UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

Form 10-Q

(Mark one)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-19253

Panera Bread Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware		04-2723701
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
6710 Clayton Road, Richmond Heights, MO		63117
(Address of Principal Executive Offices)		(Zip Code)

(314) 633-7100
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of August 4, 2010, 29,724,376 shares and 1,392,107 shares of the registrant’s Class A Common Stock and Class B Common Stock, respectively, par value $.0001 per share, were outstanding.

 

 

PANERA BREAD COMPANY
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION			3
ITEM 1. FINANCIAL STATEMENTS (unaudited)			3
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			22
ITEM 4. CONTROLS AND PROCEDURES			22
PART II OTHER INFORMATION			23
ITEM 1. LEGAL PROCEEDINGS			23
ITEM 1A. RISK FACTORS			24
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			24
ITEM 6. EXHIBITS			25
Signatures			26
Exhibit Index			27
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

PANERA BREAD COMPANY

		June 29, 2010				December 29, 2009
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	282,095			$	246,400
Trade accounts receivable, net			20,931				17,317
Other accounts receivable			7,145				11,176
Inventories			11,994				12,295
Prepaid expenses			25,915				16,211
Deferred income taxes			22,256				18,685
Total current assets			370,336				322,084
Property and equipment, net			402,896				403,784
Other assets:
Goodwill			89,747				87,481
Other intangible assets, net			18,592				19,195
Deposits and other			5,089				4,621
Total other assets			113,428				111,297
Total assets		$	886,660			$	837,165
LIABILITIES
Current liabilities:
Accounts payable		$	6,879			$	6,417
Accrued expenses			170,520				135,842
Total current liabilities			177,399				142,259
Deferred rent			44,461				43,371
Deferred income taxes			22,401				28,813
Other long-term liabilities			31,182				25,686
Total liabilities			275,443				240,129
Commitments and contingencies (Note 8)
EQUITY
Panera Bread Company stockholders’ equity:
Common stock, $.0001 par value per share:
Class A, 75,000,000 shares authorized; 29,984,588 issued and 29,809,947 outstanding in 2010; and 30,364,915 issued and 30,196,808 outstanding in 2009			3				3
Class B, 10,000,000 shares authorized; 1,392,107 issued and outstanding in 2010 and in 2009			—				—
Treasury stock, carried at cost; 174,641 shares in 2010 and 168,107 shares in 2009			(4,438	)			(3,928	)
Additional paid-in capital			129,815				168,288
Accumulated other comprehensive income			258				224
Retained earnings			484,998				432,449
Total Panera Bread Company stockholders’ equity			610,636				597,036
Noncontrolling interest			581				—
Total equity		$	611,217			$	597,036
Total liabilities and equity		$	886,660			$	837,165

The accompanying notes are an integral part of the consolidated financial statements.

PANERA BREAD COMPANY

		For the 13 Weeks Ended								For the 26 Weeks Ended
		June 29, 2010				June 30, 2009				June 29, 2010				June 30, 2009
Revenues:
Bakery-cafe sales		$	322,424			$	281,644			$	634,924			$	554,526
Franchise royalties and fees			21,641				19,157				42,504				37,784
Fresh dough and other product sales to franchisees			34,059				29,993				64,906				59,193
Total revenues			378,124				330,794				742,334				651,503
Costs and expenses:
Bakery-cafe expenses:
Cost of food and paper products			90,714				84,059				181,025				165,050
Labor			103,031				90,669				203,713				180,210
Occupancy			24,651				24,086				49,041				47,358
Other operating expenses			43,923				38,677				83,458				74,857
Total bakery-cafe expenses			262,319				237,491				517,237				467,475
Fresh dough and other product cost of sales to franchisees			27,802				24,992				52,637				49,771
Depreciation and amortization			16,915				16,579				33,924				32,998
General and administrative expenses			24,105				18,445				49,117				38,846
Pre-opening expenses			880				405				1,156				745
Total costs and expenses			332,021				297,912				654,071				589,835
Operating profit			46,103				32,882				88,263				61,668
Interest expense			165				209				333				375
Other expense (income), net			3,010				160				3,316				(158	)
Income before income taxes			42,928				32,513				84,614				61,451
Income taxes			16,273				12,278				32,114				23,189
Net income			26,655				20,235				52,500				38,262
Less: net (loss) income attributable to noncontrolling interest			(49	)			206				(49	)			801
Net income attributable to Panera Bread Company		$	26,704			$	20,029			$	52,549			$	37,461
Earnings per common share attributable to Panera Bread Company:
Basic		$	0.86			$	0.65			$	1.69			$	1.23
Diluted		$	0.85			$	0.65			$	1.67			$	1.21
Weighted average shares of common and common equivalent shares outstanding:
Basic			31,195				30,595				31,183				30,491
Diluted			31,512				30,959				31,519				30,849

The accompanying notes are an integral part of the consolidated financial statements.

PANERA BREAD COMPANY

		For the 26 Weeks Ended
		June 29, 2010				June 30, 2009
Cash flows from operations:
Net income		$	52,500			$	38,262
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			33,924				32,998
Stock-based compensation expense			4,684				4,287
Tax benefit from exercise of stock options			(5,131	)			(2,520	)
Deferred income taxes			(9,983	)			(2,235	)
Other			(257	)			1,555
Changes in operating assets and liabilities, excluding the effect of acquisitions:
Trade and other accounts receivable			(2,916	)			2,022
Inventories			301				571
Prepaid expenses			(9,704	)			(2,784	)
Deposits and other			(468	)			(882	)
Accounts payable			462				(1,220	)
Accrued expenses			30,953				(4,462	)
Deferred rent			1,090				1,202
Other long-term liabilities			5,496				(839	)
Net cash provided by operating activities			100,951				65,955
Cash flows from investing activities:
Additions to property and equipment			(23,793	)			(22,645	)
Proceeds from sale of bakery-cafes			2,204				—
Investment maturities proceeds			—				2,011
Net cash used in investing activities			(21,589	)			(20,634	)
Cash flows from financing activities:
Repurchase of common stock			(71,398	)			(333	)
Exercise of employee stock options			21,736				11,148
Tax benefit from exercise of stock options			5,131				2,520
Proceeds from issuance of common stock under employee benefit plans			864				802
Purchase of noncontrolling interest			—				(20,064	)
Net cash used in financing activities			(43,667	)			(5,927	)
Net increase in cash and cash equivalents			35,695				39,394
Cash and cash equivalents at beginning of period			246,400				74,710
Cash and cash equivalents at end of period		$	282,095			$	114,104

The accompanying notes are an integral part of the consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements of Panera Bread Company and its subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States, (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the fiscal year ended December 29, 2009. These unaudited consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which were included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2009 as filed with the SEC on February 26, 2010.

The unaudited consolidated financial statements consist of the accounts of Panera Bread Company and its wholly owned direct and indirect consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of its financial position and results of operations for the interim periods. Interim results are not necessarily indicative of the results for any other interim period or for the entire year.

Subsequent Events

The Company has evaluated all events or transactions occurring between the balance sheet date and the date of issuance of the consolidated financial statements and noted no items that would require recognition or disclosure in the consolidated financial statements.

Reclassifications

The Company reclassified deposits and other from cash flows from investing activities to cash flows from operating activities in the Consolidated Statements of Cash Flows to reflect more appropriately the nature of the activities in the account. The Company has also reclassified prior periods in order to conform to the current presentation.

Recent Accounting Pronouncements

On December 30, 2009, the Company adopted the updated guidance issued by the Financial Accounting Standards Board (“FASB”) related to fair value measurements and disclosures, which requires a reporting entity to separately disclose the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. The updated guidance also requires that an entity provide fair value measurement disclosures for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring Level 2 and Level 3 fair value measurements. This guidance was effective for interim or annual financial reporting periods beginning after December 15, 2009. The adoption of this updated guidance did not have an impact on the Company’s consolidated results of operations or financial condition. In addition, the updated guidance requires that in the reconciliation for fair value measurements using significant unobservable inputs, or Level 3 fair value measurements, a reporting entity separately disclose information about purchases, sales, issuances and settlements on a gross basis rather than as one net number. This guidance is effective for fiscal years beginning after December 15, 2010 and for interim periods therein. Therefore, the Company has not yet adopted the guidance with respect to the roll forward activity in Level 3 fair value measurements. The Company does not expect the adoption of this new guidance to have a material effect on its financial position or results of operations.

On December 30, 2009, the Company adopted the updated guidance issued by the FASB on accounting for variable interest entities (“VIE”), which changes the process for how an enterprise determines which party consolidates a VIE to a primarily qualitative analysis. The enterprise that consolidates the VIE (the primary beneficiary) is defined as the enterprise with (1) the power to direct activities of the VIE that most significantly affect the VIE’s economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Upon adoption, companies must reconsider their conclusions on whether an entity should be consolidated and, should a change result, record the effect on net assets as a cumulative effect adjustment to retained earnings. The adoption of this updated guidance did not have an impact on the Company’s consolidated results of operations or financial condition.

Note 2. Business Combinations

In order to facilitate the opening of the first Panera Bread bakery-cafes in Ontario, Canada, on September 10, 2008, the Company’s Canadian subsidiary, Panera Bread ULC, as lender, entered into a Cdn. $3.5 million secured revolving credit facility agreement and franchise agreements with Millennium Bread Inc. (“Millennium”), and certain of Millennium’s present and future subsidiaries (the “Franchise Guarantors”), pursuant to which Millennium would operate three Panera Bread bakery-cafes in Ontario, Canada. See Note 8 for additional information pertaining to the revolving credit facility with Millennium.

On March 30, 2010, PB Biscuit, ULC (“PB Biscuit”) was formed by Panera Bread ULC through the contribution of its Cdn. $3.5 million note receivable from Millennium and cash. On March 31, 2010, PB Biscuit acquired certain assets and liabilities and the operations of Millennium’s three Panera Bread bakery-cafes. The transaction was accounted for as an acquisition under the business combination authoritative guidance. In exchange for the bakery-cafe operations and certain assets and liabilities, PB Biscuit assigned the Cdn. $3.5 million note receivable to and issued minority ownership interest to Millennium at a fair value of $0.6 million (28.5 percent ownership of PB Biscuit’s voting shares), for a total consideration of $4.1 million, subject to certain closing adjustments.

The Consolidated Statements of Operations include the results of operations from the operating bakery-cafes from the date of the acquisition. This non-cash transaction is excluded from the Consolidated Statements of Cash Flows for the twenty-six weeks ended June 29, 2010. The pro forma impact of the acquisition on prior periods is not presented, as the impact is not material to reported results. These acquired bakery-cafes are included in our Company bakery-cafe operations segment. The Company allocated the purchase price to the tangible and intangible assets acquired in the acquisition at their estimated fair values with the remainder allocated to tax deductible goodwill as follows: $2.3 million to property and equipment, $0.5 million of net assumed current liabilities, and $2.3 million to goodwill.

Note 3. Noncontrolling Interest

The following tables illustrate the changes in equity for the twenty-six weeks ended June 29, 2010 and June 30, 2009, respectively (in thousands):

																														Accumulated
																														Other
						Compre-																Additional								Compre-				Noncon-
						hensive				Common Stock								Treasury				Paid-in				Retained				hensive				trolling
		Total				Income				Class A				Class B				Stock				Capital				Earnings				Income (Loss)				Interest
Balance, December 30, 2008		$	498,686							$	3			$	—			$	(2,204	)		$	151,358			$	346,399			$	(394	)		$	3,524
Comprehensive income:
Net income			38,262			$	38,262				—				—				—				—				37,461				—				801
Other Comprehensive income:
Foreign currency translation adjustment			348				348				—				—				—				—				—				348				—
Total other comprehensive income			348				348
Comprehensive income			38,610			$	38,610
Purchase of noncontrolling interest			(23,116	)							—				—				—				(18,791	)			—				—				(4,325	)
Issuance of common stock			802								—				—				—				802				—				—				—
Exercise of employee stock options			11,148								—				—				—				11,148				—				—				—
Stock-based compensation expense			4,287								—				—				—				4,287				—				—				—
Repurchase of common stock			(333	)							—				—				(333	)			—				—				—				—
Tax benefit from exercise of stock options			2,520								—				—				—				2,520				—				—				—
Balance, June 30, 2009		$	532,604							$	3			$	—			$	(2,537	)		$	151,324			$	383,860			$	(46	)		$	—
Balance, December 29, 2009		$	597,036							$	3			$	—			$	(3,928	)		$	168,288			$	432,449			$	224			$	—
Comprehensive income:
Net income (loss)			52,500			$	52,500				—				—				—				—				52,549				—				(49	)
Other comprehensive income:
Foreign currency translation adjustment			34				34				—				—				—				—				—				34				—
Total other comprehensive income			34				34
Comprehensive income			52,534			$	52,534
Noncontrolling interest in PB Biscuit			630								—				—				—				—				—				—				630
Issuance of common stock			864								—				—				—				864				—				—				—
Exercise of employee stock options			21,736								—				—				—				21,736				—				—				—
Stock-based compensation expense			4,684								—				—				—				4,684				—				—				—
Repurchase of common stock			(71,398	)							—				—				(510	)			(70,888	)			—				—				—
Tax benefit from exercise of stock options			5,131								—				—				—				5,131				—				—				—
Balance, June 29, 2010		$	611,217							$	3			$	—			$	(4,438	)		$	129,815			$	484,998			$	258			$	581

Refer to Note 2 for information pertaining to the noncontrolling interest in PB Biscuit.

Purchase of Noncontrolling Interest

On February 1, 2007, the Company purchased 51 percent of the outstanding stock of Paradise Bakery & Café, Inc. (“Paradise”), then owner and operator of 22 bakery-cafes and one commissary and franchisor of 22 bakery-cafes and one commissary, for a purchase price of $21.1 million plus $0.5 million in acquisition costs. As a result, Paradise became a majority-owned consolidated subsidiary of the Company, with its operating results included in the Company’s Consolidated Statements of Operations and the 49 percent portion of equity attributable to Paradise presented as minority interest, and subsequently as noncontrolling interest, in the Company’s Consolidated Balance Sheets.

On June 2, 2009, the Company purchased the remaining 49 percent of the outstanding stock of Paradise, excluding certain agreed upon assets totaling $0.7 million, for a purchase price of $22.3 million, $0.1 million in transaction costs, and settlement of $3.4 million of debt owed to the Company by the former shareholders of the remaining 49 percent of Paradise (the “Prior Shareholders”). Approximately $20.0 million of the purchase price, as well as the transaction costs, were paid by the Company on June 2, 2009, with $2.3 million retained by the Company for certain holdbacks. The holdbacks are primarily for certain indemnifications and expire on June 2, 2011, with any remaining holdback amounts reverting to the Prior Shareholders. The transaction was accounted for as an equity transaction, by adjusting the carrying amount of the noncontrolling interest balance to reflect the change in the Company’s ownership interest in Paradise, with the difference between fair value of the consideration paid and the amount by which the noncontrolling interest was adjusted recognized in equity attributable to the Company.

Note 4. Fair Value Measurements

The Company’s $97.5 million and $115.9 million in cash equivalents at June 29, 2010 and December 29, 2009, respectively, were recorded at fair value in the Consolidated Balance Sheets based on quoted market prices for identical securities (Level 1 inputs).

Note 5. Inventories

Inventories consisted of the following (in thousands):

		June 29, 2010				December 29, 2009
Food:
Fresh dough facilities:
Raw materials		$	2,683			$	2,573
Finished goods			400				275
Bakery-cafes:
Raw materials			6,911				7,304
Paper goods			2,000				2,143
		$	11,994			$	12,295

Note 6. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

		June 29, 2010				December 29, 2009
Compensation and related employment taxes		$	33,414			$	33,416
Unredeemed gift cards			29,767				37,454
Insurance			18,254				16,265
Capital expenditures			15,360				6,108
Taxes, other than income tax			14,333				11,072
Advertising			10,388				2,465
Income taxes			9,872				—
Fresh dough and other product operations			6,840				5,263
Rent			5,933				5,019
Deferred revenue			3,728				1,334
Utilities			3,252				3,163
Deferred purchase price of noncontrolling interest (Note 3)			2,274				2,264
Other			17,105				12,019
		$	170,520			$	135,842

Note 7. Credit Facility

The Company and certain of its direct and indirect subsidiaries, as guarantors, are parties to an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with Bank of America, N.A. and other lenders party thereto, which provides for a secured revolving credit facility of $250.0 million to be used for general corporate purposes, including working capital, capital expenditures, and permitted acquisitions and share repurchases. The Amended and Restated Credit Agreement, which is collateralized by the capital stock of the Company’s present and future material subsidiaries, will become due on March 7, 2013, subject to acceleration upon certain specified events of default.

As of June 29, 2010 and December 29, 2009, the Company had no balance outstanding under the Amended and Restated Credit Agreement. The Company incurred $0.1 million of commitment fees for each of the thirteen weeks ended June 29, 2010 and June 30, 2009 and $0.2 million for each of the twenty-six weeks ended June 29, 2010 and June 30, 2009, respectively. Accrued interest related to the commitment fees was $0.1 million at both June 29, 2010 and December 29, 2009. As of June 29, 2010, the Company was in compliance with all covenants included in the Amended and Restated Credit Agreement.

Note 8. Commitments and Contingencies

Lease Obligations

As of June 29, 2010, the Company guaranteed operating leases of 29 franchisee locations and three locations of its former Au Bon Pain division, or its franchisees, which the Company accounts for in accordance with the accounting standard for guarantees. These leases have terms expiring on various dates from August 31, 2010 to December 31, 2023 and a potential amount of future rental payments of approximately $32.1 million as of June 29, 2010. The Company’s obligations under these leases will generally decrease over time as these operating leases expire. The Company has not recorded a liability for certain of these guarantees as they arose prior to the issuance of the accounting standard for guarantees and, unless modified, are exempt from its requirements. The Company did not record a liability for those guarantees issued after the effective date of this accounting standard because the fair value of each such lease guarantee was determined by the Company to be insignificant based on an analysis of the facts and circumstances of each such lease and each such franchisee’s performance, and the Company did not believe it was probable it would be required to perform under any guarantees at the time the guarantees were issued. The Company has not had to make any payments related to any of these guaranteed leases. Au Bon Pain or the applicable franchisees continue to have primary liability for these operating leases.

During the first quarter of fiscal 2008, the Company recorded a reserve of $1.2 million relating to the termination of operating leases for specific sites, which the Company decided not to develop. During the thirteen weeks ended June 29, 2010, the Company decreased this reserve by approximately $0.1 million primarily due to the settlement of one lease. No other significant changes were made to the accrual during the thirteen weeks ended June 29, 2010. During the thirteen weeks ended June 30, 2009, the Company decreased the reserve by approximately $0.2 million primarily due to its subsequent determination to develop one of the sites. During the twenty-six weeks ended June 29, 2010, the Company decreased the reserve by $0.4 million due to the settlement of two leases and the Company’s decision to develop one bakery-cafe. During the twenty-six weeks ended June 30, 2009, the Company decreased the reserve by $0.3 million due to its subsequent determination to develop one of the sites and the settlement of one lease. No other significant changes were made to the accrual during the thirteen or twenty-six weeks ended June 29, 2010. As of June 29, 2010 and December 29, 2009, the Company had no accrual and approximately $0.4 million accrued in its Consolidated Balance Sheets relating to the termination of these specific leases.

Related Party Credit Agreement

In order to facilitate the opening of the first Panera Bread bakery-cafes in Ontario, Canada, on September 10, 2008, the Company’s Canadian subsidiary, Panera Bread ULC, as lender, entered into a Cdn. $3.5 million secured revolving credit facility agreement with Millennium, as borrower, and the Franchisee Guarantors, who entered into franchise agreements with Panera Bread ULC to operate three Panera Bread bakery-cafes in Ontario, Canada. On April 7, 2009, Millennium requested a Cdn. $3.5 million advance under the credit agreement for payment of the costs to develop the bakery-cafes, which was included in other accounts receivable in the Consolidated Balance Sheet as of December 29, 2009. Covenants under the credit agreement required Millennium to maintain a certain level of cash equity contributions or subordinated loans from its shareholders in relation to the principal outstanding under the credit agreement. The borrowings under the credit agreement bore interest at the per annum rate of 7.58 percent, calculated daily and payable monthly in arrears on the last business day of each of Panera Bread ULC’s fiscal month. The credit facility was 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 Millennium, as defined in the credit agreement. The proceeds from the credit facility were used by Millennium to pay costs to develop and construct the Franchisee Guarantors bakery-cafes and for their day-to-day operating requirements. The credit facility, which was collateralized by present and future property and assets of Millennium and the Franchisee Guarantors, as well as the personal guarantees of certain individuals, became due on September 9, 2009. On September 9, 2009 the maturity date was extended to December 9, 2009, and the maturity date was subsequently further extended to February 19, 2010 and then to March 30, 2010. On March 31, 2010, the credit facility was terminated through the purchase transaction with Millennium, as described in Note 2.

Legal Proceedings

On January 25, 2008 and February 26, 2008, purported class action lawsuits were filed against the Company and three of the Company’s current or former executive officers by the Western Washington Laborers-Employers Pension Trust and Sue Trachet, respectively, on behalf of investors who purchased the Company’s common stock during the period between November 1, 2005 and July 26, 2006. Both lawsuits were filed in the United States District Court for the Eastern District of Missouri, St. Louis Division. Each complaint alleges that the Company and the other defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 under the Exchange Act in connection with the Company’s disclosure of system-wide sales and earnings guidance during the period from November 1, 2005 through July 26,

2006. Each complaint seeks, among other relief, class certification of the lawsuit, unspecified damages, costs and expenses, including attorneys’ and experts’ fees, and such other relief as the Court might find just and proper. On June 23, 2008, the lawsuits were consolidated and the Western Washington Laborers-Employers Pension Trust was appointed lead plaintiff. On August 7, 2008, the plaintiff filed an amended complaint, which extended the class period to November 1, 2005 through July 26, 2007. The Company believes that it and the other defendants have meritorious defenses to each of the claims in this lawsuit and the Company is vigorously defending the lawsuit. On October 6, 2008, the Company filed a motion to dismiss all of the claims in this lawsuit. Following filings by both parties on the Company’s motion to dismiss, on June 25, 2009, the Court converted the Company’s motion to one for summary judgment and denied it without prejudice. The Court simultaneously gave the Company until July 20, 2009 to file a new motion for summary judgment, which deadline the Court subsequently extended until August 10, 2009. On August 10, 2009, the Company filed a motion for summary judgment. On September 9, 2009, the plaintiff filed a request to deny or continue the Company’s motion for summary judgment to allow the plaintiff to conduct discovery. Following a hearing and subsequent filings by both parties on the plaintiff’s request for discovery, on November 6, 2009, the Court denied the plaintiff’s request. The plaintiff filed an opposition to the Company’s motion for summary judgment on December 12, 2009, and the Company filed its reply in support of its motion on December 21, 2009. On March 16, 2010, the Court granted in part and denied in part the Company’s motion for summary judgment. On April 5, 2010, the Court granted a joint motion by the parties staying the case through July 6, 2010, which stay was subsequently extended by the Court until July 30, 2010, pending an attempt by the parties to resolve through mediation. The Company will be required to answer the complaint by August 30, 2010 if mediation has not been successful. On July 1, 2010, the Court extended the stay until July 30, 2010 and set August 30, 2010 as the deadline for the Company’s answer to the complaint. An adverse resolution of the lawsuit could have a material adverse effect on the Company’s consolidated financial position and results of operations in the period in which the lawsuit is resolved. The Company is not presently able to reasonably estimate potential losses, if any, related to the lawsuit and as such, has not recorded a liability in its Consolidated Balance Sheets.

On February 22, 2008, a shareholder derivative lawsuit was filed against the Company as nominal defendant and against certain of its current or former officers and certain current directors. The lawsuit was filed by Paul Pashcetto in the Circuit Court of St. Louis, Missouri. The complaint alleges, among other things, breach of fiduciary duty, abuse of control, waste of corporate assets and unjust enrichment between November 5, 2006 and February 22, 2008. The complaint seeks, among other relief, unspecified damages, costs and expenses, including attorneys’ fees, an order requiring the Company to implement certain corporate governance reforms, restitution from the defendants and such other relief as the Court might find just and proper. The Company believes that it and the other defendants have meritorious defenses to each of the claims in this lawsuit and the Company is vigorously defending the lawsuit. On July 18, 2008, the Company filed a motion to dismiss all of the claims in this lawsuit. Following filings by both parties on the Company’s motion to dismiss, on December 14, 2009, the Court denied the Company’s motion. The Company filed an answer to the complaint on January 27, 2010. There can be no assurance that the Company will be successful, and an adverse resolution of the lawsuit could have a material adverse effect on the Company’s consolidated financial position and results of operations in the period in which the lawsuit is resolved. The Company is not presently able to reasonably estimate potential losses, if any, related to the lawsuit and as such, has not recorded a liability in its Consolidated Balance Sheets.

On December 9, 2009, a purported class action lawsuit was filed against the Company and one of its subsidiaries by Nick Sotoudeh, a former employee of the Company. The lawsuit was filed in the California Superior Court, County of Contra Costa. The complaint alleges, among other things, violations of the California Labor Code, failure to pay overtime, failure to provide meal and rest periods and termination compensation and violations of California’s Unfair Competition Law. The complaint seeks, among other relief, collective and class certification of the lawsuit, unspecified damages, costs and expenses, including attorneys’ fees, and such other relief as the Court might find just and proper. The Company believes it and the other defendant have meritorious defenses to each of the claims in this lawsuit and the Company is prepared to vigorously defend the lawsuit. There can be no assurance, however, that the Company will be successful, and an adverse resolution of the lawsuit could have a material adverse effect on the Company’s consolidated financial position and results of operations in the period in which the lawsuit is resolved. The Company is not presently able to reasonably estimate potential losses, if any, related to the lawsuit and as such, has not recorded a liability in its Consolidated Balance Sheets.

In addition, the Company is subject to other routine legal proceedings, claims and litigation in the ordinary course of its business. Defending lawsuits requires significant management attention and financial resources and the outcome of any litigation, including the matters described above, is inherently uncertain. The Company does not, however, currently expect that the costs to resolve these routine matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

Other

The Company is subject to on-going federal and state income and sales tax audits, and any unfavorable rulings could materially and adversely affect its financial condition or results of operations. The Company believes reserves for these matters are adequately provided for in its consolidated financial statements.

Note 9. Business Segment Information

The Company operates three business segments. The Company Bakery-Cafe Operations segment is comprised of the operating activities of the bakery-cafes owned directly and indirectly by the Company. The Company-owned bakery-cafes conduct business under the Panera Bread^®, Saint Louis Bread Co.^® or Paradise Bakery & Café^® names. These bakery-cafes offer some or all of the following: fresh baked goods, made-to-order sandwiches on freshly baked breads, soups, salads, custom roasted coffees, and other complementary products through on-premise sales, as well as catering.

The Franchise Operations segment is comprised of the operating activities of the franchise business unit which licenses qualified operators to conduct business under the Panera Bread^® or Paradise Bakery & Café^® names and also monitors the operations of these bakery-cafes. Under the terms of most of the agreements, the licensed operators pay royalties and fees to the Company in return for the use of the Panera Bread^® or Paradise Bakery & Café^® names.

The Fresh Dough and Other Product Operations segment supplies fresh dough, produce, tuna, cream cheese and indirectly supplies proprietary sweet goods items through a contract manufacturing arrangement, to both Company-owned and franchise-operated bakery-cafes. The fresh dough is sold to a number of both Company-owned and franchise-operated bakery-cafes at a delivered cost generally not to exceed 27 percent of the retail value of the end product. The sales and related costs to the franchise-operated bakery-cafes are separately stated line items in the Consolidated Statements of Operations. The operating profit related to the sales to Company-owned bakery-cafes is classified as a reduction of the costs in the cost of food and paper products in the Consolidated Statements of Operations.

Information related to the Company’s three business segments follows (in thousands):

		For the 13 Weeks Ended								For the 26 Weeks Ended
		June 29, 2010				June 30, 2009				June 29, 2010				June 30, 2009
Revenues:
Company bakery-cafe operations		$	322,424			$	281,644			$	634,924			$	554,526
Franchise operations			21,641				19,157				42,504				37,784
Fresh dough and other product operations			66,809				106,301				120,551				159,166
Intercompany sales eliminations			(32,750	)			(76,308	)			(55,645	)			(99,973	)
Total revenues		$	378,124			$	330,794			$	742,334			$	651,503
Segment profit:
Company bakery-cafe operations		$	60,105			$	44,153			$	117,688			$	87,051
Franchise operations			20,256				15,599				39,776				32,503
Fresh dough and other product operations			6,257				5,001				12,269				9,422
Total segment profit		$	86,618			$	64,753			$	169,733			$	128,976
Depreciation and amortization		$	16,915			$	16,579			$	33,924			$	32,998
Unallocated general and administrative expenses			22,720				14,887				46,390				33,565
Pre-opening expenses			880				405				1,156				745
Interest expense			165				209				333				375
Other expense (income), net			3,010				160				3,316				(158	)
Income before income taxes		$	42,928			$	32,513			$	84,614			$	61,451
Depreciation and amortization:
Company bakery-cafe operations		$	13,990			$	13,749			$	28,105			$	27,318
Fresh dough and other product operations			1,921				1,916				3,831				3,855
Corporate administration			1,004				914				1,988				1,825
Total depreciation and amortization		$	16,915			$	16,579			$	33,924			$	32,998
Capital expenditures:
Company bakery-cafe operations		$	9,572			$	12,413			$	18,766			$	19,468
Fresh dough and other product operations			974				1,019				1,499				1,635
Corporate administration			2,782				1,110				3,528				1,542
Total capital expenditures		$	13,328			$	14,542			$	23,793			$	22,645

		June 29, 2010				December 29, 2009
Segment assets:
Company bakery-cafe operations		$	505,273			$	498,806
Franchise operations			7,254				3,850
Fresh dough and other product operations			46,620				48,616
Total segment assets		$	559,147			$	551,272
Unallocated trade and other accounts receivable			1,032				2,267
Unallocated property and equipment			17,636				14,437
Unallocated deposits and other			4,495				4,104
Other unallocated assets			304,350				265,085
Total assets		$	886,660			$	837,165

“Unallocated trade and other accounts receivable” relates primarily to rebates and interest receivable, “unallocated property and equipment” relates primarily to corporate fixed assets, “unallocated deposits and other” relates primarily to insurance deposits, and “other unallocated assets” relates primarily to cash and cash equivalents and deferred taxes.

Note 10. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except for per share data):

		For the 13 Weeks Ended								For the 26 Weeks Ended
		June 29, 2010				June 30, 2009				June 29, 2010				June 30, 2009
Amounts used for basic and diluted per share calculations:
Net income attributable to Panera Bread Company		$	26,704			$	20,029			$	52,549			$	37,461
Weighted average number of shares outstanding — basic			31,195				30,595				31,183				30,491
Effect of dilutive stock-based employee compensation awards			317				364				336				358
Weighted average number of shares outstanding — diluted			31,512				30,959				31,519				30,849
Earnings per common share attributable to Panera Bread Company:
Basic		$	0.86			$	0.65			$	1.69			$	1.23
Diluted		$	0.85			$	0.65			$	1.67			$	1.21

For the thirteen and twenty-six weeks ended June 29, 2010, options and restricted stock of zero shares and 0.1 million shares, respectively, were excluded in calculating diluted earnings per share as the exercise price exceeded fair market value and the inclusion of such shares would have been antidilutive. For the thirteen and twenty-six weeks ended June 30, 2009, options and restricted stock of 0.3 million shares and 0.5 million shares, respectively, were excluded in calculating diluted earnings per share as the exercise price exceeded fair market value and the inclusion of such shares would have been antidilutive.

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Matters discussed in this report and in our public disclosures, whether written or oral, relating to future events or our future performance, including any discussion expressed or implied, of our anticipated growth, operating results, plans, objectives and future earnings per share, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are often identified by the words “believe”, “positioned”, “estimate”, “project”, “target”, “continue”, “intend”, “expect”, “future”, “anticipate”, and similar expressions that are not statements of historical fact. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Our actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this report and those discussed from time to time in our Securities and Exchange Commission reports, including our Form 10-K for the year ended December 29, 2009 and our quarterly reports on Form 10-Q. All forward-looking statements and the internal projections and beliefs upon which we base our expectations included in this report or other periodic reports are made only as of the date made and may change. While we may elect to update forward-looking statements at some point in the future, we expressly disclaim any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

General

Panera Bread Company and its subsidiaries may be referred to as the “Company,” “Panera Bread,” or in the first person notation of “we,” “us,” and “our” in the following discussion.

Our revenues are derived from Company-owned bakery-cafe sales, fresh dough and other product sales to franchisees, and franchise royalties and fees. Fresh dough and other product sales to franchisees are primarily the sales of fresh dough, produce, tuna, and cream cheese to certain of our franchisees. Franchise royalties and fees include royalty income and franchise fees. The cost of food and paper products, labor, occupancy, and other operating expenses relate primarily to Company-owned bakery-cafe sales. The cost of fresh dough and other product sales to franchisees relates primarily to the sale of fresh dough, produce, tuna, and cream cheese to certain of our franchisees. General and administrative, depreciation and amortization, and pre-opening expenses relate to all areas of revenue generation.

Use of Non-GAAP Measurements

We include in this report information on Company-owned, franchise-operated and system-wide comparable bakery-cafe sales percentages. In fiscal 2010, we modified the method by which we determine bakery-cafes included in our comparable bakery-cafe sales percentages to include those bakery-cafes with an open date prior to the first day of our prior fiscal year, which we refer to as our base store bakery-cafes. Previously, comparable bakery-cafe sales percentages were based on bakery-cafes that had been in operation for 18 months. The modification of the method did not have a material impact on previously reported amounts. Company-owned comparable bakery-cafe sales percentages are based on sales from Company-owned bakery-cafes included in our base store bakery-cafes. Franchise-operated comparable bakery-cafe sales percentages are based on sales from franchised bakery-cafes, as reported by franchisees, that are included in our base store bakery-cafes. System-wide comparable bakery-cafe sales percentages are based on sales at both Company-owned and franchise-operated bakery-cafes that are included in our base store bakery-cafes. Acquired Company-owned and franchise-operated bakery-cafes and other restaurant or bakery-cafe concepts are included in our comparable bakery-cafe sales percentages after we have acquired a 100 percent ownership interest and such acquisition occurred prior to the first day of our prior fiscal year. Comparable bakery-cafe sales exclude closed locations.

Comparable bakery-cafe sales percentages are non-GAAP financial measures, which should not be considered in isolation or as a substitute for other measures of performance prepared in accordance with generally accepted accounting principles in the United States, (“GAAP”), and may not be equivalent to comparable bakery-cafe sales as defined or used by other companies. We do not record franchise-operated bakery-cafe sales as revenues. However, royalty revenues are calculated based on a percentage of franchise-operated bakery-cafe sales, as reported by franchisees. We use franchise-operated and system-wide sales information internally in connection with store development decisions, planning, and budgeting analyses. We believe franchise-operated and system-wide sales information is useful in assessing consumer acceptance of our brand; facilitates an understanding of our financial performance and the overall direction and trends of sales and operating income; helps us appreciate the effectiveness of our advertising and marketing initiatives, which our franchisees also contribute based on a percentage of their sales; and provides information that is relevant for comparison within the industry.

We also include in this report information on Company-owned, franchise-operated and system-wide average weekly sales. Average weekly sales are calculated by dividing total net sales in the period by operating weeks in the period. Accordingly, year-over-year results reflect sales for all locations, whereas comparable bakery-cafe sales exclude closed locations and are based on sales from bakery-cafes included in our base store bakery-cafes. New stores typically experience an opening “honeymoon” period during which they generate higher average weekly sales in the first 12 to 16 weeks they are open as customers “settle-in” to normal usage patterns from initial trial of the location. On average, the “settle-in” experienced is 5 percent to 10 percent less than the average weekly sales during the “honeymoon” period. As a result, year-over-year results of average weekly sales are generally lower than the results in comparable bakery-cafe sales. This results from the relationship of the number of bakery-cafes in the “honeymoon” phase, the number of bakery-cafes in the “settle-in” phase, and the number of bakery-cafes in the comparable bakery-cafe base.

Executive Summary of Results

For the thirteen weeks ended June 29, 2010, we earned $0.85 per diluted share with the following performance on key metrics: system-wide comparable bakery-cafe sales grew 9.9 percent compared to the thirteen weeks ended June 30, 2009 (growth of 9.6 percent for Company-owned bakery-cafes and growth of 10.1 percent for franchise-operated bakery-cafes); system-wide average weekly sales increased 9.2 percent to $42,903 ($41,940 for Company-owned bakery-cafes and $43,615 for franchise-operated bakery-cafes); and 13 new bakery-cafes opened system-wide (eight Company-owned bakery-cafes and five franchise-operated bakery-cafes); and two bakery-cafes closed system-wide (one Company-owned bakery-cafe and one franchise-operated bakery-cafe). Additionally, during the second quarter of fiscal 2010, the Company sold three bakery-cafes in its Mobile, Alabama market to an existing franchisee and acquired a majority interest in three bakery-cafes in the Ontario, Canada market from a franchisee, as described in Note 2. Our results for the thirteen weeks ended June 29, 2010 of $0.85 per diluted share included a favorable impact of $0.01 per diluted share from the repurchase of 897,556 shares under its $600.0 million share repurchase authorization. This favorable impact was offset by the negative impact of $0.05 per diluted share related to an on-going unclaimed property audit.

For the thirteen weeks ended June 30, 2009, we earned $0.65 per diluted share with the following performance on key metrics: system-wide comparable bakery-cafe sales declined 0.4 percent compared to the thirteen weeks ended June 24, 2008 (decline of 0.6 percent for Company-owned bakery-cafes and decline of 0.3 percent for franchise-operated bakery-cafes); system-wide average weekly sales decreased 1.1 percent to $39,283 ($38,492 for Company-owned bakery-cafes and $39,859 for franchise-operated bakery-cafes); 14 new bakery-cafes opened system-wide (four Company-owned bakery-cafes and ten franchise-operated bakery-cafes); and four bakery-cafes closed system-wide (two Company-owned bakery-cafes and two franchise-operated bakery-cafes). Our results for the thirteen weeks ended June 30, 2009 of $0.65 per diluted share were negatively impacted by the unfavorable year-over-year shift in the Easter holiday from March 2008 to April 2009 and also included a $0.02 per diluted share charge to increase reserves for certain state sales tax audit exposures and a $0.02 per diluted share charge for the write-off of smallwares related to the rollout of new china.

For the twenty-six weeks ended June 29, 2010, we earned $1.67 per diluted share with the following performance on key metrics: system-wide comparable bakery-cafe sales grew 9.7 percent compared to the twenty-six weeks ended June 30, 2009 (growth of 9.8 percent for Company-owned bakery-cafes and growth of 9.7 percent for franchise-operated bakery-cafes); system-wide average weekly sales increased 9.2 percent to $42,428 ($41,492 for Company-owned bakery-cafes and $43,120 for franchise-operated bakery-cafes); 21 new bakery-cafes opened system-wide (11 Company-owned bakery-cafes and 10 franchise-operated bakery-cafes); and two bakery-cafes closed system-wide (one Company-owned bakery-cafe and one franchise-operated bakery-cafe). Additionally, during the twenty-six weeks ended June 29, 2010, the Company sold three bakery-cafes in its Mobile, Alabama market to an existing franchisee and acquired a majority interest in three bakery-cafes in the Ontario, Canada market from a franchisee, as described in Note 2. Our results for twenty-six weeks ended June 29, 2010 of $1.67 per diluted share included a favorable impact of $0.01 per diluted share from the repurchase of 897,556 shares under its $600.0 million share repurchase authorization. This favorable impact was offset by the negative impact of $0.05 per diluted share related to an on-going unclaimed property audit.

For the twenty-six weeks ended June 30, 2009, we earned $1.21 per diluted share with the following performance on key metrics: system-wide comparable bakery-cafe sales growth of 0.1 percent compared to the twenty-six weeks ended June 24, 2008 (decline of 0.5 percent for Company-owned bakery-cafes and growth of 0.3 percent for franchise-operated bakery-cafes); system-wide average weekly sales decreased 0.6 percent to $38,855 ($37,936 for Company-owned bakery-cafes and $39,527 for franchise-operated bakery-cafes); 28 new bakery-cafes opened system-wide (eight Company-owned bakery-cafes and 20 franchise-operated bakery-cafes); and eight bakery-cafes closed system-wide (four Company-owned bakery-cafes and four franchise-operated bakery-cafes). Our results for the twenty-six weeks ended June 30, 2009 of $1.21 per diluted share included a $0.02 per diluted share charge to increase reserves for certain state sales tax audit exposures and a $0.02 per diluted share charge for the write-off of smallwares related to the introduction of new china.

The following table sets forth the percentage relationship to total revenues, except where otherwise indicated, of certain items included in the Consolidated Statements of Operations for the periods indicated. Percentages may not add due to rounding:

		For the 13 Weeks Ended								For the 26 Weeks Ended
		June 29, 2010				June 30, 2009				June 29, 2010				June 30, 2009
Revenues:
Bakery-cafe sales			85.3	%			85.1	%			85.5	%			85.1	%
Franchise royalties and fees			5.7				5.8				5.7				5.8
Fresh dough and other product sales to franchisees			9.0				9.1				8.7				9.1
Total revenues			100.0	%			100.0	%			100.0	%			100.0	%
Costs and expenses:
Bakery-cafe expenses (1):
Cost of food and paper products			28.1	%			29.8	%			28.5	%			29.8	%
Labor			32.0				32.2				32.1				32.5
Occupancy			7.6				8.6				7.7				8.5
Other operating expenses			13.6				13.7				13.1				13.5
Total bakery-cafe expenses			81.4				84.3				81.5				84.3
Fresh dough and other product cost of sales to franchisees (2)			81.6				83.3				81.1				84.1
Depreciation and amortization			4.5				5.0				4.6				5.1
General and administrative expenses			6.4				5.6				6.6				6.0
Pre-opening expenses			0.2				0.1				0.2				0.1
Total costs and expenses			87.8				90.1				88.1				90.5
Operating profit			12.2				9.9				11.9				9.5
Interest expense			—				0.1				—				0.1
Other expense (income), net			0.8				—				0.4				—
Income before income taxes			11.4				9.8				11.4				9.4
Income taxes			4.3				3.7				4.3				3.6
Net income			7.0				6.1				7.1				5.8
Less: net (loss) income attributable to noncontrolling interest			—				0.1				—				0.1
Net income attributable to Panera Bread Company			7.1	%			6.0	%			7.1	%			5.7	%

The following table sets forth certain information and other data relating to Company-owned and franchise-operated bakery-cafes for the periods indicated:

		For the 13 Weeks Ended								For the 26 Weeks Ended
		June 29, 2010				June 30, 2009				June 29, 2010				June 30, 2009
Number of bakery-cafes:
Company-owned:
Beginning of period			588				564				585				562
Bakery-cafes opened			8				4				11				8
Bakery-cafes closed			(1	)			(2	)			(1	)			(4	)
End of period			595				566				595				566
Franchise-operated:
Beginning of period			800				771				795				763
Bakery-cafes opened			5				10				10				20
Bakery-cafes closed			(1	)			(2	)			(1	)			(4	)
End of period			804				779				804				779
System-wide:
Beginning of period			1,388				1,335				1,380				1,325
Bakery-cafes opened			13				14				21				28
Bakery-cafes closed			(2	)			(4	)			(2	)			(8	)
End of period			1,399				1,345				1,399				1,345

Comparable Bakery-Cafe Sales

Fiscal comparable bakery-cafe sales growth (decline) for the periods indicated were as follows:

		For the 13 Weeks Ended								For the 26 Weeks Ended
		June 29, 2010				June 30, 2009				June 29, 2010				June 30, 2009
Company-owned			9.6	%			(0.6	%)			9.8	%			(0.5	%)
Franchise-operated			10.1	%			(0.3	%)			9.7	%			0.3	%
System-wide			9.9	%			(0.4	%)			9.7	%			0.1	%

In fiscal 2010, we modified the method by which we determine bakery-cafes included in our comparable bakery-cafe sales percentages to include those bakery-cafes with an open date prior to the first day of our prior fiscal year. Previously, comparable bakery-cafe sales percentages were based on bakery-cafes that had been 100 percent owned and in operation for 18 months. The modification of the method did not have a material impact on previously reported amounts.

Results of Operations

Revenues

Total revenues for the thirteen weeks ended June 29, 2010 increased 14.3 percent to $378.1 million compared to $330.8 million for the thirteen weeks ended June 30, 2009. The growth in total revenues for the thirteen weeks ended June 29, 2010 compared to the same period in 2009 was primarily due to the opening of 62 new bakery-cafes system-wide since June 30, 2009 and to the 9.9 percent increase in system-wide comparable bakery-cafe sales for the thirteen weeks ended June 29, 2010. The system-wide average weekly sales per bakery-cafe for the periods indicated were as follows:

		For the 13 Weeks Ended								Percentage
		June 29, 2010				June 30, 2009				Change
System-wide average weekly sales		$	42,903			$	39,283				9.2	%

Total revenues for the twenty-six weeks ended June 29, 2010 increased 13.9 percent to $742.3 million compared to $651.5 million for the twenty-six weeks ended June 30, 2009. The growth in total revenues for the twenty-six weeks ended June 29, 2010 compared to the same period in 2009 was primarily due to the opening of 62 new bakery-cafes system-wide since June 30, 2009, and to the 9.7 percent increase in system-wide comparable bakery-cafe sales for the twenty-six weeks ended June 29, 2010. The system-wide average weekly sales per bakery-cafe for the periods indicated were as follows:

		For the 26 Weeks Ended								Percentage
		June 29, 2010				June 30, 2009				Change
System-wide average weekly sales		$	42,428			$	38,855				9.2	%

Bakery-cafe sales for the thirteen weeks ended June 29, 2010 increased 14.5 percent to $322.4 million compared to $281.6 million for the thirteen weeks ended June 30, 2009. The increase in bakery-cafe sales for the thirteen weeks ended June 29, 2010 compared to the same period in 2009 was primarily due to the opening of 33 new Company-owned bakery-cafes since June 30, 2009 and to the 9.6 percent increase in Company-owned comparable bakery-cafe sales for the thirteen weeks ended June 29, 2010. This 9.6 percent growth in comparable bakery-cafe sales was driven by approximately 1.9 percent of transaction growth and approximately 7.7 percent average check growth. Average check growth, in turn, was comprised of retail price increases of approximately 2.5 percent and positive mix impact of approximately 5.2 percent in comparison to the same period in the prior year. In total, Company-owned bakery-cafe sales as a percentage of total revenues increased to 85.3 percent for the thirteen weeks ended June 29, 2010 as compared to 85.1 percent for the same period in 2009. In addition, the increase in average weekly sales for Company-owned bakery-cafes for the thirteen weeks ended June 29, 2010 compared to the same period in 2009 was due to an increase in transactions and average check growth. The average weekly sales per Company-owned bakery-cafe and the number of operating weeks for the periods indicated were as follows:

		For the 13 Weeks Ended								Percentage
		June 29, 2010				June 30, 2009				Change
Company-owned average weekly sales		$	41,940			$	38,492				9.0	%
Company-owned number of operating weeks			7,692				7,317				5.1	%

Bakery-cafe sales for the twenty-six weeks ended June 29, 2010 increased 14.5 percent to $634.9 million compared to $554.5 million for the twenty-six weeks ended June 30, 2009. The increase in bakery-cafe sales for the twenty-six weeks ended June 29, 2010 compared to the same period in 2009 was primarily due to the opening of 33 new Company-owned bakery-cafes since June 30, 2009, and the 9.8 percent increase in comparable Company-owned bakery-cafe sales for the twenty-six weeks ended June 29, 2010. This 9.8 percent increase in comparable bakery-cafe sales was driven by approximately 2.7 percent of transaction growth and approximately 7.1 percent average check growth. Average check growth, in turn, was comprised of retail price increases of approximately 2.0 percent and positive mix impact of approximately 5.1 percent in comparison to the same period in the prior year. In total, Company-owned bakery-cafe sales as a percentage of total revenues increased by 0.4 percentage points to 85.5 percent for the twenty-six weeks ended June 29, 2010 as compared to 85.1 percent for the same period in 2009. In addition, the increase in average weekly sales for Company-owned bakery-cafes for the twenty-six weeks ended June 29, 2010 compared to the same period in 2009 was due to an increase in transactions and average check growth. The average weekly sales per Company-owned bakery-cafe and the number of operating weeks for the periods indicated were as follows:

		For the 26 Weeks Ended								Percentage
		June 29, 2010				June 30, 2009				Change
Company-owned average weekly sales		$	41,492			$	37,936				9.4	%
Company-owned number of operating weeks			15,311				14,617				4.7	%

Franchise royalties and fees for the thirteen weeks ended June 29, 2010 increased 13.0 percent to $21.6 million compared to $19.2 million for the thirteen weeks ended June 30, 2009. The components of franchise royalties and fees for the periods indicated were as follows (in thousands):

		For the 13 Weeks Ended
		June 29, 2010				June 30, 2009
Franchise royalties		$	21,373			$	18,856
Franchise fees			268				301
Total		$	21,641			$	19,157

The increase in franchise royalty and fee revenues for the thirteen weeks ended June 29, 2010 compared to the same period in 2009 was primarily due to the opening of 29 franchise-operated bakery-cafes since June 30, 2009 and the 10.1 percent increase in comparable franchise-operated bakery-cafe sales for the thirteen weeks ended June 29, 2010. The average weekly sales per franchise-operated bakery-cafe and the related number of operating weeks for the periods indicated were as follows:

		For the 13 Weeks Ended								Percentage
		June 29, 2010				June 30, 2009				Change
Franchise-operated average weekly sales		$	43,615			$	39,859				9.4	%
Franchise-operated number of operating weeks			10,397				10,070				3.2	%

Franchise royalties and fees for the twenty-six weeks ended June 29, 2010 increased 12.5 percent to $42.5 million compared to $37.8 million for the twenty-six weeks ended June 30, 2009. The components of franchise royalties and fees for the periods indicated were as follows (in thousands):

		For the 26 Weeks Ended
		June 29, 2010				June 30, 2009
Franchise royalties		$	42,047			$	37,176
Franchise fees			457				608
Total		$	42,504			$	37,784

The increase in franchise royalty and fee revenues for the twenty-six weeks ended June 29, 2010 compared to the same period in 2009 was due to the opening of 29 franchise-operated bakery-cafes since June 30, 2009 and the 9.7 percent increase in comparable franchise-operated bakery-cafe sales for the twenty-six weeks ended June 29, 2010. The average weekly sales per franchise-operated bakery-cafe and the related number of operating weeks for the periods indicated were as follows:

		For the 26 Weeks Ended								Percentage
		June 29, 2010				June 30, 2009				Change
Franchise-operated average weekly sales		$	43,120			$	39,527				9.1	%
Franchise-operated number of operating weeks			20,703				20,001				3.5	%

As of June 29, 2010, we had 804 franchise-operated bakery-cafes open throughout the United States and we have received commitments to open 260 additional franchise-operated bakery-cafes. The timetables for opening these bakery-cafes are established in the various Area Development Agreements, referred to as ADAs, with franchisees, which provide for the majority to open in the next four to five years. An ADA requires a franchisee to develop a specified number of bakery-cafes on or before specific dates. If a franchisee fails to develop bakery-cafes on the schedule set forth in the ADA, we have the right to terminate the ADA and develop Company-owned locations or develop locations through new franchisees in that market. We may exercise one or more alternative remedies to address defaults by franchisees, including not only development defaults, but also defaults in complying with our operating and brand standards and other covenants included in the ADAs and franchise agreements. We may waive compliance with certain requirements included in our ADAs and franchise agreements if we determine such action is warranted under the particular circumstances.

Fresh dough and other product sales to franchisees for the thirteen weeks ended June 29, 2010 increased 13.7 percent to $34.1 million compared to $30.0 million for the thirteen weeks ended June 30, 2009. Fresh dough and other product sales to franchisees for the twenty-six weeks ended June 29, 2010 increased 9.6 percent to $64.9 million compared to $59.2 million for the twenty-six weeks ended June 30, 2009. The increase in fresh dough and other product sales to franchisees for the thirteen and twenty-six weeks ended June 29, 2010 was primarily driven by the previously described increased number of franchise-operated bakery-cafes opened since June 30, 2009 and due to the 10.1 percent and 9.7 percent increase in franchise-operated comparable bakery-cafe sales compared to the same thirteen and twenty-six periods in the prior year, respectively.

Costs and Expenses

The cost of food and paper products includes the costs associated with our fresh dough and other product operations that sell fresh dough and other products to Company-owned bakery-cafes, as well as the cost of food and paper products supplied by third-party vendors and distributors. The costs associated with our fresh dough and other product operations that sell fresh dough and other products to the franchise-operated bakery-cafes are excluded from the cost of food and paper products and are shown separately as fresh dough and other product cost of sales to franchisees in the Consolidated Statements of Operations.

The cost of food and paper products was $90.7 million, or 28.1 percent of bakery-cafe sales, for the thirteen weeks ended June 29, 2010 compared to $84.1 million, or 29.8 percent of bakery-cafe sales, for the thirteen weeks ended June 30, 2009. The cost of food and paper products was $181.0 million, or 28.5 percent of bakery-cafe sales, for the twenty-six weeks ended June 29, 2010 compared to $165.1 million, or 29.8 percent of bakery-cafe sales, for the twenty-six weeks ended June 30, 2009. This decrease in the cost of food and paper products as a percentage of bakery-cafe sales between the thirteen and twenty-six weeks ended June 29, 2010 compared to the same periods in 2009 was principally due to category management initiatives; purchasing improvements; food cost deflation; improved leverage of our fresh dough manufacturing costs due to additional bakery-cafe openings; and improved leverage overall from higher comparable bakery-cafe sales. For the thirteen and twenty-six weeks ended June 29, 2010, there was an average of 64.7 and 64.4 bakery-cafes per fresh dough facility compared to an average of 62.1 and 60.9 as of June 30, 2009, respectively.

Labor expense was $103.0 million, or 32.0 percent of bakery-cafe sales, for the thirteen weeks ended June 29, 2010 compared to $90.7 million, or 32.2 percent of bakery-cafe sales, for the thirteen weeks ended June 30, 2009. Labor expense was $203.7 million, or 32.1 percent of bakery-cafe sales, for the twenty-six weeks ended June 29, 2010 compared to $180.2 million, or 32.5 percent of bakery-cafe sales, for the twenty-six weeks ended June 30, 2009. The decrease in labor expense as a percentage of bakery-cafe sales between the thirteen and twenty-six weeks ended June 29, 2010 compared to the same periods in 2009 was primarily a result of improved leverage from higher comparable bakery-cafe sales and lower costs due to lower than normal self-insurance claims.

Occupancy cost was $24.7 million, or 7.6 percent of bakery-cafe sales, for the thirteen weeks ended June 29, 2010 compared to $24.1 million, or 8.6 percent of bakery-cafe sales, for the thirteen weeks ended June 30, 2009. Occupancy cost was $49.0 million, or 7.7 percent of bakery-cafe sales, for the twenty-six weeks ended June 29, 2010 compared to $47.4 million, or 8.5 percent of bakery-cafe sales, for the twenty-six weeks ended June 30, 2009. The decrease in occupancy cost as a percentage of bakery-cafe sales between the thirteen and twenty-six weeks ended June 29, 2010 compared to the same periods in 2009 was primarily a result of common area maintenance credits, as landlords spent less on common area maintenance in 2009 than in 2010, and improved leverage from higher comparable bakery-cafe sales.

Other operating expenses were $43.9 million, or 13.6 percent of bakery-cafe sales, for the thirteen weeks ended June 29, 2010 compared to $38.7 million, or 13.7 percent of bakery-cafe sales, for the thirteen weeks ended June 30, 2009. Other operating expenses were $83.5 million, or 13.1 percent of bakery-cafe sales, for the twenty-six weeks ended June 29, 2010 compared to $74.9 million, or 13.5 percent of bakery-cafe sales, for the twenty-six weeks ended June 30, 2009. The decrease in other operating expenses as a percentage of bakery-cafe sales for the thirteen and twenty-six weeks ended June 29, 2010 compared to the same periods in 2009 was primarily a result of improved leverage from higher comparable bakery-cafe sales and timing of advertising and other controllable expenses.

Fresh dough and other product cost of sales to franchisees were $27.8 million, or 81.6 percent of fresh dough and other product sales to franchisees, for the thirteen weeks ended June 29, 2010, compared to $25.0 million, or 83.3 percent of fresh dough and other product sales to franchisees, for the thirteen weeks ended June 30, 2009. Fresh dough and other product cost of sales to franchisees were $52.6 million, or 81.1 percent of fresh dough and other product sales to franchisees, for the twenty-six weeks ended June 29, 2010, compared to $49.8 million, or 84.1 percent of fresh dough and other product sales to franchisees, for the twenty-six weeks ended June 30, 2009. The decrease in the fresh dough and other product cost of sales to franchisees as a percentage of fresh dough and other product sales to franchisees for the thirteen and twenty-six weeks ended June 29, 2010 compared to the same periods in 2009 was primarily the result of the year-over-year decrease in ingredient costs, improved leverage from new bakery-cafes, and higher comparable bakery-cafe sales.

General and administrative expenses were $24.1 million, or 6.4 percent of total revenues, for the thirteen weeks ended June 29, 2010 compared to $18.4 million, or 5.6 percent of total revenues, for the thirteen weeks ended June 30, 2009. General and administrative expenses were $49.1 million, or 6.6 percent of total revenues, for the twenty-six weeks ended June 29, 2010 compared to $38.8 million, or 6.0 percent of total revenues, for the twenty-six weeks ended June 30, 2009. The increase in general and administrative expenses as a percent of total revenues for the thirteen and twenty-six weeks ended June 29, 2010 compared to the same periods in 2009 was primarily due to investments made in our marketing infrastructure and as a result of higher incentive compensation expense compared to the prior year driven by our 2010 fiscal year-to-date performance exceeding original targets, partially offset by improved leverage of our expenses from higher sales.

Interest Expense

Interest expense was $0.2 million, or 0.0 percent of total revenues, for the thirteen weeks ended June 29, 2010 compared to $0.2 million, or 0.1 percent of total revenues, for the thirteen weeks ended June 30, 2009. Interest expense was $0.3 million, or 0.0 percent of total revenues, for the twenty-six weeks ended June 29, 2010 compared to $0.4 million, or 0.1 percent of total revenues, for the twenty-six weeks ended June 30, 2009. The decrease in interest expense as a percent of total revenues for the thirteen and twenty-six weeks ended June 29, 2010 as compared to the same period in 2009 was primarily a result of increased revenues.

Other Income and Expense, net

Other income and expense, net was $3.0 million of expense, or 0.7 percent of total revenues, for the thirteen weeks ended June 29, 2010 compared to $0.2 million of expense, or 0.0 percent of total revenues, for the thirteen weeks ended June 30, 2009. Other income and expense, net was $3.3 million of expense, or 0.4 percent of total revenues, for the twenty-six weeks ended June 29, 2010 compared to $0.2 million of income, or 0.0 percent of total revenues, for the twenty-six weeks ended June 29, 2009. Other income and expense, net for the thirteen and twenty-six weeks ended June 29, 2010 was primarily comprised of charges related to unclaimed property audit exposures, certain state sales tax audit exposures, and other inconsequential items.

Income Taxes

The provision for income taxes increased to $16.3 million for the thirteen weeks ended June 29, 2010 compared to $12.3 million for the thirteen weeks ended June 30, 2009. The tax provision for the thirteen weeks ended June 29, 2010 and June 30, 2009 reflects a combined federal, state, and local effective tax rate of 37.9 percent and 37.7 percent, respectively. The provision for income taxes increased to $32.1 million for the twenty-six weeks ended June 29, 2010 compared to $23.2 million for the twenty-six weeks ended June 30, 2009. The tax provision for the twenty-six weeks ended June 29, 2010 and June 30, 2009 reflects a combined federal, state, and local effective tax rate of 38.0 percent and 37.7 percent, respectively. The increase in the thirteen and twenty-six week period rates were primarily driven by an increase in state taxes in the current year and by permanent benefits recognized in the prior period relating to differences between financial and tax reporting requirements and state tax laws.

Liquidity and Capital Resources

Cash and cash equivalents were $282.1 million at June 29, 2010, compared with $246.4 million at December 29, 2009. This increase was primarily a result of $101.0 million of cash generated from operations, $21.7 million received from the exercise of employee stock options, partially offset by the $71.4 million used to repurchase stock, and $23.8 million used on capital expenditures during the twenty-six weeks ended June 29, 2010. Our primary source of liquidity is cash provided by operations, although we have the ability to borrow under a credit facility, as described below. Historically, our principal requirements for cash have primarily resulted from our capital expenditures for the development of new Company-owned bakery-cafes, for maintaining or remodeling existing Company-owned bakery-cafes, for purchasing existing franchise-operated bakery-cafes or ownership interests in other restaurant or bakery-cafe concepts, for developing, maintaining or remodeling fresh dough facilities, and for other capital needs such as enhancements to information systems and other infrastructure.

We had working capital of $192.9 million at June 29, 2010 compared to $179.8 million at December 29, 2009. The increase in working capital from December 29, 2009 to June 29, 2010 resulted primarily from the previously described increase in cash and cash equivalents of $35.7 million, as well an increase in prepaid expenses of $9.7 million, an increase in trade accounts receivable, net of $3.6 million, and an increase of $3.6 million related to deferred income taxes, partially offset by an increase in accrued expenses of $31.0 million, and a decrease in other accounts receivable of $4.0 million. We believe that cash provided by our operations and available borrowings under our existing credit facility will be sufficient to fund our cash requirements for the foreseeable future.

A summary of our cash flows, for the periods indicated, were as follows (in thousands):

		For the 26 Weeks Ended
		June 29, 2010				June 30, 2009
Cash provided by (used in):
Operating activities		$	100,951			$	65,955
Investing activities			(21,589	)			(20,634	)
Financing activities			(43,667	)			(5,927	)
Total		$	35,695			$	39,394

Operating Activities

Cash flows provided by operating activities for the twenty-six weeks ended June 29, 2010 primarily resulted from net income, adjusted for non-cash items such as depreciation and amortization, stock-based compensation expense, deferred income taxes and the tax benefit from the exercise of stock options, an increase in accrued expenses, partially offset by an increase in prepaid expenses, and a decrease in trade and other accounts receivable, net. Cash flows provided by operating activities for the twenty-six weeks ended June 30, 2009 primarily resulted from net income, adjusted for non-cash items such as depreciation and amortization, stock-based compensation expense, deferred income taxes, an increase in deferred rent, and decreases in trade and other account receivable and inventories, partially offset by an increase in prepaid expenses and decreases in accounts payable, accrued expenses, and other long-term liabilities.

Investing Activities

Capital Expenditures

Capital expenditures are the largest ongoing component of our investing activities and include expenditures for new bakery-cafes and fresh dough facilities, improvements to existing bakery-cafes and fresh dough facilities, and other capital needs. A summary of capital expenditures for the periods indicated consisted of the following (in thousands):

		For the 26 Weeks Ended
		June 29, 2010				June 30, 2009
New bakery-cafe and fresh dough facilities		$	11,907			$	8,377
Bakery-cafe and fresh dough facility improvements			5,929				8,726
Other capital needs			5,957				5,542
Total		$	23,793			$	22,645