What is the auditor required to evaluate regarding accounting policies used by Brueggers Bagels?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
cted cash, beginning of period | | 75,357 | | 94,524 | | 100,238 | | | Cash, cash equivalents and restricted cash, end of period | $ | 69,161 | $ | 75,357 | $ | 94,524 | | | | | | | | | | |
1. Business and Summary of Significant Accounting Policies
Description of Business
Caribou Coffee Company, Inc. (the Company or CCCI) is the parent company of certain consolidated subsidiaries that comprise its two business units namely, the Coffee business unit and the Bagel Brands business unit. The Coffee business unit (or Caribou), including Caribou Coffee Operating Company (CCOC), Caribou Coffee Development Company, Inc. and Caribou MSP Airport, operate, franchise and license Caribou Coffee branded retail coffeehouses. These subsidiaries sell high-quality premium coffee and espresso-based beverages, foods, and coffee lifestyle items. The Bagel Brands business unit (ENRGI), including Einstein Noah Restaurant Group, Inc. and its subsidiary, Bruegger's Enterprises, Inc. (BEI), operate franchise and license specialty bagel bakeries in the United States under the Einstein Bros. Bagels (Einstein Bros.), Noah's New York Bagels (Noah's), Manhattan Bagel Company (Manhattan Bagel), and Bruegger's Bagels brands. Bagel Brands also sells its high quality bagels through grocery, club and foodservice distribution channels.
The Company is a majority–owned subsidiary of Caribou Coffee Holdings, LLC (a Delaware limited liability company), which is an indirect wholly–owned subsidiary of Panera Brands, Inc. (PBI), a Delaware corporation.
As of December 31, 2024, Caribou operated 335 company-owned retail coffeehouses and franchised/licensed 501 locations across 19 states. Of the 501 franchised/licensed locations, 349 operate internationally, primarily in the Middle East. ENRGI operated 538 company-owned retail bagel bakeries and franchised/licensed 454 locations across 45 states.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries, CCOC and ENRGI. CCOC consolidates Caribou MSP Airport, a partnership in which CCOC owns a 49% interest and operates six coffeehouses at the Minneapolis/St. Paul International Airport. CCOC 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, CCOC consolidates the Caribou MSP Airport, as it is the primary beneficiary in this variable interest entity. All material intercompany balances and transactions have been eliminated in consolidation.
1. Business and Summary of Significant Accounting Policies (continued)
Noncontrolling Interest
Noncontrolling interests subject to put provisions in the Company's consolidated financial statements includes a 0.15% interest in CCCI, a 1.20% interest in CCOC, and a 1.28% interest in ENRGI as of December 31, 2024. The Company consolidates the financial results of CCOC and ENRGI. The noncontrolling owner's share of net assets and results of operations are deducted and reported as a noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations.
Noncontrolling interest in the Company's consolidated financial statements represents the 51% interest in Caribou MSP Airport. Since the Company consolidates the financial statements of Caribou MSP Airport, the noncontrolling owner's share of Caribou MSP Airport's net assets and results of operations are deducted and reported as a noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations.
Fiscal Year End
Beginning with the fiscal year ending December 26, 2023, the Company's fiscal year ends on the last Tuesday in December, consistent with Panera Bread, a reportable segment of Panera Brands, Inc. Prior to that, the Company's fiscal year ended on the Tuesday closest to December 31. The three most recent fiscal years consisting of 53, 52, and 52 weeks, respectively, ended on December 31, 2024, December 26, 2023, and December 27, 2022.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (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.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with a maturity of three months or less when purchased. All credit and debit card transactions that process in less than seven days are classified as cash and cash equivalents. The amounts due from banks for these credit and debit card transactions classified as cash total $3.0 million and $1.9 million as of December 31, 2024 and December 26, 2023, respectively.
1. Business and Summary of Significant Accounting Policies (continued)
Restricted Cash
The Company's restricted cash consists of franchisee paid funds which are earmarked as advertising fund contributions. Restricted cash of $1.0 million and $2.3 million as of December 31, 2024 and December 26, 2023, respectively, is included in cash and cash equivalents on the Company's consolidated balance sheets.
Concentrations of Risk
The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances, and management believes its credit risk to be minimal.
Fair Value Measurements
The fair value measurement accounting standard provides a framework for measuring fair value and defines fair value as the price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The standard establishes a valuation hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on independent market data sources. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available.
The valuation hierarchy is composed of three categories. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The categories within the valuation hierarchy are described as follows:
- 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.
1. Business and Summary of Significant Accounting Policies (continued)
Fair Value of Financial Instruments
The Company's financial instruments typically consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, note receivable, interest rate swap derivatives and debt. The fair values of accounts receivable and accounts payable approximate their carrying values, due to their short-term nature. The fair value of the Company's long-term debt approximates carrying value because the applicable interest rates are variable and reflect current market rates. Refer to Note 6 for more information on the fair value of interest rate swap derivatives.
Trade Accounts Receivable, Net and Other Accounts Receivable
Trade accounts receivable, net consists primarily of amounts due to the Company from related parties such as Peet's and KDP, other commercial customers, its franchisees and licensees for purchases of products from the Company, royalties due to the Company from franchisee and licensee sales, information technology services provided to franchisees, and catering on-account sales.
As of December 31, 2024, other accounts receivable consisted primarily of $1.3 million of sublease income receivable from subtenants and a $0.3 million foreign tax receivable. As of December 26, 2023, other accounts receivable consisted primarily of $1.0 million of sublease income receivable from subtenants and a $0.4 million foreign tax receivable.
Allowance for Credit Loss on Accounts Receivable
Management evaluates the expected credit loss of an asset on an individual basis, except in cases where assets collectively share similar risk characteristics where they are pooled together. The Company maintains an allowance based upon expected credit losses of outstanding accounts receivable. The Company evaluates and estimates this allowance for credit loss by considering reasonable, relevant, and supportable available information using a variety of factors, including historical collection and loss patterns; the current aging of receivables; customer-specific credit risk factors (when warranted); and probable future economic conditions which inform adjustments to historical loss patterns. The provision for expected credit losses is recorded in general and administrative expenses in the accompanying consolidated statements of operations. Accounts receivable deemed to be uncollectible are written off, net of expected or actual recoveries. A summary of the allowance for credit loss on accounts receivable is as follows (in thousands):
| Fiscal Year Ended | Balance | Additions | Deductions | Balance |
|---|---|---|---|---|
| December 31, 2024 | $ 324 | $ 128 | $ (289) | $ 163 |
| December 26, 2023 | $ 324 | $ 268 | $ (268) | $ 324 |
1. Business and Summary of Significant Accounting Policies (continued)
Inventories
Raw materials consist primarily of coffee beans and bagel ingredients. Finished goods include roasted coffee, tea, bagels, packaged foods, and accessory products and supplies. Caribou inventories are stated at the lower of weighted average cost or net realizable value while ENRGI inventories are stated at the lower of first-in, first-out cost or net realizable value.
Property and Equipment
Property and equipment are stated on the basis of cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the assets' estimated useful lives of one to twenty years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the related initial non-cancelable lease term, excluding renewal option terms, which is generally five to ten years, unless it is reasonably assured that the renewal option term is going to be exercised.
Capitalization of Internal Construction Costs
The Company capitalizes direct costs associated with the construction of new coffeehouses and bagel bakeries that would not have been incurred had the site-specific lease not been obtained. The Company capitalized $0.7 million, $0.6 million, and $0.7 million of such costs during the fiscal years ended December 31, 2024, December 26, 2023, and December 27, 2022, respectively. These costs are amortized over the initial lease term of the underlying leases.
Asset Retirement Obligations
The Company has certain asset retirement obligations, primarily associated with leasehold improvements, whereby at the end of a lease, the Company is contractually obligated to remove such leasehold improvements in order to comply with the lease agreement. At the inception of a lease with such conditions, the Company records an asset retirement obligation liability and a corresponding capital asset in an amount equal to the estimated fair value of the obligation. The liability is estimated based on a number of assumptions requiring management's judgment, including store closing costs and discount rates, and is accreted to its projected future value over time. The capitalized asset is depreciated using the estimated useful life for depreciation of leasehold improvement assets. Upon satisfaction of the asset retirement obligation conditions, any difference between the recorded asset retirement obligation liability and the actual retirement costs incurred is recognized as an operating gain or loss in the Company's financial statements in the period incurred. There were no net operating gains recorded for the fiscal years ended December 31, 2024 and December 26, 2023, and December 27, 2022, respectively.
1. Business and Summary of Significant Accounting Policies (continued)
Asset Retirement Obligations (continued)
Total asset retirement obligation expense was less than $0.1 million for each of the fiscal years ended December 31, 2024, December 26, 2023, and December 27 2022, and is included in costs of sales and related occupancy costs and depreciation and amortization. As of December 31, 2024 and December 26, 2023, the Company's net asset retirement obligation asset included in property, plant and equipment, net of accumulated depreciation and amortization was less than $0.1 million for each fiscal year, while the Company's net asset retirement obligation liability was equal to $0.1 million and $0.3 million for the fiscal years ended December 31, 2024 and December 26, 2023.
Operating Leases and Rent Expense
The Company leases all coffeehouse and bagel bakery locations as well as its corporate office spaces under operating leases. The Company also has equipment leases that qualify as operating leases. The Company determines if an arrangement is a lease at inception. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately.
Right of use assets represent the Company's right to use an underlying asset for the lease term and lease obligations represent the Company's obligation to make lease payments arising from the lease. The Company includes short-term leases, or leases with a term of twelve months or less, in its right of use asset and lease liability calculations.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 61)
What This Means (2025 FDD)
Based on the 2025 FDD, the auditor is required to evaluate the accounting policies used by Brueggers Bagels. Specifically, the auditor reviews the company's policies related to revenue recognition, advertising, stored value cards, goodwill, intangible assets, asset retirement obligations, operating leases, preopening and closing expenses, inventories, property and equipment, and capitalization of internal construction costs. These policies dictate how Brueggers Bagels recognizes revenue from various sources, including franchise fees, retail sales, and product and royalty revenue. They also cover how the company accounts for advertising expenses, stored value card liabilities, and potential impairment of goodwill and intangible assets.
For a prospective Brueggers Bagels franchisee, understanding these accounting policies is crucial because they impact the financial statements that reflect the overall health and profitability of the company. For example, the policy on franchise revenue recognition determines when and how Brueggers Bagels recognizes the initial franchise fees and renewal fees, which can affect the reported revenue over the term of the franchise agreement. Similarly, the policies on advertising cooperatives and stored value cards can influence the reported revenue and expenses related to these activities.
The auditor's evaluation ensures that these accounting policies are applied consistently and in accordance with generally accepted accounting principles (GAAP). This provides assurance to potential investors and franchisees that the financial statements are reliable and transparent. The FDD excerpts detail specific accounting treatments, such as recognizing franchise fees over the franchise term, expensing advertising costs as incurred (with exceptions for major campaigns), and recognizing revenue from stored value cards upon redemption.
Furthermore, the auditor's review extends to how Brueggers Bagels accounts for assets and liabilities, including leasehold improvements, asset retirement obligations, and potential legal contingencies. These policies can have a direct impact on the franchisee's financial obligations and the overall cost of operating a franchise. Therefore, a thorough understanding of these accounting policies is essential for making informed decisions about investing in a Brueggers Bagels franchise.