Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 28, 2015

Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)


001-32242		38-2511577
(Commission File Number)		(I.R.S. Employer Identification No.)

30 Frank Lloyd Wright Drive Ann Arbor, Michigan		48105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (734) 930-3030

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On September 28, 2015, Domino’s Pizza, Inc. (the “Company”) issued a press release providing certain information regarding the third fiscal quarter of 2015, which ended on September 6, 2015. Financial results for the third fiscal quarter of 2015 are expected to be fully reported on October 8, 2015. A copy of the press release is attached hereto as Exhibit 99.2. The information in this Form 8-K and the Exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 8.01. Other Events.

On September 28, 2015, the Company issued a press release announcing the intent of certain of its subsidiaries to complete a recapitalization transaction, which will include the refinancing of a portion of their outstanding securitization debt, with a new series of securitized notes under its existing securitized financing facility. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto are being furnished pursuant to Item 8.01 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1		Proposed Refinancing Press Release of Domino’s Pizza, Inc., dated September 28, 2015.

99.2		Business Update Press Release of Domino’s Pizza, Inc., dated September 28, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						DOMINO’S PIZZA, INC.
						(Registrant)

Date: September 28, 2015						/s/ Jeffrey D. Lawrence
						Jeffrey D. Lawrence
						Chief Financial Officer

EXHIBIT 99.1


		For Immediate Release		Contact: Lynn Liddle, Executive Vice President, Communications, Investor Relations and Legislative Affairs (734) 930-3008

Domino’s Pizza Announces Refinancing Transaction

ANN ARBOR, Michigan, September 28, 2015: Domino’s Pizza, Inc. (NYSE: DPZ), the recognized world leader in pizza delivery, today announced that certain of its subsidiaries intend to complete a recapitalization transaction, which will include the refinancing of a portion of their outstanding securitization debt with a new series of securitized debt.

•

The last recapitalization occurred in April 2012, with the issuance of a $1.675 billion securitized financing facility consisting of $1.575 billion of fixed rate notes (the “2012 Notes”) and $100 million of variable funding notes.

•

At the end of the third fiscal quarter of 2015, there was approximately $1.52 billion in outstanding principal amount of 2012 Notes.

•

The Company’s subsidiaries intend to issue approximately $1.5 billion of new fixed rate notes and use the proceeds to prepay and retire 35% of the 2012 Notes at par, for approximately $551 million, to pay transaction fees and for general corporate purposes.

•

The Company also expects to enter into a new $125 million variable funding note facility, which will replace its existing $100 million variable funding note facility.

The consummation of the offering is subject to market and other conditions and is anticipated to close in the fourth quarter of 2015. However, there can be no assurance that we will be able to successfully complete the refinancing transaction, on the terms described or at all.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the new fixed rate notes or any other security. The notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.

About Domino’s Pizza^®

Founded in 1960, Domino’s Pizza is the recognized world leader in pizza delivery, with a significant business in carryout pizza. It ranks among the world’s top public restaurant brands with a global enterprise of more than 12,100 stores in over 80 international markets. Domino’s had global retail sales of over $8.9 billion in 2014, comprised of more than $4.1 billion in the U.S. and nearly $4.8 billion internationally. In the third quarter of 2015, Domino’s had global retail sales of over $2.1 billion, comprised of over $1.0 billion in the U.S. and over $1.1 billion internationally. Its system is comprised of independent franchise owners who accounted for nearly 97% of Domino’s stores as of the third quarter of 2015. Emphasis on technology innovation helped Domino’s generate approximately 50% of U.S. sales from digital channels at the end of 2014, and reach an estimated run rate of $4.0 billion annually in global digital sales. Domino’s features an ordering app lineup that covers nearly 95% of the U.S. smartphone market and has recently introduced several innovative ordering platforms, including Ford SYNC^®, Samsung Smart TV^® and Pebble Watch, as well as Twitter and text message using a pizza emoji. In June 2014, Domino’s debuted voice ordering for its iPhone^® and Android™ apps, a true technology first within traditional and e-commerce retail.

Order – www.dominos.com

Mobile – http://mobile.dominos.com

Digital Info – anyware.dominos.com

Company Info – biz.dominos.com

Twitter – http://twitter.com/dominos

Facebook – http://www.facebook.com/dominos

YouTube – http://www.youtube.com/dominos

More…

DPZ Refinancing, Page Two

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

This press release contains forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. These forward-looking statements relating to our anticipated profitability, estimates in same store sales growth, the growth of our international business, ability to service our indebtedness, our future cash flows, our operating performance, trends in our business and other descriptions of future events reflect the Company’s expectations based upon currently available information and data. However, actual results are subject to future risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause actual results to differ materially include: the level of our long-term and other indebtedness as well as our ability to complete the proposed refinancing on the terms described or at all; uncertainties relating to litigation; consumer preferences, spending patterns and demographic trends; the effectiveness of our advertising, operations and promotional initiatives; the strength of our brand in the markets in which we compete; our ability to retain key personnel; new product, digital ordering and concept developments by us, and other food-industry competitors; the ongoing level of profitability of our franchisees; and our ability and that of our franchisees to open new restaurants and keep existing restaurants in operation; changes in operating expenses resulting from changes in prices of food (particularly cheese), labor, utilities, insurance, employee benefits and other operating costs; the impact that widespread illness or general health concerns may have on our business and the economy of the countries where we operate; severe weather conditions and natural disasters; changes in our effective tax rate; changes in foreign currency exchange rates; changes in government legislation and regulations; adequacy of our insurance coverage; costs related to future financings; our ability and that of our franchisees to successfully operate in the current credit environment; changes in the level of consumer spending given the general economic conditions including interest rates, energy prices and weak consumer confidence; availability of borrowings under our variable funding notes and our letters of credit; and changes in accounting policies. Important factors that could cause actual results to differ materially from our expectations are more fully described in our other filings with the Securities and Exchange Commission, including under the section headed “Risk Factors” in our annual report on Form 10-K. These forward-looking statements speak only as of the date of this press release, and you should not rely on such statements as representing the views of the Company as of any subsequent date. Except as required by applicable securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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EXHIBIT 99.2


		For Immediate Release		Contact: Lynn Liddle, Executive Vice President, Communications, Investor Relations and Legislative Affairs (734) 930-3008

Domino’s Pizza Provides Third Quarter Business Update

Announces Insurance Charge and Robust Sales and Store Growth

ANN ARBOR, Michigan, September 28, 2015: Domino’s Pizza, Inc. (NYSE: DPZ), the recognized world leader in pizza delivery, today provided certain information regarding its third quarter, which ended on September 6, 2015. Financial results for the third quarter are expected to be fully reported on October 8, 2015.

Insurance Charge

The Company has retention programs for workers’ compensation, general liability and owned and non-owned automobile liabilities for its corporate stores, offices and supply chain centers. Insurance reserves relating to these retention programs are based on independent actuarial estimates.

While the Company’s claims activity in these areas has been fairly consistent over the past several years, a more recent increase in the frequency and severity of claims has resulted in an independent actuarial determination that will require the Company to record an estimated pre-tax expense of approximately $5.7 million in the third quarter of 2015. This will result in an estimated six-cent decrease in the third quarter 2015 diluted earnings per share. The Company will continue to focus on its safety efforts for all of its team members.

Top Line Growth Drivers

The Company announced strong same store sales and store growth for the third quarter of 2015, which ended on September 6, 2015.


	Third quarter 2015
Same store sales growth: (versus prior year period)
Domestic Company-owned stores		+ 11.5	%
Domestic franchise stores		+ 10.4	%

Domestic stores		+ 10.5	%

International stores (excluding foreign currency impact)		+ 7.7	%


	Domestic Company- owned Stores		Domestic Franchise Stores			Total Domestic Stores			International Stores			Total
Store counts:
Store count at June 14, 2015		376		4,722			5,098			6,827			11,925
Openings		1		23			24			201			225
Closings		—		(10	)		(10	)		(21	)		(31	)

Store count at September 6, 2015		377		4,735			5,112			7,007			12,119

Third quarter 2015 net change		1		13			14			180			194

Trailing four quarters net change		1		95			96			742			838