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http://www.sec.gov/Archives/edgar/data/949373/000110465906016136/a06-3178_110k.htm[9/11/2014 10:13:03 AM]
10-K 1 a06-3178_110k.htm ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(D)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One):
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 3, 2006
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
Commission File Number 0-27148
NEW WORLD RESTAURANT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3690261
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1687 Cole Blvd., Golden, Colorado 80401 (303) 568-8000
(Address of Principal Executive Offices) (Zip Code) (Registrant’ s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
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 o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’ s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments of
this Form 10-K. Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the common stock held by non-affiliates of the registrant computed by reference to the closing sale price as reported on the
“pink sheets” as of June 28, 2005 was $629,312.
As of February 28, 2006, 10,065,072 shares of common stock of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III is incorporated herein by reference from the registrant’ s definitive proxy statement for the 2006 annual meeting of
stockholders, which will be filed with the SEC within 120 days after the close of the 2005 fiscal year.

Table of contents

  • Page 1
    ... 0-27148 NEW WORLD RESTAURANT GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-3690261 (I.R.S. Employer Identification No.) 1687 Cole Blvd., Golden, Colorado 80401 (Address of Principal Executive Offices...

  • Page 2
    ... casual segment of the restaurant industry specializing in high-quality foods for breakfast and lunch in a café atmosphere with a neighborhood emphasis. We operate and license locations primarily under the Einstein Bros. and Noah' s brand names, and franchise locations primarily under the Manhattan...

  • Page 3
    ....) Einstein Bros. is a national, quick casual restaurant chain. Einstein Bros. offers a menu that specializes in high-quality foods for breakfast and lunch, including fresh baked bagels and hot breakfast sandwiches, cream cheese and other spreads, specialty coffees and teas, creative soups, salads...

  • Page 4
    ... our stores to standardize our trade dress while maintaining our neighborhood feel. Significantly upgrade our Management and Field Associate Training Programs. In early 2006, we completed Leadership summits for our Einstein Bros. and Noah' s General Managers and our Manhattan Bagel Franchisees...

  • Page 5
    ... products are purchased exclusively from a single source. Our cream cheese is manufactured to specification utilizing our proprietary recipes. All of our coffee is purchased through a third party provider and is sold at our Einstein Bros. and Noah' s locations. Though to date we have not experienced...

  • Page 6
    ... prices of flour, butter, cheese, coffee, dairy and/or fresh produce, energy costs, existing and additional competition, marketing programs, weather and variations in the number of company-owned or licensed location openings and closings. Although few, if any, associates are paid at the minimum wage...

  • Page 7
    ... appointed Chief Operating Officer in December 2005. Mr. Dominguez joined us in November 1995 and served as Senior Vice President of Operations for Noah' s New York Bagels since April 1998. From 1995 to April 1998, Mr. Dominguez served as the Director of Operations for Einstein Bros. Midwest. Prior...

  • Page 8
    ... to overall company growth. While we believe our brand refresh strategy will strengthen the performance of our Einstein Bros. brand, its success is dependent upon customer acceptance of new menu offerings and pricings, the look and feel of the restaurant, and the new service system and other...

  • Page 9
    .... There is competition in the restaurant industry for personnel, real estate, advertising space, and customers, among other things. Our industry is highly competitive and there are many well-established competitors with substantially greater financial and other resources than we have. In addition...

  • Page 10
    ... prospective candidates. As we move into offering franchises for our Einstein Bros. Bagel brand, our reliance on our franchisees is expected to increase in proportion to growth of the franchisee base. We face risks associated with government regulation. Each of our locations is subject to licensing...

  • Page 11
    ... listed on any stock exchange or Nasdaq. As a result, we are not subject to corporate governance rules adopted by the New York Stock Exchange, American ...% of the voting power of a listed company, that company is considered a controlled company, and except for the rules relating to independence of the...

  • Page 12
    ... respective fiscal year: Company owned Licensed Franchised Total Einstein Bros. Bagels: 2005 2004 2003 Einstein Bros. Cafe: 2005 2004 2003 Noah's: 2005 2004 2003 Manhattan: 2005 2004 2003 Chesapeake: 2005 2004 2003 New World Coffee/Willoughby's*: 2005 2004 2003 Total Restaurants: 2005 2004 352 366...

  • Page 13
    ...Location Company Owned Licensed/ Franchised Total Alabama Arizona California Colorado Connecticut Delaware District of Columbia Florida Georgia Illinois Indiana Kansas Louisiana* Maryland Massachusetts Michigan Minnesota Mississippi Missouri Nevada New Hampshire New Jersey New Mexico New York North...

  • Page 14
    ..., filed a putative class action against Einstein and Noah Corp. ("ENC") in the Superior Court for the State of California, County of San Francisco for failure to pay overtime wages to managers and assistant managers of the California Noah' s restaurants. In April 2004, we agreed to settle the...

  • Page 15
    ...to our issuance of increasing rate notes that were repaid in July 2003. Securities issued were offered and sold in reliance upon the exemption from registration under Section 4(2) of the Securities Act, relating to sales by an issuer not involving a public offering. The sales of securities were made...

  • Page 16
    ...as "same-store" sales and as "comp sales" within the restaurant industry. 20 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Quickservice Industry Overview According to the Restaurant Industry Operations Report 2004, published in 2005 by the National...

  • Page 17
    ... a neighborhood emphasis. Our product offerings include fresh baked bagels and hot breakfast sandwiches, cream cheese and other spreads, specialty coffees and teas, creative soups, salads and sandwiches, among other things. We operate and license locations primarily under the Einstein Bros. and Noah...

  • Page 18
    ... cause reported financial information not to be necessarily indicative of future operating results or future financial condition. Revenue We intend to emphasize our core strengths in bagels and the breakfast day-part and focus on quality, speed of service, order accuracy and customer interaction...

  • Page 19
    ... may experience an increase in hourly wages during 2006 contingent upon the number of overtime hours worked. We continue to make improvements in labor efficiencies that may help to offset increases in labor costs. Certain states and local governments have increased both the rate and nature of taxes...

  • Page 20
    ... the positive trend in comparable store sales is a result of price increases coupled with a shift in the product mix to higher priced items, improvements in the operation of our restaurants including initiatives in customer service and overall store appearance, the introduction of new menu items...

  • Page 21
    ... to our decision to temporarily reduce marketing expenditures as we focused on modifications to our customer service system, menu offerings and the "look and feel" of our company-operated restaurants. Additionally, we experienced an improvement in labor utilization and reductions in group insurance...

  • Page 22
    ..., including but not limited to: · price increases on certain menu items based upon competitive analysis and the cost of underlying ingredients; · refinement of merchandising to drive sales of higher margin items; · new revenue initiatives related to our manufacturing and commissary operations...

  • Page 23
    ...seasonality and gift card promotions. Under our new credit facility and based on LIBOR rates in effect as of February 28, 2006, we estimate that our cash interest expense will decrease by approximately $5.2 million on an annual basis. http://www.sec.gov/Archives/edgar/data/949373/000110465906016136...

  • Page 24
    ...equipment for new menu items and improvements in the speed of service, particularly during the morning day-part. We also plan to open 10 new company-owned restaurants during 2006 at an average capital investment of approximately $400,000 per location. Financing Activities During fiscal 2005, we used...

  • Page 25
    ... for our New World Coffee cafés. The agreement provided for agreed-upon pricing at cost plus a minimal mark-up and no minimum purchase commitment. Accordingly, we have not included any estimates of payments due in the contractual obligations table above. The following schedule details the amounts...

  • Page 26
    ...value of derivatives, (3) gain/loss on the investment, sale, disposal or exchange of assets, (4) impairment and other related...Data ... 3, Dec 28, 2005 2004 2005 2004 2005 2004 2006 2004 Reconciliation...Provision (benefit) for state income taxes Certain legal, financing and advisory fees Certain corporate...

  • Page 27
    ... principles generally accepted in the United States of ...related to our restaurant concepts. These impairment tests require us to estimate the fair values of our restaurant concepts by making assumptions regarding future profits and cash flows, expected growth rates, terminal values, discount rates...

  • Page 28
    ... rate, but was immaterial in relation to interest expense under the $160 Million Notes and in our results of operations and financial condition. We purchase certain commodities such as butter, cheese, coffee and flour. These commodities are generally purchased based upon market prices established...

  • Page 29
    ... statements and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ GRANT THORNTON LLP Denver, Colorado February 28, 2006 38 NEW WORLD RESTAURANT GROUP, INC. CONSOLIDATED BALANCE SHEETS AS OF JANUARY 3, 2006 AND DECEMBER...

  • Page 30
    ... part of these consolidated financial statements. 39 NEW WORLD RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR...value of derivatives Gain on investment in debt securities Loss on exchange of Series F Preferred Stock Other Loss before income taxes Provision (benefit) for state...

  • Page 31
    ... Net loss per common share-Basic and Diluted Weighted average number of common shares outstanding: Basic and Diluted $ $ ... preferred stock Balance, December 30... financial statements. 41 NEW WORLD RESTAURANT GROUP, INC. http://www.sec.gov/Archives/edgar/data/949373/000110465906016136/a06-3178_110k...

  • Page 32
    ...related costs Charges (adjustments) of integration and reorganization costs Provision for (recovery of) losses on accounts receivable, net Amortization of debt issuance and debt discount costs Gain on investment in debt securities Cumulative change in fair value...sale... 42 NEW WORLD RESTAURANT GROUP, ...

  • Page 33
    ... or licenses various restaurant concepts under the brand names of Einstein Bros. Bagels and Einstein Bros. Café (collectively known as Einstein Bros.), Noah' s New York Bagels (Noah' s), Manhattan Bagel Company (Manhattan), Chesapeake Bagel Bakery (Chesapeake) and New World Coffee (New World). We...

  • Page 34
    During fiscal 2005, we recorded approximately $0.2 million in impairment charges related to company-owned stores and approximately $0.1 million in exit costs from the decision to close one restaurant. During fiscal 2004, we recorded $0.5 million in impairment charges for long-lived asset impairments...

  • Page 35
    ... ended 2005, 2004 and 2003, respectively, and are included in retail costs of sales in the consolidated statements of operations. 46 NEW WORLD RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Income Taxes http://www.sec.gov/Archives/edgar/data/949373...

  • Page 36
    ... record valuation allowances against additional deferred tax assets until such time that recoverability of such assets is demonstrated. The provision (benefit) for income taxes reflected in our consolidated statements of operations represents minimum state taxes payable. Net Loss per Common Share In...

  • Page 37
    ... by our franchisees that are earmarked as advertising fund contributions. (b) On July 3, 2003, we placed in escrow an advanced refunding of the New Jersey Economic Development Authority (NJEDA) note dated http://www.sec.gov/Archives/edgar/data/949373/000110465906016136/a06-3178_110k.htm[9/11/2014...

  • Page 38
    ... level of purchases or period of time. Vendor rebates are recorded as a reduction to cost of sales when products are sold. 5. INVENTORIES Inventories, which consist of food, beverage, paper supplies and bagel ingredients, are stated at the lower of cost or market, with cost being determined by the...

  • Page 39
    ...ended 2005, 2004 and 2003, respectively. The remaining aggregate amortization expense of $3.9 million is to be fully amortized during fiscal year 2006. 51 NEW WORLD RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) http://www.sec.gov/Archives/edgar/data...

  • Page 40
    ...: January 3, 2006 December 28, 2004 Payroll and related bonuses Interest Integration and reorganization Gift cards Other Total accrued expenses $ 13,064 181 - 2,745 8,799 $ 24,789 $ 12,450 10,249 21 2,476 9,640 $ 34,836 52 NEW WORLD RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated...

  • Page 41
    ... ratio with a minimum and maximum applicable margin of 0.5% and 2.5%, respectively. As of January 3, 2006 and December 28, 2004, the interest rate on the borrowings outstanding under the AmSouth Revolver was 7.75% and 6.25%, respectively. We are required to pay an unused credit line fee of 0.50% per...

  • Page 42
    ...the asset values of $63,000 and $51,000 and the related accumulated amortization...restaurant leases have renewal clauses of 1 to 20 years at our option and, in some cases, have provisions for contingent rent based upon a percentage of gross sales, as defined in the leases. Rent expense for fiscal 2005...

  • Page 43
    ... ENBC and its 56 NEW WORLD RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) majority-owned subsidiary, Einstein/Noah Bagel Partners, L.P. which operated 2 brands: Einstein Bros. Bagels and Noah' s New York Bagels. The Einstein Acquisition in 2001 was...

  • Page 44
    ... the Bridge Loan, which bore interest at an initial rate of 14% per annum and increased by 0.35% on the fifteenth day of each month beginning July 15, 2002. The Bridge Loan was secured by the Einstein Bonds. We issued Series F to pay the remaining balance of the Bridge Loan. Additionally, we issued...

  • Page 45
    ...of directors; and 58 NEW WORLD RESTAURANT GROUP, INC. AND ...value (the closing price of our common stock on September 24, 2003). Because fair value exceeded the negotiated conversion price...value is $1,000 per share; · an annual dividend rate equal to 250 basis points higher than the highest rate...

  • Page 46
    ..., each right will entitle its holder to purchase, at the right' s then-current exercise price, a number of the acquiring company' s common shares having a market value at that time of twice the right' s exercise price. 16. STOCK OPTION AND WARRANT PLANS 1994 and 1995 Plans Our 1994 Stock Plan (1994...

  • Page 47
    ... our stockholders under applicable law or upon ... vest based on company performance. As of...2005, 2004 and 2003 were as follows: 2005 Number of Options 2004 2003 Weighted Average Exercise Price 2005...16.89 $ 4.12 $ 33.99 61 NEW WORLD RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated...

  • Page 48
    ... by us. The following table presents the activity and balances related to the 2001 restructuring accrual: Contract Termination and Other Costs Facility Consolidation Costs Severance Costs Store Lease Termination Total Initial accrual Application of costs against the accrual Adjustments to the...

  • Page 49
    ... of our new menu offerings and approximately $1.5 million due to the abandonment of leasehold improvements related to closed restaurants and our administrative facilities located in New Jersey. The loss on disposal or abandonment of assets was offset by a gain of approximately $90,000 on the sale of...

  • Page 50
    ..., other operating expenses and the net book value of the assets related to the sale of the coffee roasting plant and three retail locations included in the Willoughby' s business were immaterial in relation to our Einstein Bros., Noah and Manhattan restaurants, as well as the consolidated financial...

  • Page 51
    ...annual limitation under the provisions of Section 382 of the Internal Revenue Code. At this time... NEW WORLD RESTAURANT ...related party transactions involving these investors during the 2005, 2004 and 2003 fiscal years. Greenlight Capital, LLC and its affiliates http://www.sec.gov/Archives/edgar/data...

  • Page 52
    ... and pricing on an annual basis. Furthermore, from time to time, we will commit to the purchase price of certain commodities that are related to the ingredients used for the production of our bagels. On a periodic basis, we review the relationship of these http://www.sec.gov/Archives/edgar/data...

  • Page 53
    ..., filed a putative class action against Einstein and Noah Corp. ("ENC") in the Superior Court for the State of California, County of San Francisco for failure to pay overtime wages to managers and assistant managers of the California Noah' s restaurants. In April 2004, we agreed to settle the...

  • Page 54
    ... 2011 and provides for interest based upon the prime rate or LIBOR plus a margin. The margin may increase or decrease up to 0.25% based upon our consolidated leverage ratio as defined in the agreement. The initial 69 NEW WORLD RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial...

  • Page 55
    ...28, 2006, our average cash interest rate is expected to improve to approximately 10.2% as compared with 13.0% on the debt it replaced. 71 NEW WORLD RESTAURANT GROUP, INC. Schedule II-Valuation and Qualifying Accounts (in thousands of dollars) Balance at beginning of period Balance at end of period...

  • Page 56
    ...2006 Proxy Statement, which will be filed within 120 days after the close of the 2005 fiscal year, and is hereby incorporated by reference. Information regarding executive officers is included in Part I of this Form 10-K, as permitted by General Instruction G(3). ITEM 11. EXECUTIVE COMPENSATION This...

  • Page 57
    ... statement schedules are omitted because they are not required or are not applicable. (3)...New World Restaurant...Einstein and Noah Corp. and The Bank of New York, as Collateral Agent(8) Trademark Security Agreement dated as of July 8, 2003, between Manhattan Bagel Company, Inc. and The Bank of New York...

  • Page 58
    ... 2002 and Letter Agreement, effective as of December 14, 2004, dated February 23, 2005, by and among New World Restaurant Group, Inc., Einstein and Noah Corp., Manhattan Bagel Company, Inc., and Harlan Bagel Supply Company, LLC, Harlan Bakeries, Inc., Hal P. Harlan, Hugh P. Harlan and Doug H. Harlan...

  • Page 59
    ..., 2004. (19) Incorporated by reference from Registrant' s Annual Report on Form 10-K for the Fiscal Year Ended December 28, 2004, filed on March 11, 2005. (20) Incorporated by reference from Registrant' s Schedule 14A, filed on April 29, 2005 included as annex A. (21) Incorporated by reference from...

  • Page 60
    ... by the undersigned, thereunto duly authorized. NEW WORLD RESTAURANT GROUP, INC. Date: March 10, 2006 By: /s/ Paul J.B. Murphy, III Paul J. B. Murphy, III Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following...