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2012
PAPA JOHN’S INTERNATIONAL
2012 ANNUAL REPORT
2012

Table of contents

  • Page 1
    2012 PAPA JOHN'S INTERNATIONAL 2012 ANNUAL REPORT

  • Page 2
    ... scheduled to open over the next six years, the future of the Papa John's brand is bright throughout the world. My optimism around our global growth also is based on the solid year our international business delivered in 2012 with strong comp sales and a 21.7% increase in system sales over 2011. And...

  • Page 3
    ... those who can help us tell our "Better Ingredients. Better Pizza." story to wider audiences around the world. In 2012, we completed the third year of our three-year sponsorship with the NFL, with Papa John's the Official Pizza of the NFL and the Super Bowl, and extended the agreement for the long...

  • Page 4
    ... or organization) 61-1203323 (I.R.S. Employer Identification No.) 2002 Papa Johns Boulevard Louisville, Kentucky (Address of principal executive offices) 40299-2367 (Zip Code) (502) 261-7272 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12...

  • Page 5
    ... closing sale price on The NASDAQ Stock Market as of the last business day of the Registrant's most recently completed second fiscal quarter, June 24, 2012, was approximately $830,924,589. As of February 24, 2013, there were 22,467,123 shares of the Registrant's Common Stock outstanding. DOCUMENTS...

  • Page 6
    ... Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements...

  • Page 7
    ...'s directors, officers and employees. Printed copies of such documents are also available free of charge upon written request to Investor Relations, Papa John's International, Inc., P.O. Box 99900, Louisville, KY 40269-0900. You may read and copy any materials filed with the SEC at the SEC's Public...

  • Page 8
    ... strategy includes national advertising via television, print, direct mail, digital and social media channels. Our online and digital marketing activities have increased significantly over the past several years in response to increasing consumer use of online and mobile web technology. Our local...

  • Page 9
    locations. 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. Unit Sales and Investment Costs We are committed to maintaining strong unit economics. ...

  • Page 10
    ...959 international restaurants open as of December 30, 2012, 48 or 5% were Company-owned (located in Beijing and North China). We plan to continue to grow our international units during the next several years, most of which will be franchised. QC Center System and Supply Chain Management Our domestic...

  • Page 11
    ... Point-of-Sale Technology"). In addition, we provide database tools, templates and training that allow operators to set their own local email marketing, text messaging and social media. Our proprietary digital ordering platform allows customers to order online. Our platform includes "plan ahead...

  • Page 12
    ... are responsible for overseeing an average of seven Company-owned restaurants. Additional levels of operations senior management and corporate staff also support the field teams in many areas, including but not limited to quality assurance, food safety, training, marketing and technology. We seek to...

  • Page 13
    ...We enter into development agreements with our franchisees in North America for the opening of a specified number of restaurants within a defined period of time and specified geographic area. Substantially all existing franchise agreements have an initial 10year term with a 10-year renewal option. We...

  • Page 14
    ...the United States and Canada. In international markets, we have either a development agreement or a master franchise agreement with a franchisee for the opening of a specified number of restaurants within a defined period of time and specified geographic area. Under a master franchise agreement, the...

  • Page 15
    ... senior management and corporate staff also support the international field teams in many areas, including but not limited to food safety, quality assurance, training, marketing and technology. Franchise Operations. All franchisees are required to operate their Papa John's restaurants in compliance...

  • Page 16
    ...," menu labeling, or other current or proposed regulations and increases in minimum wage rates affect Papa John's as well as others within the restaurant industry. As we expand internationally, we are subject to applicable laws in each jurisdiction where franchised units are established. Trademarks...

  • Page 17
    ..., number and location of competing restaurants, and changes in pricing or other marketing initiatives or promotional strategies, including new product and concept developments, by one or more of our major competitors can have a rapid and adverse impact on our sales and earnings and our system-wide...

  • Page 18
    ... commodity or operating costs, including but not limited to employee compensation and benefits or insurance costs, could slow the rate of new store openings or increase the number of store closings. Our business is susceptible to adverse changes in local, national and global economic conditions...

  • Page 19
    ... mandates, including menu labeling requirements, could increase costs and be harmful to system-wide restaurant sales. U.S. health care reform law enacted in 2010 requires employers such as us to provide health insurance for all qualifying employees or pay penalties for not providing coverage. We are...

  • Page 20
    ...harm our commissary business. Although our domestic franchisees currently purchase substantially all food products from our QC Centers, they are only required to purchase tomato sauce, dough and other items we may designate as proprietary or integral to our system from our QC Centers. Any changes in...

  • Page 21
    ... our digital ordering business. We are subject to a number of privacy and data protection laws and regulations. Our business requires the collection and retention of large volumes of internal and customer data, including credit card data and other personally identifiable information of our employees...

  • Page 22
    ...our results of operations. Item 1B. Unresolved Staff Comments None. Item 2. Properties As of December 30, 2012, there were 4,163 Papa John's restaurants system-wide. The following tables provide the locations of our restaurants. We define "North America" as the United States and Canada and "domestic...

  • Page 23
    ...Papa John's Restaurants...Canada...Total North America Papa John's Restaurants...International Restaurants: Azerbaijan...Bahrain...Cayman Islands...Chile...China... 180 16 14 9 10 13 13 10 1 29 44 6 25 3 19 57 2 Company 83 6 29 78 26 648 648 Franchised 22 2 87 17 127 77 5 152 28 16 94 5 54 10 76 159 33...

  • Page 24
    ..., our corporate headquarters and our printing operations are located in Louisville, KY in buildings owned by us. Internationally, we own a full-service QC Center in the United Kingdom and lease office space near London. We also lease our QC Centers and office space in Beijing, China and Mexico City...

  • Page 25
    ... for company-owned restaurants and franchised units in the continental United States, Canada, Alaska and Hawaii, and he assumed additional responsibility for Latin American operations in July 2012. Mr. Ritchie has served in various capacities of increasing responsibility since joining Papa John's in...

  • Page 26
    ...to 2003. Prior to joining Papa John's, Mr. Sterrett spent eleven years with Dominos both as an employee and a franchisee. Tony Thompson was appointed Chief Operating Officer in July 2012, after previously serving as Executive Vice President, Global Operations since July 2011. Mr. Thompson has served...

  • Page 27
    ...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. 2012 First Quarter Second Quarter Third Quarter Fourth Quarter 2011 First Quarter Second Quarter Third Quarter Fourth Quarter High $ 40.43 49...

  • Page 28
    ...through a Rule 10b5-1 trading plan or otherwise. In May 2012, 13,000 shares of the Company's common stock were acquired from employees to satisfy minimum tax withholding obligations that arose upon (i) vesting of restricted stock granted pursuant to approved plans, and (ii) distribution of shares of...

  • Page 29
    ... Stock Market (U.S.) Index and a group of the Company's peers consisting of U.S. companies listed on NASDAQ with standard industry classification (SIC) codes 5800-5899 (eating and drinking places). Relative performance is compared for the five-year period extending through the end of fiscal 2012...

  • Page 30
    ...) 52 weeks $ 503,818 62,083 912 417,689 54,045 $ Dec. 28, 2008 Income Statement Data North America revenues: Domestic Company-owned restaurant sales Franchise royalties (2) Franchise and development fees Domestic commissary sales Other sales International revenues: Royalties and franchise and...

  • Page 31
    ...and development rights, sales to franchisees of food and paper products, printing and promotional items, risk management services, and information systems and related services used in their operations. New unit openings in 2012 were 368 as compared to 321 in 2011 and 325 in 2010 and unit closings in...

  • Page 32
    ... generally accepted in the United States. The preparation of consolidated financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the consolidated financial statements. The Company...

  • Page 33
    ... our PJUK reporting unit will continue to improve its operating results through ongoing growth initiatives, by increasing Papa John's brand awareness in the United Kingdom, improving sales and profitability for individual franchised restaurants and increasing PJUK franchised net unit openings over...

  • Page 34
    ... of operations. Year Ended Dec. 25, 2011 (As Restated) $ $ $ 1,217,882 1,217,882 84,791 84,791 (In thousands, except per share amounts) Dec. 30, 2012 Dec. 26, 2010 (As Restated) $ $ $ 1,126,397 1,126,397 83,310 (6,804) 76,506 Total revenues, as reported 53rd week of operations (a) Total revenues...

  • Page 35
    ...the supplier marketing payment evenly as income over the five-year term of the agreement ($1.0 million per year). The Company then contributed the supplier marketing payment to the Papa John's Marketing Fund ("PJMF"), an unconsolidated, non-profit corporation, for the benefit of domestic restaurants...

  • Page 36
    ... believes presenting the financial information without these items is important for purposes of comparison to prior year results. In addition, management uses these non-GAAP measures to allocate resources, and analyze trends and underlying operating performance. Annual cash bonuses, and certain...

  • Page 37
    ...30, 2012 Income Statement Data: North America revenues: Domestic Company-owned restaurant sales Franchise royalties Franchise and development fees Domestic commissary sales Other sales International revenues: Royalties and franchise and development fees Restaurant and commissary sales Total revenues...

  • Page 38
    ...of period North America franchised: Beginning of period Opened Closed Acquired from Company Sold to Company End of period International franchised: Beginning of period Opened Closed Acquired from Company Sold to Company End of period Total Papa John's restaurants - end of period 53 weeks 52 weeks 52...

  • Page 39
    ...markets from a franchisee in the second quarter of 2012, and $10.6 million, or 2.0%, benefit from the 53rd week of operations. North America franchise royalty revenues increased approximately $5.9 million, or 8.0%, in 2012, due to an increase in comparable sales of 2.9%, an increase in net franchise...

  • Page 40
    ...sales. North America Franchising Segment. North America franchising income before income taxes increased approximately $3.1 million in 2012, including approximately $1.4 million related to the 53rd week of operations in 2012. The remaining increase was due to the previously mentioned royalty revenue...

  • Page 41
    ... in weighted average shares outstanding (5.7% reduction). Review of Consolidated Operating Results Revenues. Domestic Company-owned restaurant sales were $592.2 million for 2012 compared to $525.8 million for 2011. The 12.6% increase was primarily due to a 5.6% increase in comparable sales and the...

  • Page 42
    ... week of operations. North America franchise sales increased 7.9% to $1.85 billion, from $1.71 billion in 2011, as domestic franchise comparable sales increased 2.9% and equivalent units increased 3.6%. "Equivalent units" represents the number of restaurants open at the beginning of a given period...

  • Page 43
    ...percentage of sales in 2012 due to lower commodity costs, primarily cheese; 2012 also included various supplier incentives. Salaries and benefits were 0.5% higher as a percentage of sales in 2012, primarily due to higher bonuses paid to general managers. Advertising and related costs as a percentage...

  • Page 44
    ... to $9.8 million in 2011 as detailed below (in thousands): 2012 Supplier marketing payment (a) Franchise and development incentives and initiatives (b) Provision for uncollectible accounts and notes receivable Disposition and impairment losses (c) Pre-opening restaurant costs Perfect Pizza lease...

  • Page 45
    ... an operating segment basis (in thousands): Increase 2011 2010 (Decrease) (As Restated) (As Restated) Domestic Company-owned restaurants Domestic commissaries * North America franchising International All others Unallocated corporate expenses Elimination of intersegment profits Income before income...

  • Page 46
    ... and promotions subsidiary, Preferred Marketing Solutions ("Preferred"). The decline in the operating results of our eCommerce business was primarily due to an increase in infrastructure and support costs attributable to the new online ordering system. Additionally, online revenues decreased in 2011...

  • Page 47
    ... driving comparable sales, transactions and online sales. (d) The Perfect Pizza lease obligation relates to rents, taxes and insurance associated with the former Perfect Pizza operations in the United Kingdom. (e) The increase in other expense (income) is primarily due to increases in our online...

  • Page 48
    ... 2010). Diluted weighted average shares outstanding decreased 4.4% in 2011 from the prior year period. Diluted earnings per share increased $0.09 due to the reduction in shares outstanding. Review of Consolidated Operating Results Revenues. Domestic Company-owned restaurant sales were $525.8 million...

  • Page 49
    ... cheese, wheat and meats. Salaries and benefits were 0.4% lower as a percentage of sales in 2011 compared to 2010, reflecting the benefit of increased sales. Advertising and related costs as a percentage of sales were relatively flat year-over-year. Occupancy costs and other operating costs...

  • Page 50
    ... the benefit of increased sales. Other operating expenses were 0.3% higher as a percentage of revenues in 2011, as compared to 2010, primarily due to an increase in distribution costs from increased fuel prices. ï,· ï,· We recorded income before income taxes from the franchise cheese-purchasing...

  • Page 51
    ... with the finalization of certain income tax issues in 2011 and 2010, respectively. Liquidity and Capital Resources Our long-term debt is comprised entirely of the outstanding balance under our revolving line of credit. The balance was $88.3 million as of December 30, 2012 and $51.5 million as of...

  • Page 52
    ... to higher net income and favorable working capital changes, including deferred income taxes. The Company's free cash flow for the last three years was as follows (in thousands): Year Ended Dec. 25, 2011 $ 101,008 (29,319) $ 71,689 $ Dec. 30, 2012 Net cash provided by operating activities Gain from...

  • Page 53
    ...2013. The outstanding principal balance under our revolving line of credit was $88.3 million in 2012, $51.5 million in 2011, and $99.0 million in 2010. The increase in 2012 was due to increased share repurchases. Contractual obligations and payments as of December 30, 2012 due by year are as follows...

  • Page 54
    ... The off-balance sheet arrangements that are reasonably likely to have a current or future effect on the Company's financial condition are operating leases of Company-owned restaurant sites, QC Centers, office space and transportation equipment. We guarantee leases for certain Papa John's domestic...

  • Page 55
    ... meeting planned sales targets and new store growth for our international operations; increased employee compensation, benefits, insurance, regulatory compliance and similar costs, including increased costs resulting from federal health care legislation; the credit performance of our franchise loan...

  • Page 56
    ...the agreement. Consolidation accounting requires the portion of BIBP operating income (loss) related to domestic Company-owned restaurants to be reflected as a reduction (increase) in the "Domestic Company -owned restaurant expenses - cost of sales" line item, thus reflecting the actual market price...

  • Page 57
    ...in 2012, 2011 and 2010 and the average BIBP block price by quarter for 2010 (not applicable in 2011 and 2012). Also presented is the projected full-year 2013 average block price (based on the February 24, 2013 Chicago Mercantile Exchange cheese futures prices for 2013): 2013 Projected Market Quarter...

  • Page 58
    ... balance sheets of Papa John's International, Inc. and Subsidiaries as of December 30, 2012 and December 25, 2011, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 30, 2012...

  • Page 59
    ... of the Public Accounting Oversight Board (United States), the consolidated balance sheets of Papa John's International, Inc. and Subsidiaries as of December 30, 2012 and December 25, 2011, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash...

  • Page 60
    Papa John's International, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share amounts) December 30, 2012 North America revenues: Domestic Company-owned restaurant sales Franchise royalties Franchise and development fees Domestic commissary sales Other sales ...

  • Page 61
    Papa John's International, Inc. and S ubsidiaries Consolidated S tatements of Comprehensive Income (In thousands) December 30, 2012 Net income, including redeemable noncontrolling interests Other comprehensive income (loss), before tax: Foreign currency translation adjustments Interest rate swaps ...

  • Page 62
    Papa John's International, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except per share amounts) Years Ended December 30, December 25, 2012 2011 (As Restated) Assets Current assets: Cash and cash equivalents Accounts receivable (less allowance for doubtful accounts of $3,057 ...

  • Page 63
    Papa John's International, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity Common Accumulated Stock Additional Other Total Shares Common Paid-In Comprehensive Retained Treasury Stockholders' Outstanding Stock Capital Income (Loss) Earnings Stock Equity 26,930 $ 358 $ 231,720 $ ...

  • Page 64
    ...) on line of credit facility Excess tax benefit on equity awards Tax payments for restricted stock issuances Proceeds from exercise of stock options Acquisition of Company common stock Net proceeds from issuance of redeemable noncontrolling interests Distributions to redeemable noncontrolling...

  • Page 65
    ... food and beverage 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, printing and promotional items, risk management services, and information systems and related services...

  • Page 66
    ...comprised of food, promotional items and supplies sold to franchised restaurants located in the United States and are recognized as revenue upon shipment of the related products to the franchisees. Information services, including software maintenance fees, help desk fees and online ordering fees are...

  • Page 67
    ...rates of return market participants would require to invest their capital in the PJUK reporting unit. We believe our PJUK reporting unit will continue to improve its operating results through ongoing growth initiatives, by increasing Papa John's brand awareness in the United Kingdom, improving sales...

  • Page 68
    ... of certain income tax issues in 2012, 2011 and 2010, respectively. See Note 15 for additional information. Advertising and Related Costs Advertising and related costs include the costs of domestic Company-owned local restaurant activities such as mail coupons, door hangers and promotional items and...

  • Page 69
    ...Significant Accounting Policies (continued) Foreign Currency Translation The local currency is the functional currency for our foreign subsidiaries located in the United Kingdom, Mexico and China. Earnings and losses are translated into U.S. dollars using monthly average exchange rates, while assets...

  • Page 70
    ... the years ended December 30, 2012, December 25, 2011 and December 26, 2010 are as follows (in thousands, except per share data): 2012 Basic earnings per common share: Net income, net of redeemable noncontrolling interests Weighted average shares outstanding Basic earnings per common share Earnings...

  • Page 71
    ... to the current year presentation, which also had no effect on current or previously reported net income. Subsequent Events The Company evaluated subsequent events through the date the financial statements were issued and filed. See Note 9 for information regarding our interest rate swap amendment...

  • Page 72
    ..., 2011 As Previously Reported Adjustments As Restated Consolidated balance sheet Noncurrent deferred income tax liabilities Other long-term liabilities Redeemable noncontrolling interests Retained earnings Noncontrolling interests in subsidiaries Total stockholders' equity Consolidated statement of...

  • Page 73
    3. Restatement of Previously Issued Financial Statements (continued) December 26, 2010 As Previously Reported Adjustments As Restated Consolidated balance sheet Noncurrent deferred income tax liabilities (assets) Other long-term liabilities Redeemable noncontrolling interests Retained earnings ...

  • Page 74
    ...% 75 52 Texas Maryland and Virginia 51% 70% 49% 30% The income before income tax attributable to these joint ventures for the last three years was as follows (in thousands): Year Ended 2011 $ 6,184 3,732 $ 9,916 $ $ 2012 Papa John's International, Inc. Redeemable noncontrolling interests Total...

  • Page 75
    ... independent, franchisee-owned corporation. BIBP purchased cheese at the market price and sold it to our distribution subsidiary, PJ Food Service, Inc. ("PJFS"), at a fixed price. PJFS in turn sold cheese to Papa John's restaurants (both Company -owned and franchised) at a set price. PJFS purchased...

  • Page 76
    ... for deduction over 15 years under the U.S. tax regulations. On July 23, 2012, Papa John's and a third party formed a limited liability company (PJ Minnesota, LLC) to operate the previously acquired Minneapolis restaurants. The Company's equity (80% ownership) in the operations was funded by the...

  • Page 77
    ...Minneapolis markets and one restaurant in another market. For fiscal 2012 and 2011, as permitted by ASU 2011-08, we performed a qualitative analysis for our domestic Company-owned restaurants and our China reporting unit. For our PJUK reporting unit, which is included in the international reporting...

  • Page 78
    ... 2010 (none in 2011). As a part of the agreements to sell the restaurants, we received notes totaling $160,000 in 2012 and $1.4 million in 2010. 9. Debt and Credit Arrangements Our long-term debt is comprised entirely of the outstanding balance under our revolving line of credit. The balance was $88...

  • Page 79
    ... provide information on the location and amounts of our swaps in the accompanying consolidated financial statements (in thousands): Fair Values of Derivative Instruments Derivatives designated as hedging instruments: Liability Derivatives Fair Value Balance Sheet Location Dec. 30, 2012 Interest rate...

  • Page 80
    ... expense Interest expense Interest expense $ $ $ 65 (25) The weighted average interest rates for the credit facilities, including the impact of the previously mentioned swap agreements, were 1.3%, 1.9% and 5.2% in fiscal 2012, 2011 and 2010, respectively. Interest paid, including payments made or...

  • Page 81
    ... Balance as of December 30, 2012 $ $ 9,951 (35) (4,011) 5,905 280 (1,157) 5,028 12. Insurance Reserves Our insurance programs for workers' compensation, general liability, owned and non-owned automobiles, property, and health insurance coverage provided to our employees are funded by the Company...

  • Page 82
    ... redeemable noncontrolling interests Insurance reserves Other Total $ 12,775 11,837 10,771 5,291 40,674 $ 2011 (As Restated) $ 10,793 11,065 10,063 4,755 $ 36,676 15. Income Taxes A summary of the provision for income taxes follows (in thousands): 2012 Current: Federal Foreign State and local...

  • Page 83
    15. Income Taxes (continued) Significant deferred tax assets (liabilities) follow (in thousands): 2012 Accrued liabilities Accrued bonuses Other assets and liabilities Stock options Other Foreign net operating losses Valuation allowance on foreign net operating losses and foreign deferred tax assets...

  • Page 84
    ... files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company, with few exceptions, is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2008. The Company is currently...

  • Page 85
    ...offers customers the opportunity to earn points through the Papa Rewards® program. The points can be redeemed at Papa John's restaurants. For certain national promotions, PJMF reimburses domestic restaurants for the costs associated with the redeemed points (i.e., primarily food costs). During 2012...

  • Page 86
    ... advice of legal counsel and other information and events pertaining to a particular case. Agne v. Papa John's International, Inc. et al. is a class action filed on May 28, 2010 in the United States District Court for the Western District of Washington seeking damages for violations of the Telephone...

  • Page 87
    ... and investment and related interest income and expense are eliminated in the consolidated financial statements resulting in the Company's net investment cost being reported in net property and equipment. 18. Share Repurchase Program The Company's Board of Directors has authorized the repurchase...

  • Page 88
    ...million shares transferred from the Papa John's International, Inc. 2008 Omnibus Incentive Plan. Option awards are granted with an exercise price equal to the market price of the Company's stock at the date of grant. Options outstanding as of December 30, 2012 generally expire five or ten years from...

  • Page 89
    ...of the restricted stock is based on the market price of the Company's shares on the grant date. These awards cliff-vest at the end of three years based upon the Company's achievement of a compounded annual growth rate of earnings per share and the achievement of certain sales and unit growth metrics...

  • Page 90
    ..., 2012 Shares 270 171 (123) (34) 284 160 (78) (116) 250 133 (37) (78) 268 20. 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...

  • Page 91
    ... 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, including our online and other technologybased ordering platforms. Generally...

  • Page 92
    ...segment information is as follows: (In thousands) 2012 2011 (As Restated) 2010 (As Restated) Revenues from external customers: Domestic Company-owned restaurants Domestic commissaries North America franchising International All others Total revenues from external customers Intersegment revenues...

  • Page 93
    ... Data Our quarterly select financial data is as follows: Quarter 2012 1st 2nd 3rd 4th (As Restated) (As Restated) (As Restated) Total revenues (a) Operating income (a) Net income Basic earnings per common share Earnings per common share - assuming dilution $ 331,276 27,256 16,981 $ 0.71 $ 0.69...

  • Page 94
    ... and 4 for additional information. As of and For The Three Months Ended March 25, 2012 As Previously Reported As Restated Condensed consolidated balance sheet Noncurrent deferred income tax liabilities $ 7,264 $ Other long-term liabilities 23,795 Redeemable noncontrolling interests Retained earnings...

  • Page 95
    ... Thousands, except Per Share Data (continued) As of and For The Three Months Ended June 24, 2012 As Previously Reported As Restated Condensed consolidated balance sheet Noncurrent deferred income tax liabilities $ 9,648 Other long-term liabilities 23,638 Redeemable noncontrolling interests Retained...

  • Page 96
    ..., except Per Share Data (continued) As of and For The Three Months Ended September 23, 2012 As Previously Reported As Restated Condensed consolidated balance sheet Noncurrent deferred income tax liabilities $ 10,508 Other long-term liabilities 24,611 Redeemable noncontrolling interests Retained...

  • Page 97
    ..., except Per Share Data (continued) As of and For The Three Months Ended March 27, 2011 As Previously As Restated Reported Condensed consolidated balance sheet Noncurrent deferred income tax liabilities (assets) $ 1,138 Other long-term liabilities 12,219 Redeemable noncontrolling interests Retained...

  • Page 98
    ... Thousands, except Per Share Data (continued) As of and For The Three Months Ended June 26, 2011 As Previously As Restated Reported Condensed consolidated balance sheet Noncurrent deferred income tax liabilities $ 3,485 Other long-term liabilities 12,478 Redeemable noncontrolling interests Retained...

  • Page 99
    ..., except Per Share Data (continued) As of and For The Three Months Ended September 25, 2011 As Previously As Reported Restated Condensed consolidated balance sheet Noncurrent deferred income tax liabilities $ 7,110 Other long-term liabilities 11,542 Redeemable noncontrolling interests Retained...

  • Page 100
    ... procedures designed to ensure proper accounting for any future non-routine contractual changes or amendments to existing joint venture agreements. The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management...

  • Page 101
    ... from the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report. We have adopted a written code of ethics that applies to our directors, officers and employees. We intend...

  • Page 102
    ... by reference from the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report. Item 14. Principal Accounting Fees and Services Information regarding principal accounting fees...

  • Page 103
    ... is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. (a)(3) Exhibits: The exhibits listed in the accompanying index to Exhibits are filed as part of this...

  • Page 104
    ... duly authorized. Date: February 28, 2013 By: PAPA JOHN'S INTERNATIONAL, INC. /s/ John H. Schnatter John H. Schnatter Founder, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on...

  • Page 105
    ... Statement on Form S-8 (Registration No. 333-150762) dated May 5, 2008 is incorporated herein by reference. Papa John's International, Inc. 2011 Omnibus Incentive Plan. Exhibit 4.1 to our report on Form 8-K as filed on May 3, 2011 is incorporated herein by reference. Agreement for Service...

  • Page 106
    ...Exhibit 10.1 to our report on Form 8-K as filed on September 9, 2010 is incorporated by reference. First Amendment to Credit Agreement by and among Papa John's International, Inc. the Guarantors party thereto, RSC Insurance Services, Ltd., a Bermuda company, PNC Bank, National Association, as a Bank...

  • Page 107
    ... from the Annual Report on Form 10-K of Papa John's International, Inc. for the year ended December 30, 2012, filed on February 28, 2013, formatted in XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv...

  • Page 108
    ... Headquarters 2002 Papa John's Boulevard Louisville, Kentucky 40299 502-261-7272 Investor Relations Lance F. Tucker Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer 502-261-4218 Stock Listing Papa John's stock is listed on The NASDAQ Global Select Market...

  • Page 109
    ... Senior Vice President and Chief Marketing Officer Timothy C. O'Hern Senior Vice President and Chief Development Officer Steve M. Ritchie Senior Vice President, North and Latin American Operations and Global OST Thomas V. Sterrett Senior Vice President, International DIRECTORS JOHN H. SCHNATTER...