pbpb-10q_20160925.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the Quarterly Period Ended September 25, 2016

OR

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      No  

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

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

 

 

 

 

 

 

 

 

 

Large accelerated filer

 

 

  

Accelerated filer

 

 

 

 

 

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

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

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 – 25,189,544 shares as of October 28, 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

 

18

 

 

 

 

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)

 

 

 

September 25,

 

 

December 27,

 

 

 

2016

 

 

2015

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

29,734

 

 

$

32,006

 

Accounts receivable, net of allowances of $124 and $14 as of September 25, 2016 and

     December 27, 2015, respectively

 

 

4,522

 

 

 

4,461

 

Inventories

 

 

3,036

 

 

 

3,159

 

Prepaid expenses and other current assets

 

 

10,529

 

 

 

10,155

 

Total current assets

 

 

47,821

 

 

 

49,781

 

Property and equipment, net

 

 

97,614

 

 

 

97,434

 

Indefinite-lived intangible assets

 

 

3,404

 

 

 

3,404

 

Goodwill

 

 

2,222

 

 

 

1,428

 

Deferred income taxes, non-current

 

 

17,461

 

 

 

18,439

 

Deferred expenses, net and other assets

 

 

3,944

 

 

 

4,021

 

Total assets

 

$

172,466

 

 

$

174,507

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

4,137

 

 

$

5,762

 

Accrued expenses

 

 

23,029

 

 

 

19,277

 

Accrued income taxes

 

 

903

 

 

 

143

 

Total current liabilities

 

 

28,069

 

 

 

25,182

 

Deferred rent and landlord allowances

 

 

19,732

 

 

 

17,820

 

Other long-term liabilities

 

 

1,585

 

 

 

1,292

 

Total liabilities

 

 

49,386

 

 

 

44,294

 

Equity

 

 

 

 

 

 

 

 

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

     25,241,726 and 26,304,261 shares as of September 25, 2016 and

     December 27, 2015, respectively

 

 

308

 

 

 

303

 

Warrants

 

 

909

 

 

 

909

 

Additional paid-in-capital

 

 

406,533

 

 

 

399,458

 

Treasury stock, held at cost, 5,608,226 and 4,033,910 shares as of

     September 25, 2016, and December 27, 2015, respectively

 

 

(70,447

)

 

 

(50,000

)

Accumulated deficit

 

 

(214,990

)

 

 

(221,246

)

Total stockholders’ equity

 

 

122,313

 

 

 

129,424

 

Non-controlling interest

 

 

767

 

 

 

789

 

Total equity

 

 

123,080

 

 

 

130,213

 

Total liabilities and equity

 

$

172,466

 

 

$

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 39 Weeks Ended

 

 

 

September 25,

 

 

September 27,

 

 

September 25,

 

 

September 27,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop sales, net

 

$

103,224

 

 

$

95,564

 

 

$

303,116

 

 

$

276,527

 

Franchise royalties and fees

 

 

558

 

 

 

475

 

 

 

1,657

 

 

 

1,229

 

Total revenues

 

 

103,782

 

 

 

96,039

 

 

 

304,773

 

 

 

277,756

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandwich shop operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold, excluding depreciation

 

 

28,478

 

 

 

27,256

 

 

 

83,224

 

 

 

78,854

 

Labor and related expenses

 

 

30,163

 

 

 

27,663

 

 

 

88,260

 

 

 

79,415

 

Occupancy expenses

 

 

13,111

 

 

 

11,855

 

 

 

39,042

 

 

 

34,741

 

Other operating expenses

 

 

11,338

 

 

 

10,501

 

 

 

32,570

 

 

 

30,128

 

General and administrative expenses

 

 

9,999

 

 

 

9,232

 

 

 

30,827

 

 

 

27,706

 

Depreciation expense

 

 

5,656

 

 

 

5,510

 

 

 

16,996

 

 

 

15,949

 

Pre-opening costs

 

 

340

 

 

 

510

 

 

 

731

 

 

 

1,587

 

Impairment and loss on disposal of property and equipment

 

 

1,855

 

 

 

1,133

 

 

 

2,880

 

 

 

1,965

 

Total expenses

 

 

100,940

 

 

 

93,660

 

 

 

294,530

 

 

 

270,345

 

Income from operations

 

 

2,842

 

 

 

2,379

 

 

 

10,243

 

 

 

7,411

 

Interest expense

 

 

33

 

 

 

56

 

 

 

102

 

 

 

180

 

Income before income taxes

 

 

2,809

 

 

 

2,323

 

 

 

10,141

 

 

 

7,231

 

Income tax expense

 

 

960

 

 

 

866

 

 

 

3,732

 

 

 

2,780

 

Net income

 

 

1,849

 

 

 

1,457

 

 

 

6,409

 

 

 

4,451

 

Net income attributable to non-controlling interest

 

 

54

 

 

 

56

 

 

 

153

 

 

 

58

 

Net income attributable to Potbelly Corporation

 

$

1,795

 

 

$

1,401

 

 

$

6,256

 

 

$

4,393

 

Net income per common share attributable to common

   stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

 

$

0.05

 

 

$

0.24

 

 

$

0.15

 

Diluted

 

$

0.07

 

 

$

0.05

 

 

$

0.24

 

 

$

0.15

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

25,240,374

 

 

 

27,850,394

 

 

 

25,772,846

 

 

 

28,450,063

 

Diluted

 

 

25,829,970

 

 

 

28,369,775

 

 

 

26,341,913

 

 

 

29,137,537

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,393

 

 

 

58

 

 

 

4,451

 

Exercise of stock options

 

 

526,333

 

 

 

5

 

 

 

 

 

 

 

 

 

4,315

 

 

 

 

 

 

 

 

 

4,320

 

Excess tax benefits

   associated with exercise

   of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

334

 

 

 

 

 

 

 

 

 

334

 

Repurchases of common

   stock

 

 

(2,094,721

)

 

 

 

 

 

(27,030

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,030

)

Distributions to non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(85

)

 

 

(85

)

Contributions from non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

580

 

 

 

580

 

Amortization of

   stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,795

 

 

 

 

 

 

 

 

 

1,795

 

Balance at September 27, 2015

 

 

27,366,312

 

 

$

303

 

 

$

(37,276

)

 

$

909

 

 

$

398,416

 

 

$

(222,481

)

 

$

819

 

 

$

140,690

 

Balance at December 27, 2015

 

 

26,304,261

 

 

$

303

 

 

$

(50,000

)

 

$

909

 

 

$

399,458

 

 

$

(221,246

)

 

$

789

 

 

$

130,213

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,256

 

 

 

153

 

 

 

6,409

 

Exercise of stock options

 

 

493,745

 

 

 

5

 

 

 

 

 

 

 

 

 

5,414

 

 

 

 

 

 

 

 

 

5,419

 

Common stock issued for

   stock-based compensation

   plans

 

 

18,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excess tax deficiencies

   associated with exercise

   of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(605

)

 

 

 

 

 

 

 

 

(605

)

Repurchases of common

   stock

 

 

(1,574,316

)

 

 

 

 

 

(20,447

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,447

)

Distributions to non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(249

)

 

 

(249

)

Contributions from non-

   controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

74

 

 

 

74

 

Amortization of

   stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,266

 

 

 

 

 

 

 

 

 

2,266

 

Balance at September 25, 2016

 

 

25,241,726

 

 

$

308

 

 

$

(70,447

)

 

$

909

 

 

$

406,533

 

 

$

(214,990

)

 

$

767

 

 

$

123,080

 

 

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 39 Weeks Ended

 

 

 

September 25,

 

 

September 27,

 

 

 

2016

 

 

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

6,409

 

 

$

4,451

 

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

 

 

 

 

 

 

 

 

Depreciation

 

 

16,996

 

 

 

15,949

 

Deferred income tax

 

 

397

 

 

 

(57

)

Deferred rent and landlord allowances

 

 

1,912

 

 

 

3,071

 

Amortization of stock compensation expense

 

 

2,266

 

 

 

1,795

 

Excess tax benefit from stock-based compensation

 

 

(24

)

 

 

(334

)

Asset impairment, store closure and disposal of property and equipment

 

 

2,897

 

 

 

2,160

 

Amortization of debt issuance costs

 

 

25

 

 

 

53

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(61

)

 

 

(1,259

)

Inventories

 

 

141

 

 

 

(56

)

Prepaid expenses and other assets

 

 

(457

)

 

 

(646

)

Accounts payable

 

 

(1,496

)

 

 

136

 

Accrued and other liabilities

 

 

4,893

 

 

 

5,060

 

Net cash provided by operating activities

 

 

33,898

 

 

 

30,323

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Acquisition of franchise shop

 

 

(1,108

)

 

 

(333

)

Purchases of property and equipment

 

 

(19,883

)

 

 

(27,324

)

Net cash used in investing activities

 

 

(20,991

)

 

 

(27,657

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Payments on note payable

 

 

 

 

 

(1,022

)

Proceeds from exercise of stock options

 

 

5,746

 

 

 

5,291

 

Payment of payroll taxes related to stock-based compensation awards

 

 

(327

)

 

 

(971

)

Treasury stock repurchase

 

 

(20,447

)

 

 

(27,030

)

Excess tax benefit from stock-based compensation

 

 

24

 

 

 

334

 

Contributions from non-controlling interest

 

 

74

 

 

 

580

 

Distributions to non-controlling interest

 

 

(249

)

 

 

(85

)

Net cash used in financing activities

 

 

(15,179

)

 

 

(22,903

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(2,272

)

 

 

(20,237

)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

32,006

 

 

 

63,005

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

29,734

 

 

$

42,768

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Income taxes paid

 

$

2,265

 

 

$

2,301

 

Interest paid

 

 

82

 

 

 

155

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Unpaid liability for purchases of property and equipment

 

$

3,142

 

 

$

3,364

 

 

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.

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 September 25, 2016 and December 27, 2015, its statement of operations for the 13 and 39 weeks ended September 25, 2016 and September 27, 2015 and its statement of cash flows for the 39 weeks ended September 25, 2016 and September 27, 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”); eight 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.

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 September 25, 2016 and September 27, 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

7


 

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.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. The objective of this pronouncement is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. The pronouncement is effective for annual periods beginning after December 15, 2017, including annual and interim periods thereafter. Early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material effect on the Company’s 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.

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 as a result of continued underperformance. The Company performed an impairment analysis related to these shops and recorded an impairment charge of $1.8 million and $2.8 million for the 13 and 39 weeks ended September 25, 2016, respectively, 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 $1.0 million and $1.6 million for the 13 and 39 weeks ended September 27, 2015, respectively.

8


 

 

(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 39 Weeks Ended

 

 

 

September 25,

 

 

September 27,

 

 

September 25,

 

 

September 27,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income attributable to Potbelly Corporation

 

$

1,795

 

 

$

1,401

 

 

$

6,256

 

 

$

4,393

 

Weighted average common shares outstanding-basic

 

 

25,240,374

 

 

 

27,850,394

 

 

 

25,772,846

 

 

 

28,450,063

 

Plus: Effect of potential stock options exercise

 

 

533,249

 

 

 

471,579

 

 

 

514,257

 

 

 

630,043

 

Plus: Effect of potential warrant exercise

 

 

56,347

 

 

 

47,802

 

 

 

54,810

 

 

 

57,431

 

Weighted average common shares outstanding-diluted

 

 

25,829,970

 

 

 

28,369,775

 

 

 

26,341,913

 

 

 

29,137,537

 

Income per share available to common stockholders-basic

 

$

0.07

 

 

$

0.05

 

 

$

0.24

 

 

$

0.15

 

Income per share available to common stockholders-diluted

 

$

0.07

 

 

$

0.05

 

 

$

0.24

 

 

$

0.15

 

Potentially dilutive shares that are considered anti-dilutive:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common share options

 

 

1,233,294

 

 

 

1,192,579

 

 

 

1,236,599

 

 

 

803,582

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4) Income Taxes

The Company recognized income tax expense of $1.0 million on pre-tax income of $2.8 million, or an effective tax rate of 34.2%, for the 13 weeks ended September 25, 2016, compared to income tax expense of $0.9 million on pre-tax income of $2.3 million, or an effective tax rate of 37.3%, for the 13 weeks ended September 27, 2015. The Company recognized income tax expense of $3.7 million on pre-tax income of $10.1 million, or an effective tax rate of 36.8%, for the 39 weeks ended September 25, 2016, compared to income tax expense of $2.8 million on pre-tax income of $7.2 million, or an effective tax rate of 38.4%, for the 39 weeks ended September 27, 2015. The difference between the federal statutory rate and the effective tax rate for both the 13 and 39 weeks ended September 25, 2016 is primarily attributable to state income taxes offset by certain federal and state tax credits.

 

 

(5) Capital Stock

On September 8, 2016, the Company announced that their Board of Directors authorized a share repurchase program of up to $30.0 million of the Company’s common stock. The Company’s previous $35.0 million share repurchase program, authorized in September 2015, was completed in July 2016. The new 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 39 weeks ended September 25, 2016, the Company repurchased 1,574,316 shares of its common stock for approximately $20.4 million, including cost and commission, in open market transactions, which includes shares from the new program as well as from the previously completed program. As of September 25, 2016, the remaining dollar value of authorization under the new share repurchase program was $29.6 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.

 

(6) Stock-Based Compensation

Throughout the 39 weeks ended September 25, 2016, the Company issued 368,789 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 39 weeks ended September 25, 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.

9


 

A summary of activity for the 39 weeks ended September 25, 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

 

 

369

 

 

 

13.65

 

 

 

 

 

 

 

 

 

Exercised

 

 

(494

)

 

 

10.98

 

 

 

 

 

 

 

 

 

Canceled

 

 

(170

)

 

 

14.40

 

 

 

 

 

 

 

 

 

Outstanding—September 25, 2016

 

 

4,073

 

 

 

10.60

 

 

$

12,891

 

 

 

5.00

 

Exercisable—September 25, 2016

 

 

2,970

 

 

 

9.52

 

 

$

12,167

 

 

 

3.74

 

 

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 39 weeks ended September 25, 2016, the Company recognized stock-based compensation of $0.8 million and $2.3 million, respectively. For the 13 and 39 weeks ended September 27, 2015, the Company recorded stock-based compensation of $0.7 million and $1.8 million, respectively. As of September 25, 2016, the unrecognized stock-based compensation expense was $6.1 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. 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. 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. All issued RSUs have a vesting schedule of 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date.

 

(7) Commitments and Contingencies

The Company has received notice of a potential claim alleging that it violated the Fair Labor Standards Act by not paying overtime to its assistant managers, whom the Company has classified as exempt employees. This matter is at an early stage, and the Company is therefore unable to make a reasonable estimate of the probable loss or range of losses, if any, that might arise from this matter.  The Company intends to vigorously defend this action.

The Company is subject to other 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. 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.

 

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.

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

 

 

28

 

 

 

2

 

 

 

2

 

 

 

4

 

 

 

32

 

Shop purchased from franchisee

 

 

1

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

 

Shops closed

 

 

(5

)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(6

)

Shops as of September 27, 2015

 

 

358

 

 

 

18

 

 

 

13