8-K
PAPA JOHNS INTERNATIONAL INC (PZZA)
UNITED STATES
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 (Date of earliest event reported):
November 6, 2025
Commission File Number: 0-21660
PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1203323
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
2002 Papa Johns Boulevard
Louisville, Kentucky 40299-2367
(Address of principal executive offices)
(502) 261-7272
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: |
|---|---|---|
| Common stock, $0.01 par value | PZZA | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition
On November 6, 2025, Papa John’s International, Inc. issued a press release announcing third quarter 2025 financial results.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Papa John’s International, Inc. press release dated November 6, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 thereunto duly authorized.
| PAPA JOHN’S INTERNATIONAL, INC. | |
|---|---|
| (Registrant) | |
| Date: November 6, 2025 | /s/ Ravi Thanawala |
| Ravi Thanawala | |
| Chief Financial Officer & EVP, International |
EXHIBIT INDEX
| Exhibit<br>Number | Description of Exhibit |
|---|---|
| 99.1 | Papa John’s International, Inc. press release datedNovember 6, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Document
Exhibit 99.1
PAPA JOHNS ANNOUNCES THIRD QUARTER 2025 FINANCIAL RESULTS
Flat Total Global Comparable Sales
North America Comparable Sales Decreased 3%; International Comparable Sales Increased 7%
Diluted EPS of $0.13; Adjusted Diluted EPS of $0.32(a)
Updates Fiscal 2025 Outlook
Louisville, Kentucky (November 6, 2025) – Papa John’s International, Inc. (Nasdaq: PZZA) (“Papa Johns®”) (the “Company”) today announced financial results for the third quarter ended September 28, 2025.
Highlights
•Global system-wide restaurant sales were $1.21 billion, a 2%(b) increase compared with the prior year period driven by higher International comparable sales and trailing twelve-month net restaurant growth.
•North America comparable sales decreased 3% from a year ago as comparable sales from both Domestic Company-owned restaurants and North America franchised restaurants were down 3%; International comparable sales increased 7% compared with the prior year third quarter.
•Opened 45 new restaurants system-wide, comprised of 18 restaurant openings in North America and 27 restaurant openings in International markets, including two new restaurants in India.
•Total revenues of $508 million were flat compared with the prior year third quarter.
•Net income was $4 million compared with $42 million in the prior year third quarter and adjusted EBITDA(a) was $48 million compared with $50 million in the prior year quarter.
•Diluted earnings per common share was $0.13 compared with $1.27 in the prior year third quarter; adjusted diluted earnings per common share(a) was $0.32 compared with $0.43 last year.
•At least $25 million of G&A savings identified through ongoing review of cost structure, in addition to at least $50 million of supply chain savings previously identified. Expects to fully realize these savings by fiscal year 2028. Supply chain savings expected to produce approximately 100-basis points of restaurant-level profitability improvement across both franchise and Company-owned restaurants.
•Company accelerating refranchising program over the next two years.
CEO Commentary
“Our third quarter results reflect strong performance and building momentum of our transformation work in International markets, offset by softer North American sales given current consumer sentiment and a promotional QSR marketplace. We are sharpening our value proposition and rebuilding our innovation pipeline to add new sales layers to our business. This relentless flow of innovation will allow us to better respond to consumer needs, leveraging our competitive advantages of quality, craftsmanship, and freshness at an accessible price,” said Todd Penegor, President and CEO.
“As we execute our transformation strategy, we are also strengthening our competitiveness in strategic markets and developing a world-class technology platform to differentiate the customer experience. Concurrently, we are taking action to remove non-customer facing costs from the business and build a more nimble, efficient organization. We have identified substantial savings, and we expect to identify additional efficiency opportunities as our review progresses. Papa Johns is a strong brand with a healthy balance sheet, and I’m confident that the work underway will position us to drive sustainable, profitable growth and create value for our customers, franchisees, and shareholders,” Penegor added.
(a) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation to the most comparable U.S. GAAP measures.
(b) Growth rate excludes the impact of foreign currency.
1
Financial Highlights
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) | September 28,<br>2025 | September 29,<br>2024 | Increase (Decrease) | September 28,<br>2025 | September 29,<br>2024 | Increase (Decrease) | ||||||
| Total revenues | $ | 508,154 | $ | 506,807 | $ | 1,347 | $ | 1,555,629 | $ | 1,528,617 | $ | 27,012 |
| Net income | $ | 4,473 | $ | 41,788 | $ | (37,315) | $ | 23,487 | $ | 69,238 | $ | (45,751) |
| Adjusted EBITDA(a) | $ | 47,759 | $ | 49,929 | $ | (2,170) | $ | 149,998 | $ | 169,414 | $ | (19,416) |
| Diluted earnings per common share | $ | 0.13 | $ | 1.27 | $ | (1.14) | $ | 0.69 | $ | 2.09 | $ | (1.40) |
| Adjusted diluted earnings per common share(a) | $ | 0.32 | $ | 0.43 | $ | (0.11) | $ | 1.09 | $ | 1.71 | $ | (0.62) |
Results for the three and nine months of 2025 are not directly comparable with the prior year periods, as year-over-year comparisons are impacted by the UK restaurant closures and refranchising transactions that occurred in the second and third quarters of 2024, as well as the sale of two Quality Control Center (“QC Center”) properties in the prior year third quarter.
Third Quarter 2025 Results
Revenue: Total revenues of $508.2 million increased $1.3 million, or 0.3%, in the third quarter of 2025 compared with the prior year period, reflecting improved performance in International markets, partially offset by lower performance in North America. The increase in revenues was mostly attributable to a $1.9 million increase in Other revenues, primarily reflecting higher digital fees, a $1.2 million increase in Franchise royalties and fees, primarily driven by an increase in franchise revenues from our International franchisees due to higher comparable sales, and a $0.6 million increase in Commissary revenues, primarily driven by higher volumes and pricing.
The above increases were partially offset by a $2.7 million decrease in Company-owned restaurant revenues, largely attributable to a $3.5 million decrease in revenues from our Domestic Company-owned restaurants, primarily due to lower comparable sales and the refranchising of 15 restaurants in the prior year, partially offset by an $0.8 million increase at our Company-owned restaurants in the UK driven by improved performance.
System-wide sales: For the third quarter of 2025, Global system-wide restaurant sales were $1.21 billion, up 2%(b) compared with the prior year third quarter, driven by higher International comparable sales and 1% global net restaurant growth on a trailing twelve-month basis. North America system-wide sales decreased 1%(b) to $879.8 million and International system-wide sales increased 10%(b) to $331.5 million in the third quarter of 2025, compared with the prior year period.
Net income: Third quarter Net income was $4.5 million, a $37.3 million decrease compared with the prior year third quarter, primarily due to a pre-tax gain of $41.3 million associated with the sale of two QC Center properties in the prior year third quarter. Additionally, Net income was impacted by higher D&A expense compared with the prior year period, primarily driven by $6.1 million of accelerated depreciation related to the Company’s development and deployment of technology improvements and related anticipated retirement of legacy technology assets, along with higher G&A expenses primarily related to approximately $4.4 million of incremental investments in marketing and $2.4 million of higher management incentive compensation costs. Net income also reflects slightly lower interest expense driven by lower average interest rates during the quarter and lower tax expense, due to lower pre-tax income, compared with the third quarter of 2024.
(a) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation to the most comparable U.S. GAAP measures.
(b) Growth rate excludes the impact of foreign currency.
2
Adjusted EBITDA: Adjusted EBITDA(a) was $47.8 million, a $2.2 million decrease from the prior year third quarter. The decrease was primarily attributable to higher G&A expenses largely related to incremental investments in marketing along with $2.4 million of higher variable incentive compensation costs, partially offset by outperformance in International and commodity deflation at our North America commissaries.
Earnings per share: Diluted earnings per common share was $0.13 for the third quarter of 2025 compared with $1.27 in the third quarter of 2024. Adjusted diluted earnings per common share(a) was $0.32 for the third quarter of 2025 compared with $0.43 in the third quarter of 2024. These changes were primarily driven by the pre-tax gain of $41.3 million associated with the sale of two QC Center properties in the prior year third quarter and other factors impacting Net income and adjusted EBITDA(a) as discussed above.
Refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Quarterly Report on Form 10-Q filed with the SEC for additional information concerning our operating results for the three and nine months ended September 28, 2025.
Global Restaurant Sales Information
Global restaurant and comparable sales information for the three and nine months ended September 28, 2025, compared with the three and nine months ended September 29, 2024 are as follows (See “Supplemental Information and Financial Statements” below for related definitions):
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| Amounts below exclude the impact of foreign currency | September 28,<br>2025 | September 29,<br>2024 | September 28,<br>2025 | September 29,<br>2024 |
| Comparable sales growth (decline): | ||||
| Domestic Company-owned restaurants | (3.1)% | (6.7)% | (2.5)% | (4.6)% |
| North America franchised restaurants | (2.6)% | (5.3)% | (1.3)% | (3.4)% |
| North America restaurants | (2.7)% | (5.6)% | (1.5)% | (3.6)% |
| International restaurants | 7.1% | (2.8)% | 4.7% | (1.8)% |
| Total comparable sales growth (decline) | (0.2)% | (4.9)% | (0.0)% | (3.2)% |
| System-wide restaurant sales growth (decline): | ||||
| Domestic Company-owned restaurants | (2.1)% | (4.8)% | (1.2)% | (2.8)% |
| North America franchised restaurants | (0.8)% | (3.8)% | 1.1% | (2.4)% |
| North America restaurants | (1.1)% | (4.0)% | 0.6% | (2.5)% |
| International restaurants | 10.3% | 0.0% | 7.5% | 2.2% |
| Total global system-wide restaurant sales growth (decline) | 1.8% | (3.0)% | 2.3% | (1.4)% |
(a) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation to the most comparable U.S. GAAP measures.
3
Global Restaurants
As of September 28, 2025, there were 5,994 Papa Johns restaurants operating in 51 countries and territories, as follows:
| Third Quarter | Domestic Company-owned | Franchised North America | Total North America | International Company-owned | International Franchised | Total International | System-wide |
|---|---|---|---|---|---|---|---|
| Beginning - June 29, 2025 | 541 | 2,976 | 3,517 | 13 | 2,459 | 2,472 | 5,989 |
| Opened | 4 | 14 | 18 | — | 27 | 27 | 45 |
| Closed | — | (28) | (28) | — | (12) | (12) | (40) |
| Ending - September 28, 2025 | 545 | 2,962 | 3,507 | 13 | 2,474 | 2,487 | 5,994 |
| Net restaurant growth/(decline) | 4 | (14) | (10) | — | 15 | 15 | 5 |
| Trailing four quarters net restaurant growth | 8 | 45 | 53 | — | 33 | 33 | 86 |
Free Cash Flow
Free cash flow, a non-GAAP financial measure which the Company defines as net cash provided by operating activities (from the Condensed Consolidated Statements of Cash Flows) less the purchases of property and equipment, excluding purchases of property and equipment related to damages from natural disasters, was $59.2 million for the nine months ended September 28, 2025, compared with $9.0 million in the prior year period. The year-over-year change primarily reflects timing of cash payments for the Company’s National Marketing Fund and favorable changes in working capital, lower cash taxes, and lower spending related to our International transformation initiatives.
| Nine Months Ended | ||||
|---|---|---|---|---|
| (in thousands) | September 28,<br>2025 | September 29,<br>2024 | ||
| Net cash provided by operating activities | $ | 106,192 | $ | 55,884 |
| Purchases of property and equipment | (47,002) | (46,931) | ||
| Free cash flow | $ | 59,190 | $ | 8,953 |
We view free cash flow as an important financial measure because it is one factor that management uses in determining the amount of cash available for discretionary investment. Free cash flow is not a term defined by GAAP, and as a result, our measure of free cash flow might not be comparable to similarly titled measures used by other companies. Free cash flow should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s GAAP measures.
Cash Dividend
The Company paid cash dividends of $15.3 million ($0.46 per common share) in the third quarter of 2025. On October 29, 2025, our Board of Directors declared a fourth quarter dividend of $0.46 per common share. The dividend will be paid on November 28, 2025 to stockholders of record as of the close of business on November 17, 2025.
2025 Outlook
The Company is updating its 2025 annual guidance for the following metrics:
| 2025 Metric | Prior Outlook | Current Outlook |
|---|---|---|
| System-wide sales | Up 2% to 5% | Up 1% to 2% |
| North America comparable sales | Flat to Up 2% | Down 2% to 2.5% |
| International comparable sales | Up 2% to 4% | Up 5% to 6% |
| North America gross openings | 85 to 115 | 85 to 95 |
| International gross openings | 180 to 200 | 180 to 200 |
| Adjusted EBITDA (as defined below) | $200 million to $220 million | $190 million to $200 million |
| Depreciation and amortization | $70 million to $75 million | $80 million to $95 million |
| Adjusted Depreciation and amortization (as defined below) | NA | $70 million to $75 million |
| Interest expense | $40 million to $45 million | $40 million to $42 million |
| Effective tax rate | 28% to 32% | 27% to 30% |
| Capital expenditures | $75 million to $85 million | $75 million to $85 million |
Adjusted EBITDA represents Net income before Net interest expense, Income tax expense, Depreciation and amortization, Stock-based compensation expense, and other adjustments that vary from period to period in accordance with the Company’s Non-GAAP policy. The Company believes adjusted EBITDA is a meaningful measure as it is widely used by analysts and investors to value the Company and its restaurants on a consistent basis. Adjusted EBITDA is not a term defined by GAAP, and is not intended to be a substitute for operating income, net income, or cash flows from operating activities, as defined under generally accepted accounting principles. As a result, our measure of adjusted EBITDA might not be comparable to similarly titled measures used by other companies. Adjusted depreciation and amortization represents depreciation and amortization expense excluding incremental depreciation expense related to the shortened useful life of legacy capitalized software assets due to the ongoing development and deployment of our new omnichannel platforms and other technology improvements.
This release includes forward-looking projections for certain non-GAAP financial measures, including adjusted EBITDA and adjusted depreciation and amortization. The Company excludes certain expenses and benefits from adjusted EBITDA and adjusted depreciation and amortization that, due to the uncertainty and variability of the nature and amount of those expenses and benefits, the Company is unable to, without unreasonable effort or expense, provide a reconciliation to Net income of those projected measures.
Conference Call
Papa Johns will host a call with analysts today, November 6, 2025, at 8:00 a.m. Eastern Time. To access the conference call or webcast, please register online at: ir.papajohns.com/events-presentations. A replay of the webcast will be available two hours after the call and archived on the same web page.
About Papa Johns
Papa John’s International, Inc. (Nasdaq: PZZA) opened its doors in 1984 with one goal in mind: BETTER INGREDIENTS. BETTER PIZZA.® Papa Johns believes that using high-quality ingredients leads to superior quality pizzas. Its original dough is made of only six ingredients and is fresh, never frozen. Papa Johns tops its pizzas with real cheese made from mozzarella, pizza sauce made with vine-ripened tomatoes that go from vine to can in the same day and meat free of fillers. It was the first national pizza delivery chain to announce the
removal of artificial flavors and synthetic colors from its entire food menu. Papa Johns is co-headquartered in Atlanta, Ga. and Louisville, Ky. and is the world’s third-largest pizza delivery company with approximately 6,000 restaurants in approximately 50 countries and territories. For more information about the Company or to order pizza online, visit www.papajohns.com or download the Papa Johns mobile app for iOS or Android.
Forward-Looking Statements
Certain matters discussed in this press release and other Company communications that are not statements of historical fact constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend,” “estimate,” “believe,” “anticipate,” “will,” “forecast,” “outlook”, “plan,” “project,” or similar words identify forward-looking statements that we intend to be included within the safe harbor protections provided by the federal securities laws. Such forward-looking statements include or may relate to projections or guidance concerning business performance, revenue, earnings, cash flow, earnings per share, share repurchases, depreciation and amortization, interest expenses, tax rates, system-wide sales, adjusted EBITDA, the current economic environment, industry trends, consumer behavior and preferences, commodity and labor costs, currency fluctuations, profit margins, supply chain operating margin, net unit growth, unit level performance, capital expenditures, restaurant and franchise development, franchisee profitability, restaurant acquisitions, restaurant closures, labor shortages, labor cost increases, changes in management, inflation, royalty relief, franchisee support and incentives, the effectiveness of our menu innovations and other business initiatives, investments in product, digital and technology innovation and investments, marketing efforts and investments, liquidity, compliance with debt covenants, impairments, strategic decisions and actions, changes to our national marketing fund, changes to our commissary model, dividends, effective tax rates, regulatory changes and impacts, impacts of tariffs, insurance recoveries for damages related to natural disasters, repositioning of the UK market, International restructuring plans, including timing of completion, expected benefits and costs, International consumer demand, adoption of new accounting standards, and other financial and operational measures. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements.
Our forward-looking statements are based on our assumptions which are based on currently available information. Actual outcomes and results may differ materially from those matters expressed or implied in our forward-looking statements as a result of various factors, including but not limited to risks related to: deteriorating economic conditions and softening consumer sentiment in U.S. and international markets; labor shortages at Company and/or franchised restaurants and our quality control centers; increases in labor costs, changes in commodity costs, supply chain incentive-based rebates, or sustained higher other operating costs, including as a result of supply chain disruption, inflation, increased tariffs, trade barriers, immigration policies, or climate change; the effectiveness of new branding initiatives, advertising and marketing campaigns, and promotions, including alignment with and execution by our franchisees; aggressive pricing or other marketing or promotional strategies by competitors; the potential for delayed new restaurant openings, both domestically and internationally, or lower net unit development due to changing circumstances outside of our control; the increased risk of phishing, ransomware and other cyber-attacks; risks and disruptions to the U.S. and global economy and our business related to geopolitical conflicts including conflicts in Ukraine and the Middle East, and risks related to a possible economic recession or downturn or prolonged U.S. government shutdown that could reduce consumer spending or demand.
These and other risks, uncertainties and assumptions that are involved in our forward-looking statements are discussed in detail in “Part I. Item 1A. – Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
* * * *
For more information about the Company, please visit www.papajohns.com.
Contact
Papa Johns Investor Relations
investor_relations@papajohns.com
Source: Papa John’s International, Inc.
Supplemental Information and Financial Statements
Definitions
“Comparable sales” represents sales for the same base of restaurants for the same fiscal periods. “Comparable sales growth (decline)” represents the change in year-over-year comparable sales. “Global system-wide restaurant sales” represents total restaurant sales for all Company-owned and franchised restaurants open during the comparable periods, and “Global system-wide restaurant sales growth (decline)” represents the change in global system-wide restaurant sales year-over-year. Comparable sales, Comparable sales growth (decline), Global system-wide restaurant sales and Global system-wide sales growth (decline) exclude franchisees for which we suspended corporate support.
We believe Domestic Company-owned, North America franchised, and International Comparable sales growth (decline) and Global system-wide restaurant sales information is useful in analyzing our results since our franchisees pay royalties and marketing fund contributions that are based on a percentage of franchise sales. Comparable sales and Global system-wide restaurant sales results for restaurants operating outside of the United States are reported on a constant dollar basis, which excludes the impact of foreign currency translation. Franchise sales also generate commissary revenue in the United States and in certain international markets. Comparable sales growth (decline) and Global system-wide restaurant sales information is also useful for comparison to industry trends and evaluating the strength of our brand. Management believes the presentation of Global system-wide restaurant sales growth, excluding the impact of foreign currency, provides investors with useful information regarding underlying sales trends and the impact of new unit growth without being impacted by swings in the external factor of foreign currency. Franchise restaurant sales are not included in the Company’s revenues.
Financial Statement Updates
The Company has implemented several financial statement changes to evolve and modernize our financial statements and footnotes to increase transparency and better reflect management’s key performance metrics. Financial results for the three and nine months ended September 29, 2024 have been updated to conform with the current presentation to classify revenues and expenses based on the nature of the underlying activities without regard to operating segment. Please refer to the Company’s Form 10-K for the year ended December 29, 2024 and Company’s Form 10-Q for the third quarter ended September 28, 2025 for further information on segments.
Additionally, during the year ended December 29, 2024, the Company updated its internal cost allocation methodology to better reflect current levels of time and effort spent managing our different segments. These updates resulted in a higher allocation of previously unallocated corporate expenses to primarily the North America franchising and International segments. This update in methodology does not impact total reported expenses, and was implemented prospectively beginning with the year ended December 29, 2024. The comparative information has been recast.
Non-GAAP Financial Measures
In addition to the results provided in accordance with U.S. GAAP, we provide certain non-GAAP measures, which present results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with U.S. GAAP and include the following: adjusted EBITDA, adjusted net income attributable to common shareholders and adjusted diluted earnings per common share. We believe that our non-GAAP financial measures enable investors to assess the operating performance of our business relative to our performance based on U.S. GAAP results and relative to other companies. We believe that the disclosure of these non-GAAP measures is useful to investors as they reflect metrics that our management team and Board utilize to evaluate our operating performance, allocate resources and administer employee incentive plans. The most directly comparable U.S. GAAP measures to adjusted EBITDA, adjusted net income attributable to common shareholders and adjusted diluted earnings per common share are net income, net income attributable to common shareholders and diluted earnings per common share, respectively. These non-GAAP measures should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s U.S. GAAP results. The table below reconciles our GAAP financial results to our non-GAAP financial measures.
Reconciliation of GAAP Financial Results to Non-GAAP Financial Measures
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) | September 28,<br>2025 | September 29,<br>2024 | September 28,<br>2025 | September 29,<br>2024 | ||||
| Net income | $ | 4,473 | $ | 41,788 | $ | 23,487 | $ | 69,238 |
| Income tax expense | 1,753 | 12,812 | 10,531 | 25,347 | ||||
| Net interest expense | 9,945 | 10,629 | 30,608 | 32,588 | ||||
| Depreciation and amortization | 24,914 | 17,260 | 62,076 | 52,528 | ||||
| Stock-based compensation expense | 4,639 | 3,358 | 12,132 | 5,903 | ||||
| International restructuring costs (a) | 231 | 3,876 | 4,862 | 19,604 | ||||
| Other costs (b) | 1,804 | 1,495 | 6,302 | 5,495 | ||||
| Gain on sale of QC Center properties (c) | — | (41,289) | — | (41,289) | ||||
| Adjusted EBITDA | $ | 47,759 | $ | 49,929 | $ | 149,998 | $ | 169,414 |
| Net income attributable to common shareholders | $ | 4,447 | $ | 41,808 | $ | 22,742 | $ | 68,687 |
| International restructuring costs (a) | 231 | 3,862 | 4,841 | 19,514 | ||||
| Accelerated software depreciation (d) | 6,091 | — | 6,091 | — | ||||
| Other costs (b) | 1,659 | 1,495 | 6,157 | 5,495 | ||||
| Gain on sale of QC Center properties (c) | — | (41,289) | — | (41,289) | ||||
| Tax effect of adjustments (e) | (1,812) | 8,121 | (3,879) | 3,679 | ||||
| Adjusted net income attributable to common shareholders | $ | 10,616 | $ | 13,997 | $ | 35,952 | $ | 56,086 |
| Diluted earnings per common share | $ | 0.13 | $ | 1.27 | $ | 0.69 | $ | 2.09 |
| International restructuring costs (a) | 0.01 | 0.12 | 0.15 | 0.59 | ||||
| Accelerated software depreciation (d) | 0.18 | — | 0.18 | — | ||||
| Other costs (b) | 0.05 | 0.04 | 0.19 | 0.17 | ||||
| Gain on sale of QC Center properties (c) | — | (1.25) | — | (1.25) | ||||
| Tax effect of adjustments (e) | (0.05) | 0.25 | (0.12) | 0.11 | ||||
| Adjusted diluted earnings per common share | $ | 0.32 | $ | 0.43 | $ | 1.09 | $ | 1.71 |
Footnotes to Non-GAAP Financial Measures
(a)Represents costs associated with the Company’s international transformation initiatives. For the three and nine months ended September 28, 2025, these costs are comprised primarily of losses on franchisee notes receivable, professional services and other related costs, and lease termination costs.
(b)For the three and nine months ended September 28, 2025, other costs is comprised of the following:
i.Losses on disposal of equipment incurred in connection with the termination of a COVID-era program that pre-purchased store equipment due to supply chain challenges;
ii.Costs associated with project-based strategic initiatives that are not related to our ongoing operations as well as transaction costs incurred in connection with the anticipated sale of our 70% interest in a joint venture operating 85 restaurants (refer to “Note 11. Divestitures” in the Company’s Form 10-Q for the quarter ended September 28, 2025 for additional details), of which approximately $0.1 million was attributable to noncontrolling interests, and;
iii.Costs incurred, net of anticipated insurance recoveries, arising from tornadoes that struck the Texas QC Center as well as the restaurant support center and QC Center in Louisville, Kentucky.
For the three and nine months ended September 29, 2024, represents a non-cash impairment charge related to fixed and intangible assets related to certain Domestic restaurants.
(c)Represents pre-tax gain on sale, net of transaction costs, realized upon the August 2, 2024 completion of the sale of our Texas and Florida QC Center properties. Refer to “Note 11. Divestitures” in the Company’s Form 10-Q for the quarter ended September 28, 2025 for additional details.
(d)Represents incremental depreciation expense related to the shortened useful life of legacy capitalized software assets due to the ongoing development and deployment of our new omnichannel platforms and other technology improvements.
(e)The tax effect on non-GAAP adjustments was calculated by applying the marginal tax rates of 22.7% for the three and nine months ended September 28, 2025 and 22.6% for the three and nine months ended September 29, 2024.
Papa John’s International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| (In thousands, except per share amounts) | September 28,<br>2025 | December 29,<br>2024 | ||
|---|---|---|---|---|
| (Unaudited) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 38,972 | $ | 37,955 |
| Accounts receivable, net | 104,384 | 101,677 | ||
| Notes receivable, current portion | 3,815 | 4,928 | ||
| Income tax receivable | 3,689 | 2,214 | ||
| Inventories | 35,761 | 35,245 | ||
| Prepaid expenses and other current assets | 53,272 | 48,586 | ||
| Assets held for sale | 30,949 | — | ||
| Total current assets | 270,842 | 230,605 | ||
| Property and equipment, net | 262,294 | 273,272 | ||
| Finance lease right-of-use assets, net | 36,295 | 28,761 | ||
| Operating lease right-of-use assets, net | 160,975 | 184,425 | ||
| Notes receivable, less current portion, net | 3,237 | 8,867 | ||
| Goodwill | 67,450 | 75,460 | ||
| Other assets | 83,004 | 87,562 | ||
| Total assets | $ | 884,097 | $ | 888,952 |
| Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 70,378 | $ | 61,842 |
| Income and other taxes payable | 9,632 | 11,987 | ||
| Accrued expenses and other current liabilities | 164,306 | 155,579 | ||
| Current deferred revenue | 12,555 | 15,519 | ||
| Current finance lease liabilities | 9,700 | 7,280 | ||
| Current operating lease liabilities | 25,724 | 25,756 | ||
| Current portion of long-term debt | 2,500 | — | ||
| Liabilities held for sale | 16,034 | — | ||
| Total current liabilities | 310,829 | 277,963 | ||
| Deferred revenue | 18,604 | 21,287 | ||
| Long-term finance lease liabilities | 28,312 | 22,885 | ||
| Long-term operating lease liabilities | 156,788 | 173,557 | ||
| Long-term debt, less current portion, net | 727,135 | 741,650 | ||
| Other long-term liabilities | 65,880 | 64,923 | ||
| Total liabilities | 1,307,548 | 1,302,265 | ||
| Redeemable noncontrolling interests | 925 | 903 | ||
| Stockholders’ deficit: | ||||
| Common stock ($0.01 par value per share; issued 49,296 at September 28, 2025 and 49,283 at December 29, 2024) | 493 | 493 | ||
| Additional paid-in capital | 455,099 | 452,449 | ||
| Accumulated other comprehensive loss | (6,733) | (8,456) | ||
| Retained earnings | 219,041 | 241,717 | ||
| Treasury stock (16,510 shares at September 28, 2025 and 16,637 shares at December 29, 2024, at cost) | (1,107,205) | (1,115,729) | ||
| Total stockholders’ deficit | (439,305) | (429,526) | ||
| Noncontrolling interests in subsidiaries | 14,929 | 15,310 | ||
| Total Stockholders’ deficit | (424,376) | (414,216) | ||
| Total Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit | $ | 884,097 | $ | 888,952 |
Papa John’s International, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) | September 28,<br>2025 | September 29,<br>2024 | September 28,<br>2025 | September 29,<br>2024 | ||||
| Revenues: | ||||||||
| Company-owned restaurant sales | $ | 168,421 | $ | 171,097 | $ | 521,291 | $ | 546,988 |
| Franchise royalties and fees | 47,051 | 45,830 | 143,409 | 139,535 | ||||
| Commissary revenues | 229,581 | 228,989 | 693,098 | 660,823 | ||||
| Other revenues | 21,424 | 19,521 | 68,317 | 60,866 | ||||
| Advertising funds revenue | 41,677 | 41,370 | 129,514 | 120,405 | ||||
| Total revenues | 508,154 | 506,807 | 1,555,629 | 1,528,617 | ||||
| Costs and expenses: | ||||||||
| Cost of sales | 369,130 | 370,079 | 1,107,342 | 1,100,783 | ||||
| General and administrative expenses | 56,478 | 12,883 | 191,763 | 127,806 | ||||
| Depreciation and amortization | 24,914 | 17,260 | 62,076 | 52,528 | ||||
| Advertising funds expense | 41,461 | 41,356 | 129,822 | 120,327 | ||||
| Total costs and expenses | 491,983 | 441,578 | 1,491,003 | 1,401,444 | ||||
| Operating income | 16,171 | 65,229 | 64,626 | 127,173 | ||||
| Net interest expense | (9,945) | (10,629) | (30,608) | (32,588) | ||||
| Income before income taxes | 6,226 | 54,600 | 34,018 | 94,585 | ||||
| Income tax expense (a) | (1,753) | (12,812) | (10,531) | (25,347) | ||||
| Net income | 4,473 | 41,788 | 23,487 | 69,238 | ||||
| Net (income) loss attributable to noncontrolling interests | 234 | 20 | (27) | (551) | ||||
| Net income attributable to the Company | $ | 4,707 | $ | 41,808 | $ | 23,460 | $ | 68,687 |
| Net income attributable to common shareholders | $ | 4,447 | $ | 41,808 | $ | 22,742 | $ | 68,687 |
| Basic earnings per common share | $ | 0.14 | $ | 1.28 | $ | 0.69 | $ | 2.10 |
| Diluted earnings per common share | $ | 0.13 | $ | 1.27 | $ | 0.69 | $ | 2.09 |
| Basic weighted average common shares outstanding | 32,889 | 32,745 | 32,834 | 32,701 | ||||
| Diluted weighted average common shares outstanding | 33,043 | 32,930 | 32,962 | 32,850 |
___________________________________
(a) The signage of Income tax expense has been changed from the historic presentation for purposes of signage consistency with other expense items.
Papa John’s International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended | |||||
|---|---|---|---|---|---|
| (In thousands) | September 28,<br>2025 | September 29,<br>2024 | |||
| Operating activities | |||||
| Net income | $ | 23,487 | $ | 69,238 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||
| Provision for allowance for credit losses on accounts and notes receivable | 5,669 | 2,936 | |||
| Depreciation and amortization | 62,076 | 52,528 | |||
| Deferred income taxes | 1,731 | 3,877 | |||
| Stock-based compensation expense | 12,132 | 5,903 | |||
| Refranchising and impairment loss | 8,127 | 17,433 | |||
| Loss (gain) on disposal of property and equipment | 2,771 | (42,034) | |||
| Other | 1,082 | 573 | |||
| Changes in operating assets and liabilities, net of acquisitions: | |||||
| Accounts receivable | (9,439) | (359) | |||
| Income tax receivable | (1,412) | 232 | |||
| Inventories | (1,544) | (207) | |||
| Prepaid expenses and other current assets | 1,426 | (1,278) | |||
| Other assets and liabilities | (972) | (5,923) | |||
| Accounts payable | 8,134 | (11,896) | |||
| Income and other taxes payable | (2,399) | (7,609) | |||
| Accrued expenses and other current liabilities | (2,087) | (9,551) | |||
| Deferred revenue | (4,739) | (2,073) | |||
| Advertising fund assets and liabilities | 2,149 | (15,906) | |||
| Net cash provided by operating activities | 106,192 | 55,884 | |||
| Investing activities | |||||
| Purchases of property and equipment | (47,002) | (46,931) | |||
| Purchases of property and equipment related to damages from natural disasters | (5,121) | — | |||
| Insurance proceeds related to damages from natural disasters | 3,300 | — | |||
| Notes issued | — | (154) | |||
| Repayments of notes issued | 5,703 | 3,148 | |||
| Proceeds from dispositions and refranchising, net of cash transferred | 831 | 49,012 | |||
| Proceeds from investments | 4,739 | 2,275 | |||
| Other | (68) | 98 | |||
| Net cash (used in) provided by investing activities | (37,618) | 7,448 | |||
| Financing activities | |||||
| Net repayments of revolving credit facilities | (210,042) | (31,589) | |||
| Proceeds from term loan | 200,000 | — | |||
| Debt issuance costs | (3,223) | — | |||
| Proceeds from exercise of stock options | 397 | 1,021 | |||
| Dividends paid to common stockholders | (45,817) | (45,381) | |||
| Tax payments for equity award issuances | (1,791) | (3,508) | |||
| Distributions to noncontrolling interests | (387) | (627) | |||
| Principal payments on finance leases | (7,455) | (6,778) | |||
| Other | 110 | 278 | |||
| Net cash used in financing activities | (68,208) | (86,584) | |||
| Effect of exchange rate changes on cash and cash equivalents | 651 | 215 | |||
| Change in cash and cash equivalents | 1,017 | (23,037) | |||
| Cash and cash equivalents at beginning of period | 37,955 | 40,587 | |||
| Cash and cash equivalents at end of period | $ | 38,972 | $ | 17,550 |
Papa John’s International, Inc. and Subsidiaries
Segment Information
The following tables present the operating results of our segments. We have four reportable segments: Domestic Company-owned restaurants, North America franchising, North America commissaries, and International. Under ASC 280, Segment Reporting, our segment performance is evaluated based on adjusted EBITDA. See the Company’s Form 10-Q for the quarter ended September 28, 2025 for further information on segments, including reconciliations of segment measures to consolidated measures for the quarter ended September 28, 2025.
| Three Months Ended September 28, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, unaudited) | Domestic Company-Owned Restaurants | North America Franchising | North America Commissaries | International | ||||
| Revenues from external customers | $ | 165,194 | $ | 33,797 | $ | 209,403 | $ | 44,721 |
| Intersegment revenues | — | 1,161 | 50,086 | — | ||||
| Segment revenue | $ | 165,194 | $ | 34,958 | $ | 259,489 | $ | 44,721 |
| Less segment expenses (a): | ||||||||
| Cost of sales | $ | 150,917 | $ | — | $ | 234,448 | $ | 24,044 |
| General and administrative expenses | 10,335 | 9,452 | 5,839 | 10,858 | ||||
| Advertising funds expense | — | — | — | 4,519 | ||||
| Segment adjusted EBITDA | $ | 3,942 | $ | 25,506 | $ | 19,202 | $ | 5,300 |
| Three Months Ended September 29, 2024 | ||||||||
| (in thousands, unaudited) | Domestic Company-Owned Restaurants | North America Franchising | North America Commissaries | International | ||||
| Revenues from external customers | $ | 168,672 | $ | 33,831 | $ | 210,389 | $ | 39,098 |
| Intersegment revenues | — | 1,011 | 52,063 | — | ||||
| Segment revenue | $ | 168,672 | $ | 34,842 | $ | 262,452 | $ | 39,098 |
| Less segment expenses (a): | ||||||||
| Cost of sales | $ | 155,084 | $ | — | $ | 237,293 | $ | 21,819 |
| General and administrative expenses | 9,234 | 8,181 | 8,473 | 9,944 | ||||
| Advertising funds expense | — | — | — | 3,284 | ||||
| Segment adjusted EBITDA | $ | 4,354 | $ | 26,661 | $ | 16,686 | $ | 4,051 |
| Nine Months Ended September 28, 2025 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands, unaudited) | Domestic Company-Owned Restaurants | North America Franchising | North America Commissaries | International | ||||
| Revenues from external customers | $ | 511,786 | $ | 104,708 | $ | 637,168 | $ | 128,016 |
| Intersegment revenues | — | 3,664 | 154,356 | — | ||||
| Segment revenue | $ | 511,786 | $ | 108,372 | $ | 791,524 | $ | 128,016 |
| Less segment expenses (a): | ||||||||
| Cost of sales | $ | 461,915 | $ | — | $ | 707,174 | $ | 68,234 |
| General and administrative expenses | 31,033 | 28,776 | 26,145 | 28,983 | ||||
| Advertising funds expense | — | — | — | 14,479 | ||||
| Segment adjusted EBITDA | $ | 18,838 | $ | 79,596 | $ | 58,205 | $ | 16,320 |
| Nine Months Ended September 29, 2024 | ||||||||
| (in thousands, unaudited) | Domestic Company-Owned Restaurants | North America Franchising | North America Commissaries | International | ||||
| Revenues from external customers | $ | 518,103 | $ | 103,937 | $ | 611,873 | $ | 132,318 |
| Intersegment revenues | — | 3,101 | 151,633 | — | ||||
| Segment revenue | $ | 518,103 | $ | 107,038 | $ | 763,506 | $ | 132,318 |
| Less segment expenses (a): | ||||||||
| Cost of sales | $ | 456,451 | $ | — | $ | 688,091 | $ | 82,883 |
| General and administrative expenses | 28,884 | 24,662 | 26,511 | 28,258 | ||||
| Advertising funds expense | — | — | — | 9,219 | ||||
| Segment adjusted EBITDA | $ | 32,768 | $ | 82,376 | $ | 48,904 | $ | 11,958 |
___________________________________
(a) Segment expenses excludes depreciation and amortization, stock-based compensation expense, and certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business.
Papa John’s International, Inc. and Subsidiaries
Supplemental Information - All Other
| (in thousands, unaudited) | Three Months Ended | Nine Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
| All Other (a) | September 28,<br>2025 | September 29,<br>2024 | September 28,<br>2025 | September 29,<br>2024 | ||||
| Revenues from external customers | $ | 55,039 | $ | 54,817 | $ | 173,951 | $ | 162,386 |
| Intersegment revenues | 13,827 | 13,472 | 43,007 | 40,422 | ||||
| All Other revenue | $ | 68,866 | $ | 68,289 | $ | 216,958 | $ | 202,808 |
| All Other costs and expenses (b) | ||||||||
| Cost of sales | $ | 14,928 | $ | 12,076 | $ | 40,109 | $ | 37,501 |
| General and administrative expenses | 2,927 | 1,492 | 7,866 | 5,562 | ||||
| Advertising funds expense | 46,513 | 47,880 | 145,087 | 140,186 | ||||
| All Other costs and expenses (a) | $ | 64,368 | $ | 61,448 | $ | 193,062 | $ | 183,249 |
| All Other adjusted EBITDA (c) | $ | 4,498 | $ | 6,841 | $ | 23,896 | $ | 19,559 |
___________________________________
(a) All other business units that do not meet the quantitative or qualitative thresholds for determining reporting segments, which are not operating segments, we refer to as “All Other.” These consist of operations that derive revenues from franchise contributions to marketing funds as well as information systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-based ordering platforms. Our largest marketing fund is Papa Johns Marketing Fund (“PJMF”). PJMF is a consolidated nonstock corporation, intended to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants. Technology-based franchisee fees are meant to offset the costs of building, operating, and depreciating technology that supports franchisee operations. As such, these fees may vary from period to period, as they are designed to operate near break-even over time including the impact of depreciation. All Other is not a reportable segment under ASC 280, and this information is presented for informational purposes only. Please refer to the Company’s Form 10-Q for the third quarter ended September 28, 2025 for further information on segments, including reconciliations of segment measures to consolidated measures.
(b) All Other costs and expenses excludes depreciation and amortization, stock-based compensation expense, and certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business.
(c) See the Company’s Form 10-Q for the third quarter ended September 28, 2025 for further information on segments, including reconciliations of segment measures to consolidated measures for the quarter ended September 28, 2025.
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