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Item 2. Management’s Discussion and Analysis

2022-08-04 compared with 2022-05-05 · 264 added, 158 removed, 208 unchanged (67% of the section changed)

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(referred to as the “Company,” “Papa John’s” or in the first-person notations of “we,” “us” and “our”) began operations in 1984.

As of March 27, 2022, there were 5,524 Papa John’s restaurants in operation, consisting of 608 Company-owned and 4,916 franchised restaurants operating in 49 countries and territories.

As of June 26, 2022, there were 5,571 Papa John’s restaurants in operation, consisting of 519 Company-owned and 5,052 franchised restaurants operating in 49 countries and territories.

Our revenues are derived from retail sales of pizza and other food and beverage products to the general public by Company-owned restaurants, franchise royalties, and sales of franchise and development rights.

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Recent Developments and Trends

The Company launched its NY Style pizza in the first quarter of 2022.

NY Style features eight oversized slices on a thin foldable crust.

NY Style pizza has proven to be popular with customers and highly incremental to revenues.

The combination of Epic Stuffed Crust and NY Style pizza has contributed to our positive results for the first quarter of 2022 as we compare the period to the prior year’s record first quarter sales, our highest in the history of the Company.

Our digital innovation through Papa Rewards, our loyalty program, allows us to directly engage our customers with targeted personalized offers that drive higher frequency, higher ticket and higher customer satisfaction.

Continued investment in one-to-one marketing capabilities is a big part of our business plan for 2022 and beyond.

In addition, third-party delivery aggregators have been another focus of our digital innovation and strategy as they have helped us reach incremental, profitable customers, while providing supplemental delivery drivers, especially during peak times.

The Company launched Epic Pepperoni Stuffed Crust Pizza and Spicy Pepperoni Rolls in the second quarter of 2022.

Epic Pepperoni Stuffed Crust Pizza features original, fresh, never-frozen, dough hand-stuffed with our signature pepperoni and melted cheese, then baked into a seasoned crust, which is finished with Papa John's signature pizza sauce, more cheese, and topped off with more pepperoni.

Spicy Pepperoni Rolls feature signature pizza sauce and pepperoni rolled up with jalapenos and creamy melty cheese on our fresh dough.

These offers are in addition to our first quarter launch of NY Style pizza which features eight oversized slices on a thin, foldable crust.

These 2022 launches have proven to be popular with customers and highly incremental to revenues.

Our digital innovation through Papa Rewards, our loyalty program, allows us to directly engage our customers with targeted personalized offers with the goal of driving higher frequency, higher ticket and higher customer satisfaction.

Continued investment in one-to-one marketing capabilities is important to our business plan for 2022 and beyond.

In the second quarter, we promoted exclusive members-only access to Epic Pepperoni Stuffed Crust before its launch, successfully adding nearly 150,000 new members during the one-week early access period.

Growth Strategy .

The Company’s goal continues to be to take market share in the pizza category while leveraging our differentiated strategy and premium position to protect margins in the face of commodity and labor headwinds.

We accelerated our development outlook to be between 280 and 320 net new restaurants globally in 2022.

At the midpoint of the range, this represents approximately 5% growth on our total system-wide unit count.

Our view of our long-term unit opportunity, both domestically and internationally, continues to expand as we sign historic deals to develop within key areas and we now expect to open 1,400 to 1,800 net new Papa John’s restaurants worldwide by the end of 2025, relative to the start of 2021.

On March 28, 2022, the Company sold its 51% controlling interest in a joint venture between Papa Johns and Blue and Silver Ventures, Ltd.

Sun Holdings, a leading multi-brand franchisee operator and one of Papa John’s largest domestic franchise partners, has assumed control of the 90 Papa John’s restaurants in Texas that operated under the joint venture.

The Company recorded a $8.4 million impairment loss in the first quarter of 2022 related to the divestiture.

The strategic refranchising deal between Papa Johns and Sun Holdings builds upon the historic development agreement signed by the two parties in September 2021, under which Sun Holdings will open 100 new restaurants across high-growth markets, including in Texas, by 2029, in addition to the restaurants it has acquired.

Now with significant operational scale with the brand, we believe Sun Holdings is positioned to accelerate its development plans and Papa John’s domestic growth.

The agreement continues a rapid acceleration of unit growth and development activity by Papa Johns in the U.S.

and across the globe.

In January, Papa Johns announced its biggest franchisee development agreement in the Company’s history – a partnership with FountainVest Partners to open more than 1,350 new stores across South China by 2040.

Suspension of Franchisee Support in Russia.

The Company has no Company-owned restaurants in Russia or Ukraine.

Out of the Company’s total 5,524 Company-owned and franchised restaurants worldwide, 188 franchised restaurants are located in Russia, all of which are operated and supplied through a master franchisee.

In 2021, franchise royalties derived from these stores represented less than 1% of total company revenue, and therefore were not a material part of the Company’s business or results of operations.

Papa John’s has suspended its corporate operations and support for franchised restaurants in Russia, and fully reserved all receivables from the aforementioned master franchisee.

The Company recognized $17.4 million ($0.48 loss per diluted share) on a pre-tax basis in one-time, non-cash charges in the first quarter related to reserves for certain loans and impairments of reacquired franchised rights due to the conflict in Ukraine and subsequent international government actions and sanctions, which were recorded as Refranchising and impairment loss of $2.8 million and General and administrative expenses of $14.6 million.

All assets related to the franchised operations in Russia have been fully reserved or impaired so there will be no additional Russia related charges for reserves, write-offs, or impairments of amounts recorded on the Condensed Consolidated Balance Sheet.

Coronavirus Pandemic and Related Market Impact.

The restaurant industry has faced and managed staffing challenges since long before the pandemic.

These challenges intensified with the increased demand for employees in the service industry as the economy recovered last year.

In early 2022, the Omicron variant further exacerbated the situation, given the spike in infection rates and number of people out sick or quarantined at home.

Throughout the first quarter, our restaurants have been at their lowest staffing levels since the beginning of the pandemic.

The Company’s goal continues to be to take market share in the pizza category while leveraging our differentiated strategy and premium position to protect margins in the face of accelerating commodity and labor inflation.

We currently expect our 2022 global development outlook to be between 280 and 320 net new restaurants.

Our view of our long-term unit opportunity, both domestically and internationally, continues to expand as we sign historic deals to develop within key areas and we expect to open between 1,400 and 1,800 net new Papa John’s restaurants worldwide by the end of 2025, relative to the start of 2022.

Restaurant Staffing and Related Market Impact .

Throughout the first six months of 2022, our restaurants continued to navigate a challenging staffing environment.

This has impacted customer service and, in limited cases, our ability to deliver or take orders.

We continue to proactively communicate to our loyal customers, providing updates and conveying our gratitude for their patience.

Our team members have been working harder than ever to continue to safely serve their customers and communities and we have benefited from their dedication to manage through staffing constraints.

We will continue to strive to be employer of choice in our industry and have taken many actions to create a strong culture and support our people.

We have invested in wages and continue to offer our team members hiring and referral bonuses as well as expanded health, wellness, paid time off and access to college education.

More and more employees are taking advantage of Dough & Degrees, our college tuition program, which provides access to an online degree free of charge to corporate team members.

Our integrations with the aggregator marketplaces and our nationwide integrations with Delivery-as-a-Service providers have been key tools allowing us to continue to serve our customers during peak times.

Though these Delivery-as-a-Service transactions are slightly lower margin versus using our own drivers, they are incremental, profitable orders that otherwise may have gone unfulfilled.

Papa Call, our centralized order taking and customer service center is another example of our long-term investment to make our team members productive and help them focus on making and delivering great pizza.

We will continue to invest capital in technology innovations that can make our teams more productive.

Further, we remain focused on continuing to hire great employees and reducing turnover by providing competitive compensation, a great working environment, benefits and compelling career paths.

Our goal is to be the employer of choice in our industry, and we've taken many actions to create a strong culture and support our people.

In the second quarter of 2022, we released our 2021 Corporate Responsibility Report, outlining our progress against our priorities to create a positive impact on people, pizza and the planet that sets us up for long-term success.

Papa John's is the first major publicly traded pizza chain to announce that our executive compensation plan now includes Environmental Social and Governance metrics.

Suspension of Franchisee Support in Russi a .

During the first quarter of 2022, the Company recognized $17.4 million ($0.48 loss per diluted share) on a pre-tax basis in one-time, non-cash charges related to reserves for certain loans and impairments of reacquired franchised rights due to the conflict in Ukraine and subsequent international government actions and sanctions, which were recorded as Refranchising and impairment loss of $2.8 million and General and administrative expenses of $14.6 million.

All assets related to the franchised operations in Russia have been fully reserved or impaired thus, no additional Russia-related charges for reserves, write-offs, or impairments are recorded on the Condensed Consolidated Balance Sheet.

Refranchising loss .

On March 28, 2022, the Company sold its 51 percent controlling interest in a joint venture between Papa Johns and Blue and Silver Ventures, Ltd.

("Blue and Silver Ventures").

The Company recorded a one-time, non-cash $8.4 million impairment loss related to the divestiture in the first quarter of 2022 and realized upon consummation of the sale in the second quarter.

The differentiated brand positioning of Papa John's has been critical to our success over the past 2.5 years as we have been nimble and adapted our strategy to a constantly changing environment.

It's no less important today as we adjust to a new more inflationary and uncertain environment with rising costs and consumers increasingly seeking out value.

As consumer sentiment continues to soften, pizza offers tremendous value relative to other quick service restaurants.

Using Papa Rewards, we are also able to target more price-sensitive customers with high-value promotions.

At the same time, we will continue our successful strategy of letting our customers, especially those who are less price sensitive, to self-select into our premium-priced innovation.

However, with unprecedented inflation, we have begun to take some pricing.

This has helped partially offset higher food, labor, and fuel costs in our supply chain and restaurants.

Our ticket growth has predominantly come through new premium products and add-ons over the past few years.

This has afforded us more room to strategically raise prices in this inflationary environment.

Papa John's has unique pricing flexibility given our value proposition is focused on delivering premium value, not hitting specific low price points.

Global Restaurant Sales Information

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“Global system-wide restaurant sales” represents total restaurant sales for all Company-owned and franchised stores open during the comparable periods, and “Global system-wide restaurant sales growth” represents the change in total system restaurant sales year-over-year.

For the three and six months ended June 26, 2022, global system-wide restaurant sales growth excludes franchisees for which we suspended corporate support during the quarter ended March 27, 2022.

Also, for the three and six months ended June 26, 2022, both Comparable sales growth and System-wide restaurant sales growth for Domestic Company-owned restaurants and North America franchised restaurants have been adjusted to reflect the impact of refranchising 90-restaurants during the second quarter of 2022.

We believe North America, international and global restaurant and comparable sales growth 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.

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Franchise restaurant sales are not included in the Company’s revenues.

Three Months Ended

March 27, 2022

March 28, 2021

Three Months Ended Six Months Ended

2022 June 27,

2021 June 26,

2022 June 27,

Comparable sales growth (decline):

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Total comparable sales growth (1.4)% 9.0% 0.1% 16.6%

System-wide restaurant sales growth:

System-wide restaurant sales growth (decline):

(excluding the impact of foreign currency)

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Total global system-wide restaurant sales growth 2.6% 12.2% 4.2% 19.0%

Restaurant Progression

Three Months Ended

March 27, 2022

March 28, 2021

Restaurant Progression Three Months Ended Six Months Ended

2022 June 27,

2021 June 26,

2022 June 27,

North America Company-owned:

Beginning of period 608 589 600 588

Opened 1 — 8 —

Acquired — — 1 1

Refranchised (90) — (90) —

End of period 519 589 519 589

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Beginning of period 2,746 2,709 2,739 2,701

Opened 17 24 32 36

Closed (16) (13) (23) (16)

Refranchised 90 — 90 —

Sold — — (1) (1)

End of period 2,837 2,720 2,837 2,720

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Beginning of period 2,170 2,170 2,311 2,111

Opened 72 71 127 139

Closed (27) (27) (35) (36)

Suspended (a) — — (188) —

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Three Months Ended

March 27, 2022

March 28, 2021

($ in thousands)

June 26, 2022 June 27, 2021

($ in thousands) % of Related

Revenues % of Related

Revenues Increase

Domestic Company-owned restaurant sales $ 171,411 $ 196,124 (12.6) %

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Total costs and expenses 483,761 92.6% 470,371 91.3% 1.2%

Operating income 38,904 7.4% 44,637 8.7% (1.2)%

Net interest expense (6,081) (1.2) % (3,649) (0.7) % (0.5) %

Income before income taxes $ 32,823 6.3% $ 40,988 8.0% (1.7)%

Six Months Ended

June 26, 2022 June 27, 2021

($ in thousands) % of Related

Revenues % of Related

Revenues Increase

Domestic Company-owned restaurant sales $ 370,176 $ 393,358 (5.9) %

North America franchise royalties and fees 69,185 65,190 6.1 %

North America commissary revenues 429,062 371,519 15.5 %

International revenues 66,575 72,221 (7.8) %

Other revenues 130,359 124,466 4.7 %

Total revenues 1,065,357 1,026,754 3.8 %

Costs and expenses:

Operating costs (excluding depreciation and amortization shown separately below):

Domestic Company-owned restaurant expenses 303,687 82.0% 310,181 78.9% 3.2%

North America commissary expenses 401,560 93.6% 342,911 92.3% 1.3%

International expenses 39,150 58.8% 41,048 56.8% 2.0%

Other expenses 121,203 93.0% 112,053 90.0% 2.9%

General and administrative expenses 110,584 10.4% 103,709 10.1% 0.3%

Depreciation and amortization 24,674 2.3% 25,353 2.5% (0.2)%

Total costs and expenses 1,000,858 93.9% 935,255 91.1% 2.9%

Refranchising and impairment loss (11,160) (1.0) % — — % (1.0) %

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Income before income taxes $ 42,995 4.0% $ 84,203 8.2% (4.2)%

Consolidated revenues increased $30.9 million, or 6.0% to $542.7 million for the first quarter of 2022, compared to $511.7 million for the first quarter of 2021.

Domestic Company-owned restaurant sales increased $1.5 million, or 0.8% for the first quarter of 2022 compared to the prior year comparable period.

The increase was primarily due to higher equivalent units of 2.8%, partially offset by negative comparable sales of 1.2% lapping 23.3% comparable sales growth in the prior year period.

Consolidated revenues increased $7.7 million, or 1.5% to $522.7 million, and $38.6 million, or 3.8% to $1.1 billion for the three and six months ended June 26, 2022, respectively, compared to prior year comparable periods.

Excluding the impact of the Company refranchising its 51% ownership in a 90-restaurant consolidated joint venture, consolidated revenues increased $25.6 million, or 5.2%, and $56.9 million, or 5.7%, for the three and six months ended June 26, 2022, respectively.

Domestic Company-owned restaurant sales decreased $24.7 million, or 12.6%, and $23.2 million, or 5.9% for the three and six months ended June 26, 2022, respectively, compared to the prior year comparable periods.

Excluding the impact of refranchising, Domestic Company-owned restaurant sales increased $2.0 million, or 1.2%, and $3.0 million, or 0.9%, for the three and six months ended June 26, 2022, respectively, primarily due to innovations and strategic pricing actions to help offset food and labor inflation.

North America franchise royalties and fees increased $2.4 million, or 7.5%, and $4.0 million, or 6.1% for the three and six months ended June 26, 2022, respectively, compared to prior year comparable periods.

Excluding the impact of refranchising, North America franchise royalties and fees increased $1.1 million, or 3.3%, and $2.7 million, or 4.0% for the three and six months ended June 26, 2022, respectively, primarily due to positive comparable sales increases of 1.4% and 2.1% for the three and six months ended June 26, 2022, and higher equivalent units of 4.9% and 3.4% for the same periods, respectively.

“Equivalent units” represents the number of restaurants open at the beginning of a given period, adjusted for restaurants opened, closed, acquired or sold during the period on a weighted average basis.

“Comparable sales” represents the change in year-over-year sales for the same base of restaurants for the same fiscal periods.

North America franchise royalties and fees increased $1.6 million, or 4.7% for the first quarter of 2022.

The increases were primarily due to positive comparable sales increases of 2.8% and higher equivalent units of 1.9% for the first quarter of 2022 on top of 27.1% comparable sales growth in the prior year period.

North America franchise restaurant sales increased 4.0% to $739.7 million in the first quarter of 2022 compared to the prior year comparable period.

North America franchise restaurant sales, excluding the impact of refranchising, increased 2.7% to $753.8 million and 1.4% to $1.5 billion for the three and six months ended June 26, 2022, respectively, compared to the prior year comparable periods.

North America franchise restaurant sales are not included in Company revenues;

however, our North America franchise royalties are derived from these sales.

North America commissary revenues increased $24.8 million, or 13.4% for the first quarter of 2022, primarily due to higher pricing from higher commodities.

International revenues were relatively flat for the first quarter of 2022 as compared to prior year, primarily due to higher royalties from increased equivalent units and higher comparable sales of 0.8%, offset by lower United Kingdom (“PJUK”) commissary revenues from lower PJUK comparable sales and $1.2 million due to unfavorable foreign exchange rates.

International franchise restaurant sales increased 11.6% to $337.4 million for the first quarter of 2022, excluding the impact of foreign currency, primarily due to increases in comparable sales and equivalent units.

North America commissary revenues increased $32.7 million, or 17.5% and $57.5 million, or 15.5% for the three and six months ended June 26, 2022, respectively, compared to the prior year comparable periods primarily due to higher pricing as a result of increased underlying costs associated with commodity price increases, partially offset by lower volumes.

International revenues decreased $5.7 million, or 15.0% and $5.6 million, or 7.8% for the three and six months ended June 26, 2022, respectively, compared to prior year comparable periods, primarily due to lower United Kingdom ("PJUK") commissary revenues and royalties.

Additionally, international comparable sales revenues decreased 8.0% and 3.6% for the three and six months ended June 26, 2022.

The overall declines in our international revenue performance were largely attributable to a contracting PJUK market where consumer sentiment is reaching historical lows.

International franchise restaurant sales increased to $281.3 million and $585.9 million for the three and six months ended June 26, 2022, respectively.

Excluding the impact of foreign currency, international franchise restaurant sales increased 3.4% and 8.3% for the three and six months ended June 26, 2022, respectively.

International franchise restaurant sales are not included in Company revenues;

however, our international royalty revenue is derived from these sales.

Other revenues increased $3.1 million, or 4.9%, for the first quarter of 2022 primarily due to higher revenues from our technology platform, including our mobile ordering business which benefited from increased North America restaurant sales.

Other revenues increased $2.8 million, or 4.6%, and $5.9 million, or 4.7%, for the three and six months ended June 26, 2022, respectively, compared to the prior year comparable periods primarily due to higher revenues from our technology services attributable to increased North America systemwide comparable sales and equivalent units.

Costs and Expenses

Total costs and expenses were approximately $517.1 million, or 95.3% of total revenues for the first quarter of 2022, compared to $464.9 million, or 90.8% of related revenues for the first quarter of 2021.

The increase in total costs and expenses, as a percentage of revenues, was primarily due to the following:

Domestic Company-owned restaurant expenses were $161.7 million for the first quarter of 2022, or 81.3% of related revenues, as compared to $155.9 million, or 79.0% of related revenues for the first quarter of 2021.

The expenses, as a percentage of revenues, increased 2.3% due to higher labor expense and food costs.

North America commissary expenses were $197.1 million for the first quarter of 2022, or 94.0% of related revenues, compared to $170.7 million, or 92.3% of related revenues for the first quarter of 2021.

The 1.7% increase in expenses, as a percentage of related revenues, was primarily due to commodities and inflation.

International expenses were $19.9 million for the first quarter of 2022, or 57.5% of related revenues, compared to expenses of $19.6 million, or 56.7% of related revenues for the first quarter of 2021.

The 0.8% increase in expenses as a percentage of revenues was primarily due to higher commodities costs in the PJUK commissary, partially offset by lower operating costs on higher revenues.

Other expenses were $60.6 million for the first quarter of 2022, or 92.6% of related revenues, compared to expenses of $55.8 million, or 89.6% of related revenues for the first quarter of 2021.

The 3.0% increase in expenses, as a percentage of related revenues, was primarily due to timing of expenditures on technology initiatives.

General and administrative expenses (“G&A”) were $65.9 million, or 12.1% of revenues in the first quarter of 2022, compared to $50.0 million, or 9.8% of revenues for the first quarter of 2021.

G&A consisted of the following (in thousands):

Three Months Ended

Total costs and expenses were approximately $483.8 million, or 92.6% of total revenues for the three months ended June 26, 2022, as compared to $470.4 million or 91.3% of related revenues for the prior year comparable period.

For the six months ended June 26, 2022, total costs and expenses were approximately $1.0 billion or 93.9% of total revenues, as compared to $935.3 million, or 91.1% of total revenues for the prior year comparable period.

The increases in total costs and expenses, as a percentage of revenues, were primarily due to the following:

Domestic Company-owned restaurant expenses were $142.0 million, or 82.9% of related revenues for the three months ended June 26, 2022, as compared to $154.3 million, or 78.7% of related revenues for the prior year comparable period.

For the six months ended June 26, 2022, Domestic Company-owned restaurant expenses were $303.7 million or 82.0% of related revenues, compared to expenses of $310.2 million or 78.9% of related revenues for the prior year comparable period.

The expenses, as a percentage of revenues, increased 4.2% and 3.2%, respectively, due to higher food cost attributable to rising commodity prices, which accelerated in the second quarter, and increased labor expense as staffing levels recover at a higher cost.

Our strategic pricing actions implemented in the first six months of 2022 helped reduce the impact of the underlying cost pressures.

North America commissary expenses were $204.5 million, or 93.2% of related revenues for the three months ended June 26, 2022, as compared to $172.2 million, or 92.3% of related revenues for the prior year comparable period.

For the six months ended June 26, 2022, North America commissary expenses were $401.6 million, or 93.6% of related revenues, compared to $342.9 million, or 92.3% of related revenues for the prior year comparable period.

The expenses, as a percentage of related revenues, increased 0.9% and 1.3%, respectively, primarily due to rising commodity prices, principally in cheese, proteins and wheat, and higher delivery cost.

International expenses were $19.2 million, or 60.2% of related revenues for the three months ended June 26, 2022, as compared to $21.4 million, or 57.0% of related revenues for the prior year comparable period.

For the six months ended June 26, 2022, International expenses were $39.2 million, or 58.8% of related revenues, compared to $41.0 million, or 56.8% of related revenues for the prior year comparable period.

The expenses as a percentage of related revenues, increased 3.2% and 2.0%, respectively, primarily due to higher commodity costs in the PJUK commissary.

Other expenses were $60.6 million, or 93.3% of related revenues for the three months ended June 26, 2022, as compared to $56.2 million, or 90.5% of related revenues for the prior year comparable period.

For the six months ended June 26, 2022, Other expenses were $121.2 million, or 93.0% of related revenues, compared to $112.1 million, or 90.0% of related revenues for the prior year comparable period.

The expenses as a percentage of related revenues, increased 2.8% and 2.9%

respectively, primarily due to timing of expenditures on technology platform initiatives to further enhance our digital capabilities and the customer experience.

General and administrative expenses (“G&A”) were $44.6 million, or 8.5% of revenues three months ended June 26, 2022, compared to $53.7 million, or 10.4% of revenues for the prior year comparable period.

For the six months ended June 26, 2022, G&A was $110.6 million, or 10.4% of revenues, compared to $103.7 million, or 10.1% of revenues for the prior year comparable periods.

For the three and six months ended June 26, 2022, G&A consisted of the following (in thousands):

Three Months Ended Six Months Ended

June 26, 2022 June 27, 2021 June 26, 2022 June 27, 2021

Administrative expenses (a) $ 42,889 $ 51,052 $ 88,979 $ 97,135

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General and administrative expenses $ 44,646 $ 53,698 $ 110,583 $ 103,709

(a) Administrative expenses were relatively flat for the first quarter of 2022 as compared to the prior year comparable period.

(b) Special items for the first quarter of 2022 include $14.6 million one-time, non-cash provisions on accounts receivable and notes receivable in connection with the conflict in Ukraine and related government actions.

See “Note 2” of “Notes to Condensed Consolidated Financial Statements” for further information.

We also recorded a $5.0 million charge associated with the Legal Settlement discussed in “Note 9” of “Notes to Condensed Consolidated Financial Statements” and within “Part 1.

Financial Statements.”

(c) Special items of $3.9 million for the first quarter of 2021 includes strategic reorganization costs associated with our new office in Atlanta which concluded in 2021.

Depreciation and amortization expense was $11.9 million, or 2.2% of revenues in the first quarter of 2022, compared to $12.9 million, or 2.5% of revenues for the first quarter of 2021.

(a) For both the three and six months ended June 26, 2022, Administrative expenses decreased $8.2 million compared to the prior year comparable periods primarily due to lower incentive compensation costs, partially offset by higher labor, travel, and occupancy cost associated with the re-opening of corporate headquarters in the first quarter of 2022.

(b) For the three months ended June 26, 2022, Special items include a $1.5 million charge related to advisory fees and severance costs associated with the transition of certain executives.

For the six months ended June 26, 2022, Special items include a one-time, non-cash provisions of $14.6 million on accounts receivable and notes receivable in connection with the conflict in Ukraine and related government actions, a charge of $5.0 million associated with a legal settlement.

See “Note 2” of “Notes to Condensed Consolidated Financial Statements” for further information regarding one-time, non-cash provision recorded in the first quarter of 2022 and see “Note 9” of “Notes to Condensed Consolidated Financial Statements” for further discussion regarding the legal settlement.

(c) For the three and six months ended June 27, 2021, Special items of $3.3 million and $7.2 million, respectively, include strategic reorganization costs associated with our new office in Atlanta which concluded at the end of 2021.

Depreciation and amortization expense was $12.7 million, or 2.4% of revenues three months ended June 26, 2022, compared to $12.5 million, or 2.4% of revenues for the prior year comparable period.

For the six months ended June 26, 2022, Depreciation and amortization expense was $24.7 million, or 2.3% of revenues, compared to$25.4 million, or 2.5% of revenues, for the prior year comparable periods.

Operating Income by Segment

Operating income decreased approximately $32.4 million for the three months ended March 27, 2022 compared to the prior year comparable period.

Operating income is summarized in the following table on a reporting segment basis.

Alongside the GAAP operating income data, we have included “adjusted” operating income to exclude Special items.

Special items impacting operating income for 2022 include an $8.4 million refranchising loss associated with the sale of our ownership interest in a joint venture including 90 restaurants, $2.8 million for the impairment of certain reacquired franchise rights and $14.6 million of reserves on certain accounts receivable and notes receivable resulting from the conflict in Ukraine and subsequent government actions, and $5.0 million for the Legal Settlement.

Special items impacting operating income for 2021 included strategic corporate reorganization costs associated with our new office in Atlanta, Georgia.

Operating income decreased $5.7 million to $38.9 million and decreased $38.2 million to $53.3 million for the three and six months ended June 26, 2022, respectively, compared to the prior year comparable periods.

The following table summarizes Operating income on a reporting segment basis.

Along with reported Operating Income, “Adjusted” Operating income, which excludes Special items, has been presented.

The reconciliation of GAAP to non-GAAP financial results, as well as the Special items, are included in “Items Impacting Comparability;

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Three Months Ended

(In thousands)

(In thousands) Reported

June 26, 2022 Special

in 2022 (a) Adjusted

June 26, 2022 Reported

June 27, 2021 Special

in 2021 (b) Adjusted

June 27, 2021 Adjusted

Domestic Company-owned restaurants $ 5,924 $ — $ 5,924 $ 15,361 $ — $ 15,361 $ (9,437)

2 unchanged sentences

International 7,306 — 7,306 8,683 — 8,683 (1,377)

All others 2,187 — 2,187 4,894 — 4,894 (2,707)

Unallocated corporate expenses (19,344) 1,507 (17,837) (24,617) 3,328 (21,289) 3,452

Elimination of intersegment losses (profits) (750) — (750) 20 — 20 (770)

The decrease in operating income, excluding Special items, of $5.5 million, or 10.9% for the first quarter of 2022 was primarily due to the following:

● Domestic Company-owned restaurants decreased $4.9 million for the first quarter of 2022 primarily due to higher commodities costs and labor initiatives.

● North America franchising increased $1.7 million for the first quarter of 2022, primarily due to higher comparable sales of 2.8% and higher equivalent units of 1.9%.

● North America commissaries were relatively flat for the first quarter of 2022 as higher revenues from pricing offset higher commodities costs.

● International decreased approximately $0.4 million for the first quarter of 2022, primarily due to higher commodity costs were partially offset by higher royalty revenue from increased comparable sales of 0.8% and higher equivalent units.

● All Others, which primarily includes our online and mobile ordering business and our marketing funds, decreased $2.4 million for the first quarter of 2022 primarily due to timing of expenditures for technology initiatives.

● Unallocated corporate expenses decreased approximately $1.0 million for the first quarter of 2021 primarily due to compensation costs and professional fees, partially offset by higher labor costs and costs related to corporate headquarters re-opening.

Total $ 38,904 $ 1,507 $ 40,411 $ 44,637 $ 3,328 $ 47,965 $ (7,554)

(a) For the three months ended June 26, 2022, Special items impacting Operating income include a charge of $1.5 million charge related to advisory fees and severance costs associated with the transition of certain executives.

(b) For the three months ended June 27, 2021, Special items impacted Operating income include a charge of $3.3 million related to strategic reorganization costs associated with our new office in Atlanta.

Six Months Ended

(In thousands) Reported

June 26, 2022 Special

in 2022 (a) Adjusted

June 26, 2022 Reported

June 27, 2021 Special

in 2021 (b) Adjusted

June 27, 2021 Adjusted

Domestic Company-owned restaurants $ 7,912 $ 8,412 $ 16,324 $ 30,685 $ — $ 30,685 $ (14,361)

North America franchising 64,761 — 64,761 60,961 — 60,961 3,800

North America commissaries 20,292 — 20,292 19,491 — 19,491 801

International 11,761 3,515 15,276 17,047 — 17,047 (1,771)

All others 5,906 — 5,906 11,012 — 11,012 (5,106)

Unallocated corporate expenses (56,454) 20,376 (36,078) (47,779) 7,211 (40,568) 4,490

Elimination of intersegment losses (profits) (839) — (839) 82 — 82 (921)

Total $ 53,339 $ 32,303 $ 85,642 $ 91,499 $ 7,211 $ 98,710 $ (13,068)

(a) For the six months ended June 26, 2022, Special items impacting Operating income include a one-time, non-cash provisions of $14.6 million on accounts receivable and notes receivable in connection with the conflict in Ukraine and related government actions, a charge of $5.0 million associated with a legal settlement an $8.4 million refranchising loss associated with the sale of our ownership interest in a joint venture including 90-restaurants, $2.8 million for the impairment of certain reacquired franchise rights and a charge of $1.5 million charge related to advisory fees and severance costs associated with the transition of certain executives.

(b) For the six months ended June 27, 2021, Special items impacting Operating income include a charge of $7.2 million related to strategic reorganization costs associated with our new office in Atlanta which concluded at the end of 2021.

Excluding the impact of special items, Operating income decreased $7.6 million, or 15.7% and $13.1 million, or 13.2% for the three and six month ended June 26, 2022, respectively.

These decreases were primarily due to the following:

• Domestic Company-owned restaurants decreased $9.4 million and $14.4 million for the three and six months ended June 26, 2022, respectively.

Excluding the impact of the Company refranchising its 51% ownership in a 90-restaurant consolidated joint venture in the second quarter, Domestic Company-owned restaurants decreased $6.8 million and $11.7 million primarily due to higher commodity and labor cost, partially offset by higher revenues related to strategic pricing actions from higher equivalent units.

• North America franchising increased $2.1 million and $3.8 million for the three and six months ended June 26, 2022, respectively.

Excluding the impact of the above mentioned refranchising, North America franchising increased $1.2 million and $2.9 million primarily due to positive comparable sales of 1.4% and 2.1% for three and six months ended June 26, 2022, respectively.

• North America commissaries increased $1.2 million and $0.8 million for the three and six months ended June 26, 2022, respectively, primarily due to higher pricing as a result of increased underlying costs associated with commodity price increases, partially offset by lower volumes

• International decreased $1.4 million and $1.8 million for the three and six months ended June 26, 2022, respectively, primarily due to lower United Kingdom ("PJUK") commissary revenues and royalties attributed to lower comparable sales, which declined 8.0% and 3.6%, for the three and six months ended June 26, 2022, respectively.

• All Others, which primarily includes our online and mobile ordering business and our marketing funds, decreased $2.7 million and $5.1 million for the three and six months ended June 26, 2022 compared to the prior year comparable periods primarily due to timing of expenditures for technology support initiatives.

• Unallocated corporate expenses decreased $3.5 million and $4.5 million for the three and six months ended June 26, 2022, respectively.

The decrease for the six months ended June 26, 2022, compared to prior year

comparable period primarily due to lower incentive compensation costs, partially offset by higher labor, travel, and occupancy cost associated with the re-opening of corporate headquarters in the first quarter of 2022.

Refranchising and Impairment loss

In the first quarter of 2022, the Company recorded a one-time, non-cash refranchising and impairment loss of $11.2 million.

On March 28, 2022, we refranchised our 51% ownership interest in a 90-restaurant consolidated joint venture between Papa Johns and Blue and Silver Ventures, Ltd in Texas for cash proceeds of $14.0 million, net of transaction costs.

The assets and liabilities associated with the joint venture are classified as held for sale in the Condensed Consolidated Balance Sheet as of March 27, 2022 and we recorded a one-time, non-cash charge of $8.4 million in the first quarter.

On March 28, 2022, we refranchised our 51 percent ownership interest in a 90-restaurant consolidated joint venture between Papa Johns and Blue and Silver Ventures in Texas for cash proceeds of $14.0 million, net of transaction costs.

We recorded a one-time, non-cash charge of $8.4 million in the first quarter related to the divestiture.

The Company also recorded an impairment loss of $2.8 million for reacquired franchise rights due to the financial and operational impact of the conflict in Ukraine and government actions taken in response to that conflict, including, but not limited to, international sanctions.

Net Interest Expense

Net interest expense increased $0.6 million for the first quarter of 2022 due to higher average outstanding debt on our revolving credit facility.

Total debt outstanding was $537.0 million and $490.0 million as of March 27, 2022 and December 26, 2021, respectively.

Net interest expense increased $2.4 million, or 66.7%, and $3.0 million, or 41.8% for three and six months ended June 26, 2022, respectively due to higher average outstanding debt on our revolving credit facility.

Total debt outstanding was $545 million and $490 million as of June 26, 2022 and December 26, 2021, respectively.

Income Before Income Taxes

For the reasons discussed above, income before income taxes decreased approximately $33.0 million for the first quarter of 2022 over the first quarter of 2021.

Income Tax (Benefit) Expense

The effective income tax rate was negative 12.3% for the three months ended March 27, 2022 compared to 18.4% for the prior year comparable period.

The decrease in the effective rate was caused by higher excess tax benefits generated by stock option exercises and vesting of restricted shares along with a decrease in pre-tax income attributable to the establishment of reserves for receivables discussed in “Note 2”, the Legal Settlement discussed in “Note 9” and the impairments discussed in “Note 10” of the “Notes to Condensed Consolidated Financial Statements”.

Quarter Ended

March 27, 2022

March 28, 2021

For the reasons discussed above, income before income taxes decreased approximately $8.2 million, or 19.9%, and $41.2 million, or 48.9%, for the three and six months ended June 26, 2022, respectively, over the prior year comparable periods.

Income Tax Expense

Our effective income tax rates were 21.6% and 13.6% for three and six months ended June 26, 2022 compared to 18.0% and 18.2% for the prior year comparable periods.

The decrease in the effective rate for the six months ended June 26, 2022 was caused by higher excess tax benefits generated by stock option exercises and vesting of restricted shares in addition to an overall decrease in pre-tax income.

Quarter Ended Six Months Ended

June 26, 2022 June 27, 2021 June 26, 2022 June 27, 2021

Income before income taxes $32,823 $40,988 $42,995 $84,203

Income tax (benefit) expense

Income tax expense $7,093 $7,398 $5,838 $15,330

Effective tax rate 21.6% 18.0% 13.6% 18.2%

Diluted Earnings Per Common Share

Diluted earnings per common share was $0.29 for the first quarter of 2022, compared to diluted earnings per share of $0.82 in the first quarter of 2021, a decrease of $0.53.

Excluding Special items, adjusted diluted earnings per common share was $0.95 for the first quarter of 2022, compared to adjusted diluted earnings per common share of $0.91 in the first quarter of 2021, an increase of $0.04.

Diluted earnings per common share for the three months ended March 27, 2022 included Special items of $23.9 million, net of tax, related to refranchising losses associated with the divestiture of our controlling interest in a 90 restaurant joint venture, impairment losses of certain loans and reacquired franchised rights, and the Legal Settlement.

Diluted Earnings (Loss) Per Common Share

Diluted earnings per common share was $0.70 for the three months ended June 26, 2022, compared to diluted loss per common share of $(2.30) in the prior year comparable period.

For the six months ended June 26, 2022, diluted earnings per common share was $0.99, compared to diluted loss per common share of $(1.47) for the prior year comparable period.

Excluding the impact of Special items, adjusted diluted earnings per common share were $0.74 and $1.69 for the three and six months ended June 26, 2022, respectively, compared to adjusted diluted earnings per common share of $0.93 and $1.94 for the prior year comparable periods.

Diluted earnings per common share for the six months ended June 26, 2022 included Special items of $25.0 million, net of tax, primarily related to refranchising losses associated with the divestiture of our controlling interest in the joint venture with Blue and Silver Ventures, impairment losses of certain loans and reacquired franchised rights, and the Legal Settlement.

Diluted earnings per common share for the six months ended June 27, 2021 included Special items of $115.4 million, net of tax, primarily due to reorganization costs and the reduction in net income attributable to common shareholders related to the repurchase and conversion of all shares of the Company's former Series B Convertible Preferred Stock ("Series B Preferred Stock") in May 2021.

These reductions reflect the excess of the one-time cash payment over the carrying value of the Series B Preferred Stock.

See “Items Impacting Comparability;

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Impact of Inflation

Given the accelerating inflationary environment and short-term commodity volatility experienced in the first quarter of 2022, there have been and may continue to be increases in food costs and labor costs which have and could further impact our profitability.

Factors such as inflation, increased food costs, increased labor and employee health and benefit costs, increased rent costs and increased energy costs have and may continue to adversely affect our operating costs and

profitability.

Severe increases in inflation could affect the global and U.S.

Given the accelerating inflationary environment and short-term commodity volatility experienced in the three and six months ended June 26, 2022, there have been and may continue to be increases in food costs and labor costs which have and could further impact our profitability.

Inflationary factors such as increased food costs, increased labor and employee health and benefit costs, increased rent costs and increased energy costs have and may continue to adversely affect our operating costs and profitability.

Severe sustained increases in inflation could affect the global and U.S.

economies and could have an adverse impact on our business, financial condition and results of operations.

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See “Note 2”, “Note 9”, and “Note 10” of “Notes to Condensed Consolidated Financial Statements,” for additional information about the Special items.

Three Months Ended

(In thousands, except per share amounts)

Three Months Ended Six Months Ended

(In thousands, except per share amounts) June 26,

2022 June 27,

2021 June 26,

2022 June 27,

GAAP operating income $ 38,904 $ 44,637 $ 53,339 $ 91,499

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Strategic corporate reorganization costs (3)

— 3,328 — 7,211

Other costs (4) 1,507 — 1,507 —

Adjusted operating income $ 40,411 $ 47,965 $ 85,642 $ 98,710

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Strategic corporate reorganization costs (3)

— 3,328 — 7,211

Other costs (4) 1,507 — 1,507 —

Repurchase and conversion of Series B Preferred Stock — 109,852 — 109,852

Tax effect of Non-GAAP adjustment on special items (4)

(339) (745) (7,269) (1,615)

Adjusted net income attributable to common shareholders $ 26,408 $ 32,537 $ 60,727 $ 65,906

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Strategic corporate reorganization costs (3)

— 0.10 — 0.22

Other costs (4) 0.05 — 0.04 —

Repurchase and conversion of Series B Preferred Stock — 3.15 — 3.23

Tax effect of Non-GAAP adjustment on special items (5)

(0.01) (0.02) (0.20) (0.04)

Adjusted diluted earnings per common share $ 0.74 $ 0.93 $ 1.69 $ 1.94

(Note) The above table does not include the impact of allocation of undistributed earnings to participating securities for Special items.

(1) Includes on a pre-tax basis (a) a one-time, non-cash charge of $8.4 million ($0.23 loss per diluted share) associated with the refranchising of the Company’s majority stake in a 90 restaurant joint venture, recorded as Refranchising and impairment loss;

and (b) $17.4 million ($0.48 loss per diluted share) in one-time, non-cash expense related to the reserve of certain loans and impairment of reacquired franchised rights resulting from the conflict in Ukraine and subsequent international government actions and sanctions, which were recorded as Refranchising and impairment loss of $2.8 million and General and administrative expenses of $14.6 million .

(1) Includes on a pre-tax basis (a) a one-time, non-cash charge of $8.4 million ($0.23 loss per diluted share) associated with the refranchising of the Company’s controlling interest in the 90-restaurant joint venture, recorded as Refranchising and impairment loss;

and (b) $17.4 million ($0.48 million loss per diluted share) in one-time, non-cash expense related to the reserve of certain loans and impairment of reacquired franchised rights related to the reserve of certain loans and impairment of reacquired franchised rights related to the conflict in Ukraine and subsequent international government actions and sanctions, which were recorded as Refranchising and impairment loss of $2.8 million and General and administrative expenses of $14.6 million.

(2) Represents an accrual of the Legal Settlement, recorded in General and administrative expenses.

(3) Represents strategic corporate reorganization costs associated with our new office in Atlanta, Georgia.

(4) The tax effect for Special items included in the Reconciliation of Non-GAAP Financial Measures was calculated by applying the marginal tax rate of 22.5% for the three months ended March 27, 2022 and March 28, 2021.

(4) Other costs of $1.5 million for the second quarter of 2022 include advisory fees and severance costs associated with the transition of certain executives.

(5) The tax effect for Special items was calculated by applying the marginal tax rate of 22.5% and 22.4% for the three and six months ended June 26, 2022 and June 27, 2021, respectively.

The 2022 non-GAAP adjusted results shown above and within this document, which exclude Special items, should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s GAAP results.

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Liquidity and Capital Resources

The table below summarizes our cash flows from continuing operations for the three months ended March 27, 2022 and March 28, 2021:

Three Months Ended

The table below summarizes our cash flows from continuing operations for the six months ended June 26, 2022 and June 27, 2021:

Six Months Ended

2022 June 27,

Total cash provided by (used in):

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Operating Activities

Cash flow provided by operating activities was $25.4 million for the first quarter of 2022 compared to $63.2 million in the first quarter of 2021.

The decrease of $37.8 million was primarily due to unfavorable working capital changes;

principally a decrease of $19.7 million due to the timing of payments associated within accrued expenses and other current liabilities and $15.8 million in accounts receivable related to the timing of cash receipts in the prior year.

Cash flow provided by operating activities was $45.6 million for the six months ended June 26, 2022 compared to $128.0 million for the corresponding period of 2021.

The decrease of $82.4 million was primarily reflects lower cash flow from operating activities as a result of overall business performance, lower accrued expenses, and the impact of timing of certain marketing payments.

Investing Activities

Cash flow used in investing activities was $8.3 million for the first quarter of 2022 compared to $6.3 million in the first quarter of 2021, or an increase of $2.0 million.

The increase in cash flow used in investing activities was primarily due to an increase in capital expenditures.

Cash flow used in investing activities was $12.5 million for the six months ended June 26, 2022 compared to $19.5 million for the same period in 2021, or a decrease of $6.9 million.

The decrease in cash flow used in investing activities was primarily due to an increase in capital expenditures, partly offset by $14.0 million in proceeds, net of transaction costs, from the impact of refranchising 90-restaurants in the first quarter of 2022.

Our capital expenditures consisted primarily of capital investments for existing stores, new store locations and capital expenditures for strategic initiatives.

We estimate that our capital expenditures during 2022 will be approximately $85.0 million.

We estimate that our capital expenditures during 2022 will be approximately $75 million to $85 million.

This estimate includes the acquisition of sites and construction costs for new Company-owned stores that have opened or that we expect to open during 2022.

We intend to fund our capital expenditures with cash generated by operations and borrowings under our PJI Revolving Facility, as necessary.

We intend to fund our capital expenditures with cash generated by operations and borrowings under our senior secured revolving credit facility with an aggregate available principal amount of the $600 million (the "PJI Revolving Facility"), as necessary.

Financing Activities

Cash flow used in financing activities was $6.8 million for the first quarter of 2022 compared to $16.1 million in the first quarter of 2021.

The decrease of $9.3 million in cash flow used in financing activities reflects increased borrowings on the PJI Revolving Facility during the first quarter of 2022, partially offset by increased repurchases of Company common stock.

Our outstanding debt as of March 27, 2022 was $537.0 million, which was comprised of $400.0 million outstanding under the Notes and $137.0 million under the PJI Revolving Facility.

Remaining availability under the PJI Revolving Facility was approximately $463.0 million as of March 27, 2022.

Our Amended Credit Agreement contains affirmative and negative covenants that, among other things, require customary reporting obligations and restrict, subject to certain exceptions, the incurrence of additional indebtedness and liens, the consummation of certain mergers, consolidations, sales of assets and similar transactions, the making of investments, equity distributions and other restricted payments, and transactions with affiliates.

The Company is also subject to certain

financial covenants, as shown in the following table, that could restrict or impose constraints on the liquidity of our business:

Actual Ratio as of

Permitted Ratio

March 27, 2022

Leverage ratio

Not to exceed 5.25 to 1.0

Interest coverage ratio

Not less than 2.00 to 1.0

Cash flow used in financing activities was $50.7 million the six months ended June 26, 2022 compared to $142.9 million for the same period of 2021.

The decrease of $92.2 million in cash flow used in financing activities reflects payment of cash consideration for the repurchase and conversion of all of the Company’s Series B Preferred Stock outstanding in 2021, offset by increased repurchases of Company common stock and a decrease in proceeds from our revolving credit facility.

Our outstanding debt as of June 26, 2022 was $545.0 million, which was comprised of $400.0 million outstanding under our 3.875% senior notes (the "Notes") and $145.0 million under the PJI Revolving Facility.

Remaining availability under the PJI Revolving Facility was approximately $455.0 million as of June 26, 2022.

Our amended and restated credit agreement, dated September 14, 2021 (the "Amended Credit Agreement") contains affirmative and negative covenants that, among other things, require customary reporting obligations and restrict, subject to certain exceptions, the occurrence of additional indebtedness and liens, the consummation of certain mergers, consolidations, sales of assets and similar transactions, the making of investments, equity distributions and other restricted payments, and transactions with affiliates.

The Company is also subject to certain financial covenants, as shown in the following table, that could restrict or impose constraints on the liquidity of our business:

Permitted Ratio Actual Ratio as of June 26, 2022

Leverage ratio Not to exceed 5.25 to 1.0 2.3 to 1.0

Interest coverage ratio Not less than 2.00 to 1.0 4.5 to 1.0

Our leverage ratio is defined as outstanding debt divided by consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the most recent four fiscal quarters.

Our interest coverage ratio is defined as the sum of consolidated EBITDA and consolidated rental expense for the most recent four fiscal quarters divided by the sum of consolidated interest expense and consolidated rental expense for the most recent four fiscal quarters.

We were in compliance with all financial covenants as of March 27, 2022.

We were in compliance with all financial covenants as of June 26, 2022.

In addition, the Indenture governing the Notes contains customary covenants that, among other things and subject to certain exceptions, limit our ability and the ability of certain of our subsidiaries to:

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Bank National Association, as lender.

There was no debt outstanding under the PJMF Revolving Facility as of March 27, 2022 or December 26, 2021.

There was no debt outstanding under the PJMF Revolving Facility as of June 26, 2022 or December 26, 2021.

The PJMF operating results and the related debt outstanding do not impact the financial covenants under the Amended Credit Agreement .

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The share repurchase program operated alongside our previous $75.0 million share repurchase authorization, which began on November 4, 2020 and expired on December 26, 2021.

The following table summarizes our repurchase activity for the three months ended March 27, 2022 and March 28, 2021:

Maximum Dollar

The following table summarizes our repurchase activity under these programs for the three and six months ended June 26, 2022 and June 27, 2021:

(in thousands, except average price per share) Total

Purchased Average

Share Aggregate

Purchased Maximum Dollar

Value of Shares

that May Yet Be

(in thousands, except average price per share)

Purchased Under the

Plans or Programs

Three Months Ended

June 26, 2022 452 $ 94.56 $ 42,762 $ 349,329

June 27, 2021 68 $ 101.21 $ 6,921 $ 64,110

(in thousands, except average price per share) Total

Purchased Average

Share Aggregate

Purchased Maximum Dollar

Value of Shares

that May Yet Be

Purchased Under the

Plans or Programs

March 27, 2022

March 28, 2021

Subsequent to March 27, 2022, we acquired an additional 223,000 shares at an aggregate cost of $23.0 million.

Approximately $369.1 million remained available under the Company’s share repurchase program as of April 29, 2022.

Six Months Ended

June 26, 2022 753 $ 100.23 $ 75,471 $ 349,329

June 27, 2021 83 $ 98.23 $ 8,188 $ 64,110

Subsequent to June 26, 2022, we acquired an additional 229,000 shares at an aggregate cost of $19.5 million.

Approximately $329.8 million re mained available under the Company’s share repurchase program as of July 29, 2022.

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.

The Company recorded dividends of approximately $12.6 million ($0.35 per share) in the first quarter of 2022.

On April 26, 2022, our Board of Directors declared a second quarter dividend of $0.35 per common share, approximately $12.6 million in the aggregate, which will be paid on May 27, 2022 to stockholders of record as of the close of business on May 16, 2022.

The Company recorded dividends of approximately $25.1 million ($0.70 per share) for the six months ended June 26, 2022.

On August 2, 2022, our Board of Directors declared a second quarter dividend of $0.42 per common share (approximately $14.9 million in the aggregate), which will be paid on August 26, 2022 to stockholders of record as of the close of business on August 15, 2022.

The declaration and payment of any future dividends will be at the discretion of our Board of Directors.

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Non-GAAP Measures” for a discussion of free cash flow.

The Company’s free cash flow was as follows for the first quarter of 2022 and 2021 (in thousands):

Three Months Ended

The Company’s free cash flow was as follows for the six-months periods of 2022 and 2021 (in thousands):

Six Months Ended

2022 June 27,

Net cash provided by operating activities $ 45,585 $ 128,030

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Certain matters discussed in this Quarterly Report on Form 10-Q 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,” “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, the financial impact of the temporary business opportunities, disruptions and temporary changes in demand we are experiencing related to the current outbreak of the coronavirus pandemic and the related restrictions, commodity costs, currency fluctuations, profit margins, unit growth, unit level performance, capital expenditures, restaurant and franchise development, the duration of changes in consumer behavior caused by the pandemic, labor shortages, inflation, royalty relief, the effectiveness of our menu innovations and other business initiatives, marketing efforts, liquidity, compliance with debt covenants, impairments, strategic decisions and actions, dividends, effective tax rates, regulatory changes and impacts, adoption of new accounting standards, and other financial and operational measures.

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.

inflation, royalty relief, the effectiveness of our menu innovations and other business initiatives, marketing efforts, liquidity, compliance with debt covenants, impairments, strategic decisions and actions, dividends, effective tax rates, regulatory changes and impacts, 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.

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• the ability of the Company to manage labor shortages at Company and/or franchised stores and our quality control centers;

● increases in labor costs, food costs or sustained higher other operating costs, including as a result of supply chain disruption and inflation;

• increases in labor costs, food costs or sustained higher other operating costs, including as a result of supply chain disruption, inflation or climate change;

• the potential for delayed new store openings, both domestically and internationally;

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– Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 26, 2021 and “Part II.

– Risk Factors” in this Quarterly Report on Form 10-Q, as well as subsequent filings.

– Risk Factors” in our Quarterly Report on Form 10-Q for the quarter end March 27, 2022, as well as subsequent filings.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis