UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the quarterly period ended March 30, 2008
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE
ACT OF
1934
|
Commission
file number 0-32233
PEET’S
COFFEE & TEA, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Washington
|
|
91-0863396
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
1400
Park Avenue
Emeryville,
California 94608-3520
(Address
of Principal Executive Offices)(Zip Code)
(510)
594-2100
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, no par value
Securities
registered pursuant to Section 12(g) of the Act:
None
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
x
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
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large
Accelerated Filer
o
|
|
Accelerated
Filer
x
|
Non-Accelerated
Filer
o
|
|
Smaller
reporting company
o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2). Yes
o
No
x
As
of May
4, 2008, 13,966,527 shares of registrant’s Common Stock were
outstanding.
|
INDEX
|
|
|
|
Page
|
PART
I
|
FINANCIAL
INFORMATION
|
|
|
|
|
Item
1.
|
Consolidated
Financial Statements
|
3
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
11
|
Item
3.
|
Quantitative
and Qualitative Disclosure About Market Risk
|
14
|
Item
4.
|
Controls
and Procedures
|
14
|
|
|
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
15
|
Item
1A.
|
Risk
Factors
|
15
|
Item
6.
|
Exhibits
|
15
|
|
Signatures
|
16
|
PART
I
–
FINANCIAL
INFORMATION
ITEM
1. CONSOLIDATED FINANCIAL STATEMENTS
PEET’S
COFFEE & TEA, INC.
CONSOLIDATED
BALANCE SHEETS
(Unaudited,
in thousands, except share amounts)
|
|
March
30,
2008
|
|
December
30,
2007
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
17,763
|
|
$
|
15,312
|
|
Short-term
marketable securities
|
|
|
11,167
|
|
|
7,932
|
|
Accounts
receivable, net
|
|
|
8,331
|
|
|
8,287
|
|
Inventories
|
|
|
22,473
|
|
|
24,483
|
|
Deferred
income taxes - current
|
|
|
2,950
|
|
|
2,950
|
|
Prepaid
expenses and other
|
|
|
4,463
|
|
|
4,285
|
|
Total
current assets
|
|
|
67,147
|
|
|
63,249
|
|
|
|
|
|
|
|
|
|
Long-term
marketable securities
|
|
|
3,769
|
|
|
7,831
|
|
Property
and equipment, net
|
|
|
105,206
|
|
|
99,231
|
|
Deferred
income taxes - non current
|
|
|
3,353
|
|
|
3,353
|
|
Other
assets, net
|
|
|
3,856
|
|
|
3,883
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
183,331
|
|
$
|
177,547
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable and other accrued liabilities
|
|
$
|
12,602
|
|
$
|
10,104
|
|
Accrued
compensation and benefits
|
|
|
9,408
|
|
|
8,909
|
|
Deferred
revenue
|
|
|
4,711
|
|
|
5,856
|
|
Total
current liabilities
|
|
|
26,721
|
|
|
24,869
|
|
|
|
|
|
|
|
|
|
Deferred
lease credits and other long-term liabilities
|
|
|
5,954
|
|
|
5,425
|
|
Total
liabilities
|
|
|
32,675
|
|
|
30,294
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
|
|
Common
stock, no par value; authorized 50,000,000 shares; issued and
outstanding:13,961,000 and 13,932,000 shares
|
|
|
105,847
|
|
|
104,616
|
|
Accumulated
other comprehensive income
|
|
|
133
|
|
|
52
|
|
Retained
earnings
|
|
|
44,676
|
|
|
42,585
|
|
|
|
|
|
|
|
|
|
Total
shareholders' equity
|
|
|
150,656
|
|
|
147,253
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
$
|
183,331
|
|
$
|
177,547
|
|
See
notes
to consolidated financial statements.
PEET’S
COFFEE & TEA, INC.
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited,
in thousands, except per share amounts)
|
|
Thirteen
weeks ended
|
|
|
|
March
30,
2008
|
|
April
1,
2007
|
|
|
|
|
|
|
|
Retail
stores
|
|
$
|
44,609
|
|
$
|
39,023
|
|
Specialty
sales
|
|
|
22,526
|
|
|
18,490
|
|
Net
revenue
|
|
|
67,135
|
|
|
57,513
|
|
|
|
|
|
|
|
|
|
Cost
of sales and related occupancy expenses
|
|
|
31,989
|
|
|
27,190
|
|
Operating
expenses
|
|
|
23,529
|
|
|
19,813
|
|
General
and administrative expenses
|
|
|
5,562
|
|
|
5,943
|
|
Depreciation
and amortization expenses
|
|
|
3,070
|
|
|
2,730
|
|
Total
costs and expenses from operations
|
|
|
64,150
|
|
|
55,676
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
2,985
|
|
|
1,837
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
304
|
|
|
425
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
3,289
|
|
|
2,262
|
|
|
|
|
|
|
|
|
|
Income
tax provision
|
|
|
1,198
|
|
|
846
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
2,091
|
|
$
|
1,416
|
|
|
|
|
|
|
|
|
|
Net
income per share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.15
|
|
$
|
0.10
|
|
Diluted
|
|
$
|
0.15
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
Shares
used in calculation of net income per share:
|
|
|
|
|
|
|
|
Basic
|
|
|
13,956
|
|
|
13,516
|
|
Diluted
|
|
|
14,236
|
|
|
13,930
|
|
See
notes
to consolidated financial statements.
PEET’S
COFFEE & TEA, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited,
in thousands)
|
|
Thirteen
weeks ended
|
|
|
|
March
30,
|
|
April
1,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
2,091
|
|
$
|
1,416
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
3,605
|
|
|
3,144
|
|
Amortization
of interest purchased
|
|
|
60
|
|
|
50
|
|
Stock-based
compensation
|
|
|
668
|
|
|
715
|
|
Excess
tax benefit from exercise of stock options
|
|
|
(30
|
)
|
|
(2
|
)
|
Tax
benefit from exercise of stock options
|
|
|
19
|
|
|
2
|
|
Loss
on disposition of assets and asset impairment
|
|
|
49
|
|
|
7
|
|
Changes
in other assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable, net
|
|
|
(44
|
)
|
|
842
|
|
Inventories
|
|
|
2,010
|
|
|
398
|
|
Prepaid
expenses and other current assets
|
|
|
(178
|
)
|
|
(1,099
|
)
|
Other
assets
|
|
|
3
|
|
|
4
|
|
Accounts
payable, accrued liabilities and deferred revenue
|
|
|
1,075
|
|
|
(2,075
|
)
|
Deferred
lease credits and other long-term liabilities
|
|
|
529
|
|
|
307
|
|
Net
cash provided by operating activities
|
|
|
9,857
|
|
|
3,709
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
Purchases
of property and equipment
|
|
|
(8,828
|
)
|
|
(8,600
|
)
|
Proceeds
from sales and maturities of marketable securities
|
|
|
1,765
|
|
|
11,775
|
|
Purchases
of marketable securities
|
|
|
(917
|
)
|
|
(11,055
|
)
|
Net
cash used in investing activities
|
|
|
(7,980
|
)
|
|
(7,880
|
)
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
Net
proceeds from issuance of common stock
|
|
|
544
|
|
|
-
|
|
Excess
tax benefit from exercise of stock options
|
|
|
30
|
|
|
2
|
|
Net
cash provided by financing activities
|
|
|
574
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
|
|
2,451
|
|
|
(4,169
|
)
|
Cash
and cash equivalents, beginning of period
|
|
|
15,312
|
|
|
7,692
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$
|
17,763
|
|
$
|
3,523
|
|
|
|
|
|
|
|
|
|
Non-cash
investing activities:
|
|
|
|
|
|
|
|
Capital
expenditures incurred, but not yet paid
|
|
$
|
2,772
|
|
$
|
3,542
|
|
Other
cash flow information:
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
|
119
|
|
|
2,085
|
|
See
notes
to consolidated financial statements.
Peet’s
Coffee & Tea, Inc.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
The
accompanying consolidated financial statements of Peet’s Coffee & Tea, Inc.
and its subsidiaries (collectively, the “Company” or “Peet’s”) as of March 30,
2008 and for the thirteen weeks ended March 30, 2008 and April 1, 2007 are
unaudited and, in the opinion of management, contain all adjustments, consisting
only of normal recurring items, except as discussed below, necessary to present
fairly the financial position and results of operations for such periods.
The
information included in this Quarterly Report on Form 10-Q (this “Form 10-Q”)
should be read in conjunction with the Company’s annual consolidated financial
statements in Peet’s Annual Report on Form 10-K for the year ended December 30,
2007 (the “2007 Form 10-K”).
The
results of operations for the thirteen weeks ended March 30, 2008 are not
necessarily indicative of the results expected for the full year.
2.
|
Summary
of Significant Accounting
Policies
|
Comprehensive
Income
For
the
thirteen weeks ended March 30, 2008 and April 1, 2007, comprehensive income
was
$2,172,000 and $1,439,000, respectively. Comprehensive income consists of net
income and net unrealized gains and losses on investments.
Net
Income per Share
Basic
net
income per share is computed as net income divided by the weighted average
number of common shares outstanding for the period. Diluted net income per
share
reflects the potential dilution that could occur from common shares issued
through stock options. Anti-dilutive shares of 1,109,443 and 873,835 have been
excluded from diluted weighted average shares outstanding for the thirteen
week
periods ended March 30, 2008 and April 1, 2007, respectively.
The
number of incremental shares from the assumed exercise of stock options was
calculated by applying the treasury stock method. The following table summarizes
the differences between basic weighted average shares outstanding and diluted
weighted average shares outstanding used to compute diluted net income per
share
(in thousands):
|
|
13
weeks ended
|
|
|
|
March
30,
2008
|
|
April
1,
2007
|
|
|
|
|
|
|
|
Basic
weighted average shares outstanding
|
|
|
13,956
|
|
|
13,516
|
|
Incremental
shares from assumed exercise of stock options
|
|
|
281
|
|
|
414
|
|
Diluted
weighted average shares outstanding
|
|
|
14,236
|
|
|
13,930
|
|
Recently
Issued Accounting Standards
In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 157 “Fair Value Measurements” (SFAS
157). SFAS 157 introduces a framework for measuring fair value and
expands required disclosure about fair value measurements of assets and
liabilities. SFAS 157 for financial assets and liabilities is
effective for fiscal years beginning after November 15, 2007 and the Company
has
adopted the standard for those assets and liabilities as of the beginning of
the
2008 fiscal year and the impact of adoption was not significant. SFAS 157
defines fair value as the exchange price that would be received for an asset
or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. SFAS 157 also establishes a fair
value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
The standard describes three levels of inputs that may be used to measure fair
value:
Level
1
-
Quoted
prices in active markets for identical assets or liabilities.
Level
2 -
Inputs
other than quoted prices included within Level 1 that are either directly or
indirectly observable;
Level
3
-
Unobservable inputs that are supported by little or no market activity,
therefore requiring an entity to develop its own assumptions about the
assumptions that market participants would use in pricing.
The
Company utilizes the market approach, as defined as Level 1 in the fair value
hierarchy, to measure fair value for its financial assets and
liabilities. The market approach uses prices and other relevant
information generated by market transactions involving identical or comparable
assets or liabilities. Assets measured at fair value on a recurring basis are
summarized below:
|
|
March
30,
|
|
|
|
2008
|
|
|
|
|
|
Short-term
marketable securities
|
|
$
|
11,167
|
|
Long-term
marketable securities
|
|
|
3,769
|
|
Restricted
cash (included in other assets, net)
|
|
|
3,233
|
|
|
|
$
|
18,169
|
|
Unrealized
gains or losses on marketable securities and restricted cash are recorded in
accumulated other comprehensive income at each measurement date.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities — Including an amendment of FASB
Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to elect to
measure financial instruments and certain other items at fair value. Upon
adoption of SFAS 159, an entity may elect the fair value option for eligible
items that exist at the adoption date. Subsequent to the initial adoption,
the
election of the fair value option can only be made at initial recognition of
the
asset or liability or upon a re-measurement event that gives rise to new-basis
accounting. SFAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company has adopted the standard as of the beginning
of the 2008 fiscal year and the impact of adoption was not significant as the
Company did not elect to record additional items at fair value.
The
Company’s inventories consist of the following (in thousands):
|
|
March30,
|
|
December
30,
|
|
|
|
2008
|
|
2007
|
|
Green
coffee
|
|
$
|
14,539
|
|
$
|
15,421
|
|
Other
inventory
|
|
|
7,934
|
|
|
9,062
|
|
Total
|
|
$
|
22,473
|
|
$
|
24,483
|
|
4.
|
Stock
Option and Employee Stock Purchase
Plans
|
Stock
Option Plans
The
Company maintains several equity incentive plans under which it may currently
grant non-qualified stock options to employees and non-employee
directors.
Changes
in stock options were as follows:
|
|
Options
Outstanding
|
|
Weighted Average
Exercise Price
Per Share
|
|
Weighted Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at December 30, 2007
|
|
|
2,579,363
|
|
$
|
21.36
|
|
|
|
|
|
|
|
Granted
|
|
|
4,500
|
|
|
24.14
|
|
|
|
|
|
|
|
Canceled
|
|
|
(22,462
|
)
|
|
28.45
|
|
|
|
|
|
|
|
Exercised
|
|
|
(8,356
|
)
|
|
12.53
|
|
|
|
|
|
|
|
Oustanding
at March 30, 2008
|
|
|
2,553,045
|
|
|
21.32
|
|
|
6.15
|
|
$
|
9,406
|
|
Vested
or expected to vest, March 30, 2008
|
|
|
2,412,396
|
|
|
|
|
|
|
|
|
|
|
Exercisable
at March 30, 2008
|
|
|
1,832,045
|
|
|
18.73
|
|
|
5.28
|
|
|
9,406
|
|
Employee
Stock Purchase Plan
The
Company has an Employee Stock Purchase Plan (“ESPP”) where eligible employees
can choose to have up to 15% of their annual earnings withheld to purchase
the
Company’s common stock. The purchase price of stock is 85% of the lower of the
beginning of the offering period or end of the offering period market price.
The
Company authorized 200,000 shares of common stock available for issuance under
the ESPP, which will be increased as of each annual meeting of the Company’s
shareholders, until 2020, by the lesser of 200,000 shares or 1.5% of the number
of shares of common stock outstanding on that date. However, the Board of
Directors has the authority to increase the ESPP reserve by a smaller number
of
shares of common stock on that date. During the thirteen week period ended
March
30, 2008, employees purchased 20,427 of the Company’s common stock under the
plan at a weighted-average price of $21.50. At March 30, 2008, 951,735 shares
remain available for future issuance under the ESPP.
Stock-Based
Compensation
Total
stock-based compensation expense for the thirteen weeks ended March 30, 2008
was
$668,000 and consisted of stock option and ESPP expense of $619,000 and $50,000,
respectively. The related total tax benefit was $272,000 for the thirteen weeks
ended March 30, 200
8.
Stock-based compensation expense for the thirteen weeks ended April 1, 2007
was
$715,000 and consisted of stock option and ESPP expense of $644,000 and $71,000,
respectively. The related total tax benefit was $292,000 for the thirteen weeks
ended April 1, 2007. Stock-based compensation expense was recognized as follows
(in thousands):
|
|
Thirteen
weeks ended
|
|
|
|
March
30,
|
|
April
1,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Cost
of sales and related occupancy expenses
|
|
$
|
53
|
|
$
|
53
|
|
Operating
expenses
|
|
|
300
|
|
|
238
|
|
General
and administrative expenses
|
|
|
315
|
|
|
424
|
|
Total
|
|
$
|
668
|
|
$
|
715
|
|
The
fair
value of each option grant and ESPP award is estimated on the date of grant
using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model with the
following assumptions for the thirteen week periods ended March 30, 2008 and
April 1, 2007:
|
|
Stock
Options
|
|
ESPP
|
|
|
|
March
30,
2008
|
|
April
1,
2007
|
|
March
30,
2008
|
|
April
1,
2007
|
|
Expected
term (in years)
|
|
|
6.1
|
|
|
5.9
|
|
|
0.5
|
|
|
0.5
|
|
Expected
stock price volatility
|
|
|
30.8
|
%
|
|
34.1
|
%
|
|
22.5
|
%
|
|
27.8
|
%
|
Risk-free
interest rate
|
|
|
3.1
|
%
|
|
4.5
|
%
|
|
3.4
|
%
|
|
5.1
|
%
|
Expected
dividend yield
|
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
fair value per option granted
|
|
$
|
8.81
|
|
$
|
10.67
|
|
$
|
6.37
|
|
$
|
6.13
|
|
The
expected term of the options represents the estimated period of time from date
of option grant until exercise and is based on historical experience of similar
awards, giving consideration to the contractual terms, vesting schedules and
expectations of future employee behavior. Expected stock price volatility is
based on a combination of historical volatility and the implied volatility
of
the Company’s traded options. For grants prior to July 3, 2006, expected stock
price volatility was estimated using only the historical volatility of the
Company’s stock. The risk-free interest rate is based on the implied yield
available on U.S. Treasury zero-coupon issues with an equivalent term. The
Company has not paid dividends in the past and does not plan to pay dividends
in
the near future.
In
November 2006, a complaint styled as a shareholder derivative action was filed,
purportedly on behalf of Peet’s, against certain of our present and former
directors and officers. The complaint alleged that the defendants caused or
allowed improprieties in connection with certain stock option grants since
at
least 2001 and thereby breached their fiduciary duties to Peet’s and violated
specified provisions of the California Corporations Code. The complaint also
alleged that certain of our present and former directors and officers were
unjustly enriched as a result. Purportedly on behalf of Peet’s, the complaint
sought, among other things, damages, restitution and corporate governance
reforms. This complaint and a similar one were filed in the Superior Court
for
Alameda County, California and were subsequently consolidated into a single
action, and a separate, similar complaint was filed in February 2007 in the
United States District Court for the Northern District of California.
On
February 12, 2008, the United States District Court granted our motion for
dismissal of the federal shareholder derivative action. The court also granted
the plaintiff leave to file an amended complaint, and ordered that any amended
complaint be filed by February 29, 2008. Counsel for the plaintiffs in this
case
subsequently informed our attorneys that they did not intend to file an amended
complaint, and no amended complaint was filed on or before February 29, 2008.
On
March 21, 2008, the plaintiff in the consolidated action filed in the Alameda
County Superior Court voluntarily requested that the action be dismissed, and
the court entered the dismissal on March 25, 2008.
We
are
also subject to a variety of other claims arising in the ordinary course of
our
business, including personal injury claims, contract claims and claims alleging
violations of federal and state law regarding workplace and employment matters,
discrimination and similar matters, and we could become subject to class action
or other lawsuits related to these or different matters in the future.
Currently, the Company is not a party to any legal proceedings that management
believes would have a material adverse effect on the financial position or
results of operations of the Company.
The
Company operates in two reportable segments: retail and specialty sales. Retail
store operations consist of sales of whole bean coffee, beverages, tea and
related products through Company-operated retail stores. Specialty sales consist
of whole bean coffee sales through grocery, home delivery, foodservice and
office coffee accounts. Management evaluates segment performance primarily
based
on revenue and segment operating income. The following table presents certain
financial information for each segment. Segment operating income before taxes
excludes unallocated marketing expenses and general and administrative expenses.
Unallocated assets include cash, coffee inventory in the warehouse, corporate
headquarter assets and intangible and other assets (dollars in
thousands).
|
|
Retail
|
|
Specialty
|
|
Unallocated
|
|
Total
|
|
|
|
Amount
|
|
Percent
of
Net
Revenue
|
|
Amount
|
|
Percent
of
Net
Revenue
|
|
|
|
Amount
|
|
Percent
of
Net
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
thirteen weeks ended March 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
44,609
|
|
|
100.0
|
%
|
$
|
22,526
|
|
|
100.0
|
%
|
|
|
|
$
|
67,135
|
|
|
100.0
|
%
|
Cost
of sales and occupancy
|
|
|
20,356
|
|
|
45.6
|
%
|
|
11,633
|
|
|
51.6
|
%
|
|
|
|
|
31,989
|
|
|
47.6
|
%
|
Operating
expenses
|
|
|
19,026
|
|
|
42.7
|
%
|
|
4,503
|
|
|
20.0
|
%
|
|
|
|
|
23,529
|
|
|
35.0
|
%
|
Depreciation
and amortization
|
|
|
2,378
|
|
|
5.3
|
%
|
|
340
|
|
|
1.5
|
%
|
$
|
352
|
|
|
3,070
|
|
|
4.6
|
%
|
Segment
operating income (loss)
|
|
|
2,849
|
|
|
6.4
|
%
|
|
6,050
|
|
|
26.9
|
%
|
|
(5,914
|
)
|
|
2,985
|
|
|
4.4
|
%
|
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
304
|
|
|
304
|
|
|
|
|
Income
before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,289
|
|
|
|
|
Total
assets
|
|
|
60,361
|
|
|
|
|
|
13,562
|
|
|
|
|
|
109,408
|
|
|
183,331
|
|
|
|
|
Capital
expenditures
|
|
|
3,987
|
|
|
|
|
|
441
|
|
|
|
|
|
4,400
|
|
|
8,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the thirteen weeks ended April 1, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
39,023
|
|
|
100.0
|
%
|
$
|
18,490
|
|
|
100.0
|
%
|
|
|
|
$
|
57,513
|
|
|
100.0
|
%
|
Cost
of sales and occupancy
|
|
|
18,114
|
|
|
46.4
|
%
|
|
9,076
|
|
|
49.1
|
%
|
|
|
|
|
27,190
|
|
|
47.3
|
%
|
Operating
expenses
|
|
|
16,421
|
|
|
42.1
|
%
|
|
3,392
|
|
|
18.3
|
%
|
|
|
|
|
19,813
|
|
|
34.4
|
%
|
Depreciation
and amortization
|
|
|
2,141
|
|
|
5.5
|
%
|
|
327
|
|
|
1.8
|
%
|
$
|
262
|
|
|
2,730
|
|
|
4.7
|
%
|
Segment
operating income (loss)
|
|
|
2,347
|
|
|
6.0
|
%
|
|
5,695
|
|
|
30.8
|
%
|
|
(6,205
|
)
|
|
1,837
|
|
|
3.2
|
%
|
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
425
|
|
|
425
|
|
|
|
|
Income
before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,262
|
|
|
|
|
Total
assets
|
|
|
52,277
|
|
|
|
|
|
10,894
|
|
|
|
|
|
91,013
|
|
|
154,184
|
|
|
|
|
Capital
expenditures
|
|
|
6,288
|
|
|
|
|
|
170
|
|
|
|
|
|
2,142
|
|
|
8,600
|
|
|
|
|
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
You
should read the following discussion and analysis in conjunction with our
financial statements and related notes included elsewhere in this report. Except
for historical information, the discussion in this report contains certain
forward-looking statements that involve risks and uncertainties. We have based
these forward-looking statements on our current expectations and assumptions
about future events. In some cases, you can identify forward-looking statements
by terminology, such as “may,” “should,” “could,” “predict,” “potential,”
“continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,”
“estimate,” “forecast” and similar expressions (or the negative of such
expressions.) Forward-looking statements are based on our beliefs as well as
assumptions based on information currently available to us, including financial
and operational information, the volatility of our stock price, and current
competitive conditions. As a result, these statements are subject to various
risks and uncertainties. Important factors that could cause actual results
to
differ materially include, but are not limited to, the following:
|
·
|
Increases
in the cost and decreases in availability of high quality
Arabica
coffee beans could impact out profitability and growth of our
business.
Although we do not purchase coffee on the commodity markets, price
movements in the commodity trading of coffee impact the prices we
pay.
Coffee is a trade commodity and, in general, its price can fluctuate
depending on: weather patterns in coffee-producing countries; economic
and
political conditions affecting coffee-producing countries; foreign
currency fluctuations; the ability of coffee-producing countries
to agree
to export quotas; and general economic conditions that make commodities
more or less attractive investment options. Over the past two years,
the
commodity cost for coffee has risen above the range it was trading
in for
the prior three to four years. We expect our costs to continue to
rise in
2008. If we are unable to pass along increased coffee costs, our
margin
will decrease and our profitability will decrease accordingly. In
addition, if we are not able to purchase sufficient quantities of
high
quality Arabica beans due to any of the above factors, we may not
be able
to fulfill the demand for our coffee, our revenue may decrease and
our
ability to expand our business may be negatively
impacted.
|
|
·
|
Because
we have only one roasting facility, a significant interruption in
the
operation of our roasting and distribution facility could potentially
disrupt our operations.
A
significant interruption in the operation of our roasting and distribution
facility, whether as a result of a natural disaster or other causes,
could
significantly impair our ability to operate our business. Since we
only
roast our coffee to order, we do not carry inventory of roasted coffee
in
our roasting plant. Therefore, a disruption in service in our roasting
facility would impact our sales in our retail and specialty channels
almost immediately. Moreover, our roasting and distribution facility
and
most of our stores are located near several major earthquake faults.
The
impact of a major earthquake on our facilities, infrastructure and
overall
operations is difficult to predict and an earthquake could seriously
disrupt our entire business.
|
For
a
discussion of additional material risks and uncertainties that the Company
faces, see the discussion in the 2007 Form 10-K titled “Risk Factors” as updated
in Item 1A of this Form 10-Q.
Company
Overview and Industry Outlook
Peet’s
Coffee & Tea is a specialty coffee roaster and marketer of fresh,
deep-roasted whole bean coffee sold through multiple channels of
distribution for home and away-from-home enjoyment. Founded in Berkeley,
California in 1966, Peet’s has established a loyal customer base with strong
brand awareness in California. Our growth strategy is based on the
sale of whole bean coffee and high-quality beverages in multiple channels of
distribution including our own retail stores, grocery, home delivery, and office
and foodservice accounts throughout the United States. We believe that our
specialty sales can expand to geographies where we do not have a retail
presence. Our first priority has been to develop primarily in the western U.S.
markets where we already have a presence and have higher customer awareness.
We
expect to continue to open new stores in strategic west coast locations that
meet our demographic profile and partner with distributors and companies who
share our passion for quality and freshness and are willing and able to execute
accordingly in the foodservice and office environment. In grocery, we have
already penetrated most of the grocery market in the western U.S. and in 2007
we
started to expand into the eastern United States. Over the next two to three
years, we plan to distribute to grocery stores nationwide.
We
expect
the specialty coffee industry to continue to grow. We believe that this
growth will be fueled by continued consumer interest in high-quality coffee
and
related products. We believe that by offering high-quality products to
consumers throughout the country, we will attract the same loyal customer base
that we have attracted in California.
As
we
grow, our operations will continue to be vertically integrated, allowing us
to
control the quality of our product at all stages. We purchase high quality
Arabica coffee beans from countries around the world, and we utilize our
artisan-roasting technique to bring out the distinctive flavor of our coffees.
Because roasted coffee is perishable, we are committed to delivering our coffee
under the strictest freshness standards. As a result, we do not stock or
inventory roasted coffee. We roast to order and ship fresh coffee daily to
our
stores and customers. We believe control of purchasing, roasting,
packaging and distribution of our coffee allows us to maintain our commitment
to
freshness, is cost effective, and enhances our margins and profit
potential.
Results
of Operations
The
following discussion on results of operations should be read in conjunction
with
the consolidated financial statements and accompanying notes and the other
financial data included elsewhere in this report.
|
|
Thirteen
weeks ended
|
|
|
|
March
30,
|
|
April
1,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Statement
of income as a percent of net revenue:
|
|
|
|
|
|
|
|
Net
revenue
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost
of sales and related occupancy expenses
|
|
|
47.6
|
|
|
47.3
|
|
Operating
expenses
|
|
|
35.0
|
|
|
34.4
|
|
General
and administrative expenses
|
|
|
8.3
|
|
|
10.4
|
|
Depreciation
and amortization expenses
|
|
|
4.6
|
|
|
4.7
|
|
Income
from operations
|
|
|
4.5
|
|
|
3.2
|
|
Interest
income
|
|
|
0.5
|
|
|
0.7
|
|
Income
before income taxes
|
|
|
5.0
|
|
|
3.9
|
|
Income
tax provision
|
|
|
1.8
|
|
|
1.4
|
|
Net
income
|
|
|
3.2
|
%
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
Percent
of net revenue by business segment:
|
|
|
|
|
|
|
|
Retail
Stores
|
|
|
66.4
|
%
|
|
67.9
|
%
|
Specialty
Sales
|
|
|
33.6
|
|
|
32.1
|
|
|
|
|
|
|
|
|
|
Percent
of net revenue by business category:
|
|
|
|
|
|
|
|
Whole
bean coffee and related products
|
|
|
53.3
|
%
|
|
53.9
|
%
|
Beverages
and pastries
|
|
|
46.7
|
|
|
46.1
|
|
|
|
|
|
|
|
|
|
Cost
of sales and related occupancy expenses as a percent of segment
revenue:
|
|
|
|
Retail
Stores
|
|
|
45.6
|
%
|
|
46.4
|
%
|
Specialty
Sales
|
|
|
51.6
|
|
|
49.1
|
|
|
|
|
|
|
|
|
|
Operating
expenses as a percent of segment revenue:
|
|
|
|
|
|
|
|
Retail
Stores
|
|
|
42.7
|
%
|
|
42.1
|
%
|
Specialty
Sales
|
|
|
20.0
|
|
|
18.3
|
|
|
|
|
|
|
|
|
|
Percent
increase (decrease) from prior year:
|
|
|
|
|
|
|
|
Net
Revenue
|
|
|
16.7
|
%
|
|
15.7
|
%
|
Retail
Stores
|
|
|
14.3
|
|
|
16.8
|
|
Specialty
Sales
|
|
|
21.8
|
|
|
13.4
|
|
Cost
of sales and related occupancy expenses
|
|
|
17.6
|
|
|
19.2
|
|
Operating
expenses
|
|
|
18.8
|
|
|
15.8
|
|
General
and administrative expenses
|
|
|
(6.4
|
)
|
|
22.9
|
|
Depreciation
and amortization expenses
|
|
|
12.5
|
|
|
37.7
|
|
|
|
|
|
|
|
|
|
Selected
operating data:
|
|
|
|
|
|
|
|
Number
of retail stores in operation
|
|
|
|
|
|
|
|
Beginning
of the year
|
|
|
166
|
|
|
136
|
|
Store
openings
|
|
|
9
|
|
|
8
|
|
Store
closures
|
|
|
-
|
|
|
-
|
|
End
of the period
|
|
|
175
|
|
|
144
|
|
|
|
|
|
|
|
|
|
Thirteen
Weeks Ended March 30, 2008 Compared to Thirteen Weeks Ended April 1,
2007
Net
revenue
Net
revenue for the thirteen weeks ended March 30, 2008 increased $9.6 million,
or
16.7% versus the same period in 2007 as a result of continued expansion of
our
retail and specialty sales segments. Sales of whole bean and related products
increased 15.5% to $35.8 million. Net revenue from beverages and pastries
increased 18.2% to $31.3 million.
In
the
retail segment, net revenue increased $5.6 million, or 14.3% compared to the
same period in 2007 primarily as a result of increased sales from the 31 new
stores we opened in the last 12 months and growth in the existing stores. During
the first quarter of 2008, we opened nine new stores compared to eight during
the same period in 2007. Sales of whole bean coffee and related products in
the
retail segment increased by 6.1% to $13.3 million, while sales of beverages
and
pastries increased by 18.2% to $31.3 million. The increase in beverage and
pastry sales was primarily related to sales at the stores we opened in 2007
and
2008 and increased traffic in our existing stores. The slower growth in whole
bean and related products was primarily due to continuing cannibalization of
bean sales in retail stores as we increased the availability of Peet’s coffee in
grocery stores.
In
the
specialty sales segment, net revenue increased $4.0 million, or 21.8% compared
to the thirteen weeks ended April 1, 2007. The $4.0 million increase consisted
of a $2.7 million increase in grocery sales and a $1.4 million increase in
sales
to foodservice and office accounts. The increase in grocery was equally divided
between growth in our existing accounts in the western U.S. and new business
we
added in the eastern U.S. in the last two years. We added approximately 2,400
new grocery store accounts over the past 12 months, bringing the number of
grocery stores selling Peet’s coffee to approximately 6,900. Net revenue in
foodservice and office coffee sales increased 29.4% primarily due to new
foodservice accounts and efforts in expanding our office
distributorships.
Cost
of sales and related occupancy expenses
Cost
of
sales and related occupancy expenses consist of product costs, including
manufacturing costs, rent and other occupancy costs. As a percent of net
revenue, cost of sales increased from 47.3% in the first quarter of 2007 to
47.6% in the first quarter of 2008. The increase over last year is due to higher
commodity costs, particularly green coffee and milk, higher shipping costs,
and
an increased number of new stores, which have higher occupancy expenses on
a
lower sales base. These increases were largely offset by other procurement
savings and waste reductions and by a retail price increase on some drinks
in
January 2008.
Operating
expenses
Operating
expenses consist of both retail and specialty operating costs, such as employee
labor and benefits, repairs and maintenance, supplies, training, travel and
banking and card processing fees. Operating expenses as a percent of net revenue
for the current quarter increased from 34.4% in 2007 to 35.0% in 2008.
In
the
retail segment, operating expenses as a percent of net revenue increased from
42.1% in 2007 to 42.7% in 2008. The increase was caused by the impact from
new
stores opened in the last two years, partially offset by the price increase
in
January 2008 and improved operating leverage.
As
a
percent of net revenue, specialty operating expenses increased from 18.3% in
2007 to 20.0% in 2008. The increase was primarily due to grocery start-up costs
for our expansion in the East.
General
and administrative expenses
General
and administrative expenses in the current quarter were $5.6 million, or 8.3%
of
net revenue, compared to $5.9 million, or 10.3% for the same period last year.
Professional fees associated with our stock option review and related lawsuit
were $1.0 million in 2007 and were less than $0.1 in 2008. Without these fees,
general and administrative costs as a percent of revenue were 0.4% less than
the
same period last year due to sales leverage, partially offset by higher
marketing spending in the current period.
Depreciation
and amortization expenses
Depreciation
and amortization expenses increased in the first quarter of 2008 from $2.7
million to $3.1 million primarily due to the 39 stores we opened in the last
15
months.
Interest
income
We
currently invest in U.S. government, agency, municipal and guaranteed student
loan obligations. Interest income includes interest income and gains or losses
from the sale of these instruments. We earned $0.3 million in interest income
in
the first quarter of 2008, compared to $0.4 million last year. The difference
was due to lower rates and lower investment balances during the first quarter
of
2008 compared to the same period in 2007.
Income
tax provision
The
effective income tax rate for the period is 36.4% compared to 37.4% during
the
first quarter of 2007. The lower effective tax rate is primarily due to
generation of wage related tax credits and a lower effective state tax
rate.
The
Company does not expect the unrecognized tax benefits to change significantly
within the next 12 months.
Liquidity
and Capital Resources
At
March
30, 2008 we had $17.8 million in cash and cash equivalents and $14.9 million
in
short-term and long-term marketable securities for a total of $32.7 million.
Working capital was $40.4 million as of March 30, 2008.
Net
cash
provided by operations was $9.9 million for the thirteen weeks ended March
30,
2008 compared to $3.7 million for the same prior year period. Operating cash
flows were positively impacted by higher net income, net of depreciation
expense, and other changes in working capital.
Net
cash
used in investing activities was $8.0 million for the thirteen weeks ended
March
30, 2008. Investing activities primarily relate to purchases of property and
equipment and maturities and purchases of marketable securities. During the
thirteen weeks period ended March 30, 2008, we purchased property and equipment
totaling $8.8 million primarily related to new stores, the conversion of our
previous roasting facility into office space, and information technology support
systems and other software and hardware to support our growing infrastructure.
Proceeds from maturities net of purchases of marketable securities totaled
$0.8
million.
Net
cash
provided by financing activities for the thirteen weeks ended March 30, 2008
was
$0.6 million primarily from the exercise of stock options by employees.
For
the
next 12 months, we expect our cash flows from operations and cash and marketable
securities to be sufficient for our operating and capital requirements, our
share purchase program and our contractual obligations as they come
due.
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
We
invest
excess cash in interest-bearing, U.S. government, agency, municipal and
guaranteed student loan obligations. These financial instruments are all subject
to fluctuations of daily interest rates. Therefore our investment portfolio
is
exposed to market risk from these changes.
The
supply and price of coffee are subject to significant volatility and can be
affected by multiple factors in the producing countries, including weather,
political and economic conditions. In addition, green coffee bean prices have
been affected in the past, and may be affected in the future, by the actions
of
certain organizations and associations that have historically attempted to
influence commodity prices of green coffee beans through agreements establishing
export quotas or restricting coffee supplies worldwide.
We
currently use fixed-price purchase commitments, but in the past have used and
may potentially in the future use coffee futures and coffee futures options
to
manage coffee supply and price risk.
Fixed-Price
and Not-Yet-Priced Purchase Commitments
We
enter
into fixed-price purchase commitments in order to secure an adequate supply
of
quality green coffee beans and fix our cost of green coffee beans. These
commitments are made with established coffee brokers and are denominated in
U.S.
dollars. We also enter into “not-yet-priced” commitments based on a fixed
premium over the New York “C” market with the option to fix the price at any
time. As of March 30, 2008, we had approximately $32.6 million in open
fixed-priced purchase commitments and approximately $6.4 million in
not-yet-priced commitments for a total of approximately $39.0 million with
delivery dates ranging from April 2008 through July 2012. We believe, based
on
relationships established with our suppliers, that the risk of non-delivery
on
such purchase commitments is low.
Item
4. Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
As
of
March 30, 2008, the end of the period covered by this report, we carried out
an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective at the reasonable-assurance level.
There
have been no changes in our internal controls over financial reporting during
the fiscal quarter ended Marc
h
30,
2008
that
have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
In
November 2006, a complaint styled as a shareholder derivative action was filed,
purportedly on behalf of Peet’s, against certain of our present and former
directors and officers. The complaint alleged that the defendants caused or
allowed improprieties in connection with certain stock option grants since
at
least 2001 and thereby breached their fiduciary duties to Peet’s and violated
specified provisions of the California Corporations Code. The complaint also
alleged that certain of our present and former directors and officers were
unjustly enriched as a result. Purportedly on behalf of Peet’s, the complaint
sought, among other things, damages, restitution and corporate governance
reforms. This complaint and a similar one were filed in the Superior Court
for
Alameda County, California and were subsequently consolidated into a single
action, and a separate, similar complaint was filed in February 2007 in the
United States District Court for the Northern District of California.
On
February 12, 2008, the United States District Court granted our motion for
dismissal of the federal shareholder derivative action. The court also granted
the plaintiff leave to file an amended complaint, and ordered that any amended
complaint be filed by February 29, 2008. Counsel for the plaintiffs in this
case
subsequently informed our attorneys that they did not intend to file an amended
complaint, and no amended complaint was filed on or before February 29, 2008.
On
March 21, 2008, the plaintiff in the consolidated action filed in the Alameda
County Superior Court voluntarily requested that the action be dismissed, and
the court entered the dismissal on March 25, 2008.
We
are
also subject to a variety of other claims arising in the ordinary course of
our
business, including personal injury claims, contract claims and claims alleging
violations of federal and state law regarding workplace and employment matters,
discrimination and similar matters, and we could become subject to class action
or other lawsuits related to these or different matters in the future.
Regardless of whether any claims against us are valid, or whether we are
ultimately held liable, claims may be expensive to defend and may divert time
and money away from our operations and hurt our performance.
Item
1A. Risk Factors
In
addition to the risks and uncertainties discussed in the 2007 Form 10-K under
“Risk Factors”, you should be aware of the following risk factor:
Complaints
or claims by current, former or prospective employees could adversely affect
us.
We
are
subject to the a variety of laws and regulations which govern such matters
as
minimum wages, overtime and other working conditions, various family leave
mandates and a variety of other laws enacted, or rules and regulations
promulgated, by federal, state and local governmental authorities that govern
these and other employment matters. We have been, and in the future may be,
the
subject of complaints or litigation from current, former or prospective
employees. In addition, successful complaints against our competitors may
spur similar lawsuits against us. For instance, in 2003, two lawsuits
(which have since been settled) were filed against the Company alleging
misclassification of employment position and sought damages, restitution,
reclassification and attorneys’ fees and costs. These types of claims and
litigation involving current, former or prospective employees could divert
our
management’s time and attention from our business operations and might
potentially result in substantial costs of defense, settlement or other
disposition, which could have a material adverse effect on our results of
operations in one or more fiscal periods.
Exhibit
|
|
Description
|
|
|
|
31.1
|
|
Certification
of the Company’s Chief Executive Officer, Patrick O’Dea, pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended.
|
|
|
|
31.2
|
|
Certification
of the Company’s Chief Financial Officer, Thomas Cawley, pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended.
|
|
|
|
32.1
|
|
Certification
of the Company’s Chief Executive Officer, Patrick O’Dea, pursuant to
Section 906 of Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification
of the Company’s Chief Financial Officer, Thomas Cawley, pursuant to
Section 906 of Sarbanes-Oxley Act of
2002.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
|
|
|
|
PEET’S
COFFEE & TEA, INC.
|
|
|
|
Date:
May 8, 2008
|
By:
|
/s/ Thomas
P. Cawley
|
|
Thomas
P. Cawley
|
|
Vice
President, Chief Financial Officer and
Secretary
|
Peets Coffee & Tea, Inc. (MM) (NASDAQ:PEET)
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