EX-99.1

EX-99.1 11 d51248dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

In the following discussion, “Holdco” refers to Domino’s Pizza, Inc., “Master Issuer” refers to Domino’s Pizza Master Issuer LLC, “DPL” or the “Manager” refers to Domino’s Pizza LLC, and, unless the context otherwise requires, “Domino’s” refers to Domino’s Pizza, Inc. and its subsidiaries on a consolidated basis prior to the consummation of the securitization transaction.

CAPITALIZATION OF HOLDCO

The following table sets forth the cash and cash equivalents and capitalization of Holdco as of June 14, 2015 (i) on an actual basis and (ii) on an as-adjusted basis to give effect to the transactions that occurred on October 21, 2015 in connection with the issuance of the Series 2015-1 Senior Notes on October 21, 2015, including the partial repayment of the Series 2012-1 Senior Notes, as if such transactions occurred as of such date.


	As of June 14, 2015
(dollars in thousands)	Actual		As-Adjusted
	(Unaudited)
Cash and cash equivalents	$	25,891	$	747,768

Debt and capital lease obligations:
2012-1 Class A-1 Notes⁽¹⁾	$	—	$	—
2012-1 Class A-2 Notes⁽²⁾		1,521,844		943,721
2015-1 Class A-1 Notes⁽³⁾		—		—
2015-1 Class A-2 Notes		—		1,300,000
Capital lease obligations		5,554		5,554


Total debt and capital lease obligations	$	1,527,398	$	2,249,275

(1)

Represents amounts outstanding with respect to the 2012-1 Class A-1 Notes, which are variable funding notes that were issued by the Co-Issuers on March 15, 2012. The Series 2012-1 Class A-1 Notes have a maximum outstanding principal amount of $100 million and a final legal maturity of January 2042. Notwithstanding the refinancing transaction, the Series 2012-1 Class A-1 Notes have an expected repayment date of January 2017, with an option for up to two one-year renewals (subject to certain conditions, including a minimum debt service coverage ratio). All amounts outstanding under the 2012-1 Class A-1 Notes will be repaid and the Series 2012-1 Class A-1 Notes will be cancelled on or about October 26, 2015.

(2)

The 2012-1 Class A-2 Notes were issued by the Co-Issuers on March 15, 2012 and have a final legal maturity of January 2042. Notwithstanding the refinancing transaction, the 2012-1 Class A-2 Notes have an expected repayment date of January 2019. Approximately $578.1 million outstanding under the 2012-1 Class A-2 Notes will be repaid (consisting of approximately $551 million for the repayment of the 2012-1 Class A-2 Notes and approximately $27 million in senior notes scheduled principal catch-up amounts for the 2012-1 Notes).

(3)

Represents the 2015-1 Class A-1 Notes, which are variable funding notes that will be issued on the Closing Date. The 2015-1 Class A-1 Notes have a maximum outstanding principal amount of $125 million. The Master Issuer does not anticipate drawing on the 2015-1 Class A-1 Notes on the Closing Date. The Master Issuer expects to have approximately $43.2 million in undrawn letters of credit issued under the 2015-1 Class A-1 Notes on or about the Closing Date.

CAPITALIZATION OF THE MASTER ISSUER

The following table sets forth the cash and cash equivalents and capitalization of the Master Issuer as of June 14, 2015 (i) on an actual basis and (ii) on an as-adjusted basis to give effect to the refinancing transaction, including the partial repayment of the Series 2012-1 Senior Notes, as if such transactions occurred as of such date.


	As of June 14, 2015
(dollars in thousands)	Actual		As Adjusted
	(Unaudited)
Cash and cash equivalents	$	—	$	—

Debt:
2012-1 Class A-1 Notes⁽¹⁾	$	—	$	—
2012-1 Class A-2 Notes⁽²⁾		1,521,844		943,721
2015-1 Class A-1 Notes⁽³⁾		—		—
2015-1 Class A-2 Notes		—		1,300,000
Capital lease obligations		5,554		5,554

Total debt and capital lease obligations	$	1,527,398	$	2,249,275

(1)

Represents amounts outstanding with respect to the 2012-1 Class A-1 Notes, which are variable funding notes that were issued by the Co-Issuers on March 15, 2012. The 2012-1 Class A-1 Notes have a maximum outstanding principal amount of $100 million and a final legal maturity of January 2042. Notwithstanding the refinancing transaction, the 2012-1 Class A-1 Notes have an expected repayment date of January 2017, with an option for up to two one-year renewals (subject to certain conditions, including a minimum debt service coverage ratio). All amounts outstanding under the 2012-1 Class A-1 Notes will be repaid and the 2012-1 Class A-1 Notes will be cancelled on or about October 26, 2015.

(2)

(3)

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA OF HOLDCO

The following tables present certain summary historical consolidated financial information of Holdco.

Set forth below is selected historical consolidated financial information and other data of Holdco at the dates and for the periods indicated. The selected historical financial information and other data as of and for the fiscal years ended January 2, 2011, January 1, 2012 and December 30, 2012, have been derived from Holdco’s audited financial statements. The selected historical financial information and other data as of and for the fiscal years ended December 29, 2013 and December 28, 2014, have been derived from Holdco’s audited consolidated financial statements. The audited consolidated financial statements for each of the fiscal years ended January 2, 2011, January 1, 2012, December 30, 2012, December 29, 2013 and December 28, 2014 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. The selected historical financial information and other data for the trailing thirteen periods ended June 14, 2015 have been derived from Holdco’s audited consolidated financial statements as of December 28, 2014 and Holdco’s unaudited consolidated financial statements as of June 14, 2015 and Holdco’s unaudited consolidated financial statements as of June 15, 2014.

The selected historical consolidated financial information and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes included in Holdco’s annual report on Form 10-K for the fiscal year ended December 28, 2014, which is incorporated by reference herein.


	Fiscal Years Ended
(dollars in thousands)	January 2, 2011		January 1, 2012		December 30, 2012		December 29, 2013		December 28, 2014		Trailing Thirteen Periods June 14, 2015
Income Statement Data:
Revenues
Domestic Company-Owned Stores	$	345,636	$	336,349	$	323,652	$	337,414	$	348,497	$	368,395
Domestic Franchise		173,345		187,007		195,000		212,369		230,192		247,334

Domestic Stores		518,981		523,356		518,652		549,783		578,689		615,729
Supply Chain		960,724		1,021,000		1,039,830		1,118,873		1,262,523		1,307,820
International Franchise		91,189		107,837		119,957		133,567		152,621		156,618

Total Revenues		1,570,894		1,652,193		1,678,439		1,802,223		1,993,833		2,080,167

Cost of Sales		1,132,305		1,181,677		1,177,101		1,253,249		1,399,067		1,447,350

Operating Margin	$	438,589	$	470,516	$	501,338	$	548,974	$	594,766	$	632,817


Other Financial Data:
Holdco EBITDA (1)	$	259,563	$	283,187	$	305,502	$	339,594	$	381,149	$	404,046
Holdco Adjusted EBITDA (1)	$	265,527	$	295,020	$	323,915	$	361,948	$	397,629	$	421,637
Holdco Adjusted EBITDAR (1)	$	306,612	$	334,675	$	363,570	$	402,153	$	440,610	$	465,355
Depreciation and Amortization	$	24,052	$	24,042	$	23,171	$	25,783	$	35,788	$	37,739

Cash Flow Data:
Net Cash Provided by Operating Activities	$	128,325	$	153,073	$	176,320	$	193,989	$	192,339	$	235,143
Capital Expenditures		25,421		24,349		29,267		40,387		70,093		71,383

Holdco Free Cash Flow (2)	$	102,904	$	128,724	$	147,053	$	153,602	$	122,246	$	163,760


	Fiscal Years Ended
(dollars in thousands)	January 2, 2011		January 1, 2012		December 30, 2012		December 29, 2013			December 28, 2014		As of June 14, 2015
Balance Sheets Data:
Cash and Cash Equivalents (3)	$	47,945	$	50,292	$	54,813	$	14,383		$	30,855	$	25,891
Working Capital (3)	$	33,382	$	37,056	$	16,754	$	(28,524	)	$	41,799	$	38,471
Property, Plant and Equipment, Net	$	97,384	$	92,400	$	91,445	$	97,584		$	114,046	$	117,196
Total Assets	$	460,837	$	480,543	$	478,197	$	525,255		$	619,280	$	597,901
Long-term Debt (4)	$	1,452,156	$	1,451,273	$	1,560,792	$	1,536,443		$	1,524,111	$	1,527,398
Total Liabilities	$	1,671,488	$	1,690,282	$	1,813,720	$	1,815,457		$	1,838,745	$	1,574,343

(1)	Holdco EBITDA, Holdco Adjusted EBITDA and Holdco Adjusted EBITDAR are non-GAAP financial measures. The following table sets forth a reconciliation of Holdco EBITDA, Holdco Adjusted EBITDA and Holdco Adjusted EBITDAR to net income.

(2)	Holdco Free Cash Flow is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” for more information regarding Free Cash Flow.

(3)	Excludes restricted cash.

(4)	Includes current portion.


	Fiscal Years Ended
(dollars in thousands)	January 2, 2011			January 1, 2012			December 30, 2012		December 29, 2013		December 28, 2014			Trailing Thirteen Periods June 14, 2015
Reconciliations:
Net income	$	87,917		$	105,361		$	112,392	$	142,985	$	162,587		$	175,849
Interest expense, net		96,566			91,339			101,144		88,712		86,738			85,643
Provision for income taxes		51,028			62,445			68,795		82,114		96,036			104,815
Depreciation and amortization		24,052			24,042			23,171		25,783		35,788			37,739

Holdco EBITDA	$	259,563		$	283,187		$	305,502	$	339,594	$	381,149		$	404,046


Adjustments:
Non-cash compensation expense		13,370			13,954			17,621		21,987		17,587			17,283
Loss (gain) on disposal of assets		403			(2,436	)		540		367		(1,107	)		308
Loss (gain) on debt retirement		(7,809	)		—			—		—		—			—
Other adjustments (1)		—			315			—		—		—			—

Holdco Adjusted EBITDA	$	265,527		$	295,020		$	323,915	$	361,948	$	397,629		$	421,637


Rent Expense		41,085			39,655			39,655		40,205		42,981			43,718

Holdco Adjusted EBITDAR	$	306,612		$	334,675		$	363,570	$	402,153	$	440,610		$	465,355

(1)	Amount includes expenses incurred related to the 2012 recapitalization and expenses related to the sale of company-owned operations.