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FALSE000080788200008078822024-08-062024-08-06

_____________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2024

JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
_________________
Delaware
1-9390
95-2698708
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)

9357 Spectrum Center Blvd, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)
_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock JACK NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

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

______________________________________________________________________



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 6, 2024, Jack in the Box Inc. issued a press release announcing its third quarter fiscal 2024 financial results and disclosing other information.

A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No. Description
99.1





SIGNATURES
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.
/s/    Brian Scott
  Brian Scott
  Executive Vice President, Chief Financial Officer
Date: August 6, 2024

EX-99.1 2 ex991-q324earningsrelease.htm EX-99.1 Document
Exhibit 99.1
jiblogocoverpagea02a.jpg
 deltacologoa.jpg
Contact: Chris Brandon
Vice President, Investor Relations
chris.brandon@jackinthebox.com
619.902.0269

Jack in the Box Inc. Reports Third Quarter 2024 Earnings
Jack in the Box same-store sales of (2.2%)
Del Taco same-store sales of (3.9%)
Jack in the Box systemwide sales of (1.3%); Del Taco systemwide sales of (3.2%)
Diluted loss per share of ($6.26), including a $162.6 million non-cash goodwill impairment charge for Del Taco
Operating EPS of $1.65
Jack in the Box signed 3 development agreements with new franchisees for 28 new restaurants
Jack in the Box entering Chicago market with multiple company-owned openings in FY 2025
Jack in the Box progressing on tech and digital transformation with nearly 100 restaurants on our new POS system and our next generation app going live on September 1st
Del Taco's three most recent restaurant openings, in Florida and Virginia, all set new company records for first-week sales

SAN DIEGO, Calif. August 6, 2024 – Jack in the Box Inc. (NASDAQ: JACK) announced financial results for the Jack in the Box and Del Taco brands in the third quarter, ended July 7, 2024.
“I am proud of our teams and how they continue to enhance the guest experience and deliver operational improvements during a challenging sales environment for our entire industry,” said Darin Harris, Jack in the Box Chief Executive Officer. “We continue to focus on value and ways we can improve transactions with the low-income guest — while at the same time, doubling down on our strengths of innovation, variety and late night. We will strive to finish the year strong with positive momentum heading into 2025, while continuing to execute against our strategic initiatives to achieve our long-term growth and profitability ambitions.”

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Jack in the Box Performance
Same-store sales decreased 2.2% in the third quarter, comprised of franchise same-store sales decline of 2.4% and company-owned same-store sales increase of 0.1%. Transactions were down from prior year although slightly improved from last quarter. Systemwide sales for the third quarter decreased 1.3%.
Restaurant-Level Margin(1), a non-GAAP measure, was $21.1 million, or 21.0%, down from $21.1 million, or 21.8%, a year ago driven primarily by higher costs for labor and other restaurant operating costs, partially offset by lower food and packaging costs. The increase in labor was driven in large part from implementing California's new minimum wage law.
Franchise-Level Margin(1), a non-GAAP measure, was $74.6 million, or 41.1%, a decrease from $75.3 million, or 41.1%, a year ago. The decrease was mainly driven by the decline in franchise sales for the quarter.
Jack in the Box net restaurant count remained flat in the third quarter, with three restaurant openings and three restaurant closures. Since the launch of the development program in mid-2021, the company has 96 signed agreements for a total of 437 restaurants, with 46 restaurants opened to date.

Jack in the Box Same-Store Sales: 12 Weeks Ended
July 7, 2024 July 9, 2023
Company 0.1 % 6.9 %
Franchise (2.4 %) 8.0 %
System (2.2 %) 7.9 %

Jack in the Box Restaurant Counts:
  2024 2023
  Company Franchise Total Company Franchise Total
Restaurant count at Q2'24 144  2,051  2,195  140  2,047  2,187 
New —  — 
Closed —  (3) (3) —  (2) (2)
Restaurant count at end of Q3'24 144  2,051  2,195  140  2,051  2,191 
Q3'24 QTD Net Restaurant Increase —  —  — 
YTD Net Restaurant Increase 1.4  % 0.3  % 0.4  %



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Del Taco Performance
Same-store sales decreased 3.9% in the third quarter, comprised of franchise same-store sales decline of 4.1% and company-operated same-store sales decline of 3.5%. Sales performance resulted from a decline in transactions, partially offset by an increase in average check. Systemwide sales for the fiscal third quarter decreased 3.2%.
Restaurant-Level Margin(1), a non-GAAP measure, was $8.8 million, or 13.4%, down from $17.7 million, or 17.4%, a year ago. The decrease was due mainly to refranchising restaurants, and the margin percentage decline was driven by increased costs for labor and utilities, partially offset by menu price increases. The increase in labor as a percentage of sales was a result of implementing California's new minimum wage law and the sales decline.
Franchise-Level Margin(1), a non-GAAP measure, was $5.8 million, or 27.1%, compared to $5.5 million, or 36.7%, a year ago. The decrease in margin percentage was driven by the impact of refranchising and the associated increase in pass-thru rent and marketing fees.
Del Taco restaurant count in the third quarter had five restaurant openings and three restaurant closings. Subsequent to the quarter, 27 Del Taco restaurants were refranchised, which included a development agreement for 25 additional restaurants.
Del Taco Same-Store Sales: 12 Weeks Ended
July 7, 2024 July 9, 2023
Company (3.5 %) 1.7 %
Franchise (4.1 %) 1.8 %
System (3.9 %) 1.7 %

Del Taco Restaurant Counts:
  2024 2023
  Company Franchise Total Company Franchise Total
Restaurant count at Q2'24 166  429  595  273  322  595 
New — 
Refranchised —  —  —  (50) 50  — 
Closed (2) (1) (3) (2) (1) (3)
Restaurant count at end of Q3'24 165  432  597  221  373  594 
Q3'24 QTD Net Restaurant Increase (1)
YTD Net Restaurant Increase/(Decrease) (3.5) % 2.6  % 0.8  %

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Company-Wide Performance
Third quarter diluted loss per share was ($6.26). Operating Earnings Per Share(2), a non-GAAP measure, was $1.65 in the third quarter of fiscal 2024 compared with $1.45 in the prior year quarter.
Total revenues decreased 7.0% to $369.2 million, compared to $396.9 million in the prior year quarter. The lower revenue is primarily the result of the Del Taco refranchising transactions. Net loss was ($122.3) million for the third quarter of fiscal 2024, with the loss resulting from the goodwill impairment noted below. This compared with net earnings of $29.2 million for the third quarter of fiscal 2023. Adjusted EBITDA(3), a non-GAAP measure, was $78.9 million in the third quarter of fiscal 2024 compared with $81.6 million for the prior year quarter.
Company-wide SG&A expense for the third quarter was $29.6 million, a decrease of $10.0 million compared to the prior year quarter. The decrease was due primarily to lower incentive-based compensation, a favorable adjustment to our workers compensation and general liability reserves, and gains on the cash surrender value of our company-owned life insurance policies. When excluding net COLI gains, G&A was 2.0% of systemwide sales.
During the third quarter, the Company recognized a goodwill impairment of $162.6 million to the Del Taco reporting unit. This is a non-cash charge that does not impact future operations and is the result of an internal goodwill impairment assessment triggered by i) a recent negative trend in Del Taco same store sales, ii) lower margins due in part to wage increases required in California effective April 1, 2024 under AB 1228, iii) unfavorable changes in the economic environment impacting our industry, including inflation and interest rates, and iv) a sustained lower share price.
The income tax provisions reflect an effective tax rate of negative 0.1% in the third quarter of 2024, as compared to 32.6% in the third quarter of fiscal year 2023. The rate for the quarter was primarily due to the impairment of non-deductible goodwill. The non-GAAP adjusted tax rate for the third quarter of 2024 was 26.2%.
(1) Restaurant-Level Margin and Franchise-Level Margin are non-GAAP measures. These non-GAAP measures are reconciled to earnings from operations, the most comparable GAAP measure, in the attachment to this release. See "Reconciliation of Non-GAAP Measurements to GAAP Results."
(2) Operating Earnings Per Share represents the diluted earnings per share on a GAAP basis, excluding certain adjustments. See "Reconciliation of Non-GAAP Measurements to GAAP Results." Operating earnings per share may not add due to rounding.
(3) Adjusted EBITDA represents net earnings on a GAAP basis excluding certain adjustments. See "Reconciliation of Non-GAAP Measurements to GAAP Results."


Capital Allocation
The Company repurchased 0.3 million shares of our common stock for an aggregate cost of $15.1 million in the third quarter. As of the end of the third quarter, there was $195.0 million remaining under the Board-authorized stock buyback program.
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On August 2, 2024, the Board of Directors declared a cash dividend of $0.44 per share, to be paid on September 19, 2024, to shareholders of record as of the close of business on August 30, 2024.

Guidance & Outlook Updates
Based on the year to date actual results and updated assumptions for the remainder of the year, the company’s updated expectations for the fiscal year ending September 29, 2024 include the following:
FY 2024 Company-wide Guidance
•Adjusted EBITDA of $320-$325 million
•Operating EPS of $6.10-$6.25
•SG&A (excluding COLI gains/losses) of approximately $160 million

FY 2024 Jack in the Box Segment Guidance
•Same Store Sales of approximately (1.0%)
•Company-Owned Restaurant Level Margin of approximately 22%

FY 2024 Del Taco Segment Guidance
•Same Store Sales of approximately (1.5%)
•Company-Owned Restaurant Level Margin of approximately 14%

Conference Call
The Company will host a conference call for analysts and investors on Tuesday, August 6, 2024, beginning at 2:00 p.m. PT (5:00 p.m. ET). The call will be webcast live via the Investors section of the Jack in the Box company website at http://investors.jackinthebox.com. A replay of the call will be available through the Jack in the Box Inc. corporate website for 21 days. The call can be accessed via phone by dialing (888) 596-4144 and using ID 7573961.

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About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,200 restaurants across 23 states, and Del Taco®, the second largest Mexican-American QSR chain by units in the U.S. with approximately 600 restaurants across 17 states. For more information on both brands, including franchising opportunities, visit www.jackinthebox.com and www.deltaco.com.
Category: Earnings

Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “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 success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; and stock market volatility. These and other factors are discussed in the company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.
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JACK IN THE BOX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
12 Weeks Ended 40 Weeks Ended
July 7, 2024 July 9, 2023 July 7, 2024 July 9, 2023
Revenues:
Company restaurant sales $ 166,480  $ 198,516  $ 557,618  $ 671,311 
Franchise rental revenues 89,125  86,248  288,147  278,598 
Franchise royalties and other 55,293  54,970  183,707  185,342 
Franchise contributions for advertising and other services 58,273  57,208  192,544  184,531 
369,171  396,942  1,222,016  1,319,782 
Operating costs and expenses, net:
Food and packaging 46,251  58,556  156,297  199,799 
Payroll and employee benefits 57,917  63,871  185,025  217,547 
Occupancy and other 32,365  37,274  106,773  127,920 
Franchise occupancy expenses 57,989  53,930  187,704  173,803 
Franchise support and other costs 3,853  4,079  12,907  8,623 
Franchise advertising and other services expenses 60,444  59,569  200,201  192,875 
Selling, general and administrative expenses 29,580  39,617  113,200  129,164 
Depreciation and amortization 13,827  14,460  46,206  48,460 
Pre-opening costs 851  182  1,918  667 
Goodwill impairment 162,624  —  162,624  — 
Other operating expenses (income), net 5,641  7,656  16,343  5,135 
Losses (gains) on the sale of company-operated restaurants 65  (5,794) 1,384  (10,323)
471,407  333,400  1,190,582  1,093,670 
Earnings (loss) from operations (102,236) 63,542  31,434  226,112 
Other pension and post-retirement expenses, net 1,579  1,608  5,264  5,359 
Interest expense, net 18,402  18,662  61,491  64,167 
Earnings (loss) before income taxes (122,217) 43,272  (35,321) 156,586 
Income taxes 83  14,104  23,316  47,657 
Net earnings (loss) $ (122,300) $ 29,168  $ (58,637) $ 108,929 
Net earnings (loss) per share:
Basic $ (6.29) $ 1.42  $ (2.98) $ 5.25 
Diluted $ (6.26) $ 1.41  $ (2.96) $ 5.22 
Weighted-average shares outstanding:
Basic 19,454  20,487  19,690  20,738 
Diluted 19,541  20,649  19,836  20,861 
Dividends declared per common share $ 0.44  $ 0.44  $ 1.32  $ 1.32 








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JACK IN THE BOX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
July 7,
2024
October 1,
2023
ASSETS
Current assets:
Cash $ 21,646  $ 157,653 
Restricted cash 29,112  28,254 
Accounts and other receivables, net 86,228  99,678 
Inventories 4,160  3,896 
Prepaid expenses 12,121  16,911 
Current assets held for sale 29,408  13,925 
Other current assets 6,598  5,667 
Total current assets 189,273  325,984 
Property and equipment:
Property and equipment, at cost 1,271,679  1,258,589 
Less accumulated depreciation and amortization (851,443) (846,559)
Property and equipment, net 420,236  412,030 
Other assets:
Operating lease right-of-use assets 1,425,560  1,397,555 
Intangible assets, net 10,873  11,330 
Trademarks 283,500  283,500 
Goodwill 161,645  329,986 
Other assets, net 254,132  240,707 
Total other assets 2,135,710  2,263,078 
$ 2,745,219  $ 3,001,092 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt $ 29,999  $ 29,964 
Current operating lease liabilities 160,852  142,518 
Accounts payable 68,964  84,960 
Accrued liabilities 178,686  302,178 
Total current liabilities 438,501  559,620 
Long-term liabilities:
Long-term debt, net of current maturities 1,705,927  1,724,933 
Long-term operating lease liabilities, net of current portion 1,284,718  1,265,514 
Deferred tax liabilities 19,105  26,229 
Other long-term liabilities 142,781  143,123 
Total long-term liabilities 3,152,531  3,159,799 
Stockholders’ deficit:
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued —  — 
Common stock $0.01 par value, 175,000,000 shares authorized, 82,819,241 and 82,645,814 issued, respectively 828  826 
Capital in excess of par value 531,304  520,076 
Retained earnings 1,853,118  1,937,598 
Accumulated other comprehensive loss (50,581) (51,790)
Treasury stock, at cost, 63,694,503 and 62,910,964 shares, respectively (3,180,482) (3,125,037)
Total stockholders’ deficit (845,813) (718,327)
$ 2,745,219  $ 3,001,092 


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JACK IN THE BOX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
  Year-to-date
July 7, 2024 July 9, 2023
Cash flows from operating activities:
Net (loss) earnings $ (58,637) $ 108,929 
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization 46,206  48,460 
Amortization of franchise tenant improvement allowances and incentives 3,967  3,295 
Deferred finance cost amortization 3,722  3,915 
Excess tax deficiency from share-based compensation arrangements 71 
Deferred income taxes (10,314) 1,648 
Share-based compensation expense 11,018  7,991 
Pension and post-retirement expense 5,264  5,359 
Gains on cash surrender value of company-owned life insurance (11,776) (8,331)
Losses (gains) on the sale of company-operated restaurants 1,384  (10,323)
Gains on acquisition of restaurants (2,357) — 
Losses (gains) on the disposition of property and equipment, net 1,675  (9,155)
Impairment charges and other 163,169  6,232 
Changes in assets and liabilities, excluding acquisitions:
Accounts and other receivables 17,385  12,902 
Inventories (262) 658 
Prepaid expenses and other current assets 4,141  5,714 
Operating lease right-of-use assets and lease liabilities 6,191  5,357 
Accounts payable (16,720) (28,068)
Accrued liabilities (114,100) 32,525 
Pension and post-retirement contributions (4,784) (4,674)
Franchise tenant improvement allowance and incentive disbursements (1,919) (2,745)
Other (3,995) 2,311 
Cash flows provided by operating activities 39,263  182,071 
Cash flows from investing activities:
Purchases of property and equipment (85,768) (56,669)
Proceeds from the sale of property and equipment 10,899  25,174 
Proceeds from the sale and leaseback of assets 4,413  3,673 
Proceeds from the sale of company-operated restaurants 2,168  51,845 
Other —  1,465 
Cash flows (used in) provided by investing activities (68,288) 25,488 
Cash flows from financing activities:
Repayments of borrowings on revolving credit facilities —  (50,000)
Principal repayments on debt (22,288) (22,620)
Dividends paid on common stock (25,633) (27,198)
Proceeds from issuance of common stock 263 
Repurchases of common stock (54,999) (60,431)
Payroll tax payments for equity award issuances (3,206) (1,593)
Cash flows used in financing activities (106,124) (161,579)
Net (decrease) increase in cash and restricted cash (135,149) 45,980 
Cash and restricted cash at beginning of period 185,907  136,040 
Cash and restricted cash at end of period $ 50,758  $ 182,020 
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JACK IN THE BOX INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION

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.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS DATA
(Unaudited)

  12 Weeks Ended 40 Weeks Ended
  July 7, 2024 July 9, 2023 July 7,
2024
July 9,
2023
Revenues:
Company restaurant sales 45.1  % 50.0  % 45.6  % 50.9  %
Franchise rental revenues 24.1  % 21.7  % 23.6  % 21.1  %
Franchise royalties and other 15.0  % 13.8  % 15.0  % 14.0  %
Franchise contributions for advertising and other services 15.8  % 14.4  % 15.8  % 14.0  %
100.0  % 100.0  % 100.0  % 100.0  %
Operating costs and expenses, net:
Food and packaging (1) 27.8  % 29.5  % 28.0  % 29.8  %
Payroll and employee benefits (1) 34.8  % 32.2  % 33.2  % 32.4  %
Occupancy and other (1) 19.4  % 18.8  % 19.1  % 19.1  %
Franchise occupancy expenses (2) 65.1  % 62.5  % 65.1  % 62.4  %
Franchise support and other costs (3) 7.0  % 7.4  % 7.0  % 4.7  %
Franchise advertising and other services expenses (4) 103.7  % 104.1  % 104.0  % 104.5  %
Selling, general and administrative expenses 8.0  % 10.0  % 9.3  % 9.8  %
Depreciation and amortization 3.7  % 3.6  % 3.8  % 3.7  %
Pre-opening costs 0.2  % 0.0  % 0.2  % 0.1  %
Goodwill impairment 44.1  % —  % 13.3  % —  %
Other operating expenses (income), net 1.5  % 1.9  % 1.3  % 0.4  %
Losses (gains) on the sale of company-operated restaurants —  % (1.5) % 0.1  % (0.8) %
Earnings from operations (27.7) % 16.0  % 2.6  % 17.1  %
Income tax rate (5)  (0.1) % 32.6  % (66.0) % 30.4  %
____________________________
(1)As a percentage of company restaurant sales.
(2)As a percentage of franchise rental revenues.
(3)As a percentage of franchise royalties and other.
(4)As a percentage of franchise contributions for advertising and other services.
(5)As a percentage of earnings from operations and before income taxes.



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Jack in the Box systemwide sales (in thousands):
12 Weeks Ended 40 Weeks Ended
  July 7, 2024 July 9, 2023 July 7, 2024 July 9, 2023
Company-operated restaurant sales $ 100,355  $ 96,820  $ 331,339  $ 318,451 
Franchised restaurant sales (1) 931,303  948,457  3,069,318  3,088,697 
Systemwide sales (1) $ 1,031,658  $ 1,045,277  $ 3,400,657  $ 3,407,148 

Del Taco systemwide sales (in thousands):
12 Weeks Ended 40 Weeks Ended
  July 7, 2024 July 9, 2023 July 7, 2024 July 9, 2023
Company-operated restaurant sales $ 66,125  $ 101,696  $ 226,279  $ 352,860 
Franchised restaurant sales (1) 157,231  129,112  510,561  394,105 
Systemwide sales (1) $ 223,356  $ 230,808  $ 736,840  $ 746,965 
____________________________

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


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JACK IN THE BOX INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASUREMENTS TO GAAP RESULTS
(Unaudited)

To supplement the condensed consolidated financial statements, which are presented in accordance with GAAP, the company uses the following non-GAAP measures: Adjusted Net Income, Operating Earnings Per Share, Adjusted EBITDA, Restaurant-Level Margin and Franchise-Level Margin. Management believes that these measurements, when viewed with the company's results of operations in accordance with GAAP and the accompanying reconciliations in the tables below, provide useful information about operating performance and period-over-period changes, and provide additional information that is useful for evaluating the operating performance of the company's core business without regard to potential distortions.

Operating Earnings Per Share
Operating Earnings Per Share represents diluted earnings per share on a GAAP basis excluding acquisition, integration and strategic initiatives, net COLI gains, pension and post-retirement benefit costs, goodwill impairment, losses (gains) on the sale of company-operated restaurants, excess tax (benefits) shortfall from share-based compensation arrangements, and the tax-related impacts of the above adjustments.
Operating Earnings Per Share should be considered as a supplement to, not as a substitute for, analysis of results as reported under U.S. GAAP or other similarly titled measures of other companies. Management believes Operating Earnings Per Share provides investors with a meaningful supplement of the company’s operating performance and period-over-period changes without regard to potential distortions.
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Below is a reconciliation of Non-GAAP Adjusted Net Income to the most directly comparable GAAP measure of net income. Also below is a reconciliation of Non-GAAP Operating Earnings Per Share to the most directly comparable GAAP measure, diluted earnings per share:
12 Weeks Ended
July 7, 2024 July 9, 2023
Net income, as reported $ (122,300) $ 29,168 
Acquisition, integration, and strategic initiatives (1) 4,723  2,463 
Net COLI gains (2) (3,223) (579)
Pension and post-retirement benefit costs (3) 1,579  1,608 
Goodwill impairment (4) 162,624  — 
Losses (gains) on the sale of company-operated restaurants (5) 65  (5,794)
Excess tax (benefits) shortfall from share-based compensation arrangements 53  (72)
Tax impact of adjustments (6) (11,366) 3,238 
Non-GAAP Adjusted Net Income $ 32,155  $ 30,032 
Weighted-average shares outstanding - diluted 19,541  20,649 
Diluted earnings per share – GAAP $ (6.26) $ 1.41 
Acquisition, integration, and strategic initiatives (1) 0.24  0.12 
Net COLI gains (2) (0.16) (0.03)
Pension and post-retirement benefit costs (3) 0.08  0.08 
Goodwill impairment (4) 8.32  — 
Losses (gains) on the sale of company-operated restaurants (5) 0.00  (0.28)
Excess tax (benefits) shortfall from share-based compensation arrangements 0.00  (0.00)
Tax impact of adjustments (6) (0.58) 0.15 
Operating Earnings Per Share – non-GAAP (7) $ 1.65  $ 1.45 
____________________
(1) Acquisition, integration and strategic initiatives reflect charges that are not part of our ongoing operations, including consulting fees for discrete project-based strategic initiatives that are not expected to recur in the foreseeable future.
(2) Net COLI gains reflect market-based adjustments on the company-owned life insurance policies, net of changes in our non-qualified deferred compensation obligation supported by these policies.
(3) Pension and post-retirement benefit costs relating to our two legacy defined benefit pension plans, as well as our two legacy post-retirement plans.
(4) Represents the impairment taken on the Del Taco reporting unit goodwill.
(5) Losses (gains) on the sale of company-operated restaurants
(6) Tax impacts for the quarter calculated based on the non-GAAP Operating EPS tax rate of 26.2% in the current quarter and 26.8% in the prior year quarter.
(7) Operating Earnings Per Share may not add due to rounding.
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Jack in the Box Inc.
Page 14
Adjusted EBITDA

Adjusted EBITDA represents net earnings on a GAAP basis excluding income taxes, interest expense, net, losses (gains) on the sale of company-operated restaurants, other operating expenses (income), net, goodwill impairment, depreciation and amortization, amortization of cloud computing costs, amortization of favorable and unfavorable leases and subleases, net, amortization of franchise tenant improvement allowances and other, net COLI gains, and pension and post-retirement benefit costs.
Adjusted EBITDA should be considered as a supplement to, not as a substitute for, analysis of results as reported under U.S. GAAP or other similarly titled measures of other companies. Management believes Adjusted EBITDA is useful to investors to gain an understanding of the factors and trends affecting the company's ongoing cash earnings, from which capital investments are made and debt is serviced.
Below is a reconciliation of non-GAAP Adjusted EBITDA to the most directly comparable GAAP measure, net earnings (in thousands):
12 Weeks Ended
July 7, 2024 July 9, 2023
Net earnings (loss) - GAAP $ (122,300) $ 29,168 
Income taxes 83  14,104 
Interest expense, net 18,402  18,662 
Losses (gains) on the sale of company-operated restaurants 65  (5,794)
Other operating expenses (income), net (1) 5,641  7,656 
Goodwill impairment (2) 162,624  — 
Depreciation and amortization 13,827  14,460 
Amortization of cloud-computing costs (3) 787 1,170 
Amortization of favorable and unfavorable leases and subleases, net (4) 234 127 
Amortization of franchise tenant improvement allowances and other 1,191  1,057 
Net COLI gains (5) (3,223) (579)
Pension and post-retirement benefit costs (6) 1,579  1,608 
Adjusted EBITDA – non-GAAP $ 78,910  $ 81,639 

(1) Other operating expense (income), net includes: acquisition, integration and strategic initiatives; costs of closed restaurants; operating restaurant impairment charges; accelerated depreciation and gains/losses on disposition of property and equipment, net.
(2) Goodwill impairment charges recognized on the Del Taco reporting unit in the third quarter of 2024.
(3) Amortization of cloud computing costs includes the amounts for the non-cash amortization of capitalized implementation costs related to cloud-based software arrangements that are included within selling, general and administrative expenses.
(4) Amortization of favorable and unfavorable leases and subleases, net, which is not already included in the other operating expense (income), net, noted above
(5) Net COLI gains reflect market-based adjustments on the company-owned life insurance policies, net of changes in our non-qualified deferred compensation obligation supported by these policies.
(6) Pension and post-retirement benefit costs relating to our two legacy defined benefit pension plans, as well as the two legacy post-retirement plans.
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Jack in the Box Inc.
Page 15
Restaurant-Level Margin
Restaurant-Level Margin is defined as company restaurant sales less restaurant operating costs (food and packaging, labor, and occupancy costs) and is neither required by, nor presented in accordance with GAAP. Restaurant-Level Margin excludes revenues and expenses of our franchise operations and selling, general, and administrative expenses. Certain other costs, such as depreciation and amortization, goodwill impairment, other operating expenses (income), net, losses (gains) on the sale of company-operated restaurants, and other costs that are considered normal operating costs are excluded as they are considered corporate-level shared service costs. As such, Restaurant-Level Margin is not indicative of the overall results of the company and does not accrue directly to the benefit of shareholders because of the exclusion of corporate-level expenses. Restaurant-Level Margin should be considered as a supplement to, not as a substitute for, analysis of results as reported under GAAP or other similarly titled measures of other companies. The company is presenting Restaurant-Level Margin because it believes that it provides a meaningful supplement to net earnings of the company's core business operating results, as well as a comparison to those of other similar companies. Management utilizes Restaurant-Level Margin as a key performance indicator to evaluate the profitability of company-operated restaurants.
Below is a reconciliation of non-GAAP Restaurant-Level Margin to the most directly comparable GAAP measure, earnings from operations (in thousands):
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Jack in the Box Inc.
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12 weeks ended July 7, 2024
Jack in the Box Del Taco
Other (1)
Total (2)
Earnings from operations - GAAP $ 86,580  $ (154,004) $ (34,812) $ (102,236)
Franchise rental revenues (82,154) (6,971) —  (89,125)
Franchise royalties and other (47,822) (7,471) —  (55,293)
Franchise contributions for advertising and other services (51,419) (6,854) —  (58,273)
Franchise occupancy expenses 51,055  6,934  —  57,989 
Franchise support and other costs 2,894  959  —  3,853 
Franchise advertising and other services expenses 52,810  7,634  —  60,444 
Selling, general and administrative expenses 7,655  5,662  16,263  29,580 
Depreciation and amortization —  —  13,827  13,827 
Pre-opening costs 646  205  —  851 
Goodwill impairment —  162,624  —  162,624 
Other operating expenses (income), net 871  48  4,722  5,641 
Losses (gains) on the sale of company-operated restaurants —  65  —  65 
Restaurant-Level Margin - Non-GAAP $ 21,116  $ 8,831  $ —  $ 29,947 
Company restaurant sales $ 100,355  $ 66,125  $ —  $ 166,480 
Restaurant-Level Margin % - Non-GAAP 21.0  % 13.4  % N/A 18.0  %

12 weeks ended July 9, 2023
Jack in the Box Del Taco
Other (1)
Total (2)
Earnings from operations - GAAP $ 88,172  $ 13,575  $ (38,205) $ 63,542 
Franchise rental revenues (83,271) (2,977) —  (86,248)
Franchise royalties and other (48,761) (6,208) —  (54,969)
Franchise contributions for advertising and other services (51,360) (5,849) —  (57,209)
Franchise occupancy expenses 51,013  2,918  —  53,931 
Franchise support and other costs 3,526  553  —  4,079 
Franchise advertising and other services expenses 53,519  6,050  —  59,569 
Selling, general and administrative expenses 8,861  9,473  21,283  39,617 
Depreciation and amortization —  —  14,460  14,460 
Pre-opening costs 155  27  —  182 
Other operating expenses (income), net (633) 5,827  2,462  7,656 
Losses (gains) on the sale of company-operated restaurants (96) (5,698) —  (5,794)
Restaurant-Level Margin - Non-GAAP $ 21,125  $ 17,691  $ —  $ 38,816 
Company restaurant sales $ 96,820  $ 101,696  $ —  $ 198,516 
Restaurant-Level Margin % - Non-GAAP 21.8  % 17.4  % N/A 19.6  %

(1) The "Other" category includes shared services costs and other unallocated costs
(2) The totals might not agree to consolidated within the Form 10-Q due to rounding.
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Jack in the Box Inc.
Page 17



Franchise-Level Margin
Franchise-Level Margin is defined as franchise revenues less franchise operating costs (occupancy expenses, advertising contributions, and franchise support and other costs) and is neither required by, nor presented in accordance with GAAP. Franchise-Level Margin excludes revenue and expenses of our company-operated restaurants and selling, general, and administrative expenses. Certain other costs, such as depreciation and amortization, goodwill impairment, other operating expenses (income), net, losses (gains) on the sale of company-operated restaurants, and other costs that are considered normal operating costs are excluded as they are considered corporate-level shared service costs. As such, Franchise-Level Margin is not indicative of the overall results of the company and does not accrue directly to the benefit of shareholders because of the exclusion of corporate-level expenses. Franchise-Level Margin should be considered as a supplement to, not as a substitute for, analysis of results as reported under GAAP or other similarly titled measures of other companies. The company is presenting Franchise-Level Margin because it believes that it provides a meaningful supplement to net earnings of the company's core business operating results, as well as a comparison to those of other similar companies. Management utilizes Franchise-Level Margin as a key performance indicator to evaluate the profitability of our franchise operations.
Below is a reconciliation of non-GAAP Franchise-Level Margin to the most directly comparable GAAP measure, earnings from operations (in thousands):
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Jack in the Box Inc.
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12 weeks ended July 7, 2024
Jack in the Box Del Taco
Other (1)
Total (2)
Earnings from operations - GAAP $ 86,580  $ (154,004) $ (34,812) $ (102,236)
Company restaurant sales (100,355) (66,125) —  (166,480)
Food and packaging 29,352  16,898  —  46,250 
Payroll and employee benefits 32,421  25,495  —  57,916 
Occupancy and other 17,464  14,901  —  32,365 
Selling, general and administrative expenses 7,655  5,662  16,263  29,580 
Depreciation and amortization —  —  13,827  13,827 
Pre-opening costs 646  205  —  851 
Goodwill impairment —  162,624  —  162,624 
Other operating expenses (income), net 871  48  4,722  5,641 
Losses (gains) on the sale of company-operated restaurants —  65  —  65 
Franchise-Level Margin - Non-GAAP $ 74,634  $ 5,769  $ —  $ 80,403 
Franchise rental revenues $ 82,154  $ 6,971  $ —  $ 89,125 
Franchise royalties and other 47,822  7,471  —  55,293 
Franchise contributions for advertising and other services 51,419  6,854  —  58,273 
Total franchise revenues $ 181,395  $ 21,296  $ —  $ 202,691 
Franchise-Level Margin % - Non-GAAP 41.1  % 27.1  % N/A 39.7  %
12 weeks ended July 9, 2023
Jack in the Box Del Taco
Other (1)
Total (2)
Earnings from operations - GAAP $ 88,172  $ 13,575  $ (38,205) $ 63,542 
Company restaurant sales (96,820) (101,696) —  (198,516)
Food and packaging 30,384  28,171  —  58,555 
Payroll and employee benefits 29,292  34,579  —  63,871 
Occupancy and other 16,021  21,254  —  37,275 
Selling, general and administrative expenses 8,861  9,473  21,283  39,617 
Depreciation and amortization —  —  14,460  14,460 
Pre-opening costs 155  27  —  182 
Other operating expenses (income), net (633) 5,827  2,462  7,656 
Losses (gains) on the sale of company-operated restaurants (96) (5,698) —  (5,794)
Franchise-Level Margin - Non-GAAP $ 75,336  $ 5,512  $ —  $ 80,848 
Franchise rental revenues $ 83,271  $ 2,977  $ —  $ 86,248 
Franchise royalties and other 48,761  6,208  —  54,969 
Franchise contributions for advertising and other services 51,360  5,849  —  57,209 
Total franchise revenues $ 183,392  $ 15,034  $ —  $ 198,426 
Franchise-Level Margin % - Non-GAAP 41.1  % 36.7  % N/A 40.7  %

(1) The "Other" category includes shared services costs and other unallocated costs
(2) The totals might not agree to consolidated within the Form 10-Q due to rounding.
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