Panera Bread 2009 Annual Report Download - page 42

We have historically repurchased shares of our Class A common stock through a share repurchase program
approved by our Board of Directors from participants 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 A common stock surrendered by participants of the Plans at a weighted-average price of $53.66 per share
for an aggregate purchase price of $1.7 million pursuant to the terms of the Plans and the applicable award
agreements. During fiscal 2008, we repurchased 20,378 shares of Class A common stock surrendered by
participants in the Plans at a weighted-average price of $49.87 per share for an aggregate purchase price of
$1.0 million pursuant to the terms of the Plans and the applicable award agreements. During fiscal 2007, we
repurchased 6,594 shares of Class A common stock surrendered by participants in the Plans at a weighted-average
price of $43.62 per share for an aggregate purchase price of $0.3 million pursuant to the terms of the Plans and the
applicable award agreements. These share repurchases were not made pursuant to publicly announced share
repurchase programs.
Credit Facility
On March 7, 2008, we, and certain of our direct and indirect subsidiaries, as guarantors, entered into an
amended and restated credit agreement, referred to as the Amended and Restated Credit Agreement, with Bank of
America, N.A., and other lenders party thereto to amend and restate in its entirety our Credit Agreement, dated as of
November 27, 2007, by and among us, Bank of America, N.A., and the lenders party thereto, referred to as the
Original Credit Agreement. Pursuant to our request under the terms of the Original Credit Agreement, the Amended
and Restated Credit Agreement increased the size of our secured revolving credit facility from $75.0 million to
$250.0 million. We may select interest rates equal to (a) the Base Rate (which is defined as the higher of Bank of
America prime rate and the Federal Funds Rate plus 0.50 percent), or (b) LIBOR plus an Applicable Rate, ranging
from 0.75 percent to 1.50 percent, based on our Consolidated Leverage Ratio, as each term is defined in the
Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement allows us from time to
time to request that the credit facility be further increased by an amount not to exceed, in the aggregate,
$150.0 million, subject to receipt of lender commitments and other conditions precedent. The Amended and
Restated Credit Agreement contains financial covenants that, among other things, require the maintenance of
certain leverage and fixed charges coverage ratios. The credit facility, which is secured by the capital stock of our
present and future material subsidiaries, will become due on March 7, 2013, subject to acceleration upon certain
specified events of defaults, including breaches of representations or covenants, failure to pay other material
indebtedness or a change of control of our Company, as defined in the Amended and Restated Credit Agreement.
The proceeds from the credit facility will be used for general corporate purposes, including working capital, capital
expenditures, and permitted acquisitions and share repurchases. As of December 29, 2009 and December 30, 2008,
we had no balance outstanding under the Amended and Restated Credit Agreement.
Critical Accounting Policies & Estimates
Our discussion and analysis of our financial condition and results of operations is based upon the consolidated
financial statements and notes to the consolidated financial statements, which have been prepared in accordance
with generally accepted accounting principles in the United States. The preparation of the consolidated financial
statements requires us to make estimates, judgments and assumptions, which we believe to be reasonable, based on
the information available. These estimates and assumptions affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosures of contingent assets and liabilities. Variances in the estimates or
assumptions used could yield materially different accounting results. On an ongoing basis, we evaluate the
continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider
appropriate under the facts and circumstances.
We have chosen accounting policies we believe are appropriate to report accurately and fairly our operating
results and financial position, and we apply those accounting policies in a consistent manner. We consider our
policies on accounting for revenue recognition, valuation of goodwill, self-insurance, income taxes, lease obli-
gations, and stock-based compensation to be the most critical in the preparation of the consolidated financial
statements because they involve the most difficult, subjective, or complex judgments about the effect of matters that
36