COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Apr. 17, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 17, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-9390 | |
Entity Registrant Name | JACK IN THE BOX INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-2698708 | |
Entity Address, Address Line One | 9357 Spectrum Center Blvd. | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92123 | |
City Area Code | 858 | |
Local Phone Number | 571-2121 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | JACK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,045,960 | |
Entity Central Index Key | 0000807882 | |
Current Fiscal Year End Date | --10-02 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 17, 2022 | Oct. 03, 2021 |
Current assets: | ||
Cash | $ 55,719 | $ 55,346 |
Restricted cash | 28,914 | 18,222 |
Accounts and other receivables, net | 52,461 | 74,335 |
Inventories | 5,845 | 2,335 |
Prepaid expenses | 20,486 | 12,682 |
Current assets held for sale | 3,695 | 1,692 |
Other current assets | 4,828 | 4,346 |
Total current assets | 171,948 | 168,958 |
Property and equipment: | ||
Property and equipment, at cost | 1,282,161 | 1,133,038 |
Less accumulated depreciation and amortization | (819,037) | (810,124) |
Property and equipment, net | 463,124 | 322,914 |
Other assets: | ||
Operating lease right-of-use assets | 1,337,950 | 934,066 |
Intangible assets, net | 12,726 | 470 |
Trademarks | 283,500 | 0 |
Goodwill | 329,758 | 47,774 |
Deferred tax assets | 0 | 51,517 |
Other assets, net | 224,747 | 224,438 |
Total other assets | 2,188,681 | 1,258,265 |
Total assets | 2,823,753 | 1,750,137 |
Current liabilities: | ||
Current maturities of long-term debt | 34,202 | 894 |
Current operating lease liabilities | 174,065 | 150,636 |
Accounts payable | 48,559 | 29,119 |
Accrued liabilities | 161,897 | 148,417 |
Total current liabilities | 418,723 | 329,066 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 1,812,585 | 1,273,420 |
Long-term operating lease liabilities, net of current portion | 1,172,708 | 809,191 |
Deferred tax liabilities | 43,399 | 0 |
Other long-term liabilities | 159,955 | 156,342 |
Total long-term liabilities | 3,188,647 | 2,238,953 |
Stockholders’ deficit: | ||
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued | 0 | 0 |
Common stock $0.01 par value, 175,000,000 shares authorized, 82,568,575 and 82,536,059 issued, respectively | 826 | 825 |
Capital in excess of par value | 505,002 | 500,441 |
Retained earnings | 1,792,824 | 1,764,412 |
Accumulated other comprehensive loss | (72,963) | (74,254) |
Treasury stock, at cost, 61,523,475 shares | (3,009,306) | (3,009,306) |
Total stockholders’ deficit | (783,617) | (817,882) |
Total liabilities and stockholders' equity | $ 2,823,753 | $ 1,750,137 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 17, 2022 | Oct. 03, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares issued (in shares) | 82,568,575 | 82,536,059 |
Treasury stock (in shares) | 61,523,475 | 61,523,475 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Revenues: | $ 322,294 | $ 257,217 | $ 667,005 | $ 595,758 |
Operating costs and expenses, net: | ||||
Food and packaging | 46,871 | 23,938 | 84,408 | 56,315 |
Payroll and employee benefits | 50,910 | 26,440 | 90,635 | 61,371 |
Occupancy and other | 29,171 | 13,349 | 50,048 | 31,184 |
Franchise occupancy expenses | 49,244 | 48,904 | 113,227 | 114,073 |
Selling, general and administrative expenses | 28,479 | 18,861 | 53,818 | 39,360 |
Depreciation and amortization | 11,545 | 10,696 | 24,041 | 25,267 |
Other operating expenses, net | 14,367 | 1,228 | 18,210 | 776 |
Gains on the sale of company-operated restaurants | (810) | (1,532) | (858) | (2,815) |
Total operating costs and expenses | 284,050 | 192,329 | 555,021 | 441,944 |
Earnings from operations | 38,244 | 64,888 | 111,984 | 153,814 |
Other pension and post-retirement expenses, net | 70 | 203 | 163 | 474 |
Interest expense, net | 26,481 | 15,227 | 46,668 | 35,962 |
Earnings before income taxes | 11,693 | 49,458 | 65,153 | 117,378 |
Income taxes | 3,897 | 13,524 | 18,087 | 30,585 |
Net earnings | $ 7,796 | $ 35,934 | $ 47,066 | $ 86,793 |
Earnings per share: | ||||
Basic (in USD per share) | $ 0.37 | $ 1.58 | $ 2.22 | $ 3.80 |
Diluted (in USD per share) | 0.37 | 1.58 | 2.21 | 3.78 |
Cash dividends declared per common share (in USD per share) | $ 0.44 | $ 0.40 | $ 0.88 | $ 0.80 |
Company restaurant sales | ||||
Revenues: | $ 151,309 | $ 85,962 | $ 271,365 | $ 200,240 |
Franchise rental revenues | ||||
Revenues: | 76,556 | 77,901 | 179,655 | 181,650 |
Operating costs and expenses, net: | ||||
Franchise support and other costs | 5,015 | 3,341 | 8,926 | 6,614 |
Franchise advertising and other services expenses | 49,258 | 47,104 | 112,566 | 109,799 |
Franchise royalties and other | ||||
Revenues: | 47,101 | 47,231 | 107,856 | 106,879 |
Franchise contributions for advertising and other services | ||||
Revenues: | $ 47,328 | $ 46,123 | $ 108,129 | $ 106,989 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 7,796 | $ 35,934 | $ 47,066 | $ 86,793 |
Actuarial losses and prior service costs reclassified to earnings | 746 | 1,138 | 1,743 | 2,655 |
Unrecognized periodic benefit costs | 746 | 1,138 | 1,743 | 2,655 |
Tax effect | (193) | (296) | (452) | (690) |
Other comprehensive income, net of taxes | 553 | 842 | 1,291 | 1,965 |
Comprehensive income | $ 8,349 | $ 36,776 | $ 48,357 | $ 88,758 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 17, 2022 | Apr. 11, 2021 | |
Cash flows from operating activities: | ||
Net earnings | $ 47,066 | $ 86,793 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 24,041 | 25,267 |
Amortization of franchise tenant improvement allowances and incentives | 2,127 | 1,534 |
Deferred finance cost amortization | 3,060 | 3,013 |
Loss on extinguishment of debt | 7,700 | 0 |
Tax deficiency (excess tax benefit) from share-based compensation arrangements | 49 | (1,112) |
Deferred income taxes | 5,529 | (882) |
Share-based compensation expense | 3,934 | 2,836 |
Pension and post-retirement expense | 163 | 474 |
Losses (gains) on cash surrender value of company-owned life insurance | 3,163 | (9,352) |
Gains on the sale of company-operated restaurants | (858) | (2,815) |
Gains on the disposition of property and equipment, net | (286) | (1,931) |
Impairment charges and other | 1,109 | 1,340 |
Changes in assets and liabilities, excluding acquisitions: | ||
Accounts and other receivables | 26,257 | (4,490) |
Inventories | (277) | (288) |
Prepaid expenses and other current assets | (6,716) | 3,461 |
Operating lease right-of-use assets and lease liabilities | 9,155 | (19,075) |
Accounts payable | 1,297 | (7,409) |
Accrued liabilities | (52,286) | 6,499 |
Pension and post-retirement contributions | (3,693) | (3,577) |
Franchise tenant improvement allowance and incentive disbursements | (1,629) | (567) |
Other | (1,077) | (1,175) |
Cash flows provided by operating activities | 67,828 | 78,544 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (20,781) | (22,928) |
Acquisition of Del Taco, net of cash acquired | (580,792) | 0 |
Proceeds from the sale of property and equipment | 2,245 | 3,629 |
Proceeds from the sale and leaseback of assets | 1,861 | 0 |
Proceeds from the sale of company-operated restaurants | 600 | 965 |
Other | (1,315) | 2,616 |
Cash flows used in investing activities | (598,182) | (15,718) |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 63,000 | 0 |
Repayments of borrowings on revolving credit facilities | (9,000) | (107,875) |
Proceeds from the issuance of debt | 1,100,000 | 0 |
Principal repayments on debt | (572,958) | (415) |
Payment of debt issuance and extinguishment costs | (20,274) | 0 |
Dividends paid on common stock | (18,526) | (18,130) |
Proceeds from issuance of common stock | 51 | 4,340 |
Repurchases of common stock | 0 | (65,000) |
Payroll tax payments for equity award issuances | (874) | (3,892) |
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 and restricted cash at beginning of period | 73,568 | 236,920 |
Cash and restricted cash at end of period | $ 84,633 | $ 108,774 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Apr. 17, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 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, there were 172 company-operated and 2,035 franchise-operated Jack in the Box restaurants and 293 company-operated and 306 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 (“2021 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our 2021 Form 10-K, with the exception of the significant accounting policies below that were adopted or applied upon the acquisition of Del Taco. In our opinion, all adjustments considered necessary for a fair presentation of financial condition and results of operations for these interim periods have been included. Operating results for one interim period are not necessarily indicative of the results for any other interim period or for the full year. Fiscal year — The Company’s fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Our Del Taco subsidiary operates on a fiscal year ending the Tuesday closest to September 30. Fiscal years 2022 and 2021 include 52 and 53 weeks, respectively. Our first quarter includes 16 weeks and all other quarters include 12 weeks, with the exception of the fourth quarter of fiscal 2021, which includes 13 weeks. All comparisons between 2022 and 2021 refer to the 12 weeks (“quarter”) and 28 weeks (“year-to-date”) ended April 17, 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 and 2021, marketing fund contributions from Jack in the Box franchise and company-operated restaurants were approximately 5.0% of sales. In 2022, marketing fund contributions from Del Taco franchise and company-operated restaurants were approximately 4.0% of sales. Total contributions made by the Company are included in “Selling, general, and administrative expenses” in the accompanying condensed consolidated statements of earnings and for the quarter and year-to-date totaled $7.1 million and $13.1 million, respectively, in 2022 and $4.3 million and $10.1 million, respectively, in 2021. Allowance for credit losses — The Company closely monitors the financial condition of our franchisees and estimates the allowance for credit losses based on the lifetime expected loss on receivables. These estimates are based on historical collection experience with our franchisees as well as other factors, including current market conditions and events. Credit quality is monitored through the timing of payments compared to predefined aging criteria and known facts regarding the financial condition of the franchisee or customer. Account balances are charged off against the allowance after recovery efforts have ceased. The following table summarizes the activity in our allowance for doubtful accounts (in thousands) : Year-to-date April 17, April 11, 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. |
REVENUE
REVENUE | 6 Months Ended |
Apr. 17, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 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 (in thousands) : 12 Weeks Ended April 17, 2022 Jack in the Box Del Taco Total Sources of revenue: Company restaurant sales $ 94,250 $ 57,059 $ 151,309 Franchise rental revenues 75,692 864 76,556 Franchise royalties 42,933 2,645 45,578 Marketing fees 41,390 2,158 43,548 Technology and sourcing fees 3,575 205 3,780 Franchise fees and other services 1,497 26 1,523 Total revenue $ 259,337 $ 62,957 $ 322,294 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 Contract liabilities — Our contract liabilities consist of deferred revenue resulting from initial franchise and development fees received from franchisees for new restaurant openings or new franchise terms, which are recognized over the franchise term. We classify these contract liabilities as “Accrued liabilities” and “Other long-term liabilities” in our condensed consolidated balance sheets. A summary of significant changes in our contract liabilities is presented below (in thousands) : Year-to-date April 17, April 11, 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 As of April 17, 2022, approximately $4.9 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 (in thousands) : Remainder of 2022 $ 2,361 2023 4,977 2024 4,778 2025 4,543 2026 4,214 Thereafter 21,312 $ 42,185 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. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Apr. 17, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION On March 8, 2022 (the “Closing Date”), the Company acquired 100% of the outstanding equity interest of Del Taco Restaurants, Inc. (“Del Taco”) for cash according to the terms and conditions of the Agreement and Plan of Merger, dated as of December 5, 2021 (the “Merger Agreement”). Del Taco is a nationwide operator and franchisor of restaurants featuring fresh and fast Mexican and American inspired cuisines. Jack in the Box acquired Del Taco as a part of the Company’s goal to gain greater scale and accelerate growth. In connection with the transaction, the Company repaid Del Taco's existing debt of $115.2 million related to a syndicated credit facility and Del Taco entered into a new syndicated credit facility. The total purchase consideration for Del Taco was $593.3 million. Each share of Del Taco common stock issued and outstanding was converted into the right to receive $12.51 in cash without interest, less any applicable withholding taxes (“Merger Consideration”). Additionally, in connection with the transaction, each Del Taco equity award granted under Del Taco’s equity compensation plans was either (i) converted into the right to receive Merger Consideration or (ii) converted into equity awards with respect to Jack in the Box common stock. Other components of purchase consideration include cash paid to settle Del Taco’s existing debt and $7.1 million of seller transaction costs funded by Jack in the Box. As part of the Merger Agreement, on the Closing Date, the Company assumed Del Taco’s historical equity compensation plans. The awards under Del Taco’s historical equity compensation plans that were not subject to accelerated vesting were exchanged for replacement awards of the Company, which included Del Taco’s non-accelerating restricted stock awards (“non-accelerating RSAs”). Immediately following the Merger, these replacement awards were modified to accelerate the remaining vesting period to be one year following the Closing Date, other than the awards already scheduled to vest on June 30, 2022. The portion of the fair value of the replacement awards associated with pre-acquisition service of Del Taco’s employees represented a component of the total purchase consideration. The remaining fair value of these replacement awards are subject to the recipients’ continued service and thus were excluded from the purchase price. The awards which are subject to continued service will be recognized ratably as stock-based compensation expense over the requisite service period. The acquisition of Del Taco was funded by cash on hand and borrowings under our 2022 Class A-2 Notes and 2022 Variable Funding Notes. The Company recognized transaction costs of $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 the acquisition method of accounting in accordance with ASC 805, Business Combinations , with the Company treated as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value. Purchase consideration — The following summarizes the purchase consideration paid to Del Taco shareholders (in thousands, except per share data) : Amount Del Taco shares outstanding as of March 8, 2022 36,442 Del Taco RSAs subject to accelerated vesting 805 Del Taco RSUs subject to accelerated vesting 70 Del Taco options subject to accelerated vesting 292 Total Del Taco shares outstanding 37,610 Merger Consideration (per Del Taco share) $ 12.51 Total cash consideration paid to selling shareholders $ 470,500 Del Taco transaction costs paid by Jack in the Box (1) 7,141 Del Taco closing indebtedness settled by Jack in the Box (2) 115,219 Replacement share-based payment awards pre-combination vesting expense 449 Preliminary aggregate purchase consideration $ 593,309 ____________________________ (1) Represents the portion of Del Taco merger-related transaction costs that were paid at the Closing Date by the Company. (2) Represents the closing indebtedness of Del Taco’s existing debt that was paid at the Closing Date by the Company. 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 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 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. Unaudited pro forma results — The following unaudited pro forma combined financial information presents the Company’s results as though Del Taco and the Company had been combined as the beginning of fiscal year 2021. The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from this acquisition, mainly including adjustments to reflect additional amortization expense from acquired intangibles, incremental depreciation expense from the fair value property and equipment, elimination of historical interest expense associated with both Del Taco’s and the Company’s historical indebtedness, additional interest expense associated with the new Del Taco revolving credit facility and the Company’s new borrowings as part of the refinancing to fund the acquisition, adjusted rent expense reflecting the acquired right-of-use assets and liabilities to their estimated acquisition-date values based upon preliminary valuation of related lease intangibles and remaining payments, as well as the fair value adjustments made to leasehold improvements, certain material non-recurring adjustments and the tax-related effects as though Del Taco was combined as of the beginning of fiscal 2021. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2021, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses. 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, April 11, April 17, April 11, 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, Del Taco had total revenues of $63.0 million and net earnings of $2.5 million. |
SUMMARY OF REFRANCHISINGS AND F
SUMMARY OF REFRANCHISINGS AND FRANCHISE ACQUISITIONS | 6 Months Ended |
Apr. 17, 2022 | |
Summary Of Refranchisings, Franchisee Development And Acquisitions [Abstract] | |
SUMMARY OF REFRANCHISINGS AND FRANCHISE ACQUISITIONS | SUMMARY OF REFRANCHISINGS AND FRANCHISE ACQUISITIONS Refranchisings — In 2022 and 2021, no company-operated restaurants were sold to franchisees. Amounts included in “Gains on the sale of company-operated restaurants” in both periods related to resolutions of certain contingencies from the sale of Jack in the Box restaurants in prior years. Franchise acquisitions — In 2022, we acquired thirteen Jack in the Box restaurants in two markets, and during 2021 we acquired four Jack in the Box franchise restaurants in one market. We account for the acquisition of franchised restaurants using the acquisition method of accounting for business combinations. The purchase price allocations were based on fair value estimates determined using significant unobservable inputs (Level 3). These acquisitions were not material to our condensed consolidated financial statements in either year. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Apr. 17, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET The changes in the carrying amount of goodwill during fiscal 2022 and 2021 were as follows ( in thousands ): Balance at September 27, 2020 $ 47,161 Acquisition of Jack in the Box franchise-operated restaurants 613 Balance at October 3, 2021 47,774 Acquisition of Del Taco Restaurants, Inc. 281,710 Acquisition of Jack in the Box franchise-operated restaurants 274 Balance at April 17, 2022 $ 329,758 The net carrying amounts of intangible assets other than goodwill with definite lives are as follows ( in thousands ): April 17, October 3, Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Sublease assets $ 2,671 $ (39) $ 2,632 $ — $ — $ — Franchise contracts 9,700 (62) 9,638 — — — Reacquired franchise rights 557 (101) 456 542 (72) 470 Total $ 12,928 $ (202) $ 12,726 $ 542 $ (72) $ 470 The following table summarizes, as of April 17, 2022, the estimated amortization expense for each of the next five fiscal years ( in thousands ): Remainder of 2022 $ 423 2023 $ 814 2024 $ 814 2025 $ 814 2026 $ 811 |
LEASES
LEASES | 6 Months Ended |
Apr. 17, 2022 | |
Leases [Abstract] | |
LEASES | 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, April 11, April 17, April 11, 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. The following table presents as of April 17, 2022, the annual maturities of our lease liabilities ( 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 ____________________________ (1) Total future lease payments include non-cancellable commitments of $2.0 million for finance leases and $1,479.2 million for operating leases. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Apr. 17, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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 Significant Significant Fair value measurements as of April 17, 2022: Non-qualified deferred compensation plan (1) $ 15,728 $ 15,728 $ — $ — Total liabilities at fair value $ 15,728 $ 15,728 $ — $ — Fair value measurements as of October 3, 2021: Non-qualified deferred compensation plan (1) $ 18,555 $ 18,555 $ — $ — Total liabilities at fair value $ 18,555 $ 18,555 $ — $ — ____________________________ (1) We maintain an unfunded defined contribution plan for key executives and other members of management. The fair value of this obligation is based on the closing market prices of the participants’ elected investments. The obligation is included in “Accrued liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheets. (2) We did not have any transfers in or out of Level 1, 2 or 3. The following table presents the carrying value and estimated fair value of our Class A-2 Notes as of April 17, 2022 and October 3, 2021 ( in thousands ): April 17, October 3, Carrying Amount Fair Value Carrying Amount Fair Value Series 2019 Class A-2 Notes $ 717,750 $ 711,912 $ 1,290,251 $ 1,351,056 Series 2022 Class A-2 Notes $ 1,100,000 $ 1,028,555 $ — $ — 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, we had $50.0 million of outstanding borrowings under our Variable Funding Notes and $4.0 million under our revolving credit facility. The fair value of these loans approximates their carrying value due to the variable rate nature of these borrowings. Non-financial assets and liabilities — Our non-financial instruments, which primarily consist of property and equipment, operating lease right-of-use assets, goodwill and intangible assets, are reported at carrying value and are not required to be measured at fair value on a recurring basis. However, on an annual basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, non-financial instruments are assessed for impairment. If applicable, the carrying values are written down to fair value. In connection with our impairment reviews performed during 2022, no material fair value adjustments were required. |
INDEBTEDNESS
INDEBTEDNESS | 6 Months Ended |
Apr. 17, 2022 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS April 17, October 3, 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. 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 |
OTHER OPERATING EXPENSE, NET
OTHER OPERATING EXPENSE, NET | 6 Months Ended |
Apr. 17, 2022 | |
Restructuring and Related Activities [Abstract] | |
OTHER OPERATING EXPENSE, NET | OTHER OPERATING EXPENSE, NET Other operating expenses, net in the accompanying condensed consolidated statements of earnings is comprised of the following ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, Acquisition, integration, and restructuring costs (1) $ 13,098 $ (2) $ 16,111 $ 4 Costs of closed restaurants and other (2) 650 441 1,722 1,464 Accelerated depreciation 288 560 663 1,239 Losses (gains) on disposition of property and equipment, net 331 229 (286) (1,931) $ 14,367 $ 1,228 $ 18,210 $ 776 ____________________________ (1) Acquisition, integration, and restructuring costs include costs incurred by the Company, including integration costs and fees related to advisory, legal, investment banking, and other professional services, all of which are directly attributable to the Del Taco acquisition. (2) Costs of closed restaurants primarily include impairment charges as a result of our decision to close restaurants, ongoing costs associated with closed restaurants, and canceled project costs. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Apr. 17, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Our principal business consists of developing, operating and franchising our Jack in the Box and Del Taco restaurant brands, each of which we consider a reportable operating segment. This segment reporting structure reflects our current management structure, internal reporting method and financial information used in deciding how to allocate our resources. Based upon certain quantitative thresholds, each operating segment is considered a reportable segment. We measure and evaluate our segments based on segment revenues and segment profit. Our measure of segment profit excludes depreciation and amortization, share-based compensation, company-owned life insurance (“COLI”) gains/losses, net of changes in our non-qualified deferred compensation obligation supported by these policies, acquisition, integration, and restructuring expenses, gains on the sale of company-operated restaurants, and amortization of favorable and unfavorable leases and subleases, net. The following table provides information related to our operating segments in each period ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, 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 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. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Apr. 17, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe income tax provisions reflect tax rates of 33.3% in the second quarter and 27.8% year-to-date, compared with 27.3% and 26.1%, respectively, in fiscal year 2021. The major components of the year-over-year increase in tax rates were non-deductible losses in the current year versus non-taxable gains in the prior year from the market performance of insurance products used to fund certain non-qualified retirement plans, a decrease in the impact of excess tax benefit on share-based compensation, and an increase in non-deductible transaction costs resulting from the Del Taco acquisition, partially offset by an adjustment related to state taxes recorded in the second quarter of fiscal year 2021. |
RETIREMENT PLANS
RETIREMENT PLANS | 6 Months Ended |
Apr. 17, 2022 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS Defined benefit pension plans — We sponsor two defined benefit pension plans, a frozen “Qualified Plan” covering substantially all full-time employees hired prior to January 1, 2011, and an unfunded supplemental executive retirement plan (“SERP”) which provides certain employees additional pension benefits and was closed to new participants effective January 1, 2007. Benefits under both plans are based on the employee’s years of service and compensation over defined periods of employment. Post-retirement healthcare plans — We also sponsor two healthcare plans, closed to new participants, that provide post-retirement medical benefits to certain employees who have met minimum age and service requirements. The plans are contributory, with retiree contributions adjusted annually, and they contain other cost-sharing features such as deductibles and coinsurance. Net periodic benefit cost — The components of net periodic benefit cost in each period were as follows ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, Defined benefit pension plans: Interest cost $ 3,389 $ 3,398 $ 7,904 $ 7,930 Expected return on plan assets (4,178) (4,463) (9,747) (10,414) Actuarial losses (1) 890 1,213 2,078 2,829 Amortization of unrecognized prior service costs (1) 4 4 10 10 Net periodic benefit cost $ 105 $ 152 $ 245 $ 355 Post-retirement healthcare plans: Interest cost $ 113 $ 130 $ 263 $ 303 Actuarial gains (1) (148) (79) (345) (184) Net periodic benefit cost $ (35) $ 51 $ (82) $ 119 ____________________________ (1) Amounts were reclassified from accumulated OCI into net earnings as a component of “Other pension and post-retirement expenses, net.” Future cash flows — Our policy is to fund our plans at or above the minimum required by law. As of January 1, 2021, the date of our last actuarial funding valuation, there was no minimum contribution funding requirement for the Qualified Plan. Details regarding 2022 contributions are as follows ( in thousands ): SERP Post-Retirement Net year-to-date contributions $ 3,057 $ 636 Remaining estimated net contributions during fiscal 2022 $ 2,159 $ 496 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. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Apr. 17, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | 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 Amount Capital in Retained Accumulated Treasury 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 Amount Capital in Retained Accumulated Treasury 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. |
AVERAGE SHARES OUTSTANDING
AVERAGE SHARES OUTSTANDING | 6 Months Ended |
Apr. 17, 2022 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |
AVERAGE SHARES OUTSTANDING | AVERAGE SHARES OUTSTANDING The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, Weighted-average shares outstanding – basic 21,227 22,723 21,215 22,863 Effect of potentially dilutive securities: Nonvested stock awards and units 34 50 39 72 Stock options 1 9 1 8 Performance share awards — 2 — 2 Weighted-average shares outstanding – diluted 21,262 22,784 21,255 22,945 Excluded from diluted weighted-average shares outstanding: Antidilutive 23 32 15 39 Performance conditions not satisfied at the end of the period 63 36 63 36 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Apr. 17, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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. In August 2010, five former Jack in the Box employees instituted litigation in federal court in Oregon alleging claims under the federal Fair Labor Standards Act and Oregon wage and hour laws. The plaintiffs alleged that Jack in the Box failed to pay non-exempt employees for certain meal breaks and improperly made payroll deductions for shoe purchases and for workers’ compensation expenses, and later added additional claims relating to timing of final pay and related wage and hour claims involving employees of a franchisee. In 2016, the court dismissed the federal claims and those relating to franchise employees. In June 2017, the court granted class certification with respect to state law claims of improper deductions and late payment of final wages. The parties participated in a voluntary mediation on March 16, 2020, but the matter did not settle. The Company continues to dispute liability and the plaintiffs’ damages calculations and will continue to vigorously defend against the lawsuit. In March 2014, a former Del Taco employee filed a purported Private Attorneys General Act claim and class action alleging various causes of action under California’s labor, wage, and hour laws. The plaintiff generally alleges Del Taco did not appropriately provide meal and rest breaks and failed to pay wages and reimburse business expenses to its California non-exempt employees. On November 12, 2021, the court granted, in part, the plaintiff's motion for class certification. The parties participated in a voluntary mediation on May 24, 2022, but the matter did not settle. The Company continues to dispute liability, the standing of a majority of the class members and plaintiff’s damages calculations. Other legal matters — In addition to the matter described above, we are subject to normal and routine litigation brought by former or current employees, customers, franchisees, vendors, landlords, shareholders or others. We intend to defend ourselves in any such matters. Some of these matters may be covered, at least in part, by insurance or other third party indemnity obligation. We record receivables from third party insurers when recovery has been determined to be probable. Lease guarantees — We remain contingently liable for certain leases relating to our former Qdoba business which we sold in fiscal 2018. Under the Qdoba Purchase Agreement, the buyer has indemnified the Company of all claims related to these guarantees. As of April 17, 2022, the maximum potential liability of future undiscounted payments under these leases is approximately $25.4 million. The lease terms extend for a maximum of approximately 16 more years and we would remain a guarantor of the leases in the event the leases are extended for any established renewal periods. In the event of default, we believe the exposure is limited due to contractual protections and recourse available in the lease agreements, as well as the Qdoba Purchase Agreement, including a requirement of the landlord to mitigate damages by re-letting the properties in default, and indemnity from the Buyer. The Company has not recorded a liability for these guarantees as we believe the likelihood of making any future payments is remote. |
SUPPLEMENTAL CONSOLIDATED CASH
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION | 6 Months Ended |
Apr. 17, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION | SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (in thousands) Year-to-date April 17, April 11, 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 |
SUPPLEMENTAL CONSOLIDATED BALAN
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION | 6 Months Ended |
Apr. 17, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION | SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION (in thousands) April 17, October 3, Accounts and other receivables, net: Trade $ 49,972 $ 75,273 Notes receivable, current portion 1,363 1,467 Income tax receivable 907 1,157 Other 5,963 2,730 Allowance for doubtful accounts (5,744) (6,292) $ 52,461 $ 74,335 Prepaid expenses: Prepaid income taxes $ 8,942 $ 651 Other 11,544 12,031 $ 20,486 $ 12,682 Property and equipment, net Land $ 103,222 $ 105,393 Buildings 998,155 907,792 Restaurant and other equipment 164,953 112,959 Construction in progress 15,831 6,894 1,282,161 1,133,038 Less accumulated depreciation and amortization (819,037) (810,124) $ 463,124 $ 322,914 Other assets, net: Company-owned life insurance policies $ 120,403 $ 123,566 Deferred rent receivable 45,016 46,234 Franchise tenant improvement allowance 32,832 34,124 Notes receivable, less current portion 4,483 4,544 Other 22,013 15,970 $ 224,747 $ 224,438 Accrued liabilities: Payroll and related taxes $ 40,561 $ 34,649 Insurance 32,918 21,218 Sales and property taxes 16,715 23,174 Deferred rent income 8,826 17,892 Advertising 4,004 13,097 Deferred franchise and development fees 5,304 4,949 Other 53,569 33,438 $ 161,897 $ 148,417 Other long-term liabilities: Defined benefit pension plans $ 68,123 $ 70,354 Deferred franchise and development fees 41,793 36,571 Other 50,039 49,417 $ 159,955 $ 156,342 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Apr. 17, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividends — On May 13, 2022, the Board of Directors declared a cash dividend of $0.44 per common share, to be paid on June 22, 2022, to shareholders of record as of the close of business on June 7, 2022. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Apr. 17, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations | 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 ® |
Basis of presentation | 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 (“2021 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our 2021 Form 10-K, with the exception of the significant accounting policies below that were adopted or applied upon the acquisition of Del Taco. In our opinion, all adjustments considered necessary for a fair presentation of financial condition and results of operations for these interim periods have been included. Operating results for one interim period are not necessarily indicative of the results for any other interim period or for the full year. |
Fiscal year | Fiscal year — The Company’s fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Our Del Taco subsidiary operates on a fiscal year ending the Tuesday closest to September 30. Fiscal years 2022 and 2021 include 52 and 53 weeks, respectively. Our first quarter includes 16 weeks and all other quarters include 12 weeks, with the exception of the fourth quarter of fiscal 2021, which includes 13 weeks. All comparisons between 2022 and 2021 refer to the 12 weeks (“quarter”) and 28 weeks (“year-to-date”) ended April 17, 2022 and April 11, 2021, respectively, unless otherwise indicated. |
Use of estimates | 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 | Advertising costs — We administer marketing funds at each of our restaurant brands that include contractual contributions. In 2022 and 2021, marketing fund contributions from Jack in the Box franchise and company-operated restaurants were approximately 5.0% of sales. In 2022, marketing fund contributions from Del Taco franchise and company-operated restaurants were approximately 4.0% of sales. Total contributions made by the Company are included in “Selling, general, and administrative expenses” in the accompanying condensed consolidated statements of earnings and for the quarter and year-to-date totaled $7.1 million and $13.1 million, respectively, in 2022 and $4.3 million and $10.1 million, respectively, in 2021. Allowance for credit losses — The Company closely monitors the financial condition of our franchisees and estimates the allowance for credit losses based on the lifetime expected loss on receivables. These estimates are based on historical collection experience with our franchisees as well as other factors, including current market conditions and events. Credit quality is monitored through the timing of payments compared to predefined aging criteria and known facts regarding the financial condition of the franchisee or customer. Account balances are charged off against the allowance after recovery efforts have ceased. The following table summarizes the activity in our allowance for doubtful accounts (in thousands) : Year-to-date April 17, April 11, 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. |
Effect of new accounting pronouncements adopted in fiscal 2020 | 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. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of New Accounting Standard Impact | The following table summarizes the activity in our allowance for doubtful accounts (in thousands) : Year-to-date April 17, April 11, 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) |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of revenue — The following table disaggregates revenue by segment and primary source (in thousands) : 12 Weeks Ended April 17, 2022 Jack in the Box Del Taco Total Sources of revenue: Company restaurant sales $ 94,250 $ 57,059 $ 151,309 Franchise rental revenues 75,692 864 76,556 Franchise royalties 42,933 2,645 45,578 Marketing fees 41,390 2,158 43,548 Technology and sourcing fees 3,575 205 3,780 Franchise fees and other services 1,497 26 1,523 Total revenue $ 259,337 $ 62,957 $ 322,294 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 |
Changes in Contract Liabilities | A summary of significant changes in our contract liabilities is presented below (in thousands) : Year-to-date April 17, April 11, 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 |
Remaining Performance Obligation, Expected Timing of Satisfaction | 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 (in thousands) : Remainder of 2022 $ 2,361 2023 4,977 2024 4,778 2025 4,543 2026 4,214 Thereafter 21,312 $ 42,185 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Business Combinations [Abstract] | |
Summary of Recognized Identified Assets Acquired and Liabilities Assumed | The following summarizes the purchase consideration paid to Del Taco shareholders (in thousands, except per share data) : Amount Del Taco shares outstanding as of March 8, 2022 36,442 Del Taco RSAs subject to accelerated vesting 805 Del Taco RSUs subject to accelerated vesting 70 Del Taco options subject to accelerated vesting 292 Total Del Taco shares outstanding 37,610 Merger Consideration (per Del Taco share) $ 12.51 Total cash consideration paid to selling shareholders $ 470,500 Del Taco transaction costs paid by Jack in the Box (1) 7,141 Del Taco closing indebtedness settled by Jack in the Box (2) 115,219 Replacement share-based payment awards pre-combination vesting expense 449 Preliminary aggregate purchase consideration $ 593,309 ____________________________ (1) Represents the portion of Del Taco merger-related transaction costs that were paid at the Closing Date by the Company. (2) Represents the closing indebtedness of Del Taco’s existing debt that was paid at the Closing Date by the Company. (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 |
Schedule of Intangible Assets and the Useful Lives | 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 |
Schedule of Pro Forma Information | 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, April 11, April 17, April 11, Total revenue $ 382,051 $ 377,864 $ 885,082 $ 869,778 Net earnings $ 23,563 $ 33,758 $ 51,854 $ 59,814 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill during fiscal 2022 and 2021 were as follows ( in thousands ): Balance at September 27, 2020 $ 47,161 Acquisition of Jack in the Box franchise-operated restaurants 613 Balance at October 3, 2021 47,774 Acquisition of Del Taco Restaurants, Inc. 281,710 Acquisition of Jack in the Box franchise-operated restaurants 274 Balance at April 17, 2022 $ 329,758 |
Schedule of Intangible Assets | The net carrying amounts of intangible assets other than goodwill with definite lives are as follows ( in thousands ): April 17, October 3, Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Sublease assets $ 2,671 $ (39) $ 2,632 $ — $ — $ — Franchise contracts 9,700 (62) 9,638 — — — Reacquired franchise rights 557 (101) 456 542 (72) 470 Total $ 12,928 $ (202) $ 12,726 $ 542 $ (72) $ 470 |
Schedule Of The Estimated Amortization Expense | The following table summarizes, as of April 17, 2022, the estimated amortization expense for each of the next five fiscal years ( in thousands ): Remainder of 2022 $ 423 2023 $ 814 2024 $ 814 2025 $ 814 2026 $ 811 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Leases [Abstract] | |
Lease Income | The following table presents rental income ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, 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. |
Finance Lease, Future Minimum Lease Payments | The following table presents as of April 17, 2022, the annual maturities of our lease liabilities ( 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 ____________________________ (1) Total future lease payments include non-cancellable commitments of $2.0 million for finance leases and $1,479.2 million for operating leases. |
Operating Lease, Future Minimum Lease Payments | The following table presents as of April 17, 2022, the annual maturities of our lease liabilities ( 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 ____________________________ (1) Total future lease payments include non-cancellable commitments of $2.0 million for finance leases and $1,479.2 million for operating leases. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our financial assets and liabilities measured at fair value on a recurring basis ( in thousands ): Total Quoted Prices Significant Significant Fair value measurements as of April 17, 2022: Non-qualified deferred compensation plan (1) $ 15,728 $ 15,728 $ — $ — Total liabilities at fair value $ 15,728 $ 15,728 $ — $ — Fair value measurements as of October 3, 2021: Non-qualified deferred compensation plan (1) $ 18,555 $ 18,555 $ — $ — Total liabilities at fair value $ 18,555 $ 18,555 $ — $ — ____________________________ (1) We maintain an unfunded defined contribution plan for key executives and other members of management. The fair value of this obligation is based on the closing market prices of the participants’ elected investments. The obligation is included in “Accrued liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheets. (2) We did not have any transfers in or out of Level 1, 2 or 3. |
Carrying Value and Estimated Fair Value of Notes | The following table presents the carrying value and estimated fair value of our Class A-2 Notes as of April 17, 2022 and October 3, 2021 ( in thousands ): April 17, October 3, Carrying Amount Fair Value Carrying Amount Fair Value Series 2019 Class A-2 Notes $ 717,750 $ 711,912 $ 1,290,251 $ 1,351,056 Series 2022 Class A-2 Notes $ 1,100,000 $ 1,028,555 $ — $ — |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | April 17, October 3, 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 |
Schedule of Maturities of Long-term Debt | 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 |
OTHER OPERATING EXPENSE, NET (T
OTHER OPERATING EXPENSE, NET (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Restructuring and Related Activities [Abstract] | |
Impairment, Disposition of Property and Equipment, Restaurant Closing Costs and Restructuring | Other operating expenses, net in the accompanying condensed consolidated statements of earnings is comprised of the following ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, Acquisition, integration, and restructuring costs (1) $ 13,098 $ (2) $ 16,111 $ 4 Costs of closed restaurants and other (2) 650 441 1,722 1,464 Accelerated depreciation 288 560 663 1,239 Losses (gains) on disposition of property and equipment, net 331 229 (286) (1,931) $ 14,367 $ 1,228 $ 18,210 $ 776 ____________________________ (1) Acquisition, integration, and restructuring costs include costs incurred by the Company, including integration costs and fees related to advisory, legal, investment banking, and other professional services, all of which are directly attributable to the Del Taco acquisition. (2) Costs of closed restaurants primarily include impairment charges as a result of our decision to close restaurants, ongoing costs associated with closed restaurants, and canceled project costs. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Segment Reporting [Abstract] | |
Schedule of operating segments | The following table provides information related to our operating segments in each period ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, 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 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. |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost | The components of net periodic benefit cost in each period were as follows ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, Defined benefit pension plans: Interest cost $ 3,389 $ 3,398 $ 7,904 $ 7,930 Expected return on plan assets (4,178) (4,463) (9,747) (10,414) Actuarial losses (1) 890 1,213 2,078 2,829 Amortization of unrecognized prior service costs (1) 4 4 10 10 Net periodic benefit cost $ 105 $ 152 $ 245 $ 355 Post-retirement healthcare plans: Interest cost $ 113 $ 130 $ 263 $ 303 Actuarial gains (1) (148) (79) (345) (184) Net periodic benefit cost $ (35) $ 51 $ (82) $ 119 ____________________________ (1) Amounts were reclassified from accumulated OCI into net earnings as a component of “Other pension and post-retirement expenses, net.” |
Schedule of Defined Benefit Plan Contribution | Details regarding 2022 contributions are as follows ( in thousands ): SERP Post-Retirement Net year-to-date contributions $ 3,057 $ 636 Remaining estimated net contributions during fiscal 2022 $ 2,159 $ 496 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of 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 Amount Capital in Retained Accumulated Treasury 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 Amount Capital in Retained Accumulated Treasury 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) |
AVERAGE SHARES OUTSTANDING (Tab
AVERAGE SHARES OUTSTANDING (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |
Reconciliation Of Basic Weighted-Average Shares Outstanding To Diluted Weighted-Average Shares Outstanding | The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding ( in thousands ): Quarter Year-to-date April 17, April 11, April 17, April 11, Weighted-average shares outstanding – basic 21,227 22,723 21,215 22,863 Effect of potentially dilutive securities: Nonvested stock awards and units 34 50 39 72 Stock options 1 9 1 8 Performance share awards — 2 — 2 Weighted-average shares outstanding – diluted 21,262 22,784 21,255 22,945 Excluded from diluted weighted-average shares outstanding: Antidilutive 23 32 15 39 Performance conditions not satisfied at the end of the period 63 36 63 36 |
SUPPLEMENTAL CONSOLIDATED CAS_2
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Additional Information Related To Cash Flows | Year-to-date April 17, April 11, 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 |
SUPPLEMENTAL CONSOLIDATED BAL_2
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION (Tables) | 6 Months Ended |
Apr. 17, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Supplemental Balance Sheet Disclosures | April 17, October 3, Accounts and other receivables, net: Trade $ 49,972 $ 75,273 Notes receivable, current portion 1,363 1,467 Income tax receivable 907 1,157 Other 5,963 2,730 Allowance for doubtful accounts (5,744) (6,292) $ 52,461 $ 74,335 Prepaid expenses: Prepaid income taxes $ 8,942 $ 651 Other 11,544 12,031 $ 20,486 $ 12,682 Property and equipment, net Land $ 103,222 $ 105,393 Buildings 998,155 907,792 Restaurant and other equipment 164,953 112,959 Construction in progress 15,831 6,894 1,282,161 1,133,038 Less accumulated depreciation and amortization (819,037) (810,124) $ 463,124 $ 322,914 Other assets, net: Company-owned life insurance policies $ 120,403 $ 123,566 Deferred rent receivable 45,016 46,234 Franchise tenant improvement allowance 32,832 34,124 Notes receivable, less current portion 4,483 4,544 Other 22,013 15,970 $ 224,747 $ 224,438 Accrued liabilities: Payroll and related taxes $ 40,561 $ 34,649 Insurance 32,918 21,218 Sales and property taxes 16,715 23,174 Deferred rent income 8,826 17,892 Advertising 4,004 13,097 Deferred franchise and development fees 5,304 4,949 Other 53,569 33,438 $ 161,897 $ 148,417 Other long-term liabilities: Defined benefit pension plans $ 68,123 $ 70,354 Deferred franchise and development fees 41,793 36,571 Other 50,039 49,417 $ 159,955 $ 156,342 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 17, 2022USD ($) | Apr. 11, 2021USD ($) | Apr. 17, 2022USD ($)restaurant | Apr. 11, 2021USD ($) | Oct. 03, 2021 | |
Net Investment Income [Line Items] | |||||
Marketing and advertising expense | $ | $ 7.1 | $ 4.3 | $ 13.1 | $ 10.1 | |
Jack in the box brand restaurant operations | |||||
Net Investment Income [Line Items] | |||||
Contractual obligation (percent) | 5.00% | 5.00% | |||
Del Taco | |||||
Net Investment Income [Line Items] | |||||
Contractual obligation (percent) | 4.00% | ||||
Company operated | Jack in the box brand restaurant operations | |||||
Net Investment Income [Line Items] | |||||
Number of operating segments | 172 | ||||
Company operated | Del Taco | |||||
Net Investment Income [Line Items] | |||||
Number of operating segments | 293 | ||||
Franchise-operated | Jack in the box brand restaurant operations | |||||
Net Investment Income [Line Items] | |||||
Number of operating segments | 2,035 | ||||
Franchise-operated | Del Taco | |||||
Net Investment Income [Line Items] | |||||
Number of operating segments | 306 |
BASIS OF PRESENTATION - Effect
BASIS OF PRESENTATION - Effect of New Accounting Pronouncements (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 17, 2022 | Apr. 11, 2021 | |
Allowance for Credit Loss [Roll Forward] | ||
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) |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) $ in Thousands | 6 Months Ended |
Apr. 17, 2022USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Term of franchise | 20 years |
Development fees | $ 4,900 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues: | $ 322,294 | $ 257,217 | $ 667,005 | $ 595,758 |
Jack in the Box | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 259,337 | 257,217 | 604,048 | 595,758 |
Del Taco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 62,957 | 0 | 62,957 | 0 |
Company restaurant sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 151,309 | 85,962 | 271,365 | 200,240 |
Company restaurant sales | Jack in the Box | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 94,250 | 85,962 | 214,306 | 200,240 |
Company restaurant sales | Del Taco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 57,059 | 0 | 57,059 | 0 |
Franchise Rental Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 76,556 | 77,901 | 179,655 | 181,650 |
Franchise Rental Revenues | Jack in the Box | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 75,692 | 77,901 | 178,791 | 181,650 |
Franchise Rental Revenues | Del Taco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 864 | 0 | 864 | 0 |
Franchise Royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 45,578 | 43,620 | 103,226 | 100,963 |
Franchise Royalties | Jack in the Box | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 42,933 | 43,620 | 100,581 | 100,963 |
Franchise Royalties | Del Taco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 2,645 | 0 | 2,645 | 0 |
Marketing Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 43,548 | 42,317 | 99,349 | 98,093 |
Marketing Fees | Jack in the Box | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 41,390 | 42,317 | 97,191 | 98,093 |
Marketing Fees | Del Taco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 2,158 | 0 | 2,158 | 0 |
Technology and Sourcing Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 3,780 | 3,806 | 8,780 | 8,896 |
Technology and Sourcing Fees | Jack in the Box | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 3,575 | 3,806 | 8,575 | 8,896 |
Technology and Sourcing Fees | Del Taco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 205 | 0 | 205 | 0 |
Franchise Fees and Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 1,523 | 3,611 | 4,630 | 5,916 |
Franchise Fees and Other Services | Jack in the Box | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | 1,497 | 3,611 | 4,604 | 5,916 |
Franchise Fees and Other Services | Del Taco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues: | $ 26 | $ 0 | $ 26 | $ 0 |
REVENUE - Changes in Contract L
REVENUE - Changes in Contract Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 17, 2022 | Apr. 11, 2021 | |
Movement in Deferred Revenue [Roll Forward] | ||
Deferred franchise and development fees at beginning of period | $ 41,520 | $ 43,541 |
Changes due to business combinations | 6,193 | 0 |
Revenue recognized | (2,995) | (3,075) |
Additions | 2,379 | 1,118 |
Deferred franchise and development fees at end of period | $ 47,097 | $ 41,584 |
REVENUE - Estimated Future Fran
REVENUE - Estimated Future Franchise Fees (Details) $ in Thousands | Apr. 17, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 42,185 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-18 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 2,361 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 4,977 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 4,778 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-09-30 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 4,543 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-09-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 4,214 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-09-27 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 21,312 |
REVENUE - Estimated Future Fr_2
REVENUE - Estimated Future Franchise Fees, Period (Details) | Apr. 17, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-18 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-09-30 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-09-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-09-27 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) - USD ($) | Mar. 08, 2022 | Apr. 17, 2022 | Apr. 17, 2022 | Apr. 17, 2022 | Oct. 03, 2021 | Sep. 27, 2020 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 329,758,000 | $ 329,758,000 | $ 329,758,000 | $ 47,774,000 | $ 47,161,000 | |
Del Taco | ||||||
Business Acquisition [Line Items] | ||||||
Ownership acquired | 100.00% | |||||
Consideration transferred | $ 593,309,000 | |||||
Business acquisition, transaction costs | 7,141,000 | |||||
Award vesting period | 1 year | |||||
Transaction costs | 9,900,000 | $ 11,200,000 | ||||
Goodwill | 281,710,000 | |||||
Goodwill, expected tax deductible amount | $ 0 | |||||
Total revenues | $ 63,000,000 | |||||
Net earnings | $ 2,500,000 | |||||
Del Taco | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of shares into cash (in dollars per share) | $ 12.51 | |||||
Del Taco | Syndicated Credit Facility | Del Taco | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of debt | $ 115,219,000 |
BUSINESS COMBINATION - Purchase
BUSINESS COMBINATION - Purchase Consideration (Details) - Del Taco - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 08, 2022 | Apr. 17, 2022 |
Business Acquisition [Line Items] | ||
Del Taco shares outstanding as of March 8, 2022 (in shares) | 36,442 | 37,610 |
Total Del Taco shares outstanding (in shares) | 36,442 | 37,610 |
Total cash consideration paid to selling shareholders | $ 470,500 | |
Business acquisition, transaction costs | 7,141 | |
Replacement share-based payment awards pre-combination vesting expense | 449 | |
Consideration transferred | 593,309 | |
Syndicated Credit Facility | Del Taco | ||
Business Acquisition [Line Items] | ||
Del Taco closing indebtedness settled by Jack in the Box | $ 115,219 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Merger Consideration (per Del Taco share) (in dollars per share) | $ 12.51 | |
Del Taco RSAs subject to accelerated vesting | ||
Business Acquisition [Line Items] | ||
Del Taco subject to accelerated vesting (in shares) | 805 | |
Del Taco RSUs subject to accelerated vesting | ||
Business Acquisition [Line Items] | ||
Del Taco subject to accelerated vesting (in shares) | 70 | |
Del Taco options subject to accelerated vesting | ||
Business Acquisition [Line Items] | ||
Del Taco subject to accelerated vesting (in shares) | 292 |
BUSINESS COMBINATION - Estimate
BUSINESS COMBINATION - Estimated Fair Values of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 08, 2022 | Apr. 17, 2022 | Oct. 03, 2021 | Sep. 27, 2020 |
Liabilities: | ||||
Goodwill | $ 329,758 | $ 47,774 | $ 47,161 | |
Cash acquired from acquisition | $ 12,068 | |||
Del Taco | ||||
Business Acquisition [Line Items] | ||||
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 | |||
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 | |||
Del Taco | Trademarks | ||||
Assets: | ||||
Intangible assets | $ 283,500 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Intangible Assets and the Useful Lives (Details) - Del Taco $ in Thousands | Mar. 08, 2022USD ($) |
Business Acquisition [Line Items] | |
Estimated fair value of acquired intangible assets | $ 295,871 |
Franchise contracts | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 9,700 |
Useful life (Years) | 18 years |
Sublease assets | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 2,671 |
Useful life (Years) | 13 years |
Trade name | |
Business Acquisition [Line Items] | |
Indefinite-lived intangible assets acquired | $ 283,500 |
BUSINESS COMBINATION - Schedu_2
BUSINESS COMBINATION - Schedule of Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Business Combinations [Abstract] | ||||
Total revenue | $ 382,051 | $ 377,864 | $ 885,082 | $ 869,778 |
Net earnings | $ 23,563 | $ 33,758 | $ 51,854 | $ 59,814 |
SUMMARY OF REFRANCHISINGS AND_2
SUMMARY OF REFRANCHISINGS AND FRANCHISE ACQUISITIONS - Narrative (Details) - restaurant | 6 Months Ended | |
Apr. 17, 2022 | Apr. 11, 2021 | |
Summary Of Refranchisings, Franchisee Development And Acquisitions [Abstract] | ||
Number of Company-operated restaurants sold to franchisees | 0 | 0 |
Number of restaurants acquired from franchisees | 13 | 4 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Changes in Carrying Amount of Goodwill - (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Apr. 17, 2022 | Oct. 03, 2021 | Sep. 27, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 329,758 | $ 47,774 | $ 47,161 |
Jack in the box brand restaurant operations | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | 274 | $ 613 | |
Del Taco | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | $ 281,710 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 17, 2022 | Oct. 03, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 12,928 | $ 542 |
Accumulated Amortization | (202) | (72) |
Net Amount | 12,726 | 470 |
Sublease assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,671 | 0 |
Accumulated Amortization | (39) | 0 |
Net Amount | 2,632 | 0 |
Franchise contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 9,700 | 0 |
Accumulated Amortization | (62) | 0 |
Net Amount | 9,638 | 0 |
Reacquired franchise rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 557 | 542 |
Accumulated Amortization | (101) | (72) |
Net Amount | $ 456 | $ 470 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Amortization Expense (Details) $ in Thousands | Apr. 17, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 423 |
2023 | 814 |
2024 | 814 |
2025 | 814 |
2026 | $ 811 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Apr. 17, 2022 |
Lessee, Lease, Description [Line Items] | |
Initial term of operating lease | 20 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Renewal term of operating lease | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Renewal term of operating lease | 20 years |
LEASES - Operating Lease Income
LEASES - Operating Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Lessor, Lease, Description [Line Items] | ||||
Amortization of favorable and unfavorable lease contracts, net | $ 248 | $ 0 | $ 248 | $ 0 |
Operating lease income - closed restaurants and other | 1,407 | 1,360 | 3,065 | 3,225 |
Franchise contracts | ||||
Lessor, Lease, Description [Line Items] | ||||
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 | 0 | 28 | 0 |
Franchise rental revenues | $ 76,556 | $ 77,901 | $ 179,655 | $ 181,650 |
LEASES - Annual Maturities of O
LEASES - Annual Maturities of Our Lease Liabilities (Details) - USD ($) $ in Thousands | Apr. 17, 2022 | Oct. 03, 2021 |
Finance Leases | ||
Remainder of 2022 | $ 491 | |
2023 | 979 | |
2024 | 400 | |
2025 | 38 | |
2026 | 26 | |
Thereafter | 26 | |
Total future lease payments | 1,960 | |
Less imputed interest | (96) | |
Present value of lease liabilities | 1,864 | |
Less current portion | (930) | |
Long-term lease obligations | 934 | |
Finance lease, noncancellable commitments | 2,000 | |
Operating Leases | ||
Remainder of 2022 | 113,985 | |
2023 | 221,635 | |
2024 | 185,228 | |
2025 | 178,781 | |
2026 | 161,832 | |
Thereafter | 845,684 | |
Total future lease payments | 1,707,145 | |
Less imputed interest | (360,372) | |
Present value of lease liabilities | 1,346,773 | |
Less current portion | (174,065) | $ (150,636) |
Long-term operating lease liabilities, net of current portion | 1,172,708 | $ 809,191 |
Operating lease, noncancellable commitments | $ 1,479,200 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Apr. 17, 2022 | Oct. 03, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | $ 15,728 | $ 18,555 | |
Quoted Prices In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | [1] | 15,728 | 18,555 |
Significant Other Observable Inputs (2) (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | [1] | 0 | 0 |
Significant Unobservable Inputs (2) (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | 0 | 0 | |
Non Qualified Deferred Compensation Plan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | [2] | 15,728 | 18,555 |
Non Qualified Deferred Compensation Plan | Quoted Prices In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | [1],[2] | 15,728 | 18,555 |
Non Qualified Deferred Compensation Plan | Significant Other Observable Inputs (2) (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | 0 | 0 | |
Non Qualified Deferred Compensation Plan | Significant Unobservable Inputs (2) (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | $ 0 | $ 0 | |
[1] | We did not have any transfers in or out of Level 1, 2 or 3. | ||
[2] | 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. |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Value and Estimated Fair Value of Notes (Details) - USD ($) $ in Thousands | Apr. 17, 2022 | Oct. 03, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt | $ 1,873,983 | |
Senior Notes | Series 2019 Class A-2 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt | 0 | $ 570,688 |
Senior Notes | Series 2022 Class A-2 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt | 272,250 | 272,938 |
Carrying Amount | Senior Notes | Series 2019 Class A-2 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt | 717,750 | 1,290,251 |
Carrying Amount | Senior Notes | Series 2022 Class A-2 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt | 1,100,000 | 0 |
Fair Value | Senior Notes | Series 2019 Class A-2 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt | 711,912 | 1,351,056 |
Fair Value | Senior Notes | Series 2022 Class A-2 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total debt | $ 1,028,555 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Apr. 17, 2022 | Oct. 03, 2021 |
Series 2022-1 Class A-2-I Variable Funding Notes | Senior Notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amounts drawn under letter agreement | $ 50,000 | $ 0 |
INDEBTEDNESS - Schedule of Debt
INDEBTEDNESS - Schedule of Debts (Details) - USD ($) $ in Thousands | Apr. 17, 2022 | Feb. 11, 2022 | Oct. 03, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,873,983 | ||
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 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility | 4,000 | 0 | |
Series 2019 Class A-2 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 570,688 | |
Less unamortized debt issuance costs | $ (17,400) | ||
Series 2022 Class A-2 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 272,250 | 272,938 | |
Series 2019-1 Class A-2-III Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 445,500 | 446,625 | |
Series 2022-1 Class A-2-I Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 550,000 | 0 | |
Series 2022-1 Class A-2-II Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 550,000 | 0 | |
Series 2022-1 Class A-2-I Variable Funding Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 50,000 | $ 0 |
INDEBTEDNESS - Narrative (Detai
INDEBTEDNESS - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Apr. 17, 2022USD ($) | Apr. 17, 2022USD ($) | Apr. 11, 2021USD ($) | Mar. 08, 2022USD ($) | Feb. 11, 2022USD ($) | Oct. 03, 2021USD ($) | |
Debt Instrument [Line Items] | ||||||
Total debt | $ 1,873,983,000 | $ 1,873,983,000 | ||||
Loss on extinguishment of debt | (7,700,000) | $ 0 | ||||
Debt issuance cost | 27,196,000 | 27,196,000 | $ 18,212,000 | |||
Del Taco | Bridge Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 600,000,000 | |||||
Unamortized debt issuance cost | 2,100,000 | |||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Amounts drawn under letter agreement | 4,000,000 | 4,000,000 | 0 | |||
Line of Credit | Del Taco | ||||||
Debt Instrument [Line Items] | ||||||
Unused borrowing capacity | 58,200,000 | |||||
Line of credit issued | 12,800,000 | |||||
Debt issuance cost | 300,000 | |||||
Line of Credit | Del Taco | Syndicated Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 75,000,000 | |||||
Total debt | 115,200,000 | |||||
Line of Credit | Del Taco | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 20,000,000 | |||||
Series 2022-1 Class A-2-I Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 550,000,000 | |||||
Stated interest rate | 3.445% | |||||
Series 2022-1 Class A-2-II Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 550,000,000 | |||||
Stated interest rate | 4.136% | |||||
Series 2022-1 Class A-1 Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Series 2022-1 Class A-2-I Variable Funding Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Amounts drawn under letter agreement | 50,000,000 | 50,000,000 | 0 | |||
Unused borrowing capacity | 58,000,000 | 58,000,000 | ||||
Line of credit issued | 42,000,000 | 42,000,000 | ||||
Series 2019 Class A-2 Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 0 | $ 0 | $ 570,688,000 | |||
Loss on extinguishment of debt | $ 5,600,000 | |||||
Debt issuance cost | $ 17,400,000 | |||||
Specified maximum leverage ratio | 5 | 5 |
INDEBTEDNESS - Schedule of Matu
INDEBTEDNESS - Schedule of Maturity of Debt (Details) $ in Thousands | Apr. 17, 2022USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 15,564 |
2023 | 34,095 |
2024 | 29,403 |
2025 | 29,338 |
2026 | 289,208 |
Thereafter | 1,476,375 |
Total debt | $ 1,873,983 |
OTHER OPERATING EXPENSE, NET -
OTHER OPERATING EXPENSE, NET - Summary of Impairment, Disposition of Property and Equipment, Restaurant Closing Costs and Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Impairment, Disposition of Property and Equipment, and Restaurant Closing Costs [Line Items] | ||||
Acquisition, integration, and restructuring costs | $ 13,098 | $ (2) | $ 16,111 | $ 4 |
Costs of closed restaurants and other | 650 | 441 | 1,722 | 1,464 |
Accelerated depreciation | 288 | 560 | 663 | 1,239 |
Losses (gains) on disposition of property and equipment, net | (286) | (1,931) | ||
Impairment and other charges | 14,367 | 1,228 | $ 18,210 | $ 776 |
Continuing Operations | ||||
Impairment, Disposition of Property and Equipment, and Restaurant Closing Costs [Line Items] | ||||
Losses (gains) on disposition of property and equipment, net | $ 331 | $ 229 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues: | $ 322,294 | $ 257,217 | $ 667,005 | $ 595,758 |
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 | 0 | 248 | 0 |
Earnings from operations | 38,244 | 64,888 | 111,984 | 153,814 |
Total capital expenditures | 11,380 | 15,852 | 20,781 | 22,928 |
Jack in the Box | ||||
Segment Reporting Information [Line Items] | ||||
Revenues: | 259,337 | 257,217 | 604,048 | 595,758 |
Segment operating profit | 61,321 | 74,111 | 151,984 | 172,766 |
Depreciation and amortization | 9,340 | 10,696 | 21,836 | 25,267 |
Total capital expenditures | 7,929 | 15,852 | 17,330 | 22,928 |
Del Taco | ||||
Segment Reporting Information [Line Items] | ||||
Revenues: | 62,957 | 0 | 62,957 | 0 |
Segment operating profit | 6,056 | 0 | 6,056 | 0 |
Depreciation and amortization | 2,205 | 0 | 2,205 | 0 |
Total capital expenditures | $ 3,451 | $ 0 | $ 3,451 | $ 0 |
INCOME TAXES- Narrative (Detail
INCOME TAXES- Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rates | 33.30% | 27.30% | 27.80% | 26.10% |
RETIREMENT PLANS - Narrative (D
RETIREMENT PLANS - Narrative (Details) | 6 Months Ended | |
Apr. 17, 2022healthcare_plandefined_benefit_plan | Jan. 01, 2021USD ($) | |
Retirement Benefits [Abstract] | ||
Number of sponsored defined benefit pension plans | defined_benefit_plan | 2 | |
Number of postretirement health care plans | healthcare_plan | 2 | |
Minimum required contribution for retirement plans | $ | $ 0 |
RETIREMENT PLANS - Components o
RETIREMENT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | ||||
Pension Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Interest cost | $ 3,389 | $ 3,398 | $ 7,904 | $ 7,930 | |||
Expected return on plan assets | (4,178) | (4,463) | (9,747) | (10,414) | |||
Actuarial loss (gain) | 890 | [1] | 1,213 | [1] | 2,078 | [1] | 2,829 |
Amortization of unrecognized prior service cost | 4 | [1] | 4 | [1] | 10 | [1] | 10 |
Net periodic benefit cost | 105 | 152 | 245 | 355 | |||
Postretirement Healthcare Plans | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Interest cost | 113 | 130 | 263 | 303 | |||
Actuarial loss (gain) | (148) | [1] | (79) | [1] | (345) | [1] | (184) |
Net periodic benefit cost | $ (35) | $ 51 | $ (82) | $ 119 | |||
[1] | Amounts were reclassified from accumulated OCI into net earnings as a component of “Other pension and post-retirement expenses, net |
RETIREMENT PLANS - Schedule of
RETIREMENT PLANS - Schedule of Future Cash Flows (Details) $ in Thousands | 6 Months Ended |
Apr. 17, 2022USD ($) | |
SERP | |
Defined Benefit Plan Disclosure [Line Items] | |
Net year-to-date contributions | $ 3,057 |
Remaining estimated net contributions during fiscal 2022 | 2,159 |
Postretirement Healthcare Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Net year-to-date contributions | 636 |
Remaining estimated net contributions during fiscal 2022 | $ 496 |
STOCKHOLDERS_ DEFICIT - Summary
STOCKHOLDERS’ DEFICIT - Summary of Changes in Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Apr. 17, 2022 | Apr. 11, 2021 | Jan. 23, 2022 | Jan. 17, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | $ (786,064) | $ (749,123) | $ (817,882) | $ (793,361) | $ (817,882) | $ (793,361) |
Shares issued under stock plans, including tax benefit | 2 | 4,226 | 49 | 114 | ||
Share-based compensation | 2,916 | 1,605 | 1,018 | 1,231 | ||
Dividends declared | (9,269) | (9,041) | (9,257) | (9,089) | ||
Fair value of assumed Del Taco RSAs attributable to pre-combination service | 449 | |||||
Purchases of treasury stock | (65,000) | |||||
Net earnings | 7,796 | 35,934 | 39,270 | 50,859 | 47,066 | 86,793 |
Other comprehensive income | 553 | 842 | 738 | 1,123 | ||
Ending balance | $ (783,617) | $ (780,557) | $ (786,064) | $ (749,123) | $ (783,617) | $ (780,557) |
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance (in shares) | 82,564 | 82,394 | 82,536 | 82,370 | 82,536 | 82,370 |
Beginning balance | $ 826 | $ 824 | $ 825 | $ 824 | $ 825 | $ 824 |
Shares issued under stock plans, including tax benefit (in shares) | 5 | 116 | 28 | 24 | ||
Shares issued under stock plans, including tax benefit | $ 0 | $ 1 | $ 1 | $ 0 | ||
Ending balance (in shares) | 82,569 | 82,510 | 82,564 | 82,394 | 82,569 | 82,510 |
Ending balance | $ 826 | $ 825 | $ 826 | $ 824 | $ 826 | $ 825 |
Additional Paid-in Capital | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 501,570 | 490,913 | 500,441 | 489,515 | 500,441 | 489,515 |
Shares issued under stock plans, including tax benefit | 2 | 4,225 | 48 | 114 | ||
Share-based compensation | 2,916 | 1,605 | 1,018 | 1,231 | ||
Dividends declared | 65 | 55 | 63 | 53 | ||
Fair value of assumed Del Taco RSAs attributable to pre-combination service | 449 | |||||
Ending balance | 505,002 | 496,798 | 501,570 | 490,913 | 505,002 | 496,798 |
Retained Earnings | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 1,794,362 | 1,677,928 | 1,764,412 | 1,636,211 | 1,764,412 | 1,636,211 |
Dividends declared | (9,334) | (9,096) | (9,320) | (9,142) | ||
Net earnings | 7,796 | 35,934 | 39,270 | 50,859 | ||
Ending balance | 1,792,824 | 1,704,766 | 1,794,362 | 1,677,928 | 1,792,824 | 1,704,766 |
AOCI Attributable to Parent | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | (73,516) | (109,482) | (74,254) | (110,605) | (74,254) | (110,605) |
Other comprehensive income | 553 | 842 | 738 | 1,123 | ||
Ending balance | (72,963) | (108,640) | (73,516) | (109,482) | (72,963) | (108,640) |
Treasury Stock | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | (3,009,306) | (2,809,306) | (3,009,306) | (2,809,306) | (3,009,306) | (2,809,306) |
Purchases of treasury stock | (65,000) | |||||
Ending balance | $ (3,009,306) | $ (2,874,306) | $ (3,009,306) | $ (2,809,306) | $ (3,009,306) | $ (2,874,306) |
STOCKHOLDERS_ DEFICIT - Narrati
STOCKHOLDERS’ DEFICIT - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Class of Stock [Line Items] | ||||
Shares repurchased | 0 | |||
Repurchase of common stock, remaining authorized amount | $ 200 | $ 200 | ||
Cash dividend (in USD per share) | $ 0.44 | $ 0.40 | $ 0.88 | $ 0.80 |
Total cash dividends | $ 18.6 | |||
Dividend One | ||||
Class of Stock [Line Items] | ||||
Cash dividend (in USD per share) | $ 0.44 | |||
Dividend Two | ||||
Class of Stock [Line Items] | ||||
Cash dividend (in USD per share) | $ 0.44 |
AVERAGE SHARES OUTSTANDING - Re
AVERAGE SHARES OUTSTANDING - Reconciliation of Basic Weighted-Average Shares Outstanding to Diluted Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 | |
Average Shares Outstanding [Line Items] | ||||
Weighted-average shares outstanding – basic | 21,227 | 22,723 | 21,215 | 22,863 |
Weighted-average shares outstanding – diluted | 21,262 | 22,784 | 21,255 | 22,945 |
Antidilutive | 23 | 32 | 15 | 39 |
Performance conditions not satisfied at the end of the period | 63 | 36 | 63 | 36 |
Nonvested stock awards and units | ||||
Average Shares Outstanding [Line Items] | ||||
Effect of potentially dilutive securities | 34 | 50 | 39 | 72 |
Stock options | ||||
Average Shares Outstanding [Line Items] | ||||
Effect of potentially dilutive securities | 1 | 9 | 1 | 8 |
Performance share awards | ||||
Average Shares Outstanding [Line Items] | ||||
Effect of potentially dilutive securities | 0 | 2 | 0 | 2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 1 Months Ended | ||
Aug. 31, 2010former_employee | Apr. 17, 2022USD ($) | Oct. 03, 2021USD ($) | |
Loss Contingencies [Line Items] | |||
Accrual of loss contingency | $ 12.2 | $ 7.5 | |
Estimate of possible loss | 14 | ||
Lease guarantee | $ 25.4 | ||
Qdoba guaranteed leases, remaining term | 16 years | ||
Jack in the Box | |||
Loss Contingencies [Line Items] | |||
Number of former employees | former_employee | 5 |
SUPPLEMENTAL CONSOLIDATED CAS_3
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION - Additional Information Related to Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 17, 2022 | Apr. 11, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
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 |
SUPPLEMENTAL CONSOLIDATED BAL_3
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Apr. 17, 2022 | Oct. 03, 2021 | Apr. 11, 2021 | Sep. 27, 2020 |
Property, Plant and Equipment [Line Items] | ||||
Trade | $ 49,972 | $ 75,273 | ||
Notes receivable, current portion | 1,363 | 1,467 | ||
Income tax receivable | 907 | 1,157 | ||
Other | 5,963 | 2,730 | ||
Allowance for doubtful accounts | (5,744) | (6,292) | $ (5,998) | $ (5,541) |
Accounts and other receivables, net | 52,461 | 74,335 | ||
Prepaid income taxes | 8,942 | 651 | ||
Other | 11,544 | 12,031 | ||
Prepaid expenses | 20,486 | 12,682 | ||
Property and equipment, at cost | 1,282,161 | 1,133,038 | ||
Less accumulated depreciation and amortization | (819,037) | (810,124) | ||
Property and equipment, net | 463,124 | 322,914 | ||
Company-owned life insurance policies | 120,403 | 123,566 | ||
Deferred rent receivable | 45,016 | 46,234 | ||
Franchise tenant improvement allowance | 32,832 | 34,124 | ||
Notes receivable, less current portion | 4,483 | 4,544 | ||
Other | 22,013 | 15,970 | ||
Other assets, net | 224,747 | 224,438 | ||
Payroll and related taxes | 40,561 | 34,649 | ||
Insurance | 32,918 | 21,218 | ||
Sales and property taxes | 16,715 | 23,174 | ||
Deferred rent income | 8,826 | 17,892 | ||
Advertising | 4,004 | 13,097 | ||
Deferred franchise and development fees | 5,304 | 4,949 | ||
Other | 53,569 | 33,438 | ||
Accrued liabilities | 161,897 | 148,417 | ||
Defined benefit pension plans | 68,123 | 70,354 | ||
Deferred franchise fees, Noncurrent | 41,793 | 36,571 | ||
Other | 50,039 | 49,417 | ||
Other long-term liabilities | 159,955 | 156,342 | ||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, at cost | 103,222 | 105,393 | ||
Buildings | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, at cost | 998,155 | 907,792 | ||
Restaurant and other equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, at cost | 164,953 | 112,959 | ||
Construction in progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, at cost | $ 15,831 | $ 6,894 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - $ / shares | May 13, 2022 | Apr. 17, 2022 | Apr. 11, 2021 | Apr. 17, 2022 | Apr. 11, 2021 |
Subsequent Event [Line Items] | |||||
Cash dividends declared per common share (in USD per share) | $ 0.44 | $ 0.40 | $ 0.88 | $ 0.80 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash dividends declared per common share (in USD per share) | $ 0.44 |