a50597582.htm
 
GRAPHIC
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q/A
Amendment No. 1
 
(Mark One)
 
[X]          Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended September 23, 2012
 
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
(State or other jurisdiction of
incorporation or organization)
61-1203323
(I.R.S. Employer Identification
number)
 
 
2002 Papa Johns Boulevard
Louisville, Kentucky  40299-2367
(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 [   ]
 
          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
                            Yes [X]             No  [  ]
 
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  [X]
Accelerated filer  [   ]  
Non-accelerated filer  [   ]
Smaller reporting company  [   ]
 
          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
                          Yes  [   ]           No  [X]
 
          At October 24, 2012, there were outstanding 23,130,154 shares of the registrant’s common stock, par value $0.01 per share.
 
 
 

 
 
INDEX
 

Page No.
     
 
2
     
 
     
  3
     
 
4
     
 
5
     
 
6
     
 
7
     
18
     
29
     
29
     
 
     
30
     
30
     
31
 
 
 
1

 
 
PART 1. FINANCIAL INFORMATION
 
EXPLANATORY NOTE
 
As described in Papa John’s International, Inc.’s (the “Company”) Current Report on Form 8-K filed on February 26, 2013 and Form 10-K for the fiscal year ended December 30, 2012 filed on February 28, 2013, in connection with the evaluation of the accounting for newly formed joint ventures, the Company reviewed the accounting for its previously existing joint venture arrangements.  As a result of the review, the Company determined an error occurred in the accounting for one joint venture agreement, which contained a mandatorily redeemable feature added through a contract amendment in the third quarter of 2009. This provision contained in the 2009 contract amendment was not previously considered in determining the classification and measurement of the noncontrolling interest. In addition, the Company determined that an additional redeemable noncontrolling interest was incorrectly classified in shareholders’ equity and should be classified as temporary equity. As a result, the Company is filing this amendment to its Form 10-Q for the three and nine months ended September 23, 2012, to amend and restate the financial statements and other financial information contained herein to correct the errors.
 
This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 23, 2012 as originally filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2012 (the “Original Filing”). This Form 10-Q/A amends the Original Filing solely to correct the Company’s accounting for noncontrolling interests related to our joint ventures as more fully described in Note 1 to the condensed consolidated financial statements. Revisions to the Original Filing have been made to the following items solely as a result of and to reflect the restatements and no other information in the Original Filing is amended herein:
 
 
Item 1 – Financial Statements
 
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Item 4 – Controls and Procedures
 
Item 6 – Exhibits
 
The restatements resulted in a decrease in diluted earnings per share of $0.01 for the nine months ended September 23, 2012 (no impact for the three-month period), and decreases in diluted earnings per share of $0.01 and $0.03 for the three and nine months ended September 25, 2011, respectively. The corrections had no impact on total revenues, operating income or operating cash flows and had no impact on the Company’s compliance with debt covenants in any period presented.
 
The Company has also determined that a control deficiency related to the process of accounting for certain redemption features of the noncontrolling interests of our joint venture agreements, which gave rise to these restatements, constituted a material weakness in its internal controls over financial reporting.  As a result, the Company has reviewed all existing joint venture agreements to ensure the accounting for any such redemption features was in compliance with U.S. generally accepted accounting principles. In addition, we are in the process of developing enhanced control procedures designed to ensure proper accounting for any future non-routine contracts or contract amendments. The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. See “Item 4 – Controls and Procedures.”
 
For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing in its entirety. Except for the amended information referred to above, no other information in the Original Filing is amended and this Form 10-Q/A continues to describe conditions as of the date of the Original Filing and the Company has not modified or updated other disclosures presented in the Original Filing.  This Form 10-Q/A does not reflect events occurring after the date of the Original Filing nor does it modify or update disclosures affected by subsequent events.  Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 30, 2012, and subsequent filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
 
 
 
2

 
 
           
Papa John’s International, Inc. and Subsidiaries
 
 
             
(In thousands)
 
September 23,
2012
   
December 25,
2011
 
   
(As Restated)
   
(As Restated)
 
   
(Unaudited)
       
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 25,353     $ 18,942  
Accounts receivable, net
    33,072       28,169  
Notes receivable, net
    4,245       4,221  
Inventories
    21,419       20,091  
Deferred income taxes
    8,409       7,636  
Prepaid expenses
    7,444       10,210  
Other current assets
    5,728       5,555  
Total current assets
    105,670       94,824  
Property and equipment, net
    185,596       181,910  
Notes receivable, less current portion, net
    12,757       11,502  
Goodwill
    78,971       75,085  
Other assets
    29,485       27,061  
Total assets
  $ 412,479     $ 390,382  
                 
Liabilities and stockholders’ equity
               
Current liabilities:
               
Accounts payable
  $ 34,072     $ 32,966  
Income and other taxes payable
    10,217       3,969  
Accrued expenses and other current liabilities
    53,026       44,198  
Total current liabilities
    97,315       81,133  
Deferred revenue
    8,019       4,780  
Long-term debt
    50,000       51,489  
Deferred income taxes
    7,830       6,692  
Other long-term liabilities
    40,488       36,676  
Total liabilities
    203,652       180,770  
                 
Redeemable noncontrolling interests
    4,820       3,965  
                 
Stockholders’ equity:
               
Preferred stock
    -       -  
Common stock
    371       367  
Additional paid-in capital
    277,811       262,456  
Accumulated other comprehensive income
    2,856       1,849  
Retained earnings
    339,102       294,801  
Treasury stock
    (416,133 )     (353,826 )
Total stockholders’ equity
    204,007       205,647  
Total liabilities, redeemable noncontrolling interests and stockholders’ equity
  $ 412,479     $ 390,382  
 
See accompanying notes.
 
 
 
3

 
 
Papa John's International, Inc. and Subsidiaries
 Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
                         
   
Three Months Ended
   
Nine Months Ended
 
(In thousands, except per share amounts)
 
Sept. 23, 2012
   
Sept. 25, 2011
   
Sept. 23, 2012
   
Sept. 25, 2011
 
   
(As Restated)
   
(As Restated)
   
(As Restated)
   
(As Restated)
 
   North America revenues:
                       
Domestic Company-owned restaurant sales
  $ 143,299     $ 128,787     $ 430,641     $ 395,099  
Franchise royalties
    18,777       17,967       58,396       55,801  
Franchise and development fees
    160       155       588       464  
Domestic commissary sales
    132,666       130,870       396,869       379,569  
Other sales
    12,581       12,368       36,610       38,185  
   International revenues:
                               
Royalties and franchise and development fees
    4,582       4,054       13,769       11,865  
Restaurant and commissary sales
    13,449       11,467       38,496       30,686  
Total revenues
    325,514       305,668       975,369       911,669  
Costs and expenses:
                               
Domestic Company-owned restaurant expenses:
                               
Cost of sales
    34,054       32,229       99,391       94,491  
Salaries and benefits
    39,587       35,012       118,239       107,028  
Advertising and related costs
    13,920       11,790       39,897       36,477  
Occupancy costs
    9,185       8,496       25,702       24,304  
Other operating expenses
    21,490       18,858       62,738       57,265  
Total domestic Company-owned restaurant expenses
    118,236       106,385       345,967       319,565  
Domestic commissary and other expenses:
                               
Cost of sales
    111,114       110,387       328,364       320,359  
Salaries and benefits
    9,654       8,840       27,875       26,502  
Other operating expenses
    14,082       13,381       41,886       40,050  
Total domestic commissary and other expenses
    134,850       132,608       398,125       386,911  
International operating expenses
    11,394       9,634       32,761       26,118  
General and administrative expenses
    30,426       27,332       93,485       84,023  
Other general expenses
    1,211       4,777       8,020       7,017  
Depreciation and amortization
    8,192       7,974       24,223       24,711  
Total costs and expenses
    304,309       288,710       902,581       848,345  
Operating income
    21,205       16,958       72,788       63,324  
 Investment income
    136       170       501       552  
 Interest expense
    (478 )     (804 )     (1,440 )     (2,522 )
Income before income taxes
    20,863       16,324       71,849       61,354  
Income tax expense
    7,038       4,707       24,256       19,642  
Net income, including redeemable noncontrolling interests
    13,825       11,617       47,593       41,712  
Income attributable to redeemable noncontrolling interests
    (794 )     (817 )     (3,292 )     (2,868 )
Net income, net of redeemable noncontrolling interests
  $ 13,031     $ 10,800     $ 44,301     $ 38,844  
                                 
Basic earnings per common share
  $ 0.56     $ 0.43     $ 1.87     $ 1.54  
Earnings per common share - assuming dilution
  $ 0.55     $ 0.43     $ 1.84     $ 1.52  
                                 
Basic weighted average shares outstanding
    23,268       24,964       23,685       25,302  
Diluted weighted average shares outstanding
    23,721       25,146       24,107       25,528  
                                 
Comprehensive income, including redeemable noncontrolling interests
  $ 15,072     $ 11,364     $ 48,600     $ 42,218  
Comprehensive income, redeemable noncontrolling interests
    (794 )     (817 )     (3,292 )     (2,868 )
Comprehensive income, net of redeemable noncontrolling interests
  $ 14,278     $ 10,547     $ 45,308     $ 39,350  
                                 
See accompanying notes.
                               
 
 
 
4

 
 
Papa John's International, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(Unaudited)
 
 
   
Common
               
Accumulated
                   
   
Stock
         
Additional
   
Other
               
Total
 
   
Shares
   
Common
   
Paid-In
   
Comprehensive
   
Retained
   
Treasury
   
Stockholders'
 
(In thousands)
 
Outstanding
   
Stock
   
Capital
   
Income (Loss)
   
Earnings
   
Stock
   
Equity
 
                           
(As Restated)
         
(As Restated)
 
                                           
Balance at December 26, 2010
    25,439     $ 361     $ 245,380     $ 849     $ 240,066     $ (291,048 )   $ 195,608  
Comprehensive income:
                                                       
  Net income, net of redeemable
                                                       
    noncontrolling interests (1)
    -       -       -       -       38,844       -       38,844  
  Other comprehensive income
    -       -       -       506       -       -       506  
Comprehensive income
                                                    39,350  
Exercise of stock options
    459       5       10,976       -       -       -       10,981  
Tax effect of equity awards
    -       -       (1,449 )     -       -       -       (1,449 )
Acquisition of Company
                                                       
  common stock
    (1,615 )     -       -       -       -       (49,579 )     (49,579 )
Stock-based compensation expense
    -       -       5,266       -       -       -       5,266  
Issuance of restricted stock
    92       -       (2,253 )     -       -       2,253       -  
Other
    -       -       (66 )     -       -       282       216  
Balance at September 25, 2011
    24,375     $ 366     $ 257,854     $ 1,355     $ 278,910     $ (338,092 )   $ 200,393  
                                                         
Balance at December 25, 2011
    24,019     $ 367     $ 262,456     $ 1,849     $ 294,801     $ (353,826 )   $ 205,647  
Comprehensive income:
                                                       
  Net income, net of redeemable
                                                       
    noncontrolling interests (1)
    -       -       -       -       44,301       -       44,301  
  Other comprehensive income
    -       -       -       1,007       -       -       1,007  
Comprehensive income
                                                    45,308  
Exercise of stock options
    399       4       11,395       -       -       -       11,399  
Tax effect of equity awards
    -       -       695       -       -       -       695  
Acquisition of Company
                                                       
  common stock
    (1,472 )     -       -       -       -       (64,146 )     (64,146 )
Stock-based compensation expense
    -       -       4,932       -       -       -       4,932  
Issuance of restricted stock
    65       -       (1,568 )     -       -       1,568       -  
Other
    -       -       (99 )     -       -       271       172  
Balance at September 23, 2012
    23,011     $ 371     $ 277,811     $ 2,856     $ 339,102     $ (416,133 )   $ 204,007  
 
(1) Net income at September 23, 2012 and September 25, 2011 is net of $3,292 and $2,868, respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.
 
See accompanying notes.
 
 
 
5

 
 
Papa John's International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 
             
   
Nine Months Ended
 
(In thousands)
 
Sept. 23, 2012
   
Sept. 25, 2011
 
   
(As Restated)
   
(As Restated)
 
Operating activities
           
Net income, including redeemable noncontrolling interests
  $ 47,593     $ 41,712  
Adjustments to reconcile net income to net cash provided by operating activities:
         
Provision for uncollectible accounts and notes receivable
    1,250       882  
Depreciation and amortization
    24,223       24,711  
Deferred income taxes
    424       4,710  
Stock-based compensation expense
    4,932       5,266  
Excess tax benefit on equity awards
    (1,717 )     (576 )
Other
    4,375       2,611  
Changes in operating assets and liabilities, net of acquisitions:
               
     Accounts receivable
    (6,018 )     (3,071 )
     Inventories
    (1,188 )     201  
     Prepaid expenses
    2,766       3,506  
     Other current assets
    372       596  
     Other assets and liabilities
    (840 )     1,055  
     Accounts payable
    1,106       3,896  
     Income and other taxes payable
    6,248       3,023  
     Accrued expenses and other current liabilities
    7,258       (228 )
     Deferred revenue
    3,989       (1,078 )
Net cash provided by operating activities
    94,773       87,216  
                 
Investing activities
               
Purchases of property and equipment
    (26,425 )     (20,647 )
Loans issued
    (3,951 )     (2,598 )
Repayments of loans issued
    2,620       4,542  
Acquisitions, net of cash acquired
    (6,175 )     -  
Proceeds from divestitures of restaurants
    1,068       -  
Other
    4       62  
Net cash used in investing activities
    (32,859 )     (18,641 )
                 
Financing activities
               
Net repayments on line of credit facility
    (1,489 )     (49,000 )
Excess tax benefit on equity awards
    1,717       576  
Tax payments for restricted stock issuances
    (846 )     (1,041 )
Proceeds from exercise of stock options
    11,399       10,981  
Acquisition of Company common stock
    (64,146 )     (49,579 )
Distributions to redeemable noncontrolling interest holders
    (2,431 )     (3,129 )
Other
    174       97  
Net cash used in financing activities
    (55,622 )     (91,095 )
Effect of exchange rate changes on cash and cash equivalents
    119       67  
Change in cash and cash equivalents
    6,411       (22,453 )
Cash and cash equivalents at beginning of period
    18,942       47,829  
Cash and cash equivalents at end of period
  $ 25,353     $ 25,376  
                 
See accompanying notes.
               
 
 
 
6

 
 
Papa John's International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
September 23, 2012
 
1.
Restatement of Previously Issued Financial Statements
 
We are restating our condensed consolidated financial statements for the three- and nine-month periods ended September 23, 2012 and September 25, 2011. In connection with the evaluation of the accounting for newly formed joint ventures, we reviewed our accounting for our previously existing joint venture arrangements. As a result of our review, we determined an error occurred in the accounting for one joint venture agreement, which contained a mandatorily redeemable feature added through a contract amendment in the third quarter of 2009. This provision contained in the 2009 contract amendment was not previously considered in determining the classification and measurement of the noncontrolling interest. In addition, we determined that an additional redeemable noncontrolling interest was incorrectly classified in shareholders’ equity and should be classified as temporary equity.
 
To correctly reflect the appropriate measurement of the mandatorily redeemable noncontrolling interests, we recorded a $3.1 million adjustment, net of income taxes, to ending 2010 retained earnings in our Consolidated Statements of Stockholders’ Equity to adjust the previously reported balance sheet to its redemption value as of December 26, 2010. Additionally, we also corrected the classification errors of the redeemable noncontrolling interests from stockholders’ equity to either other long-term liabilities or redeemable noncontrolling interests in our consolidated balance sheets. The impact of the restatements on the financial statements is outlined in the tables below (in thousands, except per share data). The corrections had no impact on total revenues, operating income or operating cash flows and had no impact on our compliance with debt covenants in any period presented.
 
 
   
Three Months Ended
 
   
September 23, 2012
 
   
As
Previously
Reported
   
Adjustments
   
As Restated
 
Condensed Consolidated Statement of Comprehensive Income
                 
Interest expense
  $ 284       194     $ 478  
Income before income taxes
    21,057       (194 )     20,863  
Income tax expense
    7,112       (74 )     7,038  
Net income, including noncontrolling interests
    13,945       (120 )     13,825  
Net income, net of noncontrolling interests
    13,151       (120 )     13,031  
Comprehensive income
    15,192       (120 )     15,072  
Basic earnings per common share
    0.57       (0.01 )     0.56  
Earnings per common share - assuming dilution
    0.55       -       0.55  
 
 
 
7

 
 
   
As of and For The
 
   
Nine Months Ended
 
   
September 23, 2012
 
   
As
Previously
Reported
   
Reclassifications *
   
Adjustments
   
As Restated
 
Condensed Consolidated Balance Sheet
                       
Noncurrent deferred income tax liabilities
  $ 10,508     $ -     $ (2,678 )   $ 7,830  
Long-term accrued income taxes
    4,220       (4,220 )     -       -  
Other long-term liabilities
    24,611       4,220       11,657       40,488  
Redeemable noncontrolling interests
    -       -       4,820       4,820  
Retained earnings
    343,471       -       (4,369 )     339,102  
Noncontrolling interests in subsidiaries
    9,430       -       (9,430 )     -  
Total stockholders' equity
    217,806       -       (13,799 )     204,007  
Condensed Consolidated Statement of Comprehensive Income
                         
Interest expense
  $ 854     $ -     $ 586     $ 1,440  
Income before income taxes
    72,435       -       (586 )     71,849  
Income tax expense
    24,479       -       (223 )     24,256  
Net income, including noncontrolling interests
    47,956       -       (363 )     47,593  
Net income, net of noncontrolling interests
    44,664       -       (363 )     44,301  
Comprehensive income
    48,963       -       (363 )     48,600  
Basic earnings per common share
    1.89       -       (0.02 )     1.87  
Earnings per common share - assuming dilution
    1.85       -       (0.01 )     1.84  
Consolidated Statement of Cash Flows
                               
Net income, including noncontrolling interests
  $ 47,956     $ -     $ (363 )   $ 47,593  
Deferred income taxes
    647       -       (223 )     424  
Other
    3,789       -       586       4,375  
Net cash provided by operating activities
    94,773       -       -       94,773  
                                 
* Amounts have been reclassified from the originally filed presentation in order to conform to the presentation included in the Form 10-K for the fiscal year ended December 30, 2012, and are not associated with the restatement adjustments.
 
   
Three Months Ended
 
   
September 25, 2011
 
   
As
Previously
Reported
   
Adjustments
   
As Restated
 
Condensed Consolidated Statement of Comprehensive Income
             
Interest expense
  $ 282     $ 522     $ 804  
Income before income taxes
    16,846       (522 )     16,324  
Income tax expense
    4,906       (199 )     4,707  
Net income, including noncontrolling interests
    11,940       (323 )     11,617  
Net income, net of noncontrolling interests
    11,123       (323 )     10,800  
Comprehensive income
    11,687       (323 )     11,364  
Basic earnings per common share
    0.45       (0.02 )     0.43  
Earnings per common share - assuming dilution
    0.44       (0.01 )     0.43  
 
 
 
8

 
 
 
   
As of and For The
 
   
Nine Months Ended
 
   
September 25, 2011
 
   
As
Previously
Reported
   
Adjustments
   
As Restated
 
Condensed Consolidated Balance Sheet
                 
Noncurrent deferred income tax liabilities
  $ 7,110     $ (2,400 )   $ 4,710  
Other long-term liabilities
    11,542       11,003       22,545  
Redeemable noncontrolling interests
    -       3,558       3,558  
Retained earnings
    282,826       (3,916 )     278,910  
Noncontrolling interests in subsidiaries
    8,245       (8,245 )     -  
Total stockholders' equity
    212,554       (12,161 )     200,393  
Condensed Consolidated Statement of Comprehensive Income
                       
Interest expense
  $ 1,183     $ 1,339     $ 2,522  
Income before income taxes
    62,693       (1,339 )     61,354  
Income tax expense
    20,151       (509 )     19,642  
Net income, including noncontrolling interests
    42,542       (830 )     41,712  
Net income, net of noncontrolling interests
    39,674       (830 )     38,844  
Comprehensive income
    43,048       (830 )     42,218  
Basic earnings per common share
    1.57       (0.03 )     1.54  
Earnings per common share - assuming dilution
    1.55       (0.03 )     1.52  
Consolidated Statement of Cash Flows
                       
Net income, including noncontrolling interests
  $ 42,542     $ (830 )   $ 41,712  
Deferred income taxes
    5,219       (509 )     4,710  
Other
    1,272       1,339       2,611  
Net cash provided by operating activities
    87,216       -       87,216  
 
 
   
December 25, 2011
 
   
As
Previously
Reported
   
Adjustments
   
As Restated
 
Condensed Consolidated Balance Sheet
                 
Noncurrent deferred income tax liabilities
  $ 9,147     $ (2,455 )   $ 6,692  
Other long-term liabilities
    25,611       11,065       36,676  
Redeemable noncontrolling interests
    -       3,965       3,965  
Retained earnings
    298,807       (4,006 )     294,801  
Noncontrolling interests in subsidiaries
    8,569       (8,569 )     -  
Total stockholders' equity
    218,222       (12,575 )     205,647  
 
 
   
December 26, 2010
 
   
As
Previously
Reported
   
Adjustments
   
As Restated
 
Consolidated Statement of Stockholders' Equity
                 
Retained earnings
  $ 243,152     $ (3,086 )   $ 240,066  
Noncontrolling interests in subsidiaries
    8,506       (8,506 )     -  
Total stockholders' equity
    207,200       (11,592 )     195,608  
 
 
2.
Basis of Presentation and Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the nine months ended September 23, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ended December 30, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K/A 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 25, 2011.
 
 
 
9

 
 
Significant Accounting Policies
 
Comprehensive Income
 
The Company adopted the required Accounting Standards Updates (“ASU”) Nos. 2011-05 and 2011-12, Comprehensive Income: Presentation of Comprehensive Income in the first quarter of 2012 on a retrospective basis. The updated guidance does not change the components of comprehensive income, but eliminates certain options for presenting comprehensive income in the financial statements. In accordance with this updated guidance, we no longer present components of comprehensive income in our Consolidated Statements of Stockholders’ Equity. Instead, we are now required to present components of comprehensive income in either one continuous financial statement with two sections, net income and comprehensive income, or in two separate but consecutive statements. We elected the one continuous financial statement approach in the accompanying financial statements.
 
Noncontrolling Interests
 
The Consolidation topic of the Accounting Standards Codification (“ASC”) requires all entities to report noncontrolling interests in subsidiaries as equity in the consolidated financial statements, but separate from the equity of the parent company. The Consolidation topic further requires that consolidated net income be reported at amounts attributable to the parent and the noncontrolling interest, rather than expensing the income attributable to the noncontrolling interest holder. Additionally, disclosures are required to clearly identify and distinguish between the interests of the parent company and the interests of the noncontrolling owners, including a disclosure on the face of the consolidated statements for income attributable to the noncontrolling interest holder.
 
Papa John’s had two subsidiaries in which there were noncontrolling interests as of September 23, 2012 and September 25, 2011, which were as follows:
 
   
Restaurants as
of Sept. 23, 2012
   
Restaurants as
of Sept. 25, 2011
 
Restaurant Locations
 
Papa John's
Ownership
   
Noncontrolling
Interest
Ownership
 
                           
Star Papa, LP
    76       75  
Texas
    51 % *     49 % *
Colonel's Limited, LLC
    52       52  
Maryland and Virginia
    70 % *     30 % *
 
*The ownership percentages were the same for both the 2012 and 2011 periods presented in the accompanying consolidated financial statements.
 
 
 
10

 
 
The income before income taxes attributable to these subsidiaries for the three and nine months ended September 23, 2012 and September 25, 2011 was as follows (in thousands):
 
   
Three Months
   
Nine Months
 
   
Sept. 23,
   
Sept. 25,
   
Sept. 23,
   
Sept. 25,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Papa John's International, Inc.
  $ 1,259     $ 1,377     $ 5,157     $ 4,693  
Noncontrolling interests
    794       817       3,292       2,868  
Total income before income taxes
  $ 2,053     $ 2,194     $ 8,449     $ 7,561  
 
The Colonel’s Limited, LLC agreement contains a mandatory redemption clause and, accordingly, the Company has recorded this noncontrolling interest as a liability at its redemption value in other long-term liabilities.
 
The Star Papa, LP agreement contains a redemption feature that is not currently redeemable, but it is probable to become redeemable in the future. Due to specific valuation provisions contained in the agreement, this noncontrolling interest has been recorded at its carrying value in temporary equity.
 
The total of the mandatorily redeemable noncontrolling interest and the redeemable noncontrolling interest holders’ equity totaled $16.5 million as of September 23, 2012 and $15.0 million as of December 25, 2011.
 
As more fully described in Note 1, we have corrected errors in our accounting for noncontrolling interests related to our joint ventures.
 
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 our 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. We use an estimated annual effective rate based on expected annual income to determine our quarterly provision for income taxes. Discrete items are recorded in the quarter in which they occur.
 
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 are also recognized for the estimated future effects of tax loss carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the new tax is enacted. As a result, our effective tax rate may fluctuate. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts we expect to realize. As of September 23, 2012, we had a net deferred tax asset of $579,000.
 
Tax authorities periodically audit the Company. We record reserves and related interest and penalties for identified exposures. We evaluate these issues on a quarterly basis to adjust for events, such as court rulings or audit settlements, which may impact our ultimate payment for such exposures.
 
Subsequent Events
 
The Company evaluated subsequent events through the date the financial statements were issued and filed. See Note 7 “Acquisition and Divestiture of Restaurants” for details related to a subsequent event transaction.
 
 
 
11

 
 
Reclassifications
 
Certain prior year amounts in the Condensed Consolidated Balance Sheets and the Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.
 
3.
Accumulated Other Comprehensive Income (Loss)
 
Accumulated Other Comprehensive Income (Loss) is comprised of the following (in thousands):
 
 
   
Foreign
Currency
   
Interest
Rate
Swaps (a)
   
Defined
Pension
Plan
   
Accumulated
Other
Comprehensive
Income (Loss)
 
Three Months Ended
                       
Beginning balance - June 26, 2011
  $ 1,608     $ -     $ -     $ 1,608  
Current period other comprehensive income (loss)
    (160 )     (93 )     -       (253 )
Ending balance - September 25, 2011
  $ 1,448     $ (93 )   $ -     $ 1,355  
                                 
Beginning balance - June 24, 2012
  $ 1,718     $ (80 )   $ (29 )   $ 1,609  
Current period other comprehensive income (loss)
    1,256       (9 )     -       1,247  
Ending balance - September 23, 2012
  $ 2,974     $ (89 )   $ (29 )   $ 2,856  
                                 
Nine Months Ended
                               
Beginning balance - December 26, 2010
  $ 1,008     $ (159 )   $ -     $ 849  
Current period other comprehensive income (loss)
    440       66       -       506  
Ending balance - September 25, 2011
  $ 1,448     $ (93 )   $ -     $ 1,355  
                                 
Beginning balance - December 25, 2011
  $ 1,872     $ 6     $ (29 )   $ 1,849  
Current period other comprehensive income (loss)
    1,102       (95 )     -       1,007  
Ending balance - September 23, 2012
  $ 2,974     $ (89 )   $ (29 )   $ 2,856  
 
(a) Current period other comprehensive income (loss) is shown net of tax of ($54) and ($6) for the three months ended September 25, 2011 and September 23, 2012, respectively, and $35 and ($56) for the nine months ended September 25, 2011 and September 23, 2012, respectively.
             
4.
Fair Value Measurements and Disclosures
 
The Company is required to determine 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. Assets and liabilities carried at fair value are required to be classified and disclosed in one of the following 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.
 
 
 
12

 
 
Our financial assets and liabilities that were measured at fair value on a recurring basis as of September 23, 2012 and December 25, 2011 are as follows (in thousands):
 
   
Carrying
   
Fair Value Measurements
 
   
Value
   
Level 1
   
Level 2
   
Level 3
 
                         
September 23, 2012
                       
Financial assets:
                       
   Cash surrender value of life insurance policies *
  $ 13,088     $ 13,088     $ -     $ -  
                                 
Financial liabilities:
                               
   Interest rate swap
    142       -       142       -  
                                 
December 25, 2011
                               
Financial assets:
                               
   Cash surrender value of life insurance policies *
  $ 11,387     $ 11,387     $ -     $ -  
   Interest rate swap
    11       -       11       -  
                                 
* Represents life insurance policies held in our non-qualified deferred compensation plan.
         
 
There were no transfers among levels within the fair value hierarchy during the nine months ended September 23, 2012.
 
The fair value of our interest rate swap 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 swap, as well as considering published discount factors, and projected London Interbank Offered Rates (“LIBOR”).
 
5.  Debt
 
Our long-term debt is comprised of the outstanding balance under our revolving line of credit.  The balance was $50.0 million as of September 23, 2012 and $51.5 million as of December 25, 2011.
 
In September 2010, we entered into a five-year, $175.0 million unsecured revolving credit facility (“Credit Facility”). The Credit Facility was amended in November 2011 (the “Amended Credit Facility”), which extended the maturity date of the Credit Facility to November 30, 2016. Under the Amended Credit Facility, outstanding balances accrue interest at 75 basis points to 150 basis points over LIBOR or other bank developed rates at our option (previously interest accrued at 100 basis points to 175 basis points above LIBOR). The remaining availability under the Amended Credit Facility, reduced for outstanding letters of credit, was approximately $111.5 million as of September 23, 2012. The fair value of the outstanding debt approximates the carrying value since the debt agreements are variable-rate instruments.
 
The Amended Credit Facility contains customary affirmative and negative covenants, including financial covenants requiring the maintenance of specified fixed charges and leverage ratios. At September 23, 2012, we were in compliance with these covenants.
 
In August 2011, we entered into an interest rate swap agreement that provides for a fixed rate of 0.53%, as compared to LIBOR, with a notional amount of $50.0 million. The interest rate swap agreement expires in August 2013. We previously had two interest rate swap agreements that expired in January 2011. The previous swap agreements provided for fixed rates of 4.98% and 3.74%, as compared to LIBOR, with each having a notional amount of $50.0 million.
 
 
 
13

 
 
Our swaps are derivative instruments that are designated as cash flow hedges because the swaps provide a hedge against the effects of rising interest rates on borrowings. The effective portion of the gain or loss on the swap is reported as a component of accumulated other comprehensive income and reclassified into earnings in the same period or periods during which the swap affects earnings. Gains or losses on the swap representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Amounts payable or receivable under the swap are accounted for as adjustments to interest expense. As of September 23, 2012, the swap is a highly effective cash flow hedge.
 
The weighted average interest rates for our revolving credit facilities, including the impact of the swap agreements, were 1.3% for each of the three months ended September 23, 2012 and September 25, 2011, and 1.3% and 2.0% for the nine months ended September 23, 2012 and September 25, 2011, respectively. Interest paid, including payments made or received under the swaps, was $237,000 and $230,000 for the three months ended September 23, 2012 and September 25, 2011, respectively, and $718,000 and $1.4 million for the nine months ended September 23, 2012 and September 25, 2011, respectively. The interest rate swap (liability of $142,000 at September 23, 2012) will be recorded as interest expense over the next twelve months.
 
6.  Calculation of Earnings Per Share
 
The calculations of basic earnings per common share and earnings per common share – assuming dilution are as follows (in thousands, except per-share data):
 
   
Three Months Ended
   
Nine Months Ended
 
   
Sept. 23,
   
Sept. 25,
   
Sept. 23,
   
Sept. 25,
 
   
2012
   
2011
   
2012
   
2011
 
   
(As Restated)
   
(As Restated)
   
(As Restated)
   
(As Restated)
 
Basic earnings per common share:
                       
Net income, net of redeemable noncontrolling interests
  $ 13,031     $ 10,800     $ 44,301     $ 38,844  
Weighted average shares outstanding
    23,268       24,964       23,685       25,302  
Basic earnings per common share
  $ 0.56     $ 0.43     $ 1.87     $ 1.54  
                                 
Earnings per common share - assuming dilution:
                               
Net income, net of redeemable noncontrolling interests
  $ 13,031     $ 10,800     $ 44,301     $ 38,844  
                                 
Weighted average shares outstanding
    23,268       24,964       23,685       25,302  
Dilutive effect of outstanding compensation awards
    453       182       422       226  
Diluted weighted average shares outstanding
    23,721       25,146       24,107       25,528  
Earnings per common share - assuming dilution
  $ 0.55     $ 0.43     $ 1.84     $ 1.52  
 
Shares subject to options to purchase common stock with an exercise price greater than the average market price were not included in the computation of earnings per common share – assuming dilution because the effect would have been antidilutive. The weighted average number of shares subject to the antidilutive options was 207,000 for the three months ended September 25, 2011 and 306,000 for the nine months ended September 25, 2011 (none for the three and nine months ended September 23, 2012).
 
 
 
14

 
 
7.  Acquisition and Divestiture of Restaurants
 
During the second quarter of 2012, we completed the acquisition of 56 franchised Papa John’s restaurants located in the Denver and Minneapolis markets. The purchase price, which was paid in cash, was $5.2 million net of divestiture proceeds of $0.7 million from the sale of six restaurants located in the Denver market to an existing franchisee. This business combination was accounted for by the purchase method of accounting, whereby operating results subsequent to the acquisition date are included in our consolidated financial results.
 
The preliminary purchase price of the acquisition has been allocated based on initial fair value estimates as follows (in thousands):
 
Property and equipment
  $ 1,602  
Reacquired franchise right
    245  
Goodwill
    3,830  
Other, including cash
    239  
Total purchase price
  $ 5,916  
 
The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill, all of which is expected to be deductible for tax purposes.
 
On July 23, 2012, Papa John’s and a third party formed a limited liability company (PJ Minnesota, LLC) to operate the previously acquired Minneapolis restaurants. The Company’s equity (80% ownership) in the operations was funded by the contribution of the acquired restaurants, while the third party’s equity (20% ownership) was funded through a $275,000 loan issued by Papa John’s and a $25,000 cash contribution. There was no gain on this transaction. We are required to fully consolidate the financial results of this limited liability company. See Note 2 for additional information.
 
Subsequent to the end of our third quarter, Papa John’s and a third party formed a limited liability company (PJ Denver, LLC) to operate the previously acquired Denver restaurants. The Company’s equity (60% ownership) in the operations was funded by the contribution of the acquired restaurants and cash (total value of $2.5 million), while the third party’s equity (40% ownership) was funded by a cash contribution of $1.7 million. We will be required to consolidate the financial results of this limited liability company.
 
8.  Commitments and Contingencies
 
In connection with the 2006 sale of our former Perfect Pizza operations in the United Kingdom, we remain contingently liable for payment of approximately 40 leases, which have varying terms with most expiring by the end of 2015. As the initial party to the lease agreements, we are liable to the extent the primary obligor does not satisfy its payment obligations. The estimated maximum amount of undiscounted rental payments we would be required to make in the event of non-payment under these leases is approximately $1.8 million, net of amounts reserved of approximately $700,000.
 
In addition, we are subject to claims and legal actions in the ordinary course of 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.
 
9.  Segment Information
 
We have defined six reportable segments: domestic Company-owned restaurants, domestic commissaries, North America franchising, international operations, variable interest entities (“VIEs”) and “all other” units.
 
 
15

 
 
The domestic Company-owned restaurant segment consists of the operations of all domestic (“domestic” is defined as contiguous United States) Company-owned restaurants and derives its revenues principally from retail sales of pizza, side items and soft drinks to the general public. The domestic commissary segment consists of the operations of our regional dough production and product distribution centers and derives its revenues principally from the sale and distribution of food and paper products to domestic Company-owned and franchised restaurants. The 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 international operations segment principally consists of our Company-owned restaurants in China and distribution sales to franchised Papa John’s restaurants located in the United Kingdom, Mexico and China 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. BIBP Commodities, Inc., a franchisee-owned corporation, which operated through February 2011, was a VIE in which we were deemed the primary beneficiary, and is the only activity reflected in the VIE segment. All other business units that do not meet the quantitative thresholds for determining reportable segments, which are not operating segments, we refer to as our “all other” segment, which consists of operations that derive revenues from the sale, principally to Company-owned and franchised restaurants, of printing and promotional items, risk management services, and information systems and related services used in restaurant operations, including our online and other technology-based ordering platforms.
 
Generally, we evaluate performance and allocate resources based on profit or loss from operations before income taxes and eliminations. Certain administrative and capital costs are allocated to segments based upon predetermined rates or actual estimated resource usage. We account for intercompany sales and transfers as if the sales or transfers were to third parties and eliminate the 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 consolidated revenues.
 
 
 
16

 
 
Our segment information is as follows (in thousands):
 
   
Three Months Ended
   
Nine Months Ended
 
   
Sept. 23, 2012
   
Sept. 25, 2011
   
Sept. 23, 2012
   
Sept. 25, 2011
 
   
(As Restated)
   
(As Restated)
   
(As Restated)
   
(As Restated)
 
Revenues from external customers:
                       
   Domestic Company-owned restaurants
  $ 143,299     $ 128,787     $ 430,641     $ 395,099  
   Domestic commissaries
    132,666       130,870       396,869       379,569  
   North America franchising
    18,937       18,122       58,984       56,265  
   International
    18,031       15,521       52,265       42,551  
   All others
    12,581       12,368       36,610       38,185  
Total revenues from external customers
  $ 325,514     $ 305,668     $ 975,369     $ 911,669  
                                 
Intersegment revenues:
                               
   Domestic commissaries
  $ 42,313     $ 38,702     $ 123,802     $ 112,674  
   North America franchising
    546       542       1,656       1,625  
   International
    60       58       171       163  
   Variable interest entities
    -       -       -       25,117  
   All others
    2,758       2,793       8,443       7,919  
Total intersegment revenues
  $ 45,677     $ 42,095     $ 134,072     $ 147,498  
                                 
Income (loss) before income taxes:
                               
   Domestic Company-owned restaurants
  $ 5,549     $ 4,273     $ 27,228     $ 22,577  
   Domestic commissaries
    6,846       7,237       25,990       21,112  
   North America franchising
    16,070       15,941       50,829       50,190  
   International
    625       249       1,217       (817 )
   All others
    732       (66 )     1,598       (742 )
   Unallocated corporate expenses
    (9,201 )     (11,607 )     (34,784 )     (30,710 )
   Elimination of intersegment profits
    242       297       (229 )     (256 )
Total income before income taxes
  $ 20,863     $ 16,324     $ 71,849     $ 61,354  
                                 
Property and equipment:
                               
   Domestic Company-owned restaurants
  $ 180,973                          
   Domestic commissaries
    92,192                          
   International
    20,702                          
   All others
    36,199                          
   Unallocated corporate assets
    139,153                          
   Accumulated depreciation and amortization
    (283,623 )                        
Net property and equipment
  $ 185,596                          
 
 
 
17

 
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview
 
Papa John’s International, Inc. (referred to as the “Company,” “Papa John’s” or in the first person notations of “we,” “us” and “our”) began operations in 1985. At September 23, 2012, there were 4,029 Papa John’s restaurants (680 Company-owned and 3,349 franchised) operating in all 50 states and 34 countries. Our revenues are principally derived from retail sales of pizza and other food and beverage products to the general public by Company-owned restaurants, franchise royalties, sales of franchise and development rights, sales to franchisees of food and paper products, printing and promotional items, risk management services, and information systems and related services used in their operations.
 
The results of operations are based on the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). The preparation of consolidated financial statements requires management to select accounting policies for critical accounting areas and make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant changes in assumptions and/or conditions in our critical accounting policies could materially impact the operating results.
 
Restatement of Previously Issued Financial Statements
 
In connection with the evaluation of the accounting for newly formed joint ventures, we reviewed our accounting for our previously existing joint venture arrangements. As a result of our review, we determined an error occurred in the accounting for one joint venture agreement, which contained a mandatorily redeemable feature added through a contract amendment in the third quarter of 2009. This provision contained in the 2009 contract amendment was not previously considered in determining the classification and measurement of the noncontrolling interest. In addition, we determined an additional redeemable noncontrolling interest was incorrectly classified in shareholders' equity and should be classified as temporary equity, which impacted the consolidated balance sheets and statements of stockholders' equity. As such, we are restating our previously issued consolidated financial statements within this report. The correction of the error related to the mandatorily redeemable noncontrolling interest had an impact on our Condensed Consolidated Statements of Comprehensive Income, interest expense, income tax expense, and net income which is reflected herein for 2012 and 2011. The restatements resulted in a decrease in diluted earnings per share of $0.01 for the nine months ended September 23, 2012 (no impact for the three-month period), and decreases in diluted earnings per share of $0.01 and $0.03 for the three and nine months ended September 25, 2011, respectively. The corrections were recorded to our “Unallocated Corporate Expenses” segment. The corrections had no impact on total revenues, operating income, or operating cash flows and had no impact on our compliance with debt covenants in any period presented. See “Note 1” and “Note 2” of “Notes to Condensed Consolidated Financial Statements” for additional information.
 
Non-GAAP Measures
 
In connection with a new multi-year supplier agreement, the Company received a $5.0 million supplier marketing payment in the first quarter of 2012. The Company is recognizing the supplier marketing payment evenly as income over the five-year term of the agreement ($250,000 per quarter). The Company then contributed the supplier marketing payment to the Papa John’s Marketing Fund (“PJMF”), an unconsolidated, non-profit corporation, for the benefit of domestic restaurants. The Company contribution to PJMF was fully expensed in the first quarter of 2012.
 
PJMF elected to distribute the $5.0 million supplier marketing payment to the domestic system as advertising credits in the first quarter of 2012. Our domestic Company-owned restaurants’ portion of the advertising credits resulted in an increase in income before income taxes of approximately $1.0 million for the nine months ended September 23, 2012.
 
 
18

 
 
The overall impact of the two transactions described above, which are collectively defined as the “Incentive Contribution,” was a net increase to income before income taxes of approximately $250,000 for the three months ended September 23, 2012 and a reduction of $3.2 million for the nine months ended September 23, 2012. The impact for full-year 2012 will be a reduction to income before income taxes of approximately $3.0 million (or a reduction to diluted earnings per share of approximately $0.08).
 
The following table reconciles our GAAP financial results to the adjusted financial results, excluding the impact of the Incentive Contribution, for the three and nine months ended September 23, 2012:
 
   
Three Months Ended
    Nine Months Ended  
   
Sept. 23,
   
Sept. 25,
   
Increase
   
Sept. 23,
   
Sept. 25,
   
Increase
 
(In thousands, except per share amounts)
 
2012
   
2011
   
(decrease)
   
2012
   
2011
   
(decrease)
 
   
(As Restated)
   
(As Restated)
         
(As Restated)
   
(As Restated)
       
                                     
Income before income taxes, as reported
  $ 20,863     $ 16,324     $ 4,539     $ 71,849     $ 61,354     $ 10,495  
Incentive Contribution
    (250 )     -       (250 )     3,221       -       3,221  
Income before income taxes, excluding Incentive Contribution
  $ 20,613     $ 16,324     $ 4,289     $ 75,070     $ 61,354     $ 13,716  
                                                 
Net income, as reported
  $ 13,031     $ 10,800     $ 2,231     $ 44,301     $ 38,844     $ 5,457  
Incentive Contribution
    (159 )     -       (159 )     2,116       -       2,116  
Net income, excluding Incentive Contribution
  $ 12,872     $ 10,800     $ 2,072     $ 46,417     $ 38,844     $ 7,573  
                                                 
Earnings per diluted share, as reported
  $ 0.55     $ 0.43     $ 0.12     $ 1.84     $ 1.52     $ 0.32  
Incentive Contribution
    -       -       -       0.09       -       0.09  
Earnings per diluted share, excluding Incentive Contribution
  $ 0.55     $ 0.43     $ 0.12     $ 1.93     $ 1.52     $ 0.41  
 
The presentation in this report of financial results excluding the Incentive Contribution are non-GAAP measures and should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s GAAP measures. Management believes presenting the financial information excluding the impact of the Incentive Contribution is important for purposes of comparison to prior year results. In addition, management uses these non-GAAP measures to allocate resources, and analyze trends and underlying operating performance. Annual cash bonuses, and certain long-term incentive programs for various levels of management, were based on financial measures that excluded the Incentive Contribution. See “Discussion of Operating Results” below for further analysis regarding the impact of the Incentive Contribution.
 
In addition, we present free cash flow in this report, which is a non-GAAP measure. We define free cash flow as net cash provided by operating activities (from the consolidated statements of cash flows) less the purchases of property and equipment. We view free cash flow as an important measure because it is one factor that management uses in determining the amount of cash available for discretionary investment. Free cash flow is not a term defined by GAAP and as a result our measure of free cash flow might not be comparable to similarly titled measures used by other companies. Free cash flow should not be construed as a substitute for or a better indicator of our performance than the Company’s GAAP measures. See “Liquidity and Capital Resources” for a reconciliation of free cash flow to the most directly comparable GAAP measure.
 
The presentation of the non-GAAP measures in this report is made alongside the most directly comparable GAAP measures.
 
 
 
19

 
 
Restaurant Progression
 
   
Three Months Ended
   
Nine Months Ended
 
   
Sept. 23, 2012
   
Sept. 25, 2011
   
Sept. 23, 2012
   
Sept. 25, 2011
 
                         
North America Company-owned:
                       
Beginning of period
    643       595       598       591  
Opened
    2       2       2       6  
Closed
    -       -       (3 )     -  
Acquired from franchisees
    1       -       57       -  
Sold to franchisees
    (3 )     -       (11 )     -  
End of period
    643       597       643       597  
International Company-owned:
                               
Beginning of period
    33       23       30       21  
Opened
    5       3       9       5  
Closed
    (1 )     -       (2 )     -  
End of period
    37       26       37       26  
North America franchised:
                               
Beginning of period
    2,475       2,393       2,463       2,346  
Opened
    45       36       127       103  
Closed
    (9 )     (16 )     (31 )     (36 )
Acquired from Company
    3       -       11       -  
Sold to Company
    (1 )     -       (57 )     -  
End of period
    2,513       2,413       2,513       2,413  
International franchised:
                               
Beginning of period
    822       722       792       688  
Opened
    23       33       74       82  
Closed
    (9 )     (11 )     (30 )     (26 )
End of period
    836       744       836       744  
Total restaurants - end of period
    4,029       3,780       4,029       3,780  
 
Results of Operations
 
Summary of Operating Results - Segment Review
 
Discussion of Revenues
 
Consolidated revenues were $325.5 million for the third quarter of 2012, an increase of $19.8 million, or 6.5%, over the corresponding 2011 period. For the nine months ended September 23, 2012, total revenues were $975.4 million, an increase of $63.7 million, or 7.0%, from revenues of $911.7 million for the comparable period in 2011.  The increases in revenues for the third quarter and nine months ended September 23, 2012 were primarily due to the following:
 
 
Domestic Company-owned restaurant sales increased $14.5 million, or 11.3%, and $35.5 million, or 9.0%, for the three and nine months ended September 23, 2012, respectively, due to increases in comparable sales of 5.0% and 5.1% and the net acquisition of 50 restaurants in the Denver and Minneapolis markets from a franchisee in the second quarter of 2012. “Comparable sales” represents the change in year-over-year sales for the same base of restaurants for the same fiscal periods.
 
North America franchise royalty revenue increased approximately $800,000, or 4.5%, and $2.6 million, or 4.7%, for the three and nine months ended September 23, 2012, respectively, primarily due to increases in comparable sales of 1.7% and 2.4% and increases in net franchise units over the prior year. Royalty revenue increases were slightly offset by reduced royalties attributable to the Company’s net acquisition of the 50 restaurants noted above.
 
 
 
20

 
 
 
 
Domestic commissary sales increased $1.8 million, or 1.4%, and $17.3 million, or 4.6%, for the three and nine months ended September 23, 2012, respectively, primarily due to higher commissary product volumes resulting from increases in the volume of restaurant sales, partially offset by lower revenues due to lower commodity costs.
 
International revenues increased $2.5 million, or 16.2%, and increased $9.7 million, or 22.8%, for the three and nine months ended September 23, 2012, respectively, primarily due to increases in the number of Company-owned and franchised restaurants and increases in comparable sales of 6.9% and 7.1%, calculated on a constant dollar basis.
 
Other sales increased approximately $200,000, or 1.7%, for the three months ended September 23, 2012, and decreased $1.6 million, or 4.1%, for the nine months ended September 23, 2012. The decrease for the nine-month period was primarily due to a decline in sales at our print and promotions subsidiary, Preferred Marketing Solutions, partially offset by an increase in online sales.
 
Discussion of Operating Results
 
Third quarter 2012 income before income taxes was $20.9 million compared to $16.3 million in the prior year, or a 27.8% increase. Income before income taxes was $71.8 million for the nine months ended September 23, 2012, compared to $61.4 million for the prior year, or a 17.1% increase. The Incentive Contribution (see “Non-GAAP Measures” above) increased income before income taxes by $250,000 for the third quarter of 2012 and decreased income before income taxes by $3.2 million for the nine-month period of 2012. Excluding the net impact of the Incentive Contribution, income before income taxes was $20.6 million for the third quarter of 2012, an increase of $4.3 million or 26.3% compared to the same period in the prior year and was $75.1 million for the nine-month period of 2012, an increase of $13.7 million, or 22.4%, compared to the same period in the prior year. Income before income taxes is summarized in the following table on a reporting segment basis (in thousands):
 
 
   
Three Months Ended
   
Nine Months Ended
 
   
Sept. 23,
   
Sept. 25,
   
Increase
   
Sept. 23,
   
Sept. 25,
   
Increase
 
   
2012
   
2011
   
(Decrease)
   
2012
   
2011
   
(Decrease)
 
   
(As Restated)
   
(As Restated)
         
(As Restated)
   
(As Restated)
       
                                     
Domestic Company-owned restaurants (a)
  $ 5,549     $ 4,273     $ 1,276     $ 27,228     $ 22,577     $ 4,651  
Domestic commissaries
    6,846       7,237       (391 )     25,990       21,112       4,878  
North America franchising
    16,070       15,941       129       50,829       50,190       639  
International
    625       249       376       1,217       (817 )     2,034  
All others
    732       (66 )     798       1,598       (742 )     2,340  
Unallocated corporate expenses (b)
    (9,201 )     (11,607 )     2,406       (34,784 )     (30,710 )     (4,074 )
Elimination of intersegment loss (profit)
    242       297       (55 )     (229 )     (256 )     27  
Total income before income taxes
  $ 20,863     $ 16,324     $ 4,539     $ 71,849     $ 61,354     $ 10,495  
 
 
(a)
Includes the benefit of a $1.0 million advertising credit from PJMF related to the Incentive Contribution for the nine months ended September 23, 2012. See “Non-GAAP Measures” above for further information about the Incentive Contribution.
 
 
(b)
Includes the impact of the Incentive Contribution in 2012 ($250,000 increase for the three-month period and a $4.3 million reduction for the nine-month period).
 
Income before income taxes increased $4.5 million and $10.5 million for the three and nine months ended September 23, 2012, respectively ($4.3 million and $13.7 million, respectively, excluding the net impact of the Incentive Contribution). The changes in income before income taxes were due to the following:
 
 
Domestic Company-owned Restaurant Segment. Domestic Company-owned restaurants’ income increased $1.3 million in the third quarter of 2012, and $4.7 million for the nine months ended September 23, 2012, including the $1.0 million advertising credit from PJMF. These increases were primarily due to the previously noted comparable sales increases and lower commodity costs, including cheese, partially offset by higher local advertising, including additional costs for newly acquired markets. Additionally, the nine-month period benefited from various supplier incentives.
 
 
 
21

 
 
 
Domestic Commissary Segment. Domestic commissaries’ income decreased approximately $400,000 and increased approximately $4.9 million for three and nine months ended September 23, 2012, respectively. The decrease for the three-month period was primarily due to lower margins resulting from lower prices charged to restaurants and higher distribution costs, slightly offset by increased profits from higher restaurant sales. The increase for the nine-month period was primarily due to higher commissary product volumes resulting from increased sales volumes from the previously noted increase in net units and comparable sales, slightly offset by higher distribution costs.
 
 
North America Franchising Segment. North America Franchising income increased approximately $100,000 and $600,000 for the three and nine months ended September 23, 2012, respectively. The increases were due to the previously mentioned royalty revenue increases, partially offset by both an increase in development incentive costs and a reduction in royalties attributable to the Company’s net acquisition of the 50 Denver and Minneapolis restaurants.
 
 
International Segment. The International Segment reported income of approximately $600,000 and $1.2 million for the three and nine months ended September 23, 2012, respectively. The improvements in operating results of approximately $400,000 and $2.0 million for the three- and nine-month periods, respectively, compared to the corresponding 2011 periods were primarily due to increased royalties due to growth in the number of units and the 6.9% and 7.1% increases in comparable sales in the three and nine months ended September 23, 2012, respectively, and improved operating results at our United Kingdom commissary.
 
 
All Others Segment. The “All others” reporting segment reported income of approximately $700,000 and $1.6 million for the three and nine months ended September 23, 2012, respectively. The “All Others” reporting segment results increased approximately $800,000 and $2.3 million for the three- and nine-month periods, respectively, as compared to the corresponding 2011 periods. These increases were primarily due to an improvement in our eCommerce operations due to higher online sales. These improved results were somewhat offset by reduced operating results of Preferred Marketing Solutions due to the previously noted reduction in sales.
 
 
Unallocated Corporate Segment. Unallocated corporate expenses decreased approximately $2.4 million and increased approximately $4.1 million for the three and nine months ended September 23, 2012, respectively, compared to the corresponding 2011 periods. The components of unallocated corporate expenses were as follows (in thousands):
 
 
     
Three Months Ended
   
Nine Months Ended
 
     
Sept. 23,
   
Sept. 25,
   
Increase
   
Sept. 23,
   
Sept. 25,
   
Increase
 
     
2012
   
2011
   
(decrease)
   
2012
   
2011
   
(decrease)
 
     
(As Restated)
   
(As Restated)
         
(As Restated)
   
(As Restated)
       
                                       
 
General and administrative (a)
  $ 7,589     $ 5,629     $ 1,960     $ 24,289     $ 18,987     $ 5,302  
 
Supplier marketing (income)
                                               
 
   payment (b)
    (250 )     -       (250 )     4,250       -       4,250  
 
Net interest (c)
    348       638       (290 )     978       2,014       (1,036 )
 
Depreciation
    1,829       1,818       11       5,382       6,236       (854 )
 
Franchise incentives and initiatives (d)
    -       2,754       (2,754 )     -       2,754       (2,754 )
 
Perfect Pizza lease obligation (e)
    -       782       (782 )     197       782       (585 )
 
Other income
    (315 )     (14 )     (301 )     (312 )     (63 )     (249 )
 
Total unallocated corporate
                                               
 
   expenses
  $ 9,201     $ 11,607     $ (2,406 )   $ 34,784     $ 30,710     $ 4,074  
 
 
 
22

 
 
 
(a)
Unallocated general and administrative costs increased for the three- and nine-month periods primarily due to an increase in legal and insurance costs. The nine-month period was also impacted by higher short-term management incentive costs and higher costs related to our operators’ conference.
 
 
(b)
See “Non-GAAP Measures” above for further information about the Incentive Contribution.
 
 
(c)
The decrease in net interest expense was primarily due to a change in redemption value of a mandatorily redeemable noncontrolling interest in a joint venture. See “Note 1” and “Note 2” of “Notes to Condensed Consolidated Financial Statements” for additional information.
 
 
(d)
In 2011, we offered incentives to domestic franchisees for meeting certain sales targets, including comparable sales, transactions and online sales.
 
 
(e)
The Perfect Pizza lease obligation relates to rents, taxes and insurance associated with the former Perfect Pizza operations in the United Kingdom. See the notes to condensed consolidated financial statements for additional information.
 
Diluted earnings per share were $0.55 in the third quarter of 2012 compared to $0.43 in the third quarter of 2011, an increase of $0.12, or 27.9%. For the nine months ended September 23, 2012 and September 25, 2011, diluted earnings per share were $1.84 and $1.52, respectively ($1.93 per share for the nine months ended September 23, 2012, excluding the impact of the Incentive Contribution, an increase of $0.41 or 27.0%). Diluted weighted average shares outstanding decreased 5.7% and 5.6% for the three and nine months ended September 23, 2012, respectively, from the prior year comparable periods. Diluted earnings per share increased $0.03 and $0.10 for the three- and nine-month periods, respectively, due to the reduction in shares outstanding.
 
Review of Consolidated Operating Results
 
Revenues. Domestic Company-owned restaurant sales were $143.3 million for the three months ended September 23, 2012, compared to $128.8 million for the same period in 2011, and $430.6 million for the nine months ended September 23, 2012, compared to $395.1 million for the same period in 2012.  The increases of $14.5 million and $35.5 million were primarily due to the previously mentioned increases of 5.0% and 5.1% in comparable sales during the three and nine months ended September 23, 2012, respectively. The net acquisition of 50 restaurants in Denver and Minneapolis from a franchisee in the second quarter of 2012 also increased sales.
 
North America franchise sales, which are not included in the Company’s revenues, were $434.6 million for the three months ended September 23, 2012, compared to $419.7 million for the same period in 2011, and $1.352 billion for the nine months ended September 23, 2012, compared to $1.287 billion for the same period in 2011.  Domestic franchise comparable sales increased 1.7% for the third quarter and increased 2.4% for the nine months ended September 23, 2012, and equivalent units increased 2.7% and 3.7%, respectively, for the comparable periods.  “Equivalent units” represents the number of restaurants open at the beginning of a given period, adjusted for restaurants opened, closed, acquired or sold during the period on a weighted average basis. North America franchise royalties were $18.8 million and $58.4 million for the three and nine months ended September 23, 2012, respectively, representing increases of 4.5% and 4.7% from the comparable periods in the prior year. The increases in royalties were primarily due to the previously noted increases in franchise sales.
 
Average weekly sales for comparable units include restaurants that were open throughout the periods presented below. The comparable sales base for domestic Company-owned and North America franchised restaurants includes restaurants acquired by the Company or divested to franchisees during the previous twelve months. Average weekly sales for non-comparable units include restaurants that were not open throughout the periods presented below and include non-traditional sites. Average weekly sales for non-traditional units that do not have continuous operations are calculated based upon actual days open.
 
 
 
23

 
 
The comparable sales base and average weekly sales for 2012 and 2011 for domestic Company-owned and North America franchised restaurants consisted of the following:
 
   
Three Months Ended
 
   
September 23, 2012
   
September 25, 2011
 
   
Company
   
Franchised
   
Company
   
Franchised
 
                         
Total domestic units (end of period)
    643       2,513       597       2,413  
Equivalent units
    638       2,391       591       2,328  
Comparable sales base units
    631       2,187       582       2,150  
Comparable sales base percentage
    98.9 %     91.5 %     98.5 %     92.4 %
Average weekly sales - comparable units
  $ 17,329     $ 14,353     $ 16,850     $ 14,154  
Average weekly sales - total non-comparable units
  $ 12,519     $ 9,980     $ 11,144     $ 10,422  
Average weekly sales - all units
  $ 17,274     $ 13,980     $ 16,763     $ 13,869  
                                 
   
Nine Months Ended
 
   
September 23, 2012
   
September 25, 2011
 
   
Company
   
Franchised
   
Company
   
Franchised
 
                                 
Total domestic units (end of period)
    643       2,513       597       2,413  
Equivalent units
    618       2,403       588       2,318  
Comparable sales base units
    609       2,186       581       2,126  
Comparable sales base percentage
    98.5 %     91.0 %     98.8 %     91.7 %
Average weekly sales - comparable units
  $ 17,943     $ 14,839     $ 17,303     $ 14,559  
Average weekly sales - total non-comparable units
  $ 12,179     $ 10,316     $ 11,155     $ 10,612  
Average weekly sales - all units
  $ 17,856     $ 14,431     $ 17,224     $ 14,231  
 
Domestic commissary sales increased 1.4% to $132.7 million for the three months ended September 23, 2012, from $130.9 million in the comparable 2011 period and increased 4.6% to $396.9 million for the nine months ended September 23, 2012, from $379.6 million in the comparable 2011 period.  The increases were primarily due to higher commissary product volumes resulting from increases in the volume of restaurant sales slightly offset by lower revenues due to lower commodity costs.
 
Other sales increased approximately $200,000, or 1.7%, and decreased $1.6 million, or 4.1%, for the three and nine months ended September 23, 2012, respectively.  The decrease for the nine-month period was primarily due to a decline in sales at our print and promotions subsidiary, Preferred Marketing Solutions, partially offset by an increase in online sales.
 
International revenues increased 16.2% to $18.0 million and 22.8% to $52.3 million for the three and nine months ended September 23, 2012, from the prior year comparable periods.  The increases were due to increases in the number of Company-owned and franchised restaurants in addition to increases of 6.9% and 7.1% in comparable sales, calculated on a constant dollar basis, for the three- and nine-month periods, respectively.
 
Costs and expenses.  The restaurant operating margin for domestic Company-owned units was 17.5% for the three months ended September 23, 2012, compared to 17.4% for the same period in 2011, and 19.7% (19.4% excluding the $1.0 million advertising credit from PJMF) for the nine months ended September 23, 2012, compared to 19.1% for the same period in 2011. The restaurant operating margin increases of 0.1% and 0.6% for the three and nine months ended September 23, 2012, respectively, consisted of the following differences:
 
 
Cost of sales was 1.3% and 0.8% lower for the three and nine months ended September 23, 2012, as compared to the same periods in 2011 due to lower commodity costs, primarily cheese. Additionally, the nine-month period benefited from various supplier incentives.
 
Salaries and benefits were 0.4% higher as a percentage of sales for both the three and nine months ended September 23, 2012, as compared to the same periods in 2011, primarily due to higher bonuses paid to general managers.
 
 
 
24

 
 
 
Advertising and related costs as a percentage of sales were 0.6% higher for the three months ended September 23, 2012. The nine-month period was flat and included a $1.0 million advertising credit received from PJMF. The higher costs, excluding the advertising credit from PJMF, were due to increased local advertising, including additional costs for newly acquired markets.
 
Occupancy costs and other operating costs, on a combined basis, as a percentage of sales, were 0.2% higher and 0.1% lower for the three and nine months ended September 23, 2012, respectively.
 
Domestic commissary and other margin was 7.2% for the three months ended September 23, 2012, compared to 7.4% for the corresponding period in 2011, and was 8.2% for the nine months ended September 23, 2012, compared to 7.4% for the corresponding period in 2011, consisting of the following differences:
 
 
Cost of sales was 0.6% and 0.9% lower as a percentage of revenues for the three and nine months ended September 23, 2012, respectively, due to lower commodity costs, primarily cheese, which has a fixed-dollar markup and due to the benefit of increased online sales.
 
Salaries and benefits were 0.4% and 0.1% higher as a percentage of revenues for the three and nine months ended September 23, 2012, respectively. The increases were due to the previously mentioned higher commissary product volumes.
 
Other operating expenses as a percentage of sales were 0.4% and 0.1% higher as a percentage of revenues for the three and nine months ended September 23, 2012, respectively, as compared to the same periods in 2011 due primarily to higher distribution costs.
 
International operating expenses were 84.7% of international restaurant and commissary sales for the three months ended September 23, 2012, compared to 84.0% for the same period in 2011, and 85.1% of international restaurant and commissary sales for both the 2012 and 2011 nine-month periods. The increase in operating expenses for the three-month period was primarily due to costs associated with new Company-owned restaurants in China.
 
General and administrative costs were $30.4 million, or 9.3%, of revenues for the three months ended September 23, 2012, compared to $27.3 million, or 8.9%, of revenues for the same period in 2011, and $93.5 million, or 9.6%, of revenues for the nine months ended September 23, 2012, compared to $84.0 million, or 9.2%, of revenues for the same period in 2011. The increases for the three- and nine-month periods were primarily due to increases in legal and insurance costs. The nine-month period was also impacted by higher short-term management incentive costs and higher costs related to our operators’ conference.
 
Other general expenses reflected net expense of $1.2 million for the three months ended September 23, 2012, compared to $4.8 million for the comparable period in 2011, and $8.0 million, for the nine months ended September 23, 2012 compared to $7.0 million for the comparable period in 2011, as detailed below (in thousands):
 
   
Three Months Ended
   
Nine Months Ended
 
   
Sept. 23,
   
Sept. 25,
   
Increase
   
Sept. 23,
   
Sept. 25,
   
Increase
 
   
2012
   
2011
   
(Decrease)
   
2012
   
2011
   
(Decrease)
 
                                     
Supplier marketing (income) payment (a)
  $ (250 )   $ -     $ (250 )   $ 4,250     $ -     $ 4,250  
Disposition and valuation-related losses
    344       120       224       460       506       (46 )
Provision for uncollectible accounts
                                               
   and notes receivable
    297       583       (286 )     466       455       11  
Franchise and development incentives (b)
    929       3,307       (2,378 )     2,403       3,927       (1,524 )
Perfect Pizza lease obligation (c)
    -       782       (782 )     197       782       (585 )
Other
    (109 )     (15 )     (94 )     244       1,347       (1,103 )
Total other general expenses
  $ 1,211     $ 4,777     $ (3,566 )   $ 8,020     $ 7,017     $ 1,003  
 
(a)
See “Non-GAAP Measures” above for further information about the Incentive Contribution.
 
 
 
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(b)
Includes incentives provided to domestic franchisees for opening restaurants. The 2011 amounts include approximately $2.8 million of incentives offered to domestic franchisees for meeting certain sales targets, including driving comparable sales, transactions and online sales.
 
(c)
The Perfect Pizza lease obligation relates to rents, taxes and insurance associated with the former Perfect Pizza operations in the United Kingdom. See the notes to condensed consolidated financial statements for additional information.
 
Depreciation and amortization was $8.2 million (2.5% of revenues) for the three months ended September 23, 2012, compared to $8.0 million (2.6% of revenues) for the same 2011 period, and $24.2 million (2.5% of revenues) for the nine months ended September 23, 2012, compared to $24.7 million (2.7% of revenues) for the 2011 period.
 
Net interest. Net interest expense was approximately $340,000 for the three months ended September 23, 2012, compared to approximately $630,000 for the same period in 2011, and was approximately $940,000 for the nine months ended September 23, 2012, compared to approximately $2.0 million for the same period in 2011. The decreases in interest expense for both the three- and nine-month periods of 2012 were primarily due to a change in redemption value of a mandatorily redeemable noncontrolling interest in a joint venture.  See “Note 1” and “Note 2” of the “Notes to Condensed Consolidated Financial Statements” for additional information.
 
Income tax expense. Our effective income tax rates were 33.7% and 33.8% for the three and nine months ended September 23, 2012, respectively, representing increases of 4.9% and 1.8%, from the prior year rates.  Our effective income tax rate may fluctuate from quarter to quarter for various reasons, including the settlement or resolution of specific federal and state issues. The prior year included significant favorable tax resolution items.
 
Liquidity and Capital Resources
 
Our long-term debt is comprised entirely of the outstanding balance under our revolving line of credit. The balance was $50.0 million as of September 23, 2012 and $51.5 million as of December 25, 2011.
 
In September 2010, we entered into a five-year, $175.0 million unsecured revolving credit facility (“Credit Facility”). The Credit Facility was amended in November 2011 (the “Amended Credit Facility”), which extended the maturity date of the Credit Facility to November 30, 2016. Under the Amended Credit Facility, outstanding balances accrue interest at 75 to 150 basis points over the London Interbank Offered Rate (“LIBOR”) or other bank developed rates at our option (previously interest accrued at 100 to 175 basis points over LIBOR). The commitment fee on the unused balance under the Amended Credit Facility ranges from 17.5 to 25.0 basis points. The increment over LIBOR and the commitment fee are determined quarterly based upon the ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined by the Amended Credit Facility.
 
We have used interest rate swaps to hedge against the effects of potential interest rate increases on borrowings under our revolving credit facility. We currently have a swap with a fixed rate of 0.53%, as compared to LIBOR, with a notional amount of $50.0 million. See the notes to condensed consolidated financial statements for additional information.
 
 
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Our Amended Credit Facility contains customary affirmative and negative covenants, including the following financial covenants, as defined by the Amended Credit Facility:
 
 
     
Actual Ratio for the
     
Quarter Ended
 
Permitted Ratio
 
September 23, 2012
       
Leverage Ratio
Not to exceed 2.5 to 1.0
 
0.5 to 1.0
       
Interest Coverage Ratio
Not less than 3.5 to 1.0
 
5.5 to 1.0
 
Our leverage ratio is defined as outstanding debt divided by consolidated EBITDA for the most recent four fiscal quarters. Our interest coverage ratio is defined as the sum of consolidated EBITDA and consolidated rental expense for the most recent four fiscal quarters divided by the sum of consolidated interest expense and consolidated rental expense for the most recent four fiscal quarters. We were in compliance with all covenants at September 23, 2012.
 
Cash flow provided by operating activities was $94.8 million for the nine months ended September 23, 2012, compared to $87.2 million for the same period in 2011. The increase of approximately $7.6 million was primarily due to higher operating income and favorable changes in working capital.
 
Our free cash flow for the nine months ended September 23, 2012 and September 25, 2011 was as follows (in thousands):
 
 
   
Nine Months Ended
 
   
Sept. 23,
   
Sept. 25,
 
   
2012
   
2011
 
             
Net cash provided by operating activities
  $ 94,773     $ 87,216  
Purchase of property and equipment
    (26,425 )     (20,647 )
Free cash flow (a)
  $ 68,348     $ 66,569  
 
 
(a)
We define free cash flow as net cash provided by operating activities (from the consolidated statements of cash flows) less the purchases of property and equipment. We believe free cash flow is an important measure because it is one factor that management uses in determining the amount of cash available for discretionary investment. See “Non-GAAP Measures” above for discussion about this non-GAAP measure, its limitations and why we present free cash flow alongside the most directly comparable GAAP measure.
 
We require capital primarily for the development, acquisition, renovation and maintenance of restaurants, the development, renovation and maintenance of commissary and print and promotions facilities and equipment and the enhancement of corporate systems and facilities. Capital expenditures were $26.4 million during the nine months ended September 23, 2012.
 
During the nine months ended September 23, 2012, capital expenditures of $26.4 million and common stock repurchases of $64.1 million (1.5 million shares) were funded by cash flow from operations. Subsequent to September 23, 2012, through October 24, 2012, we repurchased an additional 107,000 shares of our common stock at an aggregate cost of $5.6 million. As of October 24, 2012, $51.8 million remained available for repurchase of common stock under our existing Board of Directors’ authorization.
 
 
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Forward-Looking Statements
 
Certain matters discussed in this report, including information within Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other Company communications constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “estimate,” “believe,” “anticipate,” “will,” “forecast,” “plan,” “project,” or similar words identify forward-looking statements that we intend to be included within the safe harbor protections provided by the federal securities laws. Such statements may relate to projections concerning business performance, revenue, earnings, contingent liabilities, resolution of litigation, commodity costs, margins, unit growth, and other financial and operational measures. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. The risks, uncertainties and assumptions that are involved in our forward-looking statements include, but are not limited to:
 
 
aggressive changes in pricing or other marketing or promotional strategies by competitors which may adversely affect sales; and new product and concept developments by food industry competitors;
 
changes in consumer preferences and adverse general economic and political conditions, including increasing tax rates, and their resulting impact on consumer buying habits;
 
the impact that product recalls, food quality or safety issues, and general public health concerns could have on our restaurants;
 
failure to maintain our brand strength and quality reputation;
 
the ability of the company and its franchisees to meet planned growth targets and operate new and existing restaurants profitably, which could be impacted by challenges securing financing, finding suitable store locations or securing required domestic or foreign government permits and approvals;
 
increases in or sustained high costs of food ingredients and other commodities;
 
disruption of our supply chain due to sole or limited source of suppliers or weather, drought, disease or other disruption beyond our control;
 
increased risks associated with our international operations, including economic and political conditions in our international markets and difficulty in meeting planned sales targets and new store growth for our international operations;
 
increased employee compensation, benefits, insurance, regulatory compliance and similar costs, including increased costs resulting from federal health care legislation;
 
the credit performance of our franchise loan program;
 
the impact of the resolution of current or future claims and litigation, and current or proposed legislation impacting our business;
 
currency exchange and interest rates;
 
failure to effectively execute succession planning, and our reliance on the services of our Founder and CEO, who also serves as our brand spokesperson;
 
credit risk associated with parties to leases of restaurants and commissaries, including those Perfect Pizza locations formerly operated by us, for which we remain contractually liable; and
 
disruption of critical business or information technology systems, and risks associated with security breaches, including theft of company and customer information.
 
For a discussion of these and other risks that may cause actual results to differ from expectations, refer to “Part I. Item 1A. – Risk Factors” in our Annual Report on Form 10-K for the year ended December 30, 2012, our Report on Form 8-K filed on February 26, 2013 concerning our restated financial statements, and all subsequent filings. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
 
 
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Our long-term debt at September 23, 2012 was comprised of a $50.0 million outstanding principal balance on our $175.0 million unsecured revolving line of credit. The interest rate on the revolving line of credit is variable and is based on the London Interbank Offered Rate (“LIBOR”) plus a 75 to 150 basis point spread, tiered based upon debt and cash flow levels, or other bank developed rates at our option.
 
In August 2011, we entered into an interest rate swap agreement that provides for a fixed rate of 0.53%, as compared to LIBOR, with a notional amount of $50.0 million. The interest rate swap agreement expires in August 2013. We had two previous interest rate swap agreements that expired in January 2011. The previous swap agreements provided for fixed rates of 4.98% and 3.74%, as compared to LIBOR, with each having a notional amount of $50.0 million.
 
The effective interest rate on the revolving line of credit, including the impact of the interest rate swap agreement, was 1.3% as of September 23, 2012. An increase in the present market interest rate of 100 basis points on the line of credit balance outstanding as of September 23, 2012, net of the swap, would have no impact on interest expense.
 
We do not enter into financial instruments to manage foreign currency exchange rates since approximately 5% of our total revenues are derived from sales to customers and royalties outside the United States.
 
In the ordinary course of business, the food and paper products we purchase, including cheese (historically representing 35% to 40% of our food cost), are affected by changes in commodity prices and, as a result we are subject to on-going volatility in our food costs. We have pricing agreements with our vendors, including forward pricing agreements for a portion of our cheese purchases for our domestic Company-owned restaurants, which are accounted for as normal purchases; however, we still remain exposed to on-going commodity volatility.
 
The following table presents the actual average block price for cheese by quarter through the third quarter of 2012 and the projected average block prices for the fourth quarter and full year of 2012 and for 2013 by quarter and full year (based on the October 24, 2012 Chicago Mercantile Exchange cheese futures market prices).
 
 
 
   
2013
   
2012
   
2011
 
   
Projected
   
Projected
   
Actual
 
   
Block Price
   
Block Price
   
Block Price
 
                   
Quarter 1
  $ 1.884   $ 1.522     $ 1.695  
Quarter 2
    1.842   *   1.539       1.736  
Quarter 3
    1.828   *   1.750       2.006  
Quarter 4
    1.811    *   2.018     1.760  
Full Year
  $ 1.841   * $ 1.713   $ 1.799  
                         
*amounts are estimates based on futures prices
         
 
Item 4. Controls and Procedures
 
Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated, as of September 23, 2012, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) (the “Evaluation”). Based upon the Evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level.
 
Subsequently, on February 26, 2013, we reported that we had identified a material weakness in our internal controls over financial reporting related to the accounting for certain redemption features of the noncontrolling interests of our joint venture agreements. Specifically, the review controls in place with respect to non-routine contractual changes or amendments were not effective. As a result of this discovery, our CEO and CFO have now concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of the last day of the period covered by this report.
 
 
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The error identified related to the incorrect accounting for certain redemption features of our noncontrolling interests. We have implemented certain remedial measures including a review of all existing joint venture agreements to ensure the accounting for any such redemption features was in compliance with U.S. generally accepted accounting principles. In addition, we are in the process of developing enhanced control procedures designed to ensure proper accounting for any future non-routine contractual changes or amendments to existing joint venture agreements. The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.  See “Item 9A, Controls and Procedures” in the Company’s Form 10-K for the fiscal year ended December 30, 2012 filed on February 28, 2013, for additional information.
 
We also maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the 1934 Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. During the period covered by this report, there were no changes in our internal control over financial reporting that occurred that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
 
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under potential future conditions, regardless of how remote.
 
PART II.  OTHER INFORMATION
 
Item 1. Legal Proceedings
 
We are subject to claims and legal actions in the ordinary course of our business. We believe that none of the claims and actions currently pending against us would have a material adverse effect on us if decided in a manner unfavorable to us.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
Our Board of Directors has authorized the repurchase of up to $975.0 million of common stock under a share repurchase program that began on December 9, 1999 and expires on June 30, 2013. Through September 23, 2012, a total of 48.9 million shares with an aggregate cost of $917.6 million have been repurchased under this program. Subsequent to September 23, 2012, through October 24, 2012, we acquired an additional 107,000 shares at an aggregate cost of $5.6 million. As of October 24, 2012, approximately $51.8 million remained available for repurchase of common stock under this authorization.
 
 
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The following table summarizes our repurchases by fiscal period during the first nine months of 2012 (in thousands, except per-share amounts):
 
 
               
Total Number
   
Maximum Dollar
 
   
Total
   
Average
   
of Shares
   
Value of Shares
 
   
Number
   
Price
   
Purchased as Part of
   
that May Yet Be
 
   
of Shares
   
Paid per
   
Publicly Announced
   
Purchased Under the
 
Fiscal Period
 
Purchased
   
Share
   
Plans or Programs
   
Plans or Programs
 
                         
12/26/2011 - 01/22/2012
    60     $ 37.72       47,533     $ 119,292  
01/23/2012 - 02/19/2012
    -       - *     47,533     $ 119,292  
02/20/2012 - 03/25/2012
    312     $ 37.09       47,845     $ 107,719  
03/26/2012 - 04/22/2012
    248     $ 37.57       48,093     $ 98,391  
04/23/2012 - 05/20/2012
    22     $ 38.67       48,115     $ 97,561  
05/21/2012 - 06/24/2012
    315     $ 46.78       48,430     $ 82,810  
06/25/2012 - 07/22/2012
    264     $ 47.12       48,694     $ 70,390  
07/23/2012 - 08/19/2012
    111     $ 51.25       48,805     $ 64,710  
08/20/2012 - 09/23/2012
    140     $ 52.05       48,945     $ 57,392  
                                 
* There were no share repurchases during this period.
         
 
Our share repurchase authorization increased from $925 million to $975 million in July 2012. For presentation purposes, the maximum dollar value of shares that may be purchased was adjusted retroactively to December 26, 2011.
 
The Company utilizes a written trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, from time to time to facilitate the repurchase of shares of our common stock under this share repurchase program. There can be no assurance that we will repurchase shares of our common stock either through a Rule 10b5-1 trading plan or otherwise.
 
Item 6.  Exhibits
 
 
Exhibit
 
 
Number
Description
     
 
31.1
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
31.2
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
 
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
 
101
Financial statements from the quarterly report on Form 10-Q/A of Papa John’s International, Inc. for the quarter ended September 23, 2012, filed on April 16, 2013, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to condensed consolidated financial statements.
 
 
 
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SIGNATURE
 
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:  April 16, 2013
/s/ Lance F. Tucker                       
 
Lance F. Tucker
 
Senior Vice President, Chief Financial Officer,
 
Chief Administrative Officer and Treasurer
 
 
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