JACK-2012.07.08-10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ____________________________________________________
FORM 10-Q
 ____________________________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 8, 2012
Commission File Number: 1-9390
 ____________________________________________________ 
JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
 ____________________________________________________
 
DELAWARE
 
95-2698708
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
9330 BALBOA AVENUE, SAN DIEGO, CA
 
92123
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (858) 571-2121
  ____________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  þ    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
þ
Accelerated filer
¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨    No  þ
As of the close of business August 3, 2012, 44,579,115 shares of the registrant’s common stock were outstanding.



JACK IN THE BOX INC. AND SUBSIDIARIES
INDEX
 
 
 
Page
 
PART I – FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
PART II – OTHER INFORMATION
 
Item 1.
Item 1A.
Item 5.
Item 6.
 

2


PART I. FINANCIAL INFORMATION
 
ITEM 1.        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JACK IN THE BOX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(Unaudited)
 
July 8,
2012
 
October 2,
2011
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
10,815

 
$
11,424

Accounts and other receivables, net
84,899

 
86,213

Inventories
36,997

 
38,931

Prepaid expenses
32,175

 
18,737

Deferred income taxes
44,166

 
45,520

Assets held for sale and leaseback
62,400

 
51,793

Other current assets
517

 
1,793

Total current assets
271,969

 
254,411

Property and equipment, at cost
1,532,655

 
1,518,799

Less accumulated depreciation and amortization
(707,105
)
 
(663,373
)
Property and equipment, net
825,550

 
855,426

Goodwill
140,470

 
105,872

Other assets, net
241,099

 
216,613

 
$
1,479,088

 
$
1,432,322

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Current maturities of long-term debt
$
21,400

 
$
21,148

Accounts payable
67,541

 
94,348

Accrued liabilities
176,766

 
167,487

Total current liabilities
265,707

 
282,983

Long-term debt, net of current maturities
430,441

 
447,350

Other long-term liabilities
340,376

 
290,723

Deferred income taxes
5,310

 
5,310

Stockholders’ equity:
 
 
 
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued

 

Common stock $0.01 par value, 175,000,000 shares authorized, 75,600,656 and 74,992,487 issued, respectively
756

 
750

Capital in excess of par value
215,539

 
202,684

Retained earnings
1,108,194

 
1,063,020

Accumulated other comprehensive loss, net
(115,776
)
 
(95,940
)
Treasury stock, at cost, 31,072,631 and 30,746,099 shares, respectively
(771,459
)
 
(764,558
)
Total stockholders’ equity
437,254

 
405,956

 
$
1,479,088

 
$
1,432,322

See accompanying notes to condensed consolidated financial statements.

3


JACK IN THE BOX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Revenues:
 
 
 
 
 
 
 
Company restaurant sales
$
285,376

 
$
326,033

 
$
940,281

 
$
1,084,182

Distribution sales
138,839

 
125,704

 
473,779

 
393,753

Franchise revenues
77,605

 
67,542

 
247,105

 
211,194

 
501,820

 
519,279

 
1,661,165

 
1,689,129

Operating costs and expenses, net:
 
 
 
 
 
 
 
Company restaurant costs:
 
 
 
 
 
 
 
Food and packaging
92,155

 
110,596

 
309,172

 
359,725

Payroll and employee benefits
81,806

 
96,723

 
274,875

 
329,235

Occupancy and other
64,316

 
78,100

 
214,751

 
259,896

Total company restaurant costs
238,277

 
285,419

 
798,798

 
948,856

Distribution costs
138,839

 
126,063

 
473,779

 
395,242

Franchise costs
38,604

 
31,589

 
126,459

 
101,268

Selling, general and administrative expenses
52,566

 
51,344

 
172,780

 
170,854

Impairment and other charges, net
15,181

 
2,101

 
24,606

 
10,191

Gains on the sale of company-operated restaurants
(3,733
)
 
(10,190
)
 
(18,933
)
 
(38,940
)
 
479,734

 
486,326

 
1,577,489

 
1,587,471

Earnings from operations
22,086

 
32,953

 
83,676

 
101,658

Interest expense, net
4,371

 
4,016

 
14,962

 
12,573

Earnings before income taxes
17,715

 
28,937

 
68,714

 
89,085

Income taxes
6,123

 
10,192

 
23,540

 
31,138

Net earnings
$
11,592

 
$
18,745

 
$
45,174

 
$
57,947

Net earnings per share:
 
 
 
 
 
 
 
Basic
$
0.26

 
$
0.39

 
$
1.03

 
$
1.15

Diluted
$
0.26

 
$
0.38

 
$
1.01

 
$
1.13

Weighted-average shares outstanding:
 
 
 
 
 
 
 
Basic
44,156

 
48,498

 
43,975

 
50,435

Diluted
45,153

 
49,252

 
44,892

 
51,225

See accompanying notes to condensed consolidated financial statements.

4


JACK IN THE BOX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
Cash flows from operating activities:
 
 
 
Net earnings
$
45,174

 
$
57,947

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation and amortization
74,210

 
74,342

Deferred finance cost amortization
2,068

 
1,954

Deferred income taxes
(2,314
)
 
(7,771
)
Share-based compensation expense
5,001

 
6,755

Pension and postretirement expense
26,853

 
18,343

Gains on cash surrender value of company-owned life insurance
(8,781
)
 
(8,287
)
Gains on the sale of company-operated restaurants
(18,933
)
 
(38,940
)
Gains on the acquisition of franchised-operated restaurants

 
(426
)
Losses on the disposition of property and equipment, net
3,762

 
6,084

Impairment charges
2,765

 
1,684

Changes in assets and liabilities, excluding acquisitions and dispositions:
 
 
 
Accounts and other receivables
(2,891
)
 
(14,198
)
Inventories
1,934

 
(754
)
Prepaid expenses and other current assets
(12,346
)
 
2,453

Accounts payable
(5,395
)
 
(3,071
)
Accrued liabilities
13,210

 
4,950

Pension and postretirement contributions
(9,998
)
 
(3,522
)
Other
(2,737
)
 
(5,527
)
Cash flows provided by operating activities
111,582

 
92,016

Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(56,205
)
 
(99,485
)
Purchases of assets held for sale and leaseback
(31,565
)
 
(17,442
)
Proceeds from the sale of assets held for sale and leaseback
18,457

 
25,753

Proceeds from the sale of company-operated restaurants
29,253

 
76,915

Collections on notes receivable
10,198

 
20,014

Disbursements for loans to franchisees
(3,976
)
 
(7,582
)
Acquisitions of franchise-operated restaurants
(48,262
)
 
(22,077
)
Other
315

 
2,170

Cash flows used in investing activities
(81,785
)
 
(21,734
)
Cash flows from financing activities:
 
 
 
Borrowings on revolving credit facility
444,380

 
543,000

Repayments of borrowings on revolving credit facility
(445,104
)
 
(453,000
)
Principal repayments on debt
(15,933
)
 
(8,549
)
Debt issuance costs
(741
)
 
(989
)
Proceeds from issuance of common stock
7,096

 
4,260

Repurchases of common stock
(6,901
)
 
(138,050
)
Excess tax benefits from share-based compensation arrangements
525

 
883

Change in book overdraft
(13,728
)
 
(16,418
)
Cash flows used in financing activities
(30,406
)
 
(68,863
)
Net increase (decrease) in cash and cash equivalents
(609
)
 
1,419

Cash and cash equivalents at beginning of period
11,424

 
10,607

Cash and cash equivalents at end of period
$
10,815

 
$
12,026

See accompanying notes to condensed consolidated financial statements.

5


JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
1.
BASIS OF PRESENTATION
Nature of operations — Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the Box® quick-service restaurants and Qdoba Mexican Grill® (“Qdoba”) fast-casual restaurants in 44 states. The following table summarizes the number of restaurants as of the end of each period:
 
July 8,
2012
 
July 10,
2011
Jack in the Box:
 
 
 
Company-operated
586

 
735

Franchise
1,661

 
1,485

Total system
2,247

 
2,220

Qdoba:
 
 
 
Company-operated
304

 
229

Franchise
310

 
335

Total system
614

 
564

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 (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). 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.
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 2, 2011. The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our Form 10-K.
Principles of consolidation — The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and the accounts of any variable interest entities where we are deemed the primary beneficiary. All significant intercompany transactions are eliminated. For information related to the variable interest entity included in our condensed consolidated financial statements, refer to Note 11, Variable Interest Entities.
Fiscal year — Our fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Fiscal years 2012 and 2011 include 52 weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks. All comparisons between 2012 and 2011 refer to the 12-weeks (“quarter”) and 40-weeks (“year-to-date”) ended July 8, 2012 and July 10, 2011, 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.


2.
SUMMARY OF REFRANCHISINGS, FRANCHISE DEVELOPMENT AND ACQUISITIONS
Refranchisings and franchise development — The following is a summary of the number of Jack in the Box restaurants sold to franchisees, the number of restaurants developed by franchisees and the related gains and fees recognized (dollars in thousands):

6


 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Restaurants sold to franchisees
18

 
112

 
55

 
226

New restaurants opened by franchisees
7

 
12

 
36

 
40

 
 
 
 
 
 
 
 
Initial franchise fees
$
933

 
$
5,130

 
$
3,423

 
$
11,009

 
 
 
 
 
 
 
 
Proceeds from the sale of company-operated restaurants (1)
$
7,289

 
$
27,327

 
$
29,253

 
$
76,915

Net assets sold (primarily property and equipment)
(2,586
)
 
(16,372
)
 
(8,419
)
 
(36,244
)
Goodwill related to the sale of company-operated restaurants
(199
)
 
(556
)
 
(851
)
 
(1,522
)
Other
(771
)
 
(209
)
 
(1,050
)
 
(209
)
Gains on the sale of company-operated restaurants
$
3,733

 
$
10,190

 
$
18,933

 
$
38,940

____________________________
(1)
Amounts in 2012 include additional proceeds of $0.2 million in the quarter and $2.3 million year-to-date recognized upon the extension of the underlying franchise and lease agreements related to restaurants sold in a prior year.
Franchise acquisitions — During fiscal 2012 and 2011, we acquired Qdoba franchise restaurants in select markets where we believe there is continued opportunity for restaurant development. 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). The goodwill recorded primarily relates to the sales growth potential of the markets acquired. The following table provides detail of the combined allocations in each period (dollars in thousands):
 
Year-to-Date
 
July 8,
2012
 
July 10, 2011
Restaurants acquired from franchisees
45

 
24

Property and equipment
$
12,330

 
$
4,858

Reacquired franchise rights
604

 
280

Liabilities assumed
(121
)
 
(74
)
Goodwill
35,449

 
17,439

Gain on the acquisition of franchise-operated restaurants

 
(426
)
Total consideration
$
48,262

 
$
22,077



3.
FAIR VALUE MEASUREMENTS
Financial assets and liabilities — The following table presents the financial assets and liabilities measured at fair value on a recurring basis at the end of each period (in thousands):
 
Total      
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) (3)
 
Significant
Other
Observable
Inputs
(Level 2) (3)
 
Significant
Unobservable
Inputs
(Level 3)
Fair value measurements as of July 8, 2012:
 
 
 
 
 
 
 
Interest rate swaps (Note 4) (1) 
$
(2,564
)
 
$

 
$
(2,564
)
 
$

Non-qualified deferred compensation plans (2)
(38,151
)
 
(38,151
)
 

 

Total liabilities at fair value
$
(40,715
)
 
$
(38,151
)
 
$
(2,564
)
 
$

Fair value measurements as of October 2, 2011:
 
 
 
 
 
 
 
Interest rate swaps (Note 4) (1) 
$
(2,682
)
 
$

 
$
(2,682
)
 
$

Non-qualified deferred compensation plan (2)
(34,288
)
 
(34,288
)
 

 

Total liabilities at fair value
$
(36,970
)
 
$
(34,288
)
 
$
(2,682
)
 
$

 
____________________________
(1)
We entered into interest rate swaps to reduce our exposure to rising interest rates on our variable debt. The fair values of our interest

7


rate swaps are based upon Level 2 inputs which include valuation models as reported by our counterparties. The key inputs for the valuation models are quoted market prices, interest rates and forward yield curves.
(2)
We maintain an unfunded defined contribution plan for key executives and other members of management excluded from participation in our qualified savings plan. The fair value of this obligation is based on the closing market prices of the participants’ elected investments.
(3)
We did not have any transfers in or out of Level 1 or Level 2.
The fair values of the Company’s debt instruments are based on the amount of future cash flows associated with each instrument discounted using the Company’s borrowing rate. At July 8, 2012, the carrying value of all financial instruments was not materially different from fair value, as the interest rates on variable rate debt approximated rates currently available to the Company. The estimated fair values of our capital lease obligations approximated their carrying values as of July 8, 2012.
Non-financial assets and liabilities — The Company’s non-financial instruments, which primarily consist of property and equipment, 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 a periodic basis (at least annually for goodwill and semi-annually for property and equipment) 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 of the assets are written down to fair value.
In connection with our property and equipment impairment reviews during the 40-weeks ended July 8, 2012, eight Jack in the Box restaurants determined to be underperforming or which we intend to close having a carrying amount of $2.7 million were written down to their implied fair value of $0.5 million, resulting in an impairment charge of $2.2 million. To determine fair value, we used the income approach, which assumes that the future cash flows reflect current market expectations. The future cash flows are generally based on the assumption that the highest and best use of the asset is to sell the store to a franchisee (market participant). These fair value measurements require significant judgment using Level 3 inputs, such as discounted cash flows, which are not observable from the market, directly or indirectly. Refer to Note 5, Impairment, Disposition of Property and Equipment, Restaurant Closing Costs and Restructuring, for additional information regarding impairment charges.
 
4.
DERIVATIVE INSTRUMENTS
Objectives and strategies — We are exposed to interest rate volatility with regard to our variable rate debt. To reduce our exposure to rising interest rates, in August 2010, we entered into two interest rate swap agreements that effectively convert $100.0 million of our variable rate term loan borrowings to a fixed-rate basis from September 2011 through September 2014.
Financial position — The following derivative instruments were outstanding as of the end of each period (in thousands):

 
July 8, 2012
 
October 2, 2011
 
Balance
Sheet
Location
 
Fair
Value
 
Balance
Sheet
Location
 
Fair
Value
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
Interest rate swaps (Note 3)
Accrued
liabilities
 
$
(2,564
)
 
Accrued
liabilities
 
$
(2,682
)
Total derivatives
 
 
$
(2,564
)
 
 
 
$
(2,682
)
Financial performance — The following is a summary of the accumulated other comprehensive income (“OCI”) gain or loss activity related to our interest rate swap derivative instruments (in thousands):
 
Location of Loss in Income
 
Quarter
 
Year-to-Date
 
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Loss recognized in OCI (Note 9)
N/A
 
$
(264
)
 
$
(1,936
)
 
$
(883
)
 
$
(746
)
Loss reclassified from accumulated OCI into income (Note 9)
Interest
expense, net
 
$
304

 
$

 
$
1,001

 
$

Amounts reclassified from accumulated OCI into interest expense represent payments made to the counterparty for the effective portions of the interest rate swaps. During the periods presented, our interest rate swaps had no hedge ineffectiveness.

8



5.
IMPAIRMENT, DISPOSITION OF PROPERTY AND EQUIPMENT, RESTAURANT CLOSING COSTS AND RESTRUCTURING
Impairment and other charges, net in the accompanying condensed consolidated statements of earnings is comprised of the following (in thousands):
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Impairment charges
$
656

 
$
517

 
$
2,765

 
$
1,684

Losses on the disposition of property and equipment, net
904

 
660

 
3,762

 
6,084

Costs of closed restaurants (primarily lease obligations) and other
2,337

 
924

 
5,270

 
2,423

Restructuring costs
11,284

 

 
12,809

 

 
$
15,181

 
$
2,101

 
$
24,606

 
$
10,191

Impairment — When events and circumstances indicate that our long-lived assets might be impaired and their carrying amount is greater than the undiscounted cash flows we expect to generate from such assets, we recognize an impairment loss as the amount by which the carrying value exceeds the fair value of the assets. We typically estimate fair value based on the estimated discounted cash flows of the related asset using marketplace participant assumptions. Impairment charges in 2012 primarily represent charges to write down the carrying value of five underperforming Jack in the Box restaurants and three Jack in the Box restaurants we intend to or have closed.
Disposition of property and equipment — We also recognize accelerated depreciation and other costs on the disposition of property and equipment. When we decide to dispose of a long-lived asset, depreciable lives are adjusted based on the estimated disposal date, and accelerated depreciation is recorded. Other disposal costs primarily relate to charges from our ongoing re-image and logo program and normal capital maintenance activities.

Restaurant closing costs consist of future lease commitments, net of anticipated sublease rentals and expected ancillary costs. Total accrued restaurant closing costs, included in accrued liabilities and other long-term liabilities, changed as follows (in thousands):
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Balance at beginning of period
$
20,167

 
$
22,163

 
$
21,657

 
$
25,020

Additions and adjustments
1,801

 
379

 
3,713

 
1,163

Cash payments
(1,649
)
 
(1,661
)
 
(5,051
)
 
(5,302
)
Balance at end of quarter
$
20,319

 
$
20,881

 
$
20,319

 
$
20,881

Additions and adjustments in all periods primarily relate to revisions to certain sublease and cost assumptions.
Restructuring costs — During fiscal 2012, we have been engaged in a comprehensive review of our organization structure, including evaluating opportunities for outsourcing, restructuring of certain functions and workforce reductions. As part of these cost-saving initiatives, we announced a voluntary early retirement program (“VERP”) to eligible employees and initiated workforce reductions. Restructuring costs consist primarily of pension and employee termination costs related to the VERP offered by the Company. The following is a summary of these costs in each period (in thousands):
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Enhanced pension benefits
$
6,167

 
$

 
$
6,167

 
$

Severance costs
3,972

 

 
5,497

 

Other
1,145

 

 
1,145

 

 
$
11,284

 
$

 
$
12,809

 
$

Refer to Note 7, Retirement Plans, for further information regarding the costs associated with enhanced pension benefits. Total accrued severance costs related to our restructuring activities are included in accrued liabilities and changed as follows in each period (in thousands):

9


 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Balance at beginning of period
$
1,525

 
$

 
$

 
$

Additions
3,972

 

 
5,497

 

Cash payments
(2,826
)
 

 
(2,826
)
 

Balance at end of quarter
$
2,671

 
$

 
$
2,671

 
$

As part of the ongoing review of our organization structure, we expect to incur additional charges related to this activity; however, we are unable to reasonably estimate the additional costs at this time.

6.
INCOME TAXES
The income tax provisions reflect year-to-date effective tax rates of 34.3% in 2012 and 35.0% in 2011. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual 2012 rate could differ from our current estimates.
At July 8, 2012, our gross unrecognized tax benefits associated with uncertain income tax positions were $0.9 million, which if recognized would favorably impact the effective income tax rate. The gross unrecognized tax benefits increased by $0.3 million from the end of fiscal year 2011 based on a preliminary assessment of a state income tax audit. It is reasonably possible that changes to the gross unrecognized tax benefits will be required within the next twelve months due to the possible settlement of state tax audits.
The major jurisdictions in which the Company files income tax returns include the United States and states in which we operate that impose an income tax. The federal statutes of limitations have not expired for fiscal years 2009 and forward. The statutes of limitations for California and Texas, which constitute the Company’s major state tax jurisdictions, have not expired for fiscal years 2001 and 2007, respectively, and forward. Generally, the statutes of limitations for the other state jurisdictions have not expired for fiscal years 2009 and forward.
 
7.
RETIREMENT PLANS
Defined benefit pension plans — We sponsor a defined benefit pension plan (our “Primary Plan”) covering substantially all full-time employees, which will no longer accrue benefits effective December 31, 2015 and was closed to new participants effective January 1, 2011. We also sponsor an unfunded supplemental executive retirement plan, 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 employees’ years of service and compensation over defined periods of employment.
In April 2012, we announced a voluntary early retirement program to eligible employees. The offering period for participation in the VERP had ended as of July 8, 2012. As a result, we incurred a charge in the quarter and an increase to our pension benefit obligation (“PBO”) of $6.2 million for enhanced retirement benefits under our Primary Plan. Additionally, we were required to re-measure the liability for our Primary Plan as of June 30, 2012.  The discount rate and long-term rate of return on plan assets used for the June 30th  re-measurement were 4.78% and 7.25% compared to 5.60% and 7.75%, respectively, at the end of fiscal 2011.  In connection with the re-measurement, the PBO of our Primary Plan increased $42.4 million due to actuarial losses arising during the period with a corresponding increase to accumulated other comprehensive loss, net. Refer to Note 9, StockholdersEquity, for additional information.  
Postretirement healthcare plans — We sponsor healthcare plans that provide postretirement medical benefits to certain employees who meet minimum age and service requirements. The plans are contributory, with retiree contributions adjusted annually, and contain other cost-sharing features such as deductibles and coinsurance.
Net periodic benefit cost — The components of net periodic benefit cost were as follows in each period (in thousands): 

10


  
Quarter
 
Year-to-Date
  
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Defined benefit pension plans:
 
 
 
 
 
 
 
Service cost
$
2,229

 
$
2,489

 
$
7,304

 
$
8,298

Interest cost
5,347

 
4,980

 
17,538

 
16,600

Expected return on plan assets
(4,743
)
 
(4,785
)
 
(15,504
)
 
(15,948
)
Actuarial loss
2,974

 
2,268

 
9,657

 
7,557

Amortization of unrecognized prior service cost
99

 
113

 
332

 
376

Net periodic benefit cost
$
5,906

 
$
5,065

 
$
19,327

 
$
16,883

Postretirement healthcare plans:
 
 
 
 
 
 
 
Service cost
$
14

 
$
19

 
$
47

 
$
61

Interest cost
374

 
366

 
1,244

 
1,220

Actuarial loss
21

 
46

 
69

 
155

Amortization of unrecognized prior service cost

 
7

 

 
24

Net periodic benefit cost
$
409

 
$
438

 
$
1,360

 
$
1,460

Future cash flows — Our policy is to fund our plans at or above the minimum required by law. As of the date of our last actuarial funding valuation, there was a $14.9 million minimum requirement that will be satisfied by September 15, 2013. Details regarding 2012 contributions are as follows (in thousands):
 
Defined Benefit
Pension Plans
 
Postretirement
Healthcare Plans
Net year-to-date contributions
$
11,148

 
$
1,058

Remaining estimated net contributions during fiscal 2012
$
6,000

 
$
300

We will continue to evaluate contributions to our funded defined benefit pension plan based on changes in pension assets as a result of asset performance in the current market and economic environment.
 
8.
SHARE-BASED COMPENSATION
We offer share-based compensation plans to attract, retain and motivate key officers, employees and non-employee directors to work toward the financial success of the Company. In fiscal 2012, we granted the following share-based compensation awards:
 
Shares
Stock options
485,057

Performance-vested stock awards
234,258

Nonvested stock units
86,052

The components of share-based compensation expense recognized in each period are as follows (in thousands):
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Stock options
$
788

 
$
1,175

 
$
2,763

 
$
3,861

Performance-vested stock awards
222

 
270

 
724

 
1,479

Nonvested stock awards
134

 
139

 
449

 
465

Nonvested stock units
295

 
199

 
910

 
777

Deferred compensation for non-management directors

 

 
155

 
173

Total share-based compensation expense
$
1,439

 
$
1,783

 
$
5,001

 
$
6,755


9.    STOCKHOLDERS’ EQUITY
Repurchases of common stock In May 2011, the Board of Directors approved a program to repurchase up to $100.0 million in shares of our common stock expiring November 2012. During the first quarter, we repurchased approximately 0.3 million shares at an aggregate cost of $6.4 million, completing the May 2011 authorization. In November 2011, the

11


Board of Directors approved a new program to repurchase $100.0 million in shares of our common stock expiring November 2013. As of the end of the third quarter, $100.0 million remains available under this authorization.
Comprehensive income Our total comprehensive income, net of taxes, was as follows (in thousands):
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Net earnings
$
11,592

 
$
18,745

 
$
45,174

 
$
57,947

Cash flow hedges:
 
 
 
 
 
 
 
Net change in fair value of derivatives
(264
)
 
(1,936
)
 
(883
)
 
(746
)
Net loss reclassified to earnings
304

 

 
1,001

 

Total
40

 
(1,936
)
 
118

 
(746
)
Tax effect
(15
)
 
739

 
(46
)
 
285

 
25

 
(1,197
)
 
72

 
(461
)
Unrecognized periodic benefit costs:
 
 
 
 
 
 
 
Actuarial losses arising during the period
(42,371
)
 

 
(42,371
)
 

Actuarial losses and prior service cost reclassified to earnings
3,094

 
2,434

 
10,058

 
8,112

Total
(39,277
)
 
2,434

 
(32,313
)
 
8,112

Tax effect
15,078

 
(929
)
 
12,405

 
(3,097
)
 
(24,199
)
 
1,505

 
(19,908
)
 
5,015

Total comprehensive income (loss)
$
(12,582
)
 
$
19,053

 
$
25,338

 
$
62,501

Accumulated other comprehensive loss The components of accumulated other comprehensive loss, net of taxes, were as follows at the end of each period (in thousands):
 
July 8,
2012
 
October 2,
2011
Unrecognized periodic benefit costs, net of tax benefits of $71,148 and $58,743, respectively
$
(114,196
)
 
$
(94,288
)
Net unrealized losses related to cash flow hedges, net of tax benefits of $984 and $1,030, respectively
(1,580
)
 
(1,652
)
Accumulated other comprehensive loss, net
$
(115,776
)
 
$
(95,940
)
 
10.
AVERAGE SHARES OUTSTANDING
Our basic earnings per share calculation is computed based on the weighted-average number of common shares outstanding. Our diluted earnings per share calculation is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive common shares include stock options, nonvested stock awards and units, non-management director stock equivalents and shares issuable under our employee stock purchase plan. Performance-vested stock awards are included in the weighted-average diluted shares outstanding each period if the performance criteria have been met at the end of the respective periods.

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding (in thousands):
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Weighted-average shares outstanding – basic
44,156

 
48,498

 
43,975

 
50,435

Effect of potentially dilutive securities:
 
 
 
 
 
 
 
Stock options
505

 
397

 
431

 
440

Nonvested stock awards and units
264

 
224

 
267

 
216

Performance-vested stock awards
228

 
133

 
219

 
134

Weighted-average shares outstanding – diluted
45,153

 
49,252

 
44,892

 
51,225

Excluded from diluted weighted-average shares outstanding:
 
 
 
 
 
 
 
Antidilutive
2,583

 
3,059

 
3,006

 
3,009

Performance conditions not satisfied at the end of the period
343

 
354

 
343

 
354


12



11.
VARIABLE INTEREST ENTITIES (“VIEs”)
We formed Jack in the Box Franchise Finance, LLC (“FFE”) for the purpose of operating a franchisee lending program which may provide up to $100.0 million to assist Jack in the Box franchisees in re-imaging their restaurants. We are the sole equity investor in FFE. The $100.0 million lending program is comprised of a $20.0 million commitment from the Company in the form of a capital note and an $80.0 million Senior Secured Revolving Securitization Facility (“FFE Facility”) entered into with a third party. The FFE Facility is a revolving loan and security agreement bearing a variable interest rate. The revolving period expired in June 2012 and we do not plan to make any future contributions.
We have determined that FFE is a VIE and that the Company is its primary beneficiary. We considered a variety of factors in identifying the primary beneficiary of FFE including, but not limited to, who holds the power to direct matters that most significantly impact FFE’s economic performance (such as determining the underwriting standards and credit management policies), as well as what party has the obligation to absorb the losses of FFE. Based on these considerations, we have determined that the Company is the primary beneficiary and have reflected the entity in the accompanying condensed consolidated financial statements.
FFE’s assets consolidated by the Company represent assets that can be used only to settle obligations of the consolidated VIE. Likewise, FFE’s liabilities consolidated by the Company do not represent additional claims on the Company’s general assets; rather they represent claims against the specific assets of FFE. The impacts of FFE’s results were not material to the Company’s condensed consolidated statements of earnings or cash flows. The FFE’s balance sheet consisted of the following at the end of each period (in thousands):
 
July 8,
2012
 
October 2,
2011
Cash
$
707

 
$
531

Other current assets (1) 
2,286

 
2,086

Other assets, net (1) 
11,876

 
12,292

Total assets
$
14,869

 
$
14,909

 
 
 
 
Current liabilities
$
89

 
$
140

Revolving credit facility

 
1,160

Other long-term liabilities (2) 
15,248

 
14,046

Retained earnings
(468
)
 
(437
)
Total liabilities and stockholders’ equity
$
14,869

 
$
14,909

____________________________
(1)
Consists primarily of amounts due from franchisees.
(2)
Consists primarily of the capital note contributions from Jack in the Box which are eliminated in consolidation.
The Company’s maximum exposure to loss is equal to its outstanding contributions, which were approximately $15.2 million as of July 8, 2012. This amount represents estimated losses that would be incurred should all franchisees default on their loans without any consideration of recovery. To offset the credit risk associated with the Company’s variable interest in FFE, the Company holds a security interest in the assets of FFE subordinate and junior to all other obligations of FFE.

12.    LEGAL MATTERS
The Company is subject to normal and routine litigation brought by former, current or prospective employees, customers, franchisees, vendors, landlords, shareholders or others. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its 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. The Company regularly reviews contingencies to determine the adequacy of the accruals and related disclosures. The ultimate amount of loss may differ from these estimates. Although the Company currently believes that the ultimate outcome of these matters will not have a material adverse effect on the results of operations, liquidity or financial position of the Company, it is possible that the results of operations, liquidity or financial position of the Company could be materially affected in any particular future reporting period by the unfavorable resolution of one or more of these matters or contingencies.
 

13



13.
SEGMENT REPORTING
Reflecting the information currently being used in managing the Company as a two-branded restaurant operations business, our segments comprise results related to system restaurant operations for our Jack in the Box and Qdoba brands. This segment reporting structure reflects the Company’s current management structure, internal reporting method and financial information used in deciding how to allocate Company resources. Based upon certain quantitative thresholds, both operating segments are considered reportable segments.
We measure and evaluate our segments based on segment earnings from operations. Summarized financial information concerning our reportable segments is shown in the following tables (in thousands):
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Revenues by segment:
 
 
 
 
 
 
 
Jack in the Box restaurant operations segment
$
288,178

 
$
337,980

 
$
970,254

 
$
1,135,626

Qdoba restaurant operations segment
74,803

 
55,595

 
217,132

 
159,750

Distribution operations
138,839

 
125,704

 
473,779

 
393,753

Consolidated revenues
$
501,820

 
$
519,279

 
$
1,661,165

 
$
1,689,129

Earnings from operations by segment:
 
 
 
 
 
 
 
Jack in the Box restaurant operations segment
$
15,439

 
$
28,500

 
$
71,085

 
$
95,675

Qdoba restaurant operations segment
6,705

 
4,698

 
12,748

 
7,582

Distribution operations

 
(217
)
 

 
(1,399
)
FFE operations
(58
)
 
(28
)
 
(157
)
 
(200
)
Consolidated earnings from operations
$
22,086

 
$
32,953

 
$
83,676

 
$
101,658

Total depreciation expense by segment:
 
 
 
 
 
 
 
Jack in the Box restaurant operations segment
$
17,873

 
$
19,001

 
$
60,201

 
$
63,658

Qdoba restaurant operations segment
4,120

 
3,195

 
12,872

 
9,657

Distribution operations
158

 
158

 
556

 
548

Consolidated depreciation expense
$
22,151

 
$
22,354

 
$
73,629

 
$
73,863

Interest income and expense, income taxes and total assets are not reported for our segments, in accordance with our method of internal reporting.
 
July 8,
2012
 
October 2,
2011
Goodwill by segment (in thousands):
 
 
 
Jack in the Box
$
48,330

 
$
49,181

Qdoba
92,140

 
56,691

Consolidated goodwill
$
140,470

 
$
105,872

Refer to Note 2, Summary of Refranchisings, Franchise Development and Acquisitions, for information regarding the segment changes in goodwill during 2012.

14.
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (in thousands)
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
Cash paid during the quarter for:
 
 
 
Interest, net of amounts capitalized
$
16,812

 
$
10,811

Income tax payments
$
31,852

 
$
40,367


14



15.
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION (in thousands)
 
July 8,
2012
 
October 2,
2011
Other assets, net:
 
 
 
Company-owned life insurance policies
$
83,775

 
$
75,202

Deferred income tax asset
86,910

 
70,882

Other
70,414

 
70,529

 
$
241,099

 
$
216,613

Accrued liabilities:
 
 
 
Payroll and related
$
50,431

 
$
40,438

Advertising
24,969

 
21,899

Insurance
32,866

 
37,987

Other
68,500

 
67,163

 
$
176,766

 
$
167,487

Other long-term liabilities:
 
 
 
Pension
$
191,586

 
$
144,860

Straight-line rent accrual
54,080

 
53,659

Other
94,710

 
92,204

 
$
340,376

 
$
290,723


16.
SUBSEQUENT EVENT
Subsequent to the end of the third quarter, the Company entered into an agreement to outsource its distribution business. Subject to the anticipated completion of certain closing conditions, the transition should begin in the fourth quarter of fiscal 2012, and is expected to be completed by the end of the first quarter of fiscal 2013. We expect that the distribution business, including exit costs, will be reflected as discontinued operations beginning in the fourth quarter of fiscal 2012.

17.
NEW ACCOUNTING PRINCIPLES
In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, which was issued to update the language used in existing guidance to better align U.S. GAAP and IFRS fair value measurement guidance. This update also requires increased disclosure of quantitative and qualitative information about unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. Other than requiring additional disclosures, adoption of this new guidance in the second quarter did not have a significant impact on our consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which was issued to enhance comparability between entities that report under U.S. GAAP and IFRS, and to provide a more consistent method of presenting non-owner transactions that affect an entity’s equity. ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption of the new guidance is permitted, and full retrospective application is required.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.


15


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
All comparisons between 2012 and 2011 refer to the 12-weeks (“quarter”) and 40-weeks (“year-to-date”) ended July 8, 2012 and July 10, 2011, respectively, unless otherwise indicated.
For an understanding of the significant factors that influenced our performance during the quarterly periods ended July 8, 2012 and July 10, 2011, our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended October 2, 2011.
Our MD&A consists of the following sections:
Overview — a general description of our business and fiscal 2012 highlights.
Results of operations — an analysis of our consolidated statements of earnings for the periods presented in our condensed consolidated financial statements.
Liquidity and capital resources — an analysis of our cash flows including capital expenditures, share repurchase activity, known trends that may impact liquidity and the impact of inflation.
Discussion of critical accounting estimates — a discussion of accounting policies that require critical judgments and estimates.
New accounting pronouncements — a discussion of new accounting pronouncements, dates of implementation and the impact on our consolidated financial position or results of operations, if any.
Cautionary statements regarding forward-looking statements — a discussion of the risks and uncertainties that may cause our actual results to differ materially from any forward-looking statements made by management.
OVERVIEW
As of July 8, 2012, we operated and franchised 2,247 Jack in the Box quick-service restaurants, primarily in the western and southern United States, and 614 Qdoba Mexican Grill (“Qdoba”) fast-casual restaurants throughout the United States.
Our primary source of revenue is from retail sales at Jack in the Box and Qdoba company-operated restaurants. We also derive revenue from Jack in the Box and Qdoba franchise restaurants, including royalties (based upon a percent of sales), rents, franchise fees and distribution sales of food and packaging commodities. In addition, we recognize gains from the sale of company-operated restaurants to franchisees, which are presented as a reduction of operating costs and expenses, net in the accompanying condensed consolidated statements of earnings.
The following summarizes the most significant events occurring in fiscal 2012 and certain trends compared to a year ago:
Restaurant Sales Sales at restaurants open more than one year (“same-store sales”) increased as follows:
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Jack in the Box:
 
 
 
 
 
 
 
Company
3.4
%
 
4.7
%
 
4.9
%
 
2.4
%
Franchise
2.6
%
 
2.4
%
 
3.0
%
 
0.9
%
System
2.8
%
 
3.2
%
 
3.5
%
 
1.4
%
Qdoba:
 
 
 
 
 
 
 
Company
3.3
%
 
5.3
%
 
3.5
%
 
5.4
%
Franchise
0.9
%
 
5.0
%
 
2.5
%
 
6.1
%
System
2.1
%
 
5.1
%
 
3.0
%
 
5.8
%

Commodity Costs In the quarter, Jack in the Box commodity costs decreased approximately 0.3% compared to a year ago, while Qdoba commodity costs increased approximately 2.5%. Jack in the Box and Qdoba commodity costs increased by 3.1% and 7.8%, respectively, year-to-date. We expect our overall commodity costs to increase

16


approximately 3.5% in fiscal 2012 compared to a year ago.
New Unit Development We continued to grow our brands with the opening of new company-operated and franchise-operated restaurants. Year-to-date, we opened 30 Jack in the Box locations and 34 Qdoba locations system-wide.
Franchising Program Qdoba and Jack in the Box franchisees opened a total of 36 restaurants year-to-date. Our Jack in the Box system was approximately 74% franchised at the end of the third quarter and we plan to further increase franchise ownership to approximately 80% over the next couple years.
RESULTS OF OPERATIONS
The following table presents certain income and expense items included in our condensed consolidated statements of earnings as a percentage of total revenues, unless otherwise indicated. Percentages may not add due to rounding.
CONSOLIDATED STATEMENTS OF EARNINGS DATA
 
Quarter
 
Year-to-Date
 
July 8,
2012
 
July 10,
2011
 
July 8,
2012
 
July 10,
2011
Revenues:
 
 
 
 
 
 
 
Company restaurant sales
56.9
 %
 
62.8
 %
 
56.6
 %
 
64.2
 %
Distribution sales
27.7
 %
 
24.2
 %
 
28.5
 %
 
23.3
 %
Franchise revenues
15.5
 %
 
13.0
 %
 
14.9
 %
 
12.5
 %
Total revenues
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Operating costs and expenses, net:
 
 
 
 
 
 
 
Company restaurant costs:
 
 
 
 
 
 
 
Food and packaging (1)
32.3
 %
 
33.9
 %
 
32.9
 %
 
33.2
 %
Payroll and employee benefits (1)
28.7
 %
 
29.7
 %
 
29.2
 %
 
30.4
 %
Occupancy and other (1)
22.5
 %
 
24.0
 %
 
22.8
 %
 
24.0
 %
Total company restaurant costs (1)
83.5
 %
 
87.5
 %
 
85.0
 %
 
87.5
 %
Distribution costs (1) 
100.0
 %
 
100.3
 %
 
100.0
 %
 
100.4
 %
Franchise costs (1) 
49.7
 %
 
46.8
 %
 
51.2
 %
 
48.0
 %
Selling, general and administrative expenses
10.5
 %
 
9.9
 %
 
10.4
 %
 
10.1
 %
Impairment and other charges, net
3.0
 %
 
0.4
 %
 
1.5
 %
 
0.6
 %
Gains on the sale of company-operated restaurants
(0.7
)%
 
(2.0
)%
 
(1.1
)%
 
(2.3
)%
Earnings from operations
4.4
 %
 
6.3
 %
 
5.0
 %
 
6.0
 %
Income tax rate (2) 
34.6
 %
 
35.2
 %
 
34.3
 %
 
35.0
 %
____________________________
(1)
As a percentage of the related sales and/or revenues.
(2)
As a percentage of earnings before income taxes.
The following table presents Jack in the Box and Qdoba company restaurant sales, costs and costs as a percentage of the related sales. Percentages may not add due to rounding.





17



SUPPLEMENTAL COMPANY-OPERATED RESTAURANTS STATEMENTS OF EARNINGS DATA
(dollars in thousands)
 
Quarter
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
 
July 8, 2012
 
July 10, 2011
Jack in the Box:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company restaurant sales
$
214,679

 
 
 
$
274,876

 
 
 
$
736,860

 
 
 
$
938,930

 
 
Company restaurant costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Food and packaging
71,582

 
33.3
%
 
95,727

 
34.8
%
 
249,681

 
33.9
%
 
318,030

 
33.9
%
Payroll and employee benefits
63,372

 
29.5
%
 
82,789

 
30.1
%
 
218,761

 
29.7
%
 
288,183

 
30.7
%
Occupancy and other
45,842

 
21.4
%
 
63,920

 
23.3
%
 
158,341

 
21.5
%
 
216,849

 
23.1
%
Total company restaurant costs
$
180,796

 
84.2
%
 
$
242,436

 
88.2
%
 
$
626,783

 
85.1
%
 
$
823,062

 
87.7
%
Qdoba:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company restaurant sales
$
70,697

 
 
 
$
51,157

 
 
 
$
203,421

 
 
 
$
145,252

 
 
Company restaurant costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Food and packaging
20,573

 
29.1
%
 
14,869

 
29.1
%
 
59,491

 
29.2
%
 
41,695

 
28.7
%
Payroll and employee benefits
18,434

 
26.1
%
 
13,934

 
27.2
%
 
56,114

 
27.6
%
 
41,052

 
28.3
%
Occupancy and other
18,474

 
26.1
%
 
14,180

 
27.7
%
 
56,410

 
27.7
%
 
43,047

 
29.6
%
Total company restaurant costs
$
57,481

 
81.3
%
 
$
42,983

 
84.0
%
 
$
172,015

 
84.6
%
 
$
125,794

 
86.6
%
The following table summarizes the year-to-date changes in the number of Jack in the Box and Qdoba company and franchise restaurants:
 
July 8, 2012
 
July 10, 2011
 
Company
 
Franchise
 
Total
 
Company
 
Franchise
 
Total
Jack in the Box:
 
 
 
 
 
 
 
 
 
 
 
Beginning of year
629

 
1,592

 
2,221

 
956

 
1,250

 
2,206

New
14

 
16

 
30

 
11

 
10

 
21

Refranchised
(55
)
 
55

 

 
(226
)
 
226

 

Closed
(2
)
 
(2
)
 
(4
)
 
(6
)
 
(1
)
 
(7
)
End of period
586

 
1,661

 
2,247

 
735

 
1,485

 
2,220

% of system
26
%
 
74
%
 
100
%
 
33
%
 
67
%
 
100
%
Qdoba:
 
 
 
 
 
 
 
 
 
 
 
Beginning of year
245

 
338

 
583

 
188

 
337

 
525

New
14

 
20

 
34

 
17

 
30

 
47

Acquired from franchisees
45

 
(45
)
 

 
24

 
(24
)
 

Closed

 
(3
)
 
(3
)
 

 
(8
)
 
(8
)
End of period
304

 
310

 
614

 
229

 
335

 
564

% of system
50
%
 
50
%
 
100
%
 
41
%
 
59
%
 
100
%
Consolidated:
 
 
 
 
 
 
 
 
 
 
 
Total system
890

 
1,971

 
2,861

 
964

 
1,820

 
2,784

% of system
31
%
 
69
%
 
100
%
 
35
%
 
65
%
 
100
%

Revenues
As we continue to execute our refranchising strategy, which includes the sale of restaurants to franchisees, we expect the number of Jack in the Box company-operated restaurants and the related sales to decrease while revenues from franchise restaurants increase. As such, company restaurant sales decreased $40.7 million, or 12.5%, in the quarter and $143.9 million, or 13.3%, year-to-date. This decrease is due primarily to a decrease in the average number of Jack in the Box company-operated restaurants,

18


partially offset by an increase in the number of Qdoba company-operated restaurants and increases in per-store average sales (“PSA”) at our Jack in the Box and Qdoba company-operated restaurants.
The following table represents the approximate impact of these increases (decreases) on company restaurant sales (in thousands):
 
Quarter
 
Year-to-Date
Reduction in the average number of Jack in the Box restaurants
$
(87,600
)
 
$
(313,000
)
Jack in the Box PSA sales increase
27,400

 
111,000

Increase in the average number of Qdoba restaurants
15,800

 
49,100

Qdoba PSA sales increase
3,700

 
9,000

Total decrease in company restaurant sales
$
(40,700
)
 
$
(143,900
)
Same-store sales at Jack in the Box company-operated restaurants increased 3.4% in the quarter and 4.9% year-to-date driven by a combination of price increases and transaction growth. Same-store sales at Qdoba company-operated restaurants increased 3.3% in the quarter and 3.5% year-to-date primarily driven by price increases. The following table summarizes the change in company-operated same-store sales:
 
Quarter
 
Year-to-Date
Jack in the Box transactions
1.2
%
 
2.5
%
Jack in the Box average check (1)
2.2
%
 
2.4
%
Jack in the Box change in same-store sales
3.4
%
 
4.9
%
Qdoba change in same-store sales (2)
3.3
%
 
3.5
%
____________________________
(1)
Includes price increases of approximately 3.1% and 3.3% in the quarter and year-to-date, respectively.
(2)
Includes price increases of approximately 3.2% and 3.8% in the quarter and year-to-date, respectively.
Distribution sales to Jack in the Box and Qdoba franchisees grew $13.1 million in the quarter and $80.0 million year-to-date from a year ago. This growth primarily reflects an increase in the number of Jack in the Box franchise restaurants that purchase ingredients and supplies from our distribution centers, which contributed additional sales of approximately $21.6 million and $80.8 million, respectively. Year-to-date, higher commodity prices also contributed to the sales increase. During the second quarter, Qdoba franchised restaurants ceased using our distribution services resulting in decreases in distribution sales of $8.0 million in the quarter and $10.5 million year-to-date. For additional information regarding our distribution operations, refer to Note 16, Subsequent Event, of the notes to the condensed consolidated financial statements.
Franchise revenues increased $10.1 million, or 14.9%, in the quarter and $35.9 million, or 17.0%, year-to-date due primarily to an increase in the average number of Jack in the Box franchise restaurants, which contributed additional royalties and rents of approximately $11.6 million and $41.1 million, respectively. This increase was partially offset by a decrease in revenues from franchise fees and other driven primarily by a decline in the number of restaurants sold to franchisees and a year-to-date increase in re-image contributions to franchisees, which are recorded as a reduction of franchise revenues. The following table reflects the detail of our franchise revenues in each period and other information we believe is useful in analyzing the change in franchise revenues (dollars in thousands):

19


 
Quarter
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
 
July 8, 2012
 
July 10, 2011
Royalties
$
29,988

 
$
25,637

 
$
97,499

 
$
81,982

Rents
45,982

 
37,587

 
150,076

 
120,313

Re-image contributions to franchisees
(189
)
 
(1,905
)
 
(6,723
)
 
(4,620
)
Franchise fees and other
1,824

 
6,223

 
6,253

 
13,519

Franchise revenues
$
77,605

 
$
67,542

 
$
247,105

 
$
211,194

% increase
14.9
%
 


 
17.0
%
 


Average number of franchise restaurants
1,968

 
1,715

 
1,943

 
1,669

% increase
14.8
%
 
 
 
16.4
%
 
 
Increase in franchise-operated same-store sales:
 
 
 
 
 
 
 
Jack in the Box
2.6
%
 
2.4
%
 
3.0
%
 
0.9
%
Qdoba
0.9
%
 
5.0
%
 
2.5
%
 
6.1
%
Royalties as a percentage of estimated franchise restaurant sales:
 
 
 
 
 
 
 
Jack in the Box
5.3
%
 
5.3
%
 
5.3
%
 
5.3
%
Qdoba
5.0
%
 
5.0
%
 
5.0
%
 
5.0
%
Operating Costs and Expenses
Food and packaging costs decreased to 32.3% of company restaurant sales in the quarter and 32.9% year-to-date compared with 33.9% and 33.2%, respectively, a year ago. In 2012, higher commodity costs were more than offset in the quarter and partially offset year-to-date by the benefit of selling price increases, favorable product mix and a greater proportion of Qdoba company restaurants. Commodity costs increased (decreased) as follows compared with the prior year:
 
Quarter
 
Year-to-Date
Jack in the Box
(0.3
)%
 
3.1
%
Qdoba
2.5
 %
 
7.8
%
Commodity cost increases were driven by higher costs for most commodities other than produce and poultry. We expect overall commodity costs for fiscal 2012 to increase approximately 3.5%. Beef represents the largest portion, or approximately 20%, of the Company’s overall commodity spend, and we typically do not enter into fixed price contracts for our beef needs. For the full year, we currently expect beef costs to increase approximately 5%, and most other major commodities to be higher in 2012 compared with last year.
Payroll and employee benefit costs decreased to 28.7% of company restaurant sales in the quarter and 29.2% year-to-date, compared to 29.7% and 30.4%, respectively, in 2011, reflecting the leverage from same-store sales increases, the benefits of refranchising and the favorable impact of recent acquisitions of Qdoba restaurants. These decreases were partially offset by higher levels of incentive compensation.
Occupancy and other costs decreased to 22.5% of company restaurant sales in the quarter and 22.8% year-to-date compared with 24.0% for both periods, last year. The lower percentage in 2012 is due primarily to the leverage from same-store sales increases, the benefits of refranchising Jack in the Box restaurants, the favorable impact of recent acquisitions of Qdoba franchised restaurants, and a reduction of approximately 50 basis points due to costs associated with the roll-out of new menu boards and uniforms during the prior year quarter at Jack in the Box restaurants. These benefits were partially offset by higher fees associated with debit card transactions and depreciation expense related to the Jack in the Box re-image program compared with last year.
Distribution costs increased $12.8 million in the quarter and $78.5 million year-to-date, primarily reflecting an increase in the related sales. The 2012 supply chain agreement provides that any profits or losses related to our distribution operations are shared by all company and franchise restaurants who utilize our distribution services. For additional information regarding our distribution operations, refer to Note 16, Subsequent Event, of the notes to the condensed consolidated financial statements.
Franchise costs, principally rents and depreciation on properties we lease to Jack in the Box franchisees, increased $7.0 million to 49.7% of the related revenues in the quarter and $25.2 million to 51.2% year-to-date, from 46.8% and 48.0%, respectively, a year ago. The increase as a percent of revenues is primarily due to a decline in revenue from franchise fees and higher rent and depreciation expenses resulting from an increase in the percentage of locations we lease to franchisees. In the quarter, these increases were offset in part by a decrease in re-image contributions to franchisees.

20


The following table presents the change in selling, general and administrative (“SG&A”) expenses compared with the prior year (in thousands):
 
Increase / (Decrease)
 
Quarter
 
Year-to-Date
Advertising
$
(1,894
)
 
$
(9,579
)
Refranchising strategy
(2,100
)
 
(4,476
)
Incentive compensation
2,661

 
4,351

Cash surrender value of COLI policies, net
109

 
190

Pension and postretirement benefits
658

 
2,190

Pre-opening costs
563

 
1,712

Qdoba general and administrative
1,141

 
3,216

Other
84

 
4,322

 
$
1,222

 
$
1,926

Our refranchising strategy has resulted in a decrease in the number of Jack in the Box company-operated restaurants and the related overhead expenses to manage and support those restaurants, including advertising costs, which are primarily contributions to our marketing fund determined as a percentage of restaurant sales. The higher levels of incentive compensation reflect an improvement in the Company’s results compared with performance goals. The cash surrender value of our company-owned life insurance (“COLI”) policies, net of changes in our non-qualified deferred compensation obligation supported by these policies, are subject to market fluctuations. The changes in market values had a negative impact of $0.1 million in the quarter compared with no impact in the same quarter last year, and positively impacted SG&A by $4.2 million year to date compared with $4.4 million a year ago. The increase in pension and postretirement benefits expense principally relates to a decrease in the discount rate as compared with a year ago. The increase in pre-opening costs primarily relates to higher expenses associated with restaurant openings in new Jack in the Box markets. Qdoba general and administrative costs increased primarily due to higher overhead to support our growing number of company-operated restaurants.
Impairment and other charges, net is comprised of the following (in thousands):
 
Quarter
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
 
July 8, 2012
 
July 10, 2011
Impairment charges
$
656

 
$
517

 
$
2,765

 
$
1,684

Losses on the disposition of property and equipment, net
904

 
660

 
3,762

 
6,084

Costs of closed restaurants (primarily lease obligations) and other
2,337

 
924

 
5,270

 
2,423

Restructuring costs
11,284

 

 
12,809

 

 
$
15,181

 
$
2,101

 
$
24,606

 
$
10,191

Impairment and other charges, net increased $13.1 million in the quarter and $14.4 million year-to-date compared to a year ago. These increases primarily relate to costs incurred in connection with the comprehensive review of our organization structure, which includes evaluating outsourcing opportunities, restructuring of certain functions and workforce reductions. In the quarter and year-to-date, these costs consist primarily of pension benefits and employee termination costs related to a voluntary early retirement program offered by the Company. With our broad-reaching restructuring activities, including the early retirement plan, we have identified approximately $10 million of annualized reductions, and we expect to see the benefits of this in our cost structure beginning in fiscal 2013. To a lesser extent, adjustments made to certain sublease assumptions associated with our lease obligations for closed locations also contributed to the increase in impairment charges and other. Refer to Note 5, Impairment, Disposition of Property and Equipment, Restaurant Closing Costs and Restructuring, of the notes to the condensed consolidated financial statements for additional information regarding the impairment and other charges.
Gains on the sale of company-operated restaurants to franchisees, net are detailed in the following table (dollars in thousands):
 
Quarter
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
 
July 8, 2012
 
July 10, 2011
Number of restaurants sold to franchisees
18

 
112

 
55

 
226

Gains on the sale of company-operated restaurants
$
3,733

 
$
10,190

 
$
18,933

 
$
38,940

Average gain on restaurants sold
$
207

 
$
91

 
$
344

 
$
172

In 2012, gains on the sale of company-operated restaurants include additional gains of $0.2 million in the quarter and $2.2

21


million year-to-date recognized upon the extension of the underlying franchise and lease agreements related to one and four restaurants, respectively. Gains were impacted by the number of restaurants sold and changes in average gains recognized, which relate to the specific sales and cash flows of those restaurants. The lower average gains in the prior year relate to the sale of markets with lower-than-average sales volumes and cash flows in the second and third quarters.
Interest Expense, Net
Interest expense, net is comprised of the following (in thousands):
 
Quarter
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
 
July 8, 2012
 
July 10, 2011
Interest expense
$
4,794

 
$
4,369

 
$
16,550

 
$
13,520

Interest income
(423
)
 
(353
)
 
(1,588
)
 
(947
)
Interest expense, net
$
4,371

 
$
4,016

 
$
14,962

 
$
12,573

Interest expense, net increased $0.4 million in the quarter and $2.4 million year-to-date compared with a year ago primarily due to higher average borrowings.
Income Taxes
The tax rate in 2012 was 34.6% in the quarter and 34.3% year-to-date, compared with 35.2% and 35.0%, respectively, in the prior year. The changes in rates were impacted by the market performance of insurance investment products used to fund certain non-qualified retirement plans and estimated earnings. Changes in the cash value of the insurance products are not included in taxable income. We expect the fiscal year tax rate to be 35%-36%. The annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.
Net Earnings
Net earnings were $11.6 million, or $0.26 per diluted share, in the quarter compared with $18.7 million, or $0.38 per diluted share, a year ago. Year-to-date net earnings from continuing operations were $45.2 million, or $1.01 per diluted share, compared with $57.9 million or $1.13 per diluted share, a year ago.
LIQUIDITY AND CAPITAL RESOURCES
General
Our primary sources of short-term and long-term liquidity are expected to be cash flows from operations, the revolving bank credit facility, the sale and leaseback of certain restaurant properties and the sale of Jack in the Box company-operated restaurants to franchisees.
We generally reinvest available cash flows from operations to improve our restaurant facilities and develop new restaurants, to reduce debt and to repurchase shares of our common stock. Our cash requirements consist principally of:
working capital;
capital expenditures for new restaurant construction and restaurant renovations;
income tax payments;
debt service requirements; and
obligations related to our benefit plans.
Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with other financing alternatives in place or available, will be sufficient to meet our capital expenditure, working capital and debt service requirements for the foreseeable future.
As is common in the restaurant industry, we maintain relatively low levels of accounts receivable and inventories, and our vendors grant trade credit for purchases such as food and supplies. We also continually invest in our business through the addition of new units and refurbishment of existing units, which are reflected as long-term assets and not as part of working capital. As a result, we typically maintain current liabilities in excess of current assets, which results in a working capital deficit.
Cash Flows
The table below summarizes our cash flows from operating, investing and financing activities (in thousands):


22


 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
Total cash provided by (used in):
 
 
 
Operating activities
$
111,582

 
$
92,016

Investing activities
(81,785
)
 
(21,734
)
Financing activities
(30,406
)
 
(68,863
)
Net increase (decrease) in cash and cash equivalents
$
(609
)
 
$
1,419

Operating Activities. Operating cash flows increased $19.6 million compared with a year ago due primarily to an $18.1 million increase in net income adjusted for non-cash items and a $8.5 million and $7.5 million decrease in payments for income taxes and advertising costs, respectively. The impact of these increases in cash flows were partially offset by increases in payments as follows: $9.5 million related to fluctuations in the timing of October rent payments; $6.5 million in pension contributions; and $6.0 million for interest expense. In connection with the transition of our distribution services to an outsourcing arrangement by the end of the first quarter of fiscal 2013, we expect to free up approximately $60 million in working capital currently tied up in franchise receivables and distribution center inventories. For additional information regarding the outsourcing arrangement, refer to Note 16, Subsequent Event, of the notes to the condensed consolidated financial statements.
Investing Activities. Cash used in investing activities increased $60.1 million compared with a year ago due primarily to decreases in (1) proceeds from the sale of restaurants to franchisees, (2) proceeds from the sale and leaseback of restaurant properties and (3) collections of notes receivable related to prior years’ refranchising activities, as well as an increase in cash used to acquire Qdoba franchise-operated restaurants and purchase assets held for sale and leaseback. The impact of these decreases in cash flows were partially offset by a decrease in capital expenditures.
Capital Expenditures The composition of capital expenditures in each period follows (in thousands):
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
Jack in the Box:
 
 
 
New restaurants
$
10,736

 
$
10,600

Restaurant facility improvements
22,052

 
61,904

Other, including corporate
8,417

 
10,204

Qdoba
15,000

 
16,777

Total capital expenditures
$
56,205

 
$
99,485

Our capital expenditure program includes, among other things, investments in new locations, restaurant remodeling, new equipment and information technology enhancements. Capital expenditures decreased compared to a year ago due primarily to a decrease in spending related to our Jack in the Box restaurant re-image and new logo program. We expect fiscal 2012 capital expenditures to be approximately $80-$90 million. We plan to open approximately 20 Jack in the Box and 25-30 Qdoba company-operated restaurants in 2012.
Sale of Company-Operated Restaurants The following table details proceeds received in connection with our refranchising activities in each period (dollars in thousands):
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
Number of restaurants sold to franchisees
55

 
226

 
 
 
 
Total proceeds
$
29,253

 
$
76,915

Average proceeds
$
532

 
$
340

We expect total proceeds of approximately $45 million from the sale of approximately 100 Jack in the Box restaurants in 2012. In certain instances, we may provide financing to facilitate the closing of certain transactions. As of July 8, 2012, notes receivable related to prior year refranchisings were $2.9 million.
Assets Held for Sale and Leaseback We use sale and leaseback financing to lower the initial cash investment in our Jack in the Box restaurants to the cost of the equipment, whenever possible. The following table summarizes the cash flow activity related to sale and leaseback transactions in each period (dollars in thousands):

23


 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
Number of restaurants sold and leased back
10

 
14

 
 
 
 
Purchases of assets held for sale and leaseback
$
(31,565
)
 
$
(17,442
)
Proceeds from the sale of assets held for sale and leaseback
18,457

 
25,753

Net cash flows related to assets held for sale and leaseback
$
(13,108
)
 
$
8,311

As of July 8, 2012, we had investments of $62.4 million in approximately 36 operating or under construction restaurant properties that we expect to sell and leaseback during the next 12 months.
Acquisition of Franchise-Operated Restaurants During 2012, we acquired Qdoba franchise restaurants in select markets where we believe there is continued opportunity for restaurant development. The following table details franchise-operated restaurant acquisition activity (dollars in thousands):
 
Year-to-Date
 
July 8, 2012
 
July 10, 2011
Number of restaurants acquired from franchisees
45

 
24

Cash used to acquire franchise-operated restaurants
$
48,262

 
$
22,077

The purchase prices were primarily allocated to property and equipment, goodwill and reacquired franchise rights. For additional information, refer to Note 2, Summary of Refranchisings, Franchise Development and Acquisitions, of the notes to the condensed consolidated financial statements.
Financing Activities. Cash flows used in financing activities decreased $38.5 million compared with a year ago primarily attributable to a decrease in cash used to repurchase shares of our common stock, partially offset by a decrease in borrowings under our credit facility.
Credit Facility Our credit facility is comprised of (i) a $400.0 million revolving credit facility and (ii) a $200.0 million term loan maturing on June 29, 2015, both bearing interest at London Interbank Offered Rate (“LIBOR”) plus 2.50%, as of July 8, 2012. As part of the credit agreement, we may also request the issuance of up to $75.0 million in letters of credit, the outstanding amount of which reduces the net borrowing capacity under the agreement. The credit facility requires the payment of an annual commitment fee based on the unused portion of the credit facility. The credit facility’s interest rates and the annual commitment rate are based on a financial leverage ratio, as defined in the credit agreement. We may make voluntary prepayments of the loans under the revolving credit facility and term loan at any time without premium or penalty. Specific events, such as asset sales, certain issuances of debt, and insurance and condemnation recoveries, may trigger a mandatory prepayment.
We are subject to a number of customary covenants under our credit facility, including limitations on additional borrowings, acquisitions, loans to franchisees, capital expenditures, lease commitments, stock repurchases, dividend payments and requirements to maintain certain financial ratios. We were in compliance with all covenants as of July 8, 2012.
At July 8, 2012, we had $170.0 million outstanding under the term loan, borrowings under the revolving credit facility of $275.0 million and letters of credit outstanding of $30.9 million.
FFE Credit Facility FFE entered into an $80.0 million Senior Secured Revolving Securitization Facility (“FFE Facility”) with a third party to assist in funding our franchisee lending program. The FFE Facility is a revolving loan and security agreement bearing a variable interest rate. The revolving period expired in June 2012. As of July 8, 2012, FFE had borrowings outstanding of $0.4 million against this facility.
Interest Rate Swaps To reduce our exposure to rising interest rates under our credit facility, we consider interest rate swaps. In August 2010, we entered into two forward-looking swaps that effectively convert $100.0 million of our variable rate term loan to a fixed-rate basis from September 2011 through September 2014. Based on the term loan’s applicable margin of 2.50% as of July 8, 2012, these agreements would have an average pay rate of 1.54%, yielding an “all-in” fixed rate of 4.04%. For additional information related to our interest rate swaps, refer to Note 4, Derivative Instruments, of the notes to the condensed consolidated financial statements.
Repurchases of Common Stock In May 2011, the Board of Directors approved a program to repurchase up to $100.0 million in shares of our common stock expiring November 2012. During the first quarter, we repurchased approximately 0.3 million shares at an aggregate cost of $6.4 million, completing the May 2011 authorization. In November 2011, the Board of

24


Directors approved a new program to repurchase $100.0 million in shares of our common stock expiring November 2013. As of the end of the third quarter, $100.0 million remains available under this authorization.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.
DISCUSSION OF CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are those the Company believes are most important for the portrayal of the Company’s financial condition and results and that require management’s most subjective and complex judgments. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting estimates previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2011.
NEW ACCOUNTING PRONOUNCEMENTS
In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, which was issued to update the language used in existing guidance to better align U.S. GAAP and IFRS fair value measurement guidance. This update also requires increased disclosure of quantitative and qualitative information about unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. Other than requiring additional disclosures, adoption of this new guidance in the second quarter did not have a significant impact on our consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which was issued to enhance comparability between entities that report under U.S. GAAP and IFRS, and to provide a more consistent method of presenting non-owner transactions that affect an entity’s equity. ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption of the new guidance is permitted, and full retrospective application is required. This pronouncement is not expected to have a material impact on our consolidated financial statements upon adoption.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the federal securities laws. Any statements contained herein that are not historical facts may be deemed to be forward-looking statements. Forward-looking statements may be identified by words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to, the important factors described in the “Discussion of Critical Accounting Estimates,” and in other sections in this Form 10-Q and in our most recent Annual Report on Form 10-K and other Securities and Exchange Commission filings, including:
Food service businesses such as ours may be materially and adversely affected by changes in consumer tastes or eating habits, and economic, political and socioeconomic conditions. Adverse economic conditions such as unemployment (particularly in California and Texas where our Jack in the Box restaurants are concentrated) may result in reduced restaurant traffic and sales and impose practical limits on pricing.
Our profitability depends in part on changes in food costs and availability, fuel costs and other supply and distribution costs. The risks of increased commodities costs and volatility in costs could negatively impact our margins as well as franchisee margins.
Multi-unit food service businesses such as ours can be materially and adversely affected by widespread negative publicity of any type, particularly regarding food quality or public health issues. Negative publicity regarding our brands or the restaurant industry in general could cause a decline in system restaurant sales and could have a material adverse effect on our financial condition and results of operations.

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Food service businesses such as ours are subject to the risk that shortages or interruptions in supply could adversely affect the availability, quality and cost of ingredients.
Our business can be materially and adversely affected by severe weather conditions, which can result in lost restaurant sales and increased costs.
New restaurant development, which is critical to our long-term success, involves substantial risks, including availability of acceptable financing, cost overruns and the inability to secure suitable sites on acceptable terms.
Our growth strategy includes opening restaurants in new markets where we cannot assure that we will be able to successfully expand, compete with existing restaurants, attract customers or otherwise operate profitably.
The restaurant industry is highly competitive with respect to price, service, location, brand identification and the quality of food. We cannot assure that we will be able to effectively respond to aggressive competitors (including competitors with significantly greater financial resources); that our facility improvements will yield the desired return on investment; or that our new products, service initiatives or our overall strategies will be successful.
The cost of compliance with labor and other regulations could negatively affect our results of operations and financial condition. The increasing amount and complexity of federal, state and local governmental regulations applicable to our industry may increase both our costs of compliance and our exposure to regulatory claims.
Should our advertising and promotion be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.
We may not be able to achieve or maintain the ownership mix of franchisee to company-operated restaurants that we desire. Additionally, our ability to reduce operating costs through increased franchise ownership is subject to risks and uncertainties.
We cannot assure that franchisees and developers planning the opening of franchisee restaurants will have the ability or resources to open restaurants or be effective operators, remain aligned with our operations, promotional and capital-intensive initiatives, or successfully operate restaurants in a manner consistent with our standards. In addition, a franchisee's unrelated business obligations could adversely affect a franchisee’s ability to make timely payments to us or adhere to our standards and project an image consistent with our brands.
The loss of key personnel could have a material adverse effect on our business.
We cannot assure that our current cost reduction and outsourcing activities, or any other activities that we may undertake in the future, will achieve the desired cost savings and efficiencies.
A material failure or interruption of service or a breach in security of our computer systems could cause reduced efficiency in operations, loss of data or business interruptions.
Failure to comply with environmental laws could result in the imposition of severe penalties or restrictions on operations by governmental agencies or courts of law, which could adversely affect operations.
Our ability to repay expected borrowings under our credit facility and to meet our other debt or contractual obligations will depend upon our future performance and our cash flows from operations, both of which are subject to prevailing economic conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control.
Changes in accounting standards, policies or related interpretations by accountants or regulatory entities may negatively impact our results.
We are subject to litigation which is inherently unpredictable and can result in unfavorable resolutions where the amount of ultimate loss may differ from our estimated loss contingencies, or impose other costs in defense of claims.
Potential investors are urged to consider these factors carefully in evaluating any forward-looking statements, and are cautioned not to place undue reliance on the forward-looking statements. All forward-looking statements are made only as of the date issued, and we do not undertake any obligation to update any forward-looking statements.
 
ITEM 3.        QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary exposure to risks relating to financial instruments is changes in interest rates. Our credit facility, which is comprised of a revolving credit facility and a term loan, bears interest at an annual rate equal to the prime rate or LIBOR plus an applicable margin based on a financial leverage ratio. As of July 8, 2012, the applicable margin for the LIBOR-based revolving loans and term loan was set at 2.50%.
We use interest rate swap agreements to reduce exposure to interest rate fluctuations. In August 2010, we entered into two interest rate swap agreements that will effectively convert $100.0 million of our variable rate term loan borrowings to a fixed-rate

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basis beginning September 2011 through September 2014. Based on the term loan’s applicable margin of 2.50% as of July 8, 2012, these agreements would have an average pay rate of 1.54%, yielding an “all-in” fixed rate of 4.04%.
A hypothetical 100 basis point increase in short-term interest rates, based on the outstanding balance of our revolving credit facility and term loan at July 8, 2012, would result in an estimated increase of $3.5 million in annual interest expense.
We are also exposed to the impact of commodity and utility price fluctuations related to unpredictable factors such as weather and various other market conditions outside our control. Our ability to recover increased costs through higher prices is limited by the competitive environment in which we operate. From time to time, we enter into futures and option contracts to manage these fluctuations. At July 8, 2012, we had no such contracts in place.

ITEM 4.        CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a - 15 and 15d - 15 of the Securities Exchange Act of 1934, as amended), as of the end of the Company’s quarter ended July 8, 2012, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) have concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended July 8, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

ITEM 1.        LEGAL PROCEEDINGS
The Company is subject to normal and routine litigation brought by former, current or prospective employees, customers, franchisees, vendors, landlords, shareholders or others. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its 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. The Company regularly reviews contingencies to determine the adequacy of the accruals and related disclosures. The ultimate amount of loss may differ from these estimates. Although the Company currently believes that the ultimate outcome of these matters will not have a material adverse effect on the results of operations, liquidity or financial position of the Company, it is possible that the results of operations, liquidity, or financial position of the Company could be materially affected in any particular future reporting period by the unfavorable resolution of one or more of these matters or contingencies.
 
ITEM 1A.    RISK FACTORS
You should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended October 2, 2011, which we filed with the SEC on November 23, 2011, together with the risks and uncertainties discussed under the heading “Cautionary Statements Regarding Forward-Looking Statements” in Item 2 of this Quarterly Report on Form 10-Q when evaluating our business and our prospects. There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended October 2, 2011. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks or uncertainties actually occurs, our business and financial results could be harmed. In that case, the market price of our common stock could decline. You should also refer to the other information set forth in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended October 2, 2011, including our financial statements and the related notes.

ITEM 5.          OTHER INFORMATION
Item 1.01 Entry into a Material Definitive Agreement.
The Board of Directors (the “Board”), following a recommendation of the Nominating and Governance Committee of the Board, approved an amended and restated form of Indemnification Agreement for the Company’s directors, officers, key employees and key agents. The Board also authorized the Company to enter into the amended and restated form of Indemnification Agreement with each of its existing directors, officers and key employees, effective August 6, 2012.
The amended and restated Indemnification Agreement reflects changes in Delaware law and best practices since the Board’s adoption of the prior form, and complies with the Company’s Bylaws and Delaware law. The Board determined that it was in the best interests of the Company and its stockholders to approve the amended and restated Indemnification Agreement to help the Company attract and retain the services of talented and experienced individuals to serve as directors, officers, employees and agents of the Company and its subsidiaries.
This summary of the amended and restated Indemnification Agreement is qualified in its entirety by reference to the form of Indemnification Agreement attached as Exhibit 10.11 to this report, and is incorporated herein by reference.

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ITEM 6.    EXHIBITS
Number
Description
Form
Filed with SEC
3.1
Restated Certificate of Incorporation, as amended, dated March 6, 1992
10-K
12/2/1999
3.1.1
Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 2007
8-K
9/24/2007
3.2
Amended and Restated Bylaws, dated April 9, 2012
8-K
4/10/2012
10.11 ~
Form of Amended and Restated Indemnification Agreement between the registrant and individual directors, officers and key employees.
Filed herewith
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101.INS*
XBRL Instance Document
 
 
101.SCH*
XBRL Taxonomy Extension Schema Document
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
____________________________
~
Management contract or compensatory plan
*
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”



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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
JACK IN THE BOX INC.
 
 
 
 
By:
/S/    JERRY P. REBEL        
 
 
Jerry P. Rebel
 
 
Executive Vice President and Chief Financial Officer (principal financial officer)
(Duly Authorized Signatory)
Date: August 10, 2012

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