Jack in the Box(JACK) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of earnings (loss), comprehensive income (loss), cash flows, and stockholders' deficit, along with detailed notes explaining the basis of presentation, revenue recognition, refranchising activities, goodwill and intangible assets, leases, fair value measurements, operating expenses, segment reporting, income taxes, retirement plans, equity, weighted-average shares, commitments, contingencies, and supplemental cash flow and balance sheet information Condensed Consolidated Balance Sheets | Metric | April 13, 2025 (in thousands) | September 29, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Total current assets | $199,936 | $181,277 | | Total assets | $2,579,544 | $2,735,629 | | Total current liabilities | $424,580 | $434,259 | | Total long-term liabilities | $3,131,185 | $3,153,168 | | Total stockholders' deficit | $(976,221) | $(851,798) | - Total assets decreased by approximately $156 million from September 29, 2024, to April 13, 2025, primarily driven by reductions in trademarks and goodwill[13] - Stockholders' deficit increased by approximately $124 million, indicating a worsening equity position[13] Condensed Consolidated Statements of Earnings (Loss) | Metric (Year-to-date) | April 13, 2025 (in thousands) | April 14, 2024 (in thousands) | Change (YoY) | | :---------------------- | :---------------------------- | :---------------------------- | :----------- | | Total Revenues | $806,134 | $852,845 | -5.59% | | Earnings (loss) from operations | $(82,867) | $133,670 | -162.00% | | Net earnings (loss) | $(108,542) | $63,663 | -270.50% | | Basic EPS | $(5.70) | $3.22 | -277.02% | | Diluted EPS | $(5.70) | $3.19 | -278.99% | - The company reported a significant net loss of $108.5 million year-to-date April 13, 2025, a substantial decline from net earnings of $63.7 million in the prior year, primarily driven by a $203.2 million impairment of goodwill and intangible assets[15] Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric (Year-to-date) | April 13, 2025 (in thousands) | April 14, 2024 (in thousands) | Change (YoY) | | :---------------------- | :---------------------------- | :---------------------------- | :----------- | | Net earnings (loss) | $(108,542) | $63,663 | -270.50% | | Other comprehensive income, net of taxes | $1,042 | $846 | 23.17% | | Comprehensive income (loss) | $(107,500) | $64,509 | -266.62% | - Comprehensive loss for the year-to-date period ended April 13, 2025, was $107.5 million, a significant reversal from comprehensive income of $64.5 million in the prior year[18] Condensed Consolidated Statements of Cash Flows | Cash Flow Activity (Year-to-date) | April 13, 2025 (in thousands) | April 14, 2024 (in thousands) | Change (YoY) | | :-------------------------------- | :---------------------------- | :---------------------------- | :----------- | | Operating activities | $68,890 | $(6,021) | +$74,911 | | Investing activities | $(32,471) | $(55,854) | +$23,383 | | Financing activities | $(44,994) | $(75,055) | +$30,061 | | Net decrease in cash and restricted cash | $(8,575) | $(136,930) | +$128,355 | - Cash flows from operating activities significantly improved, turning from a net use of $6.0 million in 2024 to a net provision of $68.9 million in 2025, primarily due to favorable changes in working capital[21][137] - Net decrease in cash and restricted cash was substantially lower at $8.6 million in 2025 compared to $136.9 million in 2024, reflecting improved cash generation and reduced cash outflows from investing and financing activities[21] Condensed Consolidated Statements of Stockholders' Deficit | Metric | Balance at September 29, 2024 (in thousands) | Balance at April 13, 2025 (in thousands) | | :-------------------------------- | :--------------------------------------- | :------------------------------------- | | Total Stockholders' Deficit | $(851,798) | $(976,221) | | Retained Earnings | $1,866,660 | $1,741,383 | | Treasury Stock, at cost | $(3,195,629) | $(3,200,625) | - The total stockholders' deficit increased from $(851.8) million at September 29, 2024, to $(976.2) million at April 13, 2025, primarily due to a net loss of $142.2 million for the quarter and $108.5 million year-to-date[13][23] - Retained earnings decreased by $125.3 million from September 29, 2024, to April 13, 2025, reflecting the net loss and dividends declared[13][23] Notes to Condensed Consolidated Financial Statements This section provides detailed disclosures and explanations for the condensed consolidated financial statements, covering accounting policies, revenue disaggregation, refranchising activities, franchise acquisitions, goodwill and intangible asset impairments, lease accounting, fair value measurements, other operating expenses, segment performance, income taxes, retirement plans, equity changes, legal contingencies, and supplemental financial information 1. BASIS OF PRESENTATION The company operates and franchises Jack in the Box and Del Taco quick-service restaurants. The financial statements are prepared in accordance with U.S. GAAP and SEC regulations, using consistent accounting policies with the 2024 Form 10-K. Key estimates are made, and the fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Recent accounting pronouncements on segment reporting, income tax disclosures, and expense disaggregation are noted, with no significant expected impact from the first two, and evaluation ongoing for the third - As of April 13, 2025, the company operated 146 Jack in the Box and 117 Del Taco restaurants, with 2,037 Jack in the Box and 474 Del Taco franchise-operated restaurants[24] - Marketing fund contributions from Jack in the Box franchise and company-operated restaurants were approximately 5.0% of sales, and Del Taco contributions were approximately 4.0% of sales in 2025 and 2024[31] | Allowance for Doubtful Accounts Activity (in thousands) | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :----------------------------------------------------- | :-------------------------- | :-------------------------- | | Balance as of beginning of period | $(4,512) | $(4,146) | | (Provision) reversal for expected credit losses | $(1,397) | $(233) | | Write-offs charged against the allowance | $142 | $6 | | Balance as of end of period | $(5,767) | $(4,373) | 2. REVENUE Revenue is generated from company-operated restaurant sales and various franchise fees, including rental revenue, royalties, advertising, technology, and sourcing fees. Franchise agreements typically span 20 years and require royalty and marketing fees based on gross sales. Contract liabilities for deferred revenue from initial franchise and development fees are recognized over the franchise term | Revenue Source (Quarter ended April 13, 2025, in thousands) | Jack in the Box | Del Taco | Total | | :---------------------------------------------------- | :-------------- | :------- | :---- | | Company restaurant sales | $95,095 | $47,397 | $142,492 | | Franchise rental revenues | $77,935 | $8,372 | $86,307 | | Franchise royalties | $43,305 | $7,560 | $50,865 | | Marketing fees | $43,139 | $6,453 | $49,592 | | Technology and sourcing fees | $3,808 | $558 | $4,366 | | Franchise fees and other services | $2,449 | $625 | $3,074 | | Total revenue | $265,731 | $70,965 | $336,696 | | Revenue Source (Year-to-date April 13, 2025, in thousands) | Jack in the Box | Del Taco | Total | | :---------------------------------------------------- | :-------------- | :------- | :---- | | Company restaurant sales | $228,850 | $115,048 | $343,898 | | Franchise rental revenues | $183,716 | $19,137 | $202,853 | | Franchise royalties | $105,130 | $17,585 | $122,715 | | Marketing fees | $104,600 | $14,933 | $119,533 | | Technology and sourcing fees | $10,260 | $1,617 | $11,877 | | Franchise fees and other services | $4,239 | $1,019 | $5,258 | | Total revenue | $636,795 | $169,339 | $806,134 | - Deferred franchise and development fees at the end of the period were $50.6 million as of April 13, 2025, with $9.0 million related to unopened restaurants[45] 3. SUMMARY OF REFRANCHISINGS AND ASSETS HELD FOR SALE The company refranchised 13 Del Taco restaurants year-to-date April 13, 2025, recognizing a net gain of $2.8 million from these sales. Assets held for sale, including company-owned restaurants for refranchising or sale-leaseback, decreased from $16.5 million to $8.9 million | Refranchising Activity (Year-to-date) | April 13, 2025 (in thousands) | April 14, 2024 (in thousands) | | :------------------------------------ | :---------------------------- | :---------------------------- | | Restaurants sold to Del Taco franchisees | 13 | 13 | | Proceeds from sale of company-operated restaurants | $5,712 | $1,989 | | Gain (loss) on sale of company-operated restaurants | $2,776 | $(1,319) | - Assets classified as held for sale decreased from $16.5 million as of September 29, 2024, to $8.9 million as of April 13, 2025[49] 4. FRANCHISE ACQUISITIONS The company did not acquire any franchise restaurants in the first or second quarter of fiscal year 2025. In the first quarter of 2024, 9 Del Taco franchise restaurants were acquired for $86 thousand, resulting in a gain of $2.4 million - No Jack in the Box or Del Taco franchise restaurants were acquired in Q1 or Q2 2025[50] | Franchise Acquisition (Year-to-date April 14, 2024) | Amount (in thousands) | | :------------------------------------------ | :-------------------- | | Restaurants acquired from Del Taco franchisees | 9 | | Purchase price | $(86) | | Gain on the acquisition of franchise-operated restaurants | $2,357 | 5. GOODWILL AND INTANGIBLE ASSETS, NET The company recorded a $25.3 million goodwill impairment for the Del Taco reporting unit in Q2 2025, following a previous $162.6 million impairment in Q3 2024, due to negative sales trends, unfavorable economic conditions, potential divestment, and a sustained lower share price. Additionally, a $177.9 million impairment was recorded on the Del Taco trademark asset | Goodwill (in thousands) | Balance at September 29, 2024 | Impairment of goodwill | Balance at April 13, 2025 | | :---------------------- | :---------------------------- | :--------------------- | :------------------------ | | Jack in the Box | $135,827 | — | $136,026 | | Del Taco | $25,382 | $(25,330) | — | | Total | $161,209 | $(25,330) | $136,026 | - Goodwill allocated to the Del Taco reporting unit was fully impaired by April 13, 2025, with a $25.3 million impairment in Q2 2025, following a $162.6 million impairment in Q3 2024[53][54] - A $177.9 million impairment was recorded on the Del Taco indefinite-lived trademark asset in Q2 2025, reducing its carrying amount to $105.6 million[55][56] 6. LEASES The company leases and subleases restaurant sites, with initial lease terms typically 20 years. Rental income from franchise arrangements is reported as 'Franchise rental revenues,' and related expenses as 'Franchise occupancy expenses.' Variable lease costs, such as contingent rent and property taxes, are excluded from lease liability measurements | Rental Income (Year-to-date, in thousands) | April 13, 2025 | April 14, 2024 | | :--------------------------------------- | :------------- | :------------- | | Operating lease income - franchise | $141,154 | $137,694 | | Variable lease income - franchise | $61,149 | $60,721 | | Franchise rental revenues | $202,853 | $199,022 | - Franchise rental revenues increased by $3.8 million year-to-date, from $199.0 million in 2024 to $202.9 million in 2025[59] 7. FAIR VALUE MEASUREMENTS The company measures certain financial liabilities, such as non-qualified deferred compensation plans, at fair value on a recurring basis using Level 1 inputs. Non-financial assets, including property and equipment, operating lease right-of-use assets, goodwill, and intangible assets, are reported at carrying value and assessed for impairment annually or when circumstances indicate | Financial Liabilities at Fair Value (in thousands) | April 13, 2025 | September 29, 2024 | | :----------------------------------------------- | :------------- | :----------------- | | Non-qualified deferred compensation plan | $15,890 | $18,481 | | Class A-2 Notes Fair Value (in thousands) | Carrying Amount (April 13, 2025) | Fair Value (April 13, 2025) | Carrying Amount (September 29, 2024) | Fair Value (September 29, 2024) | | :---------------------------------------- | :------------------------------- | :-------------------------- | :----------------------------------- | :------------------------------ | | Series 2019 Class A-2 Notes | $696,000 | $668,362 | $699,625 | $684,875 | | Series 2022 Class A-2 Notes | $1,034,000 | $945,438 | $1,045,000 | $975,507 | 8. OTHER OPERATING EXPENSES, NET Other operating expenses, net, decreased by $1.1 million in the quarter and $2.7 million year-to-date. This decrease was primarily due to a reduction in integration and strategic initiatives, partially offset by increased restaurant impairment charges | Other Operating Expenses, Net (Year-to-date, in thousands) | April 13, 2025 | April 14, 2024 | | :------------------------------------------------------- | :------------- | :------------- | | Integration and strategic initiatives | $1,691 | $9,889 | | Costs of closed restaurants and other | $2,768 | $1,632 | | Operating restaurant impairment charges | $1,877 | — | | Gains on acquisition of restaurants | $(6) | $(2,357) | | Total Other operating expenses, net | $7,735 | $10,437 | - Integration and strategic initiatives costs decreased significantly from $9.9 million in 2024 to $1.7 million in 2025 year-to-date[65] - Operating restaurant impairment charges of $1.9 million were recorded year-to-date in 2025, compared to none in the prior year, related to underperforming Del Taco and Jack in the Box restaurants[65][66] 9. SEGMENT REPORTING The company reports two operating segments: Jack in the Box and Del Taco. Segment performance is evaluated based on segment revenues and segment profit, excluding shared service functions and certain unallocated costs. The measure of segment profit was updated in 2025 to exclude depreciation, amortization, net other operating expenses, COLI losses/gains, gains/losses on restaurant sales, and certain amortization items | Segment Revenues (Year-to-date, in thousands) | April 13, 2025 | April 14, 2024 | | :-------------------------------------------- | :------------- | :------------- | | Jack in the Box restaurant operations | $636,795 | $644,602 | | Del Taco restaurant operations | $169,339 | $208,243 | | Consolidated revenues | $806,134 | $852,845 | | Segment Profit (Year-to-date, in thousands) | April 13, 2025 | April 14, 2024 | | :------------------------------------------ | :------------- | :------------- | | Jack in the Box segment profit | $194,767 | $205,890 | | Del Taco segment profit | $15,325 | $23,393 | | Total segment profit | $163,705 | $177,387 | - Del Taco segment profit decreased by $8.1 million year-to-date, from $23.4 million in 2024 to $15.3 million in 2025[70] 10. INCOME TAXES For the second quarter and year-to-date fiscal year 2025, the company recorded income tax benefits of $34.6 million and $20.2 million, respectively, with effective tax rates of 19.5% and 15.7%. These rates differed from the U.S. statutory rate primarily due to non-deductible goodwill impairment and losses from insurance products funding non-qualified retirement plans | Income Tax (Year-to-date) | April 13, 2025 | April 14, 2024 | | :------------------------ | :------------- | :------------- | | Income tax expense (benefit) | $(20,248) | $23,233 | | Effective tax rate | 15.7% | 26.7% | - The company shifted from an income tax expense of $23.2 million in 2024 to an income tax benefit of $20.2 million in 2025 year-to-date[15][71][72] - The effective tax rate for year-to-date 2025 was 15.7%, lower than 26.7% in 2024, mainly due to non-deductible goodwill impairment and non-deductible losses from COLI policies[71] 11. RETIREMENT PLANS The company sponsors two defined benefit pension plans (a Qualified Plan and an unfunded SERP) and two closed post-retirement healthcare plans. Net periodic benefit cost for pension plans was $3.2 million year-to-date 2025, while post-retirement healthcare plans generated a net periodic benefit credit of $(0.088) million. No contributions are anticipated for the Qualified Plan in fiscal 2025 | Net Periodic Benefit Cost (Year-to-date, in thousands) | April 13, 2025 | April 14, 2024 | | :--------------------------------------------------- | :------------- | :------------- | | Defined benefit pension plans | $3,218 | $3,794 | | Post-retirement healthcare plans | $(88) | $(109) | - Net periodic benefit cost for defined benefit pension plans decreased by $0.6 million year-to-date[75] - The company does not anticipate making any contributions to its Qualified Plan in fiscal 2025[75] 12. STOCKHOLDERS EQUITY AND REPURCHASES OF COMMON STOCK The company repurchased 0.1 million shares of common stock for $5.0 million year-to-date April 13, 2025, with $175.0 million remaining under authorized repurchase programs. The Board of Directors declared two cash dividends of $0.44 per common share, totaling $16.7 million, but announced the discontinuation of future dividends to prioritize debt reduction - The company repurchased 0.1 million shares of common stock for $5.0 million year-to-date April 13, 2025[76] - As of April 13, 2025, $175.0 million remained under the share repurchase authorization[76] - The company declared $16.7 million in cash dividends ($0.44 per share) year-to-date but has discontinued future dividends to focus on debt reduction[77][143] 13. WEIGHTED AVERAGE SHARES OUTSTANDING Weighted-average basic shares outstanding for the year-to-date period ended April 13, 2025, were 19.047 million, slightly lower than 19.790 million in the prior year. Diluted shares outstanding also decreased, reflecting the impact of net loss on potentially dilutive securities | Weighted-Average Shares Outstanding (in thousands) | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :----------------------------------------------- | :-------------------------- | :-------------------------- | | Basic | 19,047 | 19,790 | | Diluted | 19,047 | 19,949 | - Diluted weighted-average shares outstanding decreased from 19.949 million in 2024 to 19.047 million in 2025 year-to-date, with certain securities excluded due to antidilution or unfulfilled performance conditions[78] 14. COMMITMENTS AND CONTINGENCIES The company has accrued $18.2 million for legal matters as of April 13, 2025. This includes $16.1 million for the Gessele v. Jack in the Box Inc. lawsuit (a $6.4 million jury award plus $9.7 million in interest and fees) and $1.0 million for the J&D Restaurant Group appeal. The company also remains contingently liable for approximately $19.0 million in Qdoba lease guarantees, but believes the likelihood of future payments is remote - Total accruals for legal matters amounted to $18.2 million as of April 13, 2025[79] - For Gessele v. Jack in the Box Inc., the company accrued $6.4 million for damages and penalties, plus an additional $9.7 million for estimated prejudgment and post-judgment interest and fee award[80] - For J&D Restaurant Group, the company accrued $1.0 million as of April 13, 2025, as part of an attempt to resolve claims, following an overturned jury verdict[81] - Maximum potential liability for Qdoba lease guarantees is approximately $19.0 million, extending for up to 13 more years, though the company believes payment likelihood is remote[83] 15. SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION This section provides details on non-cash investing and financing transactions. For the year-to-date period ended April 13, 2025, non-cash transactions included a decrease in obligations for property and equipment purchases and an increase in right-of-use assets obtained in exchange for operating lease obligations | Non-Cash Transactions (Year-to-date, in thousands) | April 13, 2025 | April 14, 2024 | | :----------------------------------------------- | :------------- | :------------- | | (Decrease) increase in obligations for purchases of property and equipment | $(1,314) | $8,133 | | Right-of use assets obtained in exchange for operating lease obligations | $85,202 | $113,647 | 16. SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION This note provides a detailed breakdown of selected balance sheet accounts, including accounts and other receivables, property and equipment, other assets, accrued liabilities, and other long-term liabilities, as of April 13, 2025, and September 29, 2024 | Accounts and Other Receivables, Net (in thousands) | April 13, 2025 | September 29, 2024 | | :------------------------------------------------- | :------------- | :----------------- | | Trade | $102,076 | $71,306 | | Allowance for doubtful accounts | $(5,767) | $(4,512) | | Total | $114,675 | $83,567 | | Property and Equipment, Net (in thousands) | April 13, 2025 | September 29, 2024 | | :----------------------------------------- | :------------- | :----------------- | | Property and equipment, at cost | $1,303,877 | $1,278,530 | | Less accumulated depreciation and amortization | $(861,587) | $(848,491) | | Total | $442,290 | $430,039 | | Accrued Liabilities (in thousands) | April 13, 2025 | September 29, 2024 | | :--------------------------------- | :------------- | :----------------- | | Legal accruals | $18,220 | $16,220 | | Payroll and related taxes | $32,695 | $38,112 | | Total | $167,742 | $166,868 | 17. SUBSEQUENT EVENTS Subsequent to the second quarter of 2025, the company signed agreements to reacquire 18 Del Taco restaurants in Colorado from a franchisee for $6.4 million - The company agreed to reacquire 18 Del Taco restaurants in Colorado for $6.4 million after April 13, 2025[87] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, including an overview of the business, detailed analysis of segment performance, liquidity, capital resources, critical accounting estimates, new accounting pronouncements, and cautionary statements regarding forward-looking information. It highlights key strategic initiatives, such as exploring divestiture of the Del Taco brand and discontinuing dividends to reduce debt GENERAL This section outlines the purpose and structure of the Management's Discussion and Analysis (MD&A), emphasizing the fiscal year structure (52 weeks for 2025 and 2024) and the use of performance metrics like same-store sales, systemwide sales, franchised restaurant sales, and average unit volumes (AUVs) to assess performance - The fiscal years 2025 and 2024 each include 52 weeks, with the first quarter being 16 weeks and other quarters 12 weeks[88] - Key performance metrics used include same-store sales, systemwide sales, franchised restaurant sales, and average unit volumes (AUVs), which are not GAAP measures but are considered useful for investors[90] OVERVIEW Jack in the Box Inc. operates and franchises Jack in the Box and Del Taco quick-service restaurants. As of April 13, 2025, the company had 2,183 Jack in the Box and 591 Del Taco restaurants. A multi-faceted plan announced on April 23, 2025, includes exploring strategic alternatives for the Del Taco brand, selling real estate, discontinuing dividends to pay down debt, and closing 150-200 underperforming Jack in the Box restaurants - As of April 13, 2025, the company operated and franchised 2,183 Jack in the Box and 591 Del Taco restaurants[91] - The company announced a plan to explore strategic alternatives for the Del Taco brand, including possible divestiture[92] - The plan also includes discontinuing dividends to direct funds towards debt reduction and a projected closure of 150-200 underperforming Jack in the Box restaurants[92] RESULTS OF OPERATIONS Overall revenues decreased year-to-date, with both Jack in the Box and Del Taco company-operated restaurants experiencing same-store sales declines. Del Taco's company restaurant sales were significantly impacted by refranchising. The company recorded substantial goodwill and trademark impairments for Del Taco. Operating expenses saw shifts, including lower integration costs but higher restaurant impairment charges. Net earnings were negatively impacted by these impairments | Same-Store Sales (Year-to-date) | April 13, 2025 | April 14, 2024 | | :------------------------------ | :------------- | :------------- | | Jack in the Box Company | (1.9 %) | 0.9 % | | Jack in the Box Franchise | (1.6 %) | (0.8 %) | | Jack in the Box System | (1.7 %) | (0.7 %) | | Del Taco Company | (2.2 %) | 0.2 % | | Del Taco Franchise | (4.7 %) | 0.8 % | | Del Taco System | (4.1 %) | 0.7 % | | Restaurant Count (End of Period) | 2025 Company | 2025 Franchise | 2025 Total | 2024 Company | 2024 Franchise | 2024 Total | | :------------------------------- | :----------- | :------------- | :--------- | :----------- | :------------- | :--------- | | Jack in the Box | 146 | 2,037 | 2,183 | 144 | 2,051 | 2,195 | | Del Taco | 117 | 474 | 591 | 166 | 429 | 595 | Jack in the Box Brand The Jack in the Box brand experienced declines in both company-operated and franchised restaurant sales and same-store sales. Company restaurant sales decreased due to lower AUVs, while franchise revenues were impacted by lower percentage rent and royalty income. Labor inflation, particularly in California, significantly increased payroll costs Company Restaurant Operations Jack in the Box company restaurant sales decreased by $3.8 million (3.9%) for the quarter and $2.1 million (0.9%) year-to-date. Same-store sales declined by 4.0% in the quarter and 1.9% year-to-date, driven by a 7.4% and 5.4% decrease in transactions, respectively. Food and packaging costs decreased as a percentage of sales due to a new beverage contract and menu price increases, while payroll and employee benefits increased due to 10.6% quarterly and 12.9% year-to-date labor inflation, primarily from California wage increases | Jack in the Box Company Restaurant Sales (in thousands) | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :---------------------------------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Company restaurant sales | $95,095 | $98,927 | $228,850 | $230,984 | | Jack in the Box Company Same-Store Sales Change | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :---------------------------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Average check | 3.4 % | 3.1 % | 3.5 % | 3.5 % | | Transactions | (7.4 %) | (3.7 %) | (5.4 %) | (2.6 %) | | Change in same-store sales | (4.0 %) | (0.6 %) | (1.9 %) | 0.9 % | - Labor inflation for Jack in the Box company restaurants was approximately 10.6% in the quarter and 12.9% year-to-date, primarily due to California wage increases (AB 1228)[99] Franchise Operations Jack in the Box franchise rental revenues decreased by $1.7 million (2.1%) in the quarter and $1.5 million (0.8%) year-to-date, mainly due to lower percentage rent, partially offset by lease termination fees. Royalties and advertising contributions also declined due to lower sales. Franchise occupancy expenses increased year-to-date due to higher property tax and operating lease costs | Jack in the Box Franchise Revenues (in thousands) | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :------------------------------------------------ | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Franchise rental revenues | $77,935 | $79,618 | $183,716 | $185,196 | | Royalties | $43,305 | $45,414 | $105,130 | $106,737 | | Franchise contributions for advertising and other services | $46,947 | $50,179 | $114,860 | $117,541 | | Total franchise revenues | $170,636 | $177,334 | $407,945 | $413,617 | - Franchise rental revenues decreased by $1.7 million (2.1%) in the quarter, primarily due to lower percentage rent of $4.3 million, partially offset by $3.4 million in lease termination fees[103] - Franchise royalties and other decreased by $1.8 million (3.8%) in the quarter and $1.5 million (1.4%) year-to-date, mainly due to lower royalty income from reduced sales[104] Del Taco Brand Del Taco's company restaurant sales significantly decreased due to refranchising 47 restaurants and declining same-store sales. Labor inflation impacted payroll costs, while food and packaging costs saw some relief from menu price increases and beverage funding. Franchise operations, however, saw increased rental revenues and royalties due to the refranchised restaurants, despite a decrease in same-store sales Company Restaurant Operations Del Taco company restaurant sales decreased by $20.8 million (30.5%) in the quarter and $45.1 million (28.2%) year-to-date, primarily due to the refranchising of 47 restaurants and a decline in same-store sales. Same-store sales decreased by 1.7% in the quarter and 2.2% year-to-date, driven by an 8.9% and 8.3% decrease in transactions, respectively. Payroll and employee benefit costs increased due to 11.7% quarterly and 13.8% year-to-date labor inflation | Del Taco Company Restaurant Sales (in thousands) | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :----------------------------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Company restaurant sales | $47,397 | $68,171 | $115,048 | $160,154 | | Del Taco Company Same-Store Sales Change | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :--------------------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Average check | 7.2 % | 3.2 % | 6.1 % | 3.4 % | | Transactions | (8.9 %) | (5.0 %) | (8.3 %) | (3.2 %) | | Change in same-store sales | (1.7 %) | (1.8 %) | (2.2 %) | 0.2 % | - Labor inflation for Del Taco company restaurants was 11.7% in the quarter and 13.8% year-to-date[111] Franchise Operations Del Taco franchise rental revenues increased by $2.2 million (34.9%) in the quarter and $5.3 million (38.4%) year-to-date, primarily due to new subleases from the 47 refranchised restaurants. Franchise royalties and other also increased due to higher franchise restaurant sales from refranchising. Franchise occupancy expenses rose significantly due to higher operating lease costs from refranchising | Del Taco Franchise Revenues (in thousands) | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :----------------------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Franchise rental revenues | $8,372 | $6,208 | $19,137 | $13,826 | | Royalties | $7,560 | $7,314 | $17,585 | $16,768 | | Total franchise revenues | $23,568 | $20,915 | $54,291 | $48,089 | - Del Taco franchise rental revenues increased by $2.2 million (34.9%) in the quarter and $5.3 million (38.4%) year-to-date, driven by new subleases from 47 refranchised restaurants[114] - Franchise occupancy expenses increased by $2.2 million (34.7%) in the quarter and $5.6 million (41.3%) year-to-date, primarily due to higher operating lease costs from refranchising[117] Company-Wide Results Company-wide, depreciation and amortization decreased due to refranchising and fully depreciated assets. SG&A expenses saw declines in incentive and share-based compensation but an unfavorable impact from COLI policies. Significant goodwill and trademark impairments were recorded for Del Taco. Other operating expenses decreased due to lower integration costs, while interest expense slightly decreased. Income taxes shifted to a benefit due to non-deductible impairments Depreciation and Amortization Depreciation and amortization decreased by $1.7 million in the quarter and $1.9 million year-to-date, primarily due to the refranchising of 47 Del Taco restaurants and certain Jack in the Box franchise assets becoming fully depreciated. This was partially offset by new technology assets and company-operated restaurants - Depreciation and amortization decreased by $1.7 million in the quarter and $1.9 million year-to-date[120] - The decrease was primarily due to the refranchising of 47 Del Taco restaurants and fully depreciated Jack in the Box franchise assets[120] Selling, General and Administrative ("SG&A") Expenses SG&A expenses decreased by $2.0 million in the quarter and increased by $2.3 million year-to-date. Incentive compensation and share-based compensation decreased due to lower achievement levels and forfeitures. However, changes in the cash surrender value of company-owned life insurance (COLI) policies had an unfavorable impact of $2.6 million in the quarter and $8.9 million year-to-date | SG&A Expenses (in thousands) | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :----------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Advertising | $7,903 | $7,778 | $18,441 | $18,171 | | Incentive compensation | $826 | $1,856 | $5,457 | $6,482 | | Share-based compensation | $996 | $3,841 | $4,686 | $8,662 | | Cash surrender value of COLI policies, net | $1,407 | $(1,232) | $2,798 | $(6,066) | | Total | $35,492 | $37,520 | $86,164 | $83,885 | - Incentive compensation decreased by $1.0 million in the quarter and year-to-date due to lower achievement levels[122] - Share-based compensation decreased by $2.8 million in the quarter and $4.0 million year-to-date due to current year forfeitures and lower achievement levels[122] - Changes in COLI policies had an unfavorable impact of $2.6 million in the quarter and $8.9 million year-to-date compared to the prior year[123] Impairment of Goodwill and Intangible Assets The company recorded a $25.3 million goodwill impairment for the Del Taco reporting unit in the second quarter of 2025, triggered by continued negative same-store sales trends, unfavorable economic conditions, potential divestment, and a sustained lower share price. Additionally, a $177.9 million impairment was recorded on the Del Taco trademark asset - A $25.3 million goodwill impairment was recorded for the Del Taco reporting unit in Q2 2025[125] - Triggering events for the impairment included negative Del Taco same-store sales trends, unfavorable economic conditions (inflation, interest rates), potential Del Taco divestment, and a sustained lower share price[125] - A $177.9 million impairment was also recorded on the Del Taco trademark asset[126] Other Operating Expenses, Net Other operating expenses, net, decreased by $1.1 million in the quarter and $2.7 million year-to-date. This was primarily due to a $4.0 million decrease in integration and strategic initiatives in the quarter and an $8.2 million decrease year-to-date, partially offset by $1.1 million in restaurant impairment charges in the quarter and $1.9 million year-to-date | Other Operating Expenses, Net (in thousands) | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :------------------------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Integration and strategic initiatives | $276 | $4,268 | $1,691 | $9,889 | | Operating restaurant impairment charges | $1,129 | — | $1,877 | — | | Gains on acquisition of restaurants | — | — | $(6) | $(2,357) | | Total | $4,216 | $5,267 | $7,735 | $10,437 | - Integration and strategic initiatives decreased by $4.0 million in the quarter and $8.2 million year-to-date[127] - Restaurant impairment charges of $1.1 million in the quarter and $1.9 million year-to-date partially offset the decrease in other operating expenses[127] Gains and Losses on the Sale of Company-Operated Restaurants For the year-to-date period in 2025, the company sold 13 Del Taco company-operated restaurants, recognizing a net gain of $2.8 million. In contrast, the prior year's period resulted in a net loss of $1.3 million, which included a $2.2 million impairment of assets held for sale related to a Del Taco refranchising transaction - The company recognized a net gain of $2.8 million from the sale of 13 Del Taco company-operated restaurants year-to-date in 2025[128] - In the prior year (2024), a net loss of $1.3 million was recorded, including a $2.2 million impairment of assets held for sale related to a Del Taco refranchising[128] Interest Expense, Net Interest expense, net, decreased by $0.2 million in the quarter and $0.3 million year-to-date, primarily due to lower average borrowings. This was partially offset by a decrease in interest income year-to-date due to lower investment balances | Interest Expense, Net (in thousands) | Quarter April 13, 2025 | Quarter April 14, 2024 | Year-to-date April 13, 2025 | Year-to-date April 14, 2024 | | :----------------------------------- | :--------------------- | :--------------------- | :-------------------------- | :-------------------------- | | Interest expense | $18,705 | $18,997 | $43,692 | $44,360 | | Interest income | $(337) | $(394) | $(899) | $(1,271) | | Interest expense, net | $18,368 | $18,603 | $42,793 | $43,089 | - Interest expense, net, decreased by $0.2 million in the quarter and $0.3 million year-to-date, mainly due to lower average borrowings[131] Income Taxes For the second quarter and year-to-date fiscal year 2025, the company recorded income tax benefits of $34.6 million and $20.2 million, respectively, with effective tax rates of 19.5% and 15.7%. These rates differed from the U.S. statutory rate primarily due to non-deductible goodwill impairment and non-deductible losses from COLI policies | Income Tax (Year-to-date) | April 13, 2025 | April 14, 2024 | | :------------------------ | :------------- | :------------- | | Income tax expense (benefit) | $(20,248) | $23,233 | | Effective tax rate | 15.7% | 26.7% | - The company recorded income tax benefits of $20.2 million year-to-date 2025, a significant change from an expense of $23.2 million in the prior year[132][133] - The effective tax rate for year-to-date 2025 was 15.7%, primarily influenced by non-deductible goodwill impairment and losses from COLI policies[132] LIQUIDITY AND CAPITAL RESOURCES The company's liquidity is primarily derived from cash flows from operations and available borrowings under its credit facility. Cash flows from operations significantly improved year-over-year, while cash used in investing and financing activities decreased. The company has discontinued dividends to prioritize debt reduction and remains in compliance with debt covenants | Cash Flow Activity (Year-to-date) | April 13, 2025 (in thousands) | April 14, 2024 (in thousands) | | :-------------------------------- | :---------------------------- | :---------------------------- | | Operating activities | $68,890 | $(6,021) | | Investing activities | $(32,471) | $(55,854) | | Financing activities | $(44,994) | $(75,055) | | Net cash flows | $(8,575) | $(136,930) | General The company's primary liquidity sources are cash flows from operations and its credit facility. Cash requirements include working capital, capital expenditures, debt service, and benefit plan obligations. As of April 13, 2025, the company had $45.6 million in cash and restricted cash and $96.5 million in available borrowings. Management expects sufficient liquidity for the foreseeable future - Primary liquidity sources are cash flows from operations and borrowings under the credit facility[134] - As of April 13, 2025, the company had $45.6 million in cash and restricted cash and $96.5 million in available borrowings under its $150.0 million Variable Funding Notes[135] - The company expects cash flows from operations and securitized financing to be sufficient for capital expenditures, working capital, and debt service for at least the next twelve months[136] Cash Flows Operating cash flows increased significantly by $74.9 million year-over-year, primarily due to favorable working capital changes. Investing activities used $32.5 million, a decrease of $23.4 million, driven by higher proceeds from asset sales and lower purchases. Financing activities used $45.0 million, a decrease of $30.1 million, mainly due to reduced stock repurchases Operating Activities Operating cash flows increased by $74.9 million compared to the prior year, reaching $68.9 million. The improvement was primarily due to a $92.1 million favorable change in working capital. Key drivers of working capital improvement included $50.3 million in deferred income tax payments in 2024, $35.0 million from a new supply chain contract in 2025, and $25.5 million in lower settlement payments in 2024 - Operating cash flows increased by $74.9 million compared to the prior year, reaching $68.9 million[137] - The improvement was primarily due to a $92.1 million favorable change in working capital[137] - Key drivers of working capital improvement included $50.3 million in deferred income tax payments in 2024, $35.0 million from a new supply chain contract in 2025, and $25.5 million in lower settlement payments in 2024[137] Investing Activities Cash flows used in investing activities decreased by $23.4 million, totaling $32.5 million year-to-date. This was mainly due to higher proceeds from property sales ($13.6 million), increased proceeds from Del Taco restaurant sales to franchisees ($3.7 million), death benefit proceeds ($3.3 million), and lower purchases of assets intended for sale or leaseback ($3.2 million) - Cash flows used in investing activities decreased by $23.4 million year-over-year[138] - This decrease was primarily driven by higher proceeds from property sales ($13.6 million) and Del Taco restaurant sales ($3.7 million)[138] - Other contributing factors included death benefit proceeds of $3.3 million and lower purchases of assets intended for sale or leaseback ($3.2 million)[138] Capital Expenditures Total capital expenditures decreased by $1.3 million year-to-date, primarily due to reduced corporate technology spending following the completion of an ERP software implementation and lower restaurant facility expenditures. These reductions were partially offset by increased investment in restaurant information technology for a new POS system rollout and digital enhancements | Capital Expenditures (Year-to-date, in thousands) | April 13, 2025 | April 14, 2024 | | :------------------------------------------------ | :------------- | :------------- | | Restaurants | $46,164 | $42,458 | | Corporate Services | $1,605 | $6,628 | | Total capital expenditures | $47,769 | $49,086 | - Capital expenditures decreased by $1.3 million year-to-date, mainly due to lower corporate technology spending and restaurant facility expenditures[139] - This decrease was partially offset by increased investment in restaurant information technology for a new POS system and digital enhancements[139] Sale of Company-Operated Restaurants For the year-to-date period ended April 13, 2025, the company sold 13 Del Taco restaurants to franchisees, generating total proceeds of $5.7 million. This compares to $2.0 million in proceeds from the sale of 13 Del Taco restaurants in the prior year | Refranchising Activity (Year-to-date) | April 13, 2025 | April 14, 2024 | | :------------------------------------ | :------------- | :------------- | | Number of Del Taco restaurants sold to franchisees | 13 | 13 | | Total proceeds | $5,712 | $1,989 | - Proceeds from the sale of company-operated restaurants increased to $5.7 million year-to-date 2025 from $2.0 million in 2024, despite selling the same number of Del Taco restaurants (13)[140] Financing Activities Cash flows used in financing activities decreased by $30.1 million year-over-year, totaling $45.0 million. This was primarily due to a $35.0 million decrease in stock repurchases, partially offset by a $6.0 million repayment on Variable Funding Notes - Cash flows used in financing activities decreased by $30.1 million year-over-year[141] - The decrease was primarily driven by a $35.0 million reduction in stock repurchases[141] - This was partially offset by a $6.0 million repayment on the Variable Funding Notes in the current year[141] Repurchases of common stock The company repurchased 0.1 million shares of common stock for $5.0 million in fiscal 2025 year-to-date. As of April 13, 2025, $175.0 million remained authorized under the share repurchase programs - 0.1 million shares of common stock were repurchased for $5.0 million in fiscal 2025 year-to-date[142] - $175.0 million remained authorized for share repurchases as of April 13, 2025[142] Dividends Through April 13, 2025, the Board of Directors declared two cash dividends of $0.44 per common share, totaling $16.7 million. However, the company announced on April 23, 2025, the immediate discontinuation of its dividend to direct funds towards debt reduction - Two cash dividends of $0.44 per common share were declared, totaling $16.7 million, through April 13, 2025[143] - The company announced on April 23, 2025, the discontinuation of its dividend to prioritize debt reduction[143] Securitized Refinancing Transaction In February 2022, the company completed a securitized refinancing transaction, issuing $1.1 billion in Series 2022-1 Fixed Rate Senior Secured Notes and establishing a $150.0 million Variable Funding Notes facility. As of April 13, 2025, there were no outstanding borrowings on the Variable Funding Notes, with $96.5 million available. The company resumed scheduled amortization payments on its Class A-2 Notes in Q2 2022 due to a leverage ratio exceeding 5.0x - The company issued $1.1 billion in Series 2022-1 Fixed Rate Senior Secured Notes in February 2022[144] - A $150.0 million Variable Funding Notes facility was established, with $96.5 million available as of April 13, 2025, and no outstanding borrowings[145] - Scheduled amortization payments on Class A-2 Notes resumed in Q2 2022 after the leverage ratio exceeded 5.0x[147] Restricted cash As of April 13, 2025, restricted cash totaled $29.8 million, held by the Indenture trustee for the benefit of note holders. These funds are primarily used for payments of interest and commitment fees for the Class A-1 and A-2 Notes - Restricted cash amounted to $29.8 million as of April 13, 2025[148] - These funds are held by the Indenture trustee and primarily used for interest and commitment fee payments for the Class A-1 and A-2 Notes[148] Covenants and restrictions The Notes are subject to customary covenants and restrictions, including maintaining specified reserve accounts and provisions for prepayments. The company was in compliance with all debt covenant requirements and not subject to any rapid amortization events as of April 13, 2025 - The company was in compliance with all debt covenant requirements as of April 13, 2025[149] - No rapid amortization events were triggered as of April 13, 2025[149] Revolving credit facility Del Taco's syndicated revolving credit facility, with an aggregate principal amount of up to $75.0 million, matured on February 28, 2025, and was not renewed - Del Taco's $75.0 million revolving credit facility matured on February 28, 2025, and was not renewed[150] DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES There have been no material changes to the critical accounting policies and estimates previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended September 29, 2024. These policies involve significant management judgments and estimates that can materially affect reported financial amounts - No material changes to critical accounting policies and estimates were reported since the 2024 Form 10-K[151] NEW ACCOUNTING PRONOUNCEMENTS Information regarding new accounting pronouncements is referenced to Note 1, Basis of Presentation, in the condensed consolidated financial statements - New accounting pronouncements are discussed in Note 1, Basis of Presentation[152] CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS This section highlights various known and unknown risks and uncertainties that could cause actual results to differ materially from forward-looking statements. These risks include changes in labor costs, consumer confidence, commodity costs, competition, demographic trends, negative publicity, regulatory complexity, cybersecurity breaches, and risks associated with the highly franchised business model and securitized debt instruments - Forward-looking statements are subject to known and unknown risks and uncertainties, including changes in labor costs, consumer confidence, and commodity costs[153] - Significant risks include competition, negative publicity, regulatory and legal complexity, cybersecurity breaches, and dependence on digital commerce platforms[153] - Risks also stem from the highly franchised business model, financial and regulatory aspects of owned/leased properties, and restrictive terms of securitized debt instruments[153] Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes in the company's quantitative and qualitative market risks since those reported in the Annual Report on Form 10-K for the fiscal year ended September 29, 2024 - No material changes in quantitative and qualitative market risks were reported since the 2024 Form 10-K[156] Item 4. Controls and Procedures The company's Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of April 13, 2025. There have been no material changes in internal control over financial reporting during the fiscal quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of April 13, 2025[157] - No material changes in internal control over financial reporting occurred during the fiscal quarter ended April 13, 2025[158] PART II – OTHER INFORMAT