starbuxsux
11 years ago
JAB Beech Inc. Completes Tender Offer For All Outstanding Shares Of Caribou Coffee Company, Inc.
Jan 23, 2013 08:55:00 (ET)
MINNEAPOLIS, Jan. 23, 2013 /PRNewswire via COMTEX/ -- JAB Beech Inc. ("JAB"), a member of the Joh. A Benckiser Group, today announced the successful completion of the tender offer by its wholly-owned subsidiary, Pine Merger Sub, Inc. ("Purchaser"), for all of the outstanding shares of common stock of Caribou Coffee Company, Inc. ("Caribou") at a price of $16 per share, net to the seller in cash (less any required withholding taxes and without interest).
Wells Fargo Shareowner Services, the depositary for the tender offer, has advised JAB that, as of 12:00 midnight, New York City time, on January 22, 2013, the expiration of the tender offer, 13,554,419 shares were validly tendered and not withdrawn in the tender offer, representing approximately 63.9% of Caribou's currently outstanding shares on a fully diluted basis (including 945,361 shares delivered through Notices of Guaranteed Delivery, representing approximately 4.5% of the shares outstanding on a fully diluted basis). JAB has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares.
Purchaser will acquire all of the remaining outstanding shares of Caribou common stock by means of a merger under Minnesota law, which is expected to be completed on January 24, 2013. As a result of the purchase of shares in the tender offer, Purchaser has sufficient voting power to approve the merger without the affirmative vote of any other Caribou stockholder. In order to accomplish the merger as a "short-form" merger, Purchaser currently intends to exercise its "top-up" option pursuant to the merger agreement, which permits Purchaser to purchase additional shares of common stock of Caribou directly from Caribou for $16 per share (the same purchase price paid in the tender offer). Following the merger, Caribou will become a wholly-owned subsidiary of JAB, and each share of Caribou's outstanding common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, Caribou common stock will cease to be traded on the NASDAQ Global Select Market.
BDT Capital, a Chicago-based merchant bank that provides long-term private capital solutions to closely held companies, is a minority investor in this transaction alongside the Joh. A Benckiser Group. In addition to BDTCP's capital investment, BDT & Company served as a financial co-advisor to the Joh. A Benckiser Group with Morgan Stanley & Co. LLC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to the Joh. A Benckiser Group in this transaction. Moelis & Co LLC is serving as an exclusive financial advisor to Caribou in connection with this transaction and Briggs and Morgan P.A. is acting as Caribou's legal advisor.
About CaribouFounded in 1992, Caribou is one of the leading branded coffee companies in the United States, with a compelling multi-channel approach to their customers. Based on the number of coffeehouses, Caribou is the second largest company-operated premium coffeehouse operator in the United States. As of September 30, 2012, the Company had 610 coffeehouses, including 202 franchised locations, in 22 states, the District of Columbia and ten international markets. The Company's coffeehouses aspire to be the community place loved by guests who are provided an extraordinary experience that makes their day better. Caribou provides the highest quality handcrafted beverages, foods and coffee lifestyle items with a unique blend of expertise, fun and authentic human connection in a comfortable and welcoming coffeehouse environment. In addition, Caribou's unique coffees are available within grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and e-commerce channels. Caribou is a proud recipient of the Rainforest Alliance Corporate Green Globe Award and is committed to operating practices that promote sustainability and environmental protection. For more information, visit the Caribou web site at www.cariboucoffee.com .
About The Joh. A Benckiser GroupThe Joh. A Benckiser Group is a privately held group of affiliated companies focused on long term investments in companies with premium brands in the Fast Moving Consumer Goods category. The Joh. A Benckiser Group's portfolio includes a majority stake in Coty Inc., a global leader in beauty, a majority stake in Peet's Coffee & Tea Inc., a premier specialty coffee and tea company, a minority stake in Reckitt Benckiser Group PLC, a global leader in health, hygiene and home products and a minority investment in D.E Master Blenders 1753 N.V., an international coffee and tea company. The Joh. A Benckiser Group also owns Labelux, a luxury leather goods company with brands such as Jimmy Choo, Bally and Belstaff. The assets of the group are overseen by its three senior partners, Peter Harf, Bart Becht and Olivier Goudet.
About BDT Capital Partners BDT Capital Partners provides family-owned and entrepreneurially led companies with long-term capital, solutions-based advice and access to an extensive network of world-class family businesses. Based in Chicago, BDT Capital Partners is a merchant bank structured to provide advice and capital that address the unique needs of closely held businesses. The firm has a $3 billion investment fund as well as an investor base with the ability to co-invest significant additional capital. Through its advisory business, BDT & Company works with family businesses to pursue their long-term strategic and financial objectives.
Forward-Looking StatementsThis press release contains forward-looking statements that are not historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those described. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements in this communication include statements regarding the anticipated benefits of the transaction; statements regarding the expected timing of the completion of the transaction; and any statements of assumptions underlying any of the foregoing. All forward-looking statements are based largely on current expectations and beliefs concerning future events, approvals and transactions that are subject to substantial risks and uncertainties. Factors that may cause or contribute to the actual results or outcomes being different from those expressed or implied in the forward-looking statements include are discussed in the Company's filings with the SEC, including in its periodic reports filed on Form 10-K and Form 10-Q with the SEC. Copies of the Company's filings with the SEC may be obtained at the "Investors" section of the Company's website at www.cariboucoffee.com . The forward-looking statements made in this communication are made only as of the date of this communication, and the Company undertakes no obligation to update them to reflect subsequent events or circumstances.
SOURCE JAB Beech Inc.
starbuxsux
11 years ago
Caribou Enters into Merger Agreement to be Acquired by Joh. A. Benckiser for $16.00 Per Share in Cash
9:00 AM ET 12/17/12 | BusinessWire
Caribou Coffee Company, Inc. (NASDAQ: CBOU), the second-largest company-owned premium coffeehouse operator in the United States based on the number of coffeehouses, and the Joh. A. Benckiser Group (JAB) announced a definitive merger agreement under which an affiliate of JAB will acquire Caribou for $16.00 per share in cash, or a total of approximately $340 million. The agreement, which has been unanimously approved by Caribou's independent directors, represents a premium of approximately 30 percent over Caribou's closing stock price on December 14, 2012, the last trading day prior to the announcement of the transaction.
At the close of the transaction, Caribou will continue to be operated as an independent company with its own brand, management team and growth strategy. Caribou will remain based in Minneapolis, Minnesota.
"Caribou Coffee is a great company, with dedicated people, world-class customer service, exceptionally high quality coffeehouse beverages and food and a state-of-the-art roasting facility. The employees of Caribou should feel very proud of all they've been able to accomplish over the years, and I look forward to continued success in Caribou's future," said Gary Graves, Non-Executive Chairman of Caribou.
"We anticipate the next chapter in Caribou's journey will be filled with tremendous opportunities to grow this great brand, with new ownership," said Michael Tattersfield, President and Chief Executive Officer of Caribou.
"Caribou has a fantastic brand and unique culture, and fits perfectly with JAB's investment philosophy of investing in premium and unique brands in attractive growth categories like coffee," said Bart Becht, Chairman of Joh. A. Benckiser Group. "JAB is committed to investing in Caribou as a standalone business out of Minneapolis to ensure the Company continues its current highly successful track record."
Under the terms of the merger agreement, an affiliate of JAB will promptly commence a tender offer to acquire all of the outstanding shares of Caribou's common stock at a price of $16.00 per share in cash. Following successful completion of the tender offer, JAB will acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer.
The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Caribou shares on a fully diluted basis, the expiration or termination of the waiting periods under applicable competition laws, and other customary conditions. The tender offer is not subject to a financing condition.
BDT Capital Partners, a Chicago-based merchant bank that provides long-term private capital solutions to closely held companies, is a minority investor in this transaction alongside JAB. In addition to BDTCP's capital investment, BDT & Company served as a financial co-advisor to JAB with Morgan Stanley & Co. LLC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to JAB in this transaction. Moelis & Co LLC is serving as exclusive financial advisor to Caribou in connection with this transaction and Briggs and Morgan P.A. is acting as Caribou's legal advisor.
About Caribou
Founded in 1992, Caribou is one of the leading branded coffee companies in the United States, with a compelling multi-channel approach to their customers. Based on the number of coffeehouses, Caribou is the second largest company-operated premium coffeehouse operator in the United States. As of September 30, 2012, the Company had 610 coffeehouses, including 202 franchised locations, in 22 states, the District of Columbia and ten international markets. The Company's coffeehouses aspire to be the community place loved by guests who are provided an extraordinary experience that makes their day better. Caribou provides the highest quality handcrafted beverages, foods and coffee lifestyle items with a unique blend of expertise, fun and authentic human connection in a comfortable and welcoming coffeehouse environment. In addition, Caribou's unique coffees are available within grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and e-commerce channels. Caribou is a proud recipient of the Rainforest Alliance Corporate Green Globe Award and is committed to operating practices that promote sustainability and environmental protection. For more information, visit the Caribou web site at www.cariboucoffee.com.
About Joh. A. Benckiser
Joh. A. Benckiser and affiliated companies is a privately held group focused on long term investments in companies with premium brands in the Fast Moving Consumer Goods category. The Joh. A. Benckiser-group's portfolio includes a majority stake in Coty Inc., a global leader in beauty, a majority stake in Peet's Coffee & Tea Inc., a premier specialty coffee and tea company, a minority stake in Reckitt Benckiser Group PLC, a global leader in health, hygiene and home products and a minority investment in D.E Master Blenders 1753 N.V., an international coffee and tea company. JAB also owns Labelux, a luxury leather goods company with brands such as Jimmy Choo, Bally and Belstaff. The assets of the group are overseen by its three senior partners, Peter Harf, Bart Becht and Olivier Goudet.
About BDT Capital Partners
BDT Capital Partners provides family-owned and entrepreneurially led companies with long-term capital, solutions-based advice and access to an extensive network of world-class family businesses. Based in Chicago, BDT Capital Partners is a merchant bank structured to provide advice and capital that address the unique needs of closely held businesses. The firm has a $3 billion investment fund as well as an investor base with the ability to co-invest significant additional capital. Through its advisory business, BDT & Company works with family businesses to pursue their long-term strategic and financial objectives.
Additional Information and Where to Find It
The tender offer described in this document has not yet commenced. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Caribou. At the time the offer is commenced, an affiliate of JAB will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission, and Caribou will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. Caribou stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement because they will contain important information which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of Caribou at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the Commission's web site at www.sec.gov. Free copies of these materials and certain other offering documents will be made available by the information agent for the offer.
In addition to the Solicitation/Recommendation Statement, Caribou files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Caribou at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Caribou's filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20121217005633r1&sid=cmtx4&distro=nx
SOURCE: Caribou Coffee Company, Inc.
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Media Contacts:
For Caribou:
Ruder Finn, Inc.
Blythe Posner, 212-593-6306
posnerb@ruderfinn.com
or
For JAB:
Abernathy MacGregor Group
Tom Johnson, 212-371-5999
tbj@abmac.com
Chuck Burgess, 212-371-5999
clb@abmac.com
or
For BDT Capital Partners:
Jennifer Dunne, 312-660-7314
jdunne@bdtcap.com
or
Investor Contact:
Raphael Gross, 203-682-8253
ir@cariboucoffee.com
Media Contacts: For Caribou: Ruder Finn, Inc. Blythe Posner, 212-593-6306 posnerb@ruderfinn.com or For JAB: Abernathy MacGregor Group Tom Johnson, 212-371-5999 tbj@abmac.com Chuck Burgess, 212-371-5999 clb@abmac.com or For BDT Capital Partners: Jennifer Dunne, 312-660-7314 jdunne@bdtcap.com or Investor Contact: Raphael Gross, 203-682-8253 ir@cariboucoffee.com
starbuxsux
12 years ago
Caribou Coffee Brews Up Supply Chain Improvements with Logility Voyager Solutions
Oct 9, 2012 08:30:01 (ET)
ATLANTA, Oct 09, 2012 (BUSINESS WIRE) -- Logility Inc., a leading supplier of collaborative solutions to optimize the supply chain, today announced Caribou Coffee, the second largest company-owned premium coffeehouse operator in the United States based on the number of coffeehouses, has achieved impressive results with Logility Voyager Solutions(TM). In the first 12 months, Voyager Solutions has helped support Caribou Coffee's aggressive growth initiatives across its three channels of business (retail, franchise and commercial), increased inventory turns by 20 percent and increased the company's fulfillment service to above 99 percent.
Caribou Coffee needed to improve and systematize its buying process for bringing products into its distribution centers to drive better replenishment of its 585 locations and reduce in-store stock outs of consumables, ingredients and sellable end items. In addition, the company seeks to implement a sales and operations planning (S&OP) process and needed highly efficient processes executed with accurate data and forward visibility. To achieve these goals, Caribou Coffee turned to Logility Voyager Solutions to help more accurately project future demand, and synchronize supply and inventory levels to ensure the right supply chain resources are available to meet its customers' needs at the right time and cost.
"To continue delivering the highest possible customer service while executing on our growth path, we needed to improve our supply chain operations," said Karen Francois, director of strategic sourcing, Caribou Coffee. "We set forth aggressive goals for our supply chain including increasing capacity utilization up to 20 percent and decreasing our inventory by 25 percent. In the 12 months following our implementation of Logility Voyager Solutions, we found our product availability and buyer efficiency both increased and the solution has exceeded our expectations and given the Caribou team more visibility and focus."
Since deploying Voyager Solutions, Caribou Coffee has consistently achieved a greater than 99 percent fulfillment service level, improved inventory turns 20 percent, while reducing excess inventory up to 25 percent. They have also realized a greater than 20 percent reduction in the value of its excess inventory. The sourcing team is able to devote its time more to strategic activities instead of focusing its efforts on developing and maintaining its demand and replenishment plans. Voyager Solutions also provides the foundation for Caribou Coffee's S&OP organization.
"Caribou Coffee has quickly realized the significant benefits Logility Voyager Solutions can deliver to companies who see an opportunity to improve customer service while reducing costs," said Mike Edenfield, president and CEO, Logility. "Growth creates additional supply chain challenges as new products are introduced and distribution volume, frequency and number of destinations increase. We are excited to be a part of Caribou Coffee's growth plan and help the team effectively manage the added complexity more efficiently for both strategic and tactical forward-looking activities."
Recognized industry-wide for its rapid implementation, quick ROI and ease-of-use, Logility Voyager Solutions is a comprehensive supply chain management solution suite which features performance monitoring capabilities to increase supply chain visibility and operational efficiency in key areas including demand, inventory and replenishment planning, sales and operations planning (S&OP), manufacturing planning and scheduling, supply and inventory optimization, transportation planning and management, and warehouse management.
About Caribou Coffee
Founded in 1992, Caribou Coffee Company is one of the leading branded coffee companies in the United States, with a compelling multi-channel approach to their customers. Based on the number of coffeehouses, Caribou Coffee is the second largest company-operated premium coffeehouse operator in the United States. As of July 1, 2012, the Company had 596 coffeehouses, including 188 franchised locations, in 22 states, the District of Columbia and ten international markets. The Company's coffeehouses aspire to be the community place loved by guests who are provided an extraordinary experience that makes their day better. Caribou Coffee provides the highest quality handcrafted beverages, foods and coffee lifestyle items with a unique blend of expertise, fun and authentic human connection in a comfortable and welcoming coffeehouse environment. In addition, Caribou Coffee's unique coffees are available within grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and e-commerce channels. Caribou Coffee is a proud recipient of the Rainforest Alliance Corporate Green Globe Award and is committed to operating practices that promote sustainability and environmental protection. For more information, visit the Caribou Coffee web site at www.cariboucoffee.com .
About Logility
With more than 1,250 customers worldwide, Logility is a leading provider of collaborative, best-of-breed supply chain solutions that help small, medium, large and Fortune 1000 companies realize substantial bottom-line results in record time. Logility Voyager Solutions is a complete supply chain management solution that features a performance monitoring architecture and provides supply chain visibility; demand, inventory and replenishment planning; Sales and Operations Planning (S&OP); supply and inventory optimization; manufacturing planning and scheduling; transportation planning and management; and warehouse management. Logility customers include Fender Musical Instruments, Hewlett-Packard, Parker Hannifin, Sigma-Aldrich, Verizon Wireless, and VF Corporation. Logility is a wholly owned subsidiary of American Software, Inc. (AMSWA, Trade ). For more information about Logility, call 800-762-5207 USA or visit http://www.logility.com .
Forward-Looking Statements
This press release contains forward-looking statements that are subject to substantial risks and uncertainties. There are a number of factors that could cause actual results to differ materially from those anticipated by statements made herein. These factors include, but are not limited to, continuing U.S. and global economic uncertainty, the timing and degree of business recovery, unpredictability and the irregular pattern of future revenues, dependence on particular market segments or customers, competitive pressures, delays, product liability and warranty claims and other risks associated with new product development, undetected software errors, market acceptance of Logility's products, technological complexity, the challenges and risks associated with integration of acquired product lines, companies and services, as well as a number of other risk factors that could affect the Company's future performance. For further information about risks the Company and American Software could experience as well as other information, please refer to American Software, Inc's. current Form 10-K and other reports and documents subsequently filed with the Securities and Exchange Commission. For more information, contact: Vincent C. Klinges, Chief Financial Officer, American Software, Inc., (404) 264-5477 or fax: (404) 237-8868.
Logility is a registered trademark and Logility Voyager Solutions is a trademark of Logility, Inc. Other products mentioned in this document are registered, trademarked or service marked by their respective owners.
SOURCE: Logility Inc.
Logility
Justin Siefert, 404-264-5485
jsiefert@logility.com
www.logility.com/blog
starbuxsux
12 years ago
Caribou Coffee Reports Second Quarter 2012 Results
4:00 PM ET 8/6/12 | BusinessWire
Caribou Coffee Company, Inc. (NASDAQ:CBOU), the second largest company-owned premium coffeehouse operator in the United States based on the number of coffeehouses, today reported financial results for the second quarter of 2012 (thirteen weeks ended July 1, 2012). The Company also adjusted its fiscal 2012 outlook.
HIGHLIGHTS FOR THE SECOND QUARTER OF 2012 INCLUDE:
-- Comparable coffeehouse store sales increased 2.8%
-- Net income attributable to Caribou Coffee Company, Inc. was $2.8 million, or $0.13 per diluted share compared to $4.4 million, or $0.21 per diluted share, in the second quarter of 2011. The year-ago period was impacted by a tax benefit related to the reversal of a portion of our tax valuation allowance. Non-GAAP pro forma net income attributable to Caribou Coffee Company, Inc. in the second quarter of 2011 was $2.7 million, or $0.13 per diluted share (see non-GAAP reconciliation at the end of this release).
Speaking on behalf of the Company, Michael Tattersfield, the Company's President and Chief Executive Officer commented, "We were pleased to have held pro forma net income steady compared to the prior year period in the face of coffee commodity cost pressure and a lower contribution from the Keurig single-serve platform. Growth in comparable coffeehouse sales has also now been extended to eleven consecutive quarters and benefited from our continued focus on product innovation. In addition we also reached a new franchise milestone of 100 international coffeehouses further demonstrating the extensive popularity of Caribou Coffee outside of the US."
Tattersfield concluded, "Although our updated projections for Caribou-branded K-cups have led us to adjust our full year outlook, we view the dynamics affecting our single-serve business as temporary challenges and remain committed to strengthening our Green Mountain relationship. More importantly, the diversification afforded to us through our multi-channel model provides us numerous levers to achieve sustainable growth in sales and profitability over the long-term."
SECOND QUARTER 2012 RESULTS
Net sales for the quarter of $81.1 million increased $0.8 million, or 1.1%, from $80.3 million in the comparable quarter of 2011.
-- Coffeehouse sales were $62.0 million in the second quarter of 2012, an increase of 3.3% compared to $60.0 million in the second quarter of 2011. Growth was driven by a 2.8% increase in comparable coffeehouse sales, primarily due to increased beverage sales.
-- Commercial sales were $15.5 million in the second quarter of 2012, a decrease of 7.9% compared to $16.8 million in the second quarter of 2011. This change was driven by a decrease in sales of blended coffee into the Keurig single-serve platform and related royalties, partially offset by increased sales to new and existing customers in the Company's grocery and foodservice channels.
-- Franchise sales were $3.6 million in the second quarter of 2012, an increase of 6.0% compared to $3.4 million in the second quarter of 2011. Growth in product sales and royalties from 188 franchise locations, a net increase of 41 locations from the prior year, drove the increase in franchise sales versus last year.
Cost of sales and related occupancy costs in the second quarter of 2012 were $39.8 million, an increase of $1.9 million, or 5.0%, compared to the second quarter of 2011, and were driven by significantly higher coffee commodity costs. As a percentage of revenue, cost of sales and related occupancy costs were 49.1% in the second quarter of 2012 versus 47.2% in the same period of the prior year. The increase as a percentage of sales was due to higher coffee commodity costs versus the prior year.
Operating expenses in the second quarter of 2012 were $26.4 million, a decrease of $0.4 million, or 1.6%, compared to $26.8 million in the second quarter of 2011. The decrease in operating expenses was driven by lower labor costs that were partially offset by higher fees for debit card transactions due to recent legislation changes. As a percentage of revenue, operating costs were 32.5%, compared to 33.4% in the same period of the prior year. The decrease as a percentage of sales is the result of leverage gained on fixed costs within the Company's business channels.
General and administrative expenses decreased $0.6 million, or 7.0%, to $7.6 million in the second quarter of 2012, from $8.1 million in the second quarter of 2011. As a percentage of total net sales, general and administrative expenses decreased to 9.3% in the second quarter of 2012 from 10.1% in the second quarter of 2011, as the Company leveraged fixed costs on higher sales.
Depreciation and amortization decreased $0.3 million to $2.5 million during the second quarter of 2012 due to a lower depreciable asset base.
Tax expense was $2.0 million in the second quarter of 2012 compared to a tax expense of less than $0.1 million in the second quarter of 2011. The tax benefit in 2011 related to the reversal of a portion of the Company's valuation allowance against accumulated net operating losses and other deferred tax assets and the corresponding recognition of those deferred tax assets on the Company's balance sheet.
The Company's net income attributable to Caribou Coffee Company, Inc. in the second quarter of 2012 was $2.8 million, or $0.13 per diluted share, compared to $4.4 million, or $0.21 per diluted share, in the same period in 2011. When adjusting for the reversal of the valuation allowance on the Company's deferred tax assets, the Company's non-GAAP pro forma net income attributable to Caribou Coffee Company, Inc. in the second quarter of 2011 was $2.7 million, or $0.13 per diluted share (see non-GAAP reconciliation at the end of this release).
FISCAL YEAR 2012 OUTLOOK
-- Net sales flat compared with 2011.
-- Net coffeehouse unit growth of 60 to 70, of which approximately 15 will be Company-owned coffeehouse openings.
-- Diluted earnings per share of $0.43 to $0.46.
The change in the Company's outlook is primarily attributable to the expectation of lower sales related to its Green Mountain relationship, which is driven by continued channel shifting, the short-term impact of new price tiers in the category, as well as the loss of a significant account in the club business. While these factors have created shifts to the near term, Caribou remains confident in its long-term growth prospects in the single-serve marketplace.
CONFERENCE CALL
The Company will host a conference call on August 6, 2012, at 4:30 p.m. (Eastern Time) to discuss these results. Hosting the call will be Mike Tattersfield, Chief Executive Officer, and Tim Hennessy, Chief Financial Officer.
Listeners may also access the call by dialing (877) 741-4251 or (719) 325-4853 for international callers. A replay of the call will be available until Monday, August 13, 2012, by dialing (877) 870-5176 or (858) 384-5517 for international callers; the password is 1634554.
The conference call will also be webcast and can be accessed from the Investor Relations section of the Caribou Coffee website at www.cariboucoffee.com.
ABOUT THE COMPANY
Founded in 1992, Caribou Coffee Company is one of the leading branded coffee companies in the United States, with a compelling multi-channel approach to their customers. Based on the number of coffeehouses, Caribou Coffee is the second largest company-operated premium coffeehouse operator in the United States. As of July 1, 2012, the Company had 596 coffeehouses, including 188 franchised locations, in 22 states, the District of Columbia and ten international markets. The Company's coffeehouses aspire to be the community place loved by guests who are provided an extraordinary experience that makes their day better. Caribou Coffee provides the highest quality handcrafted beverages, foods and coffee lifestyle items with a unique blend of expertise, fun and authentic human connection in a comfortable and welcoming coffeehouse environment. In addition, Caribou Coffee's unique coffees are available within grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and e-commerce channels. Caribou Coffee is a proud recipient of the Rainforest Alliance Corporate Green Globe Award and is committed to operating practices that promote sustainability and environmental protection. For more information, visit the Caribou Coffee web site at www.cariboucoffee.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this release, and other written or oral statements made by or on behalf of Caribou Coffee contain forward-looking statements concerning Caribou Coffee's expected financial performance, as well as Caribou Coffee's strategic and operational plans. Risks and uncertainties may cause actual results to differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, our ability to develop and maintain our brand; our ability to maintain or expand our commercial business, including maintaining our relationship with Keurig; our ability to locate superior sites and increase the density of our coffeehouses; Caribou Coffee's ability to compete with new or existing competitors; the implementation and results of Caribou Coffee's ongoing strategic and cost initiatives; the fluctuations in cost and availability of our raw ingredients; the demand by customers for Caribou Coffee's premium products; acceptance by customers of new products and services; dependence on third parties for supplies, services, and distribution; dependence on key personnel; failure to manage growth and diversification; risks related to Caribou Coffee's international franchise operations; Caribou Coffee's ability to protect its intellectual property and the value of its brands; and general economic conditions and changes in economic conditions. All information set forth in this press release and its attachments is as of August 3, 2012. Caribou Coffee does not intend, and undertakes no duty, to update this information to reflect subsequent events or circumstances; however, Caribou Coffee may update its business outlook or any portion thereof at any time in its discretion. More information about potential factors that could affect the Company's business and financial results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended January 1, 2012, which is on file with the SEC and available on the SEC's website at www.sec.gov. Additional information will also be set forth in those sections in any future filings we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Thirteen Weeks Ended Twenty-Six Weeks Ended --------------------------- --------------------------------- July 1, July 3, July 1, July 3, 2012 2011 2012 2011 ------------- ------------- ---------------- ---------------- (In thousands, except for per share amounts) (Unaudited) Coffeehouse sales $ 62,008 $ 60,032 $ 121,745 $ 117,643 Commercial and franchise sales 19,117 20,238 39,921 34,902 ------ ------ ------- ------- Total net sales 81,125 80,270 161,666 152,545 Cost of sales and related occupancy costs 39,809 37,923 81,861 71,159 Operating expenses 26,387 26,811 52,980 52,221 Depreciation and amortization 2,467 2,768 4,972 5,704 General and administrative expenses 7,572 8,142 14,848 15,940 ------ ------ ------- ------- Operating income 4,890 4,626 7,005 7,521 Other income (expense): Interest income 12 7 24 12 Interest expense (20 ) (58 ) (41 ) (114 ) ------ -- ------ -- ------- --- ------- --- Income before provision for (benefit from) income taxes 4,882 4,575 6,988 7,419 Provision for (benefit from) income taxes 2,030 47 2,857 (21,287 ) ------ ------ ------- ------- ---Net income 2,852 4,528 4,131 28,706 Less: Net income attributable to noncontrolling interest 93 103 131 210 ------ ------ ------- ------- Net income attributable to Caribou Coffee Company, Inc. $ 2,759 $ 4,425 $ 4,000 $ 28,496 == ====== == ====== === ======= === ======= Basic net income attributable to Caribou Coffee Company, Inc. common $ 0.14 $ 0.22 $ 0.20 $ 1.43 shareholders per share == ====== == == ====== == === ======= === === ======= === Diluted net income attributable to Caribou Coffee Company, Inc. $ 0.13 $ 0.21 $ 0.19 $ 1.38 common shareholders per share == ====== == == ====== == === ======= === === ======= === Basic weighted average number of shares outstanding 20,347 19,995 20,446 19,925 ====== ====== ======= ======= Diluted weighted average number of shares outstanding 20,914 20,670 21,104 20,605 ====== ====== ======= =======
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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES CONDENSED CONSOLIDATED BALANCE SHEETS July 1, January 1, 2012 2012 ----------------------- ----------------------- In thousands, except per share amounts (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 36,902 $ 44,495 Accounts receivable, net 7,543 14,646 Other receivables, net 1,712 1,743 Inventories 35,192 22,965 Deferred tax assets - current 4,238 6,766 Prepaid expenses and other current assets 1,386 1,514 -------------- --------------Total current assets 86,973 92,129 Property and equipment, net of accumulated depreciation and 35,531 36,965 amortization Deferred tax assets - non-current 15,624 13,947 Other assets 300 323 -------------- --------------Total assets $ 138,428 $ 143,364 ===== ============== ===== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 14,561 $ 10,480 Accrued compensation 3,047 6,272 Accrued expenses 9,169 8,502 Deferred revenue 6,246 8,591 -------------- -------------- Total current liabilities 33,023 33,845 Asset retirement liability 1,237 1,248 Deferred rent liability 4,514 5,132 Deferred revenue 1,863 1,883 -------------- -------------- Total long term liabilities 7,614 8,263 Equity: Caribou Coffee Company, Inc. Shareholders' equity: Preferred stock, par value $.01, 20,000 shares authorized; no shares -- -- issued and outstanding Common stock, par value $.01, 200,000 shares authorized; 20,325 and 203 208 20,848 shares issued and outstanding at July 1, 2012 and January 1, 2012, respectively Additional paid-in capital 125,540 132,643 Accumulated comprehensive loss (379 ) -- Accumulated deficit (27,718 ) (31,718 ) -------------- - -------------- - Total Caribou Coffee Company, Inc. shareholders' equity 97,646 101,133 Noncontrolling interest 145 123 -------------- --------------Total equity 97,791 101,256 -------------- -------------- Total liabilities and equity $ 138,428 $ 143,364 ===== ============== ===== ==============
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Coffeehouse Openings and Closings Thirteen Weeks Ended Twenty-Six Weeks Ended ---------------------------------- -----------------------------------July 1, July 3, July 1, July 3, 2012 2011 2012 2011 -------------- ------------------- --------------- ------------------- (In thousands, except operating data) Non-GAAP Metrics: EBITDA(1) $ 7,788 7,776 $ 12,897 13,999 Operating Data: Percentage change in comparable coffeehouse net sales(2) 2.8 % 4.6 % 2.6 % 4.5 % Company-Owned: Coffeehouses open at beginning of period 411 409 412 410 Coffeehouses opened during the period 1 -- 1 -- Coffeehouses closed during the period 4 2 5 3 ----- -------------- ------ --------------Coffeehouses open at end of period: Total Company-Owned 408 407 408 407 Franchised: Coffeehouses opened at beginning of period 174 135 169 131 Coffeehouses opened during the period 17 12 25 21 Coffeehouses closed during the period 3 -- 6 5 ----- -------------- ------ --------------Coffeehouses open at end of period: Total Franchised 188 147 188 147 ----- -------------- ------ -------------- Total coffeehouses open at end of period 596 554 596 554 ===== ============== ====== ==============
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(1) See reconciliation and discussion of non-GAAP measures which follow at the end of this section. (2) Percentage change in comparable coffeehouse net sales compares the net sales of coffeehouses 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 net sales calculations.
NON-GAAP FINANCIAL INFORMATION (Unaudited, in thousands, except per share data)
The following reconciliations and non-GAAP financial information are provided to assist the reader with understanding the financial impact of the 2011 reversal of the valuation allowance against accumulated net operating losses and other deferred tax assets on the Company's net income attributable to Caribou Coffee Company, Inc. and earnings per share when comparing current thirteen week period and twenty-six week period results to the Company's 2011 results.
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Thirteen Weeks Twenty-Six Weeks Ended July 3, 2011 Ended July 3, 2011 Thousands Diluted EPS Thousands Diluted EPS ------------ ------------- ------------ ------------- Net income attributable to Caribou Coffee Company, Inc. as reported $ 4,425 $ 0.21 $ 28,496 $ 1.38 Provision for income taxes (1) 47 0.00 21,287 1.03 ------ ------ ------ ------ Non-GAAP pro-forma pre-tax income attributable to Caribou Coffee 4,472 0.21 7,209 0.35 Company, Inc. ------ ------ Pro forma tax expense at 40% effective tax rate (2) 1,789 0.08 2,884 0.14 ------ ------ ------ ------ Non-GAAP pro forma net income attributable to Caribou Coffee $ 2,683 $ 0.13 $ 4,325 $ 0.21 Company, Inc. ==== ====== ===== ====== ==== ====== ===== ====== Diluted weighted average number of shares outstanding 20,670 20,670 20,605 20,605 ------ ------ ------ ------
(1) Relates to the tax benefit from the reversal of an acco reserve against tax net operating loss carryforwards a deferred tax assets. (2) Pro forma effective tax rate for illustrative purposes results could differ.
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EBITDA RECONCILIATION Thirteen Weeks Ended Twenty-Six Weeks Ended ------------------------- -------------------------------- July 1, July 3, July 1, July 3, 2012 2011 2012 2011 ------------ ------------ --------------- ---------------- (Thousands) Net income attributable to Caribou Coffee Company, Inc. $ 2,759 $ 4,425 $ 4,000 $ 28,496 Interest expense 20 58 41 114 Interest income (12 ) (7 ) (24 ) (12 ) Depreciation and amortization(1) 2,991 3,253 6,023 6,688 Provision for (benefit from) income taxes 2,030 47 2,857 (21,287 ) ----- ----- ------ ------- --- EBITDA $ 7,788 $ 7,776 $ 12,897 $ 13,999 == ===== == ===== === ====== === =======
_______
(1) Includes depreciation and amortization associated with headquarters and roasting facility that are categorize and administrative expenses and cost of sales and rela costs on the statement of operations.
EBITDA is equal to net income excluding: (a) interest expense; (b) interest income; (c) depreciation and amortization; and (d) income taxes.
Management believes EBITDA is useful to investors in evaluating the Company's operating performance for the following reason:
* Coffeehouse leases are generally short-term and Caribou 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). The Company opened a net 202 company-operated coffeehouses from the beginning of fiscal 2003 through the end of the second quarter of fiscal 2012. As a result, management believes depreciation expense is disproportionately large when compared to the sales from a significant percentage of the 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. Consequently, management believes that adjusting for depreciation and amortization is useful for evaluating the operating performance of the coffeehouses. Furthermore, the Company recorded a significant tax benefit in the first quarter of fiscal 2011 related to the reversal of a valuation allowance against accumulated net operating losses and other deferred tax assets. Consequently, management believes that adjusting for the impact of income taxes is useful in evaluating the overall performance of the Company.
Management uses EBITDA:
* As a measurement of operating performance because it assists management in comparing its operating performance on a consistent basis as it removes the impact of items not directly resulting from coffeehouse operations;
* For planning purposes, including the preparation of our internal annual operating budget; and
* To evaluate the Company's capacity to incur and service debt, fund capital expenditures and expand the business.
EBITDA as calculated by Caribou Coffee is not necessarily comparable to similarly titled measures used by other companies. In addition, EBITDA: (a) does not represent net income or cash flows from operating activities as defined by GAAP; (b) is not necessarily indicative of cash available to fund cash flow needs; and (c) should not be considered an alternative to net income, operating income, cash flows from operating activities or Caribou Coffee's other financial information as determined under GAAP.
SOURCE: Caribou Coffee Company, Inc.
Investor Relations: Raphael Gross, 203-682-8253 ir@cariboucoffee.com
MiamiGent
12 years ago
Caribou Coffee Reports Fourth Quarter and Fiscal Year 2011 ResultsPROVIDED BY Business Wire - 4:00 PM 02/22/2012
MINNEAPOLIS--(BUSINESS WIRE)-- Caribou Coffee Company, Inc. (CBOU) , the second largest company-owned premium coffeehouse operator in the United States based on the number of coffeehouses, today reported financial results for the fourth quarter and fiscal year 2011 (periods ended January 1, 2012) and confirmed fiscal year 2012 guidance.
HIGHLIGHTS FOR THE FOURTH QUARTER OF 2011 INCLUDE:
Consolidated sales increased 18.8%
Comparable coffeehouse store sales increased 5.6%
Commercial and Franchise sales increased 68.6%
Net income attributable to Caribou Coffee Company, Inc. (CBOU) was $4.9 million, or $0.24 per diluted share
Non-GAAP pro forma net income attributable to Caribou Coffee Company, Inc. (CBOU) was $2.8 million, or $0.14 per diluted share, compared to pro forma net income of $2.6 million, or $0.13 per diluted share for the same period in 2010 (see non-GAAP reconciliation at the end of this release)
HIGHLIGHTS FOR FISCAL YEAR 2011:
Consolidated sales increased 15.0%
Comparable coffeehouse store sales increased 4.7%
Commercial and Franchise sales increased 62.3%
Net income attributable to Caribou Coffee Company, Inc. (CBOU) was $35.2 million, or $1.69 per diluted share
Non-GAAP pro forma net income attributable to Caribou Coffee Company, Inc. (CBOU) was $8.7 million, or $0.42 per diluted share, compared to pro forma net income of $5.6 million, or $0.27 per diluted share for the same period in 2010 (see non-GAAP reconciliation at the end of this release)
Speaking on behalf of the Company, Michael Tattersfield, the Company’s President and CEO commented, “Our fourth quarter marked the conclusion of a fantastic year for Caribou Coffee (CBOU), in which we made progress strategically, financially and culturally. We are pleased to have delivered another solid quarter, one that rounds out a record year of financial performance for Caribou. Looking ahead, we are optimistic about what we can achieve across each of our business lines, but are particularly excited to be resuming meaningful development of company-owned coffeehouses. As always, we will continue to provide the meaningful experiences our guest’s love, while enhancing returns for our shareholders."
FOURTH QUARTER 2011 RESULTS
Net sales for the quarter of $92.5 million increased $14.6 million, or 18.8%, from $77.9 million in the comparable quarter of 2010.
Coffeehouse sales were $66.0 million in the fourth quarter of 2011, an increase of 6.1% compared to $62.1 million in the fourth quarter of 2010. The Company’s food platform, specifically the addition of breakfast and lunch sandwiches, continued to drive comparable coffeehouse sales, which were a 5.6% increase in the quarter.
Commercial sales were $23.3 million in the fourth quarter of 2011, an increase of 77.5% compared to $13.1 million in the fourth quarter of 2010, largely driven by sales related to the Keurig single-serve platform, as well as new and existing customers in the Company’s grocery channel and increased penetration in foodservice channels.
Franchise sales were $3.3 million in the fourth quarter of 2011, an increase of 24.6% compared to $2.7 million in the fourth quarter of 2010. Growth in product sales and royalties from 169 franchise locations, a net increase of 38 locations from the prior year, drove the increase in franchise sales versus last year.
Cost of sales and related occupancy costs in the fourth quarter of 2011 was $49.6 million, an increase of $13.1 million, or 36.0%, compared to the fourth quarter of 2010 and were driven by the Company’s consolidated sales growth. As a percentage of revenue, cost of sales and related occupancy costs were 53.6% in the fourth quarter of 2011 versus 46.8% in the fourth quarter of 2010. The higher coffee commodity costs drove the increase as a percentage of revenue compared to the prior year as well as a shift in the overall mix change to the Company’s commercial and franchise channels, which have higher cost of sales as a percentage of sales.
Operating expenses in the fourth quarter of 2011 were $27.5 million, an increase of $1.5 million, or 5.7%, compared to 26.0 million in the fourth quarter of 2010. The increase in operating expenses was driven by expenses tied to sales volume increases and new company-owned coffeehouse openings. As a percentage of revenue, operating costs were 29.7%, compared to 33.4% in the fourth quarter of 2010. The decrease as a percentage of revenue is the result of leverage gained on fixed costs within the Company’s business channels as well as a shift in the overall sales mix to the Company’s commercial channel, which has a lower operating expense component than its retail coffeehouses.
General and administrative expenses decreased $0.3 million, or 3.3%, to $7.5 million in the fourth quarter of 2011, from $7.8 million in the fourth quarter of 2010. As a percentage of total net sales, general and administrative expenses decreased to 8.1% in the fourth quarter of 2011, compared to 10.0% in the fourth quarter of 2010 as the Company leveraged fixed costs against higher sales.
The Company’s net income attributable to Caribou Coffee Company, Inc. (CBOU) for the fourth quarter of 2011 was $4.9 million or $0.24 per diluted share, compared to $4.3 million, or $0.21 per diluted share, in the same period in 2010. The Company ended the quarter with $44.5 million in cash and cash equivalents and no long term debt.
The Company’s non-GAAP pro forma net income attributable to Caribou Coffee Company, Inc. (CBOU) in the fourth quarter of 2011 was $2.9 million, or $0.14 per diluted share, compared to a pro forma net income of $2.6 million, or $0.13 per diluted share for the same period in 2010 (see non-GAAP reconciliation at the end of this release).
FISCAL YEAR 2012 OUTLOOK
Looking ahead, Caribou Coffee (CBOU) confirmed the following fiscal year 2012 guidance:
Net sales growth of approximately 10%.
Comparable coffeehouse sales growth of 2% to 4%.
Commercial sales growth of approximately 20%.
New coffeehouse unit growth of 55 – 70, of which approximately 20 will be Company-owned coffeehouse openings.
Capital expenditure investments of $13 million to $15 million.
Diluted earnings per share of $0.48 to $0.51.
CONFERENCE CALL
Caribou Coffee (CBOU) will host a conference call today, February 22, 2012, at 4:30 p.m. (Eastern Time) to discuss these results. Hosting the call will be Mike Tattersfield, Chief Executive Officer, and Tim Hennessy, Chief Financial Officer. The call will be webcast and can be accessed from the Company's website at www.cariboucoffee.com. The webcast link is in the Investor Relations section.
Listeners may also access the call by dialing 888-515-2880 or 719-457-2631 for international callers. A replay of the call will be available until Wednesday, February 29, 2012, by dialing 877-870-5176 or 858-384-5517 for international callers; the password is 4192405. In addition, the webcast will be archived on the Company’s website.
ABOUT THE COMPANY
Founded in 1992, Caribou Coffee Company (CBOU) is one of the leading branded coffee companies in the United States, with a compelling multi-channel approach to their customers. Based on the number of coffeehouses, Caribou Coffee (CBOU) is the second largest company-operated premium coffeehouse operator in the United States. As of January 1, 2012, the Company had 581 coffeehouses, including 169 franchised locations, in 20 states, the District of Columbia and nine international markets. The Company’s coffeehouses aspire to be the community place loved by guests who are provided an extraordinary experience that makes their day better. Caribou Coffee (CBOU) provide the highest quality handcrafted beverages, foods and coffee lifestyle items with a unique blend of expertise, fun and authentic human connection in a comfortable and welcoming coffeehouse environment. In addition, Caribou Coffee’s unique coffees are available within grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and e-commerce channels. Caribou Coffee (CBOU) is a proud recipient of the Rainforest Alliance Corporate Green Globe Award and is committed to operating practices that promote sustainability and environmental protection. For more information, visit the Caribou Coffee (CBOU) web site at www.cariboucoffee.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this release, and other written or oral statements made by or on behalf of Caribou Coffee (CBOU) contain forward-looking statements concerning Caribou Coffee’s expected financial performance (including, without limitation, statements and information in the fiscal year 2012 Outlook and the quotation from management), as well as Caribou Coffee’s strategic and operational plans. Risks and uncertainties may cause actual results to differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, our ability to develop and maintain our brand; our ability to maintain or expand our commercial business, including maintaining our relationship with Keurig; our ability to locate superior sites and increase the density of our coffeehouses; Caribou Coffee’s ability to compete with new or existing competitors; the implementation and results of Caribou Coffee’s ongoing strategic and cost initiatives; the fluctuations in cost and availability of our raw ingredients; the demand by customers for Caribou Coffee’s premium products; acceptance by customers of new products and services; dependence on third parties for supplies, services, and distribution; dependence on key personnel; failure to manage growth and diversification; risks related to Caribou Coffee’s international franchise operations; Caribou Coffee’s ability to protect its intellectual property and the value of its brands; and general economic conditions and changes in economic conditions. All information set forth in this press release and its attachments is as of February 22, 2012. Caribou Coffee (CBOU) does not intend, and undertakes no duty, to update this information to reflect subsequent events or circumstances; however, Caribou Coffee (CBOU) may update its business outlook or any portion thereof at any time in its discretion. More information about potential factors that could affect the Company’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended January 2, 2011, which is on file with the SEC and available on the SEC’s website at www.sec.gov. Additional information will also be set forth in those sections in any future filings we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
CARIBOU COFFEE COMPANY, INC. (CBOU) AND AFFILIATES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Thirteen Weeks Ended
Fifty-Two Weeks Ended
January 1,
2012
January 2,
2011
January 1,
2012
January 2,
2011
(In thousands, except for per share amounts)
(Unaudited)
Coffeehouse sales $ 65,955 $ 62,134 $ 242,293 $ 232,108
Commercial and franchise sales 26,565 15,755 84,211 51,889
Total net sales 92,520 77,889 326,504 283,997
Cost of sales and related occupancy costs 49,567 36,443 162,667 131,094
Operating expenses 27,481 26,010 105,993 101,169
Depreciation and amortization 3,052 3,013 11,425 12,284
General and administrative expenses 7,523 7,780 31,226 29,343
Operating income 4,897 4,643 15,193 10,107
Other income (expense):
Interest income 1 3 16 22
Interest expense (99 ) (174 ) (283 ) (408 )
Income before provision for income taxes 4,799 4,472 14,926 9,721
(Benefit) provision for income taxes (192 ) 30 (20,676 ) (76 )
Net income 4,991 4,442 35,602 9,797
Less: Net income attributable to noncontrolling interest 51 108 379 397
Net income attributable to Caribou Coffee Company, Inc. (CBOU) $ 4,940 $ 4,334 $ 35,223 $ 9,400
Basic net income attributable to Caribou Coffee Company, Inc. (CBOU) common shareholders per share $ 0.24 $ 0.22 $ 1.75 $ 0.48
Diluted net income attributable to Caribou Coffee Company, Inc. (CBOU) common shareholders per share $ 0.24 $ 0.21 $ 1.69 $ 0.46
Basic weighted average number of shares outstanding 20,289 19,685 20,129 19,639
Diluted weighted average number of shares outstanding 20,982 20,834 20,803 20,641
CARIBOU COFFEE COMPANY, INC. (CBOU) AND AFFILIATES
CONDENSED CONSOLIDATED BALANCE SHEETS
January 1,
2012
January 2,
2011
In thousands, except per share amounts
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 44,495 $ 23,092
Accounts receivable, net 14,646 8,096
Other receivables, net 1,743 1,227
Inventories 22,965 25,931
Deferred tax assets - current 5,071 —
Prepaid expenses and other current assets 1,514 1,122
Total current assets 90,434 59,468
Property and equipment, net of accumulated depreciation and amortization 36,965 41,075
Restricted cash — 837
Deferred tax assets – non-current 15,642 —
Other assets 323 345
Total assets $ 143,364 $ 101,725
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 10,480 $ 8,080
Accrued compensation 6,272 5,954
Accrued expenses 8,502 6,916
Deferred revenue 8,591 8,726
Total current liabilities 33,845 29,676
Asset retirement liability 1,248 1,196
Deferred rent liability 5,132 6,296
Deferred revenue 1,883 2,091
Total long term liabilities 8,263 9,583
Equity:
Caribou Coffee Company, Inc. (CBOU) Shareholders’ equity:
Preferred stock, par value $.01, 20,000 shares authorized; no shares issued and outstanding — —
Common stock, par value $.01, 200,000 shares authorized; 20,848 and 20,141 shares issued and outstanding at January 1, 2012 and January 2, 2011, respectively 208 202
Additional paid-in capital 132,643 129,026
Accumulated comprehensive income — 12
Accumulated deficit (31,718 ) (66,941 )
Total Caribou Coffee Company, Inc. (CBOU) shareholders’ equity 101,133 62,299
Noncontrolling interest 123 167
Total equity 101,256 62,466
Total liabilities and equity $ 143,364 $ 101,725
Coffeehouse Openings and Closings
Thirteen Weeks Ended Fifty-Two Weeks Ended
January 1, 2012 January 2, 2011 January 1, 2012 January 2, 2011
(In thousands, except operating data)
Non-GAAP Metrics:
EBITDA(1) $ 8,423 $ 8,056 $ 28,234 $ 23,979
Operating Data:
Percentage change in comparable coffeehouse net sales(2) 5.6 % 3.5 % 4.7 % 4.5 %
Company-Owned:
Coffeehouses open at beginning of period 409 410 410 413
Coffeehouses opened during the period 5 0 8 0
Coffeehouses closed during the period 2 0 6 3
Coffeehouses open at end of period:
Total Company-Owned 412 410 412 410
Franchised:
Coffeehouses open at beginning of period 150 126 131 121
Coffeehouses opened during the period 19 7 45 20
Coffeehouses closed during the period 0 2 7 10
Coffeehouses open at end of period:
Total Franchised 169 131 169 131
Total coffeehouses open at end of period 581 541 581 541
(1) See reconciliation and discussion of non-GAAP measures which follow at the end of this section.
(2) Percentage change in comparable coffeehouse net sales compares the net sales of coffeehouses 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 net sales calculations.
NON-GAAP FINANCIAL INFORMATION
(Unaudited, in thousands, except per share data)
The following reconciliation and non-GAAP financial information are provided to assist the reader with understanding the financial impact of the reversal of the valuation allowance against accumulated net operating losses and other deferred tax assets on the Company’s net income attributable to Caribou Coffee Company, Inc. (CBOU) and earnings per share when comparing current 13 and 52 week period results to the Company’s fiscal year 2010 results.
Thirteen Weeks Ended
January 1, 2012 January 2, 2011 January 1, 2012 January 2, 2011
(Thousands) Diluted EPS
Net income attributable to Caribou Coffee Company, Inc. (CBOU) as reported $ 4,940 $ 4,334 $ 0.24 $ 0.21
(Benefit from) provision for income taxes (192 ) 30 (0.01 ) 0.00
Non-GAAP pro-forma pre-tax income attributable to Caribou Coffee Company, Inc. (CBOU) 4,748 4,364 0.23 0.21
Pro forma tax expense at 40% effective tax rate (2) 1,899 1,746 0.09 0.08
Non-GAAP pro forma net income attributable to Caribou Coffee Company, Inc. (CBOU) $ 2,849 $ 2,618 $ 0.14 $ 0.13
Diluted weighted average number of shares outstanding 20,982 20,834 20,982 20,834
Fifty-Two Weeks Ended
January 1, 2012 January 2, 2011 January 1, 2012 January 2, 2011
(Thousands) Diluted EPS
Net income attributable to Caribou Coffee Company, Inc. (CBOU) as reported $ 35,223 $ 9,400 $ 1.69 $ 0.46
Deferred tax asset valuation allowance reversal (1) 20,529 - 0.98 0.00
Other benefit from income taxes 147 76 0.01 0.01
Non-GAAP pro-forma pre-tax income attributable to Caribou Coffee Company, Inc. (CBOU) 14,547 9,324 0.70 0.45
Pro forma tax expense at 40% effective tax rate (2) 5,819 3,730 0.28 0.18
Non-GAAP pro forma net income attributable to Caribou Coffee Company, Inc. (CBOU) $ 8,728 $ 5,594 $ 0.42 $ 0.27
Diluted weighted average number of shares outstanding 20,803 20,641 20,803 20,641
(1) Relates to the tax benefit from the reversal of an accounting reserve against tax net operating loss carryforwards and other deferred tax assets.
(2) Pro forma effective tax rate for illustrative purposes
EBITDA RECONCILIATION
The following is a reconciliation of the Company’s net income to EBITDA.
Thirteen Weeks Ended Fifty-Two Weeks Ended
January 1, 2012 January 2, 2011 January 1, 2012 January 2, 2011
(In thousands)
Net Income attributable to Caribou Coffee Company, Inc. (CBOU) $ 4,940 $ 4,334 $ 35,223 $ 9,400
Interest expense 99 174 283 408
Interest income (1 ) (3 ) (16 ) (22 )
Depreciation and amortization(1) 3,577 3,521 13,420 14,269
(Benefit from) provision for income taxes (192 ) 30 (20,676 ) (76 )
EBITDA $ 8,423 $ 8,056 $ 28,234 $ 23,979
(1) Includes depreciation and amortization associated with the headquarters and roasting facility that are categorized as general and administrative expenses and cost of sales and related occupancy costs on the statement of operations.
EBITDA is equal to net income excluding: (a) interest expense; (b) interest income; (c) depreciation and amortization; and (d) income taxes.
Management believes EBITDA is useful to investors in evaluating the Company’s operating performance for the following reason:
Coffeehouse leases are generally short-term and Caribou 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). The Company opened a net 209 company-operated coffeehouses from the beginning of fiscal year 2003 through the end of the fourth quarter of 2011. As a result, management believes depreciation expense is disproportionately large when compared to the sales from a significant percentage of the 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. Consequently, management believes that adjusting for depreciation and amortization is useful for evaluating the operating performance of the coffeehouses.
Management uses EBITDA:
As a measurement of operating performance because it assists management in comparing its operating performance on a consistent basis as it removes the impact of items not directly resulting from coffeehouse operations;
For planning purposes, including the preparation of our internal annual operating budget; and
To evaluate the Company’s capacity to incur and service debt, fund capital expenditures and expand the business.
EBITDA as calculated by Caribou Coffee (CBOU) is not necessarily comparable to similarly titled measures used by other companies. In addition, EBITDA: (a) does not represent net income or cash flows from operating activities as defined by GAAP; (b) is not necessarily indicative of cash available to fund cash flow needs; and (c) should not be considered an alternative to net income, operating income, cash flows from operating activities or Caribou Coffee’s other financial information as determined under GAAP.
FISCAL YEAR 2012 GUIDANCE
The following reconciliation and non-GAAP financial information are provided to assist the reader with understanding the financial impact of taxes on our pro-forma earnings per share when adjusted for pro-forma tax impacts when comparing 2011 performance with the Company’s fiscal year 2012 guidance.
Year ended
December 30,
2012
Year ended
January 1, 2012
(non-GAAP)
Diluted EPS
Net income attributable to Caribou Coffee Company, Inc. (CBOU), $0.81 - $0.85 $1.69
Deferred tax asset valuation allowance reversal, net of other tax expense (1) $0.00 $0.99
Pre-tax income attributable to Caribou Coffee Company, Inc. (CBOU), expected and non-GAAP, respectively $0.81 – $0.85 $0.70
Tax expense at 40% effective tax rate (2) $0.33 – $0.34 $0.28
Net income attributable to Caribou Coffee Company, Inc (CBOU), expected and pro forma, respectively. $0.48 – $0.51 $0.42
(1) Relates to the tax benefit from the reversal of an accounting reserve against tax net operating loss carryforwards and other deferred tax assets.
(2) For fiscal year ended January 1, 2012 amount represents pro forma effective tax rate. For fiscal year ended December 30, 2012, amount represents expected effective tax rate.
Source: Caribou Coffee Company, Inc. (CBOU)
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