Noodles & Company
Annual Report 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35987
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
Delaware
84-1303469
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
520 Zang Street, Suite D
Broomfield, CO
80021
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (720) 214-1900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $0.01 per share
NDLS
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months (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  x     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  x     No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 
emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” 
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new 
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal 
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or 
issued its audit report.  
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the 
filing reflect the correction of an error to previously issued financial statements.          ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received 
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates as of July 2, 2024, the last business day of the registrant’s 
most recently completed second fiscal quarter, was $53.3 million. This amount was calculated based on the closing price of the common stock on July 2, 2024

on the Nasdaq Global Select Market. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, 
to be “affiliates” of the registrant.
As of February 28, 2025, there were 45,738,007 shares of the registrant’s Class A common stock, par value of $0.01 per share outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement relating to its 2025 Annual Meeting of Stockholders, to be held on or about May 14, 2025, are incorporated by 
reference into Part III of this Annual Report on Form 10-K, where so indicated. Such proxy statement will be filed with the U.S. Securities and Exchange 
Commission within 120 days after the end of the fiscal year to which this report relates. 
TABLE OF CONTENTS
Page
PART I
ITEM 1.
Business ................................................................................................................................................
1
ITEM 1A.
Risk Factors ..........................................................................................................................................
7
ITEM 1B.
Unresolved Staff Comments.................................................................................................................
21
ITEM 1C.
Cybersecurity........................................................................................................................................
21
ITEM 2.
Properties ..............................................................................................................................................
23
ITEM 3.
Legal Proceedings.................................................................................................................................
24
ITEM 4.
Mine Safety Disclosures .......................................................................................................................
24
PART II
ITEM 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of 
Equity Securities...................................................................................................................................
25
ITEM 6.
[Reserved].............................................................................................................................................
25
ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations ...............
26
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk..............................................................
38
ITEM 8.
Financial Statements and Supplementary Data.....................................................................................
39
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...............
65
ITEM 9A.
Controls and Procedures .......................................................................................................................
65
ITEM 9B.
Other Information .................................................................................................................................
66
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections..................................................
66
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance....................................................................
66
ITEM 11.
Executive Compensation ......................................................................................................................
66
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 
Matters ..................................................................................................................................................
66
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence .....................................
66
ITEM 14.
Principal Accounting Fees and Services...............................................................................................
66
PART IV
ITEM 15.
Exhibits, Financial Statement Schedules..............................................................................................
67
ITEM 16.
Form 10-K Summary............................................................................................................................
72
SIGNATURES
EXHIBITS
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Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that 
involve risks and uncertainties, including but not limited to the risks and uncertainties discussed under Item 1A. “Risk Factors,” 
Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 1. “Business.” In 
some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” 
“should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of 
these terms and similar expressions intended to identify forward-looking statements. Forward-looking statements may relate to, 
among other things: (i) our business objectives and strategic plans, including projected or anticipated growth rates, including in 
guest traffic, digital orders, and new restaurants, revenues, planned improvements in operational efficiencies, gross margins, and 
cost management, and enhancements to our restaurant environments and guest engagement, including the anticipated impacts of 
innovations, improvements, and marketing efforts; (ii) our expectations about pricing strategy; (iii) our expectations about the 
competitiveness of the labor market and our ability to hire, train, and retain qualified personnel; (iv) anticipated capital 
investments and the results of such investments, including in new restaurant openings, local marketing, our digital capabilities, 
and information technology systems, and the anticipated related benefits; (v) our expectations about restaurant operating costs, 
including commodity and food prices, occupancy costs, and labor and energy costs; and our ability to offset higher costs with 
menu price increases and related impacts on consumer behavior; (vi) anticipated legislation and other regulation of our business, 
the expected impacts of government regulations on our operations and financial condition, and changes in such regulation, 
including in relation to our franchise operations; (vii) our ability to attract and build relationships with experienced franchise 
partners; (viii) our expectations about anticipated uses of, and risks associated with, future cash flows, liquidity, future capital 
expenditures, and other capital deployment opportunities, and taxes; (ix) our expectations regarding competition; (x) our 
expectations regarding demand and business recovery, consumer preferences, and consumer discretionary spending; (xi) our 
ability to successfully implement our food safety programs; (xii) our ability to successfully implement our health and safety 
initiatives; (xiii) our expectations and other statements regarding interest rates, commodity prices, and other factors;  (xiv) the 
seasonality of our business; (xv) anticipated impacts of future pandemics; (xvi) our plans to regain compliance with Nasdaq’s 
continued listing required requirements; and (xvii) the other risks discussed under the section titled Risk Factors below. These 
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or 
achievements to be materially different from any future results, performances or achievements expressed or implied by the 
forward-looking statements. These statements reflect our current views with respect to future events and are based on currently 
available operating, financial and competitive information. Unless required by United States federal securities laws, we do not 
intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made.
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PART I
ITEM 1. 
Business
General
Noodles & Company is a restaurant concept offering lunch and dinner within the fast-casual segment of the restaurant industry. 
Our core offerings include noodle and pasta dishes, staples of many different cuisines, with the goal of delivering fresh 
ingredients and flavors from around the world under one roof. Today, our globally-inspired menu includes a wide variety of high 
quality, cooked-to-order dishes, including noodles and pasta, salads, soups and appetizers. As of December 31, 2024, we operated 
463 restaurants in 31 states, which included 371 company locations and 92 franchise locations.
Noodles & Company is a Delaware corporation that was organized in 2002. Noodles & Company and its subsidiaries are 
sometimes referred to as “Noodles,” “we,” “us,” “our,” and the “Company” in this report. We refer to our Class A Common 
Stock, par value $0.01 per share, as our “common stock.” 
Our Concept and Business Strategy
We believe Noodles is a broadly appealing concept in the national fast-casual dining space. We are focused on offering customers 
flavorful, cooked-to-order dishes in a warm and welcoming environment at an attractive value. We offer approximately 20 
globally-inspired and highly customizable dishes that can be enjoyed inside our restaurants, taken to-go, or delivered to our 
customers.
Our customers experience the Noodles brand through our company-owned and franchise operated locations, and digitally through 
our mobile app, website www.noodles.com and third-party delivery services. In 2024, approximately 56% of our sales were 
derived from digital ordering, where guests have the opportunity to select in restaurant quick pick-up or delivery to their home or 
office. We believe that the breadth of ways that consumers can access our brand, the variety inherent in our menu, and how well 
our food travels is a business strength in relation to consumer trends towards convenience. 
We are one of the only national restaurant chains to offer a menu devoted to noodles across a variety of cuisines. We offer a wide 
variety of flavor profiles, combining classic noodle dishes with more contemporary options. We hand-chop fresh vegetables and 
prepare nine noodle varieties in-house every day. All of our dishes are cooked-to-order. Choice and customization have always 
been a great strength of the brand. This focus on culinary innovation allows us to prepare and serve high quality food and meet 
changing consumer expectations. In late 2024, we began one of the most comprehensive menu upgrade in our 30-year history. 
This includes reimagined favorites including more sauce, more vegetables, and more premium ingredients. Additionally, the new 
menu includes thoughtfully curated new dishes with bold flavors that addressed gaps in our existing menu offering. We began the 
rollout of our updated menu in late 2024 and will be substantially complete by the end of the first half of 2025.
Consistent with our culture of enhanced customer service, we seek to hire, develop and retain individuals who will deliver 
prompt, attentive service by engaging customers the moment they enter our restaurants. Our training philosophy empowers both 
our restaurant managers and team members, also referred to as employees, to add a personal touch when engaging with our 
customers. Our restaurant managers are critical to our success, as we believe that their entrepreneurial spirit and outreach efforts 
build our brand in our communities.
Restaurant Portfolio and Franchising
Restaurant Portfolio. As of December 31, 2024, we had 371 company-owned restaurants and 92 franchise restaurants in 31 states. 
Our restaurants are typically between 2,000 and 2,600 square feet and are located in end-cap, in-line or free-standing locations 
across a variety of suburban, collegiate and urban markets. We continue to analyze our restaurant prototype design to better 
facilitate future expansion and better meet the needs of the changing consumer experience.
Restaurant Development. In 2024, we opened ten new company-owned restaurants. In 2025, we plan to open two new company-
owned restaurants.
Certain Restaurant Closures. We closed thirteen company-owned restaurants in 2024, most of which were either generating low 
or negative cash flows, at or approaching the expiration of their leases, or in trade areas that are not as well positioned for current 
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consumer trends. We will continue to analyze our restaurant portfolio and expect to close or relocate certain restaurants, that are 
at, or near, the expiration of their leases, generating low or negative cash flows or in trade areas that are not as well positioned for 
current consumer trends.
Franchising. As of December 31, 2024, we had 92 franchise units in 20 states operated by 14 franchisees. In 2024, our 
franchisees opened three restaurants and closed seven restaurants. In 2024, we sold six company-owned restaurants to a franchisee 
(the “DND Sale”). As part of the DND Sale, we entered into a six-year development plan commitment that includes development 
of ten new locations throughout Oregon and Washington. We have 10 area developers who have signed development agreements 
providing for the opening of 119 restaurants in their respective territories. We expect franchising to be a part of our growth 
strategy in future years which could include refranchising existing markets. We look for experienced, well-capitalized franchise 
partners who are able to leverage their existing infrastructure and local knowledge in a manner that benefits both our franchisees 
and us. We expect to continue to offer development rights in markets where we do not intend to build company-owned 
restaurants. We may offer such rights to larger developers who commit to open 10 or more units, or to smaller developers who 
may commit to open fewer restaurants. We do not currently intend to offer single-unit franchises. We believe the strength and 
attractiveness of our brand will attract experienced and well-capitalized area developers.
Site Development and Expansion
We consider our site selection and development process critical to our long-term success. We have used a combination of our own 
internal team and outside real estate consultants to locate, evaluate and negotiate new sites using various criteria. In making site 
selection decisions, we use several analytical tools designed to uncover the key site, demographic, business, retail, competitive 
and traffic characteristics that drive successful locations. We utilize third-party resources to assist with evaluating potential new 
sites. Once a location has been approved by our executive-level selection committee, we begin a design process to match the 
characteristics and feel of the location to the trade area. Due to increased construction and development costs and lower than 
expected returns on investment on recent new restaurant openings, we have reduced our new restaurant development pipeline for 
2025 and 2026.
Restaurant Management and Operations
Friendly Team Members. We believe our genuine, friendly team members separate us from our competitors. We value the 
individuality of our team members, which we believe results in a management, operations and training philosophy distinct from 
that of our competitors. We strive to hire team members who share our values, a passion for food, have a competitive spirit and 
will operate our restaurants in a way that is consistent with our high standards. We seek to hire individuals who will deliver 
prompt, attentive service by engaging customers at all points during the Noodles brand experience. We empower our team 
members to enrich the experience of our customers and directly address any concerns that may arise in a manner that contributes 
to the success of our business.
Restaurant Management and Employees. Each restaurant typically has a general manager, an assistant general manager, multiple 
shift managers and team members. We cross-train our employees in an effort to create a depth of competency in our critical 
restaurant functions. To lead our restaurant management teams, we have area managers (each of whom is responsible for 
approximately five to 10 restaurants), as well as regional directors (each of whom is responsible for approximately 50 to 60 
restaurants).
Training and Career Development. We believe that our training efforts create a culture of continuous learning and professional 
growth that allows our team members to continue their career development with us. Within each restaurant, two to four team 
members are designated to lead the training efforts and maintain a consistent approach to team member development. We produce 
training materials that encourage individual contributions and participation from our team members while also requiring 
adherence to certain guidelines and procedures.
Food Preparation and Quality. Our teams use classic professional cooking methods, including sautéing many of our vegetables, 
in full kitchens resembling those of full-service restaurants. All team members, including our restaurant managers, spend their 
first several days working solely with food and learning these techniques, and we spend a significant amount of time training team 
members to prepare and cook our food properly.
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The majority of our restaurants have exhibition-style kitchens. This design demonstrates our commitment to cooking fresh food in 
an accessible manner. We provide each customer with individual attention and make every effort to respond to customer 
suggestions and concerns in a personal and hospitable way.
We require all of our dishes to be cooked to order at food safe temperatures or, in the case of salads, subject to our produce 
washing protocols, as food safety is a top priority for us. We have designed our food safety and quality assurance programs to 
maintain high standards for our food and food preparation procedures. Our director of quality assurance oversees robust restaurant 
and supplier audits based upon the potential food safety risk of each food. We also consider food safety and quality assurance 
when selecting our distributors and suppliers. Our suppliers are inspected by federal, state and local regulators or other reputable, 
qualified inspection services, which promotes compliance with all federal food safety and quality guidelines. We regularly inspect 
our suppliers to confirm that the ingredients we buy conform to our quality standards and that the prices we pay are competitive. 
We train our employees to pay detailed attention to food quality at every stage of the food preparation cycle, and we have 
developed a daily checklist that our employees are required to use to assess the freshness and quality of food supplies. Finally, we 
encourage our customers to provide feedback regarding our food quality so that we can identify and resolve problems or concerns 
as quickly as possible.
Restaurant Marketing
Our strategic marketing efforts seek to drive sales and increase brand loyalty by highlighting our competitive strengths through a 
variety of channels including digital marketing, social media, public relations, guest engagement and local marketing. We focus 
on attributes that set us apart including the breadth and customization of our menu and our best-in-class convenience offerings, 
and ultimately use a data-driven approach to guide our strategy. 
•
Our Contemporary Menu Offerings. At the heart of our marketing is our food and the desire to craft harmonious dishes 
that reflect the modern, borderless flavors and celebrate fresh, cooked to order, real food. We focus some of our 
marketing efforts on new menu offerings to broaden our appeal to our customers and we continue to invest in high 
quality ingredients and portions that improve the taste and appearance of our dishes.  At the same time, we showcase the 
dishes that continue to be loved by many.  For instance, in 2024, our focus on new menu offering efforts centered around 
the launch of three new dishes: Crispy Chicken Bacon Alfredo, Chipotle Chicken Cavatappi and Lemon Garlic Shrimp 
Scampi. In 2025, we are set to introduce five new contemporary dishes and culinary changes to four other dishes.
•
Brand Platform. From time to time, we launch new brand platforms to enhance our brand awareness, introduce Noodles 
to new guests and remind existing guests what sets Noodles apart. 
•
Loyalty Program. Our Noodles Rewards program grew approximately 8% during 2024 to approximately 5.6 million 
members. The Rewards program provides us with guest data that can be used to target and personalize offers and 
communications. The program allows guests to accumulate reward points associated with each purchase that can be 
redeemed for offers such as free bowls, free side dishes, discounts, and free delivery. Rewards members are typically the 
first to learn about new offerings, and in some cases are provided exclusive access to certain menu items for a limited 
time.
•
Digital Business. We continue to make strategic investments in our digital capabilities to improve the overall guest 
experience and increase our digital sales. Our digital platforms, inclusive of our website and our app, offer guests a 
differentiated and seamless ordering experience and make it convenient for guests to purchase their favorites. We use our 
digital platforms to increase brand engagement and usage of the Rewards program. Additionally, we have expanded our 
third-party partnerships to increase our brand’s reach among guests who primarily place orders through these delivery 
providers. We invest in digital advertising to advertise specific product categories, highlight convenient off-premise 
channel offerings, communicate rewards and encourage guest action and long-term guest loyalty. We leverage zero-
party, first-party and third-party data to drive effective and efficient advertising spend, helping us to improve the return 
on our investment. We have installed digital menu boards across all company-owned locations that allow us to showcase 
key menu features, target guest communication, enhance our pricing capabilities and increase flexibility for culinary 
testing.
 
 
 
 
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Human Capital Management
We believe the strength of our workforce is one of the significant contributors to our success as a brand. This is largely attributed 
to our team members who strive every day to create an environment for our guests where they feel welcomed and cared for. 
Therefore, one of our strategic priorities is to develop people as a differentiator, including investing in the following areas of 
focus:
Oversight and Management. We value the diversity of our team members, which reflects the diversity of our guests and 
communities, and believe in creating an inclusive and equitable environment that supports equal employment opportunities and 
represents a broad spectrum of backgrounds and cultures. Our Human Resources department is tasked with managing 
employment-related matters, including recruiting and hiring, onboarding and training, compensation and benefit planning, 
organizational design, performance management, succession planning and talent development. Our management and cross-
functional teams also work closely to evaluate human capital management matters such as team member retention, workplace 
safety, harassment and bullying, as well as to implement measures to mitigate these risks.
Our Board of Directors and Board committees provide oversight on certain human capital matters. Our Compensation Committee, 
with input from members of our management team and a third-party compensation consultant, who provides benchmarked data, 
has responsibility for approving annually certain elements of compensation, including our incentive compensation plans and 
equity-based plans. Management provides input into the design of our incentive compensation programs to confirm that these 
programs support the Company’s business objectives and strategic priorities. The annual business plan initially established by our 
management, and approved by our Board, is an important element of our Compensation Committee’s decision-making process for 
performance measures and goals. 
At Noodles & Company, we prioritize investing in our workforce by offering industry competitive base wages and salaries, 
performance-based cash and equity incentives, and competitive benefits that enhance the well-being, career growth, and financial 
security of our team members. Our quarterly and annual performance-based bonus plans are designed to align compensation with 
company success by rewarding team members for achieving key financial and operational performance metrics. Additionally, 
eligible team members receive long-term incentives—such as restricted stock units (RSUs) and performance stock units (PSUs)—
that align their interests with long-term shareholder value creation.
Beyond compensation, Noodles & Company provides a competitive and targeted benefits package designed to support the 
financial, physical, and mental well-being of our team members. Our offerings include medical, dental, and vision insurance, 
along with mental health support and wellness programs to promote overall well-being. To enhance financial security, we offer a 
401(k) program with a company match, an Employee Stock Purchase Plan (the “ESPP” plan), early access to earned wages, a 
deferred compensation plan for eligible positions, and short-term and long-term disability coverage for eligible positions.
Additionally, we support team member engagement and work-life balance with paid time off, family-planning benefits, 
immigration support, education assistance, and meal discounts. Our Employee Assistance Program (EAP) provides valuable 
resources, including financial planning support and legal assistance, providing our team members access to the tools they need for 
personal and professional success. We are committed to fostering career growth by offering leadership development programs, 
skills training, and succession planning to prepare team members for higher-level roles. Our goal of being a best-in-class 
workplace has earned us continued recognition, including being named one of Forbes’ Best Employers for Diversity for the fourth 
consecutive year in 2024.
To further demonstrate our commitment to supporting our team members, we established the Noodles & Company Foundation to 
provide assistance in times of need and invest in their futures. Since its inception, the Foundation has granted over $580,000 in 
emergency assistance and more than $540,000 in scholarships to help team members and their families achieve their educational 
goals. Created by and for our team members, the Foundation reinforces our dedication to fostering a resilient, empowered 
workforce and giving back to the communities we serve. Looking ahead, we are planning to continue to elevate the team member 
experience by enhancing our talent development, workplace culture, and innovative total rewards programs that differentiate 
Noodles & Company as an employer of choice in our industry.
As of December 31, 2024, we had approximately 7,300 employees, including approximately 500 salaried employees and 
approximately 6,800 hourly employees. None of our employees are unionized or covered by a collective bargaining agreement, 
and we consider our current employee relations to be good.
 
 
 
 
4
Suppliers
Maintaining a high degree of quality in our restaurants depends in part on our ability to acquire fresh ingredients and other 
necessary supplies that meet our specifications from reliable suppliers. We carefully select suppliers based on quality and their 
understanding of our brand, and we seek to develop mutually beneficial long-term relationships with them. We work closely with 
our suppliers and use a mix of forward, fixed and formula pricing protocols. In some cases, we have made efforts to increase the 
number of suppliers for our ingredients, which we believe can help mitigate pricing volatility. We monitor industry news, trade 
issues, weather, crises and other world events that may affect supply prices.
Seasonality/Quarterly Financial Information
Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is 
typically lower in the first and fourth quarters, due to reduced winter and holiday traffic, and higher in the second and third 
quarters. Other factors also have a seasonal effect on our results. For example, restaurants located near colleges and universities 
generally do more business during the academic year. Seasonal factors, however, might be moderated or outweighed by other 
factors that may influence our quarterly results, such as worldwide health pandemics, fluctuations in food or packaging costs, or 
the timing of menu price increases or promotional activities and other marketing initiatives.
Our quarterly results are also affected by other factors such as the amount and timing of incentive-based compensation expense 
and related tax rate impacts, impairment charges and non-operating costs, timing of marketing or promotional expenses, the 
number and timing of new restaurants opened in a quarter, and the closure of restaurants. New restaurants typically have higher 
operating costs following opening because of the expenses associated with their opening and operating inefficiencies in the 
months immediately following opening. Accordingly, results for a particular quarter are not necessarily indicative of results to be 
expected for any other quarter or for any year. 
Competition
We face competition from the casual dining, quick-service and fast-casual segments of the restaurant industry. These segments are 
highly competitive with respect to taste, price, food quality and presentation, service, location and the ambiance and condition of 
each restaurant, among other things. Our competition includes a variety of locally owned restaurants and national and regional 
chains who offer dine-in, carry-out and delivery services. Many of our competitors have existed longer and have a more 
established market presence with substantially greater financial, marketing, personnel and other resources than we have. Among 
our competitors are a number of multi-unit, multi-market fast-casual restaurant concepts, some of which are expanding nationally. 
We will continue to face competition from these concepts and new competitors that strive to compete within our market segments. 
We also face competition from firms outside the restaurant industry, such as grocery stores and home meal replacement services, 
who sell prepared meals for takeout and delivery service.
Intellectual Property and Trademarks
We own a number of trademarks and service marks registered or pending with the U.S. Patent and Trademark Office. We also 
have certain trademarks registered in certain foreign countries. In addition, we own the internet domain name www.noodles.com. 
The information on, or that can be accessed through, our website is not part of this report. We believe that our trademarks, service 
marks and other intellectual property rights have significant value and are important to the marketing of our brand, and it is our 
policy to protect and defend vigorously our rights to such intellectual property.
Governmental Regulation and Environmental Matters
We are subject to extensive and varied federal, state and local government regulation, including regulations relating to public and 
occupational health and safety, sanitation and fire prevention. We operate each of our restaurants in accordance with standards 
and procedures designed to comply with applicable codes and regulations. However, an inability to obtain or retain health 
department or other licenses could adversely affect our operations. Although we have not experienced, and do not anticipate, any 
significant difficulties, delays or failures in obtaining required licenses, permits or approvals, any such problem could delay or 
prevent the opening of, or adversely impact the viability of, a particular restaurant or group of restaurants.
 
 
 
 
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We are subject to federal, state and local environmental laws and regulations concerning waste disposal, pollution, protection of 
the environment and the presence, discharge, storage, handling, release and disposal of, or exposure to, hazardous or toxic 
substances (“environmental laws”). These environmental laws can provide for significant fines and penalties for non-compliance 
and liabilities for remediation, sometimes without regard to whether the owner or operator of the property knew of, or was 
responsible for, the release or presence of the hazardous or toxic substances. Third parties may also make claims against owners 
or operators of properties for personal injuries and property damage associated with releases of, or actual or alleged exposure to, 
such substances. We are not aware of any environmental laws that will materially affect our earnings or competitive position, or 
result in material capital expenditures relating to our restaurants. However, we cannot predict what environmental laws will be 
enacted in the future, how existing or future environmental laws will be administered, interpreted or enforced, or the amount of 
future expenditures that we may need to make to comply with, or to satisfy claims relating to, environmental laws. It is possible 
that we will become subject to environmental liabilities at our properties, and any such liabilities could materially affect our 
business, financial condition or results of operations.
Management Information Systems
We use a variety of applications and systems to securely manage the flow of information within each restaurant, and within our 
central support office infrastructure. All of our restaurants use computerized management information systems, which we believe 
are scalable to support any future growth plans. We use point-of-sale (“POS”) computers designed specifically for the restaurant 
industry. Our POS system provides a touch screen interface, a graphical order confirmation display and integrated, high-speed 
credit card and gift card processing. Our online ordering system allows customers to place orders online or through our mobile 
app. Orders taken remotely are routed to the point-of-sale system based on the time of customer order pickup. The POS system is 
used to collect daily transaction data, which generates information about daily sales, product mix and average check that we 
actively analyze. All products sold and prices at our company-owned restaurants are programmed into the system from our central 
support office. We also continue to modernize and make investments in our information technology networks and infrastructure, 
specifically in our physical and technological security measures, to anticipate cyber-attacks and defend against breaches and to 
provide improved control, security and scalability. Enhancing the security of our financial data, customer information and other 
personal information is a high priority for us.
Our in-restaurant back office computer system is designed to assist in the management of our restaurants and provide labor and 
food cost management tools. These tools provide restaurant operations management and our central support office quick access to 
detailed business data and reduces restaurant managers’ administrative time. The system provides our restaurant managers the 
ability to submit orders electronically with our distribution network. The system also supplies sales, bank deposit and variance 
data to our finance department on a daily basis. We use this data to generate daily sales information and weekly consolidated 
reports regarding sales and other key measures. 
Franchisees use similar point of sale systems and are required to report sales on a daily basis through an online reporting network 
and submit their restaurant-level financial statements on a quarterly and annual basis. We also offer certain restaurant technology 
support services to our franchisees.
Financial Information About Segments
We operate as a single accounting segment. Financial information related to our business is included in Item 8 of this Annual 
Report on Form 10-K.
Available Information 
We maintain a website at www.noodles.com, including an investor relations section at investor.noodles.com, on which we 
routinely post important information, such as webcasts of quarterly earnings calls, and any related materials. You may access our 
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports and 
other reports relating to us that are filed with or furnished to the SEC, free of charge in the investor relations section of our 
website as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. 
The contents of the websites mentioned herein are not incorporated into and should not be considered a part of this report. The 
references to the URLs for these websites are intended to be inactive textual references only.
 
 
 
 
6
ITEM 1A. 
Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. 
The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known 
to us or that we presently deem less significant may also impair our business operations. You should carefully consider the risks 
described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and the 
related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our 
other filings with the Securities and Exchange Commission, before deciding whether to invest in our common stock. If any of the 
following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and 
adversely affected.
Risks Related to Our Business and Industry 
We may not achieve our operational, strategic or financial goals.
We continue to pursue a number of financial, operational and strategic goals and we may be unsuccessful in achieving some or all 
of them. Our strategies are designed to, among other objectives, improve restaurant operations and increase our restaurant 
revenue, comparable restaurant sales, net income and adjusted EBITDA, as defined in management’s discussion and analysis. 
However, our strategies may not be successful in achieving these goals in part or at all. 
Our strategies include innovating our menu offerings, enhancing our menu structure and layout, improving operational 
effectiveness and strengthening our financial foundation, optimizing our catering offerings, refining our pricing strategies, better 
understanding and tailoring communications to customers through our customer data platform and digital ecosystem, introducing 
new technology and equipment, and continuing to focus on manager selection, training and development of our teams. However, 
customers may not favor new menu offerings and pricing or may not find initiatives aimed at off-premise dining appealing, and 
our efforts to increase our sales growth and improve our offerings may be unsuccessful. Additionally, our operational initiatives 
may be ineffective at reducing costs or may reduce the quality of the customer experience. Any failure of our new initiatives 
could materially adversely affect our business, financial condition, results of operations or cash flows.
Further, we have had, and expect to continue to have, initiatives in various stages of testing, evaluation and implementation, upon 
which we expect to rely to improve our results of operations and financial condition. Failure to achieve successful implementation 
of our initiatives, including our menu innovation rollout, could materially adversely affect our business, financial condition, 
results of operations or cash flows.
Our strategic and operational goals are designed to improve our results of operations, including restaurant revenue and 
profitability. The level of comparable restaurant sales, which represent the change in year-over-year sales for restaurants open for 
at least 18 full periods, affects our restaurant revenue growth and will continue to be a critical factor affecting profitability. Our 
ability to increase comparable restaurant sales depends in part on our ability to successfully implement our initiatives, including 
increasing guest traffic. It is possible that such initiatives will not be successful, that we will not achieve our desired comparable 
restaurant sales growth or that the change in comparable restaurant sales could be negative, which may cause a decrease in 
restaurant revenue and profitability that could materially adversely affect our business, financial condition, results of operations or 
cash flows. For example, in 2023 and 2024 we experienced a decline in same store sales, as well as an increased loss from 
operations.
Changes in economic conditions, including higher inflationary pressures and continued elevated interest rates, may reduce 
customer demand and increase our costs.
Our business, and the restaurant industry in general, depends on consumer discretionary spending. Changes in market conditions, 
including negative economic conditions resulting from inflation, increased interest rates, recessionary economic cycles, changes 
in trade policies, including tariffs or other trade restrictions or the threat of such actions, stock market volatility, war, terrorist 
activities, global economic occurrences or trends or other geo-political events, may result in decreased consumer confidence, 
increased cost of consumer credit and ultimately reduced consumer disposable income. In turn, consumers may make changes to 
their discretionary spending behavior in a way that negatively affects our business, including dining out less frequently, reducing 
the amount they spend while dining out, or choosing to eat at other lower priced restaurants. Additionally, these changes in market 
conditions may impact our development pipeline, including the availability of new sites, increased construction costs and 
availability of contract labor.
 
 
 
 
7

Changes in economic conditions, particularly with respect to inflationary pressures, may result in increased interest rates 
persisting for longer than expected and/or further increases in interest rates, labor shortages, and supply chain disruptions. These 
inflationary pressures may also increase our costs including our labor and raw material costs, utilities, and our cost of borrowing, 
and we may not be able to fully offset such higher costs through price increases. For example, in 2023 and 2024, we executed 
amendments to our credit agreement, which resulted in increased borrowing rates. In 2022, the cost of several of our food 
ingredients increased as a result of inflation in many commodities, particularly the cost of our chicken. As a result, we 
implemented a temporary chicken-price surcharge of $1.00 for several months while chicken was at its peak of the commodity 
cycle and made certain other menu price increases throughout 2022.
If customer demand were to decrease or our costs were to increase without a corresponding increase in our prices, our profitability 
would decline. Moreover, as a result of such economic conditions, we may record additional asset impairment charges, implement 
additional restaurant closures, or slow our planned growth. Any of these economic factors may materially adversely affect our 
business, financial condition, results of operations or cash flows.
Competition from other restaurant companies could adversely affect us.
We face competition from the casual dining, fast-casual and quick-service segments of the restaurant industry. These segments are 
highly competitive with respect to taste, price, food quality and presentation, service, location and the ambiance and condition of 
each restaurant, among other things. Our competition includes a variety of locally owned restaurants and national and regional 
chains who offer dine-in, carry-out and delivery services. Many of our competitors have existed longer and have a more 
established market presence with substantially greater financial, marketing, personnel and other resources than we have. Among 
our competitors are a number of multi-unit, multi-market fast-casual restaurant concepts, some of which are expanding nationally. 
We continually face competition from these concepts and new competitors that strive to compete with our market segments. For 
example, additional competitive pressures come from the deli sections and in-store cafés of grocery store chains, as well as from 
convenience stores and online meal preparation sites. These competitors may have, among other things, lower operating costs, 
food offerings more responsive to consumer preferences, better locations and facilities, more experienced management, more 
effective marketing and more efficient operations.
Several of our competitors compete by offering menu items that are specifically identified as low in carbohydrates, gluten-free, or 
rich in protein. In addition, many of our competitors emphasize lower-cost value options or meal packages, or strategies we do not 
currently pursue. Any of these competitive factors may materially adversely affect our business, financial condition, results of 
operations or cash flows.
Our marketing programs may not be successful.
We incur costs and expend other resources in our marketing efforts to attract and retain customers. These initiatives may not be 
successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, many of our competitors have 
more marketing resources and we may not be able to successfully compete. If our competitors increase spending on marketing, or 
if our marketing funds decrease for any reason, or if our advertising and promotions are less effective than those of our 
competitors, our financial performance could be materially affected.
Many of our competitors are devoting increased resources to their social media marketing programs. Social media can be 
challenging because it reaches a broad audience with an ability to respond or react, in near real time. In addition, social media can 
facilitate the improper disclosure of proprietary information, personally identifiable information, or inaccurate information. As a 
result, if we do not appropriately manage our social media strategies, our marketing efforts in this area may not be successful and 
could damage our reputation, negatively impacting our restaurant sales and financial performance. 
Negative publicity relating to one or more of our restaurants, including our franchised restaurants, could reduce sales at some 
or all of our other restaurants.
Our success is dependent in part upon our ability to maintain and enhance the value of our brand, consumers’ connection to our 
brand and positive relationships with our franchisees. We may be faced with negative publicity relating to food quality, restaurant 
facilities, customer complaints or litigation alleging illness or injury, health inspection scores, integrity of our or our suppliers’ 
food processing, employee relationships or other matters, regardless of whether the allegations are valid or whether we are held to 
be responsible. The negative impact of adverse publicity relating to one restaurant may extend far beyond the restaurant or 
 
 
 
 
8
franchise involved to affect some or all of our other restaurants. The risk of negative publicity is particularly great with respect to 
our franchised restaurants because we are limited in the manner in which we can regulate them, especially on a real-time basis. 
Negative publicity generated by such incidents may be amplified by the use of social media. A similar risk exists with respect to 
unrelated food service businesses, if consumers associate those businesses with our own operations or are concerned with the food 
safety of the broader restaurant industry.
Additionally, employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or 
wrongful termination may also create negative publicity that could materially adversely affect us and divert our financial and 
management resources that would otherwise be used to benefit the future performance of our operations. A significant increase in 
the number of these claims or an increase in the number or scope of successful claims could materially adversely affect our 
business, financial condition, results of operations or cash flows. Consumer demand for our products and our brand’s value could 
diminish significantly if any such incidents or other matters create negative publicity or otherwise erode consumer confidence in 
us or our products, or in the restaurant industry as a whole, which would likely result in lower sales and could materially 
adversely affect our business, financial condition, results of operations or cash flows.
Food safety and foodborne illness concerns could have an adverse effect on our business.
We cannot guarantee that our internal controls and training will be fully effective in preventing all food safety issues at our 
restaurants, including any occurrences of foodborne illnesses such as E. coli, Hepatitis A, listeria, norovirus and salmonella. The 
risk of illnesses associated with our food might also increase in connection with the expansion of our catering and delivery 
businesses or other situations in which our food is served or delivered in conditions that we cannot control. Furthermore, we and 
our franchisees rely on third-party vendors throughout our supply chain, making it difficult to monitor food safety compliance and 
increasing the risk that foodborne illness would affect multiple locations rather than a single restaurant. Some foodborne illness 
incidents could be caused by third-party vendors and transporters outside of our control. New illnesses resistant to our current 
precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or 
allegations on a retroactive basis. One or more instances of foodborne illness in any of our restaurants or markets or related to 
food products we sell could negatively affect our restaurant sales nationwide if highly publicized on national media outlets or 
through social media. This risk exists even if it were later determined that the illness was wrongly attributed to us or one of our 
restaurants.
A number of other restaurant chains have experienced incidents related to foodborne illnesses that have had a material adverse 
effect on their operations, including E. coli, listeria and norovirus outbreaks at other fast-casual concepts. These incidents at other 
restaurants could cause some customers to have a negative perception of fast-casual concepts generally, which can negatively 
affect our restaurants. The occurrence of a similar incident at one or more of our restaurants, or negative publicity or public 
speculation about an incident, could materially adversely affect our business, financial condition, results of operations or cash 
flows. 
We may raise menu prices or revise our pricing structure, which may not be sufficient to offset rising costs or which could
decrease customer demand.
We have historically, and expect to continue to, utilize menu price increases to help offset cost increases, including increased cost 
for food ingredients and supplies, wages, employee benefits, insurance costs, construction, utilities and other key operating costs. 
If our selection and amount of menu price increases are not accepted by consumers and reduce guest traffic, or are insufficient to 
counter increased costs, our financial results could be negatively affected. For example in 2023, primarily in response to 
inflationary food, labor and operating costs, we made certain menu price increases, which we believe negatively affected our 
traffic.
Unexpected events have impacted and may in the future impact our business, financial condition and results of operations.
The occurrence of one or more unexpected events, including war, acts of terrorism, pandemics, civil unrest, natural disasters and 
other forms of severe weather in the United States or in other locations in which our suppliers are located, have affected and could 
in the future affect our operations and financial performance. It is possible that weather conditions may impact our business more 
than other businesses in our industry because of the significant concentration of our restaurants in the Upper Midwest, Rocky 
Mountain and Mid-Atlantic states. Such events could affect our guest traffic, sales and operating costs and/or cause complete or 
partial closure of one or more distribution centers, cause temporary or long-term disruption or inoperability of our information 
technology systems (including our digital platform), temporary or long-term disruptions in our delivery channel or the supply of 
 
 
 
 
9

products from suppliers, and disruption and delay in the transport of products, any of which may have a material adverse effect on 
our business, financial condition, and results of operations. Existing insurance coverage may not provide protection from all the 
costs that may arise from such events.
We are subject to risks associated with long-term non-cancellable leases and the costs of exiting leases at restaurants we have 
closed or may close in the future may be greater than we estimate or could be greater than the funds we raise to address 
closure costs.
We do not own any real property. Payments under our operating leases account for a significant portion of our operating expenses 
and we expect the new restaurants we open in the future will similarly be leased. Our leases generally have an initial term of ten 
years and generally can be extended only in five-year increments (at increased rates). All of our leases require a fixed annual rent, 
although some require the payment of additional rent if restaurant sales exceed a negotiated amount. Generally, our leases are 
“net” leases, which require us to pay all of the cost of insurance, taxes, maintenance and utilities. We generally cannot cancel 
these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. In connection with 
closing restaurants, we may nonetheless be committed to perform our obligations under the applicable lease including, among 
other things, paying the base rent for the balance of the lease term. In 2024, we performed a detailed portfolio review that 
identified approximately 20 restaurants that we evaluated for potential closure before the end of their lease terms. In addition, as 
each of our leases expires, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause 
us to pay increased occupancy costs or to close restaurants in desirable locations. 
Opening and operating new restaurants entails numerous risks and uncertainties.
One element of our operational strategy is the opening of new restaurants and operating those restaurants on a profitable basis 
with an acceptable return on investment. In 2024, we opened ten company-owned restaurants and closed thirteen company-owned 
restaurants. In 2024, our franchisees opened three restaurants and closed seven restaurants. 
Opening new restaurants presents numerous risks and uncertainties. We may not successfully identify an appropriate location or 
be able to open new restaurants as quickly as planned. In the past, we have experienced delays in opening some restaurants due to 
adverse weather and permitting delays. Delays or failures in opening new restaurants could occur in the future and could 
materially adversely affect our business strategy and our expected results.
Our ability to successfully open new restaurants also depends on other factors, including: site selection; local economic trends and 
demographics; proximity of potential development sites to an existing location; anticipated development near our new restaurants; 
negotiating leases with acceptable terms; identifying, hiring and training qualified employees; the state of the labor market in each 
local market; timely delivery of leased premises to use; managing construction and development costs; avoiding the impact of 
inclement weather, natural disasters and other calamities; obtaining construction materials and labor at acceptable costs; securing 
required governmental approvals, permits and licenses; generating sufficient returns on our new restaurant investments; and 
accessing capital. Our new restaurant growth will decrease in 2025 due to lower than expected rates of return on investment for 
our recently opened restaurants as well as increased construction and development costs. As a result, we have reduced our new 
restaurant development pipeline for 2025. We continue to enhance our operating model and are researching a new prototype that 
would address costs, as well as changing consumer behaviors. 
Our long-term success is partially dependent on our ability to effectively identify appropriate target markets and secure 
appropriate sites for new restaurants. 
In order to build new restaurants, we must first identify target markets where we can expand our footprint, taking into account 
numerous factors, including the location of our current restaurants, local economic trends, population density, area demographics 
and geography. The selection of target markets for expansion is challenging. We also must locate and secure appropriate sites for 
new restaurants, which is one of our biggest challenges. There are numerous factors involved in identifying and securing an 
appropriate site, including, among others: identification and availability of locations; competition; financial conditions affecting 
developers and potential landlords; developers and potential landlords obtaining licenses or permits for development projects on a 
timely basis; proximity of potential development sites to an existing location; anticipated development near our new restaurants; 
and availability of acceptable lease arrangements. If we are unable to fully implement our development plan, our business, 
financial condition, results of operations or cash flows could be materially adversely affected.
 
 
 
 
10
New restaurants, once opened, may not be profitable. 
New restaurants may not be profitable, their sales performance may not follow historical patterns, or our average restaurant sales 
and comparable restaurant sales may underperform our expectations. In addition, the construction costs supporting the new 
restaurant openings may be higher than historical averages, placing a higher profitability threshold to generate an attractive cash-
on-cash return. Our ability to operate new restaurants profitably, maintain an attractive cash-on-cash return, and increase average 
restaurant sales and comparable restaurant sales will depend on many factors, some of which are beyond our control, including: 
consumer awareness, understanding and support of our brand; general economic conditions, construction cost inflation, local 
labor costs and availability and prices we pay for the food products and other supplies we use; changes in consumer preferences; 
competition; temporary and permanent site characteristics of new restaurants; and changes in government regulation. 
If our new restaurants do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable 
to achieve our expected average restaurant sales, our business, financial condition, results of operations or cash flows could be 
materially adversely affected. The return on investment on our recent new restaurant openings have not been as expected. As a 
result, we have reduced our new restaurant development pipeline for 2025.
Opening new restaurants in existing markets may negatively affect sales at our existing restaurants. 
The consumer target area of our restaurants varies by location, depending on a number of factors, including population density, 
other local retail and business attractions, area demographics and geography. As a result, opening a new restaurant in or near 
markets in which we already have restaurants could materially adversely affect the sales of these existing restaurants. Existing 
restaurants could also make it more difficult to build our consumer base for a new restaurant in the same market. Our core 
business strategy does not entail opening new restaurants that we believe will materially affect sales at our existing restaurants, 
but we may selectively open new restaurants in and around areas of existing restaurants that are operating at or near capacity to 
effectively serve our customers. Sales cannibalization between our restaurants may become significant in the future as we 
continue to expand our operations and could affect our sales growth, which could, in turn, materially adversely affect our 
business, financial condition, results of operations or cash flows.
Risks Related to Our Employees, Executives and Franchisees
Our business could be adversely affected by difficulties in hiring and retaining top-performing employees.
Our success depends on the efforts of our employees and our ability to hire, motivate and retain qualified employees. We have 
taken strategic steps to improve the retention of our labor force, which has improved sequentially since peak levels in mid-2022 
and turnover levels are now at lower levels and wage inflation is moderating. There may be a small supply of qualified individuals 
in some of the communities in which we operate, and competition in these communities for qualified individuals could require us 
to pay higher wages and provide greater benefits. We devote significant resources to training our employees and strive to reduce 
turnover in order to keep top performing employees and better realize our investment in training new employees. However, 
turnover among our restaurant employees may increase. Failure to hire and retain top-performing employees could impact our 
financial performance by increasing our training and labor costs and reducing the quality of our customers’ experiences.
A failure to recruit, develop and retain effective leaders or the loss or shortage of personnel with key capacities and skills could 
impact our strategic growth plans and jeopardize our ability to meet our business performance expectations and growth 
targets.
Our ability to continue to grow our business depends substantially on the contributions and abilities of our executive leadership 
team and other key management personnel. Changes in senior management could expose us to significant changes in strategic 
direction and initiatives. In 2023, we hired a new Chief Financial Officer and appointed an interim Chief Executive Officer, 
ultimately naming him our permanent Chief Executive Officer in 2024. We also appointed our new Chief Concept Officer and an 
Executive Vice President of Marketing in 2024 and recently announced the appointment of our new President and Chief 
Operating Officer in February 2025. A failure to maintain appropriate organizational capacity and capability to support our 
strategic initiatives or to build adequate bench strength with key skill sets required for seamless succession of leadership, could 
jeopardize our ability to meet our business performance expectations and growth targets. If we are unable to attract, develop, 
retain and incentivize sufficiently experienced and capable management personnel, our business and financial results may suffer. 
 
 
 
 
11

If we or our franchisees face labor shortages or increased labor costs, our operating results could be adversely affected.
Labor is a primary component in the cost of operating our restaurants and our success depends in part upon our and our 
franchisees’ ability to control labor costs and attract, motivate and retain a sufficient number of well-qualified restaurant operators 
and management personnel, as well as a sufficient number of other qualified employees. Qualified individuals needed to fill these 
positions has been and may continue to be in short supply in some geographic areas. In addition, restaurants have traditionally 
experienced relatively high employee turnover rates relative to other industries. If we encounter labor shortages, we have and may 
continue to be forced to temporarily close restaurants or reduce store hours, which could result in reduced revenue. In addition, 
failure to recruit and retain qualified individuals has and may continue to delay the planned openings of new restaurants. If labor 
costs increase, whether because of increased competition for employees, higher employee turnover rates, increases in the federal, 
state or local minimum wage or other employee benefits costs (including costs associated with workers’ compensation and health 
insurance coverage), our operating expenses could increase. 
We have taken strategic steps to attempt to make our restaurant operations more labor-efficient, including reconfigured restaurant 
operations, increased off-premise offerings, and new technology and equipment, but in certain instances these may require initial 
investment costs and there can be no assurances that these strategies will succeed. 
We may not be successful in executing our franchise strategy.
We rely in part on our franchisees and the manner in which they operate their locations to develop and promote our business. 
Although we have developed criteria to evaluate and screen prospective franchisees, we cannot be certain that our franchisees will 
have the business acumen or financial resources necessary to operate successful franchises in their franchise areas and state 
franchise laws may limit our ability to terminate or modify these franchise arrangements. Moreover, despite our training, support 
and monitoring, franchisees may not successfully operate restaurants in a manner consistent with our standards and requirements 
or may not hire and train qualified managers and other restaurant personnel. The failure of our franchisees to operate their 
franchises successfully could have a material adverse effect on us, our reputation, our brand and our ability to attract prospective 
franchisees and could materially adversely affect our business, financial condition, results of operations or cash flows. Failure to 
provide our franchisees with adequate support and resources could also materially adversely affect these franchisees, as well as 
cause disputes between us and them and potentially lead to material liabilities. 
Franchisees may not have access to the financial or management resources that they need to open the restaurants contemplated by 
their agreements with us or be able to find suitable sites on which to develop them, or they may elect to cease development for 
other reasons, including as a consequence of elevated interest rates and construction cost inflation. Franchisees may not be able to 
negotiate an acceptable lease or purchase terms for the sites, obtain the necessary permits and government approvals or meet 
construction schedules. Any of these problems could reduce our franchise revenues. When we sell restaurants to franchisees, we 
frequently remain liable on the related restaurant facility leases. If franchise owners default on leases that the Company remains 
liable on, it could result in material liabilities and negatively impact our results from operations and cash flows.
Risks Related to Our Supply Chain and Technology
We rely heavily on information technology, and any material failure, weakness, interruption or breach of security could 
prevent us from effectively operating our business.
We rely heavily on information systems, including point-of-sale processing in our restaurants, for management of our supply 
chain, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. We also 
rely on third-party vendors to provide information technology systems and to securely process and store related information, 
especially as it relates to credit and debit card transactions and online ordering. Our franchisees also rely on information systems 
and third-party vendors. Our ability to efficiently and effectively manage our business depends significantly on the reliability and 
capacity of these systems. Our operations depend upon our and our franchisees’, and our vendors’, ability to protect computer 
equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic 
events, as well as from internal and external security breaches, viruses and other disruptive problems. Avoiding such incidents in 
the future will require us and our franchisees and vendors to continue to enhance information systems, procedures and controls 
and to hire, train and retain employees. The failure of these systems to operate effectively, maintenance problems, upgrading or 
transitioning to new platforms, or a breach in security of these systems could result in delays in customer service and reduce 
efficiency in our operations. Remediation of such problems could result in significant, unplanned capital investments and harm 
our business, financial condition, results of operations or cash flows.
 
 
 
 
12
We may be harmed by breaches of security of information technology systems or our confidential consumer, employee, 
financial, or other proprietary data.
We are part of an industry that is vulnerable to cyber attacks and other cybersecurity incidents. In response, we have implemented 
cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage cybersecurity risks. Our 
enterprise risk management framework considers cybersecurity risk alongside other company risks as part of our overall risk 
assessment process. Our enterprise risk management team includes information technology and digital security functions to gather 
insights for assessing, identifying and managing cybersecurity threat risks, their severity, and potential mitigations. The rapid 
evolution and increased adoption of artificial intelligence technologies may intensify our risks.
We assess Noodles & Company’s cybersecurity program using several frameworks including the cybersecurity framework from 
the National Institute of Standards and Technology (NIST-CSF). This program includes policies, processes and procedures that 
help assess and identify our cybersecurity risks and inform how security measures and controls are developed, implemented and 
maintained. The risk assessment along with risk-based analysis and judgment are used to prioritize our cybersecurity initiatives. 
During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company 
and others if a risk materializes, feasibility and cost of controls and impact of controls on operations. 
We maintain internal resources to perform penetration testing designed to simulate evolving tactics and techniques of real-world 
threat actors, engage with industry partners and law enforcement and intelligence communities and conduct tabletop exercises and 
periodic risk interviews across our business. We also engage several independent third parties to perform internal and external 
penetration testing of our technology environment periodically and engage other third-parties to periodically conduct assessments 
of our cybersecurity processes and capabilities. In addition, we continue to expand training and awareness practices to mitigate 
risk from human error, including mandatory computer-based training and internal communications for employees. Our employees 
undergo cybersecurity awareness training and regular phishing awareness campaigns that are based upon and designed to emulate 
real-world contemporary threats. We provide prompt feedback (and, if necessary, additional training or remedial action) based on 
the results of such exercises.
We use many information technology systems throughout our operations, including systems that record and process customer 
sales, manage human resources and generate accounting and financial reports. For example, our restaurants use computerized 
management information systems, including point-of-sale computers that process customer credit card, debit card and gift card 
payments, and in-restaurant back office computer systems designed to assist in the management of our restaurants and provide 
labor and food cost management tools. Our franchisees use similar point of sale systems and are required to report business and 
operational data through an online reporting network. Through these systems, we have access to and store a variety of consumer, 
employee, financial and other types of information related to our business. We also rely on third-party vendors to provide 
information technology systems and to securely process and store related information. Our franchisees also use information 
technology systems and rely on third-party vendors. If our technology systems, or those of third-party vendors we or our 
franchisees rely upon, are compromised as a result of a cyber-attack (including from circumvention of security systems, denial-of-
service attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, or social engineering) or other external or 
internal methods, it could materially adversely affect our reputation, business, financial condition, results of operations or cash 
flows.
The cyber risks we face range from cyber-attacks common to most industries to attacks that target us due to the confidential 
consumer information we obtain through our electronic processing of credit and debit card transactions. Like others in our 
industry, we have experienced many attempts to compromise our information technology and data, including a successful attempt 
in 2016 that we have discussed in previous filings, and we may experience more attempts in the future. In addition to property and 
casualty insurance, which may cover restoration of data, certain physical damage or third-party injuries, we have cybersecurity 
insurance related to a breach event. However, damage and claims arising from such incidents may not be covered or may exceed 
the amount of any available insurance.
Because cyber-attacks take many forms, change frequently, are becoming increasingly sophisticated, and may be difficult to 
detect for significant periods of time, we may not be able to respond adequately or timely to future cyber-attacks. If we or our 
franchisees, or third-party vendors, were to experience a material breach resulting in the unauthorized access, use, or destruction 
of our information technology systems or confidential consumer, employee, financial, or other proprietary data, it could 
negatively impact our reputation, reduce our ability to attract and retain customers and employees and disrupt the implementation 
and execution of our strategic goals. Moreover, such breaches could result in a violation of various privacy-related laws, including 
the various state specific privacy laws and subject us to investigations or private litigation, which, in turn, could expose us to civil 
 
 
 
 
13

or criminal liability, fines and penalties imposed by state and federal regulators, claims for purportedly fraudulent transactions 
arising out of the actual or alleged theft of credit or debit card information, compromised security and information systems, failure 
of our employees to comply with applicable laws, the unauthorized acquisition or use of such information by third parties, or 
other similar claims, and various costs associated with such matters.
We rely heavily on certain vendors, suppliers and distributors, which could adversely affect our business.
Our ability to maintain consistent price, quality and safety throughout our restaurants depends in part upon our ability to acquire 
specified food products and supplies in sufficient quantities from third-party vendors, suppliers and distributors at a reasonable 
cost. We do not control the businesses of our vendors, suppliers and distributors and our efforts to specify and monitor the 
standards under which they perform may not be successful. Furthermore, certain food items are perishable, and we have limited 
control over whether these items will be delivered to us in appropriate condition for use in our restaurants. If any of our 
distributors or suppliers perform inadequately, or our distribution or supply relationships are disrupted for any reason, our 
business, financial condition, results of operations or cash flows could be materially adversely affected. If we cannot replace or 
engage distributors or suppliers who meet our specifications in a short period of time, including any suppliers who are a sole 
source of supply of a particular ingredient, that could increase our expenses and cause shortages of food and other items at our 
restaurants, which could cause a restaurant to remove items from its menu. If that were to happen, affected restaurants could 
experience significant reductions in sales during the shortage or thereafter, especially if customers change their dining habits as a 
result. Our focus on a limited menu would make the consequences of a shortage of a key ingredient more severe. In addition, 
because we provide moderately priced food, we may choose not to, or may be unable to, pass along commodity price increases to 
consumers. These potential changes in food and supply costs could materially adversely affect our business, financial condition, 
results of operations or cash flows.
In addition, we use various third-party vendors to provide, support and maintain most of our management information systems. 
We also outsource certain accounting, payroll and human resource functions to business process service providers. The failure of 
such vendors to fulfill their obligations could disrupt our operations. Any changes we may make to the services we obtain from 
our vendors, or new vendors we employ, may disrupt our operations. These disruptions could materially adversely affect our 
business, financial condition, results of operations or cash flows. For example, during 2023 our point of sale provider and food 
ordering vendors experienced temporary system outages. Future outages could lead to greater disruption to our operations.
We also partner with various third-party vendors to deliver our food. If any of our delivery vendors perform inadequately, or our 
delivery relationships are disrupted for any reason, our business, financial condition, results of operations or cash flows could be 
materially adversely affected.
Our ability to continue to expand our digital business, delivery orders, and catering is uncertain, and these business lines are 
subject to risks.
We rely on third-party providers to fulfill delivery orders, and the ordering and payment platforms used by these third parties, or 
our mobile app or online ordering system, could be damaged or interrupted by technological failures, user errors, cyber-attacks or 
other factors, which may materially adversely impact our sales through these channels and could negatively impact our brand. 
Additionally, our delivery partners are responsible for order fulfillment and may make errors or fail to make timely deliveries, 
leading to customer disappointment that may negatively impact our brand. We also incur additional costs associated with using 
third-party service providers to fulfill these digital orders and the costs of delivery may have a material adverse impact on 
restaurant level margins.  Additionally, several jurisdictions have implemented minimum wages for delivery drivers, and other 
jurisdictions are considering similar wage regulations, which could increase delivery fees and decrease our digital sales. Our 
competitive position within the third-party platforms can impact our sales. Moreover, the third-party restaurant delivery business 
is intensely competitive, with a number of players competing for market share, online traffic, capital, and delivery drivers and 
other people resources.  The third-party delivery services with which we work may struggle to compete effectively, and if they 
were to cease or curtail operations, or fail to provide timely delivery services in a cost-effective manner, or if they give greater 
priority on their platforms to our competitors, our delivery business may be negatively impacted. Delivery and catering offerings 
also increase the risk of illnesses associated with our food because the food is transported and/or served by third parties in 
conditions we cannot control.
 
 
 
 
14
Changes in food and supply costs could adversely affect our results of operations.
Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs. Shortages or 
interruptions in the availability of certain supplies caused by seasonal fluctuations, unanticipated demand, problems in production 
or distribution, food contamination, product recalls, government regulations, inclement weather or other conditions could 
materially adversely affect the availability, quality and cost of our ingredients, which could harm our operations. Weather related 
issues, such as freezes, heavy rains or drought, may also lead to temporary spikes in the prices of some ingredients such as 
produce or meats. Increasing weather volatility or other long-term changes in global weather patterns, including any changes 
associated with global climate change, could have a significant impact on the price, availability and timing of delivery of some of 
our ingredients. In addition, at certain times of the year a substantial volume of our produce items is imported from Mexico and 
other countries. The United States has recently implemented or threatened certain changes in trade policies, including tariffs. Any 
new or increased import duties, tariffs or taxes, or other changes in U.S. trade or tax policy, could result in higher food and supply 
costs. Any increase in the prices of the food products most critical to our menu, such as pasta, beef, chicken, wheat flour, cheese 
and other dairy products, tofu and vegetables, could materially adversely affect our operating results, especially if we are unable 
to increase our menu prices in order to pass these increased costs on to consumers.
In 2022, the cost of several of our food ingredients increased as a result of inflation in many commodities, particularly chicken. 
As a result, specifically for our chicken purchases, we entered into temporary formula pricing contracts with our vendors and were 
susceptible to fluctuations in the commodities markets. While we saw material market improvement in chicken and other food 
ingredients in 2023 and 2024, if food inflation in the chicken market or any other food ingredient were to persist, our financial 
condition and business operations could be severely impacted. We have, and expect to continue to, enter into fixed-based pricing 
agreements for certain food ingredients to reduce our exposure to cost increases, but there can be no guarantee that we will be able 
to do so on favorable terms or at all.
Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could have an 
adverse effect on our business.
There has been a widespread and dramatic increase in the use of social media platforms that allow users to access a broad 
audience of consumers and other interested persons.  The availability of information on social media can be virtually immediate, 
as can its impact, and users of many social media platforms can post information without filters or checks on the accuracy of the 
content posted.  Adverse information concerning our restaurants or brand, including user reviews, whether accurate or inaccurate, 
may be posted on such platforms at any time and can quickly reach a wide audience.  The resulting harm to our reputation may be 
immediate, without affording us an opportunity to correct or otherwise respond to the information, and it is challenging to monitor 
and anticipate developments on social media in order to respond in an effective and timely manner.
In addition, although search engine marketing, social media and other new technological platforms offer great opportunities to 
increase awareness of and engagement with our restaurants and brand, our failure to use social media effectively in our marketing 
efforts may further expose us to the risks associated with the accelerated impact of social media. Many of our competitors are 
expanding their use of social media and the social media landscape is rapidly evolving, potentially making more traditional social 
media platforms obsolete. As a result, we need to continuously innovate and develop our social media strategies in order to 
maintain broad appeal with guests and brand relevance, and we may not do so effectively.  A variety of additional risks associated 
with our use of social media include the possibility of improper disclosure of proprietary information, exposure of personally 
identifiable information of our employees or guests, fraud, or the publication of out-of-date information, any of which may result 
in material liabilities or reputational damage. Furthermore, any inappropriate use of social media platforms by our employees 
could also result in negative publicity that could materially damage our reputation or lead to litigation that materially increases our 
costs.
 
 
 
 
15

Legal, Accounting, and Regulatory Risks
Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current 
estimates at certain restaurant locations may cause us to incur impairment charges on certain long-lived assets, which may 
materially adversely affect our results of operations. 
In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates and 
projections with regard to individual restaurant operations, as well as our overall performance, in connection with our impairment 
analyses for long-lived assets. When impairment triggers are deemed to exist for any location, the estimated undiscounted future 
cash flows are compared to its carrying value. If the carrying value exceeds the undiscounted cash flows, an impairment charge 
equal to the difference between the carrying value and the fair value is recorded. The projections of future cash flows used in 
these analyses require the use of judgment and a number of estimates and projections of future operating results. If actual results 
differ from our estimates, additional charges for asset impairments may be required in the future. Over the past several years we 
have recognized significant impairment charges and if future impairment charges continue to be significant, this could have a 
material adverse effect on our business or results of operations. 
Failure of our internal control over financial reporting could adversely affect our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal 
control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for 
external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we 
would prevent or detect a material misstatement of our financial statements or fraud. Any failure to maintain an effective system 
of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect 
and prevent fraud. The identification of a material weakness could indicate a lack of controls adequate to generate accurate 
financial statements that, in turn, could cause a loss of investor confidence and decline in the market price of our common stock. 
We may not be able to timely remediate any material weaknesses that may be identified in future periods or maintain all of the 
controls necessary for continued compliance. Likewise, we cannot assure you that we will be able to retain sufficient skilled 
finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded 
companies.
Governmental regulation may adversely affect our business, financial condition, results of operations or cash flows.
We are subject to various federal, state and local regulations, including those relating to building and zoning requirements and 
those relating to the preparation and sale of food. Our restaurants are also subject to state and local licensing and regulation by 
health, sanitation, food and occupational safety and other agencies. We may experience material difficulties or failures in 
obtaining the necessary licenses, approvals or permits for our restaurants, which could delay planned restaurant openings or affect 
the operations at our existing restaurants. In addition, stringent and varied requirements of local regulators with respect to zoning, 
land use and environmental factors could delay or prevent development of new restaurants in particular locations. Moreover, the 
current uncertainty surrounding government regulations and policies could lead to disruptions in our business.
We are subject to the Americans with Disabilities Act and similar state laws that give civil rights protections to individuals with 
disabilities in the context of employment, public accommodations and other areas, including our restaurants. We may in the future 
have to modify restaurants, for example, by adding access ramps or redesigning certain architectural fixtures, to provide service to 
or make reasonable accommodations for disabled persons. The expenses associated with these modifications could be material.
Our operations are also subject to the U.S. Occupational Safety and Health Act, which governs worker health and safety, the U.S. 
Fair Labor Standards Act, which governs such matters as minimum wages and overtime and a variety of similar federal, state and 
local laws that govern these and other employment law matters. Changes in these laws or implementation of new proposals for 
similar matters could materially adversely affect our business, financial condition, results of operations or cash flows.
Our franchising activities are subject to federal rules and regulations administered by the U.S. Federal Trade Commission and 
laws enacted by a number of states. In particular, we are subject to federal and state laws regulating the offer and sale of 
franchises, as well as judicial and administrative interpretations of such laws. Such laws impose registration and disclosure 
requirements on franchisors in the offer and sale of franchises and may also apply substantive standards to the relationship 
between franchisor and franchisee, including limitations on the ability of franchisors to terminate franchises and alter franchise 
 
 
 
 
16
arrangements. Failure to comply with new or existing franchise laws, rules, and regulations in any jurisdiction or to obtain 
required government approvals could negatively affect our ability to grow or expand our franchise business and sell franchises.
Our business involves the collection, transmission and retention of large volumes of customer and employee data (among others), 
including credit and debit card numbers and other personally identifiable information. The collection and use of such information 
is regulated at the federal and state levels, as well as internationally. Regulatory requirements, both domestic and abroad, have 
been changing with increasing regulation relating to the privacy, security and protection of data. Such regulatory requirements 
may become more prevalent in other states and jurisdictions as well. Monitoring and complying with these laws requires 
substantial resources and there is no assurance that our compliance efforts will be successful in preventing breaches or data loss. 
Failure to comply with these laws, whether through fault of our own information systems or those of third parties, could not only 
cause us to fail to comply with these laws and regulations, but also could cause us to face litigation and penalties that could 
adversely affect our business, financial condition and results of operations.
Changes in employment laws may adversely affect our business.
Various federal and state labor laws govern the relationship with our employees and affect labor and operating costs. These laws 
include employee classification as exempt/non-exempt for overtime and other purposes, minimum wage requirements, 
unemployment tax rates, workers’ compensation rates, mandatory health benefits, immigration status and other wage and benefit 
requirements. Some jurisdictions, including some of those in which we operate, have recently increased their minimum wage by a 
significant amount, and other jurisdictions are considering similar actions, which has and may continue increase our labor costs. 
Several jurisdictions have implemented fair workweek or “secure scheduling” legislation, which impose complex requirements 
related to scheduling for certain restaurant and retail employees, and additional jurisdictions are considering similar legislation. 
Several jurisdictions have also implemented sick pay and paid time off legislation, which requires employers to provide paid time 
off to employees, and “just cause” termination legislation, which restricts companies’ ability to terminate employees or reduce 
employees’ hours unless they can prove “just cause” or a “bona fide economic reason” for the termination or reduction in hours. 
All of these regulations impose additional obligations on us and our failure to comply with any of these regulations could subject 
us to penalties and other legal liabilities. Significant additional government-imposed increases in the following areas could 
materially affect our business, financial condition, operating results or cash flow: overtime rules; mandatory health benefits; 
vacation accruals; paid leaves of absence, including paid sick leave; and tax reporting.
Immigration laws have recently been an area of considerable focus by the Department of Homeland Security, with enforcement 
operations taking place across the country, resulting in arrests, detentions and deportation of unauthorized workers. Some of these 
changes and enforcement programs may increase our obligations for compliance and oversight, which could subject us to 
additional costs and make our hiring process more cumbersome or reduce the availability of potential employees. Although we 
require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our 
employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may 
subject us to fines or penalties, and if any of our workers are found to be unauthorized we could experience adverse publicity that 
negatively impacts our brand and may make it more difficult to hire and keep qualified employees. Termination of a significant 
number of employees who were unauthorized employees may disrupt our operations, cause temporary increases in our labor costs 
as we train new employees and result in additional adverse publicity. We could also become subject to fines, penalties and other 
costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration 
compliance laws. These factors could materially adversely affect our business, financial condition, results of operations or cash 
flows.
New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption 
habits that could adversely affect our results of operations.
Regulations and consumer eating habits may change as a result of new information or attitudes regarding diet, health and safety. 
Such changes may include federal, state and local regulations and recommendations from medical and diet professionals 
pertaining to the ingredients and nutritional content of the food and beverages we offer. The success of our restaurant operations is 
dependent, in part, upon our ability to effectively respond to changes in any consumer health regulations and our ability to adapt 
our menu offerings to trends in food consumption. If consumer health regulations or consumer eating habits change significantly, 
we may choose or be required to modify or remove certain menu items, which may cause us to incur costs to implement those 
changes and may materially adversely affect the appeal of our menu to new or returning customers. To the extent we are 
unwilling or unable to respond with appropriate changes to our menu offerings, it could materially affect consumer demand and 
could have a material adverse impact on our business, financial condition, results of operations or cash flows.
 
 
 
 
17

Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet, 
medications and health or new information regarding the adverse health effects of consuming certain menu offerings. As 
discussed in Part I, “Business-Governmental Regulation and Environmental Matters” of this 10-K, these changes have resulted in, 
and may continue to result in, laws and regulations requiring us to disclose the nutritional content of our food offerings, and they 
have resulted, and may continue to result in, laws and regulations affecting permissible ingredients and menu offerings. 
Inconsistencies among state laws with respect to presentation of nutritional content could be challenging for us to comply with in 
an efficient manner. The Patient Protection and Affordable Care Act also requires covered restaurants to provide to consumers, 
upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on 
menus and menu boards about the availability of this information upon request. An unfavorable report on, or reaction to, our 
menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for 
our offerings.
Compliance with current and future laws and regulations regarding the ingredients and nutritional content of our menu items may 
be costly and time-consuming. The risks and costs associated with nutritional disclosures on our menus could also impact our 
operations, particularly given differences among applicable legal requirements and practices within the restaurant industry with 
respect to testing and disclosure, ordinary variations in food preparation among our own restaurants and the need to rely on the 
accuracy and completeness of nutritional information obtained from third-party suppliers.
We may not be able to effectively respond to changes in consumer health and safety perceptions or to successfully implement the 
nutrient content disclosure requirements and adapt our menu offerings to trends in eating habits. The imposition of additional 
menu labeling laws could materially adversely affect our business, financial condition, results of operations or cash flows, as well 
as our position within the restaurant industry in general.
We may not be able to adequately protect our intellectual property, which could harm the value of our brand and could 
adversely affect our business.
Our intellectual property is material to the conduct of our business and our marketing efforts. Our ability to implement our 
business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, 
trade dress and other proprietary intellectual property, including our name and logos and the unique ambiance of our restaurants. 
While it is our policy to protect and defend vigorously our rights to our intellectual property, we cannot predict whether steps 
taken by us to protect our intellectual property rights will be adequate to prevent misappropriation of these rights or the use by 
others of restaurant features based upon, or otherwise similar to, our concept. It may be difficult for us to prevent others from 
copying elements of our concept and any litigation to enforce our rights will likely be costly and may not be successful. Although 
we believe that we have sufficient rights to all of our trademarks and service marks, we may face claims of infringement that 
could interfere with our ability to market our restaurants and promote our brand. Any such litigation may be costly and divert 
resources from our business. Moreover, if we are unable to successfully defend against such claims, we may be prevented from 
using our trademarks or service marks in the future, may be liable for damages and may have to change our marketing efforts, 
which in turn could materially adversely affect our business, financial condition, results of operations or cash flows.
We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting 
us to material money damages and other remedies.
Our customers occasionally file complaints or lawsuits against us alleging we caused an illness or injury they suffered at or after a 
visit to our restaurants, or that we have problems with food quality or operations. These kinds of complaints or lawsuits may be 
more common in a period in which the public is focused on health safety issues, or may attract more attention due to publication 
on various social media outlets. We are also subject to a variety of other claims arising in the ordinary course of our business, 
including personal injury claims, contract claims and claims alleging violations of federal and state law regarding workplace and 
employment matters, equal opportunity, discrimination and similar matters and we could become subject to class action or other 
lawsuits related to these or different matters in the future. In addition, the restaurant industry has from time to time been subject to 
claims based on the nutritional content of food products sold and disclosure and advertising practices. We may also become 
subject to various employee and workplace litigation, including claims related to discrimination, harassment, workplace safety, 
medical and family leave, and wage-and-hour issues.
Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to 
defend and may divert time and money away from our operations and hurt our performance. A judgment in excess of our 
 
 
 
 
18
insurance coverage for any claims could materially adversely affect our financial condition or results of operations. Any adverse 
publicity resulting from these allegations, even if proven to be false, may also materially adversely affect our reputation or 
prospects, which in turn could materially adversely affect our business, financial condition, results of operations or cash flows. 
Increasing attention to and evolving expectations for corporate responsibility matters may increase our costs, harm our 
reputation, or otherwise adversely affect our business. 
Our reputation could be harmed if we fail, or are perceived to fail, to comply with various regulatory requirements or if we are 
unable to meet stakeholder expectations in a number of areas such as health, safety and security; sustainability; environmental 
stewardship; climate change; human rights; and corporate governance. We manage a broad range of corporate responsibility 
matters, taking into consideration their expected effect on the sustainability of our business over time, and the potential effect of 
our business on society and the environment. Such efforts can be costly and complex, and we may not ultimately accomplish our 
desired objectives, either as intended or at all. In addition, both guest, and shareholder and other stakeholder expectations 
regarding such matters are evolving, and navigating these issues will require us to successfully manage differing views on these 
matters. Adverse incidents or failure to comply or meet expectations with respect to our corporate responsibility efforts could 
negatively affect our reputation, the cost of our operations, and relationships with guests and shareholder and other stakeholders, 
all of which could adversely affect our business, results of operations, and the price of our stock. 
Risks Related to Our Common Stock and Debt Financing
We may fail to qualify for continued listing on the Nasdaq Global Select Market, which could make it more difficult for our 
stockholders to sell their shares and reduce our ability to raise additional capital.
We are required to satisfy the continued listing requirements of the Nasdaq Global Select Market (“Nasdaq”) to maintain such 
listing, including, among other things, the maintenance of a minimum closing bid price of $1.00 per share. On December 24, 
2024, we received a notice from Nasdaq indicating that we were not in compliance with the minimum bid price requirements set 
forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on Nasdaq. Nasdaq Listing Rule 5450(a)(1) requires listed securities 
maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet 
the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The 
notification of noncompliance had no immediate effect on the listing or trading of our common stock on Nasdaq and we had 180 
calendar days from the date of notice to achieve compliance with the minimum bid price requirement. To regain compliance, the 
closing bid price of our common stock must have been at least $1.00 per share for a minimum of 10 consecutive business days at 
any time prior to the expiration of the 180-calendar day grace period, unless Nasdaq exercised its discretion to extend this ten-day 
period. On February 5, 2025, Nasdaq notified us that, as of February 5, 2025, we had regained compliance with Nasdaq Listing 
Rule 5450(a)(1) and that the matter is now closed.
Though we recently regained compliance, we could be notified in the future of non compliance if our stock price again falls below 
$1 for the compliance time period. We may fail to qualify for continued listing on the Nasdaq Global Select Market again. We 
intend to monitor closely the closing bid price of our common stock and to consider all of the options for maintaining, or if 
necessary, regaining, compliance with Nasdaq’s Listing Rule 5450(a)(1), including by proposing a reverse stock split for 
stockholder approval, if necessary. While we plan to review all available options, there can be no assurance that we will be able to 
regain compliance with Nasdaq Listing Rule 5450(a)(1) during the 180-calendar day compliance period or any subsequent 
extension period.
If our common stock is delisted by Nasdaq, we could face significant material adverse consequences, including: a limited 
availability of market quotations for our common stock; reduced liquidity with respect to our common stock; a determination that 
our shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent shares, and which may 
limit demand for our common stock; a limited amount of analyst coverage for our company; and a decreased ability to obtain 
additional financing in the future.
 
 
 
 
19

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and 
investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
Our quarterly operating results may fluctuate significantly because of several factors, including but not limited to: increases and 
decreases in average unit volumes and comparable restaurant sales; profitability of our restaurants; labor availability and costs for 
hourly and management personnel; changes in interest rates; macroeconomic conditions, both nationally and locally; negative 
publicity relating to the consumption of products we serve; changes in consumer preferences and competitive conditions; 
impairment of long-lived assets and any loss on and exit costs associated with restaurant closures; expansion to new markets; the 
timing of new restaurant openings and related expense; restaurant operating costs for our newly-opened restaurants; increases in 
infrastructure costs; and fluctuations in commodity prices. During 2024, we experienced lower comparable sales, lower operating 
income and a decline in our stock price.
Seasonal factors, particularly weather disruptions, and the timing of holidays also cause our revenue to fluctuate from quarter to 
quarter. Our revenue per restaurant is typically lower in the first and fourth quarters due to reduced winter and holiday traffic and 
higher in the second and third quarters. As a result of these factors, our quarterly and annual operating results and comparable 
restaurant sales may fluctuate significantly. Accordingly, results for any one quarter are not necessarily indicative of results to be 
expected for any other quarter or for any year and comparable restaurant sales for any particular future period may decrease. In 
the future, operating results may fall below the expectations of securities analysts and investors. In that event, the price of our 
common stock would likely decrease.
Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price.
Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, 
could depress the market price of our common stock. Our amended and restated certificate of incorporation authorizes us to issue 
up to 180,000,000 shares of Class A common stock and Class B common stock. As of December 31, 2024, we have 45,738,007 
outstanding shares of Class A common stock and no outstanding shares of Class B common stock. In addition, as of such date, 
approximately 3,914,863 shares of Class A common stock are issuable upon the exercise of outstanding stock options and the 
vesting of restricted stock units. Moreover, as of that date, approximately 3.4 million shares of our common stock are available for 
future grants under our stock incentive plan and for future purchase under our employee stock purchase plan.
Provisions in our organizational documents and Delaware law may delay or prevent our acquisition by a third party.
Our amended and restated certificate of incorporation, our second amended and restated bylaws and Delaware law each contain 
several provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of 
Directors. For example, we have a classified Board of Directors with three-year staggered terms, which could delay the ability of 
stockholders to change the membership of a majority of our Board of Directors. These provisions may make it more difficult or 
expensive for a third party to acquire a majority of our outstanding equity interests. These provisions also may delay, prevent or 
deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders 
receiving a premium over the market price for their common stock.
Our credit facility has variable interest rates and increases in or sustained high interest rates could continue to result in high 
borrowing costs.
Our A&R Credit Agreement (as defined below) has a variable interest rate equal to the Secured Overnight Financing Rate 
(“SOFR”) plus a margin of 1.75% to 3.75% per annum, based upon the consolidated total lease adjusted leverage ratio. Interest 
rates may  rise in the future due to inflation or other causes. Interest rates were relatively high during 2022 and 2023 and 
moderated in 2024. As a result, the costs of servicing our variable interest rate debt have and could again increase again even if 
the amount borrowed under such credit facility remains the same. Increased servicing costs could adversely affect our business, 
financial condition, results of operations or cash flows. During 2023 and 2024, we amended our credit agreement which resulted 
in, among other things, an increase in our borrowing rates.
 
 
 
 
20
We may be unable to negotiate favorable borrowing terms, and any additional capital we may require could be senior to 
existing equity holders, dilute existing equity holders or include unfavorable restrictions.
As a general matter, operating and developing our business requires significant capital. Our credit agreement ends in 2027 and 
securing access to credit on reasonable terms thereafter will require us to extend or refinance such agreement. In addition, in order 
to pursue our business and operational strategies, we may need additional sources of liquidity in the future and it may be difficult 
or impossible at such time to increase our liquidity. Our lenders may not agree to amend our credit agreement at such time to 
increase our borrowing capacity. Further, our requirements for additional liquidity may coincide with periods during which we are 
not in compliance with covenants under our credit agreement and our lenders may not agree to further amend our credit 
agreement to accommodate such non-compliance. Even if we are able to access additional liquidity, agreements governing any 
borrowing arrangement could contain covenants restricting our operations. If we raise additional funds through future issuances of 
equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we 
issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing we 
secure in the future could involve higher interest rates, especially given the current inflationary environment, and restrictive 
covenants relating to our capital-raising activities and other financial and operational matters, which might make it more difficult 
for us to obtain additional capital and to pursue business opportunities. Moreover, if we issue new debt securities, the debt holders 
would have rights senior to common stockholders to make claims on our assets. We amended our credit agreement in 2023 and 
2024, which resulted in an increase in our borrowing rates and modifications to both the Fixed Charge and Consolidated Total 
Lease Adjusted Leverage rations and restrictions related to new restaurant growth and new leases.
ITEM 1B. 
Unresolved Staff Comments
None.
ITEM 1C. 
Cybersecurity
In the ordinary course of our business, we collect, store and transmit sensitive information including intellectual property, 
proprietary business information and personal information in connection with business operations. Additionally, we leverage our 
third-party vendors to collect, use, store, and transmit confidential, sensitive, proprietary, personal, and health-related information. 
The secure maintenance of this information and our information technology systems is important to our operations and business 
strategy. To this end, we have implemented processes designed to assess, identify, and manage risks from potential unauthorized 
occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, 
and availability of these systems and the data residing therein. These processes are managed and monitored by a dedicated 
information technology team, which is led by our Executive Vice President of Technology, and include mechanisms, controls, 
technologies, systems, and other processes designed to prevent or mitigate data loss, theft, misuse, or other security incidents or 
vulnerabilities affecting the data and maintain a stable information technology environment. For example, we regularly monitor 
our information technology environment for abnormal behavior, conduct penetration and vulnerability testing, data recovery 
testing, security audits, and ongoing risk assessments, including due diligence on our key technology vendors and other third-
party service providers that have access to the personal information we collect, use, store, and transmit. We leverage standard 
industry tools from a software and hardware perspective and maintain a cybersecurity risk insurance policy. We also conduct 
periodic employee trainings on cyber and information security, among other topics. In addition, we consult with outside advisors 
and experts on a regular basis to assist with assessing, identifying, and managing cybersecurity risks, including to anticipate future 
threats and trends, and their impact on the Company’s risk environment. 
Our Executive Vice President of Technology, who reports directly to the Chief Executive Officer and has over 17 years of 
experience managing information technology and cybersecurity matters, together with our senior leadership team, is responsible 
for assessing and managing cybersecurity risks. We consider cybersecurity, along with other significant risks that we face, within 
our overall enterprise risk management framework. Since the beginning of the last fiscal year, we have not identified risks from 
known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, but we 
face certain ongoing cybersecurity risks threats that, if realized, are reasonably likely to materially affect us. Additional 
information on cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors,” under the heading “We may be harmed 
by breaches of security of information technology systems or our confidential consumer, employee, financial, or other proprietary 
data.”
 
 
 
 
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The Board of Directors, as a whole and at the committee level, has oversight for the most significant risks facing us and for our 
processes to identify, prioritize, assess, manage, and mitigate those risks. The Audit Committee, which is comprised solely of 
independent directors, has been designated by our Board to oversee cybersecurity risks. The Audit Committee receives regular 
updates on cybersecurity, including immediate notification of any material cybersecurity events, and information technology 
matters and related risk exposures from our Executive Vice President of Technology as well as other members of the senior 
leadership team. The Audit Committee also reviews reports from third party service providers and discusses the findings with 
management. The Board receives updates from management and the Audit Committee on cybersecurity risks.
 
 
 
 
22
ITEM 2. 
Properties
As of December 31, 2024, we and our franchisees operated 463 restaurants in 31 states. Our restaurants are typically between 
2,000 and 2,600 square feet and are located in a variety of suburban, collegiate and urban markets. We lease the property for our 
central support office and all of the properties on which we operate restaurants. The chart below shows the locations of our 
company-owned and franchised restaurants as of December 31, 2024.
State
Company-
owned
Franchised
Total
Arizona
 
8  
—  
8 
California
 
—  
10  
10 
Colorado
 
54  
—  
54 
Connecticut
 
—  
5  
5 
Florida
 
—  
6  
6 
Idaho
 
7  
—  
7 
Illinois
 
51  
5  
56 
Indiana
 
23  
1  
24 
Iowa
 
10  
2  
12 
Kansas
 
9  
—  
9 
Kentucky
 
1  
3  
4 
Maryland
 
22  
—  
22 
Michigan
 
—  
20  
20 
Minnesota
 
45  
1  
46 
Missouri
 
3  
5  
8 
Montana
 
—  
2  
2 
Nebraska
 
—  
5  
5 
Nevada
 
1  
—  
1 
New York
 
1  
—  
1 
North Carolina
 
9  
4  
13 
North Dakota
 
—  
6  
6 
Ohio
 
19  
—  
19 
Oregon
 
—  
5  
5 
Pennsylvania
 
11  
—  
11 
South Carolina
 
—  
2  
2 
South Dakota
 
—  
2  
2 
Tennessee
 
—  
4  
4 
Utah
 
16  
—  
16 
Virginia
 
25  
—  
25 
Washington
 
—  
1  
1 
Wisconsin
 
56  
3  
59 
 
371  
92  
463 
We are obligated under non-cancelable leases for our restaurants and our central support office. Our restaurant leases generally 
have initial terms of 10 years with two or more five-year renewal options. Our restaurant leases may require us to pay a 
proportionate share of real estate taxes, insurance, common area maintenance charges and other operating costs. 
 
 
 
 
23

ITEM 3. 
Legal Proceedings
In the normal course of business, the Company is subject to other proceedings, lawsuits and claims. Such matters are subject to 
many uncertainties, and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the 
ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of December 31, 2024. These 
matters could affect the operating results of any one financial reporting period when resolved in future periods. The Company 
believes that an unfavorable outcome with respect to these matters is remote or a potential range of loss is not material to its 
consolidated financial statements. Significant increases in the number of these claims, or one or more successful claims that result 
in greater liabilities than the Company currently anticipates, could materially and adversely affect its business, financial condition, 
results of operations or cash flows.
ITEM 4. 
Mine Safety Disclosures
Not applicable.
 
 
 
 
24
PART II
ITEM 5. 
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 
Securities
 Our Class A common stock trades on the Nasdaq Global Select Market under the symbol NDLS. As of February 28, 2025, there 
were approximately 30 holders of record of our common stock. The number of holders of record is based upon the actual numbers 
of holders registered at such date and does not include holders of shares in “street name” or persons, partnerships, associates, 
corporations or other entities in security position listings maintained by depositories.
Purchases of Equity Securities by the Issuer
We had no share repurchases during the fourth quarter of 2024. 
Sales of Unregistered Securities by the Issuer
We sold no unregistered securities that have not been previously included in a Quarterly Report on Form 10-Q or in a Current 
Report on Form 8-K.
Dividends
No dividends have been declared or paid on our shares of common stock. We do not anticipate paying any cash dividends on any 
of our shares of common stock in the foreseeable future. We currently intend to retain any earnings to reduce outstanding debt and 
finance the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our 
Board of Directors and will be dependent upon then-existing conditions, including our earnings, capital requirements, results of 
operations, financial condition, business prospects and other factors that our Board of Directors considers relevant. Further, our 
credit facility and warrants each contain provisions that limit our ability to pay dividends on our common stock. See 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and 
Related Transactions, and Director Independence” for additional information regarding our financial condition.
ITEM 6. 
[Reserved]
 
 
 
 
25

ITEM 7. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our 
consolidated financial statements and related notes included in Item 8. “Financial Statements and Supplementary Data.” This 
section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons of 2024 to 2023. Discussions of 
2022 items and year-to-year comparisons of 2023 and 2022 that are not included in this Form 10-K can be found in 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 on our Annual 
Report on Form 10-K for the year ended January 2, 2024. In addition to historical information, this discussion and analysis 
contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those 
anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those discussed in Item 
1A. “Risk Factors” and elsewhere in this report.
We operate on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Fiscal years 2024 and 2023, which 
ended on December 31, 2024 and January 2, 2024, respectively, contained 52 weeks. We refer to our fiscal years as 2024 and 
2023. Our fiscal quarters each contained 13 operating weeks. 
Overview
Noodles & Company is a restaurant concept offering lunch and dinner within the fast-casual segment of the restaurant industry. 
We opened our first location in 1995, offering noodle and pasta dishes, staples of many different cuisines, with the goal of 
delivering fresh ingredients and flavors from around the world under one roof. Today, our globally-inspired menu includes a wide 
variety of high quality, cooked-to-order dishes, including noodles and pasta, soups, salads and appetizers. We believe we offer our 
customers value with a per-person spend of $13.31 in 2024.
Recent Trends, Risks and Uncertainties
Comparable Restaurant Sales. In fiscal 2024, system-wide comparable restaurant sales decreased 1.5%, comprised of a 1.8% 
decrease for company-owned restaurants and a 0.2% decrease for franchise restaurants. Restaurant industry sales remain volatile, 
with elevated levels of discounting targeting increasingly price-sensitive consumers. Our sales have been impacted by the 
challenging consumer environment and we responded with added promotional support in the fourth quarter of 2024. The 
consumer environment has caused many restaurant companies to report a decreased level of same store sales in 2024, and our 
sales trends have followed. We are focusing on revitalizing our menu options and began implementing menu changes late in 2024 
and into the first half of 2025 when the substantial portion of the rollout is to be completed nationally. We are taking these and 
other actions to address these declines, but there is no guarantee these actions will ultimately be successful and we cannot predict 
the extent and duration of this decline.
Cost of Sales. In recent years, we incurred incremental costs of sales driven by volatility in the commodity and food ingredients 
markets, particularly with our chicken products, in addition to an increase in packaging costs and distribution. The commodity 
markets underlying our cost of food have improved since the historically high costs in 2022. Our commodity inflation in 2024 
was less than 2%.  Throughout these periods of volatility, we have continued to work with our suppliers for ongoing supply chain 
efficiencies, including managing food waste and adding additional suppliers as necessary. 
Labor Costs. Similar to much of the restaurant industry, our base labor costs have risen in recent years. In 2024, we have seen the 
rate of wage inflation decrease. Our wage inflation in 2024 was less than 3%. We have been able to partially mitigate the impact 
of wage inflation through a continued focus on maximizing efficiencies of labor hour usage per restaurant. 
Other Restaurant Operating Costs. We have and expect to continue to incur third-party delivery fees resulting from a significant 
and increasing use of third-party delivery services.
Restaurant Development. In 2024, we opened ten company-owned restaurants and three franchise restaurants. As of December 
31, 2024, we had 371 company-owned restaurants and 92 franchise restaurants in 31 states. In 2025, we plan to open two new 
company-owned restaurants.
 
 
 
 
26
Certain Restaurant Closures. We closed thirteen and six company-owned restaurants in 2024 and 2023, respectively, most of 
which were either generating low or negative cash flows, at or approaching the expiration of their leases or in trade areas that are 
not as well positioned for current consumer trends. We continue to analyze our restaurant portfolio and expect to close certain 
restaurants that are either generating low or negative cash flows, at or approaching the expiration of their leases or in trade areas 
that are not as well positioned for current consumer trends. 
Impairment of Long-lived Assets. We impaired sixteen restaurants in 2024 and two restaurants in 2023. We performed a detailed 
review of significantly underperforming restaurants in 2024 and based on this review, recorded impairments on certain restaurants 
that we believed had fair market values below their net book values. Impairment is based on our current assessment of the 
expected future cash flows of various restaurants based on recent results and other specific market factors.
Key Measures We Use to Evaluate Our Performance
To evaluate the performance of our business, we utilize a variety of financial and performance measures. These key measures 
include revenue, comparable restaurant sales, average unit volumes (“AUVs”), EBITDA and adjusted EBITDA. EBITDA and 
adjusted EBITDA are non-GAAP financial measures.
Revenue
Revenue includes both restaurant revenue and franchise royalties and fees. Restaurant revenue represents sales of food and 
beverages in company-owned restaurants. Several factors affect our restaurant revenue in any period, including the number of 
restaurants in operation and per-restaurant sales.
Franchise royalties and fees represent royalty income and initial franchise fees. While we expect that the majority of our revenue 
and net income growth will be driven by company-owned restaurants, our franchise restaurants remain an important factor 
impacting our revenue and financial performance.
Seasonal factors cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically lower in the first 
and fourth quarters due to reduced winter and holiday traffic and is typically higher in the second and third quarters. As a result of 
these factors, our quarterly and annual operating results and comparable restaurant sales may fluctuate.
Comparable Restaurant Sales
Comparable restaurant sales refer to year-over-year sales comparisons for the comparable restaurant base. We define the 
comparable restaurant base to include restaurants open for at least 18 full periods. As of the end of 2024, 2023 and 2022, there 
were 350, 355 and 347 restaurants, respectively, in our comparable restaurant base for company-owned locations. This measure 
highlights performance of existing restaurants, as the impact of new restaurant openings is excluded. Changes in comparable 
restaurant sales are generated by changes in traffic, which we calculate as the number of entrées sold, and changes in per-person 
spend, calculated as sales divided by traffic. Per-person spend can be influenced by changes in menu prices and the mix and 
number of items sold per person.
Measuring our comparable restaurant sales allows us to evaluate the performance of our existing restaurant base. Various factors 
impact comparable restaurant sales, including, but not limited to:
•
consumer recognition of our brand and our ability to respond to changing consumer preferences;
•
overall economic trends, particularly those related to consumer spending;
•
our ability to operate restaurants effectively and efficiently to meet consumer expectations;
•
pricing;
•
the number of restaurant transactions, per-person spend and average check amount;
•
marketing and promotional efforts;
•
abnormal weather patterns;
•
food safety and foodborne illness concerns;
 
 
 
 
27

•
the impact of health pandemics; 
•
local and national competition;
•
trade area dynamics;
•
introduction of new and seasonal menu items and limited time offerings; and
•
opening and closing restaurants in the vicinity of other restaurant locations.
Consistent with common industry practice, we present comparable restaurant sales on a calendar-adjusted basis that aligns current 
year sales weeks with comparable periods in the prior year, regardless of whether they belong to the same fiscal period or not. 
Since opening new company-owned and franchise restaurants is a part of our long-term growth strategy and we anticipate new 
restaurants will be a component of our long-term revenue growth, comparable restaurant sales is only one measure of how we 
evaluate our performance.
Average Unit Volumes 
AUVs consist of the average annualized sales of all company-owned restaurants for a given time period. AUVs are calculated by 
dividing restaurant revenue by the number of operating days within each time period and multiplying by the number of operating 
days we have in a typical year. Based on this calculation, temporarily closed restaurants are excluded from the definition of AUV, 
however restaurants with temporarily reduced operating hours are included. This measurement allows management to assess 
changes in consumer traffic and per-person spending patterns at our restaurants. In addition to the factors that impact comparable 
restaurant sales, AUVs can be further impacted by effective real estate site selection and maturity and trends within new markets.
EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss) before net interest expense, provision (benefit) for income taxes and depreciation and 
amortization. We define adjusted EBITDA as net income (loss) before net interest expense, provision (benefit) for income taxes, 
depreciation and amortization, restaurant impairments, loss on disposal of assets, net lease exit costs (benefits), gain (loss) on sale 
of restaurants, severance and executive transition costs and stock-based compensation. 
We believe that EBITDA and adjusted EBITDA provide clear pictures of our operating results by eliminating certain non-
recurring and non-cash expenses that may vary widely from period to period and are not reflective of the underlying business 
performance. 
The presentation of EBITDA and adjusted EBITDA, which may not be comparable to similarly titled financial measures used by 
other companies, is not intended to be considered in isolation or as a substitute for, or to be superior to, the financial information 
prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 
We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-
period comparisons. We believe that they provide useful information to management and investors about operating results, 
enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with 
respect to key metrics used by management in its financial and operational decision making.
 
 
 
 
28
The following table presents a reconciliation of net loss to EBITDA and adjusted EBITDA:
Fiscal Year
2024
2023
(in thousands)
Net loss
$ 
(36,213) $ 
(9,856) 
Depreciation and amortization
 
29,066  
26,792 
Interest expense, net
 
8,381  
4,803 
Provision for income taxes
 
54  
24 
EBITDA
$ 
1,288 $ 
21,763 
Restaurant impairments(1)
 
13,441  
2,987 
Loss on disposal of assets
 
3,079  
1,979 
Lease exit costs, net
 
924  
396 
Gain on sale of restaurants
 
(490)  
— 
Severance and executive transition costs
 
1,677  
1,559 
Stock-based compensation expense
 
3,680  
4,346 
Adjusted EBITDA
$ 
23,599 $ 
33,030 
_____________
(1) Restaurant impairments in all periods presented above include amounts related to restaurants previously impaired. See Note 6, Restaurant 
Impairments, Closure Costs and Asset Disposals.
Key Financial Definitions
Cost of Sales
Cost of sales includes the direct costs associated with the food, beverage and packaging of our menu items. Cost of sales also 
includes any costs related to discounted menu items. Cost of sales is a substantial expense and can be expected to change 
proportionally as our restaurant revenue changes. Fluctuations in cost of sales are caused primarily by volatility in the cost of 
commodity food items and related contracts for such items. Other important factors causing fluctuations in cost of sales include 
seasonality, discounting activity, distribution costs and restaurant level management of food waste.
Labor Costs
Labor costs include wages, payroll taxes, workers’ compensation expense, benefits and incentives paid to our restaurant teams. 
Similar to certain other expense items, we expect hourly labor costs to change proportionally as our restaurant revenue changes. 
Factors that influence fluctuations in our labor costs include minimum wage and payroll tax legislation, wage inflation, the 
frequency and severity of workers’ compensation claims, health care costs and the performance of our restaurants.
Occupancy Costs
Occupancy costs include rent, common area maintenance charges and real estate tax expense related to our restaurants and are 
expected to grow proportionally as we open new restaurants.
Other Restaurant Operating Costs
Other restaurant operating costs include the costs of repairs and maintenance, utilities, restaurant-level marketing, credit card 
processing fees, third-party delivery fees, restaurant supplies and other restaurant operating costs. Similar to certain other costs, 
they are expected to grow proportionally as restaurant revenue grows.
General and Administrative Expense
General and administrative expense is composed of payroll, other compensation, travel, marketing, accounting and legal fees, 
insurance and other expenses related to the infrastructure required to support our restaurants. General and administrative expense 
also includes the non-cash stock compensation expense related to our stock incentive plan. 
 
 
 
 
29

Depreciation and Amortization
Our principal depreciation and amortization charges relate to depreciation of long-lived assets, such as property, equipment and 
leasehold improvements, from restaurant construction and ongoing maintenance.
Pre-Opening Costs
Pre-opening costs relate to the costs incurred prior to the opening of a restaurant. These include management labor costs, staff 
labor costs during training, food and supplies utilized during training, marketing costs and other pre-opening related costs. Pre-
opening costs also include rent recorded between the date of possession and the opening date for our restaurants.
Restaurant Impairments, Closure Costs and Asset Disposals
Restaurant impairments, closure costs and asset disposals include the net gain or loss on disposal of long-lived assets related to 
retirements and replacement of equipment or leasehold improvements, lease expenses that the Company is still obligated for, 
refranchising gains or losses, gains or losses on lease terminations, other restaurant closure costs and impairment charges. Each 
quarter we evaluate possible impairment of property and equipment at the restaurant level and record an impairment loss 
whenever we determine that the fair value of these assets is less than their carrying value. There can be no assurance that such 
evaluations will not result in additional impairment costs in future periods.
Interest Expense
Interest expense consists primarily of interest on our outstanding indebtedness and amortization of debt issuance costs over the 
life of the related debt reduced by capitalized interest.
Provision for Income Taxes
Provision for income taxes consists of federal, state and local taxes on our income.
Restaurant Openings, Closures and Relocations
The following table shows restaurants opened or closed in the years indicated:
Fiscal Year
2024
2023
Company-Owned Restaurants
Beginning of period
 
380  
368 
Openings
 
10  
18 
Divestitures (1)
 
(6)  
— 
Closures
 
(13)  
(6) 
End of period
 
371  
380 
Franchise Restaurants
Beginning of period
 
90  
93 
Openings
 
3  
— 
Acquisitions (1)
 
6  
— 
Closures 
 
(7)  
(3) 
End of period
 
92  
90 
Total restaurants
 
463  
470 
_____________________________
(1)
During 2024, we sold six company-owned restaurants to a franchisee. 
 
 
 
 
30
Results of Operations
The following table summarizes key components of our results of operations for the periods indicated as a percentage of our total 
revenue, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.
Fiscal Year
2024
2023
Revenue:
Restaurant revenue
 97.9 %
 97.9 %
Franchising royalties and fees, and other
 2.1 %
 2.1 %
Total revenue
 100.0 %
 100.0 %
Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization, shown separately 
below):
Cost of sales
 25.6 %
 25.2 %
Labor
 31.9 %
 32.0 %
Occupancy
 9.6 %
 9.3 %
Other restaurant operating costs
 19.7 %
 18.6 %
General and administrative
 10.3 %
 10.3 %
Depreciation and amortization
 5.9 %
 5.3 %
Pre-opening
 0.3 %
 0.4 %
Restaurant impairments, closure costs and asset disposals
 4.1 %
 1.7 %
Total costs and expenses
 105.6 %
 101.0 %
Loss from operations
 (5.6) %
 (1.0) %
Interest expense, net
 1.7 %
 1.0 %
Loss before income taxes
 (7.3) %
 (2.0) %
Provision for income taxes
 — %
 — %
Net loss
 (7.3) %
 (2.0) %
 
 
 
 
31

Fiscal Year 2024 compared to Fiscal Year 2023 
The table below presents our operating results for 2024 and 2023, and the related year-over-year changes:
Fiscal Year
Increase / (Decrease)
2024
2023
$
%
(in thousands)
Revenue:
Restaurant revenue
$ 
483,097 
$ 
492,648 
$ 
(9,551) 
 (1.9) %
Franchising royalties and fees, and other
 
10,174 
 
10,757 
 
(583) 
 (5.4) %
Total revenue
 
493,271 
 
503,405 
 
(10,134) 
 (2.0) %
Costs and Expenses:
Restaurant operating costs (exclusive of depreciation and 
amortization, shown separately below):
Cost of sales
 
123,692 
 
124,102 
 
(410) 
 (0.3) %
Labor
 
154,258 
 
157,608 
 
(3,350) 
 (2.1) %
Occupancy
 
46,366 
 
45,925 
 
441 
 1.0 %
Other restaurant operating costs
 
95,032 
 
91,559 
 
3,473 
 3.8 %
General and administrative
 
50,824 
 
51,833 
 
(1,009) 
 (1.9) %
Depreciation and amortization
 
29,066 
 
26,792 
 
2,274 
 8.5 %
Pre-opening
 
1,543 
 
2,215 
 
(672) 
 (30.3) %
Restaurant impairments, closure costs and asset disposals
 
20,268 
 
8,400 
 
11,868 
 141.3 %
Total costs and expenses
 
521,049 
 
508,434 
 
12,615 
 2.5 %
Loss from operations
 
(27,778) 
 
(5,029) 
 
(22,749) 
*
Interest expense, net
 
8,381 
 
4,803 
 
3,578 
 74.5 %
Loss before income taxes
 
(36,159) 
 
(9,832) 
 
(26,327) 
 (267.8) 
Provision for income taxes
 
54 
 
24 
 
30 
 125.0 %
Net loss
$ 
(36,213) 
$ 
(9,856) 
$ 
(26,357) 
 (267.4) 
Company-owned:
Average unit volumes
$ 
1,289 
$ 
1,329 
$ 
(40) 
 (3.0) %
Comparable restaurant sales
 (1.8) %
 (2.0) %
_____________
* 
Not meaningful.
Revenue
Total revenue decreased by $10.1 million, or 2.0%, in 2024 compared to 2023. This decrease was primarily due to: $8.3 million 
from a decline in company same store sales, $7.1 million due to refranchising and $6.7 million due to permanent restaurant 
closures, partially offset by $12.0 million from growth in new restaurant revenue.
Average unit volumes decreased 3.0% to $1.29 million in 2024 compared to $1.33 million in 2023 primarily due to decreases in 
traffic. System-wide comparable restaurant sales decreased 1.5% in 2024, comprised of a 1.8% decrease at company-owned 
restaurants and a 0.2% decrease at franchise-owned restaurants. 
Cost of Sales
Cost of sales decreased by $0.4 million, or 0.3%, in 2024 compared to 2023. As a percentage of restaurant revenue, cost of sales 
increased to 25.6% in 2024 from 25.2% in 2023, primarily due to a 0.8% impact from a combination of menu mix shifts and 
inflation, partially offset by a 0.4% benefit from menu price increases.
 
 
 
 
32
Labor Costs
Labor costs decreased by $3.4 million, or 2.1%, in 2024 compared to 2023. As a percentage of restaurant revenue, labor costs 
decreased to 31.9% in 2024 compared to 32.0% in 2023, primarily due to a 0.5% benefit from menu price increases, a 0.5% 
benefit from labor efficiencies and a 0.5% benefit from a combination of lower incentive pay and benefits, partially offset by 
increases of 0.8% from traffic deleverage and 0.6% from wage inflation.
Occupancy Costs
Occupancy costs increased by $0.4 million, or 1.0%, in 2024 compared to 2023, due primarily to new restaurant openings. As a 
percentage of restaurant revenue, occupancy costs increased to 9.6% in 2024 from 9.3% in 2023, due primarily to a decrease in 
restaurant revenue. 
Other Restaurant Operating Costs
Other restaurant operating costs increased by $3.5 million, or 3.8%, in 2024 compared to 2023. As a percentage of restaurant 
revenue, other restaurant operating costs increased to 19.7% in 2024 from 18.6% in 2023, primarily due to a 0.5% impact from 
higher delivery fees driven by higher delivery sales, a 0.4% impact from sales deleverage, and a 0.3% impact from increased 
marketing spend in 2024.
General and Administrative Expense
General and administrative expense decreased by $1.0 million, or 1.9%, in 2024 compared to 2023, due primarily to decreases in  
wages and labor expenses of $1.5 million partially offset by increases in marketing spend and expenses related to our bi-annual 
manager conference. As a percentage of revenue, general and administrative expense remained flat at 10.3% in 2024 and 2023.
Depreciation and Amortization
Depreciation and amortization increased by $2.3 million, or 8.5%, in 2024 compared to 2023, due primarily to new restaurant and 
technology investments, partially offset by restaurants impaired or closed. As a percentage of revenue, depreciation and 
amortization increased to 5.9% in 2024 compared to 5.3% in 2023. 
Pre-Opening Costs
Pre-opening costs decreased $0.7 million in 2024 compared to 2023 due to less new restaurant openings in 2024 compared to 
2023. 
Restaurant Impairments, Closure Costs and Asset Disposals
Restaurant impairments, closure costs and asset disposals increased by $11.9 million, or 141.3%, in 2024 compared to 2023. The 
increase was largely due to an increase in write-downs of lease related assets and fixed asset impairment charges with sixteen 
restaurants impaired in 2024 compared to two restaurants impaired in 2023. We performed a detailed review of significantly 
underperforming restaurants in 2024 and based on this review, recorded impairments on certain restaurants that we believed had 
fair market values below their net book values. Both years include ongoing equipment costs for restaurants previously impaired 
and lease related costs and expenses in connection with the divestiture of company-owned restaurants in previous years.
Interest Expense
Interest expense increased by $3.6 million, or 74.5% in 2024 compared to 2023. The increase was mainly due to higher average 
borrowings and a higher average interest rate in 2024 compared to 2023. Interest rates for all amounts outstanding are variable.
Provision for Income Taxes
The effective tax rate was (0.1)% in 2024 compared to (0.2)% in 2023. We will continue to maintain a valuation allowance 
against deferred tax assets until there is sufficient evidence to support a full or partial reversal. The reversal of a previously 
recorded valuation allowance will generally result in a benefit from income tax.
 
 
 
 
33

Liquidity and Capital Resources
Current Resources
As of December 31, 2024, our available cash and cash equivalents balance was $1.1 million, and $19.0 million was available for 
future borrowings under our A&R Credit Agreement (defined below).
On May 9, 2018, we entered into a Credit Agreement (the “Credit Agreement”) with each other Loan Party (as defined in the 
Credit Agreement) party thereto, each lender from time to time party thereto, and U.S. Bank National Association, as 
Administrative Agent, L/C Issuer and Swing Line Lender (each as defined in the Credit Agreement). The Credit Agreement 
consisted of a term loan facility in an aggregate principal amount of $25.0 million and a revolving line of credit of $65.0 million, 
which included a letter of credit subfacility in the amount of $15.0 million and a swingline subfacility in the amount of $10.0 
million. The Credit Agreement was subsequently amended on November 20, 2019 and June 16, 2020. On July 27, 2022, we 
amended and restated our Credit Agreement by entering into the Amended and Restated Credit Agreement (as further amended, 
restated, extended, supplemented, modified and otherwise in effect from time to time, the “A&R Credit Agreement”), with each 
other Loan Party (as defined in the A&R Credit Agreement) party thereto, each lender from time to time party thereto, and U.S. 
Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Lender (each as defined in the A&R Credit 
Agreement). The A&R Credit Agreement matures on July 27, 2027. Among other things, the A&R Credit Agreement: (i) 
increased the credit facility from $100.0 million to $125.0 million and (ii) eliminated the term loan and principal amortization 
components of the credit facility. The A&R Credit Agreement was subsequently amended on December 21, 2023.
On October 29, 2024, the Company amended its A&R Credit Agreement, by entering into that certain Second Amendment to 
Amended and Restated Credit Agreement (the “Second Amendment”). Among the modifications, the Second Amendment: (i) 
increased the maximum applicable rate ranges (A) with respect to SOFR loans, from 1.75% - 3.00% to 1.75% - 3.75% per annum 
and (B) with respect to base rate loans, from 0.75% - 2.00% to 0.75% - 2.75% per annum, in each case as determined by the 
Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement), (ii) conditioned the use of the 
general restricted payment basket on satisfaction of a Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R 
Credit Agreement) of less than or equal to 4.00 to 1.00 and a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R 
Credit Agreement) of greater than or equal to 1.25 to 1.00, (iii)  restricted entry into new lease agreements so long as the 
Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(a) of the A&R 
Credit Agreement is greater than or equal to 4.50 to 1.00, (iv) increased the Consolidated Total Lease Adjusted Leverage Ratio (as 
defined in the A&R Credit Agreement) in Section 7.11(a) of the A&R Credit Agreement to be no greater than (x) 5.50 to 1.00 for 
the fiscal quarter ending on October 1, 2024 until and including the last day of the fiscal quarter ending September 30, 2025 and 
(y) stepping down to (1) 5.25 to 1.00 per annum for the fiscal quarter ending December 30, 2025, (2) 5.00 to 1.00 per annum for 
the fiscal quarters ending March 31, 2026 and June 30, 2026, (3) 4.75 to 1.00 for the fiscal quarters ending September 29, 2026 
and December 29, 2026 and (4) 4.50 to 1.00 per annum for the fiscal quarter ended March 30, 2027 and thereafter and (v) 
amended the Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(b) of the 
A&R Credit Agreement to be no less than (x) 1.05 to 1.00 for the fiscal quarter ending on October 1, 2024 until and including the 
last day of the fiscal quarter ending September 30, 2025 and (y) stepping up to (1) 1.15 to 1.00 for the fiscal quarters ending 
December 30, 2025 and March 31, 2026 and (2) 1.25 to 1.00 for the fiscal quarter ending June 30, 2026 and thereafter.
As of December 31, 2024, we had $103.0 million of indebtedness (excluding $2.3 million of unamortized debt issuance costs) and 
$3.0 million of letters of credit outstanding under the A&R Credit Agreement. 
Availability of borrowings under the A&R Credit Agreement is conditioned upon our compliance with the terms of the A&R 
Credit Agreement, including the financial covenants and other customary affirmative and negative covenants, such as limitations 
on additional borrowings, acquisitions, dividend payments and lease commitments, and customary representations and warranties. 
As of December 31, 2024, we were in compliance with all of our debt covenants. 
We expect that we will meet all applicable financial covenants in our A&R Credit Agreement through at least the next four fiscal 
quarters. However, there can be no assurance we will meet such financial covenants. If such covenants are not met, we would be 
required to seek a waiver or amendment from the banks participating in the credit facility. There can be no assurance that such 
waiver or amendment would be granted, which could have a material adverse impact on our liquidity. 
 
 
 
 
34
Cash Flow Analysis
Cash flows from operating, investing and financing activities are shown in the following table:
Fiscal Year Ended
December 31,
2024
January 2,
2024
(in thousands)
Net cash provided by operating activities
$ 
7,561 $ 
27,495 
Net cash used in investing activities
 
(26,714)  
(51,800) 
Net cash provided by financing activities
 
17,289  
25,795 
Net (decrease) increase in cash and cash equivalents
$ 
(1,864) $ 
1,490 
Operating Activities
Net cash provided by operating activities in 2024 was $7.6 million compared to $27.5 million in 2023. The decrease in operating 
cash flows resulted primarily from a decrease in net income as adjusted for non-cash items including depreciation and 
impairments, as well as changes in working capital related to payroll timing and normal changes in accounts payable and other 
accrued expenses. 
Investing Activities
Net cash used in investing activities decreased $25.1 million to $26.7 million in 2024 compared to 2023. This decrease was 
primarily due to decreased investment in new restaurant openings and the completion of installation for our digital menu boards in 
2023. We opened ten and eighteen company-owned restaurants in 2024 and 2023, respectively.
Financing Activities
Net cash provided by financing activities was $17.3 million in 2024, compared to $25.8 million in 2023. The decrease from 2023 
was primarily due to a reduction in net borrowings to fund capital spending in 2024.
Material Cash Requirements
Our short-term obligations consist primarily of certain lease and other contractual commitments related to our operations, normal 
recurring operating expenses, working capital needs, new store development, capital improvements and maintenance of our 
restaurants, regular interest payments on our debt obligations and certain non-recurring expenditures. 
Our long-term obligations consist primarily of certain lease and other contractual commitments related to our operations and 
payment of our outstanding debt obligations. In addition, new store development will require capital each year which is expected 
to be funded by currently available cash and cash equivalents, cash flows from operations and our revolving credit facility.
Our capital expenditure requirements are primarily dependent upon the pace of our real estate development program and resulting 
new restaurant openings, costs for maintenance and remodeling of our existing restaurants, as well as information technology 
expenses and other general corporate capital expenditures.
Our total capital expenditures for 2024 were $28.8 million, which includes amounts for restaurants that will be opening in 2025. 
We expect our 2025 capital expenditures to be in the range of $11.0 million to $13.0 million. Our capital expenditures in 2025 are 
expected to be primarily related to our reinvestment in existing restaurants, the opening of two new restaurants and technology 
improvements. 
 
 
 
 
35

Our contractual obligations consist of lease obligations, purchase obligations, long-term debt and other liabilities. See Note 4 
Long-Term Debt and Note 12 Leases to our consolidated financial statements for further discussion. We are obligated under non-
cancelable leases for our restaurants, administrative offices and equipment. In addition to those lease obligations, we have legally 
binding minimum lease payments for leases signed but not yet commenced amounting to $1.1 million as of December 31, 2024. 
We enter into various purchase obligations in the ordinary course of business. As of December 31, 2024, our binding purchase 
obligations are approximately $49.4 million, which includes $29.1 million to be incurred within the next 12 months. These 
amounts relate to volume commitments for beverage and food products, as well as binding commitments for the construction of 
new restaurants. Our other liabilities of $2.2 million as of December 31, 2024 includes our commitment under our non-qualified 
deferred compensation plan and severance. 
We believe that we have sufficient liquidity to meet our liquidity needs and capital resource requirements for at least the next 
twelve months primarily through currently available cash and cash equivalents, cash flows from operations, and borrowings under 
the A&R Credit Agreement. Our working capital position benefits from the fact that we generally collect cash from sales to 
customers the same day, or in the case of credit or debit card transactions, within several days of the related sale, and we typically 
have up to 30 days to pay our vendors. In addition, we receive trade credit for the purchase of food, beverages and supplies, 
therefore reducing the need for incremental working capital to support growth. 
Critical Accounting Policies and Estimates
Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated 
financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue 
and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant 
accounting policies are described in Note 1 Business and Summary of Significant Accounting Policies, to our consolidated 
financial statements. Critical accounting estimates are those that require application of management’s most difficult, subjective or 
complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we 
apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these 
assumptions. It is possible that materially different amounts would be reported using different assumptions. We believe the critical 
accounting policies described below affect our more significant judgments and estimates used in the preparation of our 
consolidated financial statements.
Impairment of Long-Lived Assets
We review long-lived assets, such as property and equipment, right of use assets and intangibles, subject to amortization, for 
impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. In determining the 
recoverability of the asset value, an analysis is performed at the individual restaurant level and primarily includes an assessment 
of historical cash flows and other relevant factors and circumstances. The other factors and circumstances include changes in the 
economic environment, changes in the manner in which assets are used, unfavorable changes in legal factors or business climate, 
incurring excess costs in construction of the asset, overall restaurant operating performance and projections for future 
performance. These estimates result in a wide range of variability on a year to year basis due to the nature of the criteria. 
Restaurant-level cash flow less than our internal threshold over the previous 12 periods is considered an indicator of potential 
impairment. In such situations, we evaluate future undiscounted cash flow projections in conjunction with qualitative factors and 
future operating plans. Our impairment assessment process requires the use of estimates and assumptions regarding the future 
undiscounted cash flows and operating outcomes, which are based upon a significant degree of management’s judgment.
In performing our impairment testing, we forecast our future undiscounted cash flows by looking at recent restaurant level 
performance, restaurant level operating plans, sales trends and cost trends for cost of sales, labor and operating expenses. We 
believe that this combination of information gives us a fair benchmark to estimate future undiscounted cash flows. We compare 
this cash flow forecast, excluding occupancy rent expense, to the asset’s carrying value, excluding lease liability, at the restaurant. 
Based on this analysis, if the carrying amount of the assets is greater than the estimated future undiscounted cash flows, an 
impairment charge is recognized, measured as the amount by which the carrying amount exceeds the fair value of the asset. If 
these projections are not achieved, we could realize future impairments.
 
 
 
 
36
Leases
We lease all restaurant facilities, office space and certain equipment. Pursuant to FASB Accounting Standards Codification 
(“ASC”) Topic 842, all operating and finance lease assets and liabilities are recognized on our Consolidated Balance Sheets.
Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our 
obligation to make future lease payments arising from the lease. Operating lease ROU assets and liabilities are recorded at 
commencement date based on the present value of lease payments over the lease term, which includes options to extend lease 
terms that are reasonably certain of being exercised. To determine the present value of lease payments not yet paid, we estimate 
incremental borrowing rates corresponding to the reasonably certain lease term. As most of our leases do not provide an implicit 
rate, we use the incremental borrowing rate based on information available at commencement date in determining the present 
value of lease payments. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. 
We recognize lease expense for these short-term leases on a straight-line basis over the lease term. 
Our leases typically contain rent escalations over the lease term. 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 
the 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. Rent expense for the period prior to the restaurant opening is reported as pre-opening expense in the Consolidated 
Statements of Operations. If our estimates or underlying assumptions, including discount rate and sublease income change in the 
future, our operating results may be materially impacted.
 
 
 
 
37

ITEM 7A. 
Quantitative and Qualitative Disclosure about Market Risk
Interest Rate Risk
We are exposed to market risk from changes in interest rates on debt. Our exposure to interest rate fluctuations is limited to our 
outstanding borrowing under our A&R Credit Agreement, which bears interest at variable rates equal to SOFR plus a margin of 
1.75% to 3.75% per annum, based upon the consolidated total lease-adjusted leverage ratio. As of December 31, 2024, $103.0 
million in borrowings were outstanding under our A&R Credit Agreement. An increase or decrease of 1.0% in the effective 
interest rate applied to our borrowings would have resulted in a pre-tax interest expense fluctuation of approximately $1.0 million 
on an annualized basis.
Commodity Price Risk
We purchase certain products that are affected by commodity prices and are, therefore, subject to price volatility caused by 
weather, market conditions and other factors that are not considered predictable or within our control. Although these products are 
subject to changes in commodity prices, certain purchasing contracts or pricing arrangements contain risk management techniques 
designed to minimize price volatility. We use these types of purchasing techniques to control costs as an alternative to directly 
managing financial instruments to hedge commodity prices. In many cases, we believe we may be able to address material 
commodity cost increases by adjusting our menu pricing, but multiple price increases over a short period of time may negatively 
affect customer behavior, as we observed in 2023. Beginning in 2023 and continuing into 2024, the commodity markets 
underlying our cost of food began to stabilize. However, increases in commodity prices, without adjustments to our menu prices, 
could increase restaurant operating costs as a percentage of restaurant revenue.
Inflation
The primary inflationary factors affecting our operations are food costs, labor costs, energy costs and materials used in the 
construction of new restaurants and maintenance of existing restaurants. Increases in federal, state or local minimum wages 
directly affect our labor costs. Many of our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of 
which are generally subject to inflationary increases. Additionally, the cost of constructing our restaurants is subject to 
inflationary increases in the costs of labor and material. We expect inflation may continue to affect our results in the near future.  
However, in 2024, we have seen a decline in the rate of wage inflation. 
 
 
 
 
38
ITEM 8. 
Financial Statements and Supplementary Data
Noodles & Company
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements
 
Consolidated Balance Sheets as of December 31, 2024 and January 2, 2024    ......................................................................
40
Consolidated Statements of Operations for the years ended December 31, 2024, January 2, 2024 and January 3, 2023    ....
41
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended  December 31, 2024, January 2, 2024 
and January 3, 2023  ...............................................................................................................................................................
42
Consolidated Statements of Cash Flows for the years ended December 31, 2024, January 2, 2024 and January 3, 2023    ...
43
Notes to Consolidated Financial Statements     .........................................................................................................................
44
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)    .....................................................................
63
See accompanying notes to consolidated financial statements.
 
 
 
 
39

December 31,
2024
January 2,
2024
Assets
Current assets:
Cash and cash equivalents
$ 
1,149 
$ 
3,013 
Accounts receivable
 
4,058 
 
5,144 
Inventories
 
10,500 
 
10,251 
Prepaid expenses and other assets
 
4,156 
 
3,879 
Income tax receivable
 
329 
 
337 
Total current assets
 
20,192 
 
22,624 
Property and equipment, net
 
137,237 
 
152,176 
Operating lease assets, net
 
157,821 
 
183,857 
Goodwill
 
7,154 
 
7,154 
Intangibles, net
 
495 
 
538 
Other assets, net
 
1,749 
 
1,746 
Total long-term assets
 
304,456 
 
345,471 
Total assets
$ 
324,648 
$ 
368,095 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$ 
13,194 
$ 
16,691 
Accrued payroll and benefits
 
7,632 
 
7,769 
Accrued expenses and other current liabilities
 
12,836 
 
12,950 
Current operating lease liabilities
 
32,055 
 
30,104 
Total current liabilities
 
65,717 
 
67,514 
Long-term debt, net
 
100,742 
 
80,218 
Long-term operating lease liabilities, net
 
156,723 
 
186,285 
Deferred tax liabilities, net
 
276 
 
255 
Other long-term liabilities
 
6,769 
 
6,663 
Total liabilities
 
330,227 
 
340,935 
Commitments and contingencies
Stockholders’ equity:
Preferred stock—$0.01 par value, 1,000,000 shares authorized and undesignated as of 
December 31, 2024 and January 2, 2024; no shares issued or outstanding
 
— 
 
— 
Common stock—$0.01 par value, 180,000,000 shares authorized as of December 31, 2024 and 
January 2, 2024; 48,161,878 issued and 45,738,007 outstanding as of December 31, 2024; 
47,413,585 issued and 44,989,714 outstanding as of January 2, 2024 
 
482 
 
474 
Treasury stock, at cost, 2,423,871 shares as of December 31, 2024 and January 2, 2024, 
respectively
 
(35,000)  
(35,000) 
Additional paid-in capital
 
213,396 
 
209,930 
Accumulated deficit
 
(184,457)  
(148,244) 
Total stockholders’ (deficit) equity
 
(5,579)  
27,160 
Total liabilities and stockholders’ equity
$ 
324,648 
$ 
368,095 
See accompanying notes to consolidated financial statements.
Noodles & Company
Consolidated Balance Sheets
(in thousands, except share data)
40
Fiscal Year Ended
December 31,
2024
January 2,
2024
January 3,
2023
Revenue:
Restaurant revenue
$ 
483,097 
$ 
492,648 
$ 
498,359 
Franchising royalties and fees, and other
 
10,174 
 
10,757 
 
11,121 
Total revenue
 
493,271 
 
503,405 
 
509,480 
Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown 
separately below):
Cost of sales
 
123,692 
 
124,102 
 
137,859 
Labor
 
154,258 
 
157,608 
 
155,023 
Occupancy
 
46,366 
 
45,925 
 
45,213 
Other restaurant operating costs
 
95,032 
 
91,559 
 
91,220 
General and administrative
 
50,824 
 
51,833 
 
49,903 
Depreciation and amortization
 
29,066 
 
26,792 
 
23,268 
Pre-opening
 
1,543 
 
2,215 
 
1,662 
Restaurant impairments, closure costs and asset disposals
 
20,268 
 
8,400 
 
6,164 
Total costs and expenses
 
521,049 
 
508,434 
 
510,312 
Loss from operations
 
(27,778)  
(5,029)  
(832) 
Interest expense, net
 
8,381 
 
4,803 
 
2,445 
Loss before income taxes
 
(36,159)  
(9,832)  
(3,277) 
Provision for income taxes
 
54 
 
24 
 
37 
Net loss
$ 
(36,213) $ 
(9,856) $ 
(3,314) 
Loss per Class A and Class B common stock, combined
Basic
$ 
(0.80) $ 
(0.21) $ 
(0.07) 
Diluted
$ 
(0.80) $ 
(0.21) $ 
(0.07) 
Weighted average Class A and Class B common stock outstanding, combined
Basic
 
45,465,727 
 
45,863,719 
 
45,913,787 
Diluted
 
45,465,727 
 
45,863,719 
 
45,913,787 
See accompanying notes to consolidated financial statements.
Noodles & Company
Consolidated Statements of Operations
(in thousands, except share and per share data)
41

Common Stock(1)
Treasury
 Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Shares
Amount
Shares
Amount
Balance—December 28, 2021
 
48,125,151 
$ 
481 
 
2,423,871 
$ 
(35,000) $ 
207,226 
$ 
(135,074) $ 
37,633 
Stock plan transactions and other
 
339,147 
 
4 
 
— 
 
— 
 
(360)  
— 
 
(356) 
Stock-based compensation expense
 
— 
 
— 
 
— 
 
— 
 
4,401 
 
— 
 
4,401 
Net loss
 
— 
 
— 
 
— 
 
— 
 
— 
 
(3,314)  
(3,314) 
Balance—January 3, 2023
 
48,464,298 
 
485 
 
2,423,871 
 
(35,000)  
211,267 
 
(138,388)  
38,364 
Stock plan transactions and other
 
681,239 
 
6 
 
— 
 
— 
 
(655)  
— 
 
(649) 
Shares repurchased and retired
 
(1,731,952)  
(17)  
— 
 
— 
 
(4,987)  
— 
 
(5,004) 
Stock-based compensation expense
 
— 
 
— 
 
— 
 
— 
 
4,305 
 
— 
 
4,305 
Net loss
 
— 
 
— 
 
— 
 
— 
 
— 
 
(9,856)  
(9,856) 
Balance—January 2, 2024
 
47,413,585 
 
474 
 
2,423,871 
 
(35,000)  
209,930 
 
(148,244)  
27,160 
Stock plan transactions and other
 
748,293 
 
8 
 
— 
 
— 
 
(196)  
— 
 
(188) 
Stock-based compensation expense
 
— 
 
— 
 
— 
 
— 
 
3,662 
 
— 
 
3,662 
Net loss
 
— 
 
— 
 
— 
 
— 
 
— 
 
(36,213)  
(36,213) 
Balance—December 31, 2024
 
48,161,878 
$ 
482 
 
2,423,871 
$ 
(35,000) $ 
213,396 
$ 
(184,457) $ 
(5,579) 
_____________
(1)
Unless otherwise noted, activity relates to Class A common stock.
See accompanying notes to consolidated financial statements.
Noodles & Company
Consolidated Statements of Stockholders’ Equity (Deficit)
(in thousands, except share data)
42
Fiscal Year Ended
December 31,
2024
January 2,
2024
January 3,
2023
Operating activities
Net loss
$ 
(36,213) $ 
(9,856) $ 
(3,314) 
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
 
29,066 
 
26,792 
 
23,268 
Deferred income taxes, net
 
21 
 
26 
 
(40) 
Restaurant impairments, closure costs and asset disposals
 
14,402 
 
3,981 
 
2,261 
Amortization of debt issuance costs
 
606 
 
366 
 
723 
Stock-based compensation
 
3,609 
 
4,235 
 
4,328 
Gain on insurance proceeds received for property damage
 
— 
 
(205)  
— 
Changes in operating assets and liabilities:
Accounts receivable
 
1,086 
 
1,201 
 
(2,576) 
Inventories
 
(702)  
(303)  
(743) 
Prepaid expenses and other assets
 
(280)  
(520)  
1,244 
Accounts payable
 
(1,943)  
2,206 
 
(563) 
Operating lease assets and liabilities
 
(1,466)  
(1,025)  
(5,417) 
Income taxes
 
8 
 
(161)  
(68) 
Accrued expenses and other liabilities
 
(633)  
758 
 
(9,546) 
Net cash provided by operating activities
 
7,561 
 
27,495 
 
9,557 
Investing activities
Purchases of property and equipment
 
(28,767)  
(52,043)  
(33,886) 
Proceeds from restaurant refranchising
 
2,053 
 
— 
 
1,577 
Insurance proceeds received for property damage
 
— 
 
243 
 
— 
Net cash used in investing activities
 
(26,714)  
(51,800)  
(32,309) 
Financing activities
Net borrowings from swing line loan
 
1,820 
 
(9)  
4,781 
Proceeds from borrowings on long-term debt
 
19,000 
 
34,500 
 
53,512 
Payments on long-term debt
 
— 
 
— 
 
(32,850) 
Debt issuance costs
 
(902)  
(690)  
(1,077) 
Payment of finance leases
 
(2,441)  
(2,376)  
(1,990) 
Repurchase of common stock
 
— 
 
(4,981)  
— 
Stock plan transactions and tax withholding on share-based compensation awards
 
(188)  
(649)  
(356) 
Net cash provided by financing activities
 
17,289 
 
25,795 
 
22,020 
Net (decrease) increase in cash and cash equivalents
 
(1,864)  
1,490 
 
(732) 
Cash and cash equivalents
Beginning of year
 
3,013 
 
1,523 
 
2,255 
End of year
$ 
1,149 
$ 
3,013 
$ 
1,523 
See accompanying notes to consolidated financial statements.
Noodles & Company
Consolidated Statements of Cash Flows
(in thousands)
43

1. Business and Summary of Significant Accounting Policies
Business
Noodles & Company (the “Company” or “Noodles & Company”), a Delaware corporation, develops and operates fast-casual 
restaurants that serve globally-inspired noodle and pasta dishes, soups, salads and appetizers. As of December 31, 2024, the 
Company had 371 company-owned restaurants and 92 franchise restaurants in 31 states. The Company operates its business as 
one operating and reportable segment.
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All 
intercompany balances and transactions are eliminated in consolidation. 
Fiscal Year
The Company operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Fiscal years 2024 and 
2023 which ended on December 31, 2024 and January 2, 2024, respectively, each contained 52 weeks. Fiscal year 2022 which 
ended on January 3, 2023 contained 53 weeks. 
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of 
America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of 
revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investment instruments with an initial maturity of three months or less when purchased 
to be cash equivalents. Amounts receivable from credit card processors are converted to cash shortly after the related sales 
transaction and are considered to be cash equivalents because they are both short-term and highly liquid in nature. Amounts 
receivable from credit card processors as of December 31, 2024 and January 2, 2024, which are included in cash and cash 
equivalents, were $0.8 million and $2.4 million, respectively. Additionally, the Company records “book overdrafts” when 
outstanding checks at year end are in excess of cash and cash equivalents. Such book overdrafts are recorded within accounts 
payable in the accompanying Consolidated Balance Sheets and within operating activities in the accompanying Consolidated 
Statements of Cash Flows.
Accounts Receivable
Accounts receivable consists primarily of franchise receivables and vendor rebates, as well as insurance receivables and other 
miscellaneous receivables arising from the normal course of business. The Company believes all amounts to be collectible, 
accordingly, no allowance for doubtful accounts has been recorded as of December 31, 2024 or January 2, 2024. In 2023, the 
Company recognized $0.5 million of bad debt expense. 
Inventories
Inventories consist of food, beverages, supplies and smallwares, and are stated at the lower of cost (first-in, first-out method) or 
net realizable value. Smallwares inventory, which consist of the plates, silverware and cooking utensils used in the restaurants, are 
frequently replaced and are therefore considered current assets. Replacement costs of smallwares inventory are recorded as other 
restaurant operating costs in the Consolidated Statements of Operations and are expensed as incurred. As of December 31, 2024 
and January 2, 2024, smallwares inventory of $6.7 million, was included in the accompanying Consolidated Balance Sheets.
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
44
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Expenditures for major renewals and improvements are 
capitalized, while expenditures for minor replacements and maintenance and repairs are expensed as incurred. Upon retirement or 
disposal of assets, the accounts are relieved of cost and accumulated depreciation and the related gain or loss is reflected in 
earnings. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold 
improvements are amortized over the shorter of the estimated useful life or the lease term, which generally includes option 
periods that are reasonably certain to be exercised. Depreciation and amortization expense on property and equipment, including 
assets recorded as finance leases, was $29.0 million, $26.7 million and $23.2 million in 2024, 2023 and 2022, respectively. 
The estimated useful lives for property and equipment are:
Property and Equipment
Estimated Useful Lives
Leasehold improvements
Shorter of lease term or estimated useful life, not to exceed 
20 years
Furniture and fixtures
3 to 15 years
Equipment
3 to 7 years
The Company capitalizes internal payroll and payroll-related costs directly related to the successful acquisition, development, 
design and construction of its new restaurants. Capitalized internal costs were $0.4 million, $0.5 million and $0.4 million in 2024, 
2023 and 2022, respectively. Interest incurred on funds used to construct company-owned restaurants is capitalized and amortized 
over the estimated useful life of the related assets. Capitalized interest totaled $0.4 million, $0.9 million and $0.6 million in 2024, 
2023 and 2022, respectively.
Goodwill
Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired. Goodwill is not subject to 
amortization, but instead is tested for impairment at least annually (or more often, if necessary) as of the first day of the 
Company’s fourth fiscal quarter. 
Goodwill is evaluated at the level of the Company’s single operating segment, which also represents the Company’s only 
reporting unit. In 2024, 2023 and 2022, the Company performed a qualitative impairment assessment. Under this approach, the 
Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is 
less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. 
The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If after performing the qualitative 
assessment, the Company determines there is less than a 50 percent chance that the fair value of its reporting unit is less than its 
carrying amount, then performing the two-step test is unnecessary. Based on the qualitative assessment performed, management 
did not believe that it is more likely than not that the Company’s goodwill has been impaired.
Based on the Company’s analysis, no impairment charges were recognized on goodwill in 2024, 2023 or 2022. 
Intangibles, net
Intangibles, net consists primarily of reacquired franchise rights and trademarks. The Company amortizes the reacquired franchise 
rights over the remaining contractual terms of the reacquired franchise area development agreements at the time of acquisition, 
which ranged from approximately one year to eight years as of December 31, 2024. Trademark rights are considered indefinite-
lived intangible assets, the carrying value of which are analyzed for impairment at least annually (or more often, if necessary). 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
45

Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment on a regular basis, in addition to whenever events or changes in circumstances 
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the 
carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash 
flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and 
liabilities, generally at the restaurant level. If the assets are determined to be impaired, the amount of impairment recognized is 
measured by the amount by which the carrying amount of the assets exceeds their fair value. Estimates of future cash flows are 
based on the Company’s experience and knowledge of local operations. During 2024, 2023 and 2022, the Company recorded 
impairment charges of certain long-lived assets which are included in restaurant impairments, closure costs and asset disposals in 
the Consolidated Statements of Operations. See Note 6, Restaurant Impairments, Closure Costs and Asset Disposals. Fair value of 
the restaurant assets was determined using Level 3 inputs (as described in Note 5, Fair Value Measurements).
Debt Issuance Costs
Certain fees and costs incurred to obtain long-term financing are capitalized and included as a reduction in the net carrying value 
of long-term debt, net of accumulated amortization. These costs are amortized to interest expense over the term of the related 
debt. When debt is extinguished prior to its maturity date, the amortization of the remaining unamortized debt issuance costs, or 
pro-rata portion thereof, is charged to loss on extinguishment of debt. Debt issuance costs of $2.3 million and $2.0 million, net of 
accumulated amortization, as of December 31, 2024 and January 2, 2024, respectively, are included as a reduction of long-term 
debt in the Consolidated Balance Sheets. 
Self-Insurance Programs
The Company self-insures for health, workers’ compensation, general liability and property damage. Predetermined loss limits 
have been arranged with insurance companies to limit the Company’s per occurrence cash outlay. Estimated costs to settle 
reported claims and incurred but unreported claims for health and workers’ compensation self-insured plans are recorded in 
accrued payroll and benefits and for general liability and property damage in accrued expenses and other liabilities in the 
Consolidated Balance Sheets.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash 
equivalents and accounts receivable. The Company’s cash balances may exceed federally insured limits. Credit card transactions 
at the Company’s restaurants are processed by one service provider. Concentration of credit risk related to accounts receivable are 
limited, as the Company’s receivables are primarily amounts due from franchisees and the Company directly pulls the amounts 
owed from the franchisees bank accounts.
Revenue Recognition
Revenue consists of sales from restaurant operations and franchise royalties and fees. Revenue from the operation of company-
owned restaurants is recognized when sales occur. The Company reports revenue net of sales and use taxes collected from 
customers and remitted to governmental taxing authorities.
Gift Cards
The Company sells gift cards which do not have an expiration date, and it does not deduct non-usage fees from outstanding gift 
card balances. The Company recognizes revenue from gift cards when the gift card is redeemed by the customer or the Company 
determines the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). The determination of 
the gift card breakage rate is based upon Company-specific historical redemption patterns. The Company has determined that 
approximately 15% of gift cards will not be redeemed, which is recognized ratably over the estimated redemption period of the 
gift card, approximately 24 months.
Loyalty Program
The Company operates the Noodles Rewards program, which is primarily a spend-based loyalty program. With each purchase, 
Noodles Rewards members earn loyalty points that can be redeemed for rewards, including free products. Using an estimate of the 
value of reward redemptions, we defer revenue associated with points earned, net of estimated points that will not be redeemed. 
Points generally expire after six months. Revenue is recognized in a future period when the reward points are redeemed.
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
46
Franchise Royalties
Royalties from franchise restaurants are based on a percentage of restaurant revenues and are recognized in the period the related 
franchised restaurants’ sales occur. Development fees and franchise fees, portions of which are collected in advance, are 
nonrefundable. The Company has determined that the initial franchise services are not distinct from the continuing rights or 
services offered during the term of the franchise agreement and should be treated as a single performance obligation; therefore, 
such fees are recognized in income ratably over the term of the related franchise agreement or recognized upon the termination of 
the agreement between the Company and the franchisee. 
As of December 31, 2024, January 2, 2024 and January 3, 2023, there were 92, 90 and 93 franchise restaurants in operation, 
respectively. Franchisees opened three restaurants in 2024, no restaurants in 2023 and three in 2022. Seven franchise restaurants 
closed in 2024, three franchise restaurants closed in 2023 and one closed in 2022. In addition, there were six company-owned 
locations acquired by a franchisee in 2024 and 15 acquired by a franchisee in 2022. 
Sublease Income
The Company records sublease income related to leases for which the Company remains obligated. The Company has entered into 
transactions to sell company-owned restaurants to franchisees. The lease agreements for those restaurants were assigned to the 
franchisee, but in some instances, the Company was not relieved of its primary obligations under the main lease, therefore these 
leases are treated as subleases. The lease income on these locations has been recorded in “Franchising royalties and fees, and 
other” and the offsetting lease expense has been recorded in “Restaurant impairments, closure costs and asset disposals” in the 
Consolidated Statement of Operations.   
Pre-Opening Costs
Pre-opening costs, including rent, wages, benefits and travel for the training and opening teams, food, beverage and other 
restaurant operating costs, are expensed as incurred prior to a restaurant opening for business.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $12.7 million, $10.8 million and $9.3 million in 2024, 2023 
and 2022, respectively. These costs are included in restaurant operating costs, general and administrative expenses and pre-
opening costs based on the nature of the advertising and marketing costs incurred.
Rent
Rent expense for the Company’s leases, which generally have escalating rentals over the term of the lease, is recorded on a 
straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when 
earned and reduce the 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. Some of the Company’s leases include rent escalations based on inflation indexes and fair market 
value adjustments. Certain leases contain contingent rental provisions that include a fixed base rent plus an additional percentage 
of the restaurant’s sales in excess of stipulated amounts. Lease expense associated with rent escalation and contingent rental 
provisions is not material and is included within operating lease cost. Operating lease liabilities are calculated using the prevailing 
index or rate at lease commencement. Subsequent escalations in the index or rate and contingent rental payments are recognized 
as variable lease expenses. Our lease agreements do not contain any material residual value guarantees or material restrictive 
covenants. 
As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the 
information available at commencement date in determining the present value of lease payments.  
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes is accounted for under the asset and liability method. Deferred tax assets and liabilities are 
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of 
existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets 
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those deferred 
amounts are expected to be recovered or settled. Valuation allowances are recorded for deferred tax assets that more likely than 
not will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the 
period that includes the enactment date. The Company’s policy is to recognize interest to be paid on an underpayment of income 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
47

taxes in interest expense and any related statutory penalties in provision (benefit) for income taxes in the Consolidated Statements 
of Operations.
Stock-Based Compensation Expense
Stock-based compensation expense is measured at the grant date based upon the estimated fair value of the portion of the award 
that is ultimately expected to vest and is recognized as expense over the applicable vesting period of the award generally using the 
straight-line method (see Note 9, Stock-Based Compensation for more information).
Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncement
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment 
Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures 
about significant segment expenses and information used to assess segment performance. The Company adopted ASU No. 
2023-07 during the year ended December 31, 2024. See Note 17, Segment Reporting for further detail.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” 
The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and 
disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years 
beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. 
The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related 
disclosures.
In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses (Subtopic 220-40)." The 
ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, 
such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective 
for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. The 
Company is currently evaluating the impact of adopting the new ASU on its consolidated financial statements and related 
disclosures.
2. Supplemental Financial Information
Accounts receivable consist of the following (in thousands):
2024
2023
Delivery program receivables
$ 
1,306 $ 
1,869 
Vendor rebate receivables
 
763  
779 
Franchise receivables(1)
 
1,127  
1,043 
Other receivables
 
862  
1,453 
Accounts receivable
$ 
4,058 $ 
5,144 
_____________________
(1) Franchise receivables include amounts related to equipment purchased in advance at a discount for franchisees.
Prepaid expenses and other assets consist of the following (in thousands):
2024
2023
Prepaid occupancy related costs
$ 
850 $ 
800 
Prepaid insurance
 
950  
928 
Prepaid expenses
 
2,332  
2,127 
Other current assets
 
24  
24 
Prepaid expenses and other assets
$ 
4,156 $ 
3,879 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
48
Property and equipment, net, consist of the following (in thousands):
2024
2023
Leasehold improvements
$ 
230,211 $ 
232,060 
Furniture, fixtures and equipment
 
177,070  
176,872 
Construction in progress
 
4,463  
6,426 
 
411,744  
415,358 
Accumulated depreciation and amortization
 
(274,507)  
(263,182) 
Property and equipment, net
$ 
137,237 $ 
152,176 
Accrued payroll and benefits consist of the following (in thousands):
2024
2023
Accrued payroll and related liabilities
$ 
4,489 $ 
5,205 
Accrued bonus
 
1,405  
698 
Insurance liabilities
 
1,738  
1,866 
Accrued payroll and benefits
$ 
7,632 $ 
7,769 
Accrued expenses and other current liabilities consist of the following (in thousands):
2024
2023
Gift card liability
$ 
2,000 $ 
2,222 
Occupancy related
 
1,926  
1,066 
Utilities
 
1,340  
1,311 
Current portion of finance lease liability
 
1,976  
2,337 
Other restaurant expense accruals
 
1,842  
1,466 
Other corporate expense accruals
 
3,752  
4,548 
Accrued expenses and other current liabilities
$ 
12,836 $ 
12,950 
3. Goodwill and Intangible Assets
The Company had no goodwill impairment charges in 2024, 2023 or 2022. As of December 31, 2024 and January 2, 2024, the 
goodwill balance remained at $7.2 million. 
The following table presents intangible assets subject to amortization as of December 31, 2024 and January 2, 2024, (in 
thousands):
2024
2023
Amortized intangible assets:
Reacquired franchise rights
$ 
933 $ 
933 
Accumulated amortization
 
(692)  
(627) 
Amortized intangible assets, net
 
241  
306 
Non-amortized intangible assets:
Trademark rights
 
254  
232 
Intangibles, net
$ 
495 $ 
538 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
49

The estimated aggregate future amortization expense as of December 31, 2024 is as follows, (in thousands):
2025
$ 
66 
2026
 
52 
2027
 
43 
2028
 
29 
2029
 
16 
Thereafter
 
35 
$ 
241 
No impairment charges were recorded related to non-amortized intangible assets in 2024, 2023 or 2022.
4. Long-Term Debt
Credit Facility
On July 27, 2022, the Company amended and restated the Credit Agreement by entering into the Amended and Restated Credit 
Agreement (as further amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “A&R 
Credit Agreement”), with each other Loan Party (as defined in the A&R Credit Agreement) party thereto, each lender from time 
to time party thereto, and U.S. Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Lender (each as 
defined in the A&R Credit Agreement). The A&R Credit Agreement matures on July 27, 2027. Among other things, the A&R 
Credit Agreement: (i) increased the credit facility from $100.0 million to $125.0 million; (ii) eliminated the term loan and 
principal amortization components of the credit facility; (iii) removed the capital expenditure covenant; (iv) enhanced flexibility 
for certain covenants and restrictions; and (v) lowered the spread within the Company’s cost of borrowing and transitioned from 
LIBOR to SOFR plus a margin of 1.50% to 2.50% per annum, based upon the consolidated total lease-adjusted leverage ratio. In 
connection with the entry into the A&R Credit Agreement, the Company wrote off a portion of the unamortized debt issuance 
costs related to the Credit Agreement in the amount of $0.3 million in 2022. The A&R Credit Agreement is secured by a pledge of 
stock of substantially all of the Company’s subsidiaries and a lien on substantially all of the personal property assets of the 
Company and its subsidiaries.
On December 21, 2023, the Company amended its A&R Credit Agreement by entering into that certain First Amendment to 
Amended and Restated Credit Agreement (the “Amendment”). Among the modifications, the Amendment: (i) increased 
applicable rate ranges (A) with respect to SOFR loans, from 1.50% - 2.50% per annum to 1.75% - 3.00% per annum and (B) with 
respect to base rate loans, from 0.50% - 1.50% per annum to 0.75% - 2.00% per annum, in each case as determined by the 
Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement), (ii) amended the Consolidated 
Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) in order to limit the deduction of capital expenditures to 
“Non-Growth Capital Expenditures”, (iii) added a defined term for “Non-Growth Capital Expenditures” (along with certain 
related definitions), (iv) added a new capital expenditures covenant governing entry into new lease agreements and (v) increased 
the Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) to be no greater than (x) 4.50 to 
1.00 for the period beginning on the last day of the fiscal quarter ending January 2, 2024 until and including the last day of the 
fiscal quarter ending December 30, 2025 and (y) 4.25 to 1.00 for the period beginning on the last day of the fiscal quarter ending 
March 31, 2026 until and including the last day of the fiscal quarter ending September 29, 2026.
On October 29, 2024, the Company amended its A&R Credit Agreement, by entering into that certain Second Amendment to 
Amended and Restated Credit Agreement (the “Second Amendment”). Among the modifications, the Second Amendment: (i) 
increased the maximum applicable rate ranges (A) with respect to SOFR loans, from 1.75% - 3.00% to 1.75% - 3.75% per annum 
and (B) with respect to base rate loans, from 0.75% - 2.00% to 0.75% - 2.75% per annum, in each case as determined by the 
Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement), (ii) conditioned the use of the 
general restricted payment basket on satisfaction of a Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R 
Credit Agreement) of less than or equal to 4.00 to 1.00 and a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R 
Credit Agreement) of greater than or equal to 1.25 to 1.00, (iii)  restricted entry into new lease agreements so long as the 
Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(a) of the Credit 
Agreement is greater than or equal to 4.50 to 1.00, (iv) increased the Consolidated Total Lease Adjusted Leverage Ratio (as 
defined in the A&R Credit Agreement) in Section 7.11(a) of the Credit Agreement to be no greater than (x) 5.50 to 1.00 for the 
fiscal quarter ending on October 1, 2024 until and including the last day of the fiscal quarter ending September 30, 2025 and (y) 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
50
stepping down to (1) 5.25 to 1.00 per annum for the fiscal quarter ending December 30, 2025, (2) 5.00 to 1.00 per annum for the 
fiscal quarters ending March 31, 2026 and June 30, 2026, (3) 4.75 to 1.00 for the fiscal quarters ending September 29, 2026 and 
December 29, 2026 and (4) 4.50 to 1.00 per annum for the fiscal quarter ended March 30, 2027 and thereafter and (v) amended 
the Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(b) of the Credit 
Agreement to be no less than (x) 1.05 to 1.00 for the fiscal quarter ending on October 1, 2024 until and including the last day of 
the fiscal quarter ending September 30, 2025 and (y) stepping up to (1) 1.15 to 1.00 for the fiscal quarters ending December 30, 
2025 and March 31, 2026 and (2) 1.25 to 1.00 for the fiscal quarter ending June 30, 2026 and thereafter.
As of December 31, 2024, the Company had $103.0 million of indebtedness (excluding $2.3 million of unamortized debt issuance 
costs) and $3.0 million of letters of credit outstanding under the A&R Credit Agreement. 
The Company also maintains outstanding letters of credit to secure obligations under its workers’ compensation program and 
certain lease obligations. As of December 31, 2024, the Company was in compliance with all of its debt covenants.
The Company’s revolver, which had a balance of $96.4 million as of December 31, 2024, bore interest at rates between 7.95% to 
10.75% during 2024. The Company’s swingline, which had a balance of $6.6 million as of December 31, 2024, bore interest at 
rates between 10.00% and 10.75% in 2024. The Company recorded interest expense of $8.4 million, $4.8 million and $2.4 million 
for 2024, 2023 and 2022, respectively, of which $0.6 million, $0.4 million and $0.4 million was amortization of debt issuance 
costs in each of the respective years.
5. Fair Value Measurements
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current assets and 
liabilities approximate fair values due to their short-term nature. The carrying amounts of borrowings approximate fair value as 
the line of credit and borrowings vary with market interest rates and negotiated terms and conditions are consistent with current 
market rates. The fair value of the Company’s line of credit borrowings is measured using Level 2 inputs. 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets recognized or disclosed at fair value in the consolidated financial statements on a non-recurring basis include items such as 
leasehold improvements, property and equipment, operating lease assets, goodwill and other intangible assets.  These assets are 
measured at fair value if determined to be impaired or when acquired. Adjustments to the fair value of assets measured at fair 
value on a non-recurring basis as of December 31, 2024 and January 2, 2024, are discussed in Note 6, Restaurant Impairments, 
Closure Costs and Asset Disposals. Assets held for sale are measured at fair value on a non-recurring basis using Level 3 inputs. 
The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the calculation.
Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets 
or liabilities.
Level 2—Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially 
the full term of the asset or liability.
Level 3—Prices or valuation techniques which require inputs that are both significant to the fair value measurement and 
unobservable (i.e., supported by little or no market activity).
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
51

6. Restaurant Impairments, Closure Costs and Asset Disposals
The following table presents restaurant impairments, closure costs and asset disposals for fiscal years 2024, 2023 and 2022 (in 
thousands):
2024
2023
2022
Restaurant impairments(1)
$ 
13,441 $ 
2,987 
$ 
1,362 
Closure costs(1)
 
2,337  
1,198 
 
1,285 
Loss on disposal of assets and other
 
4,490  
4,215 
 
3,517 
Total restaurant impairments, closure costs and asset disposals
$ 
20,268 $ 
8,400 
$ 
6,164 
_____________________
(1)
Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed.
Restaurant Impairments
Impairment is based on management’s current assessment of the expected future cash flows of its company-owned restaurants 
based on recent results and other specific market factors. Impairment expense is a Level 3 fair value measure and is determined by 
comparing the carrying value of restaurant assets to the estimated fair market value of the restaurant assets at resale value.
During 2024, the Company recorded fixed asset impairment on sixteen restaurants and wrote down lease related assets on seven 
restaurants. We performed a detailed review of significantly underperforming restaurants in 2024 and based on this review, 
recorded impairments on certain restaurants that we believed had fair market values below their net book values. Additionally, the 
Company wrote-off its lease related assets on two previously closed restaurants after determining abandonment of its lease on the 
retail space. In 2023, the Company recognized an impairment charge related to the fixed assets on two restaurants and a write-
down of its lease related assets on four restaurants. In 2022, the Company impaired the fixed assets on four restaurants and the 
lease related assets on two restaurants. All periods include ongoing equipment costs for restaurants previously impaired.
Restaurant Closures
Closure costs during 2024, 2023 and 2022 pertain to ongoing costs of restaurants that closed in previous years, as well as costs 
related to the closure of thirteen, six, and five restaurants, respectively. These closure costs were offset by gains of $0.6 million in 
2024 and $0.2 million in 2023 resulting from the adjustments to liabilities as lease terminations occur. Closure costs can also 
include fees from real estate advisors and brokers related to terminations of the leases and charges resulting from final 
adjustments to liabilities as lease terminations occur.
Losses on Disposal of Assets and Other
All periods include asset disposals in the normal course of business and lease related costs and expenses that the Company is still 
obligated for. In 2024, the Company recognized a gain of $0.5 million from the sale of six company-owned restaurants to a new 
franchisee (“DND Sale”). In 2022, the Company also recorded $0.3 million loss from the sale of its fifteen company-owned 
restaurants to a franchisee. Losses on disposal of assets and other in 2023 were partially offset by 0.2 million gain on insurance 
proceeds from property damage.
Sublease Expense
The Company records sublease expense related to leases for which the Company remains obligated. In previous years, the 
Company has entered into transactions to sell company-owned restaurants to franchisees. The lease agreements for those 
restaurants were assigned to the franchisee, but in some instances, the Company was not relieved of its primary obligations under 
the lease, therefore these leases are treated as subleases. The lease income for these restaurants has been recorded in “Franchising 
royalties and fees, and other” and the offsetting lease expense has been recorded in “Restaurant impairments, closure costs and 
asset disposals” in the Consolidated Statement of Operations.   
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
52
7. Income Taxes
The components of the provision (benefit) for income taxes are as follows for 2024, 2023 and 2022 (in thousands):
2024
2023
2022
Current tax provision:
Federal
$ 
— $ 
— $ 
— 
State
 
33  
(2)  
77 
 
33  
(2)  
77 
Deferred tax (benefit) provision:
Federal
 
17  
21  
(27) 
State
 
4  
5  
(13) 
 
21  
26  
(40) 
Total provision for income taxes
$ 
54 $ 
24 $ 
37 
The reconciliation of income tax provision (benefit) that would result from applying the federal statutory rate to pre-tax income as 
shown in the accompanying Consolidated Statements of Operations is as follows for 2024, 2023 and 2022 (in thousands):
2024
2023
2022
Federal income tax benefit at federal rate
$ 
(7,730) 
$ 
(2,065) 
$ 
(688) 
State income tax benefit, net of federal tax
 
(1,793) 
 
(420) 
 
(112) 
Other permanent differences
 
783 
 
629 
 
368 
Tax credits
 
(1,400) 
 
(1,513) 
 
(1,608) 
Change in valuation allowance
 
9,484 
 
3,352 
 
1,558 
Tax rate change
 
74 
 
— 
 
— 
Deferred tax asset write-off
 
630 
 
78 
 
320 
Other items, net
 
6 
 
(37) 
 
199 
Provision for income taxes
$ 
54 
$ 
24 
$ 
37 
Effective income tax rate
 (0.1) %
 (0.2) %
 (1.1) %
The Company’s total deferred tax assets and liabilities are as follows (in thousands):
2024
2023
Deferred tax assets
$ 
118,454 $ 
121,801 
Deferred tax liabilities
 
(58,573)  
(71,383) 
Total deferred tax assets
 
59,881  
50,418 
Valuation allowance
 
(60,157)  
(50,673) 
Net deferred tax liabilities
$ 
(276) $ 
(255) 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
53

Deferred income taxes arise because of the differences in the book and tax bases of certain assets and liabilities. Deferred income 
tax liabilities and assets consist of the following (in thousands):
2024
2023
Deferred tax assets (liabilities):
Loss carry forwards
$ 
47,555 $ 
45,547 
Deferred franchise revenue
 
1,655  
1,968 
Property, equipment and intangible assets
 
(14,479)  
(20,473) 
Stock-based compensation
 
1,197  
1,872 
Tax credit carry forwards
 
10,143  
8,744 
Interest expense
 
3,609  
1,935 
Inventory smallwares
 
(1,754)  
(1,772) 
Other accrued expenses
 
886  
518 
Operating lease assets
 
(42,340)  
(49,138) 
Operating lease liabilities
 
51,739  
59,611 
Other
 
1,670  
1,606 
Total net deferred tax assets 
 
59,881  
50,418 
   Valuation allowance
 
(60,157)  
(50,673) 
Net deferred tax liabilities
$ 
(276) $ 
(255) 
For the year ended December 31, 2024, the Company determined that it was appropriate to maintain a valuation allowance of 
$60.2 million against U.S. deferred tax assets due to uncertainty regarding the realizability of future tax benefits. The previously 
recorded valuation allowance increased during 2023 due to increases in deferred tax assets. The valuation allowance is recorded 
against net deferred tax assets, exclusive of indefinite-lived assets and liabilities. The Company will maintain the remaining 
valuation allowance until there is sufficient evidence to support a full or partial reversal. The reversal of a previously recorded 
valuation allowance will generally result in a benefit to the effective tax rate. 
As of December 31, 2024 and January 2, 2024, net operating loss (“NOL”) carry forwards for federal income tax purposes of 
approximately $184.0 million and $180.0 million, respectively, were available to offset future taxable income. Of these amounts, 
$106.8 million is available to offset future taxable income through 2037 and $77.2 million can be carried forward indefinitely, but 
can only offset 80% of future taxable income. The Internal Revenue Code Section 382 generally limits the utilization of NOLs 
when there is an ownership change. The Company completed an analysis under Section 382 through December 31, 2024 and 
determined that there isn’t a current year limitation on utilization of tax attributes. Prior to the utilization of NOLs in the future, 
the Company will determine whether there are any limitations under Section 382. If such a limitation exists, it is possible that a 
portion of the NOLs may not be available for use before expiration. 
Uncertain tax positions are recognized if it is more likely than not that the Company will be able to sustain the tax position taken, 
and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution 
of the benefit. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file 
income tax returns, as well as all open tax years in these jurisdictions. 
There were no uncertain tax positions for the years ended December 31, 2024 or January 2, 2024. For federal and state income tax 
purposes, the Company’s 2021 through 2023 tax years remain open for examination by the authorities under the normal three year 
statute of limitations. Should the Company utilize any of its U.S. or state NOLs, the tax year to which the original loss relates will 
remain open to examination.
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
54
8. Stockholders’ Equity
Common Stock
The Company has 181,000,000 shares of stock authorized, consisting of 150,000,000 shares of Class A common stock, par value 
$0.01 per share; 30,000,000 shares of Class B common stock, par value $0.01 and 1,000,000 shares of preferred stock, par value 
$0.01 per share. Preferred stock rights are determined by the Company’s Board of Directors when preferred shares are issued. The 
following summarizes the rights of common stock: 
Voting—Shares of Class A common stock and Class B common stock are entitled to one vote per share in all voting matters, with 
the exception that Class B common stock does not vote on the election or removal of directors. 
Conversion—Each share of Class B common stock is convertible, at the option of the holder, into one share of Class A common 
stock.
Dividends—Class A common stock and Class B common stock share equally if a dividend is declared or paid to either class, but 
they do not have rights to any special dividend.
Liquidation, Dissolution or Winding Up—Class A common stock and Class B common stock share equally in distributions in 
liquidation, dissolution or winding up of the corporation.
Share Repurchases
On July 26, 2023, the Company announced a share repurchase program (the “2023 Share Repurchase Program”) of up to 
$5.0 million of the Company’s Class A common stock. Under this program, the Company purchased shares of the Company's 
Class A common stock in the open market. The Company conducted any open market share repurchase activities in compliance 
with the safe harbor provisions of Rule 10b-18 of the Exchange Act. During 2023, the Company repurchased 1,731,952 shares of 
its common stock for approximately $5.0 million in open market transactions at an average price of $2.86 per share. Share 
repurchases were accounted for under the retirement method and all repurchased shares were retired and cancelled. The excess of 
the purchase price over the par value of the shares was recorded as a reduction in additional paid-in capital. The 2023 Share 
Repurchase Program and the remaining diminimus balance was cancelled by the Company’s Board of Directors in the fourth 
quarter of 2023.
9. Stock-Based Compensation
In May of 2023, the Company’s Board of Directors adopted the 2023 Stock Incentive Plan, which was approved at the annual 
meeting of stockholders on May 16, 2023 (the “2023 Plan”). The 2023 Plan authorizes the grant of non-qualified stock options, 
incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance share 
units (“PSUs”) and incentive bonuses to employees, officers, non-employee directors and other service providers, as applicable. 
The Company’s 2013 Stock Incentive Plan, as amended and restated in May of 2013 was terminated. The 2023 Plan is 
administered by the Compensation Committee of the Company’s Board of Directors (the “Board”) or another committee 
designated by the Board, or in the absence of any such committee, the Board itself (the “administrator”). Stock options are granted 
at a price determined by the administrator at an exercise price that is not less than the fair market value of the underlying stock on 
the date of grant. The administrator may also grant SARs and RSUs with terms determined by the administrator in accordance 
with the 2023 Plan. All share-based awards (except for RSUs) granted under the 2023 Plan have a life of ten years. Most awards 
vest ratably over four years; however, some have been granted with different vesting schedules. Of the awards outstanding, none 
have been granted to non-employees (except those granted to non-employee members of the Board of Directors of the Company) 
under the 2023 Plan. In 2022, the Company launched the General Manager (“GM”) Equity program which granted RSUs to top 
performing general managers with a three year cliff vesting. The final grant under the GM Equity program was in the first quarter 
of 2024. At December 31, 2024, approximately 2.7 million share-based awards were available to be granted under the 2023 Plan.
In July of 2024, the Company’s Board of Directors adopted the 2024 Inducement Plan (the “Inducement Plan”). The Inducement 
Plan provides for the potential grant of options, stock appreciation rights, restricted stock and restricted stock units, any of which 
may be performance-based, and for incentive bonuses, which may be paid in cash or stock or a combination thereof, for certain 
newly hired employees. As of December 31, 2024, approximately 355,405 share-based awards were available to be granted under 
the Inducement Plan.
Stock-based compensation expense is generally recognized on a straight-line basis over the service period of the awards. In 2024, 
2023 and 2022, non-cash stock-based compensation expense of $3.7 million, $4.3 million and $4.4 million, respectively, was 
included in general and administrative expense. As of December 31, 2024, there was $5.6 million of unrecognized compensation 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
55

costs related to non-vested share-based compensation arrangements granted under the Plan, which is expected to be recognized 
over 2.6 years.
The Company has estimated forfeiture rates that average 26% based upon the class of employees receiving stock-based 
compensation in its calculation of stock-based compensation expense for the year ended December 31, 2024. These estimates are 
based on historical forfeiture behavior exhibited by employees of the Company.
Stock Options
The estimated fair value of each option granted is calculated using the Black-Scholes option-pricing model. Expected volatilities 
are based on the Company’s historical data and implied volatility. The Company uses historical data to estimate expected 
employee forfeitures of stock options. The expected life of options granted is management’s best estimate using recent and 
expected transactions. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield 
curve in effect at the time of grant. In 2024, the Company granted 250,000 performance-based stock options to its chief executive 
officer, which will vest and become exercisable on the third anniversary of the grant date subject to the achievement of stock price 
target conditions at the end of the three-year performance period. The fair value of each option share was $1.05 at grant date and 
calculated using a Monte Carlo valuation model. The Company did not grant any options in 2023 or 2022.
A summary of aggregate option award activity under the Plan as of December 31, 2024, and changes during the fiscal year then 
ended is presented below:
Awards
Weighted-
Average
Exercise Price
Weighted-Average 
Remaining 
Contractual Term
Aggregate
Intrinsic Value (1)
(in thousands)
Outstanding—January 2, 2024
 
661,826 $ 
12.36 
Granted
 
250,000  
2.51 
Forfeited or expired
 
(460,920)  
20.97 
Exercised
 
—  
— 
Outstanding—December 31, 2024
 
450,906 $ 
6.65 
5.92
$ 
— 
Vested and expected to vest
 
450,906 $ 
6.65 
5.92
$ 
— 
Exercisable as of December 31, 2024
 
200,906 $ 
11.80 
1.86
$ 
— 
_____________
(1)
Aggregate intrinsic value represents the amount by which fair value of the Company’s stock exceeds the exercise price of the option as of December 
31, 2024.  
No option shares vested in 2024. The Company had 34,980 and 57,147 options that vested in  2023 and 2022, respectively. These 
awards had a total estimated fair value of $0.1 million, and $0.3 million at the date of vesting during the fiscal years ended 
January 2, 2024 and January 3, 2023, respectively.
Performance Stock Units
The Company grants PSUs to its executive officers under the Plan. These PSU awards are earned over a three-year performance 
period subject to the achievement of certain target performance conditions. The number of shares eligible to vest ranges from 0%
to 200%, however no share shall vest if the defined minimum targets are not met. During fiscal years 2019 to 2022, PSUs were 
granted based on target performance measures over the Company’s comparable sales growth and Adjusted EBITDA (“Financial 
PSU”). Additionally, during fiscal years 2021 to 2024, the Company also awarded PSUs based on a total shareholder return based 
metric (“TSR”), which compares the stock price of the Company’s shares to a group of peer companies.
Each share of the Financial PSUs has a fair value equal to the Company’s stock price at the date of grant while the fair value of 
each share of TSR is determined using a Monte Carlo valuation model. The Financial PSU stock-based compensation expense is 
recognized during the three-year period and is adjusted for the number of shares that are expected to vest based on the probability 
of achieving the targeted performance measures. Stock-based compensation expense for TSR awards is recognized straight-line 
over the term of the award. PSUs remain unvested until the end of the performance period and through the post-performance 
holding period of three to six months (“vest date”). For TSR awards, there is a mandatory post-vest holding period of one year. 
PSUs are forfeited in the event of termination prior to the vest date. 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
56
The stock-based compensation expense recognized from the PSUs amounted to $0.2 million, $(0.6) million and $0.9 million
during 2024, 2023 and 2022, respectively. In 2023, the Company recorded a reversal of previously recognized compensation costs 
due to forfeitures of $0.3 million related to executive officer departures and $0.5 million reversal due to target performance 
measures not being met. 
Restricted Stock Units
A summary of the status of the Company’s non-vested restricted stock units as of December 31, 2024 and changes during the year 
then ended is presented below: 
Awards
Weighted-
Average
Grant Date Fair Value
Outstanding—January 2, 2024
 
2,838,765 $ 
5.24 
Granted
 
2,202,288  
1.99 
Vested
 
(783,269)  
4.82 
Forfeited
 
(793,827)  
4.51 
Non-vested at December 31, 2024
 
3,463,957 $ 
3.36 
The Company had 783,269, 793,739 and 393062 restricted stock units, including 23368, 167662 and 46949 PSUs, that vested in  
2024, 2023 and 2022, respectively. These units had a total estimated fair value of $1.5 million, $3.4 million and $2.2 million at 
the date of vesting during the fiscal years ended December 31, 2024, January 2, 2024 and January 3, 2023, respectively.
10. (Loss) Earnings Per Share
Basic (loss) earnings per share (“EPS”) is calculated by dividing net (loss) income available to common shareholders by the 
weighted-average number of shares of common stock outstanding during each period. Diluted EPS is calculated using net (loss) 
income available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each 
period. Potentially dilutive securities include shares of common stock underlying stock options and restricted common stock. 
Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion 
of the potential common shares would have an anti-dilutive effect.
The following table sets forth the computations of basic and diluted EPS (in thousands, except share and per share data):
2024
2023
2022
Net loss attributable to common stockholders
$ 
(36,213) $ 
(9,856) $ 
(3,314) 
Shares:
Basic weighted average shares outstanding
 
45,465,727  
45,863,719  
45,913,787 
Effect of dilutive securities
 
—  
—  
— 
Diluted weighted average number of shares outstanding
 
45,465,727  
45,863,719  
45,913,787 
Loss per share:
Basic loss per share
$ 
(0.80) $ 
(0.21) $ 
(0.07) 
Diluted loss per share
$ 
(0.80) $ 
(0.21) $ 
(0.07) 
The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the 
period. Potential common shares are excluded from the computation of diluted earnings per share when the effect would be anti-
dilutive. Shares issuable on the vesting or exercise of share-based awards or exercise of outstanding warrants were excluded from 
the calculation of diluted loss per share because the effect of their inclusion would have been anti-dilutive totaled 3,770,218, 
3,458,622 and 2,402,238 for 2024, 2023 and 2022, respectively.
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
57

11. Employee Benefit Plans
Defined Contribution Plan
In October 2003, the Company adopted a defined contribution plan, The Noodles & Company 401(k) Plan (the “401(k) Plan”). 
Company employees aged 21 or older, are eligible to participate in the 401(k) Plan beginning on the first day of the calendar 
month following 30 days of employment. Under the provisions of the 401(k) Plan, the Company may, at its discretion, make 
contributions to the 401(k) Plan. Participants are 100% vested in their own contributions. In 2019, the board of directors 
authorized matching contributions equal to 25% of the first 4% of compensation that is deferred by the participant. The Company 
recognized matching contribution expense of $0.4 million in each of the fiscal years 2024, 2023 and 2022, respectively. 
Deferred Compensation Plan
The Company’s deferred compensation plan, under which compensation deferrals began in 2013, is a non-qualified deferred 
compensation plan which allows highly compensated employees to defer a portion of their base salary and variable compensation, 
including 401(k) refund, each plan year. To offset its obligation, the Company holds a portfolio of mutual funds in a Rabbi Trust. 
As of December 31, 2024 and January 2, 2024, $1.2 million and $1.2 million, respectively, were included in other assets, net, 
which represents the value of the mutual funds, and $1.2 million and $1.2 million, respectively, were included in accrued 
expenses and other current liabilities and other long-term liabilities, which represents the carrying value of the liability for 
deferred compensation. 
Employee Stock Purchase Plan
In 2013, the Company adopted an Employee Stock Purchase Plan (the “ESPP”) under which eligible team members may 
voluntarily contribute up to 15% of their salaries, subject to limitations, to purchase common stock at a price equal to 85% of the 
fair market value of a share of the Company’s common stock on the first day of each offering period or 85% of the fair market 
value of a share of the Company’s common stock on the last day of each offering period, whichever amount is less. In general, all 
non-highly compensated employees who have been employed by the Company for at least 30 days prior to the offering period and 
who are regularly scheduled to work more than 20 hours per week and for more than five months in any calendar year, are eligible 
to participate in the ESPP which operates in-line with the Company’s fiscal quarters. A total of 750,000 shares of common stock 
are available for issuance under the ESPP. The Company has issued a total of 489,989 shares under this plan, of which 151,403 
shares were issued during 2024. A total of 260,011 shares remain available for future issuance. For 2024, in accordance with the 
guidance for accounting for stock compensation, the Company estimated the fair value of the stock purchase plan using the Black-
Scholes multiple-option pricing model. The average assumptions used in the model included a 4.41% risk-free interest rate; 0.25 
years expected life; expected volatility of 77.4%; and a zero percent dividend yield. The weighted average fair value per share at 
grant date was $0.26. In 2024, the Company recognized $43,000 of compensation expense related to the ESPP.
12. Leases
The Company leases restaurant facilities, office space and certain equipment that expire on various dates through September 
2043. Lease terms for restaurants in traditional shopping centers generally include a base term of 10 years, with options to extend 
these leases for additional periods of five to 15 years. 
The Company’s leases typically contain rent escalations over the lease term. The Company recognizes 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 the 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. Total rent expense for operating leases for 2024, 2023 and 2022 was approximately $39.4 million, 
$39.2 million and $38.5 million, respectively.
Some of the Company’s leases include rent escalations based on inflation indexes and fair market value adjustments. Certain 
leases contain contingent rental provisions that include a fixed base rent plus an additional percentage of the restaurant’s sales in 
excess of stipulated amounts. Lease expense associated with rent escalation and contingent rental provisions is not material and is 
included within operating lease cost. Operating lease liabilities are calculated using the prevailing index or rate at lease 
commencement. Subsequent escalations in the index or rate and contingent rental payments are recognized as variable lease 
expenses. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. 
The Company elected the practical expedient to account for lease and non-lease components as a single component for 
substantially all lease types.
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
58
As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the 
information available at commencement date in determining the present value of lease payments.  
Changes in the market trend of the trade area affected certain of our restaurant operating results and the underlying asset values of 
the restaurant lease. The Company recorded right-of-use asset impairment charges, which reduced the carrying value of operating 
lease assets to their respective estimated fair value by $1.7 million, $1.6 million, and $0.2 million in 2024, 2023 and 2022 
respectively.
Supplemental balance sheet information related to leases is as follows (in thousands):
Classification
2024
2023
Assets
Operating
Operating lease assets, net 
$ 
157,821 $ 
183,857 
Finance
Property and equipment
 
3,807  
3,440 
Total leased assets
$ 
161,628 $ 
187,297 
Liabilities
Current lease liabilities
Operating
Current operating lease liabilities
$ 
32,055 $ 
30,104 
Finance
Accrued expenses and other current 
liabilities
 
1,976  
2,337 
Long-term lease liabilities
Operating
Long-term operating lease liabilities
 
156,723  
186,285 
Finance
Other long-term liabilities
 
2,014  
1,469 
Total lease liabilities
$ 
192,768 $ 
220,195 
The components of lease costs are as follows (in thousands):
Year Ended
Year Ended
Year Ended
Classification
December 31, 2024
January 2, 2024
January 3, 2023
Operating lease cost
Occupancy, other restaurant 
operating costs, general and 
administrative expenses, and 
pre-opening costs
$ 
39,416 $ 
39,192 $ 
38,514 
Closure costs, loss on disposals 
and other
 
2,833  
2,929  
3,071 
Finance lease cost
Amortization of lease 
assets
Depreciation and amortization
 
2,243  
2,270  
2,250 
Interest on lease 
liabilities
Interest expense, net
 
186  
297  
401 
 
44,678  
44,688  
44,236 
Sublease income
Franchising royalties and fees, 
and other
 
(3,094)  
(3,087)  
(3,242) 
Total lease cost, net
$ 
41,584 $ 
41,601 $ 
40,994 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
59

Future minimum lease payments required under existing leases as of December 31, 2024 are as follows (in thousands):
Operating Leases
Finance Leases
Total
2025
$ 
41,241 $ 
2,158 $ 
43,399 
2026
 
41,151  
1,094  
42,245 
2027
 
36,519  
973  
37,492 
2028
 
30,454  
72  
30,526 
2029
 
24,945  
34  
24,979 
Thereafter
 
76,999  
27  
77,026 
Total lease payments
 
251,309  
4,358  
255,667 
Less: Imputed interest
 
62,531  
368  
62,899 
Present value of lease liabilities
$ 
188,778 $ 
3,990 $ 
192,768 
Operating lease payments include $66.7 million related to options to extend lease terms that are reasonably certain of being 
exercised and exclude $1.1 million of legally binding minimum lease payments for leases signed but not yet commenced.
Lease term and discount rate are as follows:
December 31, 2024
January 2, 2024
Weighted average remaining lease term (years):
Operating
7.8
8.3
Finance
2.5
2.0
Weighted average discount rate:
Operating
 8.0 %
 8.0 %
Finance
 7.2 %
 6.5 %
Supplemental disclosures of cash flow information related to leases are as follows (in thousands):
Cash paid for lease liabilities:
2024
2023
Operating leases
$ 
43,643 $ 
42,731 
Finance leases
 
2,626  
2,672 
$ 
46,269 $ 
45,403 
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases
$ 
3,978 $ 
27,385 
Finance leases
 
2,639  
462 
$ 
6,617 $ 
27,847 
13. Supplemental Disclosures to Consolidated Statements of Cash Flows
The following table presents the supplemental disclosures to the Consolidated Statements of Cash Flows for 2024, 2023 and 2022 
(in thousands):
2024
2023
2022
Interest paid (net of amounts capitalized)
$ 
7,497 $ 
3,975 $ 
1,500 
Income taxes paid
 
25  
158  
123 
Purchases of property and equipment accrued in accounts payable
 
2,091  
4,853  
5,640 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
60
14. Commitments and Contingencies
In the normal course of business, the Company is subject to other proceedings, lawsuits and claims. Such matters are subject to 
many uncertainties, and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the 
ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of December 31, 2024. These 
matters could affect the operating results of any one financial reporting period when resolved in future periods. The Company 
believes that an unfavorable outcome with respect to these matters is remote or a potential range of loss is not material to its 
consolidated financial statements. Significant increases in the number of these claims, or one or more successful claims that result 
in greater liabilities than the Company currently anticipates, could materially and adversely affect its business, financial condition, 
results of operations or cash flows.
15. Related Party Transactions
Securities Purchase Agreement
Under the securities purchase agreement with Mill Road Capital II, L.P. (“Mill Road”), if at any time Mill Road owns 10.0% or 
more of our outstanding common stock, Mill Road has the right to designate one nominee for election to our Board of Directors. 
If Mill Road’s ownership level falls below 10.0% of our outstanding common stock, Mill Road will no longer have a right to 
designate a nominee. As of December 31, 2024, Mill Road continues to have holdings above the parameters in the agreement and 
Thomas Lynch of Mill Road is a member of the Company’s Board of Directors. 
Support Agreement
On June 6, 2024, the Company entered into a Support Agreement (the “Support Agreement”) with Hoak & Co, James M. Hoak, 
Jr., J. Hale Hoak, Hoak Public Equities, L.P., Zierk Family 2010 Irrevocable Trust and Hoak Fund Management, L.P. 
(collectively, “Hoak”) and Britain Peakes. Pursuant to the Support Agreement the Company agreed to appoint Britain Peakes (the 
“Appointee”) to the Company’s Board of Directors as a Class III director. The Support Agreement also includes, among other 
provisions, certain standstill and voting commitments by Hoak. The standstill period shall extend until the later of (x) 12:01 a.m. 
on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders 
and (y) thirty days after the date that the Appointee ceases to serve as a director. If the Appointee is not elected to the Board of 
Directors at the Company’s 2025 annual meeting of stockholders, the standstill and voting requirements will terminate. If the 
Company notifies Hoak in writing at least ten business days prior to the expiration of the standstill period that it intends to 
nominate Appointee as a director for election at the Company’s 2026 annual meeting of stockholders, the standstill restrictions 
will extend until prior to the 2027 annual meeting, unless the Appointee is not elected at such 2026 annual meeting. The Company 
has agreed that unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or 
its stockholders and/or (y) Hoak’s net long ownership position is less than 9.0% of the Company’s then outstanding shares of 
common stock as of any date between the date of the Support Agreement and the filing of the proxy statement for the 2025 annual 
meeting of stockholders, it will recommend for election, and solicit proxies for the election of the Appointee at the 2025 annual 
meeting of stockholders. Hoak’s ownership percentage was never less than the 9.0% threshold during the relevant period. 
16. Revenue Recognition
Gift Cards
As of December 31, 2024 and January 2, 2024, the current portion of the gift card liability, $2.0 million and $2.2 million, 
respectively, is included in accrued expenses and other current liabilities, and the long-term portion, $1.0 million, is included in 
other long-term liabilities in the Consolidated Balance Sheets.
Revenue recognized in the Consolidated Statements of Operations for the redemption of gift cards was $2.6 million, $2.8 million 
and $3.4 million in 2024, 2023 and 2022, respectively. The Company recognized gift card breakage in restaurant revenue of 
approximately $0.4 million, $0.3 million and $0.5 million in 2024, 2023 and 2022, respectively. 
Franchise Fees
Initial fees received from franchisees are recognized as revenue over the term of each respective franchise agreement, which is 
typically 20 years. The Company recognized revenue of $0.3 million, $0.2 million and $0.1 million in 2024, 2023 and 2022, 
respectively related to initial fees from franchisees that were included in the contract liability balance at the beginning of the year. 
The Company expects to recognize approximately $0.1 million each fiscal year through fiscal 2029 and approximately $0.6 
million thereafter related to performance obligations that are unsatisfied as of December 31, 2024.
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
61

Loyalty Program
The Company operates the Noodles Rewards program, which is primarily a spend-based loyalty program. With each purchase, 
Noodles Rewards members earn loyalty points that can be redeemed for rewards, including free products. Using an estimate of the 
value of reward redemptions, we defer revenue associated with points earned, net of estimated points that will not be redeemed. 
Points generally expire after six months. Revenue is recognized in a future period when the reward points are redeemed. Deferred 
revenue related to the rewards was $1.0 million and $0.9 million as of December 31, 2024 and January 2, 2024, respectively, and 
was included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.
17. Segment Reporting
The Company’s Chief Operating Decision Maker (“CODM”) is the senior executive team that includes the Chief Executive 
Officer, the Chief Financial Officer and the Chief Operating Officer. The Company has one reportable operating segment. The 
reportable operating segment is comprised of one operating segment, which has been aggregated to a single operating segment in 
consideration of the aggregation criteria set forth in ASC 280. The one reportable segment derives its revenue from company-
owned restaurants and franchise owned restaurants. No guest accounts for 10% or more of the Company’s revenues. The 
Company’s CODM uses income (loss) from operations to evaluate performance and make key operating decisions, such as 
deciding the rate at which we invest resources into the segment. 
The following table presents selected financial information with respect to our single reportable segment regularly reviewed by 
our CODM for 2024, 2023 and 2022 (in thousands):
2024
2023
2022
Revenue:
Restaurant revenue
$ 
483,097 $ 
492,648 $ 
498,359 
Franchising royalties and fees, and other
 
10,174  
10,757  
11,121 
Total segment revenue
 
493,271  
503,405  
509,480 
Less:
Cost of sales
 
123,692  
124,102  
137,859 
Labor
 
154,258  
157,608  
155,023 
Occupancy
 
46,366  
45,925  
45,213 
Other restaurant operating costs
 
95,032  
91,559  
91,220 
General and administrative
 
50,824  
51,833  
49,903 
Depreciation and amortization
 
29,066  
26,792  
23,268 
Pre-opening
 
1,543  
2,215  
1,662 
Restaurant impairments, closure costs and asset disposals
 
20,268  
8,400  
6,164 
Total segment expenses
 
521,049  
508,434  
510,312 
Segment loss from operations
$ 
(27,778) $ 
(5,029) $ 
(832) 
Reconciliation:
Interest expense, net
 
8,381  
4,803  
2,445 
Consolidated loss before income taxes
$ 
(36,159) $ 
(9,832) $ 
(3,277) 
December 31,
2024
January 2,
2024
Other segment disclosures (in thousands):
Total long-lived assets (1)
$ 
295,058 $ 
336,033 
Total assets
$ 
324,648 $ 
368,095 
_____________________
(1)
Long-lived assets include the Company’s property and equipment and operating lease assets presented in the Consolidated Balance Sheets. 
NOODLES & COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
62
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Noodles & Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Noodles & Company (the Company) as of December 31, 2024 
and January 2, 2024, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of 
the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated 
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial 
position of the Company at December 31, 2024 and January 2, 2024, and the results of its operations and its cash flows for each 
of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. 
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the 
Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company 
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in 
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange 
Commission and the PCAOB. 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error 
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial 
reporting.  As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for 
the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, 
we express no such opinion. 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to 
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, 
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting 
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial 
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was 
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are 
material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The 
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as 
a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit 
matter or on the accounts or disclosures to which it relates.
63

Impairment of long-lived assets
Description of the Matter
As more fully described in Note 1 and Note 6 to the consolidated financial 
statements, during the year ended December 31, 2024, the Company recorded 
impairment charges of $13.4 million related to its restaurants. The Company 
evaluates its long-lived assets for impairment whenever events or changes 
indicate that the carrying amount of an asset may not be recoverable. 
Management groups and evaluates long-lived assets for impairment at the 
individual restaurant level, which is the lowest level at which independent 
identifiable cash flows are available. The Company estimates the future 
undiscounted cash flows expected to be generated by the assets and compares 
those estimates to the carrying value of the related assets. If the assets are 
determined to be impaired, they are written down to their fair values.  
When indicators of impairment were identified, auditing the Company’s long-
lived asset impairment analyses involved subjective auditor judgment in 
evaluating the expected restaurant revenues included in the future 
undiscounted cash flows. This assumption is subjective in nature and is 
affected by expectations about future market conditions for a given store.
How We Addressed the Matter in Our Audit
To test the significant assumption described above, our audit procedures 
included, among others, comparing estimated revenue trends to historical 
results for similar restaurants and evaluating current trends by restaurant and 
testing the data used in the calculations for completeness and accuracy. We 
inquired of the Company’s management to understand the business initiatives 
supporting the revenue assumption in the future cash flows. We performed a 
sensitivity analysis of the forecasted restaurant revenues to evaluate the 
change in future undiscounted cash flow estimates that would result from 
changes in the assumption.
/s/ Ernst & Young LLP 
We have served as the Company’s auditor since 2009.
Denver, Colorado
March 7, 2025
64
ITEM 9. 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. 
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and 
Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in 
Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief 
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end 
of the period covered by this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that 
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Noodles & Company is responsible for establishing and maintaining adequate internal control over financial 
reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the 
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting 
principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies 
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions 
and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation 
of financial statements in accordance with accounting principles generally accepted in the United State of America, and that our 
receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) 
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets 
that could have a material effect on our financial statements.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial 
Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 
based on the criteria in “Internal Control - Integrated Framework (the 2013 framework)” issued by the Committee of Sponsoring 
Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management concluded that our internal 
control over financial reporting was effective as of December 31, 2024. 
Attestation Report of the Independent Registered Public Accounting Firm
Our independent registered public accounting firm, Ernst & Young LLP, is not required to issue an attestation report on the 
effectiveness of our internal control over financial reporting as of December 31, 2024. 
 
 
 
65

ITEM 9B. 
Other Information
Director and Executive Officer Trading
During the quarter ended December 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 
trading arrangements (as defined in Item 408 of Regulation S-K).
ITEM 9C. 
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
ITEM 10. 
Directors, Executive Officers and Corporate Governance
We have adopted a Code of Business Conduct and Ethics that applies to our directors and a Code of Business Conduct and Ethics 
that applies to our officers and employees (collectively, the “Codes”), including our principal executive, financial and accounting 
officers, and persons performing similar functions. These Codes are published on our corporate governance website located at 
investor.noodles.com/corporate-governance.cfm. We intend to disclose certain future amendments to provisions of our Codes, or 
waivers of provisions of the Codes granted to executive officers and directors, on the website within four business days following 
the date of such amendment or waiver. 
The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal No. 1 - 
Election of Directors,” “Delinquent Section 16(a) Report,” “Executive Officers,” “Board Committees—Policy Regarding 
Stockholder Recommendations,” “Insider Trading Policy,” and “Board Committees—Audit Committee” in our definitive Proxy 
Statement for the Annual Meeting of Stockholders to be held on May 14, 2025 (the “Proxy Statement”).
ITEM 11. 
Executive Compensation
The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director 
Compensation” and “Board Committees—Compensation Committee Interlocks and Insider Participation” in the Proxy Statement. 
ITEM 12. 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the sections entitled “Equity Compensation Plan 
Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
ITEM 13. 
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the sections entitled “Transactions with Related Persons” 
and “Directors and Corporate Governance—Board Independence” in the Proxy Statement. 
ITEM 14. 
Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the section entitled “Proposal No. 3 - Ratification of 
Appointment of Independent Registered Public Accounting Firm for 2025” in the Proxy Statement.
 
 
 
66
PART IV
ITEM 15. 
Exhibits, Financial Statement Schedules
1.
Our Consolidated Financial Statements and Notes thereto are included in Item 8, “Financial Statements and 
Supplementary Data,” of this Annual Report on Form 10-K. 
2.
All financial schedules have been omitted either because they are not applicable or because the required information is 
provided in our Consolidated Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 
10-K.
3.
The Index to Exhibits is incorporated herein by reference and is filed as part of this 10-K.
 
 
 
67

EXHIBITS   
Description of Exhibit Incorporated Herein by Reference
Exhibit 
Number
Exhibit Description
Form
File No.
Filing Date
Exhibit 
Number
Filed 
Herewith
3.1
Amended and Restated Certificate 
of Incorporation
S-1
333-192402
November 
19, 2013
3.1
3.2
Second Amended and Restated 
Bylaws
8-K
001-35987
August 24, 
2015
3.1
4.1
Specimen Stock Certificate
S-1/A
333-188783
June 17, 
2013
4.1
4.2
Certificate of Designations for 
Series A Convertible Preferred 
Stock
8-K
001-35987
February 9, 
2017
4.1
4.3
Form of Warrant to Purchase Class 
A Common Stock
8-K
001-35987
February 9, 
2017
4.2
4.4
Description of Securities
10-K
001-35987
February 
26, 2021
4.4
10.1
Noodles & Company Amended and 
Restated 2010 Stock Incentive Plan
S-1/A
333-188783
June 17, 
2013
10.1
10.2
Noodles & Company 2013 
Employee Stock Purchase Plan
S-1/A
333-188783
June 17, 
2013
10.2
10.3
Amended and Restated Credit 
Agreement dated July 27, 2022, by 
and among Noodles & Company, 
each of the Guarantors signatory 
thereto, U.S. Bank National 
Association, as Administrative 
Agent, L/C Issuer and Swing Line 
Issuer and the lenders signatory 
thereto
8-K
001-35987
July 27, 
2022
10.1
10.4
First Amendment to Amended and 
Restated Credit Agreement, dated 
as of December 21, 2023, by and 
among Noodles & Company, each 
of the Guarantors signatory thereto, 
U.S. Bank National Association, as 
Administrative Agent, L/C Issuer 
and Swing Line Issuer and the 
lenders signatory thereto
8-K
001-35987
December 
26, 2023
10.1
10.5
Second Amendment to Amended 
and Restated Credit Agreement, 
dated as of October 29, 2024, by 
and among Noodles & Company, 
each of the Guarantors signatory 
thereto, U.S. Bank National 
Association, as Administrative 
Agent, L/C Issuer and Swing Line 
Issuer and the lenders signatory 
thereto
8-K
001-35987
October 30, 
2024
10.1
10.6
Security Agreement, dated May 9, 
2018, by and between Noodles & 
Company and U.S. Bank National 
Association, as administrative 
agent
10-Q
001-35987
May 11, 
2018
10.2
10.7
Pledge Agreement, dated May 9, 
2018, by and between Noodles & 
Company and U.S. Bank National 
Association, as administrative 
agent
10-Q
001-35987
May 11, 
2018
10.3
10.8
Form of Indemnification 
Agreement by and between 
Noodles & Company and each of 
its directors
S-1/A
333-188783
June 17, 
2013
10.15
10.9
Form of Area Development 
Agreement
10-K
001-35987
February 
24, 2015
10.9
 
 
 
68
10.10
Form of Franchise Agreement
10-K
001-35987
February 
24, 2015
10.10
10.11*
Form of Stock Option Agreement 
(Nonqualified Stock Options)
10-Q
001-35987
November 
9, 2017
10.7
10.12*
Form of Restricted Stock Unit 
Agreement
10-Q
001-35987
November 
9, 2017
10.8
10.13*
Form of Restricted Stock Unit 
Agreement for Nonemployee 
Directors
10-Q
001-35987
November 
9, 2017
10.9
10.14*
The Executive Nonqualified 
“Excess” Plan Adoption 
Agreement, adopted by Noodles & 
Company on May 16, 2013
S-1/A
333-188783
June 17, 
2013
10.22
10.15
Letter Agreement, dated February 
15, 2017, between Noodles & 
Company and Mill Road Capital 
Management LLC
8-K
001-35987
March 14, 
2017
10.2
10.16
Securities Purchase Agreement, 
dated March 13, 2017, between 
Noodles & Company and Mill 
Road Capital Management LLC
8-K
001-35987
March 14, 
2017
10.1
10.17*
Amended and Restated Noodles & 
Company Compensation Plan for 
Non-Employee Directors, dated 
December 12, 2018
10-K
001-35987
March 15, 
2019
10.34
10.18*
Compensation Plan for Non-
Employee Directors Amended and 
Restated September 19, 2019
10-Q
001-35987
June 17, 
2020
10.2
10.19*
Form of 2020 Performance 
Restricted Stock Unit Agreement
10-K
001-35987
February 
26, 2020
10.35
10.20*
Employment Agreement, dated 
October 27, 2020, between 
Noodles & Company and Brad 
West
10-Q
001-35987
October 29, 
2020
10.2
10.21*
Form of 2021 Performance 
Restricted Stock Unit Agreement
10-Q
001-35987
April 30, 
2021
10.1
10.22*
Employment Agreement, dated 
August 2, 2021, between Noodles 
& Company and Kathy Lockhart
10-Q
001-35987
August 4, 
2021
10.1
10.23*
Employment Agreement, dated 
July 30, 2021, between Noodles & 
Company and Corey Kline
10-Q
001-35987
August 4, 
2021
10.3
10.24*
Form of 2019 Performance 
Restricted Stock Unit Agreement
10-K
001-35987
February 
24, 2022
10.40
10.25*
Form of 2022 Performance 
Restricted Stock Unit Agreement
10-Q
001-35987
April 28, 
2022
10.1
10.26*
Form of Restricted Stock Unit 
Agreement for General Manager 
Equity Partner Plan
10-Q
001-35987
November 
4, 2022
10.1
10.27*
Form of 2023 Restricted Stock 
Unit Agreement
10-Q
001-35987
May 11, 
2023
10.1
10.28*
Form of 2023 Performance 
Restricted Stock Unit Agreement
10-Q
001-35987
May 11, 
2023
10.2
10.29*
Form of 2023 Restricted Stock 
Unit Agreement For General 
Manager Equity Partner Plan
10-Q
001-35987
May 11, 
2023
10.3
10.30*
Compensation Plan for Non-
employee Directors, Amended and 
Restated May 15, 2023
10-Q
001-35987
August 10, 
2023
10.1
10.31*
Noodles & Company 2023 Stock 
Incentive Plan
S-8
333-272120
May 22, 
2023
99.1
10.32*
Mike Hynes Employment 
Agreement
8-K
001-35987
June 26, 
2023
10.1
 
 
 
69

10.33*
Mike Hynes Offer Letter
8-K
001-35987
June 26, 
2023
10.2
10.34*
Drew Madsen Offer Letter
8-K
001-35987
November 
13, 2023
10.1
10.35*
Restricted Stock Unit Agreement, 
dated November 9, 2023, between 
Noodles & Company and Drew 
Madsen
8-K
001-35987
November 
13, 2023
10.2
10.36*
Form of 2024 Restricted Stock 
Unit Agreement For General 
Manager Equity Partner Plan
10-Q
001-35987
May 09, 
2024
10.1
10.37*
Madsen Employment Agreement
8-K
001-35987
March 07, 
2024
10.1
10.38*
Stock Option Agreement 
(Nonqualified Stock Options), 
dated March 6, 2024, between 
Noodles & Company and Drew 
Madsen
8-K
001-35987
March 07, 
2024
10.2
10.39*
Restricted Stock Unit Agreement, 
dated March 6, 2024, between 
Noodles & Company and Drew 
Madsen
8-K
001-35987
March 07, 
2024
10.3
10.40*
Performance Stock Unit 
Agreement, dated March 6, 2024, 
between Noodles & Company and 
Drew Madsen
8-K
001-35987
March 07, 
2024
10.4
10.41*
Form of 2024 Restricted Stock 
Unit Agreement
10-Q
001-35987
August 08, 
2024
10.1
10.42*
Form of 2024 Performance 
Restricted Stock Unit Agreement
10-Q
001-35987
August 08, 
2024
10.2
10.43*
Form of 2024 Restricted Stock 
Unit Agreement for Non-Employee 
Directors
10-Q
001-35987
August 08, 
2024
10.3
10.44*
Employment Agreement, dated 
June 10, 2024, between Noodles & 
Company and Scott Davis
10-Q
001-35987
August 08, 
2024
10.4
10.45
Support Agreement dated June 6, 
2024, between Noodles & 
Company and Hoak & Co, James 
M. Hoak, Jr., J. Hale Hoak, Hoak 
Public Equities, L.P., Zierk Family 
2010 Irrevocable Trust and Hoak 
Fund Management, L.P. and 
Britain Peakes
8-K
001-35987
June 11, 
2024
10.1
10.46*
Transition Services and Separation 
Agreement between Noodles & 
Company and Brad West dated 
September 10, 2024
8-K
001-35987
September 
11, 2024
10.1
10.47*
Separation Agreement between 
Noodles & Company and Melissa 
Heidman dated June 18, 2024
8-K
001-35987
June 25, 
2024
10.1
10.48*
Employment agreement dated 
February 12, 2025, between 
Noodles & Company and Joseph 
Christina
8-K
001-35987
February 
19, 2025
10.1
10.49*
Joseph Christina Offer Letter
X
19.1
Insider Trading Policy
X
21.1
List of Subsidiaries of Noodles & 
Company
X
23.1
Consent of Ernst & Young LLP
X
24.1
Power of Attorney (included on 
signature page of this report)
X
31.1
Certification of Principal Executive 
Officer pursuant to Section 302 of 
the Sarbanes-Oxley Act of 2002
X
 
 
 
70
31.2
Certification of Principal Financial 
Officer pursuant to Section 302 of 
the Sarbanes-Oxley Act of 2002
X
32.1
Certification of Chief Executive 
Officer and Chief Financial Officer 
Section 906 of the Sarbanes-Oxley 
Act of 2002
X
97.1
Noodles & Company Dodd-Frank 
Clawback Policy
10-K
001-35987
March 08, 
2024
97.1
101.INS
Inline XBRL Instance Document - 
the instance document does not 
appear in the Interactive Data File 
because its XBRL tags are 
embedded within the Inline XBRL 
document
X
101.SCH
Inline XBRL Taxonomy Extension 
Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension 
Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension 
Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension 
Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension 
Presentation Linkbase Document
X
104
Cover Page Interactive Data File 
(formatted as Inline XBRL and 
contained in Exhibit 101)
X
_____________
* Management contract or compensatory plan or arrangement.
 
 
 
71

ITEM 16. 
Form 10-K Summary.
None.
 
 
 
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on March 7, 2025.
NOODLES & COMPANY
By: /s/ DREW MADSEN
Drew Madsen
Chief Executive Officer
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Kathy Lockhart as 
such person’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in 
such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, 
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting 
unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and 
necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, 
hereby ratifying and confirming all that said attorney-in-fact and agent or their or such person’s substitute or substitutes, may 
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf 
of the registrant and in the capacities and on the dates indicated.
 
 
 
73

Signature
Title
Date
/s/ DREW MADSEN
Drew Madsen
Director, Chief Executive Officer
(principal executive officer)
March 7, 2025
/s/ MIKE HYNES
Mike Hynes
Chief Financial Officer
(principal financial officer)
March 7, 2025
/s/ KATHY LOCKHART
Kathy Lockhart
Chief Accounting Officer
(principal accounting officer)
March 7, 2025
/s/ JEFFREY JONES
Jeffrey Jones
Chairman
March 7, 2025
/s/ ROBERT HARTNETT
Robert Hartnett
Director
March 7, 2025
/s/ MARY EGAN
Mary Egan
Director
March 7, 2025
/s/ THOMAS LYNCH
Thomas Lynch
Director
March 7, 2025
/s/ BRITAIN PEAKES
Britain Peakes
Director
March 7, 2025
/s/ ELISA SCHREIBER
Elisa Schreiber
Director
March 7, 2025
/s/ SHAWN TAYLOR
Shawn Taylor
Director
March 7, 2025
 
 
 
74