<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 18, 2000
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ___________ to ___________
COMMISSION FILE NUMBER: 333-74797
DOMINO'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3025165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
30 FRANK LLOYD WRIGHT DRIVE
ANN ARBOR, MICHIGAN 48106
(Address of principal executive offices)
(734) 930-3030
(Registrant's telephone number, including area code)
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.
Yes [X] No [ ]
The number of shares outstanding of the registrant's common stock as of July 24,
2000 was 10 shares.
<PAGE>
DOMINO'S, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 18, 2000 and January 2, 2000 3
Condensed Consolidated Statements of Income -
Fiscal quarter and two fiscal quarters ended
June 18, 2000 and June 20, 1999 4
Condensed Consolidated Statements of Cash Flows -
Two fiscal quarters ended June 18, 2000
and June 20, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION 12
SIGNATURES 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOMINO'S, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(In thousands) June 18, 2000 January 2, 2000
Assets (UNAUDITED) (NOTE)
------------- ------------
<S> <C> <C>
Current assets:
Cash $ 28,401 $ 30,278
Accounts receivable 43,105 40,902
Notes receivable 5,017 5,172
Inventories 16,490 18,624
Prepaid expenses and other 7,384 14,890
Deferred income taxes 10,498 10,498
--------- ---------
Total current assets 110,895 120,364
--------- ---------
Property, plant and equipment:
Land and buildings 14,253 14,246
Leasehold and other improvements 55,523 54,538
Equipment 120,427 117,018
Construction in progress 3,614 3,548
--------- ---------
193,817 189,350
Accumulated depreciation and
amortization 116,581 116,287
--------- ---------
Property, plant and equipment, net 77,236 73,063
--------- ---------
Other assets:
Deferred income taxes 72,189 73,038
Deferred financing costs 34,432 37,208
Goodwill 16,380 16,034
Covenants not-to-compete 11,754 16,970
Capitalized software 26,365 26,113
Other 18,733 18,340
--------- ---------
Total other assets 179,853 187,703
--------- ---------
Total assets $ 367,984 $ 381,130
========= =========
Liabilities and stockholder's deficit
Current liabilities:
Current portion of long-term debt $ 13,920 $ 21,438
Accounts payable 32,217 35,108
Insurance reserves 6,945 7,152
Accrued restructuring 1,297 3,020
Accrued income taxes 748 804
Other accrued liabilities 54,245 58,586
--------- ---------
Total current liabilities 109,372 126,108
--------- ---------
Long-term liabilities:
Long-term debt, less current portion 691,170 696,132
Insurance reserves 14,103 15,485
Other accrued liabilities 22,335 22,371
--------- ---------
Total long-term liabilities 727,608 733,988
--------- ---------
Stockholder's deficit:
Common stock -- --
Additional paid-in capital 120,202 120,202
Retained deficit (589,163) (599,292)
Accumulated other comprehensive income (35) 124
--------- ---------
Total stockholder's deficit (468,996) (478,966)
--------- ---------
Total liabilities and stockholder's deficit $ 367,984 $ 381,130
========= =========
</TABLE>
---------
Note: The balance sheet at January 2, 2000 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.
See accompanying notes.
3
<PAGE>
DOMINO'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Fiscal Quarter Ended Two Fiscal Quarters Ended
JUNE 18, JUNE 20, JUNE 18, JUNE 20,
(In thousands) 2000 1999 2000 1999
----------------------- -----------------------
<S> <C> <C> <C> <C>
Revenues:
Corporate stores $ 88,175 $ 83,802 $ 178,415 $ 170,362
Domestic franchise royalties 27,351 26,543 54,982 53,159
Domestic distribution 136,749 132,785 271,829 267,512
International 14,615 12,982 28,582 25,847
--------- --------- --------- ---------
Total revenues 266,890 256,112 533,808 516,880
--------- --------- --------- ---------
Operating expenses:
Cost of sales 196,087 187,732 391,142 380,552
General and administrative 44,503 47,205 90,624 97,634
Restructuring -- 1,623 -- 1,623
--------- --------- --------- ---------
Total operating expenses 240,590 236,560 481,766 479,809
--------- --------- --------- ---------
Income from operations 26,300 19,552 52,042 37,071
Interest income 532 216 1,063 329
Interest expense 17,323 16,911 34,793 34,162
--------- --------- --------- ---------
Income before provision (benefit)
for income taxes 9,509 2,857 18,312 3,238
Provision (benefit) for income taxes 4,089 (1,490) 7,845 (1,338)
--------- --------- --------- ---------
Net income $ 5,420 $ 4,347 $ 10,467 $ 4,576
========= ========= ========= =========
</TABLE>
--------
See accompanying notes.
4
<PAGE>
DOMINO'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Two Fiscal Quarters Ended
June 18, June 20,
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by operating activities $ 25,770 $ 33,001
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment,
and franchise stores and commissaries (19,188) (12,156)
Other 4,362 668
-------- --------
Net cash used in investing activities (14,826) (11,488)
-------- --------
Cash flows from financing activities:
Repayments of long-term debt (12,467) (3,685)
Distributions (338) --
Capital contribution -- 1,465
-------- --------
Net cash used in financing activities (12,805) (2,220)
Effect of exchange rate changes on cash (16) 81
-------- --------
Increase (decrease) in cash (1,877) 19,374
Cash, at beginning of period 30,278 115
-------- --------
Cash, at end of period $ 28,401 $ 19,489
======== ========
</TABLE>
--------
See accompanying notes.
5
<PAGE>
DOMINO'S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED; TABULAR AMOUNTS IN THOUSANDS)
JUNE 18, 2000
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 Article 10 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. In the opinion
of management, all adjustments, consisting of normal recurring accruals,
considered necessary for a fair presentation have been included. Operating
results for the fiscal quarter ended June 18, 2000 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2000. For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended January 2, 2000 included on our Form
10-K.
2. Comprehensive Income
<TABLE>
<CAPTION>
Fiscal Quarter Ended Two Fiscal Quarters Ended
---------------------- --------------------------
June 18, June 20, June 18, June 20,
2000 1999 2000 1999
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Net income $ 5,420 $ 4,347 $ 10,467 $ 4,576
Currency translation adjustment (8) 14 (96) 57
Unrealized gain (loss) on investments, net of
tax (39) 36 (63) 31
-------- -------- -------- --------
Comprehensive income $ 5,373 $ 4,397 $ 10,308 $ 4,664
======== ======== ======== ========
</TABLE>
3. Restructuring
In fiscal 1999, the Company recognized approximately $7.6 million in
restructuring charges comprised of staff reduction costs of $6.3 million and
exit cost liabilities of $1.3 million, as defined below. The staff reduction
costs were incurred during the second, third and fourth quarters of 1999, in
connection with the reduction of 90 corporate and administrative employees. As
of June 18, 2000, the Company had paid $6.2 million of the staff reduction costs
and management expects the remaining amount to be paid during fiscal 2000.
The exit costs were recorded in the fourth quarter of 1999 in connection with
the planned closure and relocation of 50 specifically identified corporate-owned
stores. The exit cost liability is comprised of the operating lease obligations
after the expected closure or relocation dates and related leased premises
restoration costs. As of June 18, 2000, 19 corporate-owned stores have been
relocated as a part of the restructuring. Management expects that the
remaining exit cost liabilities will be paid as the related obligations become
due.
6
<PAGE>
4. Segment Data
The following table summarizes revenues and earnings before interest, taxes,
depreciation and amortization (EBITDA) for each of the Company's reportable
segments.
<TABLE>
<CAPTION>
Fiscal quarter ended June 18, 2000 and June 20, 1999
----------------------------------------------------
Domestic Domestic Intersegment
Stores Distribution International Revenues Other Total
------ ------------ ------------- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Revenues -
2000 $115,526 $160,852 $ 14,615 $(24,103) $ -- $266,890
1999 110,345 154,677 12,982 (21,892) -- 256,112
EBITDA -
2000 30,962 8,581 3,052 -- (8,077) 34,518
1999 31,317 7,063 2,234 -- (9,149) 31,465
<CAPTION>
Two fiscal quarters ended June 18, 2000 and June 20, 1999
---------------------------------------------------------
Domestic Domestic Intersegment
Stores Distribution International Revenues Other Total
------ ------------ ------------- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Revenues -
2000 $233,397 $319,395 $28,582 $(47,566) $ -- $533,808
1999 223,521 311,594 25,847 (44,082) -- 516,880
EBITDA -
2000 63,453 16,187 5,982 -- (17,848) 67,774
1999 62,247 12,452 4,334 -- (17,343) 61,690
</TABLE>
The following table reconciles total EBITDA to consolidated income before
provision (benefit) for income taxes.
<TABLE>
<CAPTION>
Fiscal quarter ended Two fiscal quarters ended
-------------------------------- --------------------------------
June 18, June 20, June 18, June 20,
2000 1999 2000 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Total EBITDA $ 34,518 $ 31,465 $ 67,774 $ 61,690
Depreciation and amortization (7,838) (11,882) (15,344) (24,692)
Interest expense (17,323) (16,911) (34,793) (34,162)
Interest income 532 216 1,063 329
Gain (loss) on sale of plant and
equipment (380) (31) (388) 73
-------- -------- -------- --------
Income before provision (benefit)
for income taxes $ 9,509 $ 2,857 $ 18,312 $ 3,238
======== ======== ======== ========
</TABLE>
No customer accounted for more than 10% of total consolidated revenues in the
fiscal quarter or two fiscal quarters ended June 18, 2000 and June 20, 1999.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The 2000 and 1999 second fiscal quarters referenced herein represent the twelve-
week periods ended June 18, 2000 and June 20, 1999, respectively. The 2000 and
1999 two fiscal quarters referenced herein represent the twenty-four weeks ended
June 18, 2000 and June 20, 1999, respectively.
RESULTS OF OPERATIONS
---------------------
Revenues
--------
General. Revenues include retail sales of food by corporate-owned stores,
royalties and fees from domestic and international franchise stores and sales of
food, equipment and supplies by our distribution commissaries to domestic and
international franchise stores.
Total revenues increased 4.2% to $266.9 million for the fiscal quarter ended
June 18, 2000, from $256.1 million for the comparable period in 1999, and
increased 3.3% to $533.8 million for the two fiscal quarters ended June 18,
2000, from $516.9 million for the comparable period in 1999. These increases
are due primarily to increases in corporate store and domestic distribution
revenues as described below.
Domestic Stores
---------------
Corporate Stores. Revenues from corporate store operations increased 5.2% to
$88.2 million for the fiscal quarter ended June 18, 2000, from $83.8 million for
the comparable period in 1999, and increased 4.7% to $178.4 million for the two
fiscal quarters ended June 18, 2000, from $170.4 million for the comparable
period in 1999.
These increases are due primarily to an increase in the number of corporate
stores and an increase in same store sales. Same store sales for corporate
stores increased 1.9% and 1.0% for the fiscal quarter and two fiscal quarters
ended June 18, 2000, respectively, compared to the same period in 1999. The
number of corporate stores was 655 as of June 18, 2000, as compared to 645 as of
June 20, 1999.
Domestic Franchise. Revenues from domestic franchise operations increased 3.0%
to $27.4 million for the fiscal quarter ended June 18, 2000, from $26.5 million
for the comparable period in 1999, and increased 3.4% to $55.0 million for the
two fiscal quarters ended June 18, 2000, from $53.2 million for the comparable
period in 1999.
These increases are due primarily to an increase in the number of domestic
franchise stores and an increase in same store sales. Same store sales for
domestic franchise stores increased 2.4% for the fiscal quarter and two fiscal
quarters ended June 18, 2000, compared to the same period in 1999. The number
of domestic franchise stores was 4,058 as of June 18, 2000, as compared to 3,878
as of June 20, 1999.
Domestic Distribution
---------------------
Revenues from domestic distribution operations increased 3.0% to $136.7 million
for the fiscal quarter ended June 18, 2000, from $132.8 million for the
comparable period in 1999, and increased 1.6% to $271.8 million for the two
fiscal quarters ended June 18, 2000, from $267.5 million for the comparable
period in 1999.
The increased volume of food sales to domestic franchisees, primarily related to
the increases in domestic franchise same store sales and store counts discussed
above, were offset in part by a market decrease in cheese prices and an
increased demand for lower-priced fresh dough.
International
-------------
Revenues from international operations increased 12.6% to $14.6 million for the
fiscal quarter ended June 18, 2000, from $13.0 million for the comparable period
in 1999, and increased 10.6% to $28.6 million for the two fiscal quarters ended
June 18, 2000, from $25.8 million for the comparable period in 1999.
These increases are due primarily to an increase in the number of international
franchise stores and an increase in same store sales. On a constant dollar
basis, same store sales increased by 4.5% and 3.2% for the fiscal quarter and
two fiscal quarters ended June 18, 2000, respectively, compared to the same
period in 1999. The number of international stores was 2,022 as of June 18,
2000, as compared to 1,797 as of June 20, 1999.
8
<PAGE>
Operating Expenses
------------------
Cost of sales increased 4.4% to $196.1 million for the fiscal quarter ended June
18, 2000, from $187.7 million for the comparable period in 1999, and increased
2.8% to $391.1 million for the two fiscal quarters ended June 18, 2000, from
$380.6 million for the comparable period in 1999. Gross profit increased 3.5%
to $70.8 million for the fiscal quarter ended June 18, 2000, from $68.4 million
for the comparable period in 1999, and 4.6% to $142.7 million for the two fiscal
quarters ended June 18, 2000, from $136.3 million for the comparable period in
1999.
The increases in gross profit are due primarily to increases in total revenues
and lower food costs due to an increased demand for fresh dough, which costs
less to produce than our thin crust and deep dish products. These increases
were partially offset by a general increase in labor expenses.
General and administrative expenses decreased 5.7% to $44.5 million for the
fiscal quarter ended June 18, 2000, from $47.2 million for the comparable period
in 1999, and decreased 7.2% to $90.6 million for the two fiscal quarters ended
June 18, 2000, from $97.6 million for the comparable period in 1999. As a
percentage of total revenues, general and administrative expenses decreased 1.7%
to 16.7% for the fiscal quarter ended June 18, 2000 and decreased 1.9% to 17.0%
for the two fiscal quarters ended June 18, 2000, compared to the same periods in
1999.
These decreases in general and administrative expense as a percentage of total
revenues are due primarily to lower labor costs resulting from our December 1999
corporate restructuring and a decrease in covenants not-to-compete amortization
expense. Covenants not-to-compete amortization expense decreased 66.7% to $2.6
million for the fiscal quarter ended June 18, 2000, from $7.9 million for the
comparable period in 1999, and decreased 66.7% to $5.3 million for the two
fiscal quarters ended June 18, 2000, from $15.8 million for the comparable
period in 1999, due to the use of an accelerated amortization method.
Provision (Benefit) for Income Taxes
------------------------------------
Provision (benefit) for income taxes increased $5.6 million to $4.1 million for
the fiscal quarter ended June 18, 2000, from a benefit of $1.5 million for the
comparable period in 1999, and $9.1 million to $7.8 million for the two fiscal
quarters ended June 18, 2000, from a benefit of $1.3 million for the comparable
period in 1999. These increases are primarily due to a non-recurring reversal
of state tax reserves of $2.9 million, net of federal tax, in the fiscal quarter
ended June 20, 1999 and increases in income before provision (benefit) for
income taxes in 2000 compared to the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
We had working capital of $1.5 million and cash of $28.4 million at June 18,
2000. Historically, we have operated with minimal positive working capital or
negative working capital primarily because our receivable collection periods and
inventory turn rates are faster than the normal payment terms on our current
liabilities. In addition, our sales are not typically seasonal, which further
limits our working capital requirements. Our primary sources of liquidity are
cash flows from operations and availability of borrowings under our revolving
credit facility. We expect to fund planned capital expenditures and debt
commitments from these sources.
As of June 18, 2000, we had $705.1 million of long-term debt, of which $13.9
million was classified as a current liability. As of June 18, 2000, there were
no borrowings under our $100 million revolving credit facility and letters of
credit issued under that facility were $6.3 million. The borrowings under the
revolving credit facility are available to fund our working capital
requirements, capital expenditures and other general corporate purposes.
Cash provided by operating activities was $25.8 million and $33.0 million for
the two fiscal quarters ended June 18, 2000 and June 20, 1999, respectively.
The $7.2 million decrease is primarily due to a $9.3 million decrease in
depreciation and amortization, a $6.2 million net change in operating assets and
liabilities, offset in part by an increase in net income of $5.9 million and a
$1.8 million decrease in deferred income taxes.
9
<PAGE>
Cash used in investing activities was $14.8 million and $11.5 million for the
two fiscal quarters ended June 18, 2000 and June 20, 1999, respectively. The
$3.3 million increase is primarily due to a $7.0 million increase in purchases
of property, plant and equipment and franchise stores, including $4.8 million
relating to the purchase of 15 franchise stores, offset in part by a $3.2
million increase in cash provided by proceeds from sales of property, plant and
equipment, including $3.1 million relating to the sale of 8 corporate stores,
and a $1.0 million increase in cash provided by notes receivable repayments.
Cash used in financing activities was $12.8 million and $2.2 million for the two
fiscal quarters ended June 18, 2000 and June 20, 1999, respectively. The $10.6
million increase is primarily due to additional principal payments required
under our term loan agreements as a result of excess cash on hand, as defined.
Based upon the current level of operations and anticipated growth, we believe
that the cash generated from operations and amounts available under the
revolving credit facility will be adequate to meet our anticipated debt service
requirements, capital expenditures and working capital needs for the next
several years. There can be no assurance, however, that our business will
generate sufficient cash flow from operations or that future borrowings will be
available under the senior credit facilities or otherwise to enable us to
service our indebtedness, including the senior credit facilities and the Senior
Subordinated Notes, to redeem or refinance TISM's, our Parent company,
Cumulative Preferred Stock when required or to make anticipated capital
expenditures. Our future operating performance and our ability to service or
refinance the Senior Subordinated Notes and to service, extend or refinance the
senior credit facilities will be subject to future economic conditions and to
financial, business and other factors, many of which are beyond our control.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this filing relating to capital spending levels
and the adequacy of our capital resources are forward-looking. Also statements
that contain words such as "believes," "expects," "anticipates," "intends,"
"estimates" or similar expressions are forward-looking statements. Forward-
looking statements involve risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such forward-
looking statements. Among these risks and uncertainties are competitive
factors, increases in our operating costs, ability to retain our key personnel,
our substantial leverage, ability to implement our growth and cost-saving
strategies, industry trends and general economic conditions, adequacy of
insurance coverage and other factors, all of which are described in the 10-K for
the year ended January 2, 2000 and our other filings with the Securities and
Exchange Commission. We do not undertake to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
10
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
The Company is exposed to market risks primarily from interest rate changes on
our variable rate debt and foreign currency fluctuations relating to
international revenues. Management actively monitors these exposures. As a
policy, the Company does not engage in speculative transactions nor does it hold
or issue financial instruments for trading purposes.
Interest Rate Swaps
-------------------
The Company may enter into interest rate swaps or similar instruments with the
objective of reducing our volatility in borrowing costs. In 1999, we entered
into two interest rate swap agreements to effectively convert the Eurodollar
interest rate component on a portion of our variable rate debt to a fixed rate
of 5.12% through December 2001. As of June 18, 2000, the total notional amount
of these swap agreements was $177.0 million.
Interest Rate Risk
------------------
The Company's variable interest expense is sensitive to changes in the general
level of interest rates. As of June 18, 2000, a portion of the Company's debt
is borrowed at Eurodollar rates plus a blended margin rate of approximately
3.3%. At June 18, 2000, the weighted average interest rate on our $429.9 million
of variable interest debt was approximately 9.9% and the fair value of the debt
approximates its carrying value.
The Company had total interest expense of $34.8 million for the two fiscal
quarters ended June 18, 2000. The estimated increase in interest expense from a
hypothetical 200 basis point adverse change in applicable variable interest
rates would be approximately $2.4 million.
Foreign Currency Forward Contracts
----------------------------------
The Company may enter into forward exchange contracts or similar instruments
with the objective of reducing fluctuations in cash flows associated with
changes in the related foreign currency rates. As of June 18, 2000, we had no
outstanding forward exchange contracts. No significant gains or losses relating
to forward exchange contracts have been recognized during fiscal 2000.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use Of Proceeds
None.
Item 3. Defaults Under Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit
Number Description
------ -----------
10.1 Employment agreement dated as of April 1, 2000 between Domino's
Pizza, Inc. and Elisa D. Garcia C.
10.2 First Amendment to the TISM, Inc. Third Amended and Restated
Stock Option Plan
27 Financial Data Schedule which is submitted electronically to the
Securities and Exchange Commission for information only and not
deemed to be filed with the Commission.
b. Current Reports on Form 8-K
There were no reports filed on Form 8-K during the quarter ended June 18,
2000.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINO'S, INC.
(Registrant)
Date: August 1, 2000 /s/ Harry J. Silverman
--------------------------------
Chief Financial Officer
13
