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 December 29, 2002
OR
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 333-74797
DOMINO'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3025165
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
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: None
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Securities registered pursuant to Section 12(g) of the Exchange Act: None
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Indicate by check mark whether the registrant (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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes [X] No [_]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act): Yes [_] No [X]
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 registrant's 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: [_]
The aggregate market value of the voting stock held by non-affiliates is zero.
As of March 15, 2003, there were 10 shares of the registrant's common stock
outstanding.
Documents incorporated by reference: None
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TABLE OF CONTENTS
Part I Page No.
--------
Item 1. Business. 2
Item 2. Properties. 14
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 and Related
Stockholder Matters. 16
Item 6. Selected Financial Data. 16
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 29
Item 8. Financial Statements and Supplementary Data. 30
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. 56
Part III
Item 10. Directors and Executive Officers of the Registrant. 57
Item 11. Executive Compensation. 59
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholders Matters. 63
Item 13. Certain Relationships and Related Transactions. 65
Item 14. Controls and Procedures. 66
Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K. 67
SIGNATURES 73
CERTIFICATIONS 74
1
Part I
Item 1. Business.
Overview
Domino's, 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. We also have a leading presence internationally
and our Domino's Pizza(R) brand is among the most recognized consumer brands in
the world. We operate through a network of more than 7,200 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
and one equipment and supply distribution center in the contiguous United States
as well as dough manufacturing and distribution centers in Alaska, Hawaii,
Canada, the Netherlands and France. Over our 42-year history, we have developed
a simple, high-return business model focused on our core strength of delivering
high-quality pizza in a timely manner. This model includes a delivery-oriented
store design with low capital requirements, a focused menu of high-quality,
affordable pizza and complementary side items, highly committed owner-operator
franchisees and a vertically integrated supply distribution system. In fiscal
2002, system-wide sales generated by our stores increased 4.7% to nearly $4.0
billion, including over $2.9 billion domestically and over $1.0 billion
internationally. Our year-over-year domestic same store sales increase of 2.6%
outpaced both of our principal competitors for the second consecutive year,
while our international same store sales increased 4.1%, on a constant dollar
basis, over the prior year.
Our earnings are driven largely through sales by franchise stores, which
generate royalty payments and distribution sales. These earnings are
supplemented by earnings generated by our Company-owned stores. We operate our
business in three segments--domestic stores, domestic distribution and
international. The domestic stores segment, comprised of 577 Company-owned
stores and 4,271 franchise stores, generated revenues of $517.2 million,
earnings before interest, taxes, depreciation and amortization, as defined
("EBITDA") of $137.6 million and income from operations of $126.7 million during
fiscal 2002. Our domestic distribution segment, which distributes food,
equipment and supplies to all of our domestic Company-owned stores and
approximately 98% of our domestic franchise stores, generated revenues of $676.0
million, EBITDA of $50.0 million and income from operations of $43.2 million
during fiscal 2002. Our international segment, which oversees our 2,382 stores
outside the contiguous United States and also distributes food in a limited
number of these markets, generated revenues of $81.8 million, EBITDA of $25.9
million and income from operations of $25.1 million during fiscal 2002. On a
consolidated basis, we generated revenues of nearly $1.3 billion, EBITDA,
including $24.2 million of unallocated corporate and administrative costs, of
$189.3 million, income from operations of $156.2 million and net income of $60.7
million during fiscal 2002. Our revenues, EBITDA, income from operations and net
income during fiscal 2002 grew 1.3%, 16.7%, 23.1% and 64.9%, respectively, over
fiscal 2001.
Our History
We have been delivering high-quality 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 1995 we had expanded to
over 5,200 stores, including more than 1,000 international stores on six
continents.
In our 1998 recapitalization, an investor group led by investment funds
affiliated with Bain Capital, LLC acquired a 93% controlling economic interest
in our Company from Thomas S. 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. Continuing upon the strong
growth of our Company since its founding, during 2002 our worldwide store count
surpassed the 7,200 store level.
2
Throughout our history, we have continually responded to evolving consumer
demands. Our focused menu now includes three pizza crusts--Traditional
Hand-Tossed, Ultimate Deep Dish and Crunchy Thin Crust--and a variety of
complementary side items, including bread sticks and buffalo wings. We believe
we are a product and service innovator, as evidenced by our launch of the
patented Domino's HeatWave(R) hot bag in 1998 as well as the recent introduction
of several complementary side items, including Cinna Stix(R) and cheesy bread in
2001, Domino's Buffalo Chicken Kickers in 2002 and Domino's Dots(R) in 2003.
Recently, we began rolling out the new Domino's PULSE(TM) point-of-sale computer
system to our franchise and Company-owned stores. Domino's PULSE(TM) is now
installed in every Company-owned store in the United States. This new touch
screen technology is user friendly, and we believe it will reduce training time
and cost, while increasing the efficiency of customer service, delivery accuracy
and system-wide communications.
Industry Overview
Our business operates principally within the large, growing and fragmented
U.S. pizza delivery channel. This channel generated sales of approximately $12
billion in 2002. The U.S. pizza category, with sales of $33 billion in 2002, is
the second largest category within the $182 billion quick service restaurant, or
QSR, sector, which consists of restaurants that offer a relatively focused menu
of quickly prepared foods and beverages for consumption on- or off-premises.
The U.S. pizza delivery channel is among the fastest growing components of
the QSR sector. With a compound annual growth rate of approximately 4% between
1999 and 2002, pizza delivery has outpaced both the dine-in and the carry-out
pizza channels. The U.S. pizza delivery channel has grown significantly over the
past 10 years to 35% of the overall U.S. pizza category. We believe that this
growth is the result of long-lasting demographic and lifestyle trends that
include increasing numbers of dual career families, longer work weeks and
increased consumer emphasis on convenience. In addition, we believe that the
price and value proposition of delivered pizza allows for continued growth
through economic cycles.
We are the leader in the U.S. pizza delivery channel, with a 19.9% market
share. The U.S. pizza delivery channel is highly fragmented. We and our top two
competitors account for nearly 47% of the channel. The remaining 53% is
comprised predominantly of small chains and individual establishments, with no
single company having more than a 2% share of the channel, based on 2002 sales.
Like the U.S. pizza delivery channel, the international pizza delivery
channel is large and growing. In addition, this channel is relatively
underdeveloped and only Domino's and one other brand have a significant
multinational presence. Based upon our international presence and expansion
efforts to date, we believe that there are substantial opportunities for growth
in international markets.
Share and compound annual growth rate information included in this
industry overview has been provided by CREST(R), a service of NPD Foodworld(R),
a division of the NPD Group ("CREST"). Sales information relating to the QSR
sector, the U.S. pizza category and the U.S. pizza delivery channel represent
consumer reported spending provided by CREST.
Our Company's Strengths
We believe that our Company's strengths include the following:
Focused and Cost Efficient Store Operations
We have developed a simple, high-return business model driven by
capital-efficient sales volume. At the store level, we believe that the
simplicity and efficiency of our operations gives us significant advantages over
our competitors that do not focus principally on delivery. Our stores generally
do not offer dine-in service and thus typically do not require expensive
restaurant facilities. As a result, our stores are relatively small (1,000 to
1,300 square feet) and relatively inexpensive to build, furnish and maintain. In
addition, we offer a focused menu of pizza and complementary side items, which
simplifies and streamlines our production and delivery processes and maximizes
economies of scale on purchases of our principal ingredients. The combination of
this efficient store model and strong store sales volume has resulted in
superior store-level financial returns for the Company and makes Domino's an
attractive business opportunity for existing and prospective franchisees.
3
A substantial percentage of our earnings are generated by our highly
committed owner-operator franchisees through royalty payments and revenues to
our vertically integrated national supply distribution system. Because the
generation and collection of the royalty revenues has minimal corresponding
Company-level expenses and capital requirements associated with it, system-wide
sales by franchise stores yield strong profitability.
Leading Position with Strong Brand Awareness
Our nearly 20% share makes us the clear leader of the large and growing
U.S. pizza delivery channel. We believe that our globally recognized brand name
is synonymous with high-quality pizza delivered in a timely manner, and that
this leading position and brand strength results in cost and marketing
advantages.
Over the past five years, our domestic franchise and Company-owned stores
have invested an estimated $1.2 billion on national and local advertising in the
United States, and we continue to reinforce the strength of our brand name
recognition with extensive advertising through television, radio and print.
According to CREST, during 2002, we had a nearly 20% share of the $12
billion U.S. pizza delivery channel. Our domestic store delivery areas cover a
majority of all U.S. households. We believe that our leading position and scale
allow us to maintain and grow our reputation for timely delivery and to
effectively serve our customers' increased demand for convenience. In 2002, we
ranked second overall in customer service in the QSR sector according to the
American Customer Satisfaction Index, an independent survey conducted by the
University of Michigan and the National Quality Research Center. We have
improved our quality and customer service for four consecutive years, as
measured in this survey, reflecting our continued focus in these areas.
Outside the United States, we have significant share positions in the key
markets in which we compete, including, among other countries, Mexico, the
United Kingdom, Australia, Canada, South Korea and Japan.
Strong Franchise System and Relationships
Our highly committed franchise network is a critical component of our
system-wide success and our leading position in the U.S. pizza delivery channel.
We offer franchisees an attractive investment opportunity in a highly
recognizable brand that is uniquely positioned in this channel and offers strong
returns on investment. In return for this opportunity, we expect our franchisees
to uphold our rigorous quality standards and to invest in their stores and our
brand. We provide franchisees with operational, marketing and technological
support systems and services, performance incentives, innovative new products,
periodic re-imaging designs, and economies of scale achieved through our
collective purchasing power. 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, provide us with a continuing source of revenues and earnings, and
provide incentives for franchisees to work closely with us to reduce costs. We
believe our strong, mutually beneficial franchisee relationships are evidenced
by the approximately 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 payments.
Internationally, we have been able to attract well-financed franchisees
with business experience and local market knowledge using our master franchisee
model, which provides our international franchisees with exclusive rights to our
well-recognized brand name in their markets. Our international operations have
grown from 1,520 stores at year-end 1997 to 2,382 stores at year-end 2002.
Internal Distribution Supply System
In addition to generating significant revenues and earnings for our
business, we believe that our vertically integrated national distribution system
enhances the quality and consistency of our products, leverages economies of
scale to provide low cost supplies to our stores, and allows our store managers
to better focus on store operations and customer service.
4
We make approximately 640,000 full-service food deliveries per year to our
domestic stores, or an average of over two deliveries per store per week, with a
delivery accuracy rate of approximately 99%. All of our domestic Company-owned
and approximately 98% of our domestic franchise stores purchase all of their
food from our distribution system. 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. We ship a full range of products, including turnkey store
packages, on a daily basis.
By allowing us to control the sourcing of ingredients 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 and our delivery accuracy
allows our store managers to eliminate a significant component of the typical
back-of-store activities that many of our competitors must undertake. This
allows store managers to better focus their time and attention on store
operations and customer satisfaction.
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:
Adhere to Our Guiding Principles
We pride ourselves on being "Exceptional people on a mission to be the
best pizza delivery company in the world." We undertake this mission by focusing
on four guiding principles of our business that we have termed PeopleFirst,
Build the Brand, Maintain High Standards and Flawless Execution.
. PeopleFirst--Attract and retain high-quality team members with the
goals of reducing turnover and maintaining continuity in the
workforce. We plan to meet our objective through a combination of
performance-based compensation, learning and development programs and
employee ownership to promote our entrepreneurial spirit. In addition
to focusing on managers who impact the entire store, we intend to
address overall compensation, incentives, training and professional
development.
. Build the Brand--Strengthen and build upon our strong brand name to
solidify our position as the brand of first choice within the pizza
delivery channel. We plan to achieve this through product and process
innovation, aggressive promotional events and a strong brand message.
. Maintain High Standards--Elevate and maintain quality throughout the
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 internal
distribution supply chain 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
high-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.
Capitalize on Strong Industry Dynamics
The U.S. pizza delivery channel has been one of the fastest growing
components in the QSR sector. We believe this growth has been, and will continue
to be, driven by long-lasting demographic and lifestyle trends such as the
increasing numbers of dual career families, longer work weeks, and increased
consumer emphasis on convenience. Furthermore, the U.S. pizza delivery channel
remains highly fragmented, with small, local and regional establishments holding
over half of the channel share.
Leverage Our Strong Brand Awareness
We believe that the strength of our brand makes us one of the first
options consumers consider when seeking a convenient, high quality 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
highly recognizable advertising campaign, "Get the Door. It's Domino's(R).",
through national and local media. We also intend to leverage our strong brand
through the introduction of innovative, consumer-tested and profitable new pizza
varieties and complementary side items.
5
Expand and Optimize Domestic Store Base
We plan to continue expanding our base of domestic stores to take
advantage of the attractive growth opportunities as well as the fragmented
nature of the U.S. pizza delivery channel. We believe that our scale allows us
to expand our store base with limited incremental infrastructure costs. While we
plan to expand our domestic store base primarily through opening new franchise
stores, we will also continually evaluate our mix of Company-owned and franchise
stores and opportunistically refranchise Company-owned stores and acquire
franchise stores.
Increase Penetration of International Markets
We believe that pizza has global appeal and that there is strong
international acceptance of delivered pizza. We have successfully built a
leading international platform, as evidenced by our 2,382 stores outside the
contiguous United States. We believe that we have long-term growth opportunities
in countries where we have established a presence but where our market
penetration is currently relatively low. We also believe that expansion into
selected new international markets will be attractive to potential international
franchisees due to the strong store-level economics of our business model.
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
channels. We have been focused on pizza delivery for over 40 years. Because our
stores do not generally offer dine-in service, they typically do not require
expensive real estate, are relatively small, and are relatively inexpensive to
build, furnish and maintain. 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(TM) 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.
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, high-quality pizza for delivery. The store layout has
been refined over time to provide an efficient flow from order entry to
delivery. Our stores are primarily production facilities and, accordingly, do
not generally have a dine-in section.
6
Product and Process Innovations
Our 42 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 distribution system, a sturdier
corrugated pizza box and a mesh tray that helps cook pizza crust more evenly. We
have also added a number of complementary side items such as buffalo wings,
bread sticks, cheesy bread, Domino's Buffalo Chicken Kickers, Cinna Stix(R) and
Domino's Dots(R). The Domino's HeatWave(R) hot bag, which was introduced in
1998, keeps our pizza hot during delivery. Recently, we began rolling out the
new Domino's PULSE(TM) point-of-sale computer system to our franchise and
Company-owned stores. Domino's PULSE(TM) is now installed in every Company-owned
store in the United States. We believe this new, user-friendly touch screen
technology will reduce training time and cost, while increasing the efficiency
of customer service and system-wide communications.
Focused Menu
We maintain a focused menu that is designed to present an attractive,
high-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 stores carry two sizes
of Traditional Hand-Tossed, Ultimate Deep Dish and Crunchy Thin Crust pizza. The
typical store also offers buffalo wings, bread sticks, cheesy bread, Domino's
Buffalo Chicken Kickers, Cinna Stix(R), Domino's Dots(R) and Coca-Cola(R) 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 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(TM) 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 are in the process of deploying our next generation
point-of-sale store system that we refer to as Domino's PULSE(TM). Some enhanced
features of Domino's PULSE(TM) 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 enables 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.
Comprehensive Store Audit Program
We utilize a comprehensive store audit program to ensure that our domestic
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 domestic stores.
7
Segment Overview
We operate in three business segments:
. Domestic stores--Our domestic stores segment consists of domestic
Company-owned store operations, which operates our domestic network
of 577 Company-owned stores, and our domestic franchise operations,
which oversees our domestic network of 4,271 franchise stores;
. Domestic distribution--Our domestic distribution segment operates 18
regional dough manufacturing and food distribution centers and one
distribution center supplying equipment and supplies to our domestic
and international stores; and
. International--Our international segment oversees our network of
2,367 international franchise stores in more than 50 countries and
operates 15 Company-owned stores in the Netherlands. Our
international segment also distributes food to a limited number of
markets from eight dough manufacturing and distribution centers in
Alaska, Hawaii, Canada(4), the Netherlands and France.
Domestic Stores
During 2002, our domestic stores segment accounted for $517.2 million, or
41%, of our consolidated revenues. Our domestic franchises are operated by
entrepreneurs who own and operate an average of three stores. Only three of our
domestic franchisees operate more than 50 stores. Our principal sources of
revenues from domestic store operations are Company-owned store sales and
royalty payments based on franchise store sales. 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 forum for training new store
managers and prospective franchisees, and as a test site for new products and
promotions as well as store operational improvements. 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 operated more efficiently and profitably by franchisees. In
contrast, during the first fiscal quarter of 2002, we acquired 83 franchise
stores in Arizona where we believe there are significant growth opportunities,
and we believe that we can utilize our operational expertise to improve the
operation of these stores, resulting in higher profitability.
Domestic Distribution
During 2002, our domestic distribution segment accounted for $676.0
million, or 53%, 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 uniform,
high-quality pizza-related food products, complementary side items, and
equipment to all of our Company-owned stores and approximately 98% of our
domestic franchise stores. Each regional dough manufacturing and distribution
center serves an average of approximately 265 stores, generally located within a
one-day delivery radius. We regularly supply more than 4,700 stores with various
supplies and ingredients, of which nine product groups account for nearly 90% of
the volume. Our domestic distribution segment made an average of approximately
12,300 full service deliveries per week in 2002, or more than two deliveries per
store per week, and we produced over 340 million pounds of dough during the same
time period.
8
We believe that our 98% franchisee participation rate is particularly
impressive given the fact that our domestic franchisees have the option to
purchase products from approved alternate sources. 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 high-quality service we provide
our franchisees. 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 2002.
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 2002, international operations accounted for $81.8 million, or 6%,
of our consolidated revenues. We have more than 450 franchise stores in Mexico,
representing the largest presence of any QSR company in Mexico, more than 200
franchise stores in each of the United Kingdom, Australia and Canada and over
100 franchise stores in each of South Korea, Japan and Taiwan. The principal
sources of revenues from our international operations are sales of food to
franchisees in certain markets, royalty payments generated by sales from
franchise stores and, to a lesser extent, Company-owned store sales and fees
from master franchise agreements and store openings.
We have grown by more than 650 international stores since our 1998
recapitalization. While our stores are designed for the less capital-intensive
delivery and carry-out channels, 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 non-U.S. regions.
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 our stores, and our system's favorable
store economics. The following table shows our store count as of December 29,
2002 in our top ten international markets, which account for approximately 76%
of our international stores:
Market Number of Stores
------- ----------------
Mexico ................................... 455
United Kingdom ........................... 254
Australia ................................ 228
Canada ................................... 223
South Korea .............................. 194
Japan .................................... 160
Taiwan ................................... 103
India .................................... 81
Netherlands .............................. 54
France ................................... 47
Our Franchise Program
Our 1,339 domestic franchisees (as of December 29, 2002) are a vital part
of our continued growth and we believe our relationships with our franchisees
are good. 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 highly motivated entrepreneurs as franchisees.
As of December 29, 2002, the average domestic franchisee operated approximately
three stores and had been in our franchise system for approximately eight years.
At the same time, only three of our domestic franchisees operated more than 50
stores.
9
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. We believe these standards are unique to the franchise
industry and result in highly 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.
Franchisee Financing
We have offered a limited internal financing program to franchisees who
meet our standards for creditworthiness. At December 29, 2002, loans outstanding
to our domestic and international franchisees totaled $17.8 million.
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 franchisees 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.
10
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 twenty 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 sales, which varies
among international markets.
Domino's Image Campaign
We have implemented a relocation and re-imaging campaign aimed at
increasing store 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. At December 29, 2002,
approximately 76% of our domestic stores had been re-imaged or relocated as part
of our current campaign. We plan to continue to re-image and relocate our
domestic stores until each store meets our new image standards. We expect to be
significantly complete in relocating or re-imaging the remaining Company-owned
stores by the end of 2003.
Marketing Operations
We require domestic stores to contribute 3% of their sales to fund national
marketing and advertising campaigns. In addition to the required national
advertising contributions, we require stores to contribute a minimum of 1% of
their sales to local market level media campaigns. These funds are administered
by Domino's National Advertising Fund, Inc. (DNAF), a not-for-profit 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 local advertising contributions, domestic stores spend an
additional percentage of their sales 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(R)." Over the past five years, we estimate
that domestic stores have invested approximately $1.2 billion in system-wide
advertising at the national and local market levels.
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 over the past 15 years 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 on-site visits and store records to ensure
compliance with our standards. We believe that the length and quality of our
relationships with suppliers provides us with priority service and high-quality
products at competitive prices.
11
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. As a
result, we currently source cheese, chicken, meat toppings, and Crunchy Thin
Crust dough products each from a single supplier and all other dough
ingredients, boxes, and sauce from multiple suppliers. We continually evaluate
each supply category to determine the optimal sourcing strategy.
The Company has a long-term agreement with The Coca-Cola(R) Company making
Coca-Cola our exclusive beverage supplier within the contiguous United States.
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
franchisees. We do not employ any forward-price commodity purchasing contracts
and do not engage in hedging.
Competition
The U.S. pizza delivery channel is highly competitive. We compete against
regional and local companies as well as national chains, including Pizza Hut(R)
and Papa John's(R). 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 is 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.
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 ("Domino's Pizza"), 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.
12
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 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(R) and Domino's Pizza(R) marks, 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 2002, there
were no material capital expenditures for environmental control facilities and
no such material expenditures are anticipated in 2003.
Employees
As of December 29, 2002, we had approximately 13,800 employees in our
Company-owned stores, dough manufacturing and distribution centers and our World
Resource Center 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 December 29, 2002.
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
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.
Community Activities
We believe strongly in supporting the communities we serve. This is
evidenced by our strong support of the Domino's Pizza Partners Foundation
("Partners"). Partners 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. In 2002, our employees and franchisees contributed over
$700,000 to Partners' efforts and, since its inception, Partners has supplied
millions of dollars to team members in need.
Additionally, in July 2001, we began a long-term 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.
13
Insurance
We maintain insurance coverage for general liability, owned and non-owned
automobile liability, workers' compensation, employment practices liability,
director's and officer's liability, fiduciary, property (including leaseholds
and equipment, as well as business interruption), commercial crime, global risks
and other coverages in form and with such limits as we believe are customary for
a business of our size and type.
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. 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. 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.
Research and Development
We operate research and product development facilities at our World
Resource Center in Ann Arbor, Michigan. Company-sponsored research and
development costs, including DNAF activities, were approximately $3.3 million,
$2.8 million, and $2.1 million in 2000, 2001, and 2002, respectively.
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 25.
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 2000, 2001, or 2002.
Seasonal Operations
The Company's business is not typically seasonal.
Backlog Orders
The Company has no backlog orders as of December 29, 2002.
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 16 through 17, Item 7., pages 18 through 28 and Item 8.,
pages 30 through 55, respectively of this Form 10-K.
Item 2. Properties.
We lease approximately 190,000 square feet for our World Resource Center
and distribution facility located in Ann Arbor, Michigan under an operating
lease with Domino's Farms Office Park Limited Partnership (Domino's Farms), a
related party. The lease, as amended, expires in December 2013 and has two
five-year renewal options.
We own four domestic Company-owned stores and five distribution centers. We
also own and lease 13 stores to domestic franchisees. All other domestic
Company-owned stores are leased by us, typically with five-year leases with one
or two five-year renewal options. All other domestic distribution centers are
leased by us, typically with leases ranging between five and fifteen years with
one or two five-year renewal options. All other franchise stores are leased or
owned directly by the respective franchisees.
14
Item 3. Legal Proceedings.
We are 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, automobile and franchisee
claims arising in the ordinary course of business. We believe that these
matters, individually and in the aggregate, will not have a significant adverse
effect on our financial condition, and the established reserves adequately
provide for the estimated resolution of such claims.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
15
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
As of March 15, 2003, Domino's had 3,000 authorized shares of common stock,
par value $0.01 per share, of which 10 were issued and outstanding and held by
TISM, Inc., our parent company ("TISM"). There were no equity securities sold by
Domino's or TISM during the period covered by this report. There is no
established public trading market for Domino's or TISM's common stock. Domino's
ability to pay dividends is limited under the indenture related to the Senior
Subordinated Notes and under our senior credit facility agreement.
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 system-wide sales, store counts and same store
sales growth, have been derived from the audited consolidated financial
statements of Domino's, Inc. and subsidiaries. These historical data are not
necessarily indicative of results to be expected for any future period.
(In millions, except store data)
Income Statement Data: 1998(3) 1999(4) 2000 2001 2002
------- ------- ---- ---- ----
Revenues ............................................. $1,176.8 $1,156.6 $1,166.1 $1,258.3 $1,275.0
Income from operations ............................... 70.3 75.6 113.2 126.9 156.2
Interest expense, net ................................ 6.3 73.1 71.8 66.6 59.8
Income before provision (benefit) for income taxes ... 64.0 2.5 41.4 60.3 96.5
Provision (benefit) for income taxes (1) ............. (12.9) 0.4 16.2 23.5 35.8
Net income ........................................... 76.9 2.1 25.2 36.8 60.7
Other Financial Data:
EBITDA (2) ........................................... $ 95.0 $ 131.1 $ 147.3 $ 162.2 $ 189.3
Net cash provided by operating activities ............ 64.7 67.3 66.3 87.2 105.0
Net cash used in investing activities ................ 39.1 26.4 34.8 34.8 72.0
Net cash used in financing activities ................ 25.6 6.9 28.0 35.2 65.8
Capital expenditures ................................. 48.4 27.9 37.9 40.6 53.9
Balance Sheet Data:
Total assets ......................................... $ 388.2 $ 385.2 $ 382.4 $ 402.6 $ 394.2
Total debt ........................................... 728.1 717.6 686.1 654.7 602.0
Total stockholder's deficit .......................... (483.8) (479.0) (454.8) (424.9) (375.6)
The following table sets forth information related to our business
segments:
System-wide Sales: 1998(3) 1999 2000 2001 2002
------- ---- ---- ---- ----
Domestic stores ...................................... $2,506.0 $2,563.3 $2,647.2 $2,816.7 $2,926.7
International ........................................ 717.7 801.0 896.3 967.9 1,035.0
-------- -------- -------- -------- --------
Total .......................................... $3,223.7 $3,364.3 $3,543.5 $3,784.6 $3,961.7
======== ======== ======== ======== ========
Revenues:
Domestic Company-owned stores ........................ $ 409.4 $ 378.1 $ 378.0 $ 362.2 $ 376.5
Domestic franchise ................................... 112.3 116.7 120.6 134.2 140.7
-------- -------- -------- -------- --------
Domestic stores ................................ 521.7 494.8 498.6 496.4 517.2
Domestic distribution ................................ 599.1 603.4 604.1 691.9 676.0
International ........................................ 56.0 58.4 63.4 70.0 81.8
-------- -------- -------- -------- --------
Total .......................................... $1,176.8 $1,156.6 $1,166.1 $1,258.3 $1,275.0
======== ======== ======== ======== ========
16
Store Counts: 1998(3) 1999 2000 2001 2002
------- ---- ---- ---- ----
Domestic Company-owned stores ............... 642 656 626 519 577
Domestic franchise (5) ...................... 3,847 3,973 4,192 4,294 4,271
------- -------- -------- -------- --------
Domestic stores ...................... 4,489 4,629 4,818 4,813 4,848
International ............................... 1,730 1,930 2,159 2,259 2,382
------- -------- -------- -------- --------
Total ................................ 6,219 6,559 6,977 7,072 7,230
======= ======== ======== ======== ========
Same Store Sales Growth (6):
Domestic Company-owned stores ............... 4.0% 1.7% (0.9)% 7.3% 0.0%
Domestic franchise .......................... 4.6 2.9 0.1 3.6 3.0
------- -------- -------- -------- --------
Domestic stores ....................... 4.5% 2.8% 0.0% 4.0% 2.6%
======= ======== ======== ======== ========
International ............................... 3.4% 3.6% 3.7% 6.4% 4.1%
(1) On December 30, 1996, we elected to be an "S" corporation for federal
income tax purposes. We reverted to "C" corporation status effective
December 21, 1998. On a pro forma basis, had we been a "C" corporation
throughout this period, income tax expense would have been higher by the
following amount (unaudited): fiscal year 1998--$36.8 million.
(2) EBITDA represents earnings before interest, taxes, depreciation,
amortization, gain (loss) on sale/disposal of assets and other, gain (loss)
on debt extinguishments and, in 1999, the legal settlement expense
indemnified by a TISM stockholder. EBITDA information is provided as we use
it extensively in internal management reporting to evaluate our business
segments, we believe it assists the investing community in evaluating our
Company, and it is an important measure in our debt agreements. EBITDA
should not be considered as an alternative to cash flows provided by
operating activities as a measure of liquidity, as an alternative to income
from operations or net income as a measure of our financial performance or
as an alternative to any other measure of performance in accordance with
accounting principles generally accepted in the United States of America.
The following table sets forth a reconciliation of income from operations to
EBITDA:
1998(3) 1999(4) 2000 2001 2002
------- ------- ---- ---- ----
Income from operations .......................................... $70.3 $ 75.6 $113.2 $126.9 $156.2
Depreciation and amortization ................................... 23.1 51.8 33.6 33.1 28.3
Legal settlement expense indemnified by a TISM stockholder ...... - 4.0 - - -
Losses (gains) on sale/disposal of assets and other ............. 1.6 (0.3) 1.3 2.0 2.9
Loss (gain) on debt extinguishments ............................. - - (0.9) 0.2 1.8
------- ------ ------ ------ ------
EBITDA .......................................................... $95.0 $131.1 $147.3 $162.2 $189.3
======= ====== ====== ====== ======
(3) The 1998 fiscal year is comprised of 53 weeks, while the other fiscal years
presented are comprised of 52 weeks. In 1998, we incurred significant debt
as part of TISM's 1998 recapitalization. We distributed significantly all
of the proceeds from the issuance of debt to TISM resulting in a
significant charge to stockholder's equity. We also recorded significant
long-term assets as part of the recapitalization including deferred tax
assets, deferred financing costs and a covenant not-to-compete.
(4) In 1999, we recognized $7.6 million in restructuring charges comprised
primarily of staff reduction costs.
(5) Includes a 51 store reduction in the 2001 ending store count as a result of
our revised definition of a store. During the fourth quarter of 2001, we
reviewed our store definition and decided to exclude from our total store
count any retail location that was open less than 52 weeks and had annual
sales of less than $100,000. Although these stores are no longer included
in our store count, revenues and profits generated from these stores are
recognized in our operating results. The 1998, 1999 and 2000 store count
information has not been adjusted to reflect this change in store count
methodology.
(6) Same store sales growth is calculated on a weekly basis including only
sales from stores that also had sales in the same week 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, on a constant dollar basis.
17
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Overview
Our revenues are driven primarily by system-wide sales, which generate
royalty payments by our franchisees, revenues from our Company-owned stores and
revenues to our distribution business. The following table sets forth our
system-wide sales for the 2000, 2001 and 2002 fiscal years (dollars in
millions).
System-wide Sales: 2000 2001 2002
---- ---- ----
Domestic Company-owned stores ....... $ 378.0 10.7% $ 362.2 9.6% $ 376.5 9.5%
Domestic franchise .................. 2,269.2 64.0 2,454.5 64.8 2,550.2 64.4
International ....................... 896.3 25.3 967.9 25.6 1,035.0 26.1
-------- ----- -------- ----- -------- -----
Total system-wide sales ........ $3,543.5 100.0% $3,784.6 100.0% $3,961.7 100.0%
======== ===== ======== ===== ======== =====
We derive our revenues principally from sales at Company-owned stores,
royalty revenues from our franchise stores and sales of food and supplies to
franchise stores by our distribution business. The following table sets forth
our revenues for the 2000, 2001 and 2002 fiscal years (dollars in millions).
Revenues: 2000 2001 2002
---- ---- ----
Domestic Company-owned stores ....... $ 378.0 32.4% $ 362.2 28.8% $ 376.5 29.5%
Domestic franchise .................. 120.6 10.4 134.2 10.7 140.7 11.1
Domestic distribution ............... 604.1 51.8 691.9 55.0 676.0 53.0
International ....................... 63.4 5.4 70.0 5.5 81.8 6.4
-------- ----- -------- ----- -------- -----
Total revenues ................. $1,166.1 100.0% $1,258.3 100.0% $1,275.0 100.0%
======== ===== ======== ===== ======== =====
Critical Accounting Policies
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, uncollectible
receivables, long-lived 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 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.
18
. Long-lived Assets--We generally 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/or 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 including industry
practice. We review long-lived assets for impairment when events or
circumstances indicate that the related amounts might be impaired.
We evaluate goodwill for impairment on an annual basis by comparing
the fair value of our reporting units to their carrying values.
Substantially all of our goodwill relates to our Company-owned stores
in our domestic stores segment. The fair value of our stores
significantly exceeds the recorded carrying value. Given the current
and expected future performance of our domestic stores, we do not
anticipate a material goodwill impairment to be recorded in the near
term.
. 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.
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.
Results of Operations
The following tables set forth income statement data expressed in dollars
and as a percentage of revenues for the periods indicated (dollars in millions):
Income Statement Data: 2000 2001 2002
---- ---- ----
Revenues ........................................................ $1,166.1 $1,258.3 $1,275.0
Cost of sales ................................................... 862.2 937.9 939.0
General and administrative ...................................... 190.7 193.5 179.8
-------- -------- --------
Income from operations .......................................... 113.2 126.9 156.2
Interest expense, net ........................................... 71.8 66.6 59.8
-------- -------- --------
Income before provision for income taxes ........................ 41.4 60.3 96.5
Provision for income taxes ...................................... 16.2 23.5 35.8
-------- -------- --------
Net income ...................................................... $ 25.2 $ 36.8 $ 60.7
======== ======== ========
Income Statement Data: 2000 2001 2002
---- ---- ----
Revenues ........................................................ 100.0% 100.0% 100.0%
Cost of sales ................................................... 73.9 74.5 73.6
General and administrative ...................................... 16.4 15.4 14.1
-------- -------- --------
Income from operations .......................................... 9.7 10.1 12.3
Interest expense, net ........................................... 6.2 5.3 4.7
-------- -------- --------
Income before provision for income taxes ........................ 3.5 4.8 7.6
Provision for income taxes ...................................... 1.4 1.9 2.8
-------- -------- --------
Net income ...................................................... 2.2% 2.9% 4.8%
======== ======== ========
19
Store Growth Activity
The following is a summary of the Company's store growth activity for
fiscal 2002:
Beginning End of
of Period Opened Closed Transfers Period
--------- ------ ------ --------- ------
Domestic Company-owned stores ........ 519 5 (16) 69 577
Domestic franchise ................... 4,294 140 (94) (69) 4,271
----- ---- ---- ---- -----
Domestic stores ................ 4,813 145 (110) - 4,848
International ........................ 2,259 220 (97) - 2,382
----- ---- ---- ---- -----
Total .......................... 7,072 365 (207) - 7,230
===== ==== ==== ==== =====
2002 Compared to 2001
(tabular amounts in millions, except percentages)
Revenues
Revenues include retail sales by Company-owned stores, royalties and fees
from domestic and international franchise stores, and sales of food, equipment
and supplies by our distribution centers to domestic franchise and certain
international stores.
Consolidated revenues rose slightly in 2002 to $1.27 billion. This increase
in revenues was due primarily to increases in revenues from domestic stores and
international operations, offset in part by a decrease in revenues from domestic
distribution operations. This increase in revenues is more fully described
below.
Domestic Stores
Domestic stores is comprised of domestic Company-owned store operations and
domestic franchise store operations, as summarized in the following table:
Domestic Stores 2001 2002
--------------- ---- ----
Domestic Company-owned stores .......... $362.2 73.0% $376.5 72.8%
Domestic franchise ..................... 134.2 27.0 140.7 27.2
------ ----- ------ -----
Total domestic stores revenues ......... $496.4 100.0% $517.2 100.0%
====== ===== ====== =====
Domestic stores revenues increased $20.8 million or 4.2% to $517.2 million
in 2002, from $496.4 million in 2001. This increase was due primarily to
increases in system-wide sales at both our franchise and Company-owned stores.
This increase is more fully described below.
Domestic Company-Owned Stores
Revenues from domestic Company-owned store operations increased $14.3
million or 4.0% to $376.5 million in 2002, from $362.2 million in 2001. This
increase was due primarily to an increase in the average number of domestic
Company-owned stores open during 2002. There were 519 and 577 domestic
Company-owned stores in operation as of December 30, 2001 and December 29, 2002,
respectively. This increase was due primarily to the purchase of 83 stores from
our former franchisee in Arizona. Same store sales for domestic Company-owned
stores were flat in 2002 compared to 2001.
Domestic Franchise
Revenues from domestic franchise operations increased $6.5 million or 4.8%
to $140.7 million in 2002, from $134.2 million in 2001. This increase was due
primarily to an increase in same store sales offset in part by a decrease in the
average number of domestic franchise stores open during 2002. Same store sales
for domestic franchise stores increased 3.0% in 2002 compared to 2001. There
were 4,294 and 4,271 domestic franchise stores in operation as of December 30,
2001 and December 29, 2002, respectively. This decrease in store count was due
primarily to the aforementioned sale of 83 domestic franchise stores in Arizona
offset in part by net new store openings.
20
Domestic Distribution
Revenues from domestic distribution operations decreased $15.9 million or
2.3% to $676.0 million in 2002, from $691.9 million in 2001. This decrease was
due primarily to a market decrease in overall food prices, primarily cheese, and
a decrease in the average number of domestic franchise stores open in 2002,
offset in part by an increase in volumes relating to increases in domestic
franchise same store sales.
International
Revenues from international operations increased $11.8 million or 16.8% to
$81.8 million in 2002, from $70.0 million in 2001. This increase was due
primarily to the acquisition of the Netherlands franchise operations, which
includes 39 franchise stores, 15 Company-owned stores and a distribution center,
in the fourth quarter of 2001 ($7.1 million year over year impact on revenues),
as well as increases in same store sales and the average number of international
stores open during 2002. On a constant dollar basis, same store sales increased
4.1% in 2002 compared to 2001. On a historical dollar basis, same store sales
increased 3.2% in 2002 compared to 2001, reflecting a generally stronger U.S.
dollar in those markets that we compete. There were 2,259 and 2,382
international stores in operation as of December 30, 2001 and December 29, 2002,
respectively.
Cost of Sales / Operating Margin
The consolidated operating margin, which we define as revenues less cost
of sales, increased $15.6 million or 4.9% to $336.0 million in 2002, from $320.4
million in 2001, as summarized in the following table.
2001 2002
---- ----
Revenues ...................... $1,258.3 100.0% $1,275.0 100.0%
Cost of sales ................. 937.9 74.5 939.0 73.6
-------- ----- -------- -----
Operating margin .............. $ 320.4 25.5% $ 336.0 26.4%
======== ===== ======== =====
Consolidated cost of sales is comprised primarily of Company-owned store
and domestic distribution costs incurred to generate revenues. Components of
consolidated cost of sales primarily include food, labor and occupancy costs.
Consolidated cost of sales increased $1.1 million or 0.1% to $939.0
million in 2002, from $937.9 million in 2001. This increase in consolidated cost
of sales was driven primarily by cost of sales changes at domestic Company-owned
stores and domestic distribution, as more fully described below.
Domestic Company-Owned Stores
The domestic Company-owned store operating margin increased $2.7 million
or 3.3% to $84.1 million in 2002, from $81.4 million in 2001, as summarized in
the following table.
Domestic Company-Owned Stores 2001 2002
----------------------------- ---- ----
Revenues ...................... $ 362.2 100.0% $ 376.5 100.0%
Cost of sales ................. 280.8 77.5 292.4 77.6
-------- ----- -------- -----
Store operating margin ........ $ 81.4 22.5% $ 84.1 22.4%
======== ===== ======== =====
Cost of sales increased slightly as a percentage of store revenues in 2002
compared to 2001 primarily due to increases in labor, insurance, and occupancy
costs offset in part by a decrease in food costs. As a percentage of store
revenues, labor costs increased 0.4% to 30.2% in 2002, from 29.8% in 2001,
reflecting increased average wage rates at our stores. As a percentage of store
revenues, insurance costs increased 1.0% to 4.4% in 2002, from 3.4% in 2001.
This increase in insurance costs was driven primarily by the increased cost of
workers' compensation and automobile liability premiums. As a percentage of
store revenues, occupancy costs, which include rent, telephone, utilities and
other related costs, increased 0.2% to 9.7% in 2002, from 9.5% in 2001. This
increase in occupancy costs was due primarily to increases in rents.
These increases in cost of sales were offset in part by a decrease in food
costs as a percentage of store revenues. Food costs decreased 1.7% to 26.2% in
2002, from 27.9% in 2001 due primarily to lower cheese prices during 2002 as
compared to 2001. The cheese block price per pound averaged $1.19 in 2002
compared to $1.43 in 2001.
21
Domestic Distribution
The domestic distribution operating margin increased $4.7 million or 6.6%
to $75.7 million in 2002, from $71.0 million in 2001, as summarized in the
following table.
Domestic Distribution 2001 2002
--------------------- ---- ----
Revenues ....................... $ 691.9 100.0% $ 676.0 100.0%
Cost of sales .................. 620.9 89.7 600.3 88.8
-------- ----- -------- -----
Distribution operating margin .. $ 71.0 10.3% $ 75.7 11.2%
======== ===== ======== =====
Cost of sales as a percentage of distribution revenues was positively
impacted by increases in volumes and efficiencies in the areas of operations and
purchasing as well as reductions in certain commodity prices, specifically
cheese. Reductions in certain commodity prices has a positive effect on cost of
sales as a percentage of revenues due to the fixed dollar margin earned by
domestic distribution on certain food items, including cheese. Had cheese prices
remained constant with fiscal 2001 levels, distribution operating margin would
have decreased to approximately 10.6% of distribution revenues, or 0.6% less
than the reported amounts.
These decreases in cost of sales were offset in part by increases in
insurance costs. The increases in insurance costs were driven by the increased
cost of workers' compensation and automobile liability premiums.
General and Administrative Expenses
General and administrative expenses decreased $13.7 million or 7.1% to
$179.8 million in 2002, from $193.5 million in 2001. As a percentage of total
revenues, general and administrative expenses decreased 1.3% to 14.1% in 2002,
from 15.4% in 2001. This improvement in general and administrative expenses as a
percentage of revenues was due in part to management's continued focus on
controlling overhead costs, and improved collections, as well as the following:
. The absence of covenant not-to-compete amortization expense in 2002
relating to our covenant with our former majority stockholder ($5.3
million in 2001);
. The reversal in 2002 of a $2.5 million reserve originally recorded in
2001 relating to an international contingent liability which was
favorably resolved in 2002, as well as a related $1.4 million reserve
for doubtful accounts receivable originally recorded in 2000 and 2001
which was reversed upon collection of the receivable in 2002 ($7.2
million year over year impact); and
. The absence of goodwill expense in 2002 relating to our adoption of
SFAS No. 142 ($2.0 million in 2001).
These decreases in general and administrative expenses in 2002 were offset
in part by a $1.0 million net increase in loss on the sale/disposal of assets,
which includes approximately $5.3 million of certain capitalized software costs
that were expensed in 2002.
Interest Expense
Interest expense decreased $8.1 million or 13.4% to $60.3 million in 2002,
from $68.4 million in 2001. This decrease was due primarily to a decrease in
variable interest rates and interest rate margins on our senior credit facility
and reduced debt levels. The Company repaid approximately $52.7 million of debt
in 2002. This decrease in interest expense was offset in part by a $4.5 million
write-off of financing fees related to the Company's refinancing of its senior
credit facility.
Provision for Income Taxes
Provision for income taxes increased $12.3 million to $35.8 million in
2002, from $23.5 million in 2001. This increase was due primarily to an increase
in pre-tax income.
22
2001 Compared to 2000
(tabular amounts in millions, except percentages)
Revenues
Consolidated revenues increased $92.2 million or 7.9% to $1.26 billion in
2001, from $1.17 billion in 2000. This increase in consolidated revenues was due
primarily to increases in revenues from domestic distribution operations. This
increase in revenues is more fully described below.
Domestic Stores
Domestic Stores 2000 2001
--------------- ---- ----
Domestic Company-owned stores ................. $378.0 75.8% $362.2 73.0%
Domestic franchise ............................ 120.6 24.2 134.2 27.0
------ ----- ------ -----
Total domestic stores revenues ................ $498.6 100.0% $496.4 100.0%
====== ===== ====== =====
The domestic stores revenues decreased $2.2 million or 0.4% to $496.4
million in 2001, from $498.6 million in 2000. This decrease was due primarily to
decreases in revenues from Company-owned stores as a result of strategic store
sales, offset in part by increases in system-wide sales at our franchise stores.
This decrease is more fully described below.
Domestic Company-Owned Stores
Revenues from domestic Company-owned store operations decreased $15.8
million or 4.2% to $362.2 million in 2001, from $378.0 million in 2000. This
decrease was due primarily to a decrease in the average number of domestic
Company-owned stores open during 2001. There were 626 and 519 domestic
Company-owned stores in operation as of December 31, 2000 and December 30, 2001,
respectively. This decrease was due primarily to the strategic sales of 95
domestic Company-owned stores to franchisees during 2001. This decrease was
offset in part by an increase in same store sales at Company-owned stores of
7.3% in 2001 compared to 2000.
Domestic Franchise
Revenues from domestic franchise operations increased $13.6 million or
11.3% to $134.2 million in 2001, from $120.6 million in 2000. This increase was
due primarily to increases in same store sales and the average number of
domestic franchise stores open during 2001. Same store sales for domestic
franchise stores increased 3.6% in 2001 compared to 2000. There were 4,192 and
4,294 domestic franchise stores in operation as of December 31, 2000 and
December 30, 2001, respectively. This increase in store count was due primarily
to a 153 net increase in domestic franchise store openings, including the
aforementioned transfer of 95 Company-owned stores that were sold to franchisees
during 2001. This increase was offset in part by the results of the Company's
review of its store definition in 2001. Based on this review, the Company
decided to exclude from its store count any retail location that was open less
than 52 weeks and had annual sales of less than $100,000. As a result of this
change, the Company reduced its domestic franchise store counts by 51 units.
Although these units are no longer included in the Company's store counts,
revenues and profits generated from these units continue to be recognized in the
Company's operating results.
Domestic Distribution
Revenues from domestic distribution operations increased $87.8 million or
14.5% to $691.9 million in 2001, from $604.1 million in 2000. This increase was
due primarily to a market increase in overall food prices, primarily cheese
prices, as well as an increase in volumes relating to increases in domestic
franchise store sales.
International
Revenues from international operations increased $6.6 million or 10.4% to
$70.0 million in 2001, from $63.4 million in 2000. This increase was due
primarily to an increase in same store sales and an increase in the average
number of international stores open during 2001. On a constant dollar basis,
same store sales increased 6.4% in 2001 compared to 2000. On a historical dollar
basis, same store sales increased 0.7% in 2001 compared to 2000, reflecting a
generally stronger U.S. dollar in those markets that we compete. There were
2,159 and 2,259 international stores in operation as of December 31, 2000 and
December 30, 2001, respectively.
23
Cost of Sales / Operating Margin
The consolidated operating margin increased $16.5 million or 5.4% to $320.4
million in 2001, from $303.9 million in 2000, as summarized in the following
table.
2000 2001
---- ----
Revenues .................. $1,166.1 100.0% $1,258.3 100.0%
Cost of sales ............. 862.2 73.9 937.9 74.5
-------- ----- -------- -----
Operating margin .......... $ 303.9 26.1% $ 320.4 25.5%
======== ===== ======== =====
Consolidated cost of sales increased $75.7 million or 8.8% to $937.9
million in 2001, from $862.2 million in 2000. This increase in consolidated cost
of sales was driven primarily by cost of sales changes at domestic Company-owned
stores and domestic distribution, as more fully described below.
Domestic Company-Owned Stores
The domestic Company-owned store operating margin decreased $7.2 million or
8.1% to $81.4 million in 2001, from $88.6 million in 2000, as summarized in the
following table.
Domestic Company-Owned Stores 2000 2001
----------------------------- ---- ----
Revenues .................. $ 378.0 100.0% $ 362.2 100.0%
Cost of sales ............. 289.4 76.6 280.8 77.5
-------- ----- -------- -----
Store operating margin .... $ 88.6 23.4% $ 81.4 22.5%
======== ===== ======== =====
Cost of sales increased as a percentage of store revenues in 2001 compared
to 2000 primarily due to rising food and occupancy costs offset in part by a
decrease in labor costs. As a percentage of store revenues, food costs increased
1.8% to 27.9% in 2001, from 26.1% in 2000. Company-owned stores were negatively
impacted primarily by higher cheese prices during 2001 as compared to 2000. The
cheese block price per pound averaged $1.43 in 2001 compared to $1.15 in 2000.
As a percentage of store revenues, occupancy costs increased 0.4% to 9.5% in
2001, from 9.1% in 2000. This increase in occupancy costs was due primarily to
increases in energy costs in 2001.
These increases in cost of sales were offset in part by a decrease in labor
costs as a percentage of revenues. As a percentage of store revenues, labor
costs decreased 0.7% to 29.8% in 2001, from 30.5% in 2000. This decrease was due
to an increase in existing same store sales and the strategic sales of
Company-owned stores to franchisees offset in part by an increase in the average
wage rates at the stores.
Domestic Distribution
The Company's domestic distribution operating margin increased $7.2 million
or 11.3% to $71.0 million in 2001, from $63.8 million in 2000, as summarized in
the following table.
Domestic Distribution 2000 2001
--------------------- ---- ----
Revenues .................................... $604.1 100.0% $691.9 100.0%
Cost of sales ............................... 540.3 89.4 620.9 89.7
------ ----- ------ -----
Distribution operating margin ............... $ 63.8 10.6% $ 71.0 10.3%
====== ===== ====== =====
Cost of sales as a percentage of distribution revenues was negatively
impacted by increases in certain commodity prices, specifically cheese, offset
by increases in volumes and efficiencies in the areas of operations and
purchasing. Increases in commodity prices has a negative impact on operating
margins as a percentage of revenues due to the fixed dollar margin earned by
domestic distribution on certain food items, including cheese. Had cheese prices
remained constant with fiscal 2000 levels, distribution operating margin would
have increased to approximately 10.9% of revenues, or 0.6% greater than the
reported amounts.
General and Administrative Expenses
General and administrative expenses increased $2.8 million or 1.5% to
$193.5 million in 2001, from $190.7 million in 2000. As a percentage of total
revenues, general and administrative expenses decreased 1.0% to 15.4% in 2001,
from 16.4% in 2000.
24
This increase in general and administrative expenses was due primarily to
an increase in labor costs and a $2.5 million reserve recorded in 2001 relating
to an international contingent liability. These increases were offset in part by
a decrease in covenant not-to-compete amortization expense and a decrease in
store costs as a result of domestic Company-owned store divestitures. Covenant
not-to-compete amortization expense, primarily relating to our covenant with our
former majority stockholder, decreased $5.7 million to $5.5 million in 2001,
from $11.2 million in 2000.
Interest Expense
Interest expense decreased $7.4 million or 9.8% to $68.4 million in 2001,
from $75.8 million in 2000. This decrease was due primarily to a decrease in
variable interest rates on our senior credit facility and reduced debt levels.
The Company repaid approximately $40.6 million of debt in 2001.
Provision for Income Taxes
Provision for income taxes increased $7.3 million to $23.5 million in 2001,
from $16.2 million in 2000. This increase was due primarily to an increase in
pre-tax income.
Liquidity and Capital Resources
We had negative working capital of $10.3 million and cash and cash
equivalents of $22.5 million at December 29, 2002. 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. In addition,
our sales are not typically seasonal, which further limits our working capital
requirements. Our primary sources of liquidity are cash flows from operations
and availability of borrowings under our revolving credit facility. We expect to
fund planned capital expenditures and debt repayments from these sources.
As of December 29, 2002, we had $602.0 million of long-term debt, of which
$2.8 million was classified as a current liability. There were no borrowings
under our $100 million revolving credit facility. Letters of credit issued under
the revolving credit facility were $17.9 million. 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 $105.0 million and $87.2 million
in 2002 and 2001, respectively. The $17.8 million increase was due primarily to
a $23.9 million increase in net income, an $8.2 million increase in provision
for deferred income taxes and a $3.9 million increase in amortization of
deferred financing costs. These increases were offset in part by a $10.9 million
net change in operating assets and liabilities, a $4.8 million decrease in
depreciation and amortization and a $3.4 million decrease in provision for
losses on accounts and notes receivable.
Cash used in investing activities was $72.0 million and $34.8 in 2002 and
2001, respectively. The $37.2 million increase was due primarily to a $20.8
million increase in acquisitions of franchise operations and a $13.3 million
increase in capital expenditures. The increase in acquisitions of franchise
operations was due primarily to the Company's purchase of 83 domestic franchise
stores in Arizona during the first quarter of 2002.
Cash used in financing activities was $65.8 million and $35.2 million in
2002 and 2001, respectively. The $30.6 million increase was due primarily to a
$20.4 million increase in net repayments of long-term debt, a $7.0 million
increase in distributions to TISM and a $3.6 million increase in cash paid for
financing costs.
On July 29, 2002, we entered into a senior credit facility with a
consortium of banks. The senior credit facility consists of a $365 million term
loan expiring in June 2008 and a $100 million revolving credit facility expiring
in June 2007. Our previous senior credit facility was paid in full and canceled
upon consummation of this senior credit facility. The senior credit facility
requires amortization of the term loan of $3.65 million per year during the
first five years of the agreement and $346.75 million in the final year of the
agreement, payable in equal quarterly installments. The senior credit facility
contains customary financial and non-financial covenants and is guaranteed by
TISM and each of our material domestic subsidiaries. The senior credit facility
is secured by a first priority lien on substantially all of the assets of the
Company. Borrowings under the senior credit facility bear interest at Eurodollar
plus an applicable margin not to exceed 250 basis points or a base rate plus an
applicable margin not to exceed 150 basis points.
25
Based upon the current level of operations and anticipated growth, we
believe that the cash generated from operations and amounts available under the
revolving credit facility will be adequate to meet our anticipated debt service
requirements, capital expenditures and working capital needs for the next
several years. There can be no assurance, however, that our business will
generate sufficient cash flows from operations or that future borrowings will be
available under the senior credit facility or otherwise to enable us to service
our indebtedness, including the senior credit facility and the 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 credit
facility will be subject to future economic conditions and to financial,
business and other factors, many of which are beyond our control. Additionally,
the Company may be requested to provide funds to TISM for stock dividends,
distributions and/or other cash needs of TISM.
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 2000, 2001, or 2002. 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
We adopted Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangibles", effective December 31, 2001 and, accordingly,
ceased amortizing goodwill. In addition, we performed the required transition
impairment test and determined that no impairment adjustment was required as of
the date of adoption. We also performed the annual impairment test at
December 29, 2002 and determined that no impairment adjustment was required.
SFAS No. 142 requires prospective application and does not permit restatement of
prior period financial statements. Had this Statement been applied in prior
years, net income would have been approximately $26.7 million and $38.1 million
in 2000 and 2001, respectively.
In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13 and Technical Corrections", which, among other things,
eliminates the requirement to report certain extinguishment of debt as
extraordinary items. As a result, gains and losses from extinguishment of debt
should be classified as extraordinary items only if they meet the criteria of
Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations
- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." We
adopted SFAS No. 145 effective December 31, 2001. Accordingly, the gain on
extinguishment of debt of approximately $181,000 (net of tax provision of
approximately $111,000) in 2000 and loss of approximately $327,000 (net of tax
benefit of approximately $207,000) in 2001 have been reclassified in accordance
with this Statement.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 clarifies the
requirements of SFAS No. 5 "Accounting for Contingencies", relating to a
guarantor's accounting for, and disclosure of, the issuance of certain types of
guarantees. The interpretation's guidance is required to be followed beginning
in fiscal 2003 and is not expected to have a material effect on the Company's
results of operations or financial condition.
Contractual Obligations
The following is a summary of our significant contractual obligations at
December 29, 2002: (in millions)
Obligation 2003 2004 2005 2006 2007 Thereafter Total
---------- ---- ---- ---- ---- ---- ---------- -----
Long-term debt ....................................... $ 2.8 $ 4.6 $ 3.7 $ 3.7 $ 88.5 $ 498.7 $ 602.0
Operating leases (1) ................................. 32.3 22.5 23.5 18.6 15.2 65.7 177.7
(1) We lease retail store and distribution center locations, distribution
vehicles, various equipment and our World Resource Center, which is our
corporate headquarters, under operating leases with expiration dates
through 2018.
26
As part of TISM's 1998 recapitalization, we and our subsidiaries entered
into a management agreement with an affiliate of one of TISM's stockholders to
provide specified management services. We are 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.
We are contingently liable to pay our former majority TISM stockholder and
his wife an amount not exceeding approximately $15 million under a note payable,
plus 8% interest per annum beginning in 2003, in the event the majority of TISM
stockholders sell a specified percentage of their common stock to an
unaffiliated party. Separately, 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 December 29, 2002, there was $238.4
million in aggregate principal amount of senior subordinated notes outstanding.
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. We do not undertake to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
FORWARD LOOKING STATEMENTS
The matters discussed in this Form 10-K, as well as in future oral and
written statements by our management, 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 stakeholders. However, there may be 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.
27
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 grow and 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 settlements
.. Changes in consumer taste, demographic trends and traffic patterns
.. Our ability to sustain or increase historical revenues and profit margins
.. Continuation of certain trends and general economic conditions in the
industry
.. 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.
28
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 commodity prices and as a result, we are subject
to volatility in our food costs. Management actively monitors this exposure.
However, we do not enter into financial instruments to hedge commodity prices.
The cheese block price per pound averaged $1.19 in 2002. The estimated increase
in Company-owned store food costs from a hypothetical $0.20 adverse change in
the average cheese block price per pound would have been approximately $3.5
million in 2002.
Financial Derivatives
We enter into interest rate swaps, collars or similar instruments with the
objective of reducing our volatility in borrowing costs.
We have entered into an interest rate collar agreement and four interest
rate swap agreements to effectively convert the variable Eurodollar component of
the effective interest rate on a portion of our term debt under our senior
credit facility to various fixed rates over various terms. These agreements are
summarized as follows:
Total
Notional
Derivative Amount Term Rate
------------------------- --------------- ----------------------------------------- -------------------
Interest Rate Collar $70.0 million June 2001 - June 2003 3.86%-Floor
6.00%-Ceiling
Interest Rate Swap $70.0 million June 2001 - June 2004 4.90%
Interest Rate Swap $35.0 million September 2001 - September 2003 3.645%
Interest Rate Swap $35.0 million September 2001 - September 2004 3.69%
Interest Rate Swap $75.0 million August 2002 - June 2005 3.25%
Interest Rate Risk
Our variable interest expense is sensitive to changes in the general level
of interest rates. As of December 29, 2002, a portion of our debt is borrowed at
Eurodollar rates plus a margin rate of 2.5%. At December 29, 2002, the weighted
average interest rate on our $78.6 million of variable interest debt was
approximately 4.3%.
We had total interest expense of approximately $60.3 million in 2002. The
estimated increase in interest expense from a hypothetical 200 basis point
adverse change in applicable variable interest rates would have been
approximately $2.5 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 6.4% of our
revenues in 2002 were derived from sales to customers and royalties from
franchisees outside the contiguous United States. This business is conducted in
the local currency. We anticipate that revenues from operations outside the
United States will continue to grow as a percentage of our total revenues. This
exposes us to risks associated with changes in foreign currency that can
adversely affect revenues, net income and cash flows.
29
Item 8. Financial Statements and Supplementary Data.
Report of Independent Accountants
To Domino's, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of comprehensive income, of stockholder's
deficit and of cash flows present fairly, in all material respects, the
financial position of Domino's, Inc. and its subsidiaries (the "Company") at
December 30, 2001 and December 29, 2002, and the results of their operations and
their cash flows for each of the three years in the period ended December 29,
2002 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 auditing standards generally accepted in the
United States of America, which 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.
As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for goodwill in 2002.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 3, 2003
30
DOMINO'S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 30, December 29,
ASSETS 2001 2002
------ -------------- --------------
CURRENT ASSETS:
Cash and cash equivalents $ 55,147 $ 22,472
Accounts receivable, net of reserves of $6,071 in 2001 and $3,764 in 2002 54,225 57,497
Inventories 22,088 21,832
Notes receivable, net of reserves of $1,546 in 2001 and $1,785 in 2002 4,024 3,398
Prepaid expenses and other 4,892 6,673
Deferred income taxes 9,330 6,809
-------------- --------------
Total current assets 149,706 118,681
-------------- --------------
PROPERTY, PLANT AND EQUIPMENT:
Land and buildings 15,983 15,986
Leasehold and other improvements 50,684 57,029
Equipment 114,904 145,513
Construction in progress 5,837 5,727
-------------- --------------
187,408 224,255
Accumulated depreciation and amortization 99,763 103,708
-------------- --------------
Property, plant and equipment, net 87,645 120,547
-------------- --------------
OTHER ASSETS:
Investments in marketable securities, restricted 3,602 3,172
Notes receivable, less current portion, net of
reserves of $1,947 in 2001 and $1,899 in 2002 14,720 10,755
Deferred financing costs, net of accumulated
amortization of $18,040 in 2001 and $22,436 in 2002 24,594 18,264
Goodwill, net of accumulated amortization of
$8,127 in 2001 and $7,934 in 2002 12,673 27,232
Capitalized software, net of accumulated amortization
of $28,349 in 2001 and $25,930 in 2002 34,408 28,313
Other assets, net of accumulated amortization and
reserves of $2,103 in 2001 and $1,880 in 2002 7,008 6,945
Deferred income taxes 68,242 60,287
-------------- --------------
Total other assets 165,247 154,968
-------------- --------------
Total assets $ 402,598 $ 394,196
============== ==============
The accompanying notes are an integral part of these consolidated balance
sheets.
31
DOMINO'S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
(In thousands, except share and per share amounts)
December 30, December 29,
LIABILITIES AND STOCKHOLDER'S DEFICIT 2001 2002
------------------------------------- ------------ ------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 43,157 $ 2,843
Accounts payable 50,430 46,131
Accrued compensation 26,620 26,723
Accrued interest 14,674 12,864
Accrued income taxes 2,164 1,173
Insurance reserves 7,365 8,452
Other accrued liabilities 30,029 30,811
--------- ---------
Total current liabilities 174,439 128,997
--------- ---------
LONG-TERM LIABILITIES:
Long-term debt, less current portion 611,532 599,180
Insurance reserves 6,334 12,510
Other accrued liabilities 35,167 29,090
--------- ---------
Total long-term liabilities 653,033 640,780
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIT:
Common stock, par value $0.01 per share; 3,000
shares authorized; 10 shares issued and outstanding - -
Additional paid-in capital 120,202 120,723
Retained deficit (542,540) (491,793)
Accumulated other comprehensive loss (2,536) (4,511)
--------- ---------
Total stockholder's deficit (424,874) (375,581)
--------- ---------
Total liabilities and stockholder's deficit $ 402,598 $ 394,196
========= =========
The accompanying notes are an integral part of these consolidated balance
sheets.
32
DOMINO'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
For the Years Ended
------------------------------------------------
December 31, December 30, December 29,
2000 2001 2002
------------ ------------ ------------
REVENUES:
Domestic Company-owned stores $ 377,971 $ 362,189 $ 376,533
Domestic franchise 120,608 134,195 140,667
Domestic distribution 604,096 691,902 676,018
International 63,405 69,995 81,762
------------ ------------ ------------
Total revenues 1,166,080 1,258,281 1,274,980
------------ ------------ ------------
OPERATING EXPENSES:
Cost of sales 862,161 937,899 938,972
General and administrative 190,690 193,494 179,774
------------ ----------- ------------
Total operating expenses 1,052,851 1,131,393 1,118,746
------------ ----------- ------------
INCOME FROM OPERATIONS 113,229 126,888 156,234
INTEREST INCOME 3,961 1,778 537
INTEREST EXPENSE (75,800) (68,380) (60,321)
------------ ----------- ------------
INCOME BEFORE PROVISION FOR INCOME TAXES 41,390 60,286 96,450
PROVISION FOR INCOME TAXES 16,184 23,506 35,789
------------ ----------- ------------
NET INCOME $ 25,206 $ 36,780 $ 60,661
============ =========== ============
The accompanying notes are an integral part of these consolidated statements.
33
DOMINO'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
For the Years Ended
--------------------------------------------
December 31, December 30, December 29,
2000 2001 2002
------------ ------------ ------------
NET INCOME $ 25,206 $ 36,780 $ 60,661
-------- -------- --------
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:
Currency translation adjustment (147) (259) 1,082
Cumulative effect of change in accounting for derivative
instruments - 2,685 -
Unrealized losses on derivative instruments - (8,124) (10,241)
Reclassification adjustment for (gains) losses included
in net income (548) 2,384 5,389
-------- -------- --------
(695) (3,314) (3,770)
TAX ATTRIBUTES OF ITEMS IN OTHER
COMPREHENSIVE LOSS 219 1,130 1,795
-------- -------- --------
OTHER COMPREHENSIVE LOSS, NET OF TAX (476) (2,184) (1,975)
-------- -------- --------
COMPREHENSIVE INCOME $ 24,730 $ 34,596 $ 58,686
======== ======== ========
The accompanying notes are an integral part of these consolidated statements.
34
DOMINO'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT
(In thousands)
Accumulated Other Comprehensive Loss
-----------------------------------------------
Unrealized
Gain on
Additional Currency Investments Fair Value
Common Paid-in Retained Translation in Marketable of Derivative
Stock Capital Deficit Adjustment Securities Instruments
----- ------- ------- ---------- ---------- -----------
BALANCE AT JANUARY 2, 2000 $ - $120,202 $(599,292) $ (205) $ 329 $ -
Net income - - 25,206 - - -
Distributions to Parent - - (571) - - -
Currency translation adjustment - - - (147) - -
Reclassification adjustment for
gains included in net income - - - - (329) -
--------- -------- --------- ------- ------ -------
BALANCE AT DECEMBER 31, 2000 - 120,202 (574,657) (352) - -
Net income - - 36,780 - - -
Distributions to Parent - - (4,663) - - -
Currency translation adjustment - - - (259) - -
Cumulative effect of change in
accounting for derivative
instruments, net of tax - - - - - 1,692
Unrealized losses on derivative
instruments, net of tax - - - - - (5,119)
Reclassification adjustment for
losses included in net income - - - - - 1,502
--------- -------- --------- ------- ------ -------
BALANCE AT DECEMBER 30, 2001 - 120,202 (542,540) (611) - (1,925)
Net income - - 60,661 - - -
Distributions to Parent - - (9,914) - - -
Capital contribution - 521 - - - -
Currency translation adjustment - - - 1,082 - -
Unrealized losses on derivative
instruments, net of tax - - - - - (6,452)
Reclassification adjustment for
losses included in net income - - - - - 3,395
--------- -------- --------- ------- ------ -------
BALANCE AT DECEMBER 29, 2002 $ - $120,723 $(491,793) $ 471 $ - $(4,982)
========= ======== ========= ======= ====== =======
The accompanying notes are an integral part of these consolidated statements.
35
DOMINO'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Years Ended
----------------------------------------------
December 31, December 30, December 29,
2000 2001 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 25,206 $ 36,780 $ 60,661
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 33,604 33,092 28,273
Provision (benefit) for losses on accounts and notes receivable 2,201 2,996 (441)
Losses on sale/disposal of assets and other 1,338 1,964 2,919
Provision for deferred income taxes 2,993 4,101 12,271
Amortization of deferred financing costs 6,582 6,031 9,966
Changes in operating assets and liabilities-
Increase in accounts receivable (10,095) (10,050) (2,252)
Decrease (increase) in inventories, prepaid expenses and other (290) 3,427 (1,196)
Increase (decrease) in accounts payable and accrued liabilities 10,972 11,567 (12,488)
Increase (decrease) in insurance reserves (6,211) (2,727) 7,263
--------- --------- ---------
Net cash provided by operating activities 66,300 87,181 104,976
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (37,903) (40,606) (53,931)
Proceeds from sale of property, plant and equipment 5,034 2,225 719
Acquisitions of franchise operations (5,072) (1,362) (22,157)
Repayments of notes receivable, net 5,334 4,807 3,247
Other (2,144) 180 108
--------- --------- ---------
Net cash used in investing activities (34,751) (34,756) (72,014)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt - - 365,000
Repayments of long-term debt (31,475) (32,332) (417,736)
Cash paid for financing costs - - (3,636)
Distributions to Parent (571) (2,893) (9,914)
Capital contributions from Parent 4,000 - 521
--------- --------- ---------
Net cash used in financing activities (28,046) (35,225) (65,765)
--------- --------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS 53 41 128
--------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,556 17,241 (32,675)
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD 34,350 37,906 55,147
--------- --------- ---------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 37,906 $ 55,147 $ 22,472
========= ========= =========
The accompanying notes are an integral part of these consolidated statements.
36
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Domino's, Inc. (Domino's), a Delaware corporation,
and its subsidiaries (collectively, the Company). All significant
intercompany accounts and transactions have been eliminated.
Domino's is a wholly-owned subsidiary of TISM, Inc. (the Parent).
The Parent is the surviving entity from a leveraged
recapitalization in December 1998 (the Recapitalization).
Description of Business
The Company is primarily engaged in the following business
activities: (1) retail sales through Company-owned Domino's Pizza
stores, (2) sales of food, equipment and supplies to
Company-owned and franchised Domino's Pizza stores through
Company-owned distribution centers, and (3) receipt of royalties
and fees from domestic and international Domino's Pizza
franchisees.
Fiscal Year
The Company's fiscal year ends on the Sunday closest to December
31. The 2000 fiscal year ended December 31, 2000; the 2001 fiscal
year ended December 30, 2001; and the 2002 fiscal year ended
December 29, 2002. Each of these fiscal years consists of
fifty-two weeks.
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 30, 2001 and December 29, 2002 are
comprised of the following (in thousands):
2001 2002
------- -------
Food $15,479 $16,123
Equipment and supplies 6,609 5,709
------- -------
Inventories $22,088 $21,832
======= =======
37
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Notes Receivable
During the normal course of business, the Company may provide
financing to franchisees (i) to stimulate franchise store growth,
(ii) to finance the sale of Company-owned stores to franchisees,
(iii) to facilitate new equipment rollouts, or (iv) to otherwise
assist a franchisee. Substantially all of the related notes
receivable 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. Related interest
income is included in revenues. Such notes are generally secured
by the related assets or business. The carrying amounts of these
notes approximate fair value.
Property, Plant and Equipment
Additions to property, plant and equipment are recorded at cost.
Repair and maintenance costs are expensed as incurred.
Depreciation for financial reporting purposes is provided using
the straight-line method over the estimated useful lives of the
related assets. Estimated useful lives are generally as follows
(in years):
Buildings 20
Leasehold and other improvements 10
Equipment 3 - 12
Depreciation expense was approximately $14.1 million, $16.0 million
and $19.5 million in 2000, 2001 and 2002, 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. If the carrying
amount of a long-lived asset exceeds the amount of the expected
future undiscounted cash flows, an impairment loss is
recognized and the asset is written down to its estimated fair
value. No impairment losses of long-lived assets have been
recognized in 2000, 2001 or 2002.
Investments in Marketable Securities
Investments in marketable securities include investments in various
funds made by eligible individuals as part of our 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.
38
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Deferred Financing Costs
Deferred financing costs include debt issuance costs primarily
incurred by the Company as part of the Recapitalization.
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 consummation of the 2002 Agreement (Note 2),
the Company expensed financing costs of approximately $4.5
million. Amortization of deferred financing costs, including the
aforementioned $4.5 million, was approximately $6.6 million, $6.0
million and $10.0 million in 2000, 2001 and 2002, respectively.
Goodwill
Goodwill, primarily arising from franchise store acquisitions, was
amortized using the straight-line method over periods not
exceeding ten years for fiscal years prior to 2002. Amortization
expense was approximately $2.3 million and $2.0 million in 2000
and 2001, respectively. The Company adopted SFAS No. 142,
"Goodwill and Other Intangibles", effective December 31, 2001
and, accordingly, ceased amortizing goodwill. In addition, the
Company performed the required transition impairment test and
determined that no impairment adjustment was required as of the
date of adoption. The Company also performed its annual
impairment test at December 29, 2002 and determined that no
impairment adjustment was required.
SFAS No. 142 requires prospective application and does not permit
restatement of prior period financial statements. Had this
Statement been applied in prior years, net income would have been
approximately $26.7 million and $38.1 million in 2000 and 2001,
respectively.
During 2002, the Company recorded approximately $14.6 million of
goodwill in connection with the acquisition of the Arizona
Stores (Note 9). This goodwill is expected to be deductible for
tax purposes.
Capitalized Software
Capitalized software is recorded at cost and includes purchased,
internally developed and externally developed software used in
the Company's operations. Amortization 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. Amortization expense was approximately $5.9 million, $9.4
million and $8.5 million in 2000, 2001 and 2002, respectively.
39
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Other Assets
Other assets primarily include deposits, investments in
international franchisees, covenants not-to-compete and other
intangibles primarily arising from franchise acquisitions, and,
at December 30, 2001, assets relating to the fair value of
derivatives. Amortization expense of covenants not-to-compete is
provided using the straight-line method or an accelerated method
(Note 7) and was approximately $11.2 million, $5.5 million and
$185,000 in 2000, 2001 and 2002, respectively. Amortization of
certain other intangible assets is provided using the
straight-line method and was approximately $94,000 in 2000 and
2001, respectively, and $42,000 in 2002.
Insurance Reserves
The Company's health insurance program provides coverage for life,
medical, dental and accidental death and dismemberment (AD&D)
claims. Self-insurance limitations for medical per a covered
individual's lifetime are $2.0 million in 2000, 2001 and 2002.
The AD&D and life insurance components of the health insurance
program are fully insured by the Company through third-party
insurance carriers.
In December 1998, the Company entered into a guaranteed cost,
combined casualty insurance program that is effective for the
period from December 1998 to December 2001. This program covers
insurance claims on a first dollar basis for workers'
compensation, general liability and owned and non-owned
automobile liabilities. Total insurance limits under this program
are $106.0 million per occurrence for general liability and owned
and non-owned automobile liabilities and up to the applicable
statutory limits for workers' compensation.
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. 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, other than health insurance reserves, are
determined using actuarial estimates from an independent third
party. 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. In management's opinion,
the insurance reserves at December 29, 2002 are sufficient to
cover related losses.
40
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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 gains on store sales, liabilities relating to the fair
value of derivatives, deferred compensation liabilities and, at
December 30, 2001, a consulting fee payable to our former majority
stockholder (Note 7). Gains on store sales that are financed by
the Company with a note receivable are deferred and are recognized
in income as the related note receivable payments are received.
Foreign Currency Translation
The Company's foreign entities use their local currency or the U.S.
dollar 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 loss and other foreign currency
transaction gains and losses are included in determining net
income.
Revenue Recognition
Domestic Company-owned store revenues are comprised of retail sales
through Company-owned stores located in the contiguous U.S. and
are recognized when the items are delivered to or carried out by
customers.
Domestic franchise revenues are primarily comprised of royalties
and, to a lesser extent, fees and other income from franchisees
with operations in the contiguous U.S. 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 stores located in the
contiguous U.S. 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 recognized upon shipment of
the related products to franchisees.
International revenues are primarily comprised of sales of food,
and royalties and fees from foreign, Alaskan and Hawaiian
franchisees and are recognized consistently with the policies
applied for revenues generated in the contiguous U.S.
Advertising
Advertising costs are expensed as incurred. Advertising expense,
which relates primarily to Company-owned stores, was approximately
$38.1 million, $35.3 million and $36.0 million during 2000, 2001
and 2002, respectively.
41
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Domestic Stores (Note 8) 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 local advertising
activities. Included in advertising expense was national
advertising contributions from Company-owned stores to DNAF of
approximately $11.3 million, $10.9 million and $11.3 million in
2000, 2001 and 2002, respectively. DNAF also received national
advertising contributions from franchisees of approximately $68.1
million, $73.6 million and $76.5 million during 2000, 2001 and
2002, respectively. Franchisee contributions and offsetting
expenses are presented net in the accompanying statements of
income.
Derivative Instruments
During 1999, the Company entered into two interest rate swap
agreements (the 1999 Swap Agreements) to effectively convert the
variable Eurodollar component of the effective interest rate on a
portion of the Company's debt under the 1998 Agreement (Note 2)
to a fixed rate of 5.12% beginning in January 1999 and continuing
through December 2001, in an effort to reduce the impact of
interest rate changes on income. The total notional amount under
the 1999 Swap Agreements was initially $179.0 million and
decreased over time to a total notional amount of $167.0 million
in December 2001. The 1999 Swap Agreements expired on December
31, 2001.
On January 1, 2001, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities", and two
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. Adoption of these
Statements resulted in the recognition of an approximately $2.7
million derivative asset relating to the fair value of the 1999
Swap Agreements which the Company designated as cash flow hedges.
During 2001 and 2002, the Company entered into several interest
rate agreements to effectively convert the variable Eurodollar
component of the effective interest rate on a portion of the
Company's debt under the 1998 Agreement and the 2002 Agreement to
various fixed rates, in an effort to reduce the impact of
interest rate changes on income. The Company has designated all
of these agreements as cash flow 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. These agreements
are summarized as follows:
Total
Notional
Derivative Amount Term Rate
--------------------- ------------- ---------------------------- ----------------
Interest Rate Collar $70.0 million June 2001 - June 2003 3.86% - Floor
6.00% - Ceiling
Interest Rate Swap $70.0 million June 2001 - June 2004 4.90%
Interest Rate Swap $35.0 million September 2001 - September 2003 3.645%
Interest Rate Swap $35.0 million September 2001 - September 2004 3.69%
Interest Rate Swap $75.0 million August 2002 - June 2005 3.25%
42
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
At December 29, 2002, the fair value of all of the Company's
derivative instruments is a net liability of approximately $7.9
million, of which $6.0 million is included in current other
accrued liabilities and $1.9 million is included in long-term
other accrued liabilities.
New Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board (FASB)
issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13 and Technical Corrections",
which, among other things, eliminates the requirement to report
certain extinguishments of debt as extraordinary items. As a
result, gains and losses from extinguishment of debt should be
classified as extraordinary items only if they meet the criteria
of Accounting Principles Board Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." The Company adopted SFAS No.
145 effective December 31, 2001. Accordingly, the gain on
extinguishment of debt of approximately $181,000 (net of tax
provision of approximately $111,000) in 2000 and loss on
extinguishment of debt of approximately $327,000 (net of tax
benefit of approximately $207,000) in 2001, both previously
recorded as extraordinary, have been reclassified in the
accompanying statements of income.
In November 2002, the FASB issued FASB Interpretation No. 45
"Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others" (FIN 45). FIN 45 clarifies the requirements of SFAS No. 5
"Accounting for Contingencies", relating to a guarantor's
accounting for, and disclosure of, the issuance of certain types
of guarantees. The interpretation's guidance is required to be
followed beginning in fiscal 2003 and is not expected to 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 $69.9 million, $60.6
million and $51.8 million during 2000, 2001 and 2002,
respectively. Cash paid for income taxes was approximately $8.7
million, $11.4 million and $24.0 million in 2000, 2001 and 2002,
respectively.
The Company financed the sale of certain Company-owned stores to
franchisees with notes totaling approximately $5.6 million, $7.0
million and $811,000 in 2000, 2001 and 2002, respectively,
including $4.4 million of notes to a former minority Parent
stockholder in 2000 and $450,000 of notes to a former minority
Parent stockholder in 2002.
During 2001, the Company distributed approximately $1.8 million of
accounts receivable to the Parent.
43
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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 2000 and 2001 have been reclassified to
conform to the fiscal 2002 presentation.
(2) FINANCING ARRANGEMENTS
At December 30, 2001 and December 29, 2002, long-term debt consisted
of the following (in thousands):
2001 2002
----------- -------
2002 Agreement - Term Loan $ - $363,175
1998 Agreement - Term Loan A 139,114 -
1998 Agreement - Term Loan B 127,563 -
1998 Agreement - Term Loan C 127,965 -
Other borrowings 1,047 408
Senior subordinated notes, 10 3/8% 259,000 238,440
---------- --------
654,689 602,023
Less- current portion 43,157 2,843
---------- --------
$ 611,532 $599,180
========== ========
On December 21, 1998, Domino's and a subsidiary entered into a
credit agreement (the 1998 Agreement) with a consortium of banks
primarily to finance a portion of the Recapitalization, to repay
existing indebtedness under a previous credit agreement and to
provide available borrowings for use in the normal course of
business. The 1998 Agreement consisted of a $100 million revolving
credit facility and three term loans (Term Loan A, Term Loan B and
Term Loan C, respectively) totaling $445 million in aggregate
initial borrowings.
Effective July 29, 2002, the Company entered into a new credit
agreement (the 2002 Agreement) with a consortium of banks and used
the proceeds to repay borrowings outstanding under the 1998
Agreement. The 2002 Agreement contains more favorable interest
rate margins and improved flexibility as compared to the 1998
Agreement. The 2002 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 2002 Agreement are $465 million.
44
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The 2002 Agreement provides borrowings of $365 million under the Term
Loan. The Term Loan was initially fully borrowed. Borrowings under
the Term Loan bear interest, payable at least quarterly, at either
(i) the higher of (a) the specified bank's prime rate (4.25% at
December 29, 2002) and (b) 0.50% above the Federal Reserve
reported overnight funds rate, each plus an applicable margin of
between 1.25% to 1.50%, or (ii) the Eurodollar rate (1.80% at
December 29, 2002) plus an applicable margin of between 2.25% to
2.50%, with margins determined based upon the Company's ratio of
indebtedness to earnings before interest, taxes, depreciation and
amortization (EBITDA) (Note 8), as defined. At December 29, 2002,
the Company's effective borrowing rate was 4.30% for the Term
Loan. As of December 29, 2002, all borrowings under the Term Loan
were under a Eurodollar contract with an interest period of 90
days. The 2002 Agreement requires Term Loan principal payments of
$3.65 million per year during the first five years of the
agreement with equal quarterly payments totaling $346.75 million
in the final year of the agreement. The final scheduled principal
payment on the outstanding borrowings under the Term Loan is due
in June 2008.
The 2002 Agreement also provides for borrowings of up to $100 million
under the Revolver, of which up to $60 million is available for
letter of credit advances. Borrowings under the Revolver
(excluding letters of credit) bear interest, payable at least
quarterly, at either (i) the higher of (a) the specified bank's
prime rate and (b) 0.50% above the Federal Reserve reported
overnight funds rate, each plus an applicable margin of between
0.50% to 1.50%, or (ii) the Eurodollar rate plus an applicable
margin of between 1.50% to 2.50%, with margins determined based
upon the Company's ratio of indebtedness to EBITDA, as defined.
The Company also pays a commitment fee on the unused portion of
the Revolver ranging from 0.375% to 0.50%, determined based upon
the Company's ratio of indebtedness to EBITDA, as defined. At
December 29, 2002, the commitment fee for such unused borrowings
is 0.50%. The fee for letter of credit amounts outstanding ranges
from 1.50% to 2.50%. At December 29, 2002, the fee for letter of
credit amounts outstanding is 2.50%. At December 29, 2002, there
is $82.1 million in available borrowings under the Revolver, with
$17.9 million of letters of credit outstanding. The Revolver
expires in June 2007.
The borrowings under the 2002 Agreement are guaranteed by the Parent,
are jointly and severally guaranteed by each of Domino's domestic
subsidiaries, and are secured by substantially all of the assets
of the Company.
The 2002 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, as defined in the 2002 Agreement. At December 29, 2002,
the Company is in compliance with its covenants. The 2002
Agreement also restricts the Company's ability to pay dividends on
or redeem or purchase the Company's capital stock, incur
additional indebtedness, make investments, use assets as security
in other transactions and sell certain assets or merge with or
into other companies.
45
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
On December 21, 1998, the Company issued $275 million of 10 3/8%
Senior Subordinated Notes due 2009 (the Notes) requiring
semi-annual interest payments, which began July 15, 1999. Before
January 15, 2004, the Company may, at a price above par, redeem
all, but not part, of the Notes if a change in control occurs, as
defined in the Notes. Beginning January 15, 2004, the Company may
redeem some or all of the Notes at fixed redemption prices,
ranging from 105.19% of par in 2004 to 100% of par in 2007 through
maturity. In the event of a change in control, as defined, the
Company will be obligated to repurchase Notes tendered at the
option of the holders at a fixed price. The Notes are guaranteed
by certain Domino's subsidiaries (non-guarantor subsidiaries do
not represent a significant amount of revenues and assets) and are
subordinated in right of payment to all existing and future senior
debt of the Company.
The indenture related to the Notes restricts the Company and certain
subsidiaries from, among other restrictions, paying dividends or
redeeming equity interests, with certain specified exceptions,
unless a minimum fixed charge coverage ratio is met and, in any
event, such payments are limited to 50% of the Company's
cumulative net income from January 4, 1999 to the payment date
plus the net proceeds from any capital contributions or the sale
of equity interests.
As of December 29, 2002, management estimates the fair value of the
Notes to be approximately $259.3 million. The carrying amounts of
the Company's other debt approximate fair value.
In 2000, the Company amended the 1998 Agreement whereby an amount not
to exceed $30.0 million was made available for the early
retirement of Notes at the Company's option. With the execution of
the 2002 Agreement, an additional amount not to exceed $30.0
million was made available for the early retirement of Notes at
the Company's option. In 2000, 2001 and 2002, the Company retired
$10.0 million, $6.0 million and $20.6 million, respectively, of
the Notes through open market transactions using funds generated
from operations. These retirements resulted in an after-tax gain
of approximately $181,000 in 2000 and after-tax losses of
approximately $327,000 in 2001, and $1.7 million in 2002. These
items include approximately $583,000, $317,000 and $944,000 in
deferred financing cost amortization expense in 2000, 2001 and
2002, respectively, and $207,000 in 1998 Agreement amendment fees
in 2000. As of December 29, 2002, the Company had $23.0 million
remaining under the 2002 Agreement for future Notes repurchases.
At December 29, 2002 an affiliate of a stockholder of the Parent had
Term Loan holdings of $42.9 million and Notes holdings of $16.5
million. Interest expense to this affiliate related to the 1998
Agreement, the 2002 Agreement and the Notes was approximately $3.4
million, $3.8 million, and $2.0 million in 2000, 2001 and 2002,
respectively.
As of December 29, 2002, maturities of long-term debt are as follows
(in thousands):
2003 $ 2,843
2004 4,620
2005 3,683
2006 3,683
2007 88,545
Thereafter 498,649
----------
$ 602,023
==========
46
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(3) COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases equipment, vehicles, retail store and
distribution center locations and its corporate headquarters
under operating leases with expiration dates through 2018. Rent
expenses totaled approximately $23.1 million, $23.4 million and
$25.5 million during 2000, 2001 and 2002, respectively. As of
December 29, 2002, the future minimum rental commitments for all
noncancellable leases, which include approximately $54.6 million
in commitments to related parties and is net of approximately
$4.8 million in future minimum rental commitments which have been
assigned to certain franchisees, are as follows (in thousands):
2003 $ 32,291
2004 22,544
2005 23,473
2006 18,566
2007 15,165
Thereafter 65,653
---------
$ 177,692
=========
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.
(4) INCOME TAXES
The Parent files a consolidated Federal income tax return which
includes the Company's operations. For financial reporting
purposes and in accordance with a tax-sharing agreement, the
Company accounts for income taxes as if it files its own
consolidated Federal income tax return.
47
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The differences between the United States Federal statutory income
tax provision (using the statutory rate of 35%) and the Company's
consolidated income tax provision for 2000, 2001 and 2002 are as
follows (in thousands):
2000 2001 2002
------------ ------------ --------
Federal income tax provision based on the
statutory rate $14,487 $21,100 $33,758
State and local income taxes, net of related Federal
income taxes 906 1,588 1,908
Non-resident withholding and foreign income
taxes 3,382 3,726 3,829
Foreign tax and other tax credits (3,709) (4,158) (4,506)
Losses attributable to foreign subsidiaries 389 281 325
Non-deductible expenses 351 498 471
Other 378 471 4
------- ------- -------
$16,184 $23,506 $35,789
======= ======= =======
The components of the 2000, 2001 and 2002 provision for income taxes
are as follows (in thousands):
2000 2001 2002
----------- ----------- --------
Provision for Federal income taxes-
Current provision $ 4,084 $11,674 $18,685
Deferred provision 7,324 5,663 10,340
------- ------- -------
Total provision for Federal income taxes 11,408 17,337 29,025
Provision (benefit) for state and local income taxes-
Current provision 5,725 4,005 1,004
Deferred provision (benefit) (4,331) (1,562) 1,931
------- ------- -------
Total provision for state and local income taxes 1,394 2,443 2,935
Provision for non-resident withholding and
foreign income taxes 3,382 3,726 3,829
------- ------- -------
$16,184 $23,506 $35,789
======= ======= =======
48
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As of December 30, 2001 and December 29, 2002, the significant
components of net deferred income taxes are as follows (in
thousands):
2001 2002
----------- ---------
Deferred Federal income tax assets-
Step-up of basis on subsidiaries sale of certain assets $38,828 $35,580
Covenants not-to-compete 13,956 12,789
Insurance reserves 4,395 6,996
Other accruals and reserves 7,635 6,599
Bad debt reserves 3,220 2,465
Depreciation, amortization and asset basis differences 3,717 -
Deferred gains 2,503 1,310
Derivatives liability 1,130 2,925
Foreign net operating loss carryovers 3,370 4,481
Other 1,285 1,124
------- -------
80,039 74,269
------- -------
Valuation allowance on foreign net operating loss carryovers (3,370) (4,481)
------- -------
Total deferred Federal income tax assets 76,669 69,788
------- -------
Deferred Federal income tax liabilities-
Capitalized software 7,187 6,893
Depreciation, amortization and asset basis differences - 1,962
Other 4 -
------- -------
Total deferred Federal income tax liabilities 7,191 8,855
------- -------
Net deferred Federal income tax asset 69,478 60,933
Net deferred state and local income tax asset 8,094 6,163
------- -------
Net deferred income taxes $77,572 $67,096
======= =======
As of December 30, 2001, the classification of net deferred income
taxes is summarized as follows (in thousands):
Current Long-term Total
------- --------- -----
Deferred tax assets $9,330 $75,433 $84,763
Deferred tax liabilities - (7,191) (7,191)
------ ------- -------
Net deferred income taxes $9,330 $68,242 $77,572
====== ======= =======
49
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As of December 29, 2002, the classification of net deferred income
taxes is summarized as follows (in thousands):
Current Long-term Total
------- --------- -------
Deferred tax assets $6,809 $69,142 $75,951
Deferred tax liabilities - (8,855) (8,855)
------ ------- -------
Net deferred income taxes $6,809 $60,287 $67,096
====== ======= =======
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 December 29, 2002, the
Company has approximately $4.5 million of foreign loss carryovers
expiring from 2004 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 the first 6% of employee
contributions per participant. These matching contributions vest
immediately. The charges to operations for Company contributions
to the plan were $2.2 million, $2.3 million and $2.4 million for
2000, 2001 and 2002, respectively.
The Company has established a nonqualified deferred compensation plan
available for the members of the Company's leadership team and
certain other key employees. Under this 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 has not contributed to this plan during 2000, 2001
and 2002.
(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to letters of credit with off-balance sheet
risk. The Company's exposure to credit loss for 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
as of December 29, 2002 are $17.9 million. At December 30, 2001,
$2.5 million of letters of credit were included in current other
accrued liabilities.
50
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(7) RELATED PARTY TRANSACTIONS
Leases
The Company leases its corporate headquarters under an operating
lease agreement with a partnership owned by our former majority
Parent stockholder. Total lease expense related to this lease was
$4.4 million, $4.5 million and $4.6 million for 2000, 2001 and
2002, respectively.
At December 29, 2002, aggregate future minimum lease commitments
under this lease are as follows (in thousands):
2003 $ 4,544
2004 -
2005 5,033
2006 5,108
2007 5,236
Thereafter 34,716
--------
$ 54,637
========
Distributions
During the normal course of business, the Company may make
discretionary distributions to the Parent.
During 2001, the Company distributed approximately $2.7 million to the
Parent, which used the proceeds to satisfy Recapitalization-related
obligations to our former majority Parent stockholder and certain
members of his family.
During 2002, the Company distributed approximately $9.9 million to the
Parent, which primarily used the proceeds to repurchase Parent
stock.
Consulting Agreement
As part of the Recapitalization, the Company entered into a $5.5
million, ten-year consulting agreement with our former majority
Parent stockholder. The Company paid $500,000 in each of 2000 and
2001 under this agreement. During 2002, the Company and our former
majority Parent stockholder mutually agreed to terminate the
consulting agreement. The Company paid $2.9 million to our former
majority Parent stockholder to effect such termination.
51
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Covenant Not-to-Compete
As part of the Recapitalization, the Parent entered into a covenant
not-to-compete with our former majority Parent stockholder. The
Parent contributed this asset to the Company in 1998. Amortization
expense for this covenant not-to-compete was provided using an
accelerated method over a three-year period and was approximately
$10.9 million and $5.3 million in 2000 and 2001, respectively. As of
December 30, 2001, this asset was fully amortized.
Management Agreement and Consulting Services
As part of the Recapitalization, the Parent and its subsidiaries
(collectively, the Group) entered into a management agreement with
an affiliate of a stockholder of the Parent to provide the Group
with certain management services. The Company is 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 2000, 2001 and 2002, respectively. These amounts are
included in general and administrative expense. Furthermore, the
Group must allow the affiliate to participate in the negotiation and
consummation of future senior financing for any acquisition or
similar transaction and pay the affiliate a fee, as defined in the
management agreement.
Stockholder Indemnification of Legal Settlement
In 2000, the Company settled a lawsuit that was outstanding at January
2, 2000 in which the Company agreed to pay the plaintiffs $5.0
million for a full release of all related claims. This amount was
recorded in general and administrative expense in 1999. The Company
also recorded a related $1.8 million benefit for income taxes.
Additionally, our former majority Parent stockholder agreed to
indemnify the Parent and paid the Parent $4.0 million and $521,000
in 2000 and 2002, respectively. The Parent then contributed these
amounts to the Company. The Company recorded the $4.0 million and
$521,000 as capital contributions in 1999 and 2002, respectively.
The former majority Parent stockholder has no further obligation to
the Company under the related indemnification agreement.
Financing Arrangements
As part of the 2002 Agreement, the Company paid approximately $2.3
million of financing costs to an affiliate of a Parent stockholder.
A separate affiliate is counterparty to the $70.0 million interest
rate collar agreement (Note 1).
52
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(8) 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": (1) Domestic Stores, (2) Domestic Distribution, and
(3) International. The Company's operations are organized by
management on the combined bases of line of business and geography.
The Domestic Stores segment includes Company 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 Company operations related
to its franchising business in foreign and non-contiguous United
States markets and its food distribution business 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 EBITDA.
The tables below summarize the financial information concerning the
Company's reportable segments for 2000, 2001 and 2002. 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 EBITDA and income from
operations information below primarily includes corporate
administrative costs. 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 Domestic Intersegment
Stores Distribution International Revenues Other Total
-------- ------------ ------------- ------------ --------- ----------
Revenues-
2000 $ 498,579 $ 707,224 $63,405 $(103,128) $ - $ 1,166,080
2001 496,384 796,808 69,995 (104,906) - 1,258,281
2002 517,200 779,684 81,762 (103,666) - 1,274,980
EBITDA-
2000 $ 120,940 $ 35,681 $15,190 N/A $(24,515) $ 147,296
2001 126,569 44,323 16,346 N/A (25,077) 162,161
2002 137,626 49,953 25,910 N/A (24,227) 189,262
Income from
Operations-
2000 $ 109,713 $ 30,123 $14,422 N/A $(41,029) $ 113,229
2001 114,253 38,068 15,162 N/A (40,595) 126,888
2002 126,714 43,155 25,141 N/A (38,776) 156,234
Capital
Expenditures-
2000 $ 17,439 $ 7,720 $ 1,393 N/A $ 11,351 $ 37,903
2001 15,984 6,949 352 N/A 17,321 40,606
2002 26,218 7,690 722 N/A 19,301 53,931
53
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table reconciles total EBITDA to consolidated income
before provision for income taxes:
2000 2001 2002
---------- ---------- ----------
Total EBITDA $ 147,296 $ 162,161 $ 189,262
Depreciation and amortization (33,604) (33,092) (28,273)
Interest income 3,961 1,778 537
Interest expense (75,800) (68,380) (60,321)
Losses on sale/disposal of assets and other (1,338) (1,964) (2,919)
Gain (loss) on debt extinguishment 875 (217) (1,836)
---------- ---------- ----------
Income before provision for income taxes $ 41,390 $ 60,286 $ 96,450
========== ========== ==========
The following table summarizes the Company's identifiable asset
information as of December 30, 2001 and December 29, 2002:
2001 2002
---------- ----------
Domestic Stores $ 87,972 $ 120,242
Domestic Distribution 90,564 94,460
---------- ----------
Total Domestic Assets 178,536 214,702
International 19,624 23,167
Unallocated 204,438 156,327
---------- ----------
Total Consolidated Assets $ 402,598 $ 394,196
========== ==========
Unallocated assets primarily include cash and cash equivalents,
investments in marketable securities, deferred financing costs,
certain long-lived assets, deferred income taxes and, in 2001,
assets relating to the fair value of derivatives.
Significantly all of the Company's goodwill is included in the
Domestic Stores segment.
(9) ACQUISITION
On February 25, 2002, the Company purchased the assets of 83 Domino's
Pizza stores (the Arizona Stores) from our former franchisee in
Arizona using funds generated from operations. The Company paid
approximately $21.5 million to acquire these assets. The results of
the Arizona Stores' operations have been included in the Domestic
Stores segment in the consolidated financial statements since that
date.
54
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(10) PERIODIC FINANCIAL DATA (Unaudited, in thousands)
The Company's convention with respect to reporting periodic financial
data is such that each of the first three fiscal quarters consist of
twelve weeks while the last fiscal quarter consists of sixteen
weeks.
For the Fiscal
For the Fiscal Quarter Ended Year Ended
----------------------------------------------------------- --------------
March 25, June 17, September 9, December 30, December 30,
2001 2001 2001 2001 2001
--------- --------- ------------ ------------ --------------
Total revenues $287,631 $283,752 $289,456 $397,442 $1,258,281
Income before provision
for income taxes 12,846 14,540 13,003 19,897 60,286
Net income 7,809 8,876 7,932 12,163 36,780
For the Fiscal
For the Fiscal Quarter Ended Year Ended
----------------------------------------------------------- --------------
March 24, June 16, September 8, December 29, December 29,
2002 2002 2002 2002 2002
--------- --------- ------------ ------------ --------------
Total revenues $308,056 $294,062 $277,060 $395,802 $1,274,980
Income before provision
for income taxes 25,246 17,155 17,146 36,903 96,450
Net income 15,905 10,809 10,801 23,146 60,661
55
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
In a meeting held on March 15, 2002, the Audit Committee of the Company's
Board of Directors recommended that the Board of Directors not renew Arthur
Andersen LLP's ("Andersen") engagement as independent auditor for fiscal year
2002 and recommended that the Company engage PricewaterhouseCoopers LLP ("PwC")
as independent auditor. The Board of Directors instructed the Company to effect
such actions as soon as reasonably practicable. On March 21, 2002, the Company
notified Andersen that it would not renew its engagement as independent auditor
for fiscal year 2002 and appointed PwC as its new independent auditor.
Andersen's reports on the Company's consolidated financial statements for
the years ended December 30, 2001 and December 31, 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles. During the years ended
December 30, 2001 and December 31, 2000 and through the date hereof, there were
no disagreements with Andersen on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Andersen's satisfaction, would have caused them to make
reference to the subject matter in connection with their report on the Company's
consolidated financial statements for such years; and there were no reportable
events as defined in Item 304 (a) (1) (v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing disclosure.
Exhibit 16.1 is a copy of Andersen's letter, dated March 22, 2002, stating its
agreement with such statements.
During the years ended December 30, 2001 and December 31, 2000 and through
March 21, 2002, the Company did not consult PwC with respect to the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304 (a) (2) (i) and (ii) of Regulation S-K.
56
Part III
Item 10. Directors and Executive Officers of the Registrant.
The following is a list of directors for each of TISM and Domino's. All
directors of TISM and Domino's serve until a successor is duly elected and
qualified or until the earlier of his death, resignation or removal. There are
no family relationships between any of the directors or executive officers of
TISM, Domino's or Domino's Pizza.
Name Age
---- ---
David A. Brandon* .............. 50
Andrew B. Balson ............... 36
Dennis F. Hightower ............ 61
Mark E. Nunnelly ............... 44
Robert M. Rosenberg ............ 65
Robert Ruggiero, Jr. ........... 43
*Chairman of the Board of Directors
The following is a list of each person who is a Named Executive Officer of
one or more of Domino's, TISM and Domino's Pizza. The executive officers of
TISM, Domino's and Domino's Pizza are elected by and serve at the discretion of
their respective Board of Directors.
Name Age Position
---- --- --------
David A. Brandon ............... 50 Chief Executive Officer of each of TISM, Domino's and Domino's
Pizza
Harry J. Silverman ............. 44 Chief Financial Officer, Executive Vice President ("EVP"), Finance
of Domino's Pizza; Vice President of each of TISM and Domino's
Michael D. Soignet ............. 43 EVP, Maintain High Standards - Distribution of Domino's Pizza
Patrick W. Knotts .............. 48 EVP, Flawless Execution - Domestic Stores of Domino's Pizza
J. Patrick Doyle ............... 39 EVP, International of Domino's Pizza
David A. Brandon has served as Chairman, Chief Executive Officer and as a
Director of each of TISM and Domino's since March 1999. Mr. Brandon has also
served as Chairman, Chief Executive Officer and as a Manager of Domino's Pizza
since March 1999. Mr. Brandon was President and Chief Executive Officer of
Valassis Communications, Inc., a company in the sales promotion and coupon
industries, from 1989 to 1998 and Chairman of the Board of Directors of Valassis
Communications, Inc. from 1997 to 1998. Mr. Brandon serves on the Board of
Directors of The TJX Companies, Inc. Mr. Brandon also serves on the Board of
Regents for the University of Michigan.
Andrew B. Balson has served as a Director of each of TISM and Domino's
since March 1999. Mr. Balson has been a Managing Director of Bain Capital, an
investment company, since January 2001. Mr. Balson became a Principal of Bain
Capital in June 1998, prior to which he was an Associate from 1996 to 1998. From
1994 to 1996, Mr. Balson was a consultant at Bain & Company. Mr. Balson serves
on the Board of Directors of a number of private companies.
Dennis F. Hightower has served as a Director of each of TISM and Domino's
and serves as the Chair of the Audit Committee of the Board of Directors of
Domino's since February 2003. Mr. Hightower served as Chief Executive Officer of
Europe Online Networks, S.A., a broadband interactive entertainment provider,
from June 2000 to February 2001. He was Professor of Management at the Harvard
Business School from July 1997 to June 2000 and a Senior Lecturer from July 1996
to July 1997. He was previously employed by The Walt Disney Company, serving as
President of Walt Disney Television & Telecommunications, President-Disney
Consumer Products (Europe, Middle East and Africa), and related executive
positions in Europe. He is a director of The Gillette Company, Northwest
Airlines, Inc., The TJX Companies, Inc., PanAmSat Corporation and Phillips-Van
Heusen Corporation.
57
Mark E. Nunnelly has served as a Director of TISM since December 1998 and
as a Director of Domino's since February 1999. Mr. Nunnelly has been a Managing
Director of Bain Capital since 1990. Prior to that time, Mr. Nunnelly was a
Partner of Bain & Company, where he managed several relationships in the
manufacturing sector, and was employed by Procter & Gamble Company Inc., a
consumer products company, in product management. Mr. Nunnelly serves on the
Board of Directors of CTC Communications, Inc. and DoubleClick, Inc., as well as
a number of private companies.
Robert M. Rosenberg has served as a Director of each of TISM and Domino's
since April 1999. Mr. Rosenberg served as President and Chief Executive Officer
of Allied Domecq Retailing, USA from 1993 to August 1999 when he retired. Allied
Domecq Retailing, USA is comprised of Dunkin' Donuts, Baskin-Robbins and Togo's
Eateries. Mr. Rosenberg also serves on the Board of Directors of Sonic
Industries, Inc.
Robert Ruggiero, Jr. has served as a Director of each of TISM and Domino's
since February 2003. Mr. Ruggiero is a partner of J.P. Morgan Partners, LLC and
has been an investment professional with J.P. Morgan Partners LLC, and its
predecessor companies, since 1996. Mr. Ruggiero, Jr. serves on the Board of
Directors of a number of private companies.
Harry J. Silverman has served as Chief Financial Officer, Executive Vice
President of Finance and as a Manager of Domino's Pizza since 1993. Mr.
Silverman has served as Vice President of each of TISM and Domino's since
December 1998 and as Treasurer of each of TISM and Domino's from February 2000
to September 2001. Mr. Silverman joined Domino's Pizza in 1985. Mr. Silverman
serves on the Board of Directors of Able Laboratories, Inc.
Michael D. Soignet has served as Executive Vice President of Maintain High
Standards - Distribution of Domino's Pizza, overseeing global distribution
center operations since 1993. Mr. Soignet joined the Company in 1981.
Patrick W. Knotts has served as Executive Vice President of Flawless
Execution - Domestic Stores of Domino's Pizza since June 2001. Mr. Knotts was
Executive Vice President of Flawless Execution - Corporate of Domino's from
January 2001 to June 2001. Mr. Knotts served as Senior Vice President of
Operations for Mrs. Fields Original Cookie, Inc., a retail food service company,
from September 1996 to January 2001. Mr. Knotts served in various positions,
including Executive Vice President of Operations, at Midial S.A. U.S. Retail
Group from January 1992 to September 1996.
J. Patrick Doyle has served as Executive Vice President of International of
Domino's Pizza since May 1999 and as interim Executive Vice President, Build the
Brand from December 2000 to July 2001. Mr. Doyle served as Senior Vice President
of Marketing from the time he joined Domino's Pizza in 1997 until May 1999. From
1991 to 1997, Mr. Doyle served as Vice President and General Manager of Gerber
Products Company for the United States baby food business and as Vice President
and General Manager of their Canadian subsidiary.
Christopher C. Behrens and Robert F. White resigned as members of the Board
of Directors of each of TISM and Domino's effective February 25, 2003. There
were no disagreements with management.
58
Item 11. Executive Compensation.
The following table sets forth information concerning the compensation for
the fiscal year ended December 29, 2002 of David A. Brandon, Chairman and Chief
Executive Officer, and the four other most highly compensated executive officers
of the Company (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long- Term
Annual Compensation Compensation
------------------------------------------- ------------
Other Securities
Name and Annual Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Options(2) Compensation(3)
------------------ ---- ------ ----- --------------- ---------- ---------------
David A. Brandon 2002 $600,000 $1,200,000 $59,454 250,000 $20,863
Chairman and Chief 2001 600,000 1,100,000 - - 1,575
Executive Officer 2000 600,000 805,000 - - 1,575
Harry J. Silverman 2002 310,000 510,000 - 50,000 6,700
Chief Financial 2001 310,000 550,000 - - 6,173
Officer, Executive 2000 309,122 345,696 - - 4,956
Vice President
Michael D. Soignet 2002 285,000 470,000 - 50,000 7,594
Executive Vice 2001 285,000 505,000 - - 6,143
President 2000 284,185 300,692 - - 4,346
Patrick W. Knotts 2002 285,000 465,000 - 50,000 5,453
Executive Vice 2001 268,558 500,000 - 150,000 33,015
President (4)
J. Patrick Doyle 2002 260,000 415,000 - 40,000 5,768
Executive Vice 2001 260,000 455,000 - - 6,080
President 2000 241,885 275,473 - - 6,017
(1) This amount primarily represents amounts related to the use of the
Company's airplane.
(2) The options are for the purchase of Class A-3 Common Stock of TISM.
(3) These amounts primarily represent contributions made under our 401(k) plan,
relocation expenses, automobile allowances, reimbursement for certain
medical bills and term life insurance premiums paid by the Company for the
benefit of the Named Executive Officers.
(4) Mr. Knotts was hired in January 2001.
59
Option Grants
The following table sets forth information concerning TISM Class A-3 Common
Stock ($0.01 par value, per share) options granted to Named Executive Officers
during the 2002 fiscal year.
Potential Realizable Value at
Percent of Total Assumed Annual Rates of Stock
Number of Options Granted to Exercise Price Appreciation for Option
Securities Underlying Employees in Price Expiration Term (2)
Name Options Granted (1) Fiscal Year ($/Share) Date 5% 10%
---- ------------------- ----------- --------- ---- -- ---
David A. Brandon 250,000 21.8% $3.50 1/1/12 550,283 1,394,525
Harry J. Silverman 50,000 4.4% $3.50 1/1/12 110,057 278,905
Michael D. Soignet 50,000 4.4% $3.50 1/1/12 110,057 278,905
Patrick W. Knotts 50,000 4.4% $3.50 1/1/12 110,057 278,905
J. Patrick Doyle 40,000 3.5% $3.50 1/1/12 88,045 223,124
(1) Options were awarded by the Board of Directors under the TISM, Inc. Stock
Option Plan. Options granted are generally granted at fair value of the
underlying stock, as determined by the Board of Directors, expire ten years
from the date of grant and vest within five years from the grant date. All
options vest immediately in the event of a change in control, as defined.
(2) Assumed annual appreciation rates are established by regulations and are
not a forecast of future appreciation. The amounts shown are pre-tax and
assume the options will be held throughout the entire ten-year term. If
TISM's Class A-3 Common Stock does not increase in value after the grant
date of the options, the options are valueless.
Option Exercises and Fiscal Year-End Values
The following table sets forth certain information concerning the number
and value of unexercised stock options of TISM held by each of the Named
Executive Officers as of December 29, 2002.
FISCAL YEAR-END OPTIONS VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options At
Options At Fiscal Year-End (1) Fiscal Year-End (2)
Shares Acquired ------------------------------ -------------------
Name on Exercise Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ------------- ----------- -------------
David A. Brandon - 605,006 1,157,510 $3,751,040 $6,426,560
Harry J. Silverman - 451,111 160,000 3,002,553 842,000
Michael D. Soignet - 411,111 150,000 2,754,553 780,000
Patrick W. Knotts - 30,000 170,000 186,000 904,000
J. Patrick Doyle - 200,000 90,000 1,240,000 438,000
(1) The numbers reported reflect that Messrs. Brandon, Silverman, Soignet,
Knotts and Doyle each have the option to purchase TISM Class A-3 Common
Stock. Mr. Brandon has the option to purchase 1,762,516 Class A-3 shares.
Mr. Silverman has the option to purchase 600,000 Class A-3 shares. Mr.
Soignet has the option to purchase 550,000 Class A-3 shares. Mr. Knotts has
the option to purchase 200,000 Class A-3 shares. Mr. Doyle has the option
to purchases 290,000 Class A-3 shares. Additionally, Messrs. Silverman and
Soignet each have the option to purchase 11,111 of TISM Class L Common
Stock. The Class L options are fully vested as of December 29, 2002. The
in-the-money value reported for Messrs. Silverman and Soignet include an
estimate of fair value on the Class L Common Stock equal to the 12%
priority return compounded quarterly from the date of grant until December
29, 2002.
(2) There was no public trading market for the Class A-3 Common Stock of TISM
as of December 29, 2002. Accordingly, these values have been calculated on
the basis of the estimated fair market value of such securities on December
29, 2002, as determined by the Board of Directors, less applicable exercise
prices.
60
Compensation of Directors
TISM and Domino's reimburse members of the Board of Directors for any
out-of-pocket expenses incurred by them in connection with services provided in
such capacity. In addition, TISM and Domino's may compensate independent members
of the Board of Directors for services provided in such capacity. In April 1999,
Mr. Rosenberg, an independent Director, was granted options for 55,555 shares of
TISM Class A-3 Common Stock. These options vest 20% annually beginning on March
31, 2000. As of December 29, 2002, these options were still held by Mr.
Rosenberg. Mr. Rosenberg was also paid $10,000 per year in 2002, 2001 and 2000
for his service to the Board of Directors.
Mr. Hightower, an independent Director appointed in February 2003, was
granted options for 7,500 shares of TISM Class A-3 Common Stock, 100% of which
will vest and become exercisable on February 25, 2004. Mr. Hightower, who chairs
the Audit Committee of the Board of Directors, will receive $35,000 per year for
his services plus $1,000 per Board of Directors and/or Audit Committee meeting.
The remaining directors do not receive compensation for their service.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
Employment Agreements
Mr. Brandon is employed as Chairman and Chief Executive Officer pursuant
to a written employment agreement that terminates on December 31, 2003. Under
the employment agreement, Mr. Brandon is entitled to receive an annual salary of
$600,000 and is eligible for an annual bonus based on achievement of performance
objectives. If Mr. Brandon is terminated other than for cause or resigns
voluntarily for good reason, he is entitled to receive continued salary for two
years.
Each of the other Named Executive Officers is employed pursuant to a
written employment agreement, terminable at will by either party. Under each
employment agreement, the Named Executive Officer is entitled to receive an
annual salary and an annual formula bonus based on achievement of Company
performance objectives and a discretionary bonus. If the employment of any of
the other Named Executive Officers is terminated other than for cause or resigns
voluntarily for good reason, the affected Named Executive Officer is entitled to
continue to receive his salary for twelve months plus any earned but unpaid
bonus.
If the employment of any of the Named Executive Officers is terminated by
reason of physical or mental disability, he is entitled to receive continued
salary less the amount of disability income benefits received by him and
continued coverage under group medical plans for 18 months. Each of the Named
Executive Officers is subject to certain non-competition, non-solicitation and
confidentiality provisions.
Change-of-Control Provisions
The TISM Stock Option Plan provides that upon a change in control of TISM,
the options granted to the Named Executive Officers shall become immediately
vested, but exercisable only as to an additional 20% per year. After a change in
control, however, should the Named Executive Officer terminate his employment
for good cause (as defined) or, if the Company terminates the Named Executive
Officer without good reason (as defined), all options shall become immediately
exercisable.
Deferred Compensation Plan
Domino's Pizza has adopted a deferred compensation plan for the benefit of
certain of its executive and managerial employees, including the Named Executive
Officers. Under the plan, eligible employees are permitted to defer up to 40% of
their compensation. The Company does not match contributions. The amounts under
the plan are required to be paid out upon termination of employment or a change
in control of Domino's Pizza.
61
Senior Executive Deferred Bonus Plan
Prior to TISM's recapitalization in December 1998, Domino's Pizza entered
into bonus agreements with Messrs. Silverman and Soignet. The bonus agreements,
as amended, provided for bonus payments, a portion of which were payable in cash
upon the closing of the recapitalization and a portion of which were deferred
under the Senior Executive Deferred Bonus Plan. Domino's Pizza adopted the
Senior Executive Deferred Bonus Plan, effective December 21, 1998, which
established deferred bonus accounts for the benefit of the two executives listed
above. Domino's Pizza must pay the deferred amounts in each account to the
respective executive upon the earlier of (i) a change of control, (ii) a
qualified public offering, (iii) the cancellation or forfeiture of stock options
held by such executive, or (iv) ten years and 180 days after December 21, 1998.
If the plan is terminated, deferred bonus accounts to the participating
executives may be paid at that time or may be paid as if the plan had continued
to be in effect.
Compensation Committee Interlocks and Insider Participation
The Company does not have a compensation committee. Compensation decisions
for 2002 regarding the Company's executive officers were made by the Board of
Directors. Mr. Brandon participated in discussions with the Board of Directors
concerning executive officer compensation.
62
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholders Matters.
All of Domino's issued and outstanding common stock is owned by TISM. As
of December 29, 2002, the issued and outstanding capital stock of TISM consists
of (i) 49,064,405 shares of Class A Common Stock, of which 9,641,874 shares are
Class A-1 Common Stock, par value $0.001 per share, 9,866,633 shares are Class
A-2 Common Stock, par value $0.001 per share, and 29,555,898 shares are Class
A-3 Common Stock, par value $0.001 per share, (ii) 5,422,305 shares of Class L
Common Stock, par value $0.001 per share, and (iii) 980,108 shares of 11.5%
Cumulative Preferred Stock, par value $0.001 per share, liquidation value $105
per share. Only Class A-1 Common Stock shares have voting rights. The Class L
Common Stock is the same as the Class A-1 Common Stock except that the Class L
Common Stock is nonvoting and is entitled to a preference over the Class A
Common Stock, with respect to any distribution by TISM to holders of its capital
stock, equal to the original cost of such share plus an amount which accrues at
a rate of 12% per annum, compounded quarterly. The Class L Common Stock is
convertible upon an initial public offering, or certain other dispositions, of
TISM into Class A Common Stock upon a vote of the Board of Directors of TISM.
The Cumulative Preferred Stock has no voting rights except as required by law.
The following table sets forth information with respect to ownership of
TISM Class A-1 Common Stock as of March 15, 2003 (i) by each person known to the
Company to own beneficially more than 5% of such class of securities, and (ii)
by each Director and Named Executive Officer, and (iii) all Directors and
executive officers as a group. Unless otherwise noted, to our knowledge, each of
such stockholders has sole voting and investment power as to the shares shown.
Amount and Nature of Percentage of Outstanding
Name and Address Beneficial Ownership Voting Securities
---------------- -------------------- -----------------
Principal Stockholders:
Bain Capital Fund VI, L.P. and Related Funds 4,724,518 (1) 49.0%
c/o Bain Capital, LLC
111 Huntington Avenue
Boston, Massachusetts 02199
Thomas S. Monaghan 2,595,008 26.9%
24 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
Directors and Named Executive Officers:
David A. Brandon*+ -- --
Harry J. Silverman* -- --
Michael D. Soignet* -- --
Patrick W. Knotts* -- --
J. Patrick Doyle* -- --
Andrew B. Balson+ 3,996,158 (2)** 41.4%
Dennis F. Hightower+ -- --
Mark E. Nunnelly+ 4,155,811 (3)** 43.1%
Robert M. Rosenberg+ -- --
Robert Ruggiero, Jr.+ 944,904 (4) 9.8%
All Directors and executive 53.2%
officers as a group (16 Persons)
63
+ Director
* Named Executive Officer
** Messrs. Balson and Nunnelly are Managing Directors of Bain Capital.
Amounts disclosed for Messrs. Balson and Nunnelly are also included
above in the amounts disclosed for Bain Capital Fund VI, L.P. and
related funds.
(1) Consists of (i) 1,849,036 shares of Class A-1 Common Stock owned by
Bain Capital Fund VI, L.P. ("Fund VI"), whose sole general partner is
Bain Capital Partners VI, L.P. ("BCP VI "), whose sole general partner
is Bain Capital Investors, LLC, a Delaware limited liability company
("BCI"), (ii) 2,104,694 shares of Class A-1 Common Stock owned by Bain
Capital VI Coinvestment Fund, L.P. ("Coinvest Fund"), whose sole
general partner is BCP VI, whose sole general partner is BCI, (iii)
6,164 shares of Class A-1 Common Stock owned by PEP Investments PTY
Ltd. ("PEP"), a New South Wales company limited by shares for which BCI
is Attorney-in-Fact, (iv) 161,215 shares of Class A-1 Common Stock
owned by BCIP Associates II ("BCIP II"), whose managing partner is BCI,
(v) 34,702 shares of Class A-1 Common Stock owned by BCIP Trust
Associates II ("BCIP Trust II"), whose managing partner is BCI, (vi)
26,043 shares of Class A-1 Common Stock owned by BCIP Associates II-B
("BCIP II-B"), whose managing partner is BCI, (vii) 10,221 shares of
Class A-1 Common Stock owned by BCIP Trust Associates II-B ("BCIP Trust
II-B"), whose managing partner is BCI, (viii) 50,349 shares of Class
A-1 Common Stock owned by BCIP Associates II-C ("BCIP II-C), whose
managing partner is BCI, (ix) 96,419 shares of Class A-1 Common Stock
owned by Sankaty High Yield Asset Partners, L.P., whose sole general
partner is Sankaty High Yield Asset Investors, LLC, whose sole managing
member is Sankaty Investors, LLC, whose sole managing member is Mr.
Jonathan S. Lavine, and (x) 385,675 shares of Class A-1 Common Stock
owned by Brookside Capital Partners Fund, L.P., whose sole general
partner is Brookside Capital Investors, L.P., whose sole general
partner is Brookside Capital Management, LLC, whose sole managing
member is Mr. Roy Edgar Brakeman, III.
(2) Consists of (i) 1,849,036 shares of Class A-1 Common Stock owned by
Fund VI, whose sole general partner is BCP VI, whose sole general
partner is BCI, of which Mr. Balson is a member, (ii) 2,104,694 shares
of Class A-1 Common Stock owned by Coinvest Fund, whose sole general
partner is BCP VI, whose sole general partner is BCI, of which Mr.
Balson is a member, (iii) 6,164 shares of Class A-1 Common Stock owned
by PEP, for which BCI, of which Mr. Balson is a member, is
Attorney-in-Fact, (iv) 26,043 shares of Class A-1 Common Stock owned by
BCIP II-B, a Delaware general partnership of which Mr. Balson or an
entity affiliated with him is a general partner and whose managing
partner is BCI, of which Mr. Balson is a member, and (v) 10,221 shares
of Class A-1 Common Stock owned by BCIP Trust II-B, a Delaware general
partnership of which an entity affiliated with Mr. Balson is a general
partner and whose managing partner is BCI, of which Mr. Balson is a
member. Mr. Balson disclaims beneficial ownership of any such shares in
which he does not have a pecuniary interest.
(3) Consists of (i) 1,849,036 shares of Class A-1 Common Stock owned by
Fund VI, whose sole general partner is BCP VI, whose sole general
partner is BCI, of which Mr. Nunnelly is a member, (ii) 2,104,694
shares of Class A-1 Common Stock owned by Coinvest Fund, whose sole
general partner is BCP VI, whose sole general partner is BCI, of which
Mr. Nunnelly is a member, (iii) 6,164 shares of Class A-1 Common Stock
owned by PEP, for which BCI, of which Mr. Nunnelly is a member, is
Attorney-in-Fact, (iv) 161,215 shares of Class A-1 Common Stock owned
by BCIP II, a Delaware general partnership of which Mr. Nunnelly or an
entity affiliated with him is a general partner and whose managing
partner is BCI, of which Mr. Nunnelly is a member, and (v) 34,702
shares of Class A-1 Common Stock owned by BCIP Trust II, a Delaware
general partnership of which an entity affiliated with Mr. Nunnelly is
a general partner and whose managing partner is BCI, of which Mr.
Nunnelly is a member. Mr. Nunnelly disclaims beneficial ownership of
any such shares in which he does not have a pecuniary interest.
(4) Mr. Ruggiero is an executive officer of the ultimate general partners
of J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity
Associates, L.P. and hereinafter referred to as "JPMP BHCA"), J.P.
Morgan Capital, L.P. (formerly known as J.P. Morgan Capital
Corporation and hereinafter referred to as "JPM Capital") and Sixty
Wall Street Fund, L.P. (hereinafter referred to as "Sixty WSF"). Mr.
Ruggiero is also a partner of J.P. Morgan Partners, LLC, an investment
adviser to JPMP BHCA, JPM Capital and Sixty WSF. JPMP BHCA is a member
of DP Investors I, LLC which holds 472,452 shares of Class A-1 Common
Stock. Each of JPM Capital and Sixty WSF holds 446,834 and 25,618
shares of Class A-1 Common Stock, respectively. Accordingly, Mr.
Ruggiero may be deemed the indirect beneficial owner of the voting
shares held by JPMP BHCA, JPM Capital and JPM Sixty WSF. Mr. Ruggiero
disclaims beneficial ownership of any such shares held by each of JPMP
BHCA, JPM Capital and Sixty WSF, except to the extent of his pecuniary
interest therein which is not readily determinable because it is
subject to several variables including without limitation, the
internal rates of returns and vesting of each of JPMP BHCA, JPM
Capital and Sixty WSF.
64
The following table sets forth information with respect to ownership of
TISM, Inc. non-voting securities as of March 15, 2003 by each Named Executive
Officer. Under certain circumstances these securities are convertible into
voting Class A-1 Common Stock.
Class A-3 Class L
Name Common Stock Common Stock Preferred Stock
---- ------------ ------------ ---------------
David A. Brandon 400,000 44,444 -
Harry J. Silverman 100,000 - 1,425
Michael D. Soignet 100,000 - 1,425
Patrick W. Knotts - - -
J. Patrick Doyle 27,276 3,031 594
Item 13. Certain Relationships and Related Transactions.
Stockholders Agreement
In connection with the Recapitalization, TISM, certain of its
subsidiaries, including the Company, and all of the equity holders of TISM
(including the Bain Capital funds), entered into a stockholders agreement that,
among other things, provides for tag-along rights, drag-along rights,
registration rights, restrictions on the transfer of shares held by parties to
the stockholders agreement and certain preemptive rights for certain
stockholders. Under the terms of the stockholders agreement, the approval of the
Bain Capital funds will be required for TISM, its subsidiaries, including the
Company, and its stockholders to take various specified actions, including major
corporate transactions such as a sale or initial public offering, acquisitions,
divestitures, financings, recapitalizations and mergers, as well as other
actions such as hiring and firing senior managers, setting management
compensation and establishing capital and operating budgets and business plans.
Pursuant to the stockholders agreement and TISM's Articles of Incorporation, the
Bain Capital funds have the power to elect up to half of the Board of Directors
of TISM. The stockholders agreement includes customary indemnification
provisions in favor of controlling persons against liabilities under the
Securities Act.
Management Agreement
In connection with the Recapitalization, TISM and certain of its
subsidiaries entered into a management agreement with Bain Capital Partners VI,
L.P. pursuant to which it provides financial, management and operation
consulting services. In exchange for such services, Bain Capital Partners VI,
L.P. is entitled to an annual management fee of $2.0 million plus the reasonable
out-of-pocket expenses of Bain Capital Partners VI, L.P. and its affiliates. In
addition, in exchange for assisting the Company in negotiating the senior
financing for any recapitalization, acquisition or other similar transaction,
Bain Capital Partners VI, L.P. is entitled to a transaction fee equal to 1% of
the gross purchase price, including assumed liabilities, for such transaction,
irrespective of whether such senior financing is actually committed or drawn
upon. The management agreement will continue in effect as long as Bain Capital
Partners VI, L.P. continues to provide such services. The management agreement,
however, may be terminated (i) by mutual consent of the parties, (ii) by either
party following a material breach of the management agreement by the other party
and the failure of such other party to cure the breach within thirty days of
written notice of such breach or (iii) by Bain Capital Partners VI, L.P. upon
sixty days written notice. The management agreement includes customary
indemnification provisions in favor of Bain Capital Partners VI, L.P. and its
affiliates. Messrs. Balson and Nunnelly are managing directors of Bain Capital,
an affiliate of Bain Capital Partners VI, L.P.
Financing Arrangements
An affiliate of J.P. Morgan Capital Corporation, a TISM stockholder,
provided the following services to the Company on terms which we believe are no
less favorable than obtainable from an unrelated third party. During 2002 and in
connection with the consummation of our new senior credit facility, this
affiliate provided financing services for which they were paid approximately
$2.3 million in financing fees. This affiliate also receives commitment and
letters of credit fees for their ratable portion of the senior credit facility.
A separate affiliate is also counterparty to our $70.0 million interest rate
collar agreement which expires in June 2003. Mr. Ruggiero is a partner of J.P.
Morgan Partners, LLC, an affiliate of J.P. Morgan Capital Corporation.
65
Shareholder Indemnification of Legal Settlement
In 2000, the Company settled a lawsuit in which the Company paid the
plaintiffs $5.0 million for a full release of all related claims. Thomas S.
Monaghan, a principal stockholder, agreed to indemnify TISM for 80% of all
related legal settlements. Mr. Monaghan paid $4.0 million to the Company in 2000
and $521,000 in 2002 in accordance with this indemnification agreement. Mr.
Monaghan has no further obligations under this indemnification agreement.
Lease Agreement
In connection with the Recapitalization in 1998, Domino's Pizza LLC
entered into a new lease agreement with Domino's Farms with respect to its World
Resource Center and Michigan distribution center. The lease provided for lease
payments of $4.3 million in the first year, increasing annually to approximately
$4.5 million in the fifth year. Thomas S. Monaghan, a TISM shareholder and
former director of TISM and Domino's, is the ultimate general partner of
Domino's Farms.
In August of 2002, the Company amended the aforementioned lease agreement
with Domino's Farms. The new lease provides for no lease payments in the first
year, lease payments of approximately $5.0 million in the second year,
increasing annually to approximately $6.2 million in the tenth year. We believe
that this lease, as amended, is on terms no less favorable than are obtainable
from unrelated third parties.
Contingent Note Payable
TISM is contingently liable to pay Thomas S. Monaghan and his wife an
amount not to exceed approximately $15 million under a note payable, plus 8%
interest per annum beginning in 2003, in the event the majority stockholders of
TISM sell a certain percentage of their TISM common stock to an unaffiliated
party.
Consulting Agreement with Thomas S. Monaghan
In connection with the Recapitalization, Mr. Monaghan entered into a
consulting agreement that has a term of ten years, is terminable by either the
Company or Mr. Monaghan upon thirty days prior written notice, and may be
extended or renewed by written agreement. Under the consulting agreement, Mr.
Monaghan may be required to make himself available to Domino's Pizza on a
limited basis. Mr. Monaghan received a retainer of $1.0 million for the first
twelve months of the agreement and was entitled to receive $500,000 per year for
the remainder of the term of the agreement. The agreement provided that upon
termination for any reason, the Company would pay Mr. Monaghan a lump sum
payment equal to the full amount of the retainer for the remainder of the term.
During 2002, we terminated the consulting agreement in exchange for a payment of
approximately $2.9 million. As a consultant, Mr. Monaghan was entitled to
reimbursement of travel and other expenses incurred in performance of his duties
but is not entitled to participate in any of our employee benefit plans or other
benefits or conditions of employment available to our employees.
Item 14. Controls and Procedures.
Within 90 days prior to the date of the filing of this report, the
Company's Chief Executive Officer and Chief Financial Officer conducted an
evaluation of the effectiveness, design and operation of the Company's
disclosure controls and procedures as defined in Exchange Act Rule 13a-14. Based
upon that evaluation, such officers concluded that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed is recorded, processed, summarized, and reported in a timely manner.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referred to above.
66
Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements: The following financial statements of
Domino's, Inc. are included in Item 8, "Financial Statements and
Supplementary Data":
Report of Independent Accountants
Consolidated Balance Sheets as of December 30, 2001 and December
29, 2002
Consolidated Statements of Income for the Years Ended December
31, 2000, December 30, 2001 and December 29, 2002
Consolidated Statements of Comprehensive Income for the Years
Ended December 31, 2000, December 30, 2001 and December 29,
2002
Consolidated Statements of Stockholder's Deficit for the Years
Ended December 31, 2000, December 30, 2001 and December 29,
2002
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, December 30, 2001 and December 29, 2002
Notes to Consolidated Financial Statements
2. Financial Statement Schedules: The following financial statement
schedule is attached to this report.
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable, not required,
or the information is included in the financial statements or the notes thereto.
3. Exhibits: Certain of the following Exhibits have been previously filed
with the Securities and Exchange Commission pursuant to the requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934. Such exhibits
are identified by the parenthetical references following the listing of each
such exhibit and are incorporated herein by reference.
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger dated as of September 25, 1998
(incorporated by reference to Exhibit 2.1 of registrant's
registration statement on Form S-4 filed with Securities and
Exchange Commission on May 12, 1999 (registration no: 333-74797),
(the "S-4")).
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of November
24, 1998 (S-4, Exhibit 2.2).
2.3 Amendment No. 2 to Agreement and Plan of Merger dated as of November
24, 1998 (S-4, Exhibit 2.3).
2.4 Amendment No. 3 to Agreement and Plan of Merger dated December 18,
1998 (S-4, Exhibit 2.4).
2.5 Certificate of Merger for Domino's Pizza LLC and DP CA Comm Inc. and
DP CA Corp Inc. dated December 26, 2001 (incorporated by reference
to Exhibit 2.5 of the registrant's annual report on Form 10-K for
the fiscal year ended December 30, 2001, (the "2001 10-K")).
3.1 Domino's, Inc. Amended and Restated Certificate of Incorporation
(S-4, Exhibit 3.1).
3.2 Domino's, Inc. Amended and Restated By-Laws (S-4, Exhibit 3.2).
67
4.1 Stockholders Agreement dated as of December 21, 1998 by and among TISM,
Inc., Domino's, Inc., Bain Capital Fund VI, L.P., Bain Capital VI
Coinvestment Fund, L.P., BCIP, PEP Investments PTY Ltd., Sankaty High
Yield Asset Partners, L.P., Brookside Capital Partners Fund, L.P.,
RGIP, LLC, DP Investors I, LLC, DP Investors II, LLC, J.P. Morgan
Capital Corporation, Sixty Wall Street Fund, L.P., DP Transitory
Corporation, Thomas S. Monaghan, individually and in his capacity as
trustee, and Marjorie Monaghan, individually and in her capacity as
trustee, Harry J. Silverman, Michael D. Soignet, Stuart K. Mathis,
Patrick Kelly, Gary M. McCausland and Cheryl Bachelder (S-4, Exhibit
10.5).
4.2 Indenture dated as of December 21, 1998 by and among Domino's Inc.,
Domino's Pizza, Inc., Metro Detroit Pizza, Bluefence, Inc., Domino's
Pizza International, Inc., Domino's Pizza International Payroll
Services, Inc., Domino's Pizza-Government Services Division, Inc. and
IBJ Schroder Bank and Trust Company (S-4, Exhibit 4.1).
4.3 Supplemental Indenture dated as of June 7, 2000 (incorporated by
reference to Exhibit 10.2 of the registrant's quarterly report on Form
10-Q for the fiscal quarter ended September 10, 2000).
4.4 Registration Rights Agreement dated as of December 21, 1998 by and
among Domino's, Inc., Domino's Pizza, Inc., Metro Detroit Pizza, Inc.,
Bluefence, Inc., Domino's Pizza International, Inc., Domino's Pizza
International Payroll Services, Inc., Domino's Pizza-Government
Services Division, Inc., J.P. Morgan Securities, Inc. and Goldman,
Sachs & Co. (S-4, Exhibit 4.2).
10.1 Amended and Restated Purchase Agreement dated December 21, 1998 by and
among Domino's Inc., Domino's Pizza, Inc., Metro Detroit Pizza, Inc.,
Bluefence, Inc., Domino's Pizza International, Inc., Domino's Pizza
International Payroll Services, Inc., Domino's Pizza-Government
Services Division, Inc., J.P. Morgan Securities, Inc. and Goldman,
Sachs & Co. (S-4, Exhibit 10.1).
10.2 Consulting Agreement dated December 21, 1998 by and between Domino's
Pizza, Inc. and Thomas S. Monaghan (S-4, Exhibit 10.2).
10.3 Lease Agreement dated as of December 21, 1998 by and between Domino's
Farms Office Park Limited Partnership and Domino's Pizza, Inc. (S-4,
Exhibit 10.3).
10.4 Amendment, dated February 7, 2000, to Lease Agreement dated December
21, 1998 by and between Domino's Farms Office Park Limited Partnership
and Domino's Pizza, Inc. (incorporated by reference to Exhibit 10.32 of
the registrant's annual report on Form 10-K for the year ended December
31, 2000, (the "2000 10-K")).
10.5 First Amendment to a Lease Agreement between Domino's Farms Office
Park, L.L.C. and Domino's Pizza, LLC, dated as of August 8, 2002, by
and between Domino's Farms Office Park L.L.C. and Domino's Pizza, LLC.
10.6 Management Agreement by and among TISM, Inc., each of its direct and
indirect subsidiaries and Bain Capital Partners VI, L.P. (S-4, Exhibit
10.4).
10.7 Senior Executive Deferred Bonus Plan of Domino's, Inc. dated as of
December 21, 1998 (S-4, Exhibit 10.6).
10.8 Domino's Pizza, Inc. Deferred Compensation Plan adopted effective
January 4, 1999 (S-4, Exhibit 10.7).
10.9 Domino's Pizza, Inc. Amendment to the Deferred Compensation Plan
(incorporated by reference to Exhibit 10.8 of the registrant's annual
report on Form 10-K for the year ended January 2, 2000, (the "1999
10-K")).
68
10.10 Credit Agreement dated as of December 21, 1998 by and among Domino's,
Inc., Bluefence, Inc., J.P. Morgan Securities, Inc., Morgan Guaranty
Trust Company of New York, Bank One and Comerica Bank (S-4, Exhibit
10.15).
10.11 First Amendment, dated as of February 10, 1999, to Credit Agreement,
dated as of December 21, 1998, as amended. (2000 10-K, Exhibit 10.28).
10.12 Second Amendment, dated as of April 16, 1999, to Credit Agreement,
dated as of December 21, 1998, as amended. (2000 10-K, Exhibit 10.29).
10.13 Third Amendment, dated as of July 17, 2000, to Credit Agreement, dated
as of December 21, 1998, as amended (incorporated by reference to
Exhibit 10.3 of the registrant's quarterly report on Form 10-Q/A for
the fiscal quarter ended September 10, 2000).
10.14 Borrower Pledge Agreement dated as of December 21, 1998 by and among
Domino's, Inc., Bluefence, Inc. and Morgan Guaranty Trust Company of
New York, as Collateral Agent (S-4, Exhibit 10.16).
10.15 Borrower Security Agreement dated as of December 21, 1998 by and among
Domino's, Inc., Bluefence, Inc. and Morgan Guaranty Trust Company of
New York, as Collateral Agent (S-4, Exhibit 10.18).
10.16 Credit agreement, dated as of July 29, 2002, among Domino's, Inc. and
Domino's Franchise Holding Co. (f/k/a Bluefence, Inc.) as borrowers,
TISM, Inc., as Guarantor, the lenders listed herein, as lenders, J.P.
Morgan Securities Inc., as arranger, JPMorgan Chase Bank, as
administrative agent, Bank One, NA, as syndication agent, and Comerica
Bank, as documentation agent (incorporated by reference to Exhibit
10.40 of the registrant's current report on Form 8-K dated July 29,
2002).
10.17 Pledge agreement, dated as of July 29, 2002, among Domino's, Inc.,
Domino's Franchise Holding Co., TISM, Inc., Domino's Pizza LLC,
Domino's Pizza International, Inc., Domino's Pizza Government Services
Division, Inc., Domino's Pizza International Payroll Services, Inc.
Domino's Pizza PMC, Inc., Domino's Pizza California LLC and JPMorgan
Chase Bank as Collateral Agent
10.18 Security agreement, dated as of July 29, 2002, among Domino's, Inc.,
Domino's Franchise Holding Co., TISM, Inc., Domino's Pizza LLC,
Domino's Pizza International, Inc., Domino's Pizza Government Services
Division, Inc., Domino's Pizza International Payroll Services, Inc.
Domino's Pizza PMC, Inc., Domino's Pizza California LLC and JPMorgan
Chase Bank as Collateral Agent
10.19 TISM, Inc. Third Amended and Restated Stock Option Plan (1999 10-K,
Exhibit 10.23).
10.20 First Amendment to the TISM, Inc. Third Amended and Restated Stock
Option Plan (incorporated by reference to Exhibit 10.2 of the
registrant's quarterly report on Form 10-Q for the fiscal quarter ended
June 18, 2000).
10.21 Settlement Letter, dated March 23, 2000, between TISM, Inc. and Thomas
S. Monaghan. (2000 10-K, Exhibit 10.33).
10.22 Employment Agreement dated as of March 31, 1999 between David A.
Brandon and TISM, Inc., Domino's Inc. and Domino's Pizza, Inc. (S-4,
Exhibit 10.21).
10.23 Employment Agreement dated as of January 1, 2002 between Domino's Pizza
LLC and Harry J. Silverman (2001 10-K, Exhibit 10.36).
10.24 Employment Agreement dated as of January 1, 2002 between Domino's Pizza
LLC and Patrick W. Knotts (2001 10-K, Exhibit 10.37).
69
10.25 Employment Agreement dated as of January 1, 2002 between Domino's Pizza
LLC and Michael D. Soignet (2001 10-K, Exhibit 10.38).
10.26 Employment Agreement dated as of January 1, 2002 between Domino's Pizza
LLC and J. Patrick Doyle (2001 10-K, Exhibit 10.39).
10.27 Time sharing agreement, dated as of December 2, 2002, between Domino's
Pizza LLC and David A. Brandon.
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated March 22, 2002. (2001 10-K, Exhibit 16.1).
21.1 Domino's, Inc. significant subsidiaries
99.1 Risk Factors
99.2 Certification by David A. Brandon pursuant to Section 1350, Chapter 63
of Title 18, United States Code, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.3 Certification by Harry J. Silverman pursuant to Section 1350, Chapter
63 of Title 18, United States Code, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
__________
(b) Reports on Form 8-K.
The following report on Form 8-K was filed on October 22, 2002 and was the
only report on Form 8-K filed during the fiscal quarter ended December 29, 2002:
Statement of Chief Executive Officer, dated October 22, 2002, pursuant to
Securities and Exchange Commission Order 4-460, dated June 27, 2002, and
Statement of Chief Financial Officer, dated October 22, 2002, pursuant to
Securities and Exchange Commission Order 4-460, dated June 27, 2002.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report has been sent to security holders covering the
registrant's last fiscal year and no proxy materials have been sent to more than
10 of the registrant's security holders during the registrant's last fiscal
year.
70
Report of Independent Accountants
To Domino's, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated February 3, 2003 of Domino's, Inc. (which report and consolidated
financial statements are included in this Form 10-K) also included an audit of
the financial statement schedule listed in Item 15 of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 3, 2003
71
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
DOMINO'S, INC. and SUBSIDIARIES
(In Thousands)
Balance * Additions / Balance
Beginning Provision Deductions Translation End of
of Year (Benefit) from Reserves Adjustments Year
------- --------- ------------- ----------- ----
Allowance for doubtful accounts receivable
2002 $6,071 $ 650 $(3,036) $ 79 $3,764
2001 3,561 2,955 (345) (100) 6,071
2000 2,444 1,996 (827) (52) 3,561
Allowance for doubtful notes receivable
2002 3,493 (1,091) 1,275 7 3,684
2001 3,141 41 311 - 3,493
2000 3,537 205 (601) - 3,141
____________
* Consists primarily of write-offs, recoveries of bad debt and certain
reclassifications.
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Ann Arbor, State of Michigan on the 25th day of March, 2003.
DOMINO'S, INC.
/s/ Harry J. Silverman
-------------------------
Harry J. Silverman
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 25, 2003.
/s/ David A. Brandon
---------------------------
David A. Brandon Chairman, CEO and Director
(Principal Executive Officer)
/s/ Harry J. Silverman
---------------------------
Harry J. Silverman Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Andrew B. Balson
---------------------------
Andrew B. Balson Director
/s/ Dennis F. Hightower
---------------------------
Dennis F. Hightower Director
/s/ Mark E. Nunnelly
---------------------------
Mark E. Nunnelly Director
/s/ Robert M. Rosenberg
---------------------------
Robert M. Rosenberg Director
/s/ Robert Ruggiero, Jr.
---------------------------
Robert Ruggiero, Jr. Director
73
CERTIFICATION OF CHIEF EXECUTIVE OFFICER, DOMINO'S, INC.
I, David A. Brandon, Chief Executive Officer, Domino's, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Domino's, Inc.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
March 25, 2003 /s/ David A. Brandon
------------------ --------------------------
Date David A. Brandon
Chief Executive Officer
74
CERTIFICATION OF CHIEF FINANCIAL OFFICER, DOMINO'S, INC.
I, Harry J. Silverman, Chief Financial Officer, Domino's, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Domino's, Inc.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
March 25, 2003 /s/ Harry J. Silverman
------------------ --------------------------
Date Harry J. Silverman
Chief Financial Officer
75