Green Mountain Coffee completes $250 million sale to Lavazza, SEC requests documents

first_imgGreen Mountain Coffee Roasters finally acquires Diedrich Coffee …May 12, 2010 … Green Mountain Coffee Roasters, Inc has announced that it has acquired Diedrich Coffee, Inc. (NASDAQ: DDRX) for $35 per share of common … Green Mountain Coffee ranks #2 on Fortune’s global 100 fastest …Aug 19, 2010 … For the second consecutive year, Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR), of Waterbury, Vermont, has been ranked on Fortune’s … Green Mountain Coffee declares three-for-one stock split, earnings …Apr 28, 2010 … Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) today announced that its Board of Directors has approved a three-for-one stock split to … Green Mountain Coffee Roasters sees sales soar | Vermont Business …Jan 15, 2010 … Green Mountain Coffee Roasters ‘ based in Waterbury ‘ had a fairly …Also purchased this year was Timothy’s World Coffee from Toronto for … Green Mountain Coffee Roasters announces $250 million common stock …Aug 11, 2010 … As a leader in the specialty coffee industry, Green Mountain CoffeeRoasters, Inc. is recognized for its award-winning coffees, … According to a Form 8-K report to the Securities & Exchange Commission Tuesday, Green Mountain Coffee Roasters, Inc completed a sale of 8,566,649 shares of its common stock, par value $0.10 per share, to Luigi Lavazza S.p.A., an Italian corporation, for an aggregate purchase price of $250 million. The Waterbury company employs 1,010 in Vermont and more than 2,000 system-wide. It has been in a buying spree lately on the West Coast and in Canada as its stock price has climbed and sales of Keurig-brand single cup serving systems has taken off. The company reported in the same filing that the SEC had requested certain documents, which GMCR believes is related to ” certain revenue recognition practices and the Company’s relationship with one of its fulfillment vendors.” It declined to comment further on the SEC request, other than to say it was cooperating fully. However, its stock price fell on the news 16 percent to $31.06. Its 52-week high is $37.97 and its 52-week low is $19.85. I was at $31.30 late Thursday. is external)The sale of the Shares to Lavazza was effected pursuant to the Common Stock Purchase Agreement, dated as of August 10, 2010, by and between the Company and Lavazza. The execution of the SPA was previously reported by the Company in its Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2010, and the full text of the SPA was filed as Exhibit 10.1 thereto. In connection with the closing of the sale of the Shares, the Company and Lavazza entered into a Registration Rights Agreement, dated as of September 28, 2010 (the ‘RRA’).Pursuant to the terms of the RRA, after the first anniversary of the date of the RRA or the earlier occurrence of specified triggering events, Lavazza will have a demand, Form S-3 registration right with respect to the Shares then held by Lavazza and other Common Stock or other securities convertible into or exchangeable for Common Stock acquired by Lavazza in accordance with the terms of the SPA (collectively, the ‘Registrable Securities’). In addition, after the first anniversary of the date of the RRA, Lavazza will have a piggyback registration right to have the Registrable Securities then held by Lavazza included in a Company-effected registration, other than a registration relating to employee benefit plans or resulting from other specified corporate events. Lavazza’s demand and piggyback registration rights are subject to the limitations and conditions set forth in the RRA, including, with respect to underwritten offerings, customary underwriter cutbacks. The RRA also provides that all expenses (other than underwriting commissions, transfer taxes, fees of Lavazza’s counsel and similar fees and commissions) incurred in connection with any registration that is subject to the exercise of Lavazza’s registration rights will generally be borne by the Company, and contains other customary provisions, including those relating to indemnification.Item 2.02 Results of Operations and Financial Condition.The information in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.Item 3.02 Unregistered Sales of Equity Securities.To the extent required by Item 3.02 of Form 8-K, the information contained or incorporated in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. Exemption from registration under the Securities Act of 1933, as amended (the ‘Securities Act’), for the sale of the Shares to Lavazza was based on Section 4(2) of the Securities Act.Item 7.01 Regulation FD Disclosure.In connection with its acquisition of LJVH Holdings, Inc., or Van Houtte, a leading gourmet coffee brand in Canada in the home and office channels, and the marketing of the associated $1.35 billion debt financing, the Company hereby furnishes the following information:Intercompany adjustment correctionIn connection with the preparation of its financial results for its fourth fiscal quarter, the Company’s management discovered an immaterial accounting error relating to the margin percentage it had been using to eliminate the inter-company markup in its K-Cup inventory balance residing at its Keurig business unit. Management discovered that the gross margin percentage used to eliminate the inter-company markup resulted in a lower margin applied to the Keurig ending inventory balance effectively overstating consolidated inventory and understating cost of sales. Management determined that the accounting error arose during fiscal 2007 and analyzed the quantitative impact from that point forward to June 26, 2010.As of June 26, 2010, there is a cumulative $7.6 million overstatement of pre-tax income. Net of tax, the cumulative error resulted in a $4.4 million overstatement of net income or a $0.03 cumulative impact on earnings per share.After evaluating the quantitative and qualitative aspects of the error in accordance with applicable accounting literature, including Staff Accounting Bulletins published by the SEC, the Company, with the participation of the audit committee of the Board of Directors, has determined that the correction in the margin calculation represents a correction of an error in accordance with Accounting Standards Codification 250 Accounting Changes and Error Corrections, that the correction was not material to the fiscal years and the respective quarters ended 2007, 2008 and 2009 and that the Company anticipates that the correction will not be material to fiscal year 2010 and the respective quarters of fiscal 2010. As a result, the Company anticipates the cumulative amount of the accounting correction will be made in the quarter ended September 25, 2010.The Company does not intend to provide further updates regarding the correction of this error or the Company’s results for fiscal year 2010 until its fiscal 2010 fourth quarter earnings release and conference call. Additional details regarding the correction of this error will be provided in the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2010.SEC inquiryOn September 20, 2010, the staff of the SEC’s Division of Enforcement informed the Company that it was conducting an inquiry and made a request for a voluntary production of documents and information. Based on the request, the Company believes the focus of the inquiry concerns certain revenue recognition practices and the Company’s relationship with one of its fulfillment vendors. The Company, at the direction of the audit committee of the Company’s board of directors, is cooperating fully with the SEC staff’s inquiry.Note Regarding Forward-Looking StatementsCertain statements contained herein are not based on historical fact and are ‘forward-looking statements’ within the meaning of the applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as ‘anticipate,’ ‘believe,’ ‘could,’ ‘estimate,’ ‘expect,’ ‘feel,’ ‘forecast,’ ‘intend,’ ‘may,’ ‘plan,’ ‘potential,’ ‘project,’ ‘should,’ ‘would,’ and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those stated here. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact on sales and profitability of consumer sentiment in this difficult economic environment, the Company’s success in efficiently expanding operations and capacity to meet growth, the Company’s success in efficiently and effectively integrating Tully’s, Timothy’s, and Diedrich’s wholesale operations and capacity into its Specialty Coffee business unit, the Company’s success in introducing and producing new product offerings, the ability of lenders to honor their commitments under the Company’s credit facility, competition and other business conditions in the coffee industry and food industry in general, fluctuations in availability and cost of high-quality green coffee, any other increases in costs including fuel, Keurig’s ability to continue to grow and build profits with its roaster partners in the At Home and Away from Home businesses, the Company’s ability to continue to protect and enhance its intellectual property, the Company experiencing product liability, product recall and higher than anticipated rates of warranty expense or sales returns associated with a product quality or safety issue, the impact of the loss of major customers for the Company or reduction in the volume of purchases by major customers, delays in the timing of adding new locations with existing customers, the Company’s level of success in continuing to attract new customers, sales mix variances, weather and special or unusual events, the impact of the inquiry initiated by the SEC and any related or additional governmental investigative or enforcement proceedings, as well as other risks described more fully in the Company’s filings with the SEC. Forward-looking statements reflect management’s analysis as of the date of this Current Report on Form 8-K. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases. Source: GMCR. September 28, 2010Green Mountain Coffee Roasters to acquire Van Houtte for $900 …Sep 14, 2010 … Green Mountain Coffee Roasters, Inc (NASDAQ: GMCR) announced today that it has executed a Share Purchase Agreement pursuant to which GMCR … For more stories on Green Mountain Coffee Roasters, go towww.vermontbiz.comlast_img read more

How the Lakers and Clippers stack up in building title contenders

first_imgLOS ANGELES — At summers’ end, two superteams had formed in Los Angeles, fueling immediate debate: Who did a better job building a contender? The Clippers or the Lakers?“They’re good and we’re good,” Lakers forward Kyle Kuzma said. “So anytime both L.A. teams are good, you’re gonna naturally have that type of a rivalry.”But games in December don’t typically matter too much in May and June. As Clippers forward Kawhi Leonard would say, the big goal is the “Larry O.B.” A Staples Center tilt will be a fun measure of how much two of the NBA’s best teams have grown since opening night, but it’s one signpost in a long road ahead.Ahead of the second installment of the head-to-head series, it’s worth taking stock of how far each team has come in pursuit of that ultimate goal, building a true title contender, by looking at some of the key elements of a team that lasts the test of time: Trail Blazers, Grizzlies advance to NBA play-in game; Suns, Spurs see playoff dreams dashed However you want to measure it, it’s not what it used to be, when the Lakers shot out of the gate as the top-ranked unit for the first few weeks of the season. Davis, who has generated buzz as a potential Defensive Player of the Year candidate this season, said they had lost their edge on that side of the ball.There’s also an imbalance on the roster with few wing defenders outside of James and Danny Green. In their losses, this has been exploited by Kawhi Leonard, Pascal Siakam, Paul Milsap and Giannis Antetokounmpo among others. There are not a lot of wing defenders on the open market right now, so it might have to be a flaw the Lakers live with.When James doesn’t play, the Lakers struggle, even with Davis on the court. A lack of ball-handlers, aside from the polarizing play of Rajon Rondo, leads to uncertainty when anyone but James is running the show. Not that the Lakers expect to be perfect: There’s always room for improvement.“You want to make goals along the process, along the way, along the marathon,” James said. “It’s commitment of focus, it’s a commitment of what we’re trying to do, continue to get better and just be laser-sharp for a majority of the process so far.” So it’s hard not to take the Fun Guy seriously when he writes a prescription: “It’s gonna take success, mistakes, arguments and losing games and winning games to get to that next level.”And how’s that process looking with him and Paul George strapped into the cockpit for these highly aspirational Clippers?Statistically, pretty good. The Clippers – 22-10 overall – are 11-3 when both stars suit up. In their 356 minutes on the floor together, they have a net rating (which measures a team’s point differential per 100 possessions) of plus-14.6. That’s a 99.6 defensive rating and a 114.2 offensive rating.But how’s it look? Brilliant, at times. Especially when the All-NBA wing defenders are using their length to suffocate opposing offenses, forcing turnovers and translating those into easy points, as they did in a recent victory at San Antonio, when the Clippers scored 36 points off 18 Spurs turnovers.Other times the rhythm, the chemistry, the execution do appear to be a work in progress – just as Leonard said they would be.SUPPORTING CASTClippers: There have been a combined 68 games missed this season because of injuries – including nine by Leonard, either because of a left knee contusion or because of injury management for an ongoing issue with his patella tendon. George was recovering from offseason surgeries on both shoulders and had to wait until Game 12 to join the fray.What all that has proved: The returning cast has been, largely, who everyone thought they were.Montrezl Harrell and Lou Williams again anchor the league’s most prolific bench; together the two early Sixth Man of the Year contenders have scored 1,031 of the Clippers’ 1,642 bench points – more than 10 other teams’ total bench output, including the Lakers’ reserves, who have accounted for 1,029 points.Also: Offseason pickup Moe Harkless has impressed, as Rivers attests night after night, with his ability to guard smaller guards. And fourth-year center Ivica Zubac is developing into a reliable rim protector in his limited starting role: His 48.7 percent defensive field goal percentage within 6 feet of the basket is 13th best in the league, ahead of Rudy Gobert and Andre Drummond.Lakers: If the bar is last season, the Lakers have easily surpassed it.The assembly of veterans around James and Davis is a marked upgrade from last season, with established pros like Danny Green and Avery Bradley clinching key roles early. The returning players from last year have been productive, too, with hat-tips to Kentavious Caldwell-Pope and Alex Caruso, who have looked reasonably solid in their roles.Arguably no one has surprised more than Dwight Howard, who was picked up for pennies on maybe his last chance to play in the NBA and now has played more center minutes than anyone on the roster. Though he’s averaging just 6.9 points and 6.9 rebounds, his defensive presence and rim-running have occasionally sparked huge turnarounds (see: the Lakers’ win in Chicago).That being said, this cast is built around their stars, not built to win without them. That’s been frightfully apparent during their three-game losing streak, especially in a big loss to the Nuggets when LeBron James was sorely missed. Non-James minutes have been largely mediocre (opponents have outscored the Lakers by 26 in 436 minutes), even with Davis on the floor. At 34.3 ppg, the Lakers have one of the lowest-scoring benches in the league.The team still could get a huge lift if Kuzma, who recently returned from an ankle sprain, finds a way to break out of a third-year slump. Coming off the bench, his production has been hampered by a number of injuries to start the season.CHECK THE SCHEDULELakers: If taking care of business is the mark of a great team, the Lakers can’t be better than that: They’re a perfect 16-0 against teams with records of .500 or lower (and 2-0 against the 15-14 Oklahoma City Thunder). They don’t get beat by teams that shouldn’t beat them, even if they sometimes allow those games to be close.That stretch included winning 14 straight games on the road, a streak which has only been bested twice in NBA history. In their first 30 games, the Lakers have two seven-game winning streaks and one 10-game winning streak. They’re 8-1 in games within one possession in the final 15 seconds of regulation.There’s room for concern against other contenders: The Lakers have lost to the Clippers, Raptors, Mavericks, Pacers, Bucks and Nuggets, all expected to be playoff teams including a few they could see in the Western Conference bracket. Three of those wins have been by double-digits, and even though the Lakers had to play without James against Denver, it wasn’t a good look to get boat-raced out of their own building.Clippers: The Clippers can’t claim to be perfect – not even against teams .500 or worse.Rivers’ team is 13-4 against opponents with losing records. Phoenix surprised them back in Game 3, they lost George’s season debut in New Orleans, fell flat on their first visit to San Antonio and let a lead slip away on the last night of a long, six-game trip earlier this month in Chicago.The Clippers have an almost spotless record at home, however: They’re 14-2 at Staples Center, but they’ll be the visitors in the building on Christmas.And how have the Clippers fared against winning teams? A respectable 9-6. Those victories have come against Boston (20-7), Toronto (21-8) (twice), Houston (20-9), Indiana (20-10), Dallas (19-10), Utah (18-11), Oklahoma City (15-14), and, to start it all off back on Oct. 22, the Lakers (24-6).FLAW-FINDINGClippers: The Clippers’ recent habit of blowing leads isn’t a particularly becoming look for a squad that fancies itself a title contender.They’ve lost three of five games, and in all three defeats, they relinquished sizable advantages: A 15-point lead in the second quarter in the 109-106 road loss to Chicago; a 17-point lead just before halftime in a 122-117 setback at home to Houston; and then an 18-point second-quarter advantage in Oklahoma City on Sunday, when they eventually succumbed 118-112.There’s also the matter of figuring it out, stunted somewhat by so many lineup fluctuations.For example, take the zone defense that the Clippers have employed with increasing frequency this season: They learned Sunday, when they played without Patrick Beverley and Leonard, that it has its limits, as the Clippers were outrebounded 49-42, including 16-10 on the offensive glass.Said Rivers: “We’ve been a really good rebounding team in the zone, and maybe not having Pat as a terrific rebounder and not having Kawhi as another rebounder, when you play zone you have to be more careful; that’s the lesson we learned here.”Lakers: Frank Vogel felt defensive enough about his defensive rating to correct a reporter who called his Lakers team the eighth-best defense in the league. Vogel said internal numbers put them at fifth.Related Articles AD Quality Auto 360p 720p 1080p Top articles1/5READ MOREUCLA alum Kenny Clark signs four-year contract extension with PackersBLENDING STARSLakers: From the day he was traded to L.A., Anthony Davis has said he’s been welcomed with “open arms” by the franchise and his fellow star, LeBron James. A thwarted attempt by James to gift Davis his jersey number, 23, showed how much the Lakers wanted to accommodate their new arrival.That’s played out in the court, too: The Lakers are 23-4 when both James and Davis play. In their 674 minutes together, they have a plus-11.3 rating and have outscored opponents by 171 points, making them one of the best two-man lineups in the league. Davis is on pace to become LeBron’s favorite target in any season by assist volume – and by the way, James is leading the league in dimes (10.6 apg).Within the locker room, there’s a real sense that Davis and James are close. They banter, they go out together and they challenge one another. Many have credited Davis with pushing James to become a defensive factor this year. In a recent win in Miami, James said Davis was one of the players who told him to sharpen up for a monster third quarter that led to a win. Davis sees that as one of his many roles.“We all have respect for each other and have the confidence to go up to whoever and try to get him going,” he said. “The fact that (LeBron) listens and everyone on the team listens and can accept criticism from our guys is what makes us so good.”Clippers: Kawhi Leonard has, of course, been to the NBA mountaintop, hoisting the Larry O’Brien Championship Trophy and the Finals MVP award twice in eight seasons before joining the Clippers. How athletes protesting the national anthem has evolved over 17 years center_img Trail Blazers beat Grizzlies in play-in, earn first-round series with the Lakers Lakers practice early hoping to answer all questions Lakers, Clippers schedules set for first round of NBA playoffs Newsroom GuidelinesNews TipsContact UsReport an Errorlast_img read more