UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~April 17, 2022~~January 22, 2023

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

for the transition period from ________to________.

Commission File Number: 1-9390

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________

Delaware

95-2698708

(State of Incorporation)

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

9357 Spectrum Center Blvd.

San Diego, California 92123

(Address of principal executive offices)

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

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


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

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

Yes þ No ¨

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

Yes þ No ¨

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


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

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

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

Yes ☐ No þ

As of the close of business ~~May 20, 2022, 21,045,960~~February 23, 2023, 20,600,388 shares of the registrant’s common stock were outstanding.

JACK IN THE BOX INC. AND SUBSIDIARIES

INDEX


		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Earnings	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2319
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3530
Item 4.	Controls and Procedures	3530
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3631
Item 1A.	Risk Factors	3631
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3831
Item 3.	Defaults of Senior Securities	3831
Item 4.	Mine Safety Disclosures	3831
Item 5.	Other Information	3831
Item 6.	Exhibits	3932
	Signature	4033

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


		April 17, 2022		October 3, 2021			January 22, 2023		October 2, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash	Cash	$	55,719	$	55,346	Cash	$	153,846	$	108,890
Restricted cash	Restricted cash	28,914		18,222		Restricted cash	27,772		27,150
Accounts and other receivables, net	Accounts and other receivables, net	52,461		74,335		Accounts and other receivables, net	56,987		103,803
Inventories	Inventories	5,845		2,335		Inventories	5,070		5,264
Prepaid expenses	Prepaid expenses	20,486		12,682		Prepaid expenses	11,247		16,095
Current assets held for sale	Current assets held for sale	3,695		1,692		Current assets held for sale	4,600		17,019
Other current assets	Other current assets	4,828		4,346		Other current assets	4,828		4,772
Total current assets	Total current assets	171,948		168,958		Total current assets	264,350		282,993
Property and equipment:	Property and equipment:					Property and equipment:
Property and equipment, at cost	Property and equipment, at cost	1,282,161		1,133,038		Property and equipment, at cost	1,251,566		1,228,916
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(819,037)		(810,124)		Less accumulated depreciation and amortization	(826,928)		(810,752)
Property and equipment, net	Property and equipment, net	463,124		322,914		Property and equipment, net	424,638		418,164
Other assets:	Other assets:					Other assets:
Operating lease right-of-use assets	Operating lease right-of-use assets	1,337,950		934,066		Operating lease right-of-use assets	1,327,654		1,332,135
Intangible assets, net	Intangible assets, net	12,726		470		Intangible assets, net	11,951		12,324
Trademarks	Trademarks	283,500		—		Trademarks	283,500		283,500
Goodwill	Goodwill	329,758		47,774		Goodwill	359,511		366,821
Deferred tax assets		—		51,517

Other assets, net	Other assets, net	224,747		224,438		Other assets, net	235,414		226,569
Total other assets	Total other assets	2,188,681		1,258,265		Total other assets	2,218,030		2,221,349
		$	2,823,753	$	1,750,137		$	2,907,018	$	2,922,506
LIABILITIES AND STOCKHOLDERS’ DEFICIT	LIABILITIES AND STOCKHOLDERS’ DEFICIT					LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	$	34,202	$	894	Current maturities of long-term debt	$	30,110	$	30,169
Current operating lease liabilities	Current operating lease liabilities	174,065		150,636		Current operating lease liabilities	168,946		171,311
Accounts payable	Accounts payable	48,559		29,119		Accounts payable	37,519		66,271
Accrued liabilities	Accrued liabilities	161,897		148,417		Accrued liabilities	224,740		253,932
Total current liabilities	Total current liabilities	418,723		329,066		Total current liabilities	461,315		521,683
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt, net of current maturities	Long-term debt, net of current maturities	1,812,585		1,273,420		Long-term debt, net of current maturities	1,793,395		1,799,540
Long-term operating lease liabilities, net of current portion	Long-term operating lease liabilities, net of current portion	1,172,708		809,191		Long-term operating lease liabilities, net of current portion	1,177,309		1,165,097
Deferred tax liabilities	Deferred tax liabilities	43,399		—		Deferred tax liabilities	42,084		37,684
Other long-term liabilities	Other long-term liabilities	159,955		156,342		Other long-term liabilities	135,983		134,694
Total long-term liabilities	Total long-term liabilities	3,188,647		2,238,953		Total long-term liabilities	3,148,771		3,137,015
Stockholders’ deficit:	Stockholders’ deficit:					Stockholders’ deficit:
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued	Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued	—		—		Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued	—		—
Common stock $0.01 par value, 175,000,000 shares authorized, 82,568,575 and 82,536,059 issued, respectively		826		825
Common stock $0.01 par value, 175,000,000 shares authorized, 82,617,362 and 82,580,599 issued, respectively						Common stock $0.01 par value, 175,000,000 shares authorized, 82,617,362 and 82,580,599 issued, respectively	826		826
Capital in excess of par value	Capital in excess of par value	505,002		500,441		Capital in excess of par value	511,924		508,323
Retained earnings	Retained earnings	1,792,824		1,764,412		Retained earnings	1,886,980		1,842,947
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(72,963)		(74,254)		Accumulated other comprehensive loss	(53,493)		(53,982)
Treasury stock, at cost, 61,523,475 shares		(3,009,306)		(3,009,306)
Treasury stock, at cost, 62,019,871 and 61,799,221 shares, respectively						Treasury stock, at cost, 62,019,871 and 61,799,221 shares, respectively	(3,049,305)		(3,034,306)
Total stockholders’ deficit	Total stockholders’ deficit	(783,617)		(817,882)		Total stockholders’ deficit	(703,068)		(736,192)
		$	2,823,753	$	1,750,137		$	2,907,018	$	2,922,506

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					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021				January 22, 2023		January 23, 2022
Revenues:	Revenues:									Revenues:
Company restaurant sales	Company restaurant sales	$	151,309	$	85,962	$	271,365	$	200,240	Company restaurant sales		$	270,191	$	120,056
Franchise rental revenues	Franchise rental revenues	76,556		77,901		179,655		181,650		Franchise rental revenues		108,830		103,099
Franchise royalties and other	Franchise royalties and other	47,101		47,231		107,856		106,879		Franchise royalties and other		76,390		60,755
Franchise contributions for advertising and other services	Franchise contributions for advertising and other services	47,328		46,123		108,129		106,989		Franchise contributions for advertising and other services		71,685		60,801
		322,294		257,217		667,005		595,758				527,096		344,711
Operating costs and expenses, net:	Operating costs and expenses, net:									Operating costs and expenses, net:
Food and packaging	Food and packaging	46,871		23,938		84,408		56,315		Food and packaging		81,933		37,537
Payroll and employee benefits	Payroll and employee benefits	50,910		26,440		90,635		61,371		Payroll and employee benefits		88,641		39,725
Occupancy and other	Occupancy and other	29,171		13,349		50,048		31,184		Occupancy and other		51,371		20,877
Franchise occupancy expenses	Franchise occupancy expenses	49,244		48,904		113,227		114,073		Franchise occupancy expenses		67,224		63,983
Franchise support and other costs	Franchise support and other costs	5,015		3,341		8,926		6,614		Franchise support and other costs		1,877		3,911
Franchise advertising and other services expenses	Franchise advertising and other services expenses	49,258		47,104		112,566		109,799		Franchise advertising and other services expenses		74,570		63,308
Selling, general and administrative expenses	Selling, general and administrative expenses	28,479		18,861		53,818		39,360		Selling, general and administrative expenses		50,142		25,029
Depreciation and amortization	Depreciation and amortization	11,545		10,696		24,041		25,267		Depreciation and amortization		19,402		12,496
Other operating expenses, net		14,367		1,228		18,210		776
Pre-opening costs										Pre-opening costs		331		310
Other operating (income) expenses, net										Other operating (income) expenses, net		(5,501)		3,843
Gains on the sale of company-operated restaurants	Gains on the sale of company-operated restaurants	(810)		(1,532)		(858)		(2,815)		Gains on the sale of company-operated restaurants		(3,825)		(48)
		284,050		192,329		555,021		441,944				426,165		270,971
Earnings from operations	Earnings from operations	38,244		64,888		111,984		153,814		Earnings from operations		100,931		73,740
Other pension and post-retirement expenses, net	Other pension and post-retirement expenses, net	70		203		163		474		Other pension and post-retirement expenses, net		2,144		93
Interest expense, net	Interest expense, net	26,481		15,227		46,668		35,962		Interest expense, net		26,148		20,187
Earnings before income taxes	Earnings before income taxes	11,693		49,458		65,153		117,378		Earnings before income taxes		72,639		53,460
Income taxes	Income taxes	3,897		13,524		18,087		30,585		Income taxes		19,385		14,190
Net earnings	Net earnings	$	7,796	$	35,934	$	47,066	$	86,793	Net earnings		$	53,254	$	39,270

Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.37	$	1.58	$	2.22	$	3.80	Basic		$	2.55	$	1.85
Diluted	Diluted	$	0.37	$	1.58	$	2.21	$	3.78	Diluted		$	2.54	$	1.85

Cash dividends declared per common share	Cash dividends declared per common share	$	0.44	$	0.40	$	0.88	$	0.80	Cash dividends declared per common share		$	0.44	$	0.44

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					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021				January 22, 2023		January 23, 2022
Net earnings	Net earnings	$	7,796	$	35,934	$	47,066	$	86,793	Net earnings		$	53,254	$	39,270
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:

Actuarial losses and prior service costs reclassified to earnings	Actuarial losses and prior service costs reclassified to earnings	746		1,138		1,743		2,655		Actuarial losses and prior service costs reclassified to earnings		664		996
		746		1,138		1,743		2,655				664		996
Tax effect	Tax effect	(193)		(296)		(452)		(690)		Tax effect		(175)		(258)
Other comprehensive income, net of taxes	Other comprehensive income, net of taxes	553		842		1,291		1,965		Other comprehensive income, net of taxes		489		738

Comprehensive income	Comprehensive income	$	8,349	$	36,776	$	48,357	$	88,758	Comprehensive income		$	53,743	$	40,008

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					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021			January 22, 2023		January 23, 2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings	Net earnings	$	47,066	$	86,793	Net earnings	$	53,254	$	39,270
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:					Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	24,041		25,267		Depreciation and amortization	19,402		12,496
Amortization of franchise tenant improvement allowances and incentives	Amortization of franchise tenant improvement allowances and incentives	2,127		1,534		Amortization of franchise tenant improvement allowances and incentives	1,215		1,234
Deferred finance cost amortization	Deferred finance cost amortization	3,060		3,013		Deferred finance cost amortization	1,616		1,722
Loss on extinguishment of debt		7,700		—
Tax deficiency (excess tax benefit) from share-based compensation arrangements		49		(1,112)

Tax deficiency from share-based compensation arrangements						Tax deficiency from share-based compensation arrangements	143		38
Deferred income taxes	Deferred income taxes	5,529		(882)		Deferred income taxes	3,385		2,317
Share-based compensation expense	Share-based compensation expense	3,934		2,836		Share-based compensation expense	3,534		1,018
Pension and post-retirement expense	Pension and post-retirement expense	163		474		Pension and post-retirement expense	2,144		93
Losses (gains) on cash surrender value of company-owned life insurance		3,163		(9,352)
(Gains) losses on cash surrender value of company-owned life insurance						(Gains) losses on cash surrender value of company-owned life insurance	(6,631)		579
Gains on the sale of company-operated restaurants	Gains on the sale of company-operated restaurants	(858)		(2,815)		Gains on the sale of company-operated restaurants	(3,825)		(48)
Gains on the disposition of property and equipment, net	Gains on the disposition of property and equipment, net	(286)		(1,931)		Gains on the disposition of property and equipment, net	(10,009)		(617)
Impairment charges and other	Impairment charges and other	1,109		1,340		Impairment charges and other	483		919
Changes in assets and liabilities, excluding acquisitions:	Changes in assets and liabilities, excluding acquisitions:					Changes in assets and liabilities, excluding acquisitions:
Accounts and other receivables	Accounts and other receivables	26,257		(4,490)		Accounts and other receivables	37,813		19,910
Inventories	Inventories	(277)		(288)		Inventories	194		(351)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(6,716)		3,461		Prepaid expenses and other current assets	6,953		2,720
Operating lease right-of-use assets and lease liabilities	Operating lease right-of-use assets and lease liabilities	9,155		(19,075)		Operating lease right-of-use assets and lease liabilities	11,281		10,218
Accounts payable	Accounts payable	1,297		(7,409)		Accounts payable	(31,285)		(5,218)
Accrued liabilities	Accrued liabilities	(52,286)		6,499		Accrued liabilities	(24,677)		(47,849)
Pension and post-retirement contributions	Pension and post-retirement contributions	(3,693)		(3,577)		Pension and post-retirement contributions	(1,688)		(2,075)
Franchise tenant improvement allowance and incentive disbursements	Franchise tenant improvement allowance and incentive disbursements	(1,629)		(567)		Franchise tenant improvement allowance and incentive disbursements	(527)		(1,166)
Other	Other	(1,077)		(1,175)		Other	(303)		(1,159)
Cash flows provided by operating activities	Cash flows provided by operating activities	67,828		78,544		Cash flows provided by operating activities	62,472		34,051
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property and equipment	Purchases of property and equipment	(20,781)		(22,928)		Purchases of property and equipment	(24,028)		(9,401)
Acquisition of Del Taco, net of cash acquired		(580,792)		—

Proceeds from the sale of property and equipment	Proceeds from the sale of property and equipment	2,245		3,629		Proceeds from the sale of property and equipment	22,103		2,245
Proceeds from the sale and leaseback of assets	Proceeds from the sale and leaseback of assets	1,861		—		Proceeds from the sale and leaseback of assets	—		1,576
Proceeds from the sale of company-operated restaurants	Proceeds from the sale of company-operated restaurants	600		965		Proceeds from the sale of company-operated restaurants	17,609		48
Other	Other	(1,315)		2,616		Other	—		(1,305)
Cash flows used in investing activities		(598,182)		(15,718)
Cash flows provided by (used in) investing activities						Cash flows provided by (used in) investing activities	15,684		(6,837)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings on revolving credit facilities		63,000		—
Repayments of borrowings on revolving credit facilities		(9,000)		(107,875)
Proceeds from the issuance of debt		1,100,000		—

Principal repayments on debt	Principal repayments on debt	(572,958)		(415)		Principal repayments on debt	(7,557)		(223)
Payment of debt issuance and extinguishment costs		(20,274)		—
Payment of debt issuance costs						Payment of debt issuance costs	—		(2,090)
Dividends paid on common stock	Dividends paid on common stock	(18,526)		(18,130)		Dividends paid on common stock	(9,154)		(9,257)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	51		4,340		Proceeds from issuance of common stock	—		49
Repurchases of common stock	Repurchases of common stock	—		(65,000)		Repurchases of common stock	(14,999)		—
Payroll tax payments for equity award issuances	Payroll tax payments for equity award issuances	(874)		(3,892)		Payroll tax payments for equity award issuances	(868)		(795)
Cash flows provided by (used in) financing activities		541,419		(190,972)
Net increase (decrease) in cash and restricted cash		11,065		(128,146)
Cash flows used in financing activities						Cash flows used in financing activities	(32,578)		(12,316)
Net increase in cash and restricted cash						Net increase in cash and restricted cash	45,578		14,898
Cash and restricted cash at beginning of period	Cash and restricted cash at beginning of period	73,568		236,920		Cash and restricted cash at beginning of period	136,040		73,568
Cash and restricted cash at end of period	Cash and restricted cash at end of period	$	84,633	$	108,774	Cash and restricted cash at end of period	$	181,618	$	88,466

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 ~~April 17, 2022,~~January 22, 2023, there were ~~172~~140 company-operated and ~~2,035~~2,046 franchise-operated Jack in the Box restaurants and ~~293~~273 company-operated and ~~306~~319 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 prior period information on the consolidated statement of cash flows has been reclassified 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~~2, 2022 (“~~2021~~2022 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our ~~2021~~2022 Form ~~10-K, with the exception of the significant accounting policies below that were adopted or applied upon the acquisition of Del Taco.~~10-K.

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

Fiscal year — The Company’s fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Our Del Taco subsidiary operates on a fiscal year ending the Tuesday closest to September 30. Fiscal years ~~2022~~2023 and ~~2021~~2022 include 52 ~~and 53 weeks, respectively.~~weeks. 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~~2023 and ~~2021~~2022 refer to the 1216 weeks (“quarter”) ended January 22, 2023 and ~~28 weeks (“year-to-date”) ended April 17,~~January 23, 2022, ~~and April 11, 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~~2023 and ~~2021,~~2022, marketing fund contributions from Jack in the Box franchise and company-operated restaurants were approximately 5.0% of ~~sales. In 2022,~~sales, and marketing fund contributions from Del Taco franchise and company-operated restaurants were approximately 4.0% of sales. Year-to-date incremental contributions made by the Company were less than $0.1 million in 2023. No incremental contributions were made in 2022.

Total contributions made by the Company are included in “Selling, general, and administrative expenses” in the accompanying condensed consolidated statements of earnings and for the quarter ~~and year-to-date~~ totaled ~~$7.1~~$12.2 million and ~~$13.1~~$6.1 million ~~respectively,~~ in 2023 and 2022, ~~and $4.3 million and $10.1 million, respectively, in 2021.~~respectively.

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.

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


	Sixteen Weeks Ended
	January 22, 2023		January 23, 2022
Balance as of beginning of period	$	(5,975)	$	(6,292)
Provision for expected credit losses	1,445		(1,036)

Balance as of end of period	$	(4,530)	$	(7,328)

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
April 17,
2022 April 11,
2021
Balance as of beginning of period $ (6,292) $ (5,541)
Provision for expected credit losses (3,445) (476)
Write-offs charged against the allowance 3,993 19
Balance as of end of period $ (5,744) $ (5,998)

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 quarter ended January 22, 2023 (in thousands):


		12 Weeks Ended April 17, 2022							Sixteen Weeks Ended
		Jack in the Box		Del Taco		Total				Jack in the Box		Del Taco		Total
Sources of revenue:
Company restaurant sales	Company restaurant sales	$	94,250	$	57,059	$	151,309	Company restaurant sales		$	126,142	$	144,049	$	270,191
Franchise rental revenues	Franchise rental revenues	75,692		864		76,556		Franchise rental revenues		106,096		2,734		108,830
Franchise royalties	Franchise royalties	42,933		2,645		45,578		Franchise royalties		67,569		6,934		74,503
Marketing fees	Marketing fees	41,390		2,158		43,548		Marketing fees		60,344		5,654		65,998
Technology and sourcing fees	Technology and sourcing fees	3,575		205		3,780		Technology and sourcing fees		4,969		718		5,687
Franchise fees and other services	Franchise fees and other services	1,497		26		1,523		Franchise fees and other services		1,797		90		1,887
Total revenue	Total revenue	$	259,337	$	62,957	$	322,294	Total revenue		$	366,917	$	160,179	$	527,096

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~The following table disaggregates revenue by segment and primary source for the quarter ended January 23, 2022 (in thousands):

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~


	Sixteen Weeks Ended
		Jack in the Box		Del Taco		Total
Company restaurant sales		$	120,056	$	—	$	120,056
Franchise rental revenues		103,099		—		103,099
Franchise royalties		57,648		—		57,648
Marketing fees		55,801		—		55,801
Technology and sourcing fees		5,000		—		5,000
Franchise fees and other services		3,107		—		3,107
Total revenue		$	344,711	$	—	$	344,711

12 Weeks Ended April 11, 2021
Jack in the Box Del Taco Total
Sources of revenue:
Company restaurant sales $ 85,962 $ — $ 85,962
Franchise rental revenues 77,901 — 77,901
Franchise royalties 43,620 — 43,620
Marketing fees 42,317 — 42,317
Technology and sourcing fees 3,806 — 3,806
Franchise fees and other services 3,611 — 3,611
Total revenue $ 257,217 $ — $ 257,217

28 Weeks Ended April 17, 2022
Jack in the Box Del Taco Total
Sources of revenue:
Company restaurant sales $ 214,306 $ 57,059 $ 271,365
Franchise rental revenues 178,791 864 179,655
Franchise royalties 100,581 2,645 103,226
Marketing fees 97,191 2,158 99,349
Technology and sourcing fees 8,575 205 8,780
Franchise fees and other services 4,604 26 4,630
Total revenue $ 604,048 $ 62,957 $ 667,005

28 Weeks Ended April 11, 2021
Jack in the Box Del Taco Total
Sources of revenue:
Company restaurant sales $ 200,240 $ — $ 200,240
Franchise rental revenues 181,650 — 181,650
Franchise royalties 100,963 — 100,963
Marketing fees 98,093 — 98,093
Technology and sourcing fees 8,896 — 8,896
Franchise fees and other services 5,916 — 5,916
Total revenue $ 595,758 $ — $ 595,758
In October 2022, a franchise operator paid the Company $7.3 million in order to sell his restaurants to a new franchisee at the current standard royalty rate, which is lower than the royalty rate in the existing franchise agreements. The payment represented the difference between the existing royalty rate and the new royalty rate based on projected future sales for the remaining term of the existing agreements. The payment is non-refundable and not subject to any adjustments based on actual future sales. The Company determined the transaction represented the termination of the existing agreement rather than the transfer of an agreement between franchisees. As such, the $7.3 million was recognized in franchise royalty revenue during the first quarter of 2023.

Contract liabilities — 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.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Year-to-date
April 17,
2022 April 11,
2021
Deferred franchise and development fees at beginning of period $ 41,520 $ 43,541
Changes due to business combinations 6,193 —
Revenue recognized (2,995) (3,075)
Additions 2,379 1,118
Deferred franchise and development fees at end of period $ 47,097 $ 41,584

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~


	Sixteen Weeks Ended
		January 22, 2023		January 23, 2022
Deferred franchise and development fees at beginning of period		$	46,449	$	40,435

Revenue recognized		(1,639)		(1,742)
Additions		2,240		680
Deferred franchise and development fees at end of period		$	47,050	$	39,373

As of ~~April 17, 2022,~~January 22, 2023, approximately ~~$4.9~~$6.1 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 ~~April 17, 2022~~January 22, 2023 (in thousands):


Remainder of 2022		$	2,361
2023		4,977
Remainder of 2023				Remainder of 2023	$	3,508
2024	2024	4,778		2024	4,897
2025	2025	4,543		2025	4,661
2026	2026	4,214		2026	4,334
2027				2027	3,976
Thereafter	Thereafter	21,312		Thereafter	19,583
		$	42,185		$	40,959

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.~~2021. Jack in the Box acquired Del Taco as a part of the Company’s goal to gain greater scale and accelerate growth.

~~In connection with~~ Refer to our Annual Report on Form 10-K for 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~~fiscal year ended October 2, 2022 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 $9.9 million and $11.2 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~~further discussion regarding 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.~~

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~Purchase consideration— The following summarizes~~including 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.~~

~~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)~~:


	~~Amount~~
~~Total preliminary aggregate purchase consideration, net of $12,068 cash acquired~~	$	~~581,241~~
~~Assets:~~
~~Accounts and other receivables~~	~~3,809~~
~~Inventories~~	~~3,233~~
~~Prepaid expenses~~	~~2,950~~
~~Other current assets~~	~~105~~
~~Property and equipment~~	~~150,826~~
~~Operating lease right-of-use assets~~	~~349,489~~
~~Intangible assets~~	~~12,371~~
~~Trademarks~~	~~283,500~~
~~Other assets~~	~~5,128~~
~~Liabilities:~~
~~Current maturities of long-term debt~~	22
~~Current operating lease liabilities~~	~~21,991~~
~~Accounts payable~~	~~18,808~~
~~Accrued liabilities~~	~~66,739~~
~~Long-term debt, net of current maturities~~	~~349~~
~~Long-term operating lease liabilities, net of current portion~~	~~302,688~~
~~Deferred tax liabilities~~	~~88,203~~
~~Other long-term liabilities~~	~~13,080~~
~~Net assets acquired, excluding goodwill~~	$	~~299,531~~
~~Goodwill~~	$	~~281,710~~

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

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 $281.7 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~~goodwill and identifiable intangible assets acquired consist of trade name, 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 trade name was valued using the relief from royalty method of the income approach, which was applied by discounting the after-tax royalties avoided by owning the trade name to present value. The key inputs and assumptions included the Company's estimates of the projected system wide sales, royalty rate and discount rate applicable to the trade name.

The franchise and development agreements were valued using the income approach, which was applied by discounting the projected after-tax cash flows associated with the agreements to present value. The key inputs and assumptions included the Company's estimates of the projected royalties received under the existing franchise and development agreements (including the impact of franchise churn) and the applicable discount rate.

The favorable and unfavorable 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)
Trade name $ 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.assets.

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 of the beginning of fiscal year ~~2021.~~2021 (inthousands):


	Sixteen Weeks Ended
	January 22, 2023		January 23, 2022
Total revenue	$	527,096	$	503,036
Net earnings	$	53,254	$	28,866

118

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from ~~this~~the 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~~above 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.

~~The unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP~~ ~~(in thousands)~~:

Quarter Year-to-date
April 17,
2022 April 11,
2021 April 17,
2022 April 11,
2021
Total revenue $ 382,051 $ 377,864 $ 885,082 $ 869,778
Net earnings $ 23,563 $ 33,758 $ 51,854 $ 59,814

For the ~~periods subsequent to the acquisition that are included in the quarter and year-to-date of 2022,~~sixteen weeks ended January 22, 2023, Del Taco had total revenues of ~~$63.0~~$160.2 million and net earnings of ~~$2.5~~$5.2 million.

4.SUMMARY OF REFRANCHISINGS AND FRANCHISE ACQUISITIONS

Refranchisings — ~~In 2022 and 2021, no company-operated~~The following table summarizes the number of restaurants ~~were~~ sold to ~~franchisees. Amounts included~~franchisees and gains recognized (dollars in ~~“Gains on the sale of company-operated restaurants”~~thousands):


	Sixteen Weeks Ended
	January 22, 2023		January 23, 2022 (2)
Restaurants sold to Jack in the Box franchisees	5		—
Restaurants sold to Del Taco franchisees	16		—

Proceeds from the sale of company-operated restaurants	$	17,609	$	48
Net assets sold (primarily property and equipment)	(4,093)		—
Goodwill related to the sale of company-operated restaurants	(7,310)		—
Franchise fees	(577)		—
Sublease liabilities	(1,197)		—
Lease termination	(393)		—
Other (1)	(214)		—
Gains on the sale of company-operated restaurants	$	3,825	$	48

________________________

(1)Amount in ~~both periods~~2023 includes $0.2 million related to ~~resolutions~~prior year refranchising transactions.

(2)Amount in 2022 relates to additional proceeds received in connection with the extension of ~~certain contingencies~~franchise and lease agreements from the sale of ~~Jack in the Box~~ restaurants in prior years.

Franchise acquisitions — In 2023, we did not acquire any franchise restaurants. In 2022, we acquired ~~13 Jack in the Box restaurants in two markets, and during 2021 we acquired 4~~four Jack in the Box franchise ~~restaurants in one market.~~restaurants. 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.~~statements.

Assets held for sale — Assets classified as held for sale on our condensed consolidated balance sheets as of January 22, 2023 and January 23, 2022, 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 $4.6 million and $17.0 million, respectively.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5.GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying amount of goodwill during fiscal ~~2022~~2023 and ~~2021~~2022 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.~~	~~281,710~~
~~Acquisition of Jack in the Box franchise-operated restaurants~~	~~274~~
~~Balance at April 17, 2022~~	$	~~329,758~~

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~


	Jack in the Box		Del Taco		Total




Balance at October 2, 2022	$	136,099	$	230,722	$	366,821

Sale of Del Taco company-operated restaurants to franchisees	—		(7,238)		(7,238)
Sale of Jack in the Box company-operated restaurants to franchisees	(72)		—		(72)
Balance at January 22, 2023	$	136,027	$	223,484	$	359,511

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


		April 17, 2022						October 3, 2021							January 22, 2023						October 2, 2022
		Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount			Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Definite-lived intangible assets:														Definite-lived intangible assets:
Sublease assets	Sublease assets	$	2,671	$	(39)	$	2,632	$	—	$	—	$	—	Sublease assets	$	2,671	$	(214)	$	2,457	$	2,671	$	(139)	$	2,532
Franchise contracts	Franchise contracts	9,700		(62)		9,638		—		—		—		Franchise contracts	9,700		(476)		9,224		9,700		(311)		9,389
Reacquired franchise rights	Reacquired franchise rights	557		(101)		456		542		(72)		470		Reacquired franchise rights	376		(106)		270		530		(127)		403
Total		$	12,928	$	(202)	$	12,726	$	542	$	(72)	$	470
															$	12,747	$	(796)	$	11,951	$	12,901	$	(577)	$	12,324
Indefinite-lived intangible assets:														Indefinite-lived intangible assets:
Del Taco trademark														Del Taco trademark	$	283,500	$	—	$	283,500	$	283,500	$	—	$	283,500
															$	283,500	$	—	$	283,500	$	283,500	$	—	$	283,500

The following table summarizes, as of ~~April 17, 2022,~~January 22, 2023, the estimated amortization expense for each of the next five fiscal years (in thousands):


Remainder of 2022		$	423
2023		$	814
Remainder of 2023				Remainder of 2023	$	556
2024	2024	$	814	2024	$	804
2025	2025	$	814	2025	$	804
2026	2026	$	811	2026	$	804
2027				2027	$	804

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.”

~~The following table presents rental income (in thousands~~):

Quarter Year-to-date
April 17,
2022 April 11,
2021 April 17,
2022 April 11,
2021
Operating lease income - franchise $ 52,988 $ 54,142 $ 124,345 $ 126,384
Variable lease income - franchise 23,540 23,759 55,282 55,266
Amortization of favorable and unfavorable lease contracts, net 28 — 28 —
Franchise rental revenues $ 76,556 $ 77,901 $ 179,655 $ 181,650
Operating lease income - closed restaurants and other (1) $ 1,407 $ 1,360 $ 3,065 $ 3,225

~~____________________________~~

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

1310

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents ~~as of April 17, 2022, the annual maturities of our lease liabilities~~rental income (in thousands):

Finance Leases Operating Leases
Fiscal year:
Remainder of 2022 $ 491 $ 113,985
2023 979 221,635
2024 400 185,228
2025 38 178,781
2026 26 161,832
Thereafter 26 845,684
Total future lease payments (1) $ 1,960 $ 1,707,145
Less imputed interest (96) (360,372)
Present value of lease liabilities $ 1,864 $ 1,346,773
Less current portion (930) (174,065)
Long-term lease obligations $ 934 $ 1,172,708


	Sixteen Weeks Ended
		January 22, 2023		January 23, 2022
Operating lease income - franchise		$	73,520	$	71,357
Variable lease income - franchise		35,235		31,742
Amortization of favorable and unfavorable sublease contracts, net		75		—
Franchise rental revenues		$	108,830	$	103,099
Operating lease income - closed restaurants and other (1)		$	2,240	$	1,658

____________________________

(1)~~Total future lease payments include non-cancellable commitments~~Primarily relates to closed restaurant properties included in “Other operating (income) expenses, net” in our condensed consolidated statements of ~~$2.0 million for finance leases and $1,479.2 million for operating leases.~~earnings.

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)			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 April 17, 2022:
Fair value measurements as of January 22, 2023:										Fair value measurements as of January 22, 2023:
Non-qualified deferred compensation plan (1)	Non-qualified deferred compensation plan (1)	$	15,728	$	15,728	$	—	$	—	Non-qualified deferred compensation plan (1)	$	15,992	$	15,992	$	—	$	—
Total liabilities at fair value	Total liabilities at fair value	$	15,728	$	15,728	$	—	$	—	Total liabilities at fair value	$	15,992	$	15,992	$	—	$	—
Fair value measurements as of October 3, 2021:
Fair value measurements as of October 2, 2022:										Fair value measurements as of October 2, 2022:
Non-qualified deferred compensation plan (1)	Non-qualified deferred compensation plan (1)	$	18,555	$	18,555	$	—	$	—	Non-qualified deferred compensation plan (1)	$	13,820	$	13,820	$	—	$	—
Total liabilities at fair value	Total liabilities at fair value	$	18,555	$	18,555	$	—	$	—	Total liabilities at fair value	$	13,820	$	13,820	$	—	$	—

____________________________

(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.

The following table presents the carrying value and estimated fair value of our Class A-2 Notes as of ~~April 17, 2022~~January 22, 2023 and October ~~3, 2021~~2, 2022 (in thousands):


		April 17, 2022				October 3, 2021					January 22, 2023				October 2, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
Series 2019 Class A-2 Notes	Series 2019 Class A-2 Notes	$	717,750	$	711,912	$	1,290,251	$	1,351,056	Series 2019 Class A-2 Notes	$	712,313	$	652,923	$	714,125	$	641,851
Series 2022 Class A-2 Notes	Series 2022 Class A-2 Notes	$	1,100,000	$	1,028,555	$	—	$	—	Series 2022 Class A-2 Notes	$	1,083,500	$	930,347	$	1,089,000	$	917,428

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 ~~April 17, 2022,~~January 22, 2023, we had $50.0 million of outstanding borrowings under our Variable Funding ~~Notes and $4.0 million under our revolving credit facility.~~Notes. The fair value of these loans approximates their carrying value due to the variable rate nature of these borrowings.

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

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,~~2023, no material fair value adjustments were required.

8.~~INDEBTEDNESS~~

April 17,
2022 October 3,
2021
Series 2019-1 Class A-2-I Notes $ — $ 570,688
Series 2019-1 Class A-2-II Notes 272,250 272,938
Series 2019-1 Class A-2-III Notes 445,500 446,625
Series 2022-1 Class A-2-I Notes 550,000 —
Series 2022-1 Class A-2-II Notes 550,000 —
Series 2022-1 Class A-2-I Variable Funding Notes 50,000 —
Revolving Credit Facility 4,000 —
Finance lease obligations and other debt 2,233 2,275
Total debt 1,873,983 1,292,526
Less current maturities of long-term debt (34,202) (894)
Less unamortized debt issuance costs (27,196) (18,212)
Long-term debt $ 1,812,585 $ 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 April 17, 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.

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 quarter ended April 17, 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.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 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 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 April 17, 2022, we had outstanding borrowings of $4.0 million and available borrowing capacity of $58.2 million of under the facility, net of letters of credit of $12.8 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 April 17, 2022, principal payments on our long-term debt outstanding at April 17, 2022 for each of the next five fiscal years and thereafter are as follows (~~in thousands~~):

Remainder of 2022 $ 15,564
2023 34,095
2024 29,403
2025 29,338
2026 289,208
Thereafter 1,476,375
$ 1,873,983

9.8.OTHER OPERATING ~~EXPENSE,~~(INCOME) EXPENSES, NET

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


		Quarter				Year-to-date					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021				January 22, 2023		January 23, 2022
Acquisition, integration, and restructuring costs (1)	Acquisition, integration, and restructuring costs (1)	$	13,098	$	(2)	$	16,111	$	4	Acquisition, integration, and restructuring costs (1)		$	1,651	$	3,013
Costs of closed restaurants and other (2)	Costs of closed restaurants and other (2)	650		441		1,722		1,464		Costs of closed restaurants and other (2)		2,589		1,072

Accelerated depreciation	Accelerated depreciation	288		560		663		1,239		Accelerated depreciation		268		375
Losses (gains) on disposition of property and equipment, net		331		229		(286)		(1,931)
Gains on disposition of property and equipment, net (3)										Gains on disposition of property and equipment, net (3)		(10,009)		(617)
		$	14,367	$	1,228	$	18,210	$	776			$	(5,501)	$	3,843

~~____________________________~~________________________

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

(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 2023, gains on disposition of property and equipment relate to the sale of Jack in the Box restaurant properties to franchisees who were leasing the properties from us prior to the sale.

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~10.~~9.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,~~costs, 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):

Quarter Year-to-date
April 17,
2022 April 11,
2021 April 17,
2022 April 11,
2021
Revenues by segment:
Jack in the Box $ 259,337 $ 257,217 $ 604,048 $ 595,758
Del Taco 62,957 — 62,957 —
Consolidated revenues $ 322,294 $ 257,217 $ 667,005 $ 595,758
Segment operating profit:
Jack in the Box $ 61,321 $ 74,111 $ 151,984 $ 172,766
Del Taco 6,056 — 6,056 —
Total segment operating profit $ 67,377 $ 74,111 $ 158,040 $ 172,766
Depreciation and amortization 11,545 10,696 24,041 25,267
Acquisition, integration, and restructuring costs 13,098 (2) 16,111 4
Share-based compensation 2,916 1,605 3,934 2,836
Cash surrender value of COLI policies, net 2,136 (1,544) 2,580 (6,340)
Gains on the sale of company-operated restaurants (810) (1,532) (858) (2,815)
Amortization of favorable and unfavorable leases and subleases, net 248 — 248 —
Earnings from operations $ 38,244 $ 64,888 $ 111,984 $ 153,814
Total capital expenditures by segment:
Jack in the Box $ 7,929 $ 15,852 $ 17,330 $ 22,928
Del Taco 3,451 — 3,451 —
Total capital expenditures $ 11,380 $ 15,852 $ 20,781 $ 22,928
Total depreciation and amortization by segment:
Jack in the Box $ 9,340 $ 10,696 $ 21,836 $ 25,267
Del Taco 2,205 — 2,205 —
Total depreciation and amortization $ 11,545 $ 10,696 $ 24,041 $ 25,267

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	Sixteen Weeks Ended
		January 22, 2023		January 23, 2022
Revenues by segment:
Jack in the Box		$	366,917	$	344,711
Del Taco		160,179		—
Consolidated revenues		$	527,096	$	344,711
Segment operating profit:
Jack in the Box		$	104,426	$	90,664
Del Taco		12,084		—
Total segment operating profit		$	116,510	$	90,664
Depreciation and amortization		19,402		12,496
Acquisition, integration, and restructuring costs		1,651		3,013
Share-based compensation		3,534		1,018
Net COLI (gains) losses		(5,724)		445
Gains on the sale of company-operated restaurants		(3,825)		(48)
Amortization of favorable and unfavorable leases and subleases, net		541		—
Earnings from operations		$	100,931	$	73,740
Total capital expenditures by segment:
Jack in the Box		$	15,256	$	9,401
Del Taco		8,772		—
Total capital expenditures		$	24,028	$	9,401
Total depreciation and amortization by segment:
Jack in the Box		$	11,029	$	12,496
Del Taco		8,373		—
Total depreciation and amortization		$	19,402	$	12,496

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.~~10.INCOME TAXES

The income tax provisions reflect year-to-date effective tax ~~rates~~rate of ~~33.3% in the second quarter and 27.8% year-to-date,~~26.7%, compared with ~~27.3% and 26.1%, respectively,~~26.5% in fiscal year ~~2021.~~2022. The major components of the ~~year-over-year~~ increase in tax ~~rates~~rate were non-deductible ~~losses~~goodwill decrements in the current year offset by non-taxable gains in the current year versus ~~non-taxable gains~~non-deductible losses 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.

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

plans.

~~12.~~11.RETIREMENT PLANS

Defined benefit pension plans — We sponsor 2two 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 2two 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					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021				January 22, 2023		January 23, 2022
Defined benefit pension plans:	Defined benefit pension plans:									Defined benefit pension plans:
Interest cost	Interest cost	$	3,389	$	3,398	$	7,904	$	7,930	Interest cost		$	5,913	$	4,517
Expected return on plan assets	Expected return on plan assets	(4,178)		(4,463)		(9,747)		(10,414)		Expected return on plan assets		(4,648)		(5,570)
Actuarial losses (1)	Actuarial losses (1)	890		1,213		2,078		2,829		Actuarial losses (1)		944		1,187
Amortization of unrecognized prior service costs (1)	Amortization of unrecognized prior service costs (1)	4		4		10		10		Amortization of unrecognized prior service costs (1)		6		6
Net periodic benefit cost	Net periodic benefit cost	$	105	$	152	$	245	$	355	Net periodic benefit cost		$	2,215	$	140
Post-retirement healthcare plans:	Post-retirement healthcare plans:									Post-retirement healthcare plans:
Interest cost	Interest cost	$	113	$	130	$	263	$	303	Interest cost		$	215	$	150
Actuarial gains (1)	Actuarial gains (1)	(148)		(79)		(345)		(184)		Actuarial gains (1)		(286)		(197)
Net periodic benefit cost	Net periodic benefit cost	$	(35)	$	51	$	(82)	$	119	Net periodic benefit cost		$	(71)	$	(47)

~~____________________________~~________________________

(1)Amounts were reclassified from accumulated ~~OCI~~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,~~2022, the date of our last actuarial funding valuation, there was no minimum contribution funding requirement for the Qualified Plan. Details regarding ~~2022~~2023 contributions are as follows (in thousands):


		SERP		Post-Retirement Healthcare Plans			SERP		Post-Retirement Healthcare Plans
Net year-to-date contributions	Net year-to-date contributions	$	3,057	$	636	Net year-to-date contributions	$	1,311	$	377
Remaining estimated net contributions during fiscal 2022		$	2,159	$	496
Remaining estimated net contributions during fiscal 2023						Remaining estimated net contributions during fiscal 2023	$	3,902	$	735

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.~~2023.

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~13.~~12.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)

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)

~~Repurchases of common stock~~— There were no repurchases of common stock in fiscal 2022. As of April 17, 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 two cash dividends of $0.44 per common totaling $18.6 million. Future dividends are subject to approval by our Board of Directors.~~


	Number of Shares	Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at October 2, 2022	82,581	$	826	$	508,323	$	1,842,947	$	(53,982)	$	(3,034,306)	$	(736,192)
Shares issued under stock plans, including tax benefit	36	—		—		—		—		—		—
Share-based compensation	—	—		3,534		—		—		—		3,534
Dividends declared	—	—		67		(9,221)		—		—		(9,154)
Purchases of treasury stock	—	—		—		—		—		(14,999)		(14,999)
Net earnings	—	—		—		53,254		—		—		53,254
Other comprehensive income	—	—		—		—		489		—		489
Balance at January 22, 2023	82,617	$	826	$	511,924	$	1,886,980	$	(53,493)	$	(3,049,305)	$	(703,068)

1914

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 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)

~~14.~~Repurchases of common stock— The Company repurchased 0.2 million shares of its common stock in the first quarter of fiscal 2023 for an aggregate cost of $15.0 million. As of January 22, 2023, there was $160.0 million remaining under share repurchase programs authorized by the Board of Directors which expire in November 2023.

Dividends— During the first quarter of 2023, the Board of Directors declared a cash dividend of $0.44 per common share totaling $9.2 million. Future dividends are subject to approval by our Board of Directors.

13.AVERAGE SHARES OUTSTANDING

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


		Quarter		Year-to-date			Sixteen Weeks Ended
		April 17, 2022	April 11, 2021	April 17, 2022	April 11, 2021			January 22, 2023	January 23, 2022
Weighted-average shares outstanding – basic	Weighted-average shares outstanding – basic	21,227	22,723	21,215	22,863	Weighted-average shares outstanding – basic		20,921	21,205
Effect of potentially dilutive securities:	Effect of potentially dilutive securities:					Effect of potentially dilutive securities:
Nonvested stock awards and units	Nonvested stock awards and units	34	50	39	72	Nonvested stock awards and units		79	40
Stock options	Stock options	1	9	1	8	Stock options		—	2
Performance share awards	Performance share awards	—	2	—	2	Performance share awards		—	—
Weighted-average shares outstanding – diluted	Weighted-average shares outstanding – diluted	21,262	22,784	21,255	22,945	Weighted-average shares outstanding – diluted		21,000	21,247
Excluded from diluted weighted-average shares outstanding:	Excluded from diluted weighted-average shares outstanding:					Excluded from diluted weighted-average shares outstanding:
Antidilutive	Antidilutive	23	32	15	39	Antidilutive		23	15
Performance conditions not satisfied at the end of the period	Performance conditions not satisfied at the end of the period	63	36	63	36	Performance conditions not satisfied at the end of the period		112	25

~~15.~~14.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 April 17, 2022 and October 3, 2021, the Company had recorded aggregate liabilities of $12.2 million and $7.5 million, respectively, within “Accrued liabilities” on our condensed consolidated balance sheets, for all matters including those described below, that were probable and reasonably estimable. As of April 17, 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 $14 million. 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.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Gessele v. Jack in the Box Inc.— In August 2010, 5five former Jack in the Box employees instituted litigation in federal court in Oregon alleging claims under the federal Fair Labor Standards Act and Oregon wage and hour laws. The plaintiffs alleged that Jack in the Box failed to pay non-exempt employees for certain meal breaks and improperly made payroll deductions for shoe purchases and for workers’ compensation expenses, and later added additional claims relating to timing of final pay and related wage and hour claims involving employees of a franchisee. In 2016, the court dismissed the federal claims and those relating to franchise employees. In June 2017, the court granted class certification with respect to state law claims of improper deductions and late payment of final wages. The parties participated in a voluntary mediation on March 16, 2020, but the matter did not settle. On October 24, 2022, a jury awarded plaintiffs approximately $6.4 million in damages and penalties, in addition to interest and attorney fees to be determined by the court at a later date. The Company continues to dispute liability and the ~~plaintiffs’ damages calculations~~damage award and will ~~continue to vigorously~~ defend against both through post-trial motions and all other available appellate remedies. As of January 22, 2023, the ~~lawsuit.~~Company has accrued the settlement amount, and included it within “Accrued liabilities” on our condensed consolidated balance sheet.

Torrez — In March 2014, a former Del Taco employee filed a purported Private Attorneys General Act claim and class action alleging various causes of action under California’s labor, wage, and hour laws. The plaintiff generally alleges Del Taco did not appropriately provide meal and rest breaks and failed to pay wages and reimburse business expenses to its California non-exempt employees. On November 12, 2021, the court granted, in part, the plaintiff's motion for class certification. The parties participated in 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 January 22, 2023, the Company has accrued the settlement amount, and included it within “Accrued liabilities” on our condensed consolidated balance sheet.

J&D Restaurant Group — 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, and again in December 2022, but the matter did not settle. Trial in this matter commenced on January 9, 2023. On February 8, 2023, the jury returned a verdict finding that the Company had not breached any contracts in terminating the franchise agreements or denying the proposed buyers. While the jury also found that the Company had not violated the California Unfair Practices Act, it found for the plaintiff on the breach of implied covenant of good faith and fair dealing claim, and awarded $8.0 million in damages. The Company continues to dispute liability and the ~~standing~~damage award and will defend against both through post-trial motions and all other available appellate remedies. As of ~~a majority of~~January 22, 2023, the ~~class members~~Company has accrued the verdict, and ~~plaintiff’s damages calculations.~~included it within “Accrued liabilities” on our consolidated balance sheet.

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

~~JACK IN THE BOX INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Lease guarantees — We remain contingently liable for certain leases relating to our former Qdoba business which we sold in fiscal 2018. Under the Qdoba Purchase Agreement, the buyer has indemnified the Company of all claims related to these guarantees. As of ~~April 17, 2022,~~January 22, 2023, the maximum potential liability of future undiscounted payments under these leases is approximately ~~$25.4~~$23.0 million. The lease terms extend for a maximum of approximately 1615 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.

~~16.SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION~~ ~~(in thousands)~~

Year-to-date
April 17,
2022 April 11,
2021
Non-cash investing and financing transactions:
Decrease in obligations for purchases of property and equipment $ 1,009 $ 338
Increase in dividends accrued or converted to common stock equivalents $ 128 $ 108
Right-of use assets obtained in exchange for operating lease obligations $ 141,143 $ 92,723
Right-of use assets obtained in exchange for finance lease obligations $ 45 $ 65

2116

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~17.~~15.SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (in thousands)


	Sixteen Weeks Ended
	January 22, 2023		January 23, 2022
Non-cash investing and financing transactions:

Decrease in obligations for purchases of property and equipment	$	4,147	$	952
Increase in accrued debt issuance costs	$	—	$	3,955
Increase in dividends accrued or converted to common stock equivalents	$	68	$	63
Right-of use assets obtained in exchange for operating lease obligations	$	54,246	$	69,789
Right-of use assets obtained in exchange for finance lease obligations	$	—	$	20

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

16.SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION (in thousands)


		April 17, 2022		October 3, 2021			January 22, 2023		October 2, 2022
Accounts and other receivables, net:	Accounts and other receivables, net:					Accounts and other receivables, net:
Trade	Trade	$	49,972	$	75,273	Trade	$	51,178	$	90,105
Notes receivable, current portion	Notes receivable, current portion	1,363		1,467		Notes receivable, current portion	1,702		8,643
Income tax receivable	Income tax receivable	907		1,157		Income tax receivable	871		878
Other	Other	5,963		2,730		Other	7,766		10,152
Allowance for doubtful accounts	Allowance for doubtful accounts	(5,744)		(6,292)		Allowance for doubtful accounts	(4,530)		(5,975)
		$	52,461	$	74,335		$	56,987	$	103,803
Prepaid expenses:
Prepaid income taxes		$	8,942	$	651
Other		11,544		12,031

		$	20,486	$	12,682
Property and equipment, net	Property and equipment, net					Property and equipment, net
Land	Land	$	103,222	$	105,393	Land	$	92,860	$	86,134
Buildings	Buildings	998,155		907,792		Buildings	971,935		960,984
Restaurant and other equipment	Restaurant and other equipment	164,953		112,959		Restaurant and other equipment	168,865		163,527
Construction in progress	Construction in progress	15,831		6,894		Construction in progress	17,906		18,271
		1,282,161		1,133,038			1,251,566		1,228,916
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(819,037)		(810,124)		Less accumulated depreciation and amortization	(826,928)		(810,752)
		$	463,124	$	322,914		$	424,638	$	418,164
Other assets, net:	Other assets, net:					Other assets, net:
Company-owned life insurance policies	Company-owned life insurance policies	$	120,403	$	123,566	Company-owned life insurance policies	$	115,556	$	108,924
Deferred rent receivable	Deferred rent receivable	45,016		46,234		Deferred rent receivable	43,114		43,891
Franchise tenant improvement allowance	Franchise tenant improvement allowance	32,832		34,124		Franchise tenant improvement allowance	35,456		32,429
Notes receivable, less current portion	Notes receivable, less current portion	4,483		4,544		Notes receivable, less current portion	11,099		11,624
Other	Other	22,013		15,970		Other	30,189		29,701
		$	224,747	$	224,438		$	235,414	$	226,569
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Legal accruals						Legal accruals	$	65,115	$	59,165
Payroll and related taxes	Payroll and related taxes	$	40,561	$	34,649	Payroll and related taxes	35,032		43,837
Insurance	Insurance	32,918		21,218		Insurance	32,580		32,272
Sales and property taxes	Sales and property taxes	16,715		23,174		Sales and property taxes	18,676		30,947
Deferred rent income	Deferred rent income	8,826		17,892		Deferred rent income	4,722		18,525
Advertising	Advertising	4,004		13,097		Advertising	13,267		11,028
Deferred franchise and development fees	Deferred franchise and development fees	5,304		4,949		Deferred franchise and development fees	5,775		5,647
Other	Other	53,569		33,438		Other	49,573		52,511
		$	161,897	$	148,417		$	224,740	$	253,932
Other long-term liabilities:	Other long-term liabilities:					Other long-term liabilities:
Defined benefit pension plans	Defined benefit pension plans	$	68,123	$	70,354	Defined benefit pension plans	$	51,337	$	51,679
Deferred franchise and development fees	Deferred franchise and development fees	41,793		36,571		Deferred franchise and development fees	41,275		40,802
Other	Other	50,039		49,417		Other	43,371		42,213
		$	159,955	$	156,342		$	135,983	$	134,694

~~18.~~17.SUBSEQUENT EVENTS

Dividends — On ~~May 13, 2022,~~February 24, 2023, the Board of Directors declared a cash dividend of $0.44 per common share, to be paid on ~~June 22, 2022,~~March 28, 2023, to shareholders of record as of the close of business on ~~June 7, 2022.~~March 15, 2023.

2218

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

GENERAL

All comparisons between ~~2022~~2023 and ~~2021~~2022 refer to the 1216 weeks (“quarter”) ended January 22, 2023 and ~~28 weeks (“year-to-date”) ended April 17,~~January 23, 2022, ~~and April 11, 2021,~~ respectively, unless otherwise indicated.

For an understanding of the significant factors that influenced our performance during ~~2022~~2023 and ~~2021,~~2022, 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.~~2, 2022.

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.

2319

OVERVIEW

Our Business

Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the Box® and Del Taco quick-service restaurants. As of ~~April 17, 2022,~~January 22, 2023, we operated and franchised ~~2,207~~2,186 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~~Guam, and 592 Del Taco ~~Restaurants, Inc. (“Del Taco”), the nation’s second largest Mexican quick service restaurant chain by number of restaurants and has approximately 599~~quick-service 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. Throughout the pandemic substantially all of our restaurants have remained open, with the majority of our dining rooms closed and locations operating in an off-premise capacity, leveraging our drive-thru, carryout and delivery capabilities. We have continued to follow the guidance of expert health authorities to ensure precautionary steps are taken to protect the health and safety of our employees and guests.

Our business has continued to be challenged by availability and cost of labor resulting in a number of our restaurants across regions to reduce operating hours during the quarter. 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. Through the bankruptcy proceedings, the franchisee may reject the franchise agreements and leases for a number of these locations, resulting in potential impairment costs related to future lease obligations.

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.

During the second quarter of 2022, we agreed to the franchisee’s reorganization plan, which has been submitted to the bankruptcy court and is scheduled for a confirmation hearing in mid-July. 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 were doubtful and therefore no revenue has been recognized. Furthermore, we increased our bad debt reserve related to this matter to fully reserve the $3.5 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: April 17, 2022 (1) April 11, 2021 April 17, 2022 (1) April 11, 2021
Company 1.7 % 14.5 % 0.6 % 10.4 %
Franchise (1.1) % 21.3 % 0.3 % 16.5 %
System (0.8) % 20.6 % 0.3 % 15.9 %
~~____________________________~~

~~(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 with one week shift and to provide a clearer year over year comparison.


	Sixteen Weeks Ended
Jack in the Box:		January 22, 2023		January 23, 2022
Company		12.6	%	(0.3)	%
Franchise		7.4	%	1.4	%
System		7.8	%	1.2	%

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


		2022						2021							2023						2022
Jack in the Box:	Jack in the Box:	Company		Franchise		Total		Company		Franchise		Total		Jack in the Box:	Company		Franchise		Total		Company		Franchise		Total
Beginning of year	Beginning of year	163		2,055		2,218		144		2,097		2,241		Beginning of year	146		2,035		2,181		163		2,055		2,218
New	New	—		7		7		—		6		6		New	—		6		6		—		2		2
Acquired from franchisees	Acquired from franchisees	13		(13)		—		4		(4)		—		Acquired from franchisees	—		—		—		4		(4)		—
Refranchised														Refranchised	(5)		5		—		—		—		—
Closed	Closed	(4)		(14)		(18)		—		(19)		(19)		Closed	(1)		—		(1)		(2)		(10)		(12)
End of period	End of period	172		2,035		2,207		148		2,080		2,228		End of period	140		2,046		2,186		165		2,043		2,208
% of system	% of system	8	%	92	%	100	%	7	%	93	%	100	%	% of system	6	%	94	%	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					Sixteen Weeks Ended
Jack in the Box:	Jack in the Box:	April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021		Jack in the Box:		January 22, 2023		January 23, 2022
Company-operated restaurant sales	Company-operated restaurant sales	$	94,250	$	85,962	$	214,306	$	200,240	Company-operated restaurant sales		$	126,142	$	120,056
Franchised restaurant sales (1)	Franchised restaurant sales (1)	840,468		847,363		1,958,144		1,963,189		Franchised restaurant sales (1)		1,208,983		1,117,676
Systemwide sales (1)	Systemwide sales (1)	$	934,718	$	933,325	$	2,172,450	$	2,163,429	Systemwide sales (1)		$	1,335,125	$	1,237,732

~~____________________________~~________________________

(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.

2520

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


		Quarter				Year-to-date					Sixteen Weeks Ended
Consolidated:	Consolidated:	April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021		Consolidated:		January 22, 2023		January 23, 2022
Net earnings - GAAP	Net earnings - GAAP	$	7,796	$	35,934	$	47,066	$	86,793	Net earnings - GAAP		$	53,254	$	39,270
Income tax expense	Income tax expense	3,897		13,524		18,087		30,585		Income tax expense		19,385		14,190
Interest expense, net	Interest expense, net	26,481		15,227		46,668		35,962		Interest expense, net		26,148		20,187
Gains on the sale of company-operated restaurants	Gains on the sale of company-operated restaurants	(810)		(1,532)		(858)		(2,815)		Gains on the sale of company-operated restaurants		(3,825)		(48)
Other operating expenses, net		14,367		1,228		18,210		776
Other operating (income) expenses, net										Other operating (income) expenses, net		(5,501)		3,843
Depreciation and amortization	Depreciation and amortization	11,545		10,696		24,041		25,267		Depreciation and amortization		19,402		12,496
Amortization of favorable and unfavorable leases and subleases, net	Amortization of favorable and unfavorable leases and subleases, net	248		—		248		—		Amortization of favorable and unfavorable leases and subleases, net		541		—
Amortization of franchise tenant improvement allowances and incentives	Amortization of franchise tenant improvement allowances and incentives	893		673		2,127		1,534		Amortization of franchise tenant improvement allowances and incentives		1,215		1,234
Adjusted EBITDA - Non-GAAP	Adjusted EBITDA - Non-GAAP	$	64,417	$	75,750	$	155,589	$	178,102	Adjusted EBITDA - Non-GAAP		$	110,619	$	91,172

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									Sixteen Weeks Ended
		April 17, 2022				April 11, 2021				April 17, 2022				April 11, 2021						January 22, 2023	January 23, 2022
Company restaurant sales	Company restaurant sales	$	94,250			$	85,962			$	214,306			$	200,240			Company restaurant sales			$	126,142			$	120,056
Company restaurant costs:	Company restaurant costs:																	Company restaurant costs:
Food and packaging	Food and packaging	$	30,687	32.6	%	$	23,938	27.8	%	$	68,224	31.8	%	$	56,315	28.1	%	Food and packaging			$	41,326	32.8	%	$	37,537	31.3	%
Payroll and employee benefits	Payroll and employee benefits	$	32,007	34.0	%	$	26,440	30.8	%	$	71,732	33.5	%	$	61,371	30.6	%	Payroll and employee benefits			$	39,438	31.3	%	$	39,725	33.1	%
Occupancy and other	Occupancy and other	$	17,384	18.4	%	$	13,349	15.5	%	$	38,261	17.9	%	$	31,184	15.6	%	Occupancy and other			$	20,377	16.2	%	$	20,877	17.4	%

Company restaurant sales increased ~~$8.3~~$6.1 million or ~~9.6% in the quarter and $14.1 million or 7.0% year-to-date~~5.1% compared to the prior year, primarily due to ~~an increase in the number of company-operated restaurants,~~ average check and traffic growth, ~~and~~ partially offset by a decline in ~~traffic.~~the number of company-operated restaurants. 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 $ 3.5 $ 7.2
AUV increase 4.8 6.9
Total change in company restaurant sales $ 8.3 14.1


	Sixteen Weeks Ended
		January 22, 2023
AUV increase		$	14.0
Decrease in the average number of restaurants		(7.9)
Total change in company restaurant sales		$	6.1

Same-store sales at company-operated restaurants increased ~~1.7% in the quarter and 0.6% year-to-date~~12.6% compared to a year ago. The following table summarizes the change versus a year ago:

Quarter Year-to-Date
April 17,
2022 April 11,
2021 April 17,
2022 April 11,
2021
Average check (1) 3.7 % 19.9 % 3.6 % 20.8 %
Transactions (2.0) % (5.4) % (3.0) % (10.4) %
Change in same-store sales 1.7 % 14.5 % 0.6 % 10.4 %


	Sixteen Weeks Ended
		January 22, 2023
Average check (1)		7.7	%
Transactions		4.9	%
Change in same-store sales		12.6	%

~~____________________________~~________________________

(1)Includes price increases of approximately ~~8.2% in~~10.3% compared to the ~~quarter and 6.7% year-to-date.~~prior year.

Food and packaging costs as a percentage of company restaurant sales increased ~~4.8% in~~1.5% compared to the ~~quarter, including 4.0% of~~prior year primarily due to higher commodity costs and ~~3.5% of~~ unfavorable menu item mix, ~~and other,~~ partially offset by 2.7% of increased menu pricing. Food and packaging costs as a percentage of company restaurant sales increased 3.7% year-to-date, including 3.2% of higher commodity costs, and 2.4% of unfavorable menu item mix and other, partially offset by 1.9% of increasedan increase in menu pricing.

2621

Commodity costs increased ~~in the quarter and year-to-date~~ by approximately ~~16.4%~~15.5% compared to the prior year. The inflation we have experienced is across nearly all categories with the greatest impact seen in produce, sauce and ~~13.1%, respectively, primarily due to higher beef, pork, sauces and oil costs, due to supply chain and inflationary pressures.~~potatoes. For fiscal ~~2022,~~2023, we expect annual commodity cost inflation to be up ~~12%~~9% to ~~14%~~11% compared with fiscal ~~2021.~~2022.

Payroll and employee benefit costs as a percentage of company restaurant sales ~~increased 3.2% in~~decreased 1.8% compared to the ~~quarter and 2.9% year-to-date,~~prior year primarily due to ~~labor inflation,~~higher average restaurant sales as a result of a change in ~~the~~restaurant mix ~~of restaurants due to franchisee acquisitions, partially offset by lower incentive compensation.~~and menu price increases, as well as a reduction in workers’ compensation and group insurance. Labor inflation was approximately ~~14.2% in the quarter and 12.5% year-to-date~~9.9% for the current fiscal year. For fiscal ~~2022,~~2023, we expect annual wage inflation to be up ~~12%~~3% to ~~13%~~6% compared with fiscal ~~2021.~~2022.

Occupancy and other costs, as a percentage of company restaurant sales, ~~increased 2.9% in~~decreased 1.2% compared to the ~~quarter and 2.3% year-to-date,~~prior year primarily due to ~~the acquisition~~higher average restaurant sales as a result of ~~29 restaurants since~~ a ~~year ago with lower than average sales volumes,~~change in restaurant mix and menu price increases, partially offset by higher utilities costs ~~for~~as well as maintenance and repair ~~and utilities.~~costs compared with fiscal 2022.

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					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021				January 22, 2023			January 23, 2022
Franchise rental revenues	Franchise rental revenues	$	75,692	$	77,901	$	178,791	$	181,650	Franchise rental revenues		$	106,096		$	103,099

Royalties	Royalties	42,932		43,620		100,580		100,963		Royalties		67,569			57,648
Franchise fees and other	Franchise fees and other	1,497		3,611		4,604		5,916		Franchise fees and other		1,797			3,107
Franchise royalties and other	Franchise royalties and other	44,429		47,231		105,184		106,879		Franchise royalties and other		69,366			60,755
Franchise contributions for advertising and other services	Franchise contributions for advertising and other services	44,965		46,123		105,766		106,989		Franchise contributions for advertising and other services		65,313			60,801
Total franchise revenues	Total franchise revenues	$	165,086	$	171,255	$	389,741	$	395,518	Total franchise revenues		$	240,775		$	224,655

Franchise occupancy expenses	Franchise occupancy expenses	$	48,403	$	48,904	$	112,386	$	114,073	Franchise occupancy expenses		$	64,555		$	63,983
Franchise support and other costs	Franchise support and other costs	4,828		3,341		8,739		6,614		Franchise support and other costs		1,416			3,911
Franchise advertising and other services expenses	Franchise advertising and other services expenses	46,849		47,104		110,157		109,799		Franchise advertising and other services expenses		67,958			63,308
Total franchise costs	Total franchise costs	$	100,080	$	99,349	$	231,282	$	230,486	Total franchise costs		$	133,929		$	131,202
Franchise costs as a percentage of total franchise revenues	Franchise costs as a percentage of total franchise revenues	60.6%		58.0%		59.3%		58.3%		Franchise costs as a percentage of total franchise revenues		55.6%			58.4%

Average number of franchise restaurants	Average number of franchise restaurants	2,027		2,071		2,034		2,075		Average number of franchise restaurants		2,033			2,039
% decrease	% decrease	(2.1)%				(2.0)%				% decrease		(0.3)%
Franchised restaurant sales	Franchised restaurant sales	$	840,468	$	847,363	$	1,958,144	$	1,963,189	Franchised restaurant sales		$	1,208,983		$	1,117,676
Franchised restaurant AUVs	Franchised restaurant AUVs	$	415	$	409	$	963	$	946	Franchised restaurant AUVs		$	595		$	548
Royalties as a percentage of total franchised restaurant sales	Royalties as a percentage of total franchised restaurant sales	5.1%		5.1%		5.1%		5.1%		Royalties as a percentage of total franchised restaurant sales		5.6%		(1)	5.2%

________________________

(1)Excluding the impact of the $7.3 million termination fee discussed below, royalties as a percentage of total franchised restaurant sales would be 5.0% for the sixteen weeks ended January 22, 2023.

Franchise rental revenues ~~decreased $2.2~~increased $3.0 million, or ~~2.8% in~~2.9% compared to the ~~quarter and $2.9~~prior year primarily due to higher percentage rent of $2.4 million ~~or 1.6% year-to-date,~~ driven by ~~a reduction in the number of~~higher franchise subleases compared to prior year, in addition to the impact of deferring $1.2 million in connection with a franchisee currently in bankruptcy proceedings for which revenue will be recognized upon payment.restaurant sales.

Franchise royalties and other ~~decreased $2.8~~increased $8.6 million, or ~~5.9% in~~14.2% compared to the ~~quarter and $1.7 million, or 1.6% year-to-date,~~prior year primarily due to ~~lower fees received in connection with the early~~a $7.3 million termination offee paid by a franchise ~~agreements of $2.1 million and $1.3 million, respectively, the deferral of $0.8 million in connection with the franchisee bankruptcy matter and~~operator who sold his restaurants to a ~~lesser extent a reduction in~~new franchisee, as well as higher royalties driven by higher franchise restaurant sales. Refer to Note 2, Revenue, of the ~~number of franchise restaurants.~~notes to the condensed consolidated financial statements for additional information related to the $7.3 million termination fee.

Franchise contributions for advertising and other services revenues ~~decreased $1.2~~increased $4.5 million, or ~~2.5% in~~7.4% compared to the ~~quarter and $1.2~~prior year primarily driven by higher franchise restaurant sales.

Franchise occupancy expenses, primarily rent, increased $0.6 million, or ~~1.1% year-to-date~~0.9% compared to the prior year primarily due to rent increases, partially offset by lower ~~marketing contributions of $0.9 million driven by a decrease in the number of franchise restaurants and deferrals in connection with the franchisee bankruptcy matter.~~

Franchise occupancy expenses, primarily rent, decreased $0.5 million, or 1.0% in the quarter and $1.7 million, or 1.5% year-to-date compared to the prior year, primarily due to a reduction in the number of franchise subleases compared to prior year.real estate taxes.

2722

Franchise support and other costs ~~increased $1.5~~decreased $2.5 million ~~in the quarter and $2.1 million year-to-date~~ compared to the prior year primarily due to ~~an increase~~a decrease in franchisee bad debt ~~expense as a result of developments in a franchisee’s ongoing bankruptcy proceedings.~~expense.

Franchise advertising and other service expenses ~~decreased $0.3~~increased $4.7 million, or ~~0.5% in the quarter and increased $0.4 million, or 0.3% year-to-date~~7.3% compared to the prior ~~year. In the quarter, the decrease is~~year primarily ~~due to a reduction in the number of~~driven by higher franchise ~~restaurants. Year-to-date, the increase is due to higher technology costs in the current year and partially offset by a reduction in the number of franchise restaurants.~~sales.

Del Taco Brand

As of ~~April 17, 2022,~~January 22, 2023, there were ~~293~~273 company-operated and ~~306~~319 franchise-operated Del Taco restaurants. System same-store sales increased ~~1.3% for the period from March 8, 2022 through April 17, 2022~~3.0% and total revenues and segment operating profit were ~~$63.0~~$160.2 million and ~~$6.1~~$12.1 million, ~~respectively.~~respectively, during the quarter.

Company-Wide Results

Depreciation and Amortization

Depreciation and amortization increased ~~by $0.8~~$6.9 million incompared to the ~~quarter and decreased $1.2 million year-to-date. The~~prior year primarily due to the acquisition of Del Taco, ~~in the quarter resulted in~~contributing an ~~increase~~additional $8.4 million of ~~$2.2 million, which was partially offset in the quarter and~~depreciation; more than ~~offset year-to-date by a decrease in~~offsetting lower Jack in the Box depreciation ~~and amortization primarily due to~~as a result of certain franchise ~~building assets~~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 $ 2,729 $ 3,023
Incentive compensation (including share-based compensation and related payroll taxes) (1,378) (4,185)
Cash surrender value of COLI policies, net 3,680 8,919
Insurance 1,049 1,199
Other 3,538 5,502
$ 9,618 $ 14,458


	Increase/(Decrease)
	Sixteen Weeks Ended
	January 22, 2023
Advertising	$	6,086
Incentive compensation (including share-based compensation and related payroll taxes)	5,381
Cash surrender value of COLI policies, net	(6,168)
Litigation matters	5,987
Other	13,827
	$	25,113

Advertising costs represent company contributions to our marketing funds and are generally determined as a percentage of company-operated restaurant sales. Advertising costs increased ~~$2.7~~$6.1 million ~~in the quarter and $3.0 million year-to-date~~ compared to the prior year primarily due to the acquisition of Del Taco which resulted in higher advertising costs of ~~$2.3 million as well as an increase in the number of Jack in the Box company-operated restaurants.~~$5.8 million.

Incentive compensation ~~decreased by $1.4~~increased $5.4 million ~~in the quarter and $4.2 million year-to-date~~ compared to the prior ~~year. In the quarter, the decrease is~~year primarily due to a ~~$2.7~~$2.9 million ~~decrease~~increase in the annual incentives mainly as a result of ~~lower~~higher achievement levels compared to the prior year, ~~partially offset by~~as well as a ~~$1.3~~$2.5 million increase in ~~stock-based~~share-based compensation mainly from ~~timing of annual grants compared to~~ the ~~prior year. Year-to-date, the decrease is due to a $5.3 million decrease in the annual incentives, partially offset by a $1.1 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~~positive impact of ~~$3.7~~$6.2 million ~~in the quarter and $8.9 million year-to-date~~ versus the prior year.

~~Insurance costs~~Litigation matters increased ~~by $1.0~~$6.0 million primarily related to the J&D Restaurant Group litigation. Refer to Note 14, Commitments and Contingencies, of the notes to the condensed consolidated financial statements for additional information.

The increase in other is primarily due to the ~~quarter and $1.2 million year-to-date compared to~~acquisition of Del Taco in 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 acquisition of Del Taco~~which resulted in an increase of additional general and administrative costs of ~~$4.3 million in both the quarter and year-to-date compared to the prior year.~~$12.0 million.

2823

Other Operating Expenses, Net

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


		Quarter				Year-to-date					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021				January 22, 2023		January 23, 2022
Acquisition, integration, and restructuring costs	Acquisition, integration, and restructuring costs	$	13,098	$	(2)	$	16,111	$	4	Acquisition, integration, and restructuring costs		$	1,651	$	3,013
Costs of closed restaurants and other	Costs of closed restaurants and other	650		441		1,722		1,464		Costs of closed restaurants and other		2,589		1,072
Accelerated depreciation	Accelerated depreciation	288		560		663		1,239		Accelerated depreciation		268		375
Losses (gains) on disposition of property and equipment, net		331		229		(286)		(1,931)
Gains on disposition of property and equipment, net										Gains on disposition of property and equipment, net		(10,009)		(617)
		$	14,367	$	1,228	$	18,210	$	776			$	(5,501)	$	3,843

Other operating expenses, net ~~increased by $13.1~~decreased $9.3 million ~~in the quarter and $17.4 million year-to-date~~ compared to the prior year, primarily due to ~~$13.1 million, and $16.1~~$9.5 million of ~~costs incurred~~gains recognized in the ~~quarter and year-to-date, respectively relating~~current year from the sale of Jack in the Box restaurant properties to franchisees who were leasing the properties from us prior to the ~~Del Taco acquisition.~~sale.

Gains on the Sale of Company-Operated Restaurants

In ~~2022~~fiscal 2023, the Company sold five Jack in the Box company-operated restaurants and ~~2021,~~16 Del Taco company-operated restaurants to franchisees and recognized a net gain of $3.8 million. Refer to Note 4, Summary of Refranchisings and Franchise Acquisitions, of the notes to the condensed consolidated financial statements for additional information regarding these transactions. In fiscal 2022, no company-operated restaurants were sold to franchisees. Amounts included in “Gains on the sale of company-operated restaurants” in ~~both periods~~2022 related to ~~resolutions~~additional proceeds received in connection with the extension of ~~certain contingencies from~~franchise and lease agreements form 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					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021		April 17, 2022		April 11, 2021				January 22, 2023		January 23, 2022
Interest expense	Interest expense	$	26,562	$	15,241	$	46,835	$	35,980	Interest expense		$	26,537	$	20,273
Interest income	Interest income	(81)		(14)		(167)		(18)		Interest income		(389)		(86)
Interest expense, net	Interest expense, net	$	26,481	$	15,227	$	46,668	$	35,962	Interest expense, net		$	26,148	$	20,187

Interest expense, net increased ~~by $11.3~~$6.0 million ~~in the quarter and $10.7 million year-to-date~~ compared to the prior year primarily due to ~~a loss on early extinguishment of debt of $7.7 million during the quarter as well as~~ higher average borrowings ~~in the current quarter and year-to-date~~ resulting in higher interest expense of ~~$3.5~~$7.3 million, ~~and $2.8 million, respectively.~~partially offset by lower average borrowing rates.

Income Tax Expense

The income tax provisions reflect year-to-date effective tax ~~rates~~rate of ~~33.3% in the second quarter and 27.8% year-to-date,~~26.7%, compared with ~~27.3% and 26.1%, respectively,~~26.5% in fiscal year ~~2021.~~2022. The major components of the ~~year-over-year~~ increase in tax ~~rates~~rate were ~~non-deductibles losses~~non-deductible goodwill decrements in the current year offset by non-taxable gains in the current year versus ~~non-taxable gains~~non-deductible losses 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.plans.

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.

2924

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 ~~April 17, 2022,~~January 22, 2023, the Company had ~~$84.6~~$181.6 million of cash and restricted cash on its consolidated balance ~~sheet.~~sheet and available borrowings of $122.0 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~~the sale of our owned Jack in the Box properties, and refranchising, primarily for Del Taco in the near term.

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

Cash Flows

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


		Year-to-date					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021			January 22, 2023		January 23, 2022
Total cash provided by (used in):	Total cash provided by (used in):					Total cash provided by (used in):
Operating activities	Operating activities	$	67,828	$	78,544	Operating activities	$	62,472	$	34,051
Investing activities	Investing activities	(598,182)		(15,718)		Investing activities	15,684		(6,837)
Financing activities	Financing activities	541,419		(190,972)		Financing activities	(32,578)		(12,316)
Net cash flows	Net cash flows	$	11,065	$	(128,146)	Net cash flows	$	45,578	$	14,898

Operating Activities. Operating cash flows ~~decreased $10.7~~increased $28.4 million compared with a year ago, primarily due to ~~lower net income adjusted for non-cash items of $8.4 million and an unfavorable~~a favorable change in working capital of ~~$2.3 million.~~$22.7 million as a result of the timing of minimum rent collections, lower bonus payments and timing of media payments, partially offset by timing of minimum rent payments.

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,~~2022, the date of our last actuarial funding valuation, there was no minimum contribution funding requirement for our qualified pension plan. In ~~2022,~~2023, we contributed ~~$3.7~~$1.7 million to our non-qualified pension plan and post-retirement plans.

Investing Activities. Cash ~~used in~~flows from investing activities increased by ~~$582.5~~$22.5 million compared with a year ago, primarily due to ~~$580.8~~higher proceeds from the sale of property and equipment of $19.9 million, ~~paid for~~which resulted from the ~~acquisition~~sale of ~~Del Taco, net~~Jack in the Box restaurant properties to franchisees and $10.0 million received in the current year related to a prior year transaction, as well as higher proceeds from the sale of ~~cash acquired.~~

company-operated restaurants of $17.6 million, partially offset by higher purchases of property and equipment of $14.6 million.

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


		Year-to-date					Sixteen Weeks Ended
		April 17, 2022		April 11, 2021			January 22, 2023		January 23, 2022
Restaurants:	Restaurants:					Restaurants:
Remodel / refresh programs	Remodel / refresh programs	$	4,935	$	5,582	Remodel / refresh programs	$	3,473	$	921
Restaurant facility expenditures	Restaurant facility expenditures	8,689		2,860		Restaurant facility expenditures	9,046		4,374
Purchases of assets intended for sale and leaseback	Purchases of assets intended for sale and leaseback	1,877		10,343		Purchases of assets intended for sale and leaseback	3,497		1,877
Restaurant information technology	Restaurant information technology	3,262		1,639		Restaurant information technology	5,906		968
		18,763		20,424			21,922		8,140
Corporate Services:	Corporate Services:					Corporate Services:
Information technology	Information technology	855		658		Information technology	1,877		52
Corporate facilities	Corporate facilities	1,163		1,846		Corporate facilities	229		1,209
		2,018		2,504			2,106		1,261

Total capital expenditures	Total capital expenditures	$	20,781	$	22,928	Total capital expenditures	$	24,028	$	9,401

Sale of Company-Operated Restaurants— We have continued to expand franchise ownership primarily through the sale of company-operated restaurants to franchisees. The following table details proceeds received in connection with our refranchising activities in each period (dollars in thousands):


	Sixteen Weeks Ended
	January 22, 2023		January 23, 2022
Number of Jack in the Box restaurants sold to franchisees	5		—
Number of Del Taco restaurants sold to franchisees	16		—
Total proceeds	$	17,609	$	48

In the first quarter of fiscal 2023, proceeds include $0.2 million related to prior year refranchising transactions. Proceeds in the first quarter of fiscal 2022 were received in connection with the extension of franchise and lease agreements from the sale of restaurants in prior years.

Financing Activities. Cash flows ~~from~~used in financing activities increased by ~~$732.4~~$20.3 million compared with a year ago, primarily as a result of ~~an increase in net borrowings of $669.1 million, driven by the issuance of the 2022 Notes, and an increase of $65.0 million from lower~~ share repurchases ~~compared to prior year.~~of $15.0 million.

Repurchases of common stock — The Company ~~did not~~repurchased 0.2 million shares of its common stock in the first quarter of fiscal 2023 for an aggregate cost of $15.0 million. As of January 22, 2023, there was $160.0 million remaining under share repurchase ~~any shares in 2022. On November 19, 2021,~~programs authorized by the Board of Directors ~~authorized a $200.0 million stock buy-back program that expires on~~which expire in November ~~20,~~ 2023.

Dividends — During ~~2022,~~ the ~~Board~~first quarter of ~~Directors declared two cash dividends of $0.44 per common share totaling $18.6 million. On May 13, 2022,~~2023, the Board of Directors declared a cash dividend of ~~0.44~~$0.44 per common share totaling $9.2 million. On February 24, 2023, the Board of Directors declared a cash dividend of $0.44 per common share, to be paid on ~~June 22, 2022,~~March 28, 2023, to shareholders of record as of the close of business on ~~June 7, 2022.~~March 15, 2023.

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”~~A-2-II Notes” and, together with the Class A-2-I Notes, the “2022 Notes”). Interest payments on the 2022 Notes are payable on a quarterly basis. The anticipated repayment dates of the 2022 Class A-2-I Notes and the Class A-2-II Notes will be February 2027 and February 2032, respectively, unless earlier prepaid to the extent permitted under the indenture that ~~will govern~~governs the 2022 Notes. The anticipated repayment dates of the existing 2019-1 Class A-2-II Notes and the Class A-2-III Notes are August 2026 and August 2029, respectively.

The Company also entered into a revolving financing facility of Series 2022-1 Variable Funding Senior Secured Notes (the “Variable Funding Notes”), which permits borrowings up to a maximum of $150.0 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit. ~~The Company’s existing revolving financing facility of Series 2019-1 Class A-1 Notes was terminated in connection with the transaction.~~ As of ~~April 17, 2022,~~January 22, 2023, we had outstanding borrowings of $50.0 million and available borrowing capacity of ~~$58.0~~$60.0 million under our ~~2022~~ Variable Funding Notes, net of letters of credits issued of ~~$42.0~~$40.0 million.

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

Restricted cash — In accordance with the terms of the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the note holders and are restricted in their use. As of ~~April 17, 2022,~~January 22, 2023, the Company had restricted cash of ~~$28.9~~$27.8 million, which primarily represented cash collections and cash reserves held by the trustee to be used for payments of interest and commitment fees required for the Class A-1 and A-2 Notes.

Covenants and restrictions — The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of gross sales for specified restaurants being below certain levels on certain measurement dates, certain manager termination events, an event of default, and the failure to repay or refinance the Class A-2 Notes on the applicable scheduled maturity date. The Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments. As of ~~April 17, 2022,~~January 22, 2023, 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 ~~April 17, 2022,~~January 22, 2023, we had no outstanding borrowings ~~of $4.0 million~~ and available borrowing capacity of ~~$58.2~~$61.9 million of under the facility, net of letters of credit of ~~$12.8~~$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~~There have been no material changes to the critical accounting policies and estimates previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 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 8,2, 2022. As of April 17, 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.

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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~~Changes in the ~~food service industry~~availability of and ~~our inability to compete may~~the cost of labor could 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~~Inability to attract, train and retain top-performing personnel could adversely impact 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~~financial results or ~~distributors are unable to fulfill their obligations under their contracts, it could harm our operations.~~business.

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

•Unionization activities or labor disputes may disrupt our operations and ~~food-borne illness concerns~~affect our profitability.

•Our insurance may ~~have an adverse effect on~~not provide adequate levels of coverage against claims.

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

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

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

•~~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.

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

•We may not achieve our development goals.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•~~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.~~

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~~2, 2022 (“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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~We are exposed to interest rate risk~~There have been no material changes in our quantitative and qualitative market risks set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on borrowings under our $150.0 million Variable Funding Notes and our $75.0 million revolving credit facility. As of April 17, 2022, we had outstanding variable rate borrowings of $54.0 million. A 100 basis point increase inForm 10-K for 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.fiscal year ended October 2, 2022.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended), as of the end of the Company’s quarter ended ~~April 17, 2022,~~January 22, 2023, 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

On March 8, 2022, we completed our acquisition of Del Taco and have implemented new processes and internal controls to assist us in the preparation and disclosure of financial information. Given the significance of the Del Taco acquisition and the complexity of systems and business processes, we intend to exclude the acquired Del Taco business from our assessment and report on internal control over financial reporting for the year ended October 2, 2022. Other than discussed above, thereThere have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended ~~April 17, 2022~~January 22, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

ITEM 1A. RISK FACTORS

~~The risk factors set forth below contain material changes to~~When evaluating our business and our prospects, you should consider the ~~risk factors previously disclosed in~~risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended October ~~3, 2021,~~2, 2022, which we filed with the SEC on November ~~23, 2021,~~22, 2022, 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,~~2, 2022, 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,~~occur, 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 April 17, 2022, the Company has debt outstanding of $1.87 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~~In the first quarter of 2023, we repurchased 0.2 million shares of our common stock ~~in the second quarter~~for an aggregate cost of ~~2022.~~$15.0 million. As of ~~April 17, 2022, there was $200.0~~January 22, 2023, this leaves $160.0 million remaining under share repurchase programs authorized by the ~~Board-authorized stock buyback program which expires~~Board of Directors that expire in November 2023.


	(a) Total number of shares purchased	(b) Average price paid per share		(c) Total number of shares purchased as part of publicly announced programs	(d) Maximum dollar value that may yet be purchased under these programs (in thousands)
					$	175,000
October 3, 2022 - October 30, 2022	—	$	—	—	$	175,000
October 31, 2022 - November 27, 2022	—	$	—	—	$	175,000
November 28, 2022 - December 25, 2022	220,650	$	67.98	220,650	$	160,000
December 26, 2023 - January 22, 2023	—	$	—	—	$	160,000
Total	220,650			220,650

ITEM 3. DEFAULTS OF SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Item 5.03. None.

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ITEM 6. EXHIBITS


Number	Description	Form	Filed with SEC
~~3.1~~10.2.28*	~~Amended~~Tim Mullany Separation and ~~Restated Bylaws,~~Release Agreement, dated ~~May 12, 2022~~February 2, 2023	~~8-K~~10-Q	~~5/18/2022~~Filed herewith
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~~Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	Filed herewith
32.2	Certification of ~~Chief~~Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	Filed herewith
101.INS	iXBRL Instance Document
101.SCH	iXBRL Taxonomy Extension Schema Document
101.CAL	iXBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	iXBRL Taxonomy Extension Definition Linkbase Document
101.LAB	iXBRL Taxonomy Extension Label Linkbase Document
101.PRE	iXBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File formatted in iXBRL

*Management contract or compensatory plan

3932

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~~DAWN HOOPER
						~~Tim Mullany~~Dawn Hooper
						~~Executive~~Senior Vice President, ~~and Chief Financial Officer~~Controller (principal financial officer) (Duly Authorized Signatory)

Date: ~~May 27, 2022~~March 1, 2023

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	12 Weeks Ended April 11, 2021
	Jack in the Box		Del Taco		Total
Sources of revenue:
Company restaurant sales	$	85,962	$	—	$	85,962
Franchise rental revenues	77,901		—		77,901
Franchise royalties	43,620		—		43,620
Marketing fees	42,317		—		42,317
Technology and sourcing fees	3,806		—		3,806
Franchise fees and other services	3,611		—		3,611
Total revenue	$	257,217	$	—	$	257,217


	28 Weeks Ended April 17, 2022
	Jack in the Box		Del Taco		Total
Sources of revenue:
Company restaurant sales	$	214,306	$	57,059	$	271,365
Franchise rental revenues	178,791		864		179,655
Franchise royalties	100,581		2,645		103,226
Marketing fees	97,191		2,158		99,349
Technology and sourcing fees	8,575		205		8,780
Franchise fees and other services	4,604		26		4,630
Total revenue	$	604,048	$	62,957	$	667,005


	28 Weeks Ended April 11, 2021
	Jack in the Box		Del Taco		Total
Sources of revenue:
Company restaurant sales	$	200,240	$	—	$	200,240
Franchise rental revenues	181,650		—		181,650
Franchise royalties	100,963		—		100,963
Marketing fees	98,093		—		98,093
Technology and sourcing fees	8,896		—		8,896
Franchise fees and other services	5,916		—		5,916
Total revenue	$	595,758	$	—	$	595,758


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


	Finance Leases		Operating Leases
Fiscal year:
Remainder of 2022	$	491	$	113,985
2023	979		221,635
2024	400		185,228
2025	38		178,781
2026	26		161,832
Thereafter	26		845,684
Total future lease payments (1)	$	1,960	$	1,707,145
Less imputed interest	(96)		(360,372)
Present value of lease liabilities	$	1,864	$	1,346,773
Less current portion	(930)		(174,065)
Long-term lease obligations	$	934	$	1,172,708


	April 17, 2022		October 3, 2021
Series 2019-1 Class A-2-I Notes	$	—	$	570,688
Series 2019-1 Class A-2-II Notes	272,250		272,938
Series 2019-1 Class A-2-III Notes	445,500		446,625
Series 2022-1 Class A-2-I Notes	550,000		—
Series 2022-1 Class A-2-II Notes	550,000		—
Series 2022-1 Class A-2-I Variable Funding Notes	50,000		—
Revolving Credit Facility	4,000		—
Finance lease obligations and other debt	2,233		2,275
Total debt	1,873,983		1,292,526
Less current maturities of long-term debt	(34,202)		(894)
Less unamortized debt issuance costs	(27,196)		(18,212)
Long-term debt	$	1,812,585	$	1,273,420


Remainder of 2022	$	15,564
2023	34,095
2024	29,403
2025	29,338
2026	289,208
Thereafter	1,476,375
	$	1,873,983


	Quarter	Year-to-Date
Increase in the average number of restaurants		$	3.5	$	7.2
AUV increase		4.8		6.9
Total change in company restaurant sales		$	8.3	14.1