PAPA JOHNS INTERNATIONAL INC Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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Insight

Papa John's International, Inc. (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 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.
Additionally, we derive revenues from sales to franchisees of various items
including food and paper products from our domestic Quality Control Centers ("QC
Centers"), operation of our international QC Center in the United Kingdom,
contributions received by Papa John's Marketing Fund ("PJMF") which is our
national marketing fund, printing and promotional items and information systems
equipment, and software and related services.

Recent developments and trends

Innovation. 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 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. 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 Russia. 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.
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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"). 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 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.

Inflation. 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

"Comparable sales" represents the change in year-over-year sales for the same
base of restaurants for the same fiscal periods. Comparable sales exclude sales
of restaurants that were not open during both the current and prior year fiscal
periods and franchisees for which we suspended corporate support during the
quarter ended March 27, 2022. "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. Comparable
sales and Global system-wide restaurant sales results for restaurants operating
outside of the United States are reported on a constant dollar basis, which
excludes the impact of foreign currency translation. Franchise sales also
generate commissary revenue in the United States and in certain international
markets. Franchise restaurant and comparable sales growth information is also
useful for comparison to industry trends and evaluating the strength of our
brand. Management believes the presentation of franchise restaurant sales
growth, excluding the impact of foreign currency, provides investors with useful
information regarding underlying sales trends and the impact of new unit growth
without being impacted by swings in the external factor of foreign currency.
Franchise restaurant sales are not included in the Company's revenues.
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                                                       Three Months Ended                              Six Months Ended
                                               June 26,                 June 27,              June 26,                 June 27,
                                                 2022                     2021                  2022                     2021

Comparable sales growth (decrease):

  Domestic Company-owned restaurants                 (1.5)%                     5.6%                (1.3)%                    13.8%
  North America franchised restaurants                 1.4%                     5.2%                  2.1%                    15.1%
  North America restaurants                            0.9%                     5.2%                  1.4%                    14.8%
  International restaurants                          (8.0)%                    21.2%                (3.6)%                    22.2%
  Total comparable sales growth                      (1.4)%                     9.0%                  0.1%                    16.6%
System-wide restaurant sales growth
(decline):
(excluding the impact of foreign currency)
  Domestic Company-owned restaurants                   1.2%                     5.2%                  8.9%                    13.1%
  North America franchised restaurants                 2.7%                     6.4%                  1.4%                    15.8%
  North America restaurants                            2.4%                     6.2%                  2.8%                    15.2%
  International restaurants                            3.4%                    35.7%                  8.3%                    32.2%
  Total global system-wide restaurant sales
growth                                                 2.6%                    12.2%                  4.2%                    19.0%


Restaurant Progression                                Three Months Ended                              Six Months Ended
                                              June 26,                 June 27,               June 26,                 June 27,
                                                2022                     2021                   2022                     2021
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
North America franchised:
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
International franchised:
Beginning of period                                  2,170                    2,170                  2,311                    2,111
Opened                                                  72                       71                    127                      139
Closed                                             (27)                     (27)                   (35)                      (36)
Suspended (a)                                        -                            -               (188)                           -
End of period                                        2,215                    2,214                  2,215                    2,214
Total restaurants - end of period                    5,571                    5,523                  5,571                    5,523

Trailing four quarters net store growth
(b)                                                    236                  

176

(a) Represents all franchised restaurants located in Russia, for which the Company suspended its corporate support. (b) Excludes suspended restaurants.

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Operating results

The following table shows the various components of our Condensed Consolidated Statements of Earnings expressed as a percentage of total revenues, except for operating expenses which are expressed as a percentage of the related revenue component.

                                                                             Three Months Ended
                                                      June 26, 2022                                       June 27, 2021
                                                                  % of Related                                        % of Related                  Increase
($ in thousands)                                                    Revenues                                            Revenues                   (Decrease)
Revenues:
Domestic Company-owned
restaurant sales                      $     171,411                                       $     196,124                                                   (12.6) %
North America franchise
royalties and fees                           34,917                                              32,475                                                     7.5  %
North America commissary
revenues                                    219,383                                             186,641                                                    17.5  %
International revenues                       31,958                                              37,614                                                   (15.0) %
Other revenues                               64,996                                              62,154                                                     4.6  %
Total revenues                                 522,665                                             515,008                                                  1.5  %
Costs and expenses:
Operating costs (excluding
depreciation and amortization
shown separately below):
Domestic Company-owned
restaurant expenses                         142,026                           82.9%             154,293                           78.7%                       4.2%
North America commissary
expenses                                    204,470                           93.2%             172,227                           92.3%                       0.9%
International expenses                       19,236                           60.2%              21,430                           57.0%                       3.2%
Other expenses                               60,648                           93.3%              56,246                           90.5%                       2.8%
General and administrative
expenses                                     44,646                            8.5%              53,698                           10.4%                     (1.9)%
Depreciation and amortization                12,735                            2.4%              12,477                            2.4%                 

-%

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)%


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                                                                              Six Months Ended
                                                      June 26, 2022                                       June 27, 2021
                                                                  % of Related                                        % of Related                  Increase
($ in thousands)                                                    Revenues                                            Revenues                   (Decrease)
Revenues:
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) %
Operating income                                53,339                         5.0%                 91,499                         8.9%                     (3.9)%
Net interest expense                        (10,344)                        (1.0) %              (7,296)                        (0.7) %                    (0.3) %
Income before income taxes            $         42,995                         4.0%       $         84,203                         8.2%                     (4.2)%


Revenues

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.
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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 $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 income increased $2.8 millioni.e. 4.6%, and $5.9 millionor 4.7%, for the three and six month periods ended June 26, 2022respectively, compared to the comparable periods of the prior year, mainly due to higher revenues from our technology services attributable to the increase North America system-wide comparable sales and equivalent units.

Costs and expenses

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%
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respectively, primarily due to the timing of spending on technology platform initiatives to further enhance our digital capabilities and 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
Special items (b) (c)                                1,507                   3,328                    21,143                   7,211
Other general expenses                                 250                   (682)                       461                   (637)

General and administrative expenses $44,646 $53,698

           110,583       $         103,709



(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, 2022Special items include a $1.5 million expense related to consulting fees and severance pay related to the transition of certain managers.

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 month periods ended June 27, 2021Special items from $3.3 million and $7.2 millionrespectively, include strategic reorganization costs associated with our new office in Atlanta which ended 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 profit decreased $5.7 million at $38.9 million and decreased $38.2 million at $53.3 million for the three and six months ended June 26, 2022respectively, compared to the comparable periods of the previous year.

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; Non-GAAP Measures." We believe this non-GAAP measure is
important for comparability purposes.
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                                                                                                                                 Three Months Ended
                                                                          Special                                                                                        Special                                                   Adjusted
                                             Reported                      items                         Adjusted                         Reported                        items                         Adjusted                   Increase
(In thousands)                            June 26, 2022                 in 2022 (a)                   June 26, 2022                    June 27, 2021                   in 2021 (b)                   June 27, 2021                (Decrease)

Domestic Company-owned
restaurants                           $                5,924       $                    -       $                    5,924       $                   15,361       $                    -       $                   15,361       $    (9,437)
North America franchising                             32,624                            -                           32,624                           30,518                            -                           30,518                2,106
North America commissaries                            10,957                            -                           10,957                            9,778                            -                            9,778             1,179
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)
Total                                 $               38,904       $                1,507       $                   40,411       $                   44,637       $                3,328       $                   47,965       $    (7,554)

(a) For the three months ended June 26, 2022Exceptional items impacting operating income include a charge of $1.5 million expense related to consulting fees and severance pay related to the transition of certain managers.

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

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                                                                                                                                    Six Months Ended
                                                                               Special                                                                                         Special                                                  Adjusted
                                               Reported                         items                          Adjusted                         Reported                        items                         Adjusted                  Increase
(In thousands)                              June 26, 2022                    in 2022 (a)                    June 26, 2022                    June 27, 2021                   in 2021 (b)                   June 27, 2021               (Decrease)

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
                                       34
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comparable period primarily due to lower incentive compensation costs, partially offset by higher labor, travel and occupancy costs associated with the reopening of the head office in the first quarter of 2022.

Refranchising and Impairment

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 debit interest

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 $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.


                                       35
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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 expense                                  $7,093                       $7,398                    $5,838                      $15,330
Effective tax rate                                  21.6%                        18.0%                     13.6%                        18.2%

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; Non-GAAP Measures" for additional information.

Impact of inflation

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. To the extent permitted by competition, increased costs are
recovered through a combination of selective menu price increases, product mix,
and/or implementing operational improvements.


                                       36
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Items affecting comparability; Non-GAAP Measures

The table below reconciles our GAAP financial results to our adjusted financial
results, which are non-GAAP measures. We present these non-GAAP measures because
we believe the Special items impact the comparability of our results of
operations. 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                                  Six Months Ended
                                                      June 26,                June 27,                   June 26,                  June 27,
(In thousands, except per share amounts)                2022                    2021                       2022                      2021

GAAP operating income                               $      38,904       $              44,637       $           53,339       $              91,499
Refranchising and impairment loss (1)                           -                           -                   25,796                           -
Legal settlement (2)                                            -                           -                    5,000                           -
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

GAAP net income attributable to common
shareholders                                        $      25,240       $            (79,898)       $           35,693       $            (49,542)
Refranchising and impairment loss (1)                           -                           -                   25,796                           -
Legal settlement (2)                                            -                           -                    5,000                           -
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

GAAP diluted earnings per common share              $        0.70       $              (2.30)       $             0.99       $              (1.47)
Refranchising and impairment loss (1)                           -                           -                     0.72                           -
Legal settlement (2)                                            -                           -                     0.14                           -
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 table above does not include the impact of the allocation of retained earnings to equity 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 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)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.
                                       37
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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.
Management believes presenting certain financial information excluding Special
items is important for purposes of comparison to prior year results. In
addition, management uses these metrics to evaluate the Company's underlying
operating performance and to analyze trends.

Cash and capital resources

Cash flow

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
                                                                         June 26,                       June 27,
                                                                           2022                           2021
Total cash provided by (used in):
Operating activities                                             $                  45,585       $               128,030
Investing activities                                                            (12,523)                   (19,467)
Financing activities                                                            (50,677)                  (142,871)
Change in cash and cash equivalents, excluding the impact of
foreign currency                                                 $                (17,615)       $              (34,308)


Operating Activities

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 $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 $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 senior secured revolving credit
facility with an aggregate available principal amount of the $600 million (the
"PJI Revolving Facility"), as necessary.

Fundraising activities

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.

Debt

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.
                                       38
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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:

                                                                                            Actual Ratio as of
                                                               Permitted Ratio                June 26, 2022
                                                            Not to exceed 5.25 to
Leverage ratio                                                       1.0                        2.3 to 1.0

                                                            Not less than 2.00 to
Interest coverage ratio                                              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 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: incur additional indebtedness
and guarantee indebtedness; pay dividends or make other distributions or
repurchase or redeem our capital stock; prepay, redeem or repurchase certain
debt; issue certain preferred stock or similar equity securities; make loans and
investments; sell assets; incur liens; enter into transactions with affiliates;
enter into agreements restricting our subsidiaries' ability to pay dividends;
and consolidate, merge or sell all or substantially all of our assets.

Papa John's Marketing Fund, Inc. ("PJMF"), our national marketing fund, has a
$20.0 million revolving line of credit (the "PJMF Revolving Facility") pursuant
to a Revolving Loan Agreement, dated September 30, 2015 with U.S. Bank National
Association, as lender. 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.

Share Repurchases

As part of our long-term growth and capital allocation strategy, we are
committed to investing in share repurchases to provide ongoing value and
enhanced returns to our shareholders. On October 28, 2021, our Board of
Directors approved a share repurchase program with an indefinite duration for up
to $425.0 million of the Company's common stock. 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 buyback activity under these programs for the three and six months ended June 26, 2022 and June 27, 2021:

                                                                                                            Maximum Dollar
                                                                                                           Value of Shares
                                                                                                           that May Yet Be
(in thousands, except average price               Total               Average            Aggregate         Purchased Under
per share)                                        Number               Price              Cost of                the
                                                of Shares             Paid per            Shares               Plans or
Three Months Ended                              Purchased               Share            Purchased             Programs
June 26, 2022                                        452            $   94.56          $   42,762          $     349,329
June 27, 2021                                         68            $  101.21          $    6,921          $      64,110


                                                                                                            Maximum Dollar
                                                                                                           Value of Shares
                                                                                                           that May Yet Be
(in thousands, except average price               Total               Average            Aggregate         Purchased Under
per share)                                        Number               Price              Cost of                the
                                                of Shares             Paid per            Shares               Plans or
Six Months Ended                                Purchased               Share            Purchased             Programs
June 26, 2022                                        753            $  100.23          $   75,471          $     349,329
June 27, 2021                                         83            $   98.23          $    8,188          $      64,110


                                       39
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After June 26, 2022we acquired an additional 229,000 shares at a total cost of $19.5 million. Approximately $329.8 million remained available under the Company’s share buyback program from 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.

Dividends

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.

Free Cash Flow

Free cash flow, a non-GAAP measure, is defined as net cash provided by operating
activities (from the Condensed Consolidated Statements of Cash Flows) less the
purchases of property and equipment and dividends paid to preferred
stockholders. We view free cash flow as an important financial measure because
it is one factor that management uses in determining the amount of cash
available for discretionary investment. Free cash flow is not a term defined by
GAAP, and as a result, our measure of free cash flow might not be comparable to
similarly titled measures used by other companies. Free cash flow should not be
construed as a substitute for or a better indicator of the Company's performance
than the Company's GAAP measures. See "Items Impacting Comparability; Non-GAAP
Measures" for a discussion of free cash flow.

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

                                                                                    Six Months Ended
                                                                         June 26,                       June 27,
                                                                           2022                           2021

Net cash provided by operating activities                        $                  45,585       $               128,030
Purchases of property and equipment                                             (30,744)                   (21,543)
Dividends paid to preferred stockholders                                                 -                  (6,394)
Free cash flow                                                   $                  14,841       $               100,093


Cash Requirements

There have been no material changes in our cash requirements other than in the
ordinary course of business since the end of 2021. Refer to "Cash Requirements"
presented within "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K for the
fiscal year ended December 26, 2021 for additional information regarding our
cash requirements.

Forward-looking statements

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," "outlook", "plan," "project," or similar words
identify forward-looking statements that we intend to be included within the
safe harbor protections provided by the federal securities laws. Such
forward-looking statements include or may relate to projections or guidance
concerning business performance, revenue, earnings, cash flow, earnings per
share, share repurchases, the current economic environment, the financial impact
of the temporary business disruptions and changes in demand we are experiencing
related to the current outbreak of the coronavirus pandemic, commodity and labor
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
and price increases,
                                       40
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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.
Therefore, actual outcomes and results may differ materially from those matters
expressed or implied in such forward-looking statements. The risks,
uncertainties and assumptions that are involved in our forward-looking
statements include, but are not limited to:

•the ability of the Company to manage difficulties and opportunities associated
with or related to the coronavirus pandemic, including governmental
restrictions, changes in consumer demand or behavior, vaccine mandates and
changing governmental programs and regulations relating to the pandemic;
•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, inflation or climate change;
•the potential for delayed new store openings, both domestically and
internationally;
•the increased risk of phishing, ransomware and other cyber-attacks;
•risks to the global economy and our business related to the conflict in
Ukraine;
•increased costs for branding initiatives and launching new advertising and
marketing campaigns and promotions to boost consumer sentiment and sales trends,
and the risk that such initiatives will not be effective;
•risks related to social media, including publicity adversely and rapidly
impacting our brand and reputation;
•aggressive changes in pricing or other marketing or promotional strategies by
competitors, which may adversely affect sales and profitability; and new product
and concept developments by food industry competitors;
•changes in consumer preferences or consumer buying habits, including the
growing popularity of delivery aggregators, as well as changes in general
economic conditions or other factors that may affect consumer confidence and
discretionary spending, including higher unemployment;
•the adverse impact on the Company or our results caused by global health
concerns, product recalls, food quality or safety issues, incidences of
foodborne illness, food contamination and other general public health concerns
about our Company-owned or franchised restaurants or others in the restaurant
industry;
•the effectiveness of our technology investments and changes in unit-level
operations;
•the ability of the Company and its franchisees to meet planned growth targets
and operate new and existing restaurants profitably, including difficulties
finding qualified franchisees, store level employees or suitable sites;
•increases in labor costs, food costs or sustained higher other operating costs,
including as a result of supply chain disruption and inflation. This could also
include increased employee compensation, including as a result of labor
shortages, changes in minimum wage, benefits, insurance, tax rates, new
regulatory requirements or increasing compliance costs;
•increases in insurance claims and related costs for programs funded by the
Company up to certain retention limits, including medical, owned and non-owned
vehicles, workers' compensation, general liability and property;
•disruption of our supply chain or commissary operations which could be caused
by our sole source of supply of mozzarella cheese, desserts, garlic cups or
limited source of suppliers for other key ingredients or more generally due to
weather, natural disasters including drought, disease, or geopolitical or other
disruptions beyond our control, including the coronavirus pandemic;
•increased risks associated with our international operations, including
economic and political conditions and risks associated with the withdrawal of
the UK from the European Union, instability or uncertainty in our international
markets, especially emerging markets, fluctuations in currency exchange rates,
difficulty in meeting planned sales targets and new store growth;
•the impact of current or future claims and litigation and our ability to comply
with current, proposed or future legislation that could impact our business
including compliance with the European Union General Data Protection Regulation;
•the Company's ability to continue to pay dividends to stockholders based upon
profitability, cash flows and capital adequacy if restaurant sales and operating
results decline;
•disruption of critical business or information technology systems, or those of
our suppliers, and risks associated with systems failures and data privacy and
security breaches, including theft of confidential Company, employee and
customer information, including payment cards; and
•changes in Federal or state income, general and other tax laws, rules and
regulations and changes in generally accepted accounting principles.
                                       41

————————————————– ——————————

For a discussion of these and other risks that may cause actual results to
differ from expectations, refer to "Part I. Item 1A. - Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended December 26, 2021 and "Part
II. Item IA. - 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.

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