SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 20, 2002
----------------
Commission file no. 1-9390
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JACK IN THE BOX INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-2698708
- ----------------------------------------- --------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
9330 BALBOA AVENUE, SAN DIEGO, CA 92123
- ----------------------------------------- --------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (858) 571-2121
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Number of shares of common stock, $.01 par value, outstanding as of the close of
business February 27, 2002 - 39,365,879.
1
JACK IN THE BOX INC. AND SUBSIDIARIES
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets...............................3
Unaudited Consolidated Statements of Earnings.............4
Unaudited Consolidated Statements of Cash Flows...........5
Notes to Unaudited Consolidated Financial Statements......6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................7
Item 3. Quantitative and Qualitative Disclosures
About Market Risk......................................12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders......13
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
JACK IN THE BOX INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
January 20, Sept. 30,
2002 2001
- ---------------------------------------------------- ------------ -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................ $ 5,516 $ 6,328
Accounts receivable, net......................... 12,646 21,816
Inventories...................................... 30,556 28,993
Prepaid expenses and other current assets........ 27,417 19,268
Assets held for sale and leaseback............... 47,109 48,329
---------- ----------
Total current assets........................... 123,244 124,734
---------- ----------
Property and equipment, at cost..................... 1,134,210 1,111,837
Accumulated depreciation and amortization........ (346,115) (332,369)
---------- ----------
Property and equipment, net.................... 788,095 779,468
---------- ----------
Trading area rights, net............................ 67,095 68,825
Other assets, net................................... 41,890 56,795
---------- ----------
TOTAL.......................................... $1,020,324 $1,029,822
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt............. $ 37,322 $ 2,255
Accounts payable................................. 49,646 55,036
Accrued expenses................................. 148,767 169,628
---------- ----------
Total current liabilities...................... 235,735 226,919
---------- ----------
Deferred income taxes............................... 21,255 18,215
Long-term debt, net of current maturities........... 231,131 279,719
Other long-term liabilities......................... 91,485 91,439
Stockholders' equity:
Common stock..................................... 425 424
Capital in excess of par value................... 310,620 310,107
Retained earnings................................ 170,692 144,018
Treasury stock................................... (41,019) (41,019)
---------- ----------
Total stockholders' equity..................... 440,718 413,530
---------- ----------
TOTAL.......................................... $1,020,324 $1,029,822
========== ==========
See accompanying notes to consolidated financial statements.
3
JACK IN THE BOX INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
Sixteen Weeks Ended
-----------------------
January 20, January 21,
2002 2001
- -------------------------------------------------------- ---------- -----------
Revenues:
Restaurant sales...................................... $ 552,548 $ 506,537
Distribution and other sales.......................... 21,152 19,292
Franchise rents and royalties......................... 16,639 15,843
Other................................................. 3,841 1,551
--------- ---------
594,180 543,223
--------- ---------
Costs of revenues:
Restaurant costs of sales............................. 170,118 156,167
Restaurant operating costs............................ 281,549 252,091
Costs of distribution and other sales................. 20,685 18,800
Franchised restaurant costs........................... 6,641 6,205
--------- ---------
478,993 433,263
--------- ---------
Gross profit............................................. 115,187 109,960
Selling, general and administrative...................... 65,876 60,732
--------- ---------
Earnings from operations................................. 49,311 49,228
Interest expense......................................... 7,305 8,008
--------- ---------
Earnings before income taxes and cumulative effect of
accounting change..................................... 42,006 41,220
Income taxes............................................. 15,332 15,640
--------- ---------
Earnings before cumulative effect of accounting change... 26,674 25,580
Cumulative effect of adopting SAB 101.................... - (1,859)
--------- ---------
Net earnings............................................. $ 26,674 $ 23,721
========= =========
Net earnings per share - basic:
Earnings before cumulative effect of
accounting change.................................. $ .68 $ .67
Cumulative effect of adopting SAB 101................. - (.05)
--------- ---------
Net earnings per share................................ $ .68 $ .62
========= =========
Net earnings per share - diluted:
Earnings before cumulative effect of
accounting change.................................. $ .67 $ .65
Cumulative effect of adopting SAB 101................. - (.05)
--------- ---------
Net earnings per share................................ $ .67 $ .60
========= =========
Weighted-average shares outstanding:
Basic................................................. 39,271 38,429
Diluted............................................... 39,995 39,506
See accompanying notes to consolidated financial statements.
4
JACK IN THE BOX INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Sixteen Weeks Ended
------------------------
January 20, January 21,
2002 2001
- ------------------------------------------------------- ----------- -----------
Cash flows from operating activities:
Net earnings....................................... $ 26,674 $ 23,721
Non-cash items included in operations:
Depreciation and amortization................... 21,107 19,098
Deferred finance cost amortization.............. 514 514
Deferred income taxes........................... 3,040 1,394
Cumulative effect of accounting change.......... - 1,859
Decrease in receivables............................ 9,170 294
Increase in inventories............................ (1,563) (2,290)
Decrease in prepaid expenses and other
current assets.................................. 7,026 4,547
Decrease in accounts payable....................... (5,390) (11,611)
Increase (decrease) in other liabilities........... (20,222) 828
--------- --------
Cash flows provided by operating activities..... 40,356 38,354
--------- --------
Cash flows from investing activities:
Additions to property and equipment................ (30,017) (38,882)
Dispositions of property and equipment............. 1,727 1,773
Decrease (increase) in trading area rights......... 424 (453)
Decrease (increase) in assets held for
sale and leaseback.............................. 1,220 (1,507)
Other.............................................. (1,389) 1,032
--------- --------
Cash flows used in investing activities......... (28,035) (38,037)
--------- --------
Cash flows from financing activities:
Borrowings under revolving bank loans.............. 125,500 106,500
Principal repayments under revolving bank loans.... (138,500) (109,500)
Principal payments on long-term debt, including
current maturities.............................. (647) (582)
Repurchase of common stock......................... - (499)
Proceeds from issuance of common stock............. 514 2,205
--------- --------
Cash flows used in financing activities......... (13,133) (1,876)
--------- --------
Net decrease in cash and cash equivalents.............. $ (812) $ (1,559)
========= ========
See accompanying notes to consolidated financial statements.
5
JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited consolidated financial statements of
Jack in the Box Inc. (the "Company") and its subsidiaries have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the Securities
and Exchange Commission ("SEC"). In our opinion, all adjustments considered
necessary for a fair presentation of financial condition and results of
operations for the interim periods have been included. Operating results
for any interim period are not necessarily indicative of the results for
any other interim period or for the full year. We report results quarterly
with the first quarter having 16 weeks and each remaining quarter having 12
weeks.
Certain financial statement reclassifications have been made in the prior
year to conform to the current year presentation. Fiscal year 2001
financial statements have been restated to reflect the adoption of Staff
Accounting Bulletin ("SAB") 101 as of the beginning of the year. These
financial statements should be read in conjunction with the notes to the
fiscal year 2001 financial statements contained in our Annual Report on
Form 10-K filed with the SEC.
2. The income tax provisions for 2002 and 2001 reflect the projected annual
tax rates of 36.5% and 37.9%, respectively, of pretax earnings. The fiscal
2001 income tax provision was subsequently adjusted to the effective annual
rate of 35.5% of pretax earnings. The favorable income tax rates result
from our ability to realize previously unrecognized tax benefits. The final
2002 annual tax rate cannot be determined until the end of the fiscal year;
thus, the actual rate could differ from our current estimates.
3. The Company is subject to normal and routine litigation. In the opinion of
management, the ultimate liability from all pending legal proceedings,
asserted legal claims and known potential legal claims should not
materially affect our operating results and liquidity.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
JACK IN THE BOX INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
All comparisons under this heading between 2002 and 2001 refer to the
16-week periods ended January 20, 2002 and January 21, 2001, respectively,
unless otherwise indicated.
Company-operated restaurant sales increased $46.0 million, or 9.1%, to
$552.5 million in 2002 from $506.5 million in 2001, reflecting increases in both
the number of Company-operated restaurants and in per store average ("PSA")
sales. The number of Company-operated restaurants increased 8.6% to 1,462 in
2002 from 1,346 restaurants in 2001. PSA weekly sales for comparable
Company-operated restaurants, those open more than one year, grew .7% in 2002 on
top of a 4.3% increase in 2001. We believe that the sales growth is primarily
due to effective advertising and strategic initiatives, including our ongoing
focus on food quality and guest service. Also contributing slightly to sales
growth were modest price increases.
Distribution and other sales increased $1.9 million to $21.2 million in
2002 from $19.3 million in 2001. This increase is principally due to an increase
in the number of fuel and convenience stores to ten at the end of the quarter
compared with eight a year ago.
Franchise rents and royalties increased $.8 million to $16.6 million, or
13.1% of franchise restaurant sales, in 2002 from $15.8 million in 2001, or
12.7% of sales, in 2001. Franchise restaurant sales grew to $127.1 million in
2002 from $124.3 million in 2001. Franchise rents and royalties grew as a
percentage of franchise restaurant sales primarily due to increases in
percentage rents at certain franchised restaurants.
Other revenues, representing franchise gains and fees and interest income
from investments and notes receivable, increased to $3.8 million in 2002 from
$1.6 million in 2001, primarily due to increased franchising activities
including the sale of three Company-operated restaurants to franchisees in 2002
compared to one a year ago.
Restaurant costs of sales and operating costs increased with sales growth
and the addition of Company-operated restaurants. Restaurant costs of sales,
which include food and packaging costs, increased to $170.1 million in 2002 from
$156.2 million in 2001. Restaurant costs of sales were 30.8% of restaurant sales
in both quarters, as the impact in 2002 of higher ingredient costs was offset by
selling price increases.
Restaurant operating costs grew to $281.5 million, or 50.9% of restaurant
sales, in 2002 from $252.1 million, or 49.8% of restaurant sales, in 2001. The
higher percentage of operating costs in 2002 reflects significant cost increases
in labor and utilities, as well as higher occupancy expenses of recently opened
restaurants whose sales have not yet matured.
7
Costs of distribution and other sales increased to $20.7 million in 2002
from $18.8 million in 2001, reflecting an increase in the related sales.
Franchise restaurant costs, which consist principally of rents and
depreciation on properties leased to franchisees and other miscellaneous costs,
increased slightly to $6.6 million in 2002 from $6.2 million in 2001.
Selling, general and administrative costs increased to $65.9 million in
2002 from $60.7 million in 2001 and improved slightly as a percentage of
revenues to 11.1% in 2002 compared to 11.2% a year ago.
Interest expense declined to $7.3 million in 2002 from $8.0 million in
2001, reflecting a reduction in total average debt outstanding and lower
interest rates.
The income tax provisions for 2002 and 2001 reflect the projected annual
tax rates of 36.5% and 37.9%, respectively, of pretax earnings. The fiscal 2001
income tax provision was subsequently adjusted to the effective annual rate of
35.5% of pretax earnings. The favorable income tax rates result from our ability
to realize previously unrecognized tax benefits. The final 2002 annual tax rate
cannot be determined until the end of the fiscal year; thus, the actual rate
could differ from our current estimates.
In the fourth quarter of fiscal 2001, we adopted SAB 101 which requires
that percentage rents, which are contingent upon certain annual sales levels, be
recognized in the period in which the contingency is met instead of being
accrued for ratably. As a result of adopting SAB 101, we recorded a one-time
after tax cumulative effect of this accounting change of $1.9 million related to
the deferral of franchise percentage rents not yet earned as of the beginning of
fiscal year 2001.
Earnings before the cumulative effect of accounting change increased 4.3%
to $26.7 million, or $.67 per diluted share, in 2002 from $25.6 million, or $.65
per diluted share, in 2001. Net earnings increased to $26.7 million, or $.67 per
diluted share, in 2002 from $23.7 million, or $.60 per diluted share, in 2001.
DISCUSSION OF CRITICAL ACCOUNTING POLICIES
- ------------------------------------------
In accordance with the Securities and Exchange Commission's release No.
33-8040, Cautionary Advice Regarding Disclosure About Critical Accounting
Policies, issued on December 12, 2001, we identified the following as the
Company's most critical accounting policies, which are those that are most
important to the portrayal of the Company's financial condition and results and
require management's most subjective and complex judgments.
Long-lived Assets - Long-lived assets, including fixed assets and
intangibles, are reviewed for impairment when indicators of impairment are
present and the undiscounted cash flows estimated to be generated by those
assets are less that the assets' carrying amount. The estimate of cash flows is
based upon, among other things, certain assumptions about expected future
operating performance. Our estimates of undiscounted cash flows may differ from
actual cash flows due to, among other things, economic conditions or changes in
operating performance. If the sum of the undiscounted cash flows is less than
the carrying value, we recognize an impairment loss, measured as the amount by
which the carrying value exceeds the fair value of the asset. During the first
quarter of 2002 no impairment indicators occurred that would, in our opinion,
indicate the need for a reduction in the carrying value of any of the Company's
assets.
8
Pension Benefits - The Company sponsors pension and other retirement plans
in various forms covering substantially all employees who meet certain
eligibility requirements. Several statistical and other factors which attempt to
anticipate future events are used in calculating the expense and liability
related to the plans, including assumptions about the discount rate, expected
return on plan assets and the rate of increase in compensation levels, as
determined by the Company, within certain guidelines. In addition, our outside
actuarial consultants also use subjective factors such as turnover, retirement
and mortality rates to estimate the Company's benefit obligation. The actuarial
assumptions used may differ materially from actual results due to changing
market and economic conditions, higher or lower turnover and retirement rates or
longer or shorter life spans of participants. These differences may impact the
amount of pension expense recorded by the Company. Due to decreases in interest
rates and declines in the income of assets in the plans, it is expected that the
pension expense for fiscal 2002 will be higher than in recent years.
Estimations - In preparing the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America, management is required to make certain assumptions and estimates that
affect reported amounts of assets, liabilities, revenues, expenses and the
disclosure of contingencies. In making these assumptions and estimates,
management may from time to time seek advice from and consider information
provided by actuaries and other experts in a particular area. Actual amounts
could differ from these estimates.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and cash equivalents decreased $.8 million to $5.5 million at
January 20, 2002 from $6.3 million at the beginning of the fiscal year. We
expect to maintain low levels of cash and cash equivalents, reinvesting
available cash flows from operations to develop new or enhance existing
restaurants, and to reduce borrowings under the revolving credit agreement.
Our working capital deficit increased $10.3 million to $112.5 million at
January 20, 2002 from $102.2 million at September 30, 2001. This increase is
primarily due to the reclassification of $35 million of financing lease
obligations due in January 2003 to current maturities, offset in part by the
related reclassification of $15.2 million in sinking fund payments from other
assets to other current assets. The financing lease obligations will be funded
from the sinking fund, operations and our existing credit facility. The Company
and the restaurant industry in general maintain relatively low levels of
accounts receivable and inventories and vendors grant trade credit for purchases
such as food and supplies. We also continually invest in our business through
the addition of new units and refurbishment of existing units, which are
reflected as long-term assets and not as part of working capital.
Our revolving bank credit agreement provides for a credit facility expiring
April 1, 2003 of up to $175 million, including letters of credit of up to $25
million. At January 20, 2002, we had borrowings of $52 million, letters of
credit outstanding of $16.1 million and approximately $106.9 million of
availability under the agreement. Total debt outstanding decreased to $268.5
million at January 20, 2002 from $282.0 million at the beginning of the fiscal
year.
9
We are subject to a number of covenants under our various debt instruments,
including limitations on additional borrowings, capital expenditures, lease
commitments and dividend payments, as well as requirements to maintain certain
financial ratios, cash flows and net worth. As of January 20, 2002, we believe
we are in compliance with these covenants. In September 1999, the collateral
securing the bank credit facility was released. However, the real and personal
property previously held as collateral for the bank credit facility cannot be
used to secure other indebtedness of the Company. In addition, certain of our
real and personal property secure other indebtedness.
We require capital principally to grow the business through new restaurant
construction, as well as to maintain, improve and refurbish existing
restaurants, and for general operating purposes. Our primary short-term and
long-term sources of liquidity are expected to be cash flows from operations,
the revolving bank credit facility, and the sale and leaseback of certain
restaurant properties. Additional potential sources of liquidity include
financing opportunities and the conversion of Company-operated restaurants to
franchised restaurants. Based upon current levels of operations and anticipated
growth, we expect that cash flows from operations, combined with other financing
alternatives available, will be sufficient to meet debt service, capital
expenditure and working capital requirements.
On January 22, 2002, the SEC issued an interpretive release on certain
disclosures concerning liquidity and capital resources, including off-balance
sheet arrangements, trading activities involving non-exchange traded contracts
and effects of transactions with related parties. We do not have material
related party transactions or off-balance sheet arrangements, other than our
operating leases. We do not enter into commodity contracts for which market
price quotations are not available. Furthermore, we are not aware of any other
factors, which are reasonably likely to affect our liquidity, other than those
disclosed as risk factors in our Form 10-K filed with the SEC. While we have
noted that certain operating expenses, including utilities and occupancy costs,
are rising and the economy has slowed down, we believe that there are sufficient
funds available from operations, our existing credit facility and the sale and
leaseback of restaurant properties to accommodate the Company's future growth.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
- ----------------------------------------------------------
This Quarterly Report on Form 10-Q contains forward-looking statements
including, but not limited to, our continuing investment in new restaurants and
refurbishment of existing facilities, expectations regarding our effective tax
rate, expectations regarding any liability that may result from claims and
actions filed against us and our sources of liquidity and uses of cash.
Forward-looking statements are generally identifiable by the use of the words
"believe," "expect," "intend," "anticipate," "estimate," "assume," "project" and
similar expressions. Forward-looking statements are subject to known and unknown
risks and uncertainties which may cause actual results to differ materially from
expectations. The following is a discussion of some of those factors.
Our income tax provision is sensitive to expected earnings, and, as
expectations change, our income tax provision may vary from quarter-to-quarter
and year-to-year. In addition, from time-to-time, we may take positions for
filing our tax returns which differ from the treatment for financial reporting
purposes. In fiscal 2003, our effective tax rate is expected to increase.
10
There can be no assurances that growth objectives in the regional domestic
markets in which we operate will be met or that capital will be available for
refurbishment of existing facilities. Multi-unit food service businesses such as
JACK IN THE BOX restaurants can be materially and adversely affected by
publicity about allegations of poor food quality, foreign objects in food,
illness, injury or other health concerns with respect to the nutritional value
of certain foods. Our results of operations can also be affected by ingredient
cost increases or shortages. We have experienced an increase in utility costs
due to deregulation. We have also experienced power outages in certain areas and
are uncertain if they will continue or spread to other areas. The deregulation
of utilities and the continuation of power shortages or interruptions may
adversely affect the profitability of our business in the areas in which they
occur. Additional risk factors associated with our business are detailed in our
most recent Annual Report on Form 10-K filed with the SEC.
NEW ACCOUNTING STANDARDS
- ------------------------
In July, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 141, Business Combinations,
and 142, Goodwill and Other Intangible Assets, which supersede Accounting
Principles Board Opinion 17, Intangible Assets. SFAS 141 requires that all
business combinations be accounted for under the purchase method. The statement
further requires separate recognition of intangible assets that meet one of the
two criteria, as defined in the statement. This statement applies to all
business combinations initiated after June 30, 2001. Under SFAS 142, goodwill
and intangible assets with indefinite lives are no longer amortized, but are to
be tested at least annually for impairment. Separable intangible assets with
defined lives will continue to be amortized over their useful lives. The
provisions of SFAS 142 will apply to goodwill and intangible assets acquired
before and after the statement's effective date. The provisions of SFAS 142 are
required to be adopted by the first quarter of fiscal year 2003. We are
currently evaluating the effect that such adoption will have on our results of
operations and financial position.
In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations. This new standard requires entities to recognize the fair value of
a liability for an asset retirement obligation in the period which it is
incurred if a reasonable estimate of fair value can be made. When the liability
is initially incurred, the cost is capitalized as part of the carrying amount of
the long-lived asset. Over time, the liability is accreted to its present value
each period through charges to operating expense, and the capitalized cost is
depreciated over the life of the asset. Upon settlement of the liability, an
entity either settles the obligation for its recorded amount or incurs a gain or
loss upon settlement. The provisions of SFAS 143 are effective for fiscal years
beginning after June 15, 2002. We have not yet determined the impact, if any, of
adoption of SFAS 143.
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This new standard supersedes SFAS 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. The primary objectives of this statement were to develop one accounting
model for long-lived assets to be disposed of by sale and to address the
significant implementation issues related to SFAS 121. SFAS 144 requires that
all long-lived assets be measured at the lower of carrying amount or fair value
less cost to sell. The provisions of SFAS 144 are effective for fiscal years
beginning after December 15, 2001. We have not yet determined the impact, if
any, of adoption of SFAS 144.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Our primary exposure relating to financial instruments is to changes in
interest rates. Our credit facility bears interest at an annual rate equal to
the prime rate or the London Interbank Offered Rate ("LIBOR") plus an applicable
margin based on a financial leverage ratio. As of January 20, 2002, our
applicable margin was set at .625%. At January 20, 2002, a hypothetical one
percentage point increase in short-term interest rates would result in a
reduction of $.5 million in annual pretax earnings.
Changes in interest rates also impact our pension expense. An assumed
discount rate is used in determining the present value of future cash outflows
currently expected to be required to satisfy the pension benefit obligations
when due. A hypothetical 25 basis point reduction in the assumed discount rate
from 7.75% to 7.50% would result in an estimated increase of $.7 million in our
annual pension expense.
We are also exposed to the impact of commodity price fluctuations related
to unpredictable factors such as weather and various other market conditions
outside our control. From time-to-time we enter into commodity futures and
option contracts to manage these fluctuations. Open commodity futures and option
contracts were not significant as of January 20, 2002.
At January 20, 2002, we had no other material financial instruments subject
to significant market exposure.
12
PART II - OTHER INFORMATION
There is no information required to be reported for any items under Part II,
except as follows:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of stockholders in the first quarter
ended January 20, 2002. Our annual meeting of stockholders was held
February 22, 2002 at which the following matters were voted as indicated:
For Withheld
--- --------
1. Election of the following directors to serve
until the next annual meeting of stockholders
and until their successors are elected and
qualified.
Michael E. Alpert.............................. 34,391,639 538,456
Jay W. Brown................................... 34,569,049 361,046
Paul T. Carter................................. 34,603,228 326,867
Edward W. Gibbons.............................. 34,622,617 307,478
Alice B. Hayes, Ph.D........................... 34,567,180 362,915
Murray H. Hutchison............................ 34,612,182 317,913
Robert J. Nugent............................... 34,586,183 343,912
L. Robert Payne................................ 34,605,135 324,960
Kenneth R. Williams............................ 34,621,752 308,343
Not
For Against Abstain Voted
--- ------- ------- -----
2. Approval of the 2002 Stock
Incentive Plan............. 32,294,016 2,615,880 20,199 -
3. Ratification of the
appointment of KPMG LLP as
independent accountants.... 34,574,576 340,708 14,811 -
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized and in the capacities indicated.
JACK IN THE BOX INC.
By: JOHN F. HOFFNER
--------------------------
John F. Hoffner
Vice President, and Chief Financial
Officer (Principal Financial Officer)
(Duly Authorized Signatory)
Date: March 6, 2002
14