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POPEYES LOUISIANA KITCHEN, INC. 2015 ANNUAL REPORT

Table of contents

  • Page 1
    POPEYES LOUISIANA KITCHEN, INC. 2015 ANNUAL REPORT

  • Page 2
    p r o du w ches 7 nte la u n c 219 STORES OP E NE D 12.5% two-ye ar co mpounded t growth ra e %E 8 . 15 EAS IN CR P S in E $58.6M FREE CASH FLOW or in W illion a l es $3 B de S l d wi Check out our online annual report at http://popeyes.com/investors/annual-reports/2015

  • Page 3
    ... about our people, whether they're our franchisees, general managers, team members or employees. We are passionate about our Louisiana heritage, which infuses our bold, delicious food and inspires our brand. We are passionate about delivering a memorable experience that keeps guests coming back for...

  • Page 4
    ...build on, we once again served up exceptional results in 2015. We opened 219 new restaurants, reaching a total of 2,539 by year-end. In the process, we grew global systemwide sales by 5.9 percent, reaching a two-year 2011 2012 2013 2014 2015 2 POPEYES LOUISIANA KITCHEN, INC. 2015 ANNUAL REPORT

  • Page 5
    ... committed to being good stewards of capital. We repurchased approximately 1.1 million shares of our common stock for $62 million, and provided additional flexibility with a new $250 million credit facility. The Road Ahead We have had a great year, delivered by our team's extraordinary efforts. But...

  • Page 6
    ... challenge ourselves to find new and better ways to inspire our people, serve our Louisiana recipes, strengthen our brand and delight our guests. We call this excellence in execution, and our passion for it drove us to new heights in 2015. 4 POPEYES LOUISIANA KITCHEN, INC. 2015 ANNUAL REPORT

  • Page 7
    5

  • Page 8
    ... love, inspired by the distinct flavors, ingredients and cooking traditions of Louisiana. Our heritage infuses our menu and drives the culinary innovation that sets Popeyes apart. In 2015, we delighted guests and drove sales with seven successful limited time offers (LTOs): Ghost Pepper Wings, Red...

  • Page 9
    13 NEW GLOBAL PRODUCT INNOVATIONS 28 DOMESTIC product innovations over the past 7 years 7

  • Page 10
    ... brand, growing the profitability of our restaurants, and expanding our presence in the U.S. and around the globe. In 2015, this emphasis on growth and profitability drove us to deliver exceptional results that continue to lead the industry. 8 POPEYES LOUISIANA KITCHEN, INC. 2015 ANNUAL REPORT

  • Page 11
    9

  • Page 12
    0 0 2,5 R th T NIN E P O AN R U A G EST 10 POPEYES LOUISIANA KITCHEN, INC. 2015 ANNUAL REPORT

  • Page 13
    ... to be among the best in the industry. By working with our franchisees to ensure superior real estate is selected for each new location, we drive higher sales volumes for new restaurants. In fact, domestic units built in 2015 are averaging $1.6 million in sales on an annualized basis. We are excited...

  • Page 14
    ..., without limitations, information in Item 7 of the Annual Report related to total revenues. (2) Weighted average common shares for the computation of diluted earnings per common share were 23.1 million, 23.8 million, and 24.1 million for 2015, 2014, and 2013, respectively. (3) The Company defines...

  • Page 15
    ... of July 10, 2015 (the last business day of the registrant's second quarter for 2015), the aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant, based on the closing sale price as reported on the NASDAQ Global Market System, was approximately $1,359...

  • Page 16
    ...Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services...

  • Page 17
    ... tenders, fried shrimp and other seafood, red beans and rice and other regional items. Popeyes is a highly differentiated QSR brand with a passion for its Louisiana heritage and flavorful, authentic food. As of December 27, 2015, we operated and franchised 2,539 Popeyes restaurants in 48 states...

  • Page 18
    ... passionate teams will deliver a superior guest experience that results in more loyal customers that revisit our Popeyes restaurants more often, driving sales and profits for our franchisees and shareholder returns for our investors. This pillar will be measured by positive increases in engagement...

  • Page 19
    ...our domestic franchised and Company-operated restaurants pursuant to supply agreements negotiated by Supply Management Services, Inc. ("SMS"), a not-for-profit purchasing cooperative. We and our Popeyes franchisees hold membership interests in SMS in proportion to the number of restaurants owned. As...

  • Page 20
    ... operations represented approximately 10.6% of our total franchise revenues. For each of 2015, 2014, and 2013, international revenues represented 5.9%, 5.7% and 6.4% of total revenues, respectively. Insurance We carry property, general liability, business interruption, crime, director's and officer...

  • Page 21
    ...offer a franchise. We have franchise agreements related to the operation of restaurants located on various U.S. military bases which are with certain governmental agencies and are subject to renegotiation of profits or termination at the election of the U.S. government. During 2015, royalty revenues...

  • Page 22
    ... in the QSR industry or develop new products that appeal to consumer preferences, we could lose customers and our revenues may decline. The QSR industry is intensely competitive with respect to price, quality, brand recognition, menu offerings, service and location. If we are unable to compete...

  • Page 23
    ...below the expectations of securities analysts and investors, the market price of our common stock could decline. Factors that may cause our results or same-store sales to fluctuate include the following the opening of new restaurants by us or our franchisees; the closing of restaurants by us or our...

  • Page 24
    ... cost of chicken, which can result from a number of factors, including increases in the cost of grain, disease, declining market supply of fast-food sized chickens and other factors that affect availability. Because our purchasing agreements for fresh chicken allow the prices that we pay for chicken...

  • Page 25
    ... and create negative publicity which could result in a decline in our sales. Instances of food-borne illness or avian flu could adversely affect the price and availability of poultry and other foods. As a result, Popeyes restaurants could experience a significant increase in food costs if there are...

  • Page 26
    ... our leases vary depending on the facility. The following table sets forth the locations by state of our Company-operated restaurants as of December 27, 2015: Land and Buildings Owned Land and/or Buildings Leased Total Louisiana Tennessee Indiana Mississippi North Carolina Arkansas South Carolina...

  • Page 27
    ... PURCHASES OF EQUITY SECURITIES Our common stock currently trades on the NASDAQ Global Market under the symbol "PLKI." The following table sets forth the high and low per share sales prices of our common stock, by quarter, for fiscal years 2015 and 2014. 2015 (Dollars per share) High Low High 2014...

  • Page 28
    ... quarter of 2015, we repurchased 300,851 of our common shares as scheduled below: Total Number of Shares Repurchased as Part of a Publicly Announced Plan Maximum Value of Shares that May Yet Be Repurchased Under the Plan Period Number of Shares Repurchased Average Price Paid Per Share Period 11...

  • Page 29
    ... five fiscal year period ended December 27, 2015. The cumulative total return computations set forth in the performance graph assume the investment in the Company's common stock and in each index was $100 at the end of fiscal 2010, and, with respect to the indices, that all dividends were reinvested...

  • Page 30
    ... Annual Report. (In millions, except per share data) 2015 2014 2013 2012 2011 Summary of Operations: Revenues:(1) Sales by company-operated restaurants(2) Franchise royalties and fees(3) Rent from franchised restaurants(4) Total revenues Expenses: Restaurant food, beverages and packaging Restaurant...

  • Page 31
    ...overall business through franchising. Total franchisee sales were $2.950 billion in 2015, $2.640 billion in 2014, $2.358 billion in 2013, $2.189 billion in 2012, and $1.932 billion in 2011. (b) In 2012, the Company completed an acquisition of twenty-seven restaurants in Minnesota and California. The...

  • Page 32
    .... 2015 2014 2013 2012 2011 Global system-wide sales increase (1) Company-operated restaurants same-store sales increase (decrease) Domestic franchised restaurants same-store sales increase Total domestic same-store sales increase International franchised restaurants same-store sales increase...

  • Page 33
    ... and Popeyes® Chicken & Biscuits (collectively "Popeyes") in 48 states, the District of Columbia, Puerto Rico, Guam, the Cayman Islands, and 27 foreign countries. Popeyes has two reportable business segments: franchise operations and company-operated restaurants. Financial information concerning...

  • Page 34
    .... Effective income tax rate in 2016 to be approximately 38%, compared to 37.5% in 2015. Long-Term Guidance Consistent with previous guidance the Company believes the execution of its new Strategic Roadmap will deliver the following results on an average annualized basis Same-store sales growth of...

  • Page 35
    ... current year results at prior year average exchange rates. In 2014, the Company recognized $0.9 million in lease termination fees and $1.0 million in net gain on the sale of assets associated with the sale of real estate to franchisees. In 2015 and 2013, net gain on the sale of assets associated...

  • Page 36
    ... in the corporate support center primarily related to people services, information technology, development and product engineering and supply chain; $1.4 million increase in incentive based compensation expense; $1.0 million increase in brand-building media investments in international markets; and...

  • Page 37
    ...in franchise same-store sales of 6.2% during 2014 and new franchised restaurants, and a $1.9 million increase in transfer fees and other franchise revenues, net, partially offset by a $5.5 million decrease from 2013 one-time franchise fees associated with the conversion and franchising of California...

  • Page 38
    ... in operating profit by business segment. Operating profit for each reportable segment includes operating results directly attributable to each segment. (Dollars in millions) 2014 2013 Increase (Decrease) As a Percent Franchise operations Company-operated restaurants Operating profit before...

  • Page 39
    ...imaging activities associated with Company-operated restaurants, investments in information technology and other capital assets. Capital expenditures related to re-imaging activities consist of significant renovations, upgrades and improvements, which on a per restaurant basis typically cost between...

  • Page 40
    ... in millions) 2015 2014 2013 Construction of new Company-operated restaurants Acquisition and conversion of restaurants in California and Minnesota Reimaging activities at Company-operated restaurants Information technology hardware and software Construction of the new corporate office General and...

  • Page 41
    ...the next five years and thereafter, as of December 27, 2015: (In millions) 2016 2017 2018 2019 2020 Thereafter Total Long-term debt, excluding capital leases(1) Interest on long-term debt, excluding capital leases(1) Leases(2) Information technology outsourcing(3) Business process services(3) Total...

  • Page 42
    ... operating plans. Such assumptions are subject to change as a result of changing economic and competitive conditions. The discount rate is our estimate of the required rate of return that a third-party buyer would expect to receive when purchasing a business from us that constitutes a reporting unit...

  • Page 43
    .... The Company issues new shares for common stock upon exercise of stock options. Our option pricing models require various highly subjective and judgmental assumptions including risk-free interest rates, expected volatility of our stock price, expected forfeiture rates, expected dividend yield and...

  • Page 44
    ... used by management. The Company believes these measures are important indicators of its operational strength and the performance of its business. Adjusted earnings per diluted share, operating EBITDA, company-operated restaurant operating profit, free cash flow and consolidated total leverage ratio...

  • Page 45
    ... 2015, 2014 and 2013, Company-operated restaurant operating profit to the line item on its consolidated statement of operations entitled sales by Company-operated restaurants, which the Company believes is the most directly comparable GAAP measure. Company-operated restaurant operating profit margin...

  • Page 46
    ... reconciles on a historical basis for fiscal years 2015 and 2014, the Company's free cash flow on a consolidated basis to the line on its consolidated statement of operations entitled net income, which the Company believes is the most directly comparable GAAP measure on its consolidated statement...

  • Page 47
    ... increased costs through higher pricing is limited by the competitive environment in which we operate. In order to ensure favorable pricing for fresh chicken purchases and to maintain an adequate supply of fresh chicken for the Popeyes system, Supply Management Services, Inc. (a not-for-profit...

  • Page 48
    ... or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management assessed the...

  • Page 49
    ... public accounting firm that audited our consolidated financial statements included in this Annual Report, has also audited the effectiveness of the Company's internal control over financial reporting as of December 27, 2015. This report can be found on Page 44 of this Annual Report. (d) Changes...

  • Page 50
    ...600 IHOP restaurants in the United States and international markets with over 350 franchisees. From 1986 to 2009, Mr. Merkin held various positions with Intercontinental Hotels Group (IHG), where he primarily supported the Holiday Inn brand in marketing, operations, and franchise relations roles. As...

  • Page 51
    ... Management at Papa John's International from 2006 to 2009. During her tenure at Papa John's, Ms. Leblanc delivered cost savings and streamlined the global supply chain and quality control functions, securing local and regional supply to assist the company in opening restaurants in numerous new...

  • Page 52
    ...Catherine Copeland, Russell J. Jones, A. Copeland Enterprises, Inc. and Popeyes Famous Fried Chicken, Inc., as amended to date. Supply Agreement dated March 21, 1989 between New Orleans Spice Company, Inc. and Biscuit Investments, Inc. Recipe Royalty Agreement dated March 21, 1989 by and among Alvin...

  • Page 53
    ... AFC Enterprises, Inc. Employee Stock Purchase Plan.* AFC Enterprises, Inc. 2002 Incentive Stock Plan.* AFC Enterprises, Inc. Annual Executive Bonus Program.* Indemnity Agreement dated October 14, 2004 by and between the Company and Supply Management Services, Inc. Indemnity Agreement dated February...

  • Page 54
    ... and Cheryl A. Bachelder.* Popeyes Chicken and Biscuits 2006 Bonus Plan.* Employment Agreement dated as of March 14, 2007 between the Company and James W. Lyons.* Employment Agreement dated as of March 14, 2007 between the Company and Robert Calderin.* Non-Qualified Stock Option Certificate for...

  • Page 55
    ... re Severance Agreement to Tony Woodard, dated May 13, 2014.* Indemnification Agreement to Tony Woodard.* Recipe and Formula Purchase Agreement between the Company and Diversified Foods and Seasonings, L.L.C. ("DFS"), dated June 13, 2014. Supply Agreement between the Company and DFS, dated June 13...

  • Page 56
    ... in this Annual Report. Previously filed. (a) Filed as an exhibit to the Registration Statement of the Company on Form S-4/A (Registration No. 333-29731) on July 2, 1997 and incorporated by reference herein. (b) Filed as an exhibit to the Form 10-K of the Company for the fiscal year ended December...

  • Page 57
    (ii) Filed as an exhibit to the Form 10-Q of the Company for the quarter ended July 12, 2015 and incorporated by reference herein. (jj) Filed as any exhibit to the Form 8-K of the Company filed November 2, 2015 and incorporated by reference herein. 41

  • Page 58
    ... duly authorized on the 23th day of February 2016. POPEYES LOUISIANA KITCHEN, INC. By: /s/ CHERYL A. BACHELDER Cheryl A. Bachelder Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons...

  • Page 59
    ... financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits...

  • Page 60
    ...As of December 27, 2015 and December 28, 2014 (In millions, except share data) 2015 2014 Current assets: Cash and cash equivalents Accounts and current notes receivable, net Other current assets Advertising cooperative assets, restricted Total current assets Long-term assets: Property and equipment...

  • Page 61
    ...of Operations For Fiscal Years 2015, 2014, and 2013 (In millions, except per share data) 2015 2014 2013 Revenues: Sales by Company-operated restaurants Franchise royalties and fees Rent from franchised restaurants Total revenues Expenses: Restaurant food, beverages and packaging Restaurant employee...

  • Page 62
    Popeyes Louisiana Kitchen, Inc. Consolidated Statements of Comprehensive Income For Fiscal Years 2015, 2014, and 2013 (In millions) 2015 2014 2013 Net income Other comprehensive income Net change in fair value of cash flow hedge Reclassification adjustments for derivative losses included in ...

  • Page 63
    Popeyes Louisiana Kitchen, Inc. Consolidated Statements of Changes in Shareholders' Equity For Fiscal Years 2015, 2014, and 2013 (Dollars in millions) Common Stock Number of Shares Balance at December 30, 2012 Net income Other comprehensive income, net of tax Repurchases and retirement of shares ...

  • Page 64
    ...payment arrangements Share repurchases Proceeds from exercise of employee stock options Debt issuance costs Other financing activities, net Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and...

  • Page 65
    ...For Fiscal Years 2015, 2014, and 2013 Note 1 - Description of Business Popeyes Louisiana Kitchen, Inc. ("Popeyes" or "the Company") develops, operates and franchises quick-service restaurants under the trade name Popeyes® Louisiana Kitchen and Popeyes® Chicken & Biscuits in 48 states, the District...

  • Page 66
    ... financial reporting purposes. See Note 6 for further disclosure. The Company's finite-lived intangible assets (primarily re-acquired franchise rights) are amortized on a straight-line basis over 10 to 20 years based on the remaining life of the original franchise agreement or lease agreement. Costs...

  • Page 67
    ... cooperative that receives contributions from the Company and from its franchisees, based upon a percentage of restaurant sales, as required by their franchise agreements. This cooperative is used exclusively for marketing of the Popeyes brand. The Company acts as an agent for the franchisees...

  • Page 68
    ...Fiscal Years 2015, 2014, and 2013 - (Continued) Revenue Recognition - Sales by Company-Operated Restaurants. Revenues from the sale of food and beverage products are recognized on a cash basis. The Company presents sales net of sales tax and other sales related taxes. Revenue Recognition - Franchise...

  • Page 69
    ... information regarding income taxes. Stock-Based Compensation Expense. The Company measures and recognizes compensation cost at fair value for all sharebased payments, including stock options, restricted share awards and restricted share units. The fair value of stock options with service and market...

  • Page 70
    ...Statements For Fiscal Years 2015, 2014, and 2013 - (Continued) for our fiscal 2018 which begins on January 1, 2018. The guidance is not expected to impact our recognition of sales from Company-operated restaurants, ongoing royalty fees which are based on a percentage of franchise sales, or rent from...

  • Page 71
    ... in 2016 through 2017, $0.4 million in 2018, $0.2 million in 2019, and $0.2 million in 2020. The remaining weighted average amortization period for these assets is 5 years. Note 7 - Other Current Liabilities (in millions) 2015 2014 Accrued wages, bonuses and severances Other Total $ $ 8.7 5.2 13...

  • Page 72
    ... Fiscal Years 2015, 2014, and 2013 - (Continued) Note 8 - Fair Value Measurements The following table reflects assets and liabilities that are measured and carried at fair value on a recurring basis as of December 27, 2015 and December 28, 2014: Quoted Prices in Active Markets for Identical Asset or...

  • Page 73
    ...22, 2016, the Company entered into a five year $250.0 million secured revolving credit facility ("2016 Revolving Credit Facility") that replaced the 2013 Revolving Credit Facility. See Note 22 for additional information regarding the new credit agreement. Future Debt Maturities. At December 27, 2015...

  • Page 74
    Popeyes Louisiana Kitchen, Inc. Notes to Consolidated Financial Statements For Fiscal Years 2015, 2014, and 2013 - (Continued) (in millions) 2016 2017 2018 2019 $ 0.3 0.3 109.4 0.4 $ 110.4 Interest Rate Swap Agreements. The Company uses interest rate swap agreements to fix the interest rate ...

  • Page 75
    ... stock, stock appreciation rights, performance-based restricted stock and restricted share units. The Company grants stock options at a price equal to the fair market value of the Company's stock on the date of grant. Stock options vest ratably over three years and expire seven years from the date...

  • Page 76
    ... used for the grants: 2015 2014 2013 Risk-free interest rate Expected dividend yield Expected term (in years) Expected volatility 1.4% -% 4.5 48.8% 1.8% -% 4.5 50.6% 0.7% -% 4.5 53.0% The risk-free interest rate is based on the United States treasury yields in effect at the time of grant. The...

  • Page 77
    ... stock price appreciation and dividends over the three-year performance period. Earned performance shares cliff vest three years from the date of issuance. The following table summarizes the restricted share awards activity for the 52 week period ended December 27, 2015: Weighted Average Grant Date...

  • Page 78
    .... The total fair value at grant date of awards which vested during 2015, 2014, and 2013, was $0.6 million, $0.1 million, and $0.1 million, respectively. Restricted Share Units The Company grants restricted stock units (RSUs) to members of its board of directors pursuant to the incentive stock plan...

  • Page 79
    ... to the Plan. Note 15 - Commitments and Contingencies Supply Contracts. Supplies are generally provided to Popeyes franchised and company-operated restaurants, pursuant to supply agreements negotiated by Supply Management Services, Inc. ("SMS"), a not-for-profit purchasing cooperative of...

  • Page 80
    ... manage any potential risks related to environmental remediation liabilities. Foreign Operations. The Company's international operations are limited to franchising activities. During 2015, 2014, and 2013, such operations represented approximately 10.6%, 11.5%, and 10.9%, of total franchise revenues...

  • Page 81
    ...reporting purposes Other comprehensive income Total $ 26.5 $ 23.8 $ 20.4 $ (7.6) (0.1) 18.8 $ (2.6) 0.3 21.5 $ (3.4) 0.2 17.2 Total U.S. and foreign income before income taxes for fiscal years 2015, 2014, and 2013, were as follows: (in millions) 2015 2014 2013 United States Foreign Total...

  • Page 82
    .... Reconciliations of the Federal statutory income tax rate to the Company's effective tax rate are presented below: 2015 2014 2013 Federal income tax rate State taxes, net of federal benefit Valuation allowance Provision to return adjustments Adjustments to estimated tax reserves Other items...

  • Page 83
    ...in millions) 2015 2014 Deferred tax assets: Deferred franchise fee revenue State net operating loss carry forwards Deferred rentals Deferred compensation Allowance for doubtful accounts Other accruals Reorganization costs Total gross deferred tax assets Deferred tax liabilities: Franchise value and...

  • Page 84
    ...The weighted average number of shares subject to antidilutive options was $0.1 million in 2015 and was not significant for the fiscal years 2014 and 2013. Note 20 - Segment Information The Company is engaged in developing, operating and franchising Popeyes Louisiana Kitchen quick-service restaurants...

  • Page 85
    Popeyes Louisiana Kitchen, Inc. Notes to Consolidated Financial Statements For Fiscal Years 2015, 2014, and 2013 - (Continued) (in millions) 2015 2014 2013 Revenues Franchise operations Company-operated restaurants $ 149.5 109.5 $ 259.0 $ 138.4 97.2 $ 235.6 $ 127.3 78.7 $ 206.0 Operating profit...

  • Page 86
    ... during the same period last year. Total sales of the two company-operated restaurants were $0.6 million for the fourth quarter 2015. (c) In 2014, the Company recognized $0.9 million in lease termination fees associated with the sale of real estate. (d) The Company recognized a $0.9 million in net...

  • Page 87
    ...website at www.popeyes.com/investors. ANNUAL MEETING PLKI's 2016 Annual Meeting will be held at: Le Meridien Atlanta Perimeter 111 Perimeter Center West Atlanta, Georgia 30346 May 19, 2016, 8:30 AM EST FORM 10-K The Company's 2015 Annual Report on Form 10-K, as filed with the Securities and Exchange...

  • Page 88
    Popeyes Louisiana Kitchen, Inc. 400 Perimeter Center Terrace, Suite 1000, Atlanta, GA 30346 www.popeyes.com/investors