PAPA JOHNS INTERNATIONAL INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ​ Share Repurchase Program ​ Our Board of Directors has authorized the repurchase of up to $75.0 million of common stock under a share repurchase program that began on November 4, 2020 and is effective through December 26, 2021. Through September 26, 2021, a total of 219,000 shares with an aggregate cost of $23.3 million and an average price of $106.16 per share were repurchased under this program. Funding for the share repurchase program has been provided through our operating cash flows. Subsequent to September 26, 2021, we acquired an additional 158,000 shares at an aggregate cost of $19.8 million. Approximately $31.9 million remained available for repurchase of common stock under this authorization as of October 29, 2021. ​ The following table summarizes our repurchase activity by fiscal period during the three months ended September 26, 2021 (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum Dollar ​ ​ ​ Total ​ Average ​ of Shares Purchased ​ Value of Shares ​ ​ ​ Number ​ Price ​ as Part of Publicly ​ that May Yet Be ​ ​ ​ of Shares ​ Paid per ​ Announced Plans ​ Purchased Under the Fiscal Period ​ Purchased Share or Programs Plans or Programs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6/28/2021 - 7/25/2021 ​ 41 ​ $ 104.47 157 ​ $ 59,800 7/26/2021 - 8/22/2021 ​ — ​ $ — — ​ $ — 8/23/2021 - 9/26/2021 ​ 62 ​ $ 129.42 219 ​ $ 51,743 ​ The Company utilizes a written trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, from time to time to facilitate the repurchase of shares of our common stock under this share repurchase program. There can be no assurance that we will repurchase shares of our common stock either through a Rule 10b5-1 trading plan or otherwise. ​ Subsequent to the end of the third quarter, on October 28, 2021, our Board of Directors approved a new share repurchase program for up to $425.0 million of the Company’s common stock, with an indefinite duration. The new share repurchase program will initially operate alongside the Company’s existing $75.0 million share repurchase authorization, which expires on December 26, 2021. ​ Repurchases of Stock for Tax Withholdings ​ During the fiscal quarter ended September 26, 2021, the Company acquired approximately 11,500 shares of its common stock from employees to satisfy minimum tax withholding obligations that arose upon (i) vesting of restricted stock granted pursuant to approved plans and (ii) distribution of shares of common stock issued pursuant to deferred compensation obligations. ​ ​ ​ 41 Table of Contents Item 6. Exhibits ​ Exhibit ​ ​ Number Description ​ ​ ​ 3.1 ​ Certificate of Elimination of Series B Convertible Preferred Stock of Papa John’s International, Inc., effective August 3, 2021. Exhibit 3.1 to our report on Form 10-Q for the fiscal quarter ended June 27,2021 is incorporated herein by reference. ​ ​ ​ 4.1 ​ Indenture dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors party thereto and Truist Bank, as trustee. Exhibit 4.1 to our report on Form 8-K as filed on September 14, 2021 is incorporated herein by reference . ​ ​ ​ 4.2 ​ Form of 3.875% Senior Notes due 2029. Exhibit 4.2 to our report on Form 8-K as filed on September 14, 2021 is incorporated herein by reference. ​ ​ ​ 10.1 ​ Amended and Restated Credit Agreement, dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors and lenders party thereto, and JPMorgan Chase Bank, Inc., as administrative agent. Exhibit 10.1 to our report on Form 8-K as filed on September 14, 2021 is incorporated by reference. ​ ​ ​ 10.2 ​ Amendment No. 2 to the March 15, 2019 Endorsement Agreement for personal services of Shaquille O’Neal by and among ABG-Shaq, LLC, Papa John’s Marketing Fund, Inc. and Papa John’s International, Inc., effective July 29, 2021. Exhibit 10.2 to our report on Form 10-Q for the fiscal quarter ended June 27, 2021 is incorporated herein by reference. ​ ​ ​ 10.3 ​ Papa John’s International, Inc. Nonqualified Deferred Compensation Plan, as amended and restated effective October 28, 2021. ​ ​ ​ 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 of Papa John’s International, Inc. for the quarter ended September 26, 2021, filed on November 4, 2021, formatted in iXBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Deficit, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements. ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ​ 42 Table of Contents SIGNATURE ​ 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 4, 2021 ​ /s/ Ann B. Gugino ​ ​ Ann B. Gugino ​ ​ Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ 43