Panera Bread 2008 Annual Report Download

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Panera Bread Company
2008 Annual Report to Stockholders

Table of contents

  • Page 1
    Panera Bread Company 2008 Annual Report to Stockholders

  • Page 2
    ...with a stronger competitive position? We must start by understanding our relative strength in this environment. We have strong and growing cash flow and are anchored by a debt free balance sheet. Our comparable bakery-cafe sales continue to be among the best in the industry. So the real question now...

  • Page 3
    ...15% to 22% growth for 2009. And how are we going to do that? To increase gross profit growth and further improve margins, we plan to test add-on initiatives like You Pick FourTM, breakfast bakery bundles, bulk baked goods and bread as a gift. We also intend to use our strength at purchasing to limit...

  • Page 4
    ... our Board, our Support Center teams, our operators and our franchisees, really has been key to our success. Know that we will do all in our power to fulfill the potential of the Panera brand and deliver for you in 2009 and beyond. All my best, Ronald M. Shaich Chairman and Chief Executive Officer

  • Page 5
    ... inability to execute our growth strategy, including, among other things, variations in the number, timing, and successful nature of Company-owned and franchise-operated bakery-cafe openings and continued successful operation of bakery-cafes; failure to comply with government regulations; changes in...

  • Page 6
    ... file number 0-19253 Panera Bread Company (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 04-2723701 (I.R.S. Employer Identification No.) 6710 Clayton Rd., Richmond Heights, MO (Address of Principal Executive Offices...

  • Page 7
    ... STATEMENTS AND SUPPLEMENTARY DATA ...ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ...ITEM 9A. CONTROLS AND PROCEDURES ...ITEM 9B. OTHER INFORMATION ...ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. PART III DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE...

  • Page 8
    ... provided through a managed WiFi network. At the close of each day, Panera bakery-cafes donate bread and baked goods to community organizations in need. On February 1, 2007, we purchased 51 percent of the outstanding capital stock of Paradise, which at that time operated 22 company-owned bakery...

  • Page 9
    ... and life style centers, free standing street locations, downtown business districts, and office buildings, and currently operate in 10 states that are principally in different markets than Panera bakery-cafes. During fiscal 2008, Paradise opened 11 new bakery-cafes system-wide (five company-owned...

  • Page 10
    ... structure also based on bakery-cafe cash flow. This compensation structure is referred to as the Joint Venture Program. Paradise's concept focuses on broad and diverse products and services that appeal to retail consumers who visit shopping malls, downtown and village office and shopping districts...

  • Page 11
    ... focus groups, to determine customer food and drink preferences and price points. Panera attempts to increase its per location sales through menu development, product merchandising, and promotions at everyday prices and by sponsorship of local community charitable events. Panera franchise-operated...

  • Page 12
    ... consolidated financial statements for further information with respect to Panera's accounting for leases. Sites for Paradise's bakery-cafes include regional malls, free standing street locations, downtown business districts, and office buildings. The average Paradise Company-owned bakery-cafe size...

  • Page 13
    ...daily basis. Panera uses this retail data to generate daily and weekly consolidated reports regarding sales and other key metrics, as well as detailed profit and loss statements for each Panera Company-owned bakery-cafe. Additionally, Panera monitors the average check, transaction count, product mix...

  • Page 14
    ...associates and considers its employee relations to be good. Panera places a priority on staffing its bakery-cafes, fresh dough facilities, and support center operations with skilled associates and invests in training programs to ensure the quality of its operations. As of December 30, 2008, Paradise...

  • Page 15
    ...relating to existing fresh dough facilities or bakery-cafes. In addition, we are subject to the Fair Labor Standards Act and various state laws governing such matters as minimum wages, overtime, and other working conditions. We are also subject to federal and state laws regulating the offer and sale...

  • Page 16
    ... to credit and sharply falling home prices. Because a key point in our business strategy is limiting decreases in our transaction count and maintaining margin growth, any significant decreases in customer traffic or average profit per transaction will negatively impact our financial performance as...

  • Page 17
    ... our business and our competitive position. Our primary trademarks, Panera», Panera Bread», Saint Louis Bread Co.», Paradise Bakery & Café», Via Panera», and Mother Bread design, along with other trademarks, copyrights, service marks, trade secrets, confidential and proprietary information and...

  • Page 18
    ... retail businesses for quality site locations and hourly employees. If we are unable to successfully compete in our markets, we may be unable to sustain or increase our revenues and profitability. Additionally, competition could cause us to modify or evolve our products, designs or strategies. If...

  • Page 19
    ... average store sales, as our existing bakery-cafes. Bakery-cafes opened in new markets may not perform as expected or may take longer to reach planned operating levels, if at all. Operating results or overall bakery-cafe performance could vary as a result of higher construction, occupancy or general...

  • Page 20
    ... under state and local laws, including business, health, fire and safety codes. Various federal and state labor laws govern our operations and our relationship with our associates, including minimum wage, overtime, accommodation and working conditions, benefits, citizenship requirements, insurance...

  • Page 21
    ... or projections because of a number of factors, including the following: • lower customer traffic or average value per transaction due to: • changes in average weekly sales and comparable bakery-cafe sales, including as a result of the introduction of new menu items; • changes in demographics...

  • Page 22
    ... operating costs; • labor availability and increased labor costs, including wages of management and associates, compensation insurance and health care; and • changes in business strategy including concept evolution and new designs. • profitability of new bakery-cafes, especially in new markets...

  • Page 23
    ...business will continue to grow and that we will achieve certain levels of financial performance. Should we fail to meet market expectations going forward, particularly with respect to comparable bakery-cafe sales, net revenues, operating margins, and earnings per share, the market price of our stock...

  • Page 24
    ... to our Company-owned leased fresh dough facilities as of December 30, 2008 is set forth below: Facility Square Footage Atlanta, GA ...Beltsville, MD ...Chicago, IL ...Cincinnati, OH ...Dallas, TX ...Denver, CO ...Detroit, MI...Fairfield, NJ ...Franklin, MA(1) ...Greensboro, NC ...Kansas City, KS...

  • Page 25
    As of December 30, 2008, we operated 1,325 bakery-cafes in the following locations: State CompanyOwned Bakery-Cafes FranchiseOperated Bakery-Cafes Total Bakery-Cafes Alabama ...Arizona ...Arkansas ...California ...Colorado ...Connecticut ...Delaware ...Florida ...Georgia ...Illinois ...Indiana ......

  • Page 26
    ...current or former executive officers by the Western Washington Laborers-Employers Pension Trust and by Sue Trachet, respectively, on behalf of investors who purchased our common stock during the period between November 1, 2005 and July 26, 2006. Both lawsuits were filed in the United States District...

  • Page 27
    ... pay cash dividends in 2009 as we currently intend to re-invest earnings in continued growth of our operations. Share Repurchase Program On November 27, 2007, in connection with a share repurchase program approved by our Board of Directors on November 20, 2007, we entered into a written trading plan...

  • Page 28
    During the fourth quarter of fiscal 2008, we repurchased Class A common stock as follows: Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the ...

  • Page 29
    ... financial statements and notes thereto. December 30, 2008 For the Fiscal Year Ended(1) December 25, December 26, December 27, 2007 2006 2005 December 25, 2004 Revenues: Bakery-cafe sales ...Franchise royalties and fees...Fresh dough sales to franchisees ...Total revenue ...Costs and expenses...

  • Page 30
    ... We use franchise-operated sales information internally in connection with store development decisions, planning, and budgeting analyses. We believe franchise-operated sales information is useful in assessing consumer acceptance of our brand, facilitates an understanding of financial performance and...

  • Page 31
    ... within the industry. We also include in this report information on Company-owned, franchise-operated and system-wide average weekly sales. Average weekly sales is calculated by dividing total net sales by operating weeks. Accordingly, yearover-year results reflect sales for all locations, whereas...

  • Page 32
    ... product line. In fiscal 2006, we earned $1.84 per diluted share with the following system-wide performance on key metrics: comparable bakery-cafe sales growth of 4.1 percent (3.9 percent for Company-owned bakery-cafes and 4.1 percent for franchise-operated bakery-cafes); system-wide average weekly...

  • Page 33
    ... the Fiscal Year Ended December 30, December 25, December 26, 2008 2007 2006 Cost of food and paper products ...Labor...Occupancy ...Other operating expenses ...Total bakery-cafe expenses ...Fresh dough cost of sales to franchisees(2) ...Depreciation and amortization ...General and administrative...

  • Page 34
    ...cafe data relating to Company-owned and franchise-operated bakery-cafes for the periods indicated: For the Fiscal Year Ended December 30, December 25, December 26, 2008 2007 2006 Number of bakery-cafes: Company-owned: Beginning of period ...Bakery-cafes opened ...Bakery-cafes closed ...Bakery-cafes...

  • Page 35
    ... 5.1 percent in average sales price increases and by approximately 0.7 percent from net increases in transaction/mix in comparison to the same period in the prior year. Bakery-cafe sales were also positively impacted by revenues from the 22 Paradise company-owned bakery-cafes acquired on...

  • Page 36
    ... average weekly sales for new bakery-cafe openings, partially offset by a decrease in transactions. The average weekly sales per Company-owned bakery-cafe and the related number of operating weeks for the periods indicated are as follows: For the Fiscal Year Ended December 30, December 25, 2008...

  • Page 37
    ... of the extra week of sales in fiscal 2008. Costs and Expenses The cost of food and paper products includes the costs associated with the fresh dough operations that sell fresh dough products to Company-owned bakery-cafes, as well as the cost of food and paper products supplied by thirdparty vendors...

  • Page 38
    ... on the changes in fair value of its investment in the Columbia Portfolio and related redemptions received; a $0.5 million gain from the sale of a bakery-cafe to a franchisee in fiscal 2007; and lower interest income in fiscal 2008 resulting from lower interest rates on cash and investments on-hand...

  • Page 39
    ... concentration of Company-owned bakery-cafe openings in immature markets; and due to lower year-over-year sales price increases in our Company-owned bakery-cafes in 2007 as compared to 2006. The average weekly sales per Company-owned bakery-cafe and the related number of operating weeks for the...

  • Page 40
    ... dough sales resulting from a shift in bakery-cafe menu mix away from the bread and bagels we self-manufacture in our fresh dough facilities. Costs and Expenses The cost of food and paper products includes the costs associated with the fresh dough operations that sell fresh dough products to Company...

  • Page 41
    ...for certain acquired franchise-operated bakery-cafes that operated at a royalty rate lower that the current market royalty rates; and a charge of approximately $1.0 million in the fourth quarter of 2007 relating to an unrealized loss on our investment in the Columbia Strategic Cash Portfolio, or the...

  • Page 42
    ... Funds provided by operating activities in fiscal 2008 primarily resulted from net income, adjusted for non-cash items such as depreciation and amortization, stock-based compensation expense, deferred taxes, and the tax benefit from exercise of stock options, a decrease in trade and other accounts...

  • Page 43
    ... requests from investors and the Columbia Portfolio was closed with a restriction placed upon the cash redemption ability of its holders in the fourth quarter of 2007. We assessed the fair value of the underlying collateral for the Columbia Portfolio through review of current investment ratings...

  • Page 44
    ... loss on the Columbia Portfolio units of $1.0 million in fiscal 2007 related to the fair value measurements and redemptions received and included the net loss in net cash provided by operating activities. During fiscal 2008, we had no investments in United States treasury notes and government...

  • Page 45
    ... will be used for general corporate purposes, including working capital, capital expenditures, and permitted acquisitions and share repurchases. See Note 11 to the consolidated financial statements for further information with respect to the credit facility. Critical Accounting Policies & Estimates...

  • Page 46
    ...further information regarding the impact of estimates of future cash flows. The calculation of fair value could increase or decrease depending on changes in the inputs and assumptions used, such as changes in the financial performance of the reporting units, future growth rate, and discount rate. In...

  • Page 47
    ...consolidated financial statements for all stock-based compensation awards using a fair value method. We maintain several stock-based incentive plans under which we may grant incentive stock options and non-statutory stock options for a fixed number of shares to certain directors, officers, employees...

  • Page 48
    ... our bakery-cafes, fresh dough facilities, and administrative offices are generally for ten years with renewal options at most locations and generally require us to pay a proportionate share of real estate taxes, insurance, common area, and other operating costs. Many bakery-cafe leases provide for...

  • Page 49
    ... and service agreements where we are committed as of December 30, 2008 to purchase a fixed quantity over a contracted time period. (3) See Note 14 to the consolidated financial statements for further information with respect to our uncertain tax positions. Off-Balance Sheet Arrangement - We account...

  • Page 50
    ... in other accounts receivable in our Consolidated Balance Sheets representing the total cost of the three bakery-cafes' development. We expect settlement of this receivable to be substantially funded by the use of the Credit Agreement previously described and cash payments in fiscal 2009. Under the...

  • Page 51
    ...SFAS No. 161 applies only to financial statement disclosures, it will not have a material impact on our consolidated financial position, results of operations, and cash flows. In April 2008, the FASB issued Staff Position, or FSP, SFAS No. 142-3, Determination of the Useful Life of Intangible Assets...

  • Page 52
    ...quarter of fiscal 2008, we expanded our operations into Canadian markets by opening two franchise-operated bakery-cafes. Our operating expenses and cash flows are subject to fluctuations due to changes in the exchange rate of the Canadian Dollar, in which our operating obligations in Canada are paid...

  • Page 53
    ... to this item: Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Cash Flows ...Consolidated Statements of Stockholders' Equity ...Notes to the Consolidated Financial Statements ...Schedule II...

  • Page 54
    ... ACCOUNTING FIRM To Board of Directors and Stockholders of Panera Bread Company: In our opinion, the consolidated balance sheets and the related consolidated statements of income, of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Panera...

  • Page 55
    ... COMPANY CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share information) December 30, 2008 December 25, 2007 ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Trade accounts receivable, net . Other accounts receivable ...Inventories ...Prepaid expenses...

  • Page 56
    ... CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information) For the Fiscal Year Ended December 30, December 25, December 26, 2008 2007 2006 Revenues: Bakery-cafe sales ...Franchise royalties and fees ...Fresh dough sales to franchisees ...Total revenue ...Costs and expenses...

  • Page 57
    ...(used in) provided by financing activities ...Net increase in cash and cash equivalents ...Cash and cash equivalents at beginning of period ...Cash and cash equivalents at end of period ...Supplemental cash flow information: Cash paid during the year for: Interest ...Income taxes...Noncash investing...

  • Page 58
    PANERA BREAD COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands) Class A Class B Common Stock Common Stock Shares Amount Shares Amount Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Balance, December 27, 2005 . . Net income...

  • Page 59
    ... 30, 2008 comprising 14 weeks. The fiscal years ended December 25, 2007 and December 26, 2006 each had 52 weeks. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates...

  • Page 60
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Short-term Investments The Company's investments consist of trading securities that are stated at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings as other (income)...

  • Page 61
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Goodwill Goodwill consists of the excess of the purchase price over the fair value of net assets acquired. Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, requires ...

  • Page 62
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) undiscounted cash flows from the related long-lived assets of a bakery-cafe or fresh dough facility with their respective carrying values. If impairment exists, the amount of impairment is determined by comparing ...

  • Page 63
    ..., Accounting for Costs and Initial Rental Operations of Real Estate Projects. The Company capitalizes direct and indirect costs clearly associated with the acquisition, development, design, and construction of new bakery-cafe locations and fresh dough facilities as these costs have a future benefit...

  • Page 64
    ...The total amounts recorded as advertising expense were $12.5 million, $11.6 million, and $11.3 million for the fiscal years ended December 30, 2008, December 25, 2007, and December 26, 2006, respectively. Pre-Opening Costs All pre-opening costs directly associated with the opening of new bakery-cafe...

  • Page 65
    ... included in other (income) expense, net in the Consolidated Statements of Operations. Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include short-term investments in trading securities, accounts receivable, accounts payable, and other accrued...

  • Page 66
    ... interests in franchise entities. The franchise agreements are designed to provide the franchisee with key decision-making ability to enable it to oversee its operations and to have a significant impact on the success of the franchise, while the Company's decision-making rights are related to...

  • Page 67
    ... instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Additionally, because SFAS No. 161 applies only to financial statement disclosures, it...

  • Page 68
    ... of franchise agreements for certain bakery-cafes that operated at a royalty rate lower than the Company's current market royalty rates. The charge is reported as other (income) expense, net in the Consolidated Statements of Operations. On June 21, 2007, the Company also purchased substantially...

  • Page 69
    ...certain markets in California from its area developer, R&S Bread Group, Inc., for a purchase price of approximately $5.1 million plus approximately $0.02 million in acquisition costs. Approximately $4.6 million of the acquisition price was paid with cash on hand at the time of closing, approximately...

  • Page 70
    ... based on quoted market prices for identical securities (Level 1 inputs). At December 30, 2008, the Company's short-term and long-term investments were carried at fair value in the Consolidated Balance Sheets and consisted of units of beneficial interest in the Columbia Strategic Cash Portfolio (the...

  • Page 71
    ...) expense, net in the Consolidated Statements of Operations. The following table sets forth a summary of the changes in the fair value of the Company's Level 3 financial asset for the periods indicated (in thousands): For the Fiscal Year Ended December 30, 2008 Beginning balance ...Net realized...

  • Page 72
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) enhanced cash fund sold as an alternative to money-market funds. See Note 4 for further information related to the Columbia Portfolio. At December 26, 2006, the Company's short-term investments consist of treasury ...

  • Page 73
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 8. Goodwill The changes in the carrying amount of goodwill at December 30, 2008 and December 25, 2007 were as follows (in thousands): Company BakeryCafe Operations Franchise Operations Fresh Dough Operations Total ...

  • Page 74
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 10. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 30, 2008 December 25, 2007 Unredeemed gift cards ...Compensation and related employment taxes...Insurance ...Capital ...

  • Page 75
    ...-cafes, fresh dough facilities, and administrative offices are generally for ten years with renewal options at certain locations and generally require the Company to pay a proportionate share of real estate taxes, insurance, common area, and other operating costs. Many bakery-cafe leases provide for...

  • Page 76
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Aggregate minimum requirements under non-cancelable operating leases, excluding contingent payments, as of December 30, 2008, were as follows (in thousands): 2009 2010 2011 2012 2013 Thereafter Total $77,115 77,011 ...

  • Page 77
    ...26, 2008, purported class action lawsuits were filed against the Company and three of the Company's current or former executive officers by the Western Washington Laborers-Employers Pension Trust and by Sue Trachet, respectively, on behalf of investors who purchased the Company's common stock during...

  • Page 78
    ... in its Consolidated Balance Sheets. On February 22, 2008, a purported class action lawsuit was filed against the Company and one of its subsidiaries by Pati Johns, a former employee of the Company's, in the United States District Court for the District of Northern California. The complaint alleged...

  • Page 79
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Other The Company is subject to on-going federal and state income tax audits and any unfavorable rulings could materially and adversely affect its financial condition or results of operations. The Company believes ...

  • Page 80
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A reconciliation of the statutory federal income tax rate to the effective tax rate is as follows for the periods indicated: For the Fiscal Year Ended December 30, December 25, December 26, 2008 2007 2006 Statutory ...

  • Page 81
    ...THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following is a rollforward of the Company's total gross unrecognized tax benefit liabilities for the fiscal years ended December 25, 2007 and December 30, 2008 (in thousands): Balance at December 26, 2006 ...Tax positions related to the current...

  • Page 82
    ... Company's Consolidated Balance Sheets. Mortality income receivable represents the dividend or death benefits the Company is due from its insurance carrier at the respective dates. The insurance policy loans are collateralized by the cash values of the underlying life insurance policies and require...

  • Page 83
    ... The Company accounts for its stock-based compensation arrangements in accordance with SFAS No. 123R, Share-Based Payment, which requires the Company to measure and record compensation expense in its consolidated financial statements for all stock-based compensation awards using a fair value method...

  • Page 84
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) average period of approximately 2.7 years. The Company uses historical data to estimate pre-vesting forfeiture rates. As of December 30, 2008, the Company had one active stock-based compensation plan, the 2006 Stock ...

  • Page 85
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Restricted stock of the Company under the 2005 LTIP is granted at no cost to participants. Participants are generally entitled to cash dividends on restricted stock, although the Company does not currently pay a ...

  • Page 86
    ... price and the market value on the date of exercise. The following table summarizes information about stock options outstanding at December 30, 2008: Stock Options Outstanding Weighted Average Number Contractual Term Weighted Outstanding Remaining Average (in thousands) (years) Exercise Price Stock...

  • Page 87
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The fair value for stock options was estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted-average assumptions: • Expected term - The expected term of the option ...

  • Page 88
    ... to a number of both Company-owned and franchise-operated bakery-cafes at a delivered cost generally not to exceed 27 percent of the retail value of the end product. The sales and related costs to the franchise-operated bakery-cafes are separately stated line items in the Consolidated Statements of...

  • Page 89
    ... Significant Accounting Policies." Segment information related to the Company's three business segments follows (in thousands): For the Fiscal Year Ended December 30, December 25, December 26, 2008 2007 2006 Revenues: Company bakery-cafe operations ...Franchise operations ...Fresh dough operations...

  • Page 90
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 30, 2008 December 25, 2007 Segment assets: Company bakery-cafe operations ...Franchise operations ...Fresh dough operations ...Total segment assets ...Unallocated trade and other accounts receivable ......

  • Page 91
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 21. Selected Quarterly Financial Data (unaudited) The following table presents selected quarterly financial data for the periods indicated (in thousands, except per share data): March 25 Fiscal 2008 - Quarters Ended...

  • Page 92
    .... Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other associates...

  • Page 93
    ...120 days of the end of the fiscal year to which this report relates. The Company has adopted a code of ethics, called the Standards of Business Conduct that applies to its officers, including its principal executive, financial and accounting officers, and its directors and employees. The Company has...

  • Page 94
    ... ended December 30, 2008, December 25, 2007, and December 26, 2006 Notes to the Consolidated Financial Statements (a) (2) Financial Statement Schedule: The following financial statement schedule for the Company is filed herewith: Schedule II - Valuation and Qualifying Accounts PANERA BREAD COMPANY...

  • Page 95
    ...registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PANERA BREAD COMPANY By: /s/ RONALD M. SHAICH Ronald M. Shaich Chairman and Chief Executive Officer Date: February 27, 2009 Pursuant to the requirements of the Securities Exchange Act...

  • Page 96
    ... Statement dated April 16, 2007 filed on Schedule 14A with the Commission on April 13, 2008.†Formula Stock Option Plan for Independent Directors, as amended. Incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 29, 2001.†Panera Bread...

  • Page 97
    ... to Exhibit 10.1 of the Company's Current Report on Form 8-K filed March 13, 2008. Registrant's Subsidiaries. Consent of Independent Registered Public Accounting Firm. Certification by Chief Executive Officer. Certification by Chief Financial Officer. Certification Pursuant to 18 U.S.C. Section...

  • Page 98
    ... in any such filing. We obtained information used on the graph from Research Data Group, Inc., a source we believe to be reliable, but we disclaim any responsibility for any errors or omissions in such information. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Panera Bread Company, The NASDAQ...

  • Page 99
    ... Registered Public Accounting Firm PricewaterhouseCoopers LLP Stock Trading Information The Nasdaq Global Select Market Symbol: PNRA Form 10-K and Other Reports and Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statement and other reports that we file with...