Jack In The Box 2008 Annual Report Download

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JACK IN THE BOX INC.
I
2008 ANNUAL REPORT

Table of contents

  • Page 1
    JACK IN THE BOX INC. I 2008 ANNUAL REPORT

  • Page 2
    ...: JACK), based in San Diego, is a restaurant company that operates and franchises Jack in the Box® restaurants, one of the nation's largest hamburger chains, with more than 2,100 restaurants in 18 states. Additionally, through a wholly owned subsidiary, the company operates and franchises Qdoba...

  • Page 3
    ... basis points higher than last year. Beef costs, which represent our largest single commodity expense, increased by more than 5%, and higher costs for cheese, shortening and With the nation's recessionary economy impacting consumer spending, same-store sales at Jack in the Box® company restaurants...

  • Page 4
    ... 2008, 38 Moving on to our next strategic initiative, we plan to continue expanding franchising to generate higher margins and returns for the company while creating a business model that is less Jack in the Box restaurants opened, including 15 franchised locations, and 77 new Qdoba restaurants...

  • Page 5
    ... new markets in fiscal 2008. And though Qdoba will continue expanding mostly through franchise investment, we plan to accelerate the pace of new company restaurant openings to benefit from the high cash-on-cash returns generated by Qdoba. Jack in the Box and Qdoba brands in new and existing markets...

  • Page 6
    ... Information Officer Paul D. Melancon Vice President Finance, Controller and Treasurer Carl R. Nank Vice President, Supply Chain Systems Eric E. Tunquist Vice President of Operations, Division I Gary J. Beisler Chief Executive Officer and President, Qdoba Restaurant Corporation This annual report...

  • Page 7
    ... Year Ended September 28, 2008 Commission File Number 1-9390 JACK IN THE BOX INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 95-2698708 (I.R.S. Employer Identification No.) 9330 Balboa Avenue, San Diego, CA (Address of principal executive offices...

  • Page 8

  • Page 9
    ...and Procedures ...Item 9B. Other Information ...Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. PART III Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain...

  • Page 10
    ... second or third largest quick-service hamburger chain in most of our major markets. As of the end of our fiscal year on September 28, 2008, the JACK IN THE BOX system included 2,158 restaurants in 18 states, of which 1,346 were company-operated and 812 were franchise-operated. Qdoba Mexican Grill...

  • Page 11
    ... we are leveraging new technologies to improve speed of service and guest satisfaction. In 2008, we expanded our test of self-serve kiosks, which offer guests an alternative method of ordering inside JACK IN THE BOX restaurants. We plan on installing the kiosks where the frequency of use is expected...

  • Page 12
    ...open 18-24 hours a day. Drive-thru sales currently account for approximately 70% of sales at company-operated restaurants. The following table summarizes the changes in the number of company-operated and franchised JACK IN THE BOX restaurants since the beginning of fiscal 2004: 2008 2007 Fiscal Year...

  • Page 13
    ...growth strategy for our JACK IN THE BOX brand consists of continued restaurant expansion, including expansion into new contiguous markets through Company investment and franchise development. Qdoba's growth is expected to come primarily from increasing the number of franchise-developed locations. We...

  • Page 14
    ... required to pay property taxes, insurance and maintenance costs. We view our non-franchised JACK IN THE BOX restaurants as a potential resource, which, based on our strategic plan, can be sold to a franchisee, thereby providing increased cash flows and gains when sold while still generating future...

  • Page 15
    ... marketing information for analysis. Our restaurant satellite-enabled software allows for daily, weekly and monthly polling of sales, inventory and labor data from the restaurants. We use a standardized Windows-based touch screen point-of-sale ("POS") platform in our JACK IN THE BOX company...

  • Page 16
    ... at all locations and use back-of-the-restaurant software to control purchasing, inventory, food and labor costs. These software products have been customized to meet Qdoba's operating standards. Advertising and Promotion We build brand awareness through our marketing and advertising programs and...

  • Page 17
    ... years of public accounting experience with Deloitte. Mr. Beisler has been Chief Executive Officer of Qdoba Restaurant Corporation since November 2000 and President since January 1999. He was Chief Operating Officer from April 1998 to December 1998. Trademarks and Service Marks The JACK IN THE BOX...

  • Page 18
    ...food products offered, price, quality and speed of service, personnel, advertising, name identification, restaurant location and attractiveness of the facilities. Each JACK IN THE BOX and Qdoba restaurant competes directly and indirectly with a large number of national and regional restaurant chains...

  • Page 19
    ...available free of charge at this website (under the caption "Investors - SEC Filings") all of our reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports...

  • Page 20
    ... or cash flow levels once opened, (vi) the unpredicted negative impact of a new restaurant upon sales at nearby existing restaurants, (vii) competition for suitable development sites; (viii) incurring substantial unrecoverable costs in the event a development project is abandoned prior to completion...

  • Page 21
    ...for filing our tax returns that differ from the treatment for financial reporting purposes. The ultimate outcome of such positions could have an adverse impact on our effective tax rate. Risks Related to Achieving Increased Franchise Ownership. At September 28, 2008, approximately 38% of the JACK IN...

  • Page 22
    ... See also "Risks Related to Increased Labor Costs" above. We are also subject to federal regulation and certain state laws, which govern the offer and sale, termination and renewal of franchises. Many state franchise laws impose substantive requirements on franchise agreements, including limitations...

  • Page 23
    ..., policies or related interpretations by auditors or regulatory entities may negatively impact our results. Many accounting standards require management to make subjective assumptions and estimates, such as those required for stock compensation, tax matters, pension costs, litigation, insurance...

  • Page 24
    ...2008, our leases had initial terms expiring as follows: Number of Restaurants Land and Building Ground Leases Leases Fiscal Year 2009 - 2013 ...2014 - 2018 ...2019 - 2023 ...2024 and later ... ... 178 105 200 133 317 470 421 81 Our principal executive offices are located in San Diego, California...

  • Page 25
    ...ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information. The following table sets forth the high and low sales prices for our common stock during the fiscal quarters indicated, as reported on the New York Stock Exchange...

  • Page 26
    ... stock and in the comparison group, and assumes reinvestment of dividends. The Company paid no dividends during these periods. $400 Jack in the Box Inc. 350 300 250 200 150 100 50 0 2003 2004 2005 2003 S&P 500 Index Restaurant Peer Group 2006 2004 2005 2007 2006 2008 2007 2008 Jack in the Box...

  • Page 27
    ... ...Weighted-average shares outstanding - Diluted(3) ...Market price at year-end ...Other Operating Data: Jack in the Box change in same-store sales ...Jack in the Box restaurant operating margin ...SG&A rate ...Capital expenditures ...Balance Sheet Data (at end of period): Total assets ...Long-term...

  • Page 28
    ..., including costs of commodities, and trends for healthier eating. To address these challenges and others, management has developed a strategic plan focused on four key initiatives. The first initiative is a growth strategy that includes opening new restaurants and increasing same-store sales. The...

  • Page 29
    ... Directors approved plans to sell our 61 Quick Stuff convenience stores to maximize the potential of the JACK IN THE BOX and Qdoba Brands. FINANCIAL REPORTING CHANGES In the third quarter of fiscal 2008, we recorded adjustments to goodwill in connection with the sale of company-operated restaurants...

  • Page 30
    ... of certain items included in our consolidated statements of earnings. CONSOLIDATED STATEMENTS OF EARNINGS DATA Sept. 28, 2008 Fiscal Year Sept. 30, 2007 Oct. 1, 2006 Revenues: Restaurant sales ...Distribution sales ...Franchised restaurant revenues ...Total revenues ...Operating costs and expenses...

  • Page 31
    ... in distribution sales in 2008 and 2007 primarily relates to an increase in the number of JACK IN THE BOX and Qdoba franchised restaurants serviced by our distribution centers and higher food costs. Franchised restaurant revenues, which include rents, royalties and fees from restaurants operated by...

  • Page 32
    ...on the cash surrender value of insurance products used to fund certain non-qualified retirement plans, losses related to hurricanes and an increase in facility charges related to the JACK IN THE BOX re-image program, the kitchen enhancement project and the impairment of seven restaurants we continue...

  • Page 33
    ... used to fund certain non-qualified retirement plans. Changes in the cash value of the insurance products are not deductible or taxable. Net Earnings and Net Earnings per Share from Continuing Operations Net earnings from continuing operations were $118.2 million or $1.99 per diluted share, in 2008...

  • Page 34
    ... costs related to the JACK IN THE BOX restaurant re-image program. We plan to open approximately 25 new JACK IN THE BOX and 30 new Qdoba company-operated restaurants in 2009. Sale of Company-Operated Restaurants. We have continued our strategy of selectively selling JACK IN THE BOX company-operated...

  • Page 35
    ... expenditures, lease commitments, stock repurchases and dividend payments, as well as requirements to maintain certain financial ratios, cash flows and net worth. As of September 28, 2008, we complied with all debt covenants. Debt Outstanding. Total debt outstanding increased to $518.6 million...

  • Page 36
    ... 35,512 $ (1) Obligations related to our credit facility, capital lease obligations, and other long-term debt obligations include interest expense estimated at interest rates in effect on September 28, 2008. (2) Includes purchase commitments for food, beverage, packaging items and certain utilities...

  • Page 37
    ... 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...

  • Page 38
    ... plan assets. 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 obligation when due. Additionally, an assumed long-term rate of return on plan assets is used in determining the average rate...

  • Page 39
    ...-Integrated Framework. Management has concluded that, as of September 28, 2008, the Company's internal control over financial reporting was effective based on these criteria. The Company's independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our...

  • Page 40
    ... the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Jack in the Box Inc. and subsidiaries as of September 28, 2008 and September 30, 2007, and the related consolidated statements of earnings, cash flows, and stockholders' equity for the fifty-two weeks...

  • Page 41
    ... Beneficial Owners and Management" to be filed with the Commission pursuant to Regulation 14A within 120 days after September 28, 2008 and to be used in connection with our 2009 Annual Meeting of Stockholders is hereby incorporated by reference. Information regarding equity compensation plans under...

  • Page 42
    ... Registered Public Accountant Fees and Services" to be filed with the Commission pursuant to Regulation 14A within 120 days after September 28, 2008 and to be used in connection with our 2009 Annual Meeting of Stockholders is hereby incorporated by reference. PART IV ITEM 15. EXHIBITS, FINANCIAL...

  • Page 43
    ...Option Award for Officers of Qdoba Restaurant Corporation under the 2004 Stock Incentive Plan. Jack in the Box Inc. Non-Employee Director Stock Option Award Agreement under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant's Current Report on Form 8-K dated...

  • Page 44
    ... 32.2 Summary of Director Compensation effective fiscal 2007, which is incorporated herein by reference from the registrant's Annual Report on Form 10-K for the year ended October 1, 2006. Consent of Independent Registered Public Accounting Firm Certification of Chief Executive Officer pursuant to...

  • Page 45
    .... 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: November 21, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 46
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  • Page 47
    ... of Cash Flows...Consolidated Statements of Stockholders' Equity ...Notes to Consolidated Financial Statements ...Schedules not filed: All schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes...

  • Page 48
    ... uncertainty in income taxes in fiscal 2008 due to the adoption of new accounting pronouncements. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Jack in the Box Inc.'s internal control over financial reporting as of September...

  • Page 49
    ... per share data) ASSETS Current assets: Cash and cash equivalents ...Accounts and other receivables, net ...Inventories ...Prepaid expenses ...Deferred income taxes ...Assets held for sale ...Current assets of discontinued operations ...Other current assets ...Total current assets ...Property and...

  • Page 50
    JACK IN THE BOX INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS Fiscal Year 2008 2007 2006 (Dollars in thousands, except per share data) Revenues: Restaurant sales ...$2,101,576 Distribution sales ...275,225 Franchised restaurant revenues ...162,760 2,539,561 Operating costs and expenses:...

  • Page 51
    ... Gains on cash surrender value of company-owned life insurance . . 8,172 Gains on the sale of company-operated restaurants ...(66,349) Losses on the disposition of property and equipment, net ...16,412 Loss on early retirement of debt ...- Impairment charges and other ...3,507 Cumulative effect of...

  • Page 52
    ... under stock plans, including tax benefit ...Share-based compensation ...Purchase of treasury stock ...Comprehensive income: Net earnings ...Net unrealized losses on interest rate swaps, net ...Unrecognized periodic benefit costs, net ...Total comprehensive income ...Balance at September 28, 2008...

  • Page 53
    ... SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations - Founded in 1951, Jack in the Box Inc. (the "Company") operates and franchises JACK IN THE BOX» quick-service restaurants and Qdoba Mexican Grill» ("Qdoba") fast-casual restaurants in 44 states. The following summarizes the number...

  • Page 54
    ... contract costs, which represent the acquired value of franchise contracts, are amortized over the term of the franchise agreements, generally 10 years, based on the projected royalty revenue stream. Our trademark asset, recorded in connection with our acquisition of Qdoba Restaurant Corporation in...

  • Page 55
    ..., net in the accompanying consolidated balance sheets. Company-owned life insurance - We have purchased company-owned life insurance ("COLI") policies to support our non-qualified benefit plans. The cash surrender values of these policies were $65.3 million and $66.8 million as of September 28, 2008...

  • Page 56
    ... 2008 2007 2006 Number of restaurants sold to franchisees ...109 Number of new restaurants opened by franchisees ...71 Initial franchise fees received ...$ 7,303 Cash proceeds from the sale of company-operated restaurants ...$ 57,117 Notes receivable(1) ...27,928 Net assets sold (primarily property...

  • Page 57
    ... of sales at all company-operated JACK IN THE BOX and Qdoba restaurants, respectively, as well as contractual marketing fees paid monthly by franchisees. Production costs of commercials, programming and other marketing activities are charged to the marketing funds when the advertising is first used...

  • Page 58
    JACK IN THE BOX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) reduce the risk of price fluctuations related to natural gas. We also use interest rate swap agreements to manage interest rate exposure. We do not speculate using derivative instruments. We purchase ...

  • Page 59
    ...financial statements for any of the affected reporting periods. The changes in the carrying amount of goodwill during 2008 and 2007 by operating segment were as follows (in thousands): Jack in the Box Qdoba Total Balance at October 2, 2006 ...Acquisition of franchised restaurants ...Sale of company...

  • Page 60
    ... include lease acquisition costs and acquired franchise contracts. The weightedaverage life of the amortized intangible assets is approximately 25 years. Total amortization expense related to intangible assets was $0.8 million, $0.9 million, and $1.0 million in fiscal years 2008, 2007, and 2006...

  • Page 61
    JACK IN THE BOX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) used the proceeds to repay all borrowings under the prior credit facility, to pay related transaction fees and expenses and to repurchase a portion of our outstanding stock. In fiscal 2007, we elected to ...

  • Page 62
    ...658 967,525 $1,850,929 Total minimum lease payments ...Less amount representing interest, 8.62% weighted average interest rate ...Present value of obligations under capital leases ...Less current portion ... Long-term capital lease obligations ...$10,250 Total future minimum lease payments have not...

  • Page 63
    ... $105,211 In 2008, we recorded impairment charges of $3.5 million primarily related to the write-down of the carrying value of seven JACK IN THE BOX restaurants, which we continue to operate. We also recognized accelerated depreciation and other costs on the disposition of property and equipment of...

  • Page 64
    ... three JACK IN THE BOX restaurants in 2008 and 2007, respectively. 7. INCOME TAXES The fiscal year income taxes consist of the following (in thousands): 2008 2007 2006 Current: Federal ...State...Deferred: Federal ...State...Subtotal income tax ...Income tax benefit related to cumulative effect of...

  • Page 65
    ...): 2008 2007 Deferred tax assets: Accrued pension and post retirement benefits ...Accrued insurance ...Leasing transactions ...Accrued vacation pay expense ...Deferred income ...Other reserves and allowances ...Tax loss and tax credit carryforwards ...Share-based compensation ...Other, net...Total...

  • Page 66
    ... FINANCIAL STATEMENTS - (Continued) From time to time, we may take positions for filing our tax returns, which may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the Internal Revenue Service has completed...

  • Page 67
    ... value our plan assets and funded status as of the end of our fiscal year starting in fiscal 2009. (in thousands): Qualified Pension Plans 2008 2007 Non-Qualified Pension Plan 2008 2007 Postretirement Health Plans 2008 2007 Change in benefit obligation: Obligation at beginning of year Service cost...

  • Page 68
    ... FINANCIAL STATEMENTS - (Continued) Additional year-end pension plan information - The pension benefit obligation ("PBO") is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit...

  • Page 69
    JACK IN THE BOX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Net periodic benefit cost - The components of the fiscal year net periodic benefit cost were as follows (in thousands): 2008 2007 2006 Qualified defined pension plans: Service cost ...$ 10,427 Interest ...

  • Page 70
    ...Rate of future compensation increases ...Non-qualified pension plan: Discount rate ...Rate of future compensation increases ...Postretirement health plans: Discount rate ...Assumptions used to determine net periodic benefit cost(2): Qualified pension plans: Discount rate ...Long-term rate of return...

  • Page 71
    JACK IN THE BOX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) For measurement purposes, the weighted-average assumed health care cost trend rates for our postretirement health plans were as follows for each fiscal year: 2008 2007 Health care cost trend rate for next...

  • Page 72
    ...estimated future employee service. 9. SHARE-BASED EMPLOYEE COMPENSATION Stock incentive plans - We offer share-based compensation plans to attract, retain, and motivate key officers, non-employee directors, and employees to work toward the financial success of the Company. Our stock incentive plans...

  • Page 73
    ... for employees meeting certain age and years of service thresholds. Options granted to non-management directors vest at six months. All option grants provide for an option exercise price equal to the closing market value of the common stock on the date of grant. The following is a summary of stock...

  • Page 74
    ... spot rates in effect at the time of grant and has a term equal to the expected life. The dividend yield assumption is based on the Company's history and expectations of dividend payouts. The expected stock price volatility in 2008, 2007 and the fourth quarter of 2006, represents an average of...

  • Page 75
    ... million. In 2008, 2007 and 2006, the total grant date fair value of shares released was $0.04 million, $1.1 million and $0.2 million respectively. Non-management directors' deferred compensation - Effective November 9, 2006, all awards outstanding under our directors' deferred compensation plan are...

  • Page 76
    ... of common stock at a purchase price of $61.00 per share, for a total cost of $143.3 million. In December 2006, the Board of Directors authorized a program to repurchase up to 3.3 million shares of our common stock in calendar year 2007 to complete the repurchase of the total shares authorized in...

  • Page 77
    ... exercise prices, unamortized compensation and tax benefits exceeded the average market price of common stock for the period. (2) Excluded from diluted weighted-average shares outstanding because the number of shares issued is contingent on achievement of performance goals at the end of a three-year...

  • Page 78
    ...affect our operating results, financial position or liquidity. 13. SEGMENT REPORTING In the first quarter of fiscal 2008, reflecting our vision of being a national restaurant company and the information currently being used in managing the Company as a two-branded restaurant operations business, we...

  • Page 79
    ...: Payroll and related taxes ...Sales and property taxes...Insurance ...Advertising ...Other... $ 63,964 21,410 41,243 19,072 67,942 $213,631 Notes receivable as of September 28, 2008 consists primarily of temporary financing provided to franchisees to facilitate the closing of two refranchising...

  • Page 80
    ...133 and expands disclosures to include information about the fair value of derivatives, related credit risks and a company's strategies and objectives for using derivatives. SFAS 161 is effective for fiscal periods beginning on or after November 15, 2008. We are currently in the process of assessing...

  • Page 81
    ... in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15...

  • Page 82
    ... in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15...

  • Page 83
    ... of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ LINDA A. LANG Linda A. Lang Chief Executive Officer Dated: November 21, 2008

  • Page 84
    ... 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Jerry P. Rebel, Chief Financial Officer of Jack in the Box Inc. (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 10-K of...

  • Page 85
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  • Page 87
    ... company subsequently transferred its listing to the Nasdaq Global Select Market (NASDAQ) where its common stock began trading on Dec. 15, 2008, under the new ticker symbol JACK. DIVIDEND POLICY Jack in the Box Inc. did not pay any cash or other dividends during the last two fiscal years. Effective...

  • Page 88
    Jack in the Box and Qdoba states Jack in the Box (only) states Qdoba (only) states States that wish they had Jack in the Box and Qdoba J A C K I N T H E B O X I N C. I 9 3 3 0 B A L B O A AV E N U E , S A N D I E G O, C A 9 2 1 2 3 I W W W. J A C K I N T H E B O X . C O M