SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒
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| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December
27, 202031, 2023
or
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☐o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-36104
(Exact name of registrant as specified in its charter)
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| Delaware | | 36-4466837 |
(State or Other Jurisdiction of
Incorporation)
| | (I.R.S. Employer
Identification No.)
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111 N. Canal Street, Suite 850325 Chicago, Illinois | | 60606 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (312) 951-0600
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | PBPB | | PBPB
| The NASDAQ Stock Market LLC |
| | | | (Nasdaq Global Select Market) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐o No ☒x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐o No ☒x 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, 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, every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | o | | ☐
| | Accelerated filer | | ☐
x |
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Non-accelerated filer | o | | ☒
| | Smaller reporting company | | ☒
x |
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Emerging growth company | o | | ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐x No ☒o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐o No ☒x As of June
30th, 2020,25, 2023, the last trading day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s outstanding common equity held by non-affiliates was
$55.9$231.5 million, based on the closing price of the registrant’s common stock on such date as reported on the Nasdaq Global Select Market. For the purposes of this computation, shares held by directors and executive officers of the registrant have been excluded. Such exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant.
As of February
24, 2021, 27,951,07725, 2024, 29,602,526 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its
20212024 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year covered by this Annual Report are incorporated by reference into Part III of this Annual Report.
TABLE OF CONTENTS
Potbelly Corporation and Subsidiaries
Table of Contents
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PART I
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Item 1.
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Item 1A.
| | Risk Factors
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Item 1B. | | | | 26
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Item 2. 1C. | | | | 26
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| Signatures
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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
AND RISK FACTORS SUMMARY
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”), are made throughout this Annual Report and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “strives,” “goal,” “seeks,” “projects,” “intends,” “forecasts,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in “Risk Factors” in Item 1A, which include, but are not limited to, the following: | •
| the potential future impact of COVID-19 on our business and results of operations;
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| competition in the restaurant industry, which is highly competitive and includes many larger, more well-established companies;
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| risks of food safety and food-borne illnesses and other health concerns about our food;
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| changes in economic conditions, including the effects of consumer confidence and discretionary spending;
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| our ability to successfully implement our business strategy;
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| our reliance on a limited number of suppliers for our major products and on a distribution network with a limited number of distribution partners for the majority of our national distribution program;
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| the success of our initiatives to increase sales and traffic, including menu optimization, off-premises sales options and increased marketing and brand awareness programs;
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| the future cost and availability of credit, and the liquidity or operations of our suppliers and other service providers;
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| fluctuation in price and availability of commodities, including but not limited to items such as beef, poultry, grains, dairy and produce and energy supplies, where prices could increase or decrease more than we expect;
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| our ability to successfully identify, open and operate new shops (which is dependent upon various factors such as the availability of attractive sites for new shops);
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| our ability to negotiate suitable lease terms, terminate on acceptable terms or sublease or assign leases for underperforming shops;
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| our ability to obtain all required governmental permits including zoning approvals on a timely basis;
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| our ability to control construction and development costs and obtain capital to fund such costs;
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| our ability to recruit, train and retain qualified operating personnel;
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| changes in consumer tastes and lack of acceptance or awareness of our brand in existing or new markets;
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| failure of our marketing efforts to attract and retain customers;
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| damage to our reputation caused by, for example, any perceived reduction in the quality of our food, service or staff or an adverse change in our culture;
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| local, regional, national and international economic and political conditions;
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| the seasonality of our business;
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| traffic patterns and our ability to effectively respond in a timely manner to changes in traffic patterns;
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| the cost of advertising and media;
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| inflation or deflation, unemployment rates, interest rates, and increases in various costs, such as real estate and insurance costs;
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| •competition in the restaurant industry, which is highly competitive and includes many larger, more well-established companies; | adverse weather conditions, local strikes, natural disasters and other disasters, especially in local or regional areas in which our shops are concentrated;
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| •changes in economic conditions, including the effects of consumer confidence and discretionary spending; | our ability to grow our digital business;
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| •our ability to manage our growth and successfully implement our business strategy; | litigation or legal complaints alleging, among other things, illness, injury or violations of federal and state workplace and employment laws and our ability to obtain and maintain required licenses and permits;
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| •our reliance on a limited number of suppliers for our major products and on a distribution network with a limited number of distribution partners for the majority of our national distribution program; | government actions and policies; tax and other legislation; regulation of the restaurant industry; and accounting standards or pronouncements;
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| •the future cost and availability of credit, and the liquidity or operations of our suppliers and other service providers; | security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions or the failure of our information technology system;
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| •fluctuation in price and availability of commodities, including but not limited to items such as beef, poultry, grains, dairy and produce and energy supplies, where prices could increase or decrease more than we expect; | actions taken by activist stockholders;
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| •our ability to expand into new markets and successfully identify, open and operate new shops (which is dependent upon various factors such as the availability of attractive sites for new shops); | our ability to adequately protect our intellectual property; and
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| •our ability to negotiate suitable lease terms, terminate on acceptable terms or sublease or assign leases for underperforming shops; | other factors discussed under “Business” in Item 1, “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.
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•our ability to identify new franchisees to open and operate new shops;
•our ability to control construction and development costs and obtain capital to fund such costs;
•our ability to recruit, train and retain qualified operating personnel;
•changes in consumer tastes and lack of acceptance or awareness of our brand in existing or new markets;
•failure of our marketing efforts to attract and retain customers;
•risks of food safety and food-borne illnesses and other health concerns about our food;
•damage to our reputation caused by, for example, any perceived reduction in the quality of our food, service or staff, an adverse change in our culture or the operations of our franchisees;
•the seasonality of our business;
•our supply chain;
•demographic trends, traffic patterns and our ability to effectively respond in a timely manner to changes in traffic patterns;
•the cost of advertising and media;
•inflation or deflation, unemployment rates, interest rates, and increases in various costs, such as real estate and insurance costs;
•risks associated with labor disputes, labor unions, or our ability to offset higher labor costs;
•adverse weather conditions, natural disasters and other disasters, especially in local or regional areas in which our shops are concentrated;
•our ability to grow our digital business;
•litigation or legal complaints alleging, among other things, illness, injury or violations of federal and state workplace and employment laws and our ability to obtain and maintain required licenses and permits;
•government actions and policies; tax and other legislation; regulation of the restaurant industry; and accounting standards or pronouncements;
•security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions or the failure of our information technology system;
•the volatility of our common stock and actions by activist stockholders;
•our ability to adequately protect our intellectual property;
•the costs associated with complying or meeting environmental, social and governance regulations and stakeholder expectations;
•the impact of climate-related risks on our financial results, leased premises and operations; and
•other factors discussed under “Business” in Item 1, “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this document. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
The Neighborhood Sandwich Shop
Potbelly Corporation is a sandwich concept that has been feeding customers’ smiles with warm, toasty sandwiches, signature salads, hand-dipped shakes,
freshly-baked cookies and other fresh menu items, customized just the way customers want them, for more than 40 years. Potbelly promises Fresh, Fast & Friendly service in
ana welcoming environment that reflects the local neighborhood. Our employees are trained to engage with our customers in a genuine way to provide a personalized experience. We believe the combination of our great food, people and atmosphere
allows Potbelly to help people love lunch and creates a devoted base of Potbelly
fans.customers.
We believe that a key to our past and future success is our culture. It is embodied in The Potbelly Advantage,Way, which is an expression of our Vision, Mission and Values, and the foundation of everything we do. Our Vision is to be your moment of escape, thanks to our relaxing shop, friendly faces, and toasty sandwiches.the most loved sandwich brand in every neighborhood. Our Mission is to help people love lunch.delight customers with great food and good vibes. Our Values embody both how we lead and how we behave and form the cornerstone of our culture. We use simpleclear 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. As of December
27, 2020,31, 2023, we had
446424 shops in
3231 states and the District of Columbia. Of these, the company
operated 400operates 345 shops and franchisees
operated 46operate 79 shops.
In 2020, Potbelly’s total shop base reduced by 5.9% compared to the prior year. Potbelly generated shop-level (loss) profit margin of (1.4)%, 15.0%, and 16.7% in 2020, 2019, and 2018, respectively. Shop-level profit (loss) margin measures net shop sales less shop operating expenses as a percentage of net shop sales). Shop-level profit (loss) in 2020 was significantly impacted by the COVID-19 global pandemic which is discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.Shop-level profit (loss) margin is not required by, nor presented in accordance with U.S. generally accepted accounting principles (“GAAP”). See “Selected Financial Data” in Item 6 for a discussion of shop-level profit margin and a reconciliation of the differences between shop-level profit and income (loss) from operations, as well as a calculation of shop-level profit margin.
Potbelly started in 1977 as a small antique store on Lincoln Avenue in Chicago. To boost sales, the original owner began offering toasty warm sandwiches to customers. Soon, people who had no interest in antiques were stopping by to enjoy the delicious sandwiches, homemade desserts and live music featured in the shop. As time passed, Potbelly became a well-known neighborhood destination with a loyal following of regulars and frequent lines out the door.
Potbelly opened its second shop in 1997 and continued to open shops in more neighborhoods reaching
100 shops in 2005, 200 shops in 2008, 300 shops in 2013over 400 company-operated and
400 shops in 2016.franchise locations today. Throughout the growth, each new shop has maintained a similar look, vibe and experience that defines the Potbelly brand. Though our shops vary in size and shape, we maintain core elements in each new location, such as fast and efficient line flow, vintage décor customized with local details and exceptional customer focus.
Just like our first shop on Lincoln Avenue, we are committed to building community roots in all the neighborhoods we serve.
Our Business Strategy
As we close out 2020 and look
We strive to
2021, we have shifted from being reactive and focused on protecting the brand, to beingbe proactive and
more deliberate in our efforts to drive profitable growth in our existing business. Our
new “Traffic-Driven Profitability” 5-pillar strategic plan includes a prioritized set of low-cost strategic investments that we believe will
continue to deliver strong returns. The 5 pillars are:
| •
| Craveable Quality Food at a Great Value
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| •Craveable-Quality Food at a Great Value | People Creating Good Vibes
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| •People Creating Good Vibes | Customer Experiences that Drive Traffic Growth
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| •Customer Experiences that Drive Traffic Growth | Digitally Driven Awareness, Connection and Traffic
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| •Digitally-Driven Awareness, Connection and Traffic | Franchise Focused Development
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•Franchise-Focused Development
These initiatives include improvements to our overall customer experience, an updated, simplified menu and further enhancedenhancements of our Potbelly Perks rewards program. They also include improvements to drive a better digital customer experience, payment technology and loyalty programs.experience.
Lastly, we are prioritizing low-cost, high-return traffic driving opportunities, as well as numerous initiatives that are focused on expanding shop levelshop-level margins. While we cannot provide assurances that we will achieve and maintain these objectives, we consider each of them to be a core strategystrategies of our business.
Shop Operations. We believe that continued excellence in shop-level execution is fundamental to our growth strategy.and improved performance. To maintain our operational standards, we use a Balanced Scorecard approach to measure People, Customers, Sales and Profits at each of our shops. Hiring the right people and maintaining optimal staffing levels enableenables us to run efficient operations. We track metrics such as peak hour throughput and Customer Satisfaction Survey Results.customer satisfaction survey results. Shop sales and profitability are benchmarked against prior year periods and budget, and we focus on achieving targets on a shop-by-shop basis. To support our shop operators, we invest in systems and technology that can meaningfully improve shop-level execution. For example, we have applied technology to administrative activity to enable complete front-of-house, thereby maintainingautomate and ensure customer focus. In addition, we are expanding our off-premise business, including catering, delivery and pickup, which we view as additional growth drivers. Shop Development. Our company-operated shops are successful in diverse markets in 2119 states and the District of Columbia. Our shops are also located in multiple types of neighborhoods and formats, including suburban, urban, central business districts, airports and others. We evaluate a number of metrics to assess the optimal sites for our new shops, including neighborhood daytime population, site visibility, traffic and accessibility, along with an on-the-ground qualitative assessment of the characteristics of each unique trade area. This location-specific approach to development allows us to leverage our versatile shop format, which does not have standardized requirements with respect to size, shape or location, to achieve strong returns across a wide range of real estate settings. See “—Site Selection and Expansion—Shop Design” for more information about our shop requirements. Marketing. We believe that our brand position, “Potbelly is the sandwich shop with the craveable quality and good vibes of a first-class dive” reflects our brand strength and competitive advantage and has broad appeal across a wide range of market types and geographies. We learn from the formal customer feedback we solicit, and from managers and employees who interact with customers in our shops, that many customers in new markets report positive recommendations from friends and family members who live in regions with established Potbelly shops. We believe that our positive brand perception helps drive interest in our shops in both existing and new markets. We enhance this with our social and digital interactions and complement our distinctive in-shop experience with online access, allowing customers to order ahead through both our website and Potbelly app, including catering, delivery or in-shop pick up. Additionally, our Potbelly Perks rewards program unlocks connection and digital promotion capabilities with our most loyal customers.
Franchising. In 2010, we initiated a program to franchise shops in selected markets in the U.S. As of December 27, 2020, we had franchise 31, 2023, our franchisees operated 79shops in Alaska, California, Florida, Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Mississippi, Nebraska, North Carolina, North Dakota, South Dakota, Tennessee, Texas, and Virginia.across 22 states. As we further develop our franchise program, we intend to expand the number of franchise shops on a disciplined basis.at an increasing rate of growth. We focus on markets we believe have appropriate characteristics for our franchise shops and on franchisees that are compatible with the Potbelly culture. As of December 27, 2020,culture that commit to multi-unit growth through our franchisees operated 46 shops.exclusive Shop Development Area Agreements (“SDAAs”). See “—Franchising” for more information about our franchise programs. AlthoughSince the initiation of the program, we do nothave sold 182 shop commitments as of December 31, 2023. We expect franchise activities to result in significant revenue in the near term, we see the expansionfinancial impact of our franchising efforts to be a valuable potentialcontinually expand along with the franchise growth opportunity over time.itself. Each of our shops offers freshly-made food with
high qualityhigh-quality ingredients.
The majority of our sales are generated during lunch, but dinner and breakfast (in locations with high early morning traffic) are also important to our business. Our menu currently includes toasty
warmhot sandwiches, signature salads, soups, chili, sides,
dessertsfreshly-baked cookies, hand-dipped shakes and, in our breakfast locations, breakfast
sandwiches and steel cut oatmeal.sandwiches.
Overall, we believe our menu of
high qualityhigh-quality food at reasonable prices offers considerable value to our customers. In fiscal
2020,year 2023, our system-wide average check
per entree was approximately
$9.09.$11.87, up from $11.38 in 2022.
We believe menu innovation is a way for us to grow our business, responding to consumer trends, listening to customer feedback, and understanding
customer’scustomers' needs. This innovation includes the
on-goingongoing development of bundling options, craveable add-ons, and premium protein sandwiches served toasty warm from our ovens, while continuing to encourage customization and personalization by each customer.
Food Preparation and Safety
Food safety is a top priority, and we dedicate substantial resources, including our supply chain and quality assurance teams, to help ensure that our customers enjoy safe, quality food products. We have taken various steps to mitigate food safety and quality risks, including having personnel focused on this goal together with our supply chain team. We consider food safety and quality assurance
when selecting our distributors and suppliers. The shops are provided the
training, processes and tools to serve safe,
wholesomeconsistent, quality food to our customers. Our shops’ practices are validated by third-party food safety reviews, internal safety audits and routine health inspections.
Shop Operations and Management
We believe having an excellent manager in each shop is a critical factor in achieving continuous excellence in operations. Managers hire our
employees,associates, help ensure consistent execution of our menu items and strive to achieve specific targets that are evaluated
on a quarterly basis.daily, weekly and periodically. We devote significant time and resources to identifying, selecting and training our managers who,
plan, manage and operate their shops and who, along with our employees, provide a positive
customer experience to our Potbelly
fans.customers. We
believeinvest in people, customer and operating systems that help our
comprehensive processes for developingleaders manage their teams and drive consistency in achieving business
leaders, such as ourtargets. Our sales-based commission, profit-sharing bonus program incentivizes all levels of shop
managers, are a key factor in driving our success.management on continuous improvement.
Our operations are structured around the elements ofof: People, Customers, Sales and Profits. DuringOur business includes over 39% digital orders through the Potbelly App or website and third-party delivery services providers, along with our peak hoursin-shop and drive-thru experiences. The highest sales volume daypart is lunch, but other parts of 11:30 a.m.the day are also important to 1:30 p.m.,our business. Additionally, we have well balanced sales volume throughout the week. Our labor scheduling systems help ensure the appropriate staffing when needed. For in-shop orders, our employees greet our customers, and take their order and dress the sandwiches to order. We are implementing and expanding upon new technology with the Potbelly Digital Kitchen ("PDK") that helps streamline digital orders (in someand support high volume shops with in-line order taking tablets to improve throughput and customer satisfaction. Beginning in 2023, PDK was and will be integrated in the initial construction and design of all new shop openings.
Each shop has a budget and targets that align to the shop bonus programs. Our scorecard system aligns key targets such as sales and profits, staffing, training, turnover and customer experiences to encourage high performance. Our performance metrics are aligned to the quarterly shop bonus program that rewards top performers and encourages over-delivery against targets. In addition to our internal efforts, we take their orders while they wait in line by using a proprietary tablet system to communicate with our preparation employees). We focus on effective communication, technology and managementalso leverage third-party companies to provide a quickcustomer service feedback and seamless experience for our customers. In addition, each shop completes quarterly tactical plans designedconduct food safety assessments to help the shop achieve its targets relative to each element. In order to better assessanalyze and improve the Potbelly experience.
The Potbelly Experience
We seek to deliver a positive experience
we track metrics suchfor every customer at every opportunity through our tasty food, unique atmosphere and outgoing and engaging employees. We staff each shop with experienced teams to ensure consistent and attentive customer service that provides a unique and "Good Vibes" experience. We target employees who are friendly and responsive to the needs of our customers as
salesthey assist them in selecting menu items complementing individual preferences. We staff appropriately during peak hours to ensure a fast yet personal Potbelly experience for each in-shop customer, with face-to-face interaction from start to finish and
profitability, employee turnovera fast yet convenient experience for each of our digital customers. We also provide off-premise services, including catering, delivery and
customer satisfaction. We review overall scores locally, regionally and nationally in order
ahead to
assessserve our
operational progress and identify areas of operational focus. Attaining sales and profit budgets and meeting Customer & People targets allows a shop to be eligible for quarterly incentive targets.customers.
As of December
27, 2020,31, 2023, we employed
approximately 5,500over 5,000 persons, of which approximately
100180 are corporate personnel,
500450 are shop management personnel and the remainder are hourly shop personnel.
Our franchisees are independent business owners that separately employ personnel in their shops.
Potbelly actively creates and promotes an environment that is inclusive of all people and their unique abilities, strengths and differences. We respect and embrace diversity in each other, our customers, suppliers and all others with whom we interact as an essential component in the way we do business. We look to attract, hire and retain smart, talented and outgoing people who share and demonstrate our values. We value friendly employees who engage with our customers in a genuine way to provide a personalized experience. We believe we make expectations and accountabilities clear through our culture training and our Employee Handbook, including the Ethics Code of Conduct, which summarizes company information, policies and employee conduct
guidelines and is required to be reviewed and signed by every employee upon hire and repeated annually.guidelines.
The Potbelly AdvantageWay, outlined in our Employee Handbook, defines the Cultureculture of our company and our employees. It is the recipe that motivates and inspires us to be the best at what we do. Our Vision – Your moment of escape, thanks to our relaxing shop, friendly faces and toasty sandwiches.be the most loved sandwich brand in every neighborhood.
Our Mission – Help peopleto delight customers with great food and good vibes.
Our Values:
•Great Food – we love lunch again.serving great-tasting, high-quality craveable food.Our Values
are expressed by How We Lead•Good Vibes – we bring positive energy, fun and How We Behave.friendliness. | o•Achievement – we have high standards, deliver great results and celebrate success.
| Build and Inspire Teams: Select great talent, capture their hearts and minds, empower them to flourish
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| o•Innovation – we're always improving through creative solutions.
| Embrace Change: Continually evolve and innovate
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| o•Integrity – we're accountable and always do what's right.
| Create Potbelly “Fans”: Deliver the Potbelly Experience that creates customer love and loyalty
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| o•Teamwork – we have each other's back and work together.
| Deliver Results: Use tools and best practices to drive consistently excellent results
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| o•Community – we value and support the neighborhoods we call home.
| Teamwork: Respect diverse backgrounds and points of view, work together to support the success of the team
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| o•Belonging – we make everyone feel welcome and valued.
| Accountability: Own it – by meeting commitments, making priorities and expectations clear and providing feedback
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| o
| Positive Energy: Be passionate about our jobs and create a fun, friendly and caring environment
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| o
| Coaching: Increase the competence, confidence and capabilities of others
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| o
| Food Loving: We love great food, made right
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| o
| Integrity: Act with dignity, honesty and respect
|
Our culture helps us to attract and retain employees and has contributed to our better than industry averagebetter-than-industry-average turnover rate of 82.5% for the year ended December 27, 2020.31, 2023. Employees are further encouraged to perform at their personal best through an ongoing scorecard measuring system that is tied directly to a pay for performance compensation program. We believe our sustainable process to hire, train and develop our people enables us to deliver a positive customer experience. A typical Potbelly shop consists of one salaried general manager, several hourly managers and as many as 5 to 14numerous employees. The number of employees can increase during our peak hours.
hours or at locations with high-traffic.
Many of our managers live in the neighborhood in which their shop is located. We believe this allows them to get to know their customers, understand the unique character of each neighborhood and form deep roots within the community. The shop manager has primary responsibility for the day-to-day operation of the shop and is required to abide by Potbelly’s operating standards. Our Management Training Program provides new
managerslevels of management with
sixfive to
eightnine weeks of training that emphasizes culture, standards, strategy and procedures to prepare them for success, and is followed by on-going, in-shop coaching with their District
Manager or Regional
manager.Director. Our shop managers report to District Managers who typically report to a Regional Director, and
Vice President of Company Operations. We also employ franchise business consultants exclusively dedicated to our franchisees and their shop operations. These employees all report ultimately to our Chief
OperationsOperating Officer. In addition, members of senior management visit shops regularly to help ensure that our culture, strategy and quality standards are being adhered to in all aspects of our operations.
Shop managers are responsible for selecting, hiring and training the employees for each new shop. The training period for new non-management employees lasts approximately eight weeks and is characterized byincludes on-the-job supervision by an experienced employee. Ongoing employee training remains the responsibility of the shop manager, but as noted above, we also provide specific training for our employees around The Potbelly AdvantageWay each year. Special emphasis is placed on the safety, consistency and quality of food preparation and service, which is monitored through ongoing coaching sessions and meetings with managers. In addition, we have other continuing communications with all of our employees on food safety and preparation standards. At Potbelly, we believe rewards and recognition play an important role in retaining our employees. Our approach to
rewardrewarding talent is through a combination of competitive compensation and benefits. To foster a sense of ownership and align the
interestinterests of our team members with shareholders, stock options, restricted stock units and performance-based units are provided to eligible team members under our 2019 Long-Term Incentive Plan. Additionally, certain employees are eligible for performance-based cash incentive plans. These incentive plans reward individuals based on the achievement of predetermined company targets.
Potbelly is committed to providing our employees with a benefits program that is both comprehensive and competitive. Our benefits program offers health care, dental and vision coverage, as well as financial
securitystability to our employees and their families.
We remain focused on compensating our employees equally, regardless of gender, race and ethnicity. Potbelly
also provides an employee meal benefit program. Our Recognition
HandbookToolkit outlines our programs that recognize employees’ contributions to the overall objectives and efficient operations of the
Potbelly Nation.The Potbelly Experience
We seek to deliver a positive experience for every customer at every opportunity through our tasty food, unique atmosphere and outgoing and engaging employees. We seek to staff each shop with experienced teams to ensure consistent and attentive customer service. We look to hire employees who are friendly and responsive to the needs of our customers as they assist them in selecting menu items complementing individual preferences. We strive to staff appropriately during peak hours to ensure a fast yet personal Potbelly experience for each customer, with face-to-face interaction from start to finish. We also provide off-premise services, including catering, delivery and pick-up to serve our Potbelly fans.
Company.
As of December
27, 2020,31, 2023, we had
446424 shops in
3231 states and the District of Columbia. Of these, the company operates
400345 shops and franchisees operate
4679 shops.
In 2020, 2019, and 2018,2023, we opened 5, 2, and 10,one new company-operated shops, respectively,shop and expanded Boston, Chicago, and District of Colombia.closed seven. In the near term, we will continue to closeevaluate underperforming shops for possible closure and limit our rate of company-operated shop growth. In 2021,growth while we do notfocus on franchise shop development under our Franchise Growth Acceleration Initiative. As part of this initiative, we
refranchised 33 company-operated shops during 2023 across multiple markets. We expect
to open any new company-operated shops.that most of our shop growth will occur through franchisee development in 2024.
With an average new shop investment of approximately
$600,000$650,000 and average unit volumes of
approximately $1$1.32 million, which represent the average net sandwich shop sales for all
company-operated shops
on an annual basis (excluding periods when sales were adversely impacted by COVID-19),for fiscal year 2023, we strive to generate average shop-level profit margins, a non-GAAP measure,
that range from theof mid to high
teens to above 20%.teens. However, we cannot provide any assurances that we will achieve and maintain similar profit margins or cash returns in the future.
Site Selection and Expansion
We consider the location of a shop to be a critical variable in its long-term success and as such, we devote significant effort to the investigation and evaluation of potential locations. We seek new shop locations based on specific criteria, such as demographic
characteristics, daytime population thresholds and traffic patterns, along with the potential visibility of, and accessibility to, the shop. New company shops are built with only one purpose in mind: to generate cash flow that meets or exceeds those modeled in our return targets. InFranchisees have similar expectations for their new shop development while the near term we plancompany benefits from the brand expansion and royalty income from those locations. Our strategy is to focus primarily on franchise unit growth and limit our rate of company-operated shop growth.
We strive to create a unique customer experience that delivers a neighborhood feel for each shop. We typically design the interior of our shops in-house, utilizing outside architects when necessary. Our design team sources most furnishings and decorations for our shops. Each of our shops features vintage décor and shared design elements, such as the use of wood, wallpaper motifs and our signature Potbelly stove. Consistent with The Potbelly AdvantageWay, our shops display locally-themed photos and other decorative items inspired by the neighborhood. Our shop size averages approximately 2,4002,300 square feet; however, we currently target shop sizes between 1,800 and 2,5002,000 square feet for new openings. The dining area of a typical shop can seat anywhere from 20 to 40 to 60 people.customers. Some of our shops incorporate larger dining areas and outdoor patios. We believe the unique atmosphere creates a lively place where friends and family can get together, encourages repeat visits by our customers and drives increased sales. In responseWe continue to COVID-19, we focusedfocus on improving our shop design to improve the delivery and customer pickup experience. Construction of a new shop generally takes approximately
5060 to 90 days from the date the location is leased or under contract, fully permitted and the landlord has delivered the space to Potbelly. Each new shop requires a total cash investment of approximately
$600,000,$650,000, but this figure could be materially higher or lower depending on the market, shop size and condition of the premises upon landlord delivery. We generally construct shops in third-party leased retail space but also construct free-standing buildings on leased properties. In the future, we intend to continue converting existing third-party leased retail space or constructing new shops in the majority of circumstances. For additional information regarding our leases, see “—Properties” in Item 2.
We look for franchisees who love working with a team and have solid business experience, financial qualifications and personal motivation. Our franchise arrangements grant third parties a license to establish and operate a shop using our systems and our trademarks. The franchisee pays us for the ideas, strategy, marketing, operating system, training, purchasing power and brand recognition. All new U.S. franchisees participate in an eight to twelve-weekeight-week training program consisting of real lifereal-life experience in our company-operated shops. Franchised shops must be operated in compliance with our methods, standards and specifications, regarding menu items, ingredients, materials, supplies, services, fixtures, furnishings, décor and signs. Although we do not expect
Franchising Terms
The conventional franchise agreement provides for an initial term of eight to ten years with the option to renew. The conventional agreement requires the franchisee to pay a weekly royalty of 6.0% of gross sales net of discounts, an upfront initial franchise fee and ongoing IT and operational fees. The franchisee is also required to contribute to the Potbelly Brand Fund, which is used for advertising and marketing activities to resultpromote the Potbelly brand.
In addition to franchise and license agreements, we also enter into development arrangements with certain franchisees. The agreement, which includes a development fee charged to the franchisee, gives exclusive rights to develop shops in
significant revenue ina specified geographical area for a certain period of time. The development fee paid is credited towards the
near term, we seeinitial franchise fee owed for each shop opened under the
expansion of our franchising efforts to be a valuable potential growth opportunity over time.agreement.
Advertising and Marketing
We believe our shops appeal to a broad base of loyal customers for our great food,
diverse menu and
fun environmentgood vibes, staffed by friendly people. Under our current strategy we have devoted
moregreater marketing resources
to marketing, utilizing marketing and advertising tactics to promote the Potbelly brand and, among other things, generate awareness of shop locations, promotions and brand
differentiation.differentiation all with the objective of driving traffic growth in our shops.
We promote our
shops through mediabrand in
all markets
in whichwhere we have
scale.shops. The
usesuse of digital
and outdoor media
areis the most common advertising
vehicles we use in these markets.vehicle. Additionally, we rely on in-shop materials to communicate and market to our customers.
We have increased our use of digital marketing tools, which enable us to reach a significant number of people in a timely and targeted
fashion at a fraction of the cost of traditional media.fashion. We believe that our customers will use social media to make dining decisions or to share dining
experiences,experiences; therefore, we advertise on Facebook, Instagram
Twitter and several other
socialdigital media
websites.platforms. We also leverage our Potbelly App to communicate with our customers and personalize offers for them. These platforms allow them to transact with us digitally by ordering ahead
for pickup or delivery, paying with their phone and earning tasty treats.
Potbelly Perks
During the second quarter of 2020, the Company implemented
We offer a
new customer loyalty program for customers
usingcalled Potbelly Perks that can be accessed at potbelly.com, the Potbelly
Perks applicationApp and at the point of
sale. The customer will typically earnsale in our shops. In 2023, a Potbelly Perks member earned 10 points for every dollar spent and
the customer will earnearned a
free entrée after earningachieving 1,000 points. Once a customer earns amember earned the free entrée, that entrée reward will expireexpired after 30 days. Any point in
In January 2024, we enhanced our Potbelly Perks program to provide more reward options and flexibility for members. Members will earn 10 or more coins, the equivalent of points under the legacy program, for every dollar they spend. The number of coins earned per dollar is dependent on each member's annual spend with Potbelly. Coins can be redeemed for a
customer’s account that does not go toward earning a full entrée willvariety of items across the Potbelly menu. The coins expire
aone year after
the point isthey are earned.
Sourcing and Supply Chain
Our supply chain team sources, negotiates and purchases food supplies for our shops. We believe in using safe,
high qualityhigh-quality ingredients while maintaining our value position in the marketplace. We benchmark our products against the competition using consumer panels. We contract with Distribution Market Advantage, Inc.
("DMA"),
or DMA, a cooperative of multiple food distributors located throughout the nation. DMA is a broker through which we negotiate and gain access to third-party food distributors and suppliers. For fiscal year
2020,2023, distributors through our DMA arrangement supplied us with
approximately 87%more than 90% of our food supplies through six primary distributors: Reinhart FoodService, L.L.C., Ben E. Keith Company, Harbor Foodservice, Shamrock Foods, Gordon Food Service and Nicholas & Co. Our remaining food supplies are distributed by other distributors under separate contracts. Our distributors deliver inventory to our shops approximately two to three times per week.
We negotiate pricing and volume terms directly with certain of our suppliers and distributors or through DMA. Our supply chain team utilizes a mix of forward pricing protocols for certain items under which we agree with our supplier on fixed prices for deliveries at some time in the future, fixed pricing protocols under which we agree on a fixed price with our supplier for the duration of that protocol, and formula pricing protocols under which the prices we pay are based on a specified formula related to the prices of the goods, such as spot prices. Our use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically 12 months or less).
Currently we have pricing arrangements of varying lengths with our distributors and suppliers, including distributors and suppliers of meats, dairy, bread, cookie dough and other products. Meats represent
about 27%approximately 30% of our product purchasing composition. In fiscal year
2020,2023, more than
95%80% of our meat products were sourced from 10 suppliers under non-exclusive contracts.
We have secondary suppliers in place for many of our significant meats, and we believe we would be able to source our meat requirements from different suppliers if doing so became necessary. We have a non-exclusive contract with Campagna-Turano Bakery, Inc. for our signature multigrain bread. Campagna-Turano Bakery, Inc. produces bread items in a primary and secondary production facility. We have secondary suppliers in place for,
many of our
significant meats,bread items and we believe we would be able to source our
meat and bread requirements from different suppliers if doing so became necessary. However, changes in the price or availability of certain products may affect the profitability of certain items, our ability to maintain existing prices and our ability to purchase sufficient amounts of items to satisfy our customers’ demands.
Many
The remainder of our products, ingredients and supplies are currently sourced from
multiplea variety of interchangeable suppliers. Additionally, our supply chain team has established contingency plans for many key products. For example, manufacturers of certain products maintain alternative production facilities capable of satisfying our requirements should the primary facility experience interruptions. For other products, we believe we have identified alternate suppliers that could meet our requirements at competitive prices or, in some cases, have identified a product match that could be used in our shops. Our supply chain team regularly updates our procurement strategies to include contingency plans for new products and ingredients, as well as additional secondary and alternate suppliers. We believe these strategies would collectively enable us to obtain sufficient product quantities from other sources at competitive prices without material disruption should a current supplier be unable to fulfill its commitment to us.
Management
Information
SystemsTechnology
Shop-level financial and accounting controls are handled through a point-of-sale and back-office system (“POS”) networked into a centralized data center. The POS system is used to process credit card sales transactions and manage the business, controlling costs such as inventory and labor. We use a point-to-point encrypted payment solution to process credit card transactions. Our company-operated shops report all transaction data into our corporate data warehouse where business information is provided to corporate employees to aid in collaboration, communication, and training between shops and the corporate office. We believe our systems currently comply with all credit card industry security standards for processing of credit and gift cards.
Competition
Competition
We compete in the restaurant industry, primarily in the
limited-servicefast-casual restaurant segment but also with restaurants in the full-service restaurant segment and face significant competition from a wide variety of restaurants, convenience stores and other outlets on a national, regional and local level. We
also face growing competition from meal delivery kit services. We believe that we compete primarily based on product quality, restaurant concept, service, convenience, value perception and price.
Many of our competitors have existed longer and have a more established market presence with substantially greater financial, marketing, personnel, and other resources than we do, and as a result, these competitors may be better positioned to succeed in a highly competitive restaurant industry. Our competition continues to intensify as competitors increase the breadth and depth of their product offerings and open new units. We compete with
limited-servicefast-casual restaurants, specialty restaurants and other retail concepts for prime shop locations. In recent years, competition has increased from food delivery services, which offer meals from a wide variety of
restaurants, particularly during COVID-19.restaurants.
We and our franchisees are subject to various federal, state, and local laws affecting our business. Each of our shops is subject to licensing and regulation by a number of governmental authorities, which may include, among others, health and safety, nutritional menu labeling, health care, environmental and fire agencies in the state, or municipality in which the shop is located. Difficulty in obtaining or failing to obtain the required licenses or approvals could delay or prevent the development of a new shop in a particular area. Additionally, difficulties or inabilities to retain or renew licenses, or increased compliance costs due to changed regulations, could adversely affect operations at existing shops.
Our shop operations are also subject to federal and state labor laws, including the U.S. Fair Labor Standards Act, and the U.S. Immigration Reform and Control Act of 1986, and the Occupational Safety and Health Act, governing such matters as minimum wages, overtime, fringe benefits, workplace safety and other worker conditions.conditions and citizenship requirements. Significant numbers of our food service and preparation personnel are paid at rates related to the applicable minimum wage and further increases in the minimum wage or other changes in these laws could increase our labor costs.
Our ability to respond to minimum wage increases by increasing menu prices will depend on the responses of our competitors and customers. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us.
We and our franchisees may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment matters,
as well as discrimination and similar matters.
The Patient Protection and Affordable Care Act of 2010 (the “PPACA”) enacted in March 2010 requires chain restaurants with 20 or more locations in the United States to comply with federal nutritional disclosure requirements. The FDA issued final regulations with regard to restaurant menu labeling that became effective May 7, 2018. A number of states, counties and cities have also enacted menu labeling laws requiring multi-unit restaurant operators to disclose additional nutritional information to customers, or have enacted legislation restricting the use of certain types of ingredients in restaurants. While our ability to adapt to consumer preferences is a strength of our concepts, the effect of such labeling requirements on consumer choices, if any, is unclear at this time.
We and our franchisees are subject to the Americans with Disabilities Act (the “ADA”), which, among other things, requires our shops to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we and our franchisees could be required to expend funds to modify our shops to provide service to, or make reasonable accommodations for the employment of, disabled persons. In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship and residency. Government regulations could affect and change the items we procure for resale. We and our franchisees may also become subject to legislation or regulation seeking to tax and/or regulate sugary beverages and high-fat and high-sodium foods, which could be costly to comply with. Our results can be impacted by tax legislation and regulation in the jurisdictions in which we operate and by accounting standards or pronouncements.
We and our franchisees are also subject to laws and regulations relating to information security, privacy, cashless payments, gift cards and consumer credit, protection and fraud, and any failure or perceived failure to comply with these laws and regulations could harm our reputation or lead to litigation, which could adversely affect our financial condition.
Our franchising activities are subject to the rules and regulations of the Federal Trade Commission (“FTC”) and various state laws regulating the offer and sale of franchises. The FTC’s franchise rule and various state laws require that we furnish a franchise disclosure document (“FDD”) containing certain information to prospective franchisees and a number of states require registration of the FDD with state authorities. Substantive state laws that regulate the franchisor-franchisee relationship, including in the areas of termination and non-renewal, presently exist in a substantial number of states,states. We believe that our FDD and bills have been introducedfranchising procedures comply in Congress from time to time that would provide for federal regulation ofall material respects with both the franchisor-franchisee relationship. TheFTC guidelines and the applicable state laws often limit, among other things, the duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchisor to designate sources of supply.
regulating franchising in those states in which we have offered franchises.
See “Risk Factors” in Item 1A for a discussion of risks relating to federal, state
local and
internationallocal regulation of our business.
Our business is subject to seasonal fluctuations. Historically, customer spending patterns for our established shops are lowest in the first quarter of the year due to holidays, consumer habits and adverse weather.
Other factors also have a seasonal effect on our results. For example, shops located near colleges and universities typically do more business during the academic year. Our quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year.
Intellectual Property and Trademarks
We regard our “Potbelly” and “Potbelly Sandwich Works” trademarks as having significant value and as being important factors in the marketing of our shops. We have also obtained trademarks for several of our other menu items, such as “A Wreck,” and for various advertising slogans, including “Good Vibes, Great Sandwiches,” “Feed Your Smile” and “A First Class Dive.” We
are awarehave procedures in place to monitor for potential infringement of
namesour intellectual property, and
marks similar to the trademarks of ours used by other persons in certain geographic areas in which we have shops. However, we believe such uses will not adversely affect us. Ourit is our policy
is to pursue registration of our intellectual property whenever possible and to oppose vigorously any infringement
thereof.thereof, taking into account the strength of our claim, likelihood of success, cost and overall business priorities.
We license the use of our registered trademarks to franchisees through franchise arrangements. The franchise arrangements restrict franchisees’ activities with respect to the use of our trademarks and impose quality control standards
in connection withfor the goods and services offered in connection with the trademarks.
Available Information
We were incorporated in Delaware in June 2001 as Potbelly Sandwich Works, Inc. and changed our name to Potbelly Corporation in 2002. Our principal offices are located at 111 North Canal Street, Suite 850, Chicago, Illinois 60606 and our telephone number is (312) 951-0600.
We maintain a website with the address www.potbelly.com.
On our website, we make available at no charge our annual reportPotbelly's Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
alland amendments to those reports
filed with or furnished to the Securities and
Exchange Commission (the “SEC”), are publicly available free of charge on the Investor Relations section of our
proxy statement,website at investors.potbelly.com as soon as reasonably practicable after these materials are filed with or furnished to the SEC.
TheIn addition, the SEC
also maintains
a website (www.sec.gov)an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the
SEC. The contents ofSEC at www.sec.gov. We also use our website
as a tool to disclose important information about the company and comply with our disclosure obligations under Regulation Fair Disclosure. Our corporate governance policies, Ethics Code of Conduct and Board committee charters are
also posted on the Investor Relations section of Potbelly's website. The information on our website (or any webpages referenced in this Annual Report on Form 10-K) is not
incorporated by reference intopart of this
Form 10-K.
or any other report Potbelly files with, or furnishes to, the SEC.
ITEM 1A. RISK FACTORS ITEM 1A.
| RISK FACTORS
|
You should carefully consider the following factors, which could materially affect our business, financial condition or results of operations. You should read these Risk Factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our consolidated financial statements and the related notes to those statements included in Item 8.
Risks Related to
the COVID-19 PandemicThe COVID-19 pandemic has adversely affected and could continue to adversely affect our business and results of operations.
The COVID-19 pandemic and related government restrictions imposed by federal, state and local governments have and may continue to impact customer traffic at our shops, may make it more difficult to staff our shops and, in more severe cases, may cause a temporary inability to obtain supplies, increase commodity costs or cause closures of our affected shops, possibly for prolonged periods of time. While some of our shops remained fully operational, the majority were temporarily only open for delivery, pick-up, take-out or drive-thru services for extended periods, as we were required to close or reduce service hours or access to many of our shops to comply with government restrictions. We have also implemented temporary closures, modified hours or reductions in on-site staff, resulting in cancelled shifts for some of our employees. COVID-19 has also adversely affect our ability to implement our business strategy, including our ability to build in both new and existing markets, increase brand awareness and expand our franchising efforts. These changes and any additional changes may materially adversely affect our business or results of operations, and may impact our liquidity or financial condition, particularly if these changes are in place for a significant amount of time.
In addition, our operations could be disrupted if any of our employees or employees of our franchisees were suspected of having COVID-19 since this could require us or our franchisees to quarantine some or all such employees or close and disinfect our shop facilities. If a significant percentage of our workforce or the workforce of our franchisees are unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations.
Furthermore, the risk of contracting COVID-19 has caused employees and guests to avoid gathering in public places, which has had, and could further have, adverse effects on our shop guest traffic or the ability to adequately staff shops, in addition to the measures we have already taken with respect to moving certain of our shops to delivery, pick-up or drive-thru only service. We would also be adversely affected if government authorities impose additional restrictions on public gatherings, human interactions, operations of restaurants or mandatory closures, seek voluntary closures, restrict hours of operations or impose curfews, restrict the import or export of products or if suppliers issue mass recalls of products. Currently, several states and municipalities in the U.S. where we operate have temporarily restricted the operation of restaurants in light of COVID-19. Any future additional regulation or requirements with respect to the compensation of our employees could also have an adverse effect on our business. Such perceived risk of infection or health risk may adversely affect our business, liquidity, financial condition and results of operations.
Additionally, our results of operations are materially affected by conditions in the credit and financial markets and the economy generally. Global credit and financial markets have experienced extreme volatility and disruptions as a result of the COVID-19 pandemic including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that deterioration in credit and financial markets and confidence in economic conditions will not occur or be sustained as a result of the COVID-19 pandemic. If the current equity and credit markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Failure by us to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price.
The full extent to which the COVID-19 pandemic impacts our business, markets, supply chain, customers and workforce will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 pandemic and the actions to treat or contain it or to otherwise limit its impact, among others.
Risks Related to the Nature of our Business and Operating in the Restaurant Industry
We face significant competition for customers and our inability to compete effectively may affect our traffic, sales and shop-level profit margins, which could adversely affect our business, financial condition and results of operations.
The restaurant industry is intensely competitive with many well-established companies that compete directly and indirectly with us with respect to food safety and quality, ambience, service, price, and value and location. We compete in the restaurant industry with national, regional and locally-ownedlocally owned limited-service restaurants, fast casual restaurants, and full-service restaurants. Some of our competitors have
significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well established in markets in which we have existing shops or intend to locate new shops. In addition, many of our competitors have greater name recognition nationally or in some of the local markets in which we have shops. Any inability to successfully compete with the restaurants in our markets will place downward pressure on our customer traffic and may prevent us from increasing or sustaining our revenues and profitability. Consumer tastes, nutritional and dietary trends, traffic patterns and the type, number and location of competing restaurants often affect the restaurant business, and our competitors may react more efficiently and effectively to those conditions. Further, we face growing competition from the supermarket industry, with the improvement of their “convenient meals” in the deli section, and from limited-service and fast casual restaurants, as a result of higher-quality food and beverage offerings by those restaurants. Meal kit delivery companies and other eat-at-home options also present some degree of competition for our shops. In addition, some of our competitors have in the past implemented programs which provide price discounts on certain menu offerings, and they may continue to do so in the future. If we are unable to continue to compete effectively, our traffic, sales and shop-level profit margins could decline, and our business, financial condition and results of operations would be adversely affected.
Our digital business, which has become an increasingly significant part of our business, is subject to risks.
If we do not continue to grow our digital business, it may be difficult for us to achieve our planned sales growth. We rely on some third-party delivery services to fulfill delivery orders and their ordering and payment platforms, or our mobile app or online ordering system, could be interrupted by technological failures, user errors, cyber-attacks or other factors, which could adversely impact sales through these channels and negatively impact our reputation. Our delivery partners are responsible for order fulfillment and errors or failures to make timely deliveries could cause guests to stop ordering from us. Additionally, our delivery partners own the customer data for Potbelly orders placed on their platform and may use such customer data to encourage customers to order from other restaurants or delivery platforms. The third-party restaurant delivery business is intensely competitive, with a number of players competing for market share, online traffic capital, and delivery drivers. If the third-party delivery services that we utilize cease or curtail operations, increase their fees, or give greater priority or promotions on their platforms to our competitors, our delivery business and our sales may be negatively impacted.
We are subject to risks associated with leasing property subject to long-term non-cancelable leases, and the costs of exiting leases at shops we have closed or may close in the future may be greater than we estimate.
We do not own any real property and all of our company-operated shops are located on leased premises. Payments under our company-operated shops' leases account for a significant portion of our operating expenses, and we expect that new company-operated shops in the future will also be leased. The leases for our shop locations generally have initial terms of ten years and typically provide for two renewal options in five-year increments as well as for rent escalations. Generally, our leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent. We generally cannot cancel these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If we close a shop, we nonetheless may be obligated to perform our monetary obligations under the applicable lease, including, among other things, payment of the base rent for the balance of the lease term. In addition, as each of our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close shops in desirable locations. For further details on the significance of occupancy costs to our profitability, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations-Fiscal year 2023 (53 Weeks) Compared to Fiscal year 2022 (52 Weeks)-Revenues” in Item 7.
We may sublease or assign properties and face future liability if subtenants or assignees default or incur contingent liabilities.
For the underperforming shops we have closed, we have negotiated lease termination agreements on terms that are acceptable to us for a majority of them. However, in some cases we may seek to either assign leases and retain contingent liability for rent and other lease obligations or to retain the tenant’s obligations under the lease and sublease the shop premises to a third party. But we may be unable to enter into such arrangements on acceptable terms, and even if we do, such arrangements may result in our incurring liabilities and expenses in future periods. The rent payments that we receive from subtenants may be less than our rent obligations under the leases. Under these circumstances, we would be responsible for any shortfall. These risks are heightened as we continue to increase our refranchising efforts which may adversely affect our financial condition or results of operations.
Our sales and profit growth could be adversely affected if comparable store sales are less than we expect.
The level of comparable store sales, which represent the change in year-over-year sales for company-operated shops open for 15 months or longer, will affect our sales growth and will continue to be a critical factor affecting profit growth. Our ability to increase comparable store sales depends in part on our ability to successfully implement our initiatives to build sales. Such initiatives may not be successful, resulting in our inability to achieve our target comparable store sales growth or that the change in comparable store sales could be negative, either of which may cause a decrease in sales and profit growth that would adversely affect our business, financial condition or results of operations.
Food safety and food-borne illness concerns may have an adverse effect on our business by reducing demand and increasing costs.
Food safety is a top priority, and we dedicate substantial resources to help ensure that our customers enjoy safe, quality food products. However, food-borne illnesses and food safety issues have occurred in the food industry in the past and could occur in the future. Any report or publicity linking us to instances of food-borne illness or other food safety issues, including food tampering or contamination, could adversely affect our brand and reputation as well as our revenues and profits. In addition, instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact our sales.
Furthermore, our reliance on external food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control and that multiple locations would be affected rather than a single shop. We cannot assure that all food items are properly maintained during transport throughout the supply chain and that our employees will identify all products that may be spoiled or contaminated and should not be used in our shops. If our customers become ill from food-borne illnesses, we could be forced to temporarily close some shops. Furthermore, any instances of food contamination, whether or not at our shops, could subject us or our suppliers to a food advisory, recall or withdrawal pursuant to the Food Safety Modernization Act.
We have limited control with respect to the operations of our franchisees which could have a negative impact on our business.
Our digitalfranchisees are obligated to operate their shops according to our specific guidelines. We provide training opportunities to these franchisees to integrate them into our operating strategy. However, since we do not have control over these shops, we cannot ensure that there will not be differences in product quality, operations, marketing or profitably or that there will be adherence to all of our guidelines at these shops. The failure of these shops to operate effectively could adversely affect our cash flows from those operations or have a negative impact on our reputation or our business.
In addition, franchisees may not have access to the financial or management resources that they need to open the shops contemplated by their agreements with us or be able to find suitable sites on which to develop them, or they may elect to cease development for other reasons. Franchisees may not be able to negotiate acceptable lease or purchase terms for the sites, obtain the necessary permits and governmental approvals or meet construction schedules. Any of these problems could slow our growth from franchise operations and reduce our franchise revenues. Additionally, financing from banks and other financial institutions may not always be available to franchisees to construct and open new shops. The lack of adequate financing could adversely affect the number and rate of new shop openings by our franchisees and adversely affect our future franchise revenues.
Risks Related to Macroeconomic and Industry Conditions
Local conditions, adverse weather conditions, natural disasters, acts of violence, terrorism or civil unrest, could adversely affect our business.
Certain of the regions in which we operate have been, and may in the future be, subject to adverse local conditions, events, terrorist attacks, adverse weather conditions, or natural disasters, such as earthquakes, floods, hurricanes and wildfires. Any of the foregoing events may result in physical damage, temporary or permanent closure, lack of an adequate work force, or temporary or long-term disruption in the supply of food, beverages, electric, water, sewer and waste disposal services necessary for our shops to operate. Depending upon its magnitude, any of the foregoing could severely damage our shops and/or adversely affect our business, results of operations or financial condition. We currently maintain property insurance and business interruption insurance covering all locations in which has become an increasinglywe are the primary lessee. However, if there is a major disaster, such coverage may not be adequate. In addition, upon the expiration of our current insurance policies, adequate insurance coverage may not be available at reasonable rates, or at all. We have disaster recovery procedures and business continuity plans in place to address most events of a crisis nature (including hurricanes and other natural disasters) including back up and off-site locations for recovery of electronic and other forms of data and information. However, if we are unable to fully implement our disaster recovery plans, we may experience delays in recovery of data, inability to perform vital functions, tardiness in required reporting and compliance, failures to adequately support shop operations and other breakdowns in normal communication and operating procedures that may have a material adverse effect on our business, results of operations, financial condition and exposure to administrative and other legal claims.
Increased commodity, energy and other costs could decrease our shop-level profit margins or cause us to limit or otherwise modify our menus, which could adversely affect our business.
Our profitability depends in part on our ability to anticipate and react to changes in the price and availability of food commodities, including among other things beef, poultry, grains, dairy and produce. Prices may be affected due to market changes, increased competition, the general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or acts of war, terrorism or other hostilities, including the war between Russia and Ukraine and the conflict between Israel and Palestine. Other events could increase commodity prices or cause shortages that could affect the cost and quality of the items we buy or require us to further raise prices or limit our menu options. These events, combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our sales and shop-level profit margins. We enter into certain forward pricing arrangements with our suppliers from time to time, which may result in fixed or formula-based pricing with respect to certain food products. See “Quantitative and Qualitative Disclosures about Market Risk-Commodity Price Risk” in Item 7A. However, these arrangements generally are relatively short in duration and may provide only limited protection from price changes, and the extent to which we use these arrangements varies substantially from time to time. In addition, the use of these arrangements may limit our ability to benefit from favorable price movements.
Our profitability is also adversely affected by increases in the price of utilities, such as natural gas, whether as a result of commodity inflation, shortages or interruptions in supply, or otherwise. Our profitability is also affected by the costs of insurance, labor, marketing, taxes and real estate, all of which could increase due to inflation, changes in laws, competition or other events beyond our control. Our ability to respond to increased costs by increasing menu prices or by implementing alternative processes or products will depend on our ability to anticipate and react to such increases and other more general economic and demographic conditions, as well as the responses of our competitors and customers. All of these things may be difficult to predict and beyond our control. In this manner, increased costs could adversely affect our performance.
Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results.
We are dependent on frequent deliveries of fresh food products that meet our specifications. Shortages or interruptions in the supply of fresh food products caused by problems in production or distribution, inclement weather, unanticipated demand or other conditions could adversely affect the availability, quality and cost of ingredients, which would adversely affect our operating results.
We have a limited number of suppliers for our major products and rely on a distribution network with a limited number of distribution partners for the majority of our national distribution programs in the U.S. If our suppliers or distributors are unable to fulfill their obligations under their contracts, it could harm our operations.
We have a limited number of suppliers for our major products, such as bread. In 2023, we purchased almost all of our bread from one supplier, Campagna-Turano Bakery, Inc., and more than 80% of our meat products from 10 suppliers. In addition, we contract with a distribution network with a limited number of distribution partners located throughout the nation to provide the majority of our food distribution services in the U.S. Through our arrangement, our food supplies are largely distributed through six primary distributors. Although we believe that alternative supply and distribution sources are available, there can be no assurance that we will be able to identify or negotiate with such sources on terms that are commercially reasonable to us. If our suppliers or distributors are unable to fulfill their obligations under their contracts or we are unable to identify alternative sources, we could encounter supply shortages and incur higher costs. See “Business-Sourcing and Supply Chain” in Item 1.
Our business operations and future development could be significantly disrupted if we lose key members of our management team.
The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, both individually and as a group. Our future performance will be substantially dependent on our ability to retain and motivate key members of our senior leadership team. We currently have employment agreements in place with all of the members of our senior leadership team. The loss of the services of any of these executive officers or other key employees could have a material adverse effect on our business and plans for future development. In addition, we may have difficulty finding appropriate replacements and our business could suffer. We also do not maintain any key person life insurance policies for any of our employees.
Inability to attract, train and retain top-performing personnel could adversely impact our financial results, business and ability to operate our shops.
We believe that our continued success will depend, in part, on our ability to attract, motivate and retain a sufficient number of qualified managers and the services of skilled personnel. A sufficient number of qualified individuals may be in short supply in some communities. Competition in these communities for qualified staff and significant improvement in regional or national economic conditions could increase the difficulty of attracting and retaining qualified individuals and could result in the need to pay higher wages and provide greater benefits. The loss of the services of, or our inability to attract and retain, such personnel could have a material adverse effect on our business, including reduced restaurant operating hours and decreased product quality. We believe good managers and staff are a key part of our success and devote significant resources to recruiting and training our restaurant managers and staff. We aim to reduce turnover among our restaurant staff and managers in an effort to retain top performing employees and better realize our investment in training new employees. Any failure to do so may adversely impact our operating results by increasing training costs and making it more difficult to deliver outstanding customer service, which could have a material adverse effect on our financial results. Additionally, any inability to recruit and retain qualified individuals could delay the planned openings of new shops and could adversely impact our existing shops. Any such inability to retain or recruit qualified employees, increased costs of attracting qualified employees or delays in shop openings could adversely affect our business isand results of operations.
Unionization activities, employment-related claims or labor disputes may disrupt our operations and affect our profitability.
Although none of our employees are currently covered under collective bargaining agreements, union organizers have engaged in efforts to organize our employees and those of other restaurant companies and our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results of operations. In addition, a labor dispute involving some or all of our employees may harm our reputation, disrupt our operations and reduce our revenues, and resolution of disputes may increase our costs.
As an employer, we may be subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefit issues. Such actions, if brought against us and successful in whole or in part, may affect our ability to compete or could adversely affect our business, financial condition or results of operations.
If we are unable to staff and retain qualified restaurant management and operating personnel in an increasingly competitive market, we may be unable to effectively operate and grow our business and revenues, which could materially adversely affect our financial performance.
Similar to the broader economy, we are experiencing labor shortfalls relative to our sales levels in certain parts of our workforce. If we are unable to attract and retain qualified people, our restaurants could be short staffed, we may be forced to incur overtime expenses, and our ability to operate and expand our concepts effectively and to meet our customers' demand could be limited, any of which could materially adversely affect our financial performance.
Risks Related to our Growth and Business Strategy
Identifying, opening and operating new shops entails numerous risks and uncertainties.
Our shop model is designed to generate strong cash flow, attractive shop-level financial results and high returns on investment. Our current strategy is to close underperforming shops and continue with our limited rate of company-operated shop growth. We may not be able to open our planned new shops on a timely basis, if at all, given the uncertainty of numerous factors, including the location of our current shops, demographics and traffic patterns. In the past, we have experienced delays in opening some shops and that could happen again. Delays or failures in opening new restaurants could adversely affect our business and results of operations.
The number and timing of new shops opened during any given period may be negatively impacted by a number of factors including, without limitation:
•the identification and availability of attractive sites for new shops and the ability to negotiate suitable lease terms;
•anticipated commercial, residential and infrastructure development near our new shops;
•the proximity of potential sites to an existing shop;
•the cost and availability of capital to fund construction costs and pre-opening expenses;
•our ability to control construction and development costs of new shops;
•recruitment and training of qualified operating personnel in the local market;
•our ability to obtain all required governmental permits, including zoning approvals, on a timely basis;
•competition in new markets, including competition for appropriate sites;
•unanticipated increases in costs, any of which could give rise to delays or cost overruns; and
•avoiding the impact of inclement weather, natural disasters and other calamities.
If we are unable to expand in existing markets or penetrate new markets, our ability to increase our revenues and profitability may be harmed.
Our expansion into new markets may present increased risks.
In the past, we have opened shops in markets where we have little or no operating experience. Shops we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than shops we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our values. We may also incur higher costs from entering new markets if, for example, we assign area managers to manage comparatively fewer shops than we assign in more developed markets. As a result, these new shops may be less successful or may achieve target shop-level profit margins at a slower rate. If we do not
continuesuccessfully execute our plans to
growenter new markets, our
digital business,
it may be difficult for us to achieve our planned sales growth. We rely on some third-party delivery services to fulfill delivery orders, and the ordering and payment platforms used by these third-parties,financial condition or
our mobile app or online ordering system,results of operations could be
interrupted by technological failures, user errors, cyber-attacks or other factors, which could adversely
impact sales through these channels and negatively impact our reputation. Additionally, our delivery partners are responsible for order fulfillment and errors or failures to make timely deliveries could cause guests to stop ordering from us. The third-party restaurant delivery business is intensely competitive, with a number of players competing for market share, online traffic capital, and delivery drivers. If the third-party delivery services that we utilize cease or curtail operations, increase their fees, or give greater priority or promotions on their platforms to our competitors, our delivery business and our sales may be negatively impacted.affected.
New shops, once opened, may not be profitable, and the results that we have experienced in the past may not be indicative of future results.
Our results have been, and in the future may continue to be, significantly impacted by the timing of new shop openings (often dictated by factors outside of our control), including associated shop pre-opening costs and operating inefficiencies, as well as changes in our geographic concentration due to the opening of new shops. We typically incur the most significant portion of pre-opening expenses associated with a given shop within the five months immediately preceding and the month of the opening of the shop. Our experience has been that labor and operating costs associated with a newly opened shop for the first several months of operation are materially greater than what can be expected after that time, both in aggregate dollars and as a percentage of revenues. Our new shops commonly take 108 to 1312 weeks to reach planned operating levels due to inefficiencies typically associated with new shops, including the training of new personnel, lack of market awareness, inability to hire sufficient qualified staff and other factors. We may incur additional costs in new
markets, particularly for transportation, distribution and training of new personnel, which may impact the profitability of those shops. Accordingly, the volume and timing of new shop openings may have a meaningful impact on our profitability.
Although we target specified operating and financial metrics, new shops may not meet these targets or may take longer than anticipated to do so. Any new shops we open may not be profitable or achieve operating results similar to those of our existing shops. If our new shops do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve our expected comparable store sales, our business, financial condition or results of operations could be adversely affected.
Our sales and profit growth could be adversely affected if comparable store sales are less than we expect.
The level of comparable store sales, which represent the change in year-over-year sales for company-operated shops open for 15 months or longer, will affect our sales growth and will continue to be a critical factor affecting profit growth. Our ability to increase comparable store sales depends in part on our ability to successfully implement our initiatives to build sales. It is possible such initiatives will not be successful, that we will not achieve our target comparable store sales growth or that the change in comparable store sales could be negative, which may cause a decrease in sales and profit growth that would adversely affect our business, financial condition or results of operations.
Opening new shops in existing markets may negatively affect sales at our existing shops.
The consumer target area of our shops varies by location, depending on a number of factors, including population density, other local retail and business attractions, area demographics and geography. As a result, the opening of a new shop in or near markets in which we already have shops could adversely affect the sales of those existing shops. Existing shops could also make it more difficult to build our consumer base for a new shop in the same market. Our business strategy does not entail opening new shops that we believe will materially affect sales at our existing shops, but we may selectively open new shops in and around areas of existing shops that are operating at or near capacity to effectively serve our customers. Sales cannibalization between our shops may become significant in the future as we continue to expand our operations and could affect our sales growth, which could, in turn, adversely affect our business, financial condition or results of operations.
We have limited control with respect
Our failure to the operationsmanage our growth effectively could harm our business and operating results.
Our growth plan includes a combination of
our franchisees which could have a negative impact on our business.new shops and increasing same store sales. Our franchisees are obligated to operate their shops according to the specific guidelines we set forth. We provide training opportunities to these franchisees to integrate them into our operating strategy. However, since we do not have control over these shops, we cannot give assurance that there willexisting management systems, financial and management controls and information systems may not be differences in product quality, operations, marketing or profitably or that thereadequate to support our planned expansion. Our ability to manage our growth effectively will be adherencerequire us to all of our guidelines atcontinue to enhance these shops. The failure of these shopssystems, procedures and controls and to operate effectively could adversely affect our cash flows from those operations or have a negative impact on our reputation or our business.
In addition, franchisees may not have access to the financial orlocate, hire, train and retain management resources that they need to open the shops contemplated by their agreements with us, or be able to find suitable sites on which to develop them, or they may elect to cease development for other reasons. Franchiseesand operating personnel. We may not be able to negotiate acceptable lease or purchase terms forrespond on a timely basis to all of the sites, obtain the necessary permitschanging demands that our planned expansion will impose on management and governmental approvals or meet construction schedules. Any of these problems could slow our growth from franchise operations and reduce our franchise revenues. Additionally, financing from banks and other financial institutions may not always be available to franchisees to construct and open new shops. The lack of adequate financing could adversely affect the number and rate of new shop openings by our franchisees and adversely affect our future franchise revenues.
Risks Related to Labor and Supply Chain
Increased commodity, energy and other costs could decrease our shop-level profit margins or cause us to limit or otherwise modify our menus, which could adversely affect our business.
Our profitability depends in part on our ability to anticipate and react to changes in the price and availability of food commodities, including among other things beef, poultry, grains, dairy and produce. Prices may be affected due to market changes, increased competition, the general risk of inflation, shortagesexisting infrastructure or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. Other events could increase commodity prices or cause shortages that could affect the cost and quality of the items we buy or require us to further raise prices or limit our menu options. These events, combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our sales and shop-level profit margins. We enter into certain forward pricing arrangements with our suppliers from time to time, which may result in fixed or formula-based pricing with respect to certain food products. See “Quantitative and Qualitative Disclosures about Market Risk-Commodity Price Risk” in Item 7A. However, these arrangements generally are relatively short in duration and may provide only limited protection from price changes, and the extent to which we use these arrangements varies substantially from time to time. In addition, the use of these arrangements may limit our ability to benefit from favorable price movements.
Our profitability is also adversely affected by increases in the price of utilities, such as natural gas, whether as a result of inflation, shortages or interruptions in supply, or otherwise. Our profitability is also affected by the costs of insurance, labor, marketing, taxes and real estate, all of which could increase due to inflation, changes in laws, competition or other events beyond our control. Our ability to respond to increased costs by increasing menu prices or by implementing alternative processes or products will depend on our ability to anticipate and react to such increases and other more general economic and demographic conditions, as well
as the responses of our competitors and customers. All of these things may be difficult to predict and beyond our control. In this manner, increased costs could adversely affect our performance.
Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results.
We are dependent on frequent deliveries of fresh food products that meet our specifications. Shortages or interruptions in the supply of fresh food products caused by problems in production or distribution, inclement weather, unanticipated demand or other conditions could adversely affect the availability, quality and cost of ingredients, which would adversely affect our operating results.
We have a limited number of suppliers for our major products and rely on a distribution network with a limited number of distribution partners for the majority of our national distribution program in the U.S. If our suppliers or distributors are unable to fulfill their obligations under their contracts, it could harm our operations.
We have a limited number of suppliers for our major products, such as bread. In 2020, we purchased almost all of our bread from one supplier, Campagna-Turano Bakery, Inc., and more than 95% of our meat products from ten suppliers. In addition, we contract with a distribution network with a limited number of distribution partners located throughout the nation to provide the majority of our food distribution services in the U.S. Through our arrangement, our food supplies are largely distributed through six primary distributors. Although we believe that alternative supply and distribution sources are available, there can be no assurance that we will be able to identifyhire or negotiate with such sources on terms that are commercially reasonable to us. If our suppliers or distributors are unable to fulfill their obligations under their contracts or we are unable to identify alternative sources, weretain the necessary management and operating personnel, which could encounter supply shortages and incur higher costs. See “Business-Sourcing and Supply Chain” in Item 1.
Our business operations and future development could be significantly disrupted if we lose key members of our management team.
The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, both individually and as a group. Our future performance will be substantially dependent on our ability to retain and motivate key members of our senior leadership team. We currently have employment agreements in place with all of the members of our senior leadership team. The loss of the services of any of these executive officers or other key employees could have a material adverse effect on our business and plans for future development. In addition, we may have difficulty finding appropriate replacements and our business could suffer. We also do not maintain any key man life insurance policies for any of our employees.
Unionization activities or labor disputes may disrupt our operations and affect our profitability.
Although none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affectharm our business, financial condition or results of operations. In addition, a labor dispute involving some or all
Our inability to successfully implement our business strategy, including expansion of our employeesfranchising efforts, could negatively impact our business and future profitability and growth.
We strive to grow profitability and create value for our stockholders through a strategy of continued excellence in shop-level execution, building company-operated shops in both new and existing markets, increasing brand awareness and expansion of our franchising efforts. There are, however, risks associated with identifying, opening and operating new shops, increased costs in brand marketing, re-franchising our company-operated shops, and signing new franchisees, and if we do not successfully implement our business strategy, it could negatively impact our business and our future profitability and growth.
Our initiatives to increase sales and traffic, including menu optimization, off-premise sales options and increased marketing and brand awareness programs may harmnot positively affect sales or improve our reputation, disruptresults of operations.
We cannot assure that we will be able to successfully implement our
operations and reduceinitiatives, including the expansion of our
revenues, and resolution of disputes may increase our costs.As an employer, we may be subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefit issues. Such actions, if brought against us and successful in whole or in part, may affectfranchising efforts. Further, our ability to competeachieve the anticipated benefits of these initiatives within expected timeframes is subject to many estimates and assumptions, which are, in turn, subject to significant economic, competitive and other uncertainties, some of which are beyond our control. There is no assurance that we will successfully implement, or fully realize the anticipated positive impact of, our initiatives, or execute successfully on strategy, in the expected timeframes or at all. In addition, there can be no assurance that our efforts, if properly executed, will result in our desired outcome of improved financial performance.
The success of our franchisees is important to our future growth.
We have a significant percentage of system-wide shops owned and operated by our franchisees. While our franchise agreements are designed to require our franchisees to maintain brand consistency, the franchise relationship reduces our direct day-to-day oversight of these restaurants and may expose us to risks not otherwise encountered if we maintained ownership and control. Our reputation and financial results may be negatively impacted by: franchisee defaults in their obligations to us; limitations on our ability to enforce franchise obligations due to bankruptcy proceedings or differences in legal remedies in varying jurisdictions; franchisee failures to participate in business strategy changes due to
financial constraints; franchisee failures to meet obligations to pay employees; and franchisees’ failure to comply with food quality and preparation requirements.
Our inability to successfully and sufficiently raise menu prices could result in a decline in profitability.
We utilize menu price increases to help offset cost increases, including increased cost for commodities, minimum wages, employee benefits, insurance arrangements, construction, utilities and other key operating costs. If our selection and amount of menu price increases are not accepted by consumers and reduce guest traffic, or are insufficient to counter increased costs, our financial results could be negatively affected.
New information or attitudes regarding diet and health could result in changes in regulations and consumer eating habits that could adversely affect our revenues.
Regulations and consumer eating habits may change because of new information or attitudes regarding diet, health and safety. These changes may include regulations and recommendations from medical and diet professionals pertaining to the ingredients and nutritional content of our menu items at our restaurants. For example, a number of states, counties and cities are enacting menu-labeling laws requiring multi-unit restaurant operators to make certain nutritional information available to guests or restrict the sales of certain types of ingredients in restaurants. The success of our restaurant operations is dependent, in part, upon our ability to respond effectively to changes in consumer health and disclosure regulations and to adapt our menu offerings to trends in eating habits. If consumer health regulations or consumer eating habits change significantly, we may be required to modify or remove certain menu items. To the extent we are unable to respond with appropriate changes to our menu offerings, it could materially affect customer demand and have an adverse impact on our revenues.
Evolving consumer preferences and tastes may adversely affect our business.
Our continued success depends on our ability to attract and retain customers. Our financial results could be adversely affected by: a shift in consumer spending away from outside-the-home food (such as the disruption caused by online commerce that results in reduced foot traffic to “brick & mortar” retail stores); lack of customer acceptance of new products (including due to price increases necessary to cover the costs of new products or higher input costs), brands and platforms (such as features of our mobile technology, changes in our loyalty rewards programs and our delivery or catering services initiatives); or customers reducing their demand for our current offerings as new products are introduced. In addition, some of our products contain nuts, dairy products, sugar and other compounds and allergens, the health effects of which are the subject of public and regulatory scrutiny, including the suggestion of linkages to a variety of adverse health effects. There is increasing consumer awareness of health risks, including obesity, as well as increased consumer litigation based on alleged adverse health impacts of consumption of various food and beverage products. While we have a variety of items, including items that have reduced calories, an unfavorable report on the health effects of compounds present in our products, whether accurate or not, imposition of additional taxes on certain types of food and beverage components, or negative publicity or litigation arising from certain health risks could significantly reduce the demand for our products and could materially harm our business
financial condition orand results of operations.
Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.
Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders may experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.
Risks Related to Information Technology Systems, Cybersecurity and Data Privacy
If we are unable to protect the personal information that we gather or fail to comply with privacy and data protection laws and regulations, we could be subject to civil and criminal penalties, suffer reputational harm and incur substantial costs.
In the ordinary course of our business, we collect, process, transmit, and retain personal information regarding our employees, our franchisees and their employees, vendors, contractors, and consumers, which can include social security numbers, social insurance numbers, banking and tax identification information, health care information, and credit card information, and our franchisees collect similar information. In recent years we expanded our development and management of our mobile app and online ordering platform. While our deployment of such technology facilitates our primary goals of generating incremental sales and improving operations at our franchisees’ restaurants as well as additional customer awareness and interest in our shops, such deployment also means that we are collecting and entrusted with additional personal information, including geo-location tracking information, about our customers.
In connection with the collection and retention of this information, we are subject to legal and compliance risks and associated liability related to privacy and data protection requirements.Due to enhanced scrutiny from the general public, data privacy regulations as well as their interpretations and criteria for enforcement, continue to be subject to frequent change, and there are likely to be other jurisdictions that propose or enact new or emerging data privacy requirements in the future. The complexity of these privacy and data protection laws may result in significant costs arising from compliance and from any non-compliance, whether or not due to our negligence, and could affect our brand reputation and our results of operations.
In addition, to the extent that we are not in compliance with any data security laws or experience a major breach, theft, or loss of personal information that is held by us, or third parties on our behalf (whether or not due to our failure to comply with data security rules and standards), we could be subject to substantial fines, penalties, indemnification claims, and potential litigation against us which could negatively impact our results of operations and financial condition. As a result of any breach, we may incur additional capital expenditures arising from additional security technologies, personnel, experts, and credit monitoring services for those whose data has been breached. These costs, which could be material, could adversely impact our results of operations during the period in which they are incurred. Furthermore, negative publicity regarding a breach or potential security vulnerabilities in our systems or those of our franchisees or vendors (even if no breach has been attempted or has occurred), could adversely affect the reputation of our brand and acceptance of our digital engagement with our customers which in turn could adversely affect our future results of operations.
Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.
We rely on our computer systems and network infrastructure across our operations, including point-of-sale processing at our shops. In addition, we are increasingly relying on cloud computing and other technologies that result in third parties holding customer information on our behalf. Our operations depend upon our and our third-party vendors’ ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. In addition, an increasing number of transactions are processed through our mobile application. Disruptions, failures or other performance issues with such customer facing technology systems could impair the benefits such systems provide to our business and negatively impact our relationship with our customers.
Security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions may adversely affect our business.
Any intentional attack or an unintentional event that results in unauthorized access to systems to disrupt operations, corrupt data or steal or expose confidential information or intellectual property that compromises the information of our customers or employees could result in widespread negative publicity, damage to our reputation, a loss of customers, disruption of our business and legal liabilities. As our reliance on technology has grown, the scope and severity of risks posed to our systems from cyber threats has increased. The techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until attacks are launched or have been in place for a period of time. We continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and
mitigate the risk of unauthorized access, misuse, malware and other events that could have a security impact; however, there can be no assurance that these or any measures will be effective.
Additionally, the majority of our sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information of their customers has been stolen. We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our customers’ confidential or personal information and credit or debit card information. Most states have also enacted legislation requiring notification of security breaches involving personal information, including credit and debit card information. In connection with credit card sales, we transmit confidential credit card information by way of secure private retail networks. Although we use private networks, third parties may have the technology or know-how to breach the security of the customer information transmitted in connection with credit card sales, and our security measures and those of our technology vendors may not effectively prohibit others from obtaining improper access to this information. If a person is able to circumvent these security measures, he or she could destroy or steal valuable information or disrupt our operations. Any security breach could expose us to risks of data loss, litigation, and liability, and could seriously disrupt our operations and any resulting negative publicity could significantly harm our reputation.
Additionally, the California Privacy Act of 2018,
(“CCPA”), which became effective on January 1, 2020, provides a new private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties. Any such claim or proceeding, or any adverse publicity resulting from these allegations, may have a material adverse effect on our business.
We maintain disclosure controls and procedures to ensure we will timely and sufficiently notify our investors of material cybersecurity risks and incidents, including the associated financial, legal or reputational consequences of such an event. In addition, we maintain policies and procedures to prevent directors, senior officers and other corporate insiders from trading stock after being made aware of a material cybersecurity incident and to control the distribution of information about cybersecurity events that could constitute material nonpublic information about Potbelly; however, we cannot be certain that a corporate insider who becomes aware of a material cybersecurity incident does not undertake to buy or sell Potbelly stock before information about the incident becomes publicly available.
Our inability or failure to execute on a comprehensive business continuity plan at our restaurant support centers following a disaster or force majeure event could have a material adverse impact on our business.
Many of our corporate systems and processes and corporate support for our restaurant operations are centralized at one location. We have disaster recovery procedures and business continuity plans in place to address crisis-level events, including hurricanes and other natural disasters, and back up and off-site locations for recovery of electronic and other forms of data and information, and
events like the COVID-19 pandemic
hashave provided a limited test of our ability to manage our business remotely. However, if we are unable to fully implement our disaster recovery plans, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations and other breakdowns in normal communication and operating procedures that could have a material adverse effect on our financial condition, results of operation and exposure to administrative and other legal claims. In addition, these threats are constantly evolving, which increases the difficulty of accurately and timely predicting, planning for and protecting against the threat. As a result, our disaster recovery procedures and business continuity plans may not adequately address all threats we face or protect us from loss.
Legal
Risks Related to Legislation and
Regulatory RisksRegulations
Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, and new information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our results of operations.
Government regulation and changes in consumer eating habits resulting from shifting attitudes regarding diet and health or new information regarding changes in the health effects of consuming our menu offerings may impact our business. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings.
For example, PPACA establishes a uniform, federal requirement for certain restaurants to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require chain restaurants with 20 or more locations operating under the same name and offering substantially the same menus to publish
the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. In addition, a number of states, counties, and cities have enacted menu labeling laws imposing requirements for additional menu disclosure, such as sodium content. An unfavorable report on, or reaction to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings.
Compliance with current and future laws and regulations regarding the ingredients and nutritional content of our menu items may be costly and time-consuming. Additionally, if consumer health regulations or consumer eating habits change significantly, we
may be required to modify or discontinue certain menu items, and we may experience higher costs associated with the implementation of those changes. Additionally, some government authorities are increasing regulations regarding trans-fats and sodium, which may require us to limit or eliminate trans-fats and sodium from our menu offerings or switch to higher cost ingredients or may hinder our ability to operate in certain markets. If we fail to comply with these laws or regulations, our business could experience a material adverse effect.
We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits. The imposition of menu-labeling laws could have an adverse effect on our results of operations and financial position, as well as the restaurant industry in general.
We are subject to many federal, state and local laws with which compliance is both costly and complex.
The restaurant industry is subject to extensive federal, state and local laws and regulations, including those relating to building and zoning requirements and those relating to the preparation and sale of food. The development and operation of restaurants depend, to a significant extent, on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. We are also subject to licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards.
We are subject to federal and state laws governing our relationships with employees (including the Fair Labor Standards Act of 1938, the Immigration Reform and Control Act of 1986, and applicable requirements concerning the minimum wage, overtime, family leave, working conditions, safety standards, immigration status,
scheduling notification requirements, unemployment tax rates, workers’ compensation rates and state and local payroll taxes) and federal and state laws which prohibit discrimination. As significant numbers of our associates are paid at rates related to the applicable minimum wage, further increases in the minimum wage or other changes in these laws could increase our labor costs.
For example, the state of Illinois approved a minimum wage increase that became effective on January 1, 2022 which increased the minimum wage to $12.00 per hour. As other jurisdictions implement minimum wage increases, we expect our business labor costs will continue to increase. Our ability to respond to minimum wage increases by increasing menu prices will depend on the responses of our competitors and customers.
Our distributors and suppliers could also be affected by higher minimum wages, financial condition benefit standards and compliance costs, which could result in higher costs for goods and results services supplied to us. Additionally, our ability to optimize our labor to meet our profitability goals is heavily dependent on precise workforce planning, which is impacted by laws related to wage and hour violations or predictive scheduling ("fair workweek") in many of the markets that we operate and could be further impacted as more jurisdictions adopt such regulations.
We are subject to the ADA, which, among other things, requires our shops to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we could be required to expend funds to modify our shops to provide service to, or make reasonable accommodations for the employment of, disabled persons. In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship and residency. Government regulations could also affect and change the items we procure for resale such as commodities.
In addition, our domestic
Our franchising activities are subject to
laws enacted by a number of states,federal rules and regulations
promulgatedadministered by the U.S. Federal Trade Commission and
certain ruleslaws enacted by a number of states. In particular, we are subject to federal and
state laws regulating the offer and sale of franchises, as well as judicial and administrative interpretations of such laws. Such laws impose registration and disclosure requirements
regulating franchising activitieson franchisors in
foreign countries.the offer and sale of franchises and may also apply substantive standards to the relationship between franchisor and franchisee, including limitations on the ability of franchisors to terminate franchises and alter franchise arrangements. Failure to comply with new or existing franchise laws, rules, and regulations in any jurisdiction or to obtain required government approvals could negatively affect our
ability to grow or expand our franchise
salesbusiness and
our relationships with our franchisees.sell franchises.
The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance
costs and other costs of doing business and, therefore, have an adverse effect on our results of operations. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws, including the ADA, could require us to expend significant funds to make modifications to our shops if we failed to comply with applicable standards. Compliance with all of these laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings.
Failure to obtain and maintain required licenses and permits or to comply with food control regulations could lead to the loss of our food service licenses and, thereby, harm our business.
Restaurants are required under various federal, state and local government regulations to obtain and maintain licenses, permits and approvals to operate their businesses, and such regulations are subject to change from time to time. The failure to obtain and maintain these licenses, permits and approvals could adversely affect our operating results. Typically, licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals could adversely affect our existing shops and delay or result in our decision to cancel the opening of new shops, which would adversely affect our business.
Restaurant companies have been the target of class action lawsuits and other proceedings alleging, among other things, violations of federal and state workplace and employment laws. Proceedings of this nature are costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs.
Our business is subject to the risk of litigation by employees, consumers, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. In recent years, restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants.
Occasionally, our customers file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to one of our shops, including actions seeking damages resulting from food-borne illness or accidents in our shops. We are also subject to a variety of other claims from third parties arising in the ordinary course of our business, including contract claims. The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their customers. We may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters.
Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. In addition, they may generate negative publicity, which could reduce customer traffic and sales. Although we maintain what we believe to be adequate levels of insurance, insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims or any adverse publicity resulting from claims could adversely affect our business and results of operations.
We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.
Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks and other proprietary intellectual property, including our name and logos and the unique ambiance of our shops. We have registered or applied to register a number of our trademarks. We cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that we infringe upon their intellectual property rights, our operating
profits could be adversely affected. Any claims of intellectual property infringement, even those without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources or require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.
Risks Related
Changes in accounting standards or the recognition of impairment or other charges may adversely affect our future results of operations.
New accounting standards or changes in financial reporting requirements, accounting principles or practices, including with respect to our
Growth and Business StrategyIdentifying, opening and operating new shops entails numerous risks and uncertainties.
Our shop model is designed to generate strong cash flow, attractive shop-level financial results and high returns on investment. Our current strategy is to close underperforming shops and continue with our limited rate of company-operated shop growth. We may not be able to open our planned new shops on a timely basis, if at all, given the uncertainty of numerous factors, including the location of our current shops, demographics and traffic patterns. In the past, we have experienced delays in opening some shops and that could happen again. Delays or failures in opening new restaurantscritical accounting estimates, could adversely affect our business and results of operations.
The numberfuture results. We may also be affected by the nature and timing of new shops opened during any given perioddecisions about underperforming markets or assets, including decisions that result in impairment or other charges that reduce our earnings. In assessing the recoverability of our long-lived assets, we consider changes in economic conditions and make assumptions regarding estimated future cash flows and other factors. These estimates are highly subjective and can be significantly impacted by many factors such as global and local business and economic conditions, operating costs, inflation, competition, and consumer and demographic trends. If our estimates or underlying assumptions change in the future, we may be negatively impacted by a number of factors including, without limitation:
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| the identification and availability of attractive sites for new shops and the ability to negotiate suitable lease terms;
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| anticipated commercial, residential and infrastructure development near our new shops;
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| the proximity of potential sites to an existing shop;
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| the cost and availability of capital to fund construction costs and pre-opening expenses;
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| our ability to control construction and development costs of new shops;
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| recruitment and training of qualified operating personnel in the local market;
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| our ability to obtain all required governmental permits, including zoning approvals, on a timely basis;
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| competition in new markets, including competition for appropriate sites;
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| unanticipated increases in costs, any of which could give rise to delays or cost overruns; and
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| avoiding the impact of inclement weather, natural disasters and other calamities.
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required to record impairment charges. If we are unable to expand in existing markets or penetrate new markets, our ability to increase our revenues and profitability may be harmed.
Our expansion into new markets may present increased risks.
In the past, weexperience any such changes, they could have opened shops in markets where we have little or no operating experience. Shops we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than shops we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our values. We may also incur higher costs from entering new markets if, for example, we assign area managers to manage comparatively fewer shops than we assign in more developed markets. As a result, these new shops may be less successful or may achieve target shop-level profit margins at a slower rate. If we do not successfully execute our plans to enter new markets, our business, financial condition or results of operations could be adversely affected.
Our failure to manage our growth effectively could harm our business and operating results.
Our growth plan includes a combination of new shops and increasing same store sales. Our existing management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain management and operating personnel. We may not be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management andsignificant adverse effect on our existing infrastructure, or be able to hire or retainreported results for the necessary management and operating personnel, which could harm our business, financial condition or results of operations.
Our inability to successfully implement our business strategy could negatively impact our business and future profitability and growth.
We strive to grow profitability and create value for our stockholders through a strategy of continued excellence in shop-level execution, building company-operated shops in both new and existing markets, increasing brand awareness and expansion of our franchising efforts. There are however, risks associated with identifying, opening and operating new shops, increased costs in branding marketing, and signing new franchisees, and if we do not successfully implement our business strategy, it could negatively impact our business and our future profitability and growth.
Our initiatives to increase sales and traffic, including menu optimization, off-premise sales options and increased marketing and brand awareness programs may not positively affect sales or improve our results of operations.
We cannot assure you that we will be able to successfully implement our initiatives. Further, our ability to achieve the anticipated benefits of these initiatives within expected timeframes is subject to many estimates and assumptions, which are, in turn, subject to significant economic, competitive and other uncertainties, some of which are beyond our control. There is no assurance that we will successfully implement, or fully realize the anticipated positive impact of, our initiatives, or execute successfully on strategy, in the expected timeframes or at all. In addition, there can be no assurance that our efforts, if properly executed, will result in our desired outcome of improved financial performance.
Our inability to identify qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our shops.
Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified managers and associates to meet the needs of our existing shops and to staff new shops. A sufficient number of qualified individuals to fill these
affected periods.
positions may be in short supply in some communities. Competition in these communities for qualified staff and significant improvement in regional or national economic conditions could increase the difficulty of attracting and retaining qualified individuals and could result in the need to pay higher wages and provide greater benefits. We place a heavy emphasis on the qualification and training of our personnel and spend a significant amount of time and money on training our employees. Any inability to recruit and retain qualified individuals may result in higher turnover and increased labor costs could compromise the quality of our service. Any such inability could also delay the planned openings of new shops and could adversely impact our existing shops. Any such inability to retain or recruit qualified employees, increased costs of attracting qualified employees or delays in shop openings could adversely affect our business and results of operations.
Risks Related to our Indebtedness
Limitations in our Revolving
Credit Facility may limit our ability to invest in the ongoing needs of our business and if we are unable to comply with our financial covenants, our liquidity and results of operations could be harmed.
At December 27, 2020
On February 7, 2024, we had $6.3entered into a credit agreement (the “Credit Agreement”) with Wintrust Bank, N.A., as administrative agent (the “Agent”). The Revolving Facility Credit Agreement provides for a revolving loan facility with an aggregate commitment of $30 million outstanding under our(the “Revolving Facility”). The Revolving Credit Facility. Our Revolving Credit Facility places certain conditions on us, including that it: | •it may:
| limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;
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| •
| makes us more vulnerable to increases in interest rates, as borrowings under
•limit our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate; •make us more vulnerable to increases in interest rates, as borrowings under the Revolving Facility are at variable rates; and •limit our ability to obtain additional financing in the future for working capital or other purposes.
The Revolving Credit Facility are at variable rates;
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| limits our ability to obtain additional financing in the future for working capital or other purposes; and
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| could place us at a competitive disadvantage compared to our competitors.
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Our Revolving Credit Facility places certain limitations on our ability to incur additional indebtedness. However, subject to the qualificationsindebtedness and, exceptions in our Revolving Credit Facility, we may incur substantial additional indebtedness under that facility and may incur obligations that do not constitute indebtedness under that facility. The Revolving Credit Facility also places certain limitations on, among other things, our ability to enter into certain types of transactions, financing arrangements and investments, to make certain changes to our capital structure and to guarantee certain indebtedness. The Revolving Credit Facility also places certain restrictions on the payment of dividends and distributions. These restrictions limit or prohibit, among other things, our ability to:
| •
| pay dividends on, redeem or repurchase our stock or make other distributions;
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| •
| incur or guarantee additional indebtedness;
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| •make certain restricted payments including, pay dividends on, redeem or repurchase our stock; | create or incur liens;
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| •incur additional indebtedness; | make acquisitions or investments;
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| •create or incur liens; | transfer or sell certain assets or merge or consolidate with or into other companies;
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| •make certain dispositions, acquisitions or investments; | enter into swap agreements;
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| •merge or consolidate with or into other companies or undergo certain other fundamental changes; | enter into certain sale and leaseback transactions; and
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| •enter into swap transactions; | enter into certain transactions with our affiliates.
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•enter into certain sale and leaseback transactions; and
•enter into certain transactions with our affiliates.
Failure to comply with certain covenants or the occurrence of a change of control under
our Revolving
Credit Facility could result in the acceleration of our obligations under the
Revolving Credit
Facility,Agreement, which
wouldcould harm our business, liquidity, capital resources and results of operations.
Our
The Revolving Credit Facility also requires us to complythat we and our subsidiaries maintain compliance with certain minimum fixed charge coverage ratios and maximum consolidated leverage ratios as set forth in the agreement. Changes in our financial covenants including a minimum EBITDA amount for specified periods and a minimum liquidity requirement on the last day of each month. Changesperformance with respect to thesecertain financial covenantsratios may increase our interest raterates and failure to comply with these
covenants could result in a default and an acceleration of our obligations under the Revolving Credit Facility, which would harm our business, liquidity, capital resources and results of operations. We may be unable to obtain additional debt or other financing on favorable terms or at all.
There are inherent risks in our ability to borrow. Our lenders may be unable to lend to us or tighten their lending standards, which could make it more difficult for us to increase the available commitment under our Revolving Credit Facility, refinance our existing indebtedness or to obtain other financing on favorable terms or at all. Our business, financial condition and results of operations would be harmed if we were unable to draw funds under our Revolving Credit Facility because of a lender default or to obtain other cost-effective financing. Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, failures of significant financial institutions or other events could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business can be arranged, which could harm our business, liquidity,
capital resources and results of operations. Such measures could include deferring capital expenditures (including the opening of new restaurants) and reducing or eliminating other discretionary uses of cash.
Our financing costs may be adversely affected by changes in LIBOR.
In 2017, the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced its intention to phase out LIBOR by the end of 2021. We use LIBOR as a reference rate in our Revolving Credit Facility to calculate interest due to our lender. It is unclear if LIBOR will cease to exist at that time or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases or volatility in risk-free benchmark rates, or borrowing costs to borrowers, any of which could have a material adverse effect on our business, result of operations and financial condition.
Economic conditions in the United States could materially affect our business, financial condition and results of operations.
The restaurant industry depends on consumer discretionary spending. During periods of economic downturn, continuing disruptions in the overall economy, including the impacts of high unemployment and financial market volatility and unpredictability, may cause a related reduction in consumer confidence, which could negatively affect customer traffic and sales throughout our industry. These factors, as well as national, regional and local regulatory and economic conditions, gasoline prices and disposable consumer income affect discretionary consumer spending. If economic conditions worsen and our customers choose to dine out less frequently or reduce the amount they spend on meals while dining out, customer traffic could be adversely impacted. If negative economic conditions persist for a long period of time or become pervasive, consumer changes to their discretionary spending behavior, including the frequency with which they dine out, could be more permanent. The U.S. economy is likely to be affected by many national and international factors that are beyond our control. If sales decrease, our profitability could decline as we spread fixed costs across a lower level of sales. Prolonged negative trends in shop sales could cause us to, among other things, reduce the number and frequency of new shop openings, close shops or delay remodeling of our existing shops or take asset impairment charges.
Because many of our shops are concentrated in local or regional areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in these areas.
Our financial performance is highly dependent on shops located in Illinois, Texas, Michigan,
Maryland, Washington, D.C. and Virginia, which comprised approximately
69%65% of our total domestic
company-operated shops as of December
27, 2020.31, 2023. Shops located in the Chicago metropolitan area comprised approximately
29%27% of our total domestic shops as of such date. As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In addition, given our geographic concentrations, negative publicity regarding any of our shops in these areas could have a material adverse effect on our business and operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, or natural or man-made disasters.
In particular, adverse weather conditions, such as regional winter storms, floods, severe thunderstorms and hurricanes, could negatively impact our results of operations. Temporary or prolonged shop closures may occur, and customer traffic may decline due to the actual or perceived effects of future weather-related events.
We are subject to risks associated with leasing property subject to long-term non-cancelable leases, and the costs of exiting leases at shops we have closed or may close in the future may be greater than we estimate.
We do not own any real property and all of our company-owned shops are located in leased premises. The leases for our shop locations generally have initial terms of ten years and typically provide for two renewal options in five-year increments as well as for rent escalations. Generally, our leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent. We generally cannot cancel these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If we close a shop, we nonetheless may be obligated to perform our monetary obligations under the applicable lease, including, among other things, payment of the base rent for the balance of the lease term. In addition, as each of our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close shops in desirable locations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations-Fiscal year 2020 (52 Weeks) Compared to Fiscal year 2019 (52 Weeks)-Revenues” in Item 7.
We may sublease or assign properties and face future liability if subtenants or assignees default or incur contingent liabilities.
For the underperforming shops we have closed, we have negotiated lease termination agreements on terms that are acceptable to us for a majority of them. However, in some cases we may seek to either assign leases and retain contingent liability for rent and other lease obligations or to retain the tenant’s obligations under the lease and sublease the shop premises to a third party. But we may be unable to enter into such arrangements on acceptable terms and even if we do such arrangements may result in our incurring liabilities and expenses in future periods or the rent payments we receive from subtenants being less than our rent obligations under the leases. Under these circumstances, we would be responsible for any shortfall.
Damage to our reputation or lack of acceptance of our brand in existing or new markets could negatively impact our business, financial condition and results of operations.
We believe we have built our reputation on the high quality of our food, service and staff, as well as on our unique culture and the ambience in our shops, and we must protect and grow the value of our brand to continue to be successful in the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. For example, our brand value could suffer, and our business could be adversely affected if customers perceive a reduction in the quality of our food, service or staff, or an adverse change in our culture or ambience, or otherwise believe we have failed to deliver a consistently positive experience.
We may be adversely affected by news reports, social media, or other negative publicity (regardless of their accuracy), regarding food quality issues, public health concerns, illness, safety, injury or government or industry findings
concerning our shops, restaurants operated by other foodservice providers, or others across the food industry supply chain. The risks associated with such negative publicity cannot be completely eliminated or mitigated and may materially harm our results of operations and result in damage to our brand.
Also, there
Our inability or failure to recognize, respond to and effectively manage the immediacy of social media could have a material adverse impact on our business.
There has been a marked increase in the use of social media platforms, including blogs, social media websites and other forms of Internet-based communications which allows individual access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for dissemination of trade secret information, compromising valuable company assets. In sum, the dissemination of information online could harm our business, prospects, financial condition and results of operations, regardless of the information’s accuracy.
Additionally, use of social media is an important element of our marketing efforts. New social media and internet-based communication platforms are developing rapidly, and we need to continuously innovate and evolve our marketing strategies to maintain our brand relevance and broad appeal to guests. We also continue to invest in other digital marketing initiatives to reach our guests and build their awareness of, engagement with, and loyalty to us, including our “Potbelly Perks” reward program. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues, increased customer engagement or brand recognition. Other risks associated with our use of social media and internet-based communication platforms include platforms and business partners who experience challenges, improper disclosure of proprietary information, negative comments about us, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information. The inappropriate use of social media by our guests or employees could lead to litigation or result in negative publicity that could damage our reputation.
Our marketing programs may not be successful.
We intend to continue to invest in marketing efforts that we believe will attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, if these initiatives are not successful, we may engage in additional promotional activities to attract and retain customers, including buy-one get-one offers and other offers for free or discounted food, and any such additional promotional activities could adversely impact our results of operations.
We also plan to continue to emphasize mobile and other digital ordering, delivery and pick-up orders, and catering. These efforts may not succeed to the degree we expect or may result in unexpected operational challenges that adversely impact our costs. We may also seek to introduce new menu items that may not generate the level of sales we expect. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we are able to. Should our competitors increase spending on marketing and advertising, or our marketing funds decrease for any reason, or should our advertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.
Our business is subject to seasonal fluctuations.
Historically, customer spending patterns for our established shops are lowest in the first quarter of the year due to holidays, consumer habits and adverse weather. Other factors also have a seasonal effect on our results. For example, shops located near colleges and universities typically do more business during the academic year. Our quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year.
Changes to estimates related to our property, right-of-use assets for operating leases and equipment or operating results that are lower than our current estimates at certain shop locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our results of operations.
In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates and projections with regard to individual shop operations, as well as our overall performance, in connection with our impairment analyses for long-lived assets. When impairment triggers are deemed to exist for any location, the estimated forecasted shop cash flows are compared to its carrying value. If the carrying value exceeds the estimated forecasted shop 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 group. The projections of future cash flows used in these analyses require the use of judgment and a number of estimates and projections of future operating results. If actual results differ from our estimates, additional charges for asset impairments may be required in the future. We have experienced significant impairment charges in past years. If future impairment charges are significant, our reported operating results would be adversely affected.
Changes in tax laws and unanticipated tax liabilities could adversely affect the taxes we pay and our profitability.
We are subject to income and other taxes in the U.S., and our operations, plans and results are affected by various tax initiatives in the U.S. In particular, we are affected by the impact of changes to tax laws or policy or related authoritative interpretations. We are also impacted by settlements of pending or any future adjustments proposed by taxing and governmental authorities inside the U.S. in connection with our tax audits, all of which will depend on their timing, nature and scope. Any significant increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters could have a material adverse impact on our financial results.
We have experienced and continue to experience labor cost inflation. If we are unable to offset higher labor costs, our cost of doing business will significantly increase, which could materially adversely impact our financial performance.
Increases in minimum wages and minimum tip credit wages, extensions of personal and other leave policies, other governmental regulations affecting labor costs and a diminishing pool of potential staff members when the unemployment rate falls and legal immigration is restricted, especially in certain localities, could significantly increase our labor costs and make it more difficult to fully staff our restaurants, any of which could materially adversely affect our financial performance. If the United States federal government (or local jurisdictions) significantly increase the minimum wage and tip credit wage (or eliminate the tip credit wage) and require significantly more mandated benefits than what is currently required under applicable law, our labor costs may increase. In addition to increasing the overall wages paid to our minimum wage and tip credit wage earners, these increases create pressure to increase wages and other benefits paid to other staff members who, in recognition of their tenure, performance, job responsibilities and other similar considerations, historically received a rate of pay exceeding the applicable minimum wage or minimum tip credit wage. Because we employ a large workforce, any wage increase and/or expansion of benefits mandates will have a particularly significant impact on our labor costs. Our vendors, contractors and business partners are similarly impacted by wage and benefit cost inflation, and many have or will increase their price for goods, construction and services in order to offset their increasing labor costs.
Our labor expenses include significant costs related to our health benefit plans. Health care costs continue to rise and are especially difficult to project. Material increases in costs associated with medical claims, or an increase in the severity or frequency of such claims, may cause health care costs to vary substantially from year-over-year. Given the unpredictable nature of actual health care claims trends, including the severity or frequency of claims, in any given year our health care costs could significantly exceed our estimates, which could materially adversely affect our financial performance. Any significant changes to the healthcare insurance system could impact our healthcare costs. Material increases in healthcare costs could materially adversely affect our financial performance. While we try to offset labor cost increases through price increases, more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that these efforts will be successful. If we are unable to effectively anticipate and respond to increased labor costs, our financial performance could be materially adversely affected.
Failure of our internal control over financial reporting could adversely affect our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. The identification of a material weakness could indicate a lack of controls adequate to generate accurate financial statements that, in turn, could cause a loss of investor confidence and decline in the market price of our common stock. We cannot assure you that we will be able to timely remediate any material weaknesses that may be identified in future periods or maintain all of the controls necessary for continued compliance. Likewise, we cannot assure you that we will be able to retain sufficient
skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies.
Risks Related to Environmental Social and Governance Issues
Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance matters, that could expose us to numerous risks.
We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC, the Nasdaq Stock Market and the Financial Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain. In addition, increasingly regulators, customers, investors, employees and other stakeholders are focusing on environmental, social and governance ("ESG") matters and related disclosures. These changing rules, regulations and stakeholder expectations may result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. For example, developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including the SEC's recently proposed climate-related reporting requirements. We may also communicate certain initiatives and goals, regarding environmental matters, diversity, responsible sourcing and social investments and other ESG related matters, in our SEC filings or in other public disclosures. These initiatives and goals within the scope of ESG could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized for the accuracy, adequacy or completeness of the disclosure. In addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals. If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected.
Climate change and volatile adverse conditions may have an adverse impact on our business.
While we seek to mitigate our business risks associated with climate change by establishing environmental goals and standards and seeking business partners, including within our supply chain, that are committed to operating in ways that protect the environment or mitigate environmental impacts, we recognize that there are inherent climate-related risks wherever business is conducted. Our financial results, our leased premises and operations may be vulnerable to the adverse effects of climate change, which are predicted to increase the frequency and severity of adverse weather events and other natural cycles such as wildfires and droughts. In addition, our supply chain is subject to increased costs caused by the effects of climate change, greenhouse gases and diminishing energy and water resources. Increasing weather volatility and changes in global weather patterns can reduce crop size and crop quality, or destroy crops altogether, which could result in decreased availability or higher pricing for our produce and other ingredients. We may be forced to source ingredients from new geographic regions, which could impact quality and increase costs. These factors are beyond our control and, in many instances, unpredictable. Climate change and government regulation relating to climate change also could result in construction delays for new restaurants and interruptions to the availability or increases in the cost of utilities. The ongoing and long-term costs of these impacts related to climate change and other sustainability-related issues could have a material adverse effect on our business and financial condition if we are not able to mitigate them.
Risks Related to Ownership of Our Common Stock
Our business could be negatively affected as a result of actions of activist stockholders.
From time to time, we may be subject to proposals by stockholders urging us to take certain corporate action. If activist stockholder activities ensue, our business could be adversely impacted because:
•
| responding to actions by activist stockholders can be costly and time-consuming, and divert the attention of our management and employees;
|
•
| perceived uncertainties as to our future direction may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners; and
|
•responding to actions by activist stockholders can be costly and time-consuming and divert the attention of our management and employees; | pursuit of an activist stockholder’s agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders.
|
•perceived uncertainties as to our future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners; and
•pursuit of an activist stockholder’s agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders.
Our stock price could be extremely volatile and, as a result, you may not be able to resell your shares at or above the price you paid for them.
Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The stock market in general has been highly volatile, and this may be especially true for our common stock given our growth strategy and stage of development. As a result, the market price of our common stock is likely to be similarly volatile. You may experience a decrease, which could be substantial, in the value of your stock, including decreases unrelated to our operating performance or prospects, and could lose part or all of your investment. The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those described elsewhere in this Annual Report and others such as:
•
| actual or anticipated fluctuations in our quarterly or annual operating results and the performance of our competitors;
|
•
| publication of research reports by securities analysts about us, our competitors or our industry;
|
•actual or anticipated fluctuations in our quarterly or annual operating results and the performance of our competitors; | our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
|
•publication of research reports by securities analysts about us, our competitors or our industry; | additions and departures of key personnel;
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•our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; | sales, or anticipated sales, of large blocks of our stock or of shares held by our stockholders, directors or executive officers;
|
•additions and departures of key personnel; | strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
|
•sales, or anticipated sales, of large blocks of our stock or of shares held by our stockholders, directors or executive officers; | the passage of legislation or other regulatory developments affecting us or our industry;
|
•strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; | speculation in the press or investment community, whether or not correct, involving us, our suppliers or our competitors;
|
•the passage of legislation or other regulatory developments affecting us or our industry;
•speculation in the press or investment community, whether or not correct, involving us, our suppliers or our competitors; | changes in accounting principles;
|
•changes in accounting principles; | litigation and governmental investigations;
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•litigation and governmental investigations; | terrorist acts, acts of war or periods of widespread civil unrest;
|
•terrorist acts, acts of war or periods of widespread civil unrest; | a food-borne illness outbreak;
|
•a food-borne illness outbreak; | severe weather, natural disasters and other calamities; and
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•severe weather, natural disasters and other calamities; and | changes in general market and economic conditions.
|
•changes in general market and economic conditions.
As we operate in a single industry, we are especially vulnerable to these factors to the extent that they affect our industry or our products. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.
Provisions in our certificate of incorporation and
by-lawsbylaws and Delaware law may discourage, delay or prevent a change of control of our company or changes in our management and, therefore, may depress the trading price of our stock.
Our certificate of incorporation and
by-lawsbylaws include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of our company or changes in our management, including, among other things:
•
| restrictions on the ability of our stockholders to fill a vacancy on the board of directors;
|
•
| our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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•restrictions on the ability of our stockholders to fill a vacancy on the board of directors; | the inability of our stockholders to call a special meeting of stockholders;
|
•our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; | the absence of cumulative voting in the election of directors, which may limit the ability of minority stockholders to elect directors;
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•the inability of our stockholders to call a special meeting of stockholders; | advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of us; and
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•the absence of cumulative voting in the election of directors, which may limit the ability of minority stockholders to elect directors; | our by-laws may only be amended by the affirmative vote of the holders of at least 66-2/3% of the voting power of outstanding shares of our capital stock entitled to vote generally in the election of directors or by our board of directors.
|
•advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of us; and
•our bylaws may only be amended by the affirmative vote of the holders of at least 2/3 of the voting power of outstanding shares of our capital stock entitled to vote generally in the election of directors or by our board of directors.
Section 203 of the Delaware General Corporation Law may affect the ability of an “interested stockholder” to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an “interested stockholder.” An “interested stockholder” is defined to include persons owning directly or indirectly 15% or more of the outstanding voting stock of a corporation.
It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement.
On November 3, 2021, we entered into an equity sales agreement (the “Sales Agreement”) with William Blair & Company, L.L.C. (the “Sales Agent”), pursuant to which we may issue and sell from time to time shares of our common
stock having an aggregate offering price of up to $40 million through the Sales Agent (the “At-the-Market Offering”). Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares that are sold through the Sales Agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Sales Agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the aggregate proceeds to be raised in connection with those sales.
We may not be able to access sufficient funds under the Sales Agreement when needed.
The Sales Agent is only obligated to act as our agent in the sale of shares pursuant to the Sales Agreement on a commercially reasonable efforts basis and subject to certain conditions set forth in the Sales Agreement. Therefore, we may not in the future, have access to the full amount available to us under the Sales Agreement. Any amounts we sell under the Sales Agreement may not satisfy all of our funding needs, even if we are able and choose to sell and issue all of our common stock currently registered.
Because we have no plans to pay regular cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our
credit facility.Term Loan. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.
Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.
Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders may experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.
None.
ITEM 1C. CYBERSECURITY
We recognize the critical importance of maintaining the trust and confidence of our customers, franchisees and employees. Consequently, our cybersecurity policies, standards, processes and practices are contained within our Corporate Security Policy. Our cybersecurity policies, standards, processes and practices are fully integrated into the Company's enterprise risk management program.
We utilize multiple information systems, including accounting software, customer relationship management solutions, our mobile app, online ordering platforms, point-of-sale software and data warehouse. In the ordinary course of business, we collect, and our franchisees may collect confidential information.
To protect the information that we gather and the availability of our IT systems from cybersecurity threats, we have an ongoing cybersecurity risk mitigation program, which includes maintaining up-to-date detection, prevention and monitoring systems and contracting with outside cybersecurity firms to provide constant monitoring of our systems. A cybersecurity threat is any potential unauthorized occurrence on or conducted through our information systems or the information systems of a third party that we utilize in our business which may result in adverse effects on the confidentiality, integrity or availability of our information systems or any information residing therein. Our cybersecurity policies, standards, processes and practices are based on the Center for Internet Security Critical Security Controls and include the following components:
◦Collaborative Approach: We have implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
◦Deployment of Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. We identify and address information
security risks by employing a defense-in-depth methodology that provides multiple, redundant defensive measures in case of security control fails or a vulnerability is exploited.
◦Development and Periodic Testing of Incident Response and Recovery Planning: We have developed and maintain comprehensive incident response and recovery plans that address our response to a cybersecurity threat, and such plans are tested and evaluated on a regular basis. Our periodic testing of these plans include a wide range of activities, such as audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, internal audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.
◦Outside Consultants: The Company engages various outside consultants, including contractors, assessors, auditors, outside attorneys and other third parties, to, among other things, externally audit our systems against top information security standards, including controls for Payment Card Industry Data Security Standard (PCI DSS) and conduct regular testing of our networks and systems to identify vulnerabilities.
◦Third-Party Risk Management: We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including service providers, franchisees and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. We conduct due diligence of third-party vendors that we engage.
◦Implementation of Regular and Mandatory Employee Training and Awareness Programs: We provide regular, mandatory training for personnel regarding cybersecurity threats as a means to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
As of the date of this report, we are not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us, or that are reasonably likely to affect us, including our business strategy, results of operations or financial condition.
Governance
The Board has delegated to the Audit Committee the responsibility for monitoring and overseeing the Company’s cybersecurity and other information technology risks, controls, strategies and procedures. The Audit Committee receives timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On a quarterly basis, the Audit Committee discusses our approach to cybersecurity risk management with our Chief Information Officer (“CIO”). The Audit Committee makes regular reports to the full Board regarding our information technology risks.Each member of our Audit Committee is experienced in the area of information security, either as a result of their professional history, their current responsibilities in overseeing processes and controls in this area at the Company, or both. The Audit Committee may discuss such processes and controls with our internal accounting and security teams and independent registered public accounting firm.
Our CIO manages our Cyber Security Program, including the management of risks arising from cybersecurity threats. Our management receives quarterly, and more frequently, if necessary, presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our CIO works, in coordination with our senior management, to implement new programs, as needed, and to oversee our current programs which are designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. Our CIO monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee when appropriate.
Our CIO has served in various roles in information technology and information security for over 20 years, including serving in senior leadership roles overseeing information technology systems, including previous service at a company in our industry. Our CIO serves on the board of directors of the Chicago chapter of the Society for Information Management where he has the opportunity to interact with senior IT leaders throughout the technology and business fields, including in the industry, government and academic sectors.
ITEM 2.
| ITEM 2. PROPERTIES |
We do not own any real property. As of December
27, 2020,31, 2023, we had the following number of company-operated shops located in the following areas:
| Location | | Number of Shops | | | Location | | Number of Shops | | Location | | Number of Shops | | Location | | Number of Shops |
Illinois | | | 111 | | | Washington | | | 10 | |
Texas | | | 62 | | | Indiana | | | 9 | |
| Michigan | |
| Virginia | |
| District of Columbia | |
| Minnesota | |
| Wisconsin | |
Maryland | | | 30 | | | Massachusetts | | | 6 | |
Michigan | | | 30 | | | Oregon | | | 5 | |
District of Columbia | | | 22 | | | Kansas | | | 4 | |
Virginia | | | 21 | | | Kentucky | | | 1 | |
Minnesota | | | 20 | | | Missouri | | | 1 | |
Ohio | | | 16 | | | New Jersey | | | 1 | |
Wisconsin | | | 14 | | | Oklahoma | | | 1 | |
New York | | | 13 | | | Pennsylvania | | | 1 | |
| Arizona | |
Colorado | | | 11 | | | Utah | | | 1 | |
Arizona | | | 10 | | | Total | | | 400 | |
| Colorado | |
| Colorado | |
| | | | Total | |
| | | | Total | |
| | | | Total | |
Initial lease terms for our company-operated properties are generally ten years, with the majority of the leases providing for an option to renew for two additional five-year terms. Nearly all of our leases provide for a minimum annual rent, and some of our leases call for additional rent based on sales volume at the particular location over specified minimum levels. Generally, the leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent. For additional information regarding our leases, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations”Note 8 in Item
7.8.
As of December 27, 2020,31, 2023, we occupied approximately 32,00015,000 square feet of office space in Chicago, Illinois under an 11-year lease for our corporate headquarters.headquarters which is leased through March 31, 2027.
ITEM 3.
| ITEM 3. LEGAL PROCEEDINGS |
The Company is
We are subject to legal proceedings, claims and liabilities, such as employment-related claims and personal injury 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 shouldis not expected to have a material adverse impact on the Company’sour financial position or results of operations and cash flows.
ITEM 4.
| ITEM 4. MINE SAFETY DISCLOSURES |
ITEM 5.
| ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Common Stock Market Prices and Dividends
The Company’s
Our common stock is listed on the NASDAQ under the symbol “PBPB”.
As of February 24, 2021,25, 2024, there were 5133 stockholders of record of our common stock. This number excludes stockholders whose stock is held in nominee or street name by brokers. Dividend Policy
The Company
We currently intendsintend to retain all available funds and any future earnings to fund the development and growth of the business and for repurchases of the Company’sour common stock, and therefore Potbelly doeswe do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Potbelly boardBoard of directors,Directors, subject to compliance with covenants in future agreements governing our indebtedness, and will depend upon Companyour results of operations, financial condition, capital requirements and other factors that the boardBoard of directorsDirectors deems relevant. In addition, in certain circumstances, the Revolving Credit Facility restricts Potbelly’s ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—CreditRevolving Facility” in Item 7.
Purchases of Equity Securities by the Issuer
There were no purchases of
Companyour common stock made by or on behalf of Potbelly Corporation during the
13 weeksyear ended December
27, 2020.31, 2023.
The following graph and accompanying table show the cumulative total return to stockholders of Potbelly Corporation’s common stock relative to the cumulative total returns of the NASDAQ Composite Index, S&P 600 SmallCap Index and S&P 600 Restaurants Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of dividends) from December
27, 201531, 2018 to December
27, 2020.31, 2023. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
ITEM 6.
| SELECTED FINANCIAL DATA
|
The following table sets forth Potbelly’s selected consolidated financial and other data as of the dates and for the periods indicated. The Company derived the statements of operations and cash flow data presented below for the fiscal years ended December 27, 2020, December 29, 2019 and December 30, 2018 and the balance sheet data presented below as of December 27, 2020 and December 29, 2019 from the Company’s consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. The statements of operations and cash flow data for the fiscal years ended December 31, 2017 and December 25, 2016 and the balance sheet data as of December 30, 2018, December 31, 2017 and December 25, 2016 have been derived from the Company’s consolidated financial statements not included in this Annual Report on Form 10-K. The Company’s historical results are not necessarily indicative of Potbelly’s results in any future period.
Operating results are reported on a 52-week fiscal year calendar, with a 53-week year occurring every fifth or sixth year. The Company’s fiscal year ends on the last Sunday of each calendar year. Fiscal year 2017 was a 53-week year and fiscal years 2020, 2019, 2018 and 2016 were 52-week years. The first three quarters of our fiscal year consist of 13 weeks, and our fourth quarter consists of 13 weeks for 52-week fiscal years and 14 weeks for 53-week fiscal years.
Potbelly’s selected consolidated financial and other data should be read in conjunction with the disclosure set forth under “Risk Factors” in Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and the Company’s consolidated financial statements and the related notes included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
| | Fiscal Year Ended | |
| | December 27, | | | December 29, | | | December 30, | | | December 31, | | | December 25, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Statement of Operations Data: | | ($ in thousands) | |
Total revenues | | $ | 291,281 | | | $ | 409,707 | | | $ | 422,638 | | | $ | 428,111 | | | $ | 407,131 | |
| | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Sandwich shop operating expenses | | | | | | | | | | | | | | | | | | | | |
Cost of goods sold, excluding depreciation | | | 82,154 | | | | 108,326 | | | | 111,083 | | | | 113,426 | | | | 111,026 | |
Labor and related expenses | | | 105,241 | | | | 128,403 | | | | 127,962 | | | | 126,337 | | | | 117,838 | |
Occupancy expenses | | | 56,882 | | | | 58,977 | | | | 59,789 | | | | 58,562 | | | | 52,444 | |
Other operating expenses | | | 49,054 | | | | 50,178 | | | | 50,363 | | | | 49,209 | | | | 43,738 | |
General and administrative expenses | | | 35,009 | | | | 44,831 | | | | 44,826 | | | | 43,720 | | | | 40,287 | |
Depreciation expense | | | 19,830 | | | | 22,103 | | | | 23,142 | | | | 25,680 | | | | 22,734 | |
Pre-opening costs | | | 229 | | | | 35 | | | | 472 | | | | 1,441 | | | | 1,786 | |
Impairment, loss on disposal of property and equipment and shop closures | | | 12,346 | | | | 6,050 | | | | 15,603 | | | | 11,659 | | | | 4,265 | |
Restructuring costs | | | 1,668 | | | | — | | | | — | | | | — | | | | — | |
Total expenses | | | 362,413 | | | | 418,903 | | | | 433,240 | | | | 430,034 | | | | 394,118 | |
Income (loss) from operations | | | (71,132 | ) | | | (9,196 | ) | | | (10,602 | ) | | | (1,923 | ) | | | 13,013 | |
| | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 1,076 | | | | 199 | | | | 142 | | | | 124 | | | | 134 | |
Income (loss) before income taxes | | | (72,208 | ) | | | (9,395 | ) | | | (10,744 | ) | | | (2,047 | ) | | | 12,879 | |
Income tax expense (benefit) (1) | | | (6,536 | ) | | | 14,190 | | | | (2,195 | ) | | | 4,643 | | | | 4,443 | |
Net income (loss) | | | (65,672 | ) | | | (23,585 | ) | | | (8,549 | ) | | | (6,690 | ) | | | 8,436 | |
Net income attributable to non-controlling interests (2) | | | (281 | ) | | | 407 | | | | 329 | | | | 266 | | | | 224 | |
Net income (loss) attributable to Potbelly Corporation | | | (65,391 | ) | | | (23,992 | ) | | | (8,878 | ) | | | (6,956 | ) | | | 8,212 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to common stockholders | | $ | (65,391 | ) | | $ | (23,992 | ) | | $ | (8,878 | ) | | $ | (6,956 | ) | | $ | 8,212 | |
| | Fiscal Year Ended | |
| | December 27, | | | December 29, | | | December 30, | | | December 31, | | | December 25, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | ($ in thousands, except per share data) | |
Net income (loss) per common share attributable to common stockholders (3): | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (2.74 | ) | | $ | (1.01 | ) | | $ | (0.35 | ) | | $ | (0.28 | ) | | $ | 0.32 | |
Diluted | | $ | (2.74 | ) | | $ | (1.01 | ) | | $ | (0.35 | ) | | $ | (0.28 | ) | | $ | 0.31 | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | |
Basic | | | 23,899 | | | | 23,850 | | | | 25,173 | | | | 25,045 | | | | 25,624 | |
Diluted | | | 23,899 | | | | 23,850 | | | | 25,173 | | | | 25,045 | | | | 26,231 | |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows Data: | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | |
Operating activities | | | (11,609 | ) | | | 18,168 | | | | 30,988 | | | | 41,819 | | | | 45,969 | |
Investing activities | | | (10,920 | ) | | | (14,365 | ) | | | (21,395 | ) | | | (34,684 | ) | | | (37,820 | ) |
Financing activities | | | 14,849 | | | | (4,772 | ) | | | (15,348 | ) | | | (4,984 | ) | | | (16,776 | ) |
| | | | | | | | | | | | | | | | | | | | |
Selected Other Data: | | | | | | | | | | | | | | | | | | | | |
Total company-operated shops (end of period) | | | 400 | | | | 428 | | | | 437 | | | | 437 | | | | 411 | |
Change in company-operated comparable store sales | | | (24.7 | )% | | | (3.0 | )% | | | (1.4 | )% | | | (3.8 | )% | | | 1.4 | % |
Operating income (loss) margin (4) | | | (24.6 | )% | | | (2.2 | )% | | | (2.5 | )% | | | (0.4 | )% | | | 3.2 | % |
Shop-level profit margin (5) | | | (1.4 | )% | | | 15.0 | % | | | 16.7 | % | | | 18.2 | % | | | 19.7 | % |
Capital expenditures | | | 10,920 | | | | 14,365 | | | | 21,395 | | | | 34,684 | | | | 36,712 | |
Adjusted EBITDA (6) | | | (32,686 | ) | | | 25,501 | | | | 34,990 | | | | 41,693 | | | | 44,145 | |
Adjusted EBITDA margin (6) | | | (11.3 | )% | | | 6.2 | % | | | 8.3 | % | | | 9.7 | % | | | 10.8 | % |
| | December 27, | | | December 29, | | | December 30, | | | December 31, | | | December 25, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | ($ in thousands) | |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |
Total current assets | | $ | 23,308 | | | $ | 32,223 | | | $ | 39,420 | | | $ | 45,203 | | | $ | 38,551 | |
Total assets | | | 283,357 | | | | 332,879 | | | | 153,215 | | | | 170,730 | | | | 175,445 | |
Total current liabilities | | | 65,606 | | | | 53,774 | | | | 29,026 | | | | 27,352 | | | | 27,815 | |
Total liabilities | | | 277,862 | | | | 263,710 | | | | 57,682 | | | | 53,492 | | | | 51,209 | |
Total equity | | | 5,495 | | | | 69,169 | | | | 95,533 | | | | 117,238 | | | | 124,236 | |
(1)
| During fiscal year 2020, the Company recognized an income tax benefit of $6.7 million due to the impact of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). During fiscal year 2019, the Company recorded a non-cash charge to income tax expense of $13.6 million related to the recognition of a full valuation allowance against its deferred tax assets. During fiscal year 2017, the Company recognized additional tax expense of $3.8 million due to the impact of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). See Note 7 to the Consolidated Financial Statements for additional information related to these items.
|
(2)
| Non-controlling interests represent non-controlling partners’ share of the assets, liabilities and operations related to seven joint venture investments. Potbelly has ownership interests ranging from 51-80% in these consolidated joint ventures.
|
(3)
| Net income (loss) per common share attributable to common stockholders is calculated using the weighted average number of common shares outstanding for the period.
|
ITEM 6. RESERVED
(4)
| Income from operations as a percentage of total revenues.
|
(5)
| Shop-level profit is not required by, or presented in accordance with, GAAP, and is defined as income (loss) from operations less franchise royalties and fees, general and administrative expenses, depreciation expense, pre-opening costs and impairment, loss on disposal of property and equipment and shop closures. Shop-level profit is a supplemental measure of operating performance of the Company’s shops and the calculation thereof may not be comparable to that reported by other companies. Shop-level profit margin represents shop-level profit expressed as a percentage of net company-operated sandwich shop sales. Shop-level profit and shop-level profit margin have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of Potbelly’s results as reported under GAAP. Management believes shop-level profit margin is an important tool for investors because it is a widely used metric within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management uses shop-level profit margin as a key metric to evaluate the profitability of incremental sales at the Company’s shops, to evaluate our shop performance across periods and to evaluate our shop financial performance compared with our competitors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 for a discussion of shop-level profit margin and other key performance indicators. A reconciliation of shop-level profit to income (loss) from operations and a calculation of shop-level profit margin is provided below:
|
| | Fiscal Year Ended | |
| | December 27, | | | December 29, | | | December 30, | | | December 31, | | | December 25, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | ($ in thousands) | |
Income (loss) from operations | | $ | (71,132 | ) | | $ | (9,196 | ) | | $ | (10,602 | ) | | $ | (1,923 | ) | | $ | 13,013 | |
Less: Franchise royalties and fees | | | 1,944 | | | | 3,019 | | | | 3,212 | | | | 3,179 | | | | 2,257 | |
General and administrative expenses | | | 35,009 | | | | 44,831 | | | | 44,826 | | | | 43,720 | | | | 40,287 | |
Depreciation expense | | | 19,830 | | | | 22,103 | | | | 23,142 | | | | 25,680 | | | | 22,734 | |
Pre-opening costs | | | 229 | | | | 35 | | | | 472 | | | | 1,441 | | | | 1,786 | |
Impairment, loss on disposal of property and equipment and shop closures | | | 12,346 | | | | 6,050 | | | | 15,603 | | | | 11,659 | | | | 4,265 | |
Restructuring costs | | | 1,668 | | | | — | | | | — | | | | — | | | | 0 | |
Shop-level profit [Y] | | $ | (3,993 | ) | | $ | 60,804 | | | $ | 70,229 | | | $ | 77,398 | | | $ | 79,828 | |
Total revenues | | $ | 291,281 | | | $ | 409,707 | | | $ | 422,638 | | | $ | 428,111 | | | $ | 407,131 | |
Less: Franchise royalties and fees | | | 1,944 | | | | 3,019 | | | | 3,212 | | | | 3,179 | | | | 2,257 | |
Sandwich shop sales, net [X] | | $ | 289,337 | | | $ | 406,688 | | | $ | 419,426 | | | $ | 424,932 | | | $ | 404,874 | |
Shop-level profit margin [Y÷X] | | | (1.4 | )% | | | 15.0 | % | | | 16.7 | % | | | 18.2 | % | | | 19.7 | % |
(6)
| Adjusted EBITDA is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. Potbelly defines adjusted EBITDA as net income (loss) before depreciation and amortization expense, interest expense and the provision for income taxes, adjusted to eliminate the impact of other items set forth in the reconciliation below, including certain non-cash as well as certain other items that we do not consider representative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by total revenues. Adjusted EBITDA has limitations as an analytical tool, and the Company’s calculation thereof may not be comparable to that reported by other companies; accordingly, it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA is a key metric used by management. Additionally, adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Potbelly uses adjusted EBITDA alongside GAAP measures such as operating income (loss) and net income (loss) to measure profitability as a key profitability target in the Company’s annual and other budgets. Potbelly also uses adjusted EBITDA to compare our performance against that of peer companies. Potbelly believes that adjusted EBITDA provides useful information in facilitating operating performance comparisons from period to period and company to company. A reconciliation of adjusted EBITDA to net income attributable to Potbelly Corporation is provided below:
|
| | Fiscal Year Ended | |
| | December 27, | | | December 29, | | | December 30, | | | December 31, | | | December 25, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | ($ in thousands) | |
Net income (loss) attributable to Potbelly Corporation | | $ | (65,391 | ) | | $ | (23,992 | ) | | $ | (8,878 | ) | | $ | (6,956 | ) | | $ | 8,212 | |
Depreciation expense | | | 19,830 | | | | 22,103 | | | | 23,142 | | | | 25,680 | | | | 22,734 | |
Interest expense | | | 1,076 | | | | 199 | | | | 142 | | | | 124 | | | | 134 | |
Income tax expense (benefit) | | | (6,536 | ) | | | 14,190 | | | | (2,195 | ) | | | 4,643 | | | | 4,443 | |
EBITDA | | $ | (51,021 | ) | | $ | 12,500 | | | $ | 12,211 | | | $ | 23,491 | | | $ | 35,523 | |
Impairment, loss on disposal of property and equipment, and shop closures (a) | | | 12,346 | | | | 6,050 | | | | 15,603 | | | | 11,659 | | | | 4,265 | |
Stock-based compensation | | | 2,515 | | | | 2,335 | | | | 2,882 | | | | 3,848 | | | | 3,057 | |
Nonrecurring professional services (b) | | | — | | | | 3,070 | | | | — | | | | — | | | | — | |
CEO transition costs (c) | | | 769 | | | | — | | | | 1,564 | | | | 2,695 | | | | — | |
Proxy related costs(d) | | | 1,039 | | | | (127 | ) | | | 810 | | | | — | | | | — | |
Legal settlements(e) | | | — | | | | — | | | | — | | | | — | | | | 1,300 | |
Restructuring and other costs(f) | | | 1,668 | | | | 1,673 | | | | 1,920 | | | | — | | | | — | |
Adjusted EBITDA | | $ | (32,684 | ) | | $ | 25,501 | | | $ | 34,990 | | | $ | 41,693 | | | $ | 44,145 | |
(a)
| This adjustment includes costs related to impairment of long-lived assets, loss on disposal of property and equipment and shop closure expenses.
|
(b)
| The Company incurred certain costs in the third and fourth quarter of 2019 for nonrecurring professional services.
|
(c)
| The Company incurred certain costs related to the transition between the current and former CEO in 2020, 2018 and 2017. Transition costs were included in general and administrative expenses in the consolidated statements of operations.
|
(d)
| The Company incurred certain professional and other costs and associated benefits related to shareholder proxy matters. These costs and benefits were included in general and administrative expenses in the consolidated statements of operations.
|
(e)
| For the fiscal year ended December 25, 2016, this adjustment relates to a legal expense incurred to establish an accrual related to a Fair Labor Standards Act claim.
|
(f)
| The Company incurred certain restructuring costs, primarily related to severance, in 2020 and other business transformation costs in 2019 and 2018 that were included in general and administrative expenses in the consolidated statements of operations.
|
ITEM 7.
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
The following discussion of
the Company’sour financial condition and results of operations should be read in conjunction with
“Selected Financial Data” in Item 6 and the Company’sour consolidated financial statements and the related notes to those statements included in Item 8. The discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause Potbelly results to differ materially from expectations.
The Company’sOur actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those described in “Risk Factors” in Item 1A and elsewhere in this report.
This section of this Form 10-K generally discusses our results of operations and financial condition for the year ended December 31, 2023. For a discussion of similar topics for the years ended December 25, 2022 and December 26, 2021, please refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K, filed on March 2, 2023, which is incorporated herein by reference.
Potbelly Corporation is a neighborhood sandwich concept that has been a much-needed lunch-break escape for more than 40 years. Potbelly owns and operates Potbelly Sandwich Shop concepts in the United States.
The CompanyWe also
hashave domestic franchise operations of Potbelly Sandwich Shop concepts. Potbelly’s chief operating decision maker is our Chief Executive Officer. Based on how our Chief Executive Officer reviews financial performance and allocates resources on a recurring basis,
the Company haswe have one operating segment and one reportable segment.
Our shop model is designed to generate, and has generated, strong cash flow, attractive shop-level financial results and high returns on investment. We operate our shops successfully in a wide range of geographic markets, population densities and real estate settings. We aim to generate average shop-level profit margins, a non-GAAP measure, that range from
themid to high
teens to above 20%.teens. Our ability to achieve such margins and returns depends on a number of factors, including consumer behaviors, the economy,
and labor and commodity costs. For example, we face increasing labor and commodity costs, which we have partially offset by increasing menu prices. Although there is no guarantee that we will be able to achieve these returns, we believe our attractive shop economics support our ability to profitably grow our brand in new and existing markets.
The table below sets forth a rollforward of company-operated and franchise-operated activities:
| | Company- | | | Franchise-Operated | | | Total | |
| Company- Operated | | | Company- Operated | | Franchise-Operated | | Total Company |
| | Operated | | | Domestic | | | International | | | Total | | | Company | |
Shops as of December 25, 2017 | | | 437 | | | | 39 | | | | 16 | | | | 55 | | | | 492 | |
| Shops as of December 27, 2020 | |
| Shops as of December 27, 2020 | |
| Shops as of December 27, 2020 | |
Shops opened | | | 10 | | | | 4 | | | | 3 | | | | 7 | | | | 17 | |
Shops closed | | | (10 | ) | | | (2 | ) | | | (11 | ) | | | (13 | ) | | | (23 | ) |
Shops as of December 31, 2018 | | | 437 | | | | 41 | | | | 8 | | | | 49 | | | | 486 | |
| Shops refranchised | |
| Shops as of December 26, 2021 | |
Shops opened | | | 2 | | | | 7 | | | | — | | | | 7 | | | | 9 | |
Shops closed | | | (11 | ) | | | (2 | ) | | | (8 | ) | | | (10 | ) | | | (21 | ) |
Shops as of December 30, 2019 | | | 428 | | | | 46 | | | | — | | | | 46 | | | | 474 | |
| Shops refranchised | |
| Shops as of December 25, 2022 | |
Shops opened | | | 5 | | | | 3 | | | | — | | | | 3 | | | | 8 | |
Shops closed | | | (33 | ) | | | (3 | ) | | | — | | | | (3 | ) | | | (36 | ) |
Shops as of December 29, 2020 | | | 400 | | | | 46 | | | | — | | | | 46 | | | | 446 | |
| Shops refranchised | |
| Shops as of December 31, 2023 | |
Impact of COVID-19 on Our Business
On January 30, 2020, the WHO announced a global health emergency because of COVID-19 and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic has significantly impacted economic conditions in the United States where all our shops are located. In response to the pandemic, many states and jurisdictions in which we operate issued stay-at-home orders, mandated total or partial closures of our shops and took other measures aimed at slowing the spread of the coronavirus. While most of our company-owned shops remain open in accordance with guidance from local authorities, these measures resulted in us closing the vast majority our dining rooms and shifting to off-premise operations only, and we experienced a sudden and drastic decrease in revenues. Nearly all of our shops have reopened their dining rooms with restrictions, such as social distancing and limited capacities, to ensure the health and safety of our guests and employees. We continue to follow guidance from local authorities in determining the appropriate restrictions to put in place for each shop, including the suspension or reduction of in-shop dining if required due to changes in the pandemic response in each jurisdiction.
The COVID-19 pandemic has adversely affected, and will continue to adversely affect, our operations and financial results for the foreseeable future. There are many uncertainties regarding the current COVID-19 pandemic, and we are closely monitoring the impact of the pandemic on all aspects of our business, including how it will impact its customers, employees, suppliers, vendors,
business partners, and distribution channels. We are unable to predict the impact that COVID-19 will have on our financial position and operating results due to numerous uncertainties, however, we are continually assessing the evolving impact of the COVID-19 pandemic and intend to make adjustments to our responses accordingly.
As the COVID-19 pandemic emerged, the Company’s first priority was and continues to be ensuring the health and safety of our employees as we serve our customers and communities. We have provided masks, gloves, and other personal protective equipment to our shop employees and implemented daily temperature checks and screening before each shift. We continue to adhere to our stringent food safety and quality assurance programs. We have implemented strict sanitation protocols for our shops including disinfecting high-touch areas and providing tamper-evident stickers on all pickup and delivery orders. We are monitoring recommendations from the Centers for Disease Control and will make necessary adjustments to align with emerging best practices and regulations. We have been in regular contact with our supply chain partners and we have not experienced, nor do we foresee, material disruptions in our supply chain. As of December 27, 2020, 18 of the Company’s shops remain temporarily closed. We have implemented a strategy to reduce costs and preserve cash. Please see the “Liquidity and Capital Resources” section below for additional details.
Revenue – Through the first ten weeks of 2020, we saw comparable same-store-sales increase 2.5% and the Company was on pace to record the first positive quarterly comparable same-store-sales since 2016. Due to the negative impact of the COVID-19 pandemic, comparable same-store sales reached a low point with a decrease of 67.7% at the end of March. We reported a decrease in comparable same-store sales of 10.1% for the quarter ended March 29, 2020 compared to the prior year. Same-store sales steadily improved from the second quarter through the end of the fiscal year. The Company reported decreases in same-store sales of 41.5%, 21.0%, and 19.7% in the second, third, and fourth quarters, respectively. As our shops were subject to restrictions on dine-in capacity, our shops have increased off-premise operations, continuing to provide delivery, in-shop pick-up, drive-thru, or curbside pick-up services. We continue to follow guidance from local authorities in determining the appropriate restrictions to put in place for each shop. The majority of our shops have reopened their dining rooms with restrictions, such as social distancing and limited capacities, to ensure the health and safety of our guests and employees and comply with government regulations. Customers can place off-premise orders through Potbelly.com and the Potbelly app, or through DoorDash, Grubhub, Postmates and Uber Eats marketplaces nationwide. We continue to offer the Potbelly Pantry program, which allows customers to purchase Potbelly products in bulk as a response to changing customer needs during the pandemic. We also introduced Family Meal Deals which allow customers to purchase a combination of sandwiches, salads, sides, shakes, and other menu items for a family or group at a reduced price.
Operating Costs – We have implemented measures to reduce operating costs and general and administrative expenses in response to the negative impact the pandemic has had on our business. We continually adjust shop-level labor and purchases of inventory to align with current levels of demand. At the onset of the pandemic, we reduced advertising and marketing expenditures, enacted a hiring freeze, and restricted business travel. As of the beginning of the second quarter of 2020, we temporarily reduced salaries for all corporate employees, suspended merit increases, promotions, bonuses, and certain benefits, furloughed approximately one-third of our corporate employees, and the Board of Directors elected to temporarily defer its compensation. During the third quarter of 2020, the Company eliminated the temporary reduction of salaries for corporate employees and the deferral of Board of Director compensation for the Board of Directors. We continue to be thoughtful and judicious regarding our operating expenses during the uncertainty of the pandemic. Additionally, the Company implemented a corporate restructuring plan during the fourth quarter of 2020 that will reduce annual general and administrative expenses by $3.5 million to $4.0 million. The plan consists of corporate expense optimization, consolidation of shop support services, and other expense and staff reductions. Refer to the discussion of 2020 operating results for further discussion of this restructuring plan.
Additionally, we suspended the payment of rent on the majority of our leases and entered discussions with our landlords regarding the restructuring of those leases in light of various contractual and legal defenses. As of December 27, 2020, we have amended 321 lease agreements for our shops, which include rent abatements, rent deferrals, and/or modified lease terms to reduce ongoing rent, and we have completed early terminations of leases for 28 of our shops.
Shop Development – We halted capital investment in new company-owned shops, except for shops that are substantially complete, as well as all non-essential capital expenditures. The Company does not have plans to begin construction on any company-owned shops until the impact of the pandemic is behind us.
We will continue to actively monitor the evolving situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, franchisees, stakeholders and communities.
Fiscal Year
Operating results are reported on a 52-week fiscal year calendar, with a 53-week year occurring every fifth or sixth year. Our fiscal year ends on the last Sunday of each calendar year. Fiscal
year 2023 consists of 53 weeks and fiscal years
2020, 20192022 and
20182021 were
a 52-week
year.fiscal years. The first three quarters of our fiscal year consist of 13 weeks and our fourth quarter consists of
14 weeks for a 53-week fiscal year and 13 weeks for
a 52-week fiscal
years and 14 weeks for 53-week fiscal years.year.
Key Performance Indicators
In assessing the performance of
the Company’sour business,
Potbelly considerswe consider a variety of performance and financial measures. The key measures for determining how the business is performing are comparable store sales,
number of company-operated shop openings, shop-level profit margins, and adjusted EBITDA.
Company-Operated Comparable Store Sales
Comparable store sales reflect the change in year-over-year sales for the comparable company-operated store base.
Potbelly definesWe define the comparable store base to include those shops open for 15 months or longer.
As ofFor the fiscal years ended December
27, 2020,31, 2023, December
29, 201925, 2022, and December
30, 2018,26, 2021 there were
378, 423366, 379 and
416366 shops, respectively, in
Potbelly’sour comparable company-operated store base. Comparable store sales growth can be generated by an increase in number of transactions and/or by increases in the average check amount resulting from a shift in menu mix and/or increase in price. This measure highlights performance of existing shops as the impact of new shop openings is excluded. For purposes of the comparable store sales calculation, a transaction is defined as an
entree,entrée, which includes sandwiches, salads and bowls of soup or mac and cheese.
Number of Company-Operated Shop Openings
The number of company-operated shop openings reflects the number of shops opened during a particular reporting period.period may have an impact on our results that period and other surrounding periods. Before Potbelly openswe open new company-operated shops, the Company incurswe incur pre-opening costs, which are defined below.costs. Often, new shops open with an initial start-up period of higher than normal sales volumes, which subsequently decrease to stabilized levels. While sales volumes are generally higher during the initial opening period, new shops typically experience normal inefficiencies in the form of higher cost of sales, labor and other direct operating expenses and as a result, shop-level profit margins are generally lower during the start-up period of operation. The average start-up period is 10 to 13 weeks. With our focus on franchise shop development, we expect our company shop development will be limited in 2024.
Number of Franchise-Operated Shop Openings
The number
and timing of
franchise-operated shop openings
has had, and is expected to continue toduring a particular reporting period may have an impact on
our franchise revenue during that period and subsequent periods. For each franchise-operated shop, we collect an initial franchise fee that is recognized as revenue over the
Company’s resultsterm of
operations.the franchise agreement, beginning with the shop opening date. We also collect royalties and other fees from the franchisee after their shop opens and they begin generating sales. We enter into development agreements with some franchisees to open a certain number shops over a specified development schedule, and we expect the number of franchise-operated shop openings to increase as franchisees make progress on their development commitments.
Shop-Level Profit
(Loss) Margin
Shop-level profit
(loss) margin is defined as net company-operated sandwich shop sales less company-operated sandwich shop operating expenses,
including costexcluding depreciation, which consists of
goods sold,food, beverage and packaging costs, labor and related expenses,
other operatingoccupancy expenses, and
occupancyother operating expenses, as a percentage of net company-operated sandwich shop sales.
Other operating expenses include all other shop-level operating costs, excluding depreciation, the major components of which are credit card fees, fees to third-party marketplace partners, marketing and advertising, shop technology and software, supply chain costs, operating supplies, utilities, and repair and maintenance costs. Shop-level profit
(loss) margin is not required by, or presented in accordance with
U.S. GAAP.
Potbelly believesWe believe shop-level profit
(loss) margin is important in evaluating shop-level productivity, efficiency and performance.
Adjusted EBITDA
Potbelly defines
We define adjusted EBITDA as net income
(loss) attributable to Potbelly before depreciation and amortization, interest expense and provision for income taxes, adjusted for the impact of the following items that
the Company doeswe do not consider representative of ongoing operating performance: stock-based compensation expense, impairment and shop closure expenses, gain or loss on disposal of property and equipment
pre-opening expenses and
CEO transition costsgain on Franchise Growth Acceleration Initiative activities as well as other one-time, non-recurring
charges. Potbelly believescharges, such as gain on extinguishment of debt. Adjusted EBITDA is not required by, or presented in accordance with U.S. GAAP. We believe that adjusted EBITDA is a
more appropriateuseful measure of operating performance, as it provides a
clearer picture of operating results by eliminating expenses that
management does not believe are
not reflective of underlying business performance.
Key Financial Definitions
Revenues
Potbelly generates revenue from
Sandwich shop sales, net company-operated
Net sandwich shop sales and franchise operations. Net company-operated shop sales consistincludes of food and beverage sales, net of promotional allowances and employee meals.meals generated by company-operated shops. Company-operated shop sales are influenced by new shop openings, shop closures, including refranchise transactions, and comparable store sales.
Franchise royalties, fees and rental income
Franchise royalties, fees consistand rental income includes royalty income and Brand Fund contributions collected from our franchisee, both of which are earned based on a percentage of franchisee sales, an initial franchise fee, which is recognized over the term of the franchise agreement once a franchise development agreement feeshop is opened, fees to support shop systems and royalty income from the franchisee.technology, and in some cases where we sublease to a franchisee, rental income.
Food, beverage and packaging costs
Cost of Goods Sold, Excluding Depreciation
Cost of goods sold consists primarily
The components of food, beverage and packaging
costs. The components of cost of goods soldcosts are variable in nature, change with sales volume, are influenced by menu mix and are subject to increases or decreases based on fluctuations in commodity costs.
Labor and Related Expenses
Labor and related expenses include all shop-level management and hourly labor costs, including salaries, wages, benefits and performance incentives, labor taxes and other indirect labor costs.
Occupancy expenses include fixed and variable portions of rent, common area maintenance and real estate taxes.
Other operating expenses include all other shop-level operating costs, excluding depreciation, the major components of which are fees to third-party marketplace partners, credit card fees, operating supplies, utilities, repair and maintenance costs, and shop-level marketing costs. Other operating expenses also include expenses incurred by the Brand Fund, which are recorded to the company-operated shops based on a percentage of sales. These expenses include production and media costs related to brand advertising.
Franchise Support, Rent and
musician expense.Marketing Expenses
Franchise support, rent and marketing expenses include Brand Fund, information technology, supply chain, occupancy and operations expenses for franchised shops.
General and Administrative Expenses
General and administrative expenses is comprised of expenses associated with corporate and administrative functions that support the development and operations of shops, including compensation and benefits, travel expenses, stock-based compensation costs, legal and professional fees,
advertising costs, costs related to abandoned new shop development sites and other related corporate costs.
Depreciation expense includes the depreciation of fixed assets and capitalized leasehold improvements.
Pre-opening costs consist of costs incurred prior to opening a new shop and are made up primarily of travel, employee payroll and training costs incurred prior to the shop opening, as well as occupancy costs incurred from when we take site possession to shop opening. Shop pre-opening costs are expensed as incurred.
(Gain)/Loss on Franchise Growth Acceleration Initiative Activities
(Gain)/Loss on Franchise Growth Acceleration Initiative Activities includes the gains and losses recognized on the sale of company-operated shops and other expenses incurred to execute a refranchising transaction.
Impairment, Loss on Disposal of Property and Equipment and Shop Closures
Potbelly reviews long-lived assets, such as property and equipment, intangibles and lease right-of-use assets, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable and records an impairment charge when appropriate. The impairment loss recognized is the excess of the carrying value of the asset over its fair value. Typically, the fair value of the asset is determined by estimating discounted future cash flows associated with the asset. The fair value of right-of-use assets is estimated using market comparative information for similar properties. Loss on disposal of property and equipment represents the net book value of property and equipment less proceeds received, if applicable, on assets abandoned or sold. These losses are related to normal disposals in the ordinary course of business, along with disposals related to shop closures and selected shop remodeling activities. Shop closures includes lease termination payments and the derecognition of the associated right-of-use assets and lease liabilities, as well as any other costs directly incurred in the closure of the
shop.Restructuring Costs
Restructuring costs consistsshop and after a shop has closed for business.
Loss/(Gain) on Extinguishment of one-time employeeDebt
Loss/(gain) on extinguishment of debt includes the gains and losses recognized on the termination
benefitsin full of our obligations and
other charges accruedcommitments under
various credit facilities. Refer to the
Company’s approved restructuring plans.Liquidity and Capital Resources section of this filing for additional information.
Interest expense, net primarily consists of interest and fees associated with our credit facility,Term Loan, including the amortization of debt issuance costs and other miscellaneous interest charges. Interest expense, net includes interest income generated through our investments in money market funds.
Income Tax Expense
Income tax expense represents estimated tax charges due to municipalities based on our income earned in those jurisdictions.
Non-controlling Interests
Non-controlling interests
representrepresents non-controlling partners’ share of the assets, liabilities and operations related to seven joint venture investments. Potbelly has ownership interests ranging from 51-80% in these consolidated joint ventures.
Fiscal Year
2020 (522023 (53 Weeks) Compared to Fiscal Year
20192022 (52 Weeks)
The following table presents information comparing the components of net income for the periods indicated (dollars in thousands):
| | Fiscal Year | | | | | | | | | |
| | 2020 | | | % of Revenues | | | 2019 | | | % of Revenues | | | Increase (Decrease) | | | Percent Change | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | |
Sandwich shop sales, net | | $ | 289,337 | | | | 99.3 | % | | $ | 406,688 | | | | 99.3 | % | | $ | (117,351 | ) | | | (28.9 | )% |
Franchise royalties and fees | | | 1,944 | | | | 0.7 | | | | 3,019 | | | | 0.7 | | | | (1,075 | ) | | | (35.6 | ) |
Total revenues | | | 291,281 | | | | 100.0 | | | | 409,707 | | | | 100.0 | | | | (118,426 | ) | | | (28.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
(Percentages stated as a percent of sandwich shop sales, net) | | | | | | | | | | | | | | | | | | | | | | | | |
Sandwich shop operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of goods sold, excluding depreciation | | | 82,154 | | | | 28.4 | | | | 108,326 | | | | 26.6 | | | | (26,172 | ) | | | (24.2 | ) |
Labor and related expenses | | | 105,241 | | | | 36.4 | | | | 128,403 | | | | 31.6 | | | | (23,162 | ) | | | (18.0 | ) |
Occupancy expenses | | | 56,882 | | | | 19.7 | | | | 58,977 | | | | 14.5 | | | | (2,095 | ) | | | (3.6 | ) |
Other operating expenses | | | 49,054 | | | | 17.0 | | | | 50,178 | | | | 12.3 | | | | (1,124 | ) | | | (2.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Percentages stated as a percent of total revenues) | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 35,009 | | | | 12.0 | | | | 44,831 | | | | 10.9 | | | | (9,822 | ) | | | (21.9 | ) |
Depreciation expense | | | 19,830 | | | | 6.8 | | | | 22,103 | | | | 5.4 | | | | (2,273 | ) | | | (10.3 | ) |
Pre-opening costs | | | 229 | | | * | | | | 35 | | | * | | | | 194 | | | >100 | |
Impairment and loss on disposal of property and equipment | | | 12,346 | | | | 4.2 | | | | 6,050 | | | | 1.5 | | | | 6,296 | | | >100 | |
Restructuring costs | | | 1,668 | | | | 0.6 | | | | — | | | * | | | | 1,668 | | | >100 | |
Total expenses | | | 362,413 | | | | 124.4 | | | | 418,903 | | | | 102.2 | | | | (56,490 | ) | | | (13.5 | ) |
Loss from operations | | | (71,132 | ) | | | (24.4 | ) | | | (9,196 | ) | | | (2.2 | ) | | | (61,936 | ) | | >100 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 1,076 | | | | 0.4 | | | | 199 | | | * | | | | 877 | | | >100 | |
Loss before income taxes | | | (72,208 | ) | | | (24.8 | ) | | | (9,395 | ) | | | (2.3 | ) | | | (62,813 | ) | | >100 | |
Income tax expense (benefit) | | | (6,536 | ) | | | (2.2 | ) | | | 14,190 | | | | 3.5 | | | | (20,726 | ) | | >(100) | |
Net loss | | | (65,672 | ) | | | (22.5 | ) | | | (23,585 | ) | | | (5.8 | ) | | | (42,087 | ) | | >100 | |
Net income attributable to non- controlling interests | | | (281 | ) | | | (0.1 | ) | | | 407 | | | * | | | | (688 | ) | | >(100) | |
Net loss attributable to Potbelly Corporation | | $ | (65,391 | ) | | | (22.4 | )% | | $ | (23,992 | ) | | | (5.9 | )% | | $ | (41,399 | ) | | >100 | |
*
| Amount is less than 0.1%
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year |
| 2023 | | % of
Revenues | | 2022 | | % of
Revenues | | 2021 | | % of Revenues |
| Revenues | | | | | | | | | | | | | | |
| Sandwich shop sales, net | $ | 482,246 | | 98.1 | | % | | $ | 447,901 | | 99.1 | % | | $ | 377,283 | | 99.3 | % |
| Franchise royalties, fees and rental income | 9,163 | | 1.9 | | | 4,072 | | 0.9 | | | 2,769 | | 0.7 | |
| Total revenues | 491,409 | | 100.0 | | | 451,973 | | 100.0 | | | 380,052 | | 100.0 | |
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | | |
| (Percentages stated as a percent of sandwich shop sales, net) | | | | | | | | | | | |
| Sandwich shop operating expenses, excluding depreciation | | | | | | | | | | | | | | |
| Food, beverage and packaging costs | 133,726 | | 27.7 | | | 129,151 | | 28.8 | | | 105,035 | | 27.8 | |
| Labor and related expenses | 143,744 | | 29.8 | | | 142,095 | | 31.7 | | | 127,099 | | 33.7 | |
| Occupancy expenses | 51,885 | | 10.8 | | | 54,536 | | 12.2 | | | 53,821 | | 14.3 | |
| Other operating expenses | 84,363 | | 17.5 | | | 74,916 | | 16.7 | | | 63,514 | | 16.8 | |
| | | | | | | | | | | | | | |
| (Percentages stated as a percent of total revenues) | | | | | | | | | | | |
| Franchise support, rent and marketing expenses | 5,741 | | 1.2 | | | 694 | | 0.2 | | | 313 | | NM | |
| General and administrative expenses | 48,496 | | 9.9 | | | 37,741 | | 8.4 | | | 31,724 | | 8.3 | |
| Depreciation expense | 12,138 | | 2.5 | | | 11,890 | | 2.6 | | | 15,909 | | 4.2 | |
| Pre-opening costs | 115 | | NM | | | — | | NM | | | — | | NM | |
| Gain on Franchise Growth Acceleration Initiative activities | (2,142) | | (0.4) | | | — | | NM | | | — | | | NM | |
| Impairment, loss on disposal of property and equipment and shop closures | 3,338 | | 0.7 | | | 4,754 | | 1.1 | | | 5,125 | | 1.3 | |
| Total expenses | 481,403 | | 98.0 | | | 455,777 | | 100.8 | | | 402,540 | | 105.9 | |
| Income (loss) from operations | 10,006 | | 2.0 | | | (3,804) | | (0.8) | | | (22,488) | | (5.9) | |
| | | | | | | | | | | | | | |
| Interest expense, net | 3,281 | | 0.7 | | | 1,349 | | 0.3 | | | 963 | | 0.3 | |
| Loss/(gain) on extinguishment of debt | 239 | | NM | | | (10,191) | | | (2.3) | | | | — | | | NM | |
| Income (loss) before income taxes | 6,486 | | 1.3 | | | 5,038 | | 1.1 | | | (23,451) | | (6.2) | |
| Income tax expense | 909 | | 0.2 | | | 327 | | NM | | | 172 | | NM | |
| Net income (loss) | 5,577 | | 1.1 | | | 4,711 | | 1.0 | | | (23,623) | | (6.2) | |
| Net income attributable to non-controlling interests | 458 | | NM | | | 366 | | NM | | | 161 | | NM | |
| Net income attributable to Potbelly Corporation | $ | 5,119 | | 1.0 | % | | $ | 4,345 | | 1.0 | % | | $ | (23,784) | | (6.3) | % |
| | | | | | | | | | | | | | |
| Fiscal Year | |
| Other Key Performance Indicators | 2023 | | | 2022 | | | 2021 | |
| Comparable Store Sales | 12.0 | % | | | 18.5 | % | | | 30.3 | % | |
| Shop-level profit margin | 14.2 | % | | | 10.5 | % | | | 7.4 | % | |
| Adjusted EBITDA | $ | 28,331 | | | | $ | 15,739 | | | | $ | 522 | | |
Revenues
Revenues decreased
"NM" - Amount is not meaningful
This section of this Form 10-K generally discusses our results of operations and financial condition for the year ended December 31, 2023. For a discussion of similar topics for the years ended December 25, 2022 and December 26, 2021, please refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K, filed on March 2, 2023, which is incorporated herein by $118.4reference.
Sandwich shop sales, net
Sandwich shop sales, net increased by $34.3 million, or 28.9%7.7%, to $291.3$482.2 million for the fiscal year 2020,2023, from $409.7$447.9 million for the fiscal year 2019.2022. This decreaseincrease was primarily driven by the COVID-19 pandemicsustained recovery of our company-operated shops in central business districts and related government restrictions imposed by federal, stateairport locations, improved performance of our catering channel, successful marketing programs, and local governments. Thisincreased prices to offset cost inflation. Fiscal year 2023 included an additional week in the fourth quarter which contributed $6.2 million in shop sales, a lower volume week due the timing of holidays. Company-operated comparable store sales resulted in a decreasean increase of $93.9$51.2 million, or 24.7%,12.0% for fiscal year 2023. The increase in revenue also included sales from company-operated comparable store shops andthat were temporarily closed in 2022. These increases were partially offset by a decrease in sales of $12.9$24.7 million from shops that have permanently closed permanentlyor were refranchised over the last 12 months.
Franchise royalties, fees and $13.2rental income
Revenue from franchise royalties, fees and rental income increased by $5.1 million, from shops that have closed temporarily. These decreases were partially offset by increases in sales from recently opened shops that were not yet in our company-operated comparable store sales population during 2019. The decrease in company-operated comparable store sales resulted from a decrease in traffic partially offsetor 125.0% driven primarily by an increase in average checkfranchise shops due to refranchise transactions, including rental income from new subleases on certain refranchised shops.
Food, beverage and
certain menu price increases.Cost of Goods Sold
Cost of goods sold decreasedpackaging costs
Food, beverage and packaging costs increased by
$26.2$4.6 million, or
24.2%3.5%, to
$82.2$133.7 million for
the fiscal year
2020,2023, compared to
$108.3$129.2 million for
the fiscal year
2019,2022. This increase was primarily driven by
a decreasean increase in shop
revenue.sales volume and inflation, as well as an additional week in the fourth quarter of 2023. As a percentage of sandwich shop sales,
cost of goods sold increasedfood, beverage and packaging costs decreased to
28.4%27.7% for
the fiscal year
2020,2023, from
26.6%28.8% for
the fiscal year
2019,2022, primarily driven by
a shift in product mix due to an increase in off-premise salesincreased menu prices and
inflation in certain products, partially offset by certain menu price increases.lower costs of protein.
Labor and Related Expenses
Labor and related expenses
decreasedincreased by
$23.2$1.6 million, or
18.0%1.2%, to
$105.2$143.7 million for fiscal year 2023, from $142.1 million for the fiscal year
2020, from $128.4 million for the fiscal year 2019,2022, primarily
due to labor management amid a decreasedriven by an increase in shop
revenuesales volumes and
higher shop labor wage rates as a
decreaseresult of labor availability challenges in
expense from closed shops, partially offset by wage inflation.certain restaurants. Fiscal year 2023 also included labor and related expenses for an additional week in the fourth quarter. As a percentage of sandwich shop sales, labor and related expenses
increaseddecreased to
36.4% for the fiscal year 2020, from 31.6%29.8% for fiscal year
2019,2023, from 31.7% for fiscal year 2022, primarily
driven by sales deleverageleverage in certain labor related costs not directly variable with sales.sales as well as a continued focus in realizing operational efficiencies in our workforce.
Occupancy expenses decreased by $2.1$2.7 million, or 3.6%4.9%, to $56.9$51.9 million for the fiscal year 2020,2023, from $59.0$54.5 million for the fiscal year 2019,2022, primarily due to a decreaseour refranchising efforts partially offset by an additional week in expense from shops that have closed.the fourth quarter of fiscal year 2023. As a percentage of sandwich shop sales, occupancy expenses increaseddecreased to 19.7%10.8% for the fiscal year 2020,2023, from 14.5%12.2% for the fiscal year 2019,2022, primarily due to increased sales deleverage and inflationleverage in certain occupancy related costs including lease renewals, real estate taxes and common area maintenance.refranchising activities
. Other operating expenses decreasedincreased by $1.1$9.4 million, or 2.2%12.6%, to $49.1$84.4 million for the fiscal year 2020,2023, from $50.2$74.9 million for the fiscal year 2019. 2022. The decreaseincrease was primarily attributablerelated to a decreasean increase in marketing and advertising spend and certain items variable with sales, partially offset by higher expenses relatedcosts, including fees to third-party delivery partnerships driven by increased salespartners and credit card fees as well as an additional week in that channel.the fourth quarter of fiscal year 2023. Brand Fund expenses included in other operating expenses were $12.3 million and $6.6 million for fiscal years 2023 and 2022, respectively. As a percentage of sandwich shop sales, other operating expenses increased to 17.0%17.5% for fiscal year 2020,2023, from 12.3%16.7% for fiscal year 2019, 2022, primarily driven by sales deleverageincreased Brand Fund expenses as noted above.
Franchise support, rent and marketing expenses
Franchise support, rent and marketing expenses increased by $5.0 million, or 727.2%, to $5.7 million for fiscal year 2023, from $0.7 million for fiscal year 2022. The increase was driven by an increase in
operatingmarketing and advertising expenses related to the Brand Fund and rent expense
items such as utilities and other expenses not directly variable with sales.from shops subleased to franchisees.
General and Administrative Expenses
General and administrative expenses
decreasedincreased by
$9.8$10.8 million, or
21.9%28.5%, to
$35.0$48.5 million for
the fiscal year
2020,2023, from
$44.8$37.7 million for
the fiscal year
2019. The decrease2022. This increase was primarily driven by
a decreasean increase in
nonrecurring professional services fees and a decrease inbonus expense, payroll costs
as a result of furloughs and
reductions of approximately one-third of corporate employees in 2020.stock-based compensation expense. As a percentage of revenues, general and administrative expenses increased to
12.0%9.9% for
the fiscal year
2020,2023, from
10.9%8.4% for
the fiscal year
2019,2022, primarily driven by
a decreasean increase in
shop revenue, partially offset by reductions in nonrecurring professional services feescorporate headcount to support our growth and
payroll costs noted above.development initiatives.
Depreciation expense
decreasedincreased by
$2.3$0.2 million, or
10.3%2.1%, to
$19.8$12.1 million for
the fiscal year
2020,2023, from
$22.1$11.9 million for
the fiscal year
2019, primarily due to a lower depreciable base related to a decrease in the number of company-operated shops and impairment charges taken in prior periods. These decreases were partially offset by existing shop capital investments in technology such as the mobile application, which increase the depreciable based. 2022. As a percentage of revenues, depreciation
increaseddecreased to
6.8%2.5% for
the fiscal year
2020,2023, from
5.4%2.6% for
the fiscal year
2019.Pre-Opening Costs
Pre-opening costs increased by $0.22022.
Gain on Franchise Growth Acceleration Initiative activities
Gain on Franchise Growth Acceleration was a gain of $2.1 million to $0.2 million for theduring fiscal year 2020, from $35 thousand for2023. The gain was driven by the execution of two refranchise transactions in the fourth quarter of fiscal year 2019.2023, partially offset by losses incurred in connection with two refranchising transactions in the first half of fiscal year 2023. No gains or losses were incurred during fiscal year 2022 since no refranchising transactions were entered during that period.
Impairment, Loss on Disposal of Property and Equipment and Shop Closures
Impairment,, loss on disposal of property and equipment increasedand shop closures decreased to $12.3$3.3 million for fiscal year 2020,2023, compared to $6.0$4.8 million for fiscal year 2019, primarily due to impairment charges resulting from the expected impact of COVID-19 on future cash flows. 2022.
After performing
a periodic review of our shops during
each fiscal quarter of 2020, it was determined that indicators of impairment were present for certain shops. We recorded impairment charges of $10.3 million for the excess of the carrying amount recorded on the balance sheet over the shops’ estimated fair value. We perform impairment analyses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable and exceeds the fair value, which involves significant judgement by management including estimates of future cash flows and future revenue growth rates, among other assumptions. Based on our current projections, no impairment beyond what has already been recorded has been identified.The COVID-19 outbreak has had a significant impact on the global economy, including declining sales at our shops and the overall challenging environment for the restaurant industry. Given the high degree of uncertainty as to whether, when or the manner in which the conditions surrounding the pandemic will change, including the timing of any lifting of restrictions on restaurant operating hours, dine-in limitations or other restrictions that largely limited restaurants to take-out and delivery sales, customer engagement with our brand, the short- and long-term impact on consumer discretionary spending and overall global economic conditions, it is possible that material non-cash impairments could be identified in tangible assets in the future. However, the likelihood or the amount of an additional impairment charge cannot be reasonably estimated at this time.
We terminated the leases for 28 company-owned shops during the fiscal year 2020, for which the shops have been or will be permanently closed. These terminations resulted in $2.8 million of lease termination payments which were offset by a net gain of $2.3 million from derecognizing the associated right-of-use assets and lease liabilities, for net lease exit expenses of $0.5 million.
Restructuring Costs
Restructuring costs of $1.7 million were incurred in fiscal year 2020, compared to no restructuring costs for the fiscal year 2019. On November 3, 2020, as part of our COVID-related cost reduction efforts and to better align our general and administrative expenses with future strategy, we made the determination to reorganize and restructure our corporate team. We expect that this restructuring plan will result in annual general and administrative expense savings of $3.5 to $4.0 million. This was accomplished through corporate expense optimization, consolidating our shop support services, and through other expense and staff reductions. As a result, we reduced corporate employment levels by approximately 35 employees in the fourth quarter of 2020. The restructuring charges recognized in the fourth quarter of 2020 consist primarily of one-time termination benefits to employees. We expect that these payments will be made throughout 2021. We substantially completed our planned restructuring actions during 2020, but we will continue to evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of our ongoing strategy. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.
Interest Expense
Interest expense was $1.1 million for the fiscal year 2020 and $0.2 million for the fiscal year 2019, primarily driven by an increase in outstanding borrowings on our Revolving Credit Facility partially offset by interest income on tax refunds received.
Income Tax Expense
Income tax expense changed by $20.7 million to a benefit of $6.5 million for the fiscal year 2020, from an expense of $14.2 million for the fiscal year 2019. The Company recognized an income tax benefit of $6.7 million in 2020 primarily due to a discrete tax benefit recorded for the carryback of NOLs and a refund of prior alternative minimum tax (“AMT”) credits allowed under the CARES Act, which resulted in a tax refund. The Company recognized a non-cash charge to income tax expense of $14.5 million in 2019 to record a full valuation allowance against its net deferred tax assets.
Results of Operations
Fiscal Year 2019 (52 Weeks) Compared to Fiscal Year 2018 (52 Weeks)
The following table presents information comparing the components of net income for the periods indicated (dollars in thousands):
| | Fiscal Year | | | | | | | | | |
| | 2019 | | | % of Revenues | | | 2018 | | | % of Revenues | | | Increase (Decrease) | | | Percent Change | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | |
Sandwich shop sales, net | | $ | 406,688 | | | | 99.3 | % | | $ | 419,426 | | | | 99.2 | % | | $ | (12,738 | ) | | | (3.0 | )% |
Franchise royalties and fees | | | 3,019 | | | | 0.7 | | | | 3,212 | | | | 0.8 | | | | (193 | ) | | | (6.0 | ) |
Total revenues | | | 409,707 | | | | 100.0 | | | | 422,638 | | | | 100.0 | | | | (12,931 | ) | | | (3.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
(Percentages stated as a percent of sandwich shop sales, net) | | | | | | | | | | | | | | | | | | | | | | | | |
Sandwich shop operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of goods sold, excluding depreciation | | | 108,326 | | | | 26.6 | | | | 111,083 | | | | 26.5 | | | | (2,757 | ) | | | (2.5 | ) |
Labor and related expenses | | | 128,403 | | | | 31.6 | | | | 127,962 | | | | 30.5 | | | | 441 | | | | 0.3 | |
Occupancy expenses | | | 58,977 | | | | 14.5 | | | | 59,789 | | | | 14.3 | | | | (812 | ) | | | (1.4 | ) |
Other operating expenses | | | 50,178 | | | | 12.3 | | | | 50,363 | | | | 12.0 | | | | (185 | ) | | | (0.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Percentages stated as a percent of total revenues) | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 44,831 | | | | 10.9 | | | | 44,826 | | | | 10.6 | | | | 5 | | | | — | |
Depreciation expense | | | 22,103 | | | | 5.4 | | | | 23,142 | | | | 5.5 | | | | (1,039 | ) | | | (4.5 | ) |
Pre-opening costs | | | 35 | | | * | | | | 472 | | | 0.1 | | | | (437 | ) | | (92.6 | ) |
Impairment, loss on disposal of property and equipment and shop closures | | | 6,050 | | | | 1.5 | | | | 15,603 | | | | 3.7 | | | | (9,553 | ) | | (61.2 | ) |
Total expenses | | | 418,903 | | | | 102.2 | | | | 433,240 | | | | 102.5 | | | | (14,337 | ) | | | (3.3 | ) |
Loss from operations | | | (9,196 | ) | | | (2.2 | ) | | | (10,602 | ) | | | (2.5 | ) | | | 1,406 | | | (13.3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 199 | | | | * | | | | 142 | | | * | | | | 57 | | | 40.1 | |
Loss before income taxes | | | (9,395 | ) | | | (2.3 | ) | | | (10,744 | ) | | | (2.5 | ) | | | 1,349 | | | (12.6 | ) |
Income tax expense (benefit) | | | 14,190 | | | | 3.5 | | | | (2,195 | ) | | | (0.5 | ) | | | 16,385 | | | >(100) | |
Net loss | | | (23,585 | ) | | | (5.8 | ) | | | (8,549 | ) | | | (2.0 | ) | | | (15,036 | ) | | >100 | |
Net income attributable to non- controlling interests | | | 407 | | | | 0.1 | | | | 329 | | | * | | | | 78 | | | 23.7 | |
Net loss attributable to Potbelly Corporation | | $ | (23,992 | ) | | | (5.9 | )% | | $ | (8,878 | ) | | | (2.1 | )% | | $ | (15,114 | ) | | >100 | |
*
| Amount is less than 0.1%
|
Revenues
Revenues decreased by $12.9 million, or 3.1%, to $409.7 million for the fiscal year 2019, from $422.6 million for the fiscal year 2018. This decrease was driven by a $12.3 million, or 3.0%, decrease in sales from company-operated comparable store shops and a decrease in sales of $6.6 million from shops that have closed. These decreases were partially offset by increases in sales from recently opened shops that were not yet in our company-operated comparable store sales population during 2019. The decrease in company-operated comparable store sales resulted from a decrease in traffic partially offset by an increase in average check and certain menu price increases.
Cost of Goods Sold
Cost of goods sold decreased by $2.8 million, or 2.5%, to $108.3 million for the fiscal year 2019, compared to $111.1 million for the fiscal year 2018, primarily due to a decrease in sales volume. As a percentage of sandwich shop sales, cost of goods sold increased to 26.6% for the fiscal year 2019, from 26.5% for the fiscal year 2018, primarily driven by product inflation partially offset by certain menu price increases.
Labor and Related Expenses
Labor and related expenses increased by $0.4 million, or 0.3%, to $128.4 million for the fiscal year 2019, from $128.0 million for the fiscal year 2018, primarily due to inflationary wage increases in certain states, which were partially offset by a decrease in expense from shops that have closed. As a percentage of sandwich shop sales, labor and related expenses increased to 31.6% for the fiscal year 2019, from 30.5% for fiscal year 2018, primarily driven by inflationary wage increases and sales deleverage.
Occupancy Expenses
Occupancy expenses decreased by $0.8 million, or 1.4%, to $59.0 million for the fiscal year 2019, from $59.8 million for the fiscal year 2018, primarily due to a decrease in expense from shops that have closed. As a percentage of sandwich shop sales, occupancy expenses increased to 14.5% for the fiscal year 2019, from 14.3% for the fiscal year 2018, primarily due to sales deleverage partially offset by certain menu price increases.
Other Operating Expenses
Other operating expenses decreased by $0.2 million, or 0.4%, to $50.2 million for the fiscal year 2019, from $50.4 million for the fiscal year 2018. The decrease was primarily attributable to a decrease in music and certain items variable with sales, partially offset by higher expenses related to third-party delivery partnerships driven by increased sales in that channel. As a percentage of sandwich shop sales, other operating expenses increased to 12.3% for fiscal year 2019, from 12.0% for fiscal year 2018, primarily driven by sales deleverage in operating expense items such as utilities and other expenses not directly variable with sales and an increase in expenses related to third-party delivery partnerships.
General and Administrative Expenses
General and administrative expenses remained flat at $44.8 million for fiscal years 2019 and 2018. As a percentage of revenues, general and administrative expenses increased to 10.9% for the fiscal year 2019, from 10.6% for the fiscal year 2018. These increases were driven primarily by non-recurring professional service fees, partially offset by a decrease in business transformation costs, stock-based compensation expense and performance-based incentive expenses.
Depreciation Expense
Depreciation expense decreased by $1.0 million, or 4.5%, to $22.1 million for the fiscal year 2019, from $23.1 million for the fiscal year 2018, primarily due to a lower depreciable base related to closed shops and lower existing shop capital investments. As a percentage of revenues, depreciation decreased to 5.4% for the fiscal year 2019, from 5.5% for the fiscal year 2018, driven by a lower depreciable base related to impaired and closed shops.
Pre-Opening Costs
Pre-opening costs decreased by $0.4 million, or 92.6%, to $35 thousand for the fiscal year 2019, from $0.5 million for the fiscal year 2018. The decrease was due to fewer shops opened during fiscal year 2019 compared to fiscal year 2018.
Impairment, Loss on Disposal of Property and Equipment and Shop Closures
Impairment, loss on disposal of property and equipment decreased to $6.0 million for fiscal year 2019, compared to $15.6 million for fiscal year 2018. After performing a periodic review of the Company’s shops during each fiscal quarter of 2019,2023, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. The CompanyWe performed an impairment analysesanalysis related to these shops and recorded an impairment charges for the excess of the carrying amount recorded on the balance sheet over the fair value of the assets of $2.9 million in 2019, compared to impairment charges of $13.6 million in 2018. The Company performs impairment analyses on a quarterly basis which involves significant judgment by management including estimates of future cash flows and future growth rates, among other assumptions. Based on the Company’s current projections, no impairment, beyond what has already been recorded, has been identified. However, given the current challenges facing the industry and our business, future evaluations could result in additional impairment charges.
The Company terminated the leases for 11 company-owned shops during the fiscal year 2019, for which the shops have been permanently closed. These terminations resulted in $3.1 million of lease termination payments which were offset by a net gaincharge of $1.2 million from derecognizingfor fiscal year 2023.
During fiscal year 2023, the associated right-of-use assetsCompany incurred $0.5 million in lease termination fees, which were fully offset by gains recognized on the termination of the leases.
Loss/(Gain) on Extinguishment of Debt
Loss/(gain) on extinguishment of debt was a loss of $0.2 million in fiscal year 2023 compared with a gain of $10.2 million in fiscal year 2022. The loss in fiscal year 2023 was a result of the termination of our Former Credit Facility. The gain in fiscal year 2022 was a result of forgiveness of our Paycheck Protection Payment Loan. Both of these transactions are further described in the Liquidity and
lease liabilities, for net lease exit expensesCapital Resource section of
$1.9 million.this filing.
Interest expense, net was $0.2$3.3 million for fiscal year 2023 and $1.3 million for fiscal year 2022, as a result of higher borrowings outstanding and higher interest rates on our Term Loan entered into in February 2023. The increase was partially offset by interest income generated through investments in money market funds of $0.5 millionduring fiscal year 2023.
Income Tax Expense
We recognized income tax expense of $0.9 million for fiscal year 2023 compared to $0.3 million for fiscal year 2022. The increase was driven by an increase in our taxable income and the related taxes in jurisdictions where the income is not able to be fully offset by our net operating loss carryforwards.
Non-Controlling Interests
The portion of income attributable to non-controlling interest increased in fiscal year 2023 compared with fiscal year 2022 primarily due to increased airport travel driving higher traffic in these locations, partially offset by additional costs incurred.
Non-GAAP Financial Measures
Shop-Level Profit Margin
Shop-level profit margin was 14.2% for fiscal year 2023. Shop-level profit margin is not required by, or presented in accordance with GAAP. We believe shop-level profit margin is important in evaluating shop-level productivity, efficiency and performance.
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| December 31,
2023 | | December 25,
2022 | | December 26,
2021 |
| |
| Income (loss) from operations [A] | $ | 10,006 | | | $ | (3,804) | | | $ | (22,488) | |
| Income (loss) from operations margin [A÷B] | 2.0 | % | | (0.8) | % | | (5.9) | % |
| Less: Franchise royalties, fees and rental income | 9,163 | | | 4,072 | | | 2,769 | |
| Franchise support, rent and marketing expenses | 5,741 | | | 694 | | | 313 | |
| General and administrative expenses | 48,496 | | | 37,741 | | | 31,724 | |
| Depreciation expense | 12,138 | | | 11,890 | | | 15,909 | |
| Pre-opening costs | 115 | | | — | | | — | |
| Gain on Franchise Growth Acceleration Initiative activities | (2,142) | | | — | | | — | |
| Impairment, loss on disposal of property and equipment and shop closures | 3,338 | | | 4,754 | | | 5,125 | |
| Shop-level profit [C] | $ | 68,528 | | | $ | 47,203 | | | $ | 27,814 | |
| Total revenues [B] | $ | 491,409 | | | $ | 451,973 | | | $ | 380,052 | |
| Less: Franchise royalties, fees and rental income | 9,163 | | | 4,072 | | | 2,769 | |
| Sandwich shop sales, net [D] | $ | 482,246 | | | $ | 447,901 | | | $ | 377,283 | |
| Shop-level profit margin [C÷D] | 14.2 | % | | 10.5 | % | | 7.4 | % |
Adjusted EBITDA
Adjusted EBITDA was $28.3 million for the fiscal year 20192023. Adjusted EBITDA is not required by, or presented in accordance with GAAP. We believe that adjusted EBITDA is a useful measure of operating performance, as it provides a picture of operating results by eliminating expenses that management does not believe are reflective of underlying business performance.
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| December 31,
2023 | | December 25,
2022 | | December 26,
2021 |
| ($ in thousands) |
| Net income (loss) attributable to Potbelly Corporation | $ | 5,119 | | | $ | 4,345 | | | $ | (23,784) | |
| Depreciation expense | 12,138 | | | 11,890 | | | 15,909 | |
| Interest expense | 3,281 | | | 1,349 | | | 963 | |
| Income tax expense | 909 | | | 327 | | | 172 | |
| EBITDA | $ | 21,447 | | | $ | 17,911 | | | $ | (6,740) | |
Impairment, loss on disposal of property and equipment, and shop closures (a) | 3,338 | | | 4,754 | | | 5,125 | |
| Stock-based compensation | 5,449 | | | 3,265 | | | 2,137 | |
| Loss (gain) on extinguishment of debt | 239 | | | (10,191) | | | — | |
Gain on Franchise Growth Acceleration Initiative activities (b) | (2,142) | | | — | | | — | |
| Adjusted EBITDA | $ | 28,331 | | | $ | 15,739 | | | $ | 522 | |
(a)This adjustment includes costs related to impairment of long-lived assets, loss on disposal of property and $0.1 million for the fiscal year 2018.Income Tax Expense
Income tax expense increased by $16.4 millionequipment and shop closure expenses.
(b)This adjustment includes cost related to $14.2 million for the fiscal year 2019, from a benefit of $2.2 million for the fiscal year 2018. The change was primarily attributableour plan to the valuation allowance on deferred tax assets recorded by the Company during the first quarter of 2019, as a result of the changes in projected taxable income for 2019.During its assessment for the first quarter of 2019, the Company estimated it would be in a three-year cumulative loss position as of December 29, 2019. Therefore, the Company determined based on the available evidence that a full valuation allowance against its net deferred tax assets was required. As a result of this valuation allowance, the Company did not provide for an income tax benefit on the pre-tax loss recorded for the year ended December 29, 2019. This accounting treatment has no effect on the Company’s ability to utilize deferred tax assets to reduce future cash tax payments. The Company continues to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly.
Quarterly Results and Seasonality
The following table sets forthgrow our franchise units domestically through multi-unit shop development area agreements, which may include refranchising certain unaudited financial and operating data in each fiscal quarter during the fiscal year 2020 and 2019. The quarterly information includes all normal recurring adjustments that Potbelly considers necessary for the fair presentation of the information shown. This information should be read in conjunction with the Company’s consolidated financial statements and the related notes to those statements included Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
| | 2020 Fiscal Quarters Ended | |
| | March 29, | | | June 28, | | | September 27, | | | December 27, | |
| | 2020 | | | 2020 | | | 2020 | | | 2020 | |
| | (unaudited; dollars in thousands) | |
Total revenues | | $ | 87,590 | | | $ | 56,162 | | | $ | 72,663 | | | $ | 74,866 | |
Income (loss) from operations | | | (16,985 | ) | | | (21,887 | ) | | | (16,138 | ) | | | (16,122 | ) |
Net loss attributable to Potbelly Corporation | | | (13,336 | ) | | | (22,216 | ) | | | (13,412 | ) | | | (16,427 | ) |
Total company-operated shops (end of period) | | | 427 | | | | 424 | | | | 406 | | | | 400 | |
Change in company-operated comparable store sales | | | (10.1 | )% | | | (41.5 | )% | | | (21.0 | )% | | | (19.7 | )% |
| | 2019 Fiscal Quarters Ended | |
| | March 31, | | | June 30, | | | September 29, | | | December 29, | |
| | 2019 | | | 2019 | | | 2019 | | | 2019 | |
| | (unaudited; dollars in thousands) | |
Total revenues | | $ | 98,087 | | | $ | 105,630 | | | $ | 104,238 | | | $ | 101,752 | |
Income (loss) from operations | | | (4,723 | ) | | | (1,468 | ) | | | (2,143 | ) | | | (862 | ) |
Net loss attributable to Potbelly Corporation | | | (18,439 | ) | | | (1,866 | ) | | | (2,355 | ) | | | (1,332 | ) |
Total company-operated shops (end of period) | | | 431 | | | | 429 | | | | 427 | | | | 428 | |
Change in company-operated comparable store sales | | | (4.7 | )% | | | (4.0 | )% | | | (3.0 | )% | | | (0.1 | )% |
Historically, customer spending patterns for company-operated shops are lowest in the first quarter of the year. Potbelly quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, Company financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year.
shops.
Liquidity and Capital Resources
Potbelly’s ongoing primary sources of liquidity and capital resources are cash provided from operating activities, existing cash and cash equivalents, and
our Term Loan (subsequently replaced by the
Company’s credit facility.Revolving Facility, as further described below). In the short term, Potbelly’s primary requirements for liquidity and capital are
existing shop capital investments, maintenance, lease obligations, working capital
to support shop operations and general corporate
needs, capital projects, maintenance, repurchases of Company common stock, and lease obligations.needs. Potbelly’s requirement for working capital is not significant since
the Company’sour customers pay for their food and beverage purchases in cash or payment cards (credit or debit) at the time of sale. Thus, Potbelly is able to sell certain inventory items before
the Company needswe need to pay
itsour suppliers for such items. Company shops do not require significant inventories or receivables.
The COVID-19 pandemic’s impact on our operations and revenues has significantly affected our ability to generate cash from operations. To preserve financial flexibility,
We ended the
Company borrowed $39.8 million under its Revolving Credit Facility in March 2020. As of December 27, 2020 the Company hadfiscal year 2023 with a cash balance of
$11.1$34.5 million and total liquidity (cash less restricted cash) of $33.8 million compared to a balance of
$18.8$15.6 million
at December 29, 2019. The decrease in the cash balance is primarily due to cash used, partially offset by net borrowings under its Revolving Credit Facility and
proceeds from the Paycheck Protection Program (“PPP”). Totaltotal liquidity (cash
less restricted cash plus amounts available
onunder our Former Credit Facility, which is further described in the
Revolving Credit Facility)section below) of $31.4 million at the end of fiscal year 2022. The total liquidity was
$44.6 million as of December 27, 2020, compared to $50.8$30.9 million as of September
27, 2020, $45.824, 2023, $34.3 million as of June
28, 202025, 2023, $25.6 million and March
29, 2020 and $58.6 million as of December 29, 2019.Due to the dramatic impact of the pandemic on operations and sales, the Company suspended the payment of rent on the majority of our leases throughout 2020. The Company has largely completed discussions with its landlords regarding the restructuring of those leases in light of various contractual and legal defenses. The Company held ongoing conversations with landlords in various markets and were successful in negotiating commercially reasonable lease concessions given the current environment. As of December 27, 2020 we had amended 321 lease agreements for our shops, which include rent abatements, rent deferrals, and/or modified lease terms to reduce ongoing rent, and we have completed early terminations of leases for 28 of our shops.
The Company received $6.7 million of income tax refunds in 2020 due to the provisions of the CARES Act regarding the carryback of NOLs and the refund of prior AMT. Additionally, the Company elected to defer the payments of the employer portion of social security taxes from 2020 in to 2021 and 2022 as allowed by the CARES Act. During fiscal year 2020, $4.4 million of payroll tax expenses were deferred and are accrued within other long-term liabilities.
26, 2023.
On February 9, 2021,
we closed on a Securities Purchase Agreement (the “SPA”) for the
Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited Purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement an aggregatesale of
(i) 3,249,668 shares
(the “Shares”) of
the Company’sour common stock
at a par value
of $0.01 per share
(the “Common Stock”) and
(ii)the issuance of warrants
(the “Warrants”) to purchase
an aggregate of 1,299,861 shares of common stock
for an aggregate purchase price of $15.9 million (the “Offering”). The Warrants will be exercisable at an exercise price of $5.45 per
share at any time on or after August 13, 2021 and will and expire five years from the date of issuance. The Warrants will be exercisable by net exercise. The Offering closed on February 12, 2021. The Company received aggregatewarrant for gross proceeds of
approximately $15.9$16.0 million, before deducting placement agent fees and offering expenses of approximately
$1 million, and excluding the exercise$1.0 million. The warrants were exercisable commencing August 13, 2021 through their expiration date of
any warrants.August 12, 2026.
We believe that the proceeds from the
Offering,SPA, cash from our operations,
and borrowings under our Revolving
Credit Facility
and sales under our equity offering program will be
sufficient to provide liquidity for the next twelve
months.months and for the foreseeable future. Refer to our discussion regarding the Revolving Facility in the paragraphs below.
The following table presents summary cash flow information for the periods indicated (in thousands):
| | Fiscal Year | |
| | 2020 | | | 2019 | | | 2018 | |
| Fiscal Year | | | Fiscal Year |
| Net cash provided by (used in) | | Net cash provided by (used in) | 2023 | | 2022 |
Operating activities | | $ | (11,609 | ) | | $ | 18,168 | | | $ | 30,988 | |
Investing activities | | | (10,920 | ) | | | (14,365 | ) | | | (21,395 | ) |
Financing activities | | | 14,849 | | | | (4,772 | ) | | | (15,348 | ) |
Net increase (decrease) in cash | | $ | (7,680 | ) | | $ | (969 | ) | | $ | (5,755 | ) |
| Net increase in cash | |
Operating Activities
Net cash
used inprovided by operating activities
was $11.6increased to $19.5 million for
the fiscal year
2020, compared to net2023 from cash provided by operating activities of
$18.2$12.5 million for the fiscal year
2019.2022. The
$29.8$7.0 million change
is in operating cash was primarily driven by an increase in losscash received from operations for the reasons discussed above.Net cash provided by operating activities decreased to $18.2 million for the fiscal year 2019, from $31.0 million for the fiscal year 2018. The $12.8 million decrease is primarily driven bynewly executed development agreements and an increase in lossincome from operations.
operations compared to the prior year, partially offset by an additional month of occupancy costs paid to landlords due to the timing of the end of the Company's fiscal year.
Net cash used in investing activities
decreasedincreased to
$10.9$10.8 million for fiscal year 2023 from cash used in investing activities of $8.4 million for the fiscal year
2020, from $14.42022. The increase in cash outflow of $8.6 million
for the fiscal year 2019. The decrease was primarily
due to a reduction ofdriven by additional capital expenditures
which related to
no new shop construction. Due toongoing investment in our company-operated shops and digital platforms. This cash outflow was partially offset by $6.3 million cash collected from the
COVID-19 pandemic, capital expenditures have been limited to essential maintenance and safety.Net cash used in investing activities decreased to $14.4 million for the fiscal year 2019, from $21.4 million for the fiscal year 2018. The decrease was primarily due to a decrease in construction costs for new shopssale of refranchised assets.
as well as a decrease in capital expenditures related to IT projects.Net cash provided by financing activities
was $14.8increased to $10.2 million for
the fiscal year
2020, compared to net2023 from cash used in financing activities of
$4.8$2.8 million for
the fiscal year
2019.2022. The
$19.6$13.0 million
changeincrease in financing cash was primarily driven by net
borrowings under the Credit Facility of $6.3 million and net borrowings under the PPP of $10.0 million.Net cash used in financing activities decreased to $4.8 million for the fiscal year 2019, from $15.3 million for the fiscal year 2018. The decrease was primarily driven by an $18.7 million decrease in repurchases of treasury stock offset by an $8.1 million decrease in proceeds from the exerciseTerm Loan executed in the first quarter of stock options during the fiscal year 2019 compared the fiscal year 2018.
2023 partially offset by repayments under our Former Credit Facility.
On May 8, 2018,
the Companywe announced that
itsour Board of Directors authorized a stock repurchase program for up to $65.0 million of its outstanding common stock. The program permits
the Company,us, 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
and Exchange Act of 1934, as amended) or in privately negotiated transactions. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions,
Securities and Exchange CommissionSEC requirements and other factors. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors.
For the 52 weeks ended December 27, 2020, the CompanyWe did not repurchase any shares of
its commons stock. In light of the COVID-19 pandemic, the Company didour common stock during 2023. We do not have plans to repurchase any common stock under its stock repurchase program at this time.
During fiscal year 2019, the Company repurchased 648 thousand shares of common stock for approximately $4.2 million under the stock repurchase program, including cost and commission, in open market transactions. As of December
27, 2020,31, 2023, the remaining dollar value of authorization under the share repurchase program was $37.9 million, which includes commission.
Repurchased shares are included as treasury stock in the consolidated balance sheets and the consolidated statements of equity.
Equity Offering Program
On November 3, 2021, we entered into an Equity Sales Agreement (the “Sales Agreement”) with William Blair & Company, L.L.C., as agent pursuant to which we may sell shares of our common stock having an aggregate offering price of up to $40.0 million from time to time, in our sole discretion, through an “at the market” equity offering program.
Under the Sales Agreement, we will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, the limitation on the number of shares that may be sold on any trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, William Blair may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Select Market or on any other existing trading market for the Shares, and, with our consent, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. The Sales Agreement may be terminated by the Company upon five days’ written notice to William Blair for any reason. William Blair may terminate the Sales Agreement upon five days’ written notice to the Company for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.
The Sales Agreement provides that William Blair will be entitled to compensation for its services of 3.0% of the aggregate gross proceeds from each sale under the Sales Agreement. The Company has no obligation to sell any Shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and William Blair and other obligations of the parties.
The Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-255845) (the “Registration Statement”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2021.
Revolving Facility
On February 7, 2024, Potbelly Sandwich Works, LLC (the “Borrower”) entered into a credit agreement (the “Credit Agreement”) with Wintrust Bank, N.A. as administrative agent (the “Agent”), the other loan parties party thereto and the lenders party thereto. The Credit Agreement provides for a revolving loan facility with an aggregate commitment of $30,000,000 (the “Revolving Facility”, the commitments thereunder, the “Revolving Commitments”). Concurrently with entry into the Credit Agreement, the Company repaid in full and terminated the obligations and commitments of the lenders under the Term Loan. Proceeds from the Revolving Facility will be used for general corporate and working capital purposes.
The Revolving Commitments expire on February 7, 2027.
Loans under the Credit Agreement will initially bear interest, at the Company’s option, at either one-month term SOFR or the base rate plus, in each case, an applicable rate per annum, based upon the Consolidated Adjusted Leverage Ratio (as defined in the Credit Agreement). The applicable rate may vary between 3.75% and 2.75% with respect to borrowings which are based upon the one-month term SOFR and between 2.25% and 1.25% with respect to borrowings which are based upon the base rate. Initially, the applicable rate with respect to one-month term SOFR borrowings is 3.25% and the applicable rate with respect to base rate borrowings is 1.75% until the Agent receives a compliance certificate for the fiscal quarter ending on March 31, 2024.
The Company may prepay the Revolving Commitments at any time and from time to time in whole or in part without premium or penalty, subject to prior notice in accordance with the Credit Agreement.
Subject to certain customary exceptions, obligations under the Credit Agreement are guaranteed by the Company and all of the Company’s current and future wholly-owned material domestic subsidiaries and are secured by a first-priority security interest in substantially all of the assets of the Company and its subsidiary guarantors.
The Credit Agreement contains customary representations and affirmative and negative covenants. Among other things, these covenants restrict the Company’s and certain of its subsidiaries’ ability to incur certain indebtedness and liens, undergo certain mergers, consolidations and certain other fundamental changes, make certain investments, make certain dispositions and acquisitions, enter into sale and leaseback transactions, enter into certain swap transactions, make certain restricted payments (including certain payment of dividends, repurchases of stock and payments on certain indebtedness), engage in certain transactions with affiliates, enter into certain types of restricted agreements, make certain changes to its organizational documents and indebtedness, and use the proceeds of the Revolving Commitments for certain non-permitted uses. In addition, the Credit Agreement requires that the Company and its subsidiaries maintain compliance with certain minimum fixed charge coverage ratios and maximum consolidated leverage ratios as set forth in the Credit Agreement.
The Credit Agreement also contains customary events of default. If an event of default occurs, the Agent and lenders are entitled to take various actions, including the acceleration of amounts due under the Credit Agreement, termination of commitments thereunder and all other actions permitted to be taken by a secured creditor.
Term Loan
On February 7, 2023 (the “Closing Date”), we entered into a credit and guaranty agreement (the “Term Loan Credit Agreement”) with Sagard Holdings Manager LP as administrative agent (the “Administrative Agent”). The Term Loan Credit Agreement provides for a term loan facility with an aggregate commitment of $25 million (the “Term Loan”). Concurrent with the entry into the Term Loan Credit Agreement, we repaid in full and terminated the obligations and commitments under our Former Credit Facility. The remaining proceeds from the Term Loan will be used to pay related transaction fees and expenses, and for general corporate purposes.
The Term Loan Credit Agreement was scheduled to mature on February 7, 2028.
Loans under the Term Loan Credit Agreement initially bore interest, at the Company’s option, at either at the term SOFR plus 9.25% per annum or base rate plus 8.25% per annum.
We were able to prepay the Term Loan in agreed-upon minimum principal amounts, subject to prepayment fees equal to (a) if the prepayment occurred on or prior to the one (1) year anniversary of the Closing Date, a customary make-whole amount plus 3.00% of the outstanding principal balance of the Term Loan, (b) if the prepayment occurred after such one (1) year anniversary and prior to the two (2) year anniversary of the Closing Date, 3.00% of the outstanding principal balance of the Term Loan, (c) if the prepayment occurred after such second anniversary of the Closing Date and prior to the three (3) year anniversary of the Closing Date 1.00% of the outstanding principal balance of the Term Loan and (d) thereafter, no prepayment fee.
Subject to certain customary exceptions, obligations under the Term Loan Credit Agreement were guaranteed by the Company and all of the Company’s current and future wholly-owned material domestic subsidiaries and were secured by a first-priority security interest in substantially all of the assets of the Company and its subsidiary guarantors.
The Term Loan Credit Agreement contained customary representations and affirmative and negative covenants. Among other things, these covenants restricted the Company’s and certain of its subsidiaries’ ability to incur indebtedness, make certain investments, pay dividends or repurchase stock, and make dispositions and acquisitions. In addition, the Term Loan Credit Agreement required that the Company and its wholly-owned subsidiaries maintain certain maximum total net
leverage ratios as set forth in the Term Loan Credit Agreement, an average liquidity amount that shall not be less than $10 million, maximum capital expenditures per year as set forth in the Term Loan Credit Agreement and a minimum fixed charge coverage ratio as set forth in the Term Loan Credit Agreement.
The Term Loan Credit Agreement also contained customary events of default. If an event of default occurs, the Administrative Agent and lenders were entitled to take various actions, including the acceleration of amounts due under the Term Loan Credit Agreement, termination of commitments thereunder and all other actions permitted to be taken by a secured creditor.
As of December 31, 2023, we had $22.2 million outstanding under the Term Loan.
Upon execution of the Revolving Facility on February 7, 2024, we repaid in full and terminated the obligations and commitments under our Term Loan. As a result of repaying and terminating the Term Loan, we expect to recognize a loss on extinguishment of debt of approximately $2 to $3 million in the first quarter of 2024.
On August 7, 2019, the Companywe entered into a second amended and restated Revolving Credit Facilityrevolving credit facility agreement (the "Credit"Former Credit Agreement") with JPMorgan Chase Bank, N.A. (“JPMorgan”) that expires in July 2022.. The Former Credit Agreement amends and restates that certain amended and restated Revolving Credit Facilityrevolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan. The Former Credit Agreement provides,provided, among other things, for a Revolving Credit Facilityrevolving credit facility in a maximum principal amount $40 million, (the “Revolving Credit Facility”), with possible future increases of up to $20 million under an expansion feature. Borrowings under the credit facility generally bear interest at the Company’sour option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a specified margin ranging from 1.25% to 1.75% or (ii) a prime rate as announced by JP Morgan plus a margin ranging from 0.00% to 0.50%.specified margin. The applicable margin iswas determined based upon the Company’sour consolidated total leverage ratio. On the last day of each calendar quarter, the Company iswe were required to pay a commitment fee of 0.20% per annum in respect of any unused commitments under the credit facility. So long as certain total leverage ratios, EBITDA thresholds and minimum liquidity requirements are met and no default or event of default has occurred or would result, there iswas no limit on the “restricted payments” (primarily distributions and equity repurchases) that the Companywe may make, provided that proceeds of the loans under the Former Credit Agreement may not be used for purposes of making restricted payments.On March 17, 2020,
As disclosed in our Annual Report on Form 10-K for the
Company fully borrowedfiscal year ended December 26, 2021, we subsequently amended the
available capacity of $39.8 million under theFormer Credit Agreement
as a precautionary measure in order to increase its cash positionduring fiscal years 2020 and
preserve financial flexibility in light of current uncertainty in the
global markets resulting from the COVID-19 pandemic. In accordance with the terms of the2021. The Former Credit Agreement the proceeds from these borrowings mayprovides for a revolving credit facility in the future be used for working capital, general corporate or other permitted purposes.
The Credit Agreement was subsequently amended asa maximum principal amount of May 15, 2020$25 million.
On January 28, 2022, we entered into Amendment No. 6 (the
“Credit Agreement Amendment”"Sixth Amendment") to
the Former Credit Agreement. The Sixth Amendment, among other things, (i)
changeextended the maturity date
under the Former Credit Agreement from
JulyJanuary 31,
20222023 to
MarchMay 31,
2022;2023, (ii)
eliminatechanged the
$20.0 million expansion feature;benchmark interest rates under the Former Credit Agreement for borrowings from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) subject to certain adjustments in the Sixth Amendment, (iii)
amendincreased the interest rate
to the Company’s option at either (a) a eurocurrency rate determinedmargin by
reference to the applicable LIBOR rate with a 1.00% floor plus a margin of 5.00% or (b) a prime rate as announced by JP Morgan plus 4.00%; (iv) amend the commitment fee to 1.00% per annum in respect of any unused commitments under the credit facility; (v) implement additional restrictions on restricted payments, acquisitions and other indebtedness; and (vi) implement additional financial covenants. Per the terms of the Credit Agreement Amendment, the Company repaid $15.0 million of its outstanding borrowing at the signing of the Credit Agreement Amendment, and may re-borrow this $15.0 million when its cash balance held by JP Morgan declines below $28.0 million. Lastly, the Company was required to pay a fee of 1% of the outstanding loan balance after the signing of the Credit Agreement Amendment.On July 17, 2020, the Company entered into Amendment No. 2 (the “Second Amendment”) to the Credit Agreement to, among other things: (i) revise its financial covenants; (ii) decrease the aggregate amount of loan commitment available under the Credit Agreement from $40.0 million to $30.0 million after March 31, 2021 and (iii) decrease the interest rate to the Company’s option at either (a) a eurocurrency rate determined by reference to the applicable LIBOR rate with a 1.00% floor plus a margin of 4.75% or (b) a prime rate as announced by JP Morgan plus 2.25%. Per the terms of the Second Amendment, the Company repaid $14.5 million of its outstanding borrowing at the signing of the Second Amendment, and may reborrow the entire amount available under the credit facility when its cash balance held by JP Morgan declines below $10.0 million in total.
The Second Amendment includes financial covenants that require the Company to (i) maintain periodic minimum liquidity levels through February 28, 2022 ranging from $15.0 million to $30.0 million and (ii) maintain monthly minimum adjusted EBITDA thresholds for specified computation periods through February 28, 2022 ranging from ($18.0) million to $8.3 million.
On August 19, 2020, the Company entered into Amendment No. 3 to the Credit Agreement to permit the Company to (i) incur indebtedness in the form of a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10.0 million pursuant to the PPP under the CARES Act and (ii) revise financial covenants for the impact of the PPP proceeds. As of December 27, 2020, the Company had $6.3 million outstanding under the Credit Agreement. There were no borrowings outstanding as of December 29, 2019.
On November 4, 2020, the Company entered into Amendment No. 4, to the Credit Agreement. The Amendment (i) reduced the periodic minimum liquidity level requirement for the Company through February 28, 2022 from a range of $25.0 million to $37.5 million to a range of $23.0 million to $37.5 million and (ii) adjusted the benchmark replacement rate.
On February 26, 2021, the Company entered into Amendment No. 5 to the Credit Agreement. The Amendment (i) extends the maturity date from March 31, 2022 to January 31, 2023, (ii) decreases the revolving credit commitment from $40 million to $25 million, (iii) increases the interest rate by 5075 basis points with respect to any CBFR Loan (as defined in the Former Credit Agreement), (iv) increasessets the interest rate by 25margin at 600 basis points with respect to any EurodollarTerm Benchmark Loan (as defined in the Former Credit Agreement), (v) amendsamended certain financial covenant testing levels, and (vi) amended the definition of EBITDAsubsidiary to exclude non-cash charges/gains in connection with certain equity interests of the Company, (vi) includes certain borrowing conditions relatingPotbelly Employee Relief Fund NFP, an Illinois not-for-profit corporation.
On May 31, 2022, we entered into Amendment No. 7 (the "Seventh Amendment") to the Company’s Consolidated Cash Balance, (vii) permitsFormer Credit Agreement. The Seventh Amendment, among other things (i) extended the Companymaturity date under the Credit Agreement from May 31, 2023 to repurchase/redeem its equity interestsAugust 31, 2023 and (ii) amended certain financial covenant testing levels.
On September 23, 2022, we entered into Amendment No. 8 (the "Eighth Amendment") to the Former Credit Agreement. The Eighth Amendment, among other things (i) extended the maturity date under the Former Credit Agreement from August 31, 2023 to December 31, 2023 and (ii) amended certain conditionsfinancial covenant testing levels.
As of December 31, 2023, we had no amounts outstanding under the Former Credit Agreement due to the payment in full and (viii) revisestermination of our obligations and commitments under the minimum monthly EBITDA and Liquidity thresholdsCredit Agreement on February 7, 2023. As of December 25, 2022, we had $8.6 million outstanding under the Company must maintain. The Company is currently in compliance with all debt covenants.Former Credit Agreement.
Paycheck Protection Program Loan
On August 10, 2020,
Potbelly Sandwich Works, LLC (“PSW”),PSW, an indirect subsidiary of
the Company,ours, entered into a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10.0 million (the “Loan”), pursuant to the PPP under the CARES Act. The Loan was necessary to support
theour ongoing operations
of the Company due to the economic uncertainty resulting from the COVID-19 pandemic and lack of access to alternative sources of liquidity.
The Loan iswas scheduled to mature five5 years from the date on which PSW applies for loan forgiveness under the CARES Act, bears interest at a rate of 1% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration ("SBA") under the CARES Act. The PPP provides that the use of the Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company hasWe used all of the PPP proceeds toward qualifying expenses and intends to pursuepursued forgiveness of the full Loan amount, but it is not able to determineamount.
On July 12, 2022, we received notification from Harvest Small Business Finance, LLC that the
likelihood orSBA approved our loan forgiveness application for the
amount of forgiveness that will be obtained.The Company has recorded the amount ofentire outstanding principal and accrued interest under the Loan equaling $10.2 million, which we recognized as long-term debt in its consolidated balance sheet asa gain on extinguishment of December 27, 2020 and related interest has been recorded to interest expense on its consolidated statement of operations for the year ended December 27, 2020.
Off-Balance Sheet Arrangements
As of December 27, 2020, the Company does 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.
Contractual Obligations
The following table presents contractual obligations and commercial commitments as of December 27, 2020 (in thousands):
debt. | | Payments Due By Period | |
| | Total | | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | |
Operating leases (a) | | $ | 304,780 | | | $ | 51,116 | | | $ | 77,662 | | | $ | 65,625 | | | $ | 110,377 | |
Accounts payable | | $ | 6,206 | | | $ | 6,206 | | | $ | — | | | $ | — | | | $ | — | |
Revolving Credit Facility | | $ | 6,286 | | | $ | — | | | $ | 6,286 | | | $ | — | | | $ | — | |
Payment Protection Program loan | | $ | 10,000 | | | $ | 333 | | | $ | 6,000 | | | $ | 3,667 | | | $ | — | |
Total | | $ | 327,272 | | | $ | 57,655 | | | $ | 89,948 | | | $ | 69,292 | | | $ | 110,377 | |
(a)
| Includes base lease terms and certain optional renewal periods that are included in the lease term. Certain of these options are subject to escalation based on various market-based factors.
|
Impact of Inflation
Potbelly’s profitability is dependent, among other things, on the Company’s ability to anticipate and react to changes in the costs of key operating resources, including food and beverages, labor, energy and other services. Substantial increases in costs and expenses could impact the Company’s operating results to the extent such increases cannot be passed along to the customers. Apart from the commodity effects discussed above, in general, Potbelly has been able to substantially offset shop and operating cost increases resulting from inflation by altering the menu items, increasing menu prices, making productivity improvements or other adjustments. However, certain areas of costs, notably labor and utilities, can be significantly volatile or subject to significant changes due to changes in laws or regulations, such as the minimum wage laws. There can be no assurance that Potbelly will generate increases in comparable store sales in amounts sufficient to offset inflationary or other cost pressures.
Critical Accounting
Policies and Estimates
Potbelly’s
Our discussion and analysis of the financial condition and results of operations are based on
Potbelly’sour consolidated financial statements, which have been prepared in accordance with
U.S. GAAP.GAAP. 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. Actual results could differ from those estimates. Critical accounting
policiesestimates are those that management believes are both most important to the portrayal of
Potbelly’sour 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. The Company bases itsWe 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. Potbelly’sOur significant accounting policies can be found in Note 2 to the consolidated financial statements in Item 8. Potbelly considersWe consider the following policiesestimates to be the most critical in understanding the judgments that are involved in preparing the Company’sour consolidated financial statements.
Impairment of Long-Lived Assets
The Company assesses
We assess potential impairments to
itsour long-lived assets, which includes property and equipment and right-of-use assets for operating leases, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped at the individual shop-level for purposes of the impairment assessment because a shop represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its forecasted shop cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its forecasted shop cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value of the shop assets is determined using the income approach. Key inputs to this approach include forecasted shop cash flows, discount rate, and estimated market rent, which are all classified as Level 3 inputs. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The CompanyWe used a weighted average cost of capital to discount the future cash flows. A 100 basis point change in any of these key inputs would not have a material impact on the calculation of an impairment charge.
After performing periodic reviews of Company shops during each quarter of 2020, 2019 and 2018, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance and impact from the COVID-19 outbreak, which has had a significant impact on the global economy, including declining sales at our shops and the overall challenging environment for the restaurant industry. The Company performed an impairment analysis for these shops and recorded impairment charges of $10.3 million, $2.6 million and $13.4 million for the fiscal years 2020, 2019 and 2018, respectively, which is included in impairment, loss on disposal of property and equipment and shop closures in the consolidated statements of operations. Based on the Company’s analysis, no impairment, beyond what has already been recorded, has been identified.
Given the high degree of uncertainty as to whether, when or the manner in which the conditions surrounding the COVID-19 pandemic will change, including the timing of any lifting of restrictions on restaurant operating hours, dine-in limitations or other restrictions that largely limited restaurants to take-out and delivery sales, customer engagement with our brand, the short- and long-term impact on consumer discretionary spending and overall global economic conditions, it is possible that material non-cash impairments could be identified in long-lived tangible assets in the future. However, the likelihood or the amount of an additional impairment charge cannot be reasonably estimated at this time.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are attributable to differences between amounts recorded in our financial statements and our income tax returns. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
During its assessment for the first quarter of 2019, the Company determined based on the available evidence that a full valuation allowance against its net deferred tax assets was required. As a result of this valuation allowance, the Company did not provide for an income tax benefit on the pre-tax loss recorded for the years ended December 27, 2020 or December 29, 2019. This accounting treatment has no effect on the Company’s ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly.
ITEM 7A.
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Potbelly is subject to interest rate risk in connection with borrowings under the
credit facility,Term Loan, which bears interest at variable rates.
On March 17, 2020, the Company fully borrowed the available Revolving Credit Facility of $39.8 million as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. As of December
27, 2020 $6.331, 2023, $22.2 million remained outstanding under the
credit facility,Term Loan, see Note 9 for more details. A 100 basis point change in the interest rate would not have a material impact on
the Company’sour financial condition or results of operations. We currently do not use interest rate derivative instruments to manage our exposure to interest rate fluctuations.
Potbelly is also exposed to commodity price risks. Many of the food products
the Company purchaseswe purchase are subject to changes in the price and availability of food commodities, including among other things beef, poultry, grains, dairy and produce. Prices may be affected due to market changes, increased competition, the general risk of
commodity inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons.
Potbelly worksWe work with
itsour suppliers and
usesuse a mix of forward pricing protocols for certain items under which
the Company agreeswe agree with suppliers on fixed prices for deliveries at some time in the future, fixed pricing protocols under which
the Company agreeswe agree on a fixed price with the supplier for the duration of that protocol and formula pricing protocols under which the prices
Potbelly payswe pay are based on a specified formula related to the prices of the goods, such as spot prices.
Potbelly’sOur use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically twelve months or less).
The Company doesWe do not enter into futures contracts or other derivative instruments. Increased prices or shortages could generally affect the cost and quality of the items
Potbelly buyswe buy or may require us to further raise prices or limit
the Company’sour menu options. These events, combined with other general economic and demographic conditions, could impact
Potbelly’sour pricing and negatively affect
the Company’sour sales and profit margins.
The CompanyWe also could experience shortages of key ingredients if our suppliers
need to close or restrict operations due to the impact of the COVID-19 outbreak onface disruptions in their
business.
supply chain.
ITEM 8.
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Potbelly Corporation
and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Potbelly Corporation and subsidiaries (the
"Company"“Company”) as of December
27, 202031, 2023, and December
29, 2019,25, 2022, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December
27, 2020,31, 2023, and the related notes (collectively referred to as the
"financial statements"“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
27, 202031, 2023, and December
29, 2019,25, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December
27, 2020,31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Change
We have also audited, in accordance with the standards of the Public Company Accounting PrincipleAs discussedOversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Note 2 to
Internal Control—Integrated Framework (2013) issued by the consolidatedCommittee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2024, expressed an unqualified opinion on the Company’s internal control over financial statements, the Company changed its method of accounting for leases in the year ended December 29, 2019 due to the adoption of ASU No. 2016-02 Leases (Topic 842) using the modified retrospective approach. reporting.
These financial statements are the responsibility of the
Company'sCompany’s management. Our responsibility is to express an opinion on the
Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Long-Lived Assets – —Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
As of December
27, 2020,31, 2023, the Company had long-lived assets, which includes property and equipment and right-of-use assets for operating leases, of
$250.3$189.5 million.
As discussed in Note 2 to the financial statements, theThe Company
recognized $10.3 millionrecorded impairment, loss on disposal of
impairment expense for the year ended December 27, 2020.property and equipment and shop closures charges of $3.3 million. Long-lived assets are grouped at the individual shop-level (long-lived shop assets or asset group) for the purpose of the impairment assessment. The Company assesses potential impairments whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its forecasted shop cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated forecasted shop cash flows, an impairment charge is
recognized as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value of the asset group is determined using the income approach.
We identified the evaluation of long-lived shop asset impairment as a critical audit matter because the determination of the forecasted individual shop cash flows, including revenue,
growth rates,cost of goods sold, and labor expenses, requires a high degree of auditor judgment and increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our primary audit procedures related to the forecasted individual shop cash flows
including revenue growth rates, included the following, among others:
| •
| We evaluated management’s ability to accurately forecast shop cash flows by comparing actual shop cash flows to management’s historical forecasts.
|
| •We tested the effectiveness of controls over the long-lived shop asset impairment assessment, including those over the forecasted cash flows. | We assessed the reasonableness of management’s forecasted shop cash flows, including revenue growth rates, by comparing the forecasts to (1) growth rates experienced in recent historical periods (2) internal communications to management and the Board of Directors, (3) external communications made by management to analysts and investors, and (4) industry data.
|
| •
| We considered the impact of changes to an individual shop’s operating environment and market conditions on management’s forecasts.
|
•We assessed the reasonableness of management’s forecasted shop cash flows, including revenue, cost of goods sold and labor expenses, by comparing the forecasts to (1) actual results from recent historical periods, (2) internal communications to management and the Board of Directors, (3) external communications made by management to analysts and investors, and (4) industry data.
•We evaluated the impact of changes to an individual shop’s operating environment and market conditions on management’s forecasts.
/s/ Deloitte & Touche LLP
We have served as the
Company'sCompany’s auditor since 2005.
Potbelly Corporation and Subsidiaries
Consolidated Balance Sheets
(amounts in thousands, except par value data)
| | December 27, | | | December 29, | |
| | 2020 | | | 2019 | |
| December 31,
2023 | | | December 31,
2023 | | December 25,
2022 |
Assets | | | | | | | | |
Current assets | | | | | | | | |
| Current assets | |
| Current assets | |
Cash and cash equivalents | | $ | 11,126 | | | $ | 18,806 | |
Accounts receivable, net of allowances of $47 and $202 as of December 27, 2020 and December 29, 2019, respectively | | | 4,354 | | | | 4,257 | |
| Cash and cash equivalents | |
| Cash and cash equivalents | |
| Accounts receivable, net of allowances of $26 and $16 as of December 31, 2023 and December 25, 2022, respectively | |
Inventories | | | 2,989 | | | | 3,473 | |
Prepaid expenses and other current assets | | | 4,839 | | | | 5,687 | |
Total current assets | | | 23,308 | | | | 32,223 | |
| | | | | | | | |
Property and equipment, net | | | 61,193 | | | | 79,032 | |
| Property and equipment, net | |
| Property and equipment, net | |
Right-of-use assets for operating leases | | | 189,141 | | | | 211,988 | |
Indefinite-lived intangible assets | | | 3,404 | | | | 3,404 | |
Goodwill | | | 2,222 | | | | 2,222 | |
| Restricted cash | |
Deferred expenses, net and other assets | | | 4,089 | | | | 4,010 | |
Total assets | | $ | 283,357 | | | $ | 332,879 | |
| | | | | | | | |
Liabilities and Equity | | | | | | | | |
| Liabilities and equity | |
| Liabilities and equity | |
| Liabilities and equity | |
| Current liabilities | |
| Current liabilities | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 6,206 | | | $ | 3,886 | |
| Accounts payable | |
| Accounts payable | |
Accrued expenses | | | 23,742 | | | | 20,569 | |
| Short-term operating lease liabilities | |
Current portion of long-term debt | | | 333 | | | | — | |
Short-term operating lease liabilities | | | 35,325 | | | | 29,319 | |
Total current liabilities | | | 65,606 | | | | 53,774 | |
| | | | | | | | |
Long-term debt, net of current portion | | | 15,953 | | | | — | |
| Long-term debt | |
| Long-term debt | |
| Long-term debt | |
Long-term operating lease liabilities | | | 189,146 | | | | 206,726 | |
Other long-term liabilities | | | 7,157 | | | | 3,210 | |
Total liabilities | | | 277,862 | | | | 263,710 | |
| | | | | | | | |
Commitments and contingencies (Note 15) | | | | | | | | |
| Commitments and contingencies (Note 14) | |
| Commitments and contingencies (Note 14) | |
| Commitments and contingencies (Note 14) | | | | |
| | | | | | | | |
Equity | | | | | | | | |
Common stock, $0.01 par value—authorized 200,000 shares; outstanding 24,323 and 23,638 shares as of December 27, 2020 and December 29, 2019, respectively | | | 339 | | | | 331 | |
| Equity | |
| Equity | |
| Common stock, $0.01 par value—authorized 200,000 shares; outstanding 29,364 and 28,819 shares as of December 31, 2023 and December 25, 2022, respectively | |
| Common stock, $0.01 par value—authorized 200,000 shares; outstanding 29,364 and 28,819 shares as of December 31, 2023 and December 25, 2022, respectively | |
| Common stock, $0.01 par value—authorized 200,000 shares; outstanding 29,364 and 28,819 shares as of December 31, 2023 and December 25, 2022, respectively | |
| Warrants | |
Additional paid-in-capital | | | 438,174 | | | | 435,278 | |
Treasury stock, held at cost, 9,612 and 9,465 shares as of December 27, 2020, and December 29, 2019, respectively | | | (113,266 | ) | | | (112,680 | ) |
| Treasury stock, held at cost, 10,077 and 9,924 shares as of December 31, 2023, and December 25, 2022, respectively | |
Accumulated deficit | | | (319,477 | ) | | | (254,081 | ) |
Total stockholders’ equity | | | 5,770 | | | | 68,848 | |
Non-controlling interest | | | (275 | ) | | | 321 | |
Total equity | | | 5,495 | | | | 69,169 | |
| | | | | | | | |
Total liabilities and equity | | $ | 283,357 | | | $ | 332,879 | |
| Total liabilities and equity | |
| Total liabilities and equity | |
See accompanying notes to the consolidated financial statements.
Potbelly Corporation and Subsidiaries
Consolidated Statements of Operations
(amounts and shares in thousands, except per share data)
| | Fiscal Year | |
| | 2020 | | | 2019 | | | 2018 | |
| Fiscal Year | | | Fiscal Year |
| 2023 | | | 2023 | | 2022 | | 2021 |
Revenues | | | | | | | | | | | | |
Sandwich shop sales, net | | $ | 289,337 | | | $ | 406,688 | | | $ | 419,426 | |
Franchise royalties and fees | | | 1,944 | | | | 3,019 | | | | 3,212 | |
| Sandwich shop sales, net | |
| Sandwich shop sales, net | |
| Franchise royalties, fees and rental income | |
Total revenues | | | 291,281 | | | | 409,707 | | | | 422,638 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Sandwich shop operating expenses | | | | | | | | | | | | |
Cost of goods sold, excluding depreciation | | | 82,154 | | | | 108,326 | | | | 111,083 | |
| Expenses | |
| Expenses | |
| Sandwich shop operating expenses, excluding depreciation | |
| Sandwich shop operating expenses, excluding depreciation | |
| Sandwich shop operating expenses, excluding depreciation | |
| Food, beverage and packaging costs | |
| Food, beverage and packaging costs | |
| Food, beverage and packaging costs | |
Labor and related expenses | | | 105,241 | | | | 128,403 | | | | 127,962 | |
Occupancy expenses | | | 56,882 | | | | 58,977 | | | | 59,789 | |
Other operating expenses | | | 49,054 | | | | 50,178 | | | | 50,363 | |
| Franchise support, rent and marketing expenses | |
General and administrative expenses | | | 35,009 | | | | 44,831 | | | | 44,826 | |
Depreciation expense | | | 19,830 | | | | 22,103 | | | | 23,142 | |
Pre-opening costs | | | 229 | | | | 35 | | | | 472 | |
| Gain on Franchise Growth Acceleration Initiative activities | |
Impairment, loss on disposal of property and equipment and shop closures | | | 12,346 | | | | 6,050 | | | | 15,603 | |
Restructuring costs | | | 1,668 | | | | — | | | | — | |
Total expenses | | | 362,413 | | | | 418,903 | | | | 433,240 | |
Loss from operations | | | (71,132 | ) | | | (9,196 | ) | | | (10,602 | ) |
| Income (loss) from operations | |
| | | | | | | | | | | | |
Interest expense | | | 1,076 | | | | 199 | | | | 142 | |
Loss before income taxes | | | (72,208 | ) | | | (9,395 | ) | | | (10,744 | ) |
Income tax expense (benefit) | | | (6,536 | ) | | | 14,190 | | | | (2,195 | ) |
Net loss | | | (65,672 | ) | | | (23,585 | ) | | | (8,549 | ) |
| Interest expense, net | |
| Interest expense, net | |
| Interest expense, net | |
| Loss/(gain) on extinguishment of debt | |
| Income (loss) before income taxes | |
| Income tax expense | |
| Net income (loss) | |
Net income attributable to non-controlling interest | | | (281 | ) | | | 407 | | | | 329 | |
Net loss attributable to Potbelly Corporation | | $ | (65,391 | ) | | $ | (23,992 | ) | | $ | (8,878 | ) |
| Net income (loss) attributable to Potbelly Corporation | |
| | | | | | | | | | | | |
Net loss per common share attributable to common stockholders: | | | | | | | | | | | | |
| Net income (loss) per common share attributable to common stockholders: | |
| Net income (loss) per common share attributable to common stockholders: | |
| Net income (loss) per common share attributable to common stockholders: | |
| Basic | |
| Basic | |
Basic | | $ | (2.74 | ) | | $ | (1.01 | ) | | $ | (0.35 | ) |
Diluted | | $ | (2.74 | ) | | $ | (1.01 | ) | | $ | (0.35 | ) |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 23,899 | | | | 23,850 | | | | 25,173 | |
| Basic | |
| Basic | | 29,201 | | 28,625 | | 27,640 |
Diluted | | | 23,899 | | | | 23,850 | | | | 25,173 | | Diluted | 30,088 | | 29,065 | | 27,640 |
See accompanying notes to the consolidated financial statements.
Potbelly Corporation and Subsidiaries
Consolidated Statements of Equity
(amounts and shares in thousands)
| | Common Stock | | | Treasury | | | Additional Paid-In- | | | Accumulated | | | Non- Controlling | | | | | |
| | Shares | | | Amount | | | Stock | | | Capital | | | Deficit | | | Interest | | | Total Equity | |
Balance at December 31, 2017 | | | 25,000 | | | $ | 318 | | | $ | (85,262 | ) | | $ | 421,657 | | | $ | (219,990 | ) | | $ | 515 | | | $ | 117,238 | |
Net income (loss) | | | — | | | | — | | | | — | | | | — | | | | (8,878 | ) | | | 329 | | | | (8,549 | ) |
Cumulative impact of Topic 606, net of tax of $250 | | | — | | | | — | | | | — | | | | — | | | | (690 | ) | | | — | | | | (690 | ) |
Shares issued under equity compensation plan | | | 1,112 | | | | 12 | | | | — | | | | 8,232 | | | | — | | | | — | | | | 8,244 | |
Exercise of stock warrants | | | (16 | ) | | | — | | | | (194 | ) | | | — | | | | — | | | | — | | | | (194 | ) |
Repurchases of common stock | | | (1,953 | ) | | | — | | | | (22,916 | ) | | | — | | | | — | | | | — | | | | (22,916 | ) |
Distributions to non-controlling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | (580 | ) | | | (580 | ) |
Contributions from non-controlling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | 98 | | | | 98 | |
Stock-based compensation expense | | | — | | | | — | | | | — | | | | 2,882 | | | | — | | | | — | | | | 2,882 | |
Balance at December 30, 2018 | | | 24,143 | | | $ | 330 | | | $ | (108,372 | ) | | $ | 432,771 | | | $ | (229,558 | ) | | $ | 362 | | | $ | 95,533 | |
Net income (loss) | | | — | | | | — | | | | — | | | | — | | | | (23,992 | ) | | | 407 | | | | (23,585 | ) |
Cumulative impact of Topic 842, net of tax of $196 | | | — | | | | — | | | | — | | | | — | | | | (531 | ) | | | — | | | | (531 | ) |
Shares issued under equity compensation plan | | | 159 | | | | 1 | | | | — | | | | 172 | | | | — | | | | — | | | | 173 | |
Treasury shares used for stock-based plans | | | (16 | ) | | | — | | | | (91 | ) | | | — | | | | — | | | | — | | | | (91 | ) |
Repurchases of common stock | | | (648 | ) | | | — | | | | (4,217 | ) | | | — | | | | — | | | | — | | | | (4,217 | ) |
Distributions to non-controlling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | (523 | ) | | | (523 | ) |
Contributions from non-controlling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | 75 | | | | 75 | |
Stock-based compensation expense | | | — | | | | — | | | | — | | | | 2,335 | | | | — | | | | — | | | | 2,335 | |
Balance at December 29, 2019 | | | 23,638 | | | $ | 331 | | | $ | (112,680 | ) | | $ | 435,278 | | | $ | (254,081 | ) | | $ | 321 | | | $ | 69,169 | |
Cumulative impact of Topic 326, net of tax of $2 | | | — | | | | — | | | | — | | | | — | | | | (5 | ) | | | — | | | | (5 | ) |
Net income (loss) | | | — | | | | — | | | | — | | | | — | | | | (65,391 | ) | | | (281 | ) | | | (65,672 | ) |
Shares issued under equity compensation plan | | | 702 | | | | 7 | | | | — | | | | (7 | ) | | | — | | | | — | | | | — | |
Shares issued for proxy-related expenses | | | 130 | | | | 1 | | | | — | | | | 388 | | | | — | | | | — | | | | 389 | |
Treasury shares used for stock-based plans | | | (147 | ) | | | — | | | | (586 | ) | | | — | | | | — | | | | — | | | | (586 | ) |
Repurchases of common stock | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Distributions to non-controlling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | (458 | ) | | | (458 | ) |
Contributions from non-controlling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | 143 | | | | 143 | |
Stock-based compensation expense | | | — | | | | — | | | | — | | | | 2,515 | | | | — | | | | — | | | | 2,515 | |
Balance at December 27, 2020 | | | 24,323 | | | $ | 339 | | | $ | (113,266 | ) | | $ | 438,174 | | | $ | (319,477 | ) | | $ | (275 | ) | | $ | 5,495 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Treasury
Stock | | Warrants | | Additional Paid-In- Capital | | Accumulated Deficit | | Non- Controlling Interest | | Total Equity |
| Shares | | Amount | | | | | | |
| Balance at December 27, 2020 | 24,323 | | | $ | 339 | | | $ | (113,266) | | | $ | — | | | $ | 438,174 | | | $ | (319,477) | | | $ | (275) | | | $ | 5,495 | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | (23,784) | | | 161 | | | (23,623) | |
| Shares issued under equity compensation plans | 807 | | | 9 | | | (1,311) | | | — | | | (9) | | | — | | | — | | | (1,311) | |
| Proceeds from exercise of stock options | — | | | — | | | — | | | — | | | 219 | | | — | | | — | | | 219 | |
| Issuances of common shares and warrants, net of fees | 3,250 | | | 32 | | | — | | | 2,566 | | | 12,241 | | | — | | | — | | | 14,839 | |
| Distributions to non-controlling interest | — | | | — | | | — | | | — | | | — | | | — | | | (189) | | | (189) | |
| Contributions from non-controlling interest | — | | | — | | | — | | | — | | | — | | | — | | | 208 | | | 208 | |
| Offering costs for "at the market" equity sales agreement | — | | | — | | | — | | | — | | | (192) | | | — | | | — | | | (192) | |
| Stock-based compensation expense | — | | | — | | | — | | | — | | | 2,137 | | | — | | | — | | | 2,137 | |
| Balance at December 26, 2021 | 28,380 | | | $ | 380 | | | $ | (114,577) | | | $ | 2,566 | | | $ | 452,570 | | | $ | (343,261) | | | $ | (95) | | | $ | (2,417) | |
| Net income | — | | | — | | | — | | | — | | | — | | | 4,345 | | | 366 | | | 4,711 | |
| Shares issued under equity compensation plans | 439 | | | 4 | | | (811) | | | — | | | (4) | | | — | | | — | | | (811) | |
| Distributions to non-controlling interest | — | | | — | | | — | | | — | | | — | | | — | | | (475) | | | (475) | |
| Stock-based compensation expense | — | | | — | | | — | | | — | | | 3,265 | | | — | | | — | | | 3,265 | |
| Balance at December 25, 2022 | 28,819 | | | $ | 384 | | | $ | (115,388) | | | $ | 2,566 | | | $ | 455,831 | | | $ | (338,916) | | | $ | (204) | | | $ | 4,273 | |
| Net income | — | | | — | | | — | | | — | | | — | | | 5,119 | | | 458 | | | 5,577 | |
| Shares issued under equity compensation plans | 368 | | | 4 | | | (1,313) | | | — | | | (4) | | | — | | | — | | | (1,313) | |
| Proceeds from exercise of warrants | 177 | | | 1 | | | — | | | (347) | | | 1,307 | | | — | | | — | | | 961 | |
| Distributions to non-controlling interest | — | | | — | | | — | | | — | | | — | | | — | | | (854) | | | (854) | |
| Stock-based compensation expense | — | | | — | | | — | | | — | | | 5,449 | | | — | | | — | | | 5,449 | |
| Balance at December 31, 2023 | 29,364 | | | $ | 389 | | | $ | (116,701) | | | $ | 2,219 | | | $ | 462,583 | | | $ | (333,797) | | | $ | (600) | | | $ | 14,093 | |
See accompanying notes to the consolidated financial statements.
Potbelly Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(amounts in thousands) | | Fiscal Year | |
| | 2020 | | | 2019 | | | 2018 | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net loss | | $ | (65,672 | ) | | $ | (23,585 | ) | | $ | (8,549 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation expense | | | 19,830 | | | | 22,103 | | | | 23,142 | |
Noncash lease expense | | | 26,579 | | | | 27,853 | | | | — | |
Deferred income tax | | | 10 | | | | 13,808 | | | | (3,016 | ) |
Deferred rent and landlord allowances | | | — | | | | — | | | | (82 | ) |
Stock-based compensation expense | | | 2,515 | | | | 2,335 | | | | 2,882 | |
Excess tax deficiency from stock-based compensation | | | — | | | | — | | | | 1,089 | |
Asset impairment, store closure and disposal of property and equipment | | | 9,440 | | | | 1,829 | | | | 13,762 | |
Other operating activities | | | 723 | | | | 55 | | | | 37 | |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Accounts receivable, net | | | (35 | ) | | | 480 | | | | 100 | |
Inventories | | | 484 | | | | 9 | | | | 43 | |
Prepaid expenses and other assets | | | 617 | | | | 5,917 | | | | (694 | ) |
Accounts payable | | | 2,458 | | | | (249 | ) | | | 177 | |
Operating lease liabilities | | | (15,895 | ) | | | (28,565 | ) | | | — | |
Accrued expenses and other liabilities | | | 7,337 | | | | (3,822 | ) | | | 2,097 | |
Net cash (used in) provided by operating activities | | | (11,609 | ) | | | 18,168 | | | | 30,988 | |
| | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | |
Purchases of property and equipment | | | (10,920 | ) | | | (14,365 | ) | | | (21,395 | ) |
Net cash used in investing activities | | | (10,920 | ) | | | (14,365 | ) | | | (21,395 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Borrowings under Credit Facility | | | 61,286 | | | | — | | | | — | |
Repayments under Credit Facility | | | (55,000 | ) | | | — | | | | — | |
Proceeds from Paycheck Protection Program loan | | | 10,000 | | | | — | | | | — | |
Payment of debt issuance costs | | | (538 | ) | | | (189 | ) | | | — | |
Proceeds from exercise of stock options | | | — | | | | 173 | | | | 8,244 | |
Employee taxes on certain stock-based payment arrangements | | | (584 | ) | | | (91 | ) | | | (194 | ) |
Treasury stock repurchase | | | — | | | | (4,217 | ) | | | (22,916 | ) |
Distributions to non-controlling interest | | | (458 | ) | | | (523 | ) | | | (580 | ) |
Contributions from non-controlling interest | | | 143 | | | | 75 | | | | 98 | |
Net cash provided by (used in) financing activities | | | 14,849 | | | | (4,772 | ) | | | (15,348 | ) |
| | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | | (7,680 | ) | | | (969 | ) | | | (5,755 | ) |
Cash and cash equivalents at beginning of period | | | 18,806 | | | | 19,775 | | | | 25,530 | |
Cash and cash equivalents at end of period | | $ | 11,126 | | | $ | 18,806 | | | $ | 19,775 | |
| | | | | | | | | | | | |
Supplemental cash flow information: | | | | | | | | | | | | |
Income taxes paid | | $ | 206 | | | $ | 187 | | | $ | 250 | |
Interest paid | | | 896 | | | | 108 | | | | 110 | |
Supplemental non-cash investing and financing activities: | | | | | | | | | | | | |
Unpaid liability for purchases of property and equipment | | $ | 801 | | | $ | 1,198 | | | $ | 751 | |
| | | | | | | | | | | | | | | | | |
| Fiscal Year |
| 2023 | | 2022 | | 2021 |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $ | 5,577 | | | $ | 4,711 | | | $ | (23,623) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | |
| Depreciation expense | 12,138 | | | 11,890 | | | 15,909 | |
| Noncash lease expense | 25,814 | | | 25,792 | | | 25,856 | |
| Deferred income tax | — | | | 18 | | | 18 | |
| Stock-based compensation expense | 5,450 | | | 3,265 | | | 2,137 | |
| Asset impairment, store closure and disposal of property and equipment | 1,058 | | | 3,651 | | | 4,572 | |
| Gain on Franchise Growth Acceleration Initiative activities | (2,202) | | | — | | | — | |
| Loss/(gain) on extinguishment of debt | 224 | | | (10,191) | | | — | |
| Amortization of debt issuance costs | 482 | | | 270 | | | 305 | |
| Changes in operating assets and liabilities: | | | | | |
| Accounts receivable, net | (1,580) | | | (387) | | | (1,677) | |
| Inventories | 177 | | | (499) | | | (502) | |
| Prepaid expenses and other assets | (3,989) | | | (520) | | | 1,083 | |
| Accounts payable | (1,025) | | | 2,239 | | | 326 | |
| Operating lease liabilities | (30,721) | | | (27,984) | | | (32,932) | |
| Accrued expenses and other liabilities | 8,086 | | | 221 | | | 3,655 | |
| Net cash provided by (used in) operating activities | 19,488 | | | 12,476 | | | (4,873) | |
| | | | | |
| Cash flows from investing activities: | | | | | |
| Purchases of property and equipment | (17,053) | | | (8,426) | | | (9,048) | |
| Proceeds from sales of refranchised shops | 6,282 | | | — | | | — | |
| Net cash used in investing activities | (10,771) | | | (8,426) | | | (9,048) | |
| | | | | |
| Cash flows from financing activities: | | | | | |
| Borrowings under Term Loan | 25,000 | | | — | | | — | |
| Principal payments made for Term Loan | (2,838) | | | — | | | — | |
| Borrowings under revolving credit facility | 14,600 | | | 39,050 | | | 38,000 | |
| Repayments under revolving credit facility | (23,150) | | | (40,350) | | | (34,436) | |
| Payment of debt issuance costs | (2,205) | | | (196) | | | (195) | |
| Proceeds from issuance of common shares and warrants, net of fees | 961 | | | — | | | 14,839 | |
| Proceeds from exercise of stock options | — | | | — | | | 219 | |
| Employee taxes on certain stock-based payment arrangements | (1,312) | | | (813) | | | (1,298) | |
| Distributions to non-controlling interest | (854) | | | (475) | | | (189) | |
| Contributions from non-controlling interest | — | | | — | | | 208 | |
| Net cash provided by (used in) financing activities | 10,202 | | | (2,784) | | | 17,148 | |
| | | | | |
| Net increase in cash and cash equivalents | 18,918 | | | 1,266 | | | 3,227 | |
| Cash and cash equivalents and restricted cash at beginning of period | 15,619 | | | 14,353 | | | 11,126 | |
| Cash and cash equivalents and restricted cash at end of period | $ | 34,537 | | | $ | 15,619 | | | $ | 14,353 | |
| | | | | |
| Supplemental cash flow information: | | | | | |
| Income taxes paid | 278 | | | 139 | | | 185 | |
| Interest paid | 3,483 | | | 936 | | | 608 | |
| Supplemental non-cash investing and financing activities: | | | | | |
| (Loss)/gain on extinguishment of debt and accrued interest | $ | (224) | | | $ | 10,191 | | | $ | — | |
| Unpaid liability for purchases of property and equipment | 1,008 | | | 778 | | | 460 | |
| Unpaid liability for employee taxes on certain stock-based payment arrangements | 13 | | | 15 | | | 13 | |
See accompanying notes to the consolidated financial statements.
POTBELLY CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(1) Organization and Other Matters
Potbelly Corporation, a Delaware corporation, together with its subsidiaries (collectively referred to as “the Company,” “Potbelly,” “we,” “us”, or “our”), owns and operates
400 company-owned345 company-operated shops in the United States as of December
27, 2020.31, 2023. Additionally, Potbelly franchisees operate
over 4679 shops domestically.
Basis of PresentationBeginning with the third quarter of 2020, shop closure and lease termination expenses are presented within impairment, loss on disposal of property and equipment and shop closures on the consolidated statements of operations. Prior to the third quarter of 2020, shop closure and lease termination expenses were presented within general and administrative expenses. Prior period amounts have been reclassified to conform to the current presentation. This reclassification had no impact on the loss from operations, balance sheets or statements of cash flows.
The Company does
We do not have any components of other comprehensive income recorded within
itsour consolidated financial statements and therefore,
doesdo not separately present a statement of comprehensive income in
itsour consolidated financial statements.
COVID-19
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus ("COVID-19") and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. In response to the pandemic, many states and jurisdictions in which we operate have issued stay-at-home orders and other measures aimed at slowing the spread of the coronavirus. To comply with government regulations and guidance, we initially closed the vast majority of our dining rooms and shifted to off-premise operations only, and we experienced a sudden and drastic decrease in revenues. As of the issuance of these financial statements, many of our shops have reopened their dining rooms with restrictions, such as social distancing and limited capacities, to ensure the health and safety of our guests and employees. We continue to follow guidance from local authorities in determining the appropriate restrictions to put in place for each shop, including the suspension or reduction of in-shop dining if required due to changes in the pandemic response in each jurisdiction.
The disruption in operations and reduction in revenues have led the Company to consider the impact of the COVID-19 pandemic on the recoverability of its assets, including property and equipment, right-of-use assets for operating leases, goodwill and intangible assets, and others.
Due to the impact of the COVID-19 pandemic, the Company evaluated its goodwill, intangible assets, and long-lived assets, which includes property and equipment and right-of-use assets for operating leases for impairment. The Company did not record any impairment to its goodwill or indefinite-lived intangible assets during 2020. The Company recorded impairment charges for its long-lived assets of $10.3 million in 2020, primarily driven by the expected impact of the COVID-19 pandemic on future cash flows. The ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material. See Note 2 for further details.
The Company recognized an income tax benefit of $6.7 million during 2020 due to the impact of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) which enabled the Company to obtain a tax refund from the carryback of net operating losses (“NOLs”) and a refund of prior alternative minimum tax (“AMT”) credits. See Note 7 for further details.
To preserve financial flexibility, the Company borrowed the $39.8 million of available capacity under its Revolving Credit Facility on March 17, 2020. The Company subsequently repaid $33.5 million of these borrowings through the end of 2020. On August 10, 2020, the Company entered into a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10.0 million pursuant to the Paycheck Protection Program (“PPP”) under the CARES Act. As of December 27, 2020, the Company had total liquidity of $44.6 million, consisting of cash and cash equivalents and amounts available on its Revolving Credit Facility. See Note 9 for further details.
The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Due to the rapid development and fluidity of this situation, the Company cannot determine the ultimate impact that the COVID-19 pandemic will have on its consolidated financial condition, liquidity, and future results of operations, and therefore any prediction as to the ultimate impact on the Company’s consolidated financial condition, liquidity, and future results of operations is uncertain.
(2) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The
unaudited condensed consolidated financial statements include the accounts of
Potbelly Corporation;Potbelly; its
wholly ownedwholly-owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s
wholly ownedwholly-owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works, LLC (“
LLC”PSW”);
7seven of
LLC’s wholly ownedPSW’s wholly-owned subsidiaries and
LLC’s 7PSW’s six joint ventures, collectively, the “Company.” All intercompany balances and transactions have been eliminated in consolidation. For
our six consolidated joint ventures,
non-controlling interest"non-controlling interest" represents
athe non-controlling partner’s share of the assets, liabilities and operations related to the
seven joint venture investments.
The CompanyPotbelly has ownership interests ranging from
51-80% in these consolidated joint ventures.
The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements.
(b) Reporting Period
The Company uses
We use a 52/53-week fiscal year that ends on the last Sunday of the calendar year. Approximately every five or six years a 53rd week is added. Fiscal
year 2023 consists of 53 weeks and fiscal years
2020, 20192022 and
20182021 each consisted of 52 weeks.
(c) Segment Reporting
The Company owns
We own and
operatesoperate Potbelly Sandwich Shop concepts in the United States.
The CompanyWe also
hashave domestic franchise operations of Potbelly Sandwich Shops concepts.
The Company’sOur chief operating decision maker (the “CODM”) is
itsour Chief Executive Officer. As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis,
the Company has 1we have one operating segment and
1one reportable segment.
(d) Use of Estimates
The preparation
Preparation of financial statements in conformity with
accounting principles generally accepted
accounting principles in the United States
of America (“U.S. GAAP”) (U.S. GAAP) requires management to make estimates and assumptions that affect the
amounts reported
amountsin the consolidated financial statements and accompanying disclosures. These estimates are based on management's best knowledge of
assetscurrent events and
liabilities, revenues and expenses andactions the
disclosure of contingent assets and liabilities.Company may undertake in the future. Significant estimates
include amountsare used in accounting for,
among other items, long-lived assets and income taxes. Actual results
couldmay ultimately differ from
those estimates.estimates, although management does not generally believe such differences would materially affect the financial statements in any individual year.
(e) Fair Value Measurements
The Company applies
We apply fair value accounting for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be
recorded at fair value,
the Company assumeswe assume the highest and best use of the asset by market participants in which
the Companywe would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.
The Company applies
We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
| •
| Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•Level 1 — Quoted prices in active markets for identical assets or liabilities.•Level 2 — Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 — Inputs that are both unobservable and significant to the overall fair value measurement reflect an entity’s estimates of assumptions that market participants would use in pricing the asset or liability.
The following table presents information about our financial assets that were measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values:
| | | | | | | | | | | | | | |
| | December 31,
2023 | | •December 25,
2022 |
| | |
| Assets - Level 1 | | | | |
Level 2 Money market funds | | $ | 6,398 | | | $ | — Observable inputs other than quoted prices in active markets for identical | |
Financial assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.measured at fair value on recurring basis | | $ | 6,398 | | | $ | — | |
| •
| Level 3 — Inputs that are both unobservable and significant to the overall fair value measurement reflect an entity’s estimates of assumptions that market participants would use in pricing the asset or liability.
|
(f) Financial Instruments
The Company records
We record all financial instruments at cost, which is the fair value at the date of transaction. The amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate their fair value because of the short-term maturities of these instruments.
(g) Cash and Cash Equivalents
The Company considers
We consider all highly liquid investment instruments with an original maturity of three months or less when purchased to be cash equivalents.
The Company maintains itsWe maintain cash in bank deposit accounts that, at times, may exceed federally insured limits; however,
the Company haswe have not experienced any losses in these accounts.
The Company believes itWe believe this cash is not exposed to any significant credit risk. These are valued within the fair value hierarchy as Level 1 measurements.
(h) Restricted Cash
As of December 31, 2023, we had restricted cash related to funds held in a money market account as collateral for letters of credit to certain lease agreements.
The reconciliation of cash and cash equivalents and restricted cash presented in the condensed consolidated balance sheets to the total amount shown in our condensed consolidated statements of cash flows is as follows:
| | | | | | | | | | | | | | |
| | December 31,
2023 | | December 25,
2022 |
| | |
| Reconciliation of cash, cash equivalents and restricted cash: | | | | |
| Cash and cash equivalents | | $ | 33,788 | | | $ | 15,619 | |
| Restricted cash, noncurrent | | 749 | | | — | |
| Total cash, cash equivalents and restricted cash shown on statement of cash flows | | $ | 34,537 | | | $ | 15,619 | |
(i) Accounts Receivable, net
Accounts receivable, net consists of amounts owed from credit card processors, customers, third-party delivery platforms,
franchisees, vendors and other miscellaneous receivables.
(i)
Inventories, which consist of food products,
and paper goods and supplies,
and promotional items, are valued at the lower of cost (first-in, first-out) or net realizable value. No adjustment is deemed necessary to reduce inventory to the lower of cost or net realizable value due to the rapid turnover and high utilization of inventory.
(j)
(k) Property and Equipment
Property and equipment acquired is recorded at cost less accumulated depreciation. Property and equipment is depreciated based on the straight-line method over the estimated useful lives, generally ranging from three to five years for furniture and fixtures, computer equipment, computer software, and machinery and equipment. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease life, generally 10 to 15 years. For leases with renewal periods at the Company’sour option, the Company determineswe determine the expected lease period based on whether the renewal of any options areis reasonably assured at the inception of the lease. Direct costs and expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized, whereas the costs of repairs and maintenance are expensed when incurred. Capitalized costs are recorded as part of the asset to which they relate, primarily to leasehold improvements, and such costs are amortized over the asset’s useful life. When assets are retired or sold, the asset cost and related accumulated depreciation are removed from the consolidated balance sheet and any gain or loss is recorded in
impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations.
(k)
(l) Goodwill and Indefinite-Lived Intangible AssetsThe Company reviews
We review goodwill and indefinite-lived intangible assets, which includes
goodwill and tradenames, annually at fiscal year-end for impairment or more frequently if events or circumstances indicate that the carrying
valuevalues may not be recoverable. An impaired asset is written down to its estimated fair value based on the most recent information available.
The Company assessesWe assess the fair values of
itsour intangible assets and
itsthe fair value of our reporting unit for goodwill
testing purposes, using an income-based
approach.approach and market-based approach, respectively. Under the income approach, fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including forecasted revenues and expenses, appropriate discount rates and other variables.
Under the market-based approach, fair value is based on using publicly available market data, including publicly traded stock prices and total shares outstanding. The annual impairment review utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares
the estimated fair valuesthose estimates to the carrying values as of the testing date. If the carrying value of these intangible assets or the reporting unit exceeds the fair values,
the Companywe would then use the fair values to measure the amount of any required impairment
charge. NaNcharge not to exceed the respective carrying amount. No impairment charge was recognized for intangible assets or goodwill for any of the fiscal periods presented.
(l) Pre-opening Costs
Pre-opening costs consist
(m) Revenue Recognition
We primarily earn revenue at a point in time for sandwich shop sales which can occur in person at the shop, over our online or app platforms, or through a third-party platform. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. We have other revenue-generating activities including franchise revenue, gift card revenue, and loyalty program revenue.
Franchise Royalties and Fees
We earn an initial franchise fee, a franchise development agreement fee and ongoing royalty fees and support fees under our franchise agreements. Initial franchise fees are considered highly dependent upon and interrelated with the franchise right granted in the franchise agreement. As such, these franchise fees are recognized over the contractual term of costs incurred priorthe franchise agreement. We record a contract liability for the unearned portion of the initial franchise fees. Franchise development agreement fees represent the exclusivity rights for a geographical area paid by a third party to openingdevelop Potbelly shops for a new shopcertain period of time. Franchise development agreement fee payments received by us are recorded in the consolidated balance sheets as accrued expenses or other long-term liabilities, and amortized over the term of the franchise agreement once the shops are opened. These franchise fees are considered highly dependent upon and interrelated with the franchise right granted in the franchise agreement. Royalty fees and Brand Fund contributions are based on a percentage of sales and are made uprecorded as revenue as the fees are earned and become receivable from the franchisee. Other support fees, which primarily of travel, employee payrollinclude fees for software and training costs incurred priortechnology, are recorded as revenue as the fees are earned and
the service is provided to the franchisee. Revenue from support fees are recognized gross of the related expenses since we are the principal in the arrangement to provide those services.
Gift Card Redemptions / Breakage Revenue
Potbelly sells gift cards to customers, records the sale as a contract liability and recognizes the associated revenue as the gift card is redeemed. A portion of these gift cards are not redeemed by the customer ("breakage"), which is recognized as revenue as a percentage of customers gift card redemptions. The expected breakage amount recognized is determined by a historical data analysis on gift card redemption patterns. We recognize gift card breakage income within net sandwich shop
opening, as well as occupancy costs incurred from when the Company takes site possession to shop opening. Shop pre-opening costs are expensed as incurred.
(m) Advertising Expenses
Advertising costs are expensed as incurred and are included in general and administrative expensessales in the consolidated statements of operations. Advertising expenses were $1.0 million, $4.1 million
Loyalty Program
As of December 31, 2023, we offer a customer loyalty program for customers using the Potbelly Perks application at the point of sale. The customer will typically earn 10 points for every dollar spent, and
$4.3 millionthe customer will earn a free entrée after earning 1,000 points. Once a customer earns a free entrée, that entrée reward will expire after 30 days. We defer revenue associated with the estimated selling price of points earned by Potbelly Perks members towards free entrées as each point is earned, and a corresponding deferred revenue liability is established in
fiscal years 2020, 2019 and 2018, respectively.(n) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are attributed to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if itaccrued expenses. The deferral is deemed more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment of the realizability of deferred tax assets, the Company considers all positive and negative evidence as to whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns.
The Company accounts for uncertain tax positions under current accounting guidance, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by tax authorities, based on the technical meritsestimated value of the position.unredeemed points and free entrées. The tax benefitestimated value and the estimated redemption rates are based on a historical data analysis of loyalty reward redemptions. Estimated breakage is recognized in net shop sandwich sales in the consolidated statement of operations. When points are redeemed, we recognize revenue for the redeemed product and reduce accrued expenses.
In January 2024, we enhanced our Potbelly Perks program to provide more reward options and flexibility for members. Members will earn 10 or more coins, the equivalent of points under the legacy program, for every dollar they spend. The number of coins earned per dollar is dependent on each member's annual spend with Potbelly. Coins can be recognized is measuredredeemed for a variety of items across the Potbelly menu. The coins expire one year after they are earned. We will continue to defer revenue as Potbelly Perks coins are earned and recognize the largest amountrevenue upon redemption.
Contract Costs
Sales commissions earned by internal or external sales personnel for the execution of
benefit that is greater than fifty percent likelynew franchise agreements are considered incremental and recoverable costs of
being realized upon ultimate settlement.(o) Stock-Based Compensation
The Company accountsobtaining a contract with a customer. Sales commissions for its stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. For employees, the Company records stock-based compensation expensenew franchise agreements are capitalized and then amortized on a straight-line basis over the vesting period based on the grant-date fair valueterm of the awards,franchise agreement, which is determined usingtypically eight years.
Development costs incurred for the
Black-Scholes option pricing valuation model for stock optionsidentification of optimal site selection within a given market assists with the company's ability to fulfill the franchise agreement and
such costs are expected to be recovered. These costs are capitalized if the
quoted share price of Potbelly’s common stock onservice performed relates to an executed franchise agreement, in which case the
date of grant for restricted stock units (“RSUs”). Forcosts are amortized over the Company’s non-employee directors, the Company records stock compensation expense on the grant dateterm of the RSUs.The Company awards performance share units (“PSUs”) to eligible employees;market within the PSUs are subject to service and performance vesting conditions. The PSUs will vest based ondevelopment agreement, which is often the Company’s achievement of certain targets specified in the awards which may include adjusted EBITDA, same store sales, or stock price targets. Refer to Note 11 and Note 13 for more details regarding the Company’s Equity Plans.
(p)eight year term.
(n) Leases
The Company determines
We determine if an arrangement is
or contains a lease at inception of the arrangement.
The Company leasesWe lease retail shops, warehouse, and office space under operating leases.
The Company’sOur leases generally have terms of ten years and most include options to extend the leases for additional five-year periods. For leases with renewal periods at
the Company’sour option,
the Company determineswe determine the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease.
Operating leases result in the
Company recording a right-of-use asset and lease liability on the
consolidated balance sheet. Right-of-use assets represent
the Company’sour right to use an underlying asset for the lease term and lease liabilities represent
itsour obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date, which is the date we take possession of the property. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right-of-use assets represent the operating lease liability adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and
impairment of operating lease assets.impairment. In determining the present value of lease payments not yet paid,
the Company estimates itswe estimate our incremental secured borrowing rates corresponding to the maturities of
itsour leases. We estimate
this ratethese rates based on prevailing financial market conditions, comparable company and credit analysis, and management judgment.
Our leases typically contain rent escalations over the lease term and lease expense is recognized on a straight-line basis over the lease term. Tenant incentives used to fund leasehold improvements are recognized when earned and reduce right-of-use assets related to the lease. The tenant incentives are amortized through the right-of-use asset as reductions of rent expense over the lease term.
Operating
We elected a short-term lease exception policy, permitting us to not apply the recognition requirements of Accounting Standards Codification ("ASC") 842, Leases, to short-term leases are included in right-of-use assets(i.e., leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets.
Rental income for operating leases
short-term operating lease liabilities,on properties subleased to franchisees is recorded to franchise royalties, fees and
long-term operating lease liabilities on the Company’s Consolidated Balance Sheets.
(q) Revenue Recognition
The Company primarily earns revenue at a point in time for sandwich shop sales which can occur in person at the shop, over our online or app platforms, or through a third-party platform. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. The Company has other revenue generating activities outlined below.
Franchise Revenue
The Company earns an initial franchise fee, a franchise development agreement fee and ongoing royalty fees under the Company’s franchise agreements. Initial franchise fees are considered highly dependent upon and interrelated with the franchise right grantedrental income in the franchise agreement. As such, these franchise fees are recognizedconsolidated statement of operations. We recognize revenue for fixed sublease payments, net of incentives, on a straight-line basis over the contractual term of the franchise agreement. The Company records a contract liabilitysublease. We recognize revenue for variable sublease payments as the related service has been transferred to the sublessee. Sublease income is recognized to the extent that collectability is probable.
(o) Potbelly Brand Fund
We maintain the Potbelly Brand Fund (the "Brand Fund") for the unearned portionpurpose of collecting and administering funds to be used for advertising, customer research, marketing technology, agencies, and other activities that promote the initial franchise fees. Franchise development agreement fees representPotbelly brand in order to deliver sales at our shops. Company-operated and franchised shops both contribute to the exclusivity rights for a geographical area paid by a third party to develop Potbelly shops for a certain period of time. Franchise development agreement fee payments received by the Company are recorded as deferred revenue in the consolidated balance sheet and amortized over the life of the franchise development agreement. Royalty fees areBrand Fund based on a percentage of salessales.
Beginning in the first quarter of fiscal year 2022, we manage these advertising and marketing expenses through the Brand Fund using the funds contributed by our shops. We manage these funds separately from our general operating expenses, but we are not obligated to maintain the funds in separate accounts or entities. We may spend more or less in any fiscal period than the amounts contributed to the Brand Fund, and we may choose to roll over any unused contributions to the following fiscal period or return them to our shops.
Brand Fund contributions made by company-operated shops are eliminated from the consolidated financial statements. Franchisee contributions are included within franchise royalties and fees in the condensed consolidated statements of operations.
Expenses incurred by the Brand Fund are recorded as revenue as the fees are earnedto company-operated and become receivable from the franchisee.Gift Card Redemptions / Breakage Revenue
Potbelly sells gift cards to customers, records the sale as a contract liability and recognizes the associated revenue as the gift card is redeemed. A portion of these gift cards are not redeemed by the customer, which is recognized by the Company as revenue asfranchised shops based on a percentage of customers gift card redemptions. The expected breakage amountsales. Company-operated Brand Fund expense is included within other operating expenses in our condensed consolidated statements of operations. Franchisee Brand Fund expense is presented as franchise marketing expenses in our condensed consolidated statements of operations. Prior periods have been reclassified to conform to the current presentation of these expenses.
(p) Franchise support, rent and marketing expenses
Franchise support, rent and marketing expenses include Brand Fund, information technology, supply chain, occupancy and operations expenses for franchised shops. Other than occupancy, these expenses are expensed as incurred. Occupancy expenses are recognized consistent with our lease policy described above.
(q) Stock-Based Compensation
We account for stock-based compensation in accordance with ASC 718, Stock Based Compensation. We record stock-based compensation expense, net of forfeitures, on a straight-line basis over the vesting period based on the grant-date fair value of the awards, which is determined by a historical data analysisusing the Black-Scholes option pricing valuation model for stock options and the quoted share price of Potbelly’s common stock on gift card redemption patterns. The Company recognizes gift card breakage incomethe date of grant for restricted stock units (“RSUs”). We record stock-based compensation expense within gross salesgeneral and administrative expenses in the consolidated statements of operations.Loyalty Program
During the second quarter of 2020, the Company implemented a new customer loyalty program for customers using the Potbelly Perks application at the point of sale.
We award performance share units (“PSUs”) to eligible employees which are subject to service and market vesting conditions. The customerPSUs will typically earn 10 points for every dollar spent, and the customer will earn a free entrée after earning 1,000 points. The Company defers revenue associated with the estimated selling price of points earned by Potbelly Perks members towards free entrées as each point is earned, and a corresponding liability is established in deferred revenue. The deferral isvest based on the estimated valueterms defined in each award, which may include our common stock achieving certain price targets or based on its relative performance versus the Russell 3000 Travel & Leisure Index. Refer to Note 13 for more details regarding our Equity Plans.
(r) Pre-opening Costs
Pre-opening costs consist of costs incurred prior to opening a new shop and are made up primarily of travel, employee payroll and training costs incurred prior to the shop opening, as well as occupancy costs incurred from when we take site possession to shop opening. Shop pre-opening costs are expensed as incurred.
(s) Franchise Growth Acceleration Initiative
On March 2, 2022, we announced our Franchise Growth Acceleration Initiative, which included a plan to grow our franchise units domestically through multi-unit shop development area agreements, which may include refranchising certain company-operated shops. Deals for refranchised shops typically include cash consideration for the sale of the productcurrent shops as well as development agreement fees for whichcommitments to develop new shops to fully penetrate existing markets. On an ongoing basis, we collect additional cash consideration for royalties and lease payments.
All gains and losses recognized on sales of shops and other expenses incurred to execute a refranchising transaction are included in gain on Franchise Growth Acceleration Initiative activities in the
reward is expectedcondensed consolidated statement of operations. Development agreement fees received are recorded in the consolidated balance sheets as accrued expenses or other long-term liabilities, and amortized over the term of the franchise agreement once the shops are opened. For the year to
be redeemed, netdate ended December 31, 2023, we completed refranchising transactions under the Franchise Growth Acceleration Initiative that resulted in the sale of
estimated unredeemed points. Once a customer earns a free entrée, that entrée reward will expire after 30 days. Any point33 company-operated shops and commitments to develop 77 additional shops. Further details on the impact of these transactions on our financial statements are described in
a customer’s account that does not go toward earning a full entrée will expire a year after the point is earned. When points are redeemed, the Company recognizes revenue for the redeemed product and reduces deferred revenue.(r)Note 10.
(t) Impairment of Long-Lived Assets
The Company assesses
We assess potential impairments
to itsof our long-lived assets, which
includesinclude property and equipment and right-of-use assets for operating leases, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped at the individual shop-level for the purposes of the impairment assessment because a shop represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated forecasted shop cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated forecasted shop 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
group.group in the impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations. The fair value of the shop assets is determined using the income approach. Key inputs to this approach include forecasted shop cash flows, discount rate, and estimated market rent, which are all classified as Level 3 inputs. See “Fair Value Measurements” above for a definition of Level 3 inputs.
At transition of adoption to ASC 842, the Company impaired $0.7 million of pre-tax right-of-use assets related to previously impaired shops. This amount is recorded, net of tax, as an opening reduction to retained earnings. After performing periodic reviews of the long-lived assets, including company-operated shops, during each quarter of 2020, 2019 and 2018, it was determined that indicators of impairment were present for certain long-lived assets, including company-operated shops as a result of continued underperformance. The Company performed an impairment analysis for these long-lived assets and recorded impairment charges of $10.3 million, $2.6 million, and $13.4 million for the fiscal years 2020, 2019, and 2018, respectively, which is included in impairment, loss on disposal of property and equipment and shop closures in the consolidated statements of operations.
Assets recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis included items such as leasehold improvements, property and equipment, right-of-use assets for operating leases, goodwill, and other intangible assets. These assets are measured at fair value if determined to be impaired.(u) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are attributed to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment of the realizability of deferred tax assets, we consider all positive and negative evidence as to whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns.
We account for uncertain tax positions under current accounting guidance, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by tax authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
(v) Recent Accounting Pronouncements
On
In November 2023, the Financial Accounting Standard Board (FASB) issued guidance to expand annual and interim disclosure requirements for reportable segments, primarily through additional disclosures on segment expenses. We will adopt the accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2018,29, 2024. We do not anticipate the Company adopted Accounting Standards Update (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 theupdated standard as of the effective date and therefore, prior period amountswill have not been adjusted and continue to be reported in accordance with our historical accounting under previous lease guidance. The adoption of Topic 842 had a material impact on our financial statement disclosures.
In December 2023, the
consolidated balance sheetsFASB issued guidance to enhance transparency of income tax disclosures. The updated guidance requires additional disclosures on income tax rate reconciliation and
an immaterial impactincome taxes paid, among other things. We will adopt the accounting guidance in our Annual Report on
Form 10-K for the
consolidated statements of operations, consolidated statements of equity and consolidated statements of cash flows.On December 30, 2019, the Company adopted Accounting Standard Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). This pronouncement requires the measurement and recognition of expected credit losses on financial instruments. ASU 2016-13 replaces the existing incurred loss model with a forward-looking expected credit loss model that requires consideration of a broader range of information to estimate credit losses. The Company recorded a net reduction of $5 thousand to opening accumulated deficit as of December 30, 2019, due to the cumulative impact of adopting Topic 326.
(3) Revenue
Potbelly primarily earns revenue at a point in time through sales at our sandwich shop locations and records such revenue net of sales-related taxes collected from customers. The payment on these sales is generally due at the time of the customer’s purchase. The Company also has other revenue generating activities, including franchise revenue, gift card redemptions / breakage revenue, and loyalty programs as described in Note 2.
For the fiscal year ended December 27, 2020, revenue2025. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.
(3) Revenue
Revenue recognized from all revenue sources on point in time sales was
$290.7$489.2 million, $450.9 million and
revenue$379.3 million for the fiscal years 2023, 2022 and 2021, respectively. Revenue recognized from sales over time was
$0.6 million. For$2.2 million, $1.1 million and $0.8 million for the fiscal
year ended December 29, 2019, revenue recognized from all revenue sources on point in time sales was $408.8 million,years 2023, 2022 and
revenue recognized from sales over time was $0.9 million.The Company2021, respectively.
We recognized gift card breakage income of
$0.2$0.9 million,
$0.2$0.7 million and
$0.3$0.2 million for the fiscal years ended
2020, 20192023, 2022 and
2018,2021, respectively, which is recorded within net sandwich shop sales in the consolidated statements of
operationsoperations.
As described in Note 2, the Company recordswe record current and noncurrent contract liabilities in accrued expenses and other long-term liabilities, respectively, for initial franchise fees, gift cards, and loyalty programs. There areWe have no other contract liabilities or contract assets recorded by the Company.recorded. The opening and closing balances of the Company’sour current and noncurrent contract liabilities from contracts with customers were as follows: | | Current Contract Liability | | | Noncurrent Contract Liability | |
| | (Thousands) | | | (Thousands) | |
Beginning balance as of December 29, 2019 | | $ | (1,594 | ) | | $ | (2,054 | ) |
Ending balance as of December 27, 2020 | | | (3,138 | ) | | | (1,707 | ) |
Increase (decrease) in contract liability | | $ | 1,544 | | | $ | (347) | )) |
| | | | | | | | | | | |
| Current Contract
Liability
(Thousands) | | Noncurrent Contract
Liability
(Thousands) |
| Beginning balance as of December 25, 2022 | $ | 7,008 | | | $ | 1,677 | |
| Ending balance as of December 31, 2023 | 8,028 | | | 4,397 | |
| Increase in contract liability | $ | 1,020 | | | $ | 2,720 | |
The aggregate value of remaining performance obligations on outstanding contracts was $4.8$12.4 million as of December 27, 2020.31, 2023. The overall increase in the liability during the 52 weeks ended December 27, 2020fiscal year 2023 was a result of new franchise development agreements, purchases of new gift cards and addition ofa net increase in the loyalty programs in 2020program liability, partially offset by amortization of initial franchise fees and gift card redemptions. The Company expectsredemptions and breakage. We expect to recognize revenue related to contract liabilities as follows (in thousands), which may vary based upon franchise activity, and gift card and loyalty program redemption patterns:
| Years Ending | | Amount | | Years Ending | | Amount |
2021 | | $ | 1,854 | |
2022 | | | 1,194 | |
2023 | | | 240 | |
2024 | | | 202 | |
2025 | | | 465 | |
| 2026 | |
| 2027 | |
| 2028 | |
Thereafter | | | 890 | |
Total revenue recognized | | $ | 4,845 | |
For the 52 weeks ended December 27, 2020,fiscal year 2023, the amount of revenue recognized related to the December 29, 201925, 2022 liability ending balance was $1.1$4.7 million. For the 52 weeks ended December 29, 2019,fiscal year 2022, the amount of revenue recognized related to the January 1, 2018December 26, 2021 liability ending
balance was
$2.2$2.5 million. This revenue related to
thegift card and loyalty program redemptions and recognition of
gift card redemptions and upfrontinitial franchise fees. For the
yearyears ended December
27, 202031, 2023 and December
29, 2019, the Company25, 2022, we did
0tnot recognize any revenue from obligations satisfied (or partially satisfied) in prior periods.
Contract Costs
Deferred contract costs, which include sales commissions and site mapping fees, totaled $0.9 million as of December 31, 2023. Amortization expense for deferred costs was $0.1 million for fiscal year 2023. No contract costs were capitalized or amortized in fiscal year 2022. There was no impairment loss in relation to the costs capitalized for the periods presented.
(4) Earnings (Loss) Per Share
Basic
earningsand diluted income (loss) per common share attributable to common stockholders are calculated using the weighted average number of common shares outstanding for the period. Diluted
earningsincome (loss) per common share attributable to common stockholders is computed by dividing the income
(loss) allocated to common stockholders by the weighted average number of fully diluted common shares outstanding.
In periods of a net loss, 0no potential common shares are included in diluted shares outstanding as the effect is anti-dilutive. For fiscal years 2020, 2019 and 2018, the Companyyear 2021, we had a loss per share, therefore, potentially dilutive shares were excluded for potential stock option exercises.from the calculation.
The following table summarizes the earnings (loss) per share calculation (in
thousands)thousands, except per share information):
| | Fiscal Year | |
| | 2020 | | | 2019 | | | 2018 | | | Fiscal Year |
Net loss attributable to Potbelly Corporation | | $ | (65,391 | ) | | $ | (23,992 | ) | | $ | (8,878 | ) |
| | | | 2023 | | 2022 | | 2021 |
| Net income (loss) attributable to Potbelly Corporation | |
Weighted average common shares outstanding-basic | | | 23,899 | | | | 23,850 | | | | 25,173 | |
Plus: Effect of potential stock options exercise | | | — | | | | — | | | | — | |
| Plus: Effect of potentially dilutive stock-based compensation awards | |
| Plus: Effect of potential warrant exercise | |
Weighted average common shares outstanding-diluted | | | 23,899 | | | | 23,850 | | | | 25,173 | |
Loss per share available to common stockholders- basic | | $ | (2.74 | ) | | $ | (1.01 | ) | | $ | (0.35 | ) |
Loss per share available to common stockholders- diluted | | $ | (2.74 | ) | | $ | (1.01 | ) | | $ | (0.35 | ) |
| Income (loss) per share available to common stockholders-basic | |
| Income (loss) per share available to common stockholders-diluted | |
Potentially dilutive shares that are considered anti-dilutive: | | | | | | | | | | | | |
Shares | | | 2,754 | | | | 2,334 | | | | 2,499 | |
| Shares | |
| Shares | |
(5) Property and Equipment
Property and equipment, net consisted of the following (in thousands):
| | December 27, | | | December 29, | |
| | 2020 | | | 2019 | |
| December 31,
2023 | | | December 31,
2023 | | December 25,
2022 |
Leasehold improvements | | $ | 158,797 | | | $ | 171,586 | |
Machinery and equipment | | | 46,653 | | | | 49,943 | |
Furniture and fixtures | | | 33,194 | | | | 34,325 | |
Computer equipment and software | | | 36,225 | | | | 38,881 | |
Construction in progress | | | 863 | | | | 2,615 | |
| | | 275,732 | | | | 297,350 | |
| Property and equipment, gross | |
Less: Accumulated depreciation | | | (214,539 | ) | | | (218,318 | ) |
| | $ | 61,193 | | | $ | 79,032 | |
| Property and equipment, net | |
The Company
We recognized $0.5 million,
$0.4$0.5 million and
$0.1$2.4 million in
2020, 2019,2023, 2022, and
2018,2021, respectively, of losses on disposal of property and equipment
in impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations, primarily related to closures of
company-ownedcompany-operated shops.
Accrued expenses consisted of the following (in thousands):
| | December 27, | | | December 29, | |
| | 2020 | | | 2019 | |
Accrued labor and related expenses | | $ | 7,313 | | | $ | 7,403 | |
Accrued Restructuring | | | 1,489 | | | | — | |
Deferred gift card revenue | | | 1,868 | | | | 1,415 | |
Accrued occupancy expenses | | | 2,275 | | | | 2,010 | |
Accrued corporate and shop expenses | | | 3,095 | | | | 1,859 | |
Accrued utilities | | | 1,421 | | | | 1,137 | |
Accrued sales and use tax | | | 1,477 | | | | 2,063 | |
Accrued construction | | | 361 | | | | 293 | |
Accrued legal and professional fees | | | 90 | | | | 716 | |
Deferred revenue | | | 1,491 | | | | 376 | |
Accrued income tax | | | 69 | | | | 171 | |
Accrued other | | | 2,793 | | | | 3,126 | |
Total | | $ | 23,742 | | | $ | 20,569 | |
| | | | | | | | | | | |
| December 31,
2023 | | December 25,
2022 |
| Accrued labor and related expenses | $ | 12,778 | | | $ | 13,451 | |
| Deferred revenue | 4,057 | | | 3,345 | |
| Gift card liability | 3,972 | | | 3,630 | |
| Accrued marketing | 2,904 | | | 635 | |
| Accrued occupancy and utilities | 2,410 | | | 2,448 | |
| Accrued sales and use tax | 2,135 | | | 1,732 | |
| Accrued liability insurance | 2,039 | | | 1,654 | |
| Other accrued expenses | $ | 5,082 | | | $ | 3,931 | |
| Total | $ | 35,377 | | | $ | 30,826 | |
We incur expenses associated with exit activity for certain signed lease agreements, which are recognized in impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations. Accrued contract termination costs consisted of the following (in thousands): | | | | | | | | | | | | | December 31,
2023 | | December 25,
2022 | | Accrued contract termination costs—beginning balance | $ | — | | | $ | — | | | Contract termination costs incurred | 458 | | | 153 | | | Contract termination costs settled and paid | (458) | | | (153) | | | Accrued contract termination costs—ending balance | $ | — | | | $ | — | |
(a)
| The Company incurs expenses associated with exit activity for certain signed lease agreements, which are recognized in general and administrative expenses. Accrued contract termination costs consisted of the following (in thousands):
|
| | December 27, | | | December 29, | |
| | 2020 | | | 2019 | |
Accrued contract termination costs—beginning balance | | $ | — | | | $ | 392 | |
Contract termination costs incurred | | | 3,231 | | | | 3,449 | |
Contract termination costs settled and paid | | | (3,231 | ) | | | (3,841 | ) |
Accrued contract termination costs—ending balance | | $ | — | | | $ | — | |
(7) Income Taxes
On March 27, 2020, the CARES Act was enacted into law. The CARES Act is a tax and spending package intended to provide economic relief to address the impact of the COVID-19 pandemic. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain NOLs and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior tax years, accelerate refunds of previously generated corporate AMT credits, loosen the business interest limitation under section 163(j), and fix the qualified improvement property regulations in the 2017 Tax Cuts and Jobs Act. As a result of the CARES Act, the Company was able to obtain a tax refund of $6.7 million from the carryback of NOLs and a refund of prior AMT credits. The Company received the entire amount of the refund during the fiscal year 2020. The
Company recognized an income tax benefit of $6.7 million during fiscal year 2020 due to the impact of the CARES Act and the finalization of the Company’s 2019 federal tax return.
Income (loss) before income taxes for the Company’sour domestic and foreign operations was as follows (in thousands):
| | Fiscal Year | |
| | 2020 | | | 2019 | | | 2018 | |
Domestic operations | | $ | (72,708 | ) | | $ | (9,790 | ) | | $ | (11,381 | ) |
Foreign operations | | | — | | | | 395 | | | | 637 | |
Total | | $ | (72,208 | ) | | $ | (9,395 | ) | | $ | (10,744 | ) |
| | | | | | | | | | | | | | | | | |
| Fiscal Year |
| 2023 | | 2022 | | 2021 |
| Domestic operations | $ | 6,486 | | | $ | 5,038 | | | $ | (23,451) | |
Income tax expense (benefit) consisted of the following (in thousands):
| | Fiscal Year | |
| | 2020 | | | 2019 | | | 2018 | |
| Fiscal Year | | | Fiscal Year |
| 2023 | | | 2023 | | 2022 | | 2021 |
Federal: | | | | | | | | | | | | |
Current | | $ | (6,739 | ) | | $ | 159 | | | $ | (339 | ) |
| Current | |
| Current | |
Deferred | | | 13 | | | | 9,379 | | | | (1,644 | ) |
| | | (6,726 | ) | | | 9,538 | | | | (1,983 | ) |
| 60 | |
State and Local: | | | | | | | | | | | | |
Current | | | 185 | | | | 227 | | | | 73 | |
| Current | |
| Current | |
Deferred | | | 5 | | | | 4,425 | | | | (305 | ) |
| | | 190 | | | | 4,652 | | | | (232 | ) |
Foreign: | | | | | | | | | | | | |
Current | | | — | | | | — | | | | 20 | |
| | | — | | | | — | | | | 20 | |
Income tax expense (benefit) | | $ | (6,536 | ) | | $ | 14,190 | | | $ | (2,195 | ) |
| 849 | |
| Income tax expense | |
Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rates to income (loss) before income taxes as a result of the following (in thousands):
| | Fiscal Year | |
| | 2020 | | | 2019 | | | 2018 | |
| Fiscal Year | | | Fiscal Year |
| 2023 | | | 2023 | | 2022 | | 2021 |
U.S. federal statutory tax | | | 21.0 | % | | | 21.0 | % | | | 21.0 | % | U.S. federal statutory tax | 21.0% | | 21.0% |
Computed “expected” tax benefit | | $ | (15,164 | ) | | $ | (1,973 | ) | | $ | (2,256 | ) |
| Computed “expected” tax expense/(benefit) | |
Increase (reduction) resulting from: | | | | | | | | | | | | |
| Valuation allowance | |
| Valuation allowance | |
Valuation allowance | | | 14,265 | | | | 16,116 | | | | - | |
Rate change impact of net operating loss carryback | | | (2,592 | ) | | | - | | | | - | |
Minority interest | | | 74 | | | | (107 | ) | | | (87 | ) |
Permanent differences | | | 99 | | | | 425 | | | | 220 | |
State and local income taxes, net of federal income tax effect | | | (3,338 | ) | | | (361 | ) | | | (436 | ) |
FICA and other tax credits | | | (248 | ) | | | (504 | ) | | | (522 | ) |
Equity compensation | | | 477 | | | | 577 | | | | 1,089 | |
Other | | | (109 | ) | | | (106 | ) | | | (252 | ) |
Tax rate change | | | — | | | | 123 | | | | 49 | |
| | $ | (6,536 | ) | | $ | 14,190 | | | $ | (2,195 | ) |
| Income tax expense | |
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities reflected in the consolidated balance sheets are presented below (in thousands):
| | December 27, | | | December 29, | |
| | 2020 | | | 2019 | |
Deferred tax assets: | | | | | | | | |
Net operating loss carryforwards | | $ | 14,364 | | | $ | 3,721 | |
Accrued liabilities | | | 2,152 | | | | 848 | |
Deferred revenue | | | 573 | | | | 423 | |
Stock-based compensation | | | 1,993 | | | | 2,516 | |
Property and equipment | | | 3,505 | | | | 4,568 | |
Operating lease liabilities | | | 59,230 | | | | 62,313 | |
Tax credits and other carryforwards | | | 2,319 | | | | 1,538 | |
Gross deferred tax assets | | | 84,136 | | | | 75,927 | |
Valuation allowance | | | (30,381 | ) | | | (16,116 | ) |
Net deferred tax assets | | | 53,755 | | | | 59,811 | |
Deferred tax liabilities: | | | | | | | | |
Prepaids | | | (285 | ) | | | (492 | ) |
Right-of-use asset for operating leases | | | (51,637 | ) | | | (57,717 | ) |
Intangible assets | | | (1,249 | ) | | | (1,162 | ) |
Smallwares | | | (482 | ) | | | (533 | ) |
Other | | | (348 | ) | | | (134 | ) |
Total deferred tax liabilities | | | (54,001 | ) | | | (60,038 | ) |
Net deferred tax liabilities | | $ | (246 | ) | | $ | (227 | ) |
| | | | | | | | | | | |
| December 31,
2023 | | December 25,
2022 |
| Deferred tax assets: | | | |
| Net operating loss carryforwards | $ | 20,542 | | | $ | 22,566 | |
| Accrued liabilities | 2,625 | | | 1,838 | |
| Deferred revenue | 1,944 | | | 514 | |
| Stock-based compensation | 1,378 | | | 1,330 | |
| Property and equipment | 3,290 | | | 3,380 | |
| Operating lease liabilities | 43,799 | | | 49,802 | |
| Other | 226 | | | — | |
| Tax credits and other carryforwards | 2,794 | | | 3,761 | |
| Gross deferred tax assets | 76,598 | | | 83,191 | |
| Valuation allowance | (35,439) | | | (37,210) | |
| Net deferred tax assets | 41,159 | | | 45,981 | |
| Deferred tax liabilities: | | | |
| Prepaids | (477) | | | (351) | |
| Right-of-use asset for operating leases | (39,179) | | | (43,818) | |
| Intangible assets | (1,377) | | | (1,371) | |
| Smallwares | (400) | | | (458) | |
| Other | — | | | (169) | |
| Total deferred tax liabilities | (41,433) | | | (46,167) | |
| Net deferred tax liabilities | $ | (274) | | | $ | (186) | |
The Company has
We recorded deferred tax assets related to federal and state income tax net operating loss (“NOL”) carryforwards of approximately $14.3$20.5 million and $3.7$22.6 million for the years ended December 27, 202031, 2023 and December 29, 2019,25, 2022, respectively. The federal NOL, and a portion of the state NOLs, can be carried forward indefinitely, although certain
jurisdictions, including federal and numerous states, limit NOL carryforwards to a percentage of current year taxable income.
The Company
We regularly assesses the need for a valuation allowance related to
itsour deferred tax assets, which includes consideration of both positive and negative evidence related to the likelihood of realization of such deferred tax assets to determine, based on the weight of the available evidence, whether it is more-likely-than-not that some or all of
itsour deferred tax assets will not be realized. In
itsour assessment,
the Company considerswe considered recent financial operating results, projected future taxable income, the reversal of existing taxable differences, and tax planning strategies.
The CompanyWe recorded a full valuation allowance against
itsour net deferred tax assets during the first quarter of 2019, resulting in a non-cash charge to income tax expense of $13.6 million.
The Company continued to maintain a valuation allowance against all of its deferred tax assets as of December 27, 2020. The Company did not provide for an income tax benefit on its pre-tax loss for the years ended December 27, 2020 and December 29, 2019. The Company assessesWe assess the likelihood of the realization of
itsour deferred tax assets each quarter and the valuation allowance is adjusted accordingly.
We continued to maintain a valuation allowance against all of our deferred tax assets based on our assessment as of December 31, 2023. As of December 27, 2020, the Company has31, 2023 and December 25, 2022, we have a valuation allowance related to itsour deferred tax assets of $30.4 million. As$35.4 million and $37.2 million, respectively.
Given the recent trend in our earnings and forecasted future earnings, we believe there is a reasonable possibility that sufficient positive evidence may become available in the next several quarters to conclude that all or a portion of
December 29, 2019, the
Company has a valuation allowance
related to itswill no longer be needed. This would result in the recognition of deferred tax assets
on our consolidated balance sheet and a decrease to tax expense on our consolidated statement of
$16.1 million.operations in the period when the release is recorded. However, the exact timing and amount of any valuation allowance releases are subject to change based on the earnings achieved in future periods.
In accordance with itsour accounting policy, the Company recognizeswe recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 27, 202031, 2023 and December 29, 2019, the Company25, 2022, we had 0 nointerest or penalties accrued. As of December 27, 202031, 2023 and December 29, 2019, the Company25, 2022, we had 0no uncertain tax positions. The tax years prior to
20152017 are generally closed for examination by the United States Internal Revenue
Service.Service ("IRS"). However, certain of these tax years are open for examination as a result of net operating losses generated in these years and utilized in subsequent years.
The Company’sOur last IRS examination was for the 2014 tax year; no IRS audits are currently ongoing. State statutes are generally open for audit for the
20152016 to
20192022 tax years.
We determine if an arrangement is a
resultlease at inception of
COVID-19, the
Company suspendedarrangement. We lease retail shops and warehouse and office space under operating leases. Our leases generally have terms of ten years and most include options to extend the
paymentleases for additional five-year periods. For leases with renewal periods at our option, we determine the expected lease period based on whether the renewal of
rent onany options are reasonably assured at the
majorityinception of
its leases in April 2020 and entered into discussions with landlords regarding the
restructuring of those leases in light of various contractual and legal defenses. The Company entered into 321 amendments with our respective landlords during the year ended December 27, 2020. Under these agreements,lease. In addition, we lease certain
rent payments will be abated, deferred or modified without penalty for various periods, generally covering twoproperties from third parties that we sublease to
four months of rent payments. In April 2020, the Financial Accounting Standards Board issued guidance allowing entities to make a policy election whether to account for lease concessions relatedfranchisees. We remain primarily liable to the
COVID-19 pandemic as lease modifications. The election applies to any lessor-provided lease concession related tolandlord for the
impactperformance of
all obligations in the
COVID-19 pandemic, providedevent that the
concessionsublessee does not
result in a substantial increase inperform its obligations under the
rightslease. All of
the lessor or in the obligations of the lessee. For the lease concessions we received from certain landlords in the form of rent deferralsour subleases are classified as operating leases with fixed and
abatements which were not substantial, we have elected to not account for these rent concessions as lease modifications.variable income.
Lessee Disclosures
The gains and losses recognized upon lease terminations are recorded in impairment, loss on disposal of property and equipment and shop closures.closures in the consolidated statement of operations. The right-of use assets, liabilities and gainsgains/losses recognized upon termination of lease contracts were as follows:follows (in thousands, except for shop figures): | | | | | | | | | | | |
| Fiscal Year Ended |
| December 31,
2023 | | December 25,
2022 |
| Leases terminated | 2 | | | 3 | |
| Lease termination fees | $ | 458 | | | $ | 75 | |
| Right-of-use assets derecognized upon lease termination | 571 | | | 505 | |
| Lease liabilities derecognized upon lease termination | 941 | | | 663 | |
| Gain/(loss) recognized upon lease termination | $ | (89) | | | $ | 158 | |
| | Fiscal Year | | | Fiscal Year | |
| | 2020 | | | 2019 | |
Leases of terminated | | | 28 | | | | 11 | |
Lease termination fees | | $ | 2,832 | | | $ | 3,130 | |
Right-of-use assets derecognized upon lease termination | | | 14,774 | | | | 6,506 | |
Lease liabilities derecognized upon lease termination | | | 16,103 | | | | 7,450 | |
Gain recognized upon lease termination | | $ | 1,329 | | | $ | 944 | |
Operating lease term and discount rate were as follows:
| | December 27, | | | December 29, | |
| | 2020 | | | 2019 | |
| December 31,
2023 | | | December 31,
2023 | | December 25,
2022 |
Weighted average remaining lease term (years) | | 7.82 | | | 8.52 | | Weighted average remaining lease term (years) | 6.18 | | 6.68 |
Weighted average discount rate | | | 7.88 | % | | | 7.95 | % | Weighted average discount rate | 9.04% | | 8.26% |
Certain of
the Company’sour operating lease agreements include variable payments that are passed through by the landlord, such as common area maintenance and real estate taxes, as well as variable payments based on percentage rent for certain of our shops. Pass-through charges and payments based on percentage rent are included within variable lease cost.
The components of lease cost were as follows (in thousands):, which are included in occupancy, general and administrative and franchise support, rent and marketing expense:
- | | | | Fiscal Year | | | Fiscal Year | |
| | Classification | | 2020 | | | 2019 | |
| Fiscal Year Ended | | | Fiscal Year Ended |
| December 31, 2023 | | | December 31, 2023 | | December 25, 2022 |
Operating lease cost | | Occupancy and general and administrative expenses | | $ | 45,350 | | | $ | 45,604 | |
Variable lease cost | | Occupancy and general and administrative expenses | | | 11,885 | | | | 13,692 | |
| Short-term lease cost | |
Total lease cost | | | | $ | 57,235 | | | $ | 59,296 | |
Supplemental disclosures of cash flow information relating to leases is as follows (in thousands): | | Fiscal Year | | | Fiscal Year | |
| | 2020 | | | 2019 | |
Operating cash flows rent paid for operating lease liabilities | | $ | 35,168 | | | $ | 47,335 | |
Operating right-of-use assets obtained in exchange for new operating lease liabilities | | | 20,369 | | | | 15,765 | |
Reduction in operating right-of-use assets due to lease terminations | | $ | (14,774 | ) | | $ | (6,506 | ) |
| | | | | | | | | | | |
| Fiscal Year Ended |
| December 31, 2023 | | December 25, 2022 |
| Operating cash flows rent paid for operating lease liabilities | $ | 45,846 | | | $ | 42,658 | |
| Operating right-of-use assets obtained in exchange for new operating lease liabilities | 12,286 | | | 23,263 | |
| Reduction in operating right-of-use assets due to lease terminations and modifications | $ | 1,799 | | | $ | 1,876 | |
Maturities of lease liabilities were as follows at December 27, 202031, 2023 (in thousands):
| | Operating Leases | |
2021 | | $ | 51,156 | |
2022 | | | 41,151 | |
2023 | | | 36,628 | |
| Operating Leases | | | Operating Leases |
2024 | | | 34,144 | |
2025 | | | 31,481 | |
| 2026 | |
| 2027 | |
| 2028 | |
Thereafter | | | 110,376 | |
Total lease payments | | | 304,936 | |
Less: imputed interest | | | (80,465 | ) |
Present value of lease liabilities | | $ | 224,471 | |
We recognized $2.9 million in franchise rental income in fiscal year 2023, which is included in franchise royalties, fees and rental income in the condensed statement of operations. No franchise rental income was recognized in fiscal year 2022. During fiscal year 2023, we incurred $3.0 million in expenses associated with these leases, which are included in franchise support, rent and marketing expenses in the condensed consolidated statement of operations from the inception of
the related sublease agreements. The components of lease income were as follows: | | | | | | | | | | | |
| Fiscal Year Ended |
| December 31,
2023 | | December 25,
2022 |
| Number of subleases | 33 | | 0 |
| | | |
| Operating lease income | $ | 2,139 | | | $ | — | |
| Variable lease income | $ | 806 | | | $ | — | |
| Franchise rental income | $ | 2,945 | | | $ | — | |
Future expected fixed sublease payments from franchisees to Potbelly were as follows at December 31, 2023 (in thousands):
| | | | | |
| Operating Leases |
| 2024 | $ | 3,599 | |
| 2025 | 3,530 | |
| 2026 | 3,078 | |
| 2027 | 2,095 | |
| 2028 | 1,704 | |
| Thereafter | 3,687 | |
| Total sublease payments | $ | 17,693 | |
(9) Debt and Credit Facilities The components of long-term debt were as follows:follows (in thousands):
| | December 27, | | | December 29, | |
| | 2020 | | | 2019 | |
Revolving Credit Facility | | $ | 6,286 | | | $ | — | |
Paycheck Protection Program loan | | | 10,000 | | | | — | |
Less: current portion of long-term debt | | | (333 | ) | | | — | |
Total long-term debt | | $ | 15,953 | | | $ | — | |
| | | | | | | | |
Current portion of long-term debt | | $ | 333 | | | $ | — | |
| | | | | | | | | | | |
| December 31,
2023 | | December 25,
2022 |
| Term loan credit facility | $ | 22,162 | | | $ | — | |
| Unamortized debt issuance costs | (1,744) | | | — | |
| Revolving credit facility | — | | | 8,550 | |
| Less: current portion of long-term debt | (1,250) | | | — | |
| Total long-term debt | $ | 19,168 | | | $ | 8,550 | |
Revolving
Term Loan
On February 7, 2023 (the “Closing Date”), we entered into a credit and guaranty agreement (the “Term Loan Credit
Agreement”) with Sagard Holdings Manager LP as administrative agent (the “Administrative Agent”). The Term Loan Credit Agreement provides for a term loan facility with an aggregate commitment of $25 million (the “Term Loan”). Concurrent with entry into the Term Loan Credit Agreement, we repaid in full and terminated the obligations and commitments under our existing senior secured credit facility (the “Former Credit Facility”). Upon termination of the Former Credit Facility,
we recognized a loss on extinguishment of debt of $0.2 million. The remaining proceeds from the Term Loan were used to pay related transaction fees and expenses, and for general corporate purposes.
The Term Loan Credit Agreement is scheduled to mature on February 7, 2028. We are required to make principal payments equal to 1.25% of the initial principal of the Term Loan on the last business day of each fiscal quarter. If not previously paid, any remaining principal balance must be repaid on the maturity date.
Loans under the Term Loan Credit Agreement will initially bear interest, at the Company’s option, at either the term SOFR plus 9.25% per annum or base rate plus 8.25% per annum.
As of December 31, 2023, the effective interest rate was 15.63%.
We may prepay the Term Loan in agreed-upon minimum principal amounts, subject to prepayment fees equal to (a) if the prepayment occurs on or prior to the one (1) year anniversary of the Closing Date, a customary make-whole amount plus 3.00% of the outstanding principal balance of the Term Loan, (b) if the prepayment occurs after such one (1) year anniversary and prior to the two (2) year anniversary of the Closing Date, 3.00% of the outstanding principal balance of the Term Loan, (c) if the prepayment occurs after such second anniversary of the Closing Date and prior to the three (3) year anniversary of the Closing Date 1.00% of the outstanding principal balance of the Term Loan and (d) thereafter, no prepayment fee.
Subject to certain customary exceptions, obligations under the Term Loan Credit Agreement are guaranteed by the Company and all of the Company’s current and future wholly-owned material domestic subsidiaries and are secured by a first-priority security interest in substantially all of the assets of the Company and its subsidiary guarantors.
The Term Loan Credit Agreement contains customary representations and affirmative and negative covenants. Among other things, these covenants restrict the Company’s and certain of its subsidiaries’ ability to incur indebtedness, make certain investments, pay dividends or repurchase stock, and make dispositions and acquisitions. In addition, the Term Loan Credit Agreement requires that the Company and its wholly-owned subsidiaries maintain certain total net leverage ratios as set forth in the Term Loan Credit Agreement, an average liquidity amount that shall not be less than $10 million, maximum capital expenditures per year and fixed charge coverage ratios each as set forth in the Term Loan Credit Agreement.
The Term Loan Credit Agreement also contains customary events of default. If an event of default occurs, the Administrative Agent and lenders are entitled to take various actions, including the acceleration of amounts due under the Term Loan Credit Agreement, termination of commitments thereunder and all other actions permitted to be taken by a secured creditor.
In connection with entering into the Term Loan Credit Agreement, we paid $2.2 million in debt issuance costs, all of which were capitalized. During the quarter and year to date ended December 31, 2023, we amortized $0.1 million and $0.3 million of debt issuance costs, respectively, using the effective interest method, which is included in interest expense in the condensed consolidated statement of operations. As of December 31, 2023, we had $24.1 million outstanding under the Credit Agreement. We are currently in compliance with all financial debt covenants.
On February 7, 2024, we repaid in full and terminated the obligations and commitments under the Term Loan Credit Agreement. Refer to Note 15 for additional information related to this transaction.
Former Credit Facility
On August 7, 2019, the Companywe entered into a second amended and restated Revolving Credit Facilityrevolving credit facility agreement (the "Credit"Former Credit Agreement") with JPMorgan Chase Bank, N.A. (“JPMorgan”) that expires in July 2022. The Former Credit Agreement amends and restates that certain amended and restated Revolving Credit Facilityrevolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan. The Former Credit Agreement provides,provided, among other things, for a Revolving Credit Facilityrevolving credit facility in a maximum principal amount $40 million, with possible future increases of up to $20 million under an expansion feature. Borrowings under the credit facility generally bear interest at the Company’sour option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a specified margin ranging from 1.25% to 1.75% or (ii) a prime rate as announced by JP Morgan plus a margin ranging from 0.00% to 0.50%.specified margin. The applicable margin iswas determined based upon the Company’sour consolidated total leverage ratio. On the last day of each calendar quarter, the Company iswe were required to pay a commitment fee of 0.20% per annum in respect of any unused commitments under the credit facility. So long as certain total leverage ratios, EBITDA thresholds and minimum liquidity requirements are met and no default or event of default has occurred or would result, there iswas no limit on the “restricted payments” (primarily distributions and equity repurchases) that the Companywe may make, provided that proceeds of the loans under the Former Credit Agreement may not be used for purposes of making restricted payments.On March 17, 2020,
As disclosed in our Annual Report on Form 10-K for the
Company fully borrowedfiscal year ended December 26, 2021, we subsequently amended the
available capacity of $39.8 million under theFormer Credit Agreement
as a precautionary measure in order to increase its cash positionduring fiscal years 2020 and
preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. In accordance with the terms of the2021. The Former Credit Agreement
the proceeds from these borrowings mayprovides for a revolving credit facility in
the future be used for working capital, general corporate or other permitted purposes.The Credit Agreement was subsequently amended asa maximum principal amount of May 15, 2020$25 million.
On January 28, 2022, we entered into Amendment No. 6 (the “Credit Agreement Amendment”"Sixth Amendment") to the Former Credit Agreement. The Sixth Amendment, among other things, (i) changeextended the maturity date under the Former Credit Agreement
from
JulyJanuary 31,
20222023 to
MarchMay 31,
2022;2023, (ii)
eliminatechanged the
$20.0 million expansion feature;benchmark interest rates under the Former Credit Agreement for borrowings from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) subject to certain adjustments in the Sixth Amendment, (iii)
amendincreased the interest rate
to the Company’s option at either (a) a eurocurrency rate determinedmargin by
reference to the applicable LIBOR rate with a 1.00% floor plus a margin of 5.00% or (b) a prime rate as announced by JP Morgan plus 4.00%; (iv) amend the commitment fee to 1.00% per annum in respect of any unused commitments under the credit facility; (v) implement additional restrictions on restricted payments, acquisitions and other indebtedness; and (vi) implement additional financial covenants. Per the terms of the
Credit Agreement Amendment, the Company repaid $15.0 million of its outstanding borrowing at the signing of the Credit Agreement Amendment, and may re-borrow this $15.0 million when its cash balance held by JP Morgan declines below $28.0 million. Lastly, the Company was required to pay a fee of 1% of the outstanding loan balance after the signing of the Credit Agreement Amendment.
On July 17, 2020, the Company entered into Amendment No. 2 (the “Second Amendment”) to the Credit Agreement to, among other things: (i) revise its financial covenants; (ii) decrease the aggregate amount of loan commitment available under the Credit Agreement from $40.0 million to $30.0 million after March 31, 2021 and (iii) decrease the interest rate to the Company’s option at either (a) a eurocurrency rate determined by reference to the applicable LIBOR rate with a 1.00% floor plus a margin of 4.75% or (b) a prime rate as announced by JP Morgan plus 2.25%. Per the terms of the Second Amendment, the Company repaid $14.5 million of its outstanding borrowing at the signing of the Second Amendment, and may reborrow the entire amount available under the credit facility when its cash balance held by JP Morgan declines below $10.0 million in total.
The Second Amendment includes financial covenants that require the Company to (i) maintain periodic minimum liquidity levels through February 28, 2022 ranging from $15.0 million to $30.0 million and (ii) maintain monthly minimum adjusted EBITDA thresholds for specified computation periods through February 28, 2022 ranging from ($18.0) million to $8.3 million.
On August 19, 2020, the Company entered into Amendment No. 3 to the Credit Agreement to permit the Company to incur indebtedness in the form of a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10.0 million pursuant to the PPP under the CARES Act and (ii) revise financial covenants for the impact of the PPP proceeds.
On November 4, 2020, the Company entered into Amendment No. 4 to the Credit Agreement. The Amendment (i) reduced the periodic minimum liquidity level requirement for the Company through February 28, 2022 from a range of $25.0 million to $37.5 million to a range of $23.0 million to $37.5 million and (ii) adjusted the benchmark replacement rate.
As of December 27, 2020, the Company had $6.3 million outstanding under the Credit Agreement. There were 0 borrowings outstanding as of December 29, 2019. The Company is currently in compliance with all financial debt covenants.
On February 26, 2021, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The Amendment (i) extends the maturity date from March 31, 2022 to January 31, 2023, (ii) decreases the revolving credit commitment from $40 million to $25 million, (iii) increases the interest rate by 5075 basis points with respect to any CBFR Loan (as defined in the Former Credit Agreement), (iv) increasessets the interest rate by 25margin at 600 basis points with respect to any EurodollarTerm Benchmark Loan (as defined in the Former Credit Agreement), (v) amendsamended certain financial covenant testing levels, and (vi) amended the definition of EBITDAsubsidiary to exclude non-cash charges/gains in connection with certain equity interests of the Company, (vi) includes certain borrowing conditions relatingPotbelly Employee Relief Fund NFP, an Illinois not-for-profit corporation.
On May 31, 2022, we entered into Amendment No. 7 (the "Seventh Amendment") to the
Company’s Consolidated Cash Balance, (vii) permitsFormer Credit Agreement. The Seventh Amendment, among other things (i) extended the
Companymaturity date under the Credit Agreement from May 31, 2023 to
repurchase/redeem its equity interests underAugust 31, 2023 and (ii) amended certain
conditions and (viii) revises the minimum monthly EBITDA and Liquidity thresholds the Company must maintain.Paycheck Protection Program Loan
financial covenant testing levels.
On August 10, 2020, PSW, an indirect subsidiary of the Company,September 23, 2022, we entered into a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10.0 millionAmendment No. 8 (the “Loan”"Eighth Amendment"), pursuant to the PPPFormer Credit Agreement. The Eighth Amendment, among other things (i) extended the maturity date under the CARES Act. The Loan was necessaryFormer Credit Agreement from August 31, 2023 to supportDecember 31, 2023 and (ii) amended certain financial covenant testing levels.
As of December 31, 2023, we had no amounts outstanding under the
ongoing operations of the CompanyFormer Credit Agreement due to the
economic uncertainty resulting from the COVID-19 pandemicpayment in full and
lacktermination of
access to alternative sources of liquidity.The Loan is scheduled to mature five years from the date on which PSW applies for loan forgivenessour obligations and commitments under the CARES Act, bears interest at a rateCredit Agreement on February 7, 2023. As of 1% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business AdministrationDecember 25, 2022, we had $8.6 million outstanding under the CARES Act. Former Credit Agreement.
On February 7, 2023, we repaid in full and terminated the obligations and commitments under the Former Credit Agreement.
(10) Franchise Growth Acceleration Initiative
The
PPP provides that the usefollowing is a summary of the
Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company has used allrefranchising activities recorded as a result of the
PPP proceeds toward qualifying expenses and intends to pursue forgiveness of the Loan amount, but it is not able to determine the likelihood or the amount of forgiveness that will be obtained.The Company has recorded the amount of the Loan as long-term debt in its consolidated balance sheet as of December 27, 2020 and related interest has been recorded to interest expense on its consolidated statement of operations forFranchise Growth Acceleration Initiative during the year ended December 27, 2020.31, 2023:
| | | | | | | | | | | |
| December 31, 2023 | | December 25, 2022 |
| Number of shops sold to franchises | 33 | | 0 |
| | | |
| Proceeds from sales of company-operated shops | $ | 6,433 | | | $ | — | |
| Net assets sold | (3,563) | | | — | |
| Goodwill related to the company-operated shops sold to franchisees | (166) | | | — | |
| Gain on sale of company-operated shops, net | 2,705 | | | — | |
| | | |
| Adjustment to recognize held-for-sale assets at fair value | (503) | | | — | |
Other expenses(a) | (60) | | | — | |
| Gain on Franchise Growth Acceleration Initiative activities | $ | 2,142 | | | $ | — | |
(10) Restructuring
On November 3, 2020, as part of(a)These costs primarily include professional service fees and travel expenses incurred to execute the Company’s COVID-related cost reduction efforts and to better align the Company’s general and administrative expenses with future strategy, we made the determination to reorganize and restructure the Company’s corporate team.refranchising transaction The Company expects that this restructuring plan will result in annual general and administrative expense savings of $3.5 to $4.0 million. This was accomplished through corporate expense optimization, consolidating our shop support services, and through other expense and staff reductions. As a result, we reduced corporate employment levels by approximately 35 employees in
the fourth quarter of 2020. The restructuring charges recognized in the fourth quarter of 2020 consist primarily of one-time termination benefits to employees. The Company substantially completed its planned restructuring actions during 2020, but we will continue to evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of our ongoing strategy. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.
The accrued restructuring balances as of December 27, 2020 represent expected future cash payments required to satisfy our remaining obligations, which are expected to be paid throughout 2021.
| | Total | |
| | (Thousands) | |
Balance as of December 29, 2019 | | $ | — | |
Charges incurred | | | 1,667 | |
Payments made | | | (178 | ) |
Balance as of December 27, 2020 | | $ | 1,489 | |
(11) Capital Stock
As of December
27, 202031, 2023 and December
29, 2019, the Company25, 2022, we had authorized an aggregate of
210,000 thousand210 million shares of capital stock, of which
200,000 thousand200 million shares were designated as common stock and
10,000 thousand10 million shares were designated as preferred stock. As of December
27, 2020, the Company31, 2023, we had issued and outstanding
33,935 thousand38.7 million and
24,323 thousand29.4 million shares of common stock, respectively. As of December
29, 2019, the Company25, 2022, we had issued and outstanding
33,103 thousand38.7 million and
23,638 thousand28.8 million shares of common stock, respectively.
Common Stock
As of December 27, 2020, each share of common stock has the same relative rights and was identical in all respects to each other share of common stock. Each holder of shares of common stock is entitled to one vote for each share held by such holder at all meetings of stockholders.
On May 8, 2018, the Companywe announced that itsour Board of Directors authorized a stock repurchase program for up to $65.0 million of its outstanding common stock. The program permits the Company,us, from time to time, to purchase shares in the open market (including
(including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended) or in privately negotiated transactions. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions, SEC requirements and other factors. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors.
The CompanyWe did
0tnot repurchase any shares of
its commonsour common stock during
2020. In light of the COVID-19 pandemic, the Company does2023. We do not have plans to repurchase any common stock under its stock repurchase program at this time.
During the fiscal year 2019, the Company repurchased 648 thousand shares of its common stock for approximately $4.2 million under the stock repurchase program. As of December
27, 2020,31, 2023, the remaining dollar value of authorization under the share repurchase program was $37.9 million, which includes commission. Repurchased shares are included as treasury stock in the consolidated balance sheets and the consolidated statements of equity.
On February 9, 2021, we closed on a Securities Purchase Agreement (the “SPA”) for the sale by us of 3,249,668 shares of our common stock at a par value of $0.01 per share and the issuance of warrants to purchase 1,299,861 shares of common stock at an exercise price of $5.45 per warrant for gross proceeds of $16.0 million, before deducting placement agent fees and offering expenses of approximately $1.0 million. The warrants are initially exercisable commencing August 13, 2021 through their expiration date of August 12, 2026. The proceeds received from the SPA were allocated between shares and warrants based on their relative fair values at closing. The warrants were valued utilizing the Black-Scholes method. In fiscal year 2023, 176,272 warrants were exercised at the exercise price of $5.45 per warrant. As of December 31, 2023, we had 1,123,589 warrants outstanding that are exercisable through August 12, 2026.
On November 3, 2021, we entered into a certain Equity Sales Agreement (the “Sales Agreement”) with William Blair & Company, L.L.C., as agent (“William Blair”) pursuant to which we may sell shares of our common stock having an aggregate offering price of up to $40.0 million (the “Shares”), from time to time, in our sole discretion, through an “at the market” equity offering program under which William Blair will act as sales agent. As of March 8, 2024, we have not sold any shares under the sales agreement.
(12) Employee Benefit Plan
The Company sponsors
We sponsor a 401(k) profit sharing plan for all employees who are eligible based upon age and length of service.
The CompanyWe made matching contributions of
$0.2$0.6 million,
$0.5$0.9 million, and
$0.4$0.3 million for fiscal years
2020, 20192023, 2022 and
2018, respectively.2021, respectively, which are recorded in labor and related expenses and general and administrative expenses in the consolidated statement of operations.
(13) Stock-Based Compensation
Stock-Based Compensation Granted Under the 2019 Long-Term Incentive Plan
Stock options and restricted stock units are awarded under the 2019 Long-Term Incentive Plan (the “2019 Plan”) to eligible employees and certain non-employee members of the Board of Directors.Directors. The 2019 Plan gives broad powers to the Company’sour Board of Directors to administer and interpret the 2019 Plan, including the authority to select the individuals to be granted equity awards and rights and to prescribe the particular form and conditions of each equity award to be granted.
On May 16, 2019, the Company’sour stockholders approved the 2019 Plan and, in connection therewith, all equity awards made after that date were made under the 2019 Plan. On June 10, 2019, the Companywe registered 1,200 thousand1.2 million shares of itsour common stock reserved for issuance under the 2019 Plan. The Amended and Restated 2013 Long-Term Incentive Plan (the “2013 Plan”) had 626 thousand0.6 million remaining shares of common stock reserved for issuance, which are available for issuance under the 2019 Plan and no future awards will be made under the 2013 Plan. On June 24, 2020 and May 18, 2023, the 2019 Plan was amended and restated effective to increase the number of shares of common stock authorized for issuance by 900 thousand0.9 million and 1.1 million shares, respectively, for a total of 2,100 thousand3.2 million shares. As of December 27, 2020,31, 2023, there have been 2,908 thousand6.5 million shares of restricted stock units and performance stock units granted under the 2019 Plan. There were 0 options or shares of common stock granted in 2020 or 2019 under the 2019 Plan. As of December 27, 2020,31, 2023, there are 2,068 thousand1.4 million shares reserved for future issuance.
Under the Plans, the number of shares and exercise price of each option are determined by the committee designated by the Company’sour Board of Directors. The options granted are generally exercisable within a 10-year period from the date of grant. The company awardsWe award options to certain employees including the senior leadership team. Options outstanding expire on various dates through the year 2028. The range of exercise prices for options outstanding as of December 27, 202031, 2023 is $7.22$10.59 to $20.53 per option, and the options generally vest in one-fourth and one-fifth increments over four and five-yearfive-year periods, respectively. A summary of stock option activity is as follows:
Options | | Shares (Thousands) | | | Weighted Average Exercise Price | | | Aggregate Intrinsic Value (Thousands) | | | Weighted Average Remaining Term (Years) | |
Outstanding—December 31, 2017 | | | 3,309 | | | $ | 10.71 | | | $ | 7,699 | | | | 4.90 | |
Granted | | | 203 | | | | 11.27 | | | | | | | | | |
Exercised | | | (993 | ) | | | 8.30 | | | | | | | | | |
Canceled | | | (369 | ) | | | 13.63 | | | | | | | | | |
Outstanding—December 30, 2018 | | | 2,150 | | | $ | 11.49 | | | $ | 378 | | | | 5.13 | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | (22 | ) | | | 7.93 | | | | | | | | | |
Canceled | | | (354 | ) | | | 12.45 | | | | | | | | | |
Outstanding—December 29, 2019 | | | 1,774 | | | $ | 11.34 | | | $ | — | | | | 4.33 | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | — | | | | — | | | | | | | | | |
Canceled | | | (541 | ) | | | 12.84 | | | | | | | | | |
Outstanding—December 27, 2020 | | | 1,233 | | | $ | 10.68 | | | $ | — | | | | 2.49 | |
Exercisable—December 27, 2020 | | | 1,217 | | | $ | 10.65 | | | $ | — | | | | 2.43 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | Shares (Thousands) | | Weighted
Average
Exercise
Price | | Aggregate
Intrinsic
Value
(Thousands) | | Weighted
Average
Remaining
Term
(Years) |
| Outstanding—December 27, 2020 | | 1,233 | | | $ | 10.68 | | | $ | — | | | 2.49 |
| Granted | | — | | | — | | | | | |
| Exercised | | (31) | | | 7.24 | | | | | |
| Canceled | | (664) | | | 9.75 | | | | | |
| Outstanding—December 26, 2021 | | 538 | | | $ | 12.03 | | | $ | — | | | 2.35 |
| Granted | | — | | | — | | | | | |
| Exercised | | — | | | — | | | | | |
| Canceled | | (65) | | | 10.65 | | | | | |
| Outstanding—December 25, 2022 | | 473 | | | $ | 12.22 | | | $ | — | | | 1.46 |
| Granted | | — | | | — | | | | | |
| Exercised | | — | | | — | | | | | |
| Canceled | | (351) | | | 11.70 | | | | | |
| Outstanding—December 31, 2023 | | 122 | | | $ | 13.71 | | | $ | — | | | 1.44 |
| Exercisable—December 31, 2023 | | 122 | | | $ | 13.71 | | | $ | — | | | 1.44 |
There were no stock option grants in
2020 and 2019. The following table reflects the average assumptions utilized in the Black-Scholes option-pricing model to value the options granted for 2018:2023, 2022, or 2021. | | | | | | 2018 | |
Risk-free interest rate | | | | | | | | 3.0 | % |
Expected life (years) | | | | | | | | 6.25 | |
Expected dividend yield | | | | | | | | 0 | |
Volatility | | | | | | | | 35.0 | % |
Weighted average grant date fair value | | | | | | | $ | 4.52 | |
The risk-free rate is based on U.S. Treasury rates in effect at the time of the grant with a similar duration of the expected life of the options. The expected life of options granted is derived from the average of the vesting period and the term of the option. The Company has not paid dividends to date (with exception to the one-time dividend paid to stockholders prior to the initial public offering) and does not plan to pay dividends in the near future.
Stock-based compensation related to stock options is measured at the grant date based on the calculated fair value of the award, and is recognized as 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 years ended December 27, 2020, December 29, 201931, 2023 and December 30, 2018, the Company recognized stock-based25, 2022, we did not recognize any stock based compensation expense related tofor stock options of $0.1 million, $0.8 million and $1.4 million, respectively. The Company records stock-based compensation expense within general and administrative expenses in the consolidated statements of operations.options. As of December 27, 2020,31, 2023, we do not have unrecognized stock-based compensation expense related to stock options was $0.1 million, which will be recognized through fiscal year 2022.
options.
Restricted stock units
The Company awards restricted stock units (“RSUs”)
We award RSUs to certain employees of the Company and certain non-employee members of itsour Board of Directors. TheGrants of RSUs to our Board of Director grants have a vesting schedule of 50%Directors fully vest on the first anniversary of the grant date, and 50%or upon termination from the Board of Directors for any reason other than for cause, a pro rata portion of the shares vest on the second anniversary of the granttermination date. The employee grants generally vest in one-third increments over a three-year period.
A summary of RSU activity is as follows:
RSUs | | | Number of RSUs (Thousands) | | | Weighted Average Fair Value per Share | |
Non-vested as of December 31, 2017 | | | | 267 | | | $ | 11.79 | |
Granted | | | | 131 | | | | 12.12 | |
Vested | | | | (121 | ) | | | 11.92 | |
Canceled | | | | (30 | ) | | | 11.05 | |
Non-vested as of December 30, 2018 | | | | 247 | | | $ | 11.99 | |
Granted | | | | 402 | | | | 6.47 | |
Vested | | | | (135 | ) | | | 11.94 | |
Canceled | | | | (51 | ) | | | 8.48 | |
Non-vested as of December 29, 2019 | | | | 463 | | | $ | 7.59 | |
Granted | | | | 1,604 | | | | 2.79 | |
Vested | | | | (231 | ) | | | 2.87 | |
Canceled | | | | (842 | ) | | | 3.65 | |
Non-vested as of December 27, 2020 | | | | 994 | | | $ | 3.35 | |
| | | | | | | | | | | | | | |
| RSUs | | Number of RSUs (Thousands) | | Weighted Average
Fair Value per Share |
| Non-vested as of December 27, 2020 | | 994 | | | $ | 3.35 | |
| Granted | | 649 | | | 6.16 | |
| Vested | | (479) | | | 7.05 | |
| Canceled | | (13) | | | 3.50 | |
| Non-vested as of December 26, 2021 | | 1,151 | | | $ | 4.87 | |
| Granted | | 498 | | | 6.11 | |
| Vested | | (693) | | | 5.77 | |
| Canceled | | (48) | | | 5.90 | |
| Non-vested as of December 25, 2022 | | 908 | | | $ | 4.25 | |
| Granted | | 612 | | | 7.46 | |
| Vested | | (630) | | | 5.63 | |
| Canceled | | (89) | | | 6.98 | |
| Non-vested as of December 31, 2023 | | 801 | | | $ | 7.18 | |
For the years ended December
27, 2020,31, 2023, December
29, 201925, 2022 and December
30, 2018, the Company26, 2021, we recognized stock-based compensation expense related to RSUs of
$1.5$4.2 million,
$1.5$2.7 million and
$1.5$1.6 million, respectively. As of December
27, 2020,31, 2023, unrecognized stock-based compensation expense for RSUs was
$1.3$4.2 million, which will be recognized though fiscal year
2023.2026.
Performance stock units
The Company awards performance share units (“PSUs”)
We award PSUs to certain employees. The PSUs have certain vesting conditions based upon
the Company’s financial performance or the Company’sour stock
price.The Company previously grantedprice and relative stock performance.
Because these PSUs
that are subject to service and performance vesting conditions. The PSUs will vest based on the Company’s achievement of certain targets related to adjusted EBITDA and same store sales goals. The quantity of shares that will vest ranges from 0% to 200% of the targeted number of shares. If the defined minimum targets are not met, then no shares will vest. For the year ended December 27, 2020, 0 expense was recognized related to PSUs with performance vesting conditions. These shares were not presented in the PSU table below given they are not expected to vest.
In 2020, the Company granted PSUs with multiple tranches that are subject to service and market vesting conditions. Theconditions, we determine the fair market value was establishedof each grant using a Monte Carlo simulation model. Participants are entitled to receive a specified number of shares of the Company’sour common stock contingent on the Company’s achievement of a stock return on the Company’sour common stock. The PSUs may vest during a performance period of five years. Compensation expense for these awards is being amortized over an average expected service period or earlier based on when each tranche’s vesting conditions are met. For the yearyears ended December 27, 2020, the Company31, 2023, December 25, 2022 and December 26, 2021, we recognized stock-based compensation expense forrelated to PSUs with market vesting conditions of $0.9 million.
$1.3 million, $0.6 million and $0.5 million, respectively.
A summary of activity for PSUs with market vesting conditions is as follows:
| PSUs | | | Number of PSUs (Thousands) | | | Weighted Average Fair Value per Share | | PSUs | | Number of PSUs
(Thousands) | | Weighted Average
Fair Value per Share |
Non-vested as of December 29, 2019 | | | | — | | | $ | — | |
| Non-Vested as of December 26, 2021 | |
Granted | | | | 1,475 | | | | 1.43 | |
Vested | | | | (501 | ) | | | 4.45 | |
Canceled | | | | (472 | ) | | | 1.50 | |
Non-vested as of December 27, 2020 | | | | 502 | | | $ | 1.38 | |
| Non-vested as of December 25, 2022 | |
| Granted | | Granted | | 297 | | | 9.45 |
| Vested | |
| Canceled | |
| Non-vested as of December 31, 2023 | |
(14)
Quarterly Financial Data (Unaudited)The unaudited quarterly information includes all normal recurring adjustments that the Company considers necessary for the fair presentation of the information shown below. The Company’s quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, the financial results for any quarter may not be indicative of the results for any future period.
The following table presents selected unaudited quarterly financial data for periods indicated (in thousands, except per share data):
| | Fiscal Year 2020 | |
| | March 29 | | | June 28 | | | September 27 | | | December 27 | |
Total revenues | | $ | 87,590 | | | $ | 56,162 | | | $ | 72,663 | | | $ | 74,866 | |
Loss from operations | | | (16,985 | ) | | | (21,887 | ) | | | (16,138 | ) | | | (16,122 | ) |
Net loss attributable to Potbelly Corporation | | | (13,336 | ) | | | (22,216 | ) | | | (13,412 | ) | | | (16,427 | ) |
Loss per share attributable to common stockholders-basic | | | (0.56 | ) | | | (0.93 | ) | | | (0.56 | ) | | | (0.68 | ) |
Loss per share attributable to common stockholders-diluted | | | (0.56 | ) | | | (0.93 | ) | | | (0.56 | ) | | | (0.68 | ) |
| | Fiscal Year 2019 | |
| | March 31 | | | June 30 | | | September 29 | | | December 29 | |
Total revenues | | $ | 98,087 | | | $ | 105,630 | | | $ | 104,238 | | | $ | 101,752 | |
Income (loss) from operations | | | (4,723 | ) | | | (1,468 | ) | | | (2,143 | ) | | | (862 | ) |
Loss attributable to Potbelly Corporation | | | (18,439 | ) | | | (1,866 | ) | | | (2,355 | ) | | | (1,332 | ) |
Loss per share attributable to common stockholders-basic | | | (0.76 | ) | | | (0.08 | ) | | | (0.10 | ) | | | (0.06 | ) |
Loss per share attributable to common stockholders-diluted | | | (0.76 | ) | | | (0.08 | ) | | | (0.10 | ) | | | (0.06 | ) |
(15) Commitments and Contingencies
The Company is
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. The Company accruesWe accrue for such liabilities
when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date,
the Company’sour estimates of the outcomes of these matters and its experience in contesting, litigating and settling other similar matters. In the opinion of management, the amount of ultimate liability with respect to those actions should not have a material adverse impact on
the Company’sour financial position or results of operations and cash flows.
Many of the food products
the Company purchaseswe purchase are subject to changes in the price and availability of food commodities, including, among other things, beef, poultry, grains, dairy and produce.
The Company worksWe work with
itsour suppliers and uses a mix of forward pricing protocols for certain items including agreements with its supplier on fixed prices for deliveries at a time in the future and agreements on a fixed price with
itsour supplier for the duration of those protocols.
The CompanyWe also
utilizesutilize formula pricing protocols under which the prices
the Company payswe pay are based on a specified formula related to the prices of the goods, such as spot prices.
The Company’sOur use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically twelve months or less). Such contracts are used in the normal purchases of
the Company’sour food products and not for speculative purposes, and as such are not required to be evaluated as derivative instruments.
(16) Related Party Transactions
(15) Subsequent Events
Settlement
On May 10, 2020,January 2, 2024, we executed a settlement agreement with a third-party software provider. The third-party provider was subject to a ransomware incident in the Companysecond quarter of 2023. The incident impacted the efficiency of our shop operations but did not have an impact on our financial reporting nor resulted in the exposure of any of our data. The settlement is expected to result in a gain of approximately $1.1 million in our consolidated statement of operations for the first quarter of 2024.
Revolving Facility
On February 7, 2024, Potbelly Sandwich Works, LLC (the “Borrower”) entered into a Settlement Agreementcredit agreement (the “Settlement“Credit Agreement”) with Intrinsic Investment Holdings, LLC,Wintrust Bank, N.A. as administrative agent (the “Agent”), the Vann A. Avedisian Trust U/A 8/29/85, Vann A. Avedisian, KGT Investments, LLC,other loan parties party thereto and the lenders party thereto. The Khimji Foundation, Mahmood Khimji, Bryant L. KeilCredit Agreement provides for a revolving loan facility with an aggregate commitment of $30,000,000 (the “Revolving Facility”, the commitments thereunder, the “Revolving Commitments”). Concurrently with entry into the Credit Agreement, we repaid in full and Neil Luthra (the foregoing, collectivelyterminated the obligations and commitments of the lenders under our existing Term Loan. Proceeds from the Revolving Facility will be used for general corporate and working capital purposes.
The Revolving Commitments expire on February 7, 2027.
Loans under the Credit Agreement will initially bear interest, at our option, at either one-month term SOFR or the base rate plus, in each case, an applicable rate per annum, based upon the Consolidated Adjusted Leverage Ratio (as defined in the Credit Agreement). The applicable rate may vary between 3.75% and 2.75% with each of their respective affiliates,respect to borrowings which are based upon the “Vann Group”). In connectionone-month term SOFR and between 2.25% and 1.25% with respect to borrowings which are based upon the base rate. Initially, the applicable rate with respect to one-month term SOFR borrowings is 3.25% and the applicable rate with respect to base rate borrowings is 1.75% until the Agent receives a compliance certificate for the fiscal quarter ending on March 31, 2024.
We may prepay the Revolving Commitments at any time and from time to time in whole or in part without premium or penalty, subject to prior notice in accordance with the SettlementCredit Agreement.
Subject to certain customary exceptions, obligations under the Credit Agreement
with the Vann Group,are guaranteed by the Company
issued 130,000 shares of common stock (including 41,311 shares issued to the Vann A. Avedisian Trust U/A 8/29/85, 43,571 shares issued to KGT Investments, LLC and
45,118 shares issued to The Khimji Foundation) to reimburse the Vann Group for its documented out-of-pocket costs, fees and expenses incurred in connection with the Settlement Agreement. The Company recorded expense of $0.4 million within general and administrative expenses related to the issuance of these shares. Based on a report of Schedule 13D filed by the Vann Group on August 17, 2020, the Vann Group beneficially owns 2.69% of the common stock of the Company.(17) Subsequent Events
Securities Purchase Agreement
On February 9, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited Purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement an aggregate of (i) 3,249,668 shares (the “Shares”)all of the Company’s commoncurrent and future wholly-owned material domestic subsidiaries and are secured by a first-priority security interest in substantially all of the assets of the Company and its subsidiary guarantors.
The Credit Agreement contains customary representations and affirmative and negative covenants. Among other things, these covenants restrict our ability to incur certain indebtedness and liens, undergo certain mergers, consolidations and certain other fundamental changes, make certain investments, make certain dispositions and acquisitions, enter into sale and leaseback transactions, enter into certain swap transactions, make certain restricted payments (including certain payment of dividends, repurchases of stock
par value $0.01 per share (the “Common Stock”) and
(ii) warrants (the “Warrants”)payments on certain indebtedness), engage in certain transactions with affiliates, enter into certain types of restricted agreements, make certain changes to
purchase an aggregate of 1,299,861 shares of common stock, for an aggregate purchase price of $15.9 million (the “Offering”). The Warrants will be exercisable at an exercise price of $5.45 per share at any time on or after August 13, 2021its organizational documents and
willindebtedness, and
expire five years fromuse the
date of issuance. The Warrants will be exercisable by net exercise.The Offering closed on February 12, 2021. The Company received aggregate gross proceeds of approximately $15.9 million, before deducting placement agent feesthe Revolving Commitments for certain non-permitted uses. In addition, the Credit
Agreement requires that we maintain compliance with certain minimum fixed charge coverage ratios and offering expensesmaximum consolidated leverage ratios as set forth in the Credit Agreement.
The Credit Agreement also contains customary events of
approximately $1 million,default. If an event of default occurs, the Agent and
excludinglenders are entitled to take various actions, including the
exerciseacceleration of
any warrants.Credit Facility
A Fifth Amendment toamounts due under the Credit Agreement, was entered into astermination of February 26, 2021. See Note 9 for further details.
commitments thereunder and all other actions permitted to be taken by a secured creditor.
As a result of repaying and terminating the Term Loan, we expect to recognize a loss on extinguishment of debt of approximately $2 to $3 million in the first quarter of 2024.
ITEM 9.
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A.
|
ITEM 9A. CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (as the principal executive officer and person performing functions similar to that of the principal 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 December
27, 2020.31, 2023. Based upon that evaluation, we have concluded that, as of December
27, 2020,31, 2023, 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, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management, including our Chief Executive Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed 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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December
27, 2020.31, 2023. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that, as of December
27, 2020,31, 2023, our internal control over financial reporting was effective, at a reasonable assurance level.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting.
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 December
27, 202031, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
| OTHER INFORMATION
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Potbelly Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Potbelly Corporation and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 8, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Chicago, Illinois
March 8, 2024
ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2023 no director or officer of Potbelly adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement," as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 10.
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Except as set forth below, the information required by this item will be contained in Potbelly’s definitive proxy statement for the
20212024 Annual Meeting (our “Proxy Statement”) and is incorporated herein by reference.
Potbelly has adopted an ethics code of conduct applicable to the directors, officers and employees. A copy of that code is available on
the Company’sour corporate website at www.potbelly.com, which does not form a part of this Annual Report on Form 10-K. Any amendments to such code, or any waivers of its requirements, will be posted on our website.
ITEM 11.
| ITEM 11. EXECUTIVE COMPENSATION
|
The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference.
ITEM 12.
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Except as set forth below, the information required by this item will be contained in Potbelly’s Proxy Statement and is incorporated herein by reference.
Equity Compensation Plan Information
The following table presents certain information related to Potbelly’s equity incentive plans under which the equity securities are authorized for issuance as of December 27, 202031, 2023 (shares in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | (a) | | (b) | | (c) | |
| Plan Category | | Number of Securities to
be issued upon exercise
of outstanding options,
warrants and rights | | Weighted-average
exercise price of
outstanding options,
warrants and rights | | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) | |
Equity compensation plans approved by security holders (1) | | 122 | | | $ | 13.71 | | | 1,401 | | (2) |
| Equity compensation plans not approved by security holders | | — | | | — | | | — | | |
| Total | | 122 | | | $ | 13.71 | | | 1,401 | | |
| | (a) | | | (b) | | | (c) | | |
Plan Category | | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |
Equity compensation plans approved by security holders (1) | | | 1,233 | | | $ | 10.68 | | | | 2,068 | | (2) |
Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | | |
Total | | | 1,233 | | | $ | 10.68 | | | | 2,068 | | |
(1) | Consists of the 2004 Equity Incentive Plan, the 2013 Long-Term Incentive Plan and the 2019 Long-Term Incentive Plan. No further awards may be made under the 2004 Equity Incentive Plan or the 2013 Long-Term Incentive Plan. All remaining shares of common stock reserved for issuance under the 2013 Plan are available for issuance under the 2019 Plan. |
(2) | The total amount reported consists only of shares available for future issuance under the 2019 Long-Term Incentive Plan, which may be issued in connection with awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. |
ITEM 13.
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
The information required by this item will be contained in Potbelly’s Proxy Statement and is incorporated herein by reference.
ITEM 14.
| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
The information required by this item will be contained in Potbelly’s Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15.
| ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(1) The financial statements filed as part of this Annual Report on Form 10-K are listed in the index to the financial statements.
(2) Any financial statement schedules required to be filed as part of this Annual Report on Form 10-K are set forth in section (c) below.
See the Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporate by reference.
(c) Financial Statement Schedules
No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.
| | | | | | | | |
| Exhibit
Number
| | Description of Exhibit |
| | |
3.1 | | |
| | |
3.2 | | |
| | |
| 4.1 | | |
| 4.1
| |
| 4.2 | | |
| | |
10.1 | | |
| | |
10.2 | | |
| | |
10.3 | | |
| | |
10.3A | | |
| | |
| 10.3B | | |
| | |
| 10.4 | | |
| | |
10.5 | | Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, (filed as Exhibit 10.1 to Form 10-Q (File No. 001-36104) filed August 8, 2019 and incorporated herein by reference).. |
| | |
10.5A | | Amendment No. 1, dated May 15, 2020, to the Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (filed as Exhibit 10.1 to Form 10-Q (File No. 001-36104) filed May 18, 2020 and incorporated herein by reference). |
| | |
10.5B | | Amendment No. 2, dated July 17, 2020, to the Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (filed as Exhibit 10.2 to Form 10-Q (File No. 001-36104) filed August 5, 2020 and incorporated herein by reference). |
| | |
| 10.5C | | Amendment No. 3, dated August 19, 2020, to the Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed August 21, 2020 and incorporated herein by reference). |
| 10.5D
| |
| | | | | | | | |
Exhibit
Number | | Description of Exhibit |
| 10.5D | | Amendment No. 4, dated November 4, 2020, to the Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed November 9, 2020 and incorporated herein by reference). |
| | |
| 10.5E | | Amendment No. 5, dated February 26, 2021, to the Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger.Arranger (filed as Exhibit 10.1 to Form 10-Q (File No. 001-36104) filed May 6, 2021 and incorporated herein by reference). |
Exhibit
Number
| | Description of Exhibit
|
| | |
| 10.5F | | Amendment No. 6, dated January 28, 2022, to the Second Amended and Restated Credit Agreement dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger(filed as Exhibit 10.5F to Form 10-K (File No. 001-36104) filed March 12, 2022 and incorporated herein by reference). |
| 10.6
| |
| 10.5G | | Form of Securities PurchaseAmendment No. 7 dated May 31, 2022, to the Second Amended and Restated Credit Agreement dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger(filed as Exhibit 10.1 to Form 10-Q (File No. 001-36104) filed June 26, 2022 and incorporated herein by reference). |
| | |
| 10.5H | | Amendment No. 8 dated September 23, 2022, to the Second Amended and Restated Credit Agreement dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (filed as Exhibit 10.1 to Form 10-Q (File No. 001-36104) filed September 25, 2022 and incorporated herein by reference). |
| | |
| 10.6 | | Credit and Guaranty Agreement, dated as of February 9, 2021, by and7, 2023, among Potbelly Corporation, the Companyother loan parties named therein, Sagard Holdings Manager LP, as administrative agent, and the persons party theretolenders set forth therein (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed February 10, 20212022 and incorporated herein by reference). |
| | |
| 10.7 | | Credit and Guaranty Agreement, dated as of February 7, 2024, among Potbelly Sandwich Works, LLC, the other loan parties named therein, Wintrust Bank, N.A., as administrative agent, and the lenders set forth therein and filed Feburuary 12, 2024 and incorporated herein by reference. |
| 10.7
| |
| 10.8 | | |
| | |
| 10.9 | | |
| 10.8
| |
| 10.10 | | |
| | |
10.9
10.11 | | |
| | |
10.10
| | First Amendment of Executive Employment Agreement between Potbelly Corporation and Alan Johnson dated May 14, 2018 (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed May 14, 2018 and incorporated herein by reference). †
|
10.11
| | Executive Employment Agreement, dated July 25, 2013, between Potbelly Corporation and Matthew Revord (filed as Exhibit 10.5 to Form 10-K (File No. 001-36104) filed February 22, 2017 and incorporated herein by reference) †
|
10.12
| | Amendment to Executive Employment Agreement, dated April 22, 2015, between Potbelly Corporation and Matthew Revord (filed as Exhibit 10.6 to Form 10-K (File No. 001-36104) filed February 22, 2017 and incorporated herein by reference) †
|
10.13
| | Retention Agreement between Potbelly Corporation and Matthew Revord, dated July 17, 2017 (filed as Exhibit 10.3 to Form 8-K (File No. 001-36104) filed July 18, 2017 and incorporated herein by reference) †
|
| | |
10.14
| | Executive Employment Agreement, dated May 11, 2018, effective June 4, 2018, between Potbelly Corporation and Brandon Rhoten (filed as Exhibit 10.11 to Form 10-K (File No. 001-36104) filed February 27, 2020 and incorporated reference herein).†
|
| | |
10.15
| | Executive Employment Agreement, dated May 1, 2015, between Potbelly Corporation and Julie Younglove-Webb (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed May 4, 2015 and incorporated herein by reference) †
|
| | |
10.16
| | Retention Agreement between Potbelly Corporation and Julie Younglove-Webb, dated July 17, 2017 (filed as Exhibit 10.4 to Form 8-K (File No. 001-36104) filed July 18, 2017 and incorporated herein by reference) †
|
| | |
10.17
| | Executive Employment Agreement, dated April 6, 2020, between Potbelly Corporation and Steve Cirulis (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed April 13, 2020 and incorporated herein by reference). † |
| | |
| | | | | | | | |
Exhibit
Number | | Description of Exhibit |
10.18
10.12 | | |
| | |
10.19
10.13 | | |
| | |
10.20
10.14 | | |
| | |
10.21
10.15 | | |
| | |
10.22
10.16 | | |
| | |
10.23
| | Agreement and General Release, dated December 4, 2020, between Potbelly Corporation and Brandon Rhoten †
|
| | |
10.24
| | Agreement and General Release, dated December 18, 2020, between Potbelly Corporation and Matthew Revord †
|
| | |
10.25
| | Settlement Agreement, dated October 2, 2017, between Potbelly Corporation, Ancora Advisors, LLC, Ancora Catalyst Fund LP, Merlin Partners LP and Frederick DiSanto (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed October 5, 2017 and incorporated herein by reference).
|
| | |
10.26
| | Settlement Agreement, dated April 12, 2018, between Potbelly Corporation, Privet Fund LP, Privet Fund Management LLC, Ryan Levenson and Ben Rosenzweig (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed April 13, 2018 and incorporated herein by reference).
|
| | |
Exhibit
Number
| | Description of Exhibit
|
| | |
10.27
| | Settlement Agreement, by and among Potbelly Corporation, Intrinsic Investment Holdings, LLC, the Vann A. Avedisian Trust U/A 8/29/85, Vann A. Avedisian, KGT Investments, LLC, The Khimji Foundation, Mahmood Khimji, Bryant L. Keil, Neil Luthra, David J. Near and Todd W. Smith, dated May 10, 2020 (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed May 11, 2020 and incorporated herein by reference).
|
| | |
10.28
| | Promissory Note, effective as of August 7, 2020, between Potbelly Sandwich Works, LLC and Harvest Small Business Finance, LLC (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed August 14, 2020 and incorporated by reference herein.)
|
| | |
10.29
| | Form of stock option agreement for grants during year 2011 for named executive officers pursuant to 2004 Equity Incentive Plan (filed as Exhibit 10.11 to Form S-1(File No. 333-190893) filed August 29, 2013 and incorporated herein by reference) †
|
| | |
10.30
| | Form of stock option agreement for grants for non-employee directors pursuant to 2004 Equity Incentive Plan (filed as Exhibit 10.13 to Form S-1 (File No. 333-190893) filed August 29, 2013 and incorporated herein by reference). † |
| | |
10.31
10.17 | | |
| | |
10.32
10.18 | | |
| | |
10.33
| | Form of Director Restricted Stock Unit Award Agreement for non-employee directors pursuant to 2013 Long-Term Incentive Plan (filed as Exhibit 10.16 to Form 10-K (File No. 001-36104) filed February 22, 2017 and incorporated herein by reference)
|
10.34
| | Form of Restricted Stock Unit Award Agreement pursuant to 2019 Long-Term Incentive Plan, As Amended and Restated (filed as Annex A to the Definitive Proxy Statement (File No. 001-36104) filed May 20, 2020 and incorporated herein by reference) |
| | |
10.35
10.19 | | |
| | |
10.36
10.20 | | |
| | |
10.37
10.21 | | |
| 21.1
| |
| 10.22 | | |
| | |
| 10.23 | | |
| | |
| 21.1 | | |
| | |
23.1 | | |
| | |
24.1 | | |
| | |
31.1 | | |
| | |
31.2 | | |
| | |
32.1 | | |
| | |
32.2 | | |
| | |
| 97 | | |
| 101.INS
| |
| | | | | | | | |
Exhibit
Number | | Description of Exhibit |
| 101.INS | | XBRL Instance Document |
| | |
101.SCH | | XBRL Taxonomy Extension Schema |
| | |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase |
| | |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase |
| | |
101.LAB | | XBRL Taxonomy Extension Label Linkbase |
| | |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase |
Exhibit
Number
| | Description of Exhibit
|
| | |
| | |
† | | Management contract or compensatory plan |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Potbelly Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| | POTBELLY CORPORATION |
| | POTBELLY CORPORATION
| |
| Dated: | March 8, 2024 | | /s/ Robert D. Wright |
| | | Robert D. Wright |
| | | Chief Executive Officer and President |
| | | |
| Dated: | March 12, 20218, 2024 | | /s/ Steven Cirulis |
| | | Steven Cirulis |
| | By:
| Chief Financial Officer March 12, 2021
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Wright and Adiya Dixon and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | Title | | | Date |
| Signature
| | Title
| Date
|
| | |
/s/ Robert D. Wright Robert Wright
| | Chief Executive Officer and President; Director (Principal Executive Officer) | | March 12, 2021 8, 2024 |
Robert D. Wright | | |
| | | | |
| /s/ Steven Cirulis Steven Cirulis
| | Senior Vice President, Chief Financial Officer, Chief Strategy Officer
(Principal Financial Officer, Principal Accounting Officer)
| | March 12, 20218, 2024 |
| Steven Cirulis | | |
| | | | |
| /s/ Joseph Boehm Joseph Boehm
| | Director | | Director
| March 12, 2021 8, 2024 |
| Joseph Boehm | | |
| | | | |
| /s/ Adrian Butler Adrian Butler
| | Director | | Director
| March 12, 2021 8, 2024 |
| Adrian Butler | | |
| | | | |
| /s/ David T. Pearson | | Director | | March 8, 2024 |
/s/ Marla Gottschalk
Marla Gottschalk
David T. Pearson | | | Director
| March 12, 2021
|
| | | | |
/s/ David Head David Head
| | Director | | Director
| March 12, 2021 8, 2024 |
| David Head | | |
| | | | |
| /s/ David Near David Near
| | Director | | Director
| March 12, 2021 8, 2024 |
David Near | | |
| | | | |
/s/ Ben RosenzweigBen Rosenzweig
Jill Sutton | | Director | | March 12, 20218, 2024 |
Jill Sutton | | |
| | | | |
/s/ Vann Avedisian | | Director | | March 8, 2024 |
| Vann Avedisian | | |
| | | | |
| /s/ Todd W. Smith | | Director | | March 8, 2024 |
| Todd W. Smith | | | Director
| March 12, 2021
|
| | |
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