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10-K
http://www.sec.gov/Archives/edgar/data/949373/000119312513085036/d445565d10k.htm[9/11/2014 10:07:50 AM]
The information required by Part III is incorporated herein by reference from the registrant’ s definitive proxy statement for the 2013 annual
meeting of stockholders, which will be filed with the SEC within 120 days after the close of the 2012 fiscal year.
Table of Contents
EINSTEIN NOAH RESTAURANT GROUP, INC.
FORM 10-K
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS 2
ITEM 1A. RISK FACTORS 10
ITEM 1B. UNRESOLVED STAFF COMMENTS 19
ITEM 2. PROPERTIES 19
ITEM 3. LEGAL PROCEEDINGS 20
ITEM 4. MINE SAFETY DISCLOSURES 20
PART II
ITEM 5.
MARKET FOR REGISTRANT’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES 21
ITEM 6. SELECTED FINANCIAL DATA 23
ITEM 7. MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 25
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 48
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 49
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 85
ITEM 9A. CONTROLS AND PROCEDURES 85
ITEM 9B. OTHER INFORMATION 86
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 87
ITEM 11. EXECUTIVE COMPENSATION 87
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS 87
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 87
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 87
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 88
1
Table of Contents
Cautionary Note Regarding Forward-Looking Statements:
We wish to caution our readers that this Annual Report on Form 10-K and certain information incorporated herein by reference contain
forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Forward-looking statements involve risks and uncertainties that may
cause our actual results, performance or achievements to be materially different from any future performance or achievements expressed or
implied by these forward-looking statements. Factors that might cause actual events or results to differ materially from those indicated by these
forward-looking statements may include matters such as future economic performance, general economic conditions, consumer preferences and
spending, costs, competition, 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 and licensing, the impact on our business as a result of Federal and/or State legislation including, but not
limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and the rules promulgated thereunder,