Form 10-k
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended January 2, 2005

 

OR

 

[     ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Numbers:

   

            Domino’s Pizza, Inc.

  333-114442                
   

            Domino’s, Inc.

  333-107774                

 

Domino’s Pizza, Inc.

Domino’s, Inc.

(Exact name of registrants as specified in their charters)

 

DELAWARE   38-2511577
DELAWARE   38-3025165

(State or other jurisdiction of

   incorporation or organization)

 

(I.R.S. employer

           identification numbers)

 

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

(Address of principal executive offices)

 

(734) 930-3030

(Registrants’ telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class:   Name of each exchange on which registered:

Domino’s Pizza, Inc.

  New York Stock Exchange

Common stock, $0.01 par value

   

 

Securities registered pursuant to Section 12(g) of the Exchange Act:  None

 

Indicate by check mark whether the registrants (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days: Yes [ X ] No [    ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: [    ]

 

Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Act): Yes [    ] No [ X ]

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of Domino’s Pizza, Inc. computed by reference to the closing price of the registrant’s Common Stock on the New York Stock Exchange, at which the stock was last sold, as of July 13, 2004, was $510,640,983.

 

As of March 1, 2005, Domino’s Pizza, Inc. had 68,998,707 shares of common stock outstanding. As of March 1, 2005, Domino’s, Inc. had 10 shares of common stock, par value $0.01, outstanding. All of the stock of Domino’s, Inc. was held by Domino’s Pizza, Inc.

 

Documents incorporated by reference:

 

Portions of the definitive proxy statement to be furnished to shareholders of Domino’s Pizza, Inc. in connection with the annual meeting of shareholders to be held on May 5, 2005 are incorporated by reference into Part III.


Table of Contents

TABLE OF CONTENTS

 

    Part I    Page No.

Item 1.

 

Business.

       2

Item 2.

 

Properties.

     15

Item 3.

 

Legal Proceedings.

     15

Item 4.

 

Submission of Matters to a Vote of Security Holders.

     15
    Part II     

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

     16

Item 6.

 

Selected Financial Data.

     17

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

     19

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk.

     32

Item 8.

 

Financial Statements and Supplementary Data.

     33

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

   103

Item 9A.

 

Controls and Procedures.

   103

Item 9B.

 

Other Information.

   103
    Part III     

Item 10.

 

Directors and Executive Officers of the Registrants.

   104

Item 11.

 

Executive Compensation.

   106

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

   106

Item 13.

 

Certain Relationships and Related Transactions.

   106

Item 14.

 

Principal Accountant Fees and Services.

   106
    Part IV     

Item 15.

 

Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

   107
SIGNATURES        115

 

Domino’s Pizza, Inc. is the parent and holding company of Domino’s, Inc. As the holding company of Domino’s, Inc., Domino’s Pizza, Inc. does not conduct ongoing business operations. As a result, the financial information for Domino’s Pizza, Inc. and subsidiaries and Domino’s, Inc. and subsidiaries is substantially similar. Accordingly, we have presented Domino’s Pizza, Inc. and subsidiaries information throughout this Form 10-K. Additionally, we have included the audited consolidated financial statements of both Domino’s Pizza, Inc. and subsidiaries and Domino’s, Inc. and subsidiaries, which can be found in Item 8 of this Form 10-K.

 

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Part I

 

Item 1. Business.

 

Overview

 

Domino’s Pizza, Inc. (referred to as the “Company”, “Domino’s” or in the first person notations of “we,” “us” and “our”) is the number one pizza delivery company in the United States, based on reported consumer spending, and has a leading presence internationally. We pioneered the pizza delivery business and have built the Domino’s Pizza® brand into one of the most widely-recognized consumer brands in the world. Together with our franchisees, we have supported the Domino’s Pizza® brand with an estimated $1.3 billion in domestic advertising spending over the past five years. We operate through a network of more than 7,750 Company-owned and franchise stores, located in all 50 states and in more than 50 countries. In addition, we operate 18 regional dough manufacturing and distribution centers in the contiguous United States and eight dough manufacturing and distribution centers outside the contiguous United States. The foundation of our system-wide success and leading market position is our strong relationship with our franchisees, comprised of approximately 2,000 owner-operators dedicated to the success of our Company and the Domino’s Pizza® brand.

 

Over our 44-year history, we have developed a simple business model focused on our core strength of delivering quality pizza in a timely manner. This business model includes a delivery-oriented store design with low capital requirements, a focused menu of pizza and complementary side items, committed owner-operator franchisees and a vertically-integrated distribution system. Our earnings are driven largely from retail sales at our franchise stores, which generate royalty payments and distribution revenues to us. We also generate earnings through retail sales at our Company-owned stores.

 

We operate our business in three segments: domestic stores, domestic distribution and international.

 

• Domestic stores. The domestic stores segment, which is comprised of 4,428 franchise stores and 580 Company-owned stores, generated revenues of $537.5 million and income from operations of $131.5 million during 2004.

 

• Domestic distribution. Our domestic distribution segment, which manufactures dough and distributes food, equipment and supplies to all of our domestic Company-owned stores and over 98% of our domestic franchise stores, generated revenues of $792.0 million and income from operations of $46.1 million during 2004.

 

International. Our international segment oversees 2,728 franchise stores and operates 21 Company-owned stores outside the contiguous United States. It also manufactures dough and distributes food and supplies in a limited number of these markets. Our international segment generated revenues of $117.0 million and income from operations of $34.1 million during 2004.

 

On a consolidated basis, we generated revenues of over $1.4 billion and income from operations (after deducting $40.3 million of unallocated corporate and other expenses) of $171.4 million in 2004. Net income was $62.3 million in 2004. We have been able to increase our income from operations through strong domestic and international same store sales growth over the past five years, the addition of nearly 1,200 stores worldwide over that time and strong performance by our distribution business. Over this same time period, we increased our net income in each year except 2003, during which we incurred significant recapitalization-related expenses. This growth was achieved with limited capital expenditures by us, since a significant portion of our earnings are derived from retail sales by our franchisees.

 

Our history

 

We have been delivering quality, affordable pizza to our customers since 1960 when brothers Thomas and James Monaghan borrowed $900 and purchased a small pizza store in Ypsilanti, Michigan. Since that time, our store count and geographic reach have grown substantially. We opened our first franchise store in 1967, our first international store in 1983 and, by 1998, we had expanded to over 6,200 stores, including more than 1,700 international stores, on six continents.

 

In 1998, an investor group led by investment funds affiliated with Bain Capital, LLC completed a recapitalization through which the investor group acquired a 93% controlling economic interest in our Company from Thomas Monaghan and his family. At the time of the recapitalization, Mr. Monaghan retired, and, in March 1999, David A. Brandon was named our Chairman and Chief Executive Officer. In 2004, Domino’s Pizza, Inc. completed its initial public offering (the “IPO”) and now trades on the New York Stock Exchange under the ticker symbol “DPZ”.

 

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Industry overview

 

In this document, we rely on and refer to information regarding the U.S. quick service restaurant, or QSR, sector, the U.S. QSR pizza category and its components and competitors (including us) from the CREST report prepared by NPD Foodworld®, a division of the NPD Group, or CREST, as well as market research reports, analyst reports and other publicly-available information. Although we believe this information to be reliable, we have not independently verified it. Domestic sales information relating to the QSR sector, U.S. QSR pizza category and U.S. pizza delivery and carry-out represent reported consumer spending obtained by CREST from customer surveys. This information relates to both our Company-owned and franchise stores. Unless otherwise indicated, all U.S. industry data included in this document is based on reported consumer spending obtained by CREST from customer surveys.

 

The U.S. QSR pizza category is large, growing and highly fragmented. With sales of $33.0 billion in the twelve months ended November 2004, the U.S. QSR pizza category is the second largest category within the $187.0 billion U.S. QSR sector. The U.S. QSR pizza category is comprised of delivery, dine-in, carry-out and drive-through. We operate primarily within U.S. pizza delivery. Its $11.9 billion of sales accounted for 36% of total U.S. QSR pizza category sales in the twelve months ended November 2004.

 

Total U.S. pizza delivery sales grew by 1.6% during that period. We believe that this growth is the result of well-established demographic and lifestyle trends driving increased consumer emphasis on convenience. We and our top two competitors account for approximately 47% of U.S. pizza delivery, based on reported consumer spending, with the remaining 53% attributable to regional chains and individual establishments.

 

We also compete in carry-out, which together with pizza delivery are the largest components of the U.S. QSR pizza category. U.S. carry-out pizza had $12.2 billion of sales in the twelve months ended November 2004 and while our primary focus is on pizza delivery, we are also favorably positioned to compete in carry-out given our strong brand, convenient store locations and quality, affordable menu offerings.

 

In contrast to the United States, international pizza delivery is relatively underdeveloped, with only Domino’s and one other competitor having a significant multinational presence. We believe that demand for international pizza delivery is large and growing, driven by international consumers’ increasing emphasis on convenience.

 

Our competitive strengths

 

We believe that our competitive strengths include the following:

 

Strong and proven growth and earnings model. Over our 44-year history, we have developed a focused growth and earnings model. This model is anchored by strong store-level economics, which provide an entrepreneurial incentive for our franchisees and generate demand for new stores. Our franchise system, in turn, has produced strong and consistent earnings for us through royalty payments and distribution revenues, with minimal associated capital expenditures by us.

 

Strong store-level economics. We have developed a cost-efficient store model, characterized by a delivery and carry-out oriented store design, with low capital requirements and a focused menu of quality, affordable pizza and complementary side items. At the store level, we believe that the simplicity and efficiency of our operations give us significant advantages over our competitors who in many cases also focus on dine-in.

 

Our domestic stores, and most of our international stores, do not offer dine-in areas and thus do not require expensive restaurant facilities and staffing. In addition, our focused menu of pizza and complementary side items simplifies and streamlines our production and delivery processes and maximizes economies of scale on purchases of our principal ingredients. As a result of our focused business model and menu, our stores are small (averaging approximately 1,000 to 1,300 square feet) and inexpensive to build, furnish and maintain as compared to many other QSR franchise opportunities. The combination of this efficient store model and strong store sales volume has resulted in strong store-level financial returns and makes Domino’s an attractive business opportunity for existing and prospective franchisees.

 

Strong and well-diversified franchise system. We have developed a large, global, diversified and committed franchise network that is a critical component of our system-wide success and our leading position in pizza delivery. As of January 2, 2005, our franchise store network consisted of 7,156 stores, 62% of which were located in the contiguous United States. In the United States, only four franchisees operate more than 50 stores, including our largest domestic franchisee who operates 153 stores. The average franchisee operates approximately three stores. We require our domestic franchisees to forego active, outside business endeavors, aligning their interests with ours and making the success of each Domino’s franchise of critical importance to our franchisees.

 

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In addition, we share 50% of the pre-tax profits generated by our regional dough manufacturing and distribution centers with those domestic franchisees who agree to purchase all of their food from our distribution system. These arrangements strengthen our ties with our franchisees by enhancing their profitability while providing us with a continuing source of revenues and earnings. This arrangement also provides incentives for franchisees to work closely with us to reduce costs. We believe our strong, mutually-beneficial franchisee relationships are evidenced by the over 98% voluntary participation in our domestic distribution system, our over 99% domestic franchise contract renewal rate and our over 99% collection rate on domestic franchise royalty and domestic distribution receivables.

 

Internationally, we have also been able to grow our franchise network by attracting franchisees with business experience and local market knowledge. We generally use our master franchise model, which provides our international franchisees with exclusive rights to operate stores or sub-franchise our well-recognized brand name in their specific, agreed-upon market areas. From year-end 2000 through 2004, we grew our international franchise network 26%, from 2,157 stores to 2,728 stores. Our largest master franchisee operates 526 stores, which accounts for approximately 19% of our total international store count.

 

Strong cash flow and earnings stream. A substantial percentage of our earnings are generated by our committed, owner-operator franchisees through royalty payments and revenues to our vertically-integrated distribution system. Royalty payments yield strong profitability to us because there are minimal corresponding Company-level expenses and capital requirements associated with their collection.

 

We believe that our store economics have led to a strong, well-diversified franchise system. This established franchise system has produced strong cash flow and earnings for us, enabling us to invest in the Domino’s Pizza® brand and our stores, de-lever our balance sheet and deliver attractive returns to our stockholders.

 

#1 pizza delivery company in the United States with a leading international presence. We are the number one pizza delivery company in the United States with a 19.5% share based on reported consumer spending. With 5,008 stores located in the contiguous United States, our domestic store delivery areas cover a majority of U.S. households. Our share position and scale allow us to leverage our purchasing power, distribution strength and advertising investment across our store base. We also believe that our scale and market coverage allow us to effectively serve our customers’ demands for convenience and timely delivery.

 

Outside the United States, we have significant share positions in the key markets in which we compete, including, among other countries, Mexico, where we are the largest QSR company in terms of store count in any QSR category, the United Kingdom, Australia, Canada, South Korea, Japan and Taiwan. Our top ten international markets, based on store count, accounted for approximately 85% of our international retail sales in 2004. We believe we have a leading presence in these markets.

 

Strong brand awareness. We believe our Domino’s Pizza® brand is one of the most widely-recognized consumer brands in the world. We believe consumers associate our brand with the timely delivery of quality, affordable pizza and complementary side items. Over the past five years, our domestic franchise and Company-owned stores have invested an estimated $1.3 billion on national, local and co-operative advertising in the United States. Our Domino’s Pizza® brand has been routinely named a MegaBrand by Advertising Age. We continue to reinforce our brand with extensive advertising through television, radio and print. We also enhance the strength of our brand through marketing affiliations with brands such as Coca-Cola® and NASCAR®.

 

According to industry research reports, approximately 91% of pizza consumers in the U.S. are aware of the Domino’s Pizza® brand. We believe that our brand is particularly strong among pizza consumers for whom dinner is a fairly spontaneous event, which industry research indicates to be the case in nearly 50% of pizza dining occasions. In these situations, we believe that service and product quality are the consumers’ priorities. We believe that well-established demographic and lifestyle trends will drive continuing emphasis on convenience and will, therefore, continue to play into our brand’s strength.

 

Our internal dough manufacturing and distribution system. In addition to generating significant revenues and earnings, we believe that our vertically-integrated dough manufacturing and distribution system enhances the quality and consistency of our products, enhances our relationships with franchisees, leverages economies of scale to offer lower costs to our stores and allows our store managers to better focus on store operations and customer service by relieving them of the responsibility of mixing dough in the stores.

 

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In 2004, we made over 660,000 full-service food deliveries to our domestic stores, or an average of nearly three deliveries per store, per week, with a delivery accuracy rate of approximately 99%. All of our domestic Company-owned and over 98% of our domestic franchise stores purchase all of their food and supplies from us. This is accomplished through our network of 18 regional dough manufacturing and distribution centers, each of which is generally located within a one-day delivery radius of the stores it serves, and a leased fleet of over 200 tractors and trailers. We supply our domestic and international franchisees with equipment and supplies through our equipment and supply distribution center, which we operate as part of our domestic distribution segment. Our equipment and supply distribution center ships a full range of products, including ovens and uniforms, on a daily basis.

 

Because we source the food for substantially all of our domestic stores, our domestic distribution segment enables us to leverage and monitor our strong supplier relationships to achieve the cost benefits of scale and to ensure compliance with our rigorous quality standards. In addition, the “one-stop shop” nature of this system, combined with our delivery accuracy, allows our store managers to eliminate a significant component of the typical “back-of-store” activity that many of our competitors’ store managers must undertake.

 

Our business strategy

 

We intend to achieve further growth and strengthen our competitive position through the continued implementation of our business strategy, which includes the following key elements:

 

Continue to execute on our mission statement. Our mission statement is “Exceptional people on a mission to be the best pizza delivery company in the world.” We implement this mission statement by focusing on four strategic initiatives:

 

PeopleFirst. Attract and retain high-quality Company employees, who we refer to as team members, with the goals of reducing turnover and maintaining continuity in the workforce. We continually strive to achieve this objective through a combination of performance-based compensation for our non-hourly team members, learning and development programs and team member ownership opportunities to promote our entrepreneurial spirit.

 

• Build the Brand. Strengthen and build upon our strong brand name to further solidify our position as the brand of first choice in pizza delivery. We continually strive to achieve this objective through product and process innovation, advertising and promotional campaigns and a strong brand message.

 

• Maintain High Standards. Elevate and maintain quality throughout the entire Domino’s system, with the goals of making quality and consistency a competitive advantage, controlling costs and supporting our stores. We believe that our comprehensive store audits and vertically-integrated distribution system help us to consistently achieve high quality of operations across our system in a cost-efficient manner.

 

• Flawless Execution. Perfect operations with the goals of making quality products, attaining consistency in execution, maintaining the best operating model, making our team members a competitive advantage, operating stores with smart hustle and aligning us with our franchisees.

 

Grow our leading position in an attractive industry. U.S. pizza delivery and carry-out are the largest components of the U.S. QSR pizza category. They are also highly fragmented. Pizza delivery, through which approximately 75% of our retail sales are generated, had sales of $11.9 billion in the twelve months ended November 2004 and grew by 1.6% during that period. As the leader in U.S. pizza delivery, we believe that our convenient store locations, simple operating model, widely-recognized brand and efficient distribution system are competitive advantages that position us to capitalize on future growth.

 

Carry-out, through which approximately 25% of our retail sales are generated, had $12.2 billion of sales in the twelve months ended November 2004. While our primary focus is on pizza delivery, we are also favorably positioned as a leader in carry-out given our strong brand, convenient store locations and quality, affordable menu offerings.

 

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Leverage our strong brand awareness. We believe that the strength of our Domino’s Pizza® brand makes us one of the first choices of consumers seeking a convenient, quality and affordable meal. We intend to continue to promote our brand name and enhance our reputation as the leader in pizza delivery. For example, we intend to continue to promote our successful advertising campaign, “Get the Door. It’s Domino’s.®” through national, local and co-operative media. As part of our strategy to strengthen our brand, each of our domestic stores contributed 3% of their retail sales to our advertising fund for national advertising in addition to contributions for market-level advertising. Additionally, beginning in 2005, each of such domestic stores increased its contributions to our advertising fund for national advertising from 3% to 4% of retail sales.

 

We intend to leverage our strong brand by continuing to introduce innovative, consumer-tested and profitable new pizza varieties (such as Domino’s Philly Cheese Steak Pizza and Domino’s Doublemelt Pizza) and complementary side items (such as buffalo wings, cheesy bread, Domino’s Buffalo Chicken Kickers® and Cinna Stix®) as well as through marketing affiliations with brands such as Coca-Cola® and NASCAR®. We believe these opportunities, when coupled with our scale and share leadership, will allow us to continue to grow our position in U.S. pizza delivery.

 

Expand and optimize our domestic store base. We plan to continue expanding our base of domestic stores to take advantage of the attractive growth opportunities in U.S. pizza delivery. We believe that our scale allows us to expand our store base with limited marketing, distribution and other incremental infrastructure costs. Additionally, our franchise-oriented business model allows us to expand our store base with limited capital expenditures and working capital requirements. While we plan to expand our traditional domestic store base primarily through opening new franchise stores, we will also continually evaluate our mix of Company-owned and franchise stores and strategically acquire franchise stores and refranchise Company-owned stores.

 

Continue to grow our international business. We believe that pizza has global appeal and that there is strong and growing international demand for delivered pizza. We have successfully built a broad international platform, almost exclusively through our master franchise model, as evidenced by our nearly 2,750 international stores in more than 50 countries. Our international stores have produced positive quarterly same store sales growth for 44 consecutive quarters. We believe that we continue to have significant long-term growth opportunities in international markets where we have established a leading presence. In our current top ten international markets, we believe that our store base is less than half of the total long-term potential store base in those markets. Generally, we believe we will achieve long-term growth internationally as a result of the store-level economics of our business model, the growing international demand for delivered pizza and the strong global recognition of the Domino’s Pizza® brand.

 

Store operations

 

We believe that our focused and proven store model provides a significant competitive advantage relative to many of our competitors who focus on multiple components of the pizza category, particularly dine-in. We have been focused on pizza delivery for 44 years. Because our domestic stores and most of our international stores do not offer dine-in areas, they typically do not require expensive real estate, are relatively small and are relatively inexpensive to build and equip. Our stores also benefit from lower maintenance costs, as store assets have long lives and updates are not frequently required. Our simple and efficient operational processes, which we have refined through continuous improvement, include:

 

• strategic store locations to facilitate delivery service;

• production-oriented store designs;

• product and process innovations;

• a focused menu;

• efficient order taking, production and delivery;

• Domino’s PULSE point-of-sale system; and

• a comprehensive store audit program.

 

Strategic store locations to facilitate delivery service

 

We locate our stores strategically to facilitate timely delivery service to our customers. The majority of our domestic stores are located in populated areas in or adjacent to large or mid-size cities, or on or near college campuses. We use geographic information software, which incorporates variables such as traffic volumes, competitor locations, household demographics and visibility, to evaluate and identify potential store locations and new markets.

 

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Production-oriented store designs

 

Our typical store is relatively small, occupying approximately 1,000 to 1,300 square feet, and is designed with a focus on efficient and timely production of consistent, quality pizza for delivery. The store layout has been refined over time to provide an efficient flow from order taking to delivery. Our stores are primarily production facilities and, accordingly, do not typically have a dine-in area.

 

Product and process innovations

 

Our 44 years of experience and innovative culture have resulted in numerous new product and process developments that increase both quality and efficiency. These include our efficient, vertically-integrated distribution system, a sturdier corrugated pizza box and a mesh tray that helps cook pizza crust more evenly. The Domino’s HeatWave® hot bag, which was introduced in 1998, keeps our pizzas hot during delivery. We have also introduced new pizzas such as Domino’s Philly Cheese Steak Pizza and Domino’s Doublemelt Pizza as well as added a number of complementary side items such as buffalo wings, Domino’s Buffalo Chicken Kickers®, bread sticks, cheesy bread and Cinna Stix®.

 

Focused menu

 

We maintain a focused menu that is designed to present an attractive, quality offering to customers, while minimizing errors in, and expediting the order taking and food preparation processes. Our basic menu has three choices: pizza type, pizza size and pizza toppings. Most of our stores carry two sizes of Traditional Hand-Tossed, Ultimate Deep Dish and Crunchy Thin Crust pizza. Our typical store also offers buffalo wings, Domino’s Buffalo Chicken Kickers®, bread sticks, cheesy bread, Cinna Stix® and Coca-Cola® soft drink products. We also occasionally offer other products on a promotional basis. We believe that our focused menu creates a strong identity among consumers, improves operating efficiency and maintains food quality and consistency.

 

Efficient order taking, production and delivery

 

Each store executes an operational process that includes order taking, pizza preparation, cooking (via automated, conveyor-driven ovens), boxing and delivery. The entire order taking and pizza production process is designed for completion in approximately 12-15 minutes. These operational processes are supplemented by an extensive employee training program designed to ensure world-class quality and customer service. It is our priority to ensure that every Domino’s store operates in an efficient, consistent manner while maintaining our high standards of food quality and team member safety.

 

Domino’s PULSE point-of-sale system

 

Our computerized management information systems are designed to improve operating efficiencies, provide corporate management with timely access to financial and marketing data and reduce store and corporate administrative time and expense. We have installed Domino’s PULSE, our proprietary point-of-sale system, in every Company-owned store in the United States. Some enhanced features of Domino’s PULSE over our previous point-of-sale system include:

 

• touch screen ordering, which improves accuracy and facilitates more efficient order taking;

• a delivery driver routing system, which improves delivery efficiency;

• improved administrative and reporting capabilities, which enable store managers to better focus on store operations and customer satisfaction; and

• a customer relationship management tool, which enables us to recognize customers and track ordering preferences.

 

We are requiring our domestic franchisees to install Domino’s PULSE by February 2007.

 

Comprehensive store audit program

 

We utilize a comprehensive store audit program to ensure that our stores are meeting both our stringent standards as well as the expectations of our customers. The audit program focuses primarily on the quality of the pizza a store is producing, the out-the-door time and the condition of the store as viewed by the customer. We believe that this store audit program is an integral part of our strategy to maintain high standards in our stores.

 

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Segment overview

 

We operate in three business segments:

 

• Domestic stores. Our domestic stores segment consists of our domestic franchise operations, which oversee our domestic network of 4,428 franchise stores, and our domestic Company-owned store operations, which operate our domestic network of 580 Company-owned stores;

 

Domestic distribution. Our domestic distribution segment operates 18 regional dough manufacturing and food distribution centers and one distribution center providing equipment and supplies to certain of our domestic and international stores; and

 

International. Our international segment oversees our network of 2,728 international franchise stores in more than 50 countries, operates 19 Company-owned stores in the Netherlands and 2 Company-owned stores in France. Our international segment also distributes food to a limited number of markets from eight dough manufacturing and distribution centers in Alaska, Hawaii, Canada (four), the Netherlands and France.

 

Domestic stores

 

During 2004, our domestic stores segment accounted for $537.5 million, or 37%, of our consolidated revenues. Our domestic franchises are operated by entrepreneurs who own and operate an average of three stores. Only four of our domestic franchisees operate more than 50 stores, including our largest domestic franchisee, who operates 153 stores. Our principal sources of revenues from domestic store operations are Company-owned store sales and royalty payments based on retail sales by our franchisees. Our domestic network of Company-owned stores also plays an important strategic role in our predominantly franchised operating structure. In addition to generating revenues and earnings, we use our domestic Company-owned stores as a test site for new products and promotions as well as store operational improvements and as a forum for training new store managers and prospective franchisees. We also believe that our domestic Company-owned stores add to the economies of scale available for advertising, marketing and other costs that are primarily borne by our franchisees.

 

Our domestic store operations are divided into three geographic zones and are managed through offices located in Georgia, California and Maryland. The offices provide direct supervision over our domestic Company-owned stores and also provide limited training, store operational audits and marketing services. These offices also provide financial analysis and store development services to our franchisees. We maintain a close relationship with our franchise stores through regional franchise teams, an array of computer-based training materials that help franchise stores comply with our standards and franchise advisory groups that facilitate communications between us and our franchisees.

 

We continually evaluate our mix of domestic Company-owned and franchise stores in an effort to optimize our profitability. During 2001, we sold 95 of our domestic Company-owned stores to franchisees because we believed that these stores would be more profitable to us if run by franchisees. In contrast, during 2002, we acquired 83 franchise stores in Arizona where we believe there are significant long-term earnings growth opportunities, and where we believe that we can utilize our operational expertise to improve the operation of these stores, resulting in higher profitability.

 

Domestic distribution

 

During 2004, our domestic distribution segment accounted for $792.0 million, or 55%, of our consolidated revenues. Our domestic distribution segment is comprised of dough manufacturing and distribution centers that manufacture fresh dough on a daily basis and purchase, receive, store and deliver quality pizza-related food products, complementary side items and equipment to all of our Company-owned stores and over 98% of our domestic franchise stores. Each regional dough manufacturing and distribution center serves an average of 273 stores, generally located within a one-day delivery radius. We regularly supply more than 4,900 stores with various supplies and ingredients, of which nine product groups account for nearly 90% of the volume. Our domestic distribution segment made approximately 660,000 full-service deliveries in 2004, or nearly three deliveries per store, per week; and we produced over 355 million pounds of dough during 2004.

 

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We believe that franchisees choose to obtain food, supplies and equipment from us because we provide the most efficient, convenient and cost-effective alternative, while also providing both quality and consistency. In addition, our domestic distribution segment offers a profit-sharing arrangement to stores that purchase all of their food from our domestic dough manufacturing and distribution centers. This profit-sharing arrangement provides domestic Company-owned stores and participating franchisees with 50% of their regional distribution center’s pre-tax profits. Profits are shared with the franchisees based upon each franchisee’s purchases from our distribution centers. We believe these arrangements strengthen our ties with these franchisees.

 

The information systems used by our domestic dough manufacturing and distribution centers are an integral part of the quality service we provide our stores. We use routing strategies and software to optimize our daily delivery schedules, which maximizes on-time deliveries. Through our strategic dough manufacturing and distribution center locations and proven routing systems, we achieved on-time delivery rates of approximately 99% during 2004. Our distribution center drivers unload food and supplies and stock store shelves typically during non-peak store hours, which minimizes disruptions in store operations.

 

International

 

During 2004, our international segment accounted for $117.0 million, or 8%, of our consolidated revenues. We have 498 franchise stores in Mexico, representing the largest presence of any QSR company in Mexico, 333 franchise stores in the United Kingdom, 317 franchise stores in Australia, 247 franchise stores in both Canada and South Korea and over 100 franchise stores in both Japan and Taiwan. The principal sources of revenues from our international operations are royalty payments generated by retail sales from franchise stores, sales of food and supplies to franchisees in certain markets and Company-owned store retail sales.

 

We have grown by more than 800 international stores over the past five years. While our stores are designed for delivery and carry-out, which are less capital-intensive than dine-in, we empower our managers and franchisees to adapt the standard operating model, within certain parameters, to satisfy the local eating habits and consumer preferences of various regions outside the United States. Currently, most of our international stores are operated under master franchise agreements, and we plan to continue entering into master franchise agreements with qualified franchisees to expand our international operations in selected countries. We believe that our international franchise stores appeal to potential franchisees because of our well-recognized brand name, the limited capital expenditures required to open and operate our stores and our system’s store economics. The following table shows our store count as of January 2, 2005 in our top ten international markets, which account for 78% of our international stores.

 

Market    Number
of stores

Mexico

   498

United Kingdom

   333

Australia

   317

Canada

   247

South Korea

   247

Japan

   172

Taiwan

   108

India

     89

France

     77

Netherlands

     62

 

Our franchise program

 

As of January 2, 2005, our 4,428 domestic franchise stores were owned and operated by our 1,300 domestic franchisees. The success of our franchise formula, which enables franchisees to benefit from our brand name with a relatively low initial capital investment, has attracted a large number of motivated entrepreneurs as franchisees. As of January 2, 2005, the average domestic franchisee operated approximately three stores and had been in our franchise system for nearly nine years. At the same time, only four of our domestic franchisees operated more than 50 stores, including our largest domestic franchisee, who operates 153 stores.

 

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Domestic franchisees

 

We apply rigorous standards to prospective franchisees. We generally require prospective domestic franchisees to manage a store for at least one year before being granted a franchise. This enables us to observe the operational and financial performance of a potential franchisee prior to entering into a long-term contract. We also restrict the ability of domestic franchisees to become involved in other businesses, which focuses our franchisees’ attention on operating their stores. As a result, the vast majority of our franchisees come from within the Domino’s Pizza system. We believe these standards are unique to the franchise industry and result in qualified and focused franchisees operating their stores.

 

Franchise agreements

 

We enter into franchise agreements with domestic franchisees under which the franchisee is granted the right to operate a store in a particular location for a term of ten years, with an option to renew for an additional ten years. We currently have a franchise contract renewal rate of over 99%. Under the current standard franchise agreement, we assign an exclusive area of primary responsibility to each franchise store. During the term of the franchise agreement, the franchisee is required to pay a 5.5% royalty fee on sales, subject, in limited instances, to lower rates based on area development agreements, sales initiatives and new store incentives. We have the contractual right, subject to state law, to terminate a franchise agreement for a variety of reasons, including, but not limited to, a franchisee’s failure to make required payments when due or failure to adhere to specified Company policies and standards.

 

Franchise store development

 

We provide domestic franchisees with assistance in selecting store sites and conforming the space to the physical specifications required for our stores. Each domestic franchisee selects the location and design for each store, subject to our approval, based on accessibility and visibility of the site and demographic factors, including population density and anticipated traffic levels. We provide design plans and sell fixtures and equipment for most of our franchise stores.

 

Franchise training and support

 

Training store managers and employees is a critical component of our success. We require all domestic franchisees to complete initial and ongoing training programs provided by us. In addition, under the standard domestic franchise agreement, domestic franchisees are required to implement training programs for their store employees. We assist our domestic and international franchisees by making training materials available to them for their use in training store managers and employees, including computer-based training materials, comprehensive operations manuals and franchise development classes. We also maintain communications with our franchisees online and through various newsletters.

 

Franchise operations

 

We enforce stringent standards over franchise operations to protect our brand name. All franchisees are required to operate their stores in compliance with written policies, standards and specifications, which include matters such as menu items, ingredients, materials, supplies, services, furnishings, decor and signs. Each franchisee has full discretion to determine the prices to be charged to customers. We also provide ongoing support to our franchisees, including training, marketing assistance and consultation to franchisees who experience financial or operational difficulties. We have established several advisory boards, through which franchisees contribute to developing system-wide initiatives.

 

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International franchisees

 

The vast majority of our franchisees outside of the contiguous United States are master franchisees with franchise and distribution rights for entire regions or countries. In select regions or countries, we franchise directly to individual store operators. Our master franchise agreements generally grant the franchisee exclusive rights to develop or sub-franchise stores and the right to operate distribution centers in a particular geographic area for a term of ten to 20 years, with an option to renew for an additional ten-year term. The agreements typically contain growth clauses requiring franchisees to open a minimum number of stores within a specified period. Prospective master franchisees are required to possess or have access to local market knowledge required to establish and develop Domino’s Pizza stores. The local market knowledge focuses on the ability to identify and access targeted real estate sites along with expertise in local customs, culture, consumer behavior and laws. We also seek candidates that have access to sufficient capital to meet their growth and development plans. The master franchisee is generally required to pay an initial, one-time franchise fee based on the size of the market covered by the master franchise agreement, as well as an additional franchise fee upon the opening of each new store. In addition, the master franchisee is required to pay a continuing royalty fee as a percentage of retail sales, which varies among international markets.

 

Domino’s image campaign

 

We have implemented a re-imaging campaign aimed at increasing retail sales and market share through improved brand visibility. This campaign involves relocating selected stores, upgrading store interiors, adding new store signs to draw attention to the stores and providing more contemporary uniforms for employees. If a store is already in a desirable location, the store signs and carry-out areas are updated as needed. As of January 2, 2005, approximately 93% of our domestic stores had been re-imaged or relocated as part of this campaign, including significantly all of our domestic Company-owned stores. We plan to continue to re-image and relocate our domestic stores until each store meets our new image standards.

 

Marketing operations

 

We require domestic stores to contribute 3% of their retail sales to fund national marketing and advertising campaigns. Beginning in 2005, we require domestic stores to contribute 4% of their retail sales to fund national marketing and advertising campaigns. In addition to the required national advertising contributions, in those markets where we have co-operative advertising programs, we generally require stores to contribute a minimum of 1% to 2% of their retail sales to market level media campaigns. These funds are administered by Domino’s National Advertising Fund, Inc., or DNAF, our not-for-profit advertising subsidiary. The funds remitted to DNAF are used primarily to purchase television advertising, but also support market research, field communications, commercial production, talent payments and other activities supporting the Domino’s Pizza® brand. DNAF also provides cost-effective print materials to franchisees for use in local marketing that reinforce our national branding strategy. In addition to the national and market level advertising contributions, domestic stores spend additional amounts on local store marketing, including targeted database mailings, saturation print mailings and community involvement through school and civic organizations.

 

By communicating a common brand message at the national, local market and store levels, we create and reinforce a powerful, consistent marketing message to consumers. This is evidenced by our successful marketing campaign with the slogan, “Get the Door. It’s Domino’s. ®”. Over the past five years, we estimate that domestic stores have invested approximately $1.3 billion on national, local and co-operative advertising.

 

Internationally, marketing efforts are primarily the responsibility of the franchisee in each local market. We assist international franchisees with their marketing efforts through marketing workshops and knowledge sharing of best practices.

 

Suppliers

 

We have maintained active relationships of 15 years or more with more than half of our major suppliers. Our suppliers are required to meet strict quality standards to ensure food safety. We review and evaluate our suppliers’ quality assurance programs through, among other actions, on-site visits to ensure compliance with our standards. We believe that the length and quality of our relationships with suppliers provides us with priority service and quality products at competitive prices.

 

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We believe that two factors have been critical to maintaining long-lasting relationships and keeping our purchasing costs low. First, we are one of the largest domestic volume purchasers of pizza-related products such as flour, cheese, sauce and pizza boxes, which allows us to maximize leverage with our suppliers. Second, we use a combination of single-source and multi-source procurement strategies. Each supply category is evaluated along a number of criteria including value of purchasing leverage, consistency of quality and reliability of supply to determine the appropriate number of suppliers.

 

We currently purchase our cheese from a single supplier pursuant to a requirements contract that provides for pricing based on volume. Our cheese cost is based on the market price of cheese plus a supplier margin. The supplier margin can be reduced if certain volume purchase levels are reached. Once a volume purchase level is reached, the supplier margin is reduced and can only be further reduced in the future based upon attainment of higher volume purchase levels. The supplier agreement is terminable by us upon 90 days prior written notice. Our chicken, meat toppings and Crunchy Thin Crust dough products are currently sourced by another single supplier pursuant to requirements contracts that expire in 2009. We have the right to terminate these requirements contracts for quality failures and for uncured breaches.

 

We believe that alternative suppliers for all of these ingredients are available, and all of our other dough ingredients, boxes and sauces are sourced from multiple suppliers. While we would likely incur additional costs if we are required to replace any of our suppliers, we do not believe that such additional costs would have a material adverse effect on our business. We have also entered into a multi-year agreement with Coca-Cola effective January 1, 2003 for the contiguous United States. The contract provides for Coca-Cola to be our exclusive beverage supplier and expires on the later of December 31, 2009 or such time as a minimum number of cases of Coca-Cola® products are purchased by us. We continually evaluate each supply category to determine the optimal sourcing strategy.

 

We have not experienced any significant shortages of supplies or any delays in receiving our food or beverage inventories, restaurant supplies or products. Prices charged to us by our suppliers are subject to fluctuation, and we have historically been able to pass increased costs and savings on to our stores. We do not engage in commodity hedging.

 

Competition

 

U.S. and international pizza delivery and carry-out are highly competitive. Domestically, we compete against regional and local companies as well as national chains, including Pizza Hut® and Papa John’s®. Internationally, we compete against Pizza Hut® and regional and local companies. We generally compete on the basis of product quality, location, delivery time, service and price. We also compete on a broader scale with quick service and other international, national, regional and local restaurants. In addition, the overall food service industry and the QSR sector in particular are intensely competitive with respect to product quality, price, service, convenience and concept. The industry is often affected by changes in consumer tastes, economic conditions, demographic trends and consumers’ disposable income. We compete within the food service industry and the QSR sector not only for customers, but also for personnel, suitable real estate sites and qualified franchisees.

 

Government regulation

 

We are subject to various federal, state and local laws affecting the operation of our business, as are our franchisees, including various health, sanitation, fire and safety standards. Each store is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, building and fire agencies in the jurisdiction in which the store is located. In connection with the re-imaging of our stores, we may be required to expend funds to meet certain federal, state and local regulations, including regulations requiring that remodeled or altered stores be accessible to persons with disabilities. Difficulties in obtaining, or the failure to obtain, required licenses or approvals could delay or prevent the opening of a new store in a particular area or cause an existing store to cease operations. Our distribution facilities are licensed and subject to similar regulations by federal, state and local health and fire codes.

 

We are also subject to the Fair Labor Standards Act and various other laws governing such matters as minimum wage requirements, overtime and other working conditions and citizenship requirements. A significant number of our food service personnel are paid at rates related to the federal minimum wage, and past increases in the minimum wage have increased our labor costs as would future increases.

 

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We are subject to the rules and regulations of the Federal Trade Commission and various state laws regulating the offer and sale of franchises. The Federal Trade Commission and various state laws require that we furnish a franchise offering circular containing certain information to prospective franchisees, and a number of states require registration of the franchise offering circular with state authorities. We are operating under exemptions from registration in several states based on the net worth of our operating subsidiary, Domino’s Pizza LLC, and experience. Substantive state laws that regulate the franchisor-franchisee relationship presently exist in a substantial number of states, and bills have been introduced in Congress from time to time that would provide for federal regulation of the franchisor-franchisee relationship. The state laws often limit, among other things, the duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchisor to designate sources of supply. We believe that our uniform franchise offering circular, together with any applicable state versions or supplements, and franchising procedures comply in all material respects with both the Federal Trade Commission guidelines and all applicable state laws regulating franchising in those states in which we have offered franchises.

 

Internationally, our franchise stores are subject to national and local laws and regulations that often are similar to those affecting our domestic stores, including laws and regulations concerning franchises, labor, health, sanitation and safety. Our international franchise stores are also often subject to tariffs and regulations on imported commodities and equipment, and laws regulating foreign investment. We believe that our international disclosure statements, franchise offering documents and franchising procedures comply in all material respects with the laws of the foreign countries in which we have offered franchises.

 

Trademarks

 

We have many registered trademarks and service marks and believe that the Domino’s® mark and Domino’s Pizza® names and logos, in particular, have significant value and are important to our business. Our policy is to pursue registration of our trademarks and to vigorously oppose the infringement of any of our trademarks. We license the use of our registered marks to franchisees through franchise agreements.

 

Environmental matters

 

We are not aware of any federal, state or local environmental laws or regulations that will materially affect our earnings or competitive position, or result in material capital expenditures. However, we cannot predict the effect of possible future environmental legislation or regulations. During 2004, there were no material capital expenditures for environmental control facilities, and no such material expenditures are anticipated in 2005.

 

Employees

 

As of January 2, 2005, we had approximately 13,500 employees, who we refer to as team members, in our Company-owned stores, dough manufacturing and distribution centers, World Resource Center (our corporate headquarters) and zone offices. As franchisees are independent business owners, they and their employees are not included in our employee count. We consider our relationship with our employees and franchisees to be good. We estimate the total number of people who work in the Domino’s Pizza system, including our employees, franchisees and the employees of franchisees, was approximately 145,000 as of January 2, 2005.

 

None of our employees are represented by a labor union or covered by a collective bargaining agreement other than statutorily mandated programs in European countries where we operate.

 

Driver safety

 

Our commitment to safety is embodied in our hiring, training and review process. Before an applicant is considered for hire as a delivery driver, motor vehicle records are reviewed to ensure a minimum two-year safe driving record. In addition, we require regular checks of driving records and proof of insurance for delivery drivers throughout their employment with us. Each Domino’s driver, including drivers employed by franchisees, must complete our safe delivery training program. We have also implemented several Company-wide safe driving incentive programs.

 

Our safety and security department oversees security matters for our stores. Regional security and safety directors oversee security measures at store locations and assist local authorities in investigations of incidents involving our stores or personnel.

 

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Community activities

 

We believe in supporting the communities we serve. This is evidenced by our strong support of the Domino’s Pizza Partners Foundation. The foundation is a separate, not-for-profit organization that was established in 1986 to assist Domino’s Pizza team members in times of tragedy and special need. Over the past two years, we and our employees and franchisees contributed over $2.6 million to the foundation’s efforts, and, since its inception, the foundation has supplied millions of dollars to team members in need.

 

From 2001 through March 2004, we had a national partnership with the Make-A-Wish Foundation. Through this alliance, we dedicated ourselves to deliver wishes to children with life threatening illnesses and assist the foundation with its benevolent volunteer efforts through heightened awareness and direct contributions. Under this commitment, we satisfied the wishes of more than 25 children.

 

In July 2004, we announced a three-year national charitable commitment to St. Jude Children’s Research Hospital. St. Jude was selected by our team members and franchisees through a global election process. Through a variety of internal and consumer-based activities, Domino’s Pizza has contributed more than $350,000 either directly to St. Jude, or to support programs designed to build awareness for the great work St. Jude does on behalf of children everywhere.

 

In February 2005, we announced that Domino’s Pizza, its employees and franchisees around the globe contributed $220,000 to the American Red Cross and other relief agencies in an effort to assist victims of the December 26, 2004 tsunami disaster in southeast Asia.

 

Research and development

 

We operate research and product development facilities at our World Resource Center in Ann Arbor, Michigan. Company-sponsored research and development activities, which include, among other things, testing new products for possible menu additions, are an important activity to us and our franchisees. We do not consider the amounts we spend on research and development to be material.

 

Insurance

 

We maintain insurance coverage for general liability, owned and non-owned automobile liability, workers’ compensation, employment practices liability, directors’ and officers’ liability, fiduciary, property (including leaseholds and equipment, as well as business interruption), commercial crime, global risks and other coverages in such form and with such limits as we believe are customary for a business of our size and type.

 

We are partially self-insured for workers’ compensation, general liability and owned and non-owned automobile liabilities for certain periods prior to December 1998 and for periods after December 2001. We are generally responsible for up to $1.0 million per occurrence under these retention programs for workers’ compensation and general liability. We are also generally responsible for between $500,000 and $3.0 million per occurrence under these retention programs for owned and non-owned automobile liabilities. Pursuant to the terms of our standard franchise agreement, franchisees are also required to maintain minimum levels of insurance coverage at their expense and to have us named as an additional insured on their liability policies.

 

Working capital

 

Information about the Company’s working capital is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7., page 27.

 

Customers

 

The Company’s business is not dependent upon a single customer or small group of customers, including franchisees. No customer accounted for more than 10% of total consolidated revenues in 2002, 2003, or 2004.

 

Seasonal operations

 

The Company’s business is not typically seasonal.

 

Backlog orders

 

The Company has no backlog orders as of January 2, 2005.

 

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Government contracts

 

No material portion of the Company’s business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the United States government.

 

Financial information about business segments and geographic areas

 

Financial information about international and United States markets and business segments is incorporated herein by reference from Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related footnotes in Part II, Item 6., pages 17 and 18, Item 7., pages 19 through 31 and Item 8., pages 33 through 102, respectively of this Form 10-K.

 

Available information

 

The Company makes available through its internet website www.dominos.com its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission. This information is also available at www.sec.gov. The reference to these website addresses does not constitute incorporation by reference of the information contained on the websites and should not be considered part of this document.

 

Item 2. Properties.

 

We lease approximately 200,000 square feet for our World Resource Center located in Ann Arbor, Michigan under an operating lease with Domino’s Farms Office Park, L.L.C., a related party. The lease, as amended, expires in December 2013 and has two five-year renewal options.

 

We own four domestic Company-owned store buildings and six distribution center buildings. We also own nine store buildings which we lease to domestic franchisees. All other domestic Company-owned stores are leased by us, typically under five-year leases with one or two five-year renewal options. All other domestic distribution centers are leased by us, typically under leases ranging between five and 15 years with one or two five-year renewal options. All other franchise stores are leased or owned directly by the respective franchisees. We believe that our existing headquarters and other leased and owned facilities are adequate to meet our current requirements.

 

Item 3. Legal Proceedings.

 

We are a party to lawsuits, revenue agent reviews by taxing authorities and legal proceedings arising in the ordinary course of business, of which the majority involve workers’ compensation, employment practices liability, general liability, automobile and franchisee claims. Like other retail employers in California, we are facing allegations of purported class-wide wage and hour violations related to meal and rest breaks and the proper classification of its store general managers as exempt employees under California law. We believe that we have properly classified our general managers as exempt under California law and accordingly intend to vigorously defend against all claims in this lawsuit. We believe that these matters, individually and in the aggregate, will not have a significant adverse effect on our financial condition and that our established reserves adequately provide for the estimated resolution of such claims.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

None.

 

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Part II

 

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

As of March 1, 2005, Domino’s Pizza, Inc. had 170,000,000 authorized shares of common stock, par value $0.01 per share, of which 68,998,707 were issued and outstanding. Domino’s Pizza, Inc.’s common stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “DPZ”. In connection with our IPO, which was completed on July 16, 2004, Domino’s Pizza, Inc. issued and sold 9,375,000 shares of common stock. Concurrently, existing shareholders sold 14,846,929 shares of common stock. Prior to this date, there was no established public trading market for Domino’s Pizza, Inc.’s common stock.

 

The following table presents the high and low closing prices by quarter for Domino’s Pizza, Inc.’s common stock, as reported by the NYSE and dividends declared per common share. The third quarter figures presented below include information from the date of Domino’s Pizza, Inc.’s IPO through the end of the third quarter.

 

     High    Low   

Dividend

Declared

    

Third quarter (July 13, 2004 – September 5, 2004)

   $ 14.45    $ 12.75    $ -     

Fourth quarter (September 6, 2004 – January 2, 2005)

     18.65      13.78      0.065     

 

Our Board of Directors declared a quarterly dividend of $0.065 per common share on October 14, 2004 for shareholders of record at the close of business on December 1, 2004. The dividend was paid on December 15, 2004. Our Board of Directors declared a quarterly dividend of $0.10 per common share on February 17, 2005 payable on March 30, 2005 to shareholders of record at the close of business on March 15, 2005.

 

We presently anticipate continuing the payment of quarterly cash dividends. The actual amount of such dividends will depend upon future earnings, results of operations, capital requirements, our financial condition and certain other factors. There can be no assurance as to the amount of free cash flow that we will generate in future years and, accordingly, dividends will be considered after reviewing returns to shareholders, profitability expectations and financing needs and will be declared at the discretion of our Board of Directors.

 

The Company made no repurchases of common stock during the fourth quarter of 2004.

 

As of March 1, 2005, there were approximately 138 registered holders of record of Domino’s Pizza, Inc.’s common stock.

 

Domino’s, Inc., the wholly-owned subsidiary of Domino’s Pizza, Inc., had 3,000 authorized shares of common stock, par value $0.01 per share, of which 10 were issued and outstanding. All 10 shares of Domino’s, Inc. were held by Domino’s Pizza, Inc. There were no equity securities sold by Domino’s, Inc. during the period covered by this report. There is no established public trading market for Domino’s, Inc.’s common stock.

 

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Item 6. Selected Financial Data.

 

The selected financial data set forth below should be read in conjunction with, and is qualified by reference to, Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes included in this Form 10-K. The selected financial data below, with the exception of store counts and same store sales growth, have been derived from the audited consolidated financial statements of Domino’s Pizza, Inc. and subsidiaries. These historical data are not necessarily indicative of results to be expected for any future period.

 

    Fiscal year ended  
(dollars in millions, except per share data)   December 31,
2000
    December 30,
2001
    December 29,
2002
    December 28,
2003 (6)
    January 2,
2005 (7)
 

Income statement data:

                                       

Revenues:

                                       

Domestic Company-owned stores

  $ 378.0     $ 362.2     $ 376.5     $ 375.4     $ 382.5  

Domestic franchise

    120.6       134.2       140.7       144.5       155.0  

Domestic stores

    498.6       496.4       517.2       519.9       537.5  

Domestic distribution

    604.1       691.9       676.0       717.1       792.0  

International

    63.4       70.0       81.8       96.4       117.0  

Total revenues

    1,166.1       1,258.3       1,275.0       1,333.3       1,446.5  

Cost of sales

    868.1       944.5       945.8       997.7       1,092.8  

Operating margin

    298.0       313.8       329.2       335.6       353.7  

General and administrative expense (1)

    185.6       186.7       171.4       176.1       182.3  

Income from operations

    112.4       127.1       157.8       159.5       171.4  

Interest income

    4.1       1.8       0.5       0.4       0.6  

Interest expense

    (75.8 )     (68.4 )     (60.3 )     (74.7 )     (61.1 )

Other

    0.9       (0.2 )     (1.8 )     (22.7 )     (10.8 )

Income before provision for income taxes

    41.5       60.3       96.2       62.4       100.1  

Provision for income taxes

    16.2       23.5       35.7       23.4       37.8  

Net income

  $ 25.3     $ 36.8     $ 60.5     $ 39.0     $ 62.3  

Net income (loss) available to common
stockholders (2)

  $ 10.8     $ 20.7     $ 43.0     $ (4.0 )   $ 62.3  

Earnings (loss) per share:

                                       

Class L – basic

  $ 8.59     $ 9.67     $ 10.97     $ 10.26     $ 5.57  

Class L – diluted

    8.58       9.65       10.96       10.25       5.57  

Common stock – basic

  $ (0.62 )   $ (0.45 )   $ 0.10     $ (1.26 )   $ 0.85  

Common stock – diluted

    (0.62 )     (0.45 )     0.09       (1.26 )     0.81  

Dividends declared per share (3)

    -       -       -       -     $ 0.065  

Balance sheet data (at end of period):

                                       

Cash and cash equivalents

  $ 41.9     $ 59.0     $ 25.5     $ 46.4     $ 40.4  

Working capital

    (11.2 )     (24.6 )     (10.2 )     (1.3 )     (0.2 )

Total assets

    386.4       406.4       425.5       452.1       447.3  

Total long-term debt, less current portion

    664.6       611.5       599.2       941.2       755.4  

Total debt

    686.1       654.7       602.0       959.7       780.7  

Cumulative preferred stock

    99.5       99.2       98.0       -       -  

Total stockholders’ deficit

    (552.8 )     (523.9 )     (473.4 )     (718.0 )     (549.9 )

 

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    Fiscal year ended
(dollars in millions)   December 31,
2000
  December 30,
2001
  December 29,
2002
  December 28,
2003 (6)
  January 2,
2005 (7)

Other financial data:

                             

Depreciation and amortization (1)

  $ 33.6    $ 33.1   $ 28.3   $ 29.8    $ 31.7

Capital expenditures

    37.9      40.6     53.9     29.2      39.8

Same store sales growth (4):

                             

Domestic Company-owned stores

    (0.9)%     7.3%     0.0%     (1.7)%     0.1%

Domestic franchise stores

    0.1%      3.6%     3.0%     1.7%      2.1%

Domestic stores

    0.0%      4.0%     2.6%     1.3%      1.8%

International stores

    3.7%      6.4%     4.1%     4.0%      5.9%

Store counts (at end of period):

                             

Domestic Company-owned stores

    626      519     577     577      580

Domestic franchise stores (5)

    4,192      4,294     4,271     4,327      4,428

Domestic stores

    4,818      4,813     4,848     4,904      5,008

International stores

    2,159      2,259     2,382     2,523      2,749

Total stores

    6,977      7,072     7,230     7,427      7,757

 

(1) Included in general and administrative expense is amortization expense related to a covenant not-to-compete with our founder and former majority stockholder of approximately $10.9 million and $5.3 million in 2000 and 2001, respectively.

 

(2) Net income (loss) available to common stockholders is comprised of consolidated net income less cumulative preferred stock dividends and cumulative preferred stock accretion amounts.

 

(3) We declared a 6.5 cent per share dividend on October 14, 2004, to shareholders of record on December 1, 2004, payable on December 15, 2004. We also paid $188.3 million in dividends to shareholders as part of our recapitalization in 2003.

 

(4) Same store sales growth is calculated including only sales from stores that also had sales in the comparable period of the prior year, but excluding sales from certain seasonal locations such as stadiums and concert arenas. International same store sales growth is calculated similarly to domestic same store sales growth. Changes in international same store sales are reported on a constant dollar basis which reflects changes in international local currency sales. The 53rd week in 2004 had no positive or negative impact on same store sales amounts.

 

(5) Includes a 51 store reduction as a result of our revised definition of a store in 2001. During 2001, we revised our store definition and excluded from our total store count any retail location that was open less than 52 weeks and had annual sales of less than $100,000 from our total store count. Although these units are no longer included in our store counts, revenues and profits generated from these units are recognized in our operating results. The 2000 store count information has not been adjusted to reflect this change in store count methodology.

 

(6) In connection with our recapitalization in 2003, Domino’s, Inc. issued and sold $403.0 million aggregate principal amount at maturity of senior subordinated notes at a discount resulting in gross proceeds of $400.1 million and borrowed $610.0 million in term loans. We used the proceeds from the senior subordinated notes, borrowings from the term loans and cash from operations to retire $206.7 million principal amount of the then outstanding senior subordinated notes plus accrued interest and bond tender fees for $236.9 million, repay all amounts outstanding under the previous senior credit facility, redeem all of our outstanding preferred stock for $200.5 million and pay a dividend on our outstanding common stock of $188.3 million. Additionally, we expensed $15.7 million of related general and administrative expenses, comprised of compensation expenses, wrote-off $15.6 million of deferred financing costs to interest expense and expensed $20.4 million of bond tender fees in other expense. Total recapitalization related expenses were $51.7 million (pre-tax). We also recorded a $20.4 million deferred financing cost asset.

 

(7) In connection with our IPO completed on July 16, 2004, Domino’s Pizza, Inc. issued and sold 9,375,000 shares resulting in net proceeds to us of approximately $119.6 million. These net proceeds were used to redeem, at a premium plus accrued interest, approximately $109.1 million aggregate principal amount of Domino’s, Inc. 8 1/4% senior subordinated notes. Immediately following the closing of the IPO, we had 68,653,626 shares of common stock outstanding. Additionally, in connection with the IPO, we used general funds to, among other things, distribute $16.9 million to our founder and former majority shareholder and his spouse for full payment of contingent notes then outstanding and pay $10.0 million to an affiliate of our principal stockholder, in connection with the termination of its management agreement with us, which was recorded in general and administrative expense. Additionally, the 2004 fiscal year includes 53 weeks, while the 2000 through 2003 fiscal years each include 52 weeks.

 

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

Our fiscal year typically includes 52 weeks, comprised of three twelve week quarters and one sixteen week quarter. Every five or six years our fiscal year includes an extra (or 53rd) week. Fiscal 2004 consisted of 53 weeks, while fiscal 2002 and fiscal 2003 consisted of 52 weeks.

 

We are the number one pizza delivery company in the United States with a 19.5% share based on reported consumer spending. We also have a leading international presence. We operate through a network of 601 Company-owned stores, substantially all of which are in the United States, and 7,156 franchise stores located in all 50 states and in more than 50 countries. In addition, we operate 18 regional dough manufacturing and distribution centers in the contiguous United States as well as eight dough manufacturing and distribution centers outside the contiguous United States.

 

In 2004, Domino’s Pizza, Inc. completed its initial public offering. As part of the IPO, we issued and sold 9,375,000 shares of common stock resulting in net proceeds to us of approximately $119.6 million. We used a significant amount of these net proceeds to pay down debt. Also in the IPO, existing shareholders sold an aggregate of 14,846,929 shares of common stock. We did not receive any proceeds from the sale of shares by the selling shareholders.

 

Our financial results are driven largely by changes in retail sales at our Company-owned and franchise stores. Changes in retail sales are driven by changes in same store sales and store counts. We monitor both of these metrics very closely, as they directly impact our revenues and profits, and strive to consistently increase the related amounts. Retail sales drive Company-owned store revenues, royalty payments from franchisees and distribution revenues. Retail sales are primarily impacted by the strength of the Domino’s Pizza® brand, the success of our marketing promotions and our ability to execute our store operating model and other business strategies. In 2004, global retail sales increased 10.5% as compared to the prior year, boosted by the 53rd week in 2004, which accounted for approximately 2 percentage points of the increase.

 

We earn a significant portion of our income from our franchisees through royalty payments and distribution earnings as well as earnings from our Company-owned stores. We believe that the investment performance of our stores to their owners, which we refer to as store economics, benefits from the relatively small investment required to own and operate a Domino’s pizza store. We believe these favorable investment requirements, coupled with a strong brand message supported by significant advertising spending, as well as high-quality and focused menu offerings, drive store economics, which, in turn, drive same store sales growth and demand for new stores. We pay particular attention to the store economics of both our Company-owned and franchise stores.

 

We are highly leveraged as the result of recapitalizations in 1998 and 2003. Since 1998, a large portion of our cash flows provided from operations has been used to make principal and interest payments on our indebtedness. We subsequently amended our senior secured credit facility to provide for reduced principal payments in the earlier years of the credit facility, exclusive of excess cash flow sweep provisions as more fully described in the “Liquidity and capital resources” section included in this “Management’s discussion and analysis of financial condition and results of operations” section. Our senior subordinated notes require no principal payments until maturity in 2011. As of January 2, 2005, consolidated long-term debt was $780.7 million. We have decreased our total leverage ratio (total debt divided by total segment income) from 4.7x to 3.6x over the past year as a result of strong operating cash flows and proceeds from the IPO.

 

We devote significant attention to our brand-building efforts, which is evident in our system’s estimated $1.3 billion of domestic advertising spending over the past five years and our frequent designation as a MegaBrand by Advertising Age. We plan on continuing to build our brand by satisfying customers worldwide with our pizza delivery offerings and by continuing to invest significant amounts in the advertising and marketing of the Domino’s Pizza® brand.

 

Our revenues have increased over the past three years as a result of higher store counts, increases in same store sales and increases in distribution sales. Worldwide store counts have increased from 7,072 at the beginning of 2002 to 7,757 at the end of 2004. This growth in store counts can be attributed to the growing global acceptance of our brand and our pizza delivery concept as well as the economics inherent in our system which attracts new franchisees and encourages existing franchisees to grow their business. Domestic same store sales increased 2.6%, 1.3% and 1.8% in 2002, 2003 and 2004, respectively. International same store sales increased 4.1%, 4.0% and 5.9%, respectively. The consistent domestic same store sales increases have been a result of several new products (Domino’s Philly Cheese Steak Pizza and Domino’s Doublemelt) as well as strong promotional activities. Internationally, same stores sales growth continues to result from the overall acceptance of delivered pizza around the globe.

 

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Income from operations has increased from $157.8 million in 2002 to $171.4 million in 2004. This growth in income from operations was primarily the result of increases in store counts and same store sales, related profits from distribution center operations and the positive effect of lowering our general and administrative costs as a percentage of consolidated revenues due to management’s continued focus on controlling overhead costs.

 

Net income increased from $60.5 million in 2002 to $62.3 million in 2004. The 2004 net income amount included $22.7 million of pre-tax expenses incurred in connection with our IPO.

 

Critical accounting policies and estimates

 

The following discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, our management evaluates its estimates, including those related to revenue recognition, allowance for uncollectible receivables, long-lived and intangible assets, insurance and legal matters and income taxes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Changes in our estimates could materially impact our results of operations and financial condition for any particular period. We believe that our most critical accounting policies are:

 

Revenue recognition. We earn revenues through our network of domestic Company-owned and franchise stores, dough manufacturing and distribution centers and international operations. Retail sales from Company-owned stores and royalty revenues resulting from the retail sales from franchise stores are recognized as revenues when the items are delivered to or carried out by customers. Sales of food from our distribution centers are recognized as revenues upon delivery of the food to franchisees while sales of equipment and supplies from our distribution centers are generally recognized as revenues upon shipment of the related products to franchisees.

 

Allowance for uncollectible receivables. We closely monitor our accounts and notes receivable balances and provide allowances for uncollectible amounts as a result of our reviews. These estimates are based on, among other factors, historical collection experience and a review of our receivables by aging category. Additionally, we may also provide allowances for uncollectible receivables based on specific customer collection issues that we have identified. While write-offs of bad debts have historically been within our expectations and the provisions established, management cannot guarantee that future write-offs will not exceed historical rates. Specifically, if the financial condition of our franchisees were to deteriorate resulting in an impairment of their ability to make payments, additional allowances may be required.

 

Long-lived and intangible assets. We record long-lived assets, including property, plant and equipment and capitalized software, at cost. For acquisitions of franchise operations, we estimate the fair values of the assets and liabilities acquired based on physical inspection of assets, historical experience and other information available to us regarding the acquisition. We depreciate and amortize long-lived assets using useful lives determined by us based on historical experience and other information available to us. We review long-lived assets for impairment when events or circumstances indicate that the related amounts might be impaired. We perform related impairment tests on a market level basis for Company-owned stores. At January 2, 2005, we determined that our long-lived assets were not impaired. However, if our future operating performance were to deteriorate, we may be required to recognize an impairment charge.

 

We evaluate goodwill for impairment by comparing the fair value of our reporting units to their carrying values. A significant portion of our goodwill relates to acquisitions of domestic franchise stores and is included in our domestic stores segment. At January 2, 2005, the fair value of our Company-owned stores exceeded its recorded carrying value, including the related goodwill. However, if the future performance of our domestic Company-owned stores were to deteriorate, we may be required to recognize a goodwill impairment charge.

 

Insurance and legal matters. We are a party to lawsuits and legal proceedings arising in the ordinary course of business. Management closely monitors these legal matters and estimates the probable costs for the resolution of such matters. These estimates are primarily determined by consulting with both internal and external parties handling the matters and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. If our estimates relating to legal matters proved inaccurate for any reason, we may be required to increase or decrease the related expense in future periods.

 

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For certain periods prior to December 1998 and for periods after December 2001, we maintain insurance coverage for workers’ compensation, general liability and owned and non-owned auto liability under insurance policies requiring payment of a deductible for each occurrence up to between $500,000 and $3.0 million, depending on the policy year and line of coverage. The related insurance reserves are determined using actuarial estimates, which are based on historical information along with assumptions about future events. Changes in assumptions for such factors as medical costs and legal actions, as well as changes in actual experience, could cause these estimates to change in the near term which could result in an increase or decrease in the related expense in future periods.

 

Income taxes. Our net deferred tax assets assume that we will generate sufficient taxable income in specific tax jurisdictions, based on estimates and assumptions. The amounts relating to taxes recorded on the balance sheet, including tax reserves, also consider the ultimate resolution of revenue agent reviews based on estimates and assumptions. If these estimates and assumptions change in the future, we may be required to adjust our valuation allowance or other tax reserves resulting in additional income tax expense or benefit in future periods.

 

Same Store Sales Growth

 

The following is a summary of our same store sales growth for 2002, 2003 and 2004.

 

     2002   2003   2004

Domestic Company-owned stores

   0.0%   (1.7)%   0.1%

Domestic franchise stores

   3.0%   1.7%   2.1%

Domestic stores

   2.6%   1.3%   1.8%

International stores (constant dollar)

   4.1%   4.0%   5.9%

 

Store Growth Activity

 

The following is a summary of our store growth activity for fiscal 2002, 2003 and 2004.

 

    

Domestic

Company-owned

Stores

   

Domestic

Franchise

   

Domestic

Stores

    International
Stores
    Total  

Store count at December 30, 2001

   519     4,294     4,813     2,259     7,072  

Openings

   5     140     145     220     365  

Closings

   (16 )   (94 )   (110 )   (97 )   (207 )

Transfers

   69     (69 )   -     -     -  

Store count at December 29, 2002

   577     4,271     4,848     2,382     7,230  

Openings

   5     127     132     224     356  

Closings

   (4 )   (72 )   (76 )   (83 )   (159 )

Transfers

   (1 )   1     -     -     -  

Store count at December 28, 2003

   577     4,327     4,904     2,523     7,427  

Openings

   5     165     170     263     433  

Closings

   (1 )   (65 )   (66 )   (37 )   (103 )

Transfers

   (1 )   1     -     -     -  

Store count at January 2, 2005

   580     4,428     5,008     2,749     7,757  

 

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Income Statement Data

 

The following tables set forth income statement data expressed in dollars and as a percentage of revenues for 2002, 2003 and 2004.

 

(dollars in millions)    2002     2003     2004  

Domestic Company-owned stores

   $ 376.5          $ 375.4          $ 382.5       

Domestic franchise

     140.7            144.5            155.0       

Domestic distribution

     676.0            717.1            792.0       

International

     81.8            96.4            117.0       

Total revenues

     1,275.0    100.0 %     1,333.3    100.0 %     1,446.5    100.0 %

Domestic Company-owned stores

     295.0            302.0            313.6       

Domestic distribution

     604.4            643.6            718.9       

International

     46.4            52.1            60.3       

Cost of sales

     945.8    74.2 %     997.7    74.8 %     1,092.8    75.6 %

General and administrative

     171.4    13.4 %     176.1    13.2 %     182.3    12.6 %

Income from operations

     157.8    12.4 %     159.5    12.0 %     171.4    11.8 %

Interest expense, net

     59.8    4.7 %     74.3    5.6 %     60.5    4.2 %

Other

     1.8    0.2 %     22.7    1.7 %     10.8    0.7 %

Income before provision for income taxes

     96.2    7.5 %     62.4    4.7 %     100.1    6.9 %

Provision for income taxes

     35.7    2.8 %     23.4    1.8 %     37.8    2.6 %

Net income

   $ 60.5    4.7 %   $ 39.0    2.9 %   $ 62.3    4.3 %

 

2004 compared to 2003

(tabular amounts in millions, except percentages)

 

Revenues. Revenues include retail sales by Company-owned stores, royalties from domestic and international franchise stores and sales of food, equipment and supplies by our distribution centers to certain domestic and international franchise stores.

 

Consolidated revenues increased $113.2 million or 8.5% in 2004 to $1,446.5 million, from $1,333.3 million in 2003. This increase in revenues was due primarily to increases in revenues as a result of higher retail sales, increases in commodity prices and the effect of the 53rd week in 2004. These increases in revenues are more fully described below.

 

Domestic stores. Domestic stores revenues are comprised of retail sales from domestic Company-owned store operations and royalties from retail sales at domestic franchise stores, as summarized in the following table.

 

     2003     2004  

Domestic Company-owned stores

   $ 375.4    72.2 %   $ 382.5    71.2 %

Domestic franchise

     144.5    27.8 %     155.0    28.8 %

    Total domestic stores revenues

   $ 519.9    100.0 %   $ 537.5    100.0 %

 

Domestic stores revenues increased $17.6 million or 3.4% to $537.5 million in 2004, from $519.9 million in 2003. This increase was due primarily to a 1.8% increase in same store sales, an increase in total domestic store counts and the inclusion of the 53rd week in 2004. These results are more fully described below.

 

Domestic Company-owned stores. Revenues from domestic Company-owned store operations increased $7.1 million or 1.9% to $382.5 million in 2004, from $375.4 million in 2003. This increase was due to the inclusion of the 53rd week in fiscal 2004. Same store sales for domestic Company-owned stores increased 0.1% in 2004 compared to 2003. There were 577 and 580 domestic Company-owned stores in operation as of December 28, 2003 and January 2, 2005, respectively.

 

Domestic franchise. Revenues from domestic franchise operations increased $10.5 million or 7.3% to $155.0 million in 2004, from $144.5 million in 2003. This increase was due primarily to an increase in same store sales and an increase in the average number of domestic franchise stores open during 2004. Additionally, domestic franchise revenues were positively impacted by approximately $3.0 million due to the inclusion of the 53rd week in fiscal 2004. Same store sales for domestic franchise stores increased 2.1% in 2004 compared to 2003. There were 4,327 and 4,428 domestic franchise stores in operation as of December 28, 2003 and January 2, 2005, respectively.

 

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Domestic distribution. Revenues from domestic distribution operations increased $74.9 million or 10.5% to $792.0 million in 2004, from $717.1 million in 2003. This increase was due primarily to an increase in volumes relating to increases in domestic franchise retail sales and a market increase in overall food prices, primarily cheese. Cheese prices favorably impacted revenues by approximately $44.4 million in 2004. Additionally, domestic distribution revenues were positively impacted by approximately $16.7 million due to the inclusion of the 53rd week in fiscal 2004.

 

International. Revenues from international operations increased $20.6 million or 21.4% to $117.0 million in 2004, from $96.4 million in 2003. This increase was due primarily to an increase in same store sales, an increase in the average number of international stores open during 2004 and a related increase in revenues from our international distribution operations. Additionally, international revenues were positively impacted by approximately $2.5 million due to the inclusion of the 53rd week in fiscal 2004. On a constant dollar basis, same store sales increased 5.9% in 2004 compared to 2003. On a historical dollar basis, same store sales increased 11.5% in 2004 compared to 2003, reflecting a generally weaker U.S. dollar in those markets in which we compete. There were 2,523 and 2,749 international stores in operation as of December 28, 2003 and January 2, 2005, respectively.

 

Cost of sales / Operating margin. Consolidated cost of sales is comprised primarily of Company-owned store and domestic distribution costs incurred to generate related revenues. Components of consolidated cost of sales primarily include food, labor and occupancy costs.

 

The consolidated operating margin, which we define as revenues less cost of sales, increased $18.1 million or 5.4% to $353.7 million in 2004, from $335.6 million in 2003, as summarized in the following table.

 

     2003     2004  

Consolidated revenues

   $ 1,333.3    100.0 %   $ 1,446.5    100.0 %

Consolidated cost of sales

     997.7    74.8 %     1,092.8    75.6 %

    Consolidated operating margin

   $ 335.6    25.2 %   $ 353.7    24.4 %

 

The $18.1 million increase in consolidated operating margin was due primarily to increases in royalties resulting from higher retail sales at both our domestic and international franchise stores, offset in part by decreases in the operating margin from both our domestic Company-owned store and domestic distribution operations. Franchise revenues do not have a cost of sales component and, as a result, increases in related franchise revenues have a disproportionate effect on the consolidated operating margin.

 

As a percentage of total revenues, our consolidated operating margin decreased primarily as a result of increased costs at our domestic Company-owned stores, offset in part by the aforementioned increases in domestic franchise and international operation margins. Changes in the operating margin at our domestic Company-owned store operations and our domestic distribution operations are more fully described below.

 

Domestic Company-owned stores. The domestic Company-owned store operating margin decreased $4.5 million or 6.2% to $68.9 million in 2004, from $73.4 million in 2003, as summarized in the following table.

 

     2003     2004  

Revenues

   $ 375.4    100.0 %   $ 382.5    100.0 %

Cost of sales

     302.0    80.4 %     313.6    82.0 %

    Store operating margin

   $ 73.4    19.6 %   $ 68.9    18.0 %

 

The $4.5 million decrease in the domestic Company-owned store operating margin is primarily due to a $2.4 million adjustment related to a correction in accounting for leases, as well as increases in food and occupancy costs. Additionally, the domestic Company-owned store operating margin was positively impacted by approximately $2.4 million due to the inclusion of the 53rd week in 2004.

 

As a percentage of store revenues, food costs increased 1.2 percentage points to 28.5% in 2004, from 27.3% in 2003, due primarily to a market increase in food prices, principally cheese. The cheese block price per pound averaged $1.64 in 2004 compared to $1.31 in 2003. As a percentage of store revenues, occupancy costs, which include rent, telephone, utilities and other related costs, including depreciation and amortization, increased 0.7 percentage points to 11.9% in 2004, from 11.2% in 2003. The 0.7 percentage point increase in occupancy costs was due to an increase in rent expense as a result of the Company’s correction in accounting for leases. As a percentage of store revenues, labor costs decreased 0.2 percentage points to 29.9% in 2004, from 30.1% in 2003. Additionally, the domestic Company-owned store operating margin as a percentage of store revenues was positively impacted by approximately 0.3 percentage points due to the inclusion of the 53rd week in 2004.

 

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Domestic distribution. The domestic distribution operating margin decreased $0.3 million or 0.5% to $73.1 million in 2004, from $73.4 million in 2003, as summarized in the following table.

 

     2003     2004  

Revenues

   $ 717.1    100.0 %   $ 792.0    100.0 %

Cost of sales

     643.6    89.8 %     718.9    90.8 %

    Distribution operating margin

   $ 73.4    10.2 %   $ 73.1    9.2 %

 

The $0.3 million decrease in the domestic distribution operating margin was due primarily to increases in labor, delivery costs and insurance as well as a $0.8 million adjustment related to a correction in accounting for leases. These decreases were offset in part by increases in volumes and efficiencies in the areas of operations and purchasing. Additionally, the domestic distribution operating margin was positively impacted by approximately $1.4 million due to the inclusion of the 53rd week in 2004.

 

As a percentage of distribution revenues, our distribution operating margin decreased primarily as a result of rising food prices, including cheese, offset in part by the aforementioned increase in volumes, and operational and purchasing efficiencies. Increases in certain food prices, including cheese, have a negative effect on the distribution operating margin due to the fixed dollar margin earned by domestic distribution on certain food items, including cheese. Had the 2004 cheese prices been in effect during 2003, the domestic distribution operating margin as a percentage of domestic distribution revenues would have been approximately 9.6% for 2003, resulting in a domestic distribution operating margin decrease of 0.4 percentage points in 2004. Additionally, the domestic distribution operating margin as a percentage of distribution revenues was not significantly impacted by the inclusion of the 53rd week in 2004.

 

General and administrative expenses. General and administrative expenses increased $6.2 million or 3.5% to $182.3 million in 2004, from $176.1 million in 2003. As a percentage of total revenues, general and administrative expenses decreased 0.6 percentage points to 12.6% in 2004, from 13.2% in 2003. General and administrative expenses were negatively impacted by a $10.0 million management agreement termination fee paid to an affiliate in connection with the Company’s IPO, as well as a $3.8 million year-over-year decrease in gains on the sale/disposal of assets. In addition, the Company recognized a credit of $1.7 million in 2003 relating to the collection of a previously fully reserved note receivable. General and administrative expenses were also negatively impacted by higher office rents and approximately $2.6 million of additional general and administrative expenses, primarily labor and advertising, due to the inclusion of the 53rd week in 2004. Offsetting these increases in general and administrative expenses was approximately $15.7 million of expenses incurred in connection with the Company’s June 2003 recapitalization.

 

Interest expense. Interest expense decreased $13.6 million or 18.2% to $61.1 million in 2004, from $74.7 million in 2003. This decrease was due primarily to lower effective borrowing rates, which more than offset an increase in average outstanding borrowings. The average outstanding debt balance, excluding capital lease obligations, increased $94.9 million to $880.4 million in the fiscal 2004, from $785.5 million in 2003. Our effective borrowing rate decreased 0.9 percentage points to 5.8% in 2004, from 6.7% in 2003. Additionally, interest expense was positively impacted by approximately $15.6 million of financing costs that were written-off in connection with the Company’s recapitalization in 2003, offset in part by the write-off of approximately $3.7 million of financing costs and bond discount in connection with the retirement of $109.1 million of senior subordinated notes made in connection with the Company’s initial public offering. Total deferred financing fee and bond discount expense, including the aforementioned amounts, was $20.8 million and $7.8 million in fiscal 2003 and 2004, respectively.

 

Other. Other expenses decreased $11.9 million to $10.8 million in 2004, from $22.7 million in 2003. The 2004 other amounts were comprised of losses incurred in connection with debt retirements, including $9.0 million incurred as part of the redemption of $109.1 million of our senior subordinated notes in connection with the Company’s IPO. The 2003 other amounts were comprised of losses incurred in connection with debt retirements, including $20.4 million of bond tender fees associated with the Company’s recapitalization in 2003.

 

Provision for income taxes. Provision for income taxes increased $14.4 million to $37.8 million in 2004, from $23.4 million in 2003. This increase was due primarily to an increase in pre-tax income. The Company’s effective income tax rate increased to 37.75% of pre-tax income in 2004, from 37.5% in 2003.

 

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Summary of IPO expenses. The following table presents total expenses related to our IPO in 2004. These pre-tax expenses, along with the recapitalization expenses incurred in 2003, affect comparability of the 2004 and 2003 income statements.

 

     2004

General and administrative expenses (termination of management agreement)

   $ 10.0

Interest (write-off of deferred financing fees and bond discount)

     3.7

Other (bond premium)

     9.0

    Total IPO expenses

   $ 22.7

 

2003 compared to 2002

(tabular amounts in millions, except percentages)

 

Revenues. Consolidated revenues increased $58.3 million or 4.6% in 2003 to $1,333.3 million, from $1,275.0 million in 2002. This increase in revenues was due primarily to increases in revenues from domestic distribution operations and international operations. These increases in revenues are more fully described below.

 

Domestic stores. Domestic stores revenues are comprised of revenues from domestic Company-owned store operations and domestic franchise store operations, as summarized in the following table.

 

     2002     2003  

Domestic Company-owned stores

   $ 376.5    72.8 %   $ 375.4    72.2 %

Domestic franchise

     140.7    27.2 %     144.5    27.8 %

    Total domestic stores revenues

   $ 517.2    100.0 %   $ 519.9    100.0 %

 

Domestic stores revenues increased $2.7 million or 0.5% to $519.9 million in 2003, from $517.2 million in 2002. This increase was due primarily to increases in royalty revenues from our franchise stores, offset in part by a decrease in revenues at our Company-owned stores. Same store sales for domestic stores increased 1.3% in 2003 compared to 2002. These results are more fully described below.

 

Domestic Company-owned stores. Revenues from domestic Company-owned store operations decreased $1.1 million or 0.3% to $375.4 million in 2003, from $376.5 million in 2002. This decrease was due primarily to a decrease in same store sales. Same store sales for domestic Company-owned stores decreased 1.7% in 2003 compared to 2002. There were 577 domestic Company-owned stores in operation as of December 29, 2002 and December 28, 2003, respectively.

 

Domestic franchise. Revenues from domestic franchise operations increased $3.8 million or 2.7% to $144.5 million in 2003, from $140.7 million in 2002. This increase was due primarily to an increase in same store sales and an increase in the average number of domestic franchise stores open during 2003. Same store sales for domestic franchise stores increased 1.7% in 2003 compared to 2002. There were 4,271 and 4,327 domestic franchise stores in operation as of December 29, 2002 and December 28, 2003, respectively.

 

Domestic distribution. Revenues from domestic distribution operations increased $41.1 million or 6.1% to $717.1 million in 2003, from $676.0 million in 2002. This increase was due primarily to an increase in volumes relating to increases in domestic franchise retail sales and a market increase in overall food prices, primarily cheese. Cheese prices favorably impacted revenues by approximately $15.5 million in 2003.

 

International. Revenues from international operations increased $14.6 million or 17.9% to $96.4 million in 2003, from $81.8 million in 2002. This increase was due primarily to an increase in same store sales, an increase in the average number of international stores open during 2003 and a related increase in revenues from our international distribution operations. On a constant dollar basis, same store sales increased 4.0% in 2003 compared to 2002. On a historical dollar basis, same store sales increased 8.0% in 2003 compared to 2002, reflecting a generally weaker U.S. dollar in those markets in which we compete. There were 2,382 and 2,523 international stores in operation as of December 29, 2002 and December 28, 2003, respectively.

 

Cost of sales / Operating margin. The consolidated operating margin increased $6.4 million or 1.9% to $335.6 million in 2003, from $329.2 million in 2002, as summarized in the following table.

 

     2002     2003  

Consolidated revenues

   $ 1,275.0    100.0 %   $ 1,333.3    100.0 %

Consolidated cost of sales

     945.8    74.2 %     997.7    74.8 %

    Consolidated operating margin

   $ 329.2    25.8 %   $ 335.6    25.2 %

 

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The $6.4 million increase in consolidated operating margin was due primarily to increases in the operating margin from both our domestic franchise operations and our international operations, offset in part by a decrease in our domestic Company-owned store operating margin.

 

As a percentage of total revenues, our consolidated operating margin decreased primarily as a result of increased costs at our domestic Company-owned stores, offset in part by the aforementioned increases in domestic franchise and international operation margins. Changes in the operating margin at our domestic Company-owned store operations and our domestic distribution operations are more fully described below.

 

Domestic Company-owned stores. The domestic Company-owned store operating margin decreased $8.2 million or 10.0% to $73.4 million in 2003, from $81.6 million in 2002, as summarized in the following table.

 

     2002     2003  

Revenues

   $ 376.5    100.0 %   $ 375.4    100.0 %

Cost of sales

     295.0    78.3 %     302.0    80.4 %

    Store operating margin

   $ 81.6    21.7 %   $ 73.4    19.6 %

 

The $8.2 million decrease in the domestic Company-owned store operating margin is primarily due to increases in food and occupancy costs.

 

As a percentage of store revenues, food costs increased 1.1 percentage points to 27.3% in 2003, from 26.2% in 2002, due primarily to a market increase in food prices, including cheese. The cheese block price per pound averaged $1.31 in 2003 compared to $1.19 in 2002. As a percentage of store revenues, occupancy costs, which include rent, telephone, utilities and other related costs, including depreciation and amortization, increased 0.9 percentage points to 11.2% in 2003, from 10.3% in 2002. This increase in occupancy costs was due primarily to an increase in depreciation as a result of recent investments in our stores including the implementation of a new point-of-sale system. As a percentage of store revenues, labor costs remained relatively flat, decreasing 0.1 percentage points to 30.1% in 2003, from 30.2% in 2002.

 

Domestic distribution. The domestic distribution operating margin increased $1.8 million or 2.5% to $73.4 million in 2003, from $71.6 million in 2002, as summarized in the following table.

 

     2002     2003  

Revenues

   $ 676.0    100.0 %   $ 717.1    100.0 %

Cost of sales

     604.4    89.4 %     643.6    89.8 %

    Distribution operating margin

   $ 71.6    10.6 %   $ 73.4    10.2 %

 

The $1.8 million increase in the domestic distribution operating margin was due primarily to increases in volumes and efficiencies in the areas of operations and purchasing.

 

As a percentage of distribution revenues, our distribution operating margin decreased primarily as a result of rising food prices, including cheese, offset in part by the aforementioned increase in volumes, and operational and purchasing efficiencies. Increases in certain food prices, including cheese, have a negative effect on the distribution operating margin due to the fixed dollar margin earned by domestic distribution on certain food items, including cheese. Had the 2003 cheese prices been in effect during 2002, the domestic distribution operating margin as a percentage of domestic distribution revenues would have been approximately 10.4% for 2002, resulting in a domestic distribution operating margin decrease of 0.2 percentage points in 2003.

 

General and administrative expenses. General and administrative expenses increased $4.7 million or 2.8% to 176.1 million in 2003, from $171.4 million in 2002. As a percentage of total revenues, general and administrative expenses decreased 0.2 percentage points to 13.2% in 2003, from 13.4% in 2002. This increase in total general and administrative expenses was due primarily to a $12.2 million increase in labor, offset in part by a $5.5 million decrease in net losses on sale/disposal of assets in 2003. The increase in general and administrative labor was due primarily to $15.7 million of compensation expenses incurred as part of our recapitalization in June 2003. The decrease in net losses on sales/disposal of assets was due primarily to $5.3 million of certain capitalized software costs expensed in 2002.

 

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Interest expense. Interest expense increased $14.4 million or 23.8% to $74.7 million in 2003, from $60.3 million in 2002. This increase was due primarily to a $15.6 million write-off of financing fees in connection with our recapitalization in June 2003. Total deferred financing fee expense, including the aforementioned amount, was $10.0 million and $20.8 million in fiscal 2002 and 2003, respectively. The increase in total interest expense was also due in part to higher average debt levels compared to 2002, offset in part by a reduction in our overall borrowing rates, primarily as a result of our recapitalization in June 2003. The average outstanding debt balance, excluding capital lease obligations, increased $162.6 million to $785.5 million in fiscal 2003, from $622.9 million in 2002. Our effective borrowing rate decreased 1.2 percentage points to 6.7% in 2003, from 7.9% in 2002.

 

Other. Other expenses increased $20.9 million to $22.7 million in 2003, from $1.8 million in 2002. This increase was due primarily to $20.4 million of bond tender fees expensed as part of our recapitalization in June 2003.

 

Provision for income taxes. Provision for income taxes decreased $12.3 million to $23.4 million in 2003, from $35.7 million in 2002. This decrease was due primarily to a decrease in pre-tax income. The Company’s effective income tax rate increased to 37.5% of pre-tax income in 2003, from 37.1% in 2002.

 

Summary of recapitalization expenses. The following table presents total recapitalization-related expenses for 2003. These pre-tax expenses affect comparability of the 2003 and 2002 income statements.

 

     2003

General and administrative expenses (compensation expenses)

   $ 15.7

Interest (write-off of deferred financing fees)

     15.6

Other (bond tender fees)

     20.4

    Total recapitalization-related expenses

   $ 51.7

 

Liquidity and capital resources

 

As of January 2, 2005, we had negative working capital of $0.2 million and cash and cash equivalents of $40.4 million. Historically, we have operated with minimal positive working capital or negative working capital primarily because our receivable collection periods and inventory turn rates are faster than the normal payment terms on our current liabilities. We generally collect our receivables within three weeks from the date of the related sale, and we generally experience 40 to 50 inventory turns per year. In addition, our sales are not typically seasonal, which further limits our working capital requirements. These factors, coupled with significant and ongoing cash flows from operations, which are primarily used to repay long-term debt, pay dividends and invest in long-term assets, reduce our working capital amounts. Our primary sources of liquidity are cash flows from operations and availability of borrowings under our revolving credit facility. We have historically funded capital expenditures and debt repayments from cash flows from operations and expect to in the future. We did not have any material commitments for capital expenditures as of January 2, 2005.

 

As of January 2, 2005, we had $780.7 million of long-term debt, of which $25.3 million was classified as a current liability. During 2004, there were no borrowings under our revolving credit facility. Letters of credit issued under our $125.0 million revolving credit facility were $25.5 million. These letters of credit are primarily related to our insurance programs and distribution center leases. Borrowings under the revolving credit facility are available to fund our working capital requirements, capital expenditures and other general corporate purposes.

 

Cash provided by operating activities was $113.5 million and $103.2 million in 2004 and 2003, respectively. The $10.3 million increase was due primarily to a $23.3 million increase in net income and a $3.8 million decrease in gains on the sale/disposal of assets. These increases were offset in part by a $12.9 million decrease in amortization of deferred financing costs and debt discount and a $5.4 million net change in operating assets and liabilities.

 

Cash used in investing activities was $36.3 million and $19.6 million in 2004 and 2003, respectively. The $16.7 million increase was due primarily to a $10.6 million increase in capital expenditures and a $7.9 million decrease in repayments of notes receivable, net. The increase in capital expenditures related to the renovation of our corporate headquarters.

 

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Cash used in financing activities was $83.9 million and $62.9 million in 2004 and 2003, respectively. The $21.0 million increase was due primarily to net cash used in our IPO in 2004 exceeding the net cash used in our recapitalization in 2003. In connection with our IPO in 2004, we received net proceeds from the issuance of common stock of approximately $119.6 million. We used these net proceeds and cash from operations to repurchase approximately $109.1 million of senior subordinated notes, and repay approximately $16.9 million of notes payable to our founder and former majority stockholder and a member of his family. Additionally, during 2004, we repaid approximately $71.6 million of additional debt obligations and paid $4.5 million in dividends to our shareholders. In connection with our recapitalization in 2003, we received proceeds from the issuance of long-term debt of approximately $1.0 billion. We used these proceeds to repay approximately $362.3 million outstanding under our then existing credit facility, repurchase approximately $206.7 million of senior subordinated notes, retire our preferred stock for approximately $200.6 million, pay $188.3 million in dividends to our shareholders and pay approximately $20.0 million of financing fees. During 2003 we also repaid approximately $93.5 million of additional debt obligations.

 

On June 25, 2003, we consummated a recapitalization transaction whereby Domino’s, Inc. (i) issued and sold $403.0 million aggregate principal amount at maturity of 8 1/4% senior subordinated notes due 2011 at a discount resulting in gross proceeds of approximately $400.1 million, and (ii) borrowed $610.0 million in term loans and secured a $125.0 million revolving credit facility from a consortium of banks (collectively, the “senior secured credit facility”). The senior secured credit facility was subsequently amended primarily to obtain more favorable interest rate margins, to amend the principal amortization schedule, to allow for the repayment of a portion of the senior subordinated notes as part of our IPO in lieu of a required payment under the senior secured credit facility and to permit dividends to our stockholders.

 

The senior subordinated notes require semi-annual interest payments, beginning January 1, 2004. Before July 1, 2007, we may, at a price above par, redeem all, but not part, of the senior subordinated notes if a change in control occurs, as defined in the indenture governing the notes. Beginning July 1, 2007, we may redeem some or all of the senior subordinated notes at fixed redemption prices, ranging from 104.125% of par in 2007 to 100% of par in 2009 through maturity. In the event of a change in control, as defined, we will be obligated to repurchase the senior subordinated notes tendered at the option of the holders at a fixed price. Upon a public stock offering, we may use the net proceeds from such offering to repurchase and retire up to 40% of the aggregate principal amount of the senior subordinated notes due 2011, provided that at least 60% of the original principal amount of the senior subordinated notes due 2011 remains outstanding immediately following the repurchase. During 2004, we used the net proceeds from our IPO to redeem approximately $109.1 million in principal amount of our senior subordinated notes. The senior subordinated notes are guaranteed by most of Domino’s, Inc.’s domestic subsidiaries and one foreign subsidiary and are subordinated in right of payment to all existing and future senior debt of the Company.

 

The senior secured credit facility provides the following credit facilities: a term loan and a revolving credit facility. The aggregate borrowings available under the senior secured credit facility are $735.0 million. The senior secured credit facility provides borrowings of $610.0 million in term loans. The term loan was initially fully borrowed. Term loans outstanding as of January 2, 2005 were $498.0 million. Borrowings under the term loan bear interest, payable at least quarterly, at either (i) the higher of (a) the prime rate (5.25% at January 2, 2005) and (b) 0.50% above the Federal Reserve reported overnight funds rate, each plus an applicable margin of 0.75%, or (ii) LIBOR (2.56% at January 2, 2005) plus an applicable margin of 1.75%. At January 2, 2005, our borrowing rate was 4.31% for term loan borrowings. As of January 2, 2005, all borrowings under the term loan were under a LIBOR contract with an interest period of 90 days.

 

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As of January 2, 2005, the senior secured credit facility requires no term loan principal payments in 2005 and principal payments of $4.8 million, $3.6 million, $4.8 million, $6.0 million and $453.9 million in 2006, 2007, 2008, 2009 and 2010, respectively. The timing of our required payments under the senior secured credit facility may change based upon voluntary prepayments and generation of excess cash flow. We are required to pay between 25% and 75% of the excess cash flow generated. The required percentage is determined once a year and is based on our leverage ratio at the end of the preceding year. Excess cash flow is calculated as (i) earnings before interest, taxes, depreciation and amortization; less (ii) the sum of debt repayments, capital expenditures, cash interest expense, provision for current taxes and certain other adjustments, if any, which have historically included our 2003 recapitalization transaction expenses, comprised of bond tender fees and financing fees, and our 2004 IPO expenses, comprised primarily of the payment made to an affiliate of our former majority stockholder in connection with the termination of its management agreement with us. Total debt is divided by the amount in clause (i) to calculate the leverage ratio. If the leverage ratio is over 4.0, between 4.0 and 2.75 or less than 2.75, we are obligated to pay 75%, 50% or 25% of the excess cash flows amounts generated, respectively. The required percentage for fiscal 2004 to be paid in 2005 was 50%. However, no payment is required in 2005 because there is no excess cash flow as calculated as we voluntarily prepaid a significant amount of term loans during the year. Upon a public stock offering, we are required to pay down the term loan in an amount equal to 50% of the net proceeds of such offering.

 

In connection with our IPO, we amended our senior secured credit facility and obtained consent under the facility to permit the use of proceeds described in our offering prospectus filed with the Securities and Exchange Commission. The final scheduled principal payment on the outstanding borrowings under the term loan is due in June 2010.

 

The senior secured credit facility also provides for borrowings of up to $125.0 million under the revolving credit facility, of which up to $60.0 million is available for letter of credit advances. Borrowings under the revolving credit facility (excluding letters of credit) bear interest, payable at least quarterly, at either (i) the higher of (a) the prime rate and (b) 0.50% above the Federal Reserve reported overnight funds rate, each plus an applicable margin of between 1.25% to 2.00%, or (ii) LIBOR plus an applicable margin of between 2.25% to 3.00%, with margins determined based upon our ratio of indebtedness to EBITDA, as defined. We also pay a 0.50% commitment fee on the unused portion of the revolver. The fee for letter of credit amounts outstanding ranges from 2.375% to 3.125%. At January 2, 2005, the fee for letter of credit amounts outstanding was 2.875%. At January 2, 2005, there was $99.5 million in available borrowings under the revolving credit facility, with $25.5 million of letters of credit outstanding. The revolving credit facility expires in June 2009.

 

Based upon our current level of operations and anticipated growth, we believe that the cash generated from our operations and amounts available under our revolving credit facility will be adequate to meet our anticipated debt service requirements, including payments required under the excess cash flow provisions of our senior secured credit facility, capital expenditures and working capital needs for the next several years. We believe that we will be able to meet these obligations even if we experience no growth in sales or profits. Our ability to continue to fund these items and continue to reduce debt could be adversely affected by the occurrence of any of the events described in Exhibit 99.1 “Risk factors.” There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our revolving credit facility or otherwise to enable us to service our indebtedness, including our senior secured credit facility and senior subordinated notes, or to make anticipated capital expenditures. Our future operating performance and our ability to service or refinance the senior subordinated notes and to service, extend or refinance the senior secured credit facility will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

 

Impact of inflation

 

We believe that our results of operations are not materially impacted upon moderate changes in the inflation rate. Inflation and changing prices did not have a material impact on our operations in 2002, 2003 or 2004. Severe increases in inflation, however, could affect the global and U.S. economies and could have an adverse impact on our business, financial condition and results of operations.

 

New accounting pronouncements

 

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123R (revised 2004), “Share-Based Payments” (SFAS 123R). SFAS 123R requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements based on the estimated fair value of the awards. We are required to adopt SFAS 123R in the first interim period beginning after June 15, 2005, which for us is the third fiscal quarter of 2005. We are assessing SFAS 123R and have not determined the impact that adoption of SFAS 123R will have on our results of operations.

 

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In December 2003, the FASB issued a revised interpretation of FASB Interpretation 46, “Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51” (FIN 46R). FIN 46R requires the consolidation of a variable interest entity by an enterprise if the enterprise is determined to be the primary beneficiary, as defined in FIN 46R. We adopted FIN 46R during 2004 and its adoption did not have a material effect on our results of operations or financial condition.

 

Contractual obligations

 

The following is a summary of our significant contractual obligations at January 2, 2005.

 

(dollars in millions)    2005    2006    2007    2008    2009    Thereafter    Total

Long-term debt, including current portion (1)

   $ 25.1    $ 4.9    $ 3.6    $ 4.8    $ 6.0    $ 727.9    $ 772.3

Capital lease

     0.7      0.7      0.7      0.7      0.7      6.3      10.0

Operating leases (2)

     35.8      29.3      24.9      20.7      16.2      52.5      179.4

 

(1) The long-term debt contractual obligations included above differ from the long-term debt amounts reported in our consolidated financial statements as the above amounts do not include the effect of debt discounts of approximately $1.6 million at January 2, 2005 and the fair value of our fair value derivatives, which was an asset of $4.0 million at January 2, 2005. Additionally, the principal portion of the capital lease obligation amounts above, which totaled $5.9 million at January 2, 2005, are classified as debt in our consolidated financial statements. The above long-term debt amounts do not include interest.

 

(2) We lease certain retail store and distribution center locations, distribution vehicles, various equipment and our World Resource Center, which is our corporate headquarters, under leases with expiration dates through 2019.

 

We may be required to purchase the Domino’s, Inc. senior subordinated notes upon a change of control, as defined in the indenture governing those notes. As of January 2, 2005, there was $273.9 million in aggregate principal amount of senior subordinated notes outstanding, not including a related $1.6 million discount.

 

Off-balance sheet arrangements

 

As part of our recapitalization in 1998, we and our subsidiaries entered into a management agreement with Bain Capital Partners VI, L.P., an affiliate of our principal stockholder, to provide specified management services. We were committed to pay an amount not to exceed $2.0 million per year, excluding out-of-pocket expenses on an ongoing basis for management services as defined in the management agreement. In connection with our IPO in 2004, we terminated the management agreement in exchange for a payment to Bain Capital Partners VI, L.P. of $10.0 million. The Company expensed a total of $11.0 million in 2004 relating to this management agreement. We have no further obligation under this agreement.

 

As part of our recapitalization in 1998, we were contingently liable to pay our former majority stockholder and his wife additional consideration for their shares acquired, in an amount not exceeding approximately $15.0 million under notes payable, plus 8% interest per annum beginning in 2003, in the event our principal stockholders sell a specified percentage of their common stock to an unaffiliated party. In connection with our IPO in 2004, although not required, we prepaid all amounts outstanding under the contingent notes, totaling approximately $16.9 million. We have no further obligation under this agreement.

 

We are party to letters of credit and, to a lesser extent, financial guarantees with off-balance sheet risk. Our exposure to credit loss for letters of credit and financial guarantees is represented by the contractual amounts of these instruments. Total conditional commitments under letters of credit and financial guarantees as of January 2, 2005 were $26.3 million and primarily relate to letters of credit for our insurance programs and distribution center leases.

 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

Certain statements contained in this report relating to our anticipated profitability and operating performance are forward-looking and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these risks and uncertainties are competitive factors, increases in our operating costs, ability to retain our key personnel, our substantial leverage, ability to implement our growth and cost-saving strategies, industry trends and general economic conditions, adequacy of insurance coverage and other factors, all of which are described in this and other filings made with the Securities and Exchange Commission. See Exhibit 99.1 “Risk Factors”. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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FORWARD LOOKING STATEMENTS

 

The matters discussed in this Form 10-K that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will be,” “will continue,” “will likely result,” “would” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other “forward-looking” information.

 

We believe that it is important to communicate our future expectations to our investors. However, there are events in the future that we are not able to accurately predict or control. The factors listed in Exhibit 99.1 “Risk factors,” as well as any cautionary language in this Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially from those in the forward looking statements as a result of various factors, including, but not limited to, those described in Exhibit 99.1 “Risk factors.”

 

Forward-looking statements speak only as of the date of this Form 10-K. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention to update any forward-looking statements to reflect events or circumstances arising after the date of this Form 10-K, whether as a result of new information, future events or otherwise. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this Form 10-K or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

 

This Form 10-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including information within Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially from those in the forward looking statements as a result of various factors, including but not limited to, the following:

 

• Our ability to maintain good relationships with our franchisees;

• Our ability to successfully implement cost-saving strategies;

• Increases in our operating costs, including cheese, fuel and other commodity costs and the minimum wage;

• Our ability to compete domestically and internationally in our intensely competitive industry;

• Our ability to retain or replace our executive officers and other key members of management and our ability to adequately staff our stores and distribution centers with qualified personnel;

• Our ability to pay principal and interest on our substantial debt;

• Our ability to borrow in the future;

• Our ability to find and/or retain suitable real estate for our stores and distribution centers;

• Adverse legislation or regulation;

• Adverse legal judgments or settlements;

• Our ability to pay dividends;

• Changes in consumer taste, demographic trends and traffic patterns;

• Changes in foreign currency exchange rates;

• Our ability to sustain or increase historical revenues and profit margins;

• Continuation of certain trends and general economic conditions in the industry; and

• Adequacy of insurance coverage.

 

We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Market risk

 

We are exposed to market risks from interest rate changes on our variable rate debt. Management actively monitors this exposure. We do not engage in speculative transactions nor do we hold or issue financial instruments for trading purposes.

 

We are also exposed to market risks from changes in commodity prices. During the normal course of business, we purchase cheese and certain other food products that are affected by changes in commodity prices and, as a result, we are subject to volatility in our food costs. We do not enter into financial instruments to hedge commodity prices. We purchase cheese at market prices, which fluctuate on a daily basis. The cheese block price per pound averaged $1.31 and $1.64 in 2003 and 2004, respectively. The estimated change in Company-owned store food costs from a hypothetical $0.25 change in the average cheese block price per pound would have been approximately $3.8 million in 2004. This hypothetical change in food cost could be positively or negatively impacted by average ticket changes and product mix changes.

 

Financial derivatives

 

We enter into interest rate swaps, collars or similar instruments with the objective of reducing volatility relating to our borrowing costs in addition to fulfilling requirements under our debt agreements.

 

As of January 2, 2005, we were party to two interest rate swap agreements which effectively convert the variable LIBOR component of the effective interest rate on a portion of our debt under our senior secured credit facility to various fixed rates over various terms. We are also party to two interest rate swap agreements which effectively convert a portion of the debt under our senior subordinated notes to variable LIBOR rates over the term of the senior subordinated notes. These agreements are summarized in the following table.

 

Derivative   

Total Notional

Amount

   Term   

Company

Pays

  

Counterparty

Pays

Interest rate swap    $75.0 million    August 2002 – June 2005    3.25%    LIBOR
Interest rate swap    $50.0 million    August 2003 – July 2011    LIBOR plus 319 basis points    8.25%
Interest rate swap    $50.0 million    August 2003 – July 2011    LIBOR plus 324 basis points    8.25%
Interest rate swap    $300.0 million    June 2004 – June 2005    1.62%    LIBOR

 

In 2004, we entered into an additional interest rate swap agreement effectively converting the variable LIBOR component on a portion of our senior secured credit facility term debt to various fixed rates over various terms. The agreement has a notional starting amount of $350.0 million, begins in June 2005, ends in June 2007 and fixes our interest rate at 3.21%. We pay a fixed interest rate under these agreements while the counterparty pays a floating rate.

 

Interest rate risk

 

Our variable interest expense is sensitive to changes in the general level of interest rates. As of January 2, 2005, the weighted average interest rate on our $223.0 million of variable interest debt, which is net of related outstanding derivative instruments, was 5.1%.

 

We had total interest expense of approximately $61.1 million in 2004. The estimated increase in interest expense for this period from a hypothetical 200 basis point adverse change in applicable variable interest rates would be approximately $7.1 million.

 

Foreign currency exchange rate risk

 

We have exposure to various foreign currency exchange rate fluctuations for revenues generated by our operations outside the United States, which can adversely impact our net income and cash flows. Approximately 7% and 8% of our revenues in 2003 and 2004, respectively, were derived from sales to customers and royalties from franchisees outside the contiguous United States. This business is conducted in the local currency. We do not enter into financial instruments to manage this foreign currency exchange risk.

 

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Item 8.   Financial Statements and Supplementary Data.

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

To the Shareholders and Board of Directors

Domino’s Pizza, Inc.

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of comprehensive income, of stockholders’ deficit and of cash flows present fairly, in all material respects, the financial position of Domino’s Pizza, Inc. and its subsidiaries (the “Company”) at December 28, 2003 and January 2, 2005, and the results of their operations and their cash flows for each of the three years in the period ended January 2, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ PRICEWATERHOUSECOOPERS LLP

 

 

Detroit, Michigan

February 23, 2005.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

ASSETS


  

December 28,

2003


  

January 2,

2005


CURRENT ASSETS:

             

Cash and cash equivalents

   $ 46,391    $ 40,396

Accounts receivable, net of reserves of $3,869 in 2003 and $4,726 in 2004

     64,571      73,138

Inventories

     19,480      21,505

Notes receivable, net of reserves of $291 in 2003 and $1,099 in 2004

     3,785      1,763

Prepaid expenses and other

     16,040      13,555

Advertising fund assets, restricted

     30,544      32,817

Deferred income taxes

     5,730      6,317
    

  

Total current assets

     186,541      189,491
    

  

PROPERTY, PLANT AND EQUIPMENT:

             

Land and buildings

     21,849      23,241

Leasehold and other improvements

     61,433      74,922

Equipment

     158,286      159,462

Construction in progress

     6,133      6,114
    

  

       247,701      263,739

Accumulated depreciation and amortization

     120,634      126,856
    

  

Property, plant and equipment, net

     127,067      136,883
    

  

OTHER ASSETS:

             

Investments in marketable securities, restricted

     4,155      5,000

Notes receivable, less current portion, net of reserves of $1,840 in 2003 and $1,096 in 2004

     1,813      1,413

Deferred financing costs, net of accumulated amortization of $846 in 2003 and $3,503 in 2004

     18,847      13,411

Goodwill

     23,432      22,955

Capitalized software, net of accumulated amortization of $26,936 in 2003 and $33,369 in 2004

     27,197      24,079

Other assets, net of accumulated amortization of $2,087 in 2003 and $1,754 in 2004

     11,020      14,419

Deferred income taxes

     52,042      39,696
    

  

Total other assets

     138,506      120,973
    

  

Total assets

   $ 452,114    $ 447,347
    

  

 

The accompanying notes are an integral part of these consolidated balance sheets.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

CONSOLIDATED BALANCE SHEETS

(Continued)

(In thousands, except share and per share amounts)

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT


   December 28,
2003


    January 2,
2005


 

CURRENT LIABILITIES:

                

Current portion of long-term debt

   $ 18,572     $ 25,295  

Accounts payable

     56,928       55,350  

Accrued compensation

     25,315       25,852  

Accrued interest

     17,217       10,672  

Insurance reserves

     9,432       9,778  

Advertising fund liabilities

     30,544       32,817  

Other accrued liabilities

     29,794       29,903  
    


 


Total current liabilities

     187,802       189,667  
    


 


LONG-TERM LIABILITIES:

                

Long-term debt, less current portion

     941,165       755,405  

Insurance reserves

     15,941       18,039  

Other accrued liabilities

     25,169       34,116  
    


 


Total long-term liabilities

     982,275       807,560  
    


 


Total liabilities

     1,170,077       997,227  
    


 


COMMITMENTS AND CONTINGENCIES

                

STOCKHOLDERS’ DEFICIT:

                

Class L common stock, par value $0.01 per share; 5,000,000 shares in 2003 and no shares in 2004 authorized; 3,614,466 shares in 2003 and no shares in 2004 issued and outstanding

     36       -    

Common stock, par value $0.01 per share; 95,000,000 shares in 2003 and 170,000,000 shares in 2004 authorized; 32,705,966 shares in 2003 and 68,686,585 in 2004 issued and outstanding

     327       687  

Additional paid-in capital

     181,897       302,413  

Retained deficit

     (900,232 )     (859,289 )

Deferred stock compensation

     -         (202 )

Accumulated other comprehensive income

     9       6,511  
    


 


Total stockholders’ deficit

     (717,963 )     (549,880 )
    


 


Total liabilities and stockholders’ deficit

   $ 452,114     $ 447,347  
    


 


 

The accompanying notes are an integral part of these consolidated balance sheets.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

 

     For the Years Ended

 
     December 29,
2002


    December 28,
2003


    January 2,
2005


 

REVENUES:

                        

Domestic Company-owned stores

   $ 376,533     $ 375,421     $ 382,458  

Domestic franchise

     140,667       144,458       155,030  

Domestic distribution

     676,018       717,057       792,026  

International

     81,762       96,386       116,983  
    


 


 


Total revenues

     1,274,980       1,333,322       1,446,497  
    


 


 


COST OF SALES:

                        

Domestic Company-owned stores

     294,951       302,009       313,586  

Domestic distribution

     604,401       643,621       718,937  

International

     46,403       52,072       60,293  
    


 


 


Total cost of sales

     945,755       997,702       1,092,816  
    


 


 


OPERATING MARGIN

     329,225       335,620       353,681  

GENERAL AND ADMINISTRATIVE

     171,432       176,147       182,302  
    


 


 


INCOME FROM OPERATIONS

     157,793       159,473       171,379  

INTEREST INCOME

     537       387       581  

INTEREST EXPENSE

     (60,321 )     (74,678 )     (61,068 )

OTHER

     (1,836 )     (22,747 )     (10,832 )
    


 


 


INCOME BEFORE PROVISION FOR INCOME TAXES

     96,173       62,435       100,060  

PROVISION FOR INCOME TAXES

     35,686       23,398       37,773  
    


 


 


NET INCOME

   $ 60,487     $ 39,037     $ 62,287  
    


 


 


NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS – BASIC AND DILUTED

   $ 42,959     $ (4,004 )   $ 62,287  
    


 


 


EARNINGS (LOSS) PER SHARE:

                        

Class L - basic

   $ 10.97     $ 10.26     $ 5.57  

Class L - diluted

   $ 10.96     $ 10.25     $ 5.57  

Common Stock - basic

   $ 0.10     $ (1.26 )   $ 0.85  

Common Stock - diluted

   $ 0.09     $ (1.26 )   $ 0.81  

 

The accompanying notes are an integral part of these consolidated statements.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

     For the Years Ended

 
     December 29,
2002


    December 28,
2003


    January 2,
2005


 

NET INCOME

   $ 60,487     $ 39,037     $ 62,287  
    


 


 


OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:

                        

Currency translation adjustment

     1,082       1,704       1,531  

Unrealized gains (losses) on derivative instruments

     (10,241 )     (1,856 )     5,141  

Reclassification adjustment for losses included in net income

     5,389       6,300       2,828  
    


 


 


       (3,770 )     6,148       9,500  

TAX ATTRIBUTES OF ITEMS IN OTHER COMPREHENSIVE INCOME (LOSS)

     1,795       (1,628 )     (2,998 )
    


 


 


OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

     (1,975 )     4,520       6,502  
    


 


 


COMPREHENSIVE INCOME

   $ 58,512     $ 43,557     $ 68,789  
    


 


 


 

The accompanying notes are an integral part of these consolidated statements.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands, except share data)

 

   

Class L

Common Stock


    Common Stock

   

Additional
Paid-in
Capital


   

Retained
Deficit


   

Deferred
Stock
Compensation


   

Accumulated Other
Comprehensive

Income (Loss)


 
              Currency
Translation
Adjustment


    Fair Value
of Derivative
Instruments


 
    Shares

    Amount

    Shares

    Amount

           

BALANCE AT DECEMBER 30, 2001

  3,668,050     $ 37     33,157,825     $ 331     $ 289,804     $ (811,423 )   $ (153 )   $ (611 )   $ (1,925 )

Net income

  -       -     -       -       -       60,487       -       -       -  

Capital contribution

  -       -     -       -       521       -       -       -       -  

Purchase of common stock

  (53,180 )     (1 )   (628,888 )     (6 )     (8,739 )     -       -       -       -  

Accretion of cumulative preferred stock

  -       -     -       -       (455 )     -       -       -       -  

Exercise of stock options

  -       -     180,666       2       133       -       -       -       -  

Tax benefit related to the exercise of stock options

  -       -     -       -       317       -       -       -       -  

Deferred stock compensation related to stock options

  -       -     -       -       1,689       -       (1,689 )     -       -  

Amortization of deferred stock compensation

  -       -     -       -       -       -       277       -       -  

Currency translation adjustment

  -       -     -       -       -       -       -       1,082       -  

Unrealized losses on derivative instruments, net of tax

  -       -     -       -       -       -       -       -       (6,452 )

Reclassification adjustment for losses on derivative instruments included in net income, net of tax

  -       -     -       -       -       -       -       -       3,395  
   

 


 

 


 


 


 


 


 


BALANCE AT DECEMBER 29, 2002

  3,614,870       36     32,709,603       327       283,270       (750,936 )     (1,565 )     471       (4,982 )

Net income

  -       -     -       -       -       39,037       -       -       -  

Dividends

  -       -     -       -       -       (188,333 )     -       -       -  

Purchase of common stock

  (404 )     -     (48,370 )     -       (532 )     -       -       -       -  

Accretion of cumulative preferred stock

  -       -     -       -       (33,916 )     -       -       -       -  

Dividends declared on cumulative preferred stock

  -       -     -       -       (68,617 )     -       -       -       -  

Exercise of stock options

  -       -     44,733       -       85       -       -       -       -  

Tax benefit related to the exercise of stock options

  -       -     -       -       134       -       -       -       -  

Non-cash compensation expense, including amortization of deferred stock compensation

  -       -     -       -       1,473       -       1,565       -       -  

Currency translation adjustment

  -       -     -       -       -       -       -       1,704       -  

Unrealized losses on derivative instruments, net of tax

  -       -     -       -       -       -       -       -       (1,121 )

Reclassification adjustment for losses on derivative instruments included in net income, net of tax

  -       -     -       -       -       -       -       -       3,937  
   

 


 

 


 


 


 


 


 


BALANCE AT DECEMBER 28, 2003

  3,614,466       36     32,705,966       327       181,897       (900,232 )     -       2,175       (2,166 )

Net income

  -       -     -       -       -       62,287       -       -       -  

Distributions

  -       -     -       -       -       (16,880 )     -       -       -  

Dividends

  -       -     -       -       -       (4,464 )     -       -       -  

Issuance of common stock, net

  -       -     9,391,232       94       119,685       -       -       -       -  

Purchase of common stock

  (15,321 )     -     (4,804 )     -       (1,773 )     -       -       -       -  

Exercise of stock options

  14,814       -     276,542       3       1,302       -       -       -       -  

Tax benefit related to the exercise of stock options

  -       -     -       -       1,276       -       -       -       -  

Conversion of Class L common stock into common stock

  (3,613,959 )     (36 )   3,613,959       36       -       -       -       -       -  

Reclassification adjustment relating to reincorporation

  -       -     22,703,690       227       (227 )     -       -       -       -  

Deferred stock compensation relating to stock options

  -       -     -       -       253       -       (253 )     -       -  

Amortization of deferred stock compensation

  -       -     -       -       -       -       51       -       -  

Currency translation adjustment

  -       -     -       -       -       -       -       1,531       -  

Unrealized gains on derivative instruments, net of tax

  -       -     -       -       -       -       -       -       3,207  

Reclassification adjustment for losses on derivative instruments included in net income, net of tax

  -       -     -       -       -       -       -       -       1,764  
   

 


 

 


 


 


 


 


 


BALANCE AT JANUARY 2, 2005

  -     $ -     68,686,585     $ 687     $ 302,413     $ (859,289 )   $ (202 )   $ 3,706     $ 2,805  
   

 


 

 


 


 


 


 


 


 

The accompanying notes are an integral part of these consolidated statements.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

     For the Years Ended

 
     December 29,
2002


    December 28,
2003


    January 2,
2005


 

CASH FLOWS FROM OPERATING ACTIVITIES:

                        

Net income

   $ 60,487     $ 39,037     $ 62,287  

Adjustments to reconcile net income to net cash provided by operating activities-

                        

Depreciation and amortization

     28,273       29,822       31,705  

Provision (benefit) for losses on accounts and notes receivable

     (441 )     (212 )     1,440  

(Gains) losses on sale/disposal of assets

     2,919       (2,606 )     1,194  

Provision for deferred income taxes

     12,168       7,799       8,761  

Amortization of deferred financing costs and debt discount

     9,966       20,756       7,808  

Non-cash compensation expense

     277       3,038       51  

Changes in operating assets and liabilities-

                        

Increase in accounts receivable

     (2,252 )     (7,393 )     (8,823 )

Decrease (increase) in inventories, prepaid expenses and other

     (1,217 )     1,001       913  

Increase (decrease) in accounts payable and accrued liabilities

     (12,977 )     7,554       5,682  

Increase in insurance reserves

     7,263       4,411       2,444  
    


 


 


Net cash provided by operating activities

     104,466       103,207       113,462  
    


 


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                        

Capital expenditures

     (53,931 )     (29,161 )     (39,763 )

Proceeds from sale of property, plant and equipment

     719       1,101       834  

Acquisitions of franchise operations

     (22,157 )     (200 )     (515 )

Repayments of notes receivable, net

     3,247       10,423       2,556  

Other, net

     108       (1,727 )     618  
    


 


 


Net cash used in investing activities

     (72,014 )     (19,564 )     (36,270 )
    


 


 


CASH FLOWS FROM FINANCING ACTIVITIES:

                        

Proceeds from issuance of long-term debt

     365,000       1,010,090       92  

Repayments of long-term debt and capital lease obligation

     (417,736 )     (662,492 )     (180,708 )

Cash paid for financing costs

     (3,636 )     (21,142 )     (1,254 )

Proceeds from issuance of common stock, net

     -       -       119,779  

Proceeds from exercise of stock options

     135       85       1,305  

Purchase of common stock

     (8,746 )     (532 )     (1,773 )

Purchase of cumulative preferred stock

     (1,645 )     (200,557 )     -  

Distributions

     -       -       (16,880 )

Dividends

     -       (188,333 )     (4,464 )

Capital contribution

     521       -       -  
    


 


 


Net cash used in financing activities

     (66,107 )     (62,881 )     (83,903 )
    


 


 


EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

     128       178       716  
    


 


 


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (33,527 )     20,940       (5,995 )

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

     58,978       25,451       46,391  
    


 


 


CASH AND CASH EQUIVALENTS, AT END OF PERIOD

   $ 25,451     $ 46,391     $ 40,396  
    


 


 


 

The accompanying notes are an integral part of these consolidated statements.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

Domino’s Pizza, Inc. (DPI), a Delaware corporation, conducts its operations and derives substantially all of its operating income and cash flows through its wholly-owned subsidiary, Domino’s, Inc. (Domino’s) and Domino’s wholly-owned subsidiary, Domino’s Pizza LLC. DPI and its wholly-owned subsidiaries (collectively, the Company) are primarily engaged in the following business activities: (i) retail sales of food through Company-owned Domino’s Pizza stores, (ii) sales of food, equipment and supplies to Company-owned and franchised Domino’s Pizza stores through Company-owned distribution centers, and (iii) receipt of royalties from domestic and international Domino’s Pizza franchisees.

 

Merger, Reincorporation and Reverse Stock Split

 

DPI is the surviving entity of a merger with its former parent company TISM, Inc. (TISM). On May 11, 2004, TISM, a Michigan corporation, reincorporated in Delaware by merging with and into DPI, its wholly-owned subsidiary. The merger is intended to be treated as a reincorporation for U.S. Federal income tax purposes. DPI previously conducted no business activities and was organized solely for the purpose of effecting the reincorporation of TISM in Delaware. In connection with the merger, a two-for-three stock split was consummated for each class of common stock. The financial statements have been retroactively adjusted to give effect to the stock split. There was no other impact of the merger on the financial statements.

 

Initial Public Offering of Common Stock

 

DPI completed an initial public offering of its common stock on July 16, 2004 (the IPO). As part of the IPO, DPI issued and sold 9,375,000 shares of common stock resulting in net proceeds to the Company of approximately $119.6 million. Existing DPI stockholders concurrently sold 14,846,929 shares of common stock. The Company did not receive any proceeds from the sale of shares by the selling stockholders. As part of the IPO, the Company used primary proceeds to repay $109.1 million in debt, and used funds generated from operations to terminate the Company’s management agreement with an affiliate of a DPI stockholder and pay in full outstanding contingent notes payable.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of DPI and those of Domino’s and Domino’s wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

 

Fiscal Year

 

The Company’s fiscal year ends on the Sunday closest to December 31. The 2002 fiscal year ended December 29, 2002; the 2003 fiscal year ended December 28, 2003; and the 2004 fiscal year ended January 2, 2005. The 2002 and 2003 fiscal years consist of fifty-two weeks, while the 2004 fiscal year consists of fifty-three weeks.

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

Cash and Cash Equivalents

 

Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. These investments are carried at cost, which approximates fair value.

 

Inventories

 

Inventories are valued at the lower of cost (on a first-in, first-out basis) or market.

 

Inventories at December 28, 2003 and January 2, 2005 are comprised of the following (in thousands):

 

     2003

   2004

Food

   $ 15,886    $ 18,437

Equipment and supplies

     3,594      3,068
    

  

Inventories

   $ 19,480    $ 21,505
    

  

 

Notes Receivable

 

During the normal course of business, the Company may provide financing to franchisees in the form of notes. Notes receivable generally require monthly payments of principal and interest, or monthly payments of interest only, generally ranging from 10% to 12%, with balloon payments of the remaining principal due one to ten years from the original issuance date. Such notes are generally secured by the related assets or business. The carrying amounts of these notes approximate fair value.

 

Other Assets

 

Current and long-term other assets primarily include prepaid expenses such as insurance and taxes, deposits, investments in international franchisees, covenants not-to-compete and other intangible assets primarily arising from franchise acquisitions, and assets relating to the fair value of derivatives. Amortization expense for financial reporting purposes is provided using the straight-line method over the useful lives for covenants not-to-compete and other intangible assets and was approximately $227,000, $829,000 and $549,000 in 2002, 2003 and 2004, respectively. As of January 2, 2005, scheduled amortization for the next five fiscal years is approximately $527,000, $505,000, $398,000, $380,000 and $336,000 for 2005, 2006, 2007, 2008 and 2009, respectively.

 

Property, Plant and Equipment

 

Additions to property, plant and equipment are recorded at cost. Repair and maintenance costs are expensed as incurred. Depreciation and amortization expense for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives, other than the estimated useful life of the capital lease asset as described below, are generally as follows (in years):

 

Buildings

   20

Leasehold and other improvements

   10 - 15

Equipment

   3 - 12

 

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DOMINO’S PIZZA, INC. AND SUBSIDIARIES

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

Included in land and buildings as of December 28, 2003 and January 2, 2005 is a net capital lease asset of approximately $6.1 million and $5.7 million, respectively, related to the lease of a distribution center building. This capital lease asset is being amortized using the straight-line method over the fifteen-year lease term.

 

Depreciation and amortization expense on property, plant and equipment was approximately $19.5 million, $22.9 million and $24.6 million in 2002, 2003 and 2004, respectively.

 

Impairments of Long-Lived Assets

 

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company evaluates the potential impairment of long-lived assets based on various analyses including the projection of undiscounted cash flows, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. For Company-owned stores, the Company performs this evaluation on an operating market basis, which the Company has determined to be the lowest level for which identifiable cash flows are largely independent of other cash flows. If the carrying amount of a long-lived asset exceeds the amount of the expected future undiscounted cash flows of that asset, an impairment loss is recognized and the asset is written down to its estimated fair value. No long-lived asset impairment losses have been recognized in 2002, 2003 or 2004.

 

Investments in Marketable Securities

 

Investments in marketable securities consist of investments in various funds made by eligible individuals as part of the Company’s deferred compensation plan (Note 5). These investments are stated at aggregate fair value, are restricted and have been placed in a rabbi trust whereby the amounts are irrevocably set aside to fund the Company’s obligations under the deferred compensation plan. The Company classifies these investments in marketable securities as trading and accounts for them in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”.

 

Deferred Financing Costs

 

Deferred financing costs include debt issuance costs primarily incurred by the Company as part of the 2003 Recapitalization (Note 2). Amortization is provided using the effective interest rate method over the terms of the respective debt instruments to which the costs relate and is included in interest expense.

 

In connection with the 2002 Agreement (Note 2), the 2003 Recapitalization and the IPO, the Company expensed financing costs of approximately $4.5 million, $15.6 million and $3.1 million, respectively. Amortization of deferred financing costs, including the aforementioned amounts, was approximately $10.0 million, $20.6 million and $6.7 million in 2002, 2003 and 2004, respectively.

 

Goodwill

 

The Company’s goodwill amounts primarily relate to franchise store acquisitions and, in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, are not amortized. For impairment testing purposes, the Company has determined its reporting units to be its operating segments. The Company has performed its required impairment tests, which are completed in the fourth quarter of each fiscal year, and has not recognized any significant goodwill impairment charges in 2002, 2003 or 2004.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

During 2002, the Company purchased the assets related to 83 Domino’s Pizza stores (the Arizona Stores) from its former franchisee in Arizona using funds generated from operations. The Company paid approximately $21.5 million to acquire the related assets, resulting in approximately $10.6 million of goodwill. This goodwill is expected to be deductible for tax purposes. The results of the Arizona Stores’ operations have been included in the Domestic Stores (Note 10) segment in the consolidated financial statements since the acquisition. The Company also concurrently repurchased approximately $9.1 million in Company stock from its former franchisee in Arizona.

 

Capitalized Software

 

Capitalized software is recorded at cost and includes purchased, internally-developed and externally-developed software used in the Company’s operations. Amortization expense for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the software, which range from two to seven years. During 2002, the Company expensed approximately $5.3 million of certain capitalized software costs which is included in general and administrative expense as a loss on disposal of assets. Capitalized software amortization expense was approximately $8.5 million, $6.1 million and $6.6 million in 2002, 2003 and 2004, respectively. As of January 2, 2005, scheduled amortization for the next five fiscal years is approximately $6.0 million, $4.4 million, $3.9 million, $3.8 million and $1.4 million for 2005, 2006, 2007, 2008 and 2009, respectively.

 

Insurance Reserves

 

The Company is partially self-insured for workers’ compensation, general liability and owned and non-owned automobile liabilities for certain periods prior to December 1998 and for periods after December 2001. The Company is generally responsible for up to $1.0 million per occurrence under these retention programs for workers’ compensation and general liability exposures. The Company is also generally responsible for between $500,000 and $3.0 million per occurrence under these retention programs for owned and non-owned automobile liabilities. Total insurance limits under these retention programs vary depending on the year covered and range up to $108.0 million per occurrence for general liability and owned and non-owned automobile liabilities and up to the applicable statutory limits for workers’ compensation.

 

Insurance reserves relating to our retention programs are determined using actuarial estimates from an independent third party actuary. These estimates are based on historical information along with certain assumptions about future events. Changes in assumptions for such factors as medical costs and legal actions, as well as changes in actual experience, could cause these estimates to change in the near term. The Company receives an annual estimate of outstanding insurance exposures from its independent actuary and differences between these estimated actuarial exposures and the Company’s recorded amounts are adjusted as appropriate. In management’s opinion, the insurance reserves at December 28, 2003 and January 2, 2005 are sufficient to cover related losses.

 

Other Accrued Liabilities

 

Current and long-term other accrued liabilities primarily include accruals for sales, income and other taxes, legal matters, marketing and advertising expenses, store operating expenses, deferred compensation liabilities and, in 2003, liabilities relating to the fair value of derivatives.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

 

Foreign Currency Translation

 

The Company’s foreign entities use their local currency as the functional currency, in accordance with the provisions of SFAS No. 52, “Foreign Currency Translation.” Where the functional currency is the local currency, the Company translates net assets into U.S. dollars at yearend exchange rates, while income and expense accounts are translated at average annual exchange rates. Currency translation adjustments are included in accumulated other comprehensive income (loss) and foreign currency transaction gains and losses are included in determining net income.

 

Revenue Recognition

 

Domestic Company-owned stores revenues are comprised of retail sales of food through Company-owned Domino’s Pizza stores located in the contiguous United States and are recognized when the items are delivered to or carried out by customers.

 

Domestic franchise revenues are primarily comprised of royalties from Domino’s Pizza franchisees with operations in the contiguous United States. Royalty revenues are recognized when the items are delivered to or carried out by franchise customers.

 

Domestic distribution revenues are primarily comprised of sales of food, equipment and supplies to franchised Domino’s Pizza stores located in the contiguous United States. Revenues from the sales of food are recognized upon delivery of the food to franchisees, while revenues from the sales of equipment and supplies are generally recognized upon shipment of the related products to franchisees.

 

International revenues are primarily comprised of sales of food to, and royalties from, foreign, Alaskan and Hawaiian Domino’s Pizza franchisees, as well as retail sales of food through Company-owned stores in the Netherlands and France. These revenues are recognized consistently with the policies applied for revenues generated in the contiguous United States.

 

Distribution Profit-Sharing Arrangements

 

The Company enters into profit-sharing arrangements with Domestic Stores that purchase all of their food from Company-owned distribution centers. These profit-sharing arrangements generally provide participating stores with 50% of their regional distribution center’s pre-tax profits based upon each store’s purchases from the distribution center. Profit-sharing obligations are recorded as a revenue reduction in the Domestic Distribution (Note 10) segment in the same period as the related revenues and costs are recorded, and were $40.9 million in 2002 and $41.6 million in each of 2003 and 2004.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising expense, which relates primarily to Company-owned stores, was approximately $36.0 million, $36.6 million and $37.0 million during 2002, 2003 and 2004, respectively.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

Domestic Stores are required to contribute a certain percentage of sales to the Domino’s National Advertising Fund, Inc. (DNAF), a not-for-profit subsidiary that administers the Domino’s Pizza system’s national and market level advertising activities. Included in advertising expense were national advertising contributions from Company-owned stores to DNAF of approximately $11.3 million in each of 2002 and 2003 and $11.4 million in 2004. DNAF also received national advertising contributions from franchisees of approximately $76.5 million, $77.7 million and $83.0 million during 2002, 2003 and 2004, respectively. Franchisee contributions and offsetting expenses are presented net in the accompanying statements of income.

 

DNAF assets, consisting primarily of cash received from franchisees and accounts receivable from franchisees, can only be used for activities that promote the Domino’s Pizza brand. Accordingly, all assets held by the DNAF are considered restricted.

 

Rent

 

The Company leases certain equipment, vehicles, retail store and distribution center locations and its corporate headquarters under operating leases with expiration dates through 2019. During 2004, the Company corrected its accounting for leases to conform the lease terms used in calculating straight-line rent expense to the terms used to amortize related leasehold improvements. This correction resulted in the acceleration of rent expense under certain leases that contain fixed escalations in rental payments. The rent expense adjustment related to this correction was approximately $2.8 million and was recognized in the fourth quarter of 2004. Rent expenses, including the aforementioned adjustment, totaled approximately $37.5 million, $38.3 million and $43.9 million during 2002, 2003 and 2004, respectively.

 

Dividends

 

During 2003, the Company paid a dividend totaling $188.3 million to shareholders as part of the 2003 Recapitalization. During 2004, the Company declared and paid a dividend totaling $4.5 million, or 6.5 cents per share, to shareholders.

 

Derivative Instruments

 

The Company accounts for its derivative instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and related Statements which require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

 

The Company has entered into two interest rate derivative agreements to effectively convert the variable LIBOR component of the effective interest rate on a portion of the Company’s term loan debt to various fixed rates, in an effort to reduce the impact of interest rate changes on income. The Company has designated these agreements as cash flow hedges. The Company has also entered into two interest rate derivative agreements to effectively convert the fixed interest rate component of the Company’s senior subordinated debt to variable LIBOR rates over the term of the related debt. The Company has designated these agreements as fair value hedges. The Company has determined that no ineffectiveness exists related to these derivatives. Related gains and losses upon settlement of these derivatives are recorded in interest expense.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

These agreements are summarized as follows:

 

Derivative


  

Total

Notional

Amount


  

Term


  

Company

Pays


  

Counterparty

Pays


Interest Rate Swap    $75.0 million    August 2002 – June 2005    3.25%    LIBOR
Interest Rate Swap    $50.0 million    August 2003 – July 2011    LIBOR plus 319 basis points    8.25%
Interest Rate Swap    $50.0 million    August 2003 – July 2011    LIBOR plus 324 basis points    8.25%
Interest Rate Swap    $300.0 million    June 2004 – June 2005    1.62%    LIBOR

 

The Company also entered into an additional interest rate derivative agreement effectively converting the LIBOR component on a portion of its term loan debt to a fixed rate. This derivative agreement has an initial notional amount of $350.0 million, begins in June 2005, ends in June 2007 and fixes the Company’s interest rate at 3.21% while the counterparty pays a variable LIBOR rate.

 

At December 28, 2003, the fair value of the Company’s cash flow hedges is a net liability of approximately $3.4 million, of which $3.1 million is included in current other accrued liabilities and $320,000 is included in long-term other accrued liabilities. At January 2, 2005, the fair value of the Company’s cash flow hedges is a net asset of approximately $4.5 million, of which $1.7 million is included in prepaid expenses and other and $2.8 million is included in long-term other assets.

 

At December 28, 2003, the fair value of the Company’s fair value hedges is a net asset of approximately $3.6 million, of which $3.1 million is included in prepaid expenses and other and $536,000 is included in long-term other assets. At January 2, 2005, the fair value of the Company’s fair value hedges is a net asset of approximately $4.0 million, of which $1.6 million is included in prepaid expenses and other and $2.4 million is included in long-term other assets.

 

Earnings Per Share

 

The Company accounts for earnings per share in accordance with SFAS No. 128, “Earnings Per Share” and related guidance, which requires two calculations of earnings per share (EPS) to be disclosed: basic EPS and diluted EPS.

 

For periods prior to the IPO, the Company calculates EPS information using the two-class method due to the Company’s capital structure in place prior to the IPO and further described in Note 9. Accordingly, EPS information for both Class L common stock and Common Stock are presented for periods prior to the IPO. For periods after the IPO, the Company presents EPS information for Common Stock only as the Class L common stock was converted into Common Stock in connection with the IPO.

 

The numerator in calculating Class L basic and diluted EPS is the Class L preference amount accrued during the year presented plus, if positive, a pro rata share of an amount equal to consolidated net income less preferred stock dividends, less accretion amounts relating to the redemption value of the Preferred Stock (Note 9) and less the Class L preference amount. The Class L preferential distribution amounts were $39.4 million, $37.1 million and $18.1 million in 2002, 2003 and 2004, respectively.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

For periods prior to the IPO, the numerator in calculating Common Stock basic and diluted EPS is an amount equal to consolidated net income less preferred stock dividends, accretion amounts relating to the redemption value of the Preferred Stock, the Class L preference amount and the aforementioned Class L pro rata share amount, if any. For periods after the IPO, the numerator in calculating Common Stock basic and diluted EPS is consolidated net income.

 

The denominator in calculating Class L basic EPS and Common Stock basic EPS are the weighted average shares outstanding for each respective class of shares. The denominator in calculating Class L diluted EPS and Common Stock diluted EPS includes the additional dilutive effect of outstanding stock options. The denominator in calculating the 2003 Common Stock diluted EPS does not include 3,354,490 stock options as their inclusion would be anti-dilutive.

 

The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share amounts):

 

     2002

    2003

    2004

Net income

   $ 60,487     $ 39,037     $ 62,287

Less-

                      

Accumulated preferred stock dividends

     (17,073 )     (9,125 )     -  

Accretion amounts relating to the redemption value of preferred stock

     (455 )     (33,916 )     -  
    


 


 

Net income (loss) available to common stockholders - basic and diluted

   $ 42,959     $ (4,004 )   $ 62,287
    


 


 

Allocation of net income (loss) to common stockholders:

                      

Class L

   $ 39,754     $ 37,080     $ 20,138

Common Stock

   $ 3,205     $ (41,084 )   $ 42,149

Weighted average number of common shares:

                      

Class L

     3,622,930       3,614,629       3,613,991

Common Stock

     32,767,099       32,707,435       49,606,144

Earnings (loss) per common share – basic:

                      

Class L

   $ 10.97     $ 10.26     $ 5.57

Common Stock

   $ 0.10     $ (1.26 )   $ 0.85

Diluted weighted average number of common shares:

                      

Class L

     3,628,126       3,618,258       3,617,371

Common Stock

     35,623,365       32,707,435       52,170,542

Earnings (loss) per common share – diluted:

                      

Class L

   $ 10.96     $ 10.25     $ 5.57

Common Stock

   $ 0.09     $ (1.26 )   $ 0.81

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

Stock Options

 

The Company accounts for stock-based compensation using the intrinsic method prescribed in APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations.

 

New Accounting Pronouncements

 

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R (revised 2004), “Share-Based Payments” (SFAS 123R). SFAS 123R requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements based on the estimated fair value of the awards. The Company is required to adopt SFAS 123R in the first interim period beginning after June 15, 2005, which for the Company is the third fiscal quarter of 2005. The Company is assessing SFAS 123R and has not determined the impact that adoption of SFAS 123R will have on its results of operations.

 

In December 2003, the FASB issued a revised interpretation of FASB Interpretation 46, “Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51” (FIN 46R). FIN 46R requires the consolidation of a variable interest entity by an enterprise if the enterprise is determined to be the primary beneficiary, as defined in FIN 46R. The Company adopted FIN 46R during 2004 and its adoption did not have a material effect on the Company’s results of operations or financial condition.

 

Supplemental Disclosures of Cash Flow Information

 

The Company paid interest of approximately $51.8 million, $49.6 million and $59.8 million during 2002, 2003 and 2004, respectively. Cash paid for income taxes was approximately $24.0 million, $21.1 million and $23.2 million in 2002, 2003 and 2004, respectively.

 

The Company financed the sale of certain Company-owned stores to franchisees with notes totaling approximately $811,000 during 2002, including $450,000 of notes to a former minority TISM stockholder.

 

During 2003, the Company entered into a capital lease for one of its distribution center buildings. In connection with this lease, the Company originally recorded a $6.2 million capital lease asset and offsetting lease liability.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Reclassifications

 

Certain amounts from fiscal 2002 and 2003 have been reclassified to conform to the fiscal 2004 presentation.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

(2) FINANCING ARRANGEMENTS

 

At December 28, 2003 and January 2, 2005, consolidated long-term debt consisted of the following (in thousands):

 

     2003

   2004

2003 Agreement – Term Loan

   $ 538,013    $ 498,013

Other borrowings

     437      410

Capital lease obligation

     6,152      5,929

Senior subordinated notes due 2009, 10 3/8%

     11,234      -

Senior subordinated notes due 2011, 8 1/4%, net of a $2.7 million and $1.6 million unamortized discount in 2003 and 2004, respectively

     400,286      272,303
    

  

Total debt

     956,122      776,655

Less– current portion

     18,572      25,295
    

  

Total long-term debt

     937,550      751,360

Assets relating to fair value derivatives

     3,615      4,045
    

  

Consolidated long-term debt

   $ 941,165    $ 755,405
    

  

 

2002 Agreement

 

On July 29, 2002, the Company entered into a credit agreement (the 2002 Agreement) with a consortium of banks and used the proceeds to repay borrowings outstanding under a previous credit agreement. The 2002 Agreement provided a $365.0 million term loan and a $100.0 million revolving credit facility.

 

2003 Recapitalization

 

On June 25, 2003, the Company consummated a recapitalization transaction (the 2003 Recapitalization) whereby the Company (i) issued and sold $403.0 million aggregate principal amount at maturity of 8 1/4% senior subordinated notes due 2011 (the 2011 Notes) at a discount resulting in gross proceeds of approximately $400.1 million, and (ii) borrowed $610.0 million in term loans and secured a $125.0 million revolving credit facility with a consortium of banks (collectively, the 2003 Agreement).

 

The Company used the proceeds from the 2011 Notes and the 2003 Agreement as well as cash from operations to (i) retire all of its outstanding 10 3/8% senior subordinated notes that were tendered, (ii) repay all amounts outstanding under and cancel the 2002 Agreement, (iii) redeem all of its outstanding preferred stock, (iv) pay a $188.3 million dividend on its outstanding common stock and (v) pay related transaction fees and expenses.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

2003 Agreement

 

The 2003 Agreement provides the following credit facilities: a term loan (the Term Loan) and a revolving credit facility (the Revolver). The aggregate borrowings available under the 2003 Agreement are $735.0 million: $610.0 million under the Term Loan and $125.0 million under the Revolver. The Term Loan was initially fully borrowed. The 2003 Agreement has been amended primarily to obtain more favorable Term Loan interest rate margins, to amend the principal amortization schedule and to allow for the repayment of a portion of the 2011 Notes as part of the IPO in lieu of a required payment under the Term Loan.

 

Borrowings under the Term Loan bear interest, payable at least quarterly, at either (i) the higher of (a) the prime rate (5.25% at January 2, 2005) or (b) 0.50% above the Federal Reserve reported overnight funds rate, each plus an applicable margin of 0.75%, or (ii) LIBOR (2.56% at January 2, 2005) plus an applicable margin of 1.75%. At January 2, 2005, the Company’s borrowing rate was 4.31% for Term Loan borrowings and all borrowings under the Term Loan were under a LIBOR contract with an interest period of 90 days. As of January 2, 2005, the 2003 Agreement requires no Term Loan principal payments in 2005 and principal payments totaling $4.8 million, $3.6 million, $4.8 million, $6.0 million and $453.9 million in 2006, 2007, 2008, 2009 and 2010, respectively. The timing of the Company’s required payments under the 2003 Agreement may change based upon voluntary prepayments and generation of excess cash, as defined. The final scheduled principal payment on the outstanding borrowings under the Term Loan is due in June 2010.

 

Borrowings under the Revolver (excluding letters of credit) bear interest, payable at least quarterly, at either (i) the higher of (a) the prime rate or (b) 0.50% above the Federal Reserve reported overnight funds rate, each plus an applicable margin of between 1.25% to 2.00%, or (ii) LIBOR plus an applicable margin of between 2.25% to 3.00%, with margins determined based upon the Company’s ratio of indebtedness to EBITDA, as defined. The Company also pays a 0.50% commitment fee on the unused portion of the Revolver. The Company may use up to $60.0 million of the Revolver for letter of credit advances. The fee for letter of credit amounts outstanding ranges from 2.375% to 3.125%. At January 2, 2005, the fee for letter of credit amounts outstanding was 2.875%. At January 2, 2005, there are $99.5 million in available borrowings under the Revolver, with $25.5 million of letters of credit outstanding. The Revolver expires in June 2009. All outstanding borrowings under the Revolver are due in June 2009.

 

Borrowings under the 2003 Agreement are guaranteed by DPI, are jointly and severally guaranteed by most of Domino’s domestic subsidiaries and one foreign subsidiary, and substantially all of the assets of the Company are pledged as collateral.

 

The 2003 Agreement contains certain financial and non-financial covenants that, among other restrictions, require the maintenance of certain financial ratios related to interest coverage and leverage. The 2003 Agreement also restricts the Company’s ability to incur additional indebtedness, make investments, use assets as security in other transactions and sell certain assets or merge with or into other companies. Additionally, upon a public offering of stock, the Company is required to pay down the Term Loan in an amount equal to 50% of the net proceeds of such offering.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

2011 Notes

 

The 2011 Notes require semi-annual interest payments, beginning January 1, 2004. Before July 1, 2007, the Company may, at a price above par, redeem all, but not part, of the 2011 Notes if a change in control occurs, as defined in the 2011 Notes. Beginning July 1, 2007, the Company may redeem some or all of the 2011 Notes at fixed redemption prices, ranging from 104.125% of par in 2007 to 100% of par in 2009 through maturity. In the event of a change in control, as defined, the Company will be obligated to repurchase the 2011 Notes tendered at the option of the holders at a fixed price. Upon a public stock offering, the Company may use net proceeds from such offering to repurchase and retire up to 40% of the aggregate principal amount of the 2011 Notes, provided that at least 60% of the original principal amount of the 2011 Notes remains outstanding immediately following such repurchase. During 2004, the Company repaid $109.1 million of 2011 Notes principal amount using net proceeds from the IPO. The 2011 Notes are guaranteed by most of Domino’s domestic subsidiaries and one foreign subsidiary and are subordinated in right of payment to all existing and future senior debt of the Company.

 

The indenture related to the 2011 Notes restricts the Company from, among other restrictions, incurring additional indebtedness or issuing preferred stock, with certain specified exceptions, unless a minimum fixed charge coverage ratio is met. The Company may pay dividends and make other restricted payments so long as such payments in total do not exceed 50% of the Company’s cumulative net income from December 30, 2002 to the payment date plus the net proceeds from any capital contributions or the sale of equity interests.

 

As of January 2, 2005, management estimates the fair value of the 2011 Notes to be approximately $304.0 million. The carrying amounts of the Company’s other debt approximate fair value.

 

Other

 

As defined in the 2003 Agreement, an amount not to exceed $75.0 million was made available for the early retirement of 2011 Notes. The Company may also use this basket to repurchase and retire Company common stock in an amount not to exceed $32.5 million. As of January 2, 2005, $55.0 million of this basket remains for future repurchases of 2011 Notes or Company stock. Certain amounts were also available for the early retirement of senior subordinated notes under the Company’s previous credit agreements. In 2002, 2003 and 2004, the Company retired $20.6 million, $20.5 million and $20.0 million, respectively, of its senior subordinated notes through open market transactions using funds generated from operations. These retirements resulted in losses of approximately $1.8 million, $2.3 million and $1.8 million in 2002, 2003 and 2004, respectively, due to purchase prices in excess of carrying value. Additionally, as part of the 2003 Recapitalization, the Company recorded a $20.4 million loss relating to the repurchase and retirement, at a premium, of $206.7 million principal amount of outstanding 10 3/8% senior subordinated notes. As part of the IPO, the Company also recorded a $9.0 million loss relating to the repurchase and retirement, at a premium, of $109.1 million principal amount of 2011 Notes. These amounts are included in other expense in the accompanying statements of income.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

At January 2, 2005, maturities of long-term debt and capital lease obligation are as follows, which exclude the $1.6 million unamortized discount on the 2011 Notes and the $4.0 million asset related to fair value derivatives and classifies as current $25.0 million of voluntary term loan payments made in early 2005 (in thousands):

 

2005

   $ 25,295

2006

     5,130

2007

     3,932

2008

     5,154

2009

     6,365

Thereafter

     732,376
    

     $ 778,252
    

 

(3) COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

As of January 2, 2005, the future minimum rental commitments for all non-cancelable leases, which include approximately $47.3 million in commitments to related parties, are as follows (in thousands):

 

     Operating
Leases


   Capital
Lease


    Total

2005

   $ 35,837    $ 736     $ 36,573

2006

     29,324      736       30,060

2007

     24,860      736       25,596

2008

     20,697      736       21,433

2009

     16,171      736       16,907

Thereafter

     52,530      6,322       58,852
    

  


 

Total future minimal rental commitments

   $ 179,419      10,002     $ 189,421
    

  


 

Less – amounts representing interest

            (4,073 )      
           


     

Total principal payable on capital lease

          $ 5,929        
           


     

 

Legal Proceedings and Related Matters

 

The Company is a party to lawsuits, revenue agent reviews by taxing authorities and legal proceedings, of which the majority involve workers’ compensation, employment practices liability, general liability and automobile and franchisee claims arising in the ordinary course of business. In management’s opinion, these matters, individually and in the aggregate, will not have a significant adverse effect on the financial condition of the Company, and the established reserves adequately provide for the estimated resolution of such claims.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

(4) INCOME TAXES

 

The differences between the United States Federal statutory income tax provision (using the statutory rate of 35%) and the Company’s consolidated provision for income taxes for 2002, 2003 and 2004 are summarized as follow (in thousands):

 

     2002

    2003

    2004

 

Federal income tax provision based on the statutory rate

   $ 33,661     $ 21,852     $ 35,021  

State and local income taxes, net of related Federal income taxes

     1,904       1,215       2,602  

Non-resident withholding and foreign income taxes

     3,829       4,163       4,757  

Foreign tax and other tax credits

     (4,506 )     (4,962 )     (5,439 )

Losses attributable to foreign subsidiaries

     325       593       451  

Utilization of foreign net operating loss carryovers

     -         -         (238 )

Non-deductible expenses

     471       551       615  

Other

     2       (14 )     4  
    


 


 


     $ 35,686     $ 23,398     $ 37,773  
    


 


 


 

The components of the 2002, 2003 and 2004 consolidated provision for income taxes are as follows (in thousands):

 

     2002

   2003

   2004

Provision for Federal income taxes-

                    

Current provision

   $ 18,685    $ 9,705    $ 20,359

Deferred provision

     9,918      7,068      8,441

Change in valuation allowance

     325      593      213
    

  

  

Total provision for Federal income taxes

     28,928      17,366      29,013

Provision for state and local income taxes-

                    

Current provision

     1,004      1,731      3,896

Deferred provision

     1,925      138      107
    

  

  

Total provision for state and local income taxes

     2,929      1,869      4,003

Provision for non-resident withholding and foreign income taxes

     3,829      4,163      4,757
    

  

  

     $ 35,686    $ 23,398    $ 37,773
    

  

  

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

As of December 28, 2003 and January 2, 2005, the significant components of net deferred income taxes are as follows (in thousands):

 

     2003

    2004

 

Deferred Federal income tax assets-

                

Depreciation, amortization and asset basis differences

   $ 28,340     $ 20,675  

Covenants not-to-compete

     11,623       10,456  

Insurance reserves

     7,432       8,251  

Other accruals and reserves

     8,077       8,155  

Bad debt reserves

     1,806       1,816  

Derivatives liability

     1,297       -    

Foreign net operating loss carryovers

     2,534       2,543  

Other

     1,105       1,332  
    


 


       62,214       53,228  
    


 


Valuation allowance on foreign net operating loss carryovers

     (2,534 )     (2,543 )
    


 


Total deferred Federal income tax assets

     59,680       50,685  
    


 


Deferred Federal income tax liabilities-

                

Capitalized software

     7,939       8,895  

Derivatives asset

     -         1,701  
    


 


Total deferred Federal income tax liabilities

     7,939       10,596  
    


 


Net deferred Federal income tax asset

     51,741       40,089  

Net deferred state and local income tax asset

     6,031       5,924  
    


 


Net deferred income taxes

   $ 57,772     $ 46,013  
    


 


 

As of December 28, 2003, the classification of net deferred income taxes is summarized as follows (in thousands):

 

     Current

   Long-term

    Total

 

Deferred tax assets

   $ 5,730    $ 59,981     $ 65,711  

Deferred tax liabilities

     -          (7,939 )     (7,939 )
    

  


 


Net deferred income taxes

   $ 5,730    $ 52,042     $ 57,772  
    

  


 


 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

As of January 2, 2005, the classification of net deferred income taxes is summarized as follows (in thousands):

 

     Current

   Long-term

    Total

 

Deferred tax assets

   $ 6,317    $ 50,292     $ 56,609  

Deferred tax liabilities

     -        (10,596 )     (10,596 )
    

  


 


Net deferred income taxes

   $ 6,317    $ 39,696     $ 46,013  
    

  


 


 

Realization of the Company’s deferred tax assets is dependent upon many factors, including, but not limited to, the Company’s ability to generate sufficient taxable income. Although realization of the Company’s net deferred tax assets is not assured, management believes it is more likely than not that the net deferred tax assets will be realized. On an ongoing basis, management will assess whether it remains more likely than not that the net deferred tax assets will be realized. As of January 2, 2005, the Company has approximately $7.3 million of foreign net operating loss carryovers, a portion of which will expire between 2005 through 2007, for which a valuation allowance has been provided.

 

(5) EMPLOYEE BENEFITS

 

The Company has a retirement savings plan which qualifies under Internal Revenue Code Section 401(k). All employees of the Company who have completed 1,000 hours of service and are at least 21 years of age are eligible to participate in the plan. The plan requires the Company to match 50% of employee contributions per participant, with Company matching contributions limited to 3% of eligible participant compensation. These matching contributions vest immediately. The charges to operations for Company contributions to the plan were $2.4 million, $2.2 million and $2.3 million for 2002, 2003 and 2004, respectively.

 

The Company has established a nonqualified deferred compensation plan available for certain key employees. Under this self-funding plan, the participants may defer up to 40% of their annual compensation. The participants direct the investment of their deferred compensation within several investment funds. The Company is not required to contribute and did not contribute to this plan during 2002, 2003 or 2004.

 

In connection with the Company’s IPO, the Board of Directors approved two employee stock purchase plans, a market based plan and a discount plan. Under the market based plan, eligible employees may deduct up to 15% of their eligible wages to purchase DPI stock at the market price. Under the discount plan, eligible employees may deduct up to 15% of their eligible wages to purchase DPI stock at 85% of the market price of the stock at the purchase date. The discount plan requires employees to hold their purchased DPI stock for one year. There are 1,000,000 shares authorized to be issued under the discount plan. There were 16,232 shares issued under the plan during 2004.

 

(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

 

The Company is a party to stand-by letters of credit and, to a lesser extent, financial guarantees with off-balance sheet risk. The Company’s exposure to credit loss for stand-by letters of credit and financial guarantees is represented by the contractual amounts of these instruments. The Company uses the same credit policies in making conditional obligations as it does for on-balance sheet instruments. Total conditional commitments under letters of credit and financial guarantees as of January 2, 2005 are $26.3 million, and primarily relate to letters of credit for the Company’s insurance programs and distribution center leases.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

(7) RELATED PARTY TRANSACTIONS

 

Corporate Headquarters Lease

 

The Company leases its corporate headquarters under an operating lease agreement with a partnership owned by its founder and former majority stockholder. The Company renewed this lease for a ten-year term, with two five-year renewal options, beginning in December 2003. Total lease expense related to this lease was approximately $4.5 million in each of 2002 and 2003 and $4.9 million in 2004. Rent expense is recognized on a straight-line basis over the lease term, as defined in SFAS No. 13, “Accounting for Leases” and related guidance.

 

At January 2, 2005, aggregate future minimum lease commitments under this lease are as follows (in thousands):

 

2005

   $ 5,261

2006

     5,261

2007

     5,261

2008

     5,261

2009

     5,261

Thereafter

     21,042
    

     $ 47,347
    

 

Consulting Agreement

 

As part of a prior recapitalization in which the Company’s founder sold a controlling interest in the Company (the 1998 Recapitalization), the Company entered into a $5.5 million, ten-year consulting agreement with its founder and former majority stockholder. During 2002, the Company and its founder and former majority stockholder mutually agreed to terminate the consulting agreement. The Company paid $2.9 million to effect such termination.

 

Management Agreement

 

As part of the 1998 Recapitalization, the Company entered into a management agreement with an affiliate of a DPI stockholder to provide the Company with certain management services. The Company was committed to pay an amount not to exceed $2.0 million per year on an ongoing basis for management services as defined in the management agreement. The Company incurred and paid $2.0 million for management services in each of 2002 and 2003. During 2004, the Company paid $10.0 million to terminate the management agreement. Total amounts expensed during 2004 were $11.0 million. These amounts are included in general and administrative expense.

 

Contingent Notes Payable

 

The Company was contingently liable to pay its founder and former majority stockholder and a member of his family an amount not exceeding approximately $15.0 million under two notes payable, plus 8% interest per annum beginning in 2003, in the event the majority stockholders of DPI sold a certain percentage of their common stock to an unaffiliated party. As part of the IPO, the Company paid $16.9 million to satisfy in full these contingent notes payable. This payment was recognized as a distribution in the consolidated statement of stockholders’ deficit.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

Financing Arrangements

 

As part of the 2002 Agreement, the Company paid approximately $2.3 million of financing costs to an affiliate of a DPI stockholder. As part of the 2003 Recapitalization, the Company paid approximately $7.9 million of financing costs to an affiliate of a DPI stockholder. During 2004, the Company paid an affiliate $1.1 million of financing costs relating to two separate amendments to the 2003 Agreement. A separate affiliate is counterparty to two interest rate derivative agreements with notional amounts totaling $400.0 million. In connection with the IPO, a separate affiliate was paid $7.0 million in underwriting fees.

 

At December 28, 2003, affiliates of DPI stockholders had term loan holdings of $36.2 million and senior subordinated note holdings of $15.0 million. At January 2, 2005, affiliates of DPI stockholders had term loan holdings of $28.5 million and senior subordinated note holdings of $10.9 million. Related interest expense to affiliates was approximately $2.0 million, $3.2 million and $2.6 million in 2002, 2003 and 2004, respectively.

 

(8) STOCK OPTIONS

 

The Company accounts for stock-based compensation using the intrinsic method prescribed in APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of the stock at grant date over the amount an optionee must pay to acquire the stock.

 

The Company has two stock option plans: the TISM, Inc. Stock Option Plan (the TISM Stock Option Plan) and the Domino’s Pizza, Inc. 2004 Equity Incentive Plan (the 2004 Stock Option Plan) (collectively, the Stock Options Plans). In connection with the IPO, the 2004 Stock Option Plan was adopted by the Board of Directors and the TISM Stock Option Plan was amended by the Board of Directors to prohibit the granting of additional stock options. As of January 2, 2005, the number of options granted and outstanding under the TISM Stock Option Plan was 5,520,540 shares of non-voting Common Stock. As of January 2, 2005, the maximum number of shares that may be granted under the 2004 Stock Option Plan is 5,600,000 shares of voting Common Stock.

 

Prior to the IPO, options granted under the TISM Stock Option Plan were generally granted at 100% of the Board of Directors’ estimate of fair value of the underlying stock on the date of grant, expire ten years from the date of grant and vest within five years from the date of grant. Subsequent to the IPO, options granted under the Stock Option Plan were granted at the market price at the date of the grant, expire ten years from the date of grant and generally vest within five years from the date of grant.

 

The Company recorded deferred stock compensation amounts of $1.7 million and $253,000 in 2002 and 2004, respectively, relating to stock options granted to employees at less than the Board of Directors’ estimate of fair value. These amounts are amortized using the straight-line method over the related vesting periods. In connection with the 2003 Recapitalization, all previously unvested options were immediately vested by action of the Board of Directors. Accordingly, the Company expensed the then remaining $1.6 million of unamortized deferred stock compensation as part of the 2003 Recapitalization. Additionally, the Company recorded $1.5 million in non-cash compensation expense related to the acceleration of the vesting periods. The Company recorded non-cash compensation expense, including the aforementioned amounts, of $277,000, $3.0 million and $51,000 in 2002, 2003 and 2004, respectively. All non-cash compensation expenses are recorded in general and administrative expense.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

Activity related to the Stock Option Plans is summarized as follows:

 

     Common Stock Options

  

Class L Common

Stock Options


     Outstanding

    Exercisable

   Weighted
Average
Exercise
Price


   Outstanding
and
Exercisable


  Weighted
Average
Exercise
Price


Options at December 30, 2001

   3,345,380     1,492,651           14,814    

Options granted

   764,666          $ 5.25    -    

Options cancelled

   (66,066 )        $ 1.59    -    

Options exercised

   (180,666 )        $ 0.75    -    
    

             
   

Options at December 29, 2002

   3,863,314     1,872,626           14,814    

Options granted

   2,097,000          $ 8.75    -    

Options cancelled

   (36,934 )        $ 6.20    -    

Options exercised

   (44,733 )        $ 1.89    -    
    

             
   

Options at December 28, 2003

   5,878,647     3,942,647           14,814    

Options granted

   1,771,530          $ 13.87    -    

Options cancelled

   (150,341 )        $ 9.23    -    

Options exercised

   (276,542 )        $ 1.47    (14,814)   $60.75
    

             
   

Options at January 2, 2005

   7,223,294     4,070,006           -    
    

             
   

 

Options outstanding and exercisable at January 2, 2005 are as follows:

 

     Options
Outstanding


   Options
Exercisable


   Weighted
Average
Exercise
Price


   Weighted
Average
Remaining Life


                      (Years)

Non-Voting Common Stock

   2,836,374    2,836,374    $ 0.75    4.9

Non-Voting Common Stock

   724,439    724,439    $ 5.25    7.1

Non-Voting Common Stock

   115,400    115,400    $ 10.05    8.0

Non-Voting Common Stock

   1,791,667    393,793    $ 8.66    8.5

Non-Voting Common Stock

   52,660    -      $ 9.75    9.0

Voting Common Stock

   1,702,754    -      $ 14.00    9.5

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

For periods prior to the IPO, management has estimated the fair value of each option grant on the date of grant using the minimum value method and the following assumptions: risk free interest rates of 4.02%, 2.95% and 3.07% in 2002, 2003 and 2004, respectively; expected dividend yields of 0.0%; and expected lives of five years. For periods after the IPO, management has estimated the fair value of each option grant using the Black-Scholes option pricing method and the following assumptions: risk free interest rate of 3.66%, expected dividend yield of 1.86%; estimated volatility of 30.0%, and expected lives of five years. Approximate fair values per share of options granted are as follows:

 

     2002

   2003

   2004

Common Stock

   $ 0.95    $ 1.19    $ 3.69

 

Option valuation models require the input of highly subjective assumptions. Because changes in subjective input assumptions can significantly affect the fair value estimate, in management’s opinion, existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

 

Had compensation cost for the Stock Option Plans been determined based on the fair value at the grant dates consistent with the method described in SFAS No. 123, “Accounting for Stock-Based Compensation”, the Company’s net income and earnings per share would have decreased to the following pro forma amounts, which may not be representative of that to be expected in future years (in thousands, except per share amounts):

 

     2002

    2003

    2004

 

Net income, as reported

   $ 60,487     $ 39,037     $ 62,287  

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

     173       1,899       32  

Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects

     (241 )     (2,761 )     (725 )
    


 


 


Net income, pro forma

   $ 60,419     $ 38,175     $ 61,594  
    


 


 


Net income (loss) available to common stockholders, pro forma

   $ 42,891     $ (4,866 )   $ 61,594  
    


 


 


Earnings (loss) per common share – basic:

                        

As reported and pro forma – Class L

   $ 10.97     $ 10.26     $ 5.57  

As reported – Common Stock

   $ 0.10     $ (1.26 )   $ 0.85  

Pro forma – Common Stock

   $ 0.10     $ (1.27 )   $ 0.84  

Earnings (loss) per common share – diluted:

                        

As reported and pro forma – Class L

   $ 10.96     $ 10.25     $ 5.57  

As reported – Common Stock

   $ 0.09     $ (1.26 )   $ 0.81  

Pro forma – Common Stock

   $ 0.09     $ (1.27 )   $ 0.80  

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

(9) CAPITAL STRUCTURE

 

Common Stock

 

DPI’s common stock consists of Common Stock, which includes a non-voting and voting series, and Class L Common Stock, which is non-voting. In connection with the Company’s IPO, the Class L Common Stock converted into Common Stock as more fully described below.

 

Before the merger described in Note 1, TISM’s common stock consisted of Class A-1 common stock, Class A-2 common stock, Class A-3 common stock, and Class L Common Stock. Class A-1 common stock was voting common stock while Class A-2, A-3 and L were non-voting common stock. Prior to the IPO, a two-for-three stock split was consummated for each class of common stock. Further, each share of TISM’s Class A-1, A-2 and A-3 common stock was converted into DPI Common Stock and each share of TISM’s Class L Common Stock was converted into DPI Class L Common Stock. All options to purchase TISM Class A-3 common stock were converted into options to purchase the non-voting series of DPI Common Stock.

 

Class L Common Stock has preferential distribution rights over Common Stock whereby Class L stockholders are entitled to receive their original investment in the Class L Common Stock plus an additional 12% priority return compounded quarterly on their original investment amount before Common Stock holders have the right to participate in Company distributions. After the Class L preferential distributions rights are satisfied, the Common Stock and Class L stockholders participate in the earnings of the Company on a pro rata basis determined using the number of shares then outstanding. The Class L Common Stock is mandatorily convertible into Common Stock upon a public offering or upon a sale or transfer of at least 50% of the Company’s Common Stock to an unaffiliated party. In connection with the IPO, 3,613,959 shares of Class L Common Stock was converted to 26,317,649 shares of Common Stock

 

As of January 2, 2005, authorized Common Stock consists of 160,000,000 voting shares and 10,000,000 non-voting shares. The share components of outstanding Common Stock at December 28, 2003 and January 2, 2005 are as follows:

 

     2003

     2004

Voting

   6,427,916      62,711,028

Non-Voting

   26,278,050      5,975,557
    
    

Total Common Stock

   32,705,966      68,686,585
    
    

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

Cumulative Preferred Stock

 

The cumulative preferred stock issued by the Company as part of the 1998 Recapitalization (the Preferred Stock) was redeemed in connection with the 2003 Recapitalization. The Preferred Stock had a liquidation value of $105.00 per share (Liquidation Value) and had no voting rights except as allowed by law. Dividends were cumulative and accrued at 11.5%, compounded semi-annually, and were payable semi-annually when declared by the Board of Directors. No dividends were declared prior to the 2003 Recapitalization. The Preferred Stock had a liquidation preference over the Company’s common stock. The Preferred Stock was redeemable, during the first eleven years following the date of issuance, at the Company’s option, at varying prices per share up to 111.5% of an amount equal to the Liquidation Value plus accrued and unpaid dividends. Prior to the 2003 Recapitalization, the Company was accreting the carrying value of the Preferred Stock to the Liquidation Value over the eleven-year period using the effective interest method. Accretion amounts totaled approximately $455,000 in 2002. In connection with the redemption of the Preferred Stock, the Company paid the holders of Preferred Stock an aggregate amount of $200.5 million. Accordingly, the Company recorded approximately $102.5 million in 2003, including $68.6 million of accumulated dividends declared in connection with the 2003 Recapitalization, to accrete the carrying value of the Preferred Stock to the redemption value.

 

(10) SEGMENT INFORMATION

 

The Company has three reportable segments as determined by management using the “management approach” as defined in SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information”: (i) Domestic Stores, (ii) Domestic Distribution, and (iii) International. The Company’s operations are organized by management on the combined bases of line of business and geography. The Domestic Stores segment includes operations with respect to all franchised and Company-owned stores throughout the contiguous United States. The Domestic Distribution segment primarily includes the distribution of food, equipment and supplies to the Domestic Stores segment from the Company’s regional distribution centers. The International segment primarily includes operations related to the Company’s franchising business in foreign and non-contiguous United States markets, its Company-owned store operations in the Netherlands and France and its distribution operations in Canada, France, the Netherlands, Alaska and Hawaii.

 

The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its segments and allocates resources to them based on earnings before interest, taxes, depreciation, amortization and other, referred to as Segment Income.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

 

The tables below summarize the financial information concerning the Company’s reportable segments for 2002, 2003 and 2004. Intersegment Revenues are comprised of sales of food, equipment and supplies from the Domestic Distribution segment to the Company-owned stores in the Domestic Stores segment. Intersegment sales prices are market based. The “Other” column as it relates to Segment Income and income from operations information below primarily includes corporate administrative costs. In 2003, the “Other” column as it relates to Segment Income excludes $15.7 million of general and administrative costs, comprised of cash and non-cash compensation expenses, that were incurred in connection with the 2003 Recapitalization. In 2004, the “Other” column as it relates to Segment Income excludes $10.0 million of general and administrative costs that were incurred in connection with the Company’s IPO relating to the fee paid to terminate the Company’s management agreement with an affiliate. The “Other” column as it relates to capital expenditures primarily includes capitalized software and certain equipment and leasehold improvements. All amounts presented below are in thousands.

 

     Domestic
Stores


   Domestic
Distribution


   International

   Intersegment
Revenues


   Other

    Total

Revenues-

                                        

2002

   $ 517,200    $ 779,684    $ 81,762    $(103,666)    $ -       $ 1,274,980

2003

     519,879      821,695      96,386      (104,638)      -         1,333,322

2004

     537,488      902,413      116,983      (110,387)      -         1,446,497

Segment Income-

                                        

2002

   $ 137,626    $ 49,953    $ 25,910    N/A    $ (24,227 )   $ 189,262

2003

     140,073      54,556      29,126    N/A      (21,055 )     202,700

2004

     145,387      57,044      34,510    N/A      (22,612 )