EXHIBIT 99.1
Domino’s Pizza Master Issuer LLC
Domino’s SPV Canadian Holding Company Inc.
Domino’s Pizza Distribution LLC
Domino’s IP Holder LLC
Quarterly Noteholders’ Statement
| | | | | | | | |
| | Quarterly Collection Period Starting: | | December 31, 2012 | | | | |
| | Quarterly Collection Period Ending: | | March 24, 2013 | | | | |
| | Quarterly Payment Date: | | April 25, 2013 | | | | |
Debt Service Coverage Ratios and Senior ABS Leverage
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Senior ABS Leverage | | | Quarterly DSCR | |
Current Period | | | | | | | 4.72 x | | | | 3.37 x | |
One Period Prior | | | | | | | 4.77 x | | | | 3.36 x | |
Two Periods Prior | | | | | | | 4.89 x | | | | 3.14 x | |
Three Periods Prior | | | | | | | 4.85 x | | | | 3.21 x | |
| | |
System Performance | | | | | | | | | |
| | |
Domestic | | | | | | | | | |
| | | | | |
| | | | | | | Franchise | | | Company-Owned | | | Total Domestic | |
Open Stores at end of prior Quarterly Collection Period | | | 4,540 | | | | 388 | | | | 4,928 | |
Store Openings during Quarterly Collection Period | | | 10 | | | | — | | | | 10 | |
Store Transfers during Quarterly Collection Period | | | — | | | | — | | | | — | |
Permanent Store Closures during Quarterly Collection Period | | | (15 | ) | | | — | | | | (15 | ) |
| | | | | | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 4,535 | | | | 388 | | | | 4,923 | |
Open Stores at end of Quarterly Collection Period | | | | | | | | | | | | |
| | | |
International | | | | | | | | | | | | |
| | | |
| | | Franchise | | | Company-Owned | | | Total International | |
Open Stores at end of prior Quarterly Collection Period | | | 5,327 | | | | — | | | | 5,327 | |
Store Openings during Quarterly Collection Period | | | 85 | | | | — | | | | 85 | |
Permanent Store Closures during Quarterly Collection Period | | | (5 | ) | | | — | | | | (5 | ) |
| | | | | | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 5,407 | | | | — | | | | 5,407 | |
Open Stores at end of Quarterly Collection Period | | | — | | | | — | | | | — | |
| | | |
| | | Franchise | | | Company-Owned | | | International | |
Same-Store Sales Growth for Quarterly Collection Period | | | 6.3 | % | | | 5.0 | % | | | 6.5 | % |
| | | |
Potential Events | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | Material Concern | |
i. | | | | Potential Rapid Amortization Event | | | | | | | | | | | No | |
ii. | | | | Potential Manager Termination Event | | | | | | | | | | | No | |
| | | |
Cash Trapping | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | Commenced | | | Date of
Commencement | |
i. | | a. | | Partial Cash Trapping Period | | | | | | | No | | | | N/A | |
| | b. | | Full Cash Trapping Period | | | | | | | No | | | | N/A | |
ii. | | | | Series 2012-1 Cash Trapping Percentage during Quarterly Collection Period | | | | | | | | | | | N/A | |
iii | | | | Series 2012-1 Cash Trapping Percentage following current Quarterly Payment Date | | | | | | | | | | | N/A | |
iv. | | | | Series 2012-1 Cash Trapping Percentage during prior Quarterly Collection Period | | | | | | | | | | | N/A | |
v. | | | | Series 2012-1 Partial Cash Trapping Release Event | | | | | | | | | | | N/A | |
vi. | | | | Series 2012-1 Full Cash Trapping Release Event | | | | | | | | | | | N/A | |
| | | |
Occurrence Dates | | | | | | | | | | | | |
| | | | | | | | | | Commenced | | | Date of
Commencement | |
i. | | | | Rapid Amortization Event | | | | | | | No | | | | N/A | |
ii. | | | | Default | | | | | | | No | | | | N/A | |
iii. | | | | Event of Default | | | | | | | No | | | | N/A | |
iv. | | | | Manager Termination Event | | | | | | | No | | | | N/A | |
| | | |
Non-Amortization Test | | | | | | | | | | | | |
| | | | | | | | | | Commenced | | | Date of
Commencement | |
i. | | | | Non-Amortization Period | | | | | | | No | | | | N/A | |
| | | |
Extension Periods | | | | | | | | | | | | |
| | | | | | | | | | Commenced | | | Date of
Commencement | |
i. | | | | Series 2012-1 Class A-1 first renewal period | | | | | | | No | | | | N/A | |
ii. | | | | Series 2012-1 Class A-1 first second period | | | | | | | No | | | | N/A | |
Page 1
Domino’s Pizza Master Issuer LLC
Domino’s SPV Canadian Holding Company Inc.
Domino’s Pizza Distribution LLC
Domino’s IP Holder LLC
Quarterly Noteholders’ Statement
| | | | |
| Quarterly Collection Period Starting: | | December 31, 2012 | | |
| Quarterly Collection Period Ending: | | March 24, 2013 | | |
| Quarterly Payment Date: | | April 25, 2013 | | |
Allocation of Funds
| | | | |
1. Outstanding Notes and Reserve Account Balances as of Prior Quarterly Payment Date: | | | | |
i. Outstanding Principal Balances | | | | |
a. Advances Under Series 2012-1 Class A-1 Notes | | $ | — | |
b. Series 2012-1 Class A-2 Notes | | $ | 1,551,375,000.00 | |
c. Senior Subordinated Notes | | $ | — | |
d. Subordinated Notes | | $ | — | |
ii. Reserve Account Balances | | | | |
a. Available Senior Notes Interest Reserve Account Amount(1) | | $ | 21,283,885.00 | |
b. Available Senior Subordinated Notes Interest Reserve Account Amount | | $ | — | |
c. Available Cash Trap Reserve Account Amount(1) | | $ | — | |
2. Retained Collections for Current Quarterly Payment Date: | | | | |
i. Franchisee Payments | | | | |
a. Domestic Continuing Franchise Fees | | $ | 90,399,382.02 | |
b. International Continuing Franchise Fees | | $ | 29,252,227.43 | |
c. Initial Franchise Fees | | $ | — | |
d. Other Franchise Fees | | $ | — | |
e. PULSE Maintenance Fees | | $ | (1,122.00 | ) |
f. PULSE License Fees | | $ | 167,300.00 | |
g. Technology Fees | | | 2,997,634.25 | |
h. Franchisee Insurance Proceeds | | $ | — | |
i. Other Franchisee Payments | | $ | — | |
ii. Company-Owned Stores License Fees | | $ | 4,419,211.06 | |
iii. Third-Party License Fees | | $ | — | |
iv. Product Purchase Payments | | $ | 285,002,706.52 | |
v. Co-Issuers Insurance Proceeds | | $ | — | |
vi. Asset Disposition Proceeds | | $ | — | |
vii. Excluded Amounts | | $ | 2,771,678.13 | |
viii. Other Collections | | $ | 123,549.00 | |
ix. Investment Income | | $ | 12,862.13 | |
x. HoldCo L/C Agreement Fee Income | | $ | 344,696.20 | |
xi. Servicer Advances | | $ | — | |
Less: | | | | |
xi. Excluded Amounts | | $ | 49,774,340.84 | |
a. Advertising Fees | | $ | 47,002,662.71 | |
b. Company-Owned Store Advertising Fees | | $ | — | |
c. Third-Party Matching Expenses | | $ | 2,771,678.13 | |
xii. Product Purchase Payments | | $ | 285,002,706.52 | |
xiii. Bank Account Expenses | | $ | 50,110.09 | |
Plus: | | | | |
xiv. Aggregate Weekly Distributor Profit Amount | | $ | 24,241,198.14 | |
xv. Retained Collections Contributions | | $ | — | |
xvi. Total Retained Collections | | $ | 104,904,165.43 | |
3. Adjusted Net Cash Flow for Current Quarterly Payment Date: | | | | |
i. Retained Collections for Quarterly Collection Period | | $ | 104,904,165.43 | |
Less: | | | | |
ii. Servicing Fees, Liquidation Fees and Workout Fees | | $ | 79,460.52 | |
iii. Securitization Entities Operating Expenses paid during Quarterly Collection Period | | $ | 42,252.25 | |
iv. Weekly Manager Fee Amounts paid during Quarterly Collection Period | | $ | 12,900,000.00 | |
v. Manager Advances Reimbursement Amounts | | $ | 6,210,694.44 | |
vi. PULSE Maintenance Fees | | $ | (1,122.00 | ) |
vii. Technology Fees | | $ | 2,997,634.25 | |
viii. Administrative Expenses | | $ | 25,000.00 | |
vix. Investment Income | | $ | 12,862.13 | |
vx. Retained Collections Contributions, if applicable, received during Quarterly Collection Period | | $ | — | |
viii. Net Cash Flow for Quarterly Collection Period | | $ | 82,637,383.84 | |
ix. Net Cash Flow for Quarterly Collection Period / Number of Days in Quarterly Collection Period | | $ | 983,778.38 | |
x. Multiplied by 91 if 52 week fiscal year or 92.75 if 53 week fiscal year | | | 91 | |
xi. Adjusted Net Cash Flow for Quarterly Collection Period | | $ | 89,523,832.49 | |
| 1. | Amounts calculated as of the close of business on the last Business Day of the preceding Quarterly Collection Period. |
Page 2
Domino’s Pizza Master Issuer LLC
Domino’s SPV Canadian Holding Company Inc.
Domino’s Pizza Distribution LLC
Domino’s IP Holder LLC
Quarterly Noteholders’ Statement
| | | | |
| Quarterly Collection Period Starting: | | December 31, 2012 | | |
| Quarterly Collection Period Ending: | | March 24, 2013 | | |
| Quarterly Payment Date: | | April 25, 2013 | | |
| | | | |
4. Debt Service / Payments to Noteholders for Current Quarterly Payment Date: | | | | |
i. Required Interest on Senior and Senior Subordinated Notes | | | | |
Series 2012-1 Class A-1 Quarterly Interest | | $ | 347,297.14 | |
Series 2012-1 Class A-2 Quarterly Interest | | $ | 20,229,930.00 | |
Series 2012-1 Senior Subordinated Quarterly Interest | | $ | — | |
ii. Required Principal on Senior and Senior Subordinated Notes | | | | |
Series 2012-1 Class A-2 Quarterly Scheduled Principal | | $ | 5,906,250.00 | |
Series 2012-1 Senior Subordinated Scheduled Principal | | $ | — | |
iii. Other | | | | |
Series 2012-1 Class A-1 Quarterly Commitment Fees | | $ | 78,485.84 | |
iv. Total Debt Service | | $ | 26,561,962.98 | |
v. Other Payments to Noteholders Relating to Notes | | | | |
Series 2012-1 Subordinated Quarterly Interest | | $ | — | |
Series 2012-1 Subordinated Quarterly Scheduled Principal | | $ | — | |
Series 2012-1 Class A-1 Quarterly Contingent Additional Interest | | $ | — | |
Series 2012-1 Class A-2 Quarterly Contingent Additional Interest | | $ | — | |
Senior Subordinated Quarterly Contingent Additional Interest | | $ | — | |
Subordinated Quarterly Contingent Additional Interest | | $ | — | |
5. Aggregate Weekly Allocations to Distribution Accounts for Current Quarterly Payment Date: | | | | |
i. All available deposits in Series 2012-1 Class A-1 Distribution Account | | $ | 450,782.98 | |
ii. All available deposits in Series 2012-1 Class A-2 Distribution Account | | $ | 26,136,180.00 | |
iii. All available deposits in Senior Subordinated Distribution Account | | $ | — | |
iv. All available deposits in Subordinated Distribution Account | | $ | — | |
v. Total on Deposit in Distribution Accounts | | $ | 26,586,962.98 | |
6. Distributions for Current Quarterly Payment Date: | | | | |
Series 2012-1 Class A-1 Distribution Account | | | | |
i Payment of interest and fees related to Series 2012-1 Class A-1 Notes | | $ | 450,782.98 | |
ii. Indemnification and Real Estate Disposition Proceeds Payments to reduce commitments under Series 2012-1 Class A-1 Notes | | $ | — | |
iii. Principal payments to Series 2012-1 Class A-1 Notes | | $ | — | |
iv. Payment of Series 2012-1 Class A-1 Notes Breakage Amounts | | $ | — | |
Series 2012-1 Class A-2 Distribution Account | | | | |
i. Payment of interest related to Series 2012-1 Class A-2 Notes | | $ | 20,229,930.00 | |
ii. Indemnification and Real Estate Disposition Proceeds payments to Series 2012-1 Class A-2 Notes | | $ | — | |
iii. Principal payment to Series 2012-1 Class A-2 Notes | | $ | 5,906,250.00 | |
iv. Make-Whole Premium related to Series 2012-1 Class A-2 Notes | | $ | — | |
Senior Subordinated Distribution Account | | | | |
i. Payment of interest related to Senior Subordinated Notes | | $ | — | |
ii. Indemnification and Real Estate Disposition Proceeds payments to Senior Subordinated Notes | | $ | — | |
iii. Principal payment to Senior Subordinated Notes | | $ | — | |
iv. Make-Whole Premium related to Senior Subordinated Notes | | $ | — | |
Subordinated Distribution Account | | | | |
i. Payment of interest related to Subordinated Notes | | $ | — | |
ii. Indemnification and Real Estate Disposition Proceeds payments to Subordinated Notes | | $ | — | |
iii. Principal payment to Subordinated Notes | | $ | — | |
iv. Make-Whole Premium related to Subordinated Notes | | $ | — | |
Total Allocations from Distribution Accounts | | $ | 26,136,180.00 | |
7. Senior Notes Interest Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date: | | | | |
i. Deposits into Senior Notes Interest Reserve Account during Quarterly Collection Period | | $ | — | |
ii. Less draws on Available Senior Notes Interest Reserve Account Amount | | $ | 101,955.00 | |
iii. Total Increase (Reduction) of Available Senior Notes Interest Reserve Account Amount | | $ | (101,955.00 | ) |
8. Senior Subordinated Notes Interest Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date: | | | | |
i. Deposits into Senior Subordinated Notes Interest Reserve Account during Quarterly Collection Period | | $ | — | |
ii. Less draws on Available Senior Subordinated Notes Interest Reserve Account Amount | | $ | — | |
iii. Total Increase (Reduction) of Available Senior Subordinated Notes Interest Reserve Account Amount | | $ | — | |
Page 3
Domino’s Pizza Master Issuer LLC
Domino’s SPV Canadian Holding Company Inc.
Domino’s Pizza Distribution LLC
Domino’s IP Holder LLC
Quarterly Noteholders’ Statement
| | | | |
| Quarterly Collection Period Starting: | | December 31, 2012 | | |
| Quarterly Collection Period Ending: | | March 24, 2013 | | |
| Quarterly Payment Date: | | April 25, 2013 | | |
| | | | |
9. Cash Trap Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date: | | | | |
i. Deposits into Cash Trap Reserve Account during Quarterly Collection Period | | $ | — | |
ii. Less draws on Available Cash Trap Reserve Account Amount | | $ | — | |
iii. Less Cash Trapping Release Amount | | $ | — | |
iv. Total Increase (Reduction) of Available Cash Trap Reserve Account Amount | | $ | — | |
10. Real Estate Disposition Proceeds | | | | |
i. Aggregate Real Estate Disposition Proceeds as of Prior Quarterly Payment Date | | $ | — | |
ii. Aggregate Real Estate Disposition Proceeds as of Current Quarterly Payment Date | | $ | — | |
| |
11. Scheduled Principal Catch-Up Amounts | | | | |
i. Series 2012-1 Class A-2 aggregate Scheduled Principal Catch-Up Amounts as of Prior Quarterly Payment Date | | $ | — | |
ii. Series 2012-1 Class A-2 aggregate Scheduled Principal Catch-Up Amounts as of Current Quarterly Payment Date | | $ | — | |
12. Outstanding Balances as of Current Quarterly Payment Date (after giving effect to payments to be made on such date): | | | | |
i. Series 2012-1 Class A-1 Notes | | $ | — | |
ii. Series 2012-1 Class A-2 Notes | | $ | 1,545,468,750.00 | |
iii. Senior Subordinated Notes | | $ | — | |
iv. Subordinated Notes | | $ | — | |
v. Reserve account balances: | | | | |
a. Available Senior Notes Interest Reserve Account Amount | | $ | 21,181,930.00 | |
b. Available Senior Subordinate Notes Interest Reserve Account Amount | | $ | — | |
c. Available Cash Trap Reserve Account Amount | | $ | — | |
IN WITNESS HEREOF, the undersigned has duly executed and delivered this Quarterly Noteholders’ Statement this 4/30/2013
Domino’s Pizza LLC as Manager on behalf of the Master Issuer and certain subsidiaries thereto,
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