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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

 

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 1, 2012.

or

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            .

Commission File Number: 000-51535

CARIBOU COFFEE COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

Minnesota		41-1731219
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3900 Lakebreeze Avenue North Brooklyn Center, Minnesota		55429
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(763) 592-2200

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.01 Par value per share		Nasdaq Global Market

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨        No  þ

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  ¨        No  þ

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  þ        No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ        No  ¨

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 registrant’s 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.    þ

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):

 

Large Accelerated Filer  ¨		Accelerated Filer  þ		Non-accelerated Filer  ¨		Smaller reporting company  þ
		(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  ¨        No  þ

The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was approximately $272,273,000 as of July 3, 2011, based upon the closing price of our common stock 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 15, 2012, there were 20,946,279 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders, to be held on May 9, 2012 have been incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 

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EXPLANATORY NOTE

We are filing this Form 10-K/A (the “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended January 1, 2012, originally filed with the Securities and Exchange Commission (“SEC”) on March 16, 2012 (the “Original Filing”) for the sole purpose of adding the conformed signature of Ernst & Young, LLP to each “Report of Independent Registered Public Accounting Firm” in Item 8, each of which was inadvertently omitted within our Form 10-K as originally filed. At the time of the Original Filing, we were in possession of the signed audit reports, but the signature in typed form was inadvertently omitted from the electronic versions filed with the SEC. This Amendment sets forth “Item 8 - Financial Statements and Supplementary Data” from the Form 10-K in its entirety with the applicable conformed signatures. Because this Amendment is being filed solely to present such signatures in typed form, the date of such reports remain as originally filed.

In connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment certain new certifications by our principal executive officer and principal financial officer. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new certifications.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment.

 

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TABLE OF CONTENTS

 

PART II.
Item 8		Financial Statements and Supplementary Data			4
PART IV.
Item 15		Exhibits and Financial Statement Schedules			28
Signatures					31

 

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Item 8.    Financial Statements and Supplementary Data

 

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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 (the Company) as of January 1, 2012 and January 2, 2011, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended January 1, 2012. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and the schedule are the responsibility of the Company’s 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 at January 1, 2012 and January 2, 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 1, 2012, 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Caribou Coffee Company, Inc. and Affiliates internal control over financial reporting as of January 1, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2012 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young, LLP

Minneapolis, Minnesota

March 16, 2012

 

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Caribou Coffee Company, Inc. and Affiliates

We have audited Caribou Coffee Company, Inc. and Affiliates’ internal control over financial reporting as of January 1, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Caribou Coffee Company, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Company’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Caribou Coffee Company, Inc. and Affiliates maintained, in all material respects, effective internal control over financial reporting as of January 1, 2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Caribou Coffee Company, Inc. and Affiliates as of January 1, 2012 and January 2, 2011, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended January 1, 2012, and our report dated March 16, 2012 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young, LLP

Minneapolis, Minnesota

March 16, 2012

 

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Caribou Coffee Company, Inc. and Affiliates

Consolidated Balance Sheets

 

		January 1, 2012				January 2, 2011
		In thousands except per share data
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			6,766				—
Prepaid expenses and other current assets			1,514				1,122
Total current assets			92,129				59,468
Property and equipment, net of accumulated depreciation and amortization			36,965				41,075
Restricted cash			—				837
Deferred tax assets — non-current			13,947				—
Other assets			323				345
Total assets		$	143,364			$	101,725
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
Commitments and contingencies
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; 20,848 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 other comprehensive income			—				12
Accumulated deficit			(31,718	)			(66,941	)
Total Caribou Coffee Company, Inc. shareholders’ equity			101,133				62,299
Noncontrolling interest			123				167
Total equity			101,256				62,466
Total liabilities and equity		$	143,364			$	101,725

See accompanying notes.

 

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Caribou Coffee Company, Inc. and Affiliates

Consolidated Statements of Operations

 

		Years Ended
		January 1, 2012				January 2, 2011
		In thousands except per share data
Coffeehouse sales		$	242,293			$	232,108
Commercial and franchise sales			84,211				51,889
Net sales			326,504				283,997
Cost of sales and related occupancy costs			162,667				131,094
Operating expenses			105,993				101,169
Depreciation and amortization			11,425				12,284
General and administrative expenses			31,226				29,343
Operating income			15,193				10,107
Other income (expense):
Interest income			16				22
Interest expense			(283	)			(408	)
Income before benefit from income taxes			14,926				9,721
Benefit from income taxes			(20,676	)			(76	)
Net income			35,602				9,797
Less: Net income attributable to noncontrolling interest			379				397
Net income attributable to Caribou Coffee Company, Inc.		$	35,223			$	9,400
Net income per share:
Basic net income attributable to Caribou Coffee Company, Inc. common shareholders per share		$	1.75			$	0.48
Diluted net income attributable to Caribou Coffee Company, Inc. common shareholders per share		$	1.69			$	0.46
Basic weighted average number of shares outstanding			20,129				19,639
Diluted weighted average number of shares outstanding			20,803				20,641

See accompanying notes.

 

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Caribou Coffee Company, Inc. and Affiliates

Consolidated Statements of Changes in Shareholders’ Equity

 

		Common Stock								Additional Paid-in Capital								Accumulated Other  Comprehensive (Loss) Income
		Number of Shares				Amount								Noncontrolling Interest								Accumulated Deficit				Equity
		In thousands
Balance, January 3, 2010			19,814			$	198			$	126,770			$	156			$	(7	)		$	(76,341	)		$	50,776
Net income			—				—				—				397				—				9,400				9,797
Changes in fair value of derivative financial instruments			—				—				—				—				19				—				19
Comprehensive income																										$	9,816
Share based compensation			—				—				1,307				—				—				—				1,307
Options exercised			151				2				1,024				—				—				—				1,026
Restricted shares issued			186				2				(2	)			—				—				—				—
Share repurchase			(10	)			—				(73	)			—				—				—				(73	)
Distribution of noncontrolling interest			—				—				—				(386	)			—				—				(386	)
Balance, January 2, 2011			20,141				202				129,026				167				12				(66,941	)			62,466
Net income			—				—				—				379				—				35,223				35,602
Changes in fair value of derivative financial instruments			—				—				—				—				(12	)			—				(12	)
Comprehensive income																										$	35,590
Share based compensation			—				—				1,797				—				—				—				1,797
Options exercised			403				3				1,823				—				—				—				1,826
Restricted shares issued			304				3				(3	)			—				—				—				—
Distribution of noncontrolling interest			—				—				—				(423	)			—				—				(423	)
Balance, January 1, 2012			20,848			$	208			$	132,643			$	123			$	0			$	(31,718	)		$	101,256

See accompanying notes.

 

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Caribou Coffee Company, Inc. and Affiliates

Consolidated Statements of Cash Flows

 

		Years Ended
		January 1, 2012				January 2, 2011
		In thousands
Operating activities
Net income		$	35,602			$	9,797
Depreciation and amortization			13,420				14,269
Amortization of deferred financing fees			140				(270	)
Stock-based compensation			1,797				1,307
Deferred income taxes			(20,713	)			—
Other			134				(165	)
Changes in operating assets and liabilities:
Accounts receivable and other receivables			(7,066	)			(1,975	)
Inventories			2,966				(12,653	)
Prepaid expenses and other assets			(442	)			909
Accounts payable			2,727				(1,294	)
Accrued expenses and other liabilities			607				(2,406	)
Deferred revenue			(343	)			(2	)
Net cash provided by operating activities			28,829				7,517
Investing activities
Payments for property and equipment			(9,598	)			(8,037	)
Proceeds from the disposal of property			—				22
Decrease (increase) in restricted cash			837				(232	)
Net cash used in investing activities			(8,761	)			(8,247	)
Financing activities
Distribution of noncontrolling interest			(423	)			(386	)
Issuance of common stock			1,826				1,026
Payment of debt financing fees			(68	)			(323	)
Stock repurchase			—				(73	)
Net cash provided by financing activities			1,335				244
Increase (decrease) in cash and cash equivalents			21,403				(486	)
Cash and cash equivalents at beginning of year			23,092				23,578
Cash and cash equivalents at end of year		$	44,495			$	23,092
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest		$	129			$	138
Income taxes			78				181
Accrual for leasehold improvements, furniture, and equipment		$	132			$	377

See accompanying notes.

 

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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

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 premium coffee and espresso-based beverages, foods and coffee lifestyle items. As of January 1, 2012, the Company had 581 coffeehouses, including 169 franchised locations, located in Minnesota, Illinois, Ohio, Michigan, North Carolina, Georgia, Maryland, Wisconsin, Virginia, Pennsylvania, Iowa, Colorado, North Dakota, South Dakota, Kansas, Missouri, Alabama, Nevada, Indiana, Nebraska, Washington, D.C. and international markets.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of Caribou Coffee Company, Inc. and affiliates that it controls. The affiliates are Caribou MSP Airport, a partnership in which the Company owns a 49% interest and that operates six coffeehouses, and Caribou Coffee Development Company, Inc., a licensor of Caribou Coffee branded coffeehouses. The Company controls the daily operations of Caribou Coffee Development Company, Inc. and accordingly consolidates its results of operations. The Company provided a loan to its partner in Caribou MSP Airport for all of the partner’s 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., Caribou MSP Airport and Caribou Coffee Development Company, Inc. 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 Company’s fiscal year ends on the Sunday closest to December 31. Fiscal years 2011 and 2010 ended on January 1, 2012 and January 2, 2011 and each included 52 weeks.

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 Company’s financial instruments, which include cash and cash equivalents, approximate their carrying values. The Company places its cash with FDIC-insured financial institutions. Credit losses have not been significant.

 

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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Allowance for Doubtful Accounts

Allowance for doubtful accounts is calculated based on historical experience, customer credit risk and identification of specific accounts at risk. A summary of the allowance for doubtful accounts is as follows (in thousands):

 

		January 1, 2012				January 2, 2011
Allowance for doubtful accounts — accounts receivable		$	59			$	20
Allowance for doubtful accounts — other receivables		$	6			$	192

Inventories

Inventories are stated at the lower of weighted average cost or market.

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 $0.2 million of such costs during the year ended January 1, 2012 and less than $0.1 million during the year ended January 2, 2011. 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 has certain asset retirement obligations, primarily associated with leasehold improvements, whereby at the end of a lease, the Company is contractually obligated to remove such leasehold improvements 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 management’s 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 Company’s financial statements in the period incurred. There were no operating gains or losses recorded in fiscal 2011 or fiscal 2010 related to asset retirement obligations.

Total asset retirement obligation expense was less than $0.1 million in fiscal 2011 and fiscal 2010 and is included in costs of sales and related occupancy costs and depreciation and amortization. As of January 1, 2012 and January 2, 2011, the Company’s net asset retirement obligation asset included in property, plant and equipment, net of accumulated depreciation and amortization was less than $0.1 million, while the Company’s net asset retirement obligation liability included in asset retirement liability was $1.2 million and $1.2 million, respectively.

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 life of the agreement on a straight-line basis.

 

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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

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 and restricted stock 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 Company’s common stock as of the dates of grant. Options vest generally over four years and expire ten years from the grant date.

The Company recognizes expense related to the fair value of our stock-based compensation awards. The estimated grant date fair value of each stock-based award is recognized in income on a straight line basis over the requisite service period (generally the vesting period). The estimated fair value of stock options is calculated using the Black-Scholes option-pricing model. The estimated fair value of restricted stock is calculated using the trading value of the underlying stock on the date of the grant. Stock-based compensation expense for fiscal years 2011 and 2010 totaled approximately $1.8 million and $1.3 million, respectively.

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 sales for products and services when payment is tendered at the point of sale. Sales tax collected from customers is presented net of amounts expected to be remitted to various tax jurisdictions. Accordingly, sales taxes have no effect on the Company’s reported net sales in the accompanying statements of operations.

Revenue from the sale of products to commercial, franchise or on-line customers is recognized when ownership and price risk of the products are legally transferred to the customer, which is generally upon the shipment of goods. Revenue includes 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.

The Company sells stored value cards of various denominations. Cash receipts related to stored value card 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 Company’s consolidated balance sheets. 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

 

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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

periods of inactivity (“breakage”). The Company estimates that cards which have had no activity for 48 months are unlikely to be used in the future. In these circumstances, to the extent management determines there is no requirement for remitting balances to government agencies under unclaimed property laws, card balances may be recognized in the consolidated statements of operations. 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 Company’s 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. Breakage recognized was immaterial to all periods presented.

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.

All revenue is recognized net of any discounts, returns, allowances and sales incentives, including coupon redemptions and rebates. The Company periodically participates in trade-promotion programs such as shelf price reductions and consumer coupon programs that require the Company to estimate and accrue the expected cost of such programs. Coupons are recognized as a liability when distributed based upon expected consumer redemptions. The Company maintains liabilities based on historical experience and management’s judgment at the end of each period for the estimated expenses incurred, but unpaid for these programs.

Advertising

Advertising costs are expensed as incurred. Production costs for radio and television advertising are expensed when the commercials are initially aired. Advertising expenses aggregated approximately $7.4 million and $7.8 million, for the years ended January 1, 2012 and January 2, 2011, respectively.

Operating Leases and Rent Expense

Certain of the Company’s lease agreements provide for scheduled rent increases during the lease term 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 and renewal periods that are reasonably assured. 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. 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.

 

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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

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. The Company’s recognition of an uncertain tax position is dependent on whether or not that position is more likely than not of being sustained upon audit by the relevant taxing authority. If an uncertain tax position is more likely than not of being sustained, the position 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 Income Per Share

Basic net income per share was computed based on the weighted average number of shares of common stock outstanding. Diluted net income 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.

 

2.	Recent Accounting Pronouncements

In June 2011, the FASB issued guidance that revises the manner in which entities present comprehensive income in their financial statements. The guidance requires entities to report the components of comprehensive income in either a single, continuous statement or two separate but consecutive statements. The guidance will become effective for the Company at the beginning of the first quarter of fiscal 2012. The adoption of this new guidance will result in a change in how the Company presents the components of comprehensive income, which is currently presented within the consolidated statements of equity.

In May 2011, the FASB issued guidance to amend the fair value measurement and disclosure requirements. The guidance requires the disclosure of quantitative information about unobservable inputs used, a description of the valuation processes used, and a qualitative discussion around the sensitivity of the measurements. The guidance will become effective for the Company at the beginning of its first quarter of fiscal 2012. The adoption of this new guidance will not have a material impact on the Company’s financial statements.

 

3.	Restricted Cash

At January 2, 2011, cash of $0.8 million was pledged as collateral on outstanding letters of credit related to self-insurance reserves and lease commitments and was classified as restricted cash in the consolidated balance sheets. At January 1, 2012, there were no collateral pledges outstanding.

 

4.	Derivative Financial Instruments

The Company evaluates various strategies in managing its exposure to market-based risks, such as entering into hedging transactions to manage its exposure to fluctuating dairy commodity prices.

The Company records all derivatives on the consolidated balance sheets at fair value. For those cash flow hedges that have been designated and qualify as an effective accounting hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (“OCI”) and subsequently reclassified into net earnings when the hedged exposure affects net income. For those cash flow hedges that are not designated or do not qualify as an effective accounting hedge, the entire derivative gain or loss is recorded in earnings as incurred.

As of January 1, 2012, the Company had no outstanding derivative instruments. The fair value of derivative instruments on the consolidated balance sheets as of January 2, 2011 was recorded as a liability of $12 thousand in accrued expenses. The Company had no derivatives not designated as hedging instruments as of January 1, 2012 and January 2, 2011.

 

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The following table presents the effect of derivative instruments on the consolidated financial statements for the years ended January 1, 2012 and January 2, 2011 (in thousands):

 

		Gain/(Loss) Recognized in OCI								Gain/(Loss) Reclassified into  Earnings
Contract Type		January 1, 2012				January 2, 2011				January 1, 2012				January 2, 2011
Cash flow commodity hedges(1)		$	141			$	8			$	153			$	(11	)

 

(1)	There was no material ineffectiveness during the periods presented.

During the year ended January 1, 2012 and January 2, 2011, the Company did not have any gains or losses related to commodity hedges not designated as hedging instruments.

 

5.	Fair Value Measurements

Generally Accepted Accounting Principles defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value:

 

•

Level 1:  Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 

•

Level 2:  Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

•

Level 3:  Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table presents the financial assets measured at fair value on a recurring basis as of January 1, 2012 (in thousands):

 

		Total January 1,  2012				Level 1				Level 2				Level 3
Assets:
Cash deposits		$	13,685			$	13,685			$	—			$	—
Money market funds		$	2			$	2			$	—			$	—
Commercial paper		$	30,808			$	30,808			$	—			$	—

The following table presents the financial assets and liabilities measured at fair value on a recurring basis as of January 2, 2011 (in thousands):

 

		Total January 2,  2011				Level 1				Level 2				Level 3
Assets:
Cash deposits		$	5,303			$	5,303			$	—			$	—
Money market funds		$	17,789			$	17,789			$	—			$	—
Derivatives		$	12			$	12			$	—			$	—

Cash and cash equivalents include cash held at FDIC-insured financial institutions and money market funds. The fair value of cash equivalents is determined using quoted market prices in active markets for identical assets, thus they are considered to be Level 1 instruments.

 

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We also hold positions in a commercial paper product with a highly rated financial institution that are redeemable on demand and earn a stated interest rate. Because the funds are redeemable on demand, our carrying value approximates fair value. Our commercial paper is considered to be Level 1 instruments and are included in cash and cash equivalents in our consolidated balance sheets.

Derivative assets and liabilities consist of commodity futures contracts. Where applicable, the Company uses quoted prices in an active market for identical derivative assets and liabilities that are traded in exchanges. These derivative assets and liabilities are included in Level 1.

 

6.	Inventories

Inventories consist of the following (in thousands):

 

		January 1, 2012				January 2, 2011
Coffee		$	15,923			$	18,880
Merchandise held for sale			4,498				4,015
Supplies			2,544				3,036
		$	22,965			$	25,931

At January 1, 2012, the Company had fixed price inventory purchase commitments, primarily for green coffee, aggregating approximately $69.7 million.

 

7.	Property and Equipment

Property and equipment consist of the following (in thousands):

 

		January 1, 2012				January 2, 2011
Leasehold improvements		$	88,591			$	87,463
Furniture, fixtures, and equipment			125,740				120,191
			214,331				207,654
Less accumulated depreciation and amortization			(177,366	)			(166,579	)
		$	36,965			$	41,075

Depreciation expense on furniture, fixtures and equipment and amortization expense on leasehold improvements totaled $13.4 million and $14.3 million for the years ended January 1, 2012 and January 2, 2011, respectively, of which $1.0 million, is included in cost of sales and related occupancy costs for both years and $1.0 million is included in general and administrative expense on the Company’s statements of operations for both years.

 

8.	Revolving Credit Facility

On October 14, 2011, the Company entered into a credit agreement with US Bank, National Association (the “Bank”). The credit agreement provides for a $25 million revolving line of credit, the proceeds of which may be used for general corporate purposes, including funding working capital, capital expenditures and other needs. The line of credit has a maturity date of October 31, 2016. This credit agreement replaces the Company’s agreement with Wells Fargo, N.A. that was cancelled on October 14, 2011 and under which there were no borrowings.

 

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The Company’s obligations under the line of credit are secured by substantially all of the assets of the Company and 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 credit agreement contains customary affirmative and negative covenants. The credit agreement also includes financial covenants that require the Company to maintain a specified leverage ratio and fixed charge coverage ratio. The Company was in compliance with all covenants as of January 1, 2012. The Company is liable for 0.25% commitment fee on any unused portion of the facility. During the years ended and as of January 1, 2012 and January 2, 2011, there were no borrowings outstanding.

Unamortized deferred financing fees capitalized on the Consolidated Balance Sheets totaled approximately $0.1 million as of January 1, 2012 and January 2, 2011. Amortization expense on deferred financing fees totaled $0.1 million and $0.3 million for the years ended January 1, 2012 and January 2, 2011, respectively.

 

9.	Equity and Stock Based Compensation

The Company maintains stock compensation plans which provide for the granting of non-qualified stock options and restricted stock 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. The Company’s share-based compensation expense for fiscal years 2011 and 2010 was $1.8 million and $1.3 million, respectively.

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. The Company reports excess tax benefits from the award of equity instruments as financing cash flows in the Consolidated Statements of Cash Flows 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 Company uses historical information to estimate the volatility of its share price and employee terminations in its 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. The Company did not issue any stock options during fiscal year 2011 or 2010.

At January 1, 2012, there was $0.2 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 0.69 years.

 

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Stock option activity during the years indicated is as follows (in thousands, except per share and life data):

 

Options Outstanding		Number of Shares				Weighted Average Exercise Price				Weighted Average Contract Life
Outstanding, January 3, 2010			1,696			$	4.27				7.54 Yrs
Exercised			(151	)		$	6.78
Forfeited			(79	)		$	8.79
Outstanding, January 2, 2011			1,466			$	3.77				6.88 Yrs
Exercised			(404	)		$	4.51
Forfeited			(26	)		$	5.18
Outstanding, January 1, 2012			1,036			$	3.45				6.10 Yrs
Options vested and expected to vest at January 1, 2012			1,036			$	3.45				6.10 Yrs
Options vested at January 1, 2012			769			$	3.87				5.91 Yrs

Options granted to employees are exercisable according to the terms of each agreement, usually four years. At January 1, 2012 and January 2, 2011, 0.8 million and 0.9 million options outstanding were exercisable with weighted average exercise prices of $3.87 and $4.61, respectively. At January 1, 2012 and January 2, 2011, 2.4 million shares of the Company’s common stock were reserved for issuance related to outstanding stock options and restricted stock awards. During the fiscal year ended January 1, 2012, the total intrinsic value of stock options exercised was $2.9 million and the gross amount of proceeds the Company received from the exercise of stock options was $1.8 million. During the fiscal year ended January 2, 2011, the total intrinsic value of stock options exercised was $0.5 million and the gross amount of proceeds the Company received from the exercise of stock options was $1.0 million. During the fiscal years ended January 1, 2012 and January 2, 2011, the total fair value of options vested was $0.4 million and $0.5 million, respectively.

The following table summarizes information about stock options outstanding at January 1, 2012 (in thousands, except per share and life data):

 

		Options Outstanding												Options Exercisable
Range of Exercise Prices		Number of Options Outstanding				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price				Number of Options Exercisable				Weighted Average Exercise Price
$1.60 — $4.08			816				6.62 years			$	2.09				549			$	2.03
$4.09 — $6.56			35				5.68 years			$	6.00				35			$	6.00
$6.57 — $9.04			112				3.97 years			$	7.66				112			$	7.66
$9.05 — $11.52			53				3.71 years			$	9.76				53			$	9.76
$11.53 — $14.00			20				3.76 years			$	14.00				20			$	14.00
Total			1,036				6.10 years			$	3.45				769			$	3.87

 

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Restricted stock activity during the year is as follows (in thousands, except per share and life data):

 

Non-Vested Shares Outstanding		Shares				Weighted Average Fair Value
Balance, January 3, 2010			300			$	5.83
Granted			215			$	7.07
Forfeited			(29	)		$	7.83
Vested			(81	)		$	5.39
Balance, January 2, 2011			405			$	6.43
Granted			310			$	9.14
Forfeited			(6	)		$	7.49
Vested			(159	)		$	6.19
Balance January 1, 2012			550			$	8.02

Restricted stock awards granted to employees vest according to the terms of each agreement, usually four years. At January 1, 2012, there was $3.3 million of unrecognized compensation cost related to non-vested restricted shares granted to employees. The cost is expected to be recognized over a weighted average period of 2.7 years. The total fair value of the shares vested during the year ended January 1, 2012 was $1.0 million.

 

10.	Leasing Arrangements and Commitments

The Company leases retail coffeehouses, roasting and distribution facilities and office space under operating leases expiring through March 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 (in thousands):

 

		Years Ended
		January 1, 2012				January 2, 2011
Minimum rentals		$	19,867			$	19,770
Contingent rentals			2,133				1,997
			22,000				21,767
Less sublease rentals			(348	)			(356	)
		$	21,652			$	21,410

Minimum future rental payments under these agreements as of January 1, 2012 are as follows (in thousands):

 

2012		$	20,441
2013			18,080
2014			15,259
2015			12,233
2016			7,981
Thereafter			13,136
		$	87,130

Total future minimum sublease rental income is $0.6 million.

 

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11.	Income Taxes

The (benefit) provision for income taxes consists of the following (in thousands):

 

		Years Ended
		January 1, 2012				January 2, 2011
Current taxes:
U.S. Federal		$	—			$	(585	)
State			37				509
Total current taxes			37				(76	)
Deferred taxes:
U.S. Federal			(17,899	)			—
State			(2,814	)			—
Total deferred taxes			(20,713	)			—
Total (benefit) provision for income taxes		$	(20,676	)		$	(76	)

A reconciliation of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company’s income tax (benefit) provision is as follows (in thousands):

 

		Years Ended
		January 1, 2012				January 2, 2011
Tax at U.S. Federal statutory rate		$	5,092			$	3,170
Tax at blended State statutory rate net of federal benefit			786				662
Permanent differences			97				41
Changes in valuation allowance			(27,058	)			(3,222	)
Decrease to reserve for tax contingencies			—				(154	)
Change in deferred tax rate			949				—
Deferred tax adjustment			(229	)			(537	)
Other, net			(313	)			(36	)
		$	(20,676	)		$	(76	)

Federal tax operating loss carryforwards totaled $9.6 million at January 1, 2012. The federal operating loss carryforwards will begin to expire in 2027, if not utilized. Additional equity offerings or certain changes in control in future years may further limit the Company’s ability to utilize carryforwards. The Company also has various state NOL carryforwards available to offset future state taxable income. These state NOL carryforwards typically will have the same expirations as our federal tax NOL carryforwards. Of the Company’s $9.6 million Federal NOL, $1.0 million will be recorded as additional paid-in capital when realized as these NOLs are related to the exercise of non-qualified stock options and restricted stock grants. There was not a material similar tax benefit and deduction for the year ended January 2, 2011. As of January 2, 2011, a valuation allowance was recorded against our deferred tax assets as we determined the realization of these assets did not meet the more likely than not criteria. During 2011, the Company determined that a full valuation allowance against our deferred tax assets was not necessary and recorded a reversal of the deferred tax valuation allowance. Management considered the available positive and negative evidence, including our recent earnings history and expected continued future taxable income including the following discrete events: (1) the Company’s attainment of three years of cumulative income and (2) the finalization of management’s current year and long range financial plan which projects sufficient future taxable income.

 

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Deferred income taxes reflect the 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 Company’s deferred income tax assets (liabilities) are as follows (in thousands):

 

		January 1, 2012				January 2, 2011
Depreciation		$	10,960			$	14,351
Deferred rent on leases			1,071				(43	)
Net operating loss carryforwards			2,789				7,617
Accrued expenses			2,319				2,292
Deferred revenue			2,009				2,106
Other			1,565				735
Gross deferred income tax assets			20,713				27,058
Less deferred income tax asset valuation allowance			—				(27,058	)
Net deferred income tax assets		$	20,713			$	—

At January 1, 2012, the Company had no unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits as of January 1, 2012 and January 2, 2011 was as follows (in thousands):

 

		Year Ended
		January 1, 2012				January 2, 2011
Beginning balance		$	—			$	2,861
Current year positions			—				—
Settlements with taxing authorities			—				(2,593	)
Expiration of statute of limitations			—				(268	)
Ending balance		$	—			$	—

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

Tax years 1996 through 2008 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 closes on tax years utilizing the net operating loss carryforward. Generally, the statute of limitations will close on tax years utilizing the net operating loss carryforwards three years subsequent to the filing of the tax return utilizing the net operating losses. We expect our net operating tax loss generating years of 1996 through 2008 to close for tax assessment purposes in 2013 through 2016. For state purposes, the statute of limitations remains open in a similar manner. If sufficient income is earned in 2012, the 2008 tax year will close in 2016.

 

12.	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 $0.2 million for the year ended January 1, 2012 and $0.1 million for the year ended January 2, 2011.

 

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13.	Master Franchise Agreement

In November 2004, the Company entered into a Master Franchise Agreement with a franchisee. The agreement, as amended, provides the franchisee the right to develop, subfranchise or operate 350 Caribou Coffee coffeehouses in 12 Middle Eastern countries. The Agreement expires in November 2021 and provides for certain renewal options.

In connection with the agreement, the franchisee paid the Company a nonrefundable deposit aggregating $3.3 million. In addition to the deposit, the franchisee is obligated to pay the Company $20 thousand per franchised/subfranchised coffeehouse (initial franchise fee) opened for the first 100 Caribou Coffee branded coffeehouses and $15 thousand for each additional franchised/subfranchised coffeehouse opened (after the first 100). The agreement provides for $5 thousand 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 $1.7 million and $1.9 million of the deposit related to this agreement in long term liabilities as deferred revenue and $0.3 million in current liabilities as deferred revenue as of January 1, 2012 and January 2, 2011. 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. 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 January 1, 2012, there were 85 coffeehouses operating under this agreement.

The Company deferred certain costs in connection with the Master Franchise Agreement of which $0.1 million was included in other assets at January 1, 2012 and January 2, 2011, respectively. These costs include the direct 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.

 

14.	Net Income Per Share

Basic and diluted net income attributable to Caribou Coffee Company, Inc. common shareholders per share for years ended January 1, 2012 and January 2, 2011, were as follows (in thousands, except per share data):

 

		January 1, 2012				January 2, 2011
Net income attributable to Caribou Coffee Company, Inc.		$	35,223			$	9,400
Weighted average common shares outstanding — basic			20,129				19,639
Dilutive impact of stock-based compensation			674				1,002
Weighted average common shares outstanding — dilutive			20,803				20,641
Basic net income per share		$	1.75			$	0.48
Diluted net income per share		$	1.69			$	0.46

For fiscal 2010, 0.2 million stock options were excluded from the calculation of shares applicable to diluted net income per share because their inclusion would have been anti-dilutive. There were no shares excluded from the calculation for fiscal 2011.

 

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15.	Commitments and Contingencies

From time to time, the Company becomes involved in certain legal proceedings in the ordinary course of business. The Company does not believe that any legal proceedings to which it is currently a party will have a material adverse effect on its financial position or results of operations.

 

16.	Segment Reporting

Segment information is prepared on the same basis that the Company’s 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 Coffeehouses

The Company’s retail segment represented 74.2% and 81.7% of total net sales for fiscal years 2011 and 2010, respectively. The retail segment operated 412 company-operated coffeehouses located in 16 states and the District of Columbia as of January 1, 2012. The coffeehouses offer customers high-quality premium coffee and espresso-based beverages, food, and also offer specialty teas, whole bean coffee, branded merchandise and related products.

 

		January 1, 2012				January 2, 2011
Company-owned coffeehouses open at the beginning of period			410				413
New company-owned coffeehouses opened during the period			8				0
Company-owned coffeehouses closed during the period			6				3
Company-owned coffeehouses open at the end of the period			412				410

Commercial

The Company’s commercial segment represented 21.9% and 14.8% of total net sales for fiscal years 2011 and 2010, respectively. The commercial segment sells high-quality premium whole bean and ground coffee to grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and on-line customers. In addition, the Company sells blended coffees and licenses its brand to Keurig for sale and use in their K-Cup single serve line of business.

Franchise

The Company’s franchise segment represented 3.9% and 3.5% of total net sales for fiscal years 2011 and 2010, respectively. The franchise segment sells franchises to operate Caribou Coffee branded coffeehouses to domestic and international franchisees. As of January 1, 2012, there were 169 franchised coffeehouses in U.S. and international markets.

 

		January 1, 2012				January 2, 2011
Franchised coffeehouses open at the beginning of period			131				121
New franchised coffeehouses opened during the period			45				20
Franchised coffeehouses closed during the period			7				10
Franchised coffeehouses open at the end of the period			169				131

 

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The tables below presents information by operating segment for the fiscal years noted (in thousands):

Fiscal 2011

 

		Retail				Commercial				Franchise				Unallocated Corporate				Total
Net sales		$	242,293			$	71,506			$	12,705			$	—			$	326,504
Costs of sales and related occupancy costs			103,636				51,764				7,267				—				162,667
Operating expenses			99,336				5,308				1,349				—				105,993
Depreciation and amortization			10,861				549				15				—				11,425
General and administrative expenses			8,987				—				—				22,239				31,226
Operating income (loss)		$	19,473			$	13,885			$	4,074			$	(22,239	)		$	15,193
Identifiable assets		$	28,474			$	456			$	35			$	8,000			$	36,965
Net capital expenditures		$	6,425			$	285			$	—			$	2,643			$	9,353

Fiscal 2010

 

		Retail				Commercial				Franchise				Unallocated Corporate				Total
Net sales		$	232,108			$	42,007			$	9,882			$	—			$	283,997
Costs of sales and related occupancy costs			96,634				28,768				5,692				—				131,094
Operating expenses			95,343				4,602				1,224				—				101,169
Depreciation and amortization			12,199				70				15				—				12,284
General and administrative expenses			8,380				—				—				20,963				29,343
Operating income (loss)		$	19,552			$	8,567			$	2,951			$	(20,963	)		$	10,107
Identifiable assets		$	30,798			$	730			$	49			$	9,498			$	41,075
Net capital expenditures		$	6,388			$	675			$	56			$	1,214			$	8,333

All of the Company’s assets are located in the United States and less than 2% of the Company’s consolidated sales come from outside the United States. The Company had one customer that accounted for 13.2% and 6.3% of total company sales in 2011 and 2010, respectively.

 

17.	Selected Quarterly Financial Data (Unaudited) (in thousands except per share data)

 

		Fiscal Quarters
Year Ended January 1, 2012		First				Second				Third				Fourth
Net sales		$	72,275			$	80,270			$	81,439			$	92,520
Cost of sales and related occupancy costs			33,236				37,923				41,941				49,567
Operating income			2,895				4,626				2,775				4,897
Net income attributable to Caribou Coffee Company, Inc.			24,071				4,425				1,787				4,940
Net income attributable to Caribou Coffee Company, Inc. per share
Basic			1.21				0.22				0.09				0.24
Diluted			1.17				0.21				0.09				0.24

 

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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

		Fiscal Quarters
Year Ended January 2, 2011		First				Second				Third				Fourth
Net sales		$	67,051			$	68,885			$	70,173			$	77,888
Cost of sales and related occupancy costs			31,399				30,551				32,701				36,443
Operating income			1,036				2,606				1,822				4,643
Net income attributable to Caribou Coffee Company, Inc			1,038				2,421				1,607				4,334
Net income attributable to Caribou Coffee Company, Inc. per share
Basic			0.05				0.12				0.08				0.22
Diluted			0.05				0.12				0.08				0.21

 

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CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

Schedule II — Valuation and Qualifying Accounts and Reserves

 

Years Ended:		Balance at Beginning  of Year				Additions Charged to Expense				Deductions  from Reserves				Balance at End of Year
						In thousands
January 1, 2012
Allowance for doubtful accounts — accounts receivable		$	20			$	39			$	—			$	59
Allowance for doubtful accounts — other receivables		$	192			$	60			$	246	(1)		$	6
Deferred income tax asset valuation allowance		$	27,058			$	—			$	27,058			$	—
January 2, 2011
Allowance for doubtful accounts — accounts receivable		$	3			$	37			$	20	(1)		$	20
Allowance for doubtful accounts — other receivables		$	128			$	114			$	50	(1)		$	192
Deferred income tax asset valuation allowance		$	30,280			$	—			$	3,222			$	27,058

 

(1)	Deductions represent the write-off of accounts deemed uncollectible.

 

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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 in Part II, Item 8 of this annual report on Form 10-K/A:

 

Report of Independent Registered Public Accounting Firm			5
Consolidated Balance Sheets as of January 1, 2012 and January 2, 2011			7
Consolidated Statements of Operations for the Years Ended January 1, 2012 and January 2, 2011			8
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended January  1, 2012 and January 2, 2011			9
Consolidated Statements of Cash Flows for the Years Ended January 1, 2012 and January 2, 2011			10
Notes to Consolidated Financial Statements			11
(a)(2) Index to Financial Statement Schedules.
Schedule II — Valuation and Qualifying Accounts and Reserves			27

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				—		Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to our Annual Report on Form 10-K filed March 25, 2011 (File No. 000-51535)).
3.2				—		Amended and Restated Bylaws of the Registrant (incorporated by reference to our Annual Report on Form 10-K filed March 25, 2011 (File No. 000-51535)).
4.1				—		See exhibits 3.1 and 3.2.
4.2				—		Specimen Common Stock Certificate of the Registrant (incorporated by reference to our Registration Statement on Form S-1/A filed September 6, 2005 (File No. 333-126691)).
10.1*				—		2001 Stock Option Plan (incorporated by reference to our Registration Statement on Form S-1 filed July 19, 2005 (File No. 333-126691)).
10.2*				—		Amendment No. 1 to the 2001 Stock Option Plan (incorporated by reference our Registration Statement on Form S-1 filed July 19, 2005 (File No. 333-126691)).
10.3*				—		Form of Stock Option Grant and Agreement under 2001 Stock Option Plan (incorporated by reference to our Registration Statement on Form S-1 filed July 19, 2005 (File No. 333-126691)).
10.4*				—		Amended and Restated 2005 Equity Incentive Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed March 29, 2011 (File No. 333-126691)).
10.5*				—		Form of Stock Option Grant and Agreement under Amended and Restated 2005 Equity Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed March 25, 2011 (File No. 000-51535)).
10.6*				—		Form of Restricted Stock Award and Agreement under Amended and Restated 2005 Equity Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed March 25, 2011 (File No. 000-51535)).

 

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Exhibit Number				Description of Exhibits
10.7*		—		Form of Directors and Officers Indemnification Agreement (incorporated by reference to our Annual Report on Form 10-K for the year ended January 1, 2006 (File No. 000-51535)).
10.8		—		Master Franchise Agreement between the Registrant and Al-Sayer Enterprises (incorporated by reference to our Registration Statement on Form S-1/A filed September 14, 2005 (File No. 333-126691)).
10.9		—		Commercial Lease between the Registrant and Twin Lakes III LLC, dated September 5, 2003 (incorporated by reference to our Registration Statement on Form S-1/A filed August 25, 2005 (File No. 333-126691)).
10.10*		—		Employment Agreement with Michael J. Tattersfield, dated August 1, 2008 (incorporated by reference to our Current Report on Form 8-K filed August 4, 2008 (File No. 000-51535)).
10.11*		—		Employment Agreement with Timothy J. Hennessy, dated September 9, 2008 (incorporated by reference to our Current Report on Form 8-K filed September 9, 2008 (File No. 000-51535)).
10.12		—		Second Amendment to Master License Agreement between Registrant and Arabian Coffee FZCO, dated June 24, 2011 (incorporated by reference to our Quarterly Report on Form 10-Q filed August 4, 2011 (File No. 000-51535)).
10.13		—		Credit Agreement, dated as of October 14, 2011, by and among U.S. Bank National Association, Arabica Funding, Inc. and Caribou Coffee Company, Inc. (incorporated by reference to our Current Report on Form 8-K filed October 20, 2011 (File No. 000-51535)).
21		—		List of Subsidiaries.**
23		—		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.
101		—		The following financial statements from the Company’s 10-K for the fiscal year ended January 1, 2012, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Shareholders’ Equity (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.**

 

*	Indicates management contracts and compensatory plans and arrangements required to be filed pursuant to Item 15(b) of this annual report.

**	Previously filed.

 

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(b) Exhibits.

See Item 15(a)(3).

(c) Financial Statement Schedules.

See Item 15(a)(2).

 

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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.

 

April 16, 2012

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/     MICHAEL TATTERSFIELD Michael Tattersfield		President and Chief Executive Officer (principal executive officer)		April 16, 2012
/s/     TIMOTHY J. HENNESSEY Timothy J. Hennessey		Chief Financial Officer (principal financial officer)		April 16, 2012
/s/     NATHAN G. HJELSETH Nathan G. Hjelseth		Controller (principal accounting officer)		April 16, 2012
/s/     GARY A. GRAVES Gary A. Graves		Non-Executive Chairman of the Board of Directors		April 16, 2012
/s/     CHARLES H. OGBURN Charles H. Ogburn		Director		April 16, 2012
/s/     SARAH PALISI CHAPIN Sarah Palisi Chapin		Director		April 16, 2012
/s/     KIP R. CAFFEY Kip R. Caffey		Director		April 16, 2012
/s/     WALLACE B. DOOLIN Wallace B. Doolin		Director		April 16, 2012
/s/     PHILIP SANFORD Philip Sanford		Director		April 16, 2012

 

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