the company also issued $ 2.5 million of series b preferred stock on the same terms as starboard to certain franchisees of the company . in connection with starboard 's investment , starboard was granted certain corporate governance rights , including the right to appoint two new independent directors , including jeffrey c. smith , chief executive officer of starboard , who was appointed chairman of the board . ​ franchisee assistance and marketing investment . beginning in the third quarter of 2018 , the company began providing various forms of increased support and financial assistance to the north america franchise system in response to declining north america sales . in july 2019 , the company announced a new program , developed with the support of the company 's elected franchise advisory council , to make investments in marketing and brand initiatives as well as to provide scheduled financial assistance for traditional north america franchisees beginning in the third quarter of 2019 and expected to continue through 2020. under the program , the company is making marketing investments to support the long-term strength of the brand . the company has also extended financial assistance to its traditional north america franchisees in the form of lower royalties , royalty-based service incentives , and targeted relief through 2020 , thus providing franchisees with certainty on the schedule of remaining royalty relief . the company incurred significant costs ( defined as “ special charges ” ) of approximately $ 36.8 million associated with this program in the last six months of 2019 and expects to incur $ 25 million to $ 30 million of special charges associated with this program in 2020. for more details , see the special charges detailed in “ items impacting comparability ; non-gaap measures ” within “ item 7. management 's discussion and analysis of financial condition and results of operations ” for additional information . ​ new management restructure . in august 2019 , the company appointed robert lynch as the company 's new president and chief executive officer . on november 6 , 2019 , the company also announced an executive management restructure . the updated management structure is intended to align with the company 's strategic focus . ​ positive comparable sales . as the company continues to focus on its strategic priorities previously discussed , the company has experienced recent improvement in north america restaurant comparable sales trends , with positive north america comparable sales for the last two fiscal quarters of 2019. prior to the third quarter of 2019 , north america comparable sales had been negative since the fourth quarter of 2017 . ​ ​ 36 presentation of financial results ​ immaterial restatement of previously issued consolidated financial statements to include the papa john 's marketing fund , inc. ( “ pjmf ” ) ​ during the first quarter of 2019 , the company reassessed the governance structure and operating procedures of pjmf , a nonstock corporation designed to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating domestic restaurants , and determined the company has the power to control certain significant activities of pjmf , a variable interest entity ( “ vie ” ) in accordance with accounting standards codification 810 ( “ asc 810 ” ) , consolidations . therefore , the company is the primary beneficiary of the vie and per asc 810 must consolidate pjmf . prior to 2019 , the company did not consolidate pjmf . the company has concluded the previous accounting policy to not consolidate was an immaterial error . the company has corrected this immaterial error by restating the 2018 consolidated financial statements included herein to include pjmf . fiscal 2017 was not restated as consolidating pjmf was not material to the results of operations . see “ note 2 ” , “ note 5 ” and “ note 27 ” of “ notes to consolidated financial statements ” , respectively , for additional information . ​ critical accounting policies and estimates ​ the results of operations are based on our consolidated financial statements , which were prepared in conformity with accounting principles generally accepted in the united states ( “ gaap ” ) . the preparation of consolidated financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the consolidated financial statements . the company 's significant accounting policies , including recently issued accounting pronouncements , are more fully described in “ note 2 ” of “ notes to consolidated financial statements . ” significant changes in assumptions and or conditions in our critical accounting policies could materially impact the operating results . we have identified the following accounting policies and related judgments as critical to understanding the results of our operations : ​ revenue recognition and statement of operations presentation ​ revenue is measured based on consideration specified in contracts with customers and excludes waivers or incentives and amounts collected on behalf of third parties , primarily sales tax . the company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer . taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction , that are collected by the company from a customer , are excluded from revenue . delivery costs , including freight associated with our domestic commissary and other sales , are accounted for as fulfillment costs and are included in operating costs . ​ the company adopted asc topic 606 , “ revenue from contracts with customers ” ( “ topic 606 ” ) , in the first quarter of 2018. our 2017 revenue recognition follows asc topic 605 , “ revenue recognition . story_separator_special_tag ​ results of operations ​ 2019 compared to 2018 ​ discussion of revenues . consolidated revenues decreased $ 43.6 million , or 2.6 % , to $ 1.62 billion in 2019 , compared to $ 1.66 billion in 2018. revenues are summarized in the following table ( dollars in thousands ) . replace_table_token_11_th ​ domestic company-owned restaurant sales decreased $ 40.3 million , or 5.8 % , in 2019 primarily due to the refranchising of 46 restaurants in 2019 primarily located in south florida and georgia and 62 restaurants in denver and minnesota in 2018. excluding the impact of refranchising , domestic company-owned restaurant sales decreased $ 10.3 million primarily due to negative comparable sales of 2.7 % , partially offset by the favorable impact of the expiration of rewards associated with our papa rewards loyalty program . “ comparable sales ” represents the change in year-over-year sales for the same base of restaurants for the same fiscal periods . ​ north america franchise royalties and fees decreased $ 7.5 million , or 9.4 % , in 2019. excluding the impact of refranchising , north american franchise royalties and fees decreased $ 8.2 million primarily due to higher royalty relief of $ 6.0 million over the comparable period , including $ 3.7 million in higher special charges . the remaining decrease was primarily due to a decrease in comparable sales and equivalent units of 2.0 % and 0.9 % , respectively . ​ north america franchise restaurant sales decreased 1.6 % to $ 2.10 billion for 2019. north america franchise restaurant sales are not included in company revenues ; however , our north america franchise royalties are derived from these sales . “ 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 . ​ north america commissary sales increased $ 2.8 million , or 0.5 % , primarily due to higher pricing associated with higher commodities costs . this increase was partially offset by lower restaurant sales volumes . ​ international revenues decreased $ 7.4 million , or 6.7 % , in 2019. the decrease compared to the prior year was primarily due to reduced revenues from the refranchising of a qc center in mexico in the first quarter of 2019 and the company-owned stores and the qc center in china , which occurred during the second quarter of 2018. excluding the impact of refranchising , international revenues increased $ 3.0 million primarily due to higher royalties and higher united kingdom ( “ pjuk ” ) commissary revenue on higher comparable sales and increased equivalent units . these increases were partially offset by unfavorable foreign exchange rates of approximately $ 4.2 million . ​ international franchise restaurant sales increased 9.9 % to $ 921.4 million in 2019 , excluding the impact of foreign currency , primarily due to increases in equivalent units . international franchise restaurant sales are not included in company revenues ; however , our international royalty revenue is derived from these sales . ​ 45 other revenues increased $ 8.8 million , or 5.2 % in 2019 due to higher marketing fund revenue primarily due to an increase in the pjmf contribution rate , higher online revenues and higher pjuk marketing fund revenues and head lease rental income , partially offset by lower revenues for preferred marketing solutions , our print and promotions subsidiary . ​ discussion of operating results ​ income before income taxes is summarized in the following table on a reporting segment basis . income before income taxes decreased approximately $ 1.7 million , or 24.7 % , for the year ended december 29 , 2019 as compared to the prior year . excluding the previously discussed special items , income before income taxes was $ 61.1 million , or a decrease of $ 3.4 million . alongside the gaap income before income taxes data , we have included “ adjusted ” income before income taxes for 2019 to exclude special items . we believe this non-gaap measure is important for purposes of comparison to prior year results . ​ replace_table_token_12_th ​ the increase in adjusted income before income taxes of $ 3.4 million , or 5.9 % for 2019 excluding special items , was primarily due to the following : ​ ● domestic company-owned restaurants segment . domestic company-owned restaurants income before income taxes increased $ 11.9 million for 2019 as compared to prior year primarily due to improved operating costs including lower advertising spend , lower workers ' compensation , automobile and general insurance costs , and the favorable impact of the expiration of rewards associated with our papa rewards loyalty program . these increases were partially offset by lower comparable sales of 2.7 % . ​ ● north america commissaries segment . north america commissaries income before income taxes increased $ 2.5 million in 2019 , as 2018 included additional franchise support in the form of lower commissary pricing . ​ ● north america franchising segment . north america franchising income before income taxes decreased $ 2.7 million in 2019 primarily due to negative comparable sales of 2.0 % and additional royalty reductions of $ 2.3 million , not included in special items , partially offset by favorable g & a costs . ​ ● international segment . international income before income taxes increased $ 2.8 million for 2019 compared to the prior year primarily due to increased royalties and lower pjuk marketing fund expenses . these increases were partially offset by unfavorable foreign exchange rates of approximately $ 1.3 million and higher legal costs . ​ 46 ● all others . all others income before income taxes , which primarily includes our online and mobile ordering business , our wholly-owned print and promotions subsidiary and our north america marketing funds , increased $ 3.6 million primarily due to higher online revenues and the timing

debt ​ the company has a secured revolving credit facility with available borrowings of $ 400.0 million ( the “ revolving facility ” ) , of which $ 10.0 million was outstanding as of december 29 , 2019 , and a secured term loan facility with an outstanding balance of $ 360.0 million ( the “ term loan facility ” ) and together with the revolving facility , the “ pji facilities ” . the pji facilities mature on august 30 , 2022. the loans under the pji facilities accrue interest at a per annum rate equal to , at the company 's election , either libor plus a margin ranging from 125 to 250 basis points or a base rate ( generally determined by a prime rate , federal funds rate or libor plus 1.00 % ) plus a margin ranging from 25 to 150 basis points . in each case , the actual margin is determined according to a ratio of the company 's total indebtedness to earnings before interest , taxes , depreciation and amortization ( “ ebitda ” ) for the then most recently ended four-quarter period ( the “ leverage ratio ” ) . the credit agreement governing the pji facilities ( the “ pji credit agreement ” ) places certain customary restrictions upon the company based on its financial covenants .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```debt ​ the company has a secured revolving credit facility with available borrowings of $ 400.0 million ( the “ revolving facility ” ) , of which $ 10.0 million was outstanding as of december 29 , 2019 , and a secured term loan facility with an outstanding balance of $ 360.0 million ( the “ term loan facility ” ) and together with the revolving facility , the “ pji facilities ” . the pji facilities mature on august 30 , 2022. the loans under the pji facilities accrue interest at a per annum rate equal to , at the company 's election , either libor plus a margin ranging from 125 to 250 basis points or a base rate ( generally determined by a prime rate , federal funds rate or libor plus 1.00 % ) plus a margin ranging from 25 to 150 basis points . in each case , the actual margin is determined according to a ratio of the company 's total indebtedness to earnings before interest , taxes , depreciation and amortization ( “ ebitda ” ) for the then most recently ended four-quarter period ( the “ leverage ratio ” ) . the credit agreement governing the pji facilities ( the “ pji credit agreement ” ) places certain customary restrictions upon the company based on its financial covenants .
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 Suspicious Activity Report : the company also issued $ 2.5 million of series b preferred stock on the same terms as starboard to certain franchisees of the company . in connection with starboard 's investment , starboard was granted certain corporate governance rights , including the right to appoint two new independent directors , including jeffrey c. smith , chief executive officer of starboard , who was appointed chairman of the board . ​ franchisee assistance and marketing investment . beginning in the third quarter of 2018 , the company began providing various forms of increased support and financial assistance to the north america franchise system in response to declining north america sales . in july 2019 , the company announced a new program , developed with the support of the company 's elected franchise advisory council , to make investments in marketing and brand initiatives as well as to provide scheduled financial assistance for traditional north america franchisees beginning in the third quarter of 2019 and expected to continue through 2020. under the program , the company is making marketing investments to support the long-term strength of the brand . the company has also extended financial assistance to its traditional north america franchisees in the form of lower royalties , royalty-based service incentives , and targeted relief through 2020 , thus providing franchisees with certainty on the schedule of remaining royalty relief . the company incurred significant costs ( defined as “ special charges ” ) of approximately $ 36.8 million associated with this program in the last six months of 2019 and expects to incur $ 25 million to $ 30 million of special charges associated with this program in 2020. for more details , see the special charges detailed in “ items impacting comparability ; non-gaap measures ” within “ item 7. management 's discussion and analysis of financial condition and results of operations ” for additional information . ​ new management restructure . in august 2019 , the company appointed robert lynch as the company 's new president and chief executive officer . on november 6 , 2019 , the company also announced an executive management restructure . the updated management structure is intended to align with the company 's strategic focus . ​ positive comparable sales . as the company continues to focus on its strategic priorities previously discussed , the company has experienced recent improvement in north america restaurant comparable sales trends , with positive north america comparable sales for the last two fiscal quarters of 2019. prior to the third quarter of 2019 , north america comparable sales had been negative since the fourth quarter of 2017 . ​ ​ 36 presentation of financial results ​ immaterial restatement of previously issued consolidated financial statements to include the papa john 's marketing fund , inc. ( “ pjmf ” ) ​ during the first quarter of 2019 , the company reassessed the governance structure and operating procedures of pjmf , a nonstock corporation designed to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating domestic restaurants , and determined the company has the power to control certain significant activities of pjmf , a variable interest entity ( “ vie ” ) in accordance with accounting standards codification 810 ( “ asc 810 ” ) , consolidations . therefore , the company is the primary beneficiary of the vie and per asc 810 must consolidate pjmf . prior to 2019 , the company did not consolidate pjmf . the company has concluded the previous accounting policy to not consolidate was an immaterial error . the company has corrected this immaterial error by restating the 2018 consolidated financial statements included herein to include pjmf . fiscal 2017 was not restated as consolidating pjmf was not material to the results of operations . see “ note 2 ” , “ note 5 ” and “ note 27 ” of “ notes to consolidated financial statements ” , respectively , for additional information . ​ critical accounting policies and estimates ​ the results of operations are based on our consolidated financial statements , which were prepared in conformity with accounting principles generally accepted in the united states ( “ gaap ” ) . the preparation of consolidated financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the consolidated financial statements . the company 's significant accounting policies , including recently issued accounting pronouncements , are more fully described in “ note 2 ” of “ notes to consolidated financial statements . ” significant changes in assumptions and or conditions in our critical accounting policies could materially impact the operating results . we have identified the following accounting policies and related judgments as critical to understanding the results of our operations : ​ revenue recognition and statement of operations presentation ​ revenue is measured based on consideration specified in contracts with customers and excludes waivers or incentives and amounts collected on behalf of third parties , primarily sales tax . the company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer . taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction , that are collected by the company from a customer , are excluded from revenue . delivery costs , including freight associated with our domestic commissary and other sales , are accounted for as fulfillment costs and are included in operating costs . ​ the company adopted asc topic 606 , “ revenue from contracts with customers ” ( “ topic 606 ” ) , in the first quarter of 2018. our 2017 revenue recognition follows asc topic 605 , “ revenue recognition . story_separator_special_tag ​ results of operations ​ 2019 compared to 2018 ​ discussion of revenues . consolidated revenues decreased $ 43.6 million , or 2.6 % , to $ 1.62 billion in 2019 , compared to $ 1.66 billion in 2018. revenues are summarized in the following table ( dollars in thousands ) . replace_table_token_11_th ​ domestic company-owned restaurant sales decreased $ 40.3 million , or 5.8 % , in 2019 primarily due to the refranchising of 46 restaurants in 2019 primarily located in south florida and georgia and 62 restaurants in denver and minnesota in 2018. excluding the impact of refranchising , domestic company-owned restaurant sales decreased $ 10.3 million primarily due to negative comparable sales of 2.7 % , partially offset by the favorable impact of the expiration of rewards associated with our papa rewards loyalty program . “ comparable sales ” represents the change in year-over-year sales for the same base of restaurants for the same fiscal periods . ​ north america franchise royalties and fees decreased $ 7.5 million , or 9.4 % , in 2019. excluding the impact of refranchising , north american franchise royalties and fees decreased $ 8.2 million primarily due to higher royalty relief of $ 6.0 million over the comparable period , including $ 3.7 million in higher special charges . the remaining decrease was primarily due to a decrease in comparable sales and equivalent units of 2.0 % and 0.9 % , respectively . ​ north america franchise restaurant sales decreased 1.6 % to $ 2.10 billion for 2019. north america franchise restaurant sales are not included in company revenues ; however , our north america franchise royalties are derived from these sales . “ 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 . ​ north america commissary sales increased $ 2.8 million , or 0.5 % , primarily due to higher pricing associated with higher commodities costs . this increase was partially offset by lower restaurant sales volumes . ​ international revenues decreased $ 7.4 million , or 6.7 % , in 2019. the decrease compared to the prior year was primarily due to reduced revenues from the refranchising of a qc center in mexico in the first quarter of 2019 and the company-owned stores and the qc center in china , which occurred during the second quarter of 2018. excluding the impact of refranchising , international revenues increased $ 3.0 million primarily due to higher royalties and higher united kingdom ( “ pjuk ” ) commissary revenue on higher comparable sales and increased equivalent units . these increases were partially offset by unfavorable foreign exchange rates of approximately $ 4.2 million . ​ international franchise restaurant sales increased 9.9 % to $ 921.4 million in 2019 , excluding the impact of foreign currency , primarily due to increases in equivalent units . international franchise restaurant sales are not included in company revenues ; however , our international royalty revenue is derived from these sales . ​ 45 other revenues increased $ 8.8 million , or 5.2 % in 2019 due to higher marketing fund revenue primarily due to an increase in the pjmf contribution rate , higher online revenues and higher pjuk marketing fund revenues and head lease rental income , partially offset by lower revenues for preferred marketing solutions , our print and promotions subsidiary . ​ discussion of operating results ​ income before income taxes is summarized in the following table on a reporting segment basis . income before income taxes decreased approximately $ 1.7 million , or 24.7 % , for the year ended december 29 , 2019 as compared to the prior year . excluding the previously discussed special items , income before income taxes was $ 61.1 million , or a decrease of $ 3.4 million . alongside the gaap income before income taxes data , we have included “ adjusted ” income before income taxes for 2019 to exclude special items . we believe this non-gaap measure is important for purposes of comparison to prior year results . ​ replace_table_token_12_th ​ the increase in adjusted income before income taxes of $ 3.4 million , or 5.9 % for 2019 excluding special items , was primarily due to the following : ​ ● domestic company-owned restaurants segment . domestic company-owned restaurants income before income taxes increased $ 11.9 million for 2019 as compared to prior year primarily due to improved operating costs including lower advertising spend , lower workers ' compensation , automobile and general insurance costs , and the favorable impact of the expiration of rewards associated with our papa rewards loyalty program . these increases were partially offset by lower comparable sales of 2.7 % . ​ ● north america commissaries segment . north america commissaries income before income taxes increased $ 2.5 million in 2019 , as 2018 included additional franchise support in the form of lower commissary pricing . ​ ● north america franchising segment . north america franchising income before income taxes decreased $ 2.7 million in 2019 primarily due to negative comparable sales of 2.0 % and additional royalty reductions of $ 2.3 million , not included in special items , partially offset by favorable g & a costs . ​ ● international segment . international income before income taxes increased $ 2.8 million for 2019 compared to the prior year primarily due to increased royalties and lower pjuk marketing fund expenses . these increases were partially offset by unfavorable foreign exchange rates of approximately $ 1.3 million and higher legal costs . ​ 46 ● all others . all others income before income taxes , which primarily includes our online and mobile ordering business , our wholly-owned print and promotions subsidiary and our north america marketing funds , increased $ 3.6 million primarily due to higher online revenues and the timing

