Panera Bread 2011 Annual Report Download - page 67

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As of December 27, 2011 and December 28, 2010, the Company had no loans outstanding under the Amended and Restated Credit
Agreement. The Company incurred $0.4 million of commitment fees for the fiscal years ended December 27, 2011, December 28,
2010, and December 29, 2009, respectively. As of December 27, 2011 and December 28, 2010, the Company was in compliance
with all covenant requirements in the Amended and Restated Credit Agreement, and accrued interest related to the commitment
fees on the Amended and Restated Credit Agreement was $0.1 million, respectively.
12. Share Repurchase Authorization
On November 17, 2009, the Company’s Board of Directors approved a three year share repurchase authorization of up to $600.0
million of the Company’s Class A common stock, pursuant to which share repurchases may be effected from time to time on the
open market or in privately negotiated transactions, and the Company may make such repurchases under a Rule 10b5-1 Plan.
Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or they may be held by
us as treasury stock. The repurchase authorization may be modified, suspended, or discontinued by the Board of Directors at any
time. Under the share repurchase authorization the Company repurchased a total of 877,100 shares of the Company’s Class A
common stock at a weighted-average price of $103.55 per share for an aggregate purchase price of $90.8 million in fiscal 2011.
During fiscal 2010, the Company repurchased a total of 1,905,540 shares of its Class A common stock at a weighted-average price
of $78.72 per share for an aggregate purchase price of $150.0 million. As of the date of this report, under the share repurchase
authorization, the Company has repurchased a total of 2,810,069 shares of its Class A common stock at a weighted-average price
of $86.33 per share for an aggregate purchase price of approximately $242.6 million. The Company has approximately $357.4
million available under the existing $600.0 million repurchase authorization.
In addition, the Company has repurchased shares of its Class A common stock through a share repurchase authorization approved
by its Board of Directors from participants of the Panera Bread 1992 Stock Incentive Plan and the Panera Bread 2006 Stock
Incentive Plan, which are netted and surrendered as payment for applicable tax withholding on the vesting of their restricted stock.
Shares surrendered by the participants are repurchased by the Company pursuant to the terms of those plans and the applicable
award agreements and not pursuant to publicly announced share repurchase authorizations. See Note 16 for further information
with respect to the Company’s repurchase of the shares.
13. Commitments and Contingent Liabilities
Lease Commitments
The Company is obligated under operating leases for its bakery-cafes, fresh dough facilities and trucks, and support centers. Lease
terms for its trucks are generally for five to seven years. Lease terms for its bakery-cafes, fresh dough facilities, and support centers
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. Certain bakery-cafe leases provide for contingent
rental (i.e., percentage rent) payments based on sales in excess of specified amounts or changes in external indices, scheduled rent
increases during the lease terms, and/or rental payments commencing at a date other than the date of initial occupancy.
Aggregate minimum requirements under non-cancelable operating leases, excluding contingent payments, as of December 27,
2011, were as follows (in thousands):
Fiscal Years
2012
$ 107,816
2013
108,030
2014
106,473
2015
104,721
2016
103,113
Thereafter
1,113,451
Total
$ 1,643,604
Rental expense under operating leases was approximately $100.6 million, $87.4 million, and $79.9 million, in fiscal 2011, fiscal
2010, and fiscal 2009, respectively, which included contingent (i.e. percentage rent) expense of $1.6 million, $1.1 million, and
$0.8 million, respectively.
In accordance with the accounting guidance for asset retirement obligations the Company complies with lease obligations at the
end of a lease as it relates to tangible long-lived assets. The liability as of December 27, 2011 and December 28, 2010 was $5.9
million and $5.2 million, respectively, and is included in other long-term liabilities in the Consolidated Balance Sheets.
In connection with the Company’s relocation of its St. Louis, Missouri support center in the third quarter of fiscal 2010, it
simultaneously entered into an initial capital lease of $1.5 million for certain personal property and purchased municipal industrial
revenue bonds of a similar amount from St. Louis County, Missouri. As of the fiscal year ended December 27, 2011, the Company
held industrial revenue bonds of $1.7 million in the Consolidated Balance Sheets.