Papa John’s(PZZA) - 2022 Q4 - Annual Report

Part I Business Papa John's operates and franchises pizza delivery and carryout restaurants globally, with a strategy focused on culture, quality, profitability, technology, and expansion | Restaurant Type | Count | | :--- | :--- | | Company-owned | 522 | | Franchised | 5,184 | | Total | 5,706 | - The company's five strategic priorities are: Build a culture of leaders who believe in diversity, inclusivity and winning; Re-establish the superiority of our pizza via commercial platforms; Improve unit-level profitability and performance; Leverage technology infrastructure to drive business operations; Profitably expand our footprint domestically and internationally[13][14][15] - Approximately 85% of Domestic sales are through digital channels, including the company's website, apps, and third-party aggregators[16] Segment Overview The company's operations are structured into four reportable segments: Domestic Company-owned restaurants, North America franchising, North America commissaries, and International operations - The four reportable segments are: Domestic Company-owned restaurants, North America franchising, North America commissaries (Quality Control Centers), and International operations[21] - Average annual unit sales for 2022 were $1.3 million for Domestic Company-owned restaurants and $1.1 million for North American franchised restaurants[23][24] - The North America commissary segment comprises 11 full-service regional QC Centers in the US and one in Canada, which supply dough, sauce, and other products to ensure quality and consistency[25] - As of December 25, 2022, there were 2,330 International restaurants, all of which are franchised; the International segment includes a company-operated QC Center in the UK[26] Development and Franchise Program In 2022, the company saw a system-wide net unit growth of 244 restaurants, supported by a franchise program with standard royalty fees and selective loan provisions System-wide Restaurant Activity for Fiscal Year 2022 | Category | Domestic Company-owned | Franchised North America | International | System-wide Total | | :--- | :--- | :--- | :--- | :--- | | Beginning Count | 600 | 2,739 | 2,311 | 5,650 | | Opened | 10 | 76 | 292 | 378 | | Closed | 0 | (49) | (85) | (134) | | Refranchised/Sold/Acquired | (88) | 88 | 0 | 0 | | Suspended (Russia) | 0 | 0 | (188) | (188) | | Ending Count | 522 | 2,854 | 2,330 | 5,706 | - The standard franchise agreement requires a royalty fee of 5% of sales, while international master franchise agreements often result in an effective 3% royalty to the company[31][34] - The company provides loans to select franchisees for restaurant purchases or development, with net loans outstanding totaling $28.1 million as of December 25, 2022[36] Human Capital The company employs approximately 12,000 people, emphasizing a culture of diversity and inclusion recognized by the Human Rights Campaign and Forbes - The company employed approximately 12,000 people as of December 25, 2022, with an estimated 115,000 total people in the entire Papa John's system, including franchisees' employees[41][42] - Papa John's received a score of 100 on the Human Rights Campaign Foundation's 2022 Corporate Equality Index for the second consecutive year and was named to Forbes' list of the World's Best Employers in 2022[43] - The "Dough & Degrees" program was enhanced in 2022, allowing employees working at least ten hours per week to pursue high school diplomas, ESL, and various college degrees[46] Risk Factors The company faces diverse macroeconomic, industry-specific, and company-related risks including competition, supply chain dependencies, debt, and regulations Industry and Macroeconomic Risks Performance is subject to global economic conditions, particularly in the UK, geopolitical conflicts, intense competition, and labor market pressures - Deteriorating economic conditions in the United Kingdom, including high inflation and an energy crisis, resulted in negative comparable sales and a challenging operating environment for UK franchisees in 2022[69] - The company suspended corporate support for its master franchisee in Russia, which operates all 188 franchised restaurants there, due to the conflict in Ukraine[71] - The QSR Pizza industry is mature and highly competitive, with pressure from large national chains, local operators, fast-casual concepts, and food delivery aggregators[80][81] - The company faces increased labor costs and competition for qualified team members, particularly drivers, with staffing challenges expected to continue into 2023[100] Company Risks Key company-specific risks include reorganization costs, reliance on franchisee success, and dependence on a sole supplier for mozzarella cheese - Corporate reorganization activities, including opening an office in Atlanta and plans to move the Louisville office, have incurred and will incur non-recurring costs that could adversely impact results[109] - The company is dependent on Leprino Foods Dairy Products Company as its sole supplier for mozzarella cheese, a key ingredient, for all domestic and substantially all international restaurants[117] - The success of the franchise-heavy business model depends on the financial health and cooperation of franchisees, as poor performance could lead to closures and reduced royalty payments[94][96] Risks Related to Indebtedness Substantial debt of $605.0 million exposes the company to interest rate risk and restrictive covenants that may limit corporate opportunities Outstanding Debt as of December 25, 2022 | Debt Instrument | Amount Outstanding | | :--- | :--- | | 3.875% Senior Notes due 2029 | $400.0 million | | PJI Revolving Credit Facility | $205.0 million | | Total Debt | $605.0 million | - The Amended Credit Agreement and the Indenture for the Notes impose significant operating and financial restrictions, limiting actions such as incurring additional debt, making certain investments, and paying dividends[131][137] Properties As of year-end 2022, the company's global portfolio included 5,706 restaurants, corporate offices, and QC Centers, primarily in leased properties Restaurant Locations as of December 25, 2022 | Region | Company-Owned | Franchised | Total | | :--- | :--- | :--- | :--- | | North America | 522 | 2,854 | 3,376 | | International | 0 | 2,330 | 2,330 | | Worldwide Total | 522 | 5,184 | 5,706 | - The company owns its corporate office and printing operations in Louisville, KY, and an office and QC Center in the UK, while the Atlanta corporate office and most restaurant locations are leased[161] - The company is contingently liable for approximately 53 domestic leases that were assigned to franchisees as part of refranchising deals[160] Information About Our Executive Officers The report identifies key executive officers as of January 2023, noting their roles and professional backgrounds, and a planned COO resignation Executive Officers (as of Jan 1, 2023) | Name | Position | | :--- | :--- | | Robert M. Lynch | President and Chief Executive Officer | | Ann B. Gugino | Chief Financial Officer | | Amanda Clark | Chief International and Development Officer | | Caroline M. Oyler | Chief Legal and Risk Officer and Corporate Secretary | | C. Max Wetzel | Executive Vice President, Chief Operations Officer | - C. Max Wetzel, EVP, Chief Operations Officer, notified the company of his intention to resign effective March 17, 2023[165] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's stock trades on Nasdaq as "PZZA", with active share repurchases and a declared quarterly dividend for Q1 2023 - The company's common stock trades on Nasdaq under the symbol "PZZA"[176] 2022 Share Repurchase Summary | Metric | Value | | :--- | :--- | | Shares Repurchased | ~1,343,000 | | Aggregate Cost | $125.0 million | | Average Price per Share | $93.07 | - As of February 16, 2023, approximately $272.2 million remained available for future repurchases under the approved program[180] - A first quarter 2023 dividend of $0.42 per common share was declared on January 26, 2023[177] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2022, revenues grew 1.6% to $2.10 billion, but operating income fell significantly due to cost pressures, refranchising losses, and legal charges Recent Business Matters Strategic focus in 2022 included digital innovation, global expansion, a major refranchising deal, and suspending operations in Russia - The company achieved 244 net new units in 2022, an expansion of 4.5%, and projects 270 to 310 net new units for 2023[193] - The company sold its 51% controlling interest in a 90-restaurant joint venture in Texas to Sun Holdings, a major franchise partner, to accelerate domestic development[197] - Corporate support for 188 franchised restaurants in Russia was suspended, leading to a $17.4 million one-time, non-cash charge for reserves and impairments[198] - The company is providing financial support, including $2 million to $3 million in marketing incentives, to franchisees in the UK to navigate a difficult economic environment[196] Results of Operations Fiscal 2022 revenues rose 1.6% to $2.10 billion, while operating income declined to $109.0 million due to cost inflation and one-time charges Revenues by Component (Fiscal Year 2022 vs 2021) | Revenue Component | 2022 (in thousands) | 2021 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Domestic Company-owned restaurant sales | $708,389 | $778,323 | (9.0)% | | North America franchise royalties and fees | $137,399 | $129,310 | 6.3% | | North America commissary revenues | $869,634 | $761,305 | 14.2% | | International revenues | $129,903 | $150,771 | (13.8)% | | Other revenues | $256,778 | $248,712 | 3.2% | | Total revenues | $2,102,103 | $2,068,421 | 1.6% | Operating Income and EPS (Fiscal Year 2022 vs 2021) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Operating Income | $109.0 million | $168.2 million | | Net Income Attributable to Company | $67.8 million | $120.0 million | | Diluted EPS | $1.89 | $0.12 | | Adjusted Diluted EPS (Non-GAAP) | $2.94 | $3.51 | - A refranchising and impairment loss of $12.1 million was recorded in 2022, which included an $8.4 million loss on the refranchising of 90 restaurants and a $2.8 million impairment related to the conflict in Ukraine[235] - General and administrative expenses included a $15.0 million accrual for legal settlements and a $14.6 million provision related to the conflict in Ukraine[234][236] Liquidity and Capital Resources Cash from operations decreased to $117.8 million in 2022, while total debt increased to $605.0 million amid shareholder return activities Cash Flow Summary (2022 vs 2021) | Cash Flow Activity (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Operating Activities | $117,808 | $184,675 | | Investing Activities | ($62,793) | ($63,512) | | Financing Activities | ($76,240) | ($180,526) | - Total debt outstanding was $605.0 million as of December 25, 2022, with $395.0 million of availability remaining under the PJI Revolving Facility[258] - Free cash flow, a non-GAAP measure, was $39.4 million in 2022, a decrease from $109.7 million in 2021[269] - The company was in compliance with all financial covenants as of December 25, 2022, with a leverage ratio of 2.6 to 1.0 and an interest coverage ratio of 4.1 to 1.0[259] Quantitative and Qualitative Disclosures About Market Risk The company is exposed to interest rate, foreign currency, and commodity price risks, particularly for cheese, its largest ingredient cost - Foreign currency exchange rate fluctuations had an unfavorable impact of approximately $13.3 million on total revenues in 2022[282] - The company uses interest rate swaps to hedge exposure to interest rate changes on its PJI Revolving Facility[280] Average Cheese Block Price (per lb) | Year | Q1 | Q2 | Q3 | Q4 | Full Year | | :--- | :--- | :--- | :--- | :--- | :--- | | 2022 (Actual) | $1.966 | $2.296 | $1.938 | $2.066 | $2.067 | | 2021 (Actual) | $1.676 | $1.680 | $1.676 | $1.786 | $1.705 | | 2023 (Projected) | $1.951 | $1.934 | $2.066 | $2.062 | $2.003 | Financial Statements and Supplementary Data This section presents the audited consolidated financial statements, with an unqualified opinion from Ernst & Young LLP identifying insurance reserves as a critical audit matter Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued an unqualified opinion on the financial statements and internal controls, highlighting insurance reserve valuation as a critical audit matter - The independent auditor, Ernst & Young LLP, issued an unqualified opinion, stating the financial statements are presented fairly in all material respects[288][486] - A Critical Audit Matter was identified concerning the measurement and valuation of the company's self-insurance reserves ($67.3 million), due to the high degree of judgment and complexity involved in the estimation[292][294][295] Notes to Consolidated Financial Statements The notes detail key accounting policies, long-term debt, significant litigation settlements, and refranchising losses - Note 3: Total lease liabilities were $210.2 million as of Dec 25, 2022, with right-of-use assets of $197.4 million[359] - Note 12: Total long-term debt was $597.1 million (net of issuance costs), consisting of $400.0 million in senior notes and $205.0 million from revolving facilities[400] - Note 19: The company accrued for two major legal settlements: up to $20.0 million (with an estimated exposure of $10.0 million) for the Durling driver reimbursement case and $5.0 million for the In re Papa John's antitrust case[448][449] - Note 22: The company recorded an $8.4 million loss on the refranchising of a 90-restaurant joint venture in Texas and a $2.8 million impairment of reacquired franchise rights related to the conflict in Ukraine[464][465] Controls and Procedures Management and the independent auditor concluded that the company's disclosure controls, procedures, and internal controls over financial reporting were effective - Based on an evaluation, the CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period[478] - Management concluded that the company's internal control over financial reporting was effective as of December 25, 2022, based on the COSO 2013 framework[480] - Ernst & Young LLP issued an unqualified attestation report on the effectiveness of the company's internal control over financial reporting[481] Part III Directors, Executive Officers and Corporate Governance Information on directors and corporate governance is incorporated by reference from the company's proxy statement - Detailed information regarding directors, executive officers, and corporate governance is incorporated by reference from the Company's definitive proxy statement[497] Executive Compensation Details regarding executive compensation are incorporated by reference from the company's definitive proxy statement - Information on executive compensation is incorporated by reference from the Company's definitive proxy statement[499] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details securities authorized under equity compensation plans and incorporates ownership information by reference from the proxy statement Equity Compensation Plan Information (as of Dec 25, 2022) | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | 235,185 | $56.53 | 3,616,086 | | Not approved by security holders | 136,701 | N/A | N/A | Part IV Exhibits, Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed as part of the Form 10-K report - This section lists all financial statements, schedules, and exhibits filed with the Form 10-K[508][509]