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 September 28, 2008
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 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
November 2, 2008, 13,554,251 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
|
10
|
Item
3.
|
Quantitative
and Qualitative Disclosure About Market Risk
|
14
|
Item
4.
|
Controls
and Procedures
|
15
|
|
|
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
15
|
Item
1A.
|
Risk
Factors
|
15
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
16
|
Item
6.
|
Exhibits
|
17
|
|
Signatures
|
17
|
PART
I – FINANCIAL INFORMATION
ITEM
1. CONSOLIDATED FINANCIAL STATEMENTS
PEET’S
COFFEE & TEA, INC.
CONSOLIDATED
BALANCE SHEETS
(Unaudited,
in thousands, except share amounts)
|
|
September 28,
|
|
December 30,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
3,889
|
|
$
|
15,312
|
|
Short-term
marketable securities
|
|
|
10,893
|
|
|
7,932
|
|
Accounts
receivable, net
|
|
|
9,642
|
|
|
8,287
|
|
Inventories
|
|
|
29,698
|
|
|
24,483
|
|
Deferred
income taxes - current
|
|
|
2,937
|
|
|
2,950
|
|
Prepaid
expenses and other
|
|
|
9,806
|
|
|
4,285
|
|
Total
current assets
|
|
|
66,865
|
|
|
63,249
|
|
|
|
|
|
|
|
|
|
Long-term
marketable securities
|
|
|
-
|
|
|
7,831
|
|
Property,
plant and equipment, net
|
|
|
107,564
|
|
|
99,231
|
|
Deferred
income taxes - non current
|
|
|
3,000
|
|
|
3,353
|
|
Other
assets, net
|
|
|
3,893
|
|
|
3,883
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
181,322
|
|
$
|
177,547
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable and other accrued liabilities
|
|
$
|
9,934
|
|
$
|
10,104
|
|
Accrued
compensation and benefits
|
|
|
10,470
|
|
|
8,909
|
|
Deferred
revenue
|
|
|
4,477
|
|
|
5,856
|
|
Total
current liabilities
|
|
|
24,881
|
|
|
24,869
|
|
|
|
|
|
|
|
|
|
Deferred
lease credits and other long-term liabilities
|
|
|
7,030
|
|
|
5,425
|
|
Total
liabilities
|
|
|
31,911
|
|
|
30,294
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
|
|
Common
stock, no par value; authorized 50,000,000 shares;
|
|
|
|
|
|
|
|
issued
and outstanding:13,653,000 and 13,932,000 shares
|
|
|
99,662
|
|
|
104,616
|
|
Accumulated
other comprehensive income
|
|
|
19
|
|
|
52
|
|
Retained
earnings
|
|
|
49,730
|
|
|
42,585
|
|
|
|
|
|
|
|
|
|
Total
shareholders' equity
|
|
|
149,411
|
|
|
147,253
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
$
|
181,322
|
|
$
|
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
|
|
Thirty-nine
weeks ended
|
|
|
|
September 28,
|
|
September 30,
|
|
September 28,
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Retail
stores
|
|
$
|
45,911
|
|
$
|
41,450
|
|
$
|
136,829
|
|
$
|
121,436
|
|
Specialty
sales
|
|
|
22,575
|
|
|
19,410
|
|
|
68,847
|
|
|
57,040
|
|
Net
revenue
|
|
|
68,486
|
|
|
60,860
|
|
|
205,676
|
|
|
178,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales and related occupancy expenses
|
|
|
32,249
|
|
|
29,142
|
|
|
96,478
|
|
|
84,706
|
|
Operating
expenses
|
|
|
24,715
|
|
|
21,593
|
|
|
72,934
|
|
|
62,772
|
|
General
and administrative expenses
|
|
|
5,237
|
|
|
4,928
|
|
|
16,233
|
|
|
16,228
|
|
Depreciation
and amortization expenses
|
|
|
3,150
|
|
|
2,619
|
|
|
9,395
|
|
|
7,935
|
|
Total
costs and expenses from operations
|
|
|
65,351
|
|
|
58,282
|
|
|
195,040
|
|
|
171,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
3,135
|
|
|
2,578
|
|
|
10,636
|
|
|
6,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
130
|
|
|
284
|
|
|
636
|
|
|
1,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
3,265
|
|
|
2,862
|
|
|
11,272
|
|
|
8,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax provision
|
|
|
1,247
|
|
|
1,026
|
|
|
4,127
|
|
|
2,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
2,018
|
|
$
|
1,836
|
|
$
|
7,145
|
|
$
|
5,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.15
|
|
$
|
0.13
|
|
$
|
0.52
|
|
$
|
0.37
|
|
Diluted
|
|
$
|
0.15
|
|
$
|
0.13
|
|
$
|
0.51
|
|
$
|
0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
used in calculation of net income per share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
13,603
|
|
|
13,816
|
|
|
13,825
|
|
|
13,664
|
|
Diluted
|
|
|
13,899
|
|
|
14,168
|
|
|
14,111
|
|
|
14,057
|
|
See
notes
to consolidated financial statements.
PEET’S
COFFEE & TEA, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited,
in thousands)
|
|
Thirty-nine
weeks ended
|
|
|
|
September 28,
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
7,145
|
|
$
|
5,054
|
|
Adjustments
to reconcile net income to net cash provided by
|
|
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
11,025
|
|
|
9,376
|
|
Amortization
of interest purchased
|
|
|
157
|
|
|
177
|
|
Stock-based
compensation
|
|
|
1,962
|
|
|
2,116
|
|
Excess
tax benefit from exercise of stock options
|
|
|
(384
|
)
|
|
(1,279
|
)
|
Tax
benefit from exercise of stock options
|
|
|
246
|
|
|
1,166
|
|
Loss
on disposition of assets and asset impairment
|
|
|
216
|
|
|
122
|
|
Deferred
income taxes
|
|
|
366
|
|
|
(186
|
)
|
Changes
in other assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable, net
|
|
|
(1,355
|
)
|
|
(650
|
)
|
Inventories
|
|
|
(5,215
|
)
|
|
(8,823
|
)
|
Prepaid
expenses and other current assets
|
|
|
(5,521
|
)
|
|
(3,997
|
)
|
Other
assets
|
|
|
(81
|
)
|
|
34
|
|
Accounts
payable, accrued liabilities and deferred revenue
|
|
|
872
|
|
|
4,027
|
|
Deferred
lease credits and other long-term liabilities
|
|
|
1,605
|
|
|
1,394
|
|
Net
cash provided by operating activities
|
|
|
11,038
|
|
|
8,531
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
Purchases
of property, plant and equipment
|
|
|
(20,430
|
)
|
|
(25,804
|
)
|
Proceeds
from sales of property, plant and equipment
|
|
|
67
|
|
|
22
|
|
Proceeds
from sales and maturities of marketable securities
|
|
|
5,597
|
|
|
26,144
|
|
Purchases
of marketable securities
|
|
|
(917
|
)
|
|
(21,688
|
)
|
Net
cash used in investing activities
|
|
|
(15,683
|
)
|
|
(21,326
|
)
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
Net
proceeds from issuance of common stock
|
|
|
2,855
|
|
|
5,885
|
|
Purchase
of common stock
|
|
|
(10,017
|
)
|
|
-
|
|
Excess
tax benefit from exercise of stock options
|
|
|
384
|
|
|
1,279
|
|
Net
cash (used in)/provided by financing activities
|
|
|
(6,778
|
)
|
|
7,164
|
|
|
|
|
|
|
|
|
|
Decrease
in cash and cash equivalents
|
|
|
(11,423
|
)
|
|
(5,631
|
)
|
Cash
and cash equivalents, beginning of period
|
|
|
15,312
|
|
|
7,692
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$
|
3,889
|
|
$
|
2,061
|
|
|
|
|
|
|
|
|
|
Non-cash
investing activities:
|
|
|
|
|
|
|
|
Capital
expenditures incurred, but not yet paid
|
|
$
|
1,135
|
|
$
|
1,741
|
|
Other
cash flow information:
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
|
7,670
|
|
|
5,066
|
|
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 September
28, 2008 and for the thirteen and thirty-nine weeks ended September 28, 2008
and
September 30, 2007 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 30,
2007 (the “2007 Form 10-K”).
The
results of operations for the thirteen and thirty-nine weeks ended September
28,
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 September 28, 2008 and September 30, 2007, comprehensive
income was $1,951,000 and $1,905,000, respectively. For the thirty-nine weeks
ended September 28, 2008 and September 30, 2007, comprehensive income was
$7,112,000 and $5,115,000, 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 1,311,586 and 1,070,226 have
been
excluded from diluted weighted average shares outstanding for the thirteen
week
periods ended September 28, 2008 and September 30, 2007, respectively, and
1,226,647 and 965,406 for the thirty-nine week periods,
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
|
|
39
weeks ended
|
|
|
|
September 28,
2008
|
|
September 30,
2007
|
|
September 28,
2008
|
|
September 30,
2007
|
|
|
|
|
|
|
|
|
|
|
|
Basic
weighted average shares outstanding
|
|
|
13,603
|
|
|
13,816
|
|
|
13,825
|
|
|
13,664
|
|
Incremental
shares from assumed exercise of stock options
|
|
|
296
|
|
|
352
|
|
|
286
|
|
|
393
|
|
Diluted
weighted average shares outstanding
|
|
|
13,899
|
|
|
14,168
|
|
|
14,111
|
|
|
14,057
|
|
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 (in thousands):
|
|
September
28,
|
|
|
|
2008
|
|
Short-term
marketable securities
|
|
$
|
10,893
|
|
Restricted
cash (included in other assets, net)
|
|
|
3,319
|
|
|
|
$
|
14,212
|
|
Unrealized
gains or losses on marketable securities 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):
|
|
September
28,
|
|
December
30,
|
|
|
|
2008
|
|
2007
|
|
Green
coffee
|
|
$
|
21,552
|
|
$
|
15,421
|
|
Other
inventory
|
|
|
8,146
|
|
|
9,062
|
|
Total
|
|
$
|
29,698
|
|
$
|
24,483
|
|
4.
|
Stock
Purchase Program
|
On
September 6, 2006, the Board of Directors approved a stock purchase program
providing for the purchase of one million shares of the Company’s common stock,
with no deadline for completion. During the thirteen and thirty-nine weeks
ended
September 28, 2008, the Company purchased and retired 80,979 and 439,848 shares
of common stock, respectively, at an average price of $21.49 and $22.78,
respectively, in accordance with the stock purchase program.
Subsequent
to quarter-end, 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. 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.
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
|
|
Thirty-nine
weeks ended
|
|
|
|
September 28,
|
|
September 30,
|
|
September 28,
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation expense
|
|
$
|
577
|
|
$
|
603
|
|
$
|
1,766
|
|
$
|
1,906
|
|
ESPP
expense
|
|
|
88
|
|
|
68
|
|
|
195
|
|
|
210
|
|
Total
|
|
$
|
664
|
|
$
|
671
|
|
$
|
1,962
|
|
$
|
2,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales and related occupancy expenses
|
|
$
|
49
|
|
$
|
60
|
|
$
|
153
|
|
$
|
174
|
|
Operating
expenses
|
|
|
319
|
|
|
246
|
|
|
909
|
|
|
725
|
|
General
and administrative expenses
|
|
|
296
|
|
|
365
|
|
|
901
|
|
|
1,217
|
|
Total
|
|
$
|
664
|
|
$
|
671
|
|
$
|
1,962
|
|
$
|
2,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
benefit
|
|
$
|
271
|
|
$
|
273
|
|
$
|
800
|
|
$
|
862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
fair value per option granted
|
|
$
|
8.82
|
|
$
|
9.79
|
|
$
|
5.58
|
|
$
|
5.56
|
|
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, provided
meal or rest periods, 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. 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
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 and roasting facility assets, 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 September 28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
45,911
|
|
|
100.0
|
%
|
$
|
22,575
|
|
|
100.0
|
%
|
|
|
|
$
|
68,486
|
|
|
100.0
|
%
|
Cost
of sales and occupancy
|
|
|
21,130
|
|
|
46.0
|
%
|
|
11,119
|
|
|
49.3
|
%
|
|
|
|
|
32,249
|
|
|
47.1
|
%
|
Operating
expenses
|
|
|
19,940
|
|
|
43.4
|
%
|
|
4,775
|
|
|
21.2
|
%
|
|
|
|
|
24,715
|
|
|
36.1
|
%
|
Depreciation
and amortization
|
|
|
2,357
|
|
|
5.1
|
%
|
|
372
|
|
|
1.6
|
%
|
$
|
421
|
|
|
3,150
|
|
|
4.6
|
%
|
Segment
operating income
|
|
|
2,484
|
|
|
5.4
|
%
|
|
6,309
|
|
|
27.9
|
%
|
|
(5,658
|
)
|
|
3,135
|
|
|
4.6
|
%
|
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130
|
|
|
130
|
|
|
|
|
Income
before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,265
|
|
|
|
|
Total
assets
|
|
|
59,800
|
|
|
|
|
|
14,854
|
|
|
|
|
|
106,667
|
|
|
181,321
|
|
|
|
|
Capital
expenditures
|
|
|
2,204
|
|
|
|
|
|
621
|
|
|
|
|
|
2,663
|
|
|
5,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the thirteen weeks ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
41,450
|
|
|
100.0
|
%
|
$
|
19,410
|
|
|
100.0
|
%
|
|
|
|
$
|
60,860
|
|
|
100.0
|
%
|
Cost
of sales and occupancy
|
|
|
19,510
|
|
|
47.1
|
%
|
|
9,632
|
|
|
49.6
|
%
|
|
|
|
|
29,142
|
|
|
47.9
|
%
|
Operating
expenses
|
|
|
18,109
|
|
|
43.7
|
%
|
|
3,484
|
|
|
17.9
|
%
|
|
|
|
|
21,593
|
|
|
35.5
|
%
|
Depreciation
and amortization
|
|
|
2,075
|
|
|
5.0
|
%
|
|
314
|
|
|
1.6
|
%
|
$
|
230
|
|
|
2,619
|
|
|
4.3
|
%
|
Segment
operating income
|
|
|
1,756
|
|
|
4.2
|
%
|
|
5,980
|
|
|
30.8
|
%
|
|
(5,158
|
)
|
|
2,578
|
|
|
4.2
|
%
|
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
284
|
|
|
284
|
|
|
|
|
Income
before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,862
|
|
|
|
|
Total
assets
|
|
|
55,641
|
|
|
|
|
|
13,162
|
|
|
|
|
|
102,895
|
|
|
171,698
|
|
|
|
|
Capital
expenditures
|
|
|
5,874
|
|
|
|
|
|
328
|
|
|
|
|
|
1,442
|
|
|
7,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the thirty-nine weeks ended September 28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
136,829
|
|
|
100.0
|
%
|
$
|
68,847
|
|
|
100.0
|
%
|
|
|
|
$
|
205,676
|
|
|
100.0
|
%
|
Cost
of sales and occupancy
|
|
|
62,191
|
|
|
45.5
|
%
|
|
34,287
|
|
|
49.8
|
%
|
|
|
|
|
96,478
|
|
|
46.9
|
%
|
Operating
expenses
|
|
|
58,791
|
|
|
43.0
|
%
|
|
14,143
|
|
|
20.5
|
%
|
|
|
|
|
72,934
|
|
|
35.5
|
%
|
Depreciation
and amortization
|
|
|
7,244
|
|
|
5.3
|
%
|
|
1,029
|
|
|
1.5
|
%
|
$
|
1,122
|
|
|
9,395
|
|
|
4.6
|
%
|
Segment
operating income
|
|
|
8,603
|
|
|
6.3
|
%
|
|
19,388
|
|
|
28.2
|
%
|
|
(17,355
|
)
|
|
10,636
|
|
|
5.2
|
%
|
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
636
|
|
|
636
|
|
|
|
|
Income
before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,272
|
|
|
|
|
Total
assets
|
|
|
59,800
|
|
|
|
|
|
14,854
|
|
|
|
|
|
106,667
|
|
|
181,321
|
|
|
|
|
Capital
expenditures
|
|
|
10,057
|
|
|
|
|
|
1,605
|
|
|
|
|
|
8,769
|
|
|
20,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the thirty-nine weeks ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
121,436
|
|
|
100.0
|
%
|
$
|
57,040
|
|
|
100.0
|
%
|
|
|
|
$
|
178,476
|
|
|
100.0
|
%
|
Cost
of sales and occupancy
|
|
|
56,684
|
|
|
46.7
|
%
|
|
28,022
|
|
|
49.1
|
%
|
|
|
|
|
84,706
|
|
|
47.5
|
%
|
Operating
expenses
|
|
|
52,517
|
|
|
43.2
|
%
|
|
10,255
|
|
|
18.0
|
%
|
|
|
|
|
62,772
|
|
|
35.2
|
%
|
Depreciation
and amortization
|
|
|
6,218
|
|
|
5.1
|
%
|
|
985
|
|
|
1.7
|
%
|
$
|
732
|
|
|
7,935
|
|
|
4.4
|
%
|
Segment
operating income
|
|
|
6,017
|
|
|
5.0
|
%
|
|
17,778
|
|
|
31.2
|
%
|
|
(16,960
|
)
|
|
6,835
|
|
|
3.8
|
%
|
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,172
|
|
|
1,172
|
|
|
|
|
Income
before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,007
|
|
|
|
|
Total
assets
|
|
|
55,641
|
|
|
|
|
|
13,162
|
|
|
|
|
|
102,895
|
|
|
171,698
|
|
|
|
|
Capital
expenditures
|
|
|
17,669
|
|
|
|
|
|
794
|
|
|
|
|
|
7,341
|
|
|
25,804
|
|
|
|
|
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 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 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 Part II 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, we expect 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
|
|
Thirty-nine
weeks ended
|
|
|
|
September
28,
|
|
September
30,
|
|
September
28,
|
|
September
30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of income as a percent of net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost
of sales and related occupancy expenses
|
|
|
47.1
|
|
|
47.9
|
|
|
46.9
|
|
|
47.5
|
|
Operating
expenses
|
|
|
36.1
|
|
|
35.5
|
|
|
35.5
|
|
|
35.2
|
|
General
and administrative expenses
|
|
|
7.6
|
|
|
8.1
|
|
|
7.9
|
|
|
9.1
|
|
Depreciation
and amortization expenses
|
|
|
4.6
|
|
|
4.3
|
|
|
4.6
|
|
|
4.4
|
|
Income
from operations
|
|
|
4.6
|
|
|
4.2
|
|
|
5.1
|
|
|
3.8
|
|
Interest
income
|
|
|
0.2
|
|
|
0.5
|
|
|
0.3
|
|
|
0.7
|
|
Income
before income taxes
|
|
|
4.8
|
|
|
4.7
|
|
|
5.4
|
|
|
4.5
|
|
Income
tax provision
|
|
|
1.8
|
|
|
1.7
|
|
|
2.0
|
|
|
1.7
|
|
Net
income
|
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.4
|
%
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
of net revenue by business segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail
Stores
|
|
|
67.0
|
%
|
|
68.1
|
%
|
|
66.5
|
%
|
|
68.0
|
%
|
Specialty
Sales
|
|
|
33.0
|
|
|
31.9
|
|
|
33.5
|
|
|
32.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
of net revenue by business category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Whole
bean coffee and related products
|
|
|
51.3
|
%
|
|
51.8
|
%
|
|
52.3
|
%
|
|
52.7
|
%
|
Beverages
and pastries
|
|
|
48.7
|
|
|
48.2
|
|
|
47.7
|
|
|
47.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales and related occupancy expenses as a percent of segment
revenue:
|
|
|
|
|
|
|
Retail
Stores
|
|
|
46.0
|
%
|
|
47.1
|
%
|
|
45.5
|
%
|
|
46.7
|
%
|
Specialty
Sales
|
|
|
49.3
|
|
|
49.6
|
|
|
49.8
|
|
|
49.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses as a percent of segment revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail
Stores
|
|
|
43.4
|
%
|
|
43.7
|
%
|
|
43.0
|
%
|
|
43.2
|
%
|
Specialty
Sales
|
|
|
21.2
|
|
|
17.9
|
|
|
20.5
|
|
|
18.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
increase from prior year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Revenue
|
|
|
12.5
|
%
|
|
19.6
|
%
|
|
15.2
|
%
|
|
18.8
|
%
|
Retail
Stores
|
|
|
10.8
|
|
|
20.7
|
|
|
12.7
|
|
|
19.8
|
|
Specialty
Sales
|
|
|
16.3
|
|
|
17.5
|
|
|
20.7
|
|
|
16.6
|
|
Cost
of sales and related occupancy expenses
|
|
|
10.7
|
|
|
21.0
|
|
|
13.9
|
|
|
21.0
|
|
Operating
expenses
|
|
|
14.5
|
|
|
19.0
|
|
|
16.2
|
|
|
18.8
|
|
General
and administrative expenses
|
|
|
6.3
|
|
|
7.3
|
|
|
-
|
|
|
15.9
|
|
Depreciation
and amortization expenses
|
|
|
20.3
|
|
|
18.2
|
|
|
18.4
|
|
|
26.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected
operating data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of retail stores in operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
of the period
|
|
|
179
|
|
|
152
|
|
|
166
|
|
|
136
|
|
Store
openings
|
|
|
3
|
|
|
7
|
|
|
16
|
|
|
23
|
|
Store
closures
|
|
|
(1
|
)
|
|
-
|
|
|
(1
|
)
|
|
-
|
|
End
of the period
|
|
|
181
|
|
|
159
|
|
|
181
|
|
|
159
|
|
Thirteen
Weeks Ended September 28, 2008 Compared to Thirteen Weeks Ended September 30,
2007
Net
revenue
Net
revenue for the thirteen weeks ended September 28, 2008 increased $7.6 million,
or 12.5%, 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 11.5% to $35.1 million. Net revenue from beverages and
pastries increased 13.6% to $33.4 million.
In
the
retail segment, net revenue increased $4.5 million, or 10.8%, compared to the
same period in 2007 primarily as a result of increased sales from the 23 new
stores we opened in the last 12 months. During the third quarter of 2008, we
opened 3 new stores compared to 7 during the same period in 2007. Sales of
whole
bean coffee and related products in the retail segment increased by 3.8% to
$12.6 million, while sales of beverages and pastries increased by 13.6% to
$33.4
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 $3.2 million, or 16.3%, compared
to the third quarter of 2007. The $3.2 million increase included a $1.5 million
increase in grocery sales and a $1.8 million increase in sales to foodservice
and office accounts, offset by a $0.1 million decline in home delivery sales.
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 2,300 new grocery
store accounts over the past 12 months, bringing the number of grocery stores
selling Peet’s coffee to approximately 7,400. Net revenue in foodservice and
office coffee sales increased 34.3% 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 decreased from 47.9% in the third quarter of 2007 to
47.1% in the third quarter of 2008. The decrease over last year is due primarily
to procurement savings, increased prices in retail and grocery, and leverage
of
costs related to our roasting facility that opened last year, partially offset
by higher green coffee and shipping costs.
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 third quarter increased from 35.5% in 2007 to 36.1% in 2008.
In
the
retail segment, operating expenses as a percent of net revenue decreased from
43.7% for the third quarter of 2007 to 43.4% for the third quarter of 2008
primarily due to lower workers compensation insurance and leverage of retail
overhead costs, offset by higher store expenses.
As
a
percent of net revenue, specialty operating expenses increased from 17.9% for
the third quarter of 2007 to 21.2% for the third quarter of 2008. The increase
was primarily due to grocery distribution start-up costs for our expansion
in
the East.
General
and administrative expenses
General
and administrative expenses were $5.2 million for the third quarter of 2008
compared to $4.9 million for the same period last year
due
to
additional headcount and other investments to support our growth.
Depreciation
and amortization expenses
Depreciation
and amortization expenses increased in the third quarter of 2008 from $2.6
million to $3.2 million primarily due to the 30 stores we opened in the last
15
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 third
quarter of 2008, 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
third quarter of 2008 compared to the same period in 2007.
Income
tax provision
The
effective income tax rate for the third quarter of 2008 is 38.2% compared to
35.8% during the third quarter of 2007 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.
Thirty-nine
Weeks Ended September 28, 2008 Compared to Thirty-nine Weeks Ended September
30,
2007
Net
revenue
Net
revenue for the thirty-nine weeks ended September 28, 2008 increased $27.2
million, or 15.2%, 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 14.4% to $107.6 million. Net revenue from beverages
and pastries increased 16.1% to $98.1 million.
In
the
retail segment, net revenue increased $15.4 million, or 12.7%, compared to
the
same period in 2007 primarily as a result of increased sales from the 23 new
stores we opened in the last 12 months. During thirty-nine weeks ended September
28, 2008, we opened 16 new stores compared to 23 during the same period in
2007.
Sales of whole bean coffee and related products in the retail segment increased
by 4.9% to $38.8 million, while sales of beverages and pastries increased by
16.1% to $98.1 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 $11.8 million, or 20.7%, compared
to the same period in 2007. The $11.8 million increase included a $6.8 million
increase in grocery sales and a $5.2 million increase in sales to foodservice
and office accounts, offset by a $0.2 million decline in home delivery sales.
The increase in grocery was due to 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. Net revenue in foodservice and office coffee sales increased 35.2%
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 decreased from 47.5% for the thirty-nine weeks ended
September 30, 2007 to 46.9% for same period in 2008. The decrease over last
year
is due primarily to procurement savings, increased prices in retail and grocery,
and leverage of costs related to our roasting facility that opened last year,
partially offset by higher green coffee and shipping costs.
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 thirty-nine week period increased from 35.2% in 2007 to 35.5% in 2008.
In
the
retail segment, operating expenses as a percent of net revenue for the
thirty-nine week period decreased from 43.2% in 2007 to 43.0% in 2008 primarily
due to lower workers compensation insurance and leverage of retail overhead
costs, partially offset by the impact from new stores opened in the last two
years.
As
a
percent of net revenue, specialty operating expenses increased from 18.0% for
the thirty-nine weeks ended September 30, 2007 to 20.5% for the thirty-nine
weeks ended September 28, 2008. The increase was primarily due to grocery
distribution start-up costs for our expansion in the eastern U.S.
General
and administrative expenses
General
and administrative expenses for the thirty-nine weeks ended September 28, 2008
were $16.2 million, or 7.9% of net revenue, compared to $16.2 million, or 9.1%
of net revenue, for the same period last year. Professional fees associated
with
our stock option review and related lawsuit were $1.2 million for the
thirty-nine weeks ended September 30, 2007 and were less than $0.1 million
for
the same period in 2008. Excluding the 2007 stock option review related fees,
the increase in general and administrative expenses was due primarily to
increased marketing expenses, additional headcount and other investments to
support our growth.
Depreciation
and amortization expenses
Depreciation
and amortization expenses for the thirty-nine weeks ended September 28, 2008
increased from $7.9 million to $9.4 million primarily due to the 30 stores
we
opened in the last 15 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 $0.6 million in interest income in the thirty-nine
week period in 2008, compared to $1.2 million in the same period last year.
The
difference was due primarily to lower yields and to a lesser extent a lower
average cash balance during the thirty-nine weeks ended September 28,
2008.
Income
tax provision
The
effective income tax rate for the thirty-nine week period in 2008 is 36.6%
compared to 36.9% during the same period last year.
The
Company does not expect the unrecognized tax benefits to change significantly
within the next 12 months.
Liquidity
and Capital Resources
At
September 28, 2008 we had $3.9 million in cash and cash equivalents and $10.9
million in short-term marketable securities for a total of $14.8 million.
Working capital was $42.0 million as of September 28, 2008.
Net
cash
provided by operations was $11.0 million for the thirty-nine weeks ended
September 28, 2008 compared to $8.5 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
used in investing activities was $15.7 million for the thirty-nine weeks ended
September 28, 2008 compared to $21.3 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 thirty-nine week
period ended September 28, 2008, we purchased property, plant and equipment
totaling $20.4 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
$4.7
million.
Net
cash
used by financing activities for the thirty-nine weeks ended September 28,
2008
was $6.8 million primarily from the repurchase of our common stock, offset
by
proceeds from stock option exercises.
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 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 September 28, 2008, we had approximately $36.6 million in open
fixed-priced purchase commitments and approximately $1.3 million in
not-yet-priced commitments for a total of approximately $37.9 million with
delivery dates ranging from October 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
September 28, 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 September 28
,
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
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, provided
meal or rest periods, 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. 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
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 factors:
Complaints
or claims by current, former or prospective employees 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. 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, provided meal or rest periods, 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.
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 current worldwide economic
conditions 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 increases in fuel and other energy
costs, conditions in the residential real estate and mortgage markets, labor
and
healthcare costs, access to credit, 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.
Item
2. Unregistered Sales o
f
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 (1)
|
|
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
|
|
June
30, 2008 – August 3, 2008
|
|
|
80,979
|
|
$
|
21.49
|
|
|
439,848
|
|
|
560,152
|
|
Total
|
|
|
80,979
|
|
$
|
21.49
|
|
|
439,848
|
|
|
560,152
|
|
|
(1)
|
All
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.
|
|
(2)
|
Subsequent
to quarter-end, 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. 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.
|
|
Exhibit
|
|
Description
|
|
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:
November 6, 2008
|
By:
|
/s/ Thomas
P. Cawley
|
|
Thomas
P. Cawley
|
|
Vice
President, Chief Financial Officer and Secretary
|
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