Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

August 12, 1996

Documents

10-Q: Quarterly report pursuant to Section 13 or 15(d)

Published on August 12, 1996



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

OR

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934


COMMISSION FILE NUMBER: 0-21660


PAPA JOHN'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)


DELAWARE 61-1203323
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)



11492 BLUEGRASS PARKWAY, SUITE 175
LOUISVILLE, KENTUCKY 40299-2334
(Address of principal executive offices)

(502) 266-5200
(Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:

Yes X No
--- ---

At August 2, 1996, there were outstanding 19,078,252 shares of the
registrant's common stock, par value $.01 per share.

PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX


PART I. FINANCIAL INFORMATION Page No.
--------


Item 1. Financial Statements


Condensed Consolidated Balance Sheets --
June 30, 1996 and December 31, 1995 2


Condensed Consolidated Statements of Income --
Three Months and Six Months Ended June 30, 1996
and June 25, 1995 3


Condensed Consolidated Statements of Stockholders'
Equity -- Six Months Ended June 30, 1996 and
June 25, 1995 4


Condensed Consolidated Statements of Cash Flows --
Six Months Ended June 30, 1996 and June 25, 1995 5


Notes to Condensed Consolidated Financial Statements 6


Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7


PART II. OTHER INFORMATION

Item 1. Legal Proceedings 10


Item 6. Exhibits and Reports on 8-K 10


1

PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS




June 30, 1996 December 31, 1995
(Unaudited) (Note)
------------- -----------------


(In thousands)
Assets
Current assets:
Cash and cash equivalents.................. $ 31,871 $ 19,904
Accounts receivable........................ 10,914 10,198
Inventories................................ 5,639 5,188
Deferred pre-opening costs................. 2,266 1,936
Prepaid expenses and other current assets.. 903 1,092
-------- --------
Total current assets............................ 51,593 38,318

Investments..................................... 58,408 24,394
Net property and equipment...................... 64,411 56,699
Notes receivable from franchisees............... 3,485 837
Other assets.................................... 11,581 8,571
-------- --------
Total assets.................................... $189,478 $128,819
======== ========

Liabilities and stockholders' equity
Current liabilities:
Accounts payable........................... $ 8,334 $ 9,388
Accrued expenses........................... 6,843 6,432
Current maturities of long-term debt....... 695 830
Deferred income taxes...................... 266 250
-------- --------
Total current liabilities....................... 16,138 16,900

Unearned franchise and development fees......... 2,771 2,678
Long-term debt, less current maturities......... 1,505 1,680
Deferred income taxes........................... 1,481 1,034
Other long-term liabilities..................... 230 245

Stockholders' equity:
Preferred stock............................ -- --
Common stock............................... 191 178
Additional paid-in capital................. 141,521 88,133
Unrealized loss on investments............. (385) (263)
Deferred compensation...................... (75) (4)
Retained earnings.......................... 26,593 18,842
-------- --------
........................................... 26,593 18,842
Reacquired treasury stock.................. (492) (604)
-------- --------

Total stockholders' equity...................... 167,353 106,282
-------- --------

Total liabilities and stockholders' equity...... $189,478 $128,819
======== ========


Note: The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements

See accompanying notes.

2

PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)



Three Months Ended Six Months Ended
June 30, June 25, June 30, June 25,
1996 1995 1996 1995
-------- -------- -------- --------

(In thousands, except per share amounts)
Revenues:
Restaurant sales ......................... $40,521 $25,332 $ 75,774 $ 47,801
Franchise royalties ...................... 4,262 3,171 8,193 6,192
Franchise and development fees ........... 1,003 943 1,821 1,756
Commissary sales ......................... 35,367 23,413 66,858 45,469
Equipment and other sales ................ 6,527 4,463 11,760 8,113
------- ------- -------- --------
Total revenues ............................... 87,680 57,322 164,406 109,331

Costs and expenses:
Restaurant expenses:
Cost of sales ............................ 11,662 7,250 21,462 13,632
Salaries and benefits .................... 10,680 6,905 20,167 12,912
Advertising and related costs ............ 3,836 2,646 7,129 4,736
Occupancy costs .......................... 1,983 1,287 3,770 2,395
Other operating expenses ................. 5,468 3,201 10,201 6,427
------- ------- -------- --------
33,629 21,289 62,729 40,102

Commissary, equipment and other expenses:
Cost of sales ............................ 33,468 22,510 62,828 43,176
Salaries and benefits .................... 2,151 1,640 4,250 3,111
Other operating expenses ................. 2,616 1,860 5,029 3,448
------- ------- -------- --------
38,235 26,010 72,107 49,735

General and administrative expenses ...... 6,677 4,387 12,510 8,960
Depreciation ............................. 2,178 1,468 4,080 2,669
Amortization ............................. 1,160 615 2,155 1,158
------- ------- -------- --------
Total costs and expenses ..................... 81,879 53,769 153,581 102,624
------- ------- -------- --------

Operating income ............................. 5,801 3,553 10,825 6,707
Other income:
Investment income ........................ 819 329 1,347 755
Other .................................... 98 81 132 114
------- ------- -------- --------

Income before income taxes ................... 6,718 3,963 12,304 7,576
Income tax expense ........................... 2,486 1,506 4,553 2,879
------- ------- -------- --------

Net income ................................... $ 4,232 $ 2,457 $ 7,751 $ 4,697
======= ======= ======== ========
Net income per share ......................... $ 0.23 $ 0.15 $ 0.43 $ 0.29
======= ======= ======== ========
Weighted average shares outstanding .......... 18,580 16,253 18,219 16,233
======= ======= ======== ========


See accompanying notes.


3


PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)



Common Stock Unrealized
--------------------------- Additional Gain Reacquired Total
Shares Shares Par Paid-In (Loss) on Deferred Retained Treasury Stockholders'
Authorized Issued Value Capital Investments Compensation Earnings Stock Equity
-------------------------------------------------------------------------------------------------------------

(In thousands)
Balance at December
25, 1994 ......... 35,000 16,219 $162 $ 55,709 $(651) $(37) $ 8,039 $(613) $ 62,609
Issuance of common
stock ............ -- 36 -- 650 -- -- -- -- 650
Exercise of stock
options .......... -- 68 1 202 -- -- -- -- 203
Stock compensation
and other......... -- -- -- -- -- 20 -- 17 37
Change in unrealized
gain (loss) on
investments ...... -- -- -- -- 382 -- -- -- 382
Tax benefit related
to exercise of
non-qualified
stock options .... -- -- -- 484 -- -- -- -- 484
Net income ......... -- -- -- -- -- -- 4,697 -- 4,697
------ ------ ---- -------- ----- ---- ------- ----- --------
Balance at June 25,
1995 ............. 35,000 16,323 $163 $ 57,045 $(269) $(17) $12,736 $(596) $ 69,062
====== ====== ==== ======== ===== ==== ======= ===== ========

Balance at December
31, 1995 ......... 35,000 17,846 $178 $ 88,133 $(263) $( 4) $18,842 $(604) $106,282
Issuance of common
stock ............ -- 1,139 11 50,546 -- -- -- -- 50,557
Exercise of stock
options .......... -- 79 1 648 -- -- -- -- 649
Stock compensation
and other ........ -- -- -- 39 -- (71) -- 112 80
Tax benefit related
to exercise of
non-qualified
stock options .... -- -- -- 701 -- -- -- -- 701
Acquisitions ....... -- 34 1 1,454 -- -- -- -- 1,455
Change in
unrealized gain
(loss) on
investments ...... -- -- -- -- (122) -- -- -- (122)
Net income ......... -- -- -- -- -- -- 7,751 -- 7,751
------ ------ ---- -------- ----- ---- ------- ----- --------
Balance at June 30,
1996 ............. 35,000 19,098 $191 $141,521 $(385) $(75) $26,593 $(492) $167,353
====== ====== ==== ======== ===== ==== ======= ===== ========


See accompanying notes.


4


PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



Six Months Ended
June 30, 1996 June 25, 1995
------------- -------------


(In thousands)
Operating activities
Net cash provided by operating activities......... $ 9,329 $ 2,788

Investing activities
Purchase of property and equipment................... (11,465) (19,844)
Purchase of investments.............................. (40,114) (57)
Proceeds from sale or maturity of investments........ 6,681 3,356
Loans to franchisees................................. (2,648) (100)
Acquisitions......................................... (30) (643)
Other................................................ (840) (114)
-------- --------
Net cash used in investing activities............. (48,416) (17,402)

Financing activities
Proceeds from issuance of long-term debt............. -- 2,000
Payments on long-term debt........................... (837) (602)
Proceeds from issuance of common stock............... 50,557 --
Proceeds from exercise of stock options.............. 649 203
Tax benefit related to exercise of non-qualified
stock options...................................... 701 484
Other................................................ (16) 174
-------- --------
Net cash provided by financing activities......... 51,054 2,259
-------- --------

Net increase(decrease) in cash and cash equivalents.. 11,967 (12,355)
Cash and cash equivalents at beginning of period..... 19,904 12,773
-------- --------
Cash and cash equivalents at end of period........... $ 31,871 $ 418
======== ========



See accompanying notes.

5

PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

June 30, 1996

NOTE 1 -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the three and six months ended June 30,
1996, are not necessarily indicative of the results that may be expected for the
year ended December 29, 1996. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Papa John's
International, Inc. Annual Report on Form 10-K for the year ended December 31,
1995.

Certain prior year data has been reclassified to conform to the 1996
presentation.

NOTE 2 -- BUSINESS COMBINATIONS

In February 1996, the Company purchased the assets and assumed certain
liabilities of one Papa John's restaurant in Floyds Knob, Indiana, from
Educators, Inc., a franchisee, for $60,000. The purchase price consisted of a
cash payment of $30,000 and the issuance of 1,059 shares of Company stock.

In May 1996, the Company purchased the assets and assumed certain liabilities of
three Papa John's restaurants in Indianapolis, Indiana from Acumen, Inc., a
franchisee. The total consideration paid was approximately $1,425,000 consisting
of 33,474 shares of Company common stock.

The above business combinations were accounted for by the purchase method of
accounting.

NOTE 3 -- FRANCHISEE LOAN PROGRAM

The Company has established a program under which eligible franchisees may
borrow funds for use in the construction and development of their restaurants.
At June 30, 1996, loans outstanding to franchisees were approximately $3.5
million. Such loans bear interest at fixed or floating rates (ranging from 5.5%
to 8.0% at June 30, 1996), and are generally secured by the fixtures, equipment,
signage and, where applicable, land of each restaurant and the ownership
interests in the franchisee.

NOTE 4 -- FINANCING ARRANGEMENTS

In April 1996, the Company purchased 6 acres of land in Louisville, Kentucky for
approximately $787,000. Of the total purchase price, approximately $520,000 was
financed through a non-interest bearing promissory note given by the sellers.
The note requires quarterly principal payments through October 1996, at which
time the note will be paid in full. The land is adjacent to 31 previously
purchased acres which will be the site of the Company's corporate headquarters
and Kentucky commissary facility.

NOTE 5 -- COMMON STOCK OFFERING

In May 1996, the Company completed a public offering of 1,138,500 shares of its
common stock at a price of $47.25 per share. The net proceeds to the Company of
the offering were approximately $50.6 million.


6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.



Restaurant Progression
Three Months Ended Six Months Ended
June 30, June 25, June 30, June 25,
1996 1995 1996 1995
---- ---- ---- ----

Company-owned:
Beginning of period..... 230 152 217 133
Opened.................. 15 16 28 30
Closed.................. - - (1) -
Acquired................ 3 1 4 6
----- ---- ----- ----

End of period........... 248 169 248 169
===== ==== ===== ====

Franchised:

Beginning of period..... 702 538 661 499
Opened.................. 54 45 97 89
Closed.................. (1) (1) (2) (1)
Sold to Company......... (3) (1) (4) (6)
----- ---- ----- ----

End of period........... 752 581 752 581
===== ==== ===== ====

Total at end of period.. 1,000 750 1,000 750
===== ==== ===== ====

RESULTS OF OPERATIONS

Revenues. Total revenues increased 53.0% to $87.7 million for the three months
ended June 30, 1996, from $57.3 million for the comparable period in 1995, and
50.4% to $164.4 million for the six months ended June 30, 1996, from $109.3
million for the comparable period in 1995.

Restaurant sales increased 60.0% to $40.5 million for the three months ended
June 30, 1996, from $25.3 million for the comparable period in 1995, and 58.5%
to $75.8 million for the six months ended June 30, 1996, from $47.8 million for
the comparable period in 1995. These increases were primarily due to increases
of 45.7% and 49.6% in the number of equivalent Company-owned restaurants open
during the three and six months ended June 30, 1996, respectively, compared to
the same periods in the prior year. "Equivalent restaurants" represent the
number of restaurants open at the beginning of a given period, adjusted for
restaurants opened or acquired during the period on a weighted average basis.
Also, sales increased 14.7% for the three months ended June 30, 1996, over the
comparable period in 1995, for Company-owned restaurants open throughout both
periods.

Franchise royalties increased 34.4% to $4.3 million for the three months ended
June 30, 1996, from $3.2 million for the comparable period in 1995, and 32.3% to
$8.2 million for the six months ended June 30, 1996, from $6.2 million for the
comparable period in 1995. These increases were primarily due to increases of
30.4% and 30.6% in the number of equivalent franchised restaurants open during
the three and six months ended June 30, 1996, respectively, compared to the same
periods in the prior year. Also, sales increased 8.1% for the three months ended
June 30, 1996, over the comparable period in 1995, for franchised restaurants
open throughout both periods.

Franchise and development fees increased 6.4% to $1.0 million for the three
months ended June 30, 1996, from $943,000 for the comparable period in 1995, and
3.7% to $1.8 million for the six months ended June 30, 1996, from $1.7 million
for the comparable period in 1995. These increases were primarily due to the 97
franchised restaurants opened during the six months ended June 30, 1996, versus
the 89 opened during the comparable period in 1995, an increase of 9.0%,
partially offset by the fact that certain of the 1996 openings were in smaller
markets for which lower initial franchise fees were required.

7

Commissary sales increased 51.1% to $35.4 million for the three months ended
June 30, 1996, from $23.4 million for the comparable period in 1995, and 47.0%
to $66.9 million for the six months ended June 30, 1996, from $45.5 million for
the comparable period in 1995. These increases were primarily the result of the
increases in equivalent franchised restaurants and comparable sales for
franchised restaurants noted above. Additionally, sales for the Orlando
commissary increased for the three and six months ended June 30, 1996, versus
the comparable periods in 1995 due to its conversion from a dough production
facility to a full-service commissary and distribution center beginning in
August 1995.

Equipment and other sales increased 46.2% to $6.5 million for the three months
ended June 30, 1996, from $4.5 million for the comparable period in 1995, and
45.0% to $11.8 million for the six months ended June 30, 1996, from $8.1 million
for the comparable period in 1995. These increases were primarily due to the
increase in equivalent franchised restaurants open during the three and six
months ended June 30, 1996, as compared to the same periods in 1995, and the
increase in franchised restaurants opened during the three and six months ended
June 30, 1996, as compared to the same periods in 1995.

Costs and Expenses. Restaurant cost of sales, which consists of food, beverage
and paper costs, increased as a percentage of restaurant sales to 28.8% for the
three months ended June 30, 1996, from 28.6% for the comparable period in 1995,
and decreased as a percentage of restaurant sales to 28.3% for the six months
ended June 30, 1996, from 28.5% for the comparable period in 1995. Increasing
cheese prices were the primary reason for the higher cost of sales for the three
month period. However, the impact of higher cheese prices in the second quarter
was offset by the lower cost of sales for the six month period resulting from
generally lower product costs, other than cheese, due to increased purchasing
power.

Restaurant salaries and benefits (26.4% vs. 27.3%), advertising and related
costs (9.5% vs. 10.4%) and occupancy costs (4.9% vs. 5.1%) all decreased as a
percentage of restaurant sales for the three months ended June 30, 1996, as
compared to the same period in 1995, after being relatively consistent for the
three months ended March 31, 1996, as compared to the same period in 1995. These
decreases were primarily the result of efficiencies related to strong restaurant
sales during the three months ended June 30, 1996, and a generally maturing
restaurant base.

Other restaurant operating expenses increased as a percentage of restaurant
sales to 13.5% for the three months ended June 30, 1996, from 12.6% for the
comparable period in 1995, and were consistent at 13.5% for the six months ended
June 30, 1996 and June 25, 1995. Other operating expenses include all other
restaurant-level operating costs, the material components of which are
automobile mileage reimbursement for delivery drivers, telephone costs, training
costs and workers compensation insurance. Other operating expenses also include
an allocation of commissary operating expenses equal to 3% of Company-owned
restaurant sales in order to assess a portion of the costs of dough production
and food and equipment purchasing and storage to Company-owned restaurants.

The increase in other restaurant operating expenses for the three months ended
June 30, 1996 versus the comparable period in 1995 was primarily due to
unusually low insurance costs during the 1995 period as a result of a settlement
under the Company's previous retrospectively-based workers compensation
insurance coverage.

Commissary, equipment and other expenses include cost of sales and operating
expenses associated with sales of food, paper, equipment, printing and
promotional items to franchisees and other customers. These costs decreased as a
percentage of combined commissary sales and equipment and other sales to 91.3%
for the three months ended June 30, 1996, as compared to 93.3% for the same
period in 1995, and to 91.7% for the six months ended June 30, 1996, from 92.8%
for the comparable period in 1995. These decreases were primarily due to volume-
related efficiencies in commissary and support services operations.

General and administrative expenses were relatively consistent as a percentage
of total revenues at 7.6% for the three months ended June 30, 1996, as compared
to 7.7% for the comparable period in 1995, and decreased to 7.6% for the six
months ended June 30, 1996, from 8.2% for the comparable period in 1995. The
decrease was primarily related to the hiring of additional corporate and
restaurant management personnel throughout 1995, particularly in the early
months of the year, to develop the infrastructure necessary to support planned
growth for 1996 and beyond. The infrastructure was substantially in place at the
end of 1995, providing efficiencies in 1996 as revenue growth continued.

8

Depreciation and amortization was relatively consistent as a percentage of
total revenues at 3.8% for the three and six months ended June 30, 1996, as
compared to 3.6% and 3.5%, respectively, for the comparable periods in 1995.
Increases in depreciation and amortization due to additional capital
expenditures by the Company, the amortization of intangibles related to
acquisitions, the amortization of deferred pre-opening costs for newly-opened
restaurants and commissaries and the amortization of deferred information
systems costs were partially offset by decreases due to a change in estimate of
the useful lives of certain restaurant equipment and signage implemented as of
the beginning of July 1995 to more accurately reflect the economic lives of the
assets. The estimated useful life for ovens and certain other restaurant
equipment was extended from five to seven years, and the estimated useful life
for restaurant signage was extended from five to ten years.

Investment Income. Investment income increased to $819,000 for the three
months ended June 30, 1996, from $329,000 for the comparable period in 1995, and
to $1.3 million for the six months ended June 30, 1996, from $755,000 for the
comparable period in 1995. These increases were primarily the result of higher
average investment balances during the first three and six months of 1996
compared to the same periods in 1995 due to the investment of proceeds from the
Company's public offerings of Common Stock in August 1995 and May 1996.

Income Tax Expense. Income tax expense reflects a combined federal, state and
local effective tax rate of 37% for the three and six months ended June 30,
1996, versus 38% for the comparable periods in 1995. The decrease in the
effective tax rate for the three and six month periods is primarily due to the
investment of proceeds from the August 1995 and May 1996 stock offerings in
securities which produced tax-exempt investment income during the periods.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires capital primarily for the development and acquisition of
restaurants, the addition of new commissary and support services facilities and
equipment and the enhancement of corporate systems and facilities. Capital
expenditures of $11.5 million for the six months ended June 30, 1996, were
primarily funded by cash flow from operations.

Cash flow from operations increased to $9.3 million for the six months ended
June 30, 1996, from $2.8 million for the comparable period in 1995, due
primarily to the higher level of net income for the first six months of 1996.
Also, the Company received net proceeds of $50.6 million from a May 1996 public
offering of 1,138,500 shares of its common stock.

In addition to restaurant development and possible acquisitions, significant
capital projects for the next twelve months are expected to include the
construction of new commissaries in New York and Iowa, and a distribution center
in Arizona. The Company also expects to begin construction during the third
quarter of 1996 of a 250,000 square foot facility in Louisville, Kentucky,
scheduled for completion in mid-1997, approximately one-half of which will
accommodate relocation and expansion of the Louisville commissary facility and
Novel Approach promotional division and the remainder of which will accommodate
relocation and consolidation of corporate offices.

Additionally, during each of 1996 and 1997 the Company expects to provide
approximately $6 to $8 million in loans to eligible franchisees under a loan
program adopted during the second quarter. Approximately $3.5 million in loans
were outstanding under this program as of June 30, 1996, and the amounts
actually provided during 1996 and 1997 may vary as the Company gains experience
with the loan program.

Capital resources available at June 30, 1996, include $31.9 million of cash
and cash equivalents, $58.4 million of investments and an $8 million line of
credit which is currently in the process of being increased to $10 million and
renewed through June 1997. The Company expects to fund planned capital
expenditures and disbursements under the franchise loan program for the next
twelve months from these resources and operating cash flows.


9

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

For a description of the significant legal proceedings involving the Company,
reference is made to Item 3 of the Company's Annual Report on Form 10-K for the
period ended December 31, 1995.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company's annual meeting of stockholders was held on May 22, 1996, at the
Seelbach Hotel, 500 Fourth Avenue, Louisville, Kentucky at 11:00 a.m.

At the meeting, the Company's stockholders elected John H. Schnatter to serve
as a director until the 1999 annual meeting of stockholders by a vote of
13,681,929 affirmative and 53,143 withheld. The Company's other directors
continue to serve in accordance with their previous elections: through 1997 -
O. Wayne Gaunce, Jack A. Laughery and Michael W. Pierce; and through 1998 -
Charles W. Schnatter and Richard F. Sherman.

The Company's stockholders also took the following actions at the meeting:

(1) Amended the 1993 Stock Ownership Incentive Plan to increase the number of
shares available for issuance under the plan by a vote of 11,885,740 affirmative
to 1,512,552 negative and 3,446 abstention votes;

(2) Amended the 1993 Stock Option Plan for Non-Employee Directors to provide
for the annual award of options to non-employee directors who serve on the
Executive Committee of the Board of Directors by a vote of 12,966,119
affirmative to 734,749 negative and 5,120 abstention votes; and

(3) Ratified the selection of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending December 29, 1996, by a vote of 13,720,111
affirmative to 914 negative and 14,047 abstention votes.

ITEM 6. EXHIBITS AND REPORTS ON 8-K.

(a) Exhibits.

Exhibit
Number Description
------ -----------

27 Financial Data Schedule which is submitted
electronically to the Securities and Exchange
Commission for information only and not deemed to be
filed with the Commission.

99.1 Cautionary Statements. Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-21660) is
incorporated herein by reference.

(b) Current Reports on Form 8-K.

There were no reports filed on Form 8-K during the quarterly period ended
June 30, 1996.

10

SIGNATURES

Pursuant to the requirements 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.



PAPA JOHN'S INTERNATIONAL, INC.



Date: August 12, 1996 /s/ E. Drucilla Milby
--------------- ------------------------------
E. Drucilla Milby, Senior Vice President -
Chief Financial Officer and Treasurer
(Principal Financial Officer)

11