Potbelly (PBPB) 10-Q 4 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 26, 2022	Jul. 24, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 26, 2022
Document Transition Report	false
Entity File Number	001-36104
Entity Registrant Name	Potbelly Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4466837
Entity Address, Address Line One	111 N. Canal Street
Entity Address, Address Line Two	Suite 325
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	951-0600
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PBPB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity Common Stock, Shares Outstanding		28,701,112
Entity Central Index Key	0001195734
Document Fiscal Period Focus	Q2
Amendment Flag	false
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-25

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 26, 2022	Dec. 26, 2021
Current assets
Cash and cash equivalents	$ 14,657	$ 14,353
Accounts receivable, net of allowances of $30 and $27 as of June 26, 2022 and December 26, 2021, respectively	7,410	6,032
Inventories	3,612	3,491
Prepaid expenses and other current assets	3,885	4,178
Total current assets	29,564	28,054
Property and equipment, net	45,545	49,805
Right-of-use assets for operating leases	161,563	166,084
Indefinite-lived intangible assets	3,404	3,404
Goodwill	2,222	2,222
Deferred expenses, net and other assets	3,470	3,668
Total assets	245,768	253,237
Current liabilities
Accounts payable	8,865	8,140
Accrued expenses	31,918	30,859
Short-term operating lease liabilities	27,704	28,548
Current portion of long-term debt	3,333	2,333
Total current liabilities	71,820	69,880
Long-term debt, net of current portion	18,717	17,517
Long-term operating lease liabilities	162,197	166,291
Other long-term liabilities	1,915	1,966
Total liabilities	254,649	255,654
Commitments and contingencies (Note 11)
Equity (deficit)
Common stock, $0.01 par value—authorized 200,000 shares; outstanding 28,696 and 28,380 shares as of June 26, 2022 and December 26, 2021, respectively	383	380
Warrants	2,566	2,566
Additional paid-in-capital	454,062	452,570
Treasury stock, held at cost, 9,885 and 9,785 shares as of June 26, 2022, and December 26, 2021, respectively	(115,181)	(114,577)
Accumulated deficit	(350,600)	(343,261)
Total stockholders’ equity (deficit)	(8,770)	(2,322)
Non-controlling interest	(111)	(95)
Total equity (deficit)	(8,881)	(2,417)
Total liabilities and equity (deficit)	$ 245,768	$ 253,237

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 26, 2022	Dec. 26, 2021
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances	$ 30	$ 27
Common stock (in USD per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, outstanding (in shares)	28,696,000	28,380,000
Treasury stock (in shares)	9,885,000	9,785,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Revenues
Total revenues	$ 115,952	$ 97,491	$ 214,173	$ 175,556
Sandwich shop operating expenses, excluding depreciation
Labor and related expenses	36,121	31,961	69,374	60,575
Occupancy expenses	13,805	13,562	27,650	27,160
Other operating expenses	19,128	15,570	37,233	29,574
Franchise marketing expenses	126	76	246	120
General and administrative expenses	8,827	8,674	17,345	15,847
Depreciation expense	3,030	4,553	6,167	8,727
Impairment, loss on disposal of property and equipment and shop closures	1,044	257	2,363	3,379
Total expenses	114,911	100,994	220,516	193,192
Income (loss) from operations	1,041	(3,503)	(6,343)	(17,636)
Interest expense, net	357	185	683	472
Income (loss) before income taxes	684	(3,688)	(7,026)	(18,108)
Income tax expense (benefit)	(24)	160	153	214
Net income (loss)	708	(3,848)	(7,179)	(18,322)
Net income attributable to non-controlling interest	134	33	160	31
Net income (loss) attributable to Potbelly Corporation	$ 574	$ (3,881)	$ (7,339)	$ (18,353)
Net income (loss) per common share attributable to common stockholders:
Basic (in USD per share)	$ 0.02	$ (0.14)	$ (0.26)	$ (0.68)
Diluted (in USD per share)	$ 0.02	$ (0.14)	$ (0.26)	$ (0.68)
Weighted average shares outstanding:
Basic (in shares)	28,565,000	27,978,000	28,481,000	26,961,000
Diluted (in shares)	29,117,000	27,978,000	28,481,000	26,961,000
Product
Revenues
Total revenues	$ 114,992	$ 96,777	$ 212,423	$ 174,279
Sandwich shop operating expenses, excluding depreciation
Food, beverage and packaging costs	32,830	26,341	60,138	47,810
Franchise royalties and fees
Revenues
Total revenues	$ 960	$ 714	$ 1,750	$ 1,277

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Warrants	Additional Paid-In- Capital	Accumulated Deficit	Non- Controlling Interest
Beginning balance at Dec. 27, 2020	$ 5,495	$ 339	$ (113,266)	$ 0	$ 438,174	$ (319,477)	$ (275)
Beginning balance (in shares) at Dec. 27, 2020		24,323
Net income (loss)	(14,474)					(14,472)	(2)
Stock-based compensation plans (in shares)		63
Stock-based compensation plans	0	$ 1			(1)
Issuance of common shares and warrants, net of fees (in shares)		3,250
Issuance of common shares and warrants, net of fees	14,940	$ 32		2,566	12,342
Contributions from non-controlling interest	136						136
Stock-based compensation expense	193				193
Ending balance (in shares) at Mar. 28, 2021		27,636
Ending balance at Mar. 28, 2021	6,290	$ 372	(113,266)	2,566	450,708	(333,949)	(141)
Beginning balance at Dec. 27, 2020	5,495	$ 339	(113,266)	0	438,174	(319,477)	(275)
Beginning balance (in shares) at Dec. 27, 2020		24,323
Net income (loss)	(18,322)
Ending balance (in shares) at Jun. 27, 2021		28,171
Ending balance at Jun. 27, 2021	2,530	$ 378	(113,951)	2,566	451,475	(337,830)	(108)
Beginning balance at Mar. 28, 2021	6,290	$ 372	(113,266)	2,566	450,708	(333,949)	(141)
Beginning balance (in shares) at Mar. 28, 2021		27,636
Net income (loss)	(3,848)					(3,881)	33
Stock-based compensation plans (in shares)		535
Stock-based compensation plans	(685)	$ 6	(685)		(6)
Proceeds from exercise of stock options	219				219
Issuance of common shares and warrants, net of fees	(101)				(101)
Stock-based compensation expense	655				655
Ending balance (in shares) at Jun. 27, 2021		28,171
Ending balance at Jun. 27, 2021	2,530	$ 378	(113,951)	2,566	451,475	(337,830)	(108)
Beginning balance at Dec. 26, 2021	$ (2,417)	$ 380	(114,577)	2,566	452,570	(343,261)	(95)
Beginning balance (in shares) at Dec. 26, 2021	28,380	28,380
Net income (loss)	$ (7,887)					(7,913)	26
Stock-based compensation plans (in shares)		81
Stock-based compensation plans	(278)	$ 1	(279)
Distributions to non-controlling interest	(120)						(120)
Stock-based compensation expense	675				675
Ending balance (in shares) at Mar. 27, 2022		28,461
Ending balance at Mar. 27, 2022	(10,027)	$ 381	(114,856)	2,566	453,245	(351,174)	(189)
Beginning balance at Dec. 26, 2021	$ (2,417)	$ 380	(114,577)	2,566	452,570	(343,261)	(95)
Beginning balance (in shares) at Dec. 26, 2021	28,380	28,380
Net income (loss)	$ (7,179)
Ending balance (in shares) at Jun. 26, 2022	28,696	28,696
Ending balance at Jun. 26, 2022	$ (8,881)	$ 383	(115,181)	2,566	454,062	(350,600)	(111)
Beginning balance at Mar. 27, 2022	(10,027)	$ 381	(114,856)	2,566	453,245	(351,174)	(189)
Beginning balance (in shares) at Mar. 27, 2022		28,461
Net income (loss)	708					574	134
Stock-based compensation plans (in shares)		235
Stock-based compensation plans	(326)	$ 2	(325)		(3)
Distributions to non-controlling interest	(56)						(56)
Stock-based compensation expense	$ 820				820
Ending balance (in shares) at Jun. 26, 2022	28,696	28,696
Ending balance at Jun. 26, 2022	$ (8,881)	$ 383	$ (115,181)	$ 2,566	$ 454,062	$ (350,600)	$ (111)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021
Cash flows from operating activities:
Net loss	$ (7,179)	$ (18,322)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	6,167	8,727
Noncash lease expense	13,020	12,662
Deferred income tax	9	9
Stock-based compensation expense	1,495	848
Asset impairment, loss on disposal of property and equipment and shop closures	2,363	2,826
Other operating activities	139	158
Changes in operating assets and liabilities:
Accounts receivable, net	(1,379)	(2,202)
Inventories	(121)	19
Prepaid expenses and other assets	12	191
Accounts payable	455	2,602
Operating lease liabilities	(14,183)	(17,154)
Accrued expenses and other liabilities	1,180	4,182
Net cash provided by (used in) operating activities:	1,978	(5,454)
Cash flows from investing activities:
Purchases of property and equipment	(3,115)	(3,333)
Net cash used in investing activities:	(3,115)	(3,333)
Cash flows from financing activities:
Borrowings under revolving credit facility	15,000	15,500
Repayments under revolving credit facility	(12,800)	(21,000)
Payment of debt issuance costs	(76)	(195)
Proceeds from issuance of common shares and warrants, net of fees	0	14,839
Proceeds from exercise of stock options	0	219
Employee taxes on certain stock-based payment arrangements	(507)	0
Contributions from non-controlling interest	0	136
Distributions to non-controlling interest	(176)	0
Net cash provided by financing activities:	1,441	9,499
Net increase in cash and cash equivalents	304	712
Cash and cash equivalents at beginning of period	14,353	11,126
Cash and cash equivalents at end of period	14,657	11,838
Supplemental cash flow information:
Income taxes paid	132	35
Interest paid	236	398
Supplemental non-cash investing and financing activities:
Unpaid liability for purchases of property and equipment	591	811
Unpaid liability for employee taxes on certain stock-based payment arrangements	$ 97	$ 685

Organization and Other Matters

Organization and Other Matters	6 Months Ended
	Jun. 26, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Other Matters	(1) Organization and Other Matters Business Potbelly Corporation (the "Company", "Potbelly", "we", "us" or "our"), through its wholly owned subsidiaries, owns and operates 393 company-owned shops in the United States. Additionally, Potbelly franchisees operate 47 shops in the United States. Basis of Presentation The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of Potbelly Corporation and its subsidiaries and the notes thereto included in our Annual Report on Form 10-K for the year ended December 26, 2021. The unaudited condensed consolidated financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to the SEC rules and regulations. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), that are necessary to present fairly our balance sheet as of June 26, 2022 and December 26, 2021, our statement of operations for the quarter and year to date ended June 26, 2022 and June 27, 2021, the statement of equity for the quarter and year to date ended June 26, 2022 and June 27, 2021, and our statement of cash flows for the year to date ended June 26, 2022 and June 27, 2021 have been included. The condensed consolidated statements of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year. Beginning in the first quarter of 2022, we reclassified certain advertising and marketing expenses within the condensed consolidated statement of operations. Refer to discussion of the Potbelly Brand Fund in the paragraphs below. These reclassifications had no impact on our results of operations, financial position, or cash flows. We do not have any components of other comprehensive income recorded within our consolidated financial statements and therefore, do not separately present a statement of comprehensive income in our condensed consolidated financial statements. COVID-19 On January 30, 2020, the World Health Organization (the "WHO") announced a global health emergency because of COVID-19 and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic significantly impacted economic conditions in the United States where all our shops are located. In response to the pandemic, many states and jurisdictions in which we operate issued stay-at-home orders and other measures aimed at slowing the spread of the coronavirus, resulting in significant changes to our operations and a sudden and drastic decrease in revenues. While the pandemic continues to have an impact on our business, the distribution of COVID-19 vaccines and lifting of local restrictions has resulted in a gradual improvement to our sales during 2021 and 2022. Nearly all of our shops, including those in central business districts, have reopened their dining rooms and are no longer subject to operating restrictions and capacity limits related to COVID-19. We will continue to follow guidance from local authorities in determining the appropriate restrictions to put in place for each shop, including mask mandates, hours of operation, and the suspension or reduction of in-shop dining if required due to changes in the pandemic response in each jurisdiction and restaurant operating protocols, which could result in lower in-shop dining revenue or higher operating costs . Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Potbelly Corporation; its wholly owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s wholly owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works, LLC (“PSW”); seven of PSW’s wholly owned subsidiaries and PSW’s six joint ventures, collectively, the “Company.” All intercompany balances and transactions have been eliminated in consolidation. For consolidated joint ventures, non-controlling interest represents a non-controlling partner’s share of the assets, liabilities and operations related to the six joint venture investments. Potbelly has ownership interests ranging from 51-80% in these consolidated joint ventures. Fiscal Year We use a 52/53-week fiscal year that ends on the last Sunday of the calendar period. Approximately every five or six years a 53rd week is added. Fiscal year 2022 and 2021 both consist of 52 weeks. The fiscal quarters ended June 26, 2022 and June 27, 2021 each consisted of 13 weeks. The year to date periods ended June 26, 2022 and June 27, 2021 each consisted of 26 weeks. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant estimates include amounts for long-lived assets and income taxes. Actual results could differ from those estimates. Potbelly Brand Fund We maintain the Potbelly Brand Fund (the "Brand Fund") for the purpose of collecting and administering funds to be used for advertising, customer research, marketing technology, agencies, and other activities that promote the Potbelly brand in order to deliver sales at our shops. Company-operated and franchised shops both contribute to the Brand Fund based on a percentage of sales. Beginning in the first quarter of fiscal year 2022, we manage these advertising and marketing expenses through the Brand Fund using the funds contributed by our shops. We manage these funds separately from our general operating expenses, but we are not obligated to maintain the funds in separate accounts or entities. We may spend more or less in any fiscal period than the amounts contributed to the Brand Fund, and we may choose to roll over any unused contributions to the following fiscal period or return them to our shops. Cash held related to the Brand Fund is not considered to be restricted cash as there are no restrictions on the use of the funds. Brand Fund contributions made by company-operated shops are eliminated from the consolidated financial statements. Franchisee contributions are included within franchise royalties and fees in the condensed consolidated statements of operations. Expenses incurred by the Brand Fund are allocated to company-operated and franchised shops based on their relative contributions. The allocation of company-operated Brand Fund expense is included within other operating expenses in our condensed consolidated statements of operations. The allocation of franchisee Brand Fund expense is presented as franchise marketing expenses in our condensed consolidated statements of operations. Prior periods have been reclassified to conform to the current presentation of these expenses. Recent Accounting Pronouncements

Revenue

Revenue	6 Months Ended
	Jun. 26, 2022
Revenue from Contract with Customer [Abstract]
Revenue	(2) Revenue We primarily earn revenue at a point in time for sandwich shop sales, which can occur in person at the shop, over our online or app platform, or through a third-party platform. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. We have other revenue generating activities outlined below. Franchise Revenue We earn an initial franchise fee, a franchise development agreement fee and ongoing fees for royalties and Brand Fund contributions under our franchise agreements. Initial franchise fees are considered highly dependent upon and interrelated with the franchise right granted in the franchise agreement. As such, these franchise fees are recognized over the contractual term of the franchise agreement. We record a contract liability for the unearned portion of the initial franchise fees. Franchise development agreement fees represent the exclusivity rights for a geographical area paid by a third party to develop Potbelly shops for a certain period of time. Franchise development agreement fee payments received by us are recorded in the consolidated balance sheets as accrued expenses or other long-term liabilities, and amortized over the life of the franchise development agreement. Royalties and Brand Fund contributions are based on a percentage of sales and are recorded as revenue as they are earned and become receivable from the franchisee. Gift Card Redemptions / Breakage Revenue Potbelly sells gift cards to customers, records the sale as a contract liability and recognizes the associated revenue as the gift card is redeemed. A portion of these gift cards are not redeemed by the customer ("breakage"), which is recognized as revenue as a percentage of customers gift card redemptions. The expected breakage amount recognized is determined by a historical data analysis on gift card redemption patterns. We recognize gift card breakage income within net sandwich shop sales in the consolidated statements of operations. We recognized gift card breakage income of $0.3 million and $0.1 million for the year to date ended June 26, 2022 and June 27, 2021, respectively, which is recorded within net sandwich shop sales in our condensed consolidated statements of operations. Loyalty Program We offer a customer loyalty program for customers using the Potbelly Perks application at the point of sale. The customer will typically earn 10 points for every dollar spent, and the customer will earn a free entrée after earning 1,000 points. We defer revenue associated with the estimated selling price of points earned by Potbelly Perks members towards free entrées as each point is earned, and a corresponding liability is established in deferred revenue. The deferral is based on the estimated value of the product for which the reward is expected to be redeemed, net of estimated unredeemed points. Once a customer earns a free entrée, that entrée reward will expire after 30 days. Any point in a customer’s account that does not go toward earning a full entrée will expire after the customer's account has been inactive for a year. The breakage amount recognized is estimated based on a historical data analysis of loyalty reward redemptions and is recognized in net shop sandwich sales in the consolidated statement of operations. When points are redeemed, we recognize revenue for the redeemed product and reduce accrued expenses. For the year to date ended June 26, 2022 revenue recognized from all revenue sources on point in time sales was $213.5 million, and revenue recognized from sales over time was $0.7 million. For the year to date ended June 27, 2021, revenue recognized from all revenue sources on point in time sales was $175.3 million and revenue recognized from sales over time was $0.3 million. Contract Liabilities We record current and noncurrent contract liabilities in accrued expenses and other long-term liabilities, respectively, for initial franchise fees, gift cards, and loyalty programs. We have no other contract liabilities or contract assets recorded. The opening and closing balances of our current and noncurrent contract liabilities from contracts with customers were as follows: Current Contract Liability Noncurrent Contract Liability (Thousands) (Thousands) Beginning balance as of December 26, 2021 $ 6,533 $ 1,428 Ending balance as of June 26, 2022 6,217 1,354 Increase (decrease) in contract liability $ (316) $ (74) The aggregate value of remaining performance obligations on outstanding contracts was $7.6 million as of June 26, 2022. We expect to recognize revenue related to contract liabilities as follows (in thousands), which may vary based upon franchise activity as well as gift card redemption patterns: Years Ending Amount 2022 $ 5,231 2023 477 2024 351 2025 349 2026 154 Thereafter 1,009 Total revenue recognized $ 7,571 For the quarter and year to date ended June 26, 2022, the amount of revenue recognized related to the December 26, 2021 liability ending balance was $0.7 million and $1.8 million, respectively. For quarter and year to date ended June 27, 2021, the amount of revenue recognized related to the December 27, 2020 liability ending balance was $0.3 million and $0.9 million, respectively. This revenue is related to the recognition of gift card redemptions and upfront franchise fees. For the year to date ended June 26, 2022 and June 27, 2021, we did not recognize any revenue from obligations satisfied (or partially satisfied) in prior periods.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 26, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement	(3) Fair Value Measurement The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate fair values due to the short maturities of these balances. The book value of the long-term debt under the Credit Agreement, subsequently amended most recently as of May 31, 2022 and further discussed in Note 7, is considered to approximate its fair value as of June 26, 2022 as the interest rates are considered in line with current market rates. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis include items such as leasehold improvements, property and equipment, operating lease assets, goodwill, and other intangible assets. These assets are measured at fair value if determined to be impaired. We assess potential impairments to our long-lived assets, which includes property and equipment and lease right-of-use assets, on a quarterly basis or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Shop-level assets and right-of-use assets are grouped at the individual shop-level for the purpose of the impairment assessment. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value of the shop assets is determined using the discounted future cash flow method of anticipated cash flows through the shop’s lease-end date using fair value measurement inputs classified as Level 3. The fair value of right-of-use assets is estimated using market comparative information for similar properties. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. After performing a periodic review of our shops during the quarter and year to date ended June 26, 2022, it was determined that indicators of impairment were present for certain shops as a result of continued underperformance, primarily related to the impacts of COVID-19. We performed an impairment analysis related to these shops and recorded an impairment charge of $0.9 million and $2.0 million for the quarter and year to date ended June 26, 2022. T he ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 26, 2022
Earnings Per Share [Abstract]
Loss Per Share	(4) Earnings (Loss) Per Share Basic and diluted income (loss) per common share attributable to common stockholders are calculated using the weighted average number of common shares outstanding for the period. Diluted income (loss) per common share attributable to common stockholders is computed by dividing the loss 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 to date ended June 26, 2022 and the quarter and year to date ended June 27, 2021, we had a loss per share, and therefore potentially dilutive shares were excluded from the calculation. The following table summarizes the loss per share calculation: For the Quarter Ended For the Year to Date Ended June 26, June 27, June 26, June 27, Net income (loss) attributable to Potbelly Corporation $ 574 $ (3,881) $ (7,339) $ (18,353) Weighted average common shares outstanding-basic 28,565 27,978 28,481 26,961 Plus: Effect of potentially dilutive stock-based compensation awards 451 — — — Plus: Effect of potential warrant exercise 101 — — — Weighted average common shares outstanding-diluted 29,117 27,978 28,481 26,961 Income (loss) per share available to common stockholders-basic $ 0.02 $ (0.14) $ (0.26) $ (0.68) Income (loss) per share available to common stockholders-diluted $ 0.02 $ (0.14) $ (0.26) $ (0.68) Potentially dilutive shares that are considered anti-dilutive: Shares 637 2,002 1,906 2,048

Income Taxes

Income Taxes	6 Months Ended
	Jun. 26, 2022
Income Tax Disclosure [Abstract]
Income Taxes	(5) Income Taxes The interim tax provision is determined using an estimated annual effective tax rate and is adjusted for discrete taxable events that occur during the quarter. We regularly assess the need for a valuation allowance related to our 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 our deferred tax assets will not be realized. In our assessment, we consider recent financial operating results, projected future taxable income, the reversal of existing taxable differences, and tax planning strategies. We recorded a full valuation allowance against our net deferred tax assets during the first quarter of 2019, resulting in a non-cash charge to income tax expense of $13.6 million. We continue to maintain a valuation allowance against all of our deferred tax assets as of June 26, 2022. We did not provide for an income tax benefit on our pre-tax income income (loss) for the quarter and year to date ended June 26, 2022 and June 27, 2021. We assess the likelihood of the realization of our deferred tax assets each quarter and the valuation allowance is adjusted accordingly.

Leases

Leases	6 Months Ended
	Jun. 26, 2022
Leases [Abstract]
Leases	(6) Leases We determine if an arrangement is a lease at inception of the arrangement. We lease retail shops, warehouse, and office space under operating leases. Our 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 our option, we determine the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease. Operating leases result in the recording a right-of-use asset and lease liability on the consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our 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, we estimate our incremental secured borrowing rates corresponding to the maturities of our leases. 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. We elected a short-term lease exception policy, permitting us to not apply the recognition requirements of ASC 842, Leases, to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. In fiscal year 2020, as a result of COVID-19, we held discussions with landlords regarding restructuring of our leases in light of various contractual and legal defenses, and we subsequently entered into a total of 350 amendments with our respective landlords through December 26, 2021. The vast majority of these lease amendments were completed during fiscal year 2020, and we fully completed the COVID-19-related lease amendments as of December 26, 2021. We did not terminate any leases during the quarter ended June 26, 2022. During the year to date ended, we terminated 1 lease. The terminated lease had a month-to-month term and, as a result, we did not incur lease termination fees and we did not record a gain or loss for the year to date ended June 26, 2022. We also did not derecognize any ROU assets or lease liabilities related to this lease termination. Operating lease term and discount rate were as follows: June 26, June 27, Weighted average remaining lease term (years) 6.89 7.50 Weighted average discount rate 8.11 % 7.90 % Certain of our operating lease agreements include variable payments that are passed through by the landlord, such as common area maintenance and real estate taxes, as well as variable payments based on percentage rent for certain of our shops. Pass-through charges and payments based on percentage rent are included within variable lease cost. The components of lease cost were as follows: For the Quarter Ended For the Year to Date Ended Classification June 26, June 27, June 26, June 27, Operating lease cost Occupancy and General and administrative expenses 10,092 10,296 20,397 20,707 Variable lease cost Occupancy 3,796 3,236 7,258 6,475 Total lease cost 13,888 13,532 27,655 27,182 Supplemental disclosures of cash flow information related to leases were as follows: For the Quarter Ended For the Year to Date Ended June 26, June 27, June 26, June 27, Operating cash flows rent paid for operating lease liabilities 10,804 12,137 21,398 25,051 Operating right-of-use assets obtained in exchange for new operating lease liabilities 6,794 2,938 10,176 4,656 Reduction in operating right-of-use assets due to lease terminations and modifications 1,264 846 1,264 4,140 As of June 26, 2022, we had no real estate leases entered into that had not yet commenced. Maturities of lease liabilities were as follows as of June 26, 2022: Operating Leases Remainder of 2022 21,112 2023 40,095 2024 37,905 2025 35,095 2026 31,422 2027 25,884 Thereafter 60,110 Total lease payments 251,623 Less: imputed interest (61,722) Present value of lease liabilities 189,901

Debt and Credit Facilities

Debt and Credit Facilities	6 Months Ended
	Jun. 26, 2022
Debt Disclosure [Abstract]
Debt and Credit Facilities	(7) Debt and Credit Facilities The components of long-term debt were as follows: June 26, December 26, Revolving credit facility $ 12,050 $ 9,850 Paycheck Protection Program loan 10,000 10,000 Less: current portion of long-term debt (3,333) (2,333) Total long-term debt $ 18,717 $ 17,517 Revolving credit facility On August 7, 2019, we entered into a second amended and restated revolving credit facility agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. ("JPMorgan"). The Credit Agreement amends and restates the revolving credit facility agreement, dated as of December 9, 2015, and amended on May 3, 2019 (collectively, the "Prior Credit Agreement") with JPMorgan. As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 26, 2021, we subsequently amended the Credit Agreement during fiscal years 2020 and 2021. The Credit Agreement provides for a revolving credit facility in a maximum principal amount of $25 million. On January 28, 2022, we entered into Amendment No. 6 (the "Sixth Amendment") to the Credit Agreement. The Sixth Amendment, among other things, (i) extended the maturity date under the Credit Agreement from January 31, 2023 to May 31, 2023, (ii) changed the benchmark interest rates under the Credit Agreement for borrowings from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) subject to certain adjustments in the Sixth Amendment, (iii) increased the interest rate margin by 75 basis points with respect to any CBFR Loan (as defined in the Credit Agreement), (iv) sets the interest rate margin at 600 basis points with respect to any Term Benchmark Loan (as defined in the Credit Agreement), (v) amended certain financial covenant testing levels, and (vi) amended the definition of subsidiary to exclude the Potbelly Employee Relief Fund NFP, an Illinois not-for-profit corporation. On May 31, 2022, we entered into Amendment No. 7 (the "Seventh Amendment") to the Credit Agreement. The Seventh Amendment, among other things (i) extended the maturity date under the Credit Agreement from May 31, 2023 to August 31, 2023 and (ii) amended certain financial covenant testing levels. As of June 26, 2022, we had $12.1 million outstanding under the Credit Agreement. As of December 26, 2021, we had $9.9 million outstanding under the Credit Agreement. We are currently in compliance with all financial debt covenants. Paycheck Protection Program Loan On August 10, 2020, PSW, an indirect subsidiary of the Company, entered into a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10.0 million (the "Loan"), pursuant to the PPP under the CARES Act. The Loan was necessary to support our ongoing operations due to the economic uncertainty resulting from the COVID-19 pandemic and lack of access to alternative sources of liquidity. The Loan is scheduled to mature five years from the date on which PSW applies for loan forgiveness under the CARES Act, bears interest at a rate of 1% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration ("SBA") under the CARES Act. The PPP provides that the use of the Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. We used all of the PPP proceeds toward qualifying expenses and pursued forgiveness of the full Loan amount. We have recorded the amount of the Loan as long-term debt (current and non-current) in our condensed consolidated balance sheet and the related interest has been recorded to interest expense in our condensed consolidated statement of operations.

Restructuring

Restructuring	6 Months Ended
	Jun. 26, 2022
Restructuring and Related Activities [Abstract]
Restructuring	(8) Restructuring On November 3, 2020, as part of our COVID-related cost reduction efforts and to better align our general and administrative expenses with future strategy, we made the determination to reorganize and restructure our corporate team. The restructuring plan implemented resulted in general and administrative expense savings in 2021 and 2022. This was accomplished through corporate expense optimization, consolidating our shop support services, and through other expense and staff reductions. As a result, we reduced corporate employment levels by approximately 35 employees in the fourth quarter of 2020. We substantially completed our planned restructuring actions during 2020, but we will continue to evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of our ongoing strategy. During the first quarter of 2022, we fully paid our remaining obligations as a result of the restructuring plan implemented in the fourth quarter of 2020. Total (Thousands) Balance as of December 26, 2021 $ 122 Charges incurred — Payments made (122) Balance at June 26, 2022 $ —

Capital Stock

Capital Stock	6 Months Ended
	Jun. 26, 2022
Equity [Abstract]
Capital Stock	(9) Capital Stock On May 8, 2018, we announced that our Board of Directors authorized a stock repurchase program for up to $65.0 million of our outstanding common stock. The program permits us, from time to time, to purchase shares in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended) or in privately negotiated transactions. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions, SEC requirements and other factors. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors. For the quarter and year to date ended June 26, 2022, we did not repurchase any shares of our common stock under the stock repurchase program. We do not have plans to repurchase any common stock under our stock repurchase program at this time. On February 9, 2021, we closed on a Securities Purchase Agreement (the "SPA") for the sale by us of 3,249,668 shares of our common stock at a par value of $0.01 per share and the issuance of warrants to purchase 1,299,861 shares of common stock at an exercise price of $5.45 per warrant for gross proceeds of $16.0 million, before deducting placement agent fees and offering expenses of approximately $1.0 million. The warrants are initially exercisable commencing August 13, 2021 through their expiration date of August 12, 2026. The proceeds received from the SPA were allocated between shares and warrants based on their relative fair values at closing. The warrants were valued utilizing the Black-Scholes method.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 26, 2022
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	(10) Stock-Based Compensation Stock options We have awarded stock options to certain employees including the senior leadership team. The number of options and exercise price of each option is determined by a committee designated by our Board of Directors. The options granted are generally exercisable over a 10-year period from the date of the grant. Outstanding options expire on various dates through the year 2028. The range of exercise prices for the outstanding options as of June 26, 2022 is $9.47 and $20.53 per option, and the options generally vest in one-fourth and one-fifth increments over four A summary of stock option activity is as follows: Options Shares (Thousands) Weighted Average Exercise Price Aggregate Intrinsic Value (Thousands) Weighted Average Remaining Term (Years) Outstanding—December 26, 2021 538 $ 12.03 $ — 2.35 Granted — — Exercised — — Canceled (11) 8.16 Outstanding—June 26, 2022 527 12.11 $ — 2.05 Exercisable—June 26, 2022 527 $ 12.11 $ — 2.05 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. We did not recognize stock-based compensation expense related to stock options for the quarter ended June 26, 2022. For the year to date ended June 26, 2022, we recognized stock-based compensation expense related to stock options of less than $0.1 million. For the quarter and year to date ended June 27, 2021, we recognized stock-based compensation expense related to stock options of $0.1 million. As of June 26, 2022, we do not have unrecognized stock-based compensation expense related to stock options. We record stock-based compensation expense within general and administrative expenses in the condensed consolidated statements of operations. Restricted stock units We award restricted stock units ("RSUs") to certain employees and certain non-employee members of our Board of Directors. Prior to 2021, the Board of Director grants had a vesting schedule of 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. Beginning with the annual grant made in the second quarter of 2021, the Board of Director grants fully vest on the first anniversary of the grant date, or upon termination from the Board of Directors for any reason other than for cause, a pro rata portion of the shares vest on the termination date. The employee grants vest in one-third increments over a three-year period. A summary of RSU activity is as follows: RSUs Number of RSUs (Thousands) Weighted Average Fair Value per Share Non-vested as of December 26, 2021 1,151 $ 4.87 Granted 506 6.11 Vested (487) 5.87 Canceled — — Non-vested as of June 26, 2022 1,170 $ 4.34 For the quarter and year to date ended June 26, 2022, we recognized stock-based compensation expense related to RSUs of $0.7 million and $1.3 million, respectively. For the quarter and year to date ended June 27, 2021, we recognized stock-based compensation expense related to RSUs of $0.3 million and $0.4 million, respectively. As of June 26, 2022, unrecognized stock-based compensation expense for RSUs was $5.9 million, which will be recognized through fiscal year 2024. Performance stock units We award performance share units ("PSUs") to certain of our employees. The PSUs have certain vesting conditions based upon our stock price and relative stock performance. Because these PSUs are subject to service and market vesting conditions, we determine the fair market value of each grant using a Monte Carlo simulation model. Participants are entitled to receive a specified number of shares of our common stock contingent on achievement of a stock return on our common stock. For the quarter and year to date ended June 26, 2022, we recognized stock-based compensation expense for PSUs with market vesting conditions of $0.1 million and $0.2 million, respectively. A summary of activity for PSUs with market vesting conditions for the year to date ended June 26, 2022 is as follows: PSUs Number of PSUs (Thousands) Weighted Average Fair Value per Share Non-vested as of December 26, 2021 130 8.43 Granted 145 10.15 Vested — — Canceled — — Non-vested as of June 26, 2022 275 9.34

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 26, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	(11) Commitments and Contingencies We are subject to legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. We accrue for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, our 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 our financial position or results of operations and cash flows. Many of the food products we purchase are subject to changes in the price and availability of food commodities, including, among other things, beef, poultry, grains, dairy and produce. We work with our suppliers and use a mix of forward pricing protocols for certain items including agreements with our supplier on fixed prices for deliveries at a time in the future and agreements on a fixed price with our suppliers for the duration of those protocols. We also utilize 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 twelve months or less). Such contracts are used in the normal purchases of our food products and not for speculative purposes, and as such are not required to be evaluated as derivative instruments.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 26, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn July 12, 2022, we received notification from Harvest Small Business Finance, LLC that the SBA approved our loan forgiveness application for the entire outstanding principal and accrued interest under the Loan. See Note 7 for further information.

Organization and Other Matters

Organization and Other Matters (Policies)	6 Months Ended
	Jun. 26, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business	BusinessPotbelly Corporation (the "Company", "Potbelly", "we", "us" or "our"), through its wholly owned subsidiaries, owns and operates 393 company-owned shops in the United States. Additionally, Potbelly franchisees operate 47 shops in the United States.
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of Potbelly Corporation and its subsidiaries and the notes thereto included in our Annual Report on Form 10-K for the year ended December 26, 2021. The unaudited condensed consolidated financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to the SEC rules and regulations. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), that are necessary to present fairly our balance sheet as of June 26, 2022 and December 26, 2021, our statement of operations for the quarter and year to date ended June 26, 2022 and June 27, 2021, the statement of equity for the quarter and year to date ended June 26, 2022 and June 27, 2021, and our statement of cash flows for the year to date ended June 26, 2022 and June 27, 2021 have been included. The condensed consolidated statements of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year. Beginning in the first quarter of 2022, we reclassified certain advertising and marketing expenses within the condensed consolidated statement of operations. Refer to discussion of the Potbelly Brand Fund in the paragraphs below. These reclassifications had no impact on our results of operations, financial position, or cash flows. We do not have any components of other comprehensive income recorded within our consolidated financial statements and therefore, do not separately present a statement of comprehensive income in our condensed consolidated financial statements.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Potbelly Corporation; its wholly owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s wholly owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works, LLC (“PSW”); seven of PSW’s wholly owned subsidiaries and PSW’s six joint ventures, collectively, the “Company.” All intercompany balances and transactions have been eliminated in consolidation. For consolidated joint ventures, non-controlling interest represents a non-controlling partner’s share of the assets, liabilities and operations related to the six joint venture investments. Potbelly has ownership interests ranging from 51-80% in these consolidated joint ventures.
Fiscal Year	Fiscal YearWe use a 52/53-week fiscal year that ends on the last Sunday of the calendar period. Approximately every five or six years a 53rd week is added. Fiscal year 2022 and 2021 both consist of 52 weeks. The fiscal quarters ended June 26, 2022 and June 27, 2021 each consisted of 13 weeks. The year to date periods ended June 26, 2022 and June 27, 2021 each consisted of 26 weeks.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant estimates include amounts for long-lived assets and income taxes. Actual results could differ from those estimates.
Recent Accounting Pronouncements	Recent Accounting PronouncementsWe reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements.
Potbelly Brand Fund	Potbelly Brand Fund We maintain the Potbelly Brand Fund (the "Brand Fund") for the purpose of collecting and administering funds to be used for advertising, customer research, marketing technology, agencies, and other activities that promote the Potbelly brand in order to deliver sales at our shops. Company-operated and franchised shops both contribute to the Brand Fund based on a percentage of sales. Beginning in the first quarter of fiscal year 2022, we manage these advertising and marketing expenses through the Brand Fund using the funds contributed by our shops. We manage these funds separately from our general operating expenses, but we are not obligated to maintain the funds in separate accounts or entities. We may spend more or less in any fiscal period than the amounts contributed to the Brand Fund, and we may choose to roll over any unused contributions to the following fiscal period or return them to our shops. Cash held related to the Brand Fund is not considered to be restricted cash as there are no restrictions on the use of the funds. Brand Fund contributions made by company-operated shops are eliminated from the consolidated financial statements. Franchisee contributions are included within franchise royalties and fees in the condensed consolidated statements of operations. Expenses incurred by the Brand Fund are allocated to company-operated and franchised shops based on their relative contributions. The allocation of company-operated Brand Fund expense is included within other operating expenses in our condensed consolidated statements of operations. The allocation of franchisee Brand Fund expense is presented as franchise marketing expenses in our condensed consolidated statements of operations. Prior periods have been reclassified to conform to the current presentation of these expenses.

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 26, 2022
Revenue from Contract with Customer [Abstract]
Summary of Current and Noncurrent Contract Liabilities from Contracts with Customers	The opening and closing balances of our current and noncurrent contract liabilities from contracts with customers were as follows: Current Contract Liability Noncurrent Contract Liability (Thousands) (Thousands) Beginning balance as of December 26, 2021 $ 6,533 $ 1,428 Ending balance as of June 26, 2022 6,217 1,354 Increase (decrease) in contract liability $ (316) $ (74)
Summary of Expected Revenue Recognition Related to Contract Liabilities	We expect to recognize revenue related to contract liabilities as follows (in thousands), which may vary based upon franchise activity as well as gift card redemption patterns: Years Ending Amount 2022 $ 5,231 2023 477 2024 351 2025 349 2026 154 Thereafter 1,009 Total revenue recognized $ 7,571

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 26, 2022
Earnings Per Share [Abstract]
Summary of Loss Per Share Calculation	The following table summarizes the loss per share calculation: For the Quarter Ended For the Year to Date Ended June 26, June 27, June 26, June 27, Net income (loss) attributable to Potbelly Corporation $ 574 $ (3,881) $ (7,339) $ (18,353) Weighted average common shares outstanding-basic 28,565 27,978 28,481 26,961 Plus: Effect of potentially dilutive stock-based compensation awards 451 — — — Plus: Effect of potential warrant exercise 101 — — — Weighted average common shares outstanding-diluted 29,117 27,978 28,481 26,961 Income (loss) per share available to common stockholders-basic $ 0.02 $ (0.14) $ (0.26) $ (0.68) Income (loss) per share available to common stockholders-diluted $ 0.02 $ (0.14) $ (0.26) $ (0.68) Potentially dilutive shares that are considered anti-dilutive: Shares 637 2,002 1,906 2,048

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 26, 2022
Leases [Abstract]
Schedule of Weighted Average Lease Terms and Discount Rates	Operating lease term and discount rate were as follows: June 26, June 27, Weighted average remaining lease term (years) 6.89 7.50 Weighted average discount rate 8.11 % 7.90 %
Components of Lease Cost	The components of lease cost were as follows: For the Quarter Ended For the Year to Date Ended Classification June 26, June 27, June 26, June 27, Operating lease cost Occupancy and General and administrative expenses 10,092 10,296 20,397 20,707 Variable lease cost Occupancy 3,796 3,236 7,258 6,475 Total lease cost 13,888 13,532 27,655 27,182 Supplemental disclosures of cash flow information related to leases were as follows: For the Quarter Ended For the Year to Date Ended June 26, June 27, June 26, June 27, Operating cash flows rent paid for operating lease liabilities 10,804 12,137 21,398 25,051 Operating right-of-use assets obtained in exchange for new operating lease liabilities 6,794 2,938 10,176 4,656 Reduction in operating right-of-use assets due to lease terminations and modifications 1,264 846 1,264 4,140
Maturities of Lease Liabilities	Maturities of lease liabilities were as follows as of June 26, 2022: Operating Leases Remainder of 2022 21,112 2023 40,095 2024 37,905 2025 35,095 2026 31,422 2027 25,884 Thereafter 60,110 Total lease payments 251,623 Less: imputed interest (61,722) Present value of lease liabilities 189,901

Debt and Credit Facilities (Tab

Debt and Credit Facilities (Tables)	6 Months Ended
	Jun. 26, 2022
Debt Disclosure [Abstract]
Component of Long-term Debt	The components of long-term debt were as follows: June 26, December 26, Revolving credit facility $ 12,050 $ 9,850 Paycheck Protection Program loan 10,000 10,000 Less: current portion of long-term debt (3,333) (2,333) Total long-term debt $ 18,717 $ 17,517

Restructuring (Tables)

Restructuring (Tables)	6 Months Ended
	Jun. 26, 2022
Restructuring and Related Activities [Abstract]
Schedule Future Cash Payments Required to Satisfy Our Remaining Obligations	During the first quarter of 2022, we fully paid our remaining obligations as a result of the restructuring plan implemented in the fourth quarter of 2020. Total (Thousands) Balance as of December 26, 2021 $ 122 Charges incurred — Payments made (122) Balance at June 26, 2022 $ —

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 26, 2022
Share-based Payment Arrangement [Abstract]
Summary of Stock Option Activity	A summary of stock option activity is as follows: Options Shares (Thousands) Weighted Average Exercise Price Aggregate Intrinsic Value (Thousands) Weighted Average Remaining Term (Years) Outstanding—December 26, 2021 538 $ 12.03 $ — 2.35 Granted — — Exercised — — Canceled (11) 8.16 Outstanding—June 26, 2022 527 12.11 $ — 2.05 Exercisable—June 26, 2022 527 $ 12.11 $ — 2.05
Summary of RSU Activity	A summary of RSU activity is as follows: RSUs Number of RSUs (Thousands) Weighted Average Fair Value per Share Non-vested as of December 26, 2021 1,151 $ 4.87 Granted 506 6.11 Vested (487) 5.87 Canceled — — Non-vested as of June 26, 2022 1,170 $ 4.34
Summary of PSU Activity	A summary of activity for PSUs with market vesting conditions for the year to date ended June 26, 2022 is as follows: PSUs Number of PSUs (Thousands) Weighted Average Fair Value per Share Non-vested as of December 26, 2021 130 8.43 Granted 145 10.15 Vested — — Canceled — — Non-vested as of June 26, 2022 275 9.34

Organization and Other Matter_2

Organization and Other Matters - Additional Information (Detail)	6 Months Ended
	Jun. 26, 2022 Shop JointVenture Subsidiary
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops franchisees operate	47
Number of wholly owned subsidiaries | Subsidiary	7
Number of joint ventures | JointVenture	6
Minimum
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops Potbelly Corporation owns or operates	393
Ownership interest rate	51%
Maximum
Nature Of Business And Basis Of Presentation [Line Items]
Ownership interest rate	80%

Revenue - Additional Informatio

Revenue - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Disaggregation Of Revenue [Line Items]
Revenue recognized related to prior periods			$ 300,000	$ 100,000
Amount of revenue recognized	$ 115,952,000	$ 97,491,000	214,173,000	175,556,000
Aggregate value of remaining performance obligation on outstanding contracts	7,571,000		7,571,000
December 26, 2021 and December 27, 2020 liability ending balance
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	$ 700,000	$ 300,000	1,800,000	900,000
Revenue recognized related to prior periods			0
Point in time sales
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized			213,500,000	175,300,000
Over time sales
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized			$ 700,000	$ 300,000

Revenue - Summary of Current an

Revenue - Summary of Current and Noncurrent Contract Liabilities from Contracts with Customers (Detail) $ in Thousands	6 Months Ended
	Jun. 26, 2022 USD ($)
Current Contract Liability
Beginning balance	$ 6,533
Ending balance	6,217
Increase (decrease) in contract liability	(316)
Noncurrent Contract Liability
Beginning balance	1,428
Ending balance	1,354
Increase (decrease) in contract liability	$ (74)

Revenue - Summary of Expected R

Revenue - Summary of Expected Revenue Recognition Related to Contract Liabilities (Detail) $ in Thousands	Jun. 26, 2022 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 7,571
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 5,231
Revenue, remaining performance obligation, expected timing of satisfaction, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 477
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 351
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 349
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 154
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 1,009
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Fair Value Measurement (Detail)

Fair Value Measurement (Detail) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 26, 2022	Jun. 26, 2022
Fair Value Disclosures [Abstract]
Impairment charge	$ 0.9	$ 2

Earnings (Loss) Per Share - Add

Earnings (Loss) Per Share - Additional Information (Detail)	6 Months Ended
	Jun. 26, 2022 shares
Common Share Options
Loss Per Share [Line Items]
Potential common shares included in diluted shares outstanding (in shares)	0

Earnings (Loss) Per Share - Sum

Earnings (Loss) Per Share - Summary of Loss Per Share Calculation (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Loss Per Share [Line Items]
Net income (loss) attributable to Potbelly Corporation	$ 574	$ (3,881)	$ (7,339)	$ (18,353)
Weighted average common shares outstanding-basic (in shares)	28,565,000	27,978,000	28,481,000	26,961,000
Plus: Effect of potentially dilutive stock-based compensation awards	451,000	0	0	0
Plus: Effect of potential warrant exercise	101,000	0	0	0
Weighted average common shares outstanding-diluted (in shares)	29,117,000	27,978,000	28,481,000	26,961,000
Income (loss) per share available to common stockholders-basic (in USD per share)	$ 0.02	$ (0.14)	$ (0.26)	$ (0.68)
Income (loss) per share available to common stockholders-diluted (in USD per share)	$ 0.02	$ (0.14)	$ (0.26)	$ (0.68)
Common share options
Loss Per Share [Line Items]
Potentially dilutive shares that are considered anti-dilutive (in shares)	637,000	2,002,000	1,906,000	2,048,000

Income Taxes - (Detail)

Income Taxes - (Detail) $ in Millions	Mar. 31, 2019 USD ($)
Income Tax Disclosure [Abstract]
Deferred tax assets, valuation allowance	$ 13.6

Leases - Additional Information

Leases - Additional Information (Detail)	3 Months Ended	6 Months Ended
	Jun. 26, 2022 USD ($)	Jun. 26, 2022 USD ($) store	Dec. 27, 2020 amendment
Leases [Abstract]
Operating leases, terms	10 years	10 years
Operating leases, option to extend		five-year
Number of leases terminated | store		1,000
Lease termination fees	$ 0
Right of use assets derecognized upon lease termination	0
Gain (loss) on termination of lease	0
Number of shops with lease amendments | amendment			350
Additional operating leases payments related to shops not yet open, amount	$ 0	$ 0

Leases - Operating Lease Term a

Leases - Operating Lease Term and Discount Rate (Detail)	Jun. 26, 2022	Jun. 27, 2021
Leases [Abstract]
Weighted average remaining lease term (years)	6 years 10 months 20 days	7 years 6 months
Weighted average discount rate	8.11%	7.90%

Leases - Components of Lease Co

Leases - Components of Lease Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Lessee Lease Description [Line Items]
Operating lease cost	$ 13,888		$ 27,655
Total lease cost		$ 13,532		$ 27,182
Occupancy and General and administrative expenses
Lessee Lease Description [Line Items]
Operating lease cost	10,092	10,296	20,397	20,707
Occupancy
Lessee Lease Description [Line Items]
Variable lease cost	$ 3,796	$ 3,236	$ 7,258	$ 6,475

Leases - Supplemental Disclosur

Leases - Supplemental Disclosures of Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Leases [Abstract]
Operating cash flows rent paid for operating lease liabilities	$ 10,804	$ 12,137	$ 21,398	$ 25,051
Operating right-of-use assets obtained in exchange for new operating lease liabilities	6,794	2,938	10,176	4,656
Reduction in operating right-of-use assets due to lease terminations and modifications	$ 1,264	$ 846	$ 1,264	$ 4,140

Leases - Maturities of Lease Li

Leases - Maturities of Lease Liabilities (Detail) $ in Thousands	Jun. 26, 2022 USD ($)
Operating Leases
Remainder of 2022	$ 21,112
2023	40,095
2024	37,905
2025	35,095
2026	31,422
2027	25,884
Thereafter	60,110
Total lease payments	251,623
Less: imputed interest	(61,722)
Present value of lease liabilities	$ 189,901

Debt and Credit Facilities - Co

Debt and Credit Facilities - Component of Long-term Debt (Detail) - USD ($) $ in Thousands	Jun. 26, 2022	Dec. 26, 2021
Debt Instrument [Line Items]
Total long-term debt	$ 18,717	$ 17,517
Less: current portion of long-term debt	(3,333)	(2,333)
Revolving credit facility
Debt Instrument [Line Items]
Total long-term debt	12,050	9,850
Paycheck Protection Program loan
Debt Instrument [Line Items]
Total long-term debt	$ 10,000	$ 10,000

Debt and Credit Facilities - Ad

Debt and Credit Facilities - Additional Information (Detail) - USD ($) $ in Millions				6 Months Ended	12 Months Ended
	Jul. 12, 2022	Jan. 28, 2022	Aug. 10, 2020	Jun. 26, 2022	Dec. 26, 2021	Aug. 07, 2019
CARES Act of 2020 | Sixth credit agreement amendment | Minimum
Debt Instrument [Line Items]
Debt Instrument, maturity date		Jan. 31, 2023
CARES Act of 2020 | Sixth credit agreement amendment | Maximum
Debt Instrument [Line Items]
Debt Instrument, maturity date		May 31, 2023
Revolving credit facility | JPMorgan Chase Bank, N.A.
Debt Instrument [Line Items]
Credit facility agreement, maximum principal amount						$ 25
CBFR loan | Sixth credit agreement amendment
Debt Instrument [Line Items]
Debt instrument, CBFR loan, increase in interest rate		0.75%
Term benchmark loan | Sixth credit agreement amendment
Debt Instrument [Line Items]
Debt instrument, term benchmark loan, increase in interest rate		6%
Paycheck Protection Program loan | CARES Act of 2020 | Potbelly Sandwich Works, LLC
Debt Instrument [Line Items]
Loan maturity period			5 years
Credit facility agreement, interest rate			1%
Paycheck Protection Program loan | Harvest Small Business Finance L L C | Commercial loan | Subsequent Event [Member]
Debt Instrument [Line Items]
Gain on forgiveness of debt	$ 10.2
Paycheck Protection Program loan | Harvest Small Business Finance L L C | Commercial loan | Potbelly Sandwich Works, LLC
Debt Instrument [Line Items]
Loan amount			$ 10
Paycheck Protection Program loan | Harvest Small Business Finance L L C | CARES Act of 2020 | Sixth credit agreement amendment
Debt Instrument [Line Items]
Credit facility agreement, amount outstanding				$ 12.1	$ 9.9

Restructuring - Additional Info

Restructuring - Additional Information (Detail)	3 Months Ended
	Dec. 27, 2020 Employee
Restructuring and Related Activities [Abstract]
Number of employee reduce	35

Restructuring - Schedule Future

Restructuring - Schedule Future Cash Payments Required to Satisfy Our Remaining Obligations (Detail) $ in Thousands	6 Months Ended
	Jun. 26, 2022 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 122
Charges incurred	0
Payments made	(122)
Ending balance	$ 0

Capital Stock (Detail)

Capital Stock (Detail) - USD ($)			3 Months Ended
	Nov. 03, 2021	Feb. 09, 2021	Jun. 27, 2021	Mar. 28, 2021	Jun. 26, 2022	Dec. 26, 2021	May 08, 2018
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, authorized amount							$ 65,000,000
Common stock, par value (in USD per share)					$ 0.01	$ 0.01
Issuance of common shares and warrants, net of fees			$ (101,000)	$ 14,940,000
Warrants
Equity Class Of Treasury Stock [Line Items]
Placement agent fees and offering expenses		$ 1,000,000
Issuance of common shares and warrants, net of fees				$ 2,566,000
William Blair [Member]
Equity Class Of Treasury Stock [Line Items]
Issuance of common shares and warrants, net of fees	$ 40,000,000
Securities purchase agreement
Equity Class Of Treasury Stock [Line Items]
Issuance of common shares and warrants, net of fees (in shares)		3,249,668
Common stock, par value (in USD per share)		$ 0.01
Securities purchase agreement | Warrants
Equity Class Of Treasury Stock [Line Items]
Issuance of common shares and warrants, net of fees (in shares)		1,299,861
Exercise price of warrants (in USD per share)		$ 5.45
Proceeds from securities purchase agreement		$ 16,000,000

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021	Dec. 27, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized stock-based compensation expense (less than)			$ 1,495,000	$ 848,000
2019 long term incentive plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of options outstanding, lower limit (in USD per share)			$ 9.47
Exercise price of options outstanding, higher limit (in USD per share)			$ 20.53
Maximum | Equity option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable period from the date of grant			10 years
Maximum | 2019 long term incentive plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period (in years)			5 years
Vesting percentage			0.20%
Minimum | 2019 long term incentive plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period (in years)			4 years
Vesting percentage			25%
Common share options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation forfeiture credit		$ 100,000		100,000
Common share options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized stock-based compensation expense (less than)	$ 0		$ 100,000
Unrecognized stock compensation expense	0		$ 0
Restricted stock units (RSUs) | Non-employee board of directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period (in years)			3 years
Recognized stock-based compensation expense (less than)	700,000	$ 300,000	$ 1,300,000	$ 400,000
Unrecognized stock compensation expense	5,900,000		$ 5,900,000
Vesting percentage			0.33%
Restricted stock units (RSUs) | Non-employee board of directors | First anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					50%
Restricted stock units (RSUs) | Non-employee board of directors | Second anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			50%
Performance stock units | Market vesting conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized stock-based compensation expense (less than)	$ 100,000		$ 200,000

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 26, 2022	Dec. 26, 2021
Shares (Thousands)
Beginning balance (in shares)	538
Granted (in shares)	0
Exercised (in shares)	0
Canceled (in shares)	(11)
Ending balance (in shares)	527	538
Exercisable (in shares)	527
Weighted Average Exercise Price
Outstanding at beginning balance (in USD per share)	$ 12.03
Granted (in USD per share)	0
Exercised (in USD per share)	0
Canceled (in USD per share)	8.16
Outstanding at ending balance (in USD per share)	12.11	$ 12.03
Exercisable (in USD per share)	$ 12.11
Options outstanding aggregate intrinsic value	$ 0	$ 0
Options exercisable aggregate intrinsic value	$ 0
Weighted Average Remaining Term (Years)
Options outstanding weighted average remaining term (in years)	2 years 18 days	2 years 4 months 6 days
Options exercisable weighted average remaining term (in years)	2 years 18 days

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of RSU Activity (Detail) - Restricted stock units (RSUs) shares in Thousands	6 Months Ended
	Jun. 26, 2022 $ / shares shares
Number of RSUs (Thousands)
Non-vested beginning balance (in shares) | shares	1,151
Granted (in shares) | shares	506
Vested (in shares) | shares	(487)
Canceled (in shares) | shares	0
Non-vested ending balance (in shares) | shares	1,170
Weighted Average Fair Value per Share
Weighted average fair value beginning balance (in USD per share) | $ / shares	$ 4.87
Granted (in USD per share) | $ / shares	6.11
Vested (in USD per share) | $ / shares	5.87
Canceled (in USD per share) | $ / shares	0
Weighted average fair value ending balance (in USD per share) | $ / shares	$ 4.34

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of PSU Activity (Detail) - Performance stock units shares in Thousands	6 Months Ended
	Jun. 26, 2022 $ / shares shares
Number of RSUs (Thousands)
Non-vested beginning balance (in shares) | shares	130
Granted (in shares) | shares	145
Vested (in shares) | shares	0
Canceled (in shares) | shares	0
Non-vested ending balance (in shares) | shares	275
Weighted Average Fair Value per Share
Weighted average fair value beginning balance (in USD per share) | $ / shares	$ 8.43
Granted (in USD per share) | $ / shares	10.15
Vested (in USD per share) | $ / shares	0
Canceled (in USD per share) | $ / shares	0
Weighted average fair value ending balance (in USD per share) | $ / shares	$ 9.34