[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
61-1203323
|
||
(State or other jurisdiction of
|
(I.R.S. Employer Identification
|
||
incorporation or organization)
|
number)
|
Large accelerated filer [X]
|
Accelerated filer [ ]
|
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Page No.
|
||
2
|
||
3
|
||
|
||
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Three Months Ended March 25, 2012 and March 27, 2011 | 4 |
|
||
Three Months Ended March 25, 2012 and March 27, 2011 | 5 | |
6
|
||
7
|
||
16
|
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26
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||
26
|
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27
|
||
27
|
||
28
|
||
28
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●
|
Item 1 – Financial Statements
|
●
|
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
●
|
Item 4 – Controls and Procedures
|
●
|
Item 6 – Exhibits
|
(In thousands)
|
March 25, 2012
|
December 25, 2011
|
||||||
(As Restated)
|
(As Restated)
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 45,112 | $ | 18,942 | ||||
Accounts receivable, net
|
30,251 | 28,169 | ||||||
Notes receivable, net
|
4,278 | 4,221 | ||||||
Inventories
|
18,969 | 20,091 | ||||||
Deferred income taxes
|
6,858 | 7,636 | ||||||
Prepaid expenses
|
9,395 | 10,210 | ||||||
Other current assets
|
4,342 | 5,555 | ||||||
Total current assets
|
119,205 | 94,824 | ||||||
Property and equipment, net
|
184,167 | 181,910 | ||||||
Notes receivable, less current portion, net
|
11,498 | 11,502 | ||||||
Goodwill
|
75,328 | 75,085 | ||||||
Other assets
|
26,407 | 27,061 | ||||||
Total assets
|
$ | 416,605 | $ | 390,382 | ||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 34,953 | $ | 32,966 | ||||
Income and other taxes payable
|
13,819 | 3,969 | ||||||
Accrued expenses and other current liabilities
|
46,468 | 44,198 | ||||||
Total current liabilities
|
95,240 | 81,133 | ||||||
Deferred revenue
|
8,478 | 4,780 | ||||||
Long-term debt
|
50,000 | 51,489 | ||||||
Deferred income taxes
|
4,954 | 6,692 | ||||||
Other long-term liabilities
|
38,985 | 36,676 | ||||||
Total liabilities
|
197,657 | 180,770 | ||||||
Redeemable noncontrolling interests
|
4,777 | 3,965 | ||||||
Stockholders’ equity:
|
||||||||
Preferred stock
|
- | - | ||||||
Common stock
|
368 | 367 | ||||||
Additional paid-in capital
|
266,783 | 262,456 | ||||||
Accumulated other comprehensive income
|
2,060 | 1,849 | ||||||
Retained earnings
|
311,782 | 294,801 | ||||||
Treasury stock
|
(366,822 | ) | (353,826 | ) | ||||
Total stockholders’ equity
|
214,171 | 205,647 | ||||||
Total liabilities, redeemable noncontrolling interests and stockholders’ equity
|
$ | 416,605 | $ | 390,382 | ||||
See accompanying notes.
|
Three Months Ended
|
||||||||
(In thousands, except per share amounts)
|
March 25, 2012
|
March 27, 2011
|
||||||
(As Restated)
|
(As Restated)
|
|||||||
North America revenues:
|
||||||||
Domestic Company-owned restaurant sales
|
$ | 143,815 | $ | 138,671 | ||||
Franchise royalties
|
20,518 | 19,731 | ||||||
Franchise and development fees
|
222 | 185 | ||||||
Domestic commissary sales
|
137,610 | 127,672 | ||||||
Other sales
|
12,258 | 13,447 | ||||||
International revenues:
|
||||||||
Royalties and franchise and development fees
|
4,486 | 3,762 | ||||||
Restaurant and commissary sales
|
12,367 | 8,999 | ||||||
Total revenues
|
331,276 | 312,467 | ||||||
Costs and expenses:
|
||||||||
Domestic Company-owned restaurant expenses:
|
||||||||
Cost of sales
|
32,456 | 32,100 | ||||||
Salaries and benefits
|
38,813 | 37,649 | ||||||
Advertising and related costs
|
12,699 | 12,789 | ||||||
Occupancy costs
|
7,898 | 7,869 | ||||||
Other operating expenses
|
20,418 | 19,915 | ||||||
Total domestic Company-owned restaurant expenses
|
112,284 | 110,322 | ||||||
Domestic commissary and other expenses:
|
||||||||
Cost of sales
|
112,838 | 106,443 | ||||||
Salaries and benefits
|
9,003 | 9,011 | ||||||
Other operating expenses
|
14,306 | 13,585 | ||||||
Total domestic commissary and other expenses
|
136,147 | 129,039 | ||||||
International operating expenses
|
10,392 | 7,728 | ||||||
General and administrative expenses
|
31,596 | 29,074 | ||||||
Other general expenses
|
5,674 | 781 | ||||||
Depreciation and amortization
|
7,927 | 8,312 | ||||||
Total costs and expenses
|
304,020 | 285,256 | ||||||
Operating income
|
27,256 | 27,211 | ||||||
Investment income
|
170 | 177 | ||||||
Interest income (expense)
|
94 | (1,335 | ) | |||||
Income before income taxes
|
27,520 | 26,053 | ||||||
Income tax expense
|
9,213 | 8,955 | ||||||
Net income, including redeemable noncontrolling interests
|
18,307 | 17,098 | ||||||
Income attributable to redeemable noncontrolling interests
|
(1,326 | ) | (1,122 | ) | ||||
Net income, net of redeemable noncontrolling interests
|
$ | 16,981 | $ | 15,976 | ||||
Basic earnings per common share
|
$ | 0.71 | $ | 0.63 | ||||
Earnings per common share - assuming dilution
|
$ | 0.69 | $ | 0.62 | ||||
Basic weighted average shares outstanding
|
24,053 | 25,484 | ||||||
Diluted weighted average shares outstanding
|
24,438 | 25,757 | ||||||
Comprehensive income, including redeemable noncontrolling interests
|
$ | 18,518 | $ | 18,371 | ||||
Comprehensive income, redeemable noncontrolling interests
|
(1,326 | ) | (1,122 | ) | ||||
Comprehensive income, net of redeemable noncontrolling interests
|
$ | 17,192 | $ | 17,249 | ||||
See accompanying notes.
|
Common
|
Accumulated
|
|||||||||||||||||||||||||||
Stock
|
Additional
|
Other
|
Total
|
|||||||||||||||||||||||||
Shares
|
Common
|
Paid-In
|
Comprehensive
|
Retained
|
Treasury
|
Stockholders'
|
||||||||||||||||||||||
(In thousands)
|
Outstanding
|
Stock
|
Capital
|
Income
|
Earnings
|
Stock
|
Equity
|
|||||||||||||||||||||
(As Restated)
|
(As Restated)
|
|||||||||||||||||||||||||||
Balance at December 26, 2010
|
25,439 | $ | 361 | $ | 245,380 | $ | 849 | $ | 240,066 | $ | (291,048 | ) | $ | 195,608 | ||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||
Net income, net of redeemable
|
||||||||||||||||||||||||||||
noncontrolling interests (1)
|
- | - | - | - | 15,976 | - | 15,976 | |||||||||||||||||||||
Other comprehensive income
|
- | - | - | 1,273 | - | - | 1,273 | |||||||||||||||||||||
Comprehensive income
|
17,249 | |||||||||||||||||||||||||||
Exercise of stock options
|
63 | 1 | 1,313 | - | - | - | 1,314 | |||||||||||||||||||||
Tax effect of equity awards
|
- | - | 31 | - | - | - | 31 | |||||||||||||||||||||
Acquisition of Company
|
||||||||||||||||||||||||||||
common stock
|
(143 | ) | - | - | - | - | (4,119 | ) | (4,119 | ) | ||||||||||||||||||
Stock-based compensation expense
|
- | - | 1,795 | - | - | - | 1,795 | |||||||||||||||||||||
Other
|
- | - | (50 | ) | - | - | 152 | 102 | ||||||||||||||||||||
Balance at March 27, 2011
|
25,359 | $ | 362 | $ | 248,469 | $ | 2,122 | $ | 256,042 | $ | (295,015 | ) | $ | 211,980 | ||||||||||||||
Balance at December 25, 2011
|
24,019 | $ | 367 | $ | 262,456 | $ | 1,849 | $ | 294,801 | $ | (353,826 | ) | $ | 205,647 | ||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||
Net income, net of redeemable
|
||||||||||||||||||||||||||||
noncontrolling interests (1)
|
- | - | - | - | 16,981 | - | 16,981 | |||||||||||||||||||||
Other comprehensive income
|
- | - | - | 211 | - | - | 211 | |||||||||||||||||||||
Comprehensive income
|
17,192 | |||||||||||||||||||||||||||
Exercise of stock options
|
116 | 1 | 3,727 | - | - | - | 3,728 | |||||||||||||||||||||
Tax effect of equity awards
|
- | - | (351 | ) | - | - | - | (351 | ) | |||||||||||||||||||
Acquisition of Company
|
||||||||||||||||||||||||||||
common stock
|
(372 | ) | - | - | - | - | (13,820 | ) | (13,820 | ) | ||||||||||||||||||
Stock-based compensation expense
|
- | - | 1,694 | - | - | - | 1,694 | |||||||||||||||||||||
Issuance of restricted stock
|
30 | - | (591 | ) | - | - | 591 | - | ||||||||||||||||||||
Other
|
- | - | (152 | ) | - | - | 233 | 81 | ||||||||||||||||||||
Balance at March 25, 2012
|
23,793 | $ | 368 | $ | 266,783 | $ | 2,060 | $ | 311,782 | $ | (366,822 | ) | $ | 214,171 | ||||||||||||||
(1) Net income at March 25, 2012 and March 27, 2011 is net of $1,326 and $1,122, respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
See accompanying notes.
|
Three Months Ended
|
||||||||
(In thousands)
|
March 25, 2012
|
March 27, 2011
|
||||||
(As Restated)
|
(As Restated)
|
|||||||
Operating activities
|
||||||||
Net income, including redeemable noncontrolling interests
|
$ | 18,307 | $ | 17,098 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Provision for uncollectible accounts and notes receivable
|
547 | 39 | ||||||
Depreciation and amortization
|
7,927 | 8,312 | ||||||
Deferred income taxes
|
(912 | ) | 2,388 | |||||
Stock-based compensation expense
|
1,694 | 1,795 | ||||||
Excess tax benefit on equity awards
|
(129 | ) | (107 | ) | ||||
Other
|
296 | 770 | ||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||
Accounts receivable
|
(2,670 | ) | (3,011 | ) | ||||
Inventories
|
1,122 | (28 | ) | |||||
Prepaid expenses
|
815 | (324 | ) | |||||
Other current assets
|
(820 | ) | 85 | |||||
Other assets and liabilities
|
1,160 | (355 | ) | |||||
Accounts payable
|
1,987 | (4,818 | ) | |||||
Income and other taxes payable
|
9,850 | 4,874 | ||||||
Accrued expenses and other current liabilities
|
1,221 | 296 | ||||||
Deferred revenue
|
3,698 | (327 | ) | |||||
Net cash provided by operating activities
|
44,093 | 26,687 | ||||||
Investing activities
|
||||||||
Purchases of property and equipment
|
(6,403 | ) | (4,823 | ) | ||||
Loans issued
|
(687 | ) | (165 | ) | ||||
Repayments of loans issued
|
703 | 1,468 | ||||||
Other
|
5 | - | ||||||
Net cash used in investing activities
|
(6,382 | ) | (3,520 | ) | ||||
Financing activities
|
||||||||
Net repayments on line of credit facility
|
(1,489 | ) | (51,000 | ) | ||||
Excess tax benefit on equity awards
|
129 | 107 | ||||||
Tax payments for restricted stock issuances
|
(303 | ) | - | |||||
Proceeds from exercise of stock options
|
3,728 | 1,314 | ||||||
Acquisition of Company common stock
|
(13,820 | ) | (4,119 | ) | ||||
Distributions to redeemable noncontrolling interest holders
|
- | (1,729 | ) | |||||
Other
|
82 | (10 | ) | |||||
Net cash used in financing activities
|
(11,673 | ) | (55,437 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
|
132 | (6 | ) | |||||
Change in cash and cash equivalents
|
26,170 | (32,276 | ) | |||||
Cash and cash equivalents at beginning of period
|
18,942 | 47,829 | ||||||
Cash and cash equivalents at end of period
|
$ | 45,112 | $ | 15,553 | ||||
See accompanying notes.
|
1.
|
Restatement of Previously Issued Financial Statements
|
As of and For The
|
||||||||||||||||
Three Months Ended
|
||||||||||||||||
March 25, 2012
|
||||||||||||||||
As Previously Reported
|
Reclassifications
*
|
Adjustments
|
As Restated
|
|||||||||||||
Condensed Consolidated Balance Sheet
|
||||||||||||||||
Noncurrent deferred income tax liabilities (assets)
|
$ | 7,264 | $ | - | $ | (2,310 | ) | $ | 4,954 | |||||||
Long-term accrued income taxes
|
3,993 | (3,993 | ) | - | - | |||||||||||
Other long-term liabilities
|
23,795 | 3,993 | 11,197 | 38,985 | ||||||||||||
Redeemable noncontrolling interests
|
- | - | 4,777 | 4,777 | ||||||||||||
Retained earnings
|
315,551 | - | (3,769 | ) | 311,782 | |||||||||||
Noncontrolling interests in subsidiaries
|
9,895 | - | (9,895 | ) | - | |||||||||||
Total stockholders' equity
|
227,835 | - | (13,664 | ) | 214,171 | |||||||||||
Condensed Consolidated Statement of Comprehensive Income
|
|
|||||||||||||||
Interest expense (income)
|
$ | 288 | $ | - | $ | (382 | ) | $ | (94 | ) | ||||||
Income before income taxes
|
27,138 | - | 382 | 27,520 | ||||||||||||
Income tax expense
|
9,068 | - | 145 | 9,213 | ||||||||||||
Net income, including noncontrolling interests
|
18,070 | - | 237 | 18,307 | ||||||||||||
Net income, net of noncontrolling interests
|
16,744 | - | 237 | 16,981 | ||||||||||||
Comprehensive income
|
18,281 | - | 237 | 18,518 | ||||||||||||
Basic earnings per common share
|
0.70 | - | 0.01 | 0.71 | ||||||||||||
Earnings per common share - assuming dilution
|
0.69 | - | - | 0.69 | ||||||||||||
Consolidated Statement of Cash Flows
|
||||||||||||||||
Net income, including noncontrolling interests
|
$ | 18,070 | $ | - | $ | 237 | $ | 18,307 | ||||||||
Deferred income taxes
|
(1,057 | ) | - | 145 | (912 | ) | ||||||||||
Other
|
678 | - | (382 | ) | 296 | |||||||||||
Net cash provided by operating activities
|
44,093 | - | - | 44,093 |
As of and For The
|
||||||||||||
Three Months Ended
|
||||||||||||
March 27, 2011
|
||||||||||||
As Previously Reported
|
Adjustments
|
As Restated
|
||||||||||
Condensed Consolidated Balance Sheet
|
||||||||||||
Noncurrent deferred income tax liabilities (assets)
|
$ | 1,138 | $ | (2,168 | ) | $ | (1,030 | ) | ||||
Other long-term liabilities
|
12,219 | 10,458 | 22,677 | |||||||||
Redeemable noncontrolling interests
|
- | 3,146 | 3,146 | |||||||||
Retained earnings
|
259,579 | (3,537 | ) | 256,042 | ||||||||
Noncontrolling interests in subsidiaries
|
7,899 | (7,899 | ) | - | ||||||||
Total stockholders' equity
|
223,416 | (11,436 | ) | 211,980 | ||||||||
Condensed Consolidated Statement of Comprehensive Income
|
||||||||||||
Interest expense
|
$ | 608 | $ | 727 | $ | 1,335 | ||||||
Income before income taxes
|
26,780 | (727 | ) | 26,053 | ||||||||
Income tax expense
|
9,231 | (276 | ) | 8,955 | ||||||||
Net income, including noncontrolling interests
|
17,549 | (451 | ) | 17,098 | ||||||||
Net income, net of noncontrolling interests
|
16,427 | (451 | ) | 15,976 | ||||||||
Comprehensive income
|
18,822 | (451 | ) | 18,371 | ||||||||
Basic earnings per common share
|
0.64 | (0.01 | ) | 0.63 | ||||||||
Earnings per common share - assuming dilution
|
0.64 | (0.02 | ) | 0.62 | ||||||||
Consolidated Statement of Cash Flows
|
||||||||||||
Net income, including noncontrolling interests
|
$ | 17,549 | $ | (451 | ) | $ | 17,098 | |||||
Deferred income taxes
|
2,664 | (276 | ) | 2,388 | ||||||||
Other
|
43 | 727 | 770 | |||||||||
Net cash provided by operating activities
|
26,687 | - | 26,687 |
December 25, 2011
|
||||||||||||
As Previously Reported
|
Adjustments
|
As Restated
|
||||||||||
Condensed Consolidated Balance Sheet
|
||||||||||||
Noncurrent deferred income tax liabilities
|
$ | 9,147 | $ | (2,455 | ) | $ | 6,692 | |||||
Other long-term liabilities
|
25,611 | 11,065 | 36,676 | |||||||||
Redeemable noncontrolling interests
|
- | 3,965 | 3,965 | |||||||||
Retained earnings
|
298,807 | (4,006 | ) | 294,801 | ||||||||
Noncontrolling interests in subsidiaries
|
8,569 | (8,569 | ) | - | ||||||||
Total stockholders' equity
|
218,222 | (12,575 | ) | 205,647 |
December 26, 2010
|
||||||||||||
As Previously Reported
|
Adjustments
|
As Restated
|
||||||||||
Consolidated Statement of Stockholders' Equity
|
||||||||||||
Retained earnings
|
$ | 243,152 | $ | (3,086 | ) | $ | 240,066 | |||||
Noncontrolling interests in subsidiaries
|
8,506 | (8,506 | ) | - | ||||||||
Total stockholders' equity
|
207,200 | (11,592 | ) | 195,608 |
2.
|
Basis of Presentation and Significant Accounting Policies
|
Restaurants as
of March 25,
2012
|
Restaurants as
of March 27,
2011
|
Restaurant Locations
|
Papa John's Ownership*
|
Noncontrolling Interest
Ownership*
|
|||||||||||||
Star Papa, LP
|
76 | 75 |
Texas
|
51 | % | 49 | % | ||||||||||
Colonel's Limited, LLC
|
52 | 52 |
Maryland and Virginia
|
70 | % | 30 | % | ||||||||||
*The ownership percentages were the same for both the 2012 and 2011 periods presented in the accompanying
|
|||||||||||||||||
consolidated financial statements.
|
March 25,
|
March 27,
|
|||||||
2012
|
2011
|
|||||||
Papa John's International, Inc.
|
$ | 2,043 | $ | 1,798 | ||||
Noncontrolling interests
|
1,326 | 1,122 | ||||||
Total income before income taxes
|
$ | 3,369 | $ | 2,920 |
3.
|
Accumulated Other Comprehensive Income (Loss)
|
Foreign
Currency
|
Interest
Rate
Swaps (a)
|
Defined
Pension
Plan
|
Accumulated
Other
Comprehensive Income
|
|||||||||||||
Beginning balance - December 26, 2010
|
$ | 1,008 | $ | (159 | ) | $ | - | $ | 849 | |||||||
Current period other comprehensive income
|
1,114 | 159 | - | 1,273 | ||||||||||||
Ending balance - March 27, 2011
|
$ | 2,122 | $ | - | $ | - | $ | 2,122 | ||||||||
Beginning balance - December 25, 2011
|
$ | 1,872 | $ | 6 | $ | (29 | ) | $ | 1,849 | |||||||
Current period other comprehensive income (loss)
|
291 | (80 | ) | - | 211 | |||||||||||
Ending balance - March 25, 2012
|
$ | 2,163 | $ | (74 | ) | $ | (29 | ) | $ | 2,060 | ||||||
(a) Amounts are shown net of tax of $89 and $47 for the three months ended March 27, 2011 and March 25, 2012, respectively.
|
4.
|
Fair Value Measurements and Disclosures
|
●
|
Level 1: Quoted market prices in active markets for identical assets or liabilities.
|
●
|
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
|
●
|
Level 3: Unobservable inputs that are not corroborated by market data.
|
Carrying
|
Fair Value Measurements
|
|||||||||||||||
Value
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
March 25, 2012
|
||||||||||||||||
Financial assets:
|
||||||||||||||||
Cash surrender value of life insurance policies *
|
$ | 12,341 | $ | 12,341 | $ | - | $ | - | ||||||||
Financial liabilities:
|
||||||||||||||||
Interest rate swap
|
118 | - | 118 | - | ||||||||||||
December 25, 2011
|
||||||||||||||||
Financial assets:
|
||||||||||||||||
Cash surrender value of life insurance policies *
|
$ | 11,387 | $ | 11,387 | $ | - | $ | - | ||||||||
Interest rate swap
|
11 | - | 11 | - | ||||||||||||
* Represents life insurance held in our non-qualified deferred compensation plan.
|
5.
|
Debt
|
6.
|
Calculation of Earnings Per Share
|
Three Months Ended
|
||||||||
March 25,
|
March 27,
|
|||||||
2012
|
2011
|
|||||||
(As Restated)
|
(As Restated)
|
|||||||
Basic earnings per common share:
|
||||||||
Net income, net of redeemable noncontrolling interests
|
$ | 16,981 | $ | 15,976 | ||||
Weighted average shares outstanding
|
24,053 | 25,484 | ||||||
Basic earnings per common share
|
$ | 0.71 | $ | 0.63 | ||||
Earnings per common share - assuming dilution:
|
||||||||
Net income, net of redeemable noncontrolling interests
|
$ | 16,981 | $ | 15,976 | ||||
Weighted average shares outstanding
|
24,053 | 25,484 | ||||||
Dilutive effect of outstanding equity awards
|
385 | 273 | ||||||
Diluted weighted average shares outstanding
|
24,438 | 25,757 | ||||||
Earnings per common share - assuming dilution
|
$ | 0.69 | $ | 0.62 |
7.
|
Commitments and Contingencies
|
8.
|
Segment Information
|
Three Months Ended
|
||||||||
March 25, 2012
|
March 27, 2011
|
|||||||
(As Restated)
|
(As Restated)
|
|||||||
Revenues from external customers:
|
||||||||
Domestic Company-owned restaurants
|
$ | 143,815 | $ | 138,671 | ||||
Domestic commissaries
|
137,610 | 127,672 | ||||||
North America franchising
|
20,740 | 19,916 | ||||||
International
|
16,853 | 12,761 | ||||||
All others
|
12,258 | 13,447 | ||||||
Total revenues from external customers
|
$ | 331,276 | $ | 312,467 | ||||
Intersegment revenues:
|
||||||||
Domestic commissaries
|
$ | 41,537 | $ | 38,100 | ||||
North America franchising
|
549 | 548 | ||||||
International
|
54 | 47 | ||||||
Variable interest entities
|
- | 25,117 | ||||||
All others
|
3,021 | 2,555 | ||||||
Total intersegment revenues
|
$ | 45,161 | $ | 66,367 | ||||
Income (loss) before income taxes:
|
||||||||
Domestic Company-owned restaurants
|
$ | 12,321 | $ | 10,883 | ||||
Domestic commissaries
|
11,166 | 9,554 | ||||||
North America franchising
|
18,140 | 18,009 | ||||||
International
|
272 | (816 | ) | |||||
All others
|
395 | (378 | ) | |||||
Unallocated corporate expenses
|
(14,784 | ) | (10,496 | ) | ||||
Elimination of intersegment profits
|
10 | (703 | ) | |||||
Total income before income taxes
|
$ | 27,520 | $ | 26,053 | ||||
Property and equipment:
|
||||||||
Domestic Company-owned restaurants
|
$ | 177,423 | ||||||
Domestic commissaries
|
87,014 | |||||||
International
|
18,047 | |||||||
All others
|
41,053 | |||||||
Unallocated corporate assets
|
133,452 | |||||||
Accumulated depreciation and amortization
|
(272,822 | ) | ||||||
Net property and equipment
|
$ | 184,167 |
First Quarter
|
||||||||||||
Mar. 25,
|
Mar. 27,
|
|||||||||||
(In thousands, except per share amounts)
|
2012
|
2011
|
Increase
|
|||||||||
(As Restated)
|
(As Restated)
|
|||||||||||
Income before income taxes, as reported
|
$ | 27,520 | $ | 26,053 | $ | 1,467 | ||||||
Incentive Contribution
|
3,721 | - | 3,721 | |||||||||
Income before income taxes, excluding Incentive Contribution
|
$ | 31,241 | $ | 26,053 | $ | 5,188 | ||||||
Net income, as reported
|
$ | 16,981 | $ | 15,976 | $ | 1,005 | ||||||
Incentive Contribution
|
2,439 | - | 2,439 | |||||||||
Net income, excluding Incentive Contribution
|
$ | 19,420 | $ | 15,976 | $ | 3,444 | ||||||
Earnings per diluted share, as reported
|
$ | 0.69 | $ | 0.62 | $ | 0.07 | ||||||
Incentive Contribution
|
0.10 | - | 0.10 | |||||||||
Earnings per diluted share, excluding Incentive Contribution
|
$ | 0.79 | $ | 0.62 | $ | 0.17 |
Three Months Ended
|
||||||||
March 25, 2012
|
March 27, 2011
|
|||||||
Papa John's Restaurant Progression:
|
||||||||
North America Company-owned:
|
||||||||
Beginning of period
|
598 | 591 | ||||||
Opened
|
- | 1 | ||||||
Closed
|
(1 | ) | - | |||||
End of period
|
597 | 592 | ||||||
International Company-owned:
|
||||||||
Beginning of period
|
30 | 21 | ||||||
Closed
|
(1 | ) | - | |||||
End of period
|
29 | 21 | ||||||
North America franchised:
|
||||||||
Beginning of period
|
2,463 | 2,346 | ||||||
Opened
|
47 | 32 | ||||||
Closed
|
(12 | ) | (7 | ) | ||||
End of period
|
2,498 | 2,371 | ||||||
International franchised:
|
||||||||
Beginning of period
|
792 | 688 | ||||||
Opened
|
23 | 23 | ||||||
Closed
|
(6 | ) | (8 | ) | ||||
End of period
|
809 | 703 | ||||||
Total restaurants - end of period
|
3,933 | 3,687 |
●
|
Domestic Company-owned restaurant sales increased $5.1 million, or 3.7%, reflecting an increase of 3.0% in comparable sales during the first quarter of 2012. “Comparable sales” represents sales generated by restaurants open for the entire twelve-month period reported.
|
●
|
North America franchise royalty revenue increased approximately $800,000, or 4.0%, primarily due to an increase in net franchise units over the prior year.
|
●
|
Domestic commissary sales increased $9.9 million, or 7.8%, due to an increase in the volume of sales and increases in the prices of certain commodities.
|
●
|
International revenues increased $4.1 million, or 32.1%, primarily due to an increase in the number of restaurants and an increase in comparable sales of 8.4% calculated on a constant dollar basis.
|
●
|
Other sales decreased approximately $1.2 million, or 8.8%, primarily due to a decline in sales at our print and promotions subsidiary, Preferred Marketing Solutions, partially offset by an increase in online sales.
|
First Quarter
|
||||||||||||
Mar. 25,
|
Mar. 27,
|
Increase
|
||||||||||
2012
|
2011
|
(Decrease)
|
||||||||||
(As Restated)
|
(As Restated)
|
|||||||||||
Domestic Company-owned restaurants (a)
|
$ | 12,321 | $ | 10,883 | $ | 1,438 | ||||||
Domestic commissaries
|
11,166 | 9,554 | 1,612 | |||||||||
North America franchising
|
18,140 | 18,009 | 131 | |||||||||
International
|
272 | (816 | ) | 1,088 | ||||||||
All others
|
395 | (378 | ) | 773 | ||||||||
Unallocated corporate expenses (b)
|
(14,784 | ) | (10,496 | ) | (4,288 | ) | ||||||
Elimination of intersegment loss (profit)
|
10 | (703 | ) | 713 | ||||||||
Total income before income taxes
|
$ | 27,520 | $ | 26,053 | $ | 1,467 |
(a)
|
Includes the benefit of a $1.0 million advertising credit from PJNMF related to the Incentive Contribution in the first quarter of 2012.
|
(b)
|
Includes a $4.7 million net reduction related to the Incentive Contribution in the first quarter of 2012.
|
●
|
Domestic Company-owned Restaurant Segment. Domestic Company-owned restaurants’ operating income increased $1.4 million in the first quarter of 2012, including the $1.0 million advertising credit from PJNMF. The remaining increase of approximately $400,000 was primarily due to profits from the higher comparable sales results as well as various supplier incentives, offset somewhat by higher commodities.
|
●
|
Domestic Commissary Segment. Domestic commissaries’ operating income increased approximately $1.6 million for first quarter primarily due to increased sales volumes, slightly offset by higher distribution costs due to higher volumes and fuel prices.
|
●
|
North America Franchising Segment. North America Franchising operating income increased approximately $100,000 to $18.1 million for the first quarter of 2012, as compared to the comparable 2011 period. The increase was due to the previously mentioned royalty revenue increases, substantially offset by an increase in development incentive costs.
|
●
|
International Segment. The operating income during the first quarter of 2012 for the international segment was approximately $300,000 as compared to a loss of approximately $800,000 in the first quarter of 2011. The improvement of approximately $1.1 million in the operating results was primarily due to increased royalties due to growth in the number of units and the 8.4% increase in comparable sales, and improved operating results in our Beijing and North China Company-owned restaurants as well as our United Kingdom commissary.
|
●
|
All Others Segment. The “All others” reporting segment reported income of approximately $400,000 for the first quarter of 2012, as compared to a loss of approximately $400,000 in the first quarter of 2011. The increase of approximately $800,000 was primarily due to an improvement in our eCommerce operations due to higher online sales. These improved results were somewhat offset by reduced operating results of Preferred Marketing Solutions due to the previously noted reduction in sales.
|
●
|
Unallocated Corporate Segment. Unallocated corporate expenses increased approximately $4.3 million for the first quarter of 2012, including the previously discussed $4.7 million related to the Incentive Contribution, as compared to the corresponding quarter in 2011. The components of unallocated corporate expenses were as follows (in thousands):
|
Three Months Ended
|
||||||||||||
March 25,
|
March 27,
|
Increase
|
||||||||||
2012
|
2011
|
(decrease)
|
||||||||||
(As Restated)
|
(As Restated)
|
|||||||||||
General and administrative (a)
|
$ | 8,661 | $ | 7,385 | $ | 1,276 | ||||||
Supplier marketing payment (b)
|
4,750 | - | 4,750 | |||||||||
Net interest (c)
|
(260 | ) | 1,158 | (1,418 | ) | |||||||
Depreciation
|
1,735 | 2,178 | (443 | ) | ||||||||
Other income
|
(102 | ) | (225 | ) | 123 | |||||||
Total unallocated corporate expenses
|
$ | 14,784 | $ | 10,496 | $ | 4,288 |
(a)
|
Unallocated general and administrative costs increased primarily due to additional costs related to our operators’ conference and an increase in legal costs.
|
(b)
|
See previous discussion in “Non-GAAP Measures” for further information.
|
(c)
|
Net interest income was approximately $260,000 in the first quarter of 2012 as compared to net interest expense of approximately $1.2 million in the first quarter of 2011, reflecting a lower average outstanding debt balance, a lower effective interest rate and an increase in interest income associated with a change in redemption value of a mandatorily redeemable noncontrolling interest in a joint venture. See “Note 1” and “Note 2” of “Notes to Condensed Consolidated Financial Statements” for additional information.
|
Three Months Ended
|
||||||||||||||||
March 25, 2012
|
March 27, 2011
|
|||||||||||||||
Company
|
Franchised
|
Company
|
Franchised
|
|||||||||||||
Total domestic units (end of period)
|
597 | 2,498 | 592 | 2,371 | ||||||||||||
Equivalent units
|
592 | 2,413 | 586 | 2,293 | ||||||||||||
Comparable sales base units
|
582 | 2,193 | 578 | 2,104 | ||||||||||||
Comparable sales base percentage
|
98.3 | % | 90.9 | % | 98.6 | % | 91.8 | % | ||||||||
Average weekly sales - comparable units
|
$ | 18,818 | $ | 15,404 | $ | 18,295 | $ | 15,426 | ||||||||
Average weekly sales - total non-comparable units
|
$ | 11,631 | $ | 10,790 | $ | 11,476 | $ | 11,817 | ||||||||
Average weekly sales - all units
|
$ | 18,702 | $ | 14,983 | $ | 18,201 | $ | 15,128 |
●
|
Cost of sales was 0.6% lower for the first quarter of 2012, as compared to the first quarter of 2011, due to various supplier incentives, offset somewhat by higher commodity costs in the first quarter of 2012.
|
●
|
Salaries and benefits were 0.2% lower as a percentage of sales in the first quarter of 2012, compared to the first quarter of 2011, primarily due to the benefit from increased sales.
|
●
|
Advertising and related costs as a percentage of sales were 0.4% lower due to the $1.0 million related to the advertising credit received from PJNMF, slightly offset by an increase in local marketing costs.
|
●
|
Occupancy costs and other operating costs, on a combined basis, as a percentage of sales, were 0.3% lower in the first quarter of 2012, primarily due to the benefit from increased sales.
|
●
|
Cost of sales was 75.3% of revenues in the first quarter of 2012, compared to 75.4% for the same period in 2011.
|
●
|
Salaries and benefits were 6.0% of revenues in the first quarter of 2012, compared to 6.4% of revenues in the first quarter of 2011, reflecting the benefit of increased sales.
|
●
|
Other operating expenses as a percentage of sales were 9.5% in the first quarter of 2012, compared to 9.6% in the prior comparable period, primarily due to the benefit of increased sales, slightly offset by higher distribution costs.
|
March 25,
|
March 27,
|
Increase
|
||||||||||
2012
|
2011
|
(Decrease)
|
||||||||||
Supplier marketing payment (a)
|
$ | 4,750 | $ | - | $ | 4,750 | ||||||
Disposition and valuation-related (gain) loss
|
(35 | ) | 185 | (220 | ) | |||||||
Provision for uncollectible accounts and notes receivable
|
103 | 82 | 21 | |||||||||
Franchise and development incentives (b)
|
732 | 272 | 460 | |||||||||
Other
|
124 | 242 | (118 | ) | ||||||||
Total other general expenses
|
$ | 5,674 | $ | 781 | $ | 4,893 |
Actual Ratio for the
|
|||
Quarter Ended
|
|||
Permitted Ratio
|
March 25, 2012
|
||
Leverage Ratio
|
Not to exceed 2.5 to 1.0
|
0.5 to 1.0
|
|
Interest Coverage Ratio
|
Not less than 3.5 to 1.0
|
5.4 to 1.0
|
Three Months Ended
|
||||||||
March 25,
|
March 27,
|
|||||||
2012
|
2011
|
|||||||
Net cash provided by operating activities
|
$ | 44,093 | $ | 26,687 | ||||
Purchase of property and equipment
|
(6,403 | ) | (4,823 | ) | ||||
Free cash flow (a)
|
$ | 37,690 | $ | 21,864 |
(a)
|
Free cash flow is defined as net cash provided by operating activities (from the consolidated statements of cash flows) less the purchases of property and equipment. We believe free cash flow is an important measure because it is one factor that management uses in determining the amount of cash available for discretionary investment. See previous “Non-GAAP Measures” for discussion about this non-GAAP measure, its limitations and why we present free cash flow alongside the most directly comparable GAAP measure.
|
●
|
aggressive changes in pricing or other marketing or promotional strategies by competitors which may adversely affect sales; and new product and concept developments by food industry competitors;
|
●
|
changes in consumer preferences and adverse general economic and political conditions, including increasing tax rates, and their resulting impact on consumer buying habits;
|
●
|
the impact that product recalls, food quality or safety issues, and general public health concerns could have on our restaurants;
|
●
|
failure to maintain our brand strength and quality reputation;
|
●
|
the ability of the company and its franchisees to meet planned growth targets and operate new and existing restaurants profitably, which could be impacted by challenges securing financing, finding suitable store locations or securing required domestic or foreign government permits and approvals;
|
●
|
increases in or sustained high costs of food ingredients and other commodities;
|
●
|
disruption of our supply chain due to sole or limited source of suppliers or weather, drought, disease or other disruption beyond our control;
|
●
|
increased risks associated with our international operations, including economic and political conditions in our international markets and difficulty in meeting planned sales targets and new store growth for our international operations;
|
●
|
increased employee compensation, benefits, insurance, regulatory compliance and similar costs, including increased costs resulting from federal health care legislation;
|
●
|
the credit performance of our franchise loan program;
|
●
|
the impact of the resolution of current or future claims and litigation, and current or proposed legislation impacting our business;
|
●
|
currency exchange and interest rates;
|
●
|
failure to effectively execute succession planning, and our reliance on the services of our Founder and CEO, who also serves as our brand spokesperson;
|
●
|
credit risk associated with parties to leases of restaurants and commissaries, including those Perfect Pizza locations formerly operated by us, for which we remain contractually liable; and
|
●
|
disruption of critical business or information technology systems, and risks associated with security breaches, including theft of company and customer information.
|
Total Number
|
Maximum Dollar
|
|||||||||||||
Total
|
Average
|
of Shares
|
Value of Shares
|
|||||||||||
Number
|
Price
|
Purchased as Part of
|
that May Yet Be
|
|||||||||||
of Shares
|
Paid per
|
Publicly Announced
|
Purchased Under the
|
|||||||||||
Fiscal Period
|
Purchased
|
Share
|
Plans or Programs
|
Plans or Programs
|
||||||||||
12/26/2011 - 01/22/2012
|
60 | $37.72 | 47,533 | $69,292 | ||||||||||
01/23/2012 - 02/19/2012
|
- | - | * | 47,533 | $69,292 | |||||||||
02/20/2012 - 03/25/2012
|
312 | $37.19 | 47,845 | $57,719 | ||||||||||
* There were no share repurchases during this period.
|
Exhibit
|
||
Number
|
Description
|
|
10.1*
|
Papa John’s International, Inc. Severance Pay Plan. Exhibit 10.1 to our report on Form 10-Q filed on May 1, 2012 is incorporated herein by reference.
|
|
10.2*
|
Employment Agreement between Papa John’s International, Inc., and Anthony N. Thompson dated March 5, 2012. Exhibit 10.1 to our report on Form 8-K filed on March 7, 2012 is incorporated herein by reference.
|
|
10.3*
|
Employment Agreement between Papa John’s International, Inc., and Christopher J. Sternberg dated March 5, 2012. Exhibit 10.2 to our report on Form 8-K filed on March 7, 2012 is incorporated herein by reference.
|
|
10.4*
|
Employment Agreement between Papa John’s International, Inc., and Lance F. Tucker dated March 5, 2012. Exhibit 10.3 to our report on Form 8-K filed on March 7, 2012 is incorporated herein by reference.
|
|
10.5*
|
Employment Agreement between Papa John’s International, Inc., and Andrew M. Varga dated March 5, 2012. Exhibit 10.4 to our report on Form 8-K filed on March 7, 2012 is incorporated herein by reference.
|
31.1
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
Financial statements from the quarterly report on Form 10-Q/A of Papa John’s International, Inc. for the quarter ended March 25, 2012, filed on April 16, 2013, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to condensed consolidated financial statements.
|
PAPA JOHN’S INTERNATIONAL, INC.
|
||
(Registrant)
|
||
Date: April 16, 2013
|
/s/ Lance F. Tucker
|
|
Lance F. Tucker
|
||
Senior Vice President,
|
||
Chief Financial Officer,
|
||
Chief Administrative Officer and Treasurer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Papa John’s International, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 16, 2013
|
/s/ John H. Schnatter
|
|
John H. Schnatter
|
||
Founder, Chairman and
|
||
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Papa John’s International, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 16, 2013
|
/s/ Lance F. Tucker
|
|
Lance F. Tucker
|
||
Senior Vice President, Chief Financial Officer,
|
||
Chief Administrative Officer and Treasurer
|
1.
|
The Report on Form 10-Q/A of the Company for the quarterly period ended March 25, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 16, 2013
|
/s/ John H. Schnatter
|
|
John H. Schnatter
|
||
Founder, Chairman and
|
||
Chief Executive Officer
|
1.
|
The Report on Form 10-Q/A of the Company for the quarterly period ended March 25, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 16, 2013
|
/s/ Lance F. Tucker
|
|
Lance F. Tucker
|
||
Senior Vice President, Chief Financial Officer,
|
||
Chief Administrative Officer and Treasurer
|
Commitments and Contingencies (Detail) (USD $)
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3 Months Ended |
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Mar. 25, 2012
Contract
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Contingencies | |
Number of lease agreements the company is contingently liable | 40 |
Estimated amount of undiscounted payments, net of reserve, maximum | $ 2,000,000 |
Reserve for estimated amount of undiscounted payments | $ 800,000 |
Majority Expiration [Member]
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Contingencies | |
Lease expiration, year | 2015 |
Significant Accounting Policies (Income Before Income Taxes Attributable to Joint Ventures) (Detail) (Corporate Joint Venture [Member], USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
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Mar. 25, 2012
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Mar. 27, 2011
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Corporate Joint Venture [Member]
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Redeemable Noncontrolling Interest [Line Items] | ||
Papa John's International, Inc. | $ 2,043 | $ 1,798 |
Noncontrolling interests | 1,326 | 1,122 |
Total income before income taxes | $ 3,369 | $ 2,920 |
Accumulated Other Comprehensive Income (Loss)
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Mar. 25, 2012
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Accumulated Other Comprehensive Income (Loss) |
Accumulated
Other Comprehensive Income (Loss) is comprised of the following (in
thousands):
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