Panera Bread 2009 Annual Report Download

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Panera Bread Company
2009 Annual Report to Stockholders

Table of contents

  • Page 1
    Panera Bread Company 2009 Annual Report to Stockholders

  • Page 2
    ... cash: building high ROI new Panera bakery-cafes. As I mentioned earlier, 2009 was a good year for high ROI development at Panera and the class of 2009 Company-owned bakery-cafes is expected to go down as one of the highest ROI classes in our history. Why? Our development team executed a disciplined...

  • Page 3
    ... orders an entrée (that is to say a soup, salad, sandwich or You Pick Two) and a beverage will be offered the opportunity to purchase a baked good to complete their meal at a "special" price point. In 2010, we also plan to test other impulse add-on initiatives, bulk baked goods and bread as a gift...

  • Page 4
    ...and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this annual report to stockholders and in our other public filings with...

  • Page 5
    ... Exchange Act of 1934 For the fiscal year ended December 29, 2009 or n Transaction Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act ot 1934 For the transition period from to Commission file number 0-19253 Panera Bread Company (Exact Name of Registrant as Specified in Its...

  • Page 6
    ... DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ...EXECUTIVE COMPENSATION ...SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ...CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ...PRINCIPAL ACCOUNTANT FEES AND SERVICES...

  • Page 7
    ... sales, $78.4 million of franchise royalties and fees, and $121.9 million of fresh dough sales to franchisees. Franchise-operated bakery-cafe sales, as reported by franchisees, were $1,640.3 million in fiscal 2009. See Note 19 to our consolidated financial statements for further segment information...

  • Page 8
    .... Our menu, operating systems, design, and real estate strategy allow us to compete successfully in several segments of the restaurant business: breakfast, AM "chill," lunch, PM "chill," dinner, and take home, through both on-premise sales and Via Panera» catering. We compete with specialty food...

  • Page 9
    ... on-the-go rates us number one among chain restaurants with fewer than 5,000 locations in the following categories: Most Popular, Best Healthy Option, Best Salad and Best Facilities. In 2009, we were also named number one Healthiest for Eating on the Go by Health magazine. OPERATIONAL EXCELLENCE We...

  • Page 10
    ... are generally 10 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 contingent rental (i.e. percentage rent) payments based on sales in...

  • Page 11
    ... enter new markets, which may require the construction of additional fresh dough facilities once a sufficient number of bakery-cafes are opened to ensure efficient distribution of fresh dough. Our supply chain management system is intended to provide bakery-cafes with high quality food from...

  • Page 12
    ... the appropriate menu prices, discount rates and tax rates for system programming. We use in-store enterprise application tools to assist in labor scheduling and food cost management, to provide corporate and retail operations management quick access to retail data, to allow on-line ordering with...

  • Page 13
    ... provide periodic investor relations updates and our corporate governance materials at our Internet address. GOVERNMENT REGULATION Our fresh dough facilities and Company-owned and franchise-operated bakery-cafes are subject to regulation and licensing by federal, state and local agencies and health...

  • Page 14
    ... our business and results of operations. We operate 21 fresh dough facilities, which service substantially all of our Company-owned and franchiseoperated bakery-cafes in the United States and Ontario, Canada. Our fresh dough distribution system delivers fresh dough products daily to the bakery-cafes...

  • Page 15
    ... discretionary purchases as a result of job losses, foreclosures, bankruptcies, reduced access to credit and falling home prices. Because a key point in our business strategy is maintaining our transaction count and margin growth, any significant decrease in customer traffic or average profit per...

  • Page 16
    ... from our fresh dough facilities; • competition for restaurant sites; • variations in the number and timing of bakery-cafe openings as compared to our construction schedule; • management of the costs of construction of bakery-cafes, particularly factors outside our control, such as the...

  • Page 17
    ... in areas not currently served by those facilities. Our growth strategy also includes opening bakery-cafes in existing markets to increase the penetration rate of our bakery-cafes in those markets. There can be no assurance we will be successful in operating bakery-cafes profitably in new markets or...

  • Page 18
    ...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 matters, workers' compensation...

  • Page 19
    ... either by negotiated agreement or exercise of our rights of first refusal under the franchise and area development agreements. Additionally, on June 2, 2009, we completed our purchase of Paradise Bakery & Café, Inc., then owner and operator of 32 bakery-cafes and one commissary, and franchisor of...

  • Page 20
    ...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 21
    ...are generally 10 years with renewal options at most locations and our leases 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 contingent rental (i.e. percentage rent) payments based on sales...

  • Page 22
    ...29, 2009, we operated 1,380 bakery-cafes in the following locations: State CompanyOwned Bakery-Cafes FranchiseOperated Bakery-Cafes Total BakeryCafes ...Michigan ...Minnesota ...Missouri ...Nebraska ...Nevada ...New Hampshire ...New Jersey ...New York ...North Carolina...Ohio ...Oklahoma ...Oregon ...

  • Page 23
    ...2008, purported class action lawsuits were filed against us and three of our current or former executive officers by the Western Washington Laborers-Employers Pension Trust and Sue Trachet, respectively, on behalf of investors who purchased our common stock during the period between November 1, 2005...

  • Page 24
    ...stock and do not have current plans to pay cash dividends in 2010 as we currently intend to re-invest earnings in continued growth of our operations and our share repurchase program, as discussed below. Share Repurchase Program On November 17, 2009, our Board of Directors approved a three year share...

  • Page 25
    ... our Board of Directors at any time. During the fourth quarter of fiscal 2009, 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...

  • Page 26
    ... financial statements and notes thereto. December 29, 2009 For the Fiscal Year Ended(1) December 30, December 25, December 26, 2008 2007 2006 December 27, 2005 Revenues: Bakery-cafe sales ...Franchise royalties and fees...Fresh dough sales to franchisees ...Total revenue ...Costs and expenses...

  • Page 27
    ... specific weeks in fiscal 2008, Company-owned and franchise-operated comparable bakery-cafe sales for fiscal 2009 would have been 2.6 percent and 2.3 percent, respectively. For further information regarding comparable bakery-cafe sales, see Item 7. Management's Discussion and Analysis of Financial...

  • Page 28
    ... 29, 2009 and December 25, 2007 had 52 weeks. Our fiscal year ended December 30, 2008 had 53 weeks, with the fourth quarter comprising 14 weeks. Use of Non-GAAP Measurements We include in this report information on Company-owned, franchise-operated and system-wide comparable bakery-cafe sales...

  • Page 29
    ... received during year on our investment in the Columbia Strategic Cash Portfolio and the change in the recorded fair value of the units held during the year. In fiscal 2008, we earned $2.22 per diluted share with the following performance on key metrics: system-wide comparable bakery-cafe sales...

  • Page 30
    ... Year Ended December 29, December 30, December 25, 2009 2008 2007 Revenues: Bakery-cafe sales ...Franchise royalties and fees ...Fresh dough sales to franchisees ...Total revenue ...Costs and expenses: Bakery-cafe expenses(1): Cost of food and paper products ...Labor...Occupancy ...Other operating...

  • Page 31
    ...cafe data relating to Company-owned and franchise-operated bakery-cafes for the periods indicated: For the Fiscal Year Ended December 29, December 30, December 25, 2009 2008 2007 Number of bakery-cafes: Company-owned: Beginning of period ...Bakery-cafes opened ...Bakery-cafes closed ...Bakery-cafes...

  • Page 32
    ... comparison to the prior fiscal year. Fiscal Basis Comparable bakery-cafe sales growth for the fiscal periods indicated were as follows: For the Fiscal Year Ended December 25, December 30, December 29, 2007 2008 2009 (52 weeks) (53 weeks) (52 weeks) Company-owned ...Franchise-operated...System-wide...

  • Page 33
    ...initiative to drive add-on sales and our category management initiative. 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 29, December 30, 2009 2008 Percentage Change Company...

  • Page 34
    ...-cafes opened since the prior fiscal year and due to the year-over-year roll in of increases in our sales prices of dough products to franchisees taken in the second half of fiscal 2008, partially offset by the closure of seven franchise-operated bakery-cafes. Costs and Expenses The cost of food and...

  • Page 35
    ... to the opening of 102 new bakery-cafes system-wide in fiscal 2008, a full fiscal year of revenue from 44 system-wide bakery-cafes, which we acquired on February 1, 2007 in connection with our purchase of 51 percent of the outstanding stock of Paradise, the impact of the extra week of total revenues...

  • Page 36
    ... year primarily due to price increases and operational initiatives focused on speed and accuracy to improve 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...

  • Page 37
    ... of food and paper products percent of bakery-cafe sales rate through several means, including category management initiatives, leverage from higher sales prices, and improved leverage of our fresh dough manufacturing costs due to additional bakery-cafe openings. In fiscal 2008, there was an average...

  • Page 38
    ... losses 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...

  • Page 39
    ... 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 receivable, an...

  • Page 40
    ... system-wide bakery-cafe openings in fiscal 2010. We expect future bakery-cafes will require, on average, an investment per bakery-cafe (excluding pre-opening expenses which are expensed as incurred) of approximately $850,000, which is net of landlord allowances and excludes capitalized development...

  • Page 41
    ...2009, our Board of Directors approved a three year share repurchase program of up to $600 million of our Class A common stock. The share repurchases will be effected from time to time on the open market or in privately negotiated transactions and we may make such repurchases under a Rule 10b5-1 Plan...

  • Page 42
    ... of the Panera Bread 1992 Stock Incentive Plan and the Panera Bread 2006 Stock Incentive Plan, or collectively, the Plans, which are netted and surrendered as payment for applicable tax withholding on the vesting of their restricted stock. During fiscal 2009, we repurchased 32,135 shares of Class...

  • Page 43
    ... market prices for our reporting units are not available, fair value is estimated based on the present value of expected future cash flows, with forecasted average growth rates of approximately four percent and average discount rates of 10 percent used in the fiscal 2009 analysis for the reporting...

  • Page 44
    ... of our workers' compensation, group health, and general, auto, and property liability insurance with varying levels of deductibles of as much as $0.5 million of individual claims, depending on the type of claim. We also purchase aggregate stop-loss and/or layers of loss insurance in many categories...

  • Page 45
    ... and we offer a stock purchase plan through which employees may purchase our Class A common stock each calendar quarter through payroll deductions at 85 percent of market value on the purchase date and we recognize compensation expense on the 15 percent discount. For option awards, fair value is...

  • Page 46
    ... 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 contingent rental (i.e. percentage rent) payments based on sales in...

  • Page 47
    ... to pay costs and expenses to develop and construct the Franchisee Guarantors bakery-cafes and for their day-to-day operating requirements. As part of the franchise agreement between Millennium and Panera Bread ULC, Panera Bread ULC developed and equipped three bakery-cafes as typical Panera Bread...

  • Page 48
    ..., we expanded our operations into Canadian markets by opening two franchise-operated bakery-cafes. We opened one additional bakery-cafe in Canada in the first quarter of fiscal 2009. Our operating expenses and cash flows are subject to fluctuations due to changes in the exchange rate of the Canadian...

  • Page 49
    ... The following consolidated financial statements are included in response 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...

  • Page 50
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To Board of Directors and Stockholders of Panera Bread Company: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders' equity and of cash flows present fairly, in all...

  • Page 51
    PANERA BREAD COMPANY CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share information) December 29, 2009 December 30, 2008 ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Trade accounts receivable, net . Other accounts receivable ...Inventories ......

  • Page 52
    ... BREAD COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information) For the Fiscal Year Ended December 29, December 30, December 25, 2009 2008 2007 Revenues: Bakery-cafe sales ...Franchise royalties and fees ...Fresh dough sales to franchisees ...Total revenue ...Costs...

  • Page 53
    PANERA BREAD COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Fiscal Year Ended December 29, December 30, December 25, 2009 2008 2007 Cash flows from operations: Net income ...Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and ...

  • Page 54
    ... of common stock ...Issuance of restricted stock (net of forfeitures) ...Exercise of employee stock options ...Stock-based compensation expense ...Conversion of Class B to Class A . Repurchase of common stock ...Income tax benefit related to stock option plan ...Balance, December 29, 2009 ... - - 36...

  • Page 55
    ... consisted of 585 Company-owned bakery-cafes and 795 franchise-operated bakery-cafes. The Company specializes in meeting consumer dining needs by providing high quality food, including the following: fresh baked goods, made-to-order sandwiches on freshly baked breads, soups, salads, and cafe...

  • Page 56
    ...purchase of three months or less to be cash equivalents. 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) expense, net. Management...

  • Page 57
    ...quoted market prices for the Company's reporting units are not available, fair value is estimated based on the present value of expected future cash flows, with forecasted average growth rates of approximately four percent and average discount rates of 10 percent used in the fiscal 2009 analysis for...

  • Page 58
    ...fair value, with their respective carrying values. In performing this analysis, management considers such factors as current results, trends, future prospects, and other economic factors. The Company recognized an impairment loss of $0.6 million during the fiscal year ended December 29, 2009 related...

  • Page 59
    ... the accounting standard for real estate in the Company's consolidated financial statements and accompanying notes. 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...

  • Page 60
    ...$64.6 million for the fiscal years ended December 29, 2009, December 30, 2008, and December 25, 2007, respectively. Advertising Costs National advertising fund and marketing administration contributions received from franchise-operated bakery-cafes are consolidated with those from the Company in the...

  • Page 61
    ... Company's investments in trading securities are stated at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings as other (income) expense, net in the Consolidated Statements of Operations. Stock-Based Compensation The Company accounts for stock-based...

  • Page 62
    ...) Company offers a stock purchase plan where employees may purchase the Company's common stock each calendar quarter through payroll deductions at 85 percent of market value on the purchase date and the Company recognizes compensation expense on the 15 percent discount. For option awards, fair value...

  • Page 63
    ... 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 all of the assets of 22 bakery-cafes and the area development rights for...

  • Page 64
    ... current market royalty rates. The charge is reported as other (income) expense, net in the Consolidated Statements of Operations. On June 6, 2007, the Company sold substantially all of the assets of one bakery-cafe and the area development rights for certain markets in Southern California to a new...

  • Page 65
    ... the Company's Consolidated Balance Sheets. In connection with this transaction, the Company received the right to purchase the remaining 49 percent of the outstanding stock of Paradise after January 1, 2009 at a contractually determined value, which approximated fair value. In addition, the related...

  • Page 66
    ... at December 29, 2009 and December 30, 2008, respectively, were carried at fair value in the Consolidated Balance Sheets based on quoted market prices for identical securities (Level 1 inputs). Historically, the Company invested a portion of its cash balances on hand in a private placement of units...

  • Page 67
    ...) 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 29, December 30, 2009 2008 Beginning balance...

  • Page 68
    ...57.0 million in fiscal 2009, 2008, and 2007, respectively. 8. Goodwill The changes in the carrying amount of goodwill at December 29, 2009 and December 30, 2008 were as follows (in thousands): Company BakeryCafe Operations Franchise Operations Fresh Dough Operations Total Balance December 25, 2007...

  • Page 69
    ... 2010, $1,233 in 2011, $1,228 in 2012, $1,243 in 2013, $1,215 in 2014, and $13,040 thereafter. 10. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 29, 2009 December 30, 2008 Unredeemed gift cards ...Compensation and related employment taxes...Insurance ...Taxes...

  • Page 70
    ...stock at a weighted-average price of $62.98 per share for an aggregate purchase price of $1.7 million in fiscal 2009. On November 27, 2007, in connection with a share repurchase program approved by the Company's Board of Directors on November 20, 2007, the Company entered into a written trading plan...

  • Page 71
    ... 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 contingent rental (i.e., percentage rent) payments based on sales in...

  • Page 72
    ... bakery-cafes and for their day-to-day operating requirements. As part of the franchise agreement between Millennium and Panera Bread ULC, Panera Bread ULC developed and equipped three bakery-cafes as typical Panera Bread bakery-cafes in accordance with the Company's current design and construction...

  • Page 73
    ... 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 Sue Trachet, respectively, on behalf of investors who purchased the Company's common stock during the period between...

  • Page 74
    ...to pay overtime, failure to provide meal and rest periods and termination compensation and violations of California's Unfair Competition Law. The complaint seeks, among other relief, collective and class certification of the lawsuit, unspecified damages, costs and expenses, including attorneys' fees...

  • Page 75
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 14. Income Taxes The components of income before income taxes, by tax jurisdiction, were as follows for the periods indicated (in thousands): For the Fiscal Year Ended December 29, December 30, December 25, 2009 2008 ...

  • Page 76
    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 29, December 30, December 25, 2009 2008 2007 Statutory ...

  • Page 77
    ... FINANCIAL STATEMENTS - (Continued) The following is a roll-forward of the Company's total gross unrecognized tax benefit liabilities for the fiscal years ended December 30, 2008 and December 29, 2009 (in thousands): Balance at December 27, 2006 ...Tax positions related to the current year...

  • Page 78
    ...to help manage long-term employee benefit cost and to obtain tax deductions on interest payments on insurance policy loans. However, due to tax law changes, the Company froze this program in 1998. Based on current actuarial estimates, the program is expected to end in 2011. At December 29, 2009, the...

  • Page 79
    ...dividend, liquidation rights, and other terms and conditions are determined by the Board of Directors upon approval of issuance. There were no shares issued or outstanding in fiscal years 2009 and 2008. Treasury Stock Pursuant to the terms of the Panera Bread 1992 Stock Incentive Plan and the Panera...

  • Page 80
    ... amortized to expense over the five year restriction period. The fair value of restricted stock is based on the market value of the Company's stock on the grant date. As of December 29, 2009, there was $18.5 million of total unrecognized compensation cost related to restricted stock included in...

  • Page 81
    ... (in thousands): For the Fiscal Year Ended December 29, December 30, December 25, 2009 2008 2007 Charged to general and administrative expenses(1) ...Income tax benefit ...Total stock-based compensation expense, net of tax ...Effect on basic earnings per share ...Effect on diluted earnings per...

  • Page 82
    ... FINANCIAL STATEMENTS - (Continued) The following table summarizes the Company's stock option activity under its stock-based compensation plans during fiscal 2009, fiscal 2008 and fiscal 2007: Shares (in thousands) Weighted Average Exercise Price Weighted Average Contractual Term Remaining (years...

  • Page 83
    ... fiscal 2009 and was charged to general and administrative expenses in the Consolidated Statements of Operations. The following table summarizes the Company's SSAR activity under its stock-based compensation plan during fiscal 2009: Shares (in thousands) Weighted Average Conversion Price(1) Weighted...

  • Page 84
    ...'s current year compensation) at 85 percent of the fair market value of the Class A common stock at the end of each calendar quarter. There were approximately 36,000, 44,000 and 42,000 shares purchased with a weighted average fair value of purchase rights of $7.95, $6.41 and $7.42 during fiscal 2009...

  • Page 85
    ... Bakery & Café» names. These bakery-cafes offer some or all of the following: fresh baked goods, made-to-order sandwiches on freshly baked breads, soups, salads, custom roasted coffees, and other complementary products through on-premise sales, as well as catering. The Franchise Operations segment...

  • Page 86
    ... Segment information related to the Company's three business segments follows (in thousands): For the Fiscal Year Ended December 29, December 30, December 25, 2009 2008 2007 Revenues: Company bakery-cafe operations ...Franchise operations ...Fresh dough operations ...Intercompany sales eliminations...

  • Page 87
    ... Fiscal Year Ended December 29, December 30, December 25, 2009 2008 2007 Amounts used for basic and diluted per share calculations: Net income attributable to Panera Bread Company ...Weighted average number of shares outstanding - basic ...Effect of dilutive stock-based employee compensation awards...

  • Page 88
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 21. Supplemental Cash Flow Information For the Fiscal Year Ended December 29, December 30, December 25, 2009 2008 2007 Cash paid during the year for (in thousands): Interest ...Income taxes ...Non-cash investing and ...

  • Page 89
    PANERA BREAD COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The third quarter of fiscal 2009 results included $2.1 million of net charges, or $0.04 per diluted share, primarily to increase reserves for certain state sales tax audit exposures, which were partially offset by a ...

  • Page 90
    ...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, to provide...

  • Page 91
    ...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 92
    ...Financial Statements: The following consolidated financial statements of the Company are included in Item 8 herein: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - December 29, 2009 and December 30, 2008 Consolidated Statements of Operations - Fiscal years ended...

  • Page 93
    ...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 26, 2010 Pursuant to the requirements of the Securities Exchange Act...

  • Page 94
    ... April 13, 2008 and incorporated herein by reference).†Formula Stock Option Plan for Independent Directors, as amended (filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the year ended December 29, 2001 (File No. 0-19253), as filed with the Commission on March 22, 2002 and...

  • Page 95
    ... 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 30, 2000, (File No. 0-19253), as filed with the Commission on March 28, 2001 and incorporated herein by reference). Credit Agreement, dated as of November 27, 2007, among Panera Bread Company, Bank of America, N.A. and...

  • Page 96
    ... 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 97
    ... Board and Chief Executive Officer, Panera Bread Company Thomas E. Lynch Senior Managing Director, Mill Road Capital Corporate Information Transfer Agent and Registrar Computershare Trust Company, N.A. P.O. Box 43078 Providence, RI 02940-3078 Stockholder Inquires 1-877-282-1169 2010 Annual Meeting...