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Noncontrolling Interests
12 Months Ended
Dec. 28, 2014
Noncontrolling Interests  
Noncontrolling Interests

 

6.  Noncontrolling Interests

 

Papa John’s has joint ventures in which there are noncontrolling interests, consisting of the following as of December 28, 2014, December 29, 2013 and December 30, 2012:

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

Number of

 

Restaurant

 

Papa John’s

 

Interest

 

 

 

Restaurants

 

Locations

 

Ownership

 

Ownership

 

 

 

 

 

 

 

 

 

 

 

December 28, 2014

 

 

 

 

 

 

 

 

 

Star Papa, LP

 

84 

 

Texas

 

51 

%

49 

%

Colonel’s Limited, LLC

 

56 

 

Maryland and Virginia

 

70 

%

30 

%

PJ Minnesota, LLC

 

35 

 

Minnesota

 

70 

%

30 

%

PJ Denver, LLC

 

25 

 

Colorado

 

60 

%

40 

%

 

 

 

 

 

 

 

 

 

 

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 

%

 

The noncontrolling interest holder’s ownership in PJ Minnesota, LLC increased from 20% to 30% in 2014 upon exercise of an option to acquire an additional 10% interest in the joint venture from the Company.

 

The income before income taxes attributable to these joint ventures for the years ended December 28, 2014, December 29, 2013 and December 30, 2012 were as follows (in thousands):

 

 

 

2014

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Papa John’s International, Inc.

 

$

6,932 

 

$

5,121 

 

$

6,823 

 

Noncontrolling interests

 

4,382 

 

3,442 

 

4,342 

 

Total income before income taxes

 

$

11,314 

 

$

8,563 

 

$

11,165 

 

 

The noncontrolling interest holders of two 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 third 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 2014 and 2013 (in thousands):

 

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

 

Net income

 

2,487

 

Distributions to redeemable noncontrolling interest holders

 

(1,000

)

Change in redemption value

 

44

 

Balance at December 28, 2014

 

$

8,555

 

 

Our fourth joint venture, Colonel’s Limited, LLC, had a mandatory redemption feature through August 24, 2014. Accordingly, the Company recorded this noncontrolling interest as a liability at its redemption value in other long-term liabilities. The redemption value was adjusted at each reporting date and any change was recorded in interest expense. In the third quarter of 2014, the mandatory redemption clause was removed via a contract amendment to the operating agreement. Upon the removal of this redemption feature, the noncontrolling interest for Colonel’s Limited, LLC was reclassified from other long-term liabilities to stockholders’ equity at the recorded amount, which approximated fair value, with no impact to income before income taxes. At December 28, 2014, the noncontrolling interest was recorded in stockholders’ equity at a carrying value of $11.4 million and was recorded at a redemption value of $10.8 million in other long-term liabilities at December 29, 2013.

 

We recorded interest expense of $4,000 and $1.0 million in 2014 and 2012, respectively, and interest income of $1.1 million in 2013 for the change in redemption value of the Colonel’s Limited, LLC agreement. Changes in the carrying value following the removal of the redemption feature on August 24, 2014 are recorded in stockholders’ equity.