IRVINE, Calif., April 19 /PRNewswire-FirstCall/ --
Diedrich Coffee, Inc. (Nasdaq: DDRX), a leading roaster and
wholesaler of the world's finest coffees, reported financial
results for the third quarter ended March 3,
2010.
Total revenue increased 45% to $25.9
million in the third quarter of fiscal 2010 from
$17.9 million in the third quarter of
fiscal 2009, led by a 55% or $8.7
million increase in K-Cup sales.
Gross margin in the third quarter of fiscal 2010 increased to
26.8% of total revenue as compared to 25.6% during the same period
of last year. In addition to price increases taken during fiscal
2010, the improvement resulted from Diedrich Coffee's continuing
ability to leverage fixed manufacturing costs over higher
production volumes.
Net loss totaled $778,000 or
$(0.14) per basic and diluted share
in the third quarter of fiscal 2010, as compared to net income of
$1,358,000 or $0.25 per basic and diluted share in the third
quarter of fiscal 2009. Net loss in the third quarter of fiscal
2010 included approximately $1.6
million in merger-related costs and an increase of
$2.1 million of non-cash stock
compensation expense.
Adjusted net income (a non-GAAP financial measure) was
$3.3 million or $0.41 per diluted share in the third quarter of
fiscal year 2010, an improvement from an adjusted net income of
$1.4 million or $0.25 per diluted share in the same quarter of
the prior year. Adjusted net income represents net income or loss
before merger related costs, non-cash stock compensation expense,
severance expenses related to the departure of Diedrich Coffee's
former CEO, J. Russell Phillips,
loss from discontinued operations and the timing of the fiscal 2009
accrual for management incentive compensation (see important
discussion about the presentation of non-GAAP financial information
below, including a reconciliation to the most directly comparable
GAAP financial measure).
As announced on December 8, 2009,
Diedrich Coffee entered into a definitive agreement under which
Green Mountain Coffee Roasters, Inc. (Nasdaq: GMCR) ("GMCR") will
acquire all of the outstanding common stock of Diedrich Coffee in
an all cash transaction valued at $35.00 per share or a total transaction value of
approximately $290 million pursuant
to a cash tender offer (the "Offer") by GMCR's wholly owned
subsidiary, Pebbles Acquisition Sub, Inc. ("Acquisition Sub"),
which is currently scheduled to expire on May 3, 2010, and upon completion of the Offer,
Acquisition Sub will merge with and into Diedrich Coffee (the
"Merger"). For more information, please see Diedrich Coffee's
Schedule 14D-9 filed on December 11,
2009 and amendments thereto and other filings made by
Diedrich Coffee with the Securities and Exchange Commission (the
"SEC").
About Adjusted Net Income (Loss) and the Use of Non-GAAP
Financial Information
Adjusted net income (loss) is not a financial measure calculated
and presented in accordance with U.S. generally accepted accounting
principles ("GAAP") and should not be considered as an alternative
to net income, operating income or any other financial measures
calculated and presented in accordance with GAAP. Diedrich Coffee
defines adjusted net income as net income (loss) before merger
related costs, non-cash stock compensation expense, severance
expenses related to a former CEO's departure, loss from
discontinued operations and the timing of the fiscal 2009 accrual
for management incentive compensation. Diedrich Coffee presents
adjusted net income because it believes it to be a meaningful
supplemental measure of performance in the evaluation of Diedrich
Coffee's results of operations because it excludes amounts that
Diedrich Coffee does not consider part of ongoing operating results
when assessing the performance of Diedrich Coffee and presents a
measure of earnings that facilitates a comparison of results from
one period to results from another period on a more consistent
basis. Management also uses this information internally for
forecasting and budgeting. It may not be indicative of the
historical operating results of Diedrich Coffee nor is it intended
to be predictive of potential future results. Investors should not
consider adjusted net income in isolation or as a substitute for
analysis of results as reported under GAAP. Diedrich Coffee
strongly encourages investors to review its financial statements in
their entirety and to not rely on any single financial measure.
Because non-GAAP financial measures are not standardized, it may
not be possible to compare these financial measures with other
companies' non-GAAP financial measures having the same or similar
names. See "Reconciliation of Adjusted Net Income (Loss) to GAAP
Net Income (Loss)" below for further information on this non-GAAP
financial measure and reconciliation of adjusted net income (loss)
to GAAP net income (loss) for the periods indicated.
Diedrich Coffee,
Inc.
Reconciliation of Adjusted Net Income
(Loss) to GAAP Net Income (Loss)
(in
thousands, except per share amounts)
(unaudited)
|
|
|
|
For
the twelve weeks ended
|
|
For
the twelve weeks ended
|
|
|
|
3/3/2010
|
|
3/4/2009
|
|
Consolidated
Statement of Operations Reconciliation
|
|
|
|
|
|
Net income
(loss) on a GAAP basis
|
|
$
(778)
|
|
$
1,358
|
|
Merger
related costs
|
|
1,636
|
|
-
|
|
Non-cash stock option compensation
expenses
|
|
2,190
|
|
68
|
|
Severance expense related to CEO
departure
|
|
278
|
|
-
|
|
Accrued management incentive
compensation (1)
|
|
-
|
|
(156)
|
|
Loss
from discontinued operations
|
|
-
|
|
102
|
|
|
|
|
|
|
|
Adjusted net
income
|
|
$
3,326
|
|
$
1,372
|
|
|
|
|
|
|
|
Consolidated
Statement of Operations Reconciliation of Basic and Diluted income
(loss) per Share
|
|
Basic net
loss per share on a GAAP
basis
|
|
$
(0.14)
|
|
$
0.25
|
|
Merger
related costs
|
|
0.29
|
|
-
|
|
Non-cash stock option compensation
expenses
|
|
0.38
|
|
0.01
|
|
Severance expense related to CEO
departure
|
|
0.05
|
|
-
|
|
Accrued management incentive
compensation (1)
|
|
-
|
|
(0.03)
|
|
Loss
from discontinued operations
|
|
-
|
|
0.02
|
|
|
|
|
|
|
|
Adjusted basic net
income per share
|
|
$
0.58
|
|
$
0.25
|
|
|
|
|
|
|
|
Adjusted diluted
net income per share
|
|
$
0.41
|
|
$
0.25
|
|
Basic shares used
in the calculation
|
|
5,727
|
|
5,468
|
|
Diluted shares
used in the calculation
|
|
8,145
|
|
5,468
|
|
(1) The full
year expense for the bonus accrual was recorded in the 4th quarter
of fiscal 2009. This amount represents the estimated expense that
would have been booked in the 3rd Quarter of fiscal
2009 had the bonus accrual been expensed throughout the
year.
|
|
|
|
|
|
|
|
|
|
|
For
the thirty-six weeks ended
|
|
For
the thirty-six weeks ended
|
|
|
|
3/3/2010
|
|
3/4/2009
|
|
Consolidated
Statement of Operations Reconciliation
|
|
|
|
|
|
Net
loss on a GAAP basis
|
|
$
(239)
|
|
$
(1,420)
|
|
Merger
related costs
|
|
4,137
|
|
-
|
|
Non-cash stock option compensation
expenses
|
|
2,675
|
|
225
|
|
Severance expense related to CEO
departure
|
|
278
|
|
-
|
|
Accrued management incentive
compensation (2)
|
|
-
|
|
(469)
|
|
Loss
from discontinued operations
|
|
-
|
|
501
|
|
|
|
|
|
|
|
Adjusted net
income (loss)
|
|
$
6,851
|
|
$
(1,163)
|
|
|
|
|
|
|
|
Consolidated
Statement of Operations Reconciliation of Basic and Diluted net
income (loss) per Share
|
|
Basic net
loss per share on a GAAP
basis
|
|
$
(0.04)
|
|
$
(0.26)
|
|
Merger
related costs
|
|
0.72
|
|
-
|
|
Non-cash stock option compensation
expenses
|
|
0.47
|
|
0.04
|
|
Severance expense related to CEO
departure
|
|
0.05
|
|
-
|
|
Accrued management incentive
compensation (2)
|
|
-
|
|
(0.08)
|
|
Loss
from discontinued operations
|
|
-
|
|
0.09
|
|
Adjusted basic net
income (loss) per share
|
|
$
1.20
|
|
$
(0.21)
|
|
Adjusted diluted
net income (loss) per share
|
|
$
0.84
|
|
$
(0.21)
|
|
|
|
|
|
|
|
Basic shares used
in the calculation
|
|
5,727
|
|
5,468
|
|
Diluted shares
used in the calculation
|
|
8,140
|
|
5,468
|
|
(1) The full
year expense for the bonus accrual was recorded in the 4th quarter
of fiscal 2009. This amount represents the estimated expense that
would have been booked through the first
three quarters of fiscal 2009 had the bonus accrual been expensed
throughout the year.
|
|
|
|
|
|
|
Additional Information
On December 11, 2009, in
connection with the Offer, GMCR filed a Tender Offer Statement on
Schedule TO with the SEC, and Diedrich Coffee filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC. Investors may obtain free copies of the Schedule TO and the
Schedule 14D-9, as well as other filings containing information
about Diedrich Coffee and GMCR without charge, at the SEC's website
(www.sec.gov) as documents are filed with the SEC. A free
copy of the Schedule 14D-9 may also be obtained from Diedrich
Coffee's website at www.diedrich.com under the heading
"Investor Relations" and also by making a request to Investor
Relations at Diedrich Coffee, Inc., 28 Executive Park, Suite 200,
Irvine, CA 92614.
Forward-Looking Statements
We make forward-looking statements in this earnings release that
are subject to risks and uncertainties. These forward-looking
statements include information about the proposed transaction with
GMCR. The "safe harbor" set forth in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, does not apply to forward-looking
statements made in connection with a tender offer. When we use the
words "believe," "expect," "anticipate," "estimate" or similar
expressions, we are making forward-looking statements. Many
possible events or factors could affect our future financial
results and performance. This could cause our results or
performance to differ materially from those expressed in our
forward-looking statements. You should consider these risks when
you review this earnings release, along with the following possible
events or factors:
- the risk that the Offer and the Merger will not close;
- the risk that Diedrich Coffee's business will be adversely
impacted during the pendency of the Offer and the Merger;
- the financial and operating performance of our wholesale
operations;
- our ability to achieve and/or maintain profitability over
time;
- the successful execution of our growth strategies;
- the impact of competition; and
- the availability of working capital.
Additional risks and uncertainties are described in detail under
the caption "Risk Factors Relating to Diedrich Coffee and Its
Business" in our annual report on Form 10-K for the fiscal year
ended June 24, 2009 and in other
reports that we file with the SEC. You are cautioned not to place
undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date of this earnings release.
There can be no assurance that the proposed transaction with
GMCR will in fact be consummated. Except where required by
law, we do not undertake an obligation to revise or update any
forward-looking statements, whether as a result of new information,
future events or changed circumstances.
About Diedrich Coffee
Diedrich Coffee specializes in sourcing, roasting and selling
the world's highest quality coffees. The company markets its three
leading brands of specialty coffees, Diedrich Coffee, Coffee People
and Gloria Jean's Coffees, through
office coffee service distributors, restaurants and specialty
retailers, and via the company's web stores. Diedrich Coffee
is one of only a few roasters under license to produce K-Cups for
Keurig, Incorporated's top-selling single-cup brewing system. For
more information about Diedrich Coffee, call 800-354-5282, or go to
www.diedrich.com, www.coffeepeople.com or
www.coffeeteastore.com.
Trademarks are the property of their respective owners.
Diedrich Coffee Investor
Relations:
|
|
Scott Liolios or Cody
Slach
|
|
Liolios Group, Inc.
|
|
Tel 949-574-3860
|
|
info@liolios.com
|
|
|
DIEDRICH COFFEE, INC.
SELECTED CONSOLIDATED
FINANCIAL INFORMATION
(in
thousands, except per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
Twelve
Weeks
Ended
March
3, 2010
|
Twelve
Weeks
Ended
March
4, 2009
|
Thirty-Six
Weeks
Ended
March
3, 2010
|
Thirty-Six
Weeks
Ended
March
4, 2009
|
|
Net
revenue:
|
|
|
|
|
|
Wholesale
|
$
25,661
|
$
17,568
|
$
65,758
|
$
41,601
|
|
Retail and
other
|
224
|
316
|
550
|
561
|
|
|
|
|
|
|
|
Total
revenue
|
25,885
|
17,884
|
66,308
|
42,162
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Cost of sales
(exclusive of depreciation shown separately below)
|
18,954
|
13,314
|
48,783
|
33,167
|
|
Operating
expenses
|
1,437
|
1,034
|
4,058
|
3,292
|
|
Depreciation and
amortization
|
356
|
417
|
1,070
|
1,151
|
|
General and
administrative expenses
|
4,228
|
1,487
|
8,038
|
4,878
|
|
Gain on asset
disposals
|
—
|
—
|
(3)
|
(7)
|
|
|
|
|
|
|
|
Total costs and
expenses
|
24,975
|
16,252
|
61,946
|
42,481
|
|
|
|
|
|
|
|
Operating income
(loss) from continuing operations
|
910
|
1,632
|
4,362
|
(319)
|
|
Interest expense
and other income, net
|
87
|
164
|
236
|
588
|
|
Merger related
costs
|
1,636
|
—
|
4,137
|
—
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations before income tax
|
(813)
|
1,468
|
(11)
|
(907)
|
|
Income tax
provision (benefit)
|
(35)
|
8
|
228
|
12
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
|
(778)
|
1,460
|
(239)
|
(919)
|
|
Discontinued
operations:
|
|
|
|
|
|
Loss from
discontinued operations, net of tax expense of $0
|
—
|
(102)
|
—
|
(501)
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
(778)
|
$
1,358
|
$
(239)
|
$
(1,420)
|
|
|
|
|
|
|
|
Basic and diluted
net income (loss) per share:
|
|
|
|
|
|
Income (loss) from
continuing operations
|
$
(0.14)
|
$
0.27
|
$
(0.04 )
|
$
(0.17)
|
|
Loss from
discontinued operations, net
|
—
|
(0.02)
|
—
|
(0.09)
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
(0.14)
|
$
0.25
|
$
(0.04)
|
$
(0.26)
|
|
|
|
|
|
|
|
Weighted average
and equivalent shares outstanding:
|
|
|
|
|
|
Basic and
diluted
|
5,727
|
5,468
|
5,727
|
5,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIEDRICH COFFEE, INC.
CONSOLIDATED BALANCE SHEET
DATA
(in
thousands)
(unaudited)
|
|
|
|
|
March
3, 2010
|
|
June
24, 2009
|
|
Cash
|
|
|
$
5,438
|
|
$
3,572
|
|
Restricted
cash
|
|
|
623
|
|
623
|
|
Accounts
receivable, net
|
|
12,056
|
|
6,335
|
|
Inventories
|
|
|
4,115
|
|
5,510
|
|
Other
assets
|
|
|
9,943
|
|
10,888
|
|
Total
assets
|
|
|
$
32,175
|
|
$
26,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
$
9,148
|
|
$
5,228
|
|
All other current
liabilities
|
|
4,931
|
|
5,921
|
|
Other
liabilities
|
|
|
1,886
|
|
2,005
|
|
Total
stockholders' equity
|
|
16,210
|
|
13,774
|
|
Total liabilities
and stockholders' equity
|
$
32,175
|
|
$
26,928
|
|
|
|
|
|
|
|
|
|
SOURCE Diedrich Coffee, Inc.