2019 Annual Report 2019 Annual Report 2019 Annual Report POTBELLY CORPORATION POTBELLY CORPORATION POTBELLY CORPORATION 2 2 2 0 0 0 1 1 1 9 9 A A N N N N U U A A L L 9 A N N U A L R E P O R T R R E E P P O O R R T T P P O O T T B B E E L L L L Y Y P O T B E L L Y C O R P O R A T O N I C C O O R R P P O O R R A A T T I I O O N N 2019 CEO Letter to Potbelly Shareholders Dear Potbelly Shareholders, While the intent of any annual shareholder letter is to review last year, I need to acknowledge that the world has changed significantly in the last few months. Our number one priority has shifted substantially from driving our turnaround and delivering positive comps, to focusing on ensuring the health and safety of our employees and their families as we continue to serve our communities. Our goal is to see that our employees work in a safe environment and are positioned for success in serving our customers and communities. Unfortunately, the impact of COVID-19 has forced us to make some incredibility painful decisions. We are doing all that we can to protect the livelihood of our employees, satisfy our customers, and ensure that Potbelly emerges well positioned to return to growth. While the duration of this environment remains unknown, we will come out of this period stronger than ever. I would like to thank all of our Potbelly employees for their commitment and dedication, and for their willingness to embrace change, in these difficult times. I take solace in knowing that we as a country are going through this fight together and look forward to brighter days. Given this extraordinary event, we have taken the necessary steps needed to fortify our business. We drew down $40 million of available capacity under our revolving credit facility as a precautionary measure to bolster our balance sheet. We’ve streamlined our cost structure and balanced our business to the local realities of each of our markets. Finally, the investments we made in our Off-Premise & Digital channel last year are proving crucial. We have also added a new fourth option to this channel: curbside pick-up. While our drive-thru operations are historically not included in our Off-Premise & Digital channel, we do have 65 drive-thru locations, all of which are operational. All of these convenient options provide our customers with another safe and efficient way to enjoy our fresh and tasty sandwiches. While we continue to navigate these uncertain times, I think it’s important to reflect on the successes our team had in 2019. We executed against our turnaround plan throughout the year, complimented it with new ideas to accelerate our strategy in the third quarter, and saw incremental progress during each month of 2019. We finished the year strong, recording our highest comparable quarterly same-store sales in over three years at (0.1%) in the fourth quarter. The hard work put forth by each Potbelly employee enabled this success, and our momentum was clearly building. Menu Optimization One of the strongest driving forces behind our success last year was the Menu Optimization initiatives we rolled out in February. We took the time to test different elements, learn what worked and what didn’t, then we rolled out the successful components to the entire system. These initiatives included the Pick Your Pair and Meal Deal options, which were options previously unavailable to our customers. As of the fourth quarter, these options were enjoyed by one in four customers and together helped grow our average check by 410 basis points in 2019. Off-Premise & Digital Investment We also identified our Off-Premise & Digital channel, which includes catering, pick-up, delivery, and now curbside pick-up, as an area for significant investment. As a result, we refreshed our catering website to make the customer ordering process easier. We installed pick-up racks in all of our shops to allow for quick grab-and-go meals and save our delivery drivers time. We announced our national partnerships with DoorDash and Grubhub. At the beginning of 2019, some of our shops delivered some of the time. Now, all of our shops deliver all of the time. We also invested in our app, which now has one of the highest ratings in our space at 4.8 stars. Collectively, these initiatives all built momentum throughout 2019 and led to 25% growth in our Off-Premise & Digital sales year-over-year. As of the end of the year, this channel represented 24.4% of our revenue, and has been critical to helping us ride out the challenges of early 2020, provide new ways to access Potbelly, and stay connected to our loyal customers. Franchise Growth 2019 was a record year for our franchising business. We signed more deals for more units in 2019 than we had in our entire history. In total, we signed four deals for 42 units, nearly doubling our number of franchised stores. We continue to work with highly qualified franchisees that see the potential for Potbelly. We look forward to retaining that momentum as the world begins to return to normal. 2020 Priorities While COVID-19 has impacted some of our strategic efforts, the bottom line is our strategy was working and we did see a continuation of our momentum in early 2020. Through the first 10 weeks of 2020, we saw comparable same-store sales gains of 2.5%. We were on pace to record our fourth straight quarter of sequential same-store sales improvement and our first positive quarterly comp since the fourth quarter of 2016. We also started our Project Aurora tests in early March and saw encouraging results before the COVID-19 pandemic hit. These tests were designed to build on learnings from our 2019 initiatives, as well as test new awareness and strategic advertising focused on driving stronger traffic. While we have pared back our Aurora-related marketing spend recently, these new initiatives are still being tested. We strongly believe they will complement our other strategic efforts and help us drive sustainable, positive traffic over the long run. In closing, our number one priority remains the safety of our employees, customers, franchisees, and communities. We will continue to operate with strict cash preservation and serve our loyal customers in compliance with CDC and government recommendations. We remain focused, prepared, and ready to work through the challenges of today, so that we can rebuild our turnaround momentum and return to long-term growth. I wish all of you a safe and healthy 2020 and want to thank our shareholders for their ongoing support. Sincerely, Alan Johnson President and Chief Executive Officer 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 29, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 POTBELLY CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 111 N. Canal Street, Suite 850 Chicago, Illinois (Address of Principal Executive Offices) 36-4466837 (I.R.S. Employer Identification No.) 60606 (Zip Code) Registrants Telephone Number, Including Area Code: (312) 951-0600 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.01 par value Trading Symbol(s) PBPB Name of each exchange on which registered The NASDAQ Stock Market LLC (Nasdaq Global Select Market) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 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 ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Non-accelerated filer Emerging growth company ☐ ☐ ☐ Accelerated filer Smaller reporting company ☒ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of June 30th, 2019, the last trading day of the registrants most recently completed second fiscal quarter, the aggregate market value of the registrants outstanding common equity held by non-affiliates was $116.7 million, based on the closing price of the registrants common stock on such date as reported on the Nasdaq Global Select Market. For the purposes of this computation, shares held by directors and executive officers of the registrant have been excluded. Such exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant. As of January 26, 2020, 23,638,157 shares of the registrants common stock were outstanding. Portions of the registrants definitive proxy statement for its 2020 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year covered by this Annual Report are incorporated by reference into Part III of this Annual Report. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS Cautionary Statement on Forward-Looking Statements ..................................................................................................................... 3 PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. Business....................................................................................................................................................................... Risk Factors................................................................................................................................................................. Unresolved Staff Comments ....................................................................................................................................... Properties..................................................................................................................................................................... Legal Proceedings ....................................................................................................................................................... Mine Safety Disclosures.............................................................................................................................................. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities...... Selected Financial Data ............................................................................................................................................... Managements Discussion and Analysis of Financial Condition and Results of Operations ..................................... Quantitative and Qualitative Disclosures About Market Risk .................................................................................... Financial Statements and Supplementary Data ........................................................................................................... Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.................................... Controls and Procedures.............................................................................................................................................. Other Information........................................................................................................................................................ Directors, Executive Officers and Corporate Governance.......................................................................................... Executive Compensation............................................................................................................................................. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters................... Certain Relationships and Related Transactions, and Director Independence............................................................ Principal Accountant Fees and Services ..................................................................................................................... Exhibits and Financial Statement Schedules............................................................................................................... Exhibit Index ..................................................................................................................................................................................... Signatures ............................................................................................................................................................................................ 5 12 22 22 23 23 24 26 30 42 43 66 66 68 69 69 69 69 69 70 71 73 2 CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), are made throughout this Annual Report and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms believes, estimates, anticipates, expects, strives, goal, seeks, projects, intends, forecasts, plans, may, will or should or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in Risk Factors in Item 1A, which include, but are not limited to, the following: • • • • • • • • • • • • • • • • • • • • • competition in the restaurant industry, which is highly competitive and includes many larger, more well-established companies; changes in economic conditions, including the effects of consumer confidence and discretionary spending; our ability to successfully implement our business strategy; the success of our initiatives to increase sales and traffic, including menu optimization, off-premises sales options and increased marketing and brand awareness programs; the future cost and availability of credit, and the liquidity or operations of our suppliers and other service providers; fluctuation in price and availability of commodities, including but not limited to items such as beef, poultry, grains, dairy and produce and energy supplies, where prices could increase or decrease more than we expect; our ability to identify, open and operate new shops (which is dependent upon various factors such as the availability of attractive sites for new shops), negotiate suitable lease terms, terminate on acceptable terms or sublease or assign leases for underperforming shops, obtain all required governmental permits including zoning approvals on a timely basis, control construction and development costs and obtain capital to fund such costs, and recruit, train and retain qualified operating personnel; changes in consumer tastes and lack of acceptance or awareness of our brand in existing or new markets; failure of our marketing efforts to attract and retain customers; damage to our reputation caused by, for example, any perceived reduction in the quality of our food, service or staff or an adverse change in our culture, concerns regarding food safety and food-borne illness or adverse opinions about the health effects of our menu offerings; local, regional, national and international economic and political conditions; the seasonality of our business; demographic trends; traffic patterns and our ability to effectively respond in a timely manner to changes in traffic patterns; the cost of advertising and media; inflation or deflation, unemployment rates, interest rates, and increases in various costs, such as real estate and insurance costs; adverse weather conditions, local strikes, natural disasters and other disasters, especially in local or regional areas in which our shops are concentrated; our digital business; litigation or legal complaints alleging, among other things, illness, injury or violations of federal and state workplace and employment laws and our ability to obtain and maintain required licenses and permits; government actions and policies; tax and other legislation; regulation of the restaurant industry; and accounting standards or pronouncements; our reliance on a limited number of suppliers for our major products and on a distribution network with a limited number of distribution partners for the majority of our national distribution program; 3 • • • • security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions or the failure of our information technology system; actions taken by activist stockholders; our ability to adequately protect our intellectual property; and other factors discussed under Business in Item 1, Risk Factors in Item 1A and Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this document. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. 4 PART I ITEM 1. BUSINESS The Neighborhood Sandwich Shop Potbelly Corporation is a sandwich concept that has been a much-needed lunch-break escape for more than 40 years. Our employees are trained to engage with our customers in a genuine way to provide a personalized experience. Our shops feature rich design elements and locally-themed décor inspired by the neighborhood that we believe create a comfy atmosphere. Through this combination, we believe we are creating a devoted base of Potbelly fans. We believe that a key to our past and future success is our culture. It is embodied in The Potbelly Advantage, which is an expression of our Vision, Mission and Values, and the foundation of everything we do. Our Vision is to be your moment of escape, thanks to our relaxing shop, friendly faces, and toasty sandwiches. Our Mission is to help people love lunch. Our Values embody both how we lead and how we behave and form the cornerstone of our culture. We use simple language that resonates from the frontline associate to the most senior levels of the organization, creating shared expectations and accountabilities in how we approach our day- to-day activities. We strive to be a fun, friendly and hardworking group of people who enjoy taking care of our customers, while at the same time taking care of each other. As of December 29, 2019, we had 474 shops in 32 states and the District of Columbia. Of these, the company operated 428 shops and franchisees operated 46 shops. In 2019, Potbellys total shop base reduced by 2.5% over the prior year. Potbelly generated shop-level profit margin of 15.0%, 16.7% and 18.2% in 2019, 2018 and 2017, respectively (shop-level profit margin measures net shop sales less shop operating expenses as a percentage of net shop sales). Shop-level profit margin is not required by, nor presented in accordance with U.S. generally accepted accounting principles (GAAP). See Selected Financial Data in Item 6 for a discussion of shop-level profit margin and a reconciliation of the differences between shop-level profit and income (loss) from operations, as well as a calculation of shop-level profit margin. Our History Potbelly started in 1977 as a small antique store on Lincoln Avenue in Chicago. To boost sales, the original owner began offering toasty warm sandwiches to customers. Soon, people who had no interest in antiques were stopping by to enjoy the delicious sandwiches, homemade desserts and live music featured in the shop. As time passed, Potbelly became a well-known neighborhood destination with a loyal following of regulars and frequent lines out the door. Potbelly opened its second shop in 1997 and continued to open shops in more neighborhoods reaching 100 shops in 2005, 200 shops in 2008, 300 shops in 2013 and 400 shops in 2016. Throughout the growth, each new shop has maintained a similar look, vibe and experience that defines the Potbelly brand. Though our shops vary in size and shape, we maintain core elements in each new location, such as fast and efficient line flow, vintage décor customized with local details and exceptional customer focus. Just like our first shop on Lincoln Avenue, we are committed to building community roots in all the neighborhoods we serve. Our Business Strategy We strive to grow profitability and create value for our stockholders by working to achieve the goals listed below. While we cannot provide assurances that we will achieve and maintain these objectives, we consider each of them to be a core strategy of our business. Shop Operations. We believe that continued excellence in shop-level execution is fundamental to our growth strategy. To maintain our operational standards, we use a Balanced Scorecard approach to measure People, Customers, Sales and Profits at each of our shops. Hiring the right people and maintaining optimal staffing levels enable us to run efficient operations. We track metrics such as peak hour throughput and Customer Satisfaction Survey Results. Shop sales and profitability are benchmarked against prior year periods and budget, and we focus on achieving targets on a shop-by-shop basis. To support our shop operators, we invest in systems and technology that can meaningfully improve shop-level execution. For example, we have applied technology to administrative activity to enable complete front-of-house, thereby maintaining customer focus. In addition, we are expanding our off-premise business, including catering, delivery and pickup, which we view as additional growth drivers. Shop Development. Our company-operated shops are successful in diverse markets in 22 states and the District of Columbia. We evaluate a number of metrics to assess the optimal sites for our new shops, including neighborhood daytime population, site visibility, traffic and accessibility, along with an on-the-ground qualitative assessment of the characteristics of each unique trade area. This location-specific approach to development allows us to leverage our versatile shop format, which does not have standardized 5 requirements with respect to size, shape or location, to achieve strong returns across a wide range of real estate settings. See Site Selection and ExpansionShop Design for more information about our shop requirements. In 2019, 2018, and 2017 we opened 2, 10, and 34 new company-operated shops, respectively, and expanded into Salt Lake City, San Antonio, El Paso, Indianapolis and Oklahoma City. In those same time periods, we closed 11, 10 and 8 shops, respectively, due to under-performance or lease expirations. In the near term we will continue to close underperforming shops and limit our rate of company-operated shop growth. Marketing. We believe that our premise of a helping people love lunch has broad appeal across a wide range of market types and geographies. We learn from the formal customer feedback we solicit, and from managers and employees who interact with customers in our shops, that many customers in new markets report positive recommendations from friends and family members who live in regions with established Potbelly shops. We believe that our positive brand perception helps drive interest in our shops in both existing and new markets. We enhance this with our social and digital interactions and complement our distinctive in-shop experience with online access, allowing customers to order ahead through both our website and Potbelly app, including catering, delivery or in- shop pick up. Franchising. In 2010, we initiated a program to franchise shops in selected markets in the U.S. As of December 29, 2019, we had franchise shops in Arkansas, Florida, Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Mississippi, Nebraska, North Carolina, North Dakota, South Dakota, Tennessee, Texas, Virginia and California. As we further develop our franchise program, we intend to expand the number of franchise shops on a disciplined basis. We focus on markets we believe have appropriate characteristics for our franchise shops and on franchisees that are compatible with the Potbelly culture. As of December 29, 2019, our franchisees operated 46 shops. See Franchising for more information about our franchise programs. Although we do not expect franchise activities to result in significant revenue in the near term, we see the expansion of our franchising efforts to be a valuable potential growth opportunity over time. Our Food Our Menu Each of our shops offers freshly-made food with high quality ingredients. The majority of our sales are generated during lunch, but dinner and breakfast (in locations with high early morning traffic) are also important to our business. Our menu currently includes toasty warm sandwiches, signature salads, soups, chili, sides, desserts and, in our breakfast locations, breakfast sandwiches and steel cut oatmeal. Certain of our shops in areas with high early morning traffic also offer breakfast selections. As of December 29, 2019, approximately 25% of our shops offered breakfast selections. Our breakfast menu includes made-to-order breakfast sandwiches, steel cut oatmeal with toppings and other breakfast items such as bagels and a custom Potbelly blend coffee. Overall, we believe our menu of high quality food at reasonable prices offers considerable value to our customers. In fiscal 2019, our system-wide average check was approximately $8.70. We believe menu innovation is a way for us to grow our business, responding to consumer trends, listening to customer feedback, and understanding customers needs. This innovation includes the on-going development of bundling options, craveable add-ons, and premium protein sandwiches served toasty warm from our ovens, while continuing to encourage customization and personalization by each customer. In 2019 we rolled-out Pick Your Pair and Meal Deal bundling options. Food Preparation and Safety Food safety is a top priority, and we dedicate substantial resources, including our supply chain and quality assurance teams, to help ensure that our customers enjoy safe, quality food products. We have taken various steps to mitigate food safety and quality risks, including having personnel focused on this goal together with our supply chain team. We consider food safety and quality assurance when selecting our distributors and suppliers. The shops are provided the training, processes and tools to serve safe, wholesome food to our customers. Our shops practices are validated by third-party food safety reviews, internal safety audits and routine health inspections. 6 Shop Operations and Management We believe having an excellent manager in each shop is a critical factor in achieving continuous excellence in operations. Managers hire our employees, help ensure consistent execution of our menu items and strive to achieve specific targets that are evaluated on a quarterly basis. We devote significant time and resources to identifying, selecting and training our managers who plan, manage and operate their shops and who, along with our employees, provide a positive customer experience to our Potbelly fans. We believe our comprehensive processes for developing business leaders, such as our shop managers, are a key factor in driving our success. Potbelly Operations Our operations are structured around the elements of People, Customers, Sales and Profits. During our peak hours of 11:30 a.m. to 1:30 p.m., our employees greet our customers and take their orders (in some shops, we take their orders while they wait in line by using a proprietary tablet system to communicate with our preparation employees). We focus on effective communication, technology and management to provide a quick and seamless experience for our customers. In addition, each shop completes quarterly tactical plans designed to help the shop achieve its targets relative to each element. In order to better assess and improve the Potbelly experience, we use a Balanced Scorecard that tracks elements such as sales and profitability metrics, employee turnover and customer satisfaction. We review overall scores locally, regionally and nationally in order to assess our operational progress and identify areas of operational focus. Attaining certain ratings on the Balanced Scorecard allows a shop to be eligible for incentive targets paid quarterly and annual merit awards. Our People We look to attract, hire and retain smart, talented and outgoing people who share and demonstrate our values. We value friendly employees who engage with our customers in a genuine way to provide a personalized experience. We believe we make expectations and accountabilities clear through our culture training and our Ethics Code of Conduct, which summarizes employee conduct guidelines and is required to be reviewed and signed by every employee upon hire and repeated annually. Our culture helps us to attract and retain employees and has contributed to our better than industry average turnover rate of 92.1% for the year ended December 29, 2019. Employees are further encouraged to perform at their personal best through an ongoing scorecard measuring system that is tied directly to a pay for performance compensation program. We believe our sustainable process to hire, train and develop our people enables us to deliver a positive customer experience. A typical Potbelly shop consists of one manager, and as many as 5 to 14 employees during our peak hours. Many of our managers live in the neighborhood in which their shop is located. We believe this allows them to get to know their customers, understand the unique character of each neighborhood and form deep roots within the community. The shop manager has primary responsibility for the day-to-day operation of the shop and is required to abide by Potbellys operating standards. Our Management Training Program provides new managers with six to eight weeks of training that emphasizes culture, standards, strategy and procedures to prepare them for success, and is followed by on-going, in-shop coaching with their District or Regional manager. Our shop managers report to District Managers who typically report to a Regional Manager, and ultimately to our Chief Restaurant Operating Officer. In addition, members of senior management visit shops regularly to help ensure that our culture, strategy and quality standards are being adhered to in all aspects of our operations. Shop managers are responsible for selecting, hiring and training the employees for each new shop. The training period for new non-management employees lasts approximately eight weeks and is characterized by on-the-job supervision by an experienced employee. Ongoing employee training remains the responsibility of the shop manager, but, as noted above, we provide specific training for our employees around The Potbelly Advantage each year. Special emphasis is placed on the safety, consistency and quality of food preparation and service, which is monitored through ongoing coaching sessions and meetings with managers. In addition, we have other continuing communications with all of our employees on food safety and preparation standards. The Potbelly Experience We seek to deliver a positive experience for every customer at every opportunity through our tasty food, unique atmosphere and outgoing and engaging employees. We seek to staff each shop with experienced teams to ensure consistent and attentive customer service. We look to hire employees who are friendly and responsive to the needs of our customers as they assist them in selecting menu items complementing individual preferences. We strive to staff appropriately during peak hours to ensure a fast yet personal Potbelly experience for each customer, with face-to-face interaction from start to finish. We also provide off-premise services, including catering, delivery and pick-up to serve our Potbelly fans. 7 We believe the combination of our great food, people and atmosphere allows Potbelly to help people love lunch. Restaurant Portfolio As of December 29, 2019, we had 474 shops in 32 states and the District of Columbia. Of these, the company operates 428 shops and franchisees operate 46 shops. In 2019, 2018 and 2017, we opened 2, 10, and 34 new company-operated shops, respectively, and expanded into Salt Lake City, San Antonio, El Paso, Indianapolis and Oklahoma City. In the near term we will continue to close underperforming shops and limit our rate of company-operated shop growth. In 2020, we expect to open approximately four company-operated shops, focusing on markets where Potbelly has an established presence. With an average new shop investment of approximately $600,000 and average unit volumes of approximately $1 million, which represent the average net sandwich shop sales for all shops on an annual basis, we strive to generate average shop-level profit margins, a non-GAAP measure, that range from the high teens to above 20%. However, we cannot provide any assurances that we will achieve and maintain similar profit margins or cash returns in the future. We are currently defining and testing our shop of the future which will be designed to reduce our new shop investment and generate strong cash flow, attractive shop-level financial results and high returns on investment. Site Selection and Expansion We consider the location of a shop to be a critical variable in its long-term success and as such, we devote significant effort to the investigation and evaluation of potential locations. We seek new shop locations based on specific criteria, such as demographic characteristics, daytime population thresholds and traffic patterns, along with the potential visibility of, and accessibility to, the shop. New shops are built with only one purpose in mind: to generate cash flow that meets or exceeds those modeled in our return targets. In the near term we plan to limit our rate of company-operated shop growth. Shop Design We strive to create a unique customer experience that delivers a neighborhood feel for each shop. We typically design the interior of our shops in-house, utilizing outside architects when necessary. Our design team sources most furnishings and decorations for our shops. Each of our shops features vintage décor and shared design elements, such as the use of wood, wallpaper motifs and our signature Potbelly stove. Consistent with The Potbelly Advantage, our shops display locally-themed photos and other decorative items inspired by the neighborhood. Our shop size averages approximately 2,400 square feet; however, we currently target shop sizes between 1,800 and 2,500 square feet for new openings. The dining area of a typical shop can seat anywhere from 40 to 60 people. Some of our shops incorporate larger dining areas and outdoor patios. We believe the unique atmosphere creates a lively place where friends and family can get together, encourages repeat visits by our customers and drives increased sales. Construction Construction of a new shop generally takes approximately 50 to 90 days from the date the location is leased or under contract, fully permitted and the landlord has delivered the space to Potbelly. Each new shop requires a total cash investment of approximately $600,000, but this figure could be materially higher or lower depending on the market, shop size and condition of the premises upon landlord delivery. We generally construct shops in third-party leased retail space but also construct free-standing buildings on leased properties. In the future, we intend to continue converting existing third-party leased retail space or constructing new shops in the majority of circumstances. For additional information regarding our leases, see Properties in Item 2. Franchising We look for franchisees who love working with a team and have solid business experience, financial qualifications and personal motivation. Our franchise arrangements grant third parties a license to establish and operate a shop using our systems and our trademarks. The franchisee pays us for the ideas, strategy, marketing, operating system, training, purchasing power and brand recognition. All new U.S. franchisees participate in an eight to twelve-week training program consisting of real life experience in our company-operated shops, as well as training at our Potbelly Support Center in Chicago. Franchised shops must be operated in compliance with our methods, standards and specifications, regarding menu items, ingredients, materials, supplies, services, fixtures, furnishings, décor and signs. Although we do not expect franchise activities to result in significant revenue in the near term, we see the expansion of our franchising efforts to be a valuable potential growth opportunity over time. Advertising and Marketing We believe our shops appeal to a broad base of loyal customers for our great food and fun environment staffed by friendly people. With our current marketing strategy we have devoted more resources to marketing. Our methods of marketing and advertising 8 promote and maintain the Potbelly brand image and, among other things, generate awareness of shop locations and brand differentiation. Advertising We promote our shops through media in markets in which we have scale. The uses of digital and outdoor media are the most common advertising vehicles used in these markets. Additionally, we rely on in-shop materials to communicate and market to our customers. Digital Marketing We have increased our use of digital marketing tools, which enable us to reach a significant number of people in a timely and targeted fashion at a fraction of the cost of traditional media. We believe that our customers are frequent internet users and will use social media to make dining decisions or to share dining experiences. We have a Facebook page, Instagram and Twitter feed and advertise on various social media and other websites. We also use our Potbelly App and Potbelly Perks loyalty program to communicate with our customers and personalize offers for them, where they can order ahead, pay with their phone and earn tasty treats. Sourcing and Supply Chain Our supply chain team sources, negotiates and purchases food supplies for our shops. We believe in using safe, high quality ingredients while maintaining our value position in the marketplace. We benchmark our products against the competition using consumer panels. We contract with Distribution Market Advantage, Inc., or DMA, a cooperative of multiple food distributors located throughout the nation. DMA is a broker with whom we negotiate and gain access to third-party food distributors and suppliers. For fiscal year 2019, distributors through our DMA arrangement supplied us with approximately 94% of our food supplies through six primary distributors: Reinhart FoodService, L.L.C., Ben E. Keith Company, Harbor Foodservice, Shamrock Foods, Gordon Food Service and Nicholas & Co. Our remaining food supplies are distributed by other distributors under separate contracts. Our distributors deliver inventory to our shops approximately two to three times per week. We negotiate pricing and volume terms directly with certain of our suppliers and distributors or through DMA. Our supply chain team utilizes a mix of forward pricing protocols for certain items under which we agree with our supplier on fixed prices for deliveries at some time in the future, fixed pricing protocols under which we agree on a fixed price with our supplier for the duration of that protocol, and formula pricing protocols under which the prices we pay are based on a specified formula related to the prices of the goods, such as spot prices. Our use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically 12 months or less). Currently we have pricing arrangements of varying lengths with our distributors and suppliers, including distributors and suppliers of meats, dairy, bread, cookie dough and other products. Meats represent about 28% of our product purchasing composition. In fiscal year 2019, more than 95% of our meat products were sourced from 10 suppliers under non-exclusive contracts. We have a non-exclusive contract with Campagna-Turano Bakery, Inc. for our signature multigrain bread. Campagna-Turano Bakery, Inc. produces bread items in a primary and secondary production facility. We have secondary suppliers in place for many of our significant meats, and we believe we would be able to source our meat and bread requirements from different suppliers if doing so became necessary. However, changes in the price or availability of certain products may affect the profitability of certain items, our ability to maintain existing prices and our ability to purchase sufficient amounts of items to satisfy our customers demands. Many of our products, ingredients and supplies are currently sourced from multiple suppliers. Additionally, our supply chain team has established contingency plans for many key products. For example, manufacturers of certain products maintain alternative production facilities capable of satisfying our requirements should the primary facility experience interruptions. For other products, we believe we have identified alternate suppliers that could meet our requirements at competitive prices or, in some cases, have identified a product match that could be used in our shops. Our supply chain team regularly updates our procurement strategies to include contingency plans for new products and ingredients, as well as additional secondary and alternate suppliers. We believe these strategies would collectively enable us to obtain sufficient product quantities from other sources at competitive prices without material disruption should a current supplier be unable to fulfill its commitment to us. 9 Management Information Systems Shop-level financial and accounting controls are handled through a point-of-sale computer system and network in each shop that communicates with our corporate headquarters. The POS system is also used to authorize and transmit credit card sales transactions and to manage the business and control costs, such as labor. Our company-operated shops are connected through data centers and a portal to provide our corporate employees with access to business information and tools that allow them to collaborate, communicate, train and share information between shops and the corporate office. We believe our systems currently comply with all credit card industry security standards for processing of credit and gift cards. Competition We compete in the restaurant industry, primarily in the limited-service restaurant segment but also with restaurants in the full- service restaurant segment, and face significant competition from a wide variety of restaurants, convenience stores and other outlets on a national, regional and local level. We also face growing competition from meal delivery kit services. We believe that we compete primarily based on product quality, restaurant concept, service, convenience, value perception and price. Our competition continues to intensify as competitors increase the breadth and depth of their product offerings and open new units. Additionally, we compete with limited-service restaurants, specialty restaurants and other retail concepts for prime shop locations. Government Regulation We and our franchisees are subject to various federal, state, local and international laws affecting our business. Each of our shops is subject to licensing and regulation by a number of governmental authorities, which may include, among others, health and safety, nutritional menu labeling, health care, environmental and fire agencies in the state, municipality or country in which the shop is located. Difficulty in obtaining or failing to obtain the required licenses or approvals could delay or prevent the development of a new shop in a particular area. Additionally, difficulties or inabilities to retain or renew licenses, or increased compliance costs due to changed regulations, could adversely affect operations at existing shops. Our shop operations are also subject to federal and state labor laws, including the U.S. Fair Labor Standards Act and the U.S. Immigration Reform and Control Act of 1986, governing such matters as minimum wages, overtime and worker conditions. Significant numbers of our food service and preparation personnel are paid at rates related to the applicable minimum wage, and further increases in the minimum wage or other changes in these laws could increase our labor costs. Our ability to respond to minimum wage increases by increasing menu prices will depend on the responses of our competitors and customers. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us. We and our franchisees may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters. The Patient Protection and Affordable Care Act of 2010 (the PPACA) enacted in March 2010 requires chain restaurants with 20 or more locations in the United States to comply with federal nutritional disclosure requirements. The FDA issued final regulations with regard to restaurant menu labeling that became effective May 7, 2018. A number of states, counties and cities have also enacted menu labeling laws requiring multi-unit restaurant operators to disclose additional nutritional information to customers, or have enacted legislation restricting the use of certain types of ingredients in restaurants. While our ability to adapt to consumer preferences is a strength of our concepts, the effect of such labeling requirements on consumer choices, if any, is unclear at this time. We and our franchisees are subject to the Americans with Disabilities Act (the ADA), which, among other things, requires our shops to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we and our franchisees could be required to expend funds to modify our shops to provide service to, or make reasonable accommodations for the employment of, disabled persons. In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship and residency. Government regulations could affect and change the items we procure for resale. We and our franchisees may also become subject to legislation or regulation seeking to tax and/or regulate sugary beverages and high-fat and high-sodium foods, which could be costly to comply with. Our results can be impacted by tax legislation and regulation in the jurisdictions in which we operate and by accounting standards or pronouncements. We and our franchisees are also subject to laws and regulations relating to information security, privacy, cashless payments, gift cards and consumer credit, protection and fraud, and any failure or perceived failure to comply with these laws and regulations could harm our reputation or lead to litigation, which could adversely affect our financial condition. 10 Our franchising activities are subject to the rules and regulations of the Federal Trade Commission (FTC) and various state laws regulating the offer and sale of franchises. The FTCs franchise rule and various state laws require that we furnish a franchise disclosure document (FDD) containing certain information to prospective franchisees and a number of states require registration of the FDD with state authorities. Substantive state laws that regulate the franchisor-franchisee relationship exist in a substantial number of states, and bills have been introduced in Congress from time to time that would provide for federal regulation of the franchisor- franchisee relationship. The state laws often limit, among other things, the duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchisor to designate sources of supply. We believe that our FDD, together with any applicable state versions or supplements, and franchising procedures comply in all material respects with both the FTC franchise rule and all applicable state laws regulating franchising in those states in which we have offered franchises. See Risk Factors in Item 1A for a discussion of risks relating to federal, state, local and international regulation of our business. Seasonality Our business is subject to seasonal fluctuations. Historically, customer spending patterns for our established shops are lowest in the first quarter of the year due to holidays, consumer habits and adverse weather. Our quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year. Employees As of December 29, 2019, we employed approximately 6,000 persons, of which approximately 200 are corporate personnel, 600 are shop management personnel and the remainder are hourly shop personnel. Intellectual Property and Trademarks We regard our Potbelly and Potbelly Sandwich Works trademarks as having significant value and as being important factors in the marketing of our shops. We have also obtained trademarks for several of our other menu items, such as A Wreck, and for various advertising slogans, including Good Vibes, Great Sandwiches, Feed Your Smile and A First Class Dive. We are aware of names and marks similar to the trademarks of ours used by other persons in certain geographic areas in which we have shops. However, we believe such uses will not adversely affect us. Our policy is to pursue registration of our intellectual property whenever possible and to oppose vigorously any infringement thereof. We license the use of our registered trademarks to franchisees through franchise arrangements. The franchise arrangements restrict franchisees activities with respect to the use of our trademarks and impose quality control standards in connection with goods and services offered in connection with the trademarks. Available Information We were incorporated in Delaware in June 2001 as Potbelly Sandwich Works, Inc. and changed our name to Potbelly Corporation in 2002. Our principal offices are located at 111 North Canal Street, Suite 850, Chicago, Illinois 60606 and our telephone number is (312) 951-0600. We maintain a website with the address www.potbelly.com. On our website, we make available at no charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports, and our proxy statement, as soon as reasonably practicable after these materials are filed with or furnished to the SEC. The SEC also maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The contents of our website are not incorporated by reference into this Form 10-K. 11 ITEM 1A. RISK FACTORS You should carefully consider the following factors, which could materially affect our business, financial condition or results of operations. You should read these Risk Factors in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and our consolidated financial statements and the related notes to those statements included in Item 8. Risks Related to Our Business and Industry We face significant competition for customers and our inability to compete effectively may affect our traffic, sales and shop-level profit margins, which could adversely affect our business, financial condition and results of operations. The restaurant industry is intensely competitive with many well-established companies that compete directly and indirectly with us with respect to food safety and quality, ambience, service, price and value and location. We compete in the restaurant industry with national, regional and locally-owned limited-service restaurants and full-service restaurants. Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well established in markets in which we have existing shops or intend to locate new shops. In addition, many of our competitors have greater name recognition nationally or in some of the local markets in which we have shops. Any inability to successfully compete with the restaurants in our markets will place downward pressure on our customer traffic and may prevent us from increasing or sustaining our revenues and profitability. Consumer tastes, nutritional and dietary trends, traffic patterns and the type, number and location of competing restaurants often affect the restaurant business, and our competitors may react more efficiently and effectively to those conditions. Further, we face growing competition from the supermarket industry, with the improvement of their convenient meals in the deli section, and from limited-service and fast casual restaurants, as a result of higher-quality food and beverage offerings by those restaurants. Meal kit delivery companies and other eat-at-home options also present some degree of competition for our shops. In addition, some of our competitors have in the past implemented programs which provide price discounts on certain menu offerings, and they may continue to do so in the future. If we are unable to continue to compete effectively, our traffic, sales and shop-level profit margins could decline and our business, financial condition and results of operations would be adversely affected. Economic conditions in the United States could materially affect our business, financial condition and results of operations. The restaurant industry depends on consumer discretionary spending. During periods of economic downturn, continuing disruptions in the overall economy, including the impacts of high unemployment and financial market volatility and unpredictability, may cause a related reduction in consumer confidence, which could negatively affect customer traffic and sales throughout our industry. These factors, as well as national, regional and local regulatory and economic conditions, gasoline prices and disposable consumer income affect discretionary consumer spending. If economic conditions worsen and our customers choose to dine out less frequently or reduce the amount they spend on meals while dining out, customer traffic could be adversely impacted. If negative economic conditions persist for a long period of time or become pervasive, consumer changes to their discretionary spending behavior, including the frequency with which they dine out, could be more permanent. The U.S. economy is likely to be affected by many national and international factors that are beyond our control. If sales decrease, our profitability could decline as we spread fixed costs across a lower level of sales. Prolonged negative trends in shop sales could cause us to, among other things, reduce the number and frequency of new shop openings, close shops or delay remodeling of our existing shops or take asset impairment charges. Our inability to successfully implement our business strategy could negatively impact our business and future profitability and growth. We strive to grow profitability and create value for our stockholders through a strategy of continued excellence in shop-level execution, building company-operated shops in both new and existing markets, increasing brand awareness and expansion of our franchising efforts. There are however, risks associated with identifying, opening and operating new shops, increased costs in branding marketing, and signing new franchisees, and if we do not successfully implement our business strategy, it could negatively impact our business and our future profitability and growth. Our initiatives to increase sales and traffic, including menu optimization, off-premise sales options and increased marketing and brand awareness programs may not positively affect sales or improve our results of operations. In 2019, we launched initiatives to increase our sales and traffic, which included rolling out Pick Your Pair and Meal Deal options, adding off-premise sales options, and increasing marketing and brand awareness programs. We cannot assure you that we will be able to successfully implement our initiatives. Further, our ability to achieve the anticipated benefits of these initiatives within expected timeframes is subject to many estimates and assumptions, which are, in turn, subject to significant economic, competitive and other uncertainties, some of which are beyond our control. There is no assurance that we will successfully implement, or fully realize the anticipated positive impact of, our initiatives, or execute successfully on strategy, in the expected timeframes or at all. In addition, there can be no assurance that our efforts, if properly executed, will result in our desired outcome of improved financial performance. 12 Increased commodity, energy and other costs could decrease our shop-level profit margins or cause us to limit or otherwise modify our menus, which could adversely affect our business. Our profitability depends in part on our ability to anticipate and react to changes in the price and availability of food commodities, including among other things beef, poultry, grains, dairy and produce. Prices may be affected due to market changes, increased competition, the general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. Other events could increase commodity prices or cause shortages that could affect the cost and quality of the items we buy or require us to further raise prices or limit our menu options. These events, combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our sales and shop-level profit margins. We enter into certain forward pricing arrangements with our suppliers from time to time, which may result in fixed or formula-based pricing with respect to certain food products. See Quantitative and Qualitative Disclosures about Market RiskCommodity Price Risk in Item 7A. However, these arrangements generally are relatively short in duration and may provide only limited protection from price changes, and the extent to which we use these arrangements varies substantially from time to time. In addition, the use of these arrangements may limit our ability to benefit from favorable price movements. Our profitability is also adversely affected by increases in the price of utilities, such as natural gas, whether as a result of inflation, shortages or interruptions in supply, or otherwise. Our profitability is also affected by the costs of insurance, labor, marketing, taxes and real estate, all of which could increase due to inflation, changes in laws, competition or other events beyond our control. Our ability to respond to increased costs by increasing menu prices or by implementing alternative processes or products will depend on our ability to anticipate and react to such increases and other more general economic and demographic conditions, as well as the responses of our competitors and customers. All of these things may be difficult to predict and beyond our control. In this manner, increased costs could adversely affect our performance. Our inability to identify qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our shops. Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified managers and associates to meet the needs of our existing shops and to staff new shops. A sufficient number of qualified individuals to fill these positions may be in short supply in some communities. Competition in these communities for qualified staff and significant improvement in regional or national economic conditions could increase the difficulty of attracting and retaining qualified individuals and could result in the need to pay higher wages and provide greater benefits. We place a heavy emphasis on the qualification and training of our personnel and spend a significant amount of time and money on training our employees. Any inability to recruit and retain qualified individuals may result in higher turnover and increased labor costs could compromise the quality of our service. Any such inability could also delay the planned openings of new shops and could adversely impact our existing shops. Any such inability to retain or recruit qualified employees, increased costs of attracting qualified employees or delays in shop openings could adversely affect our business and results of operations. Our business operations and future development could be significantly disrupted if we lose key members of our management team. The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, both individually and as a group. Our future performance will be substantially dependent on our ability to retain and motivate key members of our senior leadership team. We currently have employment agreements in place with all of the members of our senior leadership team. The loss of the services of any of these executive officers or other key employees could have a material adverse effect on our business and plans for future development. In addition, we may have difficulty finding appropriate replacements and our business could suffer. We also do not maintain any key man life insurance policies for any of our employees. Food safety and food-borne illness concerns may have an adverse effect on our business by reducing demand and increasing costs. Food safety is a top priority, and we dedicate substantial resources to help ensure that our customers enjoy safe, quality food products. However, food-borne illnesses and food safety issues have occurred in the food industry in the past, and could occur in the future. Any report or publicity linking us to instances of food-borne illness or other food safety issues, including food tampering or contamination, could adversely affect our brand and reputation as well as our revenues and profits. In addition, instances of food- borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact our sales. Furthermore, our reliance on external food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control and that multiple locations would be affected rather than a single shop. We cannot assure that all food items are properly maintained during transport throughout the supply chain and that our employees will identify all products that may be spoiled or contaminated and should not be used in our shops. If our customers become ill from food-borne illnesses, we could be forced to temporarily close some shops. Furthermore, any instances of food contamination, whether or not at our shops, could subject us or our suppliers to a food advisory, recall or withdrawal pursuant to the Food Safety Modernization Act (FSMA). 13 Identifying, opening and operating new shops entails numerous risks and uncertainties. Our shop model is designed to generate strong cash flow, attractive shop-level financial results and high returns on investment. Our current strategy is to close underperforming shops and continue with our limited rate of company-operated shop growth. We may not be able to open our planned new shops on a timely basis, if at all, given the uncertainty of numerous factors, including the location of our current shops, demographics and traffic patterns. In the past, we have experienced delays in opening some shops and that could happen again. Delays or failures in opening new restaurants could adversely affect our business and results of operations. The number and timing of new shops opened during any given period may be negatively impacted by a number of factors including, without limitation: • • • • • • • • • • the identification and availability of attractive sites for new shops and the ability to negotiate suitable lease terms; anticipated commercial, residential and infrastructure development near our new shops; the proximity of potential sites to an existing shop; the cost and availability of capital to fund construction costs and pre-opening expenses; our ability to control construction and development costs of new shops; recruitment and training of qualified operating personnel in the local market; our ability to obtain all required governmental permits, including zoning approvals, on a timely basis; competition in new markets, including competition for appropriate sites; unanticipated increases in costs, any of which could give rise to delays or cost overruns; and avoiding the impact of inclement weather, natural disasters and other calamities. If we are unable to expand in existing markets or penetrate new markets, our ability to increase our revenues and profitability may be harmed. Our expansion into new markets may present increased risks. In the past, we have opened shops in markets where we have little or no operating experience. Shops we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than shops we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our values. We may also incur higher costs from entering new markets if, for example, we assign area managers to manage comparatively fewer shops than we assign in more developed markets. As a result, these new shops may be less successful or may achieve target shop-level profit margins at a slower rate. If we do not successfully execute our plans to enter new markets, our business, financial condition or results of operations could be adversely affected. New shops, once opened, may not be profitable, and the results that we have experienced in the past may not be indicative of future results. Our results have been, and in the future may continue to be, significantly impacted by the timing of new shop openings (often dictated by factors outside of our control), including associated shop pre-opening costs and operating inefficiencies, as well as changes in our geographic concentration due to the opening of new shops. We typically incur the most significant portion of pre-opening expenses associated with a given shop within the five months immediately preceding and the month of the opening of the shop. Our experience has been that labor and operating costs associated with a newly opened shop for the first several months of operation are materially greater than what can be expected after that time, both in aggregate dollars and as a percentage of revenues. Our new shops commonly take 10 to 13 weeks to reach planned operating levels due to inefficiencies typically associated with new shops, including the training of new personnel, lack of market awareness, inability to hire sufficient qualified staff and other factors. We may incur additional costs in new markets, particularly for transportation, distribution and training of new personnel, which may impact the profitability of those shops. Accordingly, the volume and timing of new shop openings may have a meaningful impact on our profitability. Although we target specified operating and financial metrics, new shops may not meet these targets or may take longer than anticipated to do so. Any new shops we open may not be profitable or achieve operating results similar to those of our existing shops. If our new shops do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve our expected comparable store sales, our business, financial condition or results of operations could be adversely affected. 14 Our sales and profit growth could be adversely affected if comparable store sales are less than we expect. The level of comparable store sales, which represent the change in year-over-year sales for company-operated shops open for 15 months or longer, will affect our sales growth and will continue to be a critical factor affecting profit growth. Our ability to increase comparable store sales depends in part on our ability to successfully implement our initiatives to build sales. It is possible such initiatives will not be successful, that we will not achieve our target comparable store sales growth or that the change in comparable store sales could be negative, which may cause a decrease in sales and profit growth that would adversely affect our business, financial condition or results of operations. Our failure to manage our growth effectively could harm our business and operating results. Our growth plan includes a combination of new shops and increasing same store sales. Our existing management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain management and operating personnel. We may not be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and on our existing infrastructure, or be able to hire or retain the necessary management and operating personnel, which could harm our business, financial condition or results of operations. Opening new shops in existing markets may negatively affect sales at our existing shops. The consumer target area of our shops varies by location, depending on a number of factors, including population density, other local retail and business attractions, area demographics and geography. As a result, the opening of a new shop in or near markets in which we already have shops could adversely affect the sales of those existing shops. Existing shops could also make it more difficult to build our consumer base for a new shop in the same market. Our business strategy does not entail opening new shops that we believe will materially affect sales at our existing shops, but we may selectively open new shops in and around areas of existing shops that are operating at or near capacity to effectively serve our customers. Sales cannibalization between our shops may become significant in the future as we continue to expand our operations and could affect our sales growth, which could, in turn, adversely affect our business, financial condition or results of operations. We are subject to risks associated with leasing property subject to long-term non-cancelable leases, and the costs of exiting leases at shops we have closed or may close in the future may be greater than we estimate. We do not own any real property and all of our company-owned shops are located in leased premises. The leases for our shop locations generally have initial terms of ten years and typically provide for two renewal options in five-year increments as well as for rent escalations. Generally, our leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent. We generally cannot cancel these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If we close a shop, we nonetheless may be obligated to perform our monetary obligations under the applicable lease, including, among other things, payment of the base rent for the balance of the lease term. In addition, as each of our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close shops in desirable locations. See Managements Discussion and Analysis of Financial Condition and Results of OperationsResults of OperationsFiscal year 2019 (52 Weeks) Compared to Fiscal year 2018 (52 Weeks)Revenues in Item 7. We may sublease or assign properties and face future liability if subtenants or assignees default or incur contingent liabilities. For the underperforming shops we have closed, we have negotiated lease termination agreements on terms that are acceptable to us for a majority of them. However, in some cases we may seek to either assign leases and retain contingent liability for rent and other lease obligations or to retain the tenants obligations under the lease and sublease the shop premises to a third party. But we may be unable to enter into such arrangements on acceptable terms and even if we do such arrangements may result in our incurring liabilities and expenses in future periods or the rent payments we receive from subtenants being less than our rent obligations under the leases. Under these circumstances, we would be responsible for any shortfall. Damage to our reputation or lack of acceptance of our brand in existing or new markets could negatively impact our business, financial condition and results of operations. We believe we have built our reputation on the high quality of our food, service and staff, as well as on our unique culture and the ambience in our shops, and we must protect and grow the value of our brand to continue to be successful in the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. For example, our brand value could suffer and our business could be adversely affected if customers perceive a reduction in the quality of our food, service or staff, or an adverse change in our culture or ambience, or otherwise believe we have failed to deliver a consistently positive experience. 15 We may be adversely affected by news reports or other negative publicity (regardless of their accuracy), regarding food quality issues, public health concerns, illness, safety, injury or government or industry findings concerning our shops, restaurants operated by other foodservice providers, or others across the food industry supply chain. The risks associated with such negative publicity cannot be completely eliminated or mitigated and may materially harm our results of operations and result in damage to our brand. Also, there has been a marked increase in the use of social media platforms, including blogs, social media websites and other forms of Internet-based communications which allows individual access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for dissemination of trade secret information, compromising valuable company assets. In sum, the dissemination of information online could harm our business, prospects, financial condition and results of operations, regardless of the informations accuracy. Our marketing programs may not be successful. In 2018, we hired a new Chief Marketing Officer and introduced new promotional activities and media strategies. We intend to continue to invest in marketing efforts that we believe will attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, if these initiatives are not successful, we may engage in additional promotional activities to attract and retain customers, including buy-one get-one offers and other offers for free or discounted food, and any such additional promotional activities could adversely impact our results of operations. We also plan to continue to emphasize mobile and other digital ordering, delivery and pick-up orders, and catering. These efforts may not succeed to the degree we expect, or may result in unexpected operational challenges that adversely impact our costs. We may also seek to introduce new menu items that may not generate the level of sales we expect. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we are able to. Should our competitors increase spending on marketing and advertising or our marketing funds decrease for any reason, or should our advertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition. Our business is subject to seasonal fluctuations. Historically, customer spending patterns for our established shops are lowest in the first quarter of the year due to holidays, consumer habits and adverse weather. Our quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year. Because many of our shops are concentrated in local or regional areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in these areas. Our financial performance is highly dependent on shops located in Illinois, Texas, Michigan, Maryland, Washington, D.C. and Virginia, which comprised approximately 67% of our total domestic shops as of December 29, 2019. Shops located in the Chicago metropolitan area comprised approximately 25% of our total domestic shops as of such date. As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In addition, given our geographic concentrations, negative publicity regarding any of our shops in these areas could have a material adverse effect on our business and operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, or natural or man- made disasters. In particular, adverse weather conditions, such as regional winter storms, floods, severe thunderstorms and hurricanes, could negatively impact our results of operations. Temporary or prolonged shop closures may occur and customer traffic may decline due to the actual or perceived effects of future weather related events. 16 Our digital business, which has become an increasingly significant part of our business, is subject to risks. In 2019, we launched a refreshed catering website and announced delivery partnerships with third-party delivery services to accommodate the growth of our digital business. If we do not continue to grow our digital business, it may be difficult for us to achieve our planned sales growth. We rely on some third-party delivery services to fulfill delivery orders, and the ordering and payment platforms used by these third-parties, or our mobile app or online ordering system, could be interrupted by technological failures, user errors, cyber-attacks or other factors, which could adversely impact sales through these channels and negatively impact our reputation. Additionally, our delivery partners are responsible for order fulfillment and errors or failures to make timely deliveries could cause guests to stop ordering from us. The third-party restaurant delivery business is intensely competitive, with a number of players competing for market share, online traffic capital, and delivery drivers. If the third-party delivery services that we utilize cease or curtail operations, increase their fees, or give greater priority or promotions on their platforms to our competitors, our delivery business and our sales may be negatively impacted. Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, and new information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our results of operations. Government regulation and changes in consumer eating habits resulting from shifting attitudes regarding diet and health or new information regarding changes in the health effects of consuming our menu offerings may impact our business. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings. For example, PPACA establishes a uniform, federal requirement for certain restaurants to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require chain restaurants with 20 or more locations operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. In addition, a number of states, counties, and cities have enacted menu labeling laws imposing requirements for additional menu disclosure, such as sodium content. An unfavorable report on, or reaction to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings. Compliance with current and future laws and regulations regarding the ingredients and nutritional content of our menu items may be costly and time-consuming. Additionally, if consumer health regulations or consumer eating habits change significantly, we may be required to modify or discontinue certain menu items, and we may experience higher costs associated with the implementation of those changes. Additionally, some government authorities are increasing regulations regarding trans-fats and sodium, which may require us to limit or eliminate trans-fats and sodium from our menu offerings or switch to higher cost ingredients or may hinder our ability to operate in certain markets. If we fail to comply with these laws or regulations, our business could experience a material adverse effect. We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits. The imposition of menu-labeling laws could have an adverse effect on our results of operations and financial position, as well as the restaurant industry in general. We are subject to many federal, state and local laws with which compliance is both costly and complex. The restaurant industry is subject to extensive federal, state and local laws and regulations, including those relating to building and zoning requirements and those relating to the preparation and sale of food. The development and operation of restaurants depend to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. We are also subject to licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards. We are subject to federal and state laws governing our relationships with employees (including the Fair Labor Standards Act of 1938, the Immigration Reform and Control Act of 1986, and applicable requirements concerning the minimum wage, overtime, family leave, working conditions, safety standards, immigration status, unemployment tax rates, workers compensation rates and state and local payroll taxes) and federal and state laws which prohibit discrimination. As significant numbers of our associates are paid at rates related to the applicable minimum wage, further increases in the minimum wage or other changes in these laws could increase our labor costs. Our ability to respond to minimum wage increases by increasing menu prices will depend on the responses of our competitors and customers. 17 We are subject to the ADA, which, among other things, requires our shops to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we could be required to expend funds to modify our shops to provide service to, or make reasonable accommodations for the employment of, disabled persons. In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship and residency. Government regulations could also affect and change the items we procure for resale such as commodities. In addition, our domestic franchising activities are subject to laws enacted by a number of states, rules and regulations promulgated by the U.S. Federal Trade Commission and certain rules and requirements regulating franchising activities in foreign countries. 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 franchise sales and our relationships with our franchisees. The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, have an adverse effect on our results of operations. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws, including the ADA, could require us to expend significant funds to make modifications to our shops if we failed to comply with applicable standards. Compliance with all of these laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings. Failure to obtain and maintain required licenses and permits or to comply with food control regulations could lead to the loss of our food service licenses and, thereby, harm our business. Restaurants are required under various federal, state and local government regulations to obtain and maintain licenses, permits and approvals to operate their businesses and such regulations are subject to change from time to time. The failure to obtain and maintain these licenses, permits and approvals could adversely affect our operating results. Typically, licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals could adversely affect our existing shops and delay or result in our decision to cancel the opening of new shops, which would adversely affect our business. Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results. We are dependent on frequent deliveries of fresh food products that meet our specifications. Shortages or interruptions in the supply of fresh food products caused by problems in production or distribution, inclement weather, unanticipated demand or other conditions could adversely affect the availability, quality and cost of ingredients, which would adversely affect our operating results. We have a limited number of suppliers for our major products and rely on a distribution network with a limited number of distribution partners for the majority of our national distribution program in the U.S. If our suppliers or distributors are unable to fulfill their obligations under their contracts, it could harm our operations. We have a limited number of suppliers for our major products, such as bread. In 2019, we purchased almost all of our bread from one supplier, Campagna-Turano Bakery, Inc., and more than 95% of our meat products from ten suppliers. In addition, we contract with a distribution network with a limited number of distribution partners located throughout the nation to provide the majority of our food distribution services in the U.S. Through our arrangement, our food supplies are largely distributed through six primary distributors. Although we believe that alternative supply and distribution sources are available, there can be no assurance that we will be able to identify or negotiate with such sources on terms that are commercially reasonable to us. If our suppliers or distributors are unable to fulfill their obligations under their contracts or we are unable to identify alternative sources, we could encounter supply shortages and incur higher costs. See BusinessSourcing and Supply Chain in Item 1. Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business. We rely on our computer systems and network infrastructure across our operations, including point-of-sale processing at our shops. In addition, we are increasingly relying on cloud computing and other technologies that result in third parties holding customer information on our behalf. Our operations depend upon our and our third party vendors ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. In addition, an increasing number of transactions are processed through our mobile application. Disruptions, failures or other performance issues with such customer facing technology systems could impair the benefits such systems provide to our business and negatively impact our relationship with our customers. 18 Security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions may adversely affect our business. The majority of our sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information of their customers has been stolen. We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our customers credit or debit card information. Most states have also enacted legislation requiring notification of security breaches involving personal information, including credit and debit card information. Additionally, the California Privacy Act of 2018 (CCPA), which became effective on January 1, 2020, provides a new private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties. Any such claim or proceeding, or any adverse publicity resulting from these allegations, may have a material adverse effect on our business. We maintain disclosure controls and procedures to ensure we will timely and sufficiently notify our investors of material cybersecurity risks and incidents, including the associated financial, legal or reputational consequences of such an event. In addition, we maintain policies and procedures to prevent directors, senior officers and other corporate insiders from trading stock after being made aware of a material cybersecurity incident and to control the distribution of information about cybersecurity events that could constitute material nonpublic information about Potbelly; however, we cannot be certain that a corporate insider who becomes aware of a material cybersecurity incident does not undertake to buy or sell Potbelly stock before information about the incident becomes publicly available. Changes to estimates related to our property, right-of-use assets for operating leases and equipment or operating results that are lower than our current estimates at certain shop locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our results of operations. In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates and projections with regard to individual shop operations, as well as our overall performance, in connection with our impairment analyses for long-lived assets. When impairment triggers are deemed to exist for any location, the estimated forecasted shop cash flows are compared to its carrying value. If the carrying value exceeds the estimated forecasted shop cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset group. The projections of future cash flows used in these analyses require the use of judgment and a number of estimates and projections of future operating results. If actual results differ from our estimates, additional charges for asset impairments may be required in the future. We have experienced significant impairment charges in past years. If future impairment charges are significant, our reported operating results would be adversely affected. We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business. Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks and other proprietary intellectual property, including our name and logos and the unique ambiance of our shops. We have registered or applied to register a number of our trademarks. We cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties intellectual property rights. If third parties claim that we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even those without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert managements attention and resources or require us to enter into royalty or licensing agreements in order to obtain the right to use a third partys intellectual property. Restaurant companies have been the target of class action lawsuits and other proceedings alleging, among other things, violations of federal and state workplace and employment laws. Proceedings of this nature are costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs. Our business is subject to the risk of litigation by employees, consumers, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. In recent years, restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. 19 Occasionally, our customers file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to one of our shops, including actions seeking damages resulting from food-borne illness or accidents in our shops. We are also subject to a variety of other claims from third parties arising in the ordinary course of our business, including contract claims. The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their customers. We may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters. Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. In addition, they may generate negative publicity, which could reduce customer traffic and sales. Although we maintain what we believe to be adequate levels of insurance, insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims or any adverse publicity resulting from claims could adversely affect our business and results of operations. Unionization activities or labor disputes may disrupt our operations and affect our profitability. Although none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results of operations. In addition, a labor dispute involving some or all of our employees may harm our reputation, disrupt our operations and reduce our revenues, and resolution of disputes may increase our costs. As an employer, we may be subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefit issues. Such actions, if brought against us and successful in whole or in part, may affect our ability to compete or could adversely affect our business, financial condition or results of operations. We have limited control with respect to the operations of our franchisees which could have a negative impact on our business. Our franchisees are obligated to operate their shops according to the specific guidelines we set forth. We provide training opportunities to these franchisees to integrate them into our operating strategy. However, since we do not have control over these shops, we cannot give assurance that there will not be differences in product quality, operations, marketing or profitably or that there will be adherence to all of our guidelines at these shops. The failure of these shops to operate effectively could adversely affect our cash flows from those operations or have a negative impact on our reputation or our business. In addition, franchisees may not have access to the financial or management resources that they need to open the shops contemplated by their agreements with us, or be able to find suitable sites on which to develop them, or they may elect to cease development for other reasons. Franchisees may not be able to negotiate acceptable lease or purchase terms for the sites, obtain the necessary permits and governmental approvals or meet construction schedules. Any of these problems could slow our growth from franchise operations and reduce our franchise revenues. Additionally, financing from banks and other financial institutions may not always be available to franchisees to construct and open new shops. The lack of adequate financing could adversely affect the number and rate of new shop openings by our franchisees and adversely affect our future franchise revenues. Risks Related to Ownership of Our Common Stock Our business could be negatively affected as a result of actions of activist stockholders. From time to time, we may be subject to proposals by stockholders urging us to take certain corporate action. If activist stockholder activities ensue, our business could be adversely impacted because: • • • responding to actions by activist stockholders can be costly and time-consuming, and divert the attention of our management and employees; perceived uncertainties as to our future direction may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners; and pursuit of an activist stockholders agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders. 20 Our stock price could be extremely volatile and, as a result, you may not be able to resell your shares at or above the price you paid for them. Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The stock market in general has been highly volatile, and this may be especially true for our common stock given our growth strategy and stage of development. As a result, the market price of our common stock is likely to be similarly volatile. You may experience a decrease, which could be substantial, in the value of your stock, including decreases unrelated to our operating performance or prospects, and could lose part or all of your investment. The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those described elsewhere in this Annual Report and others such as: • • • • • • • • • • • • • • actual or anticipated fluctuations in our quarterly or annual operating results and the performance of our competitors; publication of research reports by securities analysts about us, our competitors or our industry; our failure or the failure of our competitors to meet analysts projections or guidance that we or our competitors may give to the market; additions and departures of key personnel; sales, or anticipated sales, of large blocks of our stock or of shares held by our stockholders, directors or executive officers; strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; the passage of legislation or other regulatory developments affecting us or our industry; speculation in the press or investment community, whether or not correct, involving us, our suppliers or our competitors; changes in accounting principles; litigation and governmental investigations; terrorist acts, acts of war or periods of widespread civil unrest; a food-borne illness outbreak; severe weather, natural disasters and other calamities; and changes in general market and economic conditions. As we operate in a single industry, we are especially vulnerable to these factors to the extent that they affect our industry or our products. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our managements attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation. Provisions in our certificate of incorporation and by-laws and Delaware law may discourage, delay or prevent a change of control of our company or changes in our management and, therefore, may depress the trading price of our stock. Our certificate of incorporation and by-laws include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of our company or changes in our management, including, among other things: • • • • • • restrictions on the ability of our stockholders to fill a vacancy on the board of directors; our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; the inability of our stockholders to call a special meeting of stockholders; the absence of cumulative voting in the election of directors, which may limit the ability of minority stockholders to elect directors; advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of us; and our by-laws may only be amended by the affirmative vote of the holders of at least 66-2/3% of the voting power of outstanding shares of our capital stock entitled to vote generally in the election of directors or by our board of directors. 21 Section 203 of the Delaware General Corporation Law may affect the ability of an interested stockholder to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an interested stockholder. An interested stockholder is defined to include persons owning directly or indirectly 15% or more of the outstanding voting stock of a corporation. Because we have no plans to pay regular cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it. Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements. Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders may experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES We do not own any real property. As of December 29, 2019, we had the following number of company-operated shops located in the following areas: Location Illinois........................................................ Texas.......................................................... Michigan.................................................... Maryland.................................................... District of Columbia .................................. Virginia...................................................... Minnesota .................................................. Wisconsin .................................................. Ohio ........................................................... New York .................................................. Colorado .................................................... Arizona ...................................................... Number of Shops Location Number of Shops 108 Washington ....................................................... 72 Indiana .............................................................. 32 Massachusetts ................................................... 29 Oregon .............................................................. 23 Kansas............................................................... 22 Utah................................................................... 21 Pennsylvania ..................................................... 17 Oklahoma.......................................................... 17 New Jersey........................................................ 15 Missouri ............................................................ 13 Kentucky........................................................... 12 12 9 6 6 4 3 2 2 1 1 1 Total ................................................................. 428 Initial lease terms for our company-operated properties are generally ten years, with the majority of the leases providing for an option to renew for two additional five-year terms. Nearly all of our leases provide for a minimum annual rent, and some of our leases call for additional rent based on sales volume at the particular location over specified minimum levels. Generally, the leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent. For additional information regarding our leases, see Managements Discussion and Analysis of Financial Condition and Results of OperationsContractual Obligations in Item 7. 22 As of December 29, 2019, we occupied approximately 32,000 square feet of office space in Chicago, Illinois under an 11-year lease for our corporate headquarters. ITEM 3. LEGAL PROCEEDINGS The Company is subject to legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of ultimate liability with respect to those actions should not have a material adverse impact on the Companys financial position or results of operations and cash flows. In October 2017, plaintiffs filed a purported collective and class action lawsuit (the Complaint) in the United States District Court for the Southern District of New York against the Company alleging violations of the Fair Labor Standards Act (FLSA) and New York Labor Law (NYLL). The plaintiffs allege that the Company violated the FLSA and NYLL by not paying overtime compensation to our assistant managers and violated NYLL by not paying spread-of-hours pay. The Complaint was brought as a nationwide collective action under the FLSA and as a class action under NYLL. Since the filing of the Complaint, the plaintiffs filed a proposed amended complaint removing the NYLL class claim, but adding a proposed Illinois state law class action. In May 2019, the parties participated in a mediation and resolved the claims, which received final court approval on February 4, 2020. All charges related to the claims are reflected in the statement of operations. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable 23 PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Market Prices and Dividends The Companys common stock is listed on the NASDAQ under the symbol PBPB. As of January 26, 2020, there were 33 stockholders of record of our common stock. This number excludes stockholders whose stock is held in nominee or street name by brokers. Dividend Policy The Company currently intends to retain all available funds and any future earnings to fund the development and growth of the business and for repurchases of the Companys common stock, and therefore Potbelly does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Potbelly board of directors, subject to compliance with covenants in future agreements governing our indebtedness, and will depend upon Company results of operations, financial condition, capital requirements and other factors that the board of directors deems relevant. In addition, in certain circumstances, the revolving credit facility restricts Potbellys ability to pay dividends. See Managements Discussion and Analysis of Financial Condition and Results of OperationsCredit Facility in Item 7. Purchases of Equity Securities by the Issuer The following table contains information regarding purchases of Company common stock made by or on behalf of Potbelly Corporation during the 13 weeks ended December 29, 2019 (in thousands, except per share data): Period September 30, 2019 October 27, 2019 ........... October 28, 2019 November 24, 2019 ........... November 25, 2019 December 29, 2019........ Total ............................................................. Total Number of Shares Purchased Average Price Pai d per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Program (2) Maximum Value of Shares that May Yet be Purchased Under the Program (2) $ $ 11 $ 11 4.92 $ $ $ 37.9 37.9 37.9 (1) Average price paid per share excludes commissions. (2) On May 8, 2018, the Company announced that its Board of Directors authorized a stock repurchase program for up to $65.0 million of its outstanding common stock. The stock repurchase program replaced the previous $30.0 million program, authorized in September 2016. The current program permits the Company, from time to time, to purchase shares in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions. No time limit has been set for the completion of the repurchase program and the program may be suspended or discontinued at any time. See Note 10 for further information regarding the Companys stock repurchase program. 24 Performance Graph The following graph and accompanying table show the cumulative total return to stockholders of Potbelly Corporations common stock relative to the cumulative total returns of the NASDAQ Composite Index, S&P 600 SmallCap Index and S&P 600 Restaurants Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of dividends) from December 28, 2014 to December 29, 2019. The stock price performance included in this graph is not necessarily indicative of future stock price performance. 5 Year Cumulative Total Return $220 $200 $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 e r b m e c e D 1 4 a r c h 2 0 M 0 2 1 J 5 S u 5 b 0 1 m 1 m 0 2 e c e r e D e 2 p t e n e 5 b e r 1 5 a r c h 2 0 M 0 2 1 J 6 S u 6 b 0 1 m 1 m 0 2 e c e r e D e 2 p t e n e 6 b e r 1 6 a r c h 2 0 M 0 2 1 J 7 S u 7 b 0 1 m e r e D 7 b 1 m 0 2 e c e 2 p t e n e 0 2 e r 7 1 A p ril 2 0 1 J 8 b 0 1 m 8 S 2 p t e u l y e e r e D 1 m 0 2 e c 8 b e r 1 8 a r c h 2 0 M 0 2 1 J 9 S u 9 b 0 1 m 1 m 0 2 e c e r e D e 2 p t e n e 9 1 0 2 9 b e r Potbelly Corporation S&P 600 SmallCap Index NASDAQ Composite-Total Return S&P 600 Restaurants Index 25 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth Potbellys selected consolidated financial and other data as of the dates and for the periods indicated. The Company derived the statements of operations and cash flow data presented below for the fiscal years ended December 29, 2019, December 30, 2018 and December 31, 2017 and the balance sheet data presented below as of December 29, 2019 and December 30, 2018 from the Companys audited consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K. The statements of operations and cash flow data for the fiscal years ended December 25, 2016 and December 27, 2015 and the balance sheet data as of December 31, 2017, December 25, 2016 and December 27, 2015 have been derived from the Companys audited consolidated financial statements not included in this Annual Report on Form 10-K. The Companys historical results are not necessarily indicative of Potbellys results in any future period. Operating results are reported on a 52-week fiscal year calendar, with a 53-week year occurring every fifth or sixth year. The Companys fiscal year ends on the last Sunday of each calendar year. Fiscal year 2017 was a 53-week year and fiscal years 2019, 2018, 2016, and 2015 were 52-week years. The first three quarters of our fiscal year consist of 13 weeks, and our fourth quarter consists of 13 weeks for 52-week fiscal years and 14 weeks for 53-week fiscal years. Potbellys selected consolidated financial and other data should be read in conjunction with the disclosure set forth under Risk Factors in Item 1A, Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and the Companys consolidated financial statements and the related notes included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Statement of Operations Data: Total revenues....................................................................... $ 409,707 $ 422,638 December 29, 2019 December 30, 2018 Fiscal Year Ended December 31, 2017 ($ in thousands) 428,111 $ December 25, 2016 December 27, 2015 $ 407,131 $ 372,849 Expenses Sandwich shop operating expenses Cost of goods sold, excluding depreciation................. Labor and related expenses ......................................... Occupancy expenses.................................................... Other operating expenses ............................................ General and administrative expenses................................ Depreciation expense........................................................ Pre-opening costs.............................................................. Impairment and loss on disposal of property and equipment.......................................................................... Total expenses................................................................... Income (loss) from operations .......................................... Interest expense ...................................................................... Income (loss) before income taxes......................................... Income tax expense (benefit) (1) ............................................. Net income (loss) ................................................................... Net income attributable to non-controlling interests (2).......... Net income (loss) attributable to Potbelly Corporation.... 108,326 128,403 58,977 50,178 47,949 22,103 35 2,932 418,903 (9,196) 199 (9,395) 14,190 (23,585) 407 (23,992) 111,083 127,962 59,789 50,363 46,862 23,142 472 13,567 433,240 (10,602) 142 (10,744) (2,195) (8,549) 329 (8,878) 113,426 126,337 58,562 49,209 44,618 25,680 1,441 10,761 430,034 (1,923) 124 (2,047) 4,643 (6,690) 266 (6,956) 111,026 117,838 52,444 43,738 40,411 22,734 1,786 4,141 394,118 13,013 134 12,879 4,443 8,436 224 8,212 105,614 106,628 46,762 39,869 37,322 21,476 2,160 3,589 363,420 9,429 221 9,208 3,466 5,742 114 5,628 Net income (loss) attributable to common stockholders... $ (23,992) $ (8,878) $ (6,956) $ 8,212 $ 5,628 26 December 29, 2019 Fiscal Year Ended December December 31, 30, 2018 2017 ($ in thousands, except per share data) December 25, 2016 December 27, 2015 Net income (loss) per common share attributable to common stockholders (3): Basic................................................................................. $ Diluted.............................................................................. $ (1.01) (1.01) $ $ (0.35) (0.35) $ $ (0.28) (0.28) $ $ 0.32 0.31 $ $ 0.20 0.20 Weighted average shares outstanding: Basic................................................................................. Diluted.............................................................................. 23,850 23,850 25,173 25,173 25,045 25,045 25,624 26,231 28,002 28,634 Cash Flows Data: Net cash provided by (used in): Operating activities .......................................................... Investing activities ........................................................... Financing activities .......................................................... 18,168 (14,365) (4,772) 30,988 (21,395) (15,348) 41,819 (34,684) (4,984) 45,969 (37,820) (16,776) 40,320 (36,058) (35,261) Selected Other Data: Total company-operated shops (end of period)..................... Change in company-operated comparable store sales........... Operating income (loss) margin (4) ........................................ Shop-level profit margin (5) ................................................... Capital expenditures .............................................................. Adjusted EBITDA (6) ............................................................. Adjusted EBITDA margin (6)................................................. 428 (3.0)% (2.2)% 15.0% 437 (1.4)% (2.5)% 16.7% 437 (3.8)% (0.4)% 18.2% 411 1.4% 3.2% 19.7% 372 4.4% 2.5% 19.4% 14,365 25,501 21,395 34,990 34,684 41,693 36,712 44,145 35,725 37,196 6.2% 8.3% 9.7% 10.8% 10.0% December 29, 2019 December 30, 2018 December 31, 2017 ($ in thousands) December 25, 2016 December 27, 2015 Balance Sheet Data: Total current assets ........................................................... $ Total assets........................................................................ Total current liabilities...................................................... Total liabilities .................................................................. Total equity ....................................................................... 32,223 332,879 53,774 263,710 69,169 $ 39,420 153,215 29,026 57,682 95,533 $ 45,203 170,730 27,352 53,492 117,238 $ 38,551 175,445 27,815 51,209 124,236 $ 49,781 174,507 25,182 44,294 130,213 (1) The Company recorded a non-cash charge to income tax expense of $13.6 million related to the recognition of a full valuation allowance against its deferred tax assets during 2019. In connection with the Companys initial analysis of the impact of the Tax Cuts and Jobs Act of 2017 (the Tax Act), Potbelly recorded additional tax expense of $3.8 million for the fiscal year 2017, the period in which the legislation was enacted. See Note 7 to the Consolidated Financial Statements for additional information related to the Tax Act. (2) Non-controlling interests represent non-controlling partners share of the assets, liabilities and operations related to seven joint venture investments. Potbelly has ownership interests ranging from 51-80% in these consolidated joint ventures. (3) Net income (loss) per common share attributable to common stockholders is calculated using the weighted average number of (4) (5) common shares outstanding for the period. Income from operations as a percentage of total revenues. Shop-level profit is not required by, or presented in accordance with, GAAP, and is defined as income (loss) from operations less franchise royalties and fees, general and administrative expenses, depreciation expense, pre-opening costs and impairment and loss on disposal of property and equipment. Shop-level profit is a supplemental measure of operating performance of the Companys shops and the calculation thereof may not be comparable to that reported by other companies. Shop-level profit margin represents shop-level profit expressed as a percentage of net company-operated sandwich shop sales. Shop-level profit and shop-level profit margin have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of Potbellys results as reported under GAAP. Management believes shop-level profit margin is an important tool for investors because it is a widely used metric within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management uses shop-level profit margin as a key metric to evaluate the profitability of incremental sales at the Companys shops, to evaluate our shop performance across periods and to evaluate our shop financial performance compared with our competitors. See Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 for a discussion of shop-level profit margin and other key performance indicators. A reconciliation of shop-level profit to income (loss) from operations and a calculation of shop-level profit margin is provided below: 27 Income (loss) from operations ............................................... $ Less: Franchise royalties and fees .................................... General and administrative expenses ............................... Depreciation expense ....................................................... Pre-opening costs ............................................................. Impairment and loss on disposal of property and equipment ......................................................................... Shop-level profit [Y].............................................................. $ 2,932 60,804 Total revenues .................................................................. $ 409,707 3,019 Less: Franchise royalties and fees .................................... Sandwich shop sales, net [X] ................................................. $ 406,688 Shop-level profit margin [Y÷X] ............................................ 15.0% December 29, 2019 December 30, 2018 Fiscal Year Ended December 31, 2017 ($ in thousands) December 25, 2016 December 27, 2015 (9,196) $ 3,019 47,949 22,103 35 (10,602) $ 3,212 46,862 23,142 472 $ (1,923) $ 3,179 44,618 25,680 1,441 13,013 2,257 40,411 22,734 1,786 9,429 1,895 37,322 21,476 2,160 13,567 $ 70,229 $ 422,638 3,212 $ 419,426 10,761 $ 77,398 $ 428,111 3,179 $ 424,932 4,141 $ 79,828 $ 407,131 2,257 $ 404,874 3,589 $ 72,081 $ 372,849 1,895 $ 370,954 16.7% 18.2% 19.7% 19.4% (6) Adjusted EBITDA is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. Potbelly defines adjusted EBITDA as net income (loss) before depreciation and amortization expense, interest expense and the provision for income taxes, adjusted to eliminate the impact of other items set forth in the reconciliation below, including certain non-cash as well as certain other items that we do not consider representative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by total revenues. Adjusted EBITDA has limitations as an analytical tool, and the Companys calculation thereof may not be comparable to that reported by other companies; accordingly, it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA is a key metric used by management. Additionally, adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Potbelly uses adjusted EBITDA alongside GAAP measures such as operating income (loss) and net income (loss) to measure profitability as a key profitability target in the Companys annual and other budgets. Potbelly also uses adjusted EBITDA to compare our performance against that of peer companies. Potbelly believes that adjusted EBITDA provides useful information in facilitating operating performance comparisons from period to period and company to company. A reconciliation of adjusted EBITDA to net income attributable to Potbelly Corporation is provided below: December 29, 2019 December 30, 2018 Fiscal Year Ended December 31, 2017 ($ in thousands) December 25, 2016 December 27, 2015 Net income (loss) attributable to Potbelly Corporation.... $ Depreciation expense ..................................................... Interest expense.............................................................. Income tax expense (benefit) ......................................... EBITDA................................................................................. $ Impairment, loss on disposal of property and equipment, and closures (a) ............................................. Stock-based compensation (b) ......................................... Nonrecurring professional services (c)............................ CEO transition costs (d)................................................... Proxy related costs(e) ...................................................... Legal settlements(f) ......................................................... Restructuring and other costs(g) ...................................... Adjusted EBITDA ................................................................ $ (23,992) $ 22,103 199 14,190 12,500 $ (8,878) $ 23,142 142 (2,195) 12,211 $ (6,956) $ 25,680 124 4,643 23,491 $ 6,050 2,335 3,070 (127) 1,673 25,501 $ 15,603 2,882 1,564 810 1,920 34,990 $ 11,659 3,848 2,695 41,693 $ 8,212 22,734 134 4,443 35,523 4,265 3,057 1,300 44,145 $ $ $ 5,628 21,476 221 3,466 30,791 4,006 2,399 37,196 (a) (b) (c) This adjustment includes costs related to impairment of long-lived assets, loss on disposal of property and equipment and shop closure expenses. Shop closure expenses are recorded in general and administrative expenses in the consolidated statement of operations. Additionally, fiscal year 2015 reflects costs associated with moving the Companys corporate headquarters. This adjustment includes non-cash stock-based compensation. The Company incurred certain costs beginning in the third quarter of 2019 for nonrecurring professional services, which ended in the fourth quarter. 28 (d) (e) (f) (g) The Company incurred certain costs related to the transition between the current and former CEO in 2018 and 2017. Transition costs were included in general and administrative expenses in the consolidated statements of operations and were related to the accelerated vesting of share-based compensation awards, salary related charges in accordance with the former CEOs employment agreement, relocation related charges, and various other transition costs. The Company incurred certain professional and other costs and associated benefits related to the shareholder proxy matter. These costs and benefits were included in general and administrative expenses in the consolidated statements of operations. For the fiscal year ended December 25, 2016, this adjustment relates to a legal expense incurred to establish an accrual related to a Fair Labor Standards Act claim. The Company incurred certain restructuring costs related to severance and other costs that were included in general and administrative expenses in the consolidated statements of operations. 29 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the Companys financial condition and results of operations should be read in conjunction with Selected Financial Data in Item 6 and the Companys consolidated financial statements and the related notes to those statements included in Item 8. The discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause Potbelly results to differ materially from expectations. The Companys actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those described in Risk Factors in Item 1A and elsewhere in this report. Overview Potbelly Corporation is a neighborhood sandwich concept that has been a much-needed lunch-break escape for more than 40 years. Potbelly owns and operates Potbelly Sandwich Shop concepts in the United States. The Company also has domestic franchise operations of Potbelly Sandwich Shop concepts. Potbellys chief operating decision maker is our Chief Executive Officer. Based on how our Chief Executive Officer reviews financial performance and allocates resources on a recurring basis, the Company has one operating segment and one reportable segment. Our shop model is designed to generate, and has generated, strong cash flow, attractive shop-level financial results and high returns on investment. We operate our shops successfully in a wide range of geographic markets, population densities and real estate settings. We aim to generate average shop-level profit margins, a non-GAAP measure, that range from the high teens to above 20%. Our ability to achieve such margins and returns depends on a number of factors. For example, we face increasing labor and commodity costs, which we have partially offset by increasing menu prices. Although there is no guarantee that we will be able to maintain these returns, we believe our attractive shop economics support our ability to profitably grow our brand in new and existing markets. The table below sets forth a rollforward of company-operated and franchise-operated activities: Company- Operated Domestic Shops as of December 25, 2016 ......................................... Shops opened ...................................................................... Shops closed ....................................................................... Shops as of December 31, 2017........................................ Shops opened ...................................................................... Shops closed ....................................................................... Shops as of December 30, 2018........................................ Shops opened ...................................................................... Shops closed ....................................................................... Shops as of December 29, 2019........................................ 411 34 (8) 437 10 (10) 437 2 (11) 428 Franchise-Operated International 13 4 (1) 16 3 (11) 8 (8) 30 12 (3) 39 4 (2) 41 7 (2) 46 Total Total Company 43 16 (4) 55 7 (13) 49 7 (10) 46 454 50 (12) 492 17 (23) 486 9 (21) 474 Fiscal Year Operating results are reported on a 52-week fiscal year calendar, with a 53-week year occurring every fifth or sixth year. Our fiscal year ends on the last Sunday of each calendar year. Fiscal years 2019 and 2018 were a 52-week year, while 2017 was a 53- week. The first three quarters of our fiscal year consist of 13 weeks and our fourth quarter consists of 13 weeks for 52-week fiscal years and 14 weeks for 53-week fiscal years. Key Performance Indicators In assessing the performance of the Companys business, Potbelly considers a variety of performance and financial measures. The key measures for determining how the business is performing are comparable store sales, shop-level profit margins and adjusted EBITDA. 30 Company-Operated Comparable Store Sales Comparable store sales reflect the change in year-over-year sales for the comparable company-operated store base. Potbelly defines the comparable store base to include those shops open for 15 months or longer. As of the fiscal years ended December 29, 2019, December 30, 2018 and December 31, 2017, there were 423, 416 and 379 shops, respectively, in Potbellys comparable company-operated store base. Comparable store sales growth can be generated by an increase in number of transactions and/or by increases in the average check amount resulting from a shift in menu mix and/or increase in price. This measure highlights performance of existing shops as the impact of new shop openings is excluded. Entrees are defined as sandwiches, salads and bowls of soup or mac and cheese. Number of Company-Operated Shop Openings The number of company-operated shop openings reflects the number of shops opened during a particular reporting period. Before Potbelly opens new shops, the Company incurs pre-opening costs, which are defined below. Often, new shops open with an initial start-up period of higher than normal sales volumes, which subsequently decrease to stabilized levels. While sales volumes are generally higher during the initial opening period, new shops typically experience normal inefficiencies in the form of higher cost of sales, labor and other direct operating expenses and as a result, shop-level profit margins are generally lower during the start-up period of operation. The average start-up period is 10 to 13 weeks. The number and timing of shop openings has had, and is expected to continue to have, an impact on the Companys results of operations. Shop-Level Profit Margin Shop-level profit margin is defined as net company-operated sandwich shop sales less company-operated sandwich shop operating expenses, including cost of goods sold, labor and related expenses, other operating expenses and occupancy expenses, as a percentage of net company-operated sandwich shop sales. Shop-level profit margin is not required by, or presented in accordance with GAAP. Potbelly believes shop-level profit margin is important in evaluating shop-level productivity, efficiency and performance. Adjusted EBITDA Potbelly defines adjusted EBITDA as net income before depreciation and amortization, interest expense and provision for income taxes, adjusted for the impact of the following items that the Company does not consider representative of ongoing operating performance: stock-based compensation expense, impairment and shop closure expenses, gain or loss on disposal of property and equipment, pre-opening expenses and CEO transition costs as well as other one-time, non-recurring charges. Potbelly believes that adjusted EBITDA is a more appropriate measure of operating performance, as it provides a clearer picture of operating results by eliminating expenses that are not reflective of underlying business performance. Key Financial Definitions Revenues Potbelly generates revenue from net company-operated sandwich shop sales and franchise operations. Net company-operated shop sales consist of food and beverage sales, net of promotional allowances and employee meals. Company-operated shop sales are influenced by new shop openings, shop closures and comparable store sales. Franchise royalties and fees consist of an initial franchise fee, a franchise development agreement fee and royalty income from the franchisee. Cost of Goods Sold, Excluding Depreciation Cost of goods sold consists primarily of food and beverage related costs. The components of cost of goods sold are variable in nature, change with sales volume, are influenced by menu mix and are subject to increases or decreases based on fluctuations in commodity costs. Labor and Related Expenses Labor and related expenses include all shop-level management and hourly labor costs, including salaries, wages, benefits and performance incentives, labor taxes and other indirect labor costs. Occupancy Expenses Occupancy expenses include fixed and variable portions of rent, common area maintenance and real estate taxes. 31 Other Operating Expenses Other operating expenses include all other shop-level operating costs, the major components of which are credit card fees, operating supplies, utilities, repair and maintenance costs, shop-level marketing costs and musician expense. General and Administrative Expenses General and administrative expenses is comprised of expenses associated with corporate and administrative functions that support the development and operations of shops, including compensation and benefits, travel expenses, stock-based compensation costs, legal and professional fees, advertising costs, costs related to abandoned new shop development sites and other related corporate costs. Depreciation Expense Depreciation expense includes the depreciation of fixed assets and capitalized leasehold improvements. Pre-Opening Costs Pre-opening costs consist of costs incurred prior to opening a new shop and are made up primarily of travel, employee payroll and training costs incurred prior to the shop opening, as well as occupancy costs incurred from when we take site possession to shop opening. Shop pre-opening costs are expensed as incurred. Impairment and Loss on Disposal of Property and Equipment Potbelly reviews long-lived assets, such as property and equipment, intangibles and lease right-of-use assets, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable and records an impairment charge when appropriate. The impairment loss recognized is the excess of the carrying value of the asset over its fair value. Typically, the fair value of the asset is determined by estimating discounted future cash flows associated with the asset. The fair value of right-of-use assets is estimated using market comparative information for similar properties. Loss on disposal of property and equipment represents the net book value of property and equipment less proceeds received, if applicable, on assets abandoned or sold. These losses are related to normal disposals in the ordinary course of business, along with disposals related to shop closures and selected shop remodeling activities. Interest Expense Interest expense consists of interest and fees associated with our credit facility, including the amortization of debt issuance costs and other miscellaneous interest charges. Non-controlling Interests Non-controlling interests represent non-controlling partners share of the assets, liabilities and operations related to seven joint venture investments. Potbelly has ownership interests ranging from 51-80% in these consolidated joint ventures. 32 Results of Operations Fiscal Year 2019 (52 Weeks) Compared to Fiscal Year 2018 (52 Weeks) The following table presents information comparing the components of net income for the periods indicated (dollars in thousands): Revenues Fiscal Year 2019 % of Revenues Sandwich shop sales, net................ $ Franchise royalties and fees ........... Total revenues .............................. 406,688 3,019 409,707 99.3% $ 0.7 100.0 % of Revenues Increase (Decrease) Percent Change 99.2% $ 0.8 100.0 (12,738) (193) (12,931) (3.0)% (6.0) (3.1) 2018 419,426 3,212 422,638 111,083 127,962 59,789 50,363 46,862 23,142 472 13,567 433,240 (10,602) 142 (10,744) (2,195) (8,549) 329 26.5 30.5 14.3 12.0 11.1 5.5 0.1 3.2 102.5 (2.5) * (2.5) (0.5) (2.0) * (2,757) 441 (812) (185) (2.5) 0.3 (1.4) (0.4) 1,087 (1,039) (437) (10,635) (14,337) 1,406 57 1,349 16,385 (15,036) 78 2.3 (4.5) (92.6) (78.4) (3.3) (13.3) 40.1 (12.6) >(100) >100 23.7 >100 Expenses (Percentages stated as a percent of sandwich shop sales, net) Sandwich shop operating expenses Cost of goods sold, excluding depreciation .............................. Labor and related expenses....... Occupancy expenses................. Other operating expenses.......... (Percentages stated as a percent of total revenues) General and administrative expenses ......................................... Depreciation expense ..................... Pre-opening costs ........................... Impairment and loss on disposal of property and equipment ................. Total expenses................................ Loss from operations...................... Interest expense ................................... Loss before income taxes .................... Income tax expense (benefit)............... Net loss ................................................ Net income attributable to non- controlling interests ............................. Net loss attributable to Potbelly Corporation........................................ $ * Amount is less than 0.1% Revenues 108,326 128,403 58,977 50,178 47,949 22,103 35 2,932 418,903 (9,196) 199 (9,395) 14,190 (23,585) 407 26.6 31.6 14.5 12.3 11.7 5.4 * 0.7 102.2 (2.2) * (2.3) 3.5 (5.8) 0.1 (23,992) (5.9)% $ (8,878) (2.1)% $ (15,114) Revenues decreased by $12.9 million, or 3.1%, to $409.7 million for the fiscal year 2019, from $422.6 million for the fiscal year 2018. This decrease was driven by a $12.3 million, or 3.0%, decrease in sales from company-operated comparable store shops and a decrease in sales of $6.6 million from shops that have closed. These decreases were partially offset by increases in sales from recently opened shops that were not yet in our company-operated comparable store sales population during 2019. The decrease in company- operated comparable store sales resulted from a decrease in traffic partially offset by an increase in average check and certain menu price increases. 33 Cost of Goods Sold Cost of goods sold decreased by $2.8 million, or 2.5%, to $108.3 million for the fiscal year 2019, compared to $111.1 million for the fiscal year 2018, primarily due to a decrease in sales volume. As a percentage of sandwich shop sales, cost of goods sold increased to 26.6% for the fiscal year 2019, from 26.5% for the fiscal year 2018, primarily driven by product inflation partially offset by certain menu price increases. Labor and Related Expenses Labor and related expenses increased by $0.4 million, or 0.3%, to $128.4 million for the fiscal year 2019, from $128.0 million for the fiscal year 2018, primarily due to inflationary wage increases in certain states, which were partially offset by a decrease in expense from shops that have closed. As a percentage of sandwich shop sales, labor and related expenses increased to 31.6% for the fiscal year 2019, from 30.5% for fiscal year 2018, primarily driven by inflationary wage increases and sales deleverage. Occupancy Expenses Occupancy expenses decreased by $0.8 million, or 1.4%, to $59.0 million for the fiscal year 2019, from $59.8 million for the fiscal year 2018, primarily due to a decrease in expense from shops that have closed. As a percentage of sandwich shop sales, occupancy expenses increased to 14.5% for the fiscal year 2019, from 14.3% for the fiscal year 2018, primarily due to sales deleverage partially offset by certain menu price increases. Other Operating Expenses Other operating expenses decreased by $0.2 million, or 0.4%, to $50.2 million for the fiscal year 2019, from $50.4 million for the fiscal year 2018. The decrease was primarily attributable to a decrease in music and certain items variable with sales, partially offset by higher expenses related to third-party delivery partnerships driven by increased sales in that channel. As a percentage of sandwich shop sales, other operating expenses increased to 12.3% for fiscal year 2019, from 12.0% for fiscal year 2018, primarily driven by sales deleverage in operating expense items such as utilities and other expenses not directly variable with sales and an increase in expenses related to third-party delivery partnerships. General and Administrative Expenses General and administrative expenses increased by $1.0 million, or 2.3%, to $47.9 million for the fiscal year 2019, from $46.9 million for the fiscal year 2018. As a percentage of revenues, general and administrative expenses increased to 11.7% for the fiscal year 2019, from 11.1% for the fiscal year 2018. These increases were driven primarily by non-recurring professional service fees and certain costs related to store closures, partially offset by a decrease in restructuring costs, stock-based compensation expense and performance-based incentive expenses. Depreciation Expense Depreciation expense decreased by $1.0 million, or 4.5%, to $22.1 million for the fiscal year 2019, from $23.1 million for the fiscal year 2018, primarily due to a lower depreciable base related to closed shops and lower existing shop capital investments. As a percentage of revenues, depreciation decreased to 5.4% for the fiscal year 2019, from 5.5% for the fiscal year 2018, driven by a lower depreciable base related to impaired and closed shops. Pre-Opening Costs Pre-opening costs decreased by $0.4 million, or 92.6%, to $35 thousand for the fiscal year 2019, from $0.5 million for the fiscal year 2018. The decrease was due to fewer shops opened during fiscal year 2019 compared to fiscal year 2018. Impairment and Loss on Disposal of Property and Equipment Impairment and loss on disposal of property and equipment decreased to $2.9 million for fiscal year 2019, compared to $13.6 million for fiscal year 2018. After performing a periodic review of the Companys shops during each fiscal quarter of 2019, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. The Company performed impairment analyses related to these shops and recorded impairment charges of $2.9 million for the excess of the carrying amount recorded on the balance sheet over the fair value of the assets. The Company performs impairment analyses on a quarterly basis which involves significant judgment by management including estimates of future cash flows and future growth rates, among other assumptions. Based on the Companys current projections, no impairment, beyond what has already been recorded, has been identified. However, given the current challenges facing the industry and our business, future evaluations could result in additional impairment charges. 34 Interest Expense Interest expense was $0.2 million for the fiscal year 2019 and $0.1 million for the fiscal year 2018. Income Tax Expense Income tax expense increased by $16.4 million to $14.2 million for the fiscal year 2019, from a benefit of $2.2 million for the fiscal year 2018. The change was primarily attributable to the valuation allowance on deferred tax assets recorded by the Company during the first quarter of 2019, as a result of the changes in projected taxable income for 2019. During its assessment for the first quarter of 2019, the Company estimated it would be in a three-year cumulative loss position as of December 29, 2019. Therefore, the Company determined based on the available evidence that a full valuation allowance against its net deferred tax assets was required. As a result of this valuation allowance, the Company did not provide for an income tax benefit on the pre-tax loss recorded for the year ended December 29, 2019. This accounting treatment has no effect on the Companys ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly. 35 Results of Operations Fiscal Year 2018 (52 Weeks) Compared to Fiscal Year 2017 (53 Weeks) The following table presents information comparing the components of net income for the periods indicated (dollars in thousands): Revenues Fiscal Year 2018 % of Revenues Sandwich shop sales, net................ $ Franchise royalties and fees ........... Total revenues .............................. 419,426 3,212 422,638 99.2% $ 0.8 100.0 Expenses (Percentages stated as a percent of sandwich shop sales, net) Sandwich shop operating expenses Cost of goods sold, excluding depreciation .............................. Labor and related expenses....... Occupancy expenses................. Other operating expenses.......... (Percentages stated as a percent of total revenues) General and administrative expenses ......................................... Depreciation expense ..................... Pre-opening costs ........................... Impairment and loss on disposal of property and equipment ................. Total expenses................................ Income from operations ................. Interest expense ................................... Income (loss) before income taxes ...... Income tax expense ............................. Net income (loss)................................. Net income attributable to non- controlling interests ............................. Net income (loss) attributable to Potbelly Corporation......................... $ * Amount is less than 0.1% Revenues 111,083 127,962 59,789 50,363 46,862 23,142 472 13,567 433,240 (10,602) 142 (10,744) (2,195) (8,549) 329 26.5 30.5 14.3 12.0 11.1 5.5 0.1 3.2 102.5 (2.5) * (2.5) (0.5) (2.0) * 2017 424,932 3,179 428,111 113,426 126,337 58,562 49,209 44,618 25,680 1,441 10,761 430,034 (1,923) 124 (2,047) 4,643 (6,690) 266 % of Revenues Increase (Decrease) Percent Change 99.3% $ 0.7 100.0 (5,506) 33 (5,473) (1.3)% 1.0 (1.3) 26.7 29.7 13.8 11.6 10.4 6.0 0.3 2.5 100.4 (0.4) * (0.5) 1.1 (1.6) * (2,343) 1,625 1,227 1,154 2,244 (2,538) (969) 2,806 3,206 (8,679) 18 (8,697) (6,838) (1,859) (2.1) 1.3 2.1 2.3 5.0 (9.9) (67.2) 26.1 0.7 >100 14.5 >100 >(100) 27.8 63 23.7 (8,878) (2.1)% $ (6,956) (1.6)% $ (1,922) 27.6% Revenues decreased by $5.5 million, or 1.3%, to $422.6 million for the fiscal year 2018, from $428.1 million for the fiscal year 2017. This decrease was driven by a $5.6 million, or 1.4%, decrease in sales from company-operated comparable store shops, a decrease in sales of $9.1 million from shops that have closed and the impact of the additional week in fiscal 2017. These decreases were partially offset by increases in sales from shops that were not yet in our company-operated comparable store sales population during 2018. The decrease in company-operated comparable store sales resulted from a decrease in traffic partially offset by certain menu price increases. 36 Cost of Goods Sold Cost of goods sold decreased by $2.3 million, or 2.1%, to $111.1 million for the fiscal year 2018, compared to $113.4 million for the fiscal year 2017, primarily due to a decrease in sales volume. As a percentage of sandwich shop sales, cost of goods sold decreased to 26.5% for the fiscal year 2018, from 26.7% for the fiscal year 2017, primarily driven by certain menu price increases. Labor and Related Expenses Labor and related expenses increased by $1.6 million, or 1.3%, to $128.0 million for the fiscal year 2018, from $126.3 million for the fiscal year 2017, primarily due to new shop openings and inflationary wage increases in certain states, which were partially offset by a decrease in expense from shops that have closed. As a percentage of sandwich shop sales, labor and related expenses increased to 30.5% for the fiscal year 2018, from 29.7% for fiscal year 2017, primarily driven by inflationary wage increases and a decrease in company-operated comparable store shop revenue. Occupancy Expenses Occupancy expenses increased by $1.2 million, or 2.1%, to $59.8 million for the fiscal year 2018, from $58.6 million for the fiscal year 2017, primarily due to new shop openings and an increase in rent expense, real estate taxes, and common area maintenance. These increases were partially offset by a decrease in expenses from shops that have closed. As a percentage of sandwich shop sales, occupancy expenses increased to 14.3% for the fiscal year 2018, from 13.8% for the fiscal year 2017, primarily due to a decrease in company-operated comparable store shop revenue and an increase in real estate taxes, rent expense and common area maintenance. These increases in the percentage of revenue were partially offset by a decrease in expenses from shops that have closed. Other Operating Expenses Other operating expenses increased by $1.2 million, or 2.3%, to $50.4 million for the fiscal year 2018, from $49.2 million for the fiscal year 2017. The increase was attributable to certain investments in off-premise and information technology as well as higher utility costs. This increase was partially offset by a decrease in local shop marketing expenses. As a percentage of sandwich shop sales, other operating expenses increased to 12.0% for fiscal year 2018, from 11.6% for fiscal year 2017, primarily driven by a decrease in company-operated comparable store shop revenue, certain investments in off-premise and information technology and higher utility expenses. General and Administrative Expenses General and administrative expenses increased by $2.2 million, or 5.0%, to $46.9 million for the fiscal year 2018, from $44.6 million for the fiscal year 2017. The increase was driven primarily by certain costs related to store closures, certain proxy-related legal costs, restructuring activities and advertising costs. These increases were partially offset by lower costs associated with our CEO transition and reductions to labor travel expenses. As a percentage of revenues, general and administrative expenses increased to 11.1% for the fiscal year 2018, from 10.4% for the fiscal year 2017, primarily due to costs related to store closures, certain proxy- related legal costs, restructuring activities and advertising costs. These increases were partially offset by lower costs associated with our CEO transition and lower labor and travel expenses. Depreciation Expense Depreciation expense decreased by $2.5 million, or 9.9%, to $23.1 million for the fiscal year 2018, from $25.7 million for the fiscal year 2017, primarily due to a lower depreciable base related to closed shops and existing shop capital investments. As a percentage of revenues, depreciation decreased to 5.5% for the fiscal year 2018, from 6.0% for the fiscal year 2017, driven by a decrease in company-operated comparable store shop revenue and a lower depreciable base related to impaired and closed shops. Pre-Opening Costs Pre-opening costs decreased by $1.0 million, or 67.2%, to $0.5 million for the fiscal year 2018, from $1.4 million for the fiscal year 2017 Impairment and Loss on Disposal of Property and Equipment Impairment and loss on disposal of property and equipment increased to $13.6 million for fiscal year 2018, compared to $10.8 million for fiscal year 2017. After performing a periodic review of the Companys shops during each fiscal quarter of 2018, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. The Company performed impairment analyses related to these shops and recorded impairment charges of $13.6 million for the excess of the carrying amount recorded on the balance sheet over the estimated fair value of the assets. The Company performs impairment analyses on a quarterly basis which involves significant judgment by management including estimates of future cash flows and future growth rates, among other assumptions. Based on the Companys current projections, no impairment, beyond what has already been recorded, has been identified. However, given the current challenges facing the industry and our business, future evaluations could result in additional impairment charges. 37 Interest Expense Interest expense was $0.1 million for fiscal year 2018 and 2017 Income Tax Expense Income tax expense decreased by $6.8 million to a benefit of $2.2 million for the fiscal year 2018, from an expense of $4.6 million for the fiscal year 2017. This reduction in expense was attributable to 2018s write-down of deferred tax assets as a result of the Tax Cuts and Jobs Act of 2017 (the Tax Act), of which no similar change occurred in 2018, and a reduction in the discrete tax expense associated with ASU 2016-09-Stock Compensation partially offset by the change in federal statutory rates. The effective tax rate was a benefit of 20.4% for the fiscal year 2018, compared to an effective rate of 226.8% for the fiscal year 2017. The favorable change to the effective tax rate relates to the Tax Act, of which no similar change occurred in 2018, and a reduction in the discrete tax expense associated with ASU 2016-09-Stock Compensation, partially offset by the change in federal statutory rates. Quarterly Results and Seasonality The following table sets forth certain unaudited financial and operating data in each fiscal quarter during the fiscal year 2019 and 2018. The quarterly information includes all normal recurring adjustments that Potbelly considers necessary for the fair presentation of the information shown. This information should be read in conjunction with the Companys consolidated financial statements and the related notes to those statements included Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K. March 31, 2019 2019 Fiscal Quarters Ended (1) September 29, 2019 June 30, 2019 December 29, 2019 Total revenues ................................................................... $ Income (loss) from operations........................................... Net loss attributable to Potbelly Corporation .................... Total company-operated shops (end of period)................. Change in company-operated comparable store sales....... 98,087 (4,723) (18,439) 431 (4.7)% $ (unaudited; dollars in thousands) 104,238 $ (2,143) (2,355) 427 (3.0)% 105,630 (1,468) (1,866) 429 (4.0)% $ 101,752 (862) (1,332) 428 (0.1)% April 1, 2018 2018 Fiscal Quarters Ended (1) September 30, 2018 July 1, 2018 December 30, 2018 Total revenues ................................................................... $ Income (loss) from operations........................................... Net loss attributable to Potbelly Corporation .................... Total company-operated shops (end of period)................. Change in company-operated comparable store sales....... 102,917 (2,630) (2,194) 438 (3.6)% $ (unaudited; dollars in thousands) 106,996 $ (2,697) (1,961) 435 (0.2)% 110,347 95 (360) 436 (0.2)% $ 102,378 (5,370) (4,363) 437 (1.7)% Historically, customer spending patterns for company-operated shops are lowest in the first quarter of the year. Potbelly quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, Company financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year. Liquidity and Capital Resources General Potbellys on-going primary sources of liquidity and capital resources are cash provided from operating activities, existing cash and cash equivalents and the Companys credit facility. Potbellys primary requirements for liquidity and capital are new shop openings, existing shop capital investments (maintenance and improvements), repurchases of Company common stock, lease obligations, purchases of existing franchise-operated shops, and working capital and general corporate needs. Potbellys requirement for working capital is not significant since the Companys customers pay for their food and beverage purchases in cash or payment cards (credit or debit) at the time of sale. Thus, Potbelly is able to sell certain inventory items before the Company needs to pay its suppliers for such items. Company shops do not require significant inventories or receivables. Potbelly believes that these sources of liquidity and capital will be sufficient to finance the Companys continued operations and expansion plans for at least the next twelve months. 38 The following table presents summary cash flow information for the periods indicated (in thousands): Operating activities.............................................................. $ Investing activities ............................................................... Financing activities.............................................................. Net increase (decrease) in cash ................................................. $ 2019 $ 18,168 (14,365) (4,772) (969) $ Fiscal Year 2018 $ 30,988 (21,395) (15,348) (5,755) $ 2017 41,819 (34,684) (4,984) 2,151 Operating Activities Net cash provided by operating activities decreased to $18.2 million for the fiscal year 2019, from $31.0 million for the fiscal year 2018. The $12.8 million decrease is primarily driven by an increase in loss from operations. Net cash provided by operating activities decreased to $31.0 million for the fiscal year 2018, from $41.8 million for the fiscal year 2017. The $10.8 million decrease is primarily driven by an increase in loss from operations. Investing Activities Net cash used in investing activities decreased to $14.4 million for the fiscal year 2019, from $21.4 million for the fiscal year 2018. The decrease was primarily due to a decrease in construction costs for new shops as well as a decrease in capital expenditures related to IT projects. Net cash used in investing activities decreased to $21.4 million for the fiscal year 2018, from $34.7 million for the fiscal year 2017. The decrease was primarily due to construction costs for 10 new company-operated shops opened for the fiscal year 2018 compared to construction costs for 34 new company-operated shops opened for the fiscal year 2017 as well as a decrease in capital expenditures for future shop openings. Financing Activities Net cash used in financing activities decreased to $4.8 million for the fiscal year 2019, from $15.3 million for the fiscal year 2018. The decrease was primarily driven by an $18.7 million decrease in repurchases of treasury stock offset by an $8.1 million decrease in proceeds from the exercise of stock options during the fiscal year 2019 compared the fiscal year 2018. Net cash used in financing activities increased to $15.3 million for the fiscal year 2018, from $5.0 million for the fiscal year 2017. The increase in net cash used was mainly driven by $22.9 million of treasury stock repurchased during the fiscal year 2018 compared to $12.9 million during the fiscal year 2017. Stock Repurchase Program On May 8, 2018, the Company announced that its Board of Directors authorized a stock repurchase program for up to $65.0 million of its outstanding common stock. The program permits the Company, from time to time, to purchase shares in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended) or in privately negotiated transactions. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions, Securities and Exchange Commission requirements and other factors. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors. During fiscal year 2019, the Company repurchased 648 thousand shares of common stock for approximately $4.2 million under the stock repurchase program, including cost and commission, in open market transactions. At December 29, 2019, the remaining dollar value of authorization under the share repurchase program was $37.9 million, which includes commission. 39 Credit Facility On August 7, 2019, the Company entered into a second amended and restated revolving credit facility agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. (JPMorgan) that expires in July 2022. The Credit Agreement amends and restates that certain amended and restated revolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan. The Credit Agreement provides, among other things, for a revolving credit facility in a maximum principal amount of $40 million, with possible future increases of up to $20 million under an expansion feature. Borrowings under the credit facility generally bear interest at the Companys option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a margin ranging from 1.25% to 1.75% or (ii) a prime rate as announced by JPMorgan plus a margin ranging from 0.00% to 0.50%. The applicable margin is determined based upon the Companys consolidated total leverage ratio. On the last day of each calendar quarter, the Company is required to pay a commitment fee of 0.20% per annum in respect of any unused commitments under the credit facility. So long as certain total leverage ratios, EBITDA thresholds and minimum liquidity requirements are met and no default or event of default has occurred or would result, there is no limit on the restricted payments (primarily distributions and equity repurchases) that the Company may make, provided that proceeds of the loans under the Credit Agreement may not be used for purposes of making restricted payments. As of December 29, 2019, the Company had no amounts outstanding under the Credit Agreement. Off-Balance Sheet Arrangements As of December 29, 2019, the Company does not have any off-balance sheet arrangements, synthetic leases, investments in special purpose entities or undisclosed borrowings or debt that would be required to be disclosed pursuant to Item 303 of Regulation S-K under the Exchange Act. Contractual Obligations The following table presents contractual obligations and commercial commitments as of December 29, 2019 (in thousands): Payments Due By Period Operating leases (a) ............................................................ $ Accounts payable................................................................ $ Total.................................................................................... $ Total 333,711 3,886 337,597 $ $ $ Less than 1 year 46,581 3,886 50,467 $ $ $ 1-3 years 3-5 years 81,735 $ $ $ 81,735 63,939 $ $ $ 63,939 More than 5 years 141,456 141,456 (a) Includes base lease terms and certain optional renewal periods that are included in the lease term. Certain of these options are subject to escalation based on various market-based factors. Impact of Inflation Potbellys profitability is dependent, among other things, on the Companys ability to anticipate and react to changes in the costs of key operating resources, including food and beverages, labor, energy and other services. Substantial increases in costs and expenses could impact the Companys operating results to the extent such increases cannot be passed along to the customers. Apart from the commodity effects discussed above, in general, Potbelly has been able to substantially offset shop and operating cost increases resulting from inflation by altering the menu items, increasing menu prices, making productivity improvements or other adjustments. However, certain areas of costs, notably labor and utilities, can be significantly volatile or subject to significant changes due to changes in laws or regulations, such as the minimum wage laws. There can be no assurance that Potbelly will generate increases in comparable store sales in amounts sufficient to offset inflationary or other cost pressures. Critical Accounting Policies and Estimates Potbellys discussion and analysis of the financial condition and results of operations are based on Potbellys consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Critical accounting policies are those that management believes are both most important to the portrayal of Potbellys financial condition and operating results, and require managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company bases its estimates on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Potbellys significant accounting policies can be found in Note 2 to the consolidated financial statements in Item 8. Potbelly considers the following policies to be the most critical in understanding the judgments that are involved in preparing the Companys consolidated financial statements. 40 Impairment of Long-Lived Assets The Company assesses potential impairments to its long-lived assets, which includes property and equipment and right-of-use assets for operating leases, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped at the individual shop-level for purposes of the impairment assessment because a shop represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated forecasted shop cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated forecasted shop cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value of the shop assets is determined using the income approach. Key inputs to this approach include forecasted shop cash flows, discount rate, and estimated market rent, which are all classified as Level 3 inputs. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company used a weighted average cost of capital to discount the future cash flows. A 100 basis point change in weighted average cost of capital would not have a material impact on the calculation of an impairment charge. After performing periodic reviews of Company shops during each quarter of 2019, 2018 and 2017, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. The Company performed an impairment analysis for these shops and recorded impairment charges of $2.6 million, $13.4 million and $10.6 million for the fiscal years 2019, 2018 and 2017, respectively, which is included in impairment and loss on disposal of property and equipment in the consolidated statements of operations. Based on the Companys analysis, no impairment, beyond what has already been recorded, has been identified. Given the current challenges facing the industry and our business, future evaluations could result in additional material impairment charges. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are attributable to differences between amounts recorded in our financial statements and our income tax returns. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. During its assessment for the first quarter of 2019, the Company estimated it would be in a three-year cumulative loss position as of December 29, 2019. Therefore, the Company determined based on the available evidence that a full valuation allowance against its net deferred tax assets was recorded. As a result of this valuation allowance, the Company did not provide for an income tax benefit on the pre-tax loss recorded for the year ended December 29, 2019. This accounting treatment has no effect on the Companys ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly. 41 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Potbelly is subject to interest rate risk in connection with borrowings under the credit facility, which bears interest at variable rates. As of December 29, 2019, the Company had no amounts outstanding under the credit facility. A 100 basis point change in the interest rate would not have a material impact on the Companys financial condition or results of operations. Potbelly did not have any material exposure to interest rate market risks for fiscal year 2019. Commodity Price Risk Potbelly is also exposed to commodity price risks. Many of the food products the Company purchases are subject to changes in the price and availability of food commodities, including among other things beef, poultry, grains, dairy and produce. Prices may be affected due to market changes, increased competition, the general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. Potbelly works with its suppliers and uses a mix of forward pricing protocols for certain items under which the Company agrees with suppliers on fixed prices for deliveries at some time in the future, fixed pricing protocols under which the Company agrees on a fixed price with the supplier for the duration of that protocol and formula pricing protocols under which the prices Potbelly pays are based on a specified formula related to the prices of the goods, such as spot prices. Potbellys use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically twelve months or less). The Company does not enter into futures contracts or other derivative instruments. Increased prices or shortages could generally affect the cost and quality of the items Potbelly buys or may require us to further raise prices or limit the Companys menu options. These events, combined with other general economic and demographic conditions, could impact Potbellys pricing and negatively affect the Companys sales and profit margins. 42 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm ................................................................................................................. Consolidated Balance Sheets as of December 29, 2019 and December 30, 2018 ................................................................................ Consolidated Statements of Operations for the years ended December 29, 2019, December 30, 2018 and December 31, 2017............. Consolidated Statements of Equity for the years ended December 29 2019, December 30, 2018 and December 31, 2017................ Consolidated Statements of Cash Flows for the years ended December 29, 2019, December 30, 2018 and December 31, 2017............ Notes to the Consolidated Financial Statements ................................................................................................................................... 44 45 46 47 48 49 43 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Potbelly Corporation and subsidiaries Chicago, Illinois Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Potbelly Corporation and subsidiaries (the "Company") as of December 29, 2019 and December 30, 2018, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 29, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 29, 2019 and December 30, 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2019, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 29, 2019, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle As discussed in Note 8 to the consolidated financial statements, the Company changed its method of accounting for leases in the year ended December 29, 2019 due to the adoption of ASU No. 2016-02 Leases (Topic 842) using the modified retrospective approach. 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 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. 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. /s/ Deloitte & Touche LLP Chicago, Illinois February 27, 2020 We have served as the Company's auditor since 2005. 44 Potbelly Corporation and Subsidiaries Consolidated Balance Sheets (amounts in thousands, except par value data) December 29, 2019 December 30, 2018 Assets Current assets Cash and cash equivalents .............................................................................................. $ Accounts receivable, net of allowances of $202 and $113 as of December 29, 2019 and December 30, 2018, respectively............................................................................. Inventories ...................................................................................................................... Prepaid expenses and other current assets...................................................................... Total current assets ...................................................................................................... Property and equipment, net........................................................................................... Right-of-use assets for operating leases ......................................................................... Indefinite-lived intangible assets.................................................................................... Goodwill ......................................................................................................................... Deferred income taxes, non-current ............................................................................... Deferred expenses, net and other assets ......................................................................... Total assets .................................................................................................................... $ Liabilities and Equity Current liabilities Accounts payable............................................................................................................ $ Accrued expenses ........................................................................................................... Short-term operating lease liabilities.............................................................................. Accrued income taxes..................................................................................................... Total current liabilities................................................................................................. Deferred rent and landlord allowances........................................................................... Long-term operating lease liabilities .............................................................................. Other long-term liabilities .............................................................................................. Total liabilities .............................................................................................................. Commitments and contingencies (Note 14) ................................................................... Equity Common stock, $0.01 par valueauthorized 200,000 shares; outstanding 23,638 and 24,143 shares as of December 29, 2019 and December 30, 2018, respectively ............ Additional paid-in-capital............................................................................................... Treasury stock, held at cost, 9,465 and 8,801 shares as of December 29, 2019, and December 30, 2018, respectively ................................................................................... Accumulated deficit........................................................................................................ Total stockholders equity .............................................................................................. Non-controlling interest.................................................................................................. Total equity ................................................................................................................... 18,806 $ 4,257 3,473 5,687 32,223 79,032 211,988 3,404 2,222 4,010 332,879 3,886 20,398 29,319 171 53,774 206,726 3,210 263,710 $ $ 19,775 4,737 3,482 11,426 39,420 87,782 3,404 2,222 13,385 7,002 153,215 3,835 25,029 162 29,026 22,905 5,751 57,682 331 435,278 (112,680) (254,081) 68,848 321 69,169 330 432,771 (108,372) (229,558) 95,171 362 95,533 Total liabilities and equity ........................................................................................... $ 332,879 $ 153,215 See accompanying notes to the consolidated financial statements. 45 Potbelly Corporation and Subsidiaries Consolidated Statements of Operations (amounts and shares in thousands, except per share data) Revenues Sandwich shop sales, net ........................................................................... $ Franchise royalties and fees....................................................................... Total revenues .......................................................................................... $ 406,688 3,019 409,707 $ 419,426 3,212 422,638 424,932 3,179 428,111 2019 Fiscal Year 2018 2017 Expenses Sandwich shop operating expenses ........................................................... Cost of goods sold, excluding depreciation ......................................... Labor and related expenses .................................................................. Occupancy expenses ............................................................................ Other operating expenses ..................................................................... General and administrative expenses......................................................... Depreciation expense................................................................................. Pre-opening costs....................................................................................... Impairment and loss on disposal of property and equipment .................... Total expenses ........................................................................................... Loss from operations ................................................................................. 108,326 128,403 58,977 50,178 47,949 22,103 35 2,932 418,903 (9,196) 111,083 127,962 59,789 50,363 46,862 23,142 472 13,567 433,240 (10,602) Interest expense.................................................................................................. Loss before income taxes................................................................................... Income tax expense (benefit) ............................................................................. Net loss............................................................................................................... Net income attributable to non-controlling interest ........................................... Net loss attributable to Potbelly Corporation ............................................... $ 199 (9,395) 14,190 (23,585) 407 (23,992) $ 142 (10,744) (2,195) (8,549) 329 (8,878) $ Net loss per common share attributable to common stockholders: Basic .......................................................................................................... $ Diluted ....................................................................................................... $ (1.01) $ (1.01) $ (0.35) $ (0.35) $ Weighted average shares outstanding: Basic .......................................................................................................... Diluted ....................................................................................................... 23,850 23,850 25,173 25,173 See accompanying notes to the consolidated financial statements. 113,426 126,337 58,562 49,209 44,618 25,680 1,441 10,761 430,034 (1,923) 124 (2,047) 4,643 (6,690) 266 (6,956) (0.28) (0.28) 25,045 25,045 46 (8,878) (690) (690) 8,244 Potbelly Corporation and Subsidiaries Consolidated Statements of Equity (amounts and shares in thousands) Balance at December 25, 2016 ...................... 25,139 $ Net income (loss) ..................................... Stock-based compensation plans ............. Exercise of stock warrants ....................... Repurchases of common stock................. Distributions to non-controlling interest .. Contributions from non-controlling interest...................................................... Stock-based compensation expense ......... 697 242 (1,078) Common Stock Shares Amount Additional Paid-In- Capital Accumulated Deficit Non- Controlling Interest Warrants Treasury Stock 309 $ (72,321) $ 7 2 (12,941) 909 $407,622 $ (213,034) $ (909) (6,956) 6,480 2,879 4,676 Balance at December 31, 2017.................... 25,000 $ 318 $ (85,262) $ $421,657 $ (219,990) $ Net income (loss) ..................................... Cumulative impact of Topic 606, net of tax of $250 ............................................... Stock-based compensation plans ............. Treasury shares used for stock-based plans ......................................................... Repurchases of common stock................. Distributions to non-controlling interest .. Contributions from non-controlling interest...................................................... Stock-based compensation expense ......... 1,112 (16) (1,953) 12 (194) (22,916) 8,232 2,882 Balance at December 30, 2018.................... 24,143 $ 330 $(108,372) $ $432,771 $ (229,558) $ Net income (loss) ..................................... Cumulative impact of Topic 842, net of tax of $196 ............................................... Stock-based compensation plans ............. Treasury shares used for stock-based plans ......................................................... Repurchases of common stock................. Distributions to non-controlling interest .. Contributions from non-controlling interest...................................................... Stock-based compensation expense ......... 159 (16) (648) 1 (91) (4,217) (23,992) 172 2,335 (531) Balance at December 29, 2019.................... 23,638 $ 331 $(112,680) $ $435,278 $ (254,081) $ See accompanying notes to the consolidated financial statements. 47 Total Equity 751 $ 124,236 (6,690) 266 6,487 1,972 (12,941) (513) (513) 11 11 4,676 515 $ 117,238 (8,549) 329 (194) (22,916) (580) (580) 98 362 $ 407 98 2,882 95,533 (23,585) (523) (531) 173 (91) (4,217) (523) 75 321 $ 75 2,335 69,169 Potbelly Corporation and Subsidiaries Consolidated Statements of Cash Flows (amounts in thousands) Cash flows from operating activities: Net loss ................................................................................................................ $ Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense........................................................................................... Noncash lease expense ........................................................................................ Deferred income tax ............................................................................................ Deferred rent and landlord allowances ................................................................ Stock-based compensation expense..................................................................... Excess tax deficiency from stock-based compensation....................................... Asset impairment, store closure and disposal of property and equipment .......... Amortization of debt issuance costs .................................................................... Changes in operating assets and liabilities: Accounts receivable, net ................................................................................ Inventories...................................................................................................... Prepaid expenses and other assets.................................................................. Accounts payable ........................................................................................... Operating lease liabilities............................................................................... Accrued expenses and other liabilities........................................................... Net cash provided by operating activities ............................................................. 2019 Fiscal Year 2018 2017 (23,585) $ (8,549) $ (6,690) 22,103 27,853 13,808 2,335 2,989 55 480 9 5,917 (249) (29,725) (3,822) 18,168 23,142 (3,016) (82) 2,882 1,089 13,762 37 100 43 (694) 177 2,097 30,988 25,680 6,096 1,911 4,676 2,112 10,947 37 (650) (160) (3,190) 286 764 41,819 Cash flows from investing activities: Purchases of property and equipment.................................................................. Net cash used in investing activities....................................................................... (14,365) (14,365) (21,395) (21,395) (34,684) (34,684) Cash flows from financing activities: Treasury stock repurchase ................................................................................... Debt issuance costs.............................................................................................. Proceeds from exercise of stock options ............................................................. Proceeds from exercise of stock warrants ........................................................... Employee taxes on certain stock-based payment arrangements.......................... Contributions from non-controlling interest........................................................ Distributions to non-controlling interest.............................................................. Net cash used in financing activities ...................................................................... Net increase (decrease) in cash and cash equivalents ............................................... Cash and cash equivalents at beginning of period .................................................... Cash and cash equivalents at end of period .............................................................. $ Supplemental cash flow information: Income taxes paid...................................................................................................... $ Interest paid............................................................................................................... Supplemental non-cash investing and financing activities: Unpaid liability for purchases of property and equipment........................................ $ (4,217) (189) 173 (91) 75 (523) (4,772) (969) 19,775 18,806 187 108 1,198 $ $ $ (22,916) 8,244 (194) 98 (580) (15,348) (5,755) 25,530 19,775 250 110 751 $ $ $ (12,941) 6,487 1,972 11 (513) (4,984) 2,151 23,379 25,530 1,656 94 1,741 See accompanying notes to the consolidated financial statements. 48 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements (1) Organization and Other Matters Business Potbelly Corporation, a Delaware corporation, together with its subsidiaries (collectively referred to as the Company, Potbelly, we, us, or our), owns or operates more than 400 company-owned shops in the United States as of December 29, 2019. Additionally, Potbelly franchisees operate over 40 shops domestically. (2) Summary of Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of Potbelly Corporation; its wholly owned subsidiary, Potbelly Illinois, Inc. (PII); PIIs wholly owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works LLC (LLC); seven of LLCs wholly owned subsidiaries and LLCs seven joint ventures, collectively, the Company. All intercompany balances and transactions have been eliminated in consolidation. For consolidated joint ventures, non-controlling interest represents a non- controlling partners share of the assets, liabilities and operations related to the seven joint venture investments. The Company has ownership interests ranging from 51-80% in these consolidated joint ventures. The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements. (b) Reporting Period The Company uses a 52/53-week fiscal year that ends on the last Sunday of the calendar year. Approximately every five or six years a 53rd week is added. Fiscal years 2019, 2018 and 2017 consisted of 52, 52 and 53 weeks, respectively. (c) Segment Reporting The Company owns and operates Potbelly Sandwich Shop concepts in the United States. The Company also has domestic franchise operations of Potbelly Sandwich Shops concepts. The Companys chief operating decision maker (the CODM) is its Chief Executive Officer. As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis, the Company has one operating segment and one reportable segment. (d) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant estimates include amounts for long- lived assets and income taxes. Actual results could differ from those estimates. (e) Fair Value Measurements The Company applies fair value accounting for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company assumes the highest and best use of the asset by market participants in which the Company would transact and the market- based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. 49 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • • • Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs that are both unobservable and significant to the overall fair value measurement reflect an entitys estimates of assumptions that market participants would use in pricing the asset or liability. (f) Financial Instruments The Company records all financial instruments at cost, which is the fair value at the date of transaction. The amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate their fair value because of the short-term maturities of these instruments. (g) Cash and Cash Equivalents The Company considers all highly liquid investment instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits; however, the Company has not experienced any losses in these accounts. The Company believes it is not exposed to any significant credit risk. These are valued within the fair value hierarchy as Level 1 measurements. (h) Accounts Receivable, net Accounts receivable, net consists of amounts owed from credit card processors, customers, third-party delivery platforms, vendors and other miscellaneous receivables. (i) Inventories Inventories, which consist of food products, paper goods and supplies, and promotional items, are valued at the lower of cost (first-in, first-out) or net realizable value. No adjustment is deemed necessary to reduce inventory to the lower of cost or net realizable value due to the rapid turnover and high utilization of inventory. (j) Property and Equipment Property and equipment acquired is recorded at cost less accumulated depreciation. Property and equipment is depreciated based on the straight-line method over the estimated useful lives, generally ranging from three to five years for furniture and fixtures, computer equipment, computer software, and machinery and equipment. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease life, generally 10 to 15 years. For leases with renewal periods at the Companys option, the Company determines the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease. Direct costs and expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized, whereas the costs of repairs and maintenance are expensed when incurred. Capitalized costs are recorded as part of the asset to which they relate, primarily to leasehold improvements, and such costs are amortized over the assets useful life. When assets are retired or sold, the asset cost and related accumulated depreciation are removed from the consolidated balance sheet and any gain or loss is recorded in the consolidated statement of operations. 50 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements (k) Indefinite-Lived Intangible Assets The Company reviews indefinite-lived intangible assets, which includes goodwill and tradenames, annually at fiscal year-end for impairment or more frequently if events or circumstances indicate that the carrying value may not be recoverable. An impaired asset is written down to its estimated fair value based on the most recent information available. The Company assesses the fair values of its intangible assets, and its reporting unit for goodwill testing purposes, using an income-based approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including forecasted revenues and expenses, appropriate discount rates and other variables. The annual impairment review utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares the estimated fair values to the carrying values as of the testing date. If the carrying value of these intangible assets or the reporting unit exceeds the fair values, the Company would then use the fair values to measure the amount of any required impairment charge. No impairment charge was recognized for intangible assets for any of the fiscal periods presented. (l) Pre-opening Costs Pre-opening costs consist of costs incurred prior to opening a new shop and are made up primarily of travel, employee payroll and training costs incurred prior to the shop opening, as well as occupancy costs incurred from when the Company takes site possession to shop opening. Shop pre-opening costs are expensed as incurred. (m) Advertising Expenses Advertising costs are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. Advertising expenses were $4.1 million, $4.3 million and $3.4 million in fiscal years 2019, 2018 and 2017, respectively. (n) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are attributed to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment of the realizability of deferred tax assets, the Company considers all positive and negative evidence as to whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years tax returns. The Company accounts for uncertain tax positions under current accounting guidance, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by tax authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. (o) Stock-Based Compensation The Company has granted stock options under its 2004 Equity Incentive Plan (the 2004 Plan), 2013 Long-Term Incentive Plan (the 2013 Plan) and 2019 Long-Term Incentive Plan (the 2019 Plan), as amended (the 2019 Plan and together with the 2013 Plan and 2004 Plan, the Plans) and restricted stock units (RSUs) under its 2013 Plan and 2019 Plan. The Plans permit the granting of awards to employees and non-employee officers, consultants, agents, and independent contractors of the Company in the form of stock appreciation rights, stock awards and units, and stock options. The Plans give broad powers to the Companys board of directors to administer and interpret the Plans, including the authority to select the individuals to be granted options and rights and to prescribe the particular form and conditions of each option to be granted. On May 16, 2019, the Companys stockholders approved the 2019 Plan and, in connection therewith, all equity awards made after that date were made under the 2019 Plan. All remaining shares of common stock reserved for issuance under the 2013 Plan are available for issuance under the 2019 Plan and no future awards will be made under the 2013 Plan. 51 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification (ASC) 718, Stock Based Compensation. For employees, the Company records stock-based compensation expense on a straight-line basis over the vesting period based on the grant-date fair value of the awards, which is determined using the Black-Scholes option pricing valuation model for stock options and the quoted share price of Potbellys common stock on the date of grant for RSUs. For the Companys non-employee directors, the Company records stock compensation expense on the grant date of the RSUs. The Company awards performance share units (PSUs) to eligible employees; the PSUs are subject to service and performance vesting conditions. The PSUs will vest based on the Companys achievement of certain targets related to adjusted EBITDA and same store sales goals. The PSUs will vest fully on the third anniversary of the grant date. The quantity of shares that will vest ranges from 0% to 200% of the targeted number of shares. If the defined minimum targets are not met, then no shares will vest. (p) Leases The Company determines if an arrangement is a lease at inception of the arrangement. The Company leases retail shops, warehouse, and office space under operating leases. The Companys leases generally have terms of ten years and most include options to extend the leases for additional five-year periods. For leases with renewal periods at the Companys option, the Company determines the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease. Operating leases result in the Company recording a right-of-use asset and lease liability on the balance sheet. Right-of-use assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date, which is the date we take possession of the property. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right-of-use assets represent the operating lease liability adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. In determining the present value of lease payments not yet paid, the Company estimates its incremental secured borrowing rates corresponding to the maturities of its leases. As we have no outstanding debt nor committed credit facilities, secured or otherwise, we estimate this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. Our leases typically contain rent escalations over the lease term and lease expense is recognized on a straight-line basis over the lease term. Tenant incentives used to fund leasehold improvements are recognized when earned and reduce right-of-use assets related to the lease. The tenant incentives are amortized through the right-of-use asset as reductions of rent expense over the lease term. Related to the adoption of Topic 842, our policy elections were as follows: Separation of lease and non-lease components......................................... Short-term policy............................... We have elected the short-term lease recognition exemption for all applicable classes of We elected this expedient to account for lease and non-lease components as a single component for our entire population of operating lease assets. underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet. Operating leases are included in right-of-use assets for operating leases, short-term operating lease liabilities, and long-term operating lease liabilities on the Companys Consolidated Balance Sheets. (q) Revenue Recognition Revenue from retail shops is presented net of discounts and recognized when food and beverage products are tendered at the point of sale. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. The company adopted ASC 606 as January 1, 2018 using the modified retrospective method applied to contracts that were not completed as of the date of adoption. Potbelly sells gift cards to customers, records the sale as a contract liability and recognizes the associated revenue as the gift card is redeemed. A portion of these gift cards are not redeemed by the customer, which is recognized by the Company as revenue as a percentage of customers gift card redemptions. The expected breakage amount recognized is determined by a historical data analysis on gift card redemption patterns. The Company recognized gift card breakage income, which is recorded within gross sales in the consolidated statements of operations. 52 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements The Company earns an initial franchise fee, a franchise development agreement fee and ongoing royalty fees under the Companys franchise agreements. Initial franchise fees are considered highly dependent upon and interrelated with the franchise right granted in the franchise agreement. As such, these franchise fees are recognized over the contractual term of the franchise agreement. The Company records a contract liability for the unearned portion of the initial franchise fees. Franchise development agreement fees represent the exclusivity rights for a geographical area paid by a third party to develop Potbelly shops for a certain period of time. Franchise development agreement fee payments received by the Company are recorded as deferred revenue in the consolidated balance sheet and amortized over the life of the franchise development agreement. Royalty fees are based on a percentage of sales and are recorded as revenue as the fees are earned and become receivable from the franchisee. (r) Impairment of Long-Lived Assets The Company assesses potential impairments to its long-lived assets, which includes property and equipment and right-of-use assets for operating leases, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped at the individual shop-level for the purposes of the impairment assessment because a shop represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated forecasted shop cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated forecasted shop cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset group. The fair value of the shop assets is determined using the income approach. Key inputs to this approach include forecasted shop cash flows, discount rate, and estimated market rent, which are all classified as Level 3 inputs. See Fair Value Measurements above for a definition of Level 3 inputs. At transition of adoption to ASC 842, the Company impaired $0.7 million of pre-tax right-of-use assets related to previously impaired shops. This amount is recorded, net of tax, as an opening reduction to retained earnings. After performing periodic reviews of the company-operated shops during each quarter of 2019, 2018 and 2017, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance. The Company performed an impairment analysis for these shops and recorded impairment charges of $2.6 million, $13.4 million, and $10.6 million for the fiscal years 2019, 2018, and 2017, respectively, which is included in impairment and loss on disposal of property and equipment in the consolidated statements of operations. Assets recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis included items such as leasehold improvements, property and equipment, right-of-use assets for operating leases, goodwill, and other intangible assets. These assets are measured at fair value if determined to be impaired. (s) Recent Accounting Pronouncements On December 31, 2018, the Company adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), along with related clarifications and improvements. This pronouncement requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. We elected the optional transition method to apply the standard as of the effective date and therefore, prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under previous lease guidance. The adoption of Topic 842 had a material impact on the consolidated balance sheets and an immaterial impact on the consolidated statements of operations, consolidated statements of equity and consolidated statements of cash flows. Our practical expedients were as follows: Practical expedient package .........We have not reassessed whether any expired or existing contracts are, or contain, leases. Implications as of December 31, 2018 We have not reassessed the lease classification for any expired or existing leases. We have not reassessed initial direct costs for any expired or existing leases. Hindsight practical expedient.......We have not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. 53 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements The impact on the consolidated balance sheet is as follows: Assets Current assets Cash and cash equivalents ...........................................................................$ Accounts receivable, net of allowances of $113 as of December 30, 2018 Inventories ................................................................................................... Prepaid expenses and other current assets ................................................... Total current assets.................................................................................... Property and equipment, net ........................................................................ Right-of-use assets for operating leases ...................................................... Indefinite-lived intangible assets ................................................................. Goodwill ...................................................................................................... Deferred income taxes, noncurrent.............................................................. Deferred expenses, net and other assets ...................................................... Total assets .................................................................................................$ Liabilities and Equity Current liabilities Accounts payable.........................................................................................$ Accrued expenses(1) ..................................................................................... Short-term operating lease liabilities ........................................................... Accrued income taxes.................................................................................. Total current liabilities.............................................................................. Deferred rent and landlord allowances(1) ..................................................... Long-term operating lease liabilities ........................................................... Other long-term liabilities............................................................................ Total liabilities............................................................................................ Stockholders equity December 30, 2018 Adjustments Due to the Adoption of Topic 842 December 31, 2018 $ $ $ 19,775 4,737 3,482 11,426 39,420 87,782 3,404 2,222 13,385 7,002 153,215 3,835 25,029 162 29,026 22,905 5,751 57,682 $ 232,477 195 232,672 $ $ (1,124) 28,826 27,702 (22,905) 228,406 233,203 19,775 4,737 3,482 11,426 39,420 87,782 232,477 3,404 2,222 13,580 7,002 385,887 3,835 23,905 28,826 162 56,728 228,406 5,751 290,885 Common stock, $0.01 par valueauthorized 200,000 shares; outstanding 24,143 shares as of December 30, 2018................................... Additional paid-in-capital............................................................................ Treasury stock, held at cost, 8,801 shares as of December 30, 2018 ......... Accumulated deficit(2).................................................................................. Total stockholders equity ........................................................................... Non-controlling interest............................................................................... Total stockholders' equity......................................................................... 330 432,771 (108,372) (229,558) 95,171 362 95,533 (531) (531) (531) 330 432,771 (108,372) (230,089) 94,640 362 95,002 Total liabilities and equity.........................................................................$ 153,215 $ 232,672 $ 385,887 (1) Adjustment to reclassify deferred rent and tenant improvement allowance to right-of-use assets for operating leases upon the (2) adoption of Topic 842. The Company recorded a net reduction of $0.5 million to opening accumulated deficit as of December 31, 2018, due to the cumulative impact of adopting Topic 842. 54 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements In June 2016, the FASB issued Accounting Standard Update No. 2016-13, Financial InstrumentsCredit Losses (Topic 326), which requires the measurement and recognition of expected credit losses on financial instruments. ASU 2016-13 replaces the existing incurred loss model with a forward-looking expected credit loss model that requires consideration of a broader range of information to estimate credit losses. This new guidance is effective for the Company prospectively beginning December 30, 2019 and is not expected to have a material impact on the Companys consolidated financial statements. (3) Revenue Potbelly primarily earns revenue at a point in time through sales at our sandwich shop locations and records such revenue net of sales-related taxes collected from customers. The payment on these sales is due at the time of the customers purchase. The Company also receives royalties from franchisees on their respective sales, which are recognized at the point in time the sale is made and invoiced weekly. Potbelly also records revenue from sales over time related to initial franchise fees, gift card redemptions and breakage. For the fiscal year ended December 29, 2019, revenue recognized from all revenue sources on point in time sales was $408.8 million, and revenue recognized from sales over time was $0.9 million. For the fiscal year ended December 30, 2018, revenue recognized from all revenue sources on point in time sales was $421.8 million, and revenue recognized from sales over time was $0.8 million. Franchise Revenue Potbelly licenses intellectual property and trademarks to franchisees through franchise agreements. As part of these franchise agreements, Potbelly receives an initial franchise fee from the franchisee, which the Company recognizes over the term of the franchise agreement. The Company records a contract liability for the unearned portion of the initial franchise fees. Gift Card Redemptions / Breakage Revenue Potbelly sells gift cards to customers, records the sale as a contract liability and recognizes the associated revenue as the gift card is redeemed. A portion of these gift cards are not redeemed by the customer, which is recognized by the Company as revenue as a percentage of customers gift card redemptions. The expected breakage amount recognized is determined by a historical data analysis on gift card redemption patterns. The Company recognized gift card breakage income of $0.2 million, $0.3 million and $0.4 million for the fiscal years ended 2019, 2018 and 2017, respectively, which is recorded within net sandwich shop sales in the consolidated statements of operations Contract Liabilities As described above, the Company records current and noncurrent contract liabilities for initial franchise fees as well as gift cards. There are no other contract liabilities or contract assets recorded by the Company. The opening and closing balances of the Companys current and noncurrent contract liabilities from contracts with customers were as follows: Current Contract Liability (Thousands) Noncurrent Contract Liability (Thousands) Beginning balance as of December 31, 2018 ......................................................................... $ Ending balance as of December 29, 2019 .............................................................................. Decrease in contract liability .................................................................................................. $ (2,184) (1,594) (590) $ $ (1,631) (2,054) 423 The aggregate value of remaining performance obligations on outstanding contracts was $3.6 million as of December 29, 2019. The decrease in the liability during the 52 weeks ended December 29, 2019 was a result of gift card redemptions offset by purchases of new gift cards and recognition of franchise fees. The Company expects to recognize revenue related to contract liabilities as follows (in thousands), which may vary based upon franchise activity as well as gift card redemption patterns: 55 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements Years Ending 2020 ..................................................................................................................................................................... 2021 ..................................................................................................................................................................... 2022 ..................................................................................................................................................................... 2023 ..................................................................................................................................................................... 2024 ..................................................................................................................................................................... Thereafter ............................................................................................................................................................ Total revenue recognized .................................................................................................................................... $ $ Amount 1,272 325 222 201 166 1,462 3,648 For the 52 weeks ended December 29, 2019, the amount of revenue recognized related to the December 31, 2018 liability ending balance was $2.2 million. For the 52 weeks ended December 30, 2018, the amount of revenue recognized related to the January 1, 2018 liability ending balance was $2.1 million. This revenue related to the recognition of gift card redemptions and upfront franchise fees. For the year ended December 29, 2019 and December 30, 2018, the Company did not recognize any revenue from obligations satisfied (or partially satisfied) in prior periods. (4) Earnings (Loss) Per Share Basic earnings (loss) per common share attributable to common stockholders are calculated using the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share attributable to common stockholders is computed by dividing the income allocated to common stockholders by the weighted average number of fully diluted common shares outstanding. In periods of a net loss, no potential common shares are included in diluted shares outstanding as the effect is anti- dilutive. For the year ended December 29, 2019, the Company had a loss per share, therefore, shares were excluded for potential stock option exercises. The following table summarizes the earnings (loss) per share calculation (in thousands): Net loss attributable to Potbelly Corporation............................. $ Weighted average common shares outstanding-basic ............... Plus: Effect of potential stock options exercise ......................... Weighted average common shares outstanding-diluted ............ Loss per share available to common stockholders- basic ........................................................................................... $ Loss per share available to common stockholders- diluted ........................................................................................ $ Potentially dilutive shares that are considered anti-dilutive: Fiscal Year 2018 2019 (23,992) $ 23,850 23,850 (8,878) $ 25,173 25,173 2017 (6,956) 25,045 25,045 (1.01) $ (0.35) $ (0.28) (1.01) $ (0.35) $ (0.28) Shares ................................................................................... 2,334 2,499 3,376 (5) Property and Equipment Property and equipment, net consisted of the following (in thousands): Leasehold improvements ............................................................ $ Machinery and equipment .......................................................... Furniture and fixtures ................................................................. Computer equipment and software............................................. Construction in progress ............................................................. Less: Accumulated depreciation................................................. 56 December 29, 2019 171,586 49,943 34,325 38,881 2,615 297,350 (218,318) 79,032 $ $ December 30, 2018 169,300 48,606 33,177 35,159 1,938 288,180 (200,398) 87,782 $ POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements (6) Accrued Expenses Accrued expenses consisted of the following (in thousands): December 29, 2019 December 30, 2018 Accrued labor and related expenses ........................................... $ Deferred gift card revenue .......................................................... Accrued occupancy expenses ..................................................... Deferred rentcurrent................................................................ Accrued corporate and shop expenses........................................ Accrued utilities.......................................................................... Accrued sales and use tax ........................................................... Accrued construction .................................................................. Accrued contract termination costs (a)............................................................... Accrued legal and professional fees ........................................... Accrued other.............................................................................. Total............................................................................................ $ 7,403 $ 1,415 2,010 1,859 1,137 2,063 293 716 3,502 20,398 $ 10,324 1,821 2,309 1,250 1,446 1,304 3,001 147 392 128 2,907 25,029 (a) The Company incurs expenses associated with exit activity for certain signed lease agreements, which are recognized in general and administrative expenses. Accrued contract termination costs consisted of the following (in thousands): Accrued contract termination costsbeginning balance ........... $ Contract termination costs incurred............................................ Contract termination costs settled and paid ................................ Accrued contract termination costsending balance ................ $ $ 392 3,449 (3,841) $ 27 1,461 (1,096) 392 December 29, 2019 December 30, 2018 (7) Income Taxes Income (loss) before income taxes for the Companys domestic and foreign operations was as follows (in thousands): Domestic operations.................................................................. $ Foreign operations..................................................................... Total .......................................................................................... $ 2019 (9,790) $ 395 (9,395) $ Fiscal Year 2018 (11,381) $ 637 (10,744) $ 2017 (2,513) 466 (2,047) 57 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements Income tax expense (benefit) consisted of the following (in thousands): Federal: Current ................................................................................. $ Deferred ............................................................................... State and Local: Current ................................................................................. Deferred ............................................................................... Foreign: Current ................................................................................. Income tax expense (benefit) .................................................... $ 2019 Fiscal Year 2018 2017 159 $ (339) $ 9,379 9,538 227 4,425 4,652 (1,644) (1,983) 73 (305) (232) 14,190 $ 20 20 (2,195) $ (3,728) 8,792 5,064 150 (584) (434) 13 13 4,643 Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rates to income (loss) before income taxes as a result of the following (in thousands): U.S. federal statutory tax ......................................................... Computed expected tax expense (benefit)............................ $ Increase (reduction) resulting from: 2019 Fiscal Year 2018 2017 21.0% (1,973) $ 21.0% (2,256) $ 35.0% (716) Valuation allowance ........................................................... Minority interest ................................................................. Permanent differences ........................................................ State and local income taxes, net of federal income tax effect ................................................................................... FICA and other tax credits ................................................. Equity compensation .......................................................... Adjustments........................................................................ Tax rate change .................................................................. 16,116 (107) 425 (361) (504) 577 (106) 123 14,190 $ - (87) 220 (436) (522) 1,089 (252) 49 (2,195) $ $ - (105) 96 5 (502) 2,112 (93) 3,846 4,643 On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Tax Act) was enacted into law making significant changes to the U.S. tax code, including: (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) implementing bonus depreciation that will allow for full expensing of qualified property; (3) implementing limitations on the deductibility of certain executive compensation; and (4) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. Due to the adoption of ASU 2016-09 in 2017, all excess tax benefits and deficiencies are recognized as income tax expense in the Companys Consolidated Statement of Operations. 58 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities reflected in the consolidated balance sheets are presented below (in thousands): December 29, 2019 December 30, 2018 Deferred tax assets: Net operating loss carryforwards .......................................... $ Accrued liabilities ................................................................. Deferred revenue ................................................................... Stock-based compensation .................................................... Property and equipment ........................................................ Operating lease liabilities ...................................................... Deferred rent ......................................................................... Tax credits and charitable contribution carryforwards ......... Gross deferred tax assets ....................................................... Valuation allowance.............................................................. Net deferred tax assets........................................................... Deferred tax liabilities: Prepaids ................................................................................. Right-of-use asset for operating leases.................................. Intangible assets .................................................................... Smallwares ............................................................................ Other...................................................................................... Total deferred tax liabilities .................................................. Net deferred tax liabilities ..................................................... $ $ 3,721 848 423 2,516 4,568 62,313 1,538 75,927 (16,116) 59,811 (492) (57,717) (1,162) (533) (134) (60,038) (227) $ 576 1,449 543 2,685 5,037 4,373 981 15,644 15,644 (466) (1,075) (566) (152) (2,259) 13,385 The Company regularly assesses the need for a valuation allowance related to its deferred tax assets, which includes consideration of both positive and negative evidence related to the likelihood of realization of such deferred tax assets to determine, based on the weight of the available evidence, whether it is more-likely-than-not that some or all of its deferred tax assets will not be realized. In its assessment, the Company considers recent financial operating results, projected future taxable income, the reversal of existing taxable differences, and tax planning strategies. During its assessment for the first quarter of 2019, the Company estimated it would be in a three-year cumulative loss position as of December 29, 2019. Therefore, the Company determined based on the available evidence that a full valuation allowance against its net deferred tax assets was required. As a result of this valuation allowance, the Company did not provide for an income tax benefit on the pre-tax loss recorded for the year ended December 29, 2019. This accounting treatment has no effect on the Companys ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly. As of December 29, 2019, the Company has a valuation allowance related to its deferred tax assets of $16.1 million. As of December 30, 2018, the Company had no valuation allowance recorded based on managements assessment of the amount that its deferred tax assets were more likely than not to be realized. In accordance with its accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 29, 2019 and December 30, 2018, the Company had no interest or penalties accrued. As of December 29, 2019 and December 30, 2018, the Company had no uncertain tax positions. The tax years prior to 2015 are generally closed for examination by the United States Internal Revenue Service. However, certain of these tax years are open for examination as a result of net operating losses generated in these years and utilized in subsequent years. The Companys last IRS examination was for the 2014 tax year; no IRS audits are currently ongoing. State statutes are generally open for audit for the 2015 to 2018 tax years. 59 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements (8) Leases Operating lease term and discount rate were as follows: Weighted average remaining lease term (years)................................................................................................. Weighted average discount rate.......................................................................................................................... 8.52 7.95% Certain of the Companys operating lease agreements include variable payments that are passed through by the landlord, such as common area maintenance and real estate taxes, as well as variable payments based on percentage rent for certain of our shops. Pass- through charges and payments based on percentage rent are included within variable lease cost. December 29, 2019 The components of lease cost were as follows (in thousands): Operating lease cost.................................. Occupancy and general and administrative expenses Variable lease cost .................................... Occupancy and general and administrative expenses Total lease cost ......................................... Classification Fiscal Year 2019 45,604 13,692 59,296 $ $ Supplemental disclosures of cash flow information relating to leases is as follows (in thousands): Operating cash flows rent paid for operating lease liabilities ............................................................................. Operating right-of-use assets obtained in exchange for new operating lease liabilities ..................................... Reduction in operating right-of-use assets due to lease terminations ................................................................. $ $ Fiscal Year 2019 47,335 15,765 (6,506) As of December 29, 2019, the Company has additional operating lease payments related to shops not yet open of $2.8 million. These operating leases will commence during the next fiscal year with an average lease term of 11 years. Maturities of lease liabilities were as follows at December 29, 2019 (in thousands): 2020..................................................................................................................................................................... 2021..................................................................................................................................................................... 2022..................................................................................................................................................................... 2023..................................................................................................................................................................... 2024..................................................................................................................................................................... Thereafter ............................................................................................................................................................ Total lease payments ........................................................................................................................................... Less: imputed interest ......................................................................................................................................... Present value of lease liabilities .......................................................................................................................... $ $ Operating Leases 46,581 43,639 38,096 33,512 30,427 141,456 333,711 (97,666) 236,045 60 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting, maturities of lease liabilities were as follows at December 30, 2018 (in thousands): 2019..................................................................................................................................................................... 2020..................................................................................................................................................................... 2021..................................................................................................................................................................... 2022..................................................................................................................................................................... 2023..................................................................................................................................................................... Thereafter ............................................................................................................................................................ Total minimum lease payments .......................................................................................................................... $ $ Operating Leases 47,918 45,828 41,497 36,120 31,060 138,928 341,351 (9) Debt and Credit Facilities Credit facility On August 7, 2019, the Company entered into a second amended and restated revolving credit facility agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. (JPMorgan) that expires in July 2022. The Credit Agreement amends and restates that certain amended and restated revolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan. The Credit Agreement provides, among other things, for a revolving credit facility in a maximum principal amount $40 million, with possible future increases of up to $20 million under an expansion feature. Borrowings under the credit facility generally bear interest at the Companys option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a margin ranging from 1.25% to 1.75% or (ii) a prime rate as announced by JP Morgan plus a margin ranging from 0.00% to 0.50%. The applicable margin is determined based upon the Companys consolidated total leverage ratio. On the last day of each calendar quarter, the Company is required to pay a commitment fee of 0.20% per annum in respect of any unused commitments under the credit facility. So long as certain total leverage ratios, EBITDA thresholds and minimum liquidity requirements are met and no default or event of default has occurred or would result, there is no limit on the restricted payments (primarily distributions and equity repurchases) that the Company may make, provided that proceeds of the loans under the Credit Agreement may not be used for purposes of making restricted payments. As of the year ended December 29, 2019, the Company had no amounts outstanding under the Credit Agreement. (10) Capital Stock As of December 29, 2019 and December 30, 2018, the Company had authorized an aggregate of 210,000 thousand shares of capital stock, of which 200,000 thousand shares were designated as common stock and 10,000 thousand shares were designated as preferred stock. As of December 29, 2019, the Company had issued and outstanding 33,103 thousand and 23,638 thousand shares of common stock, respectively. As of December 30, 2018, the Company had issued and outstanding 32,944 thousand and 24,143 thousand shares of common stock, respectively. Common Stock As of December 29, 2019, each share of common stock has the same relative rights and was identical in all respects to each other share of common stock. Each holder of shares of common stock is entitled to one vote for each share held by such holder at all meetings of stockholders. On May 8, 2018, the Company announced that its Board of Directors authorized a stock repurchase program for up to $65.0 million of its outstanding common stock. The program permits the Company, from time to time, to purchase shares in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended) or in privately negotiated transactions. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions, SEC requirements and other factors. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors. During the fiscal year 2019, the Company repurchased 648 thousand shares of its common stock for approximately $4.2 million under the stock repurchase program. As of December 29, 2019, the remaining dollar value of authorization under the share repurchase program was $37.9 million, which includes commission. Repurchased shares are included as treasury stock in the consolidated balance sheets and the consolidated statements of equity. 61 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements (11) Employee Benefit Plan The Company sponsors a 401(k) profit sharing plan for all employees who are eligible based upon age and length of service. The Company made matching contributions of $0.5 million, $0.4 million, and $0.4 million for fiscal years 2019, 2018 and 2017, respectively. (12) Stock-Based Compensation Stock-Based Compensation Granted Under the 2019 Long-Term Incentive Plan Stock options and restricted stock units are awarded under the 2019 Long-Term Incentive Plan (the 2019 Plan) to eligible employees and certain non-employee members of the Board of Directors. The 2019 Plan gives broad powers to the Companys Board of Directors to administer and interpret the 2019 Plan, including the authority to select the individuals to be granted equity awards and rights and to prescribe the particular form and conditions of each equity award to be granted. On May 16, 2019, the Companys stockholders approved the 2019 Plan and, in connection therewith, all equity awards made after that date were made under the 2019 Plan. On June 10, 2019, the Company registered 1,200 thousand shares of its common stock reserved for issuance under the 2019 Plan. The Amended and Restated 2013 Long-Term Incentive Plan (the 2013 Plan) had 626 thousand remaining shares of common stock reserved for issuance, which are available for issuance under the 2019 Plan and no future awards will be made under the 2013 Plan. As of December 29, 2019, there have been 209 thousand shares of restricted stock units granted under the 2019 Plan. There were no options or shares of common stock granted under the 2019 Plan. As of December 29, 2019, there are 1,560 thousand shares reserved for future issuance. Stock Options Under the Plans, the number of shares and exercise price of each option are determined by the committee designated by the Companys Board of Directors. The options granted are generally exercisable within a 10-year period from the date of grant. The company awards options to certain employees including the senior leadership team. Options outstanding expire on various dates through the year 2028. The range of exercise prices for options outstanding as of December 29, 2019 is $9.37 to $20.53 per option, and the options generally vest in one-fourth and one-fifth increments over four and five-year periods, respectively. A summary of stock option activity is as follows: Options OutstandingDecember 25, 2016.................................................. Granted ...................................................................................... Exercised ................................................................................... Canceled .................................................................................... OutstandingDecember 31, 2017.................................................. Granted ...................................................................................... Exercised ................................................................................... Canceled .................................................................................... OutstandingDecember 30, 2018.................................................. Granted ...................................................................................... Exercised ................................................................................... Canceled .................................................................................... OutstandingDecember 29, 2019.................................................. ExercisableDecember 29, 2019................................................... Shares (Thousands) 4,013 464 (653) (515) 3,309 203 (993) (369) 2,150 (22) (354) 1,774 1,546 $ $ $ $ $ Weighted Average Exercise Price Aggregate Intrinsic Value (Thousands) Weighted Average Remaining Term (Years) 10.61 12.09 9.94 12.18 10.71 11.27 8.30 13.63 11.49 7.93 12.45 11.34 11.06 $ 13,455 4.78 $ $ $ $ 7,699 4.90 378 5.13 4.33 3.83 62 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements There were no stock option grants in 2019. The following table reflects the average assumptions utilized in the Black-Scholes option-pricing model to value the options granted for 2018 and 2017: Risk-free interest rate ............................................................................................. Expected life (years)............................................................................................... Expected dividend yield ......................................................................................... Volatility................................................................................................................. Weighted average grant date fair value.................................................................. $ 2018 2017 3.0% 6.25 35.0% 4.52 $ 2.0% 6.25 36.0% 4.76 The risk-free rate is based on U.S. Treasury rates in effect at the time of the grant with a similar duration of the expected life of the options. The expected life of options granted is derived from the average of the vesting period and the term of the option. The Company has not paid dividends to date (with exception to the one-time dividend paid to stockholders prior to the initial public offering) and does not plan to pay dividends in the near future. Stock-based compensation related to stock options is measured at the grant date based on the calculated fair value of the award, and is recognized as expense over the requisite employee service period, which is generally the vesting period of the grant with a corresponding increase to additional paid-in capital. For the years ended December 29, 2019, December 30, 2018 and December 31, 2017, the Company recognized stock-based compensation expense related to stock options of $0.8 million, $1.4 million and $3.0 million, respectively. The Company records stock-based compensation expense within general and administrative expenses in the condensed consolidated statements of operations. As of December 29, 2019, unrecognized stock-based compensation expense related to stock options was $0.8 million, which will be recognized through fiscal year 2022. Restricted stock units The Company awards restricted stock units (RSUs) to certain employees of the Company and certain non-employee members of its Board of Directors. The Board of Director grants have a vesting schedule of 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. The employee grants vest in one-third increments over a three-year period. A summary of RSU activity is as follows: RSUs Non-vested as of December 25, 2016..................................................................... Granted .............................................................................................................. Vested................................................................................................................ Canceled ............................................................................................................ Non-vested as of December 31, 2017..................................................................... Granted .............................................................................................................. Vested................................................................................................................ Canceled ............................................................................................................ Non-vested as of December 30, 2018..................................................................... Granted .............................................................................................................. Vested................................................................................................................ Canceled ............................................................................................................ Non-vested as of December 29, 2019..................................................................... Number of RSUs (Thousands) Weighted Average Fair Value per Share 71 241 (45) 267 131 (121) (30) 247 402 (135) (51) 463 $ $ $ $ 13.43 11.63 13.53 11.79 12.12 11.92 11.05 11.99 6.47 11.94 8.48 7.59 For the years ended December 29, 2019, December 30, 2018 and December 31, 2017, the Company recognized stock-based compensation expense related to RSUs of $1.5 million, $1.5 million and $1.7 million, respectively. As of December 29, 2019, unrecognized stock-based compensation expense for RSUs was $1.7 million, which will be recognized though fiscal year 2022. 63 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements Performance stock units The Company awards performance share units (PSUs) to eligible employees; the PSUs are subject to service and performance vesting conditions. In March of 2019 the Company issued 188 thousand PSUs with a grant date fair value of $8.46 per share. The PSUs will vest based on the Companys achievement of certain targets related to adjusted EBITDA and same store sales goals. The PSUs will vest fully on the third anniversary of the grant date. The quantity of shares that will vest ranges from 0% to 200% of the targeted number of shares. If the defined minimum targets are not met, then no shares will vest. For the year ended December 29, 2019, no expense was recognized related to PSUs. (13) Quarterly Financial Data (Unaudited) The unaudited quarterly information includes all normal recurring adjustments that the Company considers necessary for the fair presentation of the information shown below. The Companys quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, the financial results for any quarter may not be indicative of the results for any future period. The following table presents selected unaudited quarterly financial data for periods indicated (in thousands, except per share data): Fiscal Year 2019 March 31 June 30 105,630 (1,468) (1,866) (0.08) (0.08) September 29 104,238 $ (2,143) (2,355) (0.10) (0.10) December 29 101,752 $ (862) (1,332) (0.06) (0.06) Fiscal Year 2018 July 1, 110,347 95 (360) (0.01) (0.01) September 30 106,996 $ (2,697) (1,961) (0.08) (0.08) December 30 102,378 $ (5,370) (4,363) (0.17) (0.17) Total revenues ......................................................................... $ Loss from operations............................................................... Net loss attributable to Potbelly Corporation.......................... Loss per share attributable to common stockholders-basic..... Loss per share attributable to common stockholders-diluted 98,087 (4,723) (18,439) (0.76) (0.76) Total revenues ......................................................................... $ Income (loss) from operations ................................................ Loss attributable to Potbelly Corporation ............................... Loss per share attributable to common stockholders-basic..... Loss per share attributable to common stockholders-diluted April 1, 102,917 (2,630) (2,194) (0.09) (0.09) $ $ 64 POTBELLY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements (14) Commitments and Contingencies The Company is subject to legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Companys estimates of the outcomes of these matters and its experience in contesting, litigating and settling other similar matters. In the opinion of management, the amount of ultimate liability with respect to those actions should not have a material adverse impact on the Companys financial position or results of operations and cash flows. In October 2017, plaintiffs filed a purported collective and class action lawsuit (the Complaint) in the United States District Court for the Southern District of New York against the Company alleging violations of the Fair Labor Standards Act (FLSA) and New York Labor Law (NYLL). The plaintiffs allege that the Company violated the FLSA and NYLL by not paying overtime compensation to our assistant managers and violated NYLL by not paying spread-of-hours pay. The Complaint was brought as a nationwide collective action under the FLSA and as a class action under NYLL. Since the filing of the Complaint, the plaintiffs filed a proposed amended complaint removing the NYLL class claim, but adding a proposed Illinois state law class action. In May 2019, the parties participated in a mediation and resolved the claims, which received final court approval on February 4, 2020. All charges related to the claims are reflected in the statement of operations. Many of the food products the Company purchases are subject to changes in the price and availability of food commodities, including, among other things, beef, poultry, grains, dairy and produce. The Company works with its suppliers and uses a mix of forward pricing protocols for certain items including agreements with its supplier on fixed prices for deliveries at a time in the future and agreements on a fixed price with its supplier for the duration of those protocols. The Company also utilizes formula pricing protocols under which the prices the Company pays are based on a specified formula related to the prices of the goods, such as spot prices. The Companys use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically twelve months or less). Such contracts are used in the normal purchases of the Companys food products and not for speculative purposes, and as such are not required to be evaluated as derivative instruments. 65 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (as the principal executive officer and person performing functions similar to that of the principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of December 29, 2019. Based upon that evaluation, we have concluded that, as of December 29, 2019, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the SEC) and is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. Managements Report on Internal Control over Financial Reporting Management, including our Chief Executive Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 29, 2019. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that, as of December 29, 2019, our internal control over financial reporting was effective, at a reasonable assurance level. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended December 29, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 66 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Potbelly Corporation and subsidiaries Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Potbelly Corporation and Subsidiaries (the Company) as of December 29, 2019, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2019, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 29, 2019, of the Company and our report dated February 27, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph related to the change in accounting principle due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases. Basis for Opinion The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Chicago, Illinois February 27, 2020 67 ITEM 9B. OTHER INFORMATION None. 68 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Except as set forth below, the information required by this item will be contained in Potbellys definitive proxy statement for the 2020 Annual Meeting (our Proxy Statement) and is incorporated herein by reference. Potbelly has adopted an ethics code of conduct applicable to the directors, officers and employees. A copy of that code is available on the Companys corporate website at www.potbelly.com, which does not form a part of this Annual Report on Form 10-K. Any amendments to such code, or any waivers of its requirements, will be posted on our website. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be contained in our Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except as set forth below, the information required by this item will be contained in Potbellys Proxy Statement and is incorporated herein by reference. Equity Compensation Plan Information The following table presents certain information related to Potbellys equity incentive plans under which the equity securities are authorized for issuance as of December 29, 2019 (shares in thousands): Plan Category Equity compensation plans approved by security holders (1) ..... Equity compensation plans not approved by security holders ... Total ........................................................................................... (a) (b) Number of Securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 1,774 1,774 $ $ 11.34 11.34 1,560 (2) 1,560 (1) Consists of the 2004 Equity Incentive Plan, the 2013 Long-Term Incentive Plan and the 2019 Long-Term Incentive Plan. No (2) further awards may be made under the 2004 Equity Incentive Plan or the 2013 Long-Term Incentive Plan. All remaining shares of common stock reserved for issuance under the 2013 Plan are available for issuance under the 2019 Plan. The total amount reported consists only of shares available for future issuance under the 2019 Long-Term Incentive Plan, which may be issued in connection with awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be contained in Potbellys Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be contained in Potbellys Proxy Statement and is incorporated herein by reference. 69 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements (1) The financial statements filed as part of this Annual Report on Form 10-K are listed in the index to the financial statements. (2) Any financial statement schedules required to be filed as part of this Annual Report on Form 10-K are set forth in section (c) below. (b) Exhibits See the Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporate by reference. (c) Financial Statement Schedules No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto. 70 Exhibit Number EXHIBIT INDEX Description of Exhibit 3.1 3.2 4.1 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 Seventh Amended and Restated Certificate of Incorporation of Potbelly Corporation (filed as Exhibit 3.1 to Form S-1 (File No. 333-190893) filed on August 29, 2013 and incorporated herein by reference) Amended and Restated By-laws of Potbelly Corporation (filed as Exhibit 3.1 to Form 8-K (File No. 001-36104) filed June 12, 2018 and incorporated herein by reference) Fifth Amended and Restated Registration Rights Agreement (filed as Exhibit 4.1 to Form S-1 (File No. 333-190893) filed on August 29, 2013 and incorporated herein by reference) Potbelly Corporation 2004 Equity Incentive Plan, as amended (filed as Exhibit 10.1 to Form S-1 (File No. 333-190893) filed on August 29, 2013 and incorporated herein by reference) Amended and Restated Potbelly Corporation 2013 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed June 12, 2018 and incorporated herein by reference) Potbelly Corporation 2019 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed May 21, 2019 and incorporated herein by reference) Second Amended and Restated Credit Agreement, dated as of August 7, 2019, among Potbelly Sandwich Works, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, (filed as Exhibit 10.1 to Form 10-Q (File No. 001-36104) filed August 8, 2019 and incorporated herein by reference) Executive Employment Contract between Potbelly Corporation and Alan Johnson dated November 29, 2017 (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed December 1, 2017 and incorporated herein by reference) First Amendment of Executive Employment Agreement between Potbelly Corporation and Alan Johnson dated May 14, 2018 (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed May 14, 2018 and incorporated herein by reference) Executive Employment Agreement, dated July 25, 2013, between Potbelly Corporation and Matthew Revord (filed as Exhibit 10.5 to Form 10-K (File No. 001-36104) filed February 22, 2017 and incorporated herein by reference) Amendment to Executive Employment Agreement, dated April 22, 2015, between Potbelly Corporation and Matthew Revord (filed as Exhibit 10.6 to Form 10-K (File No. 001-36104) filed February 22, 2017 and incorporated herein by reference) Retention Agreement between Potbelly Corporation and Matthew Revord, dated July 17, 2017 (filed as Exhibit 10.3 to Form 8-K (File No. 001-36104) filed July 18, 2017 and incorporated herein by reference) Executive Employment Agreement, dated November 15, 2018, effective December 3, 2018, between Potbelly Corporation and Thomas Fitzgerald (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed December 3, 2018 and incorporated herein by reference) Executive Employment Agreement, dated May 11, 2018, effective June 4, 2018, between Potbelly Corporation and Brandon Rhoten Executive Employment Agreement, dated May 1, 2015, between Potbelly Corporation and Julie Younglove-Webb (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed May 4, 2015 and incorporated herein by reference) Retention Agreement between Potbelly Corporation and Julie Younglove-Webb, dated July 17, 2017 (filed as Exhibit 10.4 to Form 8-K (File No. 001-36104) filed July 18, 2017 and incorporated herein by reference) Form of stock option agreement for grants during year 2011 for named executive officers pursuant to 2004 Equity Incentive Plan (filed as Exhibit 10.11 to Form S-1(File No. 333-190893) filed August 29, 2013 and incorporated herein by reference) 10.15 Form of stock option agreement for grants for non-employee directors pursuant to 2004 Equity Incentive Plan (filed as 71 Exhibit Number Description of Exhibit 10.16 10.17 10.18 10.19 10.20 10.21 21.1 23.1 24.1 31.1 32.1 Exhibit 10.13 to Form S-1 (File No. 333-190893) filed August 29, 2013 and incorporated herein by reference) Form of stock option agreement pursuant to 2013 Long-Term Incentive Plan (filed as Exhibit 10.14 to Form S-1 (File No. 333-190893) filed August 29, 2013 and incorporated herein by reference) Form of Restricted Stock Unit Award Agreement pursuant to 2013 Long-Term Incentive Plan (filed as Exhibit 10.16 to Form S-1 (File No. 333-190893) filed August 29, 2013 and incorporated herein by reference) Form of Director Restricted Stock Unit Award Agreement for non-employee directors pursuant to 2013 Long-Term Incentive Plan (filed as Exhibit 10.16 to Form 10-K (File No. 001-36104) filed February 22, 2017 and incorporated herein by reference) Settlement Agreement, dated October 2, 2017, between Potbelly Corporation, Ancora Advisors, LLC, Ancora Catalyst Fund LP, Merlin Partners LP and Frederick DiSanto (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed October 5, 2017) Settlement Agreement, dated April 12, 2018, between Potbelly Corporation, Privet Fund LP, Privet Fund Management LLC, Ryan Levenson and Ben Rosenzweig (filed as Exhibit 10.1 to Form 8-K (File No. 001-36104) filed April 13, 2018) Potbelly Corporation Non-Employee Director Compensation Plan (filed as Exhibit 10.2 to Form 10-Q (File No. 001- 36104) filed August 8, 2019). Subsidiaries of the Registrant Consent of Deloitte & Touche LLP Power of Attorney (included on signature page) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase Management contract or compensatory plan 72 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Potbelly Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES POTBELLY CORPORATION By: /s/ Alan Johnson Alan Johnson Chief Executive Officer and President (On behalf of the registrant, and in his capacity as Principal Executive Officer and officer performing functions to Principal Financial Officer) similar Date: February 27, 2020 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan Johnson and Matthew Revord and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature /s/ Alan Johnson Alan Johnson /s/ William Atkins William Atkins /s/ Daniel Ginsberg Daniel Ginsberg /s/ Joseph Boehm Joseph Boehm /s/ David Head David Head /s/ Susan Chapman-Hughes Susan Chapman-Hughes /s/ Adrian Butler Adrian Butler /s/ Marla Gottschalk Marla Gottschalk /s/ Ben Rosenzweig Ben Rosenzweig Title Date Chief Executive Officer and President; Director (Principal Executive Officer and officer performing functions similar to Principal Financial Officer) Vice President, Controller (Principal Accounting Officer) February 27, 2020 February 27, 2020 Chairman of the Board, Director February 27, 2020 February 27, 2020 February 27, 2020 February 27, 2020 February 27, 2020 February 27, 2020 February 27, 2020 Director Director Director Director Director Director 73 Executive Officers Board of Directors Corporate Headquarters Daniel Ginsberg Chairman of the Board Joseph Boehm Adrian Butler Susan Chapman-Hughes Marla Gottschalk David Head Alan Johnson David Near Benjamin Rosenzweig Todd Smith 111 N. Canal Street Suite 850 Chicago, Il 60606 Transfer Agent American Stock Transfer & Trust Company, LLC Address: Operations Center 6201 15th Avenue Brooklyn, NY 11219 Telephone: (800) 937-5449 or (718) 921-8124 Website: http://www.amstock.com/ Investor Relations PBPB@alpha-ir.com 312-445-2870 Alan Johnson Chief Executive Officer and President Steven Cirulis Senior Vice President, Chief Financial Officer and Chief Strategy Officer Julie Younglove-Webb Senior Vice President, Chief Restaurant Operations Officer Brandon Rhoten Senior Vice President, Chief Marketing Officer Matthew Revord Senior Vice President, Chief Legal Officer, Chief People Officer, General Counsel and Secretary Daniel Lecocq Senior Vice President, Franchise and Corporate Development Jeffrey Douglas Senior Vice President, Information Technology Biographies of the directors and executive officers are contained respectively under the headings Director Biographies on pg. 13 and Executive Officers on pg. 39 of the proxy statement, which is included with this Annual Report. Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Annual Report. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. For a discussion of certain risks and uncertainties that may affect our future results, please see “Business” in Item 1, “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.