SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-21660 A. FULL TITLE OF THE PLAN: PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: PAPA JOHN'S INTERNATIONAL, INC. 2002 PAPA JOHN'S BOULEVARD LOUISVILLE, KENTUCKY 40299-2334 (502) 261-7272
FINANCIAL STATEMENTS AND SCHEDULE Papa John's International, Inc. 401(k) Plan DECEMBER 31, 1999 AND 1998 AND YEAR ENDED DECEMBER 31, 1999 WITH REPORT OF INDEPENDENT AUDITORS
Papa John's International, Inc. 401(k) Plan Financial Statements and Schedule December 31, 1999 and 1998 and Year Ended December 31, 1999 Contents Report of Independent Auditors..............................................1 Financial Statements Statements of Net Assets Available for Benefits.............................2 Statement of Changes in Net Assets Available for Benefits...................3 Notes to Financial Statements...............................................4 Schedule Schedule of Assets Held for Investment Purposes At End of Year..............8
Report of Independent Auditors 401 (k) Plan Committee Papa John's International, Inc. We have audited the accompanying statements of net assets available for benefits of the Papa John's International, Inc. 401(k) Plan (the "Plan") as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999, is presented for purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. The schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP May 19, 2000 Louisville, Kentucky 1
PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31 1999 1998 ------------------------- ASSETS Investments at fair value: Common stock: Papa John's International, Inc. $ 144,850 $ 100,560 Mutual funds: Davis New York Venture Fund 463,574 179,736 AIM Constellation Fund 2,040,609 1,089,075 Templeton Foreign Fund 605,404 319,528 AIM Value Fund 1,930,436 1,090,724 Oppenheimer Quest Opportunity Fund 906,803 663,055 American Balanced Fund 470,438 322,633 Bond Fund of America 337,131 240,613 AIM Money Market Fund 458,986 252,829 Interest bearing cash 19,590 -- Participant loans 215,724 100,172 ------------------------- Total investments 7,593,545 4,358,925 Contributions receivable: Participants 228,302 174,901 Employer 217,748 -- ------------------------- Total contributions receivable 446,050 174,901 ------------------------- TOTAL ASSETS 8,039,595 4,533,826 LIABILITIES Excess contributions refundable to participants 108 -- ------------------------- NET ASSETS AVAILABLE FOR BENEFITS $8,039,487 $4,533,826 ========================= SEE ACCOMPANYING NOTES. 2
PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1999 ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment income: Net appreciation in fair value of investments $ 711,881 Interest and dividends 502,833 ----------- Net investment income 1,214,714 Contributions: Participants 2,532,323 Employer 217,748 ----------- Total contributions 2,750,071 ----------- TOTAL ADDITIONS 3,964,785 DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: Benefits paid to participants 455,474 Administrative fee 3,650 ----------- TOTAL DEDUCTIONS 459,124 ----------- NET INCREASE 3,505,661 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 4,533,826 ----------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $8,039,487 =========== SEE ACCOMPANYING NOTES. 3
Papa John's International, Inc. 401(k) Plan Notes to Financial Statements December 31, 1999 1. DESCRIPTION OF PLAN Papa John's International, Inc. (the "Company") established the Papa John's International, Inc. 401(k) Plan (the "Plan") on October 1, 1995. The Plan is a defined contribution plan available to all employees of the Company, and its subsidiaries, who have attained the age of twenty-one, completed one year of service and who work at least 1,000 hours annually. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Participants may voluntarily elect to contribute from 1 to 15 percent of their annual eligible wages to their account within the Plan. In 1999, the Company amended the Plan by stating that the Company may, at its discretion, make matching or profit sharing contributions to the Plan. In 1999, the Company contributed, to participants actively employed on the last day of the plan year, an amount equal to 25 percent of the pretax contributions made by participants up to 6% of eligible compensation from July 1, 1999 to December 31, 1999. The contributions are allocated among eight alternative mutual funds and Company common stock at the direction of the participant. Each fund's investment income or loss, less any investment management fees, is allocated to participant accounts based on their proportionate interest in the fund. The value of participant accounts will fluctuate with the market value of the securities in which the fund is invested. The contributions and the earnings on those contributions are immediately vested to the participant and are payable upon retirement, death or disability, termination of employment, or earlier for hardship reasons. Participants may also borrow from their account through participant loans. The Summary Plan Description provides a more complete description of the Plan's provisions. Certain Plan administrative expenses are paid by the Company. Effective January 1, 1999, the Company amended the Plan for a change in the years of service over which discretionary employer contributions become vested. Such contributions vest over a period of one to five years compared to two to six years prior to the amendment. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 4
Papa John's International, Inc. 401(k) Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS Mutual funds are stated at fair value as determined by quoted market prices. Papa John's International, Inc. Common Stock is stated at fair value as determined by the last reported sales price on the last business day of the plan year. Participant loans are stated at an estimated fair value based on their outstanding balances. CONTRIBUTIONS Contributions from participants are recorded when the Company makes payroll deductions. Discretionary employer contributions are determined and recorded annually. Contributions receivable represent amounts not yet deposited into the participants' individual accounts. EXCESS CONTRIBUTIONS REFUNDABLE TO PARTICIPANTS The Plan is subject to certain contribution limits for highly-compensated participants as defined by the Internal Revenue Code (the "IRC"). Calculations performed subsequent to the Plan year-end indicated that excess contributions refundable to participants amounted to $108 as of December 31, 1999. There were no excess contributions refundable to participants as of December 31, 1998. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan's management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. RECLASSIFICATION Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 5
Papa John's International, Inc. 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS During the year ended December 31, 1999, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in fair value as follows: Papa John's International, Inc. Common Stock $(92,262) Mutual funds 804,143 -------- $711,881 ======== 4. TAX STATUS The Company has not obtained a determination letter from the Internal Revenue Service stating the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code"). However, the Company has represented that the Plan is qualified and, therefore, the related trust is exempt from taxation. 6
Schedule
PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN EIN: 61-1203323, Plan Number: 001 Schedule H, Line 4i-Schedule of Assets Held for Investment Purposes At End of Year December 31, 1999 DESCRIPTION OF INVESTMENT, INCLUDING SHARES HELD OR RATE OF IDENTITY OF ISSUE OR BORROWER INTEREST CURRENT VALUE - ------------------------------------------------------------------------------------------------------ Common Stock: * Papa John's International, Inc. 5,558 shares $ 144,850 Mutual Funds: Davis New York Venture Fund 16,119 shares $ 463,574 AIM Constellation Fund 50,373 shares 2,040,609 Templeton Foreign Fund 53,957 shares 605,404 AIM Value Fund 39,534 shares 1,930,436 Oppenheimer Quest Opportunity Fund 26,315 shares 906,803 American Balanced Fund 32,624 shares 470,438 Bond Fund of America 25,973 shares 337,131 AIM Money Market Fund 458,986 shares 458,986 ---------- Total Mutual Funds $7,213,381 Interest Bearing Cash 19,590 shares 19,590 Participant Loans 8.75% to 10.5% per annum 215,724 ---------- Total Investments $7,593,545 ========== * Represents party in interest to the Plan. 8
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator has duly caused this annual report to be signed by the undersigned hereunto duly authorized. PAPA JOHN'S INTERNATIONAL, INC., 401(K) PLAN Date: June 16, 2000 By: /s/ E. Drucilla Milby ------------------- ------------------------------------ E. Drucilla Milby Senior Vice President, Chief Financial Officer and Treasurer 9
EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-48999) pertaining to the Papa John's International, Inc. 401(k) Plan of our report dated May 19, 2000, with respect to the financial statements and schedule of the Papa John's International, Inc. 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP Louisville, Kentucky June 14, 2000