6. Noncontrolling Interests

Papa John’s has joint ventures in which there are noncontrolling interests, consisting of the following as of December 29, 2013, December 30, 2012 and December 25, 2011:

					Noncontrolling
	Number of	Restaurant	Papa John’s		Interest
	Restaurants	Locations	Ownership		Ownership

December 29, 2013
Star Papa, LP	81	Texas	51	%	49	%
Colonel’s Limited, LLC	52	Maryland and Virginia	70	%	30	%
PJ Minnesota, LLC	33	Minnesota	80	%	20	%
PJ Denver, LLC	25	Colorado	60	%	40	%

December 30, 2012
Star Papa, LP	78	Texas	51	%	49	%
Colonel’s Limited, LLC	52	Maryland and Virginia	70	%	30	%
PJ Minnesota, LLC	30	Minnesota	80	%	20	%
PJ Denver, LLC	22	Colorado	60	%	40	%

December 25, 2011
Star Papa, LP	76	Texas	51	%	49	%
Colonel’s Limited, LLC	52	Maryland and Virginia	70	%	30	%

The income before income taxes attributable to these joint ventures for the last three years was as follows (in thousands):

	2013		2012		2011

Papa John’s International, Inc.	$	5,121	$	6,823	$	6,184
Noncontrolling interests	3,442		4,342		3,732
Total income before income taxes	$	8,563	$	11,165	$	9,916

The Colonel’s Limited, LLC agreement contains a mandatory redemption clause and, accordingly, the Company has recorded this noncontrolling interest as a liability at its redemption value in other long-term liabilities. The redemption value is adjusted at each reporting date and any change is recorded in interest expense. The adjustment to interest expense was income of $1.1 million in 2013, $1.0 million of expense in 2012 and $1.5 million of expense in 2011. The redemption value was $10.8 million as of December 29, 2013 and $11.8 million as of December 30, 2012.

The noncontrolling interest holders of two other joint ventures have the option to require the Company to purchase their interests. Since redemption of the noncontrolling interests is outside of the Company’s control, the noncontrolling interests are presented in the caption “Redeemable noncontrolling interests” in the consolidated balance sheets and include the following joint ventures:

· The Star Papa, LP agreement contains a redemption feature that is not currently redeemable, but it is probable to become redeemable in the future. Due to specific valuation provisions contained in the agreement, this noncontrolling interest has been recorded at its carrying value.

· The PJ Denver, LLC agreement contains a redemption feature that is currently redeemable and, therefore, this noncontrolling interest has been recorded at its current redemption value. The change in redemption value is recorded as an adjustment to “Redeemable noncontrolling interests” and “Retained earnings” in the consolidated balance sheets.

We have a fourth joint venture, PJ Minnesota, LLC, that had a redemption feature until a contract amendment removed the redemption feature in the fourth quarter of 2013. The noncontrolling interest was reclassified from temporary equity to “Stockholders’ equity” in the consolidated balance sheet at December 29, 2013, at carrying value.

The following summarizes changes in our redeemable noncontrolling interests (in thousands):

Balance at December 25, 2011	$	3,965
Net income	2,363
Contributions from redeemable noncontrolling interest holders	2,052
Distributions to redeemable noncontrolling interest holders	(2,000		)
Balance at December 30, 2012	$	6,380
Net income	1,718
Contributions from redeemable noncontrolling interest holders	850
Distributions to redeemable noncontrolling interest holders	(2,000		)
Change in redemption value	510
Reclassification from temporary equity to permanent equity	(434		)
Balance at December 29, 2013	$	7,024