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DNUT Krispy Kreme

Filed: 2 Jul 21, 3:50pm
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Filed pursuant to Rule 424(b)(4)
Registration No. 333-256664

PROSPECTUS

29,411,765 Shares

 

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Krispy Kreme, Inc.

Common Stock

 

 

This is an initial public offering of shares of common stock of Krispy Kreme, Inc. We are offering 29,411,765 shares of our common stock.

We intend to use the net proceeds that we receive from this offering, together with cash on hand and borrowings under our revolving credit facility, to repay certain of our outstanding indebtedness under the Term Loan Facility (as defined herein), to repurchase shares of common stock from certain of our executive officers at the price to be paid by the underwriters (the “share repurchase”), and to make payments in respect of tax withholdings relating to certain restricted stock units that will vest or for which vesting will be accelerated in connection with this offering.

We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to an additional 4,411,764 shares of common stock from us, at the initial public offering price less the underwriting discounts and commissions.

Following this offering, we will have one class of authorized common stock. Holders of our common stock will be entitled to one vote per share on all matters to be voted on by stockholders. Immediately upon the completion of this offering and the share repurchase and prior to the Distribution (as defined herein), investors purchasing common stock in this offering will own approximately 18.0% of our common stock (or approximately 20.1% if the underwriters exercise their option to purchase additional shares of common stock in full), and JAB Holdings B.V. (“JAB”), will beneficially own approximately 76.3% of our common stock through its affiliates (or approximately 74.3% if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering.

JAB has advised the Company that it is obligated to distribute, through its affiliate, approximately 62.7 million shares of the Company’s common stock, representing approximately 38.3% (or approximately, 37.3% if the underwriters excercise their over-allotment option in full) of our common stock following this offering and the use of proceeds therefrom, to its approximately 100 minority partners (the “Distribution”), and that the Distribution will occur immediately following the consummation of this offering and the application of proceeds therefrom. Following the Distribution, JAB will beneficially own approximately 38.0% of our common stock through its affiliates (or approximately 37.0% if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering. The shares of common stock to be distributed in the Distribution will be subject to a lock up agreement in favor of the Underwriters for a period ending 180 days after the date of this prospectus. See “Underwriting (Conflict of Interest).”

We have been approved to list our shares of common stock on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “DNUT”.

 

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page 30 to read about certain factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

   Per
Share
   Total 

Initial public offering price (1)

  $17.00   $500,000,005.00 

Underwriting discounts and commissions (2)

  $0.9775   $28,750,000.29 

Proceeds, before expenses

  $16.0225   $471,250,004.71 

 

(1)

The public offering price for the shares sold to the public was $17.00 per share. The price for the shares being purchased by JAB and Olivier Goudet was $16.0225 per share.

(2)

See “Underwriting (Conflict of Interest)” for a description of the compensation payable to the underwriters. No underwriting discount was paid with respect to the shares being purchased by JAB and Olivier Goudet.

JAB and Olivier Goudet, Chairman of the Company, have agreed to purchase approximately $100 million and $5 million, respectively, in shares of common stock in this offering at a price equal to the price paid by the public, less the underwriting discount. After the completion of this offering Mr. Goudet and JAB will beneficially own approximately 1.16% and 41.6%, respectively (or approximately 1.13% and 40.5%, respectively, if the underwriters exercise their over-allotment option in full) of our common stock following this offering and the use of proceeds therefrom.

The underwriters expect to deliver the shares of common stock against payment on or about July 6, 2021.

Lead Book-Running Managers

 

J.P. Morgan Morgan Stanley
BofA Securities Citigroup

Joint-Book Running Managers

 

Goldman Sachs & Co. LLC Deutsche Bank Securities Evercore ISI     Truist Securities Wells Fargo Securities
BNP PARIBAS HSBC Securities (USA) Inc.

Co-Managers

 

Credit Agricole CIB MUFG Capital One Securities Santander Investment Securities Inc.
C.L. King & Associates Mischler Financial Group, Inc. Ramirez & Co., Inc. Siebert Williams Shank

Prospectus dated June 30, 2021


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DOUGHNUTS HOT KRISPY KREME


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MADE FRESH DAILY —- SINCE 1937


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THE I RR ESISTI BLY Ortgtita/ SWEET TREAT


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c;PECT ALL OPINIONS APPRECIATE OUR DIFFERENCES BEHAVE LIKE A START-UP THI · .< “””’ D ACT LIKE AN OW E . •• IE OUTCOMES DELIVER KUDOS FOR POSITIVE CHANGE CR“r:AT YOUR .. GROW C’”    D.... MASTER YOUR CRAFT DON’T TAKE YOURSELF TOO SERIOUSLY INSPIRE CUSTOMER f/ONDER LO .: . O.JR COMMUN I I RESPECT ALL OPINIONS “PPRECIATE OUR DIFFs;;w LIKE A START-UP THINK ND ACT LIKE ·-”“s;;S DELIVER KUDOS FOR H GROWOUR PEEPS SERIOUSLY E YOUR COMMU TE OUR “NOW INSPIRE MUNITY RESPECT ENCES E OUTC4DMll! CHANGE CREATE YOUR PA YOUR CRAFT DON’T TAKE YOURS f/ONDER LOVE “ t.: PECT ALL OPINIONS fHINK AND ACT LIKE AN OWNER :- . VE LIKE A STJ .. UP PPRECIA—0-. D ... ::RENCES OWN THE OUTCOMES .. LIVER .,. 1 DOS -”)‘l:l POSITIVE CHANGE CREATE YOUR PATH GROW OUR PEEPS MASTER ro· R C . — 0 .AKE YOURSELF TOO SERIOUSLY INSPIRE CUSTOMER WONDER OVE YOUR COMMUNITY RESPECT ALL OPINIONS APPRECIATE’ UR OII=I=ER N    RE AV L K A TART-UP T IN ANO A l


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Our purpose To touch and enhance lives through the joy krispy kreme


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We Inspired to be the most love sweet treat brand in the world


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the Original since 1937 Krispy kreme Doughnuts


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TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

   1 

ABOUT THIS PROSPECTUS

   15 

THE OFFERING

   19 

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

   23 

RISK FACTORS

   30 

REORGANIZATION

   57 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   58 

USE OF PROCEEDS

   60 

DIVIDEND POLICY

   61 

CAPITALIZATION

   62 

DILUTION

   64 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   66 

BUSINESS

   99 

MANAGEMENT

   127 

COMPENSATION DISCUSSION AND ANALYSIS

   134 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   152 

PRINCIPAL STOCKHOLDERS

   155 

DESCRIPTION OF CAPITAL STOCK

   158 

SHARES ELIGIBLE FOR FUTURE SALE

   162 

MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

   164 

UNDERWRITING (CONFLICT OF INTEREST)

   168 

LEGAL MATTERS

   183 

EXPERTS

   183 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

   184 

INDEX TO FINANCIAL STATEMENTS

   F-1 

Through and including July 25, 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We and the underwriters have not authorized anyone to provide you with different or additional information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have authorized for use with respect to this offering. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you or any representation that others may make to you. We and the underwriters are not making an offer of these securities in any state, country or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any free writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations or cash flows may have changed since the date of the applicable document.

 

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” the “Company,” “Krispy Kreme” and similar terms refer to Krispy Kreme, Inc. and its consolidated subsidiaries. See “About this Prospectus – Basis of Presentation” for additional terms and the basis for certain information used herein.

Our Purpose

 

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The Joy of Krispy Kreme

Krispy Kreme is one of the most beloved and well-known sweet treat brands in the world. Over its 83-year history, Krispy Kreme has developed a broad consumer base, selling 1.3 billion doughnuts across 30 countries in fiscal 2020. We are an omni-channel business operating through a network of doughnut shops, partnerships with leading retailers, and a rapidly growing e-Commerce and delivery business. We believe that we have one of the largest and most passionate consumer followings today, exemplified by the over 38 billion total media impressions generated by Krispy Kreme in fiscal 2020. As an affordable indulgence enjoyed across cultures, races, and income levels, we believe that Krispy Kreme has the potential to deliver joyful experiences across the world.

Krispy Kreme doughnuts are world-renowned for their freshness, taste and quality. Our iconic Original Glazed doughnut is universally recognized for its melt-in-your-mouth experience. One differentiating aspect of the Original Glazed® doughnut is its ability to be served hot. In our Hot Light Theater Shops, we produce fresh Original Glazed doughnuts right in front of our guests and turn on our iconic “Hot Now” light to let the world know that our doughnuts are hot and ready. We dedicate ourselves to providing the freshest and most awesome


 

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doughnut experience imaginable, with 73% of our surveyed customers, in a 2021 survey conducted by the Company, reporting that if they could eat only one doughnut brand for the rest of their life, they would choose Krispy Kreme.

 

 

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Sharing and gifting are important and distinct attributes of our success. More than 75% of our doughnuts are sold in sharing quantities of a dozen or half-dozen. While 64% of our doughnut sales in fiscal 2020 were from our Original Glazed doughnut, we also offer a wide range of fresh, high quality doughnuts and sweet treats that are unique to Krispy Kreme. We believe we have a strong track record of innovation across varieties, shapes and flavors.

We believe our consumers’ passion for the Krispy Kreme experience combined with our expertise in innovation provide us with unique opportunities to efficiently create major media-driven events. For example, our recent promotion gifting doughnuts to individuals who received a COVID-19 vaccination resulted in over seven billion earned media impressions. We also believe Krispy Kreme plays a significant role in moments of joy beyond simple individual food indulgence, including school and sports events, community celebrations, holidays, weddings, birthdays and many other occasions.

We are an omni-channel business, creating doughnut experiences via (1) our Hot Light Theater and Fresh Shops, (2) delivered fresh daily through high-traffic grocery and convenience stores (“DFD”), (3) e-Commerce and delivery and (4) our new line of packaged sweet treats offered through grocery, mass merchandise and convenience retail locations (our “Branded Sweet Treat Line”). We have an efficient Hub & Spoke model, which leverages a balance of our Hot Light Theater Shops with their famous glaze waterfalls, smaller Fresh Shops and branded cabinets within high traffic grocery and convenience locations. Our e-Commerce platform and delivery capability are significant enablers of our omni-channel growth. We also recently launched our Branded Sweet Treat Line, a new line of Krispy Kreme-branded packaged sweet treats intended to extend our consumer reach with shelf-stable, high quality products available through grocery, mass merchandise, and convenience locations.

In addition to creating awesome doughnut experiences, we create “cookie magic” through our Insomnia Cookies business (“Insomnia”), which specializes in warm, delicious cookies delivered right to the doors of its loyal customers (“Insomniacs”), along with an innovative portfolio of cookie cakes, ice cream, cookie-wiches and brownies. Since its founding in a college dorm room in 2003, Insomnia has built a dedicated following across its core demographic of young consumers. Insomnia is a digital-first concept with 54% of its sales driven through e-Commerce and 50% of sales delivered off-premise in fiscal 2020. By leveraging the power of each


 

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platform, both Insomnia and Krispy Kreme enjoy significant benefits from their partnership. Insomnia’s strong existing digital and delivery capabilities help Krispy Kreme accelerate its e-Commerce business. Insomnia benefits from Krispy Kreme’s experience in scaling and navigating omni-channel expansion. Targeting affordable, high quality emotional indulgence experiences is at the heart of both brands.

In recent years, we substantially invested in our business to accelerate performance and position us for long-term, sustained growth. We have invested in our omni-channel model, brand positioning, product quality and innovation capabilities. Our legacy wholesale business has evolved by transforming our DFD business channels and introducing our new Branded Sweet Treat Line. Our DFD business is enabled by our Hot Light Theater Shops and Doughnut Factories to ensure consistent and fresh quality across all channels where consumers experience our products. We have increased control of our network by acquiring and integrating certain of our franchised locations in the United States and acquiring the existing businesses in the United Kingdom, Australia, Mexico and Japan. These investments have allowed us to accelerate the implementation of our strategic vision, while ensuring a consistent and engaging experience for our customers. We are present in 30 countries representing a wide diversity of markets and cultures, with over one-third of Krispy Kreme’s global sales generated outside of the United States and Canada, and our aided awareness in tracked markets is 94%.

Our purpose of touching and enhancing lives is reflective of how we operate on a daily basis and the love we have for our people, our communities and planet. The love for our people is present in our safe, inclusive and diverse workplace and the opportunities for growth we provide to all of our employees, whom we call “Krispy Kremers.” These values are reinforced through our initiatives and programs, for example our Diversity and Inclusion Council, Employee Resource Groups, and unconscious bias training. We care for our communities by ensuring the highest quality products as well as through our philanthropic initiatives and Acts of Joy. We show our love of the planet through the use of sustainable practices that limit our use of resources and have a positive impact on our planet. This includes our commitment to responsible sourcing, waste and food waste reduction, more sustainable packaging, as well as several green energy initiatives currently underway. Going forward, we are committed to actively pursuing new opportunities to make a positive impact on our people, our communities and planet as well as regularly reporting on our progress, leveraging globally accepted ESG reporting frameworks.

Our strategy is built on our belief that almost all consumers desire an occasional indulgence, and that when they indulge, they want a high quality, emotionally differentiated experience. We believe this desire, especially one which is affordable to consumers, exists during good times and bad. For example, despite the challenges faced by businesses all over the world during the COVID-19 pandemic, Krispy Kreme continued to grow, reaching the highest level of sales in our brand’s history with net revenue of $1.1 billion in fiscal 2020. This speaks to the appeal and resiliency of our brand and market.


 

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The strength of our brand, strategy and people is demonstrated by our strong financial performance:

 

  

For fiscal 2020, we generated $1,122.0 million of net revenue, $145.4 million of Adjusted EBITDA, $42.3 million of Adjusted Net Income and $60.9 million of net loss

 

  

From fiscal 2016 to fiscal 2020, our net revenue CAGR was 19.1%

 

  

From fiscal 2016 to fiscal 2020, our global points of access increased from 5,720 to 8,275

 

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(1)

As described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, we adopted the new revenue recognition standard during the annual period beginning on January 1, 2018. Prior to that time, advertising contributions and related expenditures were not included in the consolidated statements of operations. Net revenue for fiscal 2020, 2019 and 2018 is inclusive of advertising contributions totaling $8.1 million, $9.3 million and $7.8 million, respectively, in accordance with our adoption of the new revenue recognition standard. The inclusion of these impacts was responsible for 0.2 percentage points of the CAGR from fiscal 2016 to fiscal 2020. Other impacts to net revenue as a result of adopting the new revenue recognition standard are deemed immaterial.

(2)

The JAB Acquisition (as defined below) was completed on July 27, 2016. Fiscal 2016 net revenue, as presented above, includes the predecessor period net revenue of $310 million for the period from December 28, 2015 to July 27, 2016 and the successor period net revenue of $247 million for the period from July 28, 2016 to January 1, 2017.

(3)

Global points of access reflects all locations at which fresh doughnuts and cookies can be purchased. We define global points of access to include all Hot Light Theater Shops, Fresh Shops, DFD doors and cookie shops, at both company-owned and franchise locations (does not include new Branded Sweet Treat Line distribution points or legacy wholesale business doors).

For a description of organic revenue growth, Adjusted EBITDA and Adjusted Net Income, see “About this Prospectus – Non-GAAP Financial Measures” and for more information on global points of access, see “About this Prospectus – Key Performance Indicators.”

Our Global Opportunity

We operate in the large, stable and steadily growing approximately $650 billion global indulgence market*, and believe we are well-positioned to gain share in this attractive market. While Krispy Kreme has developed 94% aided awareness in our tracked markets, only a small fraction of the world’s population has the geographic proximity to be Krispy Kreme customers today. In addition, we believe market conditions will remain highly favorable as global consumers’ longstanding demand for quality indulgence continues to grow. Data indicates that nearly all consumers (97%) enjoy indulgences at least occasionally and we believe Krispy Kreme is poised


 

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to meet this growing consumer demand and seize the opportunity to be part of a growing number of shared indulgence occasions.

Indulgence foods have proven to be recession-resistant historically, as exhibited by 4.0% category growth through the global financial crisis (CAGR 2007-2009) and 4.3% during the current COVID-19 pandemic (year-over-year 2019-2020). We believe people love an occasional indulgence, no matter the environment. With favorable secular trends around indulgence and our positioning as a shared occasion treat, we aim to continue to strengthen our position as a leader in the category and capture outsized share of this attractive market opportunity.

The Ingredients of Our Success

We believe the following competitive differentiators position us to generate significant growth as we continue towards our goal of becoming the most loved sweet treat brand in the world.

Beloved Global Brand with Ubiquitous Appeal

We believe that Krispy Kreme is an iconic, globally recognized brand with rich history that is epitomized by our fresh Original Glazed doughnut. We are one of the most loved sweet treat retailers in the United States and many markets around the world. We have an extremely loyal, energetic, and emotionally connected consumer base and leading engagement rates that are 19% greater than those of the closest peer in the global indulgence market. We believe that our brand love and ubiquitous appeal, as demonstrated by our strong Net Promotor Score in the United States, differentiate us from the competition. We continuously seek to understand what consumers are celebrating or experiencing in their lives and actively engage our passionate followers to activate this emotional connection through memorable, sharable moments – our “Acts of Joy” – which we believe further fuel our brand love. In fiscal 2020 alone, Krispy Kreme generated over 38 billion total media impressions, up from less than two billion media impressions in 2016.

Creating Awesome Experiences

We provide authentic indulgent experiences, delivering joy through high quality doughnuts made from our own proprietary formulations. Our strict quality standards and uniform production systems ensure the customer’s interaction with Krispy Kreme is consistent with our brand promise, no matter where in the world they experience it. We aim to create product experiences that align with seasonal and trending consumer interests and make positive connections through simple, frequent, brand-focused offerings that encourage shared experiences.

Our experiences start with our Hot Light Theater Shops which create an immersive and interactive environment to showcase our brand. When our “Hot Now” light is on, our manufacturing process is on full display to our customers, including our iconic glaze waterfall and fresh hot-off-the-line doughnuts. Sharing this manufacturing process with consumers speaks to the authenticity and wholesomeness of our brand and highlights the fresh and high-quality nature of our products. We believe the sights, smells, sounds and taste of the experience cannot be replicated at scale and result in a virtuous cycle of one generation introducing the next to our one-of-a-kind brand.

We utilize seasonal innovations, alongside the expansion of our core product offering, to inspire customer wonder and keep our consumers engaged with the brand and our products. Our sweet treat assortment begins with our iconic Original Glazed doughnut inspired by our founder’s classic yeast-based recipe that serves as the canvas for our product innovation and ideation. Using the Original Glazed doughnut as our foundation, we have expanded our offerings to feature everyday classic items such as our flavor glazes and “minis,” which lend themselves well to gifting occasions such as birthdays and school activities. Our “Original Filled” rings offer the benefits of a filled shell doughnut without the mess. Our seasonal items create unique assortments centered on


 

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holidays and events, with St. Patrick’s Day, July Fourth, Halloween, Christmas and Easter, all examples of holidays for which we routinely innovate. We also maintain brand relevance by participating in significant cultural moments. We have made heart-shaped conversation doughnuts with edible phrases for Valentine’s Day and offered free Original Glazed doughnuts and election stickers to anyone who voted in the 2020 U.S. presidential election. We launched filled rings tied to the 50th anniversary of the Apollo moon landing in 2019 and in 2021 we celebrated the safe landing of NASA’s Perseverance on Mars with a special Mars-themed doughnut. We strategically launch offerings tied to these historic moments to gain mind share, grow brand love and help drive sales.

 

 

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Creating an Emotional Connection with Our Local Communities

Acts of Joy

We believe the experiences Krispy Kreme creates drive an emotional connection with our consumers and in our local communities, resulting in a positive brand halo around Krispy Kreme. We believe a truly loved brand must maintain cultural relevance by demonstrating an understanding of what consumers are celebrating or experiencing in their lives. We engage our passionate followers and activate this emotional connection through strategic initiatives, such as charitable giving and events. We call these memorable, sharable moments “Acts of Joy” which we believe further fuels our brand love. Recent Acts of Joy include:

 

  

“Healthcare Mondays” – across eight Mondays in fiscal 2020, we gave unlimited doughnuts to any health care worker who asked, with no purchase requirement, simply to thank them for their important work through the COVID-19 pandemic. This drove over 4.2 billion earned media impressions and over 1,800 media placements.

 

  

“Be Sweet Saturdays” – for every Saturday in April and May of fiscal 2020, we gave consumers a free, separately sealed and bagged, Original Glazed dozen to share with friends or neighbors they could not see due to pandemic restrictions. This drove significant media coverage and contributed to positive sales throughout respective April and May weekends.

 

  

“Senior Week” – we gave a free “Graduate Dozen” to all graduating high school and college seniors who were denied their moment of walking across the stage to accept a diploma in 2020. This became an event unto itself with four-hour lines in certain locations, generating over 2 billion earned media impressions and over 2,400 media placements.


 

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“COVID-19 Vaccine Offer” – in March 2021, we offered a free doughnut to anyone who received a COVID-19 vaccination. This promotion was incredibly well received and surpassed 7.6 billion earned media impressions and over 5,300 media placements in the first ten days of the initiative alone.

Raise Dough for Your Cause

In addition to these initiatives, we also help community organizations raise money for their respective worthwhile causes through our “Raise Dough for Your Cause” platform by offering favorable doughnut pricing for local fundraising events. Leveraging our iconic Original Glazed doughnut dozens, these events often serve as an introduction to the brand and help bring new consumers into the Krispy Kreme experience.

 

 

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Leveraging our Omni-Channel Model to Expand Our Reach

We believe our omni-channel model, enabled by our Hub & Spoke approach, allows us to maximize our market opportunity while ensuring control and quality across our suite of products. We apply a tailored approach across a variety of distinct shop formats to grow in discrete, highly attractive and diverse markets, and maintain brand integrity and scarcity value while capitalizing on significant untapped consumer demand. Many of our shops offer drive-thrus, which also expand their off-premises reach. Our Hot Light Theater Shops’ production capacity allow us to leverage our investment by efficiently expanding to our consumers wherever they may be — whether in a local Fresh Shop, in a grocery or convenience store, on their commute home or directly to their doorstep via home delivery.

Hub & Spoke

 

  

Hot Light Theater Shops and other Hubs – Immersive and interactive experiential shops which provide unique and differentiated customer experiences while serving as local production facilities for our network. These locations serve as Hubs to enable our Hub & Spoke model and expand our brand’s reach. Each features our famous glaze waterfalls and “Hot Now” light that communicate the joy and emotion at the core of our brand. Hot Light Theater Shops are typically destination locations, with 87% of U.S. locations featuring drive-thru capability. Our flexible drive-thru model offers a convenient off-premise experience which accounted for 46% and 64% of U.S. doughnut shop sales in fiscal 2019 and 2020, respectively. We also have smaller Mini-Hot Light Theater Shops that serve hot doughnut


 

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experiences to high foot fall, urban locations. In higher density urban environments, we also utilize non-consumer facing doughnut production Hubs (“Doughnut Factories”) to provide fresh doughnuts to Spoke locations, which include Fresh Shops and DFD doors.

 

  

Fresh Shops – Smaller doughnut shops and kiosks, without manufacturing capabilities, selling fresh doughnuts delivered daily from Hub locations. Fresh Shops expand our consumer-serving capacity, while maintaining quality and scarcity value.

 

  

Delivered Fresh Daily – Krispy Kreme branded doughnut cabinets within high traffic grocery and convenience locations, selling fresh doughnuts delivered daily from Hub locations. Through our DFD partnerships, we are able to significantly expand our points of access so that more consumers can experience Krispy Kreme doughnuts. These additional Spoke locations further leverage our manufacturing Hub locations, creating greater system efficiency. Consistent with our commitment to product quality, our current DFD business has been transformed materially from our legacy wholesale model. In 2018, we began strategically exiting unprofitable, low-volume doors and pivoting towards delivered-fresh-daily products offered in branded in-store cabinets. This evolution, which had a negative short-term financial impact, was largely completed in 2020 and we believe positions us for strong and sustainable growth in DFD.

 

  

e-Commerce and Delivery – Fresh doughnuts for pickup or delivery, ordered via our branded e-Commerce platforms or through third-party digital channels. In the United States and Canada our branded e-Commerce platform enables attractive opportunities like gifting and office catering, further fueling our momentum across key geographies. For fiscal 2020, 18% of our U.S. sales, inclusive of Insomnia and exclusive of our Branded Sweet Treat Line and DFD, were digital and we aim to grow this significantly in the next few years, both domestically and internationally. The acquisition of Insomnia allowed us to further develop our e-Commerce business by leveraging Insomnia’s expertise and capabilities to accelerate Krispy Kreme’s digital opportunity.

 

 

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Branded Sweet Treat Line

Our Krispy Kreme branded packaged sweet treat line offers a delicious, quality experience free of artificial flavors. This new line of products is distributed in the United States through major grocery, mass merchandise, and convenience locations, allowing us to capture the sweet snacking occasion for our customers seeking more convenience.


 

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Our Fast-Growing, Digital-First Cookie Concept

Our addition of Insomnia has expanded our sweet treat platform to include a complementary brand rooted in the belief that indulgent experiences are better enjoyed together. Insomnia delivers warm, delicious cookies right to the doors of individuals and companies alike. Insomnia is a digital-first brand with 54% of its sales coming from e-Commerce channels in fiscal 2020. We own the night through incredibly craveable offerings of cookies (over 65 million sold in 2020), brownies, cookie cakes, ice cream, cookie-wiches and cold milk. In addition to satisfying late night cravings, Insomnia delivers the cookie magic across a broad set of daytime occasions, including retail, gifting and catering. Through its 191 locations as of April 4, 2021, Insomnia is able to deliver locally within 30 minutes while also expanding its nationwide delivery capabilities that allows it to deliver next-day to more than 95% of addresses in the United States. We continue to leverage these digital and internal delivery capabilities while expanding Insomnia’s omni-channel presence, combining both of our strengths to improve our overall platform.

Proven Team Creating and Leading Distinct Entrepreneurial and Collaborative Culture

Led by a team of highly experienced, passionate and committed executives, we maintain an entrepreneurial culture, which we call our “Leadership Mix.” Our “Krispy Kremers” bring our culture to life every day. Our values are underpinned by a timeless aspiration to touch and enhance lives – delivering joy to our customers is fundamental to everything we do at Krispy Kreme. Giving back to our communities through fundraising and philanthropic work is at our core and ingrained in our culture and hiring.

Our talent and culture serve as our foundation for achieving our growth strategies. We believe we have instilled our purpose and Leadership Mix across our system, globally. Utilizing global key performance objectives, we inspire our Krispy Kremers to continually improve and never settle. We believe that our culture plays a key role in our position as one of the most loved sweet treat brands in the world.

Our Growth Strategies

We have made investments in our brand, our people and our infrastructure and believe we are well positioned to drive sustained growth as we execute on our strategy. Across our global organization, we have built a team of talented and highly engaged Krispy Kremers and Insomniac team members. Over the past several years we have taken increased control of the U.S. market to enable execution of our omni-channel strategy, including accelerating growth across our doughnut shops, DFD, e-Commerce and Branded Sweet Treat Line. Globally, we have developed an operating model that sets the foundation for continued expansion in both existing and new geographies. As a result, we believe we are in a position to combine a globally recognized and loyalty-inspiring brand with a leading management team and we aim to unlock increased growth in sales and profitability through the following strategies:

 

  

Increase trial and frequency;

 

  

Expand our omni-channel network in new and existing markets;

 

  

Continue to grow Insomnia Cookies; and

 

  

Drive additional efficiency benefits from our omni-channel execution.

Increase trial and frequency

Almost all consumers desire an occasional indulgence, and when they indulge, they want a high quality, emotionally differentiated experience. We believe we have significant runway to be part of a greater number of shared indulgence occasions. On average, consumers visit Krispy Kreme less than three times per year, creating a significant frequency opportunity. The success of recently launched products including filled rings and minis,


 

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seasonal favorites and flavored glazes affirms our belief that our innovations create greater opportunities for consumers to engage with our brand. We intend to strengthen our product portfolio by centering further innovation around seasonal, and societal events, and through the development of new innovation platforms to drive sustained baseline growth. Our strategy of linking product launches with relevant events has allowed us to effectively increase consumption occasions while meaningfully engaging with our communities and consumers.

Our marketing and innovation efforts have expanded the number of incremental consumer use cases for Krispy Kreme doughnuts. For example, our gifting value proposition makes doughnuts an ideal way to celebrate everyday occasions like birthdays and holidays, through gifting sleeves and personalized gift messaging. The Branded Sweet Treat Line creates a new opportunity in snacking or everyday “lunchbox” occasions. Our gifting value proposition and Branded Sweet Treat Line’s products, which each fulfill distinct consumption occasions, will continue to make our brand and products more accessible and allow us to participate with greater frequency in small and large indulgent occasions, from impromptu daily gatherings with family and friends to holidays and weddings, and everything in between.

Expand our omni-channel network in new and existing markets

We believe there are opportunities to continue to grow in new and existing markets in which we currently operate by further capitalizing on our strong brand awareness as we deploy our Hub & Spoke model. We apply a deliberate approach to growing these discrete, highly attractive markets and maintain our brand integrity and scarcity value while unlocking significant consumer demand.

We believe our omni-channel strategy, empowered by our Hub & Spoke model, will allow us to effectively seize expansion opportunities both domestically and internationally. Despite our high brand awareness, we have a limited presence in certain key U.S. markets, such as New York and Chicago and have yet to build a significant presence in key U.S. cities, including Boston and Minneapolis. We believe this provides us ample opportunity to grow within markets in which we are already present. We have also identified similar key international whitespace market opportunities such as China, Brazil, and parts of Western Europe. Our successful track record of entering new diverse markets including the Philippines, South Africa, Guatemala and Saudi Arabia demonstrates our ability to effectively penetrate a broad range of market types. New markets will either consist of company-owned shops or entered via franchise operations, to be determined on a case-by-case basis.

Our dynamic omni-channel strategy allows us to efficiently tailor our model and add e-Commerce, Spokes and Branded Sweet Treat Line channels to most effectively pursue each market opportunity, leveraging our existing footprint and technology and innovation capabilities.

Hot Light Theater Shops: We intend to efficiently and selectively grow our physical presence in existing and underserved markets, including our international markets. Our strategy to deploy our Hub & Spoke model includes strategically opening new Hot Light Theater Shops to ensure we are creating scarcity value of our experiential format while providing sufficient market capacity to fuel growth across our other formats. We continue to transform and reimagine key locations into Hot Light Theater Shops to strengthen our experiential offering and inspire interactive brand occasions for more consumers.

Fresh Shops and DFD: Maximizing potential distribution is a key growth driver for Krispy Kreme and we intend to supplement market penetration by adding Fresh Shops and DFD locations to further expand our brand reach and ensure our products are available wherever our consumers choose to shop. Our current DFD business has been transformed from our legacy wholesale model and we believe positions us for strong and sustainable growth in DFD. Expanding through our Spoke locations allows us to leverage existing capacity in our Hub locations to drive capital efficient growth. Today, our DFD presence reaches over 4,700 doors across the United States and Canada, and 2,100 doors internationally. New listings in key markets have seen marked success, which we intend to emulate globally by leveraging our brand equity and consumer pull to continue penetrating new doors through Fresh Shops and DFD.


 

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e-Commerce and delivery: e-Commerce is a key driver of our growth, driven both by increased consumer convenience and the expansion of digitally enabled value propositions. Our branded e-Commerce network enables us to build a direct relationship with our consumers and creates a fully integrated and highly convenient experience, whether through “click and collect” or home delivery. As consumer expectations around convenience increase, we have been able to meet our consumers’ needs with a highly personal digital platform. e-Commerce also enables and supports a broad range of occasions, including home delivery, gifting, in-office catering and business solutions, and further activation of our fundraising program. We will continue to expand through third-party delivery aggregators as an additional way to drive penetration with new consumers. Growth of e-Commerce and the delivery channel leverages our existing doughnut shop network, helping achieve operating efficiencies. With the expansion of this channel, we believe we can leverage valuable consumer data to acquire new consumers and extract higher consumer lifetime value by creating relationships with them outside of our shops.

Branded Sweet Treat Line: The third-party retail channel is important to the doughnut and sweet treats categories, and we intend to continue to drive growth across this channel by expanding our partnerships with global and regional retail customers and introducing new Branded Sweet Treat Line’s products to further expand our offering. We believe that our new line of nine different packaged, shelf-stable products, including a variety of Doughnut Bites and Mini Crullers, are superior to alternative offerings, and combined with our strategic advantage in the market as one of the most loved sweet treats brand, present an opportunity to sell into new retailers and accelerate our packaged, shelf-stable products sell-through velocity once they reach shelves. To support the growth of our Branded Sweet Treat Line, we have invested in additional third-party manufacturing facilities where we produce cake doughnuts under the guidance of Krispy Kreme employees to ensure product quality and freshness consistent with our brand promise and experience.

While the initial launch of our Branded Sweet Treat Line is focused on the U.S. market, we believe an opportunity exists to deploy our Branded Sweet Treat Line internationally in the future.

 

 

LOGO

Continue to Grow Insomnia Cookies

We intend to continue to build the presence of Insomnia’s platform in existing and new markets. We intend to leverage Insomnia’s dedicated following and expand its platform with younger consumers, growing its community of “Insomniacs” who love its crave-worthy products. With a “imagine what’s possible” mindset at the core of this brand, Insomnia plans to continue to expand its brand reach beyond college markets into additional major metropolitan communities, leveraging internal delivery capabilities to continue to build out its omni-channel network. Furthermore, with 54% of Insomnia’s sales coming from e-Commerce, we will continue to invest in expanding its digital audience and brand reach through extended delivery and nationwide shipping opportunities. We believe Insomnia’s delivery and digital capabilities keep it agile and continue to enable sales acceleration in the United States – as evidenced by the addition of 17 new stores in fiscal 2020 and another 30 commencing construction in 2021 despite the impact of the COVID-19 pandemic and associated restrictions. In


 

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fiscal 2020, Insomnia also demonstrated its highly effective innovation capabilities to drive deeper engagement through consumer-centric products like vegan cookies, mini cookies, deluxe cookies, cookie butter, lil’ and big dippers and three layer cookie cakes.

Drive Additional Efficiency Benefits from Our Omni-Channel Execution

We are making focused investments in our omni-channel strategy to expand our presence efficiently while driving top-line growth and margin expansion. The Hub & Spoke model enables an integrated approach to operations, which is designed to bring efficiencies in production, distribution and supervisory management while ensuring product freshness and quality are consistent with our brand promise no matter where customers experience our doughnuts. To support the Hub & Spoke model in the United States, we are implementing new labor management systems and processes in our shops and new delivery route optimization technology to support our DFD logistics chain. In addition, we are launching a new demand planning system that is intended to improve service and to deliver both waste and labor efficiencies across all of our business channels, including production of our Branded Sweet Treat Line. We are also investing in our manufacturing capabilities to support growth of our Branded Sweet Treat Line by implementing new packing automation technology, which is intended to significantly increase productivity through labor savings and increased capacity. By streamlining these operations across our platform, we believe we can continue to deliver on our brand promise and provide joy to our consumers while continuing to drive efficiencies across our platform.

Risk Factor Summary

Risks Related to Our Business and Industry

 

  

Pandemics, including the global COVID-19 outbreak, have disrupted and may continue to disrupt, our business.

 

  

Changes in consumer preferences and demographic trends could negatively impact our business.

 

  

Adverse weather conditions, including as a result of climate change, could adversely affect our business.

 

  

Litigation, regulation and publicity concerning food quality, safety, health and other issues, may materially impact consumer demand.

 

  

We will face risks as we complete our legacy wholesale business transformation, as a result of the introduction of our new Branded Sweet Treat Line and evolution of DFD.

 

  

We are exposed to risks related to any future acquisitions.

 

  

Our success depends on our ability to compete with many food service businesses.

 

  

We may be unable to successfully grow nationally and internationally.

 

  

We are subject to risks related to our reliance on key customers in our Branded Sweet Treat Line and DFD business channels.

 

  

We face risks to our supply of product ingredients and doughnut-making equipment, including risks to our supply chain as a result of climate change.

 

  

Our profitability is sensitive to changes in the cost of raw materials.

 

  

Our information technology may suffer material failures, inadequacies, interruptions and limited availability, which may materially harm our results of operation and business strategy.

 

  

If we or our franchisees are unable to protect our customers’ protected or personally identifiable information, we or our franchisees could be exposed to data loss, litigation and other liability.


 

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We or our franchisees may experience data breaches, unauthorized access to customer data or other disruptions in connection with our day-to-day operations.

 

  

Political, economic, currency and other risks associated with our international operations could adversely affect our and our international franchisees’ operating results.

 

  

We are exposed to risks related to our reliance on our franchisees.

 

  

We are subject to franchise laws and regulations that govern our status as a franchisor and regulate some aspects of our franchise relationships.

 

  

Recent healthcare legislation and other potential employment legislation could adversely affect our business.

Risks Related to Our Organizational Structure

 

  

A significant amount of our voting power will be concentrated in a single stockholder following this offering and the Distribution.

 

  

You may not be afforded the same level of information as other investors.

 

  

High concentration in our common stock’s ownership may prevent you from influencing significant corporate decisions and may result in conflicts of interest.

 

  

Certain provisions of Delaware Law, our amended and restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock.

Risks Related to Our Intellectual Property

 

  

Our failure or inability to obtain, maintain, protect and enforce our intellectual property could adversely affect our business, including the value of our brands.

 

  

We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.

 

  

Loss of our trade secret recipes could adversely affect our sales.

 

  

Our reliance on third parties, including our franchisees, may negatively impact our ability to protect our intellectual property.

Risks Related to this Offering

 

  

An active trading market for our common stock may never develop or be sustained.

 

  

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

 

  

Future offerings of debt or equity securities by us may materially adversely affect the market price of our common stock.

 

  

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets or the issuance of additional common stock.

 

  

Investors in this offering will suffer immediate and substantial dilution.

 

  

We will have broad discretion in the use of a significant part of the net proceeds from this offering and may not use them effectively.

 

  

We may be unable to pay dividends on our common stock.


 

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General Risks

 

  

If tax laws change or we experience adverse outcomes resulting from examination of our income tax returns, it could adversely affect our results of operations.

 

  

We may be affected by a lack of analyst reports or the publication of negative analyst reports.

 

  

The Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters.

 

  

We will incur increased costs as a result of operating as a public company due to regulatory compliance.


 

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ABOUT THIS PROSPECTUS

Basis of Presentation

We report on the basis of a 52- or 53-week fiscal year, ending on the Sunday closest to December 31. Accordingly, references herein to “fiscal 2018” relate to the 52 weeks ended December 30, 2018, “fiscal 2019” relate to the 52 weeks ended December 29, 2019 and “fiscal 2020” relate to the 53 weeks ended January 3, 2021. Our fiscal quarters end on the Sunday closest to March 31, June 30 and September 30, respectively. Accordingly, reference herein to, for example, the first fiscal quarters of 2021 and 2020 relate to the 13 weeks ended April 4, 2021 and March 29, 2020 respectively. Certain amounts, percentages and other figures presented in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them. As used herein, references to “domestic” data are inclusive of our U.S. and Canadian operations within our U.S. and Canada business segment. We completed our acquisition of a 74.7% controlling interest in Insomnia in September 2018, and as such Insomnia is reflected in our consolidated results only for such periods following its acquisition.

Market and Industry Data

Within this prospectus, we reference certain market and industry data, including information and statistics regarding the Packaged Food industry. We have obtained this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources, such as Euromonitor International Limited. Some data and other information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of internal surveys and independent sources. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within this industry. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source.

Certain information included in this prospectus concerning brand favorability is based on our Krispy Kreme 2020 U.S. Brand Survey, a company-designed survey with an average of approximatley 3,086 survey respondents. The survey responses were used to measure brand love amongst U.S. sweet treat consumers and to explore how we benchmark against our competition. We designed the Krispy Kreme 2020 U.S. Brand Survey in accordance with what we believe are best practices for conducting a survey. Nevertheless, while we believe this survey is reliable, it involves a number of assumptions and limitations, and no independent sources have verified such survey.

Assumptions and estimates of our and our industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Special Note Regarding Forward-Looking Statemens” and “Risk Factors” in this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither we nor the underwriters can guarantee the accuracy or completeness of any such information contained in this prospectus.

Trademarks, Service Marks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. We use our Krispy Kreme®, Original Glazed®, Doughnut Theater®, Hot Krispy Kreme Original Glazed Now® registered trademarks and related design marks in this prospectus. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks or trade names in this


 

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prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.

Key Performance Indicators

Throughout this prospectus, we utilize “global points of access” and “Hubs” as key performance indicators. Global points of access reflects all locations at which fresh doughnuts and cookies can be purchased. We define global points of access to include all Hot Light Theater Shops, Fresh Shops, DFD doors and cookie shops, at both company-owned and franchise locations as of the end of the respective reporting period. Global points of access excludes Branded Sweet Treat Line distribution points and legacy wholesale business doors. We monitor global points of access as a metric that informs the growth of our retail presence over time and believe this metric is useful to investors to understand our footprint in each of our segments and by shop type.

Hubs reflect locations where we have substantial doughnut production capacity. We define Hubs to include all Hot Light Theater Shops and Doughnut Factories, at both company-owned and franchise locations as of the end of the respective reporting period. In addition, we track Hubs with “Spokes” and Hubs without “Spokes.” We define Spokes, including Fresh Shops and DFD doors, as locations without their own doughnut production capabilities that are provided products by Hub locations. Hubs that service Spokes are considered to be “Hubs with Spokes and Hubs” that have yet to service Spokes are considered to be “Hubs without Spokes.” Hub counts do not include Mini-Hot Light Theater Shops. We monitor Hubs as an indicator of our production capacity to support incremental global points of access across our segments.

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”); however, management evaluates our results of operations using, among other measures, organic revenue growth, adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Adjusted Net Income, Fresh Revenue from Hubs with Spokes and Fresh Revenue per Average Hub with Spokes. Organic revenue growth, Adjusted EBITDA, Adjusted Net Income, Fresh Revenue from Hubs with Spokes and Fresh Revenue per Average Hub with Spokes are non-GAAP financial measures.

We present organic revenue growth, Adjusted EBITDA, Adjusted Net Income, Fresh Revenue from Hubs with Spokes and Fresh Revenue per Average Hub with Spokes because our management uses these measures to analyze our performance on a comparative basis, as well as to assess the underlying trends of our performance on a comparative basis, and believe it useful to investors for the same reason. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, such as net income.

These non-GAAP financial measures are not universally consistent calculations, limiting their usefulness as comparative measures. Other companies may calculate similarly titled financial measures differently than we do or may not calculate them at all. Additionally, these non-GAAP financial measures are not measurements of financial performance under GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine our non-GAAP financial measures in conjunction with our historical consolidated financial statements and notes thereto included elsewhere in this prospectus.


 

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Organic revenue growth

Organic revenue growth measures our revenue growth trends excluding the impact of acquisitions and reflects our efforts to expand our global footprint through selective capital expenditures rather than acquisitions of pre-existing companies.

We define “organic revenue growth” as the estimated growth in revenue from company-owned businesses, shops and other operations that were either (i) opened or launched by us (including any business, shop or product developed or launched by us) or (ii) owned by us for at least twelve months following their acquisition, calculated on a constant currency basis. With respect to acquisitions (but not new launches), our calculation of organic revenue growth includes only revenue for the portion of the earlier comparative period during which the acquired business, shop or other operation was owned by us and a proportional part of the subsequent comparative period. For example, in calculating our fiscal 2020 organic growth attributable to a business acquired by us on the last day of the third quarter of fiscal 2019, we measure revenue from the acquired business for the fourth quarter of fiscal 2020 against the fourth quarter of fiscal 2019, while the calculation of our organic growth for fiscal 2021 would include 100% of revenue from the acquired shop for both fiscal 2021 and 2020. We calculate organic revenue growth on a constant currency basis by applying the relevant average exchange rates used in the preparation of our consolidated financial statements for the earlier comparative period and apply them to the actual foreign currency organic revenue amounts for the more recent comparative period.

Adjusted EBITDA

We define “Adjusted EBITDA” as earnings before interest expense, net (including interest payable to related parties), income tax expense/(benefit), and depreciation and amortization, with further adjustments for share-based compensation, certain strategic initiatives, acquisition and integration expenses, and other certain non-recurring, infrequent or non-core income and expense items. Adjusted EBITDA enables operating performance to be reviewed across reporting periods on a consistent basis and is one of the principal measures used by management to evaluate and monitor our operating performance. Adjusted EBITDA has certain limitations, including adjustments for income and expense items that are required by GAAP. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation, such as share-based compensation. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA supplementally. We also measure compliance under certain of our debt agreements under a calculation termed Adjusted EBITDA, though such metric is calculated differently and is used for different purposes.

Adjusted Net Income

We define “Adjusted Net Income” as net loss adjusted for interest expense – related party, share-based compensation, certain strategic initiatives, acquisition and integration expenses, amortization of acquisition-related intangibles, the tax impact of adjustments and other certain non-recurring, infrequent or non-core income and expense items. Adjusted Net Income has certain limitations, including adjustments for income and expense items that are required by GAAP. In evaluating Adjusted Net Income, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation, such as share-based compensation. Our presentation of Adjusted Net Income should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted Net Income supplementally.

Fresh Revenue from Hubs with Spokes

Fresh revenue includes product sales generated from our retail business (including e-Commerce and delivery), as well as DFD sales, but excluding sales from our legacy wholesale business and our Branded Sweet


 

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Treat Line. Fresh Revenue from Hubs with Spokes equals the fresh revenue derived from those Hubs currently producing product sold through fresh shops and/or DFD doors, but excluding fresh revenue derived from those hubs not currently producing product sold through Fresh Shops and/or DFD doors. It also excludes all Insomnia revenue as the measure is focused on the Krispy Kreme business. This performance measure allows us to calculate a numerator for the Fresh Revenue per Average Hub with Spokes metric below. Fresh Revenue per Average Hub with Spokes allows us to measure our effectiveness at leveraging the Hubs in the Hub and Spoke production model to distribute product and generate cost efficiencies and profitability.

Fresh Revenue per Average Hub with Spokes

The Average Hub with Spokes for a period is calculated as the simple average of the number of Hubs with Spokes at the end of the current period and the number of Hubs with Spokes at the end of the comparative period, adjusted for the pro rata period of acquired Hubs with Spokes outstanding following the acquisition date. Fresh Revenue per Average Hub with Spokes equals Fresh Revenue from Hubs with Spokes divided by the average number of Hubs with Spokes during the period. This performance measure allows us to measure our effectiveness at leveraging the Hubs in the Hub and Spoke production model to distribute product and generate cost efficiencies and profitability.

Corporate Information

Krispy Kreme Doughnuts was founded in 1937. The Company was incorporated in 2012 and, following a name change on May 10, 2021, operates under the name Krispy Kreme, Inc. The address of our principal executive offices is currently 2116 Hawkins Street Charlotte, NC 28203 and our phone number is (800) 457-4779. Our website is currently www.krispykreme.com. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

Our Structure

Immediately following this offering and the use of proceeds therefrom and the Distribution:

 

  

our common stock will be held as follows: 29,411,765 shares by investors in this offering (or 33,823,529 if the underwriters exercise their option to purchase additional shares of common stock in full), 62,142,733 shares by an affiliate of JAB, 62,669,457 shares by the distributees receiving shares in the Distribution who currently participate in the affiliate of JAB that owns 100% of our outstanding common stock and 7,227,552 shares by certain of our officers, directors and employees; and

 

  

the combined voting power in the Company will be as follows: (i) 18.0% by investors in this offering (or 20.1% if the underwriters exercise their option to purchase additional shares of common stock in full); and (ii) 82.0% by our existing owners, of which JAB will continue to be our largest owner, with beneficial ownership of 38.0% of our common stock (or 79.9% and 37.0%, respectively, if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering.


 

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THE OFFERING

 

Issuer

Krispy Kreme, Inc.

 

Common stock offered by us

29,411,765 shares (or 33,823,529 shares, if the underwriters exercise their option to purchase additional shares of common stock in full).

 

Common stock to be outstanding immediately after this offering and the share repurchase

163,595,515 shares (or 168,007,279 shares, if the underwriters exercise their option to purchase additional shares of common stock in full).

 

Option to purchase additional shares of common stock

We have granted the underwriters an option to purchase up to 4,411,764 additional shares of common stock, pro rata. The underwriters may exercise this option at any time within 30 days from the date of this prospectus. See “Underwriting (Conflict of Interest).”

 

Use of Proceeds

We will receive net proceeds of approximately $466.3 million (or approximately $536.9 million if the underwriters exercise their option to purchase additional shares of common stock in full) from the sale of the common stock by us in this offering after deducting estimated offering expenses and underwriting discounts and commissions payable by us.

 

 We intend to use the net proceeds that we receive from this offering, together with cash on hand and borrowings under our revolving credit facility, to repay certain of our outstanding indebtedness under the Term Loan Facility, to repurchase shares of common stock from certain of our executive officers at the price to be paid by the underwriters, and to make payments in respect of tax withholdings relating to certain restricted stock units that will vest or for which vesting will be accelerated in connection with this offering.

 

 This offering is not conditioned upon the completion of the share repurchase, but the share repurchase is conditioned upon completion of this offering.

 

 See “Use of Proceeds.”

 

Voting

Each share of our common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally.

 

 

Upon the completion of this offering, investors purchasing common stock in this offering will own approximately 18.0% of our common


 

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stock (or approximately 20.1% if the underwriters exercise their option to purchase additional shares of common stock in full) and JAB will beneficially own approximately 76.3% of our common stock through its affiliates (or approximately 74.3% if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering.

JAB has advised the Company that it is obligated to distribute, through its affiliate, approximately 62.7 million shares of the Company’s common stock, representing approximately 38.3% (or approximately, 37.3% if the underwriters excercise their over-allotment option in full) of common stock following this offering and the use of proceeds therefrom, to its approximately 100 minority partners in the Distribution, and that the Distribution will occur immediately following the consummation of this offering and the application of proceeds therefrom. Following the Distribution, JAB will beneficially own approximately 38.0% of our common stock through its affiliates (or approximately 37.0% if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering. The shares of common stock to be distributed in the Distribution will be subject to a lock up agreement in favor of the Underwriters for a period ending 180 days after the date of this prospectus. See “Underwriting (Conflict of Interest).”

 

Dividends

Commencing on the fiscal quarter ending October 3, 2021 and subject to legally available funds, we intend to pay quarterly cash dividends on our common stock. We expect to pay an initial quarterly cash dividend of $0.035 per share for the quarter ending October 3, 2021, which is expected to be paid in October 2021. Thereafter, we expect to pay a dividend subsequent to the close of each fiscal quarter.

 

 The declaration, amount and payment of any dividends will be at the sole discretion of our board of directors and will depend on many factors, including the restrictions in certain of our subsidiaries’ credit facilities. See “Dividend Policy.”

 

Directed Share Program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5.0% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. If purchased by our directors and officers, the shares will be subject to a 180-day lock-up restriction. See “Underwriting (Conflict of Interest) —Directed Share Program for additional information.”

 

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Investors’ Rights Agreement

Following the completion of this offering, we will have an investors’ rights agreement (the “Investors’ Rights Agreement”) with JAB that will provide certain registration rights to JAB and such holders and information rights to JAB. See “Certain Relationships and Related Party Transactions – Investors’ Rights Agreement.”

 

Indication of Interest

JAB and Olivier Goudet have agreed to purchase approximately $100 million and $5 million, respectively, in shares of common stock in this offering at a price equal to the price paid by the public, less the underwriting discount. After the completion of this offering, Mr. Goudet and JAB will beneficially own approximately 1.16% and 41.6%, respectively (or approximately 1.13% and 40.5%, respectively, if the underwriters exercise their over-allotment option in full) of our common stock following this offering and the use of proceeds therefrom. Such shares will be subject to a 180-day lock-up restriction.

 

Nasdaq Symbol

“DNUT”.

 

Risk Factors

See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our common stock.

 

Conflict of Interest

Each of (i) JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, an underwriter of this offering, is the administrative agent and holds a portion of the outstanding balance of our Term Loan Facility and (ii) Morgan Stanley Senior Funding, Inc., an affiliate of Morgan Stanley & Co. LLC, an underwriter of this offering, holds a portion of the outstanding balance of our Term Loan Facility, and as a result, each of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, will receive at least 5.0% of the net proceeds from this offering in connection with the Reorganization Transactions. See “Use of Proceeds.” Therefore, each of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, is deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority (“FINRA”).

 

 

Accordingly, this offering is being conducted in accordance with FINRA Rule 5121. FINRA Rule 5121 prohibits each of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC from making sales to discretionary accounts without the prior written approval of the account holder and requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement and exercise its usual standards of due diligence with respect thereto. Wells Fargo Securities, LLC is acting as the “qualified independent underwriter” for this offering. Wells Fargo Securities, LLC will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. No underwriter having a conflict of interest under FINRA Rule 5121 will sell to a discretionary account any security with respect to which the conflict exists, unless the


 

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member has received specific written approval of the transaction from the account holder and retains documentation of the approval in its records. See “Underwriting (Conflict of Interest)” for more information.

The number of shares of our common stock to be outstanding immediately after this offering is based on 134,183,750 shares of common stock outstanding as of June 21, 2021, and excludes:

 

  

2,817,398 shares of common stock issuable upon exercise of 2,817,398 outstanding stock options with a weighted average exercise price of $14.61 per share;

 

  

4,807,508 shares of common stock issuable upon vesting of 4,807,508 restricted stock units awards currently outstanding;

 

  

7,361,798 shares of common stock reserved for issuance under our equity incentive plan; and

 

  

2,453,932 shares of common stock reserved for issuance under our employee stock purchase plan.

Unless otherwise indicated, the information in this prospectus:

 

  

Gives effect to the Reorganization Transactions (as defined below under the section entitled “Reorganization”);

 

  

Gives effect to the repurchase of approximately $20.3 million (or approximately 1.3 million shares);

 

  

Assumes no exercise by the underwriters of their option to purchase additional shares;

 

  

Assumes the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws each of which will occur prior to the closing of this offering; and

 

  

Assumes no purchase of shares of common stock by JAB or Olivier Goudet in this offering.


 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table presents our summary historical consolidated financial information for the periods and as of the dates indicated.

The summary historical consolidated financial information as of January 3, 2021 and December 29, 2019 and for the fiscal years ended January 3, 2021, December 29, 2019 and December 30, 2018, have been derived from the audited financial statements included elsewhere in this prospectus. The summary historical consolidated financial information as of April 4, 2021 and for the quarters ended April 4, 2021 and March 29, 2020, have been derived from the unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited financial statements and, in our opinion, contain all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation of such financial data.

Historical results for any prior period are not necessarily indicative of results to be expected in any future period, and results for any interim period are not necessarily indicative of the results to be expected for the full fiscal year. You should read the summary historical financial information presented below in conjunction with the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus.

 

  Quarters Ended  Fiscal Years Ended 
(in thousands, except share and per share data) April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

STATEMENT OF OPERATIONS DATA

     

Net revenue:

     

Product sales

 $313,585  $251,536  $1,085,110  $912,805  $748,860 

Royalties and other revenues

  8,224   9,680   36,926   46,603   47,023 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net revenues

  321,809   261,216   1,122,036   959,408   795,883 

Expenses:

     

Product and distribution costs

  79,997   68,148   310,909   262,013   246,458 

Operating expenses

  147,541   115,779   488,061   390,849   295,966 

Selling, general and administrative expense

  59,044   49,196   216,317   190,237   160,932 

Pre-opening costs

  1,391   3,437   11,583   7,078   1,903 

Other expenses, net

  (3,245  1,171   10,488   7,465   6,708 

Depreciation and amortization expense

  23,401   19,087   80,398   63,767   49,447 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  13,680   4,398   4,280   37,999   34,469 

Interest expense, net

  8,249   8,644   34,741   38,085   27,881 

Interest expense – related party

  5,566   5,566   22,468   21,947   18,902 

Other non-operating (income)/expense, net

  (442  2,548   (1,101  (609  5,443 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loss before income taxes

  307   (12,360  (51,828  (21,424  (17,757

Income tax expense/(benefit)

  685   (1,412  9,112   12,577   (5,318
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loss

  (378  (10,948  (60,940  (34,001  (12,439

Net income attributable to noncontrolling interest

  2,683   567   3,361   3,408   1,633 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loss attributable to Krispy Kreme, Inc.

 $(3,061 $(11,515 $(64,301 $(37,409 $(14,072
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loss per share:

     

Common stock – Basic

 $(44.71 $(159.29 $(904.39 $(518.40 $(173.52

Common stock – Diluted

 $(45.89 $(159.39 $(904.53 $(519.30 $(173.85

Weighted-average shares outstanding

     

Basic and diluted (1)

  71,626   71,626   71,626   71,626   71,626 

Pro forma net loss per share (2):

     

Common stock – Basic

 $0.02   $(0.31  

Common stock – Diluted

 $0.02   $(0.31  

 

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   Quarters Ended  Fiscal Years Ended 
(in thousands)  April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

STATEMENTS OF CASH FLOWS DATA

      

Net cash provided by operating activities

  $40,641  $(89 $28,675  $80,812  $148,337 

Net cash used for investing activities

   (63,653  (22,399  (168,128  (226,606  (303,283

Net cash provided by financing activities

   36,814   281,680   139,441   129,077   166,195 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

   (507  (739  2,045   (941  410 

Net increase/(decrease) in cash, cash equivalents and restricted cash

   13,295   258,453   2,033   (17,658  11,659 

Cash, cash equivalents and restricted cash at beginning of the fiscal year

   37,483   35,450   35,450   53,108   41,449 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash, cash equivalents and restricted cash at end of the fiscal year

  $50,778  $293,903  $37,483  $35,450  $53,108 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

   As of 
(in thousands)  April 4, 2021   January 3,
2021
   December 29,
2019
 
   Actual   Pro Forma (4)   

 

   

 

 

BALANCE SHEET DATA (AT PERIOD END)

        

Cash and cash equivalents

  $50,650   $89,527   $37,460   $35,373 

Working deficit

   (328,902   (296,959)    (333,742   (264,626

Total assets

   3,116,731    3,148,174    3,060,995    2,874,626 

Total debt (3)

   1,204,604    810,402    1,171,636    1,100,278 

Total shareholders’ equity

  $863,403   $1,289,548   $848,359   $883,417 

 

   Quarters Ended  Fiscal Years Ended 
   April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

OTHER FINANCIAL DATA, KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES (5)

      

Global points of access

   9,077   5,842   8,275   6,040   5,926 

Total Hubs (as defined)(6)

   410   406   409   405   398 

Net revenue growth %

   23  15  17  21  23

Organic revenue growth %

   8  1  1  5  3

Adjusted EBITDA (thousands)

  $46,403  $36,444  $145,434  $146,384  $124,247 

Adjusted net income (thousands)

  $17,626  $11,111  $42,346  $39,749  $49,604 

 

 (1)

See Note 17 to our audited consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of net loss per share, basic and diluted.


 

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 (2)

The following table sets forth the computations of unaudited pro forma basic and diluted net loss per share to reflect the effect of the Reorganization Transactions, other than the Distribution, repayment of the Term Loan Facility with the proceeds of this offering, and other transactions as described in the table below:

 

   Quarter
Ended
   Fiscal Year
Ended
 
(In thousands, except share and per share amounts)  April 4,
2021
   January 3,
2021
 

Net loss attributable to Krispy Kreme, Inc.

  $(3,061  $(64,301

Adjustment to net loss attributable to common stockholders

   (141   (477

Pro forma adjustments:

    

Term Loan Facility financing costs

   —      (1,500

Term Loan Facility interest expense (A)

   —      (1,192

Eliminate noncontrolling interest as a result of the Merger

   147    (2,688

Share-based compensation expense related to accelerated vesting of certain RSUs

   —      (2,388

Remove interest expense related to the repayment of Related Party Notes

   5,566    22,468 
  

 

 

   

 

 

 

Total pro forma adjustments(B)

   5,713    14,700 

Pro forma net income (loss) attributable to common shareholders — Basic

   2,511    (50,078

Additional income attributed to noncontrolling interest due to subsidiary potential common shares

   (85   (10

Pro forma adjustment to eliminate noncontrolling interest as a result of the Merger (B)

   58    (1
  

 

 

   

 

 

 

Pro forma net income (loss) attributable to common shareholders — Diluted

  $2,484   $(50,089
  

 

 

   

 

 

 

Basic and diluted weighted average common shares outstanding

   71,626    71,626 

Pro forma adjustments:

    

Eliminate noncontrolling interest as a result of the Merger

   6,615    6,615 

Redemption of certain common stock held by KK G.P.

   (4,110   (4,110

Use of proceeds for pro rata dividend in excess of earnings

   1,427    1,427 

Use of proceeds to repay Related Party Notes in excess of earnings

   11,966    11,966 

Capital contributions from shareholders(C)

   4,010    4,010 
  

 

 

   

 

 

 

Total pro forma adjustments(B)

   19,909    19,909 

Pro forma basic and diluted weighted average common shares outstanding pre-stock split

   91,534    91,534 

Stock split ratio(B)

   1,745    1,745 

Pro forma basic and diluted weighted average common shares outstanding post-stock split

   159,726,830    159,726,830 

Unaudited pro forma loss per share attributable to common shareholders:

    

Basic

  $0.02   $(0.31

Diluted

  $0.02   $(0.31

 

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The number of unvested RSUs excluded due to antidilution were 1,566,110 and 874,411 as of January 3, 2021 and April 4, 2021, respectively.

 

 (A)

Pro forma Term Loan Facility interest expense is calculated based on a LIBOR rate of 0.8175. For more information on the Term Loan Facility, see “Use of Proceeds”.

 (B)

For more information on the Related Party Notes, the RSUs where vesting is accelerated in connection with this offering, the Term Loan Facility, the Merger, the KK G.P. share redemption, and the pro rata dividend, see “Certain Relationships and Related Party Transactions — Related Party Notes” and “Reorganization.”

 (C)

For more information on the Capital contribution from shareholders that occurred subsequent to the quarter ended April 4, 2021, see Note 15 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus

 

 (3)

Total debt as of April 4, 2021 includes the current portion of long-term debt ($37.6 million), the non-current portion of long-term debt, net of discount and debt issuance costs ($816.9 million) and the Related Party Notes ($350.1 million). Total debt as of January 3, 2021 includes the current portion of long-term debt ($41.2 million), the noncurrent portion of long-term debt, net of discount and debt issuance costs ($785.8 million) and the Related Party Notes ($344.6 million). Total debt as of December 29, 2019 includes the current portion of long-term debt ($46.4 million), the non-current portion of long-term debt, net of discount and debt issuance costs ($713.7 million) and the Related Party Notes ($340.2 million). Pro forma total debt as of April 4, 2021 gives effect to the repayment of the Related Party Notes which was repaid with a portion of the KKHI pro rata dividend from the proceeds from the Term Loan Facility, the repayment of a portion of the 2019 Credit facility - revolving credit facility for $144.1 million and additional borrowings under our revolving credit facility of $100.0 million in connection with this offering.

 (4)

The unaudited pro forma consolidated balance sheet data as of April 4, 2021 gives effect to (i) the Reorganization Transactions, other than the Distribution, (ii) the $144.1 million capital contribution from shareholders and minority investors and the subsequent repayment of the revolving credit facility with the proceeds therefrom, as described in Note 15 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, (iii) the repayment of the $14.6 million shareholder note receivable settlement as described in Note 15 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, (iv) the receipt of the $7.4 million tax sharing agreement receivable settlement as described in Note 11 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, (v) the sale by us of 29,411,765 shares of common stock in this offering at an initial public offering price of 17.00 per share, (vi) repayment of the Term Loan Facility with a portion of the proceeds of this offering, (vii) approximately $20.3 million of the net proceeds of this offering to repurchase shares of common stock from certain of our executive officers at the price to be paid by the underwriters, (viii) approximately $16.5 million of the net proceeds of this offering for payment of withholding taxes with respect to the RSUs vesting or for which vesting is accelerated in connection with this offering and (ix) additional borrowings under our revolving credit facility of $100.0 million in connection with this offering, as if they had occurred on April 4, 2021.

 (5)

See the definitions of key performance indicators under “Key Performance Indicators” above. For discussion of how we utilize Non-GAAP measures, refer to “Non-GAAP Financial Measures.”

 (6)

Hub counts include only Hot Light Theater Shops and do not include Mini-Hot Light Theater Shops.


 

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The following table presents a reconciliation of net revenue growth to organic revenue growth for the periods presented:

 

   Quarters Ended  Fiscal Years Ended 
(in thousands)  April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

Net revenues – current quarter / year

  $321,809  $261,216  $1,122,036  $959,408  $795,883 

Net revenues – prior quarter / year

   261,216   226,622   959,408   795,883   644,879 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net revenue growth

   60,593   34,594   162,628   163,525   151,004 

Net revenue growth %

   23  15  17  21  23

Impact of acquisitions (1)

   (33,844  (33,248  (129,429  (138,203  (132,431

Impact of currency

   (4,963  1,699   (906  10,939   2,054 

Impact of 53rd Week

   —     —     (20,506  —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic revenue growth

  $21,786  $3,045  $11,788  $36,261  $20,627 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic revenue growth %

   8  1  1  5  3

 

 (1)

Reflects revenue growth attributable to business, shops and other operations acquired and owned by us for less than twelve months following their acquisition.

The following tables present a reconciliation of net loss to Adjusted EBITDA and net loss to Adjusted Net Income for the periods presented:

 

   Quarters Ended  Fiscal Years Ended 
(in thousands)  April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

Net loss

  $(378 $(10,948 $(60,940 $(34,001 $(12,439

Interest expense, net

   8,249   8,644   34,741   38,085   27,881 

Interest expense – related party (1)

   5,566   5,566   22,468   21,947   18,902 

Income tax expense (benefit)

   685   (1,412  9,112   12,577   (5,318

Depreciation and amortization expense

   23,401   19,087   80,398   63,767   49,447 

Share-based compensation

   2,368   3,170   11,619   10,680   9,449 

Other non-operating (income) expense, net (2)

   (442  2,548   (1,101  (609  5,443 

New York City flagship Hot Light Theater Shop opening (3)

   —     2,572   6,513   3,784   —   

Strategic initiatives (4)

   —     3,613   20,517   4,059   5,342 

Acquisition and integration expenses (5)

   2,152   3,611   12,679   20,433   9,972 

Store closure expenses (6)

   —     —     6,269   629   3,396 

Restructuring and severance expenses (7)

   —     —     —     583   5,703 

Other (8)

   4,802   (7  3,159   4,450   6,469 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted EBITDA

  $46,403  $36,444  $145,434  $146,384  $124,247 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

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   Quarters Ended  Fiscal Years Ended 
(in thousands)  April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

Net loss

  $(378 $(10,948 $(60,940 $(34,001 $(12,439

Interest expense – related party (1)

   5,566   5,566   22,468   21,947   18,902 

Share-based compensation

   2,368   3,170   11,619   10,680   9,449 

Other non-operating (income) expense, net (2)

   (442  2,548   (1,101  (609  5,443 

New York City flagship Hot Light Theater Shop opening (3)

   —     2,572   6,513   3,784   —   

Strategic initiatives (4)

   —     3,613   20,517   4,059   5,342 

Acquisition and integration expenses (5)

   2,152   3,611   12,679   20,433   9,972 

Store closure expenses (6)

   —     —     6,269   629   3,396 

Restructuring and severance expenses (7)

   —     —     —     583   5,703 

Other (8)

   4,802   (7  3,159   4,450   6,469 

Amortization of acquisition related
intangibles (9)

   7,449   6,380   26,328   21,318   17,367 

Loss on extinguishment of debt (10)

   —     —     —     1,567   —   

Tax impact of adjustments (11)

   (4,022  (5,394  (27,629  (19,960  (20,000

Tax specific adjustments (12)

   131   —     22,464   4,869   —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted net income

  $17,626  $11,111  $42,346  $39,749  $49,604 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 (1)

Consists of interest expense related to the Related Party Notes.

 (2)

Consists primarily of foreign translation gains and losses in each fiscal year. Fiscal 2018 also includes $4.7 million of contingent consideration paid related to the Krispy Kreme Holdings Pty Ltd (“KK Australia”) acquisition.

 (3)

Consists of pre-opening costs related to our New York City flagship Hot Light Theater Shop opening, including shop design, rent and additional consulting and training costs incurred and reflected in selling, general and administrative expenses.

 (4)

Strategic initiatives for the quarter ended March 29, 2020, and fiscal 2020 and 2019 consist mainly of consulting and advisory fees, personnel transition costs, and network conversion and set-up costs related to the evolution of our legacy wholesale business in the United States.

 (5)

Consists of acquisition and integration-related costs in connection with our business and franchise acquisitions, including legal, due diligence, consulting and advisory fees incurred in connection with acquisition-related activities for the applicable period.

 (6)

Consists of lease termination costs, impairment charges, and loss on disposal of property, plant and equipment.

 (7)

Consists of severance and related benefits costs associated with our hiring of a new global management team.

 (8)

The quarter ended April 4, 2021 consists primarily of $3.5 million of consulting and advisory fees incurred in connection with the preparation for our initial public offering. Fiscal 2020 includes $1.2 million of management fees paid to JAB and $3.2 million of consulting and advisory fees incurred in connection with preparation for our initial public offering, partially offset by a $2.5 million gain on the sale of land. Fiscal 2019 includes $3.1 million lease impairment expenses related to our Winston-Salem office location incurred in connection with our Corporate headquarters relocation to Charlotte, North Carolina. Fiscal 2018 includes $4.0 million of consulting and professional fees related to a sale leaseback transaction and other finance projects.

 (9)

Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the consolidated statements of operations.


 

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Table of Contents
 (10)

Consists of the write-off of debt issuance costs in connection with the refinancing of the 2016 credit facility.

 (11)

Tax impact of adjustments calculated applying the applicable statutory rates. The Company’s adjusted effective tax rate is 25.2%, 41.0% and 22.8% for each of the fiscal years 2020, 2019 and 2018, respectively. The adjusted effective tax rate for the interim periods differs from the annual adjusted effective tax rate due to the tax effect of certain discrete items recorded during the interim periods. The adjusted effective tax rate in fiscal 2019 was higher compared to fiscal 2020 due to the recording of an uncertain tax position of $12.0 million in the fourth quarter of fiscal 2019.

 (12)

Fiscal 2020 and fiscal 2019 include valuation allowances of $20.5 million and $6.6 million, respectively, associated with tax attributes primarily attributable to incremental costs removed from the calculation of Adjusted Net Income.


 

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with other information set forth in this prospectus before investing in our common stock. If any of the following risks or uncertainties actually occur, our business, financial condition, prospects, results of operations and cash flow could be materially and adversely affected. In that case, the market price of our common stock could decline and you may lose all or a part of your investment. The risks discussed below are not the only risks we face. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations or cash flows. We cannot assure you that any of the events discussed in the risk factors below will not occur.

Risks Related to Our Business and Industry

Public health outbreaks, epidemics or pandemics, including the global COVID-19 outbreak, have disrupted and may continue to disrupt, our business, and could materially affect our business, results of operations, and financial condition.

Health epidemics or pandemics can adversely affect consumer spending and confidence levels and supply availability and costs in the markets in which we and our franchisees operate all of which can affect our business, liquidity, financial condition and results of operations. In December 2019, a novel strain of coronavirus, referred to as 2019-ncov, COVID-19 coronavirus epidemic, or COVID-19, was identified. COVID-19 has since spread globally, including the United States where we have our executive offices and principal operations. The global pandemic resulting from the outbreak of COVID-19 has disrupted global health, economic and market conditions, consumer behavior and food service operations.

Governmental authorities, nationally and internationally, have recommended social distancing and have imposed quarantine, shelter-in-place, curfew and similar isolation measures, including government orders and other restrictions on the conduct of business operations in an effort to slow the spread of COVID-19. While certain regions have begun re-opening, our shops and other facilities in some of such regions may be subject to modified hours and operations and/or reduced traffic even without government imposed restrictions. In addition, we face risks related to resurgences of COVID-19, including the emergence of new variant strains of COVID-19, in regions that have reopened, which have and may in the future necessitate renewed government restrictions.

If any of our employees or the employees of our franchisees were to contract COVID-19 or other illnesses, our operations could be significantly disrupted, since this could require us or our franchisees to quarantine some or all such employees or close and disinfect our impacted facilities. While we have enacted protections, including the installation of “sneeze” guards, a glove and mask policy, and conversion of aisles to “one-way” traffic, we may nonetheless be subject to COVID-19 outbreaks in our shops and Doughnut Factories. If a significant percentage of our workforce or the workforce of our business partners are unable to work, including because of illness or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition and results of operations.

Operations in our and our franchisees’ shops have been and, at least in the short term, are expected to continue to be disrupted to varying degrees. The COVID-19 pandemic has impacted our and our franchisees’ businesses globally. In the United States, we temporarily closed the lobbies of our shops in March 2020 and shifted to drive-thru, “to-go” and delivery. We also experienced delays in opening new shops, including our New York City flagship Hot Light Theater Shop. With a prioritization on health and safety of our Krispy Kremers and Insomniac team members and customers, we were able to re-open shops under modified operations to meet public health guidelines and evolving customer behaviors and expectations. As of January 3, 2021, all of our shops in the United States and Canada are fully open.

 

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Internationally, government-mandated lock-down periods significantly impacted our company-owned businesses in the United Kingdom and Australia. In the United Kingdom, 21 shops remain closed due to COVID-19 restrictions as of January 3, 2021, and a total of nine shops and a manufacturing facility have been permanently closed since March 2020 as a result of the COVID-19 pandemic. As of January 3, 2021, 75 shops representing 6.7% of our total shops internationally were closed due to COVID-19 pandemic restrictions.

In addition, our business is affected by consumer preferences and perceptions. The risk of contracting viruses has and could continue to cause employees or guests to avoid gathering in public places, which has had, and could further have, adverse effects on ours and our franchisees’ guest traffic and the ability to adequately staff shop locations. Even if a virus or other disease does not spread significantly within a specific area, the perceived risk of infection or health risk in such area may adversely affect our business, liquidity, financial condition and results of operations.

Many consumer behaviors have changed during the COVID-19 pandemic as a result of mandates or orders from federal, state and local authorities, and concerns about the transmission of COVID-19, including less time spent commuting or outside the home, leading to fewer shop visits and more food and beverage prepared and consumed at home, or by delivery. These changes in behavior may continue following global vaccine distribution, the lifting of such mandates or orders and the resumption of more normal economic and operating conditions, possibly beyond the end of the pandemic. These changes have and could continue to negatively impact ours and our franchisees’ sales and customer traffic, which has and could continue to materially and adversely impact our business, liquidity, financial condition and results of operations.

In addition, we believe that our and our franchisees’ sales, customer traffic, and profitability are strongly correlated to consumer discretionary spending, which is influenced by general economic conditions, unemployment levels, and the availability of discretionary income all of which has been, and may continue to be, negatively impacted by the COVID-19 pandemic. In general, the food service industry’s sales are dependent upon discretionary spending by consumers, and reductions in sales at our and our franchisees’ shops would adversely impact our profitability.

The length of time it may take for global vaccine distribution and more normal economic and operating conditions to resume remains uncertain and the economic recovery period could continue for a prolonged period even after the health risks of the pandemic subside. We expect that certain operational changes made during the pandemic, particularly with respect to enhanced health and safety measures in franchised shops, will remain in place for an extended period (and some of these changes may be permanent changes) and could increase our and our franchisees’ costs.

The COVID-19 pandemic may also have the effect of heightening other risks disclosed in this prospectus, including, but not limited to, those related to our ability to service our debt obligations, supply chain interruptions and/or commodity price increases, and the financial condition of our franchisees.

Changes in consumer preferences and demographic trends could negatively impact our business.

Food service businesses are often affected by changes in consumer tastes, national, regional and local economic conditions, discretionary spending priorities, demographic trends, traffic patterns and the type, number and location of competing brands. For instance, if prevailing health or dietary preferences cause consumers to avoid indulgences such as doughnuts or cookies in favor of foods that are perceived as healthier, our sales would suffer. In addition, the food service industry continues to be under heightened legal and legislative scrutiny related to menu labeling resulting from the perception that the practices of food service companies have contributed to nutritional, caloric intake, obesity, or other health concerns of their guests. For example, if we are unable to adapt to changes in consumer preferences and trends, or if regulatory changes are implemented that impact any of our markets, our operating results could be negatively impacted.

 

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Maintaining, extending and expanding our reputation and brand image are essential to our business success.

Our success depends on our ability to maintain our brand image, extend our products to new channels, expand our brand image with new product offerings and deliver consistent high-quality, delicious products to our customers.

While we seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, the majority of our marketing initiatives rely on a social-media focused approach to create positive impacts on both our brand value and reputation. Our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. Social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation. If we do not maintain, extend, and expand our brand image, then our business, financial condition and results of operations could be materially and adversely affected. These risks are especially pronounced in light of our reliance on our social-media presence to promote our brand and maintain customer loyalty and engagement.

In addition, increasing regulatory or legal action against us, product recalls or other adverse publicity could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our products, even if these actions are unfounded or not material to our operations.

The food service industry is affected by food safety issues, including food tampering or contamination.

Food safety, including the possibility of food tampering or contamination is a concern for any food service business. Any report or publicity linking us or one of our franchisees to food safety issues, including food tampering or contamination, could adversely affect our reputation as well as our revenues and profits. Increased use of social media could amplify the effects of negative publicity. These risks may be increased as we introduce new products or increase distribution channels, such as our Branded Sweet Treat Line or DFD business channels. Food safety issues could also adversely affect the price and availability of affected ingredients, which could result in disruptions in our supply chain or lower margins for us and our franchisees. Additionally, food safety issues could expose us to litigation, governmental investigation, recalls or fines.

The food service industry is affected by litigation, regulation and publicity concerning food quality, health and other issues, which can cause customers to avoid our products and result in liabilities.

Food service businesses can be adversely affected by litigation, by regulation and by complaints from customers or government authorities resulting from food quality, illness, injury or other health concerns or operating issues stemming from one shop or a limited number of shops, including shops operated by our franchisees, or as we introduce new products or increase distribution channels, such as our Branded Sweet Treat Line or DFD business channels. In addition, class action lawsuits have been filed and may continue to be filed against various food service businesses (including quick service restaurants) alleging, among other things, that food service businesses have failed to disclose the health risks associated with high-fat foods and that certain food service business marketing practices have encouraged obesity. Adverse publicity about these allegations may negatively affect us and our franchisees, regardless of whether the allegations are true, by discouraging customers from buying our products. Because one of our competitive strengths is the taste and quality of our doughnuts and other indulgence products, adverse publicity or regulations relating to food quality or other similar concerns affect us more than it would food service businesses that compete primarily on other factors. We could also incur significant liabilities if such a lawsuit or claim results in a decision against us or as a result of litigation costs regardless of the result.

 

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Adverse weather conditions could adversely affect our business.

Adverse weather conditions can impact guest traffic at our and our franchisees’ shops and, in more severe cases such as hurricanes, tornadoes, flooding or other natural disasters (which can be worsened as a result of climate change), cause temporary closures, sometimes for prolonged periods, which would negatively impact our shop sales. Changes in weather could result in construction delays, interruptions to the availability of utilities, and shortages or interruptions in the supply of food items and other supplies, which could increase our costs.

We may not be successful in implementing important strategic initiatives, which may have an adverse impact on our business.

We depend on our ability to continue to grow and evolve through various important strategic initiatives. We have developed a number of strategic initiatives designed to foster our growth and improve our profitability. Our business growth strategy has the following principal components: increasing trial and frequency of customer visits, growing our omni-channel network in new and existing markets, growing Insomnia and driving additional efficiencies in and benefits from our omni-channel business model. There can be no assurance that we will be able to implement these important strategic initiatives or that these strategic initiatives will deliver on their intended results, which could in turn adversely affect our business.

In addition to other factors listed in this risk factors section, factors that may adversely affect the successful implementation of these strategic initiatives include the following:

 

  

imposition of additional taxes by jurisdictions, such as on certain types of food, beverages, ingredients or based on number of employees;

 

  

construction cost increases associated with new shop openings and remodeling of existing shops; delays in shop openings for reasons beyond our control, such as the delays we experienced in opening our New York City flagship Hot Light Theater Shop due to the COVID-19 pandemic, or a lack of desirable real estate locations available for lease at reasonable rates;

 

  

not successfully scaling our manufacturing or supply chain infrastructure as our product offerings increase and as we continue to expand our omni-channel business model; and

 

  

the deterioration in our credit ratings, which could limit the availability of financing and increase the cost of obtaining financing to fund our initiatives.

Effectively managing growth can be challenging, particularly as we expand into new markets. If we are not successful in implementing our strategic initiatives, we may be required to evaluate whether certain assets, including goodwill and other intangibles, have become impaired. In the event we record an impairment charge, it could have a material impact on our financial results.

We may not realize the anticipated benefits from past or potential future acquisitions, investments or other strategic transactions.

We are in the process of acquiring additional franchised shops domestically and internationally. In certain circumstances, our existing franchisees may retain a minority stake in the franchise shops we acquire and continue to participate in the operation of the applicable shops. Such arrangements are entered into on a case-by-case basis. In addition, from time to time we evaluate and may complete other mergers, acquisitions, divestitures, joint ventures, strategic partnerships, minority investments or strategic transactions, including our November 2019 majority-stake partnership with WKS Holdings, our April 2018 majority-stake partnership with Great Circle Family Foods and our acquisition of all of the equity interests of Krispy Kreme Holding UK Ltd., Krispy Kreme Mexico S. de R.L. de C.V., Krispy Kreme Holdings Pty Ltd and Krispy Kreme Doughnut Japan Co., Ltd. We expect to continue this trend, looking for strategic opportunities to acquire or partner with our domestic and international franchisees.

 

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Past and potential future strategic transactions may involve various inherent risks, including, without limitation:

 

  

expenses, delays or difficulties in integrating acquired Krispy Kreme franchised shops, strategic partnerships or investments into our organization, including the failure to realize expected synergies and/or the inability to retain key personnel;

 

  

diversion of management’s attention from other initiatives and/or day-to-day operations to effectively execute our growth strategy;

 

  

inability to generate sufficient revenue, profit, and cash flow from acquired Krispy Kreme franchised shops, companies, strategic partnerships or investments;

 

  

the possibility that we have acquired substantial contingent or unanticipated liabilities in connection with acquisitions or other strategic transactions; and

 

  

the possibility that investments we have made may decline significantly in value, which could lead to the potential impairment of the carrying value of goodwill associated with acquired businesses.

Past and potential future strategic transactions may not ultimately create value for us and may harm our reputation and materially adversely affect our business, financial condition and results of operations.

We will face risks as we complete our legacy wholesale business evolution of DFD and the introduction of our Branded Sweet Treats Line.

We are in the process of completing the evolution of our legacy wholesale business by transforming our DFD model and introducing our new Branded Sweet Treat Line. Such efforts have entailed significant costs and uncertainties arising from, among other things, our manufacturing facilities intervention, our transition to an omni-channel business model, building and developing our information technology and logistics systems and adaption to our new corporate organization and talent. These efforts have incurred certain costs relating to, among other things:

 

  

severance costs from payroll reductions;

 

  

asset, equipment and inventory write-downs;

 

  

lease termination costs;

 

  

shop conversion costs;

 

  

systems upgrade costs;

 

  

contract termination costs; and

 

  

third-party costs to help facilitate the transformation through transitional services.

In connection with the evolution of our legacy wholesale business, we have and continue to rollout our DFD business channels. We have also launched our new Branded Sweet Treat Line. Successful implementation of these business lines relies and will continue to rely on our ability to capitalize and realize certain goals, including identifying retail partners, expanding the geographies we serve and developing and maintaining the manufacturing and logistical capacity to service our Branded Sweet Treat Line and DFD business channels. In addition, these may exacerbate or be exacerbated by other risk factors included herein, especially those related to our logistical and manufacturing capacity and ability to compete in the indulgence market.

There is no guarantee that we will achieve the benefits we anticipate or achieve the costs savings, revenue generation and other positive effects necessary to offset the costs and risks discussed above. In addition, our Branded Sweet Treat Line has thus far been unprofitable and has only been deployed domestically. There is no guarantee that it will see success among consumers in international markets or ever turn a profit either domestically or internationally. Any failure to recognize our expected benefits could materially and adversely affect our business, our results of operations and financial condition.

 

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Our success depends on our ability to compete with many food service businesses.

We compete with many well-established food service companies. At the shop level, we compete with other indulgence retailers and bakeries, specialty coffee retailers, bagel shops, quick service restaurants, delicatessens, take-out food service companies, convenience stores and supermarkets. Our Branded Sweet Treat Line competes primarily with grocery store bakeries and packaged snack foods.

In both our shop and Branded Sweet Treat Line business channels, aggressive pricing by our competitors or the entrance of new competitors into our markets could reduce our sales and profit margins. Moreover, many of our competitors offer consumers a wider range of products. Many of our competitors or potential competitors have substantially greater financial and other resources than we do which may allow them to react to changes in pricing, marketing and the quick service restaurant industry better than we can. As competitors expand their operations, competition may intensify. In addition, the start-up costs associated with retail indulgence and similar food service establishments are not a significant impediment to entry into the retail indulgence business.

In addition to the above, our omni-channel business approach, especially our Insomnia brand, which emphasizes delivery as a key component, competes with local and international indulgence brands in a highly competitive space. While we control and operate our e-Commerce platform, we rely on third-party food delivery services, including DoorDash, for last-mile delivery of our products. We are also a partner platform on such services, in which the end-to-end transaction with customers, including delivery of our products is conducted by the third-party platform. Our customers may prefer other indulgence providers’ e-Commerce platforms or other delivery platforms and services for a variety of competitive reasons, including delivery availability, app user experience and overall market demand for food delivery.

If we are unable to successfully compete, we may be unable to sustain or increase our revenues and profitability as well as leverage the growth and we expect to achieve through our omni-channel business model.

A key portion of our growth strategy depends on opening new Krispy Kreme shops both domestically and internationally.

A core part of our business strategy is expansion of our shops, DFD and e-Commerce and delivery business channels’ reach to new geographies, markets and customers, nationally and internationally. Our ability to effect such an expansion may be influenced by factors beyond our and our franchisees’ control, which may slow shop development and impair our growth strategy. Our ability to successfully open new shops and acquire direct control over existing franchise shops will depend on various factors, including the availability of suitable sites, the negotiation of acceptable leases or purchase terms for new locations, permitting and regulatory compliance, the ability to meet construction schedules, the financial and other capabilities of our franchisees, and general economic and business conditions. We may also be limited by logistical or other operational concerns, including an inability to source product components or logistical services. Further, certain international markets of ours are heavily reliant on our franchisees and there can be no assurance that our franchisees will successfully develop or operate their shops in a manner consistent with our concepts and standards, or will have the business abilities or access to financial resources necessary to open and maintain the shops required by their agreements.

New or acquired Krispy Kreme shops may require significant expense before opening or re-opening and, once opened, may not be profitable for some time following their opening.

Our success has been, and in the future will continue to be, significantly impacted by the timing of new Krispy Kreme shop openings (often dictated by factors outside of our control), including landlord delays, associated pre-opening costs and operating inefficiencies. We typically incur the most significant portion of pre-opening costs associated with a given shop within the several months preceding the opening of the shop. Thereafter, our new shops take a period of time to reach target operating levels due to inefficiencies typically associated with new shops, including the training of new personnel, new market learning curves, inability to hire

 

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sufficient qualified staff and other factors. Likewise, upon acquisition of a formerly franchised shop, we may incur inefficiencies as we integrate such shops into network of directly controlled shops, train or retrain personnel and negotiate or restructure logistical networks. We may incur additional costs in new markets, particularly if we are required to develop or negotiate new transportation or logistical networks, which may impact the profitability of those shops. These additional costs may be exacerbated where such new markets are in countries that we have not previously operated in. Although we have specific target operating and financial metrics, new shops may not meet these targets or may take longer than anticipated to do so. Any new shops we open may not be profitable or achieve operating results similar to those of our existing shops, which could adversely affect our business, financial condition or results of operations.

Our new Branded Sweet Treat Line and DFD business channels depend on key customers and are subject to risks if such key customers reduce the amount of products they purchase from us or terminate their relationships with us.

Sales to retail customers through both our Branded Sweet Treat Line and DFD channels represent a substantial portion of our revenue. The infrastructure necessary to support our Branded Sweet Treat Line and DFD business channels results in significant fixed and semi-fixed costs. Also, the loss of one of our large retail customers or significant financial difficulties in their businesses could adversely affect our financial condition and results of operations.

We have several large retail customers throughout the world. However, no single retail customer accounted for more than 10% of our total revenue in the fiscal years ended January 3, 2021, December 29, 2019 or December 30, 2018. These customers do not enter into long-term contracts; instead, they make purchase decisions based on a combination of price, product quality, consumer demand and service quality. They may in the future use more of their shelf space, including space currently used for our products, for other products, including private label products. If our sales to one or more of these customers are reduced, this reduction may adversely affect our business.

We are the exclusive supplier of doughnut mixes or mix concentrates to all Krispy Kreme shops worldwide. We also supply other key ingredients and flavors to all domestic Krispy Kreme company-owned shops. If we have any problems supplying these ingredients, our and our franchisees’ ability to make doughnuts could be negatively affected.

We are the exclusive supplier of doughnut mixes for many domestic and international Krispy Kreme shops and the exclusive supplier of doughnut mix concentrate, which is blended with other ingredients to produce doughnut mixes at both domestic and international production facilities, for all Krispy Kreme shops globally. We also are the exclusive supplier of certain other key ingredients and flavors to all domestic company-owned shops, most domestic franchise shops and some international franchise shops. We manufacture all of our concentrates at our manufacturing facility located in Winston-Salem, North Carolina and produce doughnut mix domestically at our Winston-Salem plant and a third-party facility in Pico Rivera, California. We distribute doughnut mixes and other key ingredients and flavors using independent contract distributors for Krispy Kreme shops domestically and internationally.

The Pico Rivera facility produces mix for distribution to most Krispy Kreme shops west of the Mississippi River and has the capacity to manufacture our doughnut mixes for other regions in the event of a shut-down or loss of capacity at our Winston-Salem facility. Nevertheless, an interruption of production at any manufacturing facility could impede our ability or that of our franchisees to make doughnuts domestically. Internationally, we produce doughnut mix at several plants and any disruption at such facilities may have regional impacts on the ability of our locations and our franchisees’ locations doughnut production capabilities. In addition, since we exclusively produce doughnut mix concentrate at our Winston-Salem facility, any shutdown or disruption of such facility would disrupt our entire global supply chain of doughnut mix concentrate without an adequate alternative source.

 

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We generally ship our mix and concentrate internationally from a single port in Florida. While mix and concentrate are generally supplied in amounts sufficient to provide for doughnut production on a longer-term basis, delays in shipping or logistics chains could impact ours and our franchisees’ international operations. Events that delay shipment may be known or unknown, including events arising in connection with adverse weather events, customs and border shutdowns, trade conflicts and general trade route delays, including the recent stoppage in the Suez Canal. In addition, in the event that any of our relationships with our raw material suppliers terminate unexpectedly, even where we have multiple suppliers for the same ingredient, we may not be able to obtain adequate quantities of the same high-quality ingredients at competitive prices. As we continue to expand our global footprint the above risks may be exacerbated as we encounter supply shortages, logistical hurdles and other costs associated with operating and supplying a global network of shops.

Our profitability is sensitive to changes in the cost of raw materials.

Although we utilize forward purchase contracts and futures contracts and/or options on such contracts to mitigate the risks related to commodity price fluctuations, such contracts do not fully mitigate commodity price risk, particularly over the longer term. In addition, the portion of our anticipated future commodity requirements that is subject to such contracts varies from time to time.

Flour, shortening and sugar are our three most significant ingredients. We also purchase a substantial amount of gasoline to fuel our fleet of delivery vehicles for our DFD business and significant amounts of packaging materials to make, among other things, our iconic boxes for our dozens and half-dozens. The prices of wheat and soybean oil, which are the principal components of flour and shortening respectively, and of sugar and gasoline, have been volatile in recent years. We attempt to leverage our size to achieve economies of scale in purchasing, but there can be no assurances that we can always do so effectively. Adverse changes in commodity prices could adversely affect our profitability.

We are the only manufacturer of substantially all of our doughnut-making equipment. If we have any problems producing this equipment, our shops’ ability to make doughnuts could be negatively affected.

We manufacture our custom doughnut-making equipment in one facility in Winston-Salem, North Carolina. Our facility may be affected by:

 

  

failure of our suppliers to comply with regulatory or quality requirements, or to comply with our specifications;

 

  

failure of our suppliers to timely notify us of changes to the components they supply;

 

  

contractual or other disputes with any such supplier, including with respect to compliance with product supply and/or payment terms;

 

  

change of ownership of a supplier through acquisition or sale of a business;

 

  

any strike or work stoppage;

 

  

disruptions in shipping, such as adverse weather events, customs and border shutdowns, trade conflicts and general trade route delays, including the recent stoppage in the Suez Canal;

 

  

manufacturing limitations or other restrictions on availability or use of raw materials or components necessary for the development, testing, manufacture or sale of our doughnut-making equipment; or

 

  

a natural disaster or extraordinary event caused by fire, flood, earthquakes, environmental accidents or pandemic, all of which can be exacerbated or worsened by climate change.

Although we have limited backup sources for the production of our equipment, obtaining new equipment quickly in the event of a loss of our Winston-Salem facility would be difficult. In such an event, we would be forced to rely on third-party manufacturers or shift production to another manufacturing facility, and we could

 

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face significant delays in manufacturing and increased costs, which would jeopardize our ability to supply equipment to new shops or new parts for the maintenance of existing equipment in established shops on a timely basis.

We have limited suppliers for many of the product components and services that we rely on and any interruption in supply could impair our ability to make and deliver our signature products, adversely affecting our operating results.

We utilize a sole supplier for our glaze flavoring and glaze base. In addition, all of the cookie dough used by our Insomnia brand is supplied by a single supplier. Unless and until we can secure alternative suppliers for such components, our dependence on such supplier will subject us to the possible risks of shortages, interruptions and price fluctuations. Any interruption in the delivery of glaze flavoring would adversely affect our ability to produce and deliver our signature products, including our hot Original Glazed® doughnut, to our customers on a timely and competitive basis and could adversely affect our operating results.

If we experience significant increased demand, including as a result of our global expansion, or need to replace the existing supplier, there can be no assurance that additional supplies of product components will be available when required on terms that are acceptable to us, or at all, or that any supplier would allocate sufficient capacity to us in order to meet our requirements or fill our orders in a timely manner. Even if we are able to find alternative sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers in our methods, products and quality control standards. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain. In addition, there can be no assurance that our existing supplier will continue to provide components that are consistent with our standards. In that event, unless we are able to obtain replacement products in a timely manner, we risk the loss of revenue resulting from the inability to sell our products and related increased administrative and shipping costs.

In addition, we rely on a limited number of providers for our U.S. warehousing and logistics for shop delivery. As our Hub & Spoke and omni-channel business model expands, we will increasingly rely on such providers for logistics services, which exposes us to risks related to such providers’ ability to service our needs and the costs of such service. We have recently seen increased costs related to such service arising out of our increased demand for logistics needs, and the rollouts of our DFD business channels and introduction of our new Branded Sweet Treat Line as part of the evolution of our legacy wholesale business. Our inability to negotiate reasonable terms with such providers or identify an alternative provider for logistics services could reduce our margins in a material way. Furthermore, dealing with a limited number of providers exposes us to increased risks arising from such suppliers’ distribution networks. Increases in the price of fuel, employee strikes, organized labor activities, inclement weather and a variety of other known and unknown factors could limit our providers’ ability to service our logistical needs. If we are unable to source alternative logistical providers, our costs may significantly increase and, if we are unable to pass increased distribution costs on to our customers in the form of higher prices for our products, our business, financial condition and results of operations could be adversely affected.

We rely on information technology in our operations and are making improvements to important business systems. Any material failure, inadequacy or interruption of that technology could adversely affect our ability to effectively operate our business and result in financial or other loss.

We and our franchisees rely on computer systems and information technology to conduct our business and our ability to effectively manage our business depends significantly on the reliability and capacity of these systems. In addition, we must effectively respond to changing guest expectations and new technological developments. Disruptions or failures of these systems could cause an interruption in our business which could have a material adverse effect on our results of operations and financial condition.

 

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We intend to perform upgrades to two of our information technology systems in 2021 to ensure we remain on supportable versions of key software. These systems include the ERP system which handles manufacturing, finance and logistics as well as the point of sale system which enable retail sales at the shops. Implementing these systems is a lengthy and expensive process that may result in a diversion of resources from other initiatives and activities. Continued execution of the project plans, or a divergence from them, may result in cost overruns, project delays or business interruptions. Business interruptions also could result from the failure of other important information technology platforms we use to operate our business, including platforms hosted or otherwise provided by third parties on our behalf. Any disruptions, delays or deficiencies in the design and/or implementation of any of these systems, or our inability to accurately predict the costs of such initiatives or our failure to generate revenue and corresponding profits from such activities and investments, could impact our ability to perform necessary business operations, which could adversely affect our reputation, competitive position, business, results of operations and financial condition.

Systems failures and resulting interruptions could adversely affect our omni-channel business strategy.

Our omni-channel approach will in large part rely on our information technology systems to operate successfully, including the implementation of our delivery strategy. As we expand our DFD and delivery business channels, our exposure to such risks will increase.

Our systems, which in some cases rely on third-party providers, may experience service interruptions, degradation or other performance problems because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, infrastructure changes, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware, or other events. Our systems also may be subject to break-ins, sabotage, theft, and intentional acts of vandalism as a result of criminal third parties (including state-sponsored organizations with significant financial and technological resources), third parties we do business with and our and our franchisees’ employees. Our reliance on third-parties increases our exposure to such risks as we exercise a lesser degree of control over such persons. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events. As a result, if we experience any outsized material impacts from a failure of our systems, our business, results of operations and financial condition could be materially and adversely effected.

While we endeavor to keep all systems current, within two revisions of the most current software and firmware versions, there can be no guarantee that we can reliably update and maintain our systems. In instances where we are unable to do so, the mitigating controls we put in place to reduce the risk may fail. Any such failure could lead to e-Commerce downtime, disruptions to our information technology systems and expose vulnerabilities to cyber-criminals.

Our business could be adversely impacted by changes in the Internet and mobile device accessibility of consumers.

The e-Commerce and delivery aspects of our omni-channel strategy will depend on consumers ability to access to our branded platforms and third-party platforms via a mobile device or personal computer and the Internet. We may operate in jurisdictions with limited Internet connectivity, particularly as we expand internationally. Internet access and access to a mobile device or personal computer are frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost of consumers’ ability to access our platform. In addition, the Internet infrastructure that we, third-party platforms and our consumers rely on in any particular geographic area may be unable to support the demands placed upon it and could interfere with the speed and availability of our branded e-Commerce platforms or third-party platforms. Any such failure in Internet or mobile device or computer accessibility, even for a short period of time, could adversely affect our business and results of operations.

 

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If we or our franchisees or licensees are unable to protect our customers’ payment card data and other regulated, protected or personally identifiable information, we or our franchisees could be exposed to data loss, litigation, and liability, and our reputation could be significantly harmed.

Our business requires the collection, transmission and retention of large volumes of customer and employee data, including credit and debit card numbers and other personally identifiable information, in various information technology systems that we and our franchisees maintain, and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that guest and employee data is critical to us. Further, our guests and employees have a high expectation that we and our service providers will adequately protect their personal information.

Further, the standards for systems currently used for transmission and approval of electronic payment transactions, and the technology utilized in electronic payment themselves, all of which can put electronic payment data at risk, are determined and controlled by the payment card industry, not by us. For example, we are subject to industry requirements such as the Payment Card Industry Data Security Standard, or PCI-DSS, as well as certain other industry standards. Any failure to comply with these rules and/or requirements could significantly harm our brand, reputation, business and results of operations. We also rely on independent service providers for payment processing, including credit and debit cards. If these independent service providers become unwilling or unable to provide these services to us or if the cost of using these providers increases, our business could be harmed.

We are, and may increasingly become, subject to other various laws, directives, industry standards and regulations, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. In the United States, various federal and state regulators, including governmental agencies like the Consumer Financial Protection Bureau and the Federal Trade Commission, have adopted, or are considering adopting, laws and regulations concerning personal information and data security and have prioritized privacy and information security violations for enforcement actions. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal information than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts For example, the State of California enacted the California Consumer Privacy Act (the “CCPA”), which became effective January 2020 and requires companies that process information on California consumers to, among other things, provide new disclosures and options to consumers about data collection, use and sharing practices. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. Furthermore, in November 2020, California voters passed the California Privacy Rights Act of 2020 (“CPRA”). Effective beginning January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding California residents’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and CPRA. Additionally, on March 2, 2021, the Virginia Consumer Data Protection Act (“CDPA”) was signed into law. The CDPA becomes effective beginning January 1, 2023, and contains provisions that require businesses to conduct data protection assessments in certain circumstances, and that require opt-in consent from consumers to process certain sensitive personal information. Other states plan to pass data privacy laws that are similar to the CCPA, CPRA and CDPA, further complicating the legal landscape. In addition, laws in all 50 states require businesses to provide notice to consumers whose personal information has been accessed or acquired as a result of a data breach (and, in some cases, to regulators). State laws are changing rapidly and there is discussion in Congress of a new comprehensive federal data privacy law to which we would become subject if it is enacted, which may add additional complexity, variation in requirements, restrictions and potential legal risks, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs or changes in business practices and policies.

 

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We are also subject to international laws, regulations and standards in many jurisdictions, which apply broadly to the collection, use, retention, security, disclosure, transfer and other processing of personal information. For example, the General Data Protection Regulation (“GDPR”), which was adopted by the European Union effective May 2018, requires companies to meet stringent requirements regarding the handling of personal data. In particular, the GDPR includes obligations and restrictions concerning data transparency and consent, the overall rights of individuals to whom the personal data relates, the transfer of personal data out of the European Economic Area (“EEA”) or the United Kingdom, security breach notifications and the security and confidentiality of personal data. The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater. Further, the United Kingdom’s decision to leave the European Union has created uncertainty with regard to data protection regulation in the United Kingdom. As of January 1, 2021, we are also subject to the UK GDPR and UK Data Protection Act of 2018, which retains the GDPR in the United Kingdom’s national law. These recent developments will require us to review and amend the legal mechanisms by which we make and/or receive personal data transfers. Moreover, the GDPR confers a private right-of-action on certain individuals and associations. Our failure to adhere to or successfully implement appropriate processes to adhere to the requirements of GDPR, CCPA and other evolving laws and regulations in this area could expose us and our franchisees to financial penalties and legal liability. Our and our franchisees’ systems may not be able to satisfy these changing requirements and guest and employee expectations, or may require significant additional investments or time in order to do so.

Because the interpretation and application of laws, regulations, standards and other obligations relating to data privacy and security are still uncertain, it is possible that these laws, regulations, standards and other obligations may be interpreted and applied in a manner that is inconsistent with our data processing practices and policies. If our practices are not consistent, or are viewed as not consistent, with changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to fines, audits, inquiries, whistleblower complaints, adverse media coverage, investigations, lawsuits, loss of export privileges, severe criminal or civil sanction or other penalties. Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. Any concerns about our data privacy and security practices, even if unfounded, could damage the reputation of our businesses and discourage potential users from our products and services. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

Breaches or failures of our information technology systems or other cybersecurity or data security-related incidents may have an adverse impact on our business, liquidity, financial condition and results of operations.

Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, viruses, operator error or inadvertent releases of data all threaten our and our franchisees’ information systems and records. An actual or perceived breach in the security of our information technology systems or those of our franchisees and third-party service providers could lead to an interruption in the operation of our systems, resulting in material adverse impacts on our business, liquidity, financial condition and results of operations, and could result in adverse publicity and significant damage to our brand and reputation with customers and third parties with whom we do business. Additionally, a significant theft, loss, disclosure, modification or misappropriation of, or access to, guests’, employees’, third parties’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, which could disrupt our operations, damage our reputation and expose us to claims from guests and employees, any of which could have a material adverse effect on our financial condition and results of operations.

 

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The techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as the sources and targets of these attacks, may take many forms (including phishing, social engineering, denial or degradation of service attacks, malware or ransomware), change frequently and are often not recognized until such attacks are launched or have been in place for a period of time. In addition, our employees, franchisees, contractors, or third parties with whom we do business or to whom we outsource business operations may attempt to circumvent our security measures in order to misappropriate regulated, protected, or personally identifiable information, and may purposefully or inadvertently cause a breach involving or compromise of such information. Third parties may have the technology or know-how to breach the security of the information collected, stored, or transmitted by us or our franchisees, and our respective security measures, as well as those of our technology vendors, may not effectively prohibit others from obtaining improper access to this information. Advances in computer and software capabilities and encryption technology, new tools, and other developments may increase the risk of such a breach or compromise. There is no assurance that any security procedures or controls that we or our third-party providers have implemented will be sufficient to prevent data-security related incidents from occurring.

We may be required to expend significant capital and other resources to protect against, respond to, and recover from any potential, attempted or existing security breaches or failures and their consequences. As data security-related threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. We could be forced to expend significant financial and operational resources in responding to a security breach, including investigating and remediating any information security vulnerabilities, defending against and resolving legal and regulatory claims and complying with notification obligations, all of which could divert resources and the attention of our management and key personnel away from our business operations and adversely affect our business, financial condition and results of operations. In addition, our remediation efforts may not be successful and we could be unable to implement, maintain and upgrade adequate safeguards.

While we currently maintain cybersecurity insurance, such insurance may not be sufficient in type or amount to cover us against claims related to breaches, failures or other data security-related incidents, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, financial condition and results of operations. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.

Political, economic, currency and other risks associated with our international operations could adversely affect our and our international franchisees’ operating results.

As of April 4, 2021 and excluding Doughnut Factories, there were 1,145 Krispy Kreme shops operated outside of the United States and Canada, representing 67% of our total shop count. Of this total, 718 shops are owned and operated by franchisees. Our revenues from international operations and business segments are exposed to risks associated with doing business in foreign countries. Risks arising from our international operations include, but are not limited to:

 

  

differences in consumer tastes and preferences for indulgent experiences;

 

  

recessionary or expansive trends in international markets;

 

  

uncertainties arising from the implementation of the United Kingdom’s exit from the European Union, including any additional financial, legal, tax and trade burdens on our operations there;

 

  

interpretation and application of laws and regulations, including tax, tariffs, labor, merchandise anti-bribery and privacy laws and regulations, including the GDPR;

 

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import or other business licensing requirements;

 

  

the enforceability of intellectual property and contract rights;

 

  

limitations on the repatriation of funds and foreign currency exchange restrictions due to current or new U.S. and international regulations;

 

  

changes in inflation rates;

 

  

difficulty in staffing, developing and managing foreign operations and supply chain logistics, including ensuring the consistency of our product quality and service;

 

  

local laws that make it more expensive and complex to negotiate with, retain or terminate employees;

 

  

local regulations, health guidelines and safety protocols related to the COVID-19 pandemic;

 

  

competition with entrenched competitors as we expand our international operations; and

 

  

increase in anti-American sentiment and the identification of the brand as an American brand.

Royalties from our franchisees are based on a percentage of net sales (as defined in our franchise agreements) generated by our foreign franchisees’ operations. Royalties payable to us by our international franchisees are based on a conversion of local currencies to U.S. dollars using the prevailing exchange rate, and changes in exchange rates could adversely affect our revenues. To the extent that the portion of our revenues generated from international operations increases in the future, our exposure to changes in foreign political and economic conditions and currency fluctuations will increase.

We also are subject to governmental regulations throughout the world that impact the way we do business with our international franchisees and vendors. These include antitrust and tax requirements, anti-boycott regulations, import/export/customs regulations and other international trade regulations, the USA Patriot Act, the Foreign Corrupt Practices Act, and applicable local law. We typically export our products, principally our doughnut mixes and doughnut mix concentrates, to our franchisees in markets outside the United States. Numerous government regulations apply to both the export of food products from the United States as well as the import of food products into other countries. If one or more of the ingredients in our products are banned, alternative ingredients would need to be identified. Although we intend to be proactive in addressing any product ingredient issues, such requirements may delay our ability to open shops in other countries in accordance with our desired schedule.

We are subject to franchise laws and regulations that govern our status as a franchisor and regulate some aspects of our franchise relationships. Our ability to develop new franchised shops and to enforce contractual rights against franchisees may be adversely affected by these laws and regulations, which could cause our franchise revenues to decline.

As a franchisor, we are subject to regulation by the Federal Trade Commission (the “FTC”) and by domestic and foreign laws regulating the offer and sale of franchises. Our failure to obtain or maintain approvals to offer franchises would cause us to lose future franchise revenues and revenues generated through our Market Development segment. In addition, domestic or foreign laws that regulate substantive aspects of our relationships with franchisees may limit our ability to terminate or otherwise resolve conflicts with our franchisees.

Our international operations rely in part on our franchisees. Disputes with our franchisees, or failures by our franchisees to operate successfully, to develop or finance new shops or build them on suitable sites or open them on schedule, could adversely affect our growth and our operating results.

Franchisees, which are all independent operators, primarily based in international markets and not Krispy Kreme employees, contributed approximately 9.4% of our total revenues in fiscal 2020. These franchise revenues included franchisee purchases of product ingredients, equipment and other supplies directly from Krispy Kreme.

 

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We rely in part on these franchisees and the manner in which they operate their locations to develop and promote our business. We occasionally have disputes with franchisees, which could materially adversely affect our business, financial condition and results of operations. We provide training and support to franchisees, but the quality of franchise shop operations may be diminished by any number of factors beyond our control and it we may be unable to ensure proper procedures, especially with regard to ensuring the highest quality of products are offered at our shops, will be adhered to. In addition, since most of our current franchised operations exist internationally, we may have difficulty exercising greater degrees of control than we would with our company-owned or domestic franchise shops. The failure of our franchisees to operate franchises successfully could have a material adverse effect on us, our reputation and our brands, and could materially adversely affect our business, financial condition and results of operations. In addition, although we do not control our franchisees and they operate as independent contractors, actions taken by any of our franchisees may be seen by the public as actions taken by us, which, in turn, could adversely affect our reputation or brands.

Lack of access to financing by our franchisees on reasonable terms could adversely affect our future operations by limiting franchisees’ ability to open new shops or leading to additional franchisee shop closures, which would in turn reduce our Market Development segment revenue. Most development agreements specify a schedule for opening shops in the territory covered by the agreement. These schedules form the basis for our expectations regarding the number and timing of new Krispy Kreme shop openings. In the past, we have agreed to extend or modify development schedules for certain franchisees and may do so in the future.

Market Development segment revenues are directly related to sales by franchise shops and, accordingly, the success of franchisees’ operations has a direct effect on our revenues, results of operations and cash flows.

Our franchisees could take actions that could harm our business.

Franchisees are independently owned and operated, and they are not our employees. Although we provide certain training and support to franchisees, our franchisees operate their shops as independent businesses. Consequently, the quality of franchised shop operations may be diminished by any number of factors beyond our control. Moreover, franchisees may not operate shops in a manner consistent with applicable laws and regulations or in accordance with our standards and requirements. Also, franchisees may not successfully hire and train qualified managers and other shop personnel. Although we believe we currently generally enjoy a positive relationship with our franchisees, there is no assurance that future developments, some of which may be outside our control, may significantly harm our future relationships with existing and new franchisees. In addition, our image and reputation, and the image and reputation of other franchisees, may suffer materially if our franchisees do not operate successfully, or in accordance with our standards and requirements, which could result in a significant decline in Krispy Kreme’s branded sales, our revenues and our profitability.

Recent healthcare legislation and other potential employment legislation could adversely affect our business.

Federal legislation regarding government-mandated health benefits and potential minimum wage legislation is expected to increase our and our domestic franchisees’ costs. In the past several years states have increased their minimum wages and there is mounting pressure to increase minimum wage on a federal level as well. In addition, for those of our employees paid at rates set above, but related to, the applicable minimum wage, further increases in the minimum wage could increase our labor costs, which may also be increased by inflationary pressures and any shortages in the labor market.

Various federal and state labor laws govern our relationships with our employees and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave, safety standards, payroll taxes, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. It is difficult to predict the overall trend of government regulation, and we may be subject to significant and sweeping change or reforms arising out of legislative initiatives surrounding labor laws, healthcare laws or other laws

 

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affecting our labor costs. Significant additional government regulations could impose increased compliance costs on us and we may be subject to litigation arising out of noncompliance with such regulations. Such risks, combined with other increases in our labor costs, could materially and adversely affect our business, financial condition and operating results.

Risks Related to Our Organizational Structure

After the completion of this offering and the Distribution, JAB will control through its affiliates a significant amount of the voting power of the shares of our common stock eligible to vote in the election of our directors and on other matters submitted to a vote of our stockholders, and JAB’s interests may conflict with ours or yours in the future.

Immediately following this offering and the Distribution, JAB will beneficially own approximately 38.0% of our common stock through its affiliates (or approximately 37.0% if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering, and consequently will hold significant influence over the election of our directors and other matters submitted to a vote of our stockholders. For so long as JAB continues to beneficially own a significant percentage of our common stock through its affiliates, JAB will be able to influence the composition of our board of directors and the approval of actions requiring stockholder approval in ways that may conflict with the interests of us or our other stockholders. Accordingly, for such period of time, JAB will have significant influence with respect to our management, business plans, and policies, including the appointment and removal of our officers. In particular, JAB may be able to cause or prevent a change of control of us or a change in composition of our board of directors and could preclude any unsolicited acquisition of us. The concentration of voting power could deprive you of an opportunity to receive a premium for your shares of common stock as part of the sale of us and ultimately might affect the market price of our common stock.

You may not be afforded the same level of information as other investors.

In connection with this offering, we plan to enter into the Investors’ Rights Agreement with JAB which will provide them certain information rights pursuant to which the Company shall provide JAB the following, which shall be treated as confidential information by JAB: (w) copies of the Company’s management’s monthly financial review reports, (x) the consolidated financial results of the Company for each fiscal year, (y) the unaudited consolidated financial results of the Company for each fiscal quarter and (z) such other information related to the Company’s financial condition, business, prospects or corporate affairs as JAB may reasonably request from time to time. As a result of these rights and the representatives of JAB who serve on our board of directors, JAB will have greater access to our management and earlier access to our financial results than our other investors. While JAB remains subject to applicable U.S. securities laws regarding the trading of our securities while in possession of material non-public information, it will nonetheless have a better view as to our business and financial condition than you for so long as its information rights continue under the Investors’ Rights Agreement.

If the ownership of our common stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Immediately following the completion of this offering and the Distribution, JAB will beneficially own approximately 38.0% of our common stock through its affiliates (or approximately 37.0% if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering. As a result, JAB will exercise significant influence over all matters requiring a stockholder vote, including: the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of our amended and restated certificate of incorporation and our amended and restated bylaws; and our winding up and dissolution. This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of JAB may not always coincide with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a

 

 

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change in control of us. Also, JAB may seek to cause us to take courses of action that, in its judgment, could enhance its investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. See “Principal Stockholders” and “Description of Capital Stock – Anti-Takeover Effects of Delaware Law and Our Organizational Documents.”

Certain provisions of Delaware Law and our amended and restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock.

Certain provisions of Delaware Law, our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions that could make it more difficult for a third-party to acquire us without the consent of our board of directors or JAB, as the beneficial owner of a significant amount of our common stock.

As a Delaware corporation, we are subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Furthermore, immediately following this offering, JAB will control a significant amount of the voting power of the shares of our common stock eligible to vote in the election of our directors and on other matters submitted to a vote of our stockholders through its affiliate, and JAB may be able to control the outcome of matters submitted to a stockholder vote.

In addition, under our amended and restated certificate of incorporation, our board of directors will have the authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our amended and restated certificate of incorporation will preclude future issuances without stockholder approval of the authorized but unissued shares of our common stock. These factors could have the effect of making the replacement of incumbent directors more time consuming and difficult.

These provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by JAB, our management or our board of directors. Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium. See “Description of Capital Stock – Anti-Takeover Effects of Delaware Law and Our Organizational Documents.”

Risks Related to Our Intellectual Property

Our failure or inability to obtain, maintain, protect and enforce our trademarks, service marks and other intellectual property rights could adversely affect our business, including the value of our brands.

We own certain common-law trademark rights in the United States, as well as numerous trademark and service mark registrations in the United States and in other jurisdictions. We believe that our trademarks and other intellectual property rights are important to our success and our competitive position. Despite our efforts to obtain, maintain, protect and enforce our trademarks, service marks and other intellectual property rights, there can be no assurance that these protections will be available in all cases, and our trademarks, service marks or other intellectual property rights could be challenged, invalidated, declared generic, circumvented, infringed or otherwise violated. For example, competitors may adopt service names similar to ours, or purchase our

 

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trademarks and confusingly similar terms as keywords in Internet search engine advertising programs, thereby impeding our ability to build brand identity and possibly leading to confusion in the marketplace. The value of our intellectual property could also diminish if others assert rights in or ownership of our trademarks, service marks and other intellectual property rights, or trademarks or service marks that are similar to ours. We may be unable to successfully resolve these types of conflicts to our satisfaction. In some cases, there may be trademark or service mark owners who have prior rights to our trademarks and service marks or to similar trademarks and service marks. In addition, there could be potential trade name, service mark or trademark infringement claims brought by owners of other registered trademarks or service marks, or trademarks or service marks that incorporate variations of our trademarks or service marks. During trademark and service mark registration proceedings, we may receive rejections of our applications by the United States Patent and Trademark Office or in other foreign jurisdictions. Additionally, opposition or cancellation proceedings may in the future be filed against our trademark or service mark applications and registrations, and our trademarks and service marks may not survive such proceedings. While we may be able to continue the use of our trademarks and service marks in the event registration is not available, particularly in the United States, where such rights are acquired based on use and not registration, third parties may be able to enjoin the continued use of our trademarks or service marks if such parties are able to successfully claim infringement in court. In the event that our trademarks or service marks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources towards advertising and marketing new brands. Over the long term, if we are unable to establish name recognition based on our trademarks and service marks, then we may not be able to compete effectively. Any claims or customer confusion related to our trademarks and service marks could damage our reputation and brand and substantially harm our business, liquidity, financial condition and results of operations.

We may be required to protect our trademarks, service marks and other intellectual property rights in an increasing number of jurisdictions, a process that is expensive and may not be successful, or which we may not pursue in every location. The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Accordingly, we may choose not to seek protection in certain countries, and we will not have the benefit of protection in such countries. Moreover, any changes in, or unexpected interpretations of, intellectual property laws in any jurisdiction may compromise our ability to obtain, maintain, protect and enforce our intellectual property rights. We have a system in place that is designed to detect potential infringement on our trademarks and service marks. The protective actions that we take, however, may not be sufficient, in some jurisdictions, to secure our trademark and service mark rights for some of the goods and services that we offer or to prevent imitation by others, which could adversely affect the value of our trademarks and service marks or cause us to incur litigation costs, or pay damages or licensing fees to a prior user or registrant of similar intellectual property. Moreover, policing our intellectual property rights is difficult, costly and may not always be effective.

We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.

From time to time, legal action by us may be necessary to enforce or protect our intellectual property rights, including our trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against claims of infringement, misappropriation, other violation or invalidity. Even if we are successful in defending our claims, litigation could result in substantial costs and diversion of resources and could negatively affect our business, reputation, results of operations and financial condition. To the extent that we seek to enforce our rights, we could be subject to claims that an intellectual property right is invalid, otherwise not enforceable, or is licensed to or not infringed or otherwise violated by the party against whom we are pursuing a claim. In addition, our assertion of intellectual property rights may result in the other party seeking to assert alleged intellectual property rights or assert other claims against us, which could harm our business. If we are not successful in defending such claims in litigation, we may not be able to use, sell or license a particular product or offering due to an injunction, or we may have to pay damages that could, in turn, harm our results of operations. In addition, governments may adopt regulations, or courts may render decisions, requiring

 

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compulsory licensing of intellectual property to others, or governments may require that products meet specified standards that serve to favor local companies. Our inability to enforce our intellectual property rights under these circumstances may harm our competitive position and our business.

Our commercial success depends on our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. Intellectual property disputes can be costly to defend and may cause our business, operating results and financial condition to suffer. Whether merited or not, we have faced, and may in the future face, allegations that we or parties indemnified by us, or our or their respective products or services, have infringed, misappropriated or otherwise violated the trademarks, patents, copyrights, trade secrets or other intellectual property rights of third parties. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. We may not be able to successfully settle or otherwise resolve such adversarial proceedings or litigation. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or to continue claims, regardless of whether such claims have merit, which can be time-consuming, divert management’s attention and financial resources and be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing products, obtain licenses or modify our products or trademarks while we develop non-infringing substitutes. Otherwise, we may incur substantial damages or settlement costs, or face a temporary or permanent injunction prohibiting us from marketing or providing the affected products. If we require a third-party license, it may not be available on reasonable terms or at all. We may also have to redesign our products and trademarks so they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time.

Loss of our trade secret recipes could adversely affect our sales.

We derive significant competitive benefit from the fact that our doughnut recipes and formulations are trade secrets. Although we take reasonable steps to safeguard our trade secrets, should they become known to competitors, our competitive position could suffer substantially. Furthermore, trade secrets can be difficult to protect. We seek to protect our trade secrets and other know-how, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside contractors, consultants, advisors and other third parties. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information, including our recipes and formulations. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. Some courts inside and outside the United States are less willing or unwilling to protect trade secrets. In addition, others may independently discover our trade secrets and confidential information, and in such cases, we could not assert any trade secret rights against such parties.

Although we try to ensure that our employees, consultants, advisors and independent contractors do not use the confidential or proprietary information, trade secrets or know-how of others in their work for us, we may be subject to claims that we or these individuals have, inadvertently or otherwise, improperly used or disclosed intellectual property rights, confidential or proprietary information, trade secrets or know-how of any such individual’s current or former employer or other third party. Further, we may be subject to ownership disputes in the future arising, for example, from conflicting obligations of consultants or others who are involved in developing our products. We may also be subject to claims that former employees, consultants, independent contractors or other third parties have an ownership interest in our intellectual property rights. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

In addition, we cannot guarantee that we have entered into invention assignment agreements with each party that may have developed intellectual property rights for us. Individuals not subject to invention assignment

 

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agreements may make adverse ownership claims to our current and future intellectual property rights. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be insufficient or breached, and we may not be able to obtain adequate remedies for such breaches. We may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property rights. Additionally, to the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property rights owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition and results of operations.

Our reliance on third parties, including our franchisees and other licensees, may negatively impact our ability to protect our intellectual property.

Although we monitor and restrict third-party activities through our partnership and license agreements, third parties, including our franchisees and other licensees, may use, refer to, or make statements about our brands that do not make proper use of our trademarks, service marks or required designations, that improperly alter trademarks, service marks or branding, or that are critical of our brands or place our brands in a context that may tarnish their reputation. This may result in dilution or tarnishment of our intellectual property. It is not possible for us to obtain registrations for all possible variations of our branding in all territories where we operate. Third parties may seek to register or obtain registration for domain names and trademarks involving localizations, variations, and versions of certain branding tools, and these activities may limit our ability to obtain or use such rights in such territories. Franchisee, licensee and other third-party noncompliance with the terms and conditions of our partnership or license agreements may reduce the overall goodwill of our brands, whether through the failure to meet health and safety standards (including with respect to additional sanitation protocols and guidelines in connection with the COVID-19 pandemic), engage in quality control or maintain product consistency, or through the participation in improper or objectionable business practices.

Moreover, unauthorized third parties may conduct business using our intellectual property to take advantage of the goodwill of our brands, resulting in consumer confusion or dilution. Any reduction of our goodwill, consumer confusion, or dilution is likely to impact sales, and could materially and adversely impact our business and operating results.

Risks Related to this Offering and Our Common Stock

An active trading market for our common stock may never develop or be sustained.

Prior to this offering, there has been no public market for our common stock. Although our common stock has been approved for listing on Nasdaq, an active trading market for our common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our common stock does not develop or is not maintained, the liquidity of our common stock, your ability to sell your shares of common stock when desired and the prices that you may obtain for your shares of common stock will be adversely affected. Additionally, upon the completion of this offering and the Distribution, JAB will beneficially own approximately 38.0% of our common stock through its affiliates (or approximately 37.0% if the underwriters exercise their option to purchase additional shares of common stock in full), prior to giving effect to any purchase by JAB of shares in this offering, which may inhibit the development and maintenance of an active trading market. An inactive trading market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

JAB and Olivier Goudet have agreed to purchase approximately $100 million and $5 million, respectively, of shares of common stock in this offering at a price equal to the price paid by the public, less the underwriting discount. After the completion of this offering, Mr. Goudet and JAB will beneficially own approximately 1.16%

 

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and 41.6%, respectively (or approximately 1.13% and 40.5%, respectively, if the underwriters exercise their over-allotment option in full) of our common stock following this offering and the use of proceeds therefrom. Moreover, the shares purchased by JAB and Mr. Goudet will be subject to a 180-day lock-up restriction.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The initial public offering price of our common stock will be determined by negotiation between us and the representatives of the underwriters based on a number of factors and may not be indicative of prices that will prevail in the open market following the completion of this offering. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

 

  

variations in our quarterly operating results or our operating results failing to meet the expectations of securities analysts or investors in a particular period;

 

  

changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts;

 

  

the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock after this offering;

 

  

additions to, or departures of, key management personnel;

 

  

any increased indebtedness we may incur in the future;

 

  

announcements or actions taken by JAB as our principal stockholder;

 

  

actions by institutional stockholders;

 

  

litigation and governmental investigations;

 

  

operating and stock performance of other companies that investors deem comparable to us (and changes in their market valuations) and overall performance of the equity markets;

 

  

speculation or reports by the press or investment community with respect to us or our industry in general;

 

  

increases in market interest rates that may lead purchasers of our shares to demand a higher yield;

 

  

announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments;

 

  

sales of substantial amounts of our common stock by JAB or other significant stockholders or our insiders, or the expectation that such sales might occur;

 

  

volatility or economic downturns in the markets in which we, our franchisees and our customers are located caused by pandemics, including the COVID-19 pandemic, and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics; and

 

  

general market, political and economic conditions, in the insurance industry in particular, including any such conditions and local conditions in the markets in which any of our customers are located.

These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been

 

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instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Future offerings of debt or equity securities by us may materially adversely affect the market price of our common stock.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. In addition, we may seek to expand operations in the future to other markets which we would expect to finance through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. See “Description of Capital Stock.”

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

After this offering and the share repurchase, there will be 163,595,515 shares of common stock outstanding (or 168,007,279 shares outstanding if the underwriters exercise their option to purchase additional shares of common stock in full). Of our issued and outstanding shares, only the 29,411,765 shares of common stock sold in this offering (or 33,823,529 shares if the underwriters exercise the option to purchase additional shares of common stock in full) will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 (“Rule 144”) under the Securities Act. Following the completion of this offering and the Distribution, approximately 38.0% of our outstanding common stock (or 37.0% if the underwriters exercise their option to purchase additional shares of common stock in full) will be held by an affiliate of JAB and can be resold into the public markets in the future in accordance with the requirements of Rule 144, subject to the lock-up agreements described below. The sale by JAB’s affiliate of a substantial number of shares after this offering, or a perception that such sales could occur, could significantly reduce the market price of our common stock. See “Shares Eligible For Future Sale.”

We and our executive officers and directors and substantially all of our stockholders, including JAB, have agreed with the underwriters that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any common stock or any securities convertible into or exercisable or exchangeable for common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of common stock, or cause a registration statement covering any common stock to be filed, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, in their sole discretion, may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time. See “Underwriting (Conflicts of Interest).”

 

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In addition, following the completion of this offering, we will have the Investors’ Rights Agreement with JAB, that will provide for registration rights beneficially owned by JAB and such holders following this offering with respect to shares of our common stock. Substantial sales of such shares could significantly reduce the market price of our common stock. See “Certain Relationships and Related Party Transactions – Investors’ Rights Agreement.”

The market price of our common stock may decline significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

The future issuance of additional common stock in connection with our incentive plans or otherwise will dilute all other stockholdings.

After this offering, assuming the underwriters exercise their option to purchase additional shares of common stock in full, we will have an aggregate of 122,176,991 shares of common stock authorized but unissued and not reserved for issuance under our incentive plans. We may issue all of these shares of common stock without any action or approval by our stockholders, subject to certain exceptions. Any common stock issued in connection with our incentive plans, the exercise of outstanding stock options or otherwise would dilute the percentage ownership held by the investors who purchase common stock in this offering.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share issued and outstanding immediately after this offering. Therefore, if you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $22.00 in the net tangible book value per share.

We will have broad discretion in the use of a significant part of the net proceeds from this offering and may not use them effectively.

Our management currently intends to use the net proceeds from this offering in the manner described in “Use of Proceeds” and will have broad discretion in the application of a significant part of the net proceeds from this offering. The failure by our management to apply these funds effectively could affect our ability to operate and grow our business.

We may be unable to pay dividends on our common stock.

Following the closing of this offering, we intend to pay cash dividends on our common stock on a quarterly basis, subject to the discretion of our board of directors and our compliance with applicable law, and depending on our results of operations, capital requirements, financial condition, business prospects, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors deems relevant. See “Dividend Policy.”

Our ability to pay dividends may also be restricted by the terms of our existing debt agreements, or any future debt or preferred equity securities. Our dividend policy entails certain risks and limitations, particularly with respect to our liquidity. By paying cash dividends rather than investing that cash in our business or repaying any outstanding debt, we risk, among other things, slowing the expansion of our business, having insufficient cash to fund our operations or make capital expenditures or limiting our ability to incur borrowings. Our board of directors will periodically review the cash generated from our business and the capital expenditures required to finance our growth plans and determine whether to modify the amount of regular dividends and/or declare any periodic special dividends. There can be no assurance that our board of directors will not adjust the amount or timing of regular cash dividends or cause us to cease paying dividends altogether.

 

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In addition, we are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends, if any, is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. An inability of our subsidiaries to generate sufficient cash flow from operations may prevent us from making dividends on our common stock.

General Risks

The London Interbank Offered Rate calculation method may change and LIBOR is expected to be phased out after 2021.

Interest on our 2019 Facility (as defined below), which is scheduled to mature in 2029, may be calculated based on the London Interbank Offered Rate (LIBOR). On July 27, 2017, the U.K.’s Financial Conduct Authority (the authority that administers LIBOR) announced that it intends to phase out LIBOR by the end of 2023. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or if alternative rates or benchmarks will be adopted. Changes in the method of calculating LIBOR, or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest rates and result in higher borrowing costs. This could materially and adversely affect our results of operations, cash flows, and liquidity. We cannot predict the effect of the potential changes to LIBOR or the establishment and use of alternative rates or benchmarks. We may need to renegotiate our credit facility or incur other indebtedness, and changes in the method of calculating LIBOR, or the use of an alternative rate or benchmark, may negatively impact the terms of such renegotiated credit facility or such other indebtedness. If changes are made to the method of calculating LIBOR or LIBOR ceases to exist, we may need to amend certain contracts and cannot predict what alternative rate or benchmark would be negotiated. This may result in an increase to our interest expense.

If tax laws change or we experience adverse outcomes resulting from examination of our income tax returns, it could adversely affect our results of operations.

We are subject to federal, state and local income taxes in the United States and in foreign jurisdictions. Our future effective tax rates and the value of our deferred tax assets could be adversely affected by changes in tax laws, including impacts of the Tax Cuts and Jobs Act of Public Law No. 115-97 and the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the consequences of which have not yet been fully determined. A number of the jurisdictions we currently operate in, including the United States, as well as a number of other countries and organizations such as the Organization for Economic Co-operation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business or require us to change the manner in which we operate our business.

In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities. Tax authorities are increasingly scrutinizing the tax positions of companies. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. Significant judgment is required in determining our worldwide provision for income taxes. Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition and results of operations.

Our annual effective income tax rate can change materially as a result of changes in our geographic mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities.

Our overall effective income tax rate is equal to our total tax expense as a percentage of total earnings before tax. However, income tax expense and benefits are not recognized on a global basis but rather on a

 

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jurisdictional or legal entity basis. Losses in one jurisdiction may not be used to offset profits in other jurisdictions and may cause an increase in our tax rate. Changes in the mix of earnings (or losses) between jurisdictions and assumptions used in the calculation of income taxes, among other factors, could have a significant effect on our overall effective income tax rate. Additionally, changes in tax laws and changes made by regulatory authorities could have a significant effect on our overall effective income tax rate.

The full realization of our deferred tax assets may be affected by a number of factors, including future earnings and the feasibility of on-going planning strategies.

We have deferred tax assets including federal, state and foreign net operating loss carryforwards, accruals not yet deductible for tax purposes, tax credits and other items. We have established valuation allowances to reduce the deferred tax assets related to U.S. federal tax credits, foreign and state and local net operating loss carryforwards, as well as foreign capital loss carryforwards to an amount that is more likely than not to be realized. Our ability to utilize the deferred tax assets depends in part upon our ability to generate future taxable income within each respective jurisdiction during the periods in which these temporary differences reverse or our ability to carryback any losses created by the deduction of these temporary differences.

Due to legal or regulatory changes, such as suspensions on the use of deferred tax assets and tax credits by certain jurisdictions, possibly with retroactive effect, our existing deferred tax assets and tax credits could expire or otherwise be unavailable to offset future income tax liabilities. For example, California temporarily suspended the use of certain net operating losses and tax credits to offset revenue losses associated with the COVID-19 pandemic. Other jurisdictions could also impose limitations on the use of certain deferred tax assets and tax credits.

We expect to realize the deferred tax assets over an extended period. If we are unable to generate sufficient future taxable income in the United States and/or certain foreign jurisdictions, or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets. Our effective tax rate would increase if we were required to increase our valuation allowances against our deferred tax assets.

If securities or industry analysts do not publish research or reports about our business or publish negative reports, our stock price could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one of more of these analysts ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock or if our reporting results do not meet their expectations, our stock price could decline.

Our amended and restated bylaws will contain exclusive forum provisions for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated bylaws, to the fullest extent permitted by law, will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any of our current or former directors, officers, stockholders, employees or agents to us or our stockholders; (iii) any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents arising out of or relating to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents governed by the internal affairs doctrine of the State of Delaware. As

 

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described below, this provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or Securities Exchange Act of 1934 (the “Exchange Act”), or rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and our amended and restated bylaws will provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Our decision to adopt such a federal forum provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our amended and restated bylaws will provide that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the federal forum provision; provided, however, that stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. These provisions may limit our stockholders’ ability to bring a claim in a judicial forum they find favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees and agents. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices. We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act, which could result in sanctions or other penalties that would harm our business.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company, including costs resulting from public company reporting obligations under the Securities Act, the Exchange Act, and regulations regarding corporate governance practices. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. We expect that we will need to hire additional accounting, finance, and other personnel in connection with our becoming, and our efforts to comply with the requirements of being, a public company, and our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that the rules and regulations applicable to us as a public company may make it more difficult and more expensive for us to obtain director and officer liability insurance, which could make it more difficult for us to attract and retain qualified

 

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members of our board of directors. We are currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. Any changes we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.

Pursuant to Sarbanes-Oxley Act Section 404, we will be required to furnish a report by our management on our internal control over financial reporting beginning with our second filing of an Annual Report on Form 10-K with the SEC after we become a public company. In order to maintain effective internal controls, we will need additional financial personnel, systems and resources. To achieve compliance with Sarbanes-Oxley Act Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Sarbanes-Oxley Act Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

To date, we have not conducted a review of our internal controls for the purpose of providing the reports required by these rules. During the course of our review and testing, we have in the past and may in the future, identify deficiencies and be unable to remediate them before we must provide the required reports. Furthermore, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We or our independent registered public accounting firm may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting, which could harm our operating results, cause investors to lose confidence in our reported financial information and cause the trading price of our stock to fall. In addition, as a public company we will be required to file accurate and timely quarterly and annual reports with the SEC under the Exchange Act. Any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our common stock from Nasdaq or other adverse consequences that would materially harm our business and reputation.

 

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REORGANIZATION

Prior to the date of the registration statement of which this prospectus forms a part, our wholly owned (excluding certain management equity interests) subsidiary, Krispy Kreme Holdings, Inc. (“KKHI”), will merge with and into the Company, with the Company being the surviving entity (the “Merger”). Following the effective date of the registration statement of which this prospectus forms a part, and immediately prior to the completion of this offering, we will effect a 1,745 -for-1 split of each outstanding share of our common stock (the “Stock Split”). The outstanding equity interests of KKHI, and outstanding management equity awards of KKHI will be exchanged for equivalent shares and awards of the Company, respectively.

Prior to the Merger, on June 10, 2021, KKHI entered into the Term Loan Facility in an initial aggregate principal amount of $500.0 million which will be required to be repaid within four business days of receipt of the net proceeds from the Company’s initial public offering. KKHI used all of the proceeds from the Term Loan Facility to pay a pro rata dividend to us and members of its management who, prior to the Merger, beneficially held equity interests in KKHI of approximately $457.7 million and $42.3 million, respectively. The Company used approximately $355.0 million of the proceeds from the dividend it received to repay the Related Party Notes, approximately $42.3 million to pay pro rata dividends to the management and directors of KKHI and the remaining approximately $102.7 million to redeem certain common stock held by its sole shareholder, KK G.P. The Company intends to use a portion of the net proceeds from this offering to repay all outstanding indebtedness under the Term Loan Facility. Prior to the Merger, any security interests granted by KKHI in connection with the Term Loan Facility will be terminated following the repayment of the Term Loan Facility. See “Use of Proceeds” for more information.

JAB has advised the Company that it is obligated to distribute, through its affiliate, approximately 62.7 million shares of the Company’s common stock, representing approximately 38.3% (or approximately, 37.3% if the underwriters excercise their over-allotment option in full) of our common stock following this offering and the use of proceeds therefrom, to its approximately 100 minority partners in the Distribution (together with the Merger, the Stock Split and the Term Loan Facility, the “Reorganization Transactions”), and that the Distribution will occur immediately following the consummation of this offering and the application of proceeds therefrom. The shares of common stock to be distributed in the Distribution will be subject to a lock up agreement in favor of the Underwriters for a period ending 180 days after the date of this prospectus. See “Underwriting (Conflict of Interest).”

JAB will not sell any shares of the Company’s common stock in this offering or the Distribution and its economic ownership in the Company will not change as a result of the Distribution. Subsequent to this offering and the Distribution, JAB will be an anchor shareholder of the Company, beneficially owning approximately 38.0% of the Company’s outstanding common stock, prior to giving effect to any purchase by JAB of shares in this offering. Following expiration of the lock up agreements, the Company’s public float is expected to be approximately 49.4% assuming no exercise of the underwriter’s over-allotment option and assuming no purchase of any shares of common stock by JAB or Mr. Goudet that they have indicated an interest in purchasing and no purchases are made through our directed share program. Following the Distribution, we will cease to be a “controlled company” within the meaning of the corporate governance standards of Nasdaq.

Additionally, substantially concurrently with the completion of this offering, we will amend the 2019 Facility in order to, among other things, provide for the pledge of the Company’s assets as security for, and the guarantee by the Company of, the payment of the obligations under the 2019 Facility, and to make certain other customary changes related to financial reporting requirements applicable to public companies.

Unless otherwise indicated, the information in this prospectus gives effect to the Reorganization Transactions.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information contained in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that relate to our plans, objectives, estimates and goals. Statements expressing expectations regarding our future and projections relating to products, sales, revenues, expenditures, costs and earnings are typical of such statements. Forward-looking statements are based on management’s beliefs, assumptions and expectations of our future economic performance, considering the information currently available to management. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “strive” or similar words, or the negative of these words, identify forward-looking statements. The inclusion of this forward-looking information should not be regarded as a representation by us, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

 

  

the impact of pandemics, including the COVID-19 pandemic, including demand for the Company’s products, illness, quarantines, government actions, facility closures, shop closures or other restrictions in connection with the COVID-19 pandemic, and the extent and duration thereof, related impact on our ability to meet customer needs and on the ability of third parties on which we rely, including our franchisees, suppliers, customers, contract manufacturers, distributors, to meet their obligations to us, the extent that government funding and reimbursement programs in connection with the COVID-19 pandemic are available to us, and the ability to successfully implement measures to respond to such impacts;

 

  

the quality of our and our franchised shop operations and changes in sales volume;

 

  

changes in consumer preferences and demographic;

 

  

adverse weather conditions, including those related to climate change;

 

  

unsuccessful implementation of important strategic initiatives;

 

  

risks arising from future acquisitions;

 

  

our success depends on our ability to compete with many food service businesses;

 

  

risks related to our reliance on key customers in our Branded Sweet Treat Line and DFD business channels;

 

  

risks related to our inability to successfully grow nationally and internationally;

 

  

our ability to execute on our omni-channel business strategy, including as we complete our legacy wholesale business evolution as a result of the transformation to DFD and the introduction of our Branded Sweet Treat;

 

  

the price and availability of raw materials needed to produce our indulgence products;

 

  

changes in customer preferences and perceptions;

 

  

our ability to compete across all aspects of our business;

 

  

our relationship with our customers, our key contractors and franchisees;

 

  

risks related to our information, technology and logistics systems and those of the third parties we do business with and rely upon;

 

  

political, economic, currency and other risks associated with our international operations;

 

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our ability to implement our acquire and integrate additional franchised locations;

 

  

risks related to the food service industry, including safety standards and standards regarding the protection of consumer information;

 

  

changes in labor relations or the effects of newly imposed government regulations; and

 

  

the other risks and uncertainties described under “Risk Factors.”

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

 

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USE OF PROCEEDS

We will receive net proceeds from this offering of approximately $466.3 million (or approximately $536.9 million if the underwriters exercise their option to purchase additional shares of common stock in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purpose of this offering is to provide us with additional capital including to allow us to reduce indebtedness, create a public market for our common stock and enable access to the public equity markets for us and our stockholders. We intend to use the net proceeds from this offering, together with cash on hand and borrowings under our revolving credit facility, as follows: (i) approximately $500.0 million to repay all of the outstanding indebtedness under the Term Loan Facility, (ii) approximately $20.3 million to repurchase approximately 1.3 million shares of common stock from certain of our executive officers at the price to be paid by the underwriters and (iii) approximately $16.5 million for payment of withholding taxes with respect to the RSUs vesting or for which vesting is accelerated in connection with this offering. This offering is not conditioned upon the completion of the share repurchase, but the share repurchase is conditioned upon completion of this offering.

On June 10, 2021, KKHI entered into a term loan facility by and among the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Term Loan Facility”), in an initial aggregate principal amount of $500.0 million (less estimated financing fees and expenses of $1.5 million). On June 17, 2021, KKHI borrowed $500.0 million under the Term Loan Facility. The Term Loan Facility matures on the earlier of (i) June 10, 2022 and (ii) four business days following the receipt of the net proceeds from this offering. The borrowings under the Term Loan Facility bear interest at a rate equal to LIBOR plus a margin of 2.60%. In addition, certain affiliates of the underwriters have also acted as lenders in connection with the Term Loan Facility for which they have received, and will receive, customary fees and expenses as consideration therewith.

An affiliate of J.P. Morgan Securities LLC, an underwriter of this offering, is the administrative agent and holds a portion of the outstanding balance of our Term Loan Facility and an affiliate of Morgan Stanley & Co. LLC, an underwriter of this offering, holds a portion of the outstanding balance of our Term Loan Facility, and as a result, such affiliates will receive a portion of the net proceeds of this offering following in connection with the repayment of all of the outstanding indebtedness under our Term Loan Facility. As a result of the foregoing, each of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, is deemed to have a “conflict of interest” within the meaning of Rule 5121 of FINRA. This offering is therefore being made in compliance with FINRA Rule 5121 and Wells Fargo Securities, LLC is assuming the responsibilities of acting as a “qualified independent underwriter” in preparing this prospectus supplement and conducting due diligence. Aside from its relative portion of the underwriting discount set forth on the cover page of this prospectus supplement, Wells Fargo Securities, LLC will not receive any fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify Wells Fargo Securities, LLC against liabilities incurred in connection with acting as the qualified independent underwriter, including liabilities under the Securities Act and the Exchange Act. No underwriter having a conflicting interest under FINRA Rule 5121 will sell to a discretionary account any security with respect to which the conflict exists, unless the member has received specific written approval of the transaction from the account holder and retains documentation of the approval in its records. See “Underwriting (Conflict of Interest) — Conflict of Interest.”

 

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DIVIDEND POLICY

Commencing on the fiscal quarter ending October 3, 2021 and subject to legally available funds, we intend to pay quarterly cash dividends on our common stock. We expect to pay an initial quarterly cash dividend of $0.035 per share for the quarter ending October 3, 2021, which is expected to be paid in October 2021. Thereafter, we expect to pay the dividend subsequent to the close of each fiscal quarter.

Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, including restrictive covenants contained in certain of our subsidiaries’ credit facilities, and such other factors as our board of directors may deem relevant. See “Risk Factors – Risks Relating to this Offering and our Common Stock – We may be unable to pay dividends on our common stock.”

Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

 

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of April 4, 2021:

 

  

on an actual basis;

 

  

on a pro forma basis giving effect to the Reorganization Transactions, other than the Distribution, and the other transactions as further described in note (1) below; and

 

  

on a pro forma as adjusted basis, after giving effect to the Reorganization Transactions (including the Distribution), the other transactions as further described in note (1) below and the sale by us of 29,411,765 shares of common stock in this offering at the initial public offering price of $17.00 per share, and after giving effect to repayment of the Term Loan Facility, the share repurchase, the payment of withholding taxes with the proceeds of this offering and additional borrowings under our revolving credit facility of $100.0 million in connection with this offering, as if they had occurred on April 4, 2021.

The following table is derived from and should be read together with the sections of this prospectus entitled “Use of Proceeds,” “Summary Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and accompanying notes included elsewhere in this prospectus.

 

   As of April 4, 2021 
   Actual   Pro Forma(1)   Pro Forma as
Adjusted  (1)(2)
 
   ($ in thousands, except share numbers) 

Cash and cash equivalents

  $50,650   $61,405   $89,527 
  

 

 

   

 

 

   

 

 

 

Debt:

      

2019 Credit facility –revolving credit facility(3)(4)

  $185,000   $40,945   $140,945 

2019 Credit facility – term loan(4)

   647,500    647,500    647,500 

Related Party Notes(5)

   350,147    —      —   

Term Loan Facility(6)

   —      500,000    —   

Finance lease obligations

   26,979    26,979    26,979 
  

 

 

   

 

 

   

 

 

 

Total debt

   1,209,626    1,215,424    815,424 
  

 

 

   

 

 

   

 

 

 

Common stock, par value $0.01 per share; 100,000 shares of common stock authorized, actual and 300,000,000 shares of common stock authorized, pro forma and pro forma as adjusted; 71,626 shares of common stock issued and outstanding, actual; 134,183,750 shares of common stock issued and outstanding, pro forma; 163,595,515 shares of common stock issued and outstanding, pro forma as adjusted

   1    1,342    1,636 

Preferred stock, par value $0.01 per share; 50,000,000 shares of preferred stock authorized, actual, pro forma and pro forma as adjusted; no shares of preferred stock issued and outstanding, actual, pro forma and pro forma as adjusted

   —      —      —   

Additional paid-in capital

   849,090    922,119    1,354,027 

Shareholder note receivables

   (18,228   (3,595   (3,595

Accumulated other comprehensive loss, net of tax

   1,630    1,630    1,630 

Retained deficit

   (145,256   (146,756   (150,336

Noncontrolling interest

   176,166    86,186    86,186 
  

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

   863,403    860,926    1,289,548 
  

 

 

   

 

 

   

 

 

 

Total capitalization

  $2,073,029   $2,076,350    2,104,972 
  

 

 

   

 

 

   

 

 

 

 

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(1)

The adjustments include the effect of (i) $144.1 million capital contribution from shareholder and minority investors, which was used to repay a portion of the 2019 Credit facility - revolving credit facility, (ii) $14.6 million shareholder note receivable settlement as described in Note 15 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, and (iii) $7.4 million receipt to settle the tax sharing agreement receivable as described in Note 11 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

(2)

Excludes certain grants of 512,207 options to purchase shares of our common stock and 414,918 restricted stock units to certain of our employees and directors in May 2021, prior to this offering. The estimated fair values of the options and RSUs granted were $29.1 million and $55.9 million, respectively. For more information see Note 15 to our audited consolidated financial statements included elsewhere in this prospectus.

(3)

The 2019 Credit Facility provides for up to $300.0 million of revolving borrowing capacity.

(4)

Excludes the impact of debt issuance costs of $5.0 million related to the 2019 Credit Facility.

(5)

For more information on the Related Party Notes, see “Certain Relationships and Related Party Transactions - Related Party Notes”

(6)

For more information on the Term Loan Facility, see “Reorganization.”

 

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DILUTION

If you invest in our common stock in this offering, you will experience immediate and substantial dilution in the net tangible book value per share of our common stock upon the completion of this offering.

As used in this “Dilution” section, (i) our pro forma net tangible book deficit per share is determined by dividing our pro forma net tangible book deficit (tangible assets less total liabilities) by the total number of our outstanding common stock that will be outstanding immediately prior to the closing of this offering but after giving effect to the Reorganization Transactions, other than the Distribution, as well as the other transactions as further described in note (1) below and (ii) our pro forma as adjusted net tangible book value per share of common stock represents pro forma net tangible book value divided by the number of shares of common stock outstanding immediately after giving effect to the Reorganization Transactions, as well as the other transactions as further described in note (1) below and the closing of this offering.

Our pro forma net tangible book deficit as of April 4, 2021, was approximately $(1,246.6) million, or approximately $(9.29) per share.

After giving effect to the sale of common stock in this offering at an initial public offering price of $17.00 per share, and after deducting estimated underwriting discounts and commissions and offering expenses, our pro forma as adjusted net tangible book value as of April 4, 2021 would have been approximately $(818.0) million, or approximately $(5.00) per share. This represents an immediate increase in the net tangible book value of $4.29 per share to existing stockholders and an immediate dilution (i.e., the difference between the offering price and the pro forma as adjusted net tangible book value after this offering) to new investors participating in this offering of $22.00 per share.

The following table illustrates the per share dilution to new investors participating in this offering:

 

Assumed initial public offering price per share

    $17.00 

Pro forma net tangible book deficit per share as of April 4, 2021 (1)

  $(9.29  

Increase per share attributable to new investors in this offering

   4.29   
  

 

 

   

Pro forma as adjusted net tangible book value per share (1)

   (5.00  
  

 

 

   

Dilution per share to new investors in this offering (2)

    $22.00 
    

 

 

 

 

(1)

The adjustments include the effect of (i) $144.1 million capital contribution from shareholder and minority investors, which was used to repay a portion of the 2019 Credit facility - revolving credit facility, (ii) and $14.6 million shareholder note receivable settlement as described in Note 15 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, and (iii) $7.4 million receipt to settle the tax sharing agreement receivable settlement as described in Note 11 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

(2)

Dilution is determined by subtracting pro forma as adjusted net tangible book value per share from the initial public offering price paid by a new investor.

 

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The following table summarizes on a pro forma as adjusted basis of 134,183,750, the total number of shares of common stock owned by our existing stockholders immediately prior to this offering and the use of proceeds therefrom and to be owned by the new investors in this offering, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by the new investors in this offering at $17.00, calculated before deducting estimated discounts and commissions and offering expenses:

 

   Shares Purchased  Total Consideration  Average Price
Per Share
 
   Number  Percentage  Amount   Percentage 

Our existing stockholders

  134,183,750   82.0 $1,330,596,200    72.7 $9.92 
        

New investors in this offering

  29,411,765   18.0 $500,000,005    27.3 $17.00 
  

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total

  163,595,515   100.0 $1,830,596,205    100 $11.19 
  

 

  

 

 

  

 

 

   

 

 

  

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our audited consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements” herein. Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” and elsewhere in this prospectus.

Overview

Krispy Kreme is one of the most beloved and well-known sweet treat brands in the world. Over its 83-year history, Krispy Kreme has developed a broad consumer base, selling 1.3 billion doughnuts across 30 countries in fiscal 2020. We are an omni-channel business operating through a network of doughnut shops, partnerships with leading retailers, and a rapidly growing e-Commerce and delivery business. We believe that we have one of the largest and most passionate consumer followings today, exemplified by the over 38 billion total media impressions generated by Krispy Kreme in fiscal 2020. As an affordable indulgence enjoyed across cultures, races, and income levels, we believe that Krispy Kreme has the potential to deliver joyful experiences across the world.

Krispy Kreme doughnuts are world-renowned for their freshness, taste and quality. Our iconic Original Glazed doughnut is universally recognized for its melt-in-your-mouth experience. One differentiating aspect of the Original Glazed® doughnut is its ability to be served hot. In our Hot Light Theater Shops, we produce fresh Original Glazed doughnuts right in front of our guests and turn on our iconic “Hot Now” light to let the world know that our doughnuts are hot and ready. We dedicate ourselves to providing the freshest and most awesome doughnut experience imaginable, with 73% of our surveyed customers, in a 2021 survey conducted by the Company, reporting that if they could eat only one doughnut brand for the rest of their life, they would choose Krispy Kreme.

On July 27, 2016, Krispy Kreme Doughnuts, Inc. (“KKDI”), our predecessor, was acquired by JAB Beech, Inc., an indirect controlled subsidiary of JAB, at which time KKDI’s common stock ceased trading on the New York Stock Exchange (the “JAB Acquisition”).

Since the JAB Acquisition, we have transformed our business and re-focused our strategy to grow our presence and expand our consumer reach. This is exemplified by the development of our omni-channel business model, which levers our Hot Light Shops to provide an experiential consumer experience and produce doughnuts for our fresh retail, DFD, e-Commerce and delivery, ensuring that our consumers are able to access our products in numerous ways. A critical component of this re-imagined access to consumers has been the evolution of our legacy wholesale business. We transitioned to our DFD business in the United States which previously consisted of longer shelf-life Original Glazed doughnuts, that we believe were not representative of the freshness and quality that we and our customers expect from the Krispy Kreme brand. Over the past few years, we have started to fully transition to a DFD model that is enabled by our Hot Light Theater Shops and Doughnut Factories. We have also introduced our Branded Sweet Treat Line offered through grocery, mass merchandise and convenience retail locations, which launched in mid-2020. We believe the transformed DFD model and new Branded Sweet Treat Line provide a superior customer experience and has led to greater demand from our retail partners and higher sales per DFD point of access.

We have also acquired and integrated a number of our formerly franchised operations, granting us more direct control and the ability to integrate acquired locations into our Hub & Spoke network. Our acquisition of a controlling interest in Insomnia in September 2018 additionally added a complementary rapidly growing sweet treat brand to our portfolio, presenting us with additional growth opportunities by leveraging our distribution scale and know-how.

 

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As of April 4, 2021, we had approximately 1,706 Krispy Kreme and Insomnia branded shops and 7,371 DFD doors for a total of 9,077 global points of access with consumers in 30 countries around the world, of which 7,841 were controlled and operated by us and 1,236 were franchised. See “ – Key Factors Effecting Our Results and Prospects – Expanding our geographic footprint and consumer points of access by leveraging our omni-channel business model” for detail on our global points of access.

The following table presents a summary of our financial results for the periods indicated:

 

   Quarters Ended  Fiscal Years Ended 
(in thousands except
percentages)
  April 4,
2021

(Q1 2021)
  March 29,
2020
(Q1 2020)
  Q1 2021
vs

Q1 2020
  January 3,
2021 (Fiscal
2020)
  December 29,
2019

(Fiscal
2019)
  December 30,
2018

(Fiscal
2018)
  Fiscal
2020 vs
Fiscal
2019
  Fiscal
2019 vs
Fiscal
2018
 

Total Net Revenues

  $321,809  $261,216   23.2 $1,122,306  $959,408  $795,883   17.0  20.5

Net Loss

   (378  (10,948  -96.5  (60,940  (34,001  (12,439  -79.23  -173.34

Adjusted Net Income(1)

   17,626   11,111   58.6  42,346   39,749   49,604   6.5  -19.9

Adjusted EBITDA(1)

   46,403   36,444   27.3  145,434   146,384   124,247   -0.6  17.8

 

(1)

Refer to “About this Prospectus – Non-GAAP Financial Measures” and “Prospectus Summary – Summary Historical Consolidated Financial Information” above for more information as to how we define and calculate Adjusted EBITDA and Adjusted Net Income and for a reconciliation of Adjusted EBITDA and Adjusted Net Income to net loss, the most comparable GAAP measure.

Basis of Presentation

We operate and report financial information on a 52- or 53-week fiscal year ending on the Sunday closest to December 31. This prospectus reflects our results of operations for the 53-week period ended January 3, 2021 (“fiscal 2020”) and the 52-week periods ended December 29, 2019 (“fiscal 2019”) and December 30, 2018 (“fiscal 2018”), respectively. This prospectus also reflects our results of operations for the quarters ended April 4, 2021 (“Q1 2021” or “the first quarter of fiscal 2021”) and March 29, 2020 (“Q1 2020” or “the first quarter of fiscal 2020”). In a 52-week fiscal year, each of the Company’s quarterly periods comprises 13 weeks. The additional week in a 53-week fiscal year is added to the fourth fiscal quarter, resulting in a 14-week quarter. Accordingly, fiscal 2020 reflects an extra week of revenue and expenses relative to fiscal 2019 and fiscal 2018. Q1 2021 and Q1 2020 were both 13 week periods.

We conduct our business through the following three reported segments:

 

  

U.S. and Canada: reflects all of our company-owned operations in the United States and Canada, including our Krispy Kreme and Insomnia shops, DFD and our Branded Sweet Treat Line.

 

  

International: reflects all of our Krispy Kreme company-owned operations in the U.K. and Ireland (“U.K./Ireland”), Australia, New Zealand and Mexico.

 

  

Market Development: reflects our franchise operations across the globe. It also includes our company-owned operations in Japan, which belonged to a franchise that we acquired in December 2020 (“KK Japan”). Our franchise operations include franchisee royalties and sales of doughnut mix, other ingredients, supplies and doughnut-making equipment to franchisees.

We use Adjusted EBITDA as our segment measure of profit and loss pursuant to Accounting Standards Codification (“ASC”) Topic 280. The accounting policies used for internal management reporting at the operating segments are consistent with those described in Note 1 to our audited consolidated financial statements included elsewhere in this prospectus. Refer to Note 18 to our audited consolidated financial statements included

 

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elsewhere in this prospectus for a summary of our segment results and a reconciliation between segment Adjusted EBITDA and our consolidated net loss.

Our Omni-Channel Model

We believe our omni-channel model, enabled by our Hub & Spoke approach, allows us to maximize our market opportunity while ensuring control and quality across our suite of products. We apply a tailored approach across a variety of distinct shop formats to grow in discrete, highly attractive and diverse markets, and maintain brand integrity and scarcity value while maximizing significant untapped consumer demand. The production capacity of our Hot Light Theater Shops and Doughnut Factories (“Hubs”) allow us to leverage our investment by efficiently expanding to our consumers wherever they may be – whether in a local Fresh Shop, in a grocery or convenience store, on their commute home or directly to their doorstep via home delivery.

Hub & Spoke

 

  

Hot Light Theater Shops and other Hubs – Immersive and interactive experiential shops which provide unique and differentiated customer experiences while serving as local production facilities for our network. These locations serve as Hubs to enable our Hub & Spoke model and expand our brand’s reach. Each shop features our famous glaze waterfalls and “Hot Now” light that communicate the joy and emotion at the core of our brand. Hot Light Theater Shops are typically destination locations, with 87% of U.S. locations featuring drive-thru capability. Our flexible drive-thru model offers a convenient off-premise experience which accounted for 46% and 64% of U.S. doughnut shop sales in fiscal 2019 and 2020, respectively. We also have smaller Mini-Hot Light Theater Shops that serve hot doughnut experiences to high foot fall, urban locations. In higher density urban environments, we also utilize Doughnut Factories to provide fresh doughnuts to Spoke locations, which include Fresh Shops and DFD doors.

 

  

Fresh Shops – Smaller doughnut shops and kiosks, without manufacturing capabilities, selling fresh doughnuts delivered daily from Hub locations. Fresh Shops expand our consumer-serving capacity, while maintaining quality and scarcity value.

 

  

Delivered Fresh Daily – Krispy Kreme branded doughnut cabinets within high traffic grocery and convenience locations, selling fresh doughnuts delivered daily from Hub locations. Through our DFD partnerships, we are able to significantly expand our points of access so that more consumers can experience Krispy Kreme doughnuts. These additional Spoke locations further leverage our manufacturing Hub locations, creating greater system efficiency. Consistent with our commitment to product quality, our current DFD business has been transformed materially from our legacy wholesale model. In 2018, we began strategically exiting unprofitable, low-volume doors and pivoting towards delivered-fresh-daily products offered in branded in-store cabinets. This evolution, which had a negative short-term financial impact, was largely completed in 2020 and we believe positions us for strong and sustainable growth in DFD.

 

  

e-Commerce and Delivery – Fresh doughnuts for pickup or delivery, ordered via our branded e-Commerce platforms or through third-party digital channels. In the United States and Canada our branded e-Commerce platform enables attractive opportunities like gifting and office catering, further fueling our momentum across key geographies. For fiscal 2020, 18% of our U.S. sales, inclusive of Insomnia and exclusive of our Branded Sweet Treat Line and DFD, were digital and we aim to grow this significantly in the next few years, both domestically and internationally. The acquisition of Insomnia allowed us to further develop our e-Commerce business by leveraging Insomnia’s expertise and capabilities to accelerate Krispy Kreme’s digital opportunity.

Branded Sweet Treat Line

Our Krispy Kreme branded sweet treat line offers a delicious, quality experience free of artificial flavors. This new line of products is distributed in the United States through major grocery, mass merchandise, and

 

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convenience locations, allowing us to capture the sweet snacking occasion for our customers seeking more convenience. Our Branded Sweet Treat Line, alongside our DFD business channel, are both the products of our legacy wholesale business evolution.

Significant Events and Transactions

COVID-19 Impact

The COVID-19 pandemic has, to date, impacted our business both positively and negatively. From the onset of the COVID-19 pandemic, our first priority has been ensuring the health and safety of our employees, partners and consumers and compliance with applicable health and safety regulations. Among other measures taken in response to the COVID-19 pandemic, we closed lobby dining at our open shops in March of 2020 and offered only pick up, take out, drive thru and contact-less delivery and implemented enhanced safety protocols, including an additional sanitation regime, “one-way” only foot traffic, installation of “sneeze” guards and a glove and mask policy. During the second quarter of fiscal 2020, we began to re-open certain lobby dining, in accordance with applicable regulatory requirements.

The COVID-19 pandemic also resulted in the temporary closure of certain Krispy Kreme shops, with the most significant temporary closures occurring internationally including the U.K./Ireland, Australia and Mexico. For example, by the end of first quarter of fiscal 2020, all of our 122 U.K./Ireland shops were closed and approximately 40% of our international franchise shops were closed as a result of the COVID-19 pandemic with our U.K./Ireland shops remaining closed for a minimum of six weeks and the other international shop closures spanning a variety of durations. A second wave of closures impacted some of our U.K./Ireland shops in November 2020, following a short period of reopening. We also permanently closed 17 company-owned shops in the U.K./Ireland, Australia and Mexico, resulting in approximately $6.3 million in closing-related costs in fiscal 2020. Almost all of these shop closures were due to impacts from the COVID-19 pandemic. Many of our Fresh Shop locations in shopping centers, airports or business districts around the world were heavily impacted by the pandemic even if they weren’t forced to close due to the traffic declines in those areas. In addition, the timing of the pandemic, and the resulting decline in tourism and increase in remote work, delayed the opening of our New York City flagship Hot Light Theater Shop, resulting in losses for an extended period and a headwind to our planned sales growth for fiscal 2020.

Conversely, our COVID-19 mitigation measures had a better than expected impact in many cases. For example, we accelerated the rollout of Krispy Kreme’s e-Commerce and delivery platform in the United States, which was officially launched in February 2020 after earlier pilots. Our e-Commerce and delivery sales expanded significantly across the globe in fiscal 2020, reflecting our efforts and shifts in consumer behavior in response to the COVID-19 pandemic, accounting for approximately 17% of our U.S. sales, inclusive of Insomnia and exclusive of our Branded Sweet Treat Line and DFD for fiscal 2020. e-Commerce continues to be a growing part of our omni-channel business in fiscal 2021. In addition, with drive-thrus at many of our doughnut shops, we were well positioned to provide convenient pick-up options to customers through the COVID-19 pandemic. Over the course of the COVID-19 pandemic we saw a significant expansion of drive-thru utilization and we realized significant sales increases at most drive-thru capable locations.

In our U.S. and Canada segment, sales experienced a substantial decline through March 2020 as a result of shop closures and changes in consumer behavior, but began their recovery in April 2020, fueled by consumer adoption of digital channels and our promotions. Positive quarter-over-quarter organic revenue growth continued in each subsequent quarter in fiscal 2020. In our International segment, sales were slower to recover, beginning with a decline in March 2020 that lasted or recurred throughout the remainder of the year, particularly in our European markets. The most significant impact in Europe was felt in the second quarter of fiscal 2020, as our entire U.K./Ireland market was shut for approximately six weeks, leading to substantial lost revenue and profits, and this market has not yet recovered to pre-pandemic levels.

As of the end of the first quarter of 2021, all Krispy Kreme shops in the U.S. and Canada were operational with approximately 68% of these shops open for lobby dining. All Insomnia shops were also operational

 

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throughout the first quarter of fiscal 2021. The U.S. and Canada Krispy Kreme business benefited in the first quarter of fiscal 2021 from strong operational execution, e-Commerce expansion, media campaigns and product innovation. In addition to similar strong performance in these areas for Insomnia, our cookie business benefited from expansion of nationwide shipping which occurred throughout the last three quarters of fiscal 2020 and has continued into fiscal 2021. In March 2021, we offered a free doughnut to anyone in the U.S. who received their COVID-19 vaccination. The promotion was highly successful in driving incremental demand and surpassed 7.6 billion earned media impressions and over 5,300 media placements in the first ten of the initiative alone.

As of the end of the first quarter of 2021, approximately 96% of global shops were operational, including all shops in Mexico, Australia and New Zealand. However, some geographies remained impacted with 43 international franchise shops and 34 U.K./Ireland shops still temporarily closed as of the end of the first quarter of 2021.

We believe we emerged from the COVID-19 pandemic a stronger and more resilient company, with a more complete understanding of how to reach our customers effectively. This led to positive organic growth despite shop closure disruption. While we are optimistic and believe we will continue to show such resiliency, we plan to continue evaluating the impact of the pandemic and responding dynamically to any new challenges it may present. For more information, see “Risk Factors – Risks Related to Our Business and Industry – Public health outbreaks, epidemics or pandemics, including the global COVID-19 outbreak, have disrupted and may continue to disrupt, our business, and could materially affect our business, results of operations, and financial condition.”

Strategic Acquisitions

Franchises

From the start of fiscal 2018 through the end of the first quarter of 2021, we have invested $465.6 million to acquire a significant number of our franchised Krispy Kreme shops, completing transactions with 24 franchisees to acquire control of 165 shops in the United States and 304 shops internationally. In certain circumstances, our existing franchisees may retain a minority stake in the franchise shops we acquire and continue to participate in the operation of the applicable shops. Such arrangements are entered into on a case-by-case basis. We believe increasing control in our system has allowed us to more rapidly and efficiently deploy our omni-channel model. As of the end of the first quarter of 2021, our company-owned shops in the United States and Canada accounted for approximately 84% of Krispy Kreme’s branded sales based on the sales in the final month of the quarter defined as total product sales from company-owned and franchise shops (which excludes our sales of doughnut mix and other supplies to franchisees) in these countries. Internationally, we have generally focused on acquiring franchise shops in our largest and most strategic growth markets, including the U.K./Ireland, Mexico and Australia, among others, which we believe provide a strong base for future organic growth. Over one-third of all of Krispy Kreme’s global sales are generated outside of the United States.

We recognize substantially higher revenue for a company-owned shop compared to a franchise shop, from which we generally earn only royalties and fees based on a percentage of sales and sales of doughnut mix and other supplies. Accordingly, we expect our franchise acquisition strategy to accelerate our total net revenue growth, which will be reflected in higher U.S. and Canada or International segment revenue, depending on the location of the acquired shops, and partially offset by lower Market Development segment revenue. In general, our franchisees in the United States and Canada purchase substantially all of their supplies from us, whereas internationally certain supplies (for example, packaging) are typically sourced locally by franchisees. Additionally, certain of our franchise group acquisitions, particularly from some of our strongest franchise operators, were structured as majority-stake partnerships, with the former franchisees retaining minority stakes, resulting in increased minority interest in the profits or losses of those operations. Decisions to pursue majority-stake partnerships over full acquisitions were largely driven by considerations of operational efficiency, with such majority-stake partners selected based on their franchised shops’ historical performance compared to other franchisees.

 

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Shops governed under our majority-stake partnerships perform at or above the levels of our company-owned shops. We strategically decide to enter into majority-stake partnerships with operators who demonstrate various core competencies that we identify. Individual acquired shops have generally performed better in terms of product sales following acquisition by us compared to their performance prior to acquisition. Such performance improvements are typically driven by the shops’ integration into our omni-channel model. Our majority-stake partnerships and franchise acquisitions have contributed significantly to our growth over the last three fiscal years and future franchise acquisitions are expected to contribute materially to our revenue growth. They have also impacted the comparability of our results between periods. See “About this Prospectus — Non-GAAP Financial Measures—Organic Revenue Growth” above.

Insomnia Cookies

In September 2018 we acquired a 74.7% interest in Insomnia, which operates in our U.S. and Canada segment and has contributed significantly to our e-Commerce and delivery performance in the U.S. since its acquisition. We consolidate the financial results of Insomnia and deduct the noncontrolling interest’s share of its results from operations in net income attributable to noncontrolling interest.

U.S. Legacy Wholesale Business Evolution

Our legacy wholesale business in the United States has evolved in the last few years. In fiscal 2018, we began the transition to our DFD business by exiting unprofitable, low-volume doors. Then, in the second half of 2019, we implemented a DFD model that is enabled by our Hot Light Theater Shops and Doughnut Factories. We also introduced our new Branded Sweet Treat Line, which launched in mid-2020. The new Branded Sweet Treat Line was launched exclusively in Walmart in fiscal 2020 and consists of multiple varieties of Doughnut Bites and Mini Crullers that provide a premium line of packaged, shelf-stable cake doughnut products giving consumers more opportunities to enjoy our high-quality sweet treats. The one-time costs of our evolution to DFD and the introduction of our Branded Sweet Treat Line were $4.1 million and $20.5 million in fiscal 2019 and fiscal 2020, respectively, relating to consulting and advisory fees, personnel transition costs, and network conversion and set-up costs. This evolution also resulted in declines in sales of legacy products, which offset otherwise stronger organic revenue growth for our U.S. and Canada segment. This evolution was largely completed in fiscal 2020, and we believe it positions us for strong and sustainable growth in both DFD and our Branded Sweet Treat Line.

Key Factors Affecting Our Results and Prospects

Since the JAB Acquisition, we have transformed our business and focused our strategy on growing our revenue and cash flows through our transformed omni-channel model aimed at attracting new consumers and increasing the frequency with which our consumers indulge in our sweet treats. Our Hub & Spoke approach also facilitates the organic growth of our geographic footprint and the integration and profitability of our acquired franchises. We expect the success of this business model to continue driving our results and growth prospects as a result of:

Increase trial and frequency

Almost all consumers desire an occasional indulgence, and when they indulge, they want a high quality, emotionally differentiated experience. We believe we have significant runway to be part of a greater number of shared indulgence occasions. On average, consumers visit Krispy Kreme less than three times per year, creating a significant frequency opportunity. The success of recently launched products including filled rings and minis, seasonal favorites and flavored glazes affirms our belief that our innovations create greater opportunities for consumers to engage with our brand. We intend to strengthen our product portfolio by centering further innovation around seasonal, and societal events, and through the development of new innovation platforms to drive sustained baseline growth. Our strategy of linking product launches with relevant events has allowed us to

 

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effectively increase consumption occasions while meaningfully engaging with our communities and consumers. Our gifting value proposition and Branded Sweet Treat Line’s products, which each fulfill distinct consumption occasions, will continue to make our brand and products more accessible and allow us to participate with greater frequency in small and large indulgent occasions.

Expand our omni-channel network in new and existing markets

We will continue to leverage our proven omni-channel business model to expand our global points of access to consumers in new countries, cities and communities. From fiscal 2018 through April 4, 2021, we acquired 469 franchised shops. Our footprint of company-owned and franchised shops now spans 41 states and the District of Columbia in the United States, Canada and 28 other countries around the world. We have additionally identified key international whitespace market opportunities that we plan to expand our geographic footprint to, including China, Brazil, and parts of Western Europe. Shops opened in new markets are expected to consist of company-owned shops or entered via franchise operations, as we continue our plans to reduce our number of franchised shops.

The following table presents our global points of access with consumers, by segment and type, as of the end of the first quarter of 2021, first quarter of 2020, fiscal 2020, fiscal 2019 and fiscal 2018, respectively (for more information on global points of access, see “About this Prospectus – Key Performance Indicators”):

 

  Global Points of Access(1) 
  Quarters Ended  Fiscal Years Ended 
  April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

U.S. and Canada:

     

Hot Light Theater Shops

  236   176   229   175   131 

Fresh Shops

  59   47   47   45   25 

Cookie Shops

  191   174   184   168   146 

DFD doors (2)

  4,712   2,032(4)   4,137   2,288   2,606 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  5,198   2,429   4,597   2,676   2,908 

International:

     

Hot Light Theater Shops

  29   27   28   27   20 

Fresh Shops

  350   358   348   365   149 

DFD doors

  2,185   1,773(4)   1,986   1,849   1,730 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  2,564   2,158   2,362   2,241   1,899 

Market Development: (3)

     

Hot Light Theater Shops

  111   167   119   166   212 

Fresh Shops

  730   706   732   693   872 

DFD doors (2)

  474   382   465   264   35 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  1,315   1,255   1,316   1,123   1,119 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total global (as defined)

  9,077   5,842   8,275   6,040   5,926 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Hot Light Theater Shops

  376   370   376   368   363 

Total Fresh Shops

  1,139   1,111   1,127   1,103   1,046 

Total Cookie Shops

  191   174   184   168   146 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Shops

  1,706   1,655   1,687   1,639   1,555 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total DFD Doors

  7,371   4,187   6,588   4,401   4,371 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total global points of access (as defined)

  9,077   5,842   8,275   6,040   5,926 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)

Excludes Branded Sweet Treat Line distribution points and legacy wholesale business doors.

 

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(2)

DFD doors for both the U.S. and Canada and Market Development segments exclude legacy wholesale doors, which have been declining consistent with our strategy to evolve our legacy wholesale business to focus on the new DFD model and our new Branded Sweet Treat Line. As of January 3, 2021, December 29, 2019, and December 30, 2018, the legacy wholesale doors were 1,508, 4,693 and 4,590 for the U.S. and Canada segment, respectively, and 187, 1,919, and 2,378 for the Market Development segment, respectively. As of April 4, 2021 there were no legacy wholesale doors remaining for the U.S. and Canada and the Market Development segments.

(3)

Includes locations in Japan, which were acquired in December 2020 and are now company-owned. As of the end of the first quarter of fiscal 2021, there were three Hot Light Theater Shops, 45 Fresh Shops and 31 DFD doors in Japan operating. As of the end of fiscal 2020, there were three Hot Light Theater Shops, 40 Fresh Shops and 24 DFD doors in Japan operating. All remaining points of access in the Market Development segment relate to our franchisee business.

(4)

DFD doors are determined as those with sales in the last seven days at the end of each period. Due to temporary closures related to the COVID-19 pandemic there was a decline in DFD doors as of the end of the first quarter of fiscal 2020 compared to the end of fiscal 2019.

We believe that our opportunities for geographic expansion and increased points of access with willing buyers are extensive and will drive sales growth, as recognition of our brand among consumers is substantially greater than their access to our shops and other points of sale.

Our total global points of access expanded as of the end of each fiscal year from 2018 to 2020 and for the first quarter of fiscal 2021. This expansion was driven by organic growth of our doughnut shops, which is a significant driver of our revenue growth, and growth of our DFD doors in the United States as part of the evolution of our legacy DFD business. New shop growth and DFD door growth was offset by the phase out of our legacy wholesale business which caused door reductions from 2018 to 2020 which are not included in the table above as our legacy DFD business has been largely exited and is not part of our future business strategy.

We plan to continue adding new DFD locations, growing from our current network of over 4,700 third-party retail locations through our U.S. and Canada segment and in over 2,100 such locations through our International segment (mainly in the U.K./Ireland and Australia), to expand the availability of our products to consumers, regardless of where they shop. Though not as accretive to sales growth as shops, we believe the strategy of DFD expansion to reach new customers is important to the long-term penetration of our brand and products in new markets. We have recently commenced our DFD offering in additional international markets, including Mexico, Japan and South Africa, which we believe creates an attractive long-term incremental growth opportunity. We also recently launched our Branded Sweet Treat Line, providing consumers with what we believe to be a superior line of packaged, shelf-stable products. We intend to continue to expand the distribution of our Sweet Treat Line’s products across the United States. In connection with such expansion plans we have invested in two manufacturing sites, one third-party and one company-owned, where we produce Branded Sweet Treat Line products for sale in the United States. We expect to make further capital expenditures as our Branded Sweet Treat Line increases in scale, which may include investing in additional production capacity.

We believe our Hub & Spoke approach, which is designed to support gradual urban and regional growth, offers lower risk opportunities to scale our presence in both existing and new markets. To continue to expand our global points of access effectively, we intend to invest in new Hubs that provide opportunity for expanded doughnut production and distribution where the demand exists and can continue to develop through opening of additional points of access. We plan to open new Hot Light Theater Shops in strategic locations to fuel growth across our other shops and distribution channels and to selectively grow our footprint in new and existing international markets, both through new company-owned shops and new franchises or majority-stake partnerships. In addition to Hot light Theater Shops we believe that opening Doughnut Factories in key urban markets will help scale our presence through expanding our capacity to produce doughnuts for the various points of access with consumers. The larger scale production and capacity of Doughnut Factories provides an opportunity to enhance supply and demand agility, realize efficiencies in labor and production expenses and seek lower rent locations for these non-customer facing production sites.

 

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The average new Hot Light Theater Shop takes approximately 60 weeks from lease signing to shop opening. The construction phase typically requires 10 to 36 weeks and costs between $2.4 million and $4.3 million, with the high end driven by differences in regional labor cost. Construction time and cost for shops supported by the Hot Light Theater Shop vary by location and shop type. For example, an urban inline Fresh Shop requires six to 40 weeks from signing to opening and we expect cost to build will be between $0.2 million and $1.5 million. We work with an established network of general contractors with direct oversight from our internal construction team.

The following table presents our Hubs, by segment and type, as of the end of each of the first quarter of 2021, the first quarter of 2020, fiscal 2020, fiscal 2019 and fiscal 2018, respectively:

 

   Quarters Ended   Fiscal Years Ended 
   April 4,
2021
   March 29,
2020
   January 3,
2021
   December 29,
2019
   December 30,
2018
 

U.S. and Canada:

          

Hot Light Theater Shops (1)

   232    175    226    174    130 

Doughnut Factories

   5    6    5    6    6 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   237    181    231    180    136 

Hubs with Spokes (as defined)

   113    88    113    76    53 

International:

          

Hot Light Theater Shops (1)

   27    27    27    27    18 

Doughnut Factories

   11    9    9    9    7 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   38    36    36    36    25 

Hubs with Spokes (as defined)

   38    36    36    36    25 

Market Development:

          

Hot Light Theater Shops (1)

   110    164    116    163    211 

Doughnut Factories

   25    25    26    26    26 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   135    189    142    189    237 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Hubs (as defined)

   410    406    409    405    398 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Hub counts include only Hot Light Theater Shops and do not include Mini Theaters.

For more information about Hubs, see “About this Prospectus – Key Performance Indicators.”

We utilize certain non-GAAP financial measures to assist in measuring the utilization of assets in our Hub and Spoke model. One such key key performance indicator is Fresh Revenue per Average Hub with Spokes, which is calculated using Fresh Revenue with Spokes divided by the average number of Hubs with Spokes in operation during the period. For a description of Fresh Revenue from Hubs with Spokes, and Fresh Revenue per Average Hub with Spokes, see “About this Prospectus — Non-GAAP Financial Measures.”

 

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Average Fresh Revenue per Hub with Spokes was as follows for each of the periods below:

 

  Fiscal Years Ended 
(in thousands) January 3,
2021
  December 29,
2019
  December 30,
2018
 

U.S. and Canada:

   

Revenue

 $782,717  $587,522  $443,563 

Non-Fresh Revenue (1)

  (128,619  (112,051  (125,684

Fresh Revenue from Insomnia and Hubs without Spokes (2)

  (323,079  (271,067  (156,778
 

 

 

  

 

 

  

 

 

 

Fresh Revenue from Hubs with Spokes

  331,019   204,404   161,101 

Fresh Revenue per Average Hub with Spokes (millions)

 $3.5  $3.2  $3.1 

International:

   

Fresh Revenue from Hubs with Spokes (3)

  230,185   223,115   185,840 

Fresh Revenue per Average Hub with Spokes (millions)

 $6.4  $8.3  $7.6 

 

(1)

Includes legacy wholesale business revenue and Branded Sweet Treat Line revenue.

(2)

Includes Insomnia revenue and Fresh Revenue generated by Hubs without Spokes.

(3)

Total International net revenue is equal to Fresh Revenue from Hubs with Spokes for that business segment.

Our U.S. market had undergone a transformation of our legacy wholesale business to DFD doors. As shown above, Fresh Revenue from Hubs with Spokes equals the Fresh Revenue derived from those Hubs currently producing product sold through Fresh Shops and/or DFD doors, but excluding Fresh Revenue derived from those Hubs not currently producing product sold through Fresh Shops and/or DFD doors. In the United States and Canada there are still Hubs not currently producing products sold through Fresh Shops and/or DFD doors and are therefore excluded from Fresh Revenue from Hubs with Spokes. Our International segment was originally established where all Hubs produced product sold through Fresh Shops and/or DFD doors and are therefore all included in Fresh Revenue from Hubs with Spokes.

In addition, we have substantially expanded our digital sales, which accounted for approximately 10.8% and 18.4% of U.S. retail sales in fiscal 2019 and 2020, respectively. For example, we are continuing to invest in our web- and app-based platforms and leveraging third-party last-mile logistics to expand our consumer reach. We applied the lessons learned from the acquisition and operation of our Insomnia brand, which had over 50% of its sales derived from e-Commerce, to accelerate our digital expansion in response to the challenges posed by the COVID-19 pandemic, resulting in substantial organic revenue growth in our U.S. and Canada segment. We will continue to invest in further digital innovation and expansion and believe this channel will continue to grow in importance.

Continue to Grow Insomnia

We intend to continue to build the presence of Insomnia’s platform in existing and new markets. We intend to leverage Insomnia’s dedicated following and expand its platform with younger consumers, growing its community of “Insomniacs” who love its crave-worthy products. With a “imagine what’s possible” mindset at the core of this brand, Insomnia plans to continue to expand its brand reach beyond college markets into additional major metropolitan communities, leveraging internal delivery capabilities to continue to build out its omni-channel network. Furthermore, with 54% of Insomnia’s sales coming from e-Commerce for fiscal 2020, we will continue to invest in expanding its digital audience and brand reach through extended delivery and nationwide shipping opportunities. We believe Insomnia’s delivery and digital capabilities keep it agile and continue to enable sales acceleration in the United States – as evidenced by the addition of 17 new shops in fiscal 2020 and the opening of seven new shops in the first quarter of 2021.

 

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Drive Additional Efficiency Benefits from Our Omni-Channel Execution

We are making focused investments in our omni-channel strategy to expand our presence efficiently while driving top-line growth and margin expansion. The Hub & Spoke model enables an integrated approach to operations, which is designed to bring efficiencies in production, distribution and supervisory management while ensuring product freshness and quality are consistent with our brand promise no matter where customers experience our doughnuts. To support the Hub & Spoke model in the United States, we are implementing new labor management systems and processes in our shops and new delivery route optimization technology to support our DFD logistics chain. In addition, we are launching a new demand planning system that is intended to improve service and to deliver both waste and labor efficiencies across all of our business channels, including production of our Branded Sweet Treat Line. We are also continuing to invest in our manufacturing capabilities to support growth of our Branded Sweet Treat Line by implementing new packing automation technology, which is intended to significantly increase productivity through labor savings and increased capacity.

Components of Revenues and Expenses

Product sales

Product sales include revenue derived from (1) the sale of doughnuts, cookies and complementary products on-premises and to DFD and Branded Sweet Treat Line customers and (2) the sale of doughnut mix, other ingredients and supplies and doughnut-making equipment to our franchisees.

Royalties and other revenues

Royalties and other revenues are derived primarily from ongoing royalties and advertising fees charged to franchisees, which are based on a percentage of franchisee net sales, development and initial franchise fees relating to franchise rights and new shop openings, and other revenue, including licensing revenues from our arrangement with Keurig for use in the manufacturing of portion packs for the Keurig brewing system.

Product and distribution costs

Product and distribution costs includes mainly raw material (principally sugar, flour, wheat, oil and their derivatives) and production costs (including labor) related to doughnuts, cookies, other sweet treats, doughnut mix, packaging, and logistics costs related to raw materials.

Operating expenses

Operating expenses consist of expenses primarily related to company-operated shops including payroll and benefit costs for service employees at company-operated locations, Hub & Spoke driver and delivery costs, rent and utilities, expenses associated with company operations, costs associated with procuring materials from suppliers and other shop-level operating cost.

Selling, general and administrative expenses

Selling, general and administrative expenses, or SG&A, include management and support personnel (including field personnel in corporate support functions), including salaries and benefits (including share-based compensation), marketing and advertising costs, travel, compliance, information technology and professional fees. We expect our operating expenses to increase in future periods, particularly as we continue to expand our operations globally, develop new products and enhancements for existing products and as we begin to operate as a public company, including as a result of costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, increased share based compensation expense related to grants of options to purchase shares of our common stock and restricted stock units to certain of our employees and directors in the second quarter of 2021, and increased expenses for insurance, investor relations and accounting expense.

 

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Pre-opening costs

Pre-opening costs include labor, rent, utilities and other expenses that are required as part of the setup and use of a new shop, prior to generating sales. Pre-opening costs also include costs to integrate acquired franchises back into the company-owned model, which typically occur with the relevant shop closed over a one to three-day period subsequent to acquisition. Pre-opening costs do not include expenses related to strategic planning (for example, new site lease negotiations), which are recorded in SG&A.

Other expenses, net

Other expenses, net include asset impairment charges, shop closing costs, gain or loss on disposal of assets, and other miscellaneous expenses and income.

Depreciation and amortization expense

Depreciation and amortization expense include depreciation of fixed assets and amortization of intangible assets which do not have indefinite lives.

Income tax expense

We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits within operations are recognized as a component of interest expense and other expenses.

Results of Operations

The following comparisons are historical results and are not indicative of future results which could differ materially from the historical financial information presented.

Quarter ended April 4, 2021 compared to the Quarter ended March 29, 2020

The following table presents our unaudited condensed consolidated results of operations for Q1 2021 and Q1 2020:

 

  Quarters Ended       
  April 4, 2021  March 29, 2020       
(in thousands except percentages)    % of
Revenue
     % of
Revenue
  Change 
  Amount  Amount  $  % 

Net revenue

      

Product sales

 $313,585   97.4 $251,536   96.3 $62,049   24.7

Royalties and other revenues

  8,224   2.6  9,680   3.7  (1,456  -15.0
 

 

 

   

 

 

   

 

 

  

 

 

 

Total net revenues

  321,809   100.0%   261,216   100.0%   60,593   23.2% 

Product and distribution costs

  79,997   24.9  68,148   26.1  11,849   17.4

Operating expenses

  147,541   45.8  115,779   44.3  31,762   27.4

Selling, general and administrative expense

  59,044   18.3  49,196   18.8  9,848   20.0

Pre-opening costs

  1,391   0.4  3,437   1.3  (2,046  -59.5

Other (income)/expenses, net

  (3,245  -1.0  1,171   0.4  (4,416  -377.1

Depreciation and amortization expense

  23,401   7.3  19,087   7.3  4,314   22.6
 

 

 

   

 

 

   

 

 

  

 

 

 

Operating income

  13,680   4.3%   4,398   1.7%   9,282   211.1% 

 

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  Quarters Ended       
  April 4, 2021  March 29, 2020       
(in thousands except percentages)    % of
Revenue
     % of
Revenue
  Change 
  Amount  Amount  $  % 

Interest expense, net

  8,249   2.6  8,644   3.3  (395  -4.6

Interest expense – related party

  5,566   1.7  5,566   2.1  —     0.0

Other non-operating (income)/expense, net

  (442  -0.1  2,548   1.0  (2,990  -117.3
 

 

 

   

 

 

   

 

 

  

 

 

 

Income/(loss) before income taxes

  307   0.1%   (12,360)   -4.7%   12,667   102.5% 

Income tax expense/(benefit)

  685   0.2  (1,412  -0.5  2,097   148.5
 

 

 

   

 

 

   

 

 

  

 

 

 

Net loss

  (378)   -0.1%   (10,948)   -4.2%   10,570   96.5% 

Net income attributable to noncontrolling interest

  2,683   0.8  567   0.2  2,116   373.2
 

 

 

   

 

 

   

 

 

  

 

 

 

Net loss attributable to Krispy Kreme, Inc.

 $(3,061)   -1.0%  $(11,515)   -4.4%  $8,454   73.4% 
 

 

 

   

 

 

   

 

 

  

 

 

 

Product sales: Product sales increased $62.0 million, or 24.7%, from Q1 2020 to Q1 2021. Approximately $34.6 million of the increase in product sales was attributable to shops acquired from franchisees.

Royalties and other revenues: Royalties and other revenues decreased $1.5 million, or 15.0%, from Q1 2020 to Q1 2021, reflecting the impact of the acquisition of KK Japan in December 2020, as well as the impact of certain COVID-19 restrictions in key international markets where there were shop closures and reduced traffic, resulting in lower royalties.

The following table presents a further breakdown of total net revenue and organic revenue growth by segment for the periods indicated:

 

(in thousands except percentages)  U.S. and
Canada
  International  Market
Development
  Total
Company
 

Total net revenues Q1 2021

  $222,470  $66,506  $32,833  $321,809 

Total net revenues Q1 2020

   170,450   60,659   30,107   261,216 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total Net Revenue Growth

   52,020   5,847   2,726   60,593 

Total Net Revenue Growth %

   30.5%   9.6%   9.1%   23.2% 

Impact of acquisitions

   (31,705  —     (2,139  (33,844

Impact of foreign currency translation

   —     (4,963  —     (4,963

Impact of 53rd Week

   —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Revenue Growth

  $20,315  $884  $587  $21,786 
  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Revenue Growth%

   11.9%   1.5%   1.9%   8.3% 

U.S. and Canada segment net revenue growth, which reflects franchise acquisitions (17 shops in the first quarter of fiscal 2021 and 51 shops in the second half of fiscal 2020), was also driven by strong net revenue growth and organic revenue growth. U.S. and Canada net revenue grew $52.0 million, or approximately, 30.5%, from Q1 2020 to Q1, 2021 and U.S. and Canada organic revenue grew $20.3 million, or approximately 11.9%, from Q1 2020 to Q1 2021, driven mainly by our adaptation to changing consumer behavior in response to the COVID-19 pandemic as well as new Krispy Kreme and Insomnia shop openings. U.S. and Canada segment net revenue growth was also driven by the expansion of our digital and delivery channels (with delivery transactions considered 82% incremental to in-shop transactions in fiscal 2020) and social media and other marketing campaigns (such as “Acts of Joy”) that delivered over 38 billion media impressions in fiscal 2020, while only costing approximately $12.0 million. As COVID-19 restrictions began to ease in certain areas in the first quarter of fiscal 2021, these positive trends were amplified by the contrasting impact of shop closures and slowdown in consumer foot traffic in response to the COVID-19 pandemic in the first quarter of fiscal 2021. In addition, the launch of our Branded Sweet Treat Line with Walmart in June of 2020 as well as the addition of several new customers in the first quarter of fiscal 2021 provided additional net revenue and organic revenue growth which we expect to continue to grow as we expand this business to new customers and channels. Our strategic expansion of the DFD programs also contributed to net revenue and organic revenue growth with added points of

 

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access, but was more than offset by a $26.1 million decline in revenue from our legacy wholesale business, reflecting the evolution of the DFD business and the discontinuance of certain legacy extended shelf-life products sold through that channel. Throughout 2021, we will continue to see expansion of new fresh points of access, but they will be largely offset, and in many cases more than offset, by the exit of the legacy wholesale business which occurred mostly through the back half of 2020.

Our International segment net revenue growth in the first quarter of fiscal 2021 reflected positive impact of foreign currency translation and 9.6% net revenue growth and 1.5% organic revenue growth. Despite ongoing COVID-19 restrictions in place, our international markets experienced a partial rebound in the first quarter of fiscal 2021, helped by our continued increase in global e-Commerce penetration as we benefited from the favorable COVID-related shift in consumer behavior. The impact from the rebound was amplified by the impact of the COVID-19 pandemic in the first quarter of fiscal 2021, particularly in the U.K./Ireland. U.K./Ireland’s expansion of DFD doors also contributed to the U.K./Ireland market’s partial rebound.

Our Market Development segment growth in the first quarter of fiscal 2021 from the first quarter of fiscal 2020 mainly reflects the impact from the acquisition of KK Japan. The 9.1% net revenue growth and 1.9% organic revenue growth was driven by improved market conditions for international franchise locations as COVID-19 restrictions in certain key markets began to ease.

Product and distribution costs (exclusive of depreciation and amortization): Product and distribution costs increased $11.8 million, or 17.4%, from Q1 2020 to Q1 2021, largely in line with and attributable to the same factors as our revenue growth.

Product and distribution costs as a percentage of revenue decreased by approximately 120 basis points from 26.1% in the first quarter of fiscal 2020 to 24.9% in the first quarter of fiscal 2021. This decrease was primarily driven by our U.S. and Canada franchise business, where the timing of certain lower margin machinery and equipment sales to franchisees in the first quarter of fiscal 2020 contributed to the higher comparative cost as a percentage of revenue.

Operating expenses: Operating expenses increased $31.8 million, or 27.4%, from Q1 2020 to Q1 2021, driven mainly by franchise acquisitions and new shop openings.

Operating expenses as a percentage of revenue increased approximately 150 basis points, from 44.3% in the first quarter of fiscal 2020 to 45.8% in the first quarter of fiscal 2021, driven mainly by the impact of franchisee acquisitions, which results in additional operating expenses which are needed to run company-owned operations versus franchises. This was particularly evident in the Market Development segment where the acquisition of KK Japan contributed to an increase of approximately $6.0 million of operating expenses. The increase in operating expenses as a percentage of revenue was partially offset by the COVID-19 impacts on our U.K./Ireland and Insomnia businesses in the first quarter of fiscal 2020. In the first quarter of fiscal 2020, U.K./Ireland continued to incur fixed cost despite shutdowns; at the same time, Insomnia incurred costs amidst college shutdowns due to the business’ historical reliance on college campuses.

Selling, general and administrative expense: Selling, general and administrative (SG&A) expenses increased $9.8 million, or 20.0%, from Q1 2020 to Q1 2021. The increase was driven mainly by SG&A expenses incurred by franchise shops acquired subsequent to the first quarter of fiscal 2020 ($3.6 million) as well as costs related to the preparation for our initial public offering ($3.5 million). As a percentage of revenue, SG&A decreased by approximately 50 basis points, from 18.8% in the first quarter of fiscal 2020 to 18.3% in the first quarter of fiscal 2021, largely reflecting cost savings measures in response to the COVID-19 pandemic and stronger leverage of SG&A costs as net revenue continues to increase.

Pre-opening costs: Pre-opening costs decreased $2.0 million, or 59.5%, from Q1 2020 to Q1 2021, primarily driven by $2.6 million pre-opening expenses (including $1.4 million of occupancy expenses) associated with our expansion in NYC in the first quarter of fiscal 2020, including expenses incurred as we prepared for the opening of our New York City flagship Hot Light Theater Shop later in 2020.

 

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Other (income)/expenses: Other income, net of $3.3 million in the first quarter of fiscal 2021 was primarily driven by one-time COVID-related business interruption insurance proceeds of approximately $3.5 million in the U.K./Ireland in the first quarter of fiscal 2021.

Depreciation and amortization expense: Depreciation and amortization expense increased $4.3 million, or 22.6%, from Q1 2020 to Q1 2021, primarily driven by the impact of acquired franchises and depreciation resulting from increased capital expenditures.

Other non-operating (income)/expense, net: Other non-operating expense, net of $2.5 million in the first quarter of fiscal 2021 was primarily driven by an unrealized loss on a commodity derivative instrument as fuel prices fell globally.

Income tax expense/(income): Income tax expense of $0.7 million in the first quarter of fiscal 2021 was driven by the mix of income between the U.S. and foreign jurisdictions, as well as minor discrete items recognized in the quarter.

Net income attributable to noncontrolling interest: Net income attributable to noncontrolling interest for the first quarter of fiscal 2021 increased $2.1 million, or 373.2%, from the first quarter of fiscal 2020, reflecting stronger earnings allocated to the shareholders of consolidated subsidiaries KKHI and Insomnia driven by improvements in our overall company performance.

Results of Operations by Segment quarter ended April 4, 2021 compared to quarter ended March 29, 2020

The following table presents Adjusted EBITDA by segment for the periods indicated:

 

   Quarters Ended   Change 
(in thousands except percentages)  April 4, 2021   March 29, 2020   $   % 

Adjusted EBITDA

        

U.S. and Canada

  $27,563   $21,637   $5,926    27.4

International

   15,348    11,193    4,155    37.1

Market Development

   10,891    10,705    186    1.7

Corporate

   (7,399   (7,091   (308   -4.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Adjusted EBITDA (1)

  $46,403   $
36,444
 
  $9,959    27.3% 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Refer to “Prospectus Summary – Summary Historical Consolidated Financial Information” above for a reconciliation of Adjusted EBITDA to net loss.

U.S. and Canada Adjusted EBITDA increased $5.9 million, or 27.4%, from Q1 2020 to Q1 2021, primarily driven by the sales increase of 30.5%. Approximately $1.4 million of this growth was driven by the adverse impacts of the COVID-19 pandemic on our U.S. and Canada segment, particularly on Insomnia, in the first quarter of fiscal 2020 due to the early shutdown of almost all college campuses. Adjusted EBITDA margin was essentially flat. Adjusted EBITDA profitability improved at both Krispy Kreme and Insomnia company-owned shops, driven by strong revenue growth. EBITDA flow through from U.S. and Canada Krispy Kreme and Insomnia in the first quarter of fiscal 2021 was offset by incremental costs from our New York City market entry and Branded Sweet Treat Line (initiatives which currently have higher operational expenses compared to the prior comparative quarter that have not yet been absorbed by the sales generated).

International Adjusted EBITDA increased $4.2 million, or 37.1%, from Q1 2020 to Q1 2021, primarily due to the U.K./Ireland one-time insurance proceeds ($3.5 million) which helped to offset continued COVID-19 impacts in our international segment, particularly the U.K./Ireland business. The increase in Adjusted EBITDA as well as the improvement in Adjusted EBITDA profitability were further amplified by the adverse impacts of the COVID-19 pandemic on our international markets, particularly in the U.K./Ireland, during the first quarter of fiscal 2020.

Market Development Adjusted EBITDA margin declined from Q1 2020 to Q1 2021 due to change in mix between company-owned and franchise shops resulting from the acquisition of KK Japan.

 

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Fiscal 2020 compared to fiscal 2019

The following table presents our audited consolidated results of operations for fiscal 2020 and 2019:

 

   Fiscal Years Ended  Change 
(in thousands except percentages)  January 3, 2021  December 29, 2019       
   Amount  % of
Revenue
  Amount  % of
Revenue
  $              % 

Net revenue

       

Product sales

  $1,085,110   96.7 $912,805   95.1 $172,305   18.9

Royalties and other revenues

   36,926   3.3  46,603   4.9  (9,677  -20.8
  

 

 

   

 

 

   

 

 

  

 

 

 

Total net revenues

   1,122,036   100.0  959,408   100.0  162,628   17.0

Product and distribution costs

   310,909   27.7  262,013   27.3  48,896   18.7

Operating expenses

   488,061   43.5  390,849   40.7  97,212   24.9

Selling, general and administrative expense

   216,317   19.3  190,237   19.8  26,080   13.7

Pre-opening costs

   11,583   1.0  7,078   0.7  4,505   63.6

Other expenses

   10,488   0.9  7,465   0.8  3,023   40.5

Depreciation and amortization expense

   80,398   7.2  63,767   6.6  16,631   26.1
  

 

 

   

 

 

   

 

 

  

 

 

 

Operating income

   4,280   0.4  37,999   4.0  (33,719  -88.7

Interest expense, net

   34,741   3.1  38,085   4.0  (3,343  -8.8

Interest expense – related party

   22,468   2.0  21,947   2.3  520   2.4

Other non-operating (income)/expense, net

   (1,101  -0.1  (609  -0.1  (492  -80.8
  

 

 

   

 

 

   

 

 

  

 

 

 

Loss before income taxes

   (51,828  -4.6  (21,424  -2.2  (30,404  -141.9

Income tax expense

   9,112   0.8  12,577   1.3  (3,465  -27.6
  

 

 

   

 

 

   

 

 

  

 

 

 

Net loss

   (60,940  -5.4  (34,001  -3.5  (26,939  -79.2

Net income attributable to noncontrolling interest

   3,361   0.3  3,408   0.4  (47  -1.4
  

 

 

   

 

 

   

 

 

  

 

 

 

Net loss attributable to Krispy Kreme, Inc.

  $(64,301  -5.7 $(37,409  -3.9 $(26,892  -71.9
  

 

 

   

 

 

   

 

 

  

 

 

 

Product sales: Product sales increased $172.3 million, or 18.9%, from fiscal 2019 to fiscal 2020. Approximately $135.2 million of the increase in product sales was attributable to shops acquired from franchisees and approximately $19.4 million was driven by an additional week in fiscal 2020 compared to fiscal 2019.

Royalties and other revenues: Royalties and other revenues decreased $9.7 million, or 20.8%, from fiscal 2019 to fiscal 2020, reflecting the impact of franchise acquisitions, mainly in Mexico, and the COVID-19 pandemic and the related shop closures and reduced traffic at numerous international franchise locations, which resulted in lower royalties, partially offset by an increase of $1.6 million, driven by an additional week in fiscal 2020 compared to fiscal 2019.

 

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The following table presents a further breakdown of total net revenue and organic revenue growth by segment for the periods indicated:

 

(in thousands except percentages)  U.S. and Canada  International  Market Development  Total Company 

Total net revenues Fiscal 2020

  $782,717  $230,185  $109,134  $1,122,036 

Total net revenues Fiscal 2019

   587,522   223,115   148,771   959,408 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total net revenue growth

   195,195   7,070   (39,637  162,628 

Total net revenue growth %

   33.2  3.2  -26.6  17.0

Impact of acquisitions

   (121,671  (42,811  35,053   (129,429

Impact of foreign currency translation

    (906   (906

Impact of 53rd Week

   (15,615  (3,287  (1,603  (20,505
  

 

 

  

 

 

  

 

 

  

 

 

 

Organic revenue growth

  $57,909  $(39,934 $(6,187 $11,789 
  

 

 

  

 

 

  

 

 

  

 

 

 

Organic revenue growth %

   9.9  -17.9  -4.2  1.2

U.S. and Canada segment growth, which reflected franchise acquisitions (51 shops in fiscal 2020 and 58 shops in fiscal 2019, of which 36 were acquired in November 2019), was also driven by strong net revenue growth and organic revenue growth. U.S. and Canada net revenue grew $195.2 million, or approximately 33.2% from fiscal 2019 to fiscal 2020 and U.S. and Canada organic revenue grew $57.9 million, or approximately 9.9%, from fiscal 2019 to fiscal 2020, driven mainly by new Krispy Kreme and Insomnia shop openings and our adaptation to changing consumer behavior in response to the COVID-19 pandemic, including the expansion of our digital and delivery channels and social media campaigns such as “Acts of Joy.” In addition, the launch of our Branded Sweet Treat Line with Walmart in June of 2020 provided additional net revenue and organic revenue growth which we expect to continue to grow as we expand this business to new customers and channels. These positive trends were partially offset by a $26.2 million decline in revenue from our legacy wholesale business, reflecting evolution of the DFD business and the discontinuance of certain legacy extended shelf-life products sold through that channel. Organic growth was uneven during fiscal 2020, with our slowest growth in the first fiscal quarter of 2020, reflecting the impact of shop closures and slowdown in consumer foot traffic in response to the COVID-19 pandemic in March, and our strongest growth was in the third fiscal quarter of 2020, reflecting a pick-up in digital and delivery channel sales and our Branded Sweet Treat Line’s product launch in June 2020.

Our International segment growth in fiscal 2020 reflected the acquisition of 231 franchise shops in Mexico in November 2019 with an increase in net revenue of 3.2%, but was mostly offset by our organic performance, which declined by 17.9%. The organic revenue decline was due to the impact of the COVID-19 pandemic, particularly in the U.K./Ireland, where organic product sales declined by $29.0 million year-over-year as a result of extended government-mandated closures, including a nationwide shutdown lasting approximately six weeks in the second fiscal quarter and select shop shutdowns in the fourth fiscal quarter in fiscal 2020. Our International segment organic revenue declined by 44% in the second fiscal quarter of 2020 compared to the first fiscal quarter of 2020 and while sales have improved gradually since, we have yet to reach pre-pandemic organic sales levels.

Our Market Development segment, which is primarily comprised of franchised shops, contracted due to the lost revenue from the acquisition of 51 and 58 U.S. franchise shops in fiscal 2020 and fiscal 2019, respectively, and 231 franchise shops in Mexico in November of 2019. The 26.6% net revenue decline and 4.2% organic revenue decline was due to the impact of the COVID-19 pandemic and the related shop closures and reduced traffic at numerous international franchise locations, particularly in Middle East and Asia Pacific regions, which resulted in lower royalties and fees and decreased sales of supplies to franchisees.

Product and distribution costs (exclusive of depreciation and amortization): Product and distribution costs increased $48.9 million, or 18.7%, from fiscal 2019 to fiscal 2020, largely in line with and attributable to the same factors as our revenue growth.

 

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Product and distribution costs as a percentage of revenue increased by approximately 40 basis points from 27.3% in fiscal 2019 to 27.7% in fiscal 2020. This increase was primarily driven by the change in mix between company-owned and franchise shops, as our margins for company-owned shops are substantially lower than for franchise shops, despite contributing substantially more to our profits in dollar terms. Costs related to our legacy wholesale business evolution contributed $3.5 million of the increase in product and distribution costs in fiscal 2020, mainly reflecting inventory losses due to the obsolescence of discontinued products and higher production labor costs. Raw material costs remained relatively stable from fiscal 2019 to fiscal 2020.

Operating expenses: Operating expenses increased $97.2 million, or 24.9%, from fiscal 2019 to fiscal 2020, driven mainly by franchise acquisitions. The additional week in fiscal 2020 contributed approximately $8.7 million to the increase.

Operating expenses as a percentage of revenue increased approximately 280 basis points, from 40.7% in fiscal 2019 to 43.5% in fiscal 2020, driven mainly by added sanitation and safety measures in response to the COVID-19 pandemic ($8.2 million) and DFD evolution ($2.6 million). As a substantial portion of operating expenses are fixed, the impact of the COVID-19 pandemic resulting in shop closures across our International segment operations did not result in a material operating expense reduction, though we took measures across the globe to partially offset the negative impact of the COVID-19 pandemic, including temporary staffing reductions and rent abatements, mainly in international markets.

Selling, general and administrative expense: Selling, general and administrative (SG&A) expenses increased $26.0 million, or 13.7%, from fiscal 2019 to fiscal 2020. The increase was driven mainly by an increase in third-party consulting and advisory fees related to strategic initiatives in fiscal 2020, mainly our legacy wholesale business evolution ($5.9 million), costs related to the preparation for our initial public offering ($3.2 million), the additional week in fiscal 2020 ($2.9 million) and higher spend on our digital platform. As a percentage of revenue, SG&A decreased by approximately 50 basis points, from 19.8% in fiscal 2019 to 19.3% in fiscal 2020, largely reflecting cost savings measures in response to the COVID-19 pandemic.

Pre-opening costs: Pre-opening costs increased $4.5 million, or 63.6%, from fiscal 2019 to fiscal 2020, primarily driven by a $3.7 million pre-opening rent expense associated with the opening of our New York City flagship Hot Light Theater Shop in fiscal 2020 and costs for conversion of acquired franchises.

Other expenses: Other expenses increased $3.0 million, or 40.5%, from fiscal 2019 to fiscal 2020, primarily driven by higher fixed asset impairment expenses and losses on disposal of assets related to our legacy wholesale business evolution and COVID-19 related shop closures.

Depreciation and amortization expense: Depreciation and amortization expense increased $16.6 million, or 26.1%, from fiscal 2019 to fiscal 2020. Approximately $8.4 million and $1.0 million, respectively of the increase in depreciation and amortization expense was attributable to expenses from franchises acquired during fiscal 2019 and 2020 and an additional week in fiscal 2020 compared to fiscal 2019. Excluding the impact of acquired franchises and the additional week in fiscal 2020, depreciation and amortization expense increased approximately $7.2 million, primarily driven by depreciation resulting from capital expenditures in fiscal 2019 and 2020.

Interest expense, net: Interest expense decreased $3.3 million, or 8.8%,, from fiscal 2019 to fiscal 2020, primarily reflecting the substantial decline in the one-month LIBOR rate in fiscal 2020. See “– Capital Resources and Liquidity.”

Interest expense – related party: Interest payable to our related party increased $0.4 million, or 2.4%, from fiscal 2019 to fiscal 2020, mainly due to an additional week of interest incurred in the 53-week period of fiscal 2020 compared to the 52-week period in fiscal 2019.

Income tax expense: Income tax expense decreased $3.5 million, or 27.6%, from fiscal 2019 to fiscal 2020. During fiscal 2020, income tax expense was significantly impacted by the recording of a valuation allowance

 

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against state net operating loss carryforwards and federal tax credits as well as the mix of pre-tax earnings between different jurisdictions. During fiscal 2019, income tax expense was significantly impacted by the recording of a valuation allowance against U.S. foreign tax credits, the mix of pre-tax earnings between different jurisdictions, and the impact of uncertain tax positions.

Net income attributable to noncontrolling interest: Net income attributable to noncontrolling interest for fiscal 2020 remained constant at $3.4 million for both fiscal 2019 and fiscal 2020, reflecting improved results from our U.S. majority-stake partnerships and Insomnia in fiscal 2020, offset by a decline in income from international majority-stake partnerships.

Results of Operations by Segment – fiscal 2020 compared to fiscal 2019

The following table presents Adjusted EBITDA by segment for the periods indicated:

 

   Fiscal Years Ended   Change 
(in thousands except percentages)  January 3, 2021   December 29,
2019
   $               % 

Adjusted EBITDA

        

U.S. and Canada

  $91,574   $71,620   $19,954    27.9

International

   44,554    53,252    (8,698   -16.3

Market Development

   39,060    51,574    (12,514   -24.3

Corporate

   (29,754   (30,062   308    1.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Adjusted EBITDA (1)

  $145,434   $146,384   $(950   -0.6

 

(1)

Refer to “Prospectus Summary – Summary Historical Consolidated Financial Information” above for a reconciliation of Adjusted EBITDA to net loss.

U.S. and Canada Adjusted EBITDA increased $20.0 million, or 27.9%, from fiscal 2019 to 2020, primarily driven by the sales increase of 33.2%. Throughout the year, improved Adjusted EBITDA profitability at both Krispy Kreme and Insomnia company-owned shops was driven by strong revenue growth at existing locations, but partially offset by incremental operating costs, including payroll, related to the COVID-19 pandemic that are reflected within Adjusted EBITDA. Adjusted EBITDA margin was also adversely impacted by Insomnia from the late first quarter through the second quarter of fiscal 2020, as almost all college campuses, where a portion of our Insomnia shops are located, shut down during that time. Incremental expenses incurred for the launch of our Branded Sweet Treat Line during the year also had a marginally offsetting impact. We continue our efforts to improve the manufacturing efficiency of our Branded Sweet Treat Line and expect to gain additional scale as new customers are added in fiscal 2021.

International Adjusted EBITDA declined $8.7 million, or 16.3%, from fiscal 2019 to fiscal 2020, due to widespread impacts of the COVID-19 pandemic on our international markets, particularly in the U.K./Ireland. Additionally, substantial revenue declines were noted in our other company-owned markets, driving an overall organic revenue decline of 18% for fiscal 2020, with Adjusted EBITDA profitability margins naturally declining more than revenue due to our partially fixed cost base. Our international markets were able to achieve a lower cost structure than usual, however, as they leveraged government funding and rent abatements to lower certain fixed costs and took actions throughout the year to reduce unnecessary spending.

Market Development Adjusted EBITDA declined $12.5 million, or 24.3%, from fiscal 2019 to fiscal 2020 due to both the impact of franchisee acquisitions in fiscal 2019 and 2020 as well as the impact of the COVID-19 pandemic on our international franchise locations. While U.S. and Canada franchisees preformed reasonably well (largely in line with our U.S. and Canada segment), varied impacts from the COVID-19 pandemic were felt internationally as many countries were substantially impacted by the COVID-19 pandemic and varying regulatory responses to the pandemic.

 

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Fiscal 2019 compared to fiscal 2018

The following table presents our audited consolidated results of operations for the fiscal years 2019 and 2018:

 

   Fiscal Years Ended  Change 
(in thousands except percentages)  December 29, 2019  December 30, 2018       
   Amount  % of
Revenue
  Amount  % of
Revenue
  $              % 

Net revenue

       

Product sales

  $912,805   95.1 $748,860   94.1 $163,945   21.9

Royalties and other revenues

   46,603   4.9  47,023   5.9  (420  -0.9
  

 

 

   

 

 

   

 

 

  

 

 

 

Total net revenues

   959,408   100.0  795,883   100.0  163,525   20.5

Product and distribution costs

   262,013   27.3  246,458   31.0  15,555   6.3

Operating expenses

   390,849   40.7  295,966   37.2  94,883   32.1

Selling, general and administrative expense

   190,237   19.8  160,932   20.2  29,305   18.2

Pre-opening costs

   7,078   0.7  1,903   0.2  5,175   271.9

Other expenses

   7,465   0.8  6,708   0.8  757   11.3

Depreciation and amortization expense

   63,767   6.6  49,447   6.2  14,320   29.0
  

 

 

   

 

 

   

 

 

  

 

 

 

Operating income

   37,999   4.0  34,469   4.3  3,530   10.2

Interest expense, net

   38,085   4.0  27,881   3.5  10,204   36.6

Interest expense—related party

   21,947   2.3  18,902   2.4  3,045   16.1

Other non-operating (income)/expense, net

   (609  -0.1  5,443   0.7  (6,052  -111.2
  

 

 

   

 

 

   

 

 

  

 

 

 

(Loss)/income before income taxes

   (21,424  -2.2  (17,757  -2.2  (3,667  -20.7

Income tax expense

   12,577   1.3  (5,318  -0.7  17,895   336.5
  

 

 

   

 

 

   

 

 

  

 

 

 

Net (loss)/income

   (34,001  -3.5  (12,439  -1.6  (21,562  -173.3

Net income attributable to noncontrolling interest

   3,408   0.4  1,633   0.2  1,775   108.7
  

 

 

   

 

 

   

 

 

  

 

 

 

Net loss attributable to Krispy Kreme, Inc.

  $(37,409  -3.9 $(14,072  -1.8 $(23,337  -165.8
  

 

 

   

 

 

   

 

 

  

 

 

 

Product sales: Product sales increased $163.9 million, or 21.9%, from fiscal 2018 to fiscal 2019. Approximately $136.2 million of the increase in product sales was attributable to the acquisition of Insomnia in September 2018 and shops acquired from franchisees. The drivers of our $36.3 million in organic revenue growth are discussed below.

Royalties and other revenues: Royalties and other revenues decreased $0.4 million, or 0.9%, from fiscal 2018 to fiscal 2019, reflecting the impact of franchise acquisitions, mainly in the United States.

The following table presents a breakdown of net revenue and organic revenue growth by segment for the periods indicated:

 

   U.S. and
Canada
  International  Market
Development
  Total Company 

Total net revenues Fiscal 2019

  $587,522  $223,115  $148,771  $959,408 

Total net revenues Fiscal 2018

   443,563   185,840   166,480   795,883 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total net revenue growth

   143,959   37,275   (17,709  163,525 

Total net revenue growth %

   32.5  20.1  -10.6  20.5

Impact of acquisitions

   (133,249  (23,825  18,871   (138,203

Impact of foreign currency translation

   —     10,939   —     10,939 
  

 

 

  

 

 

  

 

 

  

 

 

 

Organic revenue growth

  $10,710  $24,389  $1,162  $36,261 
  

 

 

  

 

 

  

 

 

  

 

 

 

Organic revenue growth %

   2.4  13.1  0.7  4.6

 

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U.S. and Canada segment growth was driven mainly by acquisitions (58 shops in fiscal 2019, 39 Krispy Kreme U.S. shops and 135 Insomnia shops in fiscal 2018). Net revenue grew by $144.0 million or 32.5% and organic revenue grew by $10.7 million, or 2.4%, from fiscal 2018 to fiscal 2019, driven by new Krispy Kreme and Insomnia shop openings and, to a lesser extent, improved sales at company-owned shops. These positive organic impacts were mostly offset by a $8.4 million decline in our legacy wholesale business product sales attributable to the commencement of the evolution of DFD, which began by exiting some of the lower volume, less profitable doors.

International segment growth was driven mainly by net revenue growth of $37.3 million or 20.1% and organic revenue growth of $24.4 million, or 13.1%, from fiscal 2018 to fiscal 2019 driven by new shop openings in the U.K./Ireland, Australia and New Zealand, increased retail traffic at our U.K./Ireland shops driven by highly successful promotional campaigns, which drove low double-digit sales increases, the expansion of DFD sales in the U.K./Ireland due to better placement of DFD cabinets in grocery locations and the expansion of DFD sales in New Zealand with a large new customer.

Market Development segment, which is primarily comprised of franchised shops, contracted due to the lost revenue from the acquisition of 58 U.S. franchise shops in fiscal 2019, as well as the acquisition of 29 franchise shops in March 2018 in Australia and 231 franchise shops in November 2019 in Mexico. Net revenue decreased 10.6% and organic revenue increased 1% from fiscal 2018.

Product and distribution costs (exclusive of depreciation and amortization): Product and distribution costs (exclusive of depreciation and amortization) increased $15.6 million, or 6.3%, from fiscal 2018 to fiscal 2019, largely for the same reasons as the increase in product sales described above. Product and distribution costs as a percentage of revenue declined 3.7% from fiscal 2018 to fiscal 2019, largely due to a change in sales mix due to our acquisition of Insomnia and the aforementioned decline in DFD sales in the United States and Canada in connection with our legacy wholesale business evolution. A slight increase in prices in the United States and Canada coupled with relatively stable raw material and distribution costs also contributed to the margin improvement.

Operating expenses: Operating expenses increased $94.9 million, or 32.1%, from fiscal 2018 to fiscal 2019, with the majority of this increase due to the acquired businesses. Operating expenses as a percentage of revenue increased 3.5% from fiscal 2018 to fiscal 2019 largely driven by increased shop and delivery labor costs and occupancy costs as a percentage of revenue. The increase in shop and delivery labor and occupancy costs were driven by the acquisition of Insomnia and franchise shops. The Insomnia business requires additional delivery labor due to a higher proportion of delivery transactions.

Selling, general and administrative expense: Selling, general and administrative (SG&A) expenses increased $29.3 million, or 18.2%, from fiscal 2018 to fiscal 2019, with much of the increase attributable to acquisitions in fiscal 2018 and 2019. In addition, we had incremental transaction and integration expenses in fiscal 2019 primarily due to higher costs associated with the acquisition and integration of Mexico. These incremental transaction and integration costs were largely offset by higher costs in fiscal 2018 due to restructuring, relocation and recruiting associated with reorganizing and building our leadership team.

Pre-opening costs: Pre-opening costs increased $5.2 million, or 271.9%, from fiscal 2018 to fiscal 2019, primarily driven by $2.4 million associated with the New York City flagship Hot Light Theater Shop as well as an increase in new shop openings in fiscal 2019 compared with fiscal 2018 particularly in our U.S. and Canada segment, including a full year of new shop openings for Insomnia compared to only a few months in fiscal 2018.

Depreciation and amortization expense: Depreciation and amortization expense increased $14.3 million, or 29.0%, from fiscal 2018 to fiscal 2019, primarily driven by additional depreciation and amortization associated with acquisitions. Depreciation expense also increased as a result of increased capital spending within the existing business as the Company continued to grow its presence by expanding into new areas including the first new shop opening in Ireland in fiscal 2019.

 

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Interest expense, net: Interest expense increased $10.2 million, or 36.6%, from fiscal 2018 to fiscal 2019, primarily related to the increase in the average debt outstanding resulting from funding acquisitions completed in the back half of fiscal 2018, as well as throughout fiscal 2019. Additionally, interest expense increased resulting from the write off of $1.7 million of deferred financing fees in connection with the June 2019 refinancing and $3.3 million due to realized gains on interest rate swaps in fiscal 2018 which did not recur in fiscal 2019.

Interest expense – related party: Interest expense to our related party increased $3.0 million, or 16.1%, from fiscal 2018 to fiscal 2019, primarily due to entering into an additional unsecured note with Krispy Kreme GP for $54.0 million in fiscal 2019.

Other non-operating (income)/expense, net: Other non-operating income decreased $6.1 million, or 111.2%, from fiscal 2018 to fiscal 2019. The non-operating expense incurred in fiscal 2018 primarily related to a loss on contingent consideration associated with the Company’s acquisition of an Australia franchisee in fiscal 2018, where an additional $4.7 million payment was made due to the acquired franchise hitting certain financial targets subsequent to the acquisition.

Income tax expense: Income tax expense increased $17.9 million, or 336.5%, from fiscal 2018 to fiscal 2019. During fiscal 2019, income tax expense was significantly impacted by the recording of a valuation allowance against U.S. foreign tax credits, the mix of pre-tax earnings between different jurisdictions, and the impact of uncertain tax positions. During fiscal 2018, income tax expense was significantly impacted by the mix of pre-tax earnings between different jurisdictions and certain acquisition-related costs.

Net income attributable to noncontrolling interest: Net income attributable to noncontrolling interest for fiscal 2019 increased $1.8 million, or 108.7%, from fiscal 2018 to fiscal 2019, primarily driven by incremental income generated by the acquisition of additional majority-stake partnership partners including Insomnia (approximately 75% owned) in fiscal 2018, Awesome Doughnut (70% owned) in fiscal 2018 and WKS-Krispy Kreme (55% owned) in fiscal 2019.

Results of Operations by Segment – fiscal 2019 compared to fiscal 2018

The following table presents selected information about our segments’ results for fiscal 2019 and 2018:

 

   Fiscal Years Ended   Change 
(in thousands except percentages)  December 29,
2019
   December 30,
2018
   $   % 

Adjusted EBITDA

        

U.S. and Canada

  $71,620   $54,527   $17,093    31.3

International

   53,252    41,070    12,182    29.7

Market Development

   51,574    56,271    (4,697   -8.3

Corporate

   (30,062   (27,621   (2,441   -8.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Adjusted EBITDA (1)

  $146,384   $124,247   $22,137    17.8

 

(1)

Refer to “Prospectus Summary – Summary Historical Consolidated Financial Information” for a reconciliation of Adjusted EBITDA to net loss.

U.S. and Canada Adjusted EBITDA increased $17.1 million, or 31.3%, from fiscal 2018 to fiscal 2019, primarily driven by the net revenue increase of 32.5%, which was largely due to acquisitions made in fiscal 2018 and 2019. EBITDA as a percentage of net revenue improved due to efficiencies in the U.S. and Canada Krispy Kreme business.

International Adjusted EBITDA increased $12.2 million. or 29.7%, from fiscal 2018 to fiscal 2019, due largely to substantial organic revenue growth, particularly in the U.K./Ireland due to increased retail traffic and

 

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DFD sales. A portion of the increase was also due to a full year of the Australian business in fiscal 2019 versus only 9.5 months in fiscal 2018 as well as six weeks of additional net revenue and adjusted EBITDA from the acquisition of our Mexican franchisee in November of 2019.

Market Development Adjusted EBITDA declined $4.7 million, or 8.3%, from fiscal 2018 to fiscal 2019, due primarily to the impact of both domestic and international franchisee acquisitions in both fiscal 2018 and fiscal 2019. Adjusted EBITDA as a percentage of net revenue increased in fiscal 2019 as a higher mix of net revenue came from royalties rather than supply chain sales to franchisees.

Corporate costs decreased $2.4 million, or 8.8%, from fiscal 2018 to fiscal 2019 primarily due to increased headcount necessary due to growth in the business.

Quarterly Results of Operations and Other Data

 

  For the Quarters Ended 
(in thousands)  April 4,
2021
(13 weeks)
  January 3,
2021
(14 weeks)
  September 27,
2020 (13
weeks)
  June 28,
2020
(13 weeks)
  March 29,
2020
(13 weeks)
  December 29,
2019
(13 weeks)
  September 29,
2019
(13 weeks)
  June 30,
2019
(13 weeks)
  March 31,
2019
(13 weeks)
 

Total net revenues

 $321,809  $325,615  $290,233  $244,972  $261,216  $265,272  $234,484  $233,030  $226,622 

Operating income

  13,680   318   132   (568  4,398   4,664   9,501   10,065   13,769 

(Loss)/income before income taxes

  307   (13,298  (12,985  (13,185  (12,360  (9,344  (4,491  (7,364  (225

Income tax expense/(benefit)

  685   11,525   499   (1,500  (1,412  11,379   (205  1,478   (75

Net loss

  (378  (24,823  (13,484  (11,685  (10,948  (20,723  (4,286  (8,842  (150

Net loss attributable to Krispy Kreme, Inc.

  (3,061  (25,304  (14,852  (12,630  (11,515  (21,736  (5,192  (9,504  (977

Net revenue growth

  23.2  22.7  23.8  5.1  15.3  14.6  19.0  17.6  33.9

Non-GAAP Measures

         

Adjusted EBITDA

  46,403   41,736   37,785   29,469   36,444   46,320   32,807   31,841   35,416 

Adjusted Net Income

 $17,626  $13,673  $11,782  $5,780  $11,111  $10,284  $10,467  $6,843  $12,155 

Organic revenue growth

  8.3  2.0  8.1  -6.7  1.3  5.7  5.9  3.1  3.1

 

  For the Quarters Ended 
(in thousands)  April 4,
2021
(13 weeks)
  January 3,
2021
(14 weeks)
  September 27,
2020
(13 weeks)
  June 28,
2020
(13 weeks)
  March 29,
2020
(13 weeks)
  December 29,
2019
(13 weeks)
  September 29,
2019
(13 weeks)
  June 30,
2019
(13 weeks)
  March 31,
2019
(13 weeks)
 

Net loss

 $(378 $(24,823 $(13,484 $(11,685 $(10,948 $(20,723 $(4,286 $(8,842 $(150

Interest expense, net

  8,249   8,478   7,908   9,711   8,644   8,763   8,426   11,776   9,120 

Interest expense – related party (1)

  5,566   5,770   5,566   5,566   5,566   5,631   5,630   5,693   4,993 

Income tax expense/(benefit)

  685   11,525   499   (1,500  (1,412  11,379   (205  1,478   (75

Depreciation and amortization expense

  23,401   22,779   20,435   18,097   19,087   19,644   14,860   14,766   14,497 

Share-based compensation

  2,368   2,384   3,095   2,970   3,170   3,114   2,556   1,741   3,269 

Other non-operating (income) expense, net (2)

  (442  (632  (357  (2,660  2,548   (386  (64  (40  (119

 

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  For the Quarters Ended 
(in thousands)  April 4,
2021
(13 weeks)
  January 3,
2021
(14 weeks)
  September 27,
2020
(13 weeks)
  June 28,
2020
(13 weeks)
  March 29,
2020
(13 weeks)
  December 29,
2019
(13 weeks)
  September 29,
2019
(13 weeks)
  June 30,
2019
(13 weeks)
  March 31,
2019
(13 weeks)
 

New York City flagship Hot Light Theater Shop opening (3)

  —     84   2,190   1,667   2,572   2,003   1,576   194   11 

Strategic initiatives (4)

  —     6,594   4,649   5,661   3,613   4,058   —     1   —   

Acquisition and integration expenses (5)

  2,152   3,982   4,274   812   3,611   14,238   3,296   2,650   249 

Store closure expenses (6)

  —     1,425   2,058   2,786   —     629   —     —     —   

Restructuring and severance expenses (7)

  —     —     —     —     —     242   —     341   —   

Other (8)

  4,802   4,170   952   (1,956  (7  (2,272  1,018   2,083   3,621 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted EBITDA

 $46,403  $41,736  $37,785  $29,469  $36,444  $46,320  $32,807  $31,841  $35,416 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loss

 $(378 $(24,823 $(13,484 $(11,685 $(10,948 $(20,723 $(4,286 $(8,842 $(150

Interest expense – related party (1)

  5,566   5,770   5,566   5,566   5,566   5,631   5,630   5,693   4,993 

Share-based compensation

  2,368   2,384   3,095   2,970   3,170   3,114   2,556   1,741   3,269 

Other non-operating (income) expense, net (2)

  (442  (632  (357  (2,660  2,548   (386  (64  (40  (119

New York City flagship Hot Light Theater Shop opening (3)

  —     84   2,190   1,667   2,572   2,003   1,576   194   11 

Strategic initiatives (4)

  —     6,594   4,649   5,661   3,613   4,058   —     1   —   

Acquisition and integration expenses (5)

  2,152   3,982   4,274   812   3,611   14,238   3,296   2,650   249 

Store closure expenses (6)

  —     1,425   2,058   2,786   —     629   —     —     —   

Restructuring and severance expenses (7)

  —     —     —     —     —     242   —     341   —   

Other (8)

  4,802   4,170   952   (1,956  (7  (2,272  1,018   2,083   3,621 

Amortization of acquisition related intangibles (9)

  7,449   7,190   6,566   6,192   6,380   6,372   5,129   4,687   5,130 

Loss on extinguishment of debt (10)

  —     —     —     —     —     —     —     1,567   —   

Tax impact of adjustments (11)

  (4,022  (12,960  (5,702  (3,573  (5,394  (6,091  (4,388  (4,632  (4,849

Tax specific adjustments (12)

  131   20,489   1,975   —     —     3,469   —     1,400   —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted Net Income

 $17,626  $13,673  $11,782  $5,780  $11,111  $10,284  $10,467  $6,843  $12,155 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 (1)

Consists of interest expense related to the Related Party Notes.

 (2)

Consists primarily of foreign translation gains and losses in each fiscal year.

 (3)

Consists of pre-opening costs related to our New York City flagship Hot Light Theater Shop opening, including shop design, rent and additional consulting and training costs incurred and reflected in selling, general and administrative expenses.

 

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 (4)

Fiscal 2020 and 2019 consist mainly of consulting and advisory fees, personnel transition costs, and network conversion and set-up costs related to the evolution of our legacy wholesale business in the United States.

 (5)

Consists of acquisition and integration-related costs in connection with our business and franchise acquisitions, including legal, due diligence, consulting and advisory fees incurred in connection with acquisition-related activities for the applicable period.

 (6)

Consists of lease termination costs, impairment charges, and loss on disposal of property, plant and equipment.

 (7)

Consists of severance and related benefits costs associated with our hiring of a new global management team.

 (8)

The quarter ended April 4, 2021 consists primarily of $3.5 million of consulting and advisory fees incurred in connection with the preparation for our initial public offering. Fiscal 2020 includes $1.2 million of management fees paid to JAB for the quarter ended January 3, 2021 and $2.7 and $0.5 million total for the quarters ended September 27, 2020 and January 3, 2021, respectively consulting and advisory fees incurred in connection with preparation for our initial public offering, partially offset by a $2.5 million gain on the sale of land for the quarter ended June 28, 2020. Fiscal 2019 includes $3.1 million ($1.8 million for the quarter ended March 31, 2019, $1.0 million for the quarter ended December 29, 2019 and the remaining for the quarters ended June 30, 2019 and September 29, 2019) lease impairment expenses related to our Winston-Salem office location incurred in connection with our Corporate headquarters relocation to Charlotte, North Carolina.

 (9)

Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the consolidated statements of operations.

 (10)

Consists of the write-off of debt issuance costs in connection with the refinancing of the 2016 credit facility.

 (11)

Tax impact of adjustments calculated applying the applicable statutory rates. The Company’s adjusted effective tax rate is 25.2%, 41.0% and 22.8% for each of the fiscal years 2020, 2019 and 2018, respectively. The adjusted effective tax rate for the interim periods differs from the annual adjusted effective tax rate due to the tax effect of certain discrete items recorded during the interim periods. The adjusted effective tax rate in fiscal 2019 was higher compared to fiscal 2020 due to the recording of an uncertain tax position of $12.0 million in the fourth quarter of fiscal 2019.

 (12)

Fiscal years 2020 and 2019 include valuation allowances of $20.5 million and $6.6 million, respectively, associated with tax attributes primarily attributable to incremental costs removed from the calculation of Adjusted Net Income.

 

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  For the Quarters Ended 
(in thousands
except percentages)
 April 4,
2021
(13 weeks)
  January 3,
2021
(14 weeks)
  September 27,
2020
(13 weeks)
  June 28,
2020
(13 weeks)
  March 29,
2020
(13 weeks)
  December 29,
2019
(13 weeks)
  September 29,
2019
(13 weeks)
  June 30,
2019
(13 weeks)
  March 31,
2019
(13 weeks)
 

Total net revenues – current year

 $321,809  $325,615  $290,233  $244,972  $261,216  $265,272  $234,484  $233,030  $226,622 

Total net revenues – prior year

  261,216   265,272   234,484   233,030   226,622   231,471   197,115   198,101   169,196 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net Revenue Growth

  60,593   60,343   55,749   11,942   34,594   33,801   37,369   34,929   57,426 

Total Net Revenue Growth %

  23.2%   22.7%   23.8%   5.1%   15.3%   14.6%   19.0%   17.6%   33.9% 

Impact of acquisitions

  (33,844  (32,715  (34,577  (28,889  (33,248  (21,758  (29,087  (32,511  (54,847

Impact of foreign currency translation

  (4,963  (1,728  (2,117  1,240   1,699   1,202   3,371   3,718   2,648 

Impact of 53rd Week

  —     (20,505  —     —     —     —     —     —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Revenue Growth

 $21,786  $5,395  $19,055  $(15,707)  $3,045  $13,245  $11,653  $6,136  $5,227 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Revenue Growth%

  8.3%   2.0%   8.1%   -6.7%   1.3%   5.7%   5.9%   3.1%   3.1% 

Capital Resources and Liquidity

Our principal sources of liquidity to date have included cash from operating activities, cash on hand, amounts available under our debt facilities, and our SCF Program (as defined below). Our primary use of liquidity is to fund the cash requirements of our business operations, including working capital needs, capital expenditures, acquisitions and other commitments.

Our future obligations primarily consist of our debt and lease obligations, as well as commitments under ingredient and other forward purchase contracts. As of January 3, 2021, we had the following future obligations:

 

  

An aggregate principal amount of $806.3 million outstanding under the 2019 Facility;

 

  

An aggregate principal amount of $344.6 million outstanding under the Related Party Notes;

 

  

Non-cancellable future minimum operating lease payments totaling $645.0 million;

 

  

Non-cancellable future minimum finance lease payments totaling $43.7 million; and

 

  

Purchase commitments under ingredient and other forward purchase contracts of $48.3 million.

As of April 4, 2021, our outstanding principal amount under the 2019 Facility was $832.5 million, and our outstanding principal amount under the Related Party Notes was $350.1 million. In addition, on April 9, 2021, we received $144.1 million in capital contributions from shareholders and other minority interests, which was primarily used to repay a portion of the outstanding debt balance.

Refer to Notes 7, 8, 14 and 15 to our audited consolidated financial statements included elsewhere in this prospectus for more information.

We had cash and cash equivalents of $37.5 million as of January 3, 2021 and $50.7 million as of April 4, 2021. We believe that our existing cash and cash equivalents and debt facilities, together with the proceeds of this offering, will be sufficient to fund our operating and capital needs for at least the next twelve months. Our

 

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assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary because of, and our future capital requirements will depend on, many factors, including our growth rate, the timing and extent of spending to acquire franchises, the growth of our presence in new markets and the expansion of our omni-channel model in existing markets. We may enter into arrangements in the future to acquire or invest in complementary businesses, services and technologies. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations and financial condition would be adversely affected.

Cash Flows

We generate significant cash from operations and have substantial credit availability and capacity to fund operating and discretionary spending such as capital expenditures and debt repayments. Our requirement for working capital is not significant because our customers pay us in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items. The following table and discussion present, for the periods indicated, a summary of our key cash flows from operating, investing and financing activities:

 

   Quarters ended  Fiscal Years Ended 

(in thousands)

  April 4,
2021
  March 29,
2020
  January 3,
2021
  December 29,
2019
  December 30,
2018
 

Net cash provided by (used in) operating activities

  $40,641  $(89 $28,675  $80,812  $148,337 

Net cash used in investing activities

   (63,653  (22,399  (168,128  (226,606  (303,283

Net cash provided by financing activities

   36,814   281,680   139,441   129,077   166,195 

Cash Flows Provided by Operating Activities

Cash provided by operations totaled $40.6 million for the first quarter of fiscal 2021, an increase of $40.7 million compared with the amount for the first quarter of fiscal 2020. Cash provided by operations increased primarily due to operating results producing a smaller net loss in the first fiscal quarter of 2021 due in part to impacts on business operations during the COVID-19 pandemic in the first fiscal quarter of 2020. The increase also reflected an improvement of approximately $26.2 million in working capital as a result of changes in receivable and payable balances.

Cash provided by operations totaled $28.7 million for fiscal 2020, a decrease of $52.1 million compared with the amount for fiscal 2019. Cash provided by operations decreased primarily due to operating results producing a larger net loss in fiscal 2020 due in part to impacts on business operations during the COVID-19 pandemic and changes in receivable and inventory balances partially due to the launch of our Branded Sweet Treat Line. In addition, fiscal 2019 included the collection of a $28.6 million related-party income tax receivable balance.

Cash provided by operations totaled $80.8 million for fiscal 2019, a decrease of $67.5 million compared with the amount for fiscal 2018. The decrease was primarily due to over $100.0 million less cash generated by accounts payable in fiscal 2019. This was due to the use of structured payables for cash generation in fiscal 2019 while more traditional extensions of payment terms were used in fiscal 2018. This decrease in cash generation was partially offset by increased cash generated from deferred income taxes in fiscal 2019 versus fiscal 2018.

 

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We have undertaken broad efforts to improve our working capital position and cash generation, in part by negotiating longer payment terms with vendors. We have an agreement with a third-party administrator which allows participating vendors to track our payments, and if voluntarily elected by the vendor, to sell payment obligations from us to financial institutions (the “Supply Chain Financing Program” or the “SCF Program”). Our typical payment terms for trade payables range to 180 days outside of the SCF Program, depending on the type of vendors and the nature of the supplies or services. For vendors under the SCF Program, we have established payable terms ranging up to, but not exceeding, 360 days. When participating vendors elect to sell one or more of our payment obligations, our rights and obligations to settle the payables on their contractual due date are not impacted. We have no economic or commercial interest in a vendor’s decision to enter into these agreements and the financial institutions do not provide us with incentives such as rebates or profit sharing under the SCF Program. We agree on commercial terms with vendors for the goods and services procured, which are consistent with payment terms observed at other peer companies in the industry, and as the terms are not impacted by the SCF Program, such obligations are classified as trade payables.

Cash Flows Used in Investing Activities

Cash used for investing activities totaled $63.7 million for the first quarter of fiscal 2021, an increase in investment of $41.3 million compared with the first quarter of fiscal 2020. The increase is primarily due to $33.6 million cash used for acquisitions of franchised stores in the first fiscal quarter of 2021 and an incremental $7.5 million of property and equipment purchases.

Cash used for investing activities totaled $168.1 million for fiscal 2020, a decrease in investment of $58.5 million compared with fiscal 2019. The decrease is primarily due to $75.5 million less cash used for acquisitions in fiscal 2020, partially offset by an incremental $21.5 million of property and equipment purchases.

Cash used in investing activities was $226.6 million for fiscal 2019, a decrease of $76.7 million compared with fiscal 2018. The decrease is primarily driven by cash used for acquisitions of $340.9 million and $42.8 million of property and equipment purchases, partially offset by $79.4 million generated through a sale leaseback transaction related to company shop assets that were previously owned.

Cash Flows Provided by Financing Activities

Cash provided by financing activities totaled $36.8 million for the first quarter of fiscal 2021, a decrease of $244.9 million compared with the first quarter of fiscal 2020. The decrease was mainly driven by a $260.0 million draw down on the revolving credit facility during the first quarter of fiscal 2020 which was related to cash preservation at the onset of the COVID-19 pandemic.

Cash provided by financing activities totaled $139.4 million for fiscal 2020, an increase of $10.4 million compared to fiscal 2019. Cash provided by financing activities primarily included increased net issuance of debt in order to fund acquisitions, as well as cash provided by working capital through structured payables programs.

Cash provided by financing activities totaled $129.1 million for fiscal 2019, a decrease of $37.1 million compared with fiscal 2018, primarily due to an $80.0 million capital contribution in fiscal 2018 partially offset by additional cash generated by structured payables and less distributions to shareholders and noncontrolling interest holders in fiscal 2019. Net cash generated by structured payables programs was $55.9 million in fiscal 2019 compared to $13.8 million in fiscal 2018.

We utilize various purchase cards issued by financial institutions to facilitate purchases of goods and services. By using the cards, we receive rebates and differing levels of discounts based on timing of repayment. The payment obligations under these purchase cards are classified as structured payables on our consolidated balance sheets and the associated cash flows are included in the financing section of our consolidated statement of cash flows. During fiscal 2020 and 2019, the balances under the various purchase cards increased by $67.5 million and $55.9 million, respectively, resulting in a net financing cash generation of $123.4 million over the past two fiscal years.

 

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Debt

Related Party Notes

We are party to a senior unsecured note agreement with Krispy Kreme G.P. (“KK GP”) for an aggregate principal amount of $283.1 million. In April 2019, we entered into an additional unsecured note with KK GP for $54.0 million (such notes together, the “Related Party Notes”), which in part funded the repayment of $78.9 million of third-party debt. The Related Party Notes will mature in series: $202.3 million in October 2027, $89.9 million in October 2028 and $44.9 million in October 2029, with an interest rate of 6.55%, 6.65% and 6.75%, respectively. The interest payment is due 60 days after December 31 of each calendar year. Any overdue amount of principal and interest will bear interest payable at a rate per annum equal to the sum of (1) 2% and (2) the weighted average interest rates of the notes. The unpaid accrued interest is included in Related Party Notes payable in the consolidated balance sheets. Additionally, the Related Party Notes include covenants that prohibit us to subordinate the Related Party Notes to other unsecured indebtedness. As of January 3, 2021, and December 29, 2019, the outstanding amount of principal and interest was $344.6 million and $340.2 million, respectively. The interest expense for the fiscal years ended January 3, 2021, December 29, 2019 and December 30, 2018 was $22.5 million, $21.9 million and $18.9 million, respectively. As of April 4, 2021 and March 29, 2020, the outstanding amount of principal and interest was $350.1 million and $345.8 million, respectively. The interest expense was $5.6 million for both the first quarter of fiscal 2021 and the first quarter of fiscal 2020.

The Related Party Notes will be repaid with a portion of the KKHI pro rata dividend, which will be paid from the proceeds from the Term Loan Facility. Therefore, we anticipate less interest expense and higher cash provided by operating activities in future periods.

See Note 15 to our audited consolidated financial statements included elsewhere in this prospectus for more information.

2019 Facility

On June 13, 2019, we entered into a new credit agreement (the “2019 Facility”). The 2019 Facility provides for senior secured credit facilities in the form of $700.0 million in aggregate principal of term loans and $300.0 million of revolving capacity. The initial proceeds from the 2019 Facility were used to repay the outstanding amounts under the 2016 credit facility. Borrowings under the 2019 Facility are subject to an interest rate of one-month LIBOR plus 2.25% if our Total Net Leverage Ratio (as defined in the 2019 Facility) equals or exceeds 4.00 to 1.00, 2.00% if our Total Net Leverage Ratio is less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00 or 1.75% if our Total Net Leverage Ratio is less than 3.00 to 1.00, as determined under the 2019 Facility. We are required to make equal installments of 1.25% of the aggregate closing date principal amount of the term loans on the last day of each fiscal quarter. All remaining term loan and revolving loan balances are to be due five years from the initial closing date.

Under the terms of the 2019 Facility, we are subject to a requirement to maintain a Total Net Leverage Ratio of less than 5.50 to 1.00 as of January 3, 2021, which reduces to 5.00 to 1.00 by April 2, 2023. The Total Net Leverage Ratio under the 2019 Facility is defined as the ratio of (a) Total Indebtedness (as defined in the 2019 Facility, which includes all debt and finance lease obligations) minus unrestricted cash and cash equivalents to (b) a defined calculation of adjusted EBITDA (“2019 Facility Adjusted EBITDA”) for the most recently ended Test Period (as defined in the 2019 Facility). Our Total Net Leverage Ratio was 3.98 to 1:00 as of the end of fiscal 2020 and 3.83 to 1:00 as of the end of fiscal 2019. The 2019 Facility Adjusted EBITDA for purposes of these restrictive covenants includes incremental adjustments beyond those included in our Adjusted EBITDA non-GAAP measure. Specifically, the 2019 Facility Adjusted EBITDA definition includes pro forma impact of EBITDA to be received from new shop openings and acquisitions for periods not yet in operation, acquisition-related synergies and cost optimization activities and incremental add-backs for pre-opening costs and for COVID-19 expenses and lost profits.

 

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Our Total Net Leverage Ratio was 3.82:1.00 as of the end of the first quarter of 2021, 3.98:1:00 as of the end of fiscal 2020 and 3.83:1:00 as of the end of fiscal 2019.

The borrowings under the 2019 Facility are collateralized by substantially all of our assets, including our equity interests in our subsidiaries. The 2019 Facility also contains covenants customary for facilities of its type which, among other things, generally limit (with certain exceptions): mergers, amalgamations, or consolidations; the incurrence of additional indebtedness (including guarantees); the incurrence of additional liens; the sale, assignment, lease, conveyance or transfer of assets; certain investments; dividends and stock redemptions or repurchases in excess of certain amounts; transactions with affiliates; engaging in materially different lines of business; and other activities customarily restricted in such agreements. The 2019 Facility also prohibits the transfer of cash or other assets to the parent company, whether by dividend, loan or otherwise, but provides for exceptions to enable the parent company to pay taxes, directors’ fees and operating expenses, as well as exceptions to permit dividends in respect of our common stock and stock redemptions and repurchases, to the extent permitted by the 2019 Facility.

We were in compliance with the financial and other covenants related to the 2019 Facility as of April 4, 2021, as of the date of this prospectus and expect to remain in compliance over the next 12 months. If we are unable to meet the 2019 Facility financial or other covenants in future periods, it may negatively impact our liquidity by limiting our ability to draw on the revolving credit facility, could result in the lenders accelerating the maturity of such indebtedness and foreclosing upon the collateral pledged thereunder, and could require the replacement of the 2019 Facility with new sources of financing which there is no guaranty we could secure. For additional information, refer to Note 7 to our audited consolidated financial statements included elsewhere in this prospectus.

Subsequent Events

Equity Grants

During May 2021, we granted 512,207 options to purchase our common stock and 414,918 restricted stock units to certain of our employees and directors. The estimated fair values of the options and restricted stock units granted were $29.1 million and $55.9 million, respectively. We expect to incur share-based compensation expense for such grants beginning in the second quarter of 2021. For more information see Note 15 to our unaudited interim consolidated financial statements included elsewhere in this prospectus.

On April 9, 2021, the Company received $144.1 million in capital contributions from shareholders and other minority interest investors. This amount was used to repay a portion of the outstanding debt balance under the 2019 Facility. This amount will be accounted for as a capital contribution in the Condensed Consolidated Statements of Changes in Shareholders’ Equity.

Term Loan Facility

On June 10, 2021, KKHI entered into the Term Loan Facility, in an initial aggregate principal amount of $500.0 million. On June 17, 2021, KKHI borrowed $500.0 million under the Term Loan Facility. The Term Loan Facility matures on the earlier of (i) June 10, 2022 and (ii) four business days of receipt of the net proceeds from this offering. The borrowings under the Term Loan Facility bear interest at a rate equal to LIBOR plus a margin of 2.60%. The Term Loan Facility contains customary covenants that prohibit us from, among other things, incurring additional indebtedness prior to the date that we have repaid the Term Loan Facility in full. The Company expects to pay all of its outstanding indebtedness under the Term Loan Facility using part of the net proceeds of this offering.

Critical Accounting Policies and Estimates

The financial information discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon or derived from our audited consolidated financial statements, which

 

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have been prepared in conformity with U.S. GAAP. The preparation of the financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our audited consolidated financial statements.

On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. We review our financial reporting and disclosure practices and accounting policies quarterly to confirm that they provide accurate and transparent information relative to the current economic and business environment. A summary of our significant accounting policies is included in Note 1 to our audited consolidated financial statements included elsewhere in this prospectus. We believe that our critical accounting policies and estimates are:

Self-Insurance Risks and Receivables from Insurers

We are subject to workers’ compensation, vehicle and general liability claims and are self-insured for the cost of all workers’ compensation, vehicle and general liability claims up to the amount of stop-loss insurance coverage purchased from commercial insurance carriers. We maintain accruals for the estimated cost of claims, without regard to the effects of stop-loss coverage, using actuarial methods which evaluate known open and incurred but not reported claims and consider historical loss development experience. In addition, we record receivables from the insurance carriers for claims amounts estimated to be recovered under the stop-loss insurance policies when these amounts are estimable and probable of collection. We estimate such stop-loss receivables using the same actuarial methods used to establish the related claims accruals and taking into account the amount of risk transferred to the carriers under the stop-loss policies. The stop-loss policies provide coverage for claims in excess of retained self-insurance risks, which are determined on a claim-by-claim basis. If a greater amount of claims are reported, or if medical costs increase beyond our expectations, our liabilities may not be sufficient, and we could recognize additional expense.

Income taxes

Our provision for income taxes, deferred tax assets and liabilities including valuation allowance requires the use of estimates based on our management’s interpretation and application of complex tax laws and accounting guidance. We are primarily subject to income taxes in the United States. We establish reserves for uncertain tax positions for material, known tax exposures in accordance with ASC 740 relating to deductions, transactions and other matters involving some uncertainty as to the measurement and recognition of the item. We may adjust these reserves when our judgment changes as a result of the evaluation of new information not previously available and will be reflected in the period in which the new information is available. While we believe that our reserves are adequate, issues raised by a tax authority may be resolved at an amount different than the related reserve and could materially increase or decrease our income tax provision in future periods.

Goodwill and Indefinite lived intangibles

For each reporting unit, the Company assesses goodwill for impairment annually at the beginning of the fourth fiscal quarter or more frequently when impairment indicators are present. If the carrying value of the reporting unit exceeds its fair value, the Company recognizes an impairment charge for the difference up to the carrying value of the allocated goodwill. The value is estimated under a discounted cash flow approach, which incorporates assumptions regarding future growth rates, terminal values and discount rates. For the fiscal years 2020, 2019 and 2018, there were no goodwill impairment charges. The fair value of each of our reporting units is significantly in excess of its carrying value, and absent a sustained multi-year global decline in our business in key markets such as the U.S. and Canada, we do not anticipate incurring significant goodwill impairment in the next 12 months.

 

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Other intangible assets primarily represent the trade names for our brands, franchise agreements (domestic and international), reacquired franchise rights, customer relationships and non-competition agreements. The trade names have been assigned an indefinite useful life and are reviewed annually for impairment. All other intangible assets are amortized on a straight-line basis over their estimated useful lives. Definite-lived intangible assets are assessed for impairment whenever triggering events or indicators of potential impairment occur. We did not have any impairment charges of other intangible assets during any of the periods presented.

New Accounting Pronouncements

Refer to Note 1 to the audited consolidated financial statements included elsewhere in this prospectus for a detailed description of recent accounting pronouncements issued and adopted.

Quantitative and Qualitative Disclosures About Market Risk

Effects of Changing Prices – Inflation

We are exposed to the effects of commodity price fluctuations in the cost of ingredients of our products, of which flour, sugar and shortening are the most significant. We have demonstrated an ability to manage inflationary cost increases effectively due to rapid inventory turnover, ability to adjust pricing of our products, and from time to time we may enter into forward contract for supply, purchase exchange-traded commodity futures contracts, and options on such contracts, for raw materials which are ingredients of our products or which are components of such ingredients, including wheat and soybean oil. We are also exposed to the effects of commodity price fluctuations in the cost of gasoline used by our delivery vehicles. To mitigate the risk of fluctuations in the price of our gasoline purchases, we may purchase swaps, exchange-traded commodity futures contracts and options on such contracts.

Interest Rate Risk

We are exposed to changes in interest rates on any borrowings under our debt facilities, which bear interest based on the one-month LIBOR (with a floor of zero). Generally, interest rate changes could impact the amount of our interest paid and, therefore, our future earnings and cash flows, assuming other factors are held constant. To mitigate the impact of changes in LIBOR on interest expense for a portion of our variable rate debt, we have entered into interest rate swaps on $505.0 million notional of our $832.5 million of outstanding debt as of April 4, 2021, which we account for as cash flow hedges. Based on the $327.5 million of unhedged outstanding as of April 4, 2021, a 100 basis point increase in the one-month LIBOR would result in a $3.3 million increase in interest expense for a twelve-month period, while a 100 basis point decrease would result in the floor of zero and thus a decrease in interest expense of $0.6 million for a twelve-month period based on the daily average of the one-month LIBOR for the fiscal quarter ended April 4, 2021.

The Financial Conduct Authority in the U.K. intends to phase out LIBOR by the end of 2023. We have negotiated terms in consideration of this discontinuation and do not expect that the discontinuation of the LIBOR rate, including any legal or regulatory changes made in response to its future phase out, will have a material impact on our liquidity or results of operations. Refer to “Risk Factors” section within this Registration Statement for a discussion of risks related to the expected discontinuation of LIBOR.

Foreign Currency Risk

We are exposed to foreign currency translation risk on the operations of our subsidiaries that functional currencies are other than the U.S. dollar, whose revenues accounted for approximately 23% of our total net revenues for fiscal 2020. A substantial majority of these revenues, or approximately $230.2 million, were attributable to subsidiaries whose functional currencies are the British pound sterling, the Australian dollar and the Mexican peso. A 10% increase or decrease in the average fiscal 2020 exchange rate of the British pound

 

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sterling, the Australian dollar and the Mexican peso against the U.S. dollar would have resulted in a decrease or increase of approximately $23.0 million in our fiscal 2020 total net revenues.

From time to time, we engage in foreign currency exchange and credit transactions with our non-U.S. subsidiaries, which we typically hedge. To date, the impact of such transactions, including the cost of hedging, has not been material. We do not engage in foreign currency or hedging transactions for speculative purposes.

 

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BUSINESS

Our Purpose

 

 

LOGO

The Joy of Krispy Kreme

Krispy Kreme is one of the most beloved and well-known sweet treat brands in the world. Over its 83-year history, Krispy Kreme has developed a broad consumer base, selling 1.3 billion doughnuts across 30 countries in fiscal 2020. We are an omni-channel business operating through a network of doughnut shops, partnerships with leading retailers, and a rapidly growing e-Commerce and delivery business. We believe that we have one of the largest and most passionate consumer followings today, exemplified by the over 38 billion total media impressions generated by Krispy Kreme in fiscal 2020. As an affordable indulgence enjoyed across cultures, races, and income levels, we believe that Krispy Kreme has the potential to deliver joyful experiences across the world.

Krispy Kreme doughnuts are world-renowned for their freshness, taste and quality. Our iconic Original Glazed doughnut is universally recognized for its melt-in-your-mouth experience. One differentiating aspect of the Original Glazed® doughnut is its ability to be served hot. In our Hot Light Theater Shops, we produce fresh Original Glazed doughnuts right in front of our guests and turn on our iconic “Hot Now” light to let the world know that our doughnuts are hot and ready. We dedicate ourselves to providing the freshest and most awesome doughnut experience imaginable, with 73% of our surveyed customers, in a 2021 survey conducted by the Company, reporting that if they could eat only one doughnut brand for the rest of their life, they would choose Krispy Kreme.

 

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LOGO

Sharing and gifting are important and distinct attributes of our success. More than 75% of our doughnuts are sold in sharing quantities of a dozen or half-dozen. While 64% of our doughnut sales in fiscal 2020 were from our Original Glazed doughnut, we also offer a wide range of fresh, high quality doughnuts and sweet treats that are unique to Krispy Kreme. We believe we have a strong track record of innovation across varieties, shapes and flavors.

We believe our consumers’ passion for the Krispy Kreme experience combined with our expertise in innovation provide us with unique opportunities to efficiently create major media-driven events. For example, our recent promotion gifting doughnuts to individuals who received a COVID-19 vaccination resulted in over seven billion earned media impressions. We also believe Krispy Kreme plays a significant role in moments of joy beyond simple individual food indulgence, including school and sports events, community celebrations, holidays, weddings, birthdays and many other occasions.

We are an omni-channel business, creating doughnut experiences via (1) our Hot Light Theater and Fresh Shops, (2) DFD, (3) e-Commerce and delivery and (4) our new Branded Sweet Treat Line. We have an efficient Hub & Spoke model, which leverages a balance of our Hot Light Theater Shops with their famous glaze waterfalls, smaller Fresh Shops and branded cabinets within high traffic grocery and convenience locations. Our e-Commerce platform and delivery capability are significant enablers of our omni-channel growth. We also recently launched our Branded Sweet Treat Line, a new line of Krispy Kreme-branded packaged sweet treats intended to extend our consumer reach with shelf-stable, high quality products available through grocery, mass merchandise, and convenience locations.

In addition to creating awesome doughnut experiences, we create “cookie magic” through Insomnia, which specializes in warm, delicious cookies delivered right to the doors of its Insomniacs, along with an innovative portfolio of cookie cakes, ice cream, cookie-wiches and brownies. Since its founding in a college dorm room in 2003, Insomnia has built a dedicated following across its core demographic of young consumers. Insomnia is a digital-first concept with 54% of its sales driven through e-Commerce and 50% of sales delivered off-premise in fiscal 2020. By leveraging the power of each platform, both Insomnia and Krispy Kreme enjoy significant benefits from their partnership. Insomnia’s strong existing digital and delivery capabilities help Krispy Kreme accelerate its e-Commerce business. Insomnia benefits from Krispy Kreme’s experience in scaling and navigating omni-channel expansion. Targeting affordable, high quality emotional indulgence experiences is at the heart of both brands.

In recent years, we substantially invested in our business to accelerate performance and position us for long-term, sustained growth. We have invested in our omni-channel model, brand positioning, product quality and innovation capabilities. Our legacy wholesale business has evolved by transforming our DFD business channels

 

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and introducing our new Branded Sweet Treat Line. Our DFD business is enabled by our Hot Light Theater Shops and Doughnut Factories to ensure consistent and fresh quality across all channels where consumers experience our products. We have increased control of our network by acquiring and integrating certain of our franchised locations in the United States and acquiring the existing businesses in the United Kingdom, Australia, Mexico and Japan. These investments have allowed us to accelerate the implementation of our strategic vision, while ensuring a consistent and engaging experience for our customers. We are present in 30 countries representing a wide diversity of markets and cultures, with over one-third of Krispy Kreme’s global sales generated outside of the United States and Canada, and our aided awareness in tracked markets is 94%.

Our purpose of touching and enhancing lives is reflective of how we operate on a daily basis and the love we have for our people, our communities and planet. The love for our people is present in our safe, inclusive and diverse workplace and the opportunities for growth we provide to all Krispy Kremers. These values are reinforced through our initiatives and programs, for example our Diversity and Inclusion Council, Employee Resource Groups, and unconscious bias training. We care for our communities by ensuring the highest quality products as well as through our philanthropic initiatives and Acts of Joy. We show our love of the planet through the use of sustainable practices that limit our use of resources and have a positive impact on our planet. This includes our commitment to responsible sourcing, waste and food waste reduction, more sustainable packaging, as well as several green energy initiatives currently underway. Going forward, we are committed to actively pursuing new opportunities to make a positive impact on our people, our communities and planetas well as regularly reporting on our progress, leveraging globally accepted ESG reporting frameworks.

Our strategy is built on our belief that almost all consumers desire an occasional indulgence, and that when they indulge, they want a high quality, emotionally differentiated experience. We believe this desire, especially one which is affordable to consumers, exists during good times and bad. For example, despite the challenges faced by businesses all over the world during the COVID-19 pandemic, Krispy Kreme continued to grow, reaching the highest level of sales in our brand’s history with net revenue of $1.1 billion in fiscal 2020. This speaks to the appeal and resiliency of our brand and market.

The strength of our brand, strategy and people is demonstrated by our strong financial performance:

 

  

For fiscal 2020, we generated $1,122.0 million of net revenue, $145.4 million of Adjusted EBITDA, $42.3 million of Adjusted Net Income and $60.9 million of net loss

 

  

From fiscal 2016 to fiscal 2020, our net revenue CAGR was 19.1%

 

  

From fiscal 2016 to fiscal 2020, our global points of access increased from 5,720 to 8,275

 

 

LOGO

 

(1)

As described in Note 1 to our audited consolidated financial statements included elsewhere in this prospectus, we adopted the new revenue recognition standard during the annual period beginning on

 

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 January 1, 2018. Prior to that time, advertising contributions and related expenditures were not included in the consolidated statements of operations. Net revenue for fiscal 2020, 2019 and 2018 is inclusive of advertising contributions totaling $8.1 million, $9.3 million and $7.8 million, respectively, in accordance with our adoption of the new revenue recognition standard. The inclusion of these impacts was responsible for 0.2 percentage points of the CAGR from fiscal 2016 to fiscal 2020. Other impacts to net revenue as a result of adopting the new revenue recognition standard are deemed immaterial.
(2)

The JAB Acquisition (as defined below) was completed on July 27, 2016. Fiscal 2016 net revenue, as presented above, includes the predecessor period net revenue of $310 million for the period from December 28, 2015 to July 27, 2016 and the successor period net revenue of $247 million for the period from July 28, 2016 to January 1, 2017.

(3)

Global points of access reflects all locations at which fresh doughnuts and cookies can be purchased. We define global points of access to include all Hot Light Theater Shops, Fresh Shops, DFD doors and cookie shops, at both company-owned and franchise locations (does not include new Branded Sweet Treat Line).

For a description of organic revenue growth, Adjusted EBITDA and Adjusted Net Income, see “About this Prospectus – Non-GAAP Financial Measures” and for more information on global points of access, see “About this Prospectus – Key Performance Indicators.”

Our Global Opportunity

We operate in the large, stable and steadily growing approximately $650 billion global indulgence market*, and believe we are well-positioned to gain share in this attractive market. While Krispy Kreme has developed 94% aided awareness in our tracked markets, only a small fraction of the world’s population has the geographic proximity to be Krispy Kreme customers today. In addition, we believe market conditions will remain highly favorable as global consumers’ longstanding demand for quality indulgence continues to grow. Data indicates that nearly all consumers (97%) enjoy indulgences at least occasionally and we believe Krispy Kreme is poised to meet this growing consumer demand and seize the opportunity to be part of a growing number of shared indulgence occasions.

Indulgence foods have proven to be recession-resistant historically, as exhibited by 4.0% category growth through the global financial crisis (CAGR 2007-2009) and 4.3% during the current COVID-19 pandemic (year-over-year 2019-2020). We believe people love an occasional indulgence, no matter the environment. With favorable secular trends around indulgence and our positioning as a shared occasion treat, we aim to continue to strengthen our position as a leader in the category and capture outsized share of this attractive market opportunity.

The Ingredients of Our Success

We believe the following competitive differentiators position us to generate significant growth as we continue towards our goal of becoming the most loved sweet treat brand in the world.

Beloved Global Brand with Ubiquitous Appeal

We believe that Krispy Kreme is an iconic, globally recognized brand with rich history that is epitomized by our fresh Original Glazed doughnut. We are one of the most loved sweet treat retailers in the United States and many markets around the world. We have an extremely loyal, energetic, and emotionally connected consumer base and leading engagement rates that are 19% greater than those of the closest peer in the global indulgence market. We believe that our brand love and ubiquitous appeal, as demonstrated by our strong Net Promotor Score in the United States, differentiate us from the competition. We continuously seek to understand what consumers are celebrating or experiencing in their lives and actively engage our passionate followers to activate this emotional connection through memorable, sharable moments – our “Acts of Joy” – which we believe further fuel our brand love. In fiscal 2020 alone, Krispy Kreme generated over 38 billion total media impressions, up from less than two billion media impressions in 2016.

 

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Creating Awesome Experiences

We provide authentic indulgent experiences, delivering joy through high quality doughnuts made from our own proprietary formulations. Our strict quality standards and uniform production systems ensure the customer’s interaction with Krispy Kreme is consistent with our brand promise, no matter where in the world they experience it. We aim to create product experiences that align with seasonal and trending consumer interests and make positive connections through simple, frequent, brand-focused offerings that encourage shared experiences.

Our experiences start with our Hot Light Theater Shops which create an immersive and interactive environment to showcase our brand. When our Hot Light is on, our manufacturing process is on full display to our customers, including our iconic glaze waterfall and fresh hot-off-the-line doughnut offering. Sharing this manufacturing process with consumers speaks to the authenticity and wholesomeness of our brand and highlights the fresh and high-quality nature of our products. We believe the sights, smells, sounds and taste of the experience cannot be replicated at scale and result in a virtuous cycle of one generation introducing the next to our one-of-a-kind brand.

We utilize seasonal innovations, alongside the expansion of our core product offering, to inspire customer wonder and keep our consumers engaged with the brand and our products. Our sweet treat assortment begins with our iconic Original Glazed doughnut inspired by our founder’s classic yeast-based recipe that serves as the canvas for our product innovation and ideation. Using the Original Glazed doughnut as our foundation, we have expanded our offerings to feature everyday classic items such as our flavor glazes and “minis,” which lend themselves well to gifting occasions such as birthdays and school activities. Our “Original Filled” rings offer the benefits of a filled shell doughnut without the mess. Our seasonal items create unique assortments centered on holidays and events, with St. Patrick’s Day, July Fourth, Halloween, Christmas and Easter, all examples of holidays for which we routinely innovate. We also maintain brand relevance by participating in significant cultural moments. We have made heart-shaped conversation doughnuts with edible phrases for Valentine’s Day and offered free Original Glazed doughnuts and election stickers to anyone who voted in the 2020 U.S. presidential election. We launched filled rings tied to the 50th anniversary of the Apollo moon landing in 2019 and in 2021 we celebrated the safe landing of NASA’s Perseverance on Mars with a special Mars-themed doughnut. We strategically launch offerings tied to these historic moments to gain mind share, grow brand love and help drive sales.

 

 

LOGO

 

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Creating an Emotional Connection with Our Local Communities

Acts of Joy

We believe the experiences Krispy Kreme creates drive an emotional connection with our consumers and in our local communities, resulting in a positive brand halo around Krispy Kreme. We believe a truly loved brand must maintain cultural relevance by demonstrating an understanding of what consumers are celebrating or experiencing in their lives. We our passionate followers and activate this emotional connection through strategic initiatives, such as charitable giving and events. We call these memorable, sharable moments “Acts of Joy” which we believe further fuels our brand love. Recent Acts of Joy include:

 

  

“Healthcare Mondays” – across eight Mondays in fiscal 2020, we gave unlimited doughnuts to any health care worker who asked, with no purchase requirement, simply to thank them for their important work through the COVID-19 pandemic. This drove over 4.2 billion earned media impressions and over 1,800 media placements.

 

  

“Be Sweet Saturdays” – for every Saturday in April and May of fiscal 2020, we gave consumers a free, separately sealed and bagged, Original Glazed dozen to share with friends or neighbors they could not see due to pandemic restrictions. This drove significant media coverage and contributed to positive sales throughout respective April and May weekends.

 

  

“Senior Week” – we gave a free “Graduate Dozen” to all graduating high school and college seniors who were denied their moment of walking across the stage to accept a diploma in 2020. This became an event unto itself with four-hour lines in certain locations, generating over 2 billion earned media impressions and over 2,400 media placements.

 

  

“COVID-19 Vaccine Offer” – in March 2021, we offered a free doughnut to anyone who received a COVID-19 vaccination. This promotion was incredibly well received and surpassed 7.6 billion earned media impressions and over 5,300 media placements in the first ten days of the initiative alone.

Raise Dough for Your Cause

In addition to these initiatives, we also help community organizations raise money for their respective worthwhile causes through our “Raise Dough for Your Cause” platform by offering favorable doughnut pricing for local fundraising events. Leveraging our iconic Original Glazed doughnut dozens, these events often serve as an introduction to the brand and help bring new consumers into the Krispy Kreme experience.

 

 

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Leveraging our Omni-Channel Model to Expand Our Reach

We believe our omni-channel model, enabled by our Hub & Spoke approach, allows us to maximize our market opportunity while ensuring control and quality across our suite of products. We apply a tailored approach across a variety of distinct shop formats to grow in discrete, highly attractive and diverse markets, and maintain brand integrity and scarcity value while capitalizing on significant untapped consumer demand. Many of our shops offer drive-thrus, which also expand their off-premises reach. Our Hot Light Theater Shops’ production capacity allow us to leverage our investment by efficiently expanding to our consumers wherever they may be — whether in a local Fresh Shop, in a grocery or convenience store, on their commute home or directly to their doorstep via home delivery.

Hub & Spoke

 

  

Hot Light Theater Shops and other Hubs – Immersive and interactive experiential shops which provide unique and differentiated customer experiences while serving as local production facilities for our network. These locations serve as Hubs to enable our Hub & Spoke model and expand our brand’s reach. Each features our famous glaze waterfalls and “Hot Now” light that communicate the joy and emotion at the core of our brand. Hot Light Theater Shops are typically destination locations, with 87% of U.S. locations featuring drive-thru capability. Our flexible drive-thru model offers a convenient off-premise experience which accounted for 46% and 64% of U.S. doughnut shop sales in fiscal 2019 and 2020, respectively. We also have smaller Mini-Hot Light Theater Shops that serve hot doughnut experiences to high foot fall, urban locations. In higher density urban environments, we also utilize Doughnut Factories to provide fresh doughnuts to Spoke locations, which include Fresh Shops and DFD doors.

 

  

Fresh Shops – Smaller doughnut shops and kiosks, without manufacturing capabilities, selling fresh doughnuts delivered daily from Hub locations. Fresh Shops expand our consumer-serving capacity, while maintaining quality and scarcity value.

 

  

Delivered Fresh Daily – Krispy Kreme branded doughnut cabinets within high traffic grocery and convenience locations, selling fresh doughnuts delivered daily from Hub locations. Through our DFD partnerships, we are able to significantly expand our points of access so that more consumers can experience Krispy Kreme doughnuts. These additional Spoke locations further leverage our manufacturing Hub locations, creating greater system efficiency. Consistent with our commitment to product quality, our current DFD business has been transformed materially from our legacy wholesale model. In 2018, we began strategically exiting unprofitable, low-volume doors and pivoting towards delivered-fresh-daily products offered in branded in-store cabinets. This evolution, which had a negative short-term financial impact, was largely completed in 2020 and we believe positions us for strong and sustainable growth in DFD.

 

  

e-Commerce and Delivery – Fresh doughnuts for pickup or delivery, ordered via our branded e-Commerce platforms or through third-party digital channels. In the United States and Canada our branded e-Commerce platform enables attractive opportunities like gifting and office catering, further fueling our momentum across key geographies. For fiscal 2020, 18% of our U.S. sales, inclusive of Insomnia and exclusive of our Branded Sweet Treat Line and DFD, were digital and we aim to grow this significantly in the next few years, both domestically and internationally. The acquisition of Insomnia allowed us to further develop our e-Commerce business by leveraging Insomnia’s expertise and capabilities to accelerate Krispy Kreme’s digital opportunity.

 

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Branded Sweet Treat Line

Our Krispy Kreme branded packaged sweet treat line offers a delicious, quality experience free of artificial flavors. This new line of products is distributed in the United States through major grocery, mass merchandise, and convenience locations, allowing us to capture the sweet snacking occasion for our customers seeking more convenience.

Our Fast-Growing, Digital-First Cookie Concept

Our addition of Insomnia has expanded our sweet treat platform to include a complementary brand rooted in the belief that indulgent experiences are better enjoyed together. Insomnia delivers warm, delicious cookies right to the doors of individuals and companies alike. Insomnia is a digital-first brand with 54% of its sales coming from e-Commerce channels in fiscal 2020. We own the night through incredibly craveable offerings of cookies (over 65 million sold in 2020), brownies, cookie cakes, ice cream, cookie-wiches and cold milk. In addition to satisfying late night cravings, Insomnia delivers the cookie magic across a broad set of daytime occasions, including retail, gifting and catering. Through its 191 locations as of April 4, 2021, Insomnia is able to deliver locally within 30 minutes while also expanding its nationwide delivery capabilities that allows it to deliver next-day to more than 95% of addresses in the United States. We continue to leverage these digital and internal delivery capabilities while expanding Insomnia’s omni-channel presence, combining both of our strengths to improve our overall platform.

Proven Team Creating and Leading Distinct Entrepreneurial and Collaborative Culture

Led by a team of highly experienced, passionate and committed executives, we maintain an entrepreneurial culture, which we call our “Leadership Mix.” Our “Krispy Kremers” bring our culture to life every day. Our values are underpinned by a timeless aspiration to touch and enhance lives – delivering joy to our customers is fundamental to everything we do at Krispy Kreme. Giving back to our communities through fundraising and philanthropic work is at our core and ingrained in our culture and hiring.

Our talent and culture serve as our foundation for achieving our growth strategies. We believe we have instilled our purpose and Leadership Mix across our system, globally. Utilizing global key performance objectives, we inspire our Krispy Kremers to continually improve and never settle. We believe that our culture plays a key role in our position as one of the most loved sweet treat brands in the world.

 

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Our Growth Strategies

We have made investments in our brand, our people and our infrastructure and believe we are well positioned to drive sustained growth as we execute on our strategy. Across our global organization, we have built a team of talented and highly engaged Krispy Kremers and Insomniac team members. Over the past several years we have taken increased control of the U.S. market to enable execution of our omni-channel strategy, including accelerating growth across our doughnut shops, DFD, e-Commerce and Branded Sweet Treat Line. Globally, we have developed an operating model that sets the foundation for continued expansion in both existing and new geographies. As a result, we believe we are in a position to combine a globally recognized and loyalty-inspiring brand with a leading management team and we aim to unlock increased growth in sales and profitability through the following strategies:

 

  

Increase trial and frequency;

 

  

Expand our omni-channel network in new and existing markets;

 

  

Continue to grow Insomnia Cookies; and

 

  

Drive additional efficiency benefits from our omni-channel execution.

Increase trial and frequency

Almost all consumers desire an occasional indulgence, and when they indulge, they want a high quality, emotionally differentiated experience. We believe we have significant runway to be part of a greater number of shared indulgence occasions. On average, consumers visit Krispy Kreme less than three times per year, creating a significant frequency opportunity. The success of recently launched products including filled rings and minis, seasonal favorites and flavored glazes affirms our belief that our innovations create greater opportunities for consumers to engage with our brand. We intend to strengthen our product portfolio by centering further innovation around seasonal, and societal events, and through the development of new innovation platforms to drive sustained baseline growth. Our strategy of linking product launches with relevant events has allowed us to effectively increase consumption occasions while meaningfully engaging with our communities and consumers.

Our marketing and innovation efforts have expanded the number of incremental consumer use cases for Krispy Kreme doughnuts. For example, our gifting value proposition makes doughnuts an ideal way to celebrate everyday occasions like birthdays and holidays, through gifting sleeves and personalized gift messaging. The new Branded Sweet Treat Line creates a new opportunity in snacking or everyday “lunchbox” occasions. Our gifting value proposition and Branded Sweet Treat Line’s products, which each fulfill distinct consumption occasions, will continue to make our brand and products more accessible and allow us to participate with greater frequency in small and large indulgent occasions, from impromptu daily gatherings with family and friends to holidays and weddings, and everything in between.

Expand our omni-channel network in new and existing markets

We believe there are opportunities to continue to grow in new and existing markets in which we currently operate by further capitalizing on our strong brand awareness as we deploy our Hub & Spoke model. We apply a deliberate approach to growing these discrete, highly attractive markets and maintain our brand integrity and scarcity value while unlocking significant consumer demand.

We believe our omni-channel strategy, empowered by our Hub & Spoke model, will allow us to effectively seize expansion opportunities both domestically and internationally. Despite our high brand awareness, we have a limited presence in certain key U.S. markets, such as New York and Chicago and have yet to build a significant presence in key U.S. cities, including Boston and Minneapolis. We believe this provides us ample opportunity to grow within markets in which we are already present. We have also identified similar key international whitespace market opportunities such as China, Brazil, and parts of Western Europe. Our successful track record

 

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of entering new diverse markets including the Philippines, South Africa, Guatemala and Saudi Arabia demonstrates our ability to effectively penetrate a broad range of market types. New markets will either consist of company-owned shops or entered via franchise operations, to be determined on a case-by-case basis.

Our dynamic omni-channel strategy allows us to efficiently tailor our model and add e-Commerce, Spokes and Branded Sweet Treat Line channels to most effectively pursue each market opportunity, leveraging our existing footprint and technology and innovation capabilities.

Hot Light Theater Shops: We intend to efficiently and selectively grow our physical presence in existing and underserved markets, including our international markets. Our strategy to deploy our Hub & Spoke model includes strategically opening new Hot Light Theater Shops to ensure we are creating scarcity value of our experiential format while providing sufficient market capacity to fuel growth across our other formats. We continue to transform and reimagine key locations into Hot Light Theater Shops to strengthen our experiential offering and inspire interactive brand occasions for more consumers.

Fresh Shops and DFD: Maximizing potential distribution is a key growth driver for Krispy Kreme and we intend to supplement market penetration by adding Fresh Shops and DFD locations to further expand our brand reach and ensure our products are available wherever our consumers choose to shop. Our current DFD business has been transformed from our legacy wholesale model and we believe positions us for strong and sustainable growth in DFD. Expanding through our Spoke locations allows us to leverage existing capacity in our Hub locations to drive capital efficient growth. Today, our DFD presence reaches over 4,700 doors across the United States and Canada, and 2,100 doors internationally. New listings in key markets have seen marked success, which we intend to emulate globally by leveraging our brand equity and consumer pull to continue penetrating new doors through Fresh Shops and DFD.

e-Commerce and delivery: e-Commerce is a key driver of our growth, driven both by increased consumer convenience and the expansion of digitally enabled value propositions. Our branded e-Commerce network enables us to build a direct relationship with our consumers and creates a fully integrated and highly convenient experience, whether through “click and collect” or home delivery. As consumer expectations around convenience increase, we have been able to meet our consumers’ needs with a highly personal digital platform. e-Commerce also enables and supports a broad range of occasions, including home delivery, gifting, in-office catering and business solutions, and further activation of our fundraising program. We will continue to expand through third-party delivery aggregators as an additional way to drive penetration with new consumers. Growth of e-Commerce and the delivery channel leverages our existing doughnut shop network, helping achieve operating efficiencies. With the expansion of this channel, we believe we can leverage valuable consumer data to acquire new consumers and extract higher consumer lifetime value by creating relationships with them outside of our shops.

Branded Sweet Treat Line:

The third-party retail channel is important to the doughnut and sweet treats categories, and we intend to continue to drive growth across this channel by expanding our partnerships with global and regional retail customers and introducing new Branded Sweet Treat Line’s products to further expand our offering. We believe that our new line of nine different packaged, shelf-stable products, including a variety of Doughnut Bites and Mini Crullers, are superior to alternative offerings, and combined with our strategic advantage in the market as one of the most loved sweet treats brand, present an opportunity to sell into new retailers and accelerate their sell-through velocity once they reach shelves. To support the growth of our Branded Sweet Treat Line, we have invested in additional third-party manufacturing facilities where we produce cake doughnuts under the guidance of Krispy Kreme employees to ensure product quality and freshness are consistent with our brand promise and experience.

While the initial launch of our Branded Sweet Treat Line is focused on the U.S. market, we believe an opportunity exists to deploy our Branded Sweet Treat Line internationally in the future.

 

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Continue to Grow Insomnia Cookies

We intend to continue to build the presence of Insomnia’s platform in existing and new markets. We intend to leverage Insomnia’s dedicated following and expand its platform with younger consumers, growing its community of “Insomniacs” who love its crave-worthy products. With a “imagine what’s possible” mindset at the core of this brand, Insomnia plans to continue to expand its brand reach beyond college markets into additional major metropolitan communities, leveraging internal delivery capabilities to continue to build out its omni-channel network. Furthermore, with 54% of Insomnia’s sales coming from e-Commerce, we will continue to invest in expanding its digital audience and brand reach through extended delivery and nationwide shipping opportunities. We believe Insomnia’s delivery and digital capabilities keep it agile and continue to enable sales acceleration in the United States – as evidenced by the addition of 17 new stores in fiscal 2020 with another 30 commencing construction in 2021 despite the impact of the COVID-19 pandemic and associated restrictions. In fiscal 2020, Insomnia also demonstrated its highly effective innovation capabilities to drive deeper engagement through consumer-centric products like vegan cookies, mini cookies, deluxe cookies, cookie butter, lil’ and big dippers and three layer cookie cakes.

Drive Additional Efficiency Benefits from Our Omni-Channel Execution

We are making focused investments in our omni-channel strategy to expand our presence efficiently while driving top-line growth and margin expansion. The Hub & Spoke model enables an integrated approach to operations, which is designed to bring efficiencies in production, distribution and supervisory management while ensuring product freshness and quality are consistent with our brand promise no matter where customers experience our doughnuts. To support the Hub & Spoke model in the United States, we are implementing new labor management systems and processes in our shops and new delivery route optimization technology to support our DFD logistics chain. In addition, we are launching a new demand planning system that is intended to improve service and to deliver both waste and labor efficiencies across all of our business channels, including production of our Branded Sweet Treat Line. We are also investing in our manufacturing capabilities to support growth of our Branded Sweet Treat Line by implementing new packing automation technology, which is intended to significantly increase productivity through labor savings and increased capacity. By streamlining these operations across our platform, we believe we can continue to deliver on our brand promise and provide joy to our consumers while continuing to drive efficiencies across our platform.

Our Offerings

We aspire to create the most awesome doughnut experience imaginable, with a constant focus on quality, freshness, and taste serving as core foundations of our business philosophy. Our doughnuts are inspired by our founder’s original yeast doughnut recipe, dating back to 1937. We use premium, high-quality ingredients and make our doughnuts using our proprietary doughnut mix and doughnut-making equipment. At the heart of Krispy Kreme is our signature Original Glazed doughnut which is typically sold in dozens to be enjoyed with family and friends. Our Original Glazed also provides us with an attractive value proposition as our most popular doughnut has a higher gross margin than the average company margin.

 

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In our Hot Light Theater Shops and Doughnut Factories we produce doughnuts using a traditional process, perfected over 83 years of experience. Our doughnuts are hand-mixed in shop, before going through a proofing process that allows the yeast rings to rise right in front of our doughnut shop guests. The risen dough is flash fried, flipped, and dropped onto the doughnut conveyer where it progresses towards our distinctive glaze waterfall. From the glaze waterfall, the hot doughnuts come through our display curve, where as soon as they are safe to eat they are offered up as samples to guests. The taste of a hot Original Glazed doughnut right off the line is a distinctive part of the Krispy Kreme experience.

In addition to the Original Glazed doughnut, which is offered at every doughnut shop globally, we offer 15 to 20 doughnut varieties at any one time. Our core offering includes a broad range of doughnuts including different icings (chocolate, strawberry), fillings (lemon, Kreme), and forms (shells, rings, minis). We typically offer seasonal and other limited time offerings, featuring innovative recipes and ingredients designed to keep our customers engaged and curious about what we might do next.

We are constantly innovating the Krispy Kreme experience to attract new consumers and drive frequency of occasions. We continue to innovate with new flavors, limited releases, and branded partnerships, among others, increasing the number of use cases and sharable moments. Our seasonal items create unique assortments centered on holidays and events such as Valentine’s Day heart shaped doughnuts or our year-end Christmas assortments. Our co-branded offerings, like our Oreo glazed or our Reese’s Peanut Butter doughnuts, continue to introduce new fans to the Krispy Kreme experience.

We offer our doughnuts individually, in half-dozens or in dozens to be enjoyed and shared for a wide variety of occasions. With each doughnut we seek to provide an affordable indulgence and shared, emotional experiences to consumers and communities. Whether gifted, enjoyed on-the-go, or as a group experience in one of our Hot Light Theater Shops, our doughnuts are the irresistibly original sweet treat. Sales of doughnuts comprise approximately 93% of total domestic Krispy Kreme branded shop sales, with the balance comprised principally of beverage sales.

Our beverage offerings include signature brewed coffee, hot chocolate and chillers. Taken hot or cold, our wide variety of beverages complement a hot doughnut or are an everyday pleasure on their own.

Branded Sweet Treat Line

In fiscal 2020, we launched our new Branded Sweet Treat Line, comprised of nine different packaged, shelf-stable offerings, including a variety of Doughnut Bites and Mini Crullers. Our Branded Sweet Treat Line aligns with the Krispy Kreme brand promise and expands the sweet snacking experience at-home and on-the-go, and is available at a range of grocery, mass merchandise, and convenience retailers. Our Branded Sweet Treat Line offers a delicious, high-quality experience, and is free of artificial flavors. The offerings themselves are inspired by products available in our doughnut shops, featuring our distinctive original glaze.

Insomnia Cookies

Insomnia specializes in delivering warm, delicious cookies and continues to grow its platform to meet the consumers wherever, whenever and however they choose to experience it. In addition to their cookies, Insomnia offers an innovative portfolio of sweets, including “Cookie’wiches” (ice cream sandwiches), “Big’wiches” (cookie-filled sandwiches), brownies, cookie cakes, ice cream, special catering packages, milk and more. Insomnia also offers packaged sweet treat boxes and is expanding its nationwide delivery capabilities to deliver next-day to more than 95% of addresses in the United States. With an “imagine what is possible” mentality at the core of the brand, Insomnia continues to innovate, revolutionizing the cookie game through its Cookie Lab, where recent innovations include cookie butter, lil’ and big dippers, mini-cookies, and vegan cookies.

 

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A taste of our offerings

 

 

LOGO

Our Omni-Channel Model

We have created a global omni-channel approach to developing our brand, leveraging a Hub & Spoke model to increase access and provide a full spectrum of fresh doughnut experiences, while ensuring network and capital efficiency. We offer consumers access through a variety of channels – experiential Hot Light Theater Shops, Fresh Shops/kiosks, DFD locations, e-Commerce/delivery, and through our Branded Sweet Treat Line available in a range of retailers. In the Hub & Spoke fresh doughnut network, Hot Light Theater Shops provide an immersive and interactive retail brand experience. We seek to maintain scarcity value given the uniqueness of the Hot Light Theater Shop experience while allowing these locations to also serve as production and distribution Hubs to Fresh Shops, kiosks, and DFD cabinets within the same market. In this way we are able to enhance and protect the integrity of the brand while increasing utilization of existing assets, maximizing production efficiency, and expanding reach within markets. We believe there is significant opportunity to extend our omni-channel model to new markets, both domestically and internationally.

Hot Light Theater Shops

Our Hot Light Theater Shops and Doughnut Factories serve as the primary Hubs to enable our Hub & Spoke model and expand our brand reach. Through our Hot Light Theater Shops, we are able to be flexible in identifying the best location to open these doughnut shop experiences. Hot Light Theater Shops are typically destination retail locations while Mini-Hot Light Theater Shops deliver hot doughnut experience to high foot fall, urban locations. Our existing shop portfolio consists of a variety of inline, end cap, and freestanding buildings, and majority of our Hot Light Theater Shops include drive-thru capability and are able to produce up to 270 dozen doughnuts per hour. Our Mini-Hot Light Theater Shops are able to produce up to 110 dozen doughnuts per hour. These buildings range from under 2,900 square feet in our Mini-Hot Light Theater Shops to 3,700 square feet in our Hot Light Theater Shops, with an average of roughly 3,300 square feet and seating capacity for approximately 26 guests. In higher density urban environments, we also utilize Doughnut Factories to provide fresh doughnuts to Spoke locations.    

 

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Fresh Shops

In order to expand access and increase customer convenience, we operate Fresh Shop locations and Kiosk doughnut shops in high traffic locations like airports, malls, and dense urban environments. Fresh Shops are Spoke locations, receiving fresh doughnut deliveries from nearby Hot Light Theater Shops or Doughnut Factory locations. While there is no production on site in our Fresh Shop locations, we maintain our strict quality standards through centralized production and daily delivery. This operating model allows for smaller format, lower capital investment shops, and gives us access to real estate that would be otherwise unavailable. These shops range from under 1,000 square feet for Kiosks to 3,000 square feet in our Fresh Shops, with an average of roughly 600 square feet.

 

 

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Delivered Fresh Daily (DFD)

 

 

LOGO

Our Hub & Spoke approach is further enhanced by our DFD program, giving consumers expanded access through Krispy Kreme branded in-store cabinets in grocery and convenience locations. Our current DFD business has been transformed from our legacy wholesale model. With over 7,500 DFD locations globally, we significantly expand our total points of access, leveraging the production assets in our Hot Light Theater Shops, and serving consumers that do not have access to our doughnut shop network. The prominent placement of our DFD cabinets creates a greater degree of impulse purchasing and ensures that Krispy Kreme remains top-of-mind.

We have a range of DFD cabinets and display tables that allow us to be successful in many different grocery and convenience environments. In our highest traffic locations, our full-sized DFD cabinets allow us to display our broadest range of fresh doughnuts, along with a digital display used for marketing and promotional communication. Our product offering is consistent with our doughnut shop assortment, including a regular cadence of limited time offering and seasonal doughnuts. In less trafficked environments, we offer a smaller DFD cabinet or table, featuring a pre-boxed assortment of our best-selling doughnuts. In every outlet, our DFD doughnuts are delivered fresh, every day, to ensure that we maintain our highest standards of quality. The consumer price of doughnuts bought from DFD cabinets is consistent with pricing in our nearby doughnut shops. Our data shows that the DFD program does not directly compete with our doughnut shop locations, even when there are multiple points of access in the same trade area.

Selecting the right retail partners is key to the success of the DFD business, and we maintain a high bar for selecting the right partners, and the right individual doors within those partners. Globally, we partner with many of the top retailers to implement in-store cabinets, including Walmart and Kroger in the United States, a large grocery retailer in the United Kingdom and 7-Eleven and a pilot program with an Australian supermarket in Australia. In other global markets we work to identify local retail partners that are best positioned to execute our DFD offering—premium retailers, with high traffic, and strong overlap with our core consumer. Our data has shown that a Krispy Kreme branded cabinet is a significant traffic driver for our retail partners, and a highly productive use of retail space. Our direct service model and scan-based trading make us an attractive partner from the retail partner perspective, allowing us to be selective in who we choose as our DFD partners.

To execute the DFD program, our Krispy Kremers deliver doughnuts from our Hub Hot Light Theater Shops or Doughnut Factories, into our grocery and convenience partners, and merchandise doughnuts in our branded Krispy Kreme cabinets. Our network consists of over 500 delivery trucks that we control that complete direct store delivery. We use route mapping tools to create the optimal distribution routes for our drivers, as they make deliveries to Spoke locations. A typical route includes a mix of Fresh Shops, kiosks, and DFD cabinet locations, creating a highly efficient integrated network. We are constantly re-evaluating our route network and DFD doors to ensure that every route is operating at the highest possible level of efficiency and profitability.

 

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e-Commerce and Delivery

The vast majority our doughnut shops (Hot Light Theater, Mini-Hot Light Theater and Fresh Shop) serve as access points for our e-Commerce and Delivery offering, delivering fresh doughnuts directly to customers in their homes or offices. In the United States, the majority of our e-Commerce business comes through our “owned” e-Commerce channel, available through our website and custom mobile app, which allows us to engage directly with our consumers. Our branded e-Commerce capability allows us to drive a number of digitally enabled value propositions, including gifting, catering, and fundraising. In our international markets, we primarily fulfill our e-Commerce offering through third-party platforms. These programs expand the potential use cases for the Krispy Kreme brand, and increase customer frequency.

Our U.S. e-Commerce front end is a custom-developed user experience designed specifically for Krispy Kreme. The experience was built leveraging capabilities provided by an OLO SaaS platform, while last mile delivery is managed by third-party partners. Nationally and internationally, we expand our e-Commerce reach through partnerships with third-party order aggregators, including Door Dash, Uber Eats and Deliveroo, which further broadens our brand accessibility. Increasing our digital capability helps maximize profitability, establish and maintain direct consumer relationships, and collect, protect, and leverage valuable consumer data as we continue to expand our e-Commerce and delivery platforms. Our ownership of the customer and other transactional data collected through our e-Commerce platform supports our omni-channel loyalty and Customer Relationship Management (“CRM”) strategies. We use our global loyalty programs and customer databases to communicate directly with our customers regarding upcoming marketing promotions, as well as to offer individualized offers and experiences.

Through our partnership with Insomnia, we have been able to leverage key learnings from Insomnia’s strong digital and delivery capabilities to help accelerate Krispy Kreme’s e-Commerce business. Insomnia is a digital-first concept with 54% of its sales driven by e-Commerce and 50% of sales delivered off-premise in fiscal 2020. The Insomnia Technology platform is largely internally developed and integrated, allowing for a seamless Insomniac experience and efficient execution. Through its 191 locations as of April 4, 2021, Insomnia is able to deliver locally within 30 minutes while also expanding its nationwide delivery capabilities to allow them to deliver next-day to more than 95% of addresses in the United States. Insomnia’s loyalty program “Cookie Dough” currently has over 1.5 million users, as of April 16, 2021 with a recent launch of an expanded loyalty program for dedicated users called “Cookie Magic.”

Building Our Network

Omni-channel Market Development Strategy

Product quality standards are at the heart of market development strategy. Our fresh doughnuts are made from scratch daily and are identical regardless of channel within our Hub & Spoke network. The same consumer experiences us in many different need states, so we aspire to meet those needs while creating a seamless and consistent view of our brand.

Markets are defined by shopper behavior – the ways in which people live, work, commute, shop, eat are heavily influenced by the level of urbanicity and population density in a trade area. We utilize a framework that classifies markets into different archetypes and defines the balance of experiential Hot Light Theater Shops, Fresh Shops, and DFD locations that optimizes for both our brand development and our capital efficiency. We target and design our markets by Designated Market Area (“DMA”) on the following criteria:

 

  

Dense Urban: Markets which typically have greater than three million people. These markets have a high propensity for pedestrian traffic and typically have higher real estate costs. These cities typically have a Doughnut Factory or multiple Hot Light Theater Shops to support a network of Fresh Shops, kiosks, and DFD locations. Given real estate constraints, they tend to have more Mini-Hot Light Theater Shops than Hot Light shops, which allow us to access to smaller footprint, high street sites to maximize foot traffic.

 

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Urban / Suburban: Markets which typically have greater than 500,000 people but are smaller than our dense urban markets. These markets typically feature greater automobile traffic and therefore greater reliance on drive-thru for convenience. Shop networks are focused on Hot Light Theater Shops and DFD with select Fresh Shop and kiosk locations.

 

  

Suburban / Rural: Markets which typically have 250,000-500,000 people. Given lower population densities, these markets typically have one Hot Light Theater Shop which supports DFD routes and delivery.

Site Selection

We believe that finding great locations for Krispy Kreme shops and developing successful Hub & Spoke networks is critical to the success of the business. Our site selection process starts with complete mapping of the market to understand our total potential points of access – across experiential retail, Fresh Shop, DFD, and delivery – and develop a target trade area strategy. Our trade area strategy takes a comprehensive view at the consumer impact, and financial considerations of the Hub & Spoke strategy, including evaluating distribution costs, production capacity, and potential wholesale DFD partners. Before being approved, we complete a full assessment for not only every site but also its implications and impact on the broader market network to understand its financial potential and required capital investment. Most sites in the portfolio are leased sites, typically negotiated to include extensions at our option. Our strategy to increase ownership and control of our markets has streamlined our site selection process.

Shop Experience and Design

After securing a shop site, we commence the process of designing the Krispy Kreme doughnut shop experience. We have developed a small portfolio of design prototypes with a goal of providing flexibility on different types of real estate while maintaining consistency in our brand experience. Our design prototype has been successfully validated in the market, has been well received by consumers, and has proven to be efficient from an operations perspective. Our internal design team works with our network of architecture partners to adapt our prototype design to the specific site, incorporate locally relevant design elements and conform to jurisdictional constraints as appropriate. When a final design is aligned, we develop a complete set of construction documents along with an itemized construction budget and timeline.

Our doughnut shop experience has been re-defined over the past several years, taking inspiration from our history and feedback from our consumers. Our design celebrates our industrial past while contemporizing the experience for our guests. The shop design puts doughnuts at the center of experience, with our doughnut making equipment visible from every angle of the shop, as well as a prominent doughnut display case. Our paper hat dispenser, again inspired by our history, invites our guests to put on a hat and immerse themselves in the experience. Whimsical details can be found throughout, like our “Glaze for Days” neon sign, or our doughnut shaped tables designed for sharing with friends and families. Throughout the shop we create unique opportunities for our guests to take photographs of themselves enjoying their Krispy Kreme experiences, including in front of our iconic hot light. With our new shop design, we have digitized the in-shop experience with digital menu boards, and interactive in-shop elements. New shops have made the digital “click and collect” experience much easier for our guests, with pick-up stations prominently placed in shop, and easy access for delivery drivers. We continue to evolve our drive thru experience to increase convenience and experience for our guests, including installation of digital drive thru menu boards.

Global Operating Standards

We aspire to create consistent consumer experiences across every channel in which we operate. To ensure that our guests enjoy the same Krispy Kreme experience anywhere in the world, we run our operations following a set of global operating standards. Our Krispy Kreme employees follow these to ensure that our shops stay

 

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beautiful, our doughnuts are consistently delicious, and our guests continue to return to us time after time. Established globally in 2019 and available on an in-house web portal, these operating standards cover processing and production, serving guests, shop interior and exterior, equipment, safety and risk management. Examples range from managing the temperature of the fryer all the way through to remembering to offer paper hats to guests with families. We assess our ongoing performance using KPIs, including customer satisfaction and Net Promoter Score, as well as in-person audits.

Branded Sweet Treat Line

Our new Branded Sweet Treat Line gives us access to a new part of the indulgence category including grocery snacks and packaged cake doughnuts. The new Branded Sweet Treat Line presents us an opportunity to reinvent a large and sleepy category, by bringing new innovation and driving category growth. Additionally, we are able to extend the Krispy Kreme brand beyond the limits of our Hub & Spoke network at an affordable price point ranging from $3.97 to $5.49. With 4,712 doors as of April 4, 2021, we believe our network of retail partners enables us to reach many parts of the United States and Canada, and eventually throughout much of the world, to give our consumers access to Krispy Kreme where we may not want to open a doughnut shop.

Our products are offered through a broad range of grocery and convenience stores, distributed through a national warehouse network. To support the expansion of our Branded Sweet Treat Line, we have invested in additional third-party manufacturing facilities where we produce cake doughnuts under the guidance of Krispy Kreme employees to ensure product freshness and quality are consistent with our brand promise. We continue to add new retailers in the United States as part of our expansion strategy.

Krispy Kreme generated considerable excitement when it launched its Branded Sweet Treat Line in over 4,700 Walmart locations across the United States. Our nine products achieved top 10% of category at Walmart and represented 6% of Walmart’s sweet treats sales within six months of launch.

Global Network

Krispy Kreme is a global brand, operating in 30 countries around the world. Our brand has shown the potential to be successful in many different cultures and economies, which we believe supports our aspiration to become the most loved sweet treat brand in the world. Our approach to building our global network through a combination of direct ownership and local partners accelerates growth, while balancing risk and capital investment. The following table presents our global points of access as of April 4, 2021:

 

   Global Points of Access (1) 
   Hot Light
Theater
Shops
   Fresh Shops   DFD doors   Cookie
Shops
   Total   Company-
Owned (%)
 

U.S. and Canada

   236    59    4,712    191    5,198    100

International

   29    350    2,185    —      2,564    100

Market Development (2)

   111    730    474    —      1,315    5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total global points of access

   376    1,139    7,371    191    9,077    85

 

(1)

Excludes Branded Sweet Treat Line distribution points and legacy wholesale business doors.

(2)

Includes Japanese locations, which are company-owned.

 

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Net revenue per point of access can vary significantly by region and type of point of access. Total fiscal 2020 U.S. and Canada net revenue of $782.7 million and International net revenue of $230.2 million consisted of the following revenue by channel:

 

 

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Net revenue for the Market Development segment consists primarily of franchisee royalties and sales of doughnut mix, other ingredients, supplies and doughnut-making equipment to franchisees. Beginning in December 2020, net revenue from our Japan company-owned operations were included, for which the vast majority of the revenue is from sales at our doughnut shops.

United States and Canada

The U.S. and Canada continues to be our largest most developed market. Our U.S. and Canada footprint extends from coast-to-coast with over 5,000 total points of access, including 295 doughnut shops covering 41 states, in addition to five Doughnut Factories and our Branded Sweet Treat Line’s national footprint. Driven by our heritage as a North Carolina brand, we continue to have an area of regional strength in the Southeast, in addition to strong presence in many of the largest U.S. metropolitan areas including Los Angeles and San Francisco. In the past few years we have expanded our presence in New York City, including the addition of our flagship Hot Light Theater Shop in Times Square. Our U.S. business has shown strong growth through a combination of marketing and innovation activity in the core, and expansion of the Hub & Spoke network. There remains significant opportunity for Hub & Spoke development, including a number of markets in which we are under-penetrated (New York, Chicago, Houston, Philadelphia) and markets where we have no presence today (Boston, Minneapolis).

We believe that in many major markets there is consumer demand that supports many more points of access. In our top ten U.S. markets there is a population of approximately 100 million people being served by only 726 points of access. In the next top 40 markets there is a population of approximately 123 million people being served by 3,026 points of access. There is an opportunity for us to expand our network of fresh access, leveraging our existing assets and growing in a highly capital efficient way. When a market is fully developed, we are able to create a dense network of points of access, supported by a system of fully integrated routes that we believe is not easy to replicate. The Hub & Spoke model also ensures that we are able to get the freshest possible doughnuts to every point of access.

In the United States and Canada, the majority of our system is company controlled and operated. As of April 4, 2021, Krispy Kreme had 26 franchise partners across the United States and Canada. Over the past two years, we have increased our control of the system by 31% through acquiring our franchise partners, primarily in the highest priority geographies. As a result, our system is now 85% company-owned and 15% franchise-owned. By owning our domestic and Canadian locations, we believe we are able to more efficiently implement our omni-channel model, while ensuring consistent quality across the system. Our drive-thrus extend our shops’ reach and offer a convenient off-premise experience and accounted for 46% and 64% of U.S. doughnut shop sales in fiscal

 

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2019 and 2020 respectively. Many of our U.S. franchisees are longstanding partners, who have been a part of Krispy Kreme for decades.

e-Commerce and delivery have been a major driver of growth in the United States since the launch of our branded e-Commerce platform in February of 2020. As consumers have gravitated towards the convenience of digital and delivery, our custom designed experience has proven to be a valuable asset. We continue to expand our e-Commerce capability in the United States, and are investing in new value propositions including gifting, catering, and fundraising.

Our DFD business in the United States and Canada is composed of over 4,700 doors as of April 4, 2021, serviced by our Hub locations across the country. Our DFD partners include a mix of traditional grocery stores, mass merchandise retailers, and convenience stores, all serviced by our Krispy Kremers. We manage a fleet of over 500 trucks in the U.S. operating network of DFD routes, delivering doughnuts from our Hub locations to our DFD Spokes. The expansion of our DFD network has been a major driver of growth, leveraging our existing manufacturing Hubs.

The launch of our Branded Sweet Treat Line in the United States creates an additional avenue for growth, providing much greater access to the Krispy Kreme experience. Our national distribution through Walmart and other major retailers allows us to expand our footprint and compete in another part of the indulgence category.

Insomnia Cookies

As of April 4, 2021, Insomnia has 191 locations in 40 states nationwide, highlighting their broad reach through local delivery and omni-channel model. With 148 locations serving 177 college campuses currently as well as 36 urban locations, Insomnia specializes in late night delivery of warm, delicious cookies to students, faculty, and the broader community. Similar to Krispy Kreme, Insomnia shares the belief that treats are better shared together, and we believe that there is a significant opportunity for Insomnia to continue to expand beyond college campuses across the U.S. and eventually, internationally. In fiscal 2020 alone, Insomnia opened 17 new stores and hired over 2,600 new Insomniac team members across the network despite the COVID-19 pandemic and expects to accelerate growth in fiscal 2021.

With digital at its core, Insomnia operates its delivery model through an internally developed, company-owned web and mobile platform and an internal network of delivery drivers. Insomnia’s technology platform is largely internally developed and integrated, allowing for a seamless Insomniac experience and efficient execution. The strength of the technology and operating processes allow Insomnia to deliver warm, delicious cookies to customers’ doors locally in less than 30 minutes while also enabling expansion of its nationwide delivery capabilities to allow next-day delivery to more than 95% of addresses in the United States.

International

Outside of the United States, we have a well-established, company-owned, omni-channel businesses in the United Kingdom/Ireland, Australia/New Zealand and Mexico. In these markets, the omni-channel model is well established, with substantial room for continued growth. In each of these markets we have high-performing leadership teams in place to drive the business locally.

Krispy Kreme UK operates a large network of doughnut shops and DFD routes across England, Scotland, and Ireland. Our highly efficient Hub & Spoke network is fully integrated across 116 doughnut shops and approximately 1,199 DFD doors as of April 4, 2021. We have a longstanding DFD partnership with a large grocery retailer in the United Kingdom, with branded Krispy Kreme cabinets prominently placed in high traffic shops, as well as rapidly growing presence in Sainsbury and Asda. In Ireland, we opened a highly successful Hot Light Theater Shop in fiscal 2018 and have a rapidly growing DFD business.

 

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Krispy Kreme Australia has a well-developed omni channel business across the country. Well placed Hot Light Theater Shops in major metropolitan areas, including Sydney and Melbourne, operate as Hubs for our network of Fresh Shops. Through a partnership with 7-Eleven, Inc. we have expanded our DFD reach to over 711 convenience locations as of April 4, 2021. We also recently expanded our DFD business to 25 grocery locations in Australia. We have introduced Krispy Kreme to New Zealand in the past several years, with a high performing Hot Light Theater Shop in Auckland. The New Zealand business has expanded its omni-channel business through a successful partnership with BP New Zealand.

Krispy Kreme Mexico operates a network of over 229 locations across the country as of April 4, 2021, with a concentration in Mexico City. Given shopping habits in Mexico, the network is more heavily weighted to Fresh Shop and kiosks locations in high traffic malls and urban centers. We are currently testing a DFD program in Mexico, in partnership with Oxxo in the convenience channel, and with Chedraui in grocery stores. We believe there remains significant white space for omni-channel development in Mexico, and the team is currently building a pipeline of new Hub locations to enable future growth.

In order to increase convenience and access to our products, we offer drive-thrus at certain of our international locations across the United Kingdom, Australia and Mexico.

e-Commerce and delivery are also a major driver of growth in our International segment. While our domestic e-Commerce capabilities are focused on our Krispy Kreme branded platform, we primarily fulfill international delivery via third-party platforms. We continue to see e-Commerce as a key part of our success across our global operations and expect it to continue to grow.

Market Development

We have 52 national and international franchise partners who operate 793 shops across 25 countries as of April 4, 2021. By partnering with strong international operators, we are able to execute our omni-channel model, while maintaining consistency and quality of our doughnuts. Our market development approach allows us to benefit from the expertise of local operators, limits our total investment and risk, and increases the pace with which we can grow.

The brand and business model have proven to be successful in a broad range of cultures and economies, with limited adaptation required. Our largest partner markets include Korea, the Middle East, and Philippines. In each case we have a strong local franchise partner who has invested to build a strong and differentiated brand positioning, leveraging our global brand equity. We are driving growth through the expansion of our omni-channel model, and by continued investment in our core business through marketing and innovation activation. Our team provides ongoing support to partner markets in the form of operations, training, design, and marketing and innovation. Through a process of strict controls and ongoing audits, we are able to ensure that the Krispy Kreme experience in franchise partner markets remains consistent around the world.

In fiscal 2020, we acquired our franchise partner in Japan, with a network of Hot Light Theater Shops, Fresh Shops, and an ongoing DFD pilot. We believe there is potential for the Krispy Kreme brand in Japan, both through growth in the core and expansion of the omni-channel network.

We believe there is potential for continued growth of our omni-channel network into markets where we are not yet present, including China, Brazil, and parts of Western Europe.

Franchise Partnerships

Krispy Kreme’s vision and culture extend to our franchisees globally. We believe our highly-diversified, engaged global franchisee base demonstrates the viability of the Krispy Kreme brand across numerous types of owners and operators, limits our risk and provides a strong platform for growth. Our U.S. and international

 

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franchisees pay similar types of fees, including a royalty based on a percentage of their net sales, initial franchise and development fees per new shop, renewal fees and transfer fees. In the United States, franchise agreements require our franchisees to pay us a royalty of 4.5% of their net sales. Typically, international franchisees pay us a royalty of 6% of their net sales. Additionally, franchisees pay ongoing fees to support the brand’s marketing and other initiatives, including brand fund contributions. The development fee ranges between $12,500 and $25,000 per shop in the United States and $10,000 and $25,000 per shop for international markets. The initial franchise fee ranges between $12,500 and $25,000 in the United States and $10,000 and $25,000 for international markets. These ranges are based on shop format. The initial term of domestic franchise agreements is typically 15 years. A franchisee may elect to renew the term of a franchise agreement and, if approved, will typically pay a renewal fee upon execution of the renewal term.

Team Members and Human Capital Resources

Investing in, developing, and maintaining human capital is critical to our success. We globally employ approximately 21,000 employees as of April 1, 2021, including 16,500 at Krispy Kreme locations that we refer to as our “Krispy Kremers.” We are not a party to any collective bargaining agreement, although we have experienced occasional unionization initiatives. We believe our relationships with our team members generally are good.

We depend on our Krispy Kremers to provide great customer service, to make our products in adherence to our high quality standards and to maintain the consistency of our operations and logistics chain. While we continue to operate in a competitive market for talent, we believe that our culture, policies, and practices contribute to our strong relationship with our Krispy Kremers, which we feel is instrumental to our business model. Our culture is best captured by our Leadership Mix, which are the dozen behaviors that guide us every day. The Leadership Mix was developed based on the beliefs of our founder, incorporating years of learning on what makes Krispy Kreme such a special organization. These cultural behaviors are shared with Krispy Kremers globally, through an internally developed Leadership Mix training program.

 

 

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The Leadership Mix is what keeps our consumers at the center of everything we do and ensures that our Krispy Kremers are empowered to do the right thing for our consumers and for the business. We pride ourselves on being an entrepreneurial and innovative team that is not afraid to take smart risks in service of creating awesome doughnut experiences.

Consistent with our Leadership Mix ingredients, we pride ourselves on attracting a diverse team of Krispy Kremers and Insomniac team members from a wide range of backgrounds. As of April 1, 2021, our U.S. Krispy Kreme company-owned operations include approximately 9,100 employees, of which 97% are field-based employees and the remaining 3% are corporate employees. 62% of such employees are people of color and 53% of such employees are female. We believe our diverse team drives the entrepreneurial culture that is at the center of our success.

 

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The success of our business is fundamentally connected to the well-being of our Krispy Kremers. Accordingly, we are committed to their health, safety and wellness. During the ongoing COVID-19 pandemic, we have taken and continue to take extraordinary measures that we determined were in the best interest of our Krispy Kremers and complied with government regulations.

Our Total Rewards platform provides Krispy Kremers and their families with access to a variety of competitive, innovative, flexible and convenient pay, health, and wellness programs. Our total package of pay and benefits is designed to support the physical, mental, and financial health of our people and includes medical, dental, vision, EAP, life insurance and retirement benefits as well as disability benefits and assistance with major life activities such as educational reimbursement and adoption. Many of these benefits are available to our part-time Krispy Kremers; we believe that offering select benefits to our part-time Krispy Kremers offers us a competitive advantage in recruiting and retaining talent.

Giving back to our communities through fundraising and philanthropic work is at our core. In 1955, Krispy Kreme Fundraising was created to provide a way for qualified community organizations to raise funds for their worthwhile causes. Last year alone, we helped organizations raise approximately $37 million to support their initiatives. We love bringing smiles to others, especially those who need them the most.

We care about our Krispy Kremers and the communities that we serve. We believe that our continued success comes from connecting in our communities to give back and in attracting, rewarding, retaining, and developing a diverse team in a culture of inclusion that values, welcomes, respects, and celebrates diversity.

Marketing and Innovation

Our marketing strategy is as unique and innovative as our brand. Krispy Kreme’s marketing strategy is to participate in culture through “Acts of Joy,” deliver new product experiences that align with seasonal and trending consumer and societal interests and to create positive connections through simple, frequent, brand-focused offerings that encourage shared experiences. The tactics which support this strategy are also distinct. In the United States, Krispy Kreme’s paid media strategy is 100% digital with a heavy focus on social media where our passionate consumer base engages and shares our marketing programs far and wide through their own networks. Earned media is also an important part of our media mix. We create promotions and products that attract media outlets to our brand. Through the widespread dissemination of our programs through pop culture, entertainment and news outlets we believe we are able to achieve attention disproportionately large relative to our spend in a media environment populated by brands with far larger media budgets.

We believe our marketing strategy, supported with non-traditional media tactics has proven to be a potent combination that simultaneously drives sales while growing brand love.

Maintaining Cultural Relevance

We believe that to be a truly loved brand we must participate in culture by demonstrating an understanding of what our consumers are struggling with or celebrating in their lives. This approach has been core to our strategy for several years, but the impact was pronounced during the pandemic where we created a sustained campaign focused on conspicuous generosity that we called “Acts of Joy.” In fiscal 2020 and 2021 Krispy Kreme has executed over a dozen “Acts of Joy” bringing tens of millions of smiles to people’s faces during challenging times. Examples of these campaigns include “Healthcare Mondays,” “Be Sweet Saturdays,” “Senior Week,” and free doughnuts for anyone who was vaccinated for COVID-19, all of which generated significant earned media impressions and media placements.

The quantity and quality of media coverage for these events – channels included ABC News, NBC News, CBS News, all network morning shows, late night network talk-shows, MSNBC, Fox Business, The NYTimes, WSJ, Washington Post, USA Today and dozens more – enabled Krispy Kreme to give away over 30 million

 

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doughnuts (and counting), increase brand love and drive the business in a difficult environment. These “Acts of Joy” help create a relationship with consumers who will identify Krispy Kreme as a brand that stands for good in the communities we serve and further connect by consuming our sweet treat. We believe that this builds highly loyal, recurring consumers that also serve as brand advocates and ambassadors who serve as the foundation of brand growth.

We also draw inspiration from important societal events, creating a unique way for our consumers to celebrate and engage. For example, in celebration of the recent Mars rover landing, we offered a Mars Doughnut available for one day only. This special offering created social “buzz” and significant consumer traffic for our doughnut shops. Our ability to create this connection between our consumers and our brand is what has helped make the Krispy Kreme brand iconic, and also helps to solidify our position in popular culture.

Furthermore, while our consumers span cultures, races and income levels, we believe they are conscious and passionate about the brands they trust. Our consumers expect and demand a brand that aligns with their values, which are increasingly trending towards sustainability and social purpose. We believe our purpose of touching and enhancing lives and our the love for our people, our communities and planet will position us as a stronger and more attractive consumer business.

New Product Experiences

Limited time seasonal innovation and permanent innovations used to create customer wonder and are an essential ingredient in keeping our consumers engaged with the brand and the products. Our limited time offerings are anticipated by consumers and the media alike and generate significant social sharing amongst our fans and media coverage. The impact of limited time seasonal offerings goes well beyond the sales of the innovations themselves; they drive traffic and create additional sales of our core product offering

Permanent innovations are created with the intent of servicing new occasions or to better serve existing occasions. Recent examples include ‘minis’ – which lend themselves well to gifting occasions and child-focused occasions like birthdays or school activities – and ‘Original Filled’ rings which offer the benefits of a filled shell doughnut without the mess.

Social Media

Krispy Kreme has a strong brand presence across both emerging and well-established social media platforms, including Facebook, Instagram, Twitter, YouTube, Tik Tok and Pinterest. Across these platforms, we have 9.98 million followers and industry-leading engagement rates that are 19% greater than those of our closest peer in the global indulgence market. These channels enable us to engage with our consumers on a personal level, while spreading the global brand of Krispy Kreme, including communicating promotional activity, featured products, new shop openings and highlighting core equities of the brand. Social media allows precise geo-targeting around our shops and effective targeting of consumers likely to be interested in our messages. We adhere to social media guidelines that embody our strategic vision and apply to both company-owned and franchised restaurants. These guidelines will continually evolve as new technologies and social networking tools emerge. Krispy Kreme has a strong brand presence across both emerging and well-established social media platforms, including Facebook, Instagram, Twitter, YouTube, Tik Tok and Pinterest.

 

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Our Consumers

We seek to bring joy to everyone. Our global reach encompasses 30 countries with over one-third of Krispy Kreme’s global sales generated outside the United States. Within the United States, we serve a diverse base of consumers according to research from The NPD Group / CREST as of year-end 2020:

 

 

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Supply Chain

Sourcing and supplies

We are committed to sourcing the best ingredients available for our products. The principal ingredients to manufacture our products include flour, shortening, and sugar which are used to formulate our proprietary doughnut mix and concentrate at our Winston-Salem manufacturing facility. We procure the raw materials for these products from a number of different suppliers. Although most raw materials we require are typically readily available from multiple suppliers, we currently have 20 main suppliers in addition to our own mix plant.

We manufacture our doughnut mix at our mix plant in Winston-Salem, North Carolina and a third-party facility in Pico Rivera, California, domestically, and at several locations internationally, where we produce the doughnut mix used to make our doughnuts across the United States and internationally. In support of international markets, we produce a concentrate exclusively at our Winston-Salem facility for shipping efficiency. The concentrate is mixed with commodity ingredients in local markets to get to a finished doughnut mix. Throughout the process, the recipe for what makes a Krispy Kreme doughnut remains known only to the company.

At an additional facility in Winston-Salem, North Carolina, we manufacture our proprietary doughnut making equipment for shipment to new shops and Doughnut Factories around the world. We manufacture a range of doughnut making lines, with different capacities to support the needs of different shop types.

In addition, we provide other ingredients, packaging and supplies, principally to company-owned and domestic franchise shops. Our Krispy Kreme shop level replenishments generally occur on a weekly basis working with two national distribution partners. In addition, we serve New York City with a regional distribution partner to best serve our needs in that market.

In the United States, we operate out of five Doughnut Factories located in Concord, North Carolina, Indianapolis, Indiana, Monroe, Ohio, New York, New York and Fort Lauderdale, Florida. Internationally, we operate 36 Doughnut Factories, of which 23 are operated by franchisees. Each Doughnut Factory is staffed by Krispy Kremers and supports multiple business channels for Krispy Kreme. Each Doughnut Factory manufactures on a daily basis to provide finished products depending on shop needs. In addition, they also provide DFD finished products to support local and regional markets. We operate DFD routes out of each Doughnut Factory today to ensure our DFD doughnuts are delivered fresh, every day, and maintain our highest standards of quality and brand experience.

 

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We utilize our Concord, North Carolina Doughnut Factory to also manufacture our Branded Sweet Treat Line products, including a variety of Doughnut Bites and Mini Crullers, which are shelf stable and cake-based products. In addition, we also work with and oversee a co-manufacturer production facility located in Burlington, Iowa. After manufacturing, packaging, and palletizing our Branded Sweet Treat Line products, we transport the products to a third-party warehousing and distribution vendor. This vendor warehouses, consolidates, and provides direct shipments to our retail partners’ supply networks.

Insomnia operates a nationwide, efficient supply chain. To support the Insomnia stores, it has third-party logistic providers that bring ingredients and supplies to its bakeries to create their warm, delicious products. Today, Insomnia works with four distribution centers and is expanding to work with eight centers by July 2021 to provide more efficient and cost-effective logistic solutions.

Quality control

We operate an integrated supply chain to help maintain the consistency and quality of products. Our business model is centered on ensuring consistent quality of our products. We manufacture doughnut mixes at our facility in Winston-Salem, North Carolina. Additionally, we also manufacture doughnut mix concentrates, which are blended with flour and other ingredients by contract mix manufacturers to produce finished doughnut mix. We have an agreement with an independent food company to manufacture certain doughnut mixes using concentrate for domestic regions outside the southeastern United States and to provide backup mix production capability in the event of a business disruption at the Winston-Salem facility. In-process quality checks are performed throughout the production process, including ingredients, moisture percentage, fat percentage, sieve size, and metal checks. We provide specific instructions to franchise partners for storing and cooking our products. All products are transported and stored at ambient temperature.

Competition

We compete in the fragmented indulgence industry. Our domestic and international competitors include a wide range of retailers of doughnuts and other treats, coffee shops, other café and bakery concepts. We also compete with snacks sold through convenience stores, supermarkets, restaurants and retail stores in the United States. The number, size and strength of competitors vary by region and by category. We also compete against retailers who sell sweet treats such as cookies, cupcakes and ice cream shops. We compete on elements such as food quality, freshness, convenience, accessibility, customer service, price and value. We view our brand engagement, overall consumer experience and the uniqueness of our Original Glazed doughnut as important factors that distinguish our brand from competitors, both in the doughnut and broader indulgence categories. See “Risks Related to Our Business and Industry – Our success depends on our ability to compete with many food service businesses.”

Trademarks, Service Marks and Trade Names

Our doughnut shops are operated under the Krispy Kreme® trademark, and we use many federally and internationally registered trademarks and service marks, including Original Glazed®, Hot Krispy Kreme Original Glazed Now®, Insomnia Cookies® and the logos associated with these marks. We have registered various trademarks in over 65 other countries and we generally license the use of these trademarks to our franchisees for the operation of their doughnut shops. We have also licensed our marks for other consumer goods. We believe that our trademarks and service marks have significant value and are important to our brand. To better protect our brand, we have registered and maintain numerous Internet domain names.

Despite our efforts to obtain, maintain, protect and enforce our trademarks, service marks and other intellectual property rights, there can be no assurance that these protections will be available in all cases, and our trademarks, service marks or other intellectual property rights could be challenged, invalidated, declared generic, circumvented, infringed or otherwise violated. Opposition or cancellation proceedings may in the future be filed

 

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against our trademark or service mark applications and registrations, and our trademarks and service marks may not survive such proceedings. Additionally, although we take reasonable steps to safeguard our trade secrets, trade secrets can be difficult to protect, and others may independently discover our trade secrets and other confidential information. From time to time, legal action by us may be necessary to enforce or protect our intellectual property rights or to determine the validity and scope of the intellectual property rights of others, and we may also be required from time to time to defend against third-party claims of infringement, misappropriation, other violation or invalidity.

For more information on the risks associated with our intellectual property, see “Risk Factors—Risks Related to Our Intellectual Property.”

Government Regulation

Environmental regulation. We are subject to a variety of international, foreign, federal, state and local environmental laws and regulations governing areas such as the generation, management, storage, disposal and release of, and exposure to, hazardous materials and wastes; emission of materials to air, water and other environmental media; greenhouse gases and climate change; and worker health and safety. Such laws and regulations, which have tended to become more stringent over time, can require significant costs for compliance and can result in significant costs related to investigation or remediation of contamination, or as a result of violations or noncompliance.

Local regulation. Our shops, both those in the United States and those in international markets, are subject to licensing and regulation by a number of government authorities, which may include health, sanitation, safety, fire, building and other agencies in the countries, states or municipalities in which the shops are located. Developing new doughnut shops in particular areas could be delayed by problems in obtaining the required licenses and approvals or by more stringent requirements of local government bodies with respect to zoning, land use and environmental factors. Our agreements with our franchisees require them to comply with all applicable federal, state and local laws and regulations, and indemnify us for costs we may incur attributable to their failure to comply.

Food product regulation. Our doughnut mixes are primarily produced at our manufacturing facility in Winston-Salem, North Carolina and by third parties with which we have contracted for the production of mix. Production at and shipments from our Winston-Salem facility and those other production facilities are subject to applicable federal and state governmental rules and regulations. Similar state regulations may apply to products shipped from our doughnut shops to convenience stores or grocers and mass merchants.

As is the case for other food producers, numerous other government regulations apply to our products. For example, the ingredient list, product weight and other aspects of our product labels are subject to state, federal and international regulation for accuracy and content. Most states periodically check products for compliance. The use of various product ingredients and packaging materials is regulated by the United States Department of Agriculture and the Federal Food and Drug Administration. Conceivably, one or more ingredients in our products could be banned, and substitute ingredients would then need to be identified.

International trade. We conduct business outside the United States in compliance with all foreign and domestic laws and regulations governing international business and trade. In connection with our international operations, we typically export our products, principally our doughnut mixes (or concentrates which are combined with other ingredients sourced locally to manufacture mixes) to our company-owned and franchise shops in markets outside the United States. Numerous government regulations apply to both the export of food products from the United States as well as the import of food products into other countries. If one or more of the ingredients in our products are banned, alternative ingredients would need to be identified. Although we intend to be proactive in addressing any product ingredient issues, such requirements may delay our ability to open shops in other countries in accordance with our desired schedule.

 

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Employment regulations. We are subject to state and federal labor laws that govern our relationship with team members, such as minimum wage requirements, overtime and working conditions and citizenship requirements. Many of our team members are paid at rates which are influenced by changes in the federal wage regulations. Accordingly, changes in the wage regulations could increase our labor costs. The work conditions at our facilities are regulated by the Occupational Safety and Health Administration and are subject to periodic inspections by this agency. In addition, the enactment of recent legislation and resulting new government regulation relating to healthcare benefits may result in additional cost increases and other effects in the future.

Franchise regulation. We must comply with regulations adopted by the FTC and with several state and foreign laws that regulate the offer and sale of franchises. The FTC’s Trade Regulation Rule on Franchising (“FTC Rule”) and certain state and foreign laws require that we furnish prospective franchisees with a franchise disclosure document containing information prescribed by the FTC Rule and applicable state and foreign laws and regulations. We register in domestic and foreign jurisdictions that require registration for the sale of franchises. Our domestic franchise disclosure document complies with FTC disclosure requirements, and our international disclosure documents comply with applicable requirements.

We also must comply with a number of state and foreign laws that regulate some substantive aspects of the franchisor-franchisee relationship. These laws may limit a franchisor’s ability to: terminate or not renew a franchise without good cause; interfere with the right of free association among franchisees; disapprove the transfer of a franchise; discriminate among franchisees with regard to charges, royalties and other fees; and place new shops near existing franchises. Bills intended to regulate certain aspects of franchise relationships have been introduced into the United States Congress on several occasions during the last decade, but none have been enacted.

Other regulations. We are subject to a variety of consumer protection and similar laws and regulations at the federal, state and local level. Failure to comply with these laws and regulations could subject us to financial and other penalties. We have several contracts to serve United States military bases, which require compliance with certain applicable regulations. The shops which serve these military bases are subject to health and cleanliness inspections by military authorities.

Seasonality

Our sales peak at various times throughout the year due to certain promotional events and holiday celebrations. Additionally, our hot beverage sales generally increase during the fall and winter months while our iced beverage sales generally increase during the spring and summer months. Quarterly results also may be affected by the timing of the opening of new shops and the closing of existing shops. For these reasons, results for any fiscal quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Research and Development

New product innovation is important to the success of our business. We believe that the development of new Krispy Kreme doughnuts, beverages and other products attracts new consumers to our brand, increases shop sales, and allows our shops to strengthen day part offerings. One of our properties in Winston-Salem, North Carolina includes research and development facilities including test kitchens and doughnut producing equipment used in developing new products and processes.

Legal Proceedings

In the ordinary course of conducting our business, we have in the past and may in the future become involved in various legal actions and other claims. We may also become involved in other judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Some of these matters may involve claims of substantial amounts. These legal proceedings may be subject to many uncertainties and there can be no assurance of the outcome of any individual proceedings. We do not presently anticipate any material legal proceedings that, if determined adversely to us, would have a material adverse effect on our financial position, results of operations or cash flows.

 

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MANAGEMENT

Directors and Executive Officers

Set forth below are the names, ages and positions of our directors and executive officers as of the date hereof. As used in this section only, references to “we,” “us,” “our” and “Krispy Kreme” mean, subsequent to May 28, 2021, Krispy Kreme, Inc. and, prior to May 28, 2021, Krispy Kreme Doughnuts Inc.

 

Name

  Age  

Position

Olivier Goudet  56  Director, Chairman of the Board
Paul Michaels  69  Director, Vice Chairman and Lead Independent Director
David Bell  49  Director
Patricia Capel  49  Director
David Deno  63  Director
Ozan Dokmecioglu  49  Director

Carl Lee, Jr.

  61  Director
Debbie Roberts  56  Director
Lubomira Rochet  44  Director
Michelle Weese  50  Director
Henry Yeagley  35  Director
Michael Tattersfield  55  Director, President and Chief Executive Officer
Josh Charlesworth  46  Chief Operating Officer and Chief Financial Officer
Andrew Skehan  60  North America President
David Skena  50  Chief Marketing Officer
Matthew Spanjers  45  Chief Growth Officer
Catherine Tang  54  Chief Legal Officer and Corporate Secretary
Terri Zandhuis  52  Chief People Officer
Joey Pruitt  41  Chief Accounting Officer

Olivier Goudet, age 56, has served as Krispy Kreme’s Chairman since May 2017 and a director of Krispy Kreme from September 2016. Mr. Goudet is currently Managing Partner and Chief Executive Officer of JAB Holding Company, a position he has held since 2012. He serves as Chairman of the Board of JDE Peet’s N.V. and Pret A Manger. He is also a Director of Keurig Dr. Pepper, Inc., Panera Bread Company, Caribou Coffee Company / Einstein Noah, Espresso House, National Veterinary Associates, Bally and Coty Inc. He previously served as Chairman of the Board of Anheuser-Busch InBev SA/NV. He is the former Executive Vice President and Chief Financial Officer of Mars, Inc. and has served as an independent advisor to the Mars Board of Directors. Mr. Goudet began his career at Mars, serving on the finance team of its French business and held several senior executive positions at the VALEO Group, including Group Finance Director. Mr. Goudet holds a degree in Engineering from l’Ecole Centrale de Paris and graduated from the ESSEC Business School in Paris with a major in Finance. We believe that Mr. Goudet’s extensive financial expertise and senior executive experience, as well as significant governance and oversight experience attained through his tenure as a director of several public companies, qualifies him to serve on our board of directors.

Paul Michaels, age 69, has served as one of Krispy Kreme’s directors since May 2017. Mr. Michaels served as the Chief Executive Officer of Mars Inc. from 2004 to January 2015. Before joining Mars, Mr. Michaels spent 15 years at Johnson & Johnson in multiple consumer divisions, Since his retirement he has actively participated on the following Board of Directors as an independent director. Coty Inc. from June 2015 through December 2020, Dyla LLC since January 2018, Compassion First Vet Hospitals from May 2019 until December 2020, Panera Bread since January 2021 and Keurig Dr. Pepper Inc. since July 2018. Mr. Michaels holds a BA from the University of Notre Dame. We believe that Mr. Michaels’ expertise and creativity in launching, building and supporting global brands in the consumer products industry and his extensive executive experience with complex multinational consumer product organizations qualifies him to serve on our board of directors.

 

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David Bell, age 49, has served as one of Krispy Kreme’s directors since September 2016. Mr. Bell is currently a Senior Partner of JAB Holding Company, where he joined as a Partner in 2012. Prior to that, Mr. Bell held various positions in corporate development and corporate strategy at Mars, Inc. from 2008 to 2012. Mr. Bell also held various positions at Goldman Sachs, including serving as Vice President, from 2000 to 2008. Prior to that, Mr. Bell served as an associate at Perseus, L.L.C. from 1996 to 1998 and Senior Auditor at PricewaterhouseCoopers LLC from 1993 to 1996. He is also currently a member of the board of directors of Panera Bread Company and National Veterinary Associates. Mr. Bell holds a B.S. in Commerce from the University of Virginia and an MBA from the Wharton School at the University of Pennsylvania. We believe that Mr. Bell’s significant financial and industry experience qualifies him to serve on our board of directors.

Patricia Capel, age 49, has served as one of Krispy Kreme’s directors since April 2021. Ms. Capel is currently a Partner at JAB. Prior to joining JAB in March 2021, Ms. Capel held various positions at Anheuser Busch Inbev, including serving as Business President for Andina from January 2019 to March 2021, Integration Vice President from August 2016 to December 2018 and Vice President of Global People from 2011 to July 2016. Prior to her over 25 year tenure at Anheuser Busch Inbev and Ambev, Ms. Capel held positions at PricewaterhouseCoopers LLC and Cargill Argicola SA. Ms. Capel holds a Bachelor’s degree in Business Administration from Universidade de Sao Paulo, and an MBA from Business School Sao Paulo. We believe that Ms. Capel’s significant experience with global companies and expertise in the consumer products industry qualifies her to serve on our board of directors.

David Deno, age 63, has served as one of Krispy Kreme’s directors since September 2016. Mr. Deno currently serves as Chief Executive Officer and a member of the Board of Directors of Bloomin’ Brands, Inc. (“Bloomin’ Brands”). Prior to March 2019, Mr. Deno served as the Chief Financial and Administrative Officer of Bloomin’ Brands from 2012 to 2019. Mr. Deno’s career has included more than 15 years in senior level operations and financial positions at PepsiCo, Inc. (PepsiCo) and YUM! Brands, Inc. (YUM! Brands) (formerly subsidiary of PepsiCo). Mr. Deno holds an MBA from the University of Michigan and a bachelor’s degree in Economics and Political Science from Macalester College. Mr. Deno has served as a Macalester trustee since 1998. We believe that Mr. Deno’s experience working with global brands in the consumer products industry, extensive management experience and deep understanding of financial control matters qualifies him to serve on our board of directors.

Ozan Dokmecioglu, age 49, has served as one of Krispy Kreme’s directors since September 2020. Mr. Dokmecioglu currently serves as the Chief Financial Officer and President International of Keurig Dr. Pepper Inc and, prior to its merger, served as the Chief Financial Officer of Keurig Green Mountain (“KGM”) beginning in May 2016. Mr. Dokmecioglu joined KGM from Kellogg Inc., where he served from 2012 until 2016 in the positions of Vice President Finance, Chief Financial Officer North America and as Vice President Finance, Chief Financial Officer Europe. Before joining Kellogg in 2012, Mr. Dokmecioglu built his career in finance leadership roles in the US, Europe, and Middle East with Kraft Foods Inc., Cargill Inc. and Arthur Andersen. Mr. Dokmecioglu holds a BS in Business Administration from the Middle East Technical University in Ankara, Turkey, and a certificate in Project Investment and Appraisal Management from Harvard University. We believe that Mr. Dockmecioglu’s significant operating, financial and executive experience in the consumer products industry qualifies him to serve on our board of directors.

Carl Lee, Jr., age 61, has served as one of Krispy Kreme’s directors since September 2014. Mr. Lee currently serves as President and Chief Executive Officer of Benestar Brands, a holding company formed to build a mid-size snack food company with a portfolio of differentiated brands. Prior to joining Benestar Brands in 2017, he served as Chief Excecutive Officer of Snyder’s-Lance, Inc. from 2013 to 2017. Before joining Snyder’s-Lance in 2013, Mr. Lee served as the CEO of Snyder’s of Hanover for five years. Mr. Lee built his career in various sales and marketing positions with Frito-Lay, Inc. Mr. Lee holds a B.S. in Business Management from University of South Alabama Mitchell College of Business. We believe that Mr. Lee’s extensive experience in the snack food and indulgence markets qualifies him to serve on our board of directors.

 

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Debbie Roberts, age 56, has served as one of Krispy Kreme’s directors since April 2021. Ms. Roberts has served as the Executive Vice President, Chief Operating Officer of Panera Bread since September 2020. Before joining Panera, Ms. Roberts held various roles at McDonald’s Corporation since 1990. Most recently at McDonald’s Ms. Roberts served as the President Northeast Zone from December 2014 to December 2016, and the President East Zone from January 2016 to April 2018. Ms. Roberts holds a Bachelor of Science in Accounting from University of Illinois Urbana-Champaign. We believe that Ms. Roberts’ extensive management experience in the food and beverage industry and financial expertise qualifies her to serve on our board of directors.

Lubomira Rochet, age 44, has served as one of Krispy Kreme’s directors since June 2021. Effective as of June 2021, Ms. Rochet will be a partner of JAB. Ms. Rochet is also a director of Keurig Dr Pepper, Inc. and Societe Generale. Prior to joining JAB, Ms. Rochet served as Chief Digital Officer for L’Oréal S.A. since March 2014. Prior to joining L’Oréal, Ms. Rochet held various positions at Valtech Corporation, Microsoft Corporation and Sogeti, a branch of CapGemini Group. Ms. Rochet has served as an independent Director of Societe Generale since May 2017. Ms. Rochet graduated from École Normale Supérieure, holds a Master’s Degree in economics from College of Europe and a Master’s degree in Political Science from Sciences Po Paris. We believe that Ms. Rochet’s deep expertise in digital marketing, ecommerce, direct-to-consumer selling and the use of data, technology and innovative business models qualifies her to serve on our board of directors.

Michelle Weese, age 50, has served as one of Krispy Kreme’s directors since December 2020. Ms. Weese will serve as the Chief Corporate Affairs Officer of Bristol Myers Squibb effective June 2021. Prior to joining Bristol Myers Squibb, from Jan 2019 to March 2021, Ms. Weese served as the General Secretary North America and member of the North American executive team at France-based Danone, a $30B food and beverage company and largest certified B-Corp in the world. Prior to Danone, Ms. Weese was the Chief Executive Officer of Stratigence, LLC, a management consulting agency, from 2009 to 2019. Prior to creating Stratigence, Michelle was the Global Head of Corporate Communications for Mars, Incorporated across all Brands and businesses. In her more than a decade at Mars, she also served as Senior Vice President of Corporate Affairs North America and held a seat on the North American management team across all Brands and Divisions. Ms. Weese holds a B.A. in Journalism from Georgia State University We believe that Ms. Weese’s significant management and finance experience gained through senior leadership positions at several major corporations qualifies her to serve on our board of directors.

Henry Yeagley, age 35, has served as one of Krispy Kreme’s directors since September 2016. Mr. Yeagley has been at BDT & Company since July 2011. He currently serves as a Managing Director and leads the firm’s Middle Market Group. Mr. Yeagley also currently serves as a director of Panera Bread, a position he has held since July 2017. Mr. Yeagley holds a BS in Finance from Penn State University, and a holds a MSc from Stanford University Graduate School of Business. We believe that Mr. Yeagley’s significant investing experience and expertise in corporate strategy and financial analysis qualifies him to serve on our board of directors.

Michael Tattersfield, age 55, has served as our President and Chief Executive Officer since January 2017 and as one of Krispy Kreme’s directors since September 2016. Prior to joining Krispy Kreme, Mr. Tattersfield served as the Chief Executive Officer and President of Caribou Coffee Company from August 2008 to July 2017. He served as the Chief Executive Officer of Einstein Bros. Bagels Franchise Corporation from February 2016 to July 2017, Chief Executive Officer of Einstein and Noah Corporation, as well as Chief Executive Officer of Manhattan Bagel Company from January 2015 to July 2017. Mr. Tattersfield holds an MBA from Harvard and a B.S. in Accounting from Indiana University. He currently serves as a member of the Board of Directors of Panera Bread.

Josh Charlesworth, age 46, has served as our Chief Financial Officer since April 2017 and our Chief Operating Officer since May 2019. He served as our Corporate Secretary from July 2018 to August 2020. Prior to joining Krispy Kreme, Mr. Charlesworth held various leadership positions at Mars, Incorporated. He most

 

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recently served as Global Chief Financial Officer of Mars Chocolate from January 2015 to April 2017. Mr. Charlesworth holds a B.Sc. in Economics from the London School of Economics and is a member of the Chartered Institute of Management Accountants.

Andrew Skehan, age 60, has served as our President of North America since November 2017. Prior to joining Krispy Kreme, Mr. Skehan held various leadership positions at Popeyes Louisiana Kitchen (“Popeyes”). He most recently served as President of North America from March 2017 to October 2017 and President of International from March 2015 to March 2017. Prior to the acquisition by Restaurant Brands International, Mr. Skehan led a significant expansion of Popeyes globally. He has also served in senior leadership positions in marketing and operations with Wendy’s, Churchill Downs Incorporated, and PepsiCo Restaurants. Mr. Skehan served as an officer in the U.S. Navy, specializing in Surface Warfare, serving both aboard ship and on the Staff of the Commander in Chief of the Pacific Fleet. He holds an MBA from the University of Rhode Island and a B.S. from the U.S. Naval Academy.

David Skena, age 50, has served as our Chief Marketing Officer since November 2018. Prior to joining Krispy Kreme, Mr. Skena served as Chief Marketing Officer at Ruby Tuesday from July 2015 to May 2018. Prior to Ruby Tuesday, Mr. Skena was a marketer at PepsiCo where he most recently served as Vice President of Premium and Value Brands, including Stacy’s Pita Chips and Smartfood popcorn, among others. Prior to PepsiCo, he served in brand management at Kraft Foods, Inc. for multiple brands. Mr. Skena holds a B.A. in Economics from Bucknell University, a Graduate Diploma in Economics from the University of East Anglia and an MBA from the Kellogg School of Management at Northwestern University.

Matthew Spanjers, age 45, has served as our Chief Growth Officer since August 2019. He served as our Chief Strategy and Development Officer from April 2017 to August 2019. Prior to joining Krispy Kreme, Mr. Spanjers served as Chief Development Officer with Caribou Coffee Company and Einstein Bros. Bagels Franchise Corporation from February 2016 to April 2017, as well as Chief Development Officer and Senior Vice President Commercial with Caribou Coffee Company from February 2015 to April 2017. Mr. Spanjers previously worked with McKinsey and Company, a global management consulting firm. Mr. Spanjers holds a B.A. in English Literature from Yale University and an MBA from the Stanford Graduate School of Business.

Catherine Tang, age 54, has served as our Chief Legal Officer since July 2020 and as our Corporate Secretary since August 2020. Prior to joining Krispy Kreme, Ms. Tang held various positions with Yum! Brands, Inc. She most recently served as Vice President and Associate General Counsel of Yum! Brands from January 2017 to July 2020, Chief New Business Development Officer for KFC Global from July 2015 to January 2017, and Chief Legal Officer of KFC Corporation, a subsidiary of Yum! Brands, from August 2009 to July 2015. Ms. Tang holds a J.D. from the Louis D. Brandeis School of Law at the University of Louisville and a B.A. in Economics and Government from the University of Texas at Austin.

Terri Zandhuis, age 52, has served as our Chief People Officer since August 2017. Prior to joining Krispy Kreme, Ms. Zandhuis served as Executive Vice President, Chief People Officer for AOL, a division of Verizon, from July 2015 to September 2016. She served as Vice President, Human Resources for eBay Enterprise, formerly a subsidiary of eBay, from April 2012 to June 2015. She currently serves as Vice Chair of Make-A-Wish Central & Western North Carolina. She also serves as a member of the Board of Trustees of Cannon School, an independent private school located in Concord, North Carolina. Ms. Zandhuis holds a B.A. in Organizational Management from the University of Michigan.

Joey Pruitt, age 41, has served as our Vice President and Chief Accounting Officer since November 2017 and as Assistant Secretary since May 2018. He served as our Corporate Controller from November 2017 to June 2019. Prior to joining Krispy Kreme, Mr. Pruitt served as Vice President, Corporate Controller of Snyder’s Lance, Inc. from March 2017 to October 2017, Vice President, Financial Accounting and External Reporting from March 2016 to March 2017, and Director of External Financial Reporting from August 2011 to March 2016. Mr. Pruitt began his career with PricewaterhouseCoopers, LLP in 2002, holding various roles in the

 

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Assurance practice with the most recent role of Audit Senior Manager concluding in 2011. Mr. Pruitt maintains a CPA certification in the state of North Carolina and holds a Master of Science in Accountancy and B.S. in Business Administration from The University of North Carolina at Wilmington.

Board of Directors

In connection with this offering, we will amend and restate our certificate of incorporation and bylaws. Our amended and restated certificate of incorporation will provide that the number of directors of our board shall be established from time to time by our board. Immediately after this offering, our board of directors will initially be composed of twelve members.

Director Independence

Our board of directors has determined that Mr. Dokmecioglu, Mr. Deno, Mr. Lee, Mr. Michaels, Ms. Weese and Mr. Yeagley are “independent directors” as defined under the listing requirements of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.” In addition to determining whether each director satisfies the director independence requirements set forth in the listing requirements of Nasdaq, in the case of members of the audit and finance committee and remuneration and nomination committee, our board of directors will also make an affirmative determination that such members also satisfy separate independence requirements and current standards imposed by the SEC and Nasdaq regulations for audit and finance committee members and by the SEC, Nasdaq and the IRS for remuneration and nomination committee members.

There are no family relationships among any of our directors or executive officers.

Committees of the Board of Directors

Upon the completion of this offering, we will establish the following committees of our board of directors:

Audit and Finance Committee

The audit and finance committee, among other things:

 

  

reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

 

  

reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;

 

  

reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters;

 

  

has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm; and

 

  

reviews and approves in advance any proposed related person transactions.

The members of the audit and finance committee are Mr. Deno, Mr. Michaels and Mr. Yeagley. Mr. Deno is the Chair of our audit and finance committee. Rule 10A-3 of the Exchange Act and the corporate governance

 

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standards of Nasdaq require that our audit and finance committee have at least one independent member upon the listing of our common stock, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Mr. Deno, Mr. Michaels and Mr. Yeagley meet the definition of “independent director” for purposes of serving on the audit and finance committee under Rule 10A-3 of the Exchange Act and the corporate governance standards of Nasdaq. Our board of directors has determined that each director appointed to the audit and finance committee is financially literate, and our board of directors has determined that Mr. Deno is our audit and finance committee financial expert.

Remuneration and Nomination Committee

The remuneration and nomination committee, among other things:

 

  

reviews, modifies and approves (or if it deems appropriate, makes recommendations to the full board of directors regarding) our overall compensation strategy and policies;

 

  

reviews and recommends to our board of directors the salaries, benefits and equity incentive grants, consultants, officers, directors and other individuals we compensate;

 

  

reviews and approves corporate goals and objectives relevant to executive officer compensation, evaluates executive officer performance in light of those goals and objectives, and determines executive officer compensation based on that evaluation;

 

  

reviews and approves the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

 

  

oversees our compensation and employee benefit plans;

 

  

reviews the performance of our board of directors and makes recommendations to our board of directors regarding the selection of candidates, qualification and competency requirements for service on our board of directors and the suitability of proposed nominees as directors;

 

  

advises our board of directors with respect to the corporate governance principles applicable to us;

 

  

oversees the evaluation of our board of directors and management;

 

  

reviews and approves in advance any related party transaction, other than those that are pre-approved pursuant to pre-approval guidelines or rules established by the committee; and

 

  

recommends guidelines or rules to cover specific categories of transactions.

The members of the remuneration and nomination committee are Ms. Capel, Mr. Lee and Mr. Michaels. Ms. Capel is the Chair of our remuneration and nomination committee. Our board of directors has affirmatively determined that Messrs. Lee and Michaels meet the definition of “independent director” for purposes of serving on the remuneration and nomination committee under the corporate governance standards of Nasdaq. All members of our remuneration and nomination committee are “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act.

Remuneration and Nomination Committee Interlocks and Insider Participation

No member of our remuneration and nomination committee is or has been one of our officers or employees, and none has any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our remuneration and nomination committee.

 

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Code of Business Conduct and Ethics

We will adopt a Code of Business Conduct and Ethics, which will be posted on our website, that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics will be to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that we file with, or submit to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

We will also adopt a Code of Ethics for Executive Officers that is applicable to our Chief Executive Officer, Chief Financial Officer and other executive officers. The Code of Ethics for Principal Executive and Senior Financial Officers will be posted on our website. We intend to post any amendments to the Code of Ethics for Principal Executive and Senior Financial Officers and any waivers that are required to be disclosed on our website.

 

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COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Philosophy & Objectives

The overriding objective of our compensation programs for our Named Executive Officers (“NEOs”) is to encourage, reinforce and reward delivery of stockholder value.

Our NEOs for fiscal year 2020 are:

 

  

Michael Tattersfield, President and Chief Executive Officer (“CEO”)

 

  

Joshua Charlesworth, Chief Financial Officer and Chief Operating Officer

 

  

Andrew Skehan, North America President

 

  

Matthew Spanjers, Chief Growth Officer

 

  

Theresa Zandhuis, Chief People Officer (“CPO”)

Elements of Compensation

NEO compensation consists of base salary, an annual cash incentive award under our annual bonus program, equity awards under our Long-Term Incentive Plan (“LTIP”), and our unique Executive Ownership Program. We also provide certain limited benefits and perquisites in line with general practice. Variable pay under our bonus program, LTIP and Executive Ownership Program has been, and will continue to be, the most significant element of our NEO compensation program. The Company is reviewing its current compensation programs for the NEOs in connection with this offering.

The 2020 executive compensation program applicable to our NEOs consisted of the following principal elements:

 

Compensation
Element

  

Method for
Establishing its Value

  

Form of Payment

  

Who Establishes
Objectives and
Participation

Base Salary  Compensation market analysis from independent compensation consultant  Cash  Except with respect to their own compensation, the CPO and the CEO recommend, and the remuneration and nomination committee approves.
Annual Bonus Pay  Collective performance as defined by the bonus program metrics applicable to each NEO  Cash  Except with respect to their own compensation, the CPO and the CEO recommend, and the remuneration and nomination committee approves: (i) NEO participation in the annual incentive program and (ii) corporate metrics. The remuneration and nomination committee determines performance against corporate metrics.

 

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Compensation
Element

  

Method for
Establishing its Value

  

Form of Payment

  

Who Establishes
Objectives and
Participation

Long-Term Incentive Plan  Compensation market analysis from independent compensation consultant  RSUs that cliff-vest 4.5 years from the date of the grant  Except with respect to their own compensation, the CPO and the CEO recommend target grant levels for each NEO, and the remuneration and nomination committee approves target grant levels.
Executive Ownership Program  NEO investment in common stock of KKHI  Matching RSUs generally vest 4.5-years from the date of grant. Each award is subject to the NEO’s continued employment with the Company and subject to full or partial forfeiture in the event that the NEO does not achieve and maintain their initial investment in the Company.  Except with respect to their own compensation, the CPO and the CEO recommend, and the remuneration and nomination committee approves target investment levels for each NEO.
Benefits and Perquisites  Minor portion of compensation    

Base Salary

We pay base salaries to provide executives with a secure, fixed base of cash compensation in recognition of individual responsibilities and job performance.

Salary levels are typically set and reviewed periodically by the remuneration and nomination committee. Any salary increases are approved by the remuneration and nomination committee after a comparative analysis of base salaries for similar positions among the market data set provided by the remuneration and nomination committee’s independent compensation consultant. When determining base salaries, the remuneration and nomination committee considers external market conditions in addition to total direct compensation targets and personal performance. The remuneration and nomination committee approved a base salary increase of $100,000 solely for Mr. Tattersfield, effective as of January 1, 2021. No other NEOs received a base salary increase in 2020 or 2021.

Each NEO’s base salary for fiscal year 2020 was, and for fiscal year 2021 is, as follows:

 

NEO

  2020 Base
Salary
   2021 Base
Salary
 

Michael Tattersfield

  $1,000,000   $1,100,000 

Joshua Charlesworth

  $800,000   $800,000 

Andrew Skehan

  $650,000   $650,000 

Matthew Spanjers

  $525,000   $525,000 

Theresa Zandhuis

  $500,000   $500,000 

 

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Annual Bonus Pay

The annual bonus program is a key component of the compensation program for our NEOs. Our bonus program is designed to stimulate achievement of business results by linking performance-based annual cash incentives, up to a pre-established maximum amount, to the achievement of various performance targets. We believe that the annual bonus program encourages, reinforces and rewards delivery of stockholder value by linking annual cash awards with the achievement of quantifiable performance measures.

For 2020, target bonus awards for each NEO were calculated as a percentage of such NEO’s base salary and may be multiplied by a factor ranging from zero to two (2) times such target award based on actual performance of the Company and the individual NEO, with bonus payout at 100% based on the Company’s achievement of the defined financial performance criteria at the target level.

Plan Design

For 2020, our NEOs participated in either the U.S. Bonus Plan or the Consolidated Bonus Plan. The bonus period for each plan ran from January 1 through December 31, 2020 and was based on our performance compared to the prior fiscal year based on three metrics: total net sales, adjusted EBITDA and Cash (measured as net working capital). We generally define “adjusted EBITDA” as earnings before interest expense, net (including interest payable to related parties), income tax expense/(benefit), and depreciation and amortization, with further adjustments for share-based compensation, other non-operating (income)/expense, strategic initiatives, acquisition and integration expenses, store closure expenses, restructuring and severance expenses and other non-recurring, infrequent or non-core income and cost items.

At the beginning of 2020, award targets were assigned by the remuneration and nomination committee to each of our NEOs, and the remuneration and nomination committee specified “Unacceptable,” “Marginal,” “Acceptable,” “Good,” “Very Good,” and “Excellent” levels for each bonus metric. All NEOs are assigned to the Consolidated Bonus Plan, except for Mr. Skehan, who is assigned to the U.S. Bonus Plan. Mr. Skehan is responsible for driving strategic growth and overall U.S. business and therefore is assigned to the U.S. Bonus plan. The U.S. Bonus is measured on the U.S. and Canada business segment performance.

 

      Krispy Kreme 2020 Bonus Metric Category(1) 

NEO

  Target as
% of Base
Salary
  Payout
Opportunity
   Net Sales  Adjusted
EBITDA
  Cash
(millions)
 

Michael Tattersfield

   110    23.7  17.5 $20.3 

Joshua Charlesworth

   80    23.7  17.5 $20.3 

Andrew Skehan

   80  0%—200%    22  11.8 $18.9 

Matthew Spanjers

   80  of Target    23.7  17.5 $20.3 

Theresa Zandhuis

   70    23.7  17.5 $20.3 

 

(1)

All goals are based on growth over previous fiscal year. Targets included in the table above represent performance at the level of “Very Good.”

 

2020 Consolidated Bonus Plan
Metrics

  

2020 Bonus Actuals(1)

  

Performance Level

Net Sales

  17%  Below Unacceptable

EBITDA

  -3%  Below Unacceptable

Cash

  $19.4 million  Good

 

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(1)

Actuals are based on growth over previous fiscal year.

 

2020 U.S. Bonus Plan Metrics

  2020 Bonus Actuals(1)  Performance Level

Net Sales

  24%  Very Good

EBITDA

  9%  Acceptable

Cash

  $17.7 million  Good

 

(1)

Actuals are based on growth over previous fiscal year.

Our bonus awards were calculated and paid in March 2021 after the end of the fiscal year, in a single payment (net of any taxes withheld). Notwithstanding our achievement levels as compared to the pre-determined performance targets under the Consolidated Bonus Plan, the remuneration and nomination committee approved and awarded a payout at the “Good” rating resulting in payouts at 100% of target under the Consolidated Bonus Plan following a holistic assessment of achievement and progress across the global Krispy Kreme business, and in consideration of events and impacts of the COVID-19 pandemic (as further described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Events and Transactions – COVID-19 Impact”). Operations in our and our franchisees’ shops have been and are expected, at least in the short term, to continue to be disrupted to varying degrees due to the COVID-19 pandemic, including disruptions related to ongoing national, state and local regulatory restrictions. In response to the COVID-19 outbreak, in March 2020, we closed all dining rooms and temporarily shifted to a drive through and “to-go” only operating model domestically. We had several shop opening delays, particularly in New York City where local restrictions were impacting our ability to open new locations. In determining the bonus payout levels under the Consolidated Bonus Plan, the remuneration and nomination committee recognized that, notwithstanding these unprecedented disruptions, the executive officers have continued to manage the business and find ways to drive growth and manage cash. Separately, the remuneration and nomination committee approved a payout between the “Good” and “Very good” rating under the U.S. Bonus Plan based on performance, resulting in paying out at 128% of target under the terms of the plan.

 

NEO

  Target as % of
Base Salary
  Payout
Opportunity
  Total Payout ($) 

Michael Tattersfield

   110  100 $1,100,000 

Joshua Charlesworth

   80  100 $640,000 

Andrew Skehan

   80  128 $665,600 

Matthew Spanjers

   80  100 $420,000 

Theresa Zandhuis

   70  100 $350,000 

Long Term Incentive Plan Equity-Based Compensation

To balance incentives to achieve short-term and long-term success, the compensation program for our NEOs includes the grant of long-term equity-based compensation under the LTIP. We closely align the interests of our NEOs with those of our stockholders by paying a significant portion of total compensation in the form of long-term equity-based incentives. Long-term equity-based compensation, granted in the form of time-vesting restricted stock units (“RSUs”) and non-qualified stock options (“NSOs”), provides direct alignment between the interests of our NEOs and stockholders. Our executive officers, including our NEOs, received a grant of RSUs and NSOs under the LTIP in 2021 with a graded vesting schedule where 60% vests on the third anniversary date, an additional 20% vests on the fourth anniversary date, and the final 20% vests on the fifth anniversary date, subject to continued employment with the Company on each vesting date to help ensure long-term retention of key executive talent.

 

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Executive Ownership Program

We strongly believe in encouraging stock ownership by our NEOs. Therefore, in addition to the LTIP, we have designed certain additional equity compensation programs to promote stock ownership and investment in the Company in order to align the interests of our executives with those of our stockholders.

At the time of hire or promotion, executives are offered the opportunity to participate in our Executive Ownership Program (“EOP”), with participation required for all executives at or above the Vice President level. This is generally a one-time opportunity upon achieving eligibility to participate in the EOP, although participants who experience a promotion into a higher level of the EOP program are given an opportunity to increase their investment to the level commensurate with their new title. Executives are assigned both a minimum and maximum investment level and then make an election to purchase shares of common stock of KKHI at the specified ownership amount. The executive will then receive a matching award of RSUs (“Matching RSUs”) on a one-for-one basis corresponding to the number of shares elected to be purchased. These Matching RSUs generally have a 4.5-year cliff vesting period tied to continued employment with the Company, and are subject to forfeiture, in whole or in part, if the executive does not own and maintain his or her investment level of our common stock through the applicable vesting date.

Each executive typically has a 1.5-year period to purchase EOP shares to meet his or her commitment amount. At the end of the investment period, if the executive has purchased EOP shares equivalent to his or her commitment amount and continues to hold the EOP shares for the remainder of the vesting period, the executive will retain (and is eligible to vest in) the full number of Matching RSUs awarded. From time to time, the remuneration and nomination committee may approve the opportunity for the executives to increase their ownership levels through the EOP. These additional investments by the executives are not matched with RSU awards.

Equity Compensation Decisions in Connection with this Offering

In connection with this offering, certain RSUs issued under the LTIP and EOP and held by our NEOs will be accelerated. In addition, we intend to use a portion of the net proceeds that we receive from this offering to repurchase shares of our common stock from certain of our NEOs at the price to be paid by the underwriters. In connection with the dividend paid by KKHI, our NEOs will also be eligible to receive, with respect to outstanding RSUs, a dividend equivalent in the form of cash or additional RSUs and, with respect to outstanding stock options, the exercise price of the options will be reduced by the amount of the per share dividend. In connection with this offering, we are adopting a new omnibus equity incentive plan and employee stock purchase plan, each as further described herein, which are attached as exhibits to the registration statement of which this prospectus forms a part.

Loans to Employees

We were party to loans with certain of our employees and officers with an aggregate balance of $18.7 million as of January 3, 2021. Such loans were granted in connection with the purchase of equity in certain of our subsidiaries. Each of such loans for the executive officers have been repaid in full prior to the date of this offering.

Competitive Compensation

Our compensation program for our NEOs is designed to compensate them competitively to ensure that we attract and retain the right talent to deliver stockholder value. For 2020, the remuneration and nomination committee engaged Korn Ferry, an independent compensation consultant, to advise on the compensation practices and competitive landscape for the compensation of our NEOs. The remuneration and nomination committee generally reviews and targets between the 50th percentile and 75th percentile of market pay level when assessing executive compensation, but pay decisions are based on a more comprehensive set of considerations such as company performance, individual executive performance, experience, and internal equity. The remuneration and nomination committee reviews and uses two data sources for benchmarking compensation

 

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analysis. The first source is peer group proxy data which mirrors the peer group historically used to value the Company. The company’s revenue and EBITDA are near the 25th percentile of the peer group. The compensation consultant then performs a regression analysis to compare our compensation practices against those peers. The second compensation source is Korn Ferry’s 2018 Retail Executive Compensation Database.

At the end of 2020, the remuneration and nomination committee engaged FW Cook, an independent compensation consultant, to assist with reviewing the compensation programs for our NEOs in connection with this offering.

Other Benefits and Perquisites

Our NEOs participate in the same benefit plans generally available to our employees. These benefit plans include health insurance, ancillary coverages, life insurance and disability coverage. NEOs receive the same coverage as the rest of our employees. In addition, our CEO is eligible to receive certain car and housing allowances.

Retirement Plans

Our NEOs participate in the same 401(k) retirement plan as the rest of our employees.

Employment and Change in Control Arrangements

As a standard practice, the Company does not generally enter into employment agreements or change in control agreements with its executive officers. However, an exception was made for Mr. Tattersfield and Mr. Charlesworth, the first two executive hires after the JAB purchase. Following the completion of this offering, the Company intends to amend each of the Tattersfield and Charlesworth employment agreements to reflect the changes to the Company’s organizational structure in connection with the Merger, as well as to increase each executive’s long-term incentive compensation target amount to 100% of base salary and to limit the severance payable to each executive upon a termination by the company without cause or by the executive for good reason to no more than one year of base salary.

Except with respect to their own compensation, the CEO and the CPO make recommendations to the remuneration and nomination committee and the remuneration and nomination committee approves, any and all compensation elements. The CPO works with the remuneration and nomination committee’s independent compensation consultant to provide comparable market data for all compensation elements that are used in making such recommendations to the remuneration and nomination committee.

Additionally, we do not provide tax gross ups for our NEOs except in the case of standard relocation benefits available to employees generally. In fiscal year 2020, we did not provide any relocation benefits to any of our NEOs.

Tax and Accounting Implications

Section 162(m) of the Code generally limits, for U.S. corporate income tax purposes, the annual tax deductibility of compensation paid to certain current and former executive officers to $1 million. Although the Company believes that tax deductibility of executive compensation is an important consideration, the remuneration and nomination committee in its judgement may, nevertheless, authorize compensation payments that are not fully tax deductible, and/or modify compensation programs and practices without regard for tax deductibility, when it believes that such compensation is appropriate.

 

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Summary Compensation Table

The following table sets forth information regarding the compensation earned by our NEOs in fiscal year 2020.

 

Name and Principal Position

 Year  Salary
($)
  Stock
Awards
($)(1)
  Non-Equity
Incentive Plan
Compensation
($)
  All Other
Compensation
($)(2)
  Total ($) 

Michael Tattersfield, President and Chief Executive Officer

  2020  $1,000,000  $550,436  $1,100,000  $18,169  $2,668,605 

Joshua Charlesworth, Chief Financial Officer and Chief Operating Officer

  2020  $800,000  $500,000  $640,000  $11,400  $1,951,400 

Andrew Skehan, North America President

  2020  $650,000  $500,000  $665,600  $11,400  $1,827,000 

Matthew Spanjers, Chief Growth Officer

  2020  $525,000  $500,000  $420,000  $11,400  $1,456,400 

Theresa Zandhuis, Chief People Officer

  2020  $500,000  $400,000  $350,000  $11,400  $1,261,400 

 

(1)

Amounts reflect the full grant-date fair value of restricted stock unit awards granted during 2020 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards made to executive officers in Note 12 to our audited consolidated financial statements included elsewhere in this prospectus.

(2)

The amounts reported in the All-Other Compensation column reflect other compensation for Mr. Tattersfield that includes: $10,689 for an auto lease, home allowance of $3,214 and home incidentals of $4,267. The amounts reported for all of the other NEOs reflect the Company matching contribution under our 401(k) plan for fiscal year 2020. Mr. Tattersfield was not eligible for a matching contribution under the 401(k) plan for fiscal year 2020.

Grants of Plan-Based Awards

The following table sets forth information regarding equity plan awards and non-equity incentive plan awards by us to our NEOs in fiscal year 2020.

 

Name

  Grant
Date(1)
  Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
   All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
  Grant
Date Fair
Value of
Stock
Awards(2)
  Threshold
($)
  Target ($)   Maximum
($)
 

Michael Tattersfield

  4/1/2020  —    $1,100,000   $2,200,000     $550,346

Joshua Charlesworth

  4/1/2020  —    $640,000   $1,280,000     $499,957

Andrew Skehan

  4/1/2020  —    $520,000   $1,040,000     $499,957

Matthew Spanjers

  4/1/2020  —    $420,000   $840,000     $499,957

Theresa Zandhuis

  4/1/2020  —    $350,000   $700,000     $400,022

 

(1)

Each grant of RSUs cliff vests 4.5 years from the applicable grant subject to continued employment with us on the vesting date.

(2)

In accordance with SEC rules, the amounts reported in this column represent the grant date fair value of shares underlying the RSUs, calculated in accordance with ASC 718.

 

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Outstanding Equity Awards At Fiscal Year-End

The following table sets forth information regarding unvested equity awards held by each NEO as of December 31, 2020. All such awards relate to shares of common stock of KKHI.

 

   Stock Awards 

Name

  Grant Date(1)   Number of Shares or
Units of Stock That
Have Not Vested (#)
   Market Value of
Shares or Units
of Stock That
Have Not
Vested (2) ($)
 

Michael Tattersfield

   11/18/2016     $20,102,000 
   4/7/2017     $517,828 
   4/7/2017     $1,827,473 
   5/1/2018     $132,070 
   5/1/2018     $1,398,597 
   4/1/2019     $113,677 
   4/1/2019     $1,203,205 
   9/6/2019     $119,004 
   4/1/2020     $590,597 

Joshua Charlesworth

   4/7/2017     $6,091,610 
   4/7/2017     $1,015,252 
   5/1/2018     $776,942 
   4/1/2019     $668,492 
   4/1/2020     $536,522 

Andrew Skehan

   11/16/2017     $3,583,282 
   5/1/2018     $776,942 
   4/1/2019     $668,492 
   4/1/2020     $536,522 

Matthew Spanjers

   4/7/2017     $6,091,610 
   4/7/2017     $609,191 
   5/1/2018     $466,165 
   4/1/2019     $668,492 
   4/1/2020     $536,522 

Theresa Zandhuis

   9/15/2017     $2,150,009 
   5/1/2018     $466,165 
   3/4/2019     $334,296 
   4/1/2019     $401,035 
   4/1/2020     $429,278 

 

(1)

Each grant of RSUs cliff vests 4.5 years from the applicable grant subject to continued employment with us on the vesting date.

(2)

The market value of shares underlying RSUs that have not vested is calculated based on the fair market value of the shares of common stock of KKHI as of December 31, 2020, which our board of directors determined to be $100.51.

Options Exercised and Stock Vested

No options were exercised by our NEOs in 2020, and none of the RSUs held by our NEOs vested in 2020.

Pension Benefits

We do not maintain any defined benefit pension plans for our NEOs.

 

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Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans for our NEOs.

Post-Termination Compensation

Michael Tattersfield

The Company’s employment agreement with Mr. Tattersfield is an at-will employment agreement. In the event (i) the Company terminates Mr. Tattersfield’s employment without Cause or (ii) if he terminates his employment for Good Reason, in each case, he will receive a payment equal to one year of base salary plus one additional month for each completed year he has worked for the Company subject to a maximum period of 24 months. Prior to receiving any of the severance benefits, Mr. Tattersfield must execute and not revoke a release of claims in favor of us. In addition, Mr. Tattersfield is subject to a one-year post-termination non-compete.

Joshua Charlesworth

The Company’s employment agreement with Mr. Charlesworth is an at-will employment agreement. In the event (i) the Company terminates Mr. Charlesworth’s employment without Cause or (ii) if he terminates his employment for Good Reason, in each case, he will receive a payment equal to one year of base salary plus one additional month for each completed year he has worked for the Company subject to a maximum period of 24 months. Prior to receiving any of the severance benefits, Mr. Charlesworth must execute and not revoke a release of claims in favor of us. In addition, Mr. Charlesworth is subject to a one- year post-termination non-compete.

Equity Treatment Upon Termination Scenarios

Termination of Employment

In the event of an executive’s termination, all unvested RSUs will immediately forfeit on the date of such termination, except as described below.

Double-Trigger Equity Vesting Upon a Change of Control

In the event of a change of control of the Company, all outstanding RSUs and Matching RSUs, including those held by our NEOs, have “double-trigger” protection, which means that no accelerated vesting of outstanding RSUs will occur unless both (1) a change of control occurs, and (2) the executive is involuntarily terminated within 24 months of such change of control.

Death or Disability

In the event of an executive’s termination due to death or disability, all outstanding RSUs and Matching RSUs become fully vested and payable.

Retirement

In the event of an executive’s retirement (generally defined as attaining the age of 60 and completing ten years of service), outstanding RSUs and Matching RSUs vest on a pro rata basis. None of our NEOs were retirement-eligible as of December 31, 2020.

Potential Payments Upon Termination or Change in Control

The following table shows the cash severance payments and accelerated vesting of RSUs that our NEOs would have been eligible to receive from us if their employment had been terminated or if a change in control of

 

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the Company followed by an immediate termination of employment had occurred as of December 31, 2020. All amounts are estimates only, and the actual amounts payable will vary depending on the facts and circumstances applicable at the time of the triggering event.

 

Name

  Dollar
Amount of
Payments
Upon
Termination
without
Cause or for
Good
Reason
   Value of
Stock at
Termination
due to
Retirement
   Value of Stock
at
Termination
due to Death
or Disability(1)
   Dollar
Amount of
Payments
Upon
Involuntary
Termination
Following a
Change in
Control
   Value of Stock
Upon
Involuntary
Termination
Following a
Change in
Control(2)
 

Michael Tattersfield

  $1,466,667   $—     $70,105,725   $1,466,667   $70,105,725 

Joshua Charlesworth

  $1,000,000   $—     $16,734,413   $1,000,000   $16,734,413 

Andrew Skehan(1)

  $—     $—     $9,648,558   $—     $9,648,558 

Matthew Spanjers(1)

  $—     $—     $14,463,591   $—     $14,463,591 

Theresa Zandhuis(1)

  $—     $—     $7,319,641   $—     $7,319,641 

 

(1)

Amounts reported in this column represent the value of RSUs that would be accelerated in full in connection with a termination of employment due to death or disability, determined by multiplying the value of the common stock of KKHI of $100.51 per share on December 31, 2020 by the number of RSUs

(2)

Amounts reported in this column represent the value of RSUs that would be accelerated in full connection with an involuntary termination of employment on or following a change in control, determined by multiplying the value of the common stock of KKHI of $100.51 per share on December 31, 2020 by the number of RSUs.

Director Compensation Table

The following table sets forth information regarding director compensation during our fiscal year 2020. We pay four primary components of compensation to our non-employee directors: an annual cash retainer, committee retainer, committee chairman retainer, and equity grants in the form of time-vesting RSUs that generally cliff vest at the end of 4.5 years. Board members may from time to time receive fees for service on ad hoc committees. Based on the Company’s review of its current compensation programs for non-employee directors in connection with this offering, the following has been approved to be applicable following the offering on an annual basis: (i) the Chairman will be entitled receive annually $200,000 in cash and RSUs with a grant date fair market value of $255,000, (ii) the Remuneration and Nomination Committee Chair will be entitled to receive annually $70,000 in cash and RSUs with a grant date fair market value of $100,000, (iii) the Audit Committee Chair will receive annually $75,000 in cash and RSUs with a grant date fair market value of $100,000, (iv) the Lead Independent director will receive anually $80,000 in cash and RSUs with a grant date fair market value of $100,000 and (v) each other non-executive director will receive annually $60,000 in cash and RSUs with a grant date fair market value of $100,000 as well as $5,000 in cash for membership on the Remuneration and Nomination Committee or Audit and Finance Committee. Each such director will also be entitled to reimbursement for all out-of-pocket expenses of such director in attending each meeting of the Board and any committee thereof.

 

Retainer ($) 

Annual retainer for service on the Board

  $50,000 

Additional annual retainers:

  

for Chairman

  $200,000 

for audit and finance committee chairman

  $15,000 

for committee members

  $5,000 

for remuneration and nomination committee chairman

  $10,000 

 

Annual Equity Grant 
Retainer ($) 

Chairman

  $255,000 

Other Board Members

  $85,000 

 

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Name  Fees Earned
or Paid in
Cash ($)(1)
   Stock
Awards
($)(2)
   Total
($)
 

Olivier Goudet

  $196,875   $255,000   $451,875 

Fabien Simon(3)

  $26,250   $85,000   $111,250 

David Bell

  $56,250   $85,000   $141,250 

David Deno

  $60,938   $85,000   $145,938 

Carl Lee

  $51,563   $85,000   $136,563 

Paul Michaels

  $46,875   $85,000   $131,875 

Henry Yeagley (BDTCP)(4)

  $56,250   $85,000   $141,250 

Manuel Martinez(5)

  $56,250   $85,000   $141,250 

Justine Tan(6)

  $25,000   $85,000   $110,000 

Ozan Dokmecioglu(6)

  $27,500    —     $27,500 

Michelle Weese(7)

  $12,500    —     $12,500 

 

(1)

All members of the board agreed to a 25% reduction in the second quarter of fiscal year 2020 board retainers. The retainers for subsequent quarters were paid at normal rates.

(2)

Each grant of RSUs cliff vests at the end of 4.5 years subject to continued service on the board. The dollar value of the RSU grants reflect the grant date fair value of restricted stock unit awards calculated in accordance with ASC Topic 718. As of December 31, 2020, each member of the Board held the following number of unvested RSUs: Mr. Goudet: 64,763; Mr. Simon: 12,310; Mr. Bell: 27,888; Mr. Deno: 33,388; Mr. Lee: 27,888; Mr. Michaels: 18,443 (plus an additional 176,187 unvested RSUs held through his investment vehicle); Mr. Yeagley: 0; Mr. Martinez: 4,994; Ms. Tan: 0; Mr. Dokmecioglu: 0; and Ms. Weese: 0.

(3)

Mr. Simon ceased to be on the board as of September 22, 2020.

(4)

The board retainer for Mr. Yeagley is paid to BDT Investments.

(5)

Mr. Martinez ceased to be on the board as of March 2021.

(6)

Each of Ms. Tan and Mr. Dokmecioglu joined the board during the third quarter of fiscal year 2020.

(7)

Ms. Weese joined the board during the fourth quarter of fiscal year 2020.

Krispy Kreme, Inc. 2021 Omnibus Incentive Plan

Introduction

Prior to the completion of this offering, we intend to adopt the Krispy Kreme, Inc. 2021 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan will be to provide additional incentives to selected officers, employees, non-employee directors, independent contractors and consultants of the Company and its affiliates, to strengthen their commitment, motivate them to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability. To accomplish these purposes, the Plan provides that the Company may grant options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards, cash awards or any combination of the foregoing.

The remuneration and nomination committee will determine the specific criteria surrounding equity issuances under the Plan. The material terms of the Plan, as it is currently contemplated, are summarized below.

Summary of Expected Plan Terms

The maximum number of shares of our common stock reserved for issuance under the Plan shall be equal to 4.5% of the total number of shares of our common stock outstanding on the date of the consummation of this

 

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offering (the “initial share reserve”). This reserve will automatically increase on January 1 (the “Evergreen Date”) of each calendar year during the term of the Plan, in an amount equal to the lesser of (i) 1% of the total number of shares of our common stock issued and outstanding on December 31 immediately preceding the applicable Evergreen Date and (ii) a number of shares of our common stock determined by the administrator. The maximum aggregate number of shares of common stock that may be issued in the form of ISOs shall not exceed the initial share reserve.

Non-employee directors are not permitted to be granted awards during any calendar year with a grant date fair value that, when aggregated with such non-employee director’s cash fees with respect to such calendar year, exceed $600,000 in total value.

Shares of our common stock subject to an award under the Plan that remain unissued upon the cancellation, termination or expiration of the award will again become available for grant under the Plan. However, shares of our common stock that are exchanged by a participant or withheld by the Company as full or partial payment of the exercise price or other purchase price in connection with any award under the Plan, as well as any shares of our common stock exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to any award, will not be available for subsequent awards under the Plan. To the extent an award is paid or settled in cash, the number of shares of our common stock previously subject to the award will again be available for grant pursuant to the Plan. To the extent that an award can only be settled in cash, such award will not be counted against the total number of shares of our common stock available for grant under the Plan.

The Plan will be administered by the remuneration and nomination committee (the “administrator”). The administrator may interpret the Plan and may prescribe, amend and rescind rules and make all other determinations necessary or desirable for the administration of the Plan.

The Plan permits the plan administrator to select the officers, employees, non-employee directors, independent contractors and consultants who will receive awards, to determine the terms and conditions of those awards, including but not limited to the exercise price or other purchase price of an award, the number of shares of our common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstanding awards.

The administrator may make awards to participants who are not citizens or residents of the United States, or to participants outside the United States, on terms and conditions that are different from those specified in the Plan, as may be determined necessary or desirable by the administrator to achieve the Plan’s purposes. Consistent with this, the administrator may, without amending the Plan, establish or modify rules, procedures and subplans as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or any of its affiliates operates or has employees.

Restricted stock units (“RSUs”) and restricted stock may be issued under the Plan. The administrator will determine the purchase price, vesting schedule and performance objectives, if any, applicable to the grant of RSUs and restricted stock. If the restrictions, performance objectives or other conditions determined by the administrator are not satisfied, the RSUs and restricted stock will be forfeited. Subject to the provisions of the Plan and the applicable individual award agreement, the administrator may provide for the lapse of restrictions in installments or the acceleration or waiver of restrictions (in whole or part) under certain circumstances as set forth in the applicable individual award agreement, including the attainment of certain performance related goals, a participant’s termination of employment or service, or a participant’s death or disability. The rights of RSU and restricted stock holders upon a termination of employment or service will be set forth in individual award agreements.

Unless the applicable award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder during the restricted period, including the right to vote and receive dividends declared with respect to such restricted stock, provided that any dividends declared during the

 

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restricted period with respect to such restricted stock will generally only become payable if the underlying restricted stock vests. During the restricted period, participants with RSUs will generally not have any rights of a stockholder, but, if the applicable individual award agreement so provides, may be credited with dividend equivalent rights that will be paid at the time that shares of our common stock in respect of the related RSUs are delivered to the participant.

We may issue stock options under the Plan. Options granted under the Plan may be in the form of “non-qualified stock options” or “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, as set forth in the applicable individual option award agreement. The exercise price of all options granted under the Plan will be determined by the administrator, but, unless otherwise determined by the administrator, in no event may the exercise price be less than 100% of the fair market value of the related shares of our common stock on the date of grant. The maximum term of all stock options granted under the Plan will be determined by the administrator, but may not exceed ten years. Each stock option will vest and become exercisable (including in the event of the optionee’s termination of employment or service) at such time and subject to such terms and conditions as determined by the administrator in the applicable individual option agreement.

Stock appreciation rights (“SARs”) may be granted under the Plan either alone or in conjunction with all or part of any option granted under the Plan. A free-standing SAR granted under the Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of our common stock over the base price of the free-standing SAR. A SAR granted in conjunction with all or part of an option under the Plan entitles its holder to receive, at the time of exercise of the SAR and surrender of the related option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of our common stock over the exercise price of the related option. Each SAR will be granted with a base price that is not less than 100% of the fair market value of the related shares of our common stock on the date of grant. The maximum term of all SARs granted under the Plan will be determined by the administrator, but may not exceed ten years. The administrator may determine to settle the exercise of a SAR in shares of our common stock, cash, or any combination thereof.

Each free-standing SAR will vest and become exercisable (including in the event of the SAR holder’s termination of employment or service) at such time and subject to such terms and conditions as determined by the administrator in the applicable individual free-standing SAR agreement. SARs granted in conjunction with all or part of an option will be exercisable at such times and subject to all of the terms and conditions applicable to the related option.

Other stock-based awards, valued in whole or in part by reference to, or otherwise based on, shares of our common stock (including dividend equivalents) may be granted under the Plan. Any dividend or dividend equivalent awarded under the Plan will be subject to the same restrictions, conditions and risks of forfeiture as the underlying awards and will only become payable if the underlying awards vest. The administrator will determine the terms and conditions of such other stock-based awards, including the number of shares of our common stock to be granted pursuant to such other stock-based awards, the manner in which such other stock-based awards will be settled (e.g., in shares of our common stock or cash or other property), and the conditions to the vesting and payment of such other stock-based awards (including the achievement of performance criteria).

Bonuses payable in fully vested shares of our common stock and awards that are payable solely in cash may also be granted under the Plan.

The administrator may grant equity-based awards and incentives under the Plan that are subject to the achievement of performance objectives selected by the administrator in its sole discretion, including, without limitation, one or more of the following business criteria: (i) earnings, including one or more of operating income, net operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special items or book value per share

 

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(which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) stock price or total stockholder return; (xv) cost targets, reductions and savings, productivity and efficiencies; (xvi) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, and information technology goals, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xvii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xviii) any combination of, or a specified increase in, any of the foregoing. Notwithstanding the foregoing, the Company may determine whether additional or different performance goals should be enumerated in the future. The administrator will have the authority to make equitable adjustments to the business criteria, as may be determined by the administrator in its sole discretion.

In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, corporate transaction or event, special or extraordinary dividend or other extraordinary distribution (whether in the form of shares of our common stock, cash or other property), stock split, reverse stock split, subdivision or consolidation, combination, exchange of shares, or other change in corporate structure affecting the shares of our common stock, an equitable substitution or proportionate adjustment shall be made, at the sole discretion of the administrator, in (i) the aggregate number of shares of our common stock reserved for issuance under the Plan, (ii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and SARs granted under the Plan, (iii) the kind, number and purchase price of shares of our common stock, or the amount of cash or amount or type of property, subject to outstanding restricted stock, RSUs, stock bonuses and other stock-based awards granted under the Plan or (iv) the performance goals and periods applicable to award granted under the Plan. Equitable substitutions or adjustments other than those listed above may also be made as determined by the administrator. In addition, the administrator may terminate all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of the shares of our common stock, cash or other property covered by such awards over the aggregate exercise price or base price, if any, of such awards, but if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the shares of our common stock, cash or other property covered by such award, the board of directors may cancel the award without the payment of any consideration to the participant.

Unless otherwise determined by the administrator and evidenced in an award agreement, in the event that (i) a “change in control” (as defined in the Plan) occurs and (ii) a participant’s employment or service is terminated without cause, or with good reason (to the extent applicable), within 24 months following the change in control, then (a) any unvested or unexercisable portion of any award carrying a right to exercise shall become fully vested and exercisable, and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an award granted under the Plan will lapse and such unvested awards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be achieved at target performance levels. The completion of this offering will not be a change of control under the Plan.

Each participant will be required to make arrangements satisfactory to the administrator regarding payment of an amount up to the maximum statutory rates in the participant’s applicable jurisdictions with respect to any award granted under the Plan, as determined by us. We have the right, to the extent permitted by law, to deduct any such taxes from any payment of any kind otherwise due to the participant. With the approval of the administrator, the participant may satisfy the foregoing requirement by either electing to have us withhold from

 

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delivery of shares of our common stock, cash or other property, as applicable, or by delivering already owned unrestricted shares of our common stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. We may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy our withholding obligation with respect to any award.

The Plan provides our board of directors with the authority to amend, alter or terminate the Plan, but no such action may adversely affect the rights of any participant with respect to outstanding awards without the participant’s consent. The administrator may amend an award, prospectively or retroactively, but no such amendment may adversely affect the rights of any participant without the participant’s consent. Stockholder approval of any such action will be obtained if required to comply with applicable law.

No award will be granted pursuant to the Plan on or after the tenth anniversary of the effective date of the Plan (although awards granted before that time will remain outstanding in accordance with their terms).

All awards will be subject to the provisions of any clawback policy implemented by us to the extent set forth in such clawback policy, and will be further subject to such deductions and clawbacks as may be required to be made pursuant to any law, government regulation or stock exchange listing requirement.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the Plan.

Krispy Kreme, Inc. 2021 Employee Stock Purchase Plan

Introduction

On June 21, 2021, the Company board of directors approved the Krispy Kreme Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), effective as of and contingent on the consummation of the initial public offering of the Company’s Common Stock, and subject to approval of Company shareholders. If the ESPP is approved by Company shareholders and the initial public offering is consummated, the Company will be authorized to offer eligible employees the ability to purchase shares of the Company stock at a discount, subject to various limitations. The purpose of the ESPP is to assist eligible employees in acquiring a stock ownership interest in the Company, to align such employees’ interests with those of our shareholders and to encourage such employees to remain in the employment of the Company. To accomplish such purposes, the ESPP provides that the Company will be authorized to offer eligible employees the ability to purchase shares of the Company’s stock with their accumulated payroll deductions. We believe that equity offers under the ESPP will assist the Company in recruiting and retaining highly qualified employees. The material terms of the ESPP, as it is currently contemplated, are summarized below.

The ESPP

The ESPP is administered by our board of directors or an authorized committee thereof comprised of non-employee directors (the “ESPP administrator”). The ESPP is divided into two components: the “423 Component” and the “Non-423 Component.” The 423 Component is intended to qualify under Section 423 of the Code. The Non-423 Component is not intended to qualify under Section 423 of the Code and may generally be used to grant stock options to certain non-U.S. employees and other employees designated by the ESPP administrator.

Administration

Subject to the terms and conditions of the ESPP, the ESPP administrator will have discretionary authority to administer and interpret the ESPP and to determine the terms and conditions of the offerings of Company Common Stock to be made under the ESPP. Subject to applicable laws and regulations, the ESPP administrator is

 

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authorized to delegate administrative duties under the ESPP to an officer of the Company or other individual or group. Interpretations and constructions of the ESPP administrator of any provision of the ESPP or of any rights thereunder will be conclusive and binding on all persons. No member of our board of directors or individual exercising administrative authority with respect to the ESPP will be liable for any action or determination made in good faith with respect to the ESPP.

Share Reserve

The initial maximum number of Company Common Stock which will be authorized for sale under the ESPP is equal to 1.5% of the total number of shares of Company Common Stock outstanding on consummation of the initial public offering of the Company’s Common Stock.

Eligibility

Employees eligible to participate in the ESPP for a given offering generally include employees who are employed by the Company or one of its designated subsidiaries on the first day of the offering. Unless otherwise determined by the ESPP administrator or required by law, employees of the Company or its designated subsidiaries who, as of the first day of an offering, are customarily scheduled to work less than 20 hours per week or customarily work less than five months in a calendar year will not be eligible to participate in the offering under the ESPP.

Participation

Employees will enroll under the ESPP by completing an enrollment form permitting the deduction from their compensation of at least 1% of their compensation but not more than 15% of their compensation during an offering. Such payroll deductions must be expressed as a whole number percentage, and the accumulated deductions will be credited to a notional account and applied to the purchase of shares on the exercise date of the offering.

However, an employee will not be permitted to participate in an offering if, immediately after the option to purchase stock in the offering were granted, the employee would own (or be deemed to own through attribution) 5% or more of the total combined voting power or value of all classes of stock of the Company, or of a subsidiary or parent company of the Company. In addition, a participant may not purchase more than 5,000 shares in each offering or any lesser maximum number determined by the ESPP administrator. A participant may not be granted an option that permits the participant’s rights to purchase shares of the Company common stock to accrue at a rate exceeding $25,000 in fair market value of such stock (determined at the time the option is granted) under the ESPP or any other employee stock purchase plan of the Company and its parent and subsidiary companies during any calendar year. Furthermore, a participant may not sell or otherwise dispose of such shares of Common Stock purchased by the participant upon exercise of an option for a period of at least six months following the exercise date.

Offering

Under the ESPP, participants are offered the option to purchase shares of the Company Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator. However, in no event may an offering be longer than 27 months in length.

The option price for an offering will be 85% of the closing trading price per share on the exercise date.

Unless a participant has withdrawn from participation in the ESPP before the exercise date of the applicable offering, the participant will be deemed to have exercised the participant’s option in full as of such exercise date. Upon exercise, the participant will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the option price, subject to the participation limitations listed above.

 

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A participant may cancel his or her payroll deduction authorization and withdraw from the offering at any time prior to the end of the offering. Upon withdrawal, the participant will receive a refund of the participant’s notional account balance in cash without interest. If a participant withdraws from an offering, the participant may not later re-enroll in the same offering, but the participant may (if eligible) enroll in any later offering under the ESPP. If a participant wants to increase or decrease the rate of payroll withholding, the participant may do so effective for the next offering by submitting a new enrollment form before the offering for which such change is to be effective.

A participant may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, options in the ESPP shall be exercisable only by such participant. The ESPP is unfunded, and all funds received by the Company under the ESPP may be combined with other corporate funds and used for any corporate purpose, unless otherwise required by applicable law.

Adjustments

In the event of any stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, spin-off, or other similar change in capitalization or event, we will proportionately adjust the number and class of shares approved under the ESPP, the option price for an offering and the maximum number of shares which a participant may elect to purchase in any single offering. If the Company is liquidated or dissolved, the ESPP administrator may provide that options to purchase stock under the ESPP will convert into the right to receive liquidation proceeds (net of the option price). In connection with a merger with or into another corporation, a sale of all or substantially all of our assets or common stock, or any other transaction in which the owners of our voting power immediately before the transaction do not hold a majority following the transaction, the ESPP administrator may take any of the following actions, or do any combination thereof: (i) determine that each outstanding option will be assumed or an equivalent option substituted by the successor corporation or the parent or subsidiary of the successor corporation; (ii) upon written notice to participants, provide that all outstanding options will become exercisable to the extent of accumulated payroll deductions as of a specified date that is more than 10 days before the effective date of the applicable corporate transaction; (iii) upon written notice to participants, provide that all outstanding options will be canceled and accumulated payroll deductions will be returned to participants; or (iv) if the applicable transaction provides for cash payments to the holders of the Company Common Stock, provide for cash payments to participants in amounts based on the per-share amount of such cash payments to the shareholders.

Amendment and Termination

The ESPP administrator may amend, suspend or terminate the ESPP at any time. However, to the extent required by applicable laws, the ESPP administrator may not amend the ESPP without obtaining shareholder approval within 12 months before or after the date such amendment is adopted.

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to the purchase of shares under the ESPP. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. As such, tax consequences for employees participating in the Non-423 Component of the ESPP are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

The 423 Component of the ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted an option under

 

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the ESPP. In addition, the employee will not recognize taxable income upon the purchase of shares. Upon a sale or disposition of shares purchased under the ESPP, the participant generally will be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the date of grant and more than one year from the date of purchase, or if the participant dies while holding the shares: (i) the participant (or the participant’s estate) will recognize compensation taxable as ordinary income measured as the lesser of (A) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price or (B) an amount equal to the applicable discount from the fair market value of the shares as of the date of grant; and (ii) even if the participant (or the participant’s estate) recognizes ordinary income, we or our subsidiaries or affiliates generally will not be entitled to a federal income tax deduction. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above at a price that is more than the purchase price: (i) the participant will recognize compensation taxable as ordinary income generally measured as the excess of the fair market value of the shares on the date the participant purchased the shares under the ESPP over the purchase price; and (ii) the Company will generally be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the participant. Any additional gain on such sale or disposition will be long-term or short-term capital gain, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold at a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date the participant purchased the shares under the ESPP over the purchase price (and the Company will generally be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date the participant purchased them.

Vote Required for Approval

The approval of the ESPP Proposal requires an ordinary resolution under Delaware law, being the affirmative vote of a majority of the ordinary shares attending virtually or by proxy and entitled to vote thereon and who vote at the special meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the special meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the special meeting.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed above in the section entitled “Executive Compensation,” this section describes transactions, or series of related transactions, since January 1, 2018 to which we were a party or will be a party, in which:

 

  

the amount involved exceeded or will exceed $120,000; and

 

  

any of our directors, executive officers or beneficial owners of more than 5% of any class of our capital stock (each, a “5% Holder”), or any members of the immediate family of and any entity affiliated with any such person, had or will have a direct or indirect material interest.

Existing Commercial Arrangements with JAB Related Persons

Immediately following this offering and the Distribution, JAB will beneficially own approximately 38.0% of our common stock through its affiliates (or approximately 37.0% if the underwriters exercise their option to purchase additional shares in full), prior to giving effect to any purchase by JAB of shares in this offering. We have negotiated certain arm’s-length commercial arrangements with certain companies that JAB has controlling investments in which are set forth below:

License, Distribution and Supply Agreements

We have entered into a licensing agreement, as amended, with Keurig Dr Pepper Inc. (“KDP”), an affiliate of JAB, pursuant to which KDP maintains certain licenses to the Krispy Kreme trademark for use in the manufacturing of portion packs for the Keurig brewing system (“Keurig Packs”). For the years ended January 3, 2021, December 29, 2019 and December 30, 2018, royalty revenues from Keurig Packs sold through KDP were $1.9 million, $2.4 million and $2.3 million, respectively.

Tax Sharing Arrangements

We are also party to certain tax sharing arrangements, (the “Tax Matters Agreement”), entered into in December 2018 with JAB and certain of its affiliates. The Tax Matters Agreement governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filings of tax refunds and provide for certain other matters relating to taxes. We had a $7.4 million and $7.4 million related party receivable from JAB as of January 3, 2021 and December 29, 2019, respectively. In the fiscal year ended December 29, 2019, we collected $28.6 million cash from the related-party income tax receivable balance outstanding as of December 30, 2018. In addition, we had a $15.3 million and $0.0 million related party payable to the other JAB affiliates party to the Tax Matters Agreement as of January 3, 2021 and December 29, 2019, respectively, offset with a $15.3 million income tax receivable due from taxing authorities in the fiscal year ended January 3, 2021.

Related Party Notes

We are party to the Related Party Notes entered into in April 2019 with KK G.P. The Related Party Notes will mature in series: $202.3 million in October 2027, $89.9 million in October 2028 and $44.9 million in October 2029, with an interest rate of 6.55%, 6.65% and 6.75%, respectively. The interest payment is due 60 days after December 31 of each calendar year. Any overdue amount of principal and interest will bear interest payable at a rate per annum equal to the sum of (1) 2% and (2) the weighted average interest rates of the notes. The unpaid accrued interest is included in Related Party Notes payable in the consolidated balance sheets. Additionally, the Related Party Notes include covenants that prohibit us from subordinating the Related Party Notes to other unsecured indebtedness. As of January 3, 2021, and December 29, 2019, the outstanding amount of principal and interest was $344.6 million and $340.2 million, respectively. The interest expense for the fiscal years ended January 3, 2021, December 29, 2019 and December 30, 2018 was $22.5 million, $21.9 million and $18.9 million, respectively.

 

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In June 2021, the Related Party Notes were repaid in full in an aggregate amount of $355.0 million with a portion of the KKHI pro rata dividend, which was paid from the proceeds from the Term Loan Facility. Therefore, we anticipate less interest expense and higher cash provided by operating activities in future periods.

In addition, in June 2021 out of the proceeds of the KKHI pro rata dividend, $42.3 million was paid as a pro rata dividend to the management and directors of KKHI and $102.7 million went to the redemption of common stock held by KK G.P.

Capital Contributions