Panera Bread 2013 Annual Report Download - page 40

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On August 23, 2012, our Board of Directors approved a new three year share repurchase authorization of up to $600 million of
our Class A common stock, which we refer to as the 2012 repurchase authorization, pursuant to which we 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 may be held by us as
treasury stock. The 2012 repurchase authorization is reviewed quarterly by our Board of Directors and may be modified, suspended,
or discontinued at any time. During fiscal 2013, we repurchased 1,992,250 shares under the 2012 share repurchase authorization,
at an average price of $166.73 per share, for an aggregate purchase price of $332.1 million. During fiscal 2012, we repurchased
124,100 shares under the 2012 repurchase authorization, at an average price of $161.00 per share, for an aggregate purchase price
of approximately $20.0 million. As of December 31, 2013, under the 2012 repurchase authorization, we have repurchased an
aggregate of 2,116,350 shares, at a weighted-average price of $166.39 per share, for an aggregate purchase price of approximately
$352.1 million. We have approximately $247.9 million available under the 2012 repurchase authorization.
We have historically repurchased shares of our Class A common stock through a share repurchase authorization approved by our
Board of Directors from participants of the Panera Bread 1992 Stock Incentive Plan and the Panera Bread 2006 Stock Incentive
Plan, as amended, or collectively, the Plans. Repurchased shares are netted and surrendered as payment for applicable tax
withholding on the vesting of participants’ restricted stock. During fiscal 2013, we repurchased 41,601 shares of Class A common
stock surrendered by participants of the Plans at a weighted-average price of $172.79 per share for an aggregate purchase price
of approximately $7.2 million pursuant to the terms of the Plans and the applicable award agreements. During fiscal 2012, we
repurchased 42,100 shares of Class A common stock surrendered by participants of the Plans at a weighted-average price of
$156.53 per share for an aggregate purchase price of $6.6 million pursuant to the terms of the Plans and the applicable award
agreements. During fiscal 2011, we repurchased 52,146 shares of Class A common stock surrendered by participants in the Plans
at a weighted-average price of $109.33 per share for an aggregate purchase price of $5.7 million pursuant to the terms of the Plans
and the applicable award agreements.
Credit Facility
On November 30, 2012, we terminated our Amended and Restated Credit Agreement, dated March 7, 2008, by and among us,
Bank of America, N.A., and other lenders party thereto (the "Prior Credit Agreement"). As of the date of termination, we had no
balance outstanding under the Prior Credit Agreement and we were in compliance with all covenants under the Prior Credit
Agreement.
On November 30, 2012, we entered into a new credit agreement (the "Credit Agreement") with Bank of America, N.A. and other
lenders party thereto. The Credit Agreement provides for an unsecured revolving credit facility of $250.0 million and provides
that we may select 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 our consolidated leverage ratio) or (2) the Base Rate (which
is defined as the higher of 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 our consolidated
leverage ratio). Our obligations under the credit facility are guaranteed by certain of our direct and indirect subsidiaries. The
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 the arrangement of additional commitments with financial institutions acceptable to
us and Bank of America. The Credit Agreement contains various financial covenants that, among other things, require us to
maintain certain leverage and fixed charges coverage ratios. The credit facility will become due on November 30, 2017, 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 Credit Agreement. We expect to use the credit
facility for general corporate purposes. As of December 31, 2013, we had no balance outstanding and were in compliance with
all covenants under the Credit Agreement.
Critical Accounting Policies & Estimates
Our discussion and analysis of our consolidated 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 of America, or GAAP. 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 to actual experience 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 consolidated operating results
and financial position, and we apply those accounting policies in a consistent manner. We consider our policies on accounting