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: | | | March 25, 2013 | |
Quarterly Collection Period Ending: | | | June 16, 2013 | |
Quarterly Payment Date: | | | July 25, 2013 | |
Debt Service Coverage Ratios and Senior ABS Leverage
| | | | | | | | |
| | Senior ABS Leverage | | | Quarterly DSCR | |
Current Period | | | 4.61 x | | | | 3.55 x | |
One Period Prior | | | 4.72 x | | | | 3.37 x | |
Two Periods Prior | | | 4.77 x | | | | 3.36 x | |
Three Periods Prior | | | 4.89 x | | | | 3.14 x | |
System Performance
Domestic
| | | | | | | | | | | | |
| | Franchise | | | Company-Owned | | | Total Domestic | |
Open Stores at end of prior Quarterly Collection Period | | | 4,535 | | | | 388 | | | | 4,923 | |
Store Openings during Quarterly Collection Period | | | 19 | | | | 1 | | | | 20 | |
Store Transfers during Quarterly Collection Period | | | (11 | ) | | | — | | | | (11 | ) |
Permanent Store Closures during Quarterly Collection Period | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 8 | | | | 1 | | | | 9 | |
Open Stores at end of Quarterly Collection Period | | | 4,543 | | | | 389 | | | | 4,932 | |
International
| | | | | | | | | | | | |
| | Franchise | | | Company-Owned | | | Total International | |
Open Stores at end of prior Quarterly Collection Period | | | 5,407 | | | | — | | | | 5,407 | |
Store Openings during Quarterly Collection Period | | | 116 | | | | — | | | | 116 | |
Permanent Store Closures during Quarterly Collection Period | | | (15 | ) | | | — | | | | (15 | ) |
| | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 101 | | | | — | | | | 101 | |
Open Stores at end of Quarterly Collection Period | | | 5,508 | | | | — | | | | 5,508 | |
| | | |
| | Franchise | | | Company-Owned | | | International | |
Same-Store Sales Growth for Quarterly Collection Period | | | 6.8 | % | | | 5.7 | % | | | 5.8 | % |
Potential Events
| | | | | | |
| | | | Material Concern | |
i. | | Potential Rapid Amortization Event | | | No | |
ii. | | Potential Manager Termination Event | | | No | |
Cash Trapping
| | | | | | | | | | | | |
| | | | | | | | | Date of | |
| | | | | | Commenced | | | 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
| | | | | | | | | | |
| | | | | | | Date of | |
| | | | Commenced | | | 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
| | | | | | | | | | |
| | | | | | | Date of | |
| | | | Commenced | | | Commencement | |
i. | | Non-Amortization Period | | | No | | | | N/A | |
Extension Periods
| | | | | | | | | | |
| | | | | | | Date of | |
| | | | Commenced | | | Commencement | |
i. | | Series 2012-1 Class A-1 first renewal period | | | No | | | | N/A | |
ii. | | Series 2012-1 Class A-1 second renewal 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: | | | March 25, 2013 | |
Quarterly Collection Period Ending: | | | June 16, 2013 | |
Quarterly Payment Date: | | | July 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 | | $ | 1,545,468,750.00 | |
| | | | c. Senior Subordinated Notes | | $ | — | |
| | | | d. Subordinated Notes | | $ | — | |
| | ii. | | ReserveAccount Balances | | | | |
| | | | a. Available Senior Notes Interest Reserve Account Amount(1) | | $ | 21,181,930.00 | |
| | | | 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 | | $ | 92,974,054.84 | |
| | | | a. Domestic Continuing Franchise Fees | | $ | 25,518,870.53 | |
| | | | b. International Continuing Franchise Fees | | $ | — | |
| | | | c. Initial Franchise Fees | | $ | — | |
| | | | d. Other Franchise Fees | | $ | 1,940,070.44 | |
| | | | e. PULSE Maintenance Fees | | $ | 385,116.70 | |
| | | | f. PULSE License Fees | | | 3,159,818.76 | |
| | | | g. Technology Fees | | $ | — | |
| | | | h. Franchisee Insurance Proceeds | | $ | — | |
| | | | i. Other Franchisee Payments | | | | |
| | ii | | Company-Owned Stores License Fees | | $ | 4,220,626.17 | |
| | iii. | | Third-Party License Fees | | $ | — | |
| | iv. | | Product Purchase Payments | | $ | 287,915,576.74 | |
| | v. | | Co-Issuers Insurance Proceeds | | $ | — | |
| | vi. | | Asset Disposition Proceeds | | $ | — | |
| | vii. | | Excluded Amounts | | $ | 237,052.99 | |
| | viii. | | Other Collections | | $ | 112,687.00 | |
| | ix. | | Investment Income | | $ | 9,342.82 | |
| | x. | | HoldCo L/C Agreement Fee Income Less: | | $ | 341,341.44 | |
| | | | Less: | | | | |
| | xiii. | | Excluded Amounts | | $ | 49,352,049.21 | |
| | | | a. Advertising Fees | | $ | 49,114,996.22 | |
| | | | b. Company-Owned Store Advertising Fees | | $ | — | |
| | | | c. Third-Party Matching Expenses | | $ | 237,052.99 | |
| | xiv. | | Product Purchase Payments | | $ | 287,915,576.74 | |
| | xiv. | | Bank Account Expenses | | $ | 31,320.38 | |
| | | | Plus: | | | | |
| | xvi. | | Aggregate Weekly Distributor Profit Amount | | $ | 27,384,226.41 | |
| | xvii. | | Retained Collections Contributions | | $ | — | |
| | xviii. | | Total Retained Collections | | $ | 106,899,838.51 | |
| | i. | | Manager Advances | | $ | 1,750,000.00 | |
| |
3. | | Adjusted Net Cash Flow for Current Quarterly Payment Date: | |
| | | |
| | i. | | Retained Collections for Quarterly Collection Period Less: | | $ | 106,899,838.51 | |
| | | |
| | | | Less: | | | | |
| | ii. | | Servicing Fees, Liquidation Fees and Workout Fees | | $ | 79,165.21 | |
| | iii. | | Securitization Entities Operating Expenses paid during Quarterly Collection Period | | $ | 40,000.00 | |
| | iv. | | Weekly Manager Fee Amounts paid during Quarterly Collection Period | | $ | 13,158,000.00 | |
| | v. | | Manager Advances Reimbursement Amounts | | $ | 1,752,491.32 | |
| | vi. | | PULSE Maintenance Fees | | $ | 1,940,070.44 | |
| | vii. | | Technology Fees | | $ | 3,159,818.76 | |
| | viii. | | Administrative Expenses | | $ | 25,000.00 | |
| | vix. | | Investment Income | | $ | 9,342.82 | |
| | vx. | | Retained Collections Contributions, if applicable, received during Quarterly Collection Period | | $ | — | |
| | viii. | | Net Cash Flow for Quarterly Collection Period | | $ | 86,735,949.96 | |
| | ix. | | Net Cash Flow for Quarterly Collection Period / Number of Days in Quarterly Collection Period | | $ | 1,032,570.83 | |
| | 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 | | $ | 93,963,945.79 | |
1. | Amounts calculated as of the close of business on the last Business Day of the preceding Quarterly Collection Period. |
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Domino’s SPV Canadian Holding Company Inc.
Domino’s Pizza Distribution LLC
Domino’s IP Holder LLC
Quarterly Noteholders’ Statement
| | | | |
Quarterly Collection Period Starting: | | | March 25, 2013 | |
Quarterly Collection Period Ending: | | | June 16, 2013 | |
Quarterly Payment Date: | | | July 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 | | | | $ | 345,467.86 | |
| | | | Series 2012-1 Class A-2 Quarterly Interest | | | | $ | 20,152,912.50 | |
| | | | 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 | | | | $ | 78,738.15 | |
| | iv. | | Total Debt Service | | | | $ | 26,483,368.51 | |
| | 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 | | $ | 449,206.00 | |
| | ii. | | All available deposits in Series 2012-1 Class A-2 Distribution Account | | $ | 26,059,162.50 | |
| | iii. | | All available deposits in Senior Subordinated Distribution Account | | | | $ | — | |
| | iv. | | All available deposits in Subordinated Distribution Account | | | | $ | — | |
| | v. | | Total on Deposit in Distribution Accounts | | | | $ | 26,508,368.50 | |
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 | | $ | 449,206.00 | |
| | 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 | | | | $ | 20,152,912.50 | |
| | 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 | | | | $ | 26,059,162.50 | |
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 | | $ | 82,867.50 | |
| | iii. | | Total Increase (Reduction) of Available Senior Notes Interest Reserve Account Amount | | $ | (82,867.50 | ) |
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: | | | March 25, 2013 | |
Quarterly Collection Period Ending: | | | June 16, 2013 | |
Quarterly Payment Date: | | | July 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 | | $ | 1,539,562,500.00 | |
| | | | | | | | |
| | iii. | | Senior Subordinated Notes | | $ | — | |
| | | | | | | | |
| | iv. | | Subordinated Notes | | $ | — | |
| | | | | | | | |
| | v. | | Reserve account balances: | | | | |
| | | | a. Available Senior Notes Interest Reserve Account Amount | | $ | 21,099,062.50 | |
| | | | | | | | |
| | | | 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 7/22/2013
Domino’s Pizza LLC as Manager on behalf of the Master Issuer and certain subsidiaries thereto,
by:
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