UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 30, 2018
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
(State or other jurisdiction of
incorporation or organization)
2002 Papa John’s Boulevard
Louisville, Kentucky
(Address of principal executive offices)
61-1203323
(I.R.S. Employer
Identification No.)
40299-2367
(Zip Code)
(502) 261-7272
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class)
Common Stock, $0.01 par value
Securities registered pursuant to Section 12(g) of the Act: None
(Name of each exchange on which registered)
The NASDAQ Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing sale price on The NASDAQ Stock Market as of the
last business day of the Registrant’s most recently completed second fiscal quarter, July 1, 2018, was $1,120,697,454.
As of March 4, 2019, there were 31,642,269 shares of the Registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Part III of this annual report are incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held April 30, 2019.
Table of Contents
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures 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.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13.
Item 14.
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits, Financial Statement Schedules
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PART I
Item 1. Business
General
Papa John’s International, Inc., a Delaware corporation (referred to as the “Company”, “Papa John’s” or in the first person
notations of “we”, “us” and “our”), operates and franchises pizza delivery and carryout restaurants and, in certain
international markets, dine-in and delivery restaurants under the trademark “Papa John’s”. Papa John’s began operations
in 1984. At December 30, 2018, there were 5,303 Papa John’s restaurants in operation, consisting of 645 Company-owned
and 4,658 franchised restaurants operating domestically in all 50 states and in 46 countries and territories. Our Company-
owned restaurants include 183 restaurants operated under three joint venture arrangements.
Papa John’s has defined four reportable segments: domestic Company-owned restaurants, North America commissaries
(Quality Control Centers), North America franchising and international operations. North America is defined as the United
States and Canada. Domestic is defined as the contiguous United States. International franchisees are defined as all
franchise operations outside of the United States and Canada. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Note 22” of “Notes to Consolidated Financial Statements” for financial
information about our segments.
All of our periodic and current reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are available, free
of charge, through our website located at www.papajohns.com. These reports include our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports. These reports are
available through our website as soon as reasonably practicable after we electronically file them with the SEC. We also
make available free of charge on our website our Corporate Governance Guidelines, Board Committee Charters, and our
Code of Ethics, which applies to Papa John’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. The SEC maintains an internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC, including us, at www.sec.gov. The references
to these website addresses do not constitute incorporation by reference of the information contained on the websites, which
should not be considered part of this document.
2018 Business Matters
We have experienced negative publicity and consumer sentiment as a result of statements by the Company’s founder and
former spokesperson John H. Schnatter in late 2017 and in July 2018, which contributed to our negative sales results in
2018. Mr. Schnatter resigned as Chairman of the Board on July 11, 2018, the same day that the media reported certain
controversial statements made by Mr. Schnatter. A Special Committee of the Board of Directors consisting of all of the
independent directors (the “Special Committee”) was formed on July 15, 2018 to evaluate and take action with respect to
all of the Company’s relationships and arrangements with Mr. Schnatter. In addition, on July 27, 2018, the Company
announced that the Board’s Lead Independent Director, Olivia F. Kirtley, had been unanimously appointed by the Board
of Directors to serve as Chairman of the Company’s Board of Directors. Following its formation, the Special Committee
terminated Mr. Schnatter’s Founder Agreement, which defined his role in the Company, among other things, as advertising
and brand spokesperson for the Company. The Special Committee, among other things, oversaw the previously announced
external audit and investigation of all the Company’s existing processes, policies and systems related to diversity and
inclusion, supplier and vendor engagement and Papa John’s culture, which is substantially complete. The Special
Committee has delivered recommendations resulting from the audit to Company management, who will implement the
recommendations, including initiatives and training regarding Diversity, Equity, and Inclusion. The Company is also
implementing various branding and marketing initiatives, including a new advertising and marketing campaign.
In September 2018, the Company began a process to evaluate a wide range of strategic options with the goal of improving
sales, maximizing value for all shareholders and serving the best interest of the Company’s stakeholders. As part of this
strategic review, the Special Committee also engaged legal and financial advisors. After extensive discussions with a wide
group of strategic and financial investors, the Special Committee concluded that an investment agreement with funds
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affiliated with Starboard Value LP (together with its affiliates, “Starboard”) was in the best interest of shareholders. On
February 3, 2019, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with
Starboard pursuant to which Starboard made a $200 million strategic investment in the Company’s newly designated
Series B convertible preferred stock, par value $0.01 per share (the “Series B Preferred Stock”), with the option to make
an additional $50 million investment in the Series B Preferred Stock through March 29, 2019. In addition, the Company
has the right to offer up to 10,000 shares of Series B Preferred Stock to Papa John’s franchisees, on the same terms as to
Starboard, provided such franchisees satisfy accredited investor and other requirements of the offering under securities
laws.
The Company will use approximately half of the proceeds from the sale of the Series B Preferred Stock to reduce the
outstanding principal amount under the Company’s unsecured revolving credit facility. The remaining proceeds are
expected to be used to make investments in the business and for general corporate purposes.
In connection with Starboard’s investment, the Company expanded its Board of Directors to include two new independent
directors, Jeffrey C. Smith, Chief Executive Officer of Starboard, who was appointed Chairman of the Board, and Anthony
M. Sanfilippo, former Chairman and Chief Executive Officer of Pinnacle Entertainment, Inc. The Board of Directors
believes Mr. Smith’s business expertise and new perspectives will help support the Company’s strategy to capitalize on
its differentiated “BETTER INGREDIENTS. BETTER PIZZA.” market position and build a better pizza company for the
benefit of its shareholders, team members, franchisees and customers. In addition, the Company’s President and Chief
Executive Officer, Steve Ritchie, has been appointed to the Board. With the addition of the new directors, the Board
currently is comprised of nine directors, seven of whom are independent.
Comparable Sales Trends. For the period from December 31, 2018 to January 31, 2019, system-wide North America
comparable sales decreased 10.5% and system-wide International comparable sales were flat. The Company believes the
disparity in North America and International comparable sales reflects the consumer sentiment challenges the brand has
encountered in the United States. The Company is implementing various brand initiatives, including a new advertising
and marketing campaign, in an effort to reverse the negative North America sales trend. However, the Company cannot
predict whether or how long the negative sales trend will continue.
Special Charges. The Company also incurred significant costs (defined as “Special charges”) as a result of the above-
mentioned recent events in the second half of 2018. We incurred $50.7 million of Special charges as follows:
franchise royalty reductions of approximately $15.4 million for all North America franchisees,
reimaging costs at nearly all domestic restaurants and replacement or write off of certain branded assets totaling
$5.8 million,
contribution of $10.0 million to the Papa John’s National Marketing Fund (“PJMF”), and
legal and professional fees, which amounted to $19.5 million, for various matters relating to the review of a wide
range of strategic opportunities for the Company that culminated in the recent strategic investment in the
Company by affiliates of Starboard, as well as a previously announced external culture audit and other activities
overseen by the Special Committee.
The Company estimates that these costs will amount to between $30 million and $50 million for 2019.
Following these events in 2018, we became a party to litigation, including class action securities litigation and litigation
with Mr. Schnatter. See Item 1A. Risk Factors and “Note 19” to the “Consolidated Financial Statements” for additional
information regarding these and other lawsuits.
Strategy
Early in 2018, we outlined five strategic priorities to improve upon the execution of the Company’s strategy, including:
People: Focus on making people a priority with advanced career opportunities and more efficient restaurant
procedures to support improved recruitment and retention.
Brand differentiation messaging: Develop improved marketing messaging that highlights our quality products
and ingredients.
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Value perception: Provide everyday accessible value to consumers.
Technological advancements: Promote technological advancements with enhanced data and analytics
capabilities.
Restaurant unit economics: Invest further in our restaurants to operate more efficiently while improving the
customer experience.
We believe investments in these areas will provide the enhanced focus and support necessary to achieve our goal to build
brand loyalty over the long-term by delivering on our “BETTER INGREDIENTS. BETTER PIZZA.” promise. Despite
our recent brand challenges, we believe we are recognized as a trusted brand and quality leader in the domestic pizza
category, and we believe focusing on these areas will enable us to build our brand on a global basis and increase sales and
global units.
High-Quality Menu Offerings. Our menu strategy focuses on the quality of our ingredients. Domestic Papa John’s
restaurants offer high-quality pizza along with side items, including breadsticks, cheesesticks, chicken poppers and wings,
dessert items and canned or bottled beverages. Papa John’s original crust pizza is prepared using fresh dough (never
frozen). Papa John’s pizzas are made from a proprietary blend of wheat flour; real cheese made from mozzarella; fresh-
packed pizza sauce made from vine-ripened tomatoes (not from concentrate) and a proprietary mix of savory spices; and
a choice of high-quality meat and vegetable toppings. Our original and pan dough crust pizza is delivered with a container
of our special garlic sauce and a pepperoncini pepper. In addition to our fresh dough pizzas, we offer a par-baked thin
crust and a gluten free crust. Each is served with a pepperoncini pepper. We have a continuing “clean label” initiative to
remove unwanted ingredients from our product offerings over the next few years, such as synthetic colors, artificial flavors
and preservatives.
We also offer limited-time pizzas on a regular basis and expect to expand these offerings in 2019. We also test new product
offerings both domestically and internationally. The new products can become a part of the permanent menu if they meet
certain internally established guidelines.
All ingredients and toppings can be purchased by our Company-owned and franchised restaurants from our North
American Quality Control Center (“QC Center”) system, which delivers to individual restaurants twice weekly. To ensure
consistent food quality, each domestic franchisee is required to purchase dough and pizza sauce from our QC Centers and
to purchase all other supplies from our QC Centers or other approved suppliers. Internationally, the menu may be more
diverse than in our domestic operations to meet local tastes and customs. Most QC Centers outside the U.S. are operated
by franchisees pursuant to license agreements or by other third parties. The Company currently operates only one
international QC Center, which is in the United Kingdom (“UK”). Our China QC Center was sold to a franchisee in 2018
and our QC Center in Mexico City was sold to a franchisee in early 2019. We provide significant assistance to licensed
QC Centers in sourcing approved quality suppliers. All QC Centers are required to meet food safety and quality standards
and to be in compliance with all applicable laws.
Efficient Operating System. We believe our operating and distribution systems, restaurant layout and designated delivery
areas result in improved food quality and customer service as well as lower restaurant operating costs. Our QC Center
system takes advantage of volume purchasing of food and supplies. The QC Center system also provides consistency and
efficiencies of scale in fresh dough production. This eliminates the need for each restaurant to order food from multiple
vendors and commit substantial labor and other resources to dough preparation.
Commitment to Team Member Training and Development. We are committed to the development and motivation of our
team members through training programs, including our leadership development programs, Diversity, Equity and Inclusion
initiatives and training, incentive and recognition programs and opportunities for advancement. Team member training
programs are conducted for Company-owned restaurant team members, and operational training is offered to our
franchisees. We offer performance-based financial incentives to corporate team members and restaurant managers.
Marketing. Our branding efforts seek to showcase the values of the Company and its team members. We evaluate
marketing investments with respect to their ability to activate and accelerate positive consumer sentiment, utilizing
campaigns that spotlight the Company’s differentiated focus on quality, better ingredients and better pizza.
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Our domestic marketing strategy consists of both national and local components. Our national strategy includes national
advertising via television, print, direct mail, digital, mobile marketing and social media channels. Our digital marketing
activities have increased significantly over the past several years in response to increasing customer use of online and
mobile web technology. Local advertising programs include television, radio, print, direct mail, store-to-door flyers,
digital, mobile marketing and local social media channels. See “Marketing Programs” below, which describes more local
marketing programs.
In international markets, our marketing focuses on reaching customers who live or work within a small radius of a Papa
John’s restaurant. Our international markets use a combination of advertising strategies, including television, radio, print,
digital, mobile marketing and local social media depending on the size of the local market.
Technology. We use technology to deliver a better customer experience, focusing on key strategies that offer benefits to
the customer as well as advancing our objectives of higher customer lifetime value and deeper brand affinity.
Our technology initiatives build on our past milestones, which include the introduction of digital ordering across all our
U.S. delivery restaurants in 2001 and the launch of a domestic digital rewards program in 2010. In 2018, over 60% of
domestic sales were placed through digital channels. Technology investments have included enhanced digital ordering
and expanded mobile app capabilities. As we continue to enhance our digital capabilities, we have focused on technology
investments that allow us to use data to target marketing programs to individual customers as well as customer segments.
In late 2018, we relaunched our digital rewards program with enhanced targeted marketing capabilities.
Franchise System. We are committed to developing and maintaining a strong franchise system by attracting experienced
operators, supporting them to expand and grow their business and monitoring their compliance with our high standards.
We seek to attract and retain franchisees with experience in restaurant or retail operations and with the financial resources
and management capability to open single or multiple locations. While each Papa John’s franchisee manages and operates
its own restaurants and business, we devote significant resources to providing franchisees with assistance in restaurant
operations, training, marketing, site selection and restaurant design.
Our strategy for global franchise unit growth focuses on our sound unit economics model. We strive to eliminate barriers
to expansion in existing international markets, and identify new market opportunities. Our growth strategy varies based
on the maturity and penetration of the market and other factors in specific domestic and international markets, with overall
unit growth expected to come increasingly from international markets.
Restaurant Sales and Investment Costs
We are committed to maintaining sound restaurant unit economics. In 2018, the 637 domestic Company-owned restaurants
included in the full year’s comparable restaurant base generated average annual unit sales of $1.07 million. Our North
American franchise restaurants, which included 2,396 restaurants in the full year’s comparable base for 2018, generated
average annual unit sales of $840,000. Average annual unit sales for North American franchise restaurants are lower than
those of Company-owned restaurants as a higher percentage of our Company-owned restaurants are located in more
heavily penetrated markets.
With only a few exceptions, domestic restaurants do not offer dine-in service, which reduces our restaurant capital
investment. The average cash investment for the six domestic traditional Company-owned restaurants opened during 2018,
exclusive of land, was approximately $345,000 per unit, compared to the $354,000 investment for the 12 domestic
traditional units opened in 2017, excluding tenant allowances that we received. In recent years, we have experienced an
increase in the cost of our new restaurants primarily as a result of building larger units and incurring higher costs of certain
equipment as a result of technology enhancements and increased costs to comply with applicable regulations.
We define a “traditional” domestic Papa John’s restaurant as a delivery and carryout unit that services a defined trade area.
We consider the location of a traditional restaurant to be important and therefore devote significant resources to the
investigation and evaluation of potential sites. The site selection process includes a review of trade area demographics,
target population density and competitive factors. A member of our development team inspects each potential domestic
Company-owned restaurant location and substantially all franchised restaurant locations before a site is approved. Papa
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John’s restaurants are typically located in strip shopping centers or freestanding buildings that provide visibility, curb
appeal and accessibility. Our restaurant design can be configured to fit a wide variety of building shapes and sizes, which
increases the number of suitable locations for our Company-owned and franchised restaurants. A typical traditional
domestic Papa John’s restaurant averages 1,100 to 1,500 square feet with visible exterior signage.
“Non-traditional” Papa John’s restaurants generally do not provide delivery service but rather provide walk-up or carryout
service to a captive customer group within a designated facility, such as a food court at an airport, university or military
base or an event-driven service at facilities such as sports stadiums or entertainment venues. Non-traditional units are
designed to fit the unique requirements of the venue and may not offer the full range of menu items available in our
traditional restaurants.
As of December 30, 2018, all of our international restaurants are franchised. Generally, our international Papa John’s
restaurants are slightly smaller than our domestic restaurants and average between 900 and 1,400 square feet; however, in
order to meet certain local customer preferences, some international restaurants have been opened in larger spaces to
accommodate both dine-in and restaurant-based delivery service, ranging from 35 to 140 seats.
Development
At December 30, 2018, there were 5,303 Papa John’s restaurants operating in all 50 states and in 46 international countries
and territories, as follows:
Domestic
Company-
owned
Franchised
North America
Total North
America
International
System-wide
Beginning - December 31, 2017
Opened
Closed
Acquired
Sold
Ending - December 30, 2018
708
6
(7)
-
(62)
645
2,733
83
(186)
62
-
2,692
3,441
89
(193)
62
(62)
3,337
1,758
304
(96)
34
(34)
1,966
5,199
393
(289)
96
(96)
5,303
Although most of our domestic Company-owned markets are well-penetrated, our Company-owned growth strategy is to
continue to open domestic restaurants in existing markets as appropriate, thereby increasing consumer awareness and
enabling us to take advantage of operational and marketing efficiencies. Our experience in developing markets indicates
that market penetration through the opening of multiple restaurants in a particular market results in increased average
restaurant sales in that market over time. We have co-developed domestic markets with some franchisees or divided
markets among franchisees and will continue to utilize market co-development in the future, where appropriate.
Of the total 3,337 North American restaurants open as of December 30, 2018, 645 units, or approximately 19%, were
Company-owned (including 183 restaurants owned in joint venture arrangements with franchisees in which the Company
has a majority ownership position and control). Operating Company-owned restaurants allows us to improve operations,
training, marketing and quality standards for the benefit of the entire system. From time to time, we evaluate the purchase
or sale of units or markets, which could change the percentage of Company-owned units. During 2018, we sold 62
restaurants located in Denver, Colorado and in Minnesota, in each case to a franchise group.
All of the 1,966 international restaurants are franchised after the 2018 sale of the Company’s 34 restaurants located in
Beijing and North China.
QC Center System and Supply Chain Management
Our North American QC Center system currently comprises 11 full-service regional production and distribution centers
in the U.S which supply pizza sauce, dough, food products, paper products, smallwares and cleaning supplies twice weekly
to each traditional restaurant served. Additionally, we have one QC Center in Canada, which produces and distributes
fresh dough. This system enables us to monitor and control product quality and consistency while lowering food and other
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costs. We evaluate the QC Center system capacity in relation to existing restaurants’ volumes and planned restaurant
growth, and facilities are developed or upgraded as operational or economic conditions warrant.
In addition, we currently own a full-service international QC Center in Milton Keynes, United Kingdom. Other
international QC Centers are licensed to franchisees or non-franchisee third parties and are generally located in the markets
where our franchisees have restaurants.
We set quality standards for all products used in Papa John’s restaurants and designate approved outside suppliers of food
and paper products that meet our quality standards. To ensure product quality and consistency, all domestic Papa John’s
restaurants are required to purchase pizza sauce and dough from QC Centers. Franchisees may purchase other goods
directly from our QC Centers or other approved suppliers. National purchasing agreements with most of our suppliers
generally result in volume discounts to us, allowing us to sell products to our restaurants at prices we believe are below
those generally available to other restaurants. Within our North American QC Center system, products are primarily
distributed to restaurants by leased refrigerated trucks operated by us.
Marketing Programs
Our local restaurant-level marketing programs target potential customers within the delivery area of each restaurant
through the use of local television, radio, print materials, targeted direct mail, store-to-door flyers, digital display
advertising, email marketing, text messages and local social media. Local marketing efforts also include a variety of
community-oriented activities within schools, sports venues and other organizations supported with some of the same
advertising vehicles mentioned above. We recently began working with delivery aggregators to reach other customer
channels and also enhanced our domestic loyalty program at the end of 2018.
Domestic Company-owned and franchised Papa John’s restaurants within a defined market may be required to join an area
advertising cooperative (“Co-op”). Each member restaurant contributes a percentage of sales to the Co-op for market-wide
programs, such as television, radio, digital and print advertising, and sports sponsorships. The rate of contribution and uses
of the monies collected are determined by a majority vote of the Co-op’s members. The contribution rate for Co-ops
generally may not be below 2% of sales without approval from Papa John’s.
The restaurant-level and Co-op marketing efforts are supported by media, print, digital and electronic advertising materials
that are produced by Papa John’s Marketing Fund, Inc. (“PJMF”). PJMF is an unconsolidated nonstock corporation
designed to operate at break-even for the purpose of designing and administering advertising and promotional programs
for all participating domestic restaurants. PJMF produces and buys air time for Papa John’s national television
commercials, and advertises the Company’s products through digital media including banner advertising, paid search-
engine advertising, mobile marketing, social media advertising and marketing, text messaging, and emailing. It also
engages in other brand-building activities, such as consumer research and public relations activities. Domestic Company-
owned and franchised Papa John’s restaurants are required to contribute a certain minimum percentage of sales to PJMF.
The contribution rate to PJMF can be set at up to 3% of sales, if approved by the governing board of PJMF, and beyond
that level if approved by a supermajority of domestic restaurants. The domestic franchise system approved a new
contribution rate of 4.50% effective in the fourth quarter of 2017. The rate increased an additional 0.25% to 4.75% effective
at the beginning of 2019.
Our proprietary domestic digital ordering platform allows customers to order online, including “plan ahead ordering,”
Apple TV ordering and Spanish-language ordering capability. Digital payment platforms include VISA Checkout, PayPal,
and Venmo PayShare. We provide enhanced mobile ordering for our customers, including Papa John’s iPhone® and
Android® applications. Our PAPA REWARDS® program is a customer loyalty program designed to increase loyalty and
frequency; we offer this program domestically, in the UK, and in several international markets. We receive a percentage-
based fee from North American franchisees for online sales, in addition to royalties, to defray development and operating
costs associated with our digital ordering platform. We believe continued innovation and investment in the design and
functionality of our online and mobile platforms is critical to the success of our brand.
Our domestic restaurants offer customers the opportunity to purchase reloadable gift cards, sold as either a plastic gift card
purchased in our restaurants, or an online digital card. Gift cards are sold to customers on our website, through third-party
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retailers, and in bulk to business entities and organizations. We continue to explore other gift card distribution
opportunities. Gift cards may be redeemed for delivery, carryout, and digital orders and are accepted at all Papa John’s
traditional domestic restaurants.
We provide both Company-owned and franchised restaurants with pre-approved marketing materials and catalogs for the
purchase of promotional items. We also provide direct marketing services to Company-owned and domestic
franchised restaurants using customer information gathered by our proprietary point-of-sale technology (see “Company
Operations —North America Point-of-Sale Technology”). In addition, we provide database tools, templates and training
for operators to facilitate local email marketing and text messaging through our approved tools.
In international markets, our marketing focuses on customers who live or work within a small radius of a Papa John’s
restaurant. Certain markets can effectively use television and radio as part of their marketing strategies. The majority of
the marketing efforts include using print materials such as flyers, newspaper inserts, in-store marketing materials, and to
a growing extent, digital marketing such as display, search engine marketing, social media, mobile marketing, email, and
text messaging. Local marketing efforts, such as sponsoring or participating in community events, sporting events and
school programs, are also used to build customer awareness.
Company Operations
Domestic Restaurant Personnel. A typical Papa John’s Company-owned domestic restaurant employs a restaurant
manager and approximately 20 to 25 hourly team members, many of whom work part-time. The manager is responsible
for the day-to-day operation of the restaurant and maintaining Company-established operating standards. We seek to hire
experienced restaurant managers and staff and provide comprehensive training programs in areas such as operations and
managerial skills. We also employ directors of operations who are responsible for overseeing an average of seven
Company-owned restaurants. 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 motivate and retain
personnel by providing opportunities for advancement and performance-based financial incentives.
Training and Education. We believe training is very important to delivering consistent operational execution, and we
create tools and materials for the operational training and development of both corporate and franchise team members.
Operations personnel complete our management training program and ongoing development programs, including multi-
unit training, in which instruction is given on all aspects of our systems and operations.
North America Point-of-Sale Technology. Our proprietary point-of-sale technology, “FOCUS”, is in place in all North
America traditional Papa John’s restaurants. We believe this technology facilitates fast and accurate order-taking and
pricing, and allows the restaurant manager to better monitor and control food and labor costs, including food inventory
management and order placement from QC Centers. The system allows us to obtain restaurant operating information,
providing us with timely access to sales and customer information. The FOCUS system is also integrated with our digital
ordering solutions in all North American traditional Papa John’s restaurants.
Domestic Hours of Operation. Our domestic restaurants are open seven days a week, typically from 11:00 a.m. to
12:30 a.m. Monday through Thursday, 11:00 a.m. to 1:30 a.m. on Friday and Saturday and 12:00 noon to 11:30 p.m. on
Sunday. Carryout hours are generally more limited for late night service, for security purposes.
Franchise Program
General. We continue to attract qualified and experienced franchisees, whom we consider to be a vital part of our system’s
continued growth. We believe our relationship with our franchisees is fundamental to the performance of our brand and
we strive to maintain a collaborative relationship with our franchisees. As of December 30, 2018, there were 4,658
franchised Papa John’s restaurants operating in all 50 states and 46 countries and territories. During 2018, our franchisees
opened an additional 387 (83 North America and 304 internationally) restaurants, which includes the opening of Papa
John’s restaurants in three new countries: the Bahamas, Kazakhstan and Kyrgyzstan. As of December 30, 2018, we have
development agreements with our franchisees for approximately 130 additional North America restaurants, the majority
of which are committed to open over the next two years, and agreements for approximately 900 additional international
franchised restaurants, the majority of which are scheduled to open over the next six years. There can be no assurance that
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all of these restaurants will be opened or that the development schedules set forth in the development agreements will be
achieved.
Approval. Franchisees are approved on the basis of the applicant’s business background, restaurant operating experience
and financial resources. We seek franchisees to enter into development agreements for single or multiple restaurants. We
require each franchisee to complete our training program or to hire a full-time operator who completes the training and
has either an equity interest or the right to acquire an equity interest in the franchise operation. For most non-traditional
operations and for operations outside the United States, we will allow an approved operator bonus plan to substitute for
the equity interest.
North America Development and Franchise Agreements. 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. Our standard domestic development agreement includes a fee of $25,000 before consideration of any
incentives. The franchise agreement is generally executed once a franchisee secures a location. Our current standard
franchise agreement requires the franchisee to pay a royalty fee of 5% of sales, and the majority of our existing franchised
restaurants have a 5% contractual royalty rate in effect. Incentives offered from time to time, including new store
incentives, will reduce the actual royalty rate paid. Incentives in effect in the later part of 2018 to support the franchise
system included a royalty reduction of 2% and 1% for the third and fourth quarters, respectively.
Over the past several years, we have offered various development incentive programs for domestic franchisees to
accelerate unit openings. Such incentives included the following for 2018 traditional openings: (1) waiver of the standard
one-time $25,000 franchise fee if the unit opens on time in accordance with the agreed-upon development schedule, or a
reduced fee of $5,000 if the unit opens late; (2) the waiver of some or all of the 5% royalty fee for a period of time; (3) a
credit for new store equipment; and (4) a credit to be applied toward a future food purchase, under certain circumstances.
We believe development incentive programs have accelerated unit openings.
Substantially all existing franchise agreements have an initial 10-year term with a 10-year renewal option. We have the
right to terminate a franchise agreement for a variety of reasons, including a franchisee’s failure to make payments when
due or failure to adhere to our operational policies and standards. Many state franchise laws limit our ability as a franchisor
to terminate or refuse to renew a franchise.
We provide assistance to Papa John’s franchisees in selecting sites, developing restaurants and evaluating the physical
specifications for typical restaurants. We provide layout and design services and recommendations for subcontractors,
signage installers and telephone systems to Papa John’s franchisees. Our franchisees can purchase complete new store
equipment packages through an approved third-party supplier. We sell replacement smallwares and related items to our
franchisees. Each franchisee is responsible for selecting the location for its restaurants, but must obtain our approval of
the restaurant design and location based on traffic accessibility and visibility of the site and targeted demographic factors,
including population density, income, age and traffic.
Domestic Franchise Support Initiatives. In 2018, we have increased our franchise support initiatives in light of the current
sales pressures by providing additional royalty reductions of 2% and 1% in the third and fourth quarters, respectively.
Historically, discretionary support initiatives to our domestic franchisees, included the following:
Performance-based incentives;
Targeted royalty relief and local marketing support to assist certain identified franchisees or markets;
Restaurant opening incentives; and
Reduced-cost direct mail campaigns from Preferred Marketing Solutions (“Preferred”), our wholly owned print
and promotions subsidiary.
In 2019, we plan to offer some or all of these domestic franchise support initiatives, with a particular focus of providing
assistance to franchisees in emerging and/or high cost markets.
International Development and Franchise Agreements. We define “international” as all markets outside the United States
and Canada. In international markets, we have either a development agreement or a master franchise agreement with a
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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 franchisee has the right to sub-franchise a portion of the development to one
or more sub-franchisees approved by us. Under our current standard international development or master franchise
agreement, the franchisee is required to pay total fees of $25,000 per restaurant: $5,000 at the time of signing the agreement
and $20,000 when the restaurant opens or on the agreed-upon development date, whichever comes first. Additionally,
under our current standard master franchise agreement, the master franchisee is required to pay $15,000 for each sub-
franchised restaurant — $5,000 at the time of signing the agreement and $10,000 when the restaurant opens or on the
agreed-upon development date, whichever comes first.
Our current standard international master franchise and development agreements provide for payment to us of a royalty
fee of 5% of sales. For international markets with sub-franchise agreements, the effective sub-franchise royalty received
by the Company is generally 3% of sales and the master franchisee generally receives a royalty of 2% of sales. The
remaining terms applicable to the operation of individual restaurants are substantially equivalent to the terms of our
domestic franchise agreement. Development agreements will be negotiated at other-than-standard terms for fees and
royalties, and we may offer various development and royalty incentives to help drive net unit growth and results.
Non-traditional Restaurant Development. We had 247 non-traditional domestic restaurants at December 30, 2018. Non-
traditional restaurants generally cover venues or areas not originally targeted for traditional unit development, and our
franchised non-traditional restaurants have terms differing from the standard agreements.
Franchisee Loans. Selected domestic and international franchisees have borrowed funds from us, principally for the
purchase of restaurants from us or other franchisees or for construction and development of new restaurants. Loans made
to franchisees can bear interest at fixed or floating rates and in most cases are secured by the fixtures, equipment and
signage of the restaurant and/or are guaranteed by the franchise owners. At December 30, 2018, net loans outstanding
totaled $28.8 million. See “Note 13” of “Notes to Consolidated Financial Statements” for additional information.
Domestic Franchise Training and Support. Our domestic field support structure consists of franchise business directors
who are responsible for serving an average of 165 franchised units each. Our franchise business directors maintain open
communication with the franchise community, relaying operating and marketing information and new initiatives between
franchisees and us.
Every franchisee is required to have a principal operator approved by us who satisfactorily completes our required training
program. Principal operators for traditional restaurants are required to devote their full business time and efforts to the
operation of the franchisee’s traditional restaurants. Each franchised restaurant manager is also required to complete our
Company-certified management operations training program and we monitor ongoing compliance with training. Multi-
unit franchisees are encouraged to appoint training store general managers or hire a full-time training coordinator certified
to deliver Company-approved operational training programs.
International Franchise Operations Support. We employ or contract with international business directors who are
responsible for supporting one or more franchisees. The international business directors usually report to regional vice
presidents. Senior management and corporate staff also support the international field teams in many areas, including, but
not limited to, food safety, quality assurance, marketing, technology, operations training and financial analysis.
Franchise Operations. All franchisees are required to operate their Papa John’s restaurants in compliance with our policies,
standards and specifications, including matters such as menu items, ingredients, and restaurant design. Franchisees have
full discretion in human resource practices, and generally have full discretion to determine the prices to be charged to
customers, but we generally have the authority to set maximum price points for nationally advertised promotions.
Franchise Advisory Council. We have a franchise advisory council that consists of Company and franchisee
representatives of domestic restaurants. We also have a franchise advisory council in the United Kingdom. The various
councils and subcommittees hold regular meetings to discuss new product and marketing ideas, operations, growth and
other business issues. Certain domestic franchisees have also formed an independent franchise association for the purpose
of communicating and addressing issues, needs and opportunities among its members.
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We currently communicate with, and receive input from, our franchisees in several forms, including through the various
councils, annual operations conferences, system communications, national conference calls, various regional meetings
conducted with franchisees throughout the year and ongoing communications from franchise business directors and
international business directors in the field. Monthly webcasts are also conducted by the Company to discuss current
operational, marketing and other issues affecting the domestic franchisees’ business. We are committed to communicating
with our franchisees and receiving input from them.
Industry and Competition
The United States Quick Service Restaurant pizza (“QSR Pizza”) industry is mature and highly competitive with respect
to price, service, location, food quality, customer loyalty programs and product innovation. There are well-established
competitors with substantially greater financial and other resources than Papa John’s. The category is largely fragmented
and competitors include international, national and regional chains, as well as a large number of local independent pizza
operators, any of which can utilize a growing number of food delivery services. Some of our competitors have been in
existence for substantially longer periods than Papa John’s and can have higher levels of restaurant penetration and
stronger, more developed brand awareness in markets where we compete. According to industry sources, domestic QSR
Pizza category sales, which includes dine-in, carry out and delivery, totaled approximately $37 billion in 2018, or an
increase of 2.0% from the prior year. Competition from delivery aggregators and other food delivery concepts continues
to increase both domestically and internationally.
With respect to the sale of franchises, we compete with many franchisors of restaurants and other business concepts. There
is also active competition for management personnel, drivers and hourly team members, and attractive commercial real
estate sites suitable for Papa John’s restaurants.
Government Regulation
We, along with our franchisees, are subject to various federal, state, local and international laws affecting the operation of
our respective businesses, including laws and regulations related to the preparation and sale of food, including food safety
and menu labeling. Each Papa John’s restaurant is subject to licensing and regulation by a number of governmental
authorities, which include zoning, health, safety, sanitation, building and fire agencies in the state or municipality in which
the restaurant 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 QC Centers are licensed and subject to regulation by state
and local health and fire codes, and the operation of our trucks is subject to federal and state transportation regulations.
We are also subject to federal and state environmental regulations. In addition, our domestic operations are subject to
various federal and state laws governing such matters as minimum wage requirements, benefits, working conditions,
citizenship requirements, and overtime.
We are subject to Federal Trade Commission (“FTC”) regulation and various state laws regulating the offer and sale of
franchises. The laws of several states also regulate substantive aspects of the franchisor-franchisee relationship. The FTC
requires us to furnish to prospective franchisees a franchise disclosure document containing prescribed information. State
laws that regulate the franchisor-franchisee relationship presently exist in a significant number of states, and bills have
been introduced in Congress from time to time that would provide for federal regulation of the U.S. franchisor-franchisee
relationship in certain respects if such bills were enacted. State laws often limit, among other things, the duration and scope
of non-competition provisions and the ability of a franchisor to terminate or refuse to renew a franchise. Some foreign
countries also have disclosure requirements and other laws regulating franchising and the franchisor-franchisee
relationship. National, state and local government regulations or initiatives, including health care legislation, “living
wage,” 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 also subject to applicable laws in each jurisdiction.
We are subject to laws and regulations that require us to disclose calorie content and other specific content of our food,
including fat, trans fat, and salt content. A provision of the Patient Protection and Affordable Care Act of 2010 (ACA)
requires us and many restaurant companies to disclose calorie information on restaurant menus. The Food and Drug
Administration issued final rules to implement this provision, which require restaurants to post the number of calories for
most items on menus or menu boards and to make available certain other nutritional information. Government regulation
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of nutrition disclosure could result in increased costs of compliance and could also impact consumer habits in a way that
adversely impacts sales at our restaurants. For further information regarding governmental regulation, see Item 1A. Risk
Factors.
Trademarks, Copyrights and Domain Names
Our intellectual property rights are a significant part of our business. We have registered and continue to maintain federal
registrations through the United States Patent and Trademark Office (the “USPTO”) for the marks PAPA JOHN’S, PIZZA
PAPA JOHN’S & Design (our logo), BETTER INGREDIENTS. BETTER PIZZA., PIZZA PAPA JOHN’S BETTER
INGREDIENTS. BETTER PIZZA., PIZZA PAPA JOHN’S BETTER INGREDIENTS. BETTER PIZZA. & Design, and
PAPA REWARDS. We also own federal registrations through the USPTO for several ancillary marks, principally
advertising slogans. Moreover, we have registrations for and/or have applied for PIZZA PAPA JOHN’S & Design in more
than 100 foreign countries and the European Community, in addition to international registrations for PAPA JOHN’S and
PIZZA PAPA JOHN’S BETTER INGREDIENTS. BETTER PIZZA. & Design in various foreign countries. From time
to time, we are made aware of the use by other persons in certain geographical areas of names and marks that are the same
as or substantially similar to our marks. It is our policy to pursue registration of our marks whenever possible and to
vigorously oppose any infringement of our marks.
We hold copyrights in authored works used in our business, including advertisements, packaging, training, website, and
promotional materials. In addition, we have registered and maintain Internet domain names, including “papajohns.com,”
and approximately 83 country code domains patterned as papajohns.cc, or a close variation thereof, with “.cc” representing
a specific country code.
Employees
As of December 30, 2018, we employed approximately 18,000 persons, of whom approximately 15,400 were restaurant
team members, approximately 700 were restaurant management personnel, approximately 700 were corporate personnel
and approximately 1,200 were QC Center and Preferred personnel. Most restaurant team members work part-time and are
paid on an hourly basis. None of our team members are covered by a collective bargaining agreement. We consider our
team member relations to be good.
Item 1A. Risk Factors
We are subject to risks that could have a negative effect on our business, financial condition and results of operations.
These risks could cause actual operating results to differ from those expressed in certain “forward looking statements”
contained in this Form 10-K as well as in other Company communications. Before you invest in our securities, you should
carefully consider the following risk factors together with all other information included in this Form 10-K and our other
publicly filed documents.
We have recently experienced negative publicity and consumer sentiment as a result of statements by the Company’s
founder and former spokesperson, John H. Schnatter, which may continue to negatively impact our results of operations.
In July 2018, the Company was the subject of significant negative media reports as a result of certain statements by Mr.
Schnatter, who resigned as Chairman of the Board on July 11, 2018. The negative media continued throughout the third
quarter of 2018, and the resultant negative consumer sentiment continued throughout the remainder of the 2018 fiscal year.
As a result of the recent negative publicity and consumer sentiment, the Company has experienced a decline in sales and
operating profits. This decline may continue if the negative consumer sentiment toward the Company continues or
worsens. If Mr. Schnatter makes further statements that create controversy or harm the Company’s reputation, it may take
longer for our sales and consumer perception of our brand to improve.
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We will incur costs related to addressing and remediating the impact of recent negative publicity surrounding our brand
as a result of John H. Schnatter, which will adversely impact our financial performance.
In connection with the controversy surrounding Mr. Schnatter, a Special Committee of the Board of Directors, consisting
of all of the independent directors, was formed to evaluate and take action with respect to all of the Company’s
relationships and arrangements with Mr. Schnatter. Following its formation, the Special Committee terminated Mr.
Schnatter’s Founder Agreement, which defined his role in the Company, among other things, as advertising and brand
spokesperson for the Company.
In connection with these and other actions, the Company has incurred and expects to continue to incur significant non-
recurring costs in 2019, including costs related to branding initiatives, marketing and advertising expenses and increased
professional fees. In addition, the Company materially increased its franchisee financial assistance in 2018 in an effort to
mitigate store closings, and expects to continue some additional level of assistance in 2019. These costs and any additional
costs we may incur to support these initiatives are expected to adversely affect our profitability and financial performance.
There is no guarantee that our actions will be effective in attracting customers back to our restaurants and mitigating
negative sales trends.
The recent negative publicity has had and may continue to have a negative impact on our business, and may have a long-
term effect on our relationships with our customers, partners and franchisees.
Our business and reputation has been negatively affected by the recent negative publicity resulting from Mr. Schnatter’s
statements. If we are unable to rebuild the trust of our customers, franchisees, business partners and suppliers, and if
further negative publicity continues, we could experience a substantial negative impact on our business. We have
experienced claims and litigation as a consequence of these matters, including a shareholder class action in connection
with a decline in our stock price and litigation with Mr. Schnatter. Related legal expenses of defending these claims have
negatively impacted our operating results. Continuing higher legal fees, potential new claims, liabilities from existing
cases and continuing negative publicity could continue to have a negative impact on operating results.
We have experienced declining sales, and we cannot assure that we will be able to halt or reverse the decline.
Our system-wide North America and International comparable sales declined on a year-over-year basis in 2018. The
Company’s revenues and profitability growth depend on the ability to increase comparable restaurant sales, and it is
uncertain whether this will occur or could take longer than expected.
Our Board of Directors has adopted a limited duration stockholder rights agreement, which could delay or discourage a
merger, tender offer, or assumption of control of the Company not approved by our Board of Directors.
On July 22, 2018, the Board of Directors approved the adoption of a limited duration stockholder rights plan (the “Rights
Plan”) with an expiration date of July 22, 2019 and an ownership trigger threshold of 15% (with a threshold of 31% applied
to John H. Schnatter, together with his affiliates and family members). In connection with the Rights Plan, the Board of
Directors authorized and declared a dividend to stockholders of record at the close of business on August 2, 2018 of one
preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company. Upon certain
triggering events, each Right entitles the holder to purchase from the Company one one-thousandth (subject to adjustment)
of one share of Series A Junior Participating Preferred Stock, $0.01 par value per share (“Preferred Stock”) of the Company
at an exercise price of $250.00 (the “Exercise Price”) per one one-thousandth of a share of Preferred Stock. In addition,
if a person or group acquires beneficial ownership of 15% or more of the Company’s common stock (or in the case of Mr.
Schnatter, 31% or more, and in the case of funds affiliated with Starboard Value LP, additional shares in excess of those
issuable upon conversion of their Series B Convertible Preferred Stock) without prior board approval, each holder of a
Right (other than the acquiring person or group whose Rights will become void) will have the right to purchase, upon
payment of the Exercise Price and in accordance with the terms of the Rights Plan, a number of shares of the Company’s
common stock having a market value of twice the Exercise Price. On March 5, 2019, the Board of Directors extended the
term of the Rights Plan to March 6, 2022, increased the ownership trigger threshold at which a person becomes an acquiring
person from 15% to 20%, except as set forth above, removed the “acting in concert” provision in response to stockholder
feedback, and included a qualifying offer provision as set forth in the Rights Plan.
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The Rights Plan is intended to enable all of our stockholders to realize the full potential value of their investment in the
Company and to protect the interests of the Company and its stockholders by reducing the likelihood that any person or
group gains control of the Company through open market accumulation or other tactics without paying an appropriate
control premium. The Rights Plan could render more difficult, or discourage, a merger, tender offer, or assumption of
control of the Company that is not approved by our Board of Directors. The Rights Plan, however, should not interfere
with any merger, tender or exchange offer or other business combination approved by our Board of Directors. In addition,
the Rights Plan does not prevent our Board of Directors from considering any offer that it considers to be in the best
interest of the Company’s stockholders.
Our profitability may suffer as a result of intense competition in our industry.
The QSR Pizza industry is mature and highly competitive. Competition is based on price, service, location, food quality,
brand recognition and loyalty, product innovation, effectiveness of marketing and promotional activity, use of technology,
and the ability to identify and satisfy consumer preferences. We may need to reduce the prices for some of our products to
respond to competitive and customer pressures, which may adversely affect our profitability. When commodity and other
costs increase, we may be limited in our ability to increase prices. With the significant level of competition and the pace
of innovation, we may be required to increase investment spending in several areas, particularly marketing and technology,
which can decrease profitability.
In addition to competition with our larger and more established competitors, we face competition from new competitors
such as fast casual pizza concepts. We also face competitive pressures from an array of food delivery concepts and
aggregators delivering for quick service or dine in restaurants, using new delivery technologies, some of which may have
more effective marketing. The emergence or growth of new competitors, in the pizza category or in the food service
industry generally, may make it difficult for us to maintain or increase our market share and could negatively impact our
sales and our system-wide restaurant operations. We also face increasing competition from other home delivery services
and grocery stores that offer an increasing variety of prepped or prepared meals in response to consumer demand. As a
result, our sales can be directly and negatively impacted by actions of our competitors, the emergence or growth of new
competitors, consumer sentiment or other factors outside our control.
One of our competitive strengths is our “BETTER INGREDIENTS. BETTER PIZZA.” brand promise. This means we
may use ingredients that cost more than the ingredients some of our competitors may use. Because of our investment in
higher-quality ingredients and our focus on a “clean label”, we could have lower profit margins than some of our
competitors if we are not able to establish a quality differentiator that resonates with consumers. Our sales may be
particularly impacted as competitors increasingly emphasize lower-cost menu options.
Changes in consumer preferences or discretionary consumer spending could adversely impact our results.
Changes in consumer preferences and trends (for example, changes in consumer perceptions of certain ingredients that
could cause consumers to avoid pizza or some of its ingredients in favor of foods that are or are perceived as healthier,
lower-calorie, or lower in carbohydrate or otherwise based on their ingredients or nutritional content). Preferences for a
dining experience such as fast casual pizza concepts, could also adversely affect our restaurant business and reduce the
effectiveness of our marketing and technology initiatives. Also, our success depends to a significant extent on numerous
factors affecting consumer confidence and discretionary consumer income and spending, such as general economic
conditions, customer sentiment and the level of employment. Any factors that could cause consumers to spend less on
food or shift to lower-priced products could reduce sales or inhibit our ability to maintain or increase pricing, which could
adversely affect our operating results.
Food safety and quality concerns may negatively impact our business and profitability.
Incidents or reports of food- or water-borne illness or other food safety issues, investigations or other actions by food
safety regulators, food contamination or tampering, employee hygiene and cleanliness failures, improper franchisee or
employee conduct, or presence of communicable disease at our restaurants (Company-owned and franchised), QC Centers,
or suppliers could lead to product liability or other claims. If we were to experience any such incidents or reports, our
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brand and reputation could be negatively impacted. This could result in a significant decrease in customer traffic and could
negatively impact our revenues and profits. Similar incidents or reports occurring at quick service restaurants unrelated to
us could likewise create negative publicity, which could negatively impact consumer behavior towards us.
We rely on our domestic and international suppliers, as do our franchisees, to provide quality ingredients and to comply
with applicable laws and industry standards. A failure of one of our domestic or international suppliers to meet our quality
standards, or meet domestic or international food industry standards, could result in a disruption in our supply chain and
negatively impact our brand and our results.
Failure to preserve the value and relevance of our brand could have a negative impact on our financial results.
Our results depend upon our ability to differentiate our brand and our reputation for quality. Damage to our brand or
reputation could negatively impact our business and financial results. Our brand has been highly rated in U.S. surveys, and
we strive to build the value of our brand as we develop international markets. As we experienced in 2018, the value of
our brand and demand for our products could be damaged by any incidents that harm consumer perceptions of the
Company, including negative publicity and consumer sentiment.
To be successful in the future, we must work to overcome the negative publicity we experienced in 2018, and preserve,
enhance and leverage the value of our brand. Consumer perceptions of our brand are affected by a variety of factors, such
as the nutritional content and preparation of our food, the quality of the ingredients we use, our corporate culture, our
policies and systems related to diversity, equity and inclusion, our business practices and the manner in which we source
the commodities we use. Consumer acceptance of our offerings is subject to change for a variety of reasons, and some
changes can occur rapidly. Consumer perceptions may also be affected by third parties presenting or promoting adverse
commentary or portrayals of our industry, our brand, our suppliers or our franchisees. If we are unsuccessful in managing
incidents that erode consumer trust or confidence, particularly if such incidents receive considerable publicity or result in
litigation, our brand value and financial results could be negatively impacted.
Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could
adversely impact our business.
In recent years, there has been a marked increase in the use of social media platforms, including blogs, chat platforms,
social media websites, and other forms of internet-based communications that allow individuals access to a broad audience
of consumers and other persons. The rising popularity of social media and other consumer-oriented technologies has
increased the speed and accessibility of information dissemination. The dissemination of negative information via social
media could harm our business, brand, reputation, marketing partners, financial condition, and results of operations,
regardless of the information’s accuracy.
In addition, we frequently use social media to communicate with consumers and the public in general. Failure to use social
media effectively could lead to a decline in brand value and revenue. Other risks associated with the use of social media
include improper disclosure of proprietary information, negative comments about our brand, exposure of personally
identifiable information, fraud, hoaxes or malicious dissemination of false information.
We may not be able to effectively market our products or maintain key marketing partnerships.
The success of our business depends on the effectiveness of our marketing and promotional plans, and in particular on the
success of our efforts to relaunch our brand following the negative publicity we experienced in 2018. We may not be able
to effectively execute our national or local marketing plans, particularly if lower sales continue to result in reduced levels
of marketing funds. Additionally, our recent launch of an enhanced rewards program to help increase sales may not meet
our expectations and could lower profitability. Our marketing strategy historically centered around the Company’s founder
as brand spokesperson, and Mr. Schnatter’s removal as brand spokesperson in 2018 created the need for a new marketing
strategy. We have also historically utilized relationships with well-known sporting events, professional teams and certain
universities to market our products. The negative publicity we experienced in 2018 caused the loss of certain sports and
university partnerships, and our business could continue to suffer if we are not able to create a compelling marketing
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strategy, or maintain or grow key marketing relationships and sponsorships, or if we are unable to do so at a reasonable
cost.
Our business will continue to require additional investments in alternative marketing strategies to address the challenges
we faced in 2018. In 2018, we engaged a new advertising agency and introduced a new advertising campaign to focus the
consumer’s attention on the core values of our brand. We expect to continue to invest in marketing to support the relaunch
of our brand. If these efforts are not effective in increasing sales, we may be required to expend additional funds to
effectively improve consumer sentiment and sales, and we may also be required to engage in additional activities to retain
customers or attract new customers to the brand. Such marketing expenses and promotional activities, which could include
discounting our products, could adversely impact our results.
Persons or marketing partners who endorse our products could take actions that harm their reputations, which could also
cause harm to our brand. From time to time, in response to changes in the business environment and the audience share of
marketing channels, we expect to reallocate marketing resources across social media and other channels. That reallocation
may not be effective or as successful as the marketing and advertising allocations of our competitors, which could
negatively impact the amount and timing of our revenues.
Our franchise business model presents a number of risks.
Our success increasingly relies on the financial success and cooperation of our franchisees, yet we have limited influence
over their operations. Our franchisees manage their businesses independently, and therefore are responsible for the day-
to-day operation of their restaurants. The revenues we realize from franchised restaurants are largely dependent on the
ability of our franchisees to grow their sales. If our franchisees do not experience sales growth, our revenues and margins
could be negatively affected as a result. Also, if sales trends worsen for franchisees, especially in emerging markets and/or
high cost markets, their financial results may deteriorate, which could result in, among other things, higher levels of
required financial support from us, higher numbers of restaurant closures, reduced numbers of restaurant openings, delayed
or reduced payments to us, or increased franchisee assistance, which reduces our revenues.
Our success also increasingly depends on the willingness and ability of our franchisees to remain aligned with us on
operating, promotional and marketing plans. Franchisees’ ability to continue to grow is also dependent in large part on the
availability of franchisee funding at reasonable interest rates and may be negatively impacted by the financial markets in
general or by the creditworthiness of our franchisees. Our operating performance could also be negatively affected if our
franchisees experience food safety or other operational problems or project an image inconsistent with our brand and
values, particularly if our contractual and other rights and remedies are limited, costly to exercise or subjected to litigation.
If franchisees do not successfully operate restaurants in a manner consistent with our required standards, the brand’s image
and reputation could be harmed, which in turn could hurt our business and operating results.
The issuance of shares of our Series B Preferred Stock to Starboard and its permitted transferees dilutes the ownership
and relative voting power of holders of our common stock and may adversely affect the market price of our common stock.
Pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) among the Company and certain
funds affiliated with or managed by Starboard Value LP (“Starboard”), the Company sold 200,000 shares of our newly
designated Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) to Starboard
on February 3, 2019 (the “Closing”), with Starboard having the option to purchase up to an additional 50,000 shares of
Series B Preferred Stock on or prior to March 29, 2019.
The initial shares sold to Starboard at the Closing represent approximately 11% of our outstanding common stock on an
as-converted basis, and would represent in the aggregate an estimated 14% of our outstanding common stock on an as-
converted basis assuming Starboard exercised in full their option to purchase an additional 50,000 shares of Series B
Preferred Stock. The Series B Preferred Stock is convertible at the option of the holders at any time into shares of common
stock based on the conversion rate determined by dividing $1,000, the stated value of the Series B Preferred Stock, by
$50.06.
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Because holders of our Series B Preferred Stock are entitled to vote, on an as-converted basis, together with holders of our
common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series B Preferred
Stock to Starboard effectively reduces the relative voting power of the holders of our common stock.
In addition, the conversion of the Series B Preferred Stock into common stock would dilute the ownership interest of
existing holders of our common stock. Furthermore, following expiration of Starboard’s one-year lock-up period, any sales
in the public market of the common stock issuable upon conversion of the Series B Preferred Stock could adversely affect
prevailing market prices of our common stock. We granted Starboard customary registration rights in respect of their
shares of Series B Preferred Stock and any shares of common stock issued upon conversion of the Series B Preferred
Stock. These registration rights would facilitate the resale of such securities into the public market, and any such resale
would increase the number of shares of our common stock available for public trading. Sales by Starboard of a substantial
number of shares of our common stock in the public market, or the perception that such sales might occur, could have a
material adverse effect on the price of our common stock.
Our Series B Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights
of our common stockholders, which could adversely affect our liquidity and financial condition, result in the interests of
Starboard differing from those of our common stockholders and delay or prevent an attempt to take over the Company.
Starboard, as the holder of our Series B Preferred Stock, has a liquidation preference entitling it to be paid, before any
payment may be made to holders of our common stock in connection with a liquidation event, an amount per share of
Series B Preferred Stock equal to the greater of (i) the stated value thereof plus accrued and unpaid dividends and (ii) the
amount that would have been received had such share of Series B Preferred Stock been converted into common stock
immediately prior to such liquidation event.
Holders of Series B Preferred Stock are entitled to a preferential cumulative dividend at the rate of 3.6% per annum,
payable quarterly in arrears. On the third anniversary of the date of issuance, each holder of Series B Preferred Stock will
have the right to increase the dividend on the shares of Series B Preferred Stock held by such holder to 5.6%, and on the
fifth anniversary of the date of issuance, each holder will have the right to increase the dividend on the shares of Series B
Preferred Stock held by such holder to 7.6% (in each case subject to the Company’s right to redeem such shares of Series B
Preferred Stock for cash).
The holders of our Series B Preferred Stock also have certain redemption rights or put rights, including the right on any
date following November 6, 2026 to require us to repurchase all or any portion of the Series B Preferred Stock. Holders
of the Series B Preferred Stock also have the right, subject to certain exceptions, to require us to repurchase all or any
portion of the Series B Preferred Stock upon certain change of control events.
These dividend and share repurchase obligations could impact our liquidity and reduce the amount of cash flows available
for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes. Our
obligations to Starboard, as the initial holder of our Series B Preferred Stock, could also limit our ability to obtain additional
financing or increase our borrowing costs, which could have an adverse effect on our financial condition. The preferential
rights could also result in divergent interests between Starboard and holders of our common stock. Furthermore, a sale of
our Company, as a change of control event, may require us to repurchase Series B Preferred Stock, which could have the
effect of making an acquisition of the Company more expensive and potentially deterring proposed transactions that may
otherwise be beneficial to our stockholders.
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Starboard may exercise influence over us, including through its ability to designate up to two members of our Board of
Directors.
The transaction documents entered into in connection with the sale of the Series B Preferred Stock to Starboard grant to
Starboard consent rights with respect to certain actions by us, including:
amending our organizational documents in a manner that would have an adverse effect on the Series B Preferred
Stock;
issuing securities that are senior to, or equal in priority with, the Series B Preferred Stock; and
increasing the maximum number of directors on our Board to more than eleven persons or twelve persons, subject
to the terms of the Governance Agreement (the “Governance Agreement”) entered into in connection with the
Securities Purchase Agreement.
The Securities Purchase Agreement also imposes a number of affirmative and negative covenants on us. As a result,
Starboard has the ability to influence the outcome of matters submitted for the vote of the holders of our common stock.
Starboard and its affiliates are in the business of making or advising on investments in companies, including businesses
that may directly or indirectly compete with certain portions of our business, and they may have interests that diverge
from, or even conflict with, those of our other stockholders. They may also pursue acquisition opportunities that may be
complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
In addition, the terms of the Governance Agreement grant Starboard certain rights to designate directors to be nominated
for election by holders of our common stock. For so long as certain criteria set forth in the Governance Agreement are
satisfied, including that Starboard beneficially own, in the aggregate, at least (i) 89,264 shares of Series B Preferred Stock
or (ii) the lesser of 5.0% of the Company’s then-outstanding common stock (on an as-converted basis, if applicable) and
1,783,141 shares of issued and outstanding common stock (subject to adjustment for stock splits, reclassifications,
combinations and similar adjustments), Starboard has the right to designate two directors for election to our Board,
consisting of one nominee who is affiliated with Starboard and one independent nominee.
The directors designated by Starboard also are entitled to serve on committees of our Board, subject to applicable law and
stock exchange rules. Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable
law, the interests of the directors designated by Starboard may differ from the interests of our security holders as a whole
or of our other directors.
We may not be able to raise the funds necessary to finance a required repurchase of our Series B Preferred Stock.
After November 6, 2026, each holder of Series B Preferred Stock will have the right, upon 90 days’ notice, to require the
Company to repurchase all or any portion of the Series B Preferred Stock for cash at a price equal to $1,000 per share of
Series B Preferred Stock plus all accrued but unpaid dividends. In addition, upon certain change of control events, holders
of Series B Preferred Stock can require us, subject to certain exceptions, to repurchase any or all of their Series B Preferred
Stock.
It is possible that we would not have sufficient funds to make any required repurchase of Series B Preferred Stock.
Moreover, we may not be able to arrange financing, to pay the repurchase price.
We plan to invest proceeds from the sale of Series B Preferred Stock to advance our strategic priorities, and failure to
realize the anticipated benefits of these investments could adversely impact our business and financial results.
We plan to use approximately half of the proceeds of Starboard’s investment to reduce the outstanding principal amount
under our revolving credit facility. The remaining proceeds, combined with the additional borrowing availability under
the revolving credit facility as a result of the debt repayment, is expected to provide financial flexibility that enables us to
make investments in our business, including investments in our brand, products, technology, human capital and unit
economics. However, we may not be able to implement and realize the anticipated benefits from these investments. Events
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and circumstances, such as financial or unforeseen difficulties, delays and unexpected costs may occur that could result in
our not realizing desired outcomes. Any failure to implement the proceeds from the investment in accordance with our
expectations could adversely affect our financial results.
Changes in privacy laws could adversely affect our ability to market our products effectively.
We rely on a variety of direct marketing techniques, including email, text messages and postal mailings. Any future
restrictions in federal, state or foreign laws regarding marketing and solicitation or domestic or international data protection
laws that govern these activities could adversely affect the continuing effectiveness of email, text messages and postal
mailing techniques and could force changes in our marketing strategies. If this occurs, we may need to develop alternative
marketing strategies, which may not be as effective and could impact the amount and timing of our revenues.
We may not be able to execute our strategy or achieve our planned growth targets, which could negatively impact our
business and our financial results.
Our growth strategy depends on our and our franchisees’ ability to open new restaurants and to operate them on a profitable
basis. We expect substantially all of our international unit growth and much of our domestic unit growth to be franchised
units. Accordingly, our profitability increasingly depends upon royalty revenues from franchisees. If our franchisees are
not able to operate their businesses successfully under our franchised business model, our results could suffer.
Additionally, we may fail to attract new qualified franchisees or existing franchisees may close underperforming locations.
Planned growth targets and the ability to operate new and existing restaurants profitably are affected by economic,
regulatory and competitive conditions and consumer buying habits. A decrease in sales, such as what we experienced in
2018, or increased 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, which could make it difficult for us to
meet our growth targets. Additionally, we or our franchisees may face challenges securing financing, finding suitable store
locations at acceptable terms or securing required domestic or foreign government permits and approvals. Declines in
comparable sales, net store openings and related operating profits significantly impacted our stock price in 2018. If we do
not improve future sales and operating results and meet our related growth targets or external expectations for net restaurant
openings or our other strategic objectives in the future, our stock price could continue to decline.
Our franchisees remain dependent on the availability of financing to remodel or renovate existing locations, upgrade
systems and enhance technology, or construct and open new restaurants. From time to time, the Company may provide
financing to certain franchisees and prospective franchisees in order to mitigate store closings, allow new units to open, or
complete required upgrades. If we are unable or unwilling to provide such financing, which is a function of, among other
things, a franchisee’s creditworthiness, the number of new restaurant openings may be slower or the rate of closures may
be higher than expected and our results of operations may be adversely impacted. To the extent we provide financing to
franchisees, our results could be negatively impacted by negative performance of these franchisee loans.
We may be adversely impacted by increases in the cost of food ingredients and other costs.
We are exposed to fluctuations in commodities. An increase in the cost or sustained high levels of the cost of cheese or
other commodities could adversely affect the profitability of our system-wide restaurant operations, particularly if we are
unable to increase the selling price of our products to offset increased costs. Cheese, representing our largest food cost,
and other commodities can be subject to significant cost fluctuations due to weather, availability, global demand and other
factors that are beyond our control. Additionally, increases in labor, mileage, insurance, fuel, and other costs could
adversely affect the profitability of our restaurant and QC Center businesses. Most of the factors affecting costs in our
system-wide restaurant operations are beyond our control, and we may not be able to adequately mitigate these costs or
pass along these costs to our customers or franchisees, given the significant competitive pricing pressures we face.
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Our dependence on a sole supplier or a limited number of suppliers for some ingredients could result in disruptions to our
business.
Domestic restaurants purchase substantially all food and related products from our QC Centers. We are dependent on
Leprino Foods Dairy Products Company (“Leprino”) as our sole supplier for cheese, one of our key ingredients. Leprino,
one of the major pizza category suppliers of cheese in the United States, currently supplies all of our cheese domestically
and substantially all of our cheese internationally. We also depend on a sole source for our supply of certain desserts,
which constitutes less than 10% of our domestic Company-owned restaurant sales. While we have no other sole sources
of supply for key ingredients or menu items, we do source other key ingredients from a limited number of suppliers.
Alternative sources of cheese, desserts, other key ingredients or menu items may not be available on a timely basis or may
not be available on terms as favorable to us as under our current arrangements.
Our Company-owned and franchised restaurants could also be harmed by a prolonged disruption in the supply of products
from or to our QC Centers due to weather, climate change, natural disasters, crop disease, food safety incidents, regulatory
compliance, labor dispute or interruption of service by carriers. In particular, adverse weather or crop disease affecting the
California tomato crop could disrupt the supply of pizza sauce to our and our franchisees’ restaurants. Insolvency of key
suppliers could also cause similar business interruptions and negatively impact our business.
Natural disasters, hostilities, social unrest and other catastrophic events may disrupt our operations or supply chain.
The occurrence of a natural disaster, hostilities, epidemic, cyber-attack, social unrest, terrorist activity or other catastrophic
events may result in the closure of our restaurants (Company-owned or franchised), our corporate office, any of our QC
Centers or the facilities of our suppliers, and can adversely affect consumer spending, consumer confidence levels and
supply availability and costs, any of which could materially adversely affect our results of operations.
Changes in purchasing practices by our domestic franchisees could harm our commissary business.
Although our domestic franchisees currently purchase substantially all food products from our QC Centers, the only
required QC Center purchases by franchisees are pizza sauce, dough and other items we may designate as proprietary or
integral to our system. Any changes in purchasing practices by domestic franchisees, such as seeking alternative approved
suppliers of ingredients or other food products, could adversely affect the financial results of our QC Centers and the
Company.
Our current insurance may not be adequate and we may experience claims in excess of our reserves.
Our insurance programs for workers’ compensation, owned and non-owned vehicles, general liability, property and team
member health insurance coverage are funded by the Company up to certain retention levels, generally ranging from
$100,000 to $1 million. These insurance programs may not be adequate to protect us, and it may be difficult or impossible
to obtain additional coverage or maintain current coverage at a reasonable cost. We also have experienced increasing
claims volatility and higher related costs for workers’ compensation, owned and non-owned vehicles and health claims.
We estimate loss reserves based on historical trends, actuarial assumptions and other data available to us, but we may not
be able to accurately estimate reserves. If we experience claims in excess of our projections, our business could be
negatively impacted. Our franchisees could be similarly impacted by higher claims experience, hurting both their
operating results and/or limiting their ability to maintain adequate insurance coverage at a reasonable cost.
Our international operations are subject to increased risks and other factors that may make it more difficult to achieve or
maintain profitability or meet planned growth rates.
Our international operations could be negatively impacted by volatility and instability in international economic, political,
security or health conditions in the countries in which the Company or our franchisees operate, especially in emerging
markets. In addition, there are risks associated with differing business and social cultures and consumer preferences. We
may face limited availability for restaurant locations, higher location costs and difficulties in franchisee selection and
financing. We may be subject to difficulties in sourcing and importing high-quality ingredients (and ensuring food safety)
in a cost-effective manner, hiring and retaining qualified team members, marketing effectively and adequately investing
in information technology, especially in emerging markets.
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Our international operations are also subject to additional risk factors, including import and export controls, compliance
with anti-corruption and other foreign laws, difficulties enforcing intellectual property and contract rights in foreign
jurisdictions, and the imposition of increased or new tariffs or trade barriers. We intend to continue to expand
internationally, which would make the risks related to our international operations more significant over time.
Our international results, which are now completely franchised, depend heavily on the operating capabilities and financial
strength of our franchisees. Any changes in the ability of our franchisees to run their stores profitably in accordance with
our operating procedures, or to effectively sub franchise stores, could result in brand damage, a higher number of restaurant
closures and a reduction in the number of new restaurant openings.
Sales made by our franchisees in international markets and certain loans we provide to such franchisees are denominated
in their local currencies, and fluctuations in the U.S. dollar occur relative to the local currencies. Accordingly, changes in
currency exchange rates will cause our revenues, investment income and operating results to fluctuate. We have not
historically hedged our exposure to foreign currency fluctuations. Our international revenues and earnings may be
adversely impacted as the U.S. dollar rises against foreign currencies because the local currency will translate into fewer
U.S. dollars. Additionally, the value of certain assets or loans denominated in local currencies may deteriorate. Other
items denominated in U.S. dollars including product imports or loans may also become more expensive, putting pressure
on franchisees’ cash flows.
We are subject to risks associated with the withdrawal of the United Kingdom from the European Union (“Brexit”). In
March 2017, the United Kingdom formally notified the European Union of its intention to withdraw, and withdrawal
negotiations began in June 2017. European Union rules provide for a two-year negotiation period, ending on March 29,
2019, unless an extension is agreed to by the parties. There remains significant uncertainty about the future relationship
between the United Kingdom and the European Union, including the possibility of the United Kingdom leaving the
European Union without a negotiated and bilaterally approved withdrawal plan. We have significant operations in both
the United Kingdom and the European Union. We depend on the free flow of labor and goods in those regions. The ongoing
uncertainty and potential of border controls and customs duties on trade between the United Kingdom and European Union
nations could negatively impact our business. The impact of Brexit will depend on the terms of any agreement the United
Kingdom and the European Union reach to provide access to markets. As of December 30, 2018, 30.1% of our total
international restaurants are in countries within the European Union.
We are subject to debt covenant restrictions.
Our credit agreement, as amended in October 2018, contains affirmative and negative covenants, including financial
covenants. If a covenant violation occurs or is expected to occur, we would be required to seek a waiver or amendment
from the lenders under the credit agreement. The failure to obtain a waiver or amendment on a timely basis would result
in our inability to borrow additional funds or obtain letters of credit under our credit agreement and allow the lenders under
our credit agreement to declare our loan obligations due and payable, require us to cash collateralize outstanding letters of
credit or increase our interest rate. If any of the foregoing events occur, we would need to refinance our debt, or renegotiate
or restructure, the terms of the credit agreement.
With our indebtedness, we may have reduced availability of cash flow for other purposes. Increases in interest rates would
also increase our debt service costs and could materially impact our profitability as well as the profitability of our
franchisees.
Current debt levels under our existing credit facility may reduce available cash flow to plan for or react to business changes,
changes in the industry or any general adverse economic conditions. Under our credit facility, we are exposed to variable
interest rates. We have entered into interest rate swaps that fix a significant portion of our variable interest rate risk.
However, by using a derivative instrument to hedge exposures to changes in interest rates, we also expose ourselves to
credit risk. Credit risk is due to the possible failure of the counterparty to perform under the terms of the derivative contract.
Higher inflation, and a related increase in costs, including rising interest rates, could also impact our franchisees and their
ability to open new restaurants or operate existing restaurants profitably.
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Increasingly complex laws and regulations could adversely affect our business.
We operate in an increasingly complex regulatory environment, and the cost of regulatory compliance is increasing. Our
failure, or the failure of any of our franchisees, to comply with applicable U.S. and international labor, health care, food,
health and safety, consumer protection, anti-bribery and corruption, competition, environmental and other laws may result
in civil and criminal liability, damages, fines and penalties. Enforcement of existing laws and regulations, changes in legal
requirements, and/or evolving interpretations of existing regulatory requirements may result in increased compliance costs
and create other obligations, financial or otherwise, that could adversely affect our business, financial condition or
operating results. Increased regulatory scrutiny of food matters and product marketing claims, and increased litigation and
enforcement actions may increase compliance and legal costs and create other obligations that could adversely affect our
business, financial condition or operating results. Governments may also impose requirements and restrictions that impact
our business. For example, some local government agencies have implemented ordinances that restrict the sale of certain
food or drink products.
Compliance with new or additional domestic and international government laws or regulations, including the European
Union General Data Protection Regulation (“GDPR”), which became effective in May 2018 could increase costs for
compliance. These laws and regulations are increasing in complexity and number, change frequently and increasingly
conflict among the various countries in which we operate, which has resulted in greater compliance risk and costs. If we
fail to comply with these laws or regulations, we could be subject to reputational damage and significant litigation,
monetary damages, regulatory enforcement actions or fines in various jurisdictions. For example, a failure to comply with
the GDPR could result in fines up to the greater of €20 million or 4% of annual global revenues.
Higher labor costs and increased competition for qualified team members increase the cost of doing business and ensuring
adequate staffing in our restaurants. Additionally, changes in employment and labor laws, including health care
legislation and minimum wage increases, could increase costs for our system-wide operations.
Our success depends in part on our and our franchisees’ ability to recruit, motivate and retain a qualified workforce to
work in our restaurants in an intensely competitive environment. Increased costs associated with recruiting, motivating
and retaining qualified employees to work in Company-owned and franchised restaurants have had a negative impact on
our Company-owned restaurant margins and the margins of franchised restaurants. Competition for qualified drivers also
continues to increase as more companies compete for drivers or enter the delivery space, including third party aggregators.
Additionally, economic actions, such as boycotts, protests, work stoppages or campaigns by labor organizations, could
adversely affect us (including our ability to recruit and retain talent) or our franchisees and suppliers whose performance
may have a material impact on our results. Social media may be used to foster negative perceptions of employment with
our Company in particular or in our industry generally, and to promote strikes or boycotts.
We are also subject to federal, state and foreign laws governing such matters as minimum wage requirements, overtime
compensation, benefits, working conditions, citizenship requirements and discrimination and family and medical leave.
Labor costs and labor-related benefits are primary components in the cost of operation of our restaurants and QC Centers.
Labor shortages, increased employee turnover and health care mandates could increase our system-wide labor costs.
A significant number of hourly personnel are paid at rates close to the federal and state minimum wage requirements.
Accordingly, the enactment of additional state or local minimum wage increases above federal wage rates or regulations
related to exempt employees has increased and could continue to increase labor costs for our domestic system-wide
operations.
The Affordable Care Act, enacted in 2010, requires employers such as us to provide health insurance for all qualifying
employees in the United States or pay penalties for not providing coverage. We, like other industry competitors, are
complying with the law and are providing more extensive health benefits to employees than we had previously provided,
and are subsidizing a larger portion of their insurance premiums. These additional costs, or costs related to future healthcare
regulation, could negatively impact our operational results. In addition, our franchisees subject to the ACA or future
healthcare legislation could face additional cost pressures from compliance with the legislation, which could reduce their
future expansion of units.
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We depend on the continued service and availability of key management personnel, and failure to successfully execute
succession planning and attract talented team members could harm our Company and brand.
Effective January 1, 2018, the Company appointed Steve Richie to serve as Chief Executive Officer, succeeding Mr.
Schnatter in that role. In addition to the Chief Executive Officer succession at the beginning of 2018, we executed a
significant management reorganization in the fall of 2018 to drive the future growth of the Company. If the new
management team is not successful in executing our strategy, our operating results and prospects for future growth may
be adversely impacted. Failure to effectively identify, develop and retain other key personnel, recruit high-quality
candidates and ensure smooth management and personnel transitions could also disrupt our business and adversely affect
our results.
The concentration of stock ownership with Mr. Schnatter may influence the outcome of certain matters requiring
stockholder approval.
The concentration of stock ownership by Mr. Schnatter allows him to substantially influence the outcome of certain matters
requiring stockholder approval. Mr. Schnatter’s beneficial ownership is approximately 31% of our outstanding common
stock. As a result, he may be able to substantially influence the strategic direction of the Company and the outcome of
matters requiring approval by our stockholders, and the interests of Mr. Schnatter may differ from the interests of our
stockholders as a whole.
We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to invest
in or adapt to technological developments or industry trends could harm our business.
We rely heavily on information systems, including digital ordering solutions, through which over half of our domestic
sales originate. We also rely heavily on point-of-sale processing in our Company-owned and franchised restaurants for
data collection and payment systems for the collection of cash, credit and debit card transactions, and other processes and
procedures. Our ability to efficiently and effectively manage our business depends on the reliability and capacity of these
technology systems. In addition, we anticipate that consumers will continue to have more options to place orders digitally,
both domestically and internationally. We plan to invest some of the proceeds from Starboard’s investment into enhancing
and improving the functionality and features of our information technology systems. However, we cannot ensure that this
initiative will be beneficial to the extent, or within the timeframes, expected or that the estimated improvements will be
realized as anticipated or at all. Our failure to adequately invest in new technology, adapt to technological developments
and industry trends, particularly our digital ordering capabilities, could result in a loss of customers and related market
share. Notwithstanding adequate investment in new technology, our marketing and technology initiatives may not be
successful in improving our comparable sales results. Additionally, we are in an environment where the technology life
cycle is short and consumer technology demands are high, which requires continued reinvestment in technology which
will increase the cost of doing business and will increase the risk that our technology may not be customer centric or could
become obsolete, inefficient or otherwise incompatible with other systems.
We rely on our international franchisees to maintain their own point-of-sale and online ordering systems, which are often
purchased from third-party vendors, potentially exposing international franchisees to more operational risk, including
cyber and data privacy risks and governmental regulation compliance risks.
Disruptions of our critical business or information technology systems could harm our ability to compete and conduct our
business.
Our critical business and information technology systems could be damaged or interrupted by power loss, various
technological failures, user errors, cyber-attacks, sabotage or acts of God. In particular, the Company and our franchisees
may experience occasional interruptions of our digital ordering solutions, which make online ordering unavailable or slow
to respond, negatively impacting sales and the experience of our customers. If our digital ordering solutions do not perform
with adequate speed and security, our customers may be less inclined to return to our digital ordering solutions.
Part of our technology infrastructure, such as our domestic FOCUS point-of-sale system, is specifically designed for us
and our operational systems, which could cause unexpected costs, delays or inefficiencies when infrastructure upgrades
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are needed or prolonged and widespread technological difficulties occur. Significant portions of our technology
infrastructure, particularly in our digital ordering solutions, are provided by third parties, and the performance of these
systems is largely beyond our control. Failure of our third-party systems and backup systems to adequately perform,
particularly as our online sales grow, could harm our business and the satisfaction of our customers. Such third-party
systems could be disrupted either through system failure or if third party vendor patents and contractual agreements do not
afford us protection against similar technology. In addition, we may not have or be able to obtain adequate protection or
insurance to mitigate the risks of these events or compensate for losses related to these events, which could damage our
business and reputation and be expensive and difficult to remedy or repair.
We rely on third parties for certain business processes and services, and failure or inability of such third-party vendors to
perform subjects us to risks, including business disruption and increased costs.
We depend on suppliers and other third parties to operate our business. Some third-party business processes we utilize
include information technology, gift card authorization and processing, other payment processing, benefits, and other
accounting and business services. We conduct third-party due diligence and seek to obtain contractual assurance that our
vendors will maintain adequate controls, such as adequate security against data breaches. However, the failure of our
suppliers to maintain adequate controls or comply with our expectations and standards could have a material adverse effect
on our business, financial condition, and operating results.
Failure to maintain the integrity of internal or customer data could result in damage to our reputation, loss of sales, and/or
subject us to litigation, penalties or significant costs.
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 and customers housed in the various information systems we use. Constantly changing
information security threats, particularly persistent cyber security threats, pose risks to the security of our systems and
networks, and the confidentiality, availability and integrity of our data and the availability and integrity of our critical
business functions. As techniques used in cyber-attacks evolve, we may not be able to timely detect threats or anticipate
and implement adequate security measures. The integrity and protection of the customer, employee, franchisee and
Company data are critical to us. Our information technology systems and databases, and those provided by our third-party
vendors, including international vendors, have been and will continue to be subject to computer viruses, malware attacks,
unauthorized user attempts, phishing and denial of service and other malicious cyber-attacks. The failure to prevent fraud
or security breaches or to adequately invest in data security could harm our business and revenues due to the reputational
damage to our brand. Such a breach could also result in litigation, regulatory actions, penalties, and other significant costs
to us and have a material adverse effect on our financial results. These costs could be significant and well in excess of our
cyber insurance coverage.
We have been and will continue to be subject to various types of investigations and litigation, including collective and
class action litigation, which could subject us to significant damages or other remedies.
We are subject to the risk of investigations and litigation from various parties, including vendors, customers, franchisees,
state and federal agencies, stockholders and employees. From time to time, we are involved in a number of lawsuits,
claims, investigations, and proceedings consisting of securities, intellectual property, employment, consumer, personal
injury, corporate governance, commercial and other matters arising in the ordinary course of business.
We have been subject to claims in cases containing collective and class action allegations. Plaintiffs in these types of
lawsuits often seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss and defense
costs relating to such lawsuits may not be accurately estimated. Litigation trends involving the relationship between
franchisors and franchisees, personal injury claims, employment law and intellectual property may increase our cost of
doing business. We evaluate all of the claims and proceedings involving us to assess the expected outcome, and where
possible, we estimate the amount of potential losses to us. In many cases, particularly collective and class action cases, we
may not be able to estimate the amount of potential losses and/or our estimates may prove to be insufficient. These
assessments are made by management based on the information available at the time made and require the use of a
significant amount of judgment, and actual outcomes or losses may materially differ. Regardless of whether any claims
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against us are valid, or whether we are ultimately held liable, such litigation may be expensive to defend and may divert
resources away from our operations and negatively impact earnings. Further, we may not be able to obtain adequate
insurance to protect us from these types of litigation matters or extraordinary business losses.
We may be subject to harassment or discrimination claims and legal proceedings. Although our Code of Ethics and
Business Conduct policies prohibit harassment and discrimination in the workplace, in sexual or in any other form, we
have ongoing programs for workplace training and compliance, and we investigate and take disciplinary action with respect
to alleged violations, actions by our team members could violate those policies. Franchisees and suppliers are also required
to comply with all applicable laws and govern themselves with integrity. Any violations (or perceptions thereof) by our
franchisees or suppliers could have a negative impact on consumer perceptions of us and our business and create
reputational or other harm to the Company.
We may not be able to adequately protect our intellectual property rights, which could negatively affect our results of
operations.
We depend on the Papa John’s brand name and rely on a combination of trademarks, service marks, copyrights, and similar
intellectual property rights to protect and promote our brand. We believe the success of our business depends on our
continued ability to exclusively use our existing marks to increase brand awareness and further develop our brand, both
domestically and abroad. We may not be able to adequately protect our intellectual property rights, and we may be required
to pursue litigation to prevent consumer confusion and preserve our brand’s high-quality reputation. Litigation could result
in high costs and diversion of resources, which could negatively affect our results of operations, regardless of the outcome.
We may be subject to impairment charges.
Impairment charges are possible due to the nature and timing of decisions we make about underperforming assets or
markets, or if previously opened or acquired restaurants perform below our expectations. This could result in a decrease
in our reported asset value and reduction in our net income.
We operate globally and changes in tax laws could adversely affect our results.
We operate globally and changes in tax laws could adversely affect our results. We have international operations and
generate substantial revenues and profits in foreign jurisdictions. The domestic and international tax environments continue
to evolve as a result of tax changes in various jurisdictions in which we operate and changes in the tax laws in certain
countries, including the United States, could impact our future net income.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 30, 2018, there were 5,303 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” as the contiguous
United States.
26
Table of Contents
North America Restaurants:
Company
Franchised
Alabama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alaska . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arizona . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arkansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Connecticut . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delaware . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
District of Columbia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hawaii . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Idaho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Iowa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kentucky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maryland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Massachusetts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michigan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minnesota . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Montana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nebraska . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nevada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Hampshire . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oregon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rhode Island . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vermont . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Washington . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
West Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wisconsin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wyoming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total U.S. Papa John’s Restaurants . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total North America Papa John’s Restaurants . . . . . . . . . . . . . . . . . . . .
27
3
—
—
—
—
—
—
—
—
63
100
—
—
8
43
—
16
46
—
—
59
—
—
—
—
42
—
—
—
—
—
—
—
102
—
—
—
—
—
—
9
—
33
95
—
—
26
—
—
—
—
645
—
645
78
11
75
25
195
50
8
17
10
225
71
14
13
85
92
24
18
66
59
3
41
12
43
40
28
31
9
14
24
3
52
16
81
78
9
162
40
16
85
4
68
13
79
209
30
1
119
48
22
28
10
2,554
138
2,692
Total
81
11
75
25
195
50
8
17
10
288
171
14
13
93
135
24
34
112
59
3
100
12
43
40
28
73
9
14
24
3
52
16
81
180
9
162
40
16
85
4
77
13
112
304
30
1
145
48
22
28
10
3,199
138
3,337
Table of Contents
International Restaurants:
Azerbaijan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bahamas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bahrain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Belarus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bolivia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cayman Islands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costa Rica . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cyprus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dominican Republic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Egypt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
El Salvador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guatemala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Iraq . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ireland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Israel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kazakhstan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kuwait . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kyrgyzstan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Morocco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nicaragua . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Panama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Philippines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Puerto Rico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Qatar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Russia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Saudi Arabia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trinidad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tunisia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Arab Emirates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Venezuela . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total International Papa John’s Restaurants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchised
6
2
20
15
5
2
87
209
46
24
8
18
17
49
25
3
3
13
1
78
4
3
149
41
3
101
6
18
4
9
12
41
18
6
27
21
199
27
72
7
6
62
45
415
39
1,966
Note: Company-owned Papa John’s restaurants include restaurants owned by majority-owned subsidiaries. There were
183 such restaurants at December 30, 2018 (59 in Maryland, 95 in Texas, 26 in Virginia, and 3 in Georgia).
Most Papa John’s Company-owned restaurants are located in leased space. The initial term of most domestic restaurant
leases is generally five years with most leases providing for one or more options to renew for at least one additional term.
28
Table of Contents
Generally, the leases are triple net leases, which require us to pay all or a portion of the cost of insurance, taxes and utilities.
As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain
restaurants, we are also contingently liable for payment of approximately 124 domestic leases.
Nine of our 12 North America QC Centers are located in leased space. Our remaining three locations are in buildings we
own. Additionally, our corporate headquarters and our printing operations located in Louisville, KY are in buildings owned
by us.
At December 30, 2018, we leased and subleased 344 Papa John’s restaurant sites to franchisees in the United Kingdom.
The initial lease terms on the franchised sites in the United Kingdom are generally 10 to 15 years. The initial lease terms
of the franchisee subleases are generally five to ten years. We own a full-service QC Center in the United Kingdom.
Item 3. Legal Proceedings
The Company is involved in a number of lawsuits, claims, investigations and proceedings, consisting of intellectual
property, employment, consumer, commercial and other matters arising in the ordinary course of business. In accordance
with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 450, “Contingencies,”
the Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company’s
Consolidated Financial Statements. We review these provisions at least quarterly and adjust these provisions to reflect the
impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a
particular case. We also are involved in litigation with our founder, John H. Schnatter, and are a defendant in a securities
class action lawsuit. See “Note 19” of “Notes to Consolidated Financial Statements” for additional information.
Item 4. Mine Safety Disclosures
None.
29
Table of Contents
Set forth below are the current executive officers of Papa John’s:
EXECUTIVE OFFICERS OF THE REGISTRANT
Name
Age (a)
Position
Steve M. Ritchie
44
President and Chief Executive Officer
Michael R. Nettles
52
Executive Vice President, Chief Operating and
Growth Officer
Joseph H. Smith
55
Senior Vice President, Chief Financial Officer
Marvin Boakye
45
Chief People Officer
Caroline Miller Oyler
53
Senior Vice President, Chief Legal and Risk
Officer
Jack H. Swaysland
54
Senior Vice President, Chief Operating
Officer – International
(a) Ages are as of January 1, 2019.
First Elected
Executive Officer
Years of
Service
2012
2018
2018
2019
2018
2018
23
2
18
-
19
12
Steve M. Ritchie was appointed President and Chief Executive Officer effective January 1, 2018 and was appointed to
serve on the Board of Directors effective February 4, 2019. He served as President and Chief Operating Officer from
July 2015 to December 31, 2017, after serving as Senior Vice President and Chief Operating Officer since May 2014.
Mr. Ritchie served as a Senior Vice President since December 2010 and in various capacities of increasing responsibility
over Global Operations & Global Operations Support and Training since July 2010. Since 2006, he also has served as a
franchise owner and operator of multiple units in the Company’s Midwest Division.
Michael R. Nettles was appointed Executive Vice President, Chief Operating and Growth Officer in October 2018 after
serving as Senior Vice President, Chief Information and Digital officer since February 2017. Prior to February 2017, Mr.
Nettles served for four years with Panera Bread serving as Vice President, Architecture and Information Technology
Strategy. Prior to Panera, Mr. Nettles served as Vice President of Tag Solutions for Goji Food Solutions from April 2011
until July of 2012 and concurrently as Founder and President of Red Chair Ventures, a foodservice technology solutions
provider from January 2009 until July of 2012.
Joseph H. Smith was appointed to Senior Vice President, Chief Financial Officer in April 2018 after serving as the
Company’s Senior Vice President, Global Sales and Development from 2016 to April 2018 and as Vice President, Global
Sales and Development from 2010 to 2016. Mr. Smith served as Vice President of Corporate Finance from 2005 to 2010
and as Senior Director of Corporate Budgeting and Finance from 2000 to 2005. Prior to joining Papa John's, Mr. Smith
served as Corporate Controller for United Catalysts, Inc. from 1998 to 2000. Mr. Smith began his career in public
accounting in 1985 at Ernst & Young. Mr. Smith is a licensed Certified Public Accountant.
Marvin Boakye was appointed Chief People Officer in January 2019. He joined Papa John’s after serving as the Vice
President Human Resources for Andeavor (which was acquired by Marathon Petroleum) from March 2017. From June
2015 to March 2017, Mr. Boakye served as Chief Human Resources Officer for MTS Allstream Inc., a Canadian
telecommunications company. From January 2010 to June 2015, he worked for The Goodyear Tire & Rubber Company
as Director Human Resources Latin America.
Caroline Miller Oyler was appointed Senior Vice President, Chief Legal and Risk Officer in October 2018. Ms. Oyler
previously served as Senior Vice President, Chief Legal Officer from May 2018 to October 2018 and Senior Vice
President, General Counsel from May 2014 to May 2018. Additionally, Ms. Oyler served as Senior Vice President, Legal
Affairs from November 2012 to May 2014 and as Vice President and Senior Counsel since joining the Company’s legal
30
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department in 1999. She also served as interim head of Human Resources from December 2008 to September 2009. Prior
to joining Papa John’s, Ms. Oyler practiced law with the firm Wyatt, Tarrant and Combs LLP.
Jack H. Swaysland was appointed to Chief Operating Officer – International in May 2018 after serving as Senior Vice
President, International since April 2016. Mr. Swaysland previously served as Vice President, International from April
2015 to April 2016, Regional Vice President, International from May 2013 to April 2015, and Vice President, International
Operations from April 2010 to May 2013. Mr. Swaysland has served in various capacities of increasing responsibility in
International Operations since joining the Company 12 years ago.
There are no family relationships between any of the directors or executive officers of the Company.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock trades on The NASDAQ Global Select Market tier of The NASDAQ Stock Market under the symbol
PZZA. As of March 4, 2019, there were 1,054 record holders of common stock. However, there are significantly more
beneficial owners of our common stock than there are record holders.
Our Board of Directors declared a quarterly dividend of $0.225 per share on January 30, 2019, that was payable on
February 22, 2019, to shareholders of record at the close of business on February 11, 2019.
We anticipate continuing the payment of quarterly cash dividends. The actual amount of such dividends is subject to
declaration by our Board of Directors and will depend upon future earnings, results of operations, capital requirements,
our financial condition and other relevant factors. Additionally, in connection with the execution of our amended Credit
Facility in October 2018, no increase in dividends per share may occur when the Leverage Ratio, as defined in the Credit
Agreement, is higher than 3.75 to 1.0. There can be no assurance that the Company will continue to pay quarterly cash
dividends at the current rate or at all.
A total of 115.2 million shares with an aggregate cost of $1.8 billion and an average price of $15.66 per share were
repurchased under a share repurchase program that began on December 9, 1999 and expired February 27, 2019. There
were no share repurchases in the fourth quarter of 2018. In connection with the execution of our amended Credit
Agreement in October 2018, the Company cannot repurchase shares when our Leverage Ratio, as defined in the Credit
Agreement, is higher than 3.75 to 1.0. As of December 30, 2018, the Leverage Ratio was 4.7 to 1.0. Please see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this
Form 10-K for additional information.
The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is
incorporated herein by reference to Part III, Item 12 of this Form 10-K.
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Table of Contents
Stock Performance Graph
The following performance graph compares the cumulative shareholder return of the Company’s common stock for the
five-year period between December 29, 2013 and December 30, 2018 to (i) the NASDAQ Stock Market (U.S.) Index and
(ii) 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). Management believes the companies included in this peer group
appropriately reflect the scope of the Company’s operations and match the competitive market in which the Company
operates. The graph assumes the value of the investments in the Company’s common stock and in each index was $100
on December 29, 2013, and that all dividends were reinvested.
300
200
100
0
Dec-13
Dec. 29, 2013
100.00
100.00
100.00
Dec-14
Dec. 28, 2014
125.16
117.56
107.29
Dec-15
Dec. 27, 2015
125.77
125.74
139.00
Dec-16
Dec. 25, 2016
200.09
138.99
144.98
Dec-17
Dec-18
Dec. 31, 2017
130.61
146.41
147.30
Dec. 30, 2018
95.80
142.89
158.66
Papa John's International, Inc.
NASDAQ Stock Market (U.S. Companies)
NASDAQ Stocks (SIC 5800‐5899 U.S. Companies) Eating and Drinking
32
Table of Contents
Item 6. Selected Financial Data
The selected financial data presented for each of the past five fiscal years were derived from our audited Consolidated
Financial Statements. The selected financial data below should be read in conjunction with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and the “Consolidated Financial Statements” and Notes
thereto included in Item 7 and Item 8, respectively, of this Form 10-K. The Company has reclassified certain prior year
amounts within the Consolidated Statements of Operations for the years ended December 31, 2017 and December 25,
2016 in order to conform with current year presentation. See “Note 24” of “Notes to Consolidated Financial Statements”
for additional information.
(In thousands, except per share data)
Income Statement Data
Revenues:
Domestic Company-owned restaurant
sales
North America franchise royalties and
fees (2)
North America commissary
International (3)
Other revenues
Total revenues (4)
Dec. 30,
Dec. 31,
Dec. 25,
Dec. 30,
Dec. 25,
2018
2017
2016
2015
52 weeks
53 weeks
52 weeks
52 weeks
2014
52 weeks
Year Ended(1)
$ 692,380 $ 816,718 $ 815,931 $ 756,307 $ 701,854
79,293
609,866
110,349
81,428
1,573,316
106,729
673,712
114,021
72,179
1,783,359
102,980
623,883
100,904
69,922
1,713,620
96,056
680,321
104,691
—
1,637,375
90,169
703,671
102,455
—
1,598,149
Refranchising and impairment
gains/(losses), net
Operating income
Legal settlement
Investment income
Interest expense
Income before income taxes
Income tax expense
Net income before attribution to noncontrolling
interests
Income attributable to noncontrolling
interests (5)
Net income attributable to the Company
Net income attributable to common
shareholders
Basic earnings per common share
Diluted earnings per common share
Basic weighted average common shares
outstanding
Diluted weighted average common shares
outstanding
$
$
$
$
(289)
30,380
—
817
(25,306)
5,891
2,646
(1,674)
151,017
—
608
(11,283)
140,342
33,817
10,222
164,523
898
785
(7,397)
158,809
49,717
—
136,307
(12,278)
794
(5,676)
119,147
37,183
(979)
117,630
—
702
(4,077)
114,255
36,558
3,245
106,525
109,092
81,964
77,697
(1,599)
1,646 $ 102,292 $ 102,820 $
(4,233)
(6,272)
(6,282)
75,682 $
(4,382)
73,315
1,646 $ 103,288 $ 102,967 $
2.76 $
2.86 $
0.05 $
2.74 $
2.83 $
0.05 $
75,422 $
1.91 $
1.89 $
72,869
1.78
1.75
32,083
36,083
37,253
39,458
40,960
Dividends declared per common share
$
0.90 $
0.85 $
0.75 $
0.63 $
32,299
36,522
37,608
40,000
41,718
0.53
Balance Sheet Data
Total assets
Total debt
Redeemable noncontrolling interests
Total stockholders’ equity (deficit)
$ 570,947 $ 555,553 $ 512,565 $ 494,058 $ 504,555
230,451
8,555
98,715
470,000
6,738
(105,954)
625,000
5,464
(302,134)
300,575
8,461
9,801
256,000
8,363
42,206
33
Table of Contents
(1) We operate on a 52-53 week fiscal year ending on the last Sunday of December of each year. The 2017 fiscal year
consisted of 53 weeks and all other years above consisted of 52 weeks. The additional week resulted in additional
revenues of approximately $30.9 million and additional income before income taxes of approximately $5.9 million,
or $0.11 per diluted share for 2017.
(2) North America franchise royalties were derived from franchised restaurant sales of $2.13 billion in 2018, $2.30 billion
in 2017 ($2.25 billion on a 52-week basis), $2.20 billion in 2016, $2.13 billion in 2015 and $2.04 billion in 2014.
(3) Includes international royalties and fees, restaurant sales for international Company-owned restaurants, and
international commissary revenues. International royalties were derived from franchised restaurant sales of $832.3
million in 2018, $761.3 million in 2017 ($744.0 million on a 52-week basis), $648.9 million in 2016, $592.7 million
in 2015 and $553.0 million in 2014. Restaurant sales for international Company-owned restaurants were $6.2 million
in 2018, $13.7 million in 2017 ($13.4 million on a 52-week basis), $14.5 million in 2016, $19.3 million in 2015 and
$23.7 million in 2014.
(4) The Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers”
in 2018. See “Notes 2, 3 and 4” of “Notes to Consolidated Financial Statements” for additional information.
(5) Represents the noncontrolling interests’ allocation of income for our joint venture arrangements.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
Papa John’s International, Inc. (referred to as the “Company,” “Papa John’s” or in the first person notations of “we,” “us”
and “our”) began operations in 1984. At December 30, 2018, there were 5,303 Papa John’s restaurants in operation,
consisting of 645 Company-owned and 4,658 franchised restaurants. Our revenues are derived from retail sales of pizza
and other food and beverage products to the general public by Company-owned restaurants, franchise royalties, and sales
of franchise and development rights. Additionally, approximately 42% to 46% of our North America revenues in each of
the last three fiscal years were derived from sales to franchisees of various items including food and paper products,
printing and promotional items and information systems equipment, and software and related services. We also derive
revenues from the operation of three international QC centers. We believe that in addition to supporting both Company
and franchised profitability and growth, these activities contribute to product quality and consistency throughout the Papa
John’s system.
We strive to obtain high-quality restaurant sites with good access and visibility and to enhance the appearance and quality
of our restaurants. We believe these factors improve our image and brand awareness. Our expansion strategy is to cluster
restaurants in targeted markets, thereby increasing consumer awareness and enabling us to take advantage of operational,
distribution and advertising efficiencies.
Detailed below is a progression of new unit growth for our Domestic and International restaurants:
Beginning - December 31, 2017
Opened
Closed
Acquired
Sold
Ending - December 30, 2018
Net unit growth - 2018
Domestic
Company-
owned
708
6
(7)
-
(62)
645
(63)
Franchised
North America
Total North
America
International
System-wide
2,733
83
(186)
62
-
2,692
(41)
3,441
89
(193)
62
(62)
3,337
(104)
1,758
304
(96)
34
(34)
1,966
208
5,199
393
(289)
96
(96)
5,303
104
The average cash investment for the six domestic traditional Company-owned restaurants opened during 2018 was
approximately $345,000, exclusive of land and any tenant improvement allowances we received, compared to $354,000
average investment for the 7 domestic traditional units opened in 2017. In recent years, we have experienced an increase
in the cost of our new restaurants primarily as a result of building larger units, an increase in the cost of certain equipment
as a result of technology enhancements, and increased costs to comply with local regulations.
Average annual Company-owned sales for our most recent domestic comparable restaurant base were $1.07 million for
2018, compared to $1.19 million ($1.17 million on a 52-week basis) for 2017 and $1.16 million for 2016. The comparable
sales for Company-owned restaurants decreased 9.0% in 2018 and increased 0.4% and 4.4% in 2017 and 2016,
respectively. “Comparable sales” represents sales generated by traditional restaurants open for the entire twelve-month
period reported. The comparable sales for North America franchised units decreased 6.7% in 2018 and 0.1% in 2017 and
increased 3.1% in 2016. The comparable sales for system-wide International units decreased 1.6% in 2018, but increased
4.4% in 2017 and 6.0% in 2016.
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Strategy
Early in 2018, we outlined five strategic priorities to improve upon the execution of the Company’s strategy, including:
People: Focus on making people a priority with advanced career opportunities and more efficient restaurant
procedures to support improved recruitment and retention.
Brand differentiation messaging: Develop improved marketing messaging that highlights our quality products
and ingredients.
Value perception: Provide everyday accessible value to consumers.
Technological advancements: Promote technological advancements with enhanced data and analytics
capabilities.
Restaurant unit economics: Invest further in our restaurants to operate more efficiently while improving the
customer experience.
We believe investments in these areas will provide the enhanced focus and support necessary to achieve our goal to build
brand loyalty over the long-term by delivering on our “BETTER INGREDIENTS. BETTER PIZZA.” promise. Despite
our recent brand challenges, we believe that we are recognized as a trusted brand and quality leader in the domestic pizza
category, and we believe that focusing on these areas will enable us to build our brand on a global basis and increase sales
and global units.
2018 Business Matters
Background on Recent Negative Publicity
We have experienced negative publicity and consumer sentiment as a result of statements by the Company’s founder and
former spokesperson John H. Schnatter in late 2017 and in July 2018, which contributed to our negative sales results in
2018. Mr. Schnatter resigned as Chairman of the Board on July 11, 2018, the same day that the media reported certain
controversial statements made by Mr. Schnatter. A Special Committee of the Board of Directors consisting of all of the
independent directors (the “Special Committee”) was formed on July 15, 2018 to evaluate and take action with respect to
all of the Company’s relationships and arrangements with Mr. Schnatter. In addition, on July 27, 2018, the Company
announced that the Board’s Lead Independent Director, Olivia F. Kirtley, had been unanimously appointed by the Board
of Directors to serve as Chairman of the Company’s Board of Directors. Following its formation, the Special Committee
terminated Mr. Schnatter’s Founder Agreement, which defined his role in the Company, among other things, as advertising
and brand spokesperson for the Company. The Special Committee, among other things, oversaw the previously announced
external audit and investigation of all the Company’s existing processes, policies and systems related to diversity and
inclusion, supplier and vendor engagement and Papa John’s culture, which is substantially complete. The Special
Committee has delivered recommendations resulting from the audit to Company management, who will implement the
recommendations, including initiatives and training regarding Diversity, Equity, and Inclusion. The Company is also
implementing various branding and marketing initiatives, including a new advertising and marketing campaign.
The negative consumer sentiment surrounding the Company’s brand has continued to impact the North America system-
wide sales and the Company cannot predict how long the negative consumer sentiment will continue. The Company also
incurred significant costs (defined as “Special charges”) as a result of the above-mentioned recent events in the second
half of 2018. We incurred $50.7 million of Special charges as follows:
franchise royalty reductions of approximately $15.4 million for all North America franchisees,
reimaging costs at nearly all domestic restaurants and replacement or write off of certain branded assets totaling
$5.8 million,
contribution of $10.0 million to the Papa John’s National Marketing Fund (“PJMF”), and
legal and professional fees, which amounted to $19.5 million, for various matters relating to the review of a wide
range of strategic opportunities for the Company that culminated in the recent strategic investment in the
Company by affiliates of Starboard Value LP, as well as a previously announced external culture audit and other
activities overseen by the Special Committee.
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The franchise royalty reductions reduce the amount of North America franchise royalties and fees revenues within our
Consolidated Statements of Operations. All other costs associated with these events are included in General and
administrative expenses within the Consolidated Statements of Operations.
The Company could continue to experience a decline in sales resulting from the aforementioned negative consumer
sentiment and incur additional charges in 2019 as a result of the recent events. The Company estimates that these costs
will amount to between $30 million and $50 million for 2019.
In September 2018, the Company began a process to evaluate a wide range of strategic options with the goal of improving
sales, maximizing value for all shareholders and serving the best interest of the Company’s stakeholders. As part of this
strategic review, the Special Committee also engaged legal and financial advisors. After extensive discussions with a wide
group of strategic and financial investors, the Special Committee concluded that an investment agreement with funds
affiliated with Starboard Value LP (together with its affiliates, “Starboard”) was in the best interest of shareholders. On
February 3, 2019, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with
Starboard pursuant to which Starboard made a $200 million strategic investment in the Company’s newly designated
Series B convertible preferred stock, par value $0.01 per share (the “Series B Preferred Stock”) with the option to make
an additional $50 million investment in the Series B Preferred Stock through March 29, 2019. In addition, the Company
has the right to offer up to 10,000 shares of Series B Preferred Stock to Papa John’s franchisees, on the same terms as to
Starboard, provided such franchisees satisfy accredited investor and other requirements of the offering under securities
laws.
The Company will use approximately half of the proceeds from the sale of the Series B Preferred Stock to reduce the
outstanding principal amount under the Company’s unsecured revolving credit facility. The remaining proceeds are
expected to be used to make investments in the business and for general corporate purposes.
In connection with Starboard’s investment, the Company expanded its Board of Directors to include two new independent
directors, Jeffrey C. Smith, Chief Executive Officer of Starboard, who was appointed Chairman of the Board, and Anthony
M. Sanfilippo, former Chairman and Chief Executive Officer of Pinnacle Entertainment, Inc. The Board of Directors
believes Mr. Smith’s business expertise and new perspectives will help support the Company’s strategy to capitalize on
its differentiated “BETTER INGREDIENTS. BETTER PIZZA.” market position and build a better pizza company for
the benefit of its shareholders, team members, franchisees and customers. In addition, the Company’s President and Chief
Executive Officer Steve Ritchie has been appointed to the Board. With the addition of the new directors, the Board
currently is comprised of nine directors, seven of whom are independent.
Critical Accounting Policies and Estimates
The results of operations are based on our Consolidated Financial Statements, which were prepared in conformity with
accounting principles generally accepted in the United States (“GAAP”). 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’s significant
accounting policies, including recently issued accounting pronouncements, are more fully described in “Note 2” of “Notes
to Consolidated Financial Statements.” Significant changes in assumptions and/or conditions in our critical accounting
policies could materially impact the operating results. We have identified the following accounting policies and related
judgments as critical to understanding the results of our operations:
Revenue Recognition and Statement of Operations Presentation
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-
09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing revenue recognition
guidance under GAAP, including industry-specific requirements, and provides companies with a single revenue
recognition framework for recognizing revenue from contracts with customers. In March and April 2016, the FASB issued
the following amendments to clarify the implementation guidance: ASU 2016-08, “Revenue from Contracts with
Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” and ASU 2016-
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10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. This
update and subsequently issued amendments (collectively “Topic 606”) requires companies to recognize revenue at
amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services
at the time of transfer. Topic 606 requires that we assess contracts to determine each separate and distinct performance
obligation. If a contract has multiple performance obligations, we allocate the transaction price using our best estimate of
the standalone selling price to each distinct good or service in the contract.
We adopted Topic 606 using the modified retrospective transition method effective January 1, 2018. Results for reporting
periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and
continue to be reported in accordance with our historical accounting under Topic 605, “Revenue Recognition.”
The cumulative effect adjustment of $21.5 million was recorded as a reduction to retained earnings as of January 1, 2018
to reflect the impact of adopting Topic 606. The impact of applying Topic 606 for 2018 included the following (dollars in
thousands, except for per share amounts):
Total revenue impact (a)
Pre-tax income impact (b)
Diluted EPS
Year Ended
December 30, 2018
$
4,010
(3,362)
(0.08)
(a) The revenue increase of $4.0 million is primarily due to the requirement to present revenues and expenses related to
marketing funds we control on a “gross” basis. This increase was partially offset by lower Company-owned restaurant
revenues attributable to the revised method of accounting for the loyalty program and required reporting of franchise
new store equipment incentives as a reduction of revenue. The marketing fund gross up is reported in the new financial
statement line items, Other revenues and Other expenses, as discussed further below.
(b) The $3.4 million decrease in pre-tax income in 2018 is primarily due to the revised method of accounting for the
loyalty program and franchise fees.
While not required as part of the adoption of Topic 606, our Statement of Operations includes newly created Other revenues
and Other expenses line items. Other revenues and Other expenses include the Topic 606 “gross up” of respective revenues
and expenses derived from certain domestic and international marketing fund co-ops we control, as previously discussed.
Additionally, Other revenues and Other expenses include various reclassifications from North America commissary and
Other, International and general and administrative expenses to better reflect and aggregate various domestic and
international services provided by the Company for the benefit of franchisees. Related 2017 amounts have also been
reclassified to conform to the new 2018 presentation. These reclassifications had no impact on total revenues or total costs
and expenses reported. See “Note 24” of “Notes to Consolidated Financial Statements” for additional information.
Allowance for Doubtful Accounts and Notes Receivable
We establish reserves for uncollectible accounts and notes receivable based on overall receivable aging levels and a
specific evaluation of accounts and notes for franchisees and other customers with known financial difficulties. Balances
are charged off against the allowance after recovery efforts have ceased.
Noncontrolling Interests
At December 30, 2018, the Company has three joint ventures consisting of 183 restaurants, which have noncontrolling
interests. During 2018, the Company refranchised 62 restaurants that were previously held in two additional joint ventures.
Consolidated net income is required to be reported separately at amounts attributable to both the parent and the
noncontrolling interests. Additionally, disclosures are required to clearly identify and distinguish between the interests of
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Table of Contents
the parent company and the interests of the noncontrolling owners, including a disclosure on the face of the Consolidated
Statements of Operations of income attributable to the noncontrolling interest holder.
The following summarizes the redemption feature, location and related accounting within the Consolidated Balance Sheets
for these three remaining joint venture arrangements:
Type of Joint Venture Arrangement
Location within the
Balance Sheets
Recorded Value
Joint venture with no redemption feature
Permanent equity Carrying value
Option to require the Company to purchase the noncontrolling interest - not
currently redeemable
Temporary equity Carrying value
See “Note 8” and “Note 9” of “Notes to Consolidated Financial Statements” for additional information.
Intangible Assets — Goodwill
We evaluate goodwill annually in the fourth quarter or whenever we identify certain triggering events or circumstances
that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Such tests are
completed separately with respect to the goodwill of each of our reporting units, which includes our domestic Company-
owned restaurants, United Kingdom (“PJUK”), China, and Preferred Marketing Solutions operations. We may perform a
qualitative assessment or move directly to the quantitative assessment for any reporting unit in any period if we believe
that it is more efficient or if impairment indicators exist.
We elected to perform a quantitative assessment for our domestic Company owned restaurants, United Kingdom
(“PJUK”), China, and Preferred Marketing Solutions operations in the fourth quarter of 2018. We considered both an
income approach and a market approach for our reporting units. The income approach used projected net cash flows
adjusted for the appropriate time value of money factors. The selected discount rate considered the risk and nature of each
reporting unit’s cash flow and the rates of return market participants would require to invest their capital in the reporting
unit. In determining the fair value from a market approach, we considered earnings before interest, taxes, depreciation and
amortization (“EBITDA”) and sales multiples that a potential buyer would pay based on third-party transactions in similar
markets.
As a result of our quantitative analyses, we determined that it was more-likely-than-not that the fair values of our reporting
units substantially exceeded their carrying amounts. Subsequent to completing our goodwill impairment tests, no
indicators of impairment were identified. See “Note 10” of “Notes to Consolidated Financial Statements” for additional
information.
Insurance Reserves
Our insurance programs for workers’ compensation, owned and non-owned automobiles, general liability, property, and
health insurance coverage provided to our employees are funded by the Company up to certain retention levels under our
retention programs. Retention limits generally range from $100,000 to $1.0 million.
Losses are accrued based upon undiscounted estimates of the liability for claims incurred using certain third-party actuarial
projections and our claims loss experience. The estimated insurance claims losses could be significantly affected should
the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves
recorded by the Company. The Company records estimated losses above retention within its reserve with a corresponding
receivable for expected amounts due from insurance carriers.
Income Tax Accounts and Tax Reserves
Papa John’s is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is
required in determining Papa John’s provision for income taxes and the related assets and liabilities. The provision for
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Table of Contents
income taxes includes income taxes paid, currently payable or receivable and those deferred. We use an estimated annual
effective rate based on expected annual income to determine our quarterly provision for income taxes. Discrete items are
recorded in the quarter in which they occur.
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets
and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences
reverse. Deferred tax assets are also recognized for the estimated future effects of tax attribute carryforwards (e.g., net
operating losses, capital losses, and foreign tax credits). The effect on deferred taxes of changes in tax rates is recognized
in the period in which the new tax rate is enacted. Valuation allowances are established when necessary on a jurisdictional
basis to reduce deferred tax assets to the amounts we expect to realize.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted, significantly decreasing the U.S. federal
income tax rate for corporations effective January 1, 2018. On that same date, the Securities and Exchange Commission
also issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax
Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date
for companies to complete the accounting under ASC 740, “Income Taxes.” As a result, we remeasured our deferred tax
assets, liabilities and related valuation allowances in 2017. This remeasurement yielded a 2017 benefit of approximately
$7.0 million due to the lower income tax rate. At December 30, 2018 the Company has completed its analysis of the Tax
Act. See “Items Impacting Comparability” and “Note 17” for additional information. Our net deferred income tax liability
was approximately $7.1 million at December 30, 2018.
Tax authorities periodically audit the Company. We record reserves and related interest and penalties for identified
exposures as income tax expense. We evaluate these issues and adjust for events, such as statute of limitations expirations,
court rulings or audit settlements, which may impact our ultimate payment for such exposures. We recognized decreases
in income tax expense of $1.7 million and $729,000 in 2017 and 2016, respectively, associated with the finalization of
certain income tax matters. There were no amounts recognized in 2018 as there were no related events. See “Note 17” of
“Notes to Consolidated Financial Statements” for additional information.
Fiscal Year
Our fiscal year ends on the last Sunday in December of each year. All fiscal years presented in the accompanying
Consolidated Financial Statements consist of 52 weeks except for the 2017 fiscal year, which consists of 53 weeks.
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Items Impacting Comparability; Non-GAAP Measures
The below table reconciles our GAAP financial results to our adjusted (non-GAAP) financial results, excluding identified
“Special items,” as detailed below. We present these non-GAAP measures because we believe the Special items impact
the comparability of our results of operations. Additionally, the impact of the Company’s 53 week fiscal year in 2017 as
compared to 52 weeks in 2018 and 2016 is highlighted below. For additional information about the special items, see
“Note 2”, “Note 9”, “Note 17” and “Note 19” of “Notes to Consolidated Financial Statements,” respectively.
(In thousands, except per share amounts)
GAAP Income before income taxes
Special items:
Special charges (1)
Refranchising and impairment gains/(losses), net (2)(6)
Legal settlement (7)
Adjusted income before income taxes
53rd week of operations
Adjusted income before income taxes - 52 weeks
GAAP Net income
Special items, net of income taxes:
Special charges (1)(3)
Refranchising and impairment gains/(losses), net (2)(3)(6)
Legal settlement (3)(7)
Tax impact of China refranchising (2)
U.S. tax legislation effect on deferred taxes (4)
Equity compensation tax benefit (3)(5)
Net income, as adjusted
53rd week of operations
Adjusted net income
GAAP Diluted Earnings per share
Special items:
Special charges (1)
Refranchising and impairment gains/(losses), net (2)(6)
Legal settlement (7)
Tax impact of China refranchising (2)
U.S. tax legislation effect on deferred taxes (4)
Equity compensation tax benefit (5)
Adjusted diluted earnings per share
53rd week of operations
Adjusted diluted earnings per share - 52 weeks
Dec. 30,
2018
$ 5,891
50,732
289
—
56,912
—
$ 56,912
Year Ended
Dec. 31,
2017
$140,342
—
1,674
—
142,016
(5,900)
$136,116
Dec. 25,
2016
$158,809
—
(10,222)
(898)
147,689
—
$147,689
$ 1,646
$102,292
$102,820
38,957
222
—
2,435
—
—
43,260
—
$ 43,260
—
1,323
—
—
(7,020)
(1,879)
94,716
(3,900)
$ 90,816
—
(6,455)
(567)
—
—
—
95,798
—
$ 95,798
$ 0.05
$
2.83
$
2.74
1.21
0.01
—
0.07
—
—
1.34
—
$ 1.34
—
0.04
—
—
(0.20)
(0.05)
2.62
(0.11)
2.51
$
—
(0.17)
(0.02)
—
—
—
2.55
—
2.55
$
(1) 'Special charges' is defined as the costs and expenses in response to recent events including: (i) re-imaging costs at
nearly all domestic restaurants and costs to replace or write-off certain branded assets of approximately $5.8 million,
(ii) financial assistance to domestic franchisees, such as short-term royalty reductions, in an effort to mitigate closings
of approximately $15.4 million, and (iii) contributions to the national marketing fund of $10.0 million to increase
marketing and promotional activities, and (iv) costs totaling approximately $19.5 million associated with the activities
of the Special Committee of the Board of Directors, including legal and advisory costs related to the review of a wide
range of strategic opportunities that culminated in Starboard’s strategic investment in the Company by affiliates of
Starboard Value LP, as well as a third-party audit of the culture of Papa John’s.
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Table of Contents
(2) The refranchising and impairment (gains)/losses, net loss of $289,000 before tax and $222,000 net loss after tax in
2018 are primarily due to the loss associated with the China refranchise of the 34 Company-owned restaurants and
the quality control center in China with impairment losses related to these stores in 2017 and 2016, substantially offset
by refranchising gains related to the refranchising of 62 Company-owned restaurants in North America in 2018. We
also had $2.4 million of additional tax expense associated with the China refranchise. This additional tax expense is
primarily attributable to the required recapture of operating losses previously taken by Papa John’s International.
(3) Tax effect was calculated using the Company's full year marginal rate of 23.2%, 21.0% and 36.9% for 2018, 2017
and 2016, respectively.
(4) The U.S. income tax legislation effect on deferred taxes is related to the remeasurement of the net deferred tax liability
due to the Tax Cuts and Jobs Act in 2017.
(5) 2017 also includes the favorable impact of adopting the new guidance for accounting for share-based compensation.
This guidance requires excess tax benefits recognized on stock-based awards to be recorded as a reduction of income
tax expense rather than stockholders’ equity. Beginning in 2018, and on a go-forward basis, the benefit or reduction
in income from this change will not be shown as an adjustment in GAAP results.
(6) 2016 includes a refranchising gain from the sale of the Phoenix Company–owned market with 42 restaurants to a
franchisee.
(7) 2016 legal settlement represents the favorable 2016 finalization related to the collective and class action litigation,
Perrin v. Papa John’s International, Inc. and Papa John’s USA, Inc.
The non-GAAP results previously shown and within this document, which exclude Special items, should not be construed
as a substitute for or a better indicator of the Company’s performance than the Company’s GAAP results. Management
believes presenting certain financial information without the Special items is important for purposes of comparison to prior
year results. In addition, management uses these metrics to evaluate the Company’s underlying operating performance and
to analyze trends. See “Results of Operations” for further analysis regarding the impact of the Special items.
In addition, we present free cash flow in this report, which is a non-GAAP measure. We define free cash flow as net cash
provided by operating activities (from the Consolidated Statements of Cash Flows) less the purchases of property and
equipment. We view free cash flow as an important measure because it is one factor that management uses in determining
the amount of cash available for discretionary investment. Free cash flow is not a term defined by GAAP, and as a result,
our measure of free cash flow might not be comparable to similarly titled measures used by other companies. Free cash
flow should not be construed as a substitute for or a better indicator of our performance than the Company’s GAAP
measures. See “Liquidity and Capital Resources” for a reconciliation of free cash flow to the most directly comparable
GAAP measure.
We also present Operating margin (loss) in this report. Operating margin (loss) is not a measure defined by GAAP and
should not be considered in isolation, or as an alternative to evaluation of the Company’s financial performance. In addition
to an evaluation of GAAP consolidated income before income taxes, we believe the presentation of operating margin (loss)
is beneficial as it represents an additional measure used by the Company to further evaluate operating efficiency and
performance of the various business units. Additionally, operating margin (loss) discussion may be helpful for comparison
within the industry. The operating margin (loss) results detailed herein can be calculated by business unit based on the
specific revenue and operating expense line items on the face of the Consolidated Statements of Operations. Consolidated
income before income taxes reported includes general and administrative expenses, depreciation and amortization,
refranchising losses and net interest expense that have been excluded from this operating margin (loss) calculation. See
“Results of Operations – costs and expenses” for a reconciliation of operating margin (loss) to the most directly comparable
GAAP measure.
The presentation of the non-GAAP measures in this report is made alongside the most directly comparable GAAP
measures.
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Table of Contents
Percentage Relationships and Restaurant Data and Unit Progression
The following tables set forth the percentage relationship to total revenues, unless otherwise indicated, of certain income
statement data, and certain restaurant data for the years indicated. Certain prior year data has been reclassified, with no
impact on total revenues or total expenses, to conform to current year presentation. See “Note 24” of “Notes to
Consolidated Financial Statements” for additional information.
Income Statement Data:
Revenues:
Domestic Company-owned restaurant sales
North America franchise royalties and fees
North America commissary
International
Other revenues
Total revenues
Costs and expenses:
Operating costs (excluding depreciation and amortization shown separately
below):
Domestic Company-owned restaurant operating expense (2)
North America commissary (3)
International operating expense (4)
Other expenses (5)
General and administrative expenses
Depreciation and amortization
Total costs and expenses
Refranchising and impairment gains/(losses), net
Operating income
Legal settlement
Net interest expense
Income before income taxes
Income tax expense
Net income before attribution to noncontrolling interests
Income attributable to noncontrolling interests
Net income attributable to the Company
Year Ended(1)
Dec. 30,
Dec. 31,
Dec. 25,
2018
(52 weeks)
2017
(53 weeks)
2016
(52 weeks)
44.0 %
5.0
38.8
7.0
5.2
100.0
45.8 %
6.0
37.8
6.4
4.0
100.0
47.6 %
6.0
36.4
4.1
5.9
100.0
83.3
94.3
61.4
103.2
12.2
2.9
98.1
—
1.9
—
(1.5)
0.4
0.2
0.2
(0.1)
0.1 %
81.4
93.7
61.9
96.1
8.5
2.4
91.4
(0.1)
8.5
—
(0.6)
7.9
1.9
6.0
(0.3)
5.7 %
79.9
92.9
94.8
62.0
9.2
2.4
91.0
0.6
9.6
0.1
(0.4)
9.3
2.9
6.4
(0.4)
6.0 %
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Restaurant Data:
Percentage (decrease) increase in comparable domestic Company-
owned restaurant sales (6)
Number of domestic Company-owned restaurants included in the
most recent full year’s comparable restaurant base
Average sales for domestic Company-owned restaurants included
Dec. 30,
2018
(52 weeks)
Year Ended (1)
Dec. 31,
2017
(53 weeks)
Dec. 25,
2016
(52 weeks)
(9.0)%
0.4 %
4.4 %
637
676
694
in the most recent comparable restaurant base
$1,072,000
$1,192,000
$1,156,000
Papa John’s Restaurant Progression:
North America Company-owned:
Beginning of period
Opened
Closed
Acquired from franchisees
Sold to franchisees (7)
End of period
International Company-owned:
Beginning of period
Closed
Sold to franchisees (7)
End of period
North America franchised:
Beginning of period
Opened
Closed
Acquired from Company (7)
Sold to Company
End of period
International franchised:
Beginning of period
Opened
Closed
Acquired from Company (7)
End of period
Total restaurants - end of period
708
6
(7)
—
(62)
645
35
(1)
(34)
—
2,733
83
(186)
62
—
2,692
1,723
304
(95)
34
1,966
5,303
702
9
(3)
1
(1)
708
42
(7)
—
35
2,739
110
(116)
1
(1)
2,733
1,614
257
(148)
—
1,723
5,199
707
13
(1)
25
(42)
702
45
(3)
—
42
2,681
104
(63)
42
(25)
2,739
1,460
226
(72)
—
1,614
5,097
(1) We operate on a 52-53 week fiscal year ending on the last Sunday of December of each year. The 2018 and 2016
fiscal years consisted of 52 weeks and the 2017 fiscal year consisted of 53 weeks. The additional week in 2017
resulted in additional revenues of approximately $30.9 million and additional income before income taxes of
approximately $5.9 million, or $0.11 per diluted share. Additionally, 2017 and 2016 amounts have also been
reclassified to conform to the new 2018 presentation for Other revenues and Other expenses. These reclassifications
had no impact on total revenues or total costs and expenses reported. See “Note 24” of “Notes to Consolidated
Financial Statements” for additional information.
(2) As a percentage of domestic Company-owned restaurant sales.
(3) As a percentage of North America commissary sales.
(4) As a percentage of international sales.
(5) As a percentage of other revenues.
(6) Represents the change in year-over-year sales for Company-owned restaurants open throughout the periods being
compared.
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(7) In 2018, the Company refranchised 62 Company-owned North America restaurants located in Minnesota and Denver
and 34 international restaurants located in China. See Items Impacting Comparability and “Note 9” of “Notes to
Consolidated Financial Statements” for additional information.
Results of Operations
Review of Consolidated Operating Results
2018 Compared to 2017
Discussion of Revenues. Consolidated revenues decreased $210.1 million, or 11.8%, to $1.57 billion in 2018, compared
to $1.78 billion in 2017. Excluding the revenues for the 53rd week of operations in 2017 of $30.9 million, consolidated
revenues decreased $179.2 million, or 10.1%. Revenues are summarized in the following table (dollars in thousands).
Domestic Company-owned restaurant sales
North America franchise royalties and fees
North America commissary
International
Other revenues
Total Revenues
Year Ended
Dec. 30,
Dec. 31,
Increase
Increase
(Decrease) (Decrease)
2018
2017
$
%
$ 692,380
79,293
609,866
110,349
81,428
$1,573,316
$ 816,718
106,729
673,712
114,021
72,179
$1,783,359
$(124,338)
(27,436)
(63,846)
(3,672)
9,249
$(210,043)
(15.2)%
(25.7)%
(9.5)%
(3.2)%
12.8 %
(11.8)%
Domestic Company-owned restaurant sales decreased $124.3 million, or 15.2% in 2018. Excluding the benefit of the 53rd
week of operations of $15.6 million in 2017, the Domestic Company-owned restaurant sales decreased $108.7 million, or
13.6% in 2018. These decreases were primarily due to the negative comparable sales of 9.0% and a reduction of revenues
of $42.2 million from the refranchising of 62 Company-owned restaurants in 2018. “Comparable sales” represents the
change in year-over-year sales for the same base of restaurants for the same fiscal periods.
North America franchise royalties and fees decreased $27.4 million, or 25.7% in 2018. Excluding the benefit of the 53rd
week of operations of $1.9 million in 2017, the decrease was $25.5 million, or 24.4%, primarily due to short-term royalty
reductions granted to the entire North America system as part of the franchise assistance program of approximately $15.4
million, which is included in the Special charges previously discussed. Royalties were further reduced by negative
comparable sales of 6.7% in 2018. North America franchise restaurant systemwide sales decreased 7.4% or $169.6 million
to $2.1 billion (5.4% or $120.9 million on a 52 week basis) primarily due to the negative comparable sales. North America
franchise restaurant sales are not included in Company revenues; however, our North America franchise royalties are
derived from these sales.
North America commissary sales decreased $63.8 million, or 9.5% in 2018. Excluding the benefit of the 53rd week of
operations of $10.8 million in 2017, the decrease was $53.0 million, or 8.0% primarily due to lower sales volumes
attributable to lower restaurant sales. In addition, North America commissary revenues were reduced approximately $2.6
million due to required reporting of franchise new store equipment incentives as a reduction of revenue under Topic 606.
These incentives were previously recorded as General and administrative expenses.
International revenues decreased approximately $3.7 million, or 3.2% in 2018. Excluding the benefit of the 53rd week of
operations of $2.2 million in 2017, the decrease was $1.5 million, or 1.3%. These decreases are net of the favorable impact
of foreign currency rates of approximately $2.7 million. The decrease was primarily due to the refranchising of the
Company-owned restaurants and quality control center in China of approximately $8.1 million in 2018, lower franchise
fees, development fees and lower revenues due to required reporting of franchise new store equipment incentives as a
reduction of revenue after adoption of Topic 606, partially offset by higher royalties due to an increase in equivalent units.
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Table of Contents
“Equivalent units” represents the number of restaurants open at the beginning of a given period, adjusted for restaurants
opened, closed, acquired or sold during the period on a weighted average basis.
International franchise restaurant systemwide sales increased 14.6% to $832.3 million in 2018, excluding the impact of
foreign currency, due to the increase in equivalent units. International franchise restaurant sales are not included in
Company revenues; however, our international royalty revenue is derived from these sales.
Other revenues increased $9.2 million, or 12.8% in 2018 primarily due to the required 2018 reporting of franchise
marketing fund revenues and expenses on a gross basis for the various funds we control in accordance with Topic 606.
These amounts were previously reported on a net basis. As we did not restate the 2017 amounts in accordance with our
adoption of Topic 606 using the modified retrospective approach, comparability between 2018 and 2017 amounts is
reduced. See “Note 3” of “Notes to Consolidated Financial Statements” for more details. This increase was partially offset
by lower revenues for Preferred Marketing Solutions, our print and promotions subsidiary.
Costs and expenses. The operating margin for domestic Company-owned restaurants was 16.7% in 2018 and 18.6% in
2017, and consisted of the following (dollars in thousands):
Restaurant sales
Cost of sales
Other operating expenses
Total expenses
Margin
December 30, 2018 December 31, 2017
Year ended
$ 692,380
$ 816,718
153,081
423,718
$ 576,799
22.1 %
61.2 %
83.3 %
188,017
476,623
$ 664,640
23.0 %
58.4 %
81.4 %
$ 115,581
16.7 %
$ 152,078
18.6 %
Domestic Company-owned restaurants margin decreased $36.5 million, or 1.9%, as a percentage of restaurant sales or
$34.1 million, excluding the 53rd week of operations in 2017. The decrease was primarily attributable to negative
comparable sales of 9.0% as well as higher labor costs including higher minimum wages, and increased non-owned
automobile costs of $5.4 million. Additionally, the adoption of Topic 606 reduced restaurant operating margin due to the
revised method of accounting for the customer loyalty program.
North America commissary operating margin was 5.7% in 2018 compared to 6.3% in 2017, and consisted of the following
(dollars in thousands):
North America commissary sales
North America commissary expenses
Margin
Year Ended
December 30, 2018
$ 609,866
575,103
$ 34,763
5.7 %
December 31, 2017
$ 673,712
631,537
$ 42,175
6.3 %
North America commissary margin was $7.4 million lower in 2018, or 0.6%, as a percentage of related revenues, or $5.7
million excluding the 53rd week of operations in 2017, or 0.4% as a percentage of related revenues. This decrease was
primarily due to a decline in North American restaurant sales and the Company’s commitment to reduce its overall profit
margin as additional support to franchisees. In addition, the lower commissary margin is due to the required reporting of
$2.6 million in new store franchise equipment incentives as a revenue reduction under Topic 606, as previously discussed.
The reduction attributable to the equipment incentives is offset by a reduction in General and administrative costs.
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The international operating margin was 38.6% in 2018 compared to 38.1% in 2017 and consisted of the following (dollars
in thousands):
Year Ended
December 30, 2018
Margin
$
Revenues Expenses
December 31, 2017
Margin
$
Margin
%
Revenues Expenses
Margin
%
Franchise royalties and
fees
$ 35,988 $
- $ 35,988
$ 35,125 $
- $35,125
Restaurant, commissary
and other
Total international
74,361 67,775 6,586
$ 110,349 $ 67,775 $ 42,574
8.9 %
78,896 70,622 8,274
38.6 % $ 114,021 $ 70,622 $43,399
10.5 %
38.1 %
The international operating margin decreased $800,000, which was primarily due to the benefit of $700,000 from the 53rd
week of operations in 2017. Additionally, higher royalties from increased equivalent units were offset by lower new store
opening fees after the adoption of Topic 606 and a lower United Kingdom QCC margin of $700,000 due to the required
reporting of franchise new store equipment incentives under Topic 606, as previously discussed. These incentives were
previously recorded as General and administrative expenses. As a percentage of international revenues, the operating
margin increased 0.5% primarily due to the divestiture of our China operations in the second quarter of 2018.
The Other revenues and expenses consisted of the following for the years ended December 30, 2018 and December 31,
2017 (dollars in thousands):
Other revenues
Other expenses
Margin (loss)
Year Ended
December 30, 2018
$ 81,428
84,016
$ (2,588)
(3.2) %
December 31, 2017
$ 72,179
69,335
$ 2,844
3.9 %
As previously discussed, other revenues and other expenses are new financial statement line items in 2018. The margin
from Other operations decreased $5.4 million in 2018 primarily due to higher costs related to various technology initiatives
and increased advertising spend in the United Kingdom.
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Table of Contents
General and administrative (“G&A”) expenses were $192.6 million, or 12.2% of revenues for 2018 compared to $150.9
million, or 8.5% of revenues for 2017. G&A expenses consisted of the following (dollars in thousands):
Contribution to National Marketing Fund (a)
Re-imaging costs for restaurants and write-off of brand assets (b)
Provision (credit) for uncollectible accounts and notes receivable (c)
Loss on disposition of fixed assets
Papa Rewards (d)
Franchise support initiative (e)
Other
Other general expenses
Special Committee costs (f)
Administrative expenses (g)
General and administrative expenses (h)
Year Ended
December 30, December 31,
2018
$ 10,000
5,841
3,338
2,233
-
34
(1,725)
19,721
19,474
153,356
$ 192,551
2017
$
-
-
(1,441)
2,493
1,046
2,986
343
5,427
-
145,439
$ 150,866
(a) Contributions to National Marketing Fund to increase marketing and promotional activities during 2018.
(b) During 2018, the Company paid for certain re-imaging costs for both Company-owned and franchise units.
(c) Bad debt recorded on accounts receivable and notes receivable.
(d) Online customer loyalty program in 2017. In 2018, the Company adopted Topic 606 with updated accounting
guidelines for loyalty programs.
(e) Franchise incentives include incentives to franchisees for opening new restaurants. In 2018, the Company adopted
Topic 606 with updated accounting guidelines for new store equipment incentives, which are now recorded as a
reduction of commissary revenues.
(f) Costs totaling approximately $19.5 million associated with the activities of the Special Committee of the Board of
Directors, including legal and advisory costs related to the review of a wide range of strategic opportunities for the
Company that culminated in the recent strategic investment in the Company by affiliates of Starboard Value LP, as
well as a third-party audit of the culture of Papa John’s.
(g) The increase in administrative expenses is mainly due to higher technology initiative costs and a $1.5 million
contribution to our newly formed Papa John’s Foundation, a separate legal entity that is not consolidated in the
Company’s results. In addition, administrative expenses increased due to higher legal and professional fees not
associated with the Special charges.
(h) The impact of the 53rd week in 2017 was $900,000 additional expense.
See “Recent Developments and Trends” and “Note 19” of “Notes to Consolidated Financial Statements” for additional
Special charges details.
Depreciation and amortization was $46.4 million, or 2.9% of revenues in 2018, as compared to $43.7 million, or 2.4% of
revenues for 2017. This increase of $2.7 million from 2017 was primarily due to additional depreciation on technology
related investments and the impact associated with our Georgia quality control center, which opened in July of 2017.
Refranchising and impairment gains/(losses), net. 2018 includes a $289,000 loss primarily due to the China refranchise
of the 34 Company-owned restaurants and the quality control center in China that occurred in 2018, substantially offset
by refranchising gains related to the refranchising of 62 Company-owned restaurants in North America in 2018. The full
year 2017 amount includes an impairment charge of $1.7 million related to our Company-owned stores in China. See
“Note 9” of “Notes to Consolidated Financial Statements” for additional information.
Interest expense. Interest expense increased approximately $14.0 million primarily due to higher average outstanding debt
balances, which is primarily due to share repurchases, as well as higher interest rates. The 53rd week of operations in 2017
increased interest expense for the year by approximately $300,000.
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Income tax expense. The effective income tax rates were 44.9% in 2018 and 24.1% in 2017. The increase in the effective
income tax rate for 2018 was primarily attributable to the rate increase related to the China divestiture, as previously
detailed in the Special items. Additionally, the rate for 2017 was decreased by the one-time benefit of approximately $7.0
million for the remeasurement of deferred tax assets and liabilities after the Tax Act was signed into law. See “Items
Impacting Comparability” and “Notes 9 and 17” of “Notes to Consolidated Financial Statements for additional
information.
Income before income taxes
Income tax expense
Effective tax expense
December 30, 2018
December 31, 2017
Years Ended
$ 5,891
2,646
44.9%
$ 140,342
33,817
24.1%
Diluted earnings per share. Diluted earnings per share (“EPS”) were $0.05 for 2018 compared to $2.83 in 2017. Excluding
Special items, adjusted EPS in 2018 was $1.34, a decrease of 46.6% versus 2017 adjusted EPS of $2.51.
2017 Compared to 2016
Discussion of Revenues. Consolidated revenues increased $69.7 million, or 4.1%, to $1.78 billion in 2017, compared to
$1.71 billion in 2016. Revenues for the 53rd week of operations in 2017 approximated $30.9 million, or 1.8%. Revenues
are summarized in the following table (dollars in thousands).
(In thousands)
Domestic Company-owned restaurant sales
North America franchise royalties and fees
North America commissary
International
Other revenues
Total Revenues
Year Ended
Dec. 31,
Dec. 25,
Increase
Increase
(decrease) (decrease)
2017
2016
$
%
$ 816,718 $ 815,931 $
787
3,749
49,829
13,117
2,257
$1,783,359 $1,713,620 $ 69,739
102,980
623,883
100,904
69,922
106,729
673,712
114,021
72,179
0.1 %
3.6 %
8.0 %
13.0 %
3.2 %
4.1 %
Domestic Company-owned restaurant sales increased $787,000, or 0.1% in 2017. Excluding the benefit of the 53rd week
of operations of $15.6 million, the Domestic Company-owned restaurant sales decreased $14.8 million, or 1.8% in 2017,
primarily due to a 3.1% reduction in equivalent units in 2017 from the refranchising of 42 restaurants in the fourth quarter
of 2016. This was somewhat offset by an increase of 0.4% in comparable sales.
North America franchise royalties and fees increased $3.7 million, or 3.6% in 2017, primarily due to an increase in
equivalent units of 2.2% mainly due to the refranchising of 42 restaurants in 2016 and a benefit of $1.9 million, or 1.8%
for the 53rd week of operations. North America franchise restaurant systemwide sales increased 4.7% to $2.3 billion ($2.25
billion on a 52 week basis) primarily due to the increase in equivalent units noted above. These increases were slightly
offset by lower comparable sales of negative 0.1%. Franchise restaurant sales are not included in Company revenues;
however, our North America royalty revenue is derived from these sales.
North America commissary revenues increased $49.8 million, or 8.0% in 2017, primarily due higher sales from higher
commodity pricing as well as higher volumes. The benefit from the 53rd week of operations was approximately $10.8
million, or 1.6%.
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International revenues increased approximately $13.1 million, or 13.0% in 2017. This increase is net of the unfavorable
impact of foreign currency rates of approximately $4.1 million. The increase was primarily due to the following:
Royalties and commissary revenues increased due to a higher number of franchised restaurants and comparable
sales of 4.4%, calculated on a constant dollar basis. International franchise restaurant systemwide sales increased
17.3% to $761.3 million ($744.0 million on a 52 week basis) in 2017. International franchise restaurant
systemwide sales are not included in Company revenues; however, our international royalty revenue is derived
from these sales.
The benefit of the 53rd week of operations was $2.2 million, or 2.0%.
These increases were somewhat offset by lower China Company-owned restaurant revenues due to fewer
restaurants in 2017.
Other revenues increased $2.3 million, or 3.2% in 2017 primarily due to higher online sales, partially offset by lower sales
for Preferred Marketing Solutions, our print and promotions subsidiary. The benefit from the 53rd week of operations was
approximately $400,000, or 0.6%. 2017 and 2016 revenues were reclassified for comparability to 2018 presentation. See
“Note 24” of “Notes to Consolidated Financial Statements” for additional information.
Costs and expenses. The operating margin for domestic Company-owned restaurants was 18.6% in 2017 and 20.2% in
2016, and consisted of the following (dollars in thousands):
Restaurant sales
Cost of sales
Other operating expenses
Total expenses
December 31, 2017
December 25, 2016
Year Ended
$ 816,718
188,017
476,623
$ 664,640
$ 815,931
186,226
465,310
$ 651,536
23.0 %
58.4 %
81.4 %
22.8 %
57.0 %
79.8 %
Margin
$ 152,078
18.6 %
$ 164,395
20.2 %
Domestic Company-owned restaurants margin decreased $12.3 million, or 1.6%, as a percentage of restaurant sales. The
decrease was primarily attributable to higher automobile and workers compensation insurance costs of approximately $6.2
million as well as higher cost of sales from higher commodities, mainly cheese and meats. The higher labor costs from
higher minimum wages were offset by lower restaurant bonuses due to the lower operating results and sales results that
were below target. These decreases in operating income were somewhat offset by the benefit from the 53rd week of
operations in 2017 of approximately $2.4 million.
The North America commissary and other operating margin was 6.3% in 2017 compared to 7.1% in 2016, and consisted
of the following (dollars in thousands):
North America commissary sales
North America commissary expenses
Margin
Year Ended
December 31, 2017
$ 673,712
631,537
$ 42,175
6.3 %
December 25, 2016
$ 623,883
579,834
$ 44,049
7.1 %
The North America commissary margin was $1.9 million lower in 2017, or 0.8%, as a percentage of related revenues,
primarily due to the start-up and higher operating costs related to our new commissary in Georgia that opened in the third
quarter of 2017, partially offset by the increase in income from higher volumes. The decrease in operating margin was
somewhat offset by the $2.0 million benefit of the 53rd week.
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The international operating margin was 37.5% in 2017 compared to 36.8% in 2016 and consisted of the following (dollars
in thousands):
December 31, 2017
December 25, 2016
Revenues Expenses Margin $ Margin % Revenues Expenses Margin $ Margin %
Year Ended
$ 35,125 $
- $ 35,125
$ 30,040 $
- $ 30,040
78,896
8,274
$114,021 $70,622 $ 43,399
70,622
10.5 %
38.1 %
8,290
62,574
70,864
$ 100,904 $62,574 $ 38,330
11.7 %
38.0 %
Franchise royalties
and fees
Restaurant,
commissary and
other
Total international
The increase in international operating margins of $5.1 million was primarily due to higher franchise royalties due to an
increase in the number of restaurants and comparable sales of 4.4%. This increase also includes approximately $700,000
for the 53rd week of operations in 2017. These increases were partially offset by a lower operating margin for our Company-
owned stores in China.
As previously discussed, other revenues and other expenses are new financial statement line items in 2018. Related 2017
and 2016 amounts have been reclassified for comparability to 2018 presentation. See “Note 24” of “Notes to Consolidated
Financial Statements” for additional information.
The Other revenues and expenses margin, as detailed below for 2017 and 2016, was slightly lower by approximately
$825,000 primarily due to lower margin for Preferred Marketing Solutions, our print and promotions subsidiary.
The Other revenues and expenses consisted of the following for 2017 and 2016 (dollars in thousands):
Other revenues
Other expenses
Margin (loss)
Year Ended
December 31, 2017
$ 72,179
69,335
$ 2,844
3.9 %
December 25, 2016
$ 69,922
66,253
$ 3,669
5.2 %
General and administrative (G&A) expenses were $150.9 million, or 8.5% of revenues for 2017, compared to $158.1
million, or 9.2% of revenues for 2016. The decrease of $7.2 million for 2017 was primarily due to lower management
incentive costs and lower restaurant supervisor bonuses, which were somewhat offset by higher salaries and benefits. The
53rd week of operations in 2017 increased general and administrative expenses by approximately $900,000.
Depreciation and amortization was $43.7 million, or 2.4% of revenues in 2017, as compared to $41.0 million, or 2.4% of
revenues for 2016. This increase of $2.7 million from 2016 was primarily due to higher depreciation on additional
technology assets associated with digital initiatives.
Refranchising and impairment gains/(losses), net. The full year 2017 amount includes an impairment charge of $1.7
million related to our Company-owned stores in China that were held for sale. We incurred a related impairment charge
in 2016 for $1.4 million. See “Items Impacting Comparability” and “Note 7” of “Notes to Consolidated Financial
Statements” for additional information. The full year 2017 amount has no refranchising activity whereas 2016 includes a
gain of $11.6 million from the refranchising of our Company-owned Phoenix market with 42 restaurants.
Legal settlement. The 2017 results have no significant legal settlement amounts whereas 2016 includes a favorable legal
settlement finalization of $898,000 related to the collective and class action, Perrin v. Papa John’s International, Inc. and
Papa John’s USA. The settlement amount was finalized and paid in 2016 and the expense was adjusted accordingly.
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Interest expense. Interest expense increased approximately $4.1 million primarily due to higher average outstanding debt
balances, which is primarily due to share repurchases, as well as higher interest rates. The 53rd week of operations in 2017
increased interest expense for the year by approximately $300,000.
Income tax expense. The effective income tax rates were 24.1% in 2017 and 31.3% in 2016. The decrease in the effective
income tax rates for 2017 was primarily attributable to the impact of Tax Act which was signed into law at the end of
2017. The Tax Act contains substantial changes to the Internal Revenue Code including a reduction of the U.S. corporate
tax rate from 35% to 21% effective January 1, 2018. Upon enactment, 2017 deferred tax assets and liabilities were
remeasured. This remeasurement yielded a one-time benefit of approximately $7.0 million in the fourth quarter of 2017.
Given the substantial changes associated with the Tax Act, the estimated financial impacts for 2017 are provisional and
subject to further interpretation and clarification of the Tax Act during 2018. See “Items Impacting Comparability” and
“Note 2” of “Notes to Consolidated Financial Statements” for additional information.
Diluted earnings per share. Diluted EPS were $2.83 for 2017 compared to $2.74 in 2016, an increase of 3.3%. Excluding
Special items, adjusted EPS was $2.62, an increase of 2.7% versus 2016 adjusted EPS of $2.55. This increase includes the
$0.11 favorable impact of the 53rd week, a favorable tax rate and lower share count. These favorable items were somewhat
offset by other decreases in income.
Liquidity and Capital Resources
Debt
On August 30, 2017, the Company entered into a credit agreement (the “Credit Agreement”) which provided for a
revolving credit facility in an aggregate principal amount of $600.0 million (the “Revolving Facility”) and a term loan
facility in an aggregate principal amount of $400.0 million (the “Term Loan Facility”) and together with the Revolving
Facility, the “Facilities”. The Facilities mature on August 30, 2022. The loans under the Facilities, after giving effect to
the Amendment described below, accrue interest at a per annum rate equal to, at the Company’s election, either a LIBOR
rate plus a margin ranging from 125 to 250 basis points or a base rate (generally determined by a prime rate, federal funds
rate or a LIBOR rate plus 1.00%) plus a margin ranging from 25 to 150 basis points. In each case, the actual margin is
determined according to a ratio of the Company’s total indebtedness to earnings before interest, taxes, depreciation and
amortization (“EBITDA”) for the then most recently ended four-quarter period (the “Leverage Ratio”). Quarterly
amortization payments are required to be made on the Term Loan Facility in the amount of $5.0 million which began in
the fourth quarter of 2017. Loans outstanding under the Credit Agreement may be prepaid at any time without premium
or penalty, subject to customary breakage costs in the case of borrowings for which a LIBOR rate election is in effect. Up
to $35.0 million of the Revolving Facility may be advanced in certain agreed foreign currencies, including Euros, Pounds
Sterling, Canadian Dollars, Japanese Yen, and Mexican Pesos. The Credit Agreement contains customary affirmative and
negative covenants, including financial covenants requiring the maintenance of the Leverage Ratio and a specified fixed
charge coverage ratio.
On October 9, 2018, we entered into an amendment to the Credit Agreement (the “Amendment”). The amendments and
modifications to the Credit Agreement are effective through the remainder of the term of the Facilities and include, without
limitation, the following:
reduction of the maximum amount available under the Revolving Facility to $400.0 million; there was no change
in available Term Loan Facility borrowings;
amendment to the definition of EBITDA to exclude certain costs recorded as Special charges (up to certain pre-
defined limits) as detailed in “Note 19” of the “Notes to Consolidated Financial Statements”;
modification of the financial covenants in the Credit Agreement by increasing the permitted Leverage Ratio to
5.25 to 1.0 beginning in the third quarter of 2018, decreasing over time to 4.00 to 1.0 by 2022; and decreasing the
permitted specified fixed charge coverage ratio to 2.00 to 1.0 beginning in the third quarter of 2018 and increasing
over time to 2.50 to 1.0 in 2021 and thereafter. We were in compliance with these financial covenants at
December 30, 2018;
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certain modifications to the negative covenant restricting the ability to make dividends and distributions. If the
Leverage Ratio is above 3.75 to 1.0, the Company cannot repurchase any of its shares of common stock and
cannot increase the cash dividend above the lesser of $0.225 per share per quarter or $35 million per fiscal year;
increase in the interest rate payable on outstanding loans for the Facilities based on the Leverage Ratio as follows:
removal of interest rate pricing tiers if the Leverage Ratio of the Company is less than 1.50 to 1.00;
if the Leverage Ratio of the Company is greater than 3.50 to 1.00 but less than 4.50 to 1.00, the Company
will pay an additional 0.25% per annum interest rate margin on the outstanding loans under the Facilities
and an additional 0.05% per annum commitment fee on the unused portion of the Revolving Facility;
if the Leverage Ratio of the Company is greater than 4.50 to 1.00, the Company will pay an additional
0.50% per annum interest rate margin on the outstanding loans under the Facilities and an additional
0.10% per annum commitment fee on the unused portion of the Revolving Facility; and
requirement that the Company and certain direct and indirect domestic subsidiaries of the Company grant a
security interest in substantially all of the capital stock and equity interests of their respective domestic and first
tier material foreign subsidiaries to secure the obligations owing under the Facilities.
Under the Credit Agreement, as amended, we have the option to increase the Revolving Facility or the Term Loan Facility
in an aggregate amount of up to $300.0 million, subject to the Leverage Ratio of the Company not exceeding 4.00 to 1.0.
Our outstanding debt of $625.0 million at December 30, 2018 under the Facilities was composed of $375.0 million
outstanding under the Term Loan Facility and $250.0 million outstanding under the Revolving Facility. Including
outstanding letters of credit, the Company’s remaining availability under the Facilities at December 30, 2018 was
approximately $110.0 million.
As of December 30, 2018, the Company had approximately $3.9 million in unamortized debt issuance costs, which are
being amortized into interest expense over the term of the Facilities. Upon execution of the Amendment, we wrote off
approximately $560,000 of these unamortized debt issuance costs in accordance with applicable accounting guidance. The
Company also incurred additional amendment fees of approximately $1.9 million, which will be amortized into interest
expense over the remaining term of the Facilities.
We use interest rate swaps to hedge against the effects of potential interest rate increases on borrowings under our
Facilities. As of December 30, 2018, we have the following interest rate swap agreements:
Effective Dates
April 30, 2018 through April 30, 2023
April 30, 2018 through April 30, 2023
April 30, 2018 through April 30, 2023
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
Floating Rate Debt Fixed Rates
2.33 %
2.36 %
2.34 %
1.99 %
1.99 %
2.00 %
1.99 %
$ 55 million
$ 35 million
$ 35 million
$ 100 million
$ 75 million
$ 75 million
$ 25 million
Our Credit Agreement contains affirmative and negative covenants, including the following financial covenants, as defined
by the Credit Agreement:
Leverage Ratio
Interest Coverage Ratio
Actual Ratio for the
Permitted Ratio
Not to exceed 5.25 to 1.0
Year Ended
December 30, 2018
4.7 to 1.0
Not less than 2.0 to 1.0
2.8 to 1.0
As stated above, our leverage ratio is defined as outstanding debt divided by consolidated EBITDA for the most recent
four fiscal quarters. Our interest coverage ratio is defined as the sum of consolidated EBITDA and consolidated rental
expense for the most recent four fiscal quarters divided by the sum of consolidated interest expense and consolidated rental
expense for the most recent four fiscal quarters. We were in compliance with all financial covenants as of December 30,
2018.
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Cash Flows
Cash flow provided by operating activities was $72.8 million for 2018 as compared to $135.0 million in 2017. The decrease
of approximately $62.2 million was primarily due to lower net income, somewhat offset by favorable changes in working
capital items. The decrease in cash flow provided by operating activities in 2017 compared to 2016 was primarily due to
lower net income.
The Company’s free cash flow for the last three years was as follows (in thousands):
Net cash provided by operating activities
Purchases of property and equipment
Free cash flow (a)
Year Ended
Dec. 30,
Dec. 31,
Dec. 25,
2018
2017
2016
$ 72,795 $134,975 $ 150,257
(55,554)
(52,593)
$ 30,767 $ 82,382 $ 94,703
(42,028)
(a) Free cash flow, a non-GAAP measure, is defined as net cash provided by operating activities (from the Consolidated
Statements of Cash Flows) less the purchases of property and equipment. We view free cash flow as an important
liquidity measure because it is one factor that management uses in determining the amount of cash available for
investment. However, it does not represent residual cash flows available for discretionary expenditures. Free cash
flow is not a term defined by GAAP, and as a result, our measure of free cash flow might not be comparable to
similarly titled measures used by other companies. Free cash flow should not be construed as a substitute for or a
better indicator of our liquidity or performance than the Company’s GAAP measures.
Cash flow used in investing activities was $38.8 million in 2018 as compared to $56.5 million for the same period in 2017.
The decrease in cash flow used in investing activities was primarily due to lower capital spend as 2017 included
construction costs for our commissary in Georgia, which opened in July of 2017. We also received $7.7 million in proceeds
from the refranchising of our joint ventures in Denver and Minnesota in 2018.
We also use capital for share repurchases and the payment of cash dividends, which are funded by cash flow from
operations and borrowings from our Credit Agreement. In 2018, we had net proceeds of $155.0 million from the issuance
of long-term debt and used $158.0 million for share repurchases. In 2017, we had net proceeds of approximately $169.4
million from issuance of additional debt under the Credit Agreement and used $209.6 million for share repurchases.
Funding for our share repurchase program that expired on February 27, 2019, was provided through our credit facilities,
operating cash flow, stock option exercises and cash and cash equivalents. For the year ended December 30, 2018, the
Company purchased $158.0 million of stock comprising approximately 2.7 million shares. In connection with the
execution of the Amendment to our Credit Agreement in October 2018, the Company cannot repurchase shares when our
Leverage Ratio, as defined in the Credit Agreement, is higher than 3.75 to 1.0. As of December 30, 2018, our Leverage
Ratio was 4.7 to 1.0.
The following is a summary of our common share repurchases for the last three years (in thousands, except average price
per share):
Fiscal
Year
2016
2017
2018
Number of
Shares
Repurchased
2,145
2,960
2,698
Dollar
Amount
Repurchased
$122,381
$209,586
$158,049
Average
Price Per
Share
$ 57.03
$ 70.80
$ 58.57
We paid cash dividends of $29.0 million in 2018 ($0.90 per share), $30.7 million in 2017 ($0.85 per share) and $27.9
million in 2016 ($0.75 per share). Subsequent to year end, our Board of Directors declared a first quarter 2019 dividend
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of $0.225 per common share, or approximately $8.0 million, including the Series B Preferred Stock dividend on an as-
converted basis to common stock. The dividend was paid on February 22, 2019 to shareholders of record as of the close
of business on February 11, 2019. In connection with the execution of our amended Credit Facility in October 2018, no
increase in dividends per share may occur when the Leverage Ratio, as defined, is higher than 3.75 to 1.0.
On February 3, 2019, the Company entered into the Securities Purchase Agreement with Starboard, pursuant to which the
Company sold to Starboard 200,000 shares of Series B Preferred Stock at a purchase price of $1,000 per share, for an
aggregate purchase price of $200,000,000. Starboard also has the option exercisable at their discretion, to purchase up to
an additional 50,000 shares of Series B Preferred Stock on or prior to March 29, 2019 for the same price per share. The
Series B Preferred Stock is convertible at the option of the holders at any time into shares of common stock based on the
conversion rate determined by dividing $1,000, the stated value of the Series B Preferred Stock, by $50.06. The initial
dividend rate of the Series B Preferred Stock will be 3.6% per annum on the stated value of $1,000 per share, payable
quarterly in arrears. The Series B Preferred Stock will also participate on an as-converted basis in any regular or special
dividends paid to common stockholders. The Series B Preferred Stock will be reported as temporary equity on the
Company’s Consolidated Balance Sheet. In addition, the Company has the right to offer up to 10,000 shares of Series B
Preferred Stock to qualified Papa John’s franchisees, subject to certain conditions, on the same terms as Starboard.
Contractual Obligations
Contractual obligations and payments as of December 30, 2018 due by year are as follows (in thousands):
Contractual Obligations:
Term Loan Facility (1)
Revolving Facility (1)
Interest payments (2)
Total debt
Operating leases (3)
Total contractual obligations
Payments Due by Period
Less than
1 Year
1-3 Years
After 5
3-5 Years
Years
Total
$ 20,000 $ 40,000 $ 315,000
250,000
—
21,333
59,420
586,333
99,420
43,882
67,790
$ 90,544 $167,210 $ 630,215
—
29,710
49,710
40,834
$ — $ 375,000
250,000
—
110,463
—
735,463
—
57,304
209,810
$57,304 $ 945,273
(1) We utilize interest rate swaps to hedge our variable rate debt. At December 30, 2018, we had an interest rate swap
asset of $4.9 million recorded in other current and other long-term assets in the Consolidated Balance Sheet.
(2) Interest payments assume an outstanding debt balance of $625.0 million. Interest payments are calculated based on
LIBOR plus the applicable margin in effect at December 30, 2018, and considers the interest rate swap agreements in
effect. The actual interest rates on our variable rate debt and the amount of our indebtedness could vary from those
used to compute the above interest payments. See “Note 11” of “Notes to Consolidated Financial Statements” for
additional information concerning our debt and credit arrangements.
(3) See “Note 19” of “Notes to Consolidated Financial Statements” for additional information. The above amounts
exclude future expected sub-lease income in the United Kingdom.
The above table does not include the following:
Unrecognized tax benefits of $2.0 million since we are not able to make reasonable estimates of the period of
cash settlement with respect to the taxing authority.
Redeemable noncontrolling interests of $5.5 million as we are not able to predict the timing of the redemptions.
Off-Balance Sheet Arrangements
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.
Refer to “Note 2” to the “Consolidated Financial Statements” for additional information related to the anticipated impacts
of adoption of new accounting standards affecting accounting for leases. We also guarantee leases for certain Papa John’s
North American franchisees who have purchased restaurants that were previously Company-owned. We are contingently
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liable on these leases. These leases have varying terms, the latest of which expires in 2025. As of December 30, 2018, the
estimated maximum amount of undiscounted payments the Company could be required to make in the event of
nonpayment by the primary lessees was approximately $11.9 million.
We have certain other commercial commitments where payment is contingent upon the occurrence of certain events. Such
commitments include the following by year (in thousands):
Amount of Commitment Expiration Per Period
Less than 1-3 3-5 After
1 Year
Years Years 5 Years
Total
Other Commercial Commitments:
Standby letters of credit
$ 39,945 $ — $ —
$ —
$39,945
We are party to standby letters of credit with off-balance sheet risk associated with our insurance programs. See “Note 11”
and “Note 19” of “Notes to Consolidated Financial Statements” for additional information related to contractual and other
commitments.
Forward-Looking Statements
Certain matters discussed in this Annual Report on Form 10-K and other Company communications constitute forward-
looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,”
“intend,” “estimate,” “believe,” “anticipate,” “will,” “forecast,” “plan,” “project,” or similar words identify forward-
looking statements that we intend to be included within the safe harbor protections provided by the federal securities laws.
Such forward-looking statements may relate to projections or guidance concerning business performance, revenue,
earnings, cash flow, earnings per share, contingent liabilities, resolution of litigation, commodity costs, currency
fluctuations, profit margins, unit growth, unit level performance, capital expenditures, restaurant and franchise
development, the strategic investment by Starboard and use of the proceeds, the ability of the Company to mitigate negative
consumer sentiment through advertising, marketing and promotional activity, corporate governance, new Board
leadership, future costs related to the Company’s response to the negative consumer sentiment, management
reorganizations, compliance with debt covenants, shareholder and other stakeholder engagement, strategic decisions and
actions, the cultural audit and investigation, share repurchases, dividends, effective tax rates, regulatory changes and
impacts, the impact of the Tax Cuts and Jobs Act and the adoption of new accounting standards, and other financial and
operational measures. Such statements are not guarantees of future performance and involve certain risks, uncertainties
and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and
results may differ materially from those matters expressed or implied in such forward-looking statements. The risks,
uncertainties and assumptions that are involved in our forward-looking statements include, but are not limited to:
negative publicity and consumer sentiment as a result of statements by the Company’s founder and former
spokesperson, which may continue to cause sales to decline and/or change consumers’ acceptance of and
enthusiasm for our brand;
costs the Company expects to continue to incur as a result of the recent negative publicity and negative consumer
sentiment, including costs related to the external cultural audit and investigation, costs associated with the
operations of the Special Committee, any costs associated with related litigation, legal fees, and increased costs
for branding initiatives and launching a new advertising and marketing campaign and promotions to mitigate
negative consumer sentiment and negative sales trends;
costs the Company expects to continue to incur relating to franchisee financial assistance to mitigate store
closings;
the ability of the Company to mitigate the negative consumer sentiment through advertising, marketing and
promotional activities;
the Company’s ability to regain lost customers and/or mitigate or reverse negative sales trends;
aggressive changes in pricing or other marketing or promotional strategies by competitors, which may adversely
affect sales and profitability; and new product and concept developments by food industry competitors;
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changes in consumer preferences or consumer buying habits, including the growing popularity of delivery
aggregators, as well as changes in general economic conditions or other factors that may affect consumer
confidence and discretionary spending;
the adverse impact on the Company or our results caused by product recalls, food quality or safety issues,
incidences of foodborne illness, food contamination and other general public health concerns about our Company-
owned or franchised restaurants or others in the restaurant industry;
the effectiveness of our initiatives to improve our brand proposition and operating results, including marketing,
advertising and public relations initiatives, technology investments and changes in unit-level operations;
the risk that any new advertising or marketing campaign may not be effective in increasing sales;
the ability of the Company and its franchisees to meet planned growth targets and operate new and existing
restaurants profitably, including difficulties finding qualified franchisees, store level employees or suitable sites;
increases in food costs or sustained higher other operating costs. This could include increased employee
compensation, benefits, insurance, tax rates, new regulatory requirements or increasing compliance costs;
increases in insurance claims and related costs for programs funded by the Company up to certain retention limits,
including medical, owned and non-owned vehicles, workers’ compensation, general liability and property;
disruption of our supply chain or commissary operations which could be caused by our sole source of supply of
cheese or limited source of suppliers for other key ingredients or more generally due to weather, natural disasters
including drought, disease, or geopolitical or other disruptions beyond our control;
increased risks associated with our international operations, including economic and political conditions,
instability or uncertainty in our international markets, especially emerging markets, fluctuations in currency
exchange rates, difficulty in meeting planned sales targets and new store growth;
the impact of the sale of Series B Preferred Stock to Starboard, which dilutes the economic and relative voting
power of holders of our common stock and may adversely affect the market price of our common stock, affect
our liquidity and financial condition, or delay or prevent an attempt to take over the Company;
Starboard’s ability to exercise influence over us, including through its ability to designate up to two members of
our Board of Directors;
failure to raise the funds necessary to finance a required repurchase of our Series B Preferred Stock;
failure to realize the anticipated benefits from our investment of the proceeds of the Series B Preferred Stock in
our strategic priorities;
the impact of current or future claims and litigation and our ability to comply with current, proposed or future
legislation that could impact our business including compliance with the European Union General Data Protection
Regulation;
maintaining compliance with amended debt covenants under our credit agreement if restaurant sales and operating
results continue to decline;
the Company's ability to continue to pay dividends to shareholders based upon profitability, cash flows and capital
adequacy if restaurant sales and operating results continue to decline;
failure to effectively execute succession planning;
disruption of critical business or information technology systems, or those of our suppliers, and risks associated
with systems failures and data privacy and security breaches, including theft of confidential company, employee
and customer information, including payment cards;
changes in Federal or state income, general and other tax laws, rules and regulations, including changes from the
Tax Cuts and Jobs Act and any related Treasury regulations, rules or interpretations if and when issued; and
changes in generally accepted accounting principles including the new standard for leasing.
These and other risk factors are discussed in detail in “Part I. Item 1A. — Risk Factors” of this Annual Report on
Form 10-K. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future
events, new information or otherwise, except as required by law.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
On August 30, 2017, the Company entered into a credit agreement (the “Credit Agreement”) which provided for an
unsecured revolving credit facility in an aggregate principal amount of $600.0 million (the “Revolving Facility”) and an
unsecured term loan facility in an aggregate principal amount of $400.0 million (the “Term Loan Facility”) and together
with the Revolving Facility, the “Facilities”. The Facilities mature on August 30, 2022. The loans under the Facilities,
after giving effect to the Amendment described below, accrue interest at a per annum rate equal to, at the Company’s
election, either a LIBOR rate plus a margin ranging from 125 to 250 basis points or a base rate (generally determined by
a prime rate, federal funds rate or a LIBOR rate plus 1.00%) plus a margin ranging from 25 to 150 basis points. In each
case, the actual margin is determined according to a ratio of the Company’s total indebtedness to earnings before interest,
taxes, depreciation and amortization (“EBITDA”) for the then most recently ended four-quarter period (the “Leverage
Ratio”). Quarterly amortization payments are required to be made on the Term Loan Facility in the amount of $5.0 million
which began in the fourth quarter of 2017. Loans outstanding under the Credit Agreement may be prepaid at any time
without premium or penalty, subject to customary breakage costs in the case of borrowings for which a LIBOR rate election
is in effect. Up to $35.0 million of the Revolving Facility may be advanced in certain agreed foreign currencies, including
Euros, Pounds Sterling, Canadian Dollars, Japanese Yen, and Mexican Pesos. The Credit Agreement contains customary
affirmative and negative covenants, including financial covenants requiring the maintenance of the Leverage Ratio and a
specified fixed charge coverage ratio.
On October 9, 2018, we entered into an amendment to the Credit Agreement (the “Amendment”). The amendments and
modifications to the Credit Agreement are effective through the remainder of the term of the Facilities and include, without
limitation, the following:
reduction of the maximum amount available under the Revolving Facility to $400.0 million; there was no change
in available Term Loan Facility borrowings;
amendment to the definition of EBITDA to exclude certain costs recorded as Special charges (up to certain pre-
defined limits) as detailed in Note 19 “Commitments and Contingencies”;
modification of the financial covenants in the Credit Agreement by increasing the permitted Leverage Ratio to
5.25 to 1.0 beginning in the third quarter of 2018, decreasing over time to 4.00 to 1.0 by 2022; and decreasing the
permitted specified fixed charge coverage ratio to 2.00 to 1.0 beginning in the third quarter of 2018 and increasing
over time to 2.50 to 1.0 in 2021 and thereafter. We were in compliance with these financial covenants at
December 30, 2018;
certain modifications to the negative covenant restricting the ability to make dividends and distributions. If the
Leverage Ratio is above 3.75 to 1.0, the Company cannot repurchase any of its shares of common stock and
cannot increase the cash dividend above the lesser of $0.225 per share per quarter or $35 million per fiscal year;
increase in the interest rate payable on outstanding loans for the Facilities based on the Leverage Ratio as follows:
removal of interest rate pricing tiers if the Leverage Ratio of the Company is less than 1.50 to 1.00;
if the Leverage Ratio of the Company is greater than 3.50 to 1.00 but less than 4.50 to 1.00, the Company
will pay an additional 0.25% per annum interest rate margin on the outstanding loans under the Facilities
and an additional 0.05% per annum commitment fee on the unused portion of the Revolving Facility;
if the Leverage Ratio of the Company is greater than 4.50 to 1.00, the Company will pay an additional
0.50% per annum interest rate margin on the outstanding loans under the Facilities and an additional
0.10% per annum commitment fee on the unused portion of the Revolving Facility; and
requirement that the Company and certain direct and indirect domestic subsidiaries of the Company grant a
security interest in substantially all of the capital stock and equity interests of their respective domestic and first
tier material foreign subsidiaries to secure the obligations owing under the Facilities.
Under the Credit Agreement, we have the option to increase the Revolving Facility or the Term Loan Facility in an
aggregate amount of up to $300.0 million, subject to the Leverage Ratio of the Company not exceeding 4.00 to 1.00.
Our outstanding debt of $625.0 million at December 30, 2018 under the Facilities was composed of $375.0 million
outstanding under the Term Loan Facility and $250.0 million outstanding under the Revolving Facility. Including
58
Table of Contents
outstanding letters of credit, the Company’s remaining availability under the Facilities at December 30, 2018 was
approximately $110.0 million.
As of December 30, 2018, the Company had approximately $3.9 million in unamortized debt issuance costs, which are
being amortized into interest expense over the term of the Facilities. Upon execution of the Amendment, we wrote off
approximately $560,000 of these unamortized debt issuance costs in accordance with applicable accounting guidance. The
Company also incurred additional amendment fees of approximately $1.9 million, which will be amortized into interest
expense over the remaining term of the Facilities.
We attempt to minimize interest risk exposure by fixing our rate through the utilization of interest rate swaps, which are
derivative financial instruments. Our swaps are entered into with financial institutions that participate in the Facilities. By
using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk. Credit
risk is due to the possible failure of the counterparty to perform under the terms of the derivative contract.
We use interest rate swaps to hedge against the effects of potential interest rate increases on borrowings under our
Facilities. As of December 30, 2018, we have the following interest rate swap agreements:
Effective Dates
April 30, 2018 through April 30, 2023
April 30, 2018 through April 30, 2023
April 30, 2018 through April 30, 2023
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
Floating Rate Debt Fixed Rates
2.33 %
2.36 %
2.34 %
1.99 %
1.99 %
2.00 %
1.99 %
$ 55 million
$ 35 million
$ 35 million
$ 100 million
$ 75 million
$ 75 million
$ 25 million
The weighted average interest rates on our debt, including the impact of the interest rate swap agreements, were 3.9% for
the year ended December 30, 2018. An increase in the present interest rate of 100 basis points on the line of credit balance
outstanding as of December 30, 2018 would increase annual interest expense by $2.3 million.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling
banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee ("ARRC") has
proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice as the alternative to
LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a
paced market transition plan to SOFR from LIBOR and organizations are currently working on industry wide and company
specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. The Company has material
contracts that are indexed to LIBOR and is monitoring this activity and evaluating the related risks. Refer to “Recent
Accounting Pronouncements” in “Note 2” of “Notes to Consolidated Financial Statements” for additional information.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate fluctuations from our operations outside of the United States, which
can adversely impact our revenues, net (loss) income and cash flows. Our international operations principally consist of
distribution sales to franchised Papa John’s restaurants located in the United Kingdom and our franchise sales and support
activities, which derive revenues from sales of franchise and development rights and the collection of royalties from our
international franchisees. Approximately 8.3% of our 2018 revenues, 7.1% of our 2017 revenues and 6.6% of our revenues
for 2016 were derived from these operations.
We have not historically hedged our exposure to foreign currency fluctuations. Foreign currency exchange rate fluctuations
had a favorable impact of approximately $3.3 million in 2018 compared to an unfavorable impact of $4.1 million in 2017.
Foreign currency exchange rates did not have a significant impact on our income before income taxes in 2018 and had a
favorable impact of $1.0 million for 2017. An additional 10% adverse change in the foreign currency rates for our
international markets would result in an additional negative impact on annual revenue and income before income taxes of
$10.2 million and $2.1 million, respectively.
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Table of Contents
The outcome of the June 2016 referendum in the United Kingdom was a vote for the United Kingdom to cease to be a
member of the European Union (known as “Brexit”). Among other things, this has resulted in a lower valuation, on a
historical basis, of the British Pound in comparison to the US Dollar. The future impact of Brexit on our United Kingdom
Quality Control Center (“QCC”) and franchise operations included in the European Union could also include but may not
be limited to additional currency volatility, supply chain risks specifically with United Kingdom QCC exports to countries
within the European Union, and future trade, tariff, and regulatory changes. As of December 30, 2018, 30.1% of our total
international restaurants are in countries within the European Union.
Commodity Price Risk
In the ordinary course of business, the food and paper products we purchase, including cheese (our largest ingredient cost),
are subject to seasonal fluctuations, weather, availability, demand and other factors that are beyond our control. We have
pricing agreements with some of our vendors, including forward pricing agreements for a portion of our cheese purchases
for our domestic Company-owned restaurants, which are accounted for as normal purchases; however, we still remain
exposed to on-going commodity volatility.
The following table presents the actual average block price for cheese by quarter in 2018, 2017 and 2016. Also presented
is the projected 2019 average block price by quarter (based on the March 4, 2019 Chicago Mercantile Exchange cheese
futures prices for 2019:
Quarter 1
Quarter 2
Quarter 3
Quarter 4
Full Year
2019
2018
Projected Block
Price
Market
2017
Block
Price
2016
Block
Price
$ 1.431
1.598
1.678
1.669
$ 1.594
$1.522
1.607
1.592
1.487
$1.552
$1.613
1.566
1.642
1.639
$1.615
$1.473
1.405
1.691
1.718
$1.572
60
Table of Contents
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Papa John’s International, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheet of Papa John’s International, Inc. and subsidiaries (the
“Company”) as of December 30, 2018, the related consolidated statements of operations, comprehensive income,
stockholders’ (deficit), and cash flows for the year ended December 30, 2018, and the related notes and financial statement
Schedule II (collectively, the “consolidated financial statements”). We also have audited the Company’s internal control
over financial reporting as of December 30, 2018, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 30, 2018, and the results of its operations and its cash flows for the year ended
December 30, 2018, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 30, 2018 based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for
revenue from contracts with customers in 2018 due to the adoption of the new revenue standard.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Item 9A, “Management’s Report on Internal Control over Financial Reporting.” Our
responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained
in all material respects.
Our audit of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
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Table of Contents
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance 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 maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2018.
Louisville, Kentucky
March 8, 2019
62
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Papa John’s International, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Papa John’s International, Inc. and Subsidiaries (the
Company) as of December 31, 2017 and December 25, 2016, the related consolidated statements of income,
comprehensive income, stockholders' equity (deficit) and cash flows for each of the two years in the period ended
December 31, 2017, and the related notes and financial statement schedule for each of the two years in the period ended
December 31, 2017 listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial
position of the Company at December 31, 2017 and December 25, 2016, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended December 31, 2017, in conformity with U.S. generally accepted
accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company’s auditors from 1990 to 2018.
Louisville, Kentucky
February 27, 2018, except for Notes 16 and 24,
as to which the date is March 8, 2019
63
Table of Contents
Papa John’s International, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)
Revenues:
Domestic Company-owned restaurant sales
North America franchise royalties and fees
North America commissary
International
Other revenues
Total revenues
Costs and expenses:
Operating costs (excluding depreciation and amortization shown
separately below):
Domestic Company-owned restaurant expenses
North America commissary
International expenses
Other expenses
General and administrative expenses
Depreciation and amortization
Total costs and expenses
Refranchising and impairment gains/(losses), net
Operating income
Legal settlement
Investment income
Interest expense
Income before income taxes
Income tax expense
Net income before attribution to noncontrolling interests
Income attributable to noncontrolling interests
Net income attributable to the Company
Calculation of income for earnings per share:
Net income attributable to the Company
Change in noncontrolling interest redemption value
Net income attributable to participating securities
Net income attributable to common shareholders
Basic earnings per common share
Diluted earnings per common share
Basic weighted average common shares outstanding
Diluted weighted average common shares outstanding
Year ended
December 30,
December 31, December 25,
2018
2017
2016
$ 692,380
79,293
609,866
110,349
81,428
1,573,316
$ 816,718
106,729
673,712
114,021
72,179
1,783,359
$ 815,931
102,980
623,883
100,904
69,922
1,713,620
576,799
575,103
67,775
84,016
192,551
46,403
1,542,647
(289)
30,380
—
817
(25,306)
5,891
2,646
3,245
(1,599)
1,646
$
$
$
$
$
1,646
—
—
1,646
0.05
0.05
32,083
32,299
664,640
631,537
70,622
69,335
150,866
43,668
1,630,668
(1,674)
151,017
—
608
(11,283)
140,342
33,817
106,525
(4,233)
$ 102,292
651,536
579,834
62,574
66,253
158,135
40,987
1,559,319
10,222
164,523
898
785
(7,397)
158,809
49,717
109,092
(6,272)
$ 102,820
$ 102,292
1,419
(423)
$ 103,288
$ 102,820
567
(420)
$ 102,967
$
$
2.86
2.83
$
$
2.76
2.74
36,083
36,522
37,253
37,608
Dividends declared per common share
$
0.90
$
0.85
$
0.75
See accompanying notes.
64
Table of Contents
Papa John’s International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)
Net income before attribution to noncontrolling interests
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments (1)
Interest rate swaps (2)
Other comprehensive (loss) income, before tax
Income tax effect:
Foreign currency translation adjustments (1)
Interest rate swaps (3)
Income tax effect (4)
Other comprehensive (loss) income, net of tax
Comprehensive income before attribution to noncontrolling interests
Less: comprehensive loss (income), redeemable noncontrolling
interests
Less: comprehensive income, nonredeemable noncontrolling
interests
Comprehensive income attributable to the Company
Year ended
December 30, December 31, December 25,
2017
2018
2016
$ 3,245
$106,525
$ 109,092
(4,903)
4,254
(649)
1,110
(1,032)
78
(571)
2,674
4,570
1,421
5,991
(1,691)
(530)
(2,221)
3,770
110,295
(7,922)
1,492
(6,430)
2,931
(552)
2,379
(4,051)
105,041
488
(2,195)
(3,665)
(2,087)
$ 1,075
(2,038)
$106,062
(2,607)
$ 98,769
(1) On June 15, 2018, the Company refranchised 34 Company-owned restaurants and a quality control center located in
China. In conjunction with the transaction, approximately $1,300 of accumulated other comprehensive income and
$300 associated deferred tax related to foreign currency translation were reversed. See “Note 9” of “Notes to
Consolidated Financial Statements” for additional information.
(2) Amounts reclassified out of accumulated other comprehensive income (loss) into net interest expense included $22,
$421 and $1,161 for the years ended December 30, 2018, December 31, 2017 and December 25, 2016, respectively.
(3) The income tax effects of amounts reclassified out of accumulated other comprehensive income (loss) were $5, $156
and $429 for the years ended December 30, 2018, December 31, 2017 and December 25, 2016, respectively.
(4) As of January 1, 2018, we adopted ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other
Comprehensive Income,” and reclassified stranded tax effects of approximately $455 to retained earnings in the first
quarter of 2018. See “Note 2” of “Notes to Consolidated Financial Statements” for additional information.
See accompanying notes.
65
Table of Contents
Papa John’s International, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share amounts)
Assets
Current assets:
December 30, December 31,
2018
2017
Cash and cash equivalents
Accounts receivable (less allowance for doubtful accounts of $2,117 in 2018 and $2,271 in
$ 19,468
$ 22,345
2017)
Accounts receivable - affiliates (no allowance for doubtful accounts in 2018 and 2017)
Notes receivable (no allowance for doubtful accounts in 2018 and 2017)
Income tax receivable
Inventories
Prepaid expenses
Other current assets
Assets held for sale
Total current assets
Property and equipment, net
Notes receivable, less current portion (less allowance for doubtful accounts of $3,369 in 2018
and $1,047 in 2017)
Goodwill
Deferred income taxes, net
Other assets
Total assets
Liabilities and stockholders’ (deficit)
Current liabilities:
Accounts payable
Income and other taxes payable
Accrued expenses and other current liabilities
Deferred revenue current
Current portion of long-term debt
Total current liabilities
Deferred revenue
Long-term debt, less current portion, net
Deferred income taxes, net
Other long-term liabilities
Total liabilities
Redeemable noncontrolling interests
Stockholders’ (deficit):
Preferred stock ($0.01 par value per share; no shares issued)
Common stock ($0.01 par value per share; issued 44,301 at December 30, 2018 and 44,221
at December 31, 2017)
Additional paid-in capital
Accumulated other comprehensive (loss)
Retained earnings
Treasury stock (12,929 shares at December 30, 2018 and 10,290 shares at
December 31, 2017, at cost)
Total stockholders’ (deficit)
Noncontrolling interests in subsidiaries
Total stockholders’ (deficit)
Total liabilities, redeemable noncontrolling interests and stockholders’ (deficit)
See accompanying notes.
66
67,785
69
5,498
16,073
27,203
29,935
5,677
—
171,708
226,894
23,259
84,516
756
63,814
$ 570,947
$ 29,891
6,590
105,712
2,443
20,000
164,636
14,679
601,126
7,852
79,324
867,617
64,558
86
4,333
3,903
30,620
28,522
9,494
6,133
169,994
234,331
15,568
86,892
585
48,183
$ 555,553
$ 32,006
10,561
70,293
—
20,000
132,860
2,652
446,565
12,546
60,146
654,769
5,464
6,738
—
—
443
192,984
(3,143)
244,061
(751,704)
(317,359)
15,225
(302,134)
$ 570,947
442
184,785
(2,117)
292,251
(597,072)
(121,711)
15,757
(105,954)
$ 555,553
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Table of Contents
Papa John’s International Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
Operating activities
Net income before attribution to noncontrolling interests
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for uncollectible accounts and notes receivable
Depreciation and amortization
Deferred income taxes
Stock-based compensation expense
Loss (gain) on refranchising
Impairment loss
Other
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
Income tax receivable
Inventories
Prepaid expenses
Other current assets
Other assets and liabilities
Accounts payable
Income and other taxes payable
Accrued expenses and other current liabilities
Deferred revenue
Net cash provided by operating activities
Investing activities
Purchases of property and equipment
Loans issued
Repayments of loans issued
Acquisitions, net of cash acquired
Proceeds from divestitures of restaurants
Other
Net cash used in investing activities
Financing activities
Proceeds from issuance of term loan
Repayments of term loan
Net proceeds (repayments) of revolving credit facility
Debt issuance costs
Cash dividends paid
Tax payments for equity award issuances
Proceeds from exercise of stock options
Acquisition of Company common stock
Contributions from noncontrolling interest holders
Distributions to noncontrolling interest holders
Other
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
See accompanying notes.
69
Year ended
December 30,
2018
December 31, December 25,
2017
2016
$
3,245
$ 106,525
$ 109,092
4,761
46,403
1,705
9,936
289
—
5,677
1,386
(12,170)
3,093
(2,165)
4,834
1,464
(1,694)
(3,971)
10,273
(271)
72,795
(42,028)
(10,463)
5,805
—
7,707
180
(38,799)
—
(20,000)
175,000
(1,913)
(28,985)
(1,521)
2,699
(158,049)
—
(4,269)
356
(36,682)
(191)
(2,877)
22,345
$ 19,468
29
43,668
498
10,413
—
1,674
3,375
(7,358)
(1,531)
(5,485)
(4,414)
(1,158)
(742)
(8,743)
1,897
(3,012)
(661)
134,975
(52,593)
(8,103)
4,185
(21)
—
34
(56,498)
400,000
(5,000)
(225,575)
(3,181)
(30,720)
(2,428)
6,260
(209,586)
2,956
(5,449)
663
(72,060)
365
6,782
15,563
22,345
$
409
40,987
11,624
10,123
(11,572)
1,350
3,337
1,557
4,100
(3,639)
(3,826)
616
(6,269)
(916)
9
(7,960)
1,235
150,257
(55,554)
(3,210)
8,569
(13,352)
16,844
429
(46,274)
—
—
44,575
—
(27,896)
(6,024)
7,060
(122,381)
690
(5,610)
556
(109,030)
(396)
(5,443)
21,006
15,563
$
Table of Contents
Papa John’s International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. Description of Business
Papa John’s International, Inc. (referred to as the “Company,” “Papa John’s” or in the first person notations of “we,” “us”
and “our”), operates and franchises pizza delivery and carryout restaurants under the trademark “Papa John’s,” in all 50
states and in 46 international countries and territories as of December 30, 2018. Substantially all revenues are derived from
retail sales of pizza and other food and beverage products 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 and
information systems and related services used in their operations.
2. Significant Accounting Policies
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of Papa John’s and its subsidiaries. All
intercompany balances and transactions have been eliminated.
Variable Interest Entity
Papa John’s domestic restaurants, both Company-owned and franchised, participate in Papa John’s Marketing Fund, Inc.
(“PJMF”), a nonstock corporation designed to operate at break-even for the purpose of designing and administering
advertising and promotional programs for all participating domestic restaurants. PJMF is a variable interest entity (“VIE”)
as it does not have sufficient equity to fund its operations without ongoing financial support and contributions from its
members. Based on the ownership and governance structure and operating procedures of PJMF, we have determined that
we do not have the power to direct the most significant activities of PJMF and are therefore not the primary beneficiary.
Accordingly, consolidation of PJMF is not appropriate.
Fiscal Year
Our fiscal year ends on the last Sunday in December of each year. All fiscal years presented consist of 52 weeks except
for the 2017 fiscal year, which consisted of 53 weeks.
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated
Financial Statements and accompanying notes. Significant items that are subject to such estimates and assumptions include
allowance for doubtful accounts and notes receivable, intangible assets, contract assets and contract liabilities including
the online customer loyalty program obligation, insurance reserves and tax reserves. Although management bases its
estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual
results could significantly differ from these estimates.
Revenue Recognition
Revenue is measured based on consideration specified in contracts with customers and excludes waivers or incentives and
amounts collected on behalf of third parties, primarily sales tax. The Company recognizes revenue when it satisfies a
performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental
authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the
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Table of Contents
Company from a customer, are excluded from revenue. Delivery costs, including freight associated with our domestic
commissary and other sales, are accounted for as fulfillment costs and are included in operating costs.
As further described in Accounting Standards Adopted and Note 3, the Company adopted ASC Topic 606, “Revenue from
Contracts with Customers” (“Topic 606”), in the first quarter of 2018. Prior year revenue recognition follows ASC Topic
605, “Revenue Recognition.”
The following describes principal activities, separated by major product or service, from which the Company generates its
revenues:
Company-owned Restaurant Sales
The domestic and international Company-owned restaurants principally generate revenue from retail sales of high-quality
pizza, side items including breadsticks, cheesesticks, chicken poppers and wings, dessert items and canned or bottled
beverages. Revenues from Company-owned restaurants are recognized when the products are delivered to or carried out
by customers.
Our North American customer loyalty program, Papa Rewards, is a spend-based program that rewards customers with
points for each online purchase. Papa Rewards points are accumulated and redeemed. During the fourth quarter of 2018,
the program transitioned from product based rewards to dollar off discounts (“Papa Dough”) which can be used on future
purchases within a six month expiration window. The accrued liability in the Consolidated Balance Sheets, and
corresponding reduction of Company-owned restaurant sales in the Consolidated Statements of Operations, is for the
estimated reward redemptions at domestic Company-owned restaurants based upon estimated redemption patterns.
Currently, the liability related to Papa Rewards is calculated using the estimated redemption value for which the points
and accumulated rewards are expected to be redeemed. Revenue is recognized when the customer redeems the Papa Dough
reward. Prior to the adoption of Topic 606, the liability related to Papa Rewards was estimated using the incremental cost
accrual model which was based on the expected cost to satisfy the award and the corresponding expense was recorded in
general and administrative expenses in the Consolidated Statements of Operations.
Franchise Royalties and Fees
Franchise royalties which are based on a percentage of franchise restaurant sales are recognized as sales occur. Any royalty
reductions, including waivers or those offered as part of a new store development incentive or as incentive for other
behaviors including acceleration of restaurant remodels or equipment upgrades, are recognized at the same time as the
related royalty as they are not separately distinguishable from the full royalty rate. Franchise royalties are billed on a
monthly basis.
The majority of initial franchise license fees and area development exclusivity fees are from international locations. Initial
franchise license fees are billed at the store opening date. Area development exclusivity fees are billed upon execution of
the development agreements which grant the right to develop franchised restaurants in future periods in specific geographic
areas. Area development exclusivity fees are included in deferred revenue in the Consolidated Balance Sheets and
allocated on a pro rata basis to all stores opened under that specific development agreement. The pre-opening services
provided to franchisees do not contain separate and distinct performance obligations from the franchise right; thus, the
fees collected will be amortized on a straight-line basis beginning at the store opening date through the term of the franchise
agreement, which is typically 10 years. Franchise license renewal fees for both domestic and international locations, which
generally occur every 10 years, are billed before the renewal date. Fees received for future license renewal periods are
amortized over the life of the renewal period. For periods prior to adoption of Topic 606, revenue was recognized when
we performed our obligations related to such fees, primarily the store opening date for initial franchise fees and area
development fees, or the date the renewal option was effective for license renewal fees.
The Company offers various incentive programs for franchisees including royalty incentives, new restaurant opening
incentives (i.e. development incentives) and other support initiatives. Royalties and franchise fees sales are reduced to
reflect any royalty incentives earned or granted under these programs that are in the form of discounts.
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Commissary Sales
Commissary sales are comprised of food and supplies sold to franchised restaurants and are recognized as revenue upon
shipment or delivery of the related products to the franchisees. Payments are generally due within 30 days.
As noted above, there are various incentive programs available to franchisees related to new restaurant openings including
discounts on initial commissary orders and new store equipment incentives, at substantially no cost to franchisees.
Commissary sales are reduced to reflect incentives in the form of direct discounts on initial commissary orders. The new
store equipment incentive is also recorded as a reduction of commissary sales over the term of the incentive agreement,
which is generally three to five years.
Other Revenues
Fees for information services, including software maintenance fees, help desk fees and online ordering fees are recognized
as revenue as such services are provided and are included in other revenue.
Revenues for printing, promotional items, and direct mail marketing services are recognized upon shipment of the related
products to franchisees and other customers. Direct mail advertising discounts are also periodically offered by our
Preferred Marketing Solutions subsidiary. Other revenues are reduced to reflect these advertising discounts.
Rental income, primarily derived from properties leased by the Company and subleased to franchisees in the United
Kingdom, is recognized on a straight-line basis over the respective operating lease terms, in accordance with ASC Topic
840, “Leases.” The Company does not expect a significant impact on rental income upon adoption of the new lease
accounting guidance, ASU 2016-02, “Leases,” effective December 31, 2018 (at the beginning of fiscal year 2019).
Franchise Marketing Fund revenues represent contributions collected by various international and domestic marketing
funds (“Co-op” or “Co-operative”) where we have determined that we have control over the activities of the fund.
Contributions are based on a percentage of monthly restaurant sales. The adoption of Topic 606 revised the principal
versus agent determination of these arrangements. When we are determined to be the principal in these arrangements,
advertising fund contributions and expenditures are reported on a gross basis in the Consolidated Statements of Operations.
Our obligation related to these funds is to develop and conduct advertising activities in a specific country, region, or
market, including the placement of electronic and print materials. Marketing fund contributions are billed monthly.
For periods prior to the adoption of Topic 606, the revenues and expenses of certain international advertising funds and
the Co-op Funds in which we possess majority voting rights, were included in our Consolidated Statements of Operations
on a net basis as we previously concluded we were the agent in regard to the funds based upon principal/agent
determinations in industry-specific guidance that was in effect during those time periods.
Advertising and Related Costs
Advertising and related costs of $60.8 million, $72.3 million and $70.9 million in 2018, 2017 and 2016, respectively,
include the costs of domestic Company-owned local restaurant activities such as mail coupons, door hangers and
promotional items and contributions to PJMF and various local market cooperative advertising funds (“Co-op Funds”).
Contributions by domestic Company-owned and franchised restaurants to PJMF and the Co-op Funds are based on an
established percentage of monthly restaurant revenues. PJMF is responsible for developing and conducting marketing and
advertising for the domestic Papa John’s system. The Co-op Funds are responsible for developing and conducting
advertising activities in a specific market, including the placement of electronic and print materials developed by PJMF.
We recognize domestic Company-owned restaurant contributions to PJMF and the Co-op Funds in the period in which the
contribution accrues. During 2018, the Company also contributed $10.0 million to PJMF to increase marketing and
promotional activities which is included in general and administrative expenses and is a part of the Special charges for the
year. See Notes 16 and 19 for additional information.
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Table of Contents
Leases
Lease expense is recognized on a straight-line basis over the expected life of the lease term. A lease term often includes
option periods, available at the inception of the lease.
See Recent Accounting Pronouncements for information on the impact of the adoption effective December 31, 2018, of
the new lease accounting guidance, ASU 2016-02, “Leases.”
Stock-Based Compensation
Compensation expense for equity grants is estimated on the grant date, net of projected forfeitures, and is recognized over
the vesting period (generally in equal installments over three years). Restricted stock is valued based on the market price
of the Company’s shares on the date of grant. Stock options are valued using a Black-Scholes option pricing model. Our
specific assumptions for estimating the fair value of options are included in Note 20.
Cash Equivalents
Cash equivalents consist of highly liquid investments with maturity of three months or less at date of purchase. These
investments are carried at cost, which approximates fair value.
Accounts Receivable
Substantially all accounts receivable is due from franchisees for purchases of food, paper products, point of sale equipment,
printing and promotional items, information systems and related services, and royalties. Credit is extended based on an
evaluation of the franchisee’s financial condition and collateral is generally not required. A reserve for uncollectible
accounts is established as deemed necessary based upon overall accounts receivable aging levels and a specific review of
accounts for franchisees with known financial difficulties. Account balances are charged off against the allowance after
recovery efforts have ceased.
Notes Receivable
The Company provides financing to select franchisees principally for use in the construction and development of their
restaurants and for the purchase of restaurants from the Company or other franchisees. Most notes receivable bear interest
at fixed or floating rates and are generally secured by the assets of each restaurant and the ownership interests in the
franchise. In 2018, the Company also provided certain franchisees with royalty payment plans. We establish an allowance
based on a review of each borrower’s economic performance and underlying collateral value. Note balances are charged
off against the allowance after recovery efforts have ceased.
Inventories
Inventories, which consist of food products, paper goods and supplies, smallwares, and printing and promotional items,
are stated at the lower of cost, determined under the first-in, first-out (FIFO) method, or net realizable value.
Property and Equipment
Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful
lives of the assets (generally five to ten years for restaurant, commissary and other equipment, 20 to 40 years for buildings
and improvements, and five years for technology and communication assets). Leasehold improvements are amortized over
the terms of the respective leases, including the first renewal period (generally five to ten years).
Depreciation expense was $45.6 million in 2018, $42.6 million in 2017 and $39.7 million in 2016.
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Table of Contents
Deferred Costs
We capitalize certain information systems development and related costs that meet established criteria. Amounts
capitalized, which are included in property and equipment, are amortized principally over periods not exceeding five years
upon completion of the related information systems project. Total costs deferred were approximately $4.3 million in 2018,
$4.1 million in 2017 and $2.9 million in 2016. The unamortized information systems development costs approximated
$12.3 million and $11.1 million as of December 30, 2018 and December 31, 2017, respectively.
Intangible Assets — Goodwill
We evaluate goodwill annually in the fourth quarter or whenever we identify certain triggering events or circumstances
that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Such tests are
completed separately with respect to the goodwill of each of our reporting units, which includes our domestic Company-
owned restaurants, United Kingdom (“PJUK”), China, and Preferred Marketing Solutions operations. We may perform a
qualitative assessment or move directly to the quantitative assessment for any reporting unit in any period if we believe
that it is more efficient or if impairment indicators exist.
We elected to perform a quantitative assessment for our domestic Company-owned restaurants, United Kingdom
(“PJUK”), China, and Preferred Marketing Solutions operations in the fourth quarter of 2018. Our domestic Company-
owned restaurants, PJUK and Preferred Marketing Solutions fair value calculations considered both an income approach
and a market approach and our China fair value calculation considered an income approach. The income approach used
projected net cash flows, with various growth assumptions, over a ten-year discrete period and a terminal value, which
were discounted using appropriate rates. The selected discount rate considered the risk and nature of each reporting unit’s
cash flow and the rates of return market participants would require to invest their capital in the reporting unit. In
determining the fair value from a market approach, we considered earnings before interest, taxes, depreciation and
amortization multiples that a potential buyer would pay based on third-party transactions in similar markets.
As a result of our quantitative analyses, we determined that it was more-likely-than-not that the fair values of our reporting
units were greater than their carrying amounts. Subsequent to completing our goodwill impairment tests, no indicators of
impairment were identified. See Note 10 for additional information.
Deferred Income Tax Accounts and Tax Reserves
We are subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in
determining Papa John’s provision for income taxes and the related assets and liabilities. The provision for income taxes
includes income taxes paid, currently payable or receivable and those deferred. We use an estimated annual effective rate
based on expected annual income to determine our quarterly provision for income taxes. Discrete items are recorded in
the quarter in which they occur.
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets
and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences
reverse. Deferred tax assets are also recognized for the estimated future effects of tax attribute carryforwards (e.g., net
operating losses, capital losses, and foreign tax credits). The effect on deferred taxes of changes in tax rates is recognized
in the period in which the new tax rate is enacted. Valuation allowances are established when necessary on a jurisdictional
basis to reduce deferred tax assets to the amounts we expect to realize.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted, significantly decreasing the U.S. federal
income tax rate for corporations effective January 1, 2018. On that same date, the Securities and Exchange Commission
staff also issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the
Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment
date for companies to complete the accounting under ASC 740, “Income Taxes.” As a result, we remeasured our deferred
tax assets, liabilities and related valuation allowances in 2017. This remeasurement yielded a 2017 benefit of
approximately $7.0 million due to the lower income tax rate. At December 30, 2018 the Company has completed its
74
Table of Contents
analysis of the Tax Act. See Note 17 for additional information. Our net deferred income tax liability was approximately
$7.1 million at December 30, 2018.
Tax authorities periodically audit the Company. We record reserves and related interest and penalties for identified
exposures as income tax expense. We evaluate these issues and adjust for events, such as statute of limitations expirations,
court rulings or audit settlements, which may impact our ultimate payment for such exposures. We recognized decreases
in income tax expense of $1.7 million and $729,000 in 2017 and 2016, respectively, associated with the finalization of
certain income tax matters. There were no amounts recognized in 2018 as there were no related events. See Note 17 for
additional information.
Insurance Reserves
Our insurance programs for workers’ compensation, owned and non-owned automobiles, general liability, property, and
health insurance coverage provided to our employees are funded by the Company up to certain retention levels under our
retention programs. Retention limits generally range from $100,000 to $1.0 million.
Losses are accrued based upon undiscounted estimates of the liability for claims incurred using certain third-party actuarial
projections and our claims loss experience. The estimated insurance claims losses could be significantly affected should
the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves
recorded by the Company. The Company records estimated losses above retention within its reserve with a corresponding
receivable for expected amounts due from insurance carriers.
Derivative Financial Instruments
We recognize all derivatives on the balance sheet at fair value. At inception and on an ongoing basis, we assess whether
each derivative that qualifies for hedge accounting continues to be highly effective in offsetting changes in the cash flows
of the hedged item. If the derivative meets the hedge criteria as defined by certain accounting standards, depending on the
nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of assets,
liabilities or firm commitments through earnings or recognized in accumulated other comprehensive income/(loss) until
the hedged item is recognized in earnings.
We recognized income of $4.3 million ($3.2 million after tax) in 2018, $1.4 million ($0.9 million after tax) in 2017 and
income of $1.5 million ($0.9 million after tax) in 2016 in other comprehensive income/(loss) for the net change in the fair
value of our interest rate swaps. See Note 11 for additional information on our debt and credit arrangements.
Noncontrolling Interests
At December 30, 2018, after the 2018 divestiture of two joint ventures that owned 62 restaurants, the Company has three
joint ventures consisting of 183 restaurants, which have noncontrolling interests. Consolidated net income is required to
be reported separately at amounts attributable to both the Company and the noncontrolling interest. Additionally,
disclosures are required to clearly identify and distinguish between the interests of the Company and the interests of the
noncontrolling owners, including a disclosure on the face of the Consolidated Statements of Operations of income
attributable to the noncontrolling interest holder.
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The following summarizes the redemption feature, location and related accounting within the Consolidated Balance Sheets
for these three remaining joint venture arrangements:
Type of Joint Venture Arrangement
Location within
the Balance
Sheets
Recorded Value
Joint venture with no redemption feature
Option to require the Company to purchase the noncontrolling interest - not
currently redeemable
Permanent equity Carrying value
Temporary equity Carrying value
See Notes 8 and 9 for additional information regarding noncontrolling interests and divestitures.
Foreign Currency Translation
The local currency is the functional currency for each of our foreign subsidiaries. Revenues and expenses are translated
into U.S. dollars using monthly average exchange rates, while assets and liabilities are translated using year-end exchange
rates. The resulting translation adjustments are included as a component of accumulated other comprehensive
income/(loss) net of income taxes. In 2018, the Company refranchised 34 Company-owned restaurants and a quality
control center located in China. In conjunction with the transaction, approximately $1.3 million of accumulated other
comprehensive income and $300,000 associated deferred tax related to foreign currency translation were reversed. See
Note 9 for additional information.
Recent Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing
revenue recognition guidance under GAAP, including industry-specific requirements, and provides companies with a
single revenue recognition framework for recognizing revenue from contracts with customers. In March and April 2016,
the FASB issued additional amendments to Topic 606. This update and subsequently issued amendments require
companies to recognize revenue at amounts that reflect the consideration to which the companies expect to be entitled in
exchange for those goods or services at the time of transfer. Topic 606 requires that we assess contracts to determine each
separate and distinct performance obligation. If a contract has multiple performance obligations, we allocate the
transaction price using our best estimate of the standalone selling price to each distinct good or service in the contract.
The Company adopted Topic 606 as of January 1, 2018. See Note 3 for additional information.
Certain Tax effects from Accumulated Other Comprehensive Income (Loss)
In February 2018, the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220):
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”)” (“ASU 2018-02”),
which allows for an entity to reclassify disproportionate income tax in AOCI caused by the Tax Act to retained earnings.
The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including
interim periods within those years. The Company adopted ASU 2018-02 in the first quarter of 2018 by electing to
reclassify the income tax effects from AOCI to retained earnings. The impact of the adoption was not material to our
Consolidated Financial Statements.
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Goodwill
In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other,” (“ASU 2017-04”), which simplifies
the accounting for goodwill. ASU 2017-04 eliminates the second step of the goodwill impairment test, which requires a
hypothetical purchase price allocation. The goodwill impairment is the difference between the carrying value and fair
value, not to exceed the carrying amount. ASU 2017-04 is effective for annual and interim periods in fiscal years beginning
after December 15, 2019 with early adoption permitted. The Company adopted ASU 2017-04 in the fourth quarter of
2018. The impact of the adoption was not material to our Consolidated Financial Statements.
Employee Share-Based Payments
In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation: Improvements to Employee
Share-Based Payment Accounting” (“ASU 2016-09”). The guidance simplified the accounting and financial reporting of
the income tax impact of stock-based compensation arrangements. This guidance requires excess tax benefits to be
recorded as a discrete item within income tax expense rather than additional paid-in capital. In addition, excess tax benefits
are required to be classified as cash from operating activities rather than cash from financing activities.
The Company adopted this guidance as of the beginning of fiscal 2017. The Company elected to apply the cash flow
guidance of ASU 2016-09 retrospectively to all prior periods. The impact of retrospectively applying this guidance to the
Consolidated Statement of Cash Flows was a $6.2 million increase in net cash provided by operating activities and a
corresponding increase in net cash used in financing activities for the year ended December 25, 2016. The Company
elected to continue to estimate forfeitures, as permitted by ASU 2016-09, rather than electing to account for forfeitures as
they occur.
Hedging
In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815) Targeted Improvements to
Accounting for Hedging Activities” (“ASU 2017-12”) which intends to better align an entity's risk management activities
and financial reporting for hedging relationships through changes to both the designation and measurement guidance for
qualifying hedging relationships and the presentation of hedge results. The amendment attempts to simplify the application
of hedge accounting guidance. The pronouncement is effective for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU 2017-12 in the
fourth quarter of 2017. The impact of the adoption was not material to our Consolidated Financial Statements.
In addition, in October 2018, the FASB issued ASU 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the
Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge
Accounting Purposes” (“ASU 2018-16”), which amends Topic 815 to add the overnight index swap rate based on
the secured overnight financing rate as a fifth U.S. benchmark interest rate. This is in response to the Financial Conduct
Authority’s announcement in July 2017 that it intends to stop compelling banks to submit rates for the calculation of
LIBOR after 2021. The pronouncement is effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2018, with early adoption permitted. The Company has material contracts that are indexed
to LIBOR and is continuing to evaluate the accounting, transition and disclosure requirements of ASU 2018-16.
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Leases
In February 2016, the FASB issued ASU 2016-02, Topic 842, which requires companies to recognize a right-of-use asset
and a lease liability on the balance sheet for contracts that meet the definition of a lease. This guidance also requires
additional disclosures about the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is
effective for interim and annual periods beginning after December 15, 2018. In July 2018, the FASB issued ASU 2018-11,
“Leases (Topic 842): Targeted Improvements.” ASU 2018-11 allows companies to elect an optional transition method to
apply the new lease standard through a cumulative-effect adjustment in the period of adoption.
We have elected to adopt ASU 2016-02 using the optional transition method and we are revising our controls and processes
to address the lease standard. We plan to take advantage of the transition package of practical expedients permitted under
the transition guidance, which among other things, allows us to carryforward our prior lease classifications under ASC 840
and our assessment on whether a contract is or contains a lease. We will also elect to combine lease and non-lease
components for all asset classes and to keep leases with an initial term of 12 months or less off the balance sheet for select
asset classes. We do not expect to elect the use of hindsight practical expedient.
We do not expect ASU 2016-02 to have a material impact on our annual operating results or cash flows. The most
significant impact of adoption will be the recognition of right of use assets and lease liabilities on our balance sheet. We
expect the right of use asset recorded, net of amounts reclassified from other assets and liabilities, as specified by the new
lease guidance, will not be materially different than the lease liability, which will be based on the present value of the
remaining minimum rental payments of approximately $210 million using discount rates as of the effective date. See
Note 19 for additional information.
The Company’s subsidiary located in the United Kingdom leases certain restaurant space to our franchisees under sublease
agreements. As a lessor, we currently do not expect the new guidance to have a material effect on our Consolidated
Financial Statements, as we believe substantially all of our existing leases will continue to be classified as operating leases.
This revenue will continue to be reported as rental income in Other Revenues in the Consolidated Statements of Operations.
Financial Instruments – Credit Losses
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments,” which requires measurement and recognition of expected versus incurred losses for
financial assets held. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, with early adoption
permitted for annual periods beginning after December 15, 2018. The Company is currently assessing the impact of
adopting this standard on our Consolidated Balance Sheet, Results of Operations and Cash Flows.
Cloud Computing
In August 2018, the FASB issued ASU No. 2018-15 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic
350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service
Contract,” which aligns the requirements for capitalizing implementation costs in cloud computing arrangements with the
requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is
effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. Companies
can choose to adopt the new guidance prospectively or retrospectively. The Company is currently in the process of
evaluating the effects of this pronouncement on its Consolidated Financial Statements.
Reclassification
Certain prior year amounts in the Consolidated Statements of Operations have been reclassified to conform to the current
year presentation. See Note 24 for additional information.
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Subsequent Events
On February 3, 2019, the Company entered into a Securities Purchase Agreement with funds affiliated with Starboard
Value LP (together with its affiliates, “Starboard”), pursuant to which the Company sold to Starboard 200,000 shares of
the Company’s newly designated Series B convertible preferred stock, par value $0.01 per share (the “Series B Preferred
Stock”), at a purchase price of $1,000 per share, for an aggregate purchase price of $200,000,000. Starboard has the option
exercisable at their discretion, to purchase up to an additional 50,000 shares of Series B Preferred Stock for the same
purchase price per share on or prior to March 29, 2019. The Series B Preferred Stock is convertible at the option of the
holders at any time into shares of common stock based on the conversion rate determined by dividing $1,000, the stated
value of the Series B Preferred Stock, by $50.06. The initial dividend rate of the Series B Preferred Stock will be 3.6%
per annum on the stated value of $1,000 per share, payable quarterly in arrears. The Series B Preferred Stock will also
participate on an as-converted basis in any regular or special dividends paid to common stockholders. The Series B
Preferred Stock will be reported as temporary equity on the Company’s Consolidated Balance Sheet. In addition, the
Company has the right to offer up to 10,000 shares of Series B Preferred Stock to qualified Papa John’s franchisees, subject
to certain conditions of the Securities Purchase Agreement, on the same terms as Starboard.
3. Adoption of ASU 2014-09, “Revenue from Contracts with Customers”
The Company adopted Topic 606 using the modified retrospective transition method effective January 1, 2018. Results
for reporting periods beginning after January 1, 2018 are presented in accordance with Topic 606, while prior period
amounts are not adjusted and continue to be reported in accordance with our historical accounting under Topic 605,
“Revenue Recognition.”
The cumulative effect adjustment of $21.5 million was recorded as a reduction to retained earnings as of January 1, 2018
to reflect the impact of adopting Topic 606. The impact of applying Topic 606 for the year ended December 30, 2018
was an increase in revenues of $4.0 million and a decrease in pre-tax income of $3.4 million.
The adoption of Topic 606 did not impact the recognition and reporting of two of our largest sources of revenue: sales
from Company-owned restaurants and continuing royalties or other revenues from franchisees that are based on a
percentage of the franchise sales. The items impacted by the adoption include the presentation of new store equipment
incentives as an offset against commissary revenues, the presentation and amount of our loyalty program costs, the timing
of franchise and development fees revenue recognition, and the presentation of various domestic and international
advertising funds as further described below.
Cumulative Adjustment From Adoption
As previously noted, an after-tax reduction of $21.5 million was recorded to retained earnings in the first quarter of 2018
to reflect the cumulative impact of adopting Topic 606. This consists of $10.8 million related to franchise fees, $8.0 million
related to the customer loyalty program and $2.7 million related to marketing funds.
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The following chart presents the specific line items impacted by the cumulative adjustment.
(In thousands, except per share amounts)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable (less allowance for doubtful accounts of $2,271
in 2017)
Accounts receivable - affiliates (no allowance for doubtful accounts
in 2017)
Notes receivable (no allowance for doubtful accounts in 2017)
Income tax receivable
Inventories
Prepaid expenses
Other current assets
Assets held for sale
Total current assets
Property and equipment, net
Notes receivable, less current portion (less allowance for doubtful accounts of
$1,047 in 2017)
Goodwill
Deferred income taxes, net
Other assets
Total assets
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable
Income and other taxes payable
Accrued expenses and other current liabilities
Deferred revenue current
Current portion of long-term debt
Total current liabilities
Deferred revenue
Long-term debt, less current portion, net
Deferred income taxes, net
Other long-term liabilities
Total liabilities
Redeemable noncontrolling interests
Stockholders’ equity (deficit):
Preferred stock ($0.01 par value per share; no shares issued)
Common stock ($0.01 par value per share; issued 44,221 at December 31,
2017)
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Treasury stock (10,290 shares at December 31, 2017, at cost)
Total stockholders’ (deficit)
Noncontrolling interests in subsidiaries
Total stockholders’ (deficit)
Total liabilities, redeemable noncontrolling interests and stockholders’
As Reported
December 31,
2017
Total
Adjustments
Adjusted
Balance Sheet
at January 1,
2018
$ 22,345
$ 4,279
$ 26,624
64,558
493
65,051
86
4,333
3,903
30,620
28,522
9,494
6,133
169,994
234,331
15,568
86,892
585
48,183
$ 555,553
$ 32,006
10,561
70,293
—
20,000
132,860
2,652
446,565
12,546
60,146
654,769
6,738
—
442
184,785
(2,117)
292,251
(597,072)
(121,711)
15,757
(105,954)
—
—
—
—
(4,959)
—
—
(187)
—
—
—
—
(907)
$ (1,094)
$ (2,161)
—
15,860
2,400
—
16,099
10,798
—
(6,464)
—
20,433
—
—
—
—
—
(21,527)
—
(21,527)
—
(21,527)
86
4,333
3,903
30,620
23,563
9,494
6,133
169,807
234,331
15,568
86,892
585
47,276
$ 554,459
$ 29,845
10,561
86,153
2,400
20,000
148,959
13,450
446,565
6,082
60,146
675,202
6,738
—
442
184,785
(2,117)
270,724
(597,072)
(143,238)
15,757
(127,481)
(deficit)
$ 555,553
$ (1,094)
$ 554,459
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The impact of adoption at December 30, 2018 is as follows:
(In thousands, except per share amounts)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable (less allowance for doubtful accounts of $2,117 in
2018)
Accounts receivable - affiliates (no allowance for doubtful accounts
in 2018)
Notes receivable (no allowance for doubtful accounts in 2018)
Income tax receivable
Inventories
Prepaid expenses
Other current assets
Assets held for sale
Total current assets
Property and equipment, net
Notes receivable, less current portion (less allowance for doubtful accounts
of $3,369 in 2018)
Goodwill
Deferred income taxes, net
Other assets
Total assets
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable
Income and other taxes payable
Accrued expenses and other current liabilities
Deferred revenue current
Current portion of long-term debt
Total current liabilities
Deferred revenue
Long-term debt, less current portion, net
Deferred income taxes, net
Other long-term liabilities
Total liabilities
Redeemable noncontrolling interests
Stockholders’ (deficit):
Preferred stock ($0.01 par value per share; no shares issued)
Common stock ($0.01 par value per share; issued 44,301 at December 30,
2018)
Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained earnings
Treasury stock (12,929 shares at December 30, 2018, at cost)
Total stockholders’ (deficit)
Noncontrolling interests in subsidiaries
Total stockholders’ (deficit)
Total liabilities, redeemable noncontrolling interests and stockholders’
As Reported
December 30,
2018
Total
Adjustments
Balance Sheet
Without Adoption
of Topic 606
$ 19,468
$ (4,326)
$ 15,142
67,785
(401)
67,384
69
5,498
16,073
27,203
29,935
5,677
—
171,708
226,894
23,259
84,516
756
63,814
$ 570,947
$ 29,891
6,590
105,712
2,443
20,000
164,636
14,679
601,126
7,852
79,324
867,617
5,464
—
443
192,984
(3,143)
244,061
(751,704)
(317,359)
15,225
(302,134)
—
—
—
—
4,771
—
—
44
—
—
—
—
907
951
$
$ 1,585
—
(18,210)
(2,443)
—
(19,068)
(11,231)
—
7,255
—
(23,044)
—
—
—
—
—
23,989
—
23,989
6
23,995
69
5,498
16,073
27,203
34,706
5,677
—
171,752
226,894
23,259
84,516
756
64,721
$ 571,898
$ 31,476
6,590
87,502
—
20,000
145,568
3,448
601,126
15,107
79,324
844,573
5,464
—
443
192,984
(3,143)
268,050
(751,704)
(293,370)
15,231
(278,139)
(deficit)
$ 570,947
$
951
$ 571,898
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The impact for the year ended December 30, 2018 is as follows:
(In thousands, except per share amounts)
Revenues:
Domestic Company-owned restaurant sales
North America franchise royalties and fees
North America commissary
International
Other revenues
Total revenues
Costs and expenses:
Operating costs (excluding depreciation and amortization shown
separately below):
Domestic Company-owned restaurant expenses
North America commissary
International expenses
Other expenses
General and administrative expenses
Depreciation and amortization
Total costs and expenses
Refranchising and impairment gains/(losses), net
Operating income
Investment income
Interest expense
Income before income taxes
Income tax expense
Net income before attribution to noncontrolling interests
Income attributable to noncontrolling interests
Net income attributable to the Company
Calculation of income for earnings per share:
Net income attributable to the Company
Net income attributable to common shareholders
Basic earnings per common share
Diluted earnings per common share
Basic weighted average common shares outstanding
Diluted weighted average common shares outstanding
As Reported
Year Ended
December 30,
2018
Total
Adjustments
Statement of Operations
Without Adoption of
Topic 606
$ 692,380
79,293
609,866
110,349
81,428
1,573,316
$ 3,295
375
3,353
205
(11,238)
(4,010)
576,799
575,103
67,775
84,016
192,551
46,403
1,542,647
(289)
30,380
817
(25,306)
5,891
2,646
3,245
(1,599)
1,646
$
47
—
—
(10,847)
3,428
—
(7,372)
—
3,362
—
—
3,362
781
2,581
—
$ 2,581
$
$
$
$
1,646
1,646
$ 2,581
$ 2,581
0.05
0.05
$
$
0.08
0.08
32,083
32,299
32,083
32,299
$ 695,675
79,668
613,219
110,554
70,190
1,569,306
576,846
575,103
67,775
73,169
195,979
46,403
1,535,275
(289)
33,742
817
(25,306)
9,253
3,427
5,826
(1,599)
4,227
$
$
$
$
$
4,227
4,227
0.13
0.13
32,083
32,299
Transaction Price Allocated to the Remaining Performance Obligations
The following table (in thousands) includes estimated revenue expected to be recognized in the future related to
performance obligations that are unsatisfied at the end of the reporting period.
Performance Obligations by Period
Franchise Fees
Less than
1 Year
$ 2,443
1-2 Years
$2,186
2-3 Years 3-4 Years 4-5 Years
$ 1,768
$1,488
$ 1,960
Thereafter
$3,829
Total
$13,674
An additional $3.5 million of area development fees related to unopened stores and unearned royalties are included in
deferred revenue. Timing of revenue recognition is dependent upon the timing of store openings and franchisees’ revenues.
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As of December 30, 2018, the amount allocated to the Papa Rewards loyalty program is $18.0 million and is reflected in
the Consolidated Balance Sheet as part of the contract liability included in accrued expenses and other current liabilities.
This will be recognized as revenue as the points are redeemed, which is expected to occur within the next year.
The Company applies the practical expedient in ASC paragraph 606-10-50-14 and does not disclose information about
remaining performance obligations that have original expected durations of one year or less.
4. Revenue Recognition
Disaggregation of Revenue
In the following table (in thousands), revenue is disaggregated by major product line. The table also includes a
reconciliation of the disaggregated revenue with the reportable segments.
Major Products/Services Lines
Company-owned restaurant
sales
Commissary sales
Franchise royalties and fees
Other revenues
Eliminations
Total
Reportable Segments
Year Ended December 30, 2018
Domestic
Company-
owned
restaurants
North
America
commissaries
North
America
franchising International All others
Total
$ 692,380
-
-
-
-
$ 692,380
$
-
811,191
-
-
(201,325)
$ 609,866
$
-
-
82,258
-
(2,965)
$ 79,293
$ 6,237
68,124
35,988
21,202
(283)
$ 131,268
$
- $ 698,617
879,315
-
118,246
-
112,407
91,205
(235,269)
(30,696)
$ 60,509 $1,573,316
The revenue summarized above is described in Note 2 under the heading “Significant Accounting Policies – Revenue
Recognition.”
Contract Balances
The contract liabilities primarily relate to franchise fees which we classify as “Deferred revenue” and customer loyalty
program obligations which are classified with “Accrued expenses and other current liabilities.” During the year ended
December 30, 2018, the Company recognized $15.7 million in revenue, related to deferred revenue and customer loyalty
program.
Deferred revenue
Customer loyalty program
Total contract liabilities
Contract Liabilities (in thousands)
December 30, 2018 January 1, 2018
$ 17,122
18,019
$ 35,141
$ 15,850
14,724
$ 30,574
Change
$ 1,272
3,295
$ 4,567
The contract assets consist primarily of equipment incentives provided to franchisees. Equipment incentives are related
to the future value of commissary revenue the Company will receive over the term of the agreement.
As of December 30, 2018 and January 1, 2018, the contract assets were approximately $6.6 million and $7.1 million,
respectively. For the year ended December 30, 2018, revenue was reduced approximately $4.0 million for the amortization
of contract assets over the applicable contract terms. Contract assets are included in Other Current Assets and Other Assets.
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5. Stockholders’ Equity (Deficit)
Shares Authorized and Outstanding
The Company has authorized 5.0 million shares of preferred stock and 100.0 million shares of common stock. The
Company’s outstanding shares of common stock, net of repurchased common stock, were 31.4 million shares at
December 30, 2018 and 33.9 million shares at December 31, 2017. There were no shares of preferred stock issued or
outstanding at December 30, 2018 and December 31, 2017. Subsequent to December 30, 2018, on February 3, 2019, the
Company entered into a Securities Purchase Agreement in which the Company issued and sold 200,000 shares of the
Company’s newly designated Series B Preferred Stock. See ‘Subsequent Events’ in Note 2 for additional information.
Share Repurchase Program
We repurchased 2.7 million shares of our common stock for $158 million in 2018, including $100 million (1.7 million
shares) under an accelerated share repurchase agreement (“ASR Agreement”) with Bank of America, N.A. Share
repurchases for 2017 and 2016 were 3.0 million and 2.1 million for $209.6 million and $122.4 million, respectively. These
repurchases were under a share repurchase program that expired on February 27, 2019. Funding for the share repurchase
program was provided through a credit facility, operating cash flow, stock option exercises and cash and cash equivalents.
In connection with the execution of our amended Credit Agreement in October 2018, the Company cannot repurchase any
additional shares if our Leverage Ratio, as defined in the Credit Agreement is higher than 3.75 to 1.0. See Note 11 for
additional information on our Credit Agreement.
Cash Dividend
The Company paid dividends of $29.0 million in 2018, $30.7 million in 2017 and $27.9 million in 2016. Subsequent to
fiscal 2018, our Board of Directors declared a first quarter 2019 cash dividend of $0.225 per common share, or
approximately $8.0 million, including the Series B Preferred Stock dividend on an as-converted basis to common stock.
The dividend was paid on February 22, 2019 to shareholders of record as of the close of business on February 11, 2019.
In connection with the execution of our amended Credit Agreement in October 2018, no increase in dividends per share
may occur if our Leverage Ratio as defined in the Credit Agreement is higher than 3.75 to 1.0.
Stockholder Rights Plan
On July 22, 2018, the Board of Directors of the Company approved the adoption of a limited duration stockholder rights
plan (the “Rights Plan”) with an expiration date of July 22, 2019 and an ownership trigger threshold of 15% (with a
threshold of 31% applied to John H. Schnatter, together with his affiliates and family members). In connection with the
Rights Plan, the Board of Directors authorized and declared a dividend to stockholders of record at the close of business
on August 2, 2018 of one preferred share purchase right (a “Right”) for each outstanding share of Papa John’s common
stock. Upon certain triggering events, each Right would entitle the holder to purchase from the Company one one-
thousandth (subject to adjustment) of one share of Series A Junior Participating Preferred Stock, $0.01 par value per share
of the Company (“Preferred Stock”) at an exercise price of $250.00 (the “Exercise Price”) per one one-thousandth of a
share of Preferred Stock. In addition, if a person or group acquires beneficial ownership of 15% or more of the Company’s
common stock (or in the case of Mr. Schnatter, 31% or more) without prior board approval, each holder of a Right (other
than the acquiring person or group whose Rights will become void) will have the right to purchase, upon payment of the
Exercise Price and in accordance with the terms of the Rights Plan, a number of shares of the Company’s common stock
having a market value of twice the Exercise Price. The complete terms of the Rights are set forth in a Rights Agreement
(the “Rights Agreement”), dated as of July 22, 2018, between the Company and Computershare Trust Company, N.A., as
rights agent. Subsequent to the year ended December 30, 2018, on February 3, 2019, the Company entered into an
amendment to the Rights Agreement to exempt funds affiliated with Starboard Value LP from the 15% ownership trigger
threshold, to facilitate the Company’s sale to the funds of the Company’s Series B Preferred Stock. On March 5, 2019,
the Board of Directors extended the term of the Rights Plan to March 6, 2022, increased the ownership trigger threshold
at which a person becomes an acquiring person from 15% to 20%, except as set forth above, removed the “acting in
concert” provision in response to stockholder feedback, and included a qualifying offer provision as set forth in the Rights
Plan.
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6. Earnings per Share
We compute earnings per share using the two-class method. The two-class method requires an earnings allocation formula
that determines earnings per share for common shareholders and participating security holders according to dividends
declared and participating rights in undistributed earnings. We consider time-based restricted stock awards to be
participating securities because holders of such shares have non-forfeitable dividend rights. Under the two-class method,
undistributed earnings allocated to participating securities are subtracted from net income attributable to the Company in
determining net income attributable to common shareholders.
Additionally, in accordance with ASC 480, “Distinguishing Liabilities from Equity”, the increase in the redemption value
for the noncontrolling interest of one of our joint ventures reduces income attributable to common shareholders (and a
decrease in redemption value increases income attributable to common shareholders). This joint venture was divested
during 2018 and no change in redemption value occurred in 2018. The change in noncontrolling interest redemption value
was $1.4 million and $570,000 for the years ended December 31, 2017 and December 25, 2016, respectively. See Notes 8
and 9 for additional information.
Basic earnings per common share are computed by dividing net income attributable to common shareholders by the
weighted-average common shares outstanding. Diluted earnings per common share are computed by dividing the net
income attributable to common shareholders by the diluted weighted average common shares outstanding. Diluted
weighted average common shares outstanding consist of basic weighted average common shares outstanding plus weighted
average awards outstanding under our equity compensation plans, which are dilutive securities.
The calculations of basic earnings per common share and diluted earnings per common share for the years ended
December 30, 2018, December 31, 2017 and December 25, 2016 are as follows (in thousands, except per share data):
Basic earnings per common share:
Net income attributable to the Company
Change in noncontrolling interest redemption value
Net income attributable to participating securities
Net income attributable to common shareholders
Weighted average common shares outstanding
Basic earnings per common share
Diluted earnings per common share:
Net income attributable to common shareholders
Weighted average common shares outstanding
Dilutive effect of outstanding equity awards (a)
Diluted weighted average common shares outstanding
Diluted earnings per common share
2018
2017
2016
$ 1,646 $ 102,292 $ 102,820
567
—
(420)
—
$ 1,646 $ 103,288 $ 102,967
1,419
(423)
32,083
$ 0.05 $
36,083
37,253
2.76
2.86 $
$ 1,646 $ 103,288 $ 102,967
32,083
216
32,299
$ 0.05 $
36,083
439
36,522
2.83 $
37,253
355
37,608
2.74
(a) Shares subject to options to purchase common stock with an exercise price greater than the average market price for
the year were not included in the computation of diluted earnings per common share because the effect would have been
antidilutive. The weighted average number of shares subject to antidilutive options was 1.2 million in 2018, 278,000 in
2017 and 331,000 in 2016.
See Note 8 for additional information regarding our noncontrolling interests and Note 20 for equity awards, including
restricted stock.
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7. Fair Value Measurements and Disclosures
The Company is required to determine the fair value of financial assets and liabilities based on the price that would be
received to sell the asset or paid to transfer the liability to a market participant. Fair value is a market-based measurement,
not an entity specific measurement. The fair value of certain assets and liabilities approximates carrying value because of
the short-term nature of the accounts, including cash and cash equivalents, accounts receivable and accounts payable. The
carrying value of our notes receivable, net of allowances, also approximates fair value. The fair value of the amount
outstanding under our term debt and revolving credit facility approximates their carrying values due to their variable
market-based interest rates (Level 2).
Certain assets and liabilities are measured at fair value on a recurring and non-recurring basis and are required to be
classified and disclosed in one of the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
Our financial assets and liabilities that were measured at fair value on a recurring basis as of December 30, 2018 and
December 31, 2017 are as follows (in thousands):
Carrying
Value
Fair Value Measurements
Level 1 Level 2 Level 3
December 30, 2018
Financial assets:
Cash surrender value of life insurance policies (a)
Interest rate swaps (b)
December 31, 2017
Financial assets:
Cash surrender value of life insurance policies (a)
Interest rate swaps (b)
$ 27,751 $ 27,751 $ — $ —
—
4,905
—
4,905
$ 28,645 $ 28,645 $ — $ —
—
—
651
651
(a) Represents life insurance policies held in our non-qualified deferred compensation plan.
(b) The fair values of our interest rate swaps are based on the sum of all future net present value cash flows. The future
cash flows are derived based on the terms of our interest rate swaps, as well as considering published discount factors,
and projected London Interbank Offered Rates (“LIBOR”).
Our assets and liabilities that were measured at fair value on a non-recurring basis as of December 31, 2017 include assets
held for sale. The fair value was determined using a market-based approach with unobservable inputs (Level 3) less any
estimated selling costs. We recorded an impairment loss of $1.7 million in 2017 which represents the excess of the carrying
value over the fair value; the impairment is recorded in refranchising and impairment gains/(losses), net in the Consolidated
Statements of Operations.
There were no transfers among levels within the fair value hierarchy during fiscal 2018 or 2017.
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8. Noncontrolling Interests
At December 31, 2017, Papa John’s had five joint venture arrangements in which there were noncontrolling interests held
by third parties. In the first quarter of 2018, one joint venture was divested and a second joint venture was divested in the
third quarter of 2018.
As of December 30, 2018, there were 183 restaurants that comprise three joint ventures as compared to 246 restaurants in
five joint venture arrangements at December 31, 2017. See Note 9 for more information on these related divestitures.
We are required to report the consolidated net (loss) income amounts attributable to the Company and the noncontrolling
interests. Additionally, disclosures are required to clearly identify and distinguish between the interests of the Company
and the interests of the noncontrolling owners, including a disclosure on the face of the Consolidated Statements of
Operations of income attributable to the noncontrolling interest holders.
The income before income taxes attributable to these joint ventures for the years ended December 30, 2018, December 31,
2017 and December 25, 2016 were as follows (in thousands):
Papa John’s International, Inc.
Noncontrolling interests
Total income before income taxes
2018
2017
2016
$ 5,794 $ 7,181 $ 9,913
1,599
6,272
4,233
$ 7,393 $ 11,414 $ 16,185
As of December 30, 2018, the noncontrolling interest holder of one joint venture has the option to require the Company to
purchase their interest, though not currently redeemable. Since redemption of the noncontrolling interests is outside of the
Company’s control, the noncontrolling interests are presented in the caption “Redeemable noncontrolling interests” in the
Consolidated Balance sheets.
The following summarizes changes in our redeemable noncontrolling interests in 2018 and 2017 (in thousands):
Balance at December 25, 2016
Net income
Distributions
Change in redemption value
Balance at December 31, 2017
Net loss
Distributions
Balance at December 30, 2018
9. Divestitures
Divestitures
$ 8,461
2,195
(2,499)
(1,419)
$ 6,738
(274)
(1,000)
$ 5,464
In the first quarter of 2018, the Company refranchised 31 restaurants owned through a joint venture in the Denver, Colorado
market. The Company held a 60% ownership share in the restaurants being refranchised. The noncontrolling interest
portion of the joint venture arrangement was previously recorded at redemption value within the Consolidated Balance
Sheet. Total consideration for the asset sale of the restaurants was $4.8 million, consisting of cash proceeds of $3.7 million,
including cash paid for various working capital items, and notes financed by Papa John’s for $1.1 million.
In connection with the divestiture, we wrote off $700,000 of goodwill. This goodwill was allocated based on the relative
fair value of the sales proceeds versus the total fair value of the Company-owned restaurants’ reporting unit. We recorded
a pre-tax refranchising gain of approximately $690,000.
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As a result of assigning our interest in obligations under property leases as a condition of the refranchising of the Denver
market, we are contingently liable for payment of the 31 leases. These leases have varying terms, the latest of which
expires in 2024. As of December 30, 2018, the estimated maximum amount of undiscounted payments the Company could
be required to make in the event of nonpayment by the primary lessee was $2.9 million. The fair value of the guarantee is
not material.
In the second quarter of 2018, the Company refranchised 34 Company-owned restaurants and a quality control center
located in Beijing and Tianjin, China. The Company recorded an impairment of $1.7 million and $1.4 million in 2017 and
2016, respectively, associated with the China operations and the assets and liabilities were classified as held for sale in the
Consolidated Balance Sheet as of December 31, 2017. We recorded a pre-tax loss of approximately $1.9 million associated
with the sale of the restaurants and reversed $1.3 million of accumulated other comprehensive income related to foreign
currency translation as part of the disposal. The $1.9 million pre-tax loss in 2018 and impairments recorded in 2017 and
2016 are recorded in refranchising and impairment gains (losses), net on the Consolidated Statements of Operations. In
addition, we also had $2.4 million of additional tax expense associated with the China refranchise in the second quarter of
2018. This additional tax expense is primarily attributable to the required recapture of operating losses previously taken
by the Company.
The following summarizes the associated China assets and liabilities that were classified as held for sale in 2017 (in
thousands):
Cash
Inventories
Prepaid expenses
Net property and equipment
Other assets
Valuation allowance
Total assets held for sale
Accounts payable
Accrued and other liabilities
Total liabilities held for sale
December 31, 2017
$
$
$
$
908
505
570
4,878
946
(1,674)
6,133
1,817
470
2,287
In the third quarter of 2018, the Company completed the refranchising of 31 stores owned through a joint venture in the
Minneapolis, Minnesota market. The Company held a 70% ownership share in the restaurants being refranchised. Total
consideration for the asset sale of the restaurants was $3.75 million.
In connection with the divestiture, we wrote off approximately $600,000 of goodwill. This goodwill was allocated based
on the relative fair value of the sales proceeds versus the total fair value of the Company-owned restaurants’ reporting
unit. We recorded a pre-tax refranchising gain of approximately $930,000 associated with the sale of the restaurants.
As a result of assigning our interest in obligations under property leases as a condition of the refranchising of the Minnesota
market, we are contingently liable for payment of the 31 leases. These leases have varying terms, the latest of which
expires in 2025. As of December 30, 2018, the estimated maximum amount of undiscounted payments the Company could
be required to make in the event of nonpayment by the primary lessee was $5.9 million. The fair value of the guarantee is
not material.
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10. Goodwill
The following summarizes changes in the Company’s goodwill, by reportable segment (in thousands):
Balance as of December 25, 2016
Foreign currency adjustments
Balance as of December 31, 2017
Divestitures (b)
Foreign currency adjustments
Balance as of December 30, 2018
Domestic
Company-
owned
Restaurants International (a) All Others Total
$ 70,048
—
70,048
(1,359)
—
$ 68,689
$ 15,045
1,363
16,408
—
(1,017)
$ 15,391
$ 436
—
436
—
—
$ 436
$ 85,529
1,363
86,892
(1,359)
(1,017)
$ 84,516
(a) The international goodwill balances for all years presented are net of accumulated impairment of $2.3 million
associated with our PJUK reporting unit, which was recorded in fiscal 2008.
(b) Includes 62 restaurants located in two domestic markets.
For fiscal year 2018, we performed a quantitative analysis for our domestic Company-owned restaurants, Preferred
Marketing Solutions, China, and PJUK reporting units. For fiscal years 2017 and 2016, we performed a qualitative analysis
on each reporting unit. No impairment charges were recorded upon the completion of our goodwill impairment tests in
2018, 2017 and 2016, excluding the China goodwill allocated to assets held for sale in 2016.
11. Debt and Credit Arrangements
Long-term debt, net consists of the following (in thousands):
Outstanding debt
Unamortized debt issuance costs
Current portion of long-term debt
Total long-term debt, less current portion, net
December 30, December 31,
2018
$ 625,000
(3,874)
(20,000)
$ 601,126
2017
$ 470,000
(3,435)
(20,000)
$ 446,565
On August 30, 2017, the Company entered into a credit agreement (the “Credit Agreement”) which provided for a
revolving credit facility in an aggregate principal amount of $600.0 million (the “Revolving Facility”) and a term loan
facility in an aggregate principal amount of $400.0 million (the “Term Loan Facility”) and together with the Revolving
Facility, the “Facilities”. The Facilities mature on August 30, 2022. The loans under the Facilities, after giving effect to
the Amendment described below, accrue interest at a per annum rate equal to, at the Company’s election, either a LIBOR
rate plus a margin ranging from 125 to 250 basis points or a base rate (generally determined by a prime rate, federal funds
rate or a LIBOR rate plus 1.00%) plus a margin ranging from 25 to 150 basis points. In each case, the actual margin is
determined according to a ratio of the Company’s total indebtedness to earnings before interest, taxes, depreciation and
amortization (“EBITDA”) for the then most recently ended four-quarter period (the “Leverage Ratio”). Quarterly
amortization payments are required to be made on the Term Loan Facility in the amount of $5.0 million which began in
the fourth quarter of 2017. Loans outstanding under the Credit Agreement may be prepaid at any time without premium
or penalty, subject to customary breakage costs in the case of borrowings for which a LIBOR rate election is in effect. Up
to $35.0 million of the Revolving Facility may be advanced in certain agreed foreign currencies, including Euros, Pounds
Sterling, Canadian Dollars, Japanese Yen, and Mexican Pesos. The Credit Agreement contains customary affirmative and
negative covenants, including financial covenants requiring the maintenance of the Leverage Ratio and a specified fixed
charge coverage ratio.
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On October 9, 2018, we entered into an amendment to the Credit Agreement (the “Amendment”). The amendments and
modifications to the Credit Agreement are effective through the remainder of the term of the Facilities and include, without
limitation, the following:
reduction of the maximum amount available under the Revolving Facility to $400.0 million; there was no change
in available Term Loan Facility borrowings;
amendment to the definition of EBITDA to exclude certain costs recorded as Special charges (up to certain pre-
defined limits) as detailed in Note 19 “Commitments and Contingencies”;
modification of the financial covenants in the Credit Agreement by increasing the permitted Leverage Ratio to
5.25 to 1.0 beginning in the third quarter of 2018, decreasing over time to 4.00 to 1.0 by 2022; and decreasing the
permitted specified fixed charge coverage ratio to 2.00 to 1.0 beginning in the third quarter of 2018 and increasing
over time to 2.50 to 1.0 in 2021 and thereafter. We were in compliance with these financial covenants at
December 30, 2018;
certain modifications to the negative covenant restricting the ability to make dividends and distributions. If the
Leverage Ratio is above 3.75 to 1.0, the Company cannot repurchase any of its shares of common stock and
cannot increase the cash dividend above the lesser of $0.225 per share per quarter or $35 million per fiscal year;
increase in the interest rate payable on outstanding loans for the Facilities based on the Leverage Ratio as follows:
removal of interest rate pricing tiers if the Leverage Ratio of the Company is less than 1.50 to 1.00;
if the Leverage Ratio of the Company is greater than 3.50 to 1.00 but less than 4.50 to 1.00, the Company
will pay an additional 0.25% per annum interest rate margin on the outstanding loans under the Facilities
and an additional 0.05% per annum commitment fee on the unused portion of the Revolving Facility;
if the Leverage Ratio of the Company is greater than 4.50 to 1.00, the Company will pay an additional
0.50% per annum interest rate margin on the outstanding loans under the Facilities and an additional
0.10% per annum commitment fee on the unused portion of the Revolving Facility; and
requirement that the Company and certain direct and indirect domestic subsidiaries of the Company grant a
security interest in substantially all of the capital stock and equity interests of their respective domestic and first
tier material foreign subsidiaries to secure the obligations owing under the Facilities.
Under the Credit Agreement, as amended, we have the option to increase the Revolving Facility or the Term Loan Facility
in an aggregate amount of up to $300.0 million, subject to the Leverage Ratio of the Company not exceeding 4.00 to 1.00.
Our outstanding debt of $625.0 million at December 30, 2018 under the Facilities was composed of $375.0 million
outstanding under the Term Loan Facility and $250.0 million outstanding under the Revolving Facility. Including
outstanding letters of credit, the Company’s remaining availability under the Facilities at December 30, 2018 was
approximately $110.0 million.
As of December 30, 2018, the Company had approximately $3.9 million in unamortized debt issuance costs, which are
being amortized into interest expense over the term of the Facilities. Upon execution of the Amendment, we wrote off
approximately $560,000 of these unamortized debt issuance costs in accordance with applicable accounting guidance. The
Company also incurred additional amendment fees of approximately $1.9 million, which will be amortized into interest
expense over the remaining term of the Facilities.
We attempt to minimize interest risk exposure by fixing our rate through the utilization of interest rate swaps, which are
derivative financial instruments. Our swaps are entered into with financial institutions that participate in the Facilities. By
using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk. Credit
risk is due to the possible failure of the counterparty to perform under the terms of the derivative contract.
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We use interest rate swaps to hedge against the effects of potential interest rate increases on borrowings under our
Facilities. As of December 30, 2018, we have the following interest rate swap agreements:
Effective Dates
April 30, 2018 through April 30, 2023
April 30, 2018 through April 30, 2023
April 30, 2018 through April 30, 2023
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
January 30, 2018 through August 30, 2022
Floating Rate Debt Fixed Rates
2.33 %
2.36 %
2.34 %
1.99 %
1.99 %
2.00 %
1.99 %
$ 55 million
$ 35 million
$ 35 million
$ 100 million
$ 75 million
$ 75 million
$ 25 million
The gain or loss on the swaps is recognized in other comprehensive (loss) income and reclassified into earnings as
adjustments to interest expense in the same period or periods during which the swaps affect earnings.
The following table provides information on the location and amounts of our swaps in the accompanying Consolidated
Financial Statements (in thousands):
Balance Sheet Location
Interest Rate Swap Derivatives
Fair Value
Fair Value
December 30,
2018
December 31,
2017
Other current and long-term assets
$ 4,905
$ 651
There were no derivatives that were not designated as hedging instruments.
The effect of derivative instruments on the accompanying Consolidated Financial Statements is as follows (in thousands):
Derivatives -
Cash Flow
Hedging
Relationships
Amount of Gain or
(Loss) Recognized
in AOCI/AOCL
on Derivative
Location of Gain
or (Loss)
Amount of Gain
or (Loss)
Reclassified from
AOCI/AOCL into
Reclassified from
AOCI/AOCL into
Income
Income
Total Interest Expense
on Consolidated
Statements of
Operations
Interest rate swaps:
2018
2017
2016
$ 3,222
$ 891
$ 940
Interest expense
Interest expense
Interest expense
(22)
$
$
(421)
$ (1,161)
$ (25,306)
$ (11,283)
(7,397)
$
The weighted average interest rates on our debt, including the impact of the interest rate swap agreements, were 3.9%,
2.7% and 2.1% in fiscal 2018, 2017 and 2016, respectively. Interest paid, including payments made or received under the
swaps, was $23.5 million in 2018, $10.8 million in 2017 and $7.1 million in 2016. As of December 30, 2018, the portion
of the $4.9 million interest rate swap asset that would be reclassified into earnings during the next 12 months as interest
income approximates $1.3 million.
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12. Net Property and Equipment
Net property and equipment consists of the following (in thousands):
Land
Buildings and improvements
Leasehold improvements
Equipment and other
Construction in progress
Total property and equipment
Accumulated depreciation and amortization
Net property and equipment
13. Notes Receivable
December 30, December 31,
2018
2017
$ 33,833 $ 33,994
91,809
125,204
378,509
10,983
640,499
(406,168)
$ 226,894 $ 234,331
91,665
125,192
402,991
11,491
665,172
(438,278)
Selected domestic and international franchisees have borrowed funds from the Company, principally for use in the
construction and development of their restaurants. In 2018, the Company also provided certain franchisees with royalty
payment plans. We have also entered into loan agreements with certain franchisees that purchased restaurants from us or
from other franchisees. Loans outstanding were approximately $28.8 million and $19.9 million on a consolidated basis as
of December 30, 2018 and December 31, 2017, respectively, net of allowance for doubtful accounts.
The majority of notes receivable bear interest at fixed or floating rates and are generally secured by the assets of each
restaurant and the ownership interests in the franchisee. Interest income recorded on franchisee loans was approximately
$750,000 in 2018, $579,000 in 2017 and $684,000 in 2016 and is reported in investment income in the accompanying
Consolidated Statements of Operations.
Based on our review of certain borrowers’ economic performance and underlying collateral value, we established
allowances of $3.4 million and $1.0 million as of December 30, 2018 and December 31, 2017, respectively, for potentially
uncollectible notes receivable. The following summarizes changes in our notes receivable allowance for doubtful accounts
(in thousands):
Balance as of December 25, 2016
Recovered from costs and expenses
Deductions, including notes written off
Balance as of December 31, 2017
Recovered from costs and expenses
Additions, net of notes written off
Balance as of December 30, 2018
$ 2,759
(1,715)
3
1,047
(393)
2,715
$ 3,369
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14. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
Salaries, benefits and bonuses
Insurance reserves, current
Purchases
Customer loyalty program (a)
Rent
Marketing
Deposits
Utilities
Consulting and professional fees
Legal costs
Other
Total
December 30, December 31,
2018
$ 12,979
33,769
11,336
18,019
3,932
4,539
1,415
1,478
8,671
2,093
7,481
$105,712
2017
$ 15,365
19,847
11,364
4,276
3,794
1,481
3,091
1,382
1,134
804
7,755
$ 70,293
(a) See Note 2 and Note 3 for additional information regarding the change in accounting for the
customer loyalty program.
15. Other Long-term Liabilities
Other long-term liabilities consist of the following (in thousands):
Deferred compensation plan
Insurance reserves
Accrued rent
Other
Total
December 30, December 31,
2018
$ 27,796
42,144
6,461
2,923
$ 79,324
2017
$ 28,690
21,995
7,129
2,332
$ 60,146
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16. Other General Expenses
Other general expenses are included within General and administrative expenses and primarily consist of the following (in
thousands):
December 30,
December 31, December 25,
Year Ended
Contribution to National Marketing Fund (a)
Re-imaging costs for restaurants and write-off of brand
assets (b)
Provision (credit) for uncollectible accounts and notes
receivable (c)
Loss on disposition of fixed assets
Papa Rewards (d)
Franchise support initiative (e)
Other
Other general expenses
Special Committee costs (f)
Administrative expenses
General and administrative expenses
2018
$ 10,000
$
2017
2016
$
-
-
-
-
5,841
3,338
2,233
-
34
(1,725)
19,721
19,474
153,356
$ 192,551
(1,441)
2,493
1,046
2,986
343
5,427
-
145,439
$150,866
(450)
623
442
3,185
361
4,161
-
153,974
$158,135
(a) Incremental contributions to National Marketing Fund to increase marketing and promotional activities during 2018.
See Note 19 for additional information.
(b) During 2018, the Company paid for certain re-imaging costs for both Company-owned and franchise units. See Note
19 for additional information.
(c) Bad debt recorded on accounts receivable and notes receivable.
(d) Online customer loyalty program costs in 2017 and 2016. In 2018, the Company adopted Topic 606 with updated
accounting guidelines for loyalty programs which are now recorded as a reduction to domestic Company-owned
restaurants revenue. See Notes 3 and 4 for additional information.
(e) Franchise incentives include incentives to franchisees for opening new restaurants. In 2018, the Company adopted
Topic 606 with updated accounting guidelines for new store equipment incentives, which are now recorded as a
reduction of commissary revenues. See Notes 3 and 4 for additional information.
(f) Costs totaling approximately $19.5 million associated with the activities of the Special Committee of the Board of
Directors, including legal and advisory costs related to the review of a wide range of strategic opportunities for the
Company that culminated in the recent strategic investment in the Company by affiliates of Starboard Value LP, as
well as a third-party audit of the culture of Papa John’s. See Note 19 for additional information.
17. Income Taxes
The following table presents the domestic and foreign components of income (loss) before income taxes for 2018, 2017
and 2016 (in thousands):
2018
2017
$(10,471) $122,828 $146,063
12,746
17,514
$ 5,891 $140,342 $158,809
16,362
2016
Domestic income / (loss)
Foreign income
Total income
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A summary of the provision (benefit) for income tax follows (in thousands):
Current:
Federal
Foreign
State and local
Deferred
Total income taxes
2018
2017
2016
$ (5,324) $ 28,951 $ 32,477
2,669
4,602
2,947
(234)
11,624
498
$ 2,646 $ 33,817 $ 49,717
4,736
1,529
1,705
Significant deferred tax assets (liabilities) follow (in thousands):
Accrued liabilities
Accrued bonuses
Other assets and liabilities
Equity awards
Other
Foreign net operating losses
Foreign tax credit carryforwards
Total deferred tax assets
Valuation allowance on foreign net operating and capital losses,
foreign deferred tax assets, and foreign tax credit carryforwards
Total deferred tax assets, net of valuation allowances
December 30, December 31,
$
2018
16,339 $
724
10,705
5,862
2,196
1,555
7,230
44,611
2017
11,378
192
7,913
5,690
2,178
2,773
4,707
34,831
(8,183)
36,428
(7,415)
27,416
Deferred expenses
Accelerated depreciation
Goodwill
Other
Total deferred tax liabilities
Net deferred liability
(5,576)
(24,239)
(12,645)
(1,064)
(43,524)
(6,912)
(19,228)
(12,248)
(989)
(39,377)
(7,096) $ (11,961)
$
The Company had approximately $5.3 million and $9.4 million of foreign net operating loss carryovers as of December 30,
2018 and December 31, 2017, respectively. The Company had approximately $0.6 million and $2.1 million of valuation
allowances primarily related to these foreign net operating losses as of December 30, 2018 and December 31, 2017,
respectively. A substantial majority of our foreign net operating losses do not have an expiration date.
In addition, the Company had approximately $7.2 million in foreign tax credit carryforwards as of December 30, 2018 that
expire 10 years from inception in years 2025 through 2028. Our ability to utilize these foreign tax credit carryforwards is
dependent on our ability to generate foreign earnings in future years sufficient to claim foreign tax credits in excess of
foreign taxes paid in those years. The Company provided a full valuation allowance of $7.2 million for these foreign tax
credit carryforwards as we believe realization based on the more-likely-than-not criteria has not been met as of
December 30, 2018.
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The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense for the years ended
December 30, 2018, December 31, 2017 and December 25, 2016 is as follows in both dollars and as a percentage of income
before income taxes ($ in thousands):
2018
Income Tax
Expense
Income
Tax Rate
2017
Income Tax
Expense
2016
Income Tax Income
Tax Rate
Tax Rate Expense
Income
Tax at U.S. federal statutory rate
State and local income taxes
Foreign income taxes
Income of consolidated partnerships
attributable to noncontrolling interests
Non-qualified deferred compensation plan
(income) loss
Excess tax benefits on equity awards
Remeasurement of deferred taxes
Tax credits
Disposition of China
Other
Total
$ 1,237 21.0 % $ 49,120 35.0 % $ 55,583 35.0 %
1.7 % 2,972 1.9 %
3.8 % 3,143 2.0 %
2.6 %
4,879 82.8 %
2,432
5,306
150
(371)
(6.3)%
(1,554)
(1.1)% (2,312) (1.4)%
8.2 %
483
447
7.6 %
— — %
(6,945) (117.9)%
69.9 %
17.5 %
(428) (0.3)%
(0.9)%
— — %
(1.4)%
(5.0)%
— — %
(4.9)% (6,771) (4.3)%
%
(1.6)%
$ 2,646 85.4 % $ 33,817 24.1 % $ 49,717 31.3 %
(1,236)
(1,879)
(7,020)
(6,909)
— — %
(3.1)%
4,118
(1,352)
—
(2,470)
(4,443)
Income taxes paid were $14.0 million in 2018, $37.2 million in 2017 and $35.1 million in 2016.
On December 22, 2017, the Tax Cuts and Jobs Act, (the “Tax Act”) was signed into law. The Tax Act contains substantial
changes to the Internal Revenue Code, including a reduction of the corporate tax rate from 35% to 21% effective January 1,
2018. Upon enactment, 2017 deferred tax assets and liabilities were remeasured. This remeasurement yielded a benefit of
approximately $7.0 million in the fourth quarter of 2017. At December 30, 2018 the Company has completed its analysis
of the Tax Act. See Note 2 for additional information.
The Company 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 2014. The Company is currently undergoing examinations by various tax authorities.
The Company anticipates that the finalization of these current examinations and other issues could result in a decrease in
the liability for unrecognized tax benefits (and a decrease of income tax expense) of approximately $240,000 during the
next 12 months.
The Company had $2.0 million of unrecognized tax benefits at December 30, 2018 which, if recognized, would affect the
effective tax rate. A reconciliation of the beginning and ending liability for unrecognized tax benefits excluding interest
and penalties is as follows, which is recorded as an other long-term liability (in thousands):
Balance at December 25, 2016
Additions for tax positions of current year
Additions for tax positions of prior years
Reductions for lapse of statute of limitations
Balance at December 31, 2017
Additions for tax positions of current year
Reductions for tax positions of prior years
Reductions for lapse of statute of limitations
Balance at December 30, 2018
$ 4,827
134
(2,862)
(71)
2,028
510
(515)
—
$ 2,023
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of income tax expense.
The Company’s 2018 and 2017 income tax expense includes interest expense of $39,000 and a benefit of $416,000,
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respectively. The Company has accrued approximately $165,000 and $124,000 for the payment of interest and penalties
as of December 30, 2018 and December 31, 2017, respectively.
18. Related Party Transactions
Certain of our officers and directors own equity interests in entities that franchise restaurants. Following is a summary of
full-year transactions and year-end balances with franchisees owned by related parties (in thousands):
Revenues from affiliates:
North America commissary sales
Other sales
North America franchise royalties and fees
Total
Accounts receivable affiliates
2018
2017
2016
$ 2,653 $ 2,619 $ 2,372
248
336
413
439
$ 3,320 $ 3,394 $ 3,033
238
429
December 30, December 31,
2018
$ 69
2017
$86
The revenues from affiliates were at rates and terms available to independent franchisees.
We had the following transactions with PJMF:
Papa John’s contributed $10.0 million to the PJMF for additional advertising in 2018. See Notes 16 and 19 for
additional information.
PJMF reimbursed Papa John’s $900,000, $1.6 million and $1.1 million in 2018, 2017, and 2016, respectively, for
certain costs associated with national pizza giveaways awarded to our online loyalty program customers.
PJMF reimbursed Papa John’s $1.0 million in 2018, $1.3 million in 2017 and $1.4 million in 2016 for certain
administrative services (i.e. marketing, accounting, and information services), graphic design services, services
and expenses of our founder as former brand spokesman, and for software maintenance fees.
We paid $300,000 in 2018, $446,000 in 2017 and $732,000 in 2016 for charter aircraft services provided by an entity
owned by board member, John H. Schnatter. See Note 19 for additional information.
19. Litigation, Commitments and Contingencies
Litigation
The Company is involved in a number of lawsuits, claims, investigations and proceedings, including those specifically
identified below, consisting of intellectual property, employment, consumer, commercial and other matters arising in the
ordinary course of business. In accordance with ASC 450 “Contingencies,” the Company has made accruals with respect
to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. We review
these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings,
advice of legal counsel and other information and events pertaining to a particular case.
Ameranth, Inc. vs Papa John’s International, Inc. In August 2011, Ameranth, Inc. (“Ameranth”) filed various patent
infringement actions against a number of defendants, including the Company, in the U.S. District Court for the Southern
District of California (the “California Court”), which were consolidated by the California Court in October 2012 (the
“Consolidated Case”). The Consolidated Case was stayed until January 2018 when Ameranth decided to proceed on
only one patent, after the Company received a favorable decision by the Patent and Trademark Office on certain other
patents. A Markman hearing was held in December 2017, which did not dispose of Ameranth’s claims, and the California
Court set a jury trial date of November 13, 2018 for the claims against the Company. However, on September 25, 2018,
the California Court granted the defendants’ Motion for Summary Judgment and found that the Ameranth patent at issue
was invalid. Ameranth filed an appeal on October 25, 2018, which is currently being briefed by the parties. The California
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Court has issued a stay of the case pending the outcome of the appeal, and the Company does not expect a decision until
early 2020. The Company believes this case lacks merit and that it has strong defenses to all of the infringement claims.
The Company intends to defend the suit vigorously. However, the Company is unable to predict the likelihood of success
of Ameranth’s appeal. The Company has not recorded a liability related to this lawsuit as of December 30, 2018, as it does
not believe a loss is probable or reasonably estimable.
Durling et al v. Papa John’s International, Inc., is a conditionally certified collective action filed in May 2016 in the
United States District Court for the Southern District of New York (“the New York Court”), alleging that corporate
restaurant delivery drivers were not properly reimbursed for vehicle mileage and expenses in accordance with the Fair
Labor Standards Act ("FLSA"). In July 2018, the New York Court granted a motion to certify a conditional corporate
collective class and the opt-in notice process has been completed. As of the close of the opt-in period on October 29,
2018, approximately 9,571 drivers opted into the collective class. On February 5, 2019, the Court denied Plaintiffs’
request to amend their complaint. The Company continues to deny any liability or wrongdoing in this matter and intends
to vigorously defend this action. The Company has not recorded any liability related to this lawsuit it does not believe a
loss is probable or reasonably estimable.
Other Matters
We have experienced negative publicity and consumer sentiment as a result of statements by the Company’s founder and
former spokesperson John H. Schnatter in late 2017 and in July 2018, which contributed to our negative sales results in
2018. Mr. Schnatter resigned as Chairman of the Board on July 11, 2018, the same day that the media reported certain
controversial statements made by Mr. Schnatter. A Special Committee of the Board of Directors consisting of all of the
independent directors (the “Special Committee”) was formed on July 15, 2018 to evaluate and take action with respect to
all of the Company’s relationships and arrangements with Mr. Schnatter. In addition, on July 27, 2018, the Company
announced that the Board’s Lead Independent Director, Olivia F. Kirtley, had been unanimously appointed by the Board
of Directors to serve as Chairman of the Company’s Board of Directors. Following its formation, the Special Committee
terminated Mr. Schnatter’s Founder Agreement, which defined his role in the Company, among other things, as advertising
and brand spokesperson for the Company. The Special Committee oversaw the previously announced external audit and
investigation of all the Company’s existing processes, policies and systems related to diversity and inclusion, supplier and
vendor engagement and Papa John’s culture, which is substantially complete. The Special Committee has delivered
recommendations resulting from the audit to Company management, who will implement the recommendations, including
initiatives and training regarding Diversity, Equity, and Inclusion. The Company is also implementing various branding
and marketing initiatives, including a new advertising and marketing campaign.
In 2018, the Company incurred significant costs (defined as “Special charges”) as a result of the above-mentioned recent
events. We incurred $50.7 million of Special charges as follows:
franchise royalty reductions of approximately $15.4 million for all North America franchisees,
reimaging costs at domestic and international restaurants and replacement or write off of certain branded assets
totaling $5.8 million,
contribution of $10.0 million to the Papa John’s Marketing Fund for additional advertising, and
legal and professional fees, which amounted to $19.5 million, for various matters relating to the review of a wide
range of strategic opportunities for the Company that culminated in the recent strategic investment in the
Company by affiliates of Starboard, as well as a previously announced external culture audit and other activities
overseen by the Special Committee.
The franchise royalty reductions reduce the amount of North America franchise royalties and fees revenues within our
Consolidated Statements of Operations. All other costs associated with these events are included in General and
administrative expenses within the Consolidated Statements of Operations. See Note 16 for additional details.
On July 26, 2018, John H. Schnatter filed a complaint in the Court of Chancery of the State of Delaware seeking to inspect
certain books and records of the Company. On January 15, 2019, the Court of Chancery of the State of Delaware issued
an opinion that Mr. Schnatter was entitled to review a limited set of documents and e-mails related to his change in position.
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While the Company believes that the request for inspection is not for a proper purpose under Delaware law, the Company
is complying with the decision of the Court of Chancery of the State of Delaware.
On August 30, 2018, Mr. Schnatter filed a lawsuit in the Court of Chancery of the State of Delaware against the Company,
its chief executive officer, and the members of the Special Committee, claiming breaches of fiduciary duty. On
September 21, 2018, Mr. Schnatter amended his complaint to drop the chief executive officer as a defendant. Mr.
Schnatter seeks a number of injunctions forbidding the Special Committee from taking various actions and seeks to
invalidate the Company’s stockholder rights plan. On February 13, 2019, Mr. Schnatter filed a second amended complaint
challenging certain provisions of the Company’s stockholder rights plan and terms of the governance agreement with the
third party investor, Starboard Value LP. The action was dismissed without prejudice pursuant to the terms of a March 4,
2019 agreement entered into between the Company and Mr. Schnatter.
On August 30, 2018, a class action lawsuit was filed in the United States District Court, Southern District of New York,
Danker v. Papa John’s International, Inc. et al, on behalf of a class of investors who purchased or acquired stock in Papa
John's through a period up to and including July 19, 2018. The complaint alleges violations of Sections l0(b) and 20(a) of
the Securities Exchange Act of 1934. The District Court has appointed the Oklahoma Law Enforcement Retirement System
to lead the case and has also issued a scheduling order for the case to proceed. An amended complaint was filed on
February 13, 2019. The Company believes that it has valid and meritorious defenses to these suits and intends to
vigorously defend against them. The Company has not recorded any liability related to these lawsuits as of December 30,
2018 as it does not believe a loss is probable or estimable.
Leases
We lease office, retail and commissary space under operating leases, which have an average term of five years and provide
for at least one renewal. Certain leases further provide that the lease payments may be increased annually based on the
fixed rate terms or adjustable terms such as the Consumer Price Index. We also lease the tractors and trailers used by our
distribution subsidiary, (“PJFS”), for an average period of seven years. PJUK, our subsidiary located in the United
Kingdom, also leases certain retail space, which is primarily subleased to our franchisees. Total sublease income for sites
to our franchisees and other third parties, the majority of which were with PJUK, were $8.6 million, $7.4 million and $7.5
million in 2018, 2017 and 2016, respectively.
Total lease expense was $44.8 million, $45.0 million, and $45.0 million in 2018, 2017, and 2016, respectively.
Future lease costs and future expected sublease income as of December 30, 2018, are as follows (in thousands):
Year
2019
2020
2021
2022
2023
Thereafter
Total
Future
Expected
Gross Lease Sublease
Costs
Income
$ 40,834 $ 8,079
8,061
7,818
7,462
7,182
42,518
$ 209,810 $ 81,120
36,631
31,159
25,188
18,694
57,304
As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain
restaurants, we are contingently liable for payment of approximately 124 domestic leases. These leases have varying terms,
the latest of which expires in 2033. As of December 30, 2018, the estimated maximum amount of undiscounted payments
the Company could be required to make in the event of nonpayment by the primary lessees was $11.9 million. The fair
value of the guarantee is not material.
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20. Equity Compensation
We award stock options, time-based restricted stock and performance-based restricted stock units from time to time under
the Papa John’s International, Inc. 2018 Omnibus Incentive Plan. There are approximately 6.6 million shares of common
stock authorized for issuance and remaining available under the 2018 Omnibus Incentive Plan as of December 30, 2018,
which includes 5.3 million shares transferred from the Papa John’s International 2011 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, 2018 generally expire ten years from the date of grant and generally vest over a three-year
period.
We recorded stock-based employee compensation expense of $9.9 million in 2018, $10.4 million in 2017 and $10.1 million
in 2016. The total related income tax benefit recognized in the Consolidated Statement of Operations was $2.3 million in
2018, $3.8 million in 2017 and $3.7 million in 2016. At December 30, 2018, there was $16.8 million of unrecognized
compensation cost related to nonvested option awards and time-based restricted stock units, of which the Company expects
to recognize $10.2 million in 2019, $6.2 million in 2020 and $400,000 in 2021.
Stock Options
Options exercised, which were issued from authorized shares, included 75,000 shares in 2018, 147,000 shares in 2017 and
478,000 shares in 2016. The total intrinsic value of the options exercised during 2018, 2017 and 2016 was $1.5 million,
$5.2 million and $18.6 million, respectively. Cash received upon the exercise of stock options was $2.7 million, $6.3
million and $7.1 million during 2018, 2017 and 2016, respectively, and the related tax (expense) or benefits realized were
approximately ($300,000), $1.9 million and $6.9 million during the corresponding periods.
Information pertaining to option activity during 2018 is as follows (number of options and aggregate intrinsic value in
thousands):
Weighted
Average
Weighted Remaining
Outstanding at December 31, 2017
Granted
Exercised
Cancelled
Outstanding at December 30, 2018
Exercisable at December 30, 2018
Number Average
Exercise
Price
of
Options
1,452 $ 53.43
59.23
36.06
65.33
1,614 $ 54.27
976 $ 47.66
456
(75)
(219)
Contractual Aggregate
Intrinsic
Value
Term
(In Years)
6.79
5.55
$ 5,985
$ 5,985
The following is a summary of the significant assumptions used in estimating the fair value of options granted in 2018,
2017 and 2016:
Assumptions (weighted average):
Risk-free interest rate
Expected dividend yield
Expected volatility
Expected term (in years)
2018
2017
2016
2.7 %
1.5 %
27.6 %
5.6
2.0 %
1.0 %
26.7 %
5.6
1.3 %
1.2 %
27.4 %
5.5
The risk-free interest rate for the periods within the contractual life of an option is based on the U.S. Treasury yield curve
in effect at the time of grant. The expected dividend yield was estimated as the annual dividend divided by the market
price of the Company’s shares on the date of grant. Expected volatility was estimated by using the Company’s historical
share price volatility for a period similar to the expected life of the option.
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Options granted generally vest in equal installments over three years and expire ten years after grant. The expected term
for these options represents the period of time that options granted are expected to be outstanding and was calculated using
historical experience.
The weighted average grant-date fair values of options granted during 2018, 2017 and 2016 was $15.27, $19.88 and $13.96,
respectively. The Company granted options to purchase 456,000, 315,000 and 403,000 shares in 2018, 2017 and 2016,
respectively.
Restricted Stock and Restricted Stock Units
We granted shares of restricted stock that are time-based and generally vest in equal installments over three years (260,000
in 2018, 73,000 in 2017 and 85,000 in 2016). Upon vesting, the shares are issued from treasury stock. These restricted
shares are intended to focus participants on our long-range objectives, while at the same time serving as a retention
mechanism. We consider time-based restricted stock awards to be participating securities because holders of such shares
have non-forfeitable dividend rights. We declared dividends totaling $185,000 ($0.90 per share) in 2018, $128,000 ($0.85
per share) in 2017 and $117,000 ($0.75 per share) in 2016 to holders of time-based restricted stock.
Additionally, we granted stock settled performance-based restricted stock units to executive management (70,000 units in
2018, 13,000 units in 2017, and 14,000 units in 2016). The vesting of these awards (a three-year cliff vest) is dependent
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. Upon vesting, the shares are issued from authorized shares.
The fair value of both time-based restricted stock and performance-based restricted stock units is based on the market price
of the Company’s shares on the grant date. Information pertaining to these awards during 2018 is as follows (shares in
thousands):
Total as of December 31, 2017
Granted
Forfeited
Vested
Total as of December 30, 2018
21. Employee Benefit Plans
Weighted
Average
Grant-Date
Shares Fair Value
$ 69.11
181
57.37
330
64.67
(54)
66.59
(87)
$ 59.84
370
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 employees who meet
certain eligibility requirements and allows participating employees to defer receipt of a portion of their compensation and
contribute such amount to one or more investment funds. At our discretion, we may make matching contribution payments,
which are subject to vesting based on an employee’s length of service with us.
In addition, we maintain a non-qualified deferred compensation plan available to certain employees and directors. Under
this plan, the participants may defer a certain amount of their compensation, which is credited to the participants’ accounts.
The participant-directed investments associated with this plan are included in other long-term assets ($27.8 million and
$28.6 million at December 30, 2018 and December 31, 2017, respectively) and the associated liabilities ($27.8 million and
$28.7 million at December 30, 2018 and December 31, 2017, respectively) are included in other long-term liabilities in
the accompanying Consolidated Balance Sheets.
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At our discretion, we contributed a matching payment of 1.5% in 2018 and 3% in 2017 and 2016, up to a maximum of 6%
deferred, in 2018, 2017 and 2016, of a participating employee’s earnings deferred into both the 401(k) Plan and the non-
qualified deferred compensation plan. Such costs were $1.1 million in 2018, $2.3 million in 2017 and $2.6 million in 2016.
22. Segment Information
We have four reportable segments: domestic Company-owned restaurants, North America commissaries, North America
franchising and international operations. The domestic Company-owned restaurant segment consists of the operations of
all domestic (“domestic” is defined as contiguous United States) Company-owned restaurants and derives its revenues
principally from retail sales of pizza and side items, including breadsticks, cheesesticks, chicken poppers and wings,
dessert items and canned or bottled beverages. The North America commissary segment consists of the operations of our
regional dough production and product distribution centers and derives its revenues principally from the sale and
distribution of food and paper products to domestic Company-owned and franchised restaurants in the United States and
Canada. The North America franchising segment consists of our franchise sales and support activities and derives its
revenues from sales of franchise and development rights and collection of royalties from our franchisees located in the
United States and Canada. The international segment principally consists of distribution sales to franchised Papa John’s
restaurants located in the United Kingdom and Mexico and our franchise sales and support activities, which derive
revenues from sales of franchise and development rights and the collection of royalties from our international franchisees.
International franchisees are defined as all franchise operations outside of the United States and Canada. All other business
units that do not meet the quantitative thresholds for determining reportable segments, which are not operating segments,
we refer to as “all other,” which consists of operations that derive revenues from the sale, principally to Company-owned
and franchised restaurants, of printing and promotional items, franchise contributions to marketing funds and information
systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-
based ordering platforms.
Generally, we evaluate performance and allocate resources based on profit or loss from operations before income taxes
and intercompany eliminations. Certain administrative and capital costs are allocated to segments based upon
predetermined rates or actual estimated resource usage. We account for intercompany sales and transfers as if the sales or
transfers were to third parties and eliminate the activity in consolidation.
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 10% or more of our consolidated revenues (see Note 2).
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Our segment information is as follows:
(In thousands)
Revenues
Domestic Company-owned restaurants
North America commissaries
North America franchising
International
All others
Total revenues
Intersegment revenues:
North America commissaries
North America franchising
International
All others
Total intersegment revenues
Depreciation and amortization:
Domestic Company-owned restaurants
North America commissaries
International
All others
Unallocated corporate expenses
Total depreciation and amortization
Income (loss) before income taxes:
Domestic Company-owned restaurants (1)
North America commissaries (2)
North America franchising (3)
International (4)
All others (2) (5)
Unallocated corporate expenses (2) (3) (5)
Elimination of intersegment (profits) losses
Total (loss) income before income taxes
2018
2017
2016
$ 692,380 $ 816,718 $ 815,931
609,866 673,712 623,883
79,293 106,729 102,980
131,268 126,285 113,103
57,723
$ 1,573,316 $ 1,783,359 $ 1,713,620
59,915
60,509
$ 201,325 $ 244,699 $ 236,896
2,869
269
16,410
$ 235,269 $ 265,029 $ 256,444
3,342
273
16,715
2,965
283
30,696
$
$
15,411 $
7,397
1,696
8,513
13,386
46,403 $
15,484 $
6,897
2,018
5,276
13,993
43,668 $
16,028
6,027
2,188
3,830
12,914
40,987
$
75,136
18,988 $
46,325
27,961
91,669
70,732
11,408
14,399
1,467
(6,888)
(64,791)
(118,296)
(1,005)
(2,405)
5,891 $ 140,342 $ 158,809
47,548 $
47,844
96,298
15,888
(179)
(66,099)
(958)
$
(1) Includes a $300,000 and $11.6 million refranchising loss/gain in 2018 and 2016, respectively. See Note 9 for
additional information.
(2) The Company refined its overhead allocation process in 2018 resulting in transfers of expenses from Unallocated
corporate expenses of $13.2 million to other segments, primarily North America commissaries of $7.9 million and
All others of $3.5 million for the year ended December 30, 2018.
(3) Includes Special charges of $15.4 million in North America franchising and $35.3 million in Unallocated corporate
expenses for the year ended December 30, 2018, as detailed in Note 16. See Note 19 for additional information.
(4) Includes a $1.7 million and $1.4 million impairment loss in 2017 and 2016, respectively. See Note 9 for additional
information.
(5) Certain prior year amounts have been reclassified to conform to current year presentation.
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(In thousands)
2018
2017
2016
Property and equipment:
Domestic Company-owned restaurants
North America commissaries
International
All others
Unallocated corporate assets
Accumulated depreciation and amortization
Net property and equipment
Expenditures for property and equipment:
Domestic Company-owned restaurants
North America commissaries
International
All others
Unallocated corporate
Total expenditures for property and equipment
23. Quarterly Data - Unaudited, in Thousands, except Per Share Data
Our quarterly select financial data is as follows:
2018
Total revenues
Operating income (loss)
Net income (loss) attributable to the Company (a)
Basic earnings per common share (a)
Diluted earnings per common share (a)
Dividends declared per common share
2017
Total revenues
Operating income
Net income attributable to the Company (b)
Basic earnings per common share (b)
Diluted earnings per common share (b)
Dividends declared per common share
$ 236,526 $ 235,640 $ 225,081
128,469
136,701
15,673
17,257
55,586
58,977
192,548
191,924
(386,884)
(406,168)
$ 226,894 $ 234,331 $ 230,473
140,309
17,218
71,880
199,239
(438,278)
$ 13,568 $ 15,245 $ 16,257
14,164
14,767
4,390
1,884
7,897
8,239
12,846
12,458
$ 42,028 $ 52,593 $ 55,554
3,994
986
13,438
10,042
1st
2nd
3rd
4th
Quarter
25,367
11,791
27,317
16,737
$ 427,369 $ 407,959 $ 364,007 $ 373,981
(8,314)
(13,849)
(0.44)
0.37 $
$
(0.44)
0.36 $
$
$ 0.225 $ 0.225 $ 0.225 $ 0.225
(13,990)
(13,033)
(0.41) $
(0.41) $
0.50 $
0.50 $
1st
2nd
3rd
4th
Quarter
37,217
23,538
43,681
28,428
$ 449,266 $ 434,778 $ 431,709 $ 467,606
36,604
28,509
0.82
0.81
0.200 $ 0.200 $ 0.225 $ 0.225
33,515
21,817
0.78 $
0.77 $
0.66 $
0.65 $
0.61 $
0.60 $
$
$
$
(a) The year ended December 30, 2018 was impacted by the following:
i. The second quarter of 2018 includes an after income tax loss of $1.6 million and an unfavorable impact of $0.05
on basic and diluted EPS from the sale of our Company-owned stores in China. See Note 9 for additional
information.
ii. The second quarter of 2018 also includes a tax increase of $2.4 million and an unfavorable impact of $0.07 on
basic and diluted EPS related to the refranchising our China stores. See Note 17 for additional information.
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iii. The third and fourth quarters of 2018 include an after income tax loss of $19.3 million and $19.7 million,
respectively, and unfavorable impact on diluted EPS of $0.61 and $0.63, respectively, from Special charges. See
Note 19 for additional information.
iv. The fourth quarter of 2018 includes an after tax gain of $1.3 million and a favorable impact of $0.04 on basic and
diluted EPS related to the Company’s refranchising of Company-owned restaurants.
(b) The year ended December 31, 2017 was impacted by the following:
i. The fourth quarter of 2017 includes an after income tax loss of $1.3 million and an unfavorable impact of $0.04
on basic and diluted EPS from an impairment charge related to our Company-owned stores in China. See Note 9
for additional information.
ii. The fourth quarter of 2017 also includes a tax benefit of $7.0 million and favorable impact of $0.20 on basic and
diluted EPS related to the “Tax Cuts and Jobs Act” that was signed in 2017. See Note 17 for additional
information.
iii. The fourth quarter of 2017 includes an after income tax benefit of $3.9 million and favorable impact on diluted
EPS of $0.11 from a 14th week of operations.
(c) All quarterly information except for the fourth quarter of 2017, is presented in 13-week periods. The fourth quarter of
2017 includes a 14-week period, which increased income after tax approximately $3.9 million, or $0.11 per diluted
share.
Quarterly earnings per share on a full-year basis may not agree to the Consolidated Statements of Operations due to
rounding.
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24. Reclassifications of Prior Year Balances
Papa John's International, Inc. and Subsidiaries
Consolidated Statements of Operations
Summary of Statement of Operations Presentation Reclassifications
(In thousands, except per share amounts)
Revenues:
North America commissary and other sales (1)
International (2)
Other revenues (1) (2)
Costs and expenses:
North America commissary and other expenses (1)
International expenses (2)
Other expenses (1) (2) (3)
General and administrative expenses (3)
(In thousands, except per share amounts)
Revenues:
North America commissary and other sales (1)
International (2)
Other revenues (1) (2)
Costs and expenses:
North America commissary and other expenses (1)
International expenses (2)
Other expenses (1) (2) (3)
General and administrative expenses (3)
As reported
Year Ended December 31, 2017
Reclassifications
Adjusted
$ 733,627
126,285
-
$ 685,206
78,971
-
158,183
$ (59,915)
(12,264)
72,179
$ (53,669)
(8,349)
69,335
(7,317)
$ 673,712
114,021
72,179
$ 631,537
70,622
69,335
150,866
Year Ended December 25, 2016
As reported
Reclassifications
Adjusted
$ 681,606
113,103
-
$ 631,475
71,509
-
163,812
$ (57,723)
(12,199)
69,922
$ (51,641)
(8,935)
66,253
(5,677)
$ 623,883
100,904
69,922
$ 579,834
62,574
66,253
158,135
As shown in the table above we have reclassified certain prior year amounts within the Consolidated Statements of
Operations for the years ended December 31, 2017 and December 25, 2016 in order to conform with current year
presentation. These reclassifications had no effect on previously reported total consolidated revenues, total costs and
expenses and net income.
(1) Includes reclassification of previous amounts reported in North America commissary and other sales and
expenses including print and promotional items, information systems and related services used in restaurant
operations, including our point of sale system, online and other technology-based ordering platforms.
(2) Includes reclassification of previous amounts reported in International related to advertising expenses and rental
income and expenses for United Kingdom head leases which are subleased to United Kingdom franchisees.
(3) Includes reclassification of various technology related expenditures for fee-based services discussed in (1) above
and advertising expenses to be consistent with 2018 presentation.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On August 4, 2017, we dismissed Ernst & Young LLP as our independent registered public accounting firm and appointed
KPMG LLP as our independent registered public accounting firm for the Company’s fiscal year ending December 30,
2018. The engagement of KPMG LLP was approved by the Audit Committee of the Board of Directors. We filed a Current
Report on Form 8-K with the Securities and Exchange Commission on August 4, 2017 announcing the change in auditors,
in which filing is incorporated by reference herein. Our independent registered accounting firm’s report on the financial
statements for each of the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
We have reclassified certain prior year amounts within the Consolidated Statements of Operations for the years ended
December 31, 2017 and December 25, 2016 in order to conform with current year presentation. These reclassifications
had no effect on previously reported total consolidated revenues, total costs and expenses and net income. See “Note 24”
of “Notes to Consolidated Financial Statements” for additional information. Our previous auditors, Ernst & Young LLP,
issued a dual-dated opinion on the previous year’s financial statements regarding these reclassifications.
In connection with the foregoing change in accountants, there was no disagreement of the type described in paragraph
(a)(1)(iv) of Item 304 of Regulation S-K or any reportable event as described in paragraph (a)(1)(v) of such Item.
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Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),
of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act). Based upon this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective.
(b) Management’s Report on our Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Our internal control system is designed to provide
reasonable assurance to our management and the board of directors regarding the preparation and fair presentation of
published financial statements. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal
Control — Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway
Commission (2013 Framework). Based on our evaluation under the COSO 2013 Framework, our management concluded
that our internal control over financial reporting was effective as of December 30, 2018.
KPMG LLP, an independent registered public accounting firm, has audited the 2018 Consolidated Financial Statements
included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included in Item 8.
Financial Statement and Supplemental Data, on the effectiveness of our internal control over financial reporting.
(c) Changes in Internal Control over Financial Reporting
During the quarter ended December 30, 2018, management remediated an identified material weakness in internal control
over financial reporting related to the review of manual journal entries. No misstatement arose as a result of this deficiency.
For the year ended December 30, 2018, management remediated the material weakness by adding controls over the review
and approval of manual journal entries. The Company will continue to monitor these new controls and implement
additional enhancements in 2019.
Except for the foregoing, there were no changes in internal control over financial reporting during the quarter ended
December 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information
None.
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Item 10. Directors, Executive Officers and Corporate Governance
PART III
Information regarding executive officers is included above under the caption “Executive Officers of the Registrant” at the
end of Part I of this Report. Other information regarding directors, executive officers and corporate governance appearing
under the captions “Corporate Governance,” “Item 1, Election of Directors,” “Section 16(a) Beneficial Ownership
Reporting Compliance” and “Executive Compensation / Compensation Discussion and Analysis” is incorporated 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.
We have adopted a written code of ethics that applies to our directors, officers and employees. We intend to post all
required disclosures concerning any amendments to or waivers from, our code of ethics on our website to the extent
permitted by NASDAQ. Our code of ethics can be found on our website, which is located at www.papajohns.com.
Item 11. Executive Compensation
Information regarding executive compensation appearing under the captions “Executive Compensation / Compensation
Discussion and Analysis,” “Compensation Committee Report” and “Certain Relationships and Related Transactions —
Compensation Committee Interlocks and Insider Participation” is incorporated 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 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides information as of December 30, 2018 regarding the number of shares of the Company’s
common stock that may be issued under the Company’s equity compensation plans.
Plan Category
(a)
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(b)
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans,
Weighted
average
exercise price
of outstanding
options, warrants excluding securities
and rights
reflected in column (a)
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders *
Total
1,614,551
164,605
1,779,156
$ 54.27
6,556,075
$ 54.27
6,556,075
*Represents shares of common stock issuable pursuant to the non-qualified deferred compensation plan. The weighted
average exercise price (column b) does not include any assumed price for issuance of shares pursuant to the non-
qualified deferred compensation plan.
Information regarding security ownership of certain beneficial owners and management and related stockholder matters
appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated 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 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions, and director independence appearing under the
captions “Corporate Governance” and “Certain Relationships and Related Transactions” is incorporated 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.
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Item 14. Principal Accounting Fees and Services
Information regarding principal accounting fees and services appearing under the caption “Ratification of the Selection of
Independent Auditors” is incorporated 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.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements:
The following Consolidated Financial Statements, notes related thereto and reports of independent auditors are included
in Item 8 of this Report:
Reports of Independent Registered Public Accounting Firms
Consolidated Statements of Operations for the years ended December 30, 2018, December 31, 2017 and
December 25, 2016
Consolidated Statements of Comprehensive Income for the years ended December 30, 2018, December 31, 2017
and December 25, 2016
Consolidated Balance Sheets as of December 30, 2018 and December 31, 2017
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 30, 2018, December
31, 2017 and December 25, 2016
Consolidated Statements of Cash Flows for the years ended December 30, 2018, December 31, 2017 and
December 25, 2016
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules:
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Schedule II - Valuation and Qualifying Accounts
(in thousands)
Classification
Fiscal year ended December 30, 2018
Deducted from asset accounts:
Reserve for uncollectible accounts
receivable
Reserve for franchisee notes receivable
Valuation allowance on deferred tax assets
Fiscal year ended December 31, 2017
Deducted from asset accounts:
Reserve for uncollectible accounts
receivable
Reserve for franchisee notes receivable
Valuation allowance on deferred tax assets
Fiscal year ended December 25, 2016
Deducted from asset accounts:
Reserve for uncollectible accounts
receivable
Reserve for franchisee notes receivable
Valuation allowance on deferred tax assets
Balance at
Beginning of
Year
Charged to
(recovered from)
Costs and
Expenses
Additions /
(Deductions)
Balance at
End of
Year
$ 2,271
1,047
7,415
$ 10,733
$ 5,154
(393)
(1,754)
$ 3,007
$ (5,308)(1)
2,715 (1)
2,522
(71)
$
$ 2,117
3,369
8,183
$ 13,669
$ 1,486
2,759
5,462
$ 9,707
$ 1,744
(1,715)
(407)
(378)
$
$
(959)(1)
3 (1)
2,360
$ 1,404
$ 2,271
1,047
7,415
$ 10,733
$ 2,447
3,653
2,866
$ 8,966
$
$
659
(250)
249
658
$ (1,620)(1)
(644)(1)
2,347
83
$
$ 1,486
2,759
5,462
$ 9,707
(1) Uncollectible accounts written off and reclassifications between accounts and notes receivable reserves.
All other schedules for which provision 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 Form 10-K.
Item 16. Summary
None.
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Exhibit
Number
EXHIBIT INDEX
Description of Exhibit
3.1
Our Amended and Restated Certificate of Incorporation. Exhibit 3.1 to our Quarterly Report on Form 10-Q
for the quarterly period ended June 29, 2014, is incorporated herein by reference.
3.3
3.4
4.1
Certificate of Designation of Series B Convertible Preferred Stock of Papa John’s International, Inc.
Exhibit 3.1 to our report on Form 8-K as filed on February 4, 2019, is incorporated herein by reference.
Certificate of Designation of Series A Junior Participating Preferred Stock of Papa John’s International, Inc.
Exhibit 3.1 to our report on Form 8-K as filed on July 23, 2018, is incorporated herein by reference.
Rights Agreement, dated as of July 22, 2018, by and between Papa John’s International, Inc. and
Computershare Trust Company, N.A., as rights agent. Exhibit 4.1 to our report on Form 8-K as filed on
July 23, 2018 is incorporated herein by reference.
4.2
Amendment No. 1 to Rights Agreement dated as of February 3, 2019, by and between Papa John’s
International, Inc. and Computershare Trust Company, N.A., as rights agent. Exhibit 4.1 to our report on
Form 8-K as filed on February 3, 2019 is incorporated herein by reference.
4.3
Amendment No. 2 to Rights Agreement dated as of March 6, 2019 by and between Papa John’s
International, Inc. and Computershare Trust Company, N.A. as rights agent. Exhibit 4.1 to our report on
Form 8-K as filed on March 6, 2019, is incorporated herein by reference.
4.4
4.5
Form of Rights Certificate. Exhibit 4.2 to our report on Form 8-K as filed on July 23, 2018 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, 2017 is incorporated herein by reference.
10.1
Form of Papa John’s International, Inc. Director Indemnification Agreement.
10.2
Form of Papa John’s International, Inc. Officer Indemnification Agreement.
10.3
10.4
Indemnification Agreement between Papa John’s International, Inc. and John H. Schnatter effective
August 6, 2003.
Securities Purchase Agreement between Papa John’s International, Inc. and Starboard Value and
Opportunity Master Fund Ltd., Starboard Value and Opportunity Master Fund L LP, Starboard Value and
Opportunity C LP, Starboard Value and Opportunity S LLC and Starboard Value LP effective February 3,
2019. Exhibit 10.1 to our report on Form 8-K as filed on February 4, 2019 is incorporated herein by
reference.
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Exhibit
Number
10.5
10.6
Description of Exhibit
Registration Rights Agreement between Papa John’s International, Inc. and Starboard Value and Opportunity
Master Fund Ltd., Starboard Value and Opportunity Master Fund L LP, Starboard Value and Opportunity C
LP, Starboard Value and Opportunity S LLC and Starboard Value LP effective February 4, 2019.
Exhibit 10.2 to our report on Form 8-K as filed on February 4, 2019 is incorporated herein by reference.
Governance Agreement between Papa John’s International, Inc. and Starboard Value LP, Starboard Value
and Opportunity Master Fund Ltd., Starboard Value and Opportunity Master Fund L LP, Starboard Value
and Opportunity C LP, Starboard Value and Opportunity S LLC, Starboard Value R LP, Starboard Value GP
LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value L LP, Starboard Value R
GP, LLC, Jeffrey C. Smith and Peter A. Feld effective February 4, 2019. Exhibit 10.3 to our report on
Form 8-K as filed on February 4, 2019 is incorporated herein by reference.
10.7
Amendment No. 1 to Governance Agreement, by and among Papa John’s International and the entities and
natural persons listed on the signature pages attached thereto effective March 6, 2019. Exhibit 10.1 to our
report on Form 8-K as filed on March 6, 2019 is incorporated herein by reference.
10.8
Agreement by and between Papa John’s International, Inc. and John H. Schnatter effective March 4, 2019.
Exhibit 10.1 to our report on Form 8-K as filed on March 4, 2019 is incorporated herein by reference.
10.9* Amendment to Employment Agreement between Papa John’s International, Inc. and Steve M. Ritchie
effective May 3, 2018. Exhibit 10.1 to our report on Quarterly Report on Form 10-Q for the quarterly period
ended July 1, 2018, is incorporated herein by reference.
10.10*
Employment Agreement between Papa John’s International, Inc. and Steve M. Ritchie effective March 1,
2015. Exhibit 10.1 to our report on Form 10-K as filed on February 24, 2015 is incorporated herein by
reference.
10.11*
Employment Agreement between Papa John’s International, Inc. and Michael R. Nettles effective
February 1, 2017.
10.12*
Employment Agreement between Papa John’s International, Inc. and Joseph H. Smith IV effective May 3,
2018. Exhibit 10.1 to our report on Quarterly Report on Form 10-Q for the quarterly period ended July 1,
2018, is incorporated herein by reference.
10.13*
Employment Agreement between Papa John’s International, Inc. and Caroline Miller Oyler effective
December 5, 2015.
10.14*
Employment Agreement between Papa John’s International, Inc. and Jack Swaysland effective April 18,
2017.
10.15*
Employment Agreement between Papa John’s International, Inc. and Lance F. Tucker effective March 1,
2015. Exhibit 10.2 to our report on Form 10-K as filed on February 24, 2015 is incorporated herein by
reference.
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Table of Contents
Exhibit
Number
10.16*
10.17
Description of Exhibit
Employment Agreement between Papa John’s International, Inc. and Timothy C. O’Hern effective March 1,
2015. Exhibit 10.3 to our report on Form 10-K as filed on February 24, 2015 is incorporated herein by
reference.
Credit Agreement, dated August 30, 2017, by and among Papa John’s International Inc., as borrower, the
Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lending
institutions that are parties thereto, as Lenders (Conformed copy through amendment no. 2). Exhibit 10.4 to
our report on Form 10-K as filed on February 27, 2018, is incorporated herein by reference.
10.18 Amendment No. 3 to Credit Agreement, dated October 9, 2018, by and among Papa John’s International,
Inc. as borrower, the Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and
the other lending institutions that are parties thereto, as Lenders. Exhibit 10.1 to our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2018, is incorporated herein by reference.
10.19 Amendment No. 4 to Credit Agreement, dated February 1, 2019, by and among Papa John’s International,
Inc. as borrower, the Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and
the other lending institutions that are parties thereto, as Lenders.
10.20*
Papa John’s International, Inc. Deferred Compensation Plan, as amended through December 5, 2012.
Exhibit 10.1 to our report on Form 10-K as filed on February 28, 2013 is incorporated herein by reference.
10.21*
Papa John’s International, Inc. 2018 Omnibus Plan. Registration Statement on Form S-8 (Registration
No. 333-224770) dated May 9, 2018 is incorporated herein by reference.
10.22*
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.
10.23* Agreement for Service as Chairman between John H. Schnatter and Papa John’s International, Inc.
Exhibit 10.1 to our report on Form 8-K as filed on August 15, 2007 is incorporated herein by reference.
10.24 Agreement for Service as Founder between John H. Schnatter and Papa John’s International, Inc.
Exhibit 10.2 to our report on Form 8-K as filed on August 15, 2007 is incorporated herein by reference.
10.25 Amended and Restated Exclusive License Agreement between John H. Schnatter and Papa John’s
International, Inc. Exhibit 10.1 to our report on Form 8-K as filed on May 19, 2008 is incorporated herein by
reference.
10.26*
Papa John’s International, Inc. Change of Control Severance Plan. Exhibit 10.1 to our report on Form 8-K as
filed on November 2, 2018 is incorporated herein by reference.
10.27* Amendment to Papa John’s International, Inc. Severance Pay Plan. Exhibit 10.2 to our report on Form 8-K
as filed on November 2, 2018 is incorporated herein by reference.
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Exhibit
Number
10.28*
Description of Exhibit
Papa John’s International, Inc. Severance Pay Plan. Exhibit 10.1 to our report on Form 10-Q filed on May 1,
2012, is incorporated herein by reference.
21
Subsidiaries of the Company.
23.1
Consent of KPMG LLP.
23.2
Consent of Ernst & Young LLP.
31.1
Section 302 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e).
31.2
Section 302 Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15(e).
32.1
32.2
101
Section 906 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Section 906 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Financial statements from the Annual Report on Form 10-K of Papa John’s International, Inc. for the year
ended December 30, 2018, filed on March 8, 2019 formatted in XBRL: (i) the Consolidated Statements of
Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance
Sheets, (iv) the Consolidated Statements of Stockholders’ Equity (Deficit), (v) the Consolidated Statements
of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
*Compensatory plan required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.
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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 8, 2019
PAPA JOHN’S INTERNATIONAL, INC.
By:
/s/ Steve M. Ritchie
Steve M. Ritchie
President 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 behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Jeffrey C. Smith
Jeffrey C. Smith
/s/ Steve M. Ritchie
Steve M. Ritchie
/s/ Joseph H. Smith IV
Joseph H. Smith IV
/s/ Christopher L. Coleman
Christopher L. Coleman
/s/ Olivia F. Kirtley
Olivia F. Kirtley
/s/ Laurette T. Koellner
Laurette T. Koellner
/s/ Sonya E. Medina
Sonya E. Medina
/s/ Anthony M. Sanfilippo
Anthony M. Sanfilippo
John H. Schnatter
/s/ Mark S. Shapiro
Mark S. Shapiro
Chairman
March 8, 2019
President and Chief Executive Officer
(Principal Executive Officer and Director)
March 8, 2019
Senior Vice President, Chief Financial
Officer (Principal Financial Officer and
Principal Accounting Officer)
March 8, 2019
March 8, 2019
March 8, 2019
March 8, 2019
March 8, 2019
March 8, 2019
March 8, 2019
Director
Director
Director
Director
Director
Director
Director
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