pbpb-10q_20160626.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x

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

For the Quarterly Period Ended June 26, 2016

OR

o

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

For the Transition Period from                      to                     

Commission File Number: 001-36104

 

Potbelly Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

36-4466837

(State or Other Jurisdiction of

Incorporation)

 

(IRS Employer

Identification Number)

111 N. Canal Street, Suite 850

Chicago, Illinois 60606

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (312) 951-0600

 

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.    Yes  x    No  o

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).    Yes  x    No  o

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

 

 

Large accelerated filer

 

o

 

  

Accelerated filer

 

x

 

 

 

 

 

Non-accelerated filer

 

o

  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common stock, $0.01 Par Value – 25,192,902 shares as of July 29, 2016

 

 

 

 

 


POTBELLY CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

 

 

 

 

Page

PART I.

 

FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

3

 

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

4

 

 

 

 

 

 

Condensed Consolidated Statement of Equity

 

5

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

6

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

7

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

11

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

17

 

 

 

 

Item 4.

 

Controls and Procedures

 

17

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

19

 

 

 

 

Item 1A.

 

Risk Factors

 

19

 

 

 

 

Item 2.

 

Unregistered Sale of Equity Securities and Use of Proceeds

 

19

 

 

 

 

Item 6.

 

Exhibits

 

19

 

 

 

 

 

 

Signature

 

20

 

 

2


POTBELLY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(amounts in thousands, except share and par value data, unaudited)

 

 

 

June 26,

 

 

December 27,

 

 

 

2016

 

 

2015

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

29,921

 

 

$

32,006

 

Accounts receivable, net of allowances of $126 and $14 as of June 26, 2016 and

     December 27, 2015, respectively

 

 

4,554

 

 

 

4,461

 

Inventories

 

 

3,039

 

 

 

3,159

 

Prepaid expenses and other current assets

 

 

5,191

 

 

 

10,155

 

Total current assets

 

 

42,705

 

 

 

49,781

 

Property and equipment, net

 

 

95,812

 

 

 

97,434

 

Indefinite-lived intangible assets

 

 

3,404

 

 

 

3,404

 

Goodwill

 

 

2,222

 

 

 

1,428

 

Deferred income taxes, non-current

 

 

18,162

 

 

 

18,439

 

Deferred expenses, net and other assets

 

 

3,989

 

 

 

4,021

 

Total assets

 

$

166,294

 

 

$

174,507

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,913

 

 

$

5,762

 

Accrued expenses

 

 

18,090

 

 

 

19,277

 

Accrued income taxes

 

 

1,281

 

 

 

143

 

Total current liabilities

 

 

23,284

 

 

 

25,182

 

Deferred rent and landlord allowances

 

 

18,398

 

 

 

17,820

 

Other long-term liabilities

 

 

1,490

 

 

 

1,292

 

Total liabilities

 

 

43,172

 

 

 

44,294

 

Equity

 

 

 

 

 

 

 

 

Common stock, $0.01 par value—authorized, 200,000,000 shares; outstanding

     25,357,542 and 26,304,261 shares as of June 26, 2016 and

     December 27, 2015, respectively

 

 

306

 

 

 

303

 

Warrants

 

 

909

 

 

 

909

 

Additional paid-in-capital

 

 

404,585

 

 

 

399,458

 

Treasury stock, held at cost, 5,302,754 and 4,033,910 shares as of June 26, 2016,

     and December 27, 2015, respectively

 

 

(66,622

)

 

 

(50,000

)

Accumulated deficit

 

 

(216,785

)

 

 

(221,246

)

Total stockholders’ equity

 

 

122,393

 

 

 

129,424

 

Non-controlling interest

 

 

729

 

 

 

789

 

Total equity

 

 

123,122

 

 

 

130,213

 

Total liabilities and equity

 

$

166,294

 

 

$

174,507

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

3


POTBELLY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(amounts in thousands, except share and per share data, unaudited)

 

 

 

For the 13 Weeks Ended

 

 

For the 26 Weeks Ended

 

 

 

June 26,

 

 

June 28,

 

 

June 26,

 

 

June 28,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop sales, net

 

$

104,466

 

 

$

95,566

 

 

$

199,892

 

 

$

180,963

 

Franchise royalties and fees

 

 

570

 

 

 

383

 

 

 

1,099

 

 

 

754

 

Total revenues

 

 

105,036

 

 

 

95,949

 

 

 

200,991

 

 

 

181,717

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold, excluding depreciation

 

 

28,500

 

 

 

27,253

 

 

 

54,746

 

 

 

51,598

 

Labor and related expenses

 

 

29,935

 

 

 

27,152

 

 

 

58,097

 

 

 

51,752

 

Occupancy expenses

 

 

13,174

 

 

 

11,539

 

 

 

25,931

 

 

 

22,886

 

Other operating expenses

 

 

10,687

 

 

 

9,970

 

 

 

21,232

 

 

 

19,627

 

General and administrative expenses

 

 

10,305

 

 

 

9,643

 

 

 

20,828

 

 

 

18,474

 

Depreciation expense

 

 

5,676

 

 

 

5,288

 

 

 

11,340

 

 

 

10,439

 

Pre-opening costs

 

 

239

 

 

 

536

 

 

 

391

 

 

 

1,077

 

Impairment and loss on disposal of property and equipment

 

 

1,008

 

 

 

484

 

 

 

1,025

 

 

 

832

 

Total expenses

 

 

99,524

 

 

 

91,865

 

 

 

193,590

 

 

 

176,685

 

Income from operations

 

 

5,512

 

 

 

4,084

 

 

 

7,401

 

 

 

5,032

 

Interest expense

 

 

41

 

 

 

63

 

 

 

69

 

 

 

124

 

Income before income taxes

 

 

5,471

 

 

 

4,021

 

 

 

7,332

 

 

 

4,908

 

Income tax expense

 

 

2,039

 

 

 

1,563

 

 

 

2,772

 

 

 

1,914

 

Net income

 

 

3,432

 

 

 

2,458

 

 

 

4,560

 

 

 

2,994

 

Net income (loss) attributable to non-controlling interest

 

 

59

 

 

 

(3

)

 

 

99

 

 

 

2

 

Net income attributable to Potbelly Corporation

 

$

3,373

 

 

$

2,461

 

 

$

4,461

 

 

$

2,992

 

Net income per common share attributable to common

   stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

$

0.09

 

 

$

0.17

 

 

$

0.10

 

Diluted

 

$

0.13

 

 

$

0.08

 

 

$

0.17

 

 

$

0.10

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

25,818,571

 

 

 

28,594,712

 

 

 

26,039,082

 

 

 

28,749,898

 

Diluted

 

 

26,459,087

 

 

 

29,364,689

 

 

 

26,597,012

 

 

 

29,520,163

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

4


POTBELLY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

(amounts in thousands, except share data, unaudited)

 

 

 

Common Stock

 

 

Treasury

 

 

 

 

 

 

Additional Paid-In-

 

 

Accumulated

 

 

Non-Controlling

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Stock

 

 

Warrants

 

 

Capital

 

 

Deficit

 

 

Interest

 

 

Total Equity

 

Balance at December 28, 2014

 

 

28,934,700

 

 

$

298

 

 

$

(10,246

)

 

$

909

 

 

$

391,972

 

 

$

(226,874

)

 

$

266

 

 

$

156,325

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,992

 

 

 

2

 

 

 

2,994

 

Exercise of stock options

 

 

358,794

 

 

 

3

 

 

 

 

 

 

 

 

 

3,062

 

 

 

 

 

 

 

 

 

3,065

 

Excess tax benefits

   associated with exercise

   of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

224

 

 

 

 

 

 

 

 

 

224

 

Repurchases of common

   stock

 

 

(922,316

)

 

 

 

 

 

(12,546

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,546

)

Capital distribution to non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

(8

)

Contributions from non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

326

 

 

 

326

 

Amortization of

   stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,127

 

 

 

 

 

 

 

 

 

1,127

 

Balance at June 28, 2015

 

 

28,371,178

 

 

$

301

 

 

$

(22,792

)

 

$

909

 

 

$

396,385

 

 

$

(223,882

)

 

$

586

 

 

$

151,507

 

Balance at December 27, 2015

 

 

26,304,261

 

 

$

303

 

 

$

(50,000

)

 

$

909

 

 

$

399,458

 

 

$

(221,246

)

 

$

789

 

 

$

130,213

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,461

 

 

 

99

 

 

 

4,560

 

Exercise of stock options

 

 

322,125

 

 

 

3

 

 

 

 

 

 

 

 

 

3,645

 

 

 

 

 

 

 

 

 

3,648

 

Excess tax benefits

   associated with exercise

   of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

16

 

Repurchases of common

   stock

 

 

(1,268,844

)

 

 

 

 

 

(16,622

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,622

)

Capital distribution to non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(159

)

 

 

(159

)

Amortization of

   stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,466

 

 

 

 

 

 

 

 

 

1,466

 

Balance at June 26, 2016

 

 

25,357,542

 

 

$

306

 

 

$

(66,622

)

 

$

909

 

 

$

404,585

 

 

$

(216,785

)

 

$

729

 

 

$

123,122

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

5


POTBELLY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(amounts in thousands, unaudited)

 

 

 

For the 26 Weeks Ended

 

 

 

June 26,

 

 

June 28,

 

 

 

2016

 

 

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

4,560

 

 

$

2,994

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

11,340

 

 

 

10,439

 

Deferred income tax

 

 

293

 

 

 

190

 

Deferred rent and landlord allowances

 

 

579

 

 

 

1,769

 

Amortization of stock compensation expense

 

 

1,466

 

 

 

1,127

 

Excess tax benefit from stock-based compensation

 

 

(16

)

 

 

(224

)

Asset impairment, store closure and disposal of property and equipment

 

 

1,028

 

 

 

887

 

Amortization of debt issuance costs

 

 

16

 

 

 

35

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(93

)

 

 

(1,018

)

Inventories

 

 

138

 

 

 

(52

)

Prepaid expenses and other assets

 

 

4,616

 

 

 

904

 

Accounts payable

 

 

(1,511

)

 

 

(730

)

Accrued and other liabilities

 

 

1,902

 

 

 

2,641

 

Net cash provided by operating activities

 

 

24,318

 

 

 

18,962

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Acquisition of franchise shop

 

 

(1,108

)

 

 

 

Purchases of property and equipment

 

 

(12,178

)

 

 

(17,901

)

Net cash used in investing activities

 

 

(13,286

)

 

 

(17,901

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Payments on note payable

 

 

 

 

 

(1,022

)

Proceeds from exercise of stock options

 

 

3,813

 

 

 

3,743

 

Payment of payroll taxes related to stock-based compensation awards

 

 

(165

)

 

 

(678

)

Treasury stock repurchase

 

 

(16,622

)

 

 

(12,546

)

Excess tax benefit from stock-based compensation

 

 

16

 

 

 

224

 

Contributions from non-controlling interest

 

 

 

 

 

326

 

Distribution to non-controlling interest

 

 

(159

)

 

 

(8

)

Net cash used in financing activities

 

 

(13,117

)

 

 

(9,961

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(2,085

)

 

 

(8,900

)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

32,006

 

 

 

63,005

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

29,921

 

 

$

54,105

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Income taxes paid

 

$

714

 

 

$

230

 

Interest paid

 

 

57

 

 

 

114

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Unpaid liability for purchases of property and equipment

 

$

1,580

 

 

$

2,931

 

 

See accompanying notes to the unaudited condensed consolidated financial statements

 

 

 

6


POTBELLY CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

 

(1) Organization and Other Matters

Business

Potbelly Corporation (the “Company” or “Potbelly”), through its wholly-owned subsidiaries, operates or franchises Potbelly Sandwich Works sandwich shops in 29 states and the District of Columbia. The Company also sells and administers franchises of Potbelly Sandwich Works sandwich shops. The first domestic and international franchise locations administered by the Company opened during February 2011. In July 2015, the Company opened its first franchise shop in the United Kingdom. Additionally, during April 2016, the Company transitioned a franchise shop to a company-operated shop for a purchases price of $1.1 million. The Company recorded $0.8 million of goodwill related to the transaction. The Company believes this acquisition is immaterial.

The table below sets forth a rollforward of company-operated and franchise-operated activities:

 

 

 

Company-

 

 

Franchise-Operated

 

 

Total

 

 

 

Operated

 

 

Domestic

 

 

International

 

 

Total

 

 

Company

 

Shops as of December 28, 2014

 

 

334

 

 

 

17

 

 

 

12

 

 

 

29

 

 

 

363

 

Shops opened

 

 

17

 

 

 

 

 

 

1

 

 

 

1

 

 

 

18

 

Shops closed

 

 

(2

)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(3

)

Shops as of June 28, 2015

 

 

349

 

 

 

17

 

 

 

12

 

 

 

29

 

 

 

378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shops as of December 27, 2015

 

 

372

 

 

 

24

 

 

 

12

 

 

 

36

 

 

 

408

 

Shops opened

 

 

9

 

 

 

4

 

 

 

1

 

 

 

5

 

 

 

14

 

Shop purchased from franchisee

 

 

1

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

 

Shop closed

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

Shops as of June 26, 2016

 

 

382

 

 

 

27

 

 

 

12

 

 

 

39

 

 

 

421

 

 

Basis of Presentation

The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of Potbelly Corporation and its subsidiaries and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2015. The unaudited condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), that are necessary to present fairly the Company’s financial position as of June 26, 2016 and December 27, 2015, its statement of operations for the 13 and 26 weeks ended June 26, 2016 and June 28, 2015 and its statement of cash flows for the 26 weeks ended June 26, 2016 and June 28, 2015 have been included. The consolidated statements of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Potbelly Corporation; its wholly owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s wholly owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works LLC (“LLC”); 17 of LLC’s wholly owned subsidiaries and LLC’s five joint ventures, collectively, the “Company.” All significant intercompany balances and transactions have been eliminated in consolidation. For consolidated joint ventures, non-controlling interest represents a non-controlling partner’s share of the assets, liabilities and operations related to the five joint venture investments. The Company has ownership interests ranging from 51-80% in these consolidated joint ventures.

7


POTBELLY CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Fiscal Year

The Company uses a 52/53-week fiscal year that ends on the last Sunday of the calendar period. Approximately every five or six years a 53rd week is added. Fiscal years 2016 and 2015 each consist of 52 weeks. The fiscal quarters ended June 26, 2016 and June 28, 2015 each consisted of 13 weeks.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, primarily related to long-lived assets and income taxes, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New and Revised Financial Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and IFRS. The FASB has approved a one-year deferral of the effective date of ASU 2014-09, such that it will become effective for the annual period beginning after December 15, 2017. In addition, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12 in March 2016, April 2016, and May 2016, respectively, to help provide interpretive clarifications on the new guidance in ASC Topic 606. The Company is evaluating the effect this guidance will have on the Company’s consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its financial statements and disclosures.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The pronouncement requires the Company’s management to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern. The pronouncement is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company’s financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which will replace the existing guidance in ASC 840, “Leases”. The pronouncement requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The pronouncement is effective for fiscal years beginning after December 15, 2018, including annual and interim periods thereafter. In addition, the pronouncement requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. The Company is evaluating the impact this standard will have on its financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-04, “Recognition of Breakage for Certain Prepaid Stored-Value Products”. This pronouncement clarifies when it is acceptable to recognize the unredeemed portion of prepaid gift cards into income. This pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is evaluating the impact this standard will have on its financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718)”. The pronouncement simplifies the accounting for the taxes related to stock-based compensation, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification within the statement of cash flows. The pronouncement is effective for annual periods beginning after December 15, 2016, including annual and interim periods thereafter. The Company is evaluating the impact this standard will have on its financial statements and disclosures.

 

 

(2) Fair Value Measurement

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate fair values due to the short maturities of these balances.

8


POTBELLY CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

The Company assesses potential impairments to its long-lived assets, which includes property and equipment, on a quarterly basis or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Shop-level assets are grouped at the individual shop-level for the purpose of the impairment assessment. Recoverability of an asset is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. The fair value of the shop assets is determined using the discounted future cash flow method of anticipated cash flows through the shop’s lease-end date using fair value measurement inputs classified as Level 3. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. After performing a periodic review of the Company’s shops during each quarter of 2016, it was determined that indicators of impairment were present for certain shops during the 13 weeks ended June 26, 2016 as a result of continued underperformance. The Company performed an impairment analysis related to these shops and recorded an impairment charge of $1.0 million for the 13 and 26 weeks ended June 26, 2016 related to the excess of the carrying amounts recorded on the balance sheet over the shops estimated fair value. The Company recorded impairment charges of $0.3 million and $0.6 million for the 13 and 26 weeks ended June 28, 2015, respectively.

 

(3) Earnings per share

Basic and diluted income per share are calculated using the weighted average number of shares outstanding for the period as follows:

 

 

 

For the 13 Weeks Ended

 

 

For the 26 Weeks Ended

 

 

 

June 26,

 

 

June 28,

 

 

June 26,

 

 

June 28,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income attributable to Potbelly Corporation

 

$

3,373

 

 

$

2,461

 

 

$

4,461

 

 

$

2,992

 

Weighted average common shares outstanding-basic

 

 

25,818,571

 

 

 

28,594,712

 

 

 

26,039,082

 

 

 

28,749,898

 

Plus: Effect of potential stock options exercise

 

 

581,971

 

 

 

708,271

 

 

 

504,761

 

 

 

709,276

 

Plus: Effect of potential warrant exercise

 

 

58,545

 

 

 

61,706

 

 

 

53,169

 

 

 

60,989

 

Weighted average common shares outstanding-diluted

 

 

26,459,087

 

 

 

29,364,689

 

 

 

26,597,012

 

 

 

29,520,163

 

Income per share available to common stockholders-basic

 

$

0.13

 

 

$

0.09

 

 

$

0.17

 

 

$

0.10

 

Income per share available to common stockholders-diluted

 

$

0.13

 

 

$

0.08

 

 

$

0.17

 

 

$

0.10

 

Potentially dilutive shares that are considered anti-dilutive:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common share options

 

 

1,003,718

 

 

 

491,494

 

 

 

1,238,252

 

 

 

609,084

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4) Income Taxes

The Company recognized income tax expense of $2.0 million on pre-tax income of $5.5 million, or an effective tax rate of 37.3%, for the 13 weeks ended June 26, 2016, compared to income tax expense of $1.6 million on pre-tax income of $4.0 million, or an effective tax rate of 38.9%, for the 13 weeks ended June 28, 2015. The Company recognized income tax expense of $2.8 million on pre-tax income of $7.3 million, or an effective tax rate of 37.8%, for the 26 weeks ended June 26, 2016, compared to income tax expense of $1.9 million on pre-tax income of $4.9 million, or an effective tax rate of 39.0%, for the 26 weeks ended June 28, 2015. The difference between the federal statutory rate and the effective tax rate for both the 13 and 26 weeks ended June 26, 2016 is primarily attributable to state income taxes offset by certain federal and state tax credits.

 

 

(5) Capital Stock

On September 8, 2015, the Company’s Board of Directors authorized a share repurchase program of up to $35.0 million of the Company’s common stock.  This program permits the Company, from time to time, to purchase shares in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended) or in privately negotiated transactions. During the 26 weeks ended June 26, 2016, the Company repurchased 1,268,844 shares of its common stock for approximately $16.6 million, including cost and commission, in open market transactions. As of June 26, 2016, the remaining dollar value of authorization under the share repurchase program was $3.4 million, which does not include commission. Repurchased shares are included as treasury stock in the condensed consolidated balance sheets and the condensed consolidated statement of equity.

 

 

9


POTBELLY CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

(6) Stock-Based Compensation

Throughout the 26 weeks ended June 26, 2016, the Company issued 367,789 stock options under the 2013 Long-Term Incentive Plan to eligible employees and key executives. The fair value of the options was determined using the Black-Scholes option pricing model. The weighted average fair value of options granted during the 26 weeks ended June 26, 2016 was $7.05 per share, as estimated using the following weighted average assumptions: expected life of options – seven years; volatility – 49.41%; risk-free interest rate – 1.67%; and dividend yield – 0.0%. The Company used the simplified method for determining the expected life of the options. Beginning October 2015, expected volatility of the options was calculated using the Company’s historical data since its initial public offering. Prior to October 2015, the Company calculated expected volatility of the options based on historical data from selected peer public company restaurants.

A summary of activity for the 26 weeks ended June 26, 2016 is as follows:

Options

 

Shares

(Thousands)

 

 

Weighted

Average

Exercise

Price

 

 

Aggregate

Intrinsic

Value

(Thousands)

 

 

Weighted

Average

Remaining

Term

(Years)

 

Outstanding—December 27, 2015

 

 

4,368

 

 

$

10.53

 

 

$

9,742

 

 

 

5.10

 

Granted

 

 

368

 

 

 

13.65

 

 

 

 

 

 

 

 

 

Exercised

 

 

(307

)

 

 

11.85

 

 

 

 

 

 

 

 

 

Canceled

 

 

(103

)

 

 

14.42

 

 

 

 

 

 

 

 

 

Outstanding—June 26, 2016

 

 

4,326

 

 

 

10.61

 

 

$

10,461

 

 

 

5.15

 

Exercisable—June 26, 2016

 

 

3,136

 

 

 

9.58

 

 

$

9,860

 

 

 

3.86

 

 

In accordance with ASC Topic 718, Compensation—Stock Compensation, stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period, which is generally the vesting period of the grant, with a corresponding increase to additional paid-in-capital. For the 13 and 26 weeks ended June 26, 2016, the Company recognized stock-based compensation of $0.8 million and $1.5 million, respectively. For the 13 and 26 weeks ended June 28, 2015, the Company recorded stock-based compensation of $0.6 million and $1.1 million, respectively. As of June 26, 2016, the unrecognized stock-based compensation expense was $7.0 million, which will be recognized through fiscal year 2020. The Company records stock-based compensation expense within general and administrative expenses in the consolidated statements of operations.

In May 2015, the Company issued 30,856 shares of restricted stock units (“RSUs”) to certain non-employee members of its Board of Directors. The RSUs had a grant-date fair value of $14.26 upon issuance and have a vesting schedule of 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. In August 2015, the Company issued 5,221 shares of RSUs to the new non-employee member of its Board of Directors. The RSUs had a grant-date fair value of $11.88 upon issuance and have a vesting schedule of 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. In May 2016, the Company issued 52,558 shares of RSUs to certain non-employee members of its Board of Directors. The RSUs had a grant-date fair value of $13.27 upon issuance and have a vesting schedule of 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date.

 

 

 

10


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2015. This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and involves numerous risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and generally contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “strives,” “goal,” “estimates,” “forecasts,” “projects” or “anticipates” or similar expressions. Our forward-looking statements are subject to risks and uncertainties, which may cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2015, for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward-looking statements.

Overview

Potbelly is a fast-growing neighborhood sandwich concept offering toasty warm sandwiches, signature salads and other fresh menu items served by engaging people in an environment that reflects the Potbelly brand. Our combination of product, people and place is how we deliver on our passion to be “The Best Place for Lunch.” Our sandwiches, salads and hand-dipped milkshakes are all made fresh to order and our cookies are baked fresh each day. Our employees are trained to engage with our customers in a genuine way to provide a personalized experience. Our shops feature vintage design elements and locally-themed décor inspired by the neighborhood that we believe create a lively atmosphere. Through this combination, we believe we are creating a devoted base of Potbelly fans that return again and again and that we are expanding one sandwich shop at a time.

We believe that a key to our past and future success is our culture. It is embodied in The Potbelly Advantage, which is an expression of our Vision, Mission, Passion and Values, and the foundation of everything we do. Our Vision is for our customers to feel that we are their “Neighborhood Sandwich Shop” and to tell others about their great experience. Our Mission is to make people really happy, to make more money and to improve every day. Our Passion is to be “The Best Place for Lunch.” Our Values embody both how we lead and how we behave, and form the cornerstone of our culture. We use simple language that resonates from the frontline associate to the most senior levels of the organization, creating shared expectations and accountabilities in how we approach our day-to-day activities. We strive to be a fun, friendly and hardworking group of people who enjoy taking care of our customers, while at the same time taking care of each other.

11


 

13 Weeks Ended June 26, 2016 Compared to 13 Weeks Ended June 28, 2015

The following table presents information comparing the components of net income for the periods indicated (dollars in thousands):

 

 

For the 13 Weeks Ended

 

 

 

 

 

 

 

 

 

 

 

June 26, 2016

 

 

% of

Revenues

 

 

June 28, 2015

 

 

% of

Revenues

 

 

Increase

(Decrease)

 

 

Percent

Change

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop sales, net

 

$

104,466

 

 

 

99.5

%

 

$

95,566

 

 

 

99.6

%

 

$

8,900

 

 

 

9.3

%

Franchise royalties and fees

 

 

570

 

 

 

0.5

 

 

 

383

 

 

 

0.4

 

 

 

187

 

 

 

48.8

 

Total revenues

 

 

105,036

 

 

 

100.0

 

 

 

95,949

 

 

 

100.0

 

 

 

9,087

 

 

 

9.5

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold, excluding

   depreciation

 

 

28,500

 

 

 

27.1

 

 

 

27,253

 

 

 

28.4

 

 

 

1,247

 

 

 

4.6

 

Labor and related expenses

 

 

29,935

 

 

 

28.5

 

 

 

27,152

 

 

 

28.3

 

 

 

2,783

 

 

 

10.2

 

Occupancy expenses

 

 

13,174

 

 

 

12.5

 

 

 

11,539

 

 

 

12.0

 

 

 

1,635

 

 

 

14.2

 

Other operating expenses

 

 

10,687

 

 

 

10.2

 

 

 

9,970

 

 

 

10.4

 

 

 

717

 

 

 

7.2

 

General and administrative expenses

 

 

10,305

 

 

 

9.8

 

 

 

9,643

 

 

 

10.1

 

 

 

662

 

 

 

6.9

 

Depreciation expense

 

 

5,676

 

 

 

5.4

 

 

 

5,288

 

 

 

5.5

 

 

 

388

 

 

 

7.3

 

Pre-opening costs

 

 

239

 

 

 

0.2

 

 

 

536

 

 

 

0.6

 

 

 

(297

)

 

 

(55.4

)

Impairment and loss on disposal of

   property and equipment

 

 

1,008

 

 

 

1.0

 

 

 

484

 

 

 

0.5

 

 

 

524

 

 

 

108.3

 

Total expenses

 

 

99,524

 

 

 

94.8

 

 

 

91,865

 

 

 

95.7

 

 

 

7,659

 

 

 

8.3

 

Income from operations

 

 

5,512

 

 

 

5.2

 

 

 

4,084

 

 

 

4.3

 

 

 

1,428

 

 

 

35.0

 

Interest expense, net

 

 

41

 

 

*

 

 

 

63

 

 

 

0.1

 

 

 

(22

)

 

 

(34.9

)

Income before income taxes

 

 

5,471

 

 

 

5.2

 

 

 

4,021

 

 

 

4.2

 

 

 

1,450

 

 

 

36.1

 

Income tax expense

 

 

2,039

 

 

 

1.9

 

 

 

1,563

 

 

 

1.6

 

 

 

476

 

 

 

30.5

 

Net income

 

 

3,432

 

 

 

3.3

 

 

 

2,458

 

 

 

2.6

 

 

 

974

 

 

 

39.6

 

Net income (loss) attributable to non-

   controlling interests

 

 

59

 

 

*

 

 

 

(3

)

 

*

 

 

 

62

 

 

 

(2,066.7

)

Net income attributable to

   Potbelly Corporation

 

$

3,373

 

 

 

3.2

%

 

$

2,461

 

 

 

2.6

%

 

$

912

 

 

 

37.1

%

_______________

*

Amount is less than 0.1%

Revenues

Total revenues increased by $9.1 million, or 9.5%, to $105.0 million during the 13 weeks ended June 26, 2016, from $95.9 million during the 13 weeks ended June 28, 2015. The net change in revenues primarily consisted of an increase of $8.4 million in sales from shops not yet in our company-operated comparable store sales base, $1.6 million (or 1.7%) increase in company-operated comparable store sales, $0.2 million increase in franchise revenues as well as an offsetting decline of $1.1 million for shops that have closed. The increase in company-operated comparable store sales resulted primarily from increases in average check from certain menu price increases.

Cost of Goods Sold

Cost of goods sold increased by $1.2 million, or 4.6%, to $28.5 million during the 13 weeks ended June 26, 2016, compared to $27.3 million during the 13 weeks ended June 28, 2015, primarily due to the increase in revenues. As a percentage of revenues, cost of goods sold decreased to 27.1% during the 13 weeks ended June 26, 2016, from 28.4% during the 13 weeks ended June 28, 2015, primarily driven by sales price increases.

Labor and Related Expenses

Labor and related expenses increased by $2.8 million, or 10.2%, to $29.9 million during the 13 weeks ended June 26, 2016, from $27.1 million during the 13 weeks ended June 28, 2015, primarily due to new shop openings and wage inflation in certain states as a result of statutory minimum wage increases. As a percentage of revenues, labor and related expenses increased to 28.5% during the 13 weeks ended June 26, 2016, from 28.3% during the 13 weeks ended June 28, 2015, primarily driven by wage inflation.

12


 

Occupancy Expenses

Occupancy expenses increased by $1.7 million, or 14.2%, to $13.2 million during the 13 weeks ended June 26, 2016, from $11.5 million during the 13 weeks ended June 28, 2015, primarily due to new shop openings and increases in certain occupancy-related costs. As a percentage of revenues, occupancy expenses increased to 12.5% during the 13 weeks ended June 26, 2016, from 12.0% during the 13 weeks ended June 28, 2015, primarily due to certain occupancy-related costs.

Other Operating Expenses

Other operating expenses increased by $0.7 million, or 7.2%, to $10.7 million during the 13 weeks ended June 26, 2016, from $10.0 million during the 13 weeks ended June 28, 2015. The increase is attributable to new shop openings as well as increases in fees associated with credit card usage in our shops. As a percentage of revenues, other operating expenses decreased to 10.2% during the 13 weeks ended June 26, 2016, from 10.4% during the 13 weeks ended June 28, 2015, primarily driven by lower utility and insurance costs.

General and Administrative Expenses

General and administrative expenses increased by $0.7 million, or 6.9%, to $10.3 million during the 13 weeks ended June 26, 2016, from $9.6 million during the 13 weeks ended June 28, 2015. The increase is driven primarily by increased costs related to investments in field-based headcount that corresponds with shop count, stock-based compensation expense as well as various other expenses. As a percentage of revenues, general and administrative expenses decreased to 9.8% during the 13 weeks ended June 26, 2016, from 10.1% during the 13 weeks ended June 28, 2015, driven by sales leverage (i.e., the ability to spread certain expenses over a higher revenue basis).

Depreciation Expense

Depreciation expense increased by $0.4 million, or 7.3%, to $5.7 million during the 13 weeks ended June 26, 2016, from $5.3 million during the 13 weeks ended June 28, 2015, primarily due to a higher depreciable base related to new shops and existing shop capital investments. As a percentage of revenues, depreciation decreased to 5.4% during the 13 weeks ended June 26, 2016, from 5.5% during the 13 weeks ended June 28, 2015, driven by lower depreciation associated with new shops with lower build-out costs and longer expected useful lives for leasehold improvements, as well as leasehold improvements at legacy shops with higher build-out costs and shorter expected useful lives being fully depreciated.

Pre-Opening Costs

Pre-opening costs decreased by $0.3 million, or 55.4%, to $0.2 million during the 13 weeks ended June 26, 2016, from $0.5 million during the 13 weeks ended June 28, 2015, primarily due to timing of new shop openings during the 13 weeks ended June 26, 2016 compared to the 13 weeks ended June 28, 2015.

Impairment and Loss on Disposal of Property and Equipment

Impairment and loss on disposal of property and equipment increased to $1.0 million during the 13 weeks ended June 26, 2016, compared to $0.5 million during the 13 weeks ended June 28, 2015. After performing a periodic review of our shops during the second quarter of 2016, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. We performed an impairment analysis related to these shops and recorded an impairment charge of $1.0 million related to the excess of the carrying amounts recorded on our balance sheet over the shops’ estimated fair values.

Interest Expense, net

Interest expense decreased by $22 thousand, or 34.9%, to $41 thousand during the 13 weeks ended June 26, 2016, from $63 thousand during the 13 weeks ended June 28, 2015, primarily due to lower accretion of certain occupancy-related interest costs as well as having no outstanding notes payable. The final repayment of the previously held note was made on April 1, 2015. Interest expense for the 13 weeks ended June 26, 2016 is attributable to unused commitment fees, occupancy-related interest costs and deferred financing fees.

Income Tax Expense

Income tax expense increased by $0.5 million to $2.0 million for the 13 weeks ended June 26, 2016, from $1.5 million for the 13 weeks ended June 28, 2015. For the 13 weeks ended June 26, 2016, our effective tax rate was 37.3%, compared to 38.9% for the 13

13


 

weeks ended June 28, 2015. The decrease in the effective tax rate primarily relates to the recognition of certain federal tax credits, which were not recognized in the comparable prior period.

26 Weeks Ended June 26, 2016 Compared to 26 Weeks Ended June 28, 2015

The following table presents information comparing the components of net income for the periods indicated (dollars in thousands):

 

 

For the 26 Weeks Ended

 

 

 

 

 

 

 

 

 

 

 

June 26, 2016

 

 

% of

Revenues

 

 

June 28, 2015

 

 

% of

Revenues

 

 

Increase

(Decrease)

 

 

Percent

Change

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop sales, net

 

$

199,892

 

 

 

99.5

%

 

$

180,963

 

 

 

99.6

%

 

$

18,929

 

 

 

10.5

%

Franchise royalties and fees

 

 

1,099

 

 

 

0.5

 

 

 

754

 

 

 

0.4

 

 

 

345

 

 

 

45.8

 

Total revenues

 

 

200,991

 

 

 

100.0

 

 

 

181,717

 

 

 

100.0

 

 

 

19,274

 

 

 

10.6

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold, excluding

   depreciation

 

 

54,746

 

 

 

27.2

 

 

 

51,598

 

 

 

28.4

 

 

 

3,148

 

 

 

6.1

 

Labor and related expenses

 

 

58,097

 

 

 

28.9

 

 

 

51,752

 

 

 

28.5

 

 

 

6,345

 

 

 

12.3

 

Occupancy expenses

 

 

25,931

 

 

 

12.9

 

 

 

22,886

 

 

 

12.6

 

 

 

3,045

 

 

 

13.3

 

Other operating expenses

 

 

21,232

 

 

 

10.6

 

 

 

19,627

 

 

 

10.8

 

 

 

1,605

 

 

 

8.2

 

General and administrative expenses

 

 

20,828

 

 

 

10.4

 

 

 

18,474

 

 

 

10.2

 

 

 

2,354

 

 

 

12.7

 

Depreciation expense

 

 

11,340

 

 

 

5.6

 

 

 

10,439

 

 

 

5.7

 

 

 

901

 

 

 

8.6

 

Pre-opening costs

 

 

391

 

 

 

0.2

 

 

 

1,077

 

 

 

0.6

 

 

 

(686

)

 

 

(63.7

)

Impairment and loss on disposal of

   property and equipment

 

 

1,025

 

 

 

0.5

 

 

 

832

 

 

 

0.5

 

 

 

193

 

 

 

23.2

 

Total expenses

 

 

193,590

 

 

 

96.3

 

 

 

176,685

 

 

 

97.2

 

 

 

16,905

 

 

 

9.6

 

Income from operations

 

 

7,401

 

 

 

3.7

 

 

 

5,032

 

 

 

2.8

 

 

 

2,369

 

 

 

47.1

 

Interest expense, net

 

 

69

 

 

*

 

 

 

124

 

 

 

0.1

 

 

 

(55

)

 

 

(44.4

)

Income before income taxes

 

 

7,332

 

 

 

3.6

 

 

 

4,908

 

 

 

2.7

 

 

 

2,424

 

 

 

49.4

 

Income tax expense

 

 

2,772

 

 

 

1.4

 

 

 

1,914

 

 

 

1.1

 

 

 

858

 

 

 

44.8

 

Net income

 

 

4,560

 

 

 

2.3

 

 

 

2,994

 

 

 

1.6

 

 

 

1,566

 

 

 

52.3

 

Net income attributable to non-

   controlling interests

 

 

99

 

 

*

 

 

 

2

 

 

*

 

 

 

97

 

 

 

4,850.0

 

Net income attributable to

   Potbelly Corporation

 

$

4,461

 

 

 

2.2

%

 

$

2,992

 

 

 

1.6

%

 

$

1,469

 

 

 

49.1

%

_______________

*

Amount is less than 0.1%

Revenues

Total revenues increased by $19.3 million, or 10.6%, to $201.0 million during the 26 weeks ended June 26, 2016, from $181.7 during the 26 weeks ended June 28, 2015. The net change in revenues primarily consisted of an increase of $17.4 million in sales from shops not yet in our company-operated comparable store sales base, $4.6 million (or 2.6%) increase in company-operated comparable store sales, $0.3 million increase in franchise revenues as well as an offsetting decline of $3.0 million for shops that have closed. The increase in company-operated comparable store sales resulted from increases in average check from certain menu price increases and menu mix.

Cost of Goods Sold

Cost of goods sold increased $3.1 million, or 6.1%, to $54.7 million during the 26 weeks ended June 26, 2016, from $51.6 million during the 26 weeks ended June 28, 2015, primarily due to the increase in revenues. As a percentage of revenues, cost of goods sold decreased to 27.2% during the 26 weeks ended June 26, 2016, from 28.4% during the 26 weeks ended June 28, 2015, primarily driven by sales price increases.

14


 

Labor and Related Expenses

Labor and related expenses increased by $6.3 million, or 12.3%, to $58.1 million during the 26 weeks ended June 26, 2016, from $51.8 million during the 26 weeks ended June 28, 2015, primarily due to new shop openings and wage inflation in certain states as a result of statutory minimum wage increases. As a percentage of revenues, labor and related expenses increased to 28.9% during the 26 weeks ended June 26, 2016, from 28.5% during the 26 weeks ended June 28, 2015, primarily driven by wage inflation.

Occupancy Expenses

Occupancy expenses increased by $3.0 million, or 13.3%, to $25.9 million during the 26 weeks ended June 26, 2016, from $22.9 million during the 26 weeks ended June 28, 2015, primarily due to new shop openings and increases in certain occupancy-related costs. As a percentage of revenues, occupancy expenses increased to 12.9% during the 26 weeks ended June 26, 2016, from 12.6% during the 26 weeks ended June 28, 2015, primarily due to certain occupancy-related costs.

Other Operating Expenses

Other operating expenses increased by $1.6 million, or 8.2%, to $21.2 million during the 26 weeks ended June 26, 2016, from $19.6 million during the 26 weeks ended June 28, 2015. The increase is attributable to new shop openings as well as increases in fees associated with credit card usage in our shops. As a percentage of revenues, other operating expenses decreased to 10.6% during the 26 weeks ended June 26, 2016, from 10.8% during the 26 weeks ended June 28, 2015, primarily driven by lower utility and insurance costs.

General and Administrative Expenses

General and administrative expenses increased by $2.3 million, or 12.7%, to $20.8 million during the 26 weeks ended June 26, 2016, from $18.5 million during the 26 weeks ended June 28, 2015. The increase is driven primarily by a conference held for our General Managers, which was not held during the 26 weeks ended June 28, 2015. Additionally, we incurred increased costs related to investments in field-based headcount that corresponds with shop count, stock-based compensation expense as well as various other expenses. As a percentage of revenues, general and administrative expenses increased to 10.4% during the 26 weeks ended June 26, 2016, from 10.2% during the 26 weeks ended June 28, 2015, driven by the conference held for our General Managers.

Depreciation Expense

Depreciation expense increased by $0.9 million, or 8.6%, to $11.3 million during the 26 weeks ended June 26, 2016, from $10.4 million during the 26 weeks ended June 28, 2015, primarily due to a higher depreciable base related to new shops and existing shop capital investments. As a percentage of revenues, depreciation decreased to 5.6% during the 26 weeks ended June 26, 2016, from 5.7% during the 26 weeks ended June 28, 2015, driven by lower depreciation associated with new shops with lower build-out costs and longer expected useful lives for leasehold improvements, as well as leasehold improvements at legacy shops with higher build-out costs and shorter expected useful lives being fully depreciated.

Pre-Opening Costs

Pre-opening costs decreased by $0.7 million, or 63.7%, to $0.4 million during the 26 weeks ended June 26, 2016, from $1.1 million during the 26 weeks ended June 28, 2015, primarily due to timing of new shop openings during the 26 weeks ended June 26, 2016 compared to the 26 weeks ended June 28, 2015.

Impairment and Loss on Disposal of Property and Equipment

Impairment and loss on disposal of property and equipment increased to $1.0 million during the 26 weeks ended June 26, 2016, compared to $0.8 million during the 26 weeks ended June 28, 2015. After performing a periodic review of our shops during the second quarter of 2016, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. We performed an impairment analysis related to these shops and recorded an impairment charge of $1.0 million related to the excess of the carrying amounts recorded on our balance sheet over the shops’ estimated fair values.

Interest Expense, net

Interest expense decreased by $55 thousand, or 44.4%, to $69 thousand during the 26 weeks ended June 26, 2016, from $124 thousand during the 26 weeks ended June 28, 2015, primarily due to lower accretion of certain occupancy-related interest costs as well

15


 

as having no outstanding notes payable. The final payment of the note was made on April 1, 2015. Interest expense for the 26 weeks ended June 26, 2016 is attributable to unused commitment fees, occupancy-related interest costs and deferred financing fees.

Income Tax Expense

Income tax expense increased by $0.9 million to $2.8 million for the 26 weeks ended June 26, 2016, from $1.9 million for the 26 weeks ended June 28, 2015. For the 26 weeks ended June 26, 2016, our effective tax rate was 37.8%, compared to 39.0% for the 26 weeks ended June 28, 2015. The decrease in the effective tax rate primarily relates to the recognition of certain federal tax credits, which were not recognized in the comparable prior period.

Liquidity and Capital Resources

General

Our primary sources of liquidity and capital resources are cash provided from operating activities, existing cash and cash equivalents and our credit facility. Our primary requirements for liquidity and capital are new shop openings, existing shop capital investments (maintenance and improvements), repurchases of our common stock, lease obligations, principal and interest payments on our debt, purchases of existing franchise-operated shops, and working capital and general corporate needs. Our requirement for working capital is not significant since our customers pay for their food and beverage purchases in cash or payment cards (credit or debit) at the time of sale. Thus, we are able to sell certain inventory items before we have to pay our suppliers for such items. Our shops do not require significant inventories or receivables. We believe that these sources of liquidity and capital will be sufficient to finance our continued operations and expansion plans for at least the next twelve months.

The following table presents summary cash flow information for the periods indicated (in thousands):

 

 

 

For the 26 Weeks Ended

 

 

 

June 26,

 

 

June 28,

 

 

 

2016

 

 

2015

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

Operating activities

 

$

24,318

 

 

$

18,962

 

Investing activities

 

 

(13,286

)

 

 

(17,901

)

Financing activities

 

 

(13,117

)

 

 

(9,961

)

Net decrease in cash

 

$

(2,085

)

 

$

(8,900

)

Operating Activities

Net cash provided by operating activities increased to $24.3 million for the 26 weeks ended June 26, 2016, from $19.0 million for the 26 weeks ended June 28, 2015. The $5.3 million increase is primarily attributable to an increase of $4.8 million in net shop-level profits.

Investing Activities

Net cash used in investing activities decreased to $13.3 million for the 26 weeks ended June 26, 2016, from $17.9 million for the 26 weeks ended June 28, 2015. The decrease was primarily due to timing of spend on capital expenditures for future shop openings, maintaining our existing shops, and certain other projects. This timing difference is partially offset by the cost associated with the purchase of a franchise shop in April 2016 for a purchase price of $1.1 million.

Financing Activities

Net cash used in financing activities was $13.1 million for the 26 weeks ended June 26, 2016, compared to $10.0 million for the 26 weeks ended June 28, 2015. The increase in net cash used was mainly driven by $16.6 million of treasury stock repurchased during the 26 weeks ended June 26, 2016 compared to $12.5 million during the 26 weeks ended June 28, 2015. The net increase of $4.1 million in treasury stock repurchases is partially offset by $1.0 million in payments on the note payable during the 26 weeks ended June 28, 2015 compared to no payments during the 26 weeks ended June 26, 2016. The final repayment of the previously held note was made on April 1, 2015.

Stock Repurchase Program

On September 8, 2015, our Board of Directors authorized a share repurchase program of up to $35.0 million of the Company’s common stock. This program permits the Company, from time to time, to purchase shares in the open market (including in pre-

16


 

arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions. During the 26 weeks ended June 26, 2016, we repurchased 1,268,844 shares of our common stock for approximately $16.6 million, including cost and commission, in open market transactions.  As of June 26, 2016, the remaining dollar value of authorization under the share repurchase program was $3.4 million, which does not include commission. Repurchased shares are included as treasury stock in the condensed consolidated balance sheets and the condensed consolidated statement of equity.

Credit Facility

On December 9, 2015, we entered into an amended and restated five-year revolving credit facility agreement that expires in November 2020. The credit agreement provides, among other things, for a revolving credit facility in a maximum principal amount of $50 million, with possible future increases to $75 million under an expansion feature. Borrowings under the credit facility generally bear interest at our option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a margin ranging from 1.00% to 1.75% or (ii) a prime rate as announced by JP Morgan Chase plus a margin ranging from 0.00% to 0.50%. The applicable margin is determined based upon our consolidated total leverage ratio. On the last day of each calendar quarter, we are required to pay a commitment fee ranging from 0.125% to 0.20% per annum in respect of any unused commitments under the credit facility, with the specific rate determined based upon our consolidated total leverage ratio. So long as certain total leverage ratios are met, there is no limit on the “restricted payments” (primarily distributions and equity repurchases) that we may make. As of and for the 26 weeks ended June 26, 2016, we had no amounts outstanding under the credit facility.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Critical accounting policies are those that management believes are both most important to the portrayal of our financial condition and operating results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. We had no significant changes in our critical accounting estimates since our last annual report. Our critical accounting estimates are identified and described in our annual consolidated financial statements and related notes.

Off-Balance Sheet Arrangements

As of June 26, 2016, we do not have any off-balance sheet arrangements, synthetic leases, investments in special purpose entities or undisclosed borrowings or debt that would be required to be disclosed pursuant to Item 303 of Regulation S-K under the Exchange Act.

New and Revised Financial Accounting Standards

For a description of recently issued Financial Accounting Standards, see Note 1 “Organization and Other Matters” of the Notes to Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended December 27, 2015. Our exposures to market risk have not changed materially since December 27, 2015.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of June 26, 2016. Based upon that evaluation, our Chief Executive Officer and Chief

17


 

Financial Officer have concluded that, as of June 26, 2016, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended June 26, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q.

 

 

18


 

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of ultimate liability with respect to those actions should not have a material adverse impact on our financial position or results of operations and cash flows.

ITEM 1A. RISK FACTORS

A description of the risk factors associated with our business is contained in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 27, 2015. There have been no material changes to our Risk Factors as previously reported.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table contains information regarding purchases of our common stock made by or on behalf of Potbelly Corporation during the 13 weeks ended June 26, 2016:

 

Period

 

Total Number of

Shares

Purchased

 

 

Average Price Paid

per Share (1)

 

 

Total Number of Shares

Purchased as Part of

Publicly Announced

Program (2)

 

 

Maximum Value of

Shares that May Yet

be Purchased Under

the Program (2)

 

March 28, 2016 – April 24, 2016

 

 

225,900

 

 

$

13.43

 

 

 

225,900

 

 

$

12,640,178

 

April 25, 2016 – May 22, 2016

 

 

156,592

 

 

$

13.38

 

 

 

156,592

 

 

$

10,545,046

 

May 23, 2016 – June 26, 2016

 

 

552,402

 

 

$

12.88

 

 

 

552,402

 

 

$

3,429,495

 

Total:

 

 

934,894

 

 

 

 

 

 

 

934,894

 

 

 

 

 

_______________

(1)

Average price paid per share excludes commissions.

(2)

On September 8, 2015, we announced that our Board of Directors approved a share repurchase program, authorizing us to repurchase up to $35.0 million of our common stock.  This program permits the Company, from time to time, to purchase shares in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions.  No time limit has been set for the completion of the repurchase program, and the program may be suspended or discontinued at any time.

 

 

ITEM 6. EXHIBITS

The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference.

 

 

 

 

Exhibit

No.

  

Description

 

 

31.1

  

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31.2

  

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

32.1

  

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101.INS

  

XBRL Instance Document

 

 

101.SCH

  

XBRL Taxonomy Extension Schema Document

 

 

101.CAL

  

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.LAB

  

XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE

  

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

101.DEF

  

XBRL Taxonomy Extension Definition Linkbase Document

 

19


 

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 thereunto duly authorized.

 

 

 

 

POTBELLY CORPORATION

 

 

 

 

Date: August 3, 2016

 

By:

/s/ Michael Coyne

 

 

 

Michael Coyne

 

 

 

Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

 

20

pbpb-ex311_6.htm

Exhibit 31.1

Certification of Chief Executive Officer

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Aylwin Lewis, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Potbelly Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

 

 

 

Date: August 3, 2016

 

 

 

By:

/s/ Aylwin Lewis

 

 

 

 

 

Aylwin Lewis

 

 

 

 

 

Chief Executive Officer and President

 

 

 

 

 

(Principal Executive Officer)

 

pbpb-ex312_7.htm

Exhibit 31.2

Certification of Chief Financial Officer

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael Coyne, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Potbelly Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

 

 

 

Date: August 3, 2016

 

 

 

By:

/s/ Michael Coyne

 

 

 

 

 

Michael Coyne

 

 

 

 

 

Chief Financial Officer

 

 

 

 

 

(Principal Financial Officer)

 

pbpb-ex321_8.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Aylwin Lewis, Chief Executive Officer and President of Potbelly Corporation (the “Registrant”), and Michael Coyne, Chief Financial Officer of the Registrant, each hereby certifies that, to the best of his knowledge on the date hereof:

 

1.

the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2016, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: August 3, 2016

By:

/s/ Aylwin Lewis

 

 

Aylwin Lewis

 

 

Chief Executive Officer and President

 

 

 

Date: August 3, 2016

By:

/s/ Michael Coyne

 

 

Michael Coyne

 

 

Chief Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.