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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 28, 2003 OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 0-21660
PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1203323
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2002 Papa Johns Boulevard
Louisville, Kentucky 40299-2334
(Address of principal executive offices)
(502) 261-7272
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of each exchange on which registered)
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value The NASDAQ Stock Market
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of Registrant’s 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act).
Yes X No___
As of March 1, 2004 there were 17,638,396 shares of the Registrant’s Common Stock outstanding. The
aggregate market value of the shares of Registrant’s Common Stock held by non-affiliates of the Registrant at such
date was $411,103,232 based on the last sale price of the Common Stock on March 1, 2004 as reported by The
NASDAQ Stock Market. For purposes of the foregoing calculation only, all directors and executive officers of the
Registrant have been deemed affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Part III are incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of
Stockholders to be held May 13, 2004.

Table of contents

  • Page 1
    ...of incorporation or organization) 61-1203323 (I.R.S. Employer Identification Number) 2002 Papa Johns Boulevard Louisville, Kentucky 40299-2334 (Address of principal executive offices) (502) 261-7272 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12...

  • Page 2
    ... Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions Principal Accountant Fees and Services Exhibits, Financial Statement Schedules, and Reports on Form...

  • Page 3
    ... international markets, the menu mix (toppings and side items) is adapted to local tastes. Efficient Operating System. We believe our operating and distribution systems, restaurant layout and designated delivery areas result in lower restaurant operating costs and improved food quality, and promote...

  • Page 4
    ...or other third parties. We devote significant resources to provide Papa John's franchisees with assistance in restaurant operations, management training, team member training, marketing, site selection and restaurant design. We also provide significant assistance to licensed international QC Centers...

  • Page 5
    ... bright menu board, custom counters and a carryout customer area. The counters are designed to allow customers to watch the team members slap out the dough and put sauce and toppings on pizzas. The Company is developing a restaurant image enhancement program that may be implemented in a small number...

  • Page 6
    ..., while lowering food costs. Our full-service QC Centers are located in Louisville, Kentucky; Dallas, Texas; Pittsburgh, Pennsylvania; Orlando, Florida; Raleigh, North Carolina; Jackson, Mississippi; Denver, Colorado; Rotterdam, New York; Portland, Oregon; Des Moines, Iowa; and Phoenix, Arizona. The...

  • Page 7
    ... such programs, or add new programs as deemed appropriate and necessary. Company Operations Restaurant Personnel. A typical Papa John's restaurant employs a restaurant manager, one or two assistant managers and approximately 20 to 25 hourly team members, most of whom work part-time. The manager is...

  • Page 8
    ... an operating Papa John's restaurant by a Company certified general training manager. Our training includes new team member orientation, in-store and delivery training, core management skills training, new product or program implementation and ongoing developmental programs. Point of Sale Technology...

  • Page 9
    ... collection process. Reporting. Management at Company-owned restaurants evaluates daily reports of sales, cash deposits and operating costs. Physical inventories of all food and beverage items are taken nightly. Hours of Operations. Our domestic restaurants are open seven days a week, typically from...

  • Page 10
    ...of the site and targeted demographic factors, including population, density, income, age and traffic. Our domestic franchisees may purchase complete new store equipment packages through an approved third party supplier under a commission arrangement with the Company. Internationally, our franchisees...

  • Page 11
    ...store general managers or hire a full-time training coordinator certified to deliver Company-approved programs in order to train new team members and management candidates for their restaurants. Our area franchise directors maintain open communication with the franchise community, relaying operating...

  • Page 12
    ... includes dine in, carry out and delivery, had sales of approximately $32.0 billion in 2003, of which Papa John's share was reported as 5.8%. Within the pizza segment of the restaurant industry, we believe our primary competitors are the international pizza chains, including Pizza Hut, Domino's and...

  • Page 13
    ... 12,630 were restaurant team members, 656 were restaurant management and supervisory personnel, 585 were corporate personnel and 739 were QC Center and support services personnel. Most restaurant team members work part-time and are paid on an hourly basis. None of our team members is covered by...

  • Page 14
    ... may be, located. Experience has shown that a change in the pricing or other marketing or promotional strategies of one or more of our major competitors can have an adverse impact on sales and earnings of Papa John's and our system-wide restaurant operations. 3. An increase in the cost of cheese or...

  • Page 15
    ... established in franchise agreements with international franchisees. Accordingly, there can be no assurance that our operations will achieve or maintain profitability or meet planned growth rates. 11. Our planned conversion of a majority of Perfect Pizza restaurants to Papa John's restaurants...

  • Page 16
    Item 2. Properties As of December 28, 2003, there were 2,790 Papa John's restaurants and 135 Perfect Pizza restaurants system-wide. Company-owned Papa John's Restaurants Number of Restaurants Colorado ...Florida ...Georgia ...Illinois...Indiana ...Kentucky...Maryland...Minnesota...Missouri...New ...

  • Page 17
    ... ...North Dakota ...Ohio ...Oklahoma ...Oregon ...Pennsylvania...Rhode Island...South Carolina ...South Dakota ...Tennessee ...Texas...Utah ...Virginia...Washington...West Virginia...Wisconsin ...Wyoming ...Washington, D.C...Total Domestic Franchised Papa John's Restaurants ...60 62 15 162 4 2 11...

  • Page 18
    ...Cayman Islands...China...Costa Rica...Greece...Hawaii...Korea...Mexico...Puerto Rico ...Russia...Saudi Arabia ...Venezuela ...United Kingdom ...Total International Franchised Papa John's Restaurants ...We define "domestic" operations as units located in the contiguous United States. Most Papa John...

  • Page 19
    ... the Louisville QC Center operation and promotional division. The remainder of the building houses our corporate offices. The Papa John's UK management team is located in 6,000 square feet of leased office space in London with a remaining lease term of 12 years. In addition, Papa John's UK leases...

  • Page 20
    ...Elected Executive Officer 1985 1990 Name John H. Schnatter Robert J. Wadell * Age 42 48 Position Founder, Chairman of the Board, Chief Executive Officer and President Former President of PJ Food Service, Inc. and Chief Operating Officer Senior Vice President and Chief Operations Officer President...

  • Page 21
    ... Accountant. Gary Langstaff has served as Senior Vice President and Chief Marketing Officer since December 2003. Prior to joining Papa John's, Mr. Langstaff spent 13 years consulting with companies, principally in the telecommunications, cable and biotechnology industries, in the areas of corporate...

  • Page 22
    ...our initial public offering of common stock in 1993, we have not paid dividends on our common stock, and have no current plans to do so. The Papa John's Board of Directors has authorized the repurchase of up to $400 million of common stock under a share repurchase program that began December 9, 1999...

  • Page 23
    ...development fees Commissary sales Other sales International revenues: Royalties and franchise and development fees (3) Restaurant and commissary sales (4) Total revenues Operating income (5) Investment income Interest expense Income before income taxes and cumulative effect of a change in accounting...

  • Page 24
    ... restaurants, franchise royalties, sales of franchise and development rights, sales to franchisees of food and paper products, restaurant equipment, printing and promotional items, risk management services, and information systems and related services used in their operations. New unit openings in...

  • Page 25
    ... equipment, printing and promotional items, risk management services and information systems equipment and software and related services by us, our commissary subsidiary, PJ Food Service, Inc. ("PJFS"), our support services subsidiary, Papa John's Support Services, Inc., our insurance subsidiaries...

  • Page 26
    ...improved restaurant operating margins and flat to increasing levels of free cash flow could result in annual earnings per share percentage growth in the low double digits over the next few years. Results of Operations and Critical Accounting Policies and Estimates The results of operations are based...

  • Page 27
    ... if the shareholders' equity is in a net deficit position. Further, Papa John's will recognize subsequent operating income generated by BIBP up to the amount of BIBP losses previously recognized. Accounting Changes Statement of Financial Accounting Standards No. 150 We adopted Statement of Financial...

  • Page 28
    ...Year Ended Dec. 2 8, Dec. 2 9, Dec. 3 0, 2003 2002 2001 Income S tatement Data: Do mes tic rev enu es : Res tau ran t s ales Fran ch is e ro yalties Fran ch is e and d ev elo pment fees Commis s ary s ales Other s ales In tern ation al revenues : Roy alties and franchis e and development... a chang e ...

  • Page 29
    ...Number of Company-owned restaurants included in the respective most recent quarter's comparable restaurant base Average sales for Company-owned restaurants included in the most recent comparable restaurant base Papa John's Restaurant Progression: U.S. Company-owned: Beginning of period Opened Closed...

  • Page 30
    ... only Company-owned restaurants open throughout the periods being compared. Represents Perfect Pizza restaurants converted to Papa John's restaurants. Represents the reclassification of 11 Hawaii units and three Alaska units opened prior to 2001 from domestic franchising to international franchising...

  • Page 31
    ... due to the decrease in average unit sales and increased health insurance costs. Additionally, in connection with the field management realignment announced in January 2003, we increased restaurant staffing levels and general manager and assistant manager bonus potential. Advertising and related...

  • Page 32
    ...a fixed percentage markup), a decrease in lower margin equipment sales and an increase in the revenues from insurance-related services provided to franchisees. Salaries and benefits as a percentage of sales were relatively consistent between years. Other operating expenses increased to 14.1% in 2003...

  • Page 33
    ..., increases in restaurant closure, impairment and disposition charges and the increased claims loss reserves related to the franchise captive insurance program. Diluted earnings per share before cumulative effect of a change in accounting principle for 2003 was $1.88 compared to $2.31 in 2002. In...

  • Page 34
    ... were lower equipment sales as a result of fewer unit openings in 2002 as compared to 2001, partially offset by an increase in our print and insurance services operations. International revenues consist of the Papa John's UK operations which are denominated in British Pounds Sterling and converted...

  • Page 35
    ... 10.1% in 2001. Cost of sales was 71.7% of revenues in 2002 compared to 73.0% in 2001 primarily due to a decrease in lower margin equipment sales and an increase in sales of higher margin insurance-related services to franchisees. Salaries and benefits and other operating costs increased to 18.4% in...

  • Page 36
    ... changes in inventory levels, due primarily to heated delivery bags, and deferred income taxes were substantially offset by favorable changes in accrued expenses, due primarily to insurance claims reserves, and other components of working capital. We have a revolving line of credit facility...

  • Page 37
    ... for additional information related to contractual and other commitments. Impact of Inflation We do not believe inflation has materially affected earnings during the past three years. Substantial increases in costs, particularly commodities, labor, benefits, insurance, utilities and fuel, could have...

  • Page 38
    ... the captive franchise insurance program; increases in advertising promotions and discounting by competitors which may adversely affect sales; new product and concept developments by food industry competitors; the ability of the Company and its franchisees to open new restaurants and operate new and...

  • Page 39
    ... of new accounting guidance effective as of 2003 year-end requiring the consolidation of BIBP. See "Note 3" of "Notes to Consolidated Financial Statements" for further information. The average quarterly block market price and the equivalent block market price paid by Papa John's through purchases...

  • Page 40
    ... Data Papa John's International, Inc. and Subsidiaries Consolidated State me nts of Income (In thousands, except per share amounts) December 28, 2003 Domestic reve nues: Restaurant sales Franchise royalties Franchise and development fees Commissary sales Other sales International revenues: Royalties...

  • Page 41
    ...: Cash and cash equivalents Accounts receivable (less allowance for doubtful accounts of $4,907 in 2003 and $2,484 in 2002) Accounts receivable-affiliates Inventories Prepaid expenses and other current assets Deferred income taxes Total current assets Investments Net property and equipment Notes...

  • Page 42
    Papa John's International, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity Common Stock Shares Outstanding 22,997 387 (1,237) 22,147 399 (4,505) 18,041 278 (206) 18,113 $ 314 3 317 310 4 Additional Paid-In Capital $ 193,029 3 8,407 580 (219) 201,797 9,128 1,047 135 212,107 6,...

  • Page 43
    ... income taxes Tax benefit related to exercise of non-qualified stock options Other Changes in operating assets and liabilities: Accounts receivable Inventories Prepaid expenses and other current assets Other assets and liabilities Accounts payable Accrued expenses Unearned franchise and development...

  • Page 44
    ... all revenues are derived from retail sales of pizza to the general public by Company-owned restaurants, franchise royalties, sales of franchise and development rights, and sales to franchisees of food and paper products, restaurant equipment, printing and promotional items, risk management services...

  • Page 45
    ... Accounting Policies (continued) Domestic production and distribution revenues are comprised of food, equipment and supplies sales to franchised restaurants located in the United States and are recognized as revenue upon shipment of the related products to the franchisees. Information services...

  • Page 46
    ... income (see Note 6). Deferred Costs We defer certain systems development and related costs that meet established criteria. Amounts deferred, which are included in property and equipment, are amortized principally over periods not exceeding five years beginning in the month subsequent to completion...

  • Page 47
    ...Significant Accounting Policies (continued) Advertising and Related Costs Advertising and related costs include the costs of domestic Company-owned restaurant activities such as mail coupons, door hangers and promotional items and contributions to the Papa John's Marketing Fund, Inc. (the "Marketing...

  • Page 48
    ... per share - before cumulative effect of a change in accounting principle: Basic - as reported Basic - pro forma Assuming dilution - as reported Assuming dilution - pro forma Assumptions (weighted average): Risk-free interest rate Expected dividend yield Expected volatility Expected life (in years...

  • Page 49
    ...on quoted market prices. See Note 7 for additional information on our debt and credit arrangements. Earnings per Share The calculation of basic earnings per common share and earnings per common share - assuming dilution, before the cumulative effect of a change in accounting principle, for the years...

  • Page 50
    ...the Company in fiscal 2003. SFAS No. 146 addresses the recognition, measurement, and reporting of costs associated with exit or disposal activities, and nullifies Emerging Issues Task Force Issue No. 94-3 (EITF 94-3), Liability Recognition for Certain Employee Termination Benefits and Other Costs to...

  • Page 51
    ... corporation. BIBP purchases cheese at the market price and sells it to our distribution subsidiary, PJ Food Service, Inc. ("PJFS"), at a fixed quarterly price based in part upon historical average market prices. PJFS in turn sells cheese to Papa John's restaurants (both Company-owned and franchised...

  • Page 52
    3. Accounting for Variable Interest Entities (continued) The consolidation of BIBP could have a significant impact on Papa John's operating income in future periods due to the volatility of cheese prices. In future periods, we will recognize the operating losses generated by BIBP if BIBP's ...

  • Page 53
    ... addition, Papa John's has extended loans to certain franchisees. As a result, Papa John's is deemed the primary beneficiary of four of these franchise entities even though we have no ownership interest in them. These entities operate a total of 33 restaurants with annual revenues approximating $20...

  • Page 54
    ... and disposition losses (gains) in the accompanying consolidated statements of income. During 2003, we decided to close 27 domestic restaurants, which were primarily located in three of the 21 markets with Company-owned units, due to deteriorating economic performance and an insufficient outlook...

  • Page 55
    ...the maturing of the restaurant's market, as well as our future operating plans for the restaurant and its market. In estimating future cash flows, we used a discount rate of 12%, which approximates the return we would expect on those types of investments. Based on our analysis, we determined that 25...

  • Page 56
    ... charge and leverage ratios and minimum levels of net worth. At December 28, 2003, we were in compliance with these covenants. In March 2000, Papa John's entered into a no-fee interest rate collar ("Collar") with a notional amount of $100.0 million, a 30-day LIBOR rate range of 6.36% (floor) to 9.50...

  • Page 57
    ... Company's insurance programs for workers' compensation, general liability, owned and non-owned automobiles and health insurance coverage provided to our employees are self-insured up to certain individual and aggregate reinsurance levels. Claims in excess of self-insurance levels are fully insured...

  • Page 58
    ... principally workers' compensation, general liability, property and owned and non-owned automobile programs. During 2003, based on updated actuarial valuations, we recorded a $6.3 million increase in existing claim loss reserves at our captive insurance company, as compared to expected claims costs...

  • Page 59
    ...32,233 $ 22,610 Captive insurance claims loss reserves Interest rate swap and collar Deferred compensation plan Minority interest - joint venture Minority interest - variable interest entity (BIBP) Other Total 13. Income Taxes $ $ A summary of the provision for income taxes follows, exclusive of...

  • Page 60
    ... formed, which is a non-profit corporation affiliated with the Marketing Fund. Papa Card, Inc. is responsible for developing and marketing to our customers a gift card ("Papa Card"), and for maintaining the systems and other support infrastructure for the Papa Card program. We advanced certain start...

  • Page 61
    ...-year transactions and year-end balances with franchisees owned by related parties and outstanding amounts due from the Marketing Fund and Papa Card, Inc. (in thousands): 2003 Revenues from affiliates: Commissary sales Other sales Franchise royalties Franchise and development fees Total Other income...

  • Page 62
    ... Papa John's Board of Directors has authorized the repurchase of up to $400 million of common stock under a share repurchase program that began December 9, 1999, and runs through December 26, 2004. Funding for the share repurchase program has been provided through a credit facility, operating cash...

  • Page 63
    ...exercisable. 18. Stock Options We award stock options from time to time under the Papa John's International, Inc. 1999 Team Member Stock Ownership Plan (the "1999 Plan") and the Papa John's International, Inc. 2003 Stock Option Plan for Non-Employee Directors (the "Directors Plan"). Shares of common...

  • Page 64
    18. Stock Options (continued) Pro forma information regarding net income and earnings per share is required by SFAS No. 123, which also requires that the information be determined as if we have accounted for our employee stock options granted subsequent to December 25, 1994 under the fair value ...

  • Page 65
    .... Employee Benefit Plans We have established the Papa John's International, Inc. 401(k) Plan (the "401(k) Plan"), as a defined contribution benefit plan, in accordance with Section 401(k) of the Internal Revenue Code. The 401(k) Plan is open to all employees who meet certain eligibility requirements...

  • Page 66
    ...derive revenues from the sale, principally to Companyowned and franchised restaurants, of printing and promotional items, risk management services, and information systems and related services used in restaurant operations. Generally, we evaluate performance and allocate resources based on profit or...

  • Page 67
    20. Segment Information (continued) Our reportable segments are business units that provide different products or services. Separate management of each segment is required because each business unit is subject to different operational issues and strategies. No single external customer accounted for ...

  • Page 68
    ... in domestic restaurant income is also due to increases in salaries and benefits (across-the-board increase in base pay for general managers and assistant managers and increased staffing due to the field management realignment), increases in general and health insurance costs, and increases in...

  • Page 69
    ... revenues Operating income (1) Income before cumulative effect of a change in accounting principle (1) Net income ...share) for increases in claims loss reserves, as compared to expected claims costs, related to the franchisee insurance program. All quarterly information above is presented in 13-week...

  • Page 70
    ... and equity and certain variable interest entities, and in 2002, Papa John's International, Inc. changed its methods of accounting for goodwill and other intangible assets and stock-based employee compensation. /s/ Ernst & Young LLP Louisville, Kentucky February 23, 2004, except for Note 16, as to...

  • Page 71
    ...our directors, officers and employees. The code of ethics can be found on our web site, which is located at www.papajohns.com. We intend to make all required disclosures concerning any amendments to, or waivers from, our code of ethics on our web site. Item 11. Executive Compensation The information...

  • Page 72
    ...approved by security holders Total (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted average exercise price of outstanding options, warrants and rights 3,363,198 3,363,198 $28.80 $28.80 1,981,966 1,981,966 Other information required by...

  • Page 73
    ...of Incorporation of Papa John's International, Inc. Exhibit 3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 29, 1997, is incorporated herein by reference. Specimen Common Stock Certificate. Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31...

  • Page 74
    ...to the 1993 Stock Option Plan for Non-Employee Directors. Exhibit 10.2 to our report on Form 10-K for the fiscal year ended December 30, 2001 is incorporated herein by reference. 10.12* 1996 Papa John's International, Inc. Executive Option Program. Exhibit 10.26 to our Annual Report on Form 10-K for...

  • Page 75
    10.13* Papa John's International, Inc. 1999 Team Member Stock Ownership Plan Amended and Restated as of October 20, 1999. Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended December 26, 1999 is incorporated herein by reference. 10.14* Papa John's International, Inc. Management ...

  • Page 76
    ... for the Sale and Purchase of the Entire Issued Share Capital of Perfect Pizza Holdings Limited Between Geoffrey Street and Others and Papa John's (UK) Limited and Papa John's International, Inc. dated November 29, 1999. Exhibit 10.24 to our Annual Report on Form 10-K for the fiscal year ended...

  • Page 77
    ... our hiring of 30-year marketing and advertising veteran Gary L. Langstaff as our Chief Marketing Officer. Langstaff will oversee Papa John's creative and brand marketing, field marketing and marketing strategic planning and analysis areas. 5. We filed a report on Form 8-K dated December 12, 2003...

  • Page 78
    ...duly authorized. Date: March 9, 2004 PAPA JOHN'S INTERNATIONAL, INC. By: /s/ John H. Schnatter John H. Schnatter, Founder, Chairman of the Board, Chief Executive Officer, President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by...

  • Page 79
    EXHIBIT INDEX Exhibit Number Description of Exhibit 21 23 31.1 Subsidiaries of the Company. Consent of Ernst & Young LLP. Section 302 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e). Section 302 Certification of Chief Financial Officer Pursuant to Exchange Act ...

  • Page 80
    Schedule II - Valuation and Qualifying Accounts Papa John's International, Inc. and Subsidiaries (In thousands) Classification Fiscal year ended December 28, 2003: Deducted from asset accounts: Reserve for uncollectible accounts Reserve for uncollectible accounts - affiliates Reserve for franchisee...

  • Page 81
    The Exhibits to this Annual Report on Form 10-K are not contained herein. The Company will furnish a copy of any of the Exhibits to a stockholder upon written request to Investor Relations, Papa John's International, Inc., P.O. Box 99900, Louisville, KY 40269-0900.