e10vq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 4, 2010.


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-51535

CARIBOU COFFEE COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)


Minnesota (State or other jurisdiction of incorporation or organization)		41-1731219 (I.R.S. Employer Identification No.)


3900 Lakebreeze Avenue North Brooklyn Center, Minnesota (Address of principal executive offices)		55429 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (763) 592-2200

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 þ No o

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 during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer o		Accelerated Filer o		Non-Accelerated Filer o (Do not check if a smaller reporting company)		Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

On August 5, 2010, 20,039,269 shares of Registrant’s $0.01 par value common stock were outstanding.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CARIBOU COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company Limited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 4,			June 28,			July 4,			June 28,
	2010			2009			2010			2009
	(In thousands, except for per share amounts)
				(Unaudited)
Coffeehouse sales	$	57,751		$	55,294		$	113,348		$	108,158
Commercial and franchise sales		11,133			7,660			22,587			15,176

Total net sales		68,884			62,954			135,935			123,334
Cost of sales and related occupancy costs		30,551			27,317			61,950			53,589
Operating expenses		25,067			23,873			50,029			47,275
Depreciation and amortization		3,028			3,570			6,172			7,311
General and administrative expenses		7,633			6,789			14,142			13,378

Operating income		2,606			1,405			3,642			1,781
Other income (expense):
Interest income		5			7			10			7
Interest expense		(64	)		(63	)		(171	)		(121	)

Income before provision for (benefit from) income taxes		2,547			1,349			3,481			1,667
Provision for (benefit from) income taxes		20			59			(138	)		(42	)

Net income		2,527			1,290			3,619			1,709
Less: Net income attributable to noncontrolling interest		106			122			160			195

Net Income attributable to Caribou Coffee Company, Inc.	$	2,421		$	1,168		$	3,459		$	1,514

Basic net income attributable to Caribou Coffee Company, Inc. common shareholders per share	$	0.12		$	0.06		$	0.18		$	0.08

Diluted net income attributable to Caribou Coffee Company, Inc. common shareholders per share	$	0.12		$	0.06		$	0.17		$	0.08

Basic weighted average number of shares outstanding		19,515			19,371			19,514			19,371

Diluted weighted average number of shares outstanding		20,520			20,118			20,381			19,865

See accompanying notes.

CARIBOU COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company Limited)

CONDENSED CONSOLIDATED BALANCE SHEETS


	July 4,			January 3,
	2010			2010
	In thousands, except per share amounts
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	16,188		$	23,578
Accounts receivable (net of allowance for doubtful accounts of $21 and $3 at July 4, 2010 and January 3, 2010, respectively)		5,536			5,887
Other receivables (net of allowance for doubtful accounts of $191 and $128 at July 4, 2010 and January 3, 2010, respectively)		1,132			1,268
Income tax receivable		164			193
Inventories		24,776			13,278
Prepaid expenses and other current assets		1,016			1,546

Total current assets		48,812			45,750
Property and equipment, net of accumulated depreciation and amortization		41,349			47,135
Restricted cash		605			605
Other assets		627			237

Total assets	$	91,393		$	93,727


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,381		$	9,042
Accrued compensation		4,566			6,296
Accrued expenses		6,379			7,563
Deferred revenue		6,112			8,747

Total current liabilities		26,438			31,648

Asset retirement liability		1,157			1,120
Deferred rent liability		6,725			7,955
Deferred revenue		2,072			2,072
Income tax liability		10			156

Total long term liabilities		9,964			11,303

Equity:
Caribou Coffee Company, Inc. Shareholders’ equity:
Preferred stock, par value $.01, 20,000 shares authorized; no shares issued and outstanding		—			—
Common stock, par value $.01, 200,000 shares authorized; 20,039 and 19,814 shares issued and outstanding at July 4, 2010 and January 3, 2010, respectively		200			198
Additional paid-in capital		127,518			126,770
Accumulated comprehensive loss		(12	)		(7	)
Accumulated deficit		(72,882	)		(76,341	)

Total Caribou Coffee Company, Inc. shareholders’ equity		54,824			50,620
Noncontrolling interest		166			156

Total equity		54,990			50,776

Total liabilities and equity	$	91,393		$	93,727

See accompanying notes.

CARIBOU COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company Limited)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(unaudited)
(in thousands)


	Common Stock					Additional						Accumulated
	Number of					Paid-In			Noncontrolling			Other			Accumulated
	Shares			Amount		Capital			Interest			Comprehensive Loss			Deficit			Equity
Balance, January 3, 2010		19,814		$	198	$	126,770		$	156		$	(7	)	$	(76,341	)	$	50,776

Net income		—			—		—			160			—			3,459			3,619
Changes in fair value of derivative financial instruments		—			—		—			—			(5	)		—			(5	)

Comprehensive income																		$	3,614


Share based compensation		—			—		618			—			—			—			618

Options exercised		30			—		205			—			—			—			205
Restricted shares issued, net of cancellations		205			2		(2	)		—			—			—			—
Distribution of noncontrolling interest		—			—		—			(150	)		—			—			(150	)
Stock repurchase		(10	)		—		(73	)		—			—			—			(73	)


Balance, July 4, 2010		20,039		$	200	$	127,518		$	166		$	(12	)	$	(72,882	)	$	54,990

See accompanying notes.

CARIBOU COFFEE COMPANY, INC. AND AFFILIATES
(A Majority Owned Subsidiary of Caribou Holding Company Limited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Twenty-Six Weeks Ended
	July 4,			June 28,
	2010			2009
	(In thousands)
	(Unaudited)
Operating activities
Net income attributable to Caribou Coffee Company, Inc.	$	3,459		$	1,514
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		7,140			8,396
Amortization of deferred financing fees		97			78
Noncontrolling interest		160			195
Stock-based compensation		618			456
Other		(132	)		52
Changes in operating assets and liabilities:
Accounts receivable and other receivables		516			1,228
Inventories		(11,498	)		(440	)
Prepaid expenses and other assets		342			166
Accounts payable		339			1,013
Accrued expenses and other liabilities		(3,923	)		(1,752	)
Deferred revenue		(2,635	)		(3,377	)

Net cash (used) provided by operating activities		(5,517	)		7,529
Investing activities
Payments for property and equipment		(1,562	)		(453	)
Proceeds from the disposal of property		6			24

Net cash used in investing activities		(1,556	)		(429	)
Financing activities
Distribution of noncontrolling interest		(150	)		(73	)
Purchase of noncontrolling interest		—			(105	)
Issuance of common stock		205			—
Payment of debt financing fees		(299	)		(31	)
Stock repurchase		(73	)		—

Net cash used by financing activities		(317	)		(209	)

(Decrease) increase in cash and cash equivalents		(7,390	)		6,891
Cash and cash equivalents at beginning of period		23,578			11,060

Cash and cash equivalents at end of period	$	16,188		$	17,951


Supplemental disclosure of cash flow information
Noncash financing and investing transactions:

Accrual for leasehold improvements, furniture and equipment	$	—		$	—

See accompanying notes.

CARIBOU COFFEE COMPANY, INC. AND AFFILIATES

(A Majority Owned Subsidiary of Caribou Holding Company Limited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

The “Company” and “Caribou” refer to Caribou Coffee Company, Inc. and its affiliates, collectively.

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these statements include all adjustments considered necessary for the fair presentation of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. These condensed consolidated financial statements should be read in conjunction with the year-end consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K (File No. 000-51535).

Principles of Consolidation

The Company’s condensed consolidated financial statements include the accounts of Caribou Coffee Company, Inc., affiliates that it controls and a third party finance company (which exists for purposes of the Company’s revolving credit facility, as described in the Company’s Annual Report on Form 10-K) where the Company is the primary beneficiary in a variable interest entity. The affiliates are Caribou MSP Airport, a partnership in which the Company owns a 49% interest and that operates six coffeehouses, and Caribou Coffee Development Company, Inc., a licensor of Caribou Coffee branded coffeehouses. The Company controls the daily operations of Caribou Coffee Development Company, Inc. and accordingly consolidates their results of operations. The Company provided a loan to its partner in Caribou MSP Airport for all of the partner’s equity contribution to the venture. Consequently, the Company bears all the risk of loss but does not control all decisions that may have a significant effect on the success of the venture. Therefore, the Company consolidates the Caribou MSP Airport, as it is the primary beneficiary in this variable interest entity. All material intercompany balances and transactions between Caribou Coffee Company, Inc., Caribou MSP Airport and Caribou Coffee Development Company, Inc. and the third party finance company have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Actual results may differ from those estimates, and such differences may be material to the consolidated financial statements.

Fiscal Year End

The Company’s fiscal year ends on the Sunday falling nearest to December 31. Each fiscal year consists of four 13-week quarters in a 52-week year and three 13-week quarters and one 14-week fourth quarter in a 53-week year. Fiscal year 2009 included 53 weeks. Each fiscal quarter reported herein consists of two four-week months and one five-week month.

The Company’s sales are somewhat seasonal, with the fourth quarter accounting for the highest sales volumes. Operating results for the thirteen week period ended July 4, 2010 are not necessarily indicative of future results that may be expected for the year ending January 2, 2011.

2. Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes retail coffeehouse sales for products and services when payment is tendered at the point of sale. Sales tax collected from customers is presented net of amounts expected to be remitted to various tax jurisdictions. Accordingly, sales taxes have no effect on the Company’s reported net sales in the accompanying statements of operations.

Revenue from the sale of products to commercial, franchise or on-line customers is recognized when ownership and price risk of the products are legally transferred to the customer, which is generally upon the shipment of goods. Revenues include any applicable shipping and handling costs invoiced to the customer, and the expense of such shipping and handling costs is included in cost of sales.

The Company sells stored value cards of various denominations. Cash receipts related to stored value card sales are deferred when initially received and revenue is recognized when the card is redeemed and the related products are delivered to the customer. Such amounts are classified as a current liability on the Company’s condensed consolidated balance sheets. The Company will honor all stored value cards presented for payment; however, the Company has determined that the likelihood of redemption is remote for certain card balances due to long periods of inactivity. In these circumstances, to the extent management determines there is no requirement for remitting balances to government agencies under unclaimed property laws, card and certificate balances may be recognized in the consolidated statements of operations. The Company uses the redemption recognition method and recognizes the estimated value of abandoned cards as a percentage of every stored value card redeemed and includes the amount in coffeehouse sales. Such amounts represent the Company’s experience regarding unused balances related to stored value cards redeemed. The Company excludes stored value card balances sold in jurisdictions which require remittance of unused balances to government agencies under unclaimed property laws.

Territory development fees and initial franchise fees are recognized upon substantial performance of services for a new territory or coffeehouse, which is generally upon the opening of a new coffeehouse. Royalties based upon a percentage of reported sales are recognized on a monthly basis when earned. Cash payments received in advance for territory development fees or initial franchise fees are recorded as deferred revenue until earned.

All revenues are recognized net of any discounts, returns, allowances and sales incentives, including coupon redemptions and rebates. The Company periodically participates in trade-promotion programs such as shelf price reductions and consumer coupon programs that require the Company to estimate and accrue the expected cost of such programs. Coupons are recognized as a liability when distributed based upon expected consumer redemptions. The Company maintains liabilities based on historical experience and management’s judgment at the end of each period for the estimated expenses incurred, but unpaid for these programs

Operating Leases and Rent Expense

Certain of the Company’s lease agreements provide for scheduled rent increases during the lease term or for rental payments commencing at a date other than the date of initial occupancy. Rent expense is recorded on a straight-line basis over the initial lease term and renewal periods that are reasonably assured. The difference between rent expense and rent paid is recorded as deferred rent and is included in “accrued expenses” and “deferred rent liability” in the consolidated balance sheets. Contingent rents, including those based on a percentage of retail sales over stated levels, and rental payment increases based on a contingent future event are accrued over the respective contingency periods when the achievement of such targets or events are deemed to be probable by the Company.

3. Recent Accounting Pronouncements

In June 2009, the FASB issued guidance which amends certain ASC concepts related to consolidation of variable interest entities. Among other accounting and disclosure requirements, this guidance replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity.

The Company adopted this guidance on January 4, 2010. The adoption of this guidance did not have a material impact on its financial statements.

4. Derivative Financial Instruments

The Company evaluates various strategies in managing its exposure to market-based risks, such as entering into hedging transactions to manage its exposure to fluctuating dairy commodity prices.

The Company records all derivatives on the condensed consolidated balance sheets at fair value. For those cash flow hedges that have been designated and qualify as an effective accounting hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (“OCI”) and subsequently reclassified into net earnings when the hedged exposure affects net income. For those cash flow hedges that are not designated or do not qualify as an effective accounting hedge, the entire derivative gain or loss is recorded in earnings as incurred.

As of both July 4, 2010 and January 3, 2010, the Company had accumulated net derivative losses of less than $0.1 million in OCI and in accrued expenses, all of which pertains to derivatives designated as cash flow hedging instruments that will be realized within 12 months and will also continue to experience fair value changes before affecting earnings. Based on notional amounts, as of July 4, 2010 the Company had dairy commodity futures contracts representing approximately four hundred thousand gallons. The Company’s cash flow derivative instruments contain credit-risk-related contingent features. At July 4, 2010, the Company has no collateral posted related to these contingent features.

For those derivatives designated as cash flow hedging instruments, a loss of less than $0.1 million was recognized in earnings for both the thirteen and twenty-six week periods ended July 4, 2010. There were no derivatives designated as hedging instruments during the thirteen and twenty-six week periods ended June 28, 2009.

During the thirteen and twenty-six week periods ended July 4, 2010, the Company did not have any commodity hedges not designated as hedging instruments. During the thirteen and twenty-six week periods ended June 28, 2009, the Company recognized $0.1 million in losses and $0.1 in gains, respectively, related to commodity hedges not designated as hedging instruments.

The recognized gains/losses related to commodity hedges not designated as hedging instruments and commodity hedges designated as hedging instruments are recorded in the condensed consolidated statements of operations as costs of goods sold and related occupancy expenses.

5. Fair Value Measurements

Generally Accepted Accounting Principles define fair value, establish a framework for measuring fair value, and establish a fair value hierarchy that prioritizes the inputs used to measure fair value:

	•		Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

	•		Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

	•		Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table presents the financial assets and liabilities measured at fair value on a recurring basis as of July 4, 2010 (in thousands):


	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	16,188	$	16,188	$	—	$	—
Liabilities:
Derivatives	$	12	$	12	$	—	$	—

The following table presents the financial assets and liabilities measured at fair value on a recurring basis as of January 3, 2010 (in thousands):


	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	23,578	$	23,578	$	—	$	—
Liabilities:
Derivatives	$	7	$	7	$	—	$	—

Cash and cash equivalents include cash held at FDIC-insured financial institutions and highly liquid money market funds. The fair value of cash equivalents is determined using quoted market prices in active markets for identical assets, thus they are considered to be Level 1 instruments.

Derivative assets consist of commodity futures contracts. Where applicable, the Company uses quoted prices in an active market for identical derivative assets and liabilities that are traded in exchanges. These derivative assets are included in Level 1.

6. Inventories

Inventories consist of the following (in thousands):


	July 4,		January 3,
	2010		2010
Coffee	$	18,220	$	5,615
Other merchandise held for sale		3,801		4,029
Supplies		2,755		3,634

	$	24,776	$	13,278

At July 4, 2010 and January 3, 2010, the Company had committed to fixed price purchase commitments, primarily for green coffee, aggregating approximately $21.3 million and $15.1 million, respectively. These fixed price contracts are for less than one year.

7. Equity and Stock Based Compensation

The Company maintains stock compensation plans, which provide for the granting of non-qualified stock options and restricted stock to officers and key employees and certain non-employees. Stock options have been granted at prices equal to the fair market values as of the dates of grant. Options and restricted stock generally vest over four years and options generally expire ten years from the grant date. Stock-based compensation expense for the thirteen weeks ended July 4, 2010 and June 28, 2009 was approximately $0.4 million and $0.2 million, respectively, and is included in general and administrative expenses in the condensed consolidated statements of operations. Stock-based compensation for the twenty-six weeks ended July 4, 2010 and June 28, 2009 was approximately $0.6 million and $0.5 million respectively.

Stock option activity during the period indicated is as follows (in thousands, except per share and life data):


				Weighted		Weighted
	Number of			Average		Average
	Shares			Exercise Price		Contract Life
Outstanding, January 3, 2010		1,696		$	4.27	7.54 Yrs
Granted		—		$	—
Exercised		(5	)	$	5.72
Forfeited		(26	)	$	6.09

Outstanding, April 4, 2010		1,665		$	4.23	7.31 Yrs

Granted		—		$	—
Exercised		(25	)	$	7.05
Forfeited		(10	)	$	6.32

Outstanding, July 4, 2010		1,630		$	4.18	7.10 Yrs


Options vested at July 4, 2010		787		$	5.98	6.05 Yrs

Restricted Stock activity during the period indicated is as follows (in thousands, except per share and life data):


				Weighted		Weighted
	Number of			Average Grant Date		Average
	Shares			Fair Value		Contract Life
Outstanding, January 3, 2010		300		$	5.83
Granted		215		$	7.07
Forfeited		(9	)	$	8.15

Outstanding, April 4, 2010		506		$	6.31	3.31 Yrs

Granted		—		$
Vested		(3	)	$	1.86
Forfeited		—		$

Outstanding, July 4, 2010		503		$	6.34	3.11 Yrs

8. Income Taxes

During the thirteen and twenty-six weeks ended July 4, 2010, the Company recognized a tax provision of less than $0.1 million and tax benefit of $0.1 million, respectively. After consideration of all evidence, both positive and negative, management has recorded a valuation allowance against its deferred income tax assets at July 4, 2010 due to the uncertainty of realizing such deferred income tax assets. During the thirteen and twenty-six weeks ended June 28, 2009, the Company recognized a tax provision of less than $0.1 million and tax benefit of less than $0.1 million, respectively.

9. Net Income Per Share

Basic and diluted net income attributable to Caribou Coffee Company, Inc. common shareholders per share for the thirteen week and twenty-six periods ended July 4, 2010 and June 28, 2009, were as follows (in thousands, except per share data):


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 4,		June 28,		July 4		June 28,
	2010		2009		2010		2009
Net income attributable to Caribou Coffee Company, Inc.	$	2,421	$	1,168	$	3,459	$	1,514

Weighted average common shares outstanding - - basic		19,515		19,371		19,514		19,371
Dilutive impact of stock-based compensation		1,005		747		867		494

Weighted average common shares outstanding - - dilutive		20,520		20,118		20,381		19,865

Basic net income per share	$	0.12	$	0.06	$	0.18	$	0.08
Diluted net income per share	$	0.12	$	0.06	$	0.17	$	0.08

For the thirteen week periods ended July 4, 2010 and June 28, 2009, 0.2 million and 0.7 million stock options, respectively, and for the twenty-six week periods ended July 4, 2010 and June 28, 2009, 0.4 million and 1.0 million stock options, respectively were excluded from the calculation of shares applicable to diluted net income (loss) per share because their inclusion would have been anti-dilutive.

10. Master Franchise Agreement

In November 2004, the Company entered into a Master Franchise Agreement with a franchisee. The agreement provides the franchisee the right to develop, subfranchise or operate 250 Caribou Coffee coffeehouses in 12 Middle Eastern countries. The Agreement expires in November 2012 and provides for certain renewal options.

In connection with the agreement, the franchisee paid the Company a nonrefundable deposit aggregating $3.3 million. In addition to the deposit, the franchisee is obligated to pay the Company $20 thousand per franchised/subfranchised coffeehouse (initial franchise fee) opened for the first 100 Caribou Coffee Coffeehouses and $15 thousand for each additional franchised/subfranchised coffeehouse opened (after the first 100). The agreement provides for $5 thousand of the initial deposit received by the Company to be applied against the initial franchise fee as discussed herein. Monthly royalty payments ranging from 3%-5% of gross sales are also due to the Company.

As of July 4, 2010 and January 3, 2010, the Company included $2.1 million and $2.0 million, respectively, of the deposit in long term liabilities as deferred revenue and $0.5 million and $0.5 million, respectively, in current liabilities as deferred revenue on its balance sheet. The initial deposit will be amortized into income on a pro rata basis along with the initial franchise fee payments received in connection with the execution of the franchise or subfranchise agreements at the time of the coffeehouse opening. The current portion of deferred revenue represents the franchise fees for the coffeehouses estimated to be opened during the subsequent twelve months per the development schedule in the Master Franchise Agreement. At July 4, 2010, there were 70 coffeehouses operating under this Agreement. The franchisee and certain owners of the franchisee also own indirect interests in Caribou Holding Company Limited.

11. Revolving Credit Facility

On February 19, 2010, the Company entered into a sale leaseback arrangement with a third party finance company whereby from time to time the Company sells equipment to the finance company, and, immediately following the sale, it leases back all of the equipment it sold to such third party. The Company does not recognize any gain or loss on the sale of the assets. The maximum amount of equipment the Company can sell and leaseback is $15.0 million, with an option for an additional $10.0 million. The agreement expires on February 19, 2013. Annual rent payable under the lease arrangement is equal to the amount outstanding under the lease financing arrangement

multiplied by the applicable Federal Funds effective rate plus a specified margin or the lenders prime rate plus a specified margin.

The finance company funds its obligations under the lease financing arrangement through a revolving credit facility that it entered into with a commercial lender also on February 19, 2010. The terms of the revolving credit facility are economically equivalent to the lease financing arrangement such that the amount of rent payments and unpaid acquisition costs under the lease financing arrangement are at all times equal to the interest and principal under the revolving credit facility. The Company consolidates the third party finance company as the Company is the primary beneficiary in a variable interest entity due to the terms and provisions of the lease financing arrangement. Accordingly, the Company’s condensed consolidated balance sheets include all assets and liabilities of the third party finance company under the captions property and equipment and revolving credit facility, respectively. The Company’s condensed consolidated statements of operations include all the operations of the finance company including all interest expense related to the revolving credit facility. Notwithstanding this presentation, the Company’s obligations are limited to its obligations under the lease financing arrangement and the Company has no obligations under the revolving credit facility. The third party finance company was established solely for the purpose of facilitating the Company’s sale leaseback arrangement. The finance company does not have any other assets or liabilities or income and expense other than those associated with the revolving credit facility. At July 4, 2010 there was no property and equipment leased under this arrangement. The lease financing arrangement has been structured to be consistent with Shari’ah principles.

Both the lease financing arrangement and the revolving credit facility above were entered into on February 19, 2010. Simultaneously, the Company terminated a similar lease financing arrangement and revolving credit facility with a different commercial lender. Upon termination of old lease financing arrangement and revolving credit facility, the Company wrote off $0.1 million in deferred financing fees and capitalized $0.3 million in deferred financing fees related to the new lease arrangement and revolving credit facility, which will be amortized over the three year life of the agreements.

The terms of the sale leaseback agreement contain certain financial covenants and limitations on the amount used for expansion activities based on leverage ratios and interest coverage ratios of the Company. The Company is liable for 0.5% commitment fee on any unused portion of the facility. There are no amounts outstanding under the new facility at July 4, 2010 or under the previous facility at January 3, 2010.

Unamortized deferred financing fees capitalized on the balance sheet totaled $0.3 million and $0.1 million as of July 4, 2010 and January 3, 2010 respectively. Interest payable under the new revolving credit facility is equal to the amount outstanding under the facility multiplied by the applicable LIBOR rate plus a specified margin.

12. Commitments and Contingencies

On July 26, 2005, three of the Company’s former employees filed a lawsuit against us in the State of Minnesota District Court for Hennepin County seeking monetary and equitable relief from us under the Minnesota Fair Labor Standards Act, or the Minnesota FLSA, the federal FLSA and state common law. The suit primarily alleged that the Company misclassified its retail coffeehouse managers as exempt from the overtime provisions of the Minnesota FLSA and the federal FLSA and that these managers are therefore entitled to overtime compensation for each week in which they worked more than 40 hours from May 2002 to the present with respect to the claims under the federal FLSA and for weeks in which they worked more than 48 hours from May 2003 to the present with respect to the claims under the Minnesota FLSA. Plaintiffs sought payment of allegedly owed and unpaid overtime compensation, liquidated damages, interest and among other things, attorney’s fees and costs.

On February 1, 2008, the Company entered into a Stipulation of Settlement (the “Stipulation”) to settle the lawsuit. The Stipulation provides for a gross settlement payment of $2.7 million, plus the employer’s share of payroll taxes. A partial settlement payment of $1.8 million was made in the first quarter of 2008 and the final settlement payment of $1.0 million was made in the first quarter of 2009.

In addition, from time to time, the Company becomes involved in certain legal proceedings in the ordinary course of business. The Company does not believe that any such ordinary course legal proceedings to which it is currently a party will have a material adverse effect on its financial position or results of operations.

13. Segment Reporting

Segment information is prepared on the same basis that the Company’s management reviews financial information for decision making purposes. The Company has three reportable operating segments: retail coffeehouses, commercial and franchise. “Unallocated corporate” includes expenses pertaining to corporate administrative functions that support the operating segments but are not specifically attributable to or managed by any segment and are not included in the reported financial results of the operating segments. All of the segment sales are from external customers.

Retail Coffeehouses

The Company’s retail segment operated 411 company-owned coffeehouses located in 16 states and the District of Columbia, as of July 4, 2010. The coffeehouses offer customers high-quality premium coffee and espresso-based beverages, and also offer specialty teas, baked goods, whole bean coffee, branded merchandise and related products.

Commercial

Franchise

The franchise segment sells franchises to operate Caribou Coffee brand coffeehouses to domestic and international franchisees. As of July 4, 2010, there were 128 franchised coffeehouses in U.S and international markets.

The tables below present information by operating segment for the thirteen and twenty-six weeks ended July 4, 2010 and June 28, 2009 (in thousands):

Thirteen weeks ended July 4, 2010


							Unallocated
	Retail Coffeehouses		Commercial		Franchise		Corporate			Total
Total net sales	$	57,751	$	8,660	$	2,474	$	—		$	68,885
Costs of sales and related occupancy costs		23,475		5,668		1,408		—			30,551
Operating expenses		23,598		1,104		365		—			25,067
Depreciation and amortization		3,010		14		4		—			3,028
General and administrative expenses		2,122		—		—		5,511			7,633

Operating income (loss)	$	5,546	$	1,874	$	697	$	(5,511	)	$	2,606

Identifiable assets	$	33,392	$	233	$	57	$	7,667		$	41,349
Net capital expenditures	$	199	$	73	$	—	$	328		$	600

Thirteen weeks ended June 28, 2009


							Unallocated
	Retail Coffeehouses		Commercial		Franchise		Corporate			Total
Total net sales	$	55,294	$	5,735	$	1,925	$	—		$	62,954
Costs of sales and related occupancy costs		22,463		3,784		1,070		—			27,317
Operating expenses		22,712		872		286		—			23,870
Depreciation and amortization		3,557		12		1		—			3,570
General and administrative expenses		1,887		—		—		4,905			6,789

Operating income (loss)	$	4,675	$	1,067	$	568	$	(4,905	)	$	1,405

Identifiable assets	$	43,727	$	113	$	10	$	8,491		$	52,341
Net capital expenditures	$	150	$	4	$	—	$	104		$	258

Twenty-six weeks ended July 4, 2010


							Unallocated
	Retail Coffeehouses		Commercial		Franchise		Corporate			Total
Total net sales	$	113,348	$	17,647	$	4,940	$	—		$	135,935
Costs of sales and related occupancy costs		47,050		11,962		2,938		—			61,950
Operating expenses		47,279		2,083		667		—			50,029
Depreciation and amortization		6,139		26		7		—			6,172
General and administrative expenses		4,054		—		—		10,088			14,142

Operating income (loss)	$	8,826	$	3,576	$	1,328	$	(10,088	)	$	3,642

Identifiable assets	$	33,392	$	233	$	57	$	7,667		$	41,349
Net capital expenditures	$	775	$	73	$	57	$	521		$	1,426

Twenty-six weeks ended June 28, 2009


							Unallocated
	Retail Coffeehouses		Commercial		Franchise		Corporate			Total
Total net sales	$	108,158	$	11,439	$	3,737	$	—		$	123,334
Costs of sales and related occupancy costs		44,183		7,297		2,109		—			53,589
Operating expenses		45,092		1,572		611		—			47,275
Depreciation and amortization		7,287		22		2		—			7,311
General and administrative expenses		3,849		—		—		9,529			13,378

Operating (loss) income	$	7,747	$	2,548	$	1,015	$	(9,529	)	$	1,781

Identifiable assets	$	43,727	$	113	$	10	$	8,491		$	52,341
Net capital expenditures	$	217	$	4	$	—	$	228		$	449

All of the Company’s assets are located in the United States, and approximately 1% of the Company’s consolidated sales come from outside the United States. No customer accounts for 10% or more of the Company’s sales.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information in this Management’s Discussion and Analysis section should be read in conjunction with the unaudited condensed consolidated financial statements and the notes included in Item 1 of Part I of this Form 10-Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended January 3, 2010 contained in the our Form 10-K (File No. [000-51535]).

FORWARD-LOOKING STATEMENTS

Certain statements in this report and other written or oral statements made by or on behalf of Caribou Coffee are “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management’s current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: fluctuations in quarterly and annual results, incurrence of net losses, adverse effects of management focusing on implementation of a growth strategy, failure to develop and maintain the Caribou Coffee brand and other factors disclosed in the our filings with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report.

Overview

We are the second largest company-owned gourmet coffeehouse operator in the United States based on the number of coffeehouses. As of July 4, 2010, we had 539 retail locations, including 128 franchised. Our coffeehouses are located in 19 states, the District of Columbia and 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. Additionally, we sell our high-quality whole bean and ground coffee to grocery stores, mass merchandisers, office coffee providers, airlines, hotels, sports and entertainment venues, college campuses and on-line 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 comparable coffeehouse sales, including increasing 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 greater ability to leverage our fixed expense.

We intend to strategically expand our coffeehouse locations in our existing markets. 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.

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the periods presented. Our Annual Report on Form 10-K for the fiscal year ended January 3, 2010, (File No. [000-51535]) includes a summary of the critical accounting policies we believe are the most important to aid in understanding our financial condition and results of operations. We believe those critical accounting policies are significant or involve additional management judgment due to the sensitivity of the methods, assumptions, and estimates necessary in determining the related asset and liability amounts.

Fiscal Periods

Our fiscal year ends on the Sunday falling nearest to December 31. Each fiscal year consists of four 13-week quarters in a 52-week year and three 13-week quarters and one 14-week fourth quarter in a 53-week year. Fiscal year 2009 included 53 weeks. Each fiscal quarter reported herein will consist of two four-week months and one five-week month.

Our sales are somewhat seasonal, with the fourth quarter accounting for the highest sales volumes. Operating results for the thirteen week period ended July 4, 2010 are not necessarily indicative of future results that may be expected for the year ending January 2, 2011.

Thirteen Weeks Ended July 4, 2010 vs. Thirteen Weeks Ended June 28, 2009

Results of Operations

The following table presents the consolidated statements of operations as well as the percentage relationship to total net sales of items included in our consolidated statement of operations:


	Thirteen Weeks Ended									Thirteen Weeks Ended
	July 4,			June 28,			%			July 4,			June 28,
	2010			2009			Change			2010			2009
	(In thousands)									As a % of total net sales
Statement of Operations Data:
Net sales:
Coffeehouse	$	57,751		$	55,294			4.4	%		83.8	%		87.8	%
Commercial and franchise		11,133			7,660			45.4	%		16.2	%		12.2	%

Total net sales		68,884			62,954			9.4	%		100.0	%		100.0	%
Cost of sales and related occupancy costs		30,551			27,317			11.8	%		44.4	%		43.4	%
Operating expenses		25,067			23,873			5.0	%		36.4	%		37.9	%
Depreciation and amortization		3,028			3,570			(15.2	)%		4.4	%		5.7	%
General and administrative expenses		7,633			6,789			12.4	%		11.1	%		10.8	%

Operating income		2,606			1,405			85.5	%		3.8	%		2.2	%
Other income (expense):
Interest income		5			7			(28.6	)%		—	%		—	%
Interest expense		(64	)		(63	)		1.6	%		(0.1	)%		(0.1	)%

Income before provision for income taxes and noncontrolling interest		2,547			1,349			88.8	%		3.7	%		2.1	%
Provision for income taxes		20			59			(66.1	)%		—	%		0.1	%

Net income		2,527			1,290			96.0	%		3.7	%		2.0	%
Less: Net income attributable to noncontrolling interest		106			122			(13.1	)%		0.2	%		0.2	%

Net income attributable to Caribou Coffee Company, Inc.	$	2,421		$	1,168			107.3	%		3.5	%		1.9	%

Net Sales

Net sales increased $5.9 million, or 9.4%, to $68.9 million in the second thirteen weeks of 2010 from $63.0 million in the second thirteen weeks of 2009. Each of our business segments contributed significantly to our consolidated revenue growth. Coffeehouse net sales increased $2.5 million, or 4.4%, to $57.8 million in the second thirteen weeks of 2010 from $55.3 million in the second thirteen weeks of 2009 due to increased traffic. Commercial and franchise sales increased by $3.5 million, or 45.4%, to $11.1 million for the second thirteen weeks of 2010 from $7.6 million for the second thirteen weeks of 2009 due to additional sales to new and existing customers and franchises.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $3.2 million, or 11.8%, to $30.6 million in the second thirteen weeks of 2010, from $27.3 million in the second thirteen weeks of

2009, primarily due to higher sales. On a dollar basis, this growth was attributable to increased volume across each of our operating segments. As a percentage of total net sales, cost of sales and related occupancy costs increased to 44.4% in the second thirteen weeks of 2010 from 43.4% in the second thirteen weeks of 2009. The increase as a percentage of sales was due to an overall mix change with a higher percentage of sales coming from the commercial and franchise segments.

Operating expenses. Operating expenses increased $1.2 million, or 5.0%, to $25.1 million in the second thirteen weeks of fiscal 2010, from $23.9 million in the second thirteen weeks of 2009. On a dollar basis, this increase was primarily driven by an increase in variable expenses related to our increase in sales volume. Operating expenses as a percentage of total net sales decreased to 36.4% in the second thirteen weeks of 2010 from 37.9% in the second thirteen weeks of 2009 as we experienced operating efficiencies while making investments in marketing and product platforms to build our brand, drive traffic and increase the average amount our guests spend during each visit.

Depreciation and amortization. Depreciation and amortization decreased $0.6 million, or 15.2%, to $3.0 million in the second thirteen weeks of 2010, from $3.6 million in the second thirteen weeks of 2009. This decrease in dollars is due to a lower depreciable asset base from reduced capital spending in 2009 and 2010 compared with previous years.

General and administrative expenses. General and administrative increased $0.8 million, or 12.4%, to $7.6 million in the second thirteen weeks of 2010, from $6.8 million in the second thirteen weeks of 2009. As a percentage of total net sales, general and administrative expenses were 11.1% in the second thirteen weeks of 2010, compared to 10.8% in the second thirteen weeks of 2009. This increase is due to resources added in support of our marketing, product management and commercial activities in the latter half of 2009.

Interest income. Interest income decreased slightly in the second thirteen weeks of 2010, as compared to the second thirteen weeks of 2009 due to less cash on hand during the period.

Interest expense. Interest expense remained relatively flat at $0.1 million for both the second thirteen weeks of 2010 and 2009. We had no outstanding borrowings during the second thirteen weeks of 2010 or 2009.

Operating Segments

Segment information is prepared on the same basis that our management reviews financial information for decision making purposes. We have three reportable operating segments: retail, commercial and franchise. “Unallocated corporate” includes expenses pertaining to corporate administrative functions that support the operating segments but are not specifically attributable to or managed by any segment and are not included in the reported financial results of the operating segments. The following tables summarize our results of operations by segment for the second thirteen weeks of fiscal 2010 and 2009.

Retail Coffeehouses


	Thirteen Weeks Ended							Thirteen Weeks Ended
	July 4,		June 28,					July 4,			June 28,
	2010		2009		% Change			2010			2009
	(In thousands)							As a % of coffeehouse sales
Coffeehouse sales, net	$	57,751	$	55,294		4.4	%		100.0	%		100.0	%
Costs of sales and related occupancy costs		23,475		22,463		4.5	%		40.6	%		40.6	%
Operating expenses		23,598		22,712		3.9	%		40.9	%		41.1	%
Depreciation and amortization		3,010		3,557		(15.4	)%		5.2	%		6.4	%
General and administrative expenses		2,122		1,887		12.5	%		3.7	%		3.4	%

Operating income	$	5,546	$	4,675		18.6	%		9.6	%		8.5	%

The retail segment operates company-owned coffeehouses. As of July 4, 2010, there were 411 company-owned coffeehouses in 16 states and the District of Columbia.

Coffeehouse sales

Coffeehouse sales increased $2.5 million, or 4.4%, to $57.8 million in the second thirteen weeks of 2010 from $55.3 million in the second thirteen weeks of 2009. This increase is attributable to a 4.8% increase in comparable coffeehouse sales in the second thirteen weeks of 2010 as compared to the same period in 2009. The increase in comparable coffeehouse sales was driven by increased traffic in our coffeehouses and a higher average guest check, primarily due to higher food sales, attributable to the launch of hot cereal in our coffeehouses.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $1.0 million, or 4.5%, to $23.5 million in the second thirteen weeks of 2010, from $22.5 million for the second thirteen weeks of 2009. The increase in total dollars was driven primarily by increased cost of goods related to our 4.8% growth in comparable coffeehouse sales. Cost of sales and related occupancy costs as a percentage of coffeehouse net sales remained flat at 40.6% for the second thirteen weeks of 2010 and the second thirteen weeks of 2009 due to higher costs associated with a shift to higher quality product platforms launched in our retail coffeehouse segment, particularly shifting from a powder based chocolate ingredient to real, all natural chocolate in all of our chocolate based beverages, offset by sales leverage gained on largely fixed occupancy costs.

Operating expenses. Operating expenses increased $0.9 million, or 3.9%, to $23.6 million for the second thirteen weeks of 2010, from $22.7 million for the second thirteen weeks of 2009. On a dollar basis, this increase was due to an increase in variable expenses, such as supplies and credit card fees related to our 4.8% increase in comparable coffeehouses sales, as well as $0.2 million in incremental spending on marketing and product management initiatives in the retail coffeehouse segment, when compared to the prior year. As a percentage of coffeehouse net sales, operating expenses decreased to 40.9% in the second thirteen weeks of 2010 from 41.1% in the second thirteen weeks of 2009. This decrease is primarily attributable to leverage gained from our increase in sales, particularly in labor costs.

Depreciation and amortization. Depreciation and amortization decreased $0.6 million, or 15.4%, to $3.0 million for the second thirteen weeks of 2010, from $3.6 million for the second thirteen weeks of 2009. This decrease is due to our lower depreciable asset base due to lower levels of capital spending in 2009 and the first and second quarters of 2010.

General and administrative expenses. General and administrative expenses increased $0.2 million, or 12.5%, to $2.1 million for the second thirteen weeks of 2010 from $1.9 million for the second thirteen weeks of 2009. The increase was primarily due to higher payroll related costs, particularly medical costs, in our retail coffeehouse field support and multi-unit management teams.

Commercial


	Thirteen Weeks Ended							Thirteen Weeks Ended
	July 4,		June 28,					July 4,			June 28,
	2010		2009		% Change			2010			2009
	(In thousands)							As a % of commercial sales
Sales, net	$	8,660	$	5,735		51.0	%		100.0	%		100.0	%
Costs of sales and related occupancy costs		5,668		3,784		49.8	%		65.5	%		66.0	%
Operating expenses		1,104		872		26.5	%		12.7	%		15.2	%
Depreciation and amortization		14		12		27.3	%		0.2	%		0.2	%

Operating income	$	1,874	$	1,067		75.5	%		21.6	%		18.6	%

The commercial segment sells high-quality premium whole bean and ground coffee to grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and on-line customers. In addition, we sell our blended coffees and license our brand to Keurig for sale and use in its K-Cup single serve line of business.

Sales

Sales increased $3.0 million, or 51.0%, to $8.7 million in the second thirteen weeks of 2010, from $5.7 million in the second thirteen weeks of 2009. This increase is primarily attributable to the incremental sales to existing grocery stores, club stores and mass merchandisers, in which Caribou handles sales and distribution, as well as increased sales to Keurig Incorporated, an industry leader in single cup brewing technology. The increase in sales to Caribou managed accounts was primarily driven by increased distribution gained in the second half of 2009. At the beginning of 2010, Caribou Coffee was found in over forty states and in seven thousand stores through our Caribou managed sales channel. We did not experience large new customer door growth in the second quarter of 2010. The increase in sales to Keurig has primarily been driven by an increased sales and penetration of Keurig single-cup brewing machines.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $1.9 million, or 49.8%, to $5.7 million for the second thirteen weeks of 2010, from $3.8 million for the second thirteen weeks of 2009. On a dollar basis, this increase in cost of sales was primarily related to the 51.0% increase in sales volume in this segment. As a percentage of sales, cost of sales decreased to 65.5% for the second thirteen weeks of 2010, from 66.0% for the second thirteen weeks of 2009. The decrease in cost of sales as a percentage of sales was due to lower levels of trade promotions and allowances specifically in the latter half of the second thirteen weeks of 2010 compared to the latter half of the same period in 2009.

Operating expenses. Operating expenses increased $0.2 million, or 26.5%, to $1.1 million for the second thirteen weeks of 2010, from $0.9 million for the second thirteen weeks of 2009. The increase is attributable to higher labor, marketing, and other operating costs as we invest in our team and infrastructure to support our growing commercial segment. As a percentage of sales, operating expenses decreased to 12.7% in the second thirteen weeks of 2010 from 15.2% in the second thirteen weeks of 2009 due to leverage on higher sales.

Franchise


	Thirteen Weeks Ended							Thirteen Weeks Ended
	July 4,		June 28,					July 4,			June 28,
	2010		2009		% Change			2010			2009
	(In thousands)							As a % of franchise sales
Sales, net	$	2,474	$	1,925		28.6	%		100.0	%		100.0	%
Costs of sales and related occupancy costs		1,408		1,070		31.6	%		56.9	%		55.6	%
Operating expenses		365		286		27.6	%		14.8	%		14.9	%
Depreciation and amortization		4		1		300.0	%		0.2	%		0.1	%

Operating income	$	697	$	568		22.9	%		28.2	%		29.5	%

Sales

Sales increased $0.6 million, or 28.6%, to $2.5 million in the second thirteen weeks of 2010, from $1.9 million in the second thirteen weeks of 2009 primarily due to higher product sales to our franchisees, especially internationally, due to product pipeline fill for new stores to be opened in 2010.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $0.3 million, or 31.6%, to $1.4 million for the second thirteen weeks of 2010, from $1.1 million for the second thirteen weeks of 2009. As a percentage of sales, cost of sales and related occupancy costs increased to 56.9% for the second thirteen weeks of 2010, from 55.6% for the second thirteen weeks of 2009. The increase in cost of sales and related occupancy costs as a percentage of sales was primarily due to a change in revenue mix in the franchise segment, as a greater portion of sales were product sales.

Operating expenses. Operating expenses remained relatively flat for the second thirteen weeks of 2010 compared to the second thirteen weeks of 2009. Operating expenses in this segment are primarily related to labor, travel, and other administrative costs.

Unallocated Corporate


	Thirteen Weeks Ended									Thirteen Weeks Ended
	July 4,			June 28,						July 4,			June 28,
	2010			2009			% Change			2010			2009
	(In thousands)									As a % of total net sales
General and administrative expenses		5,511			4,905			12.4	%		8.0	%		7.8	%

Operating loss	$	(5,511	)	$	(4,905	)		12.4	%		8.0	%		7.8	%

General and administrative expenses. General and administrative expenses increased $0.6 million, or 12.4%, to $5.5 million for the second thirteen weeks of 2010, from $4.9 million for the second thirteen weeks of 2009. As a percentage of total net sales, general and administrative expenses increased to 8.0% in the second thirteen weeks of 2010, from 7.8% in the second thirteen weeks of 2009, due to higher payroll costs for support personnel hired in the latter half of 2009.

Twenty-Six Weeks Ended July 4, 2010 vs. Twenty-Six Weeks Ended June 28, 2009

Results of Operations

The following table presents the consolidated statements of operations as well as the percentage relationship to total net sales of items included in our consolidated statement of operations:


	Twenty-Six Weeks Ended									Twenty-Six Weeks Ended
	July 4,			June 28,			%			July 4,			June 28,
	2010			2009			Change			2010			2009
	(In thousands)									As a % of total net sales
Statement of Operations Data:
Net sales:
Coffeehouse	$	113,348		$	108,158			4.8	%		83.4	%		87.7	%
Commercial and franchise		22,587			15,176			48.8	%		16.6	%		12.3	%

Total net sales		135,935			123,334			10.2	%		100.0	%		100.0	%
Cost of sales and related occupancy costs		61,950			53,589			15.6	%		45.6	%		43.5	%
Operating expenses		50,029			47,275			5.8	%		36.8	%		38.3	%
Depreciation and amortization		6,172			7,311			(15.6	)%		4.5	%		5.9	%
General and administrative expenses		14,142			13,378			5.7	%		10.4	%		10.8	%

Operating income		3,642			1,781			104.5	%		2.7	%		1.4	%
Other income (expense):
Interest income		10			7			42.9	%		—	%		—	%
Interest expense		(171	)		(121	)		41.3	%		(0.1	)%		(0.1	)%

Income before benefit from income taxes and noncontrolling interest		3,481			1,667			108.8	%		2.6	%		1.4	%
Benefit from income taxes		(138	)		(42	)		226.2	%		(0.1	)%		—	%

Net income		3,619			1,709			111.7	%		2.7	%		1.4	%
Less: Net income attributable to noncontrolling interest		160			195			(17.9	)%		0.1	%		0.2	%

Net income attributable to Caribou Coffee Company, Inc.	$	3,459		$	1,514			128.4	%		2.5	%		1.2	%

Net Sales

Net sales increased $12.6 million, or 10.2%, to $135.9 million in the first twenty-six weeks of 2010 from $123.3 million in the first twenty-six weeks of 2009. Each of our business segments contributed significantly to our consolidated revenue growth. Coffeehouse net sales increased $5.2 million, or 4.8%, to $113.3 million in the first twenty-six weeks of 2010 from $108.1 million in the first twenty-six weeks of 2009. Commercial and franchise sales increased by $7.4 million, or 48.8%, to $22.6 million for the first twenty-six weeks of 2010 from $15.2 million for the first twenty-six weeks of 2009. Commercial segment sales grew by $6.2 million or 54.3%, based on increased sales to existing customers, primarily due to distribution growth achieved during the second half of 2009. Franchise sales grew by $1.2 million or 32.2% primarily due to new franchise and license locations added in the second half of last year, as well as international product sales related to new store development pipeline fill.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $8.4 million, or 15.6%, to $62.0 million in the first twenty-six weeks of 2010, from $53.6 million in the first twenty-six weeks of 2009, primarily due to higher sales. On a dollar basis, this growth was attributable to increased volume across each of our operating segments. As a percentage of total net sales, cost of sales and related occupancy costs increased to 45.6% in the first twenty-six weeks of 2010 from 43.5% in the first twenty-six weeks of 2009. The increase as a percentage of sales was due to an overall mix change with a higher percentage of sales coming from the commercial and franchise segments. In addition, we invested in higher levels of trade promotional programs in our commercial segment and invested in higher quality product platforms launched in our retail coffeehouse segment.

Operating expenses. Operating expenses increased $2.7 million, or 5.9%, to $50.0 million in the first twenty-six weeks of fiscal 2010, from $47.3 million in the first twenty-six weeks of 2009. On a dollar basis, this increase was primarily driven by an increase in variable expenses related to our increase in sales volume, as well as a $1.1 million increase in marketing and product management initiatives as compared to the comparable period of the prior year. Operating expenses as a percentage of total net sales decreased to 36.8% in the first twenty-six weeks of 2010 from 38.3% in the first twenty-six weeks of 2009 as we were able to gain leverage on these categories from our increase in sales, particularly in labor costs needed to support our operating segments.

Depreciation and amortization. Depreciation and amortization decreased $1.1 million, or 15.6%, to $6.2 million in the first twenty-six weeks of 2010, from $7.3 million in the first twenty-six weeks of 2009. As a percentage of total net sales, depreciation and amortization was 4.5% in the first twenty-six weeks of 2010, compared to 5.9% in the first twenty-six weeks of 2009. This decrease in dollars is due to a lower depreciable asset base from reduced capital spending in 2009 and the first and second quarters of 2010 compared to previous years, and the decrease as a percent of sales is due to better leverage from our increasing sales volume.

General and administrative expenses. General and administrative expenses increased $0.7 million, or 5.6%, to $14.1 million in the first twenty-six weeks of 2010, from $13.4 million in the first twenty-six weeks of 2009. As a percentage of total net sales, general and administrative expenses was 10.4% in the first twenty-six weeks of 2010, compared to 10.9% in the first twenty-six weeks of 2009. This increase in expense is due to higher payroll costs for support personnel hired in the later half of 2009.

Interest income. Interest income increased slightly in the first twenty-six weeks of 2010, as compared to the first twenty-six weeks of 2009 due to more cash on hand in 2010.

Interest expense. Interest expense remained relatively flat at $0.2 million and $0.1 million, respectively, for both the first twenty-six weeks of 2010 and 2009. We had no outstanding borrowings during first twenty-six weeks of 2010 or 2009.

Operating Segments

Retail Coffeehouses


	Twenty-Six Weeks Ended							Twenty-Six Weeks Ended
	July 4,		June 28,					July 4,			June 28,
	2010		2009		% Change			2010			2009
	(In thousands)							As a % of coffeehouse sales
Coffeehouse sales, net	$	113,348	$	108,158		4.8	%		100.0	%		100.0	%
Costs of sales and related occupancy costs		47,050		44,183		6.5	%		41.5	%		40.9	%
Operating expenses		47,279		45,092		4.9	%		41.7	%		41.7	%
Depreciation and amortization		6,139		7,287		(15.8	)%		5.4	%		6.7	%
General and administrative expenses		4,054		3,849		5.3	%		3.6	%		3.6	%

Operating income	$	8,826	$	7,747		13.7	%		7.8	%		7.2	%

The retail segment operates company-owned coffeehouses. As of July 4, 2010, there were 411 company-owned coffeehouses in 16 states and the District of Columbia.

Coffeehouse sales

Coffeehouse sales increased $5.2 million, or 4.8%, to $113.3 million in the first twenty-six weeks of 2010 from $108.2 million in the first twenty-six weeks of 2009. This increase is attributable to a 5.0% increase in comparable coffeehouse sales in the first twenty-six weeks of 2010 as compared to the same period in 2009. The increase in comparable coffeehouse sales was driven by increased traffic in our coffeehouses and a higher average guest check, primarily due to higher food sales, attributable to the launch of hot cereal in our coffeehouses.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $2.9 million, or 6.5%, to $47.1 million in the first twenty-six weeks of 2010, from $44.2 million for the first twenty-six weeks of 2009. The increase in total dollars was driven primarily by increase cost of goods related to our 5.0% growth in comparable coffeehouse sales. Cost of sales and related occupancy costs as a percentage of coffeehouse net sales increased to 41.5% for the first twenty-six weeks of 2010 from 40.9% for the first twenty-six weeks of 2009. The increase was primarily due to a shift to higher quality product platforms launched in our retail coffeehouse segment, particularly shifting from a powder based chocolate ingredient to real, all natural chocolate in all of our chocolate based beverages.

Operating expenses. Operating expenses increased $2.2 million, or 4.9%, to $47.3 million for the first twenty-six weeks of 2010, from $45.1 million for the first twenty-six weeks of 2009. On a dollar basis, this increase was due to an increase in variable expenses, such as supplies and credit card fees related to our 5.0% increase in comparable coffeehouses sales, as well as $1.2 million in incremental spending on marketing and product management initiatives in the retail coffeehouse segment, when compared to the prior year. As a percentage of coffeehouse net sales, operating expenses remained at 41.7% in the first twenty-six weeks of 2010 and the first twenty-six weeks of 2009.

Depreciation and amortization. Depreciation and amortization decreased $1.2 million, or 15.8%, to $6.1 million for the first twenty-six weeks of 2010, from $7.3 million for the first twenty-six weeks of 2009. This decrease is due to our lower depreciable asset base due to lower levels of capital spending in 2009 and the first and second quarters of 2010.

General and administrative expenses. General and administrative expenses increased $0.3 million, or 5.3%, to $4.1 million for the first twenty-six weeks of 2010 from $3.8 million for the first twenty-six weeks of 2009. The increase was primarily due to higher payroll related costs, particularly medical costs, in our retail coffeehouse field support and multi-unit management teams.

Commercial


	Twenty-Six Weeks Ended							Twenty-Six Weeks Ended
	July 4,		June 28,		% Change			July 4,			June 28,
	2010		2009					2010			2009
	(In thousands)							As a % of commercial sales
Sales, net	$	17,647	$	11,439		54.3	%		100.0	%		100.0	%
Costs of sales and related occupancy costs		11,962		7,297		63.9	%		67.8	%		63.8	%
Operating expenses		2,083		1,572		32.6	%		11.8	%		13.7	%
Depreciation and amortization		26		22		23.8	%		0.1	%		0.2	%

Operating income	$	3,576	$	2,548		40.2	%		20.3	%		22.3	%

The commercial segment sells high-quality gourmet whole bean and ground coffee to grocery stores, mass merchandisers, office coffee providers, airlines, hotels, sports and entertainment venues, college campuses and on-line customers.

Sales

Sales increased $6.2 million, or 54.3%, to $17.6 million in the first twenty-six weeks of 2010, from $11.4 million in the first twenty-six weeks of 2009. This increase is primarily attributable to the incremental sales to existing grocery stores, club stores and mass merchandisers, in which Caribou handles sales and distribution, as well as increased sales to Keurig Incorporated, an industry leader in single cup brewing technology. The increase in sales to Caribou managed accounts was primarily driven by increased distribution gained in the second half of 2009. At the beginning of 2010, Caribou Coffee was found in over forty states and in seven thousand stores through our Caribou managed sales channel. We did not experience large new customer door growth in the first half of 2010. The increase in sales to Keurig has primarily been driven by an increased sales and penetration of Keurig single-cup brewing machines.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $4.7 million, or 63.9%, to $12.0 million for the first twenty-six weeks of 2010, from $7.3 million for the first twenty-six weeks of 2009. On a dollar basis, this increase in cost of sales was primarily related to the 54.3% increase in sales volume in this segment. As a percentage of sales, cost of sales increased to 67.8% for the first twenty-six weeks of 2010, from 63.8% for the first twenty-six weeks of 2009. The increase in cost of sales as a percentage of sales was due to increased investment in trade promotions and allowances. We have increased these programs as a method to support the brand through increased distribution as well as increased trial and awareness from a consumer standpoint.

Operating expenses. Operating expenses increased $0.5 million, or 32.6%, to $2.1 million for the first twenty-six weeks of 2010, from $1.6 million for the first twenty-six weeks of 2009. The increase is attributable to higher labor, marketing, and other operating costs as we invest in our team and infrastructure to support our growing commercial segment. As a percentage of sales, operating expenses decreased to 11.8% in the first twenty-six weeks of 2010 from 13.7% in the first twenty-six weeks of 2009 due to leverage on higher sales.

Franchise


	Twenty-Six Weeks Ended							Twenty-Six Weeks Ended
	July 4,		June 28,		% Change			July 4,			June 28,
	2010		2009					2010			2009
	(In thousands)							As a % of franchise sales
Sales, net	$	4,940	$	3,737		32.2	%		100.0	%		100.0	%
Costs of sales and related occupancy costs		2,938		2,109		39.3	%		59.5	%		56.5	%
Operating expenses		667		611		9.2	%		13.5	%		16.4	%
Depreciation and amortization		7		2		250.0	%		0.1	%		0.1	%

Operating income	$	1,328	$	1,015		31.0	%		26.9	%		27.1	%

Sales

Sales increased $1.2 million, or 32.2%, to $4.9 million in the first twenty-six weeks of 2010, from $3.7 million in the first twenty-six weeks of 2009 primarily due to higher product sales to our franchisees, especially internationally, due to product pipeline fill for new stores to be opened in 2010.

Costs and Expenses

Cost of sales and related occupancy costs. Cost of sales and related occupancy costs increased $0.8 million, or 39.3%, to $2.9 million for the first twenty-six weeks of 2010, from $2.1 million for the first twenty-six weeks of 2009. As a percentage of sales, cost of sales increased to 59.5% for the first twenty-six weeks of 2010, from 56.5% for the first twenty-six weeks of 2009. The increase in cost of sales as a percentage of sales was primarily due to a change in revenue mix in the franchise segment, as a greater portion of sales were product sales.

Operating expenses. Operating expenses remained relatively flat at $0.7 million for the first twenty-six weeks of 2010 compared to $0.6 million for the first twenty-six weeks of 2009. Operating expenses in this segment are primarily related to labor, travel, and other administrative costs.

Unallocated Corporate


	Twenty-Six Weeks Ended									Twenty-Six Weeks Ended
	July 4,			June 28,			% Change			July 4,			June 28,
	2010			2009						2010			2009
	(In thousands)									As a % of total net sales
General and administrative expenses		10,088			9,529			5.9	%		7.4	%		7.7	%

Operating loss	$	(10,088	)	$	(9,529	)		5.9	%		7.4	%		7.7	%

General and administrative expenses. General and administrative expenses increased $0.6 million, or 5.9%, to $10.1 million for the first twenty-six weeks of 2010, from $9.5 million for the first twenty-six weeks of 2009. As a percentage of total net sales, general and administrative expenses decreased to 7.4% in the first twenty-six weeks of 2010, from 7.7% in the first twenty-six weeks of 2009, due to leverage on higher net sales.

Liquidity and Capital Resources

The following table summarizes our cash flow activity and should be read in conjunction with the Condensed Consolidated Statements of Cash Flows:


	Twenty-Six Weeks Ended
	July 4,			June 28,			Increase /
	2010			2009			(Decrease)
	(In thousands)
Net cash (used) provided by operating activities	$	(5,517	)	$	7,529		$	(13,046	)
Net cash used in investing activities		(1,556	)		(429	)		(1,127	)
Net cash used by financing activities		(317	)		(209	)		(108	)

Net change in cash and cash equivalents	$	(7,390	)	$	6,891		$	(14,281	)

Cash and cash equivalents as of July 4, 2010 were $16.2 million, compared to cash and cash equivalents of $23.6 million as of January 3, 2010. Generally, our principal requirements for cash are capital expenditures and funding operations. Capital expenditures included maintenance and remodeling of existing coffeehouses, general and administrative expenditures for items like management information systems and costs for new production equipment. Currently our requirements for capital have been funded through cash flow from operations.

Net cash used by operating activities for the first twenty-six weeks of 2010 was $5.5 million compared to net cash provided by operating activities of $7.5 million for the first twenty-six weeks of 2009. The $13.0 million decrease in cash used by operating activities was the result of cash used in working capital, primarily inventory as we build inventory levels to support our growing business, particularly our commercial business.

Net cash used in investing activities during the first twenty-six weeks of 2010 was $1.6 million, compared to net cash used in investing activities of $0.4 million for the first twenty-six weeks of 2009. The increase in capital expenditures was primarily for equipment in our support center facility.

Net cash used by financing activities for the first twenty-six weeks of 2010 was $0.3 million compared to net cash used by financing activities of $0.2 million for the first twenty-six weeks of 2009. The increase in financing cash used is due to the costs associated with our new credit facility. In the first quarter of 2010 we announced that our board of directors had authorized up to $10 million in a share repurchase program. In the first twenty-six weeks of 2010 we repurchased approximately 10,000 shares at a weighted average market price of $7.30 per share.

Our future capital requirements and the adequacy of available funds will depend on many factors, including the pace of our expansion, real estate markets, the availability of suitable site locations and the nature of the arrangements negotiated with landlords for new coffeehouses as well as lease termination costs associated with existing underperforming coffeehouse leases. Expenses associated with the lease terminations for existing underperforming coffeehouse leases are variable from coffeehouse to coffeehouse and are dependent upon the amount of time left on the lease, local real estate market conditions, as well as other factors. We expect capital expenditures for fiscal 2010 to be in the range of $10 to $12 million. We believe that our current liquidity and cash flow from operations will provide sufficient liquidity to fund our operations for at least 12 months.

Off-Balance Sheet Arrangements

Other than our coffeehouse leases, we do not have any off-balance sheet arrangements. As of July 4, 2010, we were committed to fixed and price-to-be-fixed green coffee purchase contracts with deliveries expected through December 2011. We only contract for green coffee expected to be used in the normal course of business. We believe, based on relationships established with our suppliers in the past, the risk of non-delivery on such purchase commitments is remote.

Recent Accounting Pronouncements

Key Financial Metrics

We review our operations based on both financial and non-financial metrics. Among the key financial metrics upon which management focuses in reviewing our performance are comparable coffeehouse net sales, EBITDA (a non-GAAP measure), cash flow from operations before general and administrative expenses, general and administrative expenses and capital expenditures. Among the key non-financial metrics upon which management focuses in reviewing performance are the number of new coffeehouse openings, average check and transaction count.

The following table sets forth non-GAAP metrics and operating data that do not otherwise appear in our consolidated financial statements as of and for the thirteen and twenty-six weeks ended July 4, 2010 and June 28, 2009:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 4, 2010			June 28, 2009			July 4, 2010			June 28, 2009
				(In thousands, except operating data)
Non-GAAP Metrics:
EBITDA(1)	$	6,013		$	5,385		$	10,623		$	9,982

Operating Data:
Percentage change in comparable coffeehouse net sales(2)		4.8	%		(3.3	%)		5.0	%		(4.2	%)
Company-Owned:
Coffeehouses open at beginning of period		413			414			413			414
Coffeehouses opened during the period		—			—			—			—
Coffeehouses closed during the period		2			—			2			—

Coffeehouses open at end of period:
Total Company-Owned		411			414			411			414
Franchised:
Coffeehouses open at beginning of period		123			101			121			97
Coffeehouses opened during the period		5			8			7			14
Coffeehouses closed during the period		—			1			—			3

Coffeehouses open at end of period:
Total Franchised		128			108			128			108

Total coffeehouses open at end of period		539			522			539			522


(1)		See reconciliation and discussion of non-GAAP measures which follow at the end of this section.

(2)		Percentage change in comparable coffeehouse net sales compares the net sales of coffeehouses during a fiscal period to the net sales from the same coffeehouses for the equivalent period in the prior year. A coffeehouse is included in this calculation beginning in its thirteenth full fiscal month of operations. A closed coffeehouse is included in the calculation for each full month that the coffeehouse was open in both fiscal periods. Franchised coffeehouses are not included in the comparable coffeehouse net sales calculations.

EBITDA is equal to net income (loss) excluding: (a) interest expense; (b) interest income; (c) depreciation and amortization; and (d) income taxes.

We believe EBITDA is useful to investors in evaluating our operating performance for the following reason:

•

Our coffeehouse leases are generally short-term (5-10 years), and we must depreciate all of the cost associated with those leases on a straight-line basis over the initial lease term, excluding renewal options (unless such renewal periods are reasonably assured at the inception of the lease). We opened a net 208 company-owned coffeehouses from the beginning of fiscal 2003 through the end of the first twenty-six weeks of 2010. As a result, we believe depreciation expense is disproportionately large when compared to the sales from a significant percentage of our coffeehouses that are in their initial years of operations. Also, many of the assets being depreciated have actual useful lives that exceed the initial lease term, excluding renewal options. Consequently, we believe that adjusting for depreciation and amortization is useful for evaluating the operating performance of our coffeehouses.

Our management uses EBITDA:

	•		As a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis, as it removes the impact of items not directly resulting from our coffeehouse operations;

	•		For planning purposes, including the preparation of our internal annual operating budget;

	•		To evaluate our capacity to incur and service debt, fund capital expenditures and expand our business.

EBITDA as calculated by us is not necessarily comparable to similarly titled measures used by other companies. In addition, EBITDA: (a) does not represent net income or cash flows from operating activities as defined by GAAP; (b) is not necessarily indicative of cash available to fund our cash flow needs; and (c) should not be considered an alternative to net income, operating income, cash flows from operating activities or our other financial information as determined under GAAP.


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 4, 2010			June 28, 2009			July 4, 2010			June 28, 2009
				(In thousands)

Net income attributable to Caribou Coffee Company, Inc.	$	2,421		$	1,168		$	3,459		$	1,514
Interest expense		64			63			171			121
Interest income		(5	)		(7	)		(10	)		(7	)
Depreciation and amortization(1)		3,513			4,102			7,141			8,396
Provision (benefit) from income taxes		20			59			(138	)		(42	)

EBITDA	$	6,013		$	5,385		$	10,623		$	9,982


(1)		Includes depreciation and amortization associated with our headquarters and roasting facility that are categorized as general and administrative expenses and cost of sales and related occupancy costs on our statement of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

Not applicable.

Item 4T. Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and the operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of July 4, 2010, in ensuring

that material information relating to us required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. There were no changes in our internal control over financial reporting during the quarter ended July 4, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended January 3, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

Not applicable.

Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Reserved.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.


3.1*		Form of Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement of Form S-1/A filed August 25, 2005).

3.2*		Form of Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement of Form S-1/A filed August 25, 2005).

4.1*		Form of Registrant’s Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement of Form S-1/A filed September 6, 2005).

10.14*		Lease and License Financing and Purchase Option Agreement between Caribou Coffee Company Inc. and Arabica Funding, Inc., dated February 19, 2010.

10.15*		Credit Agreement among Arabica Funding, Inc., as Borrower, and Wells Fargo Bank, N.A., as Administrative Agent, dated as of February 19, 2010.

31.1		Certification Pursuant to Rule 13a — 14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification Pursuant to Rule 13a — 14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Asterisk (*)		indicates exhibit previously filed with the Securities and Exchange Commission as indicated in parentheses.


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		2
Condensed Consolidated Statements of Operations		2
Condensed Consolidated Balance Sheets		3
Condensed Consolidated Statement of Changes in Equity		4
Condensed Consolidated Statements of Cash Flows		5
Notes to Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures About Market Risk		27
Item 4T. Controls and Procedures		27

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3. Defaults Upon Senior Securities		28
Item 4. Reserved		28
Item 5. Other Information		28
Item 6. Exhibits		29
Signature		30
EX-31.1
EX-31.2
EX-32.1
EX-32.2


	CARIBOU COFFEE COMPANY, INC.
	By:	/s/ Michael Tattersfield
		Michael Tattersfield
		Chief Executive Officer and President

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	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ Timothy J. Hennessy
	Timothy J. Hennessy
	Chief Financial Officer