JACK IN THE BOX INC - Quarter Report: 2022 July (Form 10-Q)

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 July 10, 2022

☐ 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 August 4, 2022, 21,057,109 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
	C ondensed Consolidated Statements of Earnings	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults of Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
	Signature	41

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)


	July 10, 2022		October 3, 2021
ASSETS
Current assets:
Cash	$	65,857	$	55,346
Restricted cash	27,058		18,222
Accounts and other receivables, net	78,490		74,335
Inventories	5,704		2,335
Prepaid expenses	15,529		12,682
Current assets held for sale	7,519		1,692
Other current assets	4,775		4,346
Total current assets	204,932		168,958
Property and equipment:
Property and equipment, at cost	1,270,362		1,133,038
Less accumulated depreciation and amortization	(828,723)		(810,124)
Property and equipment, net	441,639		322,914
Other assets:
Operating lease right-of-use assets	1,334,300		934,066
Intangible assets, net	12,544		470
Trademarks	283,500		—
Goodwill	367,507		47,774
Deferred tax assets	—		51,517
Other assets, net	219,350		224,438
Total other assets	2,217,201		1,258,265
	$	2,863,772	$	1,750,137
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt	$	30,201	$	894
Current operating lease liabilities	173,057		150,636
Accounts payable	49,286		29,119
Accrued liabilities	215,286		148,417
Total current liabilities	467,830		329,066
Long-term liabilities:
Long-term debt, net of current maturities	1,806,074		1,273,420
Long-term operating lease liabilities, net of current portion	1,166,977		809,191
Deferred tax liabilities	33,704		—
Other long-term liabilities	157,051		156,342
Total long-term liabilities	3,163,806		2,238,953
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, 82,580,296 and 82,536,059 issued, respectively	826		825
Capital in excess of par value	506,674		500,441
Retained earnings	1,806,352		1,764,412
Accumulated other comprehensive loss	(72,410)		(74,254)
Treasury stock, at cost, 61,523,475 shares	(3,009,306)		(3,009,306)
Total stockholders’ deficit	(767,864)		(817,882)
	$	2,863,772	$	1,750,137

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
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Revenues:
Company restaurant sales	$	215,231	$	91,892	$	486,596	$	292,132
Franchise rental revenues	80,068		80,598		259,723		262,248
Franchise royalties and other	52,059		48,582		159,915		155,461
Franchise contributions for advertising and other services	50,947		48,386		159,076		155,375
	398,305		269,458		1,065,310		865,216
Operating costs and expenses, net:
Food and packaging	65,755		27,061		150,163		83,376
Payroll and employee benefits	71,366		27,356		162,001		88,727
Occupancy and other	42,054		14,103		92,102		45,287
Franchise occupancy expenses	50,971		48,824		164,198		162,897
Franchise support and other costs	3,768		2,722		12,694		9,336
Franchise advertising and other services expenses	52,398		49,168		164,964		158,967
Selling, general and administrative expenses	40,086		21,796		93,904		61,156
Depreciation and amortization	16,713		10,389		40,754		35,656
Other operating expenses, net	4,129		922		22,339		1,698
Gains on the sale of company-operated restaurants	(802)		(264)		(1,660)		(3,079)
	346,438		202,077		901,459		644,021
Earnings from operations	51,867		67,381		163,851		221,195
Other pension and post-retirement expenses, net	70		204		233		678
Interest expense, net	19,703		15,158		66,371		51,120
Earnings before income taxes	32,094		52,019		97,247		169,397
Income taxes	9,237		11,991		27,324		42,576
Net earnings	$	22,857	$	40,028	$	69,923	$	126,821

Earnings per share:
Basic	$	1.08	$	1.80	$	3.29	$	5.59
Diluted	$	1.08	$	1.79	$	3.29	$	5.57

Cash dividends declared per common share	$	0.44	$	0.44	$	1.32	$	1.24

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
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Net earnings	$	22,857	$	40,028	$	69,923	$	126,821
Other comprehensive income:

Actuarial losses and prior service costs reclassified to earnings	748		1,139		2,491		3,794
	748		1,139		2,491		3,794
Tax effect	(195)		(297)		(647)		(987)
Other comprehensive income, net of taxes	553		842		1,844		2,807

Comprehensive income	$	23,410	$	40,870	$	71,767	$	129,628

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
	July 10, 2022		July 4, 2021
Cash flows from operating activities:
Net earnings	$	69,923	$	126,821
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	40,754		35,656
Amortization of franchise tenant improvement allowances and incentives	3,046		2,330
Deferred finance cost amortization	4,280		4,304
Loss on extinguishment of debt	7,700		—
Tax deficiency (excess tax benefit) from share-based compensation arrangements	123		(1,164)
Deferred income taxes	8,058		(2,599)
Share-based compensation expense	5,541		3,338
Pension and post-retirement expense	233		678
Losses (gains) on cash surrender value of company-owned life insurance	9,024		(12,561)
Gains on the sale of company-operated restaurants	(1,660)		(3,079)
Gains on the disposition of property and equipment, net	(1,746)		(1,754)
Impairment charges and other	3,863		1,951
Changes in assets and liabilities, excluding acquisitions:
Accounts and other receivables	571		14,485
Inventories	(137)		(250)
Prepaid expenses and other current assets	(3,261)		1,194
Operating lease right-of-use assets and lease liabilities	6,074		(23,735)
Accounts payable	2,627		(2,597)
Accrued liabilities	(42,701)		20,611
Pension and post-retirement contributions	(5,109)		(4,961)
Franchise tenant improvement allowance and incentive disbursements	(2,206)		(8,009)
Other	(1,185)		(778)
Cash flows provided by operating activities	103,812		149,881
Cash flows from investing activities:
Purchases of property and equipment	(34,349)		(35,157)
Acquisition of Del Taco, net of cash acquired	(580,792)		—
Proceeds from the sale of property and equipment	4,691		5,272
Proceeds from the sale and leaseback of assets	5,968		—
Proceeds from the sale of company-operated restaurants	1,402		1,229
Other	(1,315)		2,616
Cash flows used in investing activities	(604,395)		(26,040)
Cash flows from financing activities:
Borrowings on revolving credit facilities	68,000		—
Repayments of borrowings on revolving credit facilities	(18,000)		(107,875)
Proceeds from the issuance of debt	1,100,000		—
Principal repayments on debt	(580,518)		(640)
Payment of debt issuance and extinguishment costs	(20,599)		—
Dividends paid on common stock	(27,789)		(27,886)
Proceeds from issuance of common stock	51		6,646
Repurchases of common stock	—		(124,399)
Payroll tax payments for equity award issuances	(1,215)		(4,166)
Cash flows provided by (used in) financing activities	519,930		(258,320)
Net increase (decrease) in cash and restricted cash	19,347		(134,479)
Cash and restricted cash at beginning of period	73,568		236,920
Cash and restricted cash at end of period	$	92,915	$	102,441

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. Del Taco is a nationwide operator and franchisor of restaurants featuring fresh and fast Mexican and American inspired cuisines. Refer to Note 3, Business Combination, for further details.

As of July 10, 2022, there were 171 company-operated and 2,036 franchise-operated Jack in the Box restaurants and 291 company-operated and 303 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”).

Certain reclassifications have been made to the prior year presentation to conform to the current year presentation.

These financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended October 3, 2021 (“2021 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our 2021 Form 10-K, with the exception of the significant accounting policies below that were adopted or applied upon the acquisition of Del Taco.

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. Our Del Taco subsidiary operates on a fiscal year ending the Tuesday closest to September 30. Fiscal years 2022 and 2021 include 52 and 53 weeks, respectively. Our first quarter includes 16 weeks and all other quarters include 12 weeks, with the exception of the fourth quarter of fiscal 2021, which includes 13 weeks. All comparisons between 2022 and 2021 refer to the 12 weeks (“quarter”) and 40 weeks (“year-to-date”) ended July 10, 2022 and July 4, 2021, 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 — We administer marketing funds at each of our restaurant brands that include contractual contributions. In 2022 and 2021, marketing fund contributions from Jack in the Box franchise and company-operated restaurants were approximately 5.0% of sales. In 2022, marketing fund contributions from Del Taco franchise and company-operated restaurants were approximately 4.0% of sales.

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 $9.8 million and $22.9 million, respectively, in 2022 and $4.6 million and $14.8 million, respectively, in 2021.

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 our allowance for doubtful accounts (in thousands):


	Year-to-date
	July 10, 2022		July 4, 2021
Balance as of beginning of period	$	(6,292)	$	(5,541)
Provision for expected credit losses	(4,162)		(502)
Write-offs charged against the allowance	5,226		19
Balance as of end of period	$	(5,228)	$	(6,024)

Business combinations — We account 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.

Recent accounting pronouncements — In October 2021 the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, “Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805).” This standard requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification (“ASC”) Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. We elected to early adopt this standard in the second quarter of 2022. The adoption of ASU 2021-08 did not have a material impact on our condensed consolidated financial statements.

The Company reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements.

2.REVENUE

Nature of products and services — We derive 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, as well as sourcing fees for Jack in the Box franchise agreements.

Disaggregation of revenue — The following table disaggregates revenue by segment and primary source for the period ended July 10, 2022 (in thousands):


	Quarter						Year-to-date
	Jack in the Box		Del Taco		Total		Jack in the Box		Del Taco		Total
Company restaurant sales	$	100,899	$	114,332	$	215,231	$	315,205	$	171,391	$	486,596
Franchise rental revenues	78,278		1,790		80,068		257,069		2,654		259,723
Franchise royalties	44,291		5,361		49,652		144,872		8,006		152,878
Marketing fees	42,620		4,359		46,979		139,811		6,517		146,328
Technology and sourcing fees	3,548		420		3,968		12,123		625		12,748
Franchise fees and other services	2,340		67		2,407		6,944		93		7,037
Total revenue	$	271,976	$	126,329	$	398,305	$	876,024	$	189,286	$	1,065,310

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table disaggregates revenue by segment and primary source for the period ended July 4, 2021 (in thousands):


	Quarter						Year-to-date
	Jack in the Box		Del Taco		Total		Jack in the Box		Del Taco		Total
Company restaurant sales	$	91,892	$	—	$	91,892	$	292,132	$	—	$	292,132
Franchise rental revenues	80,598		—		80,598		262,248		—		262,248
Franchise royalties	45,950		—		45,950		146,913		—		146,913
Marketing fees	44,305		—		44,305		142,398		—		142,398
Technology and sourcing fees	4,081		—		4,081		12,977		—		12,977
Franchise fees and other services	2,632		—		2,632		8,548		—		8,548
Total revenue	$	269,458	$	—	$	269,458	$	865,216	$	—	$	865,216

Contract liabilities — Our 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. We classify these contract liabilities as “Accrued liabilities” and “Other long-term liabilities” in our condensed consolidated balance sheets.

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


	Year-to-date
		July 10, 2022		July 4, 2021
Deferred franchise and development fees at beginning of period		$	41,520	$	43,541
Changes due to business combinations		6,193		—
Revenue recognized		(4,238)		(4,415)
Additions		3,023		1,718
Deferred franchise and development fees at end of period		$	46,498	$	40,844

As of July 10, 2022, approximately $5.2 million of development fees related to unopened stores are included in deferred revenue. Timing of revenue recognition is dependent upon the timing of store openings and are recognized over the franchise term at the date of opening.

The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied as of July 10, 2022 (in thousands):


Remainder of 2022	$	1,202
2023	5,003
2024	4,792
2025	4,555
2026	4,228
Thereafter	21,553
	$	41,333

We have 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.BUSINESS COMBINATION

On March 8, 2022 (the “Closing Date”), the Company acquired 100% of the outstanding equity interest of 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 (the “Merger Agreement”). Del Taco is a nationwide operator and franchisor of restaurants featuring fresh and fast Mexican and American inspired cuisines. Jack in the Box acquired Del Taco as a part of the Company’s goal to gain greater scale and accelerate growth.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In connection with the transaction, the Company repaid Del Taco's existing debt of $115.2 million related to a syndicated credit facility and Del Taco entered into a new syndicated credit facility.

The total purchase consideration for Del Taco was $593.3 million. Each share of Del Taco common stock issued and outstanding was converted into the right to receive $12.51 in cash without interest, less any applicable withholding taxes (“Merger Consideration”). Additionally, in connection with the transaction, each Del Taco equity award granted under Del Taco’s equity compensation plans was either (i) converted into the right to receive Merger Consideration or (ii) converted into equity awards with respect to Jack in the Box common stock. Other components of purchase consideration include cash paid to settle Del Taco’s existing debt and $7.1 million of seller transaction costs funded by Jack in the Box.

As part of the Merger Agreement, on the Closing Date, the Company assumed Del Taco’s historical equity compensation plans. The awards under Del Taco’s historical equity compensation plans that were not subject to accelerated vesting were exchanged for replacement awards of the Company, which included Del Taco’s non-accelerating restricted stock awards (“non-accelerating RSAs”). Immediately following the Merger, these replacement awards were modified to accelerate the remaining vesting period to be one year following the Closing Date, other than the awards already scheduled to vest on June 30, 2022. The portion of the fair value of the replacement awards associated with pre-acquisition service of Del Taco’s employees represented a component of the total purchase consideration. The remaining fair value of these replacement awards are subject to the recipients’ continued service and thus were excluded from the purchase price. The awards which are subject to continued service will be recognized ratably as stock-based compensation expense over the requisite service period.

The acquisition of Del Taco was funded by cash on hand and borrowings under our 2022 Class A-2 Notes and 2022 Variable Funding Notes. The Company recognized transaction costs of $1.2 million and $12.4 million in the quarter and year-to-date of 2022, respectively. These costs were associated with advisory, legal, and consulting services and are presented in “Other operating expenses, net” in the condensed consolidated statement of earnings.

The acquisition of Del Taco has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with the Company treated as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value.

Purchase consideration — The following summarizes the purchase consideration paid to Del Taco shareholders (in thousands, except per share data):


	Amount
Del Taco shares outstanding as of March 8, 2022	36,442
Del Taco RSAs subject to accelerated vesting	805
Del Taco RSUs subject to accelerated vesting	70
Del Taco options subject to accelerated vesting	292
Total Del Taco shares outstanding	37,610
Merger Consideration (per Del Taco share)	$	12.51
Total cash consideration paid to selling shareholders	$	470,500
Del Taco transaction costs paid by Jack in the Box (1)	7,141
Del Taco closing indebtedness settled by Jack in the Box (2)	115,219
Replacement share-based payment awards pre-combination vesting expense	449
Preliminary aggregate purchase consideration	$	593,309

____________________________

(1)Represents the portion of Del Taco merger-related transaction costs that were paid at the Closing Date by the Company.

(2)Represents the closing indebtedness of Del Taco’s existing debt that was paid at the Closing Date by the Company.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Purchase price allocation — The preliminary allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed is based on the estimated fair values and is as follows (in thousands):


	Initial Allocation of Consideration		Measurement Period Adjustments (1)		July 10, 2022
Total preliminary aggregate purchase consideration, net of $12,068 cash acquired	$	581,241	$	—	$	581,241
Assets:
Accounts and other receivables	3,809		—		3,809
Inventories	3,233		—		3,233
Prepaid expenses	2,950		—		2,950
Other current assets	105		—		105
Property and equipment	150,826		(5,341)		145,485
Operating lease right-of-use assets	349,489		—		349,489
Intangible assets	12,371		—		12,371
Trademarks	283,500		—		283,500
Other assets	5,128		—		5,128
Liabilities:
Current maturities of long-term debt	22		—		22
Current operating lease liabilities	21,991		—		21,991
Accounts payable	18,808		—		18,808
Accrued liabilities	66,739		45,076		111,815
Long-term debt, net of current maturities	349		—		349
Long-term operating lease liabilities, net of current portion	302,688		—		302,688
Deferred tax liabilities	88,203		(12,668)		75,535
Other long-term liabilities	13,080		—		13,080
Net assets acquired, excluding goodwill	$	299,531	$	(37,749)	$	261,782
Goodwill	$	281,710	$	37,749	$	319,459

____________________________

(1)The Company recorded measurement period adjustments in the third quarter of fiscal 2022 attributable to the Company’s review of inputs and assumptions utilized in valuation models, in addition to new information obtained during the quarter surrounding the settlement of a litigation matter which existed at the date of acquisition. Refer to Note 15, Commitments and Contingencies, for further details regarding the litigation matter.

The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, loss contingencies, and goodwill are subject to change as the Company obtains additional information during the measurement period (up to one year from the acquisition date). The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. The goodwill of $319.5 million arising from the acquisition is primarily attributable to the market position and future growth potential of Del Taco for both company-operated and franchised restaurants related to future store openings, expansion into new markets, and expected synergies. None of the goodwill resulting from the acquisition is deductible for tax purposes. We have not yet allocated goodwill related to the Del Taco acquisition to reporting units for goodwill impairment testing purposes. Goodwill will be allocated to reporting units when the purchase price allocation is finalized during the measurement period.

Identifiable intangible assets — The identifiable intangible assets acquired consist of trademarks, franchise and development agreements, and favorable subleases. The Company amortizes the fair value of the franchise and development agreements and favorable and unfavorable sublease assets and liabilities on a straight-line basis over their respective useful lives.

The trademarks were valued using the relief from royalty method of the income approach, which was applied by discounting the after-tax royalties avoided by owning the trade name to present value. The key inputs and assumptions included the Company's estimates of the projected system wide sales, royalty rate and discount rate applicable to the trade name.

The franchise and development agreements were valued using the income approach, which was applied by discounting the projected after-tax cash flows associated with the agreements to present value. The key inputs and assumptions included the

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Company's estimates of the projected royalties received under the existing franchise and development agreements (including the impact of franchise churn) and the applicable discount rate.

The favorable and unfavorable sublease assets and liabilities were valued using the income approach, which was applied by discounting the differential between the market rent and contract rent to present value. The key inputs and assumptions included the Company's estimates of the market rent, contract rent and discount rate applicable to the favorable and unfavorable subleases.

The preliminary values allocated to intangible assets and the useful lives are as follows (in thousands):


	Amount		Useful life (Years)
Trademarks	$	283,500	Indefinite
Franchise contracts	9,700		18
Sublease assets	2,671		13
Estimated fair value of acquired intangible assets	$	295,871

Taxes — The preliminary allocation of the purchase price is based on preliminary valuations performed to determine the fair value of the net assets as of the Closing Date. The Company has conducted a preliminary assessment of the valuations, and has recognized provisional deferred income tax amounts in its preliminary allocation for the identified assets and liabilities. However, the Company is continuing its procedures to identify information pertaining to these matters during the measurement period. If new information is obtained about facts and circumstances that existed at the Closing Date, the Company will either adjust its measurement of provisional deferred income tax amounts or recognize and measure assets and liabilities not previously identified.

Unaudited pro forma results — The following unaudited pro forma combined financial information presents the Company’s results as though Del Taco and the Company had been combined as the beginning of fiscal year 2021 (in thousands):


	Quarter		Year-to-date
	July 4, 2021		July 10, 2022		July 4, 2021
Total revenue	$	393,521	$	1,283,387	$	1,263,299
Net earnings	$	42,491	$	74,711	$	102,305

The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from this acquisition, mainly including adjustments to reflect additional amortization expense from acquired intangibles, incremental depreciation expense from the fair value property and equipment, elimination of historical interest expense associated with both Del Taco’s and the Company’s historical indebtedness, additional interest expense associated with the new Del Taco revolving credit facility and the Company’s new borrowings as part of the refinancing to fund the acquisition, adjusted rent expense reflecting the acquired right-of-use assets and liabilities to their estimated acquisition-date values based upon preliminary valuation of related lease intangibles and remaining payments, as well as the fair value adjustments made to leasehold improvements, certain material non-recurring adjustments and the tax-related effects as though Del Taco was combined as of the beginning of fiscal 2021. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2021, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

For the periods subsequent to the acquisition that are included in the quarter and year-to-date of 2022, Del Taco had total revenues of $189.3 million and net earnings of $5.2 million.

4.SUMMARY OF REFRANCHISINGS AND FRANCHISE ACQUISITIONS

Refranchisings — In 2022 and 2021, no company-operated restaurants were sold to franchisees. Amounts included in “Gains on the sale of company-operated restaurants” in both periods related to resolutions of certain contingencies from the sale of Jack in the Box restaurants in prior years.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Franchise acquisitions — In 2022, we acquired thirteen Jack in the Box restaurants in two markets, and during 2021 we acquired four Jack in the Box franchise restaurants in one market. 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). These acquisitions were not material to our condensed consolidated financial statements in either year.

Assets held for sale — Assets classified as held for sale on our condensed consolidated balance sheets as of July 10, 2022 and October 3, 2021, primarily relate to closed restaurant properties and owned properties which we are actively marketing for sale and/or sales and leaseback within the next 12 months with carrying amounts of $7.5 million and $1.7 million, respectively.

5.GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying amount of goodwill during fiscal 2022 and 2021 were as follows (in thousands):


Balance at September 27, 2020	$	47,161
Acquisition of Jack in the Box franchise-operated restaurants	613
Balance at October 3, 2021	47,774
Acquisition of Del Taco Restaurants, Inc.	319,459
Acquisition of Jack in the Box franchise-operated restaurants	274
Balance at July 10, 2022	$	367,507

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


	July 10, 2022						October 3, 2021
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Sublease assets	$	2,671	$	(83)	$	2,588	$	—	$	—	$	—
Franchise contracts	9,700		(187)		9,513		—		—		—
Reacquired franchise rights	557		(114)		443		542		(72)		470
Total	$	12,928	$	(384)	$	12,544	$	542	$	(72)	$	470

The following table summarizes, as of July 10, 2022, the estimated amortization expense for each of the next five fiscal years (in thousands):


Remainder of 2022	$	198
2023	$	839
2024	$	836
2025	$	836
2026	$	835

6.LEASES

Nature of leases — We own restaurant sites and we also lease 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.”

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents rental income (in thousands):


	Quarter				Year-to-date
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Operating lease income - franchise	$	53,703	$	53,762	$	178,048	$	180,146
Variable lease income - franchise	26,274		26,836		81,556		82,102
Amortization of favorable and unfavorable lease contracts, net	91		—		119		—
Franchise rental revenues	$	80,068	$	80,598	$	259,723	$	262,248
Operating lease income - closed restaurants and other (1)	$	1,663	$	1,377	$	4,728	$	4,602

____________________________

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

The following table presents as of July 10, 2022, the annual maturities of our lease liabilities (in thousands):


	Finance Leases		Operating Leases
Fiscal year:
Remainder of 2022	$	244	$	55,942
2023	972		227,605
2024	399		191,112
2025	39		185,347
2026	27		168,451
Thereafter	26		874,345
Total future lease payments (1)	$	1,707	$	1,702,802
Less imputed interest	(84)		(362,768)
Present value of lease liabilities	$	1,623	$	1,340,034
Less current portion	(929)		(173,057)
Long-term lease obligations	$	694	$	1,166,977

____________________________

(1)Total future lease payments include non-cancellable commitments of $1.7 million for finance leases and $1,468.4 million for operating leases.

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 (2) (Level 1)		Significant Other Observable Inputs (2) (Level 2)		Significant Unobservable Inputs (2) (Level 3)
Fair value measurements as of July 10, 2022:
Non-qualified deferred compensation plan (1)	$	14,481	$	14,481	$	—	$	—
Total liabilities at fair value	$	14,481	$	14,481	$	—	$	—
Fair value measurements as of October 3, 2021:
Non-qualified deferred compensation plan (1)	$	18,555	$	18,555	$	—	$	—
Total liabilities at fair value	$	18,555	$	18,555	$	—	$	—

____________________________

(1)We maintain 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.

(2)We did not have any transfers in or out of Level 1, 2 or 3.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the carrying value and estimated fair value of our Class A-2 Notes as of July 10, 2022 and October 3, 2021 (in thousands):


	July 10, 2022				October 3, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Series 2019 Class A-2 Notes	$	715,938	$	667,207	$	1,290,251	$	1,351,057
Series 2022 Class A-2 Notes	$	1,094,500	$	959,220	$	—	$	—

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. As of July 10, 2022, we had $50.0 million of outstanding borrowings under our Variable Funding Notes. The fair value of these loans approximates their carrying value due to the variable rate nature of these borrowings.

Non-financial assets and liabilities — Our 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 2022, no material fair value adjustments were required.

8.INDEBTEDNESS

Our long-term debt obligations consist of the following (in thousands):


	July 10, 2022		October 3, 2021
Series 2019-1 Class A-2-I Notes	$	—	$	570,688
Series 2019-1 Class A-2-II Notes	271,563		272,938
Series 2019-1 Class A-2-III Notes	444,375		446,625
Series 2022-1 Class A-2-I Notes	547,250		—
Series 2022-1 Class A-2-II Notes	547,250		—
Series 2022-1 Class A-2-I Variable Funding Notes	50,000		—
Revolving Credit Facility	—		—
Finance lease obligations and other debt	1,986		2,275
Total debt	1,862,424		1,292,526
Less current maturities of long-term debt	(30,201)		(894)
Less unamortized debt issuance costs	(26,149)		(18,212)
Long-term debt	$	1,806,074	$	1,273,420

Securitization 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” 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 Class A-2-I Notes and the Class A-2-II Notes will be February 2027 and February 2032, respectively (the “Anticipated Repayment Dates”), unless earlier prepaid to the extent permitted under the indenture that will govern the 2022 Notes.

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. The Company’s existing revolving financing facility of Series 2019-1 Class A-1 Notes was terminated in connection with the transaction. As of July 10, 2022, we had outstanding borrowings of $50.0 million and available borrowing capacity of $58.0 million under our 2022 Variable Funding Notes, net of letters of credits issued of $42.0 million.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The net proceeds of the sale of the 2022 Notes were used to repay in full of $570.7 million in aggregate outstanding principal amount of the Company’s Series 2019-1 Class A-2-I Notes, together with the applicable make-whole premium and unpaid interest, and was used to fund a portion of the Company’s acquisition of Del Taco Restaurants, Inc. As a result, the Company recorded a loss on early extinguishment of debt of $5.6 million during the second quarter of 2022, which was comprised of the write-off of certain deferred financing costs and a specified make-whole premium payment, and is presented in “Interest expense, net” in the condensed consolidated statement of earnings. Additionally, in connection with the 2022 Notes, the Company capitalized $17.4 million of debt issuance costs, which are being amortized into interest expense over the Anticipated Repayment Dates, utilizing the effective interest rate method. The costs related to our Variable Funding Notes are presented within “Other assets, net” and are being amortized over the Anticipated Repayment Date of February 2027 using the straight-line method.

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 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.

Revolving credit facility — In connection with the Del Taco acquisition, Del Taco’s existing debt of $115.2 million 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, maturing on March 7, 2023. The revolving credit facility, as amended, includes a limit of $20.0 million for letters of credit. As of July 10, 2022, we had no outstanding borrowings and available borrowing capacity of $61.9 million under the facility, net of letters of credit of $13.1 million. The Company capitalized $0.3 million of debt issuance costs, which are being amortized into interest expense over the expected term of the credit facility.

Bridge commitment letter — In connection with the Merger Agreement, the Company secured commitments for a bridge financing facility in an amount of up to $600.0 million (the “Bridge Facility”). No amounts were drawn under the Bridge Facility, which was terminated as a result of our securitization refinancing transaction. The Company expensed approximately $2.1 million for the unamortized issuance costs associated with this commitment which is presented in “Interest expense, net” in the condensed consolidated statement of earnings.

Maturities of long-term debt — Assuming repayment by the Anticipated Repayment Dates and based on the leverage ratio as of July 10, 2022, principal payments on our long-term debt outstanding at July 10, 2022 for each of the next five fiscal years and thereafter are as follows (in thousands):


Remainder of 2022	$	8,246
2023	29,891
2024	29,373
2025	29,338
2026	289,204
Thereafter	1,476,372
	$	1,862,424

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9.OTHER OPERATING EXPENSE, NET

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


	Quarter				Year-to-date
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Acquisition, integration, and restructuring costs (1)	$	2,753	$	—	$	18,864	$	4
Costs of closed restaurants and other (2)	837		622		2,559		2,086
Operating restaurant impairment charges (3)	1,653		—		1,653		—
Accelerated depreciation	346		123		1,009		1,362
(Gains) losses on disposition of property and equipment, net	(1,460)		177		(1,746)		(1,754)
	$	4,129	$	922	$	22,339	$	1,698

____________________________

(1)Acquisition, integration, and restructuring costs include costs incurred by the Company, including integration costs and fees related to advisory, legal, investment banking, and other professional services, all of which are directly attributable to the Del Taco acquisition.

(2)Costs of closed restaurants primarily include impairment charges as a result of our decision to close restaurants, ongoing costs associated with closed restaurants, and canceled project costs.

(3)In 2022, restaurant impairment charges included $1.7 million related to the impairment of five under-performing Jack in the Box company-operated restaurants which are currently held for use.

10.SEGMENT REPORTING

Our principal business consists of developing, operating and franchising our Jack in the Box and Del Taco restaurant brands, each of which we consider a reportable operating segment. This segment reporting structure reflects our current management structure, internal reporting method and financial information used in deciding how to allocate our resources. Based upon certain quantitative thresholds, each operating segment is considered a reportable segment.

We measure and evaluate our segments based on segment revenues and segment profit. Our measure of segment profit excludes depreciation and amortization, share-based compensation, company-owned life insurance (“COLI”) gains/losses, net of changes in our non-qualified deferred compensation obligation supported by these policies, acquisition, integration, and restructuring expenses, gains on the sale of company-operated restaurants, and amortization of favorable and unfavorable leases and subleases, net. The following table provides information related to our operating segments in each period (in thousands):

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	Quarter				Year-to-date
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Revenues by segment:
Jack in the Box	$	271,976	$	269,458	$	876,024	$	865,216
Del Taco	126,329		—		189,286		—
Consolidated revenues	$	398,305	$	269,458	$	1,065,310	$	865,216
Segment operating profit:
Jack in the Box	$	64,951	$	75,397	$	216,935	$	248,163
Del Taco	12,209		—		18,265		—
Total segment operating profit	$	77,160	$	75,397	$	235,200	$	248,163
Depreciation and amortization	16,713		10,389		40,754		35,656
Acquisition, integration, and restructuring costs	2,753		—		18,864		4
Share-based compensation	1,607		502		5,541		3,338
Net COLI losses (gains)	4,585		(2,611)		7,165		(8,951)
Gains on the sale of company-operated restaurants	(802)		(264)		(1,660)		(3,079)
Amortization of favorable and unfavorable leases and subleases, net	437		—		685		—
Earnings from operations	$	51,867	$	67,381	$	163,851	$	221,195
Total capital expenditures by segment:
Jack in the Box	$	7,603	$	12,229	$	24,933	$	35,157
Del Taco	5,965		—		9,416		—
Total capital expenditures	$	13,568	$	12,229	$	34,349	$	35,157
Total depreciation and amortization by segment:
Jack in the Box	$	9,202	$	10,389	$	31,038	$	35,656
Del Taco	7,511		—		9,716		—
Total depreciation and amortization	$	16,713	$	10,389	$	40,754	$	35,656

We do not evaluate, manage or measure performance of segments using asset, interest income and expense, or income tax information; accordingly, this information by segment is not prepared or disclosed.

11.INCOME TAXES

The income tax provisions reflect tax rates of 28.8% in the third quarter and 28.1% year-to-date, compared with 23.1% and 25.1%, respectively, in fiscal year 2021. The major components of the year-over-year increase in tax rates were non-deductibles losses in the current year versus non-taxable gains in the prior year from the market performance of insurance products used to fund certain non-qualified retirement plans, a decrease in the impact of excess tax benefit on share-based compensation, and an increase in non-deductible transaction costs resulting from the Del Taco acquisition, partially offset by an adjustment related to state taxes recorded in the second quarter of fiscal year 2021.

12.RETIREMENT PLANS

Defined benefit pension plans — We sponsor 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 — We also sponsor 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 — The components of net periodic benefit cost in each period were as follows (in thousands):


	Quarter				Year-to-date
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Defined benefit pension plans:
Interest cost	$	3,388	$	3,398	$	11,292	$	11,328
Expected return on plan assets	(4,179)		(4,463)		(13,926)		(14,877)
Actuarial losses (1)	890		1,212		2,968		4,041
Amortization of unrecognized prior service costs (1)	5		5		15		15
Net periodic benefit cost	$	104	$	152	$	349	$	507
Post-retirement healthcare plans:
Interest cost	$	113	$	130	$	376	$	433
Actuarial gains (1)	(147)		(78)		(492)		(262)
Net periodic benefit cost	$	(34)	$	52	$	(116)	$	171

____________________________

(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 — Our policy is to fund our plans at or above the minimum required by law. As of January 1, 2021, the date of our last actuarial funding valuation, there was no minimum contribution funding requirement for the Qualified Plan. Details regarding 2022 contributions are as follows (in thousands):


	SERP		Post-Retirement Healthcare Plans
Net year-to-date contributions	$	4,366	$	743
Remaining estimated net contributions during fiscal 2022	$	850	$	389

We continue 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. We do not anticipate making any contributions to our Qualified Plan in fiscal 2022.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

13.STOCKHOLDERS’ DEFICIT

Summary of changes in stockholders’ deficit — A reconciliation of the beginning and ending amounts of stockholders’ deficit is presented below (in thousands):


	Number of Shares	Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at October 3, 2021	82,536	$	825	$	500,441	$	1,764,412	$	(74,254)	$	(3,009,306)	$	(817,882)
Shares issued under stock plans, including tax benefit	28	1		48		—		—		—		49
Share-based compensation	—	—		1,018		—		—		—		1,018
Dividends declared	—	—		63		(9,320)		—		—		(9,257)
Net earnings	—	—		—		39,270		—		—		39,270
Other comprehensive income	—	—		—		—		738		—		738
Balance at January 23, 2022	82,564	$	826	$	501,570	$	1,794,362	$	(73,516)	$	(3,009,306)	$	(786,064)
Shares issued under stock plans, including tax benefit	5	—		2		—		—		—		2
Share-based compensation	—	—		2,916		—		—		—		2,916
Dividends declared	—	—		65		(9,334)		—		—		(9,269)
Fair value of assumed Del Taco RSAs attributable to pre-combination service	—	—		449		—		—		—		449
Net earnings	—	—		—		7,796		—		—		7,796
Other comprehensive income	—	—		—		—		553		—		553
Balance at April 17, 2022	82,569	$	826	$	505,002	$	1,792,824	$	(72,963)	$	(3,009,306)	$	(783,617)
Shares issued under stock plans, including tax benefit	11	—		—		—		—		—		—
Share-based compensation	—	—		1,607		—		—		—		1,607
Dividends declared	—	—		65		(9,329)		—		—		(9,264)
Net earnings	—	—		—		22,857		—		—		22,857
Other comprehensive income	—	—		—		—		553		—		553
Balance at July 10, 2022	82,580	$	826	$	506,674	$	1,806,352	$	(72,410)	$	(3,009,306)	$	(767,864)

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	Number of Shares	Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at September 27, 2020	82,370	$	824	$	489,515	$	1,636,211	$	(110,605)	$	(2,809,306)	$	(793,361)
Shares issued under stock plans, including tax benefit	24	—		114		—		—		—		114
Share-based compensation	—	—		1,231		—		—		—		1,231
Dividends declared	—	—		53		(9,142)		—		—		(9,089)
Net earnings	—	—		—		50,859		—		—		50,859
Other comprehensive income	—	—		—		—		1,123		—		1,123
Balance at January 17, 2021	82,394	$	824	$	490,913	$	1,677,928	$	(109,482)	$	(2,809,306)	$	(749,123)
Shares issued under stock plans, including tax benefit	116	1		4,225		—		—		—		4,226
Share-based compensation	—	—		1,605		—		—		—		1,605
Dividends declared	—	—		55		(9,096)		—		—		(9,041)
Purchases of treasury stock	—	—		—		—		—		(65,000)		(65,000)
Net earnings	—	—		—		35,934		—		—		35,934
Other comprehensive income	—	—		—		—		842		—		842
Balance at April 11, 2021	82,510	$	825	$	496,798	$	1,704,766	$	(108,640)	$	(2,874,306)	$	(780,557)
Shares issued under stock plans, including tax benefit	26	—		2,306		—		—		—		2,306
Share-based compensation	—	—		502		—		—		—		502
Dividends declared	—	—		62		(9,818)		—		—		(9,756)
Purchases of treasury stock	—	—		—		—		—		(64,967)		(64,967)
Net earnings	—	—		—		40,028		—		—		40,028
Other comprehensive income	—	—		—		—		842		—		842
Balance at July 4, 2021	82,536	$	825	$	499,668	$	1,734,976	$	(107,798)	$	(2,939,273)	$	(811,602)

Repurchases of common stock — There were no repurchases of common stock in fiscal 2022. As of July 10, 2022, there was $200.0 million remaining under share repurchase programs authorized by the Board of Directors which expires in November 2023.

Dividends — During 2022, the Board of Directors declared three cash dividends of $0.44 per common totaling $28.0 million. Future dividends are subject to approval by our Board of Directors.

14.AVERAGE SHARES OUTSTANDING

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


	Quarter		Year-to-date
	July 10, 2022	July 4, 2021	July 10, 2022	July 4, 2021
Weighted-average shares outstanding – basic	21,236	22,263	21,221	22,683
Effect of potentially dilutive securities:
Nonvested stock awards and units	24	52	42	66
Stock options	—	9	1	10
Performance share awards	—	2	—	2
Weighted-average shares outstanding – diluted	21,260	22,326	21,264	22,761
Excluded from diluted weighted-average shares outstanding:
Antidilutive	32	—	23	33
Performance conditions not satisfied at the end of the period	63	30	63	30

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

15.COMMITMENTS AND CONTINGENCIES

Legal matters — We assess 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. 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. We regularly review contingencies to determine the adequacy of the accruals and related disclosures. The ultimate amount of loss may differ from these estimates. As of July 10, 2022, we estimate the aggregate range of reasonably possible losses, in excess of amounts accrued for these matters as of such date, to be up to approximately $10 million, excluding interest and attorney fees. 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.

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. The Company continues to dispute liability and the plaintiffs’ damages calculations and will continue to vigorously defend against the lawsuit.

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 a voluntary mediation on May 24, 2022 and June 3, 2022. On June 4, 2022, we entered into a Settlement Memorandum of Understanding (the “Agreement”) which obligates 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. The Agreement contains no admission of wrongdoing and is contingent upon various conditions, including, but not limited to, court approvals. There can be no assurance that the Agreement will be approved by the court nor upheld if challenged on appeal. As of July 10, 2022, the Company has accrued the settlement amount, included within “Accrued liabilities” on our condensed consolidated balance sheet.

On April 17, 2019, the trustee for a bankrupt former franchisee filed a complaint seeking to recover assets in the form of actual and exemplary damages for the bankruptcy trust and generally alleging the Company wrongfully terminated the franchise agreements and unreasonably denied two perspective purchasers that the former franchisee presented. The parties participated in a mediation in April 2021, but the matter did not settle. Trial in this matter is currently set for January 2023, with the court ordering the parties to participate in another mediation.

Other legal matters — In addition to the matter 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 July 10, 2022, the maximum potential liability of future undiscounted payments under these leases is approximately $24.8 million. The lease terms extend for a maximum of approximately 16 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.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

16.SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (in thousands)


	Year-to-date
	July 10, 2022		July 4, 2021
Non-cash investing and financing transactions:
Increase in obligations for treasury stock repurchases	$	—	$	5,568
Increase (decrease) in obligations for purchases of property and equipment	$	(3,371)	$	258
Increase in dividends accrued or converted to common stock equivalents	$	193	$	170
Right-of use assets obtained in exchange for operating lease obligations	$	179,726	$	138,163
Right-of use assets obtained in exchange for finance lease obligations	$	45	$	103

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

17.SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION (in thousands)


	July 10, 2022		October 3, 2021
Accounts and other receivables, net:
Trade	$	73,653	$	75,273
Notes receivable, current portion	1,662		1,467
Income tax receivable	919		1,157
Other	7,484		2,730
Allowance for doubtful accounts	(5,228)		(6,292)
	$	78,490	$	74,335
Prepaid expenses:
Prepaid income taxes	$	4,767	$	651
Other	10,762		12,031
	$	15,529	$	12,682
Property and equipment, net
Land	$	97,102	$	105,393
Buildings	989,452		907,792
Restaurant and other equipment	166,764		112,959
Construction in progress	17,044		6,894
	1,270,362		1,133,038
Less accumulated depreciation and amortization	(828,723)		(810,124)
	$	441,639	$	322,914
Other assets, net:
Company-owned life insurance policies	$	114,542	$	123,566
Deferred rent receivable	44,649		46,234
Franchise tenant improvement allowance	32,819		34,124
Notes receivable, less current portion	4,525		4,544
Other	22,815		15,970
	$	219,350	$	224,438
Accrued liabilities:
Legal accruals	$	58,553	$	7,540
Payroll and related taxes	39,008		34,649
Insurance	32,340		21,218
Sales and property taxes	22,662		23,174
Deferred rent income	13,677		17,892
Advertising	4,357		13,097
Deferred franchise and development fees	5,588		4,949
Other	39,101		25,898
	$	215,286	$	148,417
Other long-term liabilities:
Defined benefit pension plans	$	67,314	$	70,354
Deferred franchise and development fees	40,910		36,571
Other	48,827		49,417
	$	157,051	$	156,342

18.SUBSEQUENT EVENTS

Dividends — On August 5, 2022, the Board of Directors declared a cash dividend of $0.44 per common share, to be paid on September 9, 2022, to shareholders of record as of the close of business on August 24, 2022.

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

GENERAL

All comparisons between 2022 and 2021 refer to the 12 weeks (“quarter”) and 40 weeks (“year-to-date”) ended July 10, 2022 and July 4, 2021, respectively, unless otherwise indicated.

For an understanding of the significant factors that influenced our performance during 2022 and 2021, 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 3, 2021.

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 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.

•Adjusted EBITDA represents net earnings on a generally accepted accounting principles (“GAAP”) basis excluding income taxes, interest expense, net, gains on the sale of company-operated restaurants, other operating expenses, net, depreciation and amortization, amortization of favorable and unfavorable leases and subleases, net, and amortization of tenant improvement allowances and incentives. We are presenting Adjusted EBITDA because we believe that it provides a meaningful supplement to net earnings of the Company's core business operating results, as well as a comparison to those of other similar companies. Management believes that Adjusted EBITDA, when viewed with the Company's results of operations in accordance with GAAP and the accompanying reconciliations within MD&A, provides useful information about operating performance and period-over-period change, and provides additional information that is useful for evaluating the operating performance of the Company's core business without regard to potential distortions. Additionally, management believes that Adjusted EBITDA permits investors to gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced.

Same-store sales, systemwide sales, franchised restaurant sales, AUVs, and Adjusted EBITDA 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® quick-service restaurants. As of July 10, 2022, we operated and franchised 2,207 Jack in the Box quick-service restaurants, primarily in the western and southern United States, including one in Guam. On March 8, 2022, we completed the acquisition of Del Taco Restaurants, Inc. (“Del Taco”), the nation’s second largest Mexican quick service restaurant chain by number of restaurants and has approximately 594 restaurants across 16 states, including one in Guam.

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.

Impact of COVID-19

The COVID-19 pandemic has continued to have varying degrees of disruption on our business. Our business has continued to be challenged by availability and cost of labor resulting in occasional temporarily closed restaurants and reduced operating hours. We have continued to have limited shortages in our supply chain; however, inflationary pressures have continued to have a significant impact on our business.

We expect these operating margin pressures due to labor and supply chain challenges to continue for the remainder of fiscal 2022.

Other Developments

As previously announced, a franchisee that operated 68 restaurants in Missouri and Illinois filed for chapter 11 bankruptcy in February 2021. Of the 68 restaurants, we sublease 50 of the locations to the franchisee and own the land and building for the remaining 18 locations. Since the inception of the bankruptcy proceedings, the franchisee has filed motions to reject 11 locations, which the court has authorized. No material impairment costs were recorded in the financial statements as a result of these locations being rejected near the expiration of our master lease agreements. We currently do not anticipate any additional locations being rejected.

On July 18, 2022, the Court approved the franchisee’s plan of reorganization with the same terms we previously agreed to in May 2022. The reorganization plan includes a waiver of a portion of damages associated with the rejected locations, reduced royalties following plan confirmation, and the settlement of the remaining cure costs via a secured note upon emergence from bankruptcy, in addition to deferring all amounts owed under the franchise agreements starting in February through the bankruptcy resolution date. The secured note provides for repayment based on a calculation of net free cash flows generated from the franchisee’s restaurants. To the extent future net free cash flows are insufficient to satisfy the secured note at a future specified date, then we agreed to waive any remaining balance due to the Company.

Based on the events above, we concluded that the collectability of the deferrals starting in February 2022 were doubtful and therefore no revenue has been recognized. Furthermore, we increased our bad debt reserve related to this matter to fully reserve the $3.8 million owed to the Company.

RESULTS OF OPERATIONS

The following table summarizes changes in same-store sales for Jack in the Box company-operated, franchised, and system restaurants:


	Quarter			Year-to-date
Jack in the Box:		July 10, 2022 (1)		July 4, 2021		July 10, 2022 (1)		July 4, 2021
Company		3.5	%	9.0	%	1.5	%	10.0	%
Franchise		(1.0)	%	10.3	%	(0.1)	%	14.5	%
System		(0.6)	%	10.2	%	—	%	14.0	%

____________________________

(1)Due to the transition from a 53-week year to a 52-week year, year-over-year fiscal period comparisons are off by one week. The change in same store sales uses comparable calendar periods to balance a one week shift and to provide a clearer year over year comparison.

The following table summarizes changes in the number and mix of Jack in the Box company and franchise restaurants:


	2022						2021
Jack in the Box:	Company		Franchise		Total		Company		Franchise		Total
Beginning of year	163		2,055		2,218		144		2,097		2,241
New	—		10		10		—		10		10
Acquired from franchisees	13		(13)		—		4		(4)		—
Closed	(5)		(16)		(21)		—		(32)		(32)
End of period	171		2,036		2,207		148		2,071		2,219
% of system	8	%	92	%	100	%	7	%	93	%	100	%

The following table summarizes restaurant sales for Jack in the Box company-operated, franchised, and systemwide sales (in thousands):


	Quarter				Year-to-date
Jack in the Box:	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Company-operated restaurant sales	$	100,899	$	91,892	$	315,205	$	292,132
Franchised restaurant sales (1)	867,210		889,558		2,825,353		2,852,746
Systemwide sales (1)	$	968,109	$	981,450	$	3,140,558	$	3,144,878

____________________________

(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.

Below is a reconciliation of Non-GAAP Adjusted EBITDA to the most directly comparable GAAP measure, net earnings (in thousands):


	Quarter				Year-to-date
Consolidated:	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Net earnings - GAAP	$	22,857	$	40,028	$	69,923	$	126,821
Income tax expense	9,237		11,991		27,324		42,576
Interest expense, net	19,703		15,158		66,371		51,120
Gains on the sale of company-operated restaurants	(802)		(264)		(1,660)		(3,079)
Other operating expenses, net	4,129		922		22,339		1,698
Depreciation and amortization	16,713		10,389		40,754		35,656
Amortization of favorable and unfavorable leases and subleases, net	437		—		685		—
Amortization of franchise tenant improvement allowances and incentives	919		796		3,046		2,330
Adjusted EBITDA - Non-GAAP	$	73,193	$	79,020	$	228,782	$	257,122

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
	July 10, 2022				July 4, 2021				July 10, 2022				July 4, 2021
Company restaurant sales	$	100,899			$	91,892			$	315,205			$	292,132
Company restaurant costs:
Food and packaging	$	33,319	33.0	%	$	27,061	29.4	%	$	101,543	32.2	%	$	83,376	28.5	%
Payroll and employee benefits	$	33,699	33.4	%	$	27,356	29.8	%	$	105,431	33.4	%	$	88,727	30.4	%
Occupancy and other	$	17,959	17.8	%	$	14,103	15.3	%	$	56,220	17.8	%	$	45,287	15.5	%

Company restaurant sales increased $9.0 million or 9.8% in the quarter and $23.1 million or 7.9% year-to-date compared to the prior year, primarily due to an increase in the number of company-operated restaurants, average check growth and partially offset by a decline in traffic. The following table presents the approximate impact of these items on company restaurant sales (in millions):


	Quarter	Year-to-date
Increase in the average number of restaurants		$	4.3	$	11.4
AUV increase		4.7		11.7
Total change in company restaurant sales		$	9.0	$	23.1

Same-store sales at company-operated restaurants increased 3.5% in the quarter and 1.5% year-to-date compared to a year ago. The following table summarizes the change versus a year ago:


	Quarter			Year-to-date
		July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Average check (1)		5.6	%	4.8	%	4.2	%	16.4	%
Transactions		(2.1)	%	4.2	%	(2.7)	%	(6.4)	%
Change in same-store sales		3.5	%	9.0	%	1.5	%	10.0	%

____________________________

(1)Includes price increases of approximately 9.7% in the quarter and 7.6% year-to-date.

Food and packaging costs as a percentage of company restaurant sales increased 3.6% in the quarter, including 4.0% of higher commodity costs, and 2.5% of unfavorable menu item mix and other, partially offset by 2.9% of increased menu pricing. Food and packaging costs as a percentage of company restaurant sales increased 3.7% year-to-date, including 3.5% of higher commodity costs, and 2.4% of unfavorable menu item mix and other, partially offset by 2.2% of increased menu pricing.

Commodity costs increased in the quarter and year-to-date by approximately 16.8% and 14.2%, respectively. The inflation we have experienced is across all categories with the greatest impact seen in proteins, sauces, oils, and beverages. For fiscal 2022, we expect annual commodity cost inflation to be up 12% to 14% compared with fiscal 2021.

Payroll and employee benefit costs as a percentage of company restaurant sales increased 3.6% in the quarter and 3.0% year-to-date, primarily due to labor inflation, a change in the mix of restaurants due to franchisee acquisitions, partially offset by lower incentive compensation. Labor inflation was approximately 13.2% in the quarter and 12.8% year-to-date for the current fiscal year. For fiscal 2022, we expect annual wage inflation to be up 12% to 13% compared with fiscal 2021.

Occupancy and other costs, as a percentage of company restaurant sales, increased 2.5% in the quarter and 2.3% year-to-date, primarily due to the acquisition of 29 restaurants since a year ago with lower than average sales volumes, and higher costs for maintenance and repair and utilities.

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
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Franchise rental revenues	$	78,278	$	80,598	$	257,069	$	262,248

Royalties	44,291		45,950		144,872		146,913
Franchise fees and other	2,340		2,632		6,944		8,548
Franchise royalties and other	46,631		48,582		151,816		155,461
Franchise contributions for advertising and other services	46,168		48,386		151,934		155,375
Total franchise revenues	$	171,077	$	177,566	$	560,819	$	573,084

Franchise occupancy expenses	$	49,216	$	48,824	$	161,602	$	162,897
Franchise support and other costs	3,422		2,722		12,161		9,336
Franchise advertising and other services expenses	47,622		49,168		157,779		158,967
Total franchise costs	$	100,260	$	100,714	$	331,542	$	331,200
Franchise costs as a percentage of total franchise revenues	58.6%		56.7%		59.1%		57.8%

Average number of franchise restaurants	2,028		2,063		2,032		2,072
% decrease	(1.7)%				(1.9)%
Franchised restaurant sales	$	867,210	$	889,558	$	2,825,353	$	2,852,746
Franchised restaurant AUVs	$	428	$	431	$	1,391	$	1,377
Royalties as a percentage of total franchised restaurant sales	5.1%		5.2%		5.1%		5.1%

Franchise rental revenues decreased $2.3 million, or 2.9% in the quarter and $5.2 million, or 2.0% year-to-date, driven by a reduction in the number of franchise subleases compared to prior year in addition to the impact of deferring $1.4 million and $2.6 million respectively, in connection with a franchisee currently in bankruptcy proceedings for which revenue will be recognized upon payment.

Franchise royalties and other decreased $2.0 million, or 4.0% in the quarter and $3.6 million, or 2.3% year-to-date, primarily due to lower fees received in connection with the early termination of franchise agreements as well as the deferral of $0.9 million and $1.7 million respectively, in connection with the franchisee bankruptcy matter.

Franchise contributions for advertising and other services revenues decreased $2.2 million, or 4.6% in the quarter and $3.4 million, or 2.2% year-to-date compared to the prior year, primarily due to lower marketing contributions of $1.7 million and $2.6 million respectively, driven by a decrease in the number of franchise restaurants as well as deferrals in connection with the franchisee bankruptcy matter.

Franchise occupancy expenses, primarily rent, increased $0.4 million, or 0.8% in the quarter and decreased $1.3 million, or 0.8% year-to-date compared to the prior year. In the quarter, the increase is due to higher property tax assessments in the current year. Year-to-date, the decrease is primarily due to a reduction in the number of franchise subleases compared to prior year.

Franchise support and other costs increased $0.7 million in the quarter and $2.8 million year-to-date compared to the prior year, primarily due to an increase in franchisee bad debt expense as a result of developments in a franchisee’s ongoing bankruptcy proceedings.

Franchise advertising and other service expenses decreased $1.5 million, or 3.1% in the quarter and $1.2 million, or 0.7% year-to-date compared to the prior year primarily due to a reduction in the number of franchise restaurants.

Del Taco Brand

As of July 10, 2022, there were 291 company-operated and 303 franchise-operated Del Taco restaurants. System same-store sales increased 3.5% and total revenues and segment operating profit were $126.3 million and $12.2 million in the quarter and $189.3 million and $18.3 million year-to-date.

Company-Wide Results

Depreciation and Amortization

Depreciation and amortization increased by $6.3 million in the quarter and $5.1 million year-to-date primarily due to the acquisition of Del Taco, contributing an additional $7.5 million and $9.7 million of depreciation in the quarter and year-to-date; more than offsetting lower Jack in the Box depreciation as a result of certain franchise buildings becoming fully depreciated.

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

The following table presents the change in SG&A expenses compared with the prior year (in thousands):


	Increase/(Decrease)
	Quarter		Year-to-date
Advertising	$	5,123	$	8,145
Incentive compensation (including share-based compensation and related payroll taxes)	(150)		(4,335)
Cash surrender value of COLI policies, net	7,198		16,117
Litigation matters	(2,125)		(2,141)
Insurance	465		1,665
Other	7,779		13,297
	$	18,290	$	32,748

Advertising costs represent company contributions to our marketing funds and are generally determined as a percentage of company-operated restaurant sales. Advertising costs increased $5.1 million in the quarter and $8.1 million year-to-date compared to the prior year primarily due to the acquisition of Del Taco which resulted in higher advertising costs of $4.7 million in the quarter and $7.0 million year-to-date.

Incentive compensation decreased by $0.2 million in the quarter and $4.3 million year-to-date compared to the prior year. Year-to-date, the decrease is primarily due to a $6.2 million decrease in the annual incentives, partially offset by a $2.2 million increase in stock-based compensation mainly from timing of annual grants compared to the prior year.

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 negative impact of $7.2 million in the quarter and $16.1 million year-to-date versus the prior year.

Insurance costs increased by $0.5 million in the quarter and $1.7 million year-to-date compared to the prior year due to a more favorable change in the loss development factors related to our worker’s compensation liabilities a year ago.

The increase in other is primarily due to the acquisition of Del Taco in the second quarter which resulted in an increase of additional general and administrative costs of $8.5 million in the quarter and $12.8 million year-to-date compared to the prior year.

Other Operating Expenses, Net

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


	Quarter				Year-to-date
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Acquisition, integration, and restructuring costs	$	2,753	$	—	$	18,864	$	4
Costs of closed restaurants and other	837		622		2,559		2,086
Operating restaurant impairment charges	1,653		—		1,653		—
Accelerated depreciation	346		123		1,009		1,362
(Gains) losses on disposition of property and equipment, net	(1,460)		177		(1,746)		(1,754)
	$	4,129	$	922	$	22,339	$	1,698

Other operating expenses, net increased by $3.2 million in the quarter and $20.6 million year-to-date compared to the prior year, primarily due to $2.8 million, and $18.9 million of costs incurred in the quarter and year-to-date, respectively, relating to the acquisition and integration of Del Taco.

Gains on the Sale of Company-Operated Restaurants

In 2022 and 2021, no company-operated restaurants were sold to franchisees. Amounts included in “Gains on the sale of company-operated restaurants” in both periods related to resolutions of certain contingencies from the sale of Jack in the Box restaurants in prior years.

Interest Expense, Net

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


	Quarter				Year-to-date
	July 10, 2022		July 4, 2021		July 10, 2022		July 4, 2021
Interest expense	$	19,792	$	15,206	$	66,627	$	51,186
Interest income	(89)		(48)		(256)		(66)
Interest expense, net	$	19,703	$	15,158	$	66,371	$	51,120

Interest expense, net increased by $4.5 million in the quarter and $15.3 million year-to-date compared to the prior year. In the quarter, the increase is due to higher average borrowings resulting in higher interest expense of $5.5 million, partially offset by lower average borrowing rates. Year-to-date, the increase is primarily due to a loss on early extinguishment of debt of $7.7 million during the second quarter as well as higher average borrowings resulting in higher interest expense of $8.6 million.

Income Tax Expense

LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of liquidity and capital resources are cash flows from operations and borrowings available under our securitized financing facility. 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 reinvest available cash flows from operations to invest in our business, service our debt obligations, pay dividends and repurchase shares of our common stock.

Our primary sources of short-term and long-term liquidity are expected to be cash flows from operations and available borrowings under our credit facilities. As of July 10, 2022, the Company had $92.9 million of cash and restricted cash on its consolidated balance sheet and available borrowings of $120.0 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. Since closing the Del Taco acquisition, we have undertaken a process to review our balance sheet for any undervalued assets, and pursue opportunities for capital sources, including leasebacks for 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, 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
	July 10, 2022		July 4, 2021
Total cash provided by (used in):
Operating activities	$	103,812	$	149,881
Investing activities	(604,395)		(26,040)
Financing activities	519,930		(258,320)
Net cash flows	$	19,347	$	(134,479)

Operating Activities. Operating cash flows decreased $46.1 million compared with a year ago, primarily due to an unfavorable change in working capital of $41.3 million as a result of higher advertising spend compared to prior year, timing of deferred rent driven by collections of October rent in the 53rd week in fiscal 2021, and higher annual incentive payments compared to the prior year.

Pension and post-retirement contributions — Our policy is to fund our pension plans at or above the minimum required by law. As of January 1, 2021, the date of our last actuarial funding valuation, there was no minimum contribution funding requirement for our qualified pension plan. In 2022, we contributed $5.1 million to our non-qualified pension plan and post-retirement plans.

Investing Activities. Cash used in investing activities increased by $578.4 million compared with a year ago, primarily due to $580.8 million paid for the acquisition of Del Taco, net of cash acquired.

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


	Year-to-date
	July 10, 2022		July 4, 2021
Restaurants:
Remodel / refresh programs	$	7,406	$	7,877
Restaurant facility expenditures	14,962		4,984
Purchases of assets intended for sale and leaseback	1,877		15,528
Restaurant information technology	6,016		2,482
	30,261		30,871
Corporate Services:
Information technology	2,863		1,250
Corporate facilities	1,225		3,036
	4,088		4,286

Total capital expenditures	$	34,349	$	35,157

Financing Activities. Cash flows from financing activities increased by $778.3 million compared with a year ago, primarily as a result of an increase in net borrowings of $657.4 million, driven by the issuance of the 2022 Notes, and an increase of $124.4 million from lower share repurchases compared to prior year.

Repurchases of common stock — The Company did not repurchase any shares in 2022. On November 19, 2021, the Board of Directors authorized a $200.0 million stock buy-back program that expires on November 20, 2023.

Dividends — During 2022, the Board of Directors declared three cash dividends of $0.44 per common share totaling $28.0 million. On August 5, 2022, the Board of Directors declared a cash dividend of 0.44 per common share, to be paid on September 9, 2022, to shareholders of record as of the close of business on August 24, 2022.

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” 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

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 will govern the 2022 Notes.

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 July 10, 2022, the Company had restricted cash of $27.1 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 July 10, 2022, 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 of $115.2 million 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, maturing on March 7, 2023. The revolving credit facility, as amended, includes a limit of $20.0 million for letters of credit. As of July 10, 2022, we had no outstanding borrowings and available borrowing capacity of $61.9 million of under the facility, net of letters of credit of $13.1 million.

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. In addition 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 3, 2021, due to recent transactions and events, we also consider the following to be part of our critical accounting policies and estimates due to the high degree of judgment and complexity in its application:

Business Combinations — The Del Taco Acquisition was accounted for using the acquisition method of accounting, or acquisition accounting, in accordance with ASC Topic 805, Business Combinations. The acquisition method of accounting involved the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. This allocation process involves the use of estimates and assumptions made in connection with estimating the fair value of assets acquired and liabilities assumed including cash flows expected to be derived from the use of the asset, the timing of such cash flows, the remaining useful life of assets and applicable discount rates. Acquisition accounting allows for up to one year to obtain the information necessary to finalize the fair value of all assets acquired and liabilities assumed at March 8, 2022. As of July 10, 2022, we have recorded a preliminary allocation of consideration to net tangible and intangible assets acquired, which is subject to revision as we obtain additional information necessary to complete the fair value studies and acquisition accounting.

In the event that actual results vary from the estimates or assumptions used in the valuation or allocation process, we may be required to record an impairment charge or an increase in depreciation or amortization in future periods, or both. Refer to Note 3, Business Combination, to the accompanying condensed consolidated financial statements for additional information about accounting for the Del Taco Acquisition.

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, including further impacts that COVID-19 pandemic may have on our future operations. 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:

•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.

•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.

•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.

•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.

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

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

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

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

•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.

•We may not achieve our development goals.

•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 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.

•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.

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

•Jack in the Box may be subject to risk associated with disagreements with key stakeholders, such as franchisees.

•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.

•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.

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

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

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

•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.

•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.

•Our quarterly results and, as a result, the price of our common stock, may fluctuate significantly and could fall below the expectations of securities analysts and investors due to various factors.

•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.

•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.

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 3, 2021 (“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

We are exposed to interest rate risk on borrowings under our $150.0 million Variable Funding Notes and our $75.0 million revolving credit facility. As of July 10, 2022, we had outstanding variable rate borrowings of $50.0 million. A 100 basis point increase in the effective interest rate applied to these borrowings would result in additional interest expense of approximately $0.5 million on an annualized basis.

The Company is also exposed to the impact of commodity and utility price fluctuations. Many of the ingredients we use are commodities or ingredients that are affected by the price of other commodities, weather, seasonality, production, availability, and various other factors outside our control. In order to minimize the impact of fluctuations in price and availability, we monitor the primary commodities we purchase and may enter into purchasing contracts and pricing arrangements when considered to be advantageous. However, certain commodities remain subject to price fluctuations. We are exposed to the impact of utility price fluctuations related to unpredictable factors such as weather and various other market conditions outside our control. Our ability to recover increased costs for commodities and utilities through higher prices is limited by the competitive environment in which we operate.

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 July 10, 2022, 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 July 10, 2022 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 15, 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

The risk factors set forth below contain material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended October 3, 2021, which we filed with the SEC on November 23, 2021, 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 3, 2021, 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 occurs, our business and financial results could be harmed. In that case, the market price of our common stock could decline.

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 disruption, including difficulties maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected.

The combination of two independent businesses can be complex, costly, and time-consuming, and it may divert significant management attention and resources to combining ours and Del Taco’s business practices and operations. This process may disrupt our business or otherwise impact our ability to compete. The failure to meet the challenges involved in combining ours and Del Taco’s business and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.

The overall combination of ours and Del Taco’s business may also result in material unanticipated problems, expenses, liabilities, competitive responses and impacts, and loss of customer and other business relationships. The difficulties of combining the operations of the companies, include, among others:

•diversion of management attention to integration matters;

•difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure, supplier and vendor arrangements and financial reporting and internal control systems;

•challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

•differences in control environments and cultures, and the potential identification of material weaknesses while we work to integrate and align policies, principles and practices;

•alignment of key performance measurements may result in a greater need to communicate and manage clear expectations while we work to integrate and align policies and practices;

•difficulties in integrating employees and attracting and retaining key personnel;

•the transition to a combined management team, and the need to address possible differences in corporate cultures and management philosophies;

•challenges in retaining existing customers and obtaining new customers;

•difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from the combination; and

•difficulties in managing the expanded operations of a significantly larger and more complex company.

Additionally, uncertainties over the integration process could cause customers, suppliers, distributors, and others to seek to change or cancel our existing business relationships or to refuse to renew existing relationships. Competitors may also target our existing customers by highlighting potential uncertainties and integration difficulties.

Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs, and diversion of management time and energy, which could materially impact our business, financial condition and results of operations.

Similar to our Series 2019-1 Class A-2-I Notes, the new 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.

The Series 2022-1 Senior 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 Series 2022-1 Senior 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 Series 2022-1 Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Series 2022-1 Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to record keeping, access to information and similar matters. The Series 2022-1 Senior 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 Series 2022-1 Class A-2 Notes on the applicable scheduled maturity date. The Series 2022-1 Senior 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 Series 2022-1 Senior 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.

In the event that a rapid amortization event occurs under the indenture (including, without limitation, upon an event of default under the indenture or the failure to repay the securitized debt at the end of the applicable term) which would require repayment of the Series 2022-1 Senior Notes, the funds available to us would be reduced or eliminated, which would in turn reduce our ability to operate and/or grow our business. If our subsidiaries are not able to generate sufficient cash flow to service their debt obligations, they may need to refinance or restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If our subsidiaries are unable to implement one or more of these alternatives, they may not be able to meet debt payment and other obligations which could have a material adverse effect on our financial condition.

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.

As of July 10, 2022, the Company has debt outstanding of $1.86 billion. This level of debt could have certain material adverse effects on the Company, including but not limited to:

•our available cash flow in the future to fund working capital, capital expenditures, acquisitions, and general corporate or other purposes could be impaired, and our ability to obtain additional financing for such purposes is limited;

•a substantial portion of our cash flows could be required for debt service and, as a result, might not be available for our operations or other purposes;

•any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or could force us to modify our operations or sell assets;

•our ability to operate our business and our ability to repurchase stock or pay cash dividends to our stockholders may be restricted by the financial and other covenants set forth in the indenture;

•our ability to withstand competitive pressures may be decreased; and

•our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory, and economic conditions.

In addition, we may incur additional indebtedness in the future. If new debt or other liabilities are added to our current consolidated debt levels, the related risks that it now faces could intensify.

Similar to the Series 2019-1 Class A-2-I Notes, 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 indenture and the management agreement entered into between certain of our subsidiaries and the indenture trustee (the “Management Agreement”) contain various covenants that limit our and our subsidiaries’ ability to engage in specified types of transactions. For example, the indenture and the Management Agreement contain covenants that, among other things, restrict, subject to certain exceptions, the ability of certain subsidiaries to:

•incur or guarantee additional indebtedness;

•sell certain assets;

•alter the business conducted by our subsidiaries;

•create or incur liens on certain assets; or

•consolidate, merge, sell or otherwise dispose of all or substantially all of the assets held within the securitization entities.

As a result of these restrictions, we may not have adequate resources or the flexibility to continue to manage the business and provide for growth of the Jack in the Box system, including product development and marketing for the Jack in the Box brand, which could adversely affect our future growth prospects, financial condition, results of operations and liquidity.

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

Our business could be adversely impacted by increases in labor costs, including those increases triggered by regulatory actions regarding wages, scheduling and benefits; increased health care and workers’ compensation insurance costs; increased wages and costs of other benefits necessary to attract and retain high quality employees with the right skill sets and increased wages, benefits and costs related to the COVID-19 pandemic and inflationary and other pressure on wages now being experienced. The growth of our business can make it increasingly difficult to locate and hire sufficient numbers of employees, to maintain an effective system of internal controls, and to train employees to deliver a consistently high-quality product and customer experience, which could materially harm our business and results of operations. Furthermore, we have experienced, and could continue to experience, a shortage of labor for restaurant positions, including due to concerns around and illnesses arising from COVID-19 and its various novel variants and other factors, which could decrease the pool of available qualified talent for key functions and require restaurants to operate on reduced hours. Such labor shortages could be further exacerbated by expanded federal, state and local COVID-19 vaccination requirements. In addition, our wages and benefits programs may be insufficient to attract and retain the top performing employees especially in a rising wage market.

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

Stock Repurchases — We did not repurchase any shares of our common stock in the third quarter of 2022. As of July 10, 2022, there was $200.0 million remaining under the Board-authorized stock buyback program which expires in November 2023.

ITEM 3. DEFAULTS OF SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Item 5.03. None.

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 Chief 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 Chief 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/ TIM MULLANY
						Tim Mullany
						Executive Vice President and Chief Financial Officer (principal financial officer) (Duly Authorized Signatory)

Date: August 10, 2022