0050 - Notes to Condensed Consolidated Financial Statements | |
| 3 Months Ended
Mar. 29, 2009
USD / shares
|
Notes to Financial Statements | |
Basis of Presentation |
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form10-Q and Article10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States 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 months ended March29, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ended December27, 2009. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form10-K for Papa Johns International,Inc. (referred to as the Company, Papa Johns or in the first person notations of we, us and our) for the year ended December28, 2008. |
Recent Accounting Pronouncements |
2. Recent Accounting Pronouncements
Statement of Financial Accounting Standards (SFAS) No.157, Fair Value Measurements
SFAS No.157 Fair Value Measurements requires companies to determine fair value based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. SFAS No.157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. We adopted the provisions of SFAS No.157 in two phases: (1)phase one was effective for financial assets and liabilities in our first quarter of 2008 and (2)phase two was effective for our first quarter of fiscal 2009. The adoption of SFAS No.157 in 2008 and 2009 did not have a significant impact on our financial statements.
SFAS No.141R, Business Combinations
Papa Johns adopted the provisions of SFAS No.141 - revised 2007 (SFAS No.141R), Business Combinations, in the first quarter of 2009. SFAS No.141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable financial statement users to evaluate the nature and financial effects of the business combination. SFAS No.141R applies to business combinations for which the acquisition date is on or after December15, 2008. The adoption of this statement had no impact on our consolidated financial statements in the first quarter of 2009.
SFAS No.160, Noncontrolling Interests in Consolidated Financial Statements
Papa Johns adopted the provisions of SFAS No.160, Noncontrolling Interests in Consolidated Financial Statements an amendment to ARB No.51, in the first quarter of 2009. SFAS No.160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements, but separate from the equity of the parent company. The statement further requires that consolidated net income be reported at amounts attributable to the parent and the noncontrolling interest, rather than expensing the income attributable to the minority interest holder. This statement also requires sufficient disclosures to clearly identify and distinguish between the interests of the parent company and the interests of the noncontrolling owners, including a disclosure on the face of the consolidated statements for income attributable to the noncontrolling interest holder. The presentation and disclosure requirements of this statement shall be applied retrospectively for all periods presented, and thus, the prior year financial statements have been modified to incorporate the new requirements.
Papa Johns had two joint venture arrangements as of March29, 2009 and March30, 2008, which were as follows:
Restaurants
Noncontrolling
asof
Restaurant
PapaJohns
Interest
Mar.29,2009
Locations
Ownership*
Ownership*
Star Papa, LP
76
Texas
51
%
49
%
Colonels |
Accounting for Variable Interest Entities |
3. Accounting for Variable Interest Entities
FASB Interpretation No.46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No.51 (FIN 46), provides a framework for identifying variable interest entities (VIEs) and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements.
In general, a VIE is a corporation, partnership, limited-liability company, trust, or any other legal structure used to conduct activities or hold assets that either (1)has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2)has a group of equity owners that are unable to make significant decisions about its activities, or (3)has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.
FIN 46 requires a VIE to be consolidated if a party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIEs activities, is entitled to receive a majority of the VIEs residual returns (if no party absorbs a majority of the VIEs losses), or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIEs assets, liabilities and non-controlling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. FIN 46 also requires disclosures about VIEs that the variable interest holder is not required to consolidate but in which it has a significant variable interest.
We have a purchasing arrangement with BIBP Commodities,Inc. (BIBP), a special-purpose entity formed at the direction of our Franchise Advisory Council for the sole purpose of reducing cheese price volatility to domestic system-wide restaurants. BIBP is an independent, franchisee-owned corporation. BIBP purchases cheese at the market price and sells it to our distribution subsidiary, PJ Food Service,Inc. (PJFS), at a fixed price. PJFS in turn sells cheese to Papa Johns restaurants (both Company-owned and franchised) at a set price. Effective March2009, we modified the BIBP formula to establish the price of cheese on a more frequent basis based on the projected spot market prices. Under this new formula, we anticipate BIBP will substantially repay its cumulative deficit by the end of 2011. PJFS purchased $36.0 million and $39.7 million of cheese from BIBP for the three months ended March29, 2009 and March30, 2008, respectively.
As defined by FIN 46, we are the primary beneficiary of BIBP, a VIE. We recognize the operating losses generated by BIBP if BIBPs shareholders equity is in a net deficit position. Further, we will recognize the subsequent operating income generated by BIBP up to the amount of any losses previously recognized. We recognized a pre-tax gain of $9.0 million ($5.9 million net of tax, or $0.21 per share) and a pre |
Debt |
4. Debt
Our debt is comprised of the following (in thousands):
March29,
December28,
2009
2008
Revolving line of credit
$
103,000
$
123,500
Debt associated with VIEs *
8,450
7,075
Other
75
79
Total debt
111,525
130,654
Less: current portion of debt
(8,450
)
(7,075
)
Long-term debt
$
103,075
$
123,579
*Papa Johns is the guarantor of BIBPs outstanding debt.
In January2006, we executed a five-year, unsecured Revolving Credit Facility (Credit Facility) totaling $175.0 million. Under the Credit Facility, outstanding balances accrue interest at 50.0 to 100.0 basis points over the London Interbank Offered Rate (LIBOR) or other bank-developed rates, at our option. The commitment fee on the unused balance ranges from 12.5 to 20.0 basis points. The increment over LIBOR and the commitment fee are determined quarterly based upon the ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization (EBITDA), as defined. The remaining availability under our line of credit, reduced for certain outstanding letters of credit, approximated $51.6 million and $31.1 million as of March29, 2009 and December28, 2008, respectively. The fair value of our outstanding debt approximates the carrying value since our debt agreements are variable-rate instruments.
The Credit Facility contains customary affirmative and negative covenants, including financial covenants requiring the maintenance of specified fixed charges and leverage ratios. At March29, 2009 and December28, 2008, we were in compliance with these covenants.
We presently have two interest rate swap agreements (swaps) that provide fixed interest rates, as compared to LIBOR, as follows:
Floating
RateDebt
Fixed
Rates
The first interest rate swap agreement:
January16, 2007 to January15, 2009
$
60 million
4.98
%
January15, 2009 to January15, 2011
$
50 million
4.98
%
The second interest rate swap agreement:
January31, 2009 to January31, 2011
$
50 million
3.74
%
Our swaps are derivative instruments that are designated as cash flow hedges because the swaps provide a hedge against the effects of rising interest rates on present and/or forecasted future borrowings. The effective portion of the gain or loss on the swaps is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the swaps affect earnings. Gains or losses on the swaps representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Amounts payable or receivable under the swaps are accounted for as adjustments to interest expense.
The following tables provide information on the location and amounts of our swaps in the accompanying consolidated financial statements (in thousands):
Fair Values of Derivative Instruments
LiabilityDerivatives
BalanceSheetLocation
FairValue
Mar-09
FairValue
Dec-08
Derivatives designated as hedging instruments under Statement 133:
Interest rat |
Calculation of Earnings Per Share |
5. Calculation of Earnings Per Share
The calculations of basic earnings per common share and earnings per common share assuming dilution are as follows (in thousands, except per-share data):
ThreeMonthsEnded
March29,
March30,
2009
2008
Basic earnings per common share:
Net income
$
17,839
$
8,625
Weighted average shares outstanding
27,640
28,700
Basic earnings per common share
$
0.65
$
0.30
Earnings per common share - assuming dilution:
Net income
$
17,839
$
8,625
Weighted average shares outstanding
27,640
28,700
Dilutive effect of outstanding common stock options
67
185
Diluted weighted average shares outstanding
27,707
28,885
Earnings per common share - assuming dilution
$
0.64
$
0.30
Shares subject to options to purchase common stock with an exercise price greater than the average market price for the quarter were not included in the computation of the dilutive effect of common stock options because the effect would have been antidilutive. The weighted average number of shares subject to the antidilutive options was 1.3 million and 1.1 million at March29, 2009 and March30, 2008, respectively.
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Segment Information |
6. Segment Information
We have defined five reportable segments: domestic restaurants, domestic commissaries, domestic franchising, international operations and variable interest entities (VIEs).
The domestic 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, such as breadsticks, cheesesticks, chicken strips, chicken wings, dessert pizza, and soft drinks to the general public. The domestic 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. The domestic 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 domestic franchisees. The international operations segment principally consists of our Company-owned restaurants and distribution sales to franchised Papa Johns restaurants located in the United Kingdom, China 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. VIEs consist of entities in which we are deemed the primary beneficiary, as defined in Note 3, and include BIBP and certain franchisees to which we have extended loans. All other business units that do not meet the quantitative thresholds for determining reportable segments consist of operations that derive revenues from the sale, principally to Company-owned and franchised restaurants, of printing and promotional items, risk management services, and information systems and related services used in restaurant operations.
Generally, we evaluate performance and allocate resources based on profit or loss from operations before income taxes and 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 related profit 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.
Our segment information is as follows:
ThreeMonthsEnded
(Inthousands)
March29,2009
March30,2008
Revenues from external customers:
Domestic Company-owned restaurants
$
131,705
$
138,855
Domestic commissaries
107,916
106,047
Domestic franchising
15,589
16,365
International
9,322
8,853
Variable interest entities (1)
5,671
2,040
All others
14,769
16,845
Total revenues from external customers
$
284,972
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Subsequent Events |
7. Subsequent Events
On April27, 2009, we divested ten restaurants located in our Albuquerque, New Mexico market. Total consideration for the sale of the restaurants was $1.1 million, consisting of cash proceeds of $630,000 and notes to Papa Johns from the purchasers, who are existing Papa Johns franchisees, for $500,000. We anticipate a gain of approximately $300,000 will be recognized in the second quarter of 2009 upon completion of the sale. |