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EXCEL - IDEA: XBRL DOCUMENT - KRISPY KREME DOUGHNUTS INCFinancial_Report.xls
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) - KRISPY KREME DOUGHNUTS INCexhibit31-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) - KRISPY KREME DOUGHNUTS INCexhibit31-2.htm
EX-10.2 - INCENTIVE STOCK OPTION AGREEMENT, DATED JUNE 2, 2014 - KRISPY KREME DOUGHNUTS INCexhibit10-2.htm
EX-32.1 - CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - KRISPY KREME DOUGHNUTS INCexhibit32-1.htm
EX-32.2 - CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - KRISPY KREME DOUGHNUTS INCexhibit32-2.htm
EX-10.3 - RESTRICTED STOCK UNIT AGREEMENT, DATED JUNE 2, 2014 - KRISPY KREME DOUGHNUTS INCexhibit10-3.htm



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

Form 10-Q
(Mark one)
        þ         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 3, 2014
  OR
o   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 001-16485
KRISPY KREME DOUGHNUTS, INC.
(Exact name of registrant as specified in its charter)

North Carolina 56-2169715
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
370 Knollwood Street 27103
Winston-Salem, North Carolina (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(336) 725-2981

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 o

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 o

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   þ Accelerated filer   o
Non-accelerated filer   o Smaller reporting company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Number of shares of Common Stock, no par value, outstanding as of August 29, 2014: 64,410,374.

1



TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTS 3
 
PART I - FINANCIAL INFORMATION 4
 
Item 1. FINANCIAL STATEMENTS (UNAUDITED) 4
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS 25
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 57
Item 4. CONTROLS AND PROCEDURES 57
 
PART II - OTHER INFORMATION 58
 
Item 1. LEGAL PROCEEDINGS 58
Item 1A.       RISK FACTORS 58
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 58
Item 3. DEFAULTS UPON SENIOR SECURITIES 58
Item 4. MINE SAFETY DISCLOSURES 58
Item 5. OTHER INFORMATION 59
Item 6. EXHIBITS 59
 
SIGNATURES 60
 
EXHIBIT INDEX 61

2



As used herein, unless the context otherwise requires, “Krispy Kreme,” the “Company,” “we,” “us” and “our” refer to Krispy Kreme Doughnuts, Inc. and its subsidiaries. References to fiscal 2015 and fiscal 2014 mean the fiscal years ending February 1, 2015 and February 2, 2014, respectively.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that relate to our plans, objectives, estimates and goals. Statements expressing expectations regarding our future and projections relating to products, sales, revenues, expenditures, costs and earnings are typical of such statements, and are made under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs, assumptions and expectations of our future economic performance, considering the information currently available to management. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. The words “believe,” “may,” “forecast,” “could,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “strive” or similar words, or the negative of these words, identify forward-looking statements. Factors that could contribute to these differences include, but are not limited to:

  • the quality of Company and franchise store operations;
     
  • our ability, and our dependence on the ability of our franchisees, to execute on our and their business plans;
     
  • our relationships with our franchisees;
     
  • our ability to implement our domestic and international growth strategies;
     
  • our ability to implement our domestic small shop operating model;
     
  • political, economic, currency and other risks associated with our international operations;
     
  • the price and availability of raw materials needed to produce doughnut mixes and other ingredients, and the price of motor fuel;
     
  • our relationships with wholesale customers;
     
  • our ability to protect our trademarks and trade secrets;
     
  • changes in customer preferences and perceptions;
     
  • risks associated with competition;
     
  • risks related to the food service industry, including food safety and protection of personal information;
     
  • compliance with government regulations relating to food products and franchising;
     
  • increased costs or other effects of new government regulations relating to healthcare benefits;
     
  • risks associated with the use and implementation of information technology; and
     
  • other factors discussed in Krispy Kreme’s periodic reports and other information filed with the United States Securities and Exchange Commission (the “SEC”), including under Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2014 (the “2014 Form 10-K”).

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

We caution you that any forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from the facts, results, performance or achievements we have anticipated in such forward-looking statements except as required by the federal securities laws.

3



PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED).

Page
Index to Financial Statements  
Consolidated statement of income for the three and six months ended August 3, 2014 and August 4, 2013 5
Consolidated statement of comprehensive income for the three and six months ended August 3, 2014 and August 4, 2013 6
Consolidated balance sheet as of August 3, 2014 and February 2, 2014 7
Consolidated statement of cash flows for the six months ended August 3, 2014 and August 4, 2013 8
Consolidated statement of changes in shareholders’ equity for the six months ended August 3, 2014 and August 4, 2013 9
Notes to financial statements 10

4



KRISPY KREME DOUGHNUTS, INC.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)

Three Months Ended Six Months Ended
August 3, August 4, August 3, August 4,
2014       2013       2014       2013
(In thousands, except per share amounts)
Revenues $      120,516 $      112,729 $      242,096 $      233,354
Operating expenses:  
       Direct operating expenses (exclusive of depreciation and
              amortization expense shown below) 101,084 93,806 196,256 190,364
       General and administrative expenses 6,737 5,655 13,784 11,710
       Depreciation and amortization expense 3,033 2,664 6,206 5,484
       Impairment charges and lease termination costs 38 4 46 12
Operating income 9,624 10,600 25,804 25,784
Interest income 64 70 235 131
Interest expense (162 ) (354 ) (305 ) (791 )
Loss on retirement of debt - (967 ) - (967 )
Equity in losses of equity method franchisees (61 ) (60 ) (118 ) (113 )
Other non-operating income and (expense), net 152 (1 ) 320 (6 )
Income before income taxes 9,617 9,288 25,936 24,038
Provision for income taxes 3,865 4,571 10,528 11,322
Net income $ 5,752 $ 4,717 $ 15,408 $ 12,716
 
Earnings per common share:  
       Basic $ 0.09   $ 0.07 $ 0.23   $ 0.19
       Diluted $ 0.08 $ 0.07 $ 0.22 $ 0.18

The accompanying notes are an integral part of the financial statements.

5



KRISPY KREME DOUGHNUTS, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)

Three Months Ended Six Months Ended
August 3, August 4, August 3, August 4,
2014       2013       2014       2013
(In thousands)
Net income $      5,752 $      4,717 $      15,408 $      12,716
Other comprehensive income:    
       Unrealized gain on cash flow hedge - 26 - 36
              Less income taxes - (10 ) - (14 )
  - 16 - 22
       Loss on cash flow hedge reclassified to net income, previously  
              charged to other comprehensive income - 516 - 516
              Less income taxes - (200 ) - (200 )
  - 316 - 316
Total other comprehensive income   - 332 - 338
Comprehensive income $ 5,752 $ 5,049 $ 15,408 $ 13,054

The accompanying notes are an integral part of the financial statements.

6



KRISPY KREME DOUGHNUTS, INC.

CONSOLIDATED BALANCE SHEET
(Unaudited)

August 3, February 2,
2014       2014
(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $     35,680 $     55,748
Receivables 28,391 25,268
Receivables from equity method franchisees 739 675
Inventories 16,954 16,750
Deferred income taxes 23,774 23,847
Other current assets 7,736 5,199
       Total current assets 113,274 127,487
Property and equipment 103,780   92,823
Investments in equity method franchisees - -
Goodwill and other intangible assets 30,432 24,097
Deferred income taxes 74,146 83,461
Other assets 11,192 10,678
       Total assets $ 332,824 $ 338,546
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of lease obligations $ 328 $ 344
Accounts payable 16,049 16,788
Accrued liabilities 28,671 29,276
       Total current liabilities 45,048 46,408
Lease obligations, less current portion 5,263 1,659
Other long-term obligations and deferred credits 25,923 25,386
 
Commitments and contingencies
 
SHAREHOLDERS’ EQUITY:
Preferred stock, no par value; 10,000 shares authorized; none issued and outstanding - -
Common stock, no par value; 300,000 shares authorized; 64,384 shares and 64,940 shares
       outstanding, respectively 314,224 338,135
Accumulated other comprehensive income - -
Accumulated deficit (57,634 ) (73,042 )
       Total shareholders’ equity 256,590 265,093
              Total liabilities and shareholders’ equity $ 332,824 $ 338,546

The accompanying notes are an integral part of the financial statements.

7



KRISPY KREME DOUGHNUTS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

Six Months Ended
August 3, August 4,
2014       2013
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $      15,408 $      12,716
Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization expense 6,206 5,484
       Deferred income taxes 9,388 10,050
       Accrued rent expense 324   411
       Loss on retirement of debt - 967
       (Gain) loss on disposal of property and equipment 99 (62 )
       (Gain) on refranchising - (876 )
       Share-based compensation 2,207 1,867
       Provision for doubtful accounts 174 (63 )
       Amortization of deferred financing costs 54 231
       Equity in losses of equity method franchisees 118 113
       Unrealized losses on agricultural derivative positions 121 150
       Other 6 52
              Cash provided by operations 34,105 31,040
Change in assets and liabilities:
       Receivables (4,197 ) (464 )
       Inventories (80 ) (2,889 )
       Other current and non-current assets (2,259 ) 918
       Accounts payable and accrued liabilities 229 (2,378 )
       Other long-term obligations and deferred credits (111 ) 1,241
              Net cash provided by operating activities 27,687 27,468
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (13,063 ) (12,362 )
Proceeds from disposals of property and equipment 196 623
Proceeds from refranchising - 681
Business acquisition, net of cash acquired (7,152 ) -
Other investing activities 427 433
              Net cash used for investing activities (19,592 ) (10,625 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt and lease obligations (200 ) (24,455 )
Deferred financing costs - (87 )
Proceeds from exercise of stock options 6,655 1,686
Repurchase of common shares (34,618 ) -
              Net cash used for financing activities (28,163 ) (22,856 )
Net decrease in cash and cash equivalents (20,068 ) (6,013 )
Cash and cash equivalents at beginning of period 55,748 66,332
Cash and cash equivalents at end of period $ 35,680 $ 60,319
Supplemental schedule of non-cash investing and financing activities:
              Assets acquired under leasing arrangements $ 3,781 $ 44

The accompanying notes are an integral part of the financial statements.

8



KRISPY KREME DOUGHNUTS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)

Accumulated
Common Other
Shares Common Comprehensive Accumulated
Outstanding       Stock       Income (Loss)       Deficit       Total
(In thousands)
Balance at February 2, 2014        64,940 $      338,135 $             - $      (73,042 ) $      265,093  
Comprehensive income for the six months
       ended August 3, 2014 - - - 15,408 15,408
Exercise of stock options 1,245 6,655 - - 6,655
Share-based compensation 60 2,207 - - 2,207
Repurchase of common shares (1,861 ) (32,773 ) - - (32,773 )
Balance at August 3, 2014 64,384 $ 314,224 $ - $ (57,634 ) $ 256,590
 
Balance at February 3, 2013 65,356 $ 354,068   $ (338 ) $ (107,298 ) $ 246,432
Comprehensive income for the six months
       ended August 4, 2013 - - 338 12,716 13,054
Exercise of stock options 401 1,686 - - 1,686
Share-based compensation 17 1,867 - - 1,867
Balance at August 4, 2013 65,774 $ 357,621 $ - $ (94,582 ) $ 263,039

The accompanying notes are an integral part of the financial statements.

9



KRISPY KREME DOUGHNUTS, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited
)

Note 1 — Accounting Policies

Krispy Kreme Doughnuts, Inc. (“KKDI”) and its subsidiaries (collectively, the “Company”) are engaged in the sale of doughnuts and complementary products through Company-owned stores. The Company also licenses the Krispy Kreme business model and certain of its intellectual property to franchisees in the United States and over 20 other countries around the world, and derives revenue from franchise and development fees and royalties from those franchisees. Additionally, the Company sells doughnut mixes, other ingredients and supplies and doughnut-making equipment to franchisees.

Significant Accounting Policies

BASIS OF PRESENTATION. The consolidated financial statements contained herein should be read in conjunction with the Company’s 2014 Form 10-K. The accompanying interim consolidated financial statements are presented in accordance with the requirements of Article 10 of Regulation S-X and, accordingly, do not include all the disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) with respect to annual financial statements. The interim consolidated financial statements have been prepared in accordance with the Company’s accounting practices described in the 2014 Form 10-K, but have not been audited. In management’s opinion, the financial statements include all adjustments, which consist only of normal recurring adjustments, necessary for a fair statement of the Company’s results of operations for the periods presented. The consolidated balance sheet data as of February 2, 2014 were derived from the Company’s audited financial statements but do not include all disclosures required by GAAP.

BASIS OF CONSOLIDATION. The financial statements include the accounts of KKDI and its subsidiaries.

Investments in entities over which the Company has the ability to exercise significant influence but which the Company does not control, and whose financial statements are not otherwise required to be consolidated, are accounted for using the equity method.

EARNINGS PER SHARE. The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share reflects the additional common shares that would have been outstanding if dilutive potential common shares had been issued, computed using the treasury stock method. Such potential common shares consist of shares issuable upon the exercise of stock options and the vesting of currently unvested restricted stock units.

The following table sets forth amounts used in the computation of basic and diluted earnings per share:

Three Months Ended Six Months Ended
August 3, August 4, August 3, August 4,
      2014       2013       2014       2013
(In thousands)
Numerator: net income $      5,752 $      4,717 $      15,408 $      12,716
Denominator:
       Basic earnings per share - weighted average shares outstanding 66,008 67,267 66,265 67,139
       Effect of dilutive securities:
              Stock options 2,097 2,920 2,352 2,835
              Restricted stock units 620 902 619 859
       Diluted earnings per share - weighted average shares
              outstanding plus dilutive potential common shares 68,725 71,089 69,236 70,833

The sum of the quarterly earnings per share amounts does not necessarily equal earnings per share for the year to date.

Stock options with respect to 295,000 and 277,000 shares for the three months ended August 3, 2014 and August 4, 2013, respectively, and 110,000 unvested restricted stock units for the three months ended August 3, 2014, have been excluded from the computation of the number of shares used to compute diluted earnings per share because their inclusion would be antidilutive.

10



Stock options with respect to 234,000 and 447,000 shares for the six months ended August 3, 2014 and August 4, 2013, respectively, and 55,000 unvested restricted stock units for the six months ended August 3, 2014, have been excluded from the computation of the number of shares used to compute diluted earnings per share because their inclusion would be antidilutive.

COMPREHENSIVE INCOME. Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments and mark-to-market adjustments on derivative contracts accounted for as cash flow hedges (which are not reflected in net income) be presented as components of comprehensive income. The cumulative amounts recognized by the Company under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive income, a component of shareholders’ equity.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (the “FASB”) issued an update to its accounting guidance related to share-based compensation. The guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition, and therefore shall not be reflected in determining the fair value of the award at the grant date. The guidance will be effective for annual and interim periods beginning after December 15, 2015 and is not expected to have any effect on the Company’s consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company will evaluate the effects, if any, adoption of this guidance will have on the Company’s consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The guidance is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. Adoption of this guidance could have an effect on the Company’s presentation and disclosure of a future disposal compared to current GAAP.

Note 2 — Segment Information

The Company’s operating and reportable segments are Company Stores, Domestic Franchise, International Franchise and KK Supply Chain. The Company Stores segment is comprised of the stores operated by the Company. These stores sell doughnuts and complementary products through both on-premises and wholesale sales channels, although some stores serve only one of these distribution channels. The Domestic Franchise and International Franchise segments consist of the Company’s franchise operations. Under the terms of franchise agreements, domestic and international franchisees pay royalties and fees to the Company in return for the use of the Krispy Kreme name and ongoing brand and operational support. Expenses for these segments include costs to recruit new franchisees, to assist in store openings, to support franchisee operations and marketing efforts, as well as allocated corporate costs. The majority of the ingredients and materials used by Company stores are purchased from the KK Supply Chain segment, which supplies doughnut mixes, other ingredients and supplies and doughnut-making equipment to both Company and domestic franchisee-owned stores. Purchases from KK Supply Chain by franchise stores outside the United States consist principally of doughnut mixes.

All intercompany sales by the KK Supply Chain segment to the Company Stores segment are at prices intended to reflect an arms-length transfer price and are eliminated in consolidation. Operating income for the Company Stores segment does not include any profit earned by the KK Supply Chain segment on sales of doughnut mix and other items to the Company Stores segment; such profit is included in KK Supply Chain operating income.

11



The following table presents the results of operations of the Company’s operating and reportable segments for the three and six months ended August 3, 2014 and August 4, 2013. Segment operating income is consolidated operating income before general and administrative expenses, corporate depreciation and amortization, and impairment charges and lease termination costs.

Three Months Ended Six Months Ended
      August 3,       August 4,       August 3,       August 4,
2014 2013 2014 2013
(In thousands)
Revenues:
       Company Stores $      78,535 $      75,689 $      158,983 $      157,610
       Domestic Franchise 3,296 2,799 6,795 5,670
       International Franchise 7,534 6,057 14,115 12,502
       KK Supply Chain:  
              Total revenues 59,503 57,201 119,815 117,012
              Less – intersegment sales elimination (28,352 ) (29,017 ) (57,612 ) (59,440 )
                     External KK Supply Chain revenues 31,151 28,184 62,203 57,572
                            Total revenues $ 120,516 $ 112,729 $ 242,096 $ 233,354
 
Operating income:
       Company Stores $ 1,261 $ 1,790 $ 5,677 $ 7,104
       Domestic Franchise 1,900 1,526 4,056 2,965
       International Franchise 5,111 4,239 9,391 8,770
       KK Supply Chain 8,489 8,999 21,243 19,238
              Total segment operating income 16,761 16,554 40,367 38,077
       General and administrative expenses (6,737 ) (5,655 ) (13,784 ) (11,710 )
       Corporate depreciation and amortization expense (362 ) (295 ) (733 ) (571 )
       Impairment charges and lease termination costs (38 ) (4 ) (46 ) (12 )
              Consolidated operating income $ 9,624 $ 10,600 $ 25,804 $ 25,784
 
Depreciation and amortization expense:
       Company Stores $ 2,457 $ 2,174 $ 5,041 $ 4,528
       Domestic Franchise 49 22 95 36
       International Franchise 2 1 3 4
       KK Supply Chain 163 172 334 345
       Corporate 362 295 733 571
              Total depreciation and amortization expense $ 3,033 $ 2,664 $ 6,206 $ 5,484

Segment information for total assets and capital expenditures is not presented as such information is not used in measuring segment performance or allocating resources among segments.

Note 3 — Income Taxes

The Company recognizes deferred income tax assets and liabilities based upon management’s expectation of the future tax consequences of temporary differences between the income tax and financial reporting bases of assets and liabilities. Deferred tax liabilities generally represent tax expense recognized for which payment has been deferred, or expenses which have been deducted in the Company’s tax returns but which have not yet been recognized as an expense in the financial statements. Deferred tax assets generally represent tax deductions or credits that will be reflected in future tax returns for which the Company has already recorded a tax benefit in its consolidated financial statements.

The Company establishes valuation allowances for deferred income tax assets in accordance with GAAP, which provides that such valuation allowances shall be established unless realization of the income tax benefits is more likely than not.

The valuation allowance of $2.7 million at August 3, 2014 and February 2, 2014 represents the portion of the Company’s deferred tax assets management estimates will not be realized in the future. Such assets are associated principally with state net operating loss carryforwards related to states in which the scope of the Company’s operations has decreased, which adversely affects the Company’s ability to realize the net operating loss carryforwards because the Company has little income earned in or apportioned to those states.

In the second quarter of fiscal 2014, the North Carolina state legislature enacted a prospective reduction in the corporate income tax rate, which caused the Company to revalue its deferred income tax assets to reflect the lower income tax rate. Such revaluation reduced the Company’s deferred tax assets by approximately $1.0 million. Because a portion of the deferred tax assets were already subject to a valuation allowance, the revaluation of the assets resulted in a reduction in the necessary valuation allowance of $314,000. The effect of the legislation was therefore to reduce the Company’s net deferred tax assets by $686,000; such amount is included in income tax expense for the three and six months ended August 4, 2013.

12



The realization of deferred income tax assets is dependent on future events. While management believes its forecast of the amount of deferred tax assets expected to be realized is reasonable, actual results inevitably will vary from management’s forecasts. Such variances could result in adjustments to the valuation allowance on deferred tax assets in future periods, and such adjustments could be material to the financial statements.

Note 4 — Receivables

The components of receivables are as follows:

August 3, February 2,
      2014       2014
(In thousands)
Receivables:
       Wholesale customers $      10,781 $      9,919
       Unaffiliated franchisees 11,311 10,934
       Due from third-party distributors 3,859 3,262
       Other receivables 2,049 640
       Current portion of notes receivable 916 754
  28,916 25,509
       Less — allowance for doubtful accounts:
              Wholesale customers (186 ) (191 )
              Unaffiliated franchisees (339 ) (50 )
(525 ) (241 )
$ 28,391 $ 25,268
 
Receivables from equity method franchisees (Note 6):
       Trade $ 739 $ 675

The changes in the allowance for doubtful accounts are summarized as follows:

Six Months Ended
August 3, August 4,
      2014       2013
(In thousands)
Allowance for doubtful accounts related to receivables:
       Balance at beginning of period $      241 $      615
       Provision for doubtful accounts 260 (114 )
       Net recoveries (chargeoffs) 24 (54 )
       Balance at end of period $ 525 $ 447
 
Allowance for doubtful accounts related to receivables from equity method franchisees:
       Balance at beginning of period $ - $ -
       Provision for doubtful accounts (32 ) (32 )
       Net recoveries (chargeoffs) 32 32
       Balance at end of period $ - $ -

The Company also has notes receivable from franchisees included in “Other assets” in the accompanying consolidated balance sheet, which are summarized in the following table.

August 3, February 2,
      2014       2014
(In thousands)
Notes receivable:
       Notes receivable from franchisees $      4,300 $      3,980
       Less — portion due within one year included in receivables (916 ) (754 )
       Less — allowance for doubtful accounts - (54 )
$ 3,384 $ 3,172

13




Notes receivable at August 3, 2014 and February 2, 2014 consist principally of amounts payable to the Company related to a refranchising transaction, the sale of certain leasehold interests to a franchisee, and to sales of equipment.

The changes in the allowance for doubtful accounts related to notes receivable are summarized as follows:

Six Months Ended
August 3, August 4,
      2014       2013
(In thousands)
Balance at beginning of period $       54 $ 62
Provision for doubtful accounts (54 ) 83
Balance at end of period $ - $ 145

In addition to the foregoing notes receivable, the Company had promissory notes totaling approximately $1.9 million at August 3, 2014 and $2.9 million at February 2, 2014 representing principally royalties and fees due to the Company which, as a result of doubt about their collection, the Company has not yet recorded as revenues. The Company collected approximately $900,000 and $320,000 during the three months ended August 3, 2014 and August 4, 2013, respectively (approximately $900,000 and $360,000, during the six months ended August 3, 2014 and August 4, 2013, respectively) related to these promissory notes and recorded such collections in revenues as received.

Finally, the Company has a promissory note receivable from Krispy Kreme of South Florida, LLC (“KKSF”) totaling approximately $1.2 million and $1.5 million at August 3, 2014 and February 2, 2014, respectively, arising from the Company’s advance to KKSF of approximately $1.6 million in November 2013 to enable KKSF to retire certain indebtedness with respect to which KKSF had been in default since October 2009, payment of which was demanded by the lender in October 2013. The lender also made demand on the Company to perform under its guarantee of such indebtedness. The Company’s advance to KKSF was charged against a previously recorded liability for potential payments under the guarantee. Because of the uncertainty of recovery of amounts advanced to KKSF, the note receivable is not reflected as an asset in the accompanying consolidated balance sheet. The Company is recording payments on the note as they are received from KKSF, and reflecting such amounts as a component of other non-operating income. Such collections were approximately $150,000 and $320,000 the three and six months ended August 3, 2014, respectively.

Note 5 — Inventories

The components of inventories are as follows:

August 3, February 2,
      2014       2014
(In thousands)
Raw materials $      6,649 $      6,200
Work in progress 188 114
Finished goods and purchased merchandise 10,117 10,436
$ 16,954 $ 16,750

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Note 6 — Investments in Franchisees

As of August 3, 2014, the Company had an ownership interest in three franchisees, the net carrying value of which was zero. The Company’s financial exposures related to franchisees in which the Company has an investment are summarized in the tables below.

August 3, 2014
Company Investment
Ownership and Loan
      Percentage       Advances       Receivables       Guarantees
(Dollars in thousands)
Kremeworks, LLC 25.0 % $       900 $ 345 $ -
Kremeworks Canada, LP 24.5 % - 33 -
Krispy Kreme of South Florida, LLC 35.3 % - 361 -
900 739 $ -
Less: reserves and allowances (900 ) -
$ - $ 739

February 2, 2014
Company Investment
Ownership and Loan
      Percentage       Advances       Receivables       Guarantees
(Dollars in thousands)
Kremeworks, LLC 25.0 % $       900 $ 280 $ 140
Kremeworks Canada, LP 24.5 % - 19 -
Krispy Kreme of South Florida, LLC 35.3 % - 376 -
900 675 $ 140
Less: reserves and allowances (900 ) -
$ - $ 675

The Company has a 25% interest in Kremeworks, LLC (“Kremeworks”), and had guaranteed 20% of the outstanding principal balance of certain of Kremeworks’ bank indebtedness which was paid in full during the second quarter of fiscal 2015.

Note 7 — Credit Facilities and Lease Obligations

Lease obligations consist of the following:

August 3, February 2,
      2014       2014
(In thousands)
Capital lease obligations $      2,994 $      2,003
Financing obligations under build-to-suit transactions 2,597 -
5,591 2,003
Less: current portion (328 ) (344 )
$ 5,263 $ 1,659

Lease Obligations

The Company leases equipment and facilities under various leasing arrangements.

In certain leasing arrangements, the Company is involved in the construction of leased stores and is deemed the owner of the leased stores for accounting purposes during the construction period. The Company records the related assets and liabilities for construction costs incurred under these built-to-suit leasing arrangements during the construction period. Upon completion of the leased store, the Company considers whether the assets and liabilities qualify for derecognition under the sale-leaseback accounting guidance. These leasing arrangements do not qualify for sale-leaseback treatment and, accordingly, the Company records the transactions as financing obligations and allocates the lease payments between interest expense and amortization of the obligations and depreciates the assets over their estimated useful lives.

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At August 3, 2014, the Company had property and equipment and lease obligations related to build-to-suit leasing arrangements of approximately $2.6 million.

2013 Revolving Credit Facility

On July 12, 2013, the Company entered into a $40 million revolving secured credit facility (the “2013 Revolving Credit Facility”) which matures in July 2018. The 2013 Revolving Credit Facility is secured by a first lien on substantially all of the personal property assets of the Company and certain of its domestic subsidiaries. No borrowings were made on the 2013 Revolving Credit Facility on the closing date, and the Company repaid the $21.7 million remaining balance of the 2011 Term Loan and terminated the 2011 Secured Credit Facilities described below. The Company recorded a pretax charge of approximately $967,000 in the second quarter of fiscal 2014 to write off the unamortized deferred debt issuance costs related to the terminated facility and to reflect the termination of a related interest rate hedge.

Interest on borrowings under the 2013 Revolving Credit Facility is payable either at LIBOR or the Base Rate (which is the greatest of the prime rate, the Fed funds rate plus 0.50%, or the one-month LIBOR rate plus 1.00%), in each case plus the Applicable Percentage. The Applicable Percentage for LIBOR loans ranges from 1.25% to 2.15%, and for Base Rate loans ranges from 0.25% to 1.15%, in each case depending on the Company’s leverage ratio. As of August 3, 2014, the Applicable Margin was 1.25%.

The 2013 Revolving Credit Facility contains provisions which permit the Company to obtain letters of credit, issuance of which constitutes usage of the lending commitments and reduces the amount available for cash borrowings. At closing, $9.2 million of letters of credit were issued under the 2013 Revolving Credit Facility to replace letters of credit issued under the terminated credit facilities, all of which secure the Company’s reimbursement obligations to insurers under the Company’s self-insurance programs. At August 3, 2014, the Company had approximately $8.7 million of letters of credits outstanding.

The Company is required to pay a fee equal to the Applicable Percentage for LIBOR-based loans on the outstanding amount of letters of credit. There also is a fee on the unused portion of the 2013 Revolving Credit Facility lending commitment, ranging from 0.15% to 0.35%, depending on the Company’s leverage ratio.

The 2013 Revolving Credit Facility requires the Company to meet certain financial tests, including a maximum leverage ratio and a minimum fixed charge coverage ratio. The leverage ratio is required to be not greater than 2.25 to 1.0 and the fixed charge coverage ratio is required to be not less than 1.3 to 1.0.

As of August 3, 2014, the Company’s leverage ratio was 0.2 to 1.0 and the fixed charge coverage ratio was 3.5 to 1.0.

The leverage ratio is calculated by dividing total debt as of the end of each fiscal quarter by Consolidated EBITDA for the Reference Period (each consisting of the four most recent fiscal quarters). For this purpose, debt includes not only indebtedness reflected in the consolidated balance sheet, but also, among other things, the amount of undrawn letters of credit, the principal balance of indebtedness of third parties to the extent such indebtedness is guaranteed by the Company, and any amounts reasonably expected to be paid with respect to any other guaranty obligations. The fixed charge coverage ratio is calculated for each Reference Period by dividing (a) the sum of (i) Consolidated EBITDA, plus (ii) Cash Lease Payments, minus (iii) cash income taxes, minus (iv) unfinanced capital expenditures, minus (v) purchases, redemptions, retirements, and cash dividend payments or other distributions in respect of the Company’s common stock in excess of certain amounts, and minus (vi) the purchase price of all acquisitions of all or substantially all of the assets of any Krispy Kreme store or franchisee shops by (b) Consolidated Fixed Charges.

“Consolidated EBITDA” is a non-GAAP measure and is defined in the 2013 Revolving Credit Facility to mean, for each Reference Period, generally, consolidated net income or loss, exclusive of unrealized gains and losses on hedging instruments, gains or losses on asset dispositions, and provisions for payments on guarantee obligations, plus the sum of interest expense, income taxes, depreciation, rent expense and lease termination costs, and certain non-cash charges; and minus the sum of non-cash credits, interest income, Cash Lease Payments, and payments on guaranty obligations in excess of $1 million during the Reference Period or $3 million in the aggregate.

“Cash Lease Payments” means the sum of cash paid or required to be paid for obligations under operating leases for real property and equipment (net of sublease income), lease payments on closed stores (but excluding payments in settlement of future obligations under terminated operating leases), and cash payments in settlement of future obligations under terminated operating leases to the extent the aggregate amount of such payments exceeds $1.5 million during a Reference Period or $5.0 million in the aggregate.

“Consolidated Fixed Charges” means the sum of cash interest expense, Cash Lease Payments, and scheduled principal payments of indebtedness.

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The operation of the restrictive financial covenants described above may limit the amount the Company may borrow under the 2013 Revolving Credit Facility. The restrictive covenants did not limit the Company’s ability to borrow the full $31.3 million of unused credit under the 2013 Revolving Credit Agreement as of August 3, 2014.

The 2013 Revolving Credit Facility also contains covenants which, among other things, generally limit (with certain exceptions): liquidations, mergers, and consolidations; the incurrence of additional indebtedness (including guarantees); the incurrence of additional liens; the sale, assignment, lease, conveyance or transfer of assets; certain investments; dividends and stock redemptions or repurchases in excess of certain amounts; transactions with affiliates; engaging in materially different lines of business; certain sale-leaseback transactions; and other activities customarily restricted in such agreements. The 2013 Revolving Credit Facility also prohibits the transfer of cash or other assets to the Parent Company, whether by dividend, loan or otherwise, but provides for exceptions to enable the Parent Company to pay taxes, directors’ fees and operating expenses, as well as exceptions to permit dividends in respect of the Company’s common stock and stock redemptions and repurchases, to the extent permitted by the 2013 Revolving Credit Facility.

The 2013 Revolving Credit Facility also contains customary events of default including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other indebtedness in excess of $5 million, certain events of bankruptcy and insolvency, judgment defaults in excess of $5 million and the occurrence of a change of control.

Borrowings and issuances of letters of credit under the 2013 Revolving Credit Facility are subject to the satisfaction of usual and customary conditions, including the accuracy of representations and warranties and the absence of defaults.

2011 Secured Credit Facilities

On January 28, 2011, the Company entered into secured credit facilities (the “2011 Secured Credit Facilities”), consisting of a $25 million revolving credit line (the “2011 Revolver”) and a $35 million term loan (the “2011 Term Loan”), each of which were scheduled to mature in January 2016. The 2011 Secured Credit Facilities were secured by a first lien on substantially all of the assets of the Company and its domestic subsidiaries. On July 12, 2013, the 2011 Term Loan was paid in full and the 2011 Secured Credit Facilities were terminated.

Interest on borrowings under the 2011 Secured Credit Facilities was payable either at LIBOR or the Base Rate (which is the greatest of the prime rate, the Fed funds rate plus 0.50%, or the one-month LIBOR rate plus 1.00%), in each case plus the Applicable Percentage. The Applicable Percentage for LIBOR loans ranged from 2.25% to 3.00%, and for Base Rate loans ranged from 1.25% to 2.00%, in each case depending on the Company’s leverage ratio.

On March 3, 2011, the Company entered into an interest rate derivative contract having an aggregate notional principal amount of $17.5 million. The derivative contract entitled the Company to receive from the counterparty the excess, if any, of the three-month LIBOR rate over 3.00% for each of the calendar quarters in the period beginning April 2012 and ending December 2015. The Company accounted for this derivative contract as a cash flow hedge. The contract was terminated in July 2013 following the retirement in full of the 2011 Term Loan. In the second quarter of fiscal 2014, the $516,000 unrealized loss on the contract previously included in AOCI was reclassified to earnings in the consolidated statement of income because the hedged forecasted transaction (interest on the 2011 Term Loan) would not occur.

The 2011 Revolver contained provisions which permitted the Company to obtain letters of credit, issuance of which constituted usage of the lending commitments and reduced the amount available for cash borrowings.

The Company was required to pay a fee equal to the Applicable Percentage for LIBOR-based loans on the outstanding amount of letters of credit, as well as a fronting fee of 0.125% of the amount of such letter of credit. There also was a fee on the unused portion of the 2011 Revolver lending commitment ranging from 0.35% to 0.65%, depending on the Company’s leverage ratio.

Note 8 — Commitments and Contingencies

Except as disclosed below, the Company currently is not a party to any material legal proceedings.

Pending Litigation

K2 Asia Litigation

On April 7, 2009, a Cayman Islands corporation, K2 Asia Ventures, and its owners filed a lawsuit in Forsyth County, North Carolina Superior Court against the Company, its franchisee in the Philippines, and other persons associated with the franchisee. The suit alleges that the Company and the other defendants conspired to deprive the plaintiffs of claimed “exclusive rights” to negotiate franchise and development agreements with prospective franchisees in the Philippines, and seeks unspecified damages. The Company therefore does not know the amount or range of possible loss related to this matter. The Company believes that these allegations are false and intends to vigorously defend against the lawsuit. On July 26, 2013, the Superior Court dismissed the Philippines-based defendants for lack of personal jurisdiction. The plaintiffs appealed that decision and the Court of Appeals affirmed that decision on August 19, 2014.

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The Company does not believe it is probable that a loss has been incurred with respect to this matter, and accordingly no liability related to it has been reflected in the accompanying financial statements.

Other Legal Matters

The Company also is engaged in various legal proceedings arising in the normal course of business. The Company maintains insurance policies against certain kinds of such claims and suits, including insurance policies for workers’ compensation and personal injury, all of which are subject to deductibles. While the ultimate outcome of these matters could differ from management’s expectations, management currently does not believe their resolution will have a material adverse effect on the Company’s financial condition or results of operations.

Other Commitments and Contingencies

The Company’s primary bank had issued letters of credit on behalf of the Company totaling $8.7 million at August 3, 2014, substantially all of which secure the Company’s reimbursement obligations to insurers under the Company’s self-insurance arrangements.

Note 9 — Shareholders’ Equity

Share-Based Compensation for Employees and Directors

The Company measures and recognizes compensation expense for share-based payment (“SBP”) awards based on their fair values. The fair value of SBP awards for which employees and directors render the requisite service necessary for the award to vest is recognized over the related vesting period.

The aggregate cost of SBP awards charged to earnings for the three and six months ended August 3, 2014 and August 4, 2013 is set forth in the following table. The Company did not realize any excess tax benefits from the exercise of stock options or the vesting of restricted stock units during any of the periods.

Three Months Ended Six Months Ended
August 3, August 4, August 3, August 4,
      2014       2013       2014       2013
(In thousands)
Costs charged to earnings related to:
       Stock options $      226 $        218 $      561 $      435
       Restricted stock units 814 703 1,646 1,432
              Total costs $ 1,040 $ 921 $ 2,207 $ 1,867
 
Costs included in:
       Direct operating expenses $ 460 $ 471 $ 1,163 $ 967
       General and administrative expenses 580 450 1,044 900
              Total costs $ 1,040 $ 921 $ 2,207 $ 1,867

Repurchases of Common Stock

In fiscal 2014, the Company’s Board of Directors authorized the repurchase of up to $50 million of the Company's common stock and increased such authorization to $80 million in the first quarter of fiscal 2015. The authorization has no expiration date.

The Company generally permits holders of restricted stock unit awards to satisfy their obligations to reimburse the Company for the minimum required statutory withholding taxes arising from the vesting of such awards by surrendering vested common shares in lieu of reimbursing the Company in cash.

The following table summarizes repurchases of common stock for the three and six months ended August 3, 2014. The Company did not repurchase any shares of the Company’s common stock during the three and six months ended August 4, 2013.

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Three Months Ended
August 3, August 4,
2014 2013
Common Common
Shares       Stock       Shares       Stock
(In thousands)
Shares repurchased under share repurchase authorization        403 $       7,304              - $       -
Shares surrendered in reimbursement for withholding taxes 21 334 - -
  424 $ 7,638 - $ -
  
Six Months Ended
August 3, August 4,
2014 2013
Common Common
Shares Stock Shares Stock
(In thousands)
Shares repurchased under share repurchase authorization 1,840 $ 32,439 - $ -
Shares surrendered in reimbursement for withholding taxes 21 334 - -
1,861 $ 32,773 - $ -

Through August 3, 2014, the Company had cumulatively repurchased approximately 3,025,800 shares under the repurchase authorization at an average price of $18.10 per share, for a total cost of $54.8 million. Repurchases of approximately $34.6 million of the share repurchases were settled during the six months ended August 3, 2014.

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Note 10 — Impairment Charges and Lease Termination Costs

The components of impairment charges and lease termination costs are as follows:

Three Months Ended Six Months Ended
August 3,       August 4,       August 3,       August 4,
2014 2013 2014 2013
(In thousands)
Impairment of long-lived assets $       - $       - $       - $       -
Lease termination costs:
       Provision for termination costs 40 4 48 12
       Less - reversal of previously recorded accrued rent expense (2 ) - (2 ) -
              Net provision 38 4 46 12
       Total impairment charges and lease termination costs $ 38 $ 4 $ 46 $ 12

The Company tests long-lived assets for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. These events and changes in circumstances include store closing and refranchising decisions, the effects of changing costs on current results of operations, observed trends in operating results, and evidence of changed circumstances observed as a part of periodic reforecasts of future operating results and as part of the Company’s annual budgeting process. When the Company concludes that the carrying value of long-lived assets is not recoverable (based on future projected undiscounted cash flows), the Company records impairment charges to reduce the carrying value of those assets to their estimated fair values.

Lease termination costs represent the estimated fair value of liabilities related to unexpired leases, after reduction by the amount of accrued rent expense, if any, related to the leases, and are recorded when the lease contracts are terminated or, if earlier, the date on which the Company ceases use of the leased property. The fair value of these liabilities are estimated as the excess, if any, of the contractual payments required under the unexpired leases over the current market lease rates for the properties, discounted at a credit-adjusted risk-free rate over the remaining term of the leases. The provision for lease termination costs also includes adjustments to liabilities recorded in prior periods arising from changes in estimated sublease rentals and from settlements with landlords.

The transactions reflected in the accrual for lease termination costs are summarized as follows:

Three Months Ended Six Months Ended
August 3,       August 4,       August 3,       August 4,
2014 2013 2014 2013
(In thousands)
Balance at beginning of period $       167 $       625 $       178 $       646
       Provision for lease termination costs:
              Provisions associated with leased properties, net of estimated
                     sublease rentals 44 - 44 -
              Adjustments to previously recorded provisions resulting from
                     settlements with lessors and adjustments of previous
                     estimates (10 ) (2 ) (5 ) -
              Accretion of discount 6 6 9 12
                     Total provision 40 4 48 12
       Payments on unexpired leases, including settlements with
              lessors (31 ) (21 ) (50 ) (50 )
Balance at end of period $ 176 $ 608 $ 176 $ 608

Included in the lease termination accrual at August 3, 2014 was $112,000 expected to be paid within one year.

Note 11 — Fair Value Measurements

The accounting standards for fair value measurements define fair value as the price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

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The accounting standards for fair value measurements establish a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

  • Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

  • Level 2 - Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

  • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement of the assets or liabilities. These include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at August 3, 2014 and February 2, 2014.

August 3, 2014(1)
Level 1       Level 2       Level 3
(In thousands)
Assets:
       401(k) mirror plan assets $       2,879 $       - $       -
Liabilities:
       Agricultural commodity futures contracts $ 434 $ - $ -
   
February 2, 2014(1)
Level 1 Level 2 Level 3
(In thousands)
Assets:
       401(k) mirror plan assets $ 2,585 $ - $ -
Liabilities:
       Agricultural commodity futures contracts $ 313 $ - $ -

(1)       There were no transfers of financial assets or liabilities among the levels within the fair value hierarchy during the six months ended August 3, 2014 or the year ended February 2, 2014.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

There were no material nonrecurring fair value measurements recorded during the three and six months ended August 3, 2014 and August 4, 2013.

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Fair Values of Financial Instruments at the Balance Sheet Dates

The carrying values and approximate fair values of certain financial instruments as of August 3, 2014 and February 2, 2014 were as follows:

August 3, 2014 February 2, 2014
Carrying Fair Carrying Fair
Value       Value       Value       Value
(In thousands)
Assets:
       Cash and cash equivalents $       35,680 $       35,680 $       55,748 $       55,748
       Receivables 28,391 28,391 25,268 25,268
       Receivables from equity method franchisees 739 739 675 675
  
Liabilities:
       Accounts payable 16,049 16,049 16,788 16,788
       Agricultural commodity futures contracts 434 434 313 313
       Lease obligations (including current portion) 5,591 5,591 2,003 2,003

The carrying values of all financial instruments approximate their fair values at August 3, 2014 and February 2, 2014.

Note 12 — Derivative Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are commodity price risk and interest rate risk. The Company does not hold or issue derivative instruments for trading purposes.

The Company is exposed to credit-related losses in the event of non-performance by the counterparties to its derivative instruments. The Company mitigates this risk of nonperformance by dealing with highly rated counterparties.

Additional disclosure about the fair value of derivative instruments is included in Note 11.

Commodity Price Risk

The Company is exposed to the effects of commodity price fluctuations in the cost of ingredients of its products, of which flour, sugar and shortening are the most significant. In order to bring greater stability to the cost of ingredients, from time to time the Company purchases exchange-traded commodity futures contracts, and options on such contracts, for raw materials which are ingredients of its products or which are components of such ingredients, including wheat and soybean oil. The Company is also exposed to the effects of commodity price fluctuations in the cost of gasoline used by its delivery vehicles. To mitigate the risk of fluctuations in the price of its gasoline purchases, the Company may purchase exchange-traded commodity futures contracts and options on such contracts. The difference between the cost, if any, and the fair value of commodity derivatives is reflected in earnings because the Company has not designated any of these instruments as hedges. Gains and losses on these contracts are intended to offset losses and gains on the hedged transactions in an effort to reduce the earnings volatility resulting from fluctuating commodity prices. The settlement of commodity derivative contracts is reported in the consolidated statement of cash flows as a cash flow from operating activities. At August 3, 2014, the Company had commodity derivatives with an aggregate contract volume of approximately 1.2 million bushels of wheat. Other than the requirement to meet minimum margin requirements with respect to the commodity derivatives, there are no collateral requirements related to such contracts.

Interest Rate Risk

The Company is exposed to market risk from increases in interest rates on any borrowings outstanding under its secured revolving credit facility. As of August 3, 2014, there were no borrowings outstanding under such facility. During the second quarter of fiscal 2014, the Company repaid in full the remaining balance of its 2011 Term Loan.

On March 3, 2011, the Company entered into an interest rate derivative contract having an aggregate notional principal amount of $17.5 million. The derivative contract entitled the Company to receive from the counterparty the excess, if any, of the three-month LIBOR rate over 3.00% for each of the calendar quarters in the period beginning April 2012 and ending December 2015. The Company accounted for this derivative contract as a cash flow hedge. The contract was terminated in July 2013 following the retirement in full of the 2011 Term Loan. In the second quarter of fiscal 2014, as a result of the termination of the contract, the $516,000 unrealized loss on the contract previously included in AOCI was reclassified to earnings in the consolidated statement of income because the hedged forecasted transaction (interest on the 2011 Term Loan) would not occur.

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Quantitative Summary of Derivative Positions and Their Effect on Results of Operations

The following table presents the fair values of derivative instruments included in the consolidated balance sheet as of August 3, 2014 and February 2, 2014:

Liability Derivatives
Fair Value
August 3, February 2,
Derivatives Not Designated as Hedging Instruments       Balance Sheet Location       2014       2014
(In thousands)
Agricultural commodity futures contracts Accrued liabilities $       434 $       313

The effects of derivative instruments on the consolidated statement of income for the three and six months ended August 3, 2014 and August 4, 2013 were as follows:

Amount of Derivative Gain or (Loss) Recognized in Income
Three Months Ended Six Months Ended
Derivatives Not Designated as Hedging       Location of Derivative Gain or (Loss)       August 3,       August 4,       August 3,       August 4,
Instruments Recognized in Income 2014 2013 2014 2013
(In thousands)
Agricultural commodity futures contracts Direct operating expenses $       (1,341 ) $       (410 ) $       103 $       (580 )
 
Amount of Derivative Gain or (Loss) Recognized in Income
Three Months Ended Six Months Ended
      Location of Derivative Gain or (Loss)       August 3,       August 4,       August 3,       August 4,
Derivatives Designated as a Cash Flow Hedge Recognized in Income 2014 2013 2014 2013
(In thousands)
Interest rate derivative Interest expense $          - $          (20 ) $          - $          (39 )
Interest rate derivative Loss on retirement of debt $ - $ (516 ) $ - $ (516 )
  
Amount of Derivative Gain or (Loss) Recognized in OCI
Three Months Ended Six Months Ended
August 3, August 4, August 3, August 4,
Derivatives Designated as a Cash Flow Hedge Derivative Gain or (Loss) Recognized in OCI 2014 2013 2014 2013
(In thousands)
Interest rate derivative Change in fair value of derivative $ - $ 26 $ - $ 36
Less - income tax effect - (10 ) - (14 )
  - 16 - 22
Loss on cash flow hedge reclassified
to net income, previously charged
to other comprehensive income - 516 - 516
Less - income tax effect - (200 ) - (200 )
  - 316 - 316
Net change in amount recognized in
OCI $ - $ 332 $ - $ 338

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Note 13 — Acquisitions and Divestitures

Acquisition of Krispy Kreme Shops

On June 17, 2014, the Company acquired the business and operating assets of its franchisee in Birmingham, Alabama, consisting of four Krispy Kreme shops that had fiscal 2014 sales of approximately $9 million. The acquired assets also include the seller’s franchise rights for 13 counties in Alabama. The total consideration was approximately $7.5 million cash. In connection with the acquisition, the Company entered into leases with the seller for three of the shops and assumed a lease with an unrelated party on the fourth shop.

The Company recorded charges to earnings related to the acquisition of $431,000 in the quarter ended August 3, 2014, which are included in direct operating expenses. The charges include $343,000 for the settlement of the pre-existing franchise contract between the Company and the franchisee, certain terms of which were unfavorable, from the Company’s point of view, to current market terms. The charge was determined by discounting to present value as of the acquisition date the excess of royalties on the acquired business’s sales at the Company’s current prevailing royalty rates over the lower royalties otherwise payable by the former franchisee pursuant to the terminated franchise agreement. The discount rate used reflected both the time value of money and the level of risk associated with achievement of the related cash flows. The Company also expensed transaction costs related to the acquisition of $88,000.

The cost of the acquired business was allocated as follows:

(In thousands)
Purchase price allocated to:
       Working capital, exclusive of cash $            (5 )
       Property and equipment 710
       Reacquired franchise rights associated with the Company stores segment 3,853
       Goodwill associated with the Company Stores segment 2,594
$ 7,152

Amounts allocated to reacquired franchise rights are being amortized by charges to earnings on a straight-line basis through March 2020, which was the expiration date of the terminated franchise agreement. All of the goodwill recognized in the acquisition for financial reporting purposes is expected to be deductible for income tax purposes.

The results of operations of the acquired business subsequent to the acquisition had no material effect on the Company’s consolidated results of operations. The Company’s results of operations for the three and six months ended August 4, 2013, computed on a pro forma basis assuming the acquisition had been consummated at the beginning of those periods, would not be materially different from the Company’s historical results of operations and, accordingly, have been omitted.

In December 2013, the Company acquired the land, building and doughnut-making equipment at a facility in Illinois that had fiscal 2014 sales of approximately $3 million. The aggregate purchase price for the facility was approximately $1.6 million cash, all of which was allocated to property and equipment. The facility was being operated as a Krispy Kreme shop pursuant to a management agreement approved by the Company between the facility’s former owner and one of the Company’s franchisees. The management agreement was terminated in connection with the Company’s acquisition of the facility, and was replaced by an operating agreement between the Company and the franchisee. Pursuant to the operating agreement, the Company agreed to permit the franchisee to continue to operate the facility for its account through June 2014 in exchange for monthly rental payments, and the payment of amounts based on the facility’s sales equivalent to the amounts that would be payable to the Company if the facility were subject to a franchise agreement. The Company assumed operation of the facility for its own account in July 2014. The Company’s results of operations for the three and six months ended August 4, 2013, computed on a pro forma basis assuming the acquisition had been consummated at the beginning of those periods, would not be materially different from the Company’s historical results of operations and, accordingly, have been omitted.

Asset Divestitures

On July 11, 2013, the Company refranchised three Company-owned stores in the Dallas market to a new franchisee. The aggregate purchase price for the assets was $681,000 cash. The three stores had total sales of approximately $7 million in fiscal 2013, of which approximately 45% represented wholesale sales. The franchise agreements with the new franchisee do not include wholesale sales rights. The Company Stores segment recorded a gain of $876,000 on the refranchising transaction, which was included in direct operating expenses in the second quarter of fiscal 2014. The gain includes approximately $462,000 related to the sale of equipment, and approximately $414,000 related to the reversal of accrued rent expense related to a store lease assigned to the franchisee where the Company was relieved of the primary lease obligation. The Company leased the other two stores, which the Company owns, to the franchisee. In connection with the refranchising, the Company executed a development agreement with the franchisee to develop 15 additional Krispy Kreme locations in the market through fiscal 2019. In July 2014, the Company received a notice that the franchisee intends to exercise its option to acquire the two stores it leased from the Company; the aggregate purchase price is $2.1 million cash.

24 



On February 22, 2013, the Company refranchised three stores in the Kansas/Missouri market to a new franchisee who was a former employee of the Company; the Company closed a fourth store in the market in January 2013 in anticipation of the transaction. The aggregate purchase price of the assets was approximately $1.1 million, evidenced by a 7% promissory note payable in installments equal to 3.5% of the stores’ sales beginning in February 2013. The four stores had total sales of approximately $9 million in fiscal 2013. The Company did not record a significant gain or loss on this refranchising transaction.

Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere herein.

25



Results of Operations

The following table sets forth operating metrics for the three and six months ended August 3, 2014 and August 4, 2013.

Three Months Ended Six Months Ended
      August 3,       August 4,       August 3,       August 4,
2014 2013 2014 2013
Change in Same Store Sales (on-premises sales only):
       Company stores 1.1 % 10.5 % (0.2 ) % 11.4 %
       Domestic Franchise stores 3.8 % 12.0 % 4.2 % 11.9 %
       International Franchise stores (1.0 ) % (11.2 ) % (2.8 ) % (9.6 ) %
       International Franchise stores, in constant dollars(1) (2.4 ) % (7.1 ) % (2.3 ) % (5.8 ) %
  
Change in Same Store Customer Count - Company stores
       (retail sales only) 0.8 % 8.0 % (1.8 ) % 9.7 %
 
Average guest check - Company stores (retail sales only) $ 7.67 $ 7.68 $ 7.56 $ 7.49
 
Wholesale Metrics (Company stores only):
       Average weekly number of doors served:
              Grocers/mass merchants 5,305 5,283 5,255 5,327
              Convenience stores 4,702 4,503 4,648 4,492
 
       Average weekly sales per door:
              Grocers/mass merchants $ 352 $ 353 $ 357 $ 359
              Convenience stores 250 262 251 264
 
Systemwide Sales (in thousands):(2)
       Company stores $ 77,806 $ 74,893 $ 157,624 $ 156,014
       Domestic Franchise stores 84,096 78,616 171,807 159,602
       International Franchise stores 114,706 102,971 229,217 213,226
       International Franchise stores, in constant dollars(3) 114,706 104,958 229,217 213,137
 
Average Weekly Sales Per Store (in thousands):(4) (5)
       Company stores:
              Factory stores:
                     Commissaries — wholesale $ 214.9 $ 203.4 $ 213.6 $ 203.3
                     Dual-channel stores:
                            On-premises 36.4 34.8 38.2 37.9
                            Wholesale 48.5 50.4 49.2 51.1
                                   Total 84.9 85.2 87.4 89.0
                     On-premises only stores 34.4 37.2 36.3 38.9
                     All factory stores 70.6 75.1 72.8 78.0
              Satellite stores 21.2 20.7 22.2 22.0
              All stores 60.9 62.5 63.0 65.0
 
       Domestic Franchise stores:
              Factory stores $ 50.5 $ 51.9 $ 51.7 $ 53.1
              Satellite stores 17.6 18.1 18.3 18.3
 
       International Franchise stores:
              Factory stores $ 40.5 $ 38.3 $ 40.6 $ 39.7
              Satellite stores 9.2 9.3 9.4 9.9

26



(1)       Represents the change in International Franchise same store sales computed by reconverting franchise store sales in each foreign currency to U.S. dollars at a constant rate of exchange for each period.
(2) Excludes sales among Company and franchise stores.
(3) Represents International Franchise store sales computed by reconverting International Franchise store sales for the three and six months ended August 4, 2013 to U.S. dollars based upon the weighted average of the exchange rates prevailing in the three and six months ended August 3, 2014.
(4) Includes sales between Company and franchise stores.
(5) Metrics for the three and six months ended August 3, 2014 and August 4, 2013 include only stores open at the respective period end.

In the first quarter of fiscal 2015, the Company revised its methodology for computing its same store sales metric. Under the revised methodology, shops are included in the same store sales computation after 18 months of operation, compared to 13 months under the former methodology. The Company believes that deferring stores’ entry into the same store sales metric until week 79 results in a more meaningful measurement of comparable sales because, in most cases, substantially all of the elevated sales levels typically experienced in the initial weeks following the opening of a new Krispy Kreme shop will no longer be reflected in the metric.

All same store sales change metrics in this current report reflect the new methodology for all periods. The Company filed a Current Report on Form 8-K on May 8, 2014 providing quarterly tables showing the change in same store sales for Company, domestic franchise and international franchise shops for fiscal 2012 through fiscal 2014 calculated using the revised computational methodology and using the former methodology.

The change in “same store sales” is computed by dividing the aggregate on-premises sales (including fundraising sales) during the current year period for all stores which had been open for more than 78 consecutive weeks during the current year (but only to the extent such sales occurred in the 79th or later week of each store’s operation) by the aggregate on-premises sales of such stores for the comparable weeks in the preceding year. Once a store has been open for at least 79 consecutive weeks, its sales are included in the computation of same store sales for all subsequent periods. In the event a store is closed temporarily (for example, for remodeling) and has no sales during one or more weeks, such store’s sales for the comparable weeks during the earlier or subsequent period are excluded from the same store sales computation. The change in same store customer count is similarly computed, but is based upon the number of retail transactions reported in the Company’s point-of-sale system.

For wholesale sales, “average weekly number of doors” represents the average number of customer locations to which product deliveries were made during a week, and “average weekly sales per door” represents the average weekly sales to each such location.

Systemwide sales, a non-GAAP financial measure, include sales by both Company and franchise Krispy Kreme stores. The Company believes systemwide sales data are useful in assessing consumer demand for the Company’s products, the overall success of the Krispy Kreme brand and, ultimately, the performance of the Company. All of the Company’s royalty revenues are computed as percentages of sales made by the Company’s domestic and international franchisees, and substantially all of KK Supply Chain’s external sales of doughnut mixes and other ingredients ultimately are determined by demand for the Company’s products at franchise stores. Accordingly, sales by the Company’s franchisees have a direct effect on the Company’s royalty and KK Supply Chain revenues, and therefore on the Company’s profitability. The Company’s consolidated financial statements appearing elsewhere herein include sales by Company stores, sales to franchisees by the KK Supply Chain business segment, and royalties and fees received from franchise stores based on their sales, but exclude sales by franchise stores to their customers.

The following table sets forth data about the number of systemwide stores as of August 3, 2014 and August 4, 2013.

27



August 3, August 4,
      2014       2013
Number of Stores Open At Period End:
       Company stores:
              Factory:
                     Commissaries 7 7
                     Dual-channel stores   33   31
                     On-premises only stores 42 34
              Satellite stores 21 21
                            Total Company stores 103 93
 
       Domestic Franchise stores:
              Factory stores 109 105
              Satellite stores 51 45
                     Total Domestic Franchise stores 160 150
 
       International Franchise stores:
              Factory stores 128 119
              Satellite stores 493 427
                     Total International Franchise stores 621 546
 
                            Total systemwide stores 884 789

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The following table sets forth data about the number of store operating weeks for the three and six months ended August 3, 2014 and August 4, 2013.

Three Months Ended Six Months Ended
      August 3,       August 4,       August 3,       August 4,
2014 2013 2014 2013
Store Operating Weeks:
       Company stores:
              Factory stores:
                     Commissaries 91 91 182 182
                     Dual-channel stores 414 430 817 878
                     On-premises only stores 529 427 1,036 840
              Satellite stores 255 273 488 539
 
       Domestic Franchise stores:(1)
              Factory stores 1,416 1,320 2,810 2,627
              Satellite stores 684 576 1,359 1,136
 
       International Franchise stores:(1)
              Factory stores 1,408 1,359 2,788 2,705
              Satellite stores 6,216 5,391 12,120 10,497

      (1)       Metrics for the three and six months ended August 3, 2014 and August 4, 2013 include only stores open at the respective period end.

The following table sets forth the types and locations of Company stores as of August 3, 2014.

Number of Company Stores
Factory
State       Stores       Hot Shops       Fresh Shops       Total
Alabama 4 3 - 7
District of Columbia - 1 - 1
Florida 6 - - 6
Georgia 11 4 - 15
Illinois 1 - - 1
Indiana 3 1 - 4
Kansas 2 - - 2
Kentucky 3 1 - 4
Louisiana 1 - - 1
Maryland 2 - - 2
Michigan 3 - - 3
Mississippi 1 - - 1
Missouri 1 - - 1
New York - - 1 1
North Carolina 14 4 - 18
Ohio 6 - - 6
South Carolina 6 2 - 8
Tennessee 11 2 - 13
Virginia 6 2 - 8
West Virginia 1 - - 1
Total 82 20 1       103

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Changes in the number of Company stores during the three and six months ended August 3, 2014 and August 4, 2013 are summarized in the table below.

Number of Company Stores
Factory
      Stores       Hot Shops       Fresh Shops       Total
Three months ended August 3, 2014
May 4, 2014 78 18 1 97
Opened 1 - - 1
Closed - - - -
Change in store type 1 (1 ) - -
Transferred from Domestic Franchise 2 3 - 5
August 3, 2014       82            20 1      103
 
Six months ended August 3, 2014
February 2, 2014 76 18 1 95
Opened 3 - - 3
Closed - - - -
Change in store type 1 (1 ) - -
Transferred from Domestic Franchise 2 3 - 5
August 3, 2014 82 20 1 103
 
Three months ended August 4, 2013
May 5, 2013 74 20 1 95
Opened 2 - - 2
Closed (1 ) - - (1 )
Transferred to Domestic Franchise (3 ) - - (3 )
August 4, 2013 72 20 1 93
 
Six months ended August 4, 2013
February 3, 2013 76 20 1 97
Opened 3 - - 3
Closed (1 ) - - (1 )
Transferred to Domestic Franchise (6 ) - - (6 )
August 4, 2013 72 20 1 93

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The following table sets forth the types and locations of domestic franchise stores as of August 3, 2014.

Number of Domestic Franchise Stores
Factory
State       Stores       Hot Shops       Fresh Shops       Total
Alabama 4 - - 4
Arizona 2 5 - 7
Arkansas 2 - - 2
California 15 11 3        29
Colorado 2 - - 2
Connecticut 1 - 3 4
Delaware 1 - - 1
Florida 12 7 1 20
Georgia 5 3 - 8
Hawaii 1 - - 1
Idaho 1 - - 1
Illinois 2 - - 2
Iowa 1 - 1 2
Kansas 1 - - 1
Louisiana 2 - - 2
Mississippi 3 1 - 4
Missouri 4 1 - 5
Nebraska 1 - 1 2
Nevada 3 - 2 5
New Jersey - 1 - 1
New Mexico 1 1 1 3
North Carolina 7 1 - 8
Oklahoma 2 - - 2
Oregon 2 - - 2
Pennsylvania 4 3 1 8
South Carolina 6 2 - 8
Tennessee 1 - - 1
Texas 14 2 - 16
Utah 2 - - 2
Washington 6 - - 6
Wisconsin 1 - - 1
Total 109 38 13 160

31



Changes in the number of domestic franchise stores during the three and six months ended August 3, 2014 and August 4, 2013 are summarized in the table below.

Number of Domestic Franchise Stores
Factory
      Stores       Hot Shops       Fresh Shops       Total
Three months ended August 3, 2014
May 4, 2014 109 40 14 163
Opened 2 1 - 3
Closed - - (1 ) (1 )
Transferred to Company Stores (2 ) (3 ) - (5 )
August 3, 2014      109            38              13      160
 
Six months ended August 3, 2014
February 2, 2014 107 37 15 159
Opened 4 4 - 8
Closed - - (2 ) (2 )
Transferred to Company Stores (2 ) (3 ) - (5 )
August 3, 2014 109 38 13 160
 
Three months ended August 4, 2013
May 5, 2013 102 30 14 146
Opened - 1 - 1
Closed - - - -
Transferred from Company Stores 3 - - 3
August 4, 2013 105 31 14 150
 
Six months ended August 4, 2013
February 3, 2013 99 29 14 142
Opened - 2 - 2
Closed - - - -
Transferred from Company Stores 6 - - 6
August 4, 2013 105 31 14 150

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The types and locations of international franchise stores as of August 3, 2014 are summarized in the table below.

Number of International Franchise Stores
Fiscal
Year First Factory
Country       Store Opened       Stores       Hot Shops       Fresh Shops       Kiosks       Total
Australia 2004 6 1 6 6 19
Bahrain 2009 1 - 1 - 2
Canada 2002 4 - 2 - 6
Dominican Republic 2011 1 - 2 - 3
India 2013 4 - 8 2 14
Indonesia 2007 1 - 6 8 15
Japan 2007 17 - 38 3 58
Kuwait 2007 1 - 7 6 14
Lebanon 2009 1 - 1 - 2
Malaysia 2010 2 - 2 6 10
Mexico 2004 9 1 39 67 116
Philippines 2007 7 3 34 7 51
Puerto Rico 2009 7 - - - 7
Qatar 2008 1 - - - 1
Russia 2014 2 - 2 2 6
Saudi Arabia 2008 10 - 67 20 97
Singapore 2014 2 - 2 - 4
South Korea 2005 31 - 58 - 89
Taiwan 2014 2 - - 1 3
Thailand 2011 3 2 4 5 14
Turkey 2010 1 - 12 9 22
United Arab Emirates 2008 2 - 9 7 18
United Kingdom 2004 13 2 27 8 50
Total      128 9 327      157      621

33



Changes in the number of international franchise stores during the three and six months ended August 3, 2014 and August 4, 2013 are summarized in the table below.

Number of International Franchise Stores
Factory
      Stores       Hot Shops       Fresh Shops       Kiosks       Total
Three months ended August 3, 2014
May 4, 2014 126 9 310 150 595
Opened 3 - 20 7 30
Closed (1 ) - (3 ) - (4 )
August 3, 2014      128 9            327      157      621
 
Six months ended August 3, 2014
February 2, 2014 125 9 296 144 574
Opened 5 - 34 14 53
Closed (2 ) - (3 ) (1 ) (6 )
August 3, 2014 128 9 327 157 621
 
Three months ended August 4, 2013
May 5, 2013 121 9 271 131 532
Opened 1 - 11 7 19
Closed (2 ) - (3 ) - (5 )
Change in store type (1 ) - 1 - -
August 4, 2013 119 9 280 138 546
 
Six months ended August 4, 2013
February 3, 2013 120 9 257 123 509
Opened 4 - 27 15 46
Closed (4 ) - (5 ) - (9 )
Change in store type (1 ) - 1 - -
August 4, 2013 119 9 280 138 546

Three months ended August 3, 2014 compared to three months ended August 4, 2013

The following discussion of the Company’s results of operations should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere herein.

Non-GAAP Measures

The Company has substantial net operating loss carryforwards and, accordingly, the Company’s cash payments for income taxes are not significant and are expected to remain insignificant for the foreseeable future. See “Provision for Income Taxes” below.

Management evaluates the Company’s results of operations using, among other measures, adjusted net income and adjusted earnings per share, which reflect the provision for income taxes only to the extent such taxes are currently payable in cash. In addition, management excludes from adjusted net income charges and credits that are unusual and infrequently occurring. Management believes adjusted net income and adjusted earnings per share are useful performance measures because they more closely measure the cash flows generated by the Company’s operations and the trends in those cash flows than do GAAP net income and earnings per share, and because they exclude the effects of transactions that are not indicative of the Company’s ongoing results of operations.

In the second quarter of fiscal 2014, the Company recorded a charge of $967,000 related to the retirement of its secured credit facilities, consisting of the writeoff of unamortized deferred financing costs related to the Company’s term loan, which was retired in full, and the termination of an interest rate hedge related to the term loan. Charges of this nature are not expected to recur on a regular basis.

34



The following presentation of adjusted net income, the related reconciliation of adjusted net income to GAAP net income, and the presentation of adjusted earnings per share are intended to illustrate the material difference between the Company’s income tax expense and income taxes currently payable, and to facilitate comparisons of second quarter fiscal 2015 results with the Company’s results for the second quarter of fiscal 2014 in light of the costs incurred in connection with the retirement of the term loan. These non-GAAP performance measures are consistent with other measurements made by management in the operation of the business which do not consider income taxes except to the extent to which those taxes currently are payable, for example, capital allocation decisions and incentive compensation measurements that are made on a pretax basis.

Three Months Ended
August 3, August 4,
      2014       2013
(In thousands, except per share amounts)
Net income, as reported $ 5,752 $ 4,717
Loss on retirement of debt - 967
Provision for deferred income taxes 3,226 3,945
Adjusted net income $ 8,978 $ 9,629
 
Adjusted earnings per common share:
Basic $ 0.14 $ 0.14
Diluted $ 0.13 $ 0.14
 
Weighted average shares outstanding:
Basic 66,008 67,267
Diluted 68,725 71,089

Overview

Total revenues rose by 6.9% to $120.5 million for the three months ended August 3, 2014 compared to $112.7 million for the three months ended August 4, 2013. Consolidated operating income was $9.6 million compared to $10.6 million, and consolidated net income was $5.8 million compared to $4.7 million.

Revenues by business segment (expressed in dollars and as a percentage of total revenues) are set forth in the table below (percentage amounts may not add to totals due to rounding).

35



Three Months Ended
August 3, August 4,
      2014       2013
(Dollars in thousands)
Revenues by business segment:
        Company Stores $      78,535 $      75,689
        Domestic Franchise 3,296 2,799
        International Franchise 7,534 6,057
        KK Supply Chain:
                Total revenues 59,503 57,201
                Less - intersegment sales elimination (28,352 ) (29,017 )
                        External KK Supply Chain revenues 31,151 28,184
                                Total revenues $ 120,516 $ 112,729
 
Segment revenues as a percentage of total revenues:
        Company Stores 65.2 % 67.1 %
        Domestic Franchise 2.7 2.5
        International Franchise 6.3 5.4
        KK Supply Chain (external sales) 25.8 25.0
100.0 % 100.0 %
 
Segment operating results:
        Company Stores $ 1,261 $ 1,790
        Domestic Franchise 1,900 1,526
        International Franchise 5,111 4,239
        KK Supply Chain 8,489 8,999
                Total segment operating income 16,761 16,554
        General and administrative expenses (6,737 ) (5,655 )
        Corporate depreciation and amortization expense (362 ) (295 )
        Impairment charges and lease termination costs (38 ) (4 )
                Consolidated operating income 9,624 10,600
        Interest income 64 70
        Interest expense (162 ) (354 )
        Loss on retirement of debt - (967 )
        Equity in losses of equity method franchisee (61 ) (60 )
        Other non-operating income and (expense), net 152 (1 )
        Income before income taxes 9,617 9,288
        Provision for income taxes 3,865 4,571
        Consolidated net income $ 5,752 $ 4,717

A discussion of the revenues and operating results of each of the Company’s four business segments follows, together with a discussion of income statement line items not associated with specific segments.

Company Stores

The components of Company Stores revenues and expenses (expressed in dollars and as a percentage of total revenues) are set forth in the table below (percentage amounts may not add to totals due to rounding).

36



Percentage of Total Revenues
Three Months Ended Three Months Ended
August 3,       August 4,       August 3,       August 4,
2014 2013 2014 2013
(In thousands)
Revenues:
       On-premises sales:
              Retail sales $       36,124 $       33,581 46.0  % 44.4 %
              Fundraising sales 2,696 2,559 3.4 3.4
                     Total on-premises sales 38,820 36,140 49.4 47.7
       Wholesale sales:
              Grocers/mass merchants 23,977 23,937 30.5 31.6
              Convenience stores 14,565 14,647 18.5 19.4
              Other wholesale 1,173 965 1.5 1.3
                     Total wholesale sales 39,715 39,549 50.6 52.3
                            Total revenues 78,535 75,689        100.0        100.0
 
Operating expenses:
       Cost of sales:
              Food, beverage and packaging 29,619 29,045 37.7 38.4
              Shop labor 14,547 13,881 18.5 18.3
              Delivery labor 6,211 6,151 7.9 8.1
              Employee benefits 4,739 5,578 6.0 7.4
                     Total cost of sales 55,116 54,655 70.2 72.2
              Vehicle costs(1) 4,274 4,235 5.4 5.6
              Occupancy(2) 2,712 2,455 3.5 3.2
              Utilities expense 1,682 1,582 2.1 2.1
              Depreciation and amortization expense 2,457 2,174 3.1 2.9
              Business acquisition charges 431 - 0.5 -
              Gain on refranchising - (876 ) - (1.2 )
              Other store operating expenses 5,984 5,039 7.6 6.7
                     Total store level costs 72,656 69,264 92.5 91.5
       Store operating income 5,879 6,425 7.5 8.5
       Other segment operating costs(3) 3,543 3,560 4.5 4.7
       Allocated corporate overhead 1,075 1,075 1.4 1.4
Segment operating income $ 1,261 $ 1,790 1.6  % 2.4 %

(1)       Includes fuel, maintenance and repairs, rent, taxes and other costs of operating the delivery fleet, exclusive of depreciation.
(2) Includes rent, property taxes, common area maintenance charges, insurance, building maintenance and other occupancy costs, exclusive of utilities and depreciation.
(3) Includes marketing costs not charged to stores, segment management costs, wholesale selling expenses and support functions.

Sales at Company Stores increased 3.8% to $78.5 million in the second quarter of fiscal 2015 from $75.7 million in the second quarter of fiscal 2014.

37



A reconciliation of Company Stores segment sales from the second quarter of fiscal 2014 to the second quarter of fiscal 2015 follows:

On-Premises       Wholesale       Total
(In thousands)
Sales for the three months ended August 4, 2013 $       36,140 $       39,549 $       75,689
Fiscal 2014 sales at closed stores (440 ) (201 ) (641 )
Fiscal 2014 sales at stores refranchised in fiscal 2014 (739 ) (580 ) (1,319 )
Increase in sales at established stores (open stores only) 473 427 900
Increase in sales at stores opened in fiscal 2014 931 - 931
Sales at stores acquired in fiscal 2015 1,032 520 1,552
Sales at stores opened in fiscal 2015 1,423 - 1,423
Sales for the three months ended August 3, 2014 $ 38,820 $ 39,715 $ 78,535

On-premises sales

On-premises sales increased 7.4% to $38.8 million in the second quarter of fiscal 2015.

The following table presents on-premises sales metrics for Company stores:

Three Months Ended
August 3,       August 4,
2014 2013
On-premises:
       Change in same store sales 1.1 % 10.5 %
       Change in same store customer count (retail sales only) 0.8 % 8.0 %
       Average guest check (retail sales only) $       7.67 $       7.68
 
The components of the change in same store sales at Company stores are as follows:
 
Three Months Ended
August 3, August 4,
  2014 2013
Change in same store sales:
       Retail pricing 1.8 % 3.8 %
       Guest check average (exclusive of the effects of pricing) (1.4 ) (0.5 )
       Customer count 0.7 7.3
       Fundraising pricing 0.5 -
       Other (0.5 ) (0.1 )
       Total 1.1 % 10.5 %

Retail and fundraising price increases implemented in the first quarter of fiscal 2015 drove increases in same store sales of 1.8 and 0.5 percentage points, respectively, exclusive of any effects of higher pricing on unit volumes; such effects are difficult to measure reliably. On February 3, 2014, the Company implemented retail price increases affecting items comprising approximately 70% of retail sales; the average price increase on these items was approximately 3%. The Company implemented somewhat larger retail price increases approximately one year earlier. On March 3, 2014, the Company implemented a fundraising price increase of approximately 9%.

The positive effects of the fiscal 2015 pricing actions on same store sales (2.3 percentage points in the aggregate) and a 0.7 percentage point gain from higher customer traffic were partially offset by non-pricing changes in the average guest check, which reduced same store sales by 1.4 percentage points. The Company believes a decrease in average guest check resulting from an increase in consumer incentives in the second quarter was partially offset by a positive change in sales mix. The Company believes that normal cannibalization effects from new stores in some markets in which the Company is opening additional stores negatively affected traffic at existing shops in those markets, which adversely affected same store customer traffic during the quarter. “Cannibalization effect” means the tendency for new stores to generate sales, at least in part, by “shifting” sales from existing stores in the same market. The Company’s goal is to increase total sales of its products and the Company’s profitability in each market it serves by adding additional Krispy Kreme shops in markets the Company believes it has not fully penetrated.

38



The Company believes that growth in same store customer traffic was an important contributor to the expansion of operating margin in the Company Stores segment in fiscal 2013 and fiscal 2014. The contribution to same store sales from higher customer traffic has declined from its peak of 11.2% in the fourth quarter of fiscal 2013. The Company continuously evaluates and adjusts it marketing, promotional and operational activities and techniques with the goal of increasing customer traffic in its shops, which management believes will continue to be an important factor in the profitability of the Company Stores business segment.

Wholesale sales

The following table presents wholesale sales metrics for Company stores:

Three Months Ended
August 3,       August 4,
2014 2013
Wholesale:
       Grocers/mass merchants:
              Change in average weekly number of doors 0.4 %        (5.4 ) %
              Change in average weekly sales per door        (0.3 ) % 9.6 %
       Convenience stores:
              Change in average weekly number of doors 4.4 % 0.7 %
              Change in average weekly sales per door (4.6 ) % 6.5 %

Sales to grocers and mass merchants were flat at approximately $24.0 million, with a 0.4% increase in the average number of doors served offset by a 0.3% decline in average weekly sales per door. Sales of packaged products comprise substantially all of the Company’s sales to grocers and mass merchants.

Sales to convenience stores were flat at $14.6 million, reflecting a 4.6% decrease in the average weekly sales per door offset by a 4.4% increase in the average number of doors served. The majority of the door growth in the second quarter of fiscal 2015 reflects new doors at existing customers and an increase in doors resulting from the acquisition of stores in the Birmingham, Alabama market, partially offset by a reduction of doors from the refranchising of stores in the Dallas market in fiscal 2014. Sales of loose unpackaged products comprise approximately 80% of sales to convenience store customers, with the balance comprised of sales of packaged products.

Costs and expenses

Total cost of sales as a percentage of revenues decreased by 2.0 percentage points from the second quarter of fiscal 2014 to 70.2% of revenues in the second quarter of fiscal 2015.

The cost of food, beverage and packaging as a percentage of revenues decreased 0.7 percentage points to 37.7% in the second quarter of fiscal 2015. The decrease reflects, among other things, a greater percentage of sales derived from on-premises customers compared to the second quarter of fiscal 2014. The cost of food, beverage and packaging as a percentage of sales is often greater in the wholesale distribution channel compared to the on-premises channel because average product selling prices generally are lower in the wholesale distribution channel and because of the effect of returns in the wholesale distribution channel. Input costs of food, beverage and packaging were, in the aggregate, largely unchanged in the second quarter of fiscal 2015 compared to the prior year period.

KK Supply Chain, which sells doughnut mixes, other ingredients and supplies to Company and franchise stores, has entered into contracts to purchase the majority its remaining fiscal 2015 flour and shortening requirements, and all of its estimated sugar requirements. For fiscal 2016, KK Supply Chain has entered into contracts to purchase substantially all of its estimated sugar requirements.

Employee benefits as a percentage of revenues decreased from 7.4% in the second quarter of fiscal 2014 to 6.0% in the second quarter of fiscal 2015, principally due to lower healthcare costs in the second quarter of fiscal 2015 compared to the second quarter of fiscal 2014. The Company is self-insured for healthcare costs (subject to stop-loss coverage for large individual claims); accordingly, variations from period to period in the number and severity of medical claims directly affect the Company’s results of operations.

39 



The Company is self-insured for workers’ compensation, vehicle and general liability claims, but maintains stop-loss coverage for individual claims exceeding certain amounts. The Company provides for claims under these self-insured programs using actuarial methods as described in the 2014 Form 10-K, and periodically updates actuarial valuations of its self-insurance reserves. Such periodic actuarial valuations result in changes over time in the estimated amounts which ultimately will be paid for claims under these programs to reflect the Company’s actual claims experience for each policy year as well as trends in claims experience over multiple years. Such claims, particularly workers’ compensation claims, often are paid over a number of years following the year in which the insured events occur, and the estimated ultimate cost of each year’s claims accordingly is adjusted over time as additional information becomes available. As a result of the Company’s periodic update of its actuarial valuation, the Company recorded favorable adjustments to its self-insurance claims liabilities related to prior policy years of approximately $780,000 in the second quarter of fiscal 2015 and $550,000 in the second quarter of fiscal 2014. The $780,000 favorable adjustment recorded in the second quarter of fiscal 2015 includes a favorable adjustment relating to workers’ compensation liability claims of approximately $630,000 included in employee benefits, a favorable adjustment relating to vehicle liability claims of approximately $90,000 included in vehicle costs, and a favorable adjustment relating to general liability claims of approximately $60,000 included in other operating costs. The $550,000 favorable adjustment recorded in the second quarter of fiscal 2014 includes a favorable adjustment relating to workers’ compensation liability claims of approximately $390,000 included in employee benefits, a favorable adjustment relating to vehicle liability claims of approximately $50,000 included in vehicle costs, and a favorable adjustment relating to general liability claims of approximately $110,000 included in other operating costs.

Depreciation expense increased due to construction of new stores and store refurbishments at existing stores.

During the second quarter of fiscal 2015, the Company recorded charges of $431,000 related to the acquisition of the business and operating assets of its franchisee in Birmingham, Alabama as more fully described in Note 13 to the consolidated financial statements included elsewhere herein. The charges principally reflect the settlement as part of the acquisition of the pre-existing franchise contract between the Company and the franchisee, certain terms of which were unfavorable, from the Company’s point of view, to current market terms of $343,000 and transaction costs related to the acquisition of $88,000.

During the second quarter of fiscal 2014, the Company refranchised three stores in the Dallas market to a new franchisee as more fully described in Note 13 to the consolidated financial statements appearing elsewhere herein. The Company recorded a gain of $876,000 on the refranchising transaction.

Other store level operating expenses increased to $6.0 million (7.6% of revenues) in the second quarter of fiscal 2015 from $5.0 million (6.7% of revenues) in the second quarter of fiscal 2014. The increase reflects, among other things, higher marketing and promotional activities during the quarter.

Other segment operating costs in the second quarter of fiscal 2014 included approximately $285,000 in legal costs related to the litigation associated with the Company’s former landlord in Lorton, Virginia which was settled in the fourth quarter of fiscal 2014.

Many other segment operating costs are fixed or semi-fixed in nature and, accordingly, segment profit margins are sensitive to changes in sales volumes.

The Patient Protection and Affordable Care Act (the “Act”) requires large employers to offer health care benefits to all full-time employees, or face financial penalties. To avoid these penalties, the health benefits must provide a specified “minimum value” and be “affordable,” each as defined in the Act. The penalties associated with the Act, also known as the “employer mandate,” have been delayed generally from January 2014 to January 2015. In addition to the employer mandate, under the Act, most persons will be required to obtain health care insurance or face individual financial penalties, which are scheduled to increase over time.

The Company employs persons to whom the Company will be required to offer benefits that meet the minimum value and affordability standards (or pay penalties), but to whom the Company does not currently offer such benefits. In addition, the Company currently offers the required minimum value benefits to certain other employees who do not currently elect to participate in the Company’s insurance plans. Assuming the provisions of the Act are implemented as currently enacted, the number of employees covered by the Company’s health care plans is likely to increase in 2015, which would cause the Company’s health care costs to rise. The Company does not know the amount by which its costs will increase assuming the above provisions of the Act are implemented because, among other reasons, the Company does not know how many additional employees will elect to obtain health insurance benefits from the Company. In addition, certain regulatory guidance which could have an effect on the Company’s incremental costs associated with the Act either has not been issued or, if issued, has been revised.

However, management currently does not expect the Company’s aggregate incremental costs associated with the Act will exceed its current costs by more than $5 million annually, and the Company currently estimates its incremental costs will be substantially less than such amount. The Company is continuing to study and evaluate the requirements of the Act, and management’s estimate of the additional costs associated with it is expected to change as the Company gains additional information and makes further decisions regarding the Act’s requirements. In addition, the Company has implemented and expects to continue to implement benefit cost reduction actions designed to mitigate the costs imposed on the Company by the Act. The Company’s goal is to prevent the Act’s requirements from having a material adverse effect on the Company’s results of operations.

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Domestic Franchise

Three Months Ended
August 3,       August 4,
2014 2013
(In thousands)
Revenues:
       Royalties $       2,971 $       2,671
       Development and franchise fees 125 -
       Other 200 128
              Total revenues 3,296 2,799
 
Operating expenses:
       Segment operating expenses 1,247 1,151
       Depreciation expense 49 22
       Allocated corporate overhead 100 100
              Total operating expenses 1,396 1,273
Segment operating income $ 1,900 $ 1,526

Domestic Franchise revenues increased 17.8% to $3.3 million in the second quarter of fiscal 2015. The increase reflects higher domestic royalty revenues resulting from a 7.0% increase in sales by domestic franchise stores from $79 million in the second quarter of fiscal 2014 to $84 million in the second quarter of fiscal 2015, as well as higher development and franchise fees resulting from an increase in store openings. Domestic Franchise same store sales rose 3.8% in the second quarter of fiscal 2015.

Certain franchisees’ license agreements provide that the franchisees may develop, with the Company’s consent, additional Krispy Kreme shops within the franchise territory without payment of initial franchise or development fees. Accordingly, some shop openings by domestic franchisees do not result in the recognition of such fees.

The increase in other Domestic Franchise revenues principally reflects rental income charged to a franchisee for stores leased or subleased to the franchisees in connection with the Dallas refranchising transaction in the second quarter of fiscal 2014 and rental income charged to another franchisee in connection with the Company’s acquisition of the land, building and doughnut-making equipment at a facility in Illinois in December 2013 as more fully described in Note 13 to the consolidated financial statements appearing elsewhere herein. The Company assumed operation of this facility for its own account in July 2014. The Company has received a notice that its Dallas franchisee intends to exercise its option to purchase the two stores leased to it by the Company.

Domestic Franchise segment operating expenses include costs to recruit new domestic franchisees, to assist in domestic store openings, and to monitor and aid in the performance of domestic franchise stores, as well as allocated corporate costs.

Domestic franchisees opened three stores and closed one in the second quarter of fiscal 2015. As of August 3, 2014, development agreements for territories in the United States provide for the development of approximately 100 additional stores through fiscal 2021. Royalty revenues are directly related to sales by franchise stores and, accordingly, the success of franchisees’ operations has a direct effect on the Company’s revenues, results of operations and cash flows.

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International Franchise

Three Months Ended
August 3,       August 4,
2014 2013
(In thousands)
Revenues:
       Royalties $       7,044 $       5,812
       Development and franchise fees 490 245
              Total revenues 7,534 6,057
 
Operating expenses:
       Segment operating expenses 2,121 1,517
       Depreciation expense 2 1
       Allocated corporate overhead 300 300
              Total operating expenses 2,423 1,818
Segment operating income $ 5,111 $ 4,239

International Franchise royalties increased 21.2%, driven by an increase in sales by international franchise stores from $103 million in the second quarter of fiscal 2014 to $115 million in the second quarter of fiscal 2015. Changes in the rates of exchange between the U.S. dollar and the foreign currencies in which the Company’s international franchisees do business increased sales by international franchisees measured in U.S. dollars by approximately $2.2 million in the second quarter of fiscal 2015 compared to the second quarter of fiscal 2014, which positively affected international royalty revenues by approximately $130,000. Excluding the effects of exchange rates, sales by international franchisees rose 9.3%. The Company recognized royalty revenue of approximately $900,000 and $320,000 collected during the second quarter of fiscal 2015 and 2014, respectively, related to franchisee sales in prior periods which had not previously been recorded as revenue due to the uncertainty surrounding the collection of these royalties. Substantially all of the amounts relate to a single franchisee. There is no prescribed repayment schedule for the remaining $1.9 million owed to the Company by the franchisee and the Company therefore cannot predict the amount or timing of future payments, if any, on this obligation. Accordingly, the Company has not recognized such amount in the financial statements.

International Franchise same store sales, measured on a constant currency basis to eliminate the effects of changing exchange rates between foreign currencies and the U.S. dollar (“constant dollar same store sales”), fell 2.4%. The decline in International Franchise same store sales reflects, among other things, the normal cannibalization effects on initial stores in new markets of additional store openings in those markets.

Constant dollar same store sales in established markets fell 0.3% in the second quarter of fiscal 2015 and fell 4.6% in new markets. “Established markets” means countries in which the first Krispy Kreme store opened before fiscal 2007. Sales at stores in established markets comprised 54% of aggregate constant dollar same store sales for the second quarter of fiscal 2015. While the Company considers countries in which Krispy Kreme first opened before fiscal 2007 to be established markets, franchisees in those markets continue to develop their business. Of the 582 international shops currently in operation that opened since the beginning of fiscal 2007, 241 shops are in these established markets.

International Franchise operating expenses include costs to recruit new international franchisees, to assist in international store openings, and to monitor and aid in the performance of international franchise stores, as well as allocated corporate costs. International Franchise operating expenses increased to $2.1 million in the second quarter of fiscal 2015 from $1.5 million in the second quarter of fiscal 2014, principally reflecting higher personnel and personnel-related costs and other costs to support continuing and anticipated international growth. Operating expenses in the second quarter of fiscal 2015 include a provision for potential uncollectible accounts of approximately $180,000 related to a single franchisee, compared to a net credit in bad debt expense of approximately $120,000 in the second quarter of fiscal 2014 resulting principally from recoveries of accounts previously written-off.

International franchisees opened 30 stores and closed four stores in the second quarter of fiscal 2015. As of August 3, 2014, development agreements for territories outside the United States provide for the development of approximately 340 additional stores through fiscal 2019. Royalty revenues are directly related to sales by franchise stores and, accordingly, the success of franchisees’ operations has a direct effect on the Company’s revenues, results of operations and cash flows.

KK Supply Chain

The components of KK Supply Chain revenues and expenses (expressed in dollars and as a percentage of total revenues before intersegment sales elimination) are set forth in the table below (percentage amounts may not add to totals due to rounding).

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Percentage of Total Revenues
Before Intersegment
Sales Elimination
Three Months Ended Three Months Ended
August 3,       August 4,       August 3,       August 4,
2014 2013 2014 2013
(In thousands)
Revenues:
       Doughnut mixes $       21,061 $       19,885 35.4  % 34.8  %
       Other ingredients, packaging and supplies 34,925 34,109 58.7 59.6
       Equipment 2,814 2,523 4.7 4.4
       Fuel surcharge 703 684 1.2 1.2
              Total revenues before intersegment sales elimination 59,503 57,201        100.0        100.0
 
Operating expenses:
       Cost of sales:
              Cost of goods produced and purchased 40,540 39,308 68.1 68.7
              Loss on agricultural derivatives 1,341 410 2.3 0.7
              Inbound freight 1,714 1,611 2.9 2.8
                     Total cost of sales 43,595 41,329 73.3 72.3
       Distribution costs 3,678 3,528 6.2 6.2
       Other segment operating costs 3,278 2,873 5.5 5.0
       Depreciation expense 163 172 0.3 0.3
       Allocated corporate overhead 300 300 0.5 0.5
              Total operating costs 51,014 48,202 85.7 84.3
Segment operating income $ 8,489 $ 8,999 14.3  % 15.7  %

Sales of doughnut mixes rose 5.9% year-over-year in the second quarter of fiscal 2015, principally due to higher unit volumes partially offset by slightly lower selling prices.

Sales of other ingredients, packaging and supplies, made principally to Company and Domestic Franchise stores, rose 2.4% year-over-year in the second quarter of fiscal 2015 due to higher unit volumes partially offset by slightly lower selling prices.

While systemwide sales at Company and Domestic Franchise stores rose in the second quarter of fiscal 2015 compared to the second quarter of the preceding fiscal year, a greater percentage of such sales was to on-premises customers compared to wholesale customers. On-premises sales at Company and Domestic Franchise stores generate proportionately lower KK Supply Chain sales than do sales to wholesale customers.

KK Supply Chain utilizes a fuel surcharge program. Charges under the program are based upon the excess, if any, of the price of diesel fuel over a pre-established base level, with the base level generally adjusted annually.

KK Supply Chain cost of sales increased to 73.3% of revenues in the second quarter of fiscal 2015 from 72.3% of revenues in the second quarter of the preceding fiscal year. Substantially all of the increase reflects net losses on agricultural derivative positions of $1.3 million in the second quarter of fiscal 2015 compared to net losses of $410,000 in the second quarter of fiscal 2014. The Company has not designated any of its derivative positions as cash flow hedges and, accordingly, changes in the market value of those positions are reflected in earnings as they occur.

Other segment operating costs include segment management, purchasing, customer service and support, laboratory and quality control costs, and research and development expenses.

Franchisees opened 33 stores and closed five stores in the second quarter of fiscal 2015. A substantial portion of KK Supply Chain’s revenues are directly related to sales by franchise stores and, accordingly, the success of franchisees’ operations has a direct effect on the Company’s revenues, results of operations and cash flows.

A significant portion of franchise store sales is attributable to sales by franchisees outside the United States. The Company sells doughnut mixes, either manufactured by the Company in the United States or blended by contract mix manufacturers using concentrates supplied by the Company, to all its international franchisees. Most of these franchisees purchase substantially all other ingredients, packaging and supplies through sourcing arrangements approved by the Company. Accordingly, KK Supply Chain revenues are less correlated with sales by international franchisees than with sales by domestic franchisees, which purchase substantially all of their ingredients from KK Supply Chain. Like all international businesses, the Company and its international franchisees must address the risks of international trade, including taxes, tariffs, duties and transportation costs, which can affect the franchisees’ product costs and therefore indirectly affect the pace of development. The Company, in cooperation with its international franchisees, continually seeks to mitigate the impact of these factors. For example, the Company has developed premix and concentrate doughnut mix production models, and has been continuously pursuing alternative sourcing arrangements in various markets.

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General and Administrative Expenses

General and administrative expenses consist of costs incurred in various functional areas whose activities are not associated exclusively with an individual business segment. Such costs include expenses associated with finance and accounting; internal and external financial reporting, including financial planning and analysis; internal audit; human resources; risk management; information technology; training; corporate office occupancy; public company costs; and executive management. Certain personnel and other costs in some of these functional areas (for example, some of the costs of information technology and human resources) are associated primarily with the operation of individual business segments, and are allocated to those segments as allocated corporate costs. General and administrative expenses in the consolidated statement of income are presented net of such allocated costs, which are reflected in the results of operations of the four operating segments. Such allocated costs totaled $1.8 million in the second quarter of fiscal 2015 and 2014.

General and administrative expenses increased to $6.7 million in the second quarter of fiscal 2015 from $5.7 million in the second quarter of fiscal 2014, and as a percentage of revenues increased to 5.6% from 5.0%.

General and administrative expenses include incremental costs of approximately $900,000 in the second quarter of fiscal 2015 related to the implementation of a new enterprise resource planning system. There were no comparable costs in the second quarter of fiscal 2014.

The increase in general and administrative expenses in the second quarter of fiscal 2015 also reflects higher executive compensation costs related to the transition to a new chief executive officer, partially offset by a decrease in provisions for incentive compensation.

Interest Expense

The components of interest expense are as follows:

Three Months Ended
August 3,        August 4,
2014 2013
(In thousands)
Interest accruing on outstanding term loan indebtedness $       - $       106
Letter of credit and unused revolver fees 40 61
Amortization of cost of interest rate derivatives - 20
Amortization of deferred financing costs 27 107
Other (including interest on lease obligations) 95 60
$ 162 $ 354

On July 12, 2013, the Company retired its secured credit facilities and repaid the $21.7 million remaining balance of its term loan as described in Note 7 to the consolidated financial statements appearing elsewhere herein.

Loss on Retirement of Debt

The Company recorded a charge of $967,000 in the second quarter of fiscal 2014 related to the retirement of the Company’s secured credit facilities, consisting of a $451,000 write-off of unamortized deferred financing costs related principally to the Company’s term loan, which was retired in full, and a $516,000 write-off related to the termination of an interest rate hedge related to the term loan. The $516,000 charge related to the interest rate hedge was reclassified from accumulated other comprehensive income to “Loss on retirement of debt” in the consolidated statement of income because the hedged forecasted transaction (interest on the term loan) would not occur.

44



Equity in Losses of Equity Method Franchisees

The Company recorded equity in the losses of equity method franchisees of $61,000 in the second quarter of fiscal 2015 compared to losses of $60,000 in the second quarter of fiscal 2014. This caption represents the Company’s share of operating results of equity method franchisees which develop and operate Krispy Kreme stores.

Other Non-Operating Income and (Expense), Net

Other non-operating income and (expense), net in the second quarter of fiscal 2015 includes payments of approximately $150,000 received from an equity method franchisee in reimbursement for amounts paid by the Company in fiscal 2014 pursuant to the Company’s guarantee of the investee’s indebtedness. Such repayments are being reflected in income as received due to the uncertainty of their continued collection as more fully described in Note 4 to the consolidated financial statements appearing elsewhere herein.

Provision for Income Taxes

The Company’s effective tax rate for the second quarter of fiscal 2015 was 40% compared to 49% for the second quarter of fiscal 2014. Included in income tax expense for the second quarter of fiscal 2014 is a charge of approximately $686,000 (approximately 7.4% of pretax income) to revalue the Company’s deferred income tax assets to reflect a reduction in the North Carolina corporate income tax rate enacted by the North Carolina state legislature during the second quarter of fiscal 2014, as described in Note 3 to the consolidated financial statements appearing elsewhere herein.

The portion of the income tax provision representing taxes estimated to be payable currently was $639,000 and $626,000 in the second quarter of fiscal 2015 and fiscal 2014, respectively, consisting principally of foreign withholding taxes related to royalties and franchise fees paid to the Company by international franchisees. The current provision for income taxes also reflects adjustments to accruals for uncertain tax positions, including potential interest and penalties which could result from the resolution of such uncertainties.

The Company’s estimated annual effective income tax rate on GAAP ordinary income for fiscal 2015 is 40%. Management’s estimate of the fiscal 2015 effective income tax rate is subject to revision in subsequent quarters as additional information becomes available.

See “Results of Operations – Three months ended August 3, 2014 compared to three months ended August 4, 2013 – Non-GAAP Measures” above for non-GAAP financial information and related reconciliation to GAAP measures intended to illustrate the material difference between the Company’s income tax expense and income taxes currently payable. These non-GAAP performance measures are consistent with other measurements made by management in the operation of the business which do not consider income taxes except to the extent to which those taxes currently are payable, for example, capital allocation decisions and incentive compensation measurements that are made on a pretax basis.

Net Income

The Company reported net income of $5.8 million for the three months ended August 3, 2014 and $4.7 million for the three months ended August 4, 2013.

Six months ended August 3, 2014 compared to six months ended August 4, 2013

The following discussion of the Company’s results of operations should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere herein.

Non-GAAP Measures

The Company has substantial net operating loss carryforwards and, accordingly, the Company’s cash payments for income taxes are not significant and are expected to remain insignificant for the foreseeable future. See “Provision for Income Taxes” below.

Management evaluates the Company’s results of operations using, among other measures, adjusted net income and adjusted earnings per share, which reflect the provision for income taxes only to the extent such taxes are currently payable in cash. In addition, management excludes from adjusted net income charges and credits that are unusual and infrequently occurring. Management believes adjusted net income and adjusted earnings per share are useful performance measures because they more closely measure the cash flows generated by the Company’s operations and the trends in those cash flows than do GAAP net income and earnings per share, and because they exclude the effects of transactions that are not indicative of the Company’s ongoing results of operations.

45



In the second quarter of fiscal 2014, the Company recorded a charge of $967,000 related to the retirement of its secured credit facilities, consisting of the writeoff of unamortized deferred financing costs related to the Company’s term loan, which was retired in full, and the termination of an interest rate hedge related to the term loan. Charges of this nature are not expected to recur on a regular basis.

The following presentation of adjusted net income, the related reconciliation of adjusted net income to GAAP net income, and the presentation of adjusted earnings per share are intended to illustrate the material difference between the Company’s income tax expense and income taxes currently payable, and to facilitate comparisons of the first six months of fiscal 2015 results with the Company’s results for the first six months of fiscal 2014 in light of the costs incurred in connection with the retirement of the term loan. These non-GAAP performance measures are consistent with other measurements made by management in the operation of the business which do not consider income taxes except to the extent to which those taxes currently are payable, for example, capital allocation decisions and incentive compensation measurements that are made on a pretax basis.

Six Months Ended
August 3, August 4,
2014       2013
(In thousands, except per share amounts)
Net income, as reported $     15,408 $     12,716
Loss on retirement of debt - 967
Provision for deferred income taxes 9,388 10,050
Adjusted net income $ 24,796 $ 23,733
  
Adjusted earnings per common share:
       Basic $ 0.37 $ 0.35
       Diluted $ 0.36 $ 0.34
 
Weighted average shares outstanding:
       Basic 66,265 67,139
       Diluted 69,236 70,833

Overview

Total revenues rose 3.7% to $242.1 million for the six months ended August 3, 2014 compared to $233.4 million for the six months ended August 4, 2013. Consolidated operating income was $25.8 million at both periods, and consolidated net income was $15.4 million compared to $12.7 million.

Revenues by business segment (expressed in dollars and as a percentage of total revenues) are set forth in the table below (percentage amounts may not add to totals due to rounding).

46



Six Months Ended
August 3, August 4,
2014       2013
(Dollars in thousands)
Revenues by business segment:
       Company Stores $      158,983 $      157,610
       Domestic Franchise 6,795 5,670
       International Franchise 14,115 12,502
       KK Supply Chain:
              Total revenues 119,815 117,012
              Less - intersegment sales elimination (57,612 ) (59,440 )
                     External KK Supply Chain revenues 62,203 57,572
                            Total revenues $ 242,096 $ 233,354
 
Segment revenues as a percentage of total revenues:
       Company Stores 65.7 % 67.5 %
       Domestic Franchise 2.8   2.4
       International Franchise 5.8 5.4
       KK Supply Chain (external sales) 25.7 24.7
  100.0 % 100.0 %
 
Segment operating results:
       Company Stores $ 5,677 $ 7,104
       Domestic Franchise 4,056 2,965
       International Franchise 9,391 8,770
       KK Supply Chain 21,243 19,238
              Total segment operating income 40,367 38,077
       General and administrative expenses (13,784 ) (11,710 )
       Corporate depreciation and amortization expense (733 ) (571 )
       Impairment charges and lease termination costs (46 ) (12 )
                     Consolidated operating income 25,804 25,784
       Interest income 235 131
       Interest expense (305 ) (791 )
       Loss on retirement of debt - (967 )
       Equity in losses of equity method franchisee (118 ) (113 )
       Other non-operating income and (expense), net 320 (6 )
       Income before income taxes 25,936 24,038
       Provision for income taxes 10,528 11,322
       Consolidated net income $ 15,408 $ 12,716

A discussion of the revenues and operating results of each of the Company’s four business segments follows, together with a discussion of income statement line items not associated with specific segments.

Company Stores

The components of Company Stores revenues and expenses (expressed in dollars and as a percentage of total revenues) are set forth in the table below (percentage amounts may not add to totals due to rounding).

47



Percentage of Total Revenues
Six Months Ended Six Months Ended
August 3, August 4, August 3, August 4,
2014 2013 2014 2013
(In thousands)
Revenues:                  
       On-premises sales:    
              Retail sales $      72,231 $      69,598 45.4 % 44.2 %
              Fundraising sales 7,675 7,336 4.8 4.7
                     Total on-premises sales 79,906 76,934 50.3 48.8
       Wholesale sales:
              Grocers/mass merchants 48,103 49,171 30.3 31.2
              Convenience stores 28,993 29,538 18.2 18.7
              Other wholesale 1,981 1,967 1.2 1.2
                     Total wholesale sales 79,077 80,676 49.7 51.2
                            Total revenues 158,983 157,610         100.0         100.0
 
Operating expenses:
       Cost of sales:
              Food, beverage and packaging 59,149 59,411 37.2 37.7
              Shop labor 28,357 27,655 17.8 17.5
              Delivery labor 12,330 12,448 7.8 7.9
              Employee benefits 10,398 10,924 6.5 6.9
                     Total cost of sales 110,234 110,438 69.3 70.1
              Vehicle costs(1) 8,537 8,658 5.4 5.5
              Occupancy(2) 5,312 5,017 3.3 3.2
              Utilities expense 3,145 2,988 2.0 1.9
              Depreciation expense 5,041 4,528 3.2 2.9
              Business acquisition charges 431 - 0.3 -
              Gain on refranchising - (876 ) - (0.6 )
              Other store operating expenses 11,752 10,333 7.4 6.6
                     Total store level costs 144,452 141,086 90.9   89.5
       Store operating income 14,531   16,524   9.1 10.5
       Other segment operating costs(3)   6,704 7,270 4.2 4.6
       Allocated corporate overhead 2,150 2,150 1.4 1.4
Segment operating income $      5,677 $      7,104 3.6 % 4.5 %

(1)        Includes fuel, maintenance and repairs, rent, taxes and other costs of operating the delivery fleet, exclusive of depreciation.
(2) Includes rent, property taxes, common area maintenance charges, insurance, building maintenance and other occupancy costs, exclusive of utilities and depreciation.
(3) Includes marketing costs not charged to stores, segment management costs, wholesale selling expenses and support functions.

Sales at Company Stores increased 0.9% to $159.0 million in the first six months ended August 3, 2014 from $157.6 million in the first six months ended August 4, 2013.

48



A reconciliation of Company Stores segment sales for the six months ended August 4, 2013 to the six months ended August 3, 2014 follows:

On-Premises Wholesale Total
(In thousands)
Sales for the six months ended August 4, 2013 $      76,934       $      80,676       $      157,610  
Fiscal 2014 sales at closed stores (1,286 ) (892 ) (2,178 )
Fiscal 2014 sales at stores refranchised in fiscal 2014 (2,075 ) (1,715 ) (3,790 )
Increase (decrease) in sales at established stores (open stores only) (520 )   488 (32 )
Increase in sales at stores opened in fiscal 2014 3,752 -   3,752
Sales at stores acquired in fiscal 2015 1,032 520 1,552
Sales at stores opened in fiscal 2015 2,069 - 2,069
Sales for the six months ended August 3, 2014 $ 79,906 $ 79,077 $ 158,983

On-premises sales

On-premises sales increased 3.9% to $79.9 million in the first six months of fiscal 2015.

The following table presents on-premises sales metrics for Company stores:

Six Months Ended
August 3, August 4,
2014       2013
On-premises:
       Change in same store sales (0.2 ) % 11.4   %
       Change in same store customer count (retail sales only) (1.8 ) % 9.7 %
       Average guest check (retail sales only) $       7.56 $       7.49

The components of the change in same store sales at Company stores are as follows:

Six Months Ended
August 3,       August 4,
2014 2013
Change in same store sales:  
       Retail pricing 2.1 % 3.3 %
       Guest check average (exclusive of the effects of pricing) (1.1 ) (0.4 )
       Customer count (1.6 ) 8.4
       Fundraising pricing 0.5 -
       Other (0.1 ) 0.1
       Total       (0.2 ) %       11.4 %

Retail and fundraising price increases implemented in the first quarter of fiscal 2015 drove increases in same store sales of 2.1 and 0.5 percentage points, respectively, exclusive of any effects of higher pricing on unit volumes; such effects are difficult to measure reliably. On February 3, 2014, the Company implemented retail price increases affecting items comprising approximately 70% of retail sales; the average price increase on these items was approximately 3%. The Company implemented somewhat larger retail price increases approximately one year earlier. On March 3, 2014, the Company implemented a fundraising price increase of approximately 9%.

The positive effects of the fiscal 2015 pricing actions on same store sales (2.6 percentage points in the aggregate) were offset by a decline in non-pricing changes in the average guest check, which reduced same store sales by 1.1 percentage points and customer traffic, which reduced same store sales by 1.6 percentage points. The Company believes a decrease in average guest check resulting from an increase in consumer incentives in first six months of fiscal 2015 was partially offset by a positive change in sales mix. The Company believes that severe and unusual weather in many of the geographic areas in which the Company’s shops are located adversely affected traffic during the first quarter of fiscal 2015. In addition, the Company believes that normal cannibalization effects from new stores in some markets in which the Company is opening additional stores negatively affected traffic at existing shops in those markets, which adversely affected same store customer traffic during the first six months of fiscal 2015. The Company’s goal is to increase total sales of its products and the Company’s profitability in each market it serves by adding additional Krispy Kreme shops in markets the Company believes it has not fully penetrated.

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The Company believes that growth in same store customer traffic was an important contributor to the expansion of operating margin in the Company Stores segment in fiscal 2013 and fiscal 2014. The contribution to same store sales from higher customer traffic has declined from its peak of 11.2% in the fourth quarter of fiscal 2013. Lower traffic reduced same store sales by 1.6 percentage points in the first six months of fiscal 2015, at least in part due to the adverse effects of weather conditions in the first quarter. The Company continuously evaluates and adjusts it marketing, promotional and operational activities and techniques with the goal of increasing customer traffic in its shops, which management believes will continue to be an important factor in the profitability of the Company Stores business segment.

Wholesale sales

The following table presents wholesale sales metrics for Company stores:

Six Months Ended
August 3,       August 4,
2014 2013
Wholesale:
       Grocers/mass merchants:
              Change in average weekly number of doors (1.4 ) % (4.8 ) %
              Change in average weekly sales per door        (0.6 ) %        12.5 %
       Convenience stores:
              Change in average weekly number of doors 3.5 % (0.9 ) %
              Change in average weekly sales per door (4.9 ) % 6.9 %

Sales to grocers and mass merchants decreased 2.2% to $48.1 million, reflecting a 0.6% decline in average weekly sales per door and a 1.4% decline in the average number of doors served. The decline in the average number of doors served in the grocery/mass merchant channel reflects the refranchising of stores in the Kansas/Missouri and Dallas markets in fiscal 2014 partially offset by the increase in doors resulting from the acquisition of stores in the Birmingham, Alabama market in the second quarter of fiscal 2015. Sales of packaged products comprise substantially all of the Company’s sales to grocers and mass merchants.

Sales to convenience stores decreased 1.8% to $29.0 million, reflecting a 4.9% decrease in average weekly sales per door, partially offset by a 3.5% increase in the average number of doors served. The majority of the door growth in the first six months of fiscal 2015 reflects new doors at existing customers and the increase in doors resulting from the acquisition of stores in the Birmingham, Alabama market in the second quarter of fiscal 2015. The increase in the average number of doors served in the convenience store channel was partially offset by the reduction of doors associated with the refranchising of stores in the Kansas/Missouri and Dallas markets in fiscal 2014. Sales of loose unpackaged products comprise approximately 80% of sales to convenience store customers, with the balance comprised of sales of packaged products.

Costs and expenses

Total cost of sales as a percentage of revenues decreased by 0.8 percentage points from the first six months of fiscal 2014 to 69.3% in the first six months of fiscal 2015.

The cost of food, beverage and packaging as a percentage of revenues decreased by 0.5 percentage points from the first six months of fiscal 2014. The decrease reflects, among other things, a greater percentage of sales derived from on-premises customers compared to first six months of fiscal 2014. The cost of food, beverage and packaging as a percentage of sales is often greater in the wholesale distribution channel compared to the on-premises channel because average product selling prices generally are lower in the wholesale distribution channel and because of the effect of returns in the wholesale distribution channel. Input costs of food, beverage and packaging were, in the aggregate, largely unchanged in the first six months of fiscal 2015 compared to the prior year period.

KK Supply Chain, which sells doughnut mixes, other ingredients and supplies to Company and franchise stores, has entered into contracts to purchase the majority of its remaining fiscal 2015 flour and shortening requirements, and all of its estimated sugar requirements. For fiscal 2016, KK Supply Chain has entered into contracts to purchase substantially all of its estimated sugar requirements.

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The Company is self-insured for workers’ compensation, vehicle and general liability claims, but maintains stop-loss coverage for individual claims exceeding certain amounts. The Company provides for claims under these self-insured programs using actuarial methods as described in the 2014 Form 10-K, and periodically updates actuarial valuations of its self-insurance reserves. Such periodic actuarial valuations result in changes over time in the estimated amounts which ultimately will be paid for claims under these programs to reflect the Company’s actual claims experience for each policy year as well as trends in claims experience over multiple years. Such claims, particularly workers’ compensation claims, often are paid over a number of years following the year in which the insured events occur, and the estimated ultimate cost of each year’s claims accordingly is adjusted over time as additional information becomes available. As a result of the Company’s periodic update of its actuarial valuation, the Company recorded favorable adjustments to its self-insurance claims liabilities related to prior policy years of approximately $780,000 in the first six months of fiscal 2015 and $550,000 in the first six months of fiscal 2014. The $780,000 favorable adjustment recorded in the first six months of fiscal 2015 includes a favorable adjustment relating to workers’ compensation liability claims of approximately $630,000 included in employee benefits, a favorable adjustment relating to vehicle liability claims of approximately $90,000 included in vehicle costs, and a favorable adjustment relating to general liability claims of approximately $60,000 included in other operating costs. The $550,000 favorable adjustment recorded in the first six months of fiscal 2014 includes a favorable adjustment relating to workers’ compensation liability claims of approximately $390,000 included in employee benefits, a favorable adjustment relating to vehicle liability claims of approximately $50,000 included in vehicle costs, and a favorable adjustment relating to general liability claims of approximately $110,000 included in other operating costs.

Depreciation expense increased due to construction of new stores and store refurbishments at existing stores.

During the second quarter of fiscal 2015, the Company recorded charges of $431,000 related to the acquisition of the business and operating assets of its franchisee in Birmingham, Alabama as more fully described in Note 13 to the consolidated financial statements included elsewhere herein. The charges principally reflect the settlement as part of the acquisition of the pre-existing franchise contract between the Company and the franchisee, certain terms of which were unfavorable, from the Company’s point of view, to current market terms of $343,000 and transaction costs related to the acquisition of $88,000.

During the second quarter of fiscal 2014, the Company refranchised three stores in the Dallas market to a new franchisee as more fully described in Note 13 to the consolidated financial statements appearing elsewhere herein. The Company recorded a gain of $876,000 on the refranchising transaction.

Other store operating expenses increased to $11.8 million (7.4% of revenues) in the first six months of fiscal 2015 from $10.3 million (6.6% of revenues) in the first six months of fiscal 2014. The increase reflects, among other things, higher marketing and promotional activities during the first six months of fiscal 2015 compared to the first six months of fiscal 2014, particularly in the second quarter.

Other segment operating costs in the six months of fiscal 2014 included approximately $720,000 in legal costs related to the litigation associated with the Company’s former landlord in Lorton, Virginia which was settled in the fourth quarter of fiscal 2014.

Many store level operating costs are fixed or semi-fixed in nature and, accordingly, store profit margins are sensitive to changes in sales volumes.

Domestic Franchise

Six Months Ended
August 3, August 4,
2014       2013
(In thousands)
Revenues:
       Royalties $     6,053 $     5,410
       Development and franchise fees 295 25
       Other 447