Organization and Other Matters | (1) Organization and Other Matters Business Potbelly Corporation (the “Company” or “Potbelly”), through its wholly owned subsidiaries, owns or operates more than 400 company-owned shops in the United States. Additionally, Potbelly franchisees operate over 40 shops in the United States. 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 30, 2018. The unaudited condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC 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 balance sheet as of September 29, 2019 and December 30, 2018, its statement of operations for the 13 and 39 weeks ended September 29, 2019 and September 30, 2018, the statement of equity for the 13 and 39 weeks ended September 29, 2019 and September 30, 2018, and its statement of cash flows for the 39 weeks ended September 29, 2019 and September 30, 2018 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 condensed 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”); seven of LLC’s wholly owned subsidiaries and LLC’s seven joint ventures, collectively, the “Company.” All 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 seven 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 year 2019 and 2018 both consist of 52 weeks. The fiscal quarters ended September 29, 2019 and September 30, 2018 each consisted of 13 weeks. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant estimates include amounts for long-lived assets and income taxes. Actual results could differ from those estimates. Recent Accounting Pronouncements On December 31, 2018, the Company adopted ASU 2016-02, “Leases (Topic 842),” along with related clarifications and improvements. This pronouncement requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. We elected the optional transition method to apply the standard as of the effective date and therefore, prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under previous lease guidance, ASC Topic 840: Leases (Topic 840). The adoption of Topic 842 had a material impact on the consolidated balance sheets and an immaterial impact on the consolidated statements of operations, consolidated statements of equity and consolidated statements of cash flows. Our practical expedients were as follows: Implications as of December 31, 2018 Practical expedient package We have not reassessed whether any expired or existing contracts are, or contain, leases. We have not reassessed the lease classification for any expired or existing leases. We have not reassessed initial direct costs for any expired or existing leases. Hindsight practical expedient We have not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. The impact on the consolidated balance sheet is as follows: Adjustments Due December 30, to the Adoption of December 31, 2018 Topic 842 2018 Assets Current assets Cash and cash equivalents $ 19,775 $ — $ 19,775 Accounts receivable, net of allowances of $113 as of December 30, 2018 4,737 — 4,737 Inventories 3,482 — 3,482 Prepaid expenses and other current assets 11,426 — 11,426 Total current assets 39,420 — 39,420 Property and equipment, net 87,782 — 87,782 Right-of-use assets for operating leases — 232,477 232,477 Indefinite-lived intangible assets 3,404 — 3,404 Goodwill 2,222 — 2,222 Deferred income taxes, noncurrent 13,385 195 13,580 Deferred expenses, net and other assets 7,002 — 7,002 Total assets $ 153,215 $ 232,672 $ 385,887 Liabilities and Equity Current liabilities Accounts payable $ 3,835 $ — $ 3,835 Accrued expenses (1) 25,029 (1,124 ) 23,905 Short-term operating lease liabilities — 28,826 28,826 Accrued income taxes 162 — 162 Total current liabilities 29,026 27,702 56,728 Deferred rent and landlord allowances (1) 22,905 (22,905 ) — Long-term operating lease liabilities — 228,406 228,406 Other long-term liabilities 5,751 — 5,751 Total liabilities 57,682 233,203 290,885 Stockholders’ equity Common stock, $0.01 par value—authorized 200,000,000 shares; outstanding 24,142,586 shares as of December 30, 2018 330 — 330 Additional paid-in-capital 432,771 — 432,771 Treasury stock, held at cost, 8,801,154 shares as of December 30, 2018 (108,372 ) — (108,372 ) Accumulated deficit (2) (229,558 ) (531 ) (230,089 ) Total stockholders’ equity 95,171 (531 ) 94,640 Non-controlling interest 362 — 362 Total stockholders' equity 95,533 (531 ) 95,002 Total liabilities and equity $ 153,215 $ 232,672 $ 385,887 (1) Adjustment to reclassify deferred rent and tenant improvement allowance to right-of-use assets for operating leases upon the adoption of Topic 842. (2) The Company recorded a net reduction of $0.5 million to opening accumulated deficit as of December 31, 2018, due to the cumulative impact of adopting Topic 842. |