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 23, 2015 |
Quarterly Collection Period Ending: | | June 14, 2015 |
Quarterly Payment Date: | | July 27, 2015 |
Debt Service Coverage Ratios and Senior ABS Leverage | |
| | | | | | | | | | | | | | | | | | |
| | | Senior ABS Leverage | | | Quarterly DSCR | |
| Current Period | | | | 3.83 | x | | | 4.02 | x |
| One Period Prior | | | | 3.92 | x | | | 4.23 | x |
| Two Periods Prior | | | | 4.21 | x | | | 3.94 | x |
| Three Periods Prior | | | | 4.36 | x | | | 3.70 | x |
| |
System Performance | |
| |
| Domestic | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Franchise | | | Company-Owned | | | Total Domestic | |
| Open Stores at end of prior Quarterly Collection Period | | | 4,705 | | | | 379 | | | | 5,084 | |
| Store Openings during Quarterly Collection Period | | | 22 | | | | - | | | | 22 | |
| Store Transfers during Quarterly Collection Period | | | 2 | | | | (2 | ) | | | — | |
| Permanent Store Closures during Quarterly Collection Period | | | (7 | ) | | | (1 | ) | | | (8 | ) |
| Net Change in Open Stores during Quarterly Collection Period | | | 17 | | | | (3 | ) | | | 14 | |
| | | | | | | | | | | | | | | | | | |
| Open Stores at end of Quarterly Collection Period | | | 4,722 | | | | 376 | | | | 5,098 | |
| | | | | | | | | | | | |
| International | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Franchise | | | Company-Owned | | | Total International | |
| Open Stores at end of prior Quarterly Collection Period | | | 6,655 | | | | — | | | | 6,655 | |
| Store Openings during Quarterly Collection Period | | | 178 | | | | — | | | | 178 | |
| Permanent Store Closures during Quarterly Collection Period | | | (6 | ) | | | — | | | | (6 | ) |
| Net Change in Open Stores during Quarterly Collection Period | | | 172 | | | | — | | | | 172 | |
| | | | | | | | | | | | | | | | | | |
| Open Stores at end of Quarterly Collection Period | | | 6,827 | | | | — | | | | 6,827 | |
| | | | | | | | | | | | |
| | Franchise | | | Company-Owned | | | International | |
| Same-Store Sales Growth for Quarterly Collection Period | | | 12.8 | % | | | 12.5 | % | | | 6.7 | % |
| | | | | | | | | | | | | | | | | | |
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 | | Yes | | April 27, 2015 |
|
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 |
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 23, 2015 |
Quarterly Collection Period Ending: | | June 14, 2015 |
Quarterly Payment Date: | | July 27, 2015 |
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 | | $ | 112,559,713.96 | |
| | b. International Continuing Franchise Fees | | $ | 32,943,000.53 | |
| | c. Initial Franchise Fees | | $ | — | |
| | d. Other Franchise Fees | | $ | — | |
| | e. PULSE Maintenance Fees | | $ | 142,826.01 | |
| | f. PULSE License Fees | | $ | 536,370.00 | |
| | g. Technology Fees | | | 5,771,813.28 | |
| | h. Franchisee Insurance Proceeds | | $ | — | |
| | i. Other Franchisee Payments | | $ | — | |
| ii. Company-Owned Stores License Fees | | $ | 4,741,100.94 | |
| iii. Third-Party License Fees | | $ | — | |
| iv. Product Purchase Payments | | $ | 342,970,448.39 | |
| v. Co-Issuers Insurance Proceeds | | $ | — | |
| vi. Asset Disposition Proceeds | | $ | — | |
| vii. Excluded Amounts | | $ | 228,676.77 | |
| viii. Other Collections | | $ | 126,776.00 | |
| ix. Investment Income | | $ | 8,783.28 | |
| x. HoldCo L/C Agreement Fee Income | | $ | 103,892.40 | |
| | Less: | | | | | | | | | | |
| xiii. Excluded Amounts | | $ | 60,117,239.83 | |
| | a. Advertising Fees | | $ | 59,888,563.06 | |
| | b. Company-Owned Store Advertising Fees | | $ | — | |
| | c. Third-Party Matching Expenses | | $ | 228,676.77 | |
| xiv. Product Purchase Payments | | $ | 342,970,448.39 | |
| xiv. Bank Account Expenses | | $ | 24,537.86 | |
| | Plus: | | | | |
| xvi. Aggregate Weekly Distributor Profit Amount | | $ | 24,456,995.83 | |
| xvii. Retained Collections Contributions | | $ | — | |
| xviii. Total Retained Collections | | $ | 121,478,171.31 | |
3. Adjusted Net Cash Flow for Current Quarterly Payment Date: | |
| i. Retained Collections for Quarterly Collection Period | | $ | 121,478,171.31 | |
| | Less: | | | | |
| ii. Servicing Fees, Liquidation Fees and Workout Fees | | $ | 78,296.94 | |
| iii. Securitization Entities Operating Expenses paid during Quarterly Collection Period | | $ | 82,500.00 | |
| iv. Weekly Manager Fee Amounts paid during Quarterly Collection Period | | $ | 13,575,453.28 | |
| v. Manager Advances Reimbursement Amounts | | $ | — | |
| vi. PULSE Maintenance Fees | | $ | 142,826.01 | |
| vii. Technology Fees | | $ | 5,771,813.28 | |
| viii. Administrative Expenses | | $ | 25,000.00 | |
| vix. Investment Income | | $ | 8,783.28 | |
| vx. Retained Collections Contributions, if applicable, received during Quarterly Collection Period | | $ | — | |
| viii. Net Cash Flow for Quarterly Collection Period | | $ | 101,793,498.52 | |
| ix. Net Cash Flow for Quarterly Collection Period / Number of Days in Quarterly Collection Period | | $ | 1,211,827.36 | |
| x. Multiplied by 91 if 52 week fiscal year or 92.75 if 53 week fiscal year | | | 92.75 | |
| xi. Adjusted Net Cash Flow for Quarterly Collection Period | | $ | 112,396,987.95 | |
1. Amounts calculated as of the close of business on the last Business Day of the preceding Quarterly Collection Period. | |
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 23, 2015 |
Quarterly Collection Period Ending: | | June 14, 2015 |
Quarterly Payment Date: | | July 27, 2015 |
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 | | $ | 169,572.02 | |
| | | | 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 | | $ | 70,874.36 | |
| iv. Total Debt Service | | $ | 27,960,288.88 | |
| 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 | | $ | 265,446.38 | |
| ii. All available deposits in Series 2012-1 Class A-2 Distribution Account | | $ | 19,844,842.50 | |
| iii. All available deposits in Senior Subordinated Distribution Account | | $ | — | |
| iv. All available deposits in Subordinated Distribution Account | | $ | — | |
| v. Total on Deposit in Distribution Accounts | | $ | 20,110,288.88 | |
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 | | $ | 265,446.38 | |
| 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 | | $ | — | |
| 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 | | $ | 20,110,288.88 | |
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 23, 2015 |
Quarterly Collection Period Ending: | | June 14, 2015 |
Quarterly Payment Date: | | July 27, 2015 |
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 | | $ | 7,875,000.00 | |
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 | | $ | 43,495,014.00 | |
| ii. Series 2012-1 Class A-2 Notes | | $ | 1,521,843,750.00 | |
| 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 | | $ | — | |
IN WITNESS HEREOF, the undersigned has duly executed and delivered this Quarterly Noteholders' Statement this July 22, 2015. |
| | | | | | | | | | |
Domino's Pizza LLC as Manager on behalf of the Master Issuer and certain subsidiaries thereto, | | |
| | | | | | | | | | |
| by: | | | | | |
| | Jeffrey D. Lawrence - Treasurer | | | | |
