UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):

November 6, 2007

 

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
incorporation or organization)

(I.R.S. Employer Identification
Number)

 

2002 Papa Johns Boulevard
Louisville, Kentucky  40
299-2334

(Address of principal executive offices)

 

(502) 261-7272

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

 

Section 2 — Financial Information

 

Item 2.02 Results of Operations and Financial Condition

 

On November 6, 2007, Papa John’s International, Inc. issued a press release discussing third quarter financial results, updating the 2007 earnings guidance and announcing a franchise agreement renewal program.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Papa John’s International, Inc. press release dated November 6, 2007.

 

 



 

 

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.

 

 

(Registrant)

 

 

 

 

Date:November 6, 2007

 

/s/ J. David Flanery

 

 

J. David Flanery

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

 


 

 

 

Exhibit 99. 1

 

 

For more information, contact:

David Flanery

Chief Financial Officer

502-261-4753

 

PAPA JOHN’S REPORTS

THIRD QUARTER 2007 EARNINGS

 

2007 Earnings Guidance Updated;

Franchise Renewal Program and Royalty Rate Increase Announced

 

Highlights

                  Third quarter earnings per diluted share of $0.16 in 2007 vs. $0.40 in 2006 ($0.39 in 2007 vs. $0.31 in 2006, excluding the consolidation of the company’s franchisee-owned cheese purchasing entity, BIBP Commodities, Inc. (BIBP))

                  Third quarter EPS includes $0.08 in 2007 and $0.03 in 2006 from the finalization of certain income tax issues

                  49 net Papa John’s restaurant openings worldwide during the quarter

                  Domestic system-wide comparable sales increase of 0.2% for the quarter

                  Worldwide system sales increase of 4.3% for the quarter

                  Earnings guidance for 2007 increased to a range of $1.64 to $1.68 per diluted share, excluding the impact of consolidating BIBP’s results

                  Franchise agreement renewal program announced, including a royalty rate increase

 

                Louisville, Kentucky (November 6, 2007) — Papa John’s International, Inc. (NASDAQ: PZZA) today announced revenues of $262.8 million for the third quarter of 2007, representing an increase of 9.6% from revenues of $239.7 million for the same period in 2006. Net income for the third quarter of 2007 was $4.8 million, or $0.16 per diluted share (including an after-tax loss of $7.0 million, or $0.23 per diluted share, from the consolidation of the results of the franchisee-owned cheese purchasing company, BIBP Commodities, Inc. (BIBP), a variable interest entity, and a gain of $2.4 million, or $0.08 per diluted share, from the finalization of certain income tax issues), compared to 2006 third quarter net income of $13.1 million, or $0.40 per diluted share (including an after-tax gain of $3.0 million, or $0.09 per diluted share, from the consolidation of BIBP,

 

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and a gain of $950,000, or $0.03 per diluted share, from the finalization of certain income tax issues).

 

                Revenues were $779.7 million for the nine months ended September 30, 2007, representing an increase of 7.7% from revenues of $723.6 million for the same period in 2006. Net income for the nine months ended September 30, 2007 was $25.0 million, or $0.82 per diluted share (including a net loss of $12.5 million or $0.41 per diluted share, from the consolidation of BIBP and a gain of $2.4 million, or $0.08 per diluted share, from the previously mentioned finalization of certain income tax issues), compared to last year’s net income of $44.4 million, or $1.33 per diluted share (including an after-tax gain of $10.4 million, or $0.31 per diluted share, from the consolidation of BIBP and a gain of $950,000, or $0.03 per diluted share, from the previously mentioned finalization of certain income tax issues).

 

                The following table summarizes the above-mentioned items impacting 2007 earnings per diluted share, as compared to the same periods presented for the prior year:

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sept. 30,

 

Sept. 24,

 

Sept. 30,

 

Sept. 24,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Earnings per diluted share, as reported

 

$

0.16

 

$

0.40

 

$

0.82

 

$

1.33

 

 

 

 

 

 

 

 

 

 

 

Loss (Gain) from BIBP cheese purchasing entity

 

0.23

 

(0.09

)

0.41

 

(0.31

)

 

 

 

 

 

 

 

 

 

 

(Gain) from finalization of certain income tax issues

 

(0.08

)

(0.03

)

(0.08

)

(0.03

)

 

 

 

 

 

 

 

 

 

 

Earnings per diluted share, excluding noted items

 

$

0.31

 

$

0.28

 

$

1.15

 

$

0.99

 

 

 

 

 

 

 

 

 

 

 

 

 

“Our system had an excellent third quarter,” commented Papa John’s president and chief executive officer, Nigel Travis.  “To run positive comp sales in this competitive market place, and against strong sales during the same period last year, is a testament to the strength of our brand.  I am also pleased with our revenue and earnings growth for the quarter, and our outlook for the remainder of the year.  We will continue to work hard to wow our customers with quality products and superior service to help our system manage through what continues to be a challenging cost environment.”

 

 

Revenues Comparison

 

                Consolidated revenues were $262.8 million for the third quarter of 2007, an increase of $23.1 million or 9.6%, over the corresponding 2006 period. The increase in revenues was principally due to an $18.8 million increase in domestic company-owned restaurant revenues, reflecting the acquisition of 54 domestic restaurants during the last five months of 2006 and the acquisition of 61 domestic restaurants during the first nine months of 2007. Other sales increased $2.5 million due to expanded commercial volumes

 

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at our print and promotions operations. International revenues increased $2.0 million due to the acquisition of five restaurants in Beijing, China in December 2006 and increased royalty revenues from additional franchised units.

 

For the nine-month period ending September 30, 2007, consolidated revenues increased $56.0 million, or 7.7%, principally due to the reasons mentioned above.

 

Operating Results and Cash Flow

 

Operating Results

 

Our pre-tax income from continuing operations for the third quarter of 2007 was $3.8 million, compared to $19.8 million for the corresponding period in 2006. For the nine months ended September 30, 2007, pre-tax income was $35.7 million compared to $68.8 million for the corresponding period in 2006. Excluding the impact of the consolidation of BIBP, third quarter 2007 pre-tax income from continuing operations was $14.5 million, which is substantially flat with 2006 comparable results, and pre-tax income for the nine months ended September 30, 2007 was $55.0 million, an increase of $3.2 million (6.3%) over the 2006 comparable results of $51.8 million. An analysis of the changes in pre-tax income from continuing operations for the three- and nine-month periods ended September 30, 2007, respectively (excluding the consolidation of BIBP), are summarized as follows (analyzed on a segment basis — see the Summary Financial Data table that follows for the reconciliation of segment income to consolidated income below):

 

                  Domestic Company-owned Restaurant Segment. Domestic company-owned restaurants’ operating income for the three months ended September 30, 2007 was $3.5 million, or a decrease of $2.1 million, from the comparable 2006 period. For the nine-month period ended September 30, 2007, operating income was $19.2 million, or a decrease of $3.8 million, from the comparable 2006 period. The decline in operating income for the three- and nine-month periods is primarily due to an increase in wages (including the impact of a federal minimum wage increase in July 2007 and certain other minimum wage increases in various states), increased commodity costs and increased marketing expenditures at the local market level. The third quarter 2007 results also include a loss of $500,000 associated with our plan to sell certain company-owned restaurants in one market. The nine-month period results were favorably impacted by a $594,000 pre-tax gain associated with the termination of a lease agreement in the second quarter of 2007.

 

                  Domestic Commissary Segment. Domestic commissaries’ operating income increased approximately $1.5 million and $3.6 million for the three- and nine- month periods ended September 30, 2007, respectively, from the comparable 2006 periods. These increases are principally due to increased volumes of higher margin fresh dough products and improved margins from other commodities.

 

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                  Domestic Franchising Segment. Domestic franchising operating income decreased $501,000 and $1.1 million for the three- and nine-month periods ended September 30, 2007, respectively, from the comparable 2006 periods. These decreases are principally due to costs associated with an increase in our field organizational support staff to improve the performance of our domestic franchise operations. Royalty revenue was flat, as an approximate 2.0% decrease in equivalent franchise units due to various acquisitions of franchise units by the company was offset by a reduction in royalty waivers granted to franchisees.

 

                  International Segment. The international operating results, which exclude the Perfect Pizza operations in the United Kingdom that were sold in March 2006, reported losses of $2.0 million and $6.4 million for the three- and nine-month periods ended September 30, 2007, respectively, compared to losses of $2.0 million and $6.8 million, respectively, in the same periods of the prior year. The improvement in the operating results for the nine-month period was due to the prior year results including a $470,000 charge incurred in the second quarter of 2006 related to management reorganization costs in one of our international operating units. Increased revenues in 2007 due to the growth in number of units and unit volumes were substantially offset by increased personnel and infrastructure investment costs.

 

                  All Others Segment. The “All others” reporting segment reported operating earnings of $1.3 million and $4.0 million for the three- and nine-month periods ended September 30, 2007, respectively, compared to $1.1 million and $3.8 million, respectively, in the same periods of the prior year. The increase of $242,000 in operating income for the three-month period was primarily due to an improvement in the operating results of our print and promotions operations, reflecting an increase in our sales to commercial customers. The increase of $249,000 for the nine-month period was primarily due to the improved operating results of our online operation. The nine-month period operating results at our print and promotions operations during 2007 are substantially the same as the 2006 results.

 

                  Unallocated Corporate Segment. Unallocated corporate expenses decreased approximately $1.0 million and $4.0 million for the three- and nine-month periods ended September 30, 2007, respectively, as compared to the corresponding periods of 2006. The decreases in both periods are primarily due to lower general and administrative costs, including management incentives (as more fully discussed below), health insurance and legal costs. The nine-month period decrease was also impacted by the collection of a $650,000 receivable, which had previously been reserved, from Papa Card, Inc., a nonstock, nonprofit corporation, which administers the Papa John’s gift card program.

 

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The following table summarizes our recorded expense (income) associated with our management incentive programs (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sept. 30,

 

Sept. 24,

 

Sept. 30,

 

Sept. 24,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

1,193

 

$

1,187

 

$

3,048

 

$

3,069

 

Restricted stock

 

511

 

71

 

759

 

119

 

Performance unit plan

 

(57

)

856

 

(207

)

2,209

 

Management incentive bonus plan

 

1,200

 

1,587

 

2,950

 

5,539

 

Total expense

 

$

2,847

 

$

3,701

 

$

6,550

 

$

10,936

 

 

 

 

 

 

 

 

 

 

 

Decrease

 

$

(854

)

 

 

$

(4,386

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The decrease in the executive performance unit incentive plan expense for the three- and nine-month periods of 2007, as compared to the corresponding prior year periods, was primarily due to the forfeiture of units associated with certain executive departures and the change in the Founder Chairman’s status from an employee director of the company to a non-employee director during the second quarter of 2007.

 

The annual management incentive bonus plan is based on the company’s annual operating income performance and certain sales measures as compared to pre-established targets. The decrease in the expense for the three- and nine-month periods in 2007 as compared to the corresponding prior year periods was primarily due to updated sales and operating income projections for the full year and the transition of the Founder Chairman to a non-employee director status.

 

Net interest expense included in the unallocated corporate segment, increased approximately $1.0 million and $3.5 million for the three- and nine-month periods ended September 30, 2007, respectively, as compared to the corresponding 2006 periods, principally due to a higher average debt balance resulting from share repurchase activity under our share repurchase program and franchise restaurant acquisitions during the last twelve months. The increase in net interest costs was offset, in this operating segment, by an increase in allocations to the operating units receiving corporate support for the three- and nine-months ended September 30, 2007, as compared to the corresponding periods of 2006, partially due to an increase in the number of company-owned restaurants.

 

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During the third quarter of 2007, the company recorded a $2.4 million reduction in its customary income tax expense due to the finalization of certain income tax issues. The effective income tax rate was 29.9% for the nine months ended September 30, 2007, compared to 36.1% in the corresponding 2006 period.

 

Cash Flow

 

                Cash flow from continuing operations was $47.2 million in the first nine months of 2007 as compared to $67.9 million for the comparable period in 2006. The consolidation of BIBP decreased cash flow from operations by approximately $19.4 million in the first nine months of 2007 and increased cash flow from operations by approximately $17.0 million in the comparable period in 2006. Excluding the impact of the consolidation of BIBP, cash flow from continuing operations increased $15.7 million in the first nine months of 2007 as compared to the corresponding 2006 period, primarily due to an increase in net income and an improvement in working capital including accounts receivable, inventories and other liabilities.

 

Form 10-Q Filing

 

                See the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our quarterly report on Form 10-Q filed with the Securities and Exchange Commission for additional information concerning our operating results and cash flow for the three- and nine-month periods ended September 30, 2007.

 

Comparable Sales, System-wide Sales and Unit Count

 

                Domestic system-wide comparable sales for the third quarter of 2007 increased 0.2% (composed of a 0.5% increase at company-owned restaurants and flat sales at franchised restaurants). Domestic system-wide comparable sales for the nine months ended September 30, 2007 decreased 0.2% (composed of a 0.1% decrease at company-owned restaurants and a 0.3% decrease at franchised restaurants). Comparable sales percentage represents the change in year-over-year sales for the same base of restaurants for the same calendar period.

 

6



 

 

Worldwide system sales increased 4.3% to $524.6 million for the third quarter of 2007 and increased 3.5% to $1.59 billion for the nine months ended September 30, 2007, as compared to the same periods of the prior year. The following table summarizes system-wide sales for the three- and nine-month periods ended September 30, 2007 and September 24, 2006, on an actual U.S. dollar basis (dollars in thousands):

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

Percentage

 

 

 

Sept. 30,

 

Sept. 24,

 

Increase

 

Sept. 30,

 

Sept. 24,

 

Increase

 

 

 

2007

 

2006

 

(Decrease)

 

2007

 

2006

 

(Decrease)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

 

 

 

 

Company-owned

 

$ 126,610

 

$ 107,793

 

17.5

%

$ 368,287

 

$ 319,957

 

15.1

%

Franchised

 

352,607

 

359,070

 

(1.8

)%

1,093,082

 

1,116,279

 

(2.1

)%

Total Domestic

 

479,217

 

466,863

 

2.6

%

1,461,369

 

1,436,236

 

1.7

%

International

 

45,413

 

36,235

 

25.3

%

128,921

 

100,393

 

28.4

%

Total System-wide Sales

 

$ 524,630

 

$ 503,098

 

4.3

%

$ 1,590,290

 

$ 1,536,629

 

3.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During the third quarter of 2007, 38 domestic restaurants (two company-owned and 36 franchised) were opened, including ten franchised units in Live Nation amphitheaters under a previously announced agreement. Additionally, 29 international restaurants (one company-owned and 28 franchised) were opened, while 13 domestic and five international franchised restaurants were closed, resulting in 49 net openings worldwide for the quarter. There were 124 net openings worldwide for the first nine months of 2007.  Our total domestic development pipeline as of September 30, 2007 included 335 restaurants scheduled to open over the next nine years.

 

At September 30, 2007, there were 3,139 Papa John’s restaurants (660 company-owned and 2,479 franchised) operating in all 50 states and 27 countries. The company-owned unit count includes 130 restaurants operated in majority-owned domestic joint venture arrangements, the operating results of which are fully consolidated into the company’s results.

 

Acquisition Activity

 

                As previously disclosed, the company acquired 31 franchised Papa John’s restaurants located in Missouri and Kansas on July 2, 2007. The purchase price of $10.3 million, of which approximately $7.2 million was recorded as goodwill, was paid in cash. In addition, during the third quarter of 2007, the company completed the acquisition of 11 franchised Papa John’s restaurants located in the Washington, D.C. area through our 70% owned joint venture, Colonel’s Limited, LLC. The purchase price of $6.1 million, of which approximately $4.7 million was recorded as goodwill, was paid in cash. At this time, the company does not expect to acquire a significant number of additional restaurants from the franchisees in the future.

 

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International Update

 

A total of 29 restaurants were opened in international markets during the third quarter of 2007, of which nine were located in our fastest-growing markets, Korea and China. As of September 30, 2007, the company had a total of 412 corporate and franchised restaurants operating internationally, of which 129 were located in Korea and China. Our total international development pipeline as of September 30, 2007 included approximately 800 restaurants scheduled to open over the next nine years. During October 2007, we entered into a 40-unit development agreement in Poland and a 50-unit development agreement in Turkey. We expect the initial unit openings for both new countries will occur in 2008.

 

Share Repurchase Activity

 

                The company repurchased approximately 990,000 shares of its common stock at an average price of $26.39 per share, or a total of $26.1 million, during the third quarter of 2007, and 2.2 million shares of its common stock at an average price of $27.99 per share, or a total of $61.9 million, during the first nine months of 2007. Subsequent to the third quarter of 2007, through October 31, 2007, the company repurchased an additional $10.9 million of common stock (471,000 shares at an average price of $23.21 per share). A total of 27,000 and 674,000 shares of common stock were issued upon the exercise of stock options for the three- and nine-month periods ended September 30, 2007, respectively.

 

There were 30.0 million diluted weighted average shares outstanding for the third quarter of 2007 as compared to 32.6 million for the same period in 2006. Approximately 29.2 million actual shares of the company’s common stock were outstanding as of September 30, 2007. The company’s board of directors has authorized the repurchase of up to an aggregate $675 million of common stock through December 30, 2007 which was substantially completed as of October 31, 2007.

 

The company’s share repurchase activity increased earnings per diluted share from continuing operations by $0.01 for the nine-month period ended September 30, 2007 (no impact on the third quarter of 2007).

 

Franchise Agreement Renewals

 

                The company today also announced the completion of the initial communication to its domestic franchisees of a Franchise Agreement Renewal Program (the Renewal Program).  Substantially all existing franchise agreements have an initial 10-year term with a 10-year renewal option.  Many of these original agreements have reached or will reach the end of their initial term in the next few years and will therefore require renewal.

 

The company collaborated with the Franchise Advisory Council, which consists of company and franchisee representatives of domestically owned restaurants, to develop

 

8



 

 

a revised form of franchise agreement that will be available for execution upon renewal by existing franchisees (the Negotiated Agreement). The primary objectives of the negotiation of a revised form of franchise agreement included:

 

                  Providing visibility to franchisees as to the potential timing and amount of future royalty rate increases;

                  Ensuring minimum funding levels for the National Marketing Fund given the scale advantages of our larger competitors;

                  Providing a funding mechanism for continued investment in maintaining and enhancing our online technological capabilities; and

                  Addressing alternative marketing or other business developments to ensure the new form of franchise agreement is consistent and up to date.

 

Under the Renewal Program, the Company is offering certain renewal fee discounts to encourage all existing franchisees to renew under the Negotiated Agreement by December 31, 2007.  Additionally, existing franchisees electing not to renew under the Negotiated Agreement by this date will be offered the then-current standard form of franchise agreement (the New Standard Agreement) upon their subsequent renewal.

 

One key provision of the Negotiated Agreement relates to the timing and amount of future royalty rate increases. A one-quarter percent increase in royalty rate, to 4.25%, has been announced effective in January 2008 for franchisees renewing under the Negotiated Agreement, which is expected to include the majority of franchisees. The royalty rate for all new franchisees and any existing franchisees who elect to renew under the New Standard Agreement will be 5% in 2008.  Specific information related to this and other key provisions, including the expected financial impact on the company, is included in the company’s Form 10-Q filing.

 

2007 Earnings Guidance Updated

 

                In connection with the second quarter earnings release, the company revised the original earnings guidance for 2007, excluding the impact of the consolidation of BIBP, to a range of $1.56 to $1.60 per share.  Based upon actual third quarter operating results, including the impact of the finalization of certain income tax issues, which resulted in an additional $0.08 of earnings per share, the company is updating its 2007 EPS guidance, excluding the impact of the consolidation of BIBP, to a range of $1.64 to $1.68 per share.

 

                Our determination of the updated earnings guidance considered several factors, including the negative impact on our domestic company-owned restaurant operating results from the continued increases in commodities, such as the prices for cheese and wheat, as well as an increase in labor costs as a result of changes in federal and state minimum wage regulations.

 

                We do not expect significant variances in the key operating assumption projections for full year 2007 included in our second quarter earnings release dated

 

9



 

 

August 7, 2007, other than a modest increase in net interest expense and a modest decrease in average diluted shares as a result of share repurchase activity, and a reduction in net unit openings to a range of 180 to 200 net units due to a combination of slightly fewer projected openings and slightly greater projected closings.

 

Forward-Looking Statements

 

Except for historical information, this announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect management’s expectations based upon currently available information and data; however, actual results are subject to future events and uncertainties, which could cause actual results to materially differ from those projected in these statements. Certain factors that can cause actual results to materially differ include: the uncertainties associated with litigation; changes in pricing or other marketing or promotional strategies by competitors, which may adversely affect sales; new product and concept developments by food industry competitors; the ability of the company and its franchisees to meet planned growth targets and operate new and existing restaurants profitably; general economic conditions; increases in or sustained high cost levels of food ingredients and other commodities, paper, utilities, fuel, employee compensation and benefits, insurance and similar costs; the ability to obtain ingredients from alternative suppliers, if needed; health- or disease-related disruptions or consumer concerns about commodities supplies; the selection and availability of suitable restaurant locations; negotiation of suitable lease or financing terms; constraints on permitting and construction of restaurants; local governmental agencies’ restrictions on the sale of certain food products; higher-than-anticipated construction costs; the hiring, training and retention of management and other personnel; changes in consumer taste, demographic trends, traffic patterns and the type, number and location of competing restaurants; franchisee relations; the timing of franchise agreement renewals; the possibility of impairment charges if our United Kingdom operations or recently acquired restaurants perform below our expectations; federal and state laws governing such matters as wages, benefits, working conditions, citizenship requirements and overtime, including legislation to further increase the federal and state minimum wage; and labor shortages in various markets resulting in higher required wage rates. The above factors might be especially harmful to the financial viability of franchisees or company-owned operations in under-penetrated or emerging markets, leading to greater unit closings than anticipated. Increases in projected claims losses for the company’s self-insured coverage or within the captive franchise insurance program could have a significant impact on our operating results. Additionally, domestic franchisees are only required to purchase seasoned sauce and dough from our quality control centers (QC Centers) and changes in purchasing practices by domestic franchisees could adversely affect the financial results of our QC Centers. Our international operations are subject to additional factors, including political and health conditions in the countries in which the company or its franchisees operate; currency regulations and fluctuations; differing business and social cultures and consumer preferences; diverse government regulations and structures; ability to obtain high-quality ingredients and other commodities in a cost-effective manner; and differing interpretation of the obligations established in franchise agreements with international franchisees. Further information regarding factors that could affect the company’s

 

10



 

 

financial and other results is included in the company’s Forms 10-Q and 10-K, filed with the Securities and Exchange Commission.

 

Conference Call

 

                A conference call is scheduled for November 7, 2007 at 10:00 EST to review third quarter earnings results. The call can be accessed from the company’s web page at www.papajohns.com in a listen-only mode, or dial 800-487-2662 (pass code 4893059) for participation in the question and answer session. International participants may dial 706-679-8452 (pass code 4893059).

 

                The conference call will be available for replay beginning November 7, 2007, at approximately noon through November 14, 2007, at midnight EST. The replay can be accessed from the company’s web page at www.papajohns.com or by dialing 800-642-1687 (pass code 4893059). International participants may dial 706-645-9291 (pass code 4893059).

 

11



 

Summary Financial Data

Papa John’s International, Inc.

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sept. 30,

 

Sept. 24,

 

Sept. 30,

 

Sept. 24,

 

(In thousands, except per share amounts)

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

262,775

 

$

239,692

 

$

779,655

 

$

723,634

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes (1)

 

$

3,839

 

$

19,798

 

$

35,662

 

$

68,813

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,827

 

$

13,108

 

$

24,991

 

$

44,376

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - assuming dilution

 

$

0.16

 

$

0.40

 

$

0.82

 

$

1.33

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - assuming dilution

 

30,027

 

32,583

 

30,435

 

33,296

 

 

 

 

 

 

 

 

 

 

 

EBITDA (A)

 

$

13,418

 

$

27,101

 

$

63,236

 

$

89,972

 

 


(1) See information below on a reporting unit basis that separately identifies the impact of consolidating VIEs on income from continuing operations before income taxes.

 

The following is a summary of our income (loss) from continuing operations before income taxes:

 

 

 

 

 

 

 

 

 

 

 

Domestic company-owned restaurants

 

$

3,493

 

$

5,562

 

$

19,243

 

$

23,012

 

Domestic commissaries

 

9,661

 

8,158

 

27,592

 

24,023

 

Domestic franchising

 

11,629

 

12,130

 

36,737

 

37,881

 

International

 

(2,022

)

(2,003

)

(6,374

)

(6,763

)

VIEs, primarily BIBP

 

(10,707

)

5,336

 

(19,370

)

17,027

 

All others

 

1,321

 

1,079

 

4,045

 

3,796

 

Unallocated corporate expenses

 

(9,369

)

(10,354

)

(25,150

)

(29,172

)

Elimination of intersegment profits

 

(167

)

(110

)

(1,061

)

(991

)

Income from continuing operations before income taxes

 

$

3,839

 

$

19,798

 

$

35,662

 

$

68,813

 

 

 

 

 

 

 

 

 

 

 

The following is a reconciliation of EBITDA to net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA (A)

 

$

13,418

 

$

27,101

 

$

63,236

 

$

89,972

 

Income tax (expense) benefit

 

988

 

(6,690

)

(10,671

)

(24,826

)

Net interest

 

(1,668

)

(629

)

(4,179

)

(1,321

)

Depreciation and amortization

 

(7,911

)

(6,674

)

(23,395

)

(19,838

)

Income from discontinued operations, net of tax

 

 

 

 

389

 

Net income

 

$

4,827

 

$

13,108

 

$

24,991

 

$

44,376

 

 

 

 

 

 

 

 

 

 

 

 

12



 

 

(A)                                 Management considers EBITDA to be a meaningful indicator of operating performance from continuing operations before depreciation, amortization, net interest and income taxes. EBITDA provides us with an understanding of one aspect of earnings before the impact of investing and financing transactions and income taxes. While EBITDA should not be construed as a substitute for net income or a better indicator of liquidity than cash flows from operating activities, which are determined in accordance with accounting principles generally accepted in the United States (GAAP), it is included herein to provide additional information with respect to the ability of the company to meet its future debt service, capital expenditure and working capital requirements. EBITDA is not necessarily a measure of the company’s ability to fund its cash needs and it excludes components that are significant in understanding and assessing our results of operations and cash flows. In addition, EBITDA is not a term defined by GAAP and as a result our measure of EBITDA might not be comparable to similarly titled measures used by other companies. The above EBITDA calculation includes the operating results of BIBP Commodities, Inc., a variable interest entity.

 

*   *   *   *

 

For more information about the company, please visit www.papajohns.com.

 

13



 

 

Papa John’s International, Inc. and Subsidiaries

Consolidated Statements of Income

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2007

 

September 24, 2006

 

September 30, 2007

 

September 24, 2006

 

(In thousands, except per share amounts)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Revenues:

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

Company-owned restaurant sales

 

$

126,610

 

$

107,793

 

$

368,287

 

$

319,957

 

Variable interest entities restaurant sales

 

1,862

 

1,320

 

5,151

 

6,457

 

Franchise royalties

 

13,158

 

13,186

 

41,356

 

41,388

 

Franchise and development fees

 

602

 

792

 

1,905

 

1,973

 

Commissary sales

 

97,753

 

98,272

 

294,176

 

301,932

 

Other sales

 

14,995

 

12,529

 

46,841

 

35,601

 

International:

 

 

 

 

 

 

 

 

 

Royalties and franchise and development fees

 

2,514

 

1,906

 

7,185

 

5,202

 

Restaurant and commissary sales

 

5,281

 

3,894

 

14,754

 

11,124

 

Total revenues

 

262,775

 

239,692

 

779,655

 

723,634

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Domestic Company-owned restaurant expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

28,950

 

21,309

 

79,867

 

61,837

 

Salaries and benefits

 

38,369

 

32,291

 

111,241

 

95,044

 

Advertising and related costs

 

12,998

 

10,385

 

35,060

 

29,398

 

Occupancy costs

 

8,652

 

7,209

 

23,461

 

19,735

 

Other operating expenses

 

17,330

 

14,580

 

50,134

 

42,157

 

Total domestic Company-owned restaurant expenses

 

106,299

 

85,774

 

299,763

 

248,171

 

 

 

 

 

 

 

 

 

 

 

Variable interest entities restaurant expenses

 

1,566

 

1,112

 

4,297

 

5,443

 

 

 

 

 

 

 

 

 

 

 

Domestic commissary and other expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

81,006

 

79,957

 

243,725

 

245,366

 

Salaries and benefits

 

8,692

 

7,991

 

26,496

 

23,307

 

Other operating expenses

 

10,915

 

11,549

 

33,060

 

33,971

 

Total domestic commissary and other expenses

 

100,613

 

99,497

 

303,281

 

302,644

 

 

 

 

 

 

 

 

 

 

 

Loss (income) from the franchise cheese-purchasing program, net of minority interest

 

7,854

 

(4,337

)

14,032

 

(14,102

)

International operating expenses

 

4,557

 

3,936

 

13,021

 

11,242

 

General and administrative expenses

 

27,282

 

26,427

 

77,903

 

77,057

 

Minority interests and other general expenses

 

1,186

 

182

 

4,122

 

3,207

 

Depreciation and amortization

 

7,911

 

6,674

 

23,395

 

19,838

 

Total costs and expenses

 

257,268

 

219,265

 

739,814

 

653,500

 

 

 

 

 

 

 

 

 

 

 

Operating income from continuing operations

 

5,507

 

20,427

 

39,841

 

70,134

 

Net interest

 

(1,668

)

(629

)

(4,179

)

(1,321

)

Income from continuing operations before income taxes

 

3,839

 

19,798

 

35,662

 

68,813

 

Income tax expense (benefit)

 

(988

)

6,690

 

10,671

 

24,826

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

4,827

 

13,108

 

24,991

 

43,987

 

Income from discontinued operations, net of tax

 

 

 

 

389

 

Net income

 

$

4,827

 

$

13,108

 

$

24,991

 

$

44,376

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.16

 

$

0.41

 

$

0.83

 

$

1.35

 

Income from discontinued operations, net of tax

 

 

 

 

0.01

 

Basic earnings per common share

 

$

0.16

 

$

0.41

 

$

0.83

 

$

1.36

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - assuming dilution:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.16

 

$

0.40

 

$

0.82

 

$

1.32

 

Income from discontinued operations, net of tax

 

 

 

 

0.01

 

Earnings per common share - assuming dilution

 

$

0.16

 

$

0.40

 

$

0.82

 

$

1.33

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

29,708

 

31,957

 

29,942

 

32,556

 

Diluted weighted average shares outstanding

 

30,027

 

32,583

 

30,435

 

33,296

 

 

14



 

 

Papa John’s International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

 

 

September 30,

 

December 31, 2006

 

(In thousands)

 

2007

 

(Note)

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

8,078

 

$

12,979

 

Accounts receivable

 

21,100

 

23,326

 

Inventories

 

22,622

 

26,729

 

Prepaid expenses

 

5,780

 

7,779

 

Other current assets

 

5,979

 

7,368

 

Deferred income taxes

 

9,310

 

6,362

 

Total current assets

 

72,869

 

84,543

 

 

 

 

 

 

 

Investments

 

522

 

1,254

 

Net property and equipment

 

202,015

 

197,722

 

Notes receivable

 

11,693

 

12,104

 

Deferred income taxes

 

9,320

 

1,643

 

Goodwill

 

86,403

 

67,357

 

Other assets

 

17,745

 

15,016

 

Total assets

 

$

400,567

 

$

379,639

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

29,560

 

$

29,202

 

Income and other taxes

 

11,118

 

15,136

 

Accrued expenses

 

56,513

 

57,233

 

Current portion of debt

 

14,400

 

525

 

Total current liabilities

 

111,591

 

102,096

 

 

 

 

 

 

 

Unearned franchise and development fees

 

7,130

 

7,562

 

Long-term debt, net of current portion

 

124,508

 

96,511

 

Other long-term liabilities

 

29,900

 

27,302

 

Total liabilities

 

273,129

 

233,471

 

 

 

 

 

 

 

Total stockholders’ equity

 

127,438

 

146,168

 

Total liabilities and stockholders’ equity

 

$

400,567

 

$

379,639

 

 

 

 

 

 

 

 

Note:

The balance sheet at December 31, 2006 has been derived from the audited consolidated financial statements at that date, but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.

 

15



 

 

Papa John’s International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 

 

 

Nine Months Ended

 

(In thousands)

 

September 30, 2007

 

September 24, 2006

 

 

 

(Unaudited)

 

(Unaudited)

 

Operating activities

 

 

 

 

 

Net income

 

$

24,991

 

$

44,376

 

Results from discontinued operations (net of income taxes)

 

 

(389

)

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for uncollectible accounts and notes receivable

 

1,204

 

2,423

 

Depreciation and amortization

 

23,395

 

19,838

 

Deferred income taxes

 

(10,315

)

803

 

Stock-based compensation expense

 

3,807

 

3,188

 

Excess tax benefit related to exercise of non-qualified stock options

 

(3,047

)

(4,128

)

Other

 

4,118

 

4,199

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

Accounts receivable

 

1,633

 

(2,717

)

Inventories

 

4,099

 

(862

)

Prepaid expenses

 

1,529

 

2,462

 

Other current assets

 

2,329

 

1,860

 

Other assets and liabilities

 

(2,514

)

(5,087

)

Accounts payable

 

295

 

(1,383

)

Income and other taxes

 

(3,404

)

(501

)

Accrued expenses

 

(511

)

4,138

 

Unearned franchise and development fees

 

(432

)

(360

)

Net cash provided by operating activities from continuing operations

 

47,177

 

67,860

 

Operating cash flows from discontinued operations

 

 

414

 

Net cash provided by operating activities

 

47,177

 

68,274

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchase of property and equipment

 

(23,091

)

(26,606

)

Proceeds from sale of property and equipment

 

30

 

69

 

Purchase of investments

 

 

(2,014

)

Proceeds from sale or maturity of investments

 

732

 

5,599

 

Loans issued

 

(5,966

)

(5,008

)

Loan repayments

 

5,839

 

6,848

 

Acquisitions

 

(24,983

)

(18,858

)

Proceeds from divestiture of restaurants

 

632

 

 

Net cash from continuing operations used in investing activities

 

(46,807

)

(39,970

)

Proceeds from divestiture of discontinued operations

 

 

8,020

 

Net cash used in investing activities

 

(46,807

)

(31,950

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Net proceeds from line of credit facility

 

28,000

 

500

 

Net proceeds (repayments) from short-term debt - variable interest entities

 

13,875

 

(2,075

)

Excess tax benefit related to exercise of non-qualified stock options

 

3,047

 

4,128

 

Proceeds from exercise of stock options

 

10,790

 

13,134

 

Acquisition of Company common stock

 

(61,943

)

(63,969

)

Other

 

862

 

177

 

Net cash used in financing activities

 

(5,369

)

(48,105

)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

98

 

78

 

Change in cash and cash equivalents

 

(4,901

)

(11,703

)

Cash and cash equivalents at beginning of period

 

12,979

 

22,098

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

8,078

 

$

10,395

 

 

16



 

 

Restaurant Progression

Papa John’s International, Inc.

 

 

 

Third Quarter Ended September 30, 2007

 

 

 

Corporate

 

Franchised

 

 

 

 

 

Domestic

 

Int’l

 

Domestic

 

Int’l

 

Total

 

Papa John’s restaurants

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

606

 

8

 

2,096

 

380

 

3,090

 

Opened

 

2

 

1

 

36

 

28

 

67

 

Closed

 

(1

)

 

(12

)

(5

)

(18

)

Acquired

 

42

 

2

 

 

 

44

 

Sold

 

 

 

(42

)

(2

)

(44

)

End of Period

 

649

 

11

 

2,078

 

401

 

3,139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Quarter Ended September 24, 2006

 

 

 

Corporate

 

Franchised

 

 

 

 

 

Domestic

 

Int’l

 

Domestic

 

Int’l

 

Total

 

Papa John’s restaurants

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

510

 

6

 

2,125

 

319

 

2,960

 

Opened

 

5

 

 

26

 

17

 

48

 

Closed

 

 

 

(22

)

(8

)

(30

)

Acquired

 

43

 

 

 

 

43

 

Sold

 

 

 

(43

)

 

(43

)

End of Period

 

558

 

6

 

2,086

 

328

 

2,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17



 

 

Restaurant Progression

Papa John’s International, Inc.

 

 

 

Nine Months Ended September 30, 2007

 

 

 

Corporate

 

Franchised

 

 

 

 

 

Domestic

 

Int’l

 

Domestic

 

Int’l

 

Total

 

Papa John’s restaurants

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

577

 

11

 

2,080

 

347

 

3,015

 

Opened

 

15

 

1

 

96

 

64

 

176

 

Closed

 

(3

)

 

(38

)

(11

)

(52

)

Acquired

 

61

 

2

 

1

 

3

 

67

 

Sold

 

(1

)

(3

)

(61

)

(2

)

(67

)

End of Period

 

649

 

11

 

2,078

 

401

 

3,139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 24, 2006

 

 

 

Corporate

 

Franchised

 

 

 

 

 

Domestic

 

Int’l

 

Domestic

 

Int’l

 

Total

 

Papa John’s restaurants

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

502

 

2

 

2,097

 

325

 

2,926

 

Opened

 

11

 

1

 

82

 

57

 

151

 

Closed

 

(1

)

 

(47

)

(51

)

(99

)

Acquired

 

46

 

3

 

 

 

49

 

Sold

 

 

 

(46

)

(3

)

(49

)

End of Period

 

558

 

6

 

2,086

 

328

 

2,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

Franchised

 

 

 

 

 

Domestic

 

Int’l

 

Domestic

 

Int’l

 

Total

 

Perfect Pizza restaurants

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

 

 

112

 

112

 

Closed

 

 

 

 

(3

)

(3

)

Sold

 

 

 

 

(109

)

(109

)

End of Period

 

 

 

 

 

 

 

Note: The PJUK Perfect Pizza operations were sold in March 2006.

 

18