# Papa Johns International Inc: Form 10-Q for the period ended Jun 27, 2021

- Company: [Papa Johns International Inc](/companies/pzza.md) (CIK 901491)
- Form: 10-Q
- Filed: 2021-08-05
- Accepted by EDGAR: Aug 5, 2021, 07:01 ET
- Period: 2021-06-27
- Accession: 0001558370-21-010373
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/901491/000155837021010373/pzza-20210627x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/901491/000155837021010373/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2021-06-27.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Operating income | 3 months, 2021-03-29 to 2021-06-27 | $44.6m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2020-12-28 to 2021-06-27 | $91.5m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2021-03-29 to 2021-06-27 | $7.4m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2020-12-28 to 2021-06-27 | $15.3m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2021-03-29 to 2021-06-27 | $32.3m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2020-12-28 to 2021-06-27 | $66.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2021-03-29 to 2021-06-27 | −$2.30 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2020-12-28 to 2021-06-27 | −$1.47 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2021-03-29 to 2021-06-27 | −$2.30 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2020-12-28 to 2021-06-27 | −$1.47 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2021-03-29 to 2021-06-27 | 34,729,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2020-12-28 to 2021-06-27 | 33,739,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2020-12-28 to 2021-06-27 | $128.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2020-12-28 to 2021-06-27 | $21.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2020-12-28 to 2021-06-27 | $14.8m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months, 2020-12-28 to 2021-06-27 | $8.2m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2021-06-27 | $96.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2021-06-27 | $262.3m | us-gaap:AssetsCurrent |
| Total assets | at 2021-06-27 | $855.7m | us-gaap:Assets |
| Current liabilities | at 2021-06-27 | $316.5m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2021-06-27 | $996.8m | us-gaap:Liabilities |
| Long-term debt | at 2021-06-27 | $403.8m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2021-06-27 | $20.0m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2021-06-27 | −$163.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 50,364 characters.

### 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 1984. As of June 27, 2021, there were 5,523 Papa John’s restaurants (589 Company-owned and 4,934 franchised) operating in 49 countries and territories. 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, contributions received from franchisees for domestic and international marketing funds we control, revenues for printing and promotional items, and information systems and related services used in their operations.

### Recent Developments and Trends

*Repurchase & Conversion of Series B Convertible Preferred Stock (“Series B Preferred Stock”).* In the second quarter of 2021, the Company repurchased 31.4% of the outstanding shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), representing approximately 1.6 million shares of common stock on an as-converted basis, and the holders of the remaining outstanding shares of Series B Preferred Stock agreed to convert such shares into approximately 3.5 million shares of the Company’s common stock. The Company made one-time cash payments of $188.6 million to the holders in exchange for the repurchase and conversion of the Series B Preferred Stock. The excess of the cash payment over the carrying value of the shares of Series B Preferred Stock redeemed resulted in a decrease of $109.9 million to Net (loss) income attributable to common shareholders and reduced diluted earnings per share by $3.15 and $3.23 for the three and six months ended June 27, 2021, respectively, in the Condensed Consolidated Statement of Operations. See “Items Impacting Comparability; Non-GAAP Measures” for additional information.

There are no shares of Series B Preferred Stock outstanding as of the end of the quarter. We plan to use our strong financial position to optimize our capital structure, support our long-term earnings growth and provide continued value creation for our shareholders.

*Innovation*. The Company continued our culture of innovation in the second quarter of 2021 as we delivered an eighth consecutive quarter of system-wide sales growth. Our two-year comparable sales were 33% in North America and 27% internationally. New store openings also accelerated in the second quarter with the opening of 55 restaurants, net. As interest has increased in our renewed brand, our expanding development pipeline is on track to be a key long-term growth driver. We plan to focus on the continued strategy execution of innovation across our platforms to drive sustainable differentiation and growth this year and beyond.

*Strategic Corporate Reorganization for Long-term Growth.* In the third quarter of 2020, we announced plans to open an office in Atlanta, Georgia located in Three Ballpark Center at The Battery Atlanta, which is projected to open in the fall of 2021. The Atlanta office is part of a broader strategic reorganization of corporate functions reflecting the Company’s ongoing transformation into a brand and culture that can effectively and efficiently deliver on the Company’s purpose, values and strategic business priorities. Affected employees who do not relocate to Atlanta have been offered a separation package. As a result, we expect to incur certain one-time corporate reorganization costs of approximately $17.0 to $20.0 million related to employee severance and transition, recruitment and relocation and other third-party costs through 2021. Of that amount, we have incurred costs of approximately $13.2 million as of June 27, 2021 ($6.0 million in 2020 and $3.3 million and $7.2 million for the three and six months ended June 27, 2021, respectively). See “Items Impacting Comparability; Non-GAAP Measures” for additional information.

*Coronavirus (“COVID-19”).* The COVID-19 outbreak has presented evolving risks and developments domestically and internationally, as well as new opportunities for our business. Our delivery and carryout model has positioned us to continue to experience strong demand for our products. Increased demand partly driven by the pandemic contributed to our strong sustainable comparable sales growth during the second quarter. To ensure we can continue to meet the demand of our customers, we continue to monitor our supply chain and have not experienced material disruptions. Our primary focus continues to be the safety of our team members, franchisees, and customers. The Company has taken steps to mitigate the impact of the COVID-19 pandemic by implementing extra health and safety measures across our business, including No Contact Delivery and enhanced cleaning and sanitization measures, for the protection of both our customers and team members.

We believe the pandemic has accelerated our previously announced efforts to innovate and bring new and former customers to the Papa John’s system. We believe that as the pandemic-related restrictions are lifted we will benefit from the increase in customers we have experienced due to our menu innovation, customer loyalty programs and our offerings of high-quality pizza and other menu items. Due to the substantial uncertainty related to the effects of the pandemic and its duration, we are unable to predict the specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due to the Delta variant or otherwise) will have on our results of operations, liquidity or long-term financial condition, including whether and to what extent the increased demand for our products will continue. For a discussion of the risks to our business presented by the COVID-19 pandemic, see the risk factors disclosed in the Company’s Annual Report on Form-10-K for the fiscal year ended December 27, 2020.

### Global Restaurant Sales Information

“Comparable sales” represents the change in year-over-year sales for the same base of restaurants for the same fiscal periods. “Global system-wide restaurant sales growth” represents the change in such sales year-over-year. We believe North America, international and global restaurant and comparable sales growth and Global system-wide restaurant sales information is useful in analyzing our results since our franchisees pay royalties and marketing fund contributions that are based on a percentage of franchise sales. Comparable sales and Global system-wide restaurant sales results for restaurants operating outside of the United States are reported on a constant dollar basis, which excludes the impact of foreign currency translation. Franchise sales also generate commissary revenue in the United States and in certain international markets. Franchise restaurant and comparable sales growth information is also useful for comparison to industry trends and evaluating the strength of our brand. Management believes the presentation of franchise restaurant sales growth, excluding the impact of foreign currency, provides investors with useful information regarding underlying sales trends and the impact of new unit growth without being impacted by swings in the external factor of foreign currency. Franchise restaurant sales are not included in the Company’s revenues.

| ​ ​ ​ Comparable sales growth: | ​ ​ | ​ Three Months Ended June 27, 2021 ​ | ​ ​ | ​ ​ ​ | ​ June 28, 2020 ​ | ​ ​ | ​ ​ ​ ​ | ​ Six Months Ended June 27, 2021 ​ | ​ ​ | ​ ​ ​ | ​ June 28, 2020 ​ | ​ ​ |
| --- | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: |
| Domestic Company-owned restaurants | ​ | ​ | 5.6% | ​ | ​ | 22.6% | ​ | ​ | 13.8% | ​ | ​ | 14.4% |
| North America franchised restaurants | ​ | ​ | 5.2% | ​ | ​ | 29.7% | ​ | ​ | 15.1% | ​ | ​ | 17.2% |
| North America restaurants | ​ | ​ | 5.2% | ​ | ​ | 28.0% | ​ | ​ | 14.8% | ​ | ​ | 16.6% |
| International restaurants | ​ | ​ | 21.2% | ​ | ​ | 5.3% | ​ | ​ | 22.2% | ​ | ​ | 3.8% |
| Total comparable sales growth | ​ | ​ | 9.0% | ​ | ​ | 22.2% | ​ | ​ | 16.6% | ​ | ​ | 13.3% |
| **System-wide restaurant sales growth:** | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| (excluding the impact of foreign currency) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Domestic Company-owned restaurants | ​ | ​ | 5.2% | ​ | ​ | 13.9% | ​ | ​ | 13.1% | ​ | ​ | 6.9% |
| North America franchised restaurants | ​ | ​ | 6.4% | ​ | ​ | 29.4% | ​ | ​ | 15.8% | ​ | ​ | 17.5% |
| North America restaurants | ​ | ​ | 6.2% | ​ | ​ | 25.7% | ​ | ​ | 15.2% | ​ | ​ | 15.0% |
| International restaurants | ​ | ​ | 35.7% | ​ | ​ | 5.5% | ​ | ​ | 32.2% | ​ | ​ | 6.8% |
| Total global system-wide restaurant sales growth | ​ | ​ | 12.2% | ​ | ​ | 20.8% | ​ | ​ | 19.0% | ​ | ​ | 13.0% |

| ​ Restaurant Progression ​ North America Company-owned: | ​ ​ | ​ Three Months Ended June 27, 2021 ​ | ​ ​ | ​ ​ | ​ June 28, 2020 ​ | ​ ​ | ​ ​ ​ | ​ Six Months Ended June 27, 2021 ​ | ​ ​ | ​ ​ | ​ June 28, 2020 ​ | ​ ​ |
| --- | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: |
| Beginning of period | ​ |  | 589 | ​ |  | 599 | ​ |  | 588 | ​ |  | 598 |
| Opened | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 1 |
| Closed | ​ |  | — | ​ |  | (1) | ​ |  | — | ​ |  | (1) |
| Acquired | ​ |  | — | ​ |  | — | ​ |  | 1 | ​ |  | — |
| End of period | ​ |  | 589 | ​ |  | 598 | ​ |  | 589 | ​ |  | 598 |
| North America franchised: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Beginning of period | ​ |  | 2,709 | ​ |  | 2,686 | ​ |  | 2,701 | ​ |  | 2,690 |
| Opened | ​ |  | 24 | ​ |  | 9 | ​ |  | 36 | ​ |  | 24 |
| Closed | ​ |  | (13) | ​ |  | (9) | ​ |  | (16) | ​ |  | (28) |
| Sold | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1) | ​ | ​ | — |
| End of period | ​ |  | 2,720 | ​ |  | 2,686 | ​ |  | 2,720 | ​ |  | 2,686 |
| International franchised: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Beginning of period | ​ |  | 2,170 | ​ |  | 2,093 | ​ |  | 2,111 | ​ |  | 2,107 |
| Opened | ​ |  | 71 | ​ |  | 25 | ​ |  | 139 | ​ |  | 43 |
| Closed | ​ |  | (27) | ​ |  | (55) | ​ |  | (36) | ​ |  | (87) |
| End of period | ​ |  | 2,214 | ​ |  | 2,063 | ​ |  | 2,214 | ​ |  | 2,063 |
| Total restaurants – end of period | ​ |  | 5,523 | ​ |  | 5,347 | ​ |  | 5,523 | ​ |  | 5,347 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Trailing four quarters net store growth | ​ |  | 176 | ​ |  | 2 | ​ |  | ​ | ​ | ​ | ​ |

26

### Results of Operations

The following table sets forth the various components of our Condensed Consolidated Statements of Operations expressed as a percentage of total revenues, except operating costs which are expressed as a percentage of the associated revenue component.

*($ in thousands)*

| ​ ​ ​ ​ Revenues: | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended June 27, 2021 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ % of Related Revenues ​ | ​ ​ ​ ​ ​ | ​ ​ June 28, 2020 ​ ​ ​ | ​ ​ ​ ​ | ​ % of Related Revenues ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Increase (Decrease) ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | ---: |
| Domestic Company-owned restaurant sales | ​ | $196,124 | ​ | ​ | ​ | $186,506 | ​ | ​ | ​ | ​ | ​ |
| North America franchise royalties and fees | ​ | ​ 32,475 | ​ | ​ | ​ | ​ 24,174 | ​ | ​ | ​ | ​ | ​ |
| North America commissary revenues | ​ | ​ 186,641 | ​ | ​ | ​ | ​ 167,619 | ​ | ​ | ​ | ​ | ​ |
| International revenues | ​ | ​ 37,614 | ​ | ​ | ​ | ​ 28,093 | ​ | ​ | ​ | ​ | ​ |
| Other revenues | ​ | ​ 62,154 | ​ | ​ | ​ | ​ 54,231 | ​ | ​ | ​ | ​ | ​ |
| **Total revenues** | ​ | ​ 515,008 | ​ | ​ | ​ | ​ 460,623 | ​ | ​ | ​ | ​ | ​ |
| **Costs and expenses:** | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ |
| Operating costs (excluding depreciation and amortization shown separately below): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ |
| Domestic Company-owned restaurant expenses | ​ | ​ 154,293 | ​ | 78.7% | ​ | ​ 145,168 | ​ | 77.8% | ​ | ​ | 0.9% |
| North America commissary expenses | ​ | ​ 172,227 | ​ | 92.3% | ​ | ​ 154,467 | ​ | 92.2% | ​ | ​ | 0.1% |
| International expenses | ​ | ​ 21,430 | ​ | 57.0% | ​ | ​ 18,304 | ​ | 65.2% | ​ | ​ | (8.2)% |
| Other expenses | ​ | ​ 56,246 | ​ | 90.5% | ​ | ​ 51,345 | ​ | 94.7% | ​ | ​ | (4.2)% |
| General and administrative expenses | ​ | ​ 53,698 | ​ | 10.4% | ​ | ​ 48,428 | ​ | 10.5% | ​ | ​ | (0.1)% |
| Depreciation and amortization | ​ | ​ 12,477 | ​ | 2.4% | ​ | ​ 12,377 | ​ | 2.7% | ​ | ​ | (0.3)% |
| Total costs and expenses | ​ | ​ 470,371 | ​ | 91.3% | ​ | ​ 430,089 | ​ | 93.4% | ​ | ​ | (2.1)% |
| Operating income | ​ | ​ 44,637 | ​ | 8.7% | ​ | ​ 30,534 | ​ | 6.6% | ​ | ​ | 2.1% |
| Net interest expense | ​ | ​ (3,649) | ​ | (0.7)% | ​ | ​ (3,627) | ​ | (0.8)% | ​ | ​ | 0.1% |
| Income before income taxes | ​ | $40,988 | ​ | 8.0% | ​ | $26,907 | ​ | 5.8% | ​ | ​ | 2.2% |

*($ in thousands)*

| ​ ​ ​ ​ Revenues: | ​ ​ ​ ​ ​ ​ | ​ ​ Six Months Ended June 27, 2021 ​ ​ ​ | ​ ​ ​ ​ | ​ % of Related Revenues ​ | ​ ​ ​ ​ ​ | ​ ​ June 28, 2020 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ % of Related Revenues ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Increase (Decrease) ​ | ​ ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | ---: |
| Domestic Company-owned restaurant sales | ​ | $393,358 | ​ | ​ | ​ | $347,946 | ​ | ​ | ​ | ​ | ​ |
| North America franchise royalties and fees | ​ | ​ 65,190 | ​ | ​ | ​ | ​ 43,614 | ​ | ​ | ​ | ​ | ​ |
| North America commissary revenues | ​ | ​ 371,519 | ​ | ​ | ​ | ​ 323,041 | ​ | ​ | ​ | ​ | ​ |
| International revenues | ​ | ​ 72,221 | ​ | ​ | ​ | ​ 54,152 | ​ | ​ | ​ | ​ | ​ |
| Other revenues | ​ | ​ 124,466 | ​ | ​ | ​ | ​ 101,729 | ​ | ​ | ​ | ​ | ​ |
| **Total revenues** | ​ | ​ 1,026,754 | ​ | ​ | ​ | ​ 870,482 | ​ | ​ | ​ | ​ | ​ |
| **Costs and expenses:** | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ |
| Operating costs (excluding depreciation and amortization shown separately below): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ |
| Domestic Company-owned restaurant expenses | ​ | ​ 310,181 | ​ | 78.9% | ​ | ​ 274,279 | ​ | 78.8% | ​ | ​ | 0.1% |
| North America commissary expenses | ​ | ​ 342,911 | ​ | 92.3% | ​ | ​ 298,739 | ​ | 92.5% | ​ | ​ | (0.2)% |
| International expenses | ​ | ​ 41,048 | ​ | 56.8% | ​ | ​ 33,405 | ​ | 61.7% | ​ | ​ | (4.9)% |
| Other expenses | ​ | ​ 112,053 | ​ | 90.0% | ​ | ​ 97,302 | ​ | 95.6% | ​ | ​ | (5.6)% |
| General and administrative expenses | ​ | ​ 103,709 | ​ | 10.1% | ​ | ​ 96,079 | ​ | 11.0% | ​ | ​ | (0.9)% |
| Depreciation and amortization | ​ | ​ 25,353 | ​ | 2.5% | ​ | ​ 24,672 | ​ | 2.8% | ​ | ​ | (0.3)% |
| Total costs and expenses | ​ | ​ 935,255 | ​ | 91.1% | ​ | ​ 824,476 | ​ | 94.7% | ​ | ​ | (3.6)% |
| Operating income | ​ | ​ 91,499 | ​ | 8.9% | ​ | ​ 46,006 | ​ | 5.3% | ​ | ​ | 3.6% |
| Net interest expense | ​ | ​ (7,296) | ​ | (0.7)% | ​ | ​ (7,594) | ​ | (0.9)% | ​ | ​ | 0.2% |
| Income before income taxes | ​ | $84,203 | ​ | 8.2% | ​ | $38,412 | ​ | 4.4% | ​ | ​ | 3.8% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ |

27

#### Revenues

Consolidated revenues increased $54.4 million, or 11.8% to $515.0 million, and $156.3 million, or 18.0% to $1.03 billion, for the three and six months ended June 27, 2021, respectively.

Domestic Company-owned restaurant sales increased $9.6 million, or 5.2%, and $45.4 million, or 13.1%, for the three and six months ended June 27, 2021, respectively, compared to the prior year comparable periods. The increases were primarily due to positive comparable sales increases of 5.6% and 13.8% for the three and six months ended June 27, 2021, respectively. The comparable sales increases were significantly impacted by new product innovation, including the successful launch of our new Epic Stuffed Crust pizza in the first quarter of 2021. The comparable sales increase for the six-month periods is partly due to higher demand that has been sustained during the pandemic, which was not reflected in the first quarter of 2020. “Comparable sales” represents the change in year-over-year sales for the same base of restaurants for the same fiscal periods.

North America franchise royalties and fees increased $8.3 million, or 34.3%, and $21.6 million, or 49.5% for the three and six months ended June 27, 2021, respectively, compared to the prior year comparable periods. The increases were primarily due to positive comparable sales increases of 5.2% and 15.1% for the three and six months ended June 27, 2021, respectively. Additionally, the three and six months ended June 27, 2021 benefited from a higher effective royalty rate and higher franchise royalties of $5.1 million and $10.8 million, respectively, compared to the prior comparable periods primarily as a result of ending our temporary franchise assistance program in the third quarter of 2020. The franchise assistance program was above and beyond the level of franchise assistance the Company would incur in the ordinary course of its business.

North America franchise restaurant sales increased 6.4% to $708.6 million and 15.8% to $1.42 billion for the three and six months ended June 27, 2021, respectively, compared to the prior year comparable periods. North America franchise restaurant sales are not included in Company revenues; however, our North America franchise royalties are derived from these sales.

North America commissary revenues increased $19.0 million, or 11.3%, and $48.5 million, or 15.0%, for the three and six months ended June 27, 2021, respectively, primarily due to higher volumes and higher pricing on higher commodities.

International revenues increased $9.5 million, or 33.9%, and $18.1 million, or 33.4%, for the three and six months ended June 27, 2021, respectively, compared to the prior year comparable periods, primarily due to higher royalties from increased equivalent units, higher comparable sales of 21.2% and 22.2% for the three and six months ended June 27, 2021, respectively, and higher Papa John’s United Kingdom (“PJUK”) commissary revenues from higher equivalent units and higher comparable sales. International revenues also increased $3.8 million and $5.8 million for three and six months ended June 27, 2021 due to favorable foreign exchange rates. “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.

International franchise restaurant sales increased 35.7% to $295.3 million and 32.2% to $586.4 million for the three and six months ended June 27, 2021, respectively, excluding the impact of foreign currency, primarily due to increases in comparable sales and equivalent units. International franchise restaurant sales are not included in Company revenues; however, our international royalty revenue is derived from these sales.

Other revenues increased $7.9 million, or 14.6%, and $22.7 million, or 22.4%, for the three and six months ended June 27, 2021, respectively, compared to the prior year comparable period. The increases were primarily due to higher marketing revenues from an increase in franchise sales and higher revenues from our technology platform, including our mobile ordering business which benefited from increased restaurant sales.

#### Costs and Expenses

Total costs and expenses were approximately $470.4 million, or 91.3% of total revenues for the three months ended June 27, 2021, as compared to $430.1 million, or 93.4% of related revenues for the prior year comparable period. For the six months ended June 27, 2021, total costs and expenses were approximately $935.3 million, or 91.1% of total revenues, as compared to $824.5 million, or 94.7% of total revenues for the prior year comparable period. The decreases in total costs and expenses, as a percentage of revenues, were primarily due to the following:

Domestic Company-owned restaurant expenses were $154.3 million, or 78.7% of related revenues for the three months ended June 27, 2021, as compared to $145.2 million, or 77.8% of related revenues for the prior year comparable period. For the six months ended June 27, 2021, Domestic Company-owned restaurant expenses were $310.2 million or 78.9% of related revenues, compared to expenses of $274.3 million, or 78.8% of related revenues for the prior year comparable period. The 0.9% and 0.1% increases in expenses, as a percentage of revenues, were primarily due to higher commodities costs and labor initiatives.

North America commissary expenses were $172.2 million, or 92.3% of related revenues, for the three months ended June 27, 2021, compared to $154.5 million, or 92.2% of related revenues for the comparable period in 2020. North America commissary expenses were $342.9 million, or 92.3% of related revenues, for the six months ended June 27, 2021, compared to $298.7 million, or 92.5% of related revenues, for the prior year comparable period. The 0.1% increase and 0.2% decrease in expenses, as a percentage of related revenues, for the three and six months ended June 27, 2021, were relatively consistent with the prior year comparable periods.

International expenses were $21.4 million, or 57.0% of related revenues for the three months ended June 27, 2021 compared to expenses of $18.3 million, or 65.2% of related revenues for the prior year comparable period. International expenses were $41.0 million, or 56.8% of related revenues, for the six months ended June 27, 2021, compared to $33.4 million, or 61.7% of related revenues for the prior year comparable period. The 8.2% and 4.9% decreases in expenses as a percentage of revenues were primarily due to lower operating costs on higher royalties due to 21.2% and 22.2% increases in comparable sales for the three and six months ended June 27, 2021, respectively.

Other expenses were $56.2 million, or 90.5% of related revenues for the three months ended June 27, 2021 compared to expenses of $51.3 million, or 94.7% of related revenues for the prior year comparable period. For the six months ended June 27, 2021, Other expenses were $112.1 million, or 90.0% of related revenues, as compared to $97.3 million, or 95.6% of related revenues for the prior year comparable period. The 4.2% and 5.6% decreases in expenses, as a percentage of related revenues, were primarily due to higher margins from our online and mobile ordering business from higher comparable sales.

General and administrative expenses (“G&A”) were $53.7 million, or 10.4% of revenues, and $103.7 million, or 10.1% of revenues, for the three and six months ended June 27, 2021, respectively, compared to $48.4 million, or 10.5% of revenues, and $96.1 million, or 11.0% of revenues for the prior year comparable periods, respectively. G&A consisted of the following (in thousands):

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ Three Months Ended ​ Jun. 27, ​ 2021 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ June 28, ​ 2020 | ​ ​ ​ ​ ​ | ​ ​ ​ ​ Six Months Ended ​ Jun. 27, ​ 2021 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ June 28, ​ 2020 |
| --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Administrative expenses (a) | $51,052 | ​ | $47,875 | ​ | $97,135 | ​ | $90,852 |
| Strategic corporate reorganization costs (b) | ​ 3,328 | ​ | ​ — | ​ | ​ 7,211 | ​ | ​ — |
| Other general expenses (c) | ​ (682) | ​ | ​ 553 | ​ | ​ (637) | ​ | ​ 5,227 |
| General and administrative expenses | $53,698 | ​ | $48,428 | ​ | $103,709 | ​ | $96,079 |

(a) The increases in administrative expenses of $3.2 million and $6.3 million for the three and six months ended June 27, 2021 compared to the prior year comparable periods were primarily due to higher professional and consulting fees and management incentive costs.

(b) Represents strategic reorganization costs associated with our new office in Atlanta, Georgia projected to open in the fall of 2021. See “Note 10” of “Notes to Condensed Consolidated Financial Statements” for additional information.

(c) The decrease in other general expenses of $5.9 million for the six months ended June 27, 2021 is primarily due to our marketing fund investment of $5.0 million which was part of our previously announced franchise assistance program that concluded in the third quarter of 2020.

Depreciation and amortization expense was $12.5 million, or 2.4% of revenues, and $25.4 million, or 2.5% of revenues, for the three and six months ended June 27, 2021, respectively, compared to $12.4 million, or 2.7% of revenues, and $24.7 million, or 2.8% of revenues, for the prior year comparable periods, respectively.

#### Operating Income

Operating income increased approximately $14.1 million and $45.5 million for the three and six months ended June 27, 2021, respectively, compared to the prior year comparable periods. Operating income is summarized in the following table on a reporting segment basis. Alongside the GAAP operating income data, we have included “adjusted” operating income to exclude Special items. Special items impacting operating income for 2021 include strategic corporate reorganization costs associated with our new office in Atlanta, Georgia projected to open in the fall of 2021. The reconciliation of GAAP to non-GAAP financial results, as well as the Special items, are included in “Items Impacting Comparability; Non-GAAP Measures.” We believe this non-GAAP measure is important for comparability purposes.

*(In thousands)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Reported ​ Special ​ Adjusted ​ Reported ​ Adjusted Jun. 27, ​ items ​ Jun. 27, ​ Jun. 28, ​ Increase 2021 ​ in 2021 ​ 2021 ​ 2020 ​ (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| --- | --- | --- |
| Domestic Company-owned restaurants | ​ | $15,361 ​ $— ​ $15,361 ​ $16,746 ​ $(1,385) |
| North America franchising | ​ | 30,518 ​ — ​ 30,518 ​ 22,176 ​ 8,342 |
| North America commissaries | ​ | 9,778 ​ — ​ 9,778 ​ 8,711 ​ 1,067 |
| International | ​ | 8,683 ​ — ​ 8,683 ​ 4,471 ​ 4,212 |
| All others | ​ | 4,894 ​ — ​ 4,894 ​ 2,035 ​ 2,859 |
| Unallocated corporate expenses | ​ | (24,617) ​ 3,328 ​ (21,289) ​ (22,881) ​ 1,592 |
| Elimination of intersegment losses (profits) | ​ | 20 ​ — ​ 20 ​ (724) ​ 744 |
| **Total** | ​ | $44,637 ​ $3,328 ​ $47,965 ​ $30,534 ​ $17,431 |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| **​** | **​** | **Six Months Ended** |
| **​** |  | **Reported** **Special** **Adjusted** **Reported** **Adjusted** |
| **​** | **​** | **Jun. 27,** **​** **items** **​** **Jun. 27,** **Jun. 28,** **​** **Increase** |
| (In thousands) |  | **2021** **in 2021** **2021** **2020** **(Decrease)** |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| Domestic Company-owned restaurants | ​ | $30,685 ​ $— ​ $30,685 ​ $25,413 ​ $5,272 |
| North America franchising | ​ | ​ 60,961 ​ ​ — ​ ​ 60,961 ​ ​ 39,502 ​ ​ 21,459 |
| North America commissaries | ​ | ​ 19,491 ​ — ​ 19,491 ​ ​ 16,371 ​ 3,120 |
| International | ​ | ​ 17,047 ​ ​ — ​ ​ 17,047 ​ ​ 8,849 ​ ​ 8,198 |
| All others | ​ | ​ 11,012 ​ ​ — ​ ​ 11,012 ​ ​ 1,838 ​ ​ 9,174 |
| Unallocated corporate expenses | ​ | ​ (47,779) ​ ​ 7,211 ​ ​ (40,568) ​ ​ (45,057) ​ ​ 4,489 |
| Elimination of intersegment losses (profits) | ​ | ​ 82 ​ ​ — ​ ​ 82 ​ ​ (910) ​ ​ 992 |
| **Total** | ​ | $91,499 ​ $7,211 ​ $98,710 ​ $46,006 ​ $52,704 |

The increase in operating income, excluding Special items, of $17.4 million, or 57.1%, and $52.7 million, or 114.6%, for the three- and six- month periods in 2021, respectively were primarily due to the following:

- Domestic Company-owned restaurants decreased $1.4 million for the three months ended June 27, 2021 as compared to the prior year comparable period primarily due to higher commodities costs and labor initiatives, partially offset by higher comparable sales of 5.6%. For the six months ended June 27, 2021, Domestic Company-owned restaurants increased $5.3 million primarily due to higher profits from positive comparable sales of 13.8%, partially offset by higher commodities costs and labor initiatives.
- North America franchising increased $8.3 million and $21.5 million for the three and six months ended June 27, 2021, respectively, primarily due to higher comparable sales of 5.2% and 15.1% for the three- and six- month periods, respectively. The three and six months ended June 27, 2021 also benefited from higher effective royalty rates as compared to the comparable periods primarily due to higher franchise royalties of $5.1 million and $10.8 million, respectively, as a result of our temporary royalty reduction program concluding in the third quarter of 2020, which was above and beyond the level of franchise assistance the Company would incur in the ordinary course of its business.
- North America commissaries increased $1.1 million and $3.1 million for the three and six months ended June 27, 2021, respectively, primarily due to higher profits from higher volumes.
- International increased approximately $4.2 million and $8.2 million for the three and six months ended June 27, 2021, respectively, primarily due to higher royalty revenue from comparable sales of 21.2% and 22.2%, respectively, and increased equivalent units. The effective royalty rates were also higher for the three-and-six-month periods of 2021 as the prior year comparable periods included royalty support provided to certain franchisees.
- All Others, which primarily includes our online and mobile ordering business and our marketing funds, increased $2.9 million and $9.2 million for the three and six months ended June 27, 2021 compared to the prior year comparable periods primarily due to higher revenues from our technology platform, including our mobile ordering business.
- Unallocated corporate expenses decreased approximately $1.6 million and $4.5 million for the three and six months ended June 27, 2021, respectively. The decrease for the six-months ended June 27, 2021 was primarily due to our marketing fund investment of $5.0 million, which was part of our previously announced franchise assistance program that concluded in the third quarter of 2020.

#### Net Interest Expense

Net interest expense was relatively flat for the three months ended June 27, 2021 and decreased approximately $0.3 million for the six months ended June 27, 2021 due to lower interest rates, partially offset by a higher average outstanding debt primarily from a higher balance outstanding on our revolving credit facility drawn to partially fund the repurchase of Series B Preferred Stock. Total debt outstanding was $425.0 million and $350.0 million as of June 27, 2021 and December 27, 2020, respectively.

#### Income Before Income Taxes

For the reasons discussed above, income before income taxes increased approximately $14.1 million, or 52.3%, and $45.8 million, or 119.2%, for the three and six months ended June 27, 2021, respectively over the prior year comparable periods.

#### Income Tax Expense

The effective income tax rates were 18.0% and 18.2% for the three and six months ended June 27, 2021 representing decreases of 0.4% and 1.2%, respectively, from the prior year comparable periods. The decreases in the effective rates were primarily due to higher excess tax benefits from stock option exercises and restricted shares vesting activity for the three and six months ended June 27, 2021.

#### Diluted (Loss) Earnings Per Common Share

Diluted loss per common share was $2.30 for the three months ended June 27, 2021, compared to diluted earnings per share of $0.48 in the prior year comparable period. For the six months ended June 27, 2021, diluted loss per common share was $1.47, compared to diluted earnings per share of $0.65 for the prior year comparable period. Excluding Special items, adjusted diluted earnings per common share were $0.93 and $1.94 for the three- and six-months ended June 27, 2021, respectively. Diluted loss per common share for the three and six months ended June 27, 2021 included Special items of $3.15 and $3.23, respectively, from a reduction in net income attributable to common shareholders related to the repurchase and conversion of all shares of Series B Preferred Stock. These reductions reflect the excess of the one-time cash payment over the carrying value of the Series B Preferred Stock. See “Items Impacting Comparability; Non-GAAP Measures” for additional information.

### Items Impacting Comparability; Non-GAAP Measures

The table below reconciles our GAAP financial results to our adjusted financial results, which are non-GAAP measures (collectively defined as “Special items”). We present these non-GAAP measures because we believe the Special items in 2021 impact the comparability of our results of operations.

*(In thousands, except per share amounts)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ Three Months Ended June 27, 2021 ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ June 28, 2020 ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Six Months Ended June 27, 2021 ​ ​ | ​ ​ ​ | ​ ​ June 28, 2020 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| GAAP operating income | ​ | $44,637 | ​ | $30,534 | ​ | $91,499 | ​ | $46,006 |
| Strategic corporate reorganization costs (1) | ​ | ​ 3,328 | ​ | ​ — | ​ | ​ 7,211 | ​ | ​ — |
| Adjusted operating income | ​ | $47,965 | ​ | $30,534 | ​ | $98,710 | ​ | $46,006 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| GAAP net (loss)/income attributable to common shareholders | ​ | $(79,898) | ​ | $15,707 | ​ | $(49,542) | ​ | $20,933 |
| Strategic corporate reorganization costs (1) | ​ | ​ 3,328 | ​ | ​ — | ​ | ​ 7,211 | ​ | ​ — |
| Repurchase and conversion of Series B Preferred Stock (2) | ​ | ​ 109,852 | ​ | ​ — | ​ | ​ 109,852 | ​ | ​ — |
| Tax effect of strategic corporate reorganization costs (3) | ​ | ​ (745) | ​ | ​ — | ​ | ​ (1,615) | ​ | ​ — |
| Adjusted net income attributable to common shareholders | ​ | $32,537 | ​ | $15,707 | ​ | $65,906 | ​ | $20,933 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| GAAP diluted (loss)/earnings per share | ​ | $(2.30) | ​ | $0.48 | ​ | $(1.47) | ​ | $0.65 |
| Strategic corporate reorganization costs (1) | ​ | ​ 0.10 | ​ | ​ — | ​ | ​ 0.22 | ​ | ​ — |
| Repurchase and conversion of Series B Preferred Stock (2) | ​ | ​ 3.15 | ​ | ​ — | ​ | ​ 3.23 | ​ | ​ — |
| Tax effect of strategic corporate reorganization costs (3) | ​ | ​ (0.02) | ​ | ​ — | ​ | ​ (0.04) | ​ | ​ — |
| Adjusted diluted earnings per share | ​ | $0.93 | ​ | $0.48 | ​ | $1.94 | ​ | $0.65 |

(Note) The above table does not include the impact of allocation of undistributed earnings to participating securities for Special items.

(1) Represents strategic corporate reorganization costs associated with our new office in Atlanta, Georgia projected to open in the fall of 2021.

(2) Represents the one-time charge related to the repurchase and conversion of all shares of Series B Preferred Stock and includes related professional fees incurred as part of the transaction.

(3) The tax effect for strategic corporate reorganization costs was calculated by applying the 2021 marginal tax rate of 22.4%. There was no tax effect on the repurchase and conversion of the Series B Preferred Stock as the one-time charge was non-deductible for tax purposes.

The 2021 non-GAAP adjusted results shown above and within this document, which exclude Special items, should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s GAAP results. Management believes presenting certain financial information excluding Special items is important for purposes of comparison to prior year results. In addition, management uses these metrics to evaluate the Company’s underlying operating performance and to analyze trends.

### Liquidity and Capital Resources

#### Debt

The Company has a secured revolving credit facility with available borrowings of $400.0 million (the “Revolving Facility”), of which $95.0 million and $10.0 million was outstanding as of June 27, 2021 and December 27, 2020, respectively, and a secured term loan facility with an outstanding balance of $330.0 million and $340.0 million as of June 27, 2021 and December 27, 2020, respectively (the “Term Loan Facility” and together with the Revolving Facility, the “PJI Facilities”). Including outstanding letters of credit, the Company’s remaining availability under the PJI Facilities at June 27, 2021 was approximately $259.2 million.

We use interest rate swaps to hedge against the effects of potential interest rate increases on borrowings under our PJI Facilities. As of June 27, 2021, we have the following interest rate swap agreements with a total notional value of $350.0 million:

| ​ Effective Dates | ​ | ​ ​ Floating Rate Debt | ​ | ​ ​ Fixed Rates |
| --- | --- | --- | --- | ---: |
| April 30, 2018 through April 30, 2023 | ​ | $55 million |  | 2.33% |
| April 30, 2018 through April 30, 2023 | ​ | $35 million |  | 2.36% |
| April 30, 2018 through April 30, 2023 | ​ | $35 million |  | 2.34% |
| January 30, 2018 through August 30, 2022 | ​ | $100 million | ​ | 1.99% |
| January 30, 2018 through August 30, 2022 | ​ | $75 million | ​ | 1.99% |
| January 30, 2018 through August 30, 2022 | ​ | $50 million | ​ | 2.00% |

The weighted average interest rates on our PJI Facilities, including the impact of the interest rate swap agreements, were 3.2% for the three- and six- month periods ended June 27, 2021, compared to 3.8% for the three- and six- month periods ending June 28, 2020, respectively.

Our PJI Credit Agreement contains affirmative and negative covenants, including the following financial covenants, as defined by the Amended Credit Agreement:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
| ​ | ​ | ​ | ​ | ​ |
| **​** | **​** | **​** | **​** | **​** |
| **​** | **​** | **​** | **​** | **Actual Ratio as of** |
| **​** |  | **Permitted Ratio** |  | **June 27, 2021** |
| Leverage ratio |  | Not to exceed 4.25 to 1.0 |  | 2.2 to 1.0 |
| ​ | ​ | ​ | ​ | ​ |
| Interest coverage ratio |  | Not less than 2.50 to 1.0 |  | 4.8 to 1.0 |

Our leverage ratio is defined as outstanding debt divided by consolidated earnings before interest, taxes, depreciation and amortization (“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 financial covenants as of June 27, 2021.

Papa John’s Marketing Fund, Inc. (“PJMF”), our national marketing fund, has a $20.0 million revolving line of credit (the “PJMF Revolving Facility”) pursuant to a Revolving Loan Agreement, dated September 30, 2015 with U.S. Bank National Association, as lender. There was no debt outstanding under the PJMF Revolving Facility as of June 27, 2021 and December 27, 2020. The PJMF operating results and the related debt outstanding do not impact the financial covenants under the PJI Credit Agreement.

#### Cash Flows

Cash flow provided by operating activities was $128.0 million for the six months ended June 27, 2021 compared to $87.7 million for the corresponding period of 2020. The increase of $40.3 million was primarily due to higher net income.

Cash flow used in investing activities was $19.5 million for the six months ended June 27, 2021 compared to $16.9 million for the same period in 2020, or an increase of $2.6 million. The increase in cash flow used in investing activities was primarily due to an increase in capital expenditures, partially offset by lower notes issued and higher repayments.

Cash flow used in financing activities was $142.9 million for the six months ended June 27, 2021 compared to $22.8 million for the same period of 2020. The increase of $120.1 million in cash flow used in financing activities was primarily due to the payment of cash consideration to Starboard and certain franchisees for the repurchase and conversion of all of the Company’s Series B Preferred Stock outstanding, offset by an increase in proceeds from our revolving credit facility.

#### Dividends

The Company recorded dividends of approximately $20.4 million for the six months ended June 27, 2021 consisting of the following:

- $14.8 million paid to common stockholders ($0.45 per share);
- $3.0 million in preferred dividends on the Series B Preferred Stock (3.6% of the investment per annum);
- $1.5 million of common stock deemed dividend distributions in conjunction with the repurchase and conversion of the Series B Preferred Stock; and
- $1.1 million in common stock “pass-through” dividends paid to Series B Preferred Stockholders on an as-converted basis ($0.45 per share).

On August 3, 2021, our Board of Directors approved a 55.6% increase in the Company’s dividend rate per common share, from $0.90 on an annual basis to $1.40 on an annual basis, and subsequently declared a third quarter dividend of $0.35 per common share, of which approximately $12.8 million will be paid to common stockholders. The common share dividend will be paid on August 27, 2021 to stockholders of record as of the close of business on August 16, 2021. The declaration and payment of any future dividends will be at the discretion of our Board of Directors.

Free cash flow, a non-GAAP measure, is defined as net cash provided by operating activities (from the Condensed Consolidated Statements of Cash Flows) less the purchases of property and equipment and dividends paid to preferred stockholders. We view free cash flow as an important financial 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 the Company’s performance than the Company’s GAAP measures. See “Items Impacting Comparability; Non-GAAP Measures” for a discussion of free cash flow. The Company’s free cash flow was as follows for the six-month periods of 2021 and 2020 (in thousands):

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Six Months Ended June 27, 2021 ​ ​ | ​ ​ ​ | ​ ​ June 28, 2020 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Net cash provided by operating activities | ​ | $128,030 | ​ | $87,658 |
| Purchases of property and equipment | ​ | ​ (21,543) | ​ | ​ (13,795) |
| Dividends paid to preferred stockholders (1) | ​ | (6,394) | ​ | (6,825) |
| Free cash flow | ​ | $100,093 | ​ | $67,038 |

(1) This does not include the cash consideration paid for the repurchase and conversion of the Series B Preferred Stock. See “Recent Developments and Trends” for additional information.

### Forward-Looking Statements

Certain matters discussed in this Quarterly Report on Form 10-Q and other Company communications that are not statements of historical fact constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend,” “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 forward-looking statements include or may relate to projections or guidance concerning business performance, revenue, earnings, cash flow, earnings per share, share repurchases, the financial impact of the temporary business opportunities, disruptions and temporary changes in demand we are experiencing related to the current outbreak of the COVID-19 pandemic and the related restrictions, commodity costs, currency fluctuations, profit margins, unit growth, unit level performance, capital expenditures, restaurant and franchise development, the duration of changes in consumer behavior caused by the pandemic, our plans to open a new office in Atlanta, the associated reorganization costs and the related organizational, employment and real estate changes that are expected, royalty relief, the effectiveness of our menu innovations and other business initiatives, marketing efforts, liquidity, compliance with debt covenants, strategic decisions and actions, dividends, effective tax rates, regulatory changes and impacts, adoption of new accounting standards, 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:

- the ability of the Company to manage difficulties and opportunities associated with or related to the COVID-19 pandemic, including risks related to: the impact of governmental restrictions on freedom of movement and business operations including quarantines, social distancing requirements and mandatory business closures; changes in consumer demand or behavior; labor shortages at Company and/or franchised stores; impact of delayed new store openings, both domestically and internationally; the overall contraction in global economic activity, including increased unemployment; our ability to navigate changing governmental programs and regulations relating to the pandemic; and the increased risk of phishing and other cyber-attacks;
- the uncertainty of whether and to what extent the increase in demand for our products that we are currently experiencing during the COVID-19 pandemic will continue following a cessation of the effects of the virus in the future;
- our ability to successfully implement or fully realize the anticipated benefits of our corporate reorganization and new office in Atlanta, Georgia and corporate reorganization in the timeframes we desire or within the expected range of expenses, or at all. In addition, turnover in our support teams due to our relocation to Georgia could distract our employees, decrease employee morale, harm our reputation, and negatively impact the overall performance of our corporate support teams;
- increased costs for branding initiatives and launching new advertising and marketing campaigns and promotions to improve consumer sentiment and sales trends, and the risk that such initiatives will not be effective;
- risks related to social media, including publicity adversely and rapidly impacting our brand and reputation;
- aggressive changes in pricing or other marketing or promotional strategies by competitors, which may adversely affect sales and profitability; and new product and concept developments by food industry competitors;
- changes in consumer preferences or consumer buying habits, including the growing popularity of delivery aggregators, as well as changes in general economic conditions or other factors that may affect consumer confidence and discretionary spending, including higher unemployment;
- the adverse impact on the Company or our results caused by global health concerns, product recalls, food quality or safety issues, incidences of foodborne illness, food contamination and other general public health concerns about our Company-owned or franchised restaurants or others in the restaurant industry;
- the effectiveness of our technology investments and changes in unit-level operations;
- the ability of the Company and its franchisees to meet planned growth targets and operate new and existing restaurants profitably, including difficulties finding qualified franchisees, store level employees or suitable sites;
- increases in labor costs, food costs or sustained higher other operating costs. This could include increased employee compensation, including as a result of changes in minimum wage, benefits, insurance, tax rates, new regulatory requirements or increasing compliance costs;
- increases in insurance claims and related costs for programs funded by the Company up to certain retention limits, including medical, owned and non-owned vehicles, workers’ compensation, general liability and property;
- disruption of our supply chain or commissary operations which could be caused by our sole source of supply of mozzarella cheese, desserts, garlic cups or limited source of suppliers for other key ingredients or more generally due to weather, natural disasters including drought, disease, or geopolitical or other disruptions beyond our control, including COVID-19;
- increased risks associated with our international operations, including economic and political conditions and risks associated with the withdrawal of the United Kingdom from the European Union, instability or uncertainty in our international markets, especially emerging markets, fluctuations in currency exchange rates, difficulty in meeting planned sales targets and new store growth;
- the impact of current or future claims and litigation and our ability to comply with current, proposed or future legislation that could impact our business including compliance with the European Union General Data Protection Regulation;
- the Company's ability to continue to pay dividends to stockholders based upon profitability, cash flows and capital adequacy if restaurant sales and operating results decline;
- disruption of critical business or information technology systems, or those of our suppliers, and risks associated with systems failures and data privacy and security breaches, including theft of confidential Company, employee and customer information, including payment cards; and
- changes in Federal or state income, general and other tax laws, rules and regulations and changes in generally accepted accounting principles.

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 fiscal year ended December 27, 2020. 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.

## Market risk

As filed, 4,104 characters.

#### Interest Rate Risk

We are exposed to the impact of interest rate changes on our Revolving Facility and our Term Loan Facility, which comprise the PJI Facilities. We attempt to minimize interest rate risk exposure by fixing our interest rate through the utilization of interest rate swaps, which are derivative financial instruments. Our swaps are entered into with financial institutions that participate in the PJI Facilities. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk due to the possible failure of the counterparty to perform under the terms of the derivative contract. We do not enter into contracts for trading purposes and do not use leveraged instruments. The market risks associated with our debt obligations as of June 27, 2021 have not changed from those reported in “Part II. Item 7A. Quantitative and Qualitative Disclosure About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 27, 2020. See “Note 8” of “Notes to Condensed Consolidated Financial Statements” for additional information on our debt obligations and derivative instruments.

#### Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate fluctuations from our operations outside of the United States, which can adversely impact our revenues, net income and cash flows. Our international operations principally consist of distribution sales to franchised Papa John’s restaurants located in the United Kingdom 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. Approximately 7% of our revenues were derived from these operations for the three and six months ended June 27, 2021, as compared to 6% for the prior year comparable periods.

We have not historically hedged our exposure to foreign currency fluctuations. Foreign currency exchange rate fluctuations had a favorable impact of approximately $3.8 million and $5.8 million on International revenues for the three and six months ended June 27, 2021, and an unfavorable impact of $1.5 million and $2.0 million for the three and six months ended June 28, 2020, respectively. Foreign currency exchange rate fluctuations had a favorable impact of approximately $900,000 and $1.4 million on operating income for the three and six months ended June 27, 2021, respectively, and an unfavorable impact of $600,000 and $900,000 on operating income for the three and six months ended June 28, 2020, respectively.

#### Commodity Price Risk

In the ordinary course of business, the food and paper products we purchase, including cheese (our largest individual food cost item), are subject to seasonal fluctuations, weather, availability, demand and other factors that are beyond our control. We have pricing agreements with some of 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 remain exposed to on-going commodity volatility.

The following table presents the actual average block price for cheese by quarter through the second quarter of 2021 and the projected average block price by quarter for 2021 (based on the July 30, 2021 Chicago Mercantile Exchange cheese futures market prices):

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ 2021 Projected Block Price ​ ​ | ​ ​ ​ ​ | ​ ​ 2020 Actual Block Price ​ ​ |
| --- | --- | ---: | --- | ---: |
| Quarter 1 |  | $1.676 |  | $1.857 |
| Quarter 2 | ​ | 1.680 | ​ | 1.679 |
| Quarter 3 | ​ | 1.677 | ​ | 2.262 |
| Quarter 4 | ​ | 1.822 | ​ | 2.235 |
| Full Year |  | $1.714 | \* | $2.008 |

\*The full year estimate is based on futures prices and does not include the impact of forward pricing agreements we have for a portion of our cheese purchases for our domestic Company-owned restaurants. Additionally, the price charged to restaurants can vary somewhat by quarter from the actual block price based upon our monthly pricing mechanism.

## Controls and procedures

As filed, 996 characters.

Under the supervision and with the participation of the Company’s management, including its chief executive officer and chief financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, the chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

### Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there was no change made in the Company’s internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 154 characters.

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2020.

Filed Aug 5, 2021.
Source: SEC EDGAR, the filing index for accession 0001558370-21-010373. Last ingested by Listed: Nov 5, 2026, 11:55 ET. No prices; not investment advice.