| | | | | | | | | | | | |
| | Franchise | | | Company-Owned | | | Total Domestic | |
Open Stores at end of prior Quarterly Collection Period | | | 4,859 | | | | 386 | | | | 5,245 | |
Store Openings during Quarterly Collection Period | | | 35 | | | | 1 | | | | 36 | |
Store Transfers during Quarterly Collection Period | | | — | | | | — | | | | — | |
Permanent Store Closures during Quarterly Collection Period | | | (8 | ) | | | — | | | | (8 | ) |
| | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 27 | | | | 1 | | | | 28 | |
Open Stores at end of Quarterly Collection Period | | | 4,886 | | | | 387 | | | | 5,273 | |
International | | | | | | | | | | | | |
| | Franchise | | | Company-Owned | | | Total International | |
Open Stores at end of prior Quarterly Collection Period | | | 7,691 | | | | — | | | | 7,691 | |
Store Openings during Quarterly Collection Period | | | 300 | | | | — | | | | 300 | |
Permanent Store Closures during Quarterly Collection Period | | | (12 | ) | | | — | | | | (12 | ) |
| | | | | | | | | | | | |
Net Change in Open Stores during Quarterly Collection Period | | | 288 | | | | — | | | | 288 | |
Open Stores at end of Quarterly Collection Period | | | 7,979 | | | | — | | | | 7,979 | |
| | Franchise | | | Company-Owned | | | International | |
Same-Store Sales Growth for Quarterly Collection Period | | | 12.9 | % | | | 13.8 | % | | | 6.6 | % |
| | | | | | | | |
| | | | | 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 2015-1 Class A-1 first renewal period | | | No | | | | N/A | |
ii. Series 2015-1 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 2015-1 Class A-1 Notes | | $ | 28,000,000.00 | |
b. Series 2012-1 Class A-2 Notes | | $ | 923,048,437.50 | |
b. Series 2015-1 Class A-2-I Notes | | $ | 496,250,000.00 | |
b. Series 2015-1 Class A-2-II Notes | | $ | 794,000,000.00 | |
c. Senior Subordinated Notes | | $ | — | |
d. Subordinated Notes | | $ | — | |
ii. Reserve Account Balances | | | | |
a. Available Senior Notes Interest Reserve Account Amount(1) | | $ | 26,237,284.75 | |
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 | | $ | 124,462,077.97 | |
b. International Continuing Franchise Fees | | $ | 35,826,853.99 | |
c. Initial Franchise Fees | | $ | — | |
d. Other Franchise Fees | | $ | — | |
e. PULSE Maintenance Fees | | $ | 190,236.49 | |
f. PULSE License Fees | | $ | 465,252.50 | |
g. Technology Fees | | $ | 8,017,573.71 | |
h. Franchisee Insurance Proceeds | | $ | — | |
i. Other Franchisee Payments | | $ | — | |
ii. Company-Owned Stores License Fees | | $ | 5,367,747.77 | |
iii. Third-Party License Fees | | $ | — | |
iv. Product Purchase Payments | | $ | 387,059,807.76 | |
v. Co-Issuers Insurance Proceeds | | $ | — | |
vi. Asset Disposition Proceeds | | $ | — | |
vii. Excluded Amounts | | $ | 4,517,537.89 | |
viii. Other Collections | | $ | 146,909.00 | |
ix. Investment Income | | $ | 67,006.88 | |
x. HoldCo L/C Agreement Fee Income | | $ | 252,299.43 | |
Less: | | | | |
xiii. Excluded Amounts | | $ | 70,662,173.73 | |
a. Advertising Fees | | $ | 66,144,635.84 | |
b. Company-Owned Store Advertising Fees | | $ | — | |
c. Third-Party Matching Expenses | | $ | 4,517,537.89 | |
xiv. Product Purchase Payments | | $ | 387,059,807.76 | |
xiv. Bank Account Expenses | | $ | 22,259.82 | |
Plus: | | | | |
xvi. Aggregate Weekly Distributor Profit Amount | | $ | 27,812,469.08 | |
xvii. Retained Collections Contributions | | $ | — | |
| | | | |
xviii.Total Retained Collections | | $ | 136,441,531.16 | |
| | | | |
3. Adjusted Net Cash Flow for Current Quarterly Payment Date: | | | | |
| |
i. Retained Collections for Quarterly Collection Period | | $ | 136,441,531.16 | |
Less: | | | | |
ii. Servicing Fees, Liquidation Fees and Workout Fees | | $ | 114,253.46 | |
iii. Securitization Entities Operating Expenses paid during Quarterly Collection Period | | $ | — | |
iv. Weekly Manager Fee Amounts paid during Quarterly Collection Period | | $ | 14,413,000.53 | |
v. Manager Advances Reimbursement Amounts | | $ | — | |
vi. PULSE Maintenance Fees | | $ | 190,236.49 | |
vii. Technology Fees | | $ | 8,017,573.71 | |
viii. Administrative Expenses | | $ | 12,500.00 | |
vix. Investment Income | | $ | 67,006.88 | |
vx. Retained Collections Contributions, if applicable, received during Quarterly Collection Period | | $ | — | |
viii. Net Cash Flow for Quarterly Collection Period | | $ | 113,626,960.09 | |
ix. Net Cash Flow for Quarterly Collection Period / Number of Days in Quarterly Collection Period | | $ | 1,352,701.91 | |
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 | | $ | 123,095,873.43 | |
| | | | |
| | | | |
4. Debt Service / Payments to Noteholders for Current Quarterly Payment Date: | | | | |
| |
i. Required Interest on Senior and Senior Subordinated Notes | | | | |
Series 2015-1 Class A-1 Quarterly Interest | | $ | 419,568.21 | |
Series 2012-1 Class A-2 Quarterly Interest | | $ | 12,036,551.63 | |
Series 2015-1 Class A-2-I Quarterly Interest | | $ | 4,322,337.50 | |
Series 2015-1 Class A-2-II Quarterly Interest | | $ | 8,880,890.00 | |
ii. Required Principal on Senior and Senior Subordinated Notes | | | | |
Series 2012-1 Class A-2 Quarterly Scheduled Principal | | $ | 6,398,437.50 | |
Series 2015-1 Class A-2-I Quarterly Scheduled Principal | | $ | 1,250,000.00 | |
Series 2015-1 Class A-2-II Quarterly Scheduled Principal | | $ | 2,000,000.00 | |
iii. Other | | | | |
Series 2015-1 Class A-1 Quarterly Commitment Fees | | $ | 81,740.44 | |
| | | | |
iv. Total Debt Service | | $ | 35,389,525.27 | |
| | | | |
v. Other Payments to Noteholders Relating to Notes | | | | |
Series 2015-1 Class A-1 Quarterly Contingent Additional Interest | | $ | — | |
Series 2012-1 Class A-2 Quarterly Contingent Additional Interest | | $ | — | |
Series 2015-1 Class A-2-I Quarterly Contingent Additional Interest | | $ | — | |
Series 2015-1 Class A-2-II Quarterly Contingent Additional Interest | | $ | — | |
5. Aggregate Weekly Allocations to Distribution Accounts for Current Quarterly Payment Date: | | | | |
| |
i. All available deposits in Series 2015-1 Class A-1 Distribution Account | | $ | 513,808.65 | |
ii. All available deposits in Series 2012-1 Class A-2 Distribution Account | | $ | 18,434,989.13 | |
iii. All available deposits in Series 2015-1 Class A-2-I Distribution Account | | $ | 5,572,337.50 | |
iv. All available deposits in Series 2015-1 Class A-2-II Distribution Account | | $ | 10,880,890.00 | |
| | | | |
v. Total on Deposit in Distribution Accounts | | $ | 35,402,025.28 | |
| | | | |
6. Distributions for Current Quarterly Payment Date: | | | | |
| |
Series 2015-1 Class A-1 Distribution Account | | | | |
i. Payment of interest and fees related to Series 2015-1 Class A-1 Notes | | $ | 513,808.65 | |
ii. Indemnification & Real Estate Disposition Proceeds Payments to reduce commitments under Series 2015-1 Class A-1 Notes | | $ | — | |
iii. Principal payments to Series 2015-1 Class A-1 Notes | | $ | — | |
iv. Payment of Series 2015-1 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 | | $ | 12,036,551.63 | |
ii. Indemnification & Real Estate Disposition Proceeds payments to Series 2012-1 Class A-2 Notes | | $ | — | |
iii. Principal payment to Series 2012-1 Class A-2 Notes | | $ | 6,398,437.50 | |
iv. Make-Whole Premium related to Series 2012-1 Class A-2 Notes | | $ | — | |
Series 2015-1 Class A-2-I Distribution Account | | | | |
i. Payment of interest related to Series 2015-1 Class A-2-I Notes | | $ | 4,322,337.50 | |
ii. Indemnification & Real Estate Disposition Proceeds payments to Series 2015-1 Class A-2-I Notes | | $ | — | |
iii. Principal payment to Series 2015-1 Class A-2-I Notes | | $ | 1,250,000.00 | |
iv. Make-Whole Premium related to Series 2015-1 Class A-2-I Notes | | $ | — | |
Series 2015-1 Class A-2-II Distribution Account | | | | |
i. Payment of interest related to Series 2015-1 Class A-2-II Notes | | $ | 8,880,890.00 | |
ii. Indemnification & Real Estate Disposition Proceeds payments to Series 2015-1 Class A-2-II Notes | | $ | — | |
iii. Principal payment to Series 2015-1 Class A-2-II Notes | | $ | 2,000,000.00 | |
iv. Make-Whole Premium related to Series 2015-1 Class A-2-II Notes | | $ | — | |
| | | | |
Total Allocations from Distribution Accounts | | $ | 35,402,025.28 | |
| | | | |
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 / releases from Available Senior Notes Interest Reserve Account Amount | | $ | 111,755.63 | |
| | | | |
iii. Total Increase (Reduction) of Available Senior Notes Interest Reserve Account Amount | | $ | (111,755.63 | ) |
| | | | |
| |
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 2015-1 Class A-1 Notes | | $ | 78,452,688.00 | |
ii. Series 2012-1 Class A-2 Notes | | $ | 916,650,000.00 | |
ii. Series 2015-1 Class A-2-I Notes | | $ | 495,000,000.00 | |
ii. Series 2012-1 Class A-2-II Notes | | $ | 792,000,000.00 | |
iii. Senior Subordinated Notes | | $ | — | |
iv. Subordinated Notes | | $ | — | |
v. Reserve account balances: | | | | |
a. Available Senior Notes Interest Reserve Account Amount | | $ | 26,125,529.13 | |
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,