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PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
60
The following is a rollforward of the Company’s liability for unrecognized tax benefits for the periods indicated (in thousands):
December 30,
2014
December 31,
2013
December 25,
2012
Beginning balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,999 $ 3,051 $ 3,544
Tax positions related to the current year:
Additions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,536 653 530
Tax positions related to prior years:
Additions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,671 256 217
Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —(49)(341)
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (131)(425)(58)
Expiration of statutes of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (620)(487)(841)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,455 $ 2,999 $ 3,051
The U.S. Internal Revenue Service has completed exams of the Company’s U.S. federal tax returns for fiscal years 2011 and prior.
While certain state returns in fiscal years 2002 through 2010 may be subject to future assessment by taxing authorities, the Company
is no longer subject to examination in Canada and most states in fiscal years prior to 2011.
It is reasonably possible that the Company’s liability for unrecognized tax benefits with respect to the Company’s uncertain tax
positions will increase or decrease during the next twelve months; however, an estimate of the amount or range of the change
cannot be made at this time.
15. Stockholders’ Equity
Common Stock
The holders of Class A common stock are entitled to one vote for each share owned. The holders of Class B common stock are
entitled to three votes for each share owned. Each share of Class B common stock has the same dividend and liquidation rights
as each share of Class A common stock. Each share of Class B common stock is convertible, at the stockholder’s option, into
Class A common stock on a one-for-one basis. At December 30, 2014, the Company had reserved 2,240,406 shares of its Class A
common stock for issuance upon exercise of awards granted under the Company’s 1992 Equity Incentive Plan, 2001 Employee,
Director, and Consultant Stock Option Plan, and the 2006 Stock Incentive Plan, and upon conversion of Class B common stock.
Registration Rights
At December 30, 2014, 94.9 percent of the outstanding Class B common stock was owned by the Company’s Chairman of the
Board and Chief Executive Officer (the “Chairman”). Pursuant to stock subscription agreements, certain holders of Class B
common stock, including the Chairman, can require the Company under certain circumstances to register their shares under the
Securities Act of 1933, or have included in certain registrations all or part of such shares at the Company’s expense.
Preferred Stock
The Company is authorized to issue 2,000,000 shares of Class B preferred stock with a par value of $0.0001. The voting, redemption,
dividend, liquidation rights, and other terms and conditions are determined by the Board of Directors upon approval of issuance.
There were no shares issued or outstanding in fiscal 2014 and 2013.
Treasury Stock
Pursuant to the terms of the Panera Bread 1992 Stock Incentive Plan and the Panera Bread 2006 Stock Incentive Plan and the
applicable award agreements, the Company repurchased 35,461 shares of Class A common stock at a weighted-average cost of
$151.17 per share during fiscal 2014, 41,601 shares of Class A common stock at a weighted-average cost of $172.79 per share
during fiscal 2013, and 42,100 shares of Class A common stock at a weighted-average cost of $156.53 per share during fiscal
2012, as were surrendered by participants as payment of applicable tax withholdings on the vesting of restricted stock and SSARs.
Shares so surrendered by the participants are repurchased by the Company at fair market value pursuant to the terms of those plans
and the applicable award agreements and not pursuant to publicly announced share repurchase authorizations. The shares
surrendered to the Company by participants and repurchased by the Company are currently held by the Company as treasury stock.