2 0 1 5
ANNUAL
REPORT
Dear Shareholders,
The year 2015 clearly demonstrated the strength and
sustainability of our asset-light, franchised business
model. Despite some negative headwinds, we met or
exceeded our financial performance targets, including
delivering nearly 10 percent adjusted operating income
growth and 11 percent adjusted earnings per share
growth, and, importantly, both our U.S. businesses
showed growth in franchisee store-level profits.
We had several other significant
accomplishments in 2015, including:
• Growing the Dunkin’ Donuts U.S. restaurant
footprint at greater than five percent;
• Continuing to develop a very successful Dunkin’
Donuts business in the western part of the U.S.;
• Launching Dunkin’ Donuts K-Cup® pods into
thousands of retail and online outlets nationwide;
• Growing the Dunkin’ Donuts Perks Rewards program
to greater than 4.3 million members in its second year
and launching mobile ordering and delivery tests;
• Continuing the remarkable turnaround of the
Baskin-Robbins brand in the U.S.;
• Completing a successful debt refinancing at an
attractive fixed interest rate;
• Returning more than $725 million to our shareholders,
thereby underscoring the fact that our asset-light
franchised business model is resilient to fluctuations
in comparable store sales growth and should allow us
to grow our earnings in the future as we develop both
our restaurant and CPG businesses.
It’s clear that America still
very much runs on Dunkin’.
Time and again, Dunkin’ Donuts is recognized as a
top-rated consumer brand underscoring the fact that
our business model of offering great beverages and
baked goods at a good value in a fast, friendly
environment still has strong appeal.
In fact, for the tenth consecutive year, Dunkin’ Donuts
was recognized in early 2016 by the Brand Keys
Customer Loyalty Index® as a top brand for consumer
engagement in the out-of-home coffee category.
Dunkin’ Donuts also led the packaged coffee category
in customer loyalty for the fourth year in a row.
There is no doubt about it: Dunkin’ Donuts is a
powerhouse coffee brand, and the power of our brand
increased even more with the 2015 launch of Dunkin’
Donuts K-Cup® pods into thousands of retail and online
outlets nationwide. From the launch in May to the end of
the year, approximately 150 million Dunkin’ K-Cup pods
were sold to consumers according to IRI data. And
although a newcomer to the category, Dunkin’ Original
Blend was the #1 item in the grocery K-Cup category in
December 2015, and through early 2016, the Dunkin’
brand accounted for six of the top 45 K-Cup SKUs sold
in grocery stores.
By increasing the number of channels selling Dunkin’
K-Cups, we dramatically increased our TOTAL coffee
sales. As a matter of fact we sold 360 million more cups
of coffee to consumers in the U.S. in 2015 than we did in
2014. So more Americans are drinking Dunkin’ Donuts
coffee than ever before and THAT drives brand relevance.
DUNKIN’ DONUTS
U.S. STRATEGIC PLAN
Despite this success, we were disappointed with the
Dunkin’ Donuts U.S. comparable store sales performance
particularly in the second half of 2015.
In response to this, we spent countless hours doing deep
dives into our customer analytics, and based on those
findings, developed a 5-part strategic plan, which we
believe will return our brand to the type of comparable
store sales growth we know we are capable of delivering.
We then spent time out on the road in late 2015,
previewing this plan with our franchisees to gain their
alignment and commitment in order to ensure the
long-term sustainability of the plan.
As we discussed with our franchisees, Dunkin’ Donuts is
a brand that operates in between the high- and low-end
of the fast food marketplace. And although operating in
the middle can sometimes be a difficult place to be, it is
also a position that offers us tremendous opportunity
because it means that Dunkin’ Donuts is a brand that is
accessible to all demographics and income levels.
To take advantage of our unique position,
we are focusing on five main strategies:
FIRST, we will significantly increase our focus on further
building a coffee culture at Dunkin’ by more aggressively
pursuing coffee innovation. We will particularly focus on
capitalizing on our Iced Coffee leadership and on
introducing more premium espresso-based offerings like
our current Macchiato line of products. Espresso-based
beverages were one of our fastest growing categories in
2015, which speaks to the fact that in addition to the
popularity of our drip coffee products there is huge
opportunity for us with premium coffee offerings.
SECOND, we are improving our innovation process
and are focused both on enhancing the product quality
of our core offerings and accelerating our ability to take
new products to market. The Sweet Black Pepper Bacon
Breakfast Sandwich and the Macchiato are examples of
the successful types of products that have recently
come out of our innovation pipeline, and there will more
of these going forward.
Premium Espresso-based Beverages
Sweet Black Pepper Bacon Breakfast Sandwich
THIRD, we are implementing targeted value and smart
pricing. Our guests have plenty of options from which to
get their morning coffee and afternoon pick-me-up. In
such a tough competitive environment, guests are letting
us know that the price/value equation needs to work for
them. As a result, we are working with our franchisees to
make smarter decisions around pricing, and to selectively
offer low-priced value promotions, which, when done
correctly, drive restaurant traffic and deliver strong
attachment sales.
FOURTH, we will drive results by being a leader in
the use of digital technology. Already a leader in the
QSR space in the use of digital technology, we took that
commitment to a new level in 2015, as evidenced by the
launch of our mobile ordering and delivery tests. Also
for the year we had more than 16 million downloads of
the Dunkin’ Donuts app, and Perks, our best-in-class
loyalty program, grew to include 4.3 million members in
only its second year of existence. Our use of technology
is not only making our restaurants more accessible to
customers and fostering guest loyalty, it is also providing
us with rich customer behavior data that is a major
competitive advantage to us.
FIFTH, we will continue to improve the restaurant
experience by focusing on the basics, such as order
accuracy and friendly service. We will also continue
to play up our competitive advantages, including the
fact that all our beverages and sandwiches can be
customized, our unparalleled speed of service, our
all-day menu offerings and the fact that our drip coffee
is made fresh every 18 minutes. We will also continue to
evolve the look of our restaurants.
It will take some time to see results from this 5-part plan,
but we’re confident in the work we’re doing to turn things
around; we’re confident in our strategic growth plan; and
we’re confident in the power of the Dunkin’ Donuts brand.
430 net new
Dunkin’ Donuts units*
3rd consecutive year of
5% plus store growth rate
Long-term goal of 17,000+
Dunkin’ Donuts in U.S.
*Excluding the closing of 81 Speedway self-serve coffee stations.
BASKIN-ROBBINS U.S.
In 2015 Baskin-Robbins U.S. comparable store sales grew
6.1 percent, which was truly remarkable. It marked the
third straight year of comparable stores sales growth and
positive net store development for the brand in the U.S.
Following the launch of online cake ordering in 2014, cake
sales had another phenomenal year with the category up
five percent in 2015 and growth coming equally from
in-store and online orders. We continue to be very
pleased with the turnaround of Baskin-Robbins U.S.
6.1% Baskin-Robbins U.S
comparable store sales growth
19 net new Baskin-Robbins in the U.S.
DUNKIN’ DONUTS & BASKIN-ROBBINS
INTERNATIONAL
We continue to make real progress with our work to set
our international business up for significant long-term
growth. In 2015, we streamlined the reporting structure of
our international business, and focused the international
team on key growth areas. Additionally, we signed several
significant development agreements, including Dunkin’
Donuts agreements in Mexico, Switzerland, Poland and
China, and, in early 2016 we signed a development
agreement for Baskin-Robbins in South Africa.
Added 127 net new International
Baskin-Robbins and Dunkin’ Donuts
locations outside the U.S. in 2015
Last year was one of significant achievements, insights
and progress for Dunkin’ Brands. I would like to thank
our franchisees, licensees, suppliers, crew members and
corporate employees for all they have contributed to
our success, and thank you for your investment in
Dunkin’ Brands.
We look forward to continuing to drive value to you,
our shareholders.
Nigel Travis
Chairman and CEO
Dunkin’ Brands Group, Inc.
Dunkin’ Brands Chairman & CEO Nigel Travis attends a
ribbon cutting ceremony for the grand opening of
Dunkin’ Donuts in the Pinnacle Plaza in Beijing, China.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the year ended December 26, 2015
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 001-35258
____________________________
DUNKIN’ BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
20-4145825
(I.R.S. Employer
Identification No.)
130 Royall Street
Canton, Massachusetts 02021
(Address of principal executive offices) (zip code)
(781) 737-3000
(Registrants’ telephone number, including area code)
____________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.001 par value per share
Name of each exchange on which registered
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: NONE
____________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of Dunkin’ Brands Group, Inc. computed by reference to
the closing price of the registrant’s common stock on the NASDAQ Global Select Market as of June 27, 2015, was approximately $5.27 billion.
As of February 16, 2016, 91,667,379 shares of common stock of the registrant were outstanding.
____________________________
Portions of the registrant’s definitive Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference in
Part III, Items 10-14 of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
DUNKIN’ BRANDS GROUP, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Part I.
Part II.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Part III.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Exhibits, Financial Statement Schedules
Part IV.
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Forward-Looking Statements
This report on Form 10-K, as well as other written reports and oral statements that we make from time to time, includes
statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events
or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally these
statements can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,”
“forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should” or “would” and similar expressions intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-
looking statements include all matters that are not historical facts.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Our actual results and the timing of certain events could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to,
those set forth under “Risk Factors” and elsewhere in this report and in our other public filings with the Securities and
Exchange Commission, or SEC.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you
that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial
condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or
suggested by the forward-looking statements contained in this report. In addition, even if our results of operations, financial
condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking
statements contained in this report, those results or developments may not be indicative of results or developments in
subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. We undertake no obligation to update any forward-looking statements or to publicly announce
the results of any revisions to any of those statements to reflect future events or developments.
Item 1. Business.
Our Company
PART I
We are one of the world’s leading franchisors of quick service restaurants (“QSRs”) serving hot and cold coffee and baked
goods, as well as hard serve ice cream. We franchise restaurants under our Dunkin’ Donuts and Baskin-Robbins brands. With
over 19,000 points of distribution in more than 60 countries worldwide, we believe that our portfolio has strong brand
awareness in our key markets.
We believe that our nearly 100% franchised business model offers strategic and financial benefits. For example, because we do
not own or operate a significant number of restaurants, our Company is able to focus on menu innovation, marketing,
franchisee coaching and support, and other initiatives to drive the overall success of our brand. Financially, our franchised
model allows us to grow our points of distribution and brand recognition with limited capital investment by us.
We operate our business in four segments: Dunkin’ Donuts U.S., Dunkin’ Donuts International, Baskin-Robbins International
and Baskin-Robbins U.S. In 2015, our Dunkin’ Donuts segments generated revenues of $614.0 million, or 79% of our total
segment revenues, of which $591.1 million was in the U.S. segment and $23.0 million was in the international segment. In
2015, our Baskin-Robbins segments generated revenues of $164.2 million, of which $119.0 million was in the international
segment and $45.2 million was in the U.S. segment. As of December 26, 2015, there were 11,750 Dunkin’ Donuts points of
distribution, of which 8,431 were in the U.S. and 3,319 were international, and 7,607 Baskin-Robbins points of distribution, of
which 5,104 were international and 2,503 were in the U.S. See note 12 to our consolidated financial statements included herein
for segment information.
We generate revenue from five primary sources: (i) royalty income and fees associated with franchised restaurants; (ii) rental
income from restaurant properties that we lease or sublease to franchisees; (iii) sales of ice cream and other products to
franchisees in certain international markets; (iv) retail store revenue at our company-operated restaurants, and (v) other income
including fees for the licensing of the Dunkin’ Donuts brand for products sold in non-franchised outlets (such as retail packaged
coffee and Dunkin’ K-Cup® pods), the licensing of the rights to manufacture Baskin-Robbins ice cream products to a third
party for sale to U.S. franchisees, refranchising gains, transfer fees from franchisees, and online training fees.
Our history
Both of our brands have a rich heritage dating back to the 1940s, when Bill Rosenberg founded his first restaurant,
subsequently renamed Dunkin’ Donuts, and Burt Baskin and Irv Robbins each founded a chain of ice cream shops that
eventually combined to form Baskin-Robbins. Baskin-Robbins and Dunkin’ Donuts were individually acquired by Allied
Domecq PLC in 1973 and 1989, respectively. The brands were organized under the Allied Domecq Quick Service Restaurants
subsidiary, which was renamed Dunkin’ Brands, Inc. in 2004. Allied Domecq was acquired in July 2005 by Pernod Ricard S.A.
In March of 2006, we were acquired by investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and
Thomas H. Lee Partners, L.P. through a holding company that was incorporated in Delaware on November 22, 2005, and was
later renamed Dunkin’ Brands Group, Inc. In July 2011, we completed our initial public offering (the “IPO”). Upon the
completion of the IPO, our common stock became listed on the NASDAQ Global Select Market under the symbol “DNKN.”
Our brands
Dunkin’ Donuts-U.S.
Dunkin’ Donuts is a leading U.S. QSR concept, and is a QSR market leader in donut and bagel categories for servings. Dunkin’
Donuts is also a national QSR leader for breakfast sandwich servings. Since the late 1980s, Dunkin’ Donuts has transformed
itself into a coffee and beverage-based concept, and is the national QSR leader in servings in the hot regular/decaf/flavored
coffee category and the iced regular/decaf/flavored coffee category, with sales of over 1.7 billion servings of total hot and iced
coffee annually. From the fiscal year ended August 31, 2005 to the fiscal year ended December 26, 2015, Dunkin’ Donuts U.S.
systemwide sales have grown at a 6.8% compound annual growth rate. Total U.S. Dunkin’ Donuts points of distribution grew
from 4,815 at August 31, 2005 to 8,431 as of December 26, 2015. Approximately 86% of these points of distribution are
traditional restaurants consisting of end-cap, in-line and stand-alone restaurants, many with drive-thrus, and gas and
convenience locations. In addition, we have alternative points of distribution (“APODs”), such as full- or self-service kiosks in
offices, hospitals, colleges, airports, grocery stores, and other smaller-footprint properties. We believe that Dunkin’ Donuts
continues to have significant growth potential in the U.S. given its strong brand awareness and variety of restaurant formats.
For fiscal year 2015, the Dunkin’ Donuts franchise system generated U.S. franchisee-reported sales of $7.6 billion, which
accounted for approximately 75% of our global franchisee-reported sales, and had 8,431 U.S. points of distribution (with more
than 50% of our restaurants having drive-thrus) at period end.
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Baskin-Robbins-U.S.
Baskin-Robbins is one of the leading QSR chains in the U.S. for servings of hard-serve ice cream and develops and sells a full
range of frozen ice cream treats such as cones, cakes, sundaes and frozen beverages. Baskin-Robbins enjoys 89% aided brand
awareness in the U.S., and we believe the brand is known for its innovative flavors, popular “Birthday Club” program and ice
cream flavor library of over 1,300 different offerings. Additionally, our Baskin-Robbins U.S. segment has experienced
comparable store sales growth in each of the last five fiscal years. We believe we can capitalize on the brand’s strengths and
continue generating renewed excitement for the brand. Baskin-Robbins’ “31 flavors,” offering consumers a different flavor for
each day of the month, is recognized by ice cream consumers nationwide. For fiscal year 2015, the Baskin-Robbins franchise
system generated U.S. franchisee-reported sales of approximately $582 million, which accounted for approximately 6% of our
global franchisee-reported sales. Total U.S. Baskin-Robbins points of distribution declined from 2,780 at August 31, 2005 to
2,503 as of December 26, 2015.
International operations
Our international business is primarily conducted via joint ventures and country or territorial license arrangements with “master
franchisees,” who both operate and sub-franchise the brand within their licensed areas. Increasingly, in certain high potential
markets, we are migrating to a model with multiple franchisees in one country, including markets in the United Kingdom,
Germany, China, and Mexico. Our international franchise system, predominantly located across Asia and the Middle East,
generated franchisee-reported sales of $2.0 billion for fiscal year 2015, which represented approximately 19% of Dunkin’
Brands’ global franchisee-reported sales. Dunkin’ Donuts had 3,319 restaurants in 42 countries (excluding the U.S.),
representing $678 million of international franchisee-reported sales for fiscal year 2015, and Baskin-Robbins had 5,104
restaurants in 47 countries (excluding the U.S.), representing approximately $1.3 billion of international franchisee-reported
sales for the same period. From August 31, 2005 to December 26, 2015, total international Dunkin’ Donuts points of
distribution grew from 1,775 to 3,319, and total international Baskin-Robbins points of distribution grew from 2,856 to 5,104.
We believe that we have opportunities to continue to grow our Dunkin’ Donuts and Baskin-Robbins concepts internationally in
new and existing markets through brand and menu differentiation.
Overview of franchising
Franchising is a business arrangement whereby a service organization, the franchisor, grants an operator, the franchisee, a
license to sell the franchisor’s products and services and use its system and trademarks in a given area, with or without
exclusivity. In the context of the restaurant industry, a franchisee pays the franchisor for its concept, strategy, marketing,
operating system, training, purchasing power, and brand recognition. Franchisees are solely responsible for the day-to-day
operations in each franchised restaurant, including but not limited to all labor and employment decisions, such as hiring,
promoting, discharging, scheduling, and setting wages, benefits and all other terms of employment with respect to their
employees.
Franchisee relationships
We seek to maximize the alignment of our interests with those of our franchisees. For instance, we do not derive additional
income through serving as the supplier to our domestic franchisees. In addition, because the ability to execute our strategy is
dependent upon the strength of our relationships with our franchisees, we maintain a multi-tiered advisory council system to
foster an active dialogue with franchisees. The advisory council system provides feedback and input on all major brand
initiatives and is a source of timely information on evolving consumer preferences, which assists new product introductions and
advertising campaigns.
Unlike certain other QSR franchise systems, we generally do not guarantee our franchisees’ financing obligations. From time to
time, at our discretion, we may offer voluntary financing to existing franchisees for specific programs such as the purchase of
specialized equipment. As of December 26, 2015, if all of our outstanding guarantees of third party franchisee financing
obligations came due, we would be liable for $2.0 million. We intend to continue our past practice of limiting our guarantee of
financing for franchisees.
Franchise agreement terms
For each franchised restaurant in the U.S., we enter into a franchise agreement covering a standard set of terms and conditions.
A prospective franchisee may elect to open either a single-branded distribution point or a multi-branded distribution point. In
addition, and depending upon the market, a franchisee may purchase the right to open a franchised restaurant at one or multiple
locations (via a store development agreement, or “SDA”). When granting the right to operate a restaurant to a potential
franchisee, we will generally evaluate the potential franchisee’s prior food-service experience, history in managing profit and
loss operations, financial history, and available capital and financing. We also evaluate potential new franchisees based on
financial measures, including liquid asset and net worth minimums for each brand.
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The typical franchise agreement in the U.S. has a 20-year term. The majority of our franchisees have entered into prime leases
with a third-party landlord. The Company is the lessee on certain land leases (the Company leases the land and erects a
building) or improved leases (lessor owns the land and building) covering restaurants and other properties. In addition, the
Company has leased and subleased land and buildings to other franchisees. When we sublease properties to franchisees, the
sublease generally follows the prime lease term. Our leases to franchisees are typically for an overall term of 20 years.
We help domestic franchisees select sites and develop restaurants that conform to the physical specifications of our typical
restaurant. Each domestic franchisee is responsible for selecting a site, but must obtain site approval from us based on
accessibility, visibility, proximity to other restaurants, and targeted demographic factors including population density and traffic
patterns. Additionally, the franchisee must also refurbish and remodel each restaurant periodically (typically every five and ten
years, respectively).
We currently require each domestic franchisee’s managing owner and/or designated manager to complete initial and ongoing
training programs provided by us, including minimum periods of classroom and on-the-job training. We monitor quality and
endeavor to ensure compliance with our standards for restaurant operations through restaurant visits in the U.S. In addition, a
restaurant operation review is conducted throughout our domestic operations at least once per year. To complement these
procedures, we use “Guest Satisfaction Surveys” in the U.S. to assess customer satisfaction with restaurant operations, such as
product quality, restaurant cleanliness, and customer service.
Store development agreements
We grant domestic franchisees the right to open one or more restaurants within a specified geographic area pursuant to the
terms of store development agreements (“SDAs”). An SDA specifies the number of restaurants and the mix of the brands
represented by such restaurants that a franchisee is obligated to open. Each SDA also requires the franchisee to meet certain
milestones in the development and opening of the restaurant and, if the franchisee meets those obligations, we agree, during the
term of such SDA, not to operate or franchise new restaurants in the designated geographic area covered by such SDA. In
addition to an SDA, a franchisee signs a separate franchise agreement for each restaurant developed under such SDA.
Master franchise model and international arrangements
Master franchise arrangements are used on a limited basis domestically (the Baskin-Robbins brand has one “territory” franchise
agreement for certain Midwestern markets) but more widely internationally for both the Baskin-Robbins brand and the Dunkin’
Donuts brand. In addition, international arrangements include joint venture agreements in South Korea (both brands), Spain
(Dunkin’ Donuts brand), Australia (Baskin-Robbins brand), and Japan (Baskin-Robbins brand), as well as single unit
franchises, such as in Canada (both brands). We are increasingly utilizing a multi-franchise system in certain high potential
markets, including in the United Kingdom, Germany, China, and Mexico.
Master franchise agreements are the most prevalent international relationships for both brands. Under these agreements, the
applicable brand grants the master franchisee the exclusive right to develop and operate a certain number of restaurants within a
particular geographic area, such as selected cities, one or more provinces or an entire country, pursuant to a development
schedule that defines the number of restaurants that the master franchisee must open annually. Those development schedules
customarily extend for five to ten years. If the master franchisee fails to perform its obligations, the exclusivity provision of the
agreement terminates and additional franchise agreements may be put in place to develop restaurants.
The master franchisee is generally required to pay an upfront initial franchise fee for each developed restaurant or an upfront
market development fee, and, for the Dunkin’ Donuts brand, royalties. For the Baskin-Robbins brand, the master franchisee is
typically required to purchase ice cream from Baskin-Robbins or an approved supplier. In most countries, the master franchisee
is also required to spend a certain percentage of gross sales on advertising in such foreign country in order to promote the
brand. Generally, the master franchise agreement serves as the franchise agreement for the underlying restaurants operating
pursuant to such model. Depending on the individual agreement, we may permit the master franchisee to subfranchise within
its territory.
Within each of our master franchisee and joint venture organizations, training facilities have been established by the master
franchisee or joint venture based on our specifications. From those training facilities, the master franchisee or joint venture
trains future staff members of the international restaurants. Our master franchisees and joint venture entities also periodically
send their primary training managers to the U.S. for re-certification.
Franchise fees
In the U.S., once a franchisee is approved, a restaurant site is approved, and a franchise agreement is signed, the franchisee will
begin to develop the restaurant. Franchisees pay us an initial franchise fee for the right to operate a restaurant for one or more
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franchised brands. The franchisee is required to pay all or part of the initial franchise fee upfront upon execution of the
franchise agreement, regardless of when the restaurant is actually opened. Initial franchise fees vary by brand, type of
development agreement and geographic area of development, but generally range from $25,000 to $100,000, as shown in the
table below.
Restaurant type
Dunkin’ Donuts Single-Branded Restaurant
Baskin-Robbins Single-Branded Restaurant
Dunkin’ Donuts/Baskin-Robbins Multi-Branded Restaurant
Initial franchise
fee*
$ 40,000-90,000
$
25,000
$ 50,000-100,000
*
Fees effective as of January 1, 2016 and excludes alternative points of distribution
In addition to the payment of initial franchise fees, our U.S. Dunkin’ Donuts brand franchisees, U.S. Baskin-Robbins brand
franchisees, and our international Dunkin’ Donuts brand franchisees pay us royalties on a percentage of the gross sales made
from each restaurant. In the U.S., the majority of our franchise agreement renewals and the vast majority of our new franchise
agreements require our franchisees to pay us a royalty of 5.9% of gross sales. During 2015, our effective royalty rate in the
Dunkin’ Donuts U.S. segment was approximately 5.4% and in the Baskin-Robbins U.S. segment was approximately 4.9%. The
arrangements for Dunkin’ Donuts in the majority of our international markets require royalty payments to us of 5.0% of gross
sales. However, many of our larger international partners, including our South Korean joint venture partner, have agreements at
a lower rate, resulting in an effective royalty rate in the Dunkin’ Donuts international segment in 2015 of approximately 2.3%.
We typically collect royalty payments on a weekly basis from our domestic franchisees. For the Baskin-Robbins brand in
international markets, we do not generally receive royalty payments from our franchisees; instead we earn revenue from such
franchisees as a result of our sale of ice cream products to them, and in 2015 our effective royalty rate in this segment was
approximately 0.5%. In certain instances, we supplement and modify certain SDAs, and franchise agreements entered into
pursuant to such SDAs with certain incentives that may (i) reduce or eliminate the initial franchise fee associated with a
franchise agreement; (ii) reduce the royalties for a specified period of the term of the franchise agreements depending on the
details related to each specific incentive program; (iii) reimburse the franchisee for certain local marketing activities in excess
of the minimum required; and (iv) provide certain development incentives. To qualify for any or all of these incentives, the
franchisee must meet certain requirements, each of which are set forth in an addendum to the SDA and the franchise agreement.
We believe these incentives will lead to accelerated development in our less mature markets.
Franchisees in the U.S. also pay advertising fees to the brand-specific advertising funds administered by us. Franchisees make
weekly contributions, generally 5% of gross sales, to the advertising funds. Franchisees may elect to increase the contribution
to support general brand-building efforts or specific initiatives. The advertising funds for the U.S., which received $400.6
million in contributions from franchisees in fiscal year 2015, are almost exclusively franchisee-funded and cover all expenses
related to marketing, research and development, innovation, advertising and promotion, including market research, production,
advertising costs, public relations, and sales promotions. We use no more than 20% of the advertising funds to cover the
administrative expenses of the advertising funds and for other strategic initiatives designed to increase sales and to enhance the
reputation of the brands. As the administrator of the advertising funds, we determine the content and placement of advertising,
which is done through print, radio, television, online, billboards, sponsorships, and other media, all of which is sourced by
agencies. Under certain circumstances, franchisees are permitted to conduct their own local advertising, but must obtain our
prior approval of content and promotional plans.
Other franchise related fees
We lease and sublease properties to franchisees in the U.S. and in Canada, generating net rental fees when the cost charged to
the franchisee exceeds the cost charged to us. For fiscal year 2015, we generated 12.4%, or $100.4 million, of our total revenue
from rental fees from franchisees and incurred related occupancy expenses of $54.6 million.
We also receive a license fee from Dean Foods Co. (“Dean Foods”) as part of an arrangement whereby Dean Foods
manufactures and distributes ice cream and other frozen products to Baskin-Robbins franchisees in the U.S. In connection with
this agreement, Dunkin’ Brands receives a fee based on net sales of covered products. For fiscal year 2015, we generated 1.2%,
or $10.1 million, of our total revenue from license fees from Dean Foods.
We distribute ice cream products to Baskin-Robbins franchisees who operate Baskin-Robbins restaurants located in certain
foreign countries and receive revenue associated with those sales. For fiscal year 2015, we generated 14.2%, or $115.3 million,
of our total revenue from the sale of ice cream products to franchisees primarily in certain foreign countries.
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Other revenue sources include online training fees, licensing fees earned from the sale of retail packaged coffee and K-Cup®
pods, net refranchising gains, and other one-time fees such as transfer fees and late fees. For fiscal year 2015, we generated
5.4%, or $43.6 million, of our total revenue from these other sources.
International operations
Our international business is organized by brand and by country and/or region. Operations are primarily conducted through
master franchise agreements with local operators. In certain instances, the master franchisee may have the right to sub-
franchise. Increasingly, we have utilized a multi-franchise system in certain high potential markets, including the United
Kingdom, Germany, China and Mexico. In addition, we have a joint venture with a local, publicly-traded company for the
Baskin-Robbins brand in Japan and joint ventures with local companies in Australia for the Baskin-Robbins brand, in Spain for
the Dunkin’ Donuts brand, and in South Korea for both the Dunkin’ Donuts and Baskin-Robbins brands. By teaming with local
operators, we believe we are better able to adapt our concepts to local business practices and consumer preferences. We have
had an international presence since 1961 when the first Dunkin’ Donuts restaurant opened in Canada. As of December 26,
2015, there were 5,104 Baskin-Robbins restaurants in 47 countries outside the U.S. and 3,319 Dunkin’ Donuts restaurants in 42
countries outside the U.S. Baskin-Robbins points of distribution represent the majority of our international presence and
accounted for approximately 65% of international franchisee-reported sales and approximately 84% of our international
revenues for fiscal year 2015.
Our key markets for both brands are predominantly based in Asia and the Middle East, which accounted for approximately
69% and 18%, respectively, of international franchisee-reported sales for fiscal year 2015. For fiscal year 2015, $2.0 billion of
total franchisee-reported sales were generated by restaurants located in international markets, which represented approximately
19% of total franchisee-reported sales, with the Dunkin’ Donuts brand accounting for $678 million and the Baskin-Robbins
brand accounting for $1.3 billion of our international franchisee-reported sales. For the same period, our revenues from
international operations totaled $142.0 million, with the Baskin-Robbins brand generating approximately 84% of such
revenues.
Overview of key markets
As of December 26, 2015, the top foreign countries and regions in which the Dunkin’ Donuts brand and/or the Baskin-Robbins
brand operated were:
Country/Region
South Korea
Japan
Middle East
South Korea
Type
Franchised brand(s)
Number of restaurants
Joint Venture
Joint Venture
Dunkin’ Donuts
Baskin-Robbins
Baskin-Robbins
Master Franchise Agreements Dunkin’ Donuts
Baskin-Robbins
788
1,196
1,191
458
778
Restaurants in South Korea accounted for approximately 38% of total franchisee-reported sales from international operations
for fiscal year 2015. Baskin-Robbins accounted for 67% of such sales. In South Korea, we conduct business through a 33.3%
ownership stake in a combination Dunkin’ Donuts brand/Baskin-Robbins brand joint venture, with South Korean shareholders
owning the remaining 66.7% of the joint venture. The joint venture acts as the master franchisee for South Korea, sub-
franchising the Dunkin’ Donuts and Baskin-Robbins brands to franchisees. The joint venture also manufactures and supplies
restaurants located in South Korea with ice cream, donuts, and coffee products.
Japan
Restaurants in Japan accounted for approximately 18% of total franchisee-reported sales from international operations for fiscal
year 2015, 100% of which came from Baskin-Robbins. We conduct business in Japan through a 43.3% ownership stake in a
Baskin-Robbins brand joint venture. Our partner also owns a 43.3% interest in the joint venture, with the remaining 13.4%
owned by public shareholders. The joint venture manufactures and sells ice cream to restaurants in Japan and acts as master
franchisee for the country.
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Middle East
The Middle East represents another key region for us. Restaurants in the Middle East accounted for approximately 18% of total
franchisee-reported sales from international operations for fiscal year 2015. Baskin-Robbins accounted for approximately 71%
of such sales. We conduct operations in the Middle East through master franchise arrangements.
Industry overview
According to The NPD Group/CREST® (“CREST®”), the QSR segment of the U.S. restaurant industry accounted for
approximately $269 billion of the total $431 billion restaurant industry sales in the U.S. for the twelve months ended December
31, 2015. The U.S. restaurant industry is generally categorized into segments by price point ranges, the types of food and
beverages offered, and service available to consumers. QSR is a restaurant format characterized by counter or drive-thru
ordering and limited, or no, table service. QSRs generally seek to capitalize on consumer desires for quality and convenient
food at economical prices.
Our Dunkin’ Donuts brand competes in the QSR segment categories and subcategories that include coffee, donuts, muffins,
bagels, and breakfast sandwiches. In addition, in the U.S., our Dunkin’ Donuts brand has historically focused on the breakfast
daypart, which we define to include the portion of each day from 5:00 a.m. until 11:00 a.m. While, according to CREST® data,
the compound annual growth rate for total QSR daypart visits in the U.S. grew by 1% over the five-year period ended
December 31, 2015, the compound annual growth rate for QSR visits in the U.S. during the morning meal daypart was 3% over
the same five-year period. There can be no assurance that such growth rates will be sustained in the future.
For the twelve months ended December 31, 2015, there were sales of over 8 billion restaurant servings of coffee in the U.S.,
86% of which were attributable to the QSR segment, according to CREST® data. According to CREST®, total coffee servings
at QSR have grown at a 4% compound annual rate for the five-year period ending December 31, 2015. Over the years, our
Dunkin’ Donuts brand has evolved into a predominantly coffee-based concept, with approximately 58% of Dunkin’ Donuts’
U.S. franchisee-reported sales for fiscal year 2015 generated from coffee and other beverages. We believe QSRs, including
Dunkin’ Donuts, are positioned to capture additional coffee market share through an increased focus on coffee offerings.
Our Baskin-Robbins brand competes primarily in QSR segment categories and subcategories that include hard-serve ice cream
as well as those that include soft serve ice cream, frozen yogurt, shakes, malts, floats, and cakes. While both of our brands
compete internationally, approximately 67% of Baskin-Robbins restaurants are located outside of the U.S. and represent the
majority of our total international sales and points of distribution.
Competition
We compete primarily in the QSR segment of the restaurant industry and face significant competition from a wide variety of
restaurants, convenience stores, and other outlets that provide consumers with coffee, baked goods, sandwiches, and ice cream
on an international, national, regional, and local level. We believe that we compete based on, among other things, product
quality, restaurant concept, service, convenience, value perception, and price. Our competition continues to intensify as
competitors increase the breadth and depth of their product offerings, particularly during the breakfast daypart, and open new
units. Although new competitors may emerge at any time due to the low barriers to entry, our competitors include: 7-Eleven,
Burger King, Cold Stone Creamery, Cumberland Farms, Dairy Queen, McDonald’s, Panera Bread, Quick Trip, Starbucks,
Subway, Taco Bell, Tim Hortons, WaWa, and Wendy’s, among others. Additionally, we compete with QSRs, specialty
restaurants, and other retail concepts for prime restaurant locations and qualified franchisees.
Licensing
We derive licensing revenue from agreements with Dean Foods for domestic ice cream sales, with The J.M. Smucker Co.
(“Smuckers”) for the sale of packaged coffee in non-franchised outlets (primarily grocery retail), and with Keurig Green
Mountain, Inc. (“KGM”) and Smuckers for sale of Dunkin’ K-Cup® pods in non-franchised outlets (primarily grocery retail),
as well as from other licensees. For the 52 weeks ending December 27, 2015, the Dunkin’ Donuts branded 12 oz. original blend
coffee, which is distributed by Smuckers, was the #1 stock-keeping unit nationally in the premium coffee category. For the 52
weeks ending December 27, 2015, sales of our 12 oz. original blend, as expressed in total equivalent units and dollar sales,
were double that of the next closest competitor. Additionally, for the four weeks ending December 27, 2015, the newly
launched 10 count carton of our original blend K-Cup® pods, also distributed by Smuckers, was the #1 stock-keeping unit
nationally in the K-Cup® pod category. We sold more than 150 million Dunkin’ K-Cup® pods into the grocery outlets since
launch in May 2015. With the introduction of Dunkin’ K-Cup® pods into grocery outlets, more than 1.9 billion cups of Dunkin’
Donuts coffee were sold through grocery outlets during calendar year 2015.
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Marketing
We coordinate domestic advertising and marketing at the national and local levels. The goals of our marketing strategy include
driving comparable store sales and brand differentiation, increasing our total coffee and beverage sales, protecting and growing
our morning daypart sales, and growing our afternoon daypart sales. Generally, our domestic franchisees contribute 5% of
weekly gross retail sales to fund brand specific advertising funds. The funds are used for various national and local advertising
campaigns including print, radio, television, online, mobile, loyalty, billboards, and sponsorships. Over the past ten years, our
U.S. franchisees have invested approximately $2.5 billion on advertising to increase brand awareness and restaurant
performance across both brands. Additionally, we have various pricing strategies, so that our products appeal to a broad range
of customers. In August 2012, we launched the Dunkin’ Donuts mobile application for payment and gifting, which built the
foundation for one-to-one marketing with our customers. In January 2014, we launched a new DD Perks® Rewards loyalty
program nationally, which is fully integrated with the Dunkin’ Donuts mobile application and allows us to engage our
customers in these one-to-one marketing interactions. As of December 26, 2015, our mobile application had over 16.3 million
downloads and our DDPerks® Rewards loyalty program had over 4.3 million members.
The supply chain
Domestic
We do not typically supply products to our domestic franchisees. As a result, with the exception of licensing fees paid by Dean
Foods on domestic ice cream sales, we do not typically derive revenues from product distribution. Our franchisees’ suppliers
include Rich Products Corp., Dean Foods, The Coca-Cola Company, and KGM. In addition, our franchisees’ primary coffee
roasters currently are New England Tea & Coffee Co., Inc., Mother Parkers Tea & Coffee Inc., S&D Coffee, Inc., and Massimo
Zanetti Beverage USA, Inc., and their primary donut mix suppliers currently are Continental Mills and Pennant Ingredients Inc.
We periodically review our relationships with licensees and approved suppliers and evaluate whether those relationships
continue to be on competitive or advantageous terms for us and our franchisees.
Purchasing
Purchasing for the Dunkin’ Donuts brand is facilitated by National DCP, LLC (the “NDCP”), which is a Delaware limited
liability company operated as a cooperative owned by its franchisee members. The NDCP is managed by a staff of supply chain
professionals who report directly to the NDCP’s board of directors. The NDCP has approximately 1,600 employees including
executive leadership, sourcing professionals, warehouse staff, and drivers. The NDCP board of directors has eight voting
franchisee members, one NDCP non-voting member, and one independent non-voting member. In addition, our Chief Financial
Officer is a voting member of the NDCP board. The NDCP engages in purchasing, warehousing, and distribution of food and
supplies on behalf of participating restaurants and some international markets. The NDCP program provides franchisee
members nationwide the benefits of scale while fostering consistent product quality across the Dunkin’ Donuts brand. We do
not control the NDCP and have only limited contractual rights associated with managing that franchisee-owned purchasing and
distribution cooperative.
Manufacturing of Dunkin’ Donuts bakery goods
Centralized production is another element of our supply chain that is designed to support growth for the Dunkin’ Donuts brand.
Centralized manufacturing locations (“CMLs”) are franchisee-owned and -operated facilities for the centralized production of
donuts and bakery goods. The CMLs deliver freshly baked products to Dunkin’ Donuts restaurants on a daily basis and are
designed to provide consistent quality products while simplifying restaurant-level operations. As of December 26, 2015, there
were 106 CMLs (of varying size and capacity) in the U.S. CMLs are an important part of franchise economics, and are
supportive of profit building initiatives as well as protecting brand quality standards and consistency.
Certain of our Dunkin’ Donuts brand restaurants produce donuts and bakery goods on-site rather than sourcing from CMLs.
Many of such restaurants, known as full producers, also supply other local Dunkin’ Donuts restaurants that do not have access
to CMLs. In addition, in newer markets, Dunkin’ Donuts brand restaurants source donuts and bakery goods that are finished in
restaurants. We believe that this “just baked on demand” donut manufacturing platform enables the Dunkin’ Donuts brand to
more efficiently expand its restaurant base in newer markets where franchisees may not have access to a CML.
Baskin-Robbins ice cream
We outsource the manufacturing and distribution of ice cream products for the domestic Baskin-Robbins brand franchisees to
Dean Foods, which strengthens our relationships with franchisees and allows us to focus on our core franchising operations.
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International
Dunkin’ Donuts
International Dunkin’ Donuts franchisees are responsible for sourcing their own supplies, subject to compliance with our
standards. Most also produce their own donuts following the Dunkin’ Donuts brand’s approved processes. Franchisees in some
markets source donuts produced by a brand approved third party supplier. Franchisees are permitted to source coffee from a
number of coffee roasters approved by the brand, including the NDCP, as well as certain approved regional and local roasters.
In certain countries, our international franchisees source virtually everything locally within their market while in others our
international franchisees source most of their supplies from the NDCP. Where supplies are sourced locally, we help identify and
approve those suppliers. In addition, we assist our international franchisees in identifying regional and global suppliers with
the goal of leveraging the purchasing volume for pricing and product continuity advantages.
Baskin-Robbins
The Baskin-Robbins manufacturing network is comprised of eighteen facilities, none of which are owned or operated by us,
that supply our international markets with ice cream products. We utilize facilities owned by Dean Foods to produce ice cream
products which we purchase and distribute to many of our international markets. Certain international franchisees rely on third-
party-owned facilities to supply ice cream products to them, including facilities in Ireland and Canada. The Baskin-Robbins
brand restaurants in India and Russia are supported by master franchisee-owned facilities in those respective countries while
the restaurants in Japan and South Korea are supported by the joint venture-owned facilities located within each country.
Research and development
New product innovation is a critical component of our success. We believe the development of successful new products for
each brand attracts new customers, increases comparable store sales, and allows franchisees to expand into other dayparts. New
product research and development is located in a state-of-the-art facility at our headquarters in Canton, Massachusetts. The
facility includes a sensory lab, a quality assurance lab and a demonstration test kitchen. We rely on our internal culinary team,
which uses consumer research, to develop and test new products.
Operational support
Substantially all of our executive management, finance, marketing, legal, technology, human resources, and operations support
functions are conducted from our global headquarters in Canton, Massachusetts. In the United States, our franchise operations
for both brands are organized into regions, each of which is headed by a regional vice president and directors of operations
supported by field personnel who interact directly with the franchisees. Our international businesses are organized by region
and each brand has dedicated marketing and restaurant operations support teams that work with our master licensees and joint
venture partners to improve restaurant operations and restaurant-level economics. Management of a franchise restaurant is the
responsibility of the franchisee, who is trained in our techniques and is responsible for ensuring that the day-to-day operations
of the restaurant are in compliance with our operating standards. We have implemented a computer-based disaster recovery
program to address the possibility that a natural (or other form of) disaster may impact the information technology systems
located at our Canton, Massachusetts headquarters.
Regulatory matters
Domestic
We and our franchisees are subject to various federal, state, and local laws affecting the operation of our respective businesses,
including various health, sanitation, fire, and safety standards. In some jurisdictions our restaurants are required by law to
display nutritional information about our products. Each restaurant is subject to licensing and regulation by a number of
governmental authorities, which include zoning, health, safety, sanitation, building, and fire agencies in the jurisdiction in
which the restaurant is located. Franchisee-owned NDCP and CMLs are licensed and subject to similar regulations by federal,
state, and local governments.
We and our franchisees are also subject to the Fair Labor Standards Act and various other laws governing such matters as
minimum wage requirements, overtime and other working conditions, and citizenship requirements. A significant number of
food-service personnel employed by franchisees are paid at rates related to the federal minimum wage.
Our franchising activities are subject to the rules and regulations of the Federal Trade Commission (“FTC”) and various state
laws regulating the offer and sale of franchises. The FTC’s franchise rule and various state laws require that we furnish a
franchise disclosure document (“FDD”) containing certain information to prospective franchisees and a number of states
require registration of the FDD with state authorities. We are operating under exemptions from registration in several states
based on our experience and aggregate net worth. Substantive state laws that regulate the franchisor-franchisee relationship
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exist in a substantial number of states, and bills have been introduced in Congress from time to time that would provide for
federal regulation of the franchisor-franchisee relationship. The state laws often limit, among other things, the duration and
scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a
franchisor to designate sources of supply. We believe that the FDD for each of our Dunkin’ Donuts brand and our Baskin-
Robbins brand, together with any applicable state versions or supplements, and franchising procedures, comply in all material
respects with both the FTC franchise rule and all applicable state laws regulating franchising in those states in which we have
offered franchises.
International
Internationally, we and our franchisees are subject to national and local laws and regulations that often are similar to those
affecting us and our franchisees in the U.S., including laws and regulations concerning franchises, labor, health, sanitation, and
safety. International Baskin-Robbins brand and Dunkin’ Donuts brand restaurants are also often subject to tariffs and
regulations on imported commodities and equipment, and laws regulating foreign investment. We believe that the international
disclosure statements, franchise offering documents, and franchising procedures for our Baskin-Robbins brand and Dunkin’
Donuts brand comply in all material respects with the laws of the applicable countries.
Environmental
Our operations, including the selection and development of the properties we lease and sublease to our franchisees and any
construction or improvements we make at those locations, are subject to a variety of federal, state, and local laws and
regulations, including environmental, zoning, and land use requirements. Our properties are sometimes located in developed
commercial or industrial areas and might previously have been occupied by more environmentally significant operations, such
as gasoline stations and dry cleaners. Environmental laws sometimes require owners or operators of contaminated property to
remediate that property, regardless of fault. While we have been required to, and are continuing to, clean up contamination at a
limited number of our locations, we have no known material environmental liabilities.
Employees
As of December 26, 2015, excluding employees at our company-operated restaurants, we employed 1,145 people, 1,098 of
whom were based in the U.S. and 47 of whom were based in other countries. Of our domestic employees, 462 worked in the
field and 636 worked at our corporate headquarters or our satellite office in California. Of these employees, 199, who are
almost exclusively in marketing positions, were paid by certain of our advertising funds. In addition, we employed
approximately 714 people at our company-operated restaurants in the U.S. None of our employees are represented by a labor
union, and we believe our relationships with our employees are healthy.
Our franchisees are independent business owners, so they and their employees are not included in our employee count.
Intellectual property
We own many registered trademarks and service marks (“Marks”) in the U.S. and in other countries throughout the world. We
believe that our Dunkin’ Donuts and Baskin-Robbins names and logos, in particular, have significant value and are important to
our business. Our policy is to pursue registration of our Marks in the U.S. and selected international jurisdictions, monitor our
Marks portfolio both internally and externally through external search agents and vigorously oppose the infringement of any of
our Marks. We license the use of our registered Marks to franchisees and third parties through franchise arrangements and
licenses. The franchise and license arrangements restrict franchisees’ and licensees’ activities with respect to the use of our
Marks, and impose quality control standards in connection with goods and services offered in connection with the Marks and
an affirmative obligation on the franchisees to notify us upon learning of potential infringement. In addition, we maintain a
limited patent portfolio in the U.S. for bakery and serving-related methods, designs and articles of manufacture. We generally
rely on common law protection for our copyrighted works. Neither the patents nor the copyrighted works are material to the
operation of our business. We also license some intellectual property from third parties for use in certain of our products. Such
licenses are not individually, or in the aggregate, material to our business.
Seasonality
Our revenues are subject to fluctuations based on seasonality, primarily with respect to Baskin-Robbins. The ice cream industry
generally experiences an increase during the spring and summer months, whereas Dunkin’ Donuts hot beverage sales generally
increase during the fall and winter months and iced beverage sales generally increase during the spring and summer months.
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Additional Information
The Company makes available, free of charge, through its internet website www.dunkinbrands.com, its annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably
practicable after electronically filing such material with the Securities and Exchange Commission. You may read and copy any
materials filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference
Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room
by calling the Securities and Exchange Commission at 1-800-SEC-0330. This information is also available at www.sec.gov.
The reference to these website addresses does not constitute incorporation by reference of the information contained on the
websites and should not be considered part of this document.
Item 1A. Risk Factors.
Risks related to our business and industry
Our financial results are affected by the operating results of our franchisees.
We receive a substantial majority of our revenues in the form of royalties, which are generally based on a percentage of gross
sales at franchised restaurants, rent, and other fees from franchisees. Accordingly, our financial results are to a large extent
dependent upon the operational and financial success of our franchisees. If sales trends or economic conditions worsen for
franchisees, their financial results may deteriorate and our royalty, rent, and other revenues may decline and our accounts
receivable and related allowance for doubtful accounts may increase. In addition, if our franchisees fail to renew their franchise
agreements, our royalty revenues may decrease which in turn may materially and adversely affect our business and operating
results.
Our franchisees could take actions that could harm our business.
Our franchisees are contractually obligated to operate their restaurants in accordance with the operations, safety, and health
standards set forth in our agreements with them. However, franchisees are independent third parties whom we do not control.
The franchisees own, operate, and oversee the daily operations of their restaurants and have sole control over all employee and
other workforce decisions. As a result, the ultimate success and quality of any franchised restaurant rests with the franchisee. If
franchisees do not successfully operate restaurants in a manner consistent with required standards, franchise fees paid to us and
royalty income will be adversely affected and brand image and reputation could be harmed, which in turn could materially and
adversely affect our business and operating results.
Although we believe we generally enjoy a positive working relationship with the vast majority of our franchisees, active and/or
potential disputes with franchisees could damage our brand reputation and/or our relationships with the broader franchisee
group.
Our success depends substantially on the value of our brands.
Our success is dependent in large part upon our ability to maintain and enhance the value of our brands, our customers’
connection to our brands and a positive relationship with our franchisees. Brand value can be severely damaged even by
isolated incidents, particularly if the incidents receive considerable negative publicity or result in litigation. Some of these
incidents may relate to the way we manage our relationship with our franchisees, our growth strategies, our development efforts
in domestic and foreign markets, or the ordinary course of our, or our franchisees’, business. Other incidents may arise from
events that are or may be beyond our ability to control and may damage our brands, such as actions taken (or not taken) by one
or more franchisees or their employees relating to health, safety, welfare, or otherwise; litigation and claims; security breaches
or other fraudulent activities associated with our electronic payment systems; and illegal activity targeted at us or others.
Consumer demand for our products and our brands’ value could diminish significantly if any such incidents or other matters
erode consumer confidence in us or our products, which would likely result in lower sales and, ultimately, lower royalty
income, which in turn could materially and adversely affect our business and operating results.
Incidents involving food-borne illnesses, food tampering, or food contamination involving our brands or our supply chain
could create negative publicity and significantly harm our operating results
While we and our franchisees dedicate substantial resources to food safety matters to enable customers to enjoy safe, quality
food products, food safety events, including instances of food-borne illness (such as salmonella or E. Coli), have occurred in
the food industry in the past, and could occur in the future.
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Instances or reports, whether true or not, of food-safety issues, such as food-borne illnesses, food tampering, food
contamination or mislabeling, either during the growing, manufacturing, packaging, storing or preparation of products, have in
the past severely injured the reputations of companies in the quick-service restaurant sectors and could affect us as well. Any
report linking us, our franchisees or our suppliers to food-borne illnesses or food tampering, contamination, mislabeling or
other food-safety issues could damage the value of our brands immediately and severely hurt sales of our products and possibly
lead to product liability claims, litigation (including class actions) or other damages.
In addition, food safety incidents, whether or not involving our brands, could result in negative publicity for the industry or
market segments in which we operate. Increased use of social media could create and/or amplify the effects of negative
publicity. This negative publicity may reduce demand for our products and could result in a decrease in guest traffic to our
restaurants as consumers shift their preferences to our competitors or to other products or food types. A decrease in traffic as a
result of these health concerns or negative publicity could materially and adversely affect our brands, our business and our
stock price.
The quick service restaurant segment is highly competitive, and competition could lower our revenues.
The QSR segment of the restaurant industry is intensely competitive. The beverage and food products sold by our franchisees
compete directly against products sold at other QSRs, local and regional beverage and food operations, specialty beverage and
food retailers, supermarkets, and wholesale suppliers, many bearing recognized brand names and having significant customer
loyalty. In addition to the prevailing baseline level of competition, major market players in noncompeting industries may
choose to enter the restaurant industry. Key competitive factors include the number and location of restaurants, quality and
speed of service, attractiveness of facilities, effectiveness of advertising, marketing, and operational programs, price,
demographic patterns and trends, consumer preferences and spending patterns, menu diversification, health or dietary
preferences and perceptions, and new product development. Some of our competitors have substantially greater financial and
other resources than us, which may provide them with a competitive advantage. In addition, we compete within the restaurant
industry and the QSR segment not only for customers but also for qualified franchisees. We cannot guarantee the retention of
any, including the top-performing, franchisees in the future, or that we will maintain the ability to attract, retain, and motivate
sufficient numbers of franchisees of the same caliber, which could materially and adversely affect our business and operating
results. If we are unable to maintain our competitive position, we could experience lower demand for products, downward
pressure on prices, the loss of market share, and the inability to attract, or loss of, qualified franchisees, which could result in
lower franchise fees and royalty income, and materially and adversely affect our business and operating results.
If we or our franchisees or licensees are unable to protect our customers’ credit card data and other personal information,
we or our franchisees could be exposed to data loss, litigation, and liability, and our reputation could be significantly
harmed.
Data protection is increasingly demanding and the use of electronic payment methods and collection of other personal
information exposes us and our franchisees to increased risk of privacy and/or security breaches as well as other risks. In
connection with credit card transactions in-store and online, we and our franchisees collect and transmit confidential credit card
information by way of retail networks. Additionally, we collect and store personal information from individuals, including our
customers, franchisees, and employees. We rely on commercially available systems, software, tools, and monitoring to provide
security for processing, transmitting, and storing such information. The failure of these systems to operate effectively, problems
with transitioning to upgraded or replacement systems, or a breach in security of these systems, including through cyber
terrorism, could materially and adversely affect our business and operating results.
Further, the standards for systems currently used for transmission and approval of electronic payment transactions, and the
technology utilized in electronic payment themselves, all of which can put electronic payment data at risk, are determined and
controlled by the payment card industry, not by us. In addition, our employees, franchisees, contractors, or third parties with
whom we do business or to whom we outsource business operations may attempt to circumvent our security measures in order
to misappropriate such information, and may purposefully or inadvertently cause a breach involving such information. Third
parties may have the technology or know-how to breach the security of the personal information collected, stored, or
transmitted by us or our franchisees, and our respective security measures, as well as those of our technology vendors, may not
effectively prohibit others from obtaining improper access to this information. Advances in computer and software capabilities
and encryption technology, new tools, and other developments may increase the risk of such a breach. If a person is able to
circumvent our data security measures or that of third parties with whom we do business, including our franchisees, he or she
could destroy or steal valuable information or disrupt our operations. Any security breach could expose us to risks of data loss,
litigation, liability, and could seriously disrupt our operations. Any resulting negative publicity could significantly harm our
reputation and could materially and adversely affect our business and operating results.
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Sub-franchisees could take actions that could harm our business and that of our master franchisees.
In certain of our international markets, we enter into agreements with master franchisees that permit the master franchisee to
develop and operate restaurants in defined geographic areas. As permitted by our master franchisee agreements, certain master
franchisees elect to sub-franchise rights to develop and operate restaurants in the geographic area covered by the master
franchisee agreement. Our master franchisee agreements contractually obligate our master franchisees to operate their
restaurants in accordance with specified operations, safety, and health standards and also require that any sub-franchise
agreement contain similar requirements. However, we are not party to the agreements with the sub-franchisees and, as a result,
are dependent upon our master franchisees to enforce these standards with respect to sub-franchised restaurants. As a result, the
ultimate success and quality of any sub-franchised restaurant rests with the master franchisee. If sub-franchisees do not
successfully operate their restaurants in a manner consistent with required standards, franchise fees and royalty income paid to
the applicable master franchisee and, ultimately, to us could be adversely affected and our brand image and reputation may be
harmed, which could materially and adversely affect our business and operating results.
We cannot predict the impact that the following may have on our business: (i) new or improved technologies, (ii) alternative
methods of delivery, or (iii) changes in consumer behavior facilitated by these technologies and alternative methods of
delivery.
Advances in technologies or alternative methods of delivery, including advances in vending machine technology and home
coffee makers, or certain changes in consumer behavior driven by these or other technologies and methods of delivery could
have a negative effect on our business. Moreover, technology and consumer offerings continue to develop, and we expect that
new or enhanced technologies and consumer offerings will be available in the future. We may pursue certain of those
technologies and consumer offerings if we believe they offer a sustainable customer proposition and can be successfully
integrated into our business model. However, we cannot predict consumer acceptance of these delivery channels or their impact
on our business. In addition, our competitors, some of whom have greater resources than us, may be able to benefit from
changes in technologies or consumer acceptance of alternative methods of delivery, which could harm our competitive position.
There can be no assurance that we will be able to successfully respond to changing consumer preferences, including with
respect to new technologies and alternative methods of delivery, or to effectively adjust our product mix, service offerings, and
marketing and merchandising initiatives for products and services that address, and anticipate advances in, technology and
market trends. If we are not able to successfully respond to these challenges, our business, financial condition, and operating
results could be harmed.
Economic conditions adversely affecting consumer discretionary spending may negatively impact our business and
operating results.
We believe that our franchisees’ sales, customer traffic, and profitability are strongly correlated to consumer discretionary
spending, which is influenced by general economic conditions, unemployment levels, and the availability of discretionary
income. Our franchisees’ sales are dependent upon discretionary spending by consumers; any reduction in sales at franchised
restaurants will result in lower royalty payments from franchisees to us and adversely impact our profitability. In an economic
downturn our business and results of operations could be materially and adversely affected. In addition, the pace of new
restaurant openings may be slowed and restaurants may be forced to close, reducing the restaurant base from which we derive
royalty income.
Our substantial indebtedness could adversely affect our financial condition.
We have a significant amount of indebtedness. As of December 26, 2015, we had total indebtedness of approximately $2.5
billion under our securitized debt facility, excluding $26.3 million of undrawn letters of credit and $73.7 million of unused
commitments.
Subject to the limits contained in the agreements governing our securitized debt facility, we may be able to incur substantial
additional debt from time to time to finance capital expenditures, investments, acquisitions, or for other purposes. If we do
incur substantial additional debt, the risks related to our high level of debt could intensify. Specifically, our high level of
indebtedness could have important consequences, including:
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limiting our ability to obtain additional financing to fund capital expenditures, investments, acquisitions, or other
general corporate requirements;
requiring a substantial portion of our cash flow to be dedicated to payments to service our indebtedness instead of
other purposes, thereby reducing the amount of cash flow available for capital expenditures, investments, acquisitions,
and other general corporate purposes;
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increasing our vulnerability to and the potential impact of adverse changes in general economic, industry, and
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competitive conditions;
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limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt at
more favorable interest rates; and
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increasing our costs of borrowing.
In addition, the financial and other covenants we agreed to with our lenders may limit our ability to incur additional
indebtedness, make investments, and engage in other transactions, and the leverage may cause other potential lenders to be less
willing to loan funds to us in the future.
We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which would adversely
affect our financial condition and results of operations.
Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate
cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control. If our business does not generate sufficient cash flow from operations, in the amounts
projected or at all, or if future borrowings are not available to us under our variable funding notes in amounts sufficient to fund
our other liquidity needs, our financial condition and results of operations may be adversely affected. If we cannot generate
sufficient cash flow from operations to make scheduled principal amortization and interest payments on our debt obligations in
the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital
expenditures or seek additional equity investments. If we are unable to refinance any of our indebtedness on commercially
reasonable terms or at all or to effect any other action relating to our indebtedness on satisfactory terms or at all, our business
may be harmed.
The terms of our securitized debt financing of certain of our wholly-owned subsidiaries have restrictive terms and our
failure to comply with any of these terms could put us in default, which would have an adverse effect on our business and
prospects.
Unless and until we repay all outstanding borrowings under our securitized debt facility, we will remain subject to the
restrictive terms of these borrowings. The securitized debt facility, under which certain of our wholly-owned subsidiaries issued
and guaranteed fixed rate notes and variable funding notes, contain a number of covenants, with the most significant financial
covenant being a debt service coverage calculation. These covenants limit the ability of certain of our subsidiaries to, among
other things:
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sell assets;
alter the business we conduct;
engage in mergers, acquisitions and other business combinations;
declare dividends or redeem or repurchase capital stock;
incur, assume or permit to exist additional indebtedness or guarantees;
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incur liens; and
enter into transactions with affiliates.
The securitized debt facility also requires us to maintain specified financial ratios. Our ability to meet these financial ratios can
be affected by events beyond our control, and we may not satisfy such a test. A breach of these covenants could result in a rapid
amortization event or default under the securitized debt facility. If amounts owed under the securitized debt facility are
accelerated because of a default and we are unable to pay such amounts, the investors may have the right to assume control of
substantially all of the securitized assets.
If we are unable to refinance or repay amounts under the securitized debt facility prior to the expiration of the applicable term,
our cash flow would be directed to the repayment of the securitized debt and, other than management fees sufficient to cover
minimal selling, general and administrative expenses, would not be available for operating our business.
No assurance can be given that any refinancing or additional financing will be possible when needed or that we will be able to
negotiate acceptable terms. In addition, our access to capital is affected by prevailing conditions in the financial and capital
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markets and other factors beyond our control. There can be no assurance that market conditions will be favorable at the times
that we require new or additional financing.
The indenture governing the securitized debt will restrict the cash flow from the entities subject to the securitization to any
of our other entities and upon the occurrence of certain events, cash flow would be further restricted.
In the event that a rapid amortization event occurs under the indenture (including, without limitation, upon an event of default
under the indenture or the failure to repay the securitized debt at the end of the applicable term), the funds available to us would
be reduced or eliminated, which would in turn reduce our ability to operate or grow our business.
Infringement, misappropriation, or dilution of our intellectual property could harm our business.
We regard our Dunkin’ Donuts® and Baskin-Robbins® trademarks as having significant value and as being important factors in
the marketing of our brands. We have also obtained trademark protection for the trademarks associated with several of our
product offerings and advertising slogans, including “America Runs on Dunkin’ ® ” and “What are you Drinkin’? ® ”. We
believe that these and other intellectual property are valuable assets that are critical to our success. We rely on a combination of
protections provided by contracts, as well as copyright, patent, trademark, and other laws, such as trade secret and unfair
competition laws, to protect our intellectual property from infringement, misappropriation, or dilution. We have registered
certain trademarks and service marks and have other trademark and service mark registration applications pending in the
United States and foreign jurisdictions. However, not all of the trademarks or service marks that we currently use have been
registered in all of the countries in which we do business, and they may never be registered in all of those countries.
Although we monitor trademark portfolios both internally and through external search agents and impose an obligation on
franchisees to notify us upon learning of potential infringement, there can be no assurance that we will be able to adequately
maintain, enforce, and protect our trademarks or other intellectual property rights. We are aware of names and marks similar to
our service marks being used by other persons. Although we believe such uses will not adversely affect us, further or currently
unknown unauthorized uses or other infringement of our trademarks or service marks could diminish the value of our brands
and may adversely affect our business. Effective intellectual property protection may not be available in every country in which
we have or intend to open or franchise a restaurant or license our intellectual property. Failure to adequately protect our
intellectual property rights could damage our brands and impair our ability to compete effectively. Even where we have
effectively secured statutory protection for our trade secrets and other intellectual property, our competitors may misappropriate
our intellectual property and our employees, consultants, and suppliers may breach their contractual obligations not to reveal
our confidential information, including trade secrets. Although we have taken measures to protect our intellectual property,
there can be no assurance that these protections will be adequate or that third parties will not independently develop products or
concepts that are substantially similar to ours. Despite our efforts, it may be possible for third-parties to reverse engineer,
otherwise obtain, copy, and use information that we regard as proprietary. Furthermore, defending or enforcing our trademark
rights, branding practices, and other intellectual property, and seeking an injunction and/or compensation for misappropriation
of confidential information, could result in the expenditure of significant resources and divert the attention of management,
which in turn may materially and adversely affect our business and operating results.
Our brands may be limited or diluted through franchisee and third-party activity.
Although we monitor and restrict franchisee activities through our franchise and license agreements, franchisees or third parties
may refer to or make statements about our brands that do not make proper use of our trademarks or required designations, that
improperly alter trademarks or branding, or that are critical of our brands or place our brands in a context that may tarnish their
reputation. This may result in dilution or tarnishment of our intellectual property. It is not possible for us to obtain
registrations for all possible variations of our branding in all territories where we operate. Franchisees, licensees or third
parties may seek to register or obtain registration for domain names and trademarks involving localizations, variations, and
versions of certain branding tools, and these activities may limit our ability to obtain or use such rights in such territories.
Franchisee noncompliance with the terms and conditions of our franchise or license agreements may reduce the overall
goodwill of our brands, whether through the failure to meet health and safety standards, engage in quality control or maintain
product consistency, or through the participation in improper or objectionable business practices.
Moreover, unauthorized third parties may use our intellectual property to trade on the goodwill of our brands, resulting in
consumer confusion or dilution. Any reduction of our brands’ goodwill, consumer confusion, or dilution is likely to impact
sales, and could materially and adversely impact our business and operating results.
We are and may become subject to third-party infringement claims or challenges to the validity of our intellectual property.
We are and may, in the future, become the subject of claims for infringement, misappropriation or other violation of intellectual
property rights, which may or not be unfounded, from owners of intellectual property in areas where our franchisees operate or
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where we intend to conduct operations, including in foreign jurisdictions. Such claims could harm our image, our brands, our
competitive position or our ability to expand our operations into other jurisdictions and cause us to incur significant costs related
to defense or settlement. If such claims were decided against us, or a third party indemnified by us pursuant to license terms, we
could be required to pay damages, develop or adopt non-infringing products or services or acquire a license to the intellectual
property that is the subject of the asserted claim, which license may not be available on acceptable terms or at all. The attendant
expenses could require the expenditure of additional capital, and there would be expenses associated with the defense of any
infringement, misappropriation, or other third-party claims, and there could be attendant negative publicity, even if ultimately
decided in our favor.
Growth into new territories may be hindered or blocked by pre-existing third-party rights.
We act to obtain and protect our intellectual property rights we need to operate successfully in those territories where we
operate. Certain intellectual property rights including rights in trademarks are national in character, and are obtained on a
country-by-country basis by the first person to obtain protection through use or registration in that country in connection with
specified products and services. As our business grows, we continuously evaluate the potential for expansion into new
territories and new products and services. There is a risk with each expansion that growth will be limited or unavailable due to
blocking pre-existing third-party intellectual property rights.
The restaurant industry is affected by consumer preferences and perceptions. Changes in these preferences and perceptions
may lessen the demand for our products, which could reduce sales by our franchisees and reduce our royalty revenues.
The restaurant industry is affected by changes in consumer tastes, national, regional, and local economic conditions, and
demographic trends. For instance, if prevailing health or dietary preferences cause consumers to avoid donuts and other
products we offer in favor of foods that are perceived as healthier, our franchisees’ sales would suffer, resulting in lower royalty
payments to us, and our business and operating results would be harmed.
If we fail to successfully implement our growth strategy, which includes opening new domestic and international
restaurants, our ability to increase our revenues and operating profits could be adversely affected.
Our growth strategy relies in part upon new restaurant development by existing and new franchisees. We and our franchisees
face many challenges in opening new restaurants, including:
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availability of financing;
selection and availability of suitable restaurant locations;
competition for restaurant sites;
negotiation of acceptable lease and financing terms;
securing required domestic or foreign governmental permits and approvals;
consumer tastes in new geographic regions and acceptance of our products;
employment and training of qualified personnel;
impact of inclement weather, natural disasters, and other acts of nature; and
general economic and business conditions.
In particular, because the majority of our new restaurant development is funded by franchisee investment, our growth strategy
is dependent on our franchisees’ (or prospective franchisees’) ability to access funds to finance such development. We do not
provide our franchisees with direct financing and therefore their ability to access borrowed funds generally depends on their
independent relationships with various financial institutions. If our franchisees (or prospective franchisees) are not able to
obtain financing at commercially reasonable rates, or at all, they may be unwilling or unable to invest in the development of
new restaurants, and our future growth could be adversely affected.
To the extent our franchisees are unable to open new restaurants as we anticipate, our revenue growth would come primarily
from growth in comparable store sales. Our failure to add a significant number of new restaurants or grow comparable store
sales would adversely affect our ability to increase our revenues and operating income and could materially and adversely harm
our business and operating results.
Increases in commodity prices may negatively affect payments from our franchisees and licensees.
Coffee and other commodity prices are subject to substantial price fluctuations, stemming from variations in weather patterns,
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shifting political or economic conditions in coffee-producing countries, and delays in the supply chain. If commodity prices
rise, franchisees may experience reduced sales, due to decreased consumer demand at retail prices that have been raised to
offset increased commodity prices, which may reduce franchisee profitability. Any such decline in franchisee sales will reduce
our royalty income, which in turn may materially and adversely affect our business and operating results.
Our joint ventures in Japan and South Korea, as well as our licensees in Russia and India, manufacture ice cream products
independently. The joint ventures in Japan and South Korea each own a manufacturing facility in its country of operation. The
revenues derived from these joint ventures differ fundamentally from those of other types of franchise arrangements in the
system because the income that we receive from the joint ventures in Japan and South Korea is based in part on the
profitability, rather than the gross sales, of the restaurants operated by these joint ventures. Accordingly, in the event that the
joint ventures in Japan or South Korea experience staple ingredient price increases that adversely affect the profitability of the
restaurants operated by these joint ventures, that decrease in profitability would reduce distributions by these joint ventures to
us, which in turn could materially and adversely impact our business and operating results.
Shortages of coffee or milk could adversely affect our revenues.
If coffee or milk consumption continues to increase worldwide or there is a disruption in the supply of coffee or milk due to
natural disasters, political unrest, or other calamities, the global supply of these commodities may fail to meet demand. If coffee
or milk demand is not met, franchisees may experience reduced sales which, in turn, would reduce our royalty income.
Additionally, if milk demand is not met, we may not be able to purchase and distribute ice cream products to our international
franchisees, which would reduce our sales of ice cream and other products. Such reductions in our royalty income and sales of
ice cream and other products may materially and adversely affect our business and operating results.
We and our franchisees rely on computer systems to process transactions and manage our business, and a disruption or a
failure of such systems or technology could harm our ability to effectively manage our business.
Network and information technology systems are integral to our business. We utilize various computer systems, including our
FAST System and our EFTPay System, which are customized, web-based systems. The FAST System is the system by which
our U.S. and Canadian franchisees report their weekly sales and pay their corresponding royalty fees and required advertising
fund contributions. When sales are reported by a U.S. or Canadian franchisee, a withdrawal for the authorized amount is
initiated from the franchisee’s bank after 12 days (from the week ending or month ending date). The FAST System is critical to
our ability to accurately track sales and compute royalties due from our U.S. and Canadian franchisees. The EFTPay System is
used by our U.S. and Canadian franchisees to make payments against open, non-fee invoices (i.e., all invoices except royalty
and advertising funds). When a franchisee selects an invoice and submits the payment, on the following day a withdrawal for
the selected amount is initiated from the franchisee’s bank. Despite the implementation of security measures, our systems,
including the FAST System and the EFTPay System, are subject to damage and/or interruption as a result of power outages,
computer and network failures, computer viruses and other disruptive software, security breaches, terrorist attacks, catastrophic
events, and improper usage by employees. Such events could result in a material disruption in operations, a need for a costly
repair, upgrade or replacement of systems, or a decrease in, or in the collection of, royalties paid to us by our franchisees. To
the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or
inappropriate disclosure of confidential or proprietary information, we could incur liability which could materially affect our
results of operations.
Interruptions in the supply of product to franchisees and licensees could adversely affect our revenues.
In order to maintain quality-control standards and consistency among restaurants, we require through our franchise agreements
that our franchisees obtain food and other supplies from preferred suppliers approved in advance. In this regard, we and our
franchisees depend on a group of suppliers for ingredients, foodstuffs, beverages, and disposable serving instruments including,
but not limited to, Rich Products Corp., Dean Foods Co., The Coca-Cola Company, and Silver Pail Dairy, Ltd. as well as four
primary coffee roasters and two primary donut mix suppliers. In 2015, we and our franchisees purchased products from over
400 approved domestic suppliers, with approximately 12 of such suppliers providing half, based on dollar volume, of all
products purchased domestically. We look to approve multiple suppliers for most products, and require any single sourced
supplier, such as The Coca-Cola Company, to have contingency plans in place to ensure continuity of supply. In addition we
believe that, if necessary, we could obtain readily available alternative sources of supply for each product that we currently
source through a single supplier. To facilitate the efficiency of our franchisees’ supply chain, we have historically entered into
several preferred-supplier arrangements for particular food or beverage items.
The Dunkin’ Donuts system is supported domestically by the franchisee-owned purchasing and distribution cooperative known
as the National Distributor Commitment Program. We have a long-term agreement with the National DCP, LLC (the “NDCP”)
for the NDCP to provide substantially all of the goods needed to operate a Dunkin’ Donuts restaurant in the United States. The
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NDCP also supplies some international markets. The NDCP aggregates the franchisee demand, sends requests for proposals to
approved suppliers, and negotiates contracts for approved items. The NDCP also inventories the items in its seven regional
distribution centers and ships products to franchisees at least one time per week. We do not control the NDCP and have only
limited contractual rights under our agreement with the NDCP associated with supplier certification and quality assurance and
protection of our intellectual property. While the NDCP maintains contingency plans with its approved suppliers and has a
contingency plan for its own distribution function to restaurants, our franchisees bear risks associated with the timeliness,
solvency, reputation, labor relations, freight costs, price of raw materials, and compliance with health and safety standards of
each supplier (including those of our international joint ventures) including, but not limited to, risks associated with
contamination to food and beverage products. We have little control over such suppliers. Disruptions in these relationships may
reduce franchisee sales and, in turn, our royalty income.
Overall difficulty of suppliers (including those of certain international joint ventures) meeting franchisee product demand,
interruptions in the supply chain, obstacles or delays in the process of renegotiating or renewing agreements with preferred
suppliers, financial difficulties experienced by suppliers, or the deficiency, lack, or poor quality of alternative suppliers could
adversely impact franchisee sales which, in turn, would reduce our royalty income and could materially and adversely affect
our business and operating results.
We may not be able to recoup our expenditures on properties we sublease to franchisees.
In some locations, we may pay more rent and other amounts to third-party landlords under a prime lease than we receive from
the franchisee who subleases such property. Typically, our franchisees’ rent is based in part on a percentage of gross sales at the
restaurant, so a downturn in gross sales would negatively affect the level of the payments we receive. Additionally, pursuant to
the terms of certain prime leases we have entered into with third-party landlords, we may be required to construct or improve a
property, pay taxes, maintain insurance, and comply with building codes and other applicable laws. The subleases we enter into
with franchisees related to such properties typically pass through such obligations, but if a franchisee fails to perform the
obligations passed through to them, we will be required to perform those obligations, resulting in an increase in our leasing and
operational costs and expenses.
If the international markets in which we compete are affected by changes in political, social, legal, economic, or other
factors, our business and operating results may be materially and adversely affected.
As of December 26, 2015, we had 8,423 international restaurants located in 62 foreign countries. The international operations
of our franchisees may subject us to additional risks, which differ in each country in which our franchisees operate, and such
risks may negatively affect our business or result in a delay in or loss of royalty income to us.
The factors impacting the international markets in which restaurants are located may include:
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recessionary or expansive trends in international markets;
changes in foreign currency exchange rates and hyperinflation or deflation in the foreign countries in which we or our
international joint ventures operate;
the imposition of restrictions on currency conversion or the transfer of funds;
availability of credit for our franchisees, licensees, and our international joint ventures to finance the development of
new restaurants;
increases in the taxes paid and other changes in applicable tax laws;
legal and regulatory changes and the burdens and costs of local operators’ compliance with a variety of laws, including
trade restrictions and tariffs;
interruption of the supply of product;
increases in anti-American sentiment and the identification of the Dunkin’ Donuts brand and Baskin-Robbins brand as
American brands;
political and economic instability; and
natural disasters, terrorist threats and/or activities, and other calamities.
Any or all of these factors may reduce distributions from our international joint ventures or other international partners and/or
royalty income, which in turn may materially and adversely impact our business and operating results.
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Termination of an arrangement with a master franchisee could adversely impact our revenues.
Internationally, and in limited cases domestically, we enter into relationships with “master franchisees” to develop and operate
restaurants in defined geographic areas. Master franchisees are granted exclusivity rights with respect to larger territories than
the typical franchisees, and in particular cases, expansion after minimum requirements are met is subject to the discretion of the
master franchisee. In fiscal years 2015, 2014, and 2013, we derived approximately 14.8%, 15.7%, and 15.7%, respectively, of
our total revenues from master franchisee arrangements. The termination of an arrangement with a master franchisee or a lack
of expansion by certain master franchisees could result in the delay of the development of franchised restaurants, or an
interruption in the operation of one of our brands in a particular market or markets. Any such delay or interruption would result
in a delay in, or loss of, royalty income to us whether by way of delayed royalty income or delayed revenues from the sale of
ice cream and other products by us to franchisees internationally, or reduced sales. Any interruption in operations due to the
termination of an arrangement with a master franchisee similarly could result in lower revenues for us, particularly if we were
to determine to close restaurants following the termination of an arrangement with a master franchisee.
Fluctuations in exchange rates affect our revenues.
We are subject to inherent risks attributed to operating in a global economy. Most of our revenues, costs, and debts are
denominated in U.S. dollars. However, sales made by franchisees outside of the U.S. are denominated in the currency of the
country in which the point of distribution is located, and this currency could become less valuable prior to calculation of our
royalty payments in U.S. dollars as a result of exchange rate fluctuations. As a result, currency fluctuations could reduce our
royalty income. Unfavorable currency fluctuations could result in a reduction in our revenues. Income we earn from our joint
ventures is also subject to currency fluctuations. These currency fluctuations affecting our revenues and costs could adversely
affect our business and operating results.
Adverse public or medical opinions about the health effects of consuming our products, whether or not accurate, could
harm our brands and our business.
Some of our products contain caffeine, dairy products, sugar, other carbohydrates, fats and other active compounds, the health
effects of which are the subject of increasing public scrutiny, including the suggestion that excessive consumption of caffeine,
dairy products, sugar, other carbohydrates, fats and other active compounds can lead to a variety of adverse health effects.
There has also been greater public awareness that sedentary lifestyles, combined with excessive consumption of high-
carbohydrate, high-fat or high-calorie foods, have led to a rapidly rising rate of obesity. In the United States and certain other
countries, there is increasing consumer awareness of health risks, including obesity, as well as increased consumer litigation
based on alleged adverse health impacts of consumption of various food products. While we offer some healthier beverage and
food items, including reduced fat items and reduced sugar items, an unfavorable report on the health effects of caffeine or other
compounds present in our products, or negative publicity or litigation arising from other health risks such as obesity, could
significantly reduce the demand for our beverages and food products. A decrease in customer traffic as a result of these health
concerns or negative publicity could materially and adversely affect our brands and our business.
We may not be able to enforce payment of fees under certain of our franchise arrangements.
In certain limited instances, a franchisee may be operating a restaurant pursuant to an unwritten franchise arrangement. Such
circumstances may arise where a franchisee arrangement has expired and new or renewal agreements have yet to be executed
or where the franchisee has developed and opened a restaurant but has failed to memorialize the franchisor-franchisee
relationship in an executed agreement as of the opening date of such restaurant. In certain other limited instances, we may
allow a franchisee in good standing to operate domestically pursuant to franchise arrangements which have expired in their
normal course and have not yet been renewed. As of December 26, 2015, less than 1% of our restaurants were operating
without a written agreement. There is a risk that either category of these franchise arrangements may not be enforceable under
federal, state, or local laws and regulations prior to correction or if left uncorrected. In these instances, the franchise
arrangements may be enforceable on the basis of custom and assent of performance. If the franchisee, however, were to neglect
to remit royalty payments in a timely fashion, we may be unable to enforce the payment of such fees which, in turn, may
materially and adversely affect our business and operating results. While we generally require franchise arrangements in
foreign jurisdictions to be entered into pursuant to written franchise arrangements, subject to certain exceptions, some expired
contracts, letters of intent, or oral agreements in existence may not be enforceable under local laws, which could impair our
ability to collect royalty income, which in turn may materially and adversely impact our business and operating results.
Our business activities subject us to litigation risk that could affect us adversely by subjecting us to significant money
damages and other remedies or by increasing our litigation expense.
In the ordinary course of business, we are the subject of complaints or litigation from franchisees, usually related to alleged
-18-
breaches of contract or wrongful termination under the franchise arrangements. In addition, we are, from time to time, the
subject of complaints or litigation from customers alleging illness, injury, or other food-quality, health, or operational concerns
and from suppliers alleging breach of contract. We may also be subject to employee claims based on, among other things,
discrimination, harassment, or wrongful termination. Finally, litigation against a franchisee or its affiliates by third parties,
whether in the ordinary course of business or otherwise, may include claims against us by virtue of our relationship with the
defendant-franchisee. In addition to decreasing the ability of a defendant-franchisee to make royalty payments and diverting
management resources, adverse publicity resulting from such allegations may materially and adversely affect us and our
brands, regardless of whether such allegations are valid or whether we are liable. Our international operations may be subject to
additional risks related to litigation, including difficulties in enforcement of contractual obligations governed by foreign law
due to differing interpretations of rights and obligations, compliance with multiple and potentially conflicting laws, new and
potentially untested laws and judicial systems, and reduced or diminished protection of intellectual property. A substantial
unsatisfied judgment against us or one of our subsidiaries could result in bankruptcy, which would materially and adversely
affect our business and operating results.
Our business is subject to various laws and regulations and changes in such laws and regulations, and/or failure to comply
with existing or future laws and regulations, could adversely affect us.
We are subject to state franchise registration requirements, the rules and regulations of the Federal Trade Commission (the
“FTC”), various state laws regulating the offer and sale of franchises in the United States through the provision of franchise
disclosure documents containing certain mandatory disclosures, and certain rules and requirements regulating franchising
arrangements in foreign countries. Although we believe that the Franchisors’ Franchise Disclosure Documents, together with
any applicable state-specific versions or supplements, and franchising procedures that we use comply in all material respects
with both the FTC guidelines and all applicable state laws regulating franchising in those states in which we offer new
franchise arrangements, noncompliance could reduce anticipated royalty income, which in turn may materially and adversely
affect our business and operating results.
Our franchisees are subject to various existing U.S. federal, state, local, and foreign laws affecting the operation of the
restaurants including various health, sanitation, fire, and safety standards. Franchisees may in the future become subject to
regulation (or further regulation) seeking to tax or regulate high-fat foods, to limit the serving size of beverages containing
sugar, to ban the use of certain packaging materials (including polystyrene used in the iconic Dunkin’ Donuts cup), or requiring
the display of detailed nutrition information. Each of these regulations would be costly to comply with and/or could result in
reduced demand for our products.
In connection with the continued operation or remodeling of certain restaurants, franchisees may be required to expend funds to
meet U.S. federal, state, and local and foreign regulations. Difficulties in obtaining, or the failure to obtain, required licenses or
approvals could delay or prevent the opening of a new restaurant in a particular area or cause an existing restaurant to cease
operations. All of these situations would decrease sales of an affected restaurant and reduce royalty payments to us with respect
to such restaurant.
The franchisees are also subject to the Fair Labor Standards Act of 1938, as amended, and various other laws in the United
States and in foreign countries governing such matters as minimum-wage requirements, overtime and other working conditions,
and citizenship requirements. A significant number of our franchisees’ food-service employees are paid at rates related to the
U.S. federal minimum wage and applicable minimum wages in foreign jurisdictions and past increases in the U.S. federal
minimum wage and foreign jurisdiction minimum wage have increased labor costs, as would future such increases. Any
increases in labor costs might result in franchisees inadequately staffing restaurants. Understaffed restaurants could reduce sales
at such restaurants, decrease royalty payments, and adversely affect our brands. Evolving labor and employment laws, rules and
regulations could also result in increased exposure on the part of Dunkin’ Brands’ for labor and employment related liabilities
that have historically been borne by franchisees.
Our and our franchisees’ operations and properties are subject to extensive U.S. federal, state, and local laws and regulations,
including those relating to environmental, building, and zoning requirements. Our development of properties for leasing or
subleasing to franchisees depends to a significant extent on the selection and acquisition of suitable sites, which are subject to
zoning, land use, environmental, traffic, and other regulations and requirements. Failure to comply with legal requirements
could result in, among other things, revocation of required licenses, administrative enforcement actions, fines, and civil and
criminal liability. We may incur investigation, remediation, or other costs related to releases of hazardous materials or other
environmental conditions at our properties, regardless of whether such environmental conditions were created by us or a third
party, such as a prior owner or tenant. We have incurred costs to address soil and groundwater contamination at some sites, and
continue to incur nominal remediation costs at some of our other locations. If such issues become more expensive to address, or
if new issues arise, they could increase our expenses, generate negative publicity, or otherwise adversely affect us.
-19-
We are subject to a variety of additional risks associated with our franchisees.
Our franchise system subjects us to a number of additional risks, any one of which may impact our ability to collect royalty
payments from our franchisees, may harm the goodwill associated with our brands, and/or may materially and adversely impact
our business and results of operations.
Bankruptcy of U.S. Franchisees. A franchisee bankruptcy could have a substantial negative impact on our ability to collect
payments due under such franchisee’s franchise arrangements and, to the extent such franchisee is a lessee pursuant to a
franchisee lease/sublease with us, payments due under such franchisee lease/sublease. In a franchisee bankruptcy, the
bankruptcy trustee may reject its franchise arrangements and/or franchisee lease/sublease pursuant to Section 365 under the
United States bankruptcy code, in which case there would be no further royalty payments and/or franchisee lease/sublease
payments from such franchisee, and there can be no assurance as to the proceeds, if any, that may ultimately be recovered in a
bankruptcy proceeding of such franchisee in connection with a damage claim resulting from such rejection.
Franchisee Changes in Control. The franchise arrangements prohibit “changes in control” of a franchisee without our consent
as the franchisor, except in the event of the death or disability of a franchisee (if a natural person) or a principal of a franchisee
entity. In such event, the executors and representatives of the franchisee are required to transfer the relevant franchise
arrangements to a successor franchisee approved by the franchisor. There can be, however, no assurance that any such
successor would be found or, if found, would be able to perform the former franchisee’s obligations under such franchise
arrangements or successfully operate the restaurant. If a successor franchisee is not found, or if the successor franchisee that is
found is not as successful in operating the restaurant as the then-deceased or disabled franchisee or franchisee principal, the
sales of the restaurant could be adversely affected.
Franchisee Insurance. The franchise arrangements require each franchisee to maintain certain insurance types and levels.
Certain extraordinary hazards, however, may not be covered, and insurance may not be available (or may be available only at
prohibitively expensive rates) with respect to many other risks. Moreover, any loss incurred could exceed policy limits and
policy payments made to franchisees may not be made on a timely basis. Any such loss or delay in payment could have a
material and adverse effect on a franchisee’s ability to satisfy its obligations under its franchise arrangement, including its
ability to make royalty payments.
Some of Our Franchisees are Operating Entities. Franchisees may be natural persons or legal entities. Our franchisees that are
operating companies (as opposed to limited purpose entities) are subject to business, credit, financial, and other risks, which
may be unrelated to the operations of the restaurants. These unrelated risks could materially and adversely affect a franchisee
that is an operating company and its ability to make its royalty payments in full or on a timely basis, which in turn could
materially and adversely affect our business and operating results.
Franchise Arrangement Termination; Nonrenewal. Each franchise arrangement is subject to termination by us as the franchisor
in the event of a default, generally after expiration of applicable cure periods, although under certain circumstances a franchise
arrangement may be terminated by us upon notice without an opportunity to cure. The default provisions under the franchise
arrangements are drafted broadly and include, among other things, any failure to meet operating standards and actions that may
threaten our licensed intellectual property.
In addition, each franchise agreement has an expiration date. Upon the expiration of the franchise arrangement, we or the
franchisee may, or may not, elect to renew the franchise arrangements. If the franchisee arrangement is renewed, the franchisee
will receive a “successor” franchise arrangement for an additional term. Such option, however, is contingent on the franchisee’s
execution of the then-current form of franchise arrangements (which may include increased royalty payments, advertising fees,
and other costs), the satisfaction of certain conditions (including modernization of the restaurant and related operations), and
the payment of a renewal fee. If a franchisee is unable or unwilling to satisfy any of the foregoing conditions, the expiring
franchise arrangements will terminate upon expiration of the term of the franchise arrangements.
Product Liability Exposure. We require franchisees to maintain general liability insurance coverage to protect against the risk of
product liability and other risks and demand strict franchisee compliance with health and safety regulations. However,
franchisees may receive through the supply chain (from central manufacturing locations (“CMLs”), NDCP, or otherwise), or
produce defective food or beverage products, which may adversely impact our brands’ goodwill.
Americans with Disabilities Act. Restaurants located in the United States must comply with Title III of the Americans with
Disabilities Act of 1990, as amended (the “ADA”). Although we believe newer restaurants meet the ADA construction
standards and, further, that franchisees have historically been diligent in the remodeling of older restaurants, a finding of
noncompliance with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants,
or additional capital expenditures to remedy such noncompliance. Any imposition of injunctive relief, fines, damage awards, or
capital expenditures could adversely affect the ability of a franchisee to make royalty payments, or could generate negative
publicity, or otherwise adversely affect us.
-20-
Franchisee Litigation. Franchisees are subject to a variety of litigation risks, including, but not limited to, customer claims,
personal-injury claims, environmental claims, employee allegations of improper termination and discrimination, claims related
to violations of the ADA, religious freedom, the Fair Labor Standards Act, the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), and intellectual-property claims. Each of these claims may increase costs and limit the funds
available to make royalty payments and reduce the execution of new franchise arrangements.
Potential Conflicts with Franchisee Organizations. Although we believe our relationship with our franchisees is open and
strong, the nature of the franchisor-franchisee relationship can give rise to conflict. In the U.S., our approach is collaborative in
that we have established district advisory councils, regional advisory councils, and a national brand advisory council for each
of the Dunkin’ Donuts brand and the Baskin-Robbins brand. The councils are comprised of franchisees, brand employees, and
executives, and they meet to discuss the strengths, weaknesses, challenges, and opportunities facing the brands as well as the
rollout of new products and projects. Internationally, our operations are primarily conducted through joint ventures with local
licensees, so our relationships are conducted directly with our licensees rather than separate advisory committees. No material
disputes with franchisee organizations exist in the United States or internationally at this time.
Failure to retain our existing senior management team or the inability to attract and retain new qualified personnel could
hurt our business and inhibit our ability to operate and grow successfully.
Our success will continue to depend to a significant extent on our executive management team and the ability of other key
management personnel to replace executives who retire or resign. We may not be able to retain our executive officers and key
personnel or attract additional qualified management personnel to replace executives who retire or resign. Failure to retain our
leadership team and attract and retain other important personnel could lead to ineffective management and operations, which
could materially and adversely affect our business and operating results.
Unforeseen weather or other events, including terrorist threats or activities, may disrupt our business.
Unforeseen events, including war, terrorism, and other international, regional, or local instability or conflicts (including labor
issues), embargos, public health issues (including tainted food, food-borne illnesses, food tampering, or water supply or
widespread/pandemic illness such as Ebola, the avian or H1N1 flu, MERS), and natural disasters such as earthquakes,
tsunamis, hurricanes, or other adverse weather and climate conditions, whether occurring in the U.S. or abroad, could disrupt
our operations or that of our franchisees or suppliers; or result in political or economic instability. These events could reduce
traffic in our restaurants and demand for our products; make it difficult or impossible for our franchisees to receive products
from their suppliers; disrupt or prevent our ability to perform functions at the corporate level; and/or otherwise impede our or
our franchisees’ ability to continue business operations in a continuous manner consistent with the level and extent of business
activities prior to the occurrence of the unexpected event or events, which in turn may materially and adversely impact our
business and operating results.
Risks related to our common stock
Our stock price could be extremely volatile and, as a result, you may not be able to resell your shares at or above the price
you paid for them.
Since our initial public offering in July 2011, the price of our common stock, as reported by NASDAQ, has ranged from a low
of $23.24 on December 15, 2011 to a high of $56.79 on July 14, 2015. In addition, the stock market in general has been highly
volatile. As a result, the market price of our common stock is likely to be similarly volatile, and investors in our common stock
may experience a decrease, which could be substantial, in the value of their stock, including decreases unrelated to our
operating performance or prospects, and could lose part or all of their investment. The price of our common stock could be
subject to wide fluctuations in response to a number of factors, including those described elsewhere in this report and others
such as:
•
•
•
•
•
•
variations in our operating performance and the performance of our competitors;
actual or anticipated fluctuations in our quarterly or annual operating results;
publication of research reports by securities analysts about us, our competitors, or our industry;
our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may
give to the market;
additions and departures of key personnel;
strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic
investments, or changes in business strategy;
-21-
•
•
•
•
•
•
the passage of legislation or other regulatory developments affecting us or our industry;
speculation in the press or investment community;
changes in accounting principles;
terrorist acts, acts of war, or periods of widespread civil unrest;
natural disasters and other calamities; and
changes in general market and economic conditions.
As we operate in a single industry, we are especially vulnerable to these factors to the extent that they affect our industry, our
products, or to a lesser extent our markets. In the past, securities class action litigation has often been initiated against
companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert
our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to
settle litigation.
Provisions in our charter documents and Delaware law may deter takeover efforts that you feel would be beneficial to
stockholder value.
Our certificate of incorporation and bylaws and Delaware law contain provisions which could make it harder for a third party to
acquire us, even if doing so might be beneficial to our stockholders. These provisions include a classified board of directors and
limitations on actions by our stockholders. In addition, our board of directors has the right to issue preferred stock without
stockholder approval that could be used to dilute a potential hostile acquirer. Our certificate of incorporation also imposes some
restrictions on mergers and other business combinations between us and a holder of 15% or more of our outstanding common
stock. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these
protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our corporate headquarters, located in Canton, Massachusetts, houses substantially all of our executive management and
employees who provide our primary corporate support functions: legal, marketing, technology, human resources, public
relations, financial and research and development.
As of December 26, 2015, we owned 94 properties and leased 911 locations across the U.S. and Canada, a majority of which
we leased or subleased to franchisees. For fiscal year 2015, we generated 12.4%, or $100.4 million, of our total revenue from
rental fees from franchisees who lease or sublease their properties from us.
The remaining balance of restaurants selling our products are situated on real property owned by franchisees or leased directly
by franchisees from third-party landlords. All international restaurants (other than 11 located in Canada) are owned by licensees
and their sub-franchisees or leased by licensees and their sub-franchisees directly from a third-party landlord.
-22-
Nearly 100% of Dunkin’ Donuts and Baskin-Robbins restaurants are owned and operated by franchisees. We have construction
and site management personnel who oversee the construction of restaurants by outside contractors. The restaurants are built to
our specifications as to exterior style and interior decor. As of December 26, 2015, there were 11,750 Dunkin’ Donuts points of
distribution, operating in 41 states and the District of Columbia in the U.S. and 42 foreign countries. Baskin-Robbins points of
distribution totaled 7,607, operating in 43 states and the District of Columbia in the U.S. and 47 foreign countries. All but 49 of
the Dunkin’ Donuts and Baskin-Robbins points of distribution were franchisee-owned. The following table illustrates domestic
and international points of distribution by brand and whether they are operated by the Company or our franchisees as of
December 26, 2015.
Dunkin’ Donuts—US*
Dunkin’ Donuts—International
Total Dunkin’ Donuts*
Baskin-Robbins—US*
Baskin-Robbins—International
Total Baskin-Robbins*
Total US
Total International
Franchised points of
distribution
Company-operated
points of distribution
8,392
3,319
11,711
2,493
5,104
7,597
10,885
8,423
39
—
39
10
—
10
49
—
*
Combination restaurants, as more fully described below, count as both a Dunkin’ Donuts and a Baskin-Robbins point of
distribution.
Dunkin’ Donuts and Baskin-Robbins restaurants operate in a variety of formats. Dunkin’ Donuts traditional restaurant formats
include free standing restaurants, end-caps (i.e., end location of a larger multi-store building), and gas and convenience
locations. A free-standing building typically ranges in size from 1,200 to 2,500 square feet, and may include a drive-thru
window. An end-cap typically ranges in size from 1,000 to 2,000 square feet and may include a drive-thru window. Dunkin’
Donuts also has other restaurants designed to fit anywhere, consisting of small full-service restaurants and/or self-serve kiosks
in offices, hospitals, colleges, airports, grocery stores, and drive-thru-only units on smaller pieces of property (collectively
referred to as alternative points of distributions or “APODs”). APODs typically range in size between 400 to 1,800 square feet.
The majority of our Dunkin’ Donuts restaurants have their fresh baked goods delivered to them from franchisee-owned and -
operated CMLs.
Baskin-Robbins traditional restaurant formats include free standing restaurants and end-caps. A free-standing building typically
ranges in size from 600 to 1,200 square feet, and may include a drive-thru window. An end-cap typically ranges in size from
800 to 1,200 square feet and may include a drive-thru window. We also have other restaurants, consisting of small full-service
restaurants and/or self-serve kiosks (collectively referred to as APODs). APODs typically range in size between 400 to 1,000
square feet.
In the U.S., Baskin-Robbins can also be found in 1,241 combination restaurants (“combos”) that also include a Dunkin’ Donuts
restaurant, and are typically either free-standing or an end-cap. These combos, which we count as both a Dunkin’ Donuts and a
Baskin-Robbins point of distribution, typically range from 1,400 to 3,500 square feet.
Of the 9,654 U.S. franchised locations, 86 were sites owned by the Company and leased to franchisees, 856 were leased by us,
and in turn, subleased to franchisees, with the remainder either owned or leased directly by the franchisee. Our land or land and
building leases are generally for terms of ten years to twenty years, and often have one or more five-year or ten-year renewal
options. In certain lease agreements, we have the option to purchase, or the right of first refusal to purchase, the real estate.
Certain leases require the payment of additional rent equal to a percentage of annual sales in excess of specified amounts.
Of the sites owned or leased by the Company in the U.S., 14 are locations that no longer have a Dunkin’ Donuts or Baskin-
Robbins restaurant (“surplus properties”). Some of these surplus properties have been sublet to other parties while the
remaining are currently vacant.
We have 9 surplus leased franchised restaurant properties in the U.S. We also have leased office space in Brazil, China, Dubai,
and the United Kingdom.
-23-
The following table sets forth the Company’s owned and leased office and training facilities, including the approximate square
footage of each facility. None of these owned properties, or the Company’s leasehold interest in leased property, is encumbered
by a mortgage.
Location
Canton, MA
Braintree, MA (training facility)
Burbank, CA (training facility)
Dubai, United Arab Emirates (regional office space)
Shanghai, China (regional office spaces)
Various (regional sales offices)
Item 3. Legal Proceedings.
Type
Owned/Leased
Approximate Sq. Ft.
Office
Office
Office
Office
Office
Office
Leased
Owned
Leased
Leased
Leased
175,000
15,000
19,000
3,200
1,700
Leased Range of 150 to 300
In May 2003, a group of Dunkin’ Donuts franchisees from Quebec, Canada filed a lawsuit against the Company on a variety of
claims, including but not limited to, alleging that the Company breached its franchise agreements and provided inadequate
management and support to Dunkin’ Donuts franchisees in Quebec (“Bertico litigation”). In June 2012, the Quebec Superior
Court found for the plaintiffs and issued a judgment against the Company in the amount of approximately C$16.4 million, plus
costs and interest, representing loss in value of the franchises and lost profits. The Company appealed the decision, and in April
2015, the Quebec Court of Appeals (Montreal) ruled to reduce the damages to approximately C$10.9 million, plus costs and
interest. Similar claims have also been made against the Company by other former Dunkin’ Donuts franchisees in Canada. As a
result of the Bertico litigation appellate ruling and assessment of similar claims, during the first quarter of fiscal year 2015, the
Company reduced its aggregate legal reserves for the Bertico litigation and similar claims by approximately $2.8 million
resulting in an estimated liability of $18.1 million million as of December 26, 2015. The Company has sought leave to appeal
with the Supreme Court of Canada in the Bertico litigation.
In addition, the Company is engaged in several matters of litigation arising in the ordinary course of its business as a franchisor.
Such matters include disputes related to compliance with the terms of franchise and development agreements, including claims
or threats of claims of breach of contract, negligence, and other alleged violations by the Company.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Our common stock has been listed on the NASDAQ Global Select Market under the symbol “DNKN” since July 27, 2011.
Prior to that time, there was no public market for our common stock. The following table sets forth for the periods indicated the
high and low sale prices of our common stock on the NASDAQ Global Select Market.
Fiscal Quarter
2015
Fourth Quarter (13 weeks ended December 26, 2015)
Third Quarter (13 weeks ended September 26, 2015)
Second Quarter (13 weeks ended June 27, 2015)
First Quarter (13 weeks ended March 28, 2015)
2014
Fourth Quarter (13 weeks ended December 27, 2014)
Third Quarter (13 weeks ended September 27, 2014)
Second Quarter (13 weeks ended June 28, 2014)
First Quarter (13 weeks ended March 29, 2014)
On February 17, 2016, we had 875 holders of record of our common stock.
-24-
High
Low
$
$
$
$
$
$
$
$
50.17
56.79
55.60
48.69
49.00
47.94
50.99
53.05
$
$
$
$
$
$
$
$
39.29
46.50
46.89
41.72
41.55
40.50
43.18
45.43
Dividend policy
During fiscal years 2015 and 2014, the Company paid dividends on common stock as follows:
Fiscal year 2015:
First quarter
Second quarter
Third quarter
Fourth quarter
Fiscal year 2014:
First quarter
Second quarter
Third quarter
Fourth quarter
Dividend per
share
Total amount
(in thousands)
Payment date
$
$
$
$
$
$
$
$
0.265
0.265
0.265
0.265
0.23
0.23
0.23
0.23
$
$
$
$
$
$
$
$
25,688
25,127
25,197
24,504
24,520
24,239
23,997
24,019
March 18, 2015
June 17, 2015
September 2, 2015
December 2, 2015
March 19, 2014
June 4, 2014
September 3, 2014
December 3, 2014
On February 4, 2016, we announced that our board of directors approved an increase to the next quarterly dividend to $0.30 per
share of common stock payable March 16, 2016.
We currently anticipate continuing the payment of quarterly cash dividends. The actual amount of such dividends will depend
upon future earnings, results of operations, capital requirements, our financial condition and certain other factors. There can be
no assurance as to the amount of free cash flow that we will generate in future years and, accordingly, dividends will be
considered after reviewing returns to shareholders, profitability expectations and financing needs and will be declared at the
discretion of our board of directors.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table contains information regarding purchases of our common stock made during the quarter ended
December 26, 2015 by or on behalf of Dunkin’ Brands Group, Inc. or any “affiliated purchaser,” as defined by Rule 10b-18(a)
(3) of the Securities Exchange Act of 1934:
Issuer Purchases of Equity Securities
Total Number
of Shares
Purchased
Average Price
Paid Per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Approximate
Dollar Value of
Shares that
May Yet be
Purchased
Under the Plans
or Programs
2,527,167
$
39.57
2,527,167
$
75,007,402
—
—
—
—
—
—
75,007,402
75,007,402
Period
09/27/15 - 10/24/15
10/25/15 - 11/28/15
11/29/15 - 12/26/15
Total
2,527,167
$
39.57
2,527,167
On January 26, 2015, our board of directors approved a share repurchase program of up to $700.0 million of outstanding shares
of our common stock. Under the program, purchases may be made in the open market or in privately negotiated transactions
from time to time subject to market conditions. On February 4, 2016, our board of directors increased the availability under the
existing share repurchase program to $200.0 million of outstanding shares of our common stock. This repurchase authorization
expires two years from the date of such increase.
On October 22, 2015, the Company entered into an accelerated share repurchase agreement (the "October ASR Agreement")
with a third-party financial institution. Pursuant to the terms of the October ASR Agreement, the Company paid the financial
institution $125.0 million from cash on hand and received an initial delivery of 2,527,167 shares of the Company’s common
stock in October 2015, representing an estimate of 80% of the total shares expected to be delivered under the October ASR
Agreement. Upon the final settlement of the October ASR Agreement, subsequent to fiscal year 2015, the Company received an
-25-
additional delivery of 483,913 shares of its common stock based on a weighted average cost per share of $41.51 over the term
of the October ASR Agreement.
On February 4, 2016, the Company entered into an accelerated share repurchase agreement (the "February 2016 ASR
Agreement") with a third-party financial institution. Pursuant to the terms of the February 2016 ASR Agreement, the Company
paid the financial institution $30.0 million from cash on hand and received an initial delivery of 553,506 shares of the
Company’s common stock on February 9, 2016, representing an estimate of 80% of the total shares expected to be delivered
under the February 2016 ASR Agreement. At settlement, the financial institution may be required to deliver additional shares of
common stock to the Company or, under certain circumstances, the Company may be required to deliver shares of its common
stock or may elect to make a cash payment to the financial institution. Final settlement of the February 2016 ASR Agreement is
expected to be completed in the first quarter of fiscal year 2016.
Securities authorized for issuance under our equity compensation plans
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security
holders
TOTAL
(a)
(b)
(c)
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights(1)
5,528,611
Weighted-average
exercise price of
outstanding options,
warrants and rights(2)
34.69
$
—
5,528,611
$
—
34.69
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))(3)
6,698,945
—
6,698,945
(1)Consists of 5,369,199 shares issuable upon exercise of outstanding options and 159,412 shares issuable upon vesting of
outstanding restricted stock units under approved plans.
(2)The weighted-average exercise price takes into account 159,412 shares under approved plans issuable upon vesting of
outstanding restricted stock units, which have no exercise price. The weighted average exercise price solely with respect to
stock options outstanding under the approved plans is $35.72.
(3)Consists of 6,198,945 shares remaining available for issuance under the Company's 2015 Omnibus Long-Term Incentive Plan
and 500,000 shares remaining available for issuance under the Company's employee stock purchase plan.
-26-
Performance Graph
The following graph depicts the total return to shareholders from July 27, 2011, the date our common stock became listed on
the NASDAQ Global Select Market, through December 26, 2015, relative to the performance of the Standard & Poor’s 500
Index and the Standard & Poor’s 500 Consumer Discretionary Sector, a peer group. The graph assumes an investment of $100
in our common stock and each index on July 27, 2011 and the reinvestment of dividends paid since that date. The stock price
performance shown in the graph is not necessarily indicative of future price performance.
Dunkin’ Brands Group, Inc. (DNKN)
S&P 500
S&P Consumer Discretionary
7/27/2011
$ 100.00 $
12/31/2011 12/29/2012 12/28/2013 12/27/2014 12/26/2015
99.92 $ 132.02 $ 198.43 $ 179.51 $ 183.49
$ 100.00 $
94.42 $ 105.29 $ 138.25 $ 156.83 $ 154.74
$ 100.00 $
95.65 $ 114.27 $ 163.04 $ 177.64 $ 193.22
-27-
Item 6. Selected Financial Data.
The following table sets forth our selected historical consolidated financial and other data, and 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 related notes thereto appearing elsewhere in this Annual Report on Form 10-K. The selected historical
financial data has been derived from our audited consolidated financial statements. Historical results are not necessarily
indicative of the results to be expected for future periods. The data in the following table related to adjusted operating income,
adjusted net income, points of distribution, comparable store sales growth, franchisee-reported sales, company-operated POD
sales by brand, and systemwide sales growth are unaudited for all periods presented. The data for fiscal year 2011 reflects the
results of operations for a 53-week period. All other periods presented reflect the results of operations for 52-week periods.
2015
2014
Fiscal Year
2013
2012
2011
($ in thousands, except per share data)
Consolidated Statements of Operations
Data:
Franchise fees and royalty income
$
513,222
Rental income
Sales of ice cream and other products(1)
Sales at company-operated restaurants
Other revenues(1)
Total revenues
Amortization of intangible assets
Other operating costs and expenses(2)(3)
Total operating costs and expenses
Net income (loss) of equity method
investments(4)
Other operating income, net
Operating income
Interest expense, net
Loss on debt extinguishment and refinancing
transactions
Other gains (losses), net
Income before income taxes
100,422
115,252
28,340
53,697
810,933
24,688
426,363
451,051
(41,745)
1,430
319,567
(96,341)
(20,554)
(1,084)
201,588
Net income attributable to Dunkin’ Brands $
105,227
Earnings (loss) per share:
Class L—basic and diluted
Common—basic
Common—diluted
$
n/a
1.10
1.08
482,329
97,663
117,484
22,206
29,027
748,709
25,760
406,775
432,535
14,846
7,838
338,858
(67,824)
(13,735)
(1,566)
255,733
176,357
n/a
1.67
1.65
453,976
96,082
112,276
24,976
26,530
713,840
26,943
409,688
436,631
18,370
9,157
304,736
(79,831)
(5,018)
(1,799)
218,088
146,903
n/a
1.38
1.36
418,940
96,816
94,659
22,922
24,844
658,181
26,943
416,469
443,412
22,351
2,309
239,429
(73,488)
(3,963)
23
162,001
108,308
n/a
0.94
0.93
398,474
92,145
100,068
12,154
25,357
628,198
28,025
392,448
420,473
(3,475)
1,059
205,309
(104,449)
(34,222)
175
66,813
34,442
6.14
(1.41)
(1.41)
-28-
Consolidated Balance Sheet Data:
Total cash, cash equivalents, and restricted cash
Total assets(5)
Total debt(5)(6)
Total liabilities(5)
Total stockholders’ equity (deficit)
Other Financial Data:
Capital expenditures
Adjusted operating income(7)
Adjusted net income(7)
Points of Distribution(8):
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Total points of distribution
Comparable Store Sales Growth (Decline):
Dunkin’ Donuts U.S.(9)
Dunkin’ Donuts International(10)
Baskin-Robbins U.S.(9)
Baskin-Robbins International(10)
Franchisee-Reported Sales ($ in millions)(11):
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Total franchisee-reported sales
Fiscal Year
2015
2014
2013
2012
2011
($ in thousands, except per share data or as otherwise noted)
$ 333,115
3,197,119
2,453,643
3,417,862
208,358
3,124,400
1,807,556
2,749,450
(220,743)
367,959
$ 30,246
400,477
187,893
23,638
365,956
186,113
8,431
3,319
2,503
5,104
8,082
3,228
2,484
5,068
257,238
3,172,653
1,811,798
2,760,365
407,358
31,099
340,396
165,761
7,677
3,181
2,467
4,833
252,985
246,984
3,153,568
3,150,234
1,832,581
1,445,848
2,803,593
2,404,298
349,975
745,936
22,398
307,157
149,700
18,596
270,740
101,744
7,306
3,043
2,463
4,556
7,015
2,871
2,493
4,217
19,357
18,862
18,158
17,368
16,596
1.4 %
0.5 %
6.1 %
(1.9)%
1.7 %
(2.0)%
4.9 %
(1.2)%
3.3 %
(0.4)%
1.0 %
1.9 %
4.1%
2.0%
4.0%
2.8%
5.1%
n/a
0.6%
n/a
$ 7,595.8
7,154.2
6,717.5
6,242.0
5,919.2
678.4
582.3
1,284.7
$ 10,141.2
701.8
543.1
1,352.2
9,751.3
683.6
513.3
1,362.0
9,276.4
24.6
0.4
7.6 %
3.1 %
0.7 %
0.4 %
5.8 %
663.2
509.3
1,356.8
8,771.3
636.7
501.7
1,286.3
8,343.9
22.2
0.7
5.6%
4.2%
1.5%
5.5%
5.2%
11.6
0.5
9.4%
9.1%
0.2%
11.7%
9.1%
Company-Operated POD Sales ($ in millions)(12):
Dunkin’ Donuts U.S.
$
Baskin-Robbins U.S.
Systemwide Sales Growth (Decline)(13):
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Total systemwide sales growth
26.9
1.4
6.2 %
(3.3)%
7.3 %
(5.0)%
4.1 %
21.3
0.9
6.4 %
2.7 %
5.9 %
(0.7)%
5.1 %
(1)
(2)
(3)
Sales of ice cream and other products includes sales of products sold to Dunkin' Donuts International franchisees that
have historically been included in other revenues. Sales from these transactions were reclassified for all prior periods
presented to conform to the current period presentation.
Includes management fees paid to our former private equity owners of $16.4 million for fiscal year 2011, under a
management agreement, which was terminated in connection with our IPO.
Fiscal year 2012 includes a $20.7 million incremental legal reserve recorded in the second quarter related to the
Quebec Superior Court’s ruling in the Bertico litigation, in which the Court found for the Plaintiffs and issued a
judgment against Dunkin’ Brands in the amount of approximately C$16.4 million, plus costs and interest. Fiscal year
2015 includes a net reduction to legal reserves for the Bertico litigation and related matters of $2.8 million, as a result
-29-
(4)
(5)
(6)
(7)
of the Quebec Court of Appeals (Montreal) ruling to reduce the damages assessed against the Company in the Bertico
litigation from approximately C$16.4 million to approximately C$10.9 million, plus costs and interest.
Fiscal years 2015 and 2011 include impairments of our equity method investments in Japan and South Korea joint
ventures of $54.3 million and $19.8 million, respectively.
As a result of the adoption of new accounting standards, deferred income tax assets that have historically been
included in current assets have been reclassified to other assets and long-term liabilities. Additionally, debt issuance
costs that have historically been included in long-term assets have been reclassified to long-term debt. All prior
periods presented have been revised to conform to the current period presentation.
Includes capital lease obligations of $8.0 million, $8.1 million, $7.4 million, $7.6 million, and $5.2 million as
of December 26, 2015, December 27, 2014, December 28, 2013, December 29, 2012, and December 31, 2011,
respectively.
Adjusted operating income and adjusted net income are non-GAAP measures reflecting operating income and net
income adjusted for amortization of intangible assets, long-lived asset impairments, impairment of joint ventures, and
other non-recurring, infrequent, or unusual charges, net of the tax impact of such adjustments in the case of adjusted
net income. The Company uses adjusted operating income and adjusted net income as key performance measures for
the purpose of evaluating performance internally. We also believe adjusted operating income and adjusted net income
provide our investors with useful information regarding our historical operating results. These non-GAAP
measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Use of
the terms adjusted operating income and adjusted net income may differ from similar measures reported by other
companies. Adjusted operating income and adjusted net income are reconciled from operating income and net income,
respectively, determined under GAAP as follows:
-30-
Operating income
Adjustments:
Amortization of other intangible assets
Long-lived asset impairment charges
Third-party product volume guarantee
Sponsor termination fee
Secondary offering costs
Peterborough plant closure(a)
Transaction costs(b)
Japan joint venture impairment, net(c)
South Korea joint venture impairment, net(d)
Bertico litigation(e)
Adjusted operating income
Net income attributable to Dunkin’ Brands
Adjustments:
Amortization of other intangible assets
Long-lived asset impairment charges
Third-party product volume guarantee
Sponsor termination fee
Secondary offering costs
Peterborough plant closure(a)
Transaction costs(b)
Japan joint venture impairment, net(c)
South Korea joint venture impairment, net(d)
Bertico litigation(e)
Loss on debt extinguishment and
refinancing transactions
Tax impact of adjustments, excluding
Bertico litigation(f)
Tax impact of Bertico adjustment(g)
Income tax audit settlements(h)
Tax impact of legal entity conversion(i)
State tax apportionment(j)
Fiscal Year
2015
2014
2013
2012
2011
(Unaudited, $ in thousands)
$
319,567
338,858
304,736
239,429
205,309
24,688
623
—
—
—
4,075
424
53,853
—
(2,753)
400,477
25,760
1,484
(300)
—
—
—
154
—
—
—
26,943
563
7,500
—
—
654
—
—
—
—
365,956
340,396
26,943
1,278
—
—
4,783
14,044
—
—
—
20,680
307,157
28,025
2,060
—
14,671
1,899
—
—
—
18,776
—
270,740
105,227
176,357
146,903
108,308
34,442
$
$
24,688
623
—
—
—
4,075
424
53,853
—
(2,753)
25,760
1,484
(300)
—
—
—
154
—
—
—
26,943
563
7,500
—
—
654
—
—
—
—
26,943
1,278
—
—
4,783
14,044
—
—
—
20,680
28,025
2,060
—
14,671
1,899
—
—
—
18,776
—
20,554
13,735
5,018
3,963
34,222
(19,044)
—
—
246
—
(16,333)
—
(6,717)
(8,541)
514
(16,271)
—
(8,417)
—
2,868
165,761
(20,404)
(3,980)
(10,514)
—
4,599
149,700
(32,351)
—
—
—
—
101,744
Adjusted net income
$
187,893
186,113
(a)
(b)
(c)
For fiscal year 2012, the adjustment includes $3.4 million of severance and other payroll-related costs, $4.2 million of
accelerated depreciation, $2.7 million of incremental costs of ice cream products, and $1.6 million of other transition-
related costs incurred related to the closure of the Baskin-Robbins ice cream manufacturing plant in Peterborough,
Canada. The amount for fiscal year 2012 also reflects the one-time delay in revenue recognition, net of related cost of ice
cream and other products, related to the shift in manufacturing to Dean Foods of $2.1 million. For fiscal year 2013, the
adjustment represents transition-related general and administrative costs incurred related to the plant closure, such as
information technology integration, project management, and transportation costs. For fiscal year 2015, the adjustment
represents costs incurred related to the final settlement of the Canadian pension plan as a result of the plant closure.
Represents non-capitalizable costs incurred in connection with obtaining a new securitized financing facility, which was
completed in January 2015.
Amount consists of an other-than-temporary impairment of the investment in the Japan joint venture of $54.3 million, less
a reduction in depreciation and amortization of $0.4 million resulting from the allocation of the impairment charge to the
underlying long-lived assets of the joint venture.
-31-
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Amount consists of an other-than-temporary impairment of the investment in the South Korea joint venture of $19.8
million, less a reduction in depreciation and amortization of $1.0 million resulting from the allocation of the impairment
charge to the underlying intangible and long-lived assets of the joint venture.
For fiscal year 2012, the adjustment represents the incremental legal reserve recorded in the second quarter of 2012
related to the Quebec Superior Court’s ruling in the Bertico litigation, in which the Court found for the Plaintiffs and
issued a judgment against Dunkin’ Brands in the amount of approximately C$16.4 million (approximately $15.9 million),
plus costs and interest. The adjustment for fiscal year 2015 represents the net reduction to legal reserves for the Bertico
litigation and related matters of $2.8 million, as a result of the Quebec Court of Appeals (Montreal) ruling to reduce the
damages assessed against the Company in the Bertico litigation from approximately C$16.4 million to approximately
C$10.9 million, plus costs and interest.
Tax impact of adjustments calculated at a 40% effective tax rate for each period presented, excluding the Japan and South
Korea joint venture impairments as there was no tax impact related to those charges and the Bertico litigation adjustment
for which the tax impact is calculated separately.
Tax impact of Bertico litigation adjustment calculated as if the incremental reserve had not been recorded, considering
statutory tax rates and deductibility.
Represents income tax benefits resulting from the settlement of historical tax positions settled during the prior period,
primarily related to the accounting for the acquisition of the Company by private equity firms in 2006.
Represents the net tax impact of converting Dunkin’ Brands Canada Ltd. to Dunkin’ Brands Canada ULC.
Represents tax expense recognized due to an increase in our overall state tax rate for a shift in the apportionment of
income to certain state jurisdictions.
(8)
(9)
(10)
(11)
(12)
(13)
Represents period end points of distribution.
Represents the growth in average weekly sales for franchisee- and company-operated restaurants that have been open
at least 78 weeks (approximately 18 months) that have reported sales in the current and comparable prior year week.
Previously, U.S. comparable store sales growth were calculated including only sales from franchisee- and company-
operated restaurants that had been open at least 54 weeks and that had reported sales in the current and comparable
prior year week. Comparable store sales growth for Dunkin’ Donuts U.S. and Baskin-Robbins U.S. for all prior
periods presented have been revised to include only those restaurants that have been open at least 78 weeks to conform
to the current period calculation.
Represents the growth in local currency average weekly sales for franchisee-operated restaurants, including joint
ventures, that have been open at least 54 weeks and that have reported sales in the current and comparable prior year
week. International comparable store sales growth has not been revised at this time to include only sales from
restaurants that have been open at least 78 weeks, similar to the U.S., given that store-level sales information resides
on multiple, non-uniform systems owned and controlled by our international partners. Comparable store sales growth
data was not available for our international segments until fiscal year 2012.
Franchisee-reported sales include sales at franchisee-operated restaurants, including joint ventures. While we do not
record sales by franchisees or licensees as revenue and such sales are not included in our consolidated financial
statements, we believe that this operating measure is important in obtaining an understanding of our financial
performance. We believe franchisee-reported sales information aids in understanding how we derive royalty revenue
and in evaluating our performance relative to competitors.
Company-operated POD sales include sales at restaurants majority owned or operated by Dunkin’ Brands.
Systemwide sales growth represents the percentage change in sales at both franchisee- and company-operated
restaurants from the comparable period of the prior year. Changes in systemwide sales are driven by changes in
average comparable store sales and changes in the number of restaurants.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with the selected
financial data and the audited financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.
This discussion contains forward-looking statements about our markets, the demand for our products and services and our
future results and involves numerous risks and uncertainties. Generally these statements can be identified by the use of words
such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,”
“project,” “should” or “would” and similar expressions intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Our forward-looking statements are subject to risks and
uncertainties, which may cause actual results to differ materially from those projected or implied by the forward-looking
statement. Forward-looking statements are based on current expectations and assumptions and currently available data and
are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-
looking statements, which speak only as of the date hereof. See “Risk factors” for a discussion of factors that could cause our
actual results to differ from those expressed or implied by forward-looking statements.
-32-
Introduction and overview
We are one of the world’s leading franchisors of quick service restaurants (“QSRs”) serving hot and cold coffee and baked
goods, as well as hard serve ice cream. We franchise restaurants under our Dunkin’ Donuts and Baskin-Robbins brands. With
over 19,000 points of distribution in more than 60 countries worldwide, we believe that our portfolio has strong brand
awareness in our key markets. QSR is a restaurant format characterized by counter or drive-thru ordering and limited or no
table service. As of December 26, 2015, Dunkin’ Donuts had 11,750 global points of distribution with restaurants in 41 U.S.
states and the District of Columbia and in 42 foreign countries. Baskin-Robbins had 7,607 global points of distribution as of the
same date, with restaurants in 43 U.S. states and the District of Columbia and in 47 foreign countries.
We are organized into four reporting segments: Dunkin’ Donuts U.S., Dunkin’ Donuts International, Baskin-Robbins U.S., and
Baskin-Robbins International. We generate revenue from five primary sources: (i) royalty income and franchise fees associated
with franchised restaurants, (ii) rental income from restaurant properties that we lease or sublease to franchisees, (iii) sales of
ice cream and other products to franchisees in certain international markets, (iv) retail store revenue at our company-operated
restaurants, and (v) other income including fees for the licensing of our brands for products sold in non-franchised outlets, the
licensing of the right to manufacture Baskin-Robbins ice cream products sold to U.S. franchisees, refranchising gains, transfer
fees from franchisees, and online training fees.
Approximately 63% of our revenue for fiscal year 2015 was derived from royalty income and franchise fees. Rental income
from franchisees that lease or sublease their properties from us accounted for 12% of our revenue for fiscal year 2015. An
additional 14% of our revenue for fiscal year 2015 was generated from sales of ice cream and other products to franchisees in
certain international markets. The balance of our revenue for fiscal year 2015 consisted of revenue from our company-operated
restaurants, license fees on products sold in non-franchised outlets, license fees on sales of ice cream and other products to
Baskin-Robbins franchisees in the U.S., refranchising gains, transfer fees from franchisees, and online training fees.
Franchisees fund the vast majority of the cost of new restaurant development. As a result, we are able to grow our system with
lower capital requirements than many of our competitors. With only 49 company-operated points of distribution as of
December 26, 2015, we are less affected by store-level costs, profitability, and fluctuations in commodity costs than other QSR
operators.
Our franchisees fund substantially all of the advertising that supports both brands. Those advertising funds also fund the cost of
our marketing, research and development, and innovation personnel. Royalty payments and advertising fund contributions
typically are made on a weekly basis for restaurants in the U.S., which limits our working capital needs. For fiscal year 2015,
franchisee contributions to the U.S. advertising funds were $400.6 million.
We operate and report financial information on a 52- or 53-week year on a 13-week quarter basis with the fiscal year ending on
the last Saturday in December and fiscal quarters ending on the 13th Saturday of each quarter (or 14th Saturday when
applicable with respect to the fourth fiscal quarter). The data periods contained within fiscal years 2015, 2014, and 2013 reflect
the results of operations for the 52-week periods ending on December 26, 2015, December 27, 2014, and December 28, 2013,
respectively.
Selected operating and financial highlights
Systemwide sales growth
Comparable store sales growth (decline):
Dunkin’ Donuts U.S.(1)
Dunkin’ Donuts International
Baskin-Robbins U.S.(1)
Baskin-Robbins International
Total revenues
Operating income
Adjusted operating income
Net income attributable to Dunkin’ Brands
Adjusted net income
2015
4.1 %
1.4 %
0.5 %
6.1 %
(1.9)%
$
810,933
319,567
400,477
105,227
187,893
Fiscal year
2014
5.1 %
1.7 %
(2.0)%
4.9 %
(1.2)%
748,709
338,858
365,956
176,357
186,113
2013
5.8 %
3.3 %
(0.4)%
1.0 %
1.9 %
713,840
304,736
340,396
146,903
165,761
(1) Comparable store sales growth for Dunkin’ Donuts U.S. and Baskin-Robbins U.S. for fiscal years 2014 and 2013 have been revised
to include only those restaurants that have been open at least 78 weeks (approximately 18 months) to conform to the current period
-33-
calculation, whereas previously reported figures included only those restaurants that were open at least 54 weeks (approximately 12
months).
Adjusted operating income and adjusted net income are non-GAAP measures reflecting operating income and net income
adjusted for amortization of intangible assets, long-lived asset impairments, impairments of investments in joint ventures, and
other non-recurring, infrequent, or unusual charges, net of the tax impact of such adjustments in the case of adjusted net
income. The Company uses adjusted operating income and adjusted net income as key performance measures for the purpose
of evaluating performance internally. We also believe adjusted operating income and adjusted net income provide our investors
with useful information regarding our historical operating results. These non-GAAP measurements are not intended to replace
the presentation of our financial results in accordance with GAAP. Use of the terms adjusted operating income and adjusted net
income may differ from similar measures reported by other companies. See note 7 to “Selected Financial Data” for
reconciliations of operating income and net income determined under GAAP to adjusted operating income and adjusted net
income, respectively.
Fiscal year 2015 compared to fiscal year 2014
Overall growth in systemwide sales of 4.1% for fiscal year 2015, resulted from the following:
• Dunkin’ Donuts U.S. systemwide sales growth of 6.2%, which was the result of 349 net new restaurants opened in
fiscal year 2015 and comparable store sales growth of 1.4%. The increase in comparable store sales was driven by an
increase in average ticket, which was favorably impacted by pricing and unfavorably impacted by product mix, offset
by a decline in traffic. The growth in average ticket was led by sales of beverages, including iced coffee and espresso,
and donuts. In-restaurant K-Cup® sales had a negative impact on comparable store sales.
• Dunkin’ Donuts International systemwide sales decline of 3.3% as a result of sales decreases in South Korea and
Colombia, offset by sales increases in the Middle East, Asia, and Europe. Sales in South Korea, Europe, South
America, and Asia were negatively impacted by unfavorable foreign exchange rates. On a constant currency basis,
systemwide sales for fiscal year 2015 increased by approximately 5%. Dunkin’ Donuts International comparable store
sales increased 0.5% driven primarily by increases in Asia, South America, and the Middle East, offset by declines in
Europe and South Korea.
• Baskin-Robbins U.S. systemwide sales growth of 7.3% resulting primarily from comparable store sales growth of
6.1%. Baskin-Robbins U.S. comparable store sales growth was driven by increased sales of cups and cones,
beverages, desserts, and sundaes, as well as increased sales of cakes stimulated by strong year-over-year growth of
online cake ordering. Comparable store sales growth was driven by increases in both traffic and ticket.
• Baskin-Robbins International systemwide sales decline of 5.0%, driven by sales declines in Japan, South Korea,
Europe, and Puerto Rico, offset by sales growth in the Middle East and Asia. Sales in all regions were negatively
impacted by unfavorable foreign exchange rates, most notably Japan and South Korea. On a constant currency basis,
systemwide sales for fiscal year 2015 increased by approximately 4%. Baskin-Robbins International comparable store
sales declined 1.9% driven primarily by declines in Japan and South Korea, offset by growth in the Middle East.
-34-
Changes in systemwide sales are impacted, in part, by changes in the number of points of distribution. Points of distribution
and net openings as of and for the fiscal years ended December 26, 2015 and December 27, 2014 were as follows:
Points of distribution, at period end:
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Consolidated global points of distribution
Net openings, during the period:
Dunkin’ Donuts U.S.(1)
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Consolidated global net openings
December 26, 2015
December 27, 2014
8,431
3,319
2,503
5,104
19,357
8,082
3,228
2,484
5,068
18,862
Fiscal year ended
December 26, 2015
December 27, 2014
349
91
19
36
495
405
47
17
235
704
(1) Net openings for Dunkin' Donuts U.S. for fiscal year 2015 reflect the previously-announced closing of 81 self-serve coffee stations
within Speedway locations.
The increase in total revenues of $62.2 million, or 8.3%, for fiscal year 2015 resulted primarily from a $30.9 million increase in
franchise fees and royalty income driven by the increase in Dunkin’ Donuts U.S. systemwide sales and additional franchise fees
due to favorable development mix and additional gross development, and an increase in other revenues of $24.7 million, due
primarily to licensing fees earned from the Dunkin’ K-Cup® pod licensing agreement. Also contributing to the increase in
revenues for fiscal year 2015 was an increase in sales at company-operated restaurants of $6.1 million, driven by a net increase
in the number of company-operated restaurants.
Operating income decreased $19.3 million, or 5.7%, for fiscal year 2015 driven by a $54.3 million impairment of our
investment in the Japan joint venture ("Japan JV"), an increase in general and administrative expenses driven primarily by
incremental incentive compensation accruals, an increase in share-based compensation, and costs incurred related to the final
settlement of our Canadian pension plan as a result of the closure of our Canadian ice cream manufacturing plant in fiscal year
2012. Also contributing to the decrease in operating income was a decrease in other operating income due to the timing of the
sale of real estate and a gain recognized in the prior year in connection with the sale of company-operated restaurants in the
Atlanta market. These items were offset by the increase in franchise fees and royalty income, licensing fees earned from the
sale of Dunkin’ K-Cup® pods, and an increase in ice cream margin.
Adjusted operating income increased $34.5 million, or 9.4%, for fiscal year 2015 driven by the increases in franchise fees and
royalty income, licensing fees earned from the Dunkin’ K-Cup® pod licensing agreement, and ice cream margin. The increases
in revenues and ice cream margin were offset by an increase in general and administrative expenses, net, driven primarily by
incremental incentive compensation accruals and share-based compensation, and a decrease in other operating income due to
the timing of the sale of real estate and a gain recognized in the prior year in connection with the sale of company-operated
restaurants in the Atlanta market.
Net income attributable to Dunkin’ Brands decreased $71.1 million, or 40.3%, for fiscal year 2015 as a result of the $19.3
million decrease in operating income, a $28.5 million increase in net interest expense driven by additional borrowings incurred
in conjunction with the securitization refinancing transaction completed during January 2015, a $16.2 million increase in
income tax expense as the prior year was favorably impacted by tax benefits resulting from a restructuring of our Canadian
subsidiaries, and a $6.8 million increase in loss on debt extinguishment and refinancing transactions.
Adjusted net income increased $1.8 million, or 1.0%, for fiscal year 2015 resulting primarily from a $34.5 million increase in
adjusted operating income, offset by the $28.5 million increase in net interest expense and a $3.9 million increase in income tax
expense.
-35-
Fiscal year 2014 compared to fiscal year 2013
Overall growth in systemwide sales of 5.1% for fiscal year 2014, resulted from the following:
• Dunkin’ Donuts U.S. systemwide sales growth of 6.4%, which was the result of comparable store sales growth of
1.7% driven by both increased average ticket and transaction counts, as well as net development of 405 restaurants in
2014. The increase in average ticket was driven by an increase in units per transaction.
• Dunkin’ Donuts International systemwide sales growth of 2.7% as a result of sales increases in the Middle East and
Europe driven primarily by net new restaurant development, offset by a decline in systemwide sales in South Korea
net of favorable foreign exchange rates. Dunkin’ Donuts International comparable store sales declined 2.0% driven
primarily by a decline in South Korea, offset by growth in the Middle East.
• Baskin-Robbins U.S. systemwide sales growth of 5.9% resulting primarily from comparable store sales growth of
4.9%. Baskin-Robbins U.S. comparable store sales growth was driven by increased sales of cups and cones, desserts,
beverages, and take-home ice cream quarts. Additionally, online cake ordering continued to drive cake category
growth.
• Baskin-Robbins International systemwide sales decline of 0.7% resulting from decreased sales in Japan, which
resulted from both unfavorable foreign exchange rates as well as a decline in comparable store sales, and a decline in
sales to the U.S. military in Afghanistan. Offsetting these decreases was an increase in systemwide sales in South
Korea driven by favorable foreign exchange rates, net new restaurant development, and comparable store sales
growth. Baskin-Robbins International comparable store sales declined 1.2% driven primarily by the decline in Japan,
offset by growth in South Korea and the Middle East.
Changes in systemwide sales are impacted, in part, by changes in the number of points of distribution. Points of distribution
and net openings as of and for the fiscal years ended December 27, 2014 and December 28, 2013 were as follows:
Points of distribution, at period end:
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Consolidated global points of distribution
Net openings, during the period:
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Consolidated global net openings
December 27, 2014
December 28, 2013
8,082
3,228
2,484
5,068
18,862
7,677
3,181
2,467
4,833
18,158
Fiscal year ended
December 27, 2014
December 28, 2013
405
47
17
235
704
371
138
4
277
790
The increase in total revenues of $34.9 million, or 4.9%, for fiscal year 2014 resulted primarily from a $28.4 million increase in
franchise fees and royalty income driven by the increase in Dunkin’ Donuts U.S. systemwide sales and additional franchise fees
due to favorable development mix and additional gross development. Additionally, sales of ice cream and other products
increased by $5.2 million due primarily to additional sales of ice cream and other products in the Middle East and Europe,
offset by a decline in sales to our Australian joint venture, due primarily to the sale of all ice cream and other products
inventory on hand in fiscal year 2013 in conjunction with the sale of 80% of our Baskin-Robbins Australia business.
Operating income and adjusted operating income increased $34.1 million, or 11.2%, and $25.6 million, or 7.5%, respectively,
for fiscal year 2014 driven by the $28.4 million increase in franchise fees and royalty income. Also contributing to the increases
in operating and adjusted operating income were gains recognized in connection with the sale of real estate and a gain
recognized in connection with the sale of all company-operated restaurants in the Atlanta market in fiscal year 2014. These
increases were offset by a $6.3 million gain related to the sale of 80% of our Baskin-Robbins Australia business recorded in
fiscal year 2013, additional breakage income, net of gift card program costs, of $5.4 million on unredeemed Dunkin’ Donuts
-36-
gift card balances recorded in fiscal year 2013, and a decrease in net income of equity method investments primarily from our
Japan and South Korea joint ventures in fiscal year 2014. Also contributing to the growth in operating income for fiscal year
2014 was a $7.5 million charge related to a third-party product volume guarantee recorded in the prior year.
Net income attributable to Dunkin’ Brands increased $29.5 million, or 20.0%, for fiscal year 2014 as a result of the $34.1
million increase in operating income and a $12.0 million decrease in net interest expense due to the refinancing of our term
loans in February 2014. These increases were offset by an $8.7 million increase in loss on debt extinguishment and refinancing
transactions and an $8.4 million increase in income tax expense driven by increased profit before tax. The effective tax rate for
fiscal year 2014 was favorably impacted by tax benefits resulting from a restructuring of our Canadian subsidiaries.
Adjusted net income increased $20.4 million, or 12.3%, for fiscal year 2014 resulting primarily from a $25.6 million increase
in adjusted operating income and the $12.0 million decrease in net interest expense, offset by a $17.6 million increase in
income tax expense.
Earnings per share
Earnings per common share and adjusted earnings per common share were as follows:
Earnings per share:
Common – basic
Common – diluted
Diluted adjusted earnings per share
2015
Fiscal year
2014
2013
$
1.10
1.08
1.93
1.67
1.65
1.74
1.38
1.36
1.53
Diluted adjusted earnings per share is calculated using adjusted net income, as defined above, and diluted weighted average
shares outstanding. Diluted adjusted earnings per share is not a presentation made in accordance with GAAP, and our use of the
term diluted adjusted earnings per share may vary from similar measures reported by others in our industry due to the potential
differences in the method of calculation. Diluted adjusted earnings per share should not be considered as an alternative to
earnings per share derived in accordance with GAAP. Diluted adjusted earnings per share has important limitations as an
analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
Because of these limitations, we rely primarily on our GAAP results. However, we believe that presenting diluted adjusted
earnings per share is appropriate to provide investors with useful information regarding our historical operating results.
The following table sets forth the computation of diluted adjusted earnings per share:
Adjusted net income
Weighted average number of common shares–diluted
Diluted adjusted earnings per share
Results of operations
Fiscal year 2015 compared to fiscal year 2014
Consolidated results of operations
Franchise fees and royalty income
Rental income
Sales of ice cream and other products(1)
Sales at company-operated restaurants
Other revenues(1)
Total revenues
2015
187,893
Fiscal year
2014
186,113
2013
165,761
97,131,674
106,705,778
108,217,011
1.93
1.74
1.53
$
$
Fiscal year
Increase (Decrease)
2015
2014
$
%
(In thousands, except percentages)
30,893
482,329
97,663
117,484
22,206
29,027
748,709
2,759
(2,232)
6,134
24,670
62,224
6.4 %
2.8 %
(1.9)%
27.6 %
85.0 %
8.3 %
$
513,222
100,422
115,252
28,340
53,697
$
810,933
-37-
(1) Sales of Dunkin’ Donuts products in certain international markets that have historically been included in other revenues are now
included in sales of ice cream and other products. Sales from these transactions for the prior year have been reclassified to conform
to the current year presentation.
Total revenues increased $62.2 million, or 8.3%, in fiscal year 2015, driven by an increase in franchise fees and royalty income
of $30.9 million, or 6.4%, primarily as a result of Dunkin’ Donuts U.S. systemwide sales growth and additional franchise fees
due to favorable development mix and additional gross development, as well as an increase in other revenues of $24.7 million.
The increase in other revenues was driven by licensing fees earned from the Dunkin’ K-Cup® pod licensing agreement and
increased licensing fees earned from ice cream sales by our third-party ice cream manufacturer, as well as a settlement reached
with a master licensee, which resulted in the recovery of prior period royalty income and franchise fees. Also contributing to
the increase in revenues was an increase in sales at company-operated restaurants of $6.1 million driven by a net increase in the
number of company-operated restaurants. An increase in rental income of $2.8 million, driven by increases in average rent per
lease, sales-based rental income, and the number of leases was offset by a decline in sales of ice cream and other products of
$2.2 million.
Fiscal year
Increase (Decrease)
2015
2014
$
%
Occupancy expenses – franchised restaurants
Cost of ice cream and other products(1)
Company-operated restaurant expenses
General and administrative expenses, net(1)
Depreciation and amortization
Long-lived asset impairment charges
Total operating costs and expenses
Net income (loss) of equity method investments
Other operating income, net
Operating income
$
$
$
54,611
76,877
29,900
243,796
45,244
623
451,051
(41,745)
1,430
319,567
53,395
(In thousands, except percentages)
1,216
(6,252)
7,213
83,129
22,687
226,301
45,539
1,484
432,535
14,846
7,838
338,858
17,495
(295)
(861)
18,516
(56,591)
(6,408)
(19,291)
2.3 %
(7.5)%
31.8 %
7.7 %
(0.6)%
(58.0)%
4.3 %
n/m
(81.8)%
(5.7)%
(1) Costs of Dunkin’ Donuts products sold in certain international markets that have historically been included in general and
administrative expenses, net and are now included in cost of ice cream and other products. Costs from these transactions for the
prior year have been reclassified to conform to the current year presentation.
Occupancy expenses for franchised restaurants for fiscal year 2015 increased $1.2 million, or 2.3%, from the prior fiscal year
driven primarily by an increase in average rent per lease and an increase in sales-based rental expense.
Net margin on ice cream products increased for fiscal year 2015 to $38.4 million as a decrease in commodity costs, increase in
pricing, and favorable foreign exchange rates more than offset the decrease in sales volume.
Company-operated restaurant expenses increased $7.2 million, or 31.8%, from the prior year primarily as a result of a net
increase in the number of company-operated restaurants operating during the year.
General and administrative expenses increased $17.5 million, or 7.7%, in fiscal year 2015 due primarily to an increase in
personnel costs, driven primarily by incremental incentive compensation accruals, an increase in share-based compensation,
and costs incurred related to the final settlement of our Canadian pension plan as a result of the closure of our Canadian ice
cream manufacturing plant in fiscal year 2012. Also contributing to the increase in general and administrative expenses was an
increase in costs incurred to support our consumer packaged goods and international businesses.
Depreciation and amortization decreased $0.3 million in fiscal year 2015 resulting primarily from a decrease in amortization
due to intangible assets becoming fully amortized and favorable lease intangible assets being written-off upon termination of
the related leases, offset by an increase in depreciation due to the addition of depreciable assets.
The decrease in long-lived asset impairment charges in fiscal year 2015 of $0.9 million was driven primarily by the timing of
lease terminations, which resulted in the write-off of favorable lease intangible assets and leasehold improvements.
Net income (loss) of equity method investments decreased $56.6 million in fiscal year 2015 driven by an impairment of our
investment in the Japan JV of $54.3 million. The Japan JV impairment resulted from an other-than-temporary decline in the
value of our investment as a result of various factors including the continued declines in the operating performance of the joint
-38-
venture and reduced future expectations of the Baskin-Robbins business in Japan, as well as an announced reconsideration of
the amount of semi-annual dividend payments by the Japan JV in the fourth quarter (see note 6 to the consolidated financial
statements included herein for further discussion). Also contributing to the decrease were unfavorable results from our Japan JV
compared to the prior fiscal year and the impact of unfavorable foreign exchange rates on net income of our South Korea joint
venture.
Other operating income, net includes gains recognized in connection with the sale of real estate and fluctuates based on the
timing of such transactions. Additionally, other operating income, net of $7.8 million for fiscal year 2014 included a gain
recognized in connection with the sale of the company-operated restaurants in the Atlanta market.
Interest expense, net
Loss on debt extinguishment and refinancing transactions
Other losses, net
Total other expense
Fiscal year
Increase (Decrease)
2015
2014
$
%
$
$
96,341
20,554
1,084
117,979
(In thousands, except percentages)
28,517
67,824
13,735
1,566
83,125
6,819
(482)
34,854
42.0 %
49.6 %
(30.8)%
41.9 %
The increase in net interest expense for fiscal year 2015 of $28.5 million was driven primarily by the securitization refinancing
transaction that occurred in January 2015, which resulted in additional borrowings and an increase in the weighted average
interest rate, as well as an increase in amortization of capitalized debt issuance costs compared to the prior fiscal year.
The loss on debt extinguishment and refinancing transactions for fiscal year 2015 of $20.6 million resulted from the January
2015 securitization refinancing transaction. The loss on debt extinguishment and refinancing transactions for fiscal year 2014
of $13.7 million resulted from the February 2014 refinancing transaction.
The decrease in other losses, net, for fiscal year 2015 was driven primarily by foreign exchange losses due primarily to
fluctuations in the U.S. dollar against the Australian dollar and the pound sterling.
Income before income taxes
Provision for income taxes
Effective tax rate
Fiscal year
2015
2014
(In thousands, except percentages)
255,733
201,588
$
96,359
47.8%
80,170
31.3%
The increased effective tax rate for fiscal year 2015 resulted primarily from the impairment of our investment in the Japan JV,
which reduced income before income taxes but for which there is no corresponding tax benefit. The impact of the impairment
of our investment in the Japan JV was approximately 10% on the overall effective tax rate for fiscal year 2015.
The effective tax rate for fiscal year 2014 was lower than normal primarily as a result of the net reversal of approximately $7.0
million of reserves for uncertain tax positions for which settlement with taxing authorities was reached during the year or were
otherwise deemed effectively settled. Additionally, the effective tax rate for fiscal year 2014 reflects a net tax benefit of $8.5
million related to the restructuring of our Canadian subsidiaries, which included a legal entity conversion of Dunkin’ Brands
Canada, Ltd. to a British Columbia unlimited liability company.
Operating segments
We operate four reportable operating segments: Dunkin’ Donuts U.S., Dunkin’ Donuts International, Baskin-Robbins U.S., and
Baskin-Robbins International. We evaluate the performance of our segments and allocate resources to them based on operating
income adjusted for amortization of intangible assets, long-lived asset impairment charges, and other infrequent or unusual
charges, which does not reflect the allocation of any corporate charges. This profitability measure is referred to as segment
profit. Segment profit for the Dunkin’ Donuts International and Baskin-Robbins International segments includes net income of
equity method investments, except for other-than-temporary impairment charges and the related reduction in depreciation, net
of tax, on the underlying long-lived assets.
For reconciliations to total revenues and income before income taxes, see note 12 to our consolidated financial statements
included herein. Revenues for all segments include only transactions with unaffiliated customers and include no intersegment
revenues. Revenues not included in segment revenues include revenue earned through certain licensing arrangements with third
-39-
parties in which our brand names are used, revenue generated from online training programs for franchisees, and revenues from
the sale of Dunkin’ Donuts products in certain international markets, all of which are not allocated to a specific segment.
Dunkin’ Donuts U.S.
Royalty income
Franchise fees
Rental income
Sales at company-operated restaurants
Other revenues
Total revenues
Segment profit
Fiscal year
Increase (Decrease)
2015
2014
$
%
$
413,692
(In thousands, except percentages)
25,866
387,826
42,503
96,827
28,340
9,700
591,062
430,068
$
$
37,388
93,703
22,206
7,574
548,697
403,591
5,115
3,124
6,134
2,126
42,365
26,477
6.7%
13.7%
3.3%
27.6%
28.1%
7.7%
6.6%
The increase in Dunkin’ Donuts U.S. revenues for fiscal year 2015 was driven primarily by an increase in royalty income of
$25.9 million as a result of an increase in systemwide sales, as well as an increase in sales at company-operated restaurants of
$6.1 million due to a net increase in the number of company-operated restaurants operating during the year. Also contributing
to revenue growth were increases in franchise fees of $5.1 million due to favorable development mix and additional gross
development, rental income of $3.1 million driven primarily by increases in average rent per lease, sales-based rental income,
and the number of leases, as well as an increase in other revenues of $2.1 million.
The increase in Dunkin’ Donuts U.S. segment profit for fiscal year 2015 was driven primarily by the increases in royalty
income, franchise fees, and other revenues, as well as a reduction in bad debt expense. These increases in segment profit were
offset by gains recognized in the prior fiscal year in connection with the sale of the company-operated restaurants in Atlanta
and other real estate, as well as increases in personnel and travel costs in the current year.
Dunkin’ Donuts International
Royalty income
Franchise fees
Rental income
Other revenues
Total revenues
Segment profit
Fiscal year
Increase (Decrease)
2015
2014
$
%
$
$
$
15,658
5,017
13
2,285
22,973
12,713
(In thousands, except percentages)
275
15,383
4,430
110
(56)
19,867
12,103
587
(97)
2,341
3,106
610
1.8 %
13.3 %
(88.2)%
n/m
15.6 %
5.0 %
The increase in Dunkin’ Donuts International revenues for fiscal year 2015 resulted primarily from an increase in other
revenues of $2.3 million due primarily to a settlement reached with a master licensee resulting in the recovery of prior period
royalty income and franchise fees, as well as increases in franchise fees of $0.6 million driven by development in new markets
and royalty income of $0.3 million.
The increase in Dunkin’ Donuts International segment profit for fiscal year 2015 was driven primarily by revenue growth,
offset by increases in general and administrative expenses, driven by increased personnel costs, investments in international
markets, and bad debt, as well as a decrease in net income from our South Korea joint venture.
-40-
Baskin-Robbins U.S.
Royalty income
Franchise fees
Rental income
Sales of ice cream and other products
Other revenues
Total revenues
Segment profit
Fiscal year
Increase (Decrease)
2015
2014
$
%
$
28,348
871
2,989
2,093
10,918
45,219
28,726
$
$
935
27,015
(In thousands, except percentages)
1,333
(64)
(261)
(1,925)
2,978
7,940
4,018
3,250
43,158
27,496
2,061
1,230
4.9 %
(6.8)%
(8.0)%
(47.9)%
37.5 %
4.8 %
4.5 %
The increase in Baskin-Robbins U.S. revenues for fiscal year 2015 was due primarily to an increase in other revenues of $3.0
million, driven by an increase in licensing income, and an increase in royalty income of $1.3 million due to an increase in
systemwide sales, offset by a decrease in sales of ice cream and other products of $1.9 million. The fluctuations in licensing
income and sales of ice cream and other products can be attributed to a shift in certain franchisees now purchasing ice cream
directly from our third-party ice cream manufacturer.
Baskin-Robbins U.S. segment profit for fiscal year 2015 increased primarily as a result of the increases in other revenues and
royalty income, offset by increases in general and administrative expenses due primarily to expenses incurred related to brand-
building activities and increased personnel costs.
Baskin-Robbins International
Royalty income
Franchise fees
Rental income
Sales of ice cream and other products
Other revenues
Total revenues
Segment profit
Fiscal year
Increase (Decrease)
2015
2014
$
%
(In thousands, except percentages)
$
$
$
6,261
872
475
110,968
421
118,997
39,797
7,850
1,502
516
112,155
433
122,456
42,792
(1,589)
(630)
(41)
(1,187)
(12)
(3,459)
(2,995)
(20.2)%
(41.9)%
(7.9)%
(1.1)%
(2.8)%
(2.8)%
(7.0)%
The decrease in Baskin-Robbins International revenues for fiscal year 2015 was due to decreases of $1.6 million in royalty
income, which was driven by a decrease in royalty income earned on ice cream sales in Russia and the negative impact of
unfavorable foreign exchange rates, $1.2 million of sales of ice cream and other products, due primarily to a decline in sales to
Australia, and a decrease in franchise fees.
Baskin-Robbins International segment profit decreased $3.0 million for fiscal year 2015 due primarily to the decreases in
royalty income and franchise fees, and an increase in general and administrative expenses driven primarily by an increase in
bad debt expense. Also contributing to the decrease in segment profit were unfavorable results from our Japan JV compared to
the prior fiscal year and the impact of unfavorable foreign exchange rates on net income of our South Korea joint venture.
These decreases in segment profit were offset by an increase in net margin on ice cream. A decrease in commodity costs,
increase in pricing, and favorable foreign exchange rates more than offset the decrease in sales volume, resulting in an increase
in net ice cream margin.
-41-
Fiscal year 2014 compared to fiscal year 2013
Consolidated results of operations
Franchise fees and royalty income
Rental income
Sales of ice cream and other products(1)
Sales at company-operated restaurants
Other revenues(1)
Total revenues
Fiscal year
Increase (Decrease)
2014
2013
$
%
$
482,329
(In thousands, except percentages)
28,353
453,976
97,663
117,484
22,206
29,027
$
748,709
96,082
112,276
24,976
26,530
713,840
1,581
5,208
(2,770)
2,497
34,869
6.2 %
1.6 %
4.6 %
(11.1)%
9.4 %
4.9 %
(1) Sales of Dunkin’ Donuts products in certain international markets that have historically been included in other revenues are now
included in sales of ice cream and other products. Sales from these transactions for the prior year have been reclassified to conform
to the current year presentation.
Total revenues increased $34.9 million, or 4.9%, in fiscal year 2014, driven by an increase in franchise fees and royalty income
of $28.4 million, or 6.2%, primarily as a result of Dunkin’ Donuts U.S. systemwide sales growth and additional franchise fees
due to favorable development mix and additional gross development. Sales of ice cream and other products increased $5.2
million due primarily to increases in sales of ice cream and other products in the Middle East and Europe, offset by a decline in
sales to our Australian joint venture, due primarily to the sale of all ice cream and other products inventory on hand in fiscal
year 2013 in conjunction with the sale of 80% of our Baskin-Robbins Australia business. Additionally, other revenues increased
$2.5 million as a result of increases in licensing income and refranchising gains. These increases were offset by a decline in
sales at company-operated restaurants of $2.8 million as a result of a net decrease in the number of company-operated
restaurants operating during the year, primarily in the Atlanta market.
Occupancy expenses – franchised restaurants
Cost of ice cream and other products(1)
Company-operated restaurant expenses
General and administrative expenses, net(1)
Depreciation and amortization
Impairment charges
Total operating costs and expenses
Net income of equity method investments
Other operating income, net
Operating income
Fiscal year
Increase (Decrease)
2014
2013
$
%
$
$
$
53,395
83,129
22,687
226,301
45,539
1,484
432,535
14,846
7,838
338,858
(In thousands, except percentages)
1,298
52,097
$
79,278
24,480
230,847
49,366
563
436,631
18,370
9,157
304,736
3,851
(1,793)
(4,546)
(3,827)
921
(4,096)
(3,524)
(1,319)
34,122
2.5 %
4.9 %
(7.3)%
(2.0)%
(7.8)%
163.6 %
(0.9)%
(19.2)%
(14.4)%
11.2 %
(1) Costs of Dunkin’ Donuts products sold in certain international markets that have historically been included in general and
administrative expenses, net and are now included in cost of ice cream and other products. Costs from these transactions for the
prior year have been reclassified to conform to the current year presentation.
Occupancy expenses for franchised restaurants for fiscal year 2014 increased $1.3 million from the prior year driven primarily
by an increase in average rent per lease and an increase in sales-based rental expense. The increase in occupancy expenses for
franchised restaurants was consistent with the increase in rental income.
Net margin on ice cream and other products increased slightly for fiscal year 2014 to $34.4 million driven by the favorable
impact of Australia inventory write-offs recorded in fiscal year 2013, as well as an increase in sales volume, offset by an
increase in commodity costs.
Company-operated restaurant expenses decreased $1.8 million, or 7.3%, from the prior year primarily as a result of a net
decrease in the number of company-operated restaurants operating during the year, primarily in the Atlanta market.
-42-
General and administrative expenses decreased $4.5 million, or 2.0%, in fiscal year 2014 driven primarily by a $7.5 million
charge recorded in the prior year related to a third-party product volume guarantee, offset by additional breakage income, net of
gift card program costs, recorded in fiscal year 2013 of $5.4 million on unredeemed Dunkin’ Donuts gift card balances. The
balance of the fluctuation in general and administrative expenses is due primarily to favorable litigation settlements, offset by
an increase in personnel costs, inclusive of additional share-based compensation expense and a reduction in incentive
compensation payouts.
Depreciation and amortization decreased $3.8 million in fiscal year 2014 resulting primarily from assets becoming fully
depreciated and assets being written-off upon disposal, as well as a reduction of depreciation on leasehold improvements at the
Company’s corporate headquarters due to the extension of the lease term.
The increase in long-lived asset impairment charges in fiscal year 2014 of $0.9 million was driven by the impairment of
corporate assets and the timing of lease terminations in the ordinary course, which results in the write-off of favorable lease
intangible assets and leasehold improvements.
Net income of equity method investments decreased $3.5 million in fiscal year 2014 driven by a decrease in income from our
Japan and South Korea joint ventures, offset by a $0.9 million impairment of our investment in, as well as losses incurred by,
the Dunkin’ Donuts Spain joint venture in fiscal year 2013.
Other operating income, net includes gains recognized in connection with the sale of real estate and fluctuates based on the
timing of such transactions. Additionally, other operating income, net of $7.8 million for fiscal year 2014 includes a gain
recognized in connection with the sale of the company-operated restaurants in the Atlanta market. Other operating income, net,
of $9.2 million for fiscal year 2013 includes gains recognized on the sale of 80% of our Baskin-Robbins Australia business, as
well as income recognized upon receipt of insurance proceeds related to Hurricane Sandy.
Interest expense, net
Loss on debt extinguishment and refinancing transactions
Other losses, net
Total other expense
Fiscal year
Increase (Decrease)
2014
2013
$
%
(In thousands, except percentages)
$
$
67,824
13,735
1,566
83,125
79,831
5,018
1,799
86,648
(12,007)
8,717
(233)
(3,523)
(15.0)%
173.7 %
(13.0)%
(4.1)%
The decrease in net interest expense for fiscal year 2014 of $12.0 million resulted primarily from the refinancing transaction
that occurred in February 2014, which resulted in a decrease in the weighted average interest rate on the long-term debt
compared to the prior year and a decrease in amortization of capitalized debt issuance costs and original issue discount.
The loss on debt extinguishment and refinancing transactions for fiscal year 2014 of $13.7 million resulted from the February
2014 refinancing transaction. The loss on debt extinguishment and refinancing transactions for fiscal year 2013 of $5.0 million
resulted from the February 2013 refinancing transaction.
The decrease in other losses, net, for fiscal year 2014 was driven primarily by foreign exchange gains and losses due primarily
to fluctuations in the U.S. dollar against the Australian dollar and the pound sterling.
Income before income taxes
Provision for income taxes
Effective tax rate
Fiscal year
2014
2013
(In thousands, except percentages)
218,088
255,733
$
80,170
31.3%
71,784
32.9%
The effective tax rate for fiscal year 2014 was lower than normal primarily as a result of the net reversal of approximately $7.0
million of reserves for uncertain tax positions for which settlement with taxing authorities was reached during fiscal year 2014
or were otherwise deemed effectively settled. Additionally, the effective tax rate for fiscal year 2014 reflects a net tax benefit
of $8.5 million related to the restructuring of our Canadian subsidiaries, which included a legal entity conversion of Dunkin’
Brands Canada, Ltd. to a British Columbia unlimited liability company.
The effective tax rate for fiscal year 2013 was favorably impacted by the net reversal of approximately $8.4 million of reserves
for uncertain tax positions for which settlement with the taxing authorities was reached in fiscal year 2014.
-43-
Operating segments
Dunkin’ Donuts U.S.
Royalty income
Franchise fees
Rental income
Sales at company-operated restaurants
Other revenues
Total revenues
Segment profit
Fiscal year
Increase (Decrease)
2014
2013
$
%
$
387,826
(In thousands, except percentages)
25,484
362,342
$
37,388
93,703
22,206
7,574
548,697
403,591
$
$
36,192
91,918
24,976
5,751
521,179
374,435
1,196
1,785
(2,770)
1,823
27,518
29,156
7.0 %
3.3 %
1.9 %
(11.1)%
31.7 %
5.3 %
7.8 %
The increase in Dunkin’ Donuts U.S. revenues for fiscal year 2014 was driven primarily by an increase in royalty income of
$25.5 million as a result of an increase in systemwide sales, as well as an increase in other revenues of $1.8 million driven
partially by refranchising gains. Additionally, rental income increased $1.8 million due to an increase in average rent per lease,
as well as the reversal of lease-related liabilities as a result of lease terminations. These increases in revenues were offset by a
decrease in sales at company-operated restaurants of $2.8 million due to a net decrease in the number of company-operated
restaurants operating during fiscal year 2014, primarily in the Atlanta market.
The increase in Dunkin’ Donuts U.S. segment profit for fiscal year 2014 was driven primarily by increases in royalty income
and gains recognized in connection with the sale of the company-operated restaurants in Atlanta and other real estate, as well as
an increase in other revenues. The increases in segment profit were partially offset by increases in personnel costs and
additional bad debt reserves.
Dunkin’ Donuts International
Royalty income
Franchise fees
Rental income
Other revenues
Total revenues
Segment profit
$
$
$
Fiscal year
Increase (Decrease)
2014
2013
$
%
(In thousands, except percentages)
1,134
14,249
$
3,531
133
403
18,316
7,453
899
(23)
(459)
1,551
4,650
15,383
4,430
110
(56)
19,867
12,103
$
8.0 %
25.5 %
(17.3)%
n/m
8.5 %
62.4 %
The increase in Dunkin’ Donuts International revenues for fiscal year 2014 resulted primarily from an increase in royalty
income of $1.1 million, driven by an increase in systemwide sales, and in increase in franchise fees of $0.9 million due to
openings in existing and new international markets, offset by income recognized in connection with the termination of
development agreements in Asia in fiscal year 2013. The increases in royalty income and franchise fees were offset by a decline
in other revenues due to a decline in transfer fee income.
The increase in Dunkin’ Donuts International segment profit for fiscal year 2014 was driven primarily by $3.7 million in write-
downs related to our investments in the Dunkin’ Donuts Spain joint venture recorded in fiscal year 2013, as well as revenue
growth. Also contributing to the increase in segment profit was a partial recovery of the previously-reserved notes receivable
from our Spain joint venture, as well as losses incurred from our Spain joint venture in fiscal year 2013. The increases in
segment profit were offset by additional investments in marketing.
-44-
Baskin-Robbins U.S.
Royalty income
Franchise fees
Rental income
Sales of ice cream and other products
Other revenues
Total revenues
Segment profit
Fiscal year
Increase (Decrease)
2014
2013
$
%
$
27,015
935
3,250
4,018
7,940
43,158
27,496
$
$
1,160
25,728
(In thousands, except percentages)
1,287
(225)
(170)
210
(96)
1,006
42,152
3,420
3,808
8,036
26,608
888
5.0 %
(19.4)%
(5.0)%
5.5 %
(1.2)%
2.4 %
3.3 %
The increase in Baskin-Robbins U.S. revenues for fiscal year 2014 was driven primarily by an increase in royalty income of
$1.3 million due to an increase in systemwide sales, as well as an increase in sales of ice cream and other products of $0.2
million. The increases in revenues were offset by decreases in franchise fees of $0.2 million and rental income of $0.2 million.
Baskin-Robbins U.S. segment profit for fiscal year 2014 increased primarily as a result of the increase in royalty income, offset
by the decrease in franchise fees and additional breakage income of $0.5 million recorded in fiscal year 2013 related to
unredeemed gift certificate balances.
Baskin-Robbins International
Royalty income
Franchise fees
Rental income
Sales of ice cream and other products
Other revenues
Total revenues
Segment profit
Fiscal year
Increase (Decrease)
2014
2013
$
%
(In thousands, except percentages)
$
$
$
7,850
1,502
516
112,155
433
122,456
42,792
9,109
1,665
535
108,435
589
120,333
54,237
(1,259)
(163)
(19)
3,720
(156)
2,123
(11,445)
(13.8)%
(9.8)%
(3.6)%
3.4 %
(26.5)%
1.8 %
(21.1)%
The increase in Baskin-Robbins International revenues for fiscal year 2014 was driven by a $3.7 million increase in sales of ice
cream and other products, due primarily to increases in sales of ice cream and other products in the Middle East and Europe,
offset by a decline in sales to our Australian joint venture, due primarily to the sale of all ice cream and other products
inventory on hand in fiscal year 2013 in conjunction with the sale of 80% of our Baskin-Robbins Australia business. Offsetting
the increase in sales of ice cream and other products was a decrease in royalty income of $1.3 million due primarily to a
decline in Australia, where following the sale of 80% of our Baskin-Robbins Australia business, the Company no longer earns
royalties.
Baskin-Robbins International segment profit decreased $11.4 million for fiscal year 2014 due primarily to a $6.3 million gain
recognized on the sale of the Baskin-Robbins Australia business in fiscal year 2013 and the decrease in royalty income.
Additionally contributing to the decline in segment profit was a decrease in income from our Japan JV, as well as increases in
advertising and personnel costs, partially offset by an increase in ice cream margin. The ice cream margin for fiscal year 2014
as compared to fiscal year 2013 was favorably impacted by Australia inventory write-offs recorded in fiscal year 2013, as well
as an increase in sales volume, offset by an increase in commodity costs.
Liquidity and capital resources
As of December 26, 2015, we held $260.4 million of cash and cash equivalents and $71.9 million of short-term restricted cash
under our securitized financing facility. Included in cash and cash equivalents is $148.6 million of cash held for advertising
funds and reserved for gift card/certificate programs. Cash reserved for gift card/certificate programs also includes cash that
will be used to fund initiatives from the gift card breakage liability (see note 10 to the consolidated financial statements
-45-
included herein). In addition, as of December 26, 2015, we had a borrowing capacity of $73.7 million under our $100.0 million
Variable Funding Notes (as defined below).
Free cash flow
During fiscal year 2015, net cash provided by operating activities was $185.6 million, as compared to net cash provided by
operating activities of $199.3 million for fiscal year 2014. Net cash provided by operating activities for fiscal years 2015 and
2014 includes net cash inflows of $12.3 million and $8.8 million, respectively, related to advertising funds and gift card/
certificate programs. Net cash provided by operating activities for fiscal year 2015 includes the net funding of restricted cash
accounts of $65.7 million, which represents cash restricted in accordance with our securitized financing facility and will be
used for operating activities such as to pay interest and real estate obligations. Excluding cash held for advertising funds and
reserved for gift card/certificate programs and excluding the fluctuation in restricted cash, we generated $203.4 million and
$176.4 million of free cash flow during fiscal years 2015 and 2014, respectively.
The increase in free cash flow from fiscal year 2014 to 2015 was due primarily to the increase in pre-tax income, excluding
non-cash items, a reduction in incentive compensation payments, and the payment of a third-party product volume guarantee in
the prior fiscal year. Offsetting these increases in free cash flow were reduced proceeds from the sale of real estate and
company-operated restaurants as compared to the prior fiscal year, the timing of receipts and payments related to the sale of
Dunkin’ K-Cup® pods and the related franchisee profit-sharing program, and increases in cash paid for income taxes and
capital expenditures.
Free cash flow is a non-GAAP measure reflecting net cash provided by operating and investing activities, excluding the cash
flows related to advertising funds, gift card/certificate programs, and restricted cash. The Company uses free cash flow as a key
performance measure for the purpose of evaluating performance internally and our ability to generate cash. We also believe free
cash flow provides our investors with useful information regarding our historical cash flow results. This non-GAAP
measurement is not intended to replace the presentation of our financial results in accordance with GAAP. Use of the term free
cash flow may differ from similar measures reported by other companies.
Free cash flow is reconciled from net cash provided by operating activities determined under GAAP as follows (in thousands):
Net cash provided by operating activities
Less: Increase in cash held for advertising funds and gift card/certificate programs
Plus: Increase in restricted cash
Less: Net cash used in investing activities
Free cash flow, excluding cash held for advertising funds and gift card/certificate programs
Fiscal year
2015
$ 185,566
(12,335)
65,673
(35,467)
$ 203,437
2014
199,323
(8,781)
—
(14,104)
176,438
Operating, investing, and financing cash flows
Net cash provided by operating activities was $185.6 million during fiscal year 2015, as compared to $199.3 million in fiscal
year 2014. The $13.8 million decline in operating cash flows was driven primarily by the funding of restricted cash accounts of
$65.7 million in accordance with the requirements of our new securitized debt structure, as well as the timing of receipts and
payments related to the sale of Dunkin’ K-Cup® pods and the related franchisee profit-sharing program, and an increase in cash
paid for income taxes. Offsetting these declines was an increase in pre-tax income, excluding non-cash items, a reduction in
incentive compensation payments, the payment of a third-party product volume guarantee in the prior fiscal year, and favorable
cash flows related to our gift card program due primarily to the timing of holidays and our fiscal year end.
Net cash used in investing activities was $35.5 million during fiscal year 2015, as compared to $14.1 million in fiscal year
2014. The $21.4 million increase in net cash used in investing activities was driven primarily by reduced proceeds received
from the sale of real estate and company-operated restaurants of $11.7 million, as well as incremental additions to property and
equipment of $6.6 million.
Net cash used in financing activities was $96.9 million during fiscal year 2015, as compared to $233.4 million in fiscal year
2014. The $136.5 million decrease in net cash used in financing activities was driven primarily by the favorable impact of debt-
related activities of $638.3 million, resulting from proceeds from the issuance of long-term debt, net of debt repayment,
payment of debt issuance and other debt-related costs, and funding of restricted cash accounts. Offsetting the favorable impact
of debt-related activities was incremental cash used for repurchases of common stock of $494.9 million.
Borrowing capacity
Our securitized financing facility included original aggregate borrowings of approximately $2.60 billion, consisting of $2.50
billion Class A-2 Notes (as defined below) and $100.0 million of Variable Funding Notes (as defined below) which were
-46-
undrawn at closing. As of December 26, 2015, there was approximately $2.48 billion of total principal outstanding on the Class
A-2 Notes, while there was $73.7 million in available commitments under the Variable Funding Notes as $26.3 million of
letters of credit were outstanding.
On January 26, 2015, DB Master Finance LLC (the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned
indirect subsidiary of Dunkin’ Brands Group, Inc. (“DBGI”), entered into a base indenture and a related supplemental indenture
(collectively, the “Indenture”) under which the Master Issuer may issue multiple series of notes. On the same date, the Master
Issuer issued Series 2015-1 3.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) with an initial
principal amount of $750.0 million and Series 2015-1 3.980% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II
Notes” and, together with the Class A-2-I Notes, the “Class A-2 Notes”) with an initial principal amount of $1.75 billion. In
addition, the Master Issuer also issued Series 2015-1 Variable Funding Senior Secured Notes, Class A-1 (the “Variable Funding
Notes” and, together with the Class A-2 Notes, the “Notes”), which allows the Master Issuer to borrow up to $100.0 million on
a revolving basis. The Variable Funding Notes may also be used to issue letters of credit. The Notes were issued in a
securitization transaction pursuant to which most of the Company’s domestic and certain of its foreign revenue-generating
assets, consisting principally of franchise-related agreements, real estate assets, and intellectual property and license
agreements for the use of intellectual property, are held by the Master Issuer and certain other limited-purpose, bankruptcy-
remote, wholly-owned indirect subsidiaries of the Company that act as guarantors of the Notes and that have pledged
substantially all of their assets to secure the Notes.
The legal final maturity date of the Class A-2 Notes is in February 2045, but it is anticipated that, unless earlier prepaid to the
extent permitted under the Indenture, the Class A-2-I Notes will be repaid in February 2019 and the Class A-2-II Notes will be
repaid in February 2022 (the “Anticipated Repayment Dates”). Principal amortization repayments, payable quarterly, are
required on the Class A-2-I Notes and Class A-2-II Notes equal to $7.5 million and $17.5 million, respectively, per calendar
year through the respective Anticipated Repayment Dates. No principal payments will be required if a specified leverage ratio,
which is a measure of outstanding debt to earnings before interest, taxes, depreciation, and amortization, adjusted for certain
items (as specified in the Indenture), is less than or equal to 5.0 to 1.0. If the Class A-2 Notes have not been repaid in full by
their respective Anticipated Repayment Dates, a rapid amortization event will occur in which residual net cash flows of the
Master Issuer, after making certain required payments, will be applied to the outstanding principal of the Class A-2 Notes.
Various other events, including failure to maintain a minimum ratio of net cash flows to debt service, may also cause a rapid
amortization event.
It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to February 2020,
subject to two additional one-year extensions.
We received net proceeds at closing of the securitized financing facility of approximately $615 million, after giving effect to
the repayment of the remaining principal outstanding and interest on the term loans, payment of debt issuance costs and other
debt-related costs, as well as funding certain restricted cash accounts required under our securitized financing facility. The net
proceeds have been used for share repurchases, as further discussed below.
In connection with the January 2015 securitization refinancing, our board of directors authorized a new program to repurchase
up to an aggregate of $700.0 million of our outstanding common stock within the next two years. In February 2015, we entered
into an accelerated share repurchase agreement (the “February 2015 ASR Agreement”) with a third-party financial institution.
Pursuant to the terms of the February 2015 ASR Agreement, we paid the financial institution $400.0 million in cash and
received a delivery of 8,226,297 shares based on a weighted average cost per share of $48.62 over the term of the agreement.
In October 2015, we entered into a $125.0 million accelerated share repurchase agreement (the “October ASR Agreement”)
with a financial institution. Pursuant to the terms of the October ASR Agreement, we paid the financial institution $125.0
million from cash on hand and received an initial delivery of 2,527,167 shares, representing an estimate of 80% of the total
shares expected to be delivered under the October ASR Agreement. At settlement, the financial institution may be required to
deliver additional shares of common stock to us or, under certain circumstances, we may be required to deliver shares of our
common stock or may elect to make a cash payment to the financial institution. Upon the final settlement of the October ASR
Agreement, subsequent to fiscal year 2015, we received an additional delivery of 483,913 shares of its common stock based on
a weighted average cost per share of $41.51 over the term of the October ASR agreement.
Additionally, during the fiscal year 2015 we used $100.0 million to repurchase shares in the open market.
In February 2016, our board of directors increased the availability under the existing share repurchase program to $200.0
million of outstanding shares of our common stock. This repurchase authorization expires two years from the date of such
increase. In February 2016, we entered into an accelerated share repurchase agreement (the “February 2016 ASR Agreement”)
with a third-party financial institution. Pursuant to the terms of the February 2016 ASR Agreement, we paid the financial
institution $30.0 million from cash on hand and received an initial delivery of 553,506 shares, representing an estimate of 80%
of the total shares expected to be delivered under the February 2016 ASR Agreement. At settlement, the financial institution
may be required to deliver additional shares of common stock to us or, under certain circumstances, the Company may be
-47-
required to deliver shares of its common stock or may elect to make a cash payment to the financial institution. Final settlement
of the February 2016 ASR Agreement is expected to be completed in the first quarter of fiscal year 2016.
In order to assess our current debt levels, including servicing our long-term debt, and our ability to take on additional
borrowings, we monitor a leverage ratio of our long-term debt, net of cash (“Net Debt”), to adjusted earnings before interest,
taxes, depreciation, and amortization (“Adjusted EBITDA”). This leverage ratio, and the related Net Debt and Adjusted
EBITDA measures used to compute it are non-GAAP measures, and our use of the terms Net Debt and Adjusted EBITDA may
vary from other companies, including those in our industry, due to the potential inconsistencies in the method of calculation and
differences due to items subject to interpretation. Net Debt reflects the gross principal amount outstanding under our securitized
financing facility and capital lease obligations, less short-term cash, cash equivalents, and restricted cash, excluding cash
reserved for gift card/certificate programs. Adjusted EBITDA is defined in our securitized financing facility as net income
before interest, taxes, depreciation and amortization, and impairment charges, as adjusted for certain items that are summarized
in the table below. Net Debt should not be considered as an alternative to debt, total liabilities, or any other obligations derived
in accordance with GAAP. Adjusted EBITDA should not be considered as an alternative to net income, operating income, or
any other performance measures derived in accordance with GAAP, as a measure of operating performance, or as an alternative
to cash flows as a measure of liquidity. Net Debt, Adjusted EBITDA, and the related leverage ratio have important limitations
as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under
GAAP. However, we believe that presenting Net Debt, Adjusted EBITDA and the related leverage ratio are appropriate to
provide additional information to investors to demonstrate our current debt levels and ability to take on additional borrowings.
As of December 26, 2015, we had a Net Debt to Adjusted EBITDA ratio of 5.2 to 1.0. The following is a reconciliation of our
Net Debt and Adjusted EBITDA to the corresponding GAAP measures as of and for the fiscal year ending December 26, 2015,
respectively (in thousands):
Principal outstanding under Class A-2 Notes
Total capital lease obligations
Less: cash and cash equivalents
Less: restricted cash, current
Plus: cash held for gift card/certificate programs
Net Debt
Net income including noncontrolling interests
Interest expense
Income tax expense
Depreciation and amortization
Impairment charges
Japan joint venture impairment, net(a)
EBITDA
Adjustments:
Non-cash adjustments(b)
Loss on debt extinguishment and refinancing transactions(c)
Other(d)
Total adjustments
Adjusted EBITDA
December 26,
2015
2,481,250
8,043
(260,430)
(71,917)
142,548
2,299,494
Fiscal year
2015
105,229
96,765
96,359
45,244
623
54,300
398,520
12,402
20,554
8,525
41,481
440,001
$
$
$
$
(a)
(b)
(c)
(d)
Represents an impairment of our investment in the Japan JV. See note 6 to the consolidated financial statements
included herein.
Represents non-cash adjustments, including stock compensation expense, legal reserves, and other non-cash gains and
losses.
Represents transaction costs associated with the refinancing and repayment of long-term debt, including fees paid to
third parties and the write-off of debt issuance costs and original issue discount.
Represents loss on settlement of our Canadian pension plan in June 2015 as a result of the closure of our Canadian ice
cream manufacturing plant in fiscal year 2012, as well as costs and fees associated with various franchisee-related
investments, bank fees, and the net impact of other insignificant adjustments.
-48-
Based upon our current level of operations and anticipated growth, we believe that the cash generated from our operations and
amounts available under our Variable Funding Notes will be adequate to meet our anticipated debt service requirements, capital
expenditures, and working capital needs for at least the next twelve months. We believe that we will be able to meet these
obligations even if we experience no growth in sales or profits. There can be no assurance, however, that our business will
generate sufficient cash flows from operations or that future borrowings will be available under our Variable Funding Notes or
otherwise to enable us to service our indebtedness, including our securitized financing facility, or to make anticipated capital
expenditures. Our future operating performance and our ability to service, extend, or refinance the securitized financing facility
will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our
control.
Off balance sheet obligations
In limited instances, we issue guarantees to financial institutions so that our franchisees can obtain financing with terms of
approximately three to ten years for various business purposes. We recognize a liability and offsetting asset for the fair value of
such guarantees. The fair value of a guarantee is based on historical default rates of our total guaranteed loan pool. We monitor
the financial condition of our franchisees and record provisions for estimated losses on guaranteed liabilities of our franchisees
if we believe that our franchisees are unable to make their required payments. As of December 26, 2015, if all of our
outstanding guarantees of third-party franchisee financing obligations came due simultaneously, we would be liable for
approximately $2.0 million. As of December 26, 2015, there were no amounts under such guarantees that were due. We
generally have cross-default provisions with these franchisees that would put the franchisee in default of its franchise
agreement in the event of non-payment under such loans. We believe these cross-default provisions significantly reduce the risk
that we would not be able to recover the amount of required payments under these guarantees and, historically, we have not
incurred significant losses under these guarantees due to defaults by our franchisees.
We have various supply chain contracts that provide for purchase commitments or exclusivity, the majority of which result in
us being contingently liable upon early termination of the agreement or engaging with another supplier. As of December 26,
2015, we were contingently liable under such supply chain agreements for approximately $157.8 million. We assess the risk of
performing under each of these guarantees on a quarterly basis, and, based on various factors including internal forecasts, prior
history, and ability to extend contract terms, we have determined no reserves are necessary related to these commitments as of
December 26, 2015.
As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain
restaurants and the guarantee of certain other leases, we are contingently liable on certain lease agreements. These leases have
varying terms, the latest of which expires in 2024. As of December 26, 2015, the potential amount of undiscounted payments
we could be required to make in the event of nonpayment by the primary lessee was $3.7 million. Our franchisees are the
primary lessees under the majority of these leases. We generally have cross-default provisions with these franchisees that would
put them in default of their franchise agreement in the event of nonpayment under the lease. We believe these cross-default
provisions significantly reduce the risk that we will be required to make payments under these leases, and we have not recorded
a liability for such contingent liabilities.
Contractual obligations
The following table sets forth our contractual obligations as of December 26, 2015:
(In millions)
Long-term debt(1)
Capital lease obligations
Operating lease obligations
Short and long-term obligations(2)
Total(3)(4)(5)
Total
$
2,982.7
16.4
678.5
0.4
$
3,678.0
Less than
1 year
1-3
years
3-5
years
More than
5 years
119.2
1.4
56.8
0.4
177.8
235.6
2.9
112.4
—
350.9
896.9
2.4
104.5
—
1,731.0
9.7
404.8
—
1,003.8
2,145.5
(1)
(2)
Amounts include mandatory principal payments on long-term debt, as well as estimated interest of $94.2 million,
$185.6 million, $140.1 million, and $81.6 million for less than 1 year, 1-3 years, 3-5 years, and more than 5 years,
respectively. Amounts due under the Indenture are reflected through the anticipated repayment dates as described
further above in “Liquidity and capital resources.”
Amounts include obligations to former employees under severance agreements. Excluded from these amounts are any
payments that may be required related to pending litigation, such as the Bertico matter more fully described in note 17
(d) to our consolidated financial statements included herein, as the amount and timing of cash requirements, if any, are
-49-
(3)
(4)
(5)
uncertain. Additionally, liabilities to employees and former employees under deferred compensation arrangements
totaling $9.1 million are excluded from the table above, as timing of payment is uncertain.
We have various supply chain contracts that provide for purchase commitments or exclusivity, the majority of which
result in our being contingently liable upon early termination of the agreement or engaging with another supplier. As
of December 26, 2015, we were contingently liable under such supply chain agreements for approximately $157.8
million, and considering various factors including internal forecasts, prior history, and ability to extend contract terms,
no accrual was required related to these supply chain commitments. Such amounts are not included in the table above
as timing of payment, if any, is uncertain.
We are guarantors of and are contingently liable for certain lease arrangements primarily as the result of our assigning
our interest. As of December 26, 2015, we were contingently liable for $3.7 million under these guarantees, which are
discussed further above in “Off balance sheet obligations.” Additionally, in certain cases, we issue guarantees to
financial institutions so that franchisees can obtain financing. If all outstanding guarantees, which are discussed further
below in “Critical accounting policies,” came due as of December 26, 2015, we would be liable for approximately
$2.0 million. Such amounts are not included in the table above as timing of payment, if any, is uncertain.
Income tax liabilities for uncertain tax positions, gift card/certificate liabilities, and liabilities to various advertising
funds are excluded from the table above as we are not able to make a reasonably reliable estimate of the amount and
period of related future payments. As of December 26, 2015, we had a liability for uncertain tax positions, including
accrued interest and penalties thereon, of $4.0 million. As of December 26, 2015, we had a gift card/certificate liability
of $176.1 million and a gift card breakage liability of $24.0 million (see note 2(v) to our consolidated financial
statements included herein). As of December 26, 2015, we had a net payable of $11.6 million to various advertising
funds.
Critical accounting policies
Our significant accounting policies are more fully described under the heading “Summary of significant accounting policies” in
Note 2 of the notes to the consolidated financial statements. However, we believe the accounting policies described below are
particularly important to the portrayal and understanding of our financial position and results of operations and require
application of significant judgment by our management. In applying these policies, management uses its judgment in making
certain assumptions and estimates.
These judgments involve estimations of the effect of matters that are inherently uncertain and may have a significant impact on
our quarterly and annual results of operations or financial condition. Changes in estimates and judgments could significantly
affect our result of operations, financial condition, and cash flow in future years. The following is a description of what we
consider to be our most significant critical accounting policies.
Revenue recognition
Initial franchise fee revenue is recognized upon substantial completion of the services required of us as stated in the franchise
agreement, which is generally upon opening of the respective restaurant. Fees collected in advance are deferred until earned.
Royalty income is based on a percentage of franchisee gross sales and is recognized when earned, which occurs at the
franchisees’ point of sale. Renewal fees are recognized when a renewal agreement with a franchisee becomes effective. Rental
income for base rentals is recorded on a straight-line basis over the lease term. Contingent rent is recognized as earned, and any
amounts received from lessees in advance of achieving stipulated thresholds are deferred until such threshold is actually
achieved. Revenue from the sale of ice cream is recognized when title and risk of loss transfers to the buyer, which is generally
upon delivery. Licensing fees are recognized when earned, which is generally upon sale of the underlying products by the
licensees. Retail store revenues at company-operated restaurants are recognized when payment is tendered at the point of sale,
net of sales tax and other sales-related taxes. Gains on the refranchise or sale of a restaurant are recognized when the sale
transaction closes, the franchisee has a minimum amount of the purchase price in at risk equity, and we are satisfied that the
buyer can meet its financial obligations to us.
Allowances for franchise, license, and lease receivables / guaranteed financing
We reserve all or a portion of a franchisee’s receivable balance when deemed necessary based upon detailed review of such
balances, and apply a pre-defined reserve percentage based on an aging criteria to other balances. We perform our reserve
analysis during each fiscal quarter or when events or circumstances indicate that we may not collect the balance due. While we
use the best information available in making our determination, the ultimate recovery of recorded receivables is also dependent
upon future economic events and other conditions that may be beyond our control.
In limited instances, we issue guarantees to financial institutions so that our franchisees can obtain financing with terms of
approximately three to ten years for various business purposes. We recognize a liability and offsetting asset for the fair value of
-50-
such guarantees. The fair value of a guarantee is based on historical default rates of our total guaranteed loan pool. We monitor
the financial condition of our franchisees and record provisions for estimated losses on guaranteed liabilities of our franchisees
if we believe that our franchisees are unable to make their required payments. As of December 26, 2015, if all of our
outstanding guarantees of franchisee financing obligations came due simultaneously, we would be liable for approximately $2.0
million. As of December 26, 2015, we had recorded an immaterial amount of reserves for such guarantees. We generally have
cross-default provisions with these franchisees that would put the franchisee in default of its franchise agreement in the event of
non-payment under such loans. We believe these cross-default provisions significantly reduce the risk that we would not be
able to recover the amount of required payments under these guarantees and, historically, we have not incurred significant
losses under these guarantees due to defaults by our franchisees.
Impairment of equity method investments
We evaluate our equity method investments for impairment whenever an event or change in circumstances occurs that may
have a significant adverse impact on the fair value of the investment. If a loss in value has occurred and is deemed to be other
than temporary, an impairment loss is recorded. We review several factors to determine whether a loss has occurred that is other
than temporary, including absence of an ability to recover the carrying amount of the investment, the length and extent of the
fair value decline, and the financial condition and future prospects of the investee.
As more fully described in note 6 to the consolidated financial statements included herein, we recorded an impairment of our
investment in the Japan JV in the fourth quarter of fiscal year 2015 of $54.3 million, resulting in a carrying value of our
investment in the Japan JV of approximately $8.7 million as of December 26, 2015. The fair value of the investment was
determined with the assistance of a third-party valuation specialist using a combination of market and income approaches to
valuation. Although public shareholders do hold a minority stake in the Japan JV, it was determined that the public stock price
was not indicative of fair value. This determination was based primarily on the limited trading volumes of the Japan JV’s shares
relative to other more liquid securities, the lack of market reaction to the sustained underperformance of the Japan JV and other
public disclosures, and the unsupportable implied valuation multiples of the public stock price relative to peer companies and
the Japan JV’s historical valuation multiples.
In performing the valuation, the market-based approach was based on multiples of the Japan JV’s historical and projected
earnings before interest, taxes, depreciation, and amortization (“EBITDA”) utilizing trading multiples of a selected peer group
of companies. The income approach utilized the discounted cash flow method, which determined enterprise value based on the
present value of estimated future net cash flows the Japan JV is expected to generate over a forecasted three-year period plus
the present value of estimated cash flows beyond that period based on a level of growth in perpetuity. These two approaches
were then weighted equally to determine a single total equity value. The significant assumptions underlying the market-based
approach were the EBITDA multiples applied of between 5.5x and 6.0x. The significant assumptions underlying the income
approach were the discount rate applied of 11.6% and the EBITDA perpetuity growth rate of 5.0%.
The impairment of our investment in the Japan JV is reflected as a reduction to the Company’s equity method investments in
the consolidated balance sheet as of December 26, 2015. As the Company had previously recorded a step-up in the basis of our
investment in the Japan JV comprising amortizable franchise rights and nonamortizable goodwill, the impairment was first
allocated to fully impair these investor-level assets. The remaining impairment was recorded to the underlying assets of the
Japan JV by fully impairing the underlying property, plant, and equipment, net of any related tax impact, with any residual
impairment allocated ratably to other non-financial long-term assets.
Impairment of goodwill and other intangible assets
Goodwill and trade names (“indefinite-lived intangibles”) have been assigned to our reporting units, which are also our
operating segments, for purposes of impairment testing. All of our reporting units have indefinite-lived intangibles associated
with them.
We evaluate the remaining useful life of our trade names to determine whether current events and circumstances continue to
support an indefinite useful life. In addition, all of our indefinite-lived intangible assets are tested for impairment annually. We
first assess qualitative factors to determine whether it is more likely than not that a trade name is impaired. In the event we
were to determine that the carrying value of a trade name would more likely than not exceed its fair value, quantitative testing
would be performed. Quantitative testing consists of a comparison of the fair value of each trade name with its carrying value,
with any excess of carrying value over fair value being recognized as an impairment loss. For goodwill, we first perform a
qualitative assessment to determine if the fair value of the reporting unit is more likely than not greater than the carrying
amount. In the event we were to determine that a reporting unit’s carrying value would more likely than not exceed its fair
value, quantitative testing would be performed which consists of a comparison of each reporting unit’s fair value to its carrying
value. The fair value of a reporting unit is an estimate of the amount for which the unit as a whole could be sold in a current
-51-
transaction between willing parties. If the carrying value of a reporting unit exceeds its fair value, goodwill is written down to
its implied fair value. We have selected the first day of our fiscal third quarter as the date on which to perform our annual
impairment test for all indefinite-lived intangible assets. We also test for impairment whenever events or circumstances indicate
that the fair value of such indefinite-lived intangibles has been impaired. No impairment of indefinite-lived intangible assets
was recorded during fiscal years 2015, 2014, or 2013.
We have intangible assets other than goodwill and trade names that are amortized on a straight-line basis over their estimated
useful lives or terms of their related agreements. Other intangible assets consist primarily of franchise and international license
rights (“franchise rights”), ice cream distribution and territorial franchise agreement license rights (“license rights”), and
operating lease interests acquired related to our prime leases and subleases (“operating leases acquired”). Franchise rights,
license rights, and operating leases acquired recorded in the consolidated balance sheets were valued using an appropriate
valuation method during the period of acquisition. Amortization of franchise rights, license rights, and favorable operating
leases acquired is recorded as amortization expense in the consolidated statements of operations and amortized over the
respective franchise, license, and lease terms using the straight-line method. Unfavorable operating leases acquired related to
our prime leases and subleases are recorded in the liability section of the consolidated balance sheets and are amortized into
rental expense and rental income, respectively, over the base lease term of the respective leases using the straight-line method.
Our amortizable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the
carrying amount of the intangible asset may not be recoverable. An intangible asset that is deemed impaired is written down to
its estimated fair value, which is based on discounted cash flows.
As a result of the impairment of our investment in the Japan JV, we assessed if there was any impairment of intangible assets
within the Baskin-Robbins International reporting unit, and concluded such assets were not impaired.
Income taxes
Our major tax jurisdictions subject to income tax are the U.S. and Canada. The majority of our U.S. legal entities are limited
liability companies (“LLCs”), which are single member entities that are treated as disregarded entities and included as part of
DBGI in a consolidated federal income tax return. We also have subsidiaries in foreign jurisdictions that file separate tax
returns in their respective countries and local jurisdictions, as required. In addition to Canada, the foreign jurisdictions that our
subsidiaries file tax returns include the United Kingdom, Australia, Spain, China, Brazil, and Germany. Additionally, we have a
foreign subsidiary located in Dubai within the United Arab Emirates, for which no income tax return is required to be filed. The
current income tax liabilities for our foreign subsidiaries are calculated on a stand-alone basis. The current federal tax liability
for each entity included in our consolidated federal income tax return is calculated on a stand-alone basis, including foreign
taxes, for which a separate company foreign tax credit is calculated in lieu of a deduction for foreign withholding taxes paid. As
a matter of course, we are regularly audited by federal, state, and foreign tax authorities.
Deferred tax assets and liabilities are recorded for the expected future tax consequences of items that have been included in our
consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the differences
between the financial statement carrying amounts of assets and liabilities and the respective tax bases of assets and liabilities
using enacted tax rates that are expected to apply in years in which the temporary differences are expected to reverse. The
effects of changes in tax rate and changes in apportionment of income between tax jurisdictions on deferred tax assets and
liabilities are recognized in the consolidated statements of operations in the year in which the law is enacted or change in
apportionment occurs. Valuation allowances are provided when we do not believe it is more likely than not that we will realize
the benefit of identified tax assets.
A tax position taken or expected to be taken in a tax return is recognized in the financial statements when it is more likely than
not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the
largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Estimates of interest
and penalties on unrecognized tax benefits are recorded in the provision for income taxes.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion
or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in
making this assessment.
-52-
Legal contingencies
We are engaged in litigation that arises in the ordinary course of business as a franchisor. Such matters typically include
disputes related to compliance with the terms of franchise and development agreements, including claims or threats of claims of
breach of contract, negligence, and other alleged violations by us. We record reserves for legal contingencies when information
available to us indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably
estimated. Predicting the outcomes of claims and litigation and estimating the related costs and exposures involve substantial
uncertainties that could cause actual costs to vary materially from estimates. Legal costs incurred in connection with legal and
other contingencies are expensed as the costs are incurred.
Recently Issued Accounting Standards
In November 2015, the Financial Accounting Standards Board (the “FASB”) issued new guidance to simplify the presentation
of deferred income taxes, which requires that deferred tax assets and liabilities, along with any related valuation allowance, be
classified as noncurrent in the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax
asset or liability. The guidance does not change the existing guidance which prohibits offsetting deferred tax liabilities from one
jurisdiction against deferred tax assets of another jurisdiction. Based on the effective date for all public companies, this
guidance is effective for us in fiscal year 2017, and early adoption is permitted. The guidance may be applied either
prospectively or retrospectively to all periods presented. We retrospectively adopted this guidance as of December 26, 2015,
which resulted in a reclassification of $49.2 million of current deferred tax assets to other assets and other long-term liabilities
of $7.7 million and $41.5 million, respectively, in the consolidated balance sheet as of December 27, 2014. The adoption of this
guidance did not have any impact in our consolidated statements of operations or cash flows.
In April 2015, the FASB issued new guidance to simplify the presentation of debt issuance costs, which requires that debt
issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with
debt discounts or premiums, instead of as an asset. Based on the effective date for all public companies, this guidance is
effective for us in fiscal year 2016, and early adoption is permitted. The guidance may be applied prospectively or
retrospectively to all periods presented. We retrospectively adopted this guidance as of December 26, 2015, which resulted in a
reclassification of debt issuance costs of $11.5 million from other assets to long-term debt, net in the consolidated balance
sheet, resulting in a corresponding reduction in total assets and total long-term liabilities as of December 27, 2014. The
adoption of this guidance did not have any impact in our consolidated statements of operations or cash flows.
In May 2014, the FASB issued new guidance for revenue recognition related to contracts with customers, except for contracts
within the scope of other standards, which supersedes nearly all existing revenue recognition guidance. The new guidance
provides a single framework in which revenue is required to be recognized to depict the transfer of goods or services to
customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or
services. In August 2015, the FASB issued new guidance to defer the mandatory effective date by one year and permit early
adoption but not before the original effective date. As a result, this guidance is now effective for us in fiscal year 2018 with
early adoption permitted in fiscal year 2017. We expect to adopt this new standard in fiscal year 2018 and are currently
evaluating the impact the adoption of this new standard will have in our accounting policies, consolidated financial statements,
and related disclosures, and have not yet selected a transition method.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Foreign exchange risk
We are subject to inherent risks attributed to operating in a global economy. Most of our revenues, costs and debts are
denominated in U.S. dollars. However, royalty income from our international franchisees is payable in U.S. dollars, and is
generally based on a percentage of franchisee gross sales denominated in the foreign currency of the country in which the point
of distribution is located, and is therefore subject to foreign currency fluctuations. Additionally, our investments in, and equity
income from, joint ventures are denominated in foreign currencies, and are therefore also subject to foreign currency
fluctuations. For fiscal year 2015, a 5% change in foreign currencies relative to the U.S. dollar would have had an
approximately $1.1 million impact on international royalty income and an approximately $0.6 million impact on equity in net
income of joint ventures. Additionally, a 5% change in foreign currencies as of December 26, 2015 would have had a $5.3
million impact on the carrying value of our investments in joint ventures. In the future, we may consider the use of derivative
financial instruments, such as forward contracts, to manage foreign currency exchange rate risks.
-53-
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Dunkin’ Brands Group, Inc.:
We have audited the accompanying consolidated balance sheets of Dunkin’ Brands Group, Inc. and subsidiaries as of December 26,
2015 and December 27, 2014, and the related consolidated statements of operations, comprehensive income, stockholders’ equity
(deficit), and cash flows for each of the years in the
period ended December 26, 2015. These consolidated financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Dunkin’ Brands Group, Inc. and subsidiaries as of December 26, 2015 and December 27, 2014, and the results of their operations
and their cash flows for each of the years in the
period ended December 26, 2015, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 2(x) to the consolidated financial statements, the Company has changed its method of accounting for
deferred income taxes and debt issuance costs as of December 26, 2015 due to the early adoption of Accounting Standards
Update 2015-17, Balance Sheet Classification of Deferred Taxes, and Accounting Standards Update 2015-03, Simplifying the
Presentation of Debt Issuance Costs, respectively.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Dunkin’ Brands Group, Inc.’s internal control over financial reporting as of December 26, 2015, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 18, 2016 expressed an unqualified opinion on the effectiveness of the
Company’s internal control over financial reporting.
/s/ KPMG LLP
Boston, Massachusetts
February 18, 2016
-54-
DUNKIN’ BRANDS GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
December 26,
2015
December 27,
2014
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Notes and other receivables, net
Restricted assets of advertising funds
Prepaid income taxes
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Equity method investments
Goodwill
Other intangible assets, net
Other assets
Total assets
Liabilities, Redeemable Noncontrolling Interests, and Stockholders’ Equity (Deficit)
Current liabilities:
Current portion of long-term debt
Capital lease obligations
Accounts payable
Liabilities of advertising funds
Deferred income
Other current liabilities
Total current liabilities
Long-term debt, net
Capital lease obligations
Unfavorable operating leases acquired
Deferred income
Deferred income taxes, net
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies (note 17)
Redeemable noncontrolling interests
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued and
outstanding
Common stock, $0.001 par value; 475,000,000 shares authorized; 92,668,211 shares
issued and 92,641,044 shares outstanding at December 26, 2015; 104,630,978 shares
issued and outstanding at December 27, 2014
Additional paid-in capital
Treasury stock, at cost; 27,167 shares at December 26, 2015
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders’ equity (deficit) of Dunkin’ Brands
Noncontrolling interests
Total stockholders’ equity (deficit)
Total liabilities, redeemable noncontrolling interests, and stockholders’ equity
(deficit)
See accompanying notes to consolidated financial statements.
-55-
$
$
$
260,430
71,917
53,142
75,218
38,554
23,899
34,664
557,824
182,614
106,878
889,588
1,401,208
59,007
3,197,119
25,000
546
18,663
50,189
31,535
292,859
418,792
2,420,600
7,497
12,975
15,619
476,510
65,869
2,999,070
—
—
92
876,557
(1,075)
(1,076,479)
(20,046)
(220,951)
208
(220,743)
208,080
—
55,908
49,152
34,300
24,861
21,101
393,402
182,061
164,493
891,370
1,425,797
67,277
3,124,400
3,852
506
13,814
48,081
30,374
258,892
355,519
1,795,623
7,575
14,795
14,935
498,814
62,189
2,393,931
6,991
—
104
1,093,363
—
(711,531)
(13,977)
367,959
—
367,959
$
3,197,119
3,124,400
DUNKIN’ BRANDS GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
Revenues:
Franchise fees and royalty income
Rental income
Sales of ice cream and other products
Sales at company-operated restaurants
Other revenues
Total revenues
Operating costs and expenses:
Occupancy expenses—franchised restaurants
Cost of ice cream and other products
Company-operated restaurant expenses
General and administrative expenses, net
Depreciation
Amortization of other intangible assets
Long-lived asset impairment charges
Total operating costs and expenses
Net income (loss) of equity method investments:
Net income, excluding impairment
Impairment charge
Net income (loss) of equity method investments
Other operating income, net
Operating income
Other income (expense), net:
Interest income
Interest expense
Loss on debt extinguishment and refinancing transactions
Other losses, net
Total other expense, net
Income before income taxes
Provision for income taxes
Net income including noncontrolling interests
Net income (loss) attributable to noncontrolling interests
Net income attributable to Dunkin’ Brands
Earnings per share:
Common—basic
Common—diluted
Cash dividends declared per common share
See accompanying notes to consolidated financial statements.
-56-
$
$
$
513,222
100,422
115,252
28,340
53,697
810,933
54,611
76,877
29,900
243,796
20,556
24,688
623
451,051
12,555
(54,300)
(41,745)
1,430
319,567
424
(96,765)
(20,554)
(1,084)
(117,979)
201,588
96,359
105,229
2
105,227
1.10
1.08
1.06
482,329
97,663
117,484
22,206
29,027
748,709
53,395
83,129
22,687
226,301
19,779
25,760
1,484
432,535
14,846
—
14,846
7,838
338,858
274
(68,098)
(13,735)
(1,566)
(83,125)
255,733
80,170
175,563
(794)
176,357
1.67
1.65
0.92
453,976
96,082
112,276
24,976
26,530
713,840
52,097
79,278
24,480
230,847
22,423
26,943
563
436,631
19,243
(873)
18,370
9,157
304,736
404
(80,235)
(5,018)
(1,799)
(86,648)
218,088
71,784
146,304
(599)
146,903
1.38
1.36
0.76
DUNKIN’ BRANDS GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In thousands)
Fiscal year ended
December 26,
2015
105,229
$
December 27,
2014
175,563
December 28,
2013
146,304
(6,721)
(13,743)
(14,909)
(1,273)
(2,369)
7,740
2,874
(949)
(6,069)
99,160
2
224
572
(15,316)
160,247
(794)
161,041
(612)
(21)
(7,802)
138,502
(599)
139,101
Net income including noncontrolling interests
Other comprehensive income (loss), net:
Effect of foreign currency translation, net of deferred tax expense of
$524, $358, and $205 for the fiscal years ended December 26, 2015,
December 27, 2014, and December 28, 2013, respectively
Effect of interest rate swaps, net of deferred tax expense (benefit) of
$(867), $(1,608) and $5,290 for the fiscal years ended December 26,
2015, December 27, 2014 and December 28, 2013, respectively
Effect of pension plan, net of deferred tax expense (benefit) of $866,
$80, and $(200) for the fiscal years ended December 26, 2015,
December 27, 2014, and December 28, 2013, respectively
Other
Total other comprehensive loss, net
Comprehensive income including noncontrolling interests
Comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to Dunkin’ Brands
$
99,158
See accompanying notes to consolidated financial statements.
-57-
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DUNKIN’ BRANDS GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income including noncontrolling interests
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Amortization of debt issuance costs and original issue discount
Loss on debt extinguishment and refinancing transactions
Deferred income taxes
Provision for bad debt
Share-based compensation expense
Net loss (income) of equity method investments
Dividends received from equity method investments
Gain on sale of joint venture
Gain on sale of real estate and company-operated restaurants
Other, net
Change in operating assets and liabilities:
Restricted cash
Accounts, notes, and other receivables, net
Prepaid income taxes, net
Other current assets
Accounts payable
Other current liabilities
Liabilities of advertising funds, net
Deferred income
Other, net
Net cash provided by operating activities
Cash flows from investing activities:
Additions to property and equipment
Proceeds from sale of real estate and company-operated restaurants
Proceeds from sale of joint venture, net
Other, net
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Repayment of long-term debt
Payment of debt issuance and other debt-related costs
Repurchases of common stock, including accelerated share repurchases
Dividends paid on common stock
Change in restricted cash
Exercise of stock options
Excess tax benefits from share-based compensation
Other, net
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental cash flow information:
Cash paid for income taxes
Cash paid for interest
Noncash investing activities:
Property and equipment included in accounts payable and other
current liabilities
Purchase of leaseholds in exchange for capital lease obligations
See accompanying notes to consolidated financial statements.
-59-
December 26,
2015
Fiscal year ended
December 27,
2014
December 28,
2013
$
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175,563
146,304
45,244
5,969
20,554
(21,107)
3,343
16,092
41,745
6,671
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(65,673)
(26,316)
591
(6,185)
6,514
40,258
(1,124)
1,866
12,214
185,566
(30,246)
2,693
—
(7,914)
(35,467)
2,500,000
(1,837,824)
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(100,516)
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10,353
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(96,856)
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52,350
208,080
260,430
106,924
90,564
579
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2,821
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7,427
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252,618
256,933
98,483
78,127
1,366
173
DUNKIN’ BRANDS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Description of business and organization
Dunkin’ Brands Group, Inc. (“DBGI”), together with its consolidated subsidiaries, is one of the world’s largest franchisors of
restaurants serving coffee and baked goods, as well as ice cream, within the quick service restaurant segment of the restaurant
industry. We develop, franchise, and license a system of both traditional and nontraditional quick service restaurants and, in
limited circumstances, own and operate individual locations. Through our Dunkin’ Donuts brand, we develop and franchise
restaurants featuring coffee, donuts, bagels, breakfast sandwiches, and related products. Through our Baskin-Robbins brand, we
develop and franchise restaurants featuring ice cream, frozen beverages, and related products. Additionally, we distribute
Baskin-Robbins ice cream products to Baskin-Robbins franchisees and licensees in certain international markets.
Throughout these consolidated financial statements, “Dunkin’ Brands,” “the Company,” “we,” “us,” “our,” and “management”
refer to DBGI and its consolidated subsidiaries taken as a whole.
(2) Summary of significant accounting policies
(a) Fiscal year
The Company operates and reports financial information on a 52- or 53-week year on a 13-week quarter basis with the fiscal
year ending on the last Saturday in December and fiscal quarters ending on the 13th Saturday of each quarter (or 14th Saturday
when applicable with respect to the fourth fiscal quarter). The data periods contained within fiscal years 2015, 2014, and 2013
reflect the results of operations for the 52-week periods ended December 26, 2015, December 27, 2014, and December 28,
2013, respectively.
(b) Basis of presentation and consolidation
The accompanying consolidated financial statements include the accounts of DBGI and subsidiaries and have been prepared in
accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant
transactions and balances between subsidiaries and affiliates have been eliminated in consolidation.
We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a
majority voting interest. We also consider for consolidation an entity, in which we have certain interests, where the controlling
financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a
variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity
that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the
obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. The principal entities in which
we possess a variable interest include franchise entities, the advertising funds (see note 4), and our equity method investees. We
do not possess any ownership interests in franchise entities, except for our investments in various entities that are accounted for
under the equity method or are otherwise consolidated. Additionally, we generally do not provide financial support to franchise
entities in a typical franchise relationship. As our franchise and license arrangements provide our franchisee and licensee
entities the power to direct the activities that most significantly impact their economic performance, we do not consider
ourselves the primary beneficiary of any such entity that might be a VIE. Based on the results of our analysis of potential VIEs,
we have not consolidated any franchise entities, with the exception of those noted below. The Company’s maximum exposure
to loss resulting from involvement with potential franchise VIEs is attributable to aged trade and notes receivable balances,
outstanding loan guarantees (see note 17(b)), and future lease payments due from franchisees (see note 11).
Noncontrolling interests included within total stockholders’ equity (deficit) in the consolidated balance sheet as of
December 26, 2015 represent interests in a franchise entity that has been deemed a variable interest entity and for which the
Company is the primary beneficiary.
The Company entered into a partnership agreement in 2012, under which it held a 51% interest in a limited partnership that
owned and operated Dunkin’ Donuts restaurants in the Dallas, Texas area. The Company possessed control of this entity and,
therefore, consolidated the results of the limited partnership. During fiscal year 2013, the Company amended the partnership
agreement with the noncontrolling owners to provide the noncontrolling owners the option in early 2017 to sell their entire
interest to the Company. As a result of the amendment, the partnership agreement contained a redemption feature that was not
redeemable at the time, but it was probable to become redeemable in the future. As such, the Company reclassified the
noncontrolling interests in fiscal year 2013 to temporary equity (between liabilities and stockholders’ equity (deficit)) in the
consolidated balance sheets. The net loss and comprehensive loss attributable to the noncontrolling interest are presented
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separately in the consolidated statements of operations and comprehensive income, respectively. During the second quarter of
fiscal year 2015, the Company purchased the remaining interests in the limited partnership.
(c) Accounting estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates, judgments,
and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent
assets and liabilities at the date of the financial statements and for the period then ended. Significant estimates are made in the
calculations and assessments of the following: (a) allowance for doubtful accounts and notes receivables, (b) impairment of
tangible and intangible assets, (c) other-than-temporary impairment of equity method investments, (d) income taxes, (e) share-
based compensation, (f) lease accounting estimates, (g) gift certificate breakage, (h) management fees charged to subsidiaries
and affiliates, and (i) contingencies. Estimates are based on historical experience, current conditions, and various other
assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments
about the carrying values of assets and liabilities when they are not readily apparent from other sources. We adjust such
estimates and assumptions when facts and circumstances dictate. Actual results may differ from these estimates under different
assumptions or conditions.
(d) Cash and cash equivalents and restricted cash
The Company continually monitors its positions with, and the credit quality of, the financial institutions in which it maintains
its deposits and investments. As of December 26, 2015 and December 27, 2014, we maintained balances in various cash
accounts in excess of federally insured limits. All highly liquid instruments purchased with an original maturity of three months
or less are considered cash equivalents.
Cash held related to the advertising funds and the Company’s gift card/certificate programs are classified as unrestricted cash as
there are no legal restrictions on the use of these funds; however, the Company intends to use these funds solely to support the
advertising funds and gift card/certificate programs rather than to fund operations. Total cash balances related to the advertising
funds and gift card/certificate programs as of December 26, 2015 and December 27, 2014 were $148.6 million and $136.2
million, respectively.
In accordance with the Company’s securitized financing facility, certain cash accounts have been established in the name of
Citibank, N.A. (the “Trustee”) for the benefit of the Trustee and the noteholders, and are restricted in their use. The Company
holds restricted cash which primarily represents (i) cash collections held by the Trustee, (ii) interest, principal, and commitment
fee reserves held by the Trustee related to the Company’s Notes (see note 8), and (iii) real estate reserves used to pay real estate
obligations. Changes in restricted cash accounts are presented as either a component of cash flows from operating or financing
activities in the consolidated statements of cash flows based on the nature of the restricted balance.
(e) Fair value of financial instruments
The carrying amounts of accounts receivable, notes and other receivables, assets and liabilities related to the advertising funds,
accounts payable, and other current liabilities approximate fair value because of their short-term nature. For long-term
receivables, we review the creditworthiness of the counterparty on a quarterly basis, and adjust the carrying value as necessary.
We believe the carrying value of long-term receivables of $2.4 million and $3.1 million as of December 26, 2015 and
December 27, 2014, respectively, approximates fair value.
Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value
hierarchy. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and
liabilities and lowest priority to unobservable inputs. Observable market data, when available, is required to be used in making
fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within
which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value
measurement.
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Financial assets and liabilities measured at fair value on a recurring basis as of December 26, 2015 and December 27, 2014 are
summarized as follows (in thousands):
December 26, 2015
December 27, 2014
Quoted prices
in active
markets for
identical assets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Assets:
Company-owned life insurance
Total assets
Liabilities:
$
$
Deferred compensation liabilities $
$
Total liabilities
—
—
—
—
5,802
5,802
9,068
9,068
Quoted prices
in active
markets for
identical assets
(Level 1)
Significant
other
observable
inputs
(Level 2)
—
—
—
—
2,975
2,975
8,488
8,488
Total
5,802
5,802
9,068
9,068
Total
2,975
2,975
8,488
8,488
The deferred compensation liabilities relate primarily to the Dunkin’ Brands, Inc. non-qualified deferred compensation plans
(“NQDC Plans”), which allows for pre-tax deferral of compensation for certain qualifying employees and directors (see
note 18). Changes in the fair value of the deferred compensation liabilities are derived using quoted prices in active markets of
the asset selections made by the participants. The deferred compensation liabilities are classified within Level 2, as defined
under U.S. GAAP, because their inputs are derived principally from observable market data by correlation to hypothetical
investments. The Company holds assets, which include company-owned life insurance policies, to partially offset the
Company’s liabilities under the NQDC Plans. The changes in the fair value of any company-owned life insurance policies are
derived using determinable cash surrender value. As such, the company-owned life insurance policies are classified within
Level 2, as defined under U.S. GAAP.
The carrying value and estimated fair value of long-term debt as of December 26, 2015 and December 27, 2014 were as
follows (in thousands):
Financial liabilities
Long-term debt
December 26, 2015
December 27, 2014
Carrying
value
2,445,600
$
Estimated
fair value
2,443,687
Carrying
value
1,799,475
Estimated
fair value
1,778,066
The estimated fair value of our long-term debt is estimated primarily based on current market rates for debt with similar terms
and remaining maturities or current bid prices for our long-term debt. Judgment is required to develop these estimates. As such,
our long-term debt is classified within Level 2, as defined under U.S. GAAP.
(f) Inventories
Inventories consist primarily of ice cream products sold to certain international markets that are in-transit from our third-party
manufacturer to our international licensees, during which time we hold title to such products. Inventories are valued at the
lower of cost or estimated net realizable value, and cost is generally determined based on the actual cost of the specific
inventory sold. Inventories are included within prepaid expenses and other current assets in the accompanying consolidated
balance sheets.
(g) Assets held for sale
Assets held for sale primarily represent costs incurred by the Company for store equipment and leasehold improvements
constructed for sale to franchisees, as well as restaurants formerly operated by franchisees or the Company waiting to be resold.
The value of such restaurants and related assets is reduced to reflect net recoverable values, with such reductions recorded to
general and administrative expenses, net in the consolidated statements of operations. Generally, internal specialists estimate
the amount to be recovered from the sale of such assets based on their knowledge of the (a) market in which the store is
located, (b) results of the Company’s previous efforts to dispose of similar assets, and (c) current economic conditions. The
actual cost of such assets held for sale is affected by specific factors such as the nature, age, location, and condition of the
assets, as well as the economic environment and inflation.
We classify restaurants and their related assets as held for sale and suspend depreciation and amortization when (a) we make a
decision to refranchise or sell the property, (b) the stores are available for immediate sale, (c) we have begun an active program
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to locate a buyer, (d) significant changes to the plan of sale are not likely, and (e) the sale is probable within one year. Assets
held for sale are included within prepaid expenses and other current assets in the accompanying consolidated balance sheets.
As of December 26, 2015 and December 27, 2014, prepaid expenses and other current assets in the consolidated balance sheets
included $8.8 million and $1.1 million, respectively, of assets held for sale, which primarily consisted of property and
equipment, net and goodwill.
(h) Property and equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the
estimated useful life or the remaining lease term of the related asset. Estimated useful lives are as follows:
Buildings
Leasehold improvements
Store, production, and other equipment
Software
Years
20 – 35
5 – 20
3 – 10
3 – 7
Routine maintenance and repair costs are charged to expense as incurred. Major improvements, additions, or replacements that
extend the life, increase capacity, or improve the safety or the efficiency of property are capitalized at cost and depreciated.
Major improvements to leased property are capitalized as leasehold improvements and depreciated. Interest costs incurred
during the acquisition period of capital assets are capitalized as part of the cost of the asset and depreciated.
(i) Leases
When determining lease terms, we begin with the point at which the Company obtains control and possession of the leased
properties. We include option periods for which failure to renew the lease imposes a penalty on the Company in such an
amount that the renewal appears, at the inception of the lease, to be reasonably assured, which generally includes option
periods through the end of the related franchise agreement term. We also include any rent holidays in the determination of the
lease term.
We record rent expense and rent income for leases and subleases, respectively, that contain scheduled rent increases on a
straight-line basis over the lease term as defined above. In certain cases, contingent rentals are based on sales levels of our
franchisees, in excess of stipulated amounts. Contingent rentals are included in rent income and rent expense as they are earned
or accrued, respectively.
We occasionally provide to our sublessees, or receive from our landlords, tenant improvement dollars. Tenant improvement
dollars paid to our sublessees are recorded as a deferred rent asset. For fixed asset and/or leasehold purchases for which we
receive tenant improvement dollars from our landlords, we record the property and equipment and/or leasehold improvements
gross and establish a deferred rent obligation. The deferred lease assets and obligations are amortized on a straight-line basis
over the determined sublease and lease terms, respectively.
Management regularly reviews sublease arrangements, where we are the lessor, for losses on sublease arrangements. We
recognize a loss, discounted using credit-adjusted risk-free rates, when costs expected to be incurred under an operating prime
lease exceed the anticipated future revenue stream of the operating sublease. Furthermore, for properties where we do not
currently have an operational franchise or other third-party sublessee and are under long-term lease agreements, the present
value of any remaining liability under the lease, discounted using credit-adjusted risk-free rates and net of estimated sublease
recovery, is recognized as a liability and recorded as an operating expense at the time we cease use of the property. The value of
any equipment and leasehold improvements related to a closed store is assessed for potential impairment (see note 2(j)).
(j) Impairment of long-lived assets
Long-lived assets that are used in operations are tested for recoverability whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable through undiscounted future cash flows. Recognition and measurement of a
potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash
flows are largely independent of the cash flows of other assets and liabilities. An impairment loss is the amount by which the
carrying amount of a long-lived asset or asset group exceeds its estimated fair value. Fair value is generally estimated by
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internal specialists based on the present value of anticipated future cash flows or, if required, by independent third-party
valuation specialists, depending on the nature of the assets or asset group.
(k) Equity method investments
The Company’s equity method investments consist of interests in B-R 31 Ice Cream Co., Ltd. (“Japan JV”), BR-Korea Co.,
Ltd. (“South Korea JV”), Coffee Alliance, S.L. (“Spain JV”), and Palm Oasis Pty. Ltd. (“Australia JV”), which are accounted
for in accordance with the equity method. As a result of the acquisition of the Company by three private equity firms on
March 1, 2006 (“BCT Acquisition”), the Company recorded a step-up in the basis of our investment in the Japan JV. The basis
difference was comprised of amortizable franchise rights and related tax liabilities and nonamortizable goodwill. The franchise
rights and related tax liabilities were amortized in a manner that reflected the estimated benefits from the use of the intangible
asset over a period of 14 years. The franchise rights were valued based on an estimate of future cash flows to be generated from
the ongoing management of the contracts over their remaining useful lives.
The Company evaluates its equity method investments for impairment whenever an event or change in circumstances occurs
that may have a significant adverse impact on the fair value of the investment. If a loss in value has occurred and is deemed to
be other than temporary, an impairment loss is recorded. Several factors are reviewed to determine whether a loss has occurred
that is other than temporary, including absence of an ability to recover the carrying amount of the investment, the length and
extent of the fair value decline, and the financial condition and future prospects of the investee.
(l) Goodwill and other intangible assets
Goodwill and trade names (“indefinite-lived intangibles”) have been assigned to our reporting units, which are also our
operating segments, for purposes of impairment testing. All of our reporting units have indefinite-lived intangibles associated
with them.
We evaluate the remaining useful life of our trade names to determine whether current events and circumstances continue to
support an indefinite useful life. In addition, all of our indefinite-lived intangible assets are tested for impairment annually. We
first assess qualitative factors to determine whether it is more likely than not that a trade name is impaired. In the event we
were to determine that the carrying value of a trade name would more likely than not exceed its fair value, quantitative testing
would be performed. Quantitative testing consists of a comparison of the fair value of each trade name with its carrying value,
with any excess of carrying value over fair value being recognized as an impairment loss. For goodwill, we first perform a
qualitative assessment to determine if the fair value of the reporting unit is more likely than not greater than the carrying
amount. In the event we were to determine that a reporting unit’s carrying value would more likely than not exceed its fair
value, quantitative testing would be performed which consists of a comparison of each reporting unit’s fair value to its carrying
value. The fair value of a reporting unit is an estimate of the amount for which the unit as a whole could be sold in a current
transaction between willing parties. If the carrying value of a reporting unit exceeds its fair value, goodwill is written down to
its implied fair value. We have selected the first day of our fiscal third quarter as the date on which to perform our annual
impairment test for all indefinite-lived intangible assets. We also test for impairment whenever events or circumstances indicate
that the fair value of such indefinite-lived intangibles has been impaired.
Other intangible assets consist primarily of franchise and international license rights (“franchise rights”), ice cream distribution
and territorial franchise agreement license rights (“license rights”), and operating lease interests acquired related to our prime
leases and subleases (“operating leases acquired”). Franchise rights, license rights, and operating leases acquired recorded in
the consolidated balance sheets were valued using an appropriate valuation method during the period of acquisition.
Amortization of franchise rights, license rights, and favorable operating leases acquired is recorded as amortization expense in
the consolidated statements of operations and amortized over the respective franchise, license, and lease terms using the
straight-line method.
Unfavorable operating leases acquired related to our prime and subleases are recorded in the liability section of the
consolidated balance sheets and are amortized into rental expense and rental income, respectively, over the base lease term of
the respective leases using the straight-line method. The weighted average amortization period for all unfavorable operating
leases acquired is 18 years.
Management makes adjustments to the carrying amount of such intangible assets and unfavorable operating leases acquired if
they are deemed to be impaired using the methodology for long-lived assets (see note 2(j)), or when such license or lease
agreements are reduced or terminated.
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(m) Contingencies
The Company records reserves for legal and other contingencies when information available to the Company indicates that it is
probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Predicting the outcomes of
claims and litigation and estimating the related costs and exposures involve substantial uncertainties that could cause actual
costs to vary materially from estimates. Legal costs incurred in connection with legal and other contingencies are expensed as
the costs are incurred.
(n) Foreign currency translation
We translate assets and liabilities of non-U.S. operations into U.S. dollars at rates of exchange in effect at the balance sheet
date, and revenues and expenses at the average exchange rates prevailing during the period. Resulting translation adjustments
are recorded as a separate component of comprehensive income and stockholders’ equity (deficit), net of deferred taxes.
Foreign currency translation adjustments primarily result from our equity method investments, as well as subsidiaries located in
Canada, the UK, Australia, and other foreign jurisdictions. Transactions resulting in foreign exchange gains and losses are
included in the consolidated statements of operations.
(o) Revenue recognition
Franchise fees and royalty income
Domestically, the Company sells individual franchises as well as territory agreements in the form of store development
agreements (“SDAs”) that grant the right to develop restaurants in designated areas. Our franchise agreements and SDAs
typically require the franchisee to pay an initial nonrefundable fee and continuing fees, or royalty income, based upon a
percentage of sales. The franchisee will typically pay us a renewal fee if we approve a renewal of the franchise agreement.
Such fees are paid by franchisees to obtain the rights associated with these franchise agreements or SDAs. Initial franchise fee
revenue is recognized upon substantial completion of the services required of the Company as stated in the franchise
agreement, which is generally upon opening of the respective restaurant. Fees collected in advance are deferred until earned,
with deferred amounts expected to be recognized as revenue within one year classified as current deferred income in the
consolidated balance sheets. Royalty income is based on a percentage of franchisee gross sales and is recognized when earned,
which occurs at the franchisees’ point of sale. Renewal fees are recognized when a renewal agreement with a franchisee
becomes effective. Occasionally, the Company offers incentive programs to franchisees in conjunction with a franchise
agreement, SDA, or renewal agreement and, when appropriate, records the costs of such programs as reductions of revenue.
For our international business, we sell master territory and/or license agreements that typically allow the master licensee to
either act as the franchisee or to sub-franchise to other operators. Master license and territory fees are generally recognized
upon substantial completion of the services required of the Company as stated in the franchise agreement, which is generally
upon opening of the first restaurant or as stores are opened, depending on the specific terms of the agreement. Royalty income
is based on a percentage of franchisee gross sales and is recognized when earned, which generally occurs at the franchisees’
point of sale. Renewal fees are recognized when a renewal agreement with a franchisee or licensee becomes effective.
Rental income
Rental income for base rentals is recorded on a straight-line basis over the lease term, including the amortization of any tenant
improvement dollars paid (see note 2(i)). The difference between the straight-line rent amounts and amounts receivable under
the leases is recorded as deferred rent assets in current or long-term assets, as appropriate. Contingent rental income is
recognized as earned, and any amounts received from lessees in advance of achieving stipulated thresholds are deferred until
such threshold is actually achieved. Deferred contingent rentals are recorded as deferred income in current liabilities in the
consolidated balance sheets.
Sales of ice cream and other products
We distribute Baskin-Robbins ice cream products and, in limited cases, Dunkin’ Donuts products to franchisees and licensees in
certain international locations. Revenue from the sale of ice cream and other products is recognized when title and risk of loss
transfers to the buyer, which is generally upon delivery.
Sales at company-operated restaurants
Retail store revenues at company-operated restaurants are recognized when payment is tendered at the point of sale, net of sales
tax and other sales-related taxes.
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Other revenues
Other revenues include fees generated by licensing our brand names and other intellectual property, as well as gains, net of
losses and transactions costs, from the sales of our restaurants to new or existing franchisees. Licensing fees are recognized
when earned, which is generally upon sale of the underlying products by the licensees. Gains on the refranchise or sale of a
restaurant are recognized when the sale transaction closes, the franchisee has a minimum amount of the purchase price in at-
risk equity, and we are satisfied that the buyer can meet its financial obligations to us. If the criteria for gain recognition are not
met, we defer the gain to the extent we have any remaining financial exposure in connection with the sale transaction. Deferred
gains are recognized when the gain recognition criteria are met.
(p) Allowance for doubtful accounts
We monitor the financial condition of our franchisees and licensees and record provisions for estimated losses on receivables
when we believe that our franchisees or licensees are unable to make their required payments. While we use the best
information available in making our determination, the ultimate recovery of recorded receivables is also dependent upon future
economic events and other conditions that may be beyond our control. Included in the allowance for doubtful notes and
accounts receivables is a provision for uncollectible royalty, lease, and licensing fee receivables.
(q) Share-based payments
We measure compensation cost at fair value on the date of grant for all share-based awards and recognize compensation
expense over the service period that the awards are expected to vest. The Company has elected to recognize compensation cost
for graded-vesting awards subject only to a service condition over the requisite service period of the entire award.
(r) Income taxes
Deferred tax assets and liabilities are recorded for the expected future tax consequences of items that have been included in our
consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the differences
between the financial statement carrying amounts of assets and liabilities and the respective tax bases of assets and liabilities
using enacted tax rates that are expected to apply in years in which the temporary differences are expected to reverse. The
effects of changes in tax rates and changes in apportionment of income between tax jurisdictions on deferred tax assets and
liabilities are recognized in the consolidated statements of operations in the year in which the law is enacted or change in
apportionment occurs. Valuation allowances are provided when the Company does not believe it is more likely than not that it
will realize the benefit of identified tax assets.
A tax position taken or expected to be taken in a tax return is recognized in the financial statements when it is more likely than
not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the
largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Estimates of interest
and penalties on unrecognized tax benefits are recorded in the provision for income taxes.
(s) Comprehensive income
Comprehensive income is primarily comprised of net income, foreign currency translation adjustments, gains and losses on
interest rate swaps, and pension gains and losses, and is reported in the consolidated statements of comprehensive income, net
of taxes, for all periods presented.
(t) Debt issuance costs
Debt issuance costs primarily represent capitalizable costs incurred related to the issuance and refinancing of the Company’s
long-term debt (see note 8). As of December 26, 2015 and December 27, 2014, debt issuance costs of $35.7 million and $11.5
million, respectively, are included in long-term debt, net in the consolidated balance sheets, and are being amortized over the
remaining maturities of the debt, based on projected required repayments, using the effective interest rate method.
(u) Derivative instruments and hedging activities
The Company used derivative instruments to hedge interest rate risks which were terminated on December 23, 2014 (see note
9). These derivative contracts were entered into with financial institutions. The Company did not use derivative instruments for
trading purposes and we had procedures in place to monitor and control their use.
The Company recorded all derivative instruments in the consolidated balance sheets at fair value. For derivative instruments
that were designated and qualified as a cash flow hedge, the effective portion of the gain or loss on the derivative instruments
was reported as a component of other comprehensive loss, net and reclassified into earnings in the same period or periods
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during which the hedged transaction affected earnings. Any ineffective portion of the gain or loss on the derivative instrument
for a cash flow hedge was recorded in the consolidated statements of operations immediately.
(v) Gift card/certificate breakage
The Company and our franchisees sell gift cards that are redeemable for product in our Dunkin’ Donuts and Baskin-Robbins
restaurants. The Company manages the gift card program, and therefore collects all funds from the activation of gift cards and
reimburses franchisees for the redemption of gift cards in their restaurants. A liability for unredeemed gift cards, as well as
historical gift certificates sold, is included in other current liabilities in the consolidated balance sheets.
There are no expiration dates on our gift cards, and we do not charge any service fees. While our franchisees continue to honor
all gift cards presented for payment, we may determine the likelihood of redemption to be remote for certain cards due to long
periods of inactivity. In these circumstances, we may recognize income from unredeemed gift cards (“breakage income”) if
they are not subject to unclaimed property laws.
Breakage on Dunkin’ Donuts gift cards is estimated and recognized over time in proportion to actual gift card redemptions,
based on historical redemption rates. The Company recognizes breakage as income only up to the amount of gift card program
costs. Any incremental breakage that exceeds gift card program costs has been committed to franchisees to fund future
initiatives that will benefit the Dunkin’ Donuts gift card program, and is recorded as a gift card breakage liability within other
current liabilities in the consolidated balance sheets (see note 10). During fiscal year 2014, the Company revised the estimated
breakage rates based on historical redemption patterns related to unredeemed Dunkin’ Donuts gift cards. This change in
estimated breakage rates had no impact on breakage income recognized in fiscal year 2014, but resulted in a decrease in the gift
card/certificate liability and a corresponding increase in the gift card breakage liability.
During fiscal year 2015, the Company determined that sufficient historical redemption patterns existed to record breakage
related to unredeemed Baskin-Robbins gift cards. Based on historical redemption rates, breakage is estimated and recognized
over time in proportion to actual gift card redemptions. The Company recognizes breakage on Baskin-Robbins gift cards as
income only up to the amount of gift card program costs. Any incremental breakage is committed to fund future sales-driving
initiatives for the benefit of Baskin-Robbins franchisees, and is recorded as a gift card breakage liability within other current
liabilities in the consolidated balance sheets (see note 10). As a result of the initial recognition of breakage related to Baskin-
Robbins gift cards, the Company recorded a $3.1 million decrease in the gift card/certificate liability and a corresponding
increase in the gift card breakage liability related to Baskin-Robbins gift cards during fiscal year 2015. This had no impact on
the consolidated statements of operations.
For fiscal years 2015, 2014, and 2013, total breakage income recognized on gift cards, as well as historical gift certificate
programs, was $15.9 million, $8.5 million, and $10.2 million, respectively, and is recorded as a reduction to general and
administrative expenses, net, to offset the related gift card program costs. Breakage income for fiscal year 2013 includes a $5.4
million recovery of historical Dunkin’ Donuts gift card program costs incurred prior to fiscal year 2013.
(w) Concentration of credit risk
The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees and
licensees for franchise fees, royalty income, and sales of ice cream and other products. In addition, we have note and lease
receivables from certain of our franchisees and licensees. The financial condition of these franchisees and licensees is largely
dependent upon the underlying business trends of our brands and market conditions within the quick service restaurant
industry. This concentration of credit risk is mitigated, in part, by the large number of franchisees and licensees of each brand
and the short-term nature of the franchise and license fee and lease receivables. At December 26, 2015 and December 27, 2014,
one master licensee, including its majority-owned subsidiaries, accounted for approximately 13% and 19%, respectively, of
total accounts and notes receivable. For fiscal year 2014, one master licensee, including its majority-owned subsidiaries,
accounted for approximately 10% of total revenues. No individual franchisee or master licensee accounted for more than 10%
of total revenues for fiscal years 2015 or 2013.
Additionally, the Company engages various third parties to manufacture and/or distribute certain Dunkin’ Donuts and Baskin-
Robbins products under licensing arrangements. As of December 26, 2015, one of these third parties accounted for
approximately 13% of total net accounts and notes receivable. No individual third party accounted for more than 10% of total
accounts and notes receivable as of December 27, 2014.
(x) Recent accounting pronouncements
In November 2015, the Financial Accounting Standards Board (the “FASB”) issued new guidance to simplify the presentation
of deferred income taxes, which requires that deferred tax assets and liabilities, along with any related valuation allowance, be
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classified as noncurrent in the balance sheet. The guidance does not change the existing guidance which prohibits offsetting
deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. Based on the effective date for
all public companies, this guidance is effective for the Company in fiscal year 2017, and early adoption is permitted. The
guidance may be applied either prospectively or retrospectively to all periods presented. The Company retrospectively adopted
this guidance as of December 26, 2015, resulting in a reclassification of $49.2 million of current deferred tax assets to other
assets and other long-term liabilities of $7.7 million and $41.5 million, respectively, in the consolidated balance sheet as of
December 27, 2014. The adoption of this guidance did not have any impact on the Company's consolidated statements of
operations or cash flows.
In April 2015, the FASB issued new guidance to simplify the presentation of debt issuance costs, which requires that debt
issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with
debt discounts or premiums, instead of as an asset. Based on the effective date for all public companies, this guidance is
effective for the Company in fiscal year 2016, and early adoption is permitted. The guidance may be applied prospectively or
retrospectively to all periods presented. The Company retrospectively adopted this guidance as of December 26, 2015, which
resulted in a reclassification of debt issuance costs of $11.5 million from other assets to long-term debt, net in the consolidated
balance sheet, resulting in a corresponding reduction in total assets and total long-term liabilities as of December 27, 2014. The
adoption of this guidance did not have any impact on the Company’s consolidated statements of operations or cash flows.
In May 2014, the FASB issued new guidance for revenue recognition related to contracts with customers, except for contracts
within the scope of other standards, which supersedes nearly all existing revenue recognition guidance. The new guidance
provides a single framework in which revenue is required to be recognized to depict the transfer of goods or services to
customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or
services. In August 2015, the FASB issued new guidance to defer the mandatory effective date by one year and permit early
adoption, but not before the original effective date. As a result, this guidance is now effective for the Company in fiscal year
2018 with early adoption permitted in fiscal year 2017. The Company expects to adopt this new standard in fiscal year 2018,
and is currently evaluating the impact the adoption of this new standard will have in the Company’s accounting policies,
consolidated financial statements, and related disclosures, and has not yet selected a transition method.
(y) Reclassifications
The Company has revised the presentation of revenues and related costs from the sale of Dunkin’ Donuts products in certain
international markets within the consolidated statements of operations due to the growth in and the nature of such transactions.
To conform to the current period presentation, revenues totaling $1.2 million have been reclassified from other revenues to
sales of ice cream and other products for fiscal year 2014, and expenses totaling $1.2 million have been reclassified from
general and administrative expenses, net to cost of ice cream and other products for fiscal year 2014. There were no such
transactions in fiscal year 2013 requiring reclassification. There was no impact to total revenues, total operating costs and
expenses, operating income, income before income taxes, or net income as a result of these reclassifications.
(z) Subsequent events
Subsequent events have been evaluated up through the date that these consolidated financial statements were filed.
(3) Franchise fees and royalty income
Franchise fees and royalty income consisted of the following (in thousands):
Royalty income
Initial franchise fees and renewal income
Total franchise fees and royalty income
Fiscal year ended
December 26,
2015
463,960
$
December 27,
2014
438,074
December 28,
2013
411,428
49,262
$
513,222
44,255
482,329
42,548
453,976
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The changes in franchised and company-operated points of distribution were as follows:
Systemwide points of distribution:
Franchised points of distribution in operation—beginning of year
Franchised points of distribution—opened
Franchised points of distribution—closed
Net transfers from company-operated points of distribution
Franchised points of distribution in operation—end of year
Company-operated points of distribution—end of year
Total systemwide points of distribution—end of year
(4) Advertising funds
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
18,821
1,536
(1,051)
2
19,308
49
18,122
17,333
1,442
(744)
1
1,388
(600)
1
18,821
18,122
41
36
19,357
18,862
18,158
On behalf of the Dunkin’ Donuts and Baskin-Robbins domestic advertising funds, the Company collects a percentage, which is
generally 5%, of gross retail sales from Dunkin’ Donuts and Baskin-Robbins domestic franchisees to be used for various forms
of advertising for each brand. In most of our international markets, franchisees manage their own advertising expenditures,
which are not included in the advertising fund results.
The Company administers and directs the development of all advertising and promotion programs in the advertising funds for
which it collects advertising fees, in accordance with the provisions of our franchise agreements. The Company acts as, in
substance, an agent with regard to these advertising contributions. We consolidate and report all assets and liabilities held by
these advertising funds as restricted assets of advertising funds and liabilities of advertising funds within current assets and
current liabilities, respectively, in the consolidated balance sheets. The assets and liabilities held by these advertising funds
consist primarily of receivables, prepaid expenses, payables, accrued expenses, and any cumulative surplus or deficit related
specifically to the advertising funds. The revenues, expenses, and cash flows of the advertising funds are not included in the
Company’s consolidated statements of operations or consolidated statements of cash flows because the Company does not have
complete discretion over the usage of the funds. Contributions to these advertising funds are restricted to advertising, product
development, public relations, merchandising, and administrative expenses and programs to increase sales and further enhance
the public reputation of each of the brands.
At December 26, 2015 and December 27, 2014, the Company had a net payable of $11.6 million and $13.8 million,
respectively, to the various advertising funds.
To cover administrative expenses of the advertising funds, the Company charges each advertising fund a management fee for
items such as facilities, accounting services, information technology, data processing, product development, legal,
administrative support services, and other operating expenses, as well as share-based compensation expense for employees that
provide services directly to the advertising funds. Management fees totaled $9.7 million, $7.6 million, and $5.5 million for
fiscal years 2015, 2014, and 2013, respectively. Such management fees are included in the consolidated statements of
operations as a reduction in general and administrative expenses, net.
The Company made discretionary contributions to certain advertising funds for the purpose of supplementing national and
regional advertising in certain markets of $1.7 million, $2.1 million, and $2.4 million for fiscal years 2015, 2014, and 2013,
respectively. Additionally, the Company made net contributions to the advertising funds based on retail sales of company-
operated restaurants of $1.3 million, $872 thousand, and $1.0 million for fiscal years 2015, 2014, and 2013, respectively, which
are included in company-operated restaurant expenses in the consolidated statements of operations. During fiscal years 2015,
2014, and 2013, the Company also funded advertising fund initiatives of $2.3 million, $5.2 million, and $5.9 million,
respectively, which were contributed from the gift card breakage liability included within other current liabilities in the
consolidated balance sheets (see note 2(v) and note 10).
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(5) Property and equipment, net
Property and equipment at December 26, 2015 and December 27, 2014 consisted of the following (in thousands):
Land
Buildings
Leasehold improvements
Software, store, production, and other equipment
Construction in progress
Property and equipment, gross
Accumulated depreciation
Property and equipment, net
December 26,
2015
December 27,
2014
$
$
33,346
49,304
154,479
53,273
3,837
294,239
(111,625)
182,614
33,927
49,499
147,996
49,318
5,736
286,476
(104,415)
182,061
The Company recognized impairment charges on leasehold improvements, typically due to termination of the underlying lease
agreement, and other corporate-held assets of $132 thousand, $1.2 million, and $119 thousand during fiscal years 2015, 2014,
and 2013, respectively, which are included in long-lived asset impairment charges in the consolidated statements of operations.
(6) Equity method investments
The Company’s ownership interests in its equity method investments as of December 26, 2015 and December 27, 2014 were as
follows:
Entity
Japan JV
South Korea JV
Spain JV
Australia JV
Ownership
43.3%
33.3%
33.3%
20.0%
In June 2013, the Company sold 80% of the Baskin-Robbins Australia franchising business, resulting in a gain of $6.3 million,
net of transaction costs, which is included in other operating income in the consolidated statements of operations for the fiscal
year 2013. The gain consisted of net proceeds of $6.5 million, offset by the carrying value of the business included in the sale,
which totaled $216 thousand. The Company retained the remaining 20% ownership of the Australia JV, and accounts for the
Australia JV in accordance with the equity method.
Summary financial information for the equity method investments on an aggregated basis was as follows (in thousands):
Current assets
Current liabilities
Working capital
Property, plant, and equipment, net
Other assets
Long-term liabilities
Equity of equity method investments
Revenues
Net income
December 26,
2015
288,106
$
December 27,
2014
265,227
$
102,920
162,307
138,325
142,955
45,684
397,903
123,576
164,530
142,844
125,000
40,728
$
391,646
Fiscal year ended
December 26,
2015
622,982
$
December 27,
2014
669,416
December 28,
2013
673,537
33,650
39,835
51,407
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During the fourth quarter of fiscal year 2015, the Company assessed if there was an other-than-temporary loss in value of its
investment in the Japan JV based on various factors, including continued declines in the operating performance and reduced
future expectations of the Baskin-Robbins business in Japan, as well as an announced reconsideration of the amount of semi-
annual dividend payments by the Japan JV. Accordingly, the Company engaged a third-party valuation specialist to assist the
Company in determining the fair value of its investment in the Japan JV. Although public shareholders do hold a minority stake
in the Japan JV, it was determined that the public stock price was not indicative of fair value. This determination was based
primarily on the limited trading volumes of the Japan JV’s shares relative to other more liquid securities, the lack of market
reaction to the sustained underperformance of the Japan JV and other public disclosures, and the unsupportable implied
valuation multiples of the public stock price relative to peer companies and the Japan JV’s historical valuation multiples.
Therefore, the valuation of the investment was determined using a combination of market and income approaches to valuation.
Based in part on the fair value determined by the independent third-party valuation specialist, the Company concluded that the
carrying value of the investment in the Japan JV exceeded fair value by $54.3 million and that this reduction in value was
other-than-temporary. As such, the Company recorded an impairment charge for that amount in the fourth quarter of fiscal year
2015.
The impairment of the Japan JV is reflected as a reduction to the Company’s equity method investments in the consolidated
balance sheet as of December 26, 2015. As the Company had previously recorded a step-up in the basis of our investment in the
Japan JV comprising amortizable franchise rights and nonamortizable goodwill (see note 2(k)), the impairment was first
allocated to fully impair these investor-level assets. The remaining impairment was recorded to the underlying assets of the
Japan JV by fully impairing the underlying property, plant, and equipment, net of any related tax impact, with any residual
impairment allocated ratably to other non-financial long-term assets.
The comparison between the carrying value of the Company’s investments in the Japan JV and the South Korea JV and the
underlying equity in net assets of those investments is presented in the table below (in thousands):
Carrying value of investment
Underlying equity in net assets of investment
Carrying value in excess of (less than) the underlying
equity in net assets(a)
$
$
Japan JV
South Korea JV
December 26,
2015
December 27,
2014
December 26,
2015
December 27,
2014
8,666
34,271
66,820
37,941
98,386
103,899
97,458
103,589
(25,605)
28,879
(5,513)
(6,131)
(a)
The excess carrying values over the underlying equity in net assets of the Japan JV as of December 27, 2014 is
primarily comprised of amortizable franchise rights and related tax liabilities and nonamortizable goodwill, all of
which were established in the BCT Acquisition. The deficits of cost relative to the underlying equity in net assets of
the Japan JV as of December 26, 2015 and the South Korea JV are primarily comprised of impairments of long-lived
assets, net of tax, recorded in fiscal years 2015 and 2011, respectively.
The carrying values of our investments in the Spain JV and the Australia JV were not material for any period presented. During
the third quarter of fiscal year 2013, the Company fully reserved all outstanding notes and accounts receivable totaling $2.8
million, and fully impaired its equity investment in the Spain JV of $873 thousand. During fiscal years 2015 and 2014, the
Company reduced reserves on the notes receivable in the amount of $160 thousand and $441 thousand, respectively, based on
expected and actual payments received. The reserves and recoveries on accounts and notes receivable are included in general
and administrative expenses, net, and the impairment of the equity investment is included in net income of equity method
investments in the consolidated statements of operations.
-71-
(7) Goodwill and other intangible assets
The changes and carrying amounts of goodwill by reporting unit were as follows (in thousands):
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins International
Accumulated
impairment
charges
Goodwill
Net
Balance
Goodwill
Accumulated
impairment
charges
Net
Balance
Goodwill
Accumulated
impairment
charges
Net
Balance
Goodwill
Total
Accumulated
impairment
charges
Net
Balance
Balances at
December 28,
2013
Goodwill
acquired
Goodwill
disposed or held
for sale
Effects of
foreign currency
adjustments
Balances at
December 27,
2014
Goodwill
acquired
Goodwill
disposed or held
for sale
Effects of
foreign currency
adjustments
Balances at
December 26,
2015
$1,151,775
(270,441)
881,334
10,264
1,072
—
1,072
(1,248)
—
(1,248)
—
—
—
—
—
(52)
1,151,599
(270,441)
881,158
10,212
724
—
724
(2,413)
—
(2,413)
—
—
—
—
—
(93)
—
—
—
—
—
—
—
—
10,264
24,037
(24,037)
— 1,186,076
(294,478)
891,598
—
—
(52)
—
—
—
—
—
—
—
—
—
1,072
—
1,072
(1,248)
—
(1,248)
(52)
—
(52)
10,212
24,037
(24,037)
— 1,185,848
(294,478)
891,370
—
—
(93)
—
—
—
—
—
—
—
—
—
724
—
724
(2,413)
—
(2,413)
(93)
—
(93)
$1,149,910
(270,441)
879,469
10,119
—
10,119
24,037
(24,037)
— 1,184,066
(294,478)
889,588
The goodwill acquired during fiscal years 2015 and 2014 is related to the acquisition and consolidation of certain company-
operated points of distribution. The goodwill disposed or held for sale during fiscal years 2015 and 2014 is related to the sale or
reclassification of goodwill to assets held for sale of certain company-operated points of distribution.
Other intangible assets at December 26, 2015 consisted of the following (in thousands):
Definite-lived intangibles:
Franchise rights
Favorable operating leases acquired
License rights
Indefinite-lived intangible:
Trade names
Weighted
average
amortization
period
(years)
20
17
10
N/A
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
$
382,335
64,397
3,221
(199,374)
(37,173)
(3,168)
182,961
27,224
53
1,190,970
1,640,923
$
—
(239,715)
1,190,970
1,401,208
Other intangible assets at December 27, 2014 consisted of the following (in thousands):
Definite-lived intangibles:
Franchise rights
Favorable operating leases acquired
License rights
Indefinite-lived intangible:
Trade names
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
$
382,520
67,119
6,230
(179,481)
(35,711)
(5,850)
203,039
31,408
380
1,190,970
$
1,646,839
—
(221,042)
1,190,970
1,425,797
Weighted
average
amortization
period
(years)
20
17
10
N/A
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The changes in the gross carrying amount of other intangible assets and weighted average amortization period from
December 27, 2014 to December 26, 2015 are primarily due to the impairment of favorable operating leases acquired resulting
from lease terminations and the impact of foreign currency fluctuations. Impairment of favorable operating leases acquired, net
of accumulated amortization, totaled $491 thousand, $323 thousand, and $444 thousand, for fiscal years 2015, 2014, and 2013,
respectively, and is included within long-lived asset impairment charges in the consolidated statements of operations.
Total estimated amortization expense for other intangible assets for fiscal years 2016 through 2020 is as follows (in thousands):
Fiscal year:
2016
2017
2018
2019
2020
(8) Debt
Debt at December 26, 2015 and December 27, 2014 consisted of the following (in thousands):
Class A-2 Notes
Term loans
VIE debt
Debt issuance costs, net of amortization
Total debt
Less current portion of long-term debt
Total long-term debt
Securitized Financing Facility
$
22,112
21,414
21,276
20,869
20,394
December 26,
2015
2,481,250
$
—
—
(35,650)
2,445,600
25,000
December 27,
2014
—
1,809,554
1,379
(11,458)
1,799,475
3,852
$
2,420,600
1,795,623
On January 26, 2015, DB Master Finance LLC (the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned
indirect subsidiary of DBGI, entered into a base indenture and a related supplemental indenture (collectively, the “Indenture”)
under which the Master Issuer may issue multiple series of notes. On the same date, the Master Issuer issued Series 2015-1
3.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) with an initial principal amount of $750.0
million and Series 2015-1 3.980% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes” and, together with
the Class A-2-I Notes, the “Class A-2 Notes”) with an initial principal amount of $1.75 billion. In addition, the Master Issuer
also issued Series 2015-1 Variable Funding Senior Secured Notes, Class A-1 (the “Variable Funding Notes” and, together with
the Class A-2 Notes, the “Notes”), which allows the Master Issuer to borrow up to $100.0 million on a revolving basis. The
Variable Funding Notes may also be used to issue letters of credit. The Notes were issued in a securitization transaction
pursuant to which most of the Company’s domestic and certain of its foreign revenue-generating assets, consisting principally
of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual
property, are held by the Master Issuer and certain other limited-purpose, bankruptcy-remote, wholly-owned indirect
subsidiaries of the Company that act as guarantors of the Notes and that have pledged substantially all of their assets to secure
the Notes.
The legal final maturity date of the Class A-2 Notes is in February 2045, but it is anticipated that, unless earlier prepaid to the
extent permitted under the Indenture, the Class A-2-I Notes will be repaid in February 2019 and the Class A-2-II Notes will be
repaid in February 2022 (the “Anticipated Repayment Dates”). If the Class A-2 Notes have not been repaid in full by their
respective Anticipated Repayment Dates, a rapid amortization event will occur in which residual net cash flows of the Master
Issuer, after making certain required payments, will be applied to the outstanding principal of the Class A-2 Notes. Various
other events, including failure to maintain a minimum ratio of net cash flows to debt service (“DSCR”), may also cause a rapid
amortization event. Borrowings under the Class A-2-I and Class A-2-II Notes bear interest at a fixed rate equal to 3.262% and
3.980%, respectively. If the Class A-2 Notes are not repaid or refinanced prior to their respective Anticipated Repayment Dates,
incremental interest will accrue. Principal payments are required to be made on the Class A-2-I and Class A-2-II Notes equal to
$7.5 million and $17.5 million, respectively, per calendar year, payable in quarterly installments. No principal payments will be
required if a specified leverage ratio, which is a measure of outstanding debt to earnings before interest, taxes, depreciation, and
amortization, adjusted for certain items (as specified in the Indenture), is less than or equal to 5.0 to 1.0. Other events and
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transactions, such as certain asset sales and receipt of various insurance or indemnification proceeds, may trigger additional
mandatory prepayments.
It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to February 2020,
subject to two additional one-year extensions. Borrowings under the Variable Funding Notes bear interest at a rate equal to a
base rate, a LIBOR rate plus 2.25%, or the lenders’ commercial paper funding rate plus 2.25%. If the Variable Funding Notes
are not repaid prior to February 2020 or prior to the end of an extension period, if applicable, incremental interest will accrue.
In addition, the Company is required to pay a 2.25% fee for letters of credit amounts outstanding and a commitment fee on the
unused portion of the Variable Funding Notes which ranges from 0.50% to 1.00% based on utilization.
As of December 26, 2015, approximately $744.4 million and $1.74 billion of principal were outstanding on the Class A-2-I
Notes and Class A-2-II Notes, respectively. Total debt issuance costs incurred and capitalized in connection with the issuance of
the Notes were $41.3 million. The effective interest rate, including the amortization of debt issuance costs, was 3.5% and 4.3%
for the Class A-2-I Notes and Class A-2-II Notes, respectively, at December 26, 2015.
Total amortization of debt issuance costs related to the securitized financing facility was $5.6 million for fiscal year 2015,
which is included in interest expense in the consolidated statements of operations.
As of December 26, 2015, $26.3 million of letters of credit were outstanding against the Variable Funding Notes, which relate
primarily to interest reserves required under the Indenture. There were no amounts drawn down on these letters of credit as of
December 26, 2015.
The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the
Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions
relating to optional and mandatory prepayments, including mandatory prepayments in the event of a change of control as
defined in the Indenture and the related payment of specified amounts, including specified make-whole payments in the case of
the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the
assets pledged as collateral for the Notes are in stated ways defective or ineffective, and (iv) covenants relating to
recordkeeping, access to information, and similar matters. As noted above, the Notes are also subject to customary rapid
amortization events provided for in the Indenture, including events tied to failure to maintain stated DSCR, failure to maintain
an aggregate level of Dunkin’ Donuts U.S. retail sales on certain measurement dates, certain manager termination events, an
event of default, and the failure to repay or refinance the Class A-2 Notes on the applicable scheduled maturity date. The Notes
are also subject to certain customary events of default, including events relating to non-payment of required interest, principal,
or other amounts due on or with respect to the Notes, failure to comply with covenants within certain time frames, certain
bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain
judgments.
Senior credit facility
In February 2013, Dunkin’ Brands, Inc. (“DBI”), a subsidiary of DBGI, amended its senior credit facility, resulting in a
reduction of the interest rates and an extension of the maturity dates for DBI’s term loans and revolving credit facility. As a
result, during the first quarter of 2013, the Company recorded a loss on debt extinguishment and refinancing transactions of
$5.0 million, including $3.9 million related to the write-off of original issuance discount and debt issuance costs and $1.1
million of fees paid to third parties. The amended term loans were issued with an original issue discount of 0.25%, or $4.6
million, which was recorded as a reduction to long-term debt.
In February 2014, DBI amended its senior credit facility, resulting in a reduction of interest rates. As a result, during the first
quarter of 2014, the Company recorded a loss on debt extinguishment and refinancing transactions of $13.7 million, including
$10.5 million related to the write-off of original issuance discount and debt issuance costs and $3.2 million of fees paid to third
parties. The amended term loans were issued with an original issue discount of 0.25%, or $4.6 million, which was recorded as a
reduction to long-term debt. Total debt issuance costs incurred and capitalized in connection with this amendment were $1.2
million.
Total amortization of original issue discount and debt issuance costs related to the senior credit facility was $4.0 million and
$4.7 million for fiscal years 2014 and 2013, respectively, which is included in interest expense in the consolidated statements of
operations. The Company recorded an immaterial amount of amortization of original issue discount and debt issuance costs
related to the senior credit facility for fiscal year 2015.
As of December 27, 2014, $2.9 million of letters of credit were outstanding against the revolving credit facility. There were no
amounts drawn down on these letters of credit.
The proceeds from the issuance of the Class A-2 Notes were used to repay the remaining principal outstanding on the term
loans. During the first quarter of fiscal year 2015, the Company recorded a loss on debt extinguishment of $20.6 million,
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consisting primarily of the write-off of the remaining original issuance discount and debt issuance costs related to the term
loans.
Maturities of long-term debt
Assuming repayment by the anticipated repayment dates and based on the leverage ratio as of December 26, 2015, the
aggregate contractual principal payments of the Class A-2 Notes for 2016 through 2020 are as follows (in thousands):
2016
2017
2018
2019
2020
Class A-2-I
Notes
$
7,500
7,500
7,500
721,875
—
Class A-2-II
Notes
17,500
17,500
17,500
17,500
17,500
Total
25,000
25,000
25,000
739,375
17,500
(9) Derivative instruments and hedging transactions
The Company’s hedging instruments have historically consisted solely of interest rate swaps to hedge the Company's variable-
rate term loans. In September 2012, the Company entered into variable-to-fixed interest rate swap agreements to hedge the risk
of increases in cash flows (interest payments) attributable to increases in three-month LIBOR above the designated benchmark
interest rate being hedged, through November 2017. As a result of the February 2014 amendment to the senior credit facility
(see note 8), the Company amended the interest rate swap agreements to align the embedded floors with the amended term
loans. As of the date of the amendment, a pre-tax gain of $5.8 million was recorded in accumulated other comprehensive loss,
which is amortized on a straight-line basis to interest expense in the consolidated statements of operations over the original
term of the swaps.
Effective December 23, 2014, the Company terminated all interest rate swap agreements with its counterparties in anticipation
of the securitization transaction and related repayment of the outstanding term loans (see note 8). The total fair value of the
interest rate swaps at the termination date was $6.3 million, excluding accrued interest owed to the counterparties of $1.0
million. The Company received cash proceeds, net of accrued interest, of $3.6 million in fiscal year 2014 and the remaining
$1.7 million in the first quarter of fiscal year 2015. Upon termination, cash flow hedge accounting was discontinued and the
cumulative pre-tax gain of $1.8 million was recorded in accumulated other comprehensive loss, which is being amortized on a
straight-line basis to interest expense in the consolidated statements of operations through November 23, 2017, the original
maturity date of the swaps.
As of December 27, 2014, a pre-tax gain of $6.2 million was recorded in accumulated other comprehensive loss, including the
gain related to both the February 2014 amendment and December 2014 termination. During fiscal years 2015 and 2014,
amortization of $2.1 million and $1.4 million, respectively was recorded as a reduction of interest expense in the consolidated
statements of operations. During the next twelve months, the Company estimates that $2.2 million will be reclassified from
accumulated other comprehensive loss as a reduction of interest expense.
The table below summarizes the effects of derivative instruments in the consolidated statements of operations and
comprehensive income for fiscal year 2015:
Derivatives designated as
cash flow hedging
instruments
Interest rate swaps
Income tax effect
Net of income taxes
Amount of gain
(loss) recognized in
other comprehensive
income (loss)
Amount of net gain
(loss) reclassified
into earnings
Consolidated statement of operations
classification
Total effect on other
comprehensive
income (loss)
$
$
—
—
—
Interest expense
2,140
(867) Provision for income taxes
1,273
(2,140)
867
(1,273)
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The table below summarizes the effects of derivative instruments in the consolidated statements of operations and
comprehensive income for fiscal year 2014:
Derivatives designated as
cash flow hedging
instruments
Interest rate swaps
Income tax effect
Net of income taxes
Amount of gain
(loss) recognized in
other comprehensive
income (loss)
Amount of net gain
(loss) reclassified
into earnings
Consolidated statement of operations
classification
Total effect on other
comprehensive
income (loss)
$
$
(8,085)
3,269
(4,816)
Interest expense
(4,108)
1,661 Provision for income taxes
(2,447)
(3,977)
1,608
(2,369)
The table below summarizes the effects of derivative instruments in the consolidated statements of operations and
comprehensive income for fiscal year 2013:
Derivatives designated as
cash flow hedging
instruments
Interest rate swaps
Income tax effect
Net of income taxes
Amount of gain
(loss) recognized in
other comprehensive
income (loss)
Amount of net gain
(loss) reclassified
into earnings
Consolidated statement of operations
classification
Total effect on other
comprehensive
income (loss)
$
$
9,648
(3,909)
5,739
Interest expense
(3,382)
1,381 Provision for income taxes
(2,001)
13,030
(5,290)
7,740
(10) Other current liabilities
Other current liabilities at December 26, 2015 and December 27, 2014 consisted of the following (in thousands):
Gift card/certificate liability
Gift card breakage liability
Accrued salary and benefits
Accrued legal liabilities (see note 17(d))
Accrued interest
Accrued professional costs
Franchisee profit-sharing liability
Other
Total other current liabilities
December 26,
2015
176,080
$
December 27,
2014
151,127
23,955
29,540
18,267
9,522
4,814
8,406
22,275
$
292,859
25,893
21,632
24,648
8,351
9,381
1,074
16,786
258,892
The increase in the gift card/certificate liability is due primarily to an increase in, and timing of, gift card activations. The
increase in franchisee profit-sharing liability is due primarily to the sale of Dunkin’ K-Cup® pods and the related franchisee
profit-sharing program.
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(11) Leases
The Company is the lessee on certain land leases (the Company leases the land and erects a building) or improved leases (lessor
owns the land and building) covering restaurants and other properties. In addition, the Company has leased and subleased land
and buildings to others. Many of these leases and subleases provide for future rent escalation and renewal options. In addition,
contingent rentals, determined as a percentage of annual sales by our franchisees, are stipulated in certain prime lease and
sublease agreements. The Company is generally obligated for the cost of property taxes, insurance, and maintenance relating to
these leases. Such costs are typically charged to the sublessee based on the terms of the sublease agreements. The Company
also leases certain office equipment and a fleet of automobiles under noncancelable operating leases. Included in the
Company’s consolidated balance sheets are the following amounts related to capital leases (in thousands):
Leased property under capital leases (included in property and equipment)
Accumulated depreciation
Net leased property under capital leases
Capital lease obligations:
Current
Long-term
Total capital lease obligations
December 26,
2015
December 27,
2014
$
$
$
$
9,457
(3,437)
6,020
546
7,497
8,043
8,982
(2,872)
6,110
506
7,575
8,081
Capital lease obligations exclude that portion of the minimum lease payments attributable to land, which are classified
separately as operating leases. Interest expense associated with the capital lease obligations is computed using the incremental
borrowing rate at the time the lease is entered into and is based on the amount of the outstanding lease obligation. Depreciation
on capital lease assets is included in depreciation expense in the consolidated statements of operations. Included in the
Company’s consolidated balance sheets are the following amounts related to assets leased to others under operating leases,
where the Company is the lessor (in thousands):
Land
Buildings
Leasehold improvements
Store, production, and other equipment
Construction in progress
Assets leased to others, gross
Accumulated depreciation
Assets leased to others, net
December 26,
2015
December 27,
2014
$
$
27,654
43,196
139,409
221
783
211,263
(78,453)
132,810
28,235
43,835
140,171
184
1,482
213,907
(75,607)
138,300
Future minimum rental commitments to be paid and received by the Company at December 26, 2015 for all noncancelable
leases and subleases are as follows (in thousands):
Fiscal year:
2016
2017
2018
2019
2020
Thereafter
Total minimum rental commitments
Less amount representing interest
Payments
Capital
leases
Operating
leases
Receipts
Subleases
Net
leases
$
1,425
1,448
1,464
1,288
1,074
9,691
16,390
$
8,347
56,752
56,758
55,620
53,659
50,816
404,942
678,547
(68,256)
(68,352)
(67,379)
(64,761)
(60,577)
(367,925)
(697,250)
(10,079)
(10,146)
(10,295)
(9,814)
(8,687)
46,708
(2,313)
Present value of minimum capital lease
obligations
$
8,043
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Rental expense under operating leases associated with franchised locations and company-operated locations is included in
occupancy expenses—franchised restaurants and company-operated restaurant expenses, respectively, in the consolidated
statements of operations. Rental expense under operating leases for all other locations, including corporate facilities, is included
in general and administrative expenses, net, in the consolidated statements of operations. Total rental expense for all operating
leases consisted of the following (in thousands):
Base rentals
Contingent rentals
Total rental expense
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
54,290
6,348
60,638
53,130
6,071
59,201
53,462
5,869
59,331
Total rental income for all leases and subleases consisted of the following (in thousands):
Base rentals
Contingent rentals
Total rental income
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
70,033
30,389
100,422
67,945
29,718
97,663
66,540
29,542
96,082
The impact of the amortization of our unfavorable operating leases acquired resulted in an increase in rental income and a
decrease in rental expense as follows (in thousands):
Increase in rental income
Decrease in rental expense
Total increase in operating income
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
793
982
1,775
847
1,188
2,035
973
1,204
2,177
Following is the estimated impact of the amortization of our unfavorable operating leases acquired for each of the next
five years (in thousands):
Fiscal year:
2016
2017
2018
2019
2020
(12) Segment information
Decrease in
rental expense
Increase in
rental income
Total increase
in operating
income
$
879
879
845
724
613
718
680
631
583
508
1,597
1,559
1,476
1,307
1,121
The Company is strategically aligned into two global brands, Dunkin’ Donuts and Baskin-Robbins, which are further
segregated between U.S. operations and international operations. As such, the Company has determined that it has four
operating segments, which are its reportable segments: Dunkin’ Donuts U.S., Dunkin’ Donuts International, Baskin-Robbins
U.S., and Baskin-Robbins International. Dunkin’ Donuts U.S., Baskin-Robbins U.S., and Dunkin’ Donuts International
primarily derive their revenues through royalty income and franchise fees. Baskin-Robbins U.S. also derives revenue through
license fees from a third-party license agreement and rental income. Dunkin’ Donuts U.S. also derives revenue through retail
sales at company-operated restaurants and rental income. Baskin-Robbins International primarily derives its revenues from
sales of ice cream products, as well as royalty income, franchise fees, and license fees. The operating results of each segment
are regularly reviewed and evaluated separately by the Company’s senior management, which includes, but is not limited to,
the chief executive officer. Senior management primarily evaluates the performance of its segments and allocates resources to
them based on operating income adjusted for amortization of intangible assets, long-lived asset impairment charges, and other
infrequent or unusual charges, which does not reflect the allocation of any corporate charges. This profitability measure is
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referred to as segment profit. When senior management reviews a balance sheet, it is at a consolidated level. The accounting
policies applicable to each segment are consistent with those used in the consolidated financial statements.
Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment
revenues. Revenues reported as “Other” include revenues earned through certain licensing arrangements with third parties in
which our brand names are used, including the licensing fees earned from the Dunkin’ K-Cup® pod licensing agreement,
revenues generated from online training programs for franchisees, and revenues from the sale of Dunkin’ Donuts products in
certain international markets, all of which are not allocated to a specific segment. Revenues by segment were as follows
(in thousands):
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Total reportable segment revenues
Other
Total revenues
Revenues
Fiscal year ended
December 26,
2015
591,062
$
December 27,
2014
548,697
December 28,
2013
521,179
22,973
45,219
118,997
778,251
32,682
810,933
$
19,867
43,158
122,456
734,178
14,531
748,709
18,316
42,152
120,333
701,980
11,860
713,840
Revenues for foreign countries are represented by the Dunkin’ Donuts International and Baskin-Robbins International segments
above. No individual foreign country accounted for more than 10% of total revenues for any fiscal year presented.
Amounts included in “Corporate” in the segment profit table below include corporate overhead costs, such as payroll and
related benefit costs and professional services, net of “Other” revenues reported above. The “Operating income adjustments
excluded from reportable segments” amounts for fiscal year 2013 below include the $7.5 million charge related to the third-
party product volume guarantee (see note 17(b)). Segment profit by segment was as follows (in thousands):
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Total reportable segments
Corporate
Interest expense, net
Amortization of other intangible assets
Long-lived asset impairment charges
Loss on debt extinguishment and refinancing transactions
Other losses, net
Operating income adjustments excluded from reportable segments
Segment profit
Fiscal year ended
December 26,
2015
430,068
$
December 27,
2014
403,591
December 28,
2013
374,435
12,713
28,726
39,797
511,304
(166,426)
(96,341)
(24,688)
(623)
(20,554)
(1,084)
—
12,103
27,496
42,792
485,982
(120,180)
(67,824)
(25,760)
(1,484)
(13,735)
(1,566)
300
255,733
7,453
26,608
54,237
462,733
(122,991)
(79,831)
(26,943)
(563)
(5,018)
(1,799)
(7,500)
218,088
Income before income taxes
$
201,588
Net income (loss) of equity method investments, including amortization on intangibles resulting from the BCT Acquisition, is
included in segment profit for the Dunkin’ Donuts International and Baskin-Robbins International reportable segments.
Amounts reported as “Other” in the segment profit table below include the impairment charge recorded in fiscal year 2015
related to our investment in the Japan JV and the related reduction in depreciation and amortization, net of tax, as well as the
reduction in depreciation and amortization, net of tax, reported by the South Korea JV as a result of the impairment charge
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recorded in fiscal year 2011 (see note 6). Net income (loss) of equity method investments by reportable segment was as follows
(in thousands):
Dunkin’ Donuts International
Baskin-Robbins International
Total reportable segments
Other
Total net income (loss) of equity method investments
Net income (loss) of equity method investments
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
1,295
10,535
11,830
(53,575)
(41,745)
1,794
11,912
13,706
1,140
14,846
480
15,913
16,393
1,977
18,370
Depreciation is reflected in segment profit for each reportable segment. Depreciation by reportable segments was as follows
(in thousands):
Dunkin’ Donuts U.S.
Dunkin’ Donuts International
Baskin-Robbins U.S.
Baskin-Robbins International
Total reportable segments
Corporate
Total depreciation
Depreciation
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
12,229
12,207
12,816
7
358
60
12,654
7,902
20,556
$
11
288
62
12,568
7,211
19,779
26
473
84
13,399
9,024
22,423
Property and equipment, net by geographic region as of December 26, 2015 and December 27, 2014 is based on the physical
locations within the indicated geographic regions and are as follows (in thousands):
United States
International
Total property and equipment, net
(13) Stockholders’ equity (deficit)
(a) Common stock
December 26,
2015
182,456
December 27,
2014
181,898
158
182,614
163
182,061
$
$
Common shares issued and outstanding included in the consolidated balance sheets include vested and unvested restricted
shares. Common stock in the consolidated statements of stockholders’ equity (deficit) excludes unvested restricted shares.
(b) Treasury stock
During fiscal year 2013, the Company repurchased a total of 648,000 shares of common stock at a weighted average price per
share of $43.14 from existing stockholders. The Company recorded an increase in common treasury stock of $28.0 million
during fiscal year 2013, based on the fair market value of the shares on the date of repurchase and direct costs incurred. In
October 2013, the Company retired 417,300 shares of treasury stock, resulting in decreases in common treasury stock and
additional paid-in capital of $17.2 million and $4.7 million, respectively, and an increase in accumulated deficit of $12.5
million.
During fiscal year 2014, the Company repurchased a total of 2,911,205 shares of common stock at a weighted average price per
share of $44.71 from existing stockholders. The Company recorded an increase in common treasury stock of $130.2 million
during fiscal year 2014, based on the fair market value of the shares on the date of repurchase and direct costs incurred. During
fiscal year 2014, the Company retired all outstanding treasury stock, resulting in decreases in common treasury stock and
-80-
additional paid-in capital of $140.9 million and $33.2 million, respectively, and an increase in accumulated deficit of $107.8
million.
On February 5, 2015, the Company entered into an accelerated share repurchase agreement (the “February 2015 ASR
Agreement”) with a third-party financial institution. Pursuant to the terms of the February 2015 ASR Agreement, the Company
paid the financial institution $400.0 million in cash and received a delivery of 8,226,297 shares of the Company’s common
stock in fiscal year 2015 based on a weighted average cost per share of $48.62 over the term of the February 2015 ASR
Agreement.
On October 22, 2015, the Company entered into an accelerated share repurchase agreement (the “October ASR Agreement”)
with a third-party financial institution. Pursuant to the terms of the October ASR Agreement, the Company paid the financial
institution $125.0 million from cash on hand and received an initial delivery of 2,527,167 shares of the Company’s common
stock in October 2015, representing an estimate of 80% of the total shares expected to be delivered under the October ASR
Agreement. Upon the final settlement of the October ASR Agreement, subsequent to fiscal year 2015, the Company received an
additional delivery of 483,913 shares of its common stock based on a weighted average cost per share of $41.51 over the term
of the October ASR Agreement.
Additionally, during fiscal year 2015, the Company repurchased a total of 2,106,881 shares of common stock in the open
market at a weighted average cost per share of $47.47 from existing stockholders.
The Company accounts for treasury stock under the cost method, and as such recorded an increase in common treasury stock of
$600.0 million during fiscal year 2015 for the shares repurchased under the accelerated share repurchase agreements and in the
open market, based on the fair market value of the shares on the dates of repurchase and direct costs incurred. Additionally, the
Company recorded a decrease in additional paid-in capital of $25.0 million related to the remaining cash paid under the
October ASR agreement since the final settlement was not completed as of December 26, 2015. During fiscal year 2015, the
Company retired 12,833,178 shares of treasury stock, resulting in decreases in treasury stock and additional paid-in capital of
$599.0 million and $129.4 million, respectively, and an increase in accumulated deficit of $469.5 million.
On February 4, 2016, the Company entered into an accelerated share repurchase agreement (the “February 2016 ASR
Agreement”) with a third-party financial institution. Pursuant to the terms of the February ASR Agreement, the Company paid
the financial institution $30.0 million from cash on hand and received an initial delivery of 553,506 shares of the Company’s
common stock on February 9, 2016, representing an estimate of 80% of the total shares expected to be delivered under the
February 2016 ASR Agreement. At settlement, the financial institution may be required to deliver additional shares of common
stock to the Company or, under certain circumstances, the Company may be required to deliver shares of its common stock or
may elect to make a cash payment to the financial institution. Final settlement of the February 2016 ASR Agreement is
expected to be completed in the first quarter of fiscal year 2016.
(c) Accumulated other comprehensive loss
The components of accumulated other comprehensive loss were as follows (in thousands):
Balances at December 27, 2014
Other comprehensive income (loss)
Balances at December 26, 2015
Effect of
foreign
currency
translation
Unrealized
gains (losses)
on interest rate
swaps
Unrealized gain
(loss) on pension
plan (1)
$
$
(13,738)
(6,721)
(20,459)
3,716
(1,273)
2,443
(2,874)
2,874
—
Accumulated
other
comprehensive
income
(13,977)
(6,069)
(20,046)
Other
(1,081)
(949)
(2,030)
(1) Upon settlement of the pension plan, unrealized losses were reclassified to general and administrative expenses, net, during the second
quarter of fiscal year 2015 (see note 18).
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(d) Dividends
During fiscal year 2015, the Company paid dividends on common stock as follows:
Fiscal year 2015:
First quarter
Second quarter
Third quarter
Fourth quarter
Dividend per
share
Total amount
(in thousands)
Payment date
$
0.265
$
0.265
0.265
0.265
25,688
25,127
25,197
24,504
March 18, 2015
June 17, 2015
September 2, 2015
December 2, 2015
During fiscal year 2014, the Company paid dividends on common stock as follows:
Fiscal year 2014:
First quarter
Second quarter
Third quarter
Fourth quarter
Dividend per
share
Total amount
(in thousands)
Payment date
$
$
0.23
0.23
0.23
0.23
24,520
24,239
23,997
24,019
March 19, 2014
June 4, 2014
September 3, 2014
December 3, 2014
On February 4, 2016, we announced that our board of directors approved an increase to the next quarterly dividend to $0.30 per
share of common stock, payable March 16, 2016 to shareholders of record as of the close of business on March 7, 2016.
(14) Equity incentive plans
The Dunkin’ Brands Group, Inc. 2015 Omnibus Long-Term Incentive Plan (the “2015 Plan”) was adopted in May 2015. A
maximum of 6,200,000 shares of common stock may be delivered in satisfaction of awards under the 2015 Plan. The 2015 Plan
is the only plan under which the Company will grant awards. Historically, the Company granted awards under the Dunkin’
Brands Group, Inc. 2011 Omnibus Long-Term Incentive Plan (the “2011 Plan”) and the 2006 Executive Incentive Plan, as
amended (the “2006 Plan”) prior to the 2015 Plan.
The Company also established an employee stock purchase plan (“ESPP”), effective October 1, 2015, that permits eligible
employees to contribute up to 10% of their base earnings toward purchase of common stock of the Company. The purchase
price is 90% of the closing price of the stock on the last business day of the six-month offering period. The aggregate number
of shares of common stock that may be purchased under the plan is 500,000. No shares have been purchased under the ESPP as
of December 26, 2015.
Total share-based compensation expense, which is included in general and administrative expenses, net, consisted of the
following (in thousands):
2006 Plan—nonexecutive and 2011 Plan stock options
2011 Plan restricted shares
Restricted stock units
Other
Total share-based compensation
Total related tax benefit
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
$
10,519
1,967
3,408
198
16,092
6,512
6,978
1,456
2,419
434
11,287
4,567
4,830
—
1,513
980
7,323
2,958
The actual tax benefit realized from stock options exercised during fiscal years 2015, 2014, and 2013 was $13.1 million, $11.5
million, and $15.9 million respectively.
2006 Plan—nonexecutive and 2011 Plan stock options
During fiscal years 2015, 2014, and 2013, the Company granted options to certain employees to purchase 1,621,899,
1,406,308, and 1,177,999 shares, respectively, of common stock under the 2011 Plan. Additionally, the Company had granted
options to nonexecutives to purchase shares of common stock under the 2006 Plan in prior years. The nonexecutive options and
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2011 Plan options vest in equal annual amounts over either a 4- or 5-year period subsequent to the grant date, and as such are
subject to a service condition, and also fully vest upon a change of control. The requisite service period over which
compensation cost is being recognized is either 4 or 5 years. The maximum contractual term of the nonexecutive and 2011 Plan
options is 7 or 10 years.
The fair value of nonexecutive and 2011 Plan options were estimated on the date of grant using the Black-Scholes option
pricing model. This model is impacted by the Company’s stock price and certain assumptions related to the Company’s stock
and employees’ exercise behavior. The following weighted average assumptions were utilized in determining the fair value of
the 2011 Plan options granted during fiscal years 2015, 2014, and 2013:
Weighted average grant-date fair value of share options granted
$
8.66
$
10.65
$
9.92
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
Weighted average assumptions:
Risk-free interest rate
Expected volatility
Dividend yield
Expected term (years)
1.5%
25.0%
2.2%
4.91
1.5%
26.3%
1.8%
4.96
1.2%
33.0%
2.0%
6.25
The expected term was primarily estimated utilizing the simplified method. We utilized the simplified method because the
Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
The risk-free interest rate assumption was based on yields of U.S. Treasury securities in effect at the date of grant with terms
similar to the expected term. Expected volatility was estimated based on historical volatility of peer companies over a period
equivalent to the expected term, as well as considering the Company’s historical volatility since its initial public offering.
Additionally, the dividend yield was estimated based on dividends currently being paid on the underlying common stock at the
date of grant. Estimated and actual forfeitures have not had a material impact on share-based compensation expense.
A summary of the status of the Company’s nonexecutive and 2011 Plan options as of December 26, 2015 and changes during
fiscal year 2015 is presented below:
Share options outstanding at December 27, 2014
Granted
Exercised
Forfeited or expired
Share options outstanding at December 26, 2015
Share options exercisable at December 26, 2015
Number of
shares
3,016,769
$
1,621,899
(286,975)
(101,935)
4,249,758
1,062,581
Weighted
average
exercise
price
40.91
47.39
29.05
41.37
44.18
36.39
Weighted
average
remaining
contractual
term (years)
6.9
Aggregate
intrinsic
value
(in millions)
$
6.0
6.0
12.6
9.1
The total grant-date fair value of nonexecutive and 2011 Plan stock options vested during fiscal years 2015, 2014, and 2013
was $7.4 million, $4.6 million, and $2.9 million, respectively. The total intrinsic value of nonexecutive and 2011 Plan stock
options exercised was $6.7 million, $3.7 million, and $4.1 million for fiscal years 2015, 2014, and 2013, respectively. As of
December 26, 2015, there was $21.4 million of total unrecognized compensation cost related to nonexecutive and 2011 Plan
options. Unrecognized compensation cost is expected to be recognized over a weighted average period of approximately
2.5 years.
Restricted stock units
The Company typically grants restricted stock units to certain employees and non-employee members of our board of directors.
Restricted stock units granted to employees generally vest in three equal installments on each of the first three annual
anniversaries of the grant date. Restricted stock units granted to our non-employee members of our board of directors generally
vest in one installment on the first anniversary of the grant date.
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A summary of the changes in the Company’s restricted stock units during fiscal year 2015 is presented below:
Nonvested restricted stock units at December 27, 2014
Granted
Vested
Forfeited
Nonvested restricted stock units at December 26, 2015
Number of
shares
122,483
87,307
(61,879)
(9,564)
138,347
Weighted
average grant-
date fair value
43.40
$
46.21
42.66
44.55
45.42
Weighted
average
remaining
contractual
term (years)
1.5
Aggregate
intrinsic
value
(in millions)
1.4
$
5.9
The fair value of each restricted stock unit is determined on the date of grant based on our closing stock price. As of
December 26, 2015, there was $3.5 million of total unrecognized compensation cost related to restricted stock units, which is
expected to be recognized over a weighted average period of approximately 1.6 years. The total grant-date fair value of
restricted stock units vested during fiscal years 2015, 2014, and 2013 was $2.6 million, $1.8 million, and $448 thousand,
respectively.
2011 Plan nonvested (restricted) shares
During fiscal year 2014, the Company granted restricted shares of 27,096. The restricted shares vest in full on July 31, 2016
based on a service condition, and have a grant-date fair value of $51.67 per share, which was determined on the date of grant
based on the Company’s closing stock price. During fiscal year 2015, the Company granted restricted shares of 21,101. The
restricted shares vest in equal installments in February 2018 and 2019 based on a service condition, and have a grant-date fair
value of $47.39 per share, which was determined on the date of grant based on the Company’s closing stock price. As of
December 26, 2015, there was $1.1 million of total unrecognized compensation cost related to these restricted shares, which is
expected to be recognized over a weighted average period of approximately 2.4 years.
In addition, during fiscal year 2014, the Company granted 150,000 contingently issuable restricted shares. The contingently
issuable restricted shares are eligible to vest on December 31, 2018, subject to a service condition and a market vesting
condition linked to the level of total shareholder return received by the Company’s shareholders during the performance period
measured against the median total shareholder return of the companies in the S&P 500 Composite Index. The contingently
issuable restricted shares were valued based on a Monte Carlo simulation model to reflect the impact of the total shareholder
return market condition, resulting in a grant-date fair value of $37.94 per share. As of December 26, 2015, there was $3.5
million of total unrecognized compensation cost related to these restricted shares, which is expected to be recognized over a
period of approximately 3.0 years.
As of December 26, 2015, total 2011 Plan restricted shares of 198,197 remained unvested.
(15) Earnings per Share
The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share
amounts):
Net income attributable to Dunkin’ Brands—basic and diluted
Weighted average number of common shares:
Common—basic
Common—diluted
Earnings per common share:
Common—basic
Common—diluted
Fiscal year ended
December 26,
2015
105,227
$
December 27,
2014
176,357
December 28,
2013
146,903
96,045,232
105,398,899
106,501,733
97,131,674
106,705,778
108,217,011
$
1.10
1.08
1.67
1.65
1.38
1.36
The weighted average number of common shares in the common diluted earnings per share calculation includes the dilutive
effect of 1,086,442, 1,306,879, and 1,715,278 equity awards for fiscal years 2015, 2014, and 2013, respectively, using the
treasury stock method. The weighted average number of common shares in the common diluted earnings per share calculation
for all periods excludes all contingently issuable equity awards outstanding for which the contingent vesting criteria were not
-84-
yet met as of the fiscal period end. As of December 26, 2015 and December 27, 2014, there were 150,000 restricted shares that
were contingently issuable and for which the contingent vesting criteria were not yet met as of the fiscal period end. As of
December 28, 2013, there were no contingently issuable equity awards and for which the contingent vesting criteria was not yet
met. Additionally, the weighted average number of common shares in the common diluted earnings per share calculation
excludes 2,985,215, 1,373,379, and 1,100,275 equity awards for fiscal years 2015, 2014, and 2013, respectively, as they would
be antidilutive.
(16) Income taxes
Income (loss) before income taxes was attributed to domestic and foreign taxing jurisdictions as follows (in thousands):
Domestic operations
Foreign operations
Income before income taxes
Fiscal year ended
December 26,
2015
234,410
(32,822)
201,588
$
$
December 27,
2014
231,549
December 28,
2013
195,277
24,184
255,733
22,811
218,088
The components of the provision for income taxes were as follows (in thousands):
Current:
Federal
State
Foreign
Current tax provision
Deferred:
Federal
State
Foreign
Deferred tax benefit
Provision for income taxes
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
$
$
90,586
23,694
3,186
117,466
(19,034)
(3,060)
987
(21,107)
96,359
82,925
23,146
(1,262)
104,809
(22,644)
(1,861)
(134)
(24,639)
80,170
70,696
11,758
2,521
84,975
(11,915)
(984)
(292)
(13,191)
71,784
The provision for income taxes from continuing operations differed from the expense computed using the statutory federal
income tax rate of 35% due to the following:
Computed federal income tax expense, at statutory rate
Impairment of investment in Japan JV
State income taxes
Benefits and taxes related to foreign operations
Conversion of foreign subsidiary
Other permanent differences
Changes in enacted tax rates and apportionment
Uncertain tax positions
Other, net
Effective tax rate
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
35.0%
35.0%
35.0%
9.4
6.6
(4.4)
—
0.6
—
—
0.6
47.8%
—
5.7
(3.5)
(3.3)
0.1
0.1
(2.5)
(0.3)
31.3%
—
4.7
(4.3)
—
0.2
0.8
(3.2)
(0.3)
32.9%
The increase in the effective tax rate for fiscal year 2015 resulting from the impairment of our investment in the Japan JV
resulted from the corresponding reduction in income before income taxes but for which there is no corresponding tax benefit.
-85-
During fiscal year 2014, the Company recorded a net tax benefit of $7.0 million related to the reversal of reserves for uncertain
tax positions, including interest and penalties, net of federal and state tax benefit as applicable, for which settlement with the
taxing authorities was reached or were otherwise deemed effectively settled. Additionally during fiscal year 2014, the Company
recorded a net tax benefit of $8.5 million related to the restructuring of our Canadian subsidiaries, which included a legal entity
conversion of Dunkin’ Brands Canada, Ltd. (“DBCL”) to a British Columbia unlimited liability company. The net tax benefit
from the Canadian legal entity conversion resulted primarily from a worthless securities deduction for the tax basis of DBCL
and the revaluation of DBCL’s deferred tax assets and liabilities at the applicable U.S. deferred tax rate, partially offset by
income recognized for the tax basis of DBCL’s assets.
During fiscal year 2013, the Company recorded a net tax benefit of $8.4 million related to the reversal of reserves for uncertain
tax positions, including interest and penalties, net of federal and state tax benefit as applicable, for which settlement with the
taxing authorities was reached, and recognized a deferred tax expense of $1.7 million due to estimated changes in
apportionment and enacted changes in future state income tax rates.
The components of deferred tax assets and liabilities were as follows (in thousands):
Allowance for doubtful accounts
Capital leases
Rent
Property and equipment
Deferred compensation liabilities
Deferred gift cards and certificates
Deferred income
Real estate reserves
Franchise rights and other intangibles
Unused net operating losses and foreign tax credits
Other current liabilities
Capital loss
Other
Valuation allowance
Total
December 26, 2015
December 27, 2014
Deferred tax
assets
Deferred tax
liabilities
Deferred tax
assets(1)
Deferred tax
liabilities(1)
$
$
4,484
3,256
10,132
419
15,155
20,909
12,064
1,060
—
14,233
7,708
162
—
89,582
(793)
88,789
—
—
—
—
—
—
—
—
559,332
—
—
—
337
559,669
—
559,669
3,377
3,066
8,922
—
10,645
20,549
10,311
1,223
—
10,444
13,033
179
780
82,529
(682)
81,847
—
—
—
4,451
—
—
—
—
567,751
—
—
—
768
572,970
—
572,970
(1) As a result of the retrospective adoption of recent accounting guidance to simplify the presentation of deferred income taxes (see note 2),
current deferred income tax assets as of December 27, 2014 were reclassified from current to noncurrent to conform to current period
presentation.
At December 26, 2015, the Company had $10.7 million of unused foreign tax credits, which expire in fiscal years 2021, 2024,
and 2025. At December 26, 2015, the Company had net operating loss carryforwards in certain international jurisdictions of
approximately $7.4 million, and recorded a deferred tax asset of $1.4 million, net of valuation allowance, related to such loss
carryforwards.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion
or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in
making this assessment. Based upon the level of historical taxable income, and projections for future taxable income over the
periods for which the deferred tax assets are deductible, management believes, as of December 26, 2015, with the exception of
net operating loss carryforwards attributable to our subsidiaries in Spain and the United Kingdom, it is more likely than not that
the Company will realize the benefits of the deferred tax assets.
The Company has not recognized a deferred tax liability of $6.6 million for the undistributed earnings of foreign operations, net
of foreign tax credits, relating to our foreign joint ventures that arose in fiscal year 2015 and prior years because the Company
currently does not expect those unremitted earnings to reverse and become taxable to the Company in the foreseeable future. A
-86-
deferred tax liability will be recognized when the Company is no longer able to demonstrate that it plans to permanently
reinvest undistributed earnings. As of December 26, 2015 and December 27, 2014, the undistributed earnings of these joint
ventures were approximately $128.2 million and $136.7 million, respectively.
The Company has not recognized a deferred tax liability of $9.5 million for the undistributed earnings of our foreign
subsidiaries since such earnings are considered indefinitely reinvested outside the United States. As of December 26, 2015 and
December 27, 2014, the amount of cash associated with indefinitely reinvested foreign earnings was approximately $18.3
million and $8.5 million, respectively. If in the future we decide to repatriate such foreign earnings, we could incur incremental
U.S. federal and state income tax. However, our intent is to keep these funds indefinitely reinvested outside of the United States
and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.
At December 26, 2015 and December 27, 2014, the total amount of unrecognized tax benefits related to uncertain tax positions
was $2.7 million and $3.7 million, respectively. At December 26, 2015 and December 27, 2014, the Company had
approximately $1.3 million and $1.2 million, respectively, of accrued interest and penalties related to uncertain tax positions.
The Company recorded net income tax expense of $0.1 million during fiscal year 2015 and net income tax benefits of $2.3
million and $5.8 million during fiscal years 2014 and 2013, respectively, for potential interest and penalties related to uncertain
tax positions. At December 26, 2015 and December 27, 2014, there were $1.1 million and $2.0 million, respectively, of
unrecognized tax benefits that, if recognized, would impact the annual effective tax rate.
The Company’s major tax jurisdictions subject to income tax are the United States and Canada. For Canada, the Company has
open tax years dating back to tax years ended December 2006 and finalized its audit for the tax periods 2009 through 2012
during fiscal year 2014. In the United States, the Company has been audited by the IRS through fiscal year 2010 and is
currently under audit in various jurisdiction for tax periods after December 2010.
A summary of the changes in the Company’s unrecognized tax benefits is as follows (in thousands):
Balance at beginning of year
Increases related to prior year tax positions
Increases related to current year tax positions
Decreases related to prior year tax positions
Decreases related to settlements
Effect of foreign currency adjustments
Balance at end of year
(17) Commitments and contingencies
(a) Lease commitments
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
3,672
—
111
(301)
(636)
(193)
2,653
8,213
488
96
(4,567)
(296)
(262)
3,672
15,428
855
219
(3,091)
(4,797)
(401)
8,213
The Company is party to various leases for property, including land and buildings, leased automobiles, and office equipment
under noncancelable operating and capital lease arrangements (see note 11).
(b) Guarantees
Financial Guarantees
The Company has established agreements with certain financial institutions whereby the Company’s franchisees can obtain
financing with terms of approximately 3 to 10 years for various business purposes. Substantially all loan proceeds are used by
the franchisees to finance store improvements, new store development, new central production locations, equipment purchases,
related business acquisition costs, working capital, and other costs. In limited instances, the Company guarantees a portion of
the payments and commitments of the franchisees, which is collateralized by the store equipment owned by the franchisee.
Under the terms of the agreements, in the event that all outstanding borrowings come due simultaneously, the Company would
be contingently liable for $2.0 million and $2.2 million at December 26, 2015 and December 27, 2014, respectively. At
December 26, 2015 and December 27, 2014, there were no amounts under such guarantees that were due. The Company
assesses the risk of performing under these guarantees for each franchisee relationship on a quarterly basis.
-87-
Supply Chain Guarantees
In 2012, the Company entered into a third-party guarantee with a distribution facility of franchisee products that guarantees
franchisees would sell a certain volume of cooler beverages each year over a 4-year period. During fiscal year 2013, the
Company determined that the franchisees would not achieve the required sales volume, and therefore, the Company accrued the
maximum guarantee under the agreement of $7.5 million, which is included in general and administrative expenses, net in the
consolidated statements of operations. The Company made the full required guarantee payment during fiscal year 2014. No
additional guarantee payments will be required under the agreement.
The Company has various supply chain agreements that provide for purchase commitments, the majority of which result in the
Company being contingently liable upon early termination of the agreement. As of December 26, 2015 and December 27,
2014, the Company was contingently liable under such supply chain agreements for approximately $157.8 million and $55.8
million, respectively. The increase in contingent liabilities from the prior year is primarily due to the Company entering into an
amended and restated agreement with a supplier during the third quarter of fiscal year 2015 upon expiration of the original
agreement, under which the Company guarantees franchisees will purchase a certain volume of product each year over the term
of the agreement. Similar to certain other supply chain commitments, as product is purchased by the Company’s franchisees
over the term of the agreement, the amount of the guarantee is reduced. The Company assesses the risk of performing under
each of these guarantees on a quarterly basis, and, based on various factors including internal forecasts, prior history, and
ability to extend contract terms, we accrued $507 thousand related to supply chain commitments as of December 27, 2014,
which is included in other current liabilities in the consolidated balance sheets. There was no accrual required as of
December 26, 2015 related to these commitments.
Lease Guarantees
The Company is contingently liable on certain lease agreements typically resulting from assigning our interest in obligations
under property leases as a condition of refranchising certain restaurants and the guarantee of certain other leases. These leases
have varying terms, the latest of which expires in 2024. As of December 26, 2015 and December 27, 2014, the potential
amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessee
was $3.7 million and $6.3 million, respectively. Our franchisees are the primary lessees under the majority of these leases. The
Company generally has cross-default provisions with these franchisees that would put them in default of their franchise
agreement in the event of nonpayment under the lease. We believe these cross-default provisions significantly reduce the risk
that we will be required to make payments under these leases. Accordingly, we do not believe it is probable that the Company
will be required to make payments under such leases, and we have not recorded a liability for such contingent liabilities.
(c) Letters of credit
At December 26, 2015 and December 27, 2014, the Company had standby letters of credit outstanding for a total of $26.3
million and $2.9 million, respectively. There were no amounts drawn down on these letters of credit.
(d) Legal matters
In May 2003, a group of Dunkin’ Donuts franchisees from Quebec, Canada filed a lawsuit against the Company on a variety of
claims, including but not limited to, alleging that the Company breached its franchise agreements and provided inadequate
management and support to Dunkin’ Donuts franchisees in Quebec (the “Bertico litigation”). In June 2012, the Quebec
Superior Court found for the plaintiffs and issued a judgment against the Company in the amount of approximately C$16.4
million, plus costs and interest, representing loss in value of the franchises and lost profits. The Company appealed the
decision, and in April 2015, the Quebec Court of Appeals (Montreal) ruled to reduce the damages to approximately C$10.9
million, plus costs and interest. Similar claims have also been made against the Company by other former Dunkin’ Donuts
franchisees in Canada. As a result of the Bertico litigation appellate ruling and assessment of similar claims, the Company
reduced its aggregate legal reserves for the Bertico litigation and similar claims by approximately $2.8 million during the first
quarter of fiscal year 2015, which is recorded within general and administrative expenses, net in the consolidated statements of
operations, resulting in an estimated liability of $18.1 million as of December 26, 2015. The Company has sought leave to
appeal with the Supreme Court of Canada in the Bertico litigation.
Additionally, the Company is engaged in several matters of litigation arising in the ordinary course of its business as a
franchisor. Such matters include disputes related to compliance with the terms of franchise and development agreements,
including claims or threats of claims of breach of contract, negligence, and other alleged violations by the Company. At
December 26, 2015 and December 27, 2014, contingent liabilities, excluding the Bertico litigation, totaling $215 thousand and
$765 thousand, respectively, were included in other current liabilities in the consolidated balance sheets to reflect the
Company’s estimate of the probable losses which may be incurred in connection with these matters.
-88-
(18) Retirement plans
401(k) Plan
Employees of the Company, excluding employees of certain international subsidiaries and certain employees of company-
operated stores, are eligible to participate in a defined contribution retirement plan, the Dunkin’ Brands 401(k) Retirement Plan
(“401(k) Plan”), under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, employees may contribute up to
80% of their pre-tax eligible compensation, not to exceed the annual limits set by the IRS. The 401(k) Plan allows the
Company to match participants’ contributions in an amount determined at the sole discretion of the Company. The Company
matched participants’ contributions during fiscal years 2015, 2014, and 2013, up to a maximum of 4% of the employee’s
eligible compensation. Employer contributions totaled $3.2 million for each of the fiscal years 2015 and 2014 and $3.1 million
for fiscal year 2013. The 401(k) Plan also provides for a discretionary contribution in addition to matching contributions. No
such discretionary contributions were made during fiscal years 2015, 2014, and 2013.
NQDC Plans
The Company, excluding employees of certain international subsidiaries, also offers certain qualifying individuals, as defined
by the Employee Retirement Income Security Act (“ERISA”), the ability to participate in the NQDC Plans. The NQDC Plans
allow for pre-tax contributions of up to 50% of a participant’s base annual salary and other forms of compensation, as defined.
The Company credits the amounts deferred with earnings and holds investments in company-owned life insurance to partially
offset the Company’s liabilities under the NQDC Plans. The NQDC Plans liability, included in other long-term liabilities in the
consolidated balance sheets, was $9.1 million and $8.5 million at December 26, 2015 and December 27, 2014, respectively. As
of December 26, 2015 and December 27, 2014, total investments held for the NQDC Plan were $5.8 million and $3.0 million,
respectively, and are included in other assets in the consolidated balance sheets.
Canadian Pension Plan
The Company sponsored a contributory defined benefit pension plan in Canada, The Baskin-Robbins Employees’ Pension Plan
(“Canadian Pension Plan”), which provided retirement benefits for the majority of its Canadian employees.
During fiscal year 2012, the Company’s board of directors approved a plan to close the Peterborough, Ontario, Canada
manufacturing plant, where the majority of the Canadian Pension Plan participants were employed. As a result of the closure,
the Company terminated the Canadian Pension Plan in fiscal year 2012, and the Financial Services Commission of Ontario
approved the termination of the plan in fiscal year 2014. During fiscal year 2015, the Company completed the final settlement
of the plan by funding the plan deficit and distributing substantially all plan assets through lump-sum distributions to
participants and the purchase of annuities. The settlement of the Canadian Pension Plan resulted in the recognition of a loss of
$4.1 million, which was reclassified from accumulated other comprehensive loss to general and administrative expenses, net
during fiscal year 2015.
(19) Related-party transactions
The Company recognized royalty income from its equity method investees as follows (in thousands):
Japan JV
South Korea JV
Spain JV
Fiscal year ended
December 26,
2015
December 27,
2014
December 28,
2013
$
$
1,378
4,288
68
5,734
1,790
4,602
123
6,515
2,097
4,156
130
6,383
At December 26, 2015 and December 27, 2014, the Company had $1.1 million and $1.4 million, respectively, of royalties
receivable from its equity method investees, which were recorded in accounts receivable, net of allowance for doubtful
accounts, in the consolidated balance sheets.
The Company made net payments to its equity method investees totaling approximately $3.2 million, $2.6 million, and $3.8
million, in fiscal years 2015, 2014, and 2013, respectively, primarily for the purchase of ice cream products.
In prior fiscal years, the Company made loans of $2.7 million to the Spain JV, which were subsequently reserved (see note 6).
As of December 26, 2015 and December 27, 2014, the Company had $2.1 million and $2.5 million, respectively, of notes
-89-
receivable from the Spain JV, of which $2.1 million and $2.3 million were reserved, respectively. The notes receivable, net of
the reserve, are included in other assets in the consolidated balance sheets.
During fiscal years 2015 and 2014, the Company recognized sales of ice cream and other products of $4.0 million and $5.8
million, respectively, in the consolidated statements of operations from the sale of ice cream products to the Australia JV. As of
December 26, 2015 and December 27, 2014, the Company had $3.1 million of net receivables from the Australia JV, consisting
of accounts and notes receivable, net of current liabilities.
(20) Allowance for doubtful accounts
The changes in the allowance for doubtful accounts were as follows (in thousands):
Balance at December 29, 2012
Provision for (recovery of) doubtful accounts, net
Write-offs and other
Balance at December 28, 2013
Provision for (recovery of) doubtful accounts, net
Write-offs and other
Balance at December 27, 2014
Provision for (recovery of) doubtful accounts, net
Write-offs and other
Balance at December 26, 2015
(21) Quarterly financial data (unaudited)
Total revenues
Operating income
Net income (loss) attributable to Dunkin’ Brands
Earnings (loss) per share:
Common—basic
Common—diluted
Total revenues
Operating income
Net income attributable to Dunkin’ Brands
Earnings per share:
Common—basic
Common—diluted
Accounts
receivable
Short-term
notes and other
receivables
Long-term
notes and other
receivables
$
$
2,483
1,015
(899)
2,599
1,796
(513)
3,882
3,705
(1,960)
5,627
1,204
(339)
(206)
659
(14)
633
1,278
(117)
(154)
1,007
—
2,808
—
2,808
1,039
100
3,947
(245)
373
4,075
Three months ended
March 28,
2015
June 27,
2015
September 26,
2015
December 26,
2015
(In thousands, except per share data)
$
185,905
83,740
25,631
0.26
0.25
211,424
92,588
42,318
0.44
0.44
209,807
99,763
46,216
0.49
0.48
203,797
43,476
(8,938)
(0.10)
(0.10)
Three months ended
March 29,
2014
June 28,
2014
September 27,
2014
December 27,
2014
(In thousands, except per share data)
$
171,948
69,097
22,956
0.22
0.21
190,908
87,557
46,191
0.44
0.43
192,640
92,480
54,697
0.52
0.52
193,213
89,724
52,513
0.50
0.50
-90-
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), that are designed to ensure that information that would be required to be disclosed in
Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer
and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision, and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures as of December 26, 2015. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of December 26, 2015, such disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process,
designed by, or under the supervision of the Company’s principal executive and principal financial officers and effected by the
Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles
generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that
in reasonable detail accurately and fairly reflect our transactions and disposition of assets; providing reasonable assurance that
transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts
and expenditures are made only in accordance with management and board authorizations; and providing reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a
misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree
of compliance with policies or procedures may deteriorate.
Management, with the participation of the Company’s principal executive and principal financial officers, conducted an
evaluation of the effectiveness of our internal control over financial reporting as of December 26, 2015 based on the framework
and criteria established in Internal Control–Integrated Framework (2013), issued by the Committee of Sponsoring
Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of
December 26, 2015.
Our independent registered public accounting firm, KPMG LLP, audited the effectiveness of our internal control over financial
reporting as of December 26, 2015, as stated in their report which appears herein.
-91-
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Dunkin’ Brands Group, Inc.:
We have audited Dunkin’ Brands Group, Inc.’s internal control over financial reporting as of December 26, 2015, based on
criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Dunkin’ Brands Group, Inc.’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Dunkin’ Brands Group, Inc. maintained, in all material respects, effective internal control over financial reporting
as of December 26, 2015, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Dunkin’ Brands Group, Inc. and subsidiaries as of December 26, 2015 and December 27,
2014, and the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit), and cash
flows for each of the years in the three-year period ended December 26, 2015, and our report dated February 18, 2016
expressed an unqualified opinion on those consolidated financial statements.
Our report on the consolidated financial statements refers to a change in the method of accounting for deferred income taxes
and debt issuance costs as of December 26, 2015 upon the early adoption of Accounting Standards Update No. 2015-17,
Balance Sheet Classification of Deferred Taxes, and Accounting Standards Update No. 2015-03, Simplifying the Presentation of
Debt Issuance Costs, respectively.
/s/ KPMG LLP
Boston, Massachusetts
February 18, 2016
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Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers of the Registrant
PART III
Set forth below is certain information about our executive officers. Ages are as of February 18, 2016.
Nigel Travis, age 66, has served as Chief Executive Officer of Dunkin’ Brands since January 2009 and assumed the additional
role of Chairman of the Board in May 2013. From 2005 through 2008, Mr. Travis served as President and Chief Executive
Officer, and on the board of directors of Papa John’s International, Inc., a publicly-traded international pizza chain. Prior to
Papa John’s, Mr. Travis was with Blockbuster, Inc. from 1994 to 2004, where he served in increasing roles of responsibility,
including President and Chief Operating Officer. Mr. Travis previously held numerous senior positions at Burger King
Corporation. Mr. Travis currently serves as the Lead Director of Office Depot, Inc. and formerly served on the boards of
Lorillard, Inc. and Bombay Company, Inc.
Paul Carbone, age 49, was named Senior Vice President and Chief Financial Officer on June 4, 2012. Prior to that, Mr.
Carbone had served as Vice President, Financial Management of Dunkin’ Brands since 2008. Prior to joining Dunkin’ Brands,
he most recently served as Senior Vice President and Chief Financial Officer for Tween Brands, Inc. Before Tween Brands, Mr.
Carbone spent seven years with Limited Brands, Inc., where his roles included Vice President, Finance, for Victoria’s Secret.
Mr. Carbone serves on the board of directors of Snap Fitness, a global franchisor of fitness facilities, as well as the National
DCP, LLC, the Dunkin’ Donuts franchisee-owned purchasing and distribution cooperative.
Jack Clare, age 45, was appointed Chief Information and Strategy Officer in March 2015. Mr. Clare joined Dunkin’ Brands in
July 2012, and prior to his current position, he served as Chief Information Officer. Prior to joining Dunkin’ Brands, Mr. Clare
served as Vice President, IT and Chief Information Officer for Yum! Restaurants International, where he had responsibility for
the IT strategy for more than 14,000 restaurants in over 120 countries, primarily for the KFC, Pizza Hut and Taco Bell brands.
Before Yum!, Mr. Clare spent seven years with Constellation Brands, most recently as their Vice President, Technical Services.
He also spent three years with Sapient Corporation in various IT management roles and 7 years on active duty as an officer in
the U.S. Air Force.
John Costello, age 68, joined Dunkin’ Brands in 2009 and currently serves as President, Global Marketing & Innovation. Prior
to joining Dunkin’ Brands, Mr. Costello was an independent consultant and served as President and CEO of Zounds, Inc., an
early stage developer and hearing aid retailer, from September 2007 to January 2009. Following his departure, Zounds filed for
bankruptcy in March 2009. From October 2006 to August 2007, he served as President of Consumer and Retail for Solidus
Networks, Inc. (d/b/a Pay By Touch), which filed for bankruptcy in March 2008. Mr. Costello previously served as the
Executive Vice President of Merchandising and Marketing at The Home Depot, Senior Executive Vice President of Sears, and
Chief Global Marketing Officer of Yahoo!. He has also held leadership roles at several companies, including serving as
President of Nielsen Marketing Research U.S. Mr. Costello currently serves on the board of directors of Fantex, Inc. and was a
director of Ace Hardware Corporation from June 2009 to February 2014.
Richard Emmett, age 60, was named Chief Legal and Human Resources Officer in January 2014, and prior to that, served as
Senior Vice President and General Counsel since joining Dunkin' Brands in December 2009. Mr. Emmett joined Dunkin’
Brands from QCE HOLDING LLC (Quiznos) where he served as Executive Vice President, Chief Legal Officer and Secretary.
Prior to Quiznos, Mr. Emmett served in various roles including as Senior Vice President, General Counsel and Secretary for
Papa John’s International. Mr. Emmett currently serves on the board of directors of Francesca’s Holdings Corporation, is a
member of Francesca’s audit committee, and serves as Chair of that company’s compensation committee. In addition, Mr.
Emmett serves on the board of directors of the International Franchise Association.
Bill Mitchell, age 51, joined Dunkin’ Brands in August 2010, and currently serves as President, Dunkin' Brands International.
Prior to his current appointment, Mr. Mitchell served as President, Baskin-Robbins U.S. and Canada, and Dunkin' Donuts and
Baskin-Robbins China, Japan and South Korea. Mr. Mitchell joined Dunkin’ Brands from Papa John’s International, where he
had served in a variety of roles since 2000, including President of Global Operations, President of Domestic Operations,
Operations VP, Division VP and Senior VP of Domestic Operations. Prior to Papa John’s, Mr. Mitchell was with Popeyes, a
division of AFC Enterprises where he served in various capacities including Senior Director of Franchise Operations.
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Scott Murphy, age 43, currently serves as Senior Vice President, Operations, Dunkin' Donuts U.S. and Canada. Mr. Murphy
joined Dunkin’ Brands in 2004 and prior to his current position, served as Senior Vice President and Chief Supply Officer. Mr.
Murphy’s prior experience includes 10 years of global management consulting with A.T. Kearney. Mr. Murphy serves on the
board of directors of the National Coffee Association of America, and previously served on the board of directors of the
International Food Service Manufacturers Association and the National DCP, LLC.
Karen Raskopf, age 61, joined Dunkin’ Brands in 2009 and currently serves as Senior Vice President and Chief
Communications Officer. Prior to joining Dunkin’ Brands, she spent 12 years as Senior Vice President, Corporate
Communications for Blockbuster, Inc. She also served as head of communications for 7-Eleven, Inc.
Paul Twohig, age 62, joined Dunkin’ Donuts U.S. in October 2009 and currently serves as President, Dunkin' Donuts U.S. and
Canada. Prior to joining Dunkin’ Brands, Mr. Twohig served as a Division Senior Vice President for Starbucks Corporation
from December 2004 to March 2009. Mr. Twohig also previously served as Chief Operating Officer for Panera Bread
Company.
Weldon Spangler, age 50, was appointed Senior Vice President, Baskin-Robbins U.S. and Canada in October 2015. Mr.
Spangler joined Dunkin’ Brands in 2010, and prior to his current position, he served as Vice President, Dunkin’ Donuts
Operations U.S. and Canada. Prior to joining Dunkin’ Brands, Mr. Spangler held various leadership positions with Starbucks
Corporation and immediately prior to joining Dunkin’ Brands, Mr. Spangler was a Division Vice President for Knowledge
Universe, an education services firm.
John Varughese, age 50, joined Dunkin’ Brands in 2002 and currently serves as Vice President, International. Prior to his
current position, Mr. Varughese served as Vice President, Baskin-Robbins International Operations and Managing Director of
Baskin-Robbins Worldwide.
The remaining information required by this item will be contained in our definitive Proxy Statement for our 2016 Annual
Meeting of Stockholders, which will be filed not later than 120 days after the close of our fiscal year ended December 26, 2015
(the “Definitive Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item will be contained in the Definitive Proxy Statement and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be contained in the Definitive Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be contained in the Definitive Proxy Statement and is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be contained in the Definitive Proxy Statement and is incorporated herein by
reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Financial statements: All financial statements are included in Part II, Item 8 of this report.
2. Financial statement schedules: All financial statement schedules are omitted because they are not required or are
not applicable, or the required information is provided in the consolidated financial statements or notes described
in Item 15(a)(1) above.
3. Exhibits:
Exhibit
Number
Exhibit Title
3.1
3.2
4.2
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
Form of Second Restated Certificate of Incorporation of Dunkin’ Brands Group, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, File No. 333-173898, as
amended on July 11, 2011)
Form of Second Amended and Restated Bylaws of Dunkin’ Brands Group, Inc. (incorporated by reference to
Exhibit 3.2 to the Company’s Registration Statement on Form S-1, File No. 333-173898, as amended on July
11, 2011)
Specimen Common Stock certificate of Dunkin’ Brands Group, Inc. (incorporated by reference to Exhibit
4.6 to the Company’s Registration Statement on Form S-1, File No. 333-173898, as amended on July 11,
2011)
Dunkin’ Brands Group, Inc. (f/k/a Dunkin’ Brands Group Holdings, Inc.) Amended and Restated 2006
Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration
Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
Form of Option Award under 2006 Executive Incentive Plan (incorporated by reference to Exhibit 10.2 to
the Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4,
2011)
Form of Restricted Stock Award under 2006 Executive Incentive Plan (incorporated by reference to Exhibit
10.3 to the Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on
May 4, 2011)
Dunkin’ Brands Group, Inc. Amended & Restated 2011 Omnibus Long-Term Incentive Plan (incorporated
by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K, File No. 001-35258, filed the
with SEC on February 22, 2013)
Form of Amended Option Award under 2011 Omnibus Long-Term Incentive Plan (incorporated by reference
to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, File No. 001-35258, filed the with SEC on
February 20, 2014)
Form of Amended Restricted Stock Unit Award under 2011 Omnibus Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, File No.
001-35258, filed the with SEC on February 22, 2013)
Dunkin’ Brands Group, Inc. 2015 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit
4.4 to the Company’s Registration Statement on Form S-8, File No. 333-204454)
Dunkin’ Brands Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.4 to the
Company’s Registration Statement on Form S-8, File No. 333-204456)
Dunkin’ Brands Group, Inc. Annual Management Incentive Plan (incorporated by reference to Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q, File No. 001-35258, filed the with SEC on August 6,
2014)
10.10*
Amended and Restated Dunkin’ Brands, Inc. Non-Qualified Deferred Compensation Plan (incorporated by
reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, File No. 001-35258, filed the with
SEC on February 19, 2015)
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10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22
10.23
10.24
10.25
10.26
First Amended and Restated Executive Employment Agreement between Dunkin’ Brands, Inc., Dunkin’
Brands Group, Inc. and Nigel Travis (incorporated by reference to Exhibit 10.10 to the Company’s
Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
Amendment No. 1 to First Amended and Restated Executive Employment Agreement between Dunkin’
Brands, Inc., Dunkin’ Brands Group, Inc. and Nigel Travis (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, File No. 001-35258, filed with the SEC on December 3, 2012)
Amendment No. 2 to First Amended and Restated Executive Employment Agreement between Dunkin’
Brands, Inc., Dunkin’ Brands Group, Inc. and Nigel Travis (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, File No. 001-35258, filed with the SEC on March 5, 2014)
Offer Letter to John Costello dated September 30, 2009 (incorporated by reference to Exhibit 10.15 to the
Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
Offer Letter to Paul Twohig dated September 10, 2009 (incorporated by reference to Exhibit 10.16 to the
Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
Offer Letter to William Mitchell dated August 2, 2010 (incorporated by reference to Exhibit 10.36 to
Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31,
2011, File No. 001-35258, filed with the SEC on March 16, 2012)
Offer Letter to Paul Carbone dated June 4, 2012 (incorporated by reference to Exhibit 10.19 to the
Company’s Annual Report on Form 10-K, File No. 001-35258, filed the with SEC on February 22, 2013)
Form of amendment to Offer Letters (incorporated by reference to Exhibit 10.16(a) to the Company’s
Registration Statement on Form S-1, File No. 333-173898, as amended on July 11, 2011)
Restricted Stock Award Agreement of Nigel Travis, dated February 28, 2014 (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-35258, filed with the SEC on
March 5, 2014)
Executive Stock Option Award of Paul Twohig, dated February 28, 2014 (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, File No. 001-35258, filed with the SEC on
May 7, 2014)
Executive Restricted Stock Award of John Costello, dated February 28, 2014 (incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, File No. 001-35258, filed with the SEC on
May 7, 2014)
Form of Non-Competition/Non-Solicitation/Confidentiality Agreement (incorporated by reference to Exhibit
10.17 to the Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on
May 4, 2011)
Form of Base Indenture dated January 26, 2015 between DB Master Finance LLC, as Master Issuer, and
Citibank, N.A., as Trustee and Securities Intermediary (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K, File No. 001-35258, filed with the SEC on January 26, 2015)
Form of Series 2015-1 Supplement to Base Indenture dated January 26, 2015 between DB Master Finance
LLC, as Master Issuer of the Series 2015-1 fixed rate senior secured notes, Class A-2, and Series 2015-1
variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2015-1 Securities
Intermediary (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, File
No. 001-35258, filed with the SEC on January 26, 2015)
Form of Class A-1 Note Purchase Agreement dated January 26, 2015 among DB Master Finance LLC, as
Mastter Issuer, DB Master Finance Parent LLC, DB Franchising Holding Company LLC, DB Mexican
Franchising LLC, DD IP Holder LLC, BR IP Holder, BR UK Franchising LLC, Dunkin’ Donuts Franchising
LLC, Baskin-Robbins Franchising LLC, DB Real Estate Assets I LLC, DB Real Estate Assets II LLC, each
as Guarantor, Dunkin’ Brands, Inc., as manager, certain conduit investors, financial institutions and funding
agents, and Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A.,“Rabobank Nederland,” New York
Branch, as provider of letters of credit, as swingline lender and as administrative agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-35258, filed with the
SEC on January 26, 2015)
Form of Guarantee and Collateral Agreement dated January 26, 2015 among DB Master Finance Parent
LLC, DB Franchising Holding Company LLC, DB Mexican Franchising LLC, DD IP Holder LLC, BR IP
Holder, BR UK Franchising LLC, Dunkin’ Donuts Franchising LLC, Baskin-Robbins Franchising LLC, DB
Real Estate Assets I LLC, DB Real Estate Assets II LLC, each as a Guarantor, in favor of Citibank, N.A., as
trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No.
001-35258, filed with the SEC on January 26, 2015)
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10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
21.1
23.1
31.1
31.2
32.1
32.2
101
Form of Management Agreement dated January 26, 2015 among DB Master Finance, DB Master Finance
Parent LLC, certain subsidiaries of DB Master Finance LLC party thereto, Dunkin’ Brands, Inc., as manager,
DB AdFund Administrator LLC, Dunkin’ Brands (UK) Limited, as Sub-Managers, and Citibank, N.A., as
Trustee (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, File No.
001-35258, filed with the SEC on January 26, 2015)
Form of Fixed Dollar Accelerated Share Repurchase Transaction Confirmation dated February 5, 2015
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No.
001-35258, filed with the SEC on February 6, 2015)
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.24 to the
Company’s Registration Statement on Form S-1, File No. 333-173898, as amended on June 7, 2011)
Lease between 130 Royall, LLC and Dunkin’ Brands, Inc., dated as of December 20, 2013 (incorporated by
reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, File No. 001-35258, filed the
with SEC on February 20, 2014)
Form of Baskin-Robbins Franchise Agreement (incorporated by reference to Exhibit 10.30 to the Company’s
Registration Statement on Form S-1, File No. 333-173898, as amended on June 23, 2011)
Form of Dunkin’ Donuts Franchise Agreement (incorporated by reference to Exhibit 10.33 to the Company’s
Annual Report on Form 10-K, File No. 001-35258, filed the with SEC on February 22, 2013)
Form of Combined Baskin-Robbins and Dunkin’ Donuts Franchise Agreement (incorporated by reference to
Exhibit 10.34 to the Company’s Annual Report on Form 10-K, File No. 001-35258, filed the with SEC on
February 22, 2013)
Form of Dunkin’ Donuts Store Development Agreement (incorporated by reference to Exhibit 10.34 to the
Company’s Annual Report on Form 10-K, File No. 001—35258, filed with the SEC on February 24, 2012)
Form of Baskin-Robbins Store Development Agreement (incorporated by reference to Exhibit 10.35 to the
Company’s Annual Report on Form 10-K, File No. 001—35258, filed with the SEC on February 24, 2012)
Executive Restricted Stock Award - Paul Carbone (incorporated by reference to Exhibit 10.24 to the
Company's Quarterly Report on Form 10-Q, File No. 001-35258, filed with the SEC on May 6, 2015)
Form of Fixed Dollar Accelerated Share Repurchase Confirmation (incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K, File No. 001-35258, filed with the SEC on October 23,
2015)
Subsidiaries of Dunkin’ Brands Group, Inc.
Consent of KPMG LLP
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 by Chief Executive Officer
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 by Chief Financial Officer
Certification of periodic financial report pursuant to Section 906 of Sarbanes Oxley Act of 2002
Certification of periodic financial report pursuant to Section 906 of Sarbanes Oxley Act of 2002
The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year
ended December 27, 2014, formatted in Extensible Business Reporting Language, (i) the Consolidated
Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of
Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity (Deficit), (v) the
Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements
* Management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 18, 2016
DUNKIN’ BRANDS GROUP, INC.
/s/ Nigel Travis
By:
Name: Nigel Travis
Title:
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
/s/ Nigel Travis
Nigel Travis
/s/ Paul Carbone
Paul Carbone
/s/ Raul Alvarez
Raul Alvarez
/s/ Irene Chang Britt
Irene Chang Britt
/s/ Anthony DiNovi
Anthony DiNovi
/s/ Michael Hines
Michael Hines
/s/ Sandra Horbach
Sandra Horbach
/s/ Mark Nunnelly
Mark Nunnelly
/s/ Carl Sparks
Carl Sparks
/s/ Joseph Uva
Joseph Uva
Title
Chairman and Chief Executive Officer (Principal
Executive Officer)
Date
February 18, 2016
Chief Financial Officer (Principal Financial and
Accounting Officer)
February 18, 2016
Director
Director
Director
Director
Director
Director
Director
Director
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
February 18, 2016
DUNKIN’ BRANDS GROUP, INC.
130 ROYALL STREET CANTON, MA 02021