| | | | | | | | | | | | |
Debt Service Coverage Ratios and Senior ABS Leverage | | | | | | | | | |
| | | |
| | | | | Senior ABS Leverage | | | Quarterly DSCR | |
Current Period | | | | | | | 5.53 x | | | | 3.90 x | |
| | | | | | | | | | | | |
One Period Prior | | | | | | | 3.83 x | | | | 4.02 x | |
| | | | | | | | | | | | |
Two Periods Prior | | | | | | | 3.92 x | | | | 4.23 x | |
| | | | | | | | | | | | |
Three Periods Prior | | | | | | | 4.21 x | | | | 3.94 x | |
| | | | | | | | | | | | |
| | | |
System Performance | | | | | | | | | | | | |
| | | |
Domestic | | | | | | | | | | | | |
| | | |
| | Franchise | | | Company-Owned | | | Total Domestic | |
Open Stores at end of prior Quarterly Collection Period | | | 4,722 | | | | 376 | | | | 5,098 | |
Store Openings during Quarterly Collection Period | | | 23 | | | | 1 | | | | 24 | |
Store Transfers during Quarterly Collection Period | | | — | | | | — | | | | — | |
Permanent Store Closures during Quarterly Collection Period | | | (10 | ) | | | — | | | | (10 | ) |
| | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 13 | | | | 1 | | | | 14 | |
Open Stores at end of Quarterly Collection Period | | | 4,735 | | | | 377 | | | | 5,112 | |
| | | |
International | | | | | | | | | | | | |
| | | |
| | Franchise | | | Company-Owned | | | Total International | |
Open Stores at end of prior Quarterly Collection Period | | | 6,827 | | | | — | | | | 6,827 | |
Store Openings during Quarterly Collection Period | | | 201 | | | | — | | | | 201 | |
Permanent Store Closures during Quarterly Collection Period | | | (21 | ) | | | — | | | | (21 | ) |
| | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 180 | | | | — | | | | 180 | |
Open Stores at end of Quarterly Collection Period | | | 7,007 | | | | — | | | | 7,007 | |
| | | |
| | Franchise | | | Company-Owned | | | International | |
Same-Store Sales Growth for Quarterly Collection Period | | | 10.4 | % | | | 11.5 | % | | | 7.7 | % |
|
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 | |
| | | | | | | | | | | | |
| | | | | | | | |
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 | | | | | | $ | 1,521,843,750.00 | |
| | | | | | | | |
c. Senior Subordinated Notes | | | | | | $ | — | |
| | | | | | | | |
d. Subordinated Notes | | | | | | $ | — | |
| | | | | | | | |
ii. Reserve Account Balances | | | | | | | | |
a. Available Senior Notes Interest Reserve Account Amount(1) | | | | | | $ | 20,783,992.50 | |
| | | | | | | | |
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 | | | | | | $ | 108,725,340.54 | |
| | | | | | | | |
b. International Continuing Franchise Fees | | | | | | $ | 32,844,729.24 | |
| | | | | | | | |
c. Initial Franchise Fees | | | | | | $ | — | |
| | | | | | | | |
d. Other Franchise Fees | | | | | | $ | — | |
| | | | | | | | |
e. PULSE Maintenance Fees | | | | | | $ | 156,382.29 | |
| | | | | | | | |
f. PULSE License Fees | | | | | | $ | 389,850.00 | |
| | | | | | | | |
g. Technology Fees | | | | | | | 6,327,618.43 | |
| | | | | | | | |
h. Franchisee Insurance Proceeds | | | | | | $ | — | |
| | | | | | | | |
i. Other Franchisee Payments | | | | | | $ | — | |
| | | | | | | | |
ii. Company-Owned Stores License Fees | | | | | | $ | 4,634,273.34 | |
| | | | | | | | |
iii. Third-Party License Fees | | | | | | $ | — | |
| | | | | | | | |
iv. Product Purchase Payments | | | | | | $ | 334,633,690.72 | |
| | | | | | | | |
v. Co-Issuers Insurance Proceeds | | | | | | $ | — | |
| | | | | | | | |
vi. Asset Disposition Proceeds | | | | | | $ | 602.40 | |
| | | | | | | | |
vii. Excluded Amounts | | | | | | $ | 259,212.27 | |
| | | | | | | | |
viii. Other Collections | | | | | | $ | 137,115.00 | |
| | | | | | | | |
ix. Investment Income | | | | | | $ | 11,910.12 | |
| | | | | | | | |
x. HoldCo L/C Agreement Fee Income | | | | | | $ | 346,044.48 | |
| | | | | | | | |
Less: | | | | | | | | |
xiii. Excluded Amounts | | | | | | $ | 58,070,969.99 | |
| | | | | | | | |
a. Advertising Fees | | | | | | $ | 57,811,757.72 | |
| | | | | | | | |
b. Company-Owned Store Advertising Fees | | | | | | $ | — | |
| | | | | | | | |
c. Third-Party Matching Expenses | | | | | | $ | 259,212.27 | |
| | | | | | | | |
xiv. Product Purchase Payments | | | | | | $ | 334,633,690.72 | |
| | | | | | | | |
xiv. Bank Account Expenses | | | | | | $ | 35,662.98 | |
| | | | | | | | |
Plus: | | | | | | | | |
xvi. Aggregate Weekly Distributor Profit Amount | | | | | | $ | 24,059,564.54 | |
| | | | | | | | |
xvii. Retained Collections Contributions | | | | | | $ | — | |
| | | | | | | | |
xviii.Total Retained Collections | | | | | | $ | 119,786,009.68 | |
| | | | | | | | |
3. Adjusted Net Cash Flow for Current Quarterly Payment Date: | | | | | | |
i. Retained Collections for Quarterly Collection Period | | | | $ | 119,786,009.68 | |
| | | | | | | | |
Less: | | | | | | | | |
ii. Servicing Fees, Liquidation Fees and Workout Fees | | | | | | $ | 78,266.94 | |
| | | | | | | | |
iii. Securitization Entities Operating Expenses paid during Quarterly Collection Period | | | | | | $ | 206,603.18 | |
| | | | | | | | |
iv. Weekly Manager Fee Amounts paid during Quarterly Collection Period | | | | | | $ | 13,575,453.28 | |
| | | | | | | | |
v. Manager Advances Reimbursement Amounts | | | | | | $ | — | |
| | | | | | | | |
vi. PULSE Maintenance Fees | | | | | | $ | 156,382.29 | |
| | | | | | | | |
vii. Technology Fees | | | | | | $ | 6,327,618.43 | |
| | | | | | | | |
viii. Administrative Expenses | | | | | | $ | 25,000.00 | |
| | | | | | | | |
vix. Investment Income | | | | | | $ | 11,910.12 | |
| | | | | | | | |
vx. Retained Collections Contributions, if applicable, received during Quarterly Collection Period | | | | $ | — | |
| | | | | | | | |
viii. Net Cash Flow for Quarterly Collection Period | | | | $ | 99,404,775.44 | |
| | | | | | | | |
ix. Net Cash Flow for Quarterly Collection Period / Number of Days in Quarterly Collection Period | | | | $ | 1,183,390.18 | |
| | | | | | | | |
x. Multiplied by 91 if 52 week fiscal year or 92.75 if 53 week fiscal year | | | | | 93 | |
| | | | | | | | |
xi.Adjusted Net Cash Flow for Quarterly Collection Period | | | | $ | 109,759,439.55 | |
| | | | | | | | |
1. Amounts calculated as of the close of business on the last Business Day of the preceding Quarterly Collection Period. | |
| | | | | | | | |
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 | | | | | | $ | 358,346.37 | |
| | | | | | | | |
Series 2012-1 Class A-2 Quarterly Interest | | | | | | $ | 19,844,842.50 | |
| | | | | | | | |
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 | | | | | | $ | 7,875,000.00 | |
| | | | | | | | |
Series 2012-1 Senior Subordinated Scheduled Principal | | | | | | $ | — | |
| | | | | | | | |
iii. Other | | | | | | | | |
Series 2012-1 Class A-1 Quarterly Commitment Fees | | | | | | $ | 70,649.83 | |
| | | | | | | | |
iv. Total Debt Service | | | | | | $ | 28,148,838.70 | |
| | | | | | | | |
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 | | | | | | $ | 463,735.04 | |
| | | | | | | | |
ii. All available deposits in Series 2012-1 Class A-2 Distribution Account | | | | | | $ | 27,719,842.50 | |
| | | | | | | | |
iii. All available deposits in Senior Subordinated Distribution Account | | | | | | $ | — | |
| | | | | | | | |
iv. All available deposits in Subordinated Distribution Account | | | | | | $ | — | |
| | | | | | | | |
v. Total on Deposit in Distribution Accounts | | | | | | $ | 28,183,577.54 | |
| | | | | | | | |
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 | | | | | | $ | 463,735.04 | |
| | | | | | | | |
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 | | | | | | $ | 19,844,842.50 | |
| | | | | | | | |
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 | | | | | | $ | 7,875,000.00 | |
| | | | | | | | |
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 | | | | | | $ | 28,183,577.54 | |
| | | | | | | | |
| | | | | | | | |
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 | | | | | | $ | 2,550.00 | |
| | | | | | | | |
ii. Less draws on / releases from Available Senior Notes Interest Reserve Account Amount | | | | | | $ | — | |
| | | | | | | | |
iii. Total Increase (Reduction) of Available Senior Notes Interest Reserve Account Amount | | | | | | $ | 2,550.00 | |
| | | | | | | | |
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 | | | | $ | — | |
| | | | | | | | |
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 | | | | | | $ | 46,233,622.00 | |
| | | | | | | | |
ii. Series 2012-1 Class A-2 Notes | | | | | | $ | 1,513,968,750.00 | |
| | | | | | | | |
iii. Senior Subordinated Notes | | | | | | $ | — | |
| | | | | | | | |
iv. Subordinated Notes | | | | | | $ | — | |
| | | | | | | | |
v. Reserve account balances: | | | | | | | | |
a. Available Senior Notes Interest Reserve Account Amount | | | | | | $ | 20,786,542.50 | |
| | | | | | | | |
b. Available Senior Subordinate Notes Interest Reserve Account Amount | | | | | | $ | — | |
| | | | | | | | |
c. Available Cash Trap Reserve Account Amount | | | | | | $ | — | |
| | | | | | | | |
Domino’s Pizza LLC as Manager on behalf of the Master Issuer and certain subsidiaries thereto,