materially affect our operations, financial condition, and results of operations for an extended period of time.

These and other factors are identified and described in more detail in our filings with the Securities and Exchange Commission, including, but not limited to: the “Discussion of Critical Accounting Estimates,” and other sections in this Form 10-Q and the “Risk Factors” section of our most recent Annual Report on Form 10-K for the fiscal year ended October 1, 2023 (“Form 10-K”). These documents may be read free of charge on the SEC’s website at www.sec.gov. Potential investors are urged to consider these factors, more fully described in our Form 10-K, carefully in evaluating any forward-looking statements, and are cautioned not to place undue reliance on the forward-looking statements. All forward-looking statements are made only as of the date issued, and we do not undertake any obligation to update any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative market risks set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended October 1, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended), as of the end of the Company’s quarter ended April 14, 2024, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) have concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended April 14, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

There is no information required to be reported for any items under Part II, except as follows:

ITEM 1. LEGAL PROCEEDINGS

See Note 14, Commitments and Contingencies, of the notes to the condensed consolidated financial statements for a discussion of our contingencies and legal matters.

ITEM 1A. RISK FACTORS

When evaluating our business and our prospects, you should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended October 1, 2023, which we filed with the SEC on November 21, 2023, as updated in this Item 1A. You should also consider the risks and uncertainties discussed under the heading “Cautionary Statements Regarding Forward-Looking Statements” in Item 2 of this Quarterly Report on Form 10-Q. You should also refer to the other information set forth in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended October 1, 2023, including our financial statements and the related notes. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks or uncertainties actually occur, our business and financial results could be harmed. In that case, the market price of our common stock could decline.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock Repurchases — In the second quarter of 2024, we repurchased 0.2 million shares of our common stock for an aggregate cost of $15.1 million, including the applicable excise tax. As of April 14, 2024, this leaves $210.0 million remaining under share repurchase programs authorized by the Board of Directors.


	(a) Total number of shares purchased	(b) Average price paid per share		(c) Total number of shares purchased as part of publicly announced programs	(d) Maximum dollar value that may yet be purchased under these programs (in thousands)
					$	225,000
January 22, 2024 - February 18, 2024	—	$	—	—	$	225,000
February 19, 2024 - March 17, 2024	203,627	$	73.66	203,627	$	210,000
March 18, 2024 - April 14, 2024	—	$	—	—	$	210,000
	—	$	—	—	$	210,000
Total	203,627			203,627

ITEM 3. DEFAULTS OF SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended April 14, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term in defined in Item 408(a) of Regulation S-K.

On February 27, 2024, the Company entered into a Rule 10b5-1 trading arrangement to repurchase shares of the Company’s common stock up to an aggregate purchase price of $15.0 million. This Rule 10b5-1 trading arrangement subsequently terminated on April 12, 2024.

ITEM 6. EXHIBITS


Number	Description	Form	Filed with SEC
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	Filed herewith
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	Filed herewith
101.INS	iXBRL Instance Document
101.SCH	iXBRL Taxonomy Extension Schema Document
101.CAL	iXBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	iXBRL Taxonomy Extension Definition Linkbase Document
101.LAB	iXBRL Taxonomy Extension Label Linkbase Document
101.PRE	iXBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File formatted in iXBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			JACK IN THE BOX INC.

			By:			/S/ BRIAN SCOTT
						Brian Scott
						Chief Financial Officer (principal financial officer) (Duly Authorized Signatory)

Date: May 14, 2024

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Date	Price Target	Rating	Analyst
11/14/2024		Buy → Neutral	Northcoast
6/13/2024	$55.00	Sell	Goldman
5/16/2024	$75.00	Outperform	RBC Capital Mkts
3/14/2024	$79.00 → $88.00	Neutral → Outperform	Wedbush
1/29/2024	$95.00	Neutral → Buy	Northcoast
10/19/2023	$71.00	Hold	Deutsche Bank
10/5/2023	$85.00	Buy	BofA Securities
7/17/2023	$96.00 → $102.00	Equal-Weight	Morgan Stanley

SEC Form 10-Q filed by Jack In The Box Inc.

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