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10-K
http://www.sec.gov/Archives/edgar/data/949373/000119312514073832/d629623d10k.htm[9/11/2014 10:05:27 AM]
10-K 1 d629623d10k.htm 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 December 31, 2013
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 amendment to this Form 10-K. x
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 ¨

Table of contents

  • Page 1
    ... ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 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...

  • Page 2
    ... for the 2014 annual meeting of stockholders, which will be filed with the SEC within 120 days after the close of the 2013 fiscal year. Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. FORM 10-K TABLE OF CONTENTS PART I ITEM 1. ITEM 1A. ITEM 1B. ITEM 2. ITEM 3. ITEM 4. BUSINESS RISK FACTORS...

  • Page 3
    ... year, unless the context otherwise indicates. ITEM 1. BUSINESS General development of our Company: Einstein Noah Restaurant Group, Inc. is a Delaware corporation operating primarily under the Einstein Bros. Bagels ("Einstein Bros."), Noah' s New York Bagels ("Noah' s") and Manhattan Bagel Company...

  • Page 4
    ... company-owned restaurant sales in fiscal 2013. Noah' s is a neighborhood-based, New York inspired bakery/deli restaurant that serves fresh-baked bagels, hot breakfast sandwiches, cream cheese and other spreads, premium coffees, specialty beverages, made-to-order deli-style sandwiches, soups, salads...

  • Page 5
    ..., we believe that our catering operation continues to benefit from this on-line ordering capability as well as an outsourced and expanded call center, digital marketing and an optimized menu. Catering accounts for approximately 9% of our company-owned restaurant sales. • Product Supply: Our...

  • Page 6
    ...a 4% advertising fund contribution based on gross sales. Our Einstein Bros. franchise restaurants that have been open for at least one year generally have average unit volumes of approximately $895,000. http://www.sec.gov/Archives/edgar/data/949373/000119312514073832/d629623d10k.htm[9/11/2014 10:05...

  • Page 7
    ...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 of February 21, 2014...

  • Page 8
    ... our website into this Annual Report on Form 10-K. We also make available on our website and in print to any stockholder who requests it, our Audit and Compensation Committees charters, as well as the Code of Conduct that applies to all directors, officers and associates of the company. Amendments...

  • Page 9
    ... our business strategy, including opening new restaurants, could negatively impact our operations. Our success depends in part on our ability to understand and satisfy the needs of our guests, franchisees and licensees. Our key strategies are to drive comparable store sales growth; manage corporate...

  • Page 10
    ... premium coffee and specialty beverage offerings. This could further increase competition in the breakfast daypart. In addition to current competitors, one or more new major competitors with substantially greater financial, marketing and operating resources could enter the market at any time and...

  • Page 11
    ... products ordered from our distributors by our company-owned, franchised and licensed restaurants could increase our distribution costs. These risks could have a material adverse effect on our business, financial condition and results of operations. Increased costs and distribution issues related to...

  • Page 12
    ...and natural disasters that may at times affect regions in which our company-owned, franchised and licensed restaurants are located, regions that produce raw ingredients for our restaurants, or locations of our distribution network. As a result of the seasonality of our business and our industry, our...

  • Page 13
    ...impose new business or disclosure obligations on us. The failure to comply with or substantial changes in federal, state and local rules and regulations would have an adverse effect on us. Under various federal, state and local laws, an owner or operator of real estate may be liable for the costs of...

  • Page 14
    ... cash flow. Similar rules and limitations may apply for state income tax purposes as well. Failure of our internal controls over financial reporting could harm our business and financial results. http://www.sec.gov/Archives/edgar/data/949373/000119312514073832/d629623d10k.htm[9/11/2014 10:05:27 AM]

  • Page 15
    ...report our financial results accurately and timely or to detect and prevent fraud. A significant financial reporting failure or material weakness in internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our stock. Risk Factors Relating...

  • Page 16
    ...of December 31, 2013, our company-owned facilities, franchisees and licensees operated in 42 states and in the District of Columbia as follows: Location Company Franchise License Total Alabama Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Idaho 0 30...

  • Page 17
    ... would have a material adverse effect on our business, results of operations or financial condition. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 21 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES...

  • Page 18
    ... group as the included companies are multi-concept restaurant companies with a similar organizational structure and have a sufficient period of operating history for continuous inclusion in the PGI. http://www.sec.gov/Archives/edgar/data/949373/000119312514073832/d629623d10k.htm[9/11/2014 10:05:27...

  • Page 19
    ...) Selected Statements of Operations Data: Revenues Cost of goods sold Labor costs Rent and related expenses Other operating costs Marketing costs Manufacturing and commissary costs General and administrative expenses $ 408,562 108,024 113,441 40,406 37,384 4,527 26,573 35,442 Fiscal Year 2010 2011...

  • Page 20
    ... money market cash accounts. 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...

  • Page 21
    ... ordering system, online search engine and online marketing resulted in growth of our catering business by approximately 18%. Our catering business now makes up approximately 9% of our company-owned restaurant revenues. Coffee and blended beverage sales also represent approximately 9% of our menu...

  • Page 22
    ....3 million in sales for 2013, on which we receive a royalty. We opened units in Dallas/Fort Worth, Denver, San Diego and Atlanta in fiscal 2013 and were recently awarded additional locations in the San Diego, Atlanta, La Guardia (New York), Miami and San Jose (California) airports. We currently have...

  • Page 23
    ... the restaurant in our open store count, but exclude its sales from our comparable store sales. As of December 31, 2013, there are four stores that are currently closed but that we intend to relocate, and are thus considered to be temporarily closed. We use company-owned store sales, franchise and...

  • Page 24
    ... review process. We did not incur similar costs in fiscal 2013. Consolidated Results - Fiscal 2013 vs Fiscal 2012 Fiscal Year Ended (in thousands) January 1, December 31, 2013 2013 Increase/ (Decrease) 2013 vs. 2012 Revenues Cost of sales Operating expenses Income from operations Interest expense...

  • Page 25
    ...31, 2013 2013 Company-owned restaurant sales Percent of total revenues Cost of sales (exclusive of depreciation and amortization): 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...

  • Page 26
    ... range of 1.0% to 2.0% for fiscal 2014. 92% 100% 84% 100% As a percentage of company-owned restaurant sales, labor costs increased by 30 basis points to 29.3% in fiscal 2013, primarily due to deleveraging of costs resulting from our investment in discounting, new stores and larger insurance claims...

  • Page 27
    ... revenue recorded on unit openings. Franchise and license comparable store sales were +0.4% for the fiscal year ended December 31, 2013. In fiscal 2013, we opened 37 licensed locations and 14 franchised locations, including our first restaurants in Montana, Vermont and Iowa. As of February 21, 2014...

  • Page 28
    ... 2013 fiscal year. As a result, these federal employment tax credits were applied to our fiscal 2013 annual effective tax rate. Results of Operations for Fiscal 2012 as compared to Fiscal 2011 Financial Highlights • • System-wide comparable store sales increased +1.0%. Total revenues increased...

  • Page 29
    ... in fiscal 2011 contributed an additional $0.1 million of revenue. Cost of goods sold decreased 180 basis points as a percentage of company-owned restaurant sales as a result of our cost savings initiatives and the leveraged impact of price increases. Net income decreased 3.5% primarily due to the...

  • Page 30
    ... 1, 2012 2013 Company-owned restaurant sales Percent of total revenues Cost of sales (exclusive of depreciation and amortization): 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...

  • Page 31
    ...$1.5 million to the company in fiscal 2012. Franchise and License Operations Fiscal Year Ended (in thousands) January 3, January 1, 2012 2013 Increase/ (Decrease) 2012 vs . 2011 Franchise and license related revenues Percent of total revenues Number of franchise and license restaurants 39 $ 10,330...

  • Page 32
    ... gains on the sale of three restaurants, a 40 Table of Contents gain on the insurance proceeds from a restaurant fire and we incurred acquisition costs related to the purchase of nine stores. In fiscal 2012, we expensed approximately $1.2 million for an employee benefit settlement. We also...

  • Page 33
    ... valuation allowance. 41 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. NON-GAAP FINANCIAL INFORMATION Fiscal Year Ended January 3, January 1, 2012 2013 (in thousands, except earnings per share and related share information) Total revenues, as reported Impact of extra week in fiscal 2011...

  • Page 34
    ...(2) (3) $ $ $ 874 162 18.5% 556 29% 237 1,156 21% $ $ Amount excludes pre-opening expenses. Restaurant operating profit $162,000 plus 2013 average restaurant rent expense of $75,000 per year. http://www.sec.gov/Archives/edgar/data/949373/000119312514073832/d629623d10k.htm[9/11/2014 10:05:27 AM]

  • Page 35
    ... for company-owned restaurants open for greater than one year and weighted average royalty rate of system for license and franchise. Franchisees also contribute 4.0% of sales for marketing activities which equates to an average of $36,000 per location. Only reflects Einstein Bros. Senior Credit...

  • Page 36
    ...new menu boards; $6.1 million for replacement of equipment at our existing company-owned restaurants and at our manufacturing operations; and $0.8 million for information technology upgrades and other general corporate purposes. We also received $2.1 million in proceeds from the sale of six company...

  • Page 37
    ...for dealing with increased costs. However, the impact of inflation on labor and occupancy costs could, in the future, affect our operations. We pay many of our 47 Table of Contents associates based on hourly rates slightly above the applicable minimum federal, state or municipal "living wage" rates...

  • Page 38
    .... 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 which are generally not clearly identifiable with an...

  • Page 39
    ... the future. Certain share-based payments, such as employee stock options, may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value may be realized from these...

  • Page 40
    ... to manage our wheat purchases. In addition to wheat, we have established contracts and entered into commitments with our vendors for Class III milk, butter, cheese and coffee. 51 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Audited Annual Financial Statements Reports...

  • Page 41
    ... of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the...

  • Page 42
    ... financial statements of the Company as of and for the year ended December 31, 2013, and our report dated February 27, 2014, expressed an unqualified opinion on those financial statements. /s/ GRANT THORNTON LLP Denver, Colorado February 27, 2014 54 Table of Contents EINSTEIN NOAH RESTAURANT...

  • Page 43
    ... Franchise and license related revenues Total revenues Cost of sales (exclusive of depreciation and amortization shown separately below): Company-owned restaurant costs Cost of goods sold Labor costs Rent and related expenses Other operating costs Marketing costs Total company-owned restaurant costs...

  • Page 44
    ...notes are an integral part of these consolidated financial statements. 56 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands, except share information) Common Stock Shares Amount Additional Paid In Capital Accumulated Other...

  • Page 45
    ... of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) January 3. 2012 Fiscal Year Ended January 1, 2013 December 31, 2013 OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation...

  • Page 46
    ... owner/operator, franchisor and licensor of bagel specialty restaurants in the United States. As of December 31, 2013, the Company owned, franchised or licensed 852 restaurant concepts located in 42 states and the District of Columbiaunder the brand names of Einstein Bros. Bagels ("Einstein Bros...

  • Page 47
    ... payment history, the customer' s current ability to pay its obligation to the Company and the condition of the general economy and the industry as a whole. Inventories Inventories, which consist of food, beverage, paper supplies and bagel ingredients, are stated at the lower of cost or market. Cost...

  • Page 48
    ...asset impairment analyses for fiscal years 2011, 2012 and 2013. 61 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Business Combinations The Company allocates the purchase price of an acquired business to its net identifiable assets...

  • Page 49
    ... a new location, which is generally at the time the franchisee or licensee commences operations. Continuing royalties are calculated as a percentage of the net sales of the Company' s franchised and licensed locations. Franchise and license related revenues for fiscal years 2011, 2012 and 2013...

  • Page 50
    ... of company-owned restaurant sales. Income from gift card breakage was $0.2 million, $0.9 million and $0.8 million for fiscal years 2011, 2012 and 2013, respectively. Pre-opening Costs Pre-opening costs, including rent, wages, food, marketing and other restaurant operating costs, are expensed as...

  • Page 51
    ... at the grant date. 65 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements • Implied Volatility-Implied volatility is based on the mean reverting average of the Company' s historical stock volatility and that of an industry peer group...

  • Page 52
    .... The new guidance is effective for fiscal years beginning after December 15, 2013, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this statement on the Company' s consolidated financial statements. 3. BUSINESS COMBINATIONS The Company acquired eight...

  • Page 53
    ...985 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The restaurants acquired in fiscal 2013 contributed $0.4 million in net operating revenue for the fiscal year ended December 31, 2013. Pro forma results of operations have not been...

  • Page 54
    ... five years. 69 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following as of: January 1, 2013 December 31, 2013 (in...

  • Page 55
    ... any unused portion of the capital expenditure limit to be carried forward into the following year. 70 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Senior Credit Facility contains customary events of default. In addition, the...

  • Page 56
    ... on its Senior Credit Facility are as follows: Fiscal year (in thousands) 2014 2015 2016 2017 2018 $ 3,750 6,875 11,875 10,000 74,500 $ 107,000 71 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Debt Issuance Costs Debt issuance...

  • Page 57
    ... NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 10. STOCKHOLDERS' EQUITY Common Stock The Company declared quarterly dividends to common stockholders totaling $8.5 million and $8.8 million during fiscal 2012 and 2013, respectively. The Company intends to pay...

  • Page 58
    ... 35% - 42% 2.83% - 4.10% 3.25 - 6.0 years 0.34% - 1.68% 29% - 32% 2.85% - 3.59% Table 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...

  • Page 59
    ...of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of December 31, 2013, the weighted-average remaining life of total outstanding options and SARs, and exercisable and vested options and SARs was 6.76 years and 5.39 years, respectively. As...

  • Page 60
    ...$0.9 million of total unrecognized compensation cost related to RSUs, which will be recognized over a weighted average period of 1.41 years. 76 Table of Contents EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Restricted Stock On January 9, 2009, the...

  • Page 61
    ... Consolidated Financial Statements The Company' s effective tax rate differs from the statutory tax rates as follows: January 3, 2012 January 1, 2013 December 31, 2013 U.S. Federal statutory rate State income tax rate, net of Federal tax benefit Federal employment tax credits Expiring net operating...

  • Page 62
    ...NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Company' s continued utilization of its NOL carryforwards reduces its income tax liabilities. As of January 1, 2013 and December 31, 2013, the Company had $0.4 million and $0.5 million, respectively, of state...

  • Page 63
    ... tax benefits are recognized in the future, the Company' s effective tax rate will not be impacted. 80 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
    ... of the fiscal years 2011, 2012 and 2013. The Company leases office space, restaurant space and certain equipment under operating leases having terms that expire at various dates through fiscal 2030. The restaurant leases have renewal clauses of 1 to 20 years at the Company' s option and, in some...

  • Page 65
    ... time to 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. The Company reviews the relationship of these purchase commitments to its business plan and general market trends...

  • Page 66
    ... Statements Segments Fiscal 2013: Company-owned restaurants Manufacturing Franchise and license (in thousands) Corporate support Consolidated Revenues: Company-owned restaurant sales Manufacturing revenues Franchise and license related revenues Total revenues Cost of sales: Company-owned restaurant...

  • Page 67
    ... NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 1st Quarter (13 wks) Fiscal year 2013: 2nd Quarter 3rd Quarter 4th Quarter (13 wks) (13 wks) (13 wks) (in thousands, except earnings per share and related share information) Revenue Income from operations...

  • Page 68
    ... designed to ensure information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, http://www.sec.gov/Archives/edgar/data/949373/000119312514073832...

  • Page 69
    ... as of December 31, 2013, our chief executive officer and our chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing...

  • Page 70
    ... effective date and to whom it applies on its website or in a report on Form 8-K filed with the SEC. ITEM 11. EXECUTIVE COMPENSATION This information will be included in our Proxy Statement, which will be filed within 120 days after the close of the 2013 fiscal year, and is hereby incorporated by...

  • Page 71
    ... 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. (3) Exhibits The exhibits listed in the...

  • Page 72
    ... Number Description 10.5F+ Form of Notice of Stock Option Grant under the Einstein Noah Restaurant Group, Inc. 2011 Omnibus Incentive Plan is hereby incorporated by reference to Exhibit 10.7 to the Company' s Current Report on Form 8-K filed May 5, 2011. http://www.sec.gov/Archives/edgar/data...

  • Page 73
    ... 10.24 to the Company' s Annual Report on Form 10-K for the fiscal year ended December 28, 2010. Approved Supplier Agreement dated as of November 30, 2006, by and among New World Restaurant Group, Inc., Einstein and Noah Corp., Manhattan Bagel Company, Inc., and Harlan Bagel Supply Company, LLC, and...

  • Page 74
    ... following materials from the Annual Report on Form 10-K of Einstein Noah Restaurant Group, Inc. for the fiscal year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive...