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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of ~~July 28, 2019,~~April 26, 2020, the registrant had ~~23,768,375~~23,684,000 shares of common stock, $0.01 par value per share, outstanding.

	June 30,			December 30,			March 29,			December 29,
	2019			2018			2020			2019
Assets
Current assets
Cash and cash equivalents	$	18,066		$	19,775		$	45,816		$	18,806
Accounts receivable, net of allowances of $131 and $113 as of June 30, 2019 and December 30, 2018, respectively		4,545			4,737
Accounts receivable, net of allowances of $258 and $202 as of March 29, 2020 and December 29, 2019, respectively								2,651			4,257
Inventories		3,357			3,482			3,245			3,473
Prepaid expenses and other current assets		8,182			11,426			8,454			5,687
Total current assets		34,150			39,420			60,166			32,223

Property and equipment, net		81,628			87,782			73,006			79,032
Right-of-use assets for operating leases		216,540			—			208,239			211,988
Indefinite-lived intangible assets		3,404			3,404			3,404			3,404
Goodwill		2,222			2,222			2,222			2,222
Deferred income taxes		—			13,385
Deferred expenses, net and other assets		6,898			7,002			4,032			4,010
Total assets	$	344,842		$	153,215		$	351,069		$	332,879

Liabilities and Equity
Current liabilities
Accounts payable	$	4,222		$	3,835		$	3,375		$	3,886
Accrued expenses		21,303			25,029			15,656			20,398
Short-term operating lease liabilities		29,126			—			29,701			29,319
Accrued income taxes		162			162			171			171
Debt from revolving credit facility								39,786			-
Total current liabilities		54,813			29,026			88,689			53,774

Deferred rent and landlord allowances		—			22,905
Long-term operating lease liabilities		210,898			—			202,902			206,726
Other long-term liabilities		6,255			5,751			3,274			3,210
Total liabilities		271,966			57,682			294,865			263,710

Commitments and contingencies (Note 9)
Commitments and contingencies (Note 10)

Equity
Common stock, $0.01 par value—authorized 200,000,000 shares; outstanding 23,768,375 and 24,142,586 shares as of June 30, 2019 and December 30, 2018, respectively		331			330
Common stock, $0.01 par value—authorized 200,000 shares; outstanding 23,684 and 23,638 shares as of March 29, 2020 and December 29, 2019, respectively								331			331
Additional paid-in-capital		434,407			432,771			435,768			435,278
Treasury stock, held at cost, 9,291,732 and 8,801,154 shares as of June 30, 2019, and December 30, 2018, respectively		(111,874	)		(108,372	)
Treasury stock, held at cost, 9,488 and 9,465 shares as of March 29, 2020, and December 29, 2019, respectively								(112,751	)		(112,680	)
Accumulated deficit		(250,394	)		(229,558	)		(267,422	)		(254,081	)
Total stockholders’ equity		72,470			95,171			55,926			68,848
Non-controlling interest		406			362			278			321
Total equity		72,876			95,533			56,204			69,169

Total liabilities and equity	$	344,842		$	153,215		$	351,069		$	332,879

See accompanying notes to the unaudited condensed consolidated financial statements.

	For the 13 Weeks Ended						For the 26 Weeks Ended						For the 13 Weeks Ended
	June 30,			July 1,			June 30,			July 1,			March 29,			March 31,
	2019			2018			2019			2018			2020			2019
Revenues
Sandwich shop sales, net	$	104,801		$	109,381		$	202,059		$	211,628		$	86,961		$	97,258
Franchise royalties and fees		829			966			1,658		$	1,636			629			829
Total revenues		105,630			110,347			203,717			213,264			87,590			98,087

Expenses
Sandwich shop operating expenses
Cost of goods sold, excluding depreciation		28,264			28,639			54,242			55,275			24,174			25,978
Labor and related expenses		32,114			32,412			64,087			63,991			30,397			31,973
Occupancy expenses		15,230			14,985			29,607			29,711			15,028			14,377
Other operating expenses		11,816			12,793			23,961			25,293			12,765			12,145
General and administrative expenses		13,843			13,440			26,552			25,628			10,734			12,709
Depreciation expense		5,585			5,858			11,121			11,684			5,456			5,536
Pre-opening costs		—			68			10			136			64			10
Impairment and loss on disposal of property and equipment		246			2,057			328			4,081			5,957			82
Total expenses		107,098			110,252			209,908			215,799			104,575			102,810
Income (loss) from operations		(1,468	)		95			(6,191	)		(2,535	)
Loss from operations														(16,985	)		(4,723	)

Interest expense		35			28			67			55			74			32
Income (loss) before income taxes		(1,503	)		67			(6,258	)		(2,590	)
Loss before income taxes														(17,059	)		(4,755	)
Income tax expense (benefit)		246			302			13,865			(202	)		(3,709	)		13,619
Net loss		(1,749	)		(235	)		(20,123	)		(2,388	)		(13,350	)		(18,374	)
Net income attributable to non-controlling interest		117			125			182			166
Net income (loss) attributable to non-controlling interest														(14	)		65
Net loss attributable to Potbelly Corporation	$	(1,866	)	$	(360	)	$	(20,305	)	$	(2,554	)	$	(13,336	)	$	(18,439	)

Net loss per common share attributable to common stockholders:
Basic	$	(0.08	)	$	(0.01	)	$	(0.85	)	$	(0.10	)	$	(0.56	)	$	(0.76	)
Diluted	$	(0.08	)	$	(0.01	)	$	(0.85	)	$	(0.10	)	$	(0.56	)	$	(0.76	)
Weighted average shares outstanding:
Basic		23,908,095			25,551,386			24,020,567			25,348,121			23,646			24,133
Diluted		23,908,095			25,551,386			24,020,567			25,348,121			23,646			24,133

See accompanying notes to the unaudited condensed consolidated financial statements.

For the 13 weeks ended:	Common Stock					Treasury			Additional Paid-In-		Accumulated			Non- Controlling						Common Stock					Treasury			Additional Paid-In-		Accumulated			Non- Controlling
	Shares			Amount		Stock			Capital		Deficit			Interest			Total Equity			Shares			Amount		Stock			Capital		Deficit			Interest			Total Equity
Balance at April 1, 2018		25,286,229			321		(85,441	)		424,771		(222,874	)		556		$	117,333
Balance at December 30, 2018																					24,143			330		(108,372	)		432,771		(229,558	)		362		$	95,533
Cumulative impact of Topic 842, net of tax of $196																					—			—		—			—		(531	)		—			(531	)
Net income (loss)		—			—		—			—		(360	)		125			(235	)		—			—		—			—		(18,439	)		65			(18,374	)
Stock-based compensation plans		625,063			6		—			4,483		—			—			4,489			33			—		—			170		—			—			170
Repurchases of common stock		(259,339	)		—		(3,386	)		—		—			—			(3,386	)		(135	)		—		(1,144	)		—		—			—			(1,144	)
Distributions to non-controlling interest		—			—		—			—		—			(256	)		(256	)
Treasury shares used for stock-based plans																					(3	)		—		(25	)		—		—			—			(25	)
Stock-based compensation expense		—			—		—			1,389		—			—			1,389			—			—		—			459		—			—			459
Balance at July 1, 2018		25,651,953		$	327	$	(88,827	)	$	430,643	$	(223,234	)	$	425		$	119,334
Balance at March 31, 2019																					24,038		$	330	$	(109,541	)	$	433,400	$	(248,528	)	$	427		$	76,088

Balance at March 31, 2019		24,038,211		$	330	$	(109,541	)	$	433,400	$	(248,528	)	$	427		$	76,088
Balance at December 29, 2019																					23,638		$	331	$	(112,680	)	$	435,278	$	(254,081	)	$	321		$	69,169
Cumulative impact of Topic 326, net of tax of $2																					—			—		—			—		(5	)		—			(5	)
Net income (loss)		—			—		—			—		(1,866	)		117			(1,749	)		—			—		—			—		(13,336	)		(14	)		(13,350	)
Stock-based compensation plans		82,694			1		—			2		—			—			3			68			—		—			—		—			—			—
Repurchases of common stock		(350,659	)		—		(2,323	)		—		—			—			(2,323	)
Treasury shares used for stock-based plans																					(22	)		—		(71	)		—		—			—			(71	)
Distributions to non-controlling interest		—			—		—			—		—			(177	)		(177	)		—			—		—			—		—			(172	)		(172	)
Contributions from non-controlling interest		—			—		—			—		—			39			39			—			—		—			—		—			143			143
Treasury shares used for stock-based plans		(1,871	)		—		(10	)		—		—			—			(10	)
Stock-based compensation expense		—			—		—			1,005		—			—			1,005			—			—		—			490		—			—			490
Balance at June 30, 2019		23,768,375		$	331	$	(111,874	)	$	434,407	$	(250,394	)	$	406		$	72,876
Balance at March 29, 2020																					23,684		$	331	$	(112,751	)	$	435,768	$	(267,422	)	$	278		$	56,204

See accompanying notes to the unaudited condensed consolidated financial statements.

For the 26 weeks ended:

Common Stock

Treasury

Additional
Paid-In-

Accumulated

Non-
Controlling

Shares

Amount

Stock

Capital

Deficit

Interest

Total Equity

Balance at December 31, 2017

24,999,688

318

(85,262
)

421,657

(219,990
)

515

$
117,238

Cumulative impact of Topic 606

—

—

—

—

(690
)

—

(690
)
Net income (loss)

—

—

—

—

(2,554
)

166

(2,388
)
Stock-based compensation plans

925,375

9

—

6,735

—

—

6,744

Repurchases of common stock

(264,339
)

—

(3,449
)

—

—

—

(3,449
)
Distributions to non-controlling
   interest

—

—

—

—

—

(256
)

(256
)
Treasury shares used for stock-based
   plans

(8,771
)

—

(116
)

—

—

—

(116
)
Stock-based compensation expense

—

—

—

2,251

—

—

2,251

Balance at July 1, 2018

25,651,953

$
327

$
(88,827
)

$
430,643

$
(223,234
)

$
425

$
119,334

Balance at December 30, 2018

24,142,586

$
330

$
(108,372
)

$
432,771

$
(229,558
)

$
362

$
95,533

Cumulative impact of Topic 842, net
   of tax of $196

—

—

—

—

(531
)

—

$
(531
)
Net income (loss)

—

—

—

—

(20,305
)

182

(20,123
)
Stock-based compensation plans

116,367

1

—

172

—

—

173

Repurchases of common stock

(485,659
)

—

(3,467
)

—

—

—

(3,467
)
Distributions to non-controlling
   interest

—

—

—

—

—

(177
)

(177
)
Contributions from non-controlling
   interest

—

—

—

—

—

39

39

Treasury shares used for stock-based
   plans

(4,919
)

—

(35
)

—

—

—

(35
)
Stock-based compensation expense

—

—

—

1,464

—

—

1,464

Balance at June 30, 2019

23,768,375

$
331

$
(111,874
)

$
434,407

$
(250,394
)

$
406

$
72,876

~~See accompanying notes to the unaudited condensed consolidated financial statements.~~

	For the 26 Weeks Ended						For the 13 Weeks Ended
	June 30,			July 1,			March 29,			March 31,
	2019			2018			2020			2019
Cash flows from operating activities:
Net loss	$	(20,123	)	$	(2,388	)	$	(13,350	)	$	(18,374	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		11,121			11,684			5,456			5,536
Noncash lease expense		13,826			—			7,295			7,829
Deferred income tax		13,790			(150	)		5			13,580
Stock-based compensation expense		1,464			2,251			490			459
Asset impairment, store closure and disposal of property and equipment		433			4,221			6,236			87
Other operating activities		18			311			20			9
Changes in operating assets and liabilities:
Accounts receivable, net		192			(822	)		1,620			(811	)
Inventories		125			263			228			189
Prepaid expenses and other assets		3,322			(924	)		(3,252	)		1,455
Accounts payable		303			676			(767	)		(130	)
Operating lease liabilities		(15,281	)		—			(7,653	)		(7,860	)
Accrued expenses and other liabilities		(2,202	)		2,745			(4,144	)		(4,342	)
Net cash provided by operating activities:		6,988			17,867
Net cash used in operating activities:								(7,816	)		(2,373	)

Cash flows from investing activities:
Purchases of property and equipment	$	(5,230	)	$	(11,614	)	$	(4,860	)	$	(2,572	)
Net cash used in investing activities:		(5,230	)		(11,614	)		(4,860	)		(2,572	)

Cash flows from financing activities:
Borrowings under credit facility							$	39,786		$	—
Proceeds from exercise of stock options	$	173		$	6,744			—			170
Employee taxes on certain stock-based payment arrangements		(35	)		(512	)		(71	)		(25	)
Treasury stock repurchases		(3,467	)		(3,449	)		—			(1,144	)
Distributions to non-controlling interest		(177	)		(256	)		(172	)		—
Contributions from non-controlling interest		39			—			143			—
Net cash (used in) provided by financing activities:		(3,467	)		2,527
Net cash provided by (used in) financing activities:								39,686			(999	)

Net increase (decrease) in cash and cash equivalents		(1,709	)		8,780			27,010			(5,944	)
Cash and cash equivalents at beginning of period		19,775			25,530			18,806			19,775
Cash and cash equivalents at end of period	$	18,066		$	34,310		$	45,816		$	13,831

Supplemental cash flow information:
Income taxes paid	$	180		$	244		$	9		$	4
Interest paid		48			38			25			24
Supplemental non-cash investing and financing activities:
Unpaid liability for purchases of property and equipment	$	583		$	1,299		$	1,091		$	161

See accompanying notes to the unaudited condensed consolidated financial statements

Potbelly Corporation (the “Company” or “Potbelly”), through its wholly owned subsidiaries, owns or operates more than 400 company-owned shops in the United States. Additionally, Potbelly franchisees operate ~~more than~~over 40 shops ~~domestically.~~in the United States.

The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of Potbelly Corporation and its subsidiaries and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December ~~30, 2018.~~29, 2019. The unaudited condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC rules and regulations. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), that are necessary to present fairly the Company’s ~~financial position~~balance sheet as of ~~June 30, 2019~~March 29, 2020 and December ~~30, 2018,~~29, 2019, its statement of operations for the 13 ~~and 26~~ weeks ended ~~June 30,~~March 29, 2020 and March 31, 2019, ~~and July 1, 2018,~~ the statement of equity for the 13 ~~and 26~~ weeks ended ~~June 30,~~March 29, 2020 and March 31, 2019, ~~and July 1, 2018~~ and its statement of cash flows for the 2613 weeks ended ~~June 30,~~March 29, 2020 and March 31, 2019 ~~and July 1, 2018~~ have been included. The consolidated statements of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus ("COVID-19") and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. In response to the pandemic, many states and jurisdictions in which we operate have issued stay-at-home orders and other measures aimed at slowing the spread of the coronavirus. While most of our company-owned shops remain open in accordance with guidance from local authorities, these measures resulted in us closing the vast majority our dining rooms and shifting to off-premise operations only, and we experienced a sudden and drastic decrease in revenues.

The disruption in operations and reduction in revenues have led the Company to consider the impact of the COVID-19 pandemic on the recoverability of its assets, including property and equipment, right-of-use assets for operating leases, goodwill and intangible assets, and others.

Due to the impact of the COVID-19 pandemic, the Company performed impairment analyses of its goodwill, intangible assets, and long-lived assets, which includes property and equipment and right-of-use assets for operating leases, as of March 29, 2020. The impairment assessments for both goodwill and indefinite lived intangible assets resulted in the conclusion that the fair value of these assets exceeded their carrying values. Accordingly, the Company did not record any impairment to its goodwill or indefinite-lived intangible assets during the thirteen weeks ended March 29, 2020. The Company recorded an impairment charge for its long-lived assets of $5.9 million for the 13 weeks ended March 29, 2020, primarily driven by the expected impact of the COVID-19 pandemic on future cash flows. The ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material. See Note 3 for further details.

The Company recognized an income tax benefit of $3.7 million for the thirteen weeks ended March 29, 2020 primarily due to the impact of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The Company estimates that it will be able to obtain a tax refund of $3.7 million from the carryback of NOLs and a refund of prior AMT credits. See Note 5 for further details.

To preserve financial flexibility, the Company drew the $40.0 million of available capacity under its revolving credit facility. Due to the pandemic’s impact on revenues, the Company is in discussions with its lender regarding modifications to financial covenants related to the revolving credit facility. See Note 7 for further details.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Due to the rapid development and fluidity of this situation, the Company cannot determine the ultimate impact that the COVID-19 pandemic will have on its consolidated financial condition, liquidity, and future results of operations, and therefore any prediction as to the ultimate material adverse impact on the Company’s consolidated financial condition, liquidity, and future results of operations is uncertain.

Under ASC 205, Presentation of Financial Statements, the Company is required to consider and has evaluated whether there is substantial doubt that it has the ability to meet its obligations within one year from the financial statement issuance date. This assessment also includes the Company’s consideration of any management plans to alleviate such doubts. The conditions described above related to the COVID-19 pandemic have had a material adverse impact on the Company’s revenues, profitability, and cash flows. Because of these conditions, the Company has concluded that it is probable that it will not be in compliance with certain financial covenants of the Credit Agreement Amendment, which are further described in Note 7, for a period of one year from the financial statement issuance date. The probable inability of the Company to meet its current covenant requirements raises substantial doubt on the Company’s ability to meet its obligations within one year from the financial statement issuance date and to continue as a going concern. If the Company is unable to maintain compliance with the covenants contained in the current Credit Agreement, it may be unable to make additional borrowings on any undrawn amounts and may be required to repay its then outstanding borrowings. The Company is in continued negotiations with its current lender and expects further amendments to the Credit Agreement as needed to maintain compliance with future financial covenants, but we cannot make any assurances regarding the likelihood, certainty or exact timing of further amendments to the Credit Agreement. The Company is also evaluating various alternatives to improve its liquidity, including but not limited to, lease concessions and deferrals, further reductions of operating and capital expenditures, and raising additional capital.

The condensed consolidated financial statements included in this interim report on Form 10-Q do not include any adjustments that might result from the outcome of this uncertainty.

The unaudited condensed consolidated financial statements include the accounts of Potbelly Corporation; its wholly owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s wholly owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works, LLC (“LLC”); seven of LLC’s wholly owned subsidiaries and LLC’s seven joint ventures, collectively, the “Company.” All intercompany balances and transactions have been eliminated in consolidation. For consolidated joint ventures, non-controlling interest represents a non-controlling partner’s share of the assets, liabilities and operations related to the seven joint venture investments. The Company has ownership interests ranging from 51-80% in these consolidated joint ventures.

The Company uses a 52/53-week fiscal year that ends on the last Sunday of the calendar period. Approximately every five or six years a 53rd week is added. Fiscal year ~~2019~~2020 and ~~2018~~2019 both consist of 52 weeks. The fiscal quarters ended ~~June 30,~~March 29, 2020 and March 31, 2019 ~~and July 1, 2018~~ each consisted of 13 weeks.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant estimates include amounts for long-lived assets and income taxes. Actual results could differ from those estimates.

On December ~~31, 2018,~~30, 2019, the Company adopted ~~ASU 2016-02, “Leases~~Accounting Standard Update No. 2016-13, Financial Instruments—Credit Losses (Topic ~~842),” along with related clarifications and improvements.~~326). This pronouncement requires ~~lessees~~the measurement and recognition of expected credit losses on financial instruments. ASU 2016-13 replaces the existing incurred loss model with a forward-looking expected credit loss model that requires consideration of a broader range of information to ~~recognize~~estimate credit losses. The Company recorded a ~~liability for lease obligations, which represents the discounted obligation~~net reduction of $5 thousand to make future lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. We elected the optional transition method to apply the standardopening accumulated deficit as of December 30, 2019, due to the ~~effective date and therefore, prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under previous lease guidance, ASC~~cumulative impact of adopting Topic 840: Leases (Topic 840). The adoption of Topic 842 had a material impact on the consolidated balance sheets and an immaterial impact on the consolidated statements of operations, consolidated statements of equity and consolidated statements of cash flows.326.

Adjustments Due

December 30,

to the Adoption of

December 31,

2018

Topic 842

2018

Assets

Current assets

Cash and cash equivalents
$
19,775

$
—

$
19,775

Accounts receivable, net of allowances of $113 as of December 30, 2018

4,737

—

4,737

Inventories

3,482

—

3,482

Prepaid expenses and other current assets

11,426

—

11,426

Total current assets

39,420

—

39,420

Property and equipment, net

87,782

—

87,782

Right-of-use assets for operating leases

—

232,477

232,477

Indefinite-lived intangible assets

3,404

—

3,404

Goodwill

2,222

—

2,222

Deferred income taxes, noncurrent

13,385

195

13,580

Deferred expenses, net and other assets

7,002

—

7,002

Total assets
$
153,215

$
232,672

$
385,887

Liabilities and Equity

Current liabilities

Accounts payable
$
3,835

$
—

$
3,835

Accrued expenses⁽¹⁾

25,029

(1,124
)

23,905

Short-term operating lease liabilities

—

28,826

28,826

Accrued income taxes

162

—

162

Total current liabilities

29,026

27,702

56,728

Deferred rent and landlord allowances⁽¹⁾

22,905

(22,905
)

—

Long-term operating lease liabilities

—

228,406

228,406

Other long-term liabilities

5,751

—

5,751

Total liabilities

57,682

233,203

290,885

Stockholders’ equity

Common stock, $0.01 par value—authorized 200,000,000 shares;
outstanding 24,142,586 shares as of December 30, 2018

330

—

330

Additional paid-in-capital

432,771

—

432,771

Treasury stock, held at cost, 8,801,154 shares as of December 30, 2018

(108,372
)

—

(108,372
)
Accumulated deficit⁽²⁾

(229,558
)

(531
)

(230,089
)
Total stockholders’ equity

95,171

(531
)

94,640

Non-controlling interest

362

—

362

Total stockholders' equity

95,533

(531
)

95,002

Total liabilities and equity
$
153,215

$
232,672

$
385,887

~~Potbelly~~ primarily earns revenue at a point in time ~~through sales at our~~for sandwich shop ~~locations and records such revenue~~sales which can occur in person at the shop, over our web or app platform, or through a third-party platform. Revenue is recorded net of sales-related taxes collected from customers. The payment on these sales is due at the time of the customer’s purchase. The Company also receives royalties from franchisees on their respective sales, which are recognized at the point in time the sale is made and invoiced weekly. Potbelly also records revenue from sales over time related to upfront franchise fees, gift card redemptions and breakage. For the 13 ~~and 26~~ weeks ended ~~June 30,~~March 29, 2020, revenue recognized from all revenue sources on point in time sales was $87.5 million, and revenue recognized from sales over time was $0.1 million. For the 13 weeks ended March 31, 2019, revenue recognized from all revenue sources on point in time sales was ~~$105.5~~$97.8 million, ~~and $203.3 million, respectively,~~ and revenue recognized from sales over time was $0.1 million and $0.4 million, respectively. For the 13 and 26 weeks ended July 1, 2018, revenue recognized from all revenue sources on point in time sales was $110.2 million and $212.9 million, respectively, and revenue recognized from sales over time was $0.2 million and $0.4 million, respectively.$0.3 million.

Potbelly licenses intellectual property and trademarks to franchisees through franchise agreements. As part of these franchise agreements, Potbelly receives an upfront payment from the franchisee, which the Company recognizes over the term of the franchise agreement. The Company records a contract liability for the unearned portion of the upfront franchise payments.

Potbelly sells gift cards to customers, records the sale as a contract liability and recognizes the associated revenue as the gift card is redeemed. A portion of these gift cards are not redeemed by the customer, which is recognized by the Company as revenue as a percentage of customers gift card redemptions. The expected breakage amount recognized is determined by a historical data analysis on gift card redemption patterns.

As described above, the Company records current and noncurrent contract liabilities for upfront franchise fees and gift cards. There are no other contract liabilities or contract assets recorded by the Company. The opening and closing balances of the Company’s current and noncurrent contract liabilities from contracts with customers were as follows:

The aggregate value of remaining performance obligations on outstanding contracts was ~~$3.6~~$3.2 million as of ~~June 30, 2019.~~March 29, 2020. The Company expects to recognize revenue related to contract liabilities as follows (in thousands), which may vary based upon franchise activity as well as gift card redemption patterns:

Years Ending	Amount		Amount
2019	$	1,250
2020		288	$	942
2021		246		302
2022		199		240
2023		192		206
2024				174
Thereafter		1,472		1,384
Total revenue recognized	$	3,647	$	3,248

For the 13 ~~and 26~~ weeks ended ~~June~~March 29, 2020, the amount of revenue recognized related to the December 30, 2019 liability ending balance was $0.5 million. For the 13 weeks ended March 31, 2019, the amount of revenue recognized related to the December ~~31,~~30, 2018 liability ending balance was $0.6 million and $1.5 million, respectively. For the 13 and 26 weeks ended July 1, 2018, the amount of revenue recognized related to the January 1, 2018 liability ending balance was $0.6 million and $1.6 million, respectively.$0.8 million. This revenue related to the recognition of gift card redemptions and upfront franchise fees. For the 2613 weeks ended ~~June 30,~~March 29, 2020 and March 31, 2019, ~~and the 26 weeks ended July 1, 2018,~~ the Company did not recognize any revenue from obligations satisfied (or partially satisfied) in prior periods.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate fair values due to the short maturities of these balances.

The Company assesses potential impairments to its long-lived assets, which includes property and equipment and lease right-of-use assets, on a quarterly basis or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Shop-level assets and right-of-use assets are grouped at the individual shop-level for the purpose of the impairment assessment. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value of the shop assets is determined using the discounted future cash flow method of anticipated cash flows through the shop’s lease-end date using fair value measurement inputs classified as Level 3. The fair value of right-of-use assets is estimated using market comparative information for similar properties. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. At transition of adoption to ASC 842, the Company impaired $0.7 million of pre-tax right-of-use assets related to previously impaired shops. This amount is recorded, net of tax, as an opening reduction to retained earnings. After performing a periodic review of the Company’s shops during the 13 ~~and 26~~ weeks ended ~~June 30, 2019,~~March 29, 2020, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. The Company performed an impairment analysis related to these shops and recorded an impairment charge of ~~$0.2~~$5.9 million for the 13 ~~and 26~~ weeks ended ~~June 30, 2019. The~~March 29, 2020, primarily driven by the expected impact of the COVID-19 pandemic on future cash flows. The ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material. After performing a periodic review of the Company’s shops during the 13 weeks ended March 31, 2019, it was determined that there were no indicators of impairment for the quarter ended March 31, 2019 and accordingly, the Company recorded anno impairment charge ~~of $2.1 million and $4.1 million~~ for the 13 ~~and 26~~ weeks ended ~~July 1, 2018, respectively.~~March 31, 2019.

Assets recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring 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.

The Company reviews indefinite-lived intangible assets, which includes goodwill and tradenames, annually at fiscal year-end for impairment or more frequently if events or circumstances indicate that the carrying value may not be recoverable. Due to the recent impact of the COVID-19 pandemic to the global economy, including but not limited to, the volatility of the Company's stock price as well as that of its competitors, declining sales at the Company's restaurants and the challenging environment for the restaurant industry generally, the Company determined that there were indicators of potential impairment of its goodwill and indefinite-lived intangible assets during the thirteen weeks ended March 29, 2020. As such, the Company performed an impairment assessment for both goodwill and indefinite lived intangible assets and concluded that the fair value of these assets exceeded their carrying values. Accordingly, the Company did not record any impairment to its goodwill or indefinite-lived intangible assets during the thirteen weeks ended March 29, 2020. The ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material.

Basic and diluted income per common share attributable to common stockholders are calculated using the weighted average number of common shares outstanding for the period. Diluted income per common share attributable to common stockholders is computed by dividing the income allocated to common stockholders by the weighted average number of fully diluted common shares outstanding. In periods of a net loss, no potential common shares are included in diluted shares outstanding as the effect is anti-dilutive. For the 13 ~~and 26~~ weeks ended ~~June 30,~~March 29, 2020, and March 31, 2019, ~~and July 1, 2018,~~ the Company had a loss per share, and therefore potentially dilutive shares were excluded from the calculation.

	For the 13 Weeks Ended						For the 26 Weeks Ended						For the 13 Weeks Ended
	June 30,			July 1,			June 30,			July 1,			March 29,			March 31,
	2019			2018			2019			2018			2020			2019
Net loss attributable to Potbelly Corporation	$	(1,866	)	$	(360	)	$	(20,305	)	$	(2,554	)	$	(13,336	)	$	(18,439	)
Weighted average common shares outstanding-basic		23,908,095			25,551,386			24,020,567			25,348,121			23,646			24,133
Plus: Effect of potential stock options exercise		—			—			—			—			—			—
Weighted average common shares outstanding-diluted		23,908,095			25,551,386			24,020,567			25,348,121			23,646			24,133
Loss per share available to common stockholders-basic	$	(0.08	)	$	(0.01	)	$	(0.85	)	$	(0.10	)	$	(0.56	)	$	(0.76	)
Loss per share available to common stockholders-diluted	$	(0.08	)	$	(0.01	)	$	(0.85	)	$	(0.10	)	$	(0.56	)	$	(0.76	)
Potentially dilutive shares that are considered anti-dilutive:
Common share options		2,376,713			2,557,475			2,381,767			2,829,461			2,294			2,387

On March 27, 2020, the CARES Act was enacted into law. The CARES Act is a tax and spending package intended to provide economic relief to address the impact of the COVID-19 pandemic. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior tax years, accelerate refunds of previously generated corporate alternative minimum tax (“AMT”) credits, loosen the business interest limitation under section 163(j), and fix the qualified improvement property regulations in the 2017 Tax Cuts and Jobs Act. As a result of the CARES Act, the Company estimates that it will be able to obtain a tax refund of $3.7 million from the carryback of NOLs and a refund of prior AMT credits.

The interim tax provision is determined using an estimated annual effective tax rate and is adjusted for discrete taxable events that occur during the quarter. The ~~difference between~~Company recognized an income tax benefit of $3.7 million for the ~~effective tax rate in 2019 and 2018 is~~thirteen weeks ended March 29, 2020 primarily due to the ~~recording~~impact of the Cares Act discussed above. The Company recorded a tax expense of $13.6 million for the thirteen weeks ended March 31, 2019 due to the Company recording a non-cash charge to income tax expense for the recognition of a full valuation allowance inagainst its net deferred tax assets. The Company continues to record a valuation allowance against all of its deferred tax assets as March 29, 2020. The Company did not provide for an income tax benefit on its pre-tax loss for the ~~first quarter of~~13 weeks ended March 29, 2020 and March 31, 2019.

The Company regularly assesses the need for a valuation allowance related to its deferred tax assets, which includes consideration of both positive and negative evidence related to the likelihood of realization of such deferred tax assets to determine, based on the weight of the available evidence, whether it is more-likely-than-not that some or all of its deferred tax assets will not be realized. In its assessment, the Company ~~considered~~considers recent financial operating results, ~~the change in~~ projected future taxable income, ~~for fiscal year 2019,~~ the reversal of existing taxable ~~temporary~~ differences, and tax planning strategies. ~~As a result of the changes in projected taxable income for 2019, the~~The Company ~~estimates it will be in a cumulative loss position as of December 29, 2019. Therefore, the Company determined that the negative evidence outweighed the positive evidence and, therefore,~~ recorded a full valuation allowance against its net deferred tax assets during the 13 weeks ended March 31, 2019. The Company recorded a non-cash charge to income tax expense of $13.6 million related to the recognition of the valuation allowance during the first quarter of 2019 and ~~continues~~continue to record a valuation allowance against all of our deferred tax assets as of June 30, 2019. The Company did not provide for an income tax benefit on the pre-tax loss recorded for the three and six months ended June 30, 2019. This accounting treatment has no effect on the Company’s ability to utilize deferred tax assets to reduce future cash tax payments.March 29, 2020. The Company will continue to assess the likelihood of the realization of its deferred tax assets ~~at the end of each reporting period~~ and the valuation allowance will be adjusted ~~accordingly.~~

We determine if a contract contains a lease at inception. The Company leases retail shops, warehouse and office space under operating leases. For leases with renewal periods at the Company’s option, the Company determines the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease.

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. ~~As we have no outstanding debt nor committed credit facilities, secured or otherwise, we estimate~~The Company estimates this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment.

We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term.

Certain of the Company’s operating lease agreements include variable payments that are passed through by the landlord, such as common area maintenance and real estate taxes, as well as variable payments based on percentage rent for certain of our shops. Pass-through charges and payments based on percentage rent are included within variable lease cost.

		13 weeks ending		26 weeks ending			13 weeks ending		13 weeks ending
		June 30,		June 30,			March 29,		March 31,
	Classification	2019		2019		Classification	2020		2019
Operating lease cost	Occupancy and General and administrative expenses		11,611		22,606	Occupancy and General and administrative expenses		11,770		10,995
Variable lease cost	Occupancy		3,649		7,153	Occupancy		3,322		3,504
Total lease cost		$	15,260	$	29,759		$	15,092	$	14,499

Supplemental disclosures of cash flow information related to leases were as follows:

	13 weeks ending			26 weeks ending			13 weeks ending		13 weeks ending
	June 30,			June 30,			March 29,		March 31,
	2019			2019			2020		2019
Operating cash flows rent paid for operating lease liabilities		11,788			23,726			11,979		11,938
Operating right-of-use assets obtained in exchange for new operating lease liabilities		2,735			3,657			5,534		922
Reduction in operating right-of-use assets due to lease terminations		(1,320	)		(5,847	)		1,439		—

As of ~~June 30, 2019,~~March 29, 2020, the Company ~~has additional operating lease payments related to shops~~had no real estate leases entered into that had not yet ~~open of $4.4 million. These operating leases will commence during the next fiscal year with an average lease term of 12 years.~~commenced.

Maturities of lease liabilities were as follows as of ~~June 30, 2019:~~March 29, 2020:

	Operating Leases			Operating Leases
Remainder of 2019		23,542
2020		45,919
Remainder of 2020					34,954
2021		41,664			44,610
2022		36,359			39,071
2023		31,492			34,321
2024		28,775			31,180
2025					28,836
Thereafter		135,169			112,902
Total lease payments		342,920			325,874
Less: imputed interest		(102,896	)		(93,271	)
Present value of lease liabilities	$	240,024		$	232,603

On August 7, 2019, the Company entered into a second amended and restated revolving credit facility agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. (“JPMorgan”) that expires in July 2022. The Credit Agreement amends and restates that certain amended and restated revolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan. The Credit Agreement provides, among other things, for a revolving credit facility in a maximum principal amount $40 million, with possible future increases of up to $20 million under an expansion feature. Borrowings under the credit facility generally bear interest at the Company’s option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a margin ranging from 1.25% to 1.75% or (ii) a prime rate as announced by JP Morgan plus a margin ranging from 0.00% to 0.50%. The applicable margin is determined based upon the Company’s consolidated total leverage ratio. On the last day of each calendar quarter, the Company is required to pay a commitment fee of 0.20% per annum in respect of any unused commitments under the credit facility. So long as certain total leverage ratios, EBITDA thresholds and minimum liquidity requirements are met and no default or event of default has occurred or would result, there is no limit on the “restricted payments” (primarily distributions and equity repurchases) that the Company may make, provided that proceeds of the loans under the Credit Agreement may not be used for purposes of making restricted payments.

On March 17, 2020, the Company fully drew the available capacity of $39.8 million under its Revolving Credit Facility as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. In accordance with the terms of its Revolving Credit Facility, the proceeds from these borrowings may in the future be used for working capital, general corporate or other permitted purposes. As ~~previously disclosed in our 2018 Annual Report on Form 10-K and~~of March 29, 2020, the Company had $39.8 million outstanding under the ~~previous lease accounting, maturities of lease liabilities~~Credit Agreement. There were ~~as follows~~no borrowings outstanding as of ~~December~~March 31, 2019.

The Credit Agreement was subsequently amended as of May 15, 2020 (the “Credit Agreement Amendment”) to, among other things (i) change the maturity date from July 31, 2022 to March 31, 2022; (ii) eliminate the $20.0 million expansion feature; (iii) amend the interest rate to the Company’s option at either (a) a eurocurrency rate determined by reference to the applicable LIBOR rate with a 1.00% floor plus a margin of 5.00% or (b) a prime rate as announced by JP Morgan plus 4.00%; (iv) amend the commitment fee to 1.00% per annum in respect of any unused commitments under the credit facility; (v) implement additional restrictions on restricted payments, acquisitions and other indebtedness; and (vi) implement additional financial covenants. Per the terms of the Credit Agreement Amendment, the Company repaid $15.0 million of its outstanding borrowing at the signing of the Credit Agreement Amendment, and may re-borrow this $15.0 million when its cash balances held by JP Morgan declines below $28.0 million. Lastly, the Company is required to pay an upfront fee of 1% of the outstanding loan balance within fifteen business days of the signing of the Credit Agreement Amendment.

The Credit Agreement Amendment includes financial covenants that require the Company to maintain minimum liquidity levels, minimum building adjusted EBITDA, maximum total debt to adjusted EBITDA and a minimum trailing twelve months (“TTM”) adjusted EBITDA. The Company is required to maintain (i) a minimum liquidity level of $45.0 million at April 30, ~~2018:~~2020 and $32.5 million at May 31, 2020; (ii) a minimum building adjusted EBITDA of ($8.5) million for April 2020 and ($16.0) million for the period of April 2020 through May 2020; (iii) a maximum total debt to adjusted EBITDA ratio of 2.25 to 1.00 beginning June 30, 2020; and (iv) a minimum TTM adjusted EBITDA of $16.0 million beginning June 30, 2020, $15.0 million beginning September 30, 2020 and $17.0 million beginning September 30, 2021. Compliance with the financial covenants was waived for March 29, 2020 as part of the Credit Agreement Amendment. The Company expects that it will be in compliance with the revised covenants for the April and May 2020 reporting periods. The Company concluded that without any additional changes, it would likely not meet the maximum total debt to adjusted EBITDA and/or the minimum TTM adjusted EBITDA requirements beginning with the month of June 2020, in which case the lenders would have the ability to demand repayment of the outstanding debt at such time. Accordingly, the outstanding balance is presented as a current liability as of March 29, 2020 based on the guidance in ASC 470, Debt.

On May 8, 2018, the Company announced that its Board of Directors authorized a stock repurchase program for up to $65.0 million of its outstanding common stock. The program permits the Company, from time to time, to purchase shares in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended) or in privately negotiated transactions. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions, SEC requirements and other factors. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors. For the 13 weeks ended ~~June 30,~~March 29, 2020, the Company did not repurchase any shares of its common stock. Due to the COVID-19 pandemic, the Company does not have plans to repurchase any common stock under its share repurchase program at this time. For the 13 weeks ended March 31, 2019, the Company repurchased ~~350,659~~135,000 shares of its common stock for approximately $2.3 million under the stock repurchase program, including cost and commission, in open market transactions. For the 26 weeks ended June 30, 2019, the Company repurchased 485,659 shares of its common stock for approximately $3.5$1.1 million under the stock repurchase program, including cost and commission, in open market transactions. Repurchased shares are included as treasury stock in the condensed consolidated balance sheets and the condensed consolidated statements of equity.

On May 16, 2019, the Company’s stockholders approved the Potbelly Corporation 2019 Long-Term Incentive Plan (the “2019 Plan”) and, in connection therewith, all equity awards made after that date were made under the 2019 Plan. On June 10, 2019,The Company has awarded stock options to certain employees of the Company ~~registered 1,200,000 shares~~and certain non-employee members of its ~~common stock reserved for issuance under the 2019 Plan. All remaining shares~~Board of common stock reserved for issuance under the previous Amended and Restated 2013 Long-Term Incentive Plan (the “2013 Plan”) are available for issuance under the 2019 Plan and no future awards will be made under the 2013 Plan.Directors. The grants generally vest over a four-year period. The fair value of stock options is determined using the Black-Scholes option pricing model. There were no stock options granted during the 13 weeks ~~and 26 weeks~~ ended ~~June 30, 2019.~~March 29, 2020.

A summary of stock option activity for the 2613 weeks ended ~~June 30, 2019~~March 29, 2020 is as follows:

Options	Shares (Thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (Thousands)		Weighted Average Remaining Term (Years)		Shares (Thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (Thousands)		Weighted Average Remaining Term (Years)
Outstanding—December 30, 2018		2,150		$	11.49	$	378		5.13
Outstanding—December 29, 2019											1,774		$	11.34	$	—		4.33
Granted		—			—						—			—
Exercised		(22	)		7.93						—			—
Canceled		(198	)		13.54						(33	)		10.51
Outstanding—June 30, 2019		1,930		$	11.32	$	—		5.04
Exercisable—June 30, 2019		1,534		$	11.05	$	—		4.15
Outstanding—March 29, 2020											1,741			11.35	$	—		4.01
Exercisable—March 29, 2020											1,563		$	11.12	$	—		3.60

Stock-based compensation related to stock options is measured at the grant date based on the calculated fair value of the award, and is recognized as expense over the requisite employee service period, which is generally the vesting period of the grant with a corresponding increase to additional paid-in capital. For the 13 weeks ~~and 26~~ended March 29, 2020, the Company recognized stock-based compensation expense related to stock options of $0.2 million. For the 13 weeks ended ~~June 30,~~March 31, 2019, the Company recognized stock-based compensation expense related to stock options of $0.3 million and $0.6 million, respectively. For the 13 weeks and 26 weeks ended July 1, 2018, the Company recognized stock-based compensation expense related to stock options of $0.3 million and $1.0 million, respectively.million. As of ~~June 30, 2019,~~March 29, 2020, unrecognized stock-based compensation expense for stock options was ~~$1.4~~$0.6 million, which will be recognized through fiscal year 2022. The Company records stock-based compensation expense within general and administrative expenses in the condensed consolidated statements of operations.

The Company awards restricted stock units (“RSUs”) to certain employees of the Company and certain non-employee members of its Board of Directors. The Board of Director grants have a vesting schedule of 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. The employee grants vest in one-third increments over a three-year period. For the 13 weeks ~~and 26~~ended March 29, 2020, the Company recognized stock-based compensation expense related to RSUs of $0.3 million. For the 13 weeks ended ~~June 30,~~March 31, 2019, the Company recognized stock-based compensation expense related to RSUs of $0.7 million and $0.9 million, respectively. For the 13 weeks and 26 weeks ended July 1, 2018, the Company recognized stock-based compensation expense related to RSUs of $1.1 million and $1.3 million, respectively.$0.2 million. As of ~~June 30, 2019,~~March 29, 2020, unrecognized stock-based compensation expense for RSUs was ~~$2.1~~$1.9 million, which will be recognized though fiscal year ~~2022.~~2023.

A summary of RSU activity for the 2613 weeks ended ~~June 30, 2019~~March 29, 2020 is as follows:

RSUs	Number of RSUs			Weighted Average Fair Value per Share		Number of RSUs (Thousands)			Weighted Average Fair Value per Share
Non-vested as of December 30, 2018		247		$	11.99
Non-vested as of December 29, 2019							463		$	7.59
Granted		306			7.02		158			3.88
Vested		(93	)		6.13		(68	)		3.18
Canceled		(13	)		8.46		—			—
Non-vested as of June 30, 2019		447		$	8.68
Non-vested as of March 29, 2020							553		$	6.38

The Company awards performance share units (“PSUs”) to eligible employees; the PSUs are subject to service and performance vesting conditions. In March of 2019 the Company issued 188,414 PSUs with a grant date fair value of $8.46 per share. The PSUs will vest based on the Company’s achievement of certain targets related to adjusted EBITDA and same store sales goals. The PSUs will vest fully on the third anniversary of the grant date. The quantity of shares that will vest ranges from 0% to 200% of the targeted number of shares. If the defined minimum targets are not met, then no shares will vest. For the 13 weeks ended March 29, 2020 and ~~26 weeks ended June 30,~~March 31, 2019, ~~the~~no expense ~~associated with the PSUs~~ was ~~not material.~~recognized related to PSUs.

The Company is subject to legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of ultimate liability with respect to those actions should not have a material adverse impact on the Company’s financial position or results of operations and cash flows.

In October 2017, plaintiffs filed a purported collective and class action lawsuit (the “Complaint”) in the United States District Court for the Southern District of New York against the Company alleging violations of the Fair Labor Standards Act (FLSA) and New York Labor Law (NYLL). The plaintiffs allege that the Company violated the FLSA and NYLL by not paying overtime compensation to our assistant managers and violated NYLL by not paying spread-of-hours pay. The Complaint was brought as a nationwide “collective action” under the FLSA and as a “class action” under NYLL. Since the filing of the Complaint, the plaintiffs filed a proposed amended complaint removing the NYLL class claim, but adding a proposed Illinois state law class action. In May 2019, the parties participated in a mediation and resolved the claims, ~~subject to~~which received final court ~~approval.~~approval on February 4, 2020. All charges related to the claims are reflected in the statement of operations.

On ~~August 7, 2019,~~April 10, 2020, Potbelly Sandwich Works, LLC, an indirect subsidiary of the Company, ~~entered into~~was granted a ~~second amended and restated revolving credit facility agreement~~loan (the ~~"Credit Agreement"~~“Loan”) ~~with~~from JPMorgan Chase Bank, N.A. ~~that expires~~ in ~~July 2022. The Credit Agreement amended and restated that certain amended and restated revolving credit facility agreement, dated as~~the aggregate amount of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan Chase Bank, N.A. The Credit Agreement provides, among other things, for a revolving credit facility in a maximum principal amount $40$10.0 million, with possible future increases of up to $20 million under an expansion feature. Borrowings under the credit facility generally bear interest at the Company’s option at either (i) a eurocurrency rate determined by referencepursuant to the applicable LIBOR rate plus a margin ranging from 1.25% to 1.75% or (ii) a prime rate as announced by JP Morgan Chase plus a margin ranging from 0.00% to 0.50%. The applicable margin is determined based uponPaycheck Protection Program under Division A, Title I of the ~~Company’s consolidated total leverage ratio.~~CARES Act, which was enacted March 27, 2020. On ~~the last day of each calendar quarter,~~April 28, 2020, the Company ~~is required to pay a commitment fee of 0.20% per annum in respect of any unused commitments under~~repaid the credit facility. So long as certain total leverage ratios, EBITDA thresholds and minimum liquidity requirements are met and no default or event of default has occurred or would result, there is no limit on$10.0 million proceeds from the ~~“restricted payments” (primarily distributions and equity repurchases) that~~loan.

On May 15, 2020, the Company ~~may make, provided that proceeds of the loans under the credit agreement may not be used~~entered in to an amendment to its Credit Agreement. See Note 7 for ~~purposes of making restricted payments.~~further details.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December ~~30, 2018.~~29, 2019. This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, and involves numerous risks and uncertainties. Forward-looking statements may include, among others, statements relating to: our future financial position and results of operations, estimated costs associated with our closure of underperforming shops, and the implementation and results of strategic initiatives. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and generally contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “strives,” “goal,” “estimates,” “forecasts,” “projects” or “anticipates” and the negative of these terms or similar expressions. Our forward-looking statements are subject to risks and uncertainties, which may cause actual results to differ materially from those projected or implied by the forward-looking statement, due to reasons including, but not limited to, the COVID-19 outbreak; compliance with covenants in our credit facility; competition; general economic conditions; our ability to successfully implement our business strategy; the success of our initiatives to increase sales and traffic; changes in commodity, energy and other costs; our ability to attract and retain management and employees; consumer reaction to industry-related public health issues and perceptions of food safety; our ability to manage our growth; reputational and brand issues; price and availability of commodities; consumer confidence and spending patterns; and weather conditions. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in our Annual Report on Form 10-K for the fiscal year ended December ~~30, 2018,~~29, 2019, for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Potbelly Corporation is a neighborhood sandwich concept that has been ~~feeding customers’ smiles with warm, toasty sandwiches, signature salads, hand-dipped shakes and other fresh menu items, customized just the way customers want them,~~a much-needed lunch-break escape for more than 40 years. Potbelly ~~promises Fresh, Fast & Friendly service~~owns and operates Potbelly Sandwich Shop concepts in ~~an environment that reflects~~ the ~~local neighborhood.~~ United States. The Company also has domestic franchise operations of Potbelly Sandwich Shop concepts. Potbelly’s chief operating decision maker is our Chief Executive Officer. Based on how our Chief Executive Officer reviews financial performance and allocates resources on a recurring basis, the Company has one operating segment and one reportable segment.

Our ~~employees are trained~~shop model is designed to ~~engage with~~generate, and has generated, strong cash flow, attractive shop-level financial results and high returns on investment. We operate our ~~customers~~shops successfully in a ~~genuine way~~wide range of geographic markets, population densities and real estate settings. We aim to ~~provide~~generate average shop-level profit margins, a ~~personalized experience.~~non-GAAP measure, that range from the high teens to above 20%. Our ~~shops feature vintage design elements~~ability to achieve such margins and ~~locally-themed décor inspired~~returns depends on a number of factors. For example, we face increasing labor and commodity costs, which we have partially offset by ~~the neighborhood~~increasing menu prices. Although there is no guarantee that we ~~believe create a lively atmosphere. Through this combination,~~will be able to maintain these returns, we believe ~~we are creating a devoted base of Potbelly fans that return again~~our attractive shop economics support our ability to profitably grow our brand in new and ~~again.~~

We believe that a key to our past and future success is our culture. It is embodied in The Potbelly Advantage, which is an expression of our Vision, Mission and Values, and the foundation of everything we do. Our Vision is to create an experience people love to share thanks to our craveable food, quirky personality and amazing people. Our Mission is to help people love lunch again. Our Values embody both how we lead and how we behave and form the cornerstone of our culture. We use simple language that resonates from the frontline associate to the most senior levels of the organization, creating shared expectations and accountabilities in how we approach our day-to-day activities. We strive to be a fun, friendly and hardworking group of people who enjoy taking care of our customers, while at the same time taking care of each other.existing markets.

The table below sets forth a rollforward of company-operated and franchise operated activities:

	Company-			Franchise-Operated									Total			Company-			Franchise-Operated								Total
	Operated			Domestic			International			Total			Company
Shops as of December 31, 2017		437			39			16			55			492
Shops opened		5			2			2			4			9
Shops closed		(6	)		—			(1	)		(1	)		(7	)
Shops as of July 1, 2018		436			41			17			58			494
																Operated			Domestic		International			Total			Company
Shops as of December 30, 2018		437			41			8			49			486			437			41		8			49			486
Shops opened		1			5			—			5			6			1			2		—			2			3
Shops closed		(9	)		(2	)		(7	)		(9	)		(18	)		(7	)		—		(1	)		(1	)		(8	)
Shops as of June 30, 2019		429			44			1			45			474
Shops as of March 31, 2019																	431			43		7			50			481

Shops as of December 29, 2019																	428			46		—			46			474
Shops opened																	3			—		—			—			3
Shops closed																	(4	)		—		—			—			(4	)
Shops as of March 29, 2020																	427			46		—			46			473

On January 30, 2020, the WHO announced a global health emergency because of COVID-19 and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic has significantly impacted economic conditions in the United States where all our shops are located. In response to the pandemic, many states and jurisdictions in which we operate have issued stay-at-home orders and other measures aimed at slowing the spread of the coronavirus. While most of our company-owned shops remain open in accordance with guidance from local authorities, these measures resulted in us closing the vast majority our dining rooms and shifting to off-premise operations only, and we experienced a sudden and drastic decrease in revenues.

The COVID-19 pandemic has adversely affected, and will continue to adversely affect, our operations and financial results for the foreseeable future. There are many uncertainties regarding the current coronavirus COVID-19 pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners, and distribution channels. The Company is unable to predict the impact that COVID-19 will have on its financial position and operating results due to numerous uncertainties, however, the Company is continually assessing the evolving impact of the COVID-19 pandemic and intends to make adjustments to its responses accordingly.

As the COVID-19 pandemic emerged, the Company’s first priority was and continues to be ensuring the health and safety of our employees as we serve our customers and communities. We have provided masks, gloves, and other protective equipment to our shop employees, and we continue to adhere to our stringent food safety and quality assurance programs. We are monitoring recommendations from the CDC and will make necessary adjustments to align with emerging best practices. We have been in regular contact with our supply chain partners and we have not experienced, nor do we foresee, disruptions in our supply chain. As of May 15, 2020, 52 of the Company’s shops were closed temporarily. We have implemented a strategy to reduce costs and preserve cash. Please see the “Liquidity and Capital Resources” section below for additional details.

Revenue – Through the first ten weeks of 2020, we saw comparable same-store-sales increase 2.5% and the Company was on pace to record the first positive quarterly comparable same-store-sales since 2016. Due to the negative impact of the COVID-19 pandemic, we reported a decrease in comparable same-store-sales of 10.1% for the quarter ended March 29, 2020 compared to the prior year. As our shops have shifted to off-premise operations only, we are continuing to provide delivery, in-shop pick-up, drive-thru, or curbside pick-up services. Customers can place off-premise orders through Potbelly.com and the Potbelly app, or through DoorDash, Grubhub, and Uber Eats marketplaces nationwide. The Company launched the Potbelly Pantry program, which allows customers to purchase Potbelly products in bulk as a response to changing customer needs during the pandemic.

Operating Costs - We have implemented measures to reduce operating costs and general and administrative expenses in response to the negative impact the pandemic has had on our business. We have adjusted shop-level labor and reduced purchases of inventory to align with new levels of demand. We have reduced advertising and marketing expenditures. We enacted a hiring freeze, and all business travel has been suspended. As of the beginning of the second quarter of 2020, we temporarily reduced salaries for all corporate employees, suspended merit increases, promotions, bonuses, and certain benefits, furloughed approximately one-third of corporate employees. The Board of Directors have elected to temporarily defer compensation. We have suspended the payment of rent on the majority of our leases and are in discussions with our landlords regarding the restructuring of those leases in light of various contractual and legal defenses.

Shop Development – The Company has halted capital investment in new company-owned shops, except for shops that are substantially complete, as well as all non-essential capital expenditures. The Company does not have plans to begin construction on any company-owned shops until the impact of the pandemic is behind us.

We will continue to actively monitor the evolving situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, franchisees, stakeholders and communities.

13 Weeks Ended ~~June 30, 2019~~March 29, 2020 Compared to 13 Weeks Ended ~~July 1, 2018~~March 31, 2019

The following table presents information comparing the components of net income for the periods indicated (dollars in thousands):

	For the 13 Weeks Ended																		For the 13 Weeks Ended
	June 30, 2019			% of Revenues			July 1, 2018			% of Revenues			Increase (Decrease)			Percent Change			March 29, 2020			% of Revenues			March 31, 2019			% of Revenues			Increase (Decrease)			Percent Change
Revenues
Sandwich shop sales, net	$	104,801			99.2	%	$	109,381			99.1	%	$	(4,580	)		(4.2	)%	$	86,961			99.3	%	$	97,258			99.2	%	$	(10,297	)		(10.6	)%
Franchise royalties and fees		829			0.8			966			0.9			(137	)		(14.2	)		629			0.7			829			0.8			(200	)		(24.1	)
Total revenues		105,630			100.0			110,347			100.0			(4,717	)		(4.3	)		87,590			100.0			98,087			100.0			(10,497	)		(10.7	)

Expenses
(Percentages stated as a percent of sandwich shop sales, net)
Sandwich shop operating expenses
Cost of goods sold, excluding depreciation		28,264			26.8			28,639			26.0			(375	)		(1.3	)		24,174			27.8			25,978			26.7			(1,804	)		(6.9	)
Labor and related expenses		32,114			30.4			32,412			29.4			(298	)		(0.9	)		30,397			35.0			31,973			32.9			(1,576	)		(4.9	)
Occupancy expenses		15,230			14.4			14,985			13.6			245			1.6			15,028			17.3			14,377			14.8			651			4.5
Other operating expenses		11,816			11.2			12,793			11.6			(977	)		(7.6	)		12,765			14.7			12,145			12.5			620			5.1

(Percentages stated as a percent of total revenues)
General and administrative expenses		13,843			13.1			13,440			12.2			403			3.0			10,734			12.3			12,709			13.0			(1,975	)		(15.5	)
Depreciation expense		5,585			5.3			5,858			5.3			(273	)		(4.7	)		5,456			6.2			5,536			5.6			(80	)		(1.4	)
Pre-opening costs		—		*				68		*				(68	)		(100.0	)		64		*				10		*				54		>100
Impairment and loss on disposal of property and equipment		246			0.2			2,057			1.9			(1,811	)		(88.0	)		5,957			6.8			82		*				5,875		>100
Total expenses		107,098		>100				110,252			99.9			(3,154	)		(2.9	)		104,575		>100				102,810		>100				1,765			1.7
Income (loss) from operations		(1,468	)		(1.4	)		95		*				(1,563	)	>(100)
Loss from operations																				(16,985	)		(19.4	)		(4,723	)		(4.8	)		(12,262	)	>100

Interest expense		35		*				28		*				7			25.0			74		*				32		*				42		>100
Income (loss) before income taxes		(1,503	)		(1.4	)		67		*				(1,570	)	>(100)
Income tax benefit (expense)		246			0.2			302			0.3			(56	)		(18.5	)
Loss before income taxes																				(17,059	)		(19.5	)		(4,755	)		(4.8	)		(12,304	)	>100
Income tax expense (benefit)																				(3,709	)		(4.2	)		13,619			13.9			(17,328	)	>(100)
Net loss		(1,749	)		(1.7	)		(235	)		(0.2	)		(1,514	)	>100				(13,350	)		(15.2	)		(18,374	)		(18.7	)		5,024			(27.3	)
Net income attributable to non-controlling interest		117			0.1			125			0.1			(8	)		(6.4	)
Net income (loss) attributable to non-controlling interest																				(14	)	*				65		*				(79	)	>(100)
Net loss attributable to Potbelly Corporation	$	(1,866	)		(1.8	)%	$	(360	)		(0.3	)%	$	(1,506	)	>100%			$	(13,336	)		(15.2	)%	$	(18,439	)		(18.8	)%	$	5,103			(27.7	)%

Total revenues decreased by ~~$4.7~~$10.5 million, or ~~4.3%~~10.7%, to ~~$105.6~~$87.6 million during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$110.3~~$98.1 million during the 13 weeks ended ~~July 1, 2018.~~March 31, 2019. The Company’s comparable store sales increased 2.5% during the first 10 weeks of the quarter before experiencing the impact of the COVID-19 pandemic. The revenue decrease for the quarter was driven by a ~~$4.3~~$9.6 million, or ~~4.0%~~10.1%, decrease in sales from company-operated comparable store shops and a decrease in sales of ~~$2.0~~$0.7 million from shops that have ~~closed.~~closed and $0.4 million from shops not yet in our company-operated comparable store sales base. These decreases were partially offset by an increase in sales from shops ~~not yet in our company-operated comparable store sales base and shops~~ that opened in ~~2019.~~2020.

Cost of goods sold decreased by ~~$0.4~~$1.8 million, or ~~1.3%~~6.9%, to ~~$28.3~~$24.2 million during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$28.6~~$26.0 million during the 13 weeks ended ~~July 1, 2018.~~March 31, 2019. This decrease was primarily driven by a decrease in shop revenue. As a percentage of ~~revenues,~~sandwich shop sales, cost of goods sold increased to ~~26.8%~~27.8% during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~26.0%~~26.7% during the 13 weeks ended ~~July 1, 2018,~~March 31, 2019, primarily driven by ~~higher discounting and~~ cost inflation in certain products and reserves for inventory spoilage from the decrease in sales, partially offset by ~~certain~~ menu price increases.

Labor and related expenses decreased by ~~$0.3~~$1.6 million, or ~~0.9%~~4.9%, to ~~$32.1~~$30.4 million during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$32.4 million during~~$32.0 for the 13 weeks ended ~~July 1, 2018,~~March 31, 2019, primarily due to labor management amid a decrease in shop revenue and a decrease in expense from closed shops, ~~and labor management,~~ partially offset by ~~inflationary~~ wage ~~increases in certain states.~~inflation. As a percentage of ~~revenues,~~sandwich shop sales, labor and related expenses increased to ~~30.4%~~35.0% during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~29.4%~~32.9% during the 13 weeks ended ~~July 1, 2018,~~March 31, 2019, primarily driven by ~~inflationary wage increases in certain states and~~ sales deleverage in certain labor related costs ~~which was~~not directly variable with sales, partially offset by a decrease in expense from closed shops.

Occupancy expenses increased by ~~$0.2~~$0.7 million, or ~~1.6%~~4.5%, to ~~$15.2 million during the 13 weeks ended June 30, 2019, from~~ $15.0 million during the 13 weeks ended ~~July 1, 2018~~March 29, 2020, from $14.4 million during the 13 weeks ended March 31, 2019 primarily due to inflation in certain occupancy related costs, including lease renewals, real estate taxes and common area maintenance, partially offset by ~~shop closures.~~a decrease in expense related to closed shops. As a percentage of ~~revenues,~~sandwich shop sales, occupancy expenses increased to ~~14.4%~~17.3% during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~13.6%~~14.8% during the 13 weeks ended ~~July 1, 2018,~~March 31, 2019, primarily due to sales deleverage and inflation in certain occupancy related costs, including lease renewals, real estate taxes and common area maintenance.

Other operating expenses ~~decreased~~increased by ~~$1.0~~$0.6 million, or ~~7.6%~~5.1%, to ~~$11.8 million during the 13 weeks ended June 30, 2019, from~~ $12.8 million during the 13 weeks ended July 1, 2018. The decrease was primarily attributable to a decrease in music, utilities, and supplies, partially offset by an increase in delivery and third-party sales expense. As a percentage of revenues, other operating expenses decreased slightly to 11.2%March 29, 2020, from $12.1 million during the 13 weeks ended ~~June 30, 2019, from 11.6%~~March 31, 2019. The increase was primarily attributable to higher expenses related to third-party delivery partnerships driven by increased sales in that channel, partially offset by a decrease in certain items variable with sales. As a percentage of sandwich shop sales, other operating expenses increased to 14.7% during the 13 weeks ended ~~July 1, 2018,~~March 29, 2020, from 12.5% during the 13 weeks ended March 31, 2019, primarily driven by sales deleverage in operating expense items such as utilities and other expenses not directly variable with sales.

General and administrative expenses ~~increased~~decreased by ~~$0.4~~$2.0 million, or ~~3.0%~~15.5%, to ~~$13.8~~$10.7 million during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$13.4~~$12.7 million during the 13 weeks ended ~~July 1, 2018.~~March 31, 2019. The ~~increase~~decrease was driven primarily by ~~an increase~~a decrease in ~~advertising, professional services, and~~ lease exit costs ~~partially offset by a decrease in restructuring~~and advertising costs ~~stock-based compensation expense and performance-based incentive expenses~~. As a percentage of revenues, general and administrative expenses ~~increased~~decreased to ~~13.1%~~12.3% during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~12.2%~~13.0% during the 13 weeks ended ~~July 1, 2018,~~March 31, 2019, primarily due to ~~an increase~~a decrease in ~~advertising, professional services and~~ lease exit costs ~~partially offset by a decrease in restructuring costs, stock-based compensation expense~~ and ~~performance-based incentive expenses~~.advertising costs.

Depreciation expense decreased by ~~$0.3~~$0.1 million, or ~~4.7%~~1.4%, to ~~$5.6~~$5.5 million during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$5.9~~$5.5 million during the 13 weeks ended ~~July 1, 2018.~~March 31, 2019. The decrease was driven primarily by a lower depreciable base related to ~~impairment charges taken subsequent to~~a decrease in the ~~13 weeks ended July 1, 2018,~~number of company-operated shops, as well as lower depreciation associated with longer expected useful lives for leasehold improvements at new shops and leasehold improvements at legacy shops with shorter expected useful lives being fully depreciated. These decreases were partially offset by existing shop capital investments and investments in technology such as the mobile application, which increased the depreciable base. As a percentage of revenues, depreciation was ~~5.3%~~6.2% during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020 and was 5.6% for the 13 weeks ended ~~July 1, 2018.~~March 31, 2019.

Pre-opening costs were ~~$0 during the 13 weeks ended June 30, 2019 and $68~~$64 thousand during the 13 weeks ended ~~July 1, 2018.~~March 29, 2020 and $10 thousand during the 13 weeks ended March 31, 2019. The ~~decrease~~increase was due to no3 new ~~company-operated~~ shop openings in the ~~second~~first quarter of 2020 compared to 1 shop opening in the first quarter of 2019.

Impairment and Loss on Disposal of Property and Equipment and Right-of-Use Lease Assets

Impairment and loss on disposal of property and equipment and right-of-use lease assets ~~decreased~~increased to ~~$0.2~~$6.0 million during the 13 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$2.1~~$0.1 million during the 13 weeks ended ~~July 1, 2018.~~March 31, 2019 primarily due to the expected impact of COVID-19 on future cash flows. After performing periodic reviews of Company shops during the ~~second~~first quarter of ~~2019,~~2020, it was determined that indicators of impairment were present for certain shops. The Company performed impairment analyses related to these shops and recorded an impairment charge of ~~$0.2~~$5.9 million for the excess of the carrying amount recorded on the balance sheet over the shops’ estimated fair value. The Company performs impairment analyses on a quarterly basis, which involves significant judgment by management including estimates of future cash flows and future growth rates, among other assumptions. Based on the Company’s current projections, no impairment beyond what has already been recorded has been identified.

The COVID-19 outbreak has had a significant impact on the global economy, including declining sales at our restaurants and the overall challenging environment for the restaurant industry. Given the high degree of uncertainty as to whether, when or the manner in which the conditions surrounding the pandemic will change, including the timing of any lifting of restrictions on restaurant operating hours, dine-in limitations or other restrictions that largely limited restaurants to take-out and delivery sales, customer engagement with our brand, the short- and long-term impact on consumer discretionary spending and overall global economic conditions, it is possible that non-cash impairments could be identified in tangible assets in the future. However, ~~given~~ the ~~current challenges facing~~likelihood or the ~~industry and our business, future evaluations could result in additional~~amount of an impairment ~~charges.~~charge cannot be reasonably estimated at this time.

Interest expense was ~~$35~~$74 thousand during the 13 weeks ended ~~June 30, 2019~~March 29, 2020 and ~~$28~~$32 thousand during the 13 weeks ended ~~July 1, 2018.~~March 31, 2019.

~~Income~~The Company recognized an income tax ~~expense was $0.2~~benefit of $3.7 million for the 13thirteen weeks ended ~~June 30, 2019, compared to expense of $0.3 million for the 13 weeks ended July 1, 2018.~~

~~The following table presents information comparing the components of net income for the periods indicated (dollars in thousands):~~

For the 26 Weeks Ended

June 30, 2019

% of
Revenues

July 1, 2018

% of
Revenues

Increase
(Decrease)

Percent
Change

Revenues

Sandwich shop sales, net

$
202,059

99.2
%

$
211,628

99.2
%

$
(9,569
)

(4.5
)%
Franchise royalties and fees

1,658

0.8

1,636

0.8

22

1.3
%
Total revenues

203,717

100.0

213,264

100.0

(9,547
)

(4.5
)

Expenses

Sandwich shop operating
   expenses

Cost of goods sold, excluding
   depreciation

54,242

26.6

55,275

25.9

(1,033
)

(1.9
)
Labor and related expenses

64,087

31.5

63,991

30.0

96

0.2

Occupancy expenses

29,607

14.5

29,711

13.9

(104
)

(0.4
)
Other operating expenses

23,961

11.8

25,293

11.9

(1,332
)

(5.3
)
General and administrative
   expenses

26,552

13.0

25,628

12.0

924

3.6

Depreciation expense

11,121

5.5

11,684

5.5

(563
)

(4.8
)
Pre-opening costs

10

*

136

*

(126
)

(92.6
)
Impairment and loss on disposal
   of property and equipment

328

0.2

4,081

1.9

(3,753
)

(92.0
)
Total expenses

209,908

>100

215,799

>100

(5,891
)

(2.7
)
Income (loss) from operations

(6,191
)

(3.0
)

(2,535
)

(1.2
)

(3,656
)

>100

Interest expense

67

*

55

*

12

21.8

Income (loss) before income taxes

(6,258
)

(3.1
)

(2,590
)

(1.2
)

(3,668
)

>100

Income tax expense (benefit)

13,865

6.8

(202
)

*

14,067

>(100)

Net income (loss)

(20,123
)

(9.9
)

(2,388
)

(1.1
)

(17,735
)

>100

Net income attributable to non-
   controlling interests

182

*

166

*

16

9.6

Net income (loss) attributable to
   Potbelly Corporation

$
(20,305
)

(10.0
)%

$
(2,554
)

(1.2
)%

$
(17,751
)

>100

Total revenues decreased by $9.5 million, or 4.5%, to $203.7 million during the 26 weeks ended June 30, 2019, from $213.3 million during the 26 weeks ended July 1, 2018. The revenue decrease was driven by a $9.0 million, or 4.4%, decrease in sales from company-operated comparable store shops and a decrease in sales of $3.9 million from shops that have closed. These decreases were partially offset by an increase in sales from shops not yet in our company-operated comparable store sales base and shops that opened in 2019.

Cost of goods sold decreased by $1.0 million, or 1.9%, to $54.2 million during the 26 weeks ended June 30, 2019, from $55.3 million during the 26 weeks ended July 1, 2018. This decrease was primarily driven by a decrease in shop revenue. As a percentage of revenues, cost of goods sold increased to 26.6% during the 26 weeks ended June 30, 2019, from 25.9% during the 26 weeks ended July 1, 2018, primarily driven by higher discounting and cost inflation in certain products, partially offset by certain menu price increases.

Labor and related expenses increased by $0.1 million, or 0.2%, to $64.1 million during the 26 weeks ended June 30, 2019, from $64.0 million during the 26 weeks ended July 1, 2018. As a percentage of revenues, labor and related expenses increased to 31.5% during the 26 weeks ended June 30, 2019, from 30.0% during the 26 weeks ended July 1, 2018. These increases were primarily driven by inflationary wage increases in certain states and sales deleverage in certain labor related costs, which was partially offset by a decrease in expense from closed shops and labor management.

~~Occupancy expenses decreased by $0.1 million, or 0.4%, to $29.6 million during the 26 weeks ended June 30, 2019, from $29.7 million during the 26 weeks ended July 1, 2018,~~March 29, 2020 primarily due to a ~~decrease~~discrete tax benefit recorded for the carryback of NOLs and a refund of prior AMT credits allowed under the CARES Act, which the Company estimates will result in occupancy expenses related to closed shops. This decrease was partially offset by inflation in certain occupancy related costs, including lease renewals, real estate taxes and common area maintenance. As a ~~percentage~~tax refund of revenues, occupancy expenses increased to 14.5% during the 26 weeks ended June 30, 2019, from 13.9% during the 26 weeks ended July 1, 2018, primarily due to sales deleverage and inflation in certain occupancy related costs, including lease renewals, real estate taxes and common area maintenance.

~~Other operating expenses decreased by $1.3 million, or 5.3%, to $24.0 million during the 26 weeks ended June 30, 2019, from $25.3 million during the 26 weeks ended July 1, 2018.~~$3.7 million. The ~~decrease was primarily attributable to items such as music, supplies, utilities and certain other expenses. As~~Company recorded a ~~percentage~~tax expense of revenues, other operating expenses decreased to 11.8% during the 26 weeks ended June 30, 2019, from 11.9% during the 26 weeks ended July 1, 2018. This slight decrease was primarily driven by music, supplies, utilities and other expenses not directly variable with sales.

General and administrative expenses increased by $0.9 million, or 3.6%, to $26.6 million during the 26 weeks ended June 30, 2019, from $25.6 million during the 26 weeks ended July 1, 2018. As a percentage of revenues, general and administrative expenses increased to 13.0% during the 26 weeks ended June 30, 2019, from 12.0% during the 26 weeks ended July 1, 2018. These increases was driven primarily by an increase in advertising, professional services, and lease exit costs, partially offset by a decrease in restructuring costs, stock-based compensation expense and performance-based incentive expenses.

Depreciation expense decreased by $0.6 million, or 4.8%, to $11.1 million during the 26 weeks ended June 30, 2019, from $11.7 million during the 26 weeks ended July 1, 2018, driven primarily by a lower depreciable base related to impairment charges taken subsequent to the 26 weeks ended July 1, 2018, as well as lower depreciation associated with longer expected useful lives for leasehold improvements and leasehold improvements at legacy shops with shorter expected useful lives being fully depreciated. These decreases were partially offset by existing shop capital investments and investments in technology such as the mobile application, which increased the depreciable base. As a percentage of revenues, depreciation was 5.5% during the 26 weeks ended June 30, 2019, and the 26 weeks ended July 1, 2018.

Pre-opening costs decreased by $0.1 million, or 92.6%, to $10 thousand during the 26 weeks ended June 30, 2019, from $0.1 million during the 26 weeks ended July 1, 2018. The decrease was driven primarily by fewer shops opened during the 26 weeks ended June 30, 2019 compared to the 26 weeks ended July 1, 2018.

Impairment and loss on disposal of property and equipment decreased to $0.3 million during the 26 weeks ended June 30, 2019, compared to $4.1 million during the 26 weeks ended July 1, 2018. After performing periodic reviews of Company shops during the first and second quarter of 2019, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. We performed impairment analyses related to these shops and recorded impairment charges of $0.2$13.6 million for the ~~excess of~~thirteen weeks ended March 31, 2019 due to the ~~carrying amount recorded on our balance sheet over the shops’ estimated fair value. We perform impairment analyses on~~Company recording a quarterly basis, which involve significant judgment by management including estimates of future cash flows and future growth rates, among other assumptions. Based on our current projections, no impairment beyond what has already been recorded has been identified. However, given the current challenges facing the industry and our business, future evaluations could result in additional impairment charges.

~~Interest~~non-cash charge to income tax expense ~~was $67 thousand~~ for the ~~26 weeks ended June 30, 2018 and $55 thousand for the 26 weeks ended July 1, 2018.~~

~~Income tax expense increased by $14.1 million, or more than 100%, to $13.9 million for the 26 weeks ended June 30, 2019, from a benefit~~recognition of $0.2 million for the 26 weeks ended July 1, 2018. The change was primarily attributable to the valuation allowance on deferred tax assets recorded by the Company during the first quarter of 2019, as a result of the changes in projected taxable income for 2019. The Company estimates it will be in a cumulative loss position as of December 29, 2019. Therefore, the Company determined that the negative evidence outweighed the positive evidence and, therefore, recorded a full valuation allowance against its net deferred tax assets. The Company recorded a non-cash charge to income tax expense of $13.6 million related to the recognition of the valuation allowance and did not provide for an income tax benefit on the pre-tax loss recorded for the 26 weeks ended June 30, 2019. This accounting treatment has no effect on the Company’s ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood of the realization of its deferred tax assets at the end of each reporting period and the valuation allowance will be adjusted accordingly.

Historically, Potbelly’s ongoing primary sources of liquidity and capital resources are cash provided from operating activities, existing cash and cash equivalents and the Company’s credit facility. Potbelly’s primary requirements for liquidity and capital are new shop openings, existing shop capital investments, maintenance, repurchases of Company common stock, lease obligations, working capital and general corporate needs. Potbelly’s requirement for working capital is not significant since the Company’s customers pay for their food and beverage purchases in cash or payment cards (credit or debit) at the time of sale. Thus, Potbelly is able to sell certain inventory items before the Company needs to pay its suppliers for such items. Company shops do not require significant inventories or receivables. ~~Potbelly believes that these sources of liquidity and capital will be sufficient to finance the Company’s continued~~

The COVID-19 pandemic’s impact on our operations and ~~expansion plans~~revenues has significantly affected our ability to generate cash from operations. To preserve financial flexibility, the Company drew the $40.0 million of available capacity under its revolving credit facility. The Company ended the quarter with a cash balance of $45.8 million compared to a balance of $18.8 million at December 29, 2019. The increase in the cash balance is primarily due to the borrowing under its Revolving Credit Facility.

Due to the dramatic impact of the pandemic on operations and sales, we suspended the payment of rent on the majority of our leases. We are in discussions with our landlords regarding the restructuring of those leases in light of various contractual and legal defenses. While we are having ongoing conversations with landlords in various markets in seeking commercially reasonable lease concessions given the current environment, we have not yet confirmed significant concessions for ~~at least~~ the ~~next twelve months.~~remainder of the year. Future lease amendments resulting from these discussions may have a material impact on our liquidity.

We are expecting to receive a $3.7 million tax refund in 2020 due to the provisions of the CARES Act regarding the carryback of NOLs and the refund of prior AMT credits. We have elected to defer the employer-paid portion of social security taxes which is expected to defer approximately $3.0 to $4.0 million of cash payments from 2020 in to 2021 and 2022.

The following table presents summary cash flow information for the periods indicated (in thousands):

	For the 26 Weeks Ended						For the 13 Weeks Ended
	June 30,			July 1,			March 29,			March 31,
	2019			2018			2020			2019
Net cash provided by (used in):
Operating activities	$	6,988		$	17,867		$	(7,816	)	$	(2,373	)
Investing activities		(5,230	)		(11,614	)		(4,860	)		(2,572	)
Financing activities		(3,467	)		2,527			39,686			(999	)
Net increase (decrease) in cash	$	(1,709	)	$	8,780		$	27,010		$	(5,944	)

Net cash ~~provided by~~used in operating activities ~~decreased~~increased to ~~$7.0~~$7.8 million for the 2613 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$17.9~~$2.4 million for the 2613 weeks ended ~~July 1, 2018.~~March 31, 2019. The ~~$10.9~~$5.4 million ~~decrease~~increase was primarily driven by an increase in loss from operations, as well as timing of payment for certain liabilities.

Net cash used in investing activities ~~decreased~~increased to ~~$5.2~~$4.9 million for the 2613 weeks ended ~~June 30, 2019,~~March 29, 2020, from ~~$11.6~~$2.6 million for the 2613 weeks ended ~~July 1, 2018.~~March 31, 2019. The ~~decrease~~increase was primarily due to ~~fewer~~more shops opened and under construction during the 2613 weeks ended ~~June 30, 2019~~March 29, 2020 compared to the 2613 weeks ended ~~July 1, 2018.~~March 31, 2019. Due to the COVID-19 pandemic, capital expenditures have been reduced to essential maintenance and safety.

Net cash provided by financing activities increased to $39.7 million for the 13 weeks ended March 29, 2020, from net cash used in financing activities ~~was $3.5~~of $1.0 million for the 2613 weeks ended ~~June 30, 2019, compared to net cash provided by financing activities of $2.5 million for the 26 weeks ended July 1, 2018.~~March 31, 2019. The change in financing cash was primarily driven by ~~$6.6~~a borrowing under the Credit Facility of $39.8 million and a decrease in repurchases of treasury stock of $1.1 million during the 13 weeks ended March 29, 2020, partially offset by a $0.2 million decrease in proceeds from the exercise of stock options during the 2613 weeks ended ~~June 30, 2019.~~

On August 7, 2019, the Company entered into a second amended and restated revolving credit facility agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. (“JPMorgan”) that expires in July 2022. The Credit Agreement ~~amended~~amends and ~~restated~~restates that certain amended and restated revolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with ~~JPMorgan Chase Bank, N.A.~~JPMorgan. The Credit Agreement provides, among other things, for a revolving credit facility in a maximum principal amount of $40 million, with possible future increases of up to $20 million under an expansion feature. Borrowings under the credit facility generally bear interest at the Company’s option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a margin ranging from 1.25% to 1.75% or (ii) a prime rate as announced by ~~JP Morgan Chase~~JPMorgan plus a margin ranging from 0.00% to 0.50%. The applicable margin is determined based upon the Company’s consolidated total leverage ratio. On the last day of each calendar quarter, the Company is required to pay a commitment fee of 0.20% per annum in respect of any unused commitments under the credit facility. So long as certain total leverage ratios, EBITDA thresholds and minimum liquidity requirements are met and no default or event of default has occurred or would result, there is no limit on the “restricted payments” (primarily distributions and equity repurchases) that the Company may make, provided that proceeds of the loans under the ~~credit agreement~~Credit Agreement may not be used for purposes of making restricted payments.

On March 17, 2020, the Company fully drew the available capacity of $39.8 million under its Revolving Credit Facility as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. In accordance with the terms of its Revolving Credit Facility, the proceeds from these borrowings may in the future be used for working capital, general corporate or other permitted purposes. As of March 29, 2020, the Company had $39.8 million outstanding under the Credit Agreement. There were no borrowings outstanding as of March 31, 2019.

The ~~Prior~~ Credit Agreement ~~provided,~~was subsequently amended as of May 15, 2020 (the “Credit Agreement Amendment”) to, among other things ~~for a revolving credit facility in a maximum principal amount of $50.0~~(i) change the maturity date from July 31, 2022 to March 31, 2022; (ii) eliminate the $20.0 million ~~with possible future increases~~expansion feature; (iii) amend the interest rate to ~~$75.0 million under an expansion feature. Borrowings under~~ the ~~credit facility generally bore interest at our~~Company’s option at either ~~(i)~~(a) a eurocurrency rate determined by reference to the applicable ~~London Interbank Offered Rate (LIBOR)~~LIBOR rate with a 1.00% floor plus a margin ~~ranging from 1.00% to 1.75%~~of 5.00% or ~~(ii)~~(b) a prime rate as announced by JP Morgan ~~Chase~~ plus ~~a margin ranging from 0.00% to 0.50%. The applicable margin was determined based upon our consolidated total leverage ratio. On~~4.00%; (iv) amend the ~~last day of each calendar quarter, the Company was required to pay a~~ commitment fee ~~ranging from 0.125%~~ to ~~0.20%~~1.00% per annum in respect of any unused commitments under the credit ~~facility,~~facility; (v) implement additional restrictions on restricted payments, acquisitions and other indebtedness; and (vi) implement additional financial covenants. Per the terms of the Credit Agreement Amendment, the Company repaid $15.0 million of its outstanding borrowing at the signing of the Credit Agreement Amendment, and may re-borrow this $15.0 million when its cash balances held by JP Morgan declines below $28.0 million. Lastly, the Company is required to pay an upfront fee of 1% of the outstanding loan balance within fifteen business days of the signing of the Credit Agreement Amendment.

The Credit Agreement Amendment includes financial covenants that require the Company to maintain minimum liquidity levels, minimum building adjusted EBITDA, maximum total debt to adjusted EBITDA and a minimum trailing twelve months (“TTM”) adjusted EBITDA. The Company is required to maintain (i) a minimum liquidity level of $45.0 million at April 30, 2020 and $32.5 million at May 31, 2020; (ii) a minimum building adjusted EBITDA of ($8.5) million for April 2020 and ($16.0) million for the period of April 2020 through May 2020; (iii) a maximum total debt to adjusted EBITDA ratio of 2.25 to 1.00 beginning June 30, 2020; and (iv) a minimum TTM adjusted EBITDA of $16.0 million beginning June 30, 2020, $15.0 million beginning September 30, 2020 and $17.0 million beginning September 30, 2021. Compliance with the ~~specific rate determined~~financial covenants was waived for March 29, 2020 as part of the Credit Agreement Amendment. The Company expects that it will be in compliance with the revised covenants for the April and May 2020 reporting periods. The Company concluded that without any additional changes, it would likely not meet the maximum total debt to adjusted EBITDA and/or the minimum TTM adjusted EBITDA requirements beginning with the month of June 2020, in which case the lenders would have the ability to demand repayment of the outstanding debt at such time. Accordingly, the outstanding balance is presented as a current liability as of March 29, 2020 based ~~upon our consolidated total leverage ratio. As long as the leverage ratios were met, there was no limit~~ on the ~~“restricted payments” (primarily distributions~~guidance in ASC 470, Debt.

The Company is in continued negotiations with its current lender and ~~equity repurchases) that~~expects further amendments to the Credit Agreement as needed to maintain compliance with future financial covenants, but we cannot make any assurances regarding the likelihood, certainty or exact timing of further amendments to the Credit Agreement.

The Company is also evaluating various alternatives to improve its liquidity, including but not limited to, lease concessions and deferrals, further reductions of operating and capital expenditures, and raising additional capital.

For the 2613 weeks ended ~~June 30, 2019,~~March 29, 2020, the Company ~~had no amounts outstanding~~did not repurchase any shares of its common stock. Due to the COVID-19 pandemic, the Company does not have plans to repurchase any common stock under ~~the Prior Credit Agreement.~~its share repurchase program at this time.

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant estimates include amounts for long-lived assets and income taxes. Actual results could differ from those estimates. Critical accounting policies are those that management believes are both most important to the portrayal of our financial condition and operating results and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company bases estimates on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Potbelly had no significant changes in our critical accounting estimates since the last annual report. The Company’s critical accounting estimates are identified and described in our annual consolidated financial statements and related notes.

As of ~~June 30, 2019,~~March 29, 2020, the Company does not have any off-balance sheet arrangements, synthetic leases, investments in special purpose entities or undisclosed borrowings or debt that would be required to be disclosed pursuant to Item 303 of Regulation S-K under the Exchange Act.

See Note 1 to the Consolidated Financial Statements for a description of recently issued Financial Accounting Standards.

We are exposed to interest rate risk through fluctuations in interest rates on our debt obligations. Our Revolving Credit Facility bears interest at a floating rate. We seek to manage exposure to adverse interest rate changes through our normal operating and ~~qualitative disclosures about~~financing activities. As of March 29, 2020, the Company had $39.8 million outstanding under the Credit Agreement.

We purchase certain products that are affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions, seasonality, production, availability 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 used contain risk ~~see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,”~~management techniques designed to minimize price volatility. In many cases, we believe we will be able to address material commodity cost increases by adjusting menu pricing or making other operational adjustments that increase productivity. However, increases in commodity prices, without adjustments to menu prices, could increase restaurant operating costs as a percentage of restaurant sales. We could also experience shortages of key ingredients if our ~~Annual Report on Form 10-K for~~suppliers need to close or restrict operations due to the ~~fiscal year ended December 30, 2018. Our exposures to market risk have not changed materially since December 30, 2018.~~impact of the COVID-19 pandemic.

Our management, with the participation of our Chief Executive Officer and ~~Principal~~Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange ~~Act~~Act) as of ~~June 30, 2019.~~March 29, 2020. Based upon that evaluation, our Chief Executive Officer and ~~Principal~~Chief Financial Officer have concluded that, as of ~~June 30, 2019,~~March 29, 2020, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to our management, including our Chief Executive Officer and ~~Principal~~Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the ~~second~~first quarter ended ~~June 30, 2019~~March 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Information pertaining to legal proceedings is provided in Note 910 to the Condensed Consolidated Financial Statements and is incorporated by reference herein.

A description of the risk factors associated with our business is contained in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December ~~30, 2018. There have been no material changes to our Risk Factors as previously reported.~~29, 2019. In light of the rapidly evolving COVID-19 pandemic, the Company filed Form 8-Ks on March 20, 2020 and May 8, 2020 for the purpose of supplementing the risk factors disclosed in Item 1A of its Annual Report on Form 10-K for the fiscal year ended December 29, 2019.

The following table contains information regarding purchases of our common stock made by or on behalf of Potbelly Corporation during the 13 weeks ended ~~June 30, 2019:~~March 29, 2020:

On ~~August 7, 2019,~~May 15, 2020, the Company entered into ~~a second amended and restated revolving credit facility agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. that expires in July 2022. The~~an amendment to the Credit Agreement amended and restated that certain amended and restated revolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan Chase Bank, N.A. The Credit Agreement provides,to, among other things ~~for a revolving credit facility in a maximum principal amount of $40~~(i) change the maturity date from July 31, 2022 to March 31, 2022; (ii) eliminate the $20.0 million ~~with possible future increases of up~~expansion feature; (iii) amend the interest rate to ~~$20 million under an expansion feature. Borrowings under the credit facility generally bear interest at~~ the Company’s option at either ~~(i)~~(a) a eurocurrency rate determined by reference to the applicable LIBOR rate with a 1.00% floor plus a margin ~~ranging from 1.25% to 1.75%~~of 5.00% or ~~(ii)~~(b) a prime rate as announced by JP Morgan ~~Chase~~ plus ~~a margin ranging from 0.00% to 0.50%. The applicable margin is determined based upon~~4.00%; (iv) amend the ~~Company’s consolidated total leverage ratio. On the last day of each calendar quarter, the Company is required to pay a~~ commitment fee ~~of 0.20%~~to 1.00% per annum in respect of any unused commitments under the credit ~~facility. So long as certain total leverage ratios~~facility; (v) implement additional restrictions on restricted payments, acquisitions and other indebtedness; and (vi) implement additional financial covenants. Per the terms of the Credit Agreement Amendment, the Company repaid $15.0 million of its outstanding borrowing at the signing of the Credit Agreement Amendment, and may re-borrow this $15.0 million when its cash balances held by JP Morgan declines below $28.0 million. Lastly, the Company is required to pay an upfront fee of 1% of the outstanding loan balance within fifteen business days of the signing of the Credit Agreement Amendment.

The Credit Agreement Amendment includes financial covenants that require the Company to maintain minimum liquidity ~~requirements,~~levels, minimum building adjusted EBITDA, ~~thresholds~~maximum total debt to adjusted EBITDA and a minimum trailing twelve months

adjusted EBITDA. The Company is required to maintain (i) a minimum liquidity ~~requirements are met~~level of $45.0 million at April 30, 2020 and ~~no default or event~~$32.5 million at May 31, 2020; (ii) a minimum building adjusted EBITDA of ~~default has occurred or would result, there is no limit on~~($8.5) million for April 2020 and ($16.0) million for the ~~“restricted payments” (primarily distributions~~period of April 2020 through May 2020; (iii) a maximum total debt to adjusted EBITDA ratio of 2.25 to 1.00 beginning June 30, 2020; and ~~equity repurchases) that~~(iv) a minimum TTM adjusted EBITDA of $16.0 million beginning June 30, 2020, $15.0 million beginning September 30, 2020 and $17.0 million beginning September 30, 2021. Compliance with the ~~Company may make, provided that proceeds~~financial covenants was waived for March 29, 2020 as part of the ~~loans under the credit agreement may not be used for purposes of making restricted payments.~~Credit Agreement Amendment.

The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference.

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

Delaware		36-4466837
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification Number)
111 N. Canal Street, Suite 850 Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PBPB	The NASDAQ Stock Market LLC
		(Nasdaq Global Select Market)

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Equity	5

	Condensed Consolidated Statements of Cash Flows	76

	Notes to Condensed Consolidated Financial Statements	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	2526

	Signature	2627

	~~Implications as of December 31, 2018~~
~~Practical expedient package~~	~~We have not reassessed whether any expired or existing contracts are, or contain, leases.~~
	~~We have not reassessed the lease classification for any expired or existing leases.~~
	~~We have not reassessed initial direct costs for any expired or existing leases.~~
~~Hindsight practical expedient~~	~~We have not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets.~~

	Current Contract Liability			Noncurrent Contract Liability
	(Thousands)			(Thousands)
Beginning balance as of December 31, 2018	$	(2,184	)	$	(1,631	)
Ending balance as of June 30, 2019		(1,687	)		(1,960	)
Increase (decrease) in contract liability	$	(497	)	$	329

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

For the 26 weeks ended:	Common Stock					Treasury			Additional Paid-In-		Accumulated			Non- Controlling
	Shares			Amount		Stock			Capital		Deficit			Interest			Total Equity
Balance at December 31, 2017		24,999,688			318		(85,262	)		421,657		(219,990	)		515		$	117,238
Cumulative impact of Topic 606		—			—		—			—		(690	)		—			(690	)
Net income (loss)		—			—		—			—		(2,554	)		166			(2,388	)
Stock-based compensation plans		925,375			9		—			6,735		—			—			6,744
Repurchases of common stock		(264,339	)		—		(3,449	)		—		—			—			(3,449	)
Distributions to non-controlling interest		—			—		—			—		—			(256	)		(256	)
Treasury shares used for stock-based plans		(8,771	)		—		(116	)		—		—			—			(116	)
Stock-based compensation expense		—			—		—			2,251		—			—			2,251
Balance at July 1, 2018		25,651,953		$	327	$	(88,827	)	$	430,643	$	(223,234	)	$	425		$	119,334

Balance at December 30, 2018		24,142,586		$	330	$	(108,372	)	$	432,771	$	(229,558	)	$	362		$	95,533
Cumulative impact of Topic 842, net of tax of $196		—			—		—			—		(531	)		—		$	(531	)
Net income (loss)		—			—		—			—		(20,305	)		182			(20,123	)
Stock-based compensation plans		116,367			1		—			172		—			—			173
Repurchases of common stock		(485,659	)		—		(3,467	)		—		—			—			(3,467	)
Distributions to non-controlling interest		—			—		—			—		—			(177	)		(177	)
Contributions from non-controlling interest		—			—		—			—		—			39			39
Treasury shares used for stock-based plans		(4,919	)		—		(35	)		—		—			—			(35	)
Stock-based compensation expense		—			—		—			1,464		—			—			1,464
Balance at June 30, 2019		23,768,375		$	331	$	(111,874	)	$	434,407	$	(250,394	)	$	406		$	72,876

				Adjustments Due
	December 30,			to the Adoption of			December 31,
	2018			Topic 842			2018
Assets
Current assets
Cash and cash equivalents	$	19,775		$	—		$	19,775
Accounts receivable, net of allowances of $113 as of December 30, 2018		4,737			—			4,737
Inventories		3,482			—			3,482
Prepaid expenses and other current assets		11,426			—			11,426
Total current assets		39,420			—			39,420

Property and equipment, net		87,782			—			87,782
Right-of-use assets for operating leases		—			232,477			232,477
Indefinite-lived intangible assets		3,404			—			3,404
Goodwill		2,222			—			2,222
Deferred income taxes, noncurrent		13,385			195			13,580
Deferred expenses, net and other assets		7,002			—			7,002
Total assets	$	153,215		$	232,672		$	385,887

Liabilities and Equity
Current liabilities
Accounts payable	$	3,835		$	—		$	3,835
Accrued expenses⁽¹⁾		25,029			(1,124	)		23,905
Short-term operating lease liabilities		—			28,826			28,826
Accrued income taxes		162			—			162
Total current liabilities		29,026			27,702			56,728

Deferred rent and landlord allowances⁽¹⁾		22,905			(22,905	)		—
Long-term operating lease liabilities		—			228,406			228,406
Other long-term liabilities		5,751			—			5,751
Total liabilities		57,682			233,203			290,885

Stockholders’ equity
Common stock, $0.01 par value—authorized 200,000,000 shares; outstanding 24,142,586 shares as of December 30, 2018		330			—			330
Additional paid-in-capital		432,771			—			432,771
Treasury stock, held at cost, 8,801,154 shares as of December 30, 2018		(108,372	)		—			(108,372	)
Accumulated deficit⁽²⁾		(229,558	)		(531	)		(230,089	)
Total stockholders’ equity		95,171			(531	)		94,640
Non-controlling interest		362			—			362
Total stockholders' equity		95,533			(531	)		95,002

Total liabilities and equity	$	153,215		$	232,672		$	385,887

~~Separation of lease and non-lease components~~		~~We elected this expedient to account for lease and non-lease components as a single component for our entire population of operating lease assets.~~
~~Short-term policy~~		We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet.

	~~June 30,~~
	~~2019~~
~~Weighted average remaining lease term (years)~~	~~8.72~~
~~Weighted average discount rate~~		~~8.03~~	%

	Operating Leases
2019		47,918
2020		45,828
2021		41,497
2022		36,120
2023		31,060
Thereafter		138,928
Total minimum lease payments		341,351

Period	Total Number of Shares Purchased		Average Price Paid per Share (1)		Total Number of��Shares Purchased as Part of Publicly Announced Program (2)		Maximum Value of Shares that May Yet be Purchased Under the Program (2)
April 1, 2019 - April 28, 2019		95,000	$	9.03		95,000	$	40,186,965
April 29, 2019 - May 26, 2019		99,900	$	6.98		99,900	$	39,489,427
May 27, 2019 - June 30, 2019		157,630	$	4.89		155,759	$	38,728,687
Total:		352,530				350,659


Exhibit No.		Description

10.1*10.1		Amendment No. 1, dated May 15, 2020, to Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead ~~Arranger~~

~~10.2~~*		~~Potbelly Corporation Non-Employee Director Compensation Plan †~~

~~10.3~~		~~Potbelly Corporation 2019 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed on May 21, 2019 and incorporated by reference). †~~Arranger.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of ~~Principal~~Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and ~~Principal~~Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

		POTBELLY CORPORATION

Date: ~~August 8, 2019~~May 18, 2020	By:	/s/ ~~Thomas Fitzgerald~~Steven Cirulis
		~~Thomas Fitzgerald~~Steven Cirulis
		Chief Financial Officer
		(Principal Financial Officer)