|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
Delaware
|
|
20-4145825
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
|
The NASDAQ Global Select Market
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
|
|
|
|
|
|
Non-accelerated filer
|
¨
|
|
Smaller Reporting Company
|
¨
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Page
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Part I.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Part II.
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
Part III.
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
Part IV.
|
||
Item 15.
|
Restaurant type
|
Initial franchise
fee*
|
||
Dunkin’ Donuts Single-Branded Restaurant
|
$ 40,000-90,000
|
|
|
Baskin-Robbins Single-Branded Restaurant
|
$
|
25,000
|
|
Dunkin’ Donuts/Baskin-Robbins Multi-Branded Restaurant
|
$ 50,000-100,000
|
|
*
|
Fees effective as of January 1, 2015 and excludes alternative points of distribution
|
Country/Region
|
|
Type
|
|
Franchised brand(s)
|
|
Number of restaurants
|
|
South Korea
|
|
Joint Venture
|
|
Dunkin’ Donuts
|
|
827
|
|
|
|
|
|
Baskin-Robbins
|
|
1,106
|
|
Japan
|
|
Joint Venture
|
|
Baskin-Robbins
|
|
1,170
|
|
Middle East
|
|
Master Franchise Agreements
|
|
Dunkin’ Donuts
|
|
386
|
|
|
|
|
|
Baskin-Robbins
|
|
753
|
|
Item 1A.
|
Risk Factors.
|
•
|
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;
|
•
|
increasing our vulnerability to and the potential impact of adverse changes in general economic, industry, and competitive conditions;
|
•
|
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
|
•
|
increasing our costs of borrowing.
|
•
|
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;
|
•
|
make loans and investments;
|
•
|
incur liens; and
|
•
|
enter into transactions with affiliates.
|
•
|
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.
|
•
|
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 and other calamities.
|
•
|
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;
|
•
|
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.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
|
Franchisee-owned points of distribution
|
|
Company-owned or company-operated points of distribution
|
||
Dunkin’ Donuts—US*
|
8,047
|
|
|
35
|
|
Dunkin’ Donuts—International
|
3,228
|
|
|
—
|
|
Total Dunkin’ Donuts*
|
11,275
|
|
|
35
|
|
Baskin-Robbins—US*
|
2,478
|
|
|
6
|
|
Baskin-Robbins—International
|
5,068
|
|
|
—
|
|
Total Baskin-Robbins*
|
7,546
|
|
|
6
|
|
Total US
|
10,525
|
|
|
41
|
|
Total International
|
8,296
|
|
|
—
|
|
*
|
Combination restaurants, as more fully described below, count as both a Dunkin’ Donuts and a Baskin-Robbins point of distribution.
|
Location
|
Type
|
|
Owned/Leased
|
|
Approximate Sq. Ft.
|
|
Canton, MA
|
Office
|
|
Leased
|
|
175,000
|
|
Braintree, MA (training facility)
|
Office
|
|
Owned
|
|
15,000
|
|
Burbank, CA (training facility)
|
Office
|
|
Leased
|
|
19,000
|
|
Dubai, United Arab Emirates (regional office space)
|
Office
|
|
Leased
|
|
3,200
|
|
Shanghai, China (regional office space)
|
Office
|
|
Leased
|
|
1,700
|
|
Various (regional sales offices)
|
Office
|
|
Leased
|
|
Range of 150 to 300
|
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Fiscal Quarter
|
High
|
|
Low
|
||||
2014
|
|
|
|
||||
Fourth Quarter (13 weeks ended December 27, 2014)
|
$
|
49.00
|
|
|
$
|
41.55
|
|
Third Quarter (13 weeks ended September 27, 2014)
|
$
|
47.94
|
|
|
$
|
40.50
|
|
Second Quarter (13 weeks ended June 28, 2014)
|
$
|
50.99
|
|
|
$
|
43.18
|
|
First Quarter (13 weeks ended March 29, 2014)
|
$
|
53.05
|
|
|
$
|
45.43
|
|
|
|
|
|
||||
2013
|
|
|
|
||||
Fourth Quarter (13 weeks ended December 28, 2013)
|
$
|
49.48
|
|
|
$
|
43.91
|
|
Third Quarter (13 weeks ended September 28, 2013)
|
$
|
46.50
|
|
|
$
|
40.51
|
|
Second Quarter (13 weeks ended June 29, 2013)
|
$
|
43.52
|
|
|
$
|
36.67
|
|
First Quarter (13 weeks ended March 30, 2013)
|
$
|
40.00
|
|
|
$
|
32.32
|
|
|
Dividend per share
|
|
Total amount (in thousands)
|
|
Payment date
|
||||
Fiscal year 2014:
|
|
|
|
|
|
||||
First quarter
|
$
|
0.23
|
|
|
$
|
24,520
|
|
|
March 19, 2014
|
Second quarter
|
$
|
0.23
|
|
|
$
|
24,239
|
|
|
June 4, 2014
|
Third quarter
|
$
|
0.23
|
|
|
$
|
23,997
|
|
|
September 3, 2014
|
Fourth quarter
|
$
|
0.23
|
|
|
$
|
24,019
|
|
|
December 3, 2014
|
|
|
|
|
|
|
||||
Fiscal year 2013:
|
|
|
|
|
|
||||
First quarter
|
$
|
0.19
|
|
|
$
|
20,191
|
|
|
February 20, 2013
|
Second quarter
|
$
|
0.19
|
|
|
$
|
20,259
|
|
|
June 6, 2013
|
Third quarter
|
$
|
0.19
|
|
|
$
|
20,257
|
|
|
September 4, 2013
|
Fourth quarter
|
$
|
0.19
|
|
|
$
|
20,301
|
|
|
November 26, 2013
|
|
7/27/2011
|
12/31/2011
|
12/29/2012
|
12/28/2013
|
12/27/2014
|
||||||||||
Dunkin’ Brands Group, Inc. (DNKN)
|
$
|
100.00
|
|
$
|
99.92
|
|
$
|
132.02
|
|
$
|
198.43
|
|
$
|
179.51
|
|
S&P 500
|
$
|
100.00
|
|
$
|
94.42
|
|
$
|
105.29
|
|
$
|
138.25
|
|
$
|
156.83
|
|
S&P Consumer Discretionary
|
$
|
100.00
|
|
$
|
95.65
|
|
$
|
114.27
|
|
$
|
163.04
|
|
$
|
177.64
|
|
Item 6.
|
Selected Financial Data.
|
|
Fiscal Year
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
($ in thousands, except per share data or as otherwise noted)
|
||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||
Franchise fees and royalty income
|
$
|
482,329
|
|
|
453,976
|
|
|
418,940
|
|
|
398,474
|
|
|
359,927
|
|
Rental income
|
97,663
|
|
|
96,082
|
|
|
96,816
|
|
|
92,145
|
|
|
91,102
|
|
|
Sales of ice cream products
|
116,320
|
|
|
112,276
|
|
|
94,659
|
|
|
100,068
|
|
|
84,989
|
|
|
Sales at company-owned restaurants
|
22,206
|
|
|
24,976
|
|
|
22,922
|
|
|
12,154
|
|
|
17,362
|
|
|
Other revenues
|
30,191
|
|
|
26,530
|
|
|
24,844
|
|
|
25,357
|
|
|
23,755
|
|
|
Total revenues
|
748,709
|
|
|
713,840
|
|
|
658,181
|
|
|
628,198
|
|
|
577,135
|
|
|
Amortization of intangible assets
|
25,760
|
|
|
26,943
|
|
|
26,943
|
|
|
28,025
|
|
|
32,467
|
|
|
Long-lived asset impairment charges
|
1,484
|
|
|
563
|
|
|
1,278
|
|
|
2,060
|
|
|
7,075
|
|
|
Other operating costs and expenses
(1)(2)(3)
|
405,291
|
|
|
409,125
|
|
|
415,191
|
|
|
390,388
|
|
|
362,856
|
|
|
Total operating costs and expenses
|
432,535
|
|
|
436,631
|
|
|
443,412
|
|
|
420,473
|
|
|
402,398
|
|
|
Net income (loss) of equity method investments
(4)
|
14,846
|
|
|
18,370
|
|
|
22,351
|
|
|
(3,475
|
)
|
|
17,825
|
|
|
Other operating income, net
(3)
|
7,838
|
|
|
9,157
|
|
|
2,309
|
|
|
1,059
|
|
|
963
|
|
|
Operating income
|
338,858
|
|
|
304,736
|
|
|
239,429
|
|
|
205,309
|
|
|
193,525
|
|
|
Interest expense, net
|
(67,824
|
)
|
|
(79,831
|
)
|
|
(73,488
|
)
|
|
(104,449
|
)
|
|
(112,532
|
)
|
|
Loss on debt extinguishment and refinancing transactions
|
(13,735
|
)
|
|
(5,018
|
)
|
|
(3,963
|
)
|
|
(34,222
|
)
|
|
(61,955
|
)
|
|
Other gains (losses), net
|
(1,566
|
)
|
|
(1,799
|
)
|
|
23
|
|
|
175
|
|
|
408
|
|
|
Income before income taxes
|
255,733
|
|
|
218,088
|
|
|
162,001
|
|
|
66,813
|
|
|
19,446
|
|
|
Net income attributable to Dunkin' Brands
|
$
|
176,357
|
|
|
146,903
|
|
|
108,308
|
|
|
34,442
|
|
|
26,861
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||
Class L—basic and diluted
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
6.14
|
|
|
4.87
|
|
|
Common—basic
|
$
|
1.67
|
|
|
1.38
|
|
|
0.94
|
|
|
(1.41
|
)
|
|
(2.04
|
)
|
Common—diluted
|
1.65
|
|
|
1.36
|
|
|
0.93
|
|
|
(1.41
|
)
|
|
(2.04
|
)
|
|
Fiscal Year
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
($ in thousands, except per share data or as otherwise noted)
|
||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||
Total cash, cash equivalents, and restricted cash
|
$
|
208,358
|
|
|
257,238
|
|
|
252,985
|
|
|
246,984
|
|
|
134,504
|
|
Total assets
|
3,177,383
|
|
|
3,234,690
|
|
|
3,217,513
|
|
|
3,224,018
|
|
|
3,147,288
|
|
|
Total debt
(5)
|
1,819,014
|
|
|
1,831,037
|
|
|
1,857,580
|
|
|
1,473,469
|
|
|
1,864,881
|
|
|
Total liabilities
|
2,802,433
|
|
|
2,822,402
|
|
|
2,867,538
|
|
|
2,478,082
|
|
|
2,841,047
|
|
|
Common stock, Class L
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
840,582
|
|
|
Total stockholders’ equity (deficit)
(6)
|
367,959
|
|
|
407,358
|
|
|
349,975
|
|
|
745,936
|
|
|
(534,341
|
)
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
23,638
|
|
|
31,099
|
|
|
22,398
|
|
|
18,596
|
|
|
15,358
|
|
Adjusted operating income
(7)
|
365,956
|
|
|
340,396
|
|
|
307,157
|
|
|
270,740
|
|
|
233,067
|
|
|
Adjusted net income
(7)
|
186,113
|
|
|
165,761
|
|
|
149,700
|
|
|
101,744
|
|
|
87,759
|
|
|
Points of Distribution
(8)
:
|
|
|
|
|
|
|
|
|
|
||||||
Dunkin’ Donuts U.S.
|
8,082
|
|
|
7,677
|
|
|
7,306
|
|
|
7,015
|
|
|
6,772
|
|
|
Dunkin’ Donuts International
|
3,228
|
|
|
3,181
|
|
|
3,043
|
|
|
2,871
|
|
|
2,931
|
|
|
Baskin-Robbins U.S.
|
2,484
|
|
|
2,467
|
|
|
2,463
|
|
|
2,493
|
|
|
2,585
|
|
|
Baskin-Robbins International
|
5,068
|
|
|
4,833
|
|
|
4,556
|
|
|
4,217
|
|
|
3,848
|
|
|
Total points of distribution
|
18,862
|
|
|
18,158
|
|
|
17,368
|
|
|
16,596
|
|
|
16,136
|
|
|
Comparable Store Sales Growth (Decline)
(9)
:
|
|
|
|
|
|
|
|
|
|
||||||
Dunkin’ Donuts U.S.
|
1.6
|
%
|
|
3.4
|
%
|
|
4.2
|
%
|
|
5.1
|
%
|
|
2.3
|
%
|
|
Dunkin’ Donuts International
(10)
|
(2.0
|
)%
|
|
(0.4
|
)%
|
|
2.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
Baskin-Robbins U.S.
|
4.7
|
%
|
|
0.8
|
%
|
|
3.8
|
%
|
|
0.5
|
%
|
|
(5.2
|
)%
|
|
Baskin-Robbins International
(10)
|
(1.2
|
)%
|
|
1.9
|
%
|
|
2.8
|
%
|
|
n/a
|
|
|
n/a
|
|
|
Franchisee-Reported Sales ($ in millions)
(11)
:
|
|
|
|
|
|
|
|
|
|
||||||
Dunkin’ Donuts U.S.
|
$
|
7,154.2
|
|
|
6,717.5
|
|
|
6,242.0
|
|
|
5,919.2
|
|
|
5,403.3
|
|
Dunkin’ Donuts International
|
701.8
|
|
|
683.6
|
|
|
663.2
|
|
|
636.7
|
|
|
583.6
|
|
|
Baskin-Robbins U.S.
|
543.1
|
|
|
513.3
|
|
|
509.3
|
|
|
501.7
|
|
|
500.6
|
|
|
Baskin-Robbins International
|
1,352.2
|
|
|
1,362.0
|
|
|
1,356.8
|
|
|
1,286.3
|
|
|
1,151.5
|
|
|
Total franchisee-reported sales
|
$
|
9,751.3
|
|
|
9,276.4
|
|
|
8,771.3
|
|
|
8,343.9
|
|
|
7,639.0
|
|
Company-Owned and Company-Operated POD Sales ($ in millions)
(12)
:
|
|
|
|
|
|
|
|
|
|
||||||
Dunkin’ Donuts U.S.
|
$
|
21.3
|
|
|
24.6
|
|
|
22.2
|
|
|
11.6
|
|
|
16.9
|
|
Baskin-Robbins U.S.
|
0.9
|
|
|
0.4
|
|
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
|
Systemwide Sales Growth (Decline)
(13)
:
|
|
|
|
|
|
|
|
|
|
||||||
Dunkin’ Donuts U.S.
|
6.4
|
%
|
|
7.6
|
%
|
|
5.6
|
%
|
|
9.4
|
%
|
|
4.7
|
%
|
|
Dunkin’ Donuts International
|
2.7
|
%
|
|
3.1
|
%
|
|
4.2
|
%
|
|
9.1
|
%
|
|
15.0
|
%
|
|
Baskin-Robbins U.S.
|
5.9
|
%
|
|
0.7
|
%
|
|
1.5
|
%
|
|
0.2
|
%
|
|
(5.6
|
)%
|
|
Baskin-Robbins International
|
(0.7
|
)%
|
|
0.4
|
%
|
|
5.5
|
%
|
|
11.7
|
%
|
|
19.5
|
%
|
|
Total systemwide sales growth
|
5.1
|
%
|
|
5.8
|
%
|
|
5.2
|
%
|
|
9.1
|
%
|
|
6.7
|
%
|
(1)
|
Includes management fees paid to our former private equity owners of $16.4 million and $3.0 million for fiscal years 2011 and 2010, respectively, under a management agreement, which was terminated in connection with our IPO.
|
(2)
|
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 $C16.4 million (approximately $15.9 million), plus costs and interest.
|
(3)
|
Represents certain income generating transactions, including gains on the sale of real estate and company-owned restaurants, that historically were recorded to general and administrative expenses, net in the consolidated statements of operations. Income from these transactions were reclassified for all prior periods presented to conform to the current year presentation.
|
(4)
|
Fiscal year 2013 includes an impairment of the investment in the Spain joint venture of $873 thousand. Fiscal year 2011 includes an impairment of the investment in the Korea joint venture of $19.8 million.
|
(5)
|
Includes capital lease obligations of
$8.1 million
,
$7.4 million
, $7.6 million, $5.2 million, and $5.4 million as of
December 27, 2014
, December 28, 2013, December 29, 2012, December 31, 2011, and December 25, 2010, respectively.
|
(6)
|
Prior to our IPO in fiscal year 2011, the Company had two classes of common stock, Class L and common. Class L common stock was classified outside of permanent equity at its preferential distribution amount, as the Class L stockholders controlled the timing and amount of distributions. Immediately prior to our IPO, each share of Class L common stock converted into 2.4338 shares of common stock, and the preferential distribution amount of Class L common stock at the date of conversion was reclassified into additional paid-in capital within permanent equity.
|
(7)
|
Adjusted operating income and adjusted net income are non-GAAP measures reflecting operating income and net income adjusted for amortization of intangible assets, impairment charges, 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:
|
|
Fiscal Year
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Unaudited, $ in thousands)
|
||||||||||||||
Operating income
|
$
|
338,858
|
|
|
304,736
|
|
|
239,429
|
|
|
205,309
|
|
|
193,525
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of other intangible assets
|
25,760
|
|
|
26,943
|
|
|
26,943
|
|
|
28,025
|
|
|
32,467
|
|
|
Long-lived asset impairment charges
|
1,484
|
|
|
563
|
|
|
1,278
|
|
|
2,060
|
|
|
7,075
|
|
|
Third-party product volume guarantee
|
(300
|
)
|
|
7,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sponsor termination fee
|
—
|
|
|
—
|
|
|
—
|
|
|
14,671
|
|
|
—
|
|
|
Secondary offering costs
|
—
|
|
|
—
|
|
|
4,783
|
|
|
1,899
|
|
|
—
|
|
|
Peterborough plant closure
(a)
|
—
|
|
|
654
|
|
|
14,044
|
|
|
—
|
|
|
—
|
|
|
Transaction costs
(b)
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Korea joint venture impairment, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
18,776
|
|
|
—
|
|
|
Bertico litigation
(d)
|
—
|
|
|
—
|
|
|
20,680
|
|
|
—
|
|
|
—
|
|
|
Adjusted operating income
|
$
|
365,956
|
|
|
340,396
|
|
|
307,157
|
|
|
270,740
|
|
|
233,067
|
|
Net income attributable to Dunkin' Brands
|
$
|
176,357
|
|
|
146,903
|
|
|
108,308
|
|
|
34,442
|
|
|
26,861
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of other intangible assets
|
25,760
|
|
|
26,943
|
|
|
26,943
|
|
|
28,025
|
|
|
32,467
|
|
|
Long-lived asset impairment charges
|
1,484
|
|
|
563
|
|
|
1,278
|
|
|
2,060
|
|
|
7,075
|
|
|
Third-party product volume guarantee
|
(300
|
)
|
|
7,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sponsor termination fee
|
—
|
|
|
—
|
|
|
—
|
|
|
14,671
|
|
|
—
|
|
|
Secondary offering costs
|
—
|
|
|
—
|
|
|
4,783
|
|
|
1,899
|
|
|
—
|
|
|
Peterborough plant closure
(a)
|
—
|
|
|
654
|
|
|
14,044
|
|
|
—
|
|
|
—
|
|
|
Transaction costs
(b)
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
Korea joint venture impairment, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
18,776
|
|
|
—
|
|
|
Bertico litigation
(d)
|
—
|
|
|
—
|
|
|
20,680
|
|
|
—
|
|
|
—
|
|
|
Loss on debt extinguishment and refinancing transactions
|
13,735
|
|
|
5,018
|
|
|
3,963
|
|
|
34,222
|
|
|
61,955
|
|
|
Tax impact of adjustments, excluding Bertico litigation
(e)
|
(16,333
|
)
|
|
(16,271
|
)
|
|
(20,404
|
)
|
|
(32,351
|
)
|
|
(40,599
|
)
|
|
Tax impact of Bertico adjustment
(f)
|
—
|
|
|
—
|
|
|
(3,980
|
)
|
|
—
|
|
|
—
|
|
|
Income tax audit settlements
(g)
|
(6,717
|
)
|
|
(8,417
|
)
|
|
(10,514
|
)
|
|
—
|
|
|
—
|
|
|
Tax impact of legal entity conversion
(h)
|
(8,541
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
State tax apportionment
(i)
|
514
|
|
|
2,868
|
|
|
4,599
|
|
|
—
|
|
|
—
|
|
|
Adjusted net income
|
$
|
186,113
|
|
|
165,761
|
|
|
149,700
|
|
|
101,744
|
|
|
87,759
|
|
(a)
|
For fiscal year 2013, the adjustment represents transition-related general and administrative costs incurred related to the closure of the Baskin-Robbins ice cream manufacturing plant in Peterborough, Canada, such as information technology integration, project management, and transportation costs. For fiscal year 2012, the adjustment included $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. The amount for fiscal year 2012 also reflects the one-time delay in revenue recognition, net of related cost of ice cream products, related to the shift in manufacturing to Dean Foods of $2.1 million.
|
(b)
|
Represents costs incurred in connection with obtaining a new securitized financing facility, which was completed in January 2015.
|
(c)
|
Amount consists of an impairment of the investment in the Korea joint venture of $19.8 million, less a reduction in depreciation and amortization, net of tax, of $1.0 million resulting from the allocation of the impairment charge to the underlying intangible and long-lived assets of the joint venture.
|
(d)
|
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 $C16.4 million (approximately $15.9 million), plus costs and interest.
|
(e)
|
Tax impact of adjustments calculated at a 40% effective tax rate for each period presented, excluding the Korea joint venture impairment in fiscal year 2011 as there was no tax impact related to that charge and the Bertico litigation adjustment for which the tax impact is calculated separately.
|
(f)
|
Tax impact of Bertico litigation adjustment calculated as if the incremental reserve had not been recorded, considering statutory tax rates and deductibility.
|
(g)
|
Represents income tax benefits resulting from the settlement of historical tax positions settled during the period, primarily related to the accounting for the acquisition of the Company by private equity firms in 2006.
|
(h)
|
Represents the net tax impact of converting Dunkin' Brands Canada Ltd. to Dunkin' Brands Canada ULC.
|
(i)
|
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)
|
Represents period end points of distribution.
|
(9)
|
Represents the growth in average weekly sales for franchisee- and company-owned restaurants that have been open at least 54 weeks that have reported sales in the current and comparable prior year week.
|
(10)
|
Comparable store sales growth data was not available for our international segments until fiscal year 2012.
|
(11)
|
Franchisee-reported sales include sales at franchisee restaurants, including joint ventures.
|
(12)
|
Company-owned POD sales include sales at restaurants majority owned and operated by Dunkin’ Brands.
|
(13)
|
Systemwide sales growth represents the percentage change in sales at both franchisee- and company-owned 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.
|
|
Fiscal year
|
||||||||
|
2014
|
|
2013
|
|
2012
|
||||
Systemwide sales growth
|
5.1
|
%
|
|
5.8
|
%
|
|
5.2
|
%
|
|
Comparable store sales growth (decline):
|
|
|
|
|
|
||||
Dunkin’ Donuts U.S.
|
1.6
|
%
|
|
3.4
|
%
|
|
4.2
|
%
|
|
Dunkin' Donuts International
|
(2.0
|
)%
|
|
(0.4
|
)%
|
|
2.0
|
%
|
|
Baskin-Robbins U.S.
|
4.7
|
%
|
|
0.8
|
%
|
|
3.8
|
%
|
|
Baskin-Robbins International
|
(1.2
|
)%
|
|
1.9
|
%
|
|
2.8
|
%
|
|
Total revenues
|
$
|
748,709
|
|
|
713,840
|
|
|
658,181
|
|
Operating income
|
338,858
|
|
|
304,736
|
|
|
239,429
|
|
|
Adjusted operating income
|
365,956
|
|
|
340,396
|
|
|
307,157
|
|
|
Net income attributable to Dunkin’ Brands
|
176,357
|
|
|
146,903
|
|
|
108,308
|
|
|
Adjusted net income
|
186,113
|
|
|
165,761
|
|
|
149,700
|
|
•
|
Dunkin’ Donuts U.S. systemwide sales growth of
6.4%
, which was the result of comparable store sales growth of
1.6%
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
4.7%
. 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 continues to fuel 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.
|
|
December 27, 2014
|
|
December 28, 2013
|
||
Points of distribution, at period end:
|
|
|
|
||
Dunkin’ Donuts U.S.
|
8,082
|
|
|
7,677
|
|
Dunkin’ Donuts International
|
3,228
|
|
|
3,181
|
|
Baskin-Robbins U.S.
|
2,484
|
|
|
2,467
|
|
Baskin-Robbins International
|
5,068
|
|
|
4,833
|
|
Consolidated global points of distribution
|
18,862
|
|
|
18,158
|
|
|
|
|
|
||
|
Fiscal year ended
|
||||
|
December 27, 2014
|
|
December 28, 2013
|
||
Net openings, during the period:
|
|
|
|
||
Dunkin’ Donuts U.S.
|
405
|
|
|
371
|
|
Dunkin’ Donuts International
|
47
|
|
|
138
|
|
Baskin-Robbins U.S.
|
17
|
|
|
4
|
|
Baskin-Robbins International
|
235
|
|
|
277
|
|
Consolidated global net openings
|
704
|
|
|
790
|
|
•
|
Dunkin’ Donuts U.S. systemwide sales growth of 7.6%, which was the result of comparable store sales growth of 3.4% driven by both increased average ticket and transaction counts, as well as net development of 371 restaurants in 2013. The increase in average ticket resulted primarily from guests purchasing more units per transaction, including add-on items, and positive mix as guests purchased more premium-priced cold beverages and differentiated sandwiches. Increased traffic was driven by our focus on operational excellence and product and marketing innovation, resulting in strong growth in beverages, breakfast sandwiches, donuts and our afternoon platform.
|
•
|
Dunkin’ Donuts International systemwide sales growth of 3.1% as a result of sales increases in the Middle East, Southeast Asia, and Germany driven by net new restaurant development, offset by a decline in systemwide sales in South Korea and a decline in comparable store sales of 0.4%.
|
•
|
Baskin-Robbins U.S. systemwide sales growth of 0.7% resulting primarily from comparable store sales growth of 0.8%. Baskin-Robbins U.S. comparable store sales growth was driven by new product news and signature Flavors of the Month, custom cake sales, and take-home ice cream quarts.
|
•
|
Baskin-Robbins International systemwide sales growth of 0.4% resulting from increased sales in South Korea and the Middle East, which resulted from both comparable store sales growth and net development. Offsetting this growth was a decrease in systemwide sales in Japan driven by an unfavorable foreign currency impact.
|
|
December 28, 2013
|
|
December 29, 2012
|
||
Points of distribution, at period end:
|
|
|
|
||
Dunkin’ Donuts U.S.
|
7,677
|
|
|
7,306
|
|
Dunkin’ Donuts International
|
3,181
|
|
|
3,043
|
|
Baskin-Robbins U.S.
|
2,467
|
|
|
2,463
|
|
Baskin-Robbins International
|
4,833
|
|
|
4,556
|
|
Consolidated global points of distribution
|
18,158
|
|
|
17,368
|
|
|
|
|
|
||
|
Fiscal year ended
|
||||
|
December 28, 2013
|
|
December 29, 2012
|
||
Net openings (closings), during the period:
|
|
|
|
||
Dunkin’ Donuts U.S.
|
371
|
|
|
291
|
|
Dunkin’ Donuts International
|
138
|
|
|
172
|
|
Baskin-Robbins U.S.
|
4
|
|
|
(30
|
)
|
Baskin-Robbins International
|
277
|
|
|
339
|
|
Consolidated global net openings
|
790
|
|
|
772
|
|
|
Fiscal year
|
||||||||
|
2014
|
|
2013
|
|
2012
|
||||
Earnings per share:
|
|
|
|
|
|
||||
Common – basic
|
$
|
1.67
|
|
|
1.38
|
|
|
0.94
|
|
Common – diluted
|
1.65
|
|
|
1.36
|
|
|
0.93
|
|
|
Diluted adjusted earnings per common share
|
1.74
|
|
|
1.53
|
|
|
1.28
|
|
|
Fiscal year
|
||||||||
|
2014
|
|
2013
|
|
2012
|
||||
Adjusted net income
|
$
|
186,113
|
|
|
165,761
|
|
|
149,700
|
|
Weighted average number of common shares–diluted
|
106,705,778
|
|
|
108,217,011
|
|
|
116,573,344
|
|
|
Diluted adjusted earnings per share
|
$
|
1.74
|
|
|
1.53
|
|
|
1.28
|
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2014
|
|
2013
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Franchise fees and royalty income
|
$
|
482,329
|
|
|
453,976
|
|
|
28,353
|
|
|
6.2
|
%
|
Rental income
|
97,663
|
|
|
96,082
|
|
|
1,581
|
|
|
1.6
|
%
|
|
Sales of ice cream products
|
116,320
|
|
|
112,276
|
|
|
4,044
|
|
|
3.6
|
%
|
|
Sales at company-owned restaurants
|
22,206
|
|
|
24,976
|
|
|
(2,770
|
)
|
|
(11.1
|
)%
|
|
Other revenues
|
30,191
|
|
|
26,530
|
|
|
3,661
|
|
|
13.8
|
%
|
|
Total revenues
|
$
|
748,709
|
|
|
713,840
|
|
|
34,869
|
|
|
4.9
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2014
|
|
2013
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Occupancy expenses – franchised restaurants
|
$
|
53,395
|
|
|
52,097
|
|
|
1,298
|
|
|
2.5
|
%
|
Cost of ice cream products
|
81,896
|
|
|
79,278
|
|
|
2,618
|
|
|
3.3
|
%
|
|
Company-owned restaurant expenses
|
22,687
|
|
|
24,480
|
|
|
(1,793
|
)
|
|
(7.3
|
)%
|
|
General and administrative expenses, net
|
227,534
|
|
|
230,847
|
|
|
(3,313
|
)
|
|
(1.4
|
)%
|
|
Depreciation and amortization
|
45,539
|
|
|
49,366
|
|
|
(3,827
|
)
|
|
(7.8
|
)%
|
|
Long-lived asset impairment charges
|
1,484
|
|
|
563
|
|
|
921
|
|
|
163.6
|
%
|
|
Total operating costs and expenses
|
$
|
432,535
|
|
|
436,631
|
|
|
(4,096
|
)
|
|
(0.9
|
)%
|
Net income of equity method investments
|
14,846
|
|
|
18,370
|
|
|
(3,524
|
)
|
|
(19.2
|
)%
|
|
Other operating income, net
|
7,838
|
|
|
9,157
|
|
|
(1,319
|
)
|
|
(14.4
|
)%
|
|
Operating income
|
$
|
338,858
|
|
|
304,736
|
|
|
34,122
|
|
|
11.2
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2014
|
|
2013
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Interest expense, net
|
$
|
67,824
|
|
|
79,831
|
|
|
(12,007
|
)
|
|
(15.0
|
)%
|
Loss on debt extinguishment and refinancing transactions
|
13,735
|
|
|
5,018
|
|
|
8,717
|
|
|
173.7
|
%
|
|
Other losses, net
|
1,566
|
|
|
1,799
|
|
|
(233
|
)
|
|
(13.0
|
)%
|
|
Total other expense
|
$
|
83,125
|
|
|
86,648
|
|
|
(3,523
|
)
|
|
(4.1
|
)%
|
|
Fiscal year
|
|||||
|
2014
|
|
2013
|
|||
|
(In thousands, except percentages)
|
|||||
Income before income taxes
|
$
|
255,733
|
|
|
218,088
|
|
Provision for income taxes
|
80,170
|
|
|
71,784
|
|
|
Effective tax rate
|
31.3
|
%
|
|
32.9
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2014
|
|
2013
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
387,826
|
|
|
362,342
|
|
|
25,484
|
|
|
7.0
|
%
|
Franchise fees
|
37,388
|
|
|
36,192
|
|
|
1,196
|
|
|
3.3
|
%
|
|
Rental income
|
93,703
|
|
|
91,918
|
|
|
1,785
|
|
|
1.9
|
%
|
|
Sales at company-owned restaurants
|
22,206
|
|
|
24,976
|
|
|
(2,770
|
)
|
|
(11.1
|
)%
|
|
Other revenues
|
7,574
|
|
|
5,751
|
|
|
1,823
|
|
|
31.7
|
%
|
|
Total revenues
|
$
|
548,697
|
|
|
521,179
|
|
|
27,518
|
|
|
5.3
|
%
|
Segment profit
|
$
|
403,591
|
|
|
374,435
|
|
|
29,156
|
|
|
7.8
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2014
|
|
2013
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
15,383
|
|
|
14,249
|
|
|
1,134
|
|
|
8.0
|
%
|
Franchise fees
|
4,430
|
|
|
3,531
|
|
|
899
|
|
|
25.5
|
%
|
|
Rental income
|
110
|
|
|
133
|
|
|
(23
|
)
|
|
(17.3
|
)%
|
|
Other revenues
|
(56
|
)
|
|
403
|
|
|
(459
|
)
|
|
n/m
|
|
|
Total revenues
|
$
|
19,867
|
|
|
18,316
|
|
|
1,551
|
|
|
8.5
|
%
|
Segment profit
|
$
|
12,103
|
|
|
7,453
|
|
|
4,650
|
|
|
62.4
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2014
|
|
2013
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
27,015
|
|
|
25,728
|
|
|
1,287
|
|
|
5.0
|
%
|
Franchise fees
|
935
|
|
|
1,160
|
|
|
(225
|
)
|
|
(19.4
|
)%
|
|
Rental income
|
3,250
|
|
|
3,420
|
|
|
(170
|
)
|
|
(5.0
|
)%
|
|
Sales of ice cream products
|
4,018
|
|
|
3,808
|
|
|
210
|
|
|
5.5
|
%
|
|
Other revenues
|
7,940
|
|
|
8,036
|
|
|
(96
|
)
|
|
(1.2
|
)%
|
|
Total revenues
|
$
|
43,158
|
|
|
42,152
|
|
|
1,006
|
|
|
2.4
|
%
|
Segment profit
|
$
|
27,496
|
|
|
26,608
|
|
|
888
|
|
|
3.3
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2014
|
|
2013
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
7,850
|
|
|
9,109
|
|
|
(1,259
|
)
|
|
(13.8
|
)%
|
Franchise fees
|
1,502
|
|
|
1,665
|
|
|
(163
|
)
|
|
(9.8
|
)%
|
|
Rental income
|
516
|
|
|
535
|
|
|
(19
|
)
|
|
(3.6
|
)%
|
|
Sales of ice cream products
|
112,155
|
|
|
108,435
|
|
|
3,720
|
|
|
3.4
|
%
|
|
Other revenues
|
433
|
|
|
589
|
|
|
(156
|
)
|
|
(26.5
|
)%
|
|
Total revenues
|
$
|
122,456
|
|
|
120,333
|
|
|
2,123
|
|
|
1.8
|
%
|
Segment profit
|
$
|
42,792
|
|
|
54,237
|
|
|
(11,445
|
)
|
|
(21.1
|
)%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2013
|
|
2012
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Franchise fees and royalty income
|
$
|
453,976
|
|
|
418,940
|
|
|
35,036
|
|
|
8.4
|
%
|
Rental income
|
96,082
|
|
|
96,816
|
|
|
(734
|
)
|
|
(0.8
|
)%
|
|
Sales of ice cream products
|
112,276
|
|
|
94,659
|
|
|
17,617
|
|
|
18.6
|
%
|
|
Sales at company-owned restaurants
|
24,976
|
|
|
22,922
|
|
|
2,054
|
|
|
9.0
|
%
|
|
Other revenues
|
26,530
|
|
|
24,844
|
|
|
1,686
|
|
|
6.8
|
%
|
|
Total revenues
|
$
|
713,840
|
|
|
658,181
|
|
|
55,659
|
|
|
8.5
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2013
|
|
2012
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Occupancy expenses – franchised restaurants
|
$
|
52,097
|
|
|
52,072
|
|
|
25
|
|
|
—
|
%
|
Cost of ice cream products
|
79,278
|
|
|
69,019
|
|
|
10,259
|
|
|
14.9
|
%
|
|
Company-owned restaurant expenses
|
24,480
|
|
|
23,133
|
|
|
1,347
|
|
|
5.8
|
%
|
|
General and administrative expenses, net
|
230,847
|
|
|
241,883
|
|
|
(11,036
|
)
|
|
(4.6
|
)%
|
|
Depreciation and amortization
|
49,366
|
|
|
56,027
|
|
|
(6,661
|
)
|
|
(11.9
|
)%
|
|
Impairment charges
|
563
|
|
|
1,278
|
|
|
(715
|
)
|
|
(55.9
|
)%
|
|
Total operating costs and expenses
|
$
|
436,631
|
|
|
443,412
|
|
|
(6,781
|
)
|
|
(1.5
|
)%
|
Net income of equity method investments
|
18,370
|
|
|
22,351
|
|
|
(3,981
|
)
|
|
(17.8
|
)%
|
|
Other operating income, net
|
9,157
|
|
|
2,309
|
|
|
6,848
|
|
|
296.6
|
%
|
|
Operating income
|
$
|
304,736
|
|
|
239,429
|
|
|
65,307
|
|
|
27.3
|
%
|
|
Fiscal year
|
|||||
|
2013
|
|
2012
|
|||
|
(In thousands, except percentages)
|
|||||
Income before income taxes
|
$
|
218,088
|
|
|
162,001
|
|
Provision for income taxes
|
71,784
|
|
|
54,377
|
|
|
Effective tax rate
|
32.9
|
%
|
|
33.6
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2013
|
|
2012
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
362,342
|
|
|
337,170
|
|
|
25,172
|
|
|
7.5
|
%
|
Franchise fees
|
36,192
|
|
|
29,445
|
|
|
6,747
|
|
|
22.9
|
%
|
|
Rental income
|
91,918
|
|
|
92,049
|
|
|
(131
|
)
|
|
(0.1
|
)%
|
|
Sales at company-owned restaurants
|
24,976
|
|
|
22,765
|
|
|
2,211
|
|
|
9.7
|
%
|
|
Other revenues
|
5,751
|
|
|
3,970
|
|
|
1,781
|
|
|
44.9
|
%
|
|
Total revenues
|
$
|
521,179
|
|
|
485,399
|
|
|
35,780
|
|
|
7.4
|
%
|
Segment profit
|
$
|
374,435
|
|
|
341,776
|
|
|
32,659
|
|
|
9.6
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2013
|
|
2012
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
14,249
|
|
|
13,474
|
|
|
775
|
|
|
5.8
|
%
|
Franchise fees
|
3,531
|
|
|
1,715
|
|
|
1,816
|
|
|
105.9
|
%
|
|
Rental income
|
133
|
|
|
179
|
|
|
(46
|
)
|
|
(25.7
|
)%
|
|
Other revenues
|
403
|
|
|
117
|
|
|
286
|
|
|
244.4
|
%
|
|
Total revenues
|
$
|
18,316
|
|
|
15,485
|
|
|
2,831
|
|
|
18.3
|
%
|
Segment profit
|
$
|
7,453
|
|
|
9,636
|
|
|
(2,183
|
)
|
|
(22.7
|
)%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2013
|
|
2012
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
25,728
|
|
|
25,768
|
|
|
(40
|
)
|
|
(0.2
|
)%
|
Franchise fees
|
1,160
|
|
|
775
|
|
|
385
|
|
|
49.7
|
%
|
|
Rental income
|
3,420
|
|
|
3,949
|
|
|
(529
|
)
|
|
(13.4
|
)%
|
|
Sales of ice cream products
|
3,808
|
|
|
3,942
|
|
|
(134
|
)
|
|
(3.4
|
)%
|
|
Sales at company-owned restaurants
|
—
|
|
|
157
|
|
|
(157
|
)
|
|
(100.0
|
)%
|
|
Other revenues
|
8,036
|
|
|
7,483
|
|
|
553
|
|
|
7.4
|
%
|
|
Total revenues
|
$
|
42,152
|
|
|
42,074
|
|
|
78
|
|
|
0.2
|
%
|
Segment profit
|
$
|
26,608
|
|
|
25,351
|
|
|
1,257
|
|
|
5.0
|
%
|
|
Fiscal year
|
|
Increase (Decrease)
|
|||||||||
2013
|
|
2012
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||
Royalty income
|
$
|
9,109
|
|
|
9,301
|
|
|
(192
|
)
|
|
(2.1
|
)%
|
Franchise fees
|
1,665
|
|
|
1,292
|
|
|
373
|
|
|
28.9
|
%
|
|
Rental income
|
535
|
|
|
561
|
|
|
(26
|
)
|
|
(4.6
|
)%
|
|
Sales of ice cream products
|
108,435
|
|
|
90,717
|
|
|
17,718
|
|
|
19.5
|
%
|
|
Other revenues
|
589
|
|
|
104
|
|
|
485
|
|
|
466.3
|
%
|
|
Total revenues
|
$
|
120,333
|
|
|
101,975
|
|
|
18,358
|
|
|
18.0
|
%
|
Segment profit
|
$
|
54,237
|
|
|
45,759
|
|
|
8,478
|
|
|
18.5
|
%
|
|
Fiscal year
|
||||
|
2014
|
2013
|
|||
Net cash provided by operating activities
|
$
|
199,323
|
|
141,799
|
|
Less: Increase in cash held for advertising funds and gift card/certificate programs
|
(8,781
|
)
|
(2,006
|
)
|
|
Less: Net cash used in investing activities
|
(14,104
|
)
|
(22,906
|
)
|
|
Free cash flow, excluding cash held for advertising funds and gift card/certificate programs
|
$
|
176,438
|
|
116,887
|
|
|
Fiscal year
2014
|
||
Net income including noncontrolling interests
|
$
|
175,563
|
|
Interest expense
|
68,098
|
|
|
Income tax expense
|
80,170
|
|
|
Depreciation and amortization
|
45,539
|
|
|
Impairment charges
|
1,484
|
|
|
EBITDA
|
370,854
|
|
|
Adjustments:
|
|
||
Non-cash adjustments
(a)
|
10,086
|
|
|
Loss on debt extinguishment and refinancing transactions
(b)
|
13,735
|
|
|
Other
(c)
|
2,823
|
|
|
Total adjustments
|
26,644
|
|
|
Adjusted EBITDA
|
$
|
397,498
|
|
(a)
|
Represents non-cash adjustments, including stock compensation expense, legal reserves, and other non-cash gains and losses.
|
(b)
|
Represents transaction costs associated with the refinancing and repayment of long-term debt, including fees paid to third parties and write-off of deferred financing costs and original issue discount.
|
(c)
|
Represents costs and fees associated with various franchisee-related information technology and other investments, bank fees, as well as the net impact of other insignificant adjustments.
|
(In millions)
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
||||||
Long-term debt
(1)
|
$
|
3,092.0
|
|
|
109.3
|
|
|
237.5
|
|
|
930.5
|
|
|
1,814.7
|
|
Capital lease obligations
|
15.1
|
|
|
1.3
|
|
|
2.5
|
|
|
2.4
|
|
|
8.9
|
|
|
Operating lease obligations
|
666.2
|
|
|
54.4
|
|
|
107.2
|
|
|
102.9
|
|
|
401.7
|
|
|
Purchase obligations and guarantees
(2)(3)
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Short and long-term obligations
(4)
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
(5)
|
$
|
3,774.6
|
|
|
166.3
|
|
|
347.2
|
|
|
1,035.8
|
|
|
2,225.3
|
|
(1)
|
Amounts include mandatory principal payments on long-term debt, as well as estimated interest of $90.5 million, $187.5 million, $166.1 million, and $147.9 million for less than 1 year, 1-3 years, 3-5 years, and more than 5 years, respectively. Interest includes amounts due under the senior credit facility through January 26, 2015 and amounts under the Indenture after January 26, 2015. The repayment of principal outstanding under the senior credit facility upon refinancing is excluded from these amounts. Amounts due under the Indenture are reflected through the anticipated repayment dates as described further above in “Liquidity and capital resources.”
|
(2)
|
We have entered into a third-party guarantee with a distribution facility of franchisee products that ensures franchisees will purchase a certain volume of product. As of
December 27, 2014
, we were contingently liable for
$4.3 million
under this guarantee. We also 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 27, 2014
, we were contingently liable under such supply chain agreements for approximately
$51.5 million
, and considering various factors including internal forecasts, prior history, and ability to extend contract terms, we have accrued
$507 thousand
related to these supply chain commitments. Such
|
(3)
|
We are guarantors of and are contingently liable for certain lease arrangements primarily as the result of our assigning our interest. As of
December 27, 2014
, we were contingently liable for
$6.3 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 27, 2014
, we would be liable for approximately
$2.2 million
. Such amounts are not included in the table above as timing of payment, if any, is uncertain.
|
(4)
|
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 uncertain. Additionally, liabilities to employees and former employees under deferred compensation arrangements totaling $8.5 million are excluded from the table above, as timing of payment is uncertain.
|
(5)
|
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 27, 2014
, we had a liability for uncertain tax positions, including accrued interest and penalties thereon, of
$4.9 million
. As of
December 27, 2014
, we had a gift card/certificate liability of
$151.1 million
and a gift card breakage liability of
$25.9 million
(see note 2(v) to our consolidated financial statements included herein). As of
December 27, 2014
, we had a net payable of
$13.8 million
to various advertising funds.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 27,
2014 |
|
December 28,
2013 |
|||
Assets
|
|
|
|
|||
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
208,080
|
|
|
256,933
|
|
Accounts receivable, net
|
55,908
|
|
|
47,162
|
|
|
Notes and other receivables, net
|
49,152
|
|
|
32,603
|
|
|
Deferred income taxes, net
|
49,216
|
|
|
46,461
|
|
|
Restricted assets of advertising funds
|
34,300
|
|
|
31,493
|
|
|
Prepaid income taxes
|
24,861
|
|
|
25,699
|
|
|
Prepaid expenses and other current assets
|
21,101
|
|
|
21,409
|
|
|
Total current assets
|
442,618
|
|
|
461,760
|
|
|
Property and equipment, net
|
182,061
|
|
|
182,858
|
|
|
Equity method investments
|
164,493
|
|
|
170,644
|
|
|
Goodwill
|
891,370
|
|
|
891,598
|
|
|
Other intangible assets, net
|
1,425,797
|
|
|
1,452,205
|
|
|
Other assets
|
71,044
|
|
|
75,625
|
|
|
Total assets
|
$
|
3,177,383
|
|
|
3,234,690
|
|
Liabilities, Redeemable Noncontrolling Interests, and Stockholders’ Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Current portion of long-term debt
|
$
|
3,852
|
|
|
5,000
|
|
Capital lease obligations
|
506
|
|
|
432
|
|
|
Accounts payable
|
13,814
|
|
|
12,445
|
|
|
Liabilities of advertising funds
|
48,081
|
|
|
49,077
|
|
|
Deferred income
|
30,374
|
|
|
28,426
|
|
|
Other current liabilities
|
258,892
|
|
|
248,918
|
|
|
Total current liabilities
|
355,519
|
|
|
344,298
|
|
|
Long-term debt, net
|
1,807,081
|
|
|
1,818,609
|
|
|
Capital lease obligations
|
7,575
|
|
|
6,996
|
|
|
Unfavorable operating leases acquired
|
14,795
|
|
|
16,834
|
|
|
Deferred income
|
14,935
|
|
|
11,135
|
|
|
Deferred income taxes, net
|
540,339
|
|
|
561,714
|
|
|
Other long-term liabilities
|
62,189
|
|
|
62,816
|
|
|
Total long-term liabilities
|
2,446,914
|
|
|
2,478,104
|
|
|
Commitments and contingencies (note 17)
|
|
|
|
|||
Redeemable noncontrolling interests
|
6,991
|
|
|
4,930
|
|
|
Stockholders’ equity:
|
|
|
|
|||
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued and outstanding at December 27, 2014 and December 28, 2013, respectively
|
—
|
|
|
—
|
|
|
Common stock, $0.001 par value; 475,000,000 shares authorized; 104,630,978 shares issued and outstanding at December 27, 2014; 106,876,919 shares issued and 106,646,219 shares outstanding at December 28, 2013
|
104
|
|
|
107
|
|
|
Additional paid-in capital
|
1,093,363
|
|
|
1,196,426
|
|
|
Treasury stock, at cost
|
—
|
|
|
(10,773
|
)
|
|
Accumulated deficit
|
(711,531
|
)
|
|
(779,741
|
)
|
|
Accumulated other comprehensive income (loss)
|
(13,977
|
)
|
|
1,339
|
|
|
Total stockholders’ equity
|
367,959
|
|
|
407,358
|
|
|
Total liabilities, redeemable noncontrolling interests, and stockholders’ equity
|
$
|
3,177,383
|
|
|
3,234,690
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Revenues:
|
|
|
|
|
|
||||
Franchise fees and royalty income
|
$
|
482,329
|
|
|
453,976
|
|
|
418,940
|
|
Rental income
|
97,663
|
|
|
96,082
|
|
|
96,816
|
|
|
Sales of ice cream products
|
116,320
|
|
|
112,276
|
|
|
94,659
|
|
|
Sales at company-owned restaurants
|
22,206
|
|
|
24,976
|
|
|
22,922
|
|
|
Other revenues
|
30,191
|
|
|
26,530
|
|
|
24,844
|
|
|
Total revenues
|
748,709
|
|
|
713,840
|
|
|
658,181
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||
Occupancy expenses—franchised restaurants
|
53,395
|
|
|
52,097
|
|
|
52,072
|
|
|
Cost of ice cream products
|
81,896
|
|
|
79,278
|
|
|
69,019
|
|
|
Company-owned restaurant expenses
|
22,687
|
|
|
24,480
|
|
|
23,133
|
|
|
General and administrative expenses, net
|
227,534
|
|
|
230,847
|
|
|
241,883
|
|
|
Depreciation
|
19,779
|
|
|
22,423
|
|
|
29,084
|
|
|
Amortization of other intangible assets
|
25,760
|
|
|
26,943
|
|
|
26,943
|
|
|
Long-lived asset impairment charges
|
1,484
|
|
|
563
|
|
|
1,278
|
|
|
Total operating costs and expenses
|
432,535
|
|
|
436,631
|
|
|
443,412
|
|
|
Net income of equity method investments:
|
|
|
|
|
|
||||
Net income, excluding impairment
|
14,846
|
|
|
19,243
|
|
|
22,351
|
|
|
Impairment charge, net of tax
|
—
|
|
|
(873
|
)
|
|
—
|
|
|
Net income of equity method investments
|
14,846
|
|
|
18,370
|
|
|
22,351
|
|
|
Other operating income, net
|
7,838
|
|
|
9,157
|
|
|
2,309
|
|
|
Operating income
|
338,858
|
|
|
304,736
|
|
|
239,429
|
|
|
Other income (expense):
|
|
|
|
|
|
||||
Interest income
|
274
|
|
|
404
|
|
|
543
|
|
|
Interest expense
|
(68,098
|
)
|
|
(80,235
|
)
|
|
(74,031
|
)
|
|
Loss on debt extinguishment and refinancing transactions
|
(13,735
|
)
|
|
(5,018
|
)
|
|
(3,963
|
)
|
|
Other gains (losses), net
|
(1,566
|
)
|
|
(1,799
|
)
|
|
23
|
|
|
Total other expense
|
(83,125
|
)
|
|
(86,648
|
)
|
|
(77,428
|
)
|
|
Income before income taxes
|
255,733
|
|
|
218,088
|
|
|
162,001
|
|
|
Provision for income taxes
|
80,170
|
|
|
71,784
|
|
|
54,377
|
|
|
Net income including noncontrolling interests
|
175,563
|
|
|
146,304
|
|
|
107,624
|
|
|
Net loss attributable to noncontrolling interests
|
(794
|
)
|
|
(599
|
)
|
|
(684
|
)
|
|
Net income attributable to Dunkin' Brands
|
$
|
176,357
|
|
|
146,903
|
|
|
108,308
|
|
Earnings per share:
|
|
|
|
|
|
||||
Common—basic
|
$
|
1.67
|
|
|
1.38
|
|
|
0.94
|
|
Common—diluted
|
1.65
|
|
|
1.36
|
|
|
0.93
|
|
|
Cash dividends declared per common share
|
0.92
|
|
|
0.76
|
|
|
0.60
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Net income including noncontrolling interests
|
$
|
175,563
|
|
|
146,304
|
|
|
107,624
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
||||
Effect of foreign currency translation, net of deferred tax expense (benefit) of $(358), $205, and $(260) for the fiscal years ended December 27, 2014, December 28, 2013, and December 29, 2012, respectively
|
(13,743
|
)
|
|
(14,909
|
)
|
|
(5,996
|
)
|
|
Gain (loss) on interest rate swaps, net of deferred tax expense (benefit) of $(1,608), $5,290 and $(1,154) for the fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012, respectively
|
(2,369
|
)
|
|
7,740
|
|
|
(1,655
|
)
|
|
Unrealized gain (loss) on pension plan, net of deferred tax expense (benefit) of $80, $(200), and $(415) for the fiscal years ended December 27, 2014, December 28, 2013, and December 29, 2012, respectively
|
224
|
|
|
(612
|
)
|
|
(1,180
|
)
|
|
Other
|
572
|
|
|
(21
|
)
|
|
(1,629
|
)
|
|
Total other comprehensive loss
|
(15,316
|
)
|
|
(7,802
|
)
|
|
(10,460
|
)
|
|
Comprehensive income including noncontrolling interests
|
160,247
|
|
|
138,502
|
|
|
97,164
|
|
|
Comprehensive loss attributable to noncontrolling interests
|
(794
|
)
|
|
(599
|
)
|
|
(684
|
)
|
|
Comprehensive income attributable to Dunkin' Brands
|
$
|
161,041
|
|
|
139,101
|
|
|
97,848
|
|
|
Stockholders' equity
|
|
Redeemable noncontrolling interests
|
||||||||||||||||||||||||
|
Common stock
|
|
Additional
paid-in
capital
|
|
Treasury
stock, at cost
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Noncontrolling interests
|
|
Total
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||
Balance at December 31, 2011
|
119,494
|
|
|
$
|
119
|
|
|
1,478,291
|
|
|
—
|
|
|
(752,075
|
)
|
|
19,601
|
|
|
—
|
|
|
745,936
|
|
|
—
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,308
|
|
|
—
|
|
|
(684
|
)
|
|
107,624
|
|
|
—
|
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,460
|
)
|
|
—
|
|
|
(10,460
|
)
|
|
—
|
|
|
Exercise of stock options
|
1,277
|
|
|
2
|
|
|
4,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,418
|
|
|
—
|
|
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,008
|
|
|
4,008
|
|
|
—
|
|
|
Dividends paid on common stock
|
—
|
|
|
—
|
|
|
(70,069
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,069
|
)
|
|
—
|
|
|
Share-based compensation expense
|
372
|
|
|
—
|
|
|
6,920
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,920
|
|
|
—
|
|
|
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(450,369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450,369
|
)
|
|
—
|
|
|
Retirement of treasury stock
|
(15,001
|
)
|
|
(15
|
)
|
|
(180,027
|
)
|
|
450,369
|
|
|
(270,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
11,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,978
|
|
|
—
|
|
|
Other
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
Balance at December 29, 2012
|
106,142
|
|
|
106
|
|
|
1,251,498
|
|
|
—
|
|
|
(914,094
|
)
|
|
9,141
|
|
|
3,324
|
|
|
349,975
|
|
|
—
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,903
|
|
|
—
|
|
|
(239
|
)
|
|
146,664
|
|
|
(360
|
)
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,802
|
)
|
|
—
|
|
|
(7,802
|
)
|
|
—
|
|
|
Exercise of stock options
|
1,140
|
|
|
1
|
|
|
7,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,963
|
|
|
—
|
|
|
Reclassification to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,085
|
)
|
|
(3,085
|
)
|
|
3,085
|
|
|
Contributions from redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,205
|
|
|
Dividends paid on common stock
|
—
|
|
|
—
|
|
|
(81,008
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,008
|
)
|
|
—
|
|
|
Share-based compensation expense
|
12
|
|
|
—
|
|
|
7,323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,323
|
|
|
—
|
|
|
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,963
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,963
|
)
|
|
—
|
|
|
Retirement of treasury stock
|
(417
|
)
|
|
—
|
|
|
(4,688
|
)
|
|
17,190
|
|
|
(12,502
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
15,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,366
|
|
|
—
|
|
|
Other
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
Balance at December 28, 2013
|
106,877
|
|
|
107
|
|
|
1,196,426
|
|
|
(10,773
|
)
|
|
(779,741
|
)
|
|
1,339
|
|
|
—
|
|
|
407,358
|
|
|
4,930
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176,357
|
|
|
—
|
|
|
—
|
|
|
176,357
|
|
|
(794
|
)
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,316
|
)
|
|
—
|
|
|
(15,316
|
)
|
|
—
|
|
|
Exercise of stock options
|
693
|
|
|
1
|
|
|
5,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,120
|
|
|
—
|
|
|
Contributions from redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,855
|
|
|
Dividends paid on common stock
|
|
|
|
—
|
|
|
(96,775
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,775
|
)
|
|
—
|
|
|
Share-based compensation expense
|
26
|
|
|
—
|
|
|
11,287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,287
|
|
|
—
|
|
|
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,171
|
)
|
|
—
|
|
|
Retirement of treasury stock
|
(3,142
|
)
|
|
(3
|
)
|
|
(33,170
|
)
|
|
140,944
|
|
|
(107,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
10,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,758
|
|
|
—
|
|
|
Other
|
—
|
|
|
(1
|
)
|
|
(282
|
)
|
|
—
|
|
|
(376
|
)
|
|
—
|
|
|
—
|
|
|
(659
|
)
|
|
—
|
|
|
Balance at December 27, 2014
|
104,454
|
|
|
$
|
104
|
|
|
1,093,363
|
|
|
—
|
|
|
(711,531
|
)
|
|
(13,977
|
)
|
|
—
|
|
|
367,959
|
|
|
6,991
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net income including noncontrolling interests
|
$
|
175,563
|
|
|
146,304
|
|
|
107,624
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
45,539
|
|
|
49,366
|
|
|
56,027
|
|
|
Amortization of deferred financing costs and original issue discount
|
3,968
|
|
|
4,706
|
|
|
5,727
|
|
|
Loss on debt extinguishment and refinancing transactions
|
13,735
|
|
|
5,018
|
|
|
3,963
|
|
|
Deferred income taxes
|
(24,639
|
)
|
|
(13,191
|
)
|
|
(6,946
|
)
|
|
Provision for (recovery of) bad debt
|
2,821
|
|
|
3,484
|
|
|
(542
|
)
|
|
Share-based compensation expense
|
11,287
|
|
|
7,323
|
|
|
6,920
|
|
|
Net income of equity method investments
|
(14,846
|
)
|
|
(18,370
|
)
|
|
(22,351
|
)
|
|
Dividends received from equity method investments
|
7,427
|
|
|
7,226
|
|
|
6,497
|
|
|
Gain on sale of joint venture
|
—
|
|
|
(6,320
|
)
|
|
—
|
|
|
Gain on sale of real estate and company-owned restaurants
|
(7,458
|
)
|
|
(2,591
|
)
|
|
(1,085
|
)
|
|
Other, net
|
570
|
|
|
(1,291
|
)
|
|
(834
|
)
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
||||
Accounts, notes, and other receivables, net
|
(27,224
|
)
|
|
(27,444
|
)
|
|
6,321
|
|
|
Other current assets
|
552
|
|
|
1,879
|
|
|
(1,480
|
)
|
|
Accounts payable
|
397
|
|
|
46
|
|
|
2,804
|
|
|
Other current liabilities
|
11,876
|
|
|
8,163
|
|
|
38,767
|
|
|
Liabilities of advertising funds, net
|
(2,785
|
)
|
|
4,795
|
|
|
(5,688
|
)
|
|
Income taxes payable, net
|
(4,300
|
)
|
|
(27,847
|
)
|
|
(38,928
|
)
|
|
Deferred income
|
5,770
|
|
|
(842
|
)
|
|
(1,491
|
)
|
|
Other, net
|
1,070
|
|
|
1,385
|
|
|
(885
|
)
|
|
Net cash provided by operating activities
|
199,323
|
|
|
141,799
|
|
|
154,420
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||
Additions to property and equipment
|
(23,638
|
)
|
|
(31,099
|
)
|
|
(22,398
|
)
|
|
Proceeds from sale of real estate and company-owned restaurants
|
14,361
|
|
|
5,387
|
|
|
2,416
|
|
|
Proceeds from sale of joint venture, net
|
—
|
|
|
6,682
|
|
|
—
|
|
|
Other, net
|
(4,827
|
)
|
|
(3,876
|
)
|
|
(2,965
|
)
|
|
Net cash used in investing activities
|
(14,104
|
)
|
|
(22,906
|
)
|
|
(22,947
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
396,000
|
|
|
Repayment of long-term debt
|
(15,000
|
)
|
|
(24,157
|
)
|
|
(15,441
|
)
|
|
Payment of deferred financing and other debt-related costs
|
(9,213
|
)
|
|
(6,157
|
)
|
|
(5,978
|
)
|
|
Repurchases of common stock
|
(130,171
|
)
|
|
(27,963
|
)
|
|
(450,369
|
)
|
|
Dividends paid on common stock
|
(96,775
|
)
|
|
(81,008
|
)
|
|
(70,069
|
)
|
|
Exercise of stock options
|
5,120
|
|
|
7,963
|
|
|
4,418
|
|
|
Excess tax benefits from share-based compensation
|
10,758
|
|
|
15,366
|
|
|
11,978
|
|
|
Other, net
|
1,924
|
|
|
1,782
|
|
|
3,859
|
|
|
Net cash used in financing activities
|
(233,357
|
)
|
|
(114,174
|
)
|
|
(125,602
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(715
|
)
|
|
(404
|
)
|
|
32
|
|
|
Increase (decrease) in cash and cash equivalents
|
(48,853
|
)
|
|
4,315
|
|
|
5,903
|
|
|
Cash and cash equivalents, beginning of year
|
256,933
|
|
|
252,618
|
|
|
246,715
|
|
|
Cash and cash equivalents, end of year
|
$
|
208,080
|
|
|
256,933
|
|
|
252,618
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||
Cash paid for income taxes
|
$
|
99,410
|
|
|
98,483
|
|
|
90,225
|
|
Cash paid for interest
|
64,485
|
|
|
78,127
|
|
|
54,115
|
|
|
Noncash investing activities:
|
|
|
|
|
|
||||
Property and equipment included in accounts payable and other current liabilities
|
2,383
|
|
|
1,366
|
|
|
5,244
|
|
|
Purchase of leaseholds in exchange for capital lease obligations
|
1,094
|
|
|
173
|
|
|
2,818
|
|
|
December 27, 2014
|
|
December 28, 2013
|
|||||||||||||||
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Total
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Total
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mutual funds
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
1,012
|
|
|
—
|
|
|
1,012
|
|
Company-owned life insurance
|
—
|
|
|
2,975
|
|
|
2,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,221
|
|
|
10,221
|
|
|
Total assets
|
$
|
—
|
|
|
2,975
|
|
|
2,975
|
|
|
1,012
|
|
|
10,221
|
|
|
11,233
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred compensation liabilities
|
$
|
—
|
|
|
8,488
|
|
|
8,488
|
|
|
—
|
|
|
7,181
|
|
|
7,181
|
|
Total liabilities
|
$
|
—
|
|
|
8,488
|
|
|
8,488
|
|
|
—
|
|
|
7,181
|
|
|
7,181
|
|
|
December 27, 2014
|
|
December 28, 2013
|
|||||||||
Financial liabilities
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
|||||
Term loans
|
$
|
1,810,933
|
|
|
1,778,066
|
|
|
1,823,609
|
|
|
1,836,212
|
|
|
Years
|
Buildings
|
20 – 35
|
Leasehold improvements
|
5 – 20
|
Store, production, and other equipment and software
|
3 – 10
|
|
Fiscal year ended
|
||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Royalty income
|
$
|
438,074
|
|
|
411,428
|
|
|
385,713
|
|
Initial franchise fees and renewal income
|
44,255
|
|
|
42,548
|
|
|
33,227
|
|
|
Total franchise fees and royalty income
|
$
|
482,329
|
|
|
453,976
|
|
|
418,940
|
|
|
Fiscal year ended
|
|||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
|||
Systemwide points of distribution:
|
|
|
|
|
|
|||
Franchised points of distribution in operation—beginning of year
|
18,122
|
|
|
17,333
|
|
|
16,565
|
|
Franchised points of distribution - opened
|
1,442
|
|
|
1,388
|
|
|
1,470
|
|
Franchised points of distribution - closed
|
(744
|
)
|
|
(600
|
)
|
|
(701
|
)
|
Net transfers from (to) company-owned or company-operated points of distribution
|
1
|
|
|
1
|
|
|
(1
|
)
|
Franchised points of distribution in operation—end of year
|
18,821
|
|
|
18,122
|
|
|
17,333
|
|
Company-owned or company-operated points of distribution—end of year
|
41
|
|
|
36
|
|
|
35
|
|
Total systemwide points of distribution—end of year
|
18,862
|
|
|
18,158
|
|
|
17,368
|
|
|
December 27, 2014
|
|
December 28, 2013
|
|||
Land
|
$
|
33,927
|
|
|
34,052
|
|
Buildings
|
49,499
|
|
|
47,946
|
|
|
Leasehold improvements
|
147,996
|
|
|
154,491
|
|
|
Store, production, and other equipment and software
|
49,318
|
|
|
43,124
|
|
|
Construction in progress
|
5,736
|
|
|
9,079
|
|
|
Property and equipment, gross
|
286,476
|
|
|
288,692
|
|
|
Accumulated depreciation
|
(104,415
|
)
|
|
(105,834
|
)
|
|
Property and equipment, net
|
$
|
182,061
|
|
|
182,858
|
|
Entity
|
|
Ownership
|
BR Japan
|
|
43.3%
|
BR Korea
|
|
33.3%
|
Spain JV
|
|
33.3%
|
Australia JV
|
|
20.0%
|
|
December 27,
2014 |
|
December 28,
2013 |
||||
Current assets
|
$
|
265,227
|
|
|
$
|
261,546
|
|
Current liabilities
|
102,920
|
|
|
106,280
|
|
||
Working capital
|
162,307
|
|
|
155,266
|
|
||
Property, plant, and equipment, net
|
138,325
|
|
|
139,378
|
|
||
Other assets
|
142,955
|
|
|
173,491
|
|
||
Long-term liabilities
|
45,684
|
|
|
52,389
|
|
||
Equity of equity method investments
|
$
|
397,903
|
|
|
415,746
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Revenues
|
$
|
669,416
|
|
|
673,537
|
|
|
687,676
|
|
Net income
|
39,835
|
|
|
51,407
|
|
|
51,046
|
|
|
BR Japan
|
|
BR Korea
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 27,
2014 |
|
December 28,
2013 |
|||||
Carrying value of investment
|
$
|
66,820
|
|
|
79,472
|
|
|
97,458
|
|
|
91,121
|
|
Underlying equity in net assets of investment
|
37,941
|
|
|
45,682
|
|
|
103,589
|
|
|
100,766
|
|
|
Carrying value in excess of (less than) the underlying equity in net assets
(a)
|
$
|
28,879
|
|
|
33,790
|
|
|
(6,131
|
)
|
|
(9,645
|
)
|
(a)
|
The excess carrying values over the underlying equity in net assets of BR Japan is primarily comprised of amortizable franchise rights and related tax liabilities and nonamortizable goodwill, all of which were established in the BCT Acquisition. The deficit of cost relative to the underlying equity in net assets of BR Korea is primarily comprised of an impairment of long-lived assets, net of tax, recorded in fiscal year 2011.
|
|
Dunkin’ Donuts U.S.
|
|
Dunkin’ Donuts International
|
|
Baskin-Robbins International
|
|
Total
|
|||||||||||||||||||||||||||||
|
Goodwill
|
|
Accumulated impairment charges
|
|
Net Balance
|
|
Goodwill
|
|
Accumulated impairment charges
|
|
Net Balance
|
|
Goodwill
|
|
Accumulated impairment charges
|
|
Net Balance
|
|
Goodwill
|
|
Accumulated impairment charges
|
|
Net Balance
|
|||||||||||||
Balances at December 29, 2012
|
$
|
1,152,035
|
|
|
(270,441
|
)
|
|
881,594
|
|
|
10,306
|
|
|
—
|
|
|
10,306
|
|
|
24,037
|
|
|
(24,037
|
)
|
|
—
|
|
|
1,186,378
|
|
|
(294,478
|
)
|
|
891,900
|
|
Goodwill disposed
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|
Effects of foreign currency adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|
Balances at December 28, 2013
|
1,151,775
|
|
|
(270,441
|
)
|
|
881,334
|
|
|
10,264
|
|
|
—
|
|
|
10,264
|
|
|
24,037
|
|
|
(24,037
|
)
|
|
—
|
|
|
1,186,076
|
|
|
(294,478
|
)
|
|
891,598
|
|
|
Goodwill acquired
|
1,072
|
|
|
—
|
|
|
1,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
—
|
|
|
1,072
|
|
|
Goodwill disposed
|
(1,248
|
)
|
|
—
|
|
|
(1,248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,248
|
)
|
|
—
|
|
|
(1,248
|
)
|
|
Effects of foreign currency adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|
Balances at December 27, 2014
|
$
|
1,151,599
|
|
|
(270,441
|
)
|
|
881,158
|
|
|
10,212
|
|
|
—
|
|
|
10,212
|
|
|
24,037
|
|
|
(24,037
|
)
|
|
—
|
|
|
1,185,848
|
|
|
(294,478
|
)
|
|
891,370
|
|
|
Weighted
average
amortization
period
(years)
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
||||
Definite-lived intangibles:
|
|
|
|
|
|
|
|
||||
Franchise rights
|
20
|
|
$
|
382,520
|
|
|
(179,481
|
)
|
|
203,039
|
|
Favorable operating leases acquired
|
17
|
|
67,119
|
|
|
(35,711
|
)
|
|
31,408
|
|
|
License rights
|
10
|
|
6,230
|
|
|
(5,850
|
)
|
|
380
|
|
|
Indefinite-lived intangible:
|
|
|
|
|
|
|
|
||||
Trade names
|
N/A
|
|
1,190,970
|
|
|
—
|
|
|
1,190,970
|
|
|
|
|
|
$
|
1,646,839
|
|
|
(221,042
|
)
|
|
1,425,797
|
|
|
Weighted
average
amortization
period
(years)
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
||||
Definite-lived intangibles:
|
|
|
|
|
|
|
|
||||
Franchise rights
|
20
|
|
$
|
383,465
|
|
|
(159,719
|
)
|
|
223,746
|
|
Favorable operating leases acquired
|
16
|
|
71,788
|
|
|
(35,653
|
)
|
|
36,135
|
|
|
License rights
|
10
|
|
6,230
|
|
|
(4,876
|
)
|
|
1,354
|
|
|
Indefinite-lived intangible:
|
|
|
|
|
|
|
|
||||
Trade names
|
N/A
|
|
1,190,970
|
|
|
—
|
|
|
1,190,970
|
|
|
|
|
|
$
|
1,652,453
|
|
|
(200,248
|
)
|
|
1,452,205
|
|
|
December 27,
2014 |
|
December 28,
2013 |
|||
Term loans
|
$
|
1,809,554
|
|
|
1,823,609
|
|
VIE debt (see note 2(b))
|
1,379
|
|
|
—
|
|
|
Total debt
|
1,810,933
|
|
|
1,823,609
|
|
|
Less current portion of long-term debt
|
3,852
|
|
|
5,000
|
|
|
Total long-term debt
|
$
|
1,807,081
|
|
|
1,818,609
|
|
|
Class A-2-I Notes
|
|
Class A-2-II Notes
|
|
Total
|
||||
2015
|
$
|
5,625
|
|
|
13,125
|
|
|
18,750
|
|
2016
|
7,500
|
|
|
17,500
|
|
|
25,000
|
|
|
2017
|
7,500
|
|
|
17,500
|
|
|
25,000
|
|
|
2018
|
7,500
|
|
|
17,500
|
|
|
25,000
|
|
|
2019
|
721,875
|
|
|
17,500
|
|
|
739,375
|
|
|
December 27,
2014 |
|
December 28,
2013 |
|
Consolidated balance sheet classification
|
|||
Interest rate swaps - asset
|
$
|
—
|
|
|
10,221
|
|
|
Other assets
|
Total fair values of derivative instruments - asset
|
$
|
—
|
|
|
10,221
|
|
|
|
Derivatives designated as cash flow hedging instruments
|
|
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 rate swaps
|
|
$
|
(8,085
|
)
|
|
(4,108
|
)
|
|
Interest expense
|
|
(3,977
|
)
|
Income tax effect
|
|
3,269
|
|
|
1,661
|
|
|
Provision for income taxes
|
|
1,608
|
|
|
Net of income taxes
|
|
$
|
(4,816
|
)
|
|
(2,447
|
)
|
|
|
|
(2,369
|
)
|
Derivatives designated as cash flow hedging instruments
|
|
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 rate swaps
|
|
$
|
9,648
|
|
|
(3,382
|
)
|
|
Interest expense
|
|
13,030
|
|
Income tax effect
|
|
(3,909
|
)
|
|
1,381
|
|
|
Provision for income taxes
|
|
(5,290
|
)
|
|
Net of income taxes
|
|
$
|
5,739
|
|
|
(2,001
|
)
|
|
|
|
7,740
|
|
Derivatives designated as cash flow hedging instruments
|
|
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 rate swaps
|
|
$
|
(3,673
|
)
|
|
(864
|
)
|
|
Interest expense
|
|
(2,809
|
)
|
Income tax effect
|
|
1,509
|
|
|
355
|
|
|
Provision for income taxes
|
|
1,154
|
|
|
Net of income taxes
|
|
$
|
(2,164
|
)
|
|
(509
|
)
|
|
|
|
(1,655
|
)
|
|
December 27,
2014 |
|
December 28,
2013 |
|||
Gift card/certificate liability
|
$
|
151,127
|
|
|
139,721
|
|
Gift card breakage liability
|
25,893
|
|
|
14,093
|
|
|
Accrued salary and benefits
|
21,632
|
|
|
26,713
|
|
|
Accrued legal liabilities (see note 17(d))
|
24,648
|
|
|
26,633
|
|
|
Accrued interest
|
8,351
|
|
|
9,999
|
|
|
Accrued professional costs
|
9,381
|
|
|
2,938
|
|
|
Other
|
17,860
|
|
|
28,821
|
|
|
Total other current liabilities
|
$
|
258,892
|
|
|
248,918
|
|
|
December 27,
2014 |
|
December 28,
2013 |
|||
Leased property under capital leases (included in property and equipment)
|
$
|
8,982
|
|
|
7,888
|
|
Accumulated depreciation
|
(2,872
|
)
|
|
(2,326
|
)
|
|
Net leased property under capital leases
|
$
|
6,110
|
|
|
5,562
|
|
Capital lease obligations:
|
|
|
|
|||
Current
|
$
|
506
|
|
|
432
|
|
Long-term
|
7,575
|
|
|
6,996
|
|
|
Total capital lease obligations
|
$
|
8,081
|
|
|
7,428
|
|
|
December 27,
2014 |
|
December 28,
2013 |
|||
Land
|
$
|
28,235
|
|
|
29,701
|
|
Buildings
|
43,835
|
|
|
41,721
|
|
|
Leasehold improvements
|
140,171
|
|
|
135,177
|
|
|
Store, production, and other equipment
|
184
|
|
|
146
|
|
|
Construction in progress
|
1,482
|
|
|
1,363
|
|
|
Assets leased to others, gross
|
213,907
|
|
|
208,108
|
|
|
Accumulated depreciation
|
(75,607
|
)
|
|
(71,535
|
)
|
|
Assets leased to others, net
|
$
|
138,300
|
|
|
136,573
|
|
|
Payments
|
|
Receipts
Subleases
|
|
Net
leases
|
||||||||
|
Capital
leases
|
|
Operating
leases
|
|
|||||||||
Fiscal year:
|
|
|
|
|
|
|
|
||||||
2015
|
$
|
1,262
|
|
|
54,403
|
|
|
(65,327
|
)
|
|
(9,662
|
)
|
|
2016
|
1,266
|
|
|
53,909
|
|
|
(65,423
|
)
|
|
(10,248
|
)
|
||
2017
|
1,288
|
|
|
53,287
|
|
|
(65,261
|
)
|
|
(10,686
|
)
|
||
2018
|
1,304
|
|
|
52,126
|
|
|
(64,105
|
)
|
|
(10,675
|
)
|
||
2019
|
1,128
|
|
|
50,746
|
|
|
(61,233
|
)
|
|
(9,359
|
)
|
||
Thereafter
|
8,880
|
|
|
401,707
|
|
|
(373,266
|
)
|
|
37,321
|
|
||
Total minimum rental commitments
|
15,128
|
|
|
$
|
666,178
|
|
|
(694,615
|
)
|
|
(13,309
|
)
|
|
Less amount representing interest
|
7,047
|
|
|
|
|
|
|
|
|||||
Present value of minimum capital lease obligations
|
$
|
8,081
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Base rentals
|
$
|
53,130
|
|
|
53,462
|
|
|
52,821
|
|
Contingent rentals
|
6,071
|
|
|
5,869
|
|
|
5,227
|
|
|
Total rental expense
|
$
|
59,201
|
|
|
59,331
|
|
|
58,048
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Base rentals
|
$
|
67,945
|
|
|
66,540
|
|
|
67,988
|
|
Contingent rentals
|
29,718
|
|
|
29,542
|
|
|
28,828
|
|
|
Total rental income
|
$
|
97,663
|
|
|
96,082
|
|
|
96,816
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Increase in rental income
|
$
|
847
|
|
|
973
|
|
|
1,065
|
|
Decrease in rental expense
|
1,188
|
|
|
1,204
|
|
|
1,287
|
|
|
Total increase in operating income
|
$
|
2,035
|
|
|
2,177
|
|
|
2,352
|
|
|
Decrease in
rental expense
|
|
Increase in
rental income
|
|
Total increase
in operating
income
|
||||
Fiscal year:
|
|
|
|
|
|
||||
2015
|
$
|
940
|
|
|
789
|
|
|
1,729
|
|
2016
|
885
|
|
|
719
|
|
|
1,604
|
|
|
2017
|
885
|
|
|
681
|
|
|
1,566
|
|
|
2018
|
851
|
|
|
632
|
|
|
1,483
|
|
|
2019
|
731
|
|
|
583
|
|
|
1,314
|
|
|
Revenues
|
||||||||
|
Fiscal year ended
|
||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Dunkin’ Donuts U.S.
|
$
|
548,697
|
|
|
521,179
|
|
|
485,399
|
|
Dunkin’ Donuts International
|
19,867
|
|
|
18,316
|
|
|
15,485
|
|
|
Baskin-Robbins U.S.
|
43,158
|
|
|
42,152
|
|
|
42,074
|
|
|
Baskin-Robbins International
|
122,456
|
|
|
120,333
|
|
|
101,975
|
|
|
Total reportable segment revenues
|
734,178
|
|
|
701,980
|
|
|
644,933
|
|
|
Other
|
14,531
|
|
|
11,860
|
|
|
13,248
|
|
|
Total revenues
|
$
|
748,709
|
|
|
713,840
|
|
|
658,181
|
|
|
Segment profit
|
||||||||
|
Fiscal year ended
|
||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Dunkin’ Donuts U.S.
|
$
|
403,591
|
|
|
374,435
|
|
|
341,776
|
|
Dunkin’ Donuts International
|
12,103
|
|
|
7,453
|
|
|
9,636
|
|
|
Baskin-Robbins U.S.
|
27,496
|
|
|
26,608
|
|
|
25,351
|
|
|
Baskin-Robbins International
|
42,792
|
|
|
54,237
|
|
|
45,759
|
|
|
Total reportable segments
|
485,982
|
|
|
462,733
|
|
|
422,522
|
|
|
Corporate and other
|
(120,026
|
)
|
|
(122,337
|
)
|
|
(115,365
|
)
|
|
Interest expense, net
|
(67,824
|
)
|
|
(79,831
|
)
|
|
(73,488
|
)
|
|
Amortization of other intangible assets
|
(25,760
|
)
|
|
(26,943
|
)
|
|
(26,943
|
)
|
|
Long-lived asset impairment charges
|
(1,484
|
)
|
|
(563
|
)
|
|
(1,278
|
)
|
|
Loss on debt extinguishment and refinancing transactions
|
(13,735
|
)
|
|
(5,018
|
)
|
|
(3,963
|
)
|
|
Other gains (losses), net
|
(1,566
|
)
|
|
(1,799
|
)
|
|
23
|
|
|
Operating income adjustments excluded from reportable segments
|
146
|
|
|
(8,154
|
)
|
|
(39,507
|
)
|
|
Income before income taxes
|
$
|
255,733
|
|
|
218,088
|
|
|
162,001
|
|
|
Net income of equity method investments
|
||||||||
|
Fiscal year ended
|
||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Dunkin’ Donuts International
|
$
|
1,794
|
|
|
480
|
|
|
2,211
|
|
Baskin-Robbins International
|
11,912
|
|
|
15,913
|
|
|
16,578
|
|
|
Total reportable segments
|
13,706
|
|
|
16,393
|
|
|
18,789
|
|
|
Other
|
1,140
|
|
|
1,977
|
|
|
3,562
|
|
|
Total net income of equity method investments
|
$
|
14,846
|
|
|
18,370
|
|
|
22,351
|
|
|
Depreciation
|
||||||||
|
Fiscal year ended
|
||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Dunkin’ Donuts U.S.
|
$
|
12,207
|
|
|
12,816
|
|
|
13,498
|
|
Dunkin’ Donuts International
|
11
|
|
|
26
|
|
|
34
|
|
|
Baskin-Robbins U.S.
|
288
|
|
|
473
|
|
|
923
|
|
|
Baskin-Robbins International
|
62
|
|
|
84
|
|
|
562
|
|
|
Total reportable segments
|
12,568
|
|
|
13,399
|
|
|
15,017
|
|
|
Corporate and other
|
7,211
|
|
|
9,024
|
|
|
14,067
|
|
|
Total depreciation
|
$
|
19,779
|
|
|
22,423
|
|
|
29,084
|
|
|
December 27, 2014
|
|
December 28, 2013
|
|||
United States
|
$
|
181,898
|
|
|
182,544
|
|
International
|
163
|
|
|
314
|
|
|
Total property and equipment, net
|
$
|
182,061
|
|
|
182,858
|
|
|
Effect of
foreign
currency
translation
|
|
Gain (loss) on interest rate swaps
|
|
Unrealized gain (loss) on pension plan
|
|
Other
|
|
Accumulated
other
comprehensive
income (loss)
|
||||||
Balances at December 28, 2013
|
$
|
5
|
|
|
6,085
|
|
|
(3,098
|
)
|
|
(1,653
|
)
|
|
1,339
|
|
Other comprehensive income (loss)
|
(13,743
|
)
|
|
(2,369
|
)
|
|
224
|
|
|
572
|
|
|
(15,316
|
)
|
|
Balances at December 27, 2014
|
$
|
(13,738
|
)
|
|
3,716
|
|
|
(2,874
|
)
|
|
(1,081
|
)
|
|
(13,977
|
)
|
|
Dividend per share
|
|
Total amount (in thousands)
|
|
Payment date
|
||||
Fiscal year 2014:
|
|
|
|
|
|
||||
First quarter
|
$
|
0.23
|
|
|
$
|
24,520
|
|
|
March 19, 2014
|
Second quarter
|
0.23
|
|
|
24,239
|
|
|
June 4, 2014
|
||
Third quarter
|
0.23
|
|
|
23,997
|
|
|
September 3, 2014
|
||
Fourth quarter
|
0.23
|
|
|
24,019
|
|
|
December 3, 2014
|
|
Dividend per share
|
|
Total amount (in thousands)
|
|
Payment date
|
||||
Fiscal year 2013:
|
|
|
|
|
|
||||
First quarter
|
$
|
0.19
|
|
|
$
|
20,191
|
|
|
February 20, 2013
|
Second quarter
|
0.19
|
|
|
20,259
|
|
|
June 6, 2013
|
||
Third quarter
|
0.19
|
|
|
20,257
|
|
|
September 4, 2013
|
||
Fourth quarter
|
0.19
|
|
|
20,301
|
|
|
November 26, 2013
|
|
Fiscal year ended
|
||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
2006 Plan stock options—executive
|
$
|
434
|
|
|
977
|
|
|
4,245
|
|
2006 Plan stock options—nonexecutive
|
131
|
|
|
162
|
|
|
181
|
|
|
2011 Plan stock options
|
6,847
|
|
|
4,668
|
|
|
2,026
|
|
|
2011 Plan restricted shares
|
1,456
|
|
|
—
|
|
|
—
|
|
|
Restricted stock units
|
2,419
|
|
|
1,513
|
|
|
336
|
|
|
Other
|
—
|
|
|
3
|
|
|
132
|
|
|
Total share-based compensation
|
$
|
11,287
|
|
|
7,323
|
|
|
6,920
|
|
Total related tax benefit
|
$
|
4,567
|
|
|
2,958
|
|
|
2,768
|
|
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(in millions)
|
|||||
Share options outstanding at December 28, 2013
|
2,205,947
|
|
|
$
|
3.64
|
|
|
6.3
|
|
|
||
Exercised
|
(550,782
|
)
|
|
3.46
|
|
|
|
|
|
|||
Forfeited or expired
|
(7,007
|
)
|
|
7.31
|
|
|
|
|
|
|||
Share options outstanding at December 27, 2014
|
1,648,158
|
|
|
3.68
|
|
|
5.3
|
|
$
|
63.8
|
|
|
Share options exercisable at December 27, 2014
|
1,338,605
|
|
|
3.33
|
|
|
5.2
|
|
52.3
|
|
|
Fiscal year ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
Weighted average grant-date fair value of share options granted
|
$
|
10.65
|
|
|
$
|
9.92
|
|
|
$
|
10.65
|
|
Weighted average assumptions:
|
|
|
|
|
|
||||||
Risk-free interest rate
|
1.5
|
%
|
|
1.2
|
%
|
|
0.8%-1.4%
|
|
|||
Expected volatility
|
26.3
|
%
|
|
33.0
|
%
|
|
43.0
|
%
|
|||
Dividend yield
|
1.8
|
%
|
|
2.0
|
%
|
|
1.8%-2.1%
|
|
|||
Expected term (years)
|
4.96
|
|
|
6.25
|
|
|
6.25
|
|
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(in millions)
|
|||||
Share options outstanding at December 28, 2013
|
2,019,150
|
|
|
$
|
31.45
|
|
|
8.5
|
|
|
||
Granted
|
1,406,308
|
|
|
51.67
|
|
|
|
|
|
|||
Exercised
|
(141,924
|
)
|
|
22.51
|
|
|
|
|
|
|||
Forfeited or expired
|
(266,765
|
)
|
|
35.76
|
|
|
|
|
|
|||
Share options outstanding at December 27, 2014
|
3,016,769
|
|
|
40.91
|
|
|
6.9
|
|
$
|
17.1
|
|
|
Share options exercisable at December 27, 2014
|
607,765
|
|
|
28.42
|
|
|
7.1
|
|
8.5
|
|
|
Number of
shares
|
|
Weighted average grant-date fair value
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(in millions)
|
|||||
Nonvested restricted stock units at December 28, 2013
|
102,971
|
|
|
$
|
37.20
|
|
|
1.8
|
|
|
||
Granted
|
76,381
|
|
|
50.15
|
|
|
|
|
|
|||
Vested
|
(45,837
|
)
|
|
38.74
|
|
|
|
|
|
|||
Forfeited
|
(11,032
|
)
|
|
34.93
|
|
|
|
|
|
|||
Nonvested restricted stock units at December 27, 2014
|
122,483
|
|
|
43.40
|
|
|
1.5
|
|
$
|
5.2
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Net income attributable to Dunkin' Brands—basic and diluted
|
$
|
176,357
|
|
|
146,903
|
|
|
108,308
|
|
Weighted average number of common shares:
|
|
|
|
|
|
||||
Common—basic
|
105,398,899
|
|
|
106,501,733
|
|
|
114,584,063
|
|
|
Common—diluted
|
106,705,778
|
|
|
108,217,011
|
|
|
116,573,344
|
|
|
Earnings per common share:
|
|
|
|
|
|
||||
Common—basic
|
$
|
1.67
|
|
|
1.38
|
|
|
0.94
|
|
Common—diluted
|
1.65
|
|
|
1.36
|
|
|
0.93
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Domestic operations
|
$
|
231,549
|
|
|
195,277
|
|
|
172,576
|
|
Foreign operations
|
24,184
|
|
|
22,811
|
|
|
(10,575
|
)
|
|
Income before income taxes
|
$
|
255,733
|
|
|
218,088
|
|
|
162,001
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Current:
|
|
|
|
|
|
||||
Federal
|
$
|
82,925
|
|
|
70,696
|
|
|
52,657
|
|
State
|
23,146
|
|
|
11,758
|
|
|
6,065
|
|
|
Foreign
|
(1,262
|
)
|
|
2,521
|
|
|
2,601
|
|
|
Current tax provision
|
$
|
104,809
|
|
|
84,975
|
|
|
61,323
|
|
Deferred:
|
|
|
|
|
|
||||
Federal
|
$
|
(22,644
|
)
|
|
(11,915
|
)
|
|
(5,071
|
)
|
State
|
(1,861
|
)
|
|
(984
|
)
|
|
4,373
|
|
|
Foreign
|
(134
|
)
|
|
(292
|
)
|
|
(6,248
|
)
|
|
Deferred tax benefit
|
(24,639
|
)
|
|
(13,191
|
)
|
|
(6,946
|
)
|
|
Provision for income taxes
|
$
|
80,170
|
|
|
71,784
|
|
|
54,377
|
|
|
Fiscal year ended
|
|||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
|||
Computed federal income tax expense, at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes
|
5.7
|
|
|
4.7
|
|
|
5.2
|
|
Benefits and taxes related to foreign operations
|
(3.5
|
)
|
|
(4.3
|
)
|
|
(2.9
|
)
|
Conversion of foreign subsidiary
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
Other permanent differences
|
0.1
|
|
|
0.2
|
|
|
0.7
|
|
Changes in enacted tax rates and apportionment
|
0.1
|
|
|
0.8
|
|
|
2.8
|
|
Uncertain tax positions
|
(2.5
|
)
|
|
(3.2
|
)
|
|
(6.3
|
)
|
Other, net
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.9
|
)
|
Effective tax rate
|
31.3
|
%
|
|
32.9
|
%
|
|
33.6
|
%
|
|
December 27, 2014
|
|
December 28, 2013
|
|||||||||
|
Deferred tax
assets
|
|
Deferred tax
liabilities
|
|
Deferred tax
assets
|
|
Deferred tax
liabilities
|
|||||
Current:
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
3,377
|
|
|
—
|
|
|
1,055
|
|
|
—
|
|
Deferred gift cards and certificates
|
20,549
|
|
|
—
|
|
|
20,371
|
|
|
—
|
|
|
Rent
|
5,480
|
|
|
—
|
|
|
5,307
|
|
|
—
|
|
|
Deferred income
|
4,900
|
|
|
—
|
|
|
4,672
|
|
|
—
|
|
|
Other current liabilities
|
13,033
|
|
|
—
|
|
|
13,983
|
|
|
—
|
|
|
Capital loss
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other
|
2,466
|
|
|
768
|
|
|
1,073
|
|
|
—
|
|
|
Total current
|
49,984
|
|
|
768
|
|
|
46,461
|
|
|
—
|
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|||||
Capital leases
|
3,066
|
|
|
—
|
|
|
2,830
|
|
|
—
|
|
|
Rent
|
3,442
|
|
|
—
|
|
|
2,243
|
|
|
—
|
|
|
Property and equipment
|
—
|
|
|
4,451
|
|
|
—
|
|
|
6,315
|
|
|
Deferred compensation liabilities
|
10,645
|
|
|
—
|
|
|
7,747
|
|
|
—
|
|
|
Deferred income
|
5,410
|
|
|
—
|
|
|
4,234
|
|
|
—
|
|
|
Real estate reserves
|
1,223
|
|
|
—
|
|
|
1,287
|
|
|
—
|
|
|
Franchise rights and other intangibles
|
—
|
|
|
567,751
|
|
|
—
|
|
|
576,567
|
|
|
Unused foreign tax credits
|
8,122
|
|
|
—
|
|
|
6,756
|
|
|
—
|
|
|
Other
|
637
|
|
|
—
|
|
|
1,103
|
|
|
4,322
|
|
|
|
32,545
|
|
|
572,202
|
|
|
26,200
|
|
|
587,204
|
|
|
Valuation allowance
|
(682
|
)
|
|
—
|
|
|
(710
|
)
|
|
—
|
|
|
Total noncurrent
|
31,863
|
|
|
572,202
|
|
|
25,490
|
|
|
587,204
|
|
|
Total current and noncurrent
|
$
|
81,847
|
|
|
572,970
|
|
|
71,951
|
|
|
587,204
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Balance at beginning of year
|
$
|
8,213
|
|
|
15,428
|
|
|
41,379
|
|
Increases related to prior year tax positions
|
488
|
|
|
855
|
|
|
2,063
|
|
|
Increases related to current year tax positions
|
96
|
|
|
219
|
|
|
1,389
|
|
|
Decreases related to prior year tax positions
|
(4,567
|
)
|
|
(3,091
|
)
|
|
(19,675
|
)
|
|
Decreases related to settlements
|
(296
|
)
|
|
(4,797
|
)
|
|
(9,792
|
)
|
|
Lapses of statutes of limitations
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
Effect of foreign currency adjustments
|
(262
|
)
|
|
(401
|
)
|
|
91
|
|
|
Balance at end of year
|
$
|
3,672
|
|
|
8,213
|
|
|
15,428
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Service cost
|
$
|
—
|
|
|
—
|
|
|
262
|
|
Interest cost
|
207
|
|
|
216
|
|
|
333
|
|
|
Expected return on plan assets
|
(208
|
)
|
|
(263
|
)
|
|
(317
|
)
|
|
Amortization of net actuarial loss
|
87
|
|
|
74
|
|
|
76
|
|
|
Net pension expense
|
$
|
86
|
|
|
27
|
|
|
354
|
|
|
Fiscal year ended
|
||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||
Change in benefit obligation:
|
|
|
|
|
|
||||
Benefit obligation, beginning of year
|
$
|
8,200
|
|
|
8,349
|
|
|
6,050
|
|
Service cost
|
—
|
|
|
—
|
|
|
262
|
|
|
Interest cost
|
207
|
|
|
216
|
|
|
333
|
|
|
Employee contributions
|
—
|
|
|
—
|
|
|
88
|
|
|
Benefits paid
|
(208
|
)
|
|
(230
|
)
|
|
(275
|
)
|
|
Curtailment gain
|
—
|
|
|
—
|
|
|
(1,084
|
)
|
|
Actuarial loss
|
81
|
|
|
395
|
|
|
2,854
|
|
|
Foreign currency loss (gain), net
|
(681
|
)
|
|
(530
|
)
|
|
121
|
|
|
Benefit obligation, end of year
|
$
|
7,599
|
|
|
8,200
|
|
|
8,349
|
|
Change in plan assets:
|
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
$
|
5,790
|
|
|
5,809
|
|
|
4,945
|
|
Expected return on plan assets
|
208
|
|
|
263
|
|
|
317
|
|
|
Employer contributions
|
898
|
|
|
626
|
|
|
662
|
|
|
Employee contributions
|
—
|
|
|
—
|
|
|
88
|
|
|
Benefits paid
|
(208
|
)
|
|
(230
|
)
|
|
(275
|
)
|
|
Actuarial loss
|
308
|
|
|
(371
|
)
|
|
(27
|
)
|
|
Foreign currency gain (loss), net
|
(540
|
)
|
|
(307
|
)
|
|
99
|
|
|
Fair value of plan assets, end of year
|
$
|
6,456
|
|
|
5,790
|
|
|
5,809
|
|
Reconciliation of funded status:
|
|
|
|
|
|
||||
Funded status
|
$
|
(1,143
|
)
|
|
(2,410
|
)
|
|
(2,540
|
)
|
Net amount recognized at end of period
|
$
|
(1,143
|
)
|
|
(2,410
|
)
|
|
(2,540
|
)
|
Amounts recognized in the balance sheet consist of:
|
|
|
|
|
|
||||
Accrued benefit cost
|
$
|
(1,143
|
)
|
|
(2,410
|
)
|
|
(2,540
|
)
|
Net amount recognized at end of period
|
$
|
(1,143
|
)
|
|
(2,410
|
)
|
|
(2,540
|
)
|
|
December 27,
2014 |
|
December 28,
2013 |
||
Cash and short-term investments
|
34
|
%
|
|
35
|
%
|
Debt securities
|
66
|
|
|
65
|
|
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
|||
Discount rate
|
2.65
|
%
|
|
2.70
|
%
|
|
5.25
|
%
|
Average salary increase for pensionable earnings
|
—
|
|
|
—
|
|
|
3.25
|
|
Expected return on plan assets
|
3.50
|
|
|
4.50
|
|
|
6.00
|
|
|
Accounts
receivable
|
|
Short-term notes and other
receivables
|
|
Long-term notes and other
receivables |
||||
Balance at December 31, 2011
|
$
|
2,713
|
|
|
2,321
|
|
|
—
|
|
Provision for (recovery of) doubtful accounts, net
|
513
|
|
|
(1,055
|
)
|
|
—
|
|
|
Write-offs and other
|
(743
|
)
|
|
(62
|
)
|
|
—
|
|
|
Balance at December 29, 2012
|
2,483
|
|
|
1,204
|
|
|
—
|
|
|
Provision for (recovery of) doubtful accounts, net
|
1,015
|
|
|
(339
|
)
|
|
2,808
|
|
|
Write-offs and other
|
(899
|
)
|
|
(206
|
)
|
|
—
|
|
|
Balance at December 28, 2013
|
2,599
|
|
|
659
|
|
|
2,808
|
|
|
Provision for (recovery of) doubtful accounts, net
|
1,796
|
|
|
(14
|
)
|
|
1,039
|
|
|
Write-offs and other
|
(513
|
)
|
|
633
|
|
|
100
|
|
|
Balance at December 27, 2014
|
$
|
3,882
|
|
|
1,278
|
|
|
3,947
|
|
|
Three months ended
|
|||||||||||
|
March 29,
2014 |
|
June 28,
2014 |
|
September 27,
2014 |
|
December 27,
2014 |
|||||
|
(In thousands, except per share data)
|
|||||||||||
Total revenues
|
$
|
171,948
|
|
|
190,908
|
|
|
192,640
|
|
|
193,213
|
|
Operating income
|
69,097
|
|
|
87,557
|
|
|
92,480
|
|
|
89,724
|
|
|
Net income attributable to Dunkin' Brands
|
22,956
|
|
|
46,191
|
|
|
54,697
|
|
|
52,513
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|||||
Common – basic
|
0.22
|
|
|
0.44
|
|
|
0.52
|
|
|
0.50
|
|
|
Common – diluted
|
0.21
|
|
|
0.43
|
|
|
0.52
|
|
|
0.50
|
|
|
Three months ended
|
|||||||||||
|
March 30,
2013 |
|
June 29,
2013 |
|
September 28,
2013 |
|
December 28,
2013 |
|||||
|
(In thousands, except per share data)
|
|||||||||||
Total revenues
|
$
|
161,858
|
|
|
182,488
|
|
|
186,317
|
|
|
183,177
|
|
Operating income
|
63,459
|
|
|
76,805
|
|
|
82,237
|
|
|
82,235
|
|
|
Net income attributable to Dunkin' Brands
|
23,798
|
|
|
40,812
|
|
|
40,221
|
|
|
42,072
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|||||
Common – basic
|
0.22
|
|
|
0.38
|
|
|
0.38
|
|
|
0.39
|
|
|
Common – diluted
|
0.22
|
|
|
0.38
|
|
|
0.37
|
|
|
0.39
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
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
|
|
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)
|
|
|
|
3.2
|
|
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)
|
|
|
|
4.2
|
|
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)
|
|
|
|
10.1*
|
|
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)
|
|
|
|
10.2*
|
|
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)
|
|
|
|
10.3*
|
|
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)
|
|
|
|
10.4*
|
|
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)
|
|
|
|
10.5*
|
|
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)
|
|
|
|
10.6*
|
|
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)
|
|
|
|
10.7*
|
|
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)
|
|
|
|
10.8*
|
|
Amended and Restated Dunkin’ Brands, Inc. Non-Qualified Deferred Compensation Plan
|
|
|
|
10.9*
|
|
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)
|
|
|
|
10.10*
|
|
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)
|
|
|
|
10.11*
|
|
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)
|
|
|
|
10.12*
|
|
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)
|
|
|
|
10.13*
|
|
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)
|
|
|
|
10.14*
|
|
Offer Letter to Richard Emmett dated November 23, 2009 (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
|
|
|
|
10.15*
|
|
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)
|
|
|
|
10.16*
|
|
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)
|
|
|
|
10.17*
|
|
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)
|
|
|
|
10.18*
|
|
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)
|
|
|
|
10.19*
|
|
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)
|
|
|
|
10.20
|
|
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)
|
|
|
|
10.21
|
|
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)
|
|
|
|
10.22
|
|
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)
|
|
|
|
10.23
|
|
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)
|
|
|
|
10.24
|
|
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)
|
|
|
|
10.25
|
|
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)
|
|
|
|
10.26
|
|
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)
|
|
|
|
10.27
|
|
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)
|
|
|
|
10.28
|
|
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)
|
|
|
|
10.29
|
|
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)
|
|
|
|
10.30
|
|
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)
|
|
|
|
10.31
|
|
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)
|
|
|
|
10.32
|
|
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)
|
|
|
|
10.33
|
|
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)
|
|
|
|
21.1
|
|
Subsidiaries of Dunkin’ Brands Group, Inc.
|
|
|
|
23.1
|
|
Consent of KPMG LLP
|
|
|
|
31.1
|
|
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 by Chief Executive Officer
|
|
|
|
31.2
|
|
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 by Chief Financial Officer
|
|
|
|
32.1
|
|
Certification of periodic financial report pursuant to Section 906 of Sarbanes Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification of periodic financial report pursuant to Section 906 of Sarbanes Oxley Act of 2002
|
|
|
|
101
|
|
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
|
|
DUNKIN’ BRANDS GROUP, INC.
|
|
|
|
|
|
By:
|
/s/ Nigel Travis
|
|
Name:
|
Nigel Travis
|
|
Title:
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Nigel Travis
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
|
February 19, 2015
|
Nigel Travis
|
|
|
|
|
|
|
|
|
|
/s/ Paul Carbone
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 19, 2015
|
Paul Carbone
|
|
|
|
|
|
|
|
|
|
/s/ Raul Alvarez
|
|
Director
|
|
February 19, 2015
|
Raul Alvarez
|
|
|
|
|
|
|
|
|
|
/s/ Irene Chang Britt
|
|
Director
|
|
February 19, 2015
|
Irene Chang Britt
|
|
|
|
|
|
|
|
|
|
/s/ Anthony DiNovi
|
|
Director
|
|
February 19, 2015
|
Anthony DiNovi
|
|
|
|
|
|
|
|
|
|
/s/ Michael Hines
|
|
Director
|
|
February 19, 2015
|
Michael Hines
|
|
|
|
|
|
|
|
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/s/ Sandra Horbach
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|
Director
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|
February 19, 2015
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Sandra Horbach
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/s/ Mark Nunnelly
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Director
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|
February 19, 2015
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Mark Nunnelly
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/s/ Carl Sparks
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Director
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February 19, 2015
|
Carl Sparks
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/s/ Joseph Uva
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Director
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February 19, 2015
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Joseph Uva
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|
|
|
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(ii)
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contributes to the 401(k) Savings Plan for the Plan Year the maximum amount allocable under Internal Revenue Code Section 402(g); and
|
(iii)
|
if applicable contributes to the 401(k) Savings Plan for the Plan Year the maximum amount allowable under Internal Revenue Code Section 414(v).
|
(i)
|
A lump sum;
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(ii)
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A lump sum after the later of (1) the Participant's separation from service or (2) a specified date which date is not later than the Participant's 65
th
birthday;
|
(iii)
|
In up to 15 annual installments;
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(iv)
|
In up to 15 annual installments, after the later of (1) the Participant's separation from service or (2) a specified date which date is not later than the Participant's 65
th
birthday.
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(i)
|
is issued pursuant to a State's domestic relations law;
|
(ii)
|
relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;
|
(iii)
|
creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant's benefits under the Plan;
|
(iv)
|
clearly specifies the name of the Plan to which such order applies and the name and the last known mailing address of the Participant and each alternate payee covered by the order;
|
(v)
|
clearly specifies the amount or percentage of the Participant's benefits to be paid by the Plan to each such alternate payee, or the manner in which such amount or percentage is to be determined;
|
(vi)
|
does not require the payment of benefits to an alternate payee which are required to be paid to another alternate payee under another order previously determined to be a Qualified Domestic Relations Order; and
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(vii)
|
meets such other requirements as established by the Committee.
|
(i)
|
the rules applicable to "domestic relations orders" under section 414(p) of the Internal Revenue Code of 1986 and section 206(d) of ERISA;
|
(ii)
|
the procedures used under the 401(k) Savings Plan to determine the qualified status of domestic relations orders; and
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(iii)
|
such other rules and procedures as it deems relevant.
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|
|
DUNKIN' BRANDS, INC.
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|
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130 Royall Street
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Canton, MA 02021
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/s/ Edward L. Manley
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By:
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Edward L. Manley
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Title:
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VP, Total Rewards & HR Operations
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|
Date:
|
1/1/2015
|
Entity
|
|
Jurisdiction of Organization
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Baskin-Robbins Australia Pty. Limited
|
|
Australia
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Baskin-Robbins Flavors LLC
|
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Delaware
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Baskin-Robbins Franchising LLC
|
|
Delaware
|
Baskin-Robbins International LLC
|
|
Delaware
|
Baskin-Robbins LLC
|
|
Delaware
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Baskin-Robbins USA LLC
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California
|
B-R 31 Ice Cream Co. Ltd. (1)
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Japan
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BR IP Holder LLC
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Delaware
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BR Japan Holdings LLC
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Delaware
|
B-R Korea Co. Ltd. (2)
|
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Korea
|
BR UK Franchising LLC
|
|
Delaware
|
Coffee Alliance, S.L.(2)
|
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Spain
|
DB AdFund Administrator LLC
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|
Delaware
|
DB Canadian Franchising ULC
|
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Nova Scotia
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DB Canadian Holding Company Inc.
|
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Delaware
|
DB Franchising Holding Company LLC
|
|
Delaware
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DB Holdings Brazil LLC
|
|
Delaware
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DB International Franchising LLC
|
|
Delaware
|
DB Master Finance LLC
|
|
Delaware
|
DB Master Finance Parent LLC
|
|
Delaware
|
DB Mexican Franchising LLC
|
|
Delaware
|
DB Real Estate Assets I LLC
|
|
Delaware
|
DB Real Estate Assets II LLC
|
|
Delaware
|
DBCI Corp.
|
|
Florida
|
DBCL Holding Company LLC
|
|
Delaware
|
DBI Australia Holdings Pty. Ltd.
|
|
Australia
|
DBI Stores LLC
|
|
Delaware
|
DBI Stores Texas LLC
|
|
Delaware
|
DD Brasil Franchising Ltda.
|
|
Brazil
|
DDBR International LLC
|
|
Delaware
|
DD IP Holder LLC
|
|
Delaware
|
Dunkin Brands International DMCC
|
|
Dubai
|
Dunkin Brands International Holdings Ltd.
|
|
United Kingdom
|
Dunkin Espanola S.A.
|
|
Spain
|
Dunkin’ (Shanghai) Enterprise Management Consulting Co., Ltd.
|
|
China
|
Dunkin’ Brands (UK) Limited
|
|
United Kingdom
|
Dunkin’ Brands Australia Pty. Ltd.
|
|
Australia
|
Dunkin’ Brands Canada ULC
|
|
British Columbia, Canada
|
Dunkin’ Brands Holdings, Inc.
|
|
Delaware
|
Dunkin’ Brands, Inc.
|
|
Delaware
|
Dunkin’ Delicious Limited
|
|
New Zealand
|
Dunkin’ Donuts Franchising LLC
|
|
Delaware
|
Dunkin’ Donuts Limited
|
|
New Zealand
|
Dunkin’ Donuts LLC
|
|
Delaware
|
Dunkin’ Donuts Realty Investment LLC
|
|
Delaware
|
Dunkin’ Donuts USA LLC
|
|
Delaware
|
Dunkin’ Ventures LLC
|
|
Delaware
|
Massachusetts Refreshment Corp. (3)
|
|
Massachusetts
|
Mister Donut of America, LLC
|
|
Delaware
|
Palm Oasis Ventures Pty. Ltd. (4)
|
|
Australia
|
Star Dunkin’ Real Estate, LP(5)
|
|
Delaware
|
Star Dunkin’, LP(5)
|
|
Delaware
|
SVC Service II Inc.
|
|
Colorado
|
SVC Service LLC
|
|
Colorado
|
Third Dunkin’ Donuts Realty Investment LLC
|
|
Delaware
|
______________
|
||
1
|
|
Represents a joint venture company of which registrant indirectly owns 43.3% of the voting equity.
|
2
|
|
Represents a joint venture company of which registrant indirectly owns 33.3% of the voting equity.
|
3
|
|
Represents a joint venture company of which registrant indirectly owns 50% of the voting equity.
|
4
|
|
Represents a joint venture company of which registrant indirectly owns 20% of the voting equity.
|
5
|
|
Represents a joint venture partnership of which registrant indirectly owns 51% of the partnership interest.
|
1.
|
I have reviewed this annual report on Form 10-K of Dunkin’ Brands Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and the other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 19, 2015
|
|
/s/ Nigel Travis
|
Date
|
|
Nigel Travis
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Dunkin’ Brands Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and the other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 19, 2015
|
|
/s/ Paul Carbone
|
Date
|
|
Paul Carbone
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Nigel Travis
|
|
Nigel Travis*
Chairman and Chief Executive Officer
|
|
*
|
A signed original of this written statement required by Section 906 has been provided to Dunkin’ Brands Group, Inc. and will be retained by Dunkin’ Brands Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Paul Carbone
|
|
Paul Carbone*
Chief Financial Officer
|
|
*
|
A signed original of this written statement required by Section 906 has been provided to Dunkin’ Brands Group, Inc. and will be retained by Dunkin’ Brands Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
|