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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 17, 1997
PJ AMERICA, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-21587 61-1308435
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
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9109 Parkway East
Birmingham, Alabama 35206
(Address of principal executive offices)
(205) 836-1212
(Registrant's telephone number, including area code)
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Item 5. Other Events
On July 9, 1997, PJ America, Inc., a Delaware corporation ("the Company"),
issued a press release announcing earnings for the second quarter ended June 29,
1997. Pro forma net income for the second quarter of 1997 was $841 thousand, or
16 cents per share, compared to $458 thousand, or 13 cents per share for the
comparable period in 1996. The above pro forma results include expenses of $124
thousand incurred in connection with the company's merger with Ohio Pizza
Delivery (OPD), which have been expensed in the second quarter of 1997. Pro
forma results reflect earnings of the Company restated to give retroactive
effect to the merger with OPD, which was accounted for as a pooling of interests
and includes a pro forma provision for income taxes as if OPD was a C
corporation rather than an S corporation.
Item 7. Financial Statements and Exhibits
This 8-K also includes the operating results of the Company from June 5, 1997
through July 6, 1997. These operating results include the results of OPD, which
merged into PJ Acquisition Subsidiary, a wholly owned subsidiary of the Company,
on June 5, 1997.
(C) Exhibits:
99.1 PJ America, Inc. Press Release dated July 9, 1997, announcing second
quarter 1997 pro forma earnings.
99.2 Schedule of net earnings for the period June 5, 1997 through July 6,
1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PJ AMERICA, INC.
Date: June 11, 1997 By /s/ D. Ross Davison
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D. Ross Davison
Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)
EXHIBIT INDEX
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Item No. Exhibit No. Description
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7 (c) 99.1 PJ America, Inc. Press Release dated July 9, 1997,
announcing second quarter 1997 pro forma earnings.
99.2 Schedule of net earnings for the period June 5, 1997 through July 6, 1997.
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Exhibit 99.1
[LETTERHEAD OF PAPA JOHN'S]
Contact: D. Ross Davison
Chief financial Officer and Treasurer
(205) 836-1212
FOR IMMEDIATE RELEASE
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PJ AMERICA REPORTS EARNINGS AND
REVENUES FOR SECOND QUARTER OF 1997
Birmingham, Alabama, July 9, 1997
PJ America, Inc. (NASDAQ: PJAM), the largest franchisee of Papa John's
International, Inc., announced revenues of $12.0 million and pro forma net
income of $841 thousand for the second quarter ended June 29, 1997. These
results compare to pro forma revenues of $9.4 million and pro forma net income
of $458 thousand for the same period in 1996. Pro forma net income per share
for the quarter was 16 cents compared to 13 cents for the second quarter of
1996, with 50% more shares outstanding in 1997. The above pro forma results
include expenses of $124 thousand incurred in connection with the merger of Ohio
Pizza Delivery (OPD), which have been expensed in the second quarter of 1997.
The pro forma financial results for all periods discussed above have been
restated to give retroactive effect to the merger with OPD on June 5, 1997, in a
transaction accounted for as a pooling of interests, as if the merger had
occurred at the beginning of fiscal 1996. The pro forma financial results for
the three and six months ended in 1996 are presented as if the Company had
acquired the Virginia restaurants at the beginning of 1996. The Virginia
restaurants were acquired by the Company on October 30, 1996, concurrent with
the closing of the Company's initial public offering.
Comparable restaurant sales for the quarter increased 8.8%. During the
second quarter, three restaurants were opened, as planned, and the Company
acquired eight restaurants in the OPD merger. The increase in revenues and net
income were primarily due to the increase in comparable restaurant sales, sales
from additional restaurants, and improved operating margins.
At June 29, 1997, the Company operated 60 Papa John's restaurants in
Alabama, Virginia, Texas and Ohio.
[LETTERHEAD OF PAPA JOHN'S]
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Three Months Ended Six Months Ended
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June 29, June 30, June 29, June 30,
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1997 (1) 1996 (2) 1997 (1) 1996 (2)
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Restaurant sales $11,985 $9,397 $22,591 $17,920
Net income $ 841 $ 458 $ 1,686 $ 885
Net income per share $ 0.16 $ 0.13 $ 0.33 $ 0.26
Wtd. average shares 5,169 3,444 5,180 3,444
(1) Pro forma information has been restated to give retroactive effect to the
merger with OPD, accounted for as a pooling of interests, and reflects a
pro forma provision for income taxes for all periods, where appropriate, as
if OPD was a C corporation rather than an S corporation. It also includes
OPD merger expenses of $124 thousand, which have been expensed in the
second quarter of 1997.
(2) Pro forma information has been restated to give retroactive effect to the
merger with OPD, accounted for as a pooling of interests, and represents
the operations of the Company as if the acquisition of the Virginia
restaurants had occurred at the beginning of 1996, and reflects a pro forma
provision for income taxes for all periods, where appropriate, as if the
Company and OPD were C corporations rather than S corporations.
(All data above in thousands except per share amounts)
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PJ AMERICA, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended Six Months Ended
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June 29, June 30, June 29, June 30,
1997 (1) 1996 (2) 1997 (1) 1996 (2)
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(In thousands, except per share amounts)
Restaurant sales $ 11,985 $ 9,397 $ 22,591 $ 17,920
Cost and expenses:
Cost of sales 3,825 3,161 7,198 6,028
Salaries and benefits 3,077 2,253 5,792 4,409
Other operating expenses 2,899 2,317 5,380 4,381
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9,801 7,731 18,370 14,818
General and administrative expenses 591 598 1,156 1,037
Merger expenses 124 - 124 -
Depreciation and amortization 307 260 600 502
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Total costs and expenses 10,823 8,589 20,250 16,357
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Operating income 1,162 808 2,341 1,563
Other income (expense), net 168 (71) 324 (137)
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Income before income taxes 1,330 737 2,665 1,426
Income tax expense 468 3 882 9
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Net income $ 862 $ 734 $ 1,783 $ 1,417
========= ======== ========= =========
Pro forma information: (1) (2)
Income before income taxes $ 1,330 $ 737 $ 2,665 $ 1,426
Pro forma income tax expense 489 279 979 541
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Pro forma net income $ 841 458 1,686 $ 885
========= ======== ========= =========
Pro forma net income per share $ 0.16 $ 0.13 $ 0.33 $ 0.26
========= ======== ========= =========
Weighted average shares outstanding 5,169 3,444 5,180 3,444
========= ======== ========= =========
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(1) Pro forma information has been restated to give retroactive effect to the
merger with OPD, accounted for as a pooling of interests, and reflects a
pro forma provision for income taxes for all periods, where appropriate, as
if OPD was a C corporation rather than an S corporation. It also includes
OPD merger expenses of $124 thousand, which have been expensed in the
second quarter of 1997.
(2) Pro forma information has been restated to give retroactive effect to the
merger with OPD, accounted for as a pooling of interests, and represents
the operations of the Company as if the acquisition of the Virginia
restaurants had occurred at the beginning of 1996, and reflects a pro forma
provision for income taxes for all periods, where appropriate, as if the
Company and OPD were C corporations rather than S corporations.
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PJ AMERICA, INC.
SCHEDULE OF NET EARNINGS
EXHIBIT 99.2
(In thousands, except per share amounts)
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June 5 - July 6,
1997 (1)
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Restaurant sales $ 3,999
Costs and expenses:
Costs of sales 1,240
Salaries and benefits 1,028
Other operating expenses 998
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3,266
General and administrative expenses 200
Depreciation and amortization 104
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Total costs and expenses 3,570
Operating income 429
Other income 59
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Income before income taxes 488
Income tax expense 180
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Net income $ 308
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Net income per share $ 0.06
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Weighted average shares outstanding 5,170
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(1) Represents the results of operations of the Company from June 5, 1997 (date
of merger with OPD) through July 6, 1997.
