Panera Bread 2012 Annual Report Download - page 64

PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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provides that the Company may select the interest rates under the credit facility equal to (1) LIBOR plus the Applicable Rate for
LIBOR loans (which is an amount ranging from 1.00 percent to 2.00 percent depending on the Company’s consolidated leverage
ratio) or (2) the Base Rate (which is defined as the higher of the Bank of America prime rate, the Federal funds rate plus 0.50
percent, or LIBOR plus 1.00 percent) plus the Applicable Rate for Base Rate loans (which is an amount ranging from 0.00 percent
to 1.00 percent depending on the Company's consolidated leverage ratio). The Company also pays commitment fees for the unused
portion of the credit facility on a quarterly basis equal to the Applicable Rate for commitment fees times the actual daily unused
commitment for that calendar quarter. The Applicable Rate for commitment fees is between 0.10 percent and 0.25 percent based
on the Company’s Consolidated Leverage Ratio.
The Credit Agreement includes usual and customary covenants for a credit facility of this type, including covenants limiting liens,
dispositions, fundamental changes, investments, indebtedness, and certain transactions and payments. In addition, the Credit
Agreement also requires the Company satisfy two financial covenants at the end of each fiscal quarter for the previous four
consecutive fiscal quarters: (1) a consolidated leverage ratio less than or equal to 3.00 to 1.00, and (2) a consolidated fixed charge
coverage ratio of greater than or equal to 2.00 to 1.00. The credit facility, which is collateralized by the capital stock of the
Company’s present and future material subsidiaries, will become due on November 30, 2017, subject to acceleration upon certain
specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness or a
change of control of the Company, as defined in the Credit Agreement.
The Credit Agreement allows the Company 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 the arrangement of additional commitments with financial institutions
acceptable to the Company and Bank of America. The Company has not exercised these requests for increases in available
borrowings as of December 25, 2012. The proceeds from the credit facility are expected to be used for general corporate purposes.
As of December 25, 2012 and December 27, 2011 the Company had no loans outstanding under the Credit Agreement or the
Amended and Restated Credit Agreement, respectively. The Company incurred $0.4 million of commitment fees for the fiscal
years ended December 25, 2012, December 27, 2011, and December 28, 2010, respectively. As of December 25, 2012 and
December 27, 2011, the Company was in compliance with all covenant requirements in the Credit Agreement and the Amended
and Restated Credit Agreement, respectively, and accrued interest related to the commitment fees on the Credit Agreement and
the Amended and Restated Credit Agreement was $0.1 million, respectively. Unamortized deferred financing costs were $1.1
million and $0.3 million as of December 25, 2012 and December 27, 2011, 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 the Company repurchased shares on the open market under
a Rule 10b5-1 plan. During fiscal 2012, the Company repurchased 34,600 shares under this share repurchase authorization at an
average price of $144.24 per share for an aggregate purchase price of $5.0 million. During fiscal 2011, the Company repurchased
877,100 shares under this share repurchase authorization at an average price of $103.55 per share for an aggregate purchase price
of $90.8 million. During fiscal 2010, the Company repurchased 1,905,540 shares under this share repurchase authorization at an
average price of $78.72 per share for an aggregate purchase price of $150.0 million. On August 23, 2012, the Company's Board
of Directors terminated this repurchase authorization. Prior to its termination, the Company had repurchased a total of 2,844,669
shares of its Class A common stock cumulatively under this share repurchase authorization at a weighted-average price of $87.03
per share for an aggregate purchase price of approximately $247.6 million.
On August 23, 2012, the Company's Board of Directors approved a new three year share repurchase authorization of up to $600.0
million of Class A common stock, pursuant to which the Company may repurchase shares from time to time on the open market
or in privately negotiated transactions and which may be made 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 the Company as treasury stock. This
repurchase authorization is reviewed quarterly by the Company's Board of Directors and may be modified, suspended, or
discontinued at any time. As of December 25, 2012, under this repurchase authorization, the Company has repurchased 124,100
shares at a weighted-average price of $161.00 for an aggregate purchase price of approximately $20.0 million. There is
approximately $580.0 million available under the existing $600.0 million repurchase authorization as of December 25, 2012.
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 15 for further information
with respect to the Company’s repurchase of the shares.