Baskin Robbins 2013 Annual Report Download - page 31

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Provisions in our charter documents and Delaware law may deter takeover efforts that you feel would be beneficial to
stockholder value.
Our certificate of incorporation and bylaws and Delaware law contain provisions which could make it harder for a third party to
acquire us, even if doing so might be beneficial to our stockholders. These provisions include a classified board of directors and
limitations on actions by our stockholders. In addition, our board of directors has the right to issue preferred stock without
stockholder approval that could be used to dilute a potential hostile acquirer. Our certificate of incorporation also imposes some
restrictions on mergers and other business combinations between us and a holder of 15% or more of our outstanding common
stock. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these
protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our corporate headquarters, located in Canton, Massachusetts, houses substantially all of our executive management and
employees who provide our primary corporate support functions: legal, marketing, technology, human resources, public
relations, financial and research and development.
As of December 28, 2013, we owned 98 properties and leased 911 locations across the U.S. and Canada, a majority of which
we leased or subleased to franchisees. For fiscal year 2013, we generated 13.5%, or $96.1 million, of our total revenue from
rental fees from franchisees who lease or sublease their properties from us.
The remaining balance of restaurants selling our products are situated on real property owned by franchisees or leased directly
by franchisees from third-party landlords. All international restaurants (other than 10 located in Canada) are owned by licensees
and their sub-franchisees or leased by licensees and their sub-franchisees directly from a third-party landlord.
Nearly 100% of Dunkin’ Donuts and Baskin-Robbins restaurants are owned and operated by franchisees. We have construction
and site management personnel who oversee the construction of restaurants by outside contractors. The restaurants are built to
our specifications as to exterior style and interior decor. As of December 28, 2013, there were 10,858 Dunkin' Donuts points of
distribution, operating in 40 states and the District of Columbia in the U.S. and 32 foreign countries. Baskin-Robbins points of
distribution totaled 7,300, operating in 43 states and the District of Columbia in the U.S. and 46 foreign countries. All but 36 of
the Dunkin’ Donuts and Baskin-Robbins points of distribution were franchisee-owned. The following table illustrates domestic
and international points of distribution by brand and whether they are operated by the Company or our franchisees as of
December 28, 2013.
Franchisee-
owned points of
distribution
Company-
owned points of
distribution
Dunkin’ Donuts—US* 7,648 29
Dunkin’ Donuts—International 3,181 —
Total Dunkin’ Donuts* 10,829 29
Baskin-Robbins—US* 2,460 7
Baskin-Robbins—International 4,833 —
Total Baskin-Robbins* 7,293 7
Total US 10,108 36
Total International 8,014 —
* Combination restaurants, as more fully described below, count as both a Dunkin’ Donuts and a Baskin-Robbins point of
distribution.
Dunkin’ Donuts and Baskin-Robbins restaurants operate in a variety of formats. Dunkin’ Donuts traditional restaurant formats
include free standing restaurants, end-caps (i.e., end location of a larger multi-store building), and gas and convenience
locations. A free-standing building typically ranges in size from 1,200 to 2,500 square feet, and may include a drive-thru
window. An end-cap typically ranges in size from 1,000 to 2,000 square feet and may include a drive-thru window. Dunkin’
Donuts also has other restaurants designed to fit anywhere, consisting of small full-service restaurants and/or self-serve kiosks
in offices, hospitals, colleges, airports, grocery stores, and drive-thru-only units on smaller pieces of property (collectively
referred to as alternative points of distributions or “APODs”). APODs typically range in size between 400 to 1,800 square feet.