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UNITED STATES
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 26, 2004 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____________________ to _______________________
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 No.)
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 (229.405 of
this chapter) 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, 2005 there were 16,478,049 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 $359,820,294 based on the last sale price of the Common Stock on March 1, 2005 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 3, 2005.

Table of contents

  • Page 1
    ...incorporation or organization) 61-1203323 (I.R.S. Employer Identification No.) 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...

  • Page 2
    ... About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. Directors and Executive Officers of...

  • Page 3
    ... and each thin crust pizza is served with a packet of special seasonings. In 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...

  • Page 4
    ... 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 in sourcing high-quality in-country or regional suppliers...

  • Page 5
    .... A member of our development team inspects each potential domestic Company-owned restaurant location and substantially all franchised restaurant locations and the surrounding market before a site is approved. Our restaurants are typically located in strip shopping centers or freestanding buildings...

  • Page 6
    ... 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 QC Center...

  • Page 7
    ... Papa John's traditional U.S. restaurants. 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 responsible for the day-to-day...

  • 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
    ... payable to us upon signing the franchise agreement for a specific location. Generally, a franchise agreement is executed when a franchisee secures a location. Our current standard domestic franchise agreement provides for a term of ten years (with one ten-year renewal option) and payment to us of...

  • Page 10
    ... 26, 2004, approximately 49% of domestic franchise restaurants had obtained insurance coverage through Risk Services. See "Note 11" of "Notes to Consolidated Financial Statements" for additional information. Franchise Training and Support. Every franchisee is required to have a principal operator...

  • Page 11
    ... to price, service, location and food quality, and there are many well-established competitors with substantially greater financial and other resources than Papa John's. Competitors include a large number of international, national and regional restaurant chains, as well as local pizza operators...

  • Page 12
    ... is located. Difficulties in obtaining, or the failure to obtain, required licenses or approvals could delay or prevent the opening of a new restaurant in a particular area. Our full-service QC Centers are licensed and subject to regulation by state and local health and fire codes, and the operation...

  • Page 13
    ... 26, 2004, we employed 14,024 persons, of whom approximately 12,161 were restaurant team members, 643 were restaurant management and supervisory personnel, 540 were corporate personnel and 680 were QC Center and support services personnel. Most restaurant team members work part-time and are paid on...

  • Page 14
    ... insurance program, thus eliminating our risk of loss for franchise insurance coverage written after September 2004. The Captive's relatively immature claims history limits the predictive value of estimating the costs of incurred and future claims, thus our operating income is subject to potential...

  • Page 15
    Item 2. Properties As of December 26, 2004, there were 2,829 Papa John's restaurants and 118 franchised Perfect Pizza restaurants system-wide. Company-owned Papa John's Restaurants Number of Restaurants Colorado...Florida...Georgia...Illinois ...Indiana...Kentucky...Maryland...Minnesota...Missouri ...

  • Page 16
    Domestic Franchised Papa John's Restaurants Number of Restaurants Alabama...Arizona ...Arkansas ...California...Colorado ...Connecticut...Delaware...Florida ...Georgia ...Idaho...Illinois...Indiana ...Iowa ...Kansas ...Kentucky...Louisiana ...Maine...Maryland...Massachusetts...Michigan...Minnesota ...

  • Page 17
    International Franchised Papa John's Restaurants Number of Restaurants Alaska ...Bahamas...Bahrain...Canada ...Cayman Islands...China...Costa Rica ...Ecuador...Greece...Hawaii ...South Korea...Mexico ...Oman...Peru...Puerto Rico ...Russia...Saudi Arabia ...Trinidad...Venezuela...United Kingdom......

  • Page 18
    ...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 11 years. In addition, Papa John's UK leases a distribution center located in a 30,000 square foot facility in Staffordshire, England. Item...

  • Page 19
    ..., England), including leadership positions at Burger King Corporation for five years. Mr. Travis is the lead director of the Bombay Company, Inc. William Van Epps has served as Senior Vice President and Chief Operations Officer since 2004, responsible for domestic corporate and franchised restaurant...

  • Page 20
    ...Manager. Mr. Flanery is a licensed Certified Public Accountant. Mike Cortino has served as Senior Vice President of Corporate Operations since May 2000 after having served as Vice President of Operations Support since November 1999. Prior to joining Papa John's, Mr. Cortino served five years as Vice...

  • Page 21
    ... of The NASDAQ Stock Market under the symbol PZZA. As of March 1, 2005, there were approximately 847 record holders of common stock. The following table sets forth for the quarters indicated the high and low closing sales prices of our common stock, as reported by The NASDAQ Stock Market. 2004 First...

  • Page 22
    ...and Item 8, respectively, of this Form 10-K. (In thousands, except per share data) Dec. 26, 2004 Income Statement Data Domestic revenues: Company-owned restaurant sales Variable interest entities restaurant sales (2) Franchise royalties (3) Franchise and development fees Commissary sales Other sales...

  • Page 23
    ... to the general public by Company-owned 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...

  • Page 24
    ... Insurance Services, Ltd. and Risk Services Corp. and our United Kingdom subsidiary, Papa John's UK. We believe that, in addition to supporting both Company and franchised growth, these subsidiaries contribute to product quality and consistency and restaurant profitability throughout the Papa John...

  • Page 25
    ...Consolidated Financial Statements" for additional information. Consolidation of BIBP Commodities Inc. ("BIBP") as a Variable Interest Entity BIBP is a franchisee-owned corporation that conducts a cheese-purchasing program on behalf of domestic Company-owned and franchised restaurants. As required by...

  • Page 26
    ... to prior periods, of which $1.6 million (or $0.06 per share, after tax) was applicable to years prior to 2004. This accounting adjustment does not affect the Company's historical or future cash flows or the timing or amounts of rental payments. Additionally, this correction is not material to prior...

  • Page 27
    ... for the years indicated. Year Ended Dec. 28, Dec. 29, 2003 2002 Dec. 26, 2004 Income Statement Data: Domestic revenues: Company-owned restaurant sales Variable interest entities restaurant sales Franchise royalties Franchise and development fees Commissary sales Other sales International revenues...

  • Page 28
    ...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 29
    ... to Consolidated Financial Statements." Includes only Company-owned restaurants open throughout the periods being compared. Represents Perfect Pizza restaurants converted to Papa John's restaurants. 2004 Compared to 2003 Variable Interest Entities As required by FIN 46, our 2004 operating results...

  • Page 30
    ... disposition charge (none of significance in 2004). The 2003 results included a loss of $6.3 million from the franchise insurance program while the loss in 2004 was $1.1 million. Net interest expense declined $1.6 million in 2004 due in part to the $625,000 benefit recorded pursuant to SFAS No. 150...

  • Page 31
    ... with insurance-related services provided to franchisees and the promotional item sales associated with our March 2004 NCAA basketball national promotion. International revenues primarily consist of the Papa John's United Kingdom (U.K.) operations, denominated in British Pounds Sterling and...

  • Page 32
    ... franchise insurance program compared to a $1.1 million increase for 2004. The loss from the franchise cheese-purchasing program, net of minority interest, was $16.6 million in 2004. This line item represents the portion of BIBP operating margin losses from purchasing cheese at the spot market price...

  • Page 33
    ... losses for other assets, a $1.0 million contribution to the Papa John's Marketing Fund to assist the system with costs incurred for national advertising and a $500,000 sales incentive program offered to our franchisees. The 2003 expenses were partially offset by $2.0 million of income derived from...

  • Page 34
    ... franchise captive insurance program. Diluted earnings per share before cumulative effect of a change in accounting principle were $1.88 in 2003 compared to $2.31 in 2002. The Company's share repurchase activity increased earnings per share by approximately $0.11 in 2003. Review of Operating Results...

  • Page 35
    ... fixed salaries 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...

  • Page 36
    ..., increased accounts receivable due to an extension of the timing of collections of certain items (such as systems hardware and DVD's) from franchisees, and increased inventory levels due to a change in payment terms with a significant supplier and generally higher commodity costs (primarily cheese...

  • Page 37
    ... which will be available for QC Centers, Support Services and corporate requirements. During 2005, we plan to open four new domestic Company-owned restaurants. As of December 26, 2004, we had loans to franchisees of $6.8 million, net of allowance for doubtful accounts of $1.3 million. We do not have...

  • Page 38
    ... VIEs. The third-party creditors and landlords do not have any recourse to Papa John's. 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...

  • Page 39
    ... 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 existing restaurants profitably; increases in food, labor, utilities, fuel, employee benefits, insurance and similar costs; the...

  • Page 40
    ..., the price paid by the domestic Company-owned and franchised restaurants may be less than or greater than the prevailing average market price. As a result of the adoption of FIN 46, Papa John's began consolidating the operating results of BIBP in 2004. Consolidation accounting requires the portion...

  • Page 41
    Item 8. Financial Statements and Supplementary Data Papa John's International, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share amounts) December 26, 2004 Domestic revenues: Company-owned restaurant sales Variable interest entities restaurant sales Franchise ...

  • Page 42
    ...no shares issued) Common stock ($.01 par value per share; authorized 50,000,000 shares, issued 32,483,243 in 2004 and 31,716,105 in 2003) Additional paid-in capital Accumulated other comprehensive loss Retained earnings Treasury stock (15,753,410 shares in 2004 and 13,603,587 shares in 2003, at cost...

  • Page 43
    Papa John's International, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity Common Stock Shares Outstanding 22,147 Additional Paid-In Capital $ 201,797 Accumulated Other Comprehensive Retained Income (Loss) Earnings $ (2,934) $ 213,561 46,797 Total Treasury Stockholders' Stock ...

  • Page 44
    ... 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 Income and other taxes Accrued expenses Unearned franchise and...

  • Page 45
    ... products 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, and information systems and related...

  • Page 46
    ..., based upon quoted market prices. Accounts Receivable Substantially all accounts receivable are due from franchisees for purchases of food, paper products, restaurant equipment, printing and promotional items, risk management services, information systems and related services, and for royalties...

  • Page 47
    ..., including the first renewal period (generally five to ten years). Depreciation expense was $29.1 million in 2004, $30.3 million in 2003 and $31.4 million in 2002. Leases and Leasehold Improvements We account for leases in accordance with Statement of Financial Accounting Standards (SFAS) No. 13...

  • Page 48
    ... activities such as mail coupons, door hangers and promotional items and contributions to the Papa John's Marketing Fund, Inc. (the "Marketing Fund") and local market cooperative advertising funds ("Co-op Funds"). Contributions by domestic Company-owned and franchised restaurants to the Marketing...

  • Page 49
    ... to all stock options issued after the effective date. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123(R), Share-Based Payment, which is a revision of FASB Statement No. 123. We expect to continue using the Black-Scholes option pricing model upon the required...

  • Page 50
    ... 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) 2004...

  • Page 51
    ... to purchase common stock with an exercise price greater than the average market price were not included in the computation of the dilutive effect of common stock options because the effect would have been antidilutive. The number of antidilutive options was 773,000 in 2004, 2.2 million in 2003...

  • Page 52
    ... entities ("VIEs") and determining when a company should include the assets, liabilities, noncontrolling interests and results of activities of a VIE in its consolidated financial statements. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal...

  • Page 53
    ... 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 54
    ... million and the elimination of the $3.6 million net loan balance receivable. The consolidation of these four franchise entities had no significant impact on Papa John's operating results for fiscal 2004. The impact on future operating income from the consolidation of these entities is not expected...

  • Page 55
    ... of VIEs Goodwill written off related to sale or closure of restaurants Balance as of December 26, 2004 $ $ $ $ $ $ $ The $2.8 million addition of goodwill during 2004 resulted from the consolidation of four franchise entities as required by FIN 46 (see Note 4). 7. Restaurant Closure...

  • Page 56
    ..., and deteriorating economic conditions in these markets. During our review of potentially impaired restaurants, we considered several indicators, including restaurant profitability, annual comparable sales, operating trends, and actual operating results at a market level. In accordance with SFAS No...

  • Page 57
    ... affirmative and negative covenants, including financial covenants requiring the maintenance of specified fixed charge and leverage ratios and minimum levels of net worth. At December 26, 2004, we were in compliance with these covenants. In March 2000, Papa John's entered into a no-fee interest...

  • Page 58
    ...other expenses section in the accompanying consolidated statements of income. Effective October 2004, a third-party commercial insurance company began providing fully-insured coverage to franchisees participating in the franchise insurance program. Accordingly, this new agreement eliminates our risk...

  • Page 59
    ...(continued) We are a party to stand-by letters of credit with off-balance sheet risk associated with our insurance programs and with RSC. The total amount committed under letters of credit for these programs was $30.0 million at December 26, 2004. 12. Accrued Expenses Accrued expenses consist of the...

  • Page 60
    14. Income Taxes A summary of the provision (benefit) for income taxes, exclusive of the tax effect related to the cumulative effect of accounting change, follows (in thousands): 2004 2003 2002 Current: Federal $ 27,126 $ 16,941 $ 25,442 Foreign 174 61 460 State and local 2,912 2,346 3,195 Deferred ...

  • Page 61
    ... a summary of full-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): 2004 Revenues from affiliates: Commissary sales Other sales Franchise royalties Franchise and development fees...

  • Page 62
    ...% were paid by the CEO). Additionally, the Company charged the CEO $11,410 in 2004 and 2003 related to approximately 800 square feet of Company office space utilized by these employees (none in 2002). During 2003, a franchise entity that is owned by three executive officers of Papa John's purchased...

  • Page 63
    ..., operating cash flow, stock option exercises and the liquidation of available investments, cash and cash equivalents. Through December 26, 2004, a total of 15.7 million shares with an aggregate cost of $420.5 million and an average price of $26.76 per share have been repurchased under this program...

  • Page 64
    ...exercisable. 19. 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 65
    ... of Exercise Prices Outstanding options: $13.78 - 19.99 20.00 - 29.99 30.00 - 44.00 Number of Options 68 1,253 1,094 2,415 68 1,197 1,093 2,358 Total Exercisable options: $13.78 - 19.99 20.00 - 29.99 30.00 - 44.00 Total 20. Employee Benefit Plans We have established the Papa John's International...

  • Page 66
    ... determining reportable segments consist of operations that derive revenues from the sale, principally to Company-owned and franchised restaurants, of printing and promotional items, risk management services, and information systems and related services used in restaurant operations. Generally, we...

  • Page 67
    ... of a change in accounting principle: Domestic Company-owned restaurants (2) (3) Domestic commissaries (4) Domestic franchising International Variable interest entities (1) All others (5) Unallocated corporate expenses (2) (6) Elimination of intersegment losses (profits) Total income before income...

  • Page 68
    ... in 2003 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 advertising and related...

  • Page 69
    ... impairment and disposition losses and an additional $1.7 million ($1.1 million after tax or $0.06 per 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 periods. 68

  • Page 70
    ... over financial reporting at Papa John's International, Inc. and its subsidiaries, a system designed to provide reasonable assurance regarding the preparation of reliable published financial statements. This system is augmented by written policies and procedures and the selection and training of...

  • Page 71
    ..., and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 26, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to...

  • Page 72
    ... regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems...

  • Page 73
    ... regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the...

  • Page 74
    ...fiscal year covered by this Report which includes the required information. Such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table provides information as of December 26, 2004 regarding the number of shares of...

  • Page 75
    ... end of the fiscal year covered by this Report which includes the required information. Such information is incorporated herein by reference. PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements: The following consolidated financial statements, notes related thereto...

  • Page 76
    ... and National City Bank, as Rights Agent. Exhibit 10.2 to our report on Form 10-K for the fiscal year ended December 29, 2002 is incorporated herein by reference. Consulting Agreement dated March 29, 1991, between Papa John's and Richard F. Sherman. Exhibit 10.4 to our Registration Statement on Form...

  • Page 77
    ... 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. 10.15* 1996 Papa John's International, Inc. Executive Option Program. Exhibit 10.26 to our Annual Report on Form 10...

  • Page 78
    ...99.1 _____ *Compensatory plan required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K. (b) Exhibits The response to this portion of Item 15 is submitted as a separate section of this report. (c) Financial Statement Schedules The response to this portion of Item 15 is submitted as...

  • Page 79
    .... Date: March 9, 2005 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 the following...

  • Page 80
    .... Marketing Assistance Agreement between Papa John's International, Inc. and PJ United, Inc. 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...

  • Page 81
    ... Papa John's International, Inc. and Subsidiaries (In thousands) Charged to (recovered from) Costs and Expenses Classification Fiscal year ended December 26, 2004: Deducted from asset accounts: Reserve for uncollectible accounts receivable Reserve for uncollectible accounts receivable - affiliates...

  • Page 82
    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.