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EX-32.1 - EX-32.1 - JACK IN THE BOX INC /NEW/ | a57159a1exv32w1.htm |
EX-32.2 - EX-32.2 - JACK IN THE BOX INC /NEW/ | a57159a1exv32w2.htm |
EX-31.1 - EX-31.1 - JACK IN THE BOX INC /NEW/ | a57159a1exv31w1.htm |
EX-31.2 - EX-31.2 - JACK IN THE BOX INC /NEW/ | a57159a1exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED OCTOBER 3, 2010
COMMISSION FILE NUMBER 1-9390
JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
Delaware | 95-2698708 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
9330 Balboa Avenue, San Diego, CA | 92123 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (858) 571-2121
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.01 par value | NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 and Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
The aggregate market value of the common stock held by non-affiliates of the registrant, computed
by reference to the closing price reported in the NASDAQ Composite Transactions as of April 11,
2010, was approximately $1,302.3 million.
Number of shares of common stock, $0.01 par value, outstanding as of the close of business November
18, 2010 52,904,990.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in
connection with the 2011 Annual Meeting of Stockholders are incorporated by reference into Part III
hereof.
TABLE OF CONTENTS
ITEM 2. PROPERTIES | ||||||||
ITEM 6. SELECTED FINANCIAL DATA | ||||||||
SIGNATURES | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 |
Table of Contents
Amendment No. 1 to the Annual Report on Form 10-K
For the Year Ended October 3, 2010
For the Year Ended October 3, 2010
EXPLANATORY NOTE
Jack in the Box Inc. is filing this amendment to Form 10-K for the fiscal year ended October 3,
2010, as filed with the Securities and Exchange Commission on November 24, 2010 (the Original
Filing). The purpose of the filing of this Amendment is solely to (1) correct the total number of
company-owned and company-leased restaurant buildings noted in a table within Item 2. Properties
and (2) correct the 2006 and 2007 selling, general and administrative expense rates noted in the
table under Item 6. Selected Financial Data.
Except as described above, no other changes have been made to the Original Filing and this Form
10K/A does not amend, update or change the financial statements or any other items or disclosures
in the Original Filing.
In addition, we have filed the following exhibits herewith:
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Table of Contents
ITEM 2. PROPERTIES
The following table sets forth information regarding our Jack in the Box and Qdoba restaurant
properties as of October 3, 2010:
Company- | ||||||||||||
Operated | Franchised | Total | ||||||||||
Company-owned restaurant buildings: |
||||||||||||
On company-owned land |
101 | 131 | 232 | |||||||||
On leased land |
312 | 330 | 642 | |||||||||
Subtotal |
413 | 461 | 874 | |||||||||
Company-leased restaurant buildings on leased land |
731 | 637 | 1,368 | |||||||||
Franchise directly-owned or directly-leased restaurant
buildings |
| 489 | 489 | |||||||||
Total restaurant buildings |
1,144 | 1,587 | 2,731 | |||||||||
Our leases generally provide for fixed rental payments (with cost-of-living index
adjustments) plus real estate taxes, insurance and other expenses. In addition, less than 20% of
the leases provide for contingent rental payments between 1% and 11% of the restaurants gross
sales once certain thresholds are met. We have generally been able to renew our restaurant leases
as they expire at then-current market rates. The remaining terms of ground leases range from
approximately one year to 58 years, including optional renewal periods. The remaining lease terms
of our other leases range from approximately one year to 47 years, including optional renewal
periods. At October 3, 2010, our restaurant leases had initial terms expiring as follows:
Number of Restaurants | ||||||||
Land and | ||||||||
Ground | Building | |||||||
Fiscal Year | Leases | Leases | ||||||
2011 - 2015 |
157 | 377 | ||||||
2016 - 2020 |
176 | 580 | ||||||
2021 - 2025 |
176 | 306 | ||||||
2026 and later |
133 | 105 |
Our principal executive offices are located in San Diego, California in an owned facility
of approximately 150,000 square feet. We also own our 70,000 square foot Innovation Center and
approximately four acres of undeveloped land directly adjacent to it. Qdobas corporate support
center is located in a leased facility in Wheat Ridge, Colorado. We also lease seven distribution
centers, with remaining terms ranging from seven to 15 years, including optional renewal periods.
Table of Contents
ITEM 6. SELECTED FINANCIAL DATA
Our fiscal year is 52 or 53 weeks, ending the Sunday closest to September 30. All years
presented include 52 weeks, except for 2010 which includes 53 weeks. The selected financial data
reflects Quick Stuff as discontinued operations for fiscal years 2006 through 2009. The following
selected financial data of Jack in the Box Inc. for each fiscal year was extracted or derived from
our audited financial statements.
Fiscal Year | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||
Statements of Earnings Data: |
||||||||||||||||||||
Total revenues |
$ | 2,297,531 | $ | 2,471,096 | $ | 2,539,561 | $ | 2,513,431 | $ | 2,381,244 | ||||||||||
Total operating costs and expenses |
2,230,609 | 2,318,470 | 2,390,022 | 2,334,526 | 2,244,383 | |||||||||||||||
Gains on the sale of company-operated
restaurants, net |
(54,988 | ) | (78,642 | ) | (66,349 | ) | (38,091 | ) | (40,464 | ) | ||||||||||
Total operating costs and expenses, net |
2,175,621 | 2,239,828 | 2,323,673 | 2,296,435 | 2,203,919 | |||||||||||||||
Earnings from operations |
121,910 | 231,268 | 215,888 | 216,996 | 177,325 | |||||||||||||||
Interest expense, net |
15,894 | 20,767 | 27,428 | 23,335 | 12,056 | |||||||||||||||
Income taxes |
35,806 | 79,455 | 70,251 | 68,982 | 58,845 | |||||||||||||||
Earnings from continuing operations |
$ | 70,210 | $ | 131,046 | $ | 118,209 | $ | 124,679 | $ | 106,424 | ||||||||||
Earnings per Share and Share Data: |
||||||||||||||||||||
Earnings per share from continuing operations: |
||||||||||||||||||||
Basic |
$ | 1.27 | $ | 2.31 | $ | 2.03 | $ | 1.91 | $ | 1.52 | ||||||||||
Diluted |
$ | 1.26 | $ | 2.27 | $ | 1.99 | $ | 1.85 | $ | 1.48 | ||||||||||
Weighted-average shares outstanding Diluted (1) |
55,843 | 57,733 | 59,445 | 67,263 | 71,834 | |||||||||||||||
Market price at year-end |
$ | 21.47 | $ | 20.07 | $ | 22.06 | $ | 32.42 | $ | 26.09 | ||||||||||
Other Operating Data: |
||||||||||||||||||||
Jack in the Box restaurants: |
||||||||||||||||||||
Company-operated average unit volume (3) |
$ | 1,297 | $ | 1,420 | $ | 1,439 | $ | 1,430 | $ | 1,358 | ||||||||||
Change in company-operated same-store
sales (4) |
(8.6 | )% | (1.2 | )% | 0.2 | % | 6.1 | % | 4.8 | % | ||||||||||
Change in franchise-operated same-store
sales (4) |
(7.8 | )% | (1.3 | )% | 0.1 | % | 5.3 | % | 3.5 | % | ||||||||||
Change in system same-store sales (4) |
(8.2 | )% | (1.3 | )% | 0.2 | % | 5.8 | % | 4.5 | % | ||||||||||
Qdoba restaurants: |
||||||||||||||||||||
System average unit volume (3) |
$ | 923 | $ | 905 | $ | 946 | $ | 953 | $ | 933 | ||||||||||
Change in system same-store sales (4) |
2.8 | % | (2.3 | )% | 1.6 | % | 4.6 | % | 5.9 | % | ||||||||||
SG&A rate |
10.6 | % | 10.5 | % | 10.4 | % | 10.8 | % | 11.8 | % | ||||||||||
Capital expenditures related to continuing operations |
$ | 95,610 | $ | 153,500 | $ | 178,605 | $ | 148,508 | $ | 135,022 | ||||||||||
Balance Sheet Data (at end of period): |
||||||||||||||||||||
Total assets |
$ | 1,407,092 | $ | 1,455,910 | $ | 1,498,418 | $ | 1,374,690 | $ | 1,513,499 | ||||||||||
Long-term debt |
352,630 | 357,270 | 516,250 | 427,516 | 254,231 | |||||||||||||||
Stockholders equity (2) |
520,463 | 524,489 | 457,111 | 409,585 | 706,633 |
(1) | Weighted-average shares reflect the impact of common stock repurchases under Board-approved programs. | |
(2) | Fiscal 2007 includes a reduction in stockholders equity of $363.4 million related to shares repurchased and retired during the year. | |
(3) | 2010 average unit volume is adjusted to exclude the 53rd week for the purpose of comparison to prior years. | |
(4) | Same-store sales, sales growth and average unit volume presented on a system-wide basis include company and franchise restaurants. Franchise sales represent sales at all franchise restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues are calculated based on a percentage of franchise sales. We believe franchise and system sales growth information is useful to investors as a significant indicator of the overall strength of our business as it incorporates our significant revenue drivers which are company and franchise same-store sales as well as net unit development. Company, franchise and system same-store sales growth includes the results of all restaurants that have been open more than one year. |
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
JACK IN THE BOX INC. |
||||
By: | /S/ JERRY P. REBEL | |||
Jerry P. Rebel | ||||
Executive Vice President and Chief Financial Officer (principal financial officer) (Duly Authorized Signatory) Date: January 4, 2011 |
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