GREEN MOUNTAIN COFFEE INC
10-Q, 2000-08-14
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                                    FORM 10-Q

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


    (Mark One)

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

     For the twelve weeks ended July 1, 2000

                                       OR

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

     For the transition period from __________ to ____________

     Commission file number 1-12340


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

           Delaware                                      03-0339228
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                    33 Coffee Lane, Waterbury, Vermont 05676
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                                 (802) 244-5621
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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



     Indicate  by check mark  whether the  registrant  has (1) filed all reports
     required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports),  and (2) has been subject to
     such filing requirements for the past 90 days.
     YES [ X ]    NO [  ]

     As of August 1, 2000,  3,081,140  shares of common stock of the  registrant
were outstanding.


<PAGE>


                          Part I. Financial Information
                          Item I. Financial Statements

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


<TABLE>
                                                                          July 1,      September 25,
                                                                            2000           1999
                                                                       -------------   -------------
                                                                        (unaudited)
<S>                                                                    <C>             <C>
         Assets
Current assets:
   Cash and cash equivalents........................................   $         574   $         415
   Receivables, less allowances of $235 at July 1, 2000
   and $190 at September 25, 1999...................................           8,138           6,223
   Inventories......................................................           5,768           5,409
   Income tax receivable............................................               -             233
   Other current assets.............................................             461             264
   Loans to officers................................................               -             250
   Deferred income taxes, net.......................................             179             490
                                                                       -------------   -------------

         Total current assets.......................................   $      15,120   $      13,284

Fixed assets, net...................................................          10,564          10,183
Other long-term assets..............................................             248             250
Deferred income taxes, net..........................................             239             161
                                                                      --------------   -------------
Total assets........................................................   $      26,171   $      23,878
                                                                       =============   =============

         Liabilities and Stockholders' Equity
Current liabilities:
   Current portion of long-term debt................................   $         161   $       1,127
   Accounts payable.................................................           4,814           4,551
   Accrued payroll..................................................           1,484           1,005
   Accrued expenses.................................................           1,221             357
   Income tax payable...............................................             173               -
   Accrued losses and other costs of discontinued operations, net...             179             192
                                                                       -------------   -------------

        Total current liabilities...................................           8,032           7,232
                                                                       -------------   -------------

Long-term debt......................................................             308           1,908
                                                                       -------------   -------------

Long-term line of credit............................................           9,400           3,056
                                                                       -------------   -------------

Commitments and contingencies
Stockholders' equity:
  Common stock, $0.10 par value:  authorized - 10,000,000 shares;
   issued- 3,649,454 shares at July 1, 2000 and 3,615,404 shares
   at September 25, 1999............................................             365             362
   Additional paid-in capital.......................................          13,651          13,409
   Retained earnings (accumulated deficit)..........................           1,282          (1,435)
   Treasury shares, at cost:  558,853 shares at July 1, 2000 and
   100,609 shares at September 25, 1999, respectively...............          (6,867)           (654)
                                                                       -------------   -------------

   Total stockholders' equity.......................................           8,431          11,682
                                                                       -------------   -------------

         Total liabilities and stockholders' equity.................   $      26,171   $      23,878
                                                                       =============   =============

<FN>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these financial statements.
</FN>
</TABLE>


<PAGE>


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


<TABLE>
                                                                            Twelve weeks ended
                                                                       ----------------------------
                                                                       July 1, 2000    July 3, 1999
                                                                       ------------    ------------
                                                                               (unaudited)

        <S>                                                            <C>             <C>
        Net sales...................................................   $     19,668    $     14,973

        Cost of sales...............................................         11,909           8,821
                                                                       ------------   -------------

            Gross profit............................................          7,759           6,152

        Selling and operating expenses..............................          4,912           3,914
        General and administrative expenses.........................          1,403           1,164
        Loss on abandonment of fixed assets.........................              -              75
                                                                       ------------    ------------

            Operating income........................................          1,444             999

        Other income (expense)......................................             30              (5)
        Interest (expense)..........................................           (141)           (164)
                                                                       ------------    ------------

            Income from continuing operations before income taxes...          1,333             830

        Income tax expense..........................................           (531)           (315)
                                                                       ------------    ------------

             Net income.............................................   $        802    $        515
                                                                       ============    ============

             Basic income per share:
             Weighted average shares outstanding....................      3,226,415       3,494,399
             Net income.............................................   $       0.25    $       0.15

             Diluted income per share:
             Weighted average shares outstanding....................      3,511,282       3,552,574
             Net income.............................................   $       0.23    $       0.14


<FN>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these financial statements.
</FN>
</TABLE>


<PAGE>


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


<TABLE>
                                                                                Forty weeks ended
                                                                           ----------------------------
                                                                           July 1, 2000    July 3, 1999
                                                                           ------------   -------------
                                                                                   (unaudited)

        <S>                                                                <C>             <C>
        Net sales......................................................    $     62,669    $     49,493

        Cost of sales..................................................          37,595          30,253
                                                                           ------------    ------------

            Gross profit...............................................          25,074          19,240

        Selling and operating expenses.................................          15,603          12,568
        General and administrative expenses............................           4,459           3,666
        Loss on abandonment of fixed assets............................             135             100
                                                                          -------------    ------------

               Operating income........................................           4,877           2,906

        Other income...................................................              40               6
        Interest (expense).............................................            (389)           (639)
                                                                           ------------    ------------

               Income from continuing operations before income taxes...           4,528           2,273

        Income tax expense.............................................          (1,811)           (859)
                                                                           ------------    ------------

               Income from continuing operations.......................    $      2,717    $      1,414

               Discontinued operations:

               Income from discontinued retail stores operations, net
               of income tax expense of $114...........................               -             186
                                                                           ------------    ------------

               Net income..............................................    $      2,717    $      1,600
                                                                           ============    ============

             Basic income per share:

             Weighted average shares outstanding.......................       3,361,789       3,499,299
             Income from continuing operations.........................    $       0.81    $       0.40
             Income from discontinued operations.......................    $          -    $       0.06
                                                                           ------------    ------------
             Net income................................................    $       0.81    $       0.46
                                                                          =============    ============

             Diluted income per share:

             Weighted average shares outstanding.......................       3,534,517       3,532,541
             Income from continuing operations.........................    $       0.77    $       0.40
             Income from discontinued operations.......................    $          -    $       0.05
                                                                           ------------    ------------
             Net income................................................    $       0.77    $       0.45
                                                                           ============    ============
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these financial statements.
</FN>
</TABLE>


<PAGE>


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


<TABLE>
                                                                                         Forty weeks ended
                                                                                    ----------------------------
                                                                                    July 1, 2000    July 3, 1999
                                                                                    ------------    ------------
                                                                                            (unaudited)

        <S>                                                                         <C>             <C>
        Cash flows from operating activities:
           Net income...........................................................    $      2,717    $      1,600
           Adjustments to reconcile net income to net cash
           provided by operating activities:
                Income from discontinued operations.............................               -            (186)
                Depreciation and amortization...................................           2,288           2,261
                Loss on disposal and abandonment of fixed assets................             171             116
                Provision for doubtful accounts.................................             227             207
                Deferred income taxes...........................................             233             513
                Changes in assets and liabilities:
                      Receivables...............................................          (2,142)           (868)
                      Inventories...............................................            (359)            294
                      Other current assets......................................             286            (411)
                      Other long-term assets, net...............................               2             (34)
                      Accounts payable..........................................             263             416
                      Accrued payroll...........................................             479              51
                      Accrued expenses..........................................           1,037               5
                                                                                    ------------    ------------

                      Net cash provided by continuing operations................           5,202           3,964
                      Net cash (used for) provided by discontinued operations...             (13)            111
                                                                                    ------------    ------------

                      Net cash provided by operating activities.................           5,189           4,075
                                                                                    ------------    ------------

        Cash flows from investing  activities:
           Capital  expenditures  for fixed assets..............................          (3,137)         (1,801)
           Proceeds from disposals of fixed assets..............................             297              60
           Proceeds from disposal of discontinued operations....................               -             158
                                                                                    ------------    ------------

                      Net cash used for investing activities....................          (2,840)         (1,583)
                                                                                    ------------    ------------

        Cash flows from financing activities:
           Purchase of treasury shares..........................................          (6,213)           (457)
           Proceeds from issuance of common stock...............................             245             273
           Proceeds from issuance of long-term debt.............................             122               -
           Repayment of long-term debt..........................................          (2,688)         (1,199)
           Principal payments under capital lease obligation....................               -             (12)
           Net change in revolving line of credit...............................           6,344            (916)
                                                                                    ------------    ------------

                      Net cash used for financing activities....................          (2,190)         (2,311)
                                                                                    ------------    ------------

        Net increase in cash and cash equivalents...............................             159             181
        Cash and cash equivalents at beginning of period........................             415             777
                                                                                    ------------    ------------

        Cash and cash equivalents at end of period..............................    $        574    $        958
                                                                                    ============    ============

<FN>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these financial statements.
</FN>
</TABLE>


<PAGE>


                           Green Mountain Coffee, Inc.
                   Notes to Consolidated Financial Statements

1.       Basis of Presentation

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

         In the opinion of management,  all adjustments considered necessary for
         a fair  statement  of the interim  financial  data have been  included.
         Results from  operations  for the twelve and forty week  periods  ended
         July 1, 2000 are not necessarily  indicative of the results that may be
         expected for the fiscal year ending September 30, 2000.

         For further information, refer to the consolidated financial statements
         and the footnotes  included in the annual report on Form 10-K for Green
         Mountain  Coffee,  Inc.  (the  "Company")  for the  fiscal  year  ended
         September 25, 1999.

         Certain  reclassifications  of prior  year  balances  have been made to
         conform to the current presentation.

2.       Inventories

         Inventories consist of the following:
                                                    July 1,        September 25,
                                                     2000              1999
                                                 -------------     -------------

            Raw materials and supplies........   $   2,778,000     $   2,809,000
            Finished goods....................       2,990,000         2,600,000
                                                 -------------     -------------
                                                 $   5,768,000     $   5,409,000
                                                 =============     =============

3.       Earnings per share

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

<TABLE>
                                                                 Twelve weeks ended               Forty weeks ended
                                                            ----------------------------    ----------------------------
                                                            July 1, 2000    July 3, 1999    July 1, 2000    July 3, 1999
                                                            ------------    ------------    ------------    ------------

         <S>                                                <C>             <C>             <C>             <C>
         Numerator - basic and diluted earnings per
         share :
         Net income from continuing operations...........   $        802    $        515    $      2,717    $      1,414
                                                            ============    ============    ============    ============
         Denominator:
         Basic earnings per share - weighted average
         shares outstanding..............................      3,226,415       3,494,399       3,361,789       3,499,299
         Effect of dilutive securities - stock options...        284,867          58,175         172,728          33,242
                                                         ---------------    ------------    ------------    ------------
         Diluted earnings per share - weighted average
         shares outstanding..............................      3,511,282       3,552,574       3,534,517      3,532,541
                                                         ===============    ============    ============    ============

         Basic earnings per share........................   $       0.25    $       0.15    $       0.81    $       0.40
         Diluted earnings per share......................   $       0.23    $       0.14    $       0.77    $       0.40
</TABLE>


         For the twelve weeks ended July 1, 2000, all options outstanding had an
         exercise price less than the market price of the common shares and were
         therefore  included in the computation of diluted income per share. For
         the twelve weeks ended July 3, 1999 options to purchase  262,326 shares
         of  common  stock  were  outstanding  but  were  not  included  in  the
         computation of diluted  income per share because the options'  exercise
         price was greater than the market price of the common shares.

         For the forty  weeks  ended  July 1, 2000 and July 3, 1999  options  to
         purchase 2,300 and 299,519 shares of common stock,  respectively,  were
         outstanding  but were not included in the computation of diluted income
         per share  because the  options'  exercise  price was greater  than the
         market price of the common shares.

4.       Segment reporting

         Business  conducted by the Company can be  segmented  into two distinct
         areas determined by the distribution  channel.  The direct mail segment
         is comprised of all consumer-direct sales and sales to small businesses
         which are  solicited  via  catalogs  and the  Company's  online store -
         www.GreenMountainCoffee.com.  The wholesale segment is comprised of all
         sales to customers  who resell Green  Mountain  coffee either as coffee
         beans or brewed coffee by the cup, such as supermarkets,  office coffee
         distributors,  convenience stores,  restaurants,  and others. Wholesale
         sales are  generated  through the  Company's  direct  sales force and a
         limited number of distributors.

         Both segments of the Company sell similar products, although the entire
         Company  product  range is not fully  available to both  segments,  and
         direct mail customers do not have access to the same range of equipment
         service, delivery and merchandising support as wholesale customers.

         Selling and operating  costs directly  attributable  to the direct mail
         segment are charged accordingly while all remaining selling, operating,
         general  and  administrative   expenses  (including   depreciation  and
         amortization)  are  charged to the  wholesale  segment.  The  Company's
         management does not review assets by segment. The table below discloses
         segment  net sales and  pre-tax  income for the twelve and forty  weeks
         ended July 1, 2000 and July 3, 1999 (in thousands):

<TABLE>
                                                   Twelve weeks ended               Forty weeks ended
                                              ----------------------------    ----------------------------
                                              July 1, 2000    July 3, 1999    July 1, 2000    July 3, 1999
                                              ------------    ------------    ------------    ------------

                                                                       Net sales
                 <S>                          <C>             <C>             <C>             <C>
                 Reportable segments:
                 Wholesale.................   $     18,898    $     14,254    $     59,406    $     46,718
                 Direct mail...............            770             719           3,263           2,775
                                              ------------    ------------    ------------    ------------
                 Total net sales...........   $     19,668    $     14,973    $     62,669    $     49,493
                                              ============    ============    ============    ============

                                                                     Pre-tax income
                 Reportable segments:
                 Wholesale.................   $      1,311    $        899    $      4,502    $      2,675
                 Direct mail...............            133             100             375             231
                                              ------------    ------------    ------------    ------------
                 Operating income..........          1,444             999           4,877           2,906

                 Reconciling items:
                 Other income (expense)....             30              (5)             40               6
                 Interest (expense)........           (141)           (164)           (389)           (639)
                                             -------------    ------------    ------------    ------------
                 Pre-tax income............   $      1,333    $        830    $      4,528    $      2,273
                                              ============    ============    ============    ============
</TABLE>

5.       New Debt Agreement

         On April 7, 2000, the Company  consolidated its credit  facilities with
         Fleet Bank -NH  ("Fleet").  The amended debt  agreement  provides for a
         revolving  line of credit of  $15,000,000,  which  matures on March 31,
         2003 and is not subject to a  borrowing  base  formula.  The purpose of
         this new facility is to fund the  Company's  ordinary  working  capital
         requirements,  planned repurchases of shares of stock and other general
         corporate  purposes.  The  Fleet  term  debt  facility,  which  had  an
         outstanding  balance of $2,050,000 on April 7, 2000,  was  extinguished
         using new borrowings under the line of credit. The interest paid on the
         new line of credit varies with the prime,  LIBOR and Bankers Acceptance
         rates, plus a margin based on a performance price structure. On July 1,
         2000, $9,400,000 was outstanding on the new line of credit. This credit
         facility is subject to certain quarterly covenants, and the Company was
         in compliance with these covenants on July 1, 2000.

6.       Discontinued Company-Owned Retail Store Operations

         During the third fiscal quarter of 1998, the Company  announced that it
         was  discontinuing  its  company-owned   retail  store  operations  and
         estimated its loss on disposal at  $1,259,000  (net of a tax benefit of
         $834,000).  The pre-tax loss on disposal of $2,093,000  consisted of an
         estimated  loss  on  disposal  of  the  business  of  $1,692,000  and a
         provision  of $401,000  for  anticipated  losses from May 29, 1998 (the
         measurement  date)  until  disposal.  The  loss  on  disposal  included
         provisions  for  estimated  lease  termination   costs,   write-off  of
         leasehold  improvements and other fixed assets,  severance and employee
         benefits. During the second quarter of fiscal 1999, the Company revised
         its estimated pre-tax loss on disposal and reversed $300,000  ($186,000
         net of tax) of the  original  estimate,  primarily  due to larger  than
         expected  proceeds  from the  sale of  fixed  assets  and  lower  lease
         termination costs.

7.       ChefExpress.net, Inc. Promissory Note

         On March 21, 2000, ChefExpress.net, Inc. delivered a promissory note to
         the Company in the  principal  amount of $100,000 and bearing an annual
         interest  rate of 8%. The Company  has the option to convert  this loan
         into an  equity  investment  at the time of  ChefExpress.net's  initial
         private placement offering. In the third quarter of fiscal 2000, due to
         a delay in the private placement, the Company recorded a 50% reserve on
         this  promissory  note. The investment in the  ChefExpress.net  venture
         represents an opportunity for the Company to be prominently featured in
         an  e-procurement  website that targets to chefs in restaurants and the
         high-end  sector of the food service  channel.  A board member of Green
         Mountain  Coffee  is the  Chief  Executive  Officer  and  President  of
         ChefExpress.net.

8.       Dutch Auction Self-Tender Offer and Open-Market Stock Repurchases

         On April 17, 2000,  the Company  commenced a Dutch Auction  self-tender
         offer for up to 300,000 shares of the Company's Common Stock at a price
         range of $14.50 to $16 per share.  Effective May 22, 2000,  the Company
         accepted for purchase all 278,658  shares  tendered at a purchase price
         of $16 per share. The costs  associated with this  transaction  totaled
         $61,000.  During the forty weeks ended July 1, 2000,  the Company  also
         repurchased   179,586   shares  of  its  common  stock  in  open-market
         transactions at a cost of $1,694,000, or an average of $9.43 per share.

9.       Derivative instruments and hedging activities

         In June 1998, the Financial Accounting Standards Board issued Statement
         of Financial  Accounting  Standards No. 133, "Accounting for Derivative
         Instruments and Hedging  Activities"  ("SFAS 133"). This  pronouncement
         will require the Company to recognize  derivatives on its balance sheet
         at fair value. Derivatives that are not hedges must be adjusted to fair
         value through  income.  If the derivative is a hedge,  depending on the
         nature of the  hedge,  changes in the fair  value of  derivatives  will
         either be offset against the change in fair value of the hedged assets,
         liabilities or firm commitments through earnings or recognized in other
         comprehensive  income until the hedged item is  recognized in earnings.
         The ineffective  portion of a derivative's change in fair value will be
         immediately  recognized in earnings.  The Company expects that this new
         standard  will  not  have  a  significant  effect  on  its  results  of
         operations.  SFAS 137 deferred the effective date of SFAS 133 to fiscal
         years beginning after June 15, 2000,  which is fiscal year 2001 for the
         Company.


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


         OVERVIEW

         For the forty weeks ended July 1, 2000,  Green  Mountain  Coffee,  Inc.
         (the "Company" or "Green Mountain") derived  approximately 94.8% of its
         net sales from its  wholesale  operation.  Green  Mountain's  wholesale
         operation sells coffee to retailers and food service concerns including
         supermarkets,  restaurants,  convenience stores, specialty food stores,
         hotels,  universities and business  offices.  The Company's direct mail
         operation accounted for approximately 5.2% of net sales during the same
         period.

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

         The Company's  fiscal year ends on the last Saturday in September.  The
         Company's  fiscal year normally  consists of 13 four-week  periods with
         the first, second and third "quarters" ending 16 weeks, 28 weeks and 40
         weeks, respectively,  after the commencement of the fiscal year. Fiscal
         2000, which began on September 26, 1999 and ends on September 30, 2000,
         will consist of 53 weeks with the  thirteenth  fiscal  period  having 5
         weeks.


         COFFEE PRICES, AVAILABILITY AND GENERAL RISK FACTORS

         Green  coffee  commodity  prices  are  subject  to  substantial   price
         fluctuations,  generally caused by multiple factors including  weather,
         political and economic conditions in certain coffee-producing countries
         and other  supply-related  concerns.  The Company believes that the "C"
         price of coffee (the price per pound  quoted by the  Coffee,  Sugar and
         Cocoa  Exchange) will remain highly volatile in Fiscal 2000 and beyond.
         In  addition to the "C" price,  coffee of the  quality  sought by Green
         Mountain  also tends to trade on a  negotiated  basis at a  substantial
         premium or "differential"  above the "C" price. These differentials are
         also subject to  significant  variations.  In the past, the Company has
         generally  been able to pass  increases  in green  coffee  costs to its
         customers.  However, there can be no assurance that the Company will be
         successful in passing such  fluctuations  on to the  customers  without
         losses in sales volume or gross margin in the future. Similarly,  rapid
         sharp  decreases  in the cost of green  coffee  could  also  force  the
         Company to lower sales prices before  realizing cost  reductions in its
         green coffee inventory. Because Green Mountain roasts over 25 different
         types of green  coffee  beans to produce its more than 60  varieties of
         coffee, if one type of green coffee bean were to become  unavailable or
         prohibitively  expensive,  management  believes  Green  Mountain  could
         substitute another type of coffee of equal or better quality, meeting a
         similar taste profile, in a blend or temporarily remove that particular
         coffee from its product line.  However,  frequent  substitutions  could
         lead to cost increases and fluctuations in gross margins.  Furthermore,
         a worldwide  supply  shortage of the  high-quality  arabica coffees the
         Company  purchases  could have an adverse  impact on the  Company.  The
         Company enters into fixed coffee purchase  commitments in an attempt to
         secure an adequate  supply of quality  coffees.  To further  reduce its
         exposure to rising coffee costs, the Company, from time to time, enters
         into    futures     contracts     and    buys    options    to    hedge
         price-to-be-established coffee purchase commitments.

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

         Certain  statements  contained  herein are not based on historical fact
         and  are  "forward-looking   statements"  within  the  meaning  of  the
         applicable securities laws and regulations.  In addition, the Company's
         representatives  may  from  time  to  time  make  oral  forward-looking
         statements.  Forward-looking statements provide current expectations of
         future events based on certain  assumptions  and include any statements
         that do not directly  relate to any  historical or current fact.  Words
         such as "anticipates",  "believes", "expects", "estimates",  "intends",
         "plans", "projects",  "may", and similar expressions, may identify such
         forward-looking  statements.  Owing to the  uncertainties  inherent  in
         forward-looking statements, actual results could differ materially from
         those set forth in forward-looking statements. Factors that could cause
         actual results to differ  materially from those in the  forward-looking
         statements include,  but are not limited to, business conditions in the
         coffee   industry  and  food  industry  in  general,   fluctuations  in
         availability  and cost of green  coffee,  the  impact  of the loss of a
         major customer,  economic  conditions,  prevailing  interest rates, the
         management  challenges of rapid growth,  variances  from budgeted sales
         mix and growth rate, consumer acceptance of the Company's new products,
         the impact of a tighter  job  market,  weather  and  special or unusual
         events, as well as other risk factors described in the Company's Annual
         Report on Form 10-K for the fiscal  year ended  September  25, 1999 and
         other factors described from time to time in the Company's filings with
         the  Securities  and Exchange  Commission.  Forward-looking  statements
         reflect  management's  analysis  as of the date of this  document.  The
         Company  does not  undertake  to revise  these  statements  to  reflect
         subsequent developments.


<PAGE>


         RESULTS OF OPERATIONS

<TABLE>
                                                          Twelve weeks ended              Forty weeks ended
                                                     ----------------------------    ----------------------------
                                                     July 1, 2000    July 3, 1999    July 1, 2000    July 3, 1999
                                                     ------------    ------------    ------------    ------------

        <S>                                          <C>             <C>             <C>             <C>
        Net sales................................         100.0 %         100.0 %         100.0 %         100.0 %
        Cost of sales............................          60.6 %          58.9 %          60.0 %          61.1 %
                                                     ------------    ------------    ------------    ------------

             Gross profit........................          39.4 %          41.1 %          40.0 %          38.9 %


        Selling and operating expenses...........          25.0 %          26.1 %          24.9 %          25.4 %
        General and administrative expenses......           7.1 %           7.8 %           7.1 %           7.4 %
        Loss on abandonment of fixed assets......               -           0.5 %           0.2 %           0.2 %
                                                     ------------    ------------    ------------    ------------
             Operating income....................           7.3 %           6.7 %           7.8 %           5.9 %

        Other income (expense)...................           0.2 %          (0.0)%           0.0 %           0.0 %
        Interest (expense).......................          (0.7)%          (1.2)%          (0.6)%          (1.3)%
                                                     ------------    ------------    ------------    ------------

             Income from continuing operations
             before taxes........................           6.8 %           5.5 %           7.2 %           4.6 %

        Income tax expense.......................          (2.7)%          (2.1)%          (2.9)%          (1.7)%
                                                     ------------    ------------    ------------    ------------

             Income from continuing operations...           4.1 %           3.4 %           4.3 %           2.9 %
                                                     ------------    ------------    ------------    ------------

        Income from discontinued operations, net
        of tax expense...........................             -               -               -             0.3 %
                                                     ------------    ------------    ------------    ------------
             Net income..........................           4.1 %           3.4 %           4.3 %           3.2 %
                                                     ============    ============    ============    ============
</TABLE>


         TWELVE WEEKS ENDED JULY 1, 2000 VERSUS TWELVE WEEKS ENDED JULY 3, 1999

         Net sales increased by $4,695,000,  or 31.4%,  from $14,973,000 for the
         twelve weeks ended July 3, 1999 (the "1999 period") to $19,668,000  for
         the twelve weeks ended July 1, 2000 (the "2000 period").  Coffee pounds
         sold  increased  by  approximately   431,000  pounds,  or  20.5%,  from
         approximately  2,101,000  pounds in the 1999  period  to  approximately
         2,532,000  pounds  in the  2000  period.  Sales  of of  the  single-cup
         Keurig-BrewedTM  line of coffees  accounted for 214,000 pounds or 49.7%
         of the  pounds growth.  The difference  between the percentage increase
         in net  sales and  the percentage increase  in  coffee  pounds  sold is
         primarily due to the increased sales of Keurig(R) K-cupsTM, whose sales
         price  per  coffee  pound is  greater  than the  Company's  traditional
         product line.

         The increase in net sales is primarily  attributable  to the  wholesale
         segment in which net sales  increased  by  $4,644,000,  or 32.6%,  from
         $14,254,000 for the 1999 period to $18,898,000 for the 2000 period. The
         wholesale net sales increase resulted  primarily from the growth in the
         office  coffee  service  and,  to a lesser  extent,  convenience  store
         channels.

         Gross profit increased by $1,607,000, or 26.1%, from $6,152,000 for the
         1999 period to $7,759,000  for the 2000 period.  As a percentage of net
         sales,  gross profit decreased 1.7 percentage points from 41.1% for the
         1999 period to 39.4% for the 2000 period.  The decrease in gross profit
         as a percentage of sales was due  primarily to the  increased  sales of
         Keurig  coffees  which carry a lower  percentage  gross margin but also
         lower operating expenses.

         Selling and operating  expenses  increased by $998,000,  or 25.5%, from
         $3,914,000  for the 1999  period  to  $4,912,000  for the 2000  period.
         Selling and operating  expenses  decreased 1.1  percentage  points as a
         percentage  of sales  from  26.1% for the 1999  period to 25.0% for the
         2000 period.  The dollar increase in selling and operating  expense was
         primarily due to increased sales and sales support personnel  expenses,
         as well as increased marketing expenses.

         General and administrative  expenses  increased by $239,000,  or 20.5%,
         from  $1,164,000 for the 1999 period to $1,403,000 for the 2000 period,
         but decreased 0.7 percentage  points as a percentage of sales from 7.8%
         for the 1999 period to 7.1% for the 2000 period.

         During  the  1999  period,  the  Company  recorded  a  $75,000  loss on
         abandonment of loaner  equipment.  Throughout  fiscal 1999, the Company
         reviewed  its  inventory  of  brewing  and other  equipment  on loan to
         wholesale  customers.  In the course of this review, a small portion of
         old  equipment  was  identified  which  would never be  retrieved  from
         customer sites and was in effect given away to customers.

         As a result of the foregoing,  operating  income increased by $445,000,
         or 44.5%,  from $999,000 for the 1999 period to $1,444,000 for the 2000
         period.

         Interest expense decreased by $23,000,  or 14.0%, from $164,000 for the
         1999 period to $141,000 for the 2000 period.  Due to recent  successive
         increases in interest rates and  repurchases  of outstanding  shares of
         the  Company's  common stock  (through the Dutch Auction and other open
         market  transactions  - see  "Liquidity  and Other  Resources"  below),
         interest expense is not expected to continue  decreasing year over year
         in the last quarter of fiscal 2000.

         Income tax expense increased $216,000,  or 68.6%, from $315,000 for the
         1999 period to $531,000  for the 2000 period.  Net income  increased by
         $287,000,  or 55.7%,  from  $515,000 for the 1999 period to $802,000 in
         the 2000 period.


         FORTY WEEKS ENDED JULY 1, 2000 VERSUS FORTY WEEKS ENDED JULY 3, 1999

         Net sales increased by $13,176,000,  or 26.6%, from $49,493,000 for the
         forty weeks ended July 3, 1999 (the "1999 YTD  period") to  $62,669,000
         for the forty weeks ended July 1, 2000 (the "2000 YTD period").  Coffee
         pounds sold increased by approximately 1,252,000 pounds, or 18.1%, from
         approximately  6,904,000 pounds in the 1999 YTD period to approximately
         8,156,000  pounds in the 2000 YTD  period.  Sales of of the  single-cup
         Keurig-BrewedTM  line of coffees accounted for  579,000 pounds or 46.2%
         of the pounds growth.  The difference  between the percentage  increase
         in net sales and the percentage increase in coffee pounds sold  relates
         primarily to changes in Green  Mountain's  product sales mix. Sales are
         increasing  fastest with products whose sales price per coffee pound is
         greater than the Company's traditional product line, such as single-cup
         Keurig-Brewed  TM line of coffees and  non-coffee  products such as the
         Company's new Monte Verde TM powdered hot cappuccino and frozen granita
         products.

         The increase in net sales is attributable  to the wholesale  segment in
         which net sales increased by $12,688,000,  or 27.2%,  from  $46,718,000
         for the 1999 YTD period to  $59,406,000  for the 2000 YTD  period.  The
         wholesale net sales increase resulted  primarily from the growth in the
         office  coffee  service  and,  to a lesser  extent,  convenience  store
         channels.

         Gross profit  increased by $5,834,000,  or 30.3%,  from $19,240,000 for
         the 1999 YTD  period  to  $25,074,000  for the  2000 YTD  period.  As a
         percentage  of net  sales,  gross  profit  from  continuing  operations
         increased 1.1  percentage  points from 38.9% for the 1999 YTD period to
         40.0%  for the 2000 YTD  period.  The  increase  in gross  profit  as a
         percentage  of sales was due  primarily  to lower  distribution  costs,
         lower green coffee costs, offset in part by increased sales of products
         with lower gross margin percentages such as the Keurig line of coffees.

         Selling and operating expenses increased by $3,035,000,  or 24.1%, from
         $12,568,000  for the 1999 YTD  period to  $15,603,000  for the 2000 YTD
         period,  but decreased by 0.5 percentage point as a percentage of sales
         from 25.4% in the 1999 YTD period to 24.9% in the 2000 YTD period.  The
         dollar  increase in selling and operating  expense was primarily due to
         increased sales personnel expenses,  as well as increased marketing and
         promotional expenses.

         General and administrative  expenses  increased by $793,000,  or 21.6%,
         from  $3,666,000 for the 1999 YTD period to $4,459,000 for the 2000 YTD
         period,  but decreased 0.3  percentage  points as a percentage of sales
         from 7.4% for the 1999 YTD period to 7.1% for the 2000 YTD period.

         During  the  2000  YTD  period,  following  a  thorough  review  of its
         production  fixed  assets,  the  Company  recorded a  $135,000  loss on
         abandonment  of production  equipment and software.  A large portion of
         the equipment and software  writen-off was the coffee  roaster  control
         system,  which,  following a series of upgrades and modifications,  had
         been substantially  replaced over time. During the 1999 YTD period, the
         Company  recorded a $100,000 loss on  abandonment  of loaner  equipment
         (see above).

         After the losses on  abandonment  of fixed assets  referenced to above,
         operating  income increased by $1,971,000,  or 67.8%,  from $2,906 ,000
         for the 1999 YTD period to $4,877,000 for the 2000 YTD period.

         Interest expense decreased by $250,000, or 39.1%, from $639,000 for the
         1999 YTD period to $389,000  for the 2000 YTD period.  The  decrease is
         due to the drop in  long-term  debt made  possible by strong  operating
         cash flows.

         Income tax expense increased $952,000, or 110.8%, from $859,000 for the
         1999 YTD period to $1,811,000 for the 2000 YTD period.

         Income from continuing  operations  increased by $1,303,000,  or 92.1%,
         from  $1,414,000  for the 1999 YTD period to $2,717,000 in the 2000 YTD
         period.

         During the third quarter of fiscal 1998, the Company recorded a loss of
         $1,259,000  (net of a tax  benefit  of  $834,000)  on  disposal  of its
         company-owned  retail  stores  operation.  During the 1999 YTD  period,
         after having sold or closed all of its stores,  the Company revised its
         estimated pre-tax loss on disposal and reversed $300,000  ($186,000 net
         of tax) of the original estimate, primarily due to larger than expected
         proceeds  from the sale of fixed  assets  and lower  lease  termination
         costs.

         Net income increased $1,117,000,  or 69.8%, from $1,600,000 in the 1999
         YTD period to $2,717,000 in the 2000 YTD period.


         LIQUIDITY AND CAPITAL RESOURCES

         Working capital increased $1,036,000 to $7,088,000 at July 1, 2000 from
         $6,052,000  at September  25, 1999.  This  increase is primarily due to
         higher  accounts  receivable  and a decrease in the current  portion of
         long-term debt, and was partially offset by higher accrued expenses.

         During the 2000 YTD period,  Green Mountain had capital expenditures of
         $3,137,000,  including  $1,477,000  for  equipment on loan to wholesale
         customers,  $623,000 for  production  and  distribution  equipment  and
         $634,000  for  computer  equipment  and  software.  During the 1999 YTD
         period,   Green  Mountain  had  capital   expenditures  of  $1,801,000,
         including  $1,196,000  for  equipment on loan to  wholesale  customers,
         $291,000 for computer equipment and $219,000 for production  equipment.
         Cash used to fund the capital  expenditures  in the 2000 YTD period was
         obtained from net cash provided by operating activities.

         The Company currently plans to make capital expenditures in fiscal 2000
         of approximately  $4,000,000.  Management  continuously reviews capital
         expenditure  needs and actual  amounts  expended  may differ from these
         estimates.

         On April 7, 2000,  the Company  amended its credit  facility with Fleet
         Bank -NH ("Fleet").  The amendment  provides for an expanded  revolving
         line of credit of  $15,000,000,  which matures on March 31, 2003 and is
         not  subject  to a  borrowing  base  formula.  The  purpose of this new
         facility   is  to  fund  the   Company's   ordinary   working   capital
         requirements,  planned repurchases of shares of stock and other general
         corporate purposes. The interest paid on the line of credit varies with
         the prime, LIBOR and Bankers Acceptance rates, plus a margin based on a
         performance price structure. On July 1, 2000, a total of $9,400,000 was
         outstanding under the new line of credit. The new Fleet credit facility
         is subject to  certain  quarterly  covenants,  and the  Company  was in
         compliance  with these  covenants at July 1, 2000.  The Fleet term debt
         facility,  which had an  outstanding  balance of $2,050,000 on April 7,
         2000, was extinguished using new borrowings under the line of credit.

         In the 2000 YTD period,  the Company also used  $1,694,000  of its cash
         flow  from  operations  to  repurchase  approximately  180,000  of  its
         outstanding  shares in the open market.  In addition,  on May 22, 2000,
         the Company  concluded a Dutch Auction  self-tender  offer and accepted
         for purchase all 278,658 shares tendered at a purchase price of $16 per
         share.   The  total  cost  of  this   self-tender   offer  amounted  to
         approximately  $4,519,000.  As Management  believes the market is still
         undervaluing the Company's stock,  Green Mountain intends to repurchase
         additional shares in fiscal 2000.

         Management believes that cash flow from operating activities,  existing
         cash  and  the  currently   available   credit  facility  will  provide
         sufficient  liquidity to pay all  liabilities  in the normal  course of
         business,  fund  capital  expenditures  and service  debt  requirements
         through the remainder of calendar 2000.


         DEFERRED INCOME TAXES

         The  Company had net  deferred  tax assets of $538,000 at July 1, 2000.
         These  assets  are  reported  net of a  deferred  tax  asset  valuation
         allowance at that date of $2,355,000  (including  $2,306,000  primarily
         related to a Vermont  investment  tax credit).  Presently,  the Company
         believes that the deferred tax assets,  net of deferred tax liabilities
         and the valuation allowance,  are realizable and represent management's
         best estimate,  based on the weight of available evidence as prescribed
         in SFAS 109,  of the amount of  deferred  tax assets  which most likely
         will be realized.  However,  management  will  continue to evaluate the
         amount of the valuation  allowance based on near-term operating results
         and longer-term projections.


         YEAR 2000

         In  anticipation  of the January 1, 2000 date  change,  Green  Mountain
         developed  and  implemented  a Year 2000 plan to address  possible Year
         2000 disruptions.  The Company had assessed its Year 2000 readiness and
         identified  its Year  2000  risk in three  broad  categories:  internal
         business   software;   manufacturing,   facilities  and  embedded  chip
         technology;  and external  noncompliance  by customers  and  suppliers.
         During the  December  31,  1999 to January 1, 2000 date  change,  Green
         Mountain   monitored  its  operations  and  computer  systems  and  has
         experienced  no apparent  problems to date.  Since January 1, 2000, the
         Company  has also  noted no  significant  Year 2000  problems  with its
         customers and suppliers.

         The total cost  associated with required  modifications  to become Year
         2000  compliant  did not have a  material  effect  on Green  Mountain's
         results  of  operations  or  financial  condition.  The  Company  spent
         approximately  $100,000 on a telephone  switching and voice mail system
         replacement  project  that was  accelerated  because  of the Year  2000
         project and approximately $250,000 on a co-generation project which was
         partly motivated by Year 2000 concerns related to possible power supply
         problems.

         Although Green Mountain  believes that its Year 2000 plan  successfully
         eliminated  potential  problems  associated  with  the Year  2000  date
         change,  it cannot  guarantee  that the plans,  work and funds expended
         corrected all Year 2000 errors or that the information systems will not
         generate Year 2000 errors in the future,  particularly  when  operating
         with third party  computer  systems or data.  In addition,  the Company
         cannot reliably  predict the effect future third party  disruptions may
         have on Green Mountain, its operations or financial condition.


         FACTORS AFFECTING QUARTERLY PERFORMANCE

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


      Item 3.     Quantitative and Qualitative Disclosures About Market Risk

         There  have  been  no  material  changes  in  information  relating  to
         commodity price risks since the Company's  disclosure  included in Item
         7A of Form 10-K as filed with the Securities and Exchange Commission on
         December 22, 1999.

         During the first quarter of fiscal 2000, the Company  received  $34,000
         from Fleet National Bank for the  termination of its interest rate swap
         agreement with a $6,000,000  notional  amount.  This payment was netted
         against  interest  expense  for the first  fiscal  quarter.  Due to the
         termination  of this  agreement,  at  July 1,  2000,  the  Company  had
         $9,485,000 of debt subject to variable  interest  rates. A hypothetical
         100 basis points  increase in the LIBOR rate,  Bankers  Acceptance rate
         and prime rate would result in additional  interest  expense of $95,000
         on an annualized basis.


<PAGE>


                           Part II. Other Information


Item 6.  Exhibits and Reports on Form 8-K

          (a) Exhibits:

         3.1          Certificate of Incorporation(1)

         3.2          Bylaws(1)

         27           Financial Data Schedule.

          (b) No  reports on Form 8-K were filed  during the twelve weeks  ended
              July 1, 2000.

----------
(1) Incorporated  by reference  to  the  corresponding  exhibit  number  in  the
Registration  Statement on Form SB-2  (Registration  No. 33-66646) filed on July
28, 1993, and declared effective on September 21, 1993.


<PAGE>


                                   SIGNATURES

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



                                GREEN MOUNTAIN COFFEE, INC.

Date:   8/14/2000               By:   /s/ Robert P. Stiller
        ---------               ------------------------------------------------
                                Robert P. Stiller,
                                President and Chief Executive Officer

Date:   8/14/2000               By:   /s/ Robert D. Britt
        ---------               ------------------------------------------------
                                Robert D. Britt,
                                Chief Financial Officer, Treasurer and Secretary


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