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FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


(Mark One)

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

For the sixteen weeks ended January 18, 2003

OR

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 1-12340

 

GREEN MOUNTAIN COFFEE ROASTERS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

 

03-0339228

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of principal executive offices) (zip code)

 

(802) 244-5621

 

(Registrants' telephone number, including area code)

 

GREEN MOUNTAIN COFFEE, INC.


(Former name, former address and former fiscal year, if changed since last report.)



Indicate by check mark whether the registrant has (1) 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 [ Ö ] NO [ ]

As of February 21, 2003, 6,852,377 shares of common stock of the registrant were outstanding.

 

Part I. Financial Information
Item 1. Financial Statements

GREEN MOUNTAIN COFFEE ROASTERS, INC.
Consolidated Balance Sheets
(Dollars in thousands)

January 18,      2003     

September 28,      2002     

Unaudited

          Assets

Current assets:

   Cash and cash equivalents

$     478   

$     800   

   Receivables, less allowances of $564 and $351 at January 18, 2003, 
   and September 28, 2002, respectively

10,449  

9,132  

   Inventories

6,177  

5,876  

   Other current assets

1,376  

789  

   Income taxes receivable

-   

528  

   Deferred income taxes, net

       547  

       546  

   Total current assets

19,027  

17,671  

Fixed assets, net

21,254  

20,834 

Investment in Keurig, Incorporated

14,407  

14,491 

Goodwill and other intangibles

1,446  

1,465 

Other long-term assets

      320  

       226 

$ 56,454 

$ 54,687 

====

====

          Liabilities and Stockholders' Equity

Current liabilities:

   Current portion of long-term debt

$    3,178 

$    3,193 

   Accounts payable

6,275 

6,271 

   Accrued compensation costs

1,837 

1,031 

   Income taxes payable

694 

   Accrued expenses

     1,423 

    1,271 

        Total current liabilities

   13,407 

   11,766 

Long-term debt

   10,526 

   12,079 

Long-term line of credit

     2,190 

     3,130 

Deferred tax liability

        791 

        647 

Other long-term liabilities

        122 

             - 

Commitments and contingencies

Stockholders' equity:

   Common stock, $0.10 par value: Authorized - 20,000,000 shares; 
   Issued -   8,002,114 and 7,956,872 shares at January 18, 2003 and
   September 28, 2002, respectively

800 

795 

  Additional paid-in capital

20,123 

19,793 

  Retained earnings

16,962 

14,648 

  Accumulated other comprehensive (loss)

(22)

(12)

  ESOP unallocated shares, at cost - 40,941 shares

(1,109)

(1,109)

  Treasury shares, at cost - 1,157,554 and 1,138,273 shares at
  January 18, 2003 and September 28, 2002, respectively

   (7,336)

   (7,050)

Total stockholders' equity

   29,418 

   27,065 

$ 56,454 

$ 54,687 

====

====

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


GREEN MOUNTAIN COFFEE ROASTERS, INC.
Consolidated Statements of Operations
(Dollars in thousands except per share data)

 

Sixteen weeks ended

 

January 18,
2003

 

January 19,
2002

 

(unaudited)

     

Net sales

$        36,567 

$        32,357 

Cost of sales

        20,655 

       18,055 

     Gross profit

15,912 

14,302 

     

Selling and operating expenses

9,110 

 

8,340 

General and administrative expenses

         2,565 

 

         2,100 

     Operating income

4,237 

3,862 

       

Other income (expense)

57 

 

(11)

Interest expense

           (195)

 

              (77)

     Income before income taxes

4,099 

3,774 

       

Income tax expense

         (1,701)

 

         (1,528)

     Income before equity in net earnings of Keurig, Incorporated

2,398 

2,246

Equity in net earnings of Keurig, Incorporated

              (84)

                  - 

     Net income

$           2,314 

$           2,246 

 

=====

 

=====

     Basic income per share:

     

     Weighted average shares outstanding

6,798,204 

 

6,634,397 

     Net income

$            0.34 

 

$            0.34 

       

     Diluted income per share:

     

     Weighted average shares outstanding

7,189,839 

 

7,282,797 

     Net income

$            0.32 

 

$            0.31 




The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.





GREEN MOUNTAIN COFFEE ROASTERS, INC.
Condensed Consolidated Statements of Comprehensive Income
(Dollars in thousands)

Sixteen weeks ended

 

January 18,
2003

 

January 19,
2002

 

(unaudited)

Net income

$    2,314 

 

$     2,246 

 

Other comprehensive income, net of tax:

   Deferred losses on derivatives designated as
     cash flow hedges

(13)

 

(35)

 

   Losses on derivatives designated as
     cash flow hedges included in net income

            3 

 

           31 

 

Other comprehensive loss

         (10)

 

            (4)

 

Comprehensive income

$     2,304 

$     2,242 

 

====

 

====

 

 


The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

 

 

 

 

 

GREEN MOUNTAIN COFFEE ROASTERS, INC.
Unaudited Consolidated Statement Of Changes In Stockholders' Equity

For the Period Ended January 18, 2003
(Dollars in thousands)

Common stock

Additional
paid-in capital

Retained earnings

Accumulated other comprehensive (loss)

Treasury stock

ESOP unallocated shares


Stockholders' equity

 

Shares

Amount

Shares

Amount

Shares

Amount

 
                     

Balance at September 28, 2002

7,956,872

$ 795

$ 19,793

$14,648 

$ (12)

(1,138,273)

$(7,050)

(40,941)

$(1,109)

$ 27,065 

Options exercised

45,242

5

263

-  

-

268 

Treasury stock purchases

-

-

-

(19,281)

(286)

(286)

Tax benefit from exercise of options

-

-

57

-  

-

57 

Deferred compensation and Non- Employee compensation expense

-

-

10

-  

-

10 

Other comprehensive loss,
    net of tax

-

-

-

 (10)

-  

-

(10)

Net income

             -

        -

           -

  2,314 

       - 

               -  

           -

            - 

           - 

   2,314 

                     

Balance at January 18, 2003

8,002,114

$ 800

$ 20,123

$16,962 

$ (22)

(1,157,554)

$(7,336)

(40,941)

$(1,109)

$ 29,418

 

====

===

===

===

===

====

===

===

===

===

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


GREEN MOUNTAIN COFFEE ROASTERS, INC.
Consolidated Statement of Cash Flows
(Dollars in thousands)

 

Sixteen weeks ended

 

January 18,
 2003

 

January 19,
 2002

 

(unaudited)

   

Cash flows from operating activities:

     

   Net income

$      2,314 

 

$      2,246 

   Adjustments to reconcile net income to net cash
     provided by operating activities:

     

        Depreciation and amortization

1,385 

 

1,203 

       (Gain) on disposal and abandonment of fixed assets

(56)

 

(29)

        Provision for doubtful accounts

311 

 

85 

        Change in fair value in interest rate swap

122 

 

        Change in fair value in futures derivatives

(78)

 

(37)

        Tax benefit from exercise of non-qualified options

57 

 

272 

        Equity in net earnings of Keurig, Incorporated

84 

 

-  

        Deferred income taxes

143 

 

103 

        Deferred compensation and non-employee compensation

10 

 

        Changes in assets and liabilities:

     

            Receivables

(1,628)

 

63 

            Inventories

(301)

 

562 

            Income tax payable (receivable)

1,222 

 

1,547 

            Other current assets

(524)

 

(315)

            Other long-term assets, net

(94)

 

            Accounts payable

 

(247)

            Accrued compensation costs

806 

 

(53)

            Accrued expenses

        157 

 

       (164)

               Net cash provided by operating activities

     3,934 

     5,238 

       

Cash flows from investing activities:

     

   Investment in Keurig, Incorporated

 

(1,830)

   Capital expenditures for fixed assets

(2,162)

 

(2,800)

   Proceeds from disposals of fixed assets

         432 

 

         174 

               Net cash used for investing activities

     (1,730)

     (4,456)

       

Cash flows from financing activities:

     

   Proceeds from issuance of common stock

268 

 

242 

   Purchase of treasury shares

(286)

 

(22)

   Repayment of long-term debt

(1,568)

 

(63)

   Net change in revolving line of credit

       (940)

 

     (1,030)

   Purchase of unallocated ESOP shares

             - 

 

           (7)

               Net cash used for financing activities

    (2,526)

       (880)

       

Net (decrease) in cash and cash equivalents

(322)

 

(98)

Cash and cash equivalents at beginning of period

         800 

 

         979 

Cash and cash equivalents at end of period

$        478 

$        881 

====

====

Non cash activities - release of ESOP shares to participants

-  

$ 400 



The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


Green Mountain Coffee Roasters, Inc.
Notes to Unaudited Consolidated Financial Statements

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements.

In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial data have been included. Results from operations for the sixteen week period ended January 18, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending September 27, 2003.

For further information, refer to the consolidated financial statements and the footnotes included in the annual report on Form 10-K for Green Mountain Coffee, Inc. for the fiscal year ended September 28, 2002.

2. Inventories

                    Inventories consisted of the following:

 

      January 18,
     2003

 

September 28,
2002

Raw materials and supplies

$     3,587,000

$     3,332,000

Finished goods

     2,590,000

 

     2,544,000

$    6,177,000

$     5,876,000

 

=====

 

=====

 

Inventory values above are presented net of $149,000 and $234,000 of obsolescence reserves at January 18, 2003 and September 28, 2002, respectively.

At January 18, 2003, the Company had approximately $16,039,000 in green coffee purchase commitments, of which approximately 85% had a fixed price. These commitments extend through 2005. The value of the variable portion of these commitments was calculated using an average "C" price of coffee of $0.63. The Company believes, based on relationships established with its suppliers, that the risk of non-delivery on such purchase commitments is remote.

3. Earnings Per Share

The following table illustrates the reconciliation of the numerator and denominator of basic and diluted income per share computations as required by SFAS No. 128 (dollars in thousands, except per share data):

 

Sixteen weeks ended

 

January 18, 2003

 

January 19, 2002

Numerator - basic and diluted earnings per share :

     

Net income

$ 2,314

 

$ 2,246

Denominator:

=======

 

=======

Basic earnings per share - weighted average shares outstanding

6,798,204

 

6,634,397

Effect of dilutive securities - stock options

   391,635

 

   648,400

Diluted earnings per share - weighted average shares outstanding

7,189,839

 

7,282,797

 

====

 

====

Basic earnings per share

$ 0.34

 

$ 0.34

Diluted earnings per share

$ 0.32

 

$ 0.31

For the sixteen weeks ended January 18, 2003 and January 19, 2002, options to purchase 259,000 and 41,500 shares of common stock, respectively, were outstanding but were not included in the computation of diluted income per share because the options' exercise price was greater than the market price of the common shares.

  1. Derivative Instruments and Hedging Activities
  2. The Company regularly enters into coffee futures contracts to hedge price-to-be-established purchase commitments of green coffee and therefore designates these contracts as cash flow hedges. At January 18, 2003, the Company held outstanding futures contracts with a fair market value of $63,000. These futures contracts are hedging coffee purchase commitments that take place in the next six months and the related gains and losses will be reflected in cost of sales in the next three fiscal quarters when the related finished goods inventory is sold. At September 28, 2002, the Company held futures contracts with a total fair market value of $(14,000).

    At January 18, 2003, deferred gains on futures contracts designated as cash flow hedges amounted to $87,000 ($51,000 net of taxes). These deferred gains are classified in accumulated other comprehensive income. In the first quarter of fiscal 2003, total losses on futures (gross of tax) included in cost of sales amounted to $6,000.

    The Company entered into an interest swap agreement with Fleet Bank ("Fleet") effective January 1, 2003, in order to fix the interest rate on a portion of its term loan. The swap has a notional amount of $5,000,000 and matures on July 1, 2007. The effect of the swap is to limit the interest rate exposure to a fixed rate of 3.495% versus the 30-day LIBOR rate. In accordance with the agreement and on a monthly basis, interest expense is calculated based on the floating 30-day LIBOR rate and the fixed rate. If interest expense calculated is greater based on the 30-day LIBOR rate, Fleet pays the difference to the Company; if interest expense as calculated is greater based on the fixed rate, the Company pays the difference to Fleet. For the sixteen-week period ended January 18, 2003, the Company paid $5,000 in additional interest expense pursuant to the swap agreement. The Company is exposed to credit loss in the event of nonperformance by the other party to the swap agreement; however, nonperformance is not anticipated.

    The fair market value of the interest rate swap is the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the credit worthiness of the counterparty. At January 18, 2003, the Company estimates it would have paid $122,000 (gross of tax) to terminate the agreement. Green Mountain designates the swap agreement as a cash flow hedge and the fair value of swap is classified in accumulated other comprehensive income.

  3. Investment in Keurig, Incorporated
  4. During the first two quarters of fiscal 2002, the Company purchased 586,350 shares of Preferred Stock and 317,969 shares of Common Stock of Keurig, Incorporated ("Keurig") for approximately $5,921,000 from third-party investors in Keurig. During the third fiscal quarter of fiscal 2002, the Company purchased an additional 1,324,885 shares of Common Stock and 3,925 shares of Preferred Stock of Keurig from third party investors for approximately $8,681,000. Prior to January 8, 2002, the Company had an investment in the Preferred Stock of Keurig of $151,000. As of January 18, 2003 and September 28, 2002, the shares of Common Stock owned by the Company represent approximately 49.78% and 49.93% of Keurig's outstanding Common Stock and the total acquired shares (Preferred Stock and Common Stock) represent approximately 41.8% and 41.9% of Keurig's common equivalent shares, respectively. The Company adopted the equity method of accounting to report its investment in Keurig, Incorporated in its th ird fiscal quarter of 2002. Due to the timing of the Company's investment in common stock of Keurig in the first two quarters of fiscal 2002, the retroactive application of equity method accounting to the results of the Company would not be material.

    As a result of contractual limitations and restrictions agreed to by the Company, MD Co., which owns approximately 23% of Keurig's capital stock, effectively controls Keurig - having the ability to elect a majority of Keurig's Board of Directors, cause certain types of amendments to Keurig's Certificate of Incorporation, and approve or reject a sale of Keurig's business.

    The allocation of the equity investment in Keurig includes the assignment of $2,554,000 to identifiable technology intangible assets that are being amortized on a straight-line basis over their estimated useful lives, which range from 7 to 10 years. In addition, the Company allocated $1,152,000 to certain fixed assets of Keurig to approximate the estimated fair value of such assets. As the transaction was effected through the purchase of currently outstanding stock of Keurig, the historical tax basis of Keurig continues and the fair value ascribed to identifiable intangible assets and fixed assets are recorded net of a deferred tax liability.

    In addition to its investment in Keurig, Incorporated, the Company conducts arms length business transactions with Keurig. Under a license agreement with Keurig, dated June 30, 2002 as amended, the Company pays Keurig a royalty for sales of Keurig licensed products. At January 18, 2003 and September 28, 2002, the Company had royalties payable to Keurig of  $613,000 and $595,000, respectively.

    Keurig is on a calendar fiscal schedule. The Company has included in its income for the sixteen week period ended January 18, 2003 the Company's ownership interest of the fourth calendar fiscal quarter of Keurig's earnings (October 1, 2002 through December 31, 2002), without giving effect to the differences between the duration of the Company's first fiscal quarter (16 weeks) and Keurig's fourth calendar fiscal quarter (13 weeks). During the first fiscal quarter of 2003, the equity impact of Keurig's earnings was $(84,000), net of tax. The equity in earnings in the investment of Keurig represents the Company's portion of Keurig's earnings for the period relative to the Company's ownership of Common Stock in Keurig for that period including certain adjustments. These adjustments include the amortization of assigned intangible assets, the accretion of Preferred Stock dividends and redemption rights, as well as depreciation differences between the Company's equity in the fair value of certain fixed assets a s compared to Keurig's historical cost basis.

    Summarized unaudited financial information for Keurig (which is on a calendar fiscal year) is as follows:

    Income Statement Information for the Twelve Months ended 
    December 31, 2002
    Dollars in thousands

       

    Revenues

    $22,157   

    Cost of goods sold

    $  9,921   

    Selling, general, and administrative expenses

    $11,550   

    Operating income

    $     686   

    Net income

    $     409   

    Financial Position Information as of December 31, 2002
    Dollars in thousands

       

    Current assets

    $10,860   

    Property, plant and equipment, net

    $  5,336   

    Other assets

    $     404   

    Total assets

    $16,600   

    Current liabilities

    $  1,996   

    Noncurrent liabilities

    $     209   

    Redeemable preferred

    $17,666   

    Shareholders' equity

    $ (3,271) 

     

     

    The following selected unaudited pro forma consolidated results of operations are presented as if the investment had occurred as of the beginning of the periods presented. The pro forma results give effect to certain adjustments including the additional funds borrowed to consummate the investment at interest rates consistent with those for each respective period and the related income tax effects.

    Dollars in thousands

    Sixteen weeks ended January 18, 2003

    Sixteen weeks ended January 19, 2002

    Net sales

    $  36,567 

    $  32,357       

    Operating income

    $    4,237 

    $    3,862       

    Income before equity in net earnings of Keurig, Incorporated

    $    2,398 

    $    2,246       

    Equity in net earnings of Keurig, Incorporated

        $        (84)

          $       (23)      

    Net income

    $    2,314 

    $    2,223       

    Basic income per share

    $      0.34 

    $      0.34       

    Diluted income per share

    $      0.32 

    $      0.31      

     

  5. Recent pronouncements
  6. In November 2002, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others."  FIN 45 requires that a liability be recorded in the guarantor's balance sheet upon issuance of a guarantee.  In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of changes in the entity's product warranty liabilities. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements of FIN 45 are effective for financial statements for periods that end after December 15, 2002.  The Company has adopted the provisions of FIN 45.

    On December 31, 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation -- Transition and Disclosure -- an amendment of FAS 123 ("FAS 148"). This Statement amends FAS Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  This Statement permits two additional transition methods for entities that adopt the preferable method of accounting for stock-based employee compensation. Currently, the Company is continuing to account for its stock-based compensation under the princi ples of Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees."

  7. Income taxes
  8. The Company benefits from a $4,041,000 (gross of tax) manufacturer's investment tax credit from the State of Vermont expiring in 2004. The resulting deferred tax asset is reported net of a valuation allowance amounting to $1,602,000 at January 18, 2003. During the sixteen weeks ended January 19, 2002, the Company reduced the valuation allowance on the deferred tax asset arising from its Vermont tax credit by $30,000, based primarily upon estimates of future taxable income; the percentage of income that is allocable to the State of Vermont and; the number of disqualifying dispositions of stock options. During the sixteen weeks ended January 18, 2003, the Company did not change the valuation allowance on the deferred tax asset arising from its Vermont tax credit.

  9. Related party transactions
  10. The Company uses travel services provided by Heritage Flight, a company which leases privately-owned airplanes. On September 25, 2002, Mr. Stiller, the CEO of Green Mountain Coffee Roasters, Inc, purchased 100% of the ownership of Heritage Flight, now known as ElanAir, Inc., dba Heritage Flight. During the first quarter of fiscal 2003, Heritage Flight billed the Company the amount of $67,000 for various travel services.

    The Company recorded in cost of sales royalties in the amount of $1,355,000 and $1,617,000 for the fiscal quarters ended January 18, 2003 and January 19, 2002, respectively, to a related party.

     

  11. Employee Compensation Plans

The Company accounts for stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees". Accordingly, except for a grant to outside consultants in the first fiscal quarter of fiscal 2003, no compensation expense has been recognized for its stock option awards and its stock purchase plan because the exercise price of the Company's stock options equals or exceeds the market price of the underlying stock on the date of the grant. The Company has adopted the disclosure-only provision of Statement of Accounting Standards No. 123 "Accounting for Stock Based Compensation" ("SFAS 123"). Had compensation cost for the Company's stock option awards and the stock purchase plan been determined based on the fair value at the grant dates for the awards under those plans, consistent with the provisions of SFAS 123, the Company's net income and net income per share for the fiscal quarters ended January 19, 2002, and January 18, 2003 would have decreased to the pro forma amounts indicated below:

   

Sixteen weeks ended

   

January 18, 2003

January 19, 2002

       
       

Net income:

As reported

$ 2,314  

$ 2,246  

 

Pro forma

2,017  

1,906  

Diluted net income per share :

As reported

0.32  

0.31  

 

Pro forma

0.28  

0.26  

 

The fair value of each stock option are estimated on the date of the grant using the Black-Scholes option-pricing model with the following assumptions: an expected life averaging 5 years and 3 years; an average volatility of 61% and 56%; no dividend yield; and a risk-free interest rate averaging 2.97% and 3.13%, for the 2003 and 2002 first fiscal quarter grants, respectively. The weighted-average fair values of options granted during the sixteen weeks ended January 18, 2003 and January 19, 2002 are $8.06 and $10.29, respectively.

 

 

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

 

Overview

Green Mountain Coffee Roasters, Inc. ( "Green Mountain") sells coffee to retailers including supermarkets, convenience stores, specialty food stores; food service enterprises including restaurants, hotels, universities and business offices; and directly to individual consumers.

Cost of sales consists of the cost of raw materials including coffee beans, flavorings and packaging materials, a portion of our rental expense, the salaries and related expenses of production and distribution personnel, depreciation on production equipment and freight and delivery expenses. Selling and operating expenses consist of expenses that directly support the sales for Green Mountain's wholesale or consumer direct channels, including media and advertising expenses, a portion of our rental expense, and the salaries and related expenses of employees directly supporting sales. General and administrative expenses consist of expenses incurred for corporate support and administration, including a portion of our rental expense and the salaries and related expenses of personnel not elsewhere categorized.

Green Mountain's fiscal year ends on the last Saturday in September. Our fiscal year normally consists of 13 four-week periods with the first, second and third "quarters" ending 16 weeks, 28 weeks and 40 weeks, respectively, after the commencement of the fiscal year.

On January 1, 2003, Green Mountain Coffee Roasters, Inc., a Vermont company, merged into its parent company, Green Mountain Coffee, Inc., a Delaware company. At the same time, the parent company changed its name to Green Mountain Coffee Roasters, Inc., which is the name under which Green Mountain has always operated. The parent company owned 100% of the issued and outstanding capital stock of the merged subsidiary and the purpose of this merger was primarily to simplify tax reporting.

 

Coffee Prices and Availability, and General Risk Factors

Green coffee commodity prices are subject to substantial price fluctuations, generally caused by multiple factors including weather, political and economic conditions in certain coffee-producing countries and other supply-related concerns. In recent years, green coffee prices have been under considerable downward pressures due to oversupply, and this situation is likely to persist. We believe that the "C" price of coffee (the price per pound quoted by the Coffee, Sugar and Cocoa Exchange) will remain highly volatile in future fiscal years. In addition to the "C" price, coffee of the quality sought by Green Mountain tends to trade on a negotiated basis at a substantial premium or "differential" above the "C" price. These differentials also are subject to significant variations. In recent years, while the "C" price has been at or near historic lows, differentials have generally been on the rise.

In the past, we generally have been able to pass increases in green coffee costs to our customers. However, there can be no assurance that we will be successful in passing such fluctuations on to the customers without losses in sales volume or gross margin in the future. Similarly, rapid sharp decreases in the cost of green coffee could also force us to lower sales prices before realizing cost reductions in our green coffee inventory. Because Green Mountain roasts over 30 different types of green coffee beans to produce its more than 100 coffee selections, if one type of green coffee bean were to become unavailable or prohibitively expensive, management believes Green Mountain could substitute another type of coffee of equal or better quality, meeting a similar taste profile. However, frequent substitutions could lead to cost increases and fluctuations in gross margins. Furthermore, a worldwide supply shortage of the high-quality arabica coffees the Company purchases could have an adverse impact on Gre en Mountain and its profitability.

We enter into fixed coffee purchase commitments in an attempt to secure an adequate supply of quality coffees. To further reduce our exposure to rising coffee costs, we enter into futures contracts to hedge price-to-be-established coffee purchase commitments.

We expect to face increasing competition in all our markets, as competitors improve the quality of their coffees to make them more comparable to Green Mountain's. In addition, specialty coffee is now more widely available, and a number of competitors benefit from substantially larger promotional budgets following, among other factors, the acquisition of specialty coffee companies by large, consumer goods multinationals. We expect that the continued high quality and wide availability of our coffee across a large array of distribution channels, combined with the added-value of our customer service processes will enable us to successfully compete in this environment, although there can be no assurance that we will be able to do so.

Certain statements contained herein are not based on historical fact and are "forward-looking statements" within the meaning of the applicable securities laws and regulations. In addition, the Company's representatives may from time to time make oral forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statements that do not directly relate to any historical or current fact. Words such as "anticipates," "believes," "expects," "will," "feels," "estimates," "intends," "plans," "projects," and similar expressions, may identify such forward-looking statements. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those set forth in forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, fluctuations in availability and cost of high-quality green co ffee, competition, organizational changes, the impact of a weaker economy, business conditions in the coffee industry and food industry in general, the impact of the loss of one or more major customers, delays in the timing of adding new locations with existing customers, Green Mountain's level of success in continuing to attract new customers, variances from budgeted sales mix and growth rate, and weather and special or unusual events, as well as other risks described in this report and other factors described from time to time in the Company's filings with the Securities and Exchange Commission. In addition, the Company has an equity investment in Keurig, Incorporated, a small high-growth private company. Keurig, Incorporated can have significant quarterly operating income fluctuations and its results can differ materially from expectations set in forward-looking statements. Further, there is a high degree of uncertainty around investment spending for the launch of the Keurig Single-Cup Brewer for the ho me and results could materially vary depending on Keurig, Incorporated's success in entering the home brewer market. Forward-looking statements reflect management's analysis as of the date of this document. The Company does not undertake to revise these statements to reflect subsequent developments.

Keurig, Incorporated

In accordance with rule 3-09, we will file audited financial statements of Keurig, Incorporated for the calendar year ending December 31, 2002, which meets the significant subsidiary tests, on or before March 31, 2003 (see Note 5 of the Notes to the Financial Statements). The audit of Keurig Incorporated's 2002 financial results will not be finalized by the time this filing on form 10-Q is filed.

 

Results of Operations

 

Sixteen weeks ended

January 18, 2003

January 19, 2002

       

Net sales

100.0 %

 

100.0 %

Cost of sales

   56.5 %

 

   55.8 %

     Gross profit

43.5 %

44.2 %

       

Selling and operating expenses

24.9 %

 

25.8 %

General and administrative expenses

   7.0 %

 

   6.5 %

     Operating income

11.6 %

11.9 %

       

Other income (expense)

0.1 %

 

(0.0)%

Interest expense

   (0.5)%

 

   (0.2)%

     Income before income taxes


11.2 %

 


11.7 %

       

Income tax expense

   (4.7)%

 

   (4.8)%

       

 Income before equity in net earnings of Keurig, Incorporated

6.5 %

 

6.9 %

       

Equity in net earnings of Keurig, Incorporated

   (0.2)%

 

          - 

     Net income

6.3 %

6.9 %

===

===

 

GREEN MOUNTAIN COFFEE ROASTERS, INC.

Total Company Coffee Pounds Shipped by Sales Channel
(Unaudited Pounds in Thousands)

Channel

Q1 16 wks. ended 1/18/03

Q1 16 wks. ended 1/19/02

Q1 Pounds Change

Q1

% Change

Supermarkets

1,376

1,166

210 

18.0%

Convenience Stores

1,519

1,193

326 

27.3%

Other Retail

103

103

0.0%

Restaurants

357

372

(15)

-4.0%

Office Coffee Service Distributors

1,019

957

62 

6.5%

Other Food Service

342

307

35 

11.4%

Consumer Direct

170

157

13 

8.2%

Totals

4,886

4,255

631 

14.8%

                                Note: Certain prior year customer channel classifications were reclassified to conform to current year classifications.

 

Total Company Coffee Pounds Shipped by Geographic Region
(Unaudited Pounds in Thousands)

Region

Q1 16 wks. ended 01/18/03

Q1 16 wks. ended 01/19/02

Q1 Pounds Change

Q1 % Change

Northern New England

1,404 

1,228 

176 

14.3% 

Southern New England

967 

912 

55 

6.0% 

Mid-Atlantic

1,373 

1,231 

142 

11.5% 

South Atlantic

446 

344 

102 

29.7% 

South Central

265 

200 

65 

32.5% 

Midwest

150 

145 

3.4% 

West

247 

163 

84 

51.5% 

International

34 

32 

6.3% 

Totals

4,886 

4,255 

631 

14.8% 

Note 1: The allocation by region of coffee pounds shipped to certain McLane Company, Inc. warehouses for distribution to ExxonMobil   convenience stores has been estimated.

                          Note 2: The former Multi-Regional category has been reclassified and divided up among the appropriate regions.

 

Sixteen weeks ended January 18, 2003 versus sixteen weeks ended January 19, 2002

Net sales increased by $4,210,000, or 13.0%, to $36,567,000 for the sixteen weeks ended January 18, 2003 (the "2003 period"). Coffee pounds shipped increased by approximately 631,000 pounds, or 14.8%, to approximately 4,886,000 pounds in the 2003 period. The pounds increase was strongest in the convenience store channel, which grew 27.3%, largely due to the strong seasonal sales to McLane Company, Inc. ("McLane"). The other channel which showed a substantial increase this period is the supermarket channel, in which coffee pounds shipped grew 18.0%. The increase was primarily due to the addition of the Wild Oats Markets Inc. supermarket chain. Sales to the Office Coffee Service ("OCS") channel recovered somewhat from 2002 low growth levels, with a year-over-year growth rate of 6.5%.

We anticipate growth in dollar sales and coffee pounds shipped to be in the range of 10% to 15% for the full 2003 fiscal year and 11% to 15% range for the second fiscal quarter of 2003.

Gross profit increased by $1,610,000, or 11.3%, to $15,912,000 for the 2003 period. As a percentage of net sales, gross profit decreased 0.7 percentage points to 43.5% for the 2003 period. The decrease was attributable to a 5.6% increase in green coffee costs over the prior year quarter. These costs were in line with expectations as we continue our strategic sourcing initiatives of "farm identified" coffee to ensure supply and quality. Wage inflation and fixed cost increases from new manufacturing capacity were offset by operational productivity gains.

Selling and operating expenses increased by $770,000, or 9.2%, to $9,110,000 for the 2003 period. General and administrative expenses increased by $465,000, or 22.1%, to $2,565,000 for the 2003 period. As a percentage of sales, operating expenses decreased 0.4 percentage points to 31.9% for the 2003 period. One-time expenses related to management changes (including severance costs) accounted for $417,000 of the dollar increase in operating expenses. Wage inflation and an increase in bad debt expense also contributed to the dollar increase. Delays in the testing and marketing of the Keurig® Single-Cup Brewer contributed to advertising and promotional expenses being less than anticipated this quarter.

As a result of the foregoing, operating income increased by $375,000, or 9.7%, to $4,237,000 for the 2003 period.

Interest expense increased by $118,000, or 153.2%, from $77,000 for the 2002 period to $195,000 for the 2003 period. This increase is due to higher debt balances associated with the Keurig investment in fiscal 2002. In the 2003 period, we capitalized $37,000 of interest expense associated with investments in production equipment currently classified as construction in progress (primarily the installation of the bowl roasters and related conveyance and storage equipment).

Income tax expense increased $173,000, or 11.3%, to $1,701,000 for the 2003 period. The effective tax rate for the 2003 period was 41.5%, up from 40.5% in 2002. This increase is primarily due to the fact that we reduced our valuation allowance on our Vermont Manufacturer's tax credit by $30,000 during the 2002 period. The ultimate amount of this credit that we will be able to use is dependent on many factors, including: the amount of taxable income being generated, the percentage of income that is allocable to the State of Vermont and, the number of disqualifying dispositions of stock options.

We adopted the equity method of accounting for our investment in Keurig, Incorporated ("Keurig") in the third fiscal quarter of 2002 as our Common Stock ownership percentage grew from under 10% to 49.93% in the course of that period. Our percentage ownership of the total common stock equivalent shares of Keurig was 41.8% at January 18, 2003. Keurig is effectively controlled by MD Co. (controlled by MDT Advisors, Inc. an institutional investment company), which owns approximately 23% of Keurig's capital stock, as a result of contractual limitations and restrictions agreed to by Green Mountain.

The equity in the net earnings of Keurig in the 2003 period was a loss of $84,000 or $0.01 per diluted share, better than anticipated due to delayed spending on the Keurig Single-Cup Brewer launch. We currently expect the negative impact of Keurig earnings to range from $0.10 to $0.14 per diluted shares for fiscal 2003 as a whole. Results from Keurig could be materially different from this estimate. Keurig is a small high-growth private company which can have significant quarterly operating income fluctuations. Further, there will be a high degree of uncertainty around investment spending given Keurig's strategic launch of the Keurig Single-Cup Brewer for the home.

Net income increased by $68,000, or 3.0%, to $2,314,000 in the 2003 period. Earnings per diluted share grew $0.01 to $0.32 in the 2003 period. Diluted earnings per share is expected to be in the range of $0.14 to $0.18 for the second quarter of fiscal 2003.


Liquidity and Capital Resources

Working capital decreased slightly to $5,620,000 at January 18, 2003 from $5,905,000 at September 28, 2002. This decrease is primarily due to the elimination of the income tax receivable and higher accrued compensation costs, and was offset by increased accounts receivable, inventories and other current assets.

Net cash provided by operating activities decreased by $1,304,000, or 24.8%, to $3,934,000 in the 2003 period. Cash flows from operations were used to fund capital expenditures in both periods.

During the 2003 period, Green Mountain had capital expenditures of $2,162,000, including $936,000 for production equipment, $592,000 for computer equipment and software, $565,000 for loaner equipment, and $69,000 for leasehold improvements and fixtures. We currently anticipate making total capital expenditures in the range of $7.0 to $7.5 million in fiscal 2003. We continuously review capital expenditure needs and actual amounts expended may differ from these estimates.

In the 2002 period, we purchased 281,356 preferred shares of Keurig, Incorporated for approximately $1,830,000. During the 2002 period, besides the investment in Keurig, Green Mountain had capital expenditures of $2,800,000, including $1,767,000 for production and distribution equipment, $459,000 for leasehold improvements, $221,000 for equipment on loan to wholesale customers, $207,000 for computer equipment and software, and $146,000 in fixtures. These capital expenditures include installation costs of $586,000 for the two roasters purchased at auction in fiscal 2001.

In the 2003 period, cash flow from financing activities included $268,000 generated from the exercise of employee stock options, up from $242,000 in the 2002 period. In addition, cash flow from operating activities included a $57,000 tax benefit from the exercise of non-qualified options and disqualifying dispositions of incentive stock options, down from $272,000 in the 2002 period. As options granted under the Company's stock option plans are exercised, the Company will continue to receive proceeds and a tax deduction for disqualifying dispositions; however, neither the amounts nor the timing thereof can be predicted.

In October 2002, we announced that we would start repurchasing up to $3 million of our outstanding stock over the following three months. We repurchased 19,281 shares in the 2003 period at a cost of $286,000.

On August 30, 2002, Green Mountain entered into a new syndicated credit facility with Fleet Bank and BankNorth N.A. This facility includes an equipment line of credit of up $5,000,000 and a revolving line of credit of up to $12,500,000, which is subject to a borrowing base formula, and matures in 2005. On January 18, 2003, $2,190,000 was outstanding under the revolving line of credit, and, based on the borrowing base formula, the remaining amount available was $13,118,000 (including the $5,000,000 specific equipment line). The credit facility is subject to quarterly covenants and Green Mountain was in compliance with these covenants at January 18, 2003. Also part of this credit facility is a $15,000,000 term loan that is being paid back in quarterly installments of $750,000 and is expiring in 2007. The outstanding balance on the term loan at January 18, 2003 was $13,500,000.

The interest paid on the credit facility varies with prime, LIBOR and Banker's Acceptance rates, plus a margin based on a performance price structure. We have also entered into a $5 million amortizing interest rate swap agreement effective January 1, 2003, in order to fix the interest rate on a portion of the term loan. The effect of the swap is to limit the interest rate exposure to a fixed rate of 3.495% versus the 30-day LIBOR rate.

We believe that cash flow from operating activities, existing cash, the currently available credit facility and additional borrowings will provide sufficient liquidity to pay all liabilities in the normal course of business, fund capital expenditures and service debt requirements in fiscal 2003.

A summary of the Company's cash requirements related to its outstanding long-term debt, future minimum lease payments and green coffee purchase commitments is as follows:

Fiscal Year

Long-Term Debt

Lease Commitments

Green Coffee Purchase Commitments

Total

2003, remaining

$   1,624,000

$ 1,007,000

$  11,220,000

$ 13,851,000

2004

3,080,000

1,095,000

3,680,000

7,855,000

2005

5,190,000

1,021,000

1,139,000

7,350,000

2006

3,000,000

833,000

3,833,000

2007

3,000,000

626,000

3,626,000

Thereafter

-

2,258,000

2,258,000

Total

$ 15,894,000

$ 6,840,000

$16,039,000

$38,773,000

 

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period (see Note 2 to the Company's Consolidated Financial Statements included in the Annual Report on Form 10-K). Actual results could differ from those estimates.

In December 2001, the Securities and Exchange Commission ("SEC") requested that all registrants list their critical accounting policies in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of their Form 10-K. The SEC defined a critical accounting policy as one which is important to the portrayal of the company's financial condition and results of operations and requires management's subjective or complex judgments. In accordance with this request, we have described our critical accounting policies below.

Provision for Doubtful Accounts:
Periodically, we review the adequacy of our provision for doubtful accounts based on historical bad debt expense results and current economic conditions using factors based on the aging of our accounts receivable. In addition, from time-to-time we estimate specific additional allowances based on indications that a specific customer may be experiencing financial difficulties. Actual bad debt results could differ materially from our estimates.

Deferred Tax Valuation Allowance:
Periodically, we review the adequacy of its deferred tax valuation allowance that is primarily related to a Vermont manufacturer's investment tax credit. This review entails estimating: Green Mountain's future taxable income through fiscal 2004; how much of that taxable income will be allocable to Vermont; and, the levels of disqualifying dispositions of stock options, among other factors. A reduction in the valuation allowance can result in a decrease in our income tax expense. Conversely, an increase in the valuation allowance can lead us to report our income tax at a higher rate. Since future results may differ materially from those estimates, our estimate of the amount of deferred tax assets that will be ultimately realized could differ materially.

Impairment of Long-Lived Assets:
When facts and circumstances indicate that the carrying values of long-lived assets, including fixed assets, investments in other companies and intangibles, may be impaired, an evaluation of recoverability is performed by comparing the carrying value of the assets to projected future cash flows in addition to other quantitative and qualitative analyses. Upon indication that the carrying value of such assets may not be recoverable, we recognize an impairment loss as a charge against current operations. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value, less estimated costs to sell. Judgments we make related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of such assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, and changes in operating performance. As we assess the ongoing expected cash flows and carrying amounts of our long-lived assets, these factors could cause us to realize a material impairment charge.

Factors Affecting Quarterly Performance

Historically, the Company has experienced variations in sales and earnings from quarter to quarter due to the holiday season and a variety of other factors, including, but not limited to, general economic trends, the cost of green coffee, competition, marketing programs, weather and special or unusual events. Because of the seasonality of the Company's business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The table below provides information about Green Mountain's debt obligations that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity dates.

Expected maturity date

2003, remaining

2004

2005

2006

2007

Thereafter

Total

Long-term debt:

             

Variable rate (in thousands)

$1,500

$3,000

$5,190

$1,000

-

-

$10,690

Average interest rate

3.13%

3.13%

3.00%

3.13%

-

-

-

Fixed rate (in thousands)

$124

$80

-

$2,000

$3,000

-

$5,204

Average interest rate

4.98%

4.64%

-

5.25%

5.25%

-

-

 

There have been no material changes in information relating to commodity price risks since the Company's disclosure included in Item 7A of Form 10-K as filed with the Securities and Exchange Commission on December 24, 2002.

At January 18, 2003, the Company had $10,690,000 of debt subject to variable interest rates (the lower of Fleet Bank's prime rate, LIBOR rates for maturities up to one year or Bankers' Acceptance rates). A hypothetical 100 basis point increase in the Bankers' Acceptance, LIBOR and prime rates would result in additional interest expense of $107,000 on an annualized basis.

The Company entered into an interest swap agreement with Fleet Bank ("Fleet") effective January 1, 2003, in order to fix the interest rate on a portion of its term loan. The swap has a notional amount of $5,000,000 and matures on July 1, 2007. The effect of the swap is to convert underlying variable-rate debt based on LIBOR to fixed rate debt with an interest rate of 3.495% plus a margin based on a performance price structure. For the sixteen-week period ended January 18, 2003, the Company paid $5,000 in additional interest expense pursuant to the swap agreement.

The fair market value of the interest rate swap is the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the credit worthiness of the counterparty. At January 18, 2003, the Company estimates it would have paid $122,000 (gross of tax) to terminate the agreement. Green Mountain designates the swap agreement as a cash flow hedge and the fair value of swap is classified in accumulated other comprehensive income.

 

Item 4. Controls and Procedures

Within 90 days of the filing of this report, the Company's Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 and 15d-14. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to make known to them in a timely fashion material information related to the Company required to be filed in this report. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

While we believe the present design of our disclosure controls and procedures is effective to make known to our senior management in a timely fashion all material information concerning our business, we will continue to improve the design and effectiveness of our disclosure controls and procedures to the extent necessary in the future to provide our senior management with timely access to such material information, and to correct any deficiencies that we may discover in the future.

 

 

Part II. Other Information

 

Item 6. Exhibits and Reports on Form 8-K


(a) Exhibits:

3.1 Certificate of Incorporation, as Amended1

3.2 Bylaws2

                    3.3 Certificate of Merger

                    99.1 Certification of Chief Executive Officer

99.2 Certification of Chief Financial Officer

(b) No reports on Form 8-K were filed during the sixteen weeks ended January 18, 2003.

 


1 Incorporated by reference to Exhibit 3.1 in the Quarterly Report on Form 10-Q for the 12 weeks ended April 13, 2002.

2 Incorporated by reference to Exhibit 3.2 in the Quarterly Report on Form 10-Q for the 12 weeks ended April 13, 2002.

 

CERTIFICATIONS

I, Robert P. Stiller, Chief Executive Officer of Green Mountain Coffee Roasters, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Green Mountain Coffee Roasters, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    (a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

    (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

    (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

    (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

    (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 4, 2003                                                                                          /s/ Robert P. Stiller

                                                                                                                          Robert P. Stiller
                                                                                                                          Chief Executive Officer

 

I, William G. Hogan, Chief Financial Officer of Green Mountain Coffee, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Green Mountain Coffee Roasters, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  • (a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

  • (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

  • (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  • 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

  • (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

  • (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

  • 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

    Date: March 4, 2003                                                                                          /s/ William G. Hogan

                                                                                                                                    William G. Hogan
                                                                                                                                     Chief Financial Officer

     

     

    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     

     

    GREEN MOUNTAIN COFFEE ROASTERS, INC.

    Date:

    3/4/2003

     

    By:        /s/ Robert P. Stiller

       

                 Robert P. Stiller,

       

                 President and Chief Executive Officer

         

    Date:

    3/4/2003

     

    By        /s/ William G. Hogan

         

                 William G. Hogan,

         

                 Vice President and Chief Financial Officer