Documents 5-21-2010 Blog
Transcription
Documents 5-21-2010 Blog
May 20 10 01:58p Irwin Barkan 802-49G-G9GE p.1 4. 1 To: Candidates for Acquiring the Shops and a Territory in Downtown Providence, RI ) From: David Harrington e•-)•1 ".= Cc: Grant Benson Bill Rogers James•Vincenzi Rich Zuromski 1-tN%4, ? \o,c. e. ei-67 Date: December 20, 2000 A-,asa.4 &t-rim A Brill,- -At Slvt -41-9 Background co-t‘.% Allied Domecq QSR (ADQSR) has entered into agreements to acquire the Dunkin' Donuts Shops at 78 Dorrance Street, 183 Weybosset Street, 75 Empire Street, and 66 Fountain Street in Providence, RI. ADQSR intends to -re-franchise the shops by assigning these agreements to purchase the shops to the candidate that best demonstrates the operational and financial ability to transform the downtown Providence market_ ADQSR will require the in coming franchisee to relocate the Waybosset Street, Empire Street, and Fountain Street shops to marquee locations featuring the Dunkin' Donuts' 'Retail Business Innovation" image and the Togo's brand wherever possible. ADQSR - will require that these three locations are re-located to new sites that are approved by ADQSR within three years fiom acquiring the existing shops_ ADQSR will sell the rights to acquire the shops along with assigning the current leases. ADQSR controls the prime lease at the Dorrance Street and the Weyboiset Street locations. ADQSR will allow the in-co us g franchisee to terminate the lease at Weybosset Street as soon as it can be relocat.t at no cost. The Fountain Street and the Empire Street leases will be assigned directly. to the in coming franchisee and they will be responsible for all of its obligations even if the shop is relocated. - ADQSR will assign the existing EBO contracts with fees of 4_9% of sales at the premises for the Dorrance Street and the Fountain Street !shops. In addition, ADQSR will provide new twenty (20) year franchise agreements reqUiring weekly franchise fees of five point nine percent (5.9%) of all sales at the WeybosSet and Empire shops_ It will also require weekly advertising fees of five percent (5.0%) of all sales at the premises, plus any greater percent agreed upon by a majority of franchisees in the market. The franchise agreements are transferable to the sites where the shops are relocated. Another component of this transaction is the exclusive development rights to the downtown Providence, RI market as illustrated in the attached map. These rights will last for three years and will require the following development schedule: DUNK 00059 May 20 10 01:58p Irwin Barkan Project Relocate shop and add Togo's . Relocate shop Relocate shop and add Togo's Develop Trombo 802-49G-G9GE p.2 Timeline Initial Franchise Fee 12 months 18 months 24 months 30 months $25,000 $0 $25,000 $60,000 To maintain these rights you must maintain an "A" rating as a franchisee. Requirements for Making a Bid If you are interested in purchasing the shops and the territory from ADQSR please submit a bid including the following: 1. 2. 3. 4. 5. - Your proposed purchase price. A break-even for the network. A.three year proforma for the network. An outline of your organizational structure for operating the network. A detailed three year business plan on your existing business (if an existing franchisee) and your plans for operating the shops and developing the Providence market (i.e. multi-branding, potential development opportunities, how production will be handled ...). 6. A commitment letter from a lending institution or other proof of financial ability to support your proposed acquisition price_ F ar. All of the above materials should be sent to: Allied Domecq QSR 15 Pacell a Park Drive Randolph, MA 02368 Attention: David Harrington All packages must contain all the necessary information and be received by 12:00 noon on January 19, 2000. Incomplete proposals will not be considered. The proposals will be reviewed to assess the different candidate's operational and financial ability to execute the transaction and operate the shops. ADQSR is not obligated to accept any of the bids. Additional Information To help- you develop your proposal, below is a synopsis of some relevant information on shop: DUNK 00060 May 20 10 01:58p .4."-• - Irwin Barkan 802-496-6966 p.3 • Location Image 78 Dorrance Street RBI 183 Weybosset St. Gray 75 Empire Street Gray 66 Fountain Street Gray Franchise Fees Franchise Term 4.9% 5.9% 5.9% 4.9% expires July19, 2015 expires 20 years from closing expires 20 years from closing *expires May 13, 2022 Please refer to the CD in the Uniform Franchise Offering Circular that was provided for a copy of the standard franchise agreement. Also on the CD is a copy the standard leaSe that would be used for the Dorrance Street and Weybosset Street locations. Current rent at the. Dorrance Street shop requires the greater .of $68,400 . annual base rent or 10% of gross sales. Current rent at the Weybosset Street shop requires the greater of $45,000 base rent or 10% of gross sales. Attached are copies of the current leases for Dorrance Street and Weybosset Street as well as copies of the Empire Street and Fountain Street leases, both of which will be assigned. Finally, below are sales histories as reported by the franchisee for each shop from January 1997 through November 2000. ADQSR does not know whether the sales information that was provided to us and is reporting to you is accurate. Location 1997 1998 1999 Jan Dorrance Street Weybosset Street Empire Street Fountain Street $442,510 $505,468 $295,766 $351,222 $463,970 $459,757 $292,748 $360,142 $515,901 $448,757 $332,752 $393,016 570 $519,846 t-r. $422,897 t 374: $333,393 4. r 3 5 s yr f= $372,960x Total $1,594,966 $1,606,617 $1,690,426 $1,649,096* — Nov 2000 Annualized sales for the calendar year 2000 are estimated to be $1,799,013. Asking Price for Shops and Territory The asking price for the shops along with the opportunity to control the area marked in the attached map is $1,500,000. The purchase price will be due in cash or certified funds at the closing for acquiring the shops and leases. In addition, the $110,000 for initial franchise fees as indicated in the development schedule would be due at the time of purchasing the shops and territory. Any variances between actual fees owed or over paid due to the type of shop and the brands incorporated in the new shop would be settled upon the opening of each site. If you have any questions regarding this transaction please call David Harrington at (781) 961-4020 extension 2543. Thank you for your time and consideration. DUNK 00061 1,ct May 20 10 01:59p Irwin Barkan p.4 802-496-6966 To: Candidates for Acquiring the Shops and a Territory in Downtown Providence, RI From: David Harrington Cc: Grant Benson Bill Rogers James Vincenzi Rich Zuromski Date: May 4, 2001 We would like to update you on the progress Allied Domecq QSR (ADQSR) has had on selling the shops as well as a territory in downtown Providence, RI. Since we met with you , on December 20, 2000 to discuss the opportunity, we have modified the offer to better our prospects of attracting the optimum candidate. To entice the best operator to undertake a significant project lfice transforming the downtown area, we have reduced the price, the number of relocations, and the number of multi-brand locations to be developed. Although our vision of having more shops, all in our current image, with better sites and multi-branding shops with Togo's has not changed, we recognized the need to help ensure our offer is attractive from an operational, financial, and logistical standpoint. The new proposal is to relocate the Weybosset Street and Fountain Street shops while remodeling the Empire Street shop instead of relocating it. We would also include the IFF to add another Dunkin' Donuts shop and per the amended multi-brand offer, the IFF for the additional two Togo's to be added would be waived. All the other added benefits of the new multi-brand offering would be provided for the two combo shops to be developed. The purchase price has been lowered from $1,500,000 with the incremental IFF to an all-inclusive price of $1,250,000. The timeline of 30 months for this project remains unchanged with the intent of having a network of least 3 RBI image Dunkin' Donuts shops along with 2 Dunkin' Donuts/ Togo's combo shops. In addition, we have identified a multi-brand site in the Arcade area that we have signed a Letter of Intent on. - If you are interested we can talk about the possibility of assigning the lease or the potential of corporately developing the location to save your capital. We have just begun working with our external candidates on this revised offer this week and we have received some positive feedback. Because the offer has changed significantly since we first presented the opportunity, we wanted to advise our original preferred internal candidates of the . enhancements. If you have any interest in the offer or would like to know more about the changes please contact Dave Harrington at (781) 961-4020 extension 2543. Thank you. DUNK 00058 May 20 10 01:59p Irwin Barkan p.5 802-496-6966 vow LlitpTiiv5.{oxtn‘lriet,opirilcskustomDialomnilinri.r viewks?session key= 7 .31370 1274221926 100265501*ctI0=20010591 niq .uciD=011iolD7Page 1 of 3 David Harrington 07116/01 11:09 AM To: [email protected] cc: Subject: Providence, RI Irwin, Congratulations, Don LaRose has told me you passed the Gallup exam and are qualified to become a franchisee_ Per our conversation, I have attached an outline of what we are looking for from the candidates interested in purchasing our deal for Providence, RI along with the modifications we discussed (i.e . building out the Westminster St. location, allowing the kitchen to stay in Weybosset St. for the short term, and flip-flopping the franchise agreement dates for the Empire and Fountain Street shops). Please review it and call me to discuss. We will chose the candidate we will be working with in the next couple weeks. I look forward to meeting you along with Grant Benson our Senior Market Executive for Providence on July 25th at 8:30 at the Dorrance Street shop. Due to the timing we would need your commitment to the attached fairly quickly after meeting. I hope you have a good vacation. Regards. 140 barkan group.doc DUNK 00068 May 20 10 02:00p n?,r Irwin Barkan 802-496-8986 p.6 viqw.. . n. ps;.. NS1xtr.q.pgtcprOcsicustomE.JBlornniiirtner Oevv.lcs?session key=25570 12741.98518 1€ 02635ObjeciiD 20D0100uni deID=GfileD= 0DPEgE July 25, 2001 Irwin Barkan P.O. Box 353 Lynnfield, MA 01940 Re: Dunkin' Donuts Shops at: 75 Empire Street, Providence, RI PC # 310245 66 Fountain Street, Providence, RI PC# 307298 78 Dorrance Street, Providence, RI PC# 310110 183 Weybosset Street, Providence, RI PC# 300273 Dear Irwin: The following will serve to confirm the mutual understanding between Allied Domecq QSR ("ADR") and you regarding your purchase of the above referenced Dunkin' Donuts Shops ("The Shops") and a territory in downtown Providence, RI. As we discussed, you have agreed to purchase The Shops from or through ADR in accordance with the terms summarized below: 1. Your Purchase of The Shops ADR has contracted for the right to purchase The Shops. At its option, ADR will sell to you or assign to you ADR's rights to buy The Shops, provide you with an exclusive development territory, and provide additional franchise term. The purchase price will be payable as follows: Deposits to ADR, payable by certified or bank check on or before August 3, 2001: $25,000.00 The balance shall be payable by certified or bank check on the date of closing: $1,475,600.00 Total Purchase Price: 1,.500,000.,00* BARK 00314 _,l of May 20 10 02:00p Irwin Barkan 802 - 496-8986 p.7 yiey4.tcs7sesszn key=25670 1274 i 9551EI OC2r2559Plect10=23po1gq..y n!c,2,..telD=Orilselar-200Pa2 , 5_of relocate the retail portion of the shop within eighteen (18) moths of taking control of the shop. The cost for this relobation will be your sole responsibility. You agree to remodel the kitchen portion of the shop to ensure all equipment is in working order and complies to Dunkin' Donuts standards. The cost for remodeling the kitchen is your sole responsibility. 4. ADR's development of the Barolav's location ADR will enter into a lease for the property at 141 Westminister Street, Providence, RI. ADR will construct a Dunkin' Donuts/ Togo's combo shop at this„jocation at ADR's sole expense. This shop will be ettuipped and 4eiigned ...operate Dunkin' Donuts/ Togo's franchise to ADR's • standards and specifications. ADR will be responsible for obtaining the necessary zoning approvals and permits to assume day-to-day management of the remodel project for this shop. You agree that all leasehold improvements to the shop shall be . ADR's leasehold improvements. ADR will ensure compliance with the Americans with Disabilities Act and any and all other laws. The remodel shall include: • • • • • • • • • • Professional Services (legal, architectural, etc) Permitting Demolition (if applicable) Removal of Debris Construction Labor Construction Materials Site Work Landscaping (if applicable) Paving (if applicable) Equipment including a POS system ADR will provide no guarantee on the equipment, however we will assign to you any manufacturer's or installer's warranties we have on the new equipment. All equipment will meet ADR's standards and specifications. Although ADR will consult with you regarding the remodel plans, you agree that the design and sequencing of the construction is at ADR's sole discretion. ADR will provide you with a new multi-brand franchise agreement for a term of twenty (20) years from the date you take control of this shop. The BARK 00318 Mao 20 10 02:00p rear Irwin Barkan 802-496 - 89 86 [https:liv51exyanttc.qD36eicuston -C.Blomr€Vinnerviewics?..sessioniy=25§70 1 .27.4. 19.018_1002655objectID -, 2qp0 1 .00 weekly franchise fee for the twenty (20) years is five point nine percent (5.9%) of all sales at or from the premises. Franchise fees of 5.9% of sales on Togo's for years one and two would be collected, however, 2% would be refunded to you and 3.9% would be added to the advertising fund for Togo's. Franchise fees for years three, four, and five would be collected however, 1% would be refunded to you and 3% would be added to Togo's advertising fund. The weekly advertising fee for the entire twenty (20) year term is five percent (5.0%) of all sales at the premises, plus any greater percent agreed upon by a majority of franchisees in the market. in addition,_ADR will provide you with a triple-net sublease for each shop. The annual rents for the shops will require $54,000.00 base rent plus 5% of annual Gross Sales at the location. The leases will require the base rent to increase 20% every five years. Real Estate Taxes: You must pay taxes monthly in advance. If taxes are paid in advance of the tax period, you will need to establish a prepaid tax account at closing. We will inform you of the exact amount prior to closing Common Area Maintenance and Other Charges: You will be required to pay a monthly advance payment of these charges (if applicable). * If for any reason ADR is unable or decides not to deliver'the franchise or lease for this location the purchase price will be chahged to $1,275,000.00. 5. Development Rights and Exclusive Territory ADR will provide you the exclusive territory (as defined by the attached map) to develop at least one additional Dunkin' Donuts/ Togo's combo shop and another Dunkin' Donuts shop. The cost to develop these shops will be at your expense, however ADR will provide the franchise agreements for these shops as part of the purchase price. The additional combo shop must be developed within 24 months of the closing. You will retain this territory and it's rights for a three (3) year period and as long as you meet this development schedule and you maintain an "A' rating as a franchisee. 6. Grand Opening Fee `BARK 00319 P. May 20 10 02:01p Irwin Barkan 802-496-6966 ADR Brands Overview Allied Domecq, based in England, has established itself as a formidable global consumer products company operating the world's second-largest spirits maker and one of the world's largest QSR franchises (Dunkin' Donuts, Togo's and Baskin-Robbins), combining for more than 11,000 locations worldwide. The company had over $3.1 Billion in revenues in 2000, including 5486 Million in QSR revenues and a pre-tax profit of $88 Million. Same store sales for all three brands exceeded 5% in 2000, outpacing the QSR segment. DUNKIN' DONUTS* Dunkin' Donuts is the largest coffee and baked goods chain in the world, selling 4.4 million donuts and 1.8 million cups of coffee daily, or a whopping 1.6 billion donuts sold on an annualized basis. Founded in 1950 in Quincy, Massachusetts by William Rosenberg, Dunkin' Donuts became part of ADR in 19S9.. It is famous for its many varieties of donuts and a wide range of bakery products - muffins, bagels, cinnamon buns and Munchkins donut hole treats. Dunkin' Donuts is also the place for beverages - choose from fresh hot coffee in nine flavors, or a refreshing Iced Coffee. There are over 5,000 distribution points worldwide. Approximately 3,600 of which are in the US. Key international markets include Asia-Pacific, Latin America, Canada and the Middle East. Baskin jaRobbins. • Baskin-Robbins is the world's largest ice cream franchise, with nearly 4,500 outlets in over 50 countries. It acquired by I. Lyons in 1973 (now part of Allied Damecq). Baskin-Robbins was founded in 1945 in Glendale, California, USA. Today there are more than 2,300 outlets in the U.S. Baskin-Robbins is famous for its innovative flavors, popular "Flavor of the Month" program and flavor library approaching 1,000 different offerings- Serving more than 10 million people each week, Baskin-Robbins develops and retails a full range of frozen ice cream treats such as ice cream cones, sundaes, shakes and its frozen-coffee line of Cappuccino, Kahlua, Mocha and Chocolate Blasts. All Baskin-Robbins ice cream products are produced to exact Baskin-Robbins secret recipe specifications. was GO/s vocrazatzczo - California's most loved sandwich brand. It has earned this distinction by providing high-quality, great tasting sandwiches for over 30 years. In 1968 a sandwich shop, Togo's Subs, was established near the San Jose State University campus in California_ In 1971, Mike Gabler, a former student purchased the Togo's is store, upgraded the menu, and changed the name to Togo's Eatery. There are now over 300 stores in the US, with approximately 60,000 Togo's sandwiches served every day. The Togo's menu offers "something for everyone", from traditional deli combinations to vegetarian selections and salads. The catering menu includes box lunches and party size sandwiches - which can be up to eight foot long. Togo's is committed to providing customers with quality food and fast, courteous service. Only the finest ingredients available are used - premium meats and the highest quality cheeses. Bread is baked daily at Togo's dedicated bakeries. 13 CIT 000110 May 20 10 02: Olp 802-496-6966 Irwin Barkan p . 10 AWED D'OMECA) QSR SIMPLE RESOURCE APPROPRIATION REQUEST (RAR) Contingency of Approval: Treasury Management Dept. Only Date Received: 67-3 RAR System Number: - This information is for internal purposes only. Providing this information to non-Allied Domecq QSR personnel may be a violation of the law. SIGN AND DATE HERE TO APPROVE (Please print name below signature) Nar: Steve Gabellieri efiruyor. ) 0.1 Grant Benson Na ,t.n Name: Gina Powers Betheny Blowers - Originator Na Date 11+1 Date - Maur Stet /2 Date /90 1-31L-e-SC-7----- 1. Summary of Request: APPRO\ PE PCIf(s) or Cost Center: 300273,310110. 310245, 307298, and 33 Location: 300273 - 183 Weybosset Street; Providence, RI 3 101 10 - 78 Dorrance Street; Providence, RIDATE: 310245 -75 Empire Street; Providence, RI 307298 - 66 Fountain Street; Providence, RI 337245 - 141 Westminister Street, ProvidencSiellATURP • NANCE Cda'oliVilITEE ()/ , x2a* Bullet Point Summary of Rea nest: Guaranteed financing in the amount of $1.5M through Tyco Capital for a term of 84 months. The project is broken down as follows: $750,000 - to acquire full producers - PC #300273 and PC #310110 (This will occur in late November 2001) $525,000 - to acquire satellites - PC #310245 and PC #307298 (This will occur in January 2002) $225,000 - to acquire DDiTE combo - PC #337245 (This will occur in February 2002 -Combo is Corporately Developed) $100,000 Project start up costs $400 000 - Upgr ade costs ----,... ...\. 1$2,13-66ATTOrr— a $ $500,000 - Less 25% equity injection „v $1,500,000 Total Financing Request - - 2. Re s uest Rationale and Back ound: Please see attached Tyco Capital credit write-up Weaknesses Strengths - Principals new to AD QSR business - Business savvy Managing Partner with multito be acquired were performing poorly ,'LShops unit• store experience Collateral - Family owned and operated shops - "A" locations, excellent DD brand awareness - TRW reporting 22/27 satisfactory accounts - Exclusive developnient rights - Projected DSC DUNK 00089 May 20 10 02:01p 802-496-6966 Irwin Barkan p . 11 - Sufficient capital available - Satisfactory Fleet Bank reference (No NSF's) Please see the attached Original RAR #01-010-024 O Assign 2 purchase options on the 4 DD shops to Irwin Barkan Provide a new development territory for 2 combos and 1 DD only shop • Corporately develop the new DD/TE combo, sign a new lease and provide the turn-key location • Enter into a prime lease (Barclay location) • Provide 2 new franchise agreements on Weybosset and Fountain locations. Require all 4 shops be remodeled by December 31, 2004. Amount of Request: $1,500,000 2. Financial information: PC #'s 300273, 310110, 310245, 307298, 337245 Ca pp 15 rate..1p06 gATetWasgra t!g;Ottlfi EleMiii -6.$41F166115:e.edi$::. . Receivables (A/R and Notes) DOI Net book value Guaranteed Lending Other Estimated Market Value Net Equity/(Exposure)• 57,900 0 30,000 0 1,792.300 1,704,400 0 0 1,500,000 0 3,550.200 2,050.200 Please complete lease information below if applicable (i.e., real estate deal, etc.) Leaidliifcii-- M - ar4,:.+--rSrt:PEicMitiIrkTropiaTeti Prime Years 1-5 (please note actual dates) Years 5-10 Years 10-15 etc yes yes ? ? ? ? ? 9 Options Sub-Lease * Years 1-5 (please note actual dates) Years 6-10 Years 11-15 Years 16 - 20 ? ? ? ? ? ? ? ? • Please describe circumstances behind any sublease below 10% in "Request Rationale and Background" above. 4. Details of Request: DUNK 00090 May 20 10 02:02p Irwin Barkan Franchisee Name ,_ Number of stores in network Franchisee Rating Brands 1(1' p. 12 802-496-6966 .. . Barka n 1, , Will own 5 A DD and TE r Shop Type FP's and Sat's Image Building Type Sq. Feet # Parking Spaces # Seats Drive Thru yin Gray to RBI ... , 5. Risk Level: Explain: The risk of this deal is moderate now that AD .QSR will be guaranteeing 75% of the total , projects.IfMBaknhouldet5-srnwok,ADQSRuldbeigato make whole Tyco Capital. However, our net equity position remains positive even with the guaranteed financing. The projected sales and positive DSC are reasonable. Now that the same owner will be ----iTiairicheeW-711`,52;Cible to focus on the locations and grow operating and managing the stores inPro them to theirfull potential in sales. The buyer of the network is an excellent candidate to join the AD QSR business. Granted he may have little QSR experience, but the man has been in business 25 years and has the knowledge and ability to improve . store conditions, make efficient store layouts and to employ the right management teams to operate his stores. If he were not business savvy, Mr. Barkan would not have net worth of over $6M. According to the original RAR, "The criteria for entry into this market was to recruit a professional, well capitalized individual that is able and committed to operating the existing asset base at the highest standards while growing the market through multi-branding." Irwin Barkan fits the criteria and with the support and help of his family, will grow the Providence Central Business District to its highest capacity of AD QSR's brands. 6. Alternatives/Workout Plan (where applicable): Explain: DUNK 00091 Mai 20 10 02:02p Irwin Barkan 802 - 496 - 6966 p.13 > TOTAL SALES $1,792.3 The'above sales figures are considered very low by Dunkin standards, especially when compared to other Providence Dunkin shops. Sales per unit are less than half of the average volume for the 185 Dunkin shops in the Providence area - average unit volume is $21.0/week, or $1.0 million annually. Thus, the LLC projects revenues to nearly double in the first year "1.-.,of operations: Total projected sales Year 1: $3,550.2 (98% increase); 2.07 DSC > Total projected sales Year 2: $5,171.9 (46% increase); 3.87 DSC > Total projected sales Year 3: $5,663.6 (10% increase): 4.30 DSC The LLC plans to increase sales and reduce expenses by: > > > > > > > > Expand and relocate the Fountain shop by Year 2 Add cosmetic improvements/equipment upgrades to all shops Increase operating hours Add a single central kitchen Improved/trageted marketing Improved P.O.P. marketing Replace managers/employees where necessary; improve morale. Improved operating expense management FIRM HISTORY DD BARRAN LLC The LLC was formed by Barkan family members to operate Allied QSR brands. The Managing Partner of DD Barkan is Irwin J Barkan and ownership interests are. distributed among the immediate Barkin families of Irwin, Abram and Martin Barkan. The LLC has signed a Purchase and Sale agreement to acquire (4) existing Dunkin Donuts shops and (1) combo Dunkin/Togo's (to be constructed by Allied), all located in Providence RI. The LLC has also acquired the exclusive development rights to the Providence Central Business District and will develop a minimum of (2) additional stores over the next three years. The shop acquisitions will occur in three phases. The $750.0 acquisition of the full Producers, Weybosset Street and Dorrance Street, is expected to take place by late November 2001. The $525.0 acquisition of the satellites, Empire Street and Fountain Street, is expected to take place January 2002. The final acquisition, the $225.0 turnkey combo shop built by Allied, will EIl 1 E take place February 2002. IRWIN J BARMAN Irwin Barkan has . 25 years of diverse business experience; 18 years as a business owner, manager and investor in retail, real estate and e-commerce operations. From 1996-00, Mr Barkan developed, financed and .operated a group of Save-A-Lot Supermarkets as Managing Partner of New England Food Associates LLC. The stores were developed from ground up and annual sales grew tram $0 to $20.0MM in annualized sales in 48 months. In April 2000, the stores were sold to Super Valu, the US's largest food wholesaler/retailer. Other enterprises Mr Barkin has been involved with include: > IJ Barkan Inc (1984-present), a full service real state company started in 1984. The company developed and managed over 2.0 million sf of retail space throughout New England (mainly grocery/discount store anchored community shopping centers). > IJB Retailers (1984-1990), a regional master franchise for MailBoxes, etC and a chain of self service laundries owned 100% by the Barkan family_ Mr Barkan is involved in a number of civic/trade activities including the DUNK 00094 Irwin Barkan p. 14 802-496-6966 American Society of Real Estate Counselors, and was Co-chair of the National Building Owners and Managers Association National Convention in 1984. Mr Darken has appeared on MSNBC to comment on e--commerce. Mr Barkan is also the General Partner Of Haverhill Plaza Associates, owner of a 63,000 sf shopping center. That company generated $929.6 in 2000 revenues. LOCATION The LLCs exclusive development area is in a mature and thriving .office, retail and hotel market comprising 6.0 million sf of office space, 12,000 business establishments and 154,000 employees within a 5 minute driving time trade area with very heavy vehicular and foot traffic volumes, Providence has enjoyed a resurgence over the last decade, acquiring the nickname of 'Renaissance City'. Downtown Providence has been transformed by a decade long $1.5 billion facelift that is considered to be one of the most successful urban redevelopments in recent history. Providence has also experienced a significant increase in population (8% over 1990), while other urban areas of New England experienced static/negative growth. Providence. isnowthecdlargstiynNewEglad. COMPETITION There are currently 23 Dunkin shops within Providence. Dunkin's closest competition is HoneyDew Donuts with 4 stores, Starbucks with 2 stores and Bess Eaton with 1 store_ Krispy Kreme does not operate in the area. None are located in the Central Business District. RECOMMENDATION .Analyst recommends APPROVAL, noting the following: (+) Business savy Managing Partner with multi-unit store experience. V. (+) Family owned and operated shops. (+) 'A' locations; excellent Dunkin brand awareness. 4,2 (+) Exclusive development rights to Providence Central Business District.. (+) Allied UNL support. (+) Projected DSC. (+) Sufficient capital available_. `W. .(0-) Satisfactory Fleet Bank reference_ (2) accts opened 6/97;. both ave low five figures. No NSFs. Obligor/principals new to Allied QSR business. (-) Shops to be acquired perforMing poorly. 3/7 (-) Collateral. 0! (-) TRW reporting 22/27 satisfactory accounts. Vie CONDITIONS 1. Copy of franchise agreement, term to match or exceed term of loan. 2. Cony of lease, term to match or exceed term of loan. 3. Copy of LLC agreement, term to match or exceed term of loan_ 4. Satisfactory documentation, including first lien filing on business assets.. 5. Allied UNL support. 6. PG of Irwin J Barkan. 7. Purchase and sale agreement_ 8. verification of business name, address and status. DUNK 00095 May 20 10 02:03p Irwin Barkan 002 - 49G-G9GE Store-by-Store Operational Plan The existing stores arc all currently significantly under performing and have received failing grades from ADR. DDB has devised a specific store-by-store operational plan which will significantly revenues and decrease store expense ratios. DUB projects that sales volumes of the four (4) existing stores will increase by AT LEAST 20% (to nt program. The projected sale increases $2 200 000) FROM CY 2000 TO CY 2002 uner otir management are in line with the current franchisees' reports and Dunkin' Donut system growth rates without taking into consideration the extensive marketing initiatives to implemented on behalf of these stores. DDB has identified the following issues at all four existing stores: • Poor Store Conditions. ▪ Labor cost and expense ratios which are much higher than typical Dunkin' Donut system expenses. • Unit sales significantly lower than typical Dunkin' Donut system stores. The CY 2002 performance of these stores will rely on these measures put into place by DDB at all four existing stores: • Adjust work schedules to lower labor costs while maintaining effective operations. • Review food production procedures to reduce waste and improve overall production procedures and product appearance. • Conduct equipment analysis and repair and replace damaged or missing equipment. • Replace managers where necessary and retrain staff in basic Dunkin' Donuts operational procedures. • Improve staff moral and adherence to proper teamwork. • Implement new cleaning schedules. • Improve the overall store appearance by updating the exterior and interior with new promotional advertisements including POS materials. • Implement camera security program. • Extend hours of operation. • Utilize the operational efficiencies of a single central kitchen to support the market. Additionally, DDB will address these specific individual store issues: 183 Weybosset Street, Providence, RI This store is well-located on a busy downtown street but currently suffers from the following problems: • A poor visual layout relating to the poor use of the existing storefront and interior store area for signage. • Visual blight associated with a poorly maintained sidewalk planter located directly in front of the store. • Poor store conditions. 20 CIT 0001i7 May 20 10 02:03p -^, Irwin Barkan 802 - 49G—G9GE p. 1G le Financial Projections DDB has provided a Statement of Projected Income and Cash Flows and Management Program Budget for review. This analysis was prepared by DDS's CFO, who has extensive experience in the financial operations of Dunkin' Donuts stores and the other ADR Brands. Projected Income & Cash Flows (Five Years) These projections were prepared with a thorough review of the historical sales and operating expenses of : these stores and our knowledge of the financial benchmarks that properly managed Dunkin' Donuts store should achieve. 1 It should be noted that the four existing stores received the lowest quality grades (Weybosset and Dorra.nce received a 'B' grade, Empire and Fountain received a 'C' grade) that the franchisor can deliver, reflecting a serious breakdown in the management operations of these stores. With this in mind, DDB is utilizing the following primary business assumptions in its financial projections: • Increasing Sales 20% in Year One and 25% in Year Two, followed by an annual sales increase of 8% (commiserate with Dunkin' Donuts and ADR system operations). • Projecting cost of food (21%) and payroll (24%) at 45%. This is a key COS parameter within the Dunkin' Donuts and ADR system, reflecting a properly managed store and was not being achieved by the current franchisees, • Projecting the historical operating expenses, although DDB believes that several line items associated with utilities, cleaning and rubbish removal appear to be too high for these stores. DDB believes this could be an area of potential savings although not projected in the financial analysis. DDB believes its Management Program will achieve the projected sales increase for the following reasons: • The current sales figures are more than 50% below the average per unit sales achieved in the Dunkin' Donuts system in the Providence Marketing area. After the Year One increase the weekly gross sales of the stores will range from $8,000 — $12,800, still far below the median sales figures of the Dunkin' Donuts stores in the Providence Marketing area (523,000 ±). • The existing stores suffer from poor store conditions, which will be corrected by DDB. • The stores suffer from poor use of P.O.P. merchandising, which DDB will correct. • The existing stores do not operate as long as typical Dunkin' Donuts stores, DDB will increase store hours. • DDB believes the stores are currently poorly managed and will retrain and replace store managers employees when necessary. • DDB will implement an aggressive marketing and advertising campaign to reintroduce the upgraded and properly functioning stores to the public. • DDB will implement direct marketing efforts to secure catering opportunities from nearby offices. DDB believes this represents a major source of revenue that the previous franchisees failed to leverage. • The Fountain Street store is grossly undersized store is not fulfilling its sales potential on one of the CBD's busiest streets. DDB projects it will expand or relocate this store by Year Two. • The Weybosset Street store currently suffers from poor signage and visual blight along its sidewalk. DD/3 is taking steps to immediately correct this problem • The Weybosset Street store will benefit from the recent opening (in September) of the 180,000 S/F Johnson & Wales dormitory hall located directly across the sheet. and 27 C1T 000124 May 20 10 02:04p Irwin Barkan 802-496-6966 p. 17 Assumptions relating to the opening of new stores and other considerations include: DDB will open the combination Dunkin' Donuts — Togo's store in Year One and has utilized sales volume commiserate with ADP. system operations. DDB projects it will open a combination Dunkin' Donuts — Togo's store in Providence Place in Year Two and has utilized sales volume commiserate with ADP- system operations. • DDB projects it will open a Dunkin' Donuts store on South Main Street in Year Three and has utilized sales volume commiserate with ADR system operations. The food, labor and operational costs have been lowered to match the ADR and Dunkin' Donuts system operations. DDB believes it can adhere to these cost ratios given the strength of its management team. • A loan amount of $1,500,000 with an interest rate of 7.25% with a term of 7 years has been utilized for this analysis. Key Ratios ear One: TotaLs 111—‘.2"S Totals Sales: COS: Gross Profit: Operating Expenses: Operating Income: $3,550,157 $2,411,353 $1,138,804 $689,012 $449,792 EBITA: $589,792 Debt Service: $254,701 COVERAGE RATIO 2.32 (67.9%) (32.0%) (19.4%) (12.7%) Ng 1 3 5'6-0 tti i! 36-0 //'. 28 CIT 000125 May 20 10 02:04p Irwin Barkan 802-496-6966 p. 18 MARKETING & SALES STRATEGY DDB has extensively analyzed the business opportunity and formulated an operational and marketing program to substantially increase stores revenues and lower expenses, including: • improve the operational quality of the existing four stores to an 'A' rating through compliance with ADR operational standards, improved management, upgraded equipment, a team-oriented retraining program, improved customer service and new cleaning schedules. • Provide cosmetic upgrades to the existing four stores, including updated promotional and P.O.P. materials to all the stores and new signage to the Weybosset Street store. • Improve the customer flow of the Empire and Dorrance Street stores with new customer entrances. • • Bring labor and food costs to the typical ADR range of 45% of total sales. Implement an aggessive marketing plan to reintroduce the upgraded stores to the market. Expand or relocate the Fountain Street store, which is badly undersized and unable to leverage its excellent retail location. Open a combination Dunkin' Donuts - Togo's store to leverage the available lunch business from the nearby office towers. Current store revenues Existing stores volumes for 1999- 2000 as reported by prior owners were: Empire 364,429 Fountain 413,132 Dorrance 557,402 Weybosset 457,357 Total L792,323 T. These sales volume figures are considered to be extremely low by Dunkin' Donuts standards, especially when compared to the entire Providence Marketing area, considered the best performing marketing in the U.S. • Sales per unit are less than half of the average volume for the 185 Dunkin' stores in the Providence Marketing area, despite prime locations and modest competition. • The average unit volume in the Providence Marketing area is $21,000 per week, or $1,100„000 annually. • Substantial numbers of Rhode Island stores achieve revenues of $1.5 million and higher. Other than unit size and drive thru limitations, DDB should increase store sales, at a minimum, to the system-wide averages. • Current Net Income at store level is significantly below typical DD system levels. Information supplied by franchisees to DDB indicates a typical range of store level ErwrDA at 15-25% of sales, subject to fixed costs, efficient central kitchen operations and product mix. DDB expects to immediately improve store level profitability and has demonstrated a track record in retail businesses. Specific financials projections are located in the Selected Financial Data section of this Offering 19 • BARK 00184