UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 30, 2007.
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
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Commission File Number: 000-51535
CARIBOU COFFEE COMPANY,
INC.
(Exact name of registrant as
specified in its charter)
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Minnesota
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41-1731219
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3900 Lakebreeze Avenue North
Brooklyn Center, Minnesota
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55429
(Zip Code)
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(Address of principal executive
offices)
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Registrants telephone number, including area code:
(763) 592-2200
Securities Registered Pursuant to Section 12(b) of the
Act:
None
Securities Registered Pursuant to Section 12(g) of the
Act:
Common Stock, $0.01 Par Value Per Share
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
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No
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Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
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No
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Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes
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No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation of S-K is not contained
herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K.
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller reporting
company
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
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No
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The aggregate market value of voting and non-voting common
equity held by non-affiliates of the Registrant was
approximately $51,321,396 as of July 1, 2007, based upon
the closing price on the Nasdaq Global Market reported for such
date. This calculation does not reflect a determination that
certain persons are affiliates of the Registrant for any other
purpose.
As of March 19, 2008, there were 19,370,590 shares of
the registrants Common Stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the
registrants Annual Meeting of Shareholders, to be held on
August 6, 2008 have been incorporated by reference into
Part III of this Annual Report on
Form 10-K.
PART I
Founded in 1992, we have developed into the second largest
company-operated gourmet coffeehouse operator in the United
States based on the number of coffeehouses operated. As of
December 30, 2007, we had 484 coffeehouses, including 52
franchised locations. Our coffeehouses are located in
16 states, the District of Columbia and international
markets. Our coffeehouses focus on creating a unique experience
for our customers through the combination of our high-quality
products, distinctive coffeehouse environment and customer
service. Our products include high-quality gourmet coffee and
espresso-based beverages, specialty teas, baked goods, whole
bean coffee, branded merchandise and related products. To
maintain product quality, we source the highest grades of
Arabica beans, craft roast beans in small batches to achieve
optimal flavor profiles and enforce strict packaging and brewing
standards.
We consider our roasting methods essential to the flavor and
richness of our coffee and, therefore, essential to our brand.
If our competitors copy our roasting methods, the value of our
brand may be diminished, and we may lose customers to our
competitors. In addition, competitors may be able to develop
roasting methods that are more advanced than our roasting
methods, which may also harm our competitive position.
Additionally, we sell our high-quality whole bean and ground
coffee to grocery stores, mass merchandisers, office coffee
providers, airlines, hotels, sports and entertainment venues,
college campuses and on-line customers.
A key part of our business expansion is the development of a
national brand presence through brand licensing agreements. We
have partnered with prominent regional and national brands to
develop premium co-branded coffee related products such as ice
cream, snack bars and ready-to-drink iced coffees. We are
continuing to seek opportunities to develop co-branded premium
coffee related products with other consumer product brands,
which will expand the Caribou Coffee brand presence.
Our business is not diversified and consists of buying, blending
and roasting coffee beans and operating gourmet coffeehouses.
Consumer preferences often change rapidly and without warning,
moving from one trend to another among many product or retail
concepts. Shifts in consumer preferences away from the gourmet
coffee segment would have a material adverse effect on our
results of operations. Our continued success will depend in part
on our ability to anticipate, identify and respond quickly to
changing consumer preferences and economic conditions.
Segment
Financial Information
We have three reportable operating segments: retail, commercial
and franchise. Financial information about our segments is
included in Note 17 to our consolidated financial
statements included in Item 8 of this Annual Report on
Form 10-K.
Retail.
As of December 30, 2007, we
operated 432 company-operated coffeehouses located in
16 states and the District of Columbia, including 208
coffeehouses in Minnesota and 57 coffeehouses in Illinois. We
focus on offering our customers high-quality gourmet coffee and
espresso-based beverages, and also offer specialty teas, baked
goods, whole bean coffee, branded merchandise and related
products. We believe we provide a unique experience for our
customers through the combination of our high-quality products,
distinctive coffeehouse environment and customer service. Our
coffeehouse environment is driven by our distinctive coffeehouse
design, which resembles a mountain lodge and provides an
inviting and comfortable atmosphere for customers who wish to
gather and relax while also providing convenience for take-out
customers focused on quick service. Our coffeehouse staff
provides consistent and personal service in a clean, smoke-free
environment.
Our retail growth objective is to profitably build a leading
gourmet coffeehouse brand. The key elements of our retail growth
strategy include:
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Increasing our Comparable Coffeehouse Sales and Enhancing
Operating Margins.
We will continue our efforts
to increase our comparable coffeehouse sales, including
increasing our brand awareness through marketing efforts and
introducing new products and promotions. We believe that we have
strong brand
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awareness in markets where we have a significant coffeehouse
presence and that by building a similar coffeehouse base in
other metropolitan areas, we will be able to drive customer
awareness and comparable coffeehouse sales. As our comparable
coffeehouse sales increase, we expect our operating margins to
improve as we leverage our fixed expenses.
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Continue to Open New Company-Operated Coffeehouse
Locations.
We have opened
80 company-operated
locations in the past two fiscal years, including 20 coffeehouse
locations in 2007. We intend to further penetrate a number of
our existing markets by opening additional Company-operated
coffeehouses. In 2008, we intend to open five to ten new
Company-operated coffeehouses. We have reduced the number of new
stores we are opening in 2008 compared to 2007 as a response to
changes in our prototype, the site selection criteria and
changing market conditions. New coffeehouses may take longer to
reach profitability, and we may not be successful in operating
our new coffeehouses on a profitable basis.
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Commercial.
We sell our high-quality gourmet
whole bean and ground coffee to grocery stores, mass
merchandisers, office coffee providers, airlines, hotels, sports
and entertainment venues, college campuses and on-line
customers. This segment of our business continues to expand.
During our fiscal year ending December 30, 2007, the
commercial segment experienced sales growth of 44% versus the
prior fiscal year. Our growth strategy for the commercial
segment is to continue to build our existing relationships with
grocery stores and national office coffee providers and add new
points of distribution for our gourmet whole bean and ground
coffee.
As we seek to take advantage of opportunities with existing and
potential commercial customers, we may not be successful in
maintaining our existing commercial customers or attracting new
commercial customers. A large percentage of our commercial
business is concentrated in a small number of customers, and we
expect that this concentration will continue in the future.
Consequently, the loss of any one customer in this area could
have a significant adverse impact on our commercial business.
Franchise.
We opened our first franchised
coffeehouse in 2004 and as of December 30, 2007, we have
expanded the number of franchised coffeehouses to 52 with 40 of
the franchised coffeehouses in international markets. We intend
to franchise Caribou Coffee branded coffeehouses both
domestically and internationally, where we believe there are
significant opportunities to grow our business with qualified,
multi-unit
franchise development partners. In 2007, we expanded our
franchise coffeehouse kiosk program to include a store
within a store concept where a Caribou Coffee branded
coffeehouse is operated within a grocery store, specialty retail
or college campus. We opened several of these store within
a store coffeehouses in 2007 and have secured franchise
partners for several more locations to be opened in 2008. In
2008, we are expecting to open
30-40
franchised coffeehouses in both domestic and international
markets.
As part of our growth strategy, we will continue to seek
franchisees to operate coffeehouses under the Caribou Coffee
brand in both domestic and international markets. The success of
these franchisees will be affected by the different local
competitive conditions, consumer tastes and discretionary
spending patterns, as well as our ability to generate market
awareness of the Caribou Coffee brand in these new markets.
Moreover, a franchisee may not be able to operate their
coffeehouses profitably which may affect the franchisees and our
ability to develop coffeehouses in that market in the future. We
believe that our ability to recruit, retain and contract with
qualified franchisees will be increasingly important to our
operations as we expand. Our franchisees are dependent upon the
availability of adequate sources of financing in order to meet
their development obligations. Such financing may not be
available to our franchisees, or only available upon
disadvantageous terms. Our franchise strategy may not enhance
our results of operations.
Coffeehouse openings contemplated under our existing franchise
agreements or any future franchise agreement may not open on the
anticipated development schedule or at all. Expanding through
franchising exposes our business and brand to risks because the
quality of franchised operations will be beyond our immediate
control. Even if we have contractual remedies to cause
franchisees to maintain operational standards, enforcing those
remedies may require litigation and therefore our image and
reputation may suffer, unless and until such litigation is
successfully concluded.
As part of our growth strategy, we will continue to seek
franchisees to operate coffeehouses internationally under the
Caribou Coffee brand. As a result, our business and operations
will be increasingly subject to the risk of
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changes in economic conditions and, to a lesser extent, changes
in social and political conditions inherent in foreign
operations, including changes in U.S. laws and regulations
relating to foreign trade and investment.
Purchasing
Our principal raw material is coffee beans. We typically enter
into supply contracts to purchase a pre-determined quantity of
coffee beans at a fixed price per pound. These contracts with
individual suppliers usually cover periods up to a year. As of
December 30, 2007, we had commitments to purchase coffee
beans at a total cost of $6.9 million through December
2008, or roughly 36% of our anticipated coffee bean requirements
for 2008. We will purchase the remainder of the coffee beans we
need in the market at negotiated prices or under additional
supply contracts we enter into during the next year.
The supply and price of coffee beans is subject to significant
volatility. Although most coffee beans are traded in the
commodity market, the high-grade Arabica coffee beans we need
generally trade at a substantial premium, depending upon the
supply and demand at the time of purchase. Supply and price can
be affected by multiple factors in the producing countries,
including weather, natural disasters, political and economic
conditions or civil unrest or strikes. In addition, coffee bean
prices have been affected in the past, and may be affected in
the future, by the actions of certain organizations and
associations that have historically attempted to influence
commodity prices of coffee beans through agreements establishing
export quotas or restricting coffee supplies worldwide. Our
ability to raise sales prices in response to rising coffee bean
prices may be limited, and our profitability could be adversely
affected if coffee bean prices were to rise substantially.
Passing price increases on to our customers could result in
declining sales or margins in the future. Similarly, rapid sharp
decreases in the cost of coffee beans could also force us to
lower sales prices before we have realized cost reductions in
our coffee bean inventory.
Our second largest raw material is dairy. We obtain our dairy
products from regional dairy suppliers. In our established
markets, we generally have arrangements with a dairy supplier
under which we purchase for fixed prices based upon the
commodity price plus a percentage. The price of dairy products
is subject to significant volatility.
We obtain the majority of our other non-coffee products,
including specialty teas, paper and plastic goods and food
items, from regional or national vendors. The cost, availability
and quality of non-coffee raw ingredients for our products are
subject to a range of factors. Fluctuations in economic and
political conditions, weather and demand could adversely affect
the cost of our ingredients. We have limited supplier choices
and are dependent on frequent deliveries of fresh ingredients,
thereby subjecting us to the risk of shortages or interruptions
in supply. Our ability to raise sales prices in response to
increases in prices of these non-coffee raw ingredients may be
limited, and our profitability could be adversely affected if
the prices of these ingredients were to rise substantially.
In the event of war or acts of terrorism, or if either is
threatened, our ability to obtain merchandise available for sale
in our coffeehouses may be negatively affected. We import a
substantial portion of our merchandise from other countries. If
imported goods become difficult or impossible to bring into the
United States, and if we cannot obtain such merchandise from
other sources at similar costs, our sales and profit margins may
be adversely affected.
Competition
Our primary competitors for coffee beverage sales are other
gourmet coffee shops and restaurants. In all markets in which we
do business, there are numerous competitors in the gourmet
coffee beverage business, and we expect this situation to
continue. Starbucks is the gourmet coffeehouse segment leader
with approximately 8,800 locations in the United States and
approximately 3,600 locations internationally. Our primary
competitors in addition to Starbucks are regional or local
market coffeehouses, such as Dunn Brothers in the Minneapolis
market. We also compete with numerous convenience stores,
restaurants, coffee shops and street vendors as well as quick
service restaurants such as Dunkin Donuts and
McDonalds. As we continue to expand geographically, we
expect to encounter additional regional and local competitors.
We believe that our customers choose among gourmet coffeehouses
based upon the quality and variety of the coffee and other
products, atmosphere, convenience, customer service and, to a
lesser extent, price. Although we believe consumers
differentiate coffee brands based on freshness (as an element of
coffee quality), to our knowledge, few significant competitors
focus on craft roasting and product freshness in the same manner
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Caribou Coffee. We spend significant resources to differentiate
our customer experience, which is defined by our products,
coffeehouse environment and customer service, from the offerings
of our competitors. Despite these efforts, our competitors still
may be successful in attracting our customers.
Competition in the gourmet coffee market is becoming
increasingly intense as relatively low barriers to entry
encourage new competitors to enter the market. The financial,
marketing and operating resources of these new market entrants
may be greater than our resources. In addition, some of our
existing competitors have substantially greater financial,
marketing and operating resources. Our failure to compete
successfully against current or future competitors could have an
adverse effect on our business, including loss of customers,
declining net sales and loss of market share.
We also face intense competition in the expansion of our
franchise program as the number of franchising alternatives for
potential franchisees increases. We will continue to seek
franchisees to operate coffeehouses under the Caribou Coffee
brand in both domestic and international markets. We believe
that our ability to recruit, retain and contract with qualified
franchisees will be increasingly important to our operations as
we expand. Along with our high-quality products, our unique
coffeehouse environment and our exceptional customer service, we
believe that our innovative development of the store
within a store kiosk program will allow us to
differentiate ourselves from other franchise offerings.
In our commercial business, we face competition from a number of
large multi-national consumer product companies including Kraft
Foods Inc., Nestle Inc. and Proctor & Gamble, as well
as, regional gourmet coffee bean companies. As we seek to expand
our opportunities with existing and potential commercial
customers, we may not be successful.
We also compete with numerous other retailers and restaurants
for retail real estate locations for our coffeehouses.
Service
Marks and Trademarks
We regard the Caribou Coffee Brand and related intellectual
property and other proprietary rights as important to our
success. We rely on a combination of trademarks, copyrights,
service marks, trade secrets and similar rights to protect our
intellectual property. We own several trademarks and service
marks that have been registered with the U.S. Patent and
Trademark Office, including Caribou Coffee, Reindeer Blend and
other product-specific names. We also use our trademarks and
other intellectual property on the Internet. We have
applications pending with the U.S. Patent and Trademark
Office for a number of additional marks, including Mahogany,
Hoof Mints and Caribou Iced Coffee. We have registered or made
application to register one or more of our marks in a number of
foreign countries and expect to continue to do so in the future
as we expand internationally. There can be no assurance that we
can obtain the registration for the marks in every country where
registration has been sought.
Our ability to differentiate the Caribou Coffee brand from those
of our competitors depends, in part, on the strength and
enforcement of our trademarks. We must constantly protect
against any infringement by competitors. If a competitor
infringes on our trademark rights, we may have to litigate to
protect our rights, in which case, we may incur significant
expenses and divert significant attention from our business
operations.
Employees
As of December 30, 2007, we employed a workforce of
6,616 people, approximately 1,603 of whom are considered
full-time employees. None of our employees are represented by a
labor union. We consider our relationship with our employees to
be good.
Government
Regulation
Our coffee roasting operations and our coffeehouses are subject
to various governmental laws, regulations and licenses relating
to health and safety, building and land use, and environmental
protection. These governmental authorities include federal,
state and local health, environmental, labor relations,
sanitation, building, zoning, fire, safety and other departments
that have jurisdiction over the development and operation of
these locations. Our roasting facility is subject to state and
local air quality and emissions regulations. We believe that we
are in
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compliance in all material respects with all such laws and
regulations and that we have obtained all material licenses that
are required for the operation of our business. We are not aware
of any environmental regulations that have or that we believe
will have a material adverse effect on our operations. Our
activities are also subject to the American with Disabilities
Act and related regulations, which prohibit discrimination on
the basis of disability in public accommodations and employment.
Changes in any of these laws or regulations could have a
material adverse affect on our operations, sales, and
profitability. Delays or failures in obtaining or maintaining
required construction and operating licenses, permits or
approvals could delay or prevent the opening of new coffeehouse
locations, or could materially and adversely affect the
operation of existing coffeehouses.
Seasonality
Our business is subject to seasonal fluctuations, including
fluctuations resulting from weather conditions and holidays. A
disproportionate percentage of our total annual net sales and
profits are realized during the fourth quarter of our fiscal
year, which includes the December holiday season. In addition,
quarterly results are affected by the timing of the opening of
new coffeehouses, and our rapid growth may conceal the impact of
other seasonal influences. Because of the seasonality of our
business, results for any quarter are not necessarily indicative
of the results that may be achieved for the full fiscal year.
Available
Information
Our website is located at www.cariboucoffee.com. Caribou Coffee
Companys
Form 10-K
reports, along with all other reports and amendments filed with
or furnished to the Securities and Exchange Commission
(SEC), are publicly available free of charge on
Caribou Coffee Companys website at www.cariboucoffee.com
accessed the
Home
page through the
Investors
section or at www.sec.gov as soon as reasonably
practicable after these materials are filed with or furnished to
the SEC. The Companys corporate governance policies,
ethics code and Board of Directors committee charters are
also posted within this section of our website. The information
on the Companys website is not part of this or any other
report Caribou Coffee Company files with, or furnishes to, the
SEC.
Certain statements we make in this filing, and other written
or oral statements made by or on our behalf, may constitute
forward-looking statements within the meaning of the
federal securities laws. Words or phrases such as should
result, are expected to, we
anticipate, we estimate, we
project, we believe, or similar expressions
are intended to identify forward-looking statements. These
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
historical experience and our present expectations or
projections. We believe that these forward-looking statements
are reasonable; however, you should not place undue reliance on
such statements. Such statements speak only as of the date they
are made, and we undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of
future events, new information or otherwise. The following risk
factors, as well as the risks detailed in the
Business section and others that we may add from
time to time, are some of the factors that could cause our
actual results to differ materially from the expected results
described in our forward-looking statements.
Risks
Related to Our Business
We
have a history of net losses and may incur losses in the
future.
We have incurred net losses in each of the last two fiscal years
and in all but two years since our inception in 1992. Our net
losses were $30.7 million and $9.1 million for the
years ended December 30, 2007 and December 31, 2006,
respectively. We may continue to incur net losses, and we cannot
assure you that we will be profitable in future periods.
We will continue to incur significant operating expenses to grow
our business and the number of our coffeehouses. Accordingly, we
will need to increase our net sales at a rate greater than our
expenses to achieve profitability. We cannot predict whether we
will become profitable in future periods. Furthermore, we may
not be able to return to profitability if we are unable to
terminate, sublease or otherwise dispose of any underperforming
locations. Even if we become profitable, we may not be able to
sustain profitability.
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We may
need to raise additional capital in order to continue to grow
our business, which subjects us to the risks that we may be
unable to maintain or grow our business as planned or that our
shareholders may be subject to substantial additional dilution.
We are also subject to protective covenants that may restrict
growth potential.
We may need to raise capital in order to continue to expand our
business and open new coffeehouses. We do not know if we will be
able to raise additional financing or financing on terms
favorable to us. If adequate funds are not available or are not
available on acceptable terms, our ability to fund our
operations, develop and expand our business or otherwise respond
to competitive pressures would be significantly impaired.
In addition, if we raise additional funds through the issuance
of equity or convertible or exchangeable securities, the
percentage ownership of our existing shareholders will be
reduced. These newly issued securities may have rights,
preferences and privileges senior to those of existing
shareholders.
Our revolving credit facility contains restrictive covenants and
requirements that we comply with certain financial ratios. These
covenants limit our ability to take various actions without the
consent of our lenders, including the incurrence of additional
debt, the guaranteeing of certain indebtedness and engaging in
various types of transactions, including mergers and sales of
assets, paying dividends and making distributions or other
restricted payments, including investments. These covenants
could have an adverse effect on our business by limiting our
ability to take advantage of business opportunities. Failure to
maintain the covenants required by our revolving credit facility
could result in acceleration of our indebtedness under the
revolving credit facility. Our inability in the future to comply
with the covenant requirements under the revolving credit
facility and to obtain a waiver of such violations could impair
our liquidity and limit our ability to operate.
We may
need to record additional impairment losses in the future if our
stores operating performances do not
improve.
We continually review our coffeehouses operating performances
and evaluate the carrying value of their assets in relation to
their expected future cash flows. In those cases where
circumstances indicate that the carrying value of the applicable
assets may not be recoverable, we record an impairment loss
related to the long-lived assets. We recorded an impairment loss
of $7.9 million and $10.4 million related to 27 and 36
coffeehouses for the fourth quarter 2007 and fiscal year 2007,
respectively. If our coffeehouse operating performance does not
improve in the future, the carrying value of our coffeehouse
assets may not be recoverable in light of future expected cash
flows. This may result in our need to record additional
impairment losses in certain markets where our coffeehouses
operate that could have a materially adverse effect on our
business, financial condition and results of operations.
We are actively managing our leased real estate portfolio and
closing those underperforming coffeehouses where we have been
able to negotiate an appropriate termination or sublease the
locations to third parties. However, we may not be able to
negotiate favorable lease termination terms or find third
parties who desire to sublease these locations. As a result, we
may continue to incur losses at some underperforming
coffeehouses. Many factors impact our ability to close
underperforming coffeehouses, including, local economic
conditions, the amount of local real estate available for rent
and the general real estate market deterioration.
We may
not be able to renew leases or control rent increases at our
retail locations or obtain leases for new
coffeehouses.
Our coffeehouses are all leased. At the end of the term of the
lease, we may be forced to find a new location to lease or close
the coffeehouse. Any of these events could adversely affect our
profitability. We compete with numerous other retailers and
restaurants for coffeehouse sites in the highly competitive
market for retail real estate. As a result, we may not be able
to obtain new leases, or renew existing ones, on acceptable
terms, which could adversely affect our net sales and
brand-building initiatives.
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The
market price for our common stock may be volatile.
Our stock price has been, and is expected to continue to be,
highly volatile. There could be an immediate adverse impact on
our stock price as a result of:
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any future sales of our common stock or other securities;
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a decline in any month or quarter of our net sales or earnings;
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a decline in any month or quarter of comparable sales;
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a deviation in our net sales, earning or comparable store sales
from levels expected by securities analysts;
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changes in financial estimates by securities analysts; or
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changes in market valuation of other companies in the same or
similar markets.
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In addition, the Nasdaq Global
Market
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has experienced extreme volatility that has often been unrelated
to the performance of particular companies. Future market
fluctuations may cause our stock price to fall regardless of our
performance. Such volatility may limit our future ability to
raise additional capital.
Recent
changes in our senior management may cause uncertainty in, or be
disruptive to, our business.
We have recently experienced significant changes in our senior
management. On November 12, 2007, Rosalyn Mallet was
appointed our interim Chief Executive Officer (following the
resignation of Michael Coles), and on January 10, 2008, our
former Chief Financial Officer resigned. We appointed Kaye
OLeary as our acting Chief Financial Officer, effective as
of January 11, 2008. These changes in our management may be
disruptive to our business, and, during the transition period,
there may be uncertainty among investors, vendors, employees and
others concerning our future direction and performance.
Moreover, our future success will depend to a significant extent
on our ability to identify, hire and retain key management
personnel going forward. If we are unable to identify and retain
effective permanent replacements for our key executives, our
results of operations and financial condition may be adversely
affected.
We are
susceptible to adverse trends and economic conditions in
Minnesota and the Upper Midwest.
As of December 30, 2007, 208, or 42%, of our coffeehouses
were located in Minnesota. An additional 84, or 17%, were
located in the states of North Dakota, South Dakota, Iowa,
Illinois and Wisconsin. Our Minnesota coffeehouses accounted for
approximately half of our company-operated coffeehouse net sales
during the year ended December 30, 2007. Our Minnesota,
North Dakota, South Dakota, Iowa, Illinois and Wisconsin
company-operated coffeehouses accounted for approximately 68% of
our coffeehouse net sales during the year ended
December 30, 2007. As a result, any adverse trends and
economic conditions in these states have a disproportionate
adverse impact on our overall results. In addition, given our
geographic concentration in these states, negative publicity in
the region regarding any of our coffeehouses could have a
material effect on our business and operations throughout the
region, as could other regional occurrences such as local
strikes, new or revised laws or regulations, adverse weather
conditions, natural disasters or disruptions in the supply of
food products
Complaints
or claims by current, former or prospective employees could
adversely affect us.
We are subject to the a variety of regulations which govern such
matters as minimum wages, overtime and other working conditions,
various family leave mandates and a variety of other laws
enacted, or rules and regulations promulgated, by federal, state
and local governmental authorities that govern these and other
employment matters. A material increase in the minimum wage and
other statutory benefits could adversely affect our operating
results. We have been, and in the future may be, the subject of
complaints or litigation from current, former or prospective
employees from time to time. These complaints or litigation
involving current, former or prospective employees could divert
our managements time and attention from our business
operations and might potentially result in substantial costs of
defense, settlement or other disposition, which could have a
material adverse effect on our results of operations in one or
more fiscal periods.
9
Our
disclosure controls and procedures may not prevent or detect all
errors or acts of fraud.
Our disclosure controls and procedures are designed to
reasonably assure that information required to be disclosed by
us in reports we file or submit under the Securities Exchange
Act of 1934 is accumulated and communicated to management,
recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and
Exchange Commission (SEC). We believe that any
disclosure controls and procedures or internal controls and
procedures, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. These inherent
limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by
collusion of two or more people or by an unauthorized override
of the controls. Accordingly, because of the inherent
limitations in our control system, misstatements due to error or
fraud may occur and not be detected.
If we
fail to maintain an effective system of internal controls over
financial reporting, we may not be able to accurately report our
financial results or prevent fraud. As a result, current and
potential shareholders could lose confidence in our financial
and other public reporting, which would harm our business and
the trading price of shares of our common stock.
Effective internal controls over financial reporting are
necessary for us to provide reliable financial reports and,
together with disclosure controls and procedures discussed
above, are designed to prevent fraud. If we cannot provide
reliable financial reports or prevent fraud, our brand and
operating results could be harmed. We may in the future discover
areas of our internal controls that need improvement. We cannot
be certain that any remedial measures we take will ensure that
we implement and maintain adequate controls over our financial
processes and reporting in the future. Any failure to implement
required new or improved controls, or difficulties encountered
in their implementation, could harm our operating results or
cause us to fail to meet our reporting obligations. Inferior
internal controls could also cause investors to lose confidence
in our reported financial information, which could have a
negative effect on the trading price of shares of our common
stock.
We
have a significant number of options outstanding to acquire
shares of our common stock that, when exercised, will dilute
existing shareholders and could decrease the market price of our
common stock.
We have a significant number of outstanding options to acquire
shares of our common stock at various price ranges. In addition
to the dilution our shareholders will experience once these
options are exercised, our shareholders could experience a
decline in the market price of our common stock from the sale of
these shares in the public market. The adoption of Statement of
Financial Accounting Standards, or SFAS, No. 123R,
Share-Based
Payment, issued in December 2004 by the Financial
Accounting Standards Board, or the FASB, requires us to record
stock-based compensation charges to earnings for employee stock
option grants commencing with our first quarter of 2006. The
negative impact of future equity based grants on the market
price of our common stock may be exacerbated by our adoption of
SFAS No. 123R, which has required us to increase
significantly the amount of compensation expense we record upon
such grants.
Changes
in other existing financial accounting standards or practices or
taxation rules or practices may adversely affect our results of
operations.
In addition to the impact on our earnings of
SFAS No. 123R, other changes in existing accounting or
taxation rules or practices, new accounting pronouncements or
taxation rules, or varying interpretations of current accounting
pronouncements or taxation practice could have a significant
adverse effect on our results of operations or the manner in
which we conduct our business. Further, such changes could
potentially affect our reporting of transactions completed
before such changes are effective.
10
Risks
Related to Our Structure
Arcapita
has substantial control over us, and could limit other
shareholders ability to influence the outcome of matters
requiring shareholder approval and may support corporate actions
that conflict with other shareholders
interests.
Our largest shareholder is an affiliate of Arcapita Bank B.S.C.
(c), a global investment group founded in 1997 with offices in
Atlanta, London and Bahrain. We refer to Arcapita Bank B.S.C.
(c) and its affiliates collectively as either Arcapita or
our majority shareholder in the
Form 10-K.
Arcapita beneficially owns 11,672,245 shares, or
approximately 60.3%, of the outstanding shares of our common
stock as of December 30, 2007. Arcapitas ownership of
shares of our common stock could have the effect of delaying or
preventing a change of control of us, could discourage a
potential acquirer from obtaining control of us, even if the
acquisition or merger would be in the best interest of our
shareholders, or could otherwise affect our business because of
our compliance with Shariah principles as described below.
This could have an adverse effect on the market price for shares
of our common stock. Arcapita is also able to control the
election of directors to our board. Two of the eight members of
our board of directors are representatives of Arcapita.
Our
compliance with Shariah principles may make it difficult for us
to obtain financing and may limit the products we
sell.
Arcapita operates its business and makes its investments in a
manner consistent with the body of Islamic principles known as
Shariah. Consequently, we operate our business in a manner
that is consistent with Shariah principles and will
continue to do so for so long as Arcapita is a controlling
shareholder. Shariah principles regarding the lending and
borrowing of money are complicated, requiring application of
qualitative and quantitative standards. A
Shariah-compliant company is prohibited from engaging in
derivative hedging transactions such as interest rate swaps or
futures, forward options or other instruments designed to hedge
against changes in interest rates or the price of commodities we
purchase. Also, a Shariah compliant company is prohibited
from dealing in the areas of alcohol, gambling, pornography,
pork and pork-related products.
We may
be subject to adverse publicity resulting from statements about
Arcapita or complaints or questions from our customers arising
from such adverse publicity.
Arcapita could be the subject of allegations that could
adversely affect our reputation in the eyes of our customers or
investors due to the fact that it has offices in Bahrain and
that its investors are located in the Middle East. During 2002,
we were subject to adverse publicity due to attempts to connect
Arcapita with inflammatory and controversial statements made by
one of its former outside advisors, in his individual capacity,
regarding a variety of subjects, including events in the Middle
East. We may be subject to additional adverse publicity in the
future due to the ownership of our common stock by Arcapita.
Even if unfounded, such adverse publicity could divert our
managements time and attention and adversely affect the
way our customers perceive us, our net sales or results of
operations, in the aggregate or at individual coffeehouses, or
the market price for shares of our common stock.
Our
annual results and comparable coffeehouse sales may fluctuate
significantly and could fall below the expectations of
securities analysts and investors, which could cause the market
price of our common stock to decline.
Our quarterly financial and operating results have fluctuated
significantly in the past and may continue to fluctuate
significantly in the future as a result of a variety of factors,
many of which are outside of our control. If our quarterly
results fluctuate or fall below the expectations of securities
analysts and investors, the market price of our common stock
could decline.
11
Provisions
in our articles of incorporation and bylaws and of Minnesota law
have anti-takeover effects that could prevent a change in
control that could be beneficial to our shareholders, which
could depress the market price of shares of our common
stock.
Our articles of incorporation and bylaws and Minnesota corporate
law contain provisions that could delay, defer or prevent a
change in control of us or our management that could be
beneficial to our shareholders. These provisions could also
discourage proxy contests and make it more difficult for you and
other shareholders to elect directors and take other corporate
actions. As a result, these provisions could limit the price
that investors are willing to pay in the future for shares of
our common stock. These provisions might also discourage a
potential acquisition proposal or tender offer, even if the
acquisition proposal or tender offer is at a price above the
then current market price for shares of our common stock. These
provisions:
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authorize our board of directors to issue preferred stock and to
determine the rights and preferences of those shares, which
would be senior to our common stock, without prior shareholder
approval;
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establish advance notice requirements for nominating directors
and proposing matters to be voted on by shareholders at
shareholder meetings;
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provide that directors may be removed by shareholders only for
cause;
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limit the right of our shareholders to call a special meeting of
shareholders; and
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impose procedural and other requirements that could make it
difficult for shareholders to effect some corporate actions.
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Because
we do not intend to pay dividends, shareholders will benefit
from an investment in shares of our common stock only if it
appreciates in value.
We have never declared or paid any cash dividends on shares of
our common stock. We currently intend to retain our future
earnings, if any, to finance the operation and growth of our
business and do not expect to pay any cash dividends in the
foreseeable future. As a result, the success of an investment in
shares of our common stock will depend upon any future
appreciation in its value. There is no guarantee that shares of
our common stock will appreciate in value or even maintain the
price at which shareholders have purchased their shares.
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Item 1B.
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Unresolved
Staff Comments
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Not applicable.
12
Locations
and Facilities
Coffeehouse
Locations
As of December 30, 2007, we had 484 retail coffeehouses,
including 52 franchised locations. Caribou Coffees
coffeehouses are located in sixteen states and the District of
Columbia and international markets.
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State
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Coffeehouses
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Minnesota(1)
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208
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Illinois
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57
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Ohio
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37
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Michigan(2)
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26
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North Carolina
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19
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Georgia(3)
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17
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Virginia(4)
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15
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Wisconsin
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13
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Maryland
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10
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Colorado(2)
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10
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Washington, D.C.(3)
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9
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Iowa
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6
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North Dakota
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6
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Pennsylvania
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5
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Kansas(3)
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3
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South Dakota
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2
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Missouri
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1
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International(5)
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40
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484
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(1)
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includes one franchised location and six locations owned by
joint ventures
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(2)
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includes three franchised locations
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(3)
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includes one franchised location
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(4)
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includes two franchised locations
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(5)
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represents thirty-five franchised locations in two Middle
Eastern countries and 5 in South Korea
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We lease all of our retail facilities. Most of our existing
leases are for five to 10 years and typically have multiple
five-year renewal options. We regularly evaluate the economic
performance of our coffeehouses and, when feasible, close ones
that do not meet our expectations.
Headquarters
and Roasting Facility
We currently conduct our roasting and packaging, and warehouse
and distribution activities in a 130,000 square foot leased
facility in suburban Minneapolis, which also houses our
corporate headquarters. We lease this facility under a lease
that has an initial term that expires in 2019 and is subject to
extensions through 2029. We have an option to purchase the
facility at the end of the initial lease term. This facility has
approximately 46,000 square feet for warehousing of
finished goods and distribution, approximately
42,000 square feet for storage of raw materials, roasting
and packaging and approximately 42,000 square feet of
office space. We currently have three coffee roasters. We also
have five coffee packaging stations. At present, we are
operating at less than our full capacity, and we believe that
our existing infrastructure is scalable so that we can add
additional capacity with limited incremental
13
capital expenditures in the near future. In addition, when we
need to add additional roasting, packaging and fulfillment
infrastructure, we believe that we can do so at a relatively
inexpensive cost.
This facility is organic certified by the U.S. Department
of Agriculture, allowing us to offer our Essential Blend as
organic certified. From time to time we engage third party
vendors to meet special processing needs, including roasting or
specialized packaging for specific commercial accounts.
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Item 3.
|
Legal
Proceedings
|
On July 26, 2005, three of our former employees filed a
lawsuit against us in the State of Minnesota District Court for
Hennepin County seeking monetary and equitable relief from us
under the Minnesota Fair Labor Standards Act, or the Minnesota
FLSA, the federal FLSA, and state common law. Pursuant to the
Order Granting Stipulation of Dismissal of February 8,
2006, the plaintiffs dismissed their claims for quantum meruit
and unjust enrichment under Minnesota law and for injunctive
relief under the FLSA and all claims on behalf of current and
former managers in training. The suit now primarily alleges that
we misclassified our retail coffeehouse managers as exempt from
the overtime provisions of the Minnesota FLSA and the federal
FLSA and that these managers are therefore entitled to overtime
compensation for each week in which they worked more than
40 hours from May 2002 to the present with respect to the
claims under the federal FLSA and for weeks in which they worked
more than 48 hours from May 2003 to the present with
respect to the claims under the Minnesota FLSA. The plaintiffs
are seeking to represent themselves and all of our allegedly
similarly situated current and former (within the foregoing
periods of time) coffeehouse managers. The plaintiffs are
seeking payment of an unspecified amount of allegedly owed and
unpaid overtime compensation, liquidated damages, prejudgment
interest, civil penalties under the Minnesota FLSA, a full
accounting of the amount allegedly owed to the putative class,
temporary and injunctive relief, attorneys fees and costs.
On August 15, 2005, we removed the lawsuit to the Federal
District Court for the District of Minnesota and filed our
answer to the complaint. On October 31, 2005, the court
granted the plaintiffs motion to conditionally certify an
alleged nationwide class of our current and former coffeehouse
managers since May 25, 2002 for purposes of pursuing the
plaintiffs claim that the coffeehouse managers were and
are misclassified as exempt under the FLSA. By order dated
December 21, 2005, the court approved a notice to be sent
to all members of the conditionally certified class, setting a
deadline for such members to elect to opt into the case. The
period for potential class members to opt in and discovery is
now closed. On September 22, 2006 we filed a Motion for
Decertification seeking to decertify the conditionally certified
class. On October 10, 2006, the plaintiffs moved to certify
an alleged class under the Minnesota FLSA. Our motion to
decertify and the plaintiffs motion to certify were heard
by the Magistrate Judge on December 14, 2006, who has not
ruled on either motion. On February 16, 2007 we filed a
Motion for Summary Judgment on the claims of the original three
named plaintiffs and the plaintiffs filed a motion to reopen the
opt in period on the FLSA claims. Neither of these two motions
has been heard by the Court.
On January 31, 2008, we entered into a Stipulation of
Settlement (the Stipulation) to settle the lawsuit.
The Stipulation, which is contingent upon court approval,
provides for a gross settlement payment of $2.7 million,
plus the employers share of payroll taxes. The settlement
payments will be made as follows: 1) $1.75 million on
the later of the date of District Court final approval of the
settlement or March 15, 2008; and 2) $950,000 on the
later of December 29, 2008 or thirty (30) days after
the date of final District Court approval of the settlement,
along with interest on this installment from the date of the
initial installment payment at 6% simple interest. Settlement
payments will be made to all participating class members and all
attorneys fees for plaintiffs counsel will be paid
from the $2.7 million. We cannot assure you that the
Stipulation will be approved by the Court.
In addition, from time to time, we become involved in certain
legal proceedings in the ordinary course of business. We do not
believe that any such ordinary course legal proceedings to which
we are currently a party will have a material adverse effect on
our financial position or results of operations.
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Item 4.
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Submission
of Matters to a Vote of Security Holders
|
No matters were submitted to a vote of security holders during
the fiscal fourth quarter of 2007.
14
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Item 4A.
|
Executive
Officers of the Registrant
|
The following table sets forth certain information concerning
the individuals who will be our executive officers, with ages as
of March 30, 2008:
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Name
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Age
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Position
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Rosalyn Mallet
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52
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President, Chief Operating Officer, and Interim Chief Executive
Officer
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Kaye R. OLeary
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48
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Acting Chief Financial Officer
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Amy K. ONeil
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38
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Senior Vice President of Store Operations
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Kathy F. Hollenhorst
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45
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Senior Vice President of Marketing
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Dan E. Lee
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51
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General Counsel, Vice President and Secretary
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Karen E. McBride-Raffel
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42
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Vice President of Human Resources
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Michael E. Peterson
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45
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Vice President, Controller and Treasurer
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Christopher B. Rich
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52
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Vice President of Global Franchising
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Henry A. Stein
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50
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Vice President of Business Development and Commercial Sales
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R. Paul Turek
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53
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Vice President of Support Operations
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Rosalyn Mallet
has served as our Interim Chief Executive
Officer since November 2007 and has served as our President and
Chief Operating Officer since April 2007. Previously,
Ms. Mallet served as a director from June 2006 to March
2007. Ms. Mallet served as the Chief Operating Officer of
la Madeleine de Corps, Inc., an operator of casual dining
restaurants, from 2003 to 2007. From 2000 to 2003,
Ms. Mallet was Sr. Vice President of Human Resources at
Carlson Companies, Inc., a large private company in the
hospitality, marketing and travel industries, and from 1997 to
1999, she served as Sr. Vice President of Human Resources and
Corporate Services for Carlson Restaurant Worldwide, Inc., a
global restaurant company.
Kaye R. OLeary
has served as our Acting Chief
Financial Officer since January 11, 2008.
Ms. OLeary served as the Chief Financial Officer for
Buca, Inc., an owner and operator of full service restaurants,
from March 2005 to December 2007 and served as the Vice
President of Finance for Navitaire, Inc., a wholly owned
subsidiary of Accenture, from January 2003 to March 2005.
Amy K. ONeil
has served as our Senior Vice
President of Store Operations since March 2005. From July 2003
through February 2005, Ms. ONeil was our Vice
President of Store Operations, and from January 2001 through
June 2003 she was our Director of Retail Operations.
Ms. ONeil also served as our Director of Marketing
from January 2000 through December 2000, and prior to that time,
she held various other positions from the time she joined us in
1993.
Kathy F. Hollenhorst
has served as our Senior Vice
President of Marketing since March 2006. From April 2005 through
March 2006, Ms. Hollenhorst served as our Vice President of
Marketing. Prior to joining us, Ms. Hollenhorst worked with
Carlson Companies, Inc., a large private company in the
hospitality, marketing and travel industries, from 1996 to 2005
where she was the Executive Vice President of Marketing,
Radisson Hotels and Executive Vice President CRM, Carlson
Consumer Group.
Dan E. Lee
has served as our General Counsel, Vice
President and Secretary since August 2005. Prior to joining the
Company, Mr. Lee served as an attorney for MoneyGram
International, Inc., a global payment services company, from
April 2005 to July 2005. From 1988 to 2004, Mr. Lee worked
with Carlson Companies, Inc., a large private company in the
hospitality, marketing and travel industries. From 2003 to 2004,
he was Executive Vice President, Program Manager and Associate
General Counsel for CW Government Travel, a part of the travel
operations of Carlson Companies responsible for soliciting and
managing travel for U.S. government departments. From 1988
to 2003, he was Associate General Counsel and Assistant
Secretary for Carlson Companies.
Karen E. McBride-Raffel
has served as our Vice President
of Human Resources since June 2003 and as our Senior Director of
Field Human Resources from March 2000 through May 2003. Prior to
that time she held various other positions with us since joining
us in 1995, including Human Resource Manager and Director of
Human Resources.
15
Michael E. Peterson
has served as our Vice President,
Controller since March 2005 and served as our Controller from
1997 through February 2005.
Christopher B. Rich
has served as our Vice President of
Global Franchising since August 2005. Prior to joining us,
Mr. Rich served as Director of Franchising for Glory Days
Grill, a sports-themed casual dining concept, from January 2005
to August 2005. From April 1995 to December 2004, Mr. Rich
was the Owner and General Manager of Fowlers Mill Group, a
restaurant and catering complex.
Henry A. Stein
has served as our Vice President of
Business Development and Commercial Sales since March 2005 and
served as our Senior Director, Commercial Sales from October
2003 through February 2005. Prior to joining us, Mr. Stein
served in various management positions at The
Coca-Cola
Company, including Director, Corporate Customer Development and
Regional Sales Manager, Midwest Region, from 1997 to 2003.
R. Paul Turek
has served as our Vice President of Support
Operations since June 2003 and served as our Senior Director and
General Manager of Support Operations from July 1999 to June
2003.
PART II
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Item 5.
|
Market
for the Registrants Common Equity, Related Shareholder
Matters and Issuer Purchases of Equity Securities
|
Market
for the Registrants Stock
The Companys common stock is listed on the Nasdaq Global
Market under the symbol CBOU. The following table
sets forth, for the periods indicated, the high and low closing
prices for our common stock as reported on the Nasdaq Global
Market.
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Market Price (High/Low)
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2007
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2006
|
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For the Fiscal Year
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First Quarter
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$
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6.96 - 8.85
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$
|
11.29 - 8.19
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Second Quarter
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$
|
6.46 - 7.90
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|
$
|
10.51 - 7.42
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|
Third Quarter
|
|
$
|
5.78 - 7.10
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|
$
|
8.31 - 6.00
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Fourth Quarter
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$
|
3.35 - 6.99
|
|
|
$
|
8.99 - 7.23
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As of March 14, 2008, there were approximately 6,180
registered holders of record of the Companys common stock.
Dividend
Policy
We have not declared or paid any dividends on our capital stock.
We expect to retain any future earnings to fund the development
and expansion of our business. Therefore, we do not anticipate
paying cash dividends on our common stock in the foreseeable
future. Our revolving credit facility contains provisions, which
restrict our ability to pay dividends on our common stock.
Sales of
Unregistered Securities
Not applicable.
16
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Item 6.
|
Selected
Financial Data
|
The table below presents our selected consolidated financial
data as of and for each of our fiscal years ended
December 30, 2007, December 31, 2006, January 1,
2006, January 2, 2005, and December 28, 2003. The
balance sheet data, consolidated statement of operations and
additional operating data as of and for our fiscal years ended
December 30, 2007 and December 31, 2006, are derived
from our audited consolidated financial statements included
elsewhere in this report. The balance sheet data, consolidated
statement of operations and additional operating data as of and
for the fiscal years ended January 1, 2006, January 2,
2005 and December 28, 2003, are derived from our audited
consolidated financial statements not included in this report.
The following selected consolidated financial data and operating
information should be read in conjunction with our
Managements Discussion and Analysis of Financial
Condition and Results of Operations, and the
Companys consolidated financial statements and the related
notes included elsewhere in this report. The historical results
presented below are not necessarily indicative of future results.
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Fiscal Year Ended
|
|
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|
December 30,
|
|
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December 31,
|
|
|
January 1,
|
|
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January 2,
|
|
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December 28,
|
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|
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2007
|
|
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2006
|
|
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2006
|
|
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2005
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2003
|
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(In thousands, except per share and operating data)
|
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Statements of Operations Data:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net sales:
|
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|
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|
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|
|
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|
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|
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|
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Coffeehouses
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$
|
240,267
|
|
|
$
|
225,649
|
|
|
$
|
191,310
|
|
|
$
|
157,169
|
|
|
$
|
121,779
|
|
Other
|
|
|
16,567
|
|
|
|
10,580
|
|
|
|
6,682
|
|
|
|
3,323
|
|
|
|
1,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total net sales
|
|
|
256,834
|
|
|
|
236,229
|
|
|
|
197,992
|
|
|
|
160,492
|
|
|
|
123,701
|
|
Cost of sales and related occupancy costs
|
|
|
108,358
|
|
|
|
98,656
|
|
|
|
80,242
|
|
|
|
65,320
|
|
|
|
50,641
|
|
Operating expenses
|
|
|
107,061
|
|
|
|
97,320
|
|
|
|
80,026
|
|
|
|
65,030
|
|
|
|
49,364
|
|
Opening expenses
|
|
|
502
|
|
|
|
1,738
|
|
|
|
2,096
|
|
|
|
1,202
|
|
|
|
822
|
|
Depreciation and amortization
|
|
|
32,151
|
|
|
|
21,548
|
|
|
|
16,376
|
|
|
|
13,382
|
|
|
|
10,453
|
|
General and administrative expenses
|
|
|
32,324
|
|
|
|
25,943
|
|
|
|
22,742
|
|
|
|
15,535
|
|
|
|
12,343
|
|
Closing expense and disposal of assets
|
|
|
6,839
|
|
|
|
510
|
|
|
|
572
|
|
|
|
1,034
|
|
|
|
166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(30,401
|
)
|
|
|
(9,486
|
)
|
|
|
(4,062
|
)
|
|
|
(1,010
|
)
|
|
|
(88
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
1,059
|
|
|
|
1,336
|
|
|
|
378
|
|
|
|
35
|
|
Interest income
|
|
|
181
|
|
|
|
554
|
|
|
|
266
|
|
|
|
6
|
|
|
|
9
|
|
Interest expense
|
|
|
(576
|
)
|
|
|
(695
|
)
|
|
|
(1,602
|
)
|
|
|
(963
|
)
|
|
|
(511
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before (benefit) provision for income taxes, minority
interest and cumulative effect of accounting change
|
|
|
(30,796
|
)
|
|
|
(8,568
|
)
|
|
|
(4,062
|
)
|
|
|
(1,589
|
)
|
|
|
(555
|
)
|
(Benefit) provision for income taxes
|
|
|
(297
|
)
|
|
|
313
|
|
|
|
79
|
|
|
|
220
|
|
|
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before minority interest and cumulative effect of
accounting change
|
|
|
(30,499
|
)
|
|
|
(8,881
|
)
|
|
|
(4,141
|
)
|
|
|
(1,809
|
)
|
|
|
(783
|
)
|
Minority interest
|
|
|
164
|
|
|
|
178
|
|
|
|
319
|
|
|
|
265
|
|
|
|
154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before cumulative effect of accounting change
|
|
|
(30,663
|
)
|
|
|
(9,059
|
)
|
|
|
(4,460
|
)
|
|
|
(2,074
|
)
|
|
|
(937
|
)
|
Cumulative effect of accounting change (net of income tax)(1)
|
|
|
|
|
|
|
|
|
|
|
(445
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(30,663
|
)
|
|
$
|
(9,059
|
)
|
|
$
|
(4,905
|
)
|
|
$
|
(2,074
|
)
|
|
$
|
(937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before cumulative effect of accounting change
|
|
$
|
(1.59
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of accounting change
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(0.03
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1.59
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares used in calculation of net loss per
share(2)
|
|
|
19,333
|
|
|
|
19,282
|
|
|
|
15,255
|
|
|
|
13,798
|
|
|
|
13,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
January 1,
|
|
|
January 2,
|
|
|
December 28,
|
|
|
|
2007
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2003
|
|
|
|
(In thousands, except per share and operating data)
|
|
|
Non-GAAP Financial Measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(3)
|
|
$
|
3,797
|
|
|
$
|
15,040
|
|
|
$
|
14,796
|
|
|
$
|
13,893
|
|
|
$
|
11,561
|
|
Adjusted EBITDA(3)
|
|
|
3,797
|
|
|
|
15,040
|
|
|
|
15,911
|
|
|
|
14,393
|
|
|
|
11,561
|
|
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage change in comparable coffeehouse sales(4)
|
|
|
0
|
%
|
|
|
(1
|
)%
|
|
|
6
|
%
|
|
|
8
|
%
|
|
|
3
|
%
|
Company-Operated coffeehouse operating weeks
|
|
|
22,814
|
|
|
|
21,110
|
|
|
|
17,133
|
|
|
|
14,223
|
|
|
|
11,408
|
|
Company-Operated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffeehouses open at beginning of year
|
|
|
440
|
|
|
|
386
|
|
|
|
304
|
|
|
|
251
|
|
|
|
203
|
|
Coffeehouses opened during the year
|
|
|
20
|
|
|
|
60
|
|
|
|
86
|
|
|
|
57
|
|
|
|
50
|
|
Coffeehouses closed during the year
|
|
|
(28
|
)
|
|
|
(6
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffeehouses open at end of year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company-Operated
|
|
|
432
|
|
|
|
440
|
|
|
|
386
|
|
|
|
304
|
|
|
|
251
|
|
Franchised:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffeehouses open at beginning of year
|
|
|
24
|
|
|
|
9
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Coffeehouses opened during the year
|
|
|
28
|
|
|
|
20
|
|
|
|
7
|
|
|
|
2
|
|
|
|
|
|
Coffeehouses closed during the year
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffeehouses open at end of year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Franchised
|
|
|
52
|
|
|
|
24
|
|
|
|
9
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total coffeehouses open at end of year
|
|
|
484
|
|
|
|
464
|
|
|
|
395
|
|
|
|
306
|
|
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
January 1,
|
|
|
January 2,
|
|
|
December 28,
|
|
|
|
2007
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2003
|
|
|
|
(In thousands)
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
9,886
|
|
|
$
|
14,752
|
|
|
$
|
33,846
|
|
|
$
|
7,618
|
|
|
$
|
4,779
|
|
Total assets
|
|
|
111,840
|
|
|
|
136,308
|
|
|
|
147,960
|
|
|
|
86,207
|
|
|
|
62,010
|
|
Total notes payable and revolving credit facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,924
|
|
|
|
5,334
|
|
Accumulated deficit
|
|
|
(65,137
|
)
|
|
|
(33,944
|
)
|
|
|
(24,885
|
)
|
|
|
(19,979
|
)
|
|
|
(17,905
|
)
|
Total shareholders equity
|
|
|
59,288
|
|
|
|
88,402
|
|
|
|
96,926
|
|
|
|
33,793
|
|
|
|
35,817
|
|
|
|
|
(1)
|
|
In March 2005, the FASB issued Financial Interpretation
No. 47 (FIN 47),
Accounting for Asset
Retirement Obligations-an interpretation of FASB Statement
No. 143.
FIN 47 requires the recognition of a
liability for the fair value of a legally-required conditional
asset retirement obligation when incurred, if the
liabilitys fair value can be reasonably estimated.
FIN 47 also clarifies when an entity would have sufficient
information to reasonably estimate the fair value of an asset
retirement obligation. The Company is required to record an
asset and a corresponding liability for the present value of the
estimated asset retirement obligation associated with the fixed
assets and leasehold improvements at some of our coffeehouse
locations. The asset is depreciated over the life of the
corresponding lease while the liability accretes to the amount
of the estimated retirement obligation. FIN 47 was
effective for fiscal years ending after December 15, 2005.
The Company adopted FIN 47 on October 3, 2005 with a
$0.4 million cumulative effect of accounting change (net of
tax) recorded in the Companys results of operations. This
charge is a combination of depreciation and accretion expense.
|
|
(2)
|
|
In each year presented, the number of shares used in the
calculation of basic and diluted net (loss) income per share is
the same because all outstanding stock options were antidilutive.
|
|
(3)
|
|
EBITDA and Adjusted EBITDA are supplemental non-GAAP financial
measures. EBITDA is equal to net (loss) income excluding:
(a) interest expense; (b) interest income;
(c) depreciation and amortization; and
|
18
|
|
|
|
|
(d) income taxes. Our definition of Adjusted EBITDA is
different from EBITDA because we further adjust net income for:
(a) a one-time cost to consolidate corporate and operating
locations; (b) a one-time compensation charge associated
with amending the terms of our Chief Executive Officers
employment agreement; and (c) a one-time recognition of
derivative income associated with the decrease in fair value of
the IPO related underwriters over-allotment
option. For a description of our use of EBITDA and Adjusted
EBITDA and a reconciliation of net income (loss) to these
non-GAAP financial measures, see the discussion and related
table below.
|
|
(4)
|
|
Percentage change in comparable coffeehouse sales compares the
net sales of coffeehouse during a fiscal period to the net sales
from the same coffeehouses for the equivalent period in the
prior year. A coffeehouse is included in this calculation
beginning in its thirteenth full fiscal month of operations. A
closed coffeehouse is included in the calculation for each full
month that the coffeehouse was open in both fiscal periods.
Franchised coffeehouses are not included in the comparable
coffeehouse sales calculations.
|
We believe EBITDA and Adjusted EBITDA are useful to investors in
evaluating our operating performance for the following reasons:
|
|
|
|
|
Our coffeehouse leases are generally short-term
(5-10 years) and we must depreciate all of the cost
associated with those leases on a straight-line basis over the
initial lease term excluding renewal options (unless such
renewal periods are reasonably assured at the inception of the
lease). We opened a
net 229 company-operated
coffeehouses, from the beginning of fiscal 2003 through 2007. As
a result, we believe depreciation expense is disproportionately
large when compared to the sales from a significant percentage
of our coffeehouses that are in their initial years of
operations. Also, many of the assets being depreciated have
actual useful lives that exceed the initial lease term excluding
renewal options. Additionally, depreciation and amortization is
impacted by accelerated depreciation from asset impairments.
Consequently, we believe that adjusting for depreciation and
amortization is useful for evaluating the operating performance
of our coffeehouses.
|
|
|
|
The one-time cost to consolidate corporate and operating
locations represents a $.5 million charge we recorded in
fiscal 2004 for the remaining lease payments, reduced by
estimated sublease rentals that could be reasonably obtained,
for our previous headquarters and roasting facility. We vacated
this facility when we consolidated our corporate offices and our
roasting, packaging, warehousing and distribution activities,
which we had previously operated out of three separate
facilities, into a single facility. We believe it is useful to
exclude this charge from Adjusted EBITDA because it was
non-recurring and was not reflective of our operating
performance.
|
|
|
|
In June 2005, we recorded a one-time compensation charge of
$1.7 million in connection with amending the terms of the
employment agreement with our Chief Executive Officer. We
believe that it is useful to exclude this expense from Adjusted
EBITDA because it was non-recurring and was unrelated to our
operations.
|
|
|
|
In connection with our initial public offering
(IPO), we granted the underwriters an option to
purchase 803,700 shares of the our common stock at $14 per
share for 30 days beginning on September 28, 2005 (the
grant date). Since this option extended beyond the
closing of the IPO, the option represented a call option that
met the definition of a derivative under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities.
Accordingly, the call option was separately accounted for at
fair value with the change in fair value between the grant date
and October 2, 2005 recorded as other income. We used the
Black-Scholes valuation model to determine the fair value of the
call option at the grant date and at October 2, 2005 using
the following assumptions: 50% volatility factor, 30 day
life and risk free interest rate of 3.43%. At September 28,
2005, we recorded a liability of $657,989 with a corresponding
decrease to additional paid in capital to record the fair value
of the call option on such date. The fair value of the call
option aggregated $34,880 on October 2, 2005 and we
recorded the decrease in such fair value aggregating $623,109 as
other income in the statement of operations for the
thirteen-week period ended October 2, 2005. The
underwriters did not exercise their option and it expired on
October 28, 2005. We believe that it is useful to exclude
this expense from Adjusted EBITDA because it was non-recurring
and was unrelated to our operations.
|
19
Our management uses EBITDA and Adjusted EBITDA:
|
|
|
|
|
as measurements of operating performance because they assist us
in comparing our operating performance on a consistent basis as
they remove the impact of items not directly resulting from our
coffeehouse operations;
|
|
|
|
for planning purposes, including the preparation of our internal
annual operating budget;
|
|
|
|
to establish targets for certain management compensation
matters; and
|
|
|
|
to evaluate our capacity to incur and service debt, fund capital
expenditures and expand our business.
|
EBITDA and Adjusted EBITDA as calculated by us are not
necessarily comparable to similarly titled measures used by
other companies. In addition, EBITDA and Adjusted EBITDA:
(a) do not represent net income or cash flows from
operating activities as defined by GAAP; (b) are not
necessarily indicative of cash available to fund our cash flow
needs; and (c) should not be considered as alternatives to
net income, operating income, cash flows from operating
activities or our other financial information as determined
under GAAP.
We prepare Adjusted EBITDA by adjusting EBITDA to eliminate the
impact of a number of items that we do not consider indicative
of our core operating performance. You are encouraged to
evaluate each adjustment and the reasons we consider them
appropriate for supplemental analysis. As an analytical tool,
Adjusted EBITDA is subject to all of the limitations applicable
to EBITDA. In addition, in evaluating Adjusted EBITDA, you
should be aware that in the future we might incur expenses
similar to the adjustments in this presentation. Our
presentation of Adjusted EBITDA should not be construed as an
implication that our future results will be unaffected by
unusual or non-recurring items.
The table below reconciles net loss to EBITDA and Adjusted
EBITDA for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
January 1,
|
|
|
January 2,
|
|
|
December 28,
|
|
|
|
2007
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(30,663
|
)
|
|
$
|
(9,059
|
)
|
|
$
|
(4,905
|
)
|
|
$
|
(2,074
|
)
|
|
$
|
(937
|
)
|
Interest expense
|
|
|
576
|
|
|
|
695
|
|
|
|
1,602
|
|
|
|
963
|
|
|
|
511
|
|
Interest income
|
|
|
(181
|
)
|
|
|
(554
|
)
|
|
|
(266
|
)
|
|
|
(6
|
)
|
|
|
(9
|
)
|
Depreciation and amortization(1)
|
|
|
34,362
|
|
|
|
23,645
|
|
|
|
18,284
|
|
|
|
14,791
|
|
|
|
11,768
|
|
(Benefit) provision for income taxes
|
|
|
(297
|
)
|
|
|
313
|
|
|
|
79
|
|
|
|
220
|
|
|
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
3,797
|
|
|
|
15,040
|
|
|
|
14,796
|
|
|
|
13,893
|
|
|
|
11,561
|
|
Consolidation of corporate and operating locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
|
|
|
|
Derivative income
|
|
|
|
|
|
|
|
|
|
|
(623
|
)
|
|
|
|
|
|
|
|
|
Amendment of employment agreement
|
|
|
|
|
|
|
|
|
|
|
1,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
3,797
|
|
|
$
|
15,040
|
|
|
$
|
15,911
|
|
|
$
|
14,393
|
|
|
$
|
11,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes depreciation and amortization associated with our
headquarters and roasting facility that are categorized as
general and administrative expenses and cost of sales and
related occupancy costs on our statement of operations.
|
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
The following discussion should be read in conjunction with the
consolidated financial statements and related notes that appear
elsewhere in this report. This discussion contains
forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those
anticipated in these forward-looking
20
statements as a result of various factors, including those
discussed below and elsewhere in this report, particularly under
the heading Risk Factors.
Overview
We are the second largest company-operated gourmet coffeehouse
operator in the United States based on the number of
coffeehouses. As of December 31, 2007, we had 484 retail
locations, including 52 franchised locations and six joint
venture locations. Our coffeehouses are located in
16 states and the District of Columbia and two
international markets. We focus on offering our customers
high-quality gourmet coffee and espresso-based beverages, as
well as specialty teas, baked goods, whole bean coffee, branded
merchandise and related products. In addition, we sell our
products to grocery stores and mass merchandisers, office coffee
providers, airlines, hotels, sports and entertainment venues,
college campuses and other commercial customers. We focus on
creating a unique experience for customers through a combination
of high-quality products, a comfortable and welcoming
coffeehouse environment and customer service.
We will continue our efforts to increase our comparable
coffeehouse sales, including increasing our brand awareness
through marketing efforts and introducing new products and
promotions. As our comparable coffeehouse sales increase, we
expect our operating margins at those coffeehouses to improve as
we expect to have a greater ability to leverage our fixed
expense.
We intend to continue to strategically expand our coffeehouse
locations in our existing markets. During fiscal year 2007, we
opened 48 new coffeehouses, including 20 new company-operated
coffeehouses. Our goal is to expand our concept into a
nationally recognized brand in the United States by opening new
company-operated coffeehouses and partnering with qualified
developers to open franchised coffeehouses while adding select
international locations through franchising.
Critical
Accounting Policies
Our consolidated financial statements and the related notes
contain information that is pertinent to managements
discussion and analysis. The preparation of financial statements
in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and
liabilities. Our actual results might, under different
assumptions and conditions, differ from our estimates. We
believe the following critical accounting policies are
significant or involve additional management judgment due to the
sensitivity of the methods, assumptions, and estimates necessary
in determining the related asset and liability amounts.
Long-lived assets.
SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets
, requires management judgments regarding the
future operating and disposition plans for marginally performing
assets and estimates of expected realizable values for assets to
be sold. Actual results may differ from those estimates. The
application of SFAS No. 144 has affected the amount
and timing of charges to our operating results that have been
significant in recent years. We periodically evaluate possible
impairment at the individual coffeehouse level, and record an
impairment loss whenever we determine impairment factors are
present. We also periodically evaluate the criteria we use as an
indication of a coffeehouse impairment. We consider a history of
coffeehouse operating losses to be the primary indicator of
potential impairment for individual coffeehouse locations. A
lack of improvement at the coffeehouses we are monitoring, or
deteriorating results at other coffeehouses, could result in
additional impairment charges. Historically, the entire net book
value of the assets at a coffeehouse has been written off once
the coffeehouse has been deemed impaired. During fiscal years
2007 and 2006 the assets related to thirty-six and seven
coffeehouses were impaired, of which we recorded charges of
approximately $10.4 million and $1.2 million,
respectively.
Stock options.
We maintain stock option plans,
which provide for the granting of non-qualified stock options to
officers and key employees and certain non-employees. Stock
options have been granted at prices equal to the fair market
values of our common stock as of the dates of grant. Options
vest generally in four years and expire in ten years from the
grant date. Prior to January 1, 2006, we accounted for
employee share-based compensation using the intrinsic value
method in accordance with Accounting Principles Board Opinion
No. 25,
Accounting for Stock Issued to Employees
(APB 25). Effective January 1, 2006, we
adopted the fair value recognition provisions of
21
SFAS No. 123R
, Share-Based Payment
, using the
modified-prospective-transition method. Under that transition
method, compensation cost recognized in periods beginning
January 2, 2006, includes compensation cost for all
share-based payments granted prior to, but not yet vested as of
January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of
SFAS No. 123,
Accounting for Stock-Based
Compensation.
Results for periods prior to fiscal year 2006
have not been restated. Compensation cost for share-based
payments granted subsequent to January 1, 2006, is based on
the grant-date fair value estimated in accordance with the
provisions of SFAS No. 123R. Share-based compensation
expense for fiscal year 2007 and 2006, totaled approximately
$0.8 million and $0.5 million, respectively.
Lease accounting.
We enter into operating
leases for all of our coffeehouse locations. Certain of our
leases provide for scheduled rent increases during the lease
terms or for rental payments commencing on a date that is other
than the date we take possession. In accordance with the
FASBs Technical
Bulletin No. 85-3,
Accounting for Operating Leases with Scheduled Rent
Increases,
we recognize rent expense on leases for
coffeehouse and office buildings on a straight line basis over
the initial lease term and commencing on the date we take
possession. We use the date of initial possession (regardless of
when rent payments commence) to begin recognition of rent
expense, which is generally the date we begin to add leasehold
improvements to ready the site for its intended use. In
accordance with the FASBs Technical
Bulletin No. 88-1,
Issues Relating to Accounting for Leases,
we
record landlord allowances as deferred rent in other long-term
liabilities and accrued expenses on our consolidated balance
sheets and amortize such amounts as a component of cost of sales
and related occupancy costs on a straight-line basis over the
term of the related leases.
Income taxes.
We provide for income taxes
based on our estimate of federal and state tax liabilities.
These estimates include, among other items, effective rates for
state and local income taxes, estimates related to depreciation
and amortization expense allowable for tax purposes, and the tax
deductibility of certain other items. Our estimates are based on
the information available to us at the time we prepare the
income tax provision. We generally file our annual income tax
returns several months after our fiscal year-end. Income tax
returns are subject to audit by federal, state and local
governments, generally years after the returns are filed. These
returns could be subject to material adjustments or differing
interpretations of the tax laws.
Deferred income tax assets and liabilities are recognized for
the expected future income tax benefits or consequences of loss
carryforwards and temporary differences between the book and tax
basis of assets and liabilities. We must assess the likelihood
that we will be able to recover our deferred tax assets. If
recovery is not likely, we establish valuation allowances to
offset any deferred tax asset recorded. The valuation allowance
is based upon historical taxable income. Given that we have had
net operating losses, we have recognized a valuation allowance
equal to 100% of our net deferred tax assets. As we update our
estimates, we may need to establish an additional valuation
allowance, which could have a material negative impact on our
results of operations or financial position. As of
December 30, 2007, our loss carryforward was
$29.0 million and we had a valuation allowance aggregating
$25.5 million recorded such that net deferred income tax
assets were fully reserved at such date. The net operating loss
carryforwards will begin to expire in 2011, if not utilized.
Effective January 1, 2007, we adopted FIN 48, which
prescribes a comprehensive model for how a company should
recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or
expects to take on a tax return. Though the validity of any tax
position is a matter of tax law, the body of statutory,
regulatory and interpretive guidance on the application of the
law is complex and often ambiguous. Because of this, whether a
tax position will ultimately be sustained may be uncertain.
Under FIN 48, the impact of an uncertain tax position that
is more likely than not of being sustained upon audit by the
relevant taxing authority must be recognized at the largest
amount that is more likely than not to be sustained. No portion
of an uncertain tax position will be recognized if the position
has less than a 50% likelihood of being sustained.
Lease financing arrangement and revolving credit
facility.
We have entered into a lease financing
arrangement whereby from time to time we sell certain assets to
a finance company and, immediately after the sale, we lease back
all the sold assets under a capital lease. We do not recognize
any gain or loss on the sale of the assets. The lease financing
arrangement is structured to be consistent with Shariah
principles.
The finance company funds its obligations under the lease
financing arrangement through a revolving credit facility that
it entered into with a commercial lender. The terms of the
revolving credit facility are economically
22
equivalent to the terms of the lease financing arrangement, such
that rent payments and unpaid acquisition costs under our lease
financing arrangement are at all times equal to interest and
principal under the revolving credit facility. We are required
to include the finance company in our consolidated financial
statements because we are deemed, under generally accepted
accounting principles, to be the primary beneficiary in a
variable interest entity due to the terms and provisions of the
lease financing arrangement. As a result, our consolidated
balance sheets include the assets and liabilities of the finance
company, including the obligations under the revolving credit
facility. Our consolidated statements of operations include all
income and expenses of the finance company, including interest
expense associated with the revolving credit facility.
Notwithstanding this presentation, our obligations are limited
to our obligations under the lease financing arrangement and we
have no obligations under the revolving credit facility. The
finance company was established solely for the purpose of
facilitating this financing arrangement and does not have any
assets, liabilities, income or expenses other than those
associated with the revolving credit facility.
As of December 30, 2007, we had no amounts outstanding
under the lease financing arrangement and $60.0 million
remained available for borrowing. In February 2008, we reduced
the amount available under the lease financing arrangement to
$20.0 million. We collectively refer to the lease financing
arrangement and the revolving credit facility as our revolving
credit facility in this report.
Fiscal
Periods
Our fiscal year ends on the Sunday falling nearest to
December 31. Fiscal years 2007 and 2006 include
52 weeks. Each fiscal year consists of four 13-week
quarters and each 13-week quarter consists of two four-week
months and one five week month.
23
Consolidated
Results of Operations
The following discussion on results of operations should be read
in conjunction with Item 6. Selected Consolidated
Financial Data, the consolidated financial statements and
accompanying notes and the other financial data included
elsewhere in this report.
Fiscal
Year 2007 Compared to Fiscal Year 2006
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
Coffeehouses
|
|
|
93.5
|
%
|
|
|
95.5
|
%
|
Other
|
|
|
6.5
|
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
|
100.0
|
|
|
|
100.0
|
|
Costs of sales and related occupancy costs
|
|
|
42.2
|
|
|
|
41.8
|
|
Operating expenses
|
|
|
41.7
|
|
|
|
41.2
|
|
Opening expenses
|
|
|
0.2
|
|
|
|
0.7
|
|
Depreciation and amortization
|
|
|
12.5
|
|
|
|
9.1
|
|
General and administrative expenses
|
|
|
12.6
|
|
|
|
11.0
|
|
Closing expense and disposal of assets
|
|
|
2.6
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(11.8
|
)
|
|
|
(4.0
|
)
|
Other income
|
|
|
0.0
|
|
|
|
0.5
|
|
Interest income
|
|
|
0.0
|
|
|
|
0.2
|
|
Interest expense
|
|
|
(0.2
|
)
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
Loss before (benefit) provision for income taxes, minority
interest and cumulative effect of accounting change
|
|
|
(12.0
|
)
|
|
|
(3.6
|
)
|
(Benefit) provision for income taxes
|
|
|
(0.1
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
Loss before minority interest and cumulative effect of
accounting change
|
|
|
(11.9
|
)
|
|
|
(3.7
|
)
|
Minority interest
|
|
|
0.0
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
Loss before cumulative effect of accounting change
|
|
|
(11.9
|
)
|
|
|
(3.8
|
)
|
Cumulative effect of accounting change (net of income taxes)
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(11.9
|
)%
|
|
|
(3.8
|
)%
|
|
|
|
|
|
|
|
|
|
Net
Sales
Total net sales increased $20.6 million, or 8.7%, to
$256.8 million in fiscal 2007, from $236.2 million in
fiscal 2006. This increase is primarily attributable to the net
increase of 1,704 coffeehouse operating weeks in fiscal 2007
compared to fiscal 2006 due to the timing of new coffeehouse
openings and closings. Comparable coffeehouse sales for fiscal
year 2007 were flat when compared with fiscal year 2006.
Franchised coffeehouses are not included in the comparable
coffeehouse sales calculations. For fiscal 2007, other net sales
increased $6.0 million, or 56.6%, as compared to fiscal
2006. This increase was largely due to sales to existing and new
commercial customers and to product sales, franchise fees and
royalties from the development of 28 franchised coffeehouses
during the preceding twelve months.
Costs
and Expenses
Cost of sales and related occupancy
costs.
Cost of sales and related occupancy costs
increased $9.7 million, or 9.8%, to $108.4 million in
fiscal year 2007, from $98.7 million in fiscal year 2006.
This increase is primarily attributable to the net increase of
1,704 coffeehouse operating weeks in fiscal 2007 compared to
fiscal 2006 due to
24
the timing of new coffeehouse openings and closings. As a
percentage of total net sales, cost of sales and related
occupancy costs increased to 42.2% in fiscal year 2007, from
41.8% in fiscal year 2006. The increase in cost of sales and
related occupancy costs as a percentage of total net sales was
primarily due to the high growth in other sales which changed
the overall mix of sales. Other sales generally have a higher
cost of sales and related occupancy costs rate than
company-operated coffeehouses.
Operating expenses.
Operating expenses
increased $9.8 million, or 10.0%, to $107.1 million in
fiscal year 2007, from $97.3 million in fiscal year 2006.
This increase is primarily attributable to the net increase in
the number of company-operated coffeehouses operating during
fiscal 2007 compared to fiscal 2006 despite the lower
company-operated coffeehouse count at the end of fiscal 2007. As
a percentage of total net sales, operating expenses increased to
41.7% in fiscal year 2007 from 41.2% in fiscal year 2006. The
increase in operating expenses as a percentage of net sales was
primarily due to higher labor expense as a percent of net sales
at company-operated coffeehouses and increased marketing expense
for the Companys other sales.
Opening expenses.
Opening expenses decreased
$1.2 million, or 71.1%, to $0.5 million in fiscal year
2007, from $1.7 million in fiscal year 2006. The decrease
in coffeehouse opening expense was primarily attributable to the
opening of fewer new company-operated coffeehouses in fiscal
2007 versus fiscal 2006. In fiscal 2007, 20 new company-operated
coffeehouses were opened as compared to 60 new company-operated
coffeehouses in fiscal 2006.
Depreciation and amortization.
Depreciation
and amortization increased $10.6 million, or 49.2%, to
$32.2 million in fiscal year 2007, from $21.5 million
in fiscal year 2006. This increase was largely due to a full
years depreciation on coffeehouses opened in 2006 and
accelerated depreciation associated with coffeehouse asset
impairments in fiscal 2007. Coffeehouse depreciation and
amortization includes $10.4 million in accelerated
depreciation associated with coffeehouse asset impairments in
fiscal 2007 as compared to $1.2 million in fiscal year
2006. As a percentage of total net sales, coffeehouse
depreciation and amortization increased to 12.5% in fiscal year
2007 from 9.1% in fiscal year 2006. The increase in depreciation
and amortization as a percentage of net sales is primarily due
to accelerated depreciation associated with coffeehouse asset
impairments in fiscal 2007.
General and administrative expenses.
General
and administrative expenses increased $6.4 million, or
24.6%, to $32.3 million in fiscal 2007 from
$25.9 million in fiscal 2006. The increase was due to the
addition of the Companys Chief Operating Officer,
severance costs associated with the Companys former CEO,
litigation settlement costs and management consulting services.
The Company capitalizes direct costs associated with the site
selection and construction of new coffeehouses, including direct
internal payroll and payroll related costs. The Company
capitalized approximately $0.5 million and
$1.5 million of such costs during the fiscal years 2007 and
2006, respectively. These costs are amortized over the lease
terms of the underlying leases. As a percentage of total net
sales, general and administrative expenses increased to 12.6% of
total net sales in fiscal year 2007, from 11.0% of total net
sales in fiscal year 2006. The increase was primarily due to the
addition of the Companys Chief Operating Officer,
severance costs associated with the Companys former CEO,
litigation settlement costs and management consulting services.
Closing expenses and disposal of
assets.
Closing expenses and disposal of assets
increased $6.3 million to $6.8 million in fiscal year
2007 from $0.5 million in fiscal year 2006. The increase in
closing expenses and disposal of assets is primarily
attributable to asset write-off and lease termination costs
associated with the closing of 28 underperforming
company-operated coffeehouses in fiscal year 2007 compared to
six closed company-operated coffeehouses in fiscal year 2006.
The Company will continue to actively manage its portfolio of
company-operated coffeehouses. Expenses associated with the
closings are variable from coffeehouse to coffeehouse and are
dependent upon the amount of time left on the lease and the
remaining book value of assets associated with each coffeehouse.
Other Income.
Other income decreased
$1.1 million from $1.1 million in fiscal year 2006 due
to the elimination of the $2.00 maintenance fee which we
historically deducted from a Caribou branded stored value
cards balance after 12 consecutive months of inactivity.
The Company determined that stored value cards which have been
inactive for 16 months are unlikely to be used in the
future. As of January 1, 2007, the Company began
recognizing breakage revenue for these inactive cards using the
redemption recognition method and has classified such revenue as
a component of coffeehouse sales.
Interest income.
Interest income decreased to
$0.2 million in fiscal year 2007 from $0.6 million in
fiscal year 2006 primarily due to lower cash and cash
equivalents in 2007 compared to 2006.
25
Interest expense.
Interest expense decreased
$0.1 million to $0.6 million in fiscal year 2007 from
$0.7 million in fiscal year 2006. During fiscal year 2007,
the Company had no borrowings under its revolving credit
facility. Interest expense for 2007 is primarily related to
credit facility acquisition cost amortization and on-going
commitment fees.
Operating
Segments
Segment information is prepared on the same basis that our
management reviews financial information for decision making
purposes. We have three reportable operating segments: retail,
commercial and franchise. Unallocated corporate
includes expenses pertaining to corporate administrative
functions that support the operating segments but are not
specifically attributable to or managed by any segment and are
not included in the reported financial results of the operating
segments. The following tables summarize our results of
operations by segment for fiscal 2007 and 2006.
Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
Fiscal Year Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
%
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Change
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
As a % of coffeehouse sales
|
|
|
Coffeehouse sales
|
|
$
|
240,267,522
|
|
|
$
|
225,649,268
|
|
|
|
6.5
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Costs of sales and related occupancy costs
|
|
|
98,376,910
|
|
|
|
92,681,243
|
|
|
|
6.1
|
|
|
|
40.9
|
|
|
|
41.1
|
|
Operating expenses
|
|
|
103,521,358
|
|
|
|
94,924,416
|
|
|
|
9.1
|
|
|
|
43.1
|
|
|
|
42.1
|
|
Opening expenses
|
|
|
493,072
|
|
|
|
1,705,665
|
|
|
|
(71.1
|
)
|
|
|
0.2
|
|
|
|
0.8
|
|
Depreciation and amortization
|
|
|
32,115,864
|
|
|
|
21,521,738
|
|
|
|
49.2
|
|
|
|
13.4
|
|
|
|
9.5
|
|
General and administrative expenses
|
|
|
10,057,207
|
|
|
|
9,556,431
|
|
|
|
5.2
|
|
|
|
4.2
|
|
|
|
4.2
|
|
Closing expense and disposal of assets
|
|
|
7,042,222
|
|
|
|
390,672
|
|
|
|
1,702.6
|
|
|
|
2.9
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
$
|
(11,339,111
|
)
|
|
$
|
4,869,103
|
|
|
|
(332.9
|
)%
|
|
|
(4.7
|
)%
|
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The retail segment operates company-operated coffeehouses. As of
December 30, 2007, there were 432 company-operated
coffeehouses in 16 states and the District of Columbia.
Coffeehouse
sales
Coffeehouse sales increased $14.6 million, or 6.5%, to
$240.3 million in fiscal 2007 from $225.6 million in
fiscal 2006. This increase is primarily attributable to the net
increase of 1,704 coffeehouse operating weeks in fiscal 2007
compared to fiscal 2006 due to the timing of new coffeehouse
openings and closings. Comparable coffeehouse sales for fiscal
year 2007 were flat when compared with fiscal year 2006.
Costs
and Expenses
Cost of sales and related occupancy
costs.
Cost of sales and related occupancy costs
increased $5.7 million, or 6.1%, to $98.4 million in
fiscal year 2007, from $92.7 million in fiscal year 2006.
This increase is primarily attributable to the net increase of
1,704 coffeehouse operating weeks in fiscal 2007 compared to
fiscal 2006 due to the timing of new coffeehouse openings and
closings. As a percentage of total net sales, cost of sales and
related occupancy costs decreased to 40.9% in fiscal year 2007,
from 41.1% in fiscal year 2006. The decrease in cost of sales
and related occupancy costs as a percentage of coffeehouse sales
was primarily due to the lower drink ingredient costs partially
offset by higher occupancy costs at new coffeehouses.
Operating expenses.
Operating expenses
increased $8.6 million, or 9.1%, to $103.5 million in
fiscal year 2007, from $94.9 million in fiscal year 2006.
This increase is primarily attributable to the net increase of
1,704 coffeehouse operating weeks in fiscal 2007 vs. fiscal 2006
due to the timing of new coffeehouse openings and
26
closings. As a percentage of total net sales, operating expenses
increased to 43.1% in fiscal year 2007 from 42.1% in fiscal year
2006. The increase in operating expenses as a percentage of
coffeehouse sales was primarily due to higher labor expense as a
percent of net sales at company-operated coffeehouses.
Opening expenses.
Opening expenses decreased
$1.2 million, or 71.1%, to $0.5 million in fiscal year
2007, from $1.7 million in fiscal year 2006. The decrease
in coffeehouse opening expense was primarily attributable to the
opening of fewer new company-operated coffeehouses in fiscal
2007 versus fiscal 2006. In fiscal 2007, 20 new company-operated
coffeehouses were opened as compared to 60 new company-operated
coffeehouses in fiscal 2006.
Depreciation and amortization.
Depreciation
and amortization increased $10.6 million, or 49.2%, to
$32.1 million in fiscal year 2007, from $21.5 million
in fiscal year 2006. This increase was due to a full years
depreciation on coffeehouses opened in 2006 and accelerated
depreciation associated with coffeehouse asset impairments in
fiscal 2007. Coffeehouse depreciation and amortization includes
$10.4 million in accelerated depreciation associated with
coffeehouse asset impairments in fiscal 2007 as compared to
$1.2 million in fiscal year 2006. As a percentage of
coffeehouse sales, coffeehouse depreciation and amortization
increased to 13.4% in fiscal year 2007 from 9.5% in fiscal year
2006. The increase in depreciation and amortization as a
percentage of coffeehouse sales is primarily due to accelerated
depreciation associated with coffeehouse asset impairments in
fiscal 2007.
General and administrative expenses.
General
and administrative expenses increased $0.5 million, or
5.2%, to $10.1 million in fiscal 2007 from
$9.6 million in fiscal 2006. The increase was largely due
to coffeehouse management costs associated with the additional
store coffeehouse weeks in fiscal 2007. The Company capitalizes
direct costs associated with the site selection and construction
of new coffeehouses, including direct internal payroll and
payroll related costs. The Company capitalized approximately
$0.5 million and $1.5 million of such costs during the
fiscal years 2007 and 2006, respectively. These costs are
amortized over the lease terms of the underlying leases. As a
percentage of total net sales, general and administrative
expenses remained flat at 4.2% of coffeehouse sales in fiscal
year 2007 and fiscal year 2006.
Closing expense and disposal of
assets.
Closing expense and disposal of assets
increased $6.6 million to $7.0 million in fiscal year
2007 from $0.4 million in fiscal year 2006. The increase in
closing expense and disposal of assets is primarily attributable
to asset write-offs and lease termination costs associated with
the closing of 28 underperforming company-operated coffeehouses
in fiscal year 2007 compared to six closed company-operated
coffeehouses in fiscal year 2006. The Company will continue to
actively manage its portfolio of company-operated coffeehouses.
Expenses associated with the closings are variable from
coffeehouse to coffeehouse and are dependent upon the amount of
time left on the lease and the remaining book value of assets
associated with each coffeehouse.
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
Fiscal Year Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
%
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Change
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
As a % of commercial sales
|
|
|
Sales
|
|
$
|
12,425,859
|
|
|
$
|
8,603,740
|
|
|
|
44.4
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Costs of sales and related occupancy costs
|
|
|
7,819,012
|
|
|
|
4,947,273
|
|
|
|
58.0
|
|
|
|
62.9
|
|
|
|
57.5
|
|
Operating expenses
|
|
|
2,323,113
|
|
|
|
1,378,553
|
|
|
|
68.5
|
|
|
|
18.7
|
|
|
|
16.0
|
|
Depreciation and amortization
|
|
|
24,999
|
|
|
|
19,940
|
|
|
|
25.4
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
2,258,735
|
|
|
$
|
2,257,974
|
|
|
|
|
%
|
|
|
18.2
|
%
|
|
|
26.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The commercial segment sells high-quality gourmet whole bean and
ground coffee to grocery stores, mass merchandisers, office
coffee providers, airlines, hotels, sports and entertainment
venues, college campuses and on-line customers.
27
Sales
Sales increased $3.8 million, or 44.4%, to
$12.4 million in fiscal 2007 from $8.6 million in
fiscal 2006. This increase is primarily attributable to the
incremental sales to existing grocery store and other customers
and sales to new customers primarily grocery stores and Keurig.
Costs
and Expenses
Cost of sales and related occupancy
costs.
Cost of sales and related occupancy costs
increased $2.9 million, or 58.0%, to $7.8 million in
fiscal year 2007, from $4.9 million in fiscal year 2006.
The increase was primarily due to incremental sales to existing
grocery store and other customers and sales to new customers. As
a percentage of sales, cost of sales and related occupancy costs
increased to 62.9% in fiscal year 2007, from 57.5% in fiscal
year 2006. The increase in cost of sales and related occupancy
costs as a percentage of sales was primarily due to lower
margins on sales to Keurig and to slotting fees paid to new
grocery customers.
Operating expenses.
Operating expenses
increased $0.9 million, or 68.5%, to $2.3 million in
fiscal year 2007, from $1.4 million in fiscal year 2006.
This increase is primarily attributable to an increase in
marketing expense. As a percentage of sales, operating expenses
increased to 18.7% in fiscal year 2007 from 16.0% in fiscal year
2006. The increase in operating expenses as a percentage of
sales was primarily due to an increase in marketing expense
Franchise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
Fiscal Year Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
%
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Change
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
As a % of franchise sales
|
|
|
Sales
|
|
$
|
4,140,727
|
|
|
$
|
1,975,728
|
|
|
|
109.6
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Costs of sales and related occupancy costs
|
|
|
2,162,087
|
|
|
|
1,027,113
|
|
|
|
110.5
|
|
|
|
52.2
|
|
|
|
52.0
|
|
Operating expenses
|
|
|
1,216,845
|
|
|
|
1,016,785
|
|
|
|
19.7
|
|
|
|
29.4
|
|
|
|
51.5
|
|
Opening expenses
|
|
|
9,174
|
|
|
|
31,972
|
|
|
|
(71.3
|
)
|
|
|
0.2
|
|
|
|
1.6
|
|
Depreciation and amortization
|
|
|
9,577
|
|
|
|
6,517
|
|
|
|
47.0
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
743,044
|
|
|
$
|
(106,659
|
)
|
|
|
796.7
|
%
|
|
|
17.9
|
%
|
|
|
(5.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The franchise segment sells franchises to operate Caribou Coffee
brand coffeehouses to domestic and international franchisees. As
of December 30, 2007, there were 52 franchised coffeehouses
in the U.S. and international markets.
Sales
Sales increased $2.1 million or 109.6% to $4.1 million
in fiscal 2007 from $2.0 in fiscal 2006. This increase is
primarily attributable to franchise fees, royalties and product
sales from the 28 new franchise coffeehouses opened during the
year.
Costs
and Expenses
Cost of sales and related occupancy
costs.
Cost of sales and related occupancy costs
increased $1.2 million, or 110.5%, to $2.2 million in
fiscal year 2007, from $1.0 million in fiscal year 2006.
The increase was primarily due to the additional product sales
for the new franchised coffeehouses opened during the year. As a
percentage of sales, cost of sales and related occupancy costs
increased slightly to 52.2% in fiscal year 2007, from 52.0% in
fiscal year 2006. The increase in cost of sales and related
occupancy costs as a percentage of sales was primarily due to a
slight increase coffee bean costs.
Operating expenses.
Operating expenses
increased $0.2 million, or 19.7%, to $1.2 million in
fiscal year 2007, from $1.0 million in fiscal year 2006.
This increase is primarily attributable to increase
administrative costs associated with supporting the franchise
business. As a percentage of sales, operating expenses decreased
to 29.4% in fiscal year 2007 from 51.5% in fiscal year 2006. The
decrease in operating expenses as a percentage of sales was
primarily due to leverage obtained on certain fixed segment
expenses.
28
Unallocated
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
Fiscal Year Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
%
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Change
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
As a % of total net sales
|
|
|
General and administrative expenses
|
|
$
|
22,266,416
|
|
|
$
|
16,386,614
|
|
|
|
35.9
|
%
|
|
|
8.7
|
%
|
|
|
6.9
|
%
|
Closing expense and disposal of assets
|
|
|
(203,023
|
)
|
|
|
119,789
|
|
|
|
(269.5
|
)
|
|
|
(0.1
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
$
|
(22,063,393
|
)
|
|
$
|
(16,506,403
|
)
|
|
|
(33.7
|
)%
|
|
|
(8.6
|
)%
|
|
|
(7.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
expenses.
Unallocated general and administrative
expenses increased $5.9 million, or 35.9%, to
$22.3 million in fiscal 2007 from $16.4 million in
fiscal 2006. The increase was due to the addition of the
Companys Chief Operating Officer, severance costs
associated with the Companys former CEO, litigation
settlement costs and management consulting services. As a
percentage of total net sales, unallocated general and
administrative expenses increased to 8.7% of total net sales in
fiscal year 2007, from 6.9% of total net sales in fiscal year
2006. The increase was primarily due to the addition of the
Companys Chief Operating Officer, severance costs
associated with the Companys former CEO, litigation
settlement costs and management consulting services.
Closing expenses and disposal of
assets.
Unallocated closing expenses and disposal
of assets decreased $0.3 million to a net credit of
$0.2 million in fiscal year 2007 from $0.1 million in
fiscal year 2006. The Company has been maintaining a reserve
related to a lease for an office/warehouse building the Company
discontinued using in connection with a consolidation of its
corporate headquarters, warehouse and roasting facilities, in
accordance with SFAS No. 146,
Accounting for Costs
Associated with Exit or Disposal Activities.
This
consolidation was completed in June 2004. During fiscal year
2007, the Company obtained subleases for a substantial portion
of the building and reversed the remaining reserve.
Liquidity
and Capital Resources
Cash and cash equivalents as of December 30, 2007 were
$9.9 million, compared to cash and cash equivalents of
$14.8 million as of December 31, 2006. Our principal
requirements for cash are capital expenditures, coffeehouse
closing costs and funding operations. Capital expenditures
include the development costs related to the opening of new
coffeehouses, maintenance and remodeling of existing
coffeehouses, general and administrative expenditures for items
like, management information systems and costs for new
production equipment. Coffeehouse closing costs include the cost
of exiting a coffeehouse location including costs to remove
equipment and signage and lease termination costs. Currently,
our requirements for capital have been funded through cash flow
from operations, through our revolving credit facility, and from
our initial public offering in 2005.
For fiscal years 2007 and 2006, we generated cash flow from
operating activities of $12.0 million and
$15.4 million, respectively. The decrease in the amount of
cash provided by operating activities during fiscal year 2007,
was the result of the greater net loss during fiscal 2007, and
partially offset by cash provided by increases in accrued
compensation, accrued expense and income tax liability and the
deferred revenue liability associated with stored value Caribou
Cards. The increase in accrued compensation and accrued expense
and income tax liability is primarily due to the timing of
payments, while the increase in deferred revenue liability is
attributable to additional amounts customers have placed on
their stored value Caribou Cards.
A significant portion of our cash flow generated from operating
activities in each of the last two fiscal years has been
invested in capital expenditures, the majority of which was for
the construction of new company-operated coffeehouses, which
include the cost of leasehold improvements and capital
equipment. Total capital expenditures for fiscal 2007, were
$17.2 million, compared to capital expenditures of
$34.3 million for fiscal 2006. We opened 20 new
company-operated coffeehouses in fiscal year 2007, and 60 new
company-operated coffeehouses in fiscal year 2006. In addition,
during fiscal year 2006, investing activities included the
acquisition of new roasting equipment.
Net cash provided by financing activities was $0.3 million
for fiscal 2007 compared to $0.1 million used by financing
activities for fiscal 2006. As of fiscal year end 2007, we had
$60.0 million available under our revolving
29
credit facility and no amount outstanding. Interest payable
under the revolving credit facility is equal to the amount
outstanding under the facility multiplied by the applicable
LIBOR rate plus a specified margin. The revolving credit
facility is subject to financial and non-financial covenants.
In February 2008, we amended our revolving credit facility
reducing the maximum amount available to $20.0 million and
modifying certain of the revolving credit facilitys
financial covenants. Our revolving credit facility expiration
date of June 29, 2009, was not changed.
Our capital requirements include capital expenditures,
coffeehouse closing costs and funding operations. Capital
expenditures include the development costs related to the
opening of new coffeehouses, maintenance and remodeling of
existing coffeehouses, general and administrative expenditures
for items like management information systems and costs for new
production equipment. Coffeehouse closing costs are the costs of
exiting a coffeehouse location, including costs to remove
equipment and signage and lease termination costs. Our capital
requirements, have been, and may continue to be significant. Our
future capital requirements and the adequacy of available funds
will depend on many factors, including the pace of our
expansion, real estate markets, the availability of suitable
site locations and the nature of the arrangements negotiated
with landlords for new coffeehouse as well as lease termination
costs associated with existing underperforming coffeehouse
leases. Expenses associated with the lease terminations for
existing underperforming coffeehouse leases are variable from
coffeehouse to coffeehouse and are dependent upon the amount of
time left on the lease, local real estate market conditions as
well as other factors. We expect capital expenditures for fiscal
2008 to be in the range of $10.0 to $12.0 million and
expect closing expense and disposal of asset costs in fiscal
2008 to be consistent with fiscal 2007 . We believe that our
current liquidity, cash flow from operations and amounts
available under our revolving credit facility, will provide
sufficient liquidity to fund our operations for at least
12 months. In the future, we may amend or replace our
revolving credit facility or enter into another financing
arrangement to provide us with additional liquidity. We expect
that any such financing arrangement would be structured in a
manner that would be compliant with Shariah principles.
Shariah principles regarding the lending and borrowing of
money are complicated, requiring application of qualitative and
quantitative standards. The negotiation and documentation of
financing that is compliant with these principles are generally
complex and time consuming. As such, if we have immediate
liquidity needs, we may not be able to obtain financing that is
compliant with Shariah principles on a timely basis.
New
Accounting Standards
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
. The standard provides guidance
for using fair value to measure assets and liabilities.
SFAS 157 clarifies the principle that fair value should be
based on the assumptions market participants would use when
pricing an asset or liability and establishes a fair value
hierarchy that prioritizes the information used to develop those
assumptions. Under the standard, fair value measurements would
be separately disclosed by level within the fair value
hierarchy. The statement is effective for us beginning in fiscal
year 2009. In February 2008, the FASB issued FASB Staff Position
(FSP)
SFAS No. 157-2,
Effective Date of FASB Statement No. 157 (FSP
SFAS No. 157-2)
that deferred the effective date of SFAS No. 157 for
one year for certain nonfinancial assets and nonfinancial
liabilities. We have not determined the effect, if any, the
adoption of this statement will have on our results of
operations or financial position.
In February 2007, the FASB issued SFAS No. 159,
The
Fair Value Option for Financial Assets and Financial
Liabilities-Including and Amendment of FASB Statement
No. 115,
which is effective for fiscal years beginning
after November 15, 2007. This statement permits an entity
to choose to measure many financial instruments and certain
other items at fair value at specified election dates.
Subsequent unrealized gains and losses on items for which the
fair value has been elected will be reported in earnings. We are
currently evaluating the potential impact of this statement.
In December 2007, the FASB issued SFAS 160,
Noncontrolling Interests in Consolidated Financial
Statements. SFAS 160 establishes new standards that
will govern the accounting for and reporting of noncontrolling
interests in partially owned subsidiaries. SFAS 160 is
effective for fiscal years beginning on or after
December 15, 2008 and requires retroactive adoption of the
presentation and disclosure requirements for existing minority
interests. All other requirements shall be applied
prospectively. We are currently evaluating the potential impact
of this statement.
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
30
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Caribou Coffee Company, Inc. and Affiliates
We have audited the accompanying consolidated balance sheets of
Caribou Coffee Company, Inc. and Affiliates (A Majority Owned
Subsidiary of Caribou Holding Company Limited) (the Company) as
of December 30, 2007 and December 31, 2006, and the
related consolidated statements of operations,
shareholders equity, and cash flows for the years then
ended. Our audits also included the financial statement schedule
listed in the Index at Item 15(a). These financial
statements and schedule are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial
reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Caribou Coffee Company, Inc. and
Affiliates (A Majority Owned Subsidiary of Caribou Holding
Company Limited) as of December 30, 2007 and
December 31, 2006, and the consolidated results of their
operations and their cash flows for the years then ended, in
conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
As discussed in Note 1, Summary of Significant Accounting
Policies, to the consolidated financial statements, effective
January 2, 2006 the Company adopted Statement of Financial
Accounting Standards No. 123(R),
Share Based
Payment.
Also as discussed in Note 1, Summary of
Significant Accounting Policies, effective January 1, 2007,
the Company adopted FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109.
ERNST & YOUNG LLP
Minneapolis, Minnesota
March 19, 2008
31
Caribou
Coffee Company, Inc. and Affiliates
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
9,886,427
|
|
|
$
|
14,752,269
|
|
Accounts receivable (net of allowance for doubtful accounts of
$7,989 and $12,693 at December 30, 2007 and
December 31, 2006, respectively)
|
|
|
3,116,864
|
|
|
|
1,663,139
|
|
Other receivables
|
|
|
1,544,281
|
|
|
|
1,769,256
|
|
Income tax receivable
|
|
|
149,304
|
|
|
|
|
|
Inventories
|
|
|
10,228,527
|
|
|
|
10,294,493
|
|
Prepaid expenses and other current assets
|
|
|
1,690,668
|
|
|
|
1,339,596
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
26,616,071
|
|
|
|
29,818,753
|
|
Property and equipment, net of accumulated depreciation and
amortization
|
|
|
83,798,120
|
|
|
|
104,754,885
|
|
Notes receivable-related party
|
|
|
32,296
|
|
|
|
48,413
|
|
Restricted cash
|
|
|
410,831
|
|
|
|
286,005
|
|
Other assets
|
|
|
982,334
|
|
|
|
1,399,542
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
111,839,652
|
|
|
$
|
136,307,598
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
9,650,326
|
|
|
$
|
9,681,879
|
|
Accrued compensation
|
|
|
7,863,445
|
|
|
|
5,676,449
|
|
Accrued expenses
|
|
|
9,318,442
|
|
|
|
7,518,379
|
|
Deferred revenue
|
|
|
9,987,724
|
|
|
|
9,002,588
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
36,819,937
|
|
|
|
31,879,295
|
|
Asset retirement liability
|
|
|
989,490
|
|
|
|
872,184
|
|
Deferred rent liability
|
|
|
11,271,186
|
|
|
|
11,733,473
|
|
Deferred revenue
|
|
|
2,853,500
|
|
|
|
2,919,000
|
|
Income tax liability
|
|
|
473,064
|
|
|
|
342,108
|
|
Minority interests in affiliates
|
|
|
144,176
|
|
|
|
159,050
|
|
|
|
|
|
|
|
|
|
|
Total long term liabilities
|
|
|
15,731,416
|
|
|
|
16,025,815
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock, par value $.01, 20,000,000 shares
authorized; no shares issued and outstanding
|
|
|
|
|
|
|
|
|
Common stock, par value $.01, 200,000,000 shares
authorized; 19,370,590 and 19,286,425 shares issued and
outstanding at December 30, 2007 and December 31,
2006, respectively
|
|
|
193,706
|
|
|
|
192,864
|
|
Additional paid-in capital
|
|
|
124,231,862
|
|
|
|
122,153,502
|
|
Accumulated deficit
|
|
|
(65,137,269
|
)
|
|
|
(33,943,878
|
)
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
59,288,299
|
|
|
|
88,402,488
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
111,839,652
|
|
|
$
|
136,307,598
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
32
Caribou
Coffee Company, Inc. and Affiliates
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Coffeehouse sales
|
|
$
|
240,267,521
|
|
|
$
|
225,649,269
|
|
Other sales
|
|
|
16,566,587
|
|
|
|
10,579,467
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
|
256,834,108
|
|
|
|
236,228,736
|
|
Cost of sales and related occupancy costs
|
|
|
108,358,009
|
|
|
|
98,655,629
|
|
Operating expenses
|
|
|
107,061,316
|
|
|
|
97,319,754
|
|
Opening expenses
|
|
|
502,246
|
|
|
|
1,737,637
|
|
Depreciation and amortization
|
|
|
32,150,440
|
|
|
|
21,548,195
|
|
General and administrative expenses
|
|
|
32,323,623
|
|
|
|
25,943,045
|
|
Closing expense and disposal of assets
|
|
|
6,839,199
|
|
|
|
510,461
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(30,400,725
|
)
|
|
|
(9,485,985
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
1,059,936
|
|
Interest income
|
|
|
181,151
|
|
|
|
553,767
|
|
Interest expense
|
|
|
(576,281
|
)
|
|
|
(695,323
|
)
|
|
|
|
|
|
|
|
|
|
Loss before (benefit) provision for income taxes, minority
interest and cumulative effect of accounting change
|
|
|
(30,795,855
|
)
|
|
|
(8,567,605
|
)
|
(Benefit) provision for income taxes
|
|
|
(296,931
|
)
|
|
|
313,327
|
|
|
|
|
|
|
|
|
|
|
Loss before minority interest
|
|
|
(30,498,924
|
)
|
|
|
(8,880,932
|
)
|
Minority interest
|
|
|
164,367
|
|
|
|
178,158
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(30,663,291
|
)
|
|
$
|
(9,059,090
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1.59
|
)
|
|
$
|
(0.47
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of shares outstanding
|
|
|
19,333,200
|
|
|
|
19,281,740
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
33
Caribou
Coffee Company, Inc. and Affiliates
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
Consolidated Statements of Changes in Shareholders
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Paid-In
|
|
|
Treasury
|
|
|
Accumulated
|
|
|
Shareholders
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stock
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balance, January 1, 2006
|
|
|
19,269,133
|
|
|
$
|
192,699
|
|
|
$
|
121,626,855
|
|
|
$
|
(9,011
|
)
|
|
$
|
(24,884,788
|
)
|
|
$
|
96,925,755
|
|
Stock repurchase
|
|
|
(1,302
|
)
|
|
|
|
|
|
|
|
|
|
|
(11,651
|
)
|
|
|
|
|
|
|
(11,651
|
)
|
Share based compensation
|
|
|
|
|
|
|
|
|
|
|
507,000
|
|
|
|
|
|
|
|
|
|
|
|
507,000
|
|
Issuance of treasury stock in connection with stock options
|
|
|
2,034
|
|
|
|
|
|
|
|
|
|
|
|
20,662
|
|
|
|
|
|
|
|
20,662
|
|
Additional expenses related to initial public offering of common
stock
|
|
|
|
|
|
|
|
|
|
|
(69,292
|
)
|
|
|
|
|
|
|
|
|
|
|
(69,292
|
)
|
Exercise of stock options
|
|
|
16,560
|
|
|
|
165
|
|
|
|
88,939
|
|
|
|
|
|
|
|
|
|
|
|
89,104
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,059,090
|
)
|
|
|
(9,059,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
|
|
19,286,425
|
|
|
|
192,864
|
|
|
|
122,153,502
|
|
|
|
|
|
|
|
(33,943,878
|
)
|
|
|
88,402,488
|
|
Share based compensation
|
|
|
|
|
|
|
|
|
|
|
768,666
|
|
|
|
|
|
|
|
|
|
|
|
768,666
|
|
Exercise of stock options
|
|
|
84,165
|
|
|
|
842
|
|
|
|
523,622
|
|
|
|
|
|
|
|
|
|
|
|
524,464
|
|
Shareholder contribution
|
|
|
|
|
|
|
|
|
|
|
786,072
|
|
|
|
|
|
|
|
|
|
|
|
786,072
|
|
Impact of adopting FASB Interpretation No. 48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(530,100
|
)
|
|
|
(530,100
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,663,291
|
)
|
|
|
(30,663,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 30, 2007
|
|
|
19,370,590
|
|
|
$
|
193,706
|
|
|
$
|
124,231,862
|
|
|
$
|
|
|
|
$
|
(65,137,269
|
)
|
|
$
|
59,288,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
34
Caribou
Coffee Company, Inc. and Affiliates
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(30,663,291
|
)
|
|
$
|
(9,059,090
|
)
|
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
34,361,879
|
|
|
|
23,645,110
|
|
Amortization of deferred financing fees
|
|
|
344,392
|
|
|
|
344,392
|
|
Minority interests in affiliates
|
|
|
164,367
|
|
|
|
178,158
|
|
Provision for closing expense and asset disposals
|
|
|
3,348,896
|
|
|
|
263,172
|
|
Shareholder contribution
|
|
|
786,072
|
|
|
|
|
|
Stock-based compensation
|
|
|
768,666
|
|
|
|
507,000
|
|
Non cash accretion expense
|
|
|
117,306
|
|
|
|
111,187
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
(124,826
|
)
|
|
|
35,025
|
|
Accounts receivable and other receivables
|
|
|
(1,212,633
|
)
|
|
|
(18,903
|
)
|
Income tax receivable
|
|
|
(149,304
|
)
|
|
|
135,750
|
|
Inventories
|
|
|
65,966
|
|
|
|
888,019
|
|
Prepaid expenses and other assets
|
|
|
(278,256
|
)
|
|
|
(93,258
|
)
|
Accounts payable
|
|
|
(31,553
|
)
|
|
|
(4,871,865
|
)
|
Accrued compensation
|
|
|
2,186,996
|
|
|
|
213,792
|
|
Accrued expenses and income tax liability
|
|
|
1,369,961
|
|
|
|
2,301,046
|
|
Deferred revenue
|
|
|
919,636
|
|
|
|
792,328
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
11,974,274
|
|
|
|
15,371,863
|
|
Investing activities
|
|
|
|
|
|
|
|
|
Payments for property and equipment
|
|
|
(17,185,339
|
)
|
|
|
(34,337,262
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(17,185,339
|
)
|
|
|
(34,337,262
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
Distribution of minority interests earnings
|
|
|
(179,241
|
)
|
|
|
(157,266
|
)
|
Net (expenses from initial public offering
|
|
|
|
|
|
|
(69,292
|
)
|
Issuance of common stock
|
|
|
524,464
|
|
|
|
89,104
|
|
Repurchase of common stock
|
|
|
|
|
|
|
(11,651
|
)
|
Sale of treasury stock
|
|
|
|
|
|
|
20,662
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
345,223
|
|
|
|
(128,443
|
)
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(4,865,842
|
)
|
|
|
(19,093,842
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
14,752,269
|
|
|
|
33,846,111
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
9,886,427
|
|
|
$
|
14,752,269
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
Cash paid (received) during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
|
231,890
|
|
|
|
350,931
|
|
Income taxes
|
|
|
122,929
|
|
|
|
(79,538
|
)
|
Accrual for leasehold improvements, furniture, and equipment
|
|
$
|
1,245,183
|
|
|
$
|
1,676,512
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
35
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
1.
|
Business
and Summary of Significant Accounting Policies
|
Description
of Business
Caribou Coffee Company, Inc. and Affiliates (Caribou
or the Company) is a specialty retailer of
high-quality coffees, teas, bakery goods, and related
merchandise. The Company is a majority-owned subsidiary of
Caribou Holding Company Limited. As of December 30, 2007,
the Company had 484 coffeehouses, including 52 franchised
locations, located in Minnesota, Illinois, Ohio, Michigan, North
Carolina, Georgia, Maryland, Wisconsin, Virginia, Pennsylvania,
Iowa, Colorado, North Dakota, South Dakota, Kansas, Missouri,
Washington, D.C. and international markets.
Principles
of Consolidation
The Companys consolidated financial statements include the
accounts of Caribou Coffee Company, Inc. and affiliates that it
controls and a third party finance company where the Company is
the primary beneficiary in a variable interest entity. The
affiliates are Caribou Ventures, a partnership in which the
Company owns a 50% interest that operates one retail
coffeehouse, Caribou MSP Airport, a partnership in which the
Company owns a 49% interest that operates five coffeehouses, and
Caribou Coffee Development Company, Inc., a franchisor of
Caribou Coffee branded coffeehouses. The Company controls the
daily operations of Caribou Ventures and Caribou Coffee
Development Company, Inc. and accordingly consolidates their
results of operations. The Company provided a loan to its
partner in Caribou MSP Airport for all of the partners
equity contribution to the venture. Consequently, the Company
bears all the risk of loss but does not control all decisions
that may have a significant effect on the success of the
venture. Therefore, the Company consolidates the Caribou MSP
Airport as it is the primary beneficiary in this variable
interest entity. All material intercompany balances and
transactions between Caribou Coffee Company, Inc. and Caribou
Ventures, Caribou MSP Airport, Caribou Coffee Development
Company, Inc. and the third party finance company have been
eliminated in consolidation.
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the
U.S. (GAAP) requires management to make
estimates and assumptions that affect the amounts reported in
the accompanying consolidated financial statements. Actual
results may differ from those estimates, and such differences
may be material to the consolidated financial statements.
Fiscal
Year End
The Companys fiscal year ends on the Sunday closest to
December 31. Fiscal years 2007 and 2006 include
52 weeks. Each fiscal year consists of four 13-week
quarters and each 13-week quarter consists of two four-week
months and one five week month.
Cash
and Cash Equivalents
Cash and cash equivalents include all highly liquid investments
with a maturity of three months or less when purchased.
Fair
Value of Financial Instruments
The fair values of the Companys financial instruments,
which include cash and cash equivalents, accounts and notes
receivable, accounts payable and accrued expenses, approximate
their carrying values. The Companys financial instruments
that are exposed to concentrations of credit risk consist
primarily of cash and cash equivalents and accounts receivable.
The Company places its cash with high quality FDIC-insured
financial institutions. Credit losses have not been significant.
36
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Inventories
Inventories are stated at the lower of cost
(first-in,
first-out) or market.
Accounts
Receivable
The Company performs periodic credit evaluations of its
customers financial condition and does not require
collateral. Receivables are generally due within 30 days.
An allowance is recorded as an estimate of probable losses on
outstanding receivables. The accounts receivable balance
includes trade receivables.
Other
Receivables
Other receivables include occupancy related receivables from
subtenants of the Company and new lease tenant allowances due
from the Companys landlords.
Property
and Equipment
Property and equipment is stated on the basis of cost less
accumulated depreciation. The Company capitalizes direct costs
associated with the site selection and construction of new
coffeehouses, including direct internal payroll and payroll
related costs. The Company capitalized approximately $500,000
and $1,500,000 of such costs during the years ended
December 30, 2007 and December 31, 2006, respectively.
These costs are amortized over the lease terms of the underlying
leases. Depreciation of property and equipment is computed using
the straight-line method over the assets estimated useful
lives of two to 20 years. Leasehold improvements are
amortized using the straight-line method over the shorter of
their estimated useful lives or the related initial lease term,
excluding renewal option terms, which is generally five to ten
years, unless it is reasonably assured that the renewal option
term is going to be exercised.
The Company accounts for asset retirement obligations under
Financial Accounting Standards Board (FASB)
Interpretation No. 47 (FIN 47),
Accounting for Conditional Asset Retirement
Obligations an interpretation of FASB Statement
No. 143.
FIN 47 requires recognition of a
liability for the fair value of a required asset retirement
obligation when such obligation is incurred. The Companys
asset retirement obligations are primarily associated with
leasehold improvements which, at the end of a lease, the Company
is contractually obligated to remove in order to comply with the
lease agreement. At the inception of a lease with such
conditions, the Company records an asset retirement obligation
liability and a corresponding capital asset in an amount equal
to the estimated fair value of the obligation. The liability is
estimated based on a number of assumptions requiring
managements judgment, including store closing costs and
discount rates, and is accreted to its projected future value
over time. The capitalized asset is depreciated using the
estimated useful life for depreciation of leasehold improvement
assets. Upon satisfaction of the asset retirement obligation
conditions, any difference between the recorded asset retirement
obligation liability and the actual retirement costs incurred is
recognized as an operating gain or loss in the Companys
financial statements in the period incurred.
Total asset retirement obligation expense in fiscal 2007 and
fiscal 2006 was $154,000 and $116,000, respectively, and is
included in costs of sales and related occupancy costs and
depreciation and amortization. As of December 30, 2007 and
December 31, 2006, the Companys net asset retirement
obligation asset included in property, plant and equipment, net
of accumulated depreciation and amortization, was $163,583 and
$190,681, respectively, while the Companys net asset
retirement obligation liability included in asset retirement
liability was $989,490 and $872,184, on the same respective
dates.
Deferred
Financing Fees
The Company capitalized the costs incurred in acquiring its
revolving credit facility and included the costs as a component
of other assets. The costs are being amortized over the
five-year life of the agreement on a straight-line basis.
37
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Impairment
of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of
The Company reviews long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset
to future undiscounted net cash flows expected to be generated
by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
Stock
Compensation
The Company maintains stock option plans, which provide for the
granting of non-qualified stock options to officers and key
employees and certain non-employees. Stock options have been
granted at exercise prices equal to the fair market value of the
Companys common stock as of the dates of grant. Options
vest generally in four years and expire ten years from the grant
date. The Company recognizes share-based compensation expense on
a straight line basis over the four year vesting period.
Effective January 2, 2006, the Company adopted Statement
No. 123R,
Share-Based Payment
(SFAS 123R), which requires companies to
measure and recognize compensation expense for all share-based
payments at fair value. SFAS 123R is being applied on the
modified prospective basis. Prior to the adoption of
SFAS 123R, the Company accounted for its share-based
compensation plans under the recognition and measurement
principles of Accounting Principles Board (APB)
Opinion No. 25,
Accounting for Stock Issued to
Employees
, and related technical interpretations, and
accordingly, recognized no compensation expense related to the
share-based plans.
Under the modified prospective approach, SFAS 123R applies
to new awards and to awards that were outstanding on
January 2, 2006 that are subsequently modified, repurchased
or cancelled. Under the modified prospective approach,
compensation cost recognized for fiscal year 2006 includes
compensation cost for all share-based payments granted prior to,
but not yet vested on, January 2, 2006, based on the
grant-date fair value estimated in accordance with the
provisions of Statement No. 123,
Accounting for
Stock-Based Compensation
, and compensation cost for all
share-based payments granted subsequent to January 2, 2006,
based on the grant-date fair value estimated in accordance with
the provisions of SFAS 123R. Prior periods were not
restated to reflect the impact of adopting the new standard.
Coffeehouse
Preopening and Closing Expenses
Costs incurred in connection with
start-up
and
promotion of new coffeehouse openings are expensed as incurred.
When a coffeehouse is closed, the remaining carrying amount of
property and equipment, net of expected recovery value, is
charged to operations. For coffeehouses under operating lease
agreements, the estimated liability under the lease is also
accrued.
Revenue
Recognition
The Company recognizes retail coffeehouse revenue (coffeehouse
sales) when payment is tendered at the point of sale. Sales tax
collected from customers are presented net of the amounts
expected to be remitted to various tax jurisdictions.
Accordingly, sales taxes have no effect on the Companys
reported net sales in the accompany statements of operations.
Revenue from the sale of products to commercial or on-line
customers (other sales) is recognized when ownership and price
risk of the products are legally transferred to the customer,
which is generally upon the shipment of goods. Revenues include
any applicable shipping and handling costs invoiced to the
customer and the expense of such shipping and handling costs is
included in cost of sales.
38
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company sells stored value cards of various denominations.
Cash receipts related to stored value cards sales are deferred
when initially received and revenue is recognized when the card
is redeemed and the related products are delivered to the
customer. Such amounts are classified as a current liability on
the Companys consolidated balance sheets. On
January 1, 2007, the Company discontinued its policy of
charging a $2.00 per month maintenance fee on all of its stored
value cards which have had no activity for 12 consecutive
months. In prior years, this maintenance fee was recorded as
other income on the Companys financial statements. The
Company will honor all stored value cards presented for payment,
however, the Company has determined that the likelihood of
redemption is remote for certain card balances due to long
periods of inactivity. The Company estimates that cards which
have had no activity for 16 months are unlikely to be used
in the future. The Company uses the redemption recognition
method and recognizes the estimated value of abandoned cards as
a percentage of every stored value card redeemed and includes
the amount in Coffeehouse sales. Such amounts represent the
Companys experience regarding unused balances related to
stored value cards redeemed. The Company excludes stored value
card balances sold in jurisdictions which require remittance of
unused balances to government agencies under unclaimed property
laws.
Territory development fees and initial franchise fees are
recognized upon substantial performance of services for a new
territory or coffeehouse, which is generally upon the opening of
a new coffeehouse. Royalties based upon a percentage of reported
sales are recognized on a monthly basis when earned. Cash
payments received in advance for territory development fees or
initial franchise fees are recorded as deferred revenue until
earned.
Advertising
Advertising costs are expensed as incurred. Such amounts
aggregated approximately $6,807,000 and $5,748,000, for the
years ended December 30, 2007 and December 31, 2006,
respectively.
Operating
Leases and Rent Expense
The Company accounts for its operating leases in accordance with
SFAS No. 13,
Accounting for Leases
, and FASB
Technical
Bulletin No. 85-3,
Accounting for Operating Leases With Scheduled Rent
Increases.
Certain of the Companys lease agreements
provide for scheduled rent increases during the lease terms or
for rental payments commencing at a date other than the date of
initial occupancy. Rent expense is recorded on a straight-line
basis over the initial lease term. The difference between rent
expense and rent paid is recorded as deferred rent and is
included in accrued expenses and deferred rent
liability in the consolidated balance sheets. Contingent
rents, including those based on a percentage of retail sales
over stated levels, and rental payment increases based on a
contingent future event are accrued over the respective
contingency periods when the achievement of such targets or
events are deemed to be probable by the Company.
Income
Taxes
The Company accounts for income taxes under the liability method
in accordance with SFAS No. 109,
Accounting for
Income Taxes
. Under this method, deferred income tax assets
and liabilities are determined based on differences between the
financial reporting and tax basis of assets and liabilities and
are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
Effective January 1, 2007, the Company adopted FASB
Interpretation No. 48,
Accounting for Uncertainty in
Income Taxes
, an interpretation of FASB
statement No. 109 (FIN 48), which
prescribes a comprehensive model for how a company should
recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or
expects to take on a tax return. Though the validity of any tax
position is a matter of tax law, the body of statutory,
regulatory and interpretive guidance on the application of the
law is complex and often ambiguous. Because of this, whether a
tax position will ultimately be sustained may be uncertain.
Under FIN 48, the impact of an uncertain tax position that
is more likely than not of being sustained upon audit by the
relevant taxing
39
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
authority must be recognized at the largest amount that is more
likely than not to be sustained. No portion of an uncertain tax
position will be recognized if the position has less than a 50%
likelihood of being sustained.
Net
Loss Per Share
Basic net loss per share was computed based on the weighted
average number of shares of common stock outstanding. Diluted
net loss per share was computed based on the weighted average
number of shares of common stock outstanding plus the impact of
potentially dilutive shares, if any.
Reclassification
Certain prior year amounts have been reclassified to conform to
the current year presentation.
|
|
2.
|
Impairments,
Coffeehouse Closings and Asset Disposals
|
Based on an operating cash flow analysis performed throughout
the year combined with operational judgment on the future
potential of individual coffeehouses, the Company commits to a
plan to close unprofitable coffeehouses. If the coffeehouse
assets are deemed to be impaired, the Company records a charge
to reduce the carrying value of the property and equipment to
estimated realizable value. In fiscal year 2007 and 2006, the
Company recorded depreciation expense of $10,371,764 and
$1,225,000 for the impairment of 36 and 7 coffeehouses,
respectively, in its retail segment.
Upon closing of the coffeehouses, the Company will accrue for
estimated lease commitments and other expenses associated with
the closings. During the fiscal year 2007, the Company also
wrote off the carrying value of property and equipment that were
abandoned or disposed of in connection with coffeehouse
remodels, coffeehouse relocations or general property and
equipment impairment. The Company has been maintaining a reserve
related to a lease for an office/warehouse building the Company
discontinued using in connection with a consolidation of its
corporate headquarters, warehouse and roasting facilities, in
accordance with SFAS No. 146,
Accounting for Costs
Associated with Exit or Disposal Activities.
This
consolidation was completed in June 2004. During fiscal year
2007, the Company obtained subleases for a substantial portion
of the building and reversed the remaining reserve. The lease
for the office/warehouse building expires in 2011. In fiscal
year 2006, the charge related to these consolidation activities
is limited to an accrual for the remaining lease rentals,
reduced by estimated sublease rentals that could be reasonably
obtained.
Closing and disposal charges consist of the following:
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Coffeehouse closures
|
|
|
28
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Amount charged to operations for closed coffeehouses:
|
|
|
|
|
|
|
|
|
Amount charged to operations for costs to consolidate facilities
|
|
$
|
(203,023
|
)
|
|
$
|
119,789
|
|
Amount charged to operations for lease costs associated with
lease termination-cash
|
|
|
3,076,016
|
|
|
|
127,500
|
|
|
|
|
|
|
|
|
|
|
Total exit costs
|
|
|
2,872,993
|
|
|
|
247,289
|
|
Cash closure costs for equipment removal from closed coffeehouses
|
|
|
617,311
|
|
|
|
|
|
Net book value of closed coffeehouse property and equipment
|
|
|
2,970,727
|
|
|
|
194,413
|
|
Amount charged to operations for other property and equipment
write-offs
|
|
|
378,168
|
|
|
|
68,759
|
|
|
|
|
|
|
|
|
|
|
Coffeehouse closing expense and disposal of assets
|
|
$
|
6,839,199
|
|
|
$
|
510,461
|
|
|
|
|
|
|
|
|
|
|
40
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The amount charged to operations for other property and
equipment write-offs relates to non-coffeehouse assets
written-off during the year.
A reconciliation of the beginning and ending exit activity
accrual is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Additions
|
|
|
Deductions
|
|
|
|
|
|
|
Beginning of
|
|
|
Charged to
|
|
|
from
|
|
|
Balance at
|
|
Year Ended:
|
|
Year
|
|
|
Expense
|
|
|
Reserves
|
|
|
End of Year
|
|
|
December 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exit costs
|
|
$
|
511,641
|
|
|
$
|
2,872,993
|
|
|
$
|
2,917,866
|
|
|
$
|
466,768
|
|
Severance
|
|
|
|
|
|
|
1,353,000
|
|
|
|
|
|
|
|
1,353,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
511,641
|
|
|
$
|
4,225,993
|
|
|
$
|
2,917,866
|
|
|
$
|
1,819,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In November 2007, the Companys CEO resigned his position.
In connection with the resignation, the Company entered into an
agreement with the former CEO to 1.) continue to pay the former
CEO a base salary for 60 days; 2.) immediately vest all unvested
stock options; and 3.) pay a lump sum severance benefit of
$1,353,000 in July of 2008. The Company recorded a liability for
the amount of the severance benefit in the fourth quarter of
fiscal year 2007 and has included the amount in accrued
compensation and general and administrative expense as of and
for the year ended December 30, 2007.
|
|
3.
|
Recent
Accounting Pronouncements
|
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
. The standard provides guidance
for using fair value to measure assets and liabilities.
SFAS 157 clarifies the principle that fair value should be
based on the assumptions market participants would use when
pricing an asset or liability and establishes a fair value
hierarchy that prioritizes the information used to develop those
assumptions. Under the standard, fair value measurements would
be separately disclosed by level within the fair value
hierarchy. The statement is effective for the Company beginning
in fiscal year 2009. In February 2008, the FASB issued FASB
Staff Position (FSP)
SFAS No. 157-2,
Effective Date of FASB Statement No. 157 (FSP
SFAS No. 157-2)
that deferred the effective date of SFAS No. 157 for
one year for certain nonfinancial assets and nonfinancial
liabilities. The Company has not determined the effect, if any,
the adoption of this statement will have on our results of
operations or financial position.
In February 2007, the FASB issued SFAS No. 159,
The
Fair Value Option for Financial Assets and Financial
Liabilities-Including an Amendment of FASB Statement
No. 115,
which is effective for fiscal years beginning
after November 15, 2007. This statement permits an entity
to choose to measure many financial instruments and certain
other items at fair value at specified election dates.
Subsequent unrealized gains and losses on items for which the
fair value has been elected will be reported in earnings. The
Company is currently evaluating the potential impact of this
statement.
In December 2007, the FASB issued SFAS 160,
Noncontrolling Interests in Consolidated Financial
Statements. SFAS 160 establishes new standards that
will govern the accounting for and reporting of noncontrolling
interests in partially owned subsidiaries. SFAS 160 is
effective for fiscal years beginning on or after
December 15, 2008 and requires retroactive adoption of the
presentation and disclosure requirements for existing minority
interests. All other requirements shall be applied
prospectively. The Company is currently evaluating the potential
impact of this statement.
41
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
4.
|
Cash and
Cash Equivalents
|
Cash and cash equivalents consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Operating funds
|
|
$
|
9,886,427
|
|
|
$
|
12,184,408
|
|
Money market funds/short-term investments
|
|
|
|
|
|
|
2,567,861
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,886,427
|
|
|
$
|
14,752,269
|
|
|
|
|
|
|
|
|
|
|
At December 30, 2007 and December 31, 2006, cash of
$410,005 and $286,005, respectively, was pledged as collateral
on outstanding letters of credit related to lease commitments
and was classified as restricted cash in the consolidated
balance sheets.
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Coffee
|
|
$
|
3,485,133
|
|
|
$
|
3,879,079
|
|
Merchandise held for sale
|
|
|
4,345,584
|
|
|
|
3,627,035
|
|
Supplies
|
|
|
2,397,810
|
|
|
|
2,788,379
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,228,527
|
|
|
$
|
10,294,493
|
|
|
|
|
|
|
|
|
|
|
At December 30, 2007 and December 31, 2006, the
Company had fixed price inventory purchase commitments,
primarily for green coffee, aggregating approximately $6,922,000
and $5,433,000, respectively. These commitments are for less
than one year.
|
|
7.
|
Property
and Equipment
|
Property and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Leasehold improvements
|
|
$
|
90,400,637
|
|
|
$
|
95,044,683
|
|
Furniture, fixtures, and equipment
|
|
|
114,343,734
|
|
|
|
103,580,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
204,744,371
|
|
|
|
198,625,308
|
|
Less accumulated depreciation and amortization
|
|
|
(120,946,251
|
)
|
|
|
(93,870,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
83,798,120
|
|
|
$
|
104,754,885
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense on furniture, fixtures and equipment and
amortization expense on leasehold improvements totaled
$34,361,879 and $23,645,110 for the years ended
December 30, 2007 and December 31, 2006, respectively,
of which $797,947 and $761,438, respectively, are included in
cost of sales and related occupancy costs and $1,413,492 and
$1,335,476, respectively, are included in general and
administrative expense on the Companys statements of
operations.
42
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
8.
|
Note
Payable and Revolving Credit Facility
|
On December 27, 2000, the Company entered into a sale
leaseback arrangement with a third party finance company whereby
from time to time the Company sells equipment to the finance
company, and, immediately following the sale, it leases back all
of the equipment it sold to such third party. The Company did
not recognize any gain or loss on the sale of the assets. During
fiscal 2004, the Company entered into a new sale leaseback
arrangement where the maximum amount of equipment the Company
can sell and leaseback was increased to $55 million and the
expiration of the agreement was extended to June 29, 2009.
In March 2005 the maximum amount was increased to
$60 million. Annual rent payable under the lease financing
arrangement is equal to the amount outstanding under the lease
financing arrangement multiplied by the applicable LIBOR rate
plus a specified margin.
In February 2008, the Company amended the sale leaseback
arrangement reducing the maximum amount available to
$20 million and modified certain of the arrangements
financial covenants. The sale leaseback arrangements
expiration date of June 29, 2009, was not changed.
The finance company funds its obligations under the lease
financing arrangement through a revolving credit facility that
it entered into with a commercial lender. The terms of the
revolving credit facility are economically equivalent to the
lease financing arrangement such that the amount of rent
payments and unpaid acquisition costs under the lease financing
arrangement are at all times equal to the interest and principal
under the revolving credit facility. The Company consolidates
the third party finance company as the Company is the primary
beneficiary in a variable interest entity due to the terms and
provisions of the lease financing arrangement. Accordingly, the
Companys consolidated balance sheets include all assets
and liabilities of the third party finance company under the
captions property and equipment and revolving credit facility,
respectively. The Companys consolidated statements of
operations include all the operations of the finance company
including all interest expense related to the revolving credit
facility. Notwithstanding this presentation, the Companys
obligations are limited to its obligations under the lease
financing arrangement and the Company has no obligations under
the revolving credit facility. The third party finance company
was established solely for the purpose of facilitating the
Companys sale leaseback arrangement. The finance company
does not have any other assets or liabilities or income and
expense other than those associated with the revolving credit
facility. At December 30, 2007 and December 31, 2006,
there was no property and equipment leased under this
arrangement. The lease financing arrangement has been structured
to be consistent with Shariah principles.
The terms of the sale leaseback agreement contain certain
financial covenants and limitations on the amount used for
expansion activities based on operating cash flows of the
Company. The Company is liable for a commitment fee aggregating
on any unused portion of the facility. The unused portion of the
facility aggregated approximately $60.0 million at
December 30, 2007. In February 2008, the maximum amount
available under the sale leaseback agreement was reduced to
$20.0 million. The commitment fee varies between 0.375% to
0.5% based on outstanding borrowing and financial covenants.
Note payable and revolving credit facility are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Revolving credit facility
|
|
$
|
|
|
|
$
|
|
|
43
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Deferred financing fees consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Deferred financing fees
|
|
$
|
1,721,958
|
|
|
$
|
1,721,958
|
|
Less accumulated amortization
|
|
|
(1,205,371
|
)
|
|
|
(860,979
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
516,587
|
|
|
$
|
860,979
|
|
|
|
|
|
|
|
|
|
|
Amortization expense on deferred financing fees totaled $344,392
and $344,392 for the years ended December 30, 2007 and
December 31, 2006, respectively.
|
|
9.
|
Equity
and Stock Based Compensation
|
The Company maintains stock option plans which provide for the
granting of non-qualified stock options to officers and key
employees and certain non-employees. Stock options have been
granted at prices equal to the fair market values as of the
dates of grant. Options vest generally in four years and expire
in ten years from the grant date. Upon the exercise of an
option, new shares of stock are issued by the Company. Prior to
January 2, 2006, the Company accounted for employee
share-based compensation using the intrinsic value method in
accordance with APB Opinion No. 25. Effective
January 2, 2006, the Company adopted the fair value
recognition provisions of SFAS 123R using the
modified-prospective-transition method. Results for prior
periods have not been restated. Under SFAS 123R,
share-based compensation expense for fiscal year 2007 and fiscal
year 2006, totaled approximately $769,000 and $507,000,
respectively. During fiscal year 2007, the Company modified the
vesting terms for stock options granted to its former CEO which
resulted in a reduction of share-based compensation expense of
approximately $149,000.
As a result of adopting SFAS 123R on January 2, 2006,
net loss per share for fiscal year 2007 and fiscal year 2006,
were $0.04 and $0.03 lower, respectively, than if the Company
had continued to account for share-based compensation under APB
Opinion No. 25.
The Company receives a tax deduction for certain stock option
exercises during the period the options are exercised, generally
for the excess of the price at which the stock is sold over the
exercise price of the options. Prior to adoption of
SFAS No. 123R, the Company reported all tax benefits
resulting from the award of equity instruments as operating cash
flows in our condensed consolidated statements of cash flows. In
accordance with SFAS 123R, the Company is required to
report excess tax benefits from the award of equity instruments
as financing cash flows; however as the Company is currently in
a net operating loss carryforward position, there is no cash
flow effect for the excess tax benefits. Once the Company is no
longer in a net operating loss carryforward position, excess tax
benefits will be recorded when a deduction reported for tax
return purposes for an award of equity instruments exceeds the
cumulative compensation cost for the instruments recognized for
financial reporting purposes.
The per share weighted-average fair value of stock options
granted during the years ended December 30, 2007 and
December 31, 2006 was $3.23 and $4.11, respectively, on the
date of grant using the Black-Scholes option-pricing model to
estimate fair value of share-based awards with the following
weighted average assumptions:
|
|
|
|
|
|
|
Years Ended
|
|
|
December 30,
|
|
December 31,
|
|
|
2007
|
|
2006
|
|
Expected dividend yield
|
|
0%
|
|
0%
|
Weighted average risk free interest rate
|
|
4.49%
|
|
4.78%
|
Expected life
|
|
5 years
|
|
5 years
|
Volatility
|
|
31% - 47%
|
|
47% - 50%
|
44
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Prior to September 29, 2005, there was no public market for
the Companys common stock and therefore stock price
volatility was 0%. From September 29, 2005 through 2006,
the Company used an estimate of expected volatility based on an
average of comparable companies in similar industries, because
the Company did not have a sufficient amount of historical
information regarding the volatility of its share price. During
2007, the Company began using historical information of the
volatility of its share price in its valuation model. The
Company uses historical data to estimate option exercises and
employee terminations within the valuation model. Separate
groups of employees that have similar historical exercise
behavior are considered separately for valuation purposes. The
expected term of options granted is estimated based on
historical exercise behavior and represents the period of time
that options granted are expected to be outstanding. The
risk-free rate for periods within the contractual life of the
option is based on the U.S. Treasury yield curve in effect
at the time of grant.
At December 30, 2007, there was $1.5 million of
unrecognized compensation cost related to share-based payments,
which is expected to be recognized over a weighted-average
period of 2.2 years.
Stock option activity during the years indicated is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contract
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
Life
|
|
|
Value
|
|
|
Outstanding, January 1, 2006
|
|
|
2,204,199
|
|
|
$
|
7.21
|
|
|
|
7.66 Yrs
|
|
|
|
|
|
Granted
|
|
|
341,088
|
|
|
$
|
8.93
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(18,594
|
)
|
|
$
|
5.90
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(105,093
|
)
|
|
$
|
7.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2006
|
|
|
2,421,600
|
|
|
$
|
7.43
|
|
|
|
6.98 Yrs
|
|
|
$
|
2,668,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
439,250
|
|
|
$
|
7.31
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(84,165
|
)
|
|
$
|
6.23
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(205,939
|
)
|
|
$
|
7.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 30, 2007
|
|
|
2,570,746
|
|
|
$
|
7.46
|
|
|
|
6.47 Yrs
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and expected to vest at December 30, 2007
|
|
|
2,332,785
|
|
|
$
|
7.09
|
|
|
|
6.74 Yrs
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested at December 30, 2007
|
|
|
1,729,886
|
|
|
$
|
7.14
|
|
|
|
5.45 Yrs
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted to employees are exercisable according to the
terms of each agreement, usually four years. At
December 30, 2007 and December 31, 2006, 1,729,886 and
1,341,893 options outstanding were exercisable with weighted
average exercise prices of $7.14 and $6.68, respectively. At
December 30, 2007 and December 31, 2006, 2,781,332 and
2,864,864, respectively, of the Companys common stock were
reserved for issuance related to stock options and stock
purchase warrants. At December 30, 2007 and
December 31, 2006, the weighted-average remaining
contractual life of outstanding options was 5.45 and
6.98 years, respectively. During the fiscal year ended
December 30, 2007, the total intrinsic value of stock
exercised was $73,540 and the gross amount of proceeds the
Company received form the exercise of stock options was
$524,000. During the fiscal year ended December 30, 2007
and December 31, 2006, the total fair value of options
vested was $0.9 million and $1.9 million, respectively.
45
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes information about stock options
outstanding at December 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
|
Average
|
|
|
Average
|
|
|
Number of
|
|
|
Average
|
|
|
|
Options
|
|
|
Remaining
|
|
|
Exercise
|
|
|
Options
|
|
|
Exercise
|
|
Range of Exercise Prices
|
|
Outstanding
|
|
|
Contractual Life
|
|
|
Price
|
|
|
Exercisable
|
|
|
Price
|
|
|
$ 4.87 - $ 6.70
|
|
|
1,383,034
|
|
|
|
5.03 years
|
|
|
$
|
6.34
|
|
|
|
1,278,245
|
|
|
$
|
6.36
|
|
$ 6.71 - $ 8.52
|
|
|
593,027
|
|
|
|
8.54 years
|
|
|
$
|
7.46
|
|
|
|
115,557
|
|
|
$
|
7.16
|
|
$ 8.53 - $10.35
|
|
|
533,892
|
|
|
|
7.73 years
|
|
|
$
|
9.63
|
|
|
|
305,688
|
|
|
$
|
9.74
|
|
$10.36 - $12.17
|
|
|
5,793
|
|
|
|
7.87 years
|
|
|
$
|
11.00
|
|
|
|
2,897
|
|
|
$
|
11.00
|
|
$12.18 - $14.00
|
|
|
55,000
|
|
|
|
7.76 years
|
|
|
$
|
14.00
|
|
|
|
27,500
|
|
|
$
|
14.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,570,746
|
|
|
|
6.47 years
|
|
|
$
|
7.46
|
|
|
|
1,729,886
|
|
|
$
|
7.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
Leasing
Arrangements and Commitments
|
The Company leases retail coffeehouses, roasting and
distribution facilities and office space under operating leases
expiring through February 2021. Most lease agreements contain
renewal options and rent escalation clauses. Certain leases
provide for contingent rentals based upon gross sales.
Rental expense under these lease agreements, excluding real
estate taxes, common area charges and insurance, was as follows:
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Minimum rentals
|
|
$
|
20,588,378
|
|
|
$
|
19,473,725
|
|
Contingent rentals
|
|
|
2,146,392
|
|
|
|
2,053,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,734,770
|
|
|
|
21,527,333
|
|
Less sublease rentals
|
|
|
(339,829
|
)
|
|
|
(222,582
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,394,941
|
|
|
$
|
21,304,751
|
|
|
|
|
|
|
|
|
|
|
Minimum future rental payments under these agreements as of
December 30, 2007 are as follows:
|
|
|
|
|
2007
|
|
$
|
22,847,228
|
|
2008
|
|
|
22,029,362
|
|
2009
|
|
|
21,084,665
|
|
2010
|
|
|
19,764,376
|
|
2011
|
|
|
17,613,279
|
|
Thereafter
|
|
|
47,701,424
|
|
|
|
|
|
|
|
|
$
|
151,040,334
|
|
|
|
|
|
|
Total future minimum sublease rental income is $2,792,085.
46
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The (benefit) provision for income taxes consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Current:
|
|
|
|
|
|
|
|
|
U.S. Federal
|
|
$
|
(261,197
|
)
|
|
$
|
80,158
|
|
State
|
|
|
(52,247
|
)
|
|
|
189,444
|
|
Foreign
|
|
|
16,513
|
|
|
|
44,124
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(296,931
|
)
|
|
$
|
313,327
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the differences between income taxes
computed at the U.S. Federal statutory tax rate and the
Companys income tax (benefit) provision is as follows:
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Tax at U.S. Federal statutory rate
|
|
$
|
(10,526,475
|
)
|
|
$
|
(2,973,559
|
)
|
Tax at State statutory rate net of federal benefit
|
|
|
(1,689,723
|
)
|
|
|
(488,260
|
)
|
State income taxes, net of federal benefit
|
|
|
85,700
|
|
|
|
125,033
|
|
Foreign tax
|
|
|
16,513
|
|
|
|
43,725
|
|
Permanent differences
|
|
|
12,950
|
|
|
|
42,002
|
|
Changes in valuation allowance
|
|
|
12,206,353
|
|
|
|
3,378,513
|
|
(Decrease) increase to reserve for tax contingencies
|
|
|
(399,144
|
)
|
|
|
105,000
|
|
Other, net
|
|
|
(3,105
|
)
|
|
|
80,873
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(296,931
|
)
|
|
$
|
313,327
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards totaled $29.0 million at
December 30, 2007. The net operating loss carryforwards
will begin to expire in 2011, if not utilized. Additional equity
offerings or certain changes in control in future years may
further limit the Companys ability to utilize
carryforwards. After consideration of all the evidence, both
positive and negative, management has recorded a valuation
allowance against its deferred income tax assets at
December 30, 2007 due to the uncertainty of realizing such
deferred income tax assets.
47
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Deferred income taxes reflect the net income tax effect of
temporary differences between the carrying amounts of the assets
and liabilities for financial reporting purposes and amounts
used for income taxes. The tax effects of temporary differences
that give rise to significant portions of the Companys
deferred income tax assets (liabilities) are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Depreciation
|
|
$
|
7,667,546
|
|
|
$
|
3,746,096
|
|
Deferred rent on leases
|
|
|
413,877
|
|
|
|
458,557
|
|
Net operating loss carryforwards
|
|
|
10,918,738
|
|
|
|
5,203,334
|
|
Coffeehouse closing and asset reserves
|
|
|
158,701
|
|
|
|
173,958
|
|
Accrued expenses
|
|
|
1,990,958
|
|
|
|
810,290
|
|
Deferred revenue
|
|
|
1,524,421
|
|
|
|
1,364,412
|
|
Other
|
|
|
918,701
|
|
|
|
469,019
|
|
State deferred
|
|
|
1,932,543
|
|
|
|
1,093,466
|
|
|
|
|
|
|
|
|
|
|
Gross deferred income tax assets
|
|
|
25,525,485
|
|
|
|
13,319,132
|
|
Less deferred income tax asset valuation allowance
|
|
|
(25,525,485
|
)
|
|
|
(13,319,132
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred income tax assets
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The Company adopted FIN 48 on January 1, 2007. As a
result of the implementation of FIN 48, the Company
recognized a $530,100 increase to long term income tax
liabilities for unrecognized tax benefits (including interest
and penalties of $70,000), which was accounted for on the
Companys balance sheet as a reduction to the beginning
balance of accumulated deficit.
At December 30, 2007, the Company had $3,401,363 of total
unrecognized tax benefits, of which $435,245, if recognized,
could have a favorable impact on the effective income tax rate
in future periods. This determination could be affected if the
Company were to change its position with respect to recognizing
income tax benefits for future deductions. The total amount of
accrued interest and penalties resulting from such unrecognized
tax benefits was $39,414 at December 30, 2007. A
reconciliation of the beginning and ending amount of
unrecognized tax benefits as of December 30, 2007 was as
follows:
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 30,
|
|
|
|
2007
|
|
|
Beginning balance
|
|
$
|
4,759,000
|
|
Reductions for prior year positions
|
|
|
(32,165
|
)
|
Reductions for current year positions
|
|
|
(960,080
|
)
|
Reductions for expiration of statute of limitations
|
|
|
(365,392
|
)
|
|
|
|
|
|
Ending balance
|
|
$
|
3,401,363
|
|
|
|
|
|
|
The Company recognizes interest and penalties related to
uncertain tax positions in income tax expense.
The Company anticipates that it is reasonably possible that the
total amount of unrecognized tax benefits related to the timing
of certain occupancy deductions could decrease in the range of
$40,000 to $70,000 during the next 12 months due to the
closure of tax years by expiration of the statute of limitations.
For federal purposes, tax years prior to 2003 are closed for
assessment purposes; however, the years remain open to
examination as a result of net operating losses being generated
and carried forward into future years. Tax years in which a net
operating loss was generated will remain open for examination
until the statute of limitations
48
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
will close on tax years utilizing net operating loss
carryforward to reduce the tax due. Generally, the statute of
limitations will close on tax years utilizing net operating loss
carryforwards three years subsequent to the utilization of net
operating losses. For state purposes, the statute of limitations
remains open in a similar manner for states where the Company
generated net operating losses.
|
|
12.
|
Related
Party Transactions
|
Notes
from Affiliates
In 1999, the Company issued a note to an affiliate of the
Company. The note has a variable interest rate of prime plus 2%,
with interest-only payments due each quarter, from
January 15, 1999 until October 15, 2001. Beginning
January 15, 2002, principal payments of $4,029 and any
accrued interest were due each quarter with the final payment
due on October 15, 2009. The note receivable balance plus
accrued interest totaled $32,296 and $48,413 at
December 30, 2007 and December 31, 2006, respectively.
During fiscal year 2007, the Companys majority shareholder
contributed management consulting and research services of
$786,072. Since the Company was the primary beneficiary of these
services, it included the amount in general and administrative
expense and recorded a corresponding increase to additional
paid-in capital.
|
|
13.
|
Employee
Benefit Plan
|
The Company sponsors a 401(k) defined contribution plan for
substantially all employees. Amounts expensed for company
contributions to the plan aggregated approximately $131,000 and
$140,000 for the years ended December 30, 2007 and
December 31, 2006, respectively.
|
|
14.
|
Master
Franchise Agreement
|
In November 2004, the Company entered into a Master Franchise
Agreement with a franchisee. The agreement provides the
franchisee the right to develop, subfranchise or operate 250
Caribou Coffee coffeehouses in 12 Middle Eastern countries. The
Agreement expires in November 2012 and provides for certain
renewal options.
In connection with the agreement, the franchisee paid the
Company a nonrefundable deposit aggregating $3,250,000. In
addition to the deposit, the franchisee is obligated to pay the
Company $20,000 per franchised/subfranchised coffeehouse
(initial franchise fee) opened for the first 100 Caribou Coffee
Coffeehouses and $15,000 for each additional
franchised/subfranchised coffeehouse opened (after the first
100). The agreement provides for $5,000 of the initial deposit
received by the Company to be applied against the initial
franchise fee as discussed herein. Monthly royalty payments
ranging from 3%-5% of gross sales are also due to the Company.
The Company included $2,535,000 and $2,769,000 of the deposit
related to this agreement in long term liabilities as deferred
revenue and $290,000 and $325,000 in current liabilities as
deferred revenue as of December 30, 2007 and
December 31, 2006, respectively. The current portion of
deferred revenue represents the franchise fees for the
coffeehouses estimated to be opened during the subsequent twelve
months per the development schedule in the Master Franchise
Agreement. The initial deposit will be amortized into income on
a pro rata basis along with the initial franchise fee payments
received in connection with the execution of the franchise or
subfranchise agreements at the time of the coffeehouse opening.
At December 30, 2007, there were thirty-five coffeehouses
operating under this Agreement. The franchisee and certain
owners of the franchisee also own indirect interests in Caribou
Holding Company Limited.
The Company deferred certain costs in connection with the Master
Franchise Agreement of which $21,000 was included in prepaid
expense at December 30, 2007 and December 31, 2006,
and $204,410 and $223,060 was included other assets at
December 30, 2007 and December 31, 2006, respectively.
These costs include the direct
49
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
costs for training franchisees, establishing a logistics and
distribution network to supply product to franchisees, related
travel and legal costs. These costs are direct one-time charges
incurred by the Company associated with the start up of the
Master Franchise Agreement. These costs will be deferred until
the related revenue is recognized when the coffeehouse is opened.
Basic and diluted net loss per share for the years ended
December 30, 2007 and December 31, 2006 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Net loss
|
|
$
|
(30,663,291
|
)
|
|
$
|
(9,059,090
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding (for basic
calculation)
|
|
|
19,333,200
|
|
|
|
19,281,740
|
|
Effects of dilutive stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding (for diluted
calculation)
|
|
|
19,333,200
|
|
|
|
19,281,740
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic and diluted
|
|
$
|
(1.59
|
)
|
|
$
|
(0.47
|
)
|
|
|
|
|
|
|
|
|
|
For fiscal 2007 and 2006, all outstanding stock options were
excluded from the calculation of shares applicable to diluted
net loss per share because their inclusion would have been
anti-dilutive.
|
|
16.
|
Commitments
and Contingencies
|
On July 26, 2005, three of our former employees filed a
lawsuit against us in the State of Minnesota District Court for
Hennepin County seeking monetary and equitable relief from us
under the Minnesota Fair Labor Standards Act, or the Minnesota
FLSA, the federal FLSA, and state common law. Pursuant to the
Order Granting Stipulation of Dismissal of February 8,
2006, the plaintiffs dismissed their claims for quantum meruit
and unjust enrichment under Minnesota law and for injunctive
relief under the FLSA and all claims on behalf of current and
former managers in training. The suit now primarily alleges that
we misclassified our retail coffeehouse managers as exempt from
the overtime provisions of the Minnesota FLSA and the federal
FLSA and that these managers are therefore entitled to overtime
compensation for each week in which they worked more than
40 hours from May 2002 to the present with respect to
the claims under the federal FLSA and for weeks in which they
worked more than 48 hours from May 2003 to the present with
respect to the claims under the Minnesota FLSA. The plaintiffs
are seeking to represent themselves and all of our allegedly
similarly situated current and former (within the foregoing
periods of time) coffeehouse managers. The plaintiffs are
seeking payment of an unspecified amount of allegedly owed and
unpaid overtime compensation, liquidated damages, prejudgment
interest, civil penalties under the Minnesota FLSA, a full
accounting of the amount allegedly owed to the putative class,
temporary and injunctive relief, attorneys fees and costs.
On August 15, 2005, we removed the lawsuit to the Federal
District Court for the District of Minnesota and filed our
answer to the complaint. On October 31, 2005, the court
granted the plaintiffs motion to conditionally certify an
alleged nationwide class of our current and former coffeehouse
managers since May 25, 2002 for purposes of pursuing the
plaintiffs claim that the coffeehouse managers were and
are misclassified as exempt under the FLSA. By order dated
December 21, 2005, the court approved a notice to be sent
to all members of the conditionally certified class, setting a
deadline for such members to elect to opt into the case. The
period for potential class members to opt in and discovery is
now closed. On September 22, 2006 we filed a Motion for
Decertification seeking to decertify the conditionally certified
class. On October 10, 2006, the plaintiffs moved to certify
an alleged class under the Minnesota FLSA. Our motion to
decertify and the plaintiffs motion to certify were heard
by the Magistrate Judge on December 14, 2006, who has not
ruled on either motion. On
50
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
February 16, 2007 we filed a Motion for Summary Judgment on
the claims of the original three named plaintiffs and the
plaintiffs filed a motion to reopen the opt in period on the
FLSA claims. Neither of these two motions has been heard by the
Court.
On January 31, 2008, the Company entered into a Stipulation
of Settlement (the Stipulation) to settle the
lawsuit. The Stipulation, which is contingent upon court
approval, provides for a gross settlement payment of
$2.7 million, plus the employers share of payroll
taxes. The settlement payments will be made as follows:
1) $1.75 million on the later of the date of District
Court final approval of the settlement or March 15, 2008;
and 2) $950,000 on the later of December 29, 2008, or
thirty (30) days after the date of final District Court
approval of the settlement, along with interest on this
installment from the date of the initial installment payment at
6% simple interest. Settlement payments will be made to all
participating class members and all attorneys fees for
plaintiffs counsel will be paid from the
$2.7 million. We cannot assure you that the Stipulation
will be approved by the Court. The Company included
$2.9 million in accrued expenses and general and
administrative expenses at December 30, 2007, related to
this settlement.
In addition, from time to time, we become involved in certain
legal proceedings in the ordinary course of business. We do not
believe that any such ordinary course legal proceedings to which
we are currently a party will have a material adverse effect on
our financial position or results of operations.
Segment information is prepared on the same basis that the
Companys management reviews financial information for
decision making purposes. We have three reportable operating
segments: retail, commercial and franchise. Unallocated
corporate includes expenses pertaining to corporate
administrative functions that support the operating segments but
are not specifically attributable to or managed by any segment
and are not included in the reported financial results of the
operating segments. All of the segment sales are from external
customers.
Retail
The Companys retail segment represents 93.5% of total net
sales for fiscal year 2007. The retail segment operated
432 company-operated coffeehouses located in 16 states
and the District of Columbia as of December 30, 2007. The
coffeehouses offer customers high-quality gourmet coffee and
espresso-based beverages, and also offer specialty teas, baked
goods, whole bean coffee, branded merchandise and related
products.
Commercial
The Companys commercial segment represents 4.8% of total
net sales for fiscal year 2007. The commercial segment sells
high-quality gourmet whole and ground coffee to grocery stores,
mass merchandisers, office coffee providers, airlines, hotels,
sports and entertainment venues, college campuses and on-line
customers.
Franchise
The Companys franchise segment represents 1.6% of total
net sales for fiscal year 2007. The franchise segment sells
franchises to operate Caribou Coffee brand coffeehouses to
domestic and international franchisees. As of December 30,
2007, there were 52 franchised coffeehouses in U.S. and
international markets.
51
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The tables below presents information by operating segment for
the fiscal years noted:
Fiscal
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
|
|
Retail
|
|
|
Commercial
|
|
|
Franchise
|
|
|
Corporate
|
|
|
Total
|
|
|
Coffeehouse sales
|
|
$
|
240,267,522
|
|
|
$
|
12,425,859
|
|
|
$
|
4,140,727
|
|
|
$
|
|
|
|
$
|
256,834,108
|
|
Costs of sales and related occupancy costs
|
|
|
98,376,910
|
|
|
|
7,819,012
|
|
|
|
2,162,087
|
|
|
|
|
|
|
|
108,358,009
|
|
Operating expenses
|
|
|
103,521,358
|
|
|
|
2,323,113
|
|
|
|
1,216,845
|
|
|
|
|
|
|
|
107,061,316
|
|
Opening expenses
|
|
|
493,072
|
|
|
|
|
|
|
|
9,174
|
|
|
|
|
|
|
|
502,246
|
|
Depreciation and amortization
|
|
|
32,115,864
|
|
|
|
24,999
|
|
|
|
9,577
|
|
|
|
|
|
|
|
32,150,440
|
|
General and administrative expenses
|
|
|
10,057,207
|
|
|
|
|
|
|
|
|
|
|
|
22,266,416
|
|
|
|
32,323,623
|
|
Closing expense and disposal of assets
|
|
|
7,042,222
|
|
|
|
|
|
|
|
|
|
|
|
(203,023
|
)
|
|
|
6,839,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
$
|
(11,339,111
|
)
|
|
$
|
2,258,735
|
|
|
$
|
743,044
|
|
|
$
|
(22,063,393
|
)
|
|
$
|
(30,400,725
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
$
|
73,700,103
|
|
|
$
|
66,411
|
|
|
$
|
16,712
|
|
|
$
|
10,014,894
|
|
|
$
|
83,798,120
|
|
Net impairment
|
|
$
|
10,371,764
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
10,371,764
|
|
Net capital expenditures
|
|
$
|
13,254,486
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,930,853
|
|
|
$
|
17,185,339
|
|
Fiscal
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
|
|
Retail
|
|
|
Commercial
|
|
|
Franchise
|
|
|
Corporate
|
|
|
Total
|
|
|
Coffeehouse sales
|
|
$
|
225,649,268
|
|
|
$
|
8,603,740
|
|
|
$
|
1,975,728
|
|
|
$
|
|
|
|
$
|
236,228,736
|
|
Costs of sales and related occupancy costs
|
|
|
92,681,243
|
|
|
|
4,947,273
|
|
|
|
1,027,113
|
|
|
|
|
|
|
|
98,655,629
|
|
Operating expenses
|
|
|
94,924,416
|
|
|
|
1,378,553
|
|
|
|
1,016,785
|
|
|
|
|
|
|
|
97,319,754
|
|
Opening expenses
|
|
|
1,705,665
|
|
|
|
|
|
|
|
31,972
|
|
|
|
|
|
|
|
1,737,637
|
|
Depreciation and amortization
|
|
|
21,521,738
|
|
|
|
19,940
|
|
|
|
6,517
|
|
|
|
|
|
|
|
21,548,195
|
|
General and administrative expenses
|
|
|
9,556,431
|
|
|
|
|
|
|
|
|
|
|
|
16,386,614
|
|
|
|
25,943,045
|
|
Closing expense and disposal of assets
|
|
|
390,672
|
|
|
|
|
|
|
|
|
|
|
|
119,789
|
|
|
|
510,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
4,869,103
|
|
|
$
|
2,257,974
|
|
|
$
|
(106,659
|
)
|
|
$
|
(16,506,403
|
)
|
|
$
|
(9,485,985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
$
|
94,544,367
|
|
|
$
|
82,095
|
|
|
$
|
28,913
|
|
|
$
|
10,099,510
|
|
|
$
|
104,754,885
|
|
Net impairment
|
|
$
|
1,224,799
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,224,799
|
|
Net capital expenditures
|
|
$
|
30,487,216
|
|
|
$
|
14,053
|
|
|
$
|
|
|
|
$
|
3,835,993
|
|
|
$
|
34,337,262
|
|
All of the Companys assets are located in the United
States and less than 1% of the Companys consolidated sales
come from outside the United States. No customer accounts for
10% or more of the Companys sales.
52
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company
Limited)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
18.
|
Selected
Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarters
|
|
Year Ended December 30, 2007
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Net sales
|
|
$
|
61,852,630
|
|
|
$
|
62,847,385
|
|
|
$
|
61,980,673
|
|
|
$
|
70,153,420
|
|
Cost of sales and related occupancy costs
|
|
|
25,514,266
|
|
|
|
26,519,499
|
|
|
|
26,755,963
|
|
|
|
29,568,281
|
|
Operating loss
|
|
|
(3,107,672
|
)
|
|
|
(4,032,295
|
)
|
|
|
(8,377,644
|
)
|
|
|
(14,883,114
|
)(1)
|
Net loss
|
|
|
(3,251,050
|
)
|
|
|
(3,890,516
|
)
|
|
|
(8,463,059
|
)
|
|
|
(15,058,666
|
)(1)
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.17
|
)
|
|
|
(0.20
|
)
|
|
|
(0.44
|
)
|
|
|
(0.78
|
)
|
Diluted
|
|
|
(0.17
|
)
|
|
|
(0.20
|
)
|
|
|
(0.44
|
)
|
|
|
(0.78
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarters
|
|
Year Ended December 31, 2006
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Net sales
|
|
$
|
55,966,211
|
|
|
$
|
56,583,993
|
|
|
$
|
56,968,442
|
|
|
$
|
66,710,090
|
|
Cost of sales and related occupancy costs
|
|
|
23,266,067
|
|
|
|
23,764,186
|
|
|
|
23,725,262
|
|
|
|
27,900,114
|
|
Operating loss
|
|
|
(1,730,372
|
)
|
|
|
(2,423,004
|
)
|
|
|
(3,360,490
|
)
|
|
|
(1,972,119
|
)(2)
|
Net loss
|
|
|
(1,572,065
|
)
|
|
|
(2,385,153
|
)
|
|
|
(3,102,793
|
)
|
|
|
(1,999,079
|
)(2)
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.08
|
)
|
|
|
(0.12
|
)
|
|
|
(0.16
|
)
|
|
|
(0.10
|
)
|
Diluted
|
|
|
(0.08
|
)
|
|
|
(0.12
|
)
|
|
|
(0.16
|
)
|
|
|
(0.10
|
)
|
|
|
|
(1)
|
|
During the fourth quarter of fiscal year 2007 the Company
recognized the following:
|
|
|
|
Closing expense and disposal of assets charge of $3,106,616
related to the closing of 9 coffeehouses during the quarter.
|
|
|
|
Accelerated depreciation of $7,920,140 related to the impairment
of 27 coffeehouses.
|
|
|
|
Litigation settlement charge of $2,000,000 related to the
stipulation of settlement described in Note 16.
|
|
|
|
Severance benefit expense of 1,353,000 payable to the
Companys former CEO as described in Note 2.
|
|
(2)
|
|
During the fourth quarter of fiscal year 2006 the Company
recognized the following:
|
|
|
|
Closing expense and disposal of assets charge of $148,225
related to the closing of 1 coffeehouse during the quarter.
|
|
|
|
Accelerated depreciation of $591,778 related to the impairment
of 4 coffeehouses.
|
53
CARIBOU
COFFEE COMPANY, INC. AND AFFILIATES
Schedule II
Valuation and Qualifying Accounts and Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
Beginning of
|
|
|
Charged to
|
|
|
Deductions from
|
|
|
Balance at
|
|
Years Ended:
|
|
Year
|
|
|
Expense
|
|
|
Reserves
|
|
|
End of Year
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
237,595
|
|
|
$
|
|
|
|
$
|
224,902
|
(1)
|
|
$
|
12,693
|
|
Deferred income tax asset valuation allowance
|
|
$
|
9,940,619
|
|
|
$
|
3,378,513
|
|
|
$
|
|
|
|
$
|
13,319,132
|
|
Inventory reserve
|
|
$
|
444,281
|
|
|
$
|
346,298
|
|
|
$
|
416,290
|
(2)
|
|
$
|
374,289
|
|
December 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
12,693
|
|
|
$
|
5,545
|
|
|
$
|
10,249
|
(1)
|
|
$
|
7,989
|
|
Deferred income tax asset valuation allowance
|
|
$
|
13,319,132
|
|
|
$
|
12,206,353
|
|
|
$
|
|
|
|
$
|
25,525,485
|
|
Inventory reserve
|
|
$
|
374,289
|
|
|
$
|
81,129
|
|
|
$
|
213,041
|
(2)
|
|
$
|
242,377
|
|
|
|
|
(1)
|
|
Deductions represent the write-off of accounts deemed
uncollectible.
|
|
(2)
|
|
Deductions represent the write-off of obsolete inventory.
|
54
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A(T).
|
Controls
and Procedures
|
Conclusion
regarding the Effectiveness of Disclosure Controls and
Procedures
We carried out an evaluation, under the supervision and with the
participation of our management, including the chief executive
officer and the chief financial officer, of the effectiveness of
the design and the operations of the disclosure controls and
procedures, as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act). Based upon that evaluation, our chief
executive officer and chief financial officer concluded that the
companys disclosure controls and procedures are effective,
as of December 30, 2007, in ensuring that material
information relating to us required to be disclosed by us in
reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms. There were no
changes in our internal control over financial reporting during
the quarter and fiscal year ended December 30, 2007, that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Report of
Management on Internal Control over Financial
Reporting
The management of Caribou Coffee is responsible for establishing
and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is a
process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in
accordance with accounting principles generally accepted in the
United States of America. Internal control over financial
reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary
for preparation of our financial statements; providing
reasonable assurance that receipts and expenditures are made in
accordance with management authorization; and providing
reasonable assurance that unauthorized acquisition, use or
disposition of company assets that could have a material effect
on our financial statements would be prevented or detected on a
timely basis. Because of its inherent limitations, internal
control over financial reporting is not intended to provide
absolute assurance that a misstatement of our financial
statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework
and criteria established in
Internal Control
Integrated Framework
, issued by the Committee of Sponsoring
Organizations of the Treadway Commission. This evaluation
included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation.
Based on this evaluation, management concluded that our
Companys internal control over financial reporting was
effective as of December 30, 2007.
This annual report does not include an attestation report of our
registered public accounting firm regarding internal control
over financial reporting. Managements report was not
subject to attestation by our registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only managements
report in this annual report.
|
|
Item 9B.
|
Other
Information
|
None.
55
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
The information required by this item regarding the
Companys directors is incorporated herein by reference to
the sections entitled PROPOSAL 1 ELECTION
OF DIRECTORS and EXECUTIVE COMPENSATION
Section 16(a) Beneficial Ownership Reporting
Compliance in the Companys definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on
August 6, 2008 (the Proxy Statement).
Information regarding the Companys executive officers is
set forth in Item 4A of Part 1 of this Report under
the caption Executive Officers of the Registrant.
The Company adopted a code of ethics applicable to its chief
executive officer, chief financial officer, controller and other
finance leaders, which is a code of ethics as
defined by applicable rules of the Securities and Exchange
Commission. This code is publicly available on the
Companys website at www.cariboucoffee.com in the Investors
section accessed through the
About Us
menu option.
If the Company makes any amendments to this code other than
technical, administrative or other non-substantive amendments,
or grants any waivers, including implicit waivers, from a
provision of this code to the Companys chief executive
officer, chief financial officer or controller, the Company will
disclose the nature of the amendment or waiver, its effective
date and to whom it applies on its website or in a report on
Form 8-K
filed with the Securities and Exchange Commission.
|
|
Item 11.
|
Executive
Compensation
|
Information concerning executive compensation required by
Item 11 is set forth under the captions Executive
Compensation, in the Proxy Statement and is incorporated
by reference into this annual report on
Form 10-K.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
|
Information concerning security ownership of certain beneficial
owners and management required by Item 12 is set forth
under the caption Beneficial Ownership of Common
Stock in the Proxy Statement and is incorporated by
reference into this annual report on
Form 10-K.
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Information concerning certain relationships and related
transactions required by Item 13 is set forth under the
captions Executive Compensation Certain
Relationships and Related Transactions in the Proxy
Statement and is incorporated by reference into this annual
report of
Form 10-K.
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
Information concerning principal accounting fees and services
required by Item 14 is set forth under the caption
Proposal 2 Ratification of Selection of
Independent Auditors in the Proxy Statement and is
incorporated by reference into this annual report on
Form 10-K.
56
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules
|
The following documents are filed as part of this annual report
on
Form 10-K.
(a)(1)
Index to Consolidated Financial Statements.
The following Consolidated Financial Statements of Caribou
Coffee Company, Inc. are filed as Part II, Item 8 of
this annual report on
Form 10-K:
|
|
|
|
|
|
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
31
|
|
Consolidated Balance Sheets as of December 30, 2007 and
December 31, 2006
|
|
|
32
|
|
Consolidated Statements of Operations for the Years Ended
December 30, 2007 and December 31, 2006
|
|
|
33
|
|
Consolidated Statements of Changes in Shareholders Equity
for the Years Ended December 30, 2007 and December 31,
2006
|
|
|
34
|
|
Consolidated Statements of Cash Flows for the Years Ended
December 30, 2007 and December 31, 2006
|
|
|
35
|
|
Notes to Consolidated Financial Statements
|
|
|
36
|
|
(a)(2)
Index to Financial Statement Schedules.
Schedule II Valuation and Qualifying Accounts
and Reserves
All other financial statement schedules are omitted because they
are not applicable, not required or because the required
information is included in the Consolidated Financial Statements
or Notes thereto.
(a)(3)
Listing of Exhibits
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
|
|
Description of Exhibits
|
|
|
3
|
.1
|
|
|
|
Form of Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Companys Registration Statement on Form S-1/A filed August
25, 2005).
|
|
3
|
.2
|
|
|
|
Form of Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Companys Registration
Statement on Form S-1/A filed August 25, 2005).
|
|
4
|
.1
|
|
|
|
Form of Registrants Common Stock Certificate (incorporated
by reference to Exhibit 4.1 to the Companys Registration
Statement on Form S-1/A filed September 6, 2005).
|
|
10
|
.1
|
|
|
|
1994 Stock Awards Plan (incorporated by reference to Exhibit
10.1 to the Companys Registration Statement on Form S-1
filed July 19, 2005).
|
|
10
|
.2
|
|
|
|
Form of 1994 Stock Awards Plan Stock Option Grant and Agreement
(incorporated by reference to Exhibit 10.2 to the Companys
Registration Statement on Form S-1 filed July 19, 2005).
|
|
10
|
.3
|
|
|
|
2001 Stock Incentive Plan (incorporated by reference to Exhibit
10.3 to the Companys Registration Statement on Form S-1
filed July 19, 2005).
|
|
10
|
.4
|
|
|
|
Amendment No. 1 to the 2001 Stock Incentive Plan (incorporated
by reference to Exhibit 10.4 to the Companys Registration
Statement on Form S-1 filed July 19, 2005).
|
|
10
|
.5
|
|
|
|
Form of 2001 Stock Incentive Plan Stock Option Grant and
Agreement (incorporated by reference to Exhibit 10.5 to the
Companys Registration Statement on Form S-1 filed July 19,
2005).
|
|
10
|
.6
|
|
|
|
2005 Equity Incentive Plan (incorporated by reference to Exhibit
10.6 to the Companys Registration Statement on Form S-1/A
filed August 25, 2005).
|
|
10
|
.7
|
|
|
|
Description of Annual Support Center and Field Management Bonus
Plan (incorporated by reference to Exhibit 10.1 to the
Companys on Form 8-K filed May 26, 2006).
|
|
10
|
.8*
|
|
|
|
Amended and Restated Employment Agreement between Caribou Coffee
Company, Inc. and Michael J. Coles, dated June 29, 2005
(incorporated by reference to Exhibit 10.9 to the Companys
Registration Statement on Form S-1 filed July 19, 2005).
|
57
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
|
|
Description of Exhibits
|
|
|
10
|
.9*
|
|
|
|
Employment Agreement between Caribou Coffee Company, Inc. and
George E. Mileusnic, dated July 18, 2005 (incorporated by
reference to Exhibit 10.11 to the Companys Registration
Statement on Form S-1 filed July 19, 2005).
|
|
10
|
.10*
|
|
|
|
Employment Agreement between Caribou Coffee Company, Inc. and
Amy K. ONeil, dated July 18, 2005 (incorporated by
reference to Exhibit 10.12 to the Companys Registration
Statement on Form S-1 filed July 19, 2005).
|
|
10
|
.11*
|
|
|
|
Form of Directors and Officers Indemnification Agreement
(incorporated by reference to Exhibit 10.13 of the
Companys Form 10-K for the year ended January 1, 2006).
|
|
10
|
.12
|
|
|
|
Master Franchise Agreement between Caribou Coffee Company, Inc.
and Al-Sayer Enterprises (incorporated by reference to Exhibit
10.14 to the Companys Registration Statement on
Form S-1/A
filed September 14, 2005).
|
|
10
|
.13*
|
|
|
|
Offer Letter from Caribou Coffee Company, Inc. to Janet D.
Astor, dated November 29, 2004 (incorporated by reference to
Exhibit 10.15 to the Companys Registration Statement on
Form S-1/A
filed August 25, 2005).
|
|
10
|
.14*
|
|
|
|
Severance Agreement between Caribou Coffee Company, Inc. and
Janet D. Astor, dated December 13, 2004 (incorporated by
reference to Exhibit 10.16 to the Companys Registration
Statement on
Form S-1/A
filed August 25, 2005).
|
|
10
|
.15*
|
|
|
|
Offer Letter from Caribou Coffee Company, Inc. to Kathy F.
Hollenhorst, dated April 13, 2005 (incorporated by reference to
Exhibit 10.17 to the Companys Registration Statement on
Form S-1/A
filed August 25, 2005).
|
|
10
|
.16
|
|
|
|
Commercial Lease between Caribou Coffee Company, Inc. and Twin
Lakes III LLC, dated September 5, 2003 (incorporated by
reference to Exhibit 10.18 to the Companys Registration
Statement on Form S-1/A filed August 25, 2005).
|
|
10
|
.17
|
|
|
|
Second Amended and Restated Lease and License Financing and
Purchase Option Agreement between Caribou Coffee Company, Inc.
and Arabica Funding, Inc., dated June 29, 2004 (incorporated by
reference to Exhibit 10.19 to the Companys Registration
Statement on Form S-1/A filed August 25, 2005)
|
|
10
|
.18
|
|
|
|
Amendment to Second Amended and Restated Lease and License
Financing and Purchase Option Agreement between Caribou Coffee
Company, Inc. and Arabica Funding, Inc., dated March 25, 2005
(incorporated by reference to Exhibit 10.20 to the
Companys Registration Statement on Form S-1/A filed August
25, 2005).
|
|
10
|
.19
|
|
|
|
Second Amendment to Second Amended and Restated Lease and
License Financing and Purchase Option Agreement between Caribou
Coffee Company, Inc. and Arabica Funding, Inc., dated May 10,
2005 (incorporated by reference to Exhibit 10.21 to the
Companys Registration Statement on
Form S-1/A
filed August 25, 2005).
|
|
10
|
.20
|
|
|
|
Second Amended and Restated Call Option Letter from Arabica
Funding, Inc. to Caribou Coffee Company, Inc., dated June 29,
2004 (incorporated by reference to Exhibit 10.22 to the
Companys Registration Statement on Form S-1/A filed August
25, 2005).
|
|
10
|
.21
|
|
|
|
Second Amended and Restated Put Option Letter from Caribou
Coffee Company, Inc. to Arabica Funding, Inc., dated June 29,
2004 (incorporated by reference to Exhibit 10.23 to the
Companys Registration Statement on Form S-1/A filed August
25, 2005).
|
|
10
|
.22
|
|
|
|
Second Amended and Restated Tax Matters Agreement between
Caribou Coffee Company, Inc. and Arabica Funding, Inc., dated
June 29, 2004 (incorporated by reference to Exhibit 10.24 to the
Companys Registration Statement on Form S-1/A filed August
25, 2005).
|
|
10
|
.23
|
|
|
|
Second Amended and Restated Supplemental Agreement between
Caribou Coffee Company, Inc. and Arabica Funding, Inc., dated
June 29, 2004 (incorporated by reference to Exhibit 10.25 to the
Companys Registration Statement on Form S-1/A filed August
25, 2005).
|
|
10
|
.24
|
|
|
|
Credit Agreement among Arabica Funding, Inc., as Borrower, The
Several Lenders from Time to Time Parties thereto, and Fleet
National Bank, as Administrative Agent, dated as of June 29,
2004 (incorporated by reference to Exhibit 10.26 to the
Companys Registration Statement on
Form S-1/A
filed August 25, 2005).
|
58
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
|
|
Description of Exhibits
|
|
|
10
|
.25
|
|
|
|
Amendment to Credit Agreement among Arabica Funding, Inc., as
Borrower, The Several Lenders from Time to Time Parties Thereto,
and Fleet National Bank, as Administrative Agent, dated as of
March 2005 (incorporated by reference to Exhibit 10.27 to the
Companys Registration Statement on Form S-1/A filed August
25, 2005).
|
|
10
|
.26*
|
|
|
|
Offer Letter from Caribou Coffee Company, Inc. to Rosalyn
Mallet, dated February 28, 2007 (incorporated by reference to
Exhibit 10.1 of the Companys Form 8-K/A filed on April 30,
2007).
|
|
10
|
.27*
|
|
|
|
Letter Agreement modifying Mr. Coles amended and restated
employment agreement between Caribou Coffee Company, Inc. and
Michael J. Coles, dated November 12, 2007 (incorporated by
reference to Exhibit 10.1 of the Companys Form 8-K filed
on November 13, 2007).
|
|
10
|
.28
|
|
|
|
Fifth Amendment to Credit Agreement among Arabica Funding, Inc.,
as Borrower, The Several Lenders from Time to Time Parties
Thereto, and Bank of America, N.A. as successor-by-merger to
Fleet National Bank, as Administrative Agent, dated as of
February 13, 2008
|
|
10
|
.29
|
|
|
|
Sixth Amendment to Second Amended and Restated Lease and License
Financing and Purchase Option Agreement between Caribou Coffee
Company, Inc. and Arabica Funding, Inc., dated February 13, 2008
|
|
21
|
.1
|
|
|
|
List of Subsidiaries (incorporated by reference to Exhibit 21.1
to the Companys Registration Statement on Form S-1/A filed
September 14, 2005).
|
|
23
|
.1
|
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
31
|
.1
|
|
|
|
Certification Pursuant to Rule 13a 14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31
|
.2
|
|
|
|
Certification Pursuant to Rule 13a 14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.1
|
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32
|
.2
|
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
*
|
|
Indicates management contracts and compensatory arrangements
required to be filed pursuant to Item 15(b) of this annual
report.
|
(b)
Exhibits.
See Item 15 (a)(3)
(c)
Financial Statement Schedules.
See Item 15(a)(2)
59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Caribou Coffee Company,
Inc.
Name:Rosalyn Mallet
|
|
|
|
Title:
|
President, Chief Operating Officer
|
and Interim Chief Executive Officer
March 21, 2008
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/
ROSALYN
MALLET
Rosalyn
Mallet
|
|
President, Chief Operating Officer and Interim Chief Executive
Officer
(principal executive officer)
|
|
March 21, 2008
|
|
|
|
|
|
/s/
KAYE
R. OLEARY
Kaye
R. OLeary
|
|
Acting Chief Financial Officer
(principal financial officer)
|
|
March 21, 2008
|
|
|
|
|
|
/s/
MICHAEL
E. PETERSON
Michael
E. Peterson
|
|
Controller
(principal accounting officer)
|
|
March 21, 2008
|
|
|
|
|
|
/s/
GARY
A. GRAVES
Gary
A. Graves
|
|
Non-Executive Chairman of
the Board of Directors
|
|
March 21, 2008
|
|
|
|
|
|
/s/
CHARLES
H. OGBURN
Charles
H. Ogburn
|
|
Director
|
|
March 21, 2008
|
|
|
|
|
|
/s/
CHARLES
L. GRIFFITH
Charles
L. Griffith
|
|
Director
|
|
March 21, 2008
|
|
|
|
|
|
/s/
JEFFERY
C. NEAL
Jeffery
C. Neal
|
|
Director
|
|
March 21, 2008
|
|
|
|
|
|
/s/
SARAH
PALISI CHAPIN
Sarah
Palisi Chapin
|
|
Director
|
|
March 21, 2008
|
|
|
|
|
|
/s/
KIP
R. CAFFEY
Kip
R. Caffey
|
|
Director
|
|
March 21, 2008
|
|
|
|
|
|
/s/
WALLACE
B. DOOLIN
Wallace
B. Doolin
|
|
Director
|
|
March 21, 2008
|
|
|
|
|
|
/s/
MICHAEL
J. COLES
Michael
J. Coles
|
|
Director
|
|
March 21, 2008
|
60
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