| Description of Business and Summary of Significant Accounting Policies | Domino’s Pizza, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except percentages, share and per share amounts) (1) Description of Business and Summary of Significant Accounting Policies Description of Business Domino’s Pizza, Inc. (“DPI”), a Delaware corporation, conducts its operations and derives substantially all of its income from operations and cash provided by operating activities through its wholly-owned subsidiary, Domino’s, Inc. (“Domino’s”) and Domino’s wholly-owned subsidiary, Domino’s Pizza LLC (“DPLLC”). DPI and its wholly-owned subsidiaries (collectively, the “Company”) are primarily engaged in the following business activities: (i) retail sales of food through Company-owned Domino’s Pizza stores; (ii) sales of food, equipment and supplies to franchised Domino’s Pizza stores through Company-owned supply chain centers in the U.S. and Canada; (iii) receipt of royalties, advertising contributions and fees from U.S. Domino’s Pizza franchisees; and (iv) receipt of royalties and fees from international Domino’s Pizza franchisees. Principles of Consolidation The accompanying consolidated financial statements include the accounts of DPI and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Fiscal Year The Company’s fiscal year ends on the Sunday closest to December 31. The 2022 fiscal year ended on January 1, 2023, the 2021 fiscal year ended on January 2, 2022 and the 2020 fiscal year ended on January 3, 2021. The 2022 and 2021 fiscal years each consisted of fifty-two weeks and the 2020 fiscal year consisted of fifty-three weeks . Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less at the date of purchase. These investments are carried at cost, which approximates fair value. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents at January 1, 2023 included $ 141.2 million of restricted cash and cash equivalents held for future principal and interest payments and other working capital requirements of the Company’s asset-backed securitization structure, $ 49.9 million of restricted cash equivalents held in a three-month interest reserve as required by the related debt agreements and $ 0.2 million of other restricted cash. As of January 1, 2023, the Company also held $ 143.6 million of advertising fund restricted cash and cash equivalents, which can only be used for activities that promote the Domino’s Pizza brand. Restricted cash and cash equivalents at January 2, 2022 included $ 133.2 million of restricted cash and cash equivalents held for future principal and interest payments and other working capital requirements of the Company’s asset-backed securitization structure, $ 47.2 million of restricted cash equivalents held in a three-month interest reserve as required by the related debt agreements and $ 0.2 million of other restricted cash. As of January 2, 2022, the Company also held $ 161.7 million of advertising fund restricted cash and cash equivalents, which can only be used for activities that promote the Domino’s Pizza brand. Allowances for Credit Losses The Company closely monitors accounts and notes receivable balances and estimates the allowance for credit losses. These estimates are based on historical collection experience and other factors, including those related to current market conditions and events. The Company’s allowances for accounts and notes receivable have not historically been material. The Company also monitors its off-balance sheet exposures under its letters of credit (Note 3), lease guarantees (Note 5) and surety bonds. Total conditional commitments under surety bonds were $ 14.7 million and $ 15.3 million as of January 1, 2023 and January 2, 2022 , respectively. None of these arrangements has had or is likely to have a material effect on the Company’s results of operations, financial condition, revenues, expenses or liquidity. Inventories Inventories are valued at the lower of cost (on a first-in, first-out basis) or net realizable value. Inventories at January 1, 2023 and January 2, 2022 were comprised of the following:
January 1, January 2,
Food $ 74,052 $ 61,994
Equipment and supplies 7,518 6,334
Inventories $ 81,570 $ 68,328 Other Assets Current and long-term other assets primarily include prepaid expenses such as insurance, taxes, deposits, notes receivable, software licenses, implementation costs for cloud-based computing arrangements, covenants not-to-compete and other intangible assets primarily arising from franchise acquisitions. Other long-term assets included implementation costs for cloud-based computing arrangements (primarily related to certain enterprise systems) of $ 11.9 million and $ 10.6 million , net of accumulated amortization of $ 3.5 million and $ 1.7 million as of January 1, 2023 and January 2, 2022 , respectively. Amortization expense for implementation costs for cloud-based computing arrangements was $ 1.9 million, $ 1.3 million and $ 0.4 million in 2022, 2021 and 2020 , respectively. Property, Plant and Equipment Additions to property, plant and equipment are recorded at cost. Repair and maintenance costs are expensed as incurred. Depreciation and amortization expense are recorded 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 5 – 15
Equipment 3 – 15 Depreciation and amortization expense on property, plant and equipment was $ 51.8 million , $ 48.6 million and $ 42.0 million in 2022, 2021 and 2020 , respectively. Impairments of Long-Lived Assets The Company evaluates the potential impairment of long-lived assets at least annually based on various analyses including, on an annual basis, the projection of undiscounted cash flows and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the Company determines that the carrying amount of an asset (or asset group) may not be recoverable, the Company compares the net carrying value of the asset group to the undiscounted net cash flows to be generated from the use and eventual disposition of that asset group. For Company-owned stores, the Company performs this evaluation on an operating market basis, which the Company has determined to be the lowest level for which identifiable cash flows are largely independent of other cash flows. If the carrying amount of a long-lived asset exceeds the amount of the expected future undiscounted cash flows of that asset, the Company estimates the fair value of the assets. If the carrying amount of the asset exceeds the estimated fair value of the asset, an impairment loss is recognized, and the asset is written down to its estimated fair value. There were no triggering events in 2022, 2021 and 2020 and accordingly, the Company did not record any impairment losses on long-lived assets in 2022, 2021 and 2020 . Investments in Marketable Securities Investments in marketable securities consist of investments in various mutual funds made by eligible individuals as part of the Company’s deferred compensation plan (Note 8). These investments are stated at aggregate fair value, are restricted and have been placed in a rabbi trust whereby the amounts are irrevocably set aside to fund the Company’s obligations under the deferred compensation plan. The Company classifies and accounts for these investments in marketable securities as trading securities. Goodwill The Company’s goodwill amounts primarily relate to franchise store acquisitions. The Company performs its required impairment tests in the fourth quarter of each fiscal year and did not recognize any goodwill impairment charges in 2022, 2021 and 2020 . Capitalized Software Capitalized software is recorded at cost and includes purchased, internally-developed and externally-developed software used in the Company’s operations. Amortization expense is provided using the straight-line method over the estimated useful lives of the software, which range from one to ten years. Capitalized software amortization expense was $ 28.5 million , $ 24.3 million and $ 23.0 million in 2022, 2021 and 2020, respectively. As of January 1, 2023, scheduled amortization for capitalized software that had been placed in service as of January 1, 2023 is as follows in the table below. As of January 1, 2023 , the Company also had $ 19.4 million of capitalized software that had not yet been placed in service.
2023 $ 22,657
2024 16,250
2025 10,336
2026 7,286
2027 6,506
Thereafter 25,990
$ 89,025 Equity Investments Without Readily Determinable Fair Values Equity investments without readily determinable fair values are recorded at cost with adjustments for observable changes in prices resulting from orderly transactions for the identical or a similar investment of the same issuer or impairments (Note 4). These amounts are recorded in investments in the Company’s consolidated balance sheet. Any adjustments to the carrying amount are recognized in other income in the Company’s consolidated statements of income. The Company evaluates the potential impairment of its investments based on various analyses including financial results and operating trends, implied values from recent similar transactions and other relevant available information, including the contractual terms of the Company’s investment thereof. If the carrying amount of the investment exceeds the estimated fair value of the investment, an impairment loss is recognized, and the investment is written down to its estimated fair value. Debt Issuance Costs Debt issuance costs are recorded as a reduction to the Company’s debt balance and primarily include the expenses incurred by the Company as part of the 2021, 2019, 2018, 2017 and 2015 Recapitalizations. Refer to Note 3 for a description of the 2021, 2019, 2018, 2017 and 2015 Recapitalizations. Amortization is recorded on a straight-line basis (which is materially consistent with the effective interest method) over the expected terms of the respective debt instrument to which the costs relate and is included in interest expense. Debt issuance cost amortization expense was $ 5.6 million , $ 7.5 million and $ 5.5 million in 2022, 2021 and 2020 , respectively. Insurance Reserves The Company has retention programs for workers’ compensation, general liability and owned and non-owned automobile liabilities for certain periods prior to December 1998 and for periods after December 2001. The Company is generally responsible for up to $ 2.0 million per occurrence under these retention programs for workers’ compensation and general liability exposures. The Company is also generally responsible for between $ 500,000 and $ 5.5 million per occurrence under these retention programs for owned and non-owned automobile liabilities depending on the year. Total insurance limits under these retention programs vary depending on the year covered and range up to $ 110.0 million per occurrence for general liability and owned and non-owned automobile liabilities and up to the applicable statutory limits for workers’ compensation. Casualty insurance reserves relating to the Company's retention programs are based on undiscounted actuarial estimates. These estimates are based on historical information and on certain assumptions about future events. Changes in assumptions for such factors as medical costs and legal actions, as well as changes in actual experience, could cause these estimates to change in the near term. The Company generally receives estimates of outstanding casualty insurance exposures from its independent actuary twice per year and differences between these estimated actuarial exposures and the Company’s recorded amounts are adjusted as appropriate. The Company had reserves for these programs of $ 57.6 million and $ 56.5 million as of January 1, 2023 and January 2, 2022, respectively. In addition, the Company maintains reserves for its share of employee health costs as part of the health care benefits offered to its employees. Reserves are based on estimated claims incurred that have not yet been paid, based on historical claims and payment lag times. Contract Liabilities Contract liabilities consist primarily of deferred franchise fees and deferred development fees. Deferred franchise fees and deferred development fees of $ 5.5 million and $ 5.4 million were included in current other accrued liabilities as of January 1, 2023 and January 2, 2022, respectively. Deferred franchise fees and deferred development fees of $ 22.7 million and $ 24.3 million were included in long-term other accrued liabilities as of January 1, 2023 and January 2, 2022, respectively. Changes in deferred franchise fees and deferred development fees in 2022 and 2021 were as follows:
Fiscal Year Ended
January 1, January 2,
Deferred franchise fees and deferred development fees, beginning of period $ 29,694 $ 19,090
Revenue recognized during the period ( 6,654 ) ( 5,845 )
New deferrals due to cash received and other 5,185 16,449
Deferred franchise fees and deferred development fees, end of period $ 28,225 $ 29,694 The Company expects to recognize revenue associated with deferred franchise fees and deferred development fees as follows in the table below. The Company has applied the sales-based royalty exemption which permits exclusion of variable consideration in the form of sales-based royalties from the disclosure of remaining performance obligations.
2023 $ 5,510
2024 5,200
2025 4,847
2026 4,458
2027 2,942
Thereafter 5,268
$ 28,225 Other Accrued Liabilities Current and long-term other accrued liabilities primarily include accruals for income, sales, property and other taxes, legal reserves, operating expenses, dividends payable, deferred compensation, unredeemed gift cards and contract liabilities. The Company had $ 29.2 million and $ 23.8 million included in other current accrued liabilities related to unredeemed gift cards as of January 1, 2023 and January 2, 2022 , respectively. Foreign Currency Translation The Company’ s foreign entities use their local currency as the functional currency. For these entities, the Company translates net assets into U.S. dollars at year end exchange rates, while income and expense accounts are translated at average annual exchange rates. Currency translation adjustments are included in accumulated other comprehensive income (loss) and foreign currency transaction gains and losses are included in determining net income. Revenue Recognition U.S. Company-owned stores revenues are comprised of retail sales of food through Company-owned Domino’s Pizza stores located in the U.S. and are recognized when the items are delivered to or carried out by customers. Customer payments are generally due at the time of sale. Sales taxes related to these sales are collected from customers and remitted to the appropriate taxing authority and are not reflected in the Company’s consolidated statements of income as revenue. U.S. franchise royalties and fees are primarily comprised of royalties and fees from Domino’s Pizza franchisees with operations in the U.S. Each franchisee is generally required to pay a 5.5 % royalty fee on sales. In certain instances, the Company will collect lower rates based on area development agreements, sales initiatives, store relocation incentives and new store incentives. Royalty revenues are based on a percentage of franchise retail sales and are recognized when the items are delivered to or carried out by franchisees’ customers. U.S. franchise fee revenue primarily relates to per-transaction technology fees that are recognized as the related sales occur. Payments for U.S. royalties and fees are generally due within seven days of the prior week end date. Supply chain revenues are primarily comprised of sales of food, equipment and supplies to franchised Domino’s Pizza stores located in the U.S. and Canada. Revenues from the sale of food are recognized upon delivery of the food to franchisees and payments for food purchases are generally due within 30 days of the shipping date. Revenues from the sale of equipment and supplies are recognized upon delivery or shipment of the related products to franchisees, based on shipping terms, and payments for equipment and supplies are generally due within 90 days of the shipping date. The Company also offers profit sharing rebates and volume discounts to its franchisees. Obligations for profit sharing rebates are calculated based on actual results of its supply chain centers and are recognized as a reduction to revenue. Volume discounts are based on annual sales. The Company estimates the amount that will be earned and records a reduction to revenue throughout the year. International franchise royalties and fees are primarily comprised of royalties and fees from Domino’s Pizza franchisees outside of the U.S. Royalty revenues are recognized when the items are delivered to or carried out by franchisees’ customers. Franchise fees received from international franchisees are recognized as revenue on a straight-line basis over the term of each respective franchise store agreement, which is typically ten years. Development fees received from international master franchisees are also deferred when amounts are received and are recognized as revenue on a straight-line basis over the term of the respective master franchise agreement, which is typically ten years. International franchise fee revenues primarily relate to per-transaction technology fees that are recognized as the related sales occur. International franchise royalties and fees are invoiced at least quarterly and payments are generally due within 60 days. U.S. franchise advertising revenues are comprised of contributions from Domino’s Pizza franchisees with operations in the U.S. to the Domino’s National Advertising Fund Inc. (“DNAF”), the Company’s consolidated not-for-profit subsidiary that administers the Domino’s Pizza system’s national and market level advertising activities in the U.S. Each franchisee is generally required to contribute 6 % of their retail sales to fund national marketing and advertising campaigns (subject, in certain instances, to lower rates based on certain incentives and waivers). These revenues are recognized when items are delivered to or carried out by franchisees’ customers. Payments for U.S. franchise advertising revenues are generally due within seven days of the prior week end date. Although these revenues are restricted to be used only for advertising and promotional activities to benefit franchised stores, the Company has determined there are not performance obligations associated with the franchise advertising contributions received by DNAF that are separate from its U.S. royalty payment stream and as a result, these franchise contributions and the related expenses are presented gross in the Company’s consolidated statements of income. Disaggregation of Revenue Current accounting standards require that companies disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company has included its revenues disaggregated in its consolidated statements of income to satisfy this requirement. Supply Chain Profit-Sharing Arrangements The Company enters into profit-sharing arrangements with U.S. and Canadian franchisees that purchase all of their food from the Company’s supply chain centers. These profit-sharing arrangements generally offer Company-owned stores and participating franchisees 50 % (or a higher percentage in the case of Company-owned stores and certain franchisees who operate a larger number of stores) of the pre-tax profit from the Company’s supply chain center operations. Profit-sharing obligations are recorded as a reduction to supply chain revenues in the same period as the related revenues and costs are recorded, and were $ 110.0 million , $ 148.3 million and $ 169.0 million in 2022, 2021 and 2020 , respectively. Cost of Sales Cost of sales consists primarily of U.S. Company-owned store and supply chain costs incurred to generate related revenues. Components of consolidated cost of sales primarily include food, labor, delivery, occupancy costs (including rent, telephone, utilities and depreciation) and insurance expense . General and Administrative General and administrative expense consists primarily of labor cost (including variable performance-based compensation expense and non-cash equity-based compensation expense), depreciation and amortization, computer expenses, professional fees, travel and entertainment, rent, insurance and other corporate administrative costs. Advertising U.S. stores are generally required to contribute 6% of sales to DNAF. U.S. franchise advertising costs are accrued and expensed when the related U.S. franchise advertising revenues are recognized, as DNAF is obligated to expend such revenues on advertising and other activities that promote the Domino’s brand. U.S. franchise advertising costs expended by DNAF are included in U.S. franchise advertising expenses in the Company’s consolidated statements of income. Advertising costs funded by Company-owned stores are generally expensed as incurred and are included in general and administrative expense. Contributions from Company-owned stores that have not yet been expended are included in advertising fund assets, restricted on the Company’s consolidated balance sheets. Advertising expense included $ 485.3 million , $ 479.5 million and $ 462.2 million of U.S. franchise advertising expense in 2022, 2021 and 2020, respectively. Advertising expense also included $ 33.8 million , $ 42.1 million and $ 35.7 million in 2022, 2021 and 2020, respectively, primarily related to advertising costs funded by U.S. Company-owned stores and other general marketing expenses which are included in general and administrative expense in the consolidated statements of income. As of January 1, 2023, advertising fund assets, restricted of $ 162.7 million consisted of $ 143.6 million of cash and cash equivalents, $ 13.1 million of accounts receivable and $ 6.0 million of prepaid expenses. As of January 1, 2023, advertising fund cash and cash equivalents included $ 4.8 million of cash contributed from U.S. Company-owned stores that had not yet been expended. As of January 2, 2022, advertising fund assets, restricted of $ 180.9 million consisted of $ 161.7 million of cash and cash equivalents, $ 14.5 million of accounts receivable and $ 4.7 million of prepaid expenses. As of January 2, 2022, advertising fund cash and cash equivalents included $ 7.2 million of cash contributed from U.S. Company-owned stores that had not yet been expended. Leases The Company leases certain retail store and supply chain center locations, vehicles, equipment and its corporate headquarters. The Company determines whether an arrangement is or contains a lease at contract inception. The majority of the Company’s leases are classified as operating leases, which are included in operating lease right-of-use assets and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt on the Company’s consolidated balance sheets. Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement, as well as any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option. The Company estimates its incremental borrowing rate for each lease using a portfolio approach based on the respective weighted average term of the agreements. This estimation considers the market rates of the Company’s outstanding collateralized borrowings and interpolations of rates outside of the terms of the outstanding borrowings, including comparisons to comparable borrowings of similarly rated companies with longer term borrowings. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales or general and administrative expense. Amortization expense for finance leases is recognized on a straight-line basis over the lease term and is included in cost of sales or general and administrative expense. Interest expense for finance leases is recognized using the effective interest method. Variable lease payments that do not depend on a rate or index, payments associated with non-lease components and short-term rentals (leases with terms less than 12 months) are expensed as incurred. Common Stock Dividends The Company declared dividends of $ 157.5 million (or $ 4.40 per share) in 2022, $ 139.6 million (or $ 3.76 per share) in 2021 and $ 122.2 million (or $ 3.12 per share) in 2020. The Company paid dividends of $ 157.5 million , $ 139.4 million , and $ 121.9 million in 2022, 2021 and 2020, respectively. On February 21, 2023, the Company’s Board of Directors declared a quarterly dividend of $ 1.21 per common share payable on March 30, 2023 to shareholders of record at the close of business on March 15, 2023. Stock Options and Other Equity-Based Compensation Arrangements The cost of all of the Company’s stock options, as well as other equity-based compensation arrangements, is reflected in the financial statements based on the estimated fair value of the awards (Note 9). Earnings Per Share The Company discloses two calculations of earnings per share (“EPS”): basic EPS and diluted EPS (Note 2). The numerator in calculating common stock basic and diluted EPS is consolidated net income. The denominator in calculating common stock basic EPS is the weighted average shares outstanding. The denominator in calculating common stock diluted EPS includes the additional dilutive effect of outstanding stock options, unvested restricted stock awards and units and unvested performance-based restricted stock awards and units. Supplemental Disclosures of Cash Flow Information The Company paid interest of $ 188.5 million, $ 174.6 million and $ 160.6 million during 2022, 2021 and 2020 , respectively, on its Notes (Note 3). Cash paid for income taxes was $ 134.4 million, $ 106.3 million and $ 60.4 million in 2022, 2021 and 2020, respectively. The Company had $ 6.9 million , $ 5.4 million and $ 4.3 million of non-cash investing activities related to accruals for capital expenditures at January 1, 2023, January 2, 2022 and January 3, 2021 , respectively. The Company also had $ 0.1 million, $ 0.4 million and $ 0.7 million of non-cash investing activities related to lease incentives in 2022, 2021 and 2020 respectively. New Accounting Pronouncements Recently Adopted Accounting Standards Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 , Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”) . ASC 326 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted this standard as of December 30, 2019, the first day of its 2020 fiscal year, using the modified retrospective approach and it did not have a material impact on its consolidated financial statements. The Company recognized the cumulative effect of initially applying ASC 326 as an adjustment to the opening balance of retained deficit. An adjustment to beginning retained deficit and a corresponding adjustment to the allowance for doubtful accounts and notes receivable of $ 1.5 million was recorded on the date of adoption, representing the remeasurement of these accounts to the Company’s estimate for current expected credit losses. The adjustment to beginning retained deficit was also net of a $ 0.4 million adjustment to deferred income taxes. Accounting Standards Not Yet Adopted The Company has considered all new accounting pronouncements issued by the FASB. The Company has not yet adopted the following standard: ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, updated by ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) , which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform. The Company’s 2021 Variable Funding Notes (Note 3) bear interest at fluctuating interest rates based on LIBOR. However, the associated loan documents provide that after the date on which the administrator for LIBOR permanently or indefinitely ceases to provide all available settings of U.S. dollar LIBOR, any new advances under the 2021 Variable Funding Notes that would otherwise have borne interest based on LIBOR, as well as any existing LIBOR advances for which the interest period has expired, will instead bear interest at a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment. The loan documents also permit the lenders to effect a transition from LIBOR to Term SOFR at an earlier date, subject to certain conditions. The Company’s 2022 Variable Funding Notes (Note 3) bear interest at fluctuating interest rates based on Term SOFR. ASU 2020-04, as updated by ASU 2022-06, may currently be adopted and may be applied prospectively to contract modifications made on or before December 31, 2024. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
