Item 16. Form 10-K Summary.
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Item 16. Form 10-K Summary.
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Not applicable**.**
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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
DOMINO’S PIZZA, INC.
PARENT COMPANY CONDENSED BALANCE SHEETS
(In thousands, except share and per share amounts)
| December 31, | January 1, | |||||||
| 2017 | 2017 | |||||||
| ASSETS | ||||||||
| ASSETS: | ||||||||
| Cash | $ | 6 | $ | 6 | ||||
| Total assets | $ | 6 | $ | 6 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| LIABILITIES: | ||||||||
| Equity in net deficit of subsidiaries | $ | 2,735,384 | $ | 1,883,143 | ||||
| Due to subsidiary | 6 | 6 | ||||||
| Total liabilities | 2,735,390 | 1,883,149 | ||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Common stock, par value $0.01 per share; 170,000,000 shares authorized; 42,898,329 in 2017 and 48,100,143 in 2016 issued and outstanding | 429 | 481 | ||||||
| Preferred stock, par value $0.01 per share; 5,000,000 shares authorized, none issued | — | — | ||||||
| Additional paid-in capital | 5,654 | 1,006 | ||||||
| Retained deficit | (2,739,437 | ) | (1,881,520 | ) | ||||
| Accumulated other comprehensive loss | (2,030) | (3,110) | ||||||
| Total stockholders’ deficit | (2,735,384) | (1,883,143) | ||||||
| Total liabilities and stockholders’ deficit | $ | 6 | $ | 6 |
See accompanying notes to the Schedule I.
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DOMINO’S PIZZA, INC.
PARENT COMPANY CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
| For the Years Ended | ||||||||||||
| December 31, 2017 | January 1, 2017 | January 3, 2016 | ||||||||||
| REVENUES | $ | — | $ | — | $ | — | ||||||
| Total revenues | — | — | — | |||||||||
| OPERATING EXPENSES | — | — | — | |||||||||
| Total operating expenses | — | — | — | |||||||||
| INCOME FROM OPERATIONS | — | — | — | |||||||||
| Equity earnings in subsidiaries | 277,905 | 214,678 | 192,789 | |||||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | 277,905 | 214,678 | 192,789 | |||||||||
| PROVISION FOR INCOME TAXES | — | — | — | |||||||||
| NET INCOME | $ | 277,905 | $ | 214,678 | $ | 192,789 | ||||||
| COMPREHENSIVE INCOME | $ | 278,985 | $ | 215,116 | $ | 191,902 | ||||||
| EARNINGS PER SHARE: | ||||||||||||
| Common Stock – basic | $ | 6.05 | $ | 4.41 | $ | 3.58 | ||||||
| Common Stock – diluted | $ | 5.83 | $ | 4.30 | $ | 3.47 |
See accompanying notes to the Schedule I.
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DOMINO’S PIZZA, INC.
PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
| For the Years Ended | ||||||||||||
| December 31, | January 1, | January 3, | ||||||||||
| 2017 | 2017 | 2016 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net cash provided by operating activities | $ | 299,576 | $ | 281,731 | $ | 226,912 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Dividends from subsidiaries | 852,325 | 82,856 | 594,591 | |||||||||
| Net cash provided by investing activities | 852,325 | 82,856 | 594,591 | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Payments of common stock dividends | (84,298 | ) | (73,925 | ) | (80,329 | ) | ||||||
| Purchase of common stock | (1,064,253 | ) | (300,250 | ) | (738,557 | ) | ||||||
| Other | (3,350 | ) | 9,588 | (2,617 | ) | |||||||
| Net cash used in financing activities | (1,151,901 | ) | (364,587 | ) | (821,503 | ) | ||||||
| CHANGE IN CASH AND CASH EQUIVALENTS | — | — | — | |||||||||
| CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD | 6 | 6 | 6 | |||||||||
| CASH AND CASH EQUIVALENTS, AT END OF PERIOD | $ | 6 | $ | 6 | $ | 6 | ||||||
See accompanying notes to the Schedule I.
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DOMINO’S PIZZA, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
| (1) | INTRODUCTION AND BASIS OF PRESENTATION |
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Domino’s Pizza, Inc., on a stand-alone basis, (the “Parent Company”) has accounted for majority-owned subsidiaries using the equity method of accounting. The accompanying condensed financial statements of the Parent Company should be read in conjunction with the consolidated financial statements of Domino’s Pizza, Inc. and its subsidiaries (the “Company”) and the notes thereto included in Item 8 of this Form 10-K. These financial statements have been provided to comply with Rule 4-08(e) of Regulation S-X.
Use of Estimates
The use of estimates is inherent in the preparation of financial statements in accordance with generally accepted accounting principles. Actual results could differ from those estimates.
Recently Adopted Accounting Standards
In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The new standard was effective for the Parent Company beginning January 2, 2017.
As a result, excess tax benefits or deficiencies from equity-based compensation activity are reflected in the parent company condensed statements of income and comprehensive income as a component of equity earnings in subsidiaries. The Company also elected to account for forfeitures as they occur, rather than to use an estimate of expected forfeitures for financial statement reporting purposes. The adoption of ASU 2016-09 resulted in an increase to net income of $27.2 million in fiscal 2017, primarily due to the recognition of excess tax benefits for options exercised and the vesting of equity awards. The Company’s election to account for forfeitures as they occur had an immaterial impact on its equity-based compensation expense.
| (2) | SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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During 2017, 2016 and 2015, the Parent Company received dividends from its subsidiaries primarily consisting of amounts received to repurchase common stock in connection with the Company’s 2017 and 2015 recapitalization transactions. See Note 4 to the Company’s consolidated financial statements as filed in this Form 10-K for a description of the recapitalization transactions that occurred in 2017 and 2015.
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SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
Domino’s Pizza, Inc. and Subsidiaries
| (in thousands) | Balance Beginning of Year | Provision (Benefit) | Additions/ Deductions **from Reserves *** | Translation Adjustments | Balance End of Year | |||||||||||||||
| Allowance for doubtful accounts receivable: | ||||||||||||||||||||
| 2017 | $ | 2,342 | $ | (88 | ) | $ | (830 | ) | $ | — | $ | 1,424 | ||||||||
| 2016 | 2,662 | (51 | ) | (269 | ) | — | 2,342 | |||||||||||||
| 2015 | 3,361 | (582 | ) | (109 | ) | (8 | ) | 2,662 |
| * | Consists primarily of write-offs, recoveries of bad debt and certain reclassifications. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this annual report to be signed on their behalf by the undersigned, thereunto duly authorized.
| DOMINO’S PIZZA, INC. |
| /s/ Jeffrey D. Lawrence |
| Jeffrey D. Lawrence |
| Chief Financial Officer |
| February 20, 2018 |
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 registrants and in the capacities and on the dates indicated.
| /s/ J. Patrick Doyle | President, Chief Executive Officer and Director (Principal Executive Officer) | |||
| J. Patrick Doyle | ||||
| February 20, 2018 | ||||
| /s/ Jeffrey D. Lawrence | Chief Financial Officer | |||
| Jeffrey D. Lawrence | (Principal Financial and Accounting Officer) | |||
| February 20, 2018 | ||||
| /s/ David A. Brandon | Chairman of the Board of Directors | |||
| David A. Brandon | ||||
| February 20, 2018 | ||||
| /s/ C. Andrew Ballard | Director | |||
| C. Andrew Ballard | ||||
| February 20, 2018 | ||||
| /s/ Andrew B. Balson | Director | |||
| Andrew B. Balson | ||||
| February 20, 2018 | ||||
| /s/ Diana F. Cantor | Director | |||
| Diana F. Cantor | ||||
| February 20, 2018 | ||||
| /s/ Richard L. Federico | Director | |||
| Richard L. Federico | ||||
| February 20, 2018 | ||||
| /s/ James A. Goldman | Director | |||
| James A. Goldman |
February 20, 2018
Previous: Item 15. Exhibits, Financial Statement Schedules.