UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One) |
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended December 31, 2006 |
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OR
o |
Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from _______________ to _________________ |
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Commission File Number: 0-21660
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
PAPA JOHNS INTERNATIONAL, INC.
2002 Papa Johns Boulevard
Louisville, Kentucky 40299-2334
(502) 261-7272
Papa Johns International, Inc. 401(k) Plan
Financial Statements and Schedule
Years ended December 31, 2006 and 2005
Contents
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1 |
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2 |
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Financial Statements: |
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3 |
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4 |
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5 |
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Schedule H, Line 4iSchedule of Assets (Held At End of Year) |
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15 |
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16 |
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17 |
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18 |
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19 |
Report of Independent Registered Public Accounting Firm
401(k) Plan Committee
Papa Johns International, Inc. 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of the Papa Johns International, Inc. 401(k) Plan (the Plan) as of December 31, 2006, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006, and the changes in net assets available for benefits for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary schedule of assets (held at end of year) as of December 31, 2006, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary schedule is the responsibility of the Plans management. The supplementary schedule has been subjected to auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Mountjoy & Bressler, LLP
Louisville, Kentucky
June 27, 2007
1
Report of Independent Registered Public Accounting Firm
401(k) Plan Committee
Papa Johns International, Inc.
We have audited the accompanying statement of net assets available for benefits of the Papa Johns International, Inc. 401(k) Plan (the Plan) as of December 31, 2005, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005, and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
June 16, 2006
Louisville, Kentucky
2
Papa Johns International, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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Assets |
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Investments at fair value: |
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Papa Johns International, Inc. common stock |
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$ |
1,286,192 |
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$ |
1,300,549 |
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Mutual funds |
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7,770,990 |
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15,371,046 |
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Pooled separate accounts |
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11,522,635 |
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Common collective trust |
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1,397,305 |
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Guaranteed investment contract |
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2,267,505 |
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Interest bearing cash |
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66,144 |
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Participant loans |
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752,740 |
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794,571 |
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Total investments |
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22,729,862 |
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19,799,815 |
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Receivables: |
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Contributions: |
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Participants |
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34,879 |
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Employer |
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418,582 |
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327,417 |
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Total receivables |
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418,582 |
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362,296 |
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Total assets at fair value |
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23,148,444 |
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20,162,111 |
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Liabilities |
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Excess contributions refundable to participants |
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377,189 |
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187,274 |
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Net assets available for benefits at fair value |
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22,771,255 |
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19,974,837 |
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Adjustments from fair value to contract value for fully |
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benefit-responsive investment contracts |
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22,179 |
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Net assets available for benefits |
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$ |
22,793,434 |
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$ |
19,974,837 |
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See accompanying independent auditors reports and notes to the financial statements.
3
Papa Johns International, Inc. 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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Additions: |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
2,394,495 |
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$ |
1,093,325 |
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Interest and dividend income |
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148,135 |
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636,036 |
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Total investment income |
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2,542,630 |
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1,729,361 |
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Contributions: |
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Participants |
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2,160,880 |
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1,897,565 |
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Rollover |
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132,793 |
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134,007 |
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Employer |
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324,171 |
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327,417 |
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Total contributions |
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2,617,844 |
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2,358,989 |
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Deductions: |
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Benefits paid to participants |
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(2,333,368 |
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(1,936,642 |
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Administrative fees |
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(8,509 |
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(13,050 |
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Net increase |
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2,818,597 |
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2,138,658 |
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Net assets available for benefits at beginning of year |
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19,974,837 |
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17,836,179 |
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Net assets available for benefits at end of year |
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$ |
22,793,434 |
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$ |
19,974,837 |
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See accompanying independent auditors reports and notes to the financial statements.
4
Papa Johns International, Inc. 401(k) Plan
1. Description of Plan
The following description of the Papa Johns International, Inc. 401(k) Plan (the Plan) provides general information. Participants should refer to the Summary Plan Description for a more complete description of the Plans provisions.
Papa Johns International, Inc. (the Company) established the Plan on October 1, 1995. The Plan is a defined contribution plan available to all employees of the Company and its subsidiaries, who have attained the age of twenty-one, completed one year of service and who work at least 1,000 hours annually. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.
During 2005, participants could voluntarily elect to contribute from 1 to 20 percent of annual eligible wages to their accounts within the Plan. Beginning March 1, 2006, participants could voluntarily elect to contribute from 1 to 75 percent of annual eligible wages to their accounts within the Plan. Participant contributions are subject to Internal Revenue Code limits. The Company may, at its discretion, make matching or profit sharing contributions to the Plan. During 2006 and 2005, the Company contributed, to participants actively employed on the last day of the plan year, an amount equal to 25 cents for every dollar contributed by the participants up to a maximum of the first 6 percent of the participants eligible compensation contributed to the Plan. Beginning in 2007, the Company elected to increase the discretionary contribution to 35 cents for every dollar contributed by the participants up to a maximum of the first 6 percent of the participants eligible compensation contributed to the Plan.
All contributions are allocated at the direction of the participant among selected investment funds. Each funds investment income or loss, less any investment management fee, is allocated to participants accounts based on their proportionate interest in the fund. The value of participants accounts will fluctuate with the market value of the securities in which the fund is invested.
5
Participant contributions and the earnings on those contributions are immediately vested to the participant. Company discretionary contributions vest subject to a five-year graded vesting schedule. In order to receive vesting credit in a Plan year, a participant must have had at least 1,000 hours of service in the Plan year.
Vested account balances are payable upon retirement, death or disability, termination of employment, or earlier for hardship reasons.
Eligible participants may borrow from their accounts a minimum loan amount of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. The loans are secured by the balance in the participants account and bear interest at a fixed rate equal to the prevailing market rate at the time of the loan.
Forfeited balances of terminated participants non-vested accounts are used to reduce future Company contributions. Forfeited amounts approximated $14,000 and $17,000 at December 31, 2006 and 2005, respectively.
Certain Plan professional expenses are paid directly by the Company.
6
2. Significant Accounting Policies
The financial statements of the Plan are prepared on the accrual basis of accounting.
The Plan adopted Financial Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), for the 2006 plan year. The FSP requires the investment contracts held by a defined-contribution plan to be reported at fair value, even though contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis and were not affected by the adoption of the FSP. The adoption of the FSP did not impact the amount of net assets available for benefits at December 31, 2006 and 2005.
Papa Johns International, Inc. common stock is stated at fair value as determined by the last reported sales price on the last business day of the plan year. Mutual funds and funds held in pooled separate accounts are stated at fair value as determined by quoted market prices on the last business day of the plan year. Outstanding participant loan balances are stated at cost, which approximates fair value.
The Plans investment options include a stable value fund with Principal, which is a benefit-responsive investment contract, held in a common collective trust fund. The stable value fund invests in conventional and synthetic guaranteed investment contracts (GICs) issued by life insurance companies, banks and other financial institutions with excess cash invested in cash equivalents. The stable value fund allows for earnings stability regardless of the volatility of the financial markets and is recorded in the accompanying financial statements at fair value. Fair value represents quoted market prices for synthetic GICs, while the fair value of conventional GICs is determined using a discounted cash flow methodology where the individual contract cash flows are discounted at the prevailing interpolated yield curve rate as of December 31, 2006. The crediting interest rate for the stable value fund averaged 4.8% during 2006 and the market interest rate was 5.3%.
7
The Plans investment options included a conventional GIC with MetLife until the time of the transfer to Principal. The contributions were maintained in a general account and the account was credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The average yield and crediting interest rate on such investments was 4.2% in both 2006 and 2005. The crediting interest rate changed annually and was based on an agreed upon formula with the issuer. The GIC is recorded at contract value, which approximated fair value, at December 31, 2005, in the accompanying financial statements. Participants directed the withdrawal or transfer of all or a portion of their investment at contract value. At the time of transfer to Principal, the Plan was charged approximately $89,000 in prepayment penalties, which is included as a reduction in net appreciation in fair value of investments.
Contributions from participants are recorded when the Company makes payroll deductions. Discretionary employer contributions are determined, funded and recorded annually. Contributions receivable represent amounts not yet deposited into the participants individual accounts.
The Plan is subject to certain limits for highly-compensated participants as defined by the Internal Revenue Code (the IRC). Calculations performed subsequent to the Plan year-end indicated excess contributions refundable to participants of $377,189 and $187,274 as of December 31, 2006 and 2005, respectively.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plans management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
8
3. Investments
The Plans investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value during the years as follows:
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2006 |
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2005 |
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Common stock |
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$ |
(29,180 |
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$ |
518,424 |
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Mutual funds |
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1,520,225 |
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477,425 |
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Pooled separate accounts |
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933,729 |
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Guaranteed investment contract |
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(45,316 |
) |
97,476 |
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Common collective trust |
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15,037 |
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$ |
2,394,495 |
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$ |
1,093,325 |
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9
Individual investments that represent 5% or more of the fair value of the Plans net assets are as follows:
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December 31, |
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December 31, |
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|
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2006 |
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2005 |
|
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Common stock: |
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|
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|
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Papa Johns International, Inc. |
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$ |
1,286,192 |
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$ |
1,300,549 |
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Mutual funds: |
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Neuberg Berman Partners Advantage Fund |
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4,674,413 |
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American Funds Growth Fund of America |
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2,224,229 |
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Davis New York Venture Fund |
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3,176,102 |
|
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Janus Adviser Mid Cap Growth Fund |
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|
|
2,473,662 |
|
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Harris Associates - Oakmark International Fund II |
|
|
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1,631,464 |
|
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American Beacon Small Cap Value Fund |
|
|
|
1,618,756 |
|
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American Funds Growth Fund of America |
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1,260,604 |
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Harris Associates - Oakmark Equity and Income Fund II |
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|
1,222,645 |
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Henssler Equity Fund |
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1,141,470 |
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Pooled separate accounts: |
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Principal LifeTime 2030 Separate Account |
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1,571,429 |
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Principal Mid-Cap Growth II Separate Account |
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2,767,268 |
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Principal Small Company Value Separate Account |
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1,708,583 |
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Principal Diversified International Separate Account |
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2,491,381 |
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Common collective trust: |
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Principal Stable Value Fund |
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1,397,305 |
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MetLife Guaranteed Investment Contract |
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2,267,505 |
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10
4. Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated March 3, 2005 stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to the determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
5. Transactions with Parties-in-Interest
Transactions in shares of Papa Johns International, Inc. (Papa Johns) common stock qualify as allowable party-in-interest transactions under the provisions of ERISA. The Plan held $1,286,192 and $1,300,549 of Papa Johns common stock at December 31, 2006 and 2005, respectively.
At December 31, 2006, the Plan held units in various pooled separate accounts and a stable value fund of Principal, the Plan custodian. At December 31, 2005, the Plan held units in a guaranteed investment contract of MetLife, the Plan custodian during 2005. These transactions qualify as allowable party-in-interest transactions under the provisions of ERISA.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.
11
7. Reconciliation to the Form 5500
The following is a reconciliation of net assets available for benefits from the Form 5500, Annual Return/Report of Employee Benefit Plan (Form 5500), which is filed with the Department of Labor, to the financial statements:
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December 31, |
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December 31, |
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2006 |
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2005 |
|
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|
|
|
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Net assets available for benefits per Form 5500 |
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$ |
23,148,444 |
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$ |
19,799,815 |
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Contributions receivable from participants |
|
|
|
34,879 |
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Contributions receivable from employer |
|
|
|
327,417 |
|
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Excess contributions refundable to participants |
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(377,189 |
) |
(187,274 |
) |
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Adjustments from
fair value to contract value for |
|
22,179 |
|
|
|
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Net assets available for benefits per the financial statements |
|
$ |
22,793,434 |
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$ |
19,974,837 |
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The following is a reconciliation of investment income from the Form 5500 to the financial statements:
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December 31, |
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December 31, |
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|
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2006 |
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2005 |
|
||
|
|
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Total investment income per the Form 5500 |
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$ |
2,520,451 |
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$ |
1,729,361 |
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Adjustments from
fair value to contract value for fully |
|
22,179 |
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|
|
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Total investment income per the financial statements |
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$ |
2,542,630 |
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$ |
1,729,361 |
|
12
The following is a reconciliation of contributions from the Form 5500 to the financial statements:
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December 31, |
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December 31, |
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|
|
2006 |
|
2005 |
|
||
|
|
|
|
|
|
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Total contributions per the Form 5500 |
|
$ |
3,357,329 |
|
$ |
2,183,967 |
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Contributions receivable from participants at December 31, 2005 |
|
(34,879 |
) |
34,879 |
|
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Contributions receivable from employer at December 31, 2005 |
|
(327,417 |
) |
327,417 |
|
||
Excess contributions refundable to participants |
|
(377,189 |
) |
(187,274 |
) |
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Total contributions per the financial statements |
|
$ |
2,617,844 |
|
$ |
2,358,989 |
|
The following is a reconciliation of benefits paid to participants from the Form 5500 to the financial statements:
|
|
December 31, |
|
December 31, |
|
||
|
|
2006 |
|
2005 |
|
||
|
|
|
|
|
|
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Total benefits paid to participants per the Form 5500 |
|
$ |
2,520,642 |
|
$ |
1,936,642 |
|
Excess contributions refunded to participants |
|
(187,274 |
) |
|
|
||
Total benefits paid to participants per the financial statements |
|
$ |
2,333,368 |
|
$ |
1,936,642 |
|
13
Papa Johns International, Inc. 401(k) Plan
EIN: 61-1203323, Plan Number: 001
Schedule H, Line 4i-Schedule of Assets
(Held At End of Year)
December 31, 2006
Identity of Issuer, Borrower, |
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Description of |
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Shares Held or |
|
Current |
|
|
|
|
|
|
|
Common stock: |
|
|
|
|
|
|
*Papa Johns International, Inc |
|
Common Stock |
|
44,336 shares |
|
$ 1,286,192 |
|
|
|
|
|
|
|
Mutual funds: |
|
|
|
|
|
|
Neuberger Berman |
|
Partners Advantage Fund |
|
224,731 shares |
|
4,674,413 |
American Funds |
|
Growth Fund of America |
|
68,543 shares |
|
2,224,229 |
Fidelity |
|
Advantage High Income Advantage Fund |
|
61,089 shares |
|
645,096 |
Fidelity |
|
Advantage Equity Income Fund |
|
7,196 shares |
|
227,252 |
|
|
|
|
|
|
7,770,990 |
Pooled separate accounts: |
|
|
|
|
|
|
*Principal |
|
Mid-Cap Growth II Separate Account |
|
68,700 shares |
|
2,767,268 |
*Principal |
|
Diversified International Separate Account |
|
42,883 shares |
|
2,491,381 |
*Principal |
|
Small Company Value Separate Account |
|
39,876 shares |
|
1,708,583 |
*Principal |
|
LifeTime 2030 Separate Account |
|
101,781 shares |
|
1,571,429 |
*Principal |
|
Bond & Mortgage Separate Account |
|
1,400 shares |
|
972,096 |
*Principal |
|
Medium Company Value Separate Account |
|
11,221 shares |
|
719,077 |
*Principal |
|
Small Company Growth Separate Account |
|
13,856 shares |
|
285,845 |
*Principal |
|
LifeTime 2010 Separate Account |
|
17,824 shares |
|
262,842 |
*Principal |
|
International Emerging Markets Separate Account |
|
4,549 shares |
|
196,517 |
*Principal |
|
LifeTime 2020 Separate Account |
|
10,185 shares |
|
156,389 |
*Principal |
|
LifeTime 2040 Separate Account |
|
9,969 shares |
|
152,683 |
*Principal |
|
Mid-Cap Stock Index Separate Account |
|
4,298 shares |
|
88,365 |
*Principal |
|
Large-Cap Stock Index Separate Account |
|
1,491 shares |
|
75,464 |
*Principal |
|
Small-Cap Stock Index Separate Account |
|
2,824 shares |
|
63,331 |
*Principal |
|
LifeTime 2050 Separate Account |
|
441 shares |
|
6,709 |
*Principal |
|
Government & High Quality Bond Separate Account |
|
213 shares |
|
4,130 |
*Principal |
|
LifeTime Strategic Income Separate Account |
|
38 shares |
|
526 |
|
|
|
|
|
|
11,522,635 |
Common collective trust: |
|
|
|
|
|
|
*Principal |
|
Stable Value Fund |
|
91,769 shares |
|
1,397,305 |
|
|
|
|
|
|
|
Participant Loans |
|
|
|
5.00% to 9.50 |
% |
752,740 |
|
|
|
|
per annum |
|
|
|
|
|
|
|
|
$ 22,729,862 |
*Represents party-in-interest to the Plan.
15
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
PAPA JOHNS INTERNATIONAL, INC. |
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401(k) PLAN |
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Date: June 29, 2007 |
/s/ J. David Flanery |
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J. David Flanery |
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Senior Vice President and Chief |
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Financial Officer |
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16
Exhibit |
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Number |
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Description |
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23.1 |
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Consent of Mountjoy & Bressler, LLP |
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23.2 |
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Consent of Ernst & Young LLP |
17