[10-Q] DOMINOS PIZZA INC Quarterly Earnings Report
Domino’s Pizza (DPZ) reported solid third‑quarter 2025 operating performance and completed a major refinancing. Total revenue rose to $1.15 billion from $1.08 billion, and income from operations increased 12.2% to $223.2 million. Diluted EPS was $4.08 versus $4.19 a year ago as interest expense remained similar.
Sales drivers stayed healthy: global retail sales grew 6.3% excluding currency, with U.S. same store sales +5.2% and international +1.7%. Net store growth was 214 (29 U.S., 185 international). Year‑to‑date, operating cash flow reached $552.3 million, supporting $277.7 million of share repurchases and dividends.
The company issued $1.0 billion in new 2025 Notes (4.930% five‑year, 5.217% seven‑year) and used proceeds plus $160 million cash to retire the remaining $742.0 million of 2015 Ten‑Year Notes and $402.7 million of 2018 7.5‑Year Notes, prefund interest, and pay fees. Long‑term debt was $4.81 billion at quarter end. The Board declared a $1.74 quarterly dividend. The company also sold 4.2 million DPC Dash shares for $44.1 million and recorded small net fair‑value adjustments during the period.
Domino’s Pizza (DPZ) ha riportato una solida performance operativa nel terzo trimestre 2025 e ha completato una ristrutturazione significativa del debito. Ricavi totali sono saliti a $1,15 miliardi da $1,08 miliardi, e l’utile operativo è aumentato del 12,2% a $223,2 milioni. EPS diluito è stato di $4,08 rispetto a $4,19 un anno fa, poiché le spese per interessi si sono mantenute stabili.
Gli indicatori di vendita hanno continuato a essere solidi: le vendite al dettaglio globali sono cresciute del 6,3% escludendo l’effetto valuta, con vendite same-store US +5,2% e internazionale +1,7%. La crescita netta dei negozi è stata di 214 (29 US, 185 internazionale). Nell’anno in corso, il flusso di cassa operativo ha raggiunto $552,3 milioni, sostenendo $277,7 milioni di riacquisti di azioni e dividendi.
L’azienda ha emesso $1,0 miliardo in nuovi Notes 2025 (4,930% a cinque anni, 5,217% a sette anni) e ha usato i proventi insieme a $160 milioni di cassa per estinguere i restanti $742,0 milioni di Notes decennali del 2015 e $402,7 milioni di Notes di 2018 a 7,5 anni, prefinanziando interessi e pagando le commissioni. Debito a lungo termine era $4,81 miliardi a fine trimestre. Il consiglio ha dichiarato un dividendo trimestrale di $1,74. La società ha inoltre venduto 4,2 milioni di azioni DPC Dash per $44,1 milioni e registrato piccole rettifiche di fair value nette nel corso del periodo.
Domino’s Pizza (DPZ) informó un sólido desempeño operativo en el tercer trimestre de 2025 y completó una importante refinanciación. Ingresos totales subieron a $1.15 mil millones desde $1.08 mil millones, y ingreso operativo aumentó un 12,2% a $223.2 millones. EPS diluido fue de $4.08 frente a $4.19 hace un año, ya que el gasto por intereses se mantuvo similar.
Los impulsores de ventas se mantuvieron saludables: las ventas minoristas globales crecieron un 6.3% excluyendo divisas, con ventas comparables en EE. UU. +5.2% y internacional +1.7%. El crecimiento neto de tiendas fue de 214 (29 en EE. UU., 185 a nivel internacional). En lo que va del año, el flujo de efectivo operativo alcanzó $552.3 millones, respaldando $277.7 millones en recompras de acciones y dividendos.
La empresa emitió $1.0 mil millones en nuevas Notas 2025 (4.930% a cinco años, 5.217% a siete años) y utilizó los ingresos más $160 millones en efectivo para cancelar los restantes $742.0 millones de las Notas a diez años de 2015 y $402.7 millones de las Notas de 2018 a 7.5 años, prefinanciando intereses y pagando comisiones. Deuda a largo plazo fue de $4.81 mil millones al cierre del trimestre. La Junta aprobó un dividendo trimestral de $1.74. La empresa también vendió 4.2 millones de acciones DPC Dash por $44.1 millones y registró pequeños ajustes razonables netos durante el periodo.
Domino’s Pizza (DPZ)는 2025년 3분기 안정적인 운영실적을 보고하고 대규모 재융자를 완료했습니다. 총매출은 $11.5억에서 상승했고, 영업이익은 12.2% 증가하여 $2.232억에 이르렀습니다. 희석 주당순이익(EPS)은 $4.08로 전년 동기 $4.19 대비 소폭 감소했습니다. 이는 금리비용이 비슷하게 유지되었기 때문입니다.
매출 견인력은 양호했습니다: 환율을 제외한 글로벌 소매매출은 6.3% 증가했고, 미국 동기간 매출(Same-Store) +5.2%, 해외 +1.7%였습니다. 순점포성장은 214개로 미국 29개, 해외 185개였습니다. 연초부터 누적 영업현금흐름은 $552.3백만에 달했고, 이는 $277.7백만의 주주환원 및 배당사업을 뒷받침했습니다.
회사는 새로운 2025 채권으로 $1.0십억을 발행했고(4.930% 5년, 5.217% 7년) 이자와 현금을 더해 2015년 10년 채무의 잔액 $742.0백만과 2018년 7.5년 채무 $402.7백만을 상환했고, 이자는 선지급하고 수수료를 지급했습니다. 장기부채는 분기말에 $4.81십억이었습니다. 이사회는 분기 배당금을 $1.74로 선언했습니다. 또한 4.2백만 주의 DPC Dash를 $44.1백만에 매각했고, 기간 중 소규모 순공정가 평가 차익 조정을 기록했습니다.
Domino’s Pizza (DPZ) a enregistré une solide performance opérationnelle au troisième trimestre 2025 et a finalisé un refinancement important. Le chiffre d’affaires total s’est élevé à $1,15 milliard contre 1,08 milliard, et le résultat opérationnel a augmenté de 12,2% à $223,2 millions. L’EPS dilué était de $4,08 contre $4,19 l’an dernier, les charges d’intérêts restant similaires.
Les moteurs de vente sont restés soutenus : les ventes au détail mondiales ont progressé de 6,3% hors effet des changes, avec ventes comparables USA +5,2% et international +1,7%. La croissance nette des magasins s’est élevée à 214 (29 États-Unis, 185 à l’international). Depuis le début de l’année, le flux de trésorerie opérationnel a atteint $552,3 millions, permettant $277,7 millions de rachats d’actions et de dividendes.
La société a émis $1,0 milliard en nouvelles Notes 2025 (4,930% sur cinq ans, 5,217% sur sept ans) et a utilisé les produits plus $160 millions de liquidités pour rembourser le solde restant $742,0 millions des Notes 2015 Ten-Year et $402,7 millions des Notes 2018 7,5-Year, préfinançant les intérêts et payant les frais. La dette à long terme était de $4,81 milliards à la fin du trimestre. Le conseil d’administration a déclaré un dividende trimestriel de $1,74. La société a également vendu 4,2 millions d’actions DPC Dash pour $44,1 millions et enregistré de petits ajustements de juste valeur nets pendant la période.
Domino’s Pizza (DPZ) meldete im dritten Quartal 2025 eine solide operative Leistung und schloss eine bedeutende Refinanzierung ab. Gesamtumsatz stieg auf $1,15 Milliarden von $1,08 Milliarden, und betriebsgewinn wuchs um 12,2% auf $223,2 Millionen. verwässertes EPS betrug $4,08 gegenüber $4,19 vor einem Jahr, da die Zinsaufwendungen relativ stabil blieben.
Die Treiber des Umsatzes blieben gesund: Globale Einzelhandelsumsätze wuchsen ohne Währungseffekte um 6,3%, mit US-Same-Store-Verkäufen +5,2% und international +1,7%. Netto-Store-Wachstum betrug 214 (29 US, 185 international). Year-to-date erreichte der operative Cashflow $552,3 Millionen, was $277,7 Millionen an Aktienrückkäufen und Dividenden unterstützte.
Das Unternehmen emittierte $1,0 Milliarde in neuen 2025 Notes (4,930% fünf Jahre, 5,217% sieben Jahre) und verwendete die Erlöse plus $160 Millionen Bargeld, um die verbleibenden $742,0 Millionen der 2015 Ten-Year Notes und $402,7 Millionen der 2018 7,5-Year Notes zurückzukaufen, Zinsen vorzufinanzieren und Gebühren zu zahlen. Die langfristige Verbindlichkeiten beliefen sich am Quartalsende auf $4,81 Milliarden. Der Vorstand kündigte eine vierteljährliche Dividende von $1,74 an. Zudem verkaufte das Unternehmen 4,2 Millionen DPC Dash-Aktien für $44,1 Millionen und verzeichnete während des Berichtszeitraums kleine Nettofair-Value-Anpassungen.
دويمينوز بيتزا (DPZ) أبلغ عن أداء تشغيلي قوي في الربع الثالث من 2025 وأتم إعادة تمويل كبيرة. الإيرادات الإجمالية ارتفعت إلى $1.15 مليار من $1.08 مليار، و
استمرت دوافع المبيعات في الحفاظ على الصحة: ارتفعت المبيعات بالتجزئة العالمية 6.3% باستثناء العملة، مع مبيعات الولايات المتحدة بنفس المتجر +5.2% و الدولي +1.7%. نمو صافي المتاجر كان 214 (29 في الولايات المتحدة، 185 عالميًا). حتى تاريخه في السنة، وصل التدفق النقدي من التشغيل إلى $552.3 مليون، مما دعم $277.7 مليون من إعادة شراء الأسهم وتوزيعات الأرباح.
أصدرت الشركة $1.0 مليار في سندات جديدة لـ 2025 Notes (4.930% لخمس سنوات، 5.217% لسبع سنوات) واستخدمت العوائد بالإضافة إلى $160 مليون نقدًا لسداد ما تبقى من $742.0 مليون من سندات 2015 Ten-Year و$402.7 مليون من سندات 2018 7.5-Year، مقدمًا الفوائد ودفع الرسوم. كان الديْن طويل الأجل عند نهاية الربع $4.81 مليار. المجلس قرر توزيع أرباح ربع سنوية قدرها $1.74. كما باعت الشركة 4.2 مليون من أسهم DPC Dash بمبلغ $44.1 مليون وسجّلت تعديلات صافية ضئيلة في القيمة العادلة خلال الفترة.
Domino’s Pizza (DPZ) 报告了2025年第三季度稳健的运营表现，并完成了一项重大再融资。总收入由1.08亿美元增至$11.5亿，经营利润增长12.2%至$2.232亿。摊薄后每股收益（EPS）为$4.08，较去年同期的$4.19略降，原因是利息支出维持在相近水平。
销售驱动因素保持健康：全球零售销售在汇率不计的情况下增长6.3%，美国同店销售增长+5.2%，国际市场+1.7%。净门店增长为214家（美国29家，国际185家）。年初至今，经营性现金流达到$552.3百万，支持$277.7百万的股票回购和股息。
公司发行了$1.0十亿美元的新2025年票据（五年4.930%、七年5.217%），并将发行收益外加$160百万现金用于偿还剩余的$742.0百万的2015年十年期票据和$402.7百万的2018年7.5年票据，预付利息并支付费用。长期债务在季度末为$4.81十亿美元。董事会宣布每季度股息为$1.74。公司还以$44.1百万出售了420万股 DPC Dash股票，并在期内记录了小额净公允价值调整。
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Insights
Operations improved; refinancing extends maturities at fixed rates.
Domino’s grew revenue to
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A new
Domino’s Pizza (DPZ) ha riportato una solida performance operativa nel terzo trimestre 2025 e ha completato una ristrutturazione significativa del debito. Ricavi totali sono saliti a $1,15 miliardi da $1,08 miliardi, e l’utile operativo è aumentato del 12,2% a $223,2 milioni. EPS diluito è stato di $4,08 rispetto a $4,19 un anno fa, poiché le spese per interessi si sono mantenute stabili.
Gli indicatori di vendita hanno continuato a essere solidi: le vendite al dettaglio globali sono cresciute del 6,3% escludendo l’effetto valuta, con vendite same-store US +5,2% e internazionale +1,7%. La crescita netta dei negozi è stata di 214 (29 US, 185 internazionale). Nell’anno in corso, il flusso di cassa operativo ha raggiunto $552,3 milioni, sostenendo $277,7 milioni di riacquisti di azioni e dividendi.
L’azienda ha emesso $1,0 miliardo in nuovi Notes 2025 (4,930% a cinque anni, 5,217% a sette anni) e ha usato i proventi insieme a $160 milioni di cassa per estinguere i restanti $742,0 milioni di Notes decennali del 2015 e $402,7 milioni di Notes di 2018 a 7,5 anni, prefinanziando interessi e pagando le commissioni. Debito a lungo termine era $4,81 miliardi a fine trimestre. Il consiglio ha dichiarato un dividendo trimestrale di $1,74. La società ha inoltre venduto 4,2 milioni di azioni DPC Dash per $44,1 milioni e registrato piccole rettifiche di fair value nette nel corso del periodo.
Domino’s Pizza (DPZ) informó un sólido desempeño operativo en el tercer trimestre de 2025 y completó una importante refinanciación. Ingresos totales subieron a $1.15 mil millones desde $1.08 mil millones, y ingreso operativo aumentó un 12,2% a $223.2 millones. EPS diluido fue de $4.08 frente a $4.19 hace un año, ya que el gasto por intereses se mantuvo similar.
Los impulsores de ventas se mantuvieron saludables: las ventas minoristas globales crecieron un 6.3% excluyendo divisas, con ventas comparables en EE. UU. +5.2% y internacional +1.7%. El crecimiento neto de tiendas fue de 214 (29 en EE. UU., 185 a nivel internacional). En lo que va del año, el flujo de efectivo operativo alcanzó $552.3 millones, respaldando $277.7 millones en recompras de acciones y dividendos.
La empresa emitió $1.0 mil millones en nuevas Notas 2025 (4.930% a cinco años, 5.217% a siete años) y utilizó los ingresos más $160 millones en efectivo para cancelar los restantes $742.0 millones de las Notas a diez años de 2015 y $402.7 millones de las Notas de 2018 a 7.5 años, prefinanciando intereses y pagando comisiones. Deuda a largo plazo fue de $4.81 mil millones al cierre del trimestre. La Junta aprobó un dividendo trimestral de $1.74. La empresa también vendió 4.2 millones de acciones DPC Dash por $44.1 millones y registró pequeños ajustes razonables netos durante el periodo.
Domino’s Pizza (DPZ)는 2025년 3분기 안정적인 운영실적을 보고하고 대규모 재융자를 완료했습니다. 총매출은 $11.5억에서 상승했고, 영업이익은 12.2% 증가하여 $2.232억에 이르렀습니다. 희석 주당순이익(EPS)은 $4.08로 전년 동기 $4.19 대비 소폭 감소했습니다. 이는 금리비용이 비슷하게 유지되었기 때문입니다.
매출 견인력은 양호했습니다: 환율을 제외한 글로벌 소매매출은 6.3% 증가했고, 미국 동기간 매출(Same-Store) +5.2%, 해외 +1.7%였습니다. 순점포성장은 214개로 미국 29개, 해외 185개였습니다. 연초부터 누적 영업현금흐름은 $552.3백만에 달했고, 이는 $277.7백만의 주주환원 및 배당사업을 뒷받침했습니다.
회사는 새로운 2025 채권으로 $1.0십억을 발행했고(4.930% 5년, 5.217% 7년) 이자와 현금을 더해 2015년 10년 채무의 잔액 $742.0백만과 2018년 7.5년 채무 $402.7백만을 상환했고, 이자는 선지급하고 수수료를 지급했습니다. 장기부채는 분기말에 $4.81십억이었습니다. 이사회는 분기 배당금을 $1.74로 선언했습니다. 또한 4.2백만 주의 DPC Dash를 $44.1백만에 매각했고, 기간 중 소규모 순공정가 평가 차익 조정을 기록했습니다.
Domino’s Pizza (DPZ) a enregistré une solide performance opérationnelle au troisième trimestre 2025 et a finalisé un refinancement important. Le chiffre d’affaires total s’est élevé à $1,15 milliard contre 1,08 milliard, et le résultat opérationnel a augmenté de 12,2% à $223,2 millions. L’EPS dilué était de $4,08 contre $4,19 l’an dernier, les charges d’intérêts restant similaires.
Les moteurs de vente sont restés soutenus : les ventes au détail mondiales ont progressé de 6,3% hors effet des changes, avec ventes comparables USA +5,2% et international +1,7%. La croissance nette des magasins s’est élevée à 214 (29 États-Unis, 185 à l’international). Depuis le début de l’année, le flux de trésorerie opérationnel a atteint $552,3 millions, permettant $277,7 millions de rachats d’actions et de dividendes.
La société a émis $1,0 milliard en nouvelles Notes 2025 (4,930% sur cinq ans, 5,217% sur sept ans) et a utilisé les produits plus $160 millions de liquidités pour rembourser le solde restant $742,0 millions des Notes 2015 Ten-Year et $402,7 millions des Notes 2018 7,5-Year, préfinançant les intérêts et payant les frais. La dette à long terme était de $4,81 milliards à la fin du trimestre. Le conseil d’administration a déclaré un dividende trimestriel de $1,74. La société a également vendu 4,2 millions d’actions DPC Dash pour $44,1 millions et enregistré de petits ajustements de juste valeur nets pendant la période.
Domino’s Pizza (DPZ) meldete im dritten Quartal 2025 eine solide operative Leistung und schloss eine bedeutende Refinanzierung ab. Gesamtumsatz stieg auf $1,15 Milliarden von $1,08 Milliarden, und betriebsgewinn wuchs um 12,2% auf $223,2 Millionen. verwässertes EPS betrug $4,08 gegenüber $4,19 vor einem Jahr, da die Zinsaufwendungen relativ stabil blieben.
Die Treiber des Umsatzes blieben gesund: Globale Einzelhandelsumsätze wuchsen ohne Währungseffekte um 6,3%, mit US-Same-Store-Verkäufen +5,2% und international +1,7%. Netto-Store-Wachstum betrug 214 (29 US, 185 international). Year-to-date erreichte der operative Cashflow $552,3 Millionen, was $277,7 Millionen an Aktienrückkäufen und Dividenden unterstützte.
Das Unternehmen emittierte $1,0 Milliarde in neuen 2025 Notes (4,930% fünf Jahre, 5,217% sieben Jahre) und verwendete die Erlöse plus $160 Millionen Bargeld, um die verbleibenden $742,0 Millionen der 2015 Ten-Year Notes und $402,7 Millionen der 2018 7,5-Year Notes zurückzukaufen, Zinsen vorzufinanzieren und Gebühren zu zahlen. Die langfristige Verbindlichkeiten beliefen sich am Quartalsende auf $4,81 Milliarden. Der Vorstand kündigte eine vierteljährliche Dividende von $1,74 an. Zudem verkaufte das Unternehmen 4,2 Millionen DPC Dash-Aktien für $44,1 Millionen und verzeichnete während des Berichtszeitraums kleine Nettofair-Value-Anpassungen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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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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 ☐ No
As of October 7, 2025, Domino’s Pizza, Inc. had
Domino’s Pizza, Inc.
TABLE OF CONTENTS
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FINANCIAL INFORMATION |
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Financial Statements |
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Condensed Consolidated Balance Sheets (Unaudited) – As of September 7, 2025 and December 29, 2024 |
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Condensed Consolidated Statements of Income (Unaudited) – Fiscal quarters and three fiscal quarters ended September 7, 2025 and September 8, 2024 |
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) – Fiscal quarters and three fiscal quarters ended September 7, 2025 and September 8, 2024 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) – Three fiscal quarters ended September 7, 2025 and September 8, 2024 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Quantitative and Qualitative Disclosures About Market Risk |
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Controls and Procedures |
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|
||
PART II. |
|
OTHER INFORMATION |
|
|
|
|
|
||
Item 1. |
|
Legal Proceedings |
|
32 |
|
|
|
||
Item 1A. |
|
Risk Factors |
|
32 |
|
|
|
||
Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
32 |
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|
|
||
Item 3. |
|
Defaults Upon Senior Securities |
|
32 |
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|
|
||
Item 4. |
|
Mine Safety Disclosures |
|
32 |
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|
|
||
Item 5. |
|
Other Information |
|
33 |
|
|
|
||
Item 6. |
|
Exhibits |
|
34 |
|
|
|||
SIGNATURES |
|
35 |
||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Domino’s Pizza, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands) |
|
September 7, 2025 |
|
|
December 29, 2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
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|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash and cash equivalents |
|
|
|
|
|
|
||
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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|
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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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||
|
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|
|
|
|
|
||
Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
|
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|
|
|
||
Other assets: |
|
|
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|
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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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|
||
Investment in DPC Dash |
|
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|
||
Deferred income tax assets, net |
|
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||
Other assets |
|
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|
|
|
|
||
Total other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and stockholders’ deficit |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Current portion of long-term debt |
|
$ |
|
|
$ |
|
||
Accounts payable |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Insurance reserves |
|
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|
|
|
||
Dividends payable |
|
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|
|
|
|
||
Advertising fund liabilities |
|
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term liabilities: |
|
|
|
|
|
|
||
Long-term debt, less current portion |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Insurance reserves |
|
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
|
||
Total long-term liabilities |
|
|
|
|
|
|
||
Stockholders’ deficit: |
|
|
|
|
|
|
||
Common stock |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Retained deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ deficit |
|
|
( |
) |
|
|
( |
) |
Total liabilities and stockholders’ deficit |
|
$ |
|
|
$ |
|
||
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)
|
|
Fiscal Quarter Ended |
|
|
Three Fiscal Quarters Ended |
|
||||||||||
|
|
September 7, |
|
|
September 8, |
|
|
September 7, |
|
|
September 8, |
|
||||
(In thousands, except per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Company-owned stores |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
International franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Company-owned stores |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
|
|
|
|
|
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|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Refranchising (gain) loss |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (expense) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock - basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Common stock - diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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)
|
|
Fiscal Quarter Ended |
|
|
Three Fiscal Quarters Ended |
|
||||||||||
|
|
September 7, |
|
|
September 8, |
|
|
September 7, |
|
|
September 8, |
|
||||
(In thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Currency translation adjustment |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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)
|
|
Three Fiscal Quarters Ended |
|
|||||
|
|
September 7, |
|
|
September 8, |
|
||
(In thousands) |
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Refranchising (gain) loss |
|
|
( |
) |
|
|
|
|
Loss on sale/disposal of assets |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Provision (benefit) for deferred income taxes |
|
|
|
|
|
( |
) |
|
Non-cash equity-based compensation expense |
|
|
|
|
|
|
||
Excess tax benefits from equity-based compensation |
|
|
( |
) |
|
|
( |
) |
(Benefit) provision for losses on accounts and notes receivable |
|
|
( |
) |
|
|
|
|
Unrealized and realized gain on investments, net |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities |
|
|
|
|
|
( |
) |
|
Changes in advertising fund assets and liabilities, restricted |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Sale of investments |
|
|
|
|
|
|
||
Proceeds from sale of assets |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt |
|
|
|
|
|
— |
|
|
Repayments of long-term debt and finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Purchases of common stock |
|
|
( |
) |
|
|
( |
) |
Tax payments for restricted stock upon vesting |
|
|
( |
) |
|
|
( |
) |
Payments of common stock dividends and equivalents |
|
|
( |
) |
|
|
( |
) |
Cash paid for financing costs |
|
|
( |
) |
|
|
— |
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash |
|
|
|
|
|
( |
) |
|
Change in cash and cash equivalents, restricted cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Restricted cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents included in advertising fund assets, restricted, |
|
|
|
|
|
|
||
Cash and cash equivalents, restricted cash and cash equivalents and cash and |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
|
|
|
|
|
||
Restricted cash and cash equivalents, end of period |
|
|
|
|
|
|
||
Cash and cash equivalents included in advertising fund assets, restricted, |
|
|
|
|
|
|
||
Cash and cash equivalents, restricted cash and cash equivalents and cash and |
|
$ |
|
|
$ |
|
||
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 share and per share amounts)
September 7, 2025
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. Additionally, the condensed consolidated balance sheet at December 29, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Certain captions have been conformed to the current period presentation. For further information, refer to the consolidated financial statements and footnotes for the fiscal year ended December 29, 2024 included in the Company’s 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 24, 2025 (the “2024 Form 10-K”).
The 2025 and 2024 third quarters referenced herein represent the twelve-week periods ended September 7, 2025 and September 8, 2024, respectively. The 2025 and 2024 three fiscal quarters referenced herein represent the thirty-six-week periods ended September 7, 2025 and September 8, 2024, respectively. 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 third quarter and three fiscal quarters ended September 7, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2025.
2. Segment Information
The Company has
The Company’s operations are organized by management on the combined basis of line of business and geography. The U.S. stores segment includes operations with respect to all franchised and Company-owned stores throughout the U.S. The supply chain segment primarily includes the distribution of food and, to a lesser extent, other products, from the Company’s supply chain center operations in the U.S. and Canada. The international franchise segment includes operations related to the Company’s franchising business in foreign markets. The Company’s chief operating decision maker is its Chief Executive Officer, and he evaluates the performance of the Company’s segments and allocates resources to them based on revenues and earnings before interest, taxes, depreciation, amortization and other, referred to as Segment Income. The Company uses Segment Income to determine future business objectives and targets and for long-range planning for the reportable segments, as well as to evaluate their operating performance.
The tables below summarize the financial information, including revenues, significant segment expenses, Segment Income and capital expenditures, concerning the Company’s reportable segments for the third quarter and three fiscal quarters ended September 7, 2025 and September 8, 2024. Intersegment revenues are comprised of sales of food and, to a lesser extent, other products, from the supply chain segment to the Company-owned stores in the U.S. stores segment. Intersegment sales prices are market based.
The Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) in the fourth quarter of 2024. The Company has included the relevant interim disclosures retrospectively for all periods presented in the condensed consolidated financial statements.
|
|
Fiscal Quarter Ended September 7, 2025 |
|
|||||||||||||
|
|
U.S. |
|
|
Supply |
|
|
International |
|
|
Total |
|
||||
U.S. Company-owned stores |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain - intersegment revenues |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
International franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales - food |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - labor |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Segment capital expenditures (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
7
|
|
Three Fiscal Quarters Ended September 7, 2025 |
|
|||||||||||||
|
|
U.S. |
|
|
Supply |
|
|
International |
|
|
Total |
|
||||
U.S. Company-owned stores |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain - intersegment revenues |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
International franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales - food |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - labor |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Segment capital expenditures (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Fiscal Quarter Ended September 8, 2024 |
|
|||||||||||||
|
|
U.S. |
|
|
Supply |
|
|
International |
|
|
Total |
|
||||
U.S. Company-owned stores |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain - intersegment revenues |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
International franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales - food |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - labor |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Segment capital expenditures (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
8
|
|
Three Fiscal Quarters Ended September 8, 2024 |
|
|||||||||||||
|
|
U.S. |
|
|
Supply |
|
|
International |
|
|
Total |
|
||||
U.S. Company-owned stores |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply chain - intersegment revenues |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
International franchise royalties and fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales - food |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - labor |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales - other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. franchise advertising |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Segment capital expenditures (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) |
|
Cost of sales - other, includes delivery, occupancy costs (including rent, telephone and utilities) and insurance expense. Depreciation and amortization is not included in the measurement of Segment Income. |
(2) |
|
General and administrative expense consists primarily of labor cost (including variable performance-based compensation expense), computer expenses, professional fees, travel and entertainment, rent, insurance and other. Depreciation and amortization, non-cash equity-based compensation expense, gains and losses from the sale/disposal of assets and refranchising gains and losses are not included in the measurement of Segment Income. |
(3) |
|
The Company also had $ |
The following table reconciles total Segment Income to income before provision for income taxes:
|
|
Fiscal Quarter Ended |
|
|
Three Fiscal Quarters Ended |
|
||||||||||
|
|
September 7, |
|
|
September 8, |
|
|
September 7, |
|
|
September 8, |
|
||||
Total Segment Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative - other (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-cash equity-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss on sale/disposal of assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Refranchising gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (expense) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income before provision for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) |
|
Represents corporate administrative costs that have not been allocated to a reportable segment including labor, computer expenses, professional fees, travel and entertainment, rent, insurance and other corporate administrative costs. |
The Company’s chief operating decision maker is not regularly provided financial information related to the assets of the reportable segments, and he does not evaluate their performance or allocate resources to them based on assets. Therefore, total assets by reportable segment are not included in the Company’s segment disclosures.
9
3. Earnings Per Share
|
|
Fiscal Quarter Ended |
|
|
Three Fiscal Quarters Ended |
|
||||||||||
|
|
September 7, |
|
|
September 8, |
|
|
September 7, |
|
|
September 8, |
|
||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income available to common stockholders - basic and diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basic weighted average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share – basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted weighted average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share – diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The denominators used in calculating diluted earnings per share for common stock for the third quarters and three fiscal quarters each ended September 7, 2025 and September 8, 2024 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:
|
|
Fiscal Quarter Ended |
|
|
Three Fiscal Quarters Ended |
|
||||||||||
|
|
September 7, |
|
|
September 8, |
|
|
September 7, |
|
|
September 8, |
|
||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Anti-dilutive shares underlying stock-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock awards and units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance condition not met |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock awards and units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
4. Stockholders’ Deficit
The following tables summarize the changes in stockholders’ deficit for the third quarter and three fiscal quarters of 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|||||
Balance at June 15, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Dividends declared on common stock and equivalents |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Issuance and cancellation of stock awards, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Tax payments for restricted stock upon vesting |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Purchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Non-cash equity-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance at September 7, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|||||
Balance at December 29, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Dividends declared on common stock and equivalents |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Issuance and cancellation of stock awards, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Tax payments for restricted stock upon vesting |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Purchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Non-cash equity-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Balance at September 7, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Subsequent to the end of the third quarter of 2025, on October 7, 2025, the Company’s Board of Directors declared a $
The following tables summarize the changes in stockholders’ deficit for the third quarter and three fiscal quarters of 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|||||
Balance at June 16, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Dividends declared on common stock and equivalents |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Issuance and cancellation of stock awards, net |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax payments for restricted stock upon vesting |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Purchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Non-cash equity-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Balance at September 8, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|||||
Balance at December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Dividends declared on common stock and equivalents |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Issuance and cancellation of stock awards, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Tax payments for restricted stock upon vesting |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Purchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Non-cash equity-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance at September 8, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
11
5. Fair Value Measurements
Fair value measurements enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
Fair Value of Cash Equivalents and Marketable Securities
The fair values of the Company’s cash equivalents and investments in marketable securities are based on quoted prices in active markets for identical assets.
Fair Value of Investments
The Company holds a non-controlling interest in DPC Dash Ltd (“DPC Dash”), the Company’s master franchisee in China that owns and operates Domino’s Pizza stores in that market. The Company accounts for its investment in DPC Dash as a trading security and records it at fair value at the end of each reporting period, with gains and losses recorded in other income or expense in its condensed consolidated statements of income. As of September 7, 2025, the fair value of the Company’s investment in DPC Dash ordinary shares is based on the active exchange quoted price for the equity security of HK$
The Company recorded a total net negative adjustment of $
The following tables summarize the carrying amounts and fair values of certain assets at September 7, 2025 and December 29, 2024:
|
|
At September 7, 2025 |
|
|||||||||||||
|
|
|
|
|
Fair Value Estimated Using |
|
||||||||||
|
|
Carrying |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
|
|
Amount |
|
|
Inputs |
|
|
Inputs |
|
|
Inputs |
|
||||
Cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
Restricted cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Investments in marketable securities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Advertising fund cash equivalents, restricted |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Investment in DPC Dash |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
At December 29, 2024 |
|
|||||||||||||
|
|
|
|
|
Fair Value Estimated Using |
|
||||||||||
|
|
Carrying |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
|
|
Amount |
|
|
Inputs |
|
|
Inputs |
|
|
Inputs |
|
||||
Cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
Restricted cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Investments in marketable securities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Advertising fund cash equivalents, restricted |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Investment in DPC Dash |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
12
Fair Value of Debt
The estimated fair values of the Company’s fixed rate notes are classified as Level 2 measurements, as the Company estimates the fair value amount by using available market information. The Company obtained quotes from two separate brokerage firms that are knowledgeable about the Company’s fixed rate notes and, at times, trade these notes. The Company also performed its own internal analysis based on the information gathered from public markets, including information on notes that are similar to those of the Company. However, considerable judgment is required to interpret market data to estimate fair value. Accordingly, the fair value estimates presented are not necessarily indicative of the amount that the Company or the noteholders could realize in a current market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair values stated below.
Management estimated the approximate fair values of the Company’s fixed rate notes as follows:
|
|
September 7, 2025 |
|
|
December 29, 2024 |
|
||||||||||
|
|
Principal Amount |
|
|
Fair Value |
|
|
Principal Amount |
|
|
Fair Value |
|
||||
2015 Ten-Year Notes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2017 Ten-Year Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2018 7.5-Year Notes |
|
|
|
|
|
|
|
|
|
|
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|
||||
2018 9.25-Year Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2019 Ten-Year Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2021 7.5-Year Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2021 Ten-Year Notes |
|
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|
|
|
|
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|
||||
2025 Five-Year Notes |
|
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|
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|
|
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|
||||
2025 Seven-Year Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Company did not have any outstanding borrowings under its variable funding notes at September 7, 2025 or December 29, 2024.
6. Refinancing
On September 5, 2025 (the “closing date”), the Company completed a refinancing transaction (the “2025 Refinancing”) in which certain of the Company’s subsidiaries issued new notes pursuant to an asset-backed securitization. The notes consist of $
The proceeds from the issuance of the 2025 Notes, as well as $
As of September 7, 2025, the 2025 Notes had original scheduled principal payments of $
13
Concurrent with the 2025 Refinancing, certain of the Company’s subsidiaries also issued a new variable funding note facility which allows for advances of up to $
7. Revenue Disclosures
Contract Liabilities
Contract liabilities primarily consist of deferred franchise fees and deferred development fees. Deferred franchise fees and deferred development fees of $
Changes in deferred franchise fees and deferred development fees for the three fiscal quarters of 2025 and 2024 were as follows:
|
|
Three Fiscal Quarters Ended |
|
|||||
|
|
September 7, |
|
|
September 8, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Deferred franchise fees and deferred development fees, beginning of period |
|
$ |
|
|
$ |
|
||
Revenue recognized during the period |
|
|
( |
) |
|
|
( |
) |
New deferrals due to cash received and other |
|
|
|
|
|
|
||
Deferred franchise fees and deferred development fees, end of period |
|
$ |
|
|
$ |
|
||
Advertising Fund Assets
As of September 7, 2025, advertising fund assets, restricted of $
As of December 29, 2024, advertising fund assets, restricted of $
14
8. Leases
The Company leases certain retail store and supply chain center locations, vehicles, equipment and its corporate headquarters with expiration dates through 2045. Rent expense totaled $
The components of operating and finance lease cost for the third quarters and three fiscal quarters of 2025 and 2024 were as follows:
|
|
Fiscal Quarter Ended |
|
|
Three Fiscal Quarters Ended |
|
||||||||||
|
|
September 7, |
|
|
September 8, |
|
|
September 7, |
|
|
September 8, |
|
||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance lease cost: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of right-of-use assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total finance lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplemental cash flow information related to leases for the three fiscal quarters of 2025 and 2024 were as follows:
|
|
Three Fiscal Quarters Ended |
|
|||||
|
|
September 7, |
|
|
September 8, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance leases |
|
|
|
|
|
|
||
Financing cash flows from finance leases |
|
|
|
|
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|
||
Cash paid for amounts included in the measurement of |
|
|
|
|
|
|
||
Operating cash flows from sale leaseback |
|
|
|
|
|
|
||
Financing cash flows from sale leaseback |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
Finance leases |
|
|
|
|
|
|
||
As of September 7, 2025, the Company had additional leases for certain supply chain real estate and certain supply chain vehicles that had not yet commenced with estimated future minimum rental commitments of $
The Company has guaranteed lease payments related to certain franchisees’ lease arrangements. The maximum amount of potential future payments under these guarantees was $
9. Supplemental Disclosures of Cash Flow Information
The Company had non-cash investing activities related to accruals for capital expenditures of $
15
10. Company-owned Store Transactions
During the second quarter of 2025, the Company refranchised
During the first quarter of 2025, the Company purchased
During each of the first and second quarters of 2024, the Company refranchised
11. New Accounting Pronouncements
The Company has considered all new accounting standards issued by the Financial Accounting Standards Board (the “FASB”) and adopted the following accounting standard.
Recently Adopted Accounting Standards
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)
In November 2023, the FASB issued ASU 2023-07, which requires disclosure on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker and included within the reported measure of segment profit or loss. In addition, the ASU requires disclosure of other segment expenses by reportable segment and a description of their composition to permit the reconciliation between segment revenue, significant segment expenses and the reported segment measure of profit or loss. The ASU also requires disclosure of the title and position of the chief operating decision maker.
On December 29, 2024, the end of the 2024 fiscal year, the Company adopted ASU 2023-07. The relevant interim disclosures are included within Note 2, Segment Information.
Accounting Standards Not Yet Adopted
The Company has considered all new accounting standards issued by the FASB. The Company has not yet adopted the following accounting standards:
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure on an annual basis, a tabular reconciliation, including both amount and percentage of specific categories of the effective tax rate reconciliation, including state and local income taxes (net of Federal taxes), foreign taxes, effects of changes in tax laws and regulations, effects of cross-border tax laws, tax credits, changes in valuation allowances, nontaxable and nondeductible items and changes in unrecognized tax benefits. Additional disclosures are required for certain items exceeding five percent of income from continuing operations multiplied by the statutory income tax rate. The standard also requires disclosure of income taxes paid between Federal, state and foreign jurisdictions, including further disaggregation of those payments exceeding five percent of the total income taxes paid.
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard on the disclosures to its consolidated financial statements.
16
ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disclosure in the notes to the consolidated financial statements on an annual and interim basis, of the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization for all expense captions presented on the face of the consolidated statements of income. The standard also requires a qualitative description of the amounts remaining in those expense captions that are not separately disaggregated. The standard also requires disclosure of the composition and amount of selling expenses.
ASU 2024-03 is effective for annual reporting fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. The standard may be adopted either prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard on the disclosures to its consolidated financial statements.
ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), to modernize the accounting guidance for the costs to develop software for internal use. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard also supersedes the guidance related to costs incurred to develop a website.
ASU 2025-06 guidance is effective for annual periods beginning after December 15, 2027. The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Unaudited; tabular amounts in millions, except percentages and store data)
The 2025 and 2024 third quarters referenced herein represent the twelve-week periods ended September 7, 2025 and September 8, 2024, respectively. The 2025 and 2024 three fiscal quarters referenced herein represent the thirty-six-week periods ended September 7, 2025 and September 8, 2024, respectively. In this section, we discuss the results of our operations for the third quarter and three fiscal quarters of 2025 as compared to the third quarter and three fiscal quarters of 2024.
Overview
Domino’s is the largest pizza company in the world, with more than 21,700 locations in over 90 markets around the world as of September 7, 2025, and operates two distinct service models within its stores with a significant business in both delivery and carryout. We are a highly recognized global brand, and we focus on value while serving neighborhoods locally through our large worldwide network of franchise owners and U.S. Company-owned stores through both the delivery and carryout service models. We have been selling quality, affordable food to our customers since 1960. We became “Domino’s Pizza” in 1965 and opened our first franchised store in 1967. Over more than 60 years, we have built Domino’s into one of the most widely-recognized consumer brands in the world. We believe our commitment to value, convenience, quality and new products continues to keep consumers engaged with the brand.
We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of September 7, 2025. Franchising enables an individual to be a business owner and maintain control over all employment-related matters and pricing decisions, while also benefiting from the strength of the Domino’s global brand and operating system with limited capital investment by us.
Domino’s business model is straightforward: Domino’s stores handcraft and serve quality food at a competitive price, with easy ordering access and efficient service, enhanced by our technological innovations. We also have agreements with Uber Technologies, Inc. and DoorDash, Inc. to allow customers to order Domino’s products through their marketplaces. Our hand-tossed dough is made fresh and distributed to stores around the world by us and our franchisees.
Domino’s generates revenues and earnings by charging royalties and fees to our franchisees. Royalties are ongoing percent-of-sales fees for use of the Domino’s® brand marks. We also generate revenues and earnings by selling food and, to a lesser extent, other products to franchisees through our supply chain operations primarily in the U.S. and Canada and by operating a number of Company-owned stores in the U.S. Franchisees profit by selling pizza and other complementary items to their local customers. In our international markets, we generally grant geographical rights to the Domino’s Pizza® brand to master franchisees. These master franchisees are charged with developing their geographical area, and they may profit by sub-franchising and selling food and, to a lesser extent, other products to those sub-franchisees, as well as by running pizza stores. We believe that everyone in the system can benefit from the franchise model, including the end consumer, who can purchase Domino’s menu items for themselves and their family conveniently and economically.
Domino’s business model can yield strong returns for our franchise owners and our Company-owned stores. It can also yield significant cash flows to us, through a consistent franchise royalty payment and supply chain revenue stream, through an asset-light model. We have historically returned cash to shareholders through dividend payments and share repurchases. Domino’s financial results are driven largely by retail sales at our franchised and Company-owned stores. Changes in retail sales are primarily driven by same store sales growth and net store growth. We actively monitor both of these metrics, as they directly impact our revenues and profits, and we strive to consistently increase both metrics. Retail sales drive royalty payments from franchisees, as well as Company-owned store and supply chain revenues.
At Domino’s, we believe we have a proven business model for success that has historically driven strong returns for our shareholders. Our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits. The strategic imperatives of our Hungry for MORE strategy are as follows:
Most Delicious Food: We believe we have the best pizza in the industry, and our menu has even more mouthwatering options beyond pizza. We will continue to showcase the breadth of our menu, while highlighting the deliciousness of our food through our innovative marketing promotions.
Operational Excellence: We are relentless in our focus on convenience, consistency and efficiency for our customers.
Renowned Value: We are committed to continuing to offer competitive pricing and personalized value for our customers that is innovative and memorable.
Enhanced by Best-in-Class Franchisees: Our franchisees play a vital role in driving results and excitement across the more than 90 markets in which we operate.
18
Third Quarter of 2025 Highlights
As discussed above, our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits.
Three Fiscal Quarters of 2025 Highlights
Excluding the positive and negative impacts of foreign currency during the third quarter and three fiscal quarters of 2025, respectively, Domino’s experienced global retail sales growth, driven by same store sales growth, as well as net store growth during the trailing four quarters in both our U.S. and international businesses. Overall, we believe our global retail sales growth, excluding foreign currency impact, marketing initiatives, operations and emphasis on technology have combined to strengthen our brand. These financial and statistical measures are described in additional detail below.
Statistical Measures
The tables below outline certain statistical measures we utilize to analyze our performance. This historical data is not necessarily indicative of results to be expected for any future period.
Global Retail Sales
Global retail sales is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Global retail sales refers to total worldwide retail sales at Company-owned and franchised stores. We believe global retail sales information is useful in analyzing revenues because franchisees pay royalties and, in the U.S., advertising fees that are based on a percentage of franchise retail sales. We review comparable industry global retail sales information to assess business trends and to track the growth of the Domino’s Pizza brand, and we believe they are indicative of the financial health of our franchisee base. In addition, supply chain revenues are directly impacted by changes in franchise retail sales in the U.S. and Canada. As a result, sales by Domino’s franchisees have a direct effect on our profitability. Retail sales for franchised stores are reported to us by our franchisees and are not included in our revenues. The amounts below are presented in millions of U.S. dollars.
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||
Global retail sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stores |
|
$ |
2,320.4 |
|
|
$ |
2,168.4 |
|
|
$ |
6,896.8 |
|
|
$ |
6,602.5 |
|
International stores |
|
|
2,375.8 |
|
|
|
2,223.6 |
|
|
|
6,933.5 |
|
|
|
6,581.9 |
|
Total |
|
$ |
4,696.2 |
|
|
$ |
4,392.0 |
|
|
$ |
13,830.3 |
|
|
$ |
13,184.4 |
|
19
Global Retail Sales Growth, Excluding Foreign Currency Impact
Global retail sales growth, excluding foreign currency impact is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Global retail sales growth, excluding foreign currency impact is calculated as the change of international local currency global retail sales against the comparable period of the prior year. Changes in global retail sales growth, excluding foreign currency impact are primarily driven by same store sales growth and net store growth.
|
|
Third Quarter |
|
Third Quarter |
|
Three Fiscal Quarters |
|
Three Fiscal Quarters |
U.S. stores |
|
+ 7.0% |
|
+ 5.1% |
|
+ 4.5% |
|
+ 6.6% |
International stores (excluding foreign currency impact) |
|
+ 5.7% |
|
+ 5.1% |
|
+ 6.6% |
|
+ 6.5% |
Total (excluding foreign currency impact) |
|
+ 6.3% |
|
+ 5.1% |
|
+ 5.5% |
|
+ 6.5% |
Same Store Sales Growth
Same store sales growth is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Same store sales growth is calculated for a given period by including only sales from stores that also had sales in the comparable weeks of both periods. International same store sales growth is calculated similarly to U.S. same store sales growth. Changes in international same store sales are reported on a constant dollar basis, which reflects changes in international local currency sales. Same store sales growth for transferred stores is reflected in their current classification.
|
|
Third Quarter |
|
Third Quarter |
|
Three Fiscal Quarters |
|
Three Fiscal Quarters |
U.S. Company-owned stores |
|
+ 3.4% |
|
+ 3.1% |
|
+ 1.0% |
|
+ 5.4% |
U.S. franchise stores |
|
+ 5.3% |
|
+ 3.0% |
|
+ 2.7% |
|
+ 4.4% |
U.S. stores |
|
+ 5.2% |
|
+ 3.0% |
|
+ 2.7% |
|
+ 4.5% |
International stores (excluding foreign currency impact) |
|
+ 1.7% |
|
+ 0.8% |
|
+ 2.5% |
|
+ 1.1% |
U.S. same store sales increased 5.2% in the third quarter of 2025, rolling over an increase in U.S. same store sales of 3.0% in the third quarter of 2024. U.S. same store sales increased 2.7% in the three fiscal quarters of 2025, rolling over an increase in U.S. same store sales of 4.5% in the three fiscal quarters of 2024. The increase in U.S. same store sales in the third quarter of 2025 was primarily due to higher customer transaction counts, driven in part by our “Best Deal Ever” promotion. To a lesser extent, the increase in U.S. same store sales in the third quarter of 2025 was also driven by an increase in average ticket. The increase in U.S. same store sales in the three fiscal quarters of 2025 was due to both higher average ticket and higher customer transaction counts, each driven in part by the launch of our Parmesan Stuffed Crust. Multiple windows of our “Best Deal Ever” promotion also drove higher customer transaction counts in the three fiscal quarters of 2025.
International same store sales (excluding foreign currency impact) increased 1.7% in the third quarter of 2025, rolling over an increase in international same store sales (excluding foreign currency impact) of 0.8% in the third quarter of 2024. International same store sales (excluding foreign currency impact) increased 2.5% in the three fiscal quarters of 2025, rolling over an increase in international same store sales (excluding foreign currency impact) of 1.1% in the three fiscal quarters of 2024. The increases in international same store sales in both the third quarter and three fiscal quarters of 2025 were driven by higher customer transaction counts.
Store Growth Activity
Net store growth is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Net store growth is calculated by netting gross store openings with gross store closures during the period. Transfers between Company-owned stores and franchised stores are excluded from the calculation of net store growth.
|
|
U.S. |
|
|
U.S. |
|
|
Total |
|
|
International Stores |
|
|
Total |
|
|||||
Store count at June 15, 2025 |
|
|
258 |
|
|
|
6,803 |
|
|
|
7,061 |
|
|
|
14,475 |
|
|
|
21,536 |
|
Openings |
|
|
2 |
|
|
|
28 |
|
|
|
30 |
|
|
|
220 |
|
|
|
250 |
|
Closings |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(35 |
) |
|
|
(36 |
) |
Store count at September 7, 2025 |
|
|
260 |
|
|
|
6,830 |
|
|
|
7,090 |
|
|
|
14,660 |
|
|
|
21,750 |
|
Third quarter 2025 net store growth |
|
|
2 |
|
|
|
27 |
|
|
|
29 |
|
|
|
185 |
|
|
|
214 |
|
Trailing four quarters net store growth |
|
|
3 |
|
|
|
157 |
|
|
|
160 |
|
|
|
588 |
|
|
|
748 |
|
20
Income Statement Data
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||||||||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Company-owned stores |
|
$ |
82.7 |
|
|
|
|
|
$ |
89.2 |
|
|
|
|
|
$ |
266.8 |
|
|
|
|
|
$ |
274.1 |
|
|
|
|
||||
U.S. franchise royalties and fees |
|
|
157.2 |
|
|
|
|
|
|
144.1 |
|
|
|
|
|
|
464.4 |
|
|
|
|
|
|
442.2 |
|
|
|
|
||||
Supply chain |
|
|
697.0 |
|
|
|
|
|
|
651.3 |
|
|
|
|
|
|
2,053.9 |
|
|
|
|
|
|
1,969.8 |
|
|
|
|
||||
International franchise royalties and fees |
|
|
78.5 |
|
|
|
|
|
|
74.6 |
|
|
|
|
|
|
231.3 |
|
|
|
|
|
|
220.3 |
|
|
|
|
||||
U.S. franchise advertising |
|
|
131.6 |
|
|
|
|
|
|
120.9 |
|
|
|
|
|
|
387.8 |
|
|
|
|
|
|
356.2 |
|
|
|
|
||||
Total revenues |
|
|
1,147.1 |
|
|
|
100.0 |
% |
|
|
1,080.1 |
|
|
|
100.0 |
% |
|
|
3,404.3 |
|
|
|
100.0 |
% |
|
|
3,262.5 |
|
|
|
100.0 |
% |
Cost of sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Company-owned stores |
|
|
69.3 |
|
|
|
|
|
|
74.2 |
|
|
|
|
|
|
224.2 |
|
|
|
|
|
|
226.7 |
|
|
|
|
||||
Supply chain |
|
|
617.9 |
|
|
|
|
|
|
582.2 |
|
|
|
|
|
|
1,816.0 |
|
|
|
|
|
|
1,753.1 |
|
|
|
|
||||
Total cost of sales |
|
|
687.2 |
|
|
|
59.9 |
% |
|
|
656.4 |
|
|
|
60.8 |
% |
|
|
2,040.2 |
|
|
|
59.9 |
% |
|
|
1,979.9 |
|
|
|
60.7 |
% |
Gross margin |
|
|
459.9 |
|
|
|
40.1 |
% |
|
|
423.7 |
|
|
|
39.2 |
% |
|
|
1,364.0 |
|
|
|
40.1 |
% |
|
|
1,282.6 |
|
|
|
39.3 |
% |
General and administrative |
|
|
105.1 |
|
|
|
9.1 |
% |
|
|
104.0 |
|
|
|
9.6 |
% |
|
|
321.8 |
|
|
|
9.5 |
% |
|
|
321.0 |
|
|
|
9.8 |
% |
U.S. franchise advertising |
|
|
131.6 |
|
|
|
11.5 |
% |
|
|
120.9 |
|
|
|
11.2 |
% |
|
|
387.8 |
|
|
|
11.4 |
% |
|
|
356.2 |
|
|
|
10.9 |
% |
Refranchising (gain) loss |
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
|
|
(3.9 |
) |
|
|
(0.1 |
)% |
|
|
0.2 |
|
|
|
0.0 |
% |
Income from operations |
|
|
223.2 |
|
|
|
19.5 |
% |
|
|
198.8 |
|
|
|
18.4 |
% |
|
|
658.3 |
|
|
|
19.3 |
% |
|
|
605.3 |
|
|
|
18.6 |
% |
Other (expense) income |
|
|
(3.0 |
) |
|
|
(0.3 |
)% |
|
|
26.2 |
|
|
|
2.4 |
% |
|
|
5.0 |
|
|
|
0.2 |
% |
|
|
18.9 |
|
|
|
0.6 |
% |
Interest expense, net |
|
|
(41.0 |
) |
|
|
(3.6 |
)% |
|
|
(40.4 |
) |
|
|
(3.7 |
)% |
|
|
(123.4 |
) |
|
|
(3.6 |
)% |
|
|
(123.0 |
) |
|
|
(3.8 |
)% |
Income before provision for income taxes |
|
|
179.2 |
|
|
|
15.6 |
% |
|
|
184.6 |
|
|
|
17.1 |
% |
|
|
539.9 |
|
|
|
15.9 |
% |
|
|
501.2 |
|
|
|
15.4 |
% |
Provision for income taxes |
|
|
39.9 |
|
|
|
3.5 |
% |
|
|
37.7 |
|
|
|
3.5 |
% |
|
|
119.9 |
|
|
|
3.6 |
% |
|
|
86.5 |
|
|
|
2.7 |
% |
Net income |
|
$ |
139.3 |
|
|
|
12.1 |
% |
|
$ |
146.9 |
|
|
|
13.6 |
% |
|
$ |
420.1 |
|
|
|
12.3 |
% |
|
$ |
414.7 |
|
|
|
12.7 |
% |
Revenues
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||||||||||||||||||
U.S. Company-owned stores |
|
$ |
82.7 |
|
|
|
7.2 |
% |
|
$ |
89.2 |
|
|
|
8.3 |
% |
|
$ |
266.8 |
|
|
|
7.8 |
% |
|
$ |
274.1 |
|
|
|
8.4 |
% |
U.S. franchise royalties and fees |
|
|
157.2 |
|
|
|
13.7 |
% |
|
|
144.1 |
|
|
|
13.3 |
% |
|
|
464.4 |
|
|
|
13.7 |
% |
|
|
442.2 |
|
|
|
13.5 |
% |
Supply chain |
|
|
697.0 |
|
|
|
60.8 |
% |
|
|
651.3 |
|
|
|
60.3 |
% |
|
|
2,053.9 |
|
|
|
60.3 |
% |
|
|
1,969.8 |
|
|
|
60.4 |
% |
International franchise royalties and fees |
|
|
78.5 |
|
|
|
6.8 |
% |
|
|
74.6 |
|
|
|
6.9 |
% |
|
|
231.3 |
|
|
|
6.8 |
% |
|
|
220.3 |
|
|
|
6.8 |
% |
U.S. franchise advertising |
|
|
131.6 |
|
|
|
11.5 |
% |
|
|
120.9 |
|
|
|
11.2 |
% |
|
|
387.8 |
|
|
|
11.4 |
% |
|
|
356.2 |
|
|
|
10.9 |
% |
Total revenues |
|
$ |
1,147.1 |
|
|
|
100.0 |
% |
|
$ |
1,080.1 |
|
|
|
100.0 |
% |
|
$ |
3,404.3 |
|
|
|
100.0 |
% |
|
$ |
3,262.5 |
|
|
|
100.0 |
% |
Revenues primarily consist of retail sales from our Company-owned stores, royalties and fees and advertising contributions from our U.S. franchised stores, royalties and fees from our international franchised stores and sales of food and, to a lesser extent, other products from our supply chain centers to substantially all of our U.S. franchised stores and certain international franchised stores. Company-owned store and franchised store revenues may vary from period to period due to changes in store count mix. Supply chain revenues may vary significantly from period to period as a result of fluctuations in commodity prices as well as the mix of products we sell.
Consolidated revenues increased $66.9 million, or 6.2%, in the third quarter of 2025 as compared to the third quarter of 2024, and consolidated revenues increased $141.8 million, or 4.3%, in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024, primarily due to higher supply chain revenues and higher U.S. franchise royalties and fees and advertising revenues. The increase in supply chain revenues was primarily attributable to higher order volumes and an increase in our food basket pricing to stores, but these increases were partially offset by a shift in the relative mix of products we sell and the transition of our equipment and supplies business to a third-party supplier. The increases in U.S. franchise royalties and fees and advertising revenues were driven primarily by same store sales growth and net store growth during the trailing four quarters. U.S. franchise advertising revenues also increased as a result of a decrease in advertising incentives related to certain brand promotions and the increase in the advertising contribution rate in the three fiscal quarters of 2025. These changes in revenues are described in more detail below.
21
U.S. Stores
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||||||||||||||||||
U.S. Company-owned stores |
|
$ |
82.7 |
|
|
|
22.3 |
% |
|
$ |
89.2 |
|
|
|
25.2 |
% |
|
$ |
266.8 |
|
|
|
23.8 |
% |
|
$ |
274.1 |
|
|
|
25.6 |
% |
U.S. franchise royalties and fees |
|
|
157.2 |
|
|
|
42.3 |
% |
|
|
144.1 |
|
|
|
40.7 |
% |
|
|
464.4 |
|
|
|
41.5 |
% |
|
|
442.2 |
|
|
|
41.2 |
% |
U.S. franchise advertising |
|
|
131.6 |
|
|
|
35.4 |
% |
|
|
120.9 |
|
|
|
34.1 |
% |
|
|
387.8 |
|
|
|
34.7 |
% |
|
|
356.2 |
|
|
|
33.2 |
% |
Total U.S. stores revenues |
|
$ |
371.5 |
|
|
|
100.0 |
% |
|
$ |
354.2 |
|
|
|
100.0 |
% |
|
$ |
1,119.0 |
|
|
|
100.0 |
% |
|
$ |
1,072.4 |
|
|
|
100.0 |
% |
U.S. Company-owned Stores
Revenues from U.S. Company-owned store operations decreased $6.5 million, or 7.2%, in the third quarter of 2025, and decreased $7.3 million, or 2.7%, in the three fiscal quarters of 2025, each primarily driven by the refranchising of 36 stores in the Maryland market in May of 2025, but these decreases were partially offset by higher same store sales.
U.S. Company-owned same store sales increased 3.4% in the third quarter of 2025 and increased 3.1% in the third quarter of 2024. U.S. Company-owned same store sales increased 1.0% in the three fiscal quarters of 2025 and increased 5.4% in the three fiscal quarters of 2024.
U.S. Franchise Royalties and Fees
Revenues from U.S. franchise royalties and fees increased $13.1 million, or 9.1%, in the third quarter of 2025, and increased $22.2 million, or 5.0%, in the three fiscal quarters of 2025, primarily due to higher same store sales and an increase in the average number of U.S. franchised stores open during the period resulting from net store growth.
U.S. franchise same store sales increased 5.3% in the third quarter of 2025 and increased 3.0% in the third quarter of 2024. U.S. franchise same store sales increased 2.7% in the three fiscal quarters of 2025 and increased 4.4% in the three fiscal quarters of 2024.
U.S. Franchise Advertising
Revenues from U.S. franchise advertising increased $10.7 million, or 8.9%, in the third quarter of 2025 primarily as a result of higher same stores sales and an increase in the average number of U.S. franchised stores open during the period resulting from net store growth. Revenues from U.S. franchise advertising increased $31.6 million, or 8.9%, in the three fiscal quarters of 2025 primarily due to higher same store sales, a decrease in advertising incentives related to certain brand promotions, an increase in the average number of U.S. franchised stores open during the period resulting from net store growth, as well as the return to the standard 6.0% advertising contribution rate at the beginning of the second quarter of 2024 following the end of the temporary reduction to 5.75%.
Supply Chain
Supply chain revenues increased $45.6 million, or 7.0%, in the third quarter of 2025, and increased $84.2 million, or 4.3%, in the three fiscal quarters of 2025, each due to higher order volumes and an increase in our food basket pricing to stores. These increases were partially offset by a shift in the relative mix of products we sell and the transition of our equipment and supplies business to a third-party supplier. Our food basket pricing to stores increased 3.3% in the third quarter of 2025 and increased 4.3% in the three fiscal quarters of 2025, which resulted in an estimated $33 million increase in supply chain revenues in the third quarter of 2025, and an estimated $115 million increase in the three fiscal quarters of 2025. The food basket pricing change, a statistical measure utilized by management, is calculated as the percentage change of the food basket (including both food and cardboard products) purchased by an average U.S. store (based on average weekly unit sales) from our U.S. supply chain centers against the comparable period of the prior year. We believe this measure is important to understanding Company performance because as our food basket prices fluctuate, our revenues, cost of sales and gross margin percentages in our supply chain segment also fluctuate.
22
International Franchise Royalties and Fee Revenues
Revenues from international franchise royalties and fees increased $3.9 million, or 5.2%, in the third quarter of 2025, and increased $11.0 million, or 5.0%, in the three fiscal quarters of 2025, primarily due to an increase in the average number of international franchised stores open during the period resulting from net store growth, as well as same store sales growth (excluding foreign currency impact). Changes in foreign currency exchange rates had an impact on international franchise royalty revenues of approximately positive $0.8 million in the third quarter of 2025 and negative $2.6 million in the three fiscal quarters of 2025. The impact of changes in foreign currency exchange rates on international franchise royalty revenues, a statistical measure utilized by management, is calculated as the difference in international franchise royalty revenues resulting from translating current year local currency results to U.S. dollars at current year exchange rates as compared to prior year exchange rates. We believe this measure is important to understanding Company performance given the significant variability in international franchise royalty revenues that can be driven by changes in foreign currency exchange rates.
International franchise same store sales increased 1.7% in the third quarter of 2025 and increased 0.8% in the third quarter of 2024, each excluding the impact of foreign currency exchange rates. International franchise same store sales increased 2.5% in the three fiscal quarters of 2025 and increased 1.1% in the three fiscal quarters of 2024, each excluding the impact of foreign currency exchange rates.
Cost of Sales / Gross Margin
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||||||||||||||||||
Total revenues |
|
$ |
1,147.1 |
|
|
|
100.0 |
% |
|
$ |
1,080.1 |
|
|
|
100.0 |
% |
|
$ |
3,404.3 |
|
|
|
100.0 |
% |
|
$ |
3,262.5 |
|
|
|
100.0 |
% |
Total cost of sales |
|
|
687.2 |
|
|
|
59.9 |
% |
|
|
656.4 |
|
|
|
60.8 |
% |
|
|
2,040.2 |
|
|
|
59.9 |
% |
|
|
1,979.9 |
|
|
|
60.7 |
% |
Gross margin |
|
$ |
459.9 |
|
|
|
40.1 |
% |
|
$ |
423.7 |
|
|
|
39.2 |
% |
|
$ |
1,364.0 |
|
|
|
40.1 |
% |
|
$ |
1,282.6 |
|
|
|
39.3 |
% |
Consolidated cost of sales consists of U.S. Company-owned store and supply chain costs incurred to generate related revenues. Components of consolidated cost of sales primarily include food and labor costs, as well as other costs including delivery, occupancy costs (including rent, telephone, utilities and depreciation) and insurance expense. Consolidated gross margin (which we define as revenues less cost of sales) increased $36.2 million, or 8.5%, in the third quarter of 2025, and increased $81.4 million, or 6.3%, in the three fiscal quarters of 2025, due primarily to higher global franchise royalty revenues as discussed above, as well as gross margin dollar growth within supply chain, discussed below. Franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on gross margin. Additionally, as food basket prices fluctuate, revenues, cost of sales and gross margin percentages in our supply chain segment also fluctuate, and further, cost of sales, gross margins and gross margin percentages for our U.S. Company-owned stores also fluctuate.
Consolidated gross margin, as a percentage of revenues, increased 0.9 percentage points to 40.1% in the third quarter of 2025 from 39.2% in the third quarter of 2024. Consolidated gross margin, as a percentage of revenues, increased 0.8 percentage points to 40.1% in the three fiscal quarters of 2025 from 39.3% in the three fiscal quarters of 2024. U.S. Company-owned store gross margin decreased 0.5 and 1.3 percentage points in the third quarter and three fiscal quarters of 2025, respectively. Supply chain gross margin increased 0.7 and 0.6 percentage points in the third quarter and three fiscal quarters of 2025, respectively. Changes in the significant components of gross margin are described in more detail below.
23
U.S. Company-Owned Store Gross Margin
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||||||||||||||||||
Revenues |
|
$ |
82.7 |
|
|
|
100.0 |
% |
|
$ |
89.2 |
|
|
|
100.0 |
% |
|
$ |
266.8 |
|
|
|
100.0 |
% |
|
$ |
274.1 |
|
|
|
100.0 |
% |
Cost of sales |
|
|
69.3 |
|
|
|
83.7 |
% |
|
|
74.2 |
|
|
|
83.2 |
% |
|
|
224.2 |
|
|
|
84.0 |
% |
|
|
226.7 |
|
|
|
82.7 |
% |
Store gross margin |
|
$ |
13.5 |
|
|
|
16.3 |
% |
|
$ |
15.0 |
|
|
|
16.8 |
% |
|
$ |
42.6 |
|
|
|
16.0 |
% |
|
$ |
47.4 |
|
|
|
17.3 |
% |
U.S. Company-owned store gross margin (which does not include certain store-level costs such as royalties and advertising) decreased $1.5 million, or 9.9%, in the third quarter of 2025, and decreased $4.8 million, or 10.1%, in the three fiscal quarters of 2025. As a percentage of store revenues, U.S. Company-owned store gross margin decreased 0.5 percentage points in the third quarter of 2025, and decreased 1.3 percentage points in the three fiscal quarters of 2025. These changes in gross margin as a percentage of revenues are discussed in additional detail below.
Supply Chain Gross Margin
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||||||||||||||||||
Revenues |
|
$ |
697.0 |
|
|
|
100.0 |
% |
|
$ |
651.3 |
|
|
|
100.0 |
% |
|
$ |
2,053.9 |
|
|
|
100.0 |
% |
|
$ |
1,969.8 |
|
|
|
100.0 |
% |
Cost of sales |
|
|
617.9 |
|
|
|
88.7 |
% |
|
|
582.2 |
|
|
|
89.4 |
% |
|
|
1,816.0 |
|
|
|
88.4 |
% |
|
|
1,753.1 |
|
|
|
89.0 |
% |
Supply chain gross margin |
|
$ |
79.1 |
|
|
|
11.3 |
% |
|
$ |
69.1 |
|
|
|
10.6 |
% |
|
$ |
238.0 |
|
|
|
11.6 |
% |
|
$ |
216.6 |
|
|
|
11.0 |
% |
Supply chain gross margin increased $10.0 million, or 14.3%, in the third quarter of 2025, and increased $21.4 million, or 9.8%, in the three fiscal quarters of 2025. As a percentage of supply chain revenues, supply chain gross margin increased 0.7 percentage points in the third quarter of 2025, and increased 0.6 percentage points in the three fiscal quarters of 2025. These changes in gross margin as a percentage of revenues are discussed in additional detail below.
General and Administrative Expenses
General and administrative expenses increased $1.1 million, or 1.1%, in the third quarter of 2025. General and administrative expenses increased $0.8 million, or 0.3%, in the three fiscal quarters of 2025, primarily due to approximately $5 million in severance expenses associated with an organizational realignment that took place in the first quarter of 2025, offset by expenses related to our Worldwide Rally in the second quarter of 2024, which takes place every two years and did not reoccur in 2025.
U.S. Franchise Advertising Expenses
U.S. franchise advertising expenses increased $10.7 million, or 8.9%, in the third quarter of 2025, and increased $31.6 million, or 8.9%, in the three fiscal quarters of 2025, consistent with the increase in U.S. franchise advertising revenues, as discussed above. U.S. franchise advertising costs are accrued and expensed when the related U.S. franchise advertising revenues are recognized, as our consolidated not-for-profit advertising fund is obligated to expend such revenues on advertising and other activities that promote the Domino’s brand, and these revenues cannot be used for general corporate purposes.
24
Refranchising (Gain) Loss
During the second quarter of 2025, we refranchised 36 U.S. Company-owned stores in Maryland for net proceeds of $8.5 million. The pre-tax refranchising gain associated with the sale of the related assets and liabilities, including a $1.4 million reduction in goodwill, was $3.9 million and was recorded in refranchising (gain) loss in our condensed consolidated statements of income.
During each of the first and second quarters of 2024, we refranchised one U.S. Company-owned store for proceeds of less than $0.1 million each. The pre-tax refranchising loss associated with the sale of the related assets and liabilities, including goodwill, were approximately $0.1 million each and were recorded in refranchising (gain) loss in our condensed consolidated statements of income.
Other (Expense) Income
During the third quarter and three fiscal quarters of 2025, we recorded a total net $3.0 million pre-tax unrealized loss and a total net $5.0 million pre-tax realized and unrealized gain, respectively, on our investment in DPC Dash (refer to Note 5 of the condensed consolidated financial statements). During the third quarter and three fiscal quarters of 2024, we recorded a $26.2 million and an $18.9 million pre-tax unrealized gain, respectively, on our investment in DPC Dash. The recorded amount of our investment is based on the active exchange quoted price for the equity security.
Interest Expense, Net
Interest expense, net increased $0.6 million, or 1.4%, in the third quarter of 2025, and increased $0.4 million, or 0.3%, in the three fiscal quarters of 2025.
Our weighted average borrowing rate was 3.8% in each of the third quarters and three fiscal quarters of 2025 and 2024.
Provision for Income Taxes
Provision for income taxes increased $2.2 million, or 5.8%, in the third quarter of 2025 due to a higher effective tax rate. The effective tax rate increased to 22.3% during the third quarter of 2025 as compared to 20.4% in the third quarter of 2024.
Provision for income taxes increased $33.4 million, or 38.6%, in the three fiscal quarters of 2025 due to a higher effective tax rate, as well as higher income before provision for income taxes. The effective tax rate increased to 22.2% during the three fiscal quarters of 2025 as compared to 17.3% in the three fiscal quarters of 2024, driven primarily by a 3.8 percentage point unfavorable change in the impact of excess tax benefits from equity-based compensation.
We applied the relevant provisions of the One Big Beautiful Bill Act in the third quarter of 2025 following its enactment on July 4, 2025, including provisions related to bonus depreciation, research and development and foreign derived intangible income and it did not have a material impact on our condensed consolidated financial statements.
25
Segment Income
We evaluate the performance of our reportable segments and allocate resources to them based on earnings before interest, taxes, depreciation, amortization and other, referred to as Segment Income. Segment Income for each of our reportable segments is summarized in the table below.
|
|
Third Quarter |
|
|
Third Quarter |
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||||
U.S. stores |
|
$ |
136.3 |
|
|
$ |
128.6 |
|
|
$ |
402.1 |
|
|
$ |
394.2 |
|
Supply chain |
|
|
70.2 |
|
|
|
61.2 |
|
|
|
217.2 |
|
|
|
190.7 |
|
International franchise |
|
|
67.3 |
|
|
|
62.4 |
|
|
|
196.6 |
|
|
|
180.8 |
|
U.S. Stores
U.S. stores Segment Income increased $7.7 million, or 6.0%, in the third quarter of 2025, primarily due to higher U.S. franchise royalties and fees revenues, as discussed above. This increase was partially offset by the $1.5 million decrease in U.S. Company-owned store gross margin, as discussed above. U.S. stores Segment Income increased $7.9 million, or 2.0%, in the three fiscal quarters of 2025, primarily due to higher U.S. franchise royalties and fees revenues, but this increase was partially offset by the $4.8 million decrease in U.S. Company-owned store gross margin, as discussed above, as well as a shift in the relative mix of labor cost associated with internally developed software.
U.S. franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on U.S. stores Segment Income. U.S. franchise advertising costs are accrued and expensed when the related U.S. franchise advertising revenues are recognized and had no impact on U.S. stores Segment Income.
Supply Chain
Supply chain Segment Income increased $9.0 million, or 14.7%, in the third quarter of 2025, primarily due to the $10.0 million increase in supply chain gross margin discussed above. Supply chain Segment Income increased $26.5 million, or 13.9%, in the three fiscal quarters of 2025, primarily due to the $21.4 million increase in supply chain gross margin discussed above.
International Franchise
International franchise Segment Income increased $4.9 million, or 7.9%, in the third quarter of 2025, and increased $15.8 million, or 8.7%, in the three fiscal quarters of 2025 primarily due to higher international franchise royalties and fees revenues, as discussed above. In addition, lower general and administrative expenses also contributed to the increase in international franchise Segment Income in the three fiscal quarters of 2025. The decrease in general and administrative expenses primarily related to our Worldwide Rally in the second quarter of 2024, which did not reoccur in 2025 as discussed above. International franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on international franchise Segment Income.
26
Liquidity and Capital Resources
Historically, our receivable collection periods and inventory turn rates are faster than the normal payment terms on our current liabilities resulting in efficient deployment of working capital. We generally collect our receivables within three weeks from the date of the related sale and we generally experience multiple inventory turns per month. In addition, our sales are not typically seasonal, which further limits variations in our working capital requirements. As of September 7, 2025, we had working capital of $123.0 million, excluding restricted cash and cash equivalents of $202.5 million, advertising fund assets, restricted, of $135.8 million and advertising fund liabilities of $132.7 million. Working capital includes total unrestricted cash and cash equivalents of $139.7 million.
Our primary sources of liquidity are cash flows from operations and availability of borrowings under our variable funding notes. During the third quarter and three fiscal quarters of 2025, we experienced an increase in both U.S. and international retail sales (excluding foreign currency impact). Additionally, both our U.S. and international businesses grew store counts during the third quarter and three fiscal quarters of 2025. These factors contributed to our continued ability to generate positive operating cash flows. In addition to our cash flows from operations, we have a variable funding note facility. Our Series 2025-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the “2025 Variable Funding Notes”), allows for advances of up to $320.0 million and issuance of certain other credit instruments, including letters of credit. The letters of credit primarily relate to our casualty insurance programs. As of September 7, 2025, we had no outstanding borrowings and $263.6 million of available borrowing capacity under our 2025 Variable Funding Notes, net of letters of credit issued of $56.4 million.
We expect to continue to use our unrestricted cash and cash equivalents, cash flows from operations, any excess cash from our refinancing and recapitalization transactions and available borrowings under our 2025 Variable Funding Notes to, among other things, fund working capital requirements, invest in our core business and other strategic opportunities, repay outstanding borrowings under our securitized debt, pay dividends and repurchase and retire shares of our common stock.
Our ability to continue to fund these items and continue to service our debt could be adversely affected by the occurrence of any of the events described under “Risk Factors” in our 2024 Form 10-K. There can be no assurance that our business will generate sufficient cash flows from operations or that future borrowings will be available under our 2025 Variable Funding Notes or otherwise to enable us to service our indebtedness, or to make anticipated capital expenditures. Our future operating performance and our ability to service, extend or refinance our outstanding senior notes and to service, extend or refinance our 2025 Variable Funding Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.
Restricted Cash
As of September 7, 2025, we had $151.9 million of restricted cash and cash equivalents held for future principal and interest payments and other working capital requirements of our asset-backed securitization structure, $50.4 million of restricted cash equivalents held in a three-month interest reserve as required by the indenture governing the securitized debt and $0.2 million of other restricted cash for a total of $202.5 million of restricted cash and cash equivalents. As of September 7, 2025, we also held $109.6 million of advertising fund restricted cash and cash equivalents which can only be used for activities that promote the Domino’s brand.
27
Long-Term Debt
As of September 7, 2025, we had approximately $4.82 billion of long-term debt. As of September 7, 2025, our fixed rate notes had original scheduled principal payments of $9.8 million in the remainder of 2025, $49.3 million in 2026, $1.34 billion in 2027, $834.3 million in 2028, $646.1 million in 2029, $495.0 million in 2030, $925.0 million in 2031 and $470.0 million in 2032. However, in accordance with our debt agreements, the payment of principal on the 2025 Five-Year Notes and 2025 Seven-Year Notes (refer to Note 5 to the condensed consolidated financial statements) may be suspended if either the Holdco Leverage Ratio or Senior Leverage Ratio is less than or equal to 5.5x total debt to either Consolidated Adjusted EBITDA or Securitized Net Cash Flow, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable. Further, in accordance with our debt agreements, the payment of principal on the 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes (refer to Note 5 to the condensed consolidated financial statements) may be suspended if the Holdco Leverage Ratio is less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable. As of the end of the third quarter of 2025 and the end of the fourth quarter of 2024, we satisfied the non-amortization tests for each respective series of notes, and accordingly, the outstanding principal amounts of the notes have been classified as long-term debt in the condensed consolidated balance sheet as of September 7, 2025 and December 29, 2024.
The notes are subject to certain financial and non-financial covenants, including a debt service coverage ratio calculation. The covenant requires a minimum coverage ratio of 1.75x total debt service to Securitized Net Cash Flow, each as defined in the indenture governing the securitized debt. In the event that certain covenants are not met, the notes may become due and payable on an accelerated schedule.
Share Repurchase Programs
Our share repurchase programs have historically been funded by excess operating cash flows, excess proceeds from our refinancing and recapitalization transactions and borrowings under our variable funding note facilities.
During the third quarter of 2025, we repurchased and retired 165,778 shares of our common stock under our Board of Directors-approved share repurchase program for a total of $74.7 million. During the three fiscal quarters of 2025, we repurchased and retired 596,754 shares of our common stock under our Board of Directors-approved share repurchase program for a total of approximately $274.7 million. As of September 7, 2025, we had a total remaining authorized amount for share repurchases of approximately $539.7 million.
Dividends
On July 15, 2025, our Board of Directors declared a $1.74 per share quarterly dividend on our outstanding common stock for shareholders of record as of September 15, 2025, which was paid on September 30, 2025. We had approximately $61.2 million accrued for common stock dividends at September 7, 2025. Subsequent to the end of the third quarter of 2025, on October 7, 2025, our Board of Directors declared a $1.74 per share quarterly dividend on our outstanding common stock for shareholders of record as of December 15, 2025, to be paid on December 26, 2025.
28
Sources and Uses of Cash
The following table illustrates the main components of our cash flows:
|
|
Three Fiscal Quarters |
|
|
Three Fiscal Quarters |
|
||
Cash flows provided by (used in) |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
552.3 |
|
|
$ |
446.9 |
|
Net cash used in investing activities |
|
|
(6.1 |
) |
|
|
(71.9 |
) |
Net cash used in financing activities |
|
|
(558.2 |
) |
|
|
(313.0 |
) |
Effect of exchange rate changes on cash |
|
|
1.5 |
|
|
|
(0.6 |
) |
Change in cash and cash equivalents, restricted cash and cash equivalents |
|
$ |
(10.6 |
) |
|
$ |
61.4 |
|
Operating Activities
Cash provided by operating activities increased $105.4 million in the three fiscal quarters of 2025, as a result of the positive impact of changes in operating assets and liabilities, higher net income excluding non-cash operating activities and a positive change in restricted advertising fund assets and liabilities. The positive impact of changes in operating assets and liabilities of $48.1 million primarily related to the timing of payments on accounts payable and accounts receivable in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024. The increase in net cash provided by operating activities was also a result of higher net income, excluding non-cash operating activities. Net income increased $5.3 million and non-cash adjustments increased $26.9 million (primarily representing changes in deferred income taxes and the changes in the total net realized and unrealized gains associated with the remeasurement of the Company’s investment in DPC Dash), resulting in an overall increase to cash provided by operating activities in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024 of $32.2 million. Finally, the $25.1 million positive impact of changes in restricted advertising fund assets and liabilities in the three fiscal quarters of 2025 as compared to the three fiscal quarters of 2024 was a result of the timing and amount of advertising activities.
Investing Activities
Cash used in investing activities was $6.1 million in the three fiscal quarters of 2025, which primarily consisted of $56.7 million of capital expenditures (driven primarily by investments in consumer and store technology, supply chain centers and corporate store operations). This use of cash was partially offset by the net proceeds from the sale of 4,200,000 ordinary shares of our investment in DPC Dash for $44.1 million and net proceeds of $8.5 million for the refranchising of 36 U.S. Company-owned stores in the Maryland market, each in the second quarter of 2025.
Financing Activities
Cash used in financing activities was $558.2 million in the three fiscal quarters of 2025. In connection with our refinancing transaction completed on September 5, 2025, we issued of $1.00 billion of new notes including $500.0 million 2025 Five-Year Notes and $500.0 million 2025 Seven-Year Notes. We used the proceeds from the issuance of the 2025 Notes, as well as $160.0 million of our unrestricted cash and cash equivalents, to repay the remaining $742.0 million in outstanding principal under our 2015 Ten-Year Notes and the remaining $402.7 million in outstanding principal under our 2018 7.5-Year Notes and to pay $15.3 million in capitalized financing costs. During the three fiscal quarters of 2025, we repurchased and retired $274.7 million in common stock under our Board of Directors-approved share repurchase program, and we also made $3.0 million in excise tax payments related to our share repurchase programs. We also made dividend payments to our shareholders of $119.5 million. We made tax payments for the vesting of restricted stock of $10.9 million. These uses of cash were partially offset by proceeds from the exercise of stock options of $12.9 million.
Critical Accounting Estimates
For a description of the Company’s critical accounting estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Form 10-K. The Company considers its most significant accounting policies and estimates to be long-lived assets, casualty insurance reserves and income taxes. There have been no material changes to the Company’s critical accounting estimates since December 29, 2024.
29
Forward-Looking Statements
This filing contains various forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) that are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. 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. You can identify forward-looking statements by the use of words such as “anticipates,” “believes,” “could,” “should,” “estimates,” “expects,” “intends,” “may,” “will,” “plans,” “predicts,” “projects,” “seeks,” “approximately,” “potential,” “outlook” and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. These forward-looking statements address various matters including information concerning future results of operations and business strategy, our anticipated profitability, estimates in same store sales growth, store growth and the growth of our U.S. and international business in general, our 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. While we believe these expectations and projections are based on reasonable assumptions, such forward-looking statements are inherently subject to risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from our expectations are more fully described in our filings with the Securities and Exchange Commission, including under the section headed “Risk Factors” in our 2024 Form 10-K for the fiscal year ended December 29, 2024. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including but not limited to: our substantial indebtedness as a result of our recapitalization transactions and our ability to incur additional indebtedness or refinance or renegotiate key terms of that indebtedness in the future; the impact a downgrade in our credit rating may have on our business, financial condition and results of operations; our future financial performance and our ability to pay principal and interest on our indebtedness; the strength of our brand, including our ability to compete in the U.S. and internationally in our intensely competitive industry, including the food service and food delivery markets; our ability to successfully implement our growth strategy, including through our participation in the third-party order aggregation marketplace; labor shortages or changes in operating expenses resulting from increases in prices of food (particularly cheese), fuel and other commodity costs, labor, utilities, insurance, employee benefits and other operating costs or negative economic conditions; the effectiveness of our advertising, operations and promotional initiatives; shortages, interruptions or disruptions in the supply or delivery of fresh food products and store equipment; additional risks our international operations subject us to, which may differ in each country in which we and our franchisees do business; our ability and that of our franchisees to successfully operate in the current and future credit environment; the impact of social media or a boycott on our business, brand and reputation; the impact of new or improved technologies and alternative methods of delivery on consumer behavior; new product, digital ordering and concept developments by us, and other food-industry competitors; our ability to maintain good relationships with and attract new franchisees, and franchisees’ ability to successfully manage their operations without negatively impacting our royalty payments and fees or our brand’s reputation; our ability to successfully implement cost-saving strategies; changes in the level of consumer spending given general economic conditions, including interest rates, energy prices and consumer confidence or negative economic conditions in general; our ability and that of our franchisees to open new restaurants and keep existing restaurants in operation and maintain demand for new stores; the impact that widespread illness, health epidemics or general health concerns, severe weather conditions and natural disasters may have on our business and the economies of the countries where we operate; changes in foreign currency exchange rates; changes in income tax rates; our ability to retain or replace our executive officers and other key members of management and our ability to adequately staff our stores and supply chain centers with qualified personnel; our ability to find and/or retain suitable real estate for our stores and supply chain centers; changes in government legislation and regulations, including changes in laws and regulations regarding information privacy, payment methods, advertising and consumer protection and social media; adverse legal judgments or settlements; food-borne illness or contamination of products or food tampering or other events that may impact our reputation; data breaches, power loss, technological failures, user error or other cyber risks threatening us or our franchisees; the impact that environmental, social and governance matters may have on our business and reputation; the effect of war, terrorism, catastrophic events, other geopolitical or reputational considerations or climate change; our ability to pay dividends and repurchase shares; changes in consumer tastes, spending and traffic patterns and demographic trends; changes in accounting policies; and adequacy of our insurance coverage. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this filing might not occur. All forward-looking statements speak only as of the date of this filing and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, or other applicable law, we will not undertake, and specifically disclaim, any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date of this filing, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on the forward-looking statements included in this filing or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
30
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
We do not engage in speculative transactions, nor do we hold or issue financial instruments for trading purposes. In connection with the refinancings and recapitalizations of our business, we have issued fixed rate notes and entered into variable funding notes, and, at September 7, 2025, we are exposed to interest rate risk on borrowings under our variable funding notes. As of September 7, 2025, we had no outstanding borrowings under our 2025 Variable Funding Notes.
Our 2025 Variable Funding Notes bear interest at fluctuating interest rates based on the Secured Overnight Financing Rate (“Term SOFR”). Accordingly, a rising interest rate environment could result in higher interest expense due on borrowings under our 2025 Variable Funding Notes, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.
Our fixed-rate debt exposes the Company to changes in market interest rates reflected in the fair value of the debt and to the risk that the Company may need to refinance maturing debt with new debt at a higher rate.
We are exposed to market risks from changes in food and commodity prices. During the normal course of business, we purchase cheese and certain other food products that are affected by changes in commodity prices and, as a result, we are subject to volatility in our product costs. Severe increases in commodity prices or food costs, including as a result of inflation, could affect the global and U.S. economies and could also adversely impact our business, financial condition or results of operations. We may periodically enter into financial instruments to manage this risk, although we have not done so historically. We do not engage in speculative transactions or hold or issue financial instruments for trading purposes. In instances when we use fixed pricing agreements with our suppliers, these agreements cover our physical commodity needs, are not net-settled and are accounted for as normal purchases.
Foreign Currency Exchange Risk
We have exposure to various foreign currency exchange rate fluctuations for revenues generated by our operations outside the U.S., which can adversely impact our net income and cash flows. Approximately 6.8% of our total revenues in both the third quarter and three fiscal quarters of 2025, approximately 6.9% of our total revenues in the third quarter of 2024 and approximately 6.8% of our total revenues in the three fiscal quarters of 2024 were derived from our international franchise segment, a majority of which were denominated in foreign currencies. We also operate dough manufacturing and distribution facilities in Canada, which generate revenues denominated in Canadian dollars. We do not enter into financial instruments to manage this foreign currency exchange risk. We estimate that a hypothetical 10% adverse change in the foreign currency rates for our international markets would have resulted in a negative impact on royalty revenues of approximately $20.4 million in the three fiscal quarters of 2025.
Item 4. Controls and Procedures.
Management, with the participation of the Company’s Chief Executive Officer, Russell J. Weiner, and Executive Vice President and Chief Financial Officer, Sandeep Reddy, performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, Mr. Weiner and Mr. Reddy concluded that the Company’s disclosure controls and procedures were effective.
During the quarterly period ended September 7, 2025, there were no changes in the Company’s internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are a party to lawsuits, revenue agent reviews by taxing authorities and administrative proceedings in the ordinary course of business which include, without limitation, workers’ compensation, general liability, automobile and franchisee claims. We are also subject to suits related to employment practices. In addition, we may occasionally be party to large claims, including class action suits.
Litigation is subject to many uncertainties, and the outcome of individual litigated matters is unpredictable. These matters referenced above could be decided unfavorably to us and could require us to pay damages or make other expenditures in amounts or a range of amounts that cannot be estimated with accuracy. However, we do not believe these matters, individually or in the aggregate, will have a material adverse effect on the business or financial condition of the Company, and we expect that the established accruals adequately provide for the estimated resolution of such claims.
Item 1A. Risk Factors.
There have been no material changes with respect to those risk factors previously disclosed in Item 1A “Risk Factors” in Part I of our 2024 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
||||
|
|
|
|
|
|
|
|
Total Number of Shares |
|
|
Value of Shares that |
|
||||
|
|
Total Number |
|
|
|
|
|
Purchased as Part of |
|
|
May Yet Be Purchased |
|
||||
|
|
of Shares |
|
|
Average Price Paid |
|
|
Publicly Announced |
|
|
Under the Program (2) |
|
||||
Period |
|
Purchased (1) |
|
|
Per Share |
|
|
Program (2) |
|
|
(in thousands) |
|
||||
Period #7 (June 16, 2025 |
|
|
1,185 |
|
|
$ |
454.44 |
|
|
|
— |
|
|
$ |
614,338 |
|
Period #8 (July 14, 2025 |
|
|
1,784 |
|
|
|
464.70 |
|
|
|
— |
|
|
|
614,338 |
|
Period #9 (August 11, 2025 |
|
|
167,061 |
|
|
|
450.47 |
|
|
|
165,778 |
|
|
|
539,681 |
|
Total |
|
|
170,030 |
|
|
$ |
450.64 |
|
|
|
165,778 |
|
|
$ |
539,681 |
|
(1) |
4,252 shares in the third quarter of 2025 were purchased as part of the Company’s employee stock payroll deduction plan at an average price of $462.46.
|
(2) |
On February 21, 2024, the Company’s Board of Directors authorized an additional share repurchase program to repurchase up to $1.0 billion of the Company’s common stock, in addition to the $141.3 million that was previously remaining for a total authorization of $1.14 billion for future share repurchases as of that date. As of September 7, 2025, $539.7 million remained available for future purchases of the Company’s common stock under this share repurchase program.
|
|
Authorization for the repurchase program may be modified, suspended, or discontinued at any time. The repurchase of shares in any particular period and the actual amount of such purchases remain at the discretion of the Board of Directors, and no assurance can be given that shares will be repurchased in the future. |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
32
Item 5. Other Information.
Rule 10b5-1 Trading Plans
Our directors and officers (as defined in Section 16 of the Exchange Act (“Section 16”)) may from time to time enter into plans for the purchase or sale of Domino’s stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
During the fiscal quarter ended September 7, 2025, the following Section 16 officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 under Regulation S-K of the Exchange Act):
The Rule 10b5-1 trading arrangements described above were adopted and precleared in accordance with Domino’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.
No other directors or officers
33
Item 6. Exhibits.
Exhibit Number |
|
Description |
4.1 |
|
Ninth Supplement to the Amended and Restated Base Indenture, dated as of September 5, 2025, by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on September 8, 2025 (the “September 2025 8-K”)). |
4.2 |
|
Series 2025-1 Supplement to the Amended and Restated Base Indenture, dated September 5, 2025, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer of Series 2025-1 4.930% Fixed Rate Senior Secured Notes, Class A-2-I and Series 2025-1 5.217% Fixed Rate Senior Secured Notes, Class A-2-II, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.2 to the September 2025 8-K). |
10.1 |
|
Purchase Agreement, dated August 12, 2025, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, Domino’s Pizza, Inc. and Domino’s, Inc., as parent companies, and Barclays Capital Inc. and Guggenheim Securities, LLC, as initial purchasers (Incorporated by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on August 13, 2025). |
10.2 |
|
Class A-1 Note Purchase Agreement, dated September 5, 2025, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC, Domino’s Progressive Foods Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC, Domino’s EQ LLC and Domino’s Pizza International Franchising of Michigan LLC, each as Guarantor, Domino’s Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent (Incorporated by reference to Exhibit 10.1 to the September 2025 8-K). |
10.3 |
|
Omnibus Amendment and Reaffirmation Agreement, dated as of September 5, 2025, among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., Progressive Food Solutions LLC, Domino’s Pizza, Inc., Barclays Capital Inc., as Initial Purchaser Representative, Midland Loan Services, a division of PNC Bank, National Association, as Servicer and Control Party, FTI Consulting, Inc., a Maryland corporation, as Back-Up Manager, and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the September 2025 8-K). |
10.4 |
|
Form of Amendment No. 6 to Amended and Restated Management Agreement, dated as of September 5, 2025, among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.3 to the September 2025 8-K). |
10.5 |
|
Form of Amendment No. 3 to Parent Company Support Agreement dated September 5, 2025 made by Domino’s Pizza, Inc. in favor of Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.4 to the September 2025 8-K). |
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc. |
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc. |
32.1 |
|
Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc. |
32.2 |
|
Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to Domino’s Pizza, Inc. |
101.INS |
|
XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
104 |
|
Cover page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). |
34
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: October 14, 2025 |
|
/s/ Sandeep Reddy |
|
|
Sandeep Reddy |
|
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
35
FAQ
How did Domino’s (DPZ) perform in Q3 2025?
What were DPZ’s same store sales in Q3 2025?
What refinancing did Domino’s complete?
What is Domino’s current debt and liquidity position?
How much cash did operations generate year‑to‑date?
Did DPZ return capital to shareholders?
What happened with the DPC Dash investment?
