Panera Bread 2013 Annual Report Download - page 65

PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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2012, the Company was in compliance with all covenant requirements in the Credit Agreement and accrued interest related to the
commitment fees on the Credit Agreement was $0.1 million. Unamortized deferred financing costs were $0.8 million and $1.1
million as of December 31, 2013 and December 25, 2012, 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 an aggregate of 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 an aggregate of 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. 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 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. During fiscal 2013, the Company repurchased an aggregate of 1,992,250 shares under this share
repurchase authorization, at an average price of $166.73 per share, for an aggregate purchase price of $332.1 million. During
fiscal 2012, the Company repurchased an aggregate of 124,100 shares under this share 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 this
repurchase authorization, the Company has 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. There is approximately $247.9 million available under
the existing $600.0 million repurchase authorization as of December 31, 2013.
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.
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. The reasonably assured lease term for most bakery-cafe and support
center leases is the initial non-cancelable lease term plus one renewal option period, which generally equates to an aggregate of
15 years. The reasonably assured lease term for most fresh dough facility leases is the initial non-cancelable lease term plus one
to two renewal periods, which generally equates to an aggregate of 20 years. Lease terms 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, 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 31,
2013, were as follows (in thousands):
Fiscal Years
2014 2015 2016 2017 2018 Thereafter Total
$ 134,614 132,736 131,825 128,690 125,926 676,126 $ 1,329,917