SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 0-21660
PAPA JOHN'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-1203323
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11492 BLUEGRASS PARKWAY, SUITE 175
LOUISVILLE, KENTUCKY 40299-2334
(Address of principal executive offices)
(502) 266-5200
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:
Yes X No
----- -----
At May 7, 1996, there were outstanding 18,913,230 shares of the
registrant's common stock, par value $.01 per share.
PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
March 31, 1996 and December 31, 1995 2
Condensed Consolidated Statements of
Income -- Three Months Ended
March 31, 1996 and March 26, 1995 4
Condensed Consolidated Statements of
Stockholders' Equity -- Three Months
Ended March 31, 1996 and March 26, 1995 5
Condensed Consolidated Statements of Cash
Flows -- Three Months Ended March 31, 1996
and March 26, 1995 6
Notes to Condensed Consolidated Financial
Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on 8-K 12
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PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1996 1995
(UNAUDITED) (NOTE)
-------------------------
(In thousands)
Assets
Current assets:
Cash and cash equivalents $ 11,143 $ 19,904
Accounts receivable 10,409 10,198
Inventories 4,957 5,188
Deferred pre-opening costs 2,035 1,936
Prepaid expenses and other current assets 953 1,092
-------- --------
Total current assets 29,497 38,318
Investments 33,322 24,394
Net property and equipment 59,722 56,699
Other assets 10,408 9,408
-------- --------
Total assets $132,949 $128,819
======== ========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 9,051 $ 9,388
Accrued expenses 6,842 6,432
Current maturities of long-term debt 509 830
Deferred income taxes 274 250
-------- --------
Total current liabilities 16,676 16,900
Unearned franchise and development fees 2,714 2,678
Long-term debt, less current maturities 1,505 1,680
Deferred income taxes 1,255 1,034
Other long-term liabilities 241 245
-------- --------
Total liabilities 22,391 22,537
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PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
MARCH 31, DECEMBER 31,
1996 1995
(UNAUDITED) (NOTE)
-------------------------
(In thousands)
Total liabilities $ 22,391 $ 22,537
Stockholders' equity:
Preferred stock -- --
Common stock 179 178
Additional paid-in capital 88,928 88,133
Unrealized gain (loss) on investments (303) (263)
Deferred compensation (114) (4)
Retained earnings 22,361 18,842
-------- --------
111,051 106,886
Reacquired treasury stock (493) (604)
-------- --------
Total stockholders' equity 110,558 106,282
-------- --------
Total liabilities and stockholders' equity $132,949 $128,819
======== ========
Note: The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
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PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
THREE MONTHS ENDED
MARCH 31, 1996 MARCH 26, 1995
-------------- --------------
(In thousands, except per share amounts)
Revenues:
Restaurant sales $35,253 $22,469
Franchise royalties 3,931 3,021
Franchise and development fees 818 813
Commissary sales 31,491 22,056
Equipment and other sales 5,233 3,650
------- -------
Total revenues 76,726 52,009
Costs and expenses:
Restaurant expenses:
Cost of sales 9,800 6,382
Salaries and benefits 9,487 6,007
Advertising and related costs 3,293 2,090
Occupancy costs 1,787 1,108
Other operating expenses 4,733 3,226
------- -------
29,100 18,813
Commissary, equipment and other expenses:
Cost of sales 29,360 20,666
Salaries and benefits 2,099 1,471
Other operating expenses 2,413 1,588
------- -------
33,872 23,725
General and administrative expenses 5,833 4,573
Depreciation 1,902 1,201
Amortization 995 543
------- -------
Total costs and expenses 71,702 48,855
------- -------
Operating income 5,024 3,154
Other income (expense):
Investment income 528 426
Other, net 34 33
------- -------
Income before income taxes 5,586 3,613
Income tax expense 2,067 1,373
------- -------
Net income $ 3,519 $ 2,240
======= =======
Net income per share $.20 $.14
======= =======
Weighted average shares outstanding 17,857 16,214
======= =======
See accompanying notes.
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PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Common Stock
---------------------------------------- Additional Unrealized
Shares Shares Paid-In Gain(Loss)on
Authorized Outstanding Par Value Capital Investments
---------------------------------------------------------------------
Balance at December 25, 1994............... 35,000 16,219 $162 $55,709 $(651)
Issuance of common stock................... -- 38 -- 657 --
Stock compensation and other............... -- -- -- (39) --
Change in unrealized gain (loss)
on investments (net of deferred
income taxes)............................ -- -- -- -- 107
Net income................................. -- -- -- -- --
------ ------ ---- ------- -----
Balance at March 26, 1995.................. 35,000 16,257 $162 $56,327 $(544)
====== ====== ==== ======= =====
Balance at December 31, 1995............... 35,000 17,846 $178 $88,133 $(263)
Exercise of stock options.................. -- 54 1 275 --
Stock compensation and other............... -- -- -- 38 --
Tax benefit related to exercise of
non-qualified stock options.............. -- -- -- 482 --
Change in unrealized gain (loss)
on investments (net of deferred
income taxes)............................ -- -- -- -- (40)
Net income................................. -- -- -- -- --
------ ------ ---- ------- -----
Balance at March 31, 1996.................. 35,000 17,900 $179 $88,928 $(303)
====== ====== ==== ======= =====
Reacquired Total
Deferred Retained Treasury Stockholders'
Compensation Earnings Stock Equity
----------------------------------------------------------
Balance at December 25, 1994............... $ (37) $ 8,039 $(613) $ 62,609
Issuance of common stock................... -- -- -- 657
Stock compensation and other............... 16 (1) 16 (8)
Change in unrealized gain (loss)
on investments (net of deferred
income taxes)............................ -- -- -- 107
Net income................................. -- 2,240 -- 2,240
----- ------- ----- --------
Balance at March 26, 1995.................. $ (21) $10,278 $(597) $ 65,605
===== ======= ===== ========
Balance at December 31, 1995............... (4) $18,842 $(604) $106,282
Exercise of stock options.................. -- -- -- 276
Stock compensation and other............... (110) -- 111 39
Tax benefit related to exercise of
non-qualified stock options.............. -- -- -- 482
Change in unrealized gain (loss)
on investments (net of deferred
income taxes)............................ -- -- -- (40)
Net income................................. -- 3,519 -- 3,519
----- ------- ----- --------
Balance at March 31, 1996.................. $(114) $22,361 $(493) $110,558
===== ======= ===== ========
See accompanying notes.
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PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
MARCH 31, 1996 MARCH 26, 1995
-------------- --------------
(In thousands)
Operating activities
Net cash provided by operating activities............... $ 5,409 $ 3,416
Investing activities
Purchase of property and equipment......................... (5,157) (8,979)
Purchase of investments.................................... (8,937) (57)
Proceeds from sale or maturity of investments.............. 131 283
Acquisitions............................................... (30) (483)
Other...................................................... (429) (435)
-------- -------
Net cash used in investing activities................... (14,422) (9,671)
Financing activities
Exercise of stock options.................................. 276 --
Proceeds from issuance of long-term debt................... -- 2,000
Payments on long-term debt................................. (501) (378)
Tax benefit related to exercise of non-qualified
stock options........................................... 482 --
Other...................................................... (5) (56)
-------- -------
Net cash provided by financing activities............... 252 1,566
-------- -------
Net decrease in cash and cash equivalents.................. (8,761) (4,689)
Cash and cash equivalents at beginning of period........... 19,904 12,773
-------- -------
Cash and cash equivalents at end of period................. $ 11,143 $ 8,084
======== =======
See accompanying notes.
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PAPA JOHN'S INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1996
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 1996, are
not necessarily indicative of the results that may be expected for the year
ended December 29, 1996. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Papa John's
International, Inc. Annual Report on Form 10-K for the year ended December 31,
1995.
NOTE 2 -- BUSINESS COMBINATIONS
In February 1996, the Company purchased the assets and assumed certain
liabilities of one Papa John's restaurant in Floyds Knob, Indiana, from
Educators, Inc., a franchisee, for $60,000. The purchase price consisted of a
cash payment of $30,000 and the issuance of 1,059 shares of Company stock.
In May 1996, the Company purchased the assets and assumed certain liabilities of
three Papa John's restaurants in Indianapolis, Indiana from Acumen, Inc., a
franchisee. The total consideration paid was approximately $1,425,000
consisting of 33,474 shares of Company common stock.
The above business combinations were accounted for by the purchase method of
accounting.
NOTE 3 -- FINANCING ARRANGEMENTS
In April 1996, the Company purchased 6 acres of land in Louisville, Kentucky for
approximately $787,000. Of the total purchase price, approximately $520,000 was
financed through non-interest bearing promissory note with the sellers. The
note require quarterly principal payments through October 1996, at which time
such notes will be paid in full. The land is adjacent to 31 previously
purchased acres which will be the site of the Company's corporate headquarters
and Kentucky commissary facility.
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NOTE 4 -- COMMON STOCK OFFERING
In May 1996, the Company completed a public offering of one million shares of
its common stock at a price of $47.25 per share. The net proceeds to the
Company of the offering were approximately $44.5 million. The Company has
granted an overallotment option to the underwriters to purchase up to a maximum
of 138,500 additional shares of common stock at $47.25 per share. This option
is exercisable for 30 days from May 1, 1996, and, if exercised, would provide
additional net proceeds to the Company of approximately $6.2 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESTAURANT PROGRESSION
THREE MONTHS ENDED
MARCH 31, MARCH 26,
1996 1995
---- ----
Company-owned:
Beginning of period 217 133
Opened 13 14
Closed (1) 0
Acquired 1 5
--- ---
End of period 230 152
=== ===
Franchised:
Beginning of period 661 499
Opened 43 44
Closed (1) 0
Sold to Company (1) (5)
--- ---
End of period 702 538
=== ===
Total at end of period 932 690
=== ===
RESULTS OF OPERATIONS
Revenues. Total revenues increased 47.5% to $76.7 million for the three
months ended March 31, 1996, from $52.0 million for the comparable period in
1995.
Restaurant sales increased 56.9% to $35.3 million for the three months ended
March 31, 1996, from $22.5 million for the comparable period in 1995. This
increase was primarily due to an
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increase of 51.2% in the number of equivalent Company-owned restaurants open
during the three months ended March 31, 1996, compared to the same period in the
prior year. "Equivalent restaurants" represent the number of restaurants open
at the beginning of a given period, adjusted for restaurants opened or acquired
during the period on a weighted average basis. Also, sales increased 8.6% for
the three months ended March 31, 1996, over the comparable period in 1995, for
Company-owned restaurants open throughout both periods.
Franchise royalties increased 30.1% to $3.9 million for the three months ended
March 31, 1996, from $3.0 million for the comparable period in 1995. This
increase was primarily due to an increase of 31.1% in the number of equivalent
franchised restaurants open during the three months ended March 31, 1996,
compared to the same period in the prior year. Also, sales increased 5.1% for
the three months ended March 31, 1996, over the comparable period in 1995, for
franchised restaurants open throughout both periods.
Franchise and development fees remained relatively consistent at $818,000 for
the three months ended March 31, 1996, as compared to $813,000 for the
comparable period in 1995, as franchised restaurant openings for the two periods
were also relatively consistent.
Commissary sales increased 42.8% to $31.5 million for the three months ended
March 31, 1996, from $22.1 million for the comparable period in 1995. This
increase was primarily the result of the increases in equivalent franchised
restaurants and comparable sales for franchised restaurants noted above.
Additionally, sales for the Orlando commissary increased for the three months
ended March 31, 1996, versus the comparable period in 1995 due to its conversion
from a dough production facility to a full-service commissary and distribution
center beginning in August 1995.
Equipment and other sales increased 43.4% to $5.2 million for the three months
ended March 31, 1996, from $3.6 million for the comparable period in 1995. This
increase was primarily due to the increase in equivalent franchised restaurants
open during the three months ended March 31, 1996, as compared to the same
period in 1995.
Costs and Expenses. Restaurant cost of sales, which consist of food, beverage
and paper costs, decreased as a percentage of restaurant sales to 27.8% for the
three months ended March 31, 1996, from 28.4% for the same period in 1995. This
decrease was primarily due to lower product costs resulting from increased
purchasing power, and more efficient food usage at the restaurant level due to
improved management information provided by point of sale technology and a
maturing restaurant base.
Restaurant salaries and benefits (26.9% vs. 26.7%), advertising and related
costs (9.3% vs. 9.3%) and occupancy costs (5.1% vs. 5.0%) were all relatively
consistent as a percentage of restaurant sales for the three months ended March
31, 1996, as compared to the same period in 1995.
Other restaurant operating expenses decreased as a percentage of restaurant
sales to 13.4% for the three months ended March 31, 1996, from 14.4% for the
comparable period in 1995. Other operating expenses include all other
restaurant-level operating costs, the material components of which are
automobile mileage reimbursement for delivery drivers, telephone costs, training
costs and
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workers compensation insurance. Other operating expenses also include an
allocation of commissary operating expenses equal to 3% of Company-owned
restaurant sales in order to assess a portion of the costs of dough production
and food and equipment purchasing and storage to Company-owned restaurants.
The decrease in other restaurant operating expenses as a percentage of
restaurant sales was primarily due to a smaller relative number of new
restaurants opened during the first three months of 1996 (13 new restaurants in
relation to 217 existing restaurants, or 6.0%) compared to the first three
months of 1995 (14 new restaurants in relation to 133 existing restaurants, or
10.5%). Restaurant operating expenses historically have been higher as a
percentage of restaurant sales in the early months of operations of new
restaurants. The Company also revised its workers compensation insurance
coverage for 1996, resulting in reduced costs at the restaurant level.
Commissary, equipment and other expenses include cost of sales and operating
expenses associated with sales of food, paper, equipment, printing and
promotional items to franchisees and other customers. These costs remained
relatively consistent as a percentage of combined commissary sales and equipment
and other sales at 92.2% for the three months ended March 31, 1996, as compared
to 92.3% for the same period in 1995. A decrease in cost of sales as a
percentage of combined commissary sales and equipment and other sales to 79.9%
for the three months ended March 31, 1996, from 80.4% for the comparable period
in 1995 due to increased purchasing power was substantially offset by an
increase in other operating expenses to 6.6% for the three months ended March
31, 1996, from 6.2% for the comparable period in 1995 due primarily to increased
delivery costs resulting from larger commissary service areas.
General and administrative expenses decreased as a percentage of total
revenues to 7.6% for the three months ended March 31, 1996, from 8.8% for the
comparable period in 1995. This decrease was primarily due to the hiring of
additional corporate and restaurant management personnel throughout 1995 to
develop the infrastructure necessary to support planned growth for 1996 and
beyond. The infrastructure was substantially in place at the end of 1995,
providing efficiencies in 1996 as revenue growth continued.
Depreciation and amortization increased as a percentage of total revenues to
3.8% for the three months ended March 31, 1996, from 3.4% for the comparable
period in 1995. This increase was primarily due to additional capital
expenditures by the Company, the amortization of intangibles related to
acquisitions and the amortization of deferred pre-opening costs for newly-opened
restaurants and commissaries and other deferred expenses, partially offset by
the impact of a change in the depreciable lives of certain restaurant equipment
and signage effective at the beginning of the third quarter of 1995 to more
accurately reflect the economic lives of such assets.
Investment Income. Investment income increased to $528,000 for the three
months ended March 31, 1996, from $426,000 for the comparable period in 1995.
This increase was primarily the result of higher average investment balances
during the first quarter of 1996 compared to the same period in 1995 due to the
investment of proceeds from the Company's public offering of common stock in
August 1995.
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Income Tax Expense. Income tax expense reflects a combined federal, state and
local effective tax rate of 37% for the three months ended March 31, 1996,
versus 38% for the comparable period in 1995. This decrease is primarily due to
the impact of tax-exempt income generated by the investment portfolio during
the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital primarily for the development and acquisition of
restaurants, the addition of new commissary and support services facilities and
equipment and the enhancement of corporate systems and facilities. Capital
expenditures of $5.2 million for the three months ended March 31, 1996, were
primarily funded by cash flow from operations.
Cash flow from operations increased to $5.4 million for the three months ended
March 31, 1996, from $3.4 million for the comparable period in 1995, due
primarily to the higher level of net income for the first quarter of 1996.
In addition to restaurant development and possible acquisitions, significant
capital projects for the next twelve months are expected to include the
construction of new commissary and distribution facilities in Denver, Colorado
and Phoenix, Arizona. The Company also expects to begin construction during
mid-1996 of a 150,000 to 200,000 square foot facility in Louisville, Kentucky,
scheduled for completion in mid-1997, approximately one-half of which will
accommodate relocation and expansion of the Louisville commissary facility and
the remainder of which will accommodate relocation and consolidation of
corporate offices. In addition, during each of 1996 and 1997 the Company
expects to provide approximately six to eight million dollars in loans to
selected franchisees under a recently adopted loan program. However, the
amounts actually provided during 1996 and 1997 may vary as the Company gains
experience with the loan program.
Capital resources available at March 31, 1996, include $11.1 million of cash
and cash equivalents, $33.3 million of investments and $7.6 million available
under a line of credit expiring June 29, 1996. In May 1996 the Company received
net proceeds of approximately $44.5 million from a public offering of one
million shares of its common stock. The Company expects to fund planned capital
expenditures for the next twelve months from these resources and operating cash
flows.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of the significant legal proceedings involving the Company,
reference is made to Item 3 of the Company's Annual Report on Form 10-K for the
period ended December 31, 1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
Exhibit
Number Description
------ -----------
27 Financial Data Schedule which is submitted electronically
to the Securities and Exchange Commission for information
only and not deemed to be filed with the Commission.
99.1 Cautionary Statements. Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-21660) is
incorporated herein by reference.
b. Current Reports on Form 8-K.
A current report on Form 8-K/A dated February 9, 1996 was filed amending the
Form 8-K dated December 1, 1995 to include pro forma financial information
related to the acquisition of assets which was unavailable at the time of the
original Form 8-K filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAPA JOHN'S INTERNATIONAL, INC.
Date: May 13, 1996 /s/ E. Drucilla Milby
---------------------- -------------------------------------
E. Drucilla Milby, Senior Vice President -
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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