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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 30, 2001
-----------------
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:
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 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, 2002, there were 10 shares of the registrant's common stock
outstanding.
TABLE OF CONTENTS
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PART I Page No.
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Item 1. Business. 2
Item 2. Properties. 12
Item 3. Legal Proceedings. 12
Item 4. Submission of Matters to a Vote of Security Holders. 12
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters. 13
Item 6. Selected Financial Data. 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation. 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 22
Item 8. Financial Statements and Supplementary Data. 23
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. 48
PART III
Item 10. Directors and Executive Officers of the Registrant. 48
Item 11. Executive Compensation. 51
Item 12. Security Ownership of Certain Beneficial Owners and
Management. 55
Item 13. Certain Relationships and Related Transactions. 57
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on
Form 8-K. 59
1
PART I
ITEM 1. BUSINESS.
Domino's, Inc. (referred to as "the Company", "Domino's", or in the
first person notations of "we", "us" and "our"), was incorporated under the
laws of the State of Delaware in 1991. We operate and franchise pizza delivery
and carry-out restaurants under the Domino's Pizza(R) trademark. We operate
through a worldwide network of more than 7,000 franchise and Company-owned
stores located throughout the United States and 65 international markets. We
also operate 18 regional distribution centers in the contiguous United States
as well as distribution centers in Alaska, Hawaii, Canada, the Netherlands and
France. We generated retail pizza sales from Company-owned and franchised
stores throughout our worldwide system ("system-wide sales") of approximately
$3.8 billion for the fiscal year ended December 30, 2001. System-wide sales by
our domestic franchise and domestic Company-owned stores accounted for more
than 19% of the United States pizza delivery market in 2001. Domino's is the
leading pizza delivery company in the world.
We offer a focused menu of high quality, value priced pizza with three
types of crust (Hand-Tossed, Thin Crust and Deep Dish), along with buffalo
wings, bread sticks, cheesy bread, CinnaStix(R) and Coca-Cola(R)
products. Our hand-tossed pizza is made from fresh dough produced in our
regional distribution centers. We prepare every pizza using real cheese, pizza
sauce made from fresh tomatoes and a choice of high quality meat and vegetable
toppings in generous portions. Our focused menu and use of premium ingredients
enable us to consistently and efficiently produce the highest quality pizza.
Over the 41 years since our founding, we have developed a simple,
cost-efficient model. We offer a limited menu, our stores are designed for
delivery and carry-out and we do not generally offer dine-in service. As a
result, our stores require relatively small, lower rent locations and limited
capital expenditures. Outside the United States, we generally follow the same
operating model with some adaptations to local eating habits and consumer
preferences. Our simple operating model helps to maintain consistent food
quality and minimizes store expenses and capital commitments.
Domino's operates three business segments:
. Domestic Stores, consisting of: domestic corporate operations, which
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operates our domestic network of 519 Company-owned stores, and
domestic franchise operations, which oversees our domestic network of
4,294 franchise stores; and
. Domestic Distribution, which operates our 18 regional distribution
---------------------
centers and one equipment and supply distribution center in the
contiguous United States that distribute food, equipment and supplies
to our domestic stores and equipment to our international stores; and
. International, which oversees our network of 2,243 franchise stores
-------------
in 65 international markets, including Alaska, Hawaii, Puerto Rico,
the United States Virgin Islands and Guam, and operates 14
Company-owned stores in the Netherlands and two Company-owned stores
in France. International also distributes food to certain markets
from distribution centers in Alaska, Hawaii, Canada, the Netherlands
and France.
INDUSTRY OVERVIEW
The United States pizza market had sales of approximately $32.8 billion
in 2001. This market has three segments: dine-in, carry-out and delivery. We
focus on the delivery segment, which accounted for approximately $12.1 billion
or approximately 37% of the total United States pizza market in 2001. Pizza
delivery has been the fastest growing segment of this market, growing at a
compound annual rate of 7.6% between 1999 and 2001, as compared to growth of
3.4% for the carry-out segment and a decline of 3.4% for the dine-in segment
over the same period.
2
Historically, domestic pizza delivery sales have shown long-term,
stable growth even during difficult economic times. During the economic
slowdown in 2001, the pizza delivery segment grew at a rate of 5.9%. We believe
that the growth and stability of the pizza delivery market will persist as a
result of several continuing demographic factors. In particular, we believe
that longer work schedules and the increasing prevalence of dual career
families have led to rapid growth in the demand for delivered food. We believe
that delivered pizza is well positioned to capitalize on these trends as other
food products have difficulty matching the combination of value, quality,
consistency and convenience of delivered pizza.
COMPETITIVE STRENGTHS
Leading Market Position. With system-wide sales accounting for more
than 19% of the United States pizza delivery market in 2001, Domino's is the
leading pizza delivery company in the United States. Outside the United States,
we generally are the market share leader or are a strong number two in the key
markets where we compete. Our leadership positions in these key markets and our
strong global presence provide significant cost and marketing advantages
relative to our delivery competitors.
Strong Brand Equity. Our brand name is widely recognized by consumers
in the United States as the leader in pizza delivery. Over the past five years,
Domino's and its franchisees have invested an estimated $1.1 billion on
national and local market level advertising in the United States. We continue
to reinforce the strength of our brand name recognition with extensive
advertising through national, market level and local television, print and
direct mail campaigns. Domino's Pizza is consistently one of Ad Age's "100
Megabrands," a list which includes other prominent brands such as Southwest
Airlines(R), Wal-Mart(R), Microsoft(R) and Home Depot(R).
Focused and Cost-efficient Operating System. We have focused on pizza
delivery since our founding in 1960. Over this time, we have developed a
simple, cost-efficient operating system for producing a streamlined menu and
delivery system. Our limited menu, efficient food production processes
supported by our distribution system and extensive employee training programs
allow us to produce our pizza in approximately ten minutes. The simplicity and
efficiency of our store operations gives us significant advantages over
competitors that also participate significantly in the carry-out or dine-in
segments of the pizza market and, as a result, have more complex operations.
Consequently, we believe these competitors have a difficult time matching
Domino's value, quality and consistency in the delivery segment. Additionally,
this focus on simplicity and efficiency has led to impressive customer
satisfaction results. In 2001, Domino's Pizza ranked second overall in customer
service in the quick service restaurant ("QSR") category according to the
American Customer Satisfaction Index, a survey conducted by the University of
Michigan and the National Quality Research Center. Our improvement from the
2000 survey was the single greatest year-over-year improvement ever recorded in
this QSR survey.
Minimal Capital Requirements. We have minimal capital expenditure and
working capital requirements. Our capital expenditures are low because we focus
on delivery and because our franchisees fund capital expenditures for their
stores. Since our stores do not generally offer dine-in service, they do not
require expensive restaurant facilities, are relatively small (1,000-1,300
square feet) and are inexpensive to build and furnish as compared to other QSR
establishments. A new Domino's Pizza store typically requires $150,000 to
$300,000 in initial capital, far less than the typical establishments of many
of our major competitors. Because approximately 89% of our domestic stores are
franchised and nearly 100% of our international stores are franchised, our
share of system-wide capital expenditures is small. In addition, Domino's
requires minimal working capital as we collect more than 97% of our royalties
from domestic franchisees within three weeks of when the royalty is generated,
collect approximately 96% of Distribution receivables within 15 days of the
related sale and generally achieve approximately 40 - 50 inventory turns per
year in our regional distribution centers. We believe these minimal working
capital requirements are advantageous for funding our continued growth.
Strong Franchise Relationships. We believe that our strong
relationships with franchisees are a critical component of our success. We
support our franchisees by providing brand/sales building programs, employee
training, financial incentives and infrastructure support. We employ an
owner-operator model that results in our franchisees owning an average of three
stores, considerably fewer than most franchise models. Our strong cooperation
with our franchisees is demonstrated by an approximately 98% voluntary
participation rate in our Domestic Distribution system and strong franchisee
participation in cooperative advertising programs. We generally experience a
franchise contract renewal rate of over 99% and 112 new franchisees entered our
domestic system in 2001. We believe our franchise system will continue to be a
growing component of our business.
3
Efficient National Distribution System. We operate a network of 18
regional distribution centers. Each distribution center is generally located
within a 300-mile radius of the domestic stores it serves. We take advantage of
volume purchasing of food and supplies, to provide consistency, efficiencies of
scale and low cost distribution. Our distribution system has an on-time
accuracy rate of approximately 99% which allows our store managers to focus on
store operations and customer service.
BUSINESS STRATEGY
As our vision statement emphasizes, we are "Exceptional people on a
mission to be the best pizza delivery company in the world!" Our business
strategy has been to grow revenues and profitability by focusing on our
delivery expertise: prompt delivery of high quality food products, operational
excellence and brand recognition through strong promotional advertising. This
strategy has resulted in our leading pizza delivery market position and strong
track record of profitable growth. We intend to achieve further growth and
strengthen our competitive position through the continued implementation of
this strategy and the following initiatives:
Focus on Core Competencies. We believe four core competencies are
crucial to our future growth:
. PeopleFirst - our initiative to attract and retain high quality
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team members throughout our system. Our desired outcomes are to
reduce turnover and maintain continuity in our workforce.
. Build the Brand - our initiative to strengthen and build on our
---------------
strong brand equity. Our desired outcomes are to accelerate growth,
be the brand of first choice for consumers worldwide, create
competitive advantages and deliver consistent results.
. Maintain High Standards - our initiative to elevate and maintain
-----------------------
quality throughout our system. Our desired outcomes are to make
quality a competitive advantage, have consistency in execution,
control costs and support our stores.
. Flawless Execution - our initiative to perfect our operations. Our
------------------
desired outcomes are to maintain the best operating model, make our
team members a competitive advantage, operate our stores with smart
hustle and align ourselves with our franchisees.
We have streamlined our organization and structured our operations,
marketing and support services to achieve these objectives.
Capitalize on Strong Industry Dynamics. We believe that the pizza
delivery market will continue to show strong growth and stability as a result
of several positive demographic trends. These long-term trends include more
dual career families, longer work weeks and increased consumer emphasis on
convenience. In addition, we believe that the low cost and high value of
delivered pizza will support continued industry growth even during an economic
slowdown. Domino's is well positioned to take advantage of these dynamics,
given our market leadership position, strong brand name and cost-efficient
operating model.
Leverage Market Leadership Position and High Brand Awareness. Domino's
is the leading pizza delivery company in the United States. System-wide sales
by our Domestic Stores accounted for more than 19% of the United States pizza
delivery market in 2001. Our market leadership position and strong brand give
us significant marketing strength relative to many of our competitors. We
believe strong brand recognition is important in the pizza delivery industry
because consumer decisions are strongly influenced by brand awareness. We
intend to continue investments that promote our brand name and enhance our
recognition as the leader in pizza delivery.
Expand Store Base. We plan to continue expanding our base of
traditional domestic stores, enter new domestic markets and increase our
network of international stores. We also plan to continue investigating and
capitalizing on opportunities to grow in non-traditional markets (e.g. rural
markets, convenience stores, stadiums, etc...). We also plan to continually
evaluate our mix of Company-owned and franchised stores and take advantage of
opportunities to increase shareholder value by refranchising certain markets
while acquiring franchise stores in other markets.
4
COMPANY HISTORY
Thomas S. Monaghan founded the Company in 1960. Prior to December 1998,
Domino's was a wholly-owned subsidiary of Domino's Pizza LLC (formerly known as
Domino's Pizza, Inc.) ("Domino's Pizza"). During December 1998, prior to the
recapitalization described below, Domino's Pizza distributed its ownership
interest in Domino's to TISM, Inc. ("TISM"), Domino's current parent company.
TISM then contributed its ownership interest in Domino's Pizza, which had been
a wholly-owned subsidiary of TISM, to Domino's, effectively converting Domino's
from a subsidiary of Domino's Pizza to the parent company of Domino's Pizza.
On December 21, 1998, investors, including funds associated with Bain
Capital, Inc. ("Bain Capital"), management and others (collectively, the
"Investor Group"), acquired a controlling interest in Domino's through a
recapitalization of TISM that resulted in the reorganization and acquisition of
Domino's by the Investor Group from Thomas S. Monaghan and certain members of
his family (collectively, the "Original Stockholders") (the
"Recapitalization"). The Investor Group invested $229.2 million to acquire
common stock of TISM, which represented approximately 93% of its outstanding
common stock immediately following the Recapitalization, and $101.1 million to
acquire cumulative preferred stock of TISM, which represented 100% of its
outstanding preferred stock immediately following the Recapitalization. The
Original Stockholders held a 7% economic equity interest and a 36.3% voting
equity interest in TISM immediately following the Recapitalization. The
Original Stockholders received $903.2 million for their remaining common stock
and TISM contingent notes payable for up to an aggregate of $15 million in
certain circumstances upon the sale or transfer to non-affiliates by Bain
Capital of more than 50% of their initial common stock ownership in TISM.
Thomas S. Monaghan was also paid $50 million under a covenant not-to-compete.
The Recapitalization and related expenses were financed in part through
the investments of the Investor Group described above and borrowings under a
new senior credit facility with aggregate availability of $545 million,
consisting of $445 million in term loans and a revolving credit facility of up
to $100 million, and the sale of $275 million of 10 3/8% Senior Subordinated
Notes due in 2009.
OPERATIONS
General. We believe our operating model is different from other pizza
competitors that are not focused primarily on delivery. Our business model has
competitive advantages, including production-oriented store design, efficient
and consistent operational processes, strategic locations to facilitate
delivery service, favorable store economics, a focused menu and a comprehensive
store audit program.
Production-Oriented Store Design. Our typical store is 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.
Our stores are primarily production facilities and, accordingly, do not
generally have a dine-in section.
Efficient and Consistent Operational Processes. Each store executes an
operational process which 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
ten minutes. This simple and focused operational process has been achieved
through years of continuous improvement, resulting in a high level of
efficiency.
Strategic Locations. We locate our stores strategically to facilitate
quality delivery service to our customers. The majority of our stores are
located in populated areas in or adjacent to large or mid-size cities, on or
near college campuses or military bases. The majority of our stores serve
approximately 5,000 to 15,000 addresses. We use geographic information
software, which incorporates variables such as household count, traffic
volumes, competitor locations, household demographics and visibility, to
evaluate and identify potential store locations.
Favorable Store Economics. Because our stores do not generally offer
dine-in service or rely heavily on carry-out, the stores typically do not
require expensive real estate, are relatively small, and are inexpensive to
build-out and furnish as compared to many other QSR establishments. A new
Domino's Pizza store typically requires $150,000 to $300,000 in initial capital,
far less than many other QSR establishments. Our stores also benefit from lower
maintenance costs as store assets have long lives and updates are not frequently
required.
5
Focused Menu. We maintain a focused menu that is designed to present an
attractive, high quality offering to customers, while minimizing errors in the
order taking and food preparation process and expediting safe delivery. Our
basic menu has three simple components: pizza type, pizza size and pizza
toppings. Most stores carry two sizes of traditional Hand-Tossed, Thin Crust
and Deep Dish pizza. The typical store also offers buffalo wings, bread sticks,
cheesy bread, CinnaStix(R) and Coca-Cola(R) soft drink products. We also
occasionally offer new 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.
Comprehensive Store Audit Program. We utilize a comprehensive store
audit program to ensure that our domestic Company-owned and franchised stores
are meeting both our stringent standards as well as the expectations of our
customers. Additionally, it is our priority to ensure that every Domino's Pizza
store is operating in an efficient, consistent manner while maintaining the
highest standards of food quality and team member safety. In 2000, we developed
an improved store audit program that is focused on addressing certain areas
that we believe are critical to the operation of high quality Domino's Pizza
stores. Since the implementation of this improved comprehensive store audit
program, we have observed a direct correlation between stores that are improving
their audit scores and stores with increasing sales.
DIVISIONAL OVERVIEW
General. We operate three business segments: (i) Domestic Stores,
consisting of domestic corporate operations, which operates our domestic
network of 519 Company-owned stores, and domestic franchise operations, which
oversees our domestic network of 4,294 franchise stores; (ii) Domestic
Distribution, which operates 18 regional food distribution centers and one
equipment distribution center supplying food, equipment and supplies to our
Domestic Stores and equipment to our international stores; and (iii)
International, which oversees our network of 2,243 international franchise
stores in 65 international markets and operates 14 Company-owned stores in the
Netherlands and two Company-owned stores in France. International also
distributes food to certain markets from distribution centers in Alaska,
Hawaii, Canada, the Netherlands and France.
Domestic Stores. Our domestic network of Company-owned stores plays an
important strategic role in our predominately franchised system. In addition to
generating significant revenues and profits, we utilize 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 and store
operational improvements. We also believe that our domestic Company-owned
stores add economies of scale for advertising, marketing and other costs
traditionally borne by our franchisees. Domestic corporate operations is
divided into two geographic regions and is managed through eight field offices.
The field offices provide direct supervision over our domestic Company-owned
stores. Additionally, the field offices provide training, store operational
audits and marketing services for our domestic Company-owned stores.
Our domestic franchises are operated by highly qualified entrepreneurs
who own and operate an average of three stores. Our principal sources of
revenue from domestic franchise store operations are royalty payments based on
store sales and, to a much lesser extent, fees for store openings and
transfers.
Our domestic franchises are currently managed through three regional
offices located in Atlanta, Georgia, Santa Ana, California and Linthicum,
Maryland. The regional offices provide training, financial analysis, store
development, store operational audits and marketing services for our
franchisees. We maintain a close relationship and direct link with our
franchise stores through regional franchise teams, an array of computer-based
training materials that ensure franchise stores operate in compliance with
specified standards, and franchise advisory groups that facilitate
communications between us and our franchisees.
Domestic Distribution. Domestic Distribution operates distribution
centers that purchase, receive, store and deliver uniform, high-quality
pizza-related food products, supplies and equipment to Domestic Stores. Each
regional food distribution center serves an average of 267 stores, generally
located within a 300-mile radius.
6
Distribution services all of our domestic Company-owned stores and
approximately 98% of our domestic franchise stores. We believe that this
participation rate is particularly impressive and reflective of our world-class
distribution centers given the fact that our domestic franchisees have the
option of purchasing food, supplies and equipment from approved independent
suppliers. Distribution supplies products ranging from fresh dough, cheese and
basic food items to pizza boxes and cleaning supplies. Distribution drivers
generally unload supplies and stock store shelves after hours, thereby
minimizing disruption of store operations during peak hours. We believe that
franchisees choose to obtain supplies from us because we provide the most
efficient, convenient and cost-effective alternative.
Distribution offers a profit-sharing arrangement to stores that
purchase 100% of their food and supplies from Distribution. All of our
domestic Company-owned stores and substantially all domestic franchise stores
buying from Distribution participate in our profit-sharing program. We believe
these arrangements strengthen our ties with these franchisees, secure a stable
source of revenue and profits for the Company and provide incentives for
franchisees to work closely with us to reduce costs. These profit-sharing
arrangements provide domestic Company-owned stores and participating
franchisees with 50% of their regional distribution center's pre-tax profits.
Distribution paid out approximately $37.8 million to franchisees participating
in the profit-sharing program in 2001.
Distribution's information systems are an integral part of its superior
customer service. Distribution employs routing strategies to maximize on-time
deliveries, utilizing software to determine store routes on a daily basis for
optimal efficiency. Through our strategic distribution center locations and
proven routing systems, we achieved on-time delivery rates of approximately
99% in 2001.
International. International oversees our network of 2,243 franchise
stores in 65 international markets and operates 14 Company-owned stores in the
Netherlands and two Company-owned stores in France. International also
distributes food to certain markets from distribution centers in Alaska,
Hawaii, Canada, the Netherlands and France.
We have over 400 franchise stores in Mexico, representing the largest
presence of any QSR company in Mexico, more than 200 franchise stores in each
of Canada and the United Kingdom and over 100 franchise stores in each of
Australia, Japan, South Korea and Taiwan. The principal sources of revenues
from international operations are royalty payments based on sales from
franchisees and, to a lesser extent, food sales to franchisees and fees from
master franchise agreements and store openings.
We generally grant international franchises through master franchise
agreements to entities that have extensive knowledge of the local markets.
These master franchise agreements generally grant the franchisee exclusive
rights to develop or sub-franchise stores and distribution centers in a
particular geographic area and contain growth clauses requiring franchisees to
open a minimum number of stores within a specified period. In a small number
of countries, we franchise directly to individual store operators.
FRANCHISE PROGRAM
General. The success of our unique franchise formula, together with
the relatively low initial capital investment required to open a franchise
store, has enabled us to attract a large number of highly motivated
entrepreneurs as franchisees. We consider franchisees to be a vital part of
our continued growth and believe our relationships with franchisees are
excellent.
Domestic Franchisees. We maintain the strength of our franchise store
base by seeking franchisees that are willing to commit themselves to operating
franchise stores and by applying rigorous standards to prospective franchisees.
Specifically, 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 domestic franchisees
prior to entering into a long-term contract. We also restrict the ability of
domestic franchisees to become involved in outside business investments, which
focuses the franchisees on operating their stores. We believe these standards
are unique to the franchise industry and result in highly qualified and focused
store operators, while helping to maintain the strength of the Domino's Pizza
brand.
7
We enter into franchise agreements with domestic franchisees under
which the franchisee is granted the right to operate a store for a term of ten
years, with an option to renew for an additional ten years. 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 generally required to pay a 5.5% royalty fee on
sales, subject, in certain 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 furnish each domestic franchisee with
assistance in selecting sites, developing stores and conforming to the physical
specifications for typical stores. Each domestic franchisee is responsible for
selecting the location for a store but must obtain approval for store design
and location based on accessibility and visibility of the site and targeted
demographic factors, including population density and traffic. We provide
design plans, fixtures and equipment for most franchise locations at
competitive prices.
Franchisee Financing. We may provide financing of up to $100,000 for
the purpose of opening new stores to franchisees who are creditworthy and have
adequate working capital. The franchisees may use the funds to purchase
equipment, signage, leasehold improvements or supplies, with the condition that
leasehold improvements cannot exceed $35,000. We have also historically offered
to finance the sale of certain domestic Company-owned stores to domestic
franchisees and finance the implementation of new products and programs such as
the rollout of our HeatWave(R) hot bag systems. In addition, we have notes
outstanding to various international franchisees. Substantially all of the
related loans 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. At December 30, 2001, loans outstanding under the above
financing programs totaled $22.2 million. We may continue these types of
programs in the future at our discretion.
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 providing training services for
store managers and employees, including computer-based training materials,
comprehensive operations manuals and franchise development classes.
Franchise Operations. We enforce stringent standards over franchise
operations to protect our brand and image. All franchisees are required to
operate their stores in compliance with written policies, standards and
specifications, including matters such as menu items, ingredients, materials,
supplies, services, furnishings, decor and signs. Each franchisee has full
discretion to determine the product prices to be charged to its customers. We
also provide 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 system-wide initiatives.
International Franchisees. The majority of franchisees outside of the
contiguous United States are master franchisees with franchise and distribution
rights for entire regions or countries. Prospective candidates are required to
possess or have access to local market knowledge required to establish and
develop Domino's Pizza stores and a distribution system. The local market
knowledge focuses on the ability to identify and access targeted real estate
sites along with expertise in local customs, culture and laws. We also seek
candidates that have access to sufficient capital to meet growth and
development plans.
We enter into master franchise agreements with our international
franchisees under which the master franchisee may open and operate franchise
stores or, under specified conditions, enter into sub-franchise agreements for
a term of ten to twenty years, with an option to renew for an additional ten
year term. The master franchisee is generally required to pay an initial,
one-time franchisee fee, 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 also varies.
8
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 signage to draw attention to the store and providing contemporary uniforms
for employees. If a store is already in a strong location, the signage and
carry-out areas are updated as needed. The capital expenditures required to
re-image the front 15 feet of a domestic Company-owned store, including
signage, averages approximately $30,000 per store. The capital expenditures
required to relocate a domestic Company-owned store averages approximately
$190,000 per store. At the end of 2001, approximately 54% of the Domestic
Stores have been re-imaged or relocated. We plan to continue to re-image and
relocate our stores until each store meets our new image standards.
DOMINO'S PULSE
We are in the process of developing and deploying our next generation
store system ("PULSE"). PULSE is a state-of-the-art point of sale system that
we believe will improve customer service, improve operational efficiencies and
drive sales increases. PULSE contains several enhanced features from our
existing point of sale system, including, but not limited to: (i) touch screen
ordering, which improves accuracy and facilitates more efficient order taking,
(ii) an internet based delivery routing system, which increases safety and
reduces delivery times, (iii) improved administrative and reporting
capabilities, and (iv) a customer relationship management tool. We plan to
install PULSE in all of our domestic Company-owned stores over the near term.
Also, while PULSE is not currently a system standard, we will offer PULSE to
any domestic franchise store where the franchisee opts to purchase the system.
MARKETING OPERATIONS
We coordinate domestic advertising and marketing efforts at the
national and local market levels. We require Domestic Stores to contribute 3%
of their net sales to fund national marketing and advertising campaigns. These
funds are administered by Domino's National Advertising Fund, Inc. ("DNAF"), an
affiliated not-for-profit organization. The funds remitted to DNAF are used
primarily to purchase television advertising, but also supports market
research, field communications, commercial production, talent payments and
other activities supporting the Domino's Pizza brand. We require stores to
additionally contribute a minimum of 1% of net sales to local market level
media campaigns. Franchise store contributions to local market level media
campaigns currently average approximately 2.4% of net sales in our top 40
markets.
We estimate that Domestic Stores also spend an additional 3% to 5% of
their net sales on local store marketing, including targeted database mailings,
saturation print mailings to households in a target area and community
involvement through school and civic organizations. We provide cost effective
print materials to franchisees for use in local marketing that reinforce our
national branding strategy.
By communicating common brand direction at the national, local market
and store levels, we create a consistent marketing message to our customers.
Over the past five years, we estimate that Domestic Stores have invested
approximately $1.1 billion in system-wide advertising at the national and local
market levels.
Internationally, marketing efforts are primarily the responsibility of
the franchisee in the local market. We assist international franchisees with
their marketing efforts through marketing workshops, market visits and
knowledge sharing of best practices.
9
SUPPLIERS
Our suppliers are required to meet or exceed strict quality standards
to ensure food safety. We believe that the length and quality of our
relationships with suppliers provides us with priority service at competitive
prices. We have maintained active relationships of over 15 years with more than
half of our major suppliers. We have typically relied on oral rather than
written contracts with our suppliers. In addition, 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 volume purchasers of
pizza-related products such as flour, cheese, sauce and pizza boxes, which
gives us the ability to maximize leverage with our suppliers. Second, in four
of our five key product categories (meats, dough products, boxes and sauce), we
generally retain active purchasing relationships with at least two suppliers.
This purchasing strategy allows us to shift purchases among suppliers based on
quality, price and timeliness of delivery. The Company has not experienced any
significant shortages of supplies. For the year ended December 30, 2001, our
cheese supplier accounted for approximately 38% of our distribution cost of
sales. Prices charged to us by our suppliers are subject to fluctuation and we
have historically been able to pass increased costs onto our customers. There
can be no assurances that we will be able to continue this in the future.
COMPETITION
The pizza delivery market is highly fragmented. In this market, 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 other international, national, regional and local
restaurants and QSR establishments. The overall food service industry and the
QSR segment 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, currency fluctuations to the extent
international operations are involved, demographic trends and consumers'
disposable income. We compete within the food service industry and the QSR
segment 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. 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. 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 regulation
by Federal, state and local health and fire codes.
We are subject to the rules and regulations of the Federal Trade
Commission (FTC) and various state laws regulating the offer and sale of
franchises. The FTC and various state laws require that we furnish a franchise
offering circular containing certain information to prospective franchisees. A
number of states regulate the sale of franchises and require registration of
the franchise offering circular with state authorities and the delivery of a
franchise offering circular to prospective franchisees. We are operating under
exemptions from registration in several states based on net worth 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.
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.
10
TRADEMARKS
Domino's has many registered trademarks and service marks and believes
that the Domino's Pizza mark has significant value and is materially important
to our business. Our policy is to pursue registration of our trademarks and to
vigorously oppose the infringement of any of our trademarks. Domino's licenses
the use of its registered marks to franchisees through the franchise agreement.
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 were approximately $2.8 million, $3.3 million and $2.8
million in 2001, 2000 and 1999, respectively.
WORKING CAPITAL
Information about the Company's working capital is included in
Management's Discussion and Analysis of Financial Condition and Results of
Operation in Part II, Item 7., page 19.
CUSTOMERS
The Company's business is not dependent upon a single customer or small
group of customers. No customer accounted for more than 10% of total
consolidated revenues in 2001, 2000 or 1999.
SEASONAL OPERATIONS
The Company's business is not typically seasonal.
BACKLOG ORDERS
The Company has no backlog orders as of December 30, 2001.
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.
ENVIRONMENTAL MATTERS
The Company is not aware of any Federal, state or local environmental
laws or regulations that will materially affect its earnings or competitive
position, or result in material capital expenditures. However, we cannot
predict the effect of possible future environmental legislation or regulations.
During 2001, there were no material capital expenditures for environmental
control facilities and no such material expenditures are expected.
EMPLOYEES
As of December 30, 2001, we had approximately 12,600 employees,
excluding employees of franchise-operated stores. None of our domestic
employees are represented by unions. We consider our relationships with our
employees to be excellent.
FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
Financial information about international and United States markets is
incorporated herein by reference from Selected Financial Data, Management's
Discussion and Analysis of Financial Condition and Results of Operation and the
consolidated financial statements and related footnotes in Part II, Item 6.,
pages 13 through 14, Item 7., pages 15 through 21 and Item 8., pages 23 through
47, respectively of this Form 10-K.
11
ITEM 2. PROPERTIES.
We lease approximately 185,000 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, a related
party, for a term of five years commencing December 21, 1998, with an option to
renew for an additional five-year term.
We own facilities at eight domestic Company-owned stores and five
distribution facilities. We also own and lease ten store facilities to domestic
franchisees. All other domestic Company-owned stores and facilities are leased
by us, typically with five-year leases with one or two five-year renewal
options. All other franchise stores are leased or owned directly by the
respective franchisees.
ITEM 3. LEGAL PROCEEDINGS.
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, automobile and
franchisee claims arising in the ordinary course of business. In the opinion of
the Company's management, these matters, individually and in the aggregate,
will not have a material adverse effect on the financial condition of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
As of March 15, 2002, 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. There is no established public trading market for Domino's common
stock. Domino's ability to pay dividends is limited under the indenture related
to the Senior Subordinated Notes.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data, with the exception of system-wide
sales information and store data, as of and for the fiscal years ended December
30, 2001, December 31, 2000, January 2, 2000, January 3, 1999 (consists of 53
weeks) and December 28, 1997, is derived from the audited consolidated
financial statements of Domino's, Inc. and subsidiaries. The data should be
read in conjunction with, and is qualified by reference to, Management's
Discussion and Analysis of Financial Condition and Results of Operation.
(In thousands, except store data) 2001 2000 1999 (a) 1998 1997
---- ---- -------- ---- ----
System-wide Sales (unaudited):
Domestic $2,816,745 $2,647,221 $2,563,311 $2,505,991 $2,294,224
International 967,891 896,254 800,989 717,694 633,857
---------- ---------- ---------- ---------- ----------
$3,784,636 $3,543,475 $3,364,300 $3,223,685 $2,928,081
========== ========== ========== ========== ==========
Operating Data:
Revenues $1,258,281 $1,166,080 $1,156,639 $1,176,778 $1,044,790
Income from operations 127,105 112,354 75,628 70,269 65,004
Income before provision (benefit)
for income taxes and
extraordinary item 60,820 41,098 2,504 63,948 61,471
Provision (benefit) for income
taxes (b) 23,713 16,073 419 (12,928) 366
Gain (loss) on debt
extinguishment, net of tax (327) 181 - - -
Net income 36,780 25,206 2,085 76,876 61,105
Other Financial Data:
EBITDA (c) $ 162,161 $ 147,296 $ 131,055 $ 94,962 $ 83,140
Net cash provided by operating
activities 79,646 57,602 63,268 64,731 73,408
Depreciation and other non-cash
items (d) 48,184 46,718 57,542 (5,718) 19,594
Capital expenditures 40,606 37,903 27,882 48,359 31,625
Balance Sheet Data (e):
Total assets $ 382,293 $ 373,765 $ 381,130 $ 387,891 $ 212,978
Long-term debt 611,532 664,592 696,132 720,480 36,438
Total debt 654,689 686,074 717,570 728,126 44,408
Stockholder's equity (deficit) (424,874) (454,807) (478,966) (483,775) 26,118
13
Store Data (unaudited): 2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Yearend Store Counts:
- --------------------
Domestic Corporate Stores 519 626 656 642 767
Domestic Franchise 4,294 4,192 3,973 3,847 3,664
----- ----- ----- ----- -----
Domestic Stores 4,813 4,818 4,629 4,489 4,431
----- ----- ----- ----- -----
International 2,259 2,159 1,930 1,730 1,520
----- ----- ----- ----- -----
Total 7,072 6,977 6,559 6,219 5,951
===== ===== ===== ===== =====
Same Store Sales Growth:
- -----------------------
Domestic Corporate Stores 7.3% (0.9%) 1.7% 4.0% 4.5%
Domestic Franchise 3.6 0.1 2.9 4.6 7.3
----- ----- ----- ----- -----
Domestic Stores 4.0% 0.0% 2.8% 4.5% 6.8%
===== ===== ===== ===== =====
International (constant dollar) 6.4% 3.7% 3.6% 3.4% 11.1%
===== ===== ===== ===== =====
(a) In 1999, the Company recognized $7.6 million in restructuring charges
comprised of staff reduction costs of $6.3 million and exit cost
liabilities of $1.3 million.
(b) On December 30, 1996, the Company elected to be an "S" Corporation for
Federal income tax purposes. The Company reverted to "C" Corporation
status effective December 21, 1998. On a pro forma basis, had the Company
been a "C" Corporation throughout this period, income tax expense would
have been higher by the following amounts (unaudited): fiscal year ended
December 28, 1997 -- $25.4 million; fiscal year ended January 3, 1999 --
$36.8 million.
(c) EBITDA represents earnings before interest, taxes, depreciation,
amortization, gain (loss) on sale of assets, extraordinary items 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 flow from operating activities as a measure of
liquidity, as an alternative to 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.
(d) In 1998, depreciation and other non-cash items includes $27.6 million of
benefit for deferred income taxes relating to the Company's reversion to
"C" Corporation status effective December 21, 1998.
(e) In 1998, the Company incurred significant debt as part of the
Recapitalization. The Company distributed to TISM significantly all of
the proceeds from the issuance of debt resulting in a significant charge
to stockholder's equity.
The following table sets forth a reconciliation of income from operations to
EBITDA:
Fiscal Year
-------------------------------------------------
Dollars in Thousands 2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Income from operations $127,105 $112,354 $ 75,628 $70,269 $65,004
Loss (gain) on sale of assets 1,964 1,338 (316) 1,570 1,197
Legal settlement expense indemnified by a TISM
stockholder - - 4,000 - -
Depreciation and amortization 33,092 33,604 51,743 23,123 16,939
-------- -------- -------- ------- -------
EBITDA $162,161 $147,296 $131,055 $94,962 $83,140
======== ======== ======== ======= =======
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
CRITICAL ACCOUNTING POLICIES
The following discussion and analysis of financial condition and results
of operation is based on the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
the Company's 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, the
Company's management evaluates its estimates, including those related to
revenue recognition, uncollectible accounts, self-insurance and legal matters
and income taxes. The Company bases its estimates on historical experience and
on various other assumptions that are believed to be 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 operation and financial
condition for any particular period. Our significant accounting policies are
described in Note 1 to the consolidated financial statements included in Item 8
of this Form 10-K. We believe that our most critical accounting policies are:
. Revenue Recognition - The Company earns its revenues through its
-------------------
network of domestic Company-owned and franchised stores,
distribution centers and international operations. Retail sales of
food from Company-owned stores and royalty revenues resulting from
the retail sales of food from franchised stores are recognized as
revenues when the food is delivered to or carried out by customers.
Sales of food from the Company's distribution centers are recognized
as revenues upon delivery of the food to franchisees while sales of
equipment and supplies from the Company's distribution centers are
generally recognized as revenues upon shipment of the related
products to franchisees. See Note 1 to the consolidated financial
statements.
. Allowance for Uncollectible Accounts - The Company closely monitors
------------------------------------
its accounts and notes receivable balances and provides allowances
for uncollectible accounts as a result of its reviews. These
estimates are based on, among other factors, historical collection
experience and a review of our receivables by aging category.
Additionally, the Company may also provide allowances for
uncollectible receivables based on specific customer collection
issues that have been 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. See Note 1 to the consolidated financial statements.
. Self-insurance and Legal Matters - The Company is 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.. The Company is also partially
self-insured for workers' compensation, general liability and owned
and non-owned automobile liabilities primarily for periods prior to
December 1998. These insurance reserves are determined using
actuarial estimates, which 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. See Note 1 and Note 3 to the consolidated
financial statements.
. Income Taxes - The Company's deferred tax assets, net of related
------------
reserves, assumes that the Company will generate sufficient taxable
income in certain tax jurisdictions, based on estimates and
assumptions. The recorded amounts also consider the ultimate
resolution of revenue agent reviews based on estimates and
assumptions. If these estimates and assumptions change in the
future, the Company may be required to record a valuation allowance
resulting in additional income tax expense in the Company's
consolidated statement of income. See Note 4 to the consolidated
financial statements.
15
STORE GROWTH ACTIVITY
The following is a summary of the Company's store growth activity for
fiscal 2001 (unaudited):
Beginning End of
of Period Opened Closed Transfers Period
--------- ------ ------ --------- ------
Domestic Corporate Stores 626 15 (27) (95) 519
Domestic Franchise 4,192 183 (176)(a) 95 4,294
----- --- ---- --- -----
Domestic Stores 4,818 198 (203) - 4,813
International 2,159 215 (115) - 2,259
----- --- ---- --- -----
Total 6,977 413 (318) - 7,072
===== === ==== === =====
(a) Includes a 51 unit reduction as a result of the Company's revised
definition of a store in 2001. During 2001, the Company reviewed its
store definition and decided to exclude any retail location that was open
less than 52 weeks and had annual sales of less than $100,000 from its
total store count. Although these units are no longer included in the
Company's store counts, revenues and profits generated from these units
will continue to be recognized in the Company's operating results.
2001 COMPARED TO 2000
Revenues
- --------
General. Revenues include retail sales of food 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 international stores.
Total revenues increased 7.9% to $1.258 billion in 2001, from $1.166 billion in
2000. This increase in total revenues is due primarily to an increase in
domestic distribution revenues and, to a lesser extent, an increase in
international and domestic franchise revenues. These results are more fully
described below.
Domestic Stores
- ---------------
Domestic Corporate Stores. Revenues from domestic corporate store operations
decreased 4.2% to $362.2 million in 2001, from $378.0 million in 2000.
This decrease is due primarily to a decrease in the average number of domestic
Company-owned stores open during 2001, offset in part by an increase in same
store sales. There were 519 and 626 domestic Company-owned stores in operation
as of December 30, 2001 and December 31, 2000, respectively. This decrease is
due primarily to the strategic sales of 95 domestic Company-owned stores to
franchisees during 2001. The average number of domestic Company-owned stores in
operation decreased by 83 to 565 stores in 2001 compared to 2000. This decrease
was offset in part by an increase in same store sales for domestic
Company-owned stores of 7.3% in 2001 compared to 2000.
Domestic Franchise. Revenues from domestic franchise operations increased 11.3%
to $134.2 million in 2001, from $120.6 million in 2000.
This increase is due primarily to an increase in same store sales and an
increase in 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 4,294 and 4,192 domestic franchise stores in operation as
of December 30, 2001 and December 31, 2000, respectively. This increase in
store counts is due to the addition of 278 domestic franchise stores in 2001,
including the 95 Company-owned stores that were sold to franchisees, as
discussed above. This increase in store counts was offset in part by the
closing of 125 domestic franchise stores. Additionally, during 2001, the
Company reviewed its store definition and decided to exclude any retail
location that was open less than 52 weeks and had annual sales of less than
$100,000 from its total store count. 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 will continue to be recognized in the Company's
operating results. The average number of domestic franchise stores in operation
increased by 184 to 4,204 stores in 2001 compared to 2000.
16
Domestic Distribution
- ---------------------
Revenues from domestic distribution operations increased 14.5% to $691.9
million in 2001, from $604.1 million in 2000.
This increase is due primarily to an increase in volumes relating to an
increase in domestic franchise same store sales and store counts in 2001, as
well as a market increase in overall food prices, including cheese prices.
International
- -------------
Revenues from international operations increased 10.4% to $70.0 million in
2001, from $63.4 million in 2000.
This increase is 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 strengthening U.S. dollar. There were 2,259 and
2,159 international stores in operation as of December 30, 2001 and December
31, 2000, respectively. The average number of international stores in operation
increased by 185 to 2,189 stores in 2001 compared to 2000.
Operating Expenses
- ------------------
Cost of sales increased 8.8% to $937.9 million in 2001, from $862.2 million in
2000. Gross profit increased 5.4% to $320.4 million in 2001, from $303.9
million in 2000. This increase in gross profit is due primarily to an increase
in total revenues, primarily as a result of system-wide store and same store
sales growth, as well as an increase in distribution volumes. This increase in
gross profit was offset in part by an increase in food costs, including higher
cheese costs in our domestic Company-owned stores. The cheese block price per
pound averaged approximately $1.43 in 2001 compared to approximately $1.15 in
2000 and fluctuated significantly throughout 2001.
As a percentage of total revenues, gross profit decreased 0.6% to 25.5% in
2001, from 26.1% in 2000. This decrease is due primarily to an increase in food
costs at our domestic Company-owned stores as a result of an increase in food
costs, including higher cheese costs and labor and energy costs at our
Company-owned stores.
General and administrative expenses increased 0.9% to $193.3 million in 2001,
from $191.6 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.
This increase in general and administrative expenses in 2001 is due primarily
to an increase in labor costs, offset in part by a decrease in covenant
not-to-compete amortization expense, a decrease in professional fees and a
decrease in variable costs as a result of domestic Company-owned store
divestitures. Covenant not-to-compete amortization expense, primarily related
to the covenant obtained as part of the Recapitalization, decreased $5.7
million to $5.5 million in 2001, from $11.2 million in 2000. This decrease is
amortization expense is due to the use of an accelerated amortization method.
This decrease in general and administrative expenses as a percentage of total
revenues is due primarily to the aforementioned decreases in professional fees,
covenant not-to-compete amortization expense and certain variable costs at
Company-owned stores.
Interest Expense
- ----------------
Interest expense decreased 9.5% to $68.1 million in 2001, from $75.2 million in
2000. This decrease is due primarily to a decrease in variable interest rates
on our senior credit facility and reduced debt levels.
Provision for Income Taxes
- --------------------------
Provision for income taxes increased $7.6 million to $23.7 million in 2001,
from $16.1 million in 2000. This increase is due primarily to an increase in
pre-tax income.
17
2000 COMPARED TO 1999
Revenues
- --------
Total revenues increased 0.8% to $1.166 billion in 2000, from $1.157 billion in
1999. This increase in total revenues is due primarily to an increase in
international and domestic franchise revenues. These results are more fully
described below.
Domestic Stores
- ---------------
Domestic Corporate Stores. Revenues from domestic corporate store operations
decreased slightly to $378.0 million in 2000, from $378.1 million in 1999.
This slight decrease is due primarily to a decrease in same store sales offset
in part by an increase in the average number of domestic Company-owned stores
open during 2000. Same store sales for domestic Company-owned stores decreased
0.9% in 2000 compared to 1999. There were 626 and 656 domestic Company-owned
stores in operation as of December 31, 2000 and January 2, 2000, respectively.
The average number of domestic Company-owned stores in operation increased by 2
to 648 stores in 2000 compared to 1999.
Domestic Franchise. Revenues from domestic franchise operations increased
3.3% to $120.6 million in 2000, from $116.7 million in 1999.
This increase is due primarily to an increase in same store sales and an
increase in the average number of domestic franchise stores open during 2000.
Same store sales for domestic franchise stores increased 0.1% in 2000 compared
to 1999. There were 4,192 and 3,973 domestic franchise stores in operation as
of December 31, 2000 and January 2, 2000, respectively. The average number of
domestic franchise stores in operation increased by 165 to 4,020 stores in 2000
compared to 1999.
Domestic Distribution
- ---------------------
Revenues from domestic distribution operations increased 0.1% to $604.1 million
in 2000, from $603.4 million in 1999.
This increase is due primarily to an increase in volumes relating to an
increase in domestic franchise same store sales and store counts in 2000,
offset in part by a market decrease in cheese prices and an increase in demand
for lower-priced fresh dough.
International
- -------------
Revenues from international operations increased 8.6% to $63.4 million in 2000,
from $58.4 million in 1999.
This increase is due primarily to an increase in same store sales and an
increase in the average number of international stores open during 2000. On a
constant dollar basis, same store sales increased 3.7% in 2000 compared to
1999. On a historical dollar basis, same store sales increased 1.6% in 2000
compared to 1999, reflecting a strengthening U.S. dollar. There were 2,159 and
1,930 international stores in operation as of December 31, 2000 and January 2,
2000, respectively. The average number of international stores in operation
increased by 243 to 2,004 stores in 2000 compared to 1999.
Operating Expenses
- ------------------
Cost of sales increased 0.9% to $862.2 million in 2000, from $854.2 million in
1999. Gross profit increased 0.5% to $303.9 million in 2000, from $302.5
million in 1999. This increase in gross profit is due primarily to an increase
in total revenues, primarily as a result of system-wide and same store sales
growth, and lower food costs in part due to an increased demand for
higher-margin fresh dough. This increase in gross profit was offset in part by
an increase in labor costs in our domestic Company-owned stores and an increase
in delivery expenses.
As a percentage of total revenues, gross profit decreased 0.1% in 2000 compared
to 1999. This decrease is due primarily to an increase in labor costs at our
domestic Company-owned stores and an increase in delivery expenses.
General and administrative expenses decreased 12.6% to $191.6 million in 2000,
from $219.3 million in 1999. As a percentage of total revenues, general and
administrative expenses decreased 2.6% to 16.4% in 2000, from 19.0% in 1999.
18
These decreases are due primarily to a decrease in covenant not-to-compete
amortization expense and, to a lesser extent, savings realized from our
corporate restructuring in late 1999 and a decrease in professional fees.
Covenant not-to-compete amortization expense, primarily related to the covenant
obtained as part of the Recapitalization, decreased $21.9 million to $11.2
million in 2000, from $33.1 million in 1999. This decrease is due to the use of
an accelerated amortization method.
Interest Expense
- ----------------
Interest expense increased 1.5% to $75.2 million in 2000, from $74.1 million in
1999. This increase is due primarily to an increase in variable interest rates
on our senior credit facility, offset in part by reduced debt levels.
Provision for Income Taxes
- --------------------------
Provision for income taxes increased $15.7 million to $16.1 million in 2000,
from $0.4 million in 1999. This increase is due primarily to an increase in
pre-tax income.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
We had negative working capital of $22.8 million and cash and cash equivalents
of $34.8 million at December 30, 2001. 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 continue to fund
planned capital expenditures and debt commitments from these sources.
As of December 30, 2001, we had $654.7 million of long-term debt, of which
$43.2 million was classified as a current liability. There were no borrowings
under our $100 million revolving credit facility and letters of credit issued
under the revolving credit facility were $11.9 million. The 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 $79.6 million and $57.6 million for
2001 and 2000, respectively. The $22.0 million increase is due primarily to an
$11.6 million increase in net income, a $9.0 million net change in operating
assets and liabilities and a $1.1 million change in the deferred income tax
provision.
Cash used in investing activities was $34.8 million for both 2001 and 2000.
Capital expenditures increased $2.7 million to $40.6 million in 2001. The main
components of this increase are as follows: (i) a $6.0 million net increase in
information systems spending primarily related to PULSE; (ii) a $1.4 million
net decrease related to domestic Company-owned store relocations, re-images,
and other upgrades; and (iii) a $1.9 million net decrease related to domestic
distribution center and international activity. Proceeds from the sale of
property, plant and equipment decreased $2.8 million to $2.2 million in 2001.
The main component of this decrease was proceeds of $3.1 million received in
2000 related to store sales to franchisees. These increases in cash used in
investing activities were offset by a $3.7 million decrease in acquisitions of
franchise operations.
Cash used in financing activities was $35.2 million and $28.0 million for 2001
and 2000, respectively. The $7.2 million increase is due primarily to a $4.0
million capital contribution from TISM in 2000, a $2.3 million increase in
distributions to TISM and a $0.9 million increase in repayments of long-term
debt.
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 flow from operations or that future borrowings will be
available under our senior credit facility or otherwise to enable us to service
our indebtedness, including the senior credit facilities and the Senior
Subordinated Notes, to redeem or refinance TISM's, our Parent company,
Cumulative Preferred Stock when required 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 facilities will be subject to future economic conditions and to
financial, business and other factors, many of which are beyond our control.
19
IMPACT OF INFLATION
We believe that our results of operation 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 2001, 2000 or 1999. Severe
increases in inflation, however, could affect the global and United States
economy and could have an adverse impact on our business, financial condition
and results of operation.
NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board (FASB) has issued SFAS No. 142,
"Goodwill and Other Intangible Assets", which changes the accounting for
goodwill from an amortization method to an impairment-only approach.
Amortization of goodwill will cease upon adoption of this Statement. The
Company is required to adopt this Statement during fiscal year 2002. The
Company has not determined the impact, if any, that this Statement will have on
its consolidated financial position or results of operation. Total goodwill
amortization expense was $2.0 million in 2001.
CONTRACTUAL OBLIGATIONS
The following is a summary of the Company's significant contractual
obligations at December 30, 2001, as well as the maturities and future minimum
commitments related to the contractual obligations (in thousands):
Amount Due by Year
-----------------------------------------------------------------
Obligation 2002 2003 2004 2005 2006 Thereafter Total
- ---------- ---- ---- ---- ---- ---- ---------- -----
Long-term debt /(1)/ $43,157 $46,648 $63,885 $61,432 $61,432 $378,135 $654,689
Operating leases /(2)/ 27,983 23,655 15,496 12,021 8,093 23,620 110,868
Management agreement /(3)/ 2,000 2,000 2,000 2,000 2,000 2,000 12,000
Consulting agreement /(4)/ 500 500 500 500 500 1,000 3,500
Other /(5)/ - - - - - - -
------- ------- ------- ------- ------- -------- --------
Total $73,640 $72,803 $81,881 $75,953 $72,025 $404,755 $781,057
======= ======= ======= ======= ======= ======== ========
/(1)/ As part of the Recapitalization, the Company entered into a credit
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 final scheduled principal
payments on the outstanding borrowings are due in January 2009. The
amounts included above could differ as a result of future excess
cash sweep requirements, prepayments or other accelerations of
senior credit facility payments, as defined in the related
agreement.
/(2)/ The Company leases retail store and distribution center locations,
distribution vehicles, certain equipment and its World Resource
Center under operating leases with expiration dates through 2016.
/(3)/ As part of the Recapitalization, the TISM and its subsidiaries
entered into a management agreement with an affiliate of a
stockholder of TISM to provide 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 thereafter column above represents one
year of this commitment. However, this is an ongoing commitment that
will remain in place until terminated by either party. TISM must
also allow the affiliate to participate in the negotiation and
consummation of future senior financing and pay the affiliate a fee,
as defined in the management agreement.
/(4)/ As part of the Recapitalization, the Company entered into a ten year
consulting agreement with a Company and TISM Director and former
majority TISM stockholder. The Company is obligated to pay $500,000
per year through 2008.
20
/(5)/ TISM is contingently liable to pay a Company Director and former
majority stockholder an amount not exceeding approximately $15
million under a note payable in the event the majority stockholders
of TISM sell a certain percentage of their TISM common stock to an
unaffiliated party. Separately, the Company may be required to
purchase Senior Subordinated Notes upon a change of control, as
defined. As of December 30, 2001, there were $259 million of Senior
Subordinated Notes outstanding.
FORWARD LOOKING STATEMENTS
--------------------------
This Form 10-K contains forward looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 (the "Act"), including
information within Management's Discussion and Analysis of Financial Condition
and Results of Operation. 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 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.
21
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market Risk
- -----------
The Company is exposed to market risks primarily from interest rate changes on
our variable rate debt. Management actively monitors this exposure. The Company
does not engage in speculative transactions nor does it hold or issue financial
instruments for trading purposes.
Financial Derivatives
- ---------------------
The Company may enter into interest rate swaps, collars or similar instruments
with the objective of reducing our volatility in borrowing costs.
During 1999, we 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 Term Loans A,
B and C to a fixed rate of 5.12% through December 2001. As of December 30,
2001, the total notional amount under the 1999 Swap Agreements was $167.0
million. The 1999 Swap Agreements expired on December 31, 2001.
During 2001, we entered into an interest rate collar agreement and three
interest rate swap agreements to effectively convert the variable Eurodollar
component of the effective interest rate on a portion of the Company's debt
under Term Loans A, B and C to various fixed rates over various terms. These
agreements are summarized as follows:
Total
Notional
Derivative Amount Term Rate
- -------------------- ------------- ---------------------------------- -----------------
Interest Rate Collar $75.0 million June 2001 - June 2003 3.86% - Floor
6.00% - Ceiling
Interest Rate Swap $75.0 million June 2001 - June 2004 4.90%
Interest Rate Swap $37.5 million September 2001 - September 2003 3.645%
Interest Rate Swap $37.5 million September 2001 - September 2004 3.69%
Interest Rate Risk
- ------------------
The Company's variable interest expense is sensitive to changes in the general
level of interest rates. As of December 30, 2001, a portion of the Company's
debt is borrowed at Eurodollar rates plus a blended margin rate of
approximately 3.1%. At December 30, 2001, the weighted average interest rate on
our $7.5 million of variable interest debt was approximately 5.8%.
The Company had total interest expense of approximately $68.1 million for the
year ended December 30, 2001. The estimated increase in interest expense from a
hypothetical 200 basis point adverse change in applicable variable interest
rates would be approximately $2.8 million.
22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Independent Public Accountants
To Domino's, Inc.:
We have audited the accompanying consolidated balance sheets of DOMINO'S, INC.
(a Delaware corporation) and subsidiaries as of December 30, 2001 and December
31, 2000, and the related consolidated statements of income, comprehensive
income, stockholder's deficit and cash flows for each of the three years in the
period ended December 30, 2001. 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 in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Domino's, Inc. and
subsidiaries as of December 30, 2001 and December 31, 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 30, 2001 in conformity with accounting principles generally
accepted in the United States.
As explained in Note 1 to the financial statements, effective January 1, 2001,
Domino's, Inc. and subsidiaries changed its method of accounting related to
derivatives and hedging activities in accordance with the adoption of Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities."
/s/ ARTHUR ANDERSEN LLP
Detroit, Michigan,
January 30, 2002.
23
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(In thousands, except share and per share amounts)
December 30, December 31,
ASSETS 2001 2000
- ------ ----------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 34,842 $ 25,136
Accounts receivable, net of reserves of
$6,071 in 2001 and $3,561 in 2000 54,225 48,682
Notes receivable, net of reserves of
$1,546 in 2001 and $783 in 2000 4,024 3,833
Inventories 22,088 19,086
Prepaid expenses and other 4,892 10,716
Deferred income taxes 11,302 9,290
-------- --------
Total current assets 131,373 116,743
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Land and buildings 15,983 14,917
Leasehold and other improvements 50,684 55,100
Equipment 114,904 114,456
Construction in progress 5,837 7,366
-------- --------
187,408 191,839
Accumulated depreciation and amortization 99,763 106,526
-------- --------
Property, plant and equipment, net 87,645 85,313
-------- --------
OTHER ASSETS:
Investments in marketable securities, restricted 3,602 3,962
Notes receivable, less current portion, net of
reserves of $1,947 in 2001 and $2,358 in 2000 14,720 12,066
Deferred financing costs, net of accumulated
amortization of $18,040 in 2001 and $12,326 in 2000 24,594 30,626
Goodwill, net of accumulated amortization of
$10,179 in 2001 and $10,107 in 2000 12,673 14,944
Covenants not-to-compete, net of accumulated
amortization of $59,295 in 2001 and $54,223 in 2000 333 5,851
Capitalized software, net of accumulated amortization
of $28,349 in 2001 and $20,102 in 2000 34,408 27,388
Other assets, net of accumulated amortization and
reserves of $4,913 in 2001 and $6,245 in 2000 6,675 5,619
Deferred income taxes 66,270 71,253
-------- --------
Total other assets 163,275 171,709
-------- --------
Total assets $382,293 $373,765
======== ========
The accompanying notes are an integral part of these consolidated balance
sheets.
24
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Continued)
(In thousands, except share and per share amounts)
December 30, December 31,
LIABILITIES AND STOCKHOLDER'S DEFICIT 2001 2000
- ------------------------------------- -------------- -----------
CURRENT LIABILITIES:
Current portion of long-term debt $ 43,157 $ 21,482
Accounts payable 30,125 38,335
Accrued compensation 26,620 17,977
Accrued interest 14,674 12,922
Accrued income taxes 2,164 876
Insurance reserves 7,365 6,793
Other accrued liabilities 30,029 25,025
------------ ----------
Total current liabilities 154,134 123,410
------------ ----------
LONG-TERM LIABILITIES:
Long-term debt, less current portion 611,532 664,592
Insurance reserves 6,334 9,633
Other accrued liabilities 35,167 30,937
------------ ----------
Total long-term liabilities 653,033 705,162
------------ ----------
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 120,202 120,202
Retained deficit (542,540) (574,657)
Accumulated other comprehensive loss (2,536) (352)
------------ ----------
Total stockholder's deficit (424,874) (454,807)
------------ ----------
Total liabilities and stockholder's deficit $ 382,293 $ 373,765
============ ==========
The accompanying notes are an integral part of these consolidated balance
sheets.
25
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(In thousands)
For the Years Ended
----------------------------------------
December 30, December 31, January 2,
2001 2000 2000
------------ ----------- -------------
REVENUES:
Domestic corporate stores $ 362,189 $ 377,971 $ 378,081
Domestic franchise 134,195 120,608 116,715
Domestic distribution 691,902 604,096 603,441
International 69,995 63,405 58,402
---------- ----------- -----------
Total revenues 1,258,281 1,166,080 1,156,639
---------- ----------- -----------
OPERATING EXPENSES:
Cost of sales 937,899 862,161 854,151
General and administrative 193,277 191,565 219,277
Restructuring - - 7,583
---------- ----------- -----------
Total operating expenses 1,131,176 1,053,726 1,081,011
---------- ----------- -----------
INCOME FROM OPERATIONS 127,105 112,354 75,628
INTEREST INCOME 1,778 3,961 992
INTEREST EXPENSE (68,063) (75,217) (74,116)
---------- ----------- -----------
INCOME BEFORE PROVISION FOR INCOME
TAXES AND EXTRAORDINARY ITEM 60,820 41,098 2,504
PROVISION FOR INCOME TAXES 23,713 16,073 419
---------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM 37,107 25,025 2,085
GAIN (LOSS) ON DEBT EXTINGUISHMENT,
NET OF TAX PROVISION (BENEFIT)
OF $(207) IN 2001 AND $111 IN 2000 (327) 181 -
------------ ----------- -------------
NET INCOME $ 36,780 $ 25,206 $ 2,085
============ =========== =============
The accompanying notes are an integral part of these consolidated statements.
26
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
(In thousands)
For the Years Ended
------------------------------------------
December 30, December 31, January 2,
2001 2000 2000
------------ ------------ ------------
NET INCOME $ 36,780 $ 25,206 $ 2,085
--------- --------- --------
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:
Currency translation adjustment (259) (147) 98
Cumulative effect of change in accounting for derivative
instruments 2,685 - -
Unrealized losses on derivative instruments (8,124) - -
Reclassification adjustment for (gains) losses included
in net income 2,384 (548) -
Unrealized gain on investments in marketable securities - - 518
--------- --------- --------
(3,314) (695) 616
TAX ATTRIBUTES OF ITEMS IN OTHER
COMPREHENSIVE INCOME (LOSS) 1,130 219 (189)
--------- --------- --------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX (2,184) (476) 427
--------- --------- --------
COMPREHENSIVE INCOME $ 34,596 $ 24,730 $ 2,512
========= ========= ========
The accompanying notes are an integral part of these consolidated statements.
27
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 3, 1999 $ - $114,737 $(598,209) $(303) $ - $ -
Net income - - 2,085 - - -
Distribution to Parent - - (3,168) - - -
Capital contributions from Parent - 5,465 - - - -
Currency translation adjustment - - - 98 - -
Unrealized gain on investments in
marketable securities, net of tax - - - - 329 -
------- -------- ---------- ------ ------- --------
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)
======= ======== ========== ====== ======= ========
The accompanying notes are an integral part of these consolidated statements.
28
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(In thousands)
For the Years Ended
----------------------------------------
December 30, December 31, January 2,
2001 2000 2000
------------ ------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 36,780 $ 25,206 $ 2,085
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 33,092 33,604 51,743
Provision for losses on accounts and notes receivable 2,996 2,201 1,971
(Gain) loss on sale of assets 1,964 1,338 (316)
Provision (benefit) for deferred income taxes 4,101 2,993 (1,949)
Amortization of deferred financing costs 6,031 6,582 6,093
Changes in operating assets and liabilities-
Decrease (increase) in accounts receivable (10,050) (10,095) 6,123
Decrease (increase) in inventories, prepaid expenses and other 3,427 (290) 957
Increase in accounts payable and accrued liabilities 4,032 2,274 1,006
Decrease in insurance reserves (2,727) (6,211) (4,445)
-------- -------- -------
Net cash provided by operating activities 79,646 57,602 63,268
-------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (40,606) (37,903) (27,882)
Proceeds from sale of property, plant and equipment 2,225 5,034 1,769
Acquisitions of franchise operations (1,362) (5,072) (4,565)
Repayments of notes receivable, net 4,807 5,334 8,307
Sales (purchases) of investments in marketable securities 360 (1,104) (2,858)
Other (180) (1,040) (1,127)
-------- -------- --------
Net cash used in investing activities (34,756) (34,751) (26,356)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (32,332) (31,475) (5,188)
Distributions to Parent (2,893) (571) (3,168)
Capital contributions from Parent - 4,000 1,465
-------- -------- --------
Net cash used in financing activities (35,225) (28,046) (6,891)
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS 41 53 142
-------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,706 (5,142) 30,163
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD 25,136 30,278 115
-------- -------- --------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 34,842 $ 25,136 $ 30,278
======== ======== ========
The accompanying notes are an integral part of these consolidated statements.
29
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 of food through Company-owned stores, (2) sales
of food, equipment and supplies to Company-owned and franchised
stores through Company-owned distribution centers, and (3) receipt
of royalties and fees from domestic and international franchisees.
Fiscal Year
-----------
The Company's fiscal year ends on the Sunday closest to December 31.
The 2001 fiscal year ended December 30, 2001; the 2000 fiscal year
ended December 31, 2000; and the 1999 fiscal year ended January 2,
2000. 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.
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,
or (iii) to facilitate new equipment rollouts. 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. Such notes are generally secured by the assets
sold. In financing these transactions, the Company derives
benefits other than interest income. Given the nature of these
borrower/lender relationships, the Company, in essence, makes its
own market in these notes. The carrying amounts of these notes
approximate fair value.
30
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
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 31, 2000 are
comprised of the following (in thousands):
2001 2000
------- -------
Food $15,465 $15,781
Equipment and supplies 6,623 3,305
------- -------
Inventories $22,088 $19,086
======= =======
Property, Plant and Equipment
-----------------------------
Additions to property, plant and equipment are recorded at cost.
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 $16.0 million, $14.1 million and
$11.9 million in 2001, 2000 and 1999, respectively.
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.
Prior to 2000, the Company classified marketable securities as
available-for-sale. Unrealized gains as of January 2, 2000 were
$329,000, net of tax. Beginning in 2000, the Company reclassified
all investments in marketable securities as trading and recognized
the related unrealized gains in income during 2000.
31
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. Amortization of
deferred financing costs was approximately $5.7 million, $6.0
million and $6.1 million in 2001, 2000 and 1999, respectively.
Goodwill
--------
Goodwill arising from franchise acquisitions is amortized using the
straight-line method over periods not exceeding ten years.
Amortization expense was approximately $2.0 million, $2.3 million
and $2.1 million in 2001, 2000 and 1999, respectively.
Covenants Not-to-Compete
------------------------
Covenants not-to-compete are recorded at cost. The covenant not-to-
compete with a Company and Parent Director and former majority
Parent stockholder (Note 7) was amortized using an accelerated
method over a three year period. Other covenants not-to-compete
are amortized using the straight-line method over periods not
exceeding ten years. Amortization expense was approximately $5.5
million, $11.2 million and $33.1 million in 2001, 2000 and 1999,
respectively.
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. Amortization expense was approximately $9.4 million,
$5.9 million and $4.4 million in 2001, 2000 and 1999, respectively.
Other Assets
------------
Other assets primarily include deposits, assets relating to the fair
value of derivatives, equity investments in international
franchisees and other intangibles primarily arising from franchise
acquisitions. Amortization of certain intangible assets is
provided using the straight-line method. Amortization expense was
approximately $94,000 in 2001 and 2000 and $241,000 in 1999.
Insurance Programs
------------------
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 and dental per a
covered individual's lifetime are $2.0 million in 2001, 2000 and
1999. The AD&D and life insurance components of the health
insurance program are fully insured by the Company through
third-party insurance carriers.
32
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
During 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 was partially self-insured for workers' compensation,
general liability and owned and non-owned automobile liabilities
for certain periods prior to December 1998. During December 2001,
the Company entered into a new self-insurance program for workers'
compensation, general liability and owned and non-owned automobile
liabilities to replace the expiring guaranteed cost program. The
Company is liable up to $1.0 million per occurrence under this
program. 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.
Insurance reserves, other than health insurance reserves, are
determined using actuarial estimates. 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 accrued insurance reserves at December 30, 2001 are
sufficient to cover related unpaid losses.
Other Accrued Liabilities
-------------------------
Current and long-term other accrued liabilities primarily include
accruals for sales, income and other taxes, legal matters,
marketing and advertising expenses, store operating expenses,
deferred revenues, liabilities relating to the fair value of
derivatives, deferred compensation and a consulting fee payable to
a Company and Parent Director and former majority Parent
stockholder.
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 Statement of Financial Accounting Standards (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 corporate store revenues are comprised of retail sales of food
through Company-owned stores located in the contiguous U.S. and
are recognized when the food is delivered to or carried out by
customers.
33
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
Domestic franchise revenues are primarily comprised of royalties and,
to a lesser extent, fees from franchisees with operations in the
contiguous U.S., and are recognized when the food is 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 generally 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 Costs
-----------------
Advertising costs are expensed as incurred. Advertising expense, which
relates primarily to Company-owned stores, was approximately $35.3
million, $38.1 million and $37.8 million during 2001, 2000 and
1999, respectively.
Financial Derivatives
---------------------
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 Term Loans A, B and C (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.
34
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
During 2001, the Company entered into an interest rate collar agreement
and three interest rate swap agreements to effectively convert the
variable Eurodollar component of the effective interest rate on a
portion of the Company's debt under Term Loans A, B and C 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 $75.0 million June 2001 - June 2003 3.86% - Floor
6.00% - Ceiling
Interest Rate Swap $75.0 million June 2001 - June 2004 4.90%
Interest Rate Swap $37.5 million September 2001 - September 2003 3.645%
Interest Rate Swap $37.5 million September 2001 - September 2004 3.69%
As of December 30, 2001, the fair value of all of the Company's
derivative instruments is a net liability of approximately $3.0
million, of which $4.0 million is included in current other
accrued liabilities and $1.0 million is included in long-term
other assets.
New Accounting Pronouncement
----------------------------
The Financial Accounting Standards Board has issued SFAS No. 142,
"Goodwill and Other Intangible Assets", which changes the
accounting for goodwill from an amortization method to an
impairment-only approach. Amortization of goodwill will cease upon
adoption of this Statement. The Company is required to adopt this
Statement during fiscal year 2002. The Company has not determined
the impact, if any, that this Statement will have on its
consolidated financial position or results of operation.
Supplemental Disclosures of Cash Flow Information
-------------------------------------------------
The Company paid interest of approximately $60.6 million, $69.9 million
and $56.7 million during 2001, 2000 and 1999, respectively. Cash
paid for Federal income taxes was approximately $7.5 million, $4.7
million and $5.1 million in 2001, 2000 and 1999, respectively.
The Company financed the sale of certain Company-owned stores to
franchisees with notes totaling approximately $7.0 million and
$5.6 million in 2001 and 2000, respectively, including $4.4
million of notes to a former minority Parent stockholder in 2000.
During 2001, the Company distributed approximately $1.8 million of
accounts receivable to the Parent.
35
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 1999 have been reclassified to
conform to the fiscal 2001 presentation.
(2) FINANCING ARRANGEMENTS
At December 30, 2001 and December 31, 2000, long-term debt consisted of
the following (in thousands):
2001 2000
---------- ---------
Term Loan A $ 139,114 $ 159,961
Term Loan B 127,563 130,349
Term Loan C 127,965 130,622
Other borrowings 1,047 142
Senior subordinated notes, 10 3/8% 259,000 265,000
---------- ---------
654,689 686,074
Less- current portion 43,157 21,482
---------- ---------
$ 611,532 $ 664,592
========== =========
On December 21, 1998, Domino's and a subsidiary entered into a new
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 provides the following credit facilities: three term
loans (Term Loan A, Term Loan B and Term Loan C) and a revolving
credit facility (the Revolver). The aggregate borrowings available
under the 1998 Agreement are $545 million.
36
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
The 1998 Agreement provides for borrowings of $175 million under Term
Loan A and $135 million each under Term Loans B and C. Borrowings
under Term Loans A, B and C bear interest, payable at least
quarterly, at either (i) the higher of (a) the specified bank's
prime rate (4.75% at December 30, 2001) and (b) 0.50% above the
Federal Reserve reported overnight funds rate, each plus an
applicable margin of between 0.50% to 2.75%, or (ii) the
Eurodollar rate (2.63% at December 30, 2001) plus an applicable
margin of between 1.50% to 3.75%, with margins determined based
upon the Company's ratio of indebtedness to earnings before
interest, taxes, depreciation and amortization (EBITDA), as
defined. At December 30, 2001, the Company's effective borrowing
rates were 4.875%, 6.125% and 6.375% for Term Loans A, B and C,
respectively. As of December 30, 2001, all borrowings under Term
Loans A, B and C were under Eurodollar contracts with interest
periods of 90 days. Principal payments are required under Term
Loans A, B and C, commencing at varied dates and continuing
quarterly thereafter until maturity. The final scheduled principal
payments on the outstanding borrowings under Term Loans A, B and C
are due in December 2004, December 2006 and December 2007,
respectively.
The 1998 Agreement also provides for borrowings of up to $100 million
under the Revolver, of which up to $35.0 million is available for
letter of credit advances and $10.0 million is available for
swing-line loans. Borrowings under the Revolver (excluding letters
of credit and swing-line loans) 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 2.00%, or (ii) the Eurodollar rate plus an applicable
margin of between 1.50% to 3.00%, with margins determined based
upon the Company's ratio of indebtedness to EBITDA, as defined.
Borrowings under the swing-line portion of the Revolver bear
interest, payable at least quarterly, at the higher of (a) the
specified bank's prime rate or (b) 0.50% above the Federal Reserve
reported overnight funds rate, each plus an applicable margin of
between 0.50% to 2.00% 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
0.25% to 0.50%, determined based upon the Company's ratio of
indebtedness to EBITDA, as defined. At December 30, 2001 the
commitment fee for such unused borrowings is 0.375%. The fee for
letter of credit amounts outstanding at December 30, 2001 is
2.50%. As of December 30, 2001, there is $88.1 million in
available borrowings under the Revolver, with $11.9 million of
letters of credit outstanding. The Revolver expires in December
2004.
The credit facilities included in the 1998 Agreement are guaranteed by
the Parent, are jointly and severally guaranteed by each of
Domino's domestic subsidiaries, and are secured by a first
priority lien on substantially all of the assets of the Company.
The 1998 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 well as maintenance of minimum consolidated adjusted
EBITDA amounts, all as defined in the 1998 Agreement. The 1998
Agreement also restricts the Company's ability to pay dividends on
or redeem or repurchase the Company's capital stock, incur
additional indebtedness, issue preferred stock, make investments,
use assets as security in other transactions and sell certain
assets or merge with or into other companies.
37
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
On December 21, 1998, Domino's 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, Domino's may, at a price above par, redeem all, but not
part, of the Notes if a change in control occurs, as defined.
Beginning January 15, 2004, Domino's 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 each of Domino's domestic
subsidiaries (non-domestic 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 Domino's and its
restricted subsidiaries from, among other restrictions, paying
dividends or redeeming equity interests (including those of the
Parent), 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 30, 2001, management estimates the fair value of the
Notes to be approximately $274.5 million. The carrying amounts of
the Company's other debt approximate fair value.
In 2000, the Company amended the 1998 Agreement whereby a basket of
funds not to exceed $30.0 million was made available for the early
retirement of Notes at the Company's option. In 2001 and 2000, the
Company retired $6.0 million and $10.0 million, respectively, of
the Notes through open market transactions using funds generated
from operations. These retirements resulted in an after-tax
extraordinary loss of approximately $327,000 in 2001 and an
after-tax extraordinary gain of approximately $181,000 in 2000.
These extraordinary items are net of approximately $317,000 and
$583,000 in deferred financing cost amortization expense in 2001
and 2000, respectively, and $207,000 in 1998 Agreement amendment
fees in 2000.
At December 30, 2001 an affiliate of a stockholder of the Parent had
holdings in Term Loans B and C of $22.3 million and holdings in
Notes of $12.0 million. Interest expense to this stockholder
related to Term Loans B and C and the Notes was approximately $3.8
million, $3.4 million and $3.4 million in 2001, 2000 and 1999,
respectively.
As of December 30, 2001, maturities of long-term debt are as follows
(in thousands):
2002 $ 43,157
2003 46,648
2004 63,885
2005 61,432
2006 61,432
Thereafter 378,135
---------
$654,689
=========
38
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 2016. Rent expenses
totaled approximately $23.4 million, $23.1 million and $23.5
million during 2001, 2000 and 1999, respectively. As of December
30, 2001, the future minimum rental commitments for all
noncancellable leases, which include approximately $9.2 million in
commitments to related parties and is net of approximately $6.5
million in future minimum rental commitments which have been
assigned to certain franchisees, are as follows (in thousands):
2002 $ 27,983
2003 23,655
2004 15,496
2005 12,021
2006 8,093
Thereafter 23,620
---------
$ 110,868
=========
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,
the Company accounts for income taxes as if it files its own
consolidated Federal income tax return.
39
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 2001, 2000 and 1999 are as
follows (in thousands):
2001 2000 1999
-------- -------- --------
Federal income tax provision based on the
statutory rate $21,287 $14,384 $ 876
State and local income taxes, net of related
Federal income taxes 1,601 900 909
Non-resident withholding and foreign income
taxes 3,726 3,382 2,792
Foreign tax and other tax credits (4,158) (3,709) (3,064)
Losses attributable to foreign subsidiaries 281 389 505
Non-deductible expenses 498 351 374
Tax reserves, net of related Federal income taxes - - (2,925)
Tax effect of conversion to C Corporation - - 1,001
Other 478 376 (49)
------- ------- ------
$23,713 $16,073 $ 419
======= ======= ======
The components of the 2001, 2000 and 1999 provision for income taxes are
as follows (in thousands):
2001 2000 1999
-------- -------- --------
Provision for Federal income taxes-
Current provision $11,674 $ 4,084 $ 2,630
Deferred provision (benefit) 5,850 7,222 (1,901)
------- ------- ------
Total provision for Federal income taxes 17,524 11,306 729
Provision (benefit) for state and local
income taxes-
Current provision (benefit) 4,005 5,725 (3,054)
Deferred benefit (1,542) (4,340) (48)
Provision for non-resident withholding and
foreign income taxes 3,726 3,382 2,792
------- ------- ------
$23,713 $16,073 $ 419
======= ======= ======
40
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
As of December 30, 2001 and December 31, 2000, the significant
components of net deferred income taxes are as follows (in
thousands):
2001 2000
-------- ----------
Deferred Federal income tax assets--
Step-up of basis on subsidiaries sale
of certain assets $ 38,828 $ 42,109
Covenants not-to-compete 13,956 13,253
Insurance reserves 4,395 5,270
Other accruals and reserves 7,635 7,062
Bad debt reserves 3,220 2,289
Depreciation, amortization and
asset basis differences 3,717 3,645
Deferred revenues 2,503 2,655
Other 2,415 2,295
-------- ----------
76,669 78,578
-------- ----------
Deferred Federal income tax liabilities--
Capitalized software development costs 7,187 4,560
Other 4 8
-------- ----------
7,191 4,568
-------- ----------
Net deferred Federal income tax asset 69,478 74,010
Net deferred state and local income
tax asset 8,094 6,533
-------- ----------
Net deferred income taxes $ 77,572 $ 80,543
======== ==========
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 $ 11,302 $ 73,461 $ 84,763
Deferred tax liabilities - (7,191) (7,191)
-------- ---------- --------
Net deferred income taxes $ 11,302 $ 66,270 $ 77,572
======== ========== ========
41
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
As of December 31, 2000, the classification of net deferred income
taxes is summarized as follows (in thousands):
Current Long-term Total
------- --------- -----
Deferred tax assets $ 9,290 $ 75,821 $ 85,111
Deferred tax liabilities - (4,568) (4,568)
-------- --------- --------
Net deferred income taxes $ 9,290 $ 71,253 $ 80,543
======== ========= ========
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 deferred tax assets is not assured, management believes it
is more likely than not that the deferred tax assets will be
realized. On an ongoing basis, management will assess whether it
remains more likely than not that the deferred tax assets will be
realized.
(5) EMPLOYEE BENEFITS
The Company has a deferred salary reduction 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 $2.3
million, $2.2 million and $2.5 million for 2001, 2000 and 1999,
respectively.
Effective January 4, 1999, the Company established a nonqualified
deferred compensation plan available for the members of the
Company's executive team and certain other key employees. Under this
plan, the participants may defer up to 40% of their annual
compensation. The plan requires the Company to credit the
participants' accounts following each pay period. The participants
direct the investment of their deferred compensation within several
investment funds. At the end of the 1999 plan year, the Company
amended the plan to eliminate Company match and supplemental
contribution provisions beginning in 2000. Prior to 2000, the plan
required the Company to match 30% with respect to the first 25%, 20%
or 15% of participant salary deferrals, depending on the employee.
The Company contributions to this plan were $905,000 in 1999 and are
included in general and administrative expense.
(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to stand-by letters of credit with off-balance
sheet risk. The Company's exposure to credit loss for stand-by
letters of credit and financial guarantees is represented by the
contractual amounts of these instruments. The Company uses the same
credit policies in making conditional obligations as it does for
on-balance sheet instruments. Total conditional commitments under
letters of credit as of December 30, 2001 are $11.9 million, of which
$2.5 million is included in current other accrued liabilities.
42
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 a Company and Parent
Director and former majority Parent stockholder. Total lease
expense related to this lease was $4.5 million, $4.4 million and
$4.4 million for 2001, 2000 and 1999, respectively.
Aggregate future minimum lease commitments under this lease are as
follows (in thousands):
2002 $ 4,606
2003 4,544
Thereafter -
-------
$ 9,150
=======
Distributions
-------------
During 2001 and 1999, the Company distributed approximately $2.7
million and $3.2 million, respectively, to the Parent, which used
the proceeds to satisfy Recapitalization-related obligations to a
Company and Parent Director and former majority Parent stockholder
and certain members of his family.
Consulting Agreement
--------------------
As part of the Recapitalization, the Company entered into a $5.5
million, ten year consulting agreement with a Company and Parent
Director and former majority Parent stockholder. The Company paid
$500,000 in 2001 and 2000 and $1.0 million in 1999 under this
agreement and will pay the remaining $3.5 million ratably over
seven years beginning in 2002.
Covenant Not-to-Compete
-----------------------
As part of the Recapitalization, the Parent entered into a
covenant not-to-compete with a Company and Parent Director and
former majority Parent stockholder. The Parent contributed this
asset to the Company in 1998. Amortization expense was
approximately $5.3 million, $10.9 million and $32.5 million in
2001, 2000 and 1999, respectively. As of December 30, 2001, this
asset is fully amortized.
43
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
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. In
addition to the management services, the Company engaged another
affiliate to provide consulting services during 2000 and 1999. In
2001, the Company incurred $2.0 million for management services.
In 2000, the Company incurred $2.0 million for management services
and $688,000 for consulting services. In 1999, the Company
incurred $2.0 million for management services and $2.2 million for
consulting services. 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 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, a Company and Parent Director and former
majority Parent stockholder agreed to indemnify the Parent and
paid the Parent $4.0 million in 2000. The Parent then contributed
the $4.0 million to the Company. The Company recorded the $4.0
million as a capital contribution in 1999.
(8) RESTRUCTURING
In 1999, the Company recognized approximately $7.6 million in
restructuring charges comprised of staff reduction costs of $6.3
million and exit cost liabilities of $1.3 million. The staff
reduction costs were incurred during the second, third and fourth
quarters, in connection with the reduction of 90 corporate and
administrative employees. As of December 31, 2000, the Company had
paid substantially all of the staff reduction costs.
The exit costs were recorded in the fourth quarter of 1999 in
connection with the closure and relocation of certain
Company-owned stores. The exit cost liability is comprised of the
operating lease obligations after the closure dates and related
leased premises restoration costs. As of December 30, 2001,
approximately $1.1 million of the exit cost liabilities have been
paid. The remaining unpaid exit cost liabilities will be paid as
lease obligations become due.
44
DOMINO'S, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Continued)
(9) 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. 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 2001, 2000 and 1999.
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 information below primarily includes corporate
administrative costs. The "Other" column as it relates to capital
expenditures primarily includes capitalized software and certain
leasehold improvements. All amounts presented below are in
thousands.
Domestic Domestic Intersegment
Stores Distribution International Revenues Other Total
------ ------------ ------------- -------- ----- -----
Revenues-
2001 $496,384 $796,808 $69,995 $(104,906) $ - $1,258,281
2000 498,579 707,224 63,405 (103,128) - 1,166,080
1999 494,796 704,970 58,402 (101,529) - 1,156,639
EBITDA-
2001 $140,649 $ 44,323 $16,346 $ - $ (39,157) $ 162,161
2000 132,859 35,681 15,190 - (36,434) 147,296
1999 138,101 29,302 11,513 - (47,861) 131,055
Capital
Expenditures-
2001 $ 15,984 $ 6,949 $ 352 $ - $ 17,321 $ 40,606
2000 17,439 7,720 1,393 - 11,351 37,903
1999 11,333 5,319 985 - 10,245 27,882
45
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 and extraordinary item:
2001 2000 1999
-------- --------- ---------
Total EBITDA $162,161 $147,296 $131,055
Depreciation and amortization (33,092) (33,604) (51,743)
Interest income 1,778 3,961 992
Interest expense (68,063) (75,217) (74,116)
Gain (loss) on sale of assets (1,964) (1,338) 316
Legal settlement expense indemnified by a
Parent stockholder - - (4,000)
-------- --------- ---------
Income before provision for income taxes
and extraordinary item $ 60,820 $ 41,098 $ 2,504
======== ========= =========
The following table summarizes the Company's identifiable asset
information for 2001 and 2000:
2001 2000
-------- --------
Domestic Stores $ 87,972 $ 86,902
Domestic Distribution 90,564 81,536
-------- --------
Total Domestic Assets 178,536 168,438
International 19,624 17,293
Unallocated 184,133 188,034
-------- --------
Total Consolidated Assets $382,293 $373,765
======== ========
Unallocated assets primarily include cash and cash equivalents,
investments in marketable securities, deferred financing costs,
the covenant not-to-compete obtained as part of the
Recapitalization, capitalized software, assets relating to the
fair value of derivatives, and deferred income taxes.
46
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 and
extraordinary item 12,846 14,540 13,417 20,017 60,820
Net income 7,809 8,876 7,932/(1)/ 12,163/(2)/ 36,780
For the Fiscal
For the Fiscal Quarter Ended Year Ended
----------------------------------------------------- ---------------
March 26, June 18, September 10, December 31, December 31,
2000 2000 2000 2000 2000
---- ---- ---- ---- ----
Total revenues $ 266,918 $ 266,890 $ 267,826 $ 364,446 $ 1,166,080
Income before provision
for income taxes and
extraordinary item 8,803 9,509 8,663 14,123 41,098
Net income 5,047 5,420 4,758/(3)/ 9,981/(4)/ 25,206
/(1)/ Includes $252,000 extraordinary loss on debt extinguishment.
/(2)/ Includes $75,000 extraordinary loss on debt extinguishment.
/(3)/ Includes $181,000 extraordinary loss on debt extinguishment.
/(4)/ Includes $362,000 extraordinary gain on debt extinguishment.
47
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
("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 disclosures.
Attached as 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
the date hereof, 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.
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 * 49
Andrew B. Balson 35
Christopher C. Behrens 41
Thomas S. Monaghan 64
Mark E. Nunnelly 43
Robert M. Rosenberg 64
Robert F. White 46
*Chairman of the Board of Directors
48
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 49 Chief Executive Officer of each of TISM,
Domino's and Domino's Pizza
Harry J. Silverman 43 Chief Financial Officer, Executive Vice
President ("EVP"), Finance of Domino's
Pizza; Vice President of each of TISM
and Domino's
Patrick W. Knotts 47 EVP, Flawless Execution - Corporate of
Domino's Pizza
Michael D. Soignet 42 EVP, Maintain High Standards -
Distribution of Domino's Pizza
J. Patrick Doyle 38 EVP, International of Domino's Pizza
David A. Brandon has served as Chairman, Chief Executive Officer and as a
Director 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
since January 2001. Mr. Balson became a Partner 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
Managers of Anthony Crane Rental, L.P. and the Board of Directors of Odwalla,
Inc.
Christopher C. Behrens has served as a Director of each of TISM and
Domino's since October 1999. Mr. Behrens has been General Partner of JP Morgan
Capital Partners, LLC and its predecessor, Chase Capital Partners, since 1999.
Prior to joining Chase Capital Partners, Mr. Behrens served as Vice President
in Chase's Merchant Banking Group. Mr. Behrens serves on the Board of
Directors of several companies, including Patina Oil & Gas Corporation, and
Portola Packaging Inc. as well as a number of private companies.
Thomas S. Monaghan founded Domino's Pizza in 1960 and served as its
President and Chief Executive Officer through July 1989 and from December 1991
to December 1998. Mr. Monaghan has served as a Director of each of TISM and
Domino's since 1960 and February 1999, respectively. Mr. Monaghan serves on
the Board of Directors of several private companies and non-profit
organizations.
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. 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 F. White has served as a Director of TISM since December 21, 1998
and as a Director of Domino's since February 1999. Mr. White joined Bain
Capital at its inception in 1984. He has been a Managing Director since 1985.
Mr. White has served as the Chief Financial Officer and a founder of
MediVision, a medical services company founded and financed by Bain Capital.
Prior to joining Bain Capital, Mr. White was a Manager at Bain & Company and a
Senior Accountant with Price Waterhouse LLP. Mr. White serves on the Board of
Directors of Brookstone, Inc., as well as a number of private companies.
49
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.
Patrick W. Knotts has served as Executive Vice President of Flawless
Execution - Corporate of Domino's Pizza since January 2001. Mr. Knotts served
as Senior Vice President of Operations for Mrs. Fields Original Cookie, Inc.
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.
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.
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. 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.
50
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information concerning the
compensation for the fiscal year ended December 30, 2001 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
Compensation
------------
Annual Compensation Securities
Name and ------------------- Underlying All Other
Principal Position Year Salary Bonus Options/(1)/ Compensation/(2)/
- ------------------ ---- ------ ----- ---------- ---------------
David A. Brandon 2001 $600,000 $1,100,000 - $1,575
Chairman and Chief 2000 600,000 805,000 - 1,575
Executive Officer /(3)/ 1999 475,385 712,500 1,512,516 842
Harry J. Silverman 2001 310,000 550,000 - 6,173
Chief Financial 2000 309,122 345,696 - 4,956
Officer, Executive 1999 264,373 311,167 550,000 41,599
Vice President
Patrick W. Knotts 2001 268,558 500,000 150,000 33,015
Executive Vice
President /(4)/
Michael D. Soignet 2001 285,000 505,000 - 6,143
Executive Vice 2000 284,185 300,692 - 4,346
President 1999 242,637 285,305 500,000 37,606
J. Patrick Doyle 2001 260,000 455,000 - 6,080
Executive Vice 2000 241,885 275,473 - 6,017
President 1999 196,158 232,660 250,000 4,200
/(1)/ The options are for the purchase of Class A-3 common stock of TISM.
/(2)/ These amounts primarily represent matching and supplemental
contributions made by us pursuant to our deferred compensation plan in
1999, contributions made under our 401(k) plan, relocation expenses,
automobile allowances and term life insurance premiums paid by the
Company for the benefit of the Named Executive Officers.
/(3)/ Mr. Brandon was elected Chairman and Chief Executive Officer on March
31, 1999.
/(4)/ Mr. Knotts was hired in January 2001.
51
OPTION GRANTS
The following table sets forth information concerning TISM Class A-3
stock options granted to Named Executive Officers during the 2001 fiscal
year.
Potential Realizable Value
Number of Percent of Total at Assumed Annual Rates
Securities Options Granted Exercise of Stock Price Appreciation
Underlying to Employees in Price Expiration for Option Term /(2)/
Name Options Granted/(1)/ Fiscal Year ($/Share) Date 5% 10%
---- ------------------- ----------- --------- ---- -- ---
Patrick W. Knotts 150,000 29.9% $0.50 1/1/11 $47,167 $119,531
/(1)/ Options were awarded by the Board of Directors under the TISM, Inc.
Stock Option Plan. Options granted are generally granted at 100% of
management's estimate of fair value of the underlying stock at the date
of grant, 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 of the Company, as defined.
/(2)/ Assumed annual appreciation rates are set by the Securities and
Exchange Commission 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 the Company's common stock does not increase
in value after the grant date of the options, the options are valueless.
OPTION EXERCISES AND FISCAL YEAREND 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 30, 2001.
FISCAL YEAREND OPTIONS VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options At
Options At Fiscal Yearend/(1)/ Fiscal Yearend/(2)/
----------------------------- ------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
David A. Brandon 453,755 1,058,761 $1,361,265 $3,176,283
Harry J. Silverman 341,111 220,000 1,183,694 660,000
Patrick W. Knotts - 150,000 - 450,000
Michael D. Soignet 311,111 200,000 1,093,694 600,000
J. Patrick Doyle 150,000 100,000 450,000 300,000
/(1)/ The numbers reported reflect that Messrs. Brandon, Silverman, Knotts,
Soignet and Doyle each have the option to purchase TISM's Class A-3
common stock. Mr. Brandon has the option to purchase 1,512,516 Class A-3
shares. Mr. Silverman has the option to purchase 550,000 Class A-3
shares. Mr. Knotts has the option to purchase 150,000 Class A-3 shares.
Mr. Soignet has the option to purchase 500,000 Class A-3 shares. Mr.
Doyle has the option to purchases 250,000 Class A-3 shares. Additionally,
Messrs. Silverman and Soignet each have the option to purchase 11,111 of
TISM's Class L common stock. The Class L options are fully vested as of
December 30, 2001. 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 30, 2001.
/(2)/ There was no public trading market for the common stock of TISM as of
December 30, 2001. Accordingly, these values have been calculated on the
basis of the estimated fair market value of such securities on December
30, 2001, as determined by the Board of Directors, less the applicable
exercise price.
52
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 a stock option
for 55,555 shares of TISM Class A-3 common stock. These options vest 20%
annually beginning on March 31, 2000. As of December 30, 2001, these options
were still held by Mr. Rosenberg. Mr. Rosenberg was also paid $10,000 for each
of 2001 and 2000 for his service to the Board of Directors.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
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 will receive $0.5 million per year for the
remainder of the term of the agreement. If we terminate the agreement for any
reason, we are required to remit to Mr. Monaghan a lump sum payment within
thirty days of the termination of the agreement in the full amount of the
retainer payable for the remainder of the term of the consulting agreement. As
a consultant, Mr. Monaghan is 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.
Employment Agreements
Mr. Brandon is employed as Chief Executive Officer and Chairman pursuant
to an 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. If Mr. Brandon's employment 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 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 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
continue to receive his salary for twelve months. If the employment of any of
the other 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 the
Company, 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.
53
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. In 1999, Domino's Pizza was required to match
30% of the amount deferred by a participant under the plan with respect to the
first 15%, 20% or 25% of the participant's compensation, depending on the
employee. In addition, in 1999, Domino's Pizza made a supplemental
contribution, in addition to the matching contribution, of 10% of the deferred
amounts. In December 1999, we amended the plan to eliminate the matching
requirement and the supplemental contribution beginning in 2000. The amounts
under the plan are required to be paid out upon termination of employment or a
change in control of Domino's Pizza.
Senior Executive Deferred Bonus Plan
Prior to the Recapitalization, 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 a
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 board of directors of Domino's Pizza terminates the plan, it
may pay the amounts in the deferred bonus accounts to the participating
executives at that time or make the payments 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 2001 regarding the Company's executive officers were made by the
Board of Directors.
54
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All of Domino's issued and outstanding common stock is owned by TISM. As
of December 30, 2001 the issued and outstanding capital stock of TISM consists
of (i) 49,736,738 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 30,228,231 shares are Class
A-3 Common Stock, par value $0.001 per share, (ii) 5,502,076 shares of Class L
Common Stock, par value $0.001 per share, and (iii) 995,734 shares of 11.5%
Cumulative Preferred Stock, par value $.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, 2002 (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 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 and Related Funds
c/o Bain Capital, LLC
111 Huntington Avenue 4,724,518 /(1)/ 49.0%
Boston, Massachusetts 02199
Thomas S. Monaghan[dagger] 2,595,008 26.9%
24 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
Directors and Named Executive Officers:
David A. Brandon*[dagger] -- --
Harry J. Silverman* -- --
Patrick W. Knotts* -- --
Michael D. Soignet* -- --
J. Patrick Doyle* -- --
Andrew B. Balson[dagger] 36,264 /(2)/ **
Thomas S. Monaghan[dagger] (See above)
Mark E. Nunnelly[dagger] 195,917 /(3)/ 2.0%
Christopher C. Behrens[dagger] 472,452 /(4)/ 4.9%
55
Robert F. White[dagger] 252,430 /(5)/ 2.6%
Robert M. Rosenberg[dagger] -- --
All Directors and Executive 32.2%
Officers as a Group (11 Persons)
[dagger]Director
* Named Executive Officer
** Less than one percent.
/(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., whose sole general partner is Bain
Capital Investors, LLC, a Delaware limited liability company, (ii)
2,104,694 shares of Class A-1 Common Stock owned by Bain Capital VI
Coinvestment Fund ("Coinvest Fund"), whose sole general partner is
Bain Capital Partners VI, L.P., whose sole general partner is Bain
Capital Investors, LLC, a Delaware limited liability company, (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
Bain Capital Investors, LLC 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 Bain Capital Investors, LLC, a Delaware
limited liability company, (v) 34,702 shares of Class A-1 Common Stock
owned by BCIP Trust Associates II, ("BCIP Trust II"), whose managing
partner is Bain Capital Investors, LLC, a Delaware limited liability
company, (vi) 26,043 shares of Class A-1 Common Stock owned by BCIP
Associates II-B ("BCIP II-B"), whose managing partner is Bain Capital
Investors, LLC, a Delaware limited liability company, (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 Bain Capital Investors,
LLC, a Delaware limited liability company, (viii) 50,349 shares of
Class A-1 Common Stock owned by BCIP Associates II-C, whose managing
partner is Bain Capital Investors, LLC, a Delaware limited liability
company, (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 partner 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) 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 (ii) 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. Mr. Balson disclaims beneficial ownership of any such shares
in which he does not have a pecuniary interest.
/(3)/ Consists of (i) 161,215 shares of Class A-1 Common Stock owned by
BCIPII, a Delaware general partnership, (ii) 34,702 shares of Class
A-1 Common Stock owned by BCIP Trust II, a Delaware general
partnership. Mr. Nunnelly and entities affiliated with him are general
partners of each of BCIP II and BCIP Trust II and Mr. Nunnelly is a
member of Bain Capital Investors, LLC a Delaware limited liability
company which is the managing partner of BCIP II and BCIP Trust II.
Mr. Nunnelly disclaims beneficial ownership of any such shares in
which he does not have a pecuniary interest.
/(4)/ Mr. Behrens is a partner of JP Morgan Capital Partners LLC, the general
partner of Chase Equity Associates, L.P. Chase Equity Associates, L.P.
is a shareholder in DP Investors I, LLC which holds 472,452 shares of
Class A-1 Common Stock. Accordingly, Mr. Behrens may be deemed to
beneficially own shares beneficially owned by Capital Partners through
DP Investors I, LLC. Mr. Behrens disclaims beneficial ownership of any
such shares in which he does not have a pecuniary interest.
/(5)/ Consists of (i) 161,215 shares of Class A-1 Common Stock owned by BCIP
II, a Delaware general partnership of which Mr. White is a general
partner, (ii) 34,702 shares of Class A-1 Common Stock owned by BCIP
Trust II, a Delaware limited partnership of which Mr. White is a
general partner, (iii) 50,349 shares of Class A-1 Common Stock owned
by BCIP II-C, a Delaware general partnership of which Mr. White is a
general partner, and (iv) 6,164 shares of Class A-1 Common Stock owned
by PEP, a New South Wales limited company for which Mr. White has a
power of attorney. Mr. White disclaims beneficial ownership of any
such shares in which he does not have a pecuniary interest.
56
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 direct
and indirect 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. In connection with the Recapitalization, Bain Capital
Partners VI, L.P. received a fee of $11.75 million. 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.
CONSULTING AND SERVICE AGREEMENTS
The Company engaged a Bain Capital affiliate to provide consulting
services during 2000 and 1999. In 2000, the Company incurred $688,000 for
consulting services. In 1999, the Company incurred $2.2 million for consulting
services. We believe that all fees paid and committed to are no less favorable
than fees paid or payable to an unrelated third party for similar services.
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 agreed to indemnify TISM for 80% of all related legal settlements. Mr.
Monaghan paid $4.0 million to the Company in 2000.
57
COVENANT NOT-TO-COMPETE
In connection with the Recapitalization, TISM entered into a covenant
not-to-compete with Thomas S. Monaghan. TISM paid Mr. Monaghan $50.0 million
for this covenant not-to-compete in 1998.
LEASE AGREEMENT
In connection with the Recapitalization, Domino's entered into a new
lease agreement with Domino's Farms Office Park Limited Partnership with
respect to its World Resource Center and Michigan distribution center. The
lease provides 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,
who is a director of TISM and Domino's, is the ultimate general partner of
Domino's Farms Office Park Limited Partnership. We believe that this lease is
on terms no less favorable than are obtainable from unrelated third parties.
CONTINGENT NOTE PAYABLE
TISM is contingently liable to pay a Company Director and former majority
stockholder an amount not to exceed approximately $15 million under a note
payable in the event the majority stockholders of the Company sell a certain
percentage of their Company common stock to an unaffiliated party.
58
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS 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 Auditors
Consolidated Balance Sheets as of December 30, 2001 and December
31, 2000
Consolidated Statements of Income for the Years Ended December
30, 2001, December 31, 2000, and January 2, 2000
Consolidated Statements of Comprehensive Income for the Years
Ended December 30, 2001, December 31, 2001, and January 2,
2000
Consolidated Statements of Stockholder's Deficit for the
Years Ended December 30, 2001, December 31, 2000, and January
2, 2000
Consolidated Statements of Cash Flows for the Years Ended
December 30, 2001, December 31, 2000, and January 2, 2000
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
(Form S-4 Registration Statement filed March 22, 1999).
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of
November 24, 1998 (Form S-4 Registration Statement filed March
22, 1999).
2.3 Amendment No. 2 to Agreement and Plan of Merger dated as of
November 24, 1998 (Form S-4 Registration Statement filed March
22, 1999).
2.4 Amendment No. 3 to Agreement and Plan of Merger dated December
18, 1998 (Form S-4 Registration Statement filed March 22,
1999).
2.5 Certificate of Merger for Domino's Pizza LLC and DP CA Comm
Inc.and DP CA Corp Inc. dated December 26, 2001.
3.1 Domino's, Inc. Amended and Restated Certificate of Incorporation
(Form S-4 Registration Statement filed March 22, 1999).
3.2 Domino's, Inc. Amended and Restated By-Laws (Form S-4
Registration Statement filed March 22, 1999).
3.5 Domino's Pizza PMC, Inc. Articles of Incorporation (Exhibit to
our Annual Report on Form 10-K for the fiscal year ended
January 2, 2000 is incorporated herein by reference).
59
3.6 Domino's Pizza PMC, Inc. By-Laws (Exhibit to our Annual Report
on Form 10-K for the fiscal year ended January 2, 2000 is
incorporated herein by reference).
3.7 Domino's Franchise Holding Co. Articles of Incorporation
(Form S-4 Registration Statement filed March 22, 1999).
3.8 Domino's Franchise Holding Co. By-Laws (Form S-4 Registration
Statement filed March 22, 1999).
3.9 Domino's Pizza International, Inc. Amended and Restated
Certificate of Incorporation (Form S-4 Registration Statement
filed March 22, 1999).
3.10 Domino's Pizza International, Inc. Amended and Restated
By-Laws(Form S-4 Registration Statement filed March 22, 1999).
3.11 Domino's Pizza International Payroll Services, Inc. Articles of
Incorporation (Form S-4 Registration Statement filed March 22,
1999).
3.12 Domino's Pizza International Payroll Services, Inc. By-Laws
(Form S-4 Registration Statement filed March 22, 1999).
3.13 Domino's Pizza-Government Services Division, Inc. Articles of
Incorporation (Form S-4 Registration Statement filed March 22,
1999).
3.14 Domino's Pizza-Government Services Division, Inc. By-Laws (Form
S-4 Registration Statement filed March 22, 1999).
3.15 Domino's Pizza LLC Articles of Organization (Exhibit to our
Annual Report on Form 10-K for the fiscal year ended January
2, 2000 is incorporated herein by reference).
3.16 Domino's Pizza LLC By-laws (Exhibit to our Annual Report on
Form 10-K for the fiscal year ended January 2, 2000 is
incorporated herein by reference).
3.21 Domino's Pizza California LLC Articles of Organization (Exhibit
to our Annual Report on Form 10-K for the fiscal year ended
January 2, 2000 is incorporated herein by reference).
3.22 Domino's Pizza California LLC Operating Agreement (Exhibit to
our Annual Report on Form 10-K for the fiscal year ended January
2, 2000 is incorporated herein by reference).
3.23 Domino's Pizza NS Co. Articles of Association (Exhibit to our
Annual Report on Form 10-K for the fiscal year ended January
2, 2000 is incorporated herein by reference).
4.1 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 (Form S-4 Registration Statement filed March
22, 1999).
4.2 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 (Form S-4
Registration Statement filed March 22, 1999).
60
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
(Form S-4 Registration Statement filed March 22, 1999).
10.2 Consulting Agreement dated December 21, 1998 by and between
Domino's Pizza, Inc. and Thomas S. Monaghan (Form S-4
Registration Statement filed March 22, 1999).
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 (Form S-4 Registration Statement filed March 22,
1999).
10.4 Management Agreement by and among TISM, Inc., each of its
direct and indirect subsidiaries and Bain Capital Partners VI,
L.P (Form S-4 Registration Statement filed March 22, 1999).
10.5 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
(Form S-4 Registration Statement filed March 22, 1999).
10.6 Senior Executive Deferred Bonus Plan of Domino's, Inc. dated as
of December 21, 1998 (Form S-4 Registration Statement filed
March 22, 1999).
10.7 Domino's Pizza, Inc. Deferred Compensation Plan adopted
effective January 4, 1999 (Form S-4 Registration Statement
filed March 22, 1999).
10.8 Domino's Pizza, Inc. Amendment to the Deferred Compensation
Plan (Exhibit to our Annual Report on Form 10-K for the fiscal
year ended January 2, 2000 is incorporated herein by
reference).
10.15 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 (Form S-4 Registration Statement filed March 22,
1999).
10.16 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 (Form S-4
Registration Statement filed March 22, 1999).
10.17 Subsidiary Pledge Agreement dated as of December 21, 1998 by
and among Domino's Pizza, Inc., Metro Detroit Pizza, Inc.,
Domino's Pizza International, Inc., Domino's Pizza
International Payroll Services, Inc., Domino's
Pizza-Government Services Division, Inc. and Morgan Guaranty
Trust Company of New York, as Collateral Agent (Form S-4
Registration Statement filed March 22, 1999).
10.18 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 (Form S-4
Registration Statement filed March 22, 1999).
61
10.19 Subsidiary Security Agreement dated as of December 21, 1998 by
and among Domino's Pizza, Inc., Metro Detroit Pizza, Inc.,
Domino's Pizza International, Inc., Domino's Pizza
International Payroll Services, Inc., Domino's
Pizza-Government Services Division, Inc. and Morgan Guaranty
Trust Company of New York, as Collateral Agent (Form S-4
Registration Statement filed March 22, 1999).
10.20 Collateral Account 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 (Form S-4
Registration Statement filed March 22, 1999).
10.21 Employment Agreement dated as of March 31, 1999 between David A.
Brandon and TISM, Inc., Domino's Inc. and Domino's Pizza,
Inc. (Form S-4 Registration Statement filed March 22, 1999).
10.23 TISM, Inc. Third Amended and Restated Stock Option Plan
(Exhibit to our Annual Report on Form 10-K for the fiscal year
ended January 2, 2000 is incorporated herein by reference).
10.25 First Amendment to the TISM, Inc. Third Amended and Restated
Stock Option Plan (Exhibit to our Quarterly Report on Form
10-Q for the fiscal quarter ended June 18, 2000 is
incorporated herein by reference).
10.27 Supplemental Indenture dated as of June 7, 2000 (Exhibit to
our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 18, 2000 is incorporated herein by reference).
10.28 First Amendment, dated as of February 10, 1999, to Credit
Agreement, dated as of December 21, 1998, as amended.
(Exhibit to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 is incorporated herein by reference).
10.29 Second Amendment, dated as of April 16, 1999, to Credit
Agreement, dated as of December 21, 1998, as amended.
(Exhibit to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 is incorporated herein by reference).
10.30 Third Amendment, dated as of July 17, 2000, to Credit
Agreement, dated as of December 21, 1998, as amended (Exhibit
to our Quarterly Report on Form 10-Q/A for the fiscal quarter
ended September 10, 2000 is incorporated herein by reference).
10.32 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. (Exhibit to our
Annual Report on Form 10-K for the fiscal year ended December
31, 2000 is incorporated herein by reference).
10.33 Settlement Letter, dated March 23, 2000, between TISM, Inc. and
Thomas S. Monaghan. (Exhibit to our Annual Report on Form
10-K for the fiscal year ended December 31, 2000 is
incorporated herein by reference).
10.36 Employment Agreement dated as of January 1, 2002 between
Domino's Pizza LLC and Harry S. Silverman.
10.37 Employment Agreement dated as of January 1, 2002 between
Domino's Pizza LLC and Patrick W. Knotts.
10.38 Employment Agreement dated as of January 1, 2002 between
Domino's Pizza LLC and Michael D. Soignet.
10.39 Employment Agreement dated as of January 1, 2002 between
Domino's Pizza LLC and J. Patrick Doyle.
62
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated March 22, 2002.
21.1 Domino's, Inc. subsidiaries
99.1 Risk Factors
99.2 Letter from Domino's, Inc. to the Securities and Exchange
Commission, dated March 22, 2002.
- -----------------
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 30, 2001.
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.
63
Report of Independent Public Accountants
To Domino's, Inc.:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of Domino's, Inc. and
subsidiaries (the Company) included in this Form 10-K, and have issued our
report thereon dated January 30, 2002. Our audit was made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a
whole. The schedule listed in the accompanying index is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
Detroit, Michigan, /s/ ARTHUR ANDERSEN LLP
January 30, 2002.
64
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS
DOMINO'S, INC. and SUBSIDIARIES
(Dollars In Thousands)
Balance * Additions / Balance
Beginning Provision Deductions Translation End of
of Year (Benefit) from Reserves Adjustments Year
------- -------- ------------- ------------ ----
Allowance for doubtful accounts receivable
2001 3,561 2,955 (345) (100) 6,071
2000 2,444 1,996 (827) (52) 3,561
1999 2,794 905 (1,242) (13) 2,444
Allowance for doubtful notes receivable
2001 3,141 41 311 - 3,493
2000 3,537 205 (601) - 3,141
1999 3,165 1,066 (694) - 3,537
- --------------
* Consists primarily of write-offs and recoveries of bad debts
65
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 26th day of March, 2002.
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 26, 2002.
/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/ Christopher C. Behrens
- ------------------------------
Christopher C. Behrens Director
/s/ Thomas S. Monaghan
- ------------------------------
Thomas S. Monaghan Director
/s/ Mark E. Nunnelly
- ------------------------------
Mark E. Nunnelly Director
/s/ Robert M. Rosenberg
- ------------------------------
Robert M. Rosenberg Director
/s/ Robert F. White
- ------------------------------
Robert F. White Director
66