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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
COMMISSION FILE NUMBER: 0-21660
A. FULL TITLE OF THE PLAN:
PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF
ITS PRINCIPAL EXECUTIVE OFFICE:
PAPA JOHN'S INTERNATIONAL, INC.
2002 PAPA JOHN'S BOULEVARD
LOUISVILLE, KENTUCKY 40299-2334
(502) 261-7272
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FINANCIAL STATEMENTS AND SCHEDULE
Papa John's International, Inc. 401(k) Plan
DECEMBER 31, 1999 AND 1998 AND YEAR ENDED DECEMBER 31, 1999
WITH REPORT OF INDEPENDENT AUDITORS
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Papa John's International, Inc. 401(k) Plan
Financial Statements
and Schedule
December 31, 1999 and 1998 and
Year Ended December 31, 1999
Contents
Report of Independent Auditors..............................................1
Financial Statements
Statements of Net Assets Available for Benefits.............................2
Statement of Changes in Net Assets Available for Benefits...................3
Notes to Financial Statements...............................................4
Schedule
Schedule of Assets Held for Investment Purposes At End of Year..............8
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Report of Independent Auditors
401 (k) Plan Committee
Papa John's International, Inc.
We have audited the accompanying statements of net assets available for benefits
of the Papa John's International, Inc. 401(k) Plan (the "Plan") as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999, is
presented for purpose of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. The schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
May 19, 2000
Louisville, Kentucky
1
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PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
-------------------------
<S> <C> <C>
ASSETS
Investments at fair value:
Common stock:
Papa John's International, Inc. $ 144,850 $ 100,560
Mutual funds:
Davis New York Venture Fund 463,574 179,736
AIM Constellation Fund 2,040,609 1,089,075
Templeton Foreign Fund 605,404 319,528
AIM Value Fund 1,930,436 1,090,724
Oppenheimer Quest Opportunity Fund 906,803 663,055
American Balanced Fund 470,438 322,633
Bond Fund of America 337,131 240,613
AIM Money Market Fund 458,986 252,829
Interest bearing cash 19,590 --
Participant loans 215,724 100,172
-------------------------
Total investments 7,593,545 4,358,925
Contributions receivable:
Participants 228,302 174,901
Employer 217,748 --
-------------------------
Total contributions receivable 446,050 174,901
-------------------------
TOTAL ASSETS 8,039,595 4,533,826
LIABILITIES
Excess contributions refundable to participants 108 --
-------------------------
NET ASSETS AVAILABLE FOR BENEFITS $8,039,487 $4,533,826
=========================
</TABLE>
SEE ACCOMPANYING NOTES.
2
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PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Investment income:
Net appreciation in fair value of investments $ 711,881
Interest and dividends 502,833
-----------
Net investment income 1,214,714
Contributions:
Participants 2,532,323
Employer 217,748
-----------
Total contributions 2,750,071
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TOTAL ADDITIONS 3,964,785
DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:
Benefits paid to participants 455,474
Administrative fee 3,650
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TOTAL DEDUCTIONS 459,124
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NET INCREASE 3,505,661
NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 4,533,826
-----------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $8,039,487
===========
</TABLE>
SEE ACCOMPANYING NOTES.
3
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Papa John's International, Inc. 401(k) Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF PLAN
Papa John's International, Inc. (the "Company") established the Papa John's
International, Inc. 401(k) Plan (the "Plan") on October 1, 1995. The Plan is a
defined contribution plan available to all employees of the Company, and its
subsidiaries, who have attained the age of twenty-one, completed one year of
service and who work at least 1,000 hours annually. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Participants may voluntarily elect to contribute from 1 to 15 percent of their
annual eligible wages to their account within the Plan. In 1999, the Company
amended the Plan by stating that the Company may, at its discretion, make
matching or profit sharing contributions to the Plan. In 1999, the Company
contributed, to participants actively employed on the last day of the plan year,
an amount equal to 25 percent of the pretax contributions made by participants
up to 6% of eligible compensation from July 1, 1999 to December 31, 1999.
The contributions are allocated among eight alternative mutual funds and Company
common stock at the direction of the participant. Each fund's investment income
or loss, less any investment management fees, is allocated to participant
accounts based on their proportionate interest in the fund. The value of
participant accounts will fluctuate with the market value of the securities in
which the fund is invested. The contributions and the earnings on those
contributions are immediately vested to the participant and are payable upon
retirement, death or disability, termination of employment, or earlier for
hardship reasons. Participants may also borrow from their account through
participant loans. The Summary Plan Description provides a more complete
description of the Plan's provisions.
Certain Plan administrative expenses are paid by the Company.
Effective January 1, 1999, the Company amended the Plan for a change in the
years of service over which discretionary employer contributions become vested.
Such contributions vest over a period of one to five years compared to two to
six years prior to the amendment.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
4
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Papa John's International, Inc. 401(k) Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS
Mutual funds are stated at fair value as determined by quoted market prices.
Papa John's International, Inc. Common Stock is stated at fair value as
determined by the last reported sales price on the last business day of the plan
year. Participant loans are stated at an estimated fair value based on their
outstanding balances.
CONTRIBUTIONS
Contributions from participants are recorded when the Company makes payroll
deductions. Discretionary employer contributions are determined and recorded
annually. Contributions receivable represent amounts not yet deposited into the
participants' individual accounts.
EXCESS CONTRIBUTIONS REFUNDABLE TO PARTICIPANTS
The Plan is subject to certain contribution limits for highly-compensated
participants as defined by the Internal Revenue Code (the "IRC"). Calculations
performed subsequent to the Plan year-end indicated that excess contributions
refundable to participants amounted to $108 as of December 31, 1999. There were
no excess contributions refundable to participants as of December 31, 1998.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Plan's management to make
estimates and assumptions that affect the amounts reported in these financial
statements and accompanying notes. Actual results could differ from those
estimates.
RECLASSIFICATION
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
5
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Papa John's International, Inc. 401(k) Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
During the year ended December 31, 1999, the Plan's investments (including
investments bought, sold, as well as held during the year) appreciated
(depreciated) in fair value as follows:
<TABLE>
<S> <C>
Papa John's International, Inc. Common Stock $(92,262)
Mutual funds 804,143
--------
$711,881
========
</TABLE>
4. TAX STATUS
The Company has not obtained a determination letter from the Internal Revenue
Service stating the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the "Code"). However, the Company has represented that the Plan is
qualified and, therefore, the related trust is exempt from taxation.
6
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Schedule
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PAPA JOHN'S INTERNATIONAL, INC. 401(k) PLAN
EIN: 61-1203323, Plan Number: 001
Schedule H, Line 4i-Schedule of Assets Held
for Investment Purposes At End of Year
December 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT, INCLUDING
SHARES HELD OR RATE OF
IDENTITY OF ISSUE OR BORROWER INTEREST CURRENT VALUE
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock:
* Papa John's International, Inc. 5,558 shares $ 144,850
Mutual Funds:
Davis New York Venture Fund 16,119 shares $ 463,574
AIM Constellation Fund 50,373 shares 2,040,609
Templeton Foreign Fund 53,957 shares 605,404
AIM Value Fund 39,534 shares 1,930,436
Oppenheimer Quest Opportunity Fund 26,315 shares 906,803
American Balanced Fund 32,624 shares 470,438
Bond Fund of America 25,973 shares 337,131
AIM Money Market Fund 458,986 shares 458,986
----------
Total Mutual Funds $7,213,381
Interest Bearing Cash 19,590 shares 19,590
Participant Loans 8.75% to 10.5% per annum 215,724
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Total Investments $7,593,545
==========
</TABLE>
* Represents party in interest to the Plan.
8
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
PAPA JOHN'S INTERNATIONAL, INC.,
401(K) PLAN
Date: June 16, 2000 By: /s/ E. Drucilla Milby
------------------- ------------------------------------
E. Drucilla Milby
Senior Vice President, Chief Financial
Officer and Treasurer
9
