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Form 10-K
http://www.sec.gov/Archives/edgar/data/949373/000119312512092597/d260635d10k.htm[9/11/2014 10:08:30 AM]
10-K 1 d260635d10k.htm FORM 10-K
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One):
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 3, 2012
OR
¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-33515
EINSTEIN NOAH RESTAURANT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3690261
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
555 Zang Street, Suite 300, Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
Registrant’ s telephone number, including area code: (303) 568-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Common Stock, $.001 par value The NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ 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 Act. Yes ¨ 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 x No ¨
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 (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes x No ¨
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. ¨
Indicate by check mark whether the registrant is 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.
Large accelerated filer ¨ Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting common equity held by non-affiliates of the registrant as of the last business day of the second fiscal
quarter, June 28, 2011 was $89,026,891 (computed by reference to the closing sale price as reported on the NASDAQ Global Market). As of
February 27, 2012 there were 16,849,728 shares of the registrant’ s Common Stock, par value of $0.001 per share 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 2012 annual

Table of contents

  • Page 1
    ... to Commission File Number 001-33515 EINSTEIN NOAH 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.) 555 Zang Street, Suite 300, Lakewood, Colorado...

  • Page 2
    ..., new product execution, restaurant openings or closings, operating margins, the availability of acceptable real estate locations, the sufficiency of our cash balances and cash generated from operating and financing activities for our future liquidity and capital resource needs, growth of franchise...

  • Page 3
    ... restaurants are franchised except for one company-owned location. Our product offerings include fresh-baked bagels and other bakery items baked on-site, made-to-order breakfast and lunch sandwiches on a variety of bagels, breads or wraps, gourmet soups and salads, assorted pastries, premium coffees...

  • Page 4
    ... company-owned restaurant sales. Noah' s is a neighborhood-based, New York inspired bakery/deli restaurant that serves fresh-baked bagels, hot breakfast sandwiches, made-to-order deli-style sandwiches, cream cheese and other spreads, specialty coffees and teas, soups, salads and other unique menu...

  • Page 5
    ... fiscal year 2011, we operated five commissaries that were geographically located to best serve our existing company-owned, franchised and licensed restaurants. These operations provided our restaurants with critical food products such as sliced meats, cheeses, and/or certain salad ingredients. We...

  • Page 6
    ..., operational experience and financial strength to develop several restaurants in a designated market. The franchise agreement requires an up-front fee of $35,000 per restaurant and a 5% royalty based on net sales. Our Einstein Bros. franchise restaurants that have been open for one year generally...

  • Page 7
    ... generate additional revenues without incurring significant additional expense, capital commitments or many of the other risks associated with opening new company-owned restaurants. We continue to actively market the Einstein Bros. brand franchise rights in an effort to sign multi-location deals. As...

  • Page 8
    ... from time to time in news releases, reports, proxy statements, registration statements and other written communications, as well as verbal forward-looking statements made from time to time by representatives of the Company. An expanded discussion of some of these risk factors follows. The list of...

  • Page 9
    ... or those of our competitors, could reduce demand for certain or all of our menu offerings. If any of our guests become ill from consuming our products, the affected restaurants may be forced to close and we may be subject to legal liability. An instance of food contamination originating from one of...

  • Page 10
    ...company-owned restaurants through various sub-initiatives including: promoting and offering value to our customers through marketing, discounts, coupons and new menu offerings and broadening our offerings across multiple dayparts, improving our ordering and production systems, expanding our catering...

  • Page 11
    ... ingredients and natural resources, near-term construction costs for our new restaurants as well as sales in our restaurants going forward. If we do not anticipate or react to changing costs of food and other raw materials by adjusting our purchasing practices or menu prices, our operating margins...

  • Page 12
    ... from our less leveraged competitors. Economic, financial, competitive, legislative and other factors beyond our control may affect our ability to generate cash flow from operations to make payments on our indebtedness, to fund necessary working capital or to pay dividends to our stockholders...

  • Page 13
    ... licensees and the manner in which they operate their restaurants to develop and promote our business. Franchisees and licensees are independent operators and are not our employees. As we offer and grant franchises for our Einstein Bros. and Manhattan Bagel brands, our reliance on our franchisees is...

  • Page 14
    ... points over any three-year testing period. Due to transactions involving the sale or other transfer of our stock from the date of our last ownership change through the date of the secondary public offering of our common stock, and changes in the value of our stock during that period, any new...

  • Page 15
    ... of shares of our common stock by our stockholders could cause our stock price to fall. If a substantial number of shares of our common stock are sold in the public market, the market price of our common stock could fall. The perception among investors that these sales will occur could also produce...

  • Page 16
    ...closed. Information with respect to our headquarters, production and commissary facilities is presented below: Location Facility Square Feet Lease Expiration Lakewood, Colorado Whittier, California Carrolton (Dallas), Texas Grove City (Columbus), Ohio Orlando, Florida Denver, Colorado Headquarters...

  • Page 17
    Form 10-K Maryland Massachusetts Michigan Minnesota Mississippi Missouri Nevada New Hampshire New Jersey New Mexico New York North Carolina Ohio Oklahoma Oregon Pennsylvania South Carolina South Dakota Tennessee Texas Utah Virginia Washington Wisconsin 12 2 15 5 0 12 14 1 5 5 0 0 9 0 13 9 0 0 0 34...

  • Page 18
    ...are multi-concept companies with a similar organizational structure, are participants of the restaurant industry and have a sufficient period of operating history for continuous inclusion in the PGI. http://www.sec.gov/Archives/edgar/data/949373/000119312512092597/d260635d10k.htm[9/11/2014 10:08:30...

  • Page 19
    ... any future period. January 1, 2008 (52 weeks) Selected Statements of Operations Data: Revenues Cost of goods sold Labor costs Rent and related expenses Other operating costs Marketing costs $ 402,902 110,397 111,453 36,289 35,786 3,255 Fiscal years ended: December 30, December 29, December 28, 2008...

  • Page 20
    ... Comparable store sales represent sales at restaurants open for six fiscal quarters that have not been closed during the current year. System-wide comparable store sales represent all eligible stores that are company-owned, franchised or licensed. Company-owned restaurant comparable store sales only...

  • Page 21
    ...benefited from the continued success of our bagel thin sandwich platform and our focus on healthy, low calorie food options. Our catering business, on a comparable store basis, grew by approximately 16.5% with our focus on our online ordering system and on search engine/online marketing. We targeted...

  • Page 22
    ... bulk bagels, catering, and premium sandwich innovation Build brand awareness with a balanced approach of grass roots and mass marketing Grass roots local brand activation Targeted digital/outdoor media Launch loyalty program Our catering channel will continue to benefit from our online ordering...

  • Page 23
    ... or decrease in comparable store sales to assess business trends. Comparable store sales exclude closed locations. We use company-owned store sales, franchise and license sales and the resulting system-wide sales information internally in connection with restaurant development decisions, planning...

  • Page 24
    Form 10-K other companies. We do not record franchise or license restaurant sales as revenues. However, royalty revenues are calculated based on a percentage of franchise and license restaurant sales, as reported by the franchisees or licensees. Results of Operations for Fiscal 2011 as compared to ...

  • Page 25
    ...) December 28, January 3, 2010 2012 Company-owned restaurant sales Percent of total revenues Cost of sales: Cost of goods sold Labor costs Rent and related expenses Other operating costs Marketing costs Total company-owned restaurant costs Total company-owned restaurant gross margin $ 372,191 90...

  • Page 26
    ...ways to target $3.0 million in annualized incremental savings on a go-forward basis without negatively impacting the customer experience. As a percentage of company-owned restaurant sales, labor costs, other operating costs (which include marketing costs), and rent and related costs were essentially...

  • Page 27
    Form 10-K Franchise and License Operations Fiscal year ended (in thousands) December 28, January 3, 2010 2012 Increase/ (Decrease) 2011 vs. 2010 Franchise and license related revenues Percent of total revenues Number of franchise and license restaurants $ 9,115 2.2% 302 $ 10,330 2.4% 333 13.3%...

  • Page 28
    ... 29, December 28, 2009 2010 Revenues Cost of sales Operating expenses Income from operations Interest expense, net Adjustment for Series Z modification* Write-off of debt issuance costs upon redemption of term loan Income before income taxes Total (benefit) provision for income tax Net income...

  • Page 29
    ...) December 29, December 28, 2009 2010 Company-owned restaurant sales Percent of total revenues Cost of sales: Cost of goods sold Labor costs Rent and related expenses Other operating costs Marketing costs Total company-owned restaurant costs Total company-owned restaurant gross margin $ 370,412 90...

  • Page 30
    ... raw ingredient we purchase at approximately 8.0% of our cost of goods sold. To mitigate the risk of increasing market prices, we utilized a third party advisor to manage our wheat purchases for our company-owned manufacturing facility. As a result of this relationship, our wheat costs declined...

  • Page 31
    ... of the net opening of 32 license locations and 15 franchise locations over the last twelve months. For fiscal 2010, franchise and license comparable store sales were +2.7%. Corporate Support Fiscal Year Ended Increase/ (Decrease) 2010 vs. 2009 Percentage of total revenues December 29, December...

  • Page 32
    ... tax expense of $7.6 million. 38 Table of Contents Reconciliation of Non-GAAP Measures to GAAP Measures EINSTEIN NOAH RESTAURANT GROUP, INC. NON-GAAP FINANCIAL INFORMATION Fiscal Year Ended December 29, 2009 December 28, 2010 (in thousands, except earnings per share and related share information...

  • Page 33
    ... installing drive-thru lanes and adding new exterior signage. The following is information on our restaurant economics as of January 3, 2012 and represents the average company-owned restaurant that has been open longer than one year: Unit Economics January 3, http://www.sec.gov/Archives/edgar/data...

  • Page 34
    ... pre-opening expenses. Restaurant operating profit $159,000 plus 2011 average restaurant rent expense of $70,000 per year. Average rent expense capitalized at 8 times plus cash investment cost of $503,000. Cash Flow Through On A Per Store Basis Fiscal Year Ended January 3, 2012 Franchised Company...

  • Page 35
    ... of new coffee equipment, exterior signs and new menu boards; $6.4 million for replacement of equipment at our existing company-owned restaurants and at our manufacturing operations; and $1.0 million for general corporate purposes. http://www.sec.gov/Archives/edgar/data/949373/000119312512092597...

  • Page 36
    ... restaurant to a franchisee and sales of equipment 7.8 million to open new restaurants and upgrade existing restaurants in 2009 and 2010; $6.7 million for replacement of equipment at our existing company-owned restaurants and at our manufacturing operations; and $2.1 million for general corporate...

  • Page 37
    ... the carrying values of these assets may not be recoverable. For the purpose of reviewing restaurant assets for indicators of potential impairment, assets are grouped together at the market level. The Company manages its restaurants by market with significant common costs and promotional activities...

  • Page 38
    ...an increase to company-owned restaurant revenues. Our estimate of gift card breakage is based upon reasonable and reliable company-specific historical information that we believe is predictive of the future and relates to a large pool of homogenous gift card transactions over a sufficient time frame...

  • Page 39
    ... ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 28, 2010 and January 3, 2012 Consolidated Statements of Operations for fiscal years 2009, 2010 and 2011...

  • Page 40
    ... three years in the period ended January 3, 2012. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15 (2). These financial statements and financial statement schedule are the responsibility of Einstein Noah...

  • Page 41
    ... Company Accounting Oversight Board (United States), the consolidated balance sheets of Einstein Noah as of January 3, 2012, and December 28, 2010, and the related consolidated statements of operations, comprehensive income, shareholders' (deficit) equity, and cash flows for each of the three years...

  • Page 42
    ... financial statements. 52 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except earnings per share and related share information) December 29, 2009 Fiscal year ended December 28, 2010 January 3, 2012 Revenues: Company-owned restaurant...

  • Page 43
    Form 10-K Diluted 16,526,869 16,804,726 16,880,321 The accompanying notes are an integral part of these consolidated financial statements. 53 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) December 29, 2009 Fiscal year ...

  • Page 44
    ...part of these consolidated financial statements. 55 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) December 29, 2009 Fiscal year ended December 28, 2010 January 3, 2012 OPERATING ACTIVITIES: http://www.sec.gov/Archives/edgar/data/949373...

  • Page 45
    ... owner/operator, franchisor and licensor of bagel specialty restaurants in the United States. As of January 3, 2012, the Company owned, franchised or licensed various restaurant concepts under the brand names of Einstein Bros. Bagels ("Einstein Bros."), Noah' s New York Bagels ("Noah' s"), Manhattan...

  • Page 46
    ... for the Company' s brands. Information regarding the revenues and costs of sales for each business segment has been reported in Note 19 for fiscal years 2009, 2010 and 2011. Fiscal Year The Company has a 52/53-week fiscal year ending on the Tuesday closest to December 31. Fiscal years 2009 and...

  • Page 47
    ...straight-line method over the shorter of their 58 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements useful lives or the non-cancelable lease term. In circumstances where failure to exercise a renewal option would result in the Company...

  • Page 48
    ... Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements determined by allocating the unit' s fair value to its assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination...

  • Page 49
    ...revenues for fiscal years 2009, 2010 and 2011, respectively. 61 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Franchise and license related revenues - Initial fees received from a franchisee or licensee to establish a new location...

  • Page 50
    ... costs, are expensed as incurred prior to a restaurant opening for business. 62 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Advertising Costs The Company expenses advertising costs as incurred except for expenses related...

  • Page 51
    ...Company. 64 • Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Vesting of awards can either be based on the passage of time or on the achievement of performance goals. For awards that vest on the passage of time, compensation cost...

  • Page 52
    ... The Company acquired nine restaurants during the fiscal year ended January 3, 2012. The most significant acquisition was of the assets of Kettleman Bagel Company, a five-store bagel chain in Portland, Oregon, for $5.0 million. The Company expects to rebrand Kettleman Bagel into Einstein Bros. in...

  • Page 53
    ... fiscal year ended January 3, 2012, the Company recorded $0.3 million in acquisition costs related to these nine acquisitions. These amounts are included in other operating expenses (income), net on the accompanying consolidated statement of operations. 66 Table of Contents EINSTEIN NOAH RESTAURANT...

  • Page 54
    ... 32 360 74 85 $551 (1) Excludes the original cost and accumulated amortization of fully-amortized intangibles 67 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Company estimates that the amortization of these intangibles will...

  • Page 55
    ... of interest expense in fiscal 2011. As of January 3, 2012, the Company was in compliance with all financial and operating covenants. 69 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Company' s obligations on its Senior Credit...

  • Page 56
    ... the fiscal years 2009, 2010 and 2011, respectively, and is included in interest expense in the accompanying consolidated statements of operations. In the fourth quarter of fiscal year 2010, the Company recorded a charge of approximately $1.0 million in unamortized debt issuance costs related to its...

  • Page 57
    ... redemption amount of approximately $2.6 million. 71 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 11. STOCKHOLDERS' EQUITY Common Stock The Company intends to pay regular quarterly dividends at the discretion of its Board. The...

  • Page 58
    ...,000 shares of common stock to eligible individuals through the various forms of permitted awards. 72 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The maximum number of shares for which options or stock appreciation rights may be...

  • Page 59
    ... of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Stock Option and SARs Activity The weighted-average fair value of stock options and SARs issued and the total intrinsic value of options and SARs exercised were: 2009 2010 2011 (In thousands...

  • Page 60
    Form 10-K 1,217,749 74 $12.17 6.85 566,665 $ 10.68 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of January 3, 2012, the Company has approximately $1.2 million of total unrecognized compensation cost related to non-vested...

  • Page 61
    Form 10-K EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 14. INCOME TAXES The components of the Company' s income taxes (benefit) provision are as follows: December 29, 2009 December 28, 2010 (in thousands) January 3, 2012 Current Federal State ...

  • Page 62
    ... will expire prior to their utilization. Accordingly, the Company has provided a full valuation allowance of $4.8 million related to this 77 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements portion of its deferred tax assets. As of...

  • Page 63
    ... tax benefits are recognized in the future, the Company' s effective tax rate will not be impacted. 78 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Uncertain tax positions The following table summarizes the activity related to...

  • Page 64
    ... an employee of Greenlight until his retirement from Greenlight in February 2011. 79 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 17. COMMITMENTS AND CONTINGENCIES See Note 8 for information regarding the Company' s outstanding...

  • Page 65
    ... time, the Company will commit to the purchase price of certain commodities that are related to the ingredients used for the production of its bagels, cream cheese and coffee. On a periodic basis, the Company reviews the relationship of these purchase commitments to its business plan, general market...

  • Page 66
    ... of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 19. SEGMENTS The Company' s senior management team manages the business and allocates resources via a combination of restaurant sales reports and gross profit information related to the...

  • Page 67
    ... EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Segments Fiscal 2011: Companyowned restaurants Manufacturing and commissary Franchise and license (in thousands) Corporate support Consolidated Revenues: Company-owned restaurant sales Manufacturing...

  • Page 68
    ... 10-K Notes to Consolidated Financial Statements Fiscal year 2011: 2nd Quarter 3rd Quarter 4th Quarter (13 wks) (13 wks) (14 wks) (in thousands, except earnings per share and related share information) 1st Quarter (13 wks) Revenue Income from operations Net income available to common stockholders...

  • Page 69
    ...chief executive officer and our chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of...

  • Page 70
    ... OFFICERS AND CORPORATE GOVERNANCE Information relating to directors required by Item 10 will be included in our definitive proxy statement with respect to our 2012 Annual Meeting of Stockholders (the "Proxy Statement"), which will be filed within 120 days after the close of the 2011 fiscal year...

  • Page 71
    ...Financial Statements included in Part II, Item 8 for a list of the financial statements included in this Form 10- See the end of Part II, Item 8 for Schedule II-Valuation and Qualifying Accounts. All other financial statement schedules are omitted because they are not required or are not applicable...

  • Page 72
    ... 2007 Annual Meeting of Stockholders. Einstein Noah Restaurant Group, Inc Equity Plan for Non-Employee Directors, effective May 3, 2011, is hereby incorporated by reference to Exhibit 10.1 to the Company' s Current Report on Form 8-K filed May 5, 2011. Form of Restricted Stock/Restricted Stock Unit...

  • Page 73
    ... February 20, 2007. Einstein Noah Restaurant Group, Inc. Nonqualified Deferred Compensation Plan is hereby incorporated by reference to Exhibit 10.15 to the Company' s Annual Report on Form 10-K for the fiscal year ended January 1, 2008. Jeffrey J. O' Neill Offer of Employment dated December 3, 2008...

  • Page 74
    ...from the Annual Report on Form 10-K of Einstein Noah Restaurant Group, Inc. for the fiscal year ended January 3, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of...