0001195734-22-000010 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Current assets
Cash and cash equivalents, at carrying value	$ 14,353	$ 11,126
Accounts receivable, net of allowances of $27 and $47 as of December 26, 2021 and December 27, 2020, respectively	6,032	4,354
Inventories	3,491	2,989
Prepaid expenses and other current assets	4,178	4,839
Total current assets	28,054	23,308
Property and equipment, net	49,805	61,193
Right-of-use assets for operating leases	166,084	189,141
Indefinite-lived intangible assets	3,404	3,404
Goodwill	2,222	2,222
Deferred expenses, net and other assets	3,668	4,089
Total assets	253,237	283,357
Current liabilities
Accounts payable	8,140	7,511
Accrued expenses	30,859	22,437
Current portion of long-term debt	2,333	333
Short-term operating lease liabilities	28,548	35,325
Total current liabilities	69,880	65,606
Long-term debt, net of current portion	17,517	15,953
Long-term operating lease liabilities	166,291	189,146
Other long-term liabilities	1,966	7,157
Total liabilities	255,654	277,862
Commitments and contingencies (Note 14)
Equity
Common stock, $0.01 par value—authorized 200,000 shares; outstanding 28,380 and 24,323 shares as of December 26, 2021 and December 27, 2020, respectively	380	339
Warrants	2,566	0
Additional paid-in-capital	452,570	438,174
Treasury stock, held at cost, 9,785 and 9,612 shares as of December 26, 2021, and December 27, 2020, respectively	(114,577)	(113,266)
Accumulated deficit	(343,261)	(319,477)
Total stockholders’ equity (deficit)	(2,322)	5,770
Non-controlling interest	(95)	(275)
Total equity (deficit)	(2,417)	5,495
Total liabilities and equity (deficit)	$ 253,237	$ 283,357

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Current assets
Accounts receivable, allowance	$ 27	$ 47
Equity
Common stock, outstanding (in shares)	28,380,000	24,323,000
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Treasury stock, shares (in shares)	9,785,000	9,612,000

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Revenues
Revenues	$ 380,052	$ 291,281	$ 409,707
Sandwich shop operating expenses, excluding depreciation
Labor and related expenses	127,099	105,241	128,403
Occupancy expenses	53,821	56,882	58,977
Other operating expenses	59,265	49,054	50,178
Advertising	2,999	1,020	4,111
General and administrative expenses	33,287	33,989	40,720
Depreciation expense	15,909	19,830	22,103
Pre-opening costs	0	229	35
Impairment, loss on disposal of property and equipment and shop closures	5,125	12,346	6,050
Restructuring costs	0	1,668	0
Total expenses	402,540	362,413	418,903
Loss from operations	(22,488)	(71,132)	(9,196)
Interest expense	963	1,076	199
Total	(23,451)	(72,208)	(9,395)
Income Tax Expense (Benefit)	172	(6,536)	14,190
Net loss	(23,623)	(65,672)	(23,585)
Net income (loss) attributable to non-controlling interest	161	(281)	407
Net loss attributable to Potbelly Corporation	$ (23,784)	$ (65,391)	$ (23,992)
Net loss per common share attributable to common stockholders:
Basic (in usd per share)	$ (0.86)	$ (2.74)	$ (1.01)
Diluted (in usd per share)	$ (0.86)	$ (2.74)	$ (1.01)
Weighted average shares outstanding:
Basic (in shares)	27,640,000	23,899,000	23,850,000
Diluted (in shares)	27,640,000	23,899,000	23,850,000
Product
Revenues
Revenues	$ 377,283	$ 289,337	$ 406,688
Sandwich shop operating expenses, excluding depreciation
Food, beverage and packaging costs	105,035	82,154	108,326
Franchise Royalties And Fees
Revenues
Revenues	$ 2,769	$ 1,944	$ 3,019

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment Revision of Prior Period, Adjustment	Common Stock	Treasury Stock	Warrants	Additional Paid-In- Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment Revision of Prior Period, Adjustment	Non- Controlling Interest
Cumulative impact of accounting standards update	$ 95,533		$ 330	$ (108,372)	$ 0	$ 432,771	$ (229,558)		$ 362
Cumulative impact of accounting standards update \| ASU 2016-02 (Topic 842)		$ (531)						$ (531)
Beginning balance at Dec. 30, 2018	95,533		$ 330	(108,372)	0	432,771	(229,558)		362
Beginning balance (ASU 2016-02 (Topic 842)) at Dec. 30, 2018		(531)						(531)
Balance, beginning period (in shares) at Dec. 30, 2018			24,143,000
Net income (loss)	(23,585)						(23,992)		407
Stock-based compensation plans	82		$ 1	(91)		172
Stock-based compensation plans (in shares)			143,000
Shares issued for proxy-related expenses	(4,217)			(4,217)
Repurchases of common stock (in shares)			648,000
Distributions to non-controlling interest	(523)								(523)
Contributions from non-controlling interest	75								75
Stock-based compensation expense	2,335					2,335
Ending balance at Dec. 29, 2019	69,169		$ 331	(112,680)	0	435,278	(254,081)		321
Ending balance (ASU 2016-13 (Topic 326)) at Dec. 29, 2019		(5)						(5)
Balance, ending period (in shares) at Dec. 29, 2019			23,638,000
Cumulative impact of accounting standards update	69,169		$ 331	(112,680)	0	435,278	(254,081)		321
Cumulative impact of accounting standards update \| ASU 2016-13 (Topic 326)		$ (5)						$ (5)
Net income (loss)	(65,672)						(65,391)		(281)
Stock-based compensation plans	(586)		$ 7	(586)		(7)
Stock-based compensation plans (in shares)			555,000
Shares issued for proxy-related expenses	389		$ 1			388
Shares issued for proxy-related expenses (in shares)			130,000
Distributions to non-controlling interest	(458)								(458)
Contributions from non-controlling interest	143								143
Stock-based compensation expense	2,515					2,515
Ending balance at Dec. 27, 2020	$ 5,495		$ 339	(113,266)	0	438,174	(319,477)		(275)
Balance, ending period (in shares) at Dec. 27, 2020	24,323,000		24,323,000
Cumulative impact of accounting standards update	$ 5,495		$ 339	(113,266)	0	438,174	(319,477)		(275)
Net income (loss)	(23,623)						(23,784)		161
Stock-based compensation plans	(1,311)		$ 9	(1,311)		(9)
Stock-based compensation plans (in shares)			807,000
Proceeds from exercise of stock options	219					219
Issuances of common shares and warrants, net of fees	14,839		$ 32		2,566	12,241
Issuance of common stock (in shares)			3,250,000
Distributions to non-controlling interest	(189)								(189)
Contributions from non-controlling interest	208								208
Offering costs for "at the market" equity sales agreement	(192)					(192)
Stock-based compensation expense	2,137					2,137
Ending balance at Dec. 26, 2021	$ (2,417)		$ 380	(114,577)	2,566	452,570	(343,261)		(95)
Balance, ending period (in shares) at Dec. 26, 2021	28,380,000		28,380,000
Cumulative impact of accounting standards update	$ (2,417)		$ 380	$ (114,577)	$ 2,566	$ 452,570	$ (343,261)		$ (95)

Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 27, 2020	Dec. 29, 2019
Net income (loss)	$ (65,672)	$ (23,585)
Accumulated Deficit
Net income (loss)	(65,391)	(23,992)
Non- Controlling Interest
Net income (loss)	(281)	407
ASU 2016-02 (Topic 842)
Cumulative impact tax		$ 196
ASU 2016-13 (Topic 326)
Cumulative impact tax	$ 2

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Cash flows from operating activities:
Net income (loss)	$ (23,623)	$ (65,672)	$ (23,585)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	15,909	19,830	22,103
Noncash lease expense	25,856	26,579	27,853
Deferred income tax	18	10	13,808
Stock-based compensation expense	2,137	2,515	2,335
Asset impairment, store closure and disposal of property and equipment	4,572	9,440	1,829
Other operating activities	305	723	55
Changes in operating assets and liabilities:
Accounts receivable, net	(1,677)	(35)	480
Inventories	(502)	484	9
Prepaid expenses and other assets	1,083	617	5,917
Accounts payable	326	3,621	(174)
Operating lease liabilities	(32,932)	(15,895)	(28,565)
Accrued expenses and other liabilities	3,655	6,174	(3,897)
Net cash (used in) provided by operating activities	(4,873)	(11,609)	18,168
Cash flows from investing activities:
Purchases of property and equipment	(9,048)	(10,920)	(14,365)
Net cash used in investing activities	(9,048)	(10,920)	(14,365)
Cash flows from financing activities:
Borrowings under Credit Facility	38,000	61,286	0
Repayments under Credit Facility	(34,436)	(55,000)	0
Proceeds from Paycheck Protection Program loan	0	10,000	0
Payment of debt issuance costs	(195)	(538)	(189)
Proceeds from issuance of common shares and warrants, net of fees	14,839	0	0
Proceeds from exercise of stock options	219	0	173
Proceeds from exercise of stock options	(1,298)	(584)	(91)
Treasury stock repurchase	0	0	(4,217)
Distributions to non-controlling interest	(189)	(458)	(523)
Contributions from non-controlling interest	208	143	75
Net cash provided by (used in) financing activities	17,148	14,849	(4,772)
Net increase (decrease) in cash and cash equivalents	3,227	(7,680)	(969)
Cash and cash equivalents at beginning of period	11,126	18,806	19,775
Cash and cash equivalents at end of period	14,353	11,126	18,806
Supplemental cash flow information:
Income taxes paid	185	206	187
Interest paid	608	896	108
Supplemental non-cash investing and financing activities:
Unpaid liability for purchases of property and equipment	460	801	1,198
Unpaid liability for employee taxes on certain stock-based arrangements	$ 13	$ 0	$ 0

Organization and Other Matters	12 Months Ended
Organization and Other Matters	Dec. 26, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Other Matters	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 and operates 397 company-owned shops in the United States as of December 26, 2021. Additionally, Potbelly franchisees operate over 46 shops domestically. Basis of Presentation Beginning with the first quarter of 2021, advertising expenses are presented separately on the consolidated statements of operation. Prior to the first quarter of 2021, advertising expenses were presented within general and administrative expenses. Prior period amounts have been reclassified to conform to the current presentation. This reclassification 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 consolidated financial statements. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus ("COVID-19") and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. In response to the pandemic, many states and jurisdictions in which we operate 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 resulted in a gradual improvement to our sales during 2021. Nearly all of our shops have reopened their dining rooms and are no longer subject to the 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. The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our operations and financial results for the foreseeable future. There are many uncertainties regarding the current COVID-19 pandemic, and we continue to closely monitor the impact of the pandemic on all aspects of our business, including how it will impact our customers, employees, suppliers, vendors, business partners, and distribution channels. We are unable to predict the impact that COVID-19 will have on our financial position and operating results due to numerous uncertainties, however, we are continually assessing the evolving impact of the COVID-19 pandemic and intend to make adjustments to our responses accordingly.

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 26, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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”); PII’s wholly owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works LLC (“LLC”); seven of LLC’s wholly owned subsidiaries and LLC’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. (b) Reporting Period We use 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 2021, 2020 and 2019 each consisted of 52 weeks. (c) Segment Reporting We own and operate Potbelly Sandwich Shop concepts in the United States. We also have domestic franchise operations of Potbelly Sandwich Shops concepts. Our chief operating decision maker (the “CODM”) is our Chief Executive Officer. As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis, we have 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 We apply 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, we assume the highest and best use of the asset by market participants in which we 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. We apply 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 entity’s estimates of assumptions that market participants would use in pricing the asset or liability. (f) Financial Instruments We record 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 We consider all highly liquid investment instruments with an original maturity of three months or less when purchased to be cash equivalents. We maintain cash in bank deposit accounts that, at times, may exceed federally insured limits; however, we have not experienced any losses in these accounts. We believe 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 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. 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 asset’s 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 impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations. (k) Indefinite-Lived Intangible Assets We review 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 values may not be recoverable. An impaired asset is written down to its estimated fair value based on the most recent information available. We assess the fair values of our intangible assets and the fair value of our reporting unit for goodwill using an income-based approach and market-based approach, respectively. 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. Under the market-based approach, fair value is based on using publicly available market data, including publicly traded stock prices and total shares outstanding. The annual impairment review utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares those estimates 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, we would then use the fair values to measure the amount of any required impairment charge not to exceed the respective carrying amount. No impairment charge was recognized for intangible assets or goodwill 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 we take 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 the consolidated statements of operations. Advertising expenses were $3.0 million, $1.0 million and $4.1 million in fiscal years 2021, 2020 and 2019, 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, we consider 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. We consider 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. We account 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 We account for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. We record stock-based compensation expense, net of forfeitures, 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 Potbelly’s common stock on the date of grant for restricted stock units (“RSUs”). We award performance share units (“PSUs”) to eligible employees; the PSUs are subject to service and performance vesting conditions. The PSUs will vest based on our achievement of certain targets specified in the awards which may include adjusted EBITDA, same-store sales, or stock price targets. Potbelly defines adjusted EBITDA as net income before depreciation and amortization, interest expense and provision for income taxes, adjusted for the following items that we do 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, and pre-opening expenses as well as other one-time, non-recurring charges, such as CEO transition costs. Refer to Note 11 and Note 13 for more details regarding our Equity Plans. (p) 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. (q) Revenue Recognition 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 platforms, 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 royalty fees 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. 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. 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. 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. (r) Impairment of Long-Lived Assets We assess potential impairments of our long-lived assets, which include 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 in the impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations. 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. Upon transition of adoption to ASC 842, we 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. We recorded impairment charges of $2.8 million, $10.3 million, and $2.6 million for the fiscal years 2021, 2020, and 2019, respectively, which is included in impairment, loss on disposal of property and equipment and shop closures 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, we 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. On December 30, 2019, we adopted Accounting Standard Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). This pronouncement 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. We recorded a net reduction of $5 thousand to opening accumulated deficit as of December 30, 2019, due to the cumulative impact of adopting Topic 326. On December 28, 2020, we adopted Accounting Standard Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). This pronouncement simplifies the accounting for certain financial instruments with liability and equity characteristics, including convertible instruments and contracts on an entity’s own equity. It removes certain criteria that previously had to be satisfied in order to classify a contract as equity and revises the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding a company’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other. There was no impact to our financial statements or loss per share presentation in the period of adoption due to the impact of adopting this pronouncement.

Revenue

12 Months Ended

Dec. 26, 2021

Revenue from Contract with Customer [Abstract]

Revenue

For the fiscal year ended December 26, 2021, revenue recognized from all revenue sources on point in time sales was $379.3 million, and revenue recognized from sales over time was $0.8 million. For the fiscal year ended December 27, 2020, revenue recognized from all revenue sources on point in time sales was $290.7 million, and revenue recognized from sales over time was $0.6 million.

We recognized gift card breakage income of $0.2 million, $0.2 million and $0.2 million for the fiscal years ended 2021, 2020 and 2019, respectively, which is recorded within net sandwich shop sales in the consolidated statements of operations.

Contract Liabilities

As described in Note 2, 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 (Thousands)		Noncurrent Contract Liability (Thousands)
Beginning balance as of December 27, 2020	$	3,138	$	1,707
Ending balance as of December 26, 2021	6,533		1,428
Increase (decrease) in contract liability	$	3,395	$	(279)

The aggregate value of remaining performance obligations on outstanding contracts was $8.0 million as of December 26, 2021. The overall increase in the liability during the 52 weeks ended December 26, 2021 was a result of purchases of new gift cards and an increase in the loyalty programs liability, partially offset by gift card redemptions. We

expect to recognize revenue related to contract liabilities as follows (in thousands), which may vary based upon franchise activity, and gift card and loyalty program redemption patterns:


Years Ending	Amount
2022	$	5,543
2023	568
2024	273
2025	355
2026	145
Thereafter	1,077
Total revenue recognized	$	7,961

For the 52 weeks ended December 26, 2021, the amount of revenue recognized related to the December 27, 2020 liability ending balance was $1.1 million. For the 52 weeks ended December 27, 2020, the amount of revenue recognized related to the December 29, 2019 liability ending balance was $1.1 million. This revenue related to the recognition of gift card redemptions and upfront franchise fees. For the years ended December 26, 2021 and December 27, 2020, we did not recognize any revenue from obligations satisfied (or partially satisfied) in prior periods.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Earnings (Loss) Per Share

12 Months Ended

Dec. 26, 2021

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Basic and diluted loss per common share attributable to common stockholders are calculated using the weighted average number of common shares outstanding for the period. Diluted 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 fiscal years 2021, 2020 and 2019, we had a loss per share, therefore, potentially dilutive shares were excluded from the calculation.

The following table summarizes the earnings (loss) per share calculation (in thousands):


	Fiscal Year
	2021		2020		2019
Net loss attributable to Potbelly Corporation	$	(23,784)	$	(65,391)	$	(23,992)
Weighted average common shares outstanding-basic	27,640		23,899		23,850
Plus: Effect of potentially dilutive shares	—		—		—
Weighted average common shares outstanding-diluted	27,640		23,899		23,850
Loss per share available to common stockholders-basic	$	(0.86)	$	(2.74)	$	(1.01)
Loss per share available to common stockholders-diluted	$	(0.86)	$	(2.74)	$	(1.01)
Potentially dilutive shares that are considered anti-dilutive:
Shares	1,951		2,754		2,334

Property and Equipment

12 Months Ended

Dec. 26, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	December 26, 2021		December 27, 2020
Leasehold improvements	$	152,510	$	158,797
Machinery and equipment	46,830		46,653
Furniture and fixtures	33,060		33,194
Computer equipment and software	37,267		36,225
Construction in progress	392		863
	270,059		275,732
Less: Accumulated depreciation	(220,254)		(214,539)
	$	49,805	$	61,193

We recognized $2.4 million, $0.5 million and $0.4 million in 2021, 2020, and 2019, respectively, of losses on disposal of property and equipment in impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations, primarily related to closures of company-owned shops.

During the first quarter of 2021, we amended the lease for our corporate Support Center office in Chicago to relocate to a different office space within the same building. As a result of the relocation, the leasehold improvements of the original office space were disposed, resulting in a loss on disposal of $2.5 million, in impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations, based on the remaining net book value of those assets.

Accrued Expenses

12 Months Ended

Dec. 26, 2021

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 26, 2021		December 27, 2020
Accrued labor and related expenses	$	13,408	$	7,313
Gift card liability	3,956		1,868
Deferred revenue	2,785		1,491
Accrued occupancy and utilities	2,347		3,696
Accrued sales and use tax	2,220		1,477
Accrued liability insurance	1,817		1,422
Accrued restructuring	122		1,489
Other accrued expenses	4,204		3,681
Total	$	30,859	$	22,437

We incur expenses associated with exit activity for certain signed lease agreements, which are recognized in impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations. Accrued contract termination costs consisted of the following (in thousands):


	December 26, 2021		December 27, 2020
Accrued contract termination costs—beginning balance	$	—	$	—
Contract termination costs incurred	430		3,231
Contract termination costs settled and paid	(430)		(3,231)
Accrued contract termination costs—ending balance	$	—	$	—

Income Taxes

12 Months Ended

Dec. 26, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income (loss) before income taxes for our domestic and foreign operations was as follows (in thousands):


	Fiscal Year
	2021		2020		2019
Domestic operations	$	(23,451)	$	(72,208)	$	(9,790)
Foreign operations	—		—		395
Total	$	(23,451)	$	(72,208)	$	(9,395)

Income tax expense (benefit) consisted of the following (in thousands):


	Fiscal Year
	2021		2020		2019
Federal:
Current	$	—	$	(6,739)	$	159
Deferred	(150)		13		9,379
	(150)		(6,726)		9,538
State and Local:
Current	161		185		227
Deferred	161		5		4,425
	322		190		4,652
Foreign:
Current	—		—		—
	—		—		—
Income tax expense (benefit)	$	172	$	(6,536)	$	14,190

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):


	Fiscal Year
	2021		2020		2019
U.S. federal statutory tax	21.0%		21.0%		21.0%
Computed “expected” tax benefit	$	(4,959)	$	(15,164)	$	(1,973)
Increase (reduction) resulting from:
Valuation allowance	5,456		14,265		16,116
Rate change impact of net operating loss carryback	—		(2,592)		—
Minority interest	34		74		(107)
Permanent differences	1,004		99		425
State and local income taxes, net of federal income tax effect	(730)		(3,338)		(361)
FICA and other tax credits	(592)		(248)		(504)
Equity compensation	(237)		477		577
Other	—		(109)		(106)
Tax rate change	196		—		123
Income tax expense (benefit)	$	172	$	(6,536)	$	14,190

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 26, 2021		December 27, 2020
Deferred tax assets:
Net operating loss carryforwards	$	19,454	$	14,364
Accrued liabilities	2,188		2,152
Deferred revenue	875		573
Stock-based compensation	1,304		1,993
Property and equipment	4,398		3,505
Operating lease liabilities	51,105		59,230
Tax credits and other carryforwards	2,840		2,319
Gross deferred tax assets	82,164		84,136
Valuation allowance	(34,929)		(30,381)
Net deferred tax assets	47,235		53,755
Deferred tax liabilities:
Prepaids	(264)		(285)
Right-of-use asset for operating leases	(44,973)		(51,637)
Intangible assets	(1,319)		(1,249)
Smallwares	(474)		(482)
Other	(463)		(348)
Total deferred tax liabilities	(47,493)		(54,001)
Net deferred tax liabilities	$	(258)	$	(246)

We recorded deferred tax assets related to federal and state income tax net operating loss (“NOL”) carryforwards of approximately $19.5 million and $14.3 million for the years ended December 26, 2021 and December 27, 2020, respectively. The federal NOL, and a portion of the state NOLs, can be carried forward indefinitely, although certain jurisdictions, including federal and numerous states, limit NOL carryforwards to a percentage of current year taxable income.

We 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, we considered 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 its 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 continued to maintain a valuation allowance against all of its deferred tax assets as of December 26, 2021. We did not provide for an income tax benefit on its pre-tax loss for the years ended December 26, 2021 and December 27, 2020. We assess the likelihood of the realization of its deferred tax assets each quarter and the valuation allowance is adjusted accordingly. As of December 26, 2021 and December 27, 2020, we have a valuation allowance related to our deferred tax assets of $34.9 million and $30.4 million, respectively.

On March 27, 2020, the CARES Act was enacted into law. The CARES Act is a tax and spending package intended to provide economic relief to address the impact of the COVID-19 pandemic. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain NOLs and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior tax years, accelerate refunds of previously generated corporate AMT credits, loosen the business interest limitation under section 163(j), and fix the qualified improvement property regulations in the 2017 Tax Cuts and Jobs Act. As a result of the CARES Act, we were able to obtain a tax refund of $6.7 million from the carryback of NOLs and a refund of prior AMT credits. We received the entire amount of the refund during the fiscal year 2020. We recognized an income tax benefit of $6.7 million during fiscal year 2020 due to the impact of the CARES Act and the finalization of our 2020 federal tax return.

In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 26, 2021 and December 27, 2020, we had no interest or penalties accrued. As of December 26, 2021 and December 27, 2020, we had no uncertain tax positions.The tax years prior to 2016 are generally closed for examination by the United States Internal Revenue Service ("IRS"). 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. Our 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 2020 tax years.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Leases

12 Months Ended

Dec. 26, 2021

Leases [Abstract]

Leases

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 lease amendments with our respective landlords at 335 of our shops through December 26, 2021. The vast majority of these lease amendments were completed during fiscal year 2020, and we are fully complete with COVID-19-related lease amendments as of December 26, 2021.

The gains recognized upon lease terminations are recorded in impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations. The right-of use assets, liabilities and gains recognized upon termination of lease contracts were as follows:


	Fiscal Year 2021		Fiscal Year 2020
Leases terminated	3		28
Lease termination fees	$	177	$	2,832
Right-of-use assets derecognized upon lease termination	1,433		14,774
Lease liabilities derecognized upon lease termination	1,555		16,103
Gain recognized upon lease termination	$	122	$	1,329

Operating lease term and discount rate were as follows:


	December 26, 2021	December 27, 2020
Weighted average remaining lease term (years)	7.22	7.82
Weighted average discount rate	8.00%	7.88%

Certain of the 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 (in thousands):


	Classification	Fiscal Year 2021		Fiscal Year 2020
Operating lease cost	Occupancy and general and administrative expenses	$	41,091	$	45,350
Variable lease cost	Occupancy and general and administrative expenses	12,715		11,885
Total lease cost		$	53,806	$	57,235

Supplemental disclosures of cash flow information relating to leases is as follows (in thousands):


	Fiscal Year 2021		Fiscal Year 2020
Operating cash flows rent paid for operating lease liabilities	$	48,099	$	35,168
Operating right-of-use assets obtained in exchange for new operating lease liabilities	10,371		20,369
Reduction in operating right-of-use assets due to lease terminations and modifications	$	6,075	$	14,774

Maturities of lease liabilities were as follows at December 26, 2021 (in thousands):


	Operating Leases
2022	$	42,740
2023	38,104
2024	35,457
2025	32,583
2026	28,767
Thereafter	83,277
Total lease payments	260,928
Less: imputed interest	(66,089)
Present value of lease liabilities	$	194,839

Debt and Credit Facilities

12 Months Ended

Dec. 26, 2021

Debt Disclosure [Abstract]

Debt and Credit Facilities

The components of long-term debt were as follows:


	December 26, 2021		December 27, 2020
Revolving Credit Facility	$	9,850	$	6,286
Paycheck Protection Program loan	10,000		10,000
Less: current portion of long-term debt	(2,333)		(333)
Total long-term debt	$	17,517	$	15,953

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 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 provided, 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 our option at either (i) a eurocurrency rate determined by reference to the applicable LIBOR rate plus a specified margin or (ii) a prime rate as announced by JP Morgan plus a specified margin. The applicable margin was determined based upon our consolidated total leverage ratio. On the last day of each calendar quarter, we were 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 was no limit on the “restricted payments” (primarily distributions and equity repurchases) that we may make, provided that proceeds of the loans under the Credit Agreement may not be used for purposes of making restricted payments.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 27, 2020, during 2020, we drew on the credit facility to increase our cash position and preserve financial flexibility in light of the uncertainty resulting from the COVID-19 pandemic, and we amended the Credit Agreement throughout fiscal year 2020.

We entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement on February 26, 2021. As a result of the Amendment (i) the maturity date was extended from March 31, 2022 to January 31, 2023, (ii) the revolving credit commitment decreased from $40 million to $25 million, (iii) the interest rate margin with respect to any Commercial Bank Floating Rate Loan increased to 2.75%, (iv) the interest rate margin with respect to any Eurodollar Loan increased to 5.00%, (v) the definition of EBITDA was amended to exclude non-cash charges/gains in connection with certain equity interests of the Company, (vi) certain borrowing conditions relating to our Consolidated Cash Balance were instituted, (vii) we are permitted to repurchase/redeem its equity interests under certain conditions and (viii) the minimum monthly EBITDA and Liquidity thresholds we must maintain were revised.

As of December 26, 2021, we had $9.9 million outstanding under the Credit Agreement. As of December 27, 2020, we had $6.3 million outstanding under the Credit Agreement. We are currently in compliance with all financial debt covenants.

On January 28, 2022, we entered into Amendment No. 6 (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment, among other things, (i) extends the maturity date under the Credit Agreement from January 31, 2023 to May 31, 2023, (ii) changes 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) increases 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) amends certain financial covenant testing levels, and (vi) amends the definition of subsidiary to exclude the Potbelly Employee Relief Fund NFP, an Illinois not-for-profit corporation.

Paycheck Protection Program Loan

On August 10, 2020, PSW, an indirect subsidiary of ours, 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 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 have used all of the PPP proceeds toward qualifying expenses and are pursuing forgiveness of the full Loan amount, but we are not able to determine the likelihood or the amount of forgiveness that will be obtained. If the Loan is ultimately not forgiven, we will be required to repay the Loan over 5 years at a 1% interest rate.

We have recorded the amount of the Loan as long-term debt (current and non-current) in our consolidated balance sheet as of December 26, 2021 and related interest has been recorded to interest expense on our consolidated statement of operations for the year ended December 26, 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Restructuring

12 Months Ended

Dec. 26, 2021

Restructuring and Related Activities [Abstract]

Restructuring

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. 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. The restructuring charges recognized in the fourth quarter of 2020 consist primarily of one-time termination benefits to employees. 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. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.

The accrued restructuring balances as of December 26, 2021 represent expected future cash payments required to satisfy our remaining obligations, which are expected to be paid throughout 2022.


	Total (Thousands)
Balance as of December 27, 2020	$	1,489
Charges incurred	—
Payments made	(1,367)
Balance as of December 26, 2021	$	122

Capital Stock	12 Months Ended
Capital Stock	Dec. 26, 2021
Equity [Abstract]
Capital Stock	Capital Stock As of December 26, 2021 and December 27, 2020, we 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 26, 2021, we had issued and outstanding 38,164 thousand and 28,380 thousand shares of common stock, respectively. As of December 27, 2020, we had issued and outstanding 33,935 thousand and 24,323 thousand shares of common stock, respectively. Common Stock On May 8, 2018, we 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 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. We did not repurchase any shares of our common stock during 2021. In light of the COVID-19 pandemic, we do not have plans to repurchase any common stock under its stock repurchase program at this time. As of December 26, 2021, 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. 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. On November 3, 2021, we entered into a certain Equity Sales Agreement (the “Sales Agreement”) with William Blair & Company, L.L.C., as agent (“William Blair”) pursuant to which we may sell shares of our common stock having an aggregate offering price of up to $40.0 million (the “Shares”), from time to time, in our sole discretion, through an “at the market” equity offering program under which William Blair will act as sales agent. As of March 3, 2022, we have not sold any shares under the sales agreement.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 26, 2021
Postemployment Benefits [Abstract]
Employee Benefit Plan	Employee Benefit PlanWe sponsor a 401(k) profit sharing plan for all employees who are eligible based upon age and length of service. We made matching contributions of $0.3 million, $0.2 million, and $0.5 million for fiscal years 2021, 2020 and 2019, respectively, which are recorded in labor and related expenses and general and administrative expenses in the consolidated statement of operations.

Stock-Based Compensation

12 Months Ended

Dec. 26, 2021

Share-based Payment Arrangement [Abstract]

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 our 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, our 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, we registered 1,200 thousand shares of our 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. On June 24, 2020 the 2019 Plan was amended and restated effective to increase the number of shares of common stock authorized for issuance by 900 thousand shares, for a total of 2,100 thousand shares. As of December 26, 2021, there have been 3,687 thousand shares of restricted stock units and performance stock units granted under the 2019 Plan. As of December 26, 2021, there are 1,568 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 our Board of Directors. The options granted are generally exercisable within a 10-year period from the date of grant. We award 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 26, 2021 is $8.16 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	Shares (Thousands)	Weighted Average Exercise Price		Aggregate Intrinsic Value (Thousands)		Weighted Average Remaining Term (Years)
Outstanding—December 30, 2018	2,150	$	11.49	$	378	5.13
Granted	—	—
Exercised	(22)	7.93
Canceled	(354)	12.45
Outstanding—December 29, 2019	1,774	$	11.34	$	—	4.33
Granted	—	—
Exercised	—	—
Canceled	(541)	12.84
Outstanding—December 27, 2020	1,233	$	10.68	$	—	2.49
Granted	—	—
Exercised	(31)	7.24
Canceled	(664)	9.75
Outstanding—December 26, 2021	538	$	12.03	$	—	2.35
Exercisable—December 26, 2021	534	$	12.02	$	—	2.32

There were no stock option grants in 2021, 2020, or 2019.

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 27, 2020 and December 29, 2019, we recognized stock-based compensation expense related to stock options of $0.1 million and $0.8 million, respectively. For the year ended December 26, 2021, we recognized stock-based compensation expense related to stock options of less than $0.1 million. As of December 26, 2021, unrecognized stock-based compensation expense related

to stock options was less than $0.1 million, which will be recognized through fiscal year 2022.We record stock-based compensation expense within general and administrative expenses in the 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 have 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 30, 2018	247	$	11.99
Granted	402	6.47
Vested	(135)	11.94
Canceled	(51)	8.48
Non-vested as of December 29, 2019	463	$	7.59
Granted	1,604	2.79
Vested	(231)	2.87
Canceled	(842)	3.65
Non-vested as of December 27, 2020	994	$	3.35
Granted	649	6.16
Vested	(479)	7.05
Canceled	(13)	3.50
Non-vested as of December 26, 2021	1,151	$	4.87

For the years ended December 26, 2021, December 27, 2020 and December 29, 2019, we recognized stock-based compensation expense related to RSUs of $1.6 million , $1.5 million and $1.5 million, respectively. As of December 26, 2021, unrecognized stock-based compensation expense for RSUs was $4.2 million , which will be recognized though fiscal year 2024.

Performance stock units

We award performance share units (“PSUs”) to certain 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 years ended December 26, 2021 and December 27, 2020, we recognized stock-based compensation expense related to PSUs with market vesting conditions of $0.5 million and $0.9 million, respectively. For the year ended December 29, 2019, we did not recognize stock-based compensation expense related to PSUs with market vesting conditions.

A summary of activity for PSUs with market vesting conditions is as follows:


PSUs	Number of PSUs (Thousands)	Weighted Average Fair Value per Share
Non-vested as of December 27, 2020	502	$	1.38
Granted	130	8.43
Vested	(502)	6.76
Canceled	—	0.00
Non-vested as of December 26, 2021	130	$	8.43

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 26, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 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 our supplier 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.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 26, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsIn connection with our sale of common stock and warrants to purchase common stock in February 2021 in a private placement, certain of our stockholders that owned greater than 5% of our outstanding shares prior to the closing of the private placement purchased shares of common stock and warrants to purchase common stock on the same terms as the other shares and warrants that were offered and sold in the offering. The purchasers included the following stockholders, none of which owned more than 8.5% of our outstanding common stock prior to the closing of the private placement: 201,514 shares of common stock and warrants to purchase 80,605 shares of common stock were purchased by 180 Degree Capital Corp., for an aggregate purchase price of approximately $1.0 million and 164,875 shares of common stock and warrants to purchase 65,950 shares of common stock were purchased by B&W Pension Trust (of which 180 Degree Capital Corp. is the investment advisor and may be deemed to be a beneficial owner of such shares), for an aggregate purchase price of approximately $0.8 million; 223,904 shares of common stock and warrants to purchase 89,561 shares of common stock were purchased by Agman Investments LLC, for an aggregate purchase price of approximately $1.1 million; 366,389 shares of common stock and warrants to purchase 146,555 shares of common stock were purchased by funds controlled by Ancora Holdings Inc., for an aggregate purchase price of approximately $1.8 million; 193,372 shares of common stock and warrants to purchase 77,348 shares of common stock were purchased by Chain of Lakes Investment Fund, LLC, for an aggregate purchase price of approximately $0.9 million; and 407,099 shares of common stock were purchased by Intrinsic Investment Holdings, LLC, for an aggregate purchase price of approximately $2.0 million.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 26, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Credit Facility On January 28, 2022, we entered into Amendment No. 6 (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment, among other things, (i) extends the maturity date under the Credit Agreement from January 31, 2023 to May 31, 2023, (ii) changes 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) increases 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) amends certain financial covenant testing levels, and (vi) amends the definition of subsidiary to exclude the Potbelly Employee Relief Fund NFP, an Illinois not-for-profit corporation.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 26, 2021
Accounting Policies [Abstract]
Business	Business Potbelly Corporation, a Delaware corporation, together with its subsidiaries (collectively referred to as “the Company,” “Potbelly,” “we,” “us”, or “our”), owns and operates 397 company-owned shops in the United States as of December 26, 2021. Additionally, Potbelly franchisees operate over 46 shops domestically.
Basis of Presentation	Basis of PresentationBeginning with the first quarter of 2021, advertising expenses are presented separately on the consolidated statements of operation. Prior to the first quarter of 2021, advertising expenses were presented within general and administrative expenses. Prior period amounts have been reclassified to conform to the current presentation. This reclassification 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 consolidated financial statements.
COVID-19	COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus ("COVID-19") and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. In response to the pandemic, many states and jurisdictions in which we operate 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 resulted in a gradual improvement to our sales during 2021. Nearly all of our shops have reopened their dining rooms and are no longer subject to the 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. The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our operations and financial results for the foreseeable future. There are many uncertainties regarding the current COVID-19 pandemic, and we continue to closely monitor the impact of the pandemic on all aspects of our business, including how it will impact our customers, employees, suppliers, vendors, business partners, and distribution channels. We are unable to predict the impact that COVID-19 will have on our financial position and operating results due to numerous uncertainties, however, we are continually assessing the evolving impact of the COVID-19 pandemic and intend to make adjustments to our responses accordingly.
Principles of Consolidation	(a) Principles of Consolidation The consolidated financial statements include the accounts of Potbelly Corporation; its wholly owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s wholly owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works LLC (“LLC”); seven of LLC’s wholly owned subsidiaries and LLC’s 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.
Reporting Period	(b) Reporting PeriodWe use 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 2021, 2020 and 2019 each consisted of 52 weeks.
Segment Reporting	(c) Segment Reporting We own and operate Potbelly Sandwich Shop concepts in the United States. We also have domestic franchise operations of Potbelly Sandwich Shops concepts. Our chief operating decision maker (the “CODM”) is our Chief Executive Officer. As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis, we have one operating segment and one reportable segment.
Use of Estimates	(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.
Fair Value Measurements	(e) Fair Value Measurements We apply 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, we assume the highest and best use of the asset by market participants in which we 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. We apply 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 entity’s estimates of assumptions that market participants would use in pricing the asset or liability.
Financial Instruments	(f) Financial Instruments We record 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.
Cash and Cash Equivalents	(g) Cash and Cash Equivalents We consider all highly liquid investment instruments with an original maturity of three months or less when purchased to be cash equivalents. We maintain cash in bank deposit accounts that, at times, may exceed federally insured limits; however, we have not experienced any losses in these accounts. We believe it is not exposed to any significant credit risk. These are valued within the fair value hierarchy as Level 1 measurements.
Accounts Receivable, net	(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.
Inventories	(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.
Property and Equipment	(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 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. 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 asset’s 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 impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations.
Indefinite-Lived Intangible Assets	(k) Indefinite-Lived Intangible AssetsWe review 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 values may not be recoverable. An impaired asset is written down to its estimated fair value based on the most recent information available. We assess the fair values of our intangible assets and the fair value of our reporting unit for goodwill using an income-based approach and market-based approach, respectively. 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. Under the market-based approach, fair value is based on using publicly available market data, including publicly traded stock prices and total shares outstanding. The annual impairment review utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares those estimates 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, we would then use the fair values to measure the amount of any required impairment charge not to exceed the respective carrying amount. No impairment charge was recognized for intangible assets or goodwill for any of the fiscal periods presented.
Pre-opening Costs	(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 we take site possession to shop opening. Shop pre-opening costs are expensed as incurred.
Advertising Expenses	(m) Advertising Expenses Advertising costs are expensed as incurred and are included in the consolidated statements of operations. Advertising expenses were $3.0 million, $1.0 million and $4.1 million in fiscal years 2021, 2020 and 2019, respectively.
Income Taxes	(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, we consider 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. We consider 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. We account 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.
Stock-Based Compensation	(o) Stock-Based Compensation We account for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. We record stock-based compensation expense, net of forfeitures, 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 Potbelly’s common stock on the date of grant for restricted stock units (“RSUs”). We award performance share units (“PSUs”) to eligible employees; the PSUs are subject to service and performance vesting conditions. The PSUs will vest based on our achievement of certain targets specified in the awards which may include adjusted EBITDA, same-store sales, or stock price targets. Potbelly defines adjusted EBITDA as net income before depreciation and amortization, interest expense and provision for income taxes, adjusted for the following items that we do 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, and pre-opening expenses as well as other one-time, non-recurring charges, such as CEO transition costs. Refer to Note 11 and Note 13 for more details regarding our Equity Plans.
Leases	(p) 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.
Revenue Recognition	(q) Revenue Recognition 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 platforms, 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 royalty fees 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. 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. 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. 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.
Impairment of Long-Lived Assets	(r) Impairment of Long-Lived Assets We assess potential impairments of our long-lived assets, which include 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 in the impairment, loss on disposal of property and equipment and shop closures in the consolidated statement of operations. 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. Upon transition of adoption to ASC 842, we 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. We recorded impairment charges of $2.8 million, $10.3 million, and $2.6 million for the fiscal years 2021, 2020, and 2019, respectively, which is included in impairment, loss on disposal of property and equipment and shop closures 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.
Recent Accounting Pronouncements	(s) Recent Accounting Pronouncements On December 31, 2018, we 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. On December 30, 2019, we adopted Accounting Standard Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). This pronouncement 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. We recorded a net reduction of $5 thousand to opening accumulated deficit as of December 30, 2019, due to the cumulative impact of adopting Topic 326. On December 28, 2020, we adopted Accounting Standard Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). This pronouncement simplifies the accounting for certain financial instruments with liability and equity characteristics, including convertible instruments and contracts on an entity’s own equity. It removes certain criteria that previously had to be satisfied in order to classify a contract as equity and revises the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding a company’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other. There was no impact to our financial statements or loss per share presentation in the period of adoption due to the impact of adopting this pronouncement.

Revenue (Tables)

12 Months Ended

Dec. 26, 2021

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 (Thousands)		Noncurrent Contract Liability (Thousands)
Beginning balance as of December 27, 2020	$	3,138	$	1,707
Ending balance as of December 26, 2021	6,533		1,428
Increase (decrease) in contract liability	$	3,395	$	(279)

Summary of Expected Revenue Recognition Related to Contract Liabilities

expect to recognize revenue related to contract liabilities as follows (in thousands), which may vary based upon franchise activity, and gift card and loyalty program redemption patterns:


Years Ending	Amount
2022	$	5,543
2023	568
2024	273
2025	355
2026	145
Thereafter	1,077
Total revenue recognized	$	7,961

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 26, 2021

Earnings Per Share [Abstract]

Summary of Earnings (Loss) Per Share Calculation

The following table summarizes the earnings (loss) per share calculation (in thousands):


	Fiscal Year
	2021		2020		2019
Net loss attributable to Potbelly Corporation	$	(23,784)	$	(65,391)	$	(23,992)
Weighted average common shares outstanding-basic	27,640		23,899		23,850
Plus: Effect of potentially dilutive shares	—		—		—
Weighted average common shares outstanding-diluted	27,640		23,899		23,850
Loss per share available to common stockholders-basic	$	(0.86)	$	(2.74)	$	(1.01)
Loss per share available to common stockholders-diluted	$	(0.86)	$	(2.74)	$	(1.01)
Potentially dilutive shares that are considered anti-dilutive:
Shares	1,951		2,754		2,334

Property and Equipment (Tables)

12 Months Ended

Dec. 26, 2021

Property, Plant and Equipment [Abstract]

Components of Property and Equipment, Net

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


	December 26, 2021		December 27, 2020
Leasehold improvements	$	152,510	$	158,797
Machinery and equipment	46,830		46,653
Furniture and fixtures	33,060		33,194
Computer equipment and software	37,267		36,225
Construction in progress	392		863
	270,059		275,732
Less: Accumulated depreciation	(220,254)		(214,539)
	$	49,805	$	61,193

Accrued Expenses (Tables)

12 Months Ended

Dec. 26, 2021

Accrued Liabilities, Current [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 26, 2021		December 27, 2020
Accrued labor and related expenses	$	13,408	$	7,313
Gift card liability	3,956		1,868
Deferred revenue	2,785		1,491
Accrued occupancy and utilities	2,347		3,696
Accrued sales and use tax	2,220		1,477
Accrued liability insurance	1,817		1,422
Accrued restructuring	122		1,489
Other accrued expenses	4,204		3,681
Total	$	30,859	$	22,437


	December 26, 2021		December 27, 2020
Accrued contract termination costs—beginning balance	$	—	$	—
Contract termination costs incurred	430		3,231
Contract termination costs settled and paid	(430)		(3,231)
Accrued contract termination costs—ending balance	$	—	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 26, 2021

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) Before Income Taxes

Income (loss) before income taxes for our domestic and foreign operations was as follows (in thousands):


	Fiscal Year
	2021		2020		2019
Domestic operations	$	(23,451)	$	(72,208)	$	(9,790)
Foreign operations	—		—		395
Total	$	(23,451)	$	(72,208)	$	(9,395)

Components of Income Tax Expense (Benefit)

Income tax expense (benefit) consisted of the following (in thousands):


	Fiscal Year
	2021		2020		2019
Federal:
Current	$	—	$	(6,739)	$	159
Deferred	(150)		13		9,379
	(150)		(6,726)		9,538
State and Local:
Current	161		185		227
Deferred	161		5		4,425
	322		190		4,652
Foreign:
Current	—		—		—
	—		—		—
Income tax expense (benefit)	$	172	$	(6,536)	$	14,190

Reconciliation of Differences Between Federal Statutory and Effective Income (Loss) Tax Rate

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):


	Fiscal Year
	2021		2020		2019
U.S. federal statutory tax	21.0%		21.0%		21.0%
Computed “expected” tax benefit	$	(4,959)	$	(15,164)	$	(1,973)
Increase (reduction) resulting from:
Valuation allowance	5,456		14,265		16,116
Rate change impact of net operating loss carryback	—		(2,592)		—
Minority interest	34		74		(107)
Permanent differences	1,004		99		425
State and local income taxes, net of federal income tax effect	(730)		(3,338)		(361)
FICA and other tax credits	(592)		(248)		(504)
Equity compensation	(237)		477		577
Other	—		(109)		(106)
Tax rate change	196		—		123
Income tax expense (benefit)	$	172	$	(6,536)	$	14,190

Schedule of Deferred Tax Assets and Liabilities


	December 26, 2021		December 27, 2020
Deferred tax assets:
Net operating loss carryforwards	$	19,454	$	14,364
Accrued liabilities	2,188		2,152
Deferred revenue	875		573
Stock-based compensation	1,304		1,993
Property and equipment	4,398		3,505
Operating lease liabilities	51,105		59,230
Tax credits and other carryforwards	2,840		2,319
Gross deferred tax assets	82,164		84,136
Valuation allowance	(34,929)		(30,381)
Net deferred tax assets	47,235		53,755
Deferred tax liabilities:
Prepaids	(264)		(285)
Right-of-use asset for operating leases	(44,973)		(51,637)
Intangible assets	(1,319)		(1,249)
Smallwares	(474)		(482)
Other	(463)		(348)
Total deferred tax liabilities	(47,493)		(54,001)
Net deferred tax liabilities	$	(258)	$	(246)

Leases (Tables)

12 Months Ended

Dec. 26, 2021

Leases [Abstract]

Gains Recognized Upon Termination of Lease Contracts

The right-of use assets, liabilities and gains recognized upon termination of lease contracts were as follows:


	Fiscal Year 2021		Fiscal Year 2020
Leases terminated	3		28
Lease termination fees	$	177	$	2,832
Right-of-use assets derecognized upon lease termination	1,433		14,774
Lease liabilities derecognized upon lease termination	1,555		16,103
Gain recognized upon lease termination	$	122	$	1,329

Operating Lease Term and Discount Rate

Operating lease term and discount rate were as follows:


	December 26, 2021	December 27, 2020
Weighted average remaining lease term (years)	7.22	7.82
Weighted average discount rate	8.00%	7.88%

Components of Lease Cost

The components of lease cost were as follows (in thousands):


	Classification	Fiscal Year 2021		Fiscal Year 2020
Operating lease cost	Occupancy and general and administrative expenses	$	41,091	$	45,350
Variable lease cost	Occupancy and general and administrative expenses	12,715		11,885
Total lease cost		$	53,806	$	57,235

Supplemental Disclosures of Cash Flow Information Related to Leases

Supplemental disclosures of cash flow information relating to leases is as follows (in thousands):


	Fiscal Year 2021		Fiscal Year 2020
Operating cash flows rent paid for operating lease liabilities	$	48,099	$	35,168
Operating right-of-use assets obtained in exchange for new operating lease liabilities	10,371		20,369
Reduction in operating right-of-use assets due to lease terminations and modifications	$	6,075	$	14,774

Maturities of Lease Liabilities

Maturities of lease liabilities were as follows at December 26, 2021 (in thousands):


	Operating Leases
2022	$	42,740
2023	38,104
2024	35,457
2025	32,583
2026	28,767
Thereafter	83,277
Total lease payments	260,928
Less: imputed interest	(66,089)
Present value of lease liabilities	$	194,839

Debt and Credit Facilities (Tables)

12 Months Ended

Dec. 26, 2021

Debt Disclosure [Abstract]

Component of Long-term Debt

The components of long-term debt were as follows:


	December 26, 2021		December 27, 2020
Revolving Credit Facility	$	9,850	$	6,286
Paycheck Protection Program loan	10,000		10,000
Less: current portion of long-term debt	(2,333)		(333)
Total long-term debt	$	17,517	$	15,953

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Restructuring (Tables)

12 Months Ended

Dec. 26, 2021

Restructuring and Related Activities [Abstract]

Schedule Future Cash Payments Required to Satisfy Our Remaining Obligations

The accrued restructuring balances as of December 26, 2021 represent expected future cash payments required to satisfy our remaining obligations, which are expected to be paid throughout 2022.


	Total (Thousands)
Balance as of December 27, 2020	$	1,489
Charges incurred	—
Payments made	(1,367)
Balance as of December 26, 2021	$	122

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 26, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock Options Activity Under Plans and Agreement

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 30, 2018	2,150	$	11.49	$	378	5.13
Granted	—	—
Exercised	(22)	7.93
Canceled	(354)	12.45
Outstanding—December 29, 2019	1,774	$	11.34	$	—	4.33
Granted	—	—
Exercised	—	—
Canceled	(541)	12.84
Outstanding—December 27, 2020	1,233	$	10.68	$	—	2.49
Granted	—	—
Exercised	(31)	7.24
Canceled	(664)	9.75
Outstanding—December 26, 2021	538	$	12.03	$	—	2.35
Exercisable—December 26, 2021	534	$	12.02	$	—	2.32

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 30, 2018	247	$	11.99
Granted	402	6.47
Vested	(135)	11.94
Canceled	(51)	8.48
Non-vested as of December 29, 2019	463	$	7.59
Granted	1,604	2.79
Vested	(231)	2.87
Canceled	(842)	3.65
Non-vested as of December 27, 2020	994	$	3.35
Granted	649	6.16
Vested	(479)	7.05
Canceled	(13)	3.50
Non-vested as of December 26, 2021	1,151	$	4.87

Summary of PSU Activity

A summary of activity for PSUs with market vesting conditions is as follows:


PSUs	Number of PSUs (Thousands)	Weighted Average Fair Value per Share
Non-vested as of December 27, 2020	502	$	1.38
Granted	130	8.43
Vested	(502)	6.76
Canceled	—	0.00
Non-vested as of December 26, 2021	130	$	8.43

Organization and Other Matters - Additional Information (Detail)	Dec. 26, 2021 Shop
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops franchisees operate	46
Minimum
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops Potbelly Corporation owns or operates	397

Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 26, 2021 USD ($) Subsidiary JointVenture Segment	Dec. 27, 2020 USD ($)	Dec. 29, 2019 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of wholly owned subsidiaries \| Subsidiary	7
Number of joint ventures \| JointVenture	6
Number of operating segments \| Segment	1
Number of reportable segments \| Segment	1
Recognized impairment for intangible assets	$ 0	$ 0	$ 0
Advertising	2,999,000	1,020,000	4,111,000
impairment of long lived assets	$ 2,800,000	10,300,000	2,600,000
ASU 2016-02 (Topic 842)
Summary Of Significant Accounting Policies [Line Items]
Operating lease impairment loss		$ 700,000
ASU 2016-13 (Topic 326)
Summary Of Significant Accounting Policies [Line Items]
Reduction in accumulated deficit			$ 5,000
Minimum
Summary Of Significant Accounting Policies [Line Items]
Ownership interest rate	51.00%
Minimum \| Machinery and Equipment
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	3 years
Minimum \| Computer Equipment
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	3 years
Minimum \| Furniture and Fixtures
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	3 years
Minimum \| Leasehold Improvements
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	10 years
Minimum \| Computer Software
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	3 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Ownership interest rate	80.00%
Maximum \| Machinery and Equipment
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	5 years
Maximum \| Computer Equipment
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	5 years
Maximum \| Furniture and Fixtures
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	5 years
Maximum \| Leasehold Improvements
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	15 years
Maximum \| Computer Software
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	5 years

Revenue - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	$ 380,052	$ 291,281	$ 409,707
Revenue recognized related to prior periods	200	200	$ 200
Aggregate value of remaining performance obligation on outstanding contracts	$ 7,961
Minimum \| Furniture and Fixtures
Disaggregation Of Revenue [Line Items]
Property and equipment estimated useful life	3 years
Minimum \| Computer Equipment
Disaggregation Of Revenue [Line Items]
Property and equipment estimated useful life	3 years
Minimum \| Machinery and Equipment
Disaggregation Of Revenue [Line Items]
Property and equipment estimated useful life	3 years
December 30, 2019 Liability Ending Balance
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	$ 1,100	1,100
Point in Time Sales
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	379,300	290,700
Over Time Sales
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	$ 800	$ 600

Revenue - Summary of Current and Noncurrent Contract Liabilities from Contracts with Customers (Detail) $ in Thousands	12 Months Ended
	Dec. 26, 2021 USD ($)
Revenue from Contract with Customer [Abstract]
Beginning balance of current contract liability	$ 3,138
Ending balance of current contract liability	6,533
Increase (decrease) in contract liability	3,395
Beginning balance of noncurrent contract liability	1,707
Ending balance of noncurrent contract liability	1,428
Increase (decrease) in contract liability	$ (279)

Revenue - Summary of Expected Revenue Recognition Related to Contract Liabilities (Detail1) $ in Thousands	Dec. 26, 2021 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 7,961
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	$ 5,543
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
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	$ 568
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	$ 273
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	$ 355
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	$ 145
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	$ 1,077
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Revenue - Summary of Expected Revenue Recognition Related to Contract Liabilities (Detail) $ in Thousands	Dec. 26, 2021 USD ($)
Revenue from Contract with Customer [Abstract]
Aggregate value of remaining performance obligation on outstanding contracts	$ 7,961

Earnings (Loss) Per Share - Additional Information (Detail) - shares	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Earnings (Loss) Per Share [Line Items]
Potential common shares included in diluted shares outstanding (in shares)	1,951,000	2,754,000	2,334,000
Common Share Options
Earnings (Loss) Per Share [Line Items]
Potential common shares included in diluted shares outstanding (in shares)	0

Earnings (Loss) Per Share - Summary of Earnings (Loss) Per Share Calculation (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Earnings Per Share [Abstract]
Net loss attributable to Potbelly Corporation	$ (23,784)	$ (65,391)	$ (23,992)
Basic (in shares)	27,640,000	23,899,000	23,850,000
Weighted average common shares outstanding-diluted (in shares)	27,640,000	23,899,000	23,850,000
Loss per share available to common stockholders-basic (in usd per share)	$ (0.86)	$ (2.74)	$ (1.01)
Loss per share available to common stockholders-diluted (in usd per share)	$ (0.86)	$ (2.74)	$ (1.01)
Potentially dilutive shares that are considered anti-dilutive (in shares)	1,951,000	2,754,000	2,334,000

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Property, Plant and Equipment [Abstract]
Leasehold improvements	$ 152,510	$ 158,797
Machinery and equipment	46,830	46,653
Furniture and fixtures	33,060	33,194
Computer equipment and software	37,267	36,225
Construction in progress	392	863
Property and equipment, gross	270,059	275,732
Less: Accumulated depreciation	(220,254)	(214,539)
Property and equipment, net	$ 49,805	$ 61,193

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 28, 2021	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Property, Plant and Equipment [Line Items]
Losses on disposal of property and equipment		$ 2.4	$ 0.5	$ 0.4
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Gain (Loss) on Disposition of Other Assets	$ 2.5

Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Accrued Liabilities and Other Liabilities [Abstract]
Accrued labor and related expenses	$ 13,408	$ 7,313
Gift card liability	3,956	1,868
Deferred revenue	2,785	1,491
Accrued occupancy and utilities	2,347	3,696
Accrued sales and use tax	2,220	1,477
Accrued liability insurance	1,817	1,422
Accrued restructuring	122	1,489
Other accrued expenses	4,204	3,681
Total	$ 30,859	$ 22,437

Accrued Expenses - Summary of Accrued Contract Termination Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020
Accrued Liabilities and Other Liabilities [Abstract]
Accrued contract termination costs—beginning balance	$ 0	$ 0
Contract termination costs incurred	430	3,231
Contract termination costs settled and paid	(430)	(3,231)
Accrued contract termination costs—ending balance	$ 0	$ 0

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	Mar. 27, 2020	Mar. 31, 2019
Income Tax [Line Items]
Income Tax Expense (Benefit)	$ 172,000	$ (6,536,000)	$ 14,190,000
Net operating loss carryforwards	19,454,000	14,364,000
Deferred tax assets, valuation allowance	34,929,000	30,381,000			$ 13,600,000
Unrecognized tax benefits, income tax penalties and interest accrued	0	0
Uncertain tax positions	0	0
COVID 19
Income Tax [Line Items]
Tax refund from net operating loss carryback				$ 6,700,000
CARES Act Of 2020
Income Tax [Line Items]
Income Tax Expense (Benefit)		6,700,000
Valuation Allowance Tax Credit Carryforward [Member]
Income Tax [Line Items]
Deferred tax assets, valuation allowance	34,900,000	30,400,000
Federal and State Income Tax [Member]
Income Tax [Line Items]
Net operating loss carryforwards	$ 19,500,000	$ 14,300,000

Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Income Tax Disclosure [Abstract]
Domestic operations	$ (23,451)	$ (72,208)	$ (9,790)
Foreign operations	0	0	395
Total	$ (23,451)	$ (72,208)	$ (9,395)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Income Taxes - Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Income Tax Disclosure [Abstract]
Federal, current	$ 0	$ (6,739)	$ 159
Federal, deferred	(150)	13	9,379
Federal, total	(150)	(6,726)	9,538
State and local, current	161	185	227
State and local, deferred	161	5	4,425
State and local, total	322	190	4,652
Foreign, current	0	0	0
Foreign, total	0	0	0
Income tax expense (benefit)	$ 172	$ (6,536)	$ 14,190

Income Taxes - Reconciliation of Differences Between Federal Statutory and Effective Income (Loss) Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Income Tax Disclosure [Abstract]
U.S. federal statutory tax	21.00%	21.00%	21.00%
Computed “expected” tax benefit	$ (4,959)	$ (15,164)	$ (1,973)
Increase (reduction) resulting from:
Valuation allowance	5,456	14,265	16,116
Rate change impact of net operating loss carryback	0	(2,592)	0
Minority interest	34	74	(107)
Permanent differences	1,004	99	425
State and local income taxes, net of federal income tax effect	(730)	(3,338)	(361)
FICA and other tax credits	(592)	(248)	(504)
Equity compensation	(237)	477	577
Other	0	(109)	(106)
Tax rate change	196	0	123
Income tax expense (benefit)	$ 172	$ (6,536)	$ 14,190

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020	Mar. 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$ 19,454	$ 14,364
Accrued liabilities	2,188	2,152
Deferred revenue	875	573
Stock-based compensation	1,304	1,993
Property and equipment	4,398	3,505
Operating lease liabilities	51,105	59,230
Tax credits and other carryforwards	2,840	2,319
Gross deferred tax assets	82,164	84,136
Valuation allowance	(34,929)	(30,381)	$ (13,600)
Net deferred tax assets	47,235	53,755
Deferred tax liabilities:
Prepaids	(264)	(285)
Right-of-use asset for operating leases	(44,973)	(51,637)
Intangible assets	(1,319)	(1,249)
Smallwares	(474)	(482)
Other	(463)	(348)
Total deferred tax liabilities	(47,493)	(54,001)
Net deferred tax liabilities	$ (258)	$ (246)

Leases - Gains Recognized Upon Termination of Lease Contracts (Detail) $ in Thousands	12 Months Ended
	Dec. 26, 2021 USD ($) store Termination	Dec. 27, 2020 USD ($) Termination
Leases [Abstract]
Number of shops with lease amendments \| store	335
Leases terminated \| Termination	3	28
Lease termination fees	$ 177	$ 2,832
Right-of-use assets derecognized upon lease termination	1,433	14,774
Lease liabilities derecognized upon lease termination	1,555	16,103
Gain recognized upon lease termination	$ 122	$ 1,329

Leases - Operating Lease Term and Discount Rate (Detail)	Dec. 26, 2021	Dec. 27, 2020
Leases [Abstract]
Weighted average remaining lease term (years)	7 years 2 months 19 days	7 years 9 months 25 days
Weighted average discount rate	8.00%	7.88%

Leases - Components of Lease Cost (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020
Lessee Lease Description [Line Items]
Total lease cost	$ 53,806	$ 57,235
Occupancy And General And Administrative Expenses [Member]
Lessee Lease Description [Line Items]
Operating lease cost	41,091	45,350
Variable lease cost	$ 12,715	$ 11,885

Leases - Supplemental Disclosures of Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020
Leases [Abstract]
Operating cash flows rent paid for operating lease liabilities	$ 48,099	$ 35,168
Operating right-of-use assets obtained in exchange for new operating lease liabilities	10,371	20,369
Reduction in operating right-of-use assets due to lease terminations and modifications	$ 6,075	$ 14,774

Leases - Maturities of Lease Liabilities (Detail) $ in Thousands	Dec. 26, 2021 USD ($)
Operating Leases
2022	$ 42,740
2023	38,104
2024	35,457
2025	32,583
2026	28,767
Thereafter	83,277
Total lease payments	260,928
Less: imputed interest	(66,089)
Present value of lease liabilities	$ 194,839

Debt and Credit Facilities - Additional Information (Detail) - USD ($)	Jan. 28, 2022	Feb. 26, 2021	Aug. 10, 2020	Aug. 07, 2019	Feb. 25, 2021
JPMorgan Chase Bank, N.A.
Debt Instrument [Line Items]
Commitment fee, percentage				0.20%
Revolving Credit Facility \| JPMorgan Chase Bank, N.A.
Debt Instrument [Line Items]
Credit facility agreement, maximum principal amount				$ 40,000,000
Revolving Credit Facility \| JPMorgan Chase Bank, N.A. \| Maximum Increase
Debt Instrument [Line Items]
Credit facility agreement, future increases				$ 20,000,000
Paycheck Protection Program Loan \| Harvest Small Business Finance \| Commercial Loan \| Potbelly Sandwich Works, LLC
Debt Instrument [Line Items]
Loan amount			$ 10,000,000
Paycheck Protection Program Loan \| CARES Act Of 2020 \| Potbelly Sandwich Works, LLC
Debt Instrument [Line Items]
Credit facility agreement, interest rate			1.00%
Loan maturity period			5 years
Revolving Credit Commitment \| CARES Act Of 2020 \| Fifth Credit Agreement Amendment
Debt Instrument [Line Items]
Credit facility agreement, maximum principal amount		$ 25,000,000			$ 40,000,000
CBFR Loan \| Sixth Credit Agreement Amendment \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, increase in interest rate	75.00%
CBFR Loan \| CARES Act Of 2020 \| Fifth Credit Agreement Amendment
Debt Instrument [Line Items]
Credit facility agreement, interest rate		2.75%
Eurodollar Loan \| CARES Act Of 2020 \| Fifth Credit Agreement Amendment
Debt Instrument [Line Items]
Credit facility agreement, interest rate		5.00%
Term Benchmark Loan \| Sixth Credit Agreement Amendment \| Subsequent Event
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	600.00%

Debt and Credit Facilities - Component of Long-term Debt (Detail) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Debt Instrument [Line Items]
Less: current portion of long-term debt	$ (2,333)	$ (333)
Long-term debt, net of current portion	17,517	15,953
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	9,850	6,286
Paycheck Protection Program Loan
Debt Instrument [Line Items]
Long-term debt	$ 10,000	$ 10,000

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Restructuring - Additional Information (Detail)	3 Months Ended
Restructuring - Additional Information (Detail)	Dec. 26, 2021 Employee
Restructuring and Related Activities [Abstract]
Number of employee reduce	35

Restructuring - Schedule Future Cash Payments Required to Satisfy Our Remaining Obligations (Detail) $ in Thousands	12 Months Ended
	Dec. 26, 2021 USD ($)
Restructuring Reserve [Roll Forward]
Balance as of December 27, 2020	$ 1,489
Charges incurred	0
Payments made	(1,367)
Balance as of December 26, 2021	$ 122

Capital Stock - Additional Information (Detail) - USD ($)			12 Months Ended
	Nov. 03, 2021	Feb. 09, 2021	Dec. 26, 2021	Dec. 29, 2019	Dec. 27, 2020	May 08, 2018
Capital Unit [Line Items]
Capital stock, authorized (in shares)			210,000,000		210,000,000
Common stock, authorized (in shares)			200,000,000		200,000,000
Preferred stock, authorized (in shares)			10,000,000		10,000,000
Common stock, issued (in shares)			38,164,000		33,935,000
Common stock, outstanding (in shares)			28,380,000		24,323,000
Stock repurchase program, authorized amount						$ 65,000,000
Common stock repurchased (in shares)				$ 4,217,000
Share repurchase program, remaining dollar value			$ 37,900,000
Common stock, par value (in usd per share)			$ 0.01		$ 0.01
Warrants
Capital Unit [Line Items]
Placement agent fees and offering expenses		$ 1,000,000
Securities Purchase Agreement
Capital Unit [Line Items]
Issuance of common stock (in shares)		3,249,668
Common stock, par value (in usd per share)		$ 0.01
Securities Purchase Agreement \| Warrants
Capital Unit [Line Items]
Issuance of common stock (in shares)		1,299,861
Exercise price (in usd per share)		$ 5.45
Proceeds from securities purchase agreement		$ 16,000,000
William Blair
Capital Unit [Line Items]
Issuance of common stock (in shares)	40,000,000
Stock Repurchase Program
Capital Unit [Line Items]
Common stock shares repurchased (in shares)			0
Common stock repurchased (in shares)			$ 0

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]
Contributions made to profit sharing plan	$ 0.3	$ 0.2	$ 0.5

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 24, 2020	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	May 16, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 2,137	$ 2,515	$ 2,335
Employee And Non Employee Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)		0	0	0
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable period from the date of grant		10 years
Accounting Standards Update 2016-09
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance (in shares)					626,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)		649,000	1,604,000	402,000
Stock-based compensation expense		$ 1,600	$ 1,500	$ 1,500
Unrecognized stock compensation expense		$ 4,200
Restricted Stock Units (RSUs) \| First Anniversary \| Non-Employee Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		50.00%
Restricted Stock Units (RSUs) \| Second Anniversary \| Non-Employee Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		50.00%
Common Share Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 100	100	$ 800
Unrecognized stock compensation expense		$ 100
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)		130,000
Performance Stock Units \| Market Vesting Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 500	$ 900
2019 Plan Amanded and Restated
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common shares authorized for issuance (in shares)	2,100,000
2019 Plan Amanded and Restated \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common shares authorized for issuance (in shares)	900,000
2019 Long Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance (in shares)		1,568,000
Exercise price of options outstanding, lower limit (in usd per share)		$ 8.16
Exercise price of options outstanding, higher limit (in usd per share)		$ 20.53
2019 Long Term Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period		5 years
2019 Long Term Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period		4 years
2019 Long Term Incentive Plan \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance (in shares)					1,200,000
2019 Long Term Incentive Plan \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)		3,687,000

Stock-Based Compensation - Summary of Stock Options Activity Under Plans and Agreement (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	Dec. 30, 2018
Shares (Thousands)
Beginning balance (in shares)	1,233	1,774	2,150
Exercised (in shares)	(31)	0	(22)
Canceled (in shares)	(664)	(541)	(354)
Ending balance (in shares)	538	1,233	1,774	2,150
Exercisable (in shares)	534
Weighted Average Exercise Price
Outstanding at beginning balance (in usd per share)	$ 10.68	$ 11.34	$ 11.49
Exercised (in usd per share)	7.24	0	7.93
Canceled (in usd per share)	9.75	12.84	12.45
Outstanding at ending balance (in usd per share)	12.03	$ 10.68	$ 11.34	$ 11.49
Exercisable (in usd per share)	$ 12.02
Aggregate intrinsic value	$ 0	$ 0	$ 0	$ 378
Options exercisable aggregate intrinsic value	$ 0
Weighted Average Remaining Term (Years)
Weighted average remaining term	2 years 4 months 6 days	2 years 5 months 26 days	4 years 3 months 29 days	5 years 1 month 17 days
Options exercisable weighted average remaining term	2 years 3 months 25 days

Stock-Based Compensation - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Number of RSUs (Thousands)
Non-vested beginning balance (in shares)	994	463	247
Restricted stock units granted (in shares)	649	1,604	402
Vested (in shares)	(479)	(231)	(135)
Canceled (in shares)	(13)	(842)	(51)
Non-vested ending balance (in shares)	1,151	994	463
Weighted Average Fair Value per Share
Weighted average fair value beginning balance (in usd per share)	$ 3.35	$ 7.59	$ 11.99
Weighted average fair value, granted (in usd per share)	6.16	2.79	6.47
Weighted average fair value, vested (in usd per share)	7.05	2.87	11.94
Weighted average fair value, canceled (in usd per share)	3.50	3.65	8.48
Weighted average fair value ending balance (in usd per share)	$ 4.87	$ 3.35	$ 7.59

Stock-Based Compensation - Summary of PSU Activity (Detail) - Performance Stock Units shares in Thousands	12 Months Ended
	Dec. 26, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested beginning balance (in shares) \| shares	502
Granted (in shares) \| shares	130
Vested (in shares) \| shares	(502)
Canceled (in shares) \| shares	0
Non-vested ending balance (in shares) \| shares	130
Weighted average fair value beginning balance (in usd per share) \| $ / shares	$ 1.38
Weighted Average Fair Value per Share, Granted \| $ / shares	8.43
Weighted average fair value, vested (in usd per share) \| $ / shares	6.76
Weighted average fair value, canceled (in usd per share) \| $ / shares	0.00
Weighted average fair value ending balance (in usd per share) \| $ / shares	$ 8.43

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 26, 2021
Related Party Transaction [Line Items]
Stock issued during period, value		$ 14,839
Warrants
Related Party Transaction [Line Items]
Stock issued during period, value		$ 2,566
Minimum \| Private Placement
Related Party Transaction [Line Items]
Ownership percentage related party	5.00%
Maximum \| Private Placement
Related Party Transaction [Line Items]
Ownership percentage related party	8.50%
One Hundred Eighty Degree Capital Corp \| Private Placement
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	201,514
One Hundred Eighty Degree Capital Corp \| Private Placement \| Warrants
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	80,605
Stock issued during period, value	$ 1,000
B W Pension Trust \| Private Placement
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	164,875
B W Pension Trust \| Private Placement \| Warrants
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	65,950
Stock issued during period, value	$ 800
Agman Investments L L C \| Private Placement
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	223,904
Agman Investments L L C \| Private Placement \| Warrants
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	89,561
Stock issued during period, value	$ 1,100
Ancora Holdings Inc \| Private Placement
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	366,389
Ancora Holdings Inc \| Private Placement \| Warrants
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	146,555
Stock issued during period, value	$ 1,800
Lakes Investment Fund L L C \| Private Placement
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	193,372
Lakes Investment Fund L L C \| Private Placement \| Warrants
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	77,348
Stock issued during period, value	$ 900
Intrinsic Investment Holdings L L C \| Private Placement
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	407,099
Stock issued during period, value	$ 2,000