CBOU » Topics » Overview

This excerpt taken from the CBOU DEF 14A filed Apr 17, 2009.
Overview
 
In March 2009, the Compensation Committee recommended to our Board and our Board approved, subject to shareholder approval, a proposal permitting the Company to conduct a one-time option exchange program (the “Option Exchange Program”). Under the proposed Option Exchange Program, Eligible Options (defined below) held by Eligible Participants (defined below) would be exchanged for New Options (defined below) granted under our 2005 Equity Incentive Plan. The key terms of the proposed Option Exchange Program are:
 
  •  Eligible Participants:
 
  Employee of the Company, excluding Named Executive Officers, on the date the Option Exchange Program commences; and
 
  Continues to be an employee of the Company, excluding Named Executive Officers, and has not submitted or received a notice of termination on or prior to the grant date of the New Options (the “New Option Grant Date”) under the Option Exchange Program.
 
  •  Eligible Options:
 
  A threshold exercise price per share equal to the greater of (a) $3.20 or (b) the closing price of our common stock as reported on Nasdaq for the day the Option Exchange Program is commenced;
 
  Expiration date at least 12 months after the New Option Grant Date; and


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  Granted under our 1994 Stock Awards Plan, our 2001 Stock Incentive Plan or our 2005 Equity Incentive Plan.
 
  •  New Options:
 
  Exercise price per share equal to the greater of (a) the closing price of our common stock as reported on Nasdaq for the New Option Grant Date or (b) the average closing price over the duration of the Option Exchange Program.
 
  •  Terms of New Options:
 
  Expiration date of the New Options will be the same as the expiration date of the surrendered Eligible Options;
 
  Vesting schedule of the New Options will be the same as the surrendered Eligible Options, except that the vesting schedules for any Eligible Options (or portions of Eligible Options) that are already vested or that will vest within 12 months of the closing of the Option Exchange Program will be reset such that those stock options (or portions of those stock options) will vest upon the 12-month anniversary of the New Option Grant Date;
 
  Ratio of shares underlying surrendered Eligible Options to shares underlying New Options will vary based on the relative market value of the surrendered Eligible Options to the New Options as we intend for the fair value of the New Options to be equal to the fair value of the Eligible Options surrendered based on valuation assumptions made shortly before the commencement of the Option Exchange Program, which we believe should result in no material adverse impact on our reported earnings; and
 
  Non-statutory stock options granted under our 2005 Equity Incentive Plan.
 
We believe that, if approved by the shareholders, the Option Exchange Program will permit us to:
 
  •  enhance long-term shareholder value by restoring competitive incentives to the Eligible Participants so they are further motivated to complete and deliver our important strategic and operational initiatives, as exercise prices significantly in excess of market price undermine the effectiveness of stock options as an employee performance and retention incentive; and
 
  •  reduce potential overhang, which is the number of shares issuable upon the vesting and exercise of outstanding stock options, by reducing the total number of outstanding stock options.
 
If we do not obtain shareholder approval of this proposal, we will not be able to implement the Option Exchange Program.
 
These excerpts taken from the CBOU 10-K filed Mar 20, 2009.
Overview
 
We are the second largest company-operated gourmet coffeehouse operator in the United States based on the number of coffeehouses. As of December 30, 2008, we had 511 retail locations, including 97 franchised. Our coffeehouses are located in 19 states and the District of Columbia and two international markets. We focus on offering our customers high-quality gourmet coffee and espresso-based beverages, as well as specialty teas, baked goods, whole bean coffee, branded merchandise and related products. In addition, we sell our products to grocery stores and mass merchandisers, office coffee providers, airlines, hotels, sports and entertainment venues, college campuses and other commercial customers. We focus on creating a unique experience for customers through a combination of high-quality products, a comfortable and welcoming coffeehouse environment and customer service.
 
We will continue our efforts to increase our comparable coffeehouse sales, including increasing our brand awareness through marketing efforts and introducing new products and promotions. As our comparable coffeehouse sales increase, we expect our operating margins at those coffeehouses to improve as we expect to have a greater ability to leverage our fixed expense.
 
During our fiscal year ending December 28, 2008, the commercial segment experienced sales growth of 44% versus the prior fiscal year. Our growth strategy for the commercial segment is to continue to build our existing relationships with grocery stores and national office coffee providers and add new points of distribution for our gourmet whole bean and ground coffee.
 
We intend to continue to strategically expand our coffeehouse locations in our existing markets. During fiscal year 2008, we opened 52 new coffeehouses, including 7 new company-operated coffeehouses. Our goal is to expand our concept into a nationally recognized brand in the United States by opening new company-operated coffeehouses and partnering with qualified developers to open franchised coffeehouses while adding select international locations through franchising.
 
Overview


 



We are the second largest company-operated gourmet coffeehouse
operator in the United States based on the number of
coffeehouses. As of December 30, 2008, we had 511 retail
locations, including 97 franchised. Our coffeehouses are located
in 19 states and the District of Columbia and two
international markets. We focus on offering our customers
high-quality gourmet coffee and espresso-based beverages, as
well as specialty teas, baked goods, whole bean coffee, branded
merchandise and related products. In addition, we sell our
products to grocery stores and mass merchandisers, office coffee
providers, airlines, hotels, sports and entertainment venues,
college campuses and other commercial customers. We focus on
creating a unique experience for customers through a combination
of high-quality products, a comfortable and welcoming
coffeehouse environment and customer service.


 



We will continue our efforts to increase our comparable
coffeehouse sales, including increasing our brand awareness
through marketing efforts and introducing new products and
promotions. As our comparable coffeehouse sales increase, we
expect our operating margins at those coffeehouses to improve as
we expect to have a greater ability to leverage our fixed
expense.


 



During our fiscal year ending December 28, 2008, the
commercial segment experienced sales growth of 44% versus the
prior fiscal year. Our growth strategy for the commercial
segment is to continue to build our existing relationships with
grocery stores and national office coffee providers and add new
points of distribution for our gourmet whole bean and ground
coffee.


 



We intend to continue to strategically expand our coffeehouse
locations in our existing markets. During fiscal year 2008, we
opened 52 new coffeehouses, including 7 new company-operated
coffeehouses. Our goal is to expand our concept into a
nationally recognized brand in the United States by opening new
company-operated coffeehouses and partnering with qualified
developers to open franchised coffeehouses while adding select
international locations through franchising.


 




These excerpts taken from the CBOU 10-K filed Mar 21, 2008.
Overview
 
We are the second largest company-operated gourmet coffeehouse operator in the United States based on the number of coffeehouses. As of December 31, 2007, we had 484 retail locations, including 52 franchised locations and six joint venture locations. Our coffeehouses are located in 16 states and the District of Columbia and two international markets. We focus on offering our customers high-quality gourmet coffee and espresso-based beverages, as well as specialty teas, baked goods, whole bean coffee, branded merchandise and related products. In addition, we sell our products to grocery stores and mass merchandisers, office coffee providers, airlines, hotels, sports and entertainment venues, college campuses and other commercial customers. We focus on creating a unique experience for customers through a combination of high-quality products, a comfortable and welcoming coffeehouse environment and customer service.
 
We will continue our efforts to increase our comparable coffeehouse sales, including increasing our brand awareness through marketing efforts and introducing new products and promotions. As our comparable coffeehouse sales increase, we expect our operating margins at those coffeehouses to improve as we expect to have a greater ability to leverage our fixed expense.
 
We intend to continue to strategically expand our coffeehouse locations in our existing markets. During fiscal year 2007, we opened 48 new coffeehouses, including 20 new company-operated coffeehouses. Our goal is to expand our concept into a nationally recognized brand in the United States by opening new company-operated coffeehouses and partnering with qualified developers to open franchised coffeehouses while adding select international locations through franchising.
 
Overview


 



We are the second largest company-operated gourmet coffeehouse
operator in the United States based on the number of
coffeehouses. As of December 31, 2007, we had 484 retail
locations, including 52 franchised locations and six joint
venture locations. Our coffeehouses are located in
16 states and the District of Columbia and two
international markets. We focus on offering our customers
high-quality gourmet coffee and espresso-based beverages, as
well as specialty teas, baked goods, whole bean coffee, branded
merchandise and related products. In addition, we sell our
products to grocery stores and mass merchandisers, office coffee
providers, airlines, hotels, sports and entertainment venues,
college campuses and other commercial customers. We focus on
creating a unique experience for customers through a combination
of high-quality products, a comfortable and welcoming
coffeehouse environment and customer service.


 



We will continue our efforts to increase our comparable
coffeehouse sales, including increasing our brand awareness
through marketing efforts and introducing new products and
promotions. As our comparable coffeehouse sales increase, we
expect our operating margins at those coffeehouses to improve as
we expect to have a greater ability to leverage our fixed
expense.


 



We intend to continue to strategically expand our coffeehouse
locations in our existing markets. During fiscal year 2007, we
opened 48 new coffeehouses, including 20 new company-operated
coffeehouses. Our goal is to expand our concept into a
nationally recognized brand in the United States by opening new
company-operated coffeehouses and partnering with qualified
developers to open franchised coffeehouses while adding select
international locations through franchising.


 




This excerpt taken from the CBOU 10-K filed Apr 2, 2007.
Overview
 
We are the second largest company-owned gourmet coffeehouse operator in the United States based on the number of coffeehouses. As of December 31, 2006, we had 464 retail locations, including 24 franchised locations and five joint venture locations. Our coffeehouses are located in 18 states and the District of Columbia and two international markets. We focus on offering our customers high-quality gourmet coffee and espresso-based


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beverages, as well as specialty teas, baked goods, whole bean coffee, branded merchandise and related products. In addition, we sell our products to grocery stores and mass merchandisers, office coffee providers, airlines, hotels, sports and entertainment venues, college campuses and other commercial customers. We focus on creating a unique experience for customers through a combination of high-quality products, a comfortable and welcoming coffeehouse environment and customer service.
 
We intend to continue to strategically expand our coffeehouse locations in our existing markets. During fiscal year 2006, we opened 80 new coffeehouses, including 60 new company-operated coffeehouses. Our goal is to expand our concept into a nationally recognized brand in the United States by opening new company-owned coffeehouses and partnering with qualified developers to open franchised coffeehouses while adding select international locations through franchising.
 
In addition, a key part of our continued business expansion is the aggressive development of a national brand presence through brand licensing agreements. In 2006, we entered into long-term licensing agreements between Kemps and General Mills. The licensing agreement with Kemps allows Kemps to use Caribou Coffee trademarks and coffee in producing various gourmet coffee flavored ice cream products. The products are sold at retail grocery stores. Under another licensing agreement, General Mills uses the Caribou Coffee marks and coffee in the production of four gourmet coffee flavored snack bars marketed throughout the U.S. In November 2006, we announced our third brand licensing arrangement with Coca-Cola North America to launch a new line of premium ready-to-drink iced coffees in the U.S. during the summer of 2007. Our most recent business licensing agreement is with Keurig Incorporated. Under this licensing agreement Caribou Coffee will be packaged in Keurig K-Cups offering single cup coffee lovers eight varieties to choose from for both at home and in the office consumption.
 
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