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 June 27, 1999
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 Identification
incorporation or organization) number)
2002 Papa John's Boulevard
Louisville, Kentucky 40299-2334
(Address of principal executive offices)
(502) 261-7272
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
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 July 31, 1999, there were outstanding 30,320,129 shares of the
registrant's common stock, par value $.01 per share.
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
June 27, 1999 and December 27, 1998 2
Condensed Consolidated Statements of Income --
Three Months and Six Months Ended June 27, 1999
and June 28, 1998 3
Condensed Consolidated Statements of Stockholders'
Equity -- Six Months Ended June 27, 1999 and June
28, 1998 4
Condensed Consolidated Statements of Cash Flows --
Six Months Ended June 27, 1999 and
June 28, 1998 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Papa John's International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
June 27, 1999 December 27, 1998
(In thousands) (Unaudited) (Restated - see note)
- -------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 36,468 $ 33,814
Accounts receivable 18,482 17,420
Inventories 8,954 9,808
Prepaid expenses and other current assets 5,937 4,891
Deferred income taxes 2,090 2,090
- -------------------------------------------------------------------------------------------------
Total current assets 71,931 68,023
Investments 42,476 47,355
Net property and equipment 201,726 172,872
Notes receivable from franchisees 7,846 8,990
Other assets 23,882 22,484
- -------------------------------------------------------------------------------------------------
Total assets $347,861 $319,724
=================================================================================================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 18,567 $ 18,389
Accrued expenses 27,406 27,106
- -------------------------------------------------------------------------------------------------
Total current liabilities 45,973 45,495
Unearned franchise and development fees 6,034 6,561
Long-term debt 925 8,230
Deferred income taxes 354 5,066
Other long-term liabilities 211 202
Stockholders' equity:
Preferred stock - -
Common stock 303 298
Additional paid-in capital 182,795 166,209
Accumulated other comprehensive income (unrealized
gain on investments, net of tax) 827 688
Retained earnings 110,920 87,456
Treasury stock (481) (481)
- -------------------------------------------------------------------------------------------------
Total stockholders' equity 294,364 254,170
- -------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $347,861 $319,724
=================================================================================================
Note: The Condensed Consolidated Balance Sheet at December 27, 1998 has been
derived from the audited financial statements at that date restated to
reflect the acquisition of Minnesota Pizza Company, LLC, a business
combination accounted for as a pooling of interests (see note 3).
See accompanying notes.
2
Papa John's International, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended Six Months Ended
June 28, 1998 June 28, 1998
(Restated - (Restated -
(In thousands, except per share amounts) June 27, 1999 see note) June 27, 1999 see note)
- ---------------------------------------------------------------------------------------------------------------------------------
Revenues:
Restaurant sales $ 98,226 $ 84,470 $192,678 $164,379
Franchise royalties 10,104 7,893 19,522 15,106
Franchise and development fees 1,775 1,190 3,245 2,292
Commissary sales 76,084 60,665 146,088 117,000
Equipment and other sales 14,195 10,986 26,202 21,920
- ---------------------------------------------------------------------------------------------------------------------------------
Total revenues 200,384 165,204 387,735 320,697
Costs and expenses:
Restaurant expenses:
Cost of sales 24,355 21,858 47,582 43,074
Salaries and benefits 27,086 22,991 52,404 44,317
Advertising and related costs 9,136 7,480 17,272 14,549
Occupancy costs 4,660 4,162 9,251 7,985
Other operating expenses 13,147 10,890 25,871 21,413
- ---------------------------------------------------------------------------------------------------------------------------------
78,384 67,381 152,380 131,338
Commissary, equipment and other expenses:
Cost of sales 68,419 55,603 130,773 108,277
Salaries and benefits 5,946 4,090 11,556 7,972
Other operating expenses 7,331 5,258 14,180 10,490
- ---------------------------------------------------------------------------------------------------------------------------------
81,696 64,951 156,509 126,739
General and administrative expenses 14,330 13,878 28,425 26,448
Pre-opening and other general expenses 1,330 1,094 2,747 2,276
Depreciation and amortization expense 5,746 4,965 11,276 9,587
- ---------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 181,486 152,269 351,337 296,388
- ---------------------------------------------------------------------------------------------------------------------------------
Operating income 18,898 12,935 36,398 24,309
Investment income 836 1,097 1,628 2,073
- ---------------------------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative effect
of a change in accounting principle 19,734 14,032 38,026 26,382
Income tax expense 7,400 5,401 14,310 10,242
- ---------------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of a change in
accounting principle 12,334 8,631 23,716 16,140
Cumulative effect of accounting change, net of tax - - - (2,603)
- ---------------------------------------------------------------------------------------------------------------------------------
Net income $ 12,334 $ 8,631 $ 23,716 $ 13,537
=================================================================================================================================
Basic earnings per share:
Income before cumulative effect of a change in
accounting principle $ 0.41 $ 0.29 $ 0.79 $ 0.55
Cumulative effect of accounting change, net of tax - - - (0.09)
- ---------------------------------------------------------------------------------------------------------------------------------
Basic earnings per share $ 0.41 $ 0.29 $ 0.79 $ 0.46
=================================================================================================================================
Diluted earnings per share:
Income before cumulative effect of a change in
accounting principle $ 0.40 $ 0.28 $ 0.76 $ 0.53
Cumulative effect of accounting change, net of tax - - - (0.09)
- ---------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 0.40 $ 0.28 $ 0.76 $ 0.44
=================================================================================================================================
Basic weighted average shares outstanding 30,166 29,493 30,066 29,392
=================================================================================================================================
Diluted weighted average shares outstanding 31,065 30,650 31,082 30,397
=================================================================================================================================
Note: The Condensed Consolidated Statements of Income for the three and six
months ended June 28, 1998, have been restated to reflect the adoption of
SOP 98-5 and the acquisition of Minnesota Pizza Company, LLC, a business
combination accounted for as a pooling of interests (see note 2 and note
3).
See accompanying notes.
3
Papa John's International, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
Accumulated
Additional Other Total
Common Paid-In Comprehensive Retained Treasury Stockholders'
(In thousands) Stock Capital Income Earnings Stock Equity
- -----------------------------------------------------------------------------------------------------------------------------
Balance at December 28, 1997
as restated $292 $151,349 $321 $ 55,515 $(481) $206,996
Comprehensive income:
Net income - - - 13,537 - 13,537
Unrealized gain on investments,
net of tax of $326 - - 494 - - 494
---------------
Comprehensive income 14,031
Exercise of stock options 3 7,006 - - - 7,009
Tax benefit related to exercise of
non-qualified stock options - 1,660 - - - 1,660
Other 1 239 - (414) - (174)
- -----------------------------------------------------------------------------------------------------------------------------
Balance at June 28, 1998 $296 $160,254 $815 $ 68,638 $(481) $229,522
=============================================================================================================================
Balance at December 27, 1998
as restated $298 $166,209 $688 $ 87,456 $(481) $254,170
Comprehensive income:
Net income - - - 23,716 - 23,716
Unrealized gain on investments,
net of tax of $33 - - 139 - - 139
---------------
Comprehensive income 23,855
Exercise of stock options 5 8,525 - - - 8,530
Tax benefit related to exercise of
non-qualified stock options - 2,747 - - - 2,747
Deferred tax asset - acquisition - 5,245 - - - 5,245
Other - 69 - (252) - (183)
- -----------------------------------------------------------------------------------------------------------------------------
Balance at June 27, 1999 $303 $182,795 $827 $110,920 $(481) $294,364
=============================================================================================================================
Note: The Condensed Consolidated Statements of Stockholders' Equity for all
prior periods presented have been restated to reflect the adoption of SOP
98-5 and the acquisition of Minnesota Pizza Company, LLC, a business
combination accounted for as a pooling of interests (see note 2 and
note 3).
See accompanying notes.
4
Papa John's International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 28, 1998
(In thousands) June 27, 1999 (Restated - see note)
- -----------------------------------------------------------------------------------------------------
Operating activities
Net cash provided by operating activities $ 38,873 $ 28,955
Investing activities
Purchase of property and equipment (45,189) (28,600)
Purchase of investments (16,498) (15,849)
Proceeds from sale or maturity of investments 21,297 14,204
Loans to franchisees (1,189) (3,639)
Loan repayments from franchisees 2,333 1,939
Deferred systems development costs (644) (634)
Acquisitions (825) (228)
Other 444 128
- ----------------------------------------------------------------------------------------------------
Net cash used in investing activities (40,271) (32,679)
Financing activities
Payments on long-term debt (9,815) (3,220)
Proceeds from issuance of long-term debt 2,510 3,560
Proceeds from exercise of stock options 8,530 7,009
Tax benefit related to exercise of non-qualified
stock options 2,747 1,660
Other 80 (1)
- ----------------------------------------------------------------------------------------------------
Net cash provided by financing activities 4,052 9,008
- ----------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 2,654 5,284
Cash and cash equivalents at beginning of period 33,814 18,835
- ----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 36,468 $ 24,119
====================================================================================================
Note: The Condensed Consolidated Statement of Cash Flows for the six months
ended June 28, 1998, has been restated to reflect the adoption of
SOP 98-5 and the acquisition of Minnesota Pizza Company, LLC, a business
combination accounted for as a pooling of interests (see note 2 and
note 3).
See accompanying notes.
5
Papa John's International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 27, 1999
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 and six months ended June 27,
1999, are not necessarily indicative of the results that may be expected for the
year ended December 26, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Annual Report on Form
10-K for Papa John's International, Inc. (referred to as the "Company," "Papa
John's" or in the first person notations of "we," "us" and "our"), for the year
ended December 27, 1998.
2. Accounting Change
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting the Costs of Start-Up Activities" (the
"SOP"), which requires that costs related to start-up activities be expensed as
incurred. Prior to 1998, we capitalized our start-up costs incurred primarily in
connection with opening new restaurant and commissary locations and amortized
these costs on a straight line basis over a period of one year from the
facility's opening date. We adopted the provisions of the SOP at the time we
issued our financial statements for the year ended December 27, 1998 and have
restated all previously reported interim financial statements. The adoption
resulted in a charge in the first quarter of 1998 for the cumulative effect of
an accounting change of $2.6 million, net of taxes of $1.5 million, to expense
costs that had been previously capitalized prior to 1998. Excluding the one-time
cumulative effect, the adoption of the new accounting standard did not have a
material impact on 1998 operating results.
3. Business Combinations
On March 28, 1999, we acquired Minnesota Pizza Company, LLC ("Minnesota Pizza"),
a franchisee which operated 37 Papa John's restaurants in the Minneapolis/St.
Paul, Minnesota market. We issued 128,119 shares of our common stock valued at
$5.4 million in exchange for all of the issued and outstanding ownership
interests of Minnesota Pizza. The transaction was accounted for as a pooling of
interests. Our operating results for the first quarter of 1999, and previously
reported results of operations and balance sheets, have been restated to include
Minnesota Pizza. Intercompany transactions between the Company and Minnesota
Pizza have been eliminated in the accompanying restated condensed consolidated
financial statements. The operating results previously reported by the Company
and Minnesota Pizza separately are summarized below:
Three Months Ended June 28, 1998 Six Months Ended June 28, 1998
(In thousands) Papa John's Minnesota Pizza Papa John's Minnesota Pizza
- ----------------------------------------------------------------------------------------------------------------
Total revenues $162,273 $4,521 $315,201 $ 8,512
Eliminations (1,590) - (3,016) -
------------------------------------------------------------------------------
Net combined revenue 160,683 4,521 312,185 8,512
Net income (loss) 9,197 (566) 14,837 (1,300)
Pro forma net income (loss) 9,197 (351) 14,837 (806)
The Minnesota Pizza pro forma net income (loss) includes an income tax benefit
for the treatment of Minnesota Pizza as a C Corporation rather than a limited
liability company taxed as a partnership, with an assumed effective income tax
rate of 38%.
6
Notes to Condensed Consolidated Financial Statements (continued)
4. Segment Information
Three Months Ended Six Months Ended
June 28, 1998 June 28, 1998
(In thousands) June 27, 1999 Restated (1) June 27, 1999 Restated (1)
- ------------------------------------------------------------------------------------------------------------------------------
Revenues from external customers:
Restaurants $ 98,226 $ 84,470 $192,678 $164,379
Commissaries 76,084 60,665 146,088 117,000
Franchising 11,879 9,083 22,767 17,398
All others 14,195 10,986 26,202 21,920
- ------------------------------------------------------------------------------------------------------------------------------
Total revenues from external customers $200,384 $165,204 $387,735 $320,697
==============================================================================================================================
Intersegment revenues:
Commissaries $ 30,004 $ 25,362 $ 56,860 $ 50,030
Franchising 34 32 68 63
All others 3,602 3,914 6,875 7,728
- ------------------------------------------------------------------------------------------------------------------------------
Total intersegment revenues $ 33,640 $ 29,308 $ 63,803 $ 57,821
==============================================================================================================================
Income before income taxes:
Restaurants $ 3,524 $ 3,640 $ 8,888 $ 6,901
Commissaries 7,207 4,523 12,607 8,182
Franchising 10,298 7,824 19,655 14,888
All others 1,429 1,395 2,560 2,429
Unallocated corporate expenses (2,644) (3,330) (5,626) (5,911)
Elimination of intersegment profits (80) (20) (58) (107)
- ------------------------------------------------------------------------------------------------------------------------------
Total income before income taxes $ 19,734 $ 14,032 $ 38,026 $ 26,382 (2)
==============================================================================================================================
Gross fixed assets:
Restaurants $130,251
Commissaries 52,105
All others 4,772
Unallocated corporate assets 72,689
Accumulated depreciation (58,091)
- -----------------------------------------------------------------
Net fixed assets $201,726
=================================================================
(1) See Notes 2 and 3 of Notes to Condensed Consolidated Financial Statements.
(2) Excludes the cumulative effect of a change in accounting principle.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Restaurant Progression (1)
Three Months Ended Six Months Ended
June 27, June 28, June 27, June 28,
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------
U.S. Company-owned:
Beginning of period 514 448 514 427
Opened 6 19 10 39
Closed - (1) (1) (1)
Sold to franchisees (1) (1) (6) (1)
Acquired from franchisees - 9 2 10
- ------------------------------------------------------------------------------------------------------------
End of period 519 474 519 474
- ------------------------------------------------------------------------------------------------------------
U.S. franchised:
Beginning of period 1,435 1,150 1,365 1,090
Opened 91 72 160 133
Closed (4) (2) (6) (2)
Sold to Company - (9) (2) (10)
Acquired from Company 1 1 6 1
- ------------------------------------------------------------------------------------------------------------
End of period 1,523 1,212 1,523 1,212
- ------------------------------------------------------------------------------------------------------------
International franchised:
Beginning of period 9 - 6 -
Opened 6 - 9 -
- ------------------------------------------------------------------------------------------------------------
End of period 15 - 15 -
- ------------------------------------------------------------------------------------------------------------
Total at end of period 2,057 1,686 2,057 1,686
============================================================================================================
(1) Restated for the acquisition of Minnesota Pizza (see Note 3 of Notes to
Condensed Consolidated Financial Statements).
Results of Operations
On March 28, 1999, we acquired Minnesota Pizza Company, LLC ("Minnesota Pizza"),
a franchisee which operated 37 Papa John's restaurants in the Minneapolis/St.
Paul, Minnesota market. The transaction was accounted for as a pooling of
interests. Our operating results for the first quarter of 1999 and previously
reported results of operations and balance sheets have been restated to include
Minnesota Pizza.
Revenues. Total revenues increased 21.3% to $200.4 million for the three months
ended June 27, 1999, from $165.2 million for the comparable period in 1998, and
20.9% to $387.7 million for the six months ended June 27, 1999, from
$320.7 million for the comparable period in 1998.
Restaurant sales increased 16.3% to $98.2 million for the three months ended
June 27, 1999, from $84.5 million for the comparable period in 1998, and 17.2%
to $192.7 million for the six months ended June 27, 1999, from $164.4 million
for the comparable period in 1998. These increases were primarily due to
increases of 13.6% and 15.5% in the number of equivalent Company-owned
restaurants open during the three and six months ended June 27, 1999,
respectively, 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 4.2% for the three months ended
June 27, 1999, over the comparable period in 1998, and 3.5% for the six months
ended June 27, 1999, over the comparable period in 1998, for Company-owned
restaurants open throughout both periods due to reduced price discounting during
1999.
8
Franchise royalties increased 28.0% to $10.1 million for the three months ended
June 27, 1999, from $7.9 million for the comparable period in 1998, and 29.2% to
$19.5 million for the six months ended June 27, 1999, from $15.1 million for the
comparable period in 1998. These increases were primarily due to increases of
25.5% and 25.4% in the number of equivalent franchised restaurants open during
the three and six months ended June 27, 1999, compared to the same periods in
the prior year. Also, sales increased 6.5% for the three months ended June 27,
1999, over the comparable period in 1998, and 7.8% for the six months ended June
27, 1999, over the comparable period in 1998, for franchised restaurants open
throughout both periods.
Franchise and development fees increased 49.2% to $1.8 million for the three
months ended June 27, 1999, from $1.2 million for the comparable period in 1998,
and 41.6% to $3.2 million for the six months ended June 27, 1999, from $2.3
million for the comparable period in 1998. These increases were primarily due to
the 169 franchised restaurants opened during the six months ended June 27, 1999,
versus the 133 opened during the comparable period in 1998, and the mix of
development agreements under which the restaurants were opened. The average
dollar amount of fees per franchised restaurant opening may vary from period to
period, as restaurants opened pursuant to older development agreements and
certain "Hometown restaurants" generally have lower required fees than
restaurants opened pursuant to more recent development agreements. "Hometown
restaurants" are generally located in smaller markets with fewer than 9,000
households. Hometown restaurant development agreements entered into subsequent
to March 1998, generally provide for fees equivalent to those under standard
development agreements.
Commissary sales increased 25.4% to $76.1 million for the three months ended
June 27, 1999, from $60.7 million for the comparable period in 1998, and 24.9%
to $146.1 million for the six months ended June 27, 1999, from $117.0 million
for the comparable period in 1997. These increases were primarily the result of
the increases in equivalent franchised restaurants previously noted.
Equipment and other sales increased 29.2% to $14.2 million for the three months
ended June 27, 1999, from $11.0 million for the comparable period in 1998, and
19.5% to $26.2 million for the six months ended June 27, 1999, from $21.9
million for the comparable period in 1998. These increases were primarily due to
ongoing equipment and smallwares orders related to the previously noted increase
in equivalent franchised restaurants and the increase in the number of new
restaurant equipment packages sold to franchisees that opened restaurants during
the three and six months ended June 27, 1999 as compared to the same periods in
1998. The increase for the six months ended June 27, 1999 was partially offset
by the decrease in sales of the Papa John's PROFIT System, a proprietary point
of sale system, compared to the same period in 1998. Substantially all
franchisees had installed the Papa John's PROFIT System in their existing
restaurants by March 29, 1998.
Costs and Expenses. Restaurant cost of sales, which consists of food, beverage
and paper costs, decreased as a percentage of restaurant sales to 24.8% for the
three months ended June 27, 1999, from 25.9% for the comparable period in 1998,
and decreased to 24.7% for the six months ended June 27, 1999, from 26.2% for
the comparable period in 1998. These decreases were primarily attributable to
reduced restaurant menu price discounting during the three and six months ended
June 27, 1999.
Restaurant salaries and benefits as a percentage of restaurant sales increased
to 27.6% for the three months ended June 27, 1999, from 27.2% for the comparable
period in 1998, and increased to 27.2% for the six months ended June 27, 1999,
from 27.0% for the comparable period in 1998. These increases were due to
higher staffing levels after the 14th Anniversary promotion to support the
demands of new customers and higher wage rates due to an increase in the federal
minimum wage in October 1998. Occupancy costs remained relatively consistent at
4.7% and 4.8%, respectively, for the three and six months ended June 27, 1999,
as compared to 4.9% for both comparable periods in 1998.
Advertising and related costs increased to 9.3% for the three months ended June
27, 1999, from 8.9% for the comparable period in 1998, and increased to 9.0% for
the six months ended June 27, 1999, from 8.9% for the comparable period in 1998.
Advertising was increased during the three months ended June 27, 1999 subsequent
to the 14th Anniversary promotion in response to significant promotional
activities by our competitors.
Other restaurant operating expenses increased as a percentage of restaurant
sales to 13.4% for the three months ended June 27, 1999, from 12.9% for the
comparable period in 1998, and increased as a percentage of restaurant sales to
13.4% for the six months ended June 27, 1998, from 13.0% for the comparable
period in 1998. These increases were due to increased costs associated with the
14th Anniversary promotion. Other operating expenses include an allocation of
commissary operating expenses equal to 3% of Company-owned restaurant sales in
order to
9
assess a portion of the costs of dough production, food, equipment purchases and
storage to Company-owned restaurants.
Commissary, equipment and other expenses include cost of sales and operating
expenses associated with sales of food, paper, equipment, information systems,
and printing and promotional items to franchisees and other customers. These
costs decreased as a percentage of combined commissary sales and equipment and
other sales to 90.5% for the three months ended June 27, 1999, as compared to
90.6% for the same period in 1998, and decreased to 90.8% for the six months
ended June 27, 1999, from 91.2% for the same period in 1998. Cost of sales as a
percentage of combined commissary sales and equipment and other sales decreased
to 75.8% for the three months ended June 27, 1999, from 77.6% for the comparable
period in 1998, and decreased 75.9% for the six months ended June 27, 1999, from
77.9% for the comparable period in 1998. These decreases were due primarily to
the timing of certain favorable commodity price changes and the change in
classification of certain expenses to salaries and benefits previously reported
as cost of sales. Salaries and benefits increased to 6.6% for the three months
ended June 27, 1999, from 5.7% for the comparable period in 1998, and increased
to 6.7% for the six months ended June 27, 1999, from 5.7% for the comparable
period in 1998 due primarily to the change in classification of certain expenses
previously reported in cost of sales and general and administrative expenses.
Other operating expenses increased to 8.1% for the three months ended June 27,
1999, from 7.3% for the comparable period in 1998, and increased to 8.2% for the
six months ended June 27, 1999, from 7.6% for the comparable period in 1998.
These increases were due primarily to higher delivery costs related to the
transition to a new distribution vendor and costs related to the 14th
Anniversary promotion.
General and administrative expenses as a percentage of total revenues decreased
to 7.2% for the three months ended June 27, 1999, from 8.4% for the comparable
period in 1998, and decreased to 7.3% for the six months ended June 27, 1999,
from 8.2% for the comparable period in 1998. The decreases were due to
leveraging expenses on a higher sales base and the change in classification of
certain expenses to commissary, equipment and other salaries and benefits
previously reported as general and administrative expenses. The change in
classification represented approximately 0.2% of the total improvement in both
the three and six month periods.
Pre-opening and other general expenses increased slightly to $1.3 million for
the three months ended June 27, 1999, from $1.1 million for the comparable
period in 1998, and increased to $2.7 million for the six months ended June 27,
1999, from $2.3 million for the comparable period in 1998. The increase for the
three months was due to equipment write-offs resulting primarily from an
increased number of restaurant relocations during the year, partially offset by
lower restaurant pre-opening expenses. The increase for the six months was due
to equipment write-offs resulting from an increased number of restaurant
relocations during the year and the divestiture of five stores, partially offset
by lower restaurant pre-opening expenses. Restaurant pre-opening costs decreased
due to a lower number of corporate restaurant openings during the three and six
months ended June 27, 1999 compared to the same periods in 1998.
Depreciation and amortization were relatively consistent as a percentage of
total revenues at 2.9% for the three and six months ended June 27, 1999, as
compared to 3.0% for the comparable periods in 1998.
Investment Income. Investment income decreased to $836,000 for the three months
ended June 27, 1999, from $1.1 million for the comparable period in 1998, and
decreased to $1.6 million for the six months ended June 27, 1999, from $2.1
million for the comparable period in 1998. These decreases were primarily due to
a lower average balance of franchise loans and lower average investment balances
during the three and six months ended June 27, 1999 compared to the same periods
in 1998.
Income Tax Expense. Income tax expense, exclusive of Minnesota Pizza operating
results, reflects a combined federal, state and local effective tax rate of
37.5% for the three and six months ended June 27, 1999, compared to 37.0% for
the comparable periods in 1998 (see Note 3 of Notes to Condensed Consolidated
Financial Statements). The effective tax rate in 1999 increased as a result of a
relative decrease in the level of tax-exempt investment income to total pre-tax
income.
10
Liquidity and Capital Resources
Cash flow from operations increased to $38.9 million for the six months ended
June 27, 1999, from $29.0 million for the comparable period in 1998, due
primarily to the higher level of net income for the first six months of 1999.
We require capital primarily for the development and acquisition of restaurants,
the addition of new commissary and support services facilities and equipment,
the enhancement of corporate systems and facilities and the funding of
franchisee loans. Capital expenditures of $45.2 million for the six months ended
June 27, 1999, were funded by cash flow from operations and cash generated from
the exercise of stock options.
In addition to restaurant development and potential acquisitions, significant
capital projects for the next 12 months are expected to include the completion
of the 247,000 square foot facility in Louisville, Kentucky. In mid-1999, the
Louisville commissary operations and the majority of the team members in the
corporate offices were relocated to the new facility. The remaining corporate
team members will be relocated upon completion of the building in late-1999. In
early-2000, we expect to open a full-service commissary in Pittsburgh,
Pennsylvania and complete the expansion and relocation of the Phoenix, Arizona
distribution center to a full-service commissary.
We have been approved to receive up to $21.0 million in incentives under the
Kentucky Jobs Development Act in connection with the relocation of our corporate
offices. Based upon the expected timing of completion of the facility and its
final design, we expect to earn approximately $13.0 million of such incentives
through 2007.
Capital resources available at June 27, 1999, include $36.5 million of cash and
cash equivalents and $42.5 million of investments. We also plan to finalize
establishment of a $20 million committed line of credit, which would expire in
June 2000. We expect to fund planned capital expenditures for the next twelve
months from these resources and operating cash flows.
Impact of Year 2000
Some of our older purchased software programs were written using two digits
rather than four to define the applicable year. As a result, time-sensitive
software or hardware recognizes a date using "00" as the year 1900 rather than
the year 2000. This could cause a system failure or miscalculations resulting
in disruptions of important administrative and operational processes, including,
among other things, a temporary inability to process transactions, send
invoices, or engage in similar normal business activities.
Our year 2000 evaluation has been ongoing since late 1997 and became more
formalized in January 1999 with the formation of a committee comprised of senior
management from various departments within the Company. The primary goal of the
committee is to assess and mitigate risk associated with year 2000 issues by
September 1999. The committee developed a three-phased approach to accomplish
this goal consisting of the following: (1) identifying and documenting the
business components impacted by the year 2000, both internally and externally,
assigning priority to those components identified based on the level of risk,
and determining year 2000 compliance; (2) performing tests for year 2000
compliance; and (3) developing contingency plans based upon the results of the
risk analysis and testing phases. We completed the first phase of our assessment
in April 1999 and are currently in the second phase with a target completion
date of August 1999. The third phase is targeted for completion in September
1999.
As part of the first phase, we completed an assessment of our internal
information technology and will have to modify or replace certain software and
hardware to function properly in the year 2000 and thereafter. Such
modifications started during phase one and will continue through phase two of
our project. Based on our assessment or representations from software suppliers,
or both, we believe the total year 2000 project cost is immaterial to our
financial position, net income and liquidity. Much of the cost related to year
2000 changes coincides with company plans to replace certain systems, including
the financial accounting and payroll/human resource systems, which were upgraded
in January 1999, in order to accommodate our planned growth. About 90% of the
new financial accounting system has been implemented and the remaining portion
is expected to be implemented by October 1999. Based upon the representations
from the manufacturers of these systems, we believe the systems are year 2000
compliant. The timing of implementation was not materially affected by year 2000
concerns.
11
We have taken action to ensure that our restaurant system is year 2000 compliant
by implementing a single point of sale operating system (Papa John's PROFIT
System) in all Company-owned and substantially all franchised restaurants.
Additionally, we have notified our franchisees of our year 2000 process and have
requested their assistance in ensuring year 2000 compliance with regard to their
business.
We believe that with the planned modifications to existing software and/or
conversions to new software and hardware as described above, the year 2000 issue
will not pose significant operational problems. However, if such modifications
and conversions are not made, or are not completed timely, the year 2000 issue
could have a material impact on certain administrative and operational
processes.
We have queried our significant vendors with respect to year 2000 issues and
have received responses from approximately 98% of the vendors, including our
cheese and tomato sauce vendors. We are not aware of any vendors with a year
2000 issue that would materially impact results of operations, liquidity, or
capital resources. However, we have no means of ensuring that vendors will be
year 2000 ready. The inability of vendors to complete their year 2000 resolution
process in a timely fashion could materially impact us, although the actual
impact of non-compliance by vendors is not determinable.
There can be no assurance that we will be completely successful in our efforts
to address year 2000 issues. We are in the process of evaluating contingency
plans in the event we do not complete all phases of the year 2000 program. We
plan to continue to evaluate the status of completion in August 1999 to
determine whether such contingency plans are necessary, although at this time we
know of no reason our year 2000 program will not be completed in a timely
manner.
Forward Looking Statements
Certain information contained in this quarterly report, particularly information
regarding future financial performance and plans and objectives of management,
is forward looking. Certain factors could cause actual results to differ
materially from those expressed in forward looking statements. These factors
include, but are not limited to, our ability and the ability of our franchisees
to obtain suitable locations and financing for new restaurant development; the
hiring, training, and retention of management and other personnel; competition
in the industry with respect to price, service, location and food quality; an
increase in food cost due to seasonal fluctuations, weather or demand; changes
in consumer tastes or demographic trends; changes in federal or state laws, such
as increases in minimum wage; risks inherent to international development; and
factors associated with the year 2000 evaluation and modifications. See "Forward
Looking Statements" in Part I, Item I - Business Section of the Form 10-K for
the fiscal year ended December 27, 1998 for additional factors.
12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On August 12, 1998, Pizza Hut, Inc. filed suit against us in the United States
District Court for the Northern District of Texas under the federal Lanham Act
(the "Lawsuit") claiming, among other things, that we engaged in acts of unfair
competition through dissemination of "false, misleading and disparaging
advertising", including without limitation, the use of our "Better Ingredients.
Better Pizza." trademark. Pizza Hut is seeking injunctive relief and damages in
an amount of not less than $12.5 million, attorneys' fees, as well as other
relief. We have filed counterclaims against Pizza Hut (the "Counterclaims")
claiming, among other things, that the Lawsuit was filed primarily, if not
solely, as a competitive ploy and that Pizza Hut had engaged in false,
misleading and disparaging advertising aimed at us. We have asked the court for
an award of our reasonable attorneys' fees, as well as for other relief to which
we may be entitled. This Lawsuit and Counterclaims are in the mid-stages of
pleading and discovery. A trial has been scheduled for October 25, 1999. We do
not believe the Lawsuit has merit and intend to vigorously defend the claims
asserted against us. It is too early to assess the likelihood of success on the
merits of the parties' respective claims.
We are also subject to claims and legal actions in the ordinary course of our
business. We believe that all such claims and actions currently pending against
us are either adequately covered by insurance or would not have a material
adverse effect on us if decided in a manner unfavorable to us.
Item 4. Submission of Matters to a Vote of Security Holders.
Our annual meeting of stockholders was held on May 20, 1999 at the Hyatt Regency
Hotel, 320 West Jefferson Street, Louisville, Kentucky at 11:00 a.m.
At the meeting, our stockholders elected three directors to serve until the 2002
annual meeting of stockholders. The vote counts were as follows:
Affirmative Withheld
----------- --------
John H. Schnatter 27,376,324 305,466
Blaine E. Hurst 27,371,323 310,467
Wade S. Oney 27,371,664 310,126
Our other directors continue to serve in accordance with their previous
elections: until the 2000 annual meeting - O. Wayne Gaunce, Jack A. Laughery and
Michael W. Pierce; and until the 2001 annual meeting - Charles W. Schnatter and
Richard F. Sherman.
Our stockholders also took the following actions at the meeting:
(1) Approved amendment of the Papa John's International, Inc. 1993 Stock
Ownership Incentive Plan by a vote of 25,300,728 affirmative to 2,340,011
negative and 41,051 abstention votes;
(2) Approved amendment of the Papa John's International, Inc. 1993 Non-Employee
Directors Stock Option Plan by a vote of 25,811,725 affirmative to
1,827,781 negative and 42,284 abstention votes;
(3) Approved adoption of the Papa John's International, Inc. 1999 Team Members
Stock Ownership Plan by a vote of 16,893,593 affirmative to 10,745,825
negative and 42,372 abstention votes; and
(4) Ratified the selection of Ernst & Young LLP as our independent auditors for
the fiscal year ending December 26, 1999 by a vote of 27,665,183
affirmative to 5,816 negative and 10,791 abstention votes.
Item 5. Other Information.
In order for a stockholder proposal to be considered for inclusion in our proxy
statement for next year's annual meeting of stockholders, the written proposal
must be received by us no later than December 10, 1999. Such proposals also will
need to comply with Securities and Exchange Commission regulations regarding the
inclusion of stockholder proposals in company-sponsored proxy materials.
Similarly, in order for a stockholder proposal to be
13
introduced at next year's annual meeting, written notice must be received by us
no later than March 21, 2000. All stockholder proposals also must comply with
certain requirements set forth in our Certificate of Incorporation. A copy of
the Certificate of Incorporation may be obtained by written request to the
Secretary of the Company at our principal offices at P.O. Box 99900, Louisville,
Kentucky 40269-0900.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits
Exhibit
Number Description
------ -----------
10.1 Amendment to Papa John's International, Inc. 1993
Stock Ownership Incentive Plan approved by
stockholders on May 20, 1999.
10.2 Amendment to Papa John's International, Inc. 1993
Non-Employee Directors Stock Option Plan approved by
stockholders on May 20, 1999.
10.3 Papa John's International, Inc. 1999 Team Members
Stock Ownership Plan approved by stockholders on May
20, 1999.
11 Calculation of Earnings per Share
27 Financial Data Schedule for the six months ended June
27, 1999, 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 our Annual
Report on Form 10-K for the fiscal year ended
December 27, 1998 (Commission File No. 0-21660) is
incorporated herein by reference.
b. Current Reports on Form 8-K.
There were no reports filed on Form 8-K during the quarterly period ended
June 27, 1999.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAPA JOHN'S INTERNATIONAL, INC.
(Registrant)
Date: August 11, 1999 /s/ E. Drucilla Milby
-------------------- ----------------------------------
E. Drucilla Milby, Senior Vice
President, Chief Financial Officer
and Treasurer
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