UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~June 28,~~September 27, 2022

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

For the transition period from to

Commission File Number: 001-35987

NOODLES & COMPANY

(Exact name of registrant as specified in its charter)


Delaware						84-1303469
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


520 Zang Street, Suite D
Broomfield, CO						80021
(Address of principal executive offices)						(Zip Code)

(720) 214-1900

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	NDLS	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically 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 ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

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. ☐

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

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


Class						Outstanding at ~~July 25,~~October 28, 2022
Class A Common Stock, $0.01 par value per share						~~45,701,280~~46,024,561 shares

Table of Contents

TABLE OF CONTENTS

Table of Contents

PART I

Item 1. Financial Statements

Noodles & Company

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


		June 28, 2022		December 28, 2021			September 27, 2022		December 28, 2021
		(unaudited)					(unaudited)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,789	$	2,255	Cash and cash equivalents	$	1,840	$	2,255
Accounts receivable	Accounts receivable	3,967		3,958		Accounts receivable	5,122		3,958
Inventories	Inventories	9,930		9,404		Inventories	10,051		9,404
Prepaid expenses and other assets	Prepaid expenses and other assets	4,598		6,837		Prepaid expenses and other assets	4,411		6,837
Income tax receivable	Income tax receivable	211		108		Income tax receivable	227		108
Total current assets	Total current assets	20,495		22,562		Total current assets	21,651		22,562
Property and equipment, net	Property and equipment, net	124,034		119,276		Property and equipment, net	124,432		119,276
Operating lease assets, net	Operating lease assets, net	184,947		188,440		Operating lease assets, net	188,044		188,440
Goodwill	Goodwill	7,154		7,154		Goodwill	7,154		7,154
Intangibles, net	Intangibles, net	640		668		Intangibles, net	624		668
Other assets, net	Other assets, net	1,311		3,359		Other assets, net	1,343		3,359
Total long-term assets	Total long-term assets	318,086		318,897		Total long-term assets	321,597		318,897
Total assets	Total assets	$	338,581	$	341,459	Total assets	$	343,248	$	341,459
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	15,279	$	15,543	Accounts payable	$	15,599	$	15,543
Accrued payroll and benefits	Accrued payroll and benefits	14,772		18,600		Accrued payroll and benefits	11,379		18,600
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	12,398		13,791		Accrued expenses and other current liabilities	11,537		13,791
Current operating lease liabilities	Current operating lease liabilities	27,518		26,617		Current operating lease liabilities	27,942		26,617
Current portion of long-term debt	Current portion of long-term debt	—		2,031		Current portion of long-term debt	—		2,031
Total current liabilities	Total current liabilities	69,967		76,582		Total current liabilities	66,457		76,582
Long-term debt, net	Long-term debt, net	31,142		18,931		Long-term debt, net	36,141		18,931
Long-term operating lease liabilities, net	Long-term operating lease liabilities, net	194,197		200,243		Long-term operating lease liabilities, net	195,971		200,243
Deferred tax liabilities, net	Deferred tax liabilities, net	229		269		Deferred tax liabilities, net	228		269
Other long-term liabilities	Other long-term liabilities	8,159		7,801		Other long-term liabilities	8,070		7,801
Total liabilities	Total liabilities	303,694		303,826		Total liabilities	306,867		303,826

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock—$0.01 par value, 1,000,000 shares authorized and undesignated as of June 28, 2022 and December 28, 2021; no shares issued or outstanding		—		—
Common stock—$0.01 par value, 180,000,000 shares authorized as of June 28, 2022 and December 28, 2021; 48,384,193 issued and 45,960,322 outstanding as of June 28, 2022 and 48,125,151 issued and 45,701,280 outstanding as of December 28, 2021		484		481
Treasury stock, at cost, 2,423,871 shares as of June 28, 2022 and December 28, 2021		(35,000)		(35,000)
Preferred stock—$0.01 par value, 1,000,000 shares authorized and undesignated as of September 27, 2022 and December 28, 2021; no shares issued or outstanding						Preferred stock—$0.01 par value, 1,000,000 shares authorized and undesignated as of September 27, 2022 and December 28, 2021; no shares issued or outstanding	—		—
Common stock—$0.01 par value, 180,000,000 shares authorized as of September 27, 2022 and December 28, 2021; 48,443,794 issued and 46,019,923 outstanding as of September 27, 2022 and 48,125,151 issued and 45,701,280 outstanding as of December 28, 2021						Common stock—$0.01 par value, 180,000,000 shares authorized as of September 27, 2022 and December 28, 2021; 48,443,794 issued and 46,019,923 outstanding as of September 27, 2022 and 48,125,151 issued and 45,701,280 outstanding as of December 28, 2021	484		481
Treasury stock, at cost, 2,423,871 shares as of September 27, 2022 and December 28, 2021						Treasury stock, at cost, 2,423,871 shares as of September 27, 2022 and December 28, 2021	(35,000)		(35,000)
Additional paid-in capital	Additional paid-in capital	209,561		207,226		Additional paid-in capital	210,260		207,226
Accumulated deficit	Accumulated deficit	(140,158)		(135,074)		Accumulated deficit	(139,363)		(135,074)
Total stockholders’ equity	Total stockholders’ equity	34,887		37,633		Total stockholders’ equity	36,381		37,633
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	338,581	$	341,459	Total liabilities and stockholders’ equity	$	343,248	$	341,459

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Noodles & Company

Condensed Consolidated Statements of Operations

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


		Fiscal Quarter Ended				Two Fiscal Quarters Ended					Fiscal Quarter Ended				Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
Revenue:	Revenue:									Revenue:
Restaurant revenue	Restaurant revenue	$	128,274	$	123,715	$	238,235	$	231,459	Restaurant revenue	$	126,638	$	123,094	$	364,873	$	354,553
Franchising royalties and fees, and other	Franchising royalties and fees, and other	2,793		1,934		5,394		3,767		Franchising royalties and fees, and other	2,743		2,032		8,137		5,799
Total revenue	Total revenue	131,067		125,649		243,629		235,226		Total revenue	129,381		125,126		373,010		360,352
Costs and expenses:	Costs and expenses:									Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):	Restaurant operating costs (exclusive of depreciation and amortization shown separately below):									Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales	Cost of sales	35,664		30,805		66,435		57,782		Cost of sales	35,528		30,946		101,963		88,728
Labor	Labor	38,828		36,926		74,321		71,232		Labor	39,049		36,896		113,370		108,128
Occupancy	Occupancy	11,074		11,519		22,223		23,168		Occupancy	11,135		11,426		33,358		34,594
Other restaurant operating costs	Other restaurant operating costs	22,792		21,082		44,658		41,287		Other restaurant operating costs	22,709		21,529		67,367		62,816
General and administrative	General and administrative	12,744		12,978		24,584		23,907		General and administrative	11,596		12,187		36,180		36,094
Depreciation and amortization	Depreciation and amortization	5,763		5,576		11,484		11,163		Depreciation and amortization	5,826		5,571		17,310		16,734
Pre-opening	Pre-opening	353		163		761		221		Pre-opening	337		125		1,098		346
Restaurant impairments, closure costs and asset disposals	Restaurant impairments, closure costs and asset disposals	1,971		390		3,360		1,621		Restaurant impairments, closure costs and asset disposals	1,672		1,126		5,032		2,747
Total costs and expenses	Total costs and expenses	129,189		119,439		247,826		230,381		Total costs and expenses	127,852		119,806		375,678		350,187
Income (loss) from operations	Income (loss) from operations	1,878		6,210		(4,197)		4,845		Income (loss) from operations	1,529		5,320		(2,668)		10,165

Interest expense, net	Interest expense, net	489		498		926		1,120		Interest expense, net	735		594		1,661		1,714
Income (loss) before taxes	Income (loss) before taxes	1,389		5,712		(5,123)		3,725		Income (loss) before taxes	794		4,726		(4,329)		8,451
Provision for (benefit from) income taxes		44		29		(39)		19
(Benefit from) provision for income taxes										(Benefit from) provision for income taxes	(1)		29		(40)		48
Net income (loss)	Net income (loss)	$	1,345	$	5,683	$	(5,084)	$	3,706	Net income (loss)	$	795	$	4,697	$	(4,289)	$	8,403
Earnings (loss) per Class A and Class B common stock, combined	Earnings (loss) per Class A and Class B common stock, combined									Earnings (loss) per Class A and Class B common stock, combined
Basic	Basic	$	0.03	$	0.12	$	(0.11)	$	0.08	Basic	$	0.02	$	0.10	$	(0.09)	$	0.19
Diluted	Diluted	$	0.03	$	0.12	$	(0.11)	$	0.08	Diluted	$	0.02	$	0.10	$	(0.09)	$	0.18
Weighted average shares of Class A and Class B common stock outstanding, combined:	Weighted average shares of Class A and Class B common stock outstanding, combined:									Weighted average shares of Class A and Class B common stock outstanding, combined:
Basic	Basic	45,881,354		45,506,476		45,803,927		45,303,160		Basic	46,010,824		45,635,455		45,872,893		45,414,332
Diluted	Diluted	46,108,720		46,246,169		45,803,927		45,992,119		Diluted	46,197,511		46,382,509		45,872,893		46,134,994

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Noodles & Company

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data, unaudited)


		Fiscal Quarter Ended													Fiscal Quarter Ended
		Common Stock(1)			Treasury			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity			Common Stock(1)			Treasury			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
		Shares	Amount		Shares	Amount									Shares	Amount		Shares	Amount
Balance—March 29, 2022		48,258,594	$	483	2,423,871	$	(35,000)	$	208,065	$	(141,503)	$	32,045
Balance—June 28, 2022														Balance—June 28, 2022	48,384,193	$	484	2,423,871	$	(35,000)	$	209,561	$	(140,158)	$	34,887
Stock plan transactions and other	Stock plan transactions and other	125,599	1		—	—		(19)		—		(18)		Stock plan transactions and other	59,601	—		—	—		(56)		—		(56)
Stock-based compensation expense	Stock-based compensation expense	—	—		—	—		1,515		—		1,515		Stock-based compensation expense	—	—		—	—		755		—		755
Net income	Net income	—	—		—	—		—		1,345		1,345		Net income	—	—		—	—		—		795		795
Balance—June 28, 2022		48,384,193	$	484	2,423,871	$	(35,000)	$	209,561	$	(140,158)	$	34,887
Balance—September 27, 2022														Balance—September 27, 2022	48,443,794	$	484	2,423,871	$	(35,000)	$	210,260	$	(139,363)	$	36,381

Balance—March 30, 2021		47,890,488	$	479	2,423,871	$	(35,000)	$	203,362	$	(140,716)	$	28,125
Balance—June 29, 2021														Balance—June 29, 2021	48,011,761	$	480	2,423,871	$	(35,000)	$	204,996	$	(135,033)	$	35,443
Stock plan transactions and other	Stock plan transactions and other	121,273	1		—	—		55		—		56		Stock plan transactions and other	54,155	1		—	—		(203)		—		(202)
Stock-based compensation expense	Stock-based compensation expense	—	—		—	—		1,579		—		1,579		Stock-based compensation expense	—	—		—	—		1,164		—		1,164
Net income	Net income	—	—		—	—		—		5,683		5,683		Net income	—	—		—	—		—		4,697		4,697
Balance—June 29, 2021		48,011,761	$	480	2,423,871	$	(35,000)	$	204,996	$	(135,033)	$	35,443
Balance—September 28, 2021														Balance—September 28, 2021	48,065,916	$	481	2,423,871	$	(35,000)	$	205,957	$	(130,336)	$	41,102

		Two Fiscal Quarters Ended													Three Fiscal Quarters Ended
		Common Stock(1)			Treasury			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity			Common Stock(1)			Treasury			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
		Shares	Amount		Shares	Amount									Shares	Amount		Shares	Amount
Balance—December 28, 2021	Balance—December 28, 2021	48,125,151	$	481	2,423,871	$	(35,000)	$	207,226	$	(135,074)	$	37,633	Balance—December 28, 2021	48,125,151	$	481	2,423,871	$	(35,000)	$	207,226	$	(135,074)	$	37,633
Stock plan transactions and other	Stock plan transactions and other	259,042	3		—	—		(320)		—		(317)		Stock plan transactions and other	318,643	3		—	—		(376)		—		(373)
Stock-based compensation expense	Stock-based compensation expense	—	—		—	—		2,655		—		2,655		Stock-based compensation expense	—	—		—	—		3,410		—		3,410
Net loss	Net loss	—	—		—	—		—		(5,084)		(5,084)		Net loss	—	—		—	—		—		(4,289)		(4,289)
Balance—June 28, 2022		48,384,193	$	484	2,423,871	$	(35,000)	$	209,561	$	(140,158)	$	34,887
Balance—September 27, 2022														Balance—September 27, 2022	48,443,794	$	484	2,423,871	$	(35,000)	$	210,260	$	(139,363)	$	36,381

Balance—December 29, 2020	Balance—December 29, 2020	46,807,587	$	468	2,423,871	$	(35,000)	$	202,970	$	(138,739)	$	29,699	Balance—December 29, 2020	46,807,587	$	468	2,423,871	$	(35,000)	$	202,970	$	(138,739)	$	29,699
L Catterton warrants exercised	L Catterton warrants exercised	975,458	10		—	—		(10)		—		—		L Catterton warrants exercised	975,458	10		—	—		(10)		—		—
Stock plan transactions and other	Stock plan transactions and other	228,716	2		—	—		(281)		—		(279)		Stock plan transactions and other	282,871	3		—	—		(484)		—		(481)
Stock-based compensation expense	Stock-based compensation expense	—	—		—	—		2,317		—		2,317		Stock-based compensation expense	—	—		—	—		3,481		—		3,481
Net income	Net income	—	—		—	—		—		3,706		3,706		Net income	—	—		—	—		—		8,403		8,403
Balance—June 29, 2021		48,011,761	$	480	2,423,871	$	(35,000)	$	204,996	$	(135,033)	$	35,443
Balance—September 28, 2021														Balance—September 28, 2021	48,065,916	$	481	2,423,871	$	(35,000)	$	205,957	$	(130,336)	$	41,102

_____________

(1)Unless otherwise noted, activity relates to Class A common stock.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Noodles & Company

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)


		Two Fiscal Quarters Ended					Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021
Operating activities	Operating activities					Operating activities
Net (loss) income	Net (loss) income	$	(5,084)	$	3,706	Net (loss) income	$	(4,289)	$	8,403
Adjustments to reconcile net (loss) income to net cash provided by operating activities:	Adjustments to reconcile net (loss) income to net cash provided by operating activities:					Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	11,484		11,163		Depreciation and amortization	17,310		16,734
Deferred income taxes	Deferred income taxes	(40)		16		Deferred income taxes	(41)		41
Restaurant impairments, closure costs and asset disposals	Restaurant impairments, closure costs and asset disposals	1,363		898		Restaurant impairments, closure costs and asset disposals	1,688		1,441

Amortization of debt issuance costs	Amortization of debt issuance costs	223		222		Amortization of debt issuance costs	627		333
Stock-based compensation	Stock-based compensation	2,618		2,283		Stock-based compensation	3,354		3,436
Gain on insurance proceeds	Gain on insurance proceeds	—		(406)		Gain on insurance proceeds	—		(406)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(55)		(521)		Accounts receivable	(1,210)		(431)
Inventories	Inventories	(588)		(1)		Inventories	(709)		(221)
Prepaid expenses and other assets	Prepaid expenses and other assets	768		(961)		Prepaid expenses and other assets	923		(1,893)
Accounts payable	Accounts payable	(438)		3,060		Accounts payable	(592)		3,149
Income taxes	Income taxes	(103)		(26)		Income taxes	(119)		(22)
Operating lease assets and liabilities	Operating lease assets and liabilities	(1,741)		830		Operating lease assets and liabilities	(2,440)		(649)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(2,364)		2,983		Accrued expenses and other liabilities	(6,682)		(19)
Net cash provided by operating activities	Net cash provided by operating activities	6,043		23,246		Net cash provided by operating activities	7,820		29,896
Investing activities	Investing activities					Investing activities
Purchases of property and equipment	Purchases of property and equipment	(16,724)		(7,476)		Purchases of property and equipment	(22,549)		(12,965)

Insurance proceeds received for property damage						Insurance proceeds received for property damage	—		406
Proceeds from restaurant divestitures	Proceeds from restaurant divestitures	1,577		—		Proceeds from restaurant divestitures	1,577		—
Net cash used in investing activities	Net cash used in investing activities	(15,147)		(7,476)		Net cash used in investing activities	(20,972)		(12,559)
Financing activities	Financing activities					Financing activities
Net borrowings from swing line loan	Net borrowings from swing line loan	509		—		Net borrowings from swing line loan	4,967		—
Proceeds from borrowings on long-term debt	Proceeds from borrowings on long-term debt	10,600		—		Proceeds from borrowings on long-term debt	43,512		—
Payments on long-term debt	Payments on long-term debt	(1,125)		(5,042)		Payments on long-term debt	(32,850)		(20,118)
Payments on finance leases	Payments on finance leases	(1,002)		(965)		Payments on finance leases	(1,442)		(1,429)
Debt issuance costs	Debt issuance costs	(27)		—		Debt issuance costs	(1,077)		—
Stock plan transactions and tax withholding on share-based compensation awards	Stock plan transactions and tax withholding on share-based compensation awards	(317)		(279)		Stock plan transactions and tax withholding on share-based compensation awards	(373)		(481)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	8,638		(6,286)		Net cash provided by (used in) financing activities	12,737		(22,028)
Net (decrease) increase in cash and cash equivalents		(466)		9,484
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(415)		(4,691)
Cash and cash equivalents	Cash and cash equivalents					Cash and cash equivalents
Beginning of period	Beginning of period	2,255		7,840		Beginning of period	2,255		7,840
End of period	End of period	$	1,789	$	17,324	End of period	$	1,840	$	3,149

See accompanying notes to condensed consolidated financial statements.

Table of Contents

NOODLES & COMPANY

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business Summary and Basis of Presentation

Business

Noodles & Company (the “Company”), a Delaware corporation, develops and operates fast casual restaurants that serve globally inspired noodle and pasta dishes, soups, salads and appetizers. As of ~~June 28,~~September 27, 2022, the Company had ~~456~~459 restaurants system-wide in 31 states, comprised of ~~363~~366 company-owned restaurants and 93 franchise restaurants. The Company operates its business as 1one operating and reportable segment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 28, 2021 was derived from audited financial statements. These financial statements should be read in conjunction with the audited financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2021.

Fiscal Year

The Company operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. The Company’s fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. Fiscal year 2022, which ends on January 3, 2023 contains 53 weeks and fiscal year 2021, which ended on December 28, 2021, contained 52 weeks. The Company’s fiscal quarter that ended ~~June 28,~~September 27, 2022 is referred to as the ~~second~~third quarter of 2022, and the fiscal quarter ended ~~June 29,~~September 28, 2021 is referred to as the ~~second~~third quarter of 2021.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The Company may elect to apply the amendments ~~prospectively~~prospectively through December 31, ~~202~~2.2022. The Company ~~intends to adopt~~adopted this pronouncement in the third quarter of 2022. The adoption of this guidance ~~will~~did not have a material impact on the Company’s consolidated financial statements and related disclosures.

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2. Supplemental Financial Information

Accounts receivable consist of the following (in thousands):


		June 28, 2022		December 28, 2021			September 27, 2022		December 28, 2021
Delivery program receivables	Delivery program receivables	$	1,432	$	1,467	Delivery program receivables	$	1,445	$	1,467
Vendor rebate receivables	Vendor rebate receivables	605		695		Vendor rebate receivables	705		695
Franchise receivables	Franchise receivables	958		644		Franchise receivables	1,940		644
Other receivables	Other receivables	972		1,152		Other receivables	1,032		1,152
Accounts receivable	Accounts receivable	$	3,967	$	3,958	Accounts receivable	$	5,122	$	3,958

Prepaid expenses and other assets consist of the following (in thousands):


		June 28, 2022		December 28, 2021			September 27, 2022		December 28, 2021
Prepaid insurance	Prepaid insurance	$	1,719	$	853	Prepaid insurance	$	1,409	$	853
Prepaid occupancy related costs	Prepaid occupancy related costs	61		73		Prepaid occupancy related costs	91		73
Current assets held for sale (1)	Current assets held for sale (1)	—		3,514		Current assets held for sale (1)	—		3,514
Prepaid expenses	Prepaid expenses	2,666		2,272		Prepaid expenses	2,789		2,272
Other current assets	Other current assets	152		125		Other current assets	122		125
Prepaid expenses and other assets	Prepaid expenses and other assets	$	4,598	$	6,837	Prepaid expenses and other assets	$	4,411	$	6,837

_____________________________

(1) Current assets held for sale as of December 28, 2021 included assets held in connection with the divestiture of 15 company-owned restaurants to a franchisee (“Warner Sale”) which closed in January 2022.

Property and equipment, net, consists of the following (in thousands):


		June 28, 2022		December 28, 2021			September 27, 2022		December 28, 2021
Leasehold improvements	Leasehold improvements	$	204,573	$	197,722	Leasehold improvements	$	206,694	$	197,722
Furniture, fixtures and equipment	Furniture, fixtures and equipment	144,212		140,698		Furniture, fixtures and equipment	144,961		140,698
Construction in progress	Construction in progress	9,640		6,306		Construction in progress	10,354		6,306
		358,425		344,726			362,009		344,726
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(234,391)		(225,450)		Accumulated depreciation and amortization	(237,577)		(225,450)
Property and equipment, net	Property and equipment, net	$	124,034	$	119,276	Property and equipment, net	$	124,432	$	119,276

Accrued payroll and benefits consist of the following (in thousands):


		June 28, 2022		December 28, 2021			September 27, 2022		December 28, 2021
Accrued payroll and related liabilities	Accrued payroll and related liabilities	$	10,756	$	9,851	Accrued payroll and related liabilities	$	7,384	$	9,851
Accrued bonus	Accrued bonus	993		5,078		Accrued bonus	981		5,078
Insurance liabilities	Insurance liabilities	3,023		3,671		Insurance liabilities	3,014		3,671
Accrued payroll and benefits	Accrued payroll and benefits	$	14,772	$	18,600	Accrued payroll and benefits	$	11,379	$	18,600

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Accrued expenses and other current liabilities consist of the following (in thousands):


		June 28, 2022		December 28, 2021			September 27, 2022		December 28, 2021
Gift card liability	Gift card liability	$	2,447	$	2,850	Gift card liability	$	2,095	$	2,850
Occupancy related	Occupancy related	1,705		1,615		Occupancy related	1,242		1,615
Utilities	Utilities	1,379		1,302		Utilities	1,427		1,302
Current portion of finance lease liability	Current portion of finance lease liability	2,075		1,956		Current portion of finance lease liability	2,207		1,956
Liabilities held for sale (1)	Liabilities held for sale (1)	—		1,671		Liabilities held for sale (1)	—		1,671
Accrued interest	Accrued interest	285		271		Accrued interest	225		271
Insurance liabilities	Insurance liabilities	359		393		Insurance liabilities	400		393
Other restaurant expense accruals	Other restaurant expense accruals	1,279		995		Other restaurant expense accruals	1,556		995
Other corporate expense accruals	Other corporate expense accruals	2,869		2,738		Other corporate expense accruals	2,385		2,738
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	$	12,398	$	13,791	Accrued expenses and other current liabilities	$	11,537	$	13,791

_____________________________

(1) Liabilities held for sale as of December 28, 2021 included liabilities held in connection with the Warner Sale which closed in January 2022.

3. Long-Term Debt

On May 9, 2018, the Company entered into a credit facility with U.S. Bank National Association (the “2018 Credit Facility”). The 2018 Credit Facility consisted of a term loan facility in an aggregate principal amount of $25.0 million and a revolving credit facility of $65.0 million, which included a letter of credit subfacility in the amount of $15.0 million and a swingline subfacility in the amount of $10.0 million.

On November 20, 2019, the Company amended its 2018 Credit Facility by entering into the First Amendment to the Credit Agreement (the “Amendment” and the 2018 Credit Facility, as amended, the “First Amended Credit Facility”). Among other things, the Amendment: (i) extended the maturity date to November 20, 2024; (ii) increased the revolving credit facility from $65.0 million to $75.0 million; (iii) delayed step downs of the Company’s leverage covenant; and (iv) increased the limit on capital expenditures to $37.0 million in 2020 and to $45.0 million in 2021 and each fiscal year thereafter.

Borrowings under the First Amended Credit Facility, including the term loan facility, bear interest annually, at the Company’s option, at either (i) LIBOR plus a margin of 2.00% to 2.75% per annum, based upon the consolidated total lease-adjusted leverage ratio or (ii) the highest of the following base rates plus a margin of 1.00% to 1.75% per annum: (a) the federal funds rate plus 0.50%; (b) the U.S. Bank prime rate or (c) the one-month LIBOR plus 1.00%. The Amendment includes a commitment fee of 0.20% to 0.35% per annum, based upon the consolidated total lease-adjusted leverage ratio, on any unused portion of the revolving credit facility.

On June 16, 2020, ~~(the “Effective Date”),~~ the Company amended its First Amended Credit Facility by entering into the Second Amendment to the Credit Agreement (the “Second Amendment” and the First Amended Credit Facility, as amended, or the “Second Amended Credit Facility”). Beginning on the Effective Date and through the third quarter of 2021 (the “Amendment Period”), borrowings under the Second Amended Credit Facility, including the term loan facility, bore interest at LIBOR plus 3.25% per annum. Following the Amendment Period, borrowings bore interest at LIBOR plus a margin of 2.00% to 3.00% per annum, based upon the consolidated total lease-adjusted leverage ratio. Through the end of the second quarter of 2022, the Company continued to use LIBOR. Among other things, the Second Amendment (i) waives the lease-adjusted leverage ratio and fixed charge ratio covenants through the first quarter of 2021; (ii) amends the Company’s lease-adjusted leverage ratio and fixed coverage ratio covenant thresholds beginning in the second quarter of 2021 through the third quarter of 2022 and the first quarter of 2022, respectively; and (iii) limits capital expenditures to $12.0 million in 2020, $12.0 million plus a liquidity-based performance basket up to an additional $12.0 million in 2021, $34.0 million in 2022, $37.0 million in 2023 and $45.0 million annually thereafter.

~~As of June 28, 2022, the Company had $32.2 million of indebtedness (excluding $1.1 million of unamortized debt issuance costs)~~ ~~and $3.0 million of letters of credit outstanding under the Second Amended Credit Facility. As of June 28, 2022, the Company had cash on hand of $1.8 million.~~

~~The Company’s outstanding indebtedness bore interest at rates between~~ ~~2.35%~~ to ~~6.25%~~ ~~during the first two quarters of 2022.~~

The Company also maintains outstanding letters of credit to secure obligations under its workers’ compensation program and certain lease obligations. The Company was in compliance with all of its debt covenants as of June 28, 2022.

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On July 27, 2022, the Company amended and restated its Second Amended Credit Facility by entering into the Third Amendment to the Credit Agreement (the “Third Amendment” or the “Third Amended Credit Facility”). which matures on July 27, 2027. Among other things, the Third Amendment: (i) increased the credit facility from $100.0 million to $125.0 million; (ii) eliminated the term loan and principal amortization components of the credit facility; (iii) removed the Company’s capital expenditure covenant; (iv) enhanced flexibility for certain covenants and restrictions; and (v) lowered the spread within the Company’s cost of borrowing and ~~will transition~~transitioned from LIBOR to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.50% per annum, based upon the consolidated total lease-adjusted leverage ratio. In connection with the Third Amendment, the Company wrote off a portion of the unamortized debt issuance costs related to the Second Amended Credit Facility in the amount of $0.3 million in the third quarter of 2022.

As of September 27, 2022, the Company had $37.9 million of indebtedness (excluding $1.7 million of unamortized debt issuance costs) and $3.0 million of letters of credit outstanding under the Third Amended Credit Facility. As of September 27, 2022, the Company had cash on hand of $1.8 million.

The Company’s outstanding indebtedness bore interest at rates between 2.35% to 7.50% during the first three quarters of 2022.

4. Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate their fair values due to their short-term nature. The carrying amounts of borrowings approximate fair value as the line of credit and term borrowings vary with market interest rates and negotiated terms and conditions are consistent with current market rates. The fair value of the Company’s line of credit and term borrowings are measured using Level 2 inputs.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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Assets recognized or disclosed at fair value in the condensed consolidated financial statements on a non-recurring basis include items such as leasehold improvements, property and equipment, operating lease assets, goodwill and other intangible assets. These assets are measured at fair value if determined to be impaired or when acquired.

Adjustments to the fair value of assets measured at fair value on a non-recurring basis as of ~~June 28,~~September 27, 2022 and ~~June 29,~~September 28, 2021 are discussed in Note 7, Restaurant Impairments, Closure Costs and Asset Disposals.

5. Income Taxes

The following table presents the Company’s provision for income taxes (in thousands):


		Fiscal Quarter Ended						Two Fiscal Quarters Ended							Fiscal Quarter Ended						Three Fiscal Quarters Ended
		June 28, 2022			June 29, 2021			June 28, 2022			June 29, 2021				September 27, 2022			September 28, 2021			September 27, 2022			September 28, 2021
Provision for (benefit from) income taxes		$	44		$	29		$	(39)		$	19
(Benefit from) provision for income taxes														(Benefit from) provision for income taxes	$	(1)		$	29		$	(40)		$	48
Effective tax rate	Effective tax rate	3.2		%	0.5		%	0.8		%	0.5		%	Effective tax rate	(0.1)		%	0.6		%	0.9		%	0.6		%

The effective tax rate for the ~~second~~third quarter of 2022 and the first ~~two~~three quarters of 2022 reflects the impact of the previously recorded valuation allowance. For the remainder of fiscal 2022, the Company does not anticipate material income tax expense or benefit as a result of the valuation allowance recorded. The Company will maintain the valuation allowance against deferred tax assets until there is sufficient evidence to support a full or partial reversal. The reversal of a previously recorded valuation allowance will generally result in a benefit from income tax.

6. Stock-Based Compensation

The Company’s Stock Incentive Plan (the “Plan”), as amended and restated in May of 2013, authorizes the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance share units and incentive bonuses to employees, officers, non-employee directors and other service providers. As of ~~June 28,~~September 27, 2022, approximately ~~2.4~~2.0 million share-based awards were available to be granted under the Plan.

The following table shows total stock-based compensation expense (in thousands):


		Fiscal Quarter Ended				Two Fiscal Quarters Ended					Fiscal Quarter Ended				Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
Stock-based compensation expense	Stock-based compensation expense	$	1,499	$	1,611	$	2,668	$	2,413	Stock-based compensation expense	$	751	$	1,177	$	3,419	$	3,590
Capitalized stock-based compensation expense	Capitalized stock-based compensation expense	$	18	$	16	$	38	$	34	Capitalized stock-based compensation expense	$	18	$	11	$	56	$	45

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7. Restaurant Impairments, Closure Costs and Asset Disposals

The following table presents restaurant impairments, closure costs and asset disposals (in thousands):


		Fiscal Quarter Ended				Two Fiscal Quarters Ended					Fiscal Quarter Ended				Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
Restaurant impairments (1)	Restaurant impairments (1)	$	668	$	178	$	774	$	680	Restaurant impairments (1)	$	412	$	536	$	1,186	$	1,216
Closure costs (1)	Closure costs (1)	465		288		855		593		Closure costs (1)	370		236		1,224		829
Loss (gain) on disposal of assets and other		838		(76)		1,731		348
Loss on disposal of assets and other										Loss on disposal of assets and other	890		354		2,622		702
		$	1,971	$	390	$	3,360	$	1,621		$	1,672	$	1,126	$	5,032	$	2,747

_____________________________

(1)Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed.

~~NaN~~ The Company impaired two restaurants ~~were identified as impaired~~ during t~~he second~~the third quarter of 2022 and four restaurants in the first ~~two~~three quarters of 2022. There ~~were no~~was one restaurant ~~impairments~~impairment in the ~~second~~third quarter of 2021 and 1two restaurant ~~impairment~~impairments during the first ~~two~~three quarters of 2021. Impairment is based on management’s current assessment of the expected future cash flows of a restaurant based on recent results and other specific market factors. Impairment expense is a Level 3 fair value measure and is determined by comparing the carrying value of restaurant assets to the estimated fair value of the restaurant assets at resale value and the ~~right-of-use~~right-

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of-use asset based on a discounted cash flow analysis utilizing ~~market~~market lease rates. The Company will continue to monitor the impact from the COVID-19 pandemic as it relates to recoverability of long-lived assets. ~~Although the Company has seen an improvement in sales, the Company is unable to predict how long these conditions will persist.~~

Closure costs in the ~~second~~third quarter of 2022 include ongoing costs related to restaurants closed in previous years as well as 2two company-owned restaurant closures during the first ~~two~~three quarters of 2022. The Company did not close any restaurants in the ~~second~~third quarter of ~~2022.~~2022. Closure costs in the third quarter of 2021 and the first ~~two~~three quarters of 2021 include ongoing costs related to restaurants closed in previous years as well as 6eight restaurant closures in the first ~~two~~three quarters of 2021.

Loss on disposal of assets and other for the ~~second~~third quarter and the first ~~two~~three quarters of 2022 includes expenses related to the divestiture of company-owned restaurants related to the Warner ~~Sale.~~Sale as well as lease related costs. Both periods include disposals of assets in the normal course of business. Loss on disposal of assets and other for the ~~second quarter~~first three quarters of 2021 includes a gain on insurance proceeds from property damage.

These expenses are included in the “Restaurant impairments, closure costs and asset disposals” line in the Condensed Consolidated Statements of Operations.

8. Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted EPS is calculated using net income (loss) available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period. Potentially dilutive securities include shares of common stock underlying stock options, warrants and RSUs. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.

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The following table sets forth the computations of basic and diluted EPS (in thousands, except share and per share data):


		Fiscal Quarter Ended				Two Fiscal Quarters Ended					Fiscal Quarter Ended				Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
Net income (loss)	Net income (loss)	$	1,345	$	5,683	$	(5,084)	$	3,706	Net income (loss)	$	795	$	4,697	$	(4,289)	$	8,403
Shares:	Shares:									Shares:
Basic weighted average shares outstanding	Basic weighted average shares outstanding	45,881,354		45,506,476		45,803,927		45,303,160		Basic weighted average shares outstanding	46,010,824		45,635,455		45,872,893		45,414,332
Effect of dilutive securities	Effect of dilutive securities	227,366		739,693		—		688,959		Effect of dilutive securities	186,687		747,054		—		720,662
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	46,108,720		46,246,169		45,803,927		45,992,119		Diluted weighted average shares outstanding	46,197,511		46,382,509		45,872,893		46,134,994
Earnings (loss) per share:	Earnings (loss) per share:									Earnings (loss) per share:
Basic earnings (loss) per share	Basic earnings (loss) per share	$	0.03	$	0.12	$	(0.11)	$	0.08	Basic earnings (loss) per share	$	0.02	$	0.10	$	(0.09)	$	0.19
Diluted earnings (loss) per share	Diluted earnings (loss) per share	$	0.03	$	0.12	$	(0.11)	$	0.08	Diluted earnings (loss) per share	$	0.02	$	0.10	$	(0.09)	$	0.18

The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. Potential common shares are excluded from the computation of diluted earnings (loss) per share when the effect would be anti-dilutive. The shares issuable on the vesting or exercise of share-based awards that were excluded from the calculation of diluted earnings per share because the effect of their inclusion would have been ~~anti-dilutive~~anti-dilutive totaled ~~1,798,409~~1,810,346 and ~~478,353~~359,211 for the ~~second~~third quarters of 2022 and 2021, respectively, and totaled ~~2,278,371~~2,364,003 and ~~730,847~~479,494 for the first ~~two~~three quarters of 2022 and 2021, respectively.

9. Leases

Supplemental balance sheet information related to leases is as follows (in thousands):

Classification June 28,
2022 December 28,
2021
Assets
Operating Operating lease assets, net $ 184,947 $ 188,440
Finance Property and equipment 5,924 6,394
Total leased assets $ 190,871 $ 194,834
Liabilities
Current lease liabilities
Operating Current operating lease liabilities $ 27,518 $ 26,617
Finance Accrued expenses and other current liabilities 2,075 1,956
Long-term lease liabilities
Operating Long-term operating lease liabilities 194,197 200,243
Finance Other long-term liabilities 4,150 4,654
Total lease liabilities $ 227,940 $ 233,470

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Classification		September 27, 2022		December 28, 2021
Assets
Operating	Operating lease assets, net	$	188,044	$	188,440
Finance	Property and equipment	5,792		6,394
Total leased assets		$	193,836	$	194,834
Liabilities
Current lease liabilities
Operating	Current operating lease liabilities	$	27,942	$	26,617
Finance	Accrued expenses and other current liabilities	2,207		1,956
Long-term lease liabilities
Operating	Long-term operating lease liabilities	195,971		200,243
Finance	Other long-term liabilities	4,026		4,654
Total lease liabilities		$	230,146	$	233,470

Sublease income recognized in the Condensed Consolidated Statements of Operations was $0.8 million and ~~$0.5~~$0.4 million for the ~~second~~third quarter of 2022 and 2021, and ~~$1.6~~$2.4 million and ~~$0.9~~$1.4 million for the first ~~two~~three quarters of 2022 and 2021, respectively.

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Supplemental disclosures of cash flow information related to leases are as follows (in thousands):


		Fiscal Quarter Ended				Two Fiscal Quarters Ended					Fiscal Quarter Ended				Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
Cash paid for lease liabilities:	Cash paid for lease liabilities:									Cash paid for lease liabilities:
Operating leases	Operating leases	$	10,415	$	7,929	$	20,859	$	19,595	Operating leases	$	10,459	$	11,285	$	31,318	$	30,880
Finance leases	Finance leases	599		699		1,213		1,224		Finance leases	538		583		1,751		1,807
		$	11,014	$	8,628	$	22,072	$	20,819		$	10,997	$	11,868	$	33,069	$	32,687
Right-of-use assets obtained in exchange for lease liabilities:	Right-of-use assets obtained in exchange for lease liabilities:									Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	Operating leases	$	4,275	$	6,123	$	8,107	$	6,696	Operating leases	$	9,351	$	4,110	$	17,458	$	10,806
Finance leases	Finance leases	121		49		843		700		Finance leases	444		—		1,287		700
		$	4,396	$	6,172	$	8,950	$	7,396		$	9,795	$	4,110	$	18,745	$	11,506

10. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows

The following table presents the supplemental disclosures to the Condensed Consolidated Statements of Cash Flows for the ~~two~~three quarters ended ~~June 28,~~September 27, 2022 and ~~June 29,~~September 28, 2021 (in thousands):


		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021
Interest paid (net of amounts capitalized)	Interest paid (net of amounts capitalized)	$	461	$	864	Interest paid (net of amounts capitalized)	$	749	$	1,163
Income taxes paid	Income taxes paid	106		28		Income taxes paid	123		30
Purchases of property and equipment accrued in accounts payable	Purchases of property and equipment accrued in accounts payable	5,504		4,002		Purchases of property and equipment accrued in accounts payable	5,970		3,777

11. Revenue Recognition

Revenue

Revenue consists of sales from restaurant operations, franchise royalties and fees, and sublease income. Revenue from the operation of company-owned restaurants is recognized when sales occur. The Company reports revenue net of sales tax collected from customers and remitted to governmental taxing authorities.

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Gift Cards

The Company sells gift cards which do not have an expiration date, and it does not deduct non-usage fees from outstanding gift card balances. The Company recognizes revenue from gift cards when the gift card is redeemed by the customer or the Company determines the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). The determination of the gift card breakage rate is based upon Company-specific historical redemption patterns. The Company has determined that ~~approximately 9%~~approximately 13% of gift ~~cards~~cards will not be redeemed, and recognizes gift card breakage ratably over the estimated redemption period of the gift card, which is ~~approximately~~approximately 24 months. ~~Gift~~Gift card liability balances are typically highest at the end of each calendar year following increased gift card purchases during the holiday season.

As of ~~June 28,~~September 27, 2022 and December 28, 2021, the current portion of the gift card liability, $~~2.4~~2.1 million and $2.9 million, respectively, was included in accrued expenses and other current liabilities, and the long-term portion, $0.4 million and $0.6 million, respectively, was included in other long-term liabilities in the Condensed Consolidated Balance Sheets.

Revenue recognized in the Condensed Consolidated Statements of Operations for the redemption of gift cards was $0.8 million and $0.6 million for ~~both~~ the ~~second~~third quarters of 2022 and 2021, and $~~1.8~~2.6 million and ~~$1.9~~$2.5 million for the first ~~two~~three quarters of 2022 and 2021, respectively.

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Franchise Fees

Royalties from franchise restaurants are based on a percentage of restaurant revenues and are recognized in the period the related franchised restaurants’ sales occur. Development fees and franchise fees, portions of which are collected in advance, are nonrefundable and are recognized in income ratably over the term of the related franchise agreement or recognized upon the termination of the agreement between the Company and the franchisee. The Company has determined that the initial franchise services are not distinct from the continuing rights or services offered during the term of the franchise agreement and should be treated as a single performance obligation; therefore, initial fees received from franchisees are recognized as revenue over the term of each respective franchise agreement, which is typically 20 years.

Loyalty Program

The Company operates the Noodles Rewards program, which is primarily a spend-based loyalty program. With each purchase, Noodles Rewards members earn loyalty points that can be redeemed for rewards, including free products. Using an estimate of the value of reward redemptions, we defer revenue associated with points earned, net of estimated points that will not be redeemed based upon the Company’s historical redemption patterns. Points generally expire after six months. Revenue is recognized in a future period when the reward points are redeemed. As of ~~June 28,~~September 27, 2022 and December 28, 2021, the deferred revenue related to the rewards was $0.5 million and $0.4 million, respectively and is included in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

12. Commitments and Contingencies

In the normal course of business, the Company is subject to other proceedings, lawsuits and claims. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of ~~June 28,~~September 27, 2022. These matters could affect the operating results of any one financial reporting period when resolved in future periods. The Company believes that an unfavorable outcome with respect to these matters is remote or a potential range of loss is not material to its consolidated financial statements. Significant increases in the number of these claims, or one or more successful claims that result in greater liabilities than the Company currently anticipates, could materially and adversely affect its business, financial condition, results of operations or cash flows.

~~13. Subsequent Event~~

~~On July 27, 2022, the~~ ~~Company amended and restated its Second Amended Credit Facility by entering into the Third Amendment to the Credit~~ Agreement (the “Third Amendment” or the “Third Amended Credit Facility”). Among other things, the Third Amendment: (i) increased the credit facility from $100.0 million to $125.0 million; (ii) eliminated the term loan and principal amortization components of the credit facility; (iii) removed the Company’s capital expenditure covenant; (iv) enhanced flexibility for certain covenants and restrictions; and (v) lowered the spread within the Company’s cost of borrowing ~~and will transition to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.50% per annum, based upon the consolidated total lease-adjusted leverage ratio.~~

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NOODLES & COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Noodles & Company is a Delaware corporation that was organized in 2002. Noodles & Company and its subsidiaries are sometimes referred to as “we,” “us,” “our” and the “Company” in this report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for our fiscal year ended December 28, 2021. We operate on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Our fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. Fiscal year 2022 contains 53 weeks and fiscal year 2021 contains 52 weeks.

Cautionary Note Regarding Forward-Looking Statements

In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties such as the number of restaurants we intend to open, projected capital expenditures and estimates of our effective tax rates. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on currently available operating, financial and competitive information. Examples of forward-looking statements include all matters that are not historical facts, such as statements regarding ~~the impact of the COVID-19 pandemic, including on our revenue and balance sheet,~~ projected capital expenditures, estimated costs associated with our closure of underperforming restaurants, the implementation and results of strategic initiatives, the impact of the COVID-19 pandemic, including on our revenue and balance sheet and our future financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements due to reasons including, but not limited to, ~~developments related to the COVID-19 pandemic; other~~ conditions beyond our control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting our customers or food supplies; consumer reaction to industry related public health issues and health pandemics, including developments related to the COVID-19 pandemic, and perceptions of food safety, our ability to achieve and maintain increases in comparable restaurant sales and to successfully execute our business strategy, including new restaurant initiatives and operational strategies to improve the performance of our restaurant portfolio; our ability to maintain compliance with debt covenants and continue to access financing necessary to execute our business strategy; the success of our marketing efforts; our ability to open new restaurants on schedule; current economic conditions including any impact from inflation or an economic recession; price and availability of commodities; our ability to adequately staff our restaurants; changes in labor costs; consumer confidence and spending patterns; seasonal factors; and those discussed in “Special Note Regarding Forward-Looking Statements” and “Risk Factors” as filed in our Annual Report on Form 10-K for our fiscal year ended December 28, 2021.

Our Ongoing Response to the COVID-19 Pandemic

The ongoing global pandemic of the COVID-19 virus and its variants (“COVID-19 pandemic”) had a significant impact on the restaurant industry. Our business has been adversely affected by the COVID-19 pandemic in varying degrees through occasional temporarily closed restaurants and reduced operating hours, disruption in our supply chain and shortages in the labor required to operate our restaurants. We believe that we ~~are well positioned~~will continue to ~~navigate~~successfully navigate any ~~ongoing~~residual challenges associated with the COVID-19 pandemic given our investments in our off-premise and digital channels and the consumer demand for our brand.

The extent of the impact of the COVID-19 pandemic on our operations and financial results, including the impact on labor and the cost and availability of products within our supplier network, depends on future developments and is highly uncertain due to the unknown duration and severity of the outbreak, including the impact of additional COVID-19 variants. The situation continues to change and future impacts may materialize that are not yet known.

Recent Trends, Risks and Uncertainties

Revenue. ~~In the second quarter of~~During 2022, ~~system-wide comparable r~~estaurant sales increased 5.1%, comprised of a 5.1% increase for company-owned restaurants and a 5.3% increase for franchise restaurants. Company average unit volumes (“AUV”) increased 5.3% over the second quarter of 2021 and 18.3% compared to the second quarter of 2019 which was favorably impacted by severalwe have implemented greater menu price increases relative to historical years as a result of ongoing inflation in our cost of food, wages and general restaurant expenses. Our price increases have been implemented ~~since 2019.~~

~~Table~~through our owned channels in addition to applying a pricing premium for third party delivery. If we continue to see inflationary pressures on our cost of ~~Contents~~

~~Our second quarter 2022 comparable sales results were driven by~~operations, we may continue to further increase menu price in the future. In addition, our strong brand positioning and ability to meet the needs of today's consumer for great tasting made to order food served conveniently where and when guests want it. Our ability to retain positive comparable sales depends, among other reasons,revenue is highly dependent on ~~(i)~~ our customers’ future willingness to order from restaurants given consumer inflationary and pressures and geopolitical uncertainty and (ii) the duration of the COVID-19 pandemic. Average unit volumes increased year-over-year due to strong off-premise sales, growth in dine-in sales as well as several prices increases implemented across our core menu.recessionary market dynamics.

~~Recent~~

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Revenue has also been favorably impacted by recent restaurant openings not in the Company’s comparable restaurant base, many of which offer order ahead drive-thru pickup ~~windows,~~windows. Our new restaurants continue to perform as a group at the highest sales level of any class of new restaurants in the Company’s history.

Cost of Sales. We have ~~and expect to continue to incur~~incurred incremental costs of sales driven by historical and ongoing volatility in the commodity and food ingredients markets, particularly with our chicken products, in addition to an increase in packaging costs and distribution. We have seen a shortage in labor at some of our food suppliers, which in some cases has resulted in increased costs of food or transportation. ~~Despite~~However, throughout the third quarter of 2022, the commodity markets underlying our cost of food began to improve materially, particularly in regards to the price of chicken, which is expected to be realized in the fourth quarter of 2022 and 2023. Throughout these ~~market factors,~~periods of volatility, we have continued to work with our suppliers for ongoing supply chain efficiencies, including managing food waste and adding additional suppliers as necessary. To date, there has been minimal disruption in maintaining adequate food supply, packaging and other ingredients to our restaurants, though it is possible that more significant disruptions could occur if volatility in the labor and commodity markets continue.

Labor Costs. During the ~~second~~third quarter of 2022, we saw sustained improvement in the availability of labor in many of the markets where we operate. However, we continued to see wage inflation within the industry driven in part by high competition for restaurant workers in many jurisdictions in which we operate. We were able to partially mitigate the impact of these market factors through a continued focus on our hiring process and retaining existing employees, in addition to maximizing efficiencies of labor hour usage per restaurant. Significant government-imposed wage increases and continued market factors could materially affect our labor costs.

Other Restaurant Operating Costs. We have incurred and expect to continue to incur third-party delivery fees resulting from significant usage of ~~our use of~~ third-party delivery ~~services.~~services as well as increased utility costs driven by volatility in the energy markets reflecting an increase in utility rates.

Restaurant Development. In the first ~~two~~three quarters of 2022, we opened ~~eight~~eleven new company-owned restaurants and ~~two~~three franchise restaurants and we sold 15 company-owned restaurants to a franchisee connected to the Warner Sale. Included in the refranchise deal, in January 2022 we entered into a twelve-year growth plan commitment with a new franchise partner, which will operate in California under this agreement and includes development of 40 new locations throughout the state. As of ~~June 28,~~September 27, 2022, we had ~~363~~366 company-owned restaurants and 93 franchise restaurants in 31 states. WeWe have incorporated increased unit development into our strategic growth plan for 2022 and beyond with a plan to develop a pipeline to ~~suppo~~rtsupport an annual long term unit growth rate of approximately 5% in 2022 ~~with 10% unit growth thereafter.~~and 7% in 2023.

Certain Restaurant Closures. We permanently closed two company-owned restaurants in the first ~~two~~three quarters of 2022. We currently do not anticipate a significant number of permanent restaurant closures in the foreseeable future; however, we may from time to time permanently close certain restaurants, including permanent closures at, or near, the expiration of the leases for these restaurants.

Key Measures We Use to Evaluate Our Performance

To evaluate the performance of our business, we utilize a variety of financial and performance measures. These key measures include revenue, average unit volume, comparable restaurant sales, restaurant contribution, restaurant contribution margin, EBITDA and adjusted EBITDA.

Revenue

Revenue includes both restaurant revenue and franchise royalties and fees. Restaurant revenue represents sales of food and beverages in company-owned restaurants. Several factors affect our restaurant revenue in any period, including the number of restaurants in operation and per-restaurant sales. Franchise royalties and fees represent royalty income and initial franchise fees. While we expect that the majority of our revenue and net income growth will be driven by company-owned restaurants, our franchise restaurants remain an important factor impacting our revenue and financial performance.

Seasonal factors cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically lower in the first and fourth quarters, due to reduced winter and holiday traffic, and is typically higher in the second and third quarters. As a

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result of these factors, as well as the magnitude of the COVID-19 pandemic on ~~particular quarters,~~, our quarterly operating results and comparable restaurant sales may fluctuate significantly.

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Comparable Restaurant Sales

Comparable restaurant sales refer to year-over-year sales comparisons for the comparable restaurant base. We define the comparable restaurant base to include restaurants open for at least 18 full periods. This measure highlights performance of existing restaurants, as the impact of new restaurant openings is excluded. Changes in comparable restaurant sales are generated by changes in traffic, which we calculate as the number of entrées sold and changes in per-person spend, calculated as sales divided by traffic. Per-person spend can be influenced by changes in menu prices and the mix and number of items sold per person. Restaurants that were temporarily closed or operating at reduced hours or dining capacity due to the COVID-19 pandemic remained in comparable restaurant sales.

Measuring our comparable restaurant sales allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales, including:

•consumer recognition of our brand and our ability to respond to changing consumer preferences;

•overall economic trends, particularly those related to consumer spending;

•our ability to operate restaurants effectively and efficiently to meet consumer expectations;

•pricing;

•the number of restaurant transactions, per-person spend and average check amount;

•marketing and promotional efforts;

•abnormal weather patterns;

•food safety and foodborne illness concerns;

•the impact of the COVID-19 pandemic;

•local competition;

•trade area dynamics;

•introduction of new and seasonal menu items and limited time offerings; and

•opening new restaurants in the vicinity of existing locations.

Consistent with common industry practice, we present comparable restaurant sales on a calendar-adjusted basis that aligns current year sales weeks with comparable periods in the prior year, regardless of whether they belong to the same fiscal period or not. Since opening new company-owned and franchise restaurants is a part of our long-term growth strategy and we anticipate new restaurants will be a component of our long-term revenue growth, comparable restaurant sales is only one measure of how we evaluate our performance.

Average Unit Volumes

AUVs consist of the average annualized sales of all company-owned restaurants for a given time period. AUVs are calculated by dividing restaurant revenue by the number of operating days within each time period and multiplying by the number of operating days we have in a typical year. Based on this calculation, temporarily closed restaurants are excluded from the definition of AUV, however restaurants with temporarily reduced operating hours are included. This measurement allows management to assess changes in consumer traffic and per person spending patterns at our restaurants. In addition to the factors that impact comparable restaurant sales, AUVs can be further impacted by effective real estate site selection and maturity and trends within new markets.

Restaurant Contribution and Restaurant Contribution Margin

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Restaurant contribution represents restaurant revenue less restaurant operating costs which are cost of sales, labor, occupancy and other restaurant operating costs. Restaurant contribution margin represents restaurant contribution as a percentage of restaurant revenue. We expect restaurant contribution to increase in proportion to the number of new restaurants we open, our comparable restaurant sales growth and cost reduction initiatives.

We believe that restaurant contribution and restaurant contribution margin are important tools for investors and other interested parties because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. We also use restaurant contribution and restaurant contribution margin as metrics to evaluate the profitability of incremental sales at our restaurants, restaurant performance across periods and restaurant financial performance compared with competitors. Restaurant contribution and restaurant contribution margin are supplemental measures of the operating performance of our restaurants and are not reflective of the underlying performance of our business because corporate-level expenses are excluded from these measures.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes and depreciation and amortization. We define adjusted EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes, depreciation and amortization, restaurant impairments, closure costs and asset disposals, acquisition costs and stock-based compensation.

We believe that EBITDA and adjusted EBITDA provide clear pictures of our operating results by eliminating certain non-recurring and non-cash expenses that may vary widely from period to period and are not reflective of the underlying business performance.

The presentation of restaurant contribution, restaurant contribution margin, EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or to be superior to, the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information to management and investors about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

Results of Operations

The following table presents a reconciliation of net income (loss) to ~~EBITDA~~EBITDA and adjusted EBITDA:


		Fiscal Quarter Ended				Two Fiscal Quarters Ended					Fiscal Quarter Ended				Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
		(in thousands, unaudited)									(in thousands, unaudited)
Net income (loss)	Net income (loss)	$	1,345	$	5,683	$	(5,084)	$	3,706	Net income (loss)	$	795	$	4,697	$	(4,289)	$	8,403
Depreciation and amortization	Depreciation and amortization	5,763		5,576		11,484		11,163		Depreciation and amortization	5,826		5,571		17,310		16,734
Interest expense, net	Interest expense, net	489		498		926		1,120		Interest expense, net	735		594		1,661		1,714
Provision for (benefit from) income taxes		44		29		(39)		19
(Benefit from) provision for income taxes										(Benefit from) provision for income taxes	(1)		29		(40)		48
EBITDA	EBITDA	$	7,641	$	11,786	$	7,287	$	16,008	EBITDA	$	7,355	$	10,891	$	14,642	$	26,899
Restaurant impairments, closure costs and asset disposals (1)	Restaurant impairments, closure costs and asset disposals (1)	1,971		390		3,360		1,621		Restaurant impairments, closure costs and asset disposals (1)	1,672		1,126		5,032		2,747
Stock-based compensation expense	Stock-based compensation expense	1,499		1,611		2,668		2,413		Stock-based compensation expense	751		1,177		3,419		3,590

Fees and costs related to transactions and other acquisition/disposition costs	Fees and costs related to transactions and other acquisition/disposition costs	63		—		63		—		Fees and costs related to transactions and other acquisition/disposition costs	7		—		70		—
Adjusted EBITDA	Adjusted EBITDA	$	11,174	$	13,787	$	13,378	$	20,042	Adjusted EBITDA	$	9,785	$	13,194	$	23,163	$	33,236

_____________________

(1)Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed. See Note 7, Restaurant Impairments, Closure Costs and Asset Disposals.

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Restaurant Openings, Closures and Relocations

The following table shows restaurants opened or closed during the periods indicated:


		Fiscal Quarter Ended		Two Fiscal Quarters Ended			Fiscal Quarter Ended		Three Fiscal Quarters Ended
		June 28, 2022	June 29, 2021	June 28, 2022	June 29, 2021		September 27, 2022	September 28, 2021	September 27, 2022	September 28, 2021
Company-Owned Restaurant Activity	Company-Owned Restaurant Activity					Company-Owned Restaurant Activity
Beginning of period	Beginning of period	360	372	372	378	Beginning of period	363	374	372	378
Openings	Openings	3	2	8	2	Openings	3	2	11	4
Closures	Closures	—	—	(2)	(6)	Closures	—	(2)	(2)	(8)
Divestitures (1)	Divestitures (1)	—	—	(15)	—	Divestitures (1)	—	—	(15)	—
Restaurants at end of period	Restaurants at end of period	363	374	363	374	Restaurants at end of period	366	374	366	374
Franchise Restaurant Activity	Franchise Restaurant Activity					Franchise Restaurant Activity
Beginning of period	Beginning of period	93	76	76	76	Beginning of period	93	77	76	76
Openings	Openings	—	1	2	1	Openings	1	—	3	1
Acquisitions (1)	Acquisitions (1)	—	—	15	—	Acquisitions (1)	—	—	15	—

Closures						Closures	(1)	(1)	(1)	(1)
Restaurants at end of period	Restaurants at end of period	93	77	93	77	Restaurants at end of period	93	76	93	76
Total restaurants	Total restaurants	456	451	456	451	Total restaurants	459	450	459	450

_____________________________

(1)Represents fifteen company-owned restaurants sold to a franchisee in 2022.

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Statement of Operations as a Percentage of Revenue

The following table summarizes key components of our results of operations for the periods indicated as a percentage of our total revenue, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.


		Fiscal Quarter Ended				Two Fiscal Quarters Ended					Fiscal Quarter Ended				Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021		September 27, 2022		September 28, 2021
		(unaudited)									(unaudited)
Revenue:	Revenue:									Revenue:
Restaurant revenue	Restaurant revenue	97.9	%	98.5	%	97.8	%	98.4	%	Restaurant revenue	97.9	%	98.4	%	97.8	%	98.4	%
Franchising royalties and fees, and other	Franchising royalties and fees, and other	2.1	%	1.5	%	2.2	%	1.6	%	Franchising royalties and fees, and other	2.1	%	1.6	%	2.2	%	1.6	%
Total revenue	Total revenue	100.0	%	100.0	%	100.0	%	100.0	%	Total revenue	100.0	%	100.0	%	100.0	%	100.0	%
Costs and expenses:	Costs and expenses:									Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):	Restaurant operating costs (exclusive of depreciation and amortization shown separately below):									Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales	Cost of sales	27.8	%	24.9	%	27.9	%	25.0	%	Cost of sales	28.1	%	25.1	%	27.9	%	25.0	%
Labor	Labor	30.3	%	29.8	%	31.2	%	30.8	%	Labor	30.8	%	30.0	%	31.1	%	30.5	%
Occupancy	Occupancy	8.6	%	9.3	%	9.3	%	10.0	%	Occupancy	8.8	%	9.3	%	9.1	%	9.8	%
Other restaurant operating costs	Other restaurant operating costs	17.8	%	17.0	%	18.7	%	17.8	%	Other restaurant operating costs	17.9	%	17.5	%	18.5	%	17.7	%
General and administrative	General and administrative	9.7	%	10.3	%	10.1	%	10.2	%	General and administrative	9.0	%	9.7	%	9.7	%	10.0	%
Depreciation and amortization	Depreciation and amortization	4.4	%	4.4	%	4.7	%	4.7	%	Depreciation and amortization	4.5	%	4.5	%	4.6	%	4.6	%
Pre-opening	Pre-opening	0.3	%	0.1	%	0.3	%	0.1	%	Pre-opening	0.3	%	0.1	%	0.3	%	0.1	%
Restaurant impairments, closure costs and asset disposals	Restaurant impairments, closure costs and asset disposals	1.5	%	0.3	%	1.4	%	0.7	%	Restaurant impairments, closure costs and asset disposals	1.3	%	0.9	%	1.3	%	0.8	%
Total costs and expenses	Total costs and expenses	98.6	%	95.1	%	101.7	%	97.9	%	Total costs and expenses	98.8	%	95.7	%	100.7	%	97.2	%
Income (loss) from operations	Income (loss) from operations	1.4	%	4.9	%	(1.7)	%	2.1	%	Income (loss) from operations	1.2	%	4.3	%	(0.7)	%	2.8	%

Interest expense, net	Interest expense, net	0.4	%	0.4	%	0.4	%	0.5	%	Interest expense, net	0.6	%	0.5	%	0.4	%	0.5	%
Income (loss) before taxes	Income (loss) before taxes	1.1	%	4.5	%	(2.1)	%	1.6	%	Income (loss) before taxes	0.6	%	3.8	%	(1.2)	%	2.3	%
Provision for (benefit from) income taxes		—	%	—	%	—	%	—	%
(Benefit from) provision for income taxes										(Benefit from) provision for income taxes	—	%	—	%	—	%	—	%
Net income (loss)	Net income (loss)	1.0	%	4.5	%	(2.1)	%	1.6	%	Net income (loss)	0.6	%	3.8	%	(1.2)	%	2.3	%

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~~Second~~Third Quarter Ended ~~June 28,~~September 27, 2022 Compared to ~~Second~~Third Quarter Ended ~~June 29,~~September 28, 2021

The table below presents our unaudited operating results for the ~~second~~third quarters of 2022 and 2021, and the related quarter-over-quarter changes.


		Fiscal Quarter Ended							Increase / (Decrease)						Fiscal Quarter Ended							Increase / (Decrease)
		June 28, 2022				June 29, 2021			$		%				September 27, 2022				September 28, 2021			$		%

					(in thousands, unaudited)													(in thousands, unaudited)
Revenue:	Revenue:													Revenue:
Restaurant revenue	Restaurant revenue	$	128,274			$	123,715		$	4,559	3.7	%	Restaurant revenue		$	126,638			$	123,094		$	3,544	2.9	%
Franchising royalties and fees, and other	Franchising royalties and fees, and other	2,793				1,934			859		44.4	%	Franchising royalties and fees, and other		2,743				2,032			711		35.0	%
Total revenue	Total revenue	131,067				125,649			5,418		4.3	%	Total revenue		129,381				125,126			4,255		3.4	%
Costs and expenses:	Costs and expenses:												Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):	Restaurant operating costs (exclusive of depreciation and amortization shown separately below):												Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales	Cost of sales	35,664				30,805			4,859		15.8	%	Cost of sales		35,528				30,946			4,582		14.8	%
Labor	Labor	38,828				36,926			1,902		5.2	%	Labor		39,049				36,896			2,153		5.8	%
Occupancy	Occupancy	11,074				11,519			(445)		(3.9)	%	Occupancy		11,135				11,426			(291)		(2.5)	%
Other restaurant operating costs	Other restaurant operating costs	22,792				21,082			1,710		8.1	%	Other restaurant operating costs		22,709				21,529			1,180		5.5	%
General and administrative	General and administrative	12,744				12,978			(234)		(1.8)	%	General and administrative		11,596				12,187			(591)		(4.8)	%
Depreciation and amortization	Depreciation and amortization	5,763				5,576			187		3.4	%	Depreciation and amortization		5,826				5,571			255		4.6	%
Pre-opening	Pre-opening	353				163			190		116.6	%	Pre-opening		337				125			212		169.6	%
Restaurant impairments, closure costs and asset disposals	Restaurant impairments, closure costs and asset disposals	1,971				390			1,581		*		Restaurant impairments, closure costs and asset disposals		1,672				1,126			546		48.5	%
Total costs and expenses	Total costs and expenses	129,189				119,439			9,750		8.2	%	Total costs and expenses		127,852				119,806			8,046		6.7	%
Income from operations	Income from operations	1,878				6,210			(4,332)		(69.8)	%	Income from operations		1,529				5,320			(3,791)		(71.3)	%

Interest expense, net	Interest expense, net	489				498			(9)		(1.8)	%	Interest expense, net		735				594			141		23.7	%
Income before income taxes	Income before income taxes	1,389				5,712			(4,323)		(75.7)	%	Income before income taxes		794				4,726			(3,932)		(83.2)	%
Provision for income taxes		44				29			15		51.7	%
(Benefit from) provision for income taxes													(Benefit from) provision for income taxes		(1)				29			(30)		(103.4)	%
Net income	Net income	$	1,345			$	5,683		$	(4,338)	(76.3)	%	Net income		$	795			$	4,697		$	(3,902)	(83.1)	%
Company-owned:	Company-owned:												Company-owned:
Average unit volume	Average unit volume	$	1,421			$	1,350		$	71	5.3	%	Average unit volume		$	1,387			$	1,377		$	10	0.7	%
Comparable restaurant sales	Comparable restaurant sales	5.1		%		55.7		%					Comparable restaurant sales		3.4		%		15.3		%

________________

*Not meaningful.

Revenue

Total revenue increased ~~$5.4~~$4.3 million in the ~~second~~third quarter of 2022, or ~~4.3%~~3.4%, to ~~$131.1~~$129.4 million, compared to ~~$125.6~~$125.1 million in the ~~second~~third quarter of 2021. This increase was primarily due to sales growth in the comparable restaurant base in addition to an incremental $3.5 million benefit from new restaurant openings since the beginning of the third quarter of 2021. This increase was partially offset by the refranchising of 15 company-owned restaurants in January of 2022, which equated to an ~~approximate $4.1~~approximate $4.5 million ~~decli~~nedecline in sales in the ~~second~~third quarter of 2022. System-wide comparable restaurant sales increased ~~5.1%~~ 2.1% in the ~~second~~third quarter of 2022 compared to the same period of 2021, ~~comprise~~dcomprised of a ~~5.1%~~3.4% increase at company-owned restaurants and a ~~5.3% increase~~3.8% decrease at franchise-owned restaurants. The decline in comparable restaurant sales for franchise restaurants is due to a challenging comparison of year over year growth due to strong franchise performance in 2021. The comparable restaurant sales increase in the ~~second~~third quarter of 2022 reflects momentum in our in-person channels, in addition to price increases in our core menu.

AUV increased year-over-year due to pricing increases for our core menu offering, in addition to ~~strong~~growth in off-premise sales, including digital, and growth in dine-in sales.

Cost of Sales

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Cost of sales increased by ~~$4.9~~$4.6 million, or ~~15.8%~~14.8%, in the ~~second~~third quarter of 2022 compared to the same period of 2021, due to the increase in restaurant revenue as well as increased commodity costs. As a percentage of restaurant revenue, cost of sales increased to ~~27.8%~~28.1% in the ~~second~~third quarter of 2022 compared to ~~24.9%~~25.1% in ~~second~~third quarter of 2021 primarily due to overall higher food and ingredient commodity pricing, particularly with our protein costs, in addition to higher promotional discounts, partially offset ~~slightly~~ by supply chain savings initiatives.

~~Table of Contents~~

Labor Costs

Labor costs increased by ~~$1.9~~$2.2 million, or ~~5.2%~~5.8%, in the ~~second~~third quarter of 2022 compared to the same period of 2021, due primarily to the increase in restaurant revenue as well as wage inflation. As a percentage of restaurant revenue, labor costs increased to ~~30.3%~~30.8% in the ~~second~~third quarter of 2022 from ~~29.8%~~30.0% in the ~~second~~third quarter of 2021 as a result of increases in base wage inflation and health insurance costs, which ~~was~~were partially offset by labor efficiencies and lower incentive pay.

Occupancy Costs

Occupancy costs decreased by ~~$0.4~~$0.3 million, or ~~3.9%~~2.5%, in the ~~second~~third quarter of 2022 compared to the ~~second~~third quarter of 2021, primarily due to refranchising 15 company-owned restaurants in January of 2022, as well as the impact of restaurants closed since the beginning of the ~~second~~third quarter of ~~2021 as well as the impact of refranchising 15 company-owned restaurants in January of 2022.~~2021. As a percentage of revenue, occupancy costs decreased to ~~8.6%~~8.8% in the ~~second~~third quarter of 2022, compared to 9.3% in the ~~second~~third quarter of 2021 as a result of sales leverage as well as the impact of the refranchising.

Other Restaurant Operating Costs

Other restaurant operating costs increased by ~~$1.7~~$1.2 million, or ~~8.1%~~5.5%, in the ~~second~~third quarter of 2022 compared to the ~~second~~third quarter of 2021, due to the increase in third-party delivery fees as well as increases in utilities. As a percentage of restaurant revenue, other restaurant operating costs increased to ~~17.8%~~17.9% in the ~~second~~third quarter of 2022 compared to ~~17.0%~~17.5% in the ~~second~~third quarter of 2021. Third-party delivery fees were ~~5.4%~~5.5% and 5.3% of total revenue for the ~~second~~third quarters of 2022 and 2021, respectively.

General and Administrative Expense

General and administrative expense decreased by ~~$0.2~~$0.6 million, or ~~1.8%~~4.8% in the ~~second~~third quarter of 2022 compared to the ~~second~~third quarter of 2021, due primarily to a reduction in ~~bonus expense and~~ employee related costs including incentive related costs offset by increases in expenses related to the Company’s return to normal business operations. As a percentage of revenue, general and administrative expense decreased to ~~9.7%~~9.0% in the ~~second~~third quarter of 2022 from ~~10.3%~~9.7% in the ~~second~~third quarter of 2021.

Depreciation and Amortization

Depreciation and amortization increased by ~~$0.2~~$0.3 million or ~~3.4%~~4.6% in the ~~second~~third quarter of 2022 compared to the ~~second~~third quarter of 2021, due primarily to new asset additions for restaurants opened partially offset by restaurant closures since the ~~second~~third quarter of 2021.

Restaurant Impairments, Closure Costs and Asset Disposals

Restaurant impairments, closure costs and asset disposals increased ~~$1.6~~$0.5 million in the ~~second~~third quarter of 2022 compared to the ~~second~~third quarter of 2021 due to expenses related to the divestiture of company-owned restaurants to franchisees in connection with the Warner Sale and restaurant impairments. There were two restaurants impaired in the ~~second~~third quarter of 2022 and ~~no restaurants~~one restaurant impaired in the ~~second~~third quarter of 2021. Both periods include disposals of assets in the normal course of business.

Interest Expense

Interest expense ~~remained relatively flat~~increased $0.1 million in the ~~second~~third quarter of 2022 compared to ~~the second~~the third quarter of 2021, asdue to higher interest rates and the write off of a portion of the unamortized debt issuance costs related to the Second Amended Credit Facility, partially offset by higher capitalized interest in the ~~second~~third quarter of 2022 ~~were offset by lower borrowings~~ as compared to the ~~second~~ third quarter of ~~2021~~.2021.

Provision for Income Taxes

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The effective tax rate for the ~~second~~third quarter of 2022 and for the ~~second~~third quarter of 2021 reflect the impact of the previously recorded valuation allowance. For the remainder of fiscal 2022, we do not anticipate material income tax expense or benefit as a result of the valuation allowance recorded. We will maintain a valuation allowance against deferred tax assets until there is sufficient evidence to support a full or partial reversal. The reversal of a previously recorded valuation allowance will generally result in a benefit from income tax.

~~Table of Contents~~

~~Two~~Three Quarters Ended ~~June 28,~~September 27, 2022 Compared to ~~Two~~Three Quarters Ended ~~June 29,~~September 28, 2021

The table below presents our unaudited operating results for the first ~~two~~three quarters of 2022 and 2021, and the related period-over-period changes.


		Two Fiscal Quarters Ended							Increase / (Decrease)						Three Fiscal Quarters Ended							Increase / (Decrease)
		June 28, 2022				June 29, 2021			$		%				September 27, 2022				September 28, 2021			$		%

					(in thousands, except percentages)													(in thousands, except percentages)
Revenue:	Revenue:													Revenue:
Restaurant revenue	Restaurant revenue	$	238,235			$	231,459		$	6,776	2.9	%	Restaurant revenue		$	364,873			$	354,553		$	10,320	2.9	%
Franchising royalties and fees, and other	Franchising royalties and fees, and other	5,394				3,767			1,627		43.2	%	Franchising royalties and fees, and other		8,137				5,799			2,338		40.3	%
Total revenue	Total revenue	243,629				235,226			8,403		3.6	%	Total revenue		373,010				360,352			12,658		3.5	%
Costs and expenses:	Costs and expenses:												Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):	Restaurant operating costs (exclusive of depreciation and amortization shown separately below):												Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales	Cost of sales	66,435				57,782			8,653		15.0	%	Cost of sales		101,963				88,728			13,235		14.9	%
Labor	Labor	74,321				71,232			3,089		4.3	%	Labor		113,370				108,128			5,242		4.8	%
Occupancy	Occupancy	22,223				23,168			(945)		(4.1)	%	Occupancy		33,358				34,594			(1,236)		(3.6)	%
Other restaurant operating costs	Other restaurant operating costs	44,658				41,287			3,371		8.2	%	Other restaurant operating costs		67,367				62,816			4,551		7.2	%
General and administrative	General and administrative	24,584				23,907			677		2.8	%	General and administrative		36,180				36,094			86		0.2	%
Depreciation and amortization	Depreciation and amortization	11,484				11,163			321		2.9	%	Depreciation and amortization		17,310				16,734			576		3.4	%
Pre-opening	Pre-opening	761				221			540		*		Pre-opening		1,098				346			752		*
Restaurant impairments, closure costs and asset disposals	Restaurant impairments, closure costs and asset disposals	3,360				1,621			1,739		107.3	%	Restaurant impairments, closure costs and asset disposals		5,032				2,747			2,285		83.2	%
Total costs and expenses	Total costs and expenses	247,826				230,381			17,445		7.6	%	Total costs and expenses		375,678				350,187			25,491		7.3	%
(Loss) income from operations	(Loss) income from operations	(4,197)				4,845			(9,042)		*		(Loss) income from operations		(2,668)				10,165			(12,833)		*

Interest expense, net	Interest expense, net	926				1,120			(194)		(17.3)	%	Interest expense, net		1,661				1,714			(53)		(3.1)	%
(Loss) income before taxes	(Loss) income before taxes	(5,123)				3,725			(8,848)		*		(Loss) income before taxes		(4,329)				8,451			(12,780)		*
(Benefit from) provision for income taxes	(Benefit from) provision for income taxes	(39)				19			(58)		*		(Benefit from) provision for income taxes		(40)				48			(88)		*
Net (loss) income	Net (loss) income	$	(5,084)			$	3,706		$	(8,790)	*		Net (loss) income		$	(4,289)			$	8,403		$	(12,692)	*
Company-owned:	Company-owned:												Company-owned:
Average unit volumes	Average unit volumes	$	1,337			$	1,260		$	77	6.1	%	Average unit volumes		$	1,353			$	1,298		$	55	4.2	%
Comparable restaurant sales	Comparable restaurant sales	5.2		%		29.8		%					Comparable restaurant sales		4.6		%		25.4		%

________________

*Not meaningful.

Revenue

Total revenue increased by ~~$8.4~~$12.7 million, or ~~3.6%~~3.5%, in the first ~~two~~three quarters of 2022, to ~~$243.6~~$373.0 million compared to ~~$235.2~~$360.4 million in the same period of 2021. This increase was primarily due to the increase in comparable restaurant sales and an incremental benefit of $8.6 million in sales for new restaurant openings since the beginning of the third quarter of 2021. This increase was partially offset by ~~temporary restaurant closures mainly during the first quarter of 2022 and~~ the impact of refranchising 15 company-owned restaurants of approximately ~~$7.1~~$12.6 million.

Comparable restaurant sales increased ~~5.2%~~4.6% at company-owned restaurants, increased ~~8.3%~~4.0% at franchise-owned restaurants and increased ~~5.7%~~4.5% system-wide in the first ~~two~~three quarters of 2022. The comparable restaurant sales improvement in the first ~~two~~ three

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quarters of 2022 was primarily driven by continued momentum in both digital and in-person channels, as well as several price increases implemented on our core menu.

AUV, which normalizes for the impact of temporary restaurant closures, increased year-over-year due to pricing increases for our core menu offerings, in addition to strong off-premise sales, including digital, and growth in dine-in sales.

~~Table of Contents~~

Cost of Sales

Cost of sales increased by ~~$8.7~~$13.2 million, or ~~15.0%~~14.9%, in the first ~~two~~three quarters of 2022 compared to the same period of 2021, due primarily to the increase in restaurant sales and commodity inflation. As a percentage of restaurant revenue, cost of sales increased to 27.9% in the first ~~two~~three quarters of 2022 compared to 25.0% in the first ~~two~~three quarters of 2021, primarily due to increases in certain commodity costs, particularly with our protein costs, and higher discounts partially offset by supply chain savings initiatives.

Labor Costs

Labor costs increased by ~~$3.1~~$5.2 million, or ~~4.3%~~4.8%, in the first ~~two~~three quarters of 2022 compared to the same period of 2021, due primarily to the increase in restaurant sales in addition to wage inflation. As a percentage of restaurant revenue, labor costs increased to ~~31.2%~~31.1% in the first ~~two~~three quarters of 2022 compared to ~~30.8%~~30.5% in the first ~~two~~three quarters of 2021. The increase as a percentage of restaurant revenue was primarily due to accelerating wage inflation ~~and inefficiencies in labor due to reduced operating hours mainly in the first quarter~~ partially offset by labor initiatives and lower incentive pay.

Occupancy Costs

Occupancy costs decreased by ~~$0.9~~$1.2 million, or ~~4.1%~~3.6%, in the first ~~two~~three quarters of 2022 compared to the first ~~two~~three quarters of 2021, due primarily to refranchising 15 company-owned restaurants in January of 2022, as well as the impact of restaurants closed or impaired since the beginning of the ~~second~~third quarter of 2021. As a percentage of revenue, occupancy costs decreased to ~~9.3%~~9.1% in first ~~two~~three quarters of 2022, compared to ~~10.0%~~9.8% in the first ~~two~~three quarters of 2021, primarily due to sales leverage.

Other Restaurant Operating Costs

Other restaurant operating costs increased by ~~$3.4~~$4.6 million, or ~~8.2%~~7.2%, in the first ~~two~~three quarters of 2022 compared to the first ~~two~~three quarters of 2021. As a percentage of restaurant revenue, other restaurant operating costs increased tto~~o 18.7%~~ 18.5% in the first ~~two~~three quarters of 2022, compared to ~~17.8%~~ 17.7% in thethe first ~~two~~three quarters of 2021, due primarily to higher ~~revenue partially offset by~~ third-party delivery fees and increases in ~~repairs and maintenance and utilities as dining rooms returned to full capacity.~~utility rates. Third-party delivery fees were ~~5.8%~~5.7% and ~~5.5%~~5.4% of total revenue for the first ~~two~~three quarters of 2022 and 2021, respectively.

General and Administrative Expense

General and administrative expense increased by ~~$0.7~~$0.1 million, or ~~2.8%~~0.2%, in the first ~~two~~three quarters of 2022 compared to the first ~~two~~three quarters of 2021, primarily due to increases in software maintenance, recruiting costs and travel related expenses, partially offset by a reduction in bonus ~~expense and employee related costs.~~expense. As a percentage of revenue, general and administrative expense ~~remained relatively flat~~decreased to 9.7% in the first ~~two~~three quarters of 2022 ~~compared to~~from 10.0% in the first ~~two~~three quarters of 2021.

Depreciation and Amortization

Depreciation and amortization increased by ~~$0.3~~$0.6 million, or ~~2.9%~~3.4%, in the first ~~two~~three quarters of 2022 compared to the first ~~two~~three quarters of 2021, primarily due to new asset additions. As a percentage of revenue, depreciation and amortization remained relatively flat in the first ~~two~~three quarters of 2022 compared to the first ~~two~~three quarters of 2021.

Restaurant Impairments, Closure Costs and Asset Disposals

Restaurant impairments, closure costs and asset disposals increased by ~~$1.7~~$2.3 million in the first ~~two~~three quarters of 2022 compared to the first ~~two~~three quarters of 2021. The increase was largely due to ~~more impairment and closure costs during~~the expenses from the divestiture of company-owned restaurants in January 2022 as well as other lease related costs. Additionally, expenses in the prior comparable period were partially offset by a gain on insurance proceeds from a property damage. There were four restaurant impairments in the first ~~two~~three quarters of 2022 as compared to ~~the same period in 2021. There were~~ two restaurant impairments in the first ~~two~~three quarters of ~~2022 compared to one restaurant impairment in the first two quarters~~2021.

Table of ~~2021. During the first two quarters of 2022, we also incurred losses from the disposal of assets related to the divestiture of company-owned restaurants to a franchisee.~~Contents

Interest Expense

Interest expense decreased by ~~$0.2~~$0.1 million in the first ~~two~~three quarters of 2022 compared to the same period of 2021. The decrease was mainly due to lower average borrowings in the first ~~two~~three quarters of 2022 compared to the first ~~two~~three quarters of 2021.

~~Table of Contents~~

Provision for Income Taxes

The effective tax rate for the first ~~two~~three quarters of 2022 and for the first ~~two~~three quarters of 2021 reflect the impact of the previously recorded valuation allowance. For the remainder of fiscal 2022, we do not anticipate material income tax expense or benefit as a result of the valuation allowance recorded. We will maintain a valuation allowance against deferred tax assets until there is sufficient evidence to support a full or partial reversal. The reversal of a previously recorded valuation allowance will generally result in a benefit from income ~~tax.~~tax. We estimate the annual effective tax rate for 2022 to be ~~between~~between 0.25% and 1.25%.

Liquidity and Capital Resources

Summary of Cash Flows

We have historically used cash and our revolving credit facility to fund capital expenditures for new restaurant openings, reinvest in our existing restaurants, invest in infrastructure and information technology and maintain working capital. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day, or in the case of credit or debit card transactions, within several days of the related sale, and we typically have up to 30 days to pay our vendors.

We believe that we will be in compliance with our debt covenants and have sufficient sources of cash to meet our liquidity needs and capital resource requirements for at least the next twelve months, primarily through currently available cash and cash equivalents and cash flows from operations.

Cash flows from operating, investing and financing activities are shown in the following table (in thousands):


		Two Fiscal Quarters Ended					Three Fiscal Quarters Ended
		June 28, 2022		June 29, 2021			September 27, 2022		September 28, 2021
Net cash provided by operating activities	Net cash provided by operating activities	$	6,043	$	23,246	Net cash provided by operating activities	$	7,820	$	29,896
Net cash used in investing activities	Net cash used in investing activities	(15,147)		(7,476)		Net cash used in investing activities	(20,972)		(12,559)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	8,638		(6,286)		Net cash provided by (used in) financing activities	12,737		(22,028)
Net (decrease) increase in cash and cash equivalents		$	(466)	$	9,484
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	$	(415)	$	(4,691)

Operating Activities

Net cash provided by operating activities was ~~$6.0~~$7.8 million in the ~~two~~three quarters of 2022 compared to ~~net cash provided by operating activities of $23.2~~$29.9 million in the ~~two~~three quarters of 2021. The decrease in operating cash flows resulted primarily from a decrease in net income, as well as working capital changes during the first ~~two~~three quarters of 2022 compared to the prior period of 2021. Working capital variance includes uses of cash related to payroll timing, decreases in liabilities held for sale related to the Warner Sale and changes in other accrued expenses.

Investing Activities

Net cash used in investing activities increased ~~$7.7~~$8.4 million in the ~~two~~three quarters of 2022 from ~~$7.5~~$12.6 million in the ~~two~~three quarters of 2021. This increase was primarily due to ~~higher~~ investments in ~~eight~~eleven new restaurant openings in the first ~~two~~three quarters of 2022 compared to ~~two~~four new restaurant openings in 2021.

Financing Activities

Net cash provided by financing activities was ~~$8.6~~$12.7 million in the ~~two~~three quarters of 2022 related to draws on our revolving credit facility ~~of $11.1 million~~ to fund new restaurant openings partially offset by ~~repayments~~debt issuance costs and payments on ~~our long-term debt and~~ finance leases.

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Capital Resources

Future Capital Expenditure Requirements. Our capital expenditure requirements are primarily dependent upon the pace of our real estate development program and resulting new restaurant openings, costs for maintenance and remodeling of our existing restaurants as well as information technology expenses and other general corporate capital expenditures.

~~Table of Contents~~

We estimate capital expenditures will be ~~approximat~~approxim~~ely~~ately $30.0 million to $33.0 million for fiscal year 2022, including $7.0 million to $10.0 million in the fourth quarter, primarily for the opening of company-owned restaurants before any reductions for landlord reimbursements, reinvestment in existing restaurants and investments in technology. We expect such capital expenditures to be funded by currently available cash and cash equivalents, cash flows from operations and if necessary, undrawn capacity under our revolving credit line.

Current Resources. Our operations have not historically required significant working capital and, like many restaurant companies, we operate with negative working capital. Restaurant sales are primarily paid for in cash or by credit or debit card, and restaurant operations do not require significant inventories or receivables. In addition, we receive trade credit for the purchase of food, beverages and supplies, therefore reducing the need for incremental working capital to support growth.

Liquidity. As of ~~June 28,~~September 27, 2022, we had a cash balance of $1.8 million compared to $2.3 million as of December 28, 2021. The amount available for future borrowings under our Third Amended Credit Facility was $84.2 million compared to $60.9 million under our Second Amended Credit Facility ~~was $60.9 million.~~as of June 28, 2022. We believe that our current cash and cash equivalents, the expected cash flows from company-owned restaurant operations, the expected franchise fees and royalties and available borrowings under the credit facility will be sufficient to fund our cash requirements for working capital needs, new restaurant openings, and capital improvements and maintenance of existing restaurants for at least the next twelve months.

Credit Facility

On May 9, 2018, we entered into a credit facility with U.S. Bank National Association (the “2018 Credit Facility”). The 2018 Credit Facility consisted of a term loan facility in an aggregate principal amount of $25.0 million and a revolving credit facility of $65.0 million, which included a letter of credit subfacility in the amount of $15.0 million and a swingline subfacility in the amount of $10.0 million.

In November of 2019, we amended our 2018 Credit Facility by entering into that certain First Amendment to Credit Agreement (the “Amendment” and the 2018 Credit Facility, as amended, the “First Amended Credit Facility”). Among other things, the Amendment: (i) extended the maturity date to November 20, 2024; (ii) increased the revolving credit facility from $65.0 million to $75.0 million; (iii) delayed step downs of the Company’s leverage covenant; and (iv) increased the limit on capital expenditures to $37.0 million in 2020 and to $45.0 million in 2021 and each fiscal year thereafter. Upon execution of the First Amended Credit Facility, the Company repaid in full its outstanding indebtedness under its prior credit facility using funds drawn on the First Amended Credit Facility. Upon repayment, the prior credit facility and all related agreements were terminated.

On June 16, 2020, ~~(the “Effective Date”), the Company~~we amended ~~its~~our First Amended Credit Facility by entering into the Second Amendment to the Credit Agreement (the “Second Amendment” and the First Amended Credit Facility, as amended, the “Second Amended Credit Facility”). Beginning on the Effective Date and through the third quarter of 2021 (the “Amendment Period”), borrowings under the Second Amended Credit Facility, including the term loan facility, bore interest at LIBOR plus 3.25% per annum. Following the Amendment Period, borrowings bore interest at LIBOR plus a margin of 2.00% to 3.00% per annum, based upon the consolidated total lease-adjusted leverage ratio. Among other things, the Second Amendment (i) waives the lease-adjusted leverage ratio and fixed charge ratio covenants through the first quarter of 2021; (ii) amends the Company’s lease-adjusted leverage ratio and fixed coverage ratio covenant thresholds beginning in the second quarter of 2021 through the third quarter of 2022 and the first quarter of 2022, respectively and (iii) limits capital expenditures to $12.0 million in 2020, $12.0 million plus a liquidity-based performance basket up to an additional $12.0 million in 2021, $34.0 million in 2022, $37.0 million in 2023 and $45.0 million annually thereafter.

As of June 28, 2022, we had $32.2 million of indebtedness (excluding $1.1 million of unamortized debt issuance costs) and $3.0 million of letters of credit outstanding under the Second Amended Credit Facility.

~~Our Second Amended Credit Facility is secured by a pledge of stock of substantially all of our subsidiaries and a lien on substantially all of our and our subsidiaries’ personal property assets.~~

On July 27, 2022, twe~~he Company~~ amended and restated ~~its~~our Second Amended Credit Facility by entering into the Third Amendment to the Credit Agreement (the “Third Amendment” or the “Third Amended Credit Facility”). which matures on July 27, 2027. Among other things, the Third Amendment: (i) increased the credit facility from $100.0 million to $125.0 million; (ii) eliminated the term loan and principal amortization components of the credit facility; (iii) removed the ~~Company’s~~our capital expenditure covenant; (iv) enhanced flexibility for certain covenants and restrictions; and (v) lowered the spread within ~~the Company’s~~our cost of borrowing and ~~will transition~~transitioned to the ~~Secured Overnight Financing Rate (“SOFR”)~~SOFR plus a margin of 1.50% to 2.50% per annum, based upon the consolidated total lease-adjusted leverage ratio. Our Third Amended Credit Facility is secured by a pledge of stock of substantially all of our subsidiaries and a lien on substantially all of our and our subsidiaries’ personal property assets.

As of September 27, 2022, we had $37.9 million of indebtedness (excluding $1.7 million of unamortized debt issuance costs) and $3.0 million of letters of credit outstanding under the Third Amended Credit Facility.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or obligations as of ~~June 28,~~September 27, 2022.

Critical Accounting Policies and Estimates

~~Table of Contents~~

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies.

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Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended December 28, 2021. Critical accounting estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our critical accounting estimates are identified and described in our annual consolidated financial statements and the related notes included in our Annual Report on Form 10-K for our fiscal year ended December 28, 2021.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to market risk from changes in interest rates on debt. Our exposure to interest rate fluctuations is limited to our outstanding bank debt, which bears interest at variable rates. As of ~~June 28,~~September 27, 2022, we had ~~$32.2~~$37.9 million of outstanding borrowings under our credit ~~facility.~~facility with an average interest rate during the third quarter of 2022 of 4.97%, compared to 3.42% during the third quarter of 2021, driven by an increase in market base rates. An increase or decrease of 1.0% in the effective interest rate applied on these loans would have resulted in a pre-tax interest expense fluctuation of approximately ~~$0.3~~$0.4 million on an annualized basis.

Commodity Price Risk

We purchase certain products that are affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions and other factors which are not considered predictable or within our control. Although these products are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements contain risk management techniques designed to minimize price volatility. However, during the first ~~half~~three quarters of 2022, due to the volatility in several commodity markets and driven by vendor availability, many of our contracts were shorter duration than typical and, in some cases, were based on floating rate prices rather than fixed rate. As a result, we saw higher cost of food in the first ~~half~~three quarters than in prior periods. Despite these increases, we believe we have material pricing power with our guests that allows us to adjust our menu pricing or change our product delivery strategy without impact to the demand for our brand. Although the overall cost of food remains high, throughout the third quarter of 2022 the commodity markets underlying our cost of food began to improve materially, particularly in regards to the price of chicken which is expected to be realized in fourth quarter 2022 and 2023. However, increases in commodity prices, without adjustments to our menu prices, have and could continue to increase restaurant operating costs as a percentage of restaurant revenue.

Inflation

The primary inflationary factors affecting our operations are food, labor costs, energy costs and materials used in the construction of new restaurants. Increases in the minimum wage requirements directly affect our labor costs. Many of our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Finally, the cost of constructing our restaurants is subject to inflationary increases in the costs of labor and material which we experienced in the first ~~two~~three quarters of 2022. ~~Over the past five years, inflation~~Inflation has ~~not~~more significantly ~~affected~~impacted our operating results ~~with~~during the ~~exception~~first three quarters of ~~the current~~2022 than compared to prior years, particularly in our commodity and construction ~~inflation experienced~~markets, in ~~the first two quarters of 2022 and~~addition to increased wage inflation that affected our results from 2017 through the first ~~two~~three quarters of 2022. We expect inflation may continue to affect our results in the near future.

Item 4. Controls and Procedures

Our management carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June 28,~~September 27, 2022, pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules

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and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

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PART II

Item 1. Legal Proceedings

We are currently not a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors, and there can be no assurances that favorable outcomes will be obtained.

Item 1A. Risk Factors

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended December 28, 2021. There have been no material changes to our Risk Factors as previously reported in our Annual Report on Form 10-K for our fiscal year ended December 28, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibit Index


Exhibit Number						Description of Exhibit
10.1						~~Third Amendment to Credit~~Form of Restricted Stock Unit Agreement dated July 27, 2022, by and among Noodles & Company, each of the Guarantors signatory thereto, U.S. Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Issuer and the lenders signatory thereto For General Manager Equity Partner Plan
31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.0						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


NOODLES & COMPANY
By:			/s/ CARL LUKACH
			Carl Lukach Chief Financial Officer (principal financial officer and duly authorized signatory for the registrant)
Date			~~July 28,~~November 4, 2022

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			Page
PART I
	Item 1.	Financial Statements (unaudited)	2
		Condensed Consolidated Balance Sheets	2
		Condensed Consolidated Statements of Operations	3
		Condensed Consolidated Statements of Stockholders’ Equity	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1413
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2625
	Item 4.	Controls and Procedures	2625
PART II
	Item 1.	Legal Proceedings	2827
	Item 1A.	Risk Factors	2827
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2827
	Item 3.	Defaults Upon Senior Securities	2827
	Item 4.	Mine Safety Disclosures	2827
	Item 5.	Other Information	2827
	Item 6.	Exhibits	2928
SIGNATURES			3029