UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
Domino’s Pizza, Inc. |
Indicate by check mark whether registrant (1) has 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of April 20, 2023, Domino’s Pizza, Inc. had
Domino’s Pizza, Inc.
TABLE OF CONTENTS
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Page No. |
PART I. |
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets (Unaudited) – As of March 26, 2023 and January 1, 2023 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) – Fiscal quarters ended March 26, 2023 and March 27, 2022 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Domino’s Pizza, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands) |
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March 26, 2023 |
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January 1, 2023 (1) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash and cash equivalents |
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Accounts receivable, net |
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Inventories |
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Prepaid expenses and other |
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Advertising fund assets, restricted |
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Total current assets |
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Property, plant and equipment: |
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Land and buildings |
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Leasehold and other improvements |
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Equipment |
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Construction in progress |
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Accumulated depreciation and amortization |
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Property, plant and equipment, net |
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Other assets: |
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Operating lease right-of-use assets |
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Goodwill |
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Capitalized software, net |
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Investments |
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Deferred income tax assets, net |
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Other assets |
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Total other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ deficit |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
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$ |
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Accounts payable |
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Operating lease liabilities |
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Insurance reserves |
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Dividends payable |
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Advertising fund liabilities |
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Other accrued liabilities |
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Total current liabilities |
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Long-term liabilities: |
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Long-term debt, less current portion |
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Operating lease liabilities |
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Insurance reserves |
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Deferred income tax liabilities |
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Other accrued liabilities |
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Total long-term liabilities |
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Stockholders’ deficit: |
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Common stock |
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Additional paid-in capital |
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Retained deficit |
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Accumulated other comprehensive loss |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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$ |
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$ |
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(1)
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Domino’s Pizza, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
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Fiscal Quarter Ended |
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March 26, |
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March 27, |
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(In thousands, except per share data) |
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2023 |
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2022 |
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Revenues: |
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U.S. Company-owned stores |
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$ |
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$ |
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U.S. franchise royalties and fees |
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Supply chain |
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International franchise royalties and fees |
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U.S. franchise advertising |
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Total revenues |
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Cost of sales: |
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U.S. Company-owned stores |
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Supply chain |
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Total cost of sales |
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Gross margin |
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General and administrative |
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U.S. franchise advertising |
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Refranchising loss |
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Income from operations |
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Interest income |
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Interest expense |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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Earnings per share: |
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Common stock - basic |
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$ |
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$ |
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Common stock - diluted |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Domino’s Pizza, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
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Fiscal Quarter Ended |
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March 26, |
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March 27, |
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(In thousands) |
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2023 |
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2022 |
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Net income |
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$ |
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$ |
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Currency translation adjustment |
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Comprehensive income |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Domino’s Pizza, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Fiscal Quarter Ended |
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March 26, |
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March 27, |
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(In thousands) |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Refranchising loss |
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Loss on sale/disposal of assets |
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Amortization of debt issuance costs |
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(Benefit) provision for deferred income taxes |
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Non-cash equity-based compensation expense |
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Excess tax deficiencies (benefits) from equity-based compensation |
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Provision for losses on accounts and notes receivable |
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Changes in operating assets and liabilities |
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Changes in advertising fund assets and liabilities, restricted |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
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Purchase of franchise operations and other assets |
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Other |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Repayments of long-term debt and finance lease obligations |
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Proceeds from exercise of stock options |
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Purchases of common stock |
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Tax payments for restricted stock upon vesting |
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Payments of common stock dividends and equivalents |
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Net cash used in financing activities |
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( |
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Effect of exchange rate changes on cash |
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Change in cash and cash equivalents, restricted cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Restricted cash and cash equivalents, beginning of period |
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Cash and cash equivalents included in advertising fund assets, restricted, |
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Cash and cash equivalents, restricted cash and cash equivalents and cash and |
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Cash and cash equivalents, end of period |
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Restricted cash and cash equivalents, end of period |
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Cash and cash equivalents included in advertising fund assets, restricted, |
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Cash and cash equivalents, restricted cash and cash equivalents and cash and |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Domino’s Pizza, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited; tabular amounts in thousands, except percentages, share and per share amounts)
March 26, 2023
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes for the fiscal year ended January 1, 2023 included in the Company’s 2022 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 23, 2023 (the “2022 Form 10-K”).
In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair statement have been included. Operating results for the fiscal quarter ended March 26, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023.
2. Segment Information
The following tables summarize revenues and earnings before interest, taxes, depreciation, amortization and other, which is the measure by which the Company allocates resources to its segments and which the Company refers to as Segment Income, for each of its reportable segments. Intersegment revenues are comprised of sales of food, equipment and supplies from the supply chain segment to the Company-owned stores in the U.S. stores segment. Intersegment sales prices are market based. The “Other” column as it relates to Segment Income below primarily includes corporate administrative costs that are not allocable to a reportable segment, including labor, computer expenses, professional fees, travel and entertainment, rent, insurance and other corporate administrative costs.
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Fiscal Quarters Ended March 26, 2023 and March 27, 2022 |
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U.S. |
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Supply |
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International |
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Intersegment |
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Stores |
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Chain |
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Franchise |
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Revenues |
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Other |
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Total |
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Revenues |
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2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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2022 |
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— |
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Segment Income |
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2023 |
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$ |
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$ |
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$ |
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N/A |
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$ |
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$ |
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2022 |
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N/A |
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In the first quarter of 2023, the Company changed its allocation methodology for certain costs which support certain internally developed software used across the Company’s franchise system. This allocation methodology change was implemented in order to reflect the way the chief operating decision maker allocates resources to the Company’s reportable segments and evaluates segment profitability, including the costs of internally developed software.
The change in allocation methodology of certain software development costs resulted in an estimated increase in U.S. stores Segment Income of $
The following table reconciles total Segment Income to consolidated income before provision for income taxes.
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Fiscal Quarter Ended |
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March 26, |
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March 27, |
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2023 |
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2022 |
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Total Segment Income |
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$ |
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$ |
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Depreciation and amortization |
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Refranchising loss |
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— |
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Loss on sale/disposal of assets |
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( |
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( |
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Non-cash equity-based compensation expense |
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( |
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Income from operations |
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Interest income |
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Interest expense |
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Income before provision for income taxes |
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$ |
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$ |
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7
3. Earnings Per Share
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Fiscal Quarter Ended |
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March 26, |
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March 27, |
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2023 |
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2022 |
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Net income available to common stockholders - basic and diluted |
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$ |
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$ |
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Basic weighted average number of shares |
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Earnings per share – basic |
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$ |
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$ |
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Diluted weighted average number of shares |
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Earnings per share – diluted |
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$ |
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$ |
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The denominators used in calculating diluted earnings per share for common stock for the fiscal quarters ended March 26, 2023 and March 27, 2022 do not include the following because the effect of including these shares would be anti-dilutive or because the performance targets for these awards had not yet been met:
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Fiscal Quarter Ended |
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March 26, |
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March 27, |
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2023 |
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2022 |
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Anti-dilutive shares underlying stock-based awards |
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Stock options |
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Restricted stock awards and units |
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Performance condition not met |
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Restricted stock awards and units |
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4. Stockholders’ Deficit
The following table summarizes the changes in stockholders’ deficit for the first quarter of 2023.
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Balance at January 1, 2023 |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Dividends declared on common stock and equivalents |
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— |
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— |
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— |
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( |
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— |
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Issuance and cancellation of stock awards, net |
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— |
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— |
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— |
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— |
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Tax payments for restricted stock upon vesting |
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( |
) |
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— |
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( |
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— |
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— |
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Purchases of common stock |
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( |
) |
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( |
) |
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( |
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( |
) |
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— |
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Exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Non-cash equity-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Currency translation adjustment |
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|
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