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 29, 2009
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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)
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 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 No
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
3, 2009, 12,899,831 shares of registrant’s Common Stock were
outstanding.
|
INDEX
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|
|
|
Page
|
PART
I
|
FINANCIAL
INFORMATION
|
|
|
|
|
Item
1.
|
Consolidated
Financial Statements
|
2
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
8
|
Item
3.
|
Quantitative
and Qualitative Disclosure About Market Risk
|
12
|
Item
4.
|
Controls
and Procedures
|
13
|
|
|
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
13
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
14
|
Item
6.
|
Exhibits
|
15
|
|
Signatures
|
15
|
PART
I – FINANCIAL INFORMATION
ITEM
1. CONSOLIDATED FINANCIAL STATEMENTS
PEET’S
COFFEE & TEA, INC.
CONSOLIDATED
BALANCE SHEETS
(Unaudited,
in thousands, except share amounts)
|
|
March 29,
|
|
|
December
28,
|
|
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
12,003
|
|
|
$
|
4,719
|
|
Short-term
marketable securities
|
|
|
4,558
|
|
|
|
8,600
|
|
Accounts
receivable, net
|
|
|
10,115
|
|
|
|
11,924
|
|
Inventories
|
|
|
22,572
|
|
|
|
26,124
|
|
Deferred income
taxes - current
|
|
|
2,922
|
|
|
|
2,922
|
|
Prepaid expenses
and other
|
|
|
5,499
|
|
|
|
7,193
|
|
Total current
assets
|
|
|
57,669
|
|
|
|
61,482
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment,
net
|
|
|
108,391
|
|
|
|
107,914
|
|
Deferred income taxes - non
current
|
|
|
3,068
|
|
|
|
3,059
|
|
Other assets,
net
|
|
|
2,812
|
|
|
|
3,897
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
171,940
|
|
|
$
|
176,352
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
and other accrued liabilities
|
|
$
|
9,366
|
|
|
$
|
9,858
|
|
Accrued
compensation and benefits
|
|
|
8,294
|
|
|
|
8,852
|
|
Deferred
revenue
|
|
|
4,979
|
|
|
|
6,350
|
|
Total current
liabilities
|
|
|
22,639
|
|
|
|
25,060
|
|
|
|
|
|
|
|
|
|
|
Deferred lease
credits
|
|
|
7,030
|
|
|
|
6,645
|
|
Other long-term
liabilities
|
|
|
808
|
|
|
|
740
|
|
Total
liabilities
|
|
|
30,477
|
|
|
|
32,445
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
|
|
|
Common stock, no
par value; authorized 50,000,000 shares;
|
|
|
|
|
|
|
|
|
issued and outstanding:12,880,000
and 13,174,000 shares
|
|
|
84,669
|
|
|
|
90,123
|
|
Accumulated other
comprehensive income (loss)
|
|
|
(9
|
)
|
|
|
34
|
|
Retained
earnings
|
|
|
56,803
|
|
|
|
53,750
|
|
|
|
|
|
|
|
|
|
|
Total
shareholders' equity
|
|
|
141,463
|
|
|
|
143,907
|
|
Total liabilities and
shareholders' equity
|
|
$
|
171,940
|
|
|
$
|
176,352
|
|
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 29,
|
|
|
March 30,
|
|
|
|
2009
|
|
|
2008
|
|
Retail
stores
|
|
$
|
47,982
|
|
|
$
|
44,609
|
|
Specialty
sales
|
|
|
24,122
|
|
|
|
22,526
|
|
Net revenue
|
|
|
72,104
|
|
|
|
67,135
|
|
|
|
|
|
|
|
|
|
|
Cost of sales and
related occupancy expenses
|
|
|
32,568
|
|
|
|
31,989
|
|
Operating
expenses
|
|
|
25,171
|
|
|
|
23,529
|
|
General and
administrative expenses
|
|
|
5,938
|
|
|
|
5,562
|
|
Depreciation and
amortization expenses
|
|
|
3,607
|
|
|
|
3,070
|
|
Total costs and expenses from
operations
|
|
|
67,284
|
|
|
|
64,150
|
|
|
|
|
|
|
|
|
|
|
Income from
operations
|
|
|
4,820
|
|
|
|
2,985
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
78
|
|
|
|
304
|
|
|
|
|
|
|
|
|
|
|
Income before income
taxes
|
|
|
4,898
|
|
|
|
3,289
|
|
|
|
|
|
|
|
|
|
|
Income tax
provision
|
|
|
1,845
|
|
|
|
1,198
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,053
|
|
|
$
|
2,091
|
|
|
|
|
|
|
|
|
|
|
Net income per
share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.23
|
|
|
$
|
0.15
|
|
Diluted
|
|
$
|
0.23
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation of net
income per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
13,039
|
|
|
|
13,956
|
|
Diluted
|
|
|
13,241
|
|
|
|
14,236
|
|
See notes
to consolidated financial statements.
PEET’S COFFEE & TEA,
INC.
CONS OLIDATED S TATEMENTS OF CAS H
FLOWS
(Unaudited, in
thousands)
|
|
Thirteen weeks
ended
|
|
|
|
March 29,
|
|
|
March 30,
|
|
|
|
2009
|
|
|
2008
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
Net
income
|
|
$
|
3,053
|
|
|
$
|
2,091
|
|
Adjustments to
reconcile net income to net cash provided by
|
|
|
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
4,141
|
|
|
|
3,605
|
|
Amortization of
interest purchased
|
|
|
27
|
|
|
|
60
|
|
Stock-based
compensation
|
|
|
643
|
|
|
|
668
|
|
Excess tax
benefit from exercise of stock options
|
|
|
(28
|
)
|
|
|
(30
|
)
|
Tax benefit from
exercise of stock options
|
|
|
17
|
|
|
|
19
|
|
Loss on
disposition of assets and asset impairment
|
|
|
7
|
|
|
|
49
|
|
Deferred income
taxes
|
|
|
(9
|
)
|
|
|
-
|
|
Changes in other
assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable, net
|
|
|
1,809
|
|
|
|
(44
|
)
|
Inventories
|
|
|
3,552
|
|
|
|
2,010
|
|
Prepaid expenses
and other current assets
|
|
|
1,694
|
|
|
|
(178
|
)
|
Other
assets
|
|
|
177
|
|
|
|
3
|
|
Accounts payable,
accrued liabilities and deferred revenue
|
|
|
(3,235
|
)
|
|
|
1,075
|
|
Deferred lease
credits and other long-term liabilities
|
|
|
453
|
|
|
|
529
|
|
Net cash provided
by operating activities
|
|
|
12,301
|
|
|
|
9,857
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
Purchases of
property, plant and equipment
|
|
|
(3,787
|
)
|
|
|
(8,828
|
)
|
Changes in
restricted investments
|
|
|
884
|
|
|
|
-
|
|
Proceeds from
sales and maturities of marketable securities
|
|
|
3,972
|
|
|
|
1,765
|
|
Purchases of
marketable securities
|
|
|
-
|
|
|
|
(917
|
)
|
Net cash provided by/(used in)
investing activities
|
|
|
1,069
|
|
|
|
(7,980
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
Net proceeds from
issuance of common stock
|
|
|
450
|
|
|
|
544
|
|
Purchase of
common stock
|
|
|
(6,564
|
)
|
|
|
-
|
|
Excess tax
benefit from exercise of stock options
|
|
|
28
|
|
|
|
30
|
|
Net cash provided by/(used in)
financing activities
|
|
|
(6,086
|
)
|
|
|
574
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash
equivalents
|
|
|
7,284
|
|
|
|
2,451
|
|
Cash and cash equivalents,
beginning of period
|
|
|
4,719
|
|
|
|
15,312
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
12,003
|
|
|
$
|
17,763
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing
activities:
|
|
|
|
|
|
|
|
|
Capital expenditures incurred, but
not yet paid
|
|
$
|
1,548
|
|
|
$
|
2,772
|
|
Other cash flow
information:
|
|
|
|
|
|
|
|
|
Cash paid for
income taxes
|
|
|
21
|
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
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 29,
2009 and for the thirteen weeks ended March 29, 2009 and March 30, 2008 are
unaudited and, in the opinion of management, contain all adjustments, consisting
only of normal recurring items 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 28, 2008 (the “2008 Form 10-K”).
The
results of operations for the thirteen weeks ended March 29, 2009 are not
necessarily indicative of the results expected for the full year.
Comprehensive Income
For the
thirteen weeks ended March 29, 2009 and March 30, 2008, comprehensive income was
$3,010,000 and $2,172,000, 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 1,567,229 and 1,109,443 have been
excluded from diluted weighted average shares outstanding for the thirteen week
periods ended March 29, 2009 and March 30, 2008, 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
29,
2009
|
|
|
March
30,
2008
|
|
|
|
|
|
|
|
|
Basic
weighted average shares outstanding
|
|
|
13,039
|
|
|
|
13,956
|
|
Incremental
shares from assumed exercise of stock options
|
|
|
202
|
|
|
|
281
|
|
Diluted
weighted average shares outstanding
|
|
|
13,241
|
|
|
|
14,236
|
|
2.
|
Fair
Value Measurements
|
Statement of Financial Accounting
Standards No. 157 “Fair Value Measurements” (“SFAS 157”) establishes a single
authoritative definition of fair value, a framework for measuring fair value and
expands disclosure of fair value measurements. The Company adopted the
standard for financial assets and liabilities as of the beginning of the 2008
fiscal year and the impact of adoption was not significant. Effective December
29, 2008, the Company adopted the remaining provisions of FAS No. 157 that were
initially delayed by FSP FAS No. 157-2. The adoption of the remaining
provisions of FAS No. 157 as it relates to nonfinancial assets and liabilities
did not have a material impact on our financial position or results of
operations. As of the thirteen weeks ended March 29, 2009, no changes
were made to the recorded costs of long-lived assets under SFAS
No.157.
SFAS
No. 157 requires financial assets and liabilities to be categorized based
on the inputs used to calculate their fair values as follows:
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 uses 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 (in thousands):
|
|
March
29,
|
|
|
|
2009
|
|
Short-term
marketable securities
|
|
$
|
4,558
|
|
Restricted
cash (included in other assets, net)
|
|
|
2,442
|
|
|
|
$
|
7,000
|
|
Unrealized
gains or losses on marketable securities are recorded in accumulated other
comprehensive income at each measurement date.
The
Company’s inventories consist of the following (in thousands):
|
|
March 29,
|
|
|
December
28,
|
|
|
|
2009
|
|
|
2008
|
|
Green
coffee
|
|
$
|
14,153
|
|
|
$
|
17,732
|
|
Other
inventory
|
|
|
8,419
|
|
|
|
8,392
|
|
Total
|
|
$
|
22,572
|
|
|
$
|
26,124
|
|
4.
|
Stock
Purchase Program
|
On
September 6, 2006, the Company's Board of Directors authorized the Company to
purchase up to one million shares of Peet’s common stock, with no expiration,
and the Company announced its plan on September 12, 2006 on Form
8-K. During the thirteen weeks ended March 29, 2009, the Company
purchased and retired 58,759 shares of common stock, at an average price of
$20.38, in accordance with the stock purchase program. No shares
remain available for purchase under this stock purchase program.
On
October 27, 2008, the Board of Directors approved a stock purchase program
providing for the additional purchase of up to one million shares of the
Company’s common stock, with no deadline for completion and the Company
announced its plan on October 28, 2008 on Form 8-K. During the
thirteen weeks ended March 29, 2009, the Company purchased and retired 264,112
shares of common stock, at an average price of $20.32, in accordance with the
stock purchase program. Purchases under the program would be made
from time to time on the open market at prevailing market prices or in
negotiated transactions off the market.
In total,
the Company purchased 322,871 shares at an average price of $20.33 during the
thirteen weeks ended March 29, 2009.
5.
|
Stock-Based
Compensation
|
Stock-based compensation expense
consists of and was recognized in the consolidated statements of income as
follows (in thousands):
|
|
Thirteen weeks
ended
|
|
|
|
|
|
|
|
|
Stock-based compensation
expense
|
|
$
|
592
|
|
|
$
|
618
|
|
ESPP
expense
|
|
|
51
|
|
|
|
50
|
|
Total
|
|
$
|
643
|
|
|
$
|
668
|
|
Tax benefit
|
|
$
|
262
|
|
|
$
|
272
|
|
There
were no stock options granted during the thirteen week period ended March 29,
2009. The estimated fair value per stock option granted for the thirteen week
period ended March 30, 2008 was $8.81. The estimated fair value per
award granted under the Company’s Employee Stock Purchase Plan (“ESPP”) for the
thirteen week periods ended March 29, 2009 and March 30, 2008 was $5.96 and
$6.37, respectively.
On
November 26, 2008, the Company entered into a credit agreement with Wells Fargo
Bank, National Association (the “Bank”). The credit agreement
provides for a $25 million revolving line of credit, the proceeds of which may
be used in the general course of business, including to fund working capital,
capital expenditures, share repurchases and other needs of the
Company.
Through
March 29, 2009, there were no borrowings under this agreement. Total unused
borrowing capacity under the credit agreement was $25.0 million as of March 29,
2009.
On July
14, 2008, a complaint was filed against Peet’s Coffee & Tea, Inc. in
California Superior Court, Alameda County, by three former employees on behalf
of themselves and all other California store managers. The complaint
alleges that store managers based in California were not paid overtime wages,
were not provided meal or rest periods, were not provided accurate wage
statements and were not reimbursed for business expenses. The
plaintiffs seek injunctive relief, monetary damages, penalties, costs and
attorneys’ fees, and prejudgment interest. On October 8, 2008, the
Company filed an answer denying the allegations set forth in the complaint and
asserting a number of affirmative defenses thereto. On November
12, 2008, the plaintiffs filed an amended complaint asserting an additional
claim for penalties. On November 26, 2008, the Company filed an
answer thereto denying the allegations in the first amended complaint and
asserting a number of affirmative defenses thereto. At this time, it
is not feasible to predict the outcome of or a range of loss, should a loss
occur, from this proceeding. The Company intends to vigorously defend
against the litigation.
We may
from time to time become involved in certain legal proceedings in the ordinary
course of business. The Company is not a party to any other 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
three operating segments: grocery, home delivery, foodservice and
office.
Management
evaluates segment performance primarily based on revenue and segment operating
income. The following table presents certain financial information
for each segment. Segment 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
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
of
Net
|
|
|
|
|
|
of
Net
|
|
|
|
|
|
|
|
|
of
Net
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
For
the thirteen weeks ended March 29, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
47,982
|
|
|
|
100.0
|
%
|
|
$
|
24,122
|
|
|
|
100.0
|
%
|
|
|
|
|
$
|
72,104
|
|
|
|
100.0
|
%
|
Cost
of sales and occupancy
|
|
|
20,525
|
|
|
|
42.8
|
%
|
|
|
12,043
|
|
|
|
49.9
|
%
|
|
|
|
|
|
32,568
|
|
|
|
45.2
|
%
|
Operating
expenses
|
|
|
19,756
|
|
|
|
41.2
|
%
|
|
|
5,415
|
|
|
|
22.4
|
%
|
|
|
|
|
|
25,171
|
|
|
|
34.9
|
%
|
Depreciation
and amortization
|
|
|
2,762
|
|
|
|
5.8
|
%
|
|
|
427
|
|
|
|
1.8
|
%
|
|
$
|
418
|
|
|
|
3,607
|
|
|
|
5.0
|
%
|
Segment
operating income
|
|
|
4,939
|
|
|
|
10.3
|
%
|
|
|
6,237
|
|
|
|
25.9
|
%
|
|
|
(6,356
|
)
|
|
|
4,820
|
|
|
|
6.7
|
%
|
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78
|
|
|
|
78
|
|
|
|
|
|
Income
before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,898
|
|
|
|
|
|
Total
assets
|
|
|
58,885
|
|
|
|
|
|
|
|
16,248
|
|
|
|
|
|
|
|
96,807
|
|
|
|
171,940
|
|
|
|
|
|
Capital
expenditures
|
|
|
1,731
|
|
|
|
|
|
|
|
707
|
|
|
|
|
|
|
|
1,349
|
|
|
|
3,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the 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
|
|
|
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
|
|
|
|
|
|
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. These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking
statements. 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 reflect our current views with
respect to future events, are based on assumptions, and are subject to risks,
uncertainties and other important factors. Given these risks, uncertainties and
other important factors, you should not place undue reliance on these
forward-looking statements. Also, forward-looking statements represent our
estimates and assumptions only as of the date of this report. Except as required
by law, we assume no obligation to update any forward-looking statements
publicly, or to update the reasons actual results could differ materially from
those anticipated in any forward-looking statements, even if new information
becomes available in the future. Important factors that could cause
actual results to differ materially include, but are not limited to, the
following:
|
·
|
The current recession or a
worsening of the United States and global economy could materially
adversely affect our business.
Our
revenues and performance depend significantly on consumer confidence and
spending, which have recently deteriorated due to the recession and may
remain depressed for the foreseeable future. Some of the factors that
could influence the levels of consumer confidence and spending include,
without limitation, continuing conditions in the residential real estate
and mortgage markets, access to credit, labor and healthcare costs,
increases in fuel and other energy costs, consumer confidence and other
macroeconomic factors affecting consumer spending behavior. These and
other economic factors could have a material adverse effect on demand for
our products and on our financial condition and operating
results.
|
|
·
|
Increases in the cost and
decreases in availability of high quality
Arabica
coffee beans could impact our
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. If costs increase and 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, pandemic 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.
|
|
·
|
Complaints or claims by
current, former or prospective employees or governmental agencies could
adversely affect us.
We are subject to 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 or
governmental agencies. 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. In addition, on July 14, 2008, a complaint was filed alleging
that store managers based in California were not paid overtime wages, were
not provided meal or rest periods, were not provided accurate wage
statements and were not reimbursed for business
expenses. 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.
|
|
|
|
For a
discussion of additional material risks and uncertainties that the Company
faces, see the discussion in the 2008 Form 10-K titled “Risk
Factors.”
Company
Overview and Industry Outlook
Peet’s is
a specialty coffee roaster and marketer of fresh,
deep-roasted whole bean coffee and tea 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, tea and high-quality beverages in multiple
channels of distribution including our own retail stores, grocery, home
delivery, and office and restaurant accounts throughout the United
States.
As we
grow, we expect our operations to 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 use 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. 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.
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.
We
believe growth opportunities exist in all of our distribution
channels. 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. In the long-term, we
expect to continue to open new retail 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
expect to continue to expand into new markets although the full extent of our
penetration will depend upon the development of specialty coffee as a category
in many markets.
Coffee
commodity costs began to decline in July 2008 after over four years of increases
above the prior three to four year range. We expect the commodity
market to continue to be volatile as worldwide demand, the strength of the
dollar, and weather will continue to cause uncertainty in the
market.
Our net
revenues depend significantly on consumer confidence and spending, which have
recently deteriorated due to the recession and may remain depressed for the
foreseeable future. The current recession or a worsening of the
United States and global economy could materially adversely affect our business
as our revenues depend significantly on consumer confidence and
spending. We believe that the current recession negatively impacted
our net revenues in 2008 and the first quarter of 2009. Despite revenue growth
that was less than our plan, we were able to increase our net earnings per share
by 53% over the same period last year primarily by leveraging our infrastructure
investments and diligently managing our costs. We plan to open
approximately 6 to 8 new stores for the remainder of 2009, in addition to the
two new stores we opened in the first quarter.
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 29,
|
|
|
March 30,
|
|
|
|
2009
|
|
|
2008
|
|
Statement of income as a percent
of net revenue:
|
|
|
|
|
|
|
Net revenue
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of sales and related
occupancy expenses
|
|
|
45.2
|
|
|
|
47.6
|
|
Operating
expenses
|
|
|
34.9
|
|
|
|
35.0
|
|
General and administrative
expenses
|
|
|
8.2
|
|
|
|
8.3
|
|
Depreciation and amortization
expenses
|
|
|
5.0
|
|
|
|
4.6
|
|
Income from
operations
|
|
|
6.7
|
|
|
|
4.5
|
|
Interest
income
|
|
|
0.1
|
|
|
|
0.5
|
|
Income before income
taxes
|
|
|
6.8
|
|
|
|
5.0
|
|
Income tax
provision
|
|
|
2.6
|
|
|
|
1.8
|
|
Net income
|
|
|
4.2
|
%
|
|
|
3.2
|
%
|
|
|
|
|
|
|
|
|
|
Percent of net revenue by business
segment:
|
|
|
|
|
|
|
|
|
Retail
stores
|
|
|
66.5
|
%
|
|
|
66.4
|
%
|
Specialty
sales
|
|
|
33.5
|
|
|
|
33.6
|
|
|
|
|
|
|
|
|
|
|
Percent of net revenue by business
category:
|
|
|
|
|
|
|
|
|
Whole bean coffee and related
products
|
|
|
51.7
|
%
|
|
|
53.3
|
%
|
Beverages and
pastries
|
|
|
48.3
|
|
|
|
46.7
|
|
|
|
|
|
|
|
Cost of sales and related
occupancy expenses as a percent of segment revenue:
|
|
|
|
|
|
Retail
stores
|
|
|
42.8
|
%
|
|
|
45.6
|
%
|
Specialty
sales
|
|
|
49.9
|
|
|
|
51.6
|
|
|
|
|
|
|
|
|
|
|
Operating expenses as a percent of
segment revenue:
|
|
|
|
|
|
|
|
|
Retail
stores
|
|
|
41.2
|
%
|
|
|
42.7
|
%
|
Specialty
sales
|
|
|
22.4
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) from
prior year:
|
|
|
|
|
|
|
|
|
Net Revenue
|
|
|
7.4
|
%
|
|
|
16.7
|
%
|
Retail
stores
|
|
|
7.6
|
|
|
|
14.3
|
|
Specialty
sales
|
|
|
7.1
|
|
|
|
21.8
|
|
Cost of sales and related
occupancy expenses
|
|
|
1.8
|
|
|
|
17.6
|
|
Operating
expenses
|
|
|
7.0
|
|
|
|
18.8
|
|
General and administrative
expenses
|
|
|
6.8
|
|
|
|
(6.4
|
)
|
Depreciation and amortization
expenses
|
|
|
17.5
|
|
|
|
12.5
|
|
|
|
|
|
|
|
|
|
|
Selected operating
data:
|
|
|
|
|
|
|
|
|
Number of retail stores in
operation
|
|
|
|
|
|
|
|
|
Beginning of the
period
|
|
|
188
|
|
|
|
166
|
|
Store
openings
|
|
|
2
|
|
|
|
9
|
|
Store
closures
|
|
|
-
|
|
|
|
-
|
|
End of the
period
|
|
|
190
|
|
|
|
175
|
|
Thirteen
Weeks Ended March 29, 2009 Compared to Thirteen Weeks Ended March 30,
2008
Net
revenue
Net
revenue for the thirteen weeks ended March 29, 2009 increased $5.0 million, or
7.4%, versus the same period in 2008 as a result of continued expansion of our
retail and specialty sales segments. Sales of whole bean and related products
increased 4.1% to $37.3 million. Net revenue from beverages and pastries
increased 11.1% to $34.8 million.
In the
retail segment, net revenue increased $3.4 million, or 7.6%, compared to the
same period in 2008 primarily as a result of increased sales from the 16 new
stores we opened in the last 12 months. During the first quarter of 2009, we
opened 2 new stores compared to 9 during the same period in 2008. Sales of whole
bean coffee and related products in the retail segment increased by 7.0% to
$14.2 million, while sales of beverages and pastries increased by 7.8% to $33.8
million. The increase in net revenue was primarily related to sales at the
stores we opened in 2008 and 2009. In addition, although the
increased availability of Peet’s coffee in grocery stores continues to
cannibalize whole bean sales in retail, sales in existing retail stores slightly
increased over the prior year period primarily due to two special offering
coffees.
In the
specialty sales segment, net revenue increased $1.6 million, or 7.1%, compared
to the first quarter of 2008. The increase in grocery was primarily due to new
business we added in the eastern U.S. in the last two years. We added
approximately 1,500 new grocery store accounts over the past 12 months, bringing
the number of grocery stores selling Peet’s coffee to approximately 8,400. Net
revenue in foodservice and office coffee sales increased 10.1% primarily due to
new foodservice accounts.
|
|
Thirteen
weeks ended
|
|
|
|
|
|
|
|
(dollars
in thousands)
|
|
March 29, 2009
|
|
|
March 30, 2008
|
|
|
Increase/(Decrease)
|
|
Grocery
|
|
$
|
13,387
|
|
|
$
|
12,061
|
|
|
$
|
1,326
|
|
|
|
11.0
|
%
|
Foodservice
and office
|
|
|
6,706
|
|
|
|
6,092
|
|
|
|
614
|
|
|
|
10.1
|
%
|
Home
delivery
|
|
|
4,029
|
|
|
|
4,373
|
|
|
|
(344
|
)
|
|
|
-7.9
|
%
|
Total
specialty
|
|
$
|
24,122
|
|
|
$
|
22,526
|
|
|
$
|
1,596
|
|
|
|
7.1
|
%
|
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 decreased from 47.6% in the first quarter of 2008 to
45.2% in the first quarter of 2009. The decrease from last year
was due to cost control measures in the plant and retail stores, higher prices
in retail and grocery, favorable product mix in foodservice and office, and
lower milk and shipping costs, partially offset by higher green coffee
costs.
For the
remainder of the year, we expect continued savings from cost control measures
and leverage of the roasting facility and neutral commodity costs in
aggregate.
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 increased to
$25.2 million, compared to $23.5 million for the first quarter of 2008, but
decreased slightly as a percentage of net revenue to 34.9%, compared to 35.0%,
for the first quarter of 2008. The decrease was primarily due to cost
control measures in the retail business.
In the
retail segment, operating expenses as a percent of net revenue decreased from
42.7% for the first quarter of 2008 to 41.2% for the first quarter of 2009
primarily due to cost control measures to lower training expenses, lower repairs
expenses and lower supplies expenses, as well as leveraging of retail overhead
costs.
As a
percent of net revenue, specialty operating expenses increased from 20.0% for
the first quarter of 2008 to 22.4% for the first quarter of 2009. The increase
was primarily due to higher costs in grocery to support the expansion of the
direct store delivery sales system into the eastern U.S.
General
and administrative expenses
General
and administrative expenses increased to $5.9 million compared to $5.6 million
for the same period last year driven by higher payroll related
costs.
Depreciation
and amortization expenses
Depreciation
and amortization expenses increased to $3.6 million, compared to $3.1 million
for the corresponding period last year. The increase was primarily due to the
opening of 16 new retail stores in the last 12 months.
Interest
income
We 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 $0.1 million in interest income in the first
quarter of 2009, compared to $0.3 million for the same period last
year. The difference was due to lower average cash balances and lower
yields during the first quarter of 2009 compared to the same period in
2008.
Income
tax provision
The
effective income tax rate for the first quarter of 2009 is 37.7% compared to
36.4% during the first quarter of 2008 due to normal quarter to quarter rate
fluctuations.
The
Company does not expect the unrecognized tax benefits to change significantly
within the next 12 months.
Liquidity and Capital Resources
At March
29, 2009 we had $12.0 million in cash and cash equivalents and $4.6 million in
short-term marketable securities for a total of $16.6 million. Working capital
was $35.0 million as of March 29, 2009.
Net cash
provided by operations was $12.3 million for the thirteen weeks ended March 29,
2009 compared to $9.9 million for the same prior year period. Operating cash
flows were positively impacted by higher net income, net of depreciation
expense, timing of coffee purchases compared to the corresponding prior year
period, and other changes in working capital.
Net cash
provided by investing activities was $1.1 million for the thirteen weeks ended
March 29, 2009 compared to a net use of $8.0 million in the prior year.
Investing activities primarily relate to purchases of property, plant and
equipment and maturities and purchases of marketable securities. During the
thirteen week period ended March 29, 2009, we purchased property, plant and
equipment totaling $3.8 million primarily related to improvements to existing
stores, new stores and information technology support systems and hardware to
support our growing infrastructure. Proceeds from maturities net of
purchases of marketable securities and from a release of restricted investments
totaled $4.9 million.
Net cash
used by financing activities for the thirteen weeks ended March 29, 2009 was
$6.1 million primarily from the repurchase of our common stock, offset by
proceeds from stock option exercises.
For the
next twelve months, we expect our cash flows from operations and cash and
marketable securities to be sufficient for our operating and capital
requirements, our existing share purchase program and our contractual
obligations as they come due. The Company also has $25 million
available through a credit agreement entered into on November 26, 2008 with
Wells Fargo Bank, National Association, the proceeds of which may be used in the
general course of business, including to fund working capital, capital
expenditures, share repurchases and other needs of the Company. The line of
credit has a maturity date of December 1, 2009, with an option by the Company to
extend the maturity date to December 1, 2010.
The
credit agreement contains customary affirmative and negative covenants,
including a requirement to maintain the Company’s financial condition in
accordance with certain ratios, such as Current Ratio, Leverage Ratio, EBITDAR
Coverage Ratio, and minimum net income as defined in the
agreement. In addition, events of default that permit the Bank to
accelerate the Company’s outstanding obligations, include nonpayment of
principal, interest, fees or other amounts, violation of covenants, inaccuracy
of representations and warranties and upon the occurrence of bankruptcy and
other adverse material change in the Company’s financial condition. Through
March 29, 2009, there were no borrowings outstanding under this agreement and
unused borrowing capacity under the credit agreement was $25.0 million as of
March 29, 2009.
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 29, 2009, we had approximately $35.6 million in open
fixed-priced purchase commitments and approximately $0.4 million in
not-yet-priced commitments for a total of approximately $36.0 million with
delivery dates ranging from April 2009 through July 2011. 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 Securities Exchange Act of 1934, as
amended, reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’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 29, 2009, 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 March 29, 2009 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
On July
14, 2008, a complaint was filed against Peet’s Coffee & Tea, Inc. in
California Superior Court, Alameda County, by three former employees on behalf
of themselves and all other California store managers. The complaint
alleges that store managers based in California were not paid overtime wages,
were not provided meal or rest periods, were not provided accurate wage
statements and were not reimbursed for business expenses. The
plaintiffs seek injunctive relief, monetary damages, penalties, costs and
attorneys’ fees, and prejudgment interest. On October 8, 2008, the
Company filed an answer denying the allegations set forth in the complaint and
asserting a number of affirmative defenses thereto. On November
12, 2008, the plaintiffs filed an amended complaint asserting an additional
claim for penalties. On November 26, 2008, the Company filed an
answer thereto denying the allegations in the first amended complaint and
asserting a number of affirmative defenses thereto. At this time, it
is not feasible to predict the outcome of or a range of loss, should a loss
occur, from this proceeding. The Company intends to vigorously defend
against the litigation.
We may
from time to time become involved in certain legal proceedings in the ordinary
course of business. The Company is not a party to any other legal
proceedings that management believes would have a material adverse effect on the
financial position or results of operations of the Company.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases
of Equity Securities
Period
|
|
Total
Number of Shares Purchased
|
|
|
Average
Price Paid per Share
|
|
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
|
|
Maximum
Number of Shares that May Yet Be Purchased Under the Plans or
Programs
|
|
December
29, 2008 – February 1, 2009 (1), (2)
|
|
|
128,846
|
|
|
$
|
20.33
|
|
|
|
1,070,087
|
|
|
|
929,913
|
|
February
2, 2009 – March 1, 2009 (2)
|
|
|
89,508
|
|
|
$
|
20.55
|
|
|
|
1,159,595
|
|
|
|
840,405
|
|
March
2, 2009 –
March
29, 2009 (2)
|
|
|
104,517
|
|
|
$
|
20.14
|
|
|
|
1,264,112
|
|
|
|
735,888
|
|
Total
|
|
|
322,871
|
|
|
$
|
20.33
|
|
|
|
1,264,112
|
|
|
|
735,888
|
|
(1)
|
Repurchases
were made pursuant a stock repurchase program announced on September 6,
2006 providing for the repurchase of up to one million shares of the
Company’s common stock with no deadline for completion. In
January 2009, this plan was
completed.
|
(2)
|
Repurchases
were made pursuant a stock repurchase program announced on October 27,
2008, providing for the additional purchase of up to one million shares of
the Company’s common stock, with no deadline for
completion. Purchases under the program would be made from time
to time on the open market at prevailing market prices or in negotiated
transactions off the market.
|
|
3.1
|
Amended
and Restated Articles of
Incorporation.*
|
|
3.2
|
Amended
and Restated Bylaws.*
|
|
4.1
|
Form
of common stock certificate.*
|
|
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.
|
*
Incorporated by reference to the Registrant’s Information Statement of Form S-1
(File No. 333-47957) filed on October 13, 2000, as subsequently
amended.
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 7, 2009
|
By:
|
/s/ Thomas
P. Cawley
|
|
|
|
Vice
President, Chief Financial Officer and
Secretary
|
Peets Coffee & Tea, Inc. (MM) (NASDAQ:PEET)
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