-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I6xzRpHXIt0KvfJw11TLu5zggzj2Or5YaWxJ5fvhUBlsA9hW+IWpx3Vz/2RdBVeP S40FbjjKJzifJmBtpzyTig== 0000950134-02-010495.txt : 20020822 0000950134-02-010495.hdr.sgml : 20020822 20020821182356 ACCESSION NUMBER: 0000950134-02-010495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020822 ITEM INFORMATION: FILED AS OF DATE: 20020822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PANERA BREAD CO CENTRAL INDEX KEY: 0000724606 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042723701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19253 FILM NUMBER: 02745200 BUSINESS ADDRESS: STREET 1: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232100 MAIL ADDRESS: STREET 1: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN COMPANY INC DATE OF NAME CHANGE: 19920501 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN CO INC DATE OF NAME CHANGE: 19940201 8-K 1 c71505e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2002 PANERA BREAD COMPANY (Exact name of registrant as specified in its charter) DELAWARE 000-19253 04-2723701 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 6710 CLAYTON ROAD 63117 RICHMOND HEIGHTS, MO (Zip Code) (Address of principal executive offices) 314-633-7100 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure. In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Panera Bread Company disclaims any intention or obligation to update or revise this information. Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the registrant's press release dated August 22, 2002, announcing their second quarter 2002 earnings. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PANERA BREAD COMPANY By: /s/ William W. Moreton ----------------------------------- Name: William W. Moreton Title: Executive Vice President and Chief Financial Officer Date: August 22, 2002 EXHIBIT INDEX
Exhibit Number Exhibit ------- ------- 99.1 Panera Press Release, dated August 22, 2002, regarding second quarter 2002 earnings.
EX-99.1 3 c71505exv99w1.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE Contact: William W. Moreton Chief Financial and Administrative Officer Phone: (314) 633-7123 PANERA BREAD SECOND QUARTER EARNINGS PER SHARE INCREASED 63% TO $0.13 St. Louis, Mo. August 22, 2002 - Panera Bread Company (Nasdaq:PNRA) today reported that net income for the 12 weeks ended July 13, 2002, rose to $3,873,000 compared to $2,354,000 for the 12 weeks ended July 14, 2001. Earnings per diluted share increased 63% to $0.13 for the 12 weeks ended July 13, 2002 from $0.08 for the 12 weeks ended July 14, 2001. Earnings per share amounts have been adjusted to reflect the two-for-one stock split payable in the form of a stock dividend on June 24, 2002. System-wide sales and total revenues increased 45% and 43%, respectively, for the 12 weeks ended July 13, 2002, compared to the 12 weeks ended July 14, 2001, as follows:
12 Weeks ended 12 Weeks Ended Percentage July 13, 2002 July 14, 2001 Increase -------------- -------------- ------------- System-wide sales $ 167,214,000 $ 115,102,000 45% Total revenues $ 62,274,000 $ 43,680,000 43%
System-wide comparable bakery-cafe sales (excluding the one specialty bakery-cafe and closed locations) increased 6.7% for the 12 weeks ended July 13, 2002 (4.6% for company-owned and 7.8% for franchised bakery-cafes). This marks the 26th consecutive quarter that Panera Bread (on a stand-alone basis) has reported positive comparable company bakery-cafe sales. Comparable bakery-cafes include those bakery-cafes that have been open for at least 18 four week periods in the reporting quarter. As of July 13, 2002, there were 414 Panera Bread bakery-cafes (including the one specialty bakery-cafe). During the 12 weeks ended July 13, 2002, 25 new Panera Bread bakery-cafes were opened and one bakery-cafe was closed, as follows:
Company-owned Franchised Total System ------------- ------------- ------------- Bakery-cafes as of April 20, 2002 117 273 390 Bakery-cafes opened 6 19 25 Bakery-cafes closed 0 -1 -1 ------------- ------------- ------------- Bakery-cafes as of July 13, 2002 123 291 414
During the second quarter, the company signed a new area development agreement in Los Angeles county for a commitment of 17 new bakery-cafes and increased an existing area development agreement in Iowa by three bakery-cafes. This brought the total number of active additional franchise commitments in place as of July 13, 2002 to 509. System-wide average weekly sales (excluding the one specialty bakery-cafe and closed locations) for the 12 weeks ended July 13, 2002, were $34,650 per week. This equates to an annualized sales volume of $1,802,000, a 6.3% increase over the same period in the prior year. A summary of bakery-cafe sales and operating weeks is as follows:
12 weeks ended 12 weeks ended Percentage July 13, 2002 July 14, 2001 Increase -------------- -------------- ------------- Average weekly bakery-cafe sales(1) $ 34,650 $ 32,590 6.3% Operating weeks(1) 4,824.7 3,525.6 36.8%
1 (1) Excludes the one specialty bakery-cafe and closed locations. Ron Shaich, chairman and chief executive officer, commented, "We are very pleased with our record second quarter results. Our 63% growth in year over year earnings per share was fueled by our very strong average unit volumes, which have risen to $1.8 million on an annualized basis, and the development activity those volumes engender. These record results further demonstrate the consumer's growing desire for a higher quality food experience rooted in bread expertise. That trend, in turn, speaks to the potential of Panera Bread to significantly expand its number of bakery-cafes and its earnings in the future." BUSINESS OUTLOOK The company continues to target full year fiscal 2002 earnings per share of $0.70, which represents a 52% increase over earnings per share of $0.46 in fiscal year 2001. The third and fourth quarters' earnings per share targets remain $0.16 and $0.24, respectively. The company is targeting comparable bakery-cafe sales increases in the 3% to 4% range. The company also continues to target the opening of 115 new bakery-cafes in 2002 (25 company-owned and 90 franchised). The remaining opening targets break down into 24 bakery-cafes in the third quarter (3 company-owned and 21 franchised) and 42 in the fourth quarter (9 company-owned and 33 franchised). The company also reiterates its commitment to the 2003 earnings per share target of $0.98, which would be a 40% increase over the 2002 earnings per share target. The company will discuss these results in a conference call today, August 22, 2002, at 1:00 PM Central Daylight Time. To access the call, go to http://www.panerabread.com/pages/a_ir_news.php, where it will also be archived for 90 days. Panera Bread Company owns and franchises bakery-cafes under the Panera Bread and Saint Louis Bread Co. names. The company is a leader in the emerging specialty bread/cafe category due to its unique bread combined with a quick, casual dining experience. Additional information is available on the company's website, www.panerabread.com. Matters discussed in this news release, including any discussion or impact, express or implied, on the Company's anticipated growth, operating results 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. The statements identified by the words "believe", "positioned", "estimate", "project", "target", "continue", "will", "intend", "expect", "future", "anticipates", and similar expressions express management's present belief, expectations or intentions regarding the Company's future performance. The Company's actual results could differ materially from those set forth in the forward-looking statements due to known and unknown risks and uncertainties and could be negatively impacted by a number of factors. These factors include but are not limited to the following: the availability of sufficient capital to the Company and the developers party to franchise development agreements with the Company; variations in the number and timing of bakery-cafe openings; public acceptance of new bakery-cafes; competition; national and regional weather conditions; changes in restaurant operating costs, particularly food and labor; and other factors that may affect retailers in general. These and other risks are discussed from time to time in the Company's SEC reports, including its Form 10-K for the year ended December 29, 2001. 2 PANERA BREAD COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts)
FOR THE TWELVE WEEKS ENDED FOR THE TWENTY-EIGHT WEEKS ENDED ------------------------------ -------------------------------- JULY 13, 2002 JULY 14, 2001 JULY 13, 2002 JULY 14, 2001 ------------- ------------- ------------- ------------- Revenues: Bakery-cafe sales .................................. $ 48,192 $ 34,445 $ 107,669 $ 76,559 Franchise royalties and fees ....................... 6,096 4,267 13,400 9,336 Commissary sales to franchisees .................... 7,986 4,968 18,210 11,061 ------------- ------------- ------------- ------------- Total revenue ................................. 62,274 43,680 139,279 96,956 ------------- ------------- ------------- ------------- Costs and expenses: Bakery-cafe expenses: Cost of food and paper products ................. 15,296 10,858 33,186 24,045 Labor ........................................... 14,619 10,250 32,563 22,670 Occupancy ....................................... 3,414 2,505 7,750 5,562 Other operating expenses ........................ 6,733 4,662 14,584 10,473 ------------- ------------- ------------- ------------- Total bakery-cafe expenses .................... 40,062 28,275 88,083 62,750 Commissary cost of sales to franchisees ............ 7,329 4,670 16,774 10,242 Depreciation and amortization ...................... 3,139 2,396 6,927 5,258 General and administrative expenses ................ 5,609 4,419 12,893 9,760 ------------- ------------- ------------- ------------- Total costs and expenses ...................... 56,139 39,760 124,677 88,010 ------------- ------------- ------------- ------------- Operating profit ...................................... 6,135 3,920 14,602 8,946 Interest expense ...................................... 6 31 14 61 Other (income) expense, net ........................... (10) 41 191 21 Minority interest ..................................... 40 -- 70 -- ------------- ------------- ------------- ------------- Income before income taxes ............................ 6,099 3,848 14,327 8,864 Income taxes .......................................... 2,226 1,494 5,229 3,450 ------------- ------------- ------------- ------------- Net income .................................... $ 3,873 $ 2,354 $ 9,098 $ 5,414 ============= ============= ============= ============= Net income per common share - basic ................... $ .13 $ .08 $ .32 $ .20 ============= ============= ============= ============= Net income per common share - diluted ................. $ .13 $ .08 $ .30 $ .19 ============= ============= ============= ============= Weighted average shares of common and common equivalent shares outstanding Basic .............................................. 28,845 27,814 28,733 27,422 ============= ============= ============= ============= Diluted ............................................ 30,025 29,300 29,874 28,793 ============= ============= ============= =============
3 PANERA BREAD COMPANY CONSOLIDATED STATEMENT OF OPERATIONS MARGIN ANALYSIS (unaudited) The following table sets forth the percentage relationship to total revenues, except where otherwise indicated, of certain items included in the Company's consolidated statements of operations for the period indicated. Percentages may not add due to rounding:
FOR THE TWELVE WEEKS ENDED FOR THE TWENTY-EIGHT WEEKS ENDED ---------------------------------- ---------------------------------- JULY 13, 2002 JULY 14, 2001 JULY 13, 2002 JULY 14, 2001 --------------- --------------- --------------- --------------- Revenues: Bakery-cafe sales ............................. 77.4% 78.9% 77.3% 79.0% Franchise royalties and fees .................. 9.8 9.8 9.6 9.6 Commissary sales to franchisees ............... 12.8 11.4 13.1 11.4 --------------- --------------- --------------- --------------- Total revenue ............................ 100.0% 100.0% 100.0% 100.0% --------------- --------------- --------------- --------------- Costs and expenses: Bakery-cafe expenses(1): Cost of food and paper products ............ 31.7 31.5 30.8 31.4 Labor ...................................... 30.3 29.8 30.2 29.6 Occupancy .................................. 7.1 7.3 7.2 7.3 Other operating expenses ................... 14.0 13.5 13.5 13.7 --------------- --------------- --------------- --------------- Total bakery-cafe expenses ............... 83.1 82.1 81.8 82.0 --------------- --------------- --------------- --------------- Commissary cost of sales to franchisees(2) .... 91.8 94.0 92.1 92.6 Depreciation and amortization ................. 5.0 5.5 5.0 5.4 General and administrative expenses ........... 9.0 10.1 9.3 10.1 --------------- --------------- --------------- --------------- Operating profit ................................. 9.9 9.0 10.5 9.2 Interest expense ................................. -- 0.1 -- 0.1 Other expense (income), net ...................... -- 0.1 0.1 -- Minority interest ................................ 0.1 -- 0.1 -- --------------- --------------- --------------- --------------- Income before income taxes ....................... 9.8 8.8 10.3 9.1 Income taxes ..................................... 3.6 3.4 3.8 3.6 --------------- --------------- --------------- --------------- Net income ............................... 6.2% 5.4% 6.5% 5.6% =============== =============== =============== ===============
(1) As a percentage of Company bakery-cafe sales. (2) As a percentage of commissary sales to franchisees. 4 -----END PRIVACY-ENHANCED MESSAGE-----