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): November 14, 2002

PANERA BREAD COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 000-19253
(Commission File Number) 04-2723701
(IRS Employer Identification No.)

6710 Clayton Road
Richmond Heights, MO
(Address of principal executive offices) 63117
(Zip Code)

314-633-7100
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 9. Regulation FD Disclosure.
SIGNATURE
EXHIBIT INDEX
EX-99.1 Press Release Re: 3rd Qtr. 2002 Earnings

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 November 14, 2002, announcing their third 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: Title:	William W. Moreton Executive Vice President and Chief Financial Officer
Date: November 14, 2002

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Panera Press Release, dated November 14, 2002, regarding third quarter 2002 earnings.

EX-99.1 3 c73057exv99w1.htm EX-99.1 PRESS RELEASE RE: 3RD QTR. 2002 EARNINGS

EXHIBIT 99.1

PRESS RELEASE
Contact: William W. Moreton
                Chief Financial and Administrative Officer
Phone: (314) 633-7123

Panera Bread Third Quarter Earnings Per Share Increased 70% to $0.17 and
Company Announces Upward Revision to 2002 and 2003 Targets

St. Louis, MO, November 14, 2002 — Panera Bread Company (Nasdaq:PNRA) today reported that net income for the 12 weeks ended October 5, 2002, increased 73% to $5,167,000 compared to $2,984,000 for the 12 weeks ended October 6, 2001. Earnings per diluted share increased 70% to $0.17 for the 12 weeks ended October 5, 2002 from $0.10 for the 12 weeks ended October 6, 2001. For the 40 weeks ended October 5, 2002, net income increased 70% to $14,265,000 compared to $8,397,000 for the 40 weeks ended October 6, 2001. Earnings per diluted share increased 66% to $0.48 for the 40 weeks ended October 5, 2002, compared to $0.29 for the 40 weeks ended October 6, 2001. Earnings per share amounts reflect the two-for-one stock split on June 24, 2002.

System-wide sales and total revenues increased 41% and 35%, respectively, for the 12 weeks ended October 5, 2002, compared to the 12 weeks ended October 6, 2001, as follows:

	12 Weeks Ended		12 Weeks Ended		Percentage
	October 5, 2002		October 6, 2001		Increase
System-wide sales	$	179,774,000	$	127,803,000		41	%
Total revenues	$	65,471,000	$	48,487,000		35	%

System-wide comparable bakery-cafe sales (excluding the one specialty bakery-cafe and closed locations) increased 5.1% for the 12 weeks ended October 5, 2002 (4.0% for company-owned and 5.5% for franchised bakery-cafes). This marks the 27th 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 period.

System-wide sales and total revenues increased 45% and 41%, respectively, for the forty weeks ended October 5, 2002, compared to the forty weeks ended October 6, 2001, as follows:

	40 Weeks Ended		40 Weeks Ended		Percentage
	October 5, 2002		October 6, 2001		Increase
System-wide sales	$	553,989,000	$	382,596,000		45	%
Total revenues	$	204,750,000	$	145,443,000		41	%

System-wide comparable bakery-cafe sales (excluding the one specialty bakery-cafe and closed locations) increased 5.7% for the 40 weeks ended October 5, 2002 (4.7% for company-owned and 6.2% for franchised bakery-cafes).

System-wide average weekly sales (excluding the one specialty bakery-cafe and closed locations) for the 12 weeks ended October 5, 2002, were $35,533 per week. This equates to an annualized sales volume of $1,848,000, a 4.9% 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
	October 5, 2002		October 6, 2001		Increase
Average weekly bakery-cafe sales(1)	$	35,533	$	33,880		4.9	%
Operating weeks(1)		5,056.7		3,766.6		34.3	%

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System-wide average weekly sales (excluding the one specialty bakery-cafe and closed locations) for the 40 weeks ended October 5, 2002, were $34,784 per week. This equates to an annualized sales volume of $1,809,000 a 5.7% increase over the same period in the prior year. A summary of bakery-cafe sales and operating weeks is as follows:

	40 Weeks Ended		40 Weeks Ended		Percentage
	October 5, 2002		October 6, 2001		Increase
Average weekly bakery-cafe sales(1)	$	34,784	$	32,918		5.7	%
Operating weeks(1)		15,914.4		11,594.0		37.3	%

(1) Excludes the one specialty bakery-cafe and closed locations.

As of October 5, 2002, there were 436 Panera Bread bakery-cafes (including the one specialty bakery-cafe). During the 12 weeks ended October 5, 2002, 23 new Panera Bread bakery-cafes were opened and one bakery-cafe was closed, as follows:

	Company-owned			Franchised		Total System
Bakery-cafes as of July 13, 2002		123			291		414
Bakery-cafes opened		3			20		23
Bakery-cafes closed		(1	)		—		(1	)
Bakery-cafes as of October 5, 2002		125			311		436

During the third quarter, the Company signed two new area development agreements in Southern California representing additional commitments of 30 new bakery-cafes. Additionally, the Company amended two existing area development agreements in North Carolina to add nine additional bakery-cafe commitments. This brought the total backlog of active additional franchise commitments in place, as of October 5, 2002, to 528.

Business Outlook

The Company continues to target fourth quarter earnings per share of $0.24, which would result in an increased earnings per share target of $0.71 for the full fiscal year 2002. This represents a 54% increase over the earnings per share of $0.46 in fiscal year 2001.

The Company is targeting fourth quarter comparable bakery-cafe sales in the 3% to 4% range and continues to expect to open 115 bakery-cafes (25 company-owned and 90 franchised) for the full year 2002. This means that the development target is 43 bakery-cafes (9 company and 34 franchised) for the fourth quarter.

The Company is raising its 2003 earnings per share target to $0.99, which represents nearly a 40% increase over the 2002 target. The increase in the 2003 target is based on an increase in the 2003 development target to 120 bakery-cafes (28 company-owned and 92 franchised).

Ron Shaich, chairman and chief executive officer, concluded by commenting, “Our strong average unit volumes, which are among the highest retail volumes in our industry (outside of casual dining), combined with strong comparable bakery-cafe sales and returns on investment, have fueled Panera Bread’s ability to grow rapidly over the last few years. Growth, in turn, has enabled Panera Bread (on a stand-alone basis) to produce an industry leading 78% compounded annual growth rate in earnings per share over the last four years (assuming we meet our 2002 target). Our 2003 earnings per share growth target, which we fully intend to meet, represents the most aggressive target of any public restaurant company we are aware of. Our earnings performance, combined with our expectation that the Panera Bread system will deliver in excess of $1 billion in system-wide sales in 2003, is indicative of the strength of our concept and the consumers’ reaction to it. Recognizing that we are still in the early stages of the Panera story, we are quite gratified to find that Panera

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Bread has quickly become a very significant brand with the elements in place that will enable us to create an even more exciting future.”

The Company will discuss these results in a conference call today, November 14, 2002, at 1:00 PM Central Standard 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. 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.

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PANERA BREAD COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts

				For the Twelve Weeks Ended				For the Forty Weeks Ended
				Oct. 5, 2002		Oct. 6, 2001		Oct. 5, 2002		Oct. 6, 2001
Revenues:
	Bakery-cafe sales			$	50,270	$	38,486	$	157,939	$	115,045
	Franchise royalties and fees				6,699		4,481		20,099		13,817
	Commissary sales to franchisees				8,502		5,520		26,712		16,581
			Total revenue		65,471		48,487		204,750		145,443
Costs and expenses:
	Bakery-cafe expenses:
		Cost of food and paper products			15,301		11,986		48,335		35,908
		Labor			14,776		11,017		46,959		33,330
		Occupancy			3,368		2,716		11,118		8,278
		Other operating expenses			6,528		5,107		21,112		15,580
			Total bakery-cafe expenses		39,973		30,826		127,524		93,096
	Commissary cost of sales to franchisees				7,975		5,209		24,749		15,447
	Depreciation and amortization				3,244		2,613		10,171		7,872
	General and administrative expenses				5,735		4,720		18,628		14,479
	Pre-opening expense				259		126		791		610
			Total costs and expenses		57,186		43,494		181,863		131,504
Operating profit					8,285		4,993		22,887		13,939
Interest expense					11		16		25		77
Other expense, net					76		85		267		107
Minority interest					61		—		131		—
Income before income taxes					8,137		4,892		22,464		13,755
Income taxes					2,970		1,908		8,199		5,358
			Net income	$	5,167	$	2,984	$	14,265	$	8,397
Net income per common share — basic				$	.18	$	.11	$	.49	$	.30
Net income per common share — diluted				$	.17	$	.10	$	.48	$	.29
Weighted average shares of common and common equivalent shares outstanding Basic					29,072		27,967		28,834		27,631
	Diluted				30,094		29,345		29,902		28,896

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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 Forty Weeks Ended
				Oct. 5, 2002			Oct. 6, 2001			Oct. 5, 2002			Oct. 6, 2001
Revenues:
	Bakery-cafe sales				76.8	%		79.4	%		77.1	%		79.1	%
	Franchise royalties and fees				10.2			9.2			9.8			9.5
	Commissary sales to franchisees				13.0			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			30.4			31.1			30.6			31.2
		Labor			29.4			28.6			29.7			29.0
		Occupancy			6.7			7.1			7.0			7.2
		Other operating expenses			13.0			13.3			13.4			13.5
			Total bakery-cafe expenses		79.5			80.1			80.7			80.9
	Commissary cost of sales to franchisees(2)				93.8			94.4			92.7			93.2
	Depreciation and amortization				5.0			5.4			5.0			5.4
	General and administrative expenses				8.8			9.7			9.1			10.0
	Pre-opening Costs				0.4			0.3			0.4			0.4
Operating profit					12.7			10.3			11.2			9.6
Interest expense					—			—			—			0.1
Other expense, net					0.1			0.2			0.1			0.1
Minority interest					0.1			—			0.1			—
Income before income taxes					12.4			10.1			11.0			9.5
Income taxes					4.5			3.9			4.0			3.7
			Net income		7.9	%		6.2	%		7.0	%		5.8	%

(1)	As a percentage of Company bakery-cafe sales.
(2)	As a percentage of commissary sales to franchisees.

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EX-99.1

Panera Bread Company