What was the impact of shares repurchased and retired on the additional paid-in capital of Noodles & Company?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
if a dividend is declared or paid to either class, but they do not have rights to any special dividend.
Liquidation, Dissolution or Winding Up—Class A common stock and Class B common stock share equally in distributions in liquidation, dissolution or winding up of the corporation.
Share Repurchases
On July 26, 2023, the Company announced a share repurchase program (the "2023 Share Repurchase Program") of up to $5.0 million of the Company's Class A common stock. Under this program, the Company purchased shares of the Company's Class A common stock in the open market. The Company conducted any open market share repurchase activities in compliance with the safe harbor provisions of Rule 10b-18 of the Exchange Act. During 2023, the Company repurchased 1,731,952 shares of its common stock for approximately $5.0 million in open market transactions at an average price of $2.86 per share. Share repurchases were accounted for under the retirement method and all repurchased shares were retired and cancelled. The excess of the purchase price over the par value of the shares was recorded as a reduction in additional paid-in capital. The 2023 Share Repurchase Program and the remaining diminimus balance was cancelled by the Company's Board of Directors in the fourth quarter of 2023.
9. Stock-Based Compensation
In May of 2023, the Company's Board of Directors adopted the 2023 Stock Incentive Plan, which was approved at the annual meeting of stockholders on May 16, 2023 (the "2023 Plan"). The 2023 Plan authorizes the grant of non-qualified stock options, incentive stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance share units ("PSUs") and incentive bonuses to employees, officers, non-employee directors and other service providers, as applicable. The Company's 2013 Stock Incentive Plan, as amended and restated in May of 2013 was terminated. The 2023 Plan is administered by the Compensation Committee of the Company's Board of Directors (the "Board") or another committee designated by the Board, or in the absence of any such committee, the Board itself (the "administrator"). Stock options are granted at a price determined by the administrator at an exercise price that is not less than the fair market value of the underlying stock on the date of grant. The administrator may also grant SARs and RSUs with terms determined by the administrator in accordance with the 2023 Plan. All share-based awards (except for RSUs) granted under the 2023 Plan have a life of ten years. Most awards vest ratably over four years; however, some have been granted with different vesting schedules. Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of Directors of the Company) under the 2023 Plan. In 2022, the Company launched the General Manager ("GM") Equity program which granted RSUs to top performing general managers with a three year cliff vesting. The final grant under the GM Equity program was in the first quarter of 2024. At December 31, 2024, approximately 2.7 million share-based awards were available to be granted under the 2023 Plan.
In July of 2024, the Company's Board of Directors adopted the 2024 Inducement Plan (the "Inducement Plan").
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, during 2023, Noodles & Company repurchased 1,731,952 shares of its common stock for approximately $5.0 million in open market transactions. These shares were bought at an average price of $2.86 per share. The company accounted for these repurchases under the retirement method, meaning all repurchased shares were retired and cancelled.
The impact on Noodles & Company's additional paid-in capital was a reduction. Specifically, the excess of the purchase price over the par value of the shares was recorded as a reduction in additional paid-in capital. Looking at the consolidated statement of stockholders' equity, the shares repurchased and retired led to a reduction of $4,987 in the additional paid-in capital.
For a prospective franchisee, this indicates how Noodles & Company manages its capital structure and shareholder value. Share repurchase programs can influence earnings per share and return on equity, which are key metrics for investors. The cancellation of the 2023 Share Repurchase Program by the Company's Board of Directors in the fourth quarter of 2023 suggests a change in capital allocation strategy, which could be due to various factors such as investment opportunities or market conditions.