Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 25, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 0-21660 | ||
Entity Registrant Name | PAPA JOHN’S INTERNATIONAL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1203323 | ||
Entity Address, Address Line One | 2002 Papa John’s Boulevard | ||
Entity Address, City or Town | Louisville | ||
Entity Address, State or Province | KY | ||
Entity Address, Postal Zip Code | 40299-2367 | ||
City Area Code | 502 | ||
Local Phone Number | 261-7272 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | PZZA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,291,573,796 | ||
Entity Common Stock, Shares Outstanding | 32,767,073 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 2, 2024 are incorporated by reference into Part III of this annual report where indicated. | ||
Entity Central Index Key | 0000901491 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Location | Louisville, Kentucky |
Auditor Name | Ernst & Young LLP |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 40,587 | $ 47,373 |
Accounts receivable (less allowance for credit losses of $8,353 in 2023 and $6,718 in 2022) | 104,244 | 102,533 |
Notes receivable, current portion | 5,199 | 6,848 |
Income tax receivable | 2,577 | 8,780 |
Inventories | 36,126 | 41,382 |
Prepaid expenses and other current assets | 42,285 | 44,123 |
Total current assets | 231,018 | 251,039 |
Property and equipment, net | 282,812 | 249,793 |
Finance lease right-of-use assets, net | 31,740 | 24,941 |
Operating lease right-of-use assets | 164,158 | 172,425 |
Notes receivable, less current portion (less allowance for credit losses of $16,092 in 2023 and $14,499 in 2022) | 12,346 | 21,248 |
Goodwill | 76,206 | 70,616 |
Other assets | 76,725 | 74,165 |
Total assets | 875,005 | 864,227 |
Current liabilities: | ||
Accounts payable | 74,949 | 62,316 |
Income and other taxes payable | 17,948 | 8,766 |
Accrued expenses and other current liabilities | 158,167 | 142,535 |
Current deferred revenue | 20,427 | 21,272 |
Current finance lease liabilities | 9,029 | 6,850 |
Current operating lease liabilities | 24,076 | 23,418 |
Total current liabilities | 304,596 | 265,157 |
Deferred revenue | 20,366 | 23,204 |
Long-term finance lease liabilities | 24,144 | 19,022 |
Long-term operating lease liabilities | 151,050 | 160,905 |
Long-term debt, net | 757,422 | 597,069 |
Other long-term liabilities | 60,192 | 68,317 |
Total liabilities | 1,317,770 | 1,133,674 |
Commitments and contingencies (Note 19) | ||
Redeemable noncontrolling interests | 851 | 1,217 |
Stockholders’ deficit: | ||
Common stock ($0.01 par value per share; issued 49,235 at December 31, 2023 and 49,138 at December 25, 2022) | 492 | 491 |
Additional paid-in capital | 452,290 | 449,829 |
Accumulated other comprehensive loss | (7,803) | (10,135) |
Retained earnings | 219,027 | 195,856 |
Treasury stock (16,747 shares at December 31, 2023 and 14,402 shares at December 25, 2022, at cost) | (1,123,098) | (922,434) |
Total stockholders’ deficit | (459,092) | (286,393) |
Noncontrolling interests in subsidiaries | 15,476 | 15,729 |
Total Stockholders’ deficit | (443,616) | (270,664) |
Total Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit | $ 875,005 | $ 864,227 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit losses | $ 8,353 | $ 6,718 |
Notes receivable, less current portion, allowance for credit losses | $ 16,092 | $ 14,499 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 49,235 | 49,138 |
Treasury stock (in shares) | 16,747 | 14,402 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Revenues: | |||
Total revenues | $ 2,135,713 | $ 2,102,103 | $ 2,068,421 |
Costs and expenses: | |||
General and administrative expenses | 210,357 | 217,412 | 212,265 |
Depreciation and amortization | 64,090 | 52,032 | 48,816 |
Total costs and expenses | 1,988,571 | 1,981,008 | 1,900,180 |
Refranchising and impairment loss | 0 | (12,065) | 0 |
Operating income | 147,142 | 109,030 | 168,241 |
Net interest expense | (43,469) | (25,261) | (17,293) |
Income before income taxes | 103,673 | 83,769 | 150,948 |
Income tax expense | 20,874 | 14,420 | 25,993 |
Net income before attribution to noncontrolling interests | 82,799 | 69,349 | 124,955 |
Net income attributable to noncontrolling interests | (701) | (1,577) | (4,939) |
Net income attributable to the Company | 82,098 | 67,772 | 120,016 |
Calculation of net income for earnings per share: | |||
Net income attributable to the Company | 82,098 | 67,772 | 120,016 |
Dividends on redemption of Series B Convertible Preferred Stock | 0 | 0 | (109,852) |
Dividends paid to participating securities | 0 | (306) | (6,091) |
Net income attributable to participating securities | 0 | (104) | 0 |
Net income attributable to common shareholders | $ 82,098 | $ 67,362 | $ 4,073 |
Basic earnings per common share (in dollars per share) | $ 2.49 | $ 1.90 | $ 0.12 |
Diluted earnings per common share (in dollars per share) | $ 2.48 | $ 1.89 | $ 0.12 |
Basic weighted average common shares outstanding (in shares) | 32,931 | 35,497 | 35,007 |
Diluted weighted average common shares outstanding (in shares) | 33,159 | 35,717 | 35,337 |
Dividends declared per common share (in dollars per share) | $ 1.76 | $ 1.54 | $ 1.15 |
Domestic Company-owned restaurants | |||
Revenues: | |||
Total revenues | $ 726,362 | $ 708,389 | $ 778,323 |
Costs and expenses: | |||
Operating costs (excluding depreciation and amortization shown separately below): | 587,889 | 585,307 | 621,871 |
North America franchising | |||
Revenues: | |||
Total revenues | 144,550 | 137,399 | 129,310 |
North America commissaries | |||
Revenues: | |||
Total revenues | 852,361 | 869,634 | 761,305 |
Costs and expenses: | |||
Operating costs (excluding depreciation and amortization shown separately below): | 787,554 | 811,446 | 703,622 |
International | |||
Revenues: | |||
Total revenues | 157,187 | 129,903 | 150,771 |
Costs and expenses: | |||
Operating costs (excluding depreciation and amortization shown separately below): | 103,198 | 76,001 | 87,286 |
All others | |||
Revenues: | |||
Total revenues | 255,253 | 256,778 | 248,712 |
Costs and expenses: | |||
Operating costs (excluding depreciation and amortization shown separately below): | $ 235,483 | $ 238,810 | $ 226,320 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income before attribution to noncontrolling interests | $ 82,799 | $ 69,349 | $ 124,955 | |
Other comprehensive income (loss), before tax: | ||||
Foreign currency translation adjustments | 1,560 | (4,970) | (1,397) | |
Interest rate swaps | [1] | 1,453 | 4,757 | 6,848 |
Other comprehensive income (loss), before tax | 3,013 | (213) | 5,451 | |
Income tax effect: | ||||
Foreign currency translation adjustments | (353) | 1,143 | 321 | |
Interest rate swaps | [2] | (328) | (1,094) | (1,575) |
Income tax effect | (681) | 49 | (1,254) | |
Other comprehensive income (loss), net of tax | 2,332 | (164) | 4,197 | |
Comprehensive income before attribution to noncontrolling interests | 85,131 | 69,185 | 129,152 | |
Less: comprehensive income, redeemable noncontrolling interests | (198) | (574) | (2,609) | |
Less: comprehensive income, nonredeemable noncontrolling interests | (503) | (1,003) | (2,330) | |
Comprehensive income attributable to the Company | $ 84,430 | $ 67,608 | $ 124,213 | |
[1] Amounts reclassified out of accumulated other comprehensive loss into interest expense included $173, ($2,384) and ($5,965) for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. The income tax effects of amounts reclassified out of accumulated other comprehensive loss were $(39), $536 and $1,342 for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Consolidated Statements of Comprehensive Income (Unaudited) | |||
Income tax expense (benefit) | $ 20,874 | $ 14,420 | $ 25,993 |
Interest Rate Swap | Reclassification out of Accumulated Other Comprehensive Loss | Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest | |||
Consolidated Statements of Comprehensive Income (Unaudited) | |||
Income tax expense (benefit) | 39 | (536) | (1,342) |
Interest Rate Swap | Net interest expense | Reclassification out of Accumulated Other Comprehensive Loss | |||
Consolidated Statements of Comprehensive Income (Unaudited) | |||
Amounts reclassified out of accumulated other comprehensive loss into net interest income (expense) | $ 173 | $ (2,384) | $ (5,965) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Non-redeemable Noncontrolling Interests in Subsidiaries | |||
Beginning balance (in shares) at Dec. 27, 2020 | 32,545 | |||||||||
Beginning balance at Dec. 27, 2020 | $ (266,939) | $ 453 | $ 254,103 | $ (14,168) | [1] | $ 219,158 | $ (741,724) | $ 15,239 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | [2] | 122,346 | 120,016 | 2,330 | ||||||
Other comprehensive income (loss), net of tax | 4,197 | 4,197 | [1] | |||||||
Repurchase and conversion of Series B Convertible Preferred Stock (in shares) | 3,489 | |||||||||
Repurchase and conversion of Series B Convertible Preferred Stock | 64,168 | $ 35 | 174,631 | (110,498) | ||||||
Cash dividends on common stock | (40,356) | 158 | (40,514) | |||||||
Cash dividends on preferred stock | $ (4,121) | (4,121) | ||||||||
Exercise of stock options (in shares) | 212 | 212 | ||||||||
Exercise of stock options | $ 11,969 | $ 2 | 11,967 | |||||||
Acquisition of Company common stock (in shares) | (594) | (594) | ||||||||
Acquisition of Company common stock | $ (72,499) | (72,499) | ||||||||
Stock-based compensation expense | 16,919 | 16,919 | ||||||||
Issuance of restricted stock (in shares) | 132 | |||||||||
Issuance of restricted stock | 0 | (6,970) | 6,970 | |||||||
Tax effect of restricted stock awards | (5,847) | (5,847) | ||||||||
Distributions to noncontrolling interests | (2,357) | (2,357) | ||||||||
Other (in shares) | 13 | |||||||||
Other | 62 | 165 | (884) | 781 | ||||||
Ending balance (in shares) at Dec. 26, 2021 | 35,797 | |||||||||
Ending balance at Dec. 26, 2021 | (172,458) | $ 490 | 445,126 | (9,971) | [1],[3] | 183,157 | (806,472) | 15,212 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | [4] | 68,775 | 67,772 | 1,003 | ||||||
Other comprehensive income (loss), net of tax | (164) | (164) | [3] | |||||||
Cash dividends on common stock | $ (54,767) | 210 | (54,977) | |||||||
Exercise of stock options (in shares) | 82 | 82 | ||||||||
Exercise of stock options | $ 4,036 | $ 1 | 4,035 | |||||||
Acquisition of Company common stock (in shares) | (1,343) | (1,343) | ||||||||
Acquisition of Company common stock | $ (125,000) | (125,000) | ||||||||
Stock-based compensation expense | 18,388 | 18,388 | ||||||||
Issuance of restricted stock (in shares) | 285 | |||||||||
Issuance of restricted stock | 0 | (8,443) | 8,443 | |||||||
Tax effect of restricted stock awards (in shares) | (94) | |||||||||
Tax effect of restricted stock awards | (9,546) | (9,546) | ||||||||
Distributions to noncontrolling interests | (486) | (486) | ||||||||
Other (in shares) | 9 | |||||||||
Other | $ 558 | 59 | (96) | 595 | ||||||
Ending balance (in shares) at Dec. 25, 2022 | 34,700 | 34,736 | ||||||||
Ending balance at Dec. 25, 2022 | $ (270,664) | $ 491 | 449,829 | (10,135) | [3],[5] | 195,856 | (922,434) | 15,729 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | [6] | 82,601 | 82,098 | 503 | ||||||
Other comprehensive income (loss), net of tax | 2,332 | 2,332 | [5] | |||||||
Dividends on common stock | $ (58,806) | 121 | (58,927) | |||||||
Exercise of stock options (in shares) | 43 | 43 | ||||||||
Exercise of stock options | $ 2,252 | $ 1 | 2,251 | |||||||
Acquisition of Company common stock (in shares) | (2,523) | (2,523) | [7] | |||||||
Acquisition of Company common stock | [7] | $ (212,444) | (212,444) | |||||||
Stock-based compensation expense | 17,924 | 17,924 | ||||||||
Issuance of restricted stock (in shares) | 240 | |||||||||
Issuance of restricted stock | 0 | (7,149) | 7,149 | |||||||
Tax effect of restricted stock awards (in shares) | (77) | |||||||||
Tax effect of restricted stock awards | (6,416) | (6,416) | ||||||||
Distributions to noncontrolling interests | (756) | (756) | ||||||||
Other (in shares) | 69 | |||||||||
Other | $ 361 | (4,270) | 0 | 4,631 | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 32,500 | 32,488 | ||||||||
Ending balance at Dec. 31, 2023 | $ (443,616) | $ 492 | $ 452,290 | $ (7,803) | [5] | $ 219,027 | $ (1,123,098) | $ 15,476 | ||
[1]At December 26, 2021, the accumulated other comprehensive loss of $9,971 was comprised of net unrealized foreign currency translation loss of $4,869 and a net unrealized loss on the interest rate swap agreements of $5,102.[2]Net income to the Company for the year ended December 26, 2021 excludes $2,609 allocable to the redeemable noncontrolling interests for our joint venture arrangements.[3]At December 25, 2022, the accumulated other comprehensive loss of $10,135 was comprised of net unrealized foreign currency translation loss of $8,696 and a net unrealized loss on the interest rate swap agreements of $1,439.[4]Net income to the Company for the year ended December 25, 2022 excludes $574 allocable to the redeemable noncontrolling interests for our joint venture arrangements.[5]At December 31, 2023, the accumulated other comprehensive loss of $7,803 was comprised of net unrealized foreign currency translation loss of $7,490 and a net unrealized loss on the interest rate swap agreements of $314.[6]Net income to the Company for the year ended December 31, 2023 excludes $198 allocable to the redeemable noncontrolling interests for our joint venture arrangements.[7]Acquisition of Company common stock for the year ended December 31, 2023 includes $2,804 of transaction costs directly attributable to share repurchases, including a 1% excise tax incurred under the Inflation Reduction Act of 2022. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |||||
Net income (loss) allocated to the redeemable noncontrolling interest from joint venture arrangements | $ 198 | $ 574 | $ 2,609 | |||||
Stockholders' deficit | 443,616 | 270,664 | 172,458 | $ 266,939 | ||||
Transaction costs on share repurchases | 2,804 | |||||||
Accumulated other comprehensive loss | ||||||||
Stockholders' deficit | 7,803 | [1] | 10,135 | [1],[2] | 9,971 | [2],[3] | $ 14,168 | [3] |
Net unrealized foreign currency translation loss | ||||||||
Stockholders' deficit | 7,490 | 8,696 | 4,869 | |||||
Net unrealized loss on interest rate swap agreements | ||||||||
Stockholders' deficit | 314 | 1,439 | 5,102 | |||||
Corporate joint venture | ||||||||
Net income (loss) allocated to the redeemable noncontrolling interest from joint venture arrangements | $ 198 | $ 574 | $ 2,609 | |||||
[1]At December 31, 2023, the accumulated other comprehensive loss of $7,803 was comprised of net unrealized foreign currency translation loss of $7,490 and a net unrealized loss on the interest rate swap agreements of $314.[2]At December 25, 2022, the accumulated other comprehensive loss of $10,135 was comprised of net unrealized foreign currency translation loss of $8,696 and a net unrealized loss on the interest rate swap agreements of $1,439.[3]At December 26, 2021, the accumulated other comprehensive loss of $9,971 was comprised of net unrealized foreign currency translation loss of $4,869 and a net unrealized loss on the interest rate swap agreements of $5,102. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Operating activities | |||
Net income before attribution to noncontrolling interests | $ 82,799 | $ 69,349 | $ 124,955 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Provision (benefit) for allowance for credit losses on accounts and notes receivable | 5,393 | 20,539 | (852) |
Depreciation and amortization | 64,090 | 52,032 | 48,816 |
Refranchising and impairment loss | 0 | 12,065 | 0 |
Deferred income taxes | (5,991) | 2,798 | 3,753 |
Stock-based compensation expense | 17,924 | 18,388 | 16,919 |
Other | 66 | 1,056 | 581 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (8,049) | (29,167) | 4,023 |
Income tax receivable | 6,212 | 586 | (8,113) |
Inventories | 5,441 | (7,496) | (4,708) |
Prepaid expenses and other current assets | 817 | 5,587 | 2,866 |
Other assets and liabilities | (11,803) | (13,458) | (20,077) |
Accounts payable | 23,371 | (8,350) | (9,278) |
Income and other taxes payable | 9,087 | (10,710) | 9,733 |
Accrued expenses and other current liabilities | 7,402 | 4,846 | 15,875 |
Deferred revenue | (3,704) | (257) | 182 |
Net cash provided by operating activities | 193,055 | 117,808 | 184,675 |
Investing activities | |||
Purchases of property and equipment | (76,620) | (78,391) | (68,559) |
Notes issued | (4,338) | (9,296) | (16,132) |
Repayments of notes issued | 4,655 | 13,045 | 18,555 |
Acquisitions, net of cash acquired | (5,613) | (1,219) | (699) |
Proceeds from refranchising, net of cash transferred | 0 | 13,588 | 0 |
Proceeds from the sale of property and equipment | 3,457 | 0 | 0 |
Other | 3,336 | (520) | 3,323 |
Net cash used in investing activities | (75,123) | (62,793) | (63,512) |
Financing activities | |||
Proceeds from issuance of senior notes | 0 | 0 | 400,000 |
Net proceeds of revolving credit facilities | 159,000 | 115,000 | 80,000 |
Debt issuance costs | 0 | 0 | (9,179) |
Proceeds from exercise of stock options | 2,252 | 4,036 | 11,969 |
Repurchase of Series B Convertible Preferred Stock | 0 | 0 | (188,647) |
Acquisition of Company common stock | (210,348) | (125,000) | (72,499) |
Dividends paid to common stockholders | (58,451) | (54,767) | (40,356) |
Dividends paid to preferred stockholders | 0 | 0 | (6,394) |
Tax payments for equity award issuances | (6,416) | (9,546) | (5,847) |
Distributions to noncontrolling interests | (1,320) | (1,211) | (5,942) |
Repayments of term loan | 0 | 0 | (340,000) |
Principal payments on finance leases | (8,821) | (5,416) | (4,566) |
Other | 28 | 664 | 935 |
Net cash used in financing activities | (124,076) | (76,240) | (180,526) |
Effect of exchange rate changes on cash and cash equivalents | (642) | (2,012) | (231) |
Change in cash and cash equivalents | (6,786) | (23,237) | (59,594) |
Cash and cash equivalents at beginning of period | 47,373 | 70,610 | 130,204 |
Cash and cash equivalents at end of period | $ 40,587 | $ 47,373 | $ 70,610 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Papa John’s International, Inc. (referred to as the “Company,” “Papa John’s,” “Papa Johns” or in the first person notations of “we,” “us” and “our”), operates and franchises pizza delivery and carryout restaurants under the trademark “Papa Johns,” in 50 countries and territories as of December 31, 2023. Our revenues are derived from retail sales of pizza and other food and beverage products to the general public by Company-owned restaurants, franchise royalties and sales of franchise and development rights, printing and promotional items and information systems equipment, and software and related services. We generate revenues from the operation of our Quality Control Centers (“QC Centers”) which supply pizza sauce, dough, food products, paper products, smallwares and cleaning supplies to restaurants. We also derive revenue from contributions received into our national marketing fund. In discussions of our business, “Domestic” is defined as within the contiguous United States, “North America” includes Canada, and “International” includes the rest of the world other than North America. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Papa John’s International, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. Variable Interest Entity Papa John’s Domestic restaurants, both Company-owned and franchised, participate in Papa John’s Marketing Fund, Inc. (“PJMF”), a nonstock corporation designed to operate at break-even as it spends all annual contributions received from the system. PJMF collects a percentage of revenues from Company-owned and franchised restaurants in the United States for the purpose of designing and administering advertising and promotional programs. PJMF is a variable interest entity (“VIE”) that funds its operations with ongoing financial support and contributions from the Domestic restaurants, of which approximately 85 percent are franchised, and does not have sufficient equity to fund its operations without these ongoing financial contributions. Based on an assessment of the governance structure and operating procedures of PJMF, the Company determined it has the power to control certain significant activities of PJMF, and therefore, is the primary beneficiary. The Company has consolidated PJMF in its financial results in accordance with Accounting Standards Codification (“ASC”) 810, “ Consolidation .” Fiscal Year Our fiscal year ends on the last Sunday in December of each year. All fiscal years presented consist of 52 weeks except for the 2023 fiscal year, which consists of 53 weeks. Use of Estimates The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Significant items that are subject to such estimates and assumptions include the allowance for credit losses on accounts and notes receivable, intangible assets, contract assets and contract liabilities including the customer loyalty program obligation, property and equipment, right-of-use assets and lease liabilities, gift card breakage, insurance reserves and tax reserves. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could significantly differ from these estimates. Revenue Recognition Revenue is measured based on consideration specified in contracts with customers and excludes waivers or incentives and amounts collected on behalf of third parties, primarily sales tax. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Delivery costs, including freight associated with our Domestic commissary and other sales, are accounted for as fulfillment costs and are included in operating costs. The following describes principal activities, separated by major product or service, from which the Company generates its revenues: Domestic Company-owned Restaurant Sales The Domestic Company-owned restaurants principally generates revenues from retail sales of pizza, Papadias, and side items, including breadsticks, Papa Bites, cheesesticks, boneless chicken wings and bone-in chicken wings, dessert items and canned or bottled beverages. Revenues from Company-owned restaurants are recognized when the products are delivered to or carried out by customers. Our North American customer loyalty program, Papa Rewards, is a spend-based program that rewards customers with points for each purchase. Papa Rewards points are accumulated and redeemed for dollar off discounts (“Papa Dough”), and points expire after a year of inactivity. Once points are redeemed, Papa Dough may be used on future purchases within a six-month expiration window. The accrued liability in the Consolidated Balance Sheets, and corresponding reduction of Company-owned restaurant sales in the Consolidated Statements of Operations, is for the estimated reward redemptions at Domestic Company-owned restaurants based upon estimated redemption patterns. The liability related to Papa Rewards is calculated using the estimated redemption value for which the points and accumulated rewards are expected to be redeemed. Revenue is recognized when the customer redeems the Papa Dough reward and when the points or Papa Dough reward expires. Franchise Royalties and Fees Franchise royalties, which are based on a percentage of franchise restaurant sales, are recognized as sales occur. Incentives offered from time to time, including new restaurant incentives, will reduce the contractual royalty rate paid. Any royalty reductions, including waivers or those offered as part of a new restaurant development incentive or as incentive for other behaviors, including acceleration of restaurant remodels or equipment upgrades, are recognized at the same time as the related royalty, as they are not separately distinguishable from the full royalty rate. Our current standard franchise agreement requires the franchisee to pay a royalty fee of 5% of sales, and the majority of our existing franchised restaurants have a 5% contractual royalty rate in effect. Franchise royalties are billed on a monthly basis. The majority of initial franchise license fees and area development exclusivity fees are from International locations. Initial franchise license fees are billed at the restaurant opening date. The pre-opening services provided to franchisees do not contain separate and distinct performance obligations from the franchise right; thus, the fees collected will be deferred and amortized on a straight-line basis beginning at the restaurant opening date through the term of the franchise agreement, which is typically 10 years. Franchise license renewal fees for both Domestic and International locations, which generally occur every 10 years, are billed before the renewal date. Fees received for future license renewal periods are deferred and amortized over the life of the renewal period. Area development exclusivity fees are billed upon execution of the development agreements which grant the right to develop franchised restaurants in future periods in specific geographic areas. Area development exclusivity fees are allocated on a pro rata basis to all restaurants opened under that specific development agreement. These fees are deferred and amortized over the term of the related franchise agreements, which is typically 10 years. Commissary Revenues Commissary revenues are comprised of food and supplies sold to franchised restaurants and are recognized as revenue upon shipment of the related products to the franchisees. Payments are generally due within 30 days. There are various incentive programs available to franchisees related to new restaurant openings including discounts on initial commissary orders and new restaurant equipment incentives, at substantially no cost to franchisees. Commissary revenues are reduced to reflect incentives in the form of direct discounts on initial commissary orders. The new restaurant equipment incentive is also recorded as a reduction of commissary sales over the term of the incentive agreement, which is generally three Other Revenues Franchise Marketing Fund revenues represent a required established percentage of monthly restaurant sales collected by PJMF, which is our national marketing fund, and various other international and Domestic marketing funds (“Co-op” or “Co-operative” Funds) where we have determined for purposes of accounting that we have control over the significant activities of the funds. PJMF funds its operations with ongoing financial support and contributions from Domestic Papa John’s restaurants, of which approximately 85% are franchised restaurant members. Contributions are based on a percentage of monthly restaurant sales and are billed monthly. When we are determined to be the principal in these arrangements, advertising fund contributions and expenditures are reported on a gross basis in the Consolidated Statements of Operations. Our obligation related to these funds is to develop and conduct advertising activities in a specific country, region, or market, including the placement of electronic and print materials. There are no expiration dates and we do not deduct non-usage fees from outstanding gift cards. While the Company and the franchisees continue to honor all gift cards presented for payment, the likelihood of redemption may be determined to be remote for certain cards due to long periods of inactivity. In these circumstances, the Company recognizes breakage revenue for amounts not subject to unclaimed property laws. Based upon our analysis of historical gift card redemption patterns, we can reasonably estimate the amount of gift cards for which redemption is remote. Breakage revenue is recognized over time in proportion to estimated redemption patterns as Other revenues. Commissions on gift cards sold by third parties are recorded as a reduction to Deferred revenue and a reduction to Other revenues based upon estimated redemption patterns. Fees for information services, including software maintenance fees, help desk fees, centralized call center fees, and online ordering fees are recognized as revenue as such services are provided and are included in Other revenues. Rental income, primarily derived from properties leased by the Company and subleased to franchisees in the UK, is recognized on a straight-line basis over the respective operating lease terms. Advertising and Related Costs Domestic Company-owned advertising and related costs of $53.9 million, $55.2 million and $61.7 million in 2023, 2022, and 2021, respectively, include the costs of Domestic Company-owned local restaurant activities such as mail coupons, door hangers and promotional items and advertising activities administered through PJMF and various local market cooperative advertising funds. PJMF is responsible for developing and conducting marketing and advertising for the Domestic Papa John’s system. The Co-op Funds are responsible for developing and conducting advertising activities in a specific market, including the placement of electronic and print materials developed by PJMF. The marketing fund investments are included in General and administrative expenses within the accompanying Consolidated Statements of Operations and are accrued and expensed when the franchise advertising revenues are recognized, as PJMF is designed to operate at break-even. Leases Lease expense is recognized on a straight-line basis over the expected life of the lease term for operating leases, whereas lease expense follows an accelerated expense recognition for finance leases. A lease term often includes option periods, available at the inception of the lease. Lease expense is comprised of operating and finance lease costs, short-term lease costs, and variable lease costs, which primarily include common area maintenance, real estate taxes, and insurance for the Company’s real estate leases. Lease costs also include variable rent, which is primarily related to the Company’s supply chain tractor and trailer leases that are based on a rate per mile. Stock-Based Compensation Compensation expense for equity grants is estimated on the grant date, net of projected forfeitures, and is recognized over the vesting period (graded vesting over three years). We have elected a policy to estimate forfeitures in determining the amount of stock-based employee compensation expense. Restricted stock is valued based on the market price of the Company’s shares on the date of grant. Management evaluates its award grants and modifications and will adjust the fair value if any are determined to be spring-loaded. Cash Equivalents Cash equivalents consist of highly liquid investments with maturity of three months or less at date of purchase. These investments are carried at cost, which approximates fair value. Accounts Receivable Substantially all accounts receivable is due from franchisees for purchases of food, paper products, point of sale equipment, information systems and related services, marketing and royalties. Credit is extended based on an evaluation of the franchisee’s financial condition and collateral is generally not required. An allowance for credit losses is an estimate, even if remote, based upon historical account write-off trends, facts about the current financial condition of the debtor, forecasts of future operating results based upon current trends of select operating metrics and macroeconomic factors. Account balances are charged off against the allowance after recovery efforts have ceased. Notes Receivable The Company has provided financing to select Domestic and International franchisees principally for use in the construction and development of their restaurants and for the purchase of restaurants from the Company or other franchisees. Most notes receivable bear interest at fixed or floating rates and are generally secured by the assets of each restaurant and the ownership interests in the franchise. The Company has provided long-term financing to certain franchisees with royalty payment plans. We establish an allowance for credit losses for franchisee notes receivables to reduce the outstanding notes receivable to their net realizable values based on a review of each franchisee’s economic performance and market conditions after consideration of the fair value of our underlying collateral rights (e.g., underlying franchisee business, property and equipment) and any guarantees. Note balances are charged off against the allowance after recovery efforts have ceased. Interest income recorded on franchisee loans was approximately $1.1 million in 2023, $1.3 million in 2022 and $1.9 million in 2021 and is reported in Net interest expense in the accompanying Consolidated Statements of Operations. Inventories Inventories, which consist of food products, paper goods, supplies and smallwares are stated at the lower of cost, determined under the first-in, first-out (FIFO) method, or net realizable value. Property and Equipment Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets (generally five twenty five Depreciation expense was $54.3 million in 2023, $45.6 million in 2022 and $43.0 million in 2021. Deferred Costs We capitalize certain information systems development and related costs that meet established criteria. Amounts capitalized, which are included in property and equipment, are amortized principally over periods not exceeding five years upon completion of the related information systems project. Total costs capitalized were approximately $4.1 million in 2023, 2022 and 2021. The unamortized information systems development costs approximated $9.9 million and $9.6 million as of December 31, 2023 and December 25, 2022, respectively. Intangible Assets — Goodwill We evaluate goodwill annually as of the first day of the fourth quarter or whenever we identify certain triggering events or circumstances that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Such tests are completed separately with respect to the goodwill of each of our reporting units, which includes our Domestic Company-owned restaurants, United Kingdom (“PJUK”), China, and Preferred Marketing Solutions operations, which were sold on October 22, 2023. We may perform a qualitative assessment or move directly to the quantitative assessment for any reporting unit in any period if we believe that it is more efficient or if impairment indicators exist. We elected to perform a qualitative assessment for our Domestic Company-owned restaurants, PJUK, and China as of the first day of the fourth quarter of 2023; we excluded the goodwill associated with our Preferred Marketing Solutions reporting unit, as the business was sold shortly after the date of our assessment and the balance was not material to the consolidated financial statements. As a result of our qualitative analysis, we determined that it was more-likely-than-not that the fair values of our reporting units were greater than their carrying amounts. Subsequent to completing our goodwill impairment tests, no indicators of impairment were identified. See “Note 11. Goodwill” for additional information. Deferred Income Tax Accounts and Tax Reserves We are subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets and liabilities are netted by tax jurisdiction. Deferred tax assets are also recognized for the estimated future effects of tax attribute carryforwards (e.g., net operating losses, capital losses, and foreign tax credits). The effect on deferred taxes of changes in tax rates is recognized in the period in which the new tax rate is enacted. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts we expect to realize. Tax authorities periodically audit the Company. We record reserves and related interest and penalties for identified exposures as income tax expense. We evaluate these issues and adjust for events, such as statute of limitations expirations, court rulings or audit settlements, which may impact our ultimate payment for such exposures. See “Note 17. Income Taxes” for additional information. Insurance Reserves Our insurance programs for workers’ compensation, owned and non-owned automobiles, general liability and property insurance coverage provided to our employees are funded by the Company up to certain retention limits which range up to $0.5 million. Losses are accrued based upon undiscounted estimates of the liability for claims incurred and for events that have occurred but have not been reported using certain third-party actuarial projections and our claims loss experience. The determination of the recorded insurance reserves is highly judgmental and complex due to the significant uncertainty in the potential value of reported claims and the number and potential value of incurred but not reported claims, the application of significant judgment in making those estimates and the use of various actuarial valuation methods. The estimated insurance claims losses could be significantly affected should the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves recorded by the Company. The Company records estimated losses above retention within its reserve with a corresponding receivable for expected amounts due from insurance carriers. As of December 31, 2023, our insurance reserve was $56.8 million as compared to $67.3 million as of December 25, 2022 and was primarily related to auto liability and workers’ compensation claims. Of these amounts, approximately $27.2 million and $29.7 million were recorded in Accrued expenses and other current liabilities and $29.5 million and $37.6 million were recorded in Other long-term liabilities on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022, respectively. Our reserves include claim costs above our retention that have a corresponding receivable. Our insurance receivable for claims above retention totaled $34.5 million and $38.4 million as of December 31, 2023 and December 25, 2022, respectively. Of these amounts, approximately $16.8 million and $17.0 million were recorded in Prepaid expenses and other current assets, and $17.8 million and $21.4 million were recorded in Other assets on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022, respectively. Derivative Financial Instruments We recognize all derivatives on the balance sheet at fair value. At inception and on an ongoing basis, we assess whether each derivative that qualifies for hedge accounting continues to be highly effective in offsetting changes in the cash flows of the hedged item. If the derivative meets the hedge criteria as defined by certain accounting standards, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of assets, liabilities or firm commitments through earnings or recognized in Accumulated other comprehensive loss (“AOCL”) until the hedged item is recognized in earnings. Refer to “Note 12. Debt” for additional details related to derivative financial instruments. Noncontrolling Interests Papa John’s has joint venture arrangements in which there are noncontrolling interests held by third parties that included 98 restaurants at December 31, 2023 and December 25, 2022. As further described in “Note 22. Divestitures,” the Company divested its 51 percent interest in one joint venture that owned 90 restaurants in the second quarter of 2022. Consolidated net income is required to be reported separately at amounts attributable to both the Company and the noncontrolling interests held by third parties. Additionally, disclosures are required to clearly identify and distinguish between the interests of the Company and the interests of the noncontrolling owners, including a disclosure on the face of the Consolidated Statements of Operations of income attributable to the noncontrolling interest holder. The following summarizes the redemption feature, location and related accounting within the Consolidated Balance Sheets for these joint venture arrangements: Type of Joint Venture Arrangement Location within the Consolidated Balance Sheets Recorded Value Joint ventures with no redemption feature Permanent equity Carrying value Joint venture with option to require the Company to purchase the noncontrolling interest - not currently redeemable or redemption not probable Temporary equity Carrying value See “Note 9. Noncontrolling Interests” for additional information regarding noncontrolling interests. Foreign Currency Translation The local currency is the functional currency for each of our foreign subsidiaries. Revenues and expenses are translated into United States (“U.S.”) dollars using monthly average exchange rates, while assets and liabilities are translated using year-end exchange rates. The resulting translation adjustments are included as a component of AOCL, net of income taxes. Foreign currency remeasurement gains and losses are included in determining net income. Recent Accounting Pronouncements Segment Disclosures In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, “ Improvements to Reportable Segment Disclosure s.” The ASU expands the scope and frequency of segment disclosures and introduces the concept of a “significant expense principle,” which requires entities to disclose significant expense categories and amounts that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure of a segment’s profit or loss. The ASU also changes current disclosure requirements by allowing entities to report multiple measures of a segment’s profit or loss, provided the reported measures are used by the CODM to assess performance and allocate resources and that the measure closest to GAAP is also provided. Finally, the ASU requires all segment profit or loss and assets disclosures to be provided on both an annual and interim basis and requires entities to disclose the title and position of the individual identified as the CODM. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and shall be applied retrospectively to all periods presented in the financial statements. The Company is currently evaluating the standard and determining the extent of additional interim and annual segment disclosures that will be required. Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU provides for additional levels of details within the required rate reconciliation table to include additional categories of information about federal, state, and foreign income taxes and requires entities to further disaggregate information about income taxes paid, net of refunds. The ASU is effective for fiscal years beginning after December 15, 2024 and shall be applied prospectively. The Company is currently evaluating the standard and determining the extent of additional disclosures that will be required. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 3. Leases The Company has significant leases that include most Domestic Company-owned restaurant and commissary locations as well as our corporate office located in Atlanta, Georgia. Other Domestic leases include tractor and trailer leases used by our distribution subsidiary as well as commissary equipment. Additionally, the Company leases a significant number of restaurants within the United Kingdom (“UK”); these restaurants are then operated as Company-owned restaurants or subleased to franchisees. The Company’s leases have terms as follows: Average lease term Domestic Company-owned restaurants Five years, plus at least one renewal UK Company-owned and franchise-owned restaurants 15 years Domestic commissary locations 10 years, plus at least one renewal Domestic and International tractors and trailers Five Domestic and International commissary and office equipment Three The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use asset and a lease liability at the lease commencement date. For all of its leases in which it is a lessee, the Company has elected to include both the lease and non-lease components as a single component and account for it as a lease. Leases with an initial term of 12 months or less but greater than one month are not recorded on the balance sheet for select asset classes. The lease liability is measured at the present value of future lease payments as of the lease commencement date. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease incentives. An operating lease right-of-use asset is amortized on a straight-line basis over the lease term and is recognized as a single lease cost against the operating lease liability. A finance lease right-of-use asset is amortized on a straight-line basis, with interest costs reported separately, over the lesser of the useful life of the leased asset or lease term. Operating lease expense is recognized on a straight-line basis over the lease term and is included in Operating costs or General and administrative expenses. Variable lease payments are expensed as incurred. The Company uses its incremental borrowing rates as the discount rate for its leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by Company options to extend the leases that the Company is reasonably certain to exercise. Certain leases provide that the lease payments may be increased annually based on the fixed rate terms or adjustable terms such as the Consumer Price Index. Future base rent escalations that are not contractually quantifiable as of the lease commencement date are not included in our lease liability. The following schedule details the total right-of-use assets and lease liabilities on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022 (in thousands): Leases Classification December 31, December 25, Assets Finance lease assets, net Finance lease right-of-use assets, net $ 31,740 $ 24,941 Operating lease assets, net Operating lease right-of-use assets 164,158 172,425 Total lease assets $ 195,898 $ 197,366 Liabilities Current finance lease liabilities Current finance lease liabilities $ 9,029 $ 6,850 Current operating lease liabilities Current operating lease liabilities 24,076 23,418 Noncurrent finance lease liabilities Long-term finance lease liabilities 24,144 19,022 Noncurrent operating lease liabilities Long-term operating lease liabilities 151,050 160,905 Total lease liabilities $ 208,299 $ 210,195 Lease costs for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 were as follows: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Finance lease: Amortization of right-of-use assets $ 8,949 $ 5,704 $ 4,980 Interest on lease liabilities 1,542 1,029 1,140 Operating lease: Operating lease cost 41,514 42,815 43,072 Short-term lease cost 4,239 4,171 2,032 Variable lease cost 10,005 9,129 8,572 Total lease costs 66,249 62,848 59,796 Sublease income (9,842) (11,654) (12,039) Total lease costs, net of sublease income $ 56,407 $ 51,194 $ 47,757 Future minimum lease payments under contractually-obligated leases and associated sublease income as of December 31, 2023 were as follows (in thousands): Fiscal Year Finance Operating Expected 2024 $ 10,266 $ 31,274 $ 8,318 2025 8,616 35,153 7,949 2026 7,588 31,254 7,229 2027 5,550 25,418 6,565 2028 2,610 19,903 5,990 Thereafter 1,970 78,136 27,945 Total future minimum lease payments 36,600 221,138 63,996 Less imputed interest (3,427) (46,012) — Total present value of lease liabilities $ 33,173 $ 175,126 $ 63,996 Lessor Operating Leases The Company subleases certain retail space to our franchisees in the UK which are primarily operating leases. At December 31, 2023, we leased and subleased approximately 322 Papa John’s restaurants to franchisees in the UK. The initial lease terms on the franchised sites in the UK are generally 15 years. The Company has the option to negotiate an extension toward the end of the lease term at the landlord’s discretion. The initial lease terms of the franchisee subleases are generally five Lease Guarantees As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain restaurants, we are contingently liable for payment of approximately 48 Domestic leases. These leases have varying terms, the latest of which expires in 2036. As of December 31, 2023, the estimated maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was $7.3 million. This contingent liability is not included in the Consolidated Balance Sheets or future minimum lease obligation. The fair value of the guarantee is not material. There were no leases recorded between related parties. Supplemental Cash Flow & Other Information The following table presents supplemental cash flow information related to leases for the years ended December 31, 2023, December 25, 2022 and December 26, 2021: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 1,542 $ 1,029 $ 1,140 Financing cash flows from finance leases $ 8,821 $ 5,416 $ 4,566 Operating cash flows from operating leases (a) $ 37,814 $ 35,573 $ 38,530 Right-of-use assets obtained in exchange for new finance lease liabilities $ 16,734 $ 9,875 $ 9,486 Right-of-use assets obtained in exchange for new operating lease liabilities $ 24,380 $ 53,869 $ 64,420 Cash received from sublease income $ 8,855 $ 10,847 $ 11,597 Weighted-average remaining lease term (in years): Finance leases 4.30 4.43 4.51 Operating leases 7.81 8.44 8.30 Weighted-average discount rate: Finance leases 4.87% 4.59% 5.08% Operating leases 5.62% 5.63% 6.20% ______________________________ (a) Included within the change in Other assets and liabilities within the Consolidated Statements of Cash Flows offset by non-cash operating lease right-of-use asset amortization and lease liability accretion. |
Leases | 3. Leases The Company has significant leases that include most Domestic Company-owned restaurant and commissary locations as well as our corporate office located in Atlanta, Georgia. Other Domestic leases include tractor and trailer leases used by our distribution subsidiary as well as commissary equipment. Additionally, the Company leases a significant number of restaurants within the United Kingdom (“UK”); these restaurants are then operated as Company-owned restaurants or subleased to franchisees. The Company’s leases have terms as follows: Average lease term Domestic Company-owned restaurants Five years, plus at least one renewal UK Company-owned and franchise-owned restaurants 15 years Domestic commissary locations 10 years, plus at least one renewal Domestic and International tractors and trailers Five Domestic and International commissary and office equipment Three The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use asset and a lease liability at the lease commencement date. For all of its leases in which it is a lessee, the Company has elected to include both the lease and non-lease components as a single component and account for it as a lease. Leases with an initial term of 12 months or less but greater than one month are not recorded on the balance sheet for select asset classes. The lease liability is measured at the present value of future lease payments as of the lease commencement date. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease incentives. An operating lease right-of-use asset is amortized on a straight-line basis over the lease term and is recognized as a single lease cost against the operating lease liability. A finance lease right-of-use asset is amortized on a straight-line basis, with interest costs reported separately, over the lesser of the useful life of the leased asset or lease term. Operating lease expense is recognized on a straight-line basis over the lease term and is included in Operating costs or General and administrative expenses. Variable lease payments are expensed as incurred. The Company uses its incremental borrowing rates as the discount rate for its leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by Company options to extend the leases that the Company is reasonably certain to exercise. Certain leases provide that the lease payments may be increased annually based on the fixed rate terms or adjustable terms such as the Consumer Price Index. Future base rent escalations that are not contractually quantifiable as of the lease commencement date are not included in our lease liability. The following schedule details the total right-of-use assets and lease liabilities on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022 (in thousands): Leases Classification December 31, December 25, Assets Finance lease assets, net Finance lease right-of-use assets, net $ 31,740 $ 24,941 Operating lease assets, net Operating lease right-of-use assets 164,158 172,425 Total lease assets $ 195,898 $ 197,366 Liabilities Current finance lease liabilities Current finance lease liabilities $ 9,029 $ 6,850 Current operating lease liabilities Current operating lease liabilities 24,076 23,418 Noncurrent finance lease liabilities Long-term finance lease liabilities 24,144 19,022 Noncurrent operating lease liabilities Long-term operating lease liabilities 151,050 160,905 Total lease liabilities $ 208,299 $ 210,195 Lease costs for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 were as follows: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Finance lease: Amortization of right-of-use assets $ 8,949 $ 5,704 $ 4,980 Interest on lease liabilities 1,542 1,029 1,140 Operating lease: Operating lease cost 41,514 42,815 43,072 Short-term lease cost 4,239 4,171 2,032 Variable lease cost 10,005 9,129 8,572 Total lease costs 66,249 62,848 59,796 Sublease income (9,842) (11,654) (12,039) Total lease costs, net of sublease income $ 56,407 $ 51,194 $ 47,757 Future minimum lease payments under contractually-obligated leases and associated sublease income as of December 31, 2023 were as follows (in thousands): Fiscal Year Finance Operating Expected 2024 $ 10,266 $ 31,274 $ 8,318 2025 8,616 35,153 7,949 2026 7,588 31,254 7,229 2027 5,550 25,418 6,565 2028 2,610 19,903 5,990 Thereafter 1,970 78,136 27,945 Total future minimum lease payments 36,600 221,138 63,996 Less imputed interest (3,427) (46,012) — Total present value of lease liabilities $ 33,173 $ 175,126 $ 63,996 Lessor Operating Leases The Company subleases certain retail space to our franchisees in the UK which are primarily operating leases. At December 31, 2023, we leased and subleased approximately 322 Papa John’s restaurants to franchisees in the UK. The initial lease terms on the franchised sites in the UK are generally 15 years. The Company has the option to negotiate an extension toward the end of the lease term at the landlord’s discretion. The initial lease terms of the franchisee subleases are generally five Lease Guarantees As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain restaurants, we are contingently liable for payment of approximately 48 Domestic leases. These leases have varying terms, the latest of which expires in 2036. As of December 31, 2023, the estimated maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was $7.3 million. This contingent liability is not included in the Consolidated Balance Sheets or future minimum lease obligation. The fair value of the guarantee is not material. There were no leases recorded between related parties. Supplemental Cash Flow & Other Information The following table presents supplemental cash flow information related to leases for the years ended December 31, 2023, December 25, 2022 and December 26, 2021: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 1,542 $ 1,029 $ 1,140 Financing cash flows from finance leases $ 8,821 $ 5,416 $ 4,566 Operating cash flows from operating leases (a) $ 37,814 $ 35,573 $ 38,530 Right-of-use assets obtained in exchange for new finance lease liabilities $ 16,734 $ 9,875 $ 9,486 Right-of-use assets obtained in exchange for new operating lease liabilities $ 24,380 $ 53,869 $ 64,420 Cash received from sublease income $ 8,855 $ 10,847 $ 11,597 Weighted-average remaining lease term (in years): Finance leases 4.30 4.43 4.51 Operating leases 7.81 8.44 8.30 Weighted-average discount rate: Finance leases 4.87% 4.59% 5.08% Operating leases 5.62% 5.63% 6.20% ______________________________ (a) Included within the change in Other assets and liabilities within the Consolidated Statements of Cash Flows offset by non-cash operating lease right-of-use asset amortization and lease liability accretion. |
Leases | 3. Leases The Company has significant leases that include most Domestic Company-owned restaurant and commissary locations as well as our corporate office located in Atlanta, Georgia. Other Domestic leases include tractor and trailer leases used by our distribution subsidiary as well as commissary equipment. Additionally, the Company leases a significant number of restaurants within the United Kingdom (“UK”); these restaurants are then operated as Company-owned restaurants or subleased to franchisees. The Company’s leases have terms as follows: Average lease term Domestic Company-owned restaurants Five years, plus at least one renewal UK Company-owned and franchise-owned restaurants 15 years Domestic commissary locations 10 years, plus at least one renewal Domestic and International tractors and trailers Five Domestic and International commissary and office equipment Three The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use asset and a lease liability at the lease commencement date. For all of its leases in which it is a lessee, the Company has elected to include both the lease and non-lease components as a single component and account for it as a lease. Leases with an initial term of 12 months or less but greater than one month are not recorded on the balance sheet for select asset classes. The lease liability is measured at the present value of future lease payments as of the lease commencement date. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease incentives. An operating lease right-of-use asset is amortized on a straight-line basis over the lease term and is recognized as a single lease cost against the operating lease liability. A finance lease right-of-use asset is amortized on a straight-line basis, with interest costs reported separately, over the lesser of the useful life of the leased asset or lease term. Operating lease expense is recognized on a straight-line basis over the lease term and is included in Operating costs or General and administrative expenses. Variable lease payments are expensed as incurred. The Company uses its incremental borrowing rates as the discount rate for its leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by Company options to extend the leases that the Company is reasonably certain to exercise. Certain leases provide that the lease payments may be increased annually based on the fixed rate terms or adjustable terms such as the Consumer Price Index. Future base rent escalations that are not contractually quantifiable as of the lease commencement date are not included in our lease liability. The following schedule details the total right-of-use assets and lease liabilities on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022 (in thousands): Leases Classification December 31, December 25, Assets Finance lease assets, net Finance lease right-of-use assets, net $ 31,740 $ 24,941 Operating lease assets, net Operating lease right-of-use assets 164,158 172,425 Total lease assets $ 195,898 $ 197,366 Liabilities Current finance lease liabilities Current finance lease liabilities $ 9,029 $ 6,850 Current operating lease liabilities Current operating lease liabilities 24,076 23,418 Noncurrent finance lease liabilities Long-term finance lease liabilities 24,144 19,022 Noncurrent operating lease liabilities Long-term operating lease liabilities 151,050 160,905 Total lease liabilities $ 208,299 $ 210,195 Lease costs for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 were as follows: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Finance lease: Amortization of right-of-use assets $ 8,949 $ 5,704 $ 4,980 Interest on lease liabilities 1,542 1,029 1,140 Operating lease: Operating lease cost 41,514 42,815 43,072 Short-term lease cost 4,239 4,171 2,032 Variable lease cost 10,005 9,129 8,572 Total lease costs 66,249 62,848 59,796 Sublease income (9,842) (11,654) (12,039) Total lease costs, net of sublease income $ 56,407 $ 51,194 $ 47,757 Future minimum lease payments under contractually-obligated leases and associated sublease income as of December 31, 2023 were as follows (in thousands): Fiscal Year Finance Operating Expected 2024 $ 10,266 $ 31,274 $ 8,318 2025 8,616 35,153 7,949 2026 7,588 31,254 7,229 2027 5,550 25,418 6,565 2028 2,610 19,903 5,990 Thereafter 1,970 78,136 27,945 Total future minimum lease payments 36,600 221,138 63,996 Less imputed interest (3,427) (46,012) — Total present value of lease liabilities $ 33,173 $ 175,126 $ 63,996 Lessor Operating Leases The Company subleases certain retail space to our franchisees in the UK which are primarily operating leases. At December 31, 2023, we leased and subleased approximately 322 Papa John’s restaurants to franchisees in the UK. The initial lease terms on the franchised sites in the UK are generally 15 years. The Company has the option to negotiate an extension toward the end of the lease term at the landlord’s discretion. The initial lease terms of the franchisee subleases are generally five Lease Guarantees As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain restaurants, we are contingently liable for payment of approximately 48 Domestic leases. These leases have varying terms, the latest of which expires in 2036. As of December 31, 2023, the estimated maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was $7.3 million. This contingent liability is not included in the Consolidated Balance Sheets or future minimum lease obligation. The fair value of the guarantee is not material. There were no leases recorded between related parties. Supplemental Cash Flow & Other Information The following table presents supplemental cash flow information related to leases for the years ended December 31, 2023, December 25, 2022 and December 26, 2021: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 1,542 $ 1,029 $ 1,140 Financing cash flows from finance leases $ 8,821 $ 5,416 $ 4,566 Operating cash flows from operating leases (a) $ 37,814 $ 35,573 $ 38,530 Right-of-use assets obtained in exchange for new finance lease liabilities $ 16,734 $ 9,875 $ 9,486 Right-of-use assets obtained in exchange for new operating lease liabilities $ 24,380 $ 53,869 $ 64,420 Cash received from sublease income $ 8,855 $ 10,847 $ 11,597 Weighted-average remaining lease term (in years): Finance leases 4.30 4.43 4.51 Operating leases 7.81 8.44 8.30 Weighted-average discount rate: Finance leases 4.87% 4.59% 5.08% Operating leases 5.62% 5.63% 6.20% ______________________________ (a) Included within the change in Other assets and liabilities within the Consolidated Statements of Cash Flows offset by non-cash operating lease right-of-use asset amortization and lease liability accretion. |
Papa John's Marketing Fund, Inc
Papa John's Marketing Fund, Inc. | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Papa John's Marketing Fund, Inc. | 4. Papa John’s Marketing Fund, Inc. PJMF, which is a consolidated variable interest entity where the Company has been identified as the primary beneficiary, collects a percentage of revenues from Company-owned and franchised restaurants in the United States, for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants. Contributions and expenditures are reported on a gross basis in the Consolidated Statements of Operations within Other revenues and Other expenses. PJMF also has a wholly-owned subsidiary, Papa Card, Inc., which administers the Company’s gift card programs. Assets and liabilities of PJMF, which are utilized solely for the Company’s advertising and promotional programs, were as follows in the Consolidated Balance Sheets (in thousands): December 31, December 25, Assets Current assets: Cash and cash equivalents $ 5,494 $ 17,174 Accounts receivable, net 18,026 14,780 Prepaid expenses and other current assets 2,223 1,815 Total current assets 25,743 33,769 Deferred income taxes 674 655 Total assets $ 26,417 $ 34,424 Liabilities Current liabilities: Accounts payable $ 1,509 $ 12,428 Accrued expenses and other current liabilities 22,245 17,936 Current deferred revenue 4,327 4,395 Total current liabilities 28,081 34,759 Deferred revenue 2,627 2,503 Total liabilities $ 30,708 $ 37,262 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 5. Revenue Recognition Contract Balances Our contract liabilities primarily relate to franchise fees, unredeemed gift card liabilities, and loyalty program obligations, which we classify within Current deferred revenue and Deferred revenue on the Consolidated Balance Sheets. During the years ended December 31, 2023 and December 25, 2022, the Company recognized $34.5 million and $33.4 million in revenue, respectively, related to deferred revenue. The following table includes a breakout of contract liability balances (in thousands): December 31, 2023 December 25, 2022 Change Franchise fee liabilities $ 20,564 $ 23,836 $ (3,272) Unredeemed gift card liabilities 6,955 6,874 81 Customer loyalty program obligations 13,274 13,766 (492) Total contract liabilities $ 40,793 $ 44,476 $ (3,683) Our contract assets consist primarily of equipment incentives provided to franchisees. Equipment incentives are related to the future value of commissary revenue the Company will receive over the term of the incentive agreement. As of December 31, 2023 and December 25, 2022, the contract assets were approximately $7.9 million and $6.2 million, respectively. For the years ended December 31, 2023 and December 25, 2022, revenue was reduced approximately $3.9 million and $3.4 million, respectively, for the amortization of contract assets over the applicable contract terms. Contract assets are included in Prepaid expenses and other current assets and Other assets on the Consolidated Balance Sheets. Transaction Price Allocated to the Remaining Performance Obligations The following table (in thousands) includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the reporting period. Performance Obligations by Period Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter Total Franchise fees $ 2,746 $ 2,628 $ 2,463 $ 2,254 $ 2,004 $ 5,305 $ 17,400 Approximately $3.2 million of area development fees related to unopened restaurants and International unearned royalties are included in Deferred revenue. Timing of revenue recognition is dependent upon the timing of restaurant openings and franchisees’ revenues. Unredeemed gift card liabilities, which are included in Deferred revenue, will be recognized in Company-owned restaurant revenues when gift cards are redeemed. The Company will recognize redemption fee revenue in Other revenues when cards are redeemed at franchised restaurant locations. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | 6. Stockholders’ Deficit Shares Authorized and Outstanding The Company has authorized 100.0 million shares of common stock as of December 31, 2023 and December 25, 2022, respectively. The Company’s outstanding shares of common stock, net of repurchased common stock held as treasury stock, were 32.5 million shares at December 31, 2023 and 34.7 million shares at December 25, 2022. Share Repurchase Program On October 28, 2021, our Board of Directors approved a share repurchase program with an indefinite duration for up to $425.0 million of the Company’s common stock. This share repurchase program operated alongside our previous $75.0 million share repurchase authorization, which began on November 4, 2020 and expired on December 26, 2021. The following table summarizes our repurchase activity for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively: (In thousands, except average price per share) Year Ended Total Average Aggregate Cost of Shares Purchased (a) Maximum Dollar December 31, 2023 2,523 $ 83.10 $ 209,640 $ 90,160 December 25, 2022 1,343 $ 93.07 $ 125,000 $ 299,800 December 26, 2021 594 $ 121.96 $ 72,499 $ 424,800 (a) Aggregate cost of shares purchased for year ended December 31, 2023 excludes $2.8 million of transaction costs directly attributable to share repurchases, including a 1% excise tax incurred under the Inflation Reduction Act of 2022. Of these costs, $2.1 million were classified as non-cash financing activities for the year ended December 31, 2023. We did not repurchase any shares subsequent to December 31, 2023. Approximately $90.2 million remained available under the Company’s share repurchase program as of February 22, 2024. The shares repurchased during the year ended December 31, 2023 included 2,176,928 shares repurchased on March 1, 2023 from certain funds affiliated with, or managed by, Starboard Value LP (collectively, “Starboard”), at a price of $82.52 per share, for aggregate consideration of $179.6 million. Refer to “Note 18. Related Party Transactions” for additional details. The timing and volume of share repurchases under the Company’s share repurchase programs may be executed at the discretion of management on an opportunistic basis, subject to market and business conditions, regulatory requirements and other factors, or pursuant to trading plans or other arrangements. Repurchases under the programs may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, at times and in such amounts as management deems appropriate. Repurchases under the Company’s share repurchase programs may be commenced or suspended from time to time at the Company’s discretion without prior notice. Funding for the share repurchase programs will be provided through our credit facility, operating cash flow, stock option exercises and cash and cash equivalents. Dividends on Common Stock The Company paid aggregate cash dividends of approximately $58.5 million ($1.76 per share), $54.8 million ($1.54 per share) and $40.4 million ($1.15 per share) to common stockholders for the years 2023, 2022 and 2021, respectively. On January 30, 2024, our Board of Directors declared a first quarter 2024 dividend of $0.46 per common share, representing a $15.1 million aggregate dividend that was paid on February 23, 2024 to stockholders of record as of the close of business on February 12, 2024. The declaration and payment of any future dividends will be at the discretion of our Board of Directors. Preferred Stock The Company has authorized 5.0 million shares of preferred stock (of which none were issued or outstanding at December 31, 2023 or December 25, 2022, respectively). On May 11, 2021, the Company entered into a Share Repurchase Agreement with certain funds affiliated with, or managed by, Starboard Value LP (collectively, “Starboard”), pursuant to which (i) the Company repurchased from Starboard 78,387 shares of the Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”) and (ii) Starboard converted the remaining 171,613 shares of Series B Preferred Stock that it owned into 3,458,360 shares of the Company’s common stock pursuant to the terms of the Certificate of Designation of the Series B Preferred Stock. On June 3, 2021, the Company entered into agreements with certain franchisee investors to repurchase 1,000 shares of the outstanding Series B Preferred Stock and convert the remaining 1,530 shares of Series B Preferred Stock into 30,769 shares of common stock. The Company paid Starboard and the franchisee investors aggregate one-time cash payments of $188.6 million for the repurchase and conversion of all of the outstanding shares of Series B Preferred Stock. The excess of the cash payment over the carrying value of the respective Series B Preferred Stock redeemed resulted in $109.9 million of dividends on redemption of Series B Preferred Stock in the Consolidated Statements of Operations, which reduced net income attributable to common stockholders and also reduced diluted earnings per share by $3.10 for the year ended December 26, 2021. As a result of the repurchase and conversion, there were no shares of Series B Preferred Stock issued or outstanding at December 31, 2023 or December 25, 2022. Dividends on Series B Preferred Stock The Company paid common stock “pass-through” dividends on an as-converted basis to Series B Preferred Stockholders of $1.1 million and preferred dividends on the Series B Preferred Stock of $3.0 million in 2021. The Company also paid $1.5 million of common stock deemed dividend distributions in connection with the repurchase and conversion of the Series B Preferred Stock in 2021. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 7. Earnings per Share We compute earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. Time-based restricted stock awards are participating securities because holders of such shares have non-forfeitable dividend rights and participate in undistributed earnings with common stock. Under the two-class method, total dividends provided to the holders of participating securities and undistributed earnings allocated to participating securities, are subtracted from net income attributable to the Company in determining net income attributable to common shareholders. Basic earnings per common share are computed by dividing net income attributable to common shareholders by the weighted-average common shares outstanding. Diluted earnings per common share are computed by dividing the net income attributable to common shareholders by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding consist of basic weighted average common shares outstanding plus weighted average awards outstanding under our equity compensation plans, which are dilutive securities. The calculations of basic earnings per common share and diluted earnings per common share for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 are as follows (in thousands, except per share data): 2023 2022 2021 Basic earnings per common share Net income attributable to the Company $ 82,098 $ 67,772 $ 120,016 Dividends on redemption of Series B Convertible Preferred Stock — — (109,852) Dividends paid to participating securities — (306) (6,091) Net income attributable to participating securities — (104) — Net income attributable to common shareholders $ 82,098 $ 67,362 $ 4,073 Basic weighted average common shares outstanding 32,931 35,497 35,007 Basic earnings per common share $ 2.49 $ 1.90 $ 0.12 Diluted earnings per common share Net income attributable to common shareholders $ 82,098 $ 67,362 $ 4,073 Weighted average common shares outstanding 32,931 35,497 35,007 Dilutive effect of outstanding equity awards (a) 228 220 330 Diluted weighted average common shares outstanding 33,159 35,717 35,337 Diluted earnings per common share $ 2.48 $ 1.89 $ 0.12 ______________________________ (a) Excludes 194,846 shares underlying equity awards for the year ended December 31, 2023, as the effect of including such awards would have been anti-dilutive, and none in 2022 or 2021. See “Note 20. Equity Compensation” for additional information regarding our equity awards, including restricted stock. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | 8. Fair Value Measurements and Disclosures The Company determines the fair value of financial assets and liabilities based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. Certain assets and liabilities are measured at fair value on a recurring basis and are required to be classified and disclosed in one of the following three categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs that are not corroborated by market data. Fair value is a market-based measurement, not an entity specific measurement. Considerable judgment is required to interpret market data to estimate fair value; accordingly, the fair values presented do not necessarily indicate what the Company or its debtholders could realize in a current market exchange. Our financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and December 25, 2022 are as follows: Carrying Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 December 31, 2023 Financial assets: Cash surrender value of life insurance policies (a) $ 29,449 $ 29,449 $ — $ — Interest rate swaps (b) $ 107 $ — $ 107 $ — Financial liabilities: Interest rate swaps (b) $ 483 $ — $ 483 $ — December 25, 2022 Financial assets: Cash surrender value of life insurance policies (a) $ 30,120 $ 30,120 $ — $ — Interest rate swaps (b) $ 986 $ — $ 986 $ — ______________________________ (a) Represents life insurance policies held in our non-qualified deferred compensation plan. See “Note 21. Employee Benefit Plans” for additional information. (b) The fair value of our interest rate swaps is based on the sum of all future net present value cash flows. The future cash flows are derived based on the terms of our interest rate swaps, as well as considering published discount factors, and projected Secured Overnight Financing Rates (“SOFR”). Interest rate swaps entered into prior to 2023 were based on LIBOR. There were no transfers among levels within the fair value hierarchy during fiscal 2023 or 2022. The fair value of certain assets and liabilities approximates carrying value because of the short-term nature of the accounts, including cash and cash equivalents, accounts receivable, net of allowances, and accounts payable. The carrying value of notes receivable, net of allowances, also approximates fair value. The Company’s revolving credit facilities under the Company’s credit agreement approximate carrying value due to their variable market-based interest rate. The Company’s 3.875% senior notes are classified as a Level 2 fair value measurement since the Company estimates the fair value by using recent trading transactions, and have the following estimated fair values and carrying values (excluding the impact of unamortized debt issuance costs) as of December 31, 2023 and December 25, 2022: December 31, 2023 December 25, 2022 (in thousands) Carrying Fair Carrying Fair 3.875% Senior Notes $ 400,000 $ 352,500 $ 400,000 $ 339,500 |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 9. Noncontrolling Interests As of December 31, 2023 and December 25, 2022 the Company had three joint venture arrangements comprising 98 restaurants. As further described in “Note 22. Divestitures,” the Company divested its 51 percent interest in one joint venture that owned 90 restaurants in the second quarter of 2022. Net income attributable to these joint ventures for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 was as follows (in thousands): 2023 2022 2021 Papa John’s International, Inc. $ 1,672 $ 3,136 $ 8,457 Redeemable noncontrolling interests 198 574 2,609 Nonredeemable noncontrolling interests 503 1,003 2,330 Total net income $ 2,373 $ 4,713 $ 13,396 The following summarizes changes in our redeemable noncontrolling interests in 2023 and 2022 (in thousands): Balance at December 26, 2021 $ 5,498 Net income 574 Distributions (4,855) Balance at December 25, 2022 $ 1,217 Net income 198 Distributions (564) Balance at December 31, 2023 $ 851 |
Allowance For Credit Losses
Allowance For Credit Losses | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | 10. Allowance for Credit Losses Estimates of expected credit losses, even if remote, are based upon historical account write-off trends, facts about the current financial condition of the debtor, forecasts of future operating results based upon current trends of select operating metrics, and macroeconomic factors. Credit quality is monitored through the timing of payments compared to the prescribed payment terms and known facts regarding the financial condition of the franchisee or customer. Account and note balances are charged off against the allowance after recovery efforts have ceased. The following table summarizes changes in our allowances for credit losses for accounts receivable and notes receivable: (In thousands) Accounts Receivable Notes Receivable Balance at December 26, 2021 $ 2,364 $ 1,500 Current period provision for expected credit losses, net (a) 6,474 14,066 Write-offs charged against the allowance (2,120) (1,067) Balance at December 25, 2022 $ 6,718 $ 14,499 Current period provision for expected credit losses, net (b) 3,609 1,784 Write-offs charged against the allowance (1,974) (191) Balance at December 31, 2023 $ 8,353 $ 16,092 ______________________________ (a) The Company recorded $14.6 million of one-time, non-cash reserves in the first quarter of 2022 for certain accounts receivable and notes receivable primarily associated with a master franchisee with operations principally in Russia. The Company recorded $3.7 million of one-time, non-cash reserves in the second half of 2022 for certain accounts receivable and notes receivable primarily associated with the termination of significant franchisees in the UK. (b) During the fourth quarter of 2023, the Company recorded $1.7 million of reserves for certain accounts receivable and notes receivable associated with the termination of a specific franchisee in the UK and $0.9 million of reserves for certain accounts receivable related to the conflict in the Middle East. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 11. Goodwill The following summarizes changes in the Company’s goodwill, by reportable segment (in thousands): Domestic Company- International All Others Total Balance at December 26, 2021 $ 64,254 $ 15,942 $ 436 $ 80,632 Acquisitions (a) 1,161 — — 1,161 Divestitures (b) (9,908) — — (9,908) Foreign currency adjustments — (1,269) — (1,269) Balance at December 25, 2022 $ 55,507 $ 14,673 $ 436 $ 70,616 Acquisitions (a) 1,102 4,274 — 5,376 Divestitures (b) — — (436) (436) Foreign currency adjustments — 650 — 650 Balance at December 31, 2023 $ 56,609 $ 19,597 $ — $ 76,206 ______________________________ (a) Goodwill from acquisitions for the year 2023 includes $4.3 million from the UK franchisee acquisitions as well as $1.1 million related to the Domestic restaurant acquisitions. See “Note 24. Acquisitions” for further information. Goodwill from acquisitions for the year 2022 include $1.2 million in 2022, due to acquisitions of two restaurants. (b) During the year ended December 31, 2023, the Company disposed of $0.4 million of goodwill in connection with the sale of our Preferred Marketing Solutions business. In conjunction with the refranchising of our 51.0% ownership interest in a 90-restaurant consolidated joint venture in Texas during the year ended December 25, 2022, goodwill was allocated to the disposal group based on relative fair value within the Domestic Company-owned restaurants reporting group. See “Note 22. Divestitures” for further information. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt Long-term debt, net consists of the following (in thousands): December 31, December 25, Senior notes $ 400,000 $ 400,000 Revolving facilities 364,000 205,000 Outstanding debt 764,000 605,000 Unamortized debt issuance costs (6,578) (7,931) Total long-term debt, net $ 757,422 $ 597,069 Senior Notes On September 14, 2021, the Company issued $400.0 million of 3.875% senior notes (the “Notes”) which will mature on September 15, 2029. The Notes are guaranteed by each of the Company’s existing and future Domestic restricted subsidiaries that are guarantors or borrowers under the Credit Agreement (as defined below) or other certain indebtedness. The Notes were offered and sold either to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to persons outside the United States under Regulation S of the Securities Act. Interest on the Notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year at a fixed interest rate of 3.875% per annum. In connection with the Notes, the Company recorded $7.1 million of debt issuance costs, which are being amortized into Net interest expense over the term of the Notes. The net proceeds from the Notes, together with borrowings under the Credit Agreement (as defined below), were used to repay outstanding revolver and term loan borrowings under the Company’s Previous Credit Agreement (as defined below). The Company may redeem the Notes, in whole or in part, at any time on or after September 15, 2024 at established redemption prices ranging from 97 to 194 basis points depending on when the Notes are redeemed. At any time prior to September 15, 2024, the Company may also redeem up to 40% of the Notes with net cash proceeds of certain equity offerings at a redemption price equal to 103.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, excluding the redemption date. In addition, at any time prior to September 15, 2024, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and an applicable “make-whole” premium. The Notes also contain customary redemption provisions related to asset sales and certain change of control transactions. The Indenture governing the Notes contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Notes and certain provisions related to bankruptcy events. The Indenture also contains customary negative covenants. Credit Agreement Concurrently with the issuance of the Notes, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) replacing the previous credit agreement (“Previous Credit Agreement”). The Credit Agreement provides for a senior secured revolving credit facility in an aggregate available principal amount of $600.0 million (the “PJI Revolving Facility”), of which up to $40.0 million is available as swingline loans and up to $80.0 million is available as letters of credit. The PJI Revolving Facility will mature on September 14, 2026. The Credit Agreement was amended on May 30, 2023 to update the borrowing benchmark from LIBOR to SOFR with a fixed credit spread adjustment of 0.10%. In connection with the Credit Agreement, the Company recorded $2.1 million of debt issuance costs during the year ended December 26, 2021, which are being amortized into Net interest expense over the term of the Credit Agreement. The remaining availability under the PJI Revolving Facility was $236.0 million as of December 31, 2023. Up to $50.0 million of the PJI Revolving Facility may be advanced in certain agreed foreign currencies, including Euros, Pounds Sterling, Canadian Dollars, Japanese Yen, and Mexican Pesos. Additionally, the Credit Agreement includes an accordion feature allowing for a future increase of the PJI Revolving Facility and/or incremental term loans in an aggregate amount of up to $500.0 million, subject to certain conditions, including obtaining commitments from one or more new or existing lenders to provide such increased amounts and ongoing compliance with financial covenants. Loans under the PJI Revolving Facility accrue interest at a per annum rate equal to, at the Company’s election, either a SOFR rate plus a margin ranging from 1.25% to 2.00% or a base rate (generally determined according to the greater of a prime rate, federal funds rate plus 0.50%, or a SOFR rate plus 1.00%) plus a margin ranging from 0.25% to 1.00%. In each case, the actual margin is determined according to a ratio of the Company’s total indebtedness to an earnings calculation, Consolidated EBITDA (as defined in the Credit Agreement), for the then most recently ended four quarter period (the “Leverage Ratio”). An unused commitment fee ranging from 18 to 30 basis points per annum, determined according to the Leverage Ratio, applies to the underutilized commitments under the PJI Revolving Facility. Loans outstanding under the PJI Revolving Facility may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings for which a SOFR rate election is in effect. The Credit Agreement contains customary affirmative and negative covenants that, among other things, require customary reporting obligations, and restrict, subject to certain exceptions, the incurrence of additional indebtedness and liens, the consummation of certain mergers, consolidations, sales of assets and similar transactions, the making of investments, equity distributions and other restricted payments, and transactions with affiliates. The Company is subject to the following financial covenants: (1) a maximum Leverage Ratio of 5.25 to 1.00, subject to the Company’s election to increase the maximum Leverage Ratio by 0.50 to 1.00 in connection with material acquisitions if the Company satisfies certain requirements, and (2) a minimum interest coverage ratio defined as Consolidated EBITDA (as defined in the Credit Agreement) plus consolidated rental expense to consolidated interest expense plus consolidated rental expense of 2.00 to 1.00. We were in compliance with these financial covenants at December 31, 2023. Obligations under the Credit Agreement are guaranteed by certain direct and indirect material Domestic subsidiaries of the Company (the “Guarantors”) and are secured by a security interest in substantially all of the capital stock and equity interests of the Company’s and the Guarantors’ Domestic and first tier material foreign subsidiaries. The Credit Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the termination of the PJI Revolving Facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the Guarantors. PJMF Revolving Facility PJMF has a revolving line of credit (the “PJMF Revolving Facility”) pursuant to a Revolving Loan Agreement, dated September 30, 2015 with U.S. Bank National Association, as lender. On September 30, 2023, the Company amended the PJMF Revolving Facility to, among other items: (i) extend the maturity date to September 30, 2024; (ii) amend the variable interest rate to one-month SOFR plus 1.975%; and (iii) expand the capacity from $20.0 million to $30.0 million. The PJMF Revolving Facility is secured by substantially all assets of PJMF. The PJMF Revolving Facility matures on September 30, 2024, but is subject to annual amendments. The borrowings under the PJMF Revolving Facility accrue interest at a variable rate of the one-month SOFR plu s 1.975% . There was no debt outstanding under the PJMF Revolving Facility as of December 31, 2023 or December 25, 2022. The PJMF operating results and the related debt outstanding do not impact the financial covenants under the Credit Agreement. Derivative Financial Instruments On June 23, 2023, the Company entered into a new interest rate swap with an initial notional value of $100.0 million to replace the Company’s prior interest swaps, which had a notional value of $125.0 million and matured on April 30, 2023. The objective of the interest rate swap is to mitigate the Company’s exposure to the impact of interest rate changes associated with our variable rate debt under the PJI Revolving Facility. We have designated the interest rate swap as a cash flow hedge and will assess hedge effectiveness at regular intervals through the maturity date of June 30, 2025. The interest rate swaps are recorded at fair value at each reporting date, and any unrealized gains or losses are included in Accumulated other comprehensive loss in the Consolidated Balance Sheets and reclassified to Net interest expense in the Consolidated Statements of Operations in the same period or periods during which the hedged transaction affect earnings. As of December 31, 2023, we have the following interest rate swap agreements with a total notional value of $100.0 million: Effective Dates Floating Rate Debt Fixed Rates June 23, 2023 through June 30, 2025 $ 50 million 4.55 % June 23, 2023 through June 30, 2025 $ 50 million 4.55 % In 2021, ou r prior interest rate swaps, which matured on April 30, 2023, were de-designated as cash flow hedges following the issuance of the Notes and remained undesignated as hedges through June 26, 2022. For these de-designated hedges, the portion of gains or losses on the derivative instruments previously recognized in AOCL were reclassified into earnings as adjustments to Net interest expense on a straight-line basis over the remaining life of the originally hedged transactions. As of June 27, 2022, the interest rate swaps were re-designated as cash flow hedges to provide a hedge against changes in variable rate cash flows regarding fluctuations in the LIBOR rate previously utilized under the PJI Revolving Facility. Therefore, beginning in the third quarter of 2022 and through the maturity date of April 30, 2023, our prior interest rate swaps were accounted for utilizing cash flow hedge accounting treatment. We recognized income of $1.5 million ($1.1 million after tax), $4.8 million ($3.7 million after tax) and $6.8 million ($5.3 million after tax) in 2023, 2022 and 2021, respectively, in other comprehensive income for the net change in the fair value of our interest rate swaps. The following table provides information on the location and amounts of our swaps in the accompanying Consolidated Balance Sheets (in thousands): Interest Rate Swap Derivatives Balance Sheet Location Fair Value Fair Value Prepaid expenses and other current assets $ 107 $ 986 Other long-term liabilities $ 483 $ — As of December 31, 2023, the portion of the aggregate $0.4 million interest rate swap liability that would be reclassified into interest expense during the next twelve months is a benefit of approximately $0.1 million. The effect of derivative instruments on the accompanying Consolidated Financial Statements is as follows (in thousands): Derivatives - Amount of Gain or Location of (Loss) Amount of (Loss) Net Interest Expense Interest rate swaps: 2023 $ 1,125 Net interest expense $ 173 $ (43,469) 2022 $ 3,663 Net interest expense $ (2,384) $ (25,261) 2021 $ 5,273 Net interest expense $ (5,965) $ (17,293) Interest paid, including payments made or received under the swaps, was $37.3 million , $24.4 million and $13.4 million in fiscal 2023, 2022 and 2021, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 13. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, December 25, Land $ 28,584 $ 31,679 Buildings and improvements 91,448 91,462 Leasehold improvements 154,441 136,095 Equipment and other 542,608 498,792 Construction in progress 25,610 32,265 Total property and equipment 842,691 790,293 Accumulated depreciation and amortization (559,879) (540,500) Property and equipment, net $ 282,812 $ 249,793 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 14. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, December 25, Marketing $ 37,628 $ 36,858 Salaries, benefits and bonuses 36,491 21,934 Insurance reserves, current 27,240 29,676 Purchases 24,198 13,789 Interest accrual 8,167 5,235 Litigation accrual (a) 5,000 15,000 Other 19,443 20,043 Total $ 158,167 $ 142,535 ______________________________ (a) See “Note 19. Litigation, Commitments and Contingencies” for additional information. |
Other Long-term Liabilities
Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-term Liabilities | 15. Other Long-term Liabilities Other long-term liabilities consist of the following (in thousands): December 31, December 25, Insurance reserves $ 29,512 $ 37,624 Deferred compensation plan (a) 28,342 28,285 Other 2,338 2,408 Total $ 60,192 $ 68,317 ______________________________ (a) See “Note 21. Employee Benefit Plans” for additional information on our non-qualified deferred compensation plan. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 16. Restructuring International Restructuring In December 2023, the Company announced international transformation initiatives (“International Transformation Plan”) designed to evolve our business structure to deliver an enhanced value proposition to our International customers and franchisees, ensure targeted investments and efficient resource management, and better position our largest markets, including the UK, for long-term profitable growth and brand strength. During the fourth quarter of the year ended December 31, 2023, the Company commenced approved initiatives under the International Transformation Plan related to establishing new regional hubs across APAC (Asia Pacific), EMEA (Europe, Middle East and Africa), and Latin America that will be led by experienced general managers and their teams. The Company incurred restructuring related costs of $2.2 million for the year ended December 31, 2023 related to the International Transformation Plan. Restructuring related costs associated with the approved initiatives primarily relate to employee severance benefits accounted for under ASC 712, “Compensation - Nonretirement Postemployment Benefits”, professional services, recruiting and relocation costs, and stock-based compensation forfeitures on unvested awards. These costs were included in General and administrative expenses in the Consolidated Statements of Operations. Total estimated pre-tax costs associated with approved initiatives in 2023 are approximately $3.0 million to $6.0 million , all of which will be recorded within our International segment, and we expect to incur the remainder of these costs through 2024. These estimates will be updated as additional initiatives associated with the International Transformation Plan are developed and approved. Refer to Note 25. Subsequent Events for further details on initiatives approved by our Board of Directors subsequent to December 31, 2023. The following table summarizes restructuring related costs recorded for the year ended December 31, 2023 (in thousands): December 31, Employee severance $ 1,522 Professional services 527 Recruiting 150 Total international transformation costs 2,199 Stock-based compensation forfeitures on unvested awards (21) Total international transformation costs, net of stock-based award forfeitures $ 2,178 The following table presents changes in the balance of accrued expenses relating to approved initiatives, which are recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets (in thousands): Employee severance Professional services Recruiting Total Balance as of December 25, 2022 $ — $ — $ — $ — Charges 1,522 527 150 2,199 Payments (295) — (121) (416) Balance as of December 31, 2023 $ 1,227 $ 527 $ 29 $ 1,783 Strategic Corporate Reorganization (2021) On September 17, 2020, we announced plans to open an office in Atlanta, Georgia located in Three Ballpark Center at The Battery Atlanta, which opened in October 2021. The space is designed to drive continued menu innovation and optimize integration across marketing, communications, customer experience, operations, human resources, diversity, equity and inclusion, financial planning and analysis, investor relations and development functions. Our information technology, finance, supply chain, and legal teams continue to operate in our Louisville, Kentucky office, which remains critical to our success. We also maintain an office outside of London, UK, where our International operations are managed. Employees whose positions were relocated to the new Atlanta office were either offered an opportunity to continue with the organization or were offered a severance package. As a result, we incurred one-time corporate reorganization costs of approximately $13.1 million during the year ended December 26, 2021 as detailed in the table below (in thousands). December 26, Employee severance and other employee transition costs $ 5,429 Recruiting and professional fees 3,815 Relocation costs 3,100 Other costs 750 Total strategic corporate reorganization costs $ 13,094 There were no additional corporate reorganization costs incurred during the year ended December 31, 2023 or December 25, 2022, and all costs incurred during 2021 were paid by December 25, 2022. We record severance as a one-time termination benefit and recognize the expense ratably over the employees’ required future service period. All other costs, including employee transition costs, recruitment and relocation costs, and third-party costs, are recognized in the period incurred. All strategic corporate reorganization costs were recorded in General and administrative expenses |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The following table presents the domestic and foreign components of income before income taxes for 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Domestic income $ 91,218 $ 65,434 $ 115,221 Foreign income 12,455 18,335 35,727 Total income $ 103,673 $ 83,769 $ 150,948 Included within the foreign income before income taxes above is $24.1 million, $23.6 million, and $22.4 million of foreign sourced income subject to foreign withholding taxes in 2023, 2022, and 2021, respectively. A summary of the expense (benefit) for income tax follows (in thousands): 2023 2022 2021 Current: Federal $ 20,742 $ 3,496 $ 10,591 Foreign 3,916 5,335 8,812 State and local 2,207 2,791 2,837 Deferred: Federal (4,115) 4,243 2,430 Foreign (558) (1,152) 769 State and local (1,318) (293) 554 Total income tax expense $ 20,874 $ 14,420 $ 25,993 The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 is as follows in both dollars and as a percentage of income before income taxes (dollars in thousands): 2023 2022 2021 Income Tax Income Income Tax Income Income Tax Income Tax at U.S. federal statutory rate $ 21,771 21.0 % $ 17,591 21.0 % $ 31,699 21.0 % State and local income taxes 1,866 1.8 % 1,422 1.7 % 2,317 1.5 % Foreign income taxes 5,159 4.9 % 4,672 5.6 % 9,144 6.1 % Income of consolidated partnerships attributable to noncontrolling interests (159) (0.2) % (355) (0.4) % (1,110) (0.7) % Non-qualified deferred compensation plan expense (income) (752) (0.7) % 1,278 1.5 % (911) (0.6) % Excess tax (benefits) on equity awards (539) (0.5) % (3,902) (4.7) % (3,697) (2.5) % Tax credits (7,003) (6.8) % (8,981) (10.7) % (8,830) (5.9) % Non-deductible executive compensation 1,341 1.3 % 2,450 2.9 % 2,636 1.7 % Foreign-derived intangible income (1,263) (1.2) % (1,452) (1.7) % (1,519) (1.0) % US deferred offset on foreign deferreds 270 0.3 % 1,183 1.4 % 238 0.2 % Other 183 0.2 % 514 0.6 % (3,974) (2.6) % Total $ 20,874 20.1 % $ 14,420 17.2 % $ 25,993 17.2 % Significant deferred tax assets (liabilities) follow (in thousands): December 31, December 25, Accrued liabilities $ 12,735 $ 17,424 Accrued bonuses 2,284 351 Other liabilities and asset reserves 15,315 14,607 Equity awards 7,988 7,905 Lease liabilities 45,550 45,646 Other 2,825 2,904 Net operating losses 13,759 11,738 Foreign tax credit carryforwards 23,888 20,198 Total deferred tax assets 124,344 120,773 Valuation allowances (37,609) (32,052) Total deferred tax assets, net of valuation allowances 86,735 88,721 Deferred expenses (5,719) (5,756) Accelerated depreciation (23,012) (31,098) Goodwill (7,881) (7,690) Right-of-use assets (41,513) (41,892) Other (1,071) (365) Total deferred tax liabilities (79,196) (86,801) Net deferred tax assets $ 7,539 $ 1,920 The following table summarizes changes in the Company’s valuation allowances on deferred tax (in thousands): Balance at December 26, 2021 $ 28,598 Charged to costs and expenses 3,454 Balance at December 25, 2022 $ 32,052 Charged to costs and expenses 5,470 Other 87 Balance at December 31, 2023 $ 37,609 The Company had approximately $10.3 million and $10.2 million of state deferred tax assets in separate company jurisdictions primarily related to state net operating loss carryforwards as of December 31, 2023 and December 25, 2022, respectively. Our ability to utilize these state deferred tax assets is dependent on our ability to generate earnings in future years in the respective state jurisdictions. The Company provided a full valuation allowance of $10.3 million and $10.2 million for these state deferred tax assets as we believe realization based on the more-likely-than-not criteria has not been met as of December 31, 2023 and December 25, 2022, respectively. The Company had approximately $3.0 million and $2.0 million of state deferred tax assets related to state income tax credit carryforwards as of December 31, 2023 and December 25, 2022, respectively. Our ability to fully utilize these deferred tax assets related to state income tax credit carryforwards is dependent on our ability to generate earnings in future years in the respective state jurisdictions. The Company provided a partial valuation allowance of $0.7 million and $0.5 million against these state deferred tax assets at December 31, 2023 and December 25, 2022, respectively. We believe that a portion of these state income tax credit carryforwards would not be realizable before expiration. The Company had approximately $4.6 million and $2.2 million of foreign net operating loss and capital loss carryovers as of December 31, 2023 and December 25, 2022, respectively. The Company had approximately $2.7 million and $1.2 million of valuation allowances primarily related to the foreign net operating losses, foreign capital losses and foreign deferred tax assets at both December 31, 2023 and December 25, 2022. A substantial majority of our foreign net operating losses do not have an expiration date. In addition, the Company had approximately $23.9 million and $20.2 million in foreign tax credit carryforwards as of December 31, 2023 and December 25, 2022, respectively, that expire ten years from inception in years 2027 through 2033. Our ability to utilize these foreign tax credit carryforwards is dependent on our ability to generate foreign earnings in future years sufficient to claim foreign tax credits in excess of foreign taxes paid in those years. The Company provided a full valuation allowance of $23.9 million and $20.2 million for these foreign tax credit carryforwards as we believe realization based on the more-likely-than-not criteria has not been met as of December 31, 2023 and December 25, 2022, respectively. Cash for income taxes paid were $12.5 million in 2023, $11.7 million in 2022 and $32.6 million in 2021. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company, with few exceptions, is no longer subject to U.S. federal, state and local, or non-US income tax examinations by tax authorities for years before 2019. The Company is currently undergoing examinations by various tax authorities. The Company had $1.1 million of unrecognized tax benefits at December 31, 2023 which, if recognized, would affect the effective tax rate. A reconciliation of the beginning and ending liability for unrecognized tax benefits excluding interest and penalties is as follows, which is recorded in Other long-term liabilities in the Consolidated Balance Sheets (in thousands): Balance at December 26, 2021 $ 896 Additions for tax positions of prior years 331 Reductions for tax positions of prior years (65) Balance at December 25, 2022 $ 1,162 Additions for tax positions of prior years 217 Reductions for tax positions of prior years (321) Balance at December 31, 2023 $ 1,058 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of income tax expense. The Company has accrued approximately $0.1 million for the payment of interest and penalties as of December 31, 2023 and December 25, 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions Shaquille O’Neal On March 21, 2019, Shaquille O’Neal was appointed to our Board of Directors. On June 11, 2019, PJMF entered into an Endorsement Agreement (the “Original Endorsement Agreement”), effective March 15, 2019, with ABG-Shaq, LLC (“ABG-Shaq”), an entity affiliated with Mr. O’Neal, for the personal services of Mr. O’Neal. Pursuant to the Original Endorsement Agreement, the Company received the right and license to use Mr. O’Neal’s name, nickname, initials, autograph, voice, video or film portrayals, photograph, likeness and certain other intellectual property rights (individually and collectively, the “Personality Rights”), in each case, solely as approved by ABG-Shaq, in connection with the advertising, promotion and sale of Papa John’s-branded products. Mr. O’Neal also agreed to provide brand ambassador services related to appearances, social media and public relations matters, and to collaborate with us to develop one or more co-branded products using the Personality Rights. Mr. O’Neal and the Company developed a co-branded extra-large pizza product using the Personality Rights under an amendment to the Original Endorsement Agreement signed July 27, 2020 (the “First Amendment”). As consideration for the rights and services granted under the Original Endorsement Agreement, the Company agreed to pay to ABG-Shaq aggregate cash payments of $4.1 million over the three years of the Original Endorsement Agreement. The Company also paid expenses related to the marketing and personal services provided by Mr. O’Neal. In addition, the Company agreed to grant 87,136 restricted stock units to Mr. O’Neal (as agent of ABG) under our 2018 Omnibus Incentive Plan. On July 29, 2021, the Company and PJMF entered into Amendment No. 2 (the “Second Amendment”) to the Original Endorsement Agreement with ABG-Shaq. Pursuant to the Second Amendment, the Company was granted the ability to use the Personality Rights for a limited time to promote, advertise, and sell our co-branded extra-large pizza developed under the First Amendment. ABG-Shaq did not receive any additional royalty fees from the Company beyond the cash payment already contemplated under the Original Endorsement Agreement under the Amendment. In addition, the Company donated one U.S. dollar for each unit of the pizza sold in the United States and one Canadian dollar for each unit sold in Canada to The Papa John’s Foundation for Building Community. On March 15, 2022, the Original Endorsement Agreement expired by its terms. On April 10, 2022, the Company and PJMF entered into a new Endorsement Agreement (the “New Endorsement Agreement”), effective March 15, 2022, with ABG-Shaq, LLC (“ABG-Shaq”), to replace the Original Endorsement Agreement. The terms of the New Endorsement Agreement are substantially similar to the Original Endorsement Agreement. As consideration for the rights and services granted under the New Endorsement Agreement, the Company and PJMF agreed to pay to ABG-Shaq aggregate cash payments of $5.6 million over the three years of the New Endorsement Agreement. The Company and PJMF will also pay ABG-Shaq a royalty fee for the co-branded pizza product if the total amount of royalties in a given contract year (calculated as $0.20 per co-branded pizza sold) exceeds the contractual cash payment for that year, in which case the amount of the royalty payment will be the excess of the royalties over the cash payment amount. The Company did not pay royalties in 2023 and 2022 for the co-branded pizza promotion. The Company and PJMF will also pay expenses related to the marketing and personal services provided by Mr. O’Neal. In addition, the Company agreed to grant 55,898 restricted stock units (the “RSUs”) to Mr. O’Neal (as agent of ABG) under the Company’s 2018 Omnibus Incentive Plan. The RSUs will vest into an equivalent number of shares of the Company’s common stock according to the following vesting schedule: ● 33% (18,632) of the RSUs vested on April 12, 2023; ● 33% (18,632) of the RSUs will vest on March 15, 2024; and ● 33% (18,634) of the RSUs will vest on March 15, 2025. The initial term of the New Endorsement Agreement ends on March 15, 2025, with an option for a one-year extension upon the parties’ mutual agreement. The New Endorsement Agreement also includes customary exclusivity, termination and indemnification clauses. Effective August 1, 2023, the Company and PJMF entered into Amendment No. 1 to the New Endorsement Agreement (“Amendment No. 1”). As consideration for rights and services granted within Amendment No. 1, the Company agreed to a pay a minimum donation of $375,000 for the benefit of The Shaquille O’Neal Foundation, of which $125,000 was paid during 2023 with the remaining $250,000 to be paid during 2024. Starboard Share Repurchase |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | 19. Litigation, Commitments and Contingencies Litigation The Company is involved in a number of lawsuits, claims, investigations and proceedings, including those specifically identified below, consisting of intellectual property, employment, consumer, commercial and other matters arising in the ordinary course of business. In accordance with ASC 450, “ Contingencies ,” the Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. In re Papa John’s Employee & Franchise Employee Antitrust Litigation is a putative class action filed in December 2018 in the United States District Court for the Western District of Kentucky. The suit alleges that the “no-poaching” provision previously contained in the Company’s franchise agreement constituted an unlawful agreement or conspiracy in restraint of trade and commerce in violation of Section 1 of the Sherman Antitrust Act. On April 14, 2022, the parties reached a settlement in principle to resolve the case. Pursuant to the terms of the proposed settlement, in exchange for the Company’s payment of a total aggregate settlement amount of $5.0 million and other non-monetary consideration, all claims in the action will be dismissed, the litigation will be terminated, and the Company will receive a release. The settlement amount was recorded in General and administrative expenses in the Consolidated Statements of Operations in the first quarter of 2022 and remained accrued in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 31, 2023. The proposed settlement is subject to approval by the District Court and contains certain customary contingencies. The Company continues to deny any liability or wrongdoing in this matter. Commitments and Contingencies We have certain other commercial commitments where payment is contingent upon the occurrence of certain events. With our insurance programs, we are party to surety bonds with off-balance sheet risk for a total of $20.7 million as of December 31, 2023. The surety bond arrangements expire within one year but have automatic renewal clauses. These arrangements have not had, and are unlikely to have in the future, a material impact on our Consolidated Balance Sheets or Consolidated Statements of Operations. We guarantee leases for certain Papa Johns North American franchisees who have purchased restaurants that were previously Company-owned. We are contingently liable on these leases. The leases have varying terms, the latest of which expires in 2036. As of December 31, 2023, the estimate maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was approximately $7.3 million. This contingent liability is not included in the Consolidated Balance Sheets or our future minimum lease obligations. The fair value of the guarantee is not material. |
Equity Compensation
Equity Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Compensation | 20. Equity Compensation We award time-based restricted stock, performance-based restricted stock units, and stock options from time to time under the Papa John’s International, Inc. 2018 Omnibus Incentive Plan. There were approximately 3.0 million shares of common stock authorized for issuance and remaining available under the 2018 Omnibus Incentive Plan as of December 31, 2023, which includes 5.9 million shares transferred from the Papa John’s International 2011 Omnibus Incentive Plan. We recorded stock-based employee compensation expense of $17.9 million in 2023, $18.4 million in 2022 and $16.9 million in 2021. At December 31, 2023, there was $18.9 million of unrecognized compensation cost related to unvested awards, of which the Company expects to recognize $12.4 million in 2024, $5.6 million in 2025 and $0.9 million in 2026. Stock Options Options exercised, which were issued from authorized shares, included 43,000 shares in 2023, 82,000 shares in 2022 and 212,000 shares in 2021. The total intrinsic value of the options exercised during 2023, 2022 and 2021 was $1.2 million, $3.4 million and $10.1 million, respectively. There were no options granted in 2023, 2022 or 2021. Information pertaining to option activity during 2023 is as follows (number of options and aggregate intrinsic value in thousands): Number Weighted Weighted Aggregate Outstanding at December 25, 2022 235 $ 56.53 Exercised (43) 52.56 Cancelled (1) 70.96 Outstanding at December 31, 2023 191 $ 57.35 3.60 $ 3,681 Exercisable at December 31, 2023 191 $ 57.35 3.60 $ 3,681 Restricted Stock We granted shares of restricted stock that are time-based and generally vest in equal installments over three years (190,000 in 2023, 165,000 in 2022 and 130,000 in 2021). Upon vesting, the shares are issued from treasury stock. These restricted shares are intended to focus participants on our long-range objectives, while at the same time serving as a retention mechanism. We consider time-based restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights. We declared dividends totaling $0.5 million ($1.76 per share) in 2023, $0.5 million ($1.54 per share) in 2022 and $0.4 million ($1.15 per share) in 2021 to holders of time-based restricted stock. We granted 14,000, 69,000 and 11,000 restricted stock units that are time-based and vest over a period of one Additionally, we granted stock settled performance-based restricted stock units to executive management (80,000 units in 2023, 64,000 units in 2022, and 61,000 units in 2021). The performance-based restricted stock units require the achievement of certain performance and market factors, which consist of the Company’s Total Shareholder Return (“TSR”) relative to a predetermined peer group. The grant-date fair value of the performance-based restricted stock units was determined through the use of a Monte Carlo simulation model. The following is a summary of the significant assumptions used in estimating the fair value of the performance-based restricted stock units granted in 2023, 2022 and 2021: Assumptions: 2023 2022 2021 Risk-free interest rate 4.5 % 1.5 % 0.2 % Expected volatility 38.6 % 45.0 % 48.3 % The risk-free interest rate for the periods within the contractual life of the performance-based restricted stock unit is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was estimated using the Company’s historical share price volatility for a period similar to the expected life of the performance-based restricted stock unit. The performance-based restricted stock units granted vest over three years (cliff vest) and are expensed over the performance period. The weighted average grant-date fair value of performance-based restricted stock units granted during 2023, 2022 and 2021 was $88.43, $113.90 and $103.14, respectively. The fair value of time-based restricted stock and performance-based restricted stock units is based on the market price of the Company’s shares on the grant date. Information pertaining to these awards during 2023 is as follows (shares in thousands): Shares Weighted Total as of December 25, 2022 518 $ 91.23 Granted 283 84.13 Forfeited (92) 95.18 Vested (226) 75.88 Total as of December 31, 2023 483 $ 93.27 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 21. Employee Benefit Plans The Papa John’s International, Inc. 401(k) Plan (the “401(k) Plan”), is a defined contribution benefit plan in accordance with Section 401(k) of the Internal Revenue Code. The 401(k) Plan is open to employees who meet certain eligibility requirements and allows participating employees to defer receipt of a portion of their compensation and contribute such amount to one or more investment funds. In addition, we maintain a non-qualified deferred compensation plan available to certain employees and directors. Under this plan, the participants may defer a certain amount of their compensation, which is credited to the participants’ accounts. The participant-directed investments associated with this plan are included in Other assets ($29.4 million and $30.1 million at December 31, 2023 and December 25, 2022, respectively) and the associated liabilities ($28.3 million at December 31, 2023 and December 25, 2022) are included in Other long-term liabilities in the accompanying Consolidated Balance Sheets. We contributed a matching payment of 4% of a participating employee’s earnings deferred into the 401(k) Plan in 2023 and 2022. In 2021, we contributed a discretionary matching payment of 4%, up to a maximum of 6% of a participating employee’s earnings deferred into both the 401(k) Plan and the non-qualified deferred compensation plan. Such costs were $4.3 million in 2023, $4.4 million in 2022 and $3.5 million in 2021. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | 22. Divestitures Divestiture of Preferred Marketing Solutions On October 22, 2023, we sold the operations of Preferred Marketing Solutions, our previously wholly-owned print and promotions company, for upfront consideration of $0.6 million as well as a percentage of future revenues to be paid on a quarterly basis over the next ten years. In connection with the divestiture, we deconsolidated total net assets of approximately $1.2 million, which primarily included property and equipment of $0.6 million and goodwill of $0.4 million associated with Preferred Marketing Solutions. There was no gain or loss recognized on the sale, and the impact to the Consolidated Financial Statements was not material for the year ended December 31, 2023. Refranchising Loss On March 28, 2022, we refranchised our 51.0% ownership interest in a 90-restaurant consolidated joint venture in Texas for $14.0 million, net of transaction costs. In connection with the divestiture, we recorded a one-time, non-cash charge of $8.4 million in Refranchising and impairment loss in the Consolidated Statements of Operations, which reflects net sale proceeds of $14.0 million, the noncontrolling interest of $4.2 million, and the recognition of an unearned royalty stream of $12.2 million to be recognized as revenue over the 10-year term of the franchise agreement executed concurrent with the disposition in accordance with ASC 810, “ Consolidation .” Goodwill of $9.9 million was allocated to the disposal group based on relative fair value within the Domestic Company-owned restaurants reporting group. The $8.4 million of the one-time, non-cash refranchising loss was recorded in the first quarter of 2022 and realized upon consummation of the sale in the second quarter of 2022. Impairment of Reacquired Master Franchise Rights In the first quarter of 2022, the Company recorded an impairment of $2.8 million in Refranchising and impairment loss |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 23. Segment Information We have four reportable segments: Domestic Company-owned restaurants, North America franchising, North America commissaries, and International operations. The Domestic Company-owned restaurant segment consists of the operations of all Domestic Company-owned restaurants and principally generates revenues from retail sales of pizza, Papadias, and side items, including breadsticks, Papa Bites, cheesesticks, boneless chicken wings and bone-in chicken wings, dessert items and canned or bottled beverages. The North America franchising segment consists of our franchise sales and support activities and derives its revenues from sales of franchise and development rights and collection of royalties from our franchisees located in the United States and Canada. The North America commissary segment consists of the operations of our regional dough production and product distribution centers and derives its revenues principally from the sale and distribution of food and paper products to Domestic Company-owned and franchised restaurants in the United States and Canada. The International segment consists of the operations of all Company-owned restaurants located in the UK, as well as distribution sales to franchised Papa Johns restaurants located in the UK and our franchise sales and support activities, which derive revenues from sales of franchise and development rights and the collection of royalties from our International franchisees. International franchisees are defined as all franchise operations outside of the United States and Canada. All other business units that do not meet the quantitative thresholds for determining reportable segments, which are not operating segments, we refer to as “all other,” which consists of operations that derive revenues from the sale, principally to Company-owned and franchised restaurants, of printing and promotional items, franchise contributions to marketing funds and information systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-based ordering platforms. Generally, we evaluate performance and allocate resources based on operating income. Certain administrative and capital costs are allocated to segments based upon predetermined rates or estimated resource usage. We account for intercompany sales and transfers as if the sales or transfers were to third parties and eliminate the activity in consolidation. Our reportable segments are business units that provide different products or services. Separate management of each segment is required because each business unit is subject to different operational issues and strategies. No single external customer accounted for 10% or more of our total revenues. The following tables present our segment information. (In thousands) 2023 2022 2021 Revenues: Domestic Company-owned restaurants $ 726,362 $ 708,389 $ 778,323 North America franchising 144,550 137,399 129,310 North America commissaries 852,361 869,634 761,305 International 182,487 158,682 184,099 All others 229,953 227,999 215,384 Total revenues $ 2,135,713 $ 2,102,103 $ 2,068,421 Intersegment revenues: North America franchising $ 4,267 $ 4,122 $ 4,179 North America commissaries 210,614 217,570 215,393 All others 66,487 70,283 75,366 Total intersegment revenues $ 281,368 $ 291,975 $ 294,938 Depreciation and amortization: Domestic Company-owned restaurants $ 14,184 $ 11,495 $ 11,728 North America commissaries 16,046 13,299 11,974 International 3,167 1,774 2,326 All others 15,572 12,681 9,928 Unallocated corporate expenses 15,121 12,783 12,860 Total depreciation and amortization $ 64,090 $ 52,032 $ 48,816 Operating income: Domestic Company-owned restaurants (a) $ 33,470 $ 15,966 $ 49,628 North America franchising 133,800 127,882 120,949 North America commissaries 43,316 42,531 39,873 International (b) (c) 11,766 17,891 34,896 All others 10,116 10,084 17,704 Unallocated corporate expenses (d) (85,353) (104,419) (94,114) Elimination of intersegment losses (profits) 27 (905) (695) Total operating income $ 147,142 $ 109,030 $ 168,241 ______________________________ (a) Includes a one-time, non-cash charge of $8.4 million associated with the refranchising of the Company’s ownership interest in a 90-restaurant joint venture, recorded as Refranchising and impairment loss for the year ended December 25, 2022. See “Note 22. Divestitures” for additional information. (b) For the year ended December 31, 2023, International includes the following: • $4.2 million of costs associated with repositioning the UK portfolio as well as transaction costs related to the acquisition of restaurants from franchisees. • $2.2 million of costs related to the Company’s International restructuring plan, comprised of $1.5 million in severance compensation costs and $0.7 million in consulting and professional fees. • $0.9 million one-time non-cash charge related to the reserve of certain accounts receivable related to the conflict in the Middle East. (c) For the year ended December 25, 2022, International includes charges of $3.5 million related to one-time, non-cash reserves for certain accounts receivable and impairments of reacquired franchise rights due to the financial and operational impact of the conflict in Ukraine and $6.1 million of costs associated with the termination of significant franchisees in the UK, including the reserve of certain accounts and notes receivable and operating lease right-of-use assets impairment. See “Note 22. Divestitures” and “Note 10. Allowance for Credit Losses” for additional information. (d) For the year ended December 31, 2023, Unallocated corporate expenses includes $2.0 million of severance and related costs associated with the transition of certain executives and $0.6 million for certain legal settlements. For the year ended December 25, 2022, Unallocated corporate expenses includes $15.0 million for certain legal settlements, $13.9 million of one-time, non-cash reserves of certain notes receivable, and $1.5 million of advisory fees and severance costs associated with the transition of certain executives. (In thousands) 2023 2022 2021 Property and equipment, net: Domestic Company-owned restaurants $ 257,318 $ 238,658 $ 241,050 North America commissaries 161,303 149,920 149,218 International 32,083 16,080 14,642 All others 138,028 131,210 109,052 Unallocated corporate assets 253,959 254,425 236,132 Accumulated depreciation and amortization (559,879) (540,500) (526,238) Property and equipment, net $ 282,812 $ 249,793 $ 223,856 Expenditures for property and equipment: Domestic Company-owned restaurants $ 25,016 $ 23,057 $ 16,108 North America commissaries 10,654 5,729 4,007 International 6,518 5,175 1,979 All others 18,664 18,296 18,645 Unallocated corporate 15,768 26,134 27,820 Total expenditures for property and equipment $ 76,620 $ 78,391 $ 68,559 Disaggregation of Revenue In the following tables, revenues are disaggregated by major product line. The tables also include a reconciliation of the disaggregated revenues by the reportable segment: Reportable Segments (In thousands) Year Ended December 31, 2023 Major Products/Services Lines Domestic Company-owned North America franchising North America International All others Total Company-owned restaurant sales $ 726,362 $ — $ — $ 34,463 $ — $ 760,825 Franchise royalties and fees — 148,817 — 50,437 — 199,254 Commissary sales — — 1,062,975 72,287 — 1,135,262 Other revenues — — — 25,300 296,440 321,740 Eliminations — (4,267) (210,614) — (66,487) (281,368) Total segment revenues 726,362 144,550 852,361 182,487 229,953 2,135,713 International other revenues (a) — — — (25,300) 25,300 — Total revenues $ 726,362 $ 144,550 $ 852,361 $ 157,187 $ 255,253 $ 2,135,713 Reportable Segments (In thousands) Year Ended December 25, 2022 Major Products/Services Lines Domestic Company-owned North America franchising North America International All others Total Company-owned restaurant sales $ 708,389 $ — $ — $ — $ — $ 708,389 Franchise royalties and fees — 141,521 — 49,422 — 190,943 Commissary sales — — 1,087,204 80,481 — 1,167,685 Other revenues — — — 28,779 298,282 327,061 Eliminations — (4,122) (217,570) — (70,283) (291,975) Total segment revenues 708,389 137,399 869,634 158,682 227,999 2,102,103 International other revenues (a) — — — (28,779) 28,779 — Total revenues $ 708,389 $ 137,399 $ 869,634 $ 129,903 $ 256,778 $ 2,102,103 Reportable Segments (In thousands) Year Ended December 26, 2021 Major Products/Services Lines Domestic Company-owned North America franchising North America International All others Total Company-owned restaurant sales $ 778,323 $ — $ — $ — $ — $ 778,323 Franchise royalties and fees — 133,489 — 53,148 — 186,637 Commissary sales — — 976,698 97,623 — 1,074,321 Other revenues — — — 33,328 290,750 324,078 Eliminations — (4,179) (215,393) — (75,366) (294,938) Total segment revenues 778,323 129,310 761,305 184,099 215,384 2,068,421 International other revenues (a) — — — (33,328) 33,328 — Total revenues $ 778,323 $ 129,310 $ 761,305 $ 150,771 $ 248,712 $ 2,068,421 ______________________________ (a) Other revenues as reported in the Consolidated Statements of Operations include $25.3 million, $28.8 million and $33.3 million of revenue for the years ended December 31, 2023, December 25, 2022, and December 26, 2021 respectively, that are part of the International reporting segment. These amounts include marketing fund contributions and sublease rental income from International franchisees in the UK that provide no significant contribution to income before income taxes but must be reported on a gross basis under accounting requirements. The related expenses for these Other revenues are reported in Other expenses in the Consolidated Statements of Operations. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 24. Acquisitions UK Franchisee Acquisitions As part of our investment to reposition our UK business, in 2023 we acquired a portfolio of Company-owned restaurants in the UK market that were previously franchised. Our control and ownership of this portfolio enables us to implement operating model enhancements in the restaurants including revenue management capabilities, product and technological innovation and operational efficiencies to improve sales and restaurant-level profitability, and to drive initiatives for future growth and profitability in the Company’s largest market outside of North America. As part of this investment, the Company acquired 91 Papa Johns restaurants previously operated by the M25 division of Drake Food Service International in the United Kingdom on June 2, 2023 for total consideration of approximately $13.7 million. The Company acquired an additional 27 Papa Johns restaurants in the United Kingdom in the third quarter of 2023 for total consideration of approximately $1.5 million. Collectively, we refer to these acquisitions as the “UK franchisee acquisitions.” During the year ended December 31, 2023, the Company incurred $2.1 million of acquisition and transition costs related to the UK franchisee acquisitions. These expenses were recorded within General and administrative expenses and within the International segment in the Consolidated Statements of Operations. The results of operations of the acquired restaurants after their respective acquisition dates are included within the International segment in the Company’s Consolidated Statements of Operations. The impact of the acquisitions was not material to the Company’s Consolidated Financial Statements. The UK franchisee acquisitions have been accounted for as business combinations. As such, the Company concluded that the consideration was measured at fair value and has recorded the preliminary estimated fair value of the assets acquired and liabilities assumed as of the respective acquisition dates. Total consideration was approximately $15.2 million, of which $13.7 million was pre-existing accounts receivable and notes receivable and is classified as a noncash investing transaction within the Consolidated Statements of Cash Flows for the year ended December 31, 2023. Assets acquired include approximately $10.6 million of property and equipment, net, $0.3 million of inventories and other assets and $4.3 million of goodwill. No measurement period adjustments related to the UK franchisee acquisitions have been recorded during the year ended December 31, 2023 The total goodwill recognized in conjunction with the UK franchisee acquisitions, all of which is expected to be deductible for tax purposes, has been assigned to the International operating segment. The purchase price exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, primarily due to synergies created from expected future benefits stemming from implementation of the Company’s operational capabilities and further control of the Company’s brand name in our most prominent international market. Goodwill also includes certain other benefits that do not qualify for recognition as intangible assets, such as an assembled workforce. Domestic Acquisitions During the year ended December 31, 2023, we acquired ten Domestic restaurants for a total purchase price of $4.1 million, which was classified as cash used in investing activities within the Consolidated Statements of Cash Flows. The impact of the acquisitions was not material to the Company’s Consolidated Financial Statements. Acquired assets recorded within the Consolidated Balance Sheets as of December 31, 2023 primarily included restaurant property and equipment of $1.6 million, reacquired franchise rights of $1.3 million, and goodwill of $1.1 million. These amounts include measurement period adjustments to increase property and equipment and reduce reacquired franchise rights by $0.2 million, which were recorded during the fourth quarter of 2023. The amounts recorded as a result of our preliminary acquisition accounting for the UK franchisee acquisitions and Domestic acquisitions are subject to change and further refinement. The Company is finalizing its valuation of acquired property and equipment as well as gathering and assessing information regarding leases and other assets. The Company expects all outstanding items to be finalized prior to the one-year anniversary date of the respective acquisitions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events In February 2024, as the next phase of the International Transformation Plan discussed in Note 16, “Restructuring,” the Board of Directors approved a plan to close approximately 50 underperforming Company-owned restaurants in the United Kingdom during the first six months of 2024. The purpose of this plan is to optimize the Company's restaurant portfolio in the UK and improve overall profitability by closing unprofitable locations and allowing us to focus on improving profitability across our remaining portfolio of Company-owned restaurants and franchisee base in the UK. As a result of this decision, the Company expects to incur restructuring charges of approximately $10.0 million to $15.0 million, which will be recognized during 2024 within our International segment. These charges are expected to primarily consist of lease right-of-use asset and fixed asset impairment charges, employee severance, and other related expenses. The estimated range of restructuring charges is based on management's best estimate at the time of this filing and is subject to change as additional information becomes available. The actual charges may differ from the estimates due to various factors, including the evaluation of our ability to sublease the closed restaurant properties and the number of employees affected by the restaurant closures. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Pay vs Performance Disclosure | |||
Net income attributable to the Company | $ 82,098 | $ 67,772 | $ 120,016 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Papa John’s International, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. |
Variable Interest Entity | Variable Interest Entity Papa John’s Domestic restaurants, both Company-owned and franchised, participate in Papa John’s Marketing Fund, Inc. (“PJMF”), a nonstock corporation designed to operate at break-even as it spends all annual contributions received from the system. PJMF collects a percentage of revenues from Company-owned and franchised restaurants in the United States for the purpose of designing and administering advertising and promotional programs. PJMF is a variable interest entity (“VIE”) that funds its operations with ongoing financial support and contributions from the Domestic restaurants, of which approximately 85 percent are franchised, and does not have sufficient equity to fund its operations without these ongoing financial contributions. Based on an assessment of the governance structure and operating procedures of PJMF, the Company determined it has the power to control certain significant activities of PJMF, and therefore, is the primary beneficiary. The Company has consolidated PJMF in its financial results in accordance with Accounting Standards Codification (“ASC”) 810, “ Consolidation .” |
Fiscal Year | Fiscal Year Our fiscal year ends on the last Sunday in December of each year. All fiscal years presented consist of 52 weeks except for the 2023 fiscal year, which consists of 53 weeks. |
Use of Estimates | Use of Estimates The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Significant items that are subject to such estimates and assumptions include the allowance for credit losses on accounts and notes receivable, intangible assets, contract assets and contract liabilities including the customer loyalty program obligation, property and equipment, right-of-use assets and lease liabilities, gift card breakage, insurance reserves and tax reserves. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could significantly differ from these estimates. |
Revenue Recognition | Revenue Recognition Revenue is measured based on consideration specified in contracts with customers and excludes waivers or incentives and amounts collected on behalf of third parties, primarily sales tax. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Delivery costs, including freight associated with our Domestic commissary and other sales, are accounted for as fulfillment costs and are included in operating costs. The following describes principal activities, separated by major product or service, from which the Company generates its revenues: Domestic Company-owned Restaurant Sales The Domestic Company-owned restaurants principally generates revenues from retail sales of pizza, Papadias, and side items, including breadsticks, Papa Bites, cheesesticks, boneless chicken wings and bone-in chicken wings, dessert items and canned or bottled beverages. Revenues from Company-owned restaurants are recognized when the products are delivered to or carried out by customers. Our North American customer loyalty program, Papa Rewards, is a spend-based program that rewards customers with points for each purchase. Papa Rewards points are accumulated and redeemed for dollar off discounts (“Papa Dough”), and points expire after a year of inactivity. Once points are redeemed, Papa Dough may be used on future purchases within a six-month expiration window. The accrued liability in the Consolidated Balance Sheets, and corresponding reduction of Company-owned restaurant sales in the Consolidated Statements of Operations, is for the estimated reward redemptions at Domestic Company-owned restaurants based upon estimated redemption patterns. The liability related to Papa Rewards is calculated using the estimated redemption value for which the points and accumulated rewards are expected to be redeemed. Revenue is recognized when the customer redeems the Papa Dough reward and when the points or Papa Dough reward expires. Franchise Royalties and Fees Franchise royalties, which are based on a percentage of franchise restaurant sales, are recognized as sales occur. Incentives offered from time to time, including new restaurant incentives, will reduce the contractual royalty rate paid. Any royalty reductions, including waivers or those offered as part of a new restaurant development incentive or as incentive for other behaviors, including acceleration of restaurant remodels or equipment upgrades, are recognized at the same time as the related royalty, as they are not separately distinguishable from the full royalty rate. Our current standard franchise agreement requires the franchisee to pay a royalty fee of 5% of sales, and the majority of our existing franchised restaurants have a 5% contractual royalty rate in effect. Franchise royalties are billed on a monthly basis. The majority of initial franchise license fees and area development exclusivity fees are from International locations. Initial franchise license fees are billed at the restaurant opening date. The pre-opening services provided to franchisees do not contain separate and distinct performance obligations from the franchise right; thus, the fees collected will be deferred and amortized on a straight-line basis beginning at the restaurant opening date through the term of the franchise agreement, which is typically 10 years. Franchise license renewal fees for both Domestic and International locations, which generally occur every 10 years, are billed before the renewal date. Fees received for future license renewal periods are deferred and amortized over the life of the renewal period. Area development exclusivity fees are billed upon execution of the development agreements which grant the right to develop franchised restaurants in future periods in specific geographic areas. Area development exclusivity fees are allocated on a pro rata basis to all restaurants opened under that specific development agreement. These fees are deferred and amortized over the term of the related franchise agreements, which is typically 10 years. Commissary Revenues Commissary revenues are comprised of food and supplies sold to franchised restaurants and are recognized as revenue upon shipment of the related products to the franchisees. Payments are generally due within 30 days. There are various incentive programs available to franchisees related to new restaurant openings including discounts on initial commissary orders and new restaurant equipment incentives, at substantially no cost to franchisees. Commissary revenues are reduced to reflect incentives in the form of direct discounts on initial commissary orders. The new restaurant equipment incentive is also recorded as a reduction of commissary sales over the term of the incentive agreement, which is generally three Other Revenues Franchise Marketing Fund revenues represent a required established percentage of monthly restaurant sales collected by PJMF, which is our national marketing fund, and various other international and Domestic marketing funds (“Co-op” or “Co-operative” Funds) where we have determined for purposes of accounting that we have control over the significant activities of the funds. PJMF funds its operations with ongoing financial support and contributions from Domestic Papa John’s restaurants, of which approximately 85% are franchised restaurant members. Contributions are based on a percentage of monthly restaurant sales and are billed monthly. When we are determined to be the principal in these arrangements, advertising fund contributions and expenditures are reported on a gross basis in the Consolidated Statements of Operations. Our obligation related to these funds is to develop and conduct advertising activities in a specific country, region, or market, including the placement of electronic and print materials. There are no expiration dates and we do not deduct non-usage fees from outstanding gift cards. While the Company and the franchisees continue to honor all gift cards presented for payment, the likelihood of redemption may be determined to be remote for certain cards due to long periods of inactivity. In these circumstances, the Company recognizes breakage revenue for amounts not subject to unclaimed property laws. Based upon our analysis of historical gift card redemption patterns, we can reasonably estimate the amount of gift cards for which redemption is remote. Breakage revenue is recognized over time in proportion to estimated redemption patterns as Other revenues. Commissions on gift cards sold by third parties are recorded as a reduction to Deferred revenue and a reduction to Other revenues based upon estimated redemption patterns. Fees for information services, including software maintenance fees, help desk fees, centralized call center fees, and online ordering fees are recognized as revenue as such services are provided and are included in Other revenues. Rental income, primarily derived from properties leased by the Company and subleased to franchisees in the UK, is recognized on a straight-line basis over the respective operating lease terms. |
Advertising and Related Costs | Advertising and Related Costs Domestic Company-owned advertising and related costs of $53.9 million, $55.2 million and $61.7 million in 2023, 2022, and 2021, respectively, include the costs of Domestic Company-owned local restaurant activities such as mail coupons, door hangers and promotional items and advertising activities administered through PJMF and various local market cooperative advertising funds. PJMF is responsible for developing and conducting marketing and advertising for the Domestic Papa John’s system. The Co-op Funds are responsible for developing and conducting advertising activities in a specific market, including the placement of electronic and print materials developed by PJMF. The marketing fund investments are included in General and administrative expenses within the accompanying Consolidated Statements of Operations and are accrued and expensed when the franchise advertising revenues are recognized, as PJMF is designed to operate at break-even. |
Leases | Leases Lease expense is recognized on a straight-line basis over the expected life of the lease term for operating leases, whereas lease expense follows an accelerated expense recognition for finance leases. A lease term often includes option periods, available at the inception of the lease. Lease expense is comprised of operating and finance lease costs, short-term lease costs, and variable lease costs, which primarily include common area maintenance, real estate taxes, and insurance for the Company’s real estate leases. Lease costs also include variable rent, which is primarily related to the Company’s supply chain tractor and trailer leases that are based on a rate per mile. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for equity grants is estimated on the grant date, net of projected forfeitures, and is recognized over the vesting period (graded vesting over three years). We have elected a policy to estimate forfeitures in determining the amount of stock-based employee compensation expense. Restricted stock is valued based on the market price of the Company’s shares on the date of grant. Management evaluates its award grants and modifications and will adjust the fair value if any are determined to be spring-loaded. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investments with maturity of three months or less at date of purchase. These investments are carried at cost, which approximates fair value. |
Accounts Receivable | Accounts Receivable Substantially all accounts receivable is due from franchisees for purchases of food, paper products, point of sale equipment, information systems and related services, marketing and royalties. Credit is extended based on an evaluation of the franchisee’s financial condition and collateral is generally not required. An allowance for credit losses is an estimate, even if remote, based upon historical account write-off trends, facts about the current financial condition of the debtor, forecasts of future operating results based upon current trends of select operating metrics and macroeconomic factors. Account balances are charged off against the allowance after recovery efforts have ceased. |
Notes Receivable | Notes Receivable The Company has provided financing to select Domestic and International franchisees principally for use in the construction and development of their restaurants and for the purchase of restaurants from the Company or other franchisees. Most notes receivable bear interest at fixed or floating rates and are generally secured by the assets of each restaurant and the ownership interests in the franchise. The Company has provided long-term financing to certain franchisees with royalty payment plans. We establish an allowance for credit losses for franchisee notes receivables to reduce the outstanding notes receivable to their net realizable values based on a review of each franchisee’s economic performance and market conditions after consideration of the fair value of our underlying collateral rights (e.g., underlying franchisee business, property and equipment) and any guarantees. Note balances are charged off against the allowance after recovery efforts have ceased. Interest income recorded on franchisee loans was approximately $1.1 million in 2023, $1.3 million in 2022 and $1.9 million in 2021 and is reported in Net interest expense in the accompanying Consolidated Statements of Operations. |
Inventories | Inventories Inventories, which consist of food products, paper goods, supplies and smallwares are stated at the lower of cost, determined under the first-in, first-out (FIFO) method, or net realizable value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets (generally five twenty five |
Deferred Costs | Deferred Costs |
Intangible Assets - Goodwill | Intangible Assets — Goodwill We evaluate goodwill annually as of the first day of the fourth quarter or whenever we identify certain triggering events or circumstances that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Such tests are completed separately with respect to the goodwill of each of our reporting units, which includes our Domestic Company-owned restaurants, United Kingdom (“PJUK”), China, and Preferred Marketing Solutions operations, which were sold on October 22, 2023. We may perform a qualitative assessment or move directly to the quantitative assessment for any reporting unit in any period if we believe that it is more efficient or if impairment indicators exist. We elected to perform a qualitative assessment for our Domestic Company-owned restaurants, PJUK, and China as of the first day of the fourth quarter of 2023; we excluded the goodwill associated with our Preferred Marketing Solutions reporting unit, as the business was sold shortly after the date of our assessment and the balance was not material to the consolidated financial statements. As a result of our qualitative analysis, we determined that it was more-likely-than-not |
Deferred Income Tax Accounts and Tax Reserves | Deferred Income Tax Accounts and Tax Reserves We are subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets and liabilities are netted by tax jurisdiction. Deferred tax assets are also recognized for the estimated future effects of tax attribute carryforwards (e.g., net operating losses, capital losses, and foreign tax credits). The effect on deferred taxes of changes in tax rates is recognized in the period in which the new tax rate is enacted. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts we expect to realize. |
Insurance Reserves | Insurance Reserves Our insurance programs for workers’ compensation, owned and non-owned automobiles, general liability and property insurance coverage provided to our employees are funded by the Company up to certain retention limits which range up to $0.5 million. Losses are accrued based upon undiscounted estimates of the liability for claims incurred and for events that have occurred but have not been reported using certain third-party actuarial projections and our claims loss experience. The determination of the recorded insurance reserves is highly judgmental and complex due to the significant uncertainty in the potential value of reported claims and the number and potential value of incurred but not reported claims, the application of significant judgment in making those estimates and the use of various actuarial valuation methods. The estimated insurance claims losses could be significantly affected should the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves recorded by the Company. The Company records estimated losses above retention within its reserve with a corresponding receivable for expected amounts due from insurance carriers. As of December 31, 2023, our insurance reserve was $56.8 million as compared to $67.3 million as of December 25, 2022 and was primarily related to auto liability and workers’ compensation claims. Of these amounts, approximately $27.2 million and $29.7 million were recorded in Accrued expenses and other current liabilities and $29.5 million and $37.6 million were recorded in Other long-term liabilities on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022, respectively. Our reserves include claim costs above our retention that have a corresponding receivable. Our insurance receivable for claims above retention totaled $34.5 million and $38.4 million as of December 31, 2023 and December 25, 2022, respectively. Of these amounts, approximately $16.8 million and $17.0 million were recorded in Prepaid expenses and other current assets, and $17.8 million and $21.4 million were recorded in Other assets on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022, respectively. |
Derivative Financial Instruments | Derivative Financial Instruments |
Noncontrolling Interests | Noncontrolling Interests Papa John’s has joint venture arrangements in which there are noncontrolling interests held by third parties that included 98 restaurants at December 31, 2023 and December 25, 2022. As further described in “Note 22. Divestitures,” the Company divested its 51 percent interest in one joint venture that owned 90 restaurants in the second quarter of 2022. Consolidated net income is required to be reported separately at amounts attributable to both the Company and the noncontrolling interests held by third parties. Additionally, disclosures are required to clearly identify and distinguish between the interests of the Company and the interests of the noncontrolling owners, including a disclosure on the face of the Consolidated Statements of Operations of income attributable to the noncontrolling interest holder. |
Foreign Currency Translation | Foreign Currency Translation The local currency is the functional currency for each of our foreign subsidiaries. Revenues and expenses are translated into United States (“U.S.”) dollars using monthly average exchange rates, while assets and liabilities are translated using year-end exchange rates. The resulting translation adjustments are included as a component of AOCL, net of income taxes. Foreign currency remeasurement gains and losses are included in determining net income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Segment Disclosures In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, “ Improvements to Reportable Segment Disclosure s.” The ASU expands the scope and frequency of segment disclosures and introduces the concept of a “significant expense principle,” which requires entities to disclose significant expense categories and amounts that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure of a segment’s profit or loss. The ASU also changes current disclosure requirements by allowing entities to report multiple measures of a segment’s profit or loss, provided the reported measures are used by the CODM to assess performance and allocate resources and that the measure closest to GAAP is also provided. Finally, the ASU requires all segment profit or loss and assets disclosures to be provided on both an annual and interim basis and requires entities to disclose the title and position of the individual identified as the CODM. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and shall be applied retrospectively to all periods presented in the financial statements. The Company is currently evaluating the standard and determining the extent of additional interim and annual segment disclosures that will be required. Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU provides for additional levels of details within the required rate reconciliation table to include additional categories of information about federal, state, and foreign income taxes and requires entities to further disaggregate information about income taxes paid, net of refunds. The ASU is effective for fiscal years beginning after December 15, 2024 and shall be applied prospectively. The Company is currently evaluating the standard and determining the extent of additional disclosures that will be required. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of joint ventures | The following summarizes the redemption feature, location and related accounting within the Consolidated Balance Sheets for these joint venture arrangements: Type of Joint Venture Arrangement Location within the Consolidated Balance Sheets Recorded Value Joint ventures with no redemption feature Permanent equity Carrying value Joint venture with option to require the Company to purchase the noncontrolling interest - not currently redeemable or redemption not probable Temporary equity Carrying value |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of lease terms | The Company’s leases have terms as follows: Average lease term Domestic Company-owned restaurants Five years, plus at least one renewal UK Company-owned and franchise-owned restaurants 15 years Domestic commissary locations 10 years, plus at least one renewal Domestic and International tractors and trailers Five Domestic and International commissary and office equipment Three |
Schedule of lease assets and liabilities | The following schedule details the total right-of-use assets and lease liabilities on the Consolidated Balance Sheets as of December 31, 2023 and December 25, 2022 (in thousands): Leases Classification December 31, December 25, Assets Finance lease assets, net Finance lease right-of-use assets, net $ 31,740 $ 24,941 Operating lease assets, net Operating lease right-of-use assets 164,158 172,425 Total lease assets $ 195,898 $ 197,366 Liabilities Current finance lease liabilities Current finance lease liabilities $ 9,029 $ 6,850 Current operating lease liabilities Current operating lease liabilities 24,076 23,418 Noncurrent finance lease liabilities Long-term finance lease liabilities 24,144 19,022 Noncurrent operating lease liabilities Long-term operating lease liabilities 151,050 160,905 Total lease liabilities $ 208,299 $ 210,195 |
Schedule of components of lease expense | Lease costs for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 were as follows: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Finance lease: Amortization of right-of-use assets $ 8,949 $ 5,704 $ 4,980 Interest on lease liabilities 1,542 1,029 1,140 Operating lease: Operating lease cost 41,514 42,815 43,072 Short-term lease cost 4,239 4,171 2,032 Variable lease cost 10,005 9,129 8,572 Total lease costs 66,249 62,848 59,796 Sublease income (9,842) (11,654) (12,039) Total lease costs, net of sublease income $ 56,407 $ 51,194 $ 47,757 |
Schedule of future minimum lease payments and sublease income under contractually-obligated leases | Future minimum lease payments under contractually-obligated leases and associated sublease income as of December 31, 2023 were as follows (in thousands): Fiscal Year Finance Operating Expected 2024 $ 10,266 $ 31,274 $ 8,318 2025 8,616 35,153 7,949 2026 7,588 31,254 7,229 2027 5,550 25,418 6,565 2028 2,610 19,903 5,990 Thereafter 1,970 78,136 27,945 Total future minimum lease payments 36,600 221,138 63,996 Less imputed interest (3,427) (46,012) — Total present value of lease liabilities $ 33,173 $ 175,126 $ 63,996 |
Schedule of supplemental cash flow information | The following table presents supplemental cash flow information related to leases for the years ended December 31, 2023, December 25, 2022 and December 26, 2021: (Dollars in thousands) Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 1,542 $ 1,029 $ 1,140 Financing cash flows from finance leases $ 8,821 $ 5,416 $ 4,566 Operating cash flows from operating leases (a) $ 37,814 $ 35,573 $ 38,530 Right-of-use assets obtained in exchange for new finance lease liabilities $ 16,734 $ 9,875 $ 9,486 Right-of-use assets obtained in exchange for new operating lease liabilities $ 24,380 $ 53,869 $ 64,420 Cash received from sublease income $ 8,855 $ 10,847 $ 11,597 Weighted-average remaining lease term (in years): Finance leases 4.30 4.43 4.51 Operating leases 7.81 8.44 8.30 Weighted-average discount rate: Finance leases 4.87% 4.59% 5.08% Operating leases 5.62% 5.63% 6.20% ______________________________ (a) Included within the change in Other assets and liabilities within the Consolidated Statements of Cash Flows offset by non-cash operating lease right-of-use asset amortization and lease liability accretion. |
Papa John's Marketing Fund, I_2
Papa John's Marketing Fund, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of assets and liabilities of PJMF | Assets and liabilities of PJMF, which are utilized solely for the Company’s advertising and promotional programs, were as follows in the Consolidated Balance Sheets (in thousands): December 31, December 25, Assets Current assets: Cash and cash equivalents $ 5,494 $ 17,174 Accounts receivable, net 18,026 14,780 Prepaid expenses and other current assets 2,223 1,815 Total current assets 25,743 33,769 Deferred income taxes 674 655 Total assets $ 26,417 $ 34,424 Liabilities Current liabilities: Accounts payable $ 1,509 $ 12,428 Accrued expenses and other current liabilities 22,245 17,936 Current deferred revenue 4,327 4,395 Total current liabilities 28,081 34,759 Deferred revenue 2,627 2,503 Total liabilities $ 30,708 $ 37,262 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of contract liability balances | The following table includes a breakout of contract liability balances (in thousands): December 31, 2023 December 25, 2022 Change Franchise fee liabilities $ 20,564 $ 23,836 $ (3,272) Unredeemed gift card liabilities 6,955 6,874 81 Customer loyalty program obligations 13,274 13,766 (492) Total contract liabilities $ 40,793 $ 44,476 $ (3,683) |
Schedule of estimated revenue expected to be recognized in the future | The following table (in thousands) includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the reporting period. Performance Obligations by Period Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter Total Franchise fees $ 2,746 $ 2,628 $ 2,463 $ 2,254 $ 2,004 $ 5,305 $ 17,400 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of repurchase activity | The following table summarizes our repurchase activity for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively: (In thousands, except average price per share) Year Ended Total Average Aggregate Cost of Shares Purchased (a) Maximum Dollar December 31, 2023 2,523 $ 83.10 $ 209,640 $ 90,160 December 25, 2022 1,343 $ 93.07 $ 125,000 $ 299,800 December 26, 2021 594 $ 121.96 $ 72,499 $ 424,800 (a) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per common share | The calculations of basic earnings per common share and diluted earnings per common share for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 are as follows (in thousands, except per share data): 2023 2022 2021 Basic earnings per common share Net income attributable to the Company $ 82,098 $ 67,772 $ 120,016 Dividends on redemption of Series B Convertible Preferred Stock — — (109,852) Dividends paid to participating securities — (306) (6,091) Net income attributable to participating securities — (104) — Net income attributable to common shareholders $ 82,098 $ 67,362 $ 4,073 Basic weighted average common shares outstanding 32,931 35,497 35,007 Basic earnings per common share $ 2.49 $ 1.90 $ 0.12 Diluted earnings per common share Net income attributable to common shareholders $ 82,098 $ 67,362 $ 4,073 Weighted average common shares outstanding 32,931 35,497 35,007 Dilutive effect of outstanding equity awards (a) 228 220 330 Diluted weighted average common shares outstanding 33,159 35,717 35,337 Diluted earnings per common share $ 2.48 $ 1.89 $ 0.12 ______________________________ (a) Excludes 194,846 shares underlying equity awards for the year ended December 31, 2023, as the effect of including such awards would have been anti-dilutive, and none in 2022 or 2021. |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Our financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and December 25, 2022 are as follows: Carrying Fair Value Measurements (in thousands) Level 1 Level 2 Level 3 December 31, 2023 Financial assets: Cash surrender value of life insurance policies (a) $ 29,449 $ 29,449 $ — $ — Interest rate swaps (b) $ 107 $ — $ 107 $ — Financial liabilities: Interest rate swaps (b) $ 483 $ — $ 483 $ — December 25, 2022 Financial assets: Cash surrender value of life insurance policies (a) $ 30,120 $ 30,120 $ — $ — Interest rate swaps (b) $ 986 $ — $ 986 $ — ______________________________ (a) Represents life insurance policies held in our non-qualified deferred compensation plan. See “Note 21. Employee Benefit Plans” for additional information. (b) The fair value of our interest rate swaps is based on the sum of all future net present value cash flows. The future cash flows are derived based on the terms of our interest rate swaps, as well as considering published discount factors, and projected Secured Overnight Financing Rates (“SOFR”). Interest rate swaps entered into prior to 2023 were based on LIBOR. December 31, 2023 December 25, 2022 (in thousands) Carrying Fair Carrying Fair 3.875% Senior Notes $ 400,000 $ 352,500 $ 400,000 $ 339,500 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of net income attributable to joint ventures | Net income attributable to these joint ventures for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 was as follows (in thousands): 2023 2022 2021 Papa John’s International, Inc. $ 1,672 $ 3,136 $ 8,457 Redeemable noncontrolling interests 198 574 2,609 Nonredeemable noncontrolling interests 503 1,003 2,330 Total net income $ 2,373 $ 4,713 $ 13,396 |
Schedule of changes in redeemable noncontrolling interests | The following summarizes changes in our redeemable noncontrolling interests in 2023 and 2022 (in thousands): Balance at December 26, 2021 $ 5,498 Net income 574 Distributions (4,855) Balance at December 25, 2022 $ 1,217 Net income 198 Distributions (564) Balance at December 31, 2023 $ 851 |
Allowance For Credit Losses (Ta
Allowance For Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of changes of the allowance for credit losses | The following table summarizes changes in our allowances for credit losses for accounts receivable and notes receivable: (In thousands) Accounts Receivable Notes Receivable Balance at December 26, 2021 $ 2,364 $ 1,500 Current period provision for expected credit losses, net (a) 6,474 14,066 Write-offs charged against the allowance (2,120) (1,067) Balance at December 25, 2022 $ 6,718 $ 14,499 Current period provision for expected credit losses, net (b) 3,609 1,784 Write-offs charged against the allowance (1,974) (191) Balance at December 31, 2023 $ 8,353 $ 16,092 ______________________________ (a) The Company recorded $14.6 million of one-time, non-cash reserves in the first quarter of 2022 for certain accounts receivable and notes receivable primarily associated with a master franchisee with operations principally in Russia. The Company recorded $3.7 million of one-time, non-cash reserves in the second half of 2022 for certain accounts receivable and notes receivable primarily associated with the termination of significant franchisees in the UK. (b) During the fourth quarter of 2023, the Company recorded $1.7 million of reserves for certain accounts receivable and notes receivable associated with the termination of a specific franchisee in the UK and $0.9 million of reserves for certain accounts receivable related to the conflict in the Middle East. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by reportable segment | The following summarizes changes in the Company’s goodwill, by reportable segment (in thousands): Domestic Company- International All Others Total Balance at December 26, 2021 $ 64,254 $ 15,942 $ 436 $ 80,632 Acquisitions (a) 1,161 — — 1,161 Divestitures (b) (9,908) — — (9,908) Foreign currency adjustments — (1,269) — (1,269) Balance at December 25, 2022 $ 55,507 $ 14,673 $ 436 $ 70,616 Acquisitions (a) 1,102 4,274 — 5,376 Divestitures (b) — — (436) (436) Foreign currency adjustments — 650 — 650 Balance at December 31, 2023 $ 56,609 $ 19,597 $ — $ 76,206 ______________________________ (a) Goodwill from acquisitions for the year 2023 includes $4.3 million from the UK franchisee acquisitions as well as $1.1 million related to the Domestic restaurant acquisitions. See “Note 24. Acquisitions” for further information. Goodwill from acquisitions for the year 2022 include $1.2 million in 2022, due to acquisitions of two restaurants. (b) During the year ended December 31, 2023, the Company disposed of $0.4 million of goodwill in connection with the sale of our Preferred Marketing Solutions business. In conjunction with the refranchising of our 51.0% ownership interest in a 90-restaurant consolidated joint venture in Texas during the year ended December 25, 2022, goodwill was allocated to the disposal group based on relative fair value within the Domestic Company-owned restaurants reporting group. See “Note 22. Divestitures” for further information. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt, net | Long-term debt, net consists of the following (in thousands): December 31, December 25, Senior notes $ 400,000 $ 400,000 Revolving facilities 364,000 205,000 Outstanding debt 764,000 605,000 Unamortized debt issuance costs (6,578) (7,931) Total long-term debt, net $ 757,422 $ 597,069 |
Schedule of notional value of derivatives | As of December 31, 2023, we have the following interest rate swap agreements with a total notional value of $100.0 million: Effective Dates Floating Rate Debt Fixed Rates June 23, 2023 through June 30, 2025 $ 50 million 4.55 % June 23, 2023 through June 30, 2025 $ 50 million 4.55 % |
Schedule of location and amounts of derivatives | The following table provides information on the location and amounts of our swaps in the accompanying Consolidated Balance Sheets (in thousands): Interest Rate Swap Derivatives Balance Sheet Location Fair Value Fair Value Prepaid expenses and other current assets $ 107 $ 986 Other long-term liabilities $ 483 $ — |
Schedule of effect of derivative instruments financial statements | The effect of derivative instruments on the accompanying Consolidated Financial Statements is as follows (in thousands): Derivatives - Amount of Gain or Location of (Loss) Amount of (Loss) Net Interest Expense Interest rate swaps: 2023 $ 1,125 Net interest expense $ 173 $ (43,469) 2022 $ 3,663 Net interest expense $ (2,384) $ (25,261) 2021 $ 5,273 Net interest expense $ (5,965) $ (17,293) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consists of the following (in thousands): December 31, December 25, Land $ 28,584 $ 31,679 Buildings and improvements 91,448 91,462 Leasehold improvements 154,441 136,095 Equipment and other 542,608 498,792 Construction in progress 25,610 32,265 Total property and equipment 842,691 790,293 Accumulated depreciation and amortization (559,879) (540,500) Property and equipment, net $ 282,812 $ 249,793 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, December 25, Marketing $ 37,628 $ 36,858 Salaries, benefits and bonuses 36,491 21,934 Insurance reserves, current 27,240 29,676 Purchases 24,198 13,789 Interest accrual 8,167 5,235 Litigation accrual (a) 5,000 15,000 Other 19,443 20,043 Total $ 158,167 $ 142,535 ______________________________ (a) See “Note 19. Litigation, Commitments and Contingencies” for additional information. |
Other Long-term Liabilities (Ta
Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other long-term liabilities | Other long-term liabilities consist of the following (in thousands): December 31, December 25, Insurance reserves $ 29,512 $ 37,624 Deferred compensation plan (a) 28,342 28,285 Other 2,338 2,408 Total $ 60,192 $ 68,317 ______________________________ (a) See “Note 21. Employee Benefit Plans” for additional information on our non-qualified deferred compensation plan. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring related/ reorganization costs | The following table summarizes restructuring related costs recorded for the year ended December 31, 2023 (in thousands): December 31, Employee severance $ 1,522 Professional services 527 Recruiting 150 Total international transformation costs 2,199 Stock-based compensation forfeitures on unvested awards (21) Total international transformation costs, net of stock-based award forfeitures $ 2,178 December 26, Employee severance and other employee transition costs $ 5,429 Recruiting and professional fees 3,815 Relocation costs 3,100 Other costs 750 Total strategic corporate reorganization costs $ 13,094 |
Schedule of changes in accrued expenses | The following table presents changes in the balance of accrued expenses relating to approved initiatives, which are recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets (in thousands): Employee severance Professional services Recruiting Total Balance as of December 25, 2022 $ — $ — $ — $ — Charges 1,522 527 150 2,199 Payments (295) — (121) (416) Balance as of December 31, 2023 $ 1,227 $ 527 $ 29 $ 1,783 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of domestic and foreign components of income before income taxes | The following table presents the domestic and foreign components of income before income taxes for 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Domestic income $ 91,218 $ 65,434 $ 115,221 Foreign income 12,455 18,335 35,727 Total income $ 103,673 $ 83,769 $ 150,948 |
Schedule of the provision for income taxes | A summary of the expense (benefit) for income tax follows (in thousands): 2023 2022 2021 Current: Federal $ 20,742 $ 3,496 $ 10,591 Foreign 3,916 5,335 8,812 State and local 2,207 2,791 2,837 Deferred: Federal (4,115) 4,243 2,430 Foreign (558) (1,152) 769 State and local (1,318) (293) 554 Total income tax expense $ 20,874 $ 14,420 $ 25,993 |
Schedule of reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense | The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 is as follows in both dollars and as a percentage of income before income taxes (dollars in thousands): 2023 2022 2021 Income Tax Income Income Tax Income Income Tax Income Tax at U.S. federal statutory rate $ 21,771 21.0 % $ 17,591 21.0 % $ 31,699 21.0 % State and local income taxes 1,866 1.8 % 1,422 1.7 % 2,317 1.5 % Foreign income taxes 5,159 4.9 % 4,672 5.6 % 9,144 6.1 % Income of consolidated partnerships attributable to noncontrolling interests (159) (0.2) % (355) (0.4) % (1,110) (0.7) % Non-qualified deferred compensation plan expense (income) (752) (0.7) % 1,278 1.5 % (911) (0.6) % Excess tax (benefits) on equity awards (539) (0.5) % (3,902) (4.7) % (3,697) (2.5) % Tax credits (7,003) (6.8) % (8,981) (10.7) % (8,830) (5.9) % Non-deductible executive compensation 1,341 1.3 % 2,450 2.9 % 2,636 1.7 % Foreign-derived intangible income (1,263) (1.2) % (1,452) (1.7) % (1,519) (1.0) % US deferred offset on foreign deferreds 270 0.3 % 1,183 1.4 % 238 0.2 % Other 183 0.2 % 514 0.6 % (3,974) (2.6) % Total $ 20,874 20.1 % $ 14,420 17.2 % $ 25,993 17.2 % |
Schedule of significant deferred tax assets (liabilities) | Significant deferred tax assets (liabilities) follow (in thousands): December 31, December 25, Accrued liabilities $ 12,735 $ 17,424 Accrued bonuses 2,284 351 Other liabilities and asset reserves 15,315 14,607 Equity awards 7,988 7,905 Lease liabilities 45,550 45,646 Other 2,825 2,904 Net operating losses 13,759 11,738 Foreign tax credit carryforwards 23,888 20,198 Total deferred tax assets 124,344 120,773 Valuation allowances (37,609) (32,052) Total deferred tax assets, net of valuation allowances 86,735 88,721 Deferred expenses (5,719) (5,756) Accelerated depreciation (23,012) (31,098) Goodwill (7,881) (7,690) Right-of-use assets (41,513) (41,892) Other (1,071) (365) Total deferred tax liabilities (79,196) (86,801) Net deferred tax assets $ 7,539 $ 1,920 |
Schedule of changes in valuation allowance on deferred tax | The following table summarizes changes in the Company’s valuation allowances on deferred tax (in thousands): Balance at December 26, 2021 $ 28,598 Charged to costs and expenses 3,454 Balance at December 25, 2022 $ 32,052 Charged to costs and expenses 5,470 Other 87 Balance at December 31, 2023 $ 37,609 |
Schedule of reconciliation of the liability for unrecognized tax benefits | A reconciliation of the beginning and ending liability for unrecognized tax benefits excluding interest and penalties is as follows, which is recorded in Other long-term liabilities in the Consolidated Balance Sheets (in thousands): Balance at December 26, 2021 $ 896 Additions for tax positions of prior years 331 Reductions for tax positions of prior years (65) Balance at December 25, 2022 $ 1,162 Additions for tax positions of prior years 217 Reductions for tax positions of prior years (321) Balance at December 31, 2023 $ 1,058 |
Equity Compensation (Tables)
Equity Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of information pertaining to option activity | Information pertaining to option activity during 2023 is as follows (number of options and aggregate intrinsic value in thousands): Number Weighted Weighted Aggregate Outstanding at December 25, 2022 235 $ 56.53 Exercised (43) 52.56 Cancelled (1) 70.96 Outstanding at December 31, 2023 191 $ 57.35 3.60 $ 3,681 Exercisable at December 31, 2023 191 $ 57.35 3.60 $ 3,681 |
Summary of the significant assumptions used in estimating the fair value of performance based restricted stock units granted | The following is a summary of the significant assumptions used in estimating the fair value of the performance-based restricted stock units granted in 2023, 2022 and 2021: Assumptions: 2023 2022 2021 Risk-free interest rate 4.5 % 1.5 % 0.2 % Expected volatility 38.6 % 45.0 % 48.3 % |
Schedule of information pertaining to restricted stock activity | Information pertaining to these awards during 2023 is as follows (shares in thousands): Shares Weighted Total as of December 25, 2022 518 $ 91.23 Granted 283 84.13 Forfeited (92) 95.18 Vested (226) 75.88 Total as of December 31, 2023 483 $ 93.27 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment information | The following tables present our segment information. (In thousands) 2023 2022 2021 Revenues: Domestic Company-owned restaurants $ 726,362 $ 708,389 $ 778,323 North America franchising 144,550 137,399 129,310 North America commissaries 852,361 869,634 761,305 International 182,487 158,682 184,099 All others 229,953 227,999 215,384 Total revenues $ 2,135,713 $ 2,102,103 $ 2,068,421 Intersegment revenues: North America franchising $ 4,267 $ 4,122 $ 4,179 North America commissaries 210,614 217,570 215,393 All others 66,487 70,283 75,366 Total intersegment revenues $ 281,368 $ 291,975 $ 294,938 Depreciation and amortization: Domestic Company-owned restaurants $ 14,184 $ 11,495 $ 11,728 North America commissaries 16,046 13,299 11,974 International 3,167 1,774 2,326 All others 15,572 12,681 9,928 Unallocated corporate expenses 15,121 12,783 12,860 Total depreciation and amortization $ 64,090 $ 52,032 $ 48,816 Operating income: Domestic Company-owned restaurants (a) $ 33,470 $ 15,966 $ 49,628 North America franchising 133,800 127,882 120,949 North America commissaries 43,316 42,531 39,873 International (b) (c) 11,766 17,891 34,896 All others 10,116 10,084 17,704 Unallocated corporate expenses (d) (85,353) (104,419) (94,114) Elimination of intersegment losses (profits) 27 (905) (695) Total operating income $ 147,142 $ 109,030 $ 168,241 ______________________________ (a) Includes a one-time, non-cash charge of $8.4 million associated with the refranchising of the Company’s ownership interest in a 90-restaurant joint venture, recorded as Refranchising and impairment loss for the year ended December 25, 2022. See “Note 22. Divestitures” for additional information. (b) For the year ended December 31, 2023, International includes the following: • $4.2 million of costs associated with repositioning the UK portfolio as well as transaction costs related to the acquisition of restaurants from franchisees. • $2.2 million of costs related to the Company’s International restructuring plan, comprised of $1.5 million in severance compensation costs and $0.7 million in consulting and professional fees. • $0.9 million one-time non-cash charge related to the reserve of certain accounts receivable related to the conflict in the Middle East. (c) For the year ended December 25, 2022, International includes charges of $3.5 million related to one-time, non-cash reserves for certain accounts receivable and impairments of reacquired franchise rights due to the financial and operational impact of the conflict in Ukraine and $6.1 million of costs associated with the termination of significant franchisees in the UK, including the reserve of certain accounts and notes receivable and operating lease right-of-use assets impairment. See “Note 22. Divestitures” and “Note 10. Allowance for Credit Losses” for additional information. (d) For the year ended December 31, 2023, Unallocated corporate expenses includes $2.0 million of severance and related costs associated with the transition of certain executives and $0.6 million for certain legal settlements. For the year ended December 25, 2022, Unallocated corporate expenses includes $15.0 million for certain legal settlements, $13.9 million of one-time, non-cash reserves of certain notes receivable, and $1.5 million of advisory fees and severance costs associated with the transition of certain executives. (In thousands) 2023 2022 2021 Property and equipment, net: Domestic Company-owned restaurants $ 257,318 $ 238,658 $ 241,050 North America commissaries 161,303 149,920 149,218 International 32,083 16,080 14,642 All others 138,028 131,210 109,052 Unallocated corporate assets 253,959 254,425 236,132 Accumulated depreciation and amortization (559,879) (540,500) (526,238) Property and equipment, net $ 282,812 $ 249,793 $ 223,856 Expenditures for property and equipment: Domestic Company-owned restaurants $ 25,016 $ 23,057 $ 16,108 North America commissaries 10,654 5,729 4,007 International 6,518 5,175 1,979 All others 18,664 18,296 18,645 Unallocated corporate 15,768 26,134 27,820 Total expenditures for property and equipment $ 76,620 $ 78,391 $ 68,559 |
Schedule of revenue disaggregated by major product line | In the following tables, revenues are disaggregated by major product line. The tables also include a reconciliation of the disaggregated revenues by the reportable segment: Reportable Segments (In thousands) Year Ended December 31, 2023 Major Products/Services Lines Domestic Company-owned North America franchising North America International All others Total Company-owned restaurant sales $ 726,362 $ — $ — $ 34,463 $ — $ 760,825 Franchise royalties and fees — 148,817 — 50,437 — 199,254 Commissary sales — — 1,062,975 72,287 — 1,135,262 Other revenues — — — 25,300 296,440 321,740 Eliminations — (4,267) (210,614) — (66,487) (281,368) Total segment revenues 726,362 144,550 852,361 182,487 229,953 2,135,713 International other revenues (a) — — — (25,300) 25,300 — Total revenues $ 726,362 $ 144,550 $ 852,361 $ 157,187 $ 255,253 $ 2,135,713 Reportable Segments (In thousands) Year Ended December 25, 2022 Major Products/Services Lines Domestic Company-owned North America franchising North America International All others Total Company-owned restaurant sales $ 708,389 $ — $ — $ — $ — $ 708,389 Franchise royalties and fees — 141,521 — 49,422 — 190,943 Commissary sales — — 1,087,204 80,481 — 1,167,685 Other revenues — — — 28,779 298,282 327,061 Eliminations — (4,122) (217,570) — (70,283) (291,975) Total segment revenues 708,389 137,399 869,634 158,682 227,999 2,102,103 International other revenues (a) — — — (28,779) 28,779 — Total revenues $ 708,389 $ 137,399 $ 869,634 $ 129,903 $ 256,778 $ 2,102,103 Reportable Segments (In thousands) Year Ended December 26, 2021 Major Products/Services Lines Domestic Company-owned North America franchising North America International All others Total Company-owned restaurant sales $ 778,323 $ — $ — $ — $ — $ 778,323 Franchise royalties and fees — 133,489 — 53,148 — 186,637 Commissary sales — — 976,698 97,623 — 1,074,321 Other revenues — — — 33,328 290,750 324,078 Eliminations — (4,179) (215,393) — (75,366) (294,938) Total segment revenues 778,323 129,310 761,305 184,099 215,384 2,068,421 International other revenues (a) — — — (33,328) 33,328 — Total revenues $ 778,323 $ 129,310 $ 761,305 $ 150,771 $ 248,712 $ 2,068,421 ______________________________ (a) Other revenues as reported in the Consolidated Statements of Operations include $25.3 million, $28.8 million and $33.3 million of revenue for the years ended December 31, 2023, December 25, 2022, and December 26, 2021 respectively, that are part of the International reporting segment. These amounts include marketing fund contributions and sublease rental income from International franchisees in the UK that provide no significant contribution to income before income taxes but must be reported on a gross basis under accounting requirements. The related expenses for these Other revenues are reported in Other expenses in the Consolidated Statements of Operations. |
Description of Business (Detail
Description of Business (Details) | Dec. 31, 2023 country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which the entity operates | 50 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |||
Mar. 28, 2022 restaurant entity | Dec. 31, 2023 USD ($) restaurant | Dec. 25, 2022 USD ($) restaurant | Dec. 26, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Percentage of domestic restaurants franchised | 85% | |||
Length of fiscal year | 371 days | 364 days | 364 days | |
Franchisee royalty fee percentage for new and existing franchised restaurants | 5% | |||
Term of franchise agreement | 10 years | |||
Advertising and related costs | $ 53,900 | $ 55,200 | $ 61,700 | |
Award vesting period | 3 years | |||
Interest income on franchisee loans | $ 1,100 | 1,300 | 1,900 | |
Depreciation expense | $ 54,300 | 45,600 | 43,000 | |
Deferred costs, maximum amortization period | 5 years | |||
Deferred costs | $ 4,100 | 4,100 | $ 4,100 | |
Unamortized systems development costs | 9,900 | 9,600 | ||
Employee insurance retention limit per occurrence | 500 | |||
Insurance reserve | 56,800 | 67,300 | ||
Insurance reserves recorded in Accrued expenses and other current liabilities | 27,240 | 29,676 | ||
Insurance reserves recorded in Other long-term liabilities | 29,512 | 37,624 | ||
Insurance receivable | $ 34,500 | 38,400 | ||
Number of joint ventures divested | entity | 1 | |||
North America commissaries | ||||
Significant Accounting Policies [Line Items] | ||||
Accounts receivable threshold past due | 30 days | |||
Prepaid expenses and other current assets | ||||
Significant Accounting Policies [Line Items] | ||||
Insurance receivable | $ 16,800 | 17,000 | ||
Other assets | ||||
Significant Accounting Policies [Line Items] | ||||
Insurance receivable | $ 17,800 | $ 21,400 | ||
Technology and communication | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years | |||
Corporate joint venture | ||||
Significant Accounting Policies [Line Items] | ||||
Number of restaurants | restaurant | 98 | 98 | ||
Corporate joint venture | Disposal group, disposed of by sale, not discontinued operations | ||||
Significant Accounting Policies [Line Items] | ||||
Ownership percentage in divested joint venture | 51% | |||
Number of restaurants divested | restaurant | 90 | 90 | ||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization term of equipment incentives | 3 years | |||
Minimum | Restaurant, commissary and other equipment | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years | |||
Minimum | Buildings and improvements | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 20 years | |||
Minimum | Leasehold improvements | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization term of equipment incentives | 5 years | |||
Maximum | Restaurant, commissary and other equipment | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 10 years | |||
Maximum | Buildings and improvements | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 40 years | |||
Maximum | Leasehold improvements | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 10 years | |||
Papa Dough Rewards | ||||
Significant Accounting Policies [Line Items] | ||||
Customer inactivity period that triggers expiration of rewards program | 1 year | |||
Expiration window of rewards program | 6 months | |||
Area development fees | ||||
Significant Accounting Policies [Line Items] | ||||
Term of franchise agreement | 10 years |
Leases - Lease Terms (Details)
Leases - Lease Terms (Details) | 12 Months Ended |
Dec. 31, 2023 renewal_option | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 15 years |
Domestic Company-owned restaurants | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 5 years |
Number of operating lease renewals | 1 |
UK Company-owned and franchise-owned restaurants | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 15 years |
Domestic commissary locations | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 10 years |
Number of operating lease renewals | 1 |
Domestic and International tractors and trailers | Minimum | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 5 years |
Domestic and International tractors and trailers | Maximum | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 7 years |
Domestic and International commissary and office equipment | Minimum | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 3 years |
Domestic and International commissary and office equipment | Maximum | |
Lessee, Lease, Description [Line Items] | |
Average lease term on owned restaurants | 5 years |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Assets | ||
Finance lease assets, net | $ 31,740 | $ 24,941 |
Operating lease assets, net | 164,158 | 172,425 |
Total lease assets | 195,898 | 197,366 |
Liabilities | ||
Current finance lease liabilities | 9,029 | 6,850 |
Current operating lease liabilities | 24,076 | 23,418 |
Noncurrent finance lease liabilities | 24,144 | 19,022 |
Noncurrent operating lease liabilities | 151,050 | 160,905 |
Total lease liabilities | $ 208,299 | $ 210,195 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Finance lease: | |||
Amortization of right-of-use assets | $ 8,949 | $ 5,704 | $ 4,980 |
Interest on lease liabilities | 1,542 | 1,029 | 1,140 |
Operating lease: | |||
Operating lease cost | 41,514 | 42,815 | 43,072 |
Short-term lease cost | 4,239 | 4,171 | 2,032 |
Variable lease cost | 10,005 | 9,129 | 8,572 |
Total lease costs | 66,249 | 62,848 | 59,796 |
Sublease income | (9,842) | (11,654) | (12,039) |
Total lease costs, net of sublease income | $ 56,407 | $ 51,194 | $ 47,757 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finance Lease Costs | |
2024 | $ 10,266 |
2025 | 8,616 |
2026 | 7,588 |
2027 | 5,550 |
2028 | 2,610 |
Thereafter | 1,970 |
Total future minimum lease payments | 36,600 |
Less imputed interest | (3,427) |
Total present value of lease liabilities | 33,173 |
Operating Lease Costs | |
2024 | 31,274 |
2025 | 35,153 |
2026 | 31,254 |
2027 | 25,418 |
2028 | 19,903 |
Thereafter | 78,136 |
Total future minimum lease payments | 221,138 |
Less imputed interest | (46,012) |
Total present value of lease liabilities | 175,126 |
Expected Sublease Income | |
2024 | 8,318 |
2025 | 7,949 |
2026 | 7,229 |
2027 | 6,565 |
2028 | 5,990 |
Thereafter | 27,945 |
Total future minimum lease payments | $ 63,996 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) lease restaurant | Dec. 25, 2022 USD ($) | Dec. 26, 2021 USD ($) | |
Lessor, Lease, Description [Line Items] | |||
Number of units leased and subleased | restaurant | 322 | ||
Initial lease terms on franchised sites | 15 years | ||
Sublease income | $ 9,842 | $ 11,654 | $ 12,039 |
Number of domestic leases for which the Company is contingently liable | lease | 48 | ||
Estimated maximum amount of undiscounted payments in the event of nonpayment by primary lessees | $ 7,300 | ||
Minimum | |||
Lessor, Lease, Description [Line Items] | |||
Initial term of franchise subleases | 5 years | ||
Maximum | |||
Lessor, Lease, Description [Line Items] | |||
Initial term of franchise subleases | 10 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 1,542 | $ 1,029 | $ 1,140 |
Financing cash flows from finance leases | 8,821 | 5,416 | 4,566 |
Operating cash flows from operating leases | 37,814 | 35,573 | 38,530 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 16,734 | 9,875 | 9,486 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 24,380 | 53,869 | 64,420 |
Cash received from sublease income | $ 8,855 | $ 10,847 | $ 11,597 |
Weighted-average remaining lease term (in years): | |||
Finance leases | 4 years 3 months 18 days | 4 years 5 months 4 days | 4 years 6 months 3 days |
Operating leases | 7 years 9 months 21 days | 8 years 5 months 8 days | 8 years 3 months 18 days |
Weighted-average discount rate: | |||
Finance leases | 4.87% | 4.59% | 5.08% |
Operating leases | 5.62% | 5.63% | 6.20% |
Papa John's Marketing Fund, I_3
Papa John's Marketing Fund, Inc. (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 40,587 | $ 47,373 |
Accounts receivable, net | 104,244 | 102,533 |
Prepaid expenses and other current assets | 42,285 | 44,123 |
Total current assets | 231,018 | 251,039 |
Total assets | 875,005 | 864,227 |
Current liabilities: | ||
Accounts payable | 74,949 | 62,316 |
Accrued expenses and other current liabilities | 158,167 | 142,535 |
Current deferred revenue | 20,427 | 21,272 |
Total current liabilities | 304,596 | 265,157 |
Deferred revenue | 20,366 | 23,204 |
Total liabilities | 1,317,770 | 1,133,674 |
Papa John's Marketing Fund Inc. | ||
Current assets: | ||
Cash and cash equivalents | 5,494 | 17,174 |
Accounts receivable, net | 18,026 | 14,780 |
Prepaid expenses and other current assets | 2,223 | 1,815 |
Total current assets | 25,743 | 33,769 |
Deferred income taxes | 674 | 655 |
Total assets | 26,417 | 34,424 |
Current liabilities: | ||
Accounts payable | 1,509 | 12,428 |
Accrued expenses and other current liabilities | 22,245 | 17,936 |
Current deferred revenue | 4,327 | 4,395 |
Total current liabilities | 28,081 | 34,759 |
Deferred revenue | 2,627 | 2,503 |
Total liabilities | $ 30,708 | $ 37,262 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized related to deferred revenue | $ 34,500 | $ 33,400 |
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 44,476 | |
Ending balance | 40,793 | 44,476 |
Change | (3,683) | |
Contract assets | 7,900 | 6,200 |
Amortization expense related to contract assets | 3,900 | 3,400 |
Franchise fee liabilities | ||
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 23,836 | |
Ending balance | 20,564 | 23,836 |
Change | (3,272) | |
Unredeemed gift card liabilities | ||
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 6,874 | |
Ending balance | 6,955 | 6,874 |
Change | 81 | |
Customer loyalty program obligations | ||
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 13,766 | |
Ending balance | 13,274 | $ 13,766 |
Change | $ (492) |
Revenue Recognition - Transacti
Revenue Recognition - Transaction Price Allocated to Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities | $ 40,793 | $ 44,476 |
Franchise fees | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | 17,400 | |
Contract liabilities | 20,564 | $ 23,836 |
Franchise fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 2,746 | |
Remaining performance obligation period | 1 year | |
Franchise fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-30 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 2,628 | |
Remaining performance obligation period | 1 year | |
Franchise fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-12-29 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 2,463 | |
Remaining performance obligation period | 1 year | |
Franchise fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-12-28 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 2,254 | |
Remaining performance obligation period | 1 year | |
Franchise fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-12-27 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 2,004 | |
Remaining performance obligation period | 1 year | |
Franchise fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 5,305 | |
Remaining performance obligation period | ||
Area development fees | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities | $ 3,200 |
Stockholders_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |||||||||||
Feb. 23, 2024 | Jan. 30, 2024 | Mar. 01, 2023 | Jun. 03, 2021 | May 11, 2021 | Feb. 22, 2024 | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | Oct. 28, 2021 | Dec. 27, 2020 | Nov. 04, 2020 | ||
Class of Stock [Line Items] | |||||||||||||
Common stock authorized (in shares) | 100,000,000 | 100,000,000 | |||||||||||
Common stock outstanding (in shares) | 32,500,000 | 34,700,000 | |||||||||||
Stock repurchase program, remaining authorized amount | $ 90,160 | $ 299,800 | $ 424,800 | ||||||||||
Shares repurchased (in shares) | 2,523,000 | 1,343,000 | 594,000 | ||||||||||
Price for shares repurchased (in dollars per share) | $ 83.10 | $ 93.07 | $ 121.96 | ||||||||||
Aggregate cost of shares purchased | $ 212,444 | [1] | $ 125,000 | $ 72,499 | |||||||||
Common stock dividends paid | $ 58,451 | $ 54,767 | $ 40,356 | ||||||||||
Dividends declared per common share (in dollars per share) | $ 1.76 | $ 1.54 | $ 1.15 | ||||||||||
Dividends declared on common stock | $ 58,806 | ||||||||||||
Preferred stock authorized (in shares) | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock shares issued (in shares) | 0 | 0 | |||||||||||
Preferred stock outstanding (in shares) | 0 | 0 | |||||||||||
Dividends on redemption of Series B Convertible Preferred Stock | $ 0 | $ 0 | $ 109,852 | ||||||||||
Series B Convertible Preferred Stock, shares issued (in shares) | 0 | 0 | |||||||||||
Series B Convertible Preferred Stock, shares outstanding (in shares) | 0 | 0 | |||||||||||
Series B Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock "pass-through" dividends paid | 1,100 | ||||||||||||
Preferred stock dividends paid | $ 3,000 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock outstanding (in shares) | 32,488,000 | 34,736,000 | 35,797,000 | 32,545,000 | |||||||||
Shares repurchased (in shares) | 2,523,000 | [1] | 1,343,000 | 594,000 | |||||||||
Common stock dividends paid | $ 54,800 | $ 40,400 | |||||||||||
Starboard Value LP | Related Party | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares repurchased (in shares) | 2,176,928 | ||||||||||||
Price for shares repurchased (in dollars per share) | $ 82.52 | ||||||||||||
Aggregate cost of shares purchased | $ 179,600 | ||||||||||||
Subsequent event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock dividends paid | $ 15,100 | ||||||||||||
Dividends declared per common share (in dollars per share) | $ 0.46 | ||||||||||||
Dividends declared on common stock | $ 15,100 | ||||||||||||
Common stock repurchase program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 425,000 | $ 75,000 | |||||||||||
Common stock repurchase program | Subsequent event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock repurchased (in shares) | 0 | ||||||||||||
Stock repurchase program, remaining authorized amount | $ 90,200 | ||||||||||||
Starboard share repurchase agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Series B Preferred stock repurchased during period (in shares) | 78,387 | ||||||||||||
Series B Convertible Preferred Stock, par value (in dollars per share) | $ 0.01 | ||||||||||||
Series B preferred stock converted into common stock (in shares) | 171,613 | ||||||||||||
Shares issued (in shares) | 3,458,360 | ||||||||||||
Franchisee Investors repurchase program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Series B preferred stock converted into common stock (in shares) | 1,530 | ||||||||||||
Shares issued (in shares) | 30,769 | ||||||||||||
Franchisee Investors repurchase program | Series B Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock repurchased (in shares) | 1,000 | ||||||||||||
Starboard and Franchisee share repurchase program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends declared on common stock | $ 1,500 | ||||||||||||
Cash payment for repurchase and conversion process | $ 188,600 | ||||||||||||
Dividends on redemption of Series B Convertible Preferred Stock | $ 109,900 | ||||||||||||
Dividends on redemption of Series B Preferred Stock (in dollars per share) | $ 3.10 | ||||||||||||
[1]Acquisition of Company common stock for the year ended December 31, 2023 includes $2,804 of transaction costs directly attributable to share repurchases, including a 1% excise tax incurred under the Inflation Reduction Act of 2022. |
Stockholders_ Deficit - Repurch
Stockholders’ Deficit - Repurchase activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Equity [Abstract] | |||
Total Number of Shares Purchased (in shares) | 2,523 | 1,343 | 594 |
Average Price Paid per Share (in dollars per share) | $ 83.10 | $ 93.07 | $ 121.96 |
Aggregate Cost of Shares Purchased | $ 209,640 | $ 125,000 | $ 72,499 |
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | 90,160 | $ 299,800 | $ 424,800 |
Transaction costs on share repurchases | 2,804 | ||
Transaction costs on share repurchases classified as non-cash financing activities | $ 2,100 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Basic earnings per common share | |||
Net income attributable to the Company | $ 82,098 | $ 67,772 | $ 120,016 |
Dividends on redemption of Series B Convertible Preferred Stock | 0 | 0 | (109,852) |
Dividends paid to participating securities | 0 | (306) | (6,091) |
Net income attributable to participating securities | 0 | (104) | 0 |
Net income attributable to common shareholders | $ 82,098 | $ 67,362 | $ 4,073 |
Basic weighted average common shares outstanding (in shares) | 32,931,000 | 35,497,000 | 35,007,000 |
Basic earnings per common share (in dollars per share) | $ 2.49 | $ 1.90 | $ 0.12 |
Diluted earnings per common share | |||
Net income attributable to common shareholders | $ 82,098 | $ 67,362 | $ 4,073 |
Weighted average common shares outstanding (in shares) | 32,931,000 | 35,497,000 | 35,007,000 |
Dilutive effect of outstanding equity awards (in shares) | 228,000 | 220,000 | 330,000 |
Diluted weighted average common shares outstanding (in shares) | 33,159,000 | 35,717,000 | 35,337,000 |
Diluted earnings per common share (in dollars per share) | $ 2.48 | $ 1.89 | $ 0.12 |
Antidilutive awards excluded from computation of earnings per share (in shares) | 194,846 | 0 | 0 |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair value, recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Level 1 | ||
Financial assets: | ||
Cash surrender value of life insurance policies | $ 29,449 | $ 30,120 |
Interest rate swaps | 0 | 0 |
Financial liabilities: | ||
Interest rate swaps | 0 | |
Level 2 | ||
Financial assets: | ||
Cash surrender value of life insurance policies | 0 | 0 |
Interest rate swaps | 107 | 986 |
Financial liabilities: | ||
Interest rate swaps | 483 | |
Level 3 | ||
Financial assets: | ||
Cash surrender value of life insurance policies | 0 | 0 |
Interest rate swaps | 0 | 0 |
Financial liabilities: | ||
Interest rate swaps | 0 | |
Carrying Value | ||
Financial assets: | ||
Cash surrender value of life insurance policies | 29,449 | 30,120 |
Interest rate swaps | 107 | $ 986 |
Financial liabilities: | ||
Interest rate swaps | $ 483 |
Fair Value Measurements and D_4
Fair Value Measurements and Disclosures - Fair Value Disclosures (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Sep. 14, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfers among levels within the fair value hierarchy | $ 0 | $ 0 | |
Senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 3.875% | 3.875% | |
Senior notes | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
3.875% Senior Notes | $ 400,000,000 | 400,000,000 | |
Senior notes | Fair value, recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
3.875% Senior Notes | $ 352,500,000 | $ 339,500,000 |
Noncontrolling Interests - Narr
Noncontrolling Interests - Narrative (Details) | 12 Months Ended | ||
Mar. 28, 2022 restaurant entity | Dec. 25, 2022 restaurant entity | Dec. 31, 2023 restaurant entity | |
Noncontrolling Interest [Line Items] | |||
Number of joint ventures | entity | 3 | 3 | |
Number of joint ventures divested | entity | 1 | ||
Corporate joint venture | |||
Noncontrolling Interest [Line Items] | |||
Number of restaurants | restaurant | 98 | 98 | |
Corporate joint venture | Disposal group, disposed of by sale, not discontinued operations | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage in divested joint venture | 51% | ||
Number of restaurants divested | restaurant | 90 | 90 |
Noncontrolling Interests - Net
Noncontrolling Interests - Net Income Attributable to Joint Ventures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests | $ 198 | $ 574 | $ 2,609 |
Nonredeemable noncontrolling interests | 503 | 1,003 | 2,330 |
Net income attributable to the Company | 82,098 | 67,772 | 120,016 |
Corporate joint venture | |||
Noncontrolling Interest [Line Items] | |||
Papa John’s International, Inc. | 1,672 | 3,136 | 8,457 |
Redeemable noncontrolling interests | 198 | 574 | 2,609 |
Nonredeemable noncontrolling interests | 503 | 1,003 | 2,330 |
Net income attributable to the Company | $ 2,373 | $ 4,713 | $ 13,396 |
Noncontrolling Interests - Chan
Noncontrolling Interests - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | $ 1,217 | ||
Net income | 198 | $ 574 | $ 2,609 |
Ending balance | 851 | 1,217 | |
Corporate joint venture | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | 1,217 | 5,498 | |
Net income | 198 | 574 | 2,609 |
Distributions | (564) | (4,855) | |
Ending balance | $ 851 | $ 1,217 | $ 5,498 |
Allowance For Credit Losses (De
Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 27, 2022 | Dec. 25, 2022 | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Accounts Receivable | ||||||
Current period provision for expected credit losses, net | $ 5,393 | $ 20,539 | $ (852) | |||
Russia | ||||||
Notes Receivable | ||||||
Non-cash reserves for accounts receivable and notes receivable | $ 14,600 | |||||
UK | ||||||
Notes Receivable | ||||||
Non-cash reserves for accounts receivable and notes receivable | $ 1,700 | $ 3,700 | ||||
Accounts Receivable | ||||||
Accounts Receivable | ||||||
Balance at beginning of period | 2,364 | 6,718 | 2,364 | |||
Current period provision for expected credit losses, net | 3,609 | 6,474 | ||||
Write-offs charged against the allowance | (1,974) | (2,120) | ||||
Balance at end of period | 8,353 | 6,718 | 8,353 | 6,718 | 2,364 | |
Accounts Receivable | Middle East | ||||||
Accounts Receivable | ||||||
Current period provision for expected credit losses, net | 900 | |||||
Notes Receivable | ||||||
Notes Receivable | ||||||
Balance at beginning of period | $ 1,500 | 14,499 | 1,500 | |||
Current period provision for expected credit losses, net | 1,784 | 14,066 | ||||
Write-offs charged against the allowance | (191) | (1,067) | ||||
Balance at end of period | $ 16,092 | $ 14,499 | $ 16,092 | $ 14,499 | $ 1,500 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 12 Months Ended | |||
Mar. 28, 2022 USD ($) restaurant | Dec. 31, 2023 USD ($) restaurant | Dec. 25, 2022 USD ($) restaurant | Oct. 22, 2023 USD ($) | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 70,616 | $ 80,632 | ||
Acquisitions | 5,376 | 1,161 | ||
Divestitures | (436) | (9,908) | ||
Foreign currency adjustments | 650 | (1,269) | ||
Ending balance | 76,206 | $ 70,616 | ||
Number of stores acquired | restaurant | 2 | |||
Disposal group, disposed of by sale, not discontinued operations | ||||
Goodwill [Roll Forward] | ||||
Divestitures | $ (9,900) | |||
Disposal group, disposed of by sale, not discontinued operations | Preferred Marketing Solutions | ||||
Goodwill [Roll Forward] | ||||
Goodwill of sold operations | $ 400 | |||
Disposal group, disposed of by sale, not discontinued operations | Corporate joint venture | ||||
Goodwill [Roll Forward] | ||||
Ownership percentage in divested joint venture | 51% | |||
Number of restaurants divested | restaurant | 90 | 90 | ||
UK franchisee acquisitions | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 4,300 | |||
Domestic restaurant acquisitions | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | $ 1,100 | |||
Number of stores acquired | restaurant | 10 | |||
Domestic Company-owned restaurants | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | $ 55,507 | $ 64,254 | ||
Acquisitions | 1,102 | 1,161 | ||
Divestitures | 0 | (9,908) | ||
Foreign currency adjustments | 0 | 0 | ||
Ending balance | 56,609 | 55,507 | ||
International | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 14,673 | 15,942 | ||
Acquisitions | 4,274 | 0 | ||
Divestitures | 0 | 0 | ||
Foreign currency adjustments | 650 | (1,269) | ||
Ending balance | 19,597 | 14,673 | ||
All others | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 436 | 436 | ||
Acquisitions | 0 | 0 | ||
Divestitures | (436) | 0 | ||
Foreign currency adjustments | 0 | 0 | ||
Ending balance | $ 0 | $ 436 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Debt Instrument [Line Items] | ||
Outstanding debt | $ 764,000 | $ 605,000 |
Unamortized debt issuance costs | (6,578) | (7,931) |
Total long-term debt, net | 757,422 | 597,069 |
Revolving facilities | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 364,000 | 205,000 |
Senior notes | ||
Debt Instrument [Line Items] | ||
Outstanding debt | $ 400,000 | $ 400,000 |
Debt - Debt Narrative (Details)
Debt - Debt Narrative (Details) | 12 Months Ended | |||||
Sep. 30, 2023 USD ($) | May 30, 2023 | Sep. 14, 2021 USD ($) qtr | Dec. 31, 2023 USD ($) | Dec. 25, 2022 USD ($) | Sep. 30, 2015 USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Outstanding debt | $ 764,000,000 | $ 605,000,000 | ||||
Revolving facilities | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding debt | $ 364,000,000 | 205,000,000 | ||||
Senior notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Face amount | $ 400,000,000 | |||||
Interest rate | 3.875% | 3.875% | ||||
Unamortized debt issuance costs | $ 7,100,000 | |||||
Outstanding debt | $ 400,000,000 | 400,000,000 | ||||
Senior notes | Redemption up to 40% at any time prior to September 15, 2024 with net cash proceeds from certain equity offerings | ||||||
Line of Credit Facility [Line Items] | ||||||
Redemption price percentage | 103.875% | |||||
Senior notes | Redemption at any time prior to September 15, 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Redemption price percentage | 100% | |||||
Senior notes | Minimum | Redemption at any time on or after September 15, 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Redemption price percentage | 0.97% | |||||
Senior notes | Maximum | Redemption at any time on or after September 15, 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Redemption price percentage | 1.94% | |||||
Senior notes | Maximum | Redemption up to 40% at any time prior to September 15, 2024 with net cash proceeds from certain equity offerings | ||||||
Line of Credit Facility [Line Items] | ||||||
Redemption percentage | 40% | |||||
PJI Facilities | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | |||||
Debt issuance costs | $ 2,100,000 | |||||
Line of credit facility, remaining availability | 236,000,000 | |||||
Additional amount that company has option to increase borrowing capacity | 500,000,000 | |||||
Number of quarters in interest margin period | qtr | 4 | |||||
PJI Facilities | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin rate on debt | 0.10% | 1% | ||||
PJI Facilities | Federal funds rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin rate on debt | 0.50% | |||||
PJI Facilities | Swingline loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | |||||
PJI Facilities | Letter of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 80,000,000 | |||||
PJI Facilities | Revolving facilities | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | |||||
PJI Facilities | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Percentage of commitment fee on unused credit facility | 0.18% | |||||
PJI Facilities | Minimum | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin rate on debt | 1.25% | |||||
PJI Facilities | Minimum | Base rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin rate on debt | 0.25% | |||||
PJI Facilities | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Percentage of commitment fee on unused credit facility | 0.30% | |||||
PJI Facilities | Maximum | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin rate on debt | 2% | |||||
PJI Facilities | Maximum | Base rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin rate on debt | 1% | |||||
Amendment to Credit Agreement | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest coverage ratio | 2 | |||||
Amendment to Credit Agreement | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Leverage Ratio | 5.25 | |||||
Increase to leverage ratio | 0.50 | |||||
PJMF Revolving Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | $ 20,000,000 | ||||
Outstanding debt | $ 0 | |||||
PJMF Revolving Facility | One-month SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin rate on debt | 1.975% |
Debt - Derivative Narrative (De
Debt - Derivative Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | Jun. 23, 2023 | Apr. 30, 2023 | ||
Debt Instrument [Line Items] | ||||||
Other comprehensive income (loss) before tax recognized for interest rate swaps | [1] | $ 1,453 | $ 4,757 | $ 6,848 | ||
Other comprehensive income (loss) after tax recognized for interest rate swaps | 1,100 | 3,700 | 5,300 | |||
Interest paid, including payments made or received under the swaps | 37,300 | $ 24,400 | $ 13,400 | |||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Portion of derivative liability that would be reclassified into earnings | 400 | |||||
Interest Rate Swap | Net interest expense | ||||||
Debt Instrument [Line Items] | ||||||
Portion of derivative liability that would be reclassified into earnings | $ 100 | |||||
Estimate of period of time over which portion of derivative liability would be reclassified into earnings | 12 months | |||||
Interest Rate Swap | Designated as Hedging Instrument | ||||||
Debt Instrument [Line Items] | ||||||
Notional value | $ 100,000 | $ 100,000 | $ 125,000 | |||
[1] Amounts reclassified out of accumulated other comprehensive loss into interest expense included $173, ($2,384) and ($5,965) for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. |
Debt - Notional Amounts of Deri
Debt - Notional Amounts of Derivatives (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Dec. 31, 2023 | Jun. 23, 2023 | Apr. 30, 2023 |
Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Notional value, floating rate debt | $ 100 | $ 100 | $ 125 |
Interest rate swap one | |||
Debt Instrument [Line Items] | |||
Notional value, floating rate debt | $ 50 | ||
Fixed Rates | 4.55% | ||
Interest rate swap two | |||
Debt Instrument [Line Items] | |||
Notional value, floating rate debt | $ 50 | ||
Fixed Rates | 4.55% |
Debt - Location and Amount of D
Debt - Location and Amount of Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 107 | $ 986 |
Derivative liabilities | $ 483 | $ 0 |
Debt - Effect of Derivatives on
Debt - Effect of Derivatives on the Financial Statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net Interest Expense on Consolidated Statements of Operations | $ (43,469) | $ (25,261) | $ (17,293) |
Net interest expense | Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in AOCL on Derivative | 1,125 | 3,663 | 5,273 |
Net interest expense | Interest Rate Swap | Reclassification out of Accumulated Other Comprehensive Loss | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Loss) or Gain Reclassified from AOCL into Income | $ 173 | $ (2,384) | $ (5,965) |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 842,691 | $ 790,293 | |
Accumulated depreciation and amortization | (559,879) | (540,500) | $ (526,238) |
Property and equipment, net | 282,812 | 249,793 | $ 223,856 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 28,584 | 31,679 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 91,448 | 91,462 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 154,441 | 136,095 | |
Equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 542,608 | 498,792 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 25,610 | $ 32,265 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Payables and Accruals [Abstract] | ||
Marketing | $ 37,628 | $ 36,858 |
Salaries, benefits and bonuses | 36,491 | 21,934 |
Insurance reserves, current | 27,240 | 29,676 |
Purchases | 24,198 | 13,789 |
Interest accrual | 8,167 | 5,235 |
Litigation accrual | 5,000 | 15,000 |
Other | 19,443 | 20,043 |
Total | $ 158,167 | $ 142,535 |
Other Long-term Liabilities (De
Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Insurance reserves | $ 29,512 | $ 37,624 |
Deferred compensation plan | 28,342 | 28,285 |
Other | 2,338 | 2,408 |
Total | $ 60,192 | $ 68,317 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | General and administrative expenses | General and administrative expenses | |
International Transformation Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring related/ corporate reorganization costs | $ 2,178,000 | ||
International Transformation Plan | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Estimated pre-tax restructuring costs | 3,000,000 | ||
International Transformation Plan | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Estimated pre-tax restructuring costs | 6,000,000 | ||
Strategic Corporate Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring related/ corporate reorganization costs | $ 0 | $ 0 | $ 13,094,000 |
Restructuring - Summary of Cost
Restructuring - Summary of Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
International Transformation Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | $ 2,178,000 | ||
International Transformation Plan | Total international transformation costs | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 2,199,000 | ||
International Transformation Plan | Employee severance | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 1,522,000 | ||
International Transformation Plan | Professional services | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 527,000 | ||
International Transformation Plan | Recruiting | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 150,000 | ||
International Transformation Plan | Stock-based compensation forfeitures on unvested awards | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 21,000 | ||
Strategic Corporate Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | $ 0 | $ 0 | $ 13,094,000 |
Strategic Corporate Reorganization | Employee severance and other employee transition costs | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 5,429,000 | ||
Strategic Corporate Reorganization | Recruiting and professional fees | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 3,815,000 | ||
Strategic Corporate Reorganization | Relocation costs | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | 3,100,000 | ||
Strategic Corporate Reorganization | Other costs | |||
Restructuring Cost and Reserve [Line Items] | |||
International transformation costs/ Strategic corporate reorganization costs | $ 750,000 |
Restructuring - Change in Balan
Restructuring - Change in Balance in Accrued Expenses (Details) - International Transformation Plan $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Total international transformation costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Charges | 2,199 |
Payments | (416) |
Ending balance | 1,783 |
Employee severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 1,522 |
Payments | (295) |
Ending balance | 1,227 |
Professional services | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 527 |
Payments | 0 |
Ending balance | 527 |
Recruiting | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 150 |
Payments | (121) |
Ending balance | $ 29 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic income | $ 91,218 | $ 65,434 | $ 115,221 |
Foreign income | 12,455 | 18,335 | 35,727 |
Income before income taxes | $ 103,673 | $ 83,769 | $ 150,948 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Foreign income subject to foreign withholding taxes | $ 24,100 | $ 23,600 | $ 22,400 |
Net operating loss carryovers | 10,300 | 10,200 | |
Valuation allowance related to net operating losses | 10,300 | 10,200 | |
Foreign tax credit carryforwards | $ 23,888 | 20,198 | |
Expiration term of foreign tax credit carryforwards | 10 years | ||
Valuation allowance | $ 37,609 | 32,052 | 28,598 |
Cash paid for income taxes | 12,500 | 11,700 | 32,600 |
Unrecognized tax benefits | 1,058 | 1,162 | $ 896 |
Accrued interest and penalties related to unrecognized tax benefits | 100 | 100 | |
Foreign tax credit carryforwards | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 23,900 | 20,200 | |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryovers | 4,600 | 2,200 | |
Foreign | Net Operating Losses, Capital Losses and Deferred Tax Assets | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 2,700 | 1,200 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets related to income tax credit carryforwards | 3,000 | 2,000 | |
Valuation allowance against deferred tax asset related to income tax credit carryforwards | $ 700 | $ 500 |
Income Taxes - Summary of Expen
Income Taxes - Summary of Expense (Benefit) for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Current: | |||
Federal | $ 20,742 | $ 3,496 | $ 10,591 |
Foreign | 3,916 | 5,335 | 8,812 |
State and local | 2,207 | 2,791 | 2,837 |
Deferred: | |||
Federal | (4,115) | 4,243 | 2,430 |
Foreign | (558) | (1,152) | 769 |
State and local | (1,318) | (293) | 554 |
Total income tax expense | $ 20,874 | $ 14,420 | $ 25,993 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Income Tax Expense (Benefit) | |||
Tax at U.S. federal statutory rate | $ 21,771 | $ 17,591 | $ 31,699 |
State and local income taxes | 1,866 | 1,422 | 2,317 |
Foreign income taxes | 5,159 | 4,672 | 9,144 |
Income of consolidated partnerships attributable to noncontrolling interests | (159) | (355) | (1,110) |
Non-qualified deferred compensation plan expense (income) | (752) | 1,278 | (911) |
Excess tax (benefits) on equity awards | (539) | (3,902) | (3,697) |
Tax credits | (7,003) | (8,981) | (8,830) |
Non-deductible executive compensation | 1,341 | 2,450 | 2,636 |
Foreign-derived intangible income | (1,263) | (1,452) | (1,519) |
US deferred offset on foreign deferreds | 270 | 1,183 | 238 |
Other | 183 | 514 | (3,974) |
Total income tax expense | $ 20,874 | $ 14,420 | $ 25,993 |
Income Tax Rate | |||
Tax at U.S. federal statutory rate | 21% | 21% | 21% |
State and local income taxes | 1.80% | 1.70% | 1.50% |
Foreign income taxes | 4.90% | 5.60% | 6.10% |
Income of consolidated partnerships attributable to noncontrolling interests | (0.20%) | (0.40%) | (0.70%) |
Non-qualified deferred compensation plan expense (income) | (0.70%) | 1.50% | (0.60%) |
Excess tax (benefits) on equity awards | (0.50%) | (4.70%) | (2.50%) |
Tax credits | (6.80%) | (10.70%) | (5.90%) |
Non-deductible executive compensation | 1.30% | 2.90% | 1.70% |
Foreign-derived intangible income | (1.20%) | (1.70%) | (1.00%) |
US deferred offset on foreign deferreds | 0.30% | 1.40% | 0.20% |
Other | 0.20% | 0.60% | (2.60%) |
Total | 20.10% | 17.20% | 17.20% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 |
Deferred tax assets | |||
Accrued liabilities | $ 12,735 | $ 17,424 | |
Accrued bonuses | 2,284 | 351 | |
Other liabilities and asset reserves | 15,315 | 14,607 | |
Equity awards | 7,988 | 7,905 | |
Lease liabilities | 45,550 | 45,646 | |
Other | 2,825 | 2,904 | |
Net operating losses | 13,759 | 11,738 | |
Foreign tax credit carryforwards | 23,888 | 20,198 | |
Total deferred tax assets | 124,344 | 120,773 | |
Valuation allowances | (37,609) | (32,052) | $ (28,598) |
Total deferred tax assets, net of valuation allowances | 86,735 | 88,721 | |
Deferred tax liabilities | |||
Deferred expenses | (5,719) | (5,756) | |
Accelerated depreciation | (23,012) | (31,098) | |
Goodwill | (7,881) | (7,690) | |
Right-of-use assets | (41,513) | (41,892) | |
Other | (1,071) | (365) | |
Total deferred tax liabilities | (79,196) | (86,801) | |
Net deferred tax assets | $ 7,539 | $ 1,920 |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance on Deferred Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Valuation Allowance on Deferred Tax Rollforward [Roll Forward] | ||
Beginning balance | $ 32,052 | $ 28,598 |
Charged to costs and expenses | 5,470 | 3,454 |
Other | 87 | |
Ending balance | $ 37,609 | $ 32,052 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 1,162 | $ 896 |
Additions for tax positions of prior years | 217 | 331 |
Reductions for tax positions of prior years | (321) | (65) |
Ending balance | $ 1,058 | $ 1,162 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | 24 Months Ended | 36 Months Ended | ||||||||||
Mar. 01, 2023 USD ($) $ / shares shares | Mar. 15, 2022 USD ($) shares | Jul. 29, 2021 USD ($) | Jul. 29, 2021 CAD ($) | Mar. 15, 2019 shares | Dec. 29, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 25, 2022 USD ($) $ / shares shares | Dec. 26, 2021 USD ($) $ / shares shares | Dec. 29, 2024 USD ($) | Mar. 14, 2025 USD ($) | Mar. 14, 2022 USD ($) | ||
Related Party Transaction [Line Items] | |||||||||||||
Shares repurchased (in shares) | shares | 2,523,000 | 1,343,000 | 594,000 | ||||||||||
Price for shares repurchased (in dollars per share) | $ / shares | $ 83.10 | $ 93.07 | $ 121.96 | ||||||||||
Aggregate cost of shares purchased | $ 212,444,000 | [1] | $ 125,000,000 | $ 72,499,000 | |||||||||
Mr. Shaquille O'Neal | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash payments | $ 125,000 | $ 4,100,000 | |||||||||||
Period of related party agreement | 3 years | 3 years | |||||||||||
Related party restricted stock units granted (in shares) | shares | 55,898 | 87,136 | |||||||||||
Royalty fee payable per each co-branded pizza sold | $ 0.20 | ||||||||||||
Period of extension of related party agreement | 1 year | ||||||||||||
Vest on April 12, 2023 | Mr. Shaquille O'Neal | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party restricted stock units vesting percentage | 33% | ||||||||||||
Related party restricted stock units vesting number (in shares) | shares | 18,632 | ||||||||||||
Vest on March 15, 2024 | Mr. Shaquille O'Neal | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party restricted stock units vesting percentage | 33% | ||||||||||||
Related party restricted stock units vesting number (in shares) | shares | 18,632 | ||||||||||||
Vest on March 15, 2025 | Mr. Shaquille O'Neal | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party restricted stock units vesting percentage | 33% | ||||||||||||
Related party restricted stock units vesting number (in shares) | shares | 18,634 | ||||||||||||
Forecast | Mr. Shaquille O'Neal | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash payments | $ 250,000 | $ 375,000 | $ 5,600,000 | ||||||||||
Related Party | Papa John's Foundation for Building Community | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Donation for every pizza sold in the United States | $ 1 | ||||||||||||
Donation for every pizza sold in Canada | $ 1 | ||||||||||||
Related Party | Starboard Value LP | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares repurchased (in shares) | shares | 2,176,928 | ||||||||||||
Price for shares repurchased (in dollars per share) | $ / shares | $ 82.52 | ||||||||||||
Aggregate cost of shares purchased | $ 179,600,000 | ||||||||||||
[1]Acquisition of Company common stock for the year ended December 31, 2023 includes $2,804 of transaction costs directly attributable to share repurchases, including a 1% excise tax incurred under the Inflation Reduction Act of 2022. |
Litigation, Commitments and C_2
Litigation, Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Apr. 14, 2022 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | ||
Estimated maximum amount of undiscounted payments in the event of nonpayment by primary lessees | $ 7.3 | |
Surety Bonds | ||
Loss Contingencies [Line Items] | ||
Off-balance sheet risk | $ 20.7 | |
Term of guarantor obligation | 1 year | |
Settled Litigation | Papa John’s Employee & Franchise Employee Antitrust Litigation | ||
Loss Contingencies [Line Items] | ||
Settlement amount | $ 5 |
Equity Compensation - Narrative
Equity Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based employee compensation expense | $ 17.9 | $ 18.4 | $ 16.9 |
Unrecognized compensation cost related to nonvested option awards and restricted stock | 18.9 | ||
Unrecognized compensation cost related to nonvested option awards and restricted stock expected to recognize this fiscal year | 12.4 | ||
Unrecognized compensation cost related to nonvested option awards and restricted stock expected to recognize next fiscal year | 5.6 | ||
Unrecognized compensation cost related to nonvested option awards and restricted stock expected to recognize in three years | $ 0.9 | ||
Options exercised (in shares) | 43,000 | 82,000 | 212,000 |
Total intrinsic value of options exercised | $ 1.2 | $ 3.4 | $ 10.1 |
Options granted (in shares) | 0 | 0 | 0 |
Award vesting period | 3 years | ||
Time based restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | 3 years | 3 years |
Awards granted (in shares) | 190,000 | 165,000 | 130,000 |
Dividends declared | $ 0.5 | $ 0.5 | $ 0.4 |
Dividends declared (in dollars per share) | $ 1.76 | $ 1.54 | $ 1.15 |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 14,000 | 69,000 | 11,000 |
Restricted Stock Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | 1 year | 1 year |
Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | 3 years | 3 years |
Performance based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Weighted average grant-date fair value (in dollars per share) | $ 88.43 | $ 113.90 | $ 103.14 |
Performance based restricted stock units | Executive management | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 80,000 | 64,000 | 61,000 |
Omnibus Incentive 2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock authorized for issuance (in shares) | 3,000,000 | ||
Common stock available for future issuance (in shares) | 3,000,000 | ||
Omnibus Incentive 2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock available for future issuance (in shares) | 5,900,000 |
Equity Compensation - Option Ac
Equity Compensation - Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Number of Options | |||
Beginning balance (in shares) | 235 | ||
Exercised (in shares) | (43) | (82) | (212) |
Cancelled (in shares) | (1) | ||
Ending balance (in shares) | 191 | 235 | |
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 56.53 | ||
Exercised (in dollars per share) | 52.56 | ||
Cancelled (in dollars per share) | 70.96 | ||
Ending balance (in dollars per share) | $ 57.35 | $ 56.53 | |
Additional Disclosures | |||
Number of Options, Exercisable (in shares) | 191 | ||
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 57.35 | ||
Weighted Average Remaining Contractual Term, Outstanding | 3 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term, Exercisable | 3 years 7 months 6 days | ||
Aggregate Intrinsic Value, Outstanding | $ 3,681 | ||
Aggregate Intrinsic Value, Exercisable | $ 3,681 |
Equity Compensation - Significa
Equity Compensation - Significant Assumptions Used in Estimating the Fair Value of Performance based Restricted Stock Units Granted (Details) - Performance based restricted stock units | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 4.50% | 1.50% | 0.20% |
Expected volatility | 38.60% | 45% | 48.30% |
Equity Compensation - Restricte
Equity Compensation - Restricted Stock Unit Activity (Details) - Restricted stock shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Beginning balance (in shares) | shares | 518 |
Granted (in shares) | shares | 283 |
Forfeited (in shares) | shares | (92) |
Vested (in shares) | shares | (226) |
Ending balance (in shares) | shares | 483 |
Weighted Average Grant-Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 91.23 |
Granted (in dollars per share) | $ / shares | 84.13 |
Forfeited (in dollars per share) | $ / shares | 95.18 |
Vested (in dollars per share) | $ / shares | 75.88 |
Ending balance (in dollars per share) | $ / shares | $ 93.27 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Retirement Benefits [Abstract] | |||
Deferred compensation assets | $ 29,400 | $ 30,100 | |
Deferred compensation liabilities | $ 28,342 | $ 28,285 | |
Employer discretionary matching contribution percentage to 401(k) plan and non-qualified deferred compensation plan | 4% | 4% | 4% |
Maximum employee contribution percentage eligible for employer match | 6% | ||
Costs of 401(k) plan and non-qualified deferred compensation plan | $ 4,300 | $ 4,400 | $ 3,500 |
Divestitures (Details)
Divestitures (Details) | 3 Months Ended | 12 Months Ended | ||||
Oct. 22, 2023 USD ($) | Mar. 28, 2022 USD ($) restaurant | Jun. 26, 2022 USD ($) | Mar. 27, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 25, 2022 USD ($) restaurant | |
Assets Held for Sale | ||||||
Goodwill allocated to the disposal group | $ 436,000 | $ 9,908,000 | ||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Refranchising and impairment loss | |||||
Impairment of franchise rights | $ 2,800,000 | |||||
Disposal group, disposed of by sale, not discontinued operations | ||||||
Assets Held for Sale | ||||||
Net sale proceeds | $ 14,000,000 | |||||
Non-cash charge | $ 8,400,000 | |||||
Noncontrolling interest | 4,200,000 | |||||
Unearned royalty stream | $ 12,200,000 | |||||
Unearned royalty stream recognition period | 10 years | |||||
Goodwill allocated to the disposal group | $ 9,900,000 | |||||
Disposal group, disposed of by sale, not discontinued operations | Corporate joint venture | ||||||
Assets Held for Sale | ||||||
Ownership percentage in divested joint venture | 51% | |||||
Number of restaurants divested | restaurant | 90 | 90 | ||||
Disposal group, disposed of by sale, not discontinued operations | Preferred Marketing Solutions | ||||||
Assets Held for Sale | ||||||
Upfront consideration | $ 600,000 | |||||
Quarterly royalty payments recognition period | 10 years | |||||
Net assets of sold operations | $ 1,200,000 | |||||
Property and equipment of sold operations | 600,000 | |||||
Goodwill of sold operations | $ 400,000 | |||||
Gain (loss) on sale | $ 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 entity segment | |
Revenue, Major Customer [Line Items] | |
Number of reportable segments | segment | 4 |
Sales | |
Revenue, Major Customer [Line Items] | |
Concentration risk, number | entity | 0 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) $ in Thousands | 12 Months Ended | |||
Mar. 28, 2022 restaurant | Dec. 31, 2023 USD ($) | Dec. 25, 2022 USD ($) restaurant | Dec. 26, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 2,135,713 | $ 2,102,103 | $ 2,068,421 | |
Depreciation and amortization | 64,090 | 52,032 | 48,816 | |
Operating income | 147,142 | 109,030 | 168,241 | |
Property and equipment, gross | 842,691 | 790,293 | ||
Accumulated depreciation and amortization | (559,879) | (540,500) | (526,238) | |
Property and equipment, net | 282,812 | 249,793 | 223,856 | |
Expenditures for property and equipment | 76,620 | 78,391 | 68,559 | |
Refranchising loss | 8,400 | |||
Charge related to the reserve of certain accounts receivable | 5,393 | 20,539 | (852) | |
Expense for non-cash reserves and impairments of reacquired franchise rights | 0 | $ 12,065 | 0 | |
Disposal group, disposed of by sale, not discontinued operations | Corporate joint venture | ||||
Segment Reporting Information [Line Items] | ||||
Number of restaurants divested | restaurant | 90 | 90 | ||
Domestic Company-owned restaurants | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 726,362 | $ 708,389 | 778,323 | |
North America franchising | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 144,550 | 137,399 | 129,310 | |
North America commissaries | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 852,361 | 869,634 | 761,305 | |
International | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 157,187 | 129,903 | 150,771 | |
All others | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 255,253 | 256,778 | 248,712 | |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 2,135,713 | 2,102,103 | 2,068,421 | |
Operating segments | Domestic Company-owned restaurants | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 726,362 | 708,389 | 778,323 | |
Depreciation and amortization | 14,184 | 11,495 | 11,728 | |
Operating income | 33,470 | 15,966 | 49,628 | |
Property and equipment, gross | 257,318 | 238,658 | 241,050 | |
Expenditures for property and equipment | 25,016 | 23,057 | 16,108 | |
Operating segments | North America franchising | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 144,550 | 137,399 | 129,310 | |
Operating income | 133,800 | 127,882 | 120,949 | |
Operating segments | North America commissaries | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 852,361 | 869,634 | 761,305 | |
Depreciation and amortization | 16,046 | 13,299 | 11,974 | |
Operating income | 43,316 | 42,531 | 39,873 | |
Property and equipment, gross | 161,303 | 149,920 | 149,218 | |
Expenditures for property and equipment | 10,654 | 5,729 | 4,007 | |
Operating segments | International | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 182,487 | 158,682 | 184,099 | |
Depreciation and amortization | 3,167 | 1,774 | 2,326 | |
Operating income | 11,766 | 17,891 | 34,896 | |
Property and equipment, gross | 32,083 | 16,080 | 14,642 | |
Expenditures for property and equipment | 6,518 | 5,175 | 1,979 | |
Re-positioning and transaction costs | 4,200 | |||
Costs related to the International restructuring plan | 2,200 | |||
Charge related to the reserve of certain accounts receivable | 900 | |||
Expense for non-cash reserves and impairments of reacquired franchise rights | 3,500 | |||
Charge related to the reserve of certain accounts and notes receivable and operating lease right-of-use assets impairment | 6,100 | |||
Operating segments | International | Severance compensation | ||||
Segment Reporting Information [Line Items] | ||||
Costs related to the International restructuring plan | 1,500 | |||
Operating segments | International | Consulting and professional fees | ||||
Segment Reporting Information [Line Items] | ||||
Costs related to the International restructuring plan | 700 | |||
Operating segments | All others | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 229,953 | 227,999 | 215,384 | |
Depreciation and amortization | 15,572 | 12,681 | 9,928 | |
Operating income | 10,116 | 10,084 | 17,704 | |
Property and equipment, gross | 138,028 | 131,210 | 109,052 | |
Expenditures for property and equipment | 18,664 | 18,296 | 18,645 | |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (281,368) | (291,975) | (294,938) | |
Operating income | 27 | (905) | (695) | |
Eliminations | North America franchising | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (4,267) | (4,122) | (4,179) | |
Eliminations | North America commissaries | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (210,614) | (217,570) | (215,393) | |
Eliminations | All others | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (66,487) | (70,283) | (75,366) | |
Unallocated corporate expenses | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 15,121 | 12,783 | 12,860 | |
Operating income | (85,353) | (104,419) | (94,114) | |
Property and equipment, gross | 253,959 | 254,425 | 236,132 | |
Expenditures for property and equipment | 15,768 | 26,134 | $ 27,820 | |
Severance and related costs | 2,000 | |||
Legal settlements | $ 600 | 15,000 | ||
Advisory fees and severance costs | 1,500 | |||
Unallocated corporate expenses | Notes Receivable | ||||
Segment Reporting Information [Line Items] | ||||
Expense for non-cash reserves and impairments of reacquired franchise rights | $ 13,900 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 2,135,713 | $ 2,102,103 | $ 2,068,421 |
Domestic Company-owned restaurants | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 726,362 | 708,389 | 778,323 |
North America franchising | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 144,550 | 137,399 | 129,310 |
North America commissaries | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 852,361 | 869,634 | 761,305 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 157,187 | 129,903 | 150,771 |
International | International other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | (25,300) | (28,779) | (33,328) |
All others | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 255,253 | 256,778 | 248,712 |
All others | International other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 25,300 | 28,779 | 33,328 |
Operating segments | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 2,135,713 | 2,102,103 | 2,068,421 |
Operating segments | Company-owned Restaurants | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 760,825 | 708,389 | 778,323 |
Operating segments | Franchise fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 199,254 | 190,943 | 186,637 |
Operating segments | Commissary Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,135,262 | 1,167,685 | 1,074,321 |
Operating segments | Other Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 321,740 | 327,061 | 324,078 |
Operating segments | Domestic Company-owned restaurants | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 726,362 | 708,389 | 778,323 |
Operating segments | Domestic Company-owned restaurants | Company-owned Restaurants | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 726,362 | 708,389 | 778,323 |
Operating segments | North America franchising | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 144,550 | 137,399 | 129,310 |
Operating segments | North America franchising | Franchise fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 148,817 | 141,521 | 133,489 |
Operating segments | North America commissaries | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 852,361 | 869,634 | 761,305 |
Operating segments | North America commissaries | Commissary Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,062,975 | 1,087,204 | 976,698 |
Operating segments | International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 182,487 | 158,682 | 184,099 |
Operating segments | International | Company-owned Restaurants | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 34,463 | ||
Operating segments | International | Franchise fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 50,437 | 49,422 | 53,148 |
Operating segments | International | Commissary Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 72,287 | 80,481 | 97,623 |
Operating segments | International | Other Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 25,300 | 28,779 | 33,328 |
Operating segments | All others | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 229,953 | 227,999 | 215,384 |
Operating segments | All others | Other Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 296,440 | 298,282 | 290,750 |
Eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | (281,368) | (291,975) | (294,938) |
Eliminations | North America franchising | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | (4,267) | (4,122) | (4,179) |
Eliminations | North America commissaries | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | (210,614) | (217,570) | (215,393) |
Eliminations | All others | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ (66,487) | $ (70,283) | $ (75,366) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 02, 2023 USD ($) restaurant | Dec. 31, 2023 USD ($) | Sep. 24, 2023 USD ($) restaurant | Dec. 31, 2023 USD ($) restaurant | Dec. 25, 2022 USD ($) restaurant | |
Business Acquisition [Line Items] | |||||
Number of stores acquired | restaurant | 2 | ||||
Goodwill acquired | $ 5,376 | $ 1,161 | |||
UK franchisee acquisitions | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 15,200 | ||||
Acquisition and transition costs | 2,100 | ||||
Noncash purchase consideration | 13,700 | ||||
Property and equipment, net acquired | $ 10,600 | 10,600 | |||
Inventories and other assets acquired | 300 | 300 | |||
Goodwill acquired | $ 4,300 | ||||
Drake food service international, M25 division | |||||
Business Acquisition [Line Items] | |||||
Number of stores acquired | restaurant | 91 | ||||
Total consideration | $ 13,700 | ||||
Third quarter 2023 UK franchisee acquisition | |||||
Business Acquisition [Line Items] | |||||
Number of stores acquired | restaurant | 27 | ||||
Total consideration | $ 1,500 | ||||
Domestic restaurant acquisitions | |||||
Business Acquisition [Line Items] | |||||
Number of stores acquired | restaurant | 10 | ||||
Total consideration | $ 4,100 | ||||
Property and equipment, net acquired | 1,600 | 1,600 | |||
Goodwill acquired | 1,100 | ||||
Measurement period adjustment to increase property and equipment | 200 | ||||
Domestic restaurant acquisitions | Franchise rights | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | 1,300 | $ 1,300 | |||
Measurement period adjustment to decrease intangibles | $ 200 |
Subsequent Events (Details)
Subsequent Events (Details) - International Transformation Plan $ in Millions | 1 Months Ended | |
Feb. 29, 2024 USD ($) restaurant | Dec. 31, 2023 USD ($) | |
Minimum | ||
Subsequent Event [Line Items] | ||
Estimated restructuring charges | $ 3 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Estimated restructuring charges | $ 6 | |
Subsequent event | ||
Subsequent Event [Line Items] | ||
Expected number of store closures | restaurant | 50 | |
Subsequent event | Minimum | ||
Subsequent Event [Line Items] | ||
Estimated restructuring charges | $ 10 | |
Subsequent event | Maximum | ||
Subsequent Event [Line Items] | ||
Estimated restructuring charges | $ 15 |