0001195734-24-000022 | 10-K | XBRL Viewer

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Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$ 33,788	$ 15,619
Restricted cash, noncurrent	749	0
Total cash, cash equivalents and restricted cash shown on statement of cash flows	$ 34,537	$ 15,619	$ 14,353	$ 11,126

Subsequent Events - Additional Information (Detail) - USD ($)		3 Months Ended	12 Months Ended
	Feb. 07, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Subsequent Event [Line Items]
Loss on extinguishment of debt			$ 239,000	$ (10,191,000)	$ 0
Forecast
Subsequent Event [Line Items]
Expected gain on settlement		$ 1,100,000
Subsequent Event \| Minimum \| Forecast
Subsequent Event [Line Items]
Loss on extinguishment of debt		2,000,000
Subsequent Event \| Maximum \| Forecast
Subsequent Event [Line Items]
Loss on extinguishment of debt		$ 3,000,000
Subsequent Event \| Revolving credit facility \| Credit Agreement \| Line of Credit
Subsequent Event [Line Items]
Credit facility agreement, maximum principal amount	$ 30,000,000
Subsequent Event \| Revolving credit facility \| Credit Agreement \| SOFR \| Line of Credit
Subsequent Event [Line Items]
Credit facility agreement, interest rate	3.25%
Subsequent Event \| Revolving credit facility \| Credit Agreement \| SOFR \| Minimum \| Line of Credit
Subsequent Event [Line Items]
Credit facility agreement, interest rate	2.75%
Subsequent Event \| Revolving credit facility \| Credit Agreement \| SOFR \| Maximum \| Line of Credit
Subsequent Event [Line Items]
Credit facility agreement, interest rate	3.75%
Subsequent Event \| Revolving credit facility \| Credit Agreement \| Base Rate \| Line of Credit
Subsequent Event [Line Items]
Credit facility agreement, interest rate	1.75%
Subsequent Event \| Revolving credit facility \| Credit Agreement \| Base Rate \| Minimum \| Line of Credit
Subsequent Event [Line Items]
Credit facility agreement, interest rate	1.25%
Subsequent Event \| Revolving credit facility \| Credit Agreement \| Base Rate \| Maximum \| Line of Credit
Subsequent Event [Line Items]
Credit facility agreement, interest rate	2.25%

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Revenues
Total revenues	$ 491,409	$ 451,973	$ 380,052
Sandwich shop operating expenses, excluding depreciation
Labor and related expenses	143,744	142,095	127,099
Occupancy expenses	51,885	54,536	53,821
Other operating expenses	84,363	74,916	63,514
Franchise support, rent and marketing expenses	5,741	694	313
General and administrative expenses	48,496	37,741	31,724
Depreciation expense	12,138	11,890	15,909
Pre-opening costs	115	0	0
Gain on Franchise Growth Acceleration Initiative activities	(2,142)	0	0
Impairment, loss on disposal of property and equipment and shop closures	3,338	4,754	5,125
Total expenses	481,403	455,777	402,540
Income (loss) from operations	10,006	(3,804)	(22,488)
Interest expense, net	3,281	1,349	963
Loss/(gain) on extinguishment of debt	239	(10,191)	0
Income (loss) before income taxes	6,486	5,038	(23,451)
Income tax expense	909	327	172
Net income (loss)	5,577	4,711	(23,623)
Net income attributable to non-controlling interest	458	366	161
Net income (loss) attributable to Potbelly Corporation	$ 5,119	$ 4,345	$ (23,784)
Net income (loss) per common share attributable to common stockholders:
Basic (in usd per share)	$ 0.18	$ 0.15	$ (0.86)
Diluted (in usd per share)	$ 0.17	$ 0.15	$ (0.86)
Weighted average shares outstanding:
Basic (in shares)	29,201,000	28,625,000	27,640,000
Diluted (in shares)	30,088,000	29,065,000	27,640,000
Sandwich shop
Revenues
Total revenues	$ 482,246	$ 447,901	$ 377,283
Sandwich shop operating expenses, excluding depreciation
Food, beverage and packaging costs	133,726	129,151	105,035
Franchise royalties, fees and rental income
Revenues
Total revenues	$ 9,163	$ 4,072	$ 2,769

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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


	Fiscal Year
	2023		2022		2021
Domestic operations	$	6,486	$	5,038	$	(23,451)

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


	Fiscal Year
	2023		2022		2021
Federal:
Current	$	38	$	—	$	—
Deferred	22		(14)		(150)
	60		(14)		(150)
State and Local:
Current	782		399		161
Deferred	68		(58)		161
	849		341		322
Income tax expense	$	909	$	327	$	172

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
	2023		2022		2021
U.S. federal statutory tax	21.0%		21.0%		21.0%
Computed “expected” tax expense/(benefit)	$	1,266	$	981	$	(4,959)
Increase (reduction) resulting from:
Valuation allowance	(1,526)		2,280		5,456
Rate change impact of net operating loss carryback	—		—		—
Minority interest	96		77		34
Permanent differences	805		(1,755)		1,004
State and local income taxes, net of federal income tax effect	793		(287)		(730)
FICA and other tax credits	(297)		(559)		(592)
Equity compensation	159		(43)		(237)
Other	—		—		—
Tax rate change	(387)		(367)		196
Income tax expense	$	909	$	327	$	172

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 31, 2023		December 25, 2022
Deferred tax assets:
Net operating loss carryforwards	$	20,542	$	22,566
Accrued liabilities	2,625		1,838
Deferred revenue	1,944		514
Stock-based compensation	1,378		1,330
Property and equipment	3,290		3,380
Operating lease liabilities	43,799		49,802
Other	226		—
Tax credits and other carryforwards	2,794		3,761
Gross deferred tax assets	76,598		83,191
Valuation allowance	(35,439)		(37,210)
Net deferred tax assets	41,159		45,981
Deferred tax liabilities:
Prepaids	(477)		(351)
Right-of-use asset for operating leases	(39,179)		(43,818)
Intangible assets	(1,377)		(1,371)
Smallwares	(400)		(458)
Other	—		(169)
Total deferred tax liabilities	(41,433)		(46,167)
Net deferred tax liabilities	$	(274)	$	(186)

We recorded deferred tax assets related to federal and state income tax net operating loss (“NOL”) carryforwards of approximately $20.5 million and $22.6 million for the years ended December 31, 2023 and December 25, 2022, 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 our deferred tax assets, which includes consideration of both positive and negative evidence related to the likelihood of realization of such deferred tax assets to determine, based on the weight of the available evidence, whether it is more-likely-than-not that some or all of our deferred tax assets will not be realized. In our assessment, we 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 our net deferred tax assets during the first quarter of 2019, resulting in a non-cash charge to income tax expense of $13.6 million. We assess the likelihood of the realization of our deferred tax assets each quarter and the valuation allowance is adjusted accordingly. We continued to maintain a valuation allowance against all of our deferred tax assets based on our assessment as of December 31, 2023. As of December 31, 2023 and December 25, 2022, we have a valuation allowance related to our deferred tax assets of $35.4 million and $37.2 million, respectively.

Given the recent trend in our earnings and forecasted future earnings, we believe there is a reasonable possibility that sufficient positive evidence may become available in the next several quarters to conclude that all or a portion of the valuation allowance will no longer be needed. This would result in the recognition of deferred tax assets on our consolidated balance sheet and a decrease to tax expense on our consolidated statement of operations in the period when the release is recorded. However, the exact timing and amount of any valuation allowance releases are subject to change based on the earnings achieved in future periods.

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 31, 2023 and December 25, 2022, we had no interest or penalties accrued. As of December 31, 2023 and December 25, 2022, we had no uncertain tax positions.

The tax years prior to 2017 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 2016 to 2022 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 17
-Subparagraph (b)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Gains Recognized Upon Termination of Lease Contracts

The right-of use assets, liabilities and gains/losses recognized upon termination of lease contracts were as follows (in thousands, except for shop figures):


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Leases terminated	2		3
Lease termination fees	$	458	$	75
Right-of-use assets derecognized upon lease termination	571		505
Lease liabilities derecognized upon lease termination	941		663
Gain/(loss) recognized upon lease termination	$	(89)	$	158

Operating Lease Term and Discount Rate

Operating lease term and discount rate were as follows:


	December 31, 2023	December 25, 2022
Weighted average remaining lease term (years)	6.18	6.68
Weighted average discount rate	9.04%	8.26%

Components of Lease Cost

The components of lease cost were as follows (in thousands), which are included in occupancy, general and administrative and franchise support, rent and marketing expense:


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Operating lease cost	$	40,604	$	40,214
Variable lease cost	15,082		13,905
Short-term lease cost	313		312
Total lease cost	$	55,998	$	54,431

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 Ended
	December 31, 2023		December 25, 2022
Operating cash flows rent paid for operating lease liabilities	$	45,846	$	42,658
Operating right-of-use assets obtained in exchange for new operating lease liabilities	12,286		23,263
Reduction in operating right-of-use assets due to lease terminations and modifications	$	1,799	$	1,876

Maturities of Lease Liabilities

Maturities of lease liabilities were as follows at December 31, 2023 (in thousands):


	Operating Leases
2024	$	38,793
2025	39,748
2026	36,216
2027	30,360
2028	23,714
Thereafter	52,725
Total lease payments	221,557
Less: imputed interest	(54,982)
Present value of lease liabilities	$	166,575

Components of Lease Income

The components of lease income were as follows:


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Number of subleases	33		0

Operating lease income	$	2,139	$	—
Variable lease income	$	806	$	—
Franchise rental income	$	2,945	$	—

Schedule of Future Expected Sublease Income

Future expected fixed sublease payments from franchisees to Potbelly were as follows at December 31, 2023 (in thousands):


	Operating Leases
2024	$	3,599
2025	3,530
2026	3,078
2027	2,095
2028	1,704
Thereafter	3,687
Total sublease payments	$	17,693

Leases - Maturities of Lease Liabilities (Detail) $ in Thousands	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 38,793
2025	39,748
2026	36,216
2027	30,360
2028	23,714
Thereafter	52,725
Total lease payments	221,557
Less: imputed interest	(54,982)
Present value of lease liabilities	$ 166,575

Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Property, Plant and Equipment [Abstract]
Leasehold improvements	$ 140,203	$ 149,375
Machinery and equipment	45,372	47,481
Furniture and fixtures	30,614	32,590
Computer equipment and software	37,769	37,710
Construction in progress	3,322	864
Property and equipment, gross	257,280	268,020
Less: Accumulated depreciation	(212,193)	(223,543)
Property and equipment, net	$ 45,087	$ 44,477

Income Taxes - Reconciliation of Differences Between Federal Statutory and Effective Income (Loss) Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory tax	21.00%	21.00%	21.00%
Computed “expected” tax expense/(benefit)	$ 1,266	$ 981	$ (4,959)
Increase (reduction) resulting from:
Valuation allowance	(1,526)	2,280	5,456
Rate change impact of net operating loss carryback	0	0	0
Minority interest	96	77	34
Permanent differences	805	(1,755)	1,004
State and local income taxes, net of federal income tax effect	793	(287)	(730)
FICA and other tax credits	(297)	(559)	(592)
Equity compensation	159	(43)	(237)
Other	0	0	0
Tax rate change	(387)	(367)	196
Income tax expense	$ 909	$ 327	$ 172

Leases - Operating Lease Term and Discount Rate (Detail)	Dec. 31, 2023	Dec. 25, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	6 years 2 months 4 days	6 years 8 months 4 days
Weighted average discount rate	9.04%	8.26%

Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($) store subsidiary jointVenture segment	Dec. 25, 2022 USD ($)	Dec. 26, 2021 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	1
Number of reportable segments	1
Recognized impairment for intangible assets \| $	$ 0	$ 0	$ 0
Franchise agreement, term	8 years
Operating leases term	10 years
Operating leases renewal term	5 years
Number of franchise shops committed to develop \| store	77
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

Leases - Schedule of Future Expected Sublease Income (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 3,599
2025	3,530
2026	3,078
2027	2,095
2028	1,704
Thereafter	3,687
Total sublease payments	$ 17,693

Leases - Supplemental Disclosures of Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022
Leases [Abstract]
Operating cash flows rent paid for operating lease liabilities	$ 45,846	$ 42,658
Operating right-of-use assets obtained in exchange for new operating lease liabilities	12,286	23,263
Reduction in operating right-of-use assets due to lease terminations and modifications	$ 1,799	$ 1,876

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Leases [Abstract]
Operating leases term	10 years
Operating leases renewal term	5 years
Franchise rental income	$ 2,945	$ 0
Franchise support, rent and marketing expenses	$ 5,741	$ 694	$ 313

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

We determine if an arrangement is a lease at inception of the arrangement. We lease retail shops and 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. In addition, we lease certain properties from third parties that we sublease to franchisees. We remain primarily liable to the landlord for the performance of all obligations in the event that the sublessee does not perform its obligations under the lease. All of our subleases are classified as operating leases with fixed and variable income.

Lessee Disclosures

The gains and losses 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/losses recognized upon termination of lease contracts were as follows (in thousands, except for shop figures):


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Leases terminated	2		3
Lease termination fees	$	458	$	75
Right-of-use assets derecognized upon lease termination	571		505
Lease liabilities derecognized upon lease termination	941		663
Gain/(loss) recognized upon lease termination	$	(89)	$	158

Operating lease term and discount rate were as follows:


	December 31, 2023	December 25, 2022
Weighted average remaining lease term (years)	6.18	6.68
Weighted average discount rate	9.04%	8.26%

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

The components of lease cost were as follows (in thousands), which are included in occupancy, general and administrative and franchise support, rent and marketing expense:


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Operating lease cost	$	40,604	$	40,214
Variable lease cost	15,082		13,905
Short-term lease cost	313		312
Total lease cost	$	55,998	$	54,431

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


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Operating cash flows rent paid for operating lease liabilities	$	45,846	$	42,658
Operating right-of-use assets obtained in exchange for new operating lease liabilities	12,286		23,263
Reduction in operating right-of-use assets due to lease terminations and modifications	$	1,799	$	1,876

Maturities of lease liabilities were as follows at December 31, 2023 (in thousands):


	Operating Leases
2024	$	38,793
2025	39,748
2026	36,216
2027	30,360
2028	23,714
Thereafter	52,725
Total lease payments	221,557
Less: imputed interest	(54,982)
Present value of lease liabilities	$	166,575

Lessor Disclosures

We recognized $2.9 million in franchise rental income in fiscal year 2023, which is included in franchise royalties, fees and rental income in the condensed statement of operations. No franchise rental income was recognized in fiscal year 2022. During fiscal year 2023, we incurred $3.0 million in expenses associated with these leases, which are included in franchise support, rent and marketing expenses in the condensed consolidated statement of operations from the inception of

the related sublease agreements. The components of lease income were as follows:


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Number of subleases	33		0

Operating lease income	$	2,139	$	—
Variable lease income	$	806	$	—
Franchise rental income	$	2,945	$	—

Future expected fixed sublease payments from franchisees to Potbelly were as follows at December 31, 2023 (in thousands):


	Operating Leases
2024	$	3,599
2025	3,530
2026	3,078
2027	2,095
2028	1,704
Thereafter	3,687
Total sublease payments	$	17,693

Leases

Lessee Disclosures


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Leases terminated	2		3
Lease termination fees	$	458	$	75
Right-of-use assets derecognized upon lease termination	571		505
Lease liabilities derecognized upon lease termination	941		663
Gain/(loss) recognized upon lease termination	$	(89)	$	158

Operating lease term and discount rate were as follows:


	December 31, 2023	December 25, 2022
Weighted average remaining lease term (years)	6.18	6.68
Weighted average discount rate	9.04%	8.26%

The components of lease cost were as follows (in thousands), which are included in occupancy, general and administrative and franchise support, rent and marketing expense:


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Operating lease cost	$	40,604	$	40,214
Variable lease cost	15,082		13,905
Short-term lease cost	313		312
Total lease cost	$	55,998	$	54,431

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


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Operating cash flows rent paid for operating lease liabilities	$	45,846	$	42,658
Operating right-of-use assets obtained in exchange for new operating lease liabilities	12,286		23,263
Reduction in operating right-of-use assets due to lease terminations and modifications	$	1,799	$	1,876

Maturities of lease liabilities were as follows at December 31, 2023 (in thousands):


	Operating Leases
2024	$	38,793
2025	39,748
2026	36,216
2027	30,360
2028	23,714
Thereafter	52,725
Total lease payments	221,557
Less: imputed interest	(54,982)
Present value of lease liabilities	$	166,575

Lessor Disclosures

the related sublease agreements. The components of lease income were as follows:


	Fiscal Year Ended
	December 31, 2023		December 25, 2022
Number of subleases	33		0

Operating lease income	$	2,139	$	—
Variable lease income	$	806	$	—
Franchise rental income	$	2,945	$	—

Future expected fixed sublease payments from franchisees to Potbelly were as follows at December 31, 2023 (in thousands):


	Operating Leases
2024	$	3,599
2025	3,530
2026	3,078
2027	2,095
2028	1,704
Thereafter	3,687
Total sublease payments	$	17,693

Earnings (Loss) Per Share - Summary of Earnings (Loss) Per Share Calculation (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Earnings Per Share [Abstract]
Net income (loss) attributable to Potbelly Corporation	$ 5,119	$ 4,345	$ (23,784)
Weighted average common shares outstanding-basic (in shares)	29,201,000	28,625,000	27,640,000
Plus: Effect of potentially dilutive stock-based compensation awards (in shares)	490,000	414,000	0
Plus: Effect of potential warrant exercise	397,000	26,000	0
Weighted average common shares outstanding-diluted (in shares)	30,088,000	29,065,000	27,640,000
Income (loss) per share available to common stockholders-basic (in usd per share)	$ 0.18	$ 0.15	$ (0.86)
(Income) loss per share available to common stockholders-diluted (in usd per share)	$ 0.17	$ 0.15	$ (0.86)
Potentially dilutive shares that are considered anti-dilutive (in shares)	367,000	618,000	1,951,000

- 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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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Settlement On January 2, 2024, we executed a settlement agreement with a third-party software provider. The third-party provider was subject to a ransomware incident in the second quarter of 2023. The incident impacted the efficiency of our shop operations but did not have an impact on our financial reporting nor resulted in the exposure of any of our data. The settlement is expected to result in a gain of approximately $1.1 million in our consolidated statement of operations for the first quarter of 2024. Revolving Facility On February 7, 2024, Potbelly Sandwich Works, LLC (the “Borrower”) entered into a credit agreement (the “Credit Agreement”) with Wintrust Bank, N.A. as administrative agent (the “Agent”), the other loan parties party thereto and the lenders party thereto. The Credit Agreement provides for a revolving loan facility with an aggregate commitment of $30,000,000 (the “Revolving Facility”, the commitments thereunder, the “Revolving Commitments”). Concurrently with entry into the Credit Agreement, we repaid in full and terminated the obligations and commitments of the lenders under our existing Term Loan. Proceeds from the Revolving Facility will be used for general corporate and working capital purposes. The Revolving Commitments expire on February 7, 2027. Loans under the Credit Agreement will initially bear interest, at our option, at either one-month term SOFR or the base rate plus, in each case, an applicable rate per annum, based upon the Consolidated Adjusted Leverage Ratio (as defined in the Credit Agreement). The applicable rate may vary between 3.75% and 2.75% with respect to borrowings which are based upon the one-month term SOFR and between 2.25% and 1.25% with respect to borrowings which are based upon the base rate. Initially, the applicable rate with respect to one-month term SOFR borrowings is 3.25% and the applicable rate with respect to base rate borrowings is 1.75% until the Agent receives a compliance certificate for the fiscal quarter ending on March 31, 2024. We may prepay the Revolving Commitments at any time and from time to time in whole or in part without premium or penalty, subject to prior notice in accordance with the Credit Agreement. Subject to certain customary exceptions, obligations under the Credit Agreement are guaranteed by the Company and all of the Company’s current and future wholly-owned material domestic subsidiaries and are secured by a first-priority security interest in substantially all of the assets of the Company and its subsidiary guarantors. The Credit Agreement contains customary representations and affirmative and negative covenants. Among other things, these covenants restrict our ability to incur certain indebtedness and liens, undergo certain mergers, consolidations and certain other fundamental changes, make certain investments, make certain dispositions and acquisitions, enter into sale and leaseback transactions, enter into certain swap transactions, make certain restricted payments (including certain payment of dividends, repurchases of stock and payments on certain indebtedness), engage in certain transactions with affiliates, enter into certain types of restricted agreements, make certain changes to its organizational documents and indebtedness, and use the proceeds of the Revolving Commitments for certain non-permitted uses. In addition, the Credit Agreement requires that we maintain compliance with certain minimum fixed charge coverage ratios and maximum consolidated leverage ratios as set forth in the Credit Agreement. The Credit Agreement also contains customary events of default. If an event of default occurs, the Agent and lenders are entitled to take various actions, including the acceleration of amounts due under the Credit Agreement, termination of commitments thereunder and all other actions permitted to be taken by a secured creditor. As a result of repaying and terminating the Term Loan, we expect to recognize a loss on extinguishment of debt of approximately $2 to $3 million in the first quarter of 2024.

Organization and Other Matters	12 Months Ended
Organization and Other Matters	Dec. 31, 2023
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 345 company-operated shops in the United States as of December 31, 2023. Additionally, Potbelly franchisees operate 79 shops domestically. Basis of Presentation 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.

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022	Mar. 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$ 20,542	$ 22,566
Accrued liabilities	2,625	1,838
Deferred revenue	1,944	514
Stock-based compensation	1,378	1,330
Property and equipment	3,290	3,380
Operating lease liabilities	43,799	49,802
Other	226	0
Tax credits and other carryforwards	2,794	3,761
Gross deferred tax assets	76,598	83,191
Valuation allowance	(35,439)	(37,210)	$ (13,600)
Net deferred tax assets	41,159	45,981
Deferred tax liabilities:
Prepaids	(477)	(351)
Right-of-use asset for operating leases	(39,179)	(43,818)
Intangible assets	(1,377)	(1,371)
Smallwares	(400)	(458)
Other	0	(169)
Total deferred tax liabilities	(41,433)	(46,167)
Net deferred tax liabilities	$ (274)	$ (186)

Franchise Growth Acceleration Initiative (Tables)

12 Months Ended

Dec. 31, 2023

Other Industries [Abstract]

Schedule Of Franchise Growth Acceleration Initiative

The following is a summary of the refranchising activities recorded as a result of the Franchise Growth Acceleration Initiative during the year ended December 31, 2023:


	December 31, 2023		December 25, 2022
Number of shops sold to franchises	33		0

Proceeds from sales of company-operated shops	$	6,433	$	—
Net assets sold	(3,563)		—
Goodwill related to the company-operated shops sold to franchisees	(166)		—
Gain on sale of company-operated shops, net	2,705		—

Adjustment to recognize held-for-sale assets at fair value	(503)		—
Other expenses(a)	(60)		—
Gain on Franchise Growth Acceleration Initiative activities	$	2,142	$	—

______________________________

(a) These costs primarily include professional service fees and travel expenses incurred to execute the refranchising transaction

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(a) Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Potbelly; its wholly-owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s wholly-owned subsidiaries, Potbelly Franchising, LLC and Potbelly Sandwich Works, LLC (“PSW”); seven of PSW’s wholly-owned subsidiaries and PSW’s six joint ventures, collectively, the “Company.” All intercompany balances and transactions have been eliminated in consolidation. For our six consolidated joint ventures, "non-controlling interest" represents the non-controlling partner’s share of the assets, liabilities and operations related to the 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 year 2023 consists of 53 weeks and fiscal years 2022 and 2021 each consisted of 52 weeks.

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

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Significant estimates are used in accounting for, among other items, long-lived assets and income taxes. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the financial statements in any individual year.

(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.

The following table presents information about our financial assets that were measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values:


	December 31, 2023		December 25, 2022

Assets - Level 1
Money market funds	$	6,398	$	—
Financial assets measured at fair value on recurring basis	$	6,398	$	—

(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 this cash is not exposed to any significant credit risk. These are valued within the fair value hierarchy as Level 1 measurements.

(h) Restricted Cash

As of December 31, 2023, we had restricted cash related to funds held in a money market account as collateral for letters of credit to certain lease agreements.

The reconciliation of cash and cash equivalents and restricted cash presented in the condensed consolidated balance sheets to the total amount shown in our condensed consolidated statements of cash flows is as follows:


	December 31, 2023		December 25, 2022

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	33,788	$	15,619
Restricted cash, noncurrent	749		—
Total cash, cash equivalents and restricted cash shown on statement of cash flows	$	34,537	$	15,619

(i) Accounts Receivable, net

Accounts receivable, net consists of amounts owed from credit card processors, customers, third-party delivery platforms, franchisees, vendors and other miscellaneous receivables.

(j) Inventories

Inventories, which consist of food products, and paper goods and supplies, 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.

(k) 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 is 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.

(l) Goodwill and Indefinite-Lived Intangible Assets

We review goodwill and indefinite-lived intangible assets, which includes 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.

(m) 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 including franchise revenue, gift card revenue, and loyalty program revenue.

Franchise Royalties and Fees

We earn an initial franchise fee, a franchise development agreement fee and ongoing royalty fees and support 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 term of the franchise agreement once the shops are opened. These franchise fees are considered highly dependent upon and interrelated with the franchise right granted in the franchise agreement. Royalty fees and Brand Fund contributions are based on a percentage of sales and are recorded as revenue as the fees are earned and become receivable from the franchisee. Other support fees, which primarily include fees for software and technology, are recorded as revenue as the fees are earned and

the service is provided to the franchisee. Revenue from support fees are recognized gross of the related expenses since we are the principal in the arrangement to provide those services.

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

As of December 31, 2023, 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. Once a customer earns a free entrée, that entrée reward will expire after 30 days. 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 deferred revenue liability is established in accrued expenses. The deferral is based on the estimated value of the unredeemed points and free entrées. The estimated value and the estimated redemption rates are based on a historical data analysis of loyalty reward redemptions. Estimated breakage 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.

In January 2024, we enhanced our Potbelly Perks program to provide more reward options and flexibility for members. Members will earn 10 or more coins, the equivalent of points under the legacy program, for every dollar they spend. The number of coins earned per dollar is dependent on each member's annual spend with Potbelly. Coins can be redeemed for a variety of items across the Potbelly menu. The coins expire one year after they are earned. We will continue to defer revenue as Potbelly Perks coins are earned and recognize the revenue upon redemption.

Contract Costs

Sales commissions earned by internal or external sales personnel for the execution of new franchise agreements are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new franchise agreements are capitalized and then amortized on a straight-line basis over the term of the franchise agreement, which is typically eight years.

Development costs incurred for the identification of optimal site selection within a given market assists with the company's ability to fulfill the franchise agreement and such costs are expected to be recovered. These costs are capitalized if the service performed relates to an executed franchise agreement, in which case the costs are amortized over the term of the market within the development agreement, which is often the same eight year term.

(n) Leases

We determine if an arrangement is or contains 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. 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 these rates 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 Accounting Standards Codification ("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.

Rental income for operating leases on properties subleased to franchisees is recorded to franchise royalties, fees and rental income in the consolidated statement of operations. We recognize revenue for fixed sublease payments, net of incentives, on a straight-line basis over the term of the sublease. We recognize revenue for variable sublease payments as the related service has been transferred to the sublessee. Sublease income is recognized to the extent that collectability is probable.

(o) Potbelly Brand Fund

We maintain the Potbelly Brand Fund (the "Brand Fund") for the purpose of collecting and administering funds to be used for advertising, customer research, marketing technology, agencies, and other activities that promote the Potbelly brand in order to deliver sales at our shops. Company-operated and franchised shops both contribute to the Brand Fund based on a percentage of sales.

Beginning in the first quarter of fiscal year 2022, we manage these advertising and marketing expenses through the Brand Fund using the funds contributed by our shops. We manage these funds separately from our general operating expenses, but we are not obligated to maintain the funds in separate accounts or entities. We may spend more or less in any fiscal period than the amounts contributed to the Brand Fund, and we may choose to roll over any unused contributions to the following fiscal period or return them to our shops.

Brand Fund contributions made by company-operated shops are eliminated from the consolidated financial statements. Franchisee contributions are included within franchise royalties and fees in the condensed consolidated statements of operations.

Expenses incurred by the Brand Fund are recorded to company-operated and franchised shops based on a percentage of sales. Company-operated Brand Fund expense is included within other operating expenses in our condensed consolidated statements of operations. Franchisee Brand Fund expense is presented as franchise marketing expenses in our condensed consolidated statements of operations. Prior periods have been reclassified to conform to the current presentation of these expenses.

(p) Franchise support, rent and marketing expenses

Franchise support, rent and marketing expenses include Brand Fund, information technology, supply chain, occupancy and operations expenses for franchised shops. Other than occupancy, these expenses are expensed as incurred. Occupancy expenses are recognized consistent with our lease policy described above.

(q) Stock-Based Compensation

We account for stock-based compensation in accordance with 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 record stock-based compensation expense within general and administrative expenses in the consolidated statements of operations.

We award performance share units (“PSUs”) to eligible employees which are subject to service and market vesting conditions. The PSUs will vest based on the terms defined in each award, which may include our common stock achieving certain price targets or based on its relative performance versus the Russell 3000 Travel & Leisure Index. Refer to Note 13 for more details regarding our Equity Plans.

(r) 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.

(s) Franchise Growth Acceleration Initiative

On March 2, 2022, we announced our Franchise Growth Acceleration Initiative, which included a plan to grow our franchise units domestically through multi-unit shop development area agreements, which may include refranchising certain company-operated shops. Deals for refranchised shops typically include cash consideration for the sale of the current shops as well as development agreement fees for commitments to develop new shops to fully penetrate existing markets. On an ongoing basis, we collect additional cash consideration for royalties and lease payments.

All gains and losses recognized on sales of shops and other expenses incurred to execute a refranchising transaction are included in gain on Franchise Growth Acceleration Initiative activities in the condensed consolidated statement of operations. Development agreement fees received are recorded in the consolidated balance sheets as accrued expenses or other long-term liabilities, and amortized over the term of the franchise agreement once the shops are opened. For the year to date ended December 31, 2023, we completed refranchising transactions under the Franchise Growth Acceleration Initiative that resulted in the sale of 33 company-operated shops and commitments to develop 77 additional shops. Further details on the impact of these transactions on our financial statements are described in Note 10.

(t) 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.

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.

(u) 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.

(v) Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standard Board (FASB) issued guidance to expand annual and interim disclosure requirements for reportable segments, primarily through additional disclosures on segment expenses. We will adopt the accounting guidance in our Annual Report on Form 10-K for the year ended December 29, 2024. We do not anticipate the updated standard will have a material impact on our financial statement disclosures.

In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. The updated guidance requires additional disclosures on income tax rate reconciliation and income taxes paid, among other things. We will adopt the accounting guidance in our Annual Report on Form 10-K for the year ended December 27, 2025. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Basic and diluted income (loss) per common share attributable to common stockholders are calculated using the weighted average number of common shares outstanding for the period. Diluted income (loss) per common share attributable to common stockholders is computed by dividing the income (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 year 2021, 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, except per share information):


	Fiscal Year
	2023		2022		2021
Net income (loss) attributable to Potbelly Corporation	$	5,119	$	4,345	$	(23,784)
Weighted average common shares outstanding-basic	29,201		28,625		27,640
Plus: Effect of potentially dilutive stock-based compensation awards	490		414		—
Plus: Effect of potential warrant exercise	397		26		—
Weighted average common shares outstanding-diluted	30,088		29,065		27,640
Income (loss) per share available to common stockholders-basic	$	0.18	$	0.15	$	(0.86)
Income (loss) per share available to common stockholders-diluted	$	0.17	$	0.15	$	(0.86)
Potentially dilutive shares that are considered anti-dilutive:
Shares	367		618		1,951

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Fair Value Measurements Measured on a Recurring Basis


	December 31, 2023		December 25, 2022

Assets - Level 1
Money market funds	$	6,398	$	—
Financial assets measured at fair value on recurring basis	$	6,398	$	—

Schedule of Cash and Cash Equivalents


	December 31, 2023		December 25, 2022

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	33,788	$	15,619
Restricted cash, noncurrent	749		—
Total cash, cash equivalents and restricted cash shown on statement of cash flows	$	34,537	$	15,619

Restrictions on Cash and Cash Equivalents


	December 31, 2023		December 25, 2022

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	33,788	$	15,619
Restricted cash, noncurrent	749		—
Total cash, cash equivalents and restricted cash shown on statement of cash flows	$	34,537	$	15,619

Debt and Credit Facilities (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Component of Long-term Debt

The components of long-term debt were as follows (in thousands):


	December 31, 2023		December 25, 2022
Term loan credit facility	$	22,162	$	—
Unamortized debt issuance costs	(1,744)		—
Revolving credit facility	—		8,550
Less: current portion of long-term debt	(1,250)		—
Total long-term debt	$	19,168	$	8,550

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
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+ Details

Earnings (Loss) Per Share - Additional Information (Detail) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Earnings (Loss) Per Share [Line Items]
Potential common shares included in diluted shares outstanding (in shares)	367,000	618,000	1,951,000
Common Share Options
Earnings (Loss) Per Share [Line Items]
Potential common shares included in diluted shares outstanding (in shares)	0

Franchise Growth Acceleration Initiative

12 Months Ended

Dec. 31, 2023

Other Industries [Abstract]

Franchise Growth Acceleration Initiative

The following is a summary of the refranchising activities recorded as a result of the Franchise Growth Acceleration Initiative during the year ended December 31, 2023:


	December 31, 2023		December 25, 2022
Number of shops sold to franchises	33		0

Proceeds from sales of company-operated shops	$	6,433	$	—
Net assets sold	(3,563)		—
Goodwill related to the company-operated shops sold to franchisees	(166)		—
Gain on sale of company-operated shops, net	2,705		—

Adjustment to recognize held-for-sale assets at fair value	(503)		—
Other expenses(a)	(60)		—
Gain on Franchise Growth Acceleration Initiative activities	$	2,142	$	—

______________________________

(a) These costs primarily include professional service fees and travel expenses incurred to execute the refranchising transaction

Revenue - Summary of Expected Revenue Recognition Related to Contract Liabilities (Detail) $ in Thousands	Dec. 31, 2023 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 12,425
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	$ 6,375
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	$ 1,176
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	$ 877
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	$ 859
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 398
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligations	$ 2,740
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Leases - Lessor Disclosures (Details) $ in Thousands	3 Months Ended	12 Months Ended
Leases - Lessor Disclosures (Details) $ in Thousands	Dec. 25, 2022 store	Dec. 31, 2023 USD ($) store	Dec. 25, 2022 USD ($)
Leases [Abstract]
Number of subleases \| store	0	33
Operating lease income		$ 2,139	$ 0
Variable lease income		806	0
Franchise rental income		$ 2,945	$ 0
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]		Franchise support, rent and marketing expenses	Franchise support, rent and marketing expenses
Franchise lease expense		$ 3,000

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Location	Chicago, Illinois
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34

Capital Stock	12 Months Ended
Capital Stock	Dec. 31, 2023
Equity [Abstract]
Capital Stock	Capital Stock As of December 31, 2023 and December 25, 2022, we had authorized an aggregate of 210 million shares of capital stock, of which 200 million shares were designated as common stock and 10 million shares were designated as preferred stock. As of December 31, 2023, we had issued and outstanding 38.7 million and 29.4 million shares of common stock, respectively. As of December 25, 2022, we had issued and outstanding 38.7 million and 28.8 million shares of common stock, respectively. Common Stock On May 8, 2018, we announced that our 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 2023. We do not have plans to repurchase any common stock under its stock repurchase program at this time. As of December 31, 2023, 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. In fiscal year 2023, 176,272 warrants were exercised at the exercise price of $5.45 per warrant. As of December 31, 2023, we had 1,123,589 warrants outstanding that are exercisable through August 12, 2026. 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 8, 2024, we have not sold any shares under the sales agreement.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]
Contributions made to profit sharing plan	$ 0.6	$ 0.9	$ 0.3

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Business

Potbelly Corporation, a Delaware corporation, together with its subsidiaries (collectively referred to as “the Company,” “Potbelly,” “we,” “us”, or “our”), owns and operates 345 company-operated shops in the United States as of December 31, 2023. Additionally, Potbelly franchisees operate 79 shops domestically.

Basis of Presentation

Basis of PresentationWe 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.

Principles of Consolidation

Reporting Period

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 year 2023 consists of 53 weeks and fiscal years 2022 and 2021 each consisted of 52 weeks.

Segment Reporting

Use of Estimates

Fair Value Measurements

•Level 1 — Quoted prices in active markets for identical assets or liabilities.


	December 31, 2023		December 25, 2022

Assets - Level 1
Money market funds	$	6,398	$	—
Financial assets measured at fair value on recurring basis	$	6,398	$	—

Financial Instruments

Cash and Cash Equivalents

Accounts Receivable, net

Accounts receivable, net consists of amounts owed from credit card processors, customers, third-party delivery platforms, franchisees, vendors and other miscellaneous receivables.

Inventories

Property and Equipment

Goodwill and Indefinite-Lived Intangible Assets

Revenue Recognition

Franchise Royalties and Fees

the service is provided to the franchisee. Revenue from support fees are recognized gross of the related expenses since we are the principal in the arrangement to provide those services.

Gift Card Redemptions / Breakage Revenue

Loyalty Program

Contract Costs

Leases

Potbelly Brand Fund

Franchise Support, Rent and Marketing Expenses

Franchise support, rent and marketing expensesFranchise support, rent and marketing expenses include Brand Fund, information technology, supply chain, occupancy and operations expenses for franchised shops. Other than occupancy, these expenses are expensed as incurred. Occupancy expenses are recognized consistent with our lease policy described above.

Stock-Based Compensation

Pre-opening Costs

Franchise Growth Acceleration Initiative

Impairment of Long-Lived Assets

Income Taxes

Recent Accounting Pronouncements

Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Warrants	Additional Paid-In- Capital	Accumulated Deficit	Non- Controlling Interest
Balance, beginning period (in shares) at Dec. 27, 2020		24,323
Beginning balance at Dec. 27, 2020	$ 5,495	$ 339	$ (113,266)	$ 0	$ 438,174	$ (319,477)	$ (275)
Net income (loss)	(23,623)					(23,784)	161
Shares issued under equity compensation plans (in shares)		807
Shares issued under equity compensation plans	(1,311)	$ 9	(1,311)		(9)
Proceeds from exercise of stock options	219				219
Issuance of common shares and warrants (in shares)		3,250
Issuances of common shares and warrants, net of fees	14,839	$ 32		2,566	12,241
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
Balance, ending period (in shares) at Dec. 26, 2021		28,380
Ending balance at Dec. 26, 2021	(2,417)	$ 380	(114,577)	2,566	452,570	(343,261)	(95)
Net income (loss)	4,711					4,345	366
Shares issued under equity compensation plans (in shares)		439
Shares issued under equity compensation plans	(811)	$ 4	(811)		(4)
Distributions to non-controlling interest	(475)						(475)
Stock-based compensation expense	$ 3,265				3,265
Balance, ending period (in shares) at Dec. 25, 2022	28,819	28,819
Ending balance at Dec. 25, 2022	$ 4,273	$ 384	(115,388)	2,566	455,831	(338,916)	(204)
Net income (loss)	5,577					5,119	458
Shares issued under equity compensation plans (in shares)		368
Shares issued under equity compensation plans	(1,313)	$ 4	(1,313)		(4)
Issuance of common shares and warrants (in shares)		177
Issuances of common shares and warrants, net of fees	961	$ 1		(347)	1,307
Distributions to non-controlling interest	(854)						(854)
Stock-based compensation expense	$ 5,449				5,449
Balance, ending period (in shares) at Dec. 31, 2023	29,364	29,364
Ending balance at Dec. 31, 2023	$ 14,093	$ 389	$ (116,701)	$ 2,219	$ 462,583	$ (333,797)	$ (600)

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands			3 Months Ended	12 Months Ended
	May 18, 2023	Jun. 24, 2020	Sep. 25, 2022	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021	Jun. 10, 2019	May 16, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)				0	0	0
Stock-based compensation expense				$ 5,450,000	$ 3,265,000	$ 2,137,000
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable period from the date of grant				10 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)				612	498	649
Stock-based compensation expense				$ 4,200,000	$ 2,700,000	$ 1,600,000
Unrecognized stock compensation expense				$ 4,200,000
Restricted Stock Units (RSUs) \| Non-Employee Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period			3 years
Restricted Stock Units (RSUs) \| First Anniversary \| Non-Employee Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				33.00%
Restricted Stock Units (RSUs) \| Second Anniversary \| Non-Employee Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				33.00%
Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche Three \| Non-Employee Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				33.00%
Common Share Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock compensation expense				$ 0
Common Share Options \| First Anniversary \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				25.00%
Common Share Options \| First Anniversary \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				20.00%
Common Share Options \| Second Anniversary \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				25.00%
Common Share Options \| Second Anniversary \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				20.00%
Common Share Options \| Share-Based Payment Arrangement, Tranche Three \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				25.00%
Common Share Options \| Share-Based Payment Arrangement, Tranche Three \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				20.00%
Common Share Options \| Share-based Payment Arrangement, Tranche Four \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				25.00%
Common Share Options \| Share-based Payment Arrangement, Tranche Four \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				20.00%
Common Share Options \| Share-based Payment Arrangement, Tranche Five \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				20.00%
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)				297	145
Performance Stock Units \| Market Vesting Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 1,300,000	$ 600,000	$ 500,000
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)				1,400
Exercise price of options outstanding, lower limit (in usd per share)				$ 10.59
Exercise price of options outstanding, higher limit (in usd per share)				$ 20.53
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 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period				5 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
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)				6,500
2013 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance (in shares)								600
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)	1,100	900		3,200

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 26	$ 16
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, outstanding (in shares)	29,364,000	28,819,000
Treasury stock, shares (in shares)	10,077,000	9,924,000

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Options Activity

A summary of stock option activity is as follows:


Options	Shares (Thousands)	Weighted Average Exercise Price		Aggregate Intrinsic Value (Thousands)		Weighted Average Remaining Term (Years)
Outstanding—December 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
Granted	—	—
Exercised	—	—
Canceled	(65)	10.65
Outstanding—December 25, 2022	473	$	12.22	$	—	1.46
Granted	—	—
Exercised	—	—
Canceled	(351)	11.70
Outstanding—December 31, 2023	122	$	13.71	$	—	1.44
Exercisable—December 31, 2023	122	$	13.71	$	—	1.44

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 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
Granted	498	6.11
Vested	(693)	5.77
Canceled	(48)	5.90
Non-vested as of December 25, 2022	908	$	4.25
Granted	612	7.46
Vested	(630)	5.63
Canceled	(89)	6.98
Non-vested as of December 31, 2023	801	$	7.18

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 26, 2021	130	$	8.43
Granted	145	$	10.15
Vested	—	$	—
Canceled	—	$	—
Non-vested as of December 25, 2022	275	$	9.34
Granted	297	9.45
Vested	(18)	4.30
Canceled	(40)	9.25
Non-vested as of December 31, 2023	513	$	9.59

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
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.

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. 31, 2023	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Shares
Beginning balance (in shares)	473	538	1,233
Granted (in shares)	0	0	0
Exercised (in shares)	0	0	(31)
Canceled (in shares)	(351)	(65)	(664)
Ending balance (in shares)	122	473	538	1,233
Exercisable (in shares)	122
Weighted Average Exercise Price
Outstanding at beginning balance (in usd per share)	$ 12.22	$ 12.03	$ 10.68
Granted (in usd per share)	0	0	0
Exercised (in usd per share)	0	0	7.24
Canceled (in usd per share)	11.70	10.65	9.75
Outstanding at ending balance (in usd per share)	13.71	$ 12.22	$ 12.03	$ 10.68
Exercisable (in usd per share)	$ 13.71
Aggregate intrinsic value	$ 0	$ 0	$ 0	$ 0
Options exercisable aggregate intrinsic value	$ 0
Weighted Average Remaining Term (Years)
Weighted average remaining term	1 year 5 months 8 days	1 year 5 months 15 days	2 years 4 months 6 days	2 years 5 months 26 days
Options exercisable weighted average remaining term	1 year 5 months 8 days

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue recognized from all revenue sources on point in time sales was $489.2 million, $450.9 million and $379.3 million for the fiscal years 2023, 2022 and 2021, respectively. Revenue recognized from sales over time was $2.2 million, $1.1 million and $0.8 million for the fiscal years 2023, 2022 and 2021, respectively.

We recognized gift card breakage income of $0.9 million, $0.7 million and $0.2 million for the fiscal years ended 2023, 2022 and 2021, 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 25, 2022	$	7,008	$	1,677
Ending balance as of December 31, 2023	8,028		4,397
Increase in contract liability	$	1,020	$	2,720

The aggregate value of remaining performance obligations on outstanding contracts was $12.4 million as of December 31, 2023. The overall increase in the liability during fiscal year 2023 was a result of new franchise development agreements, purchases of new gift cards and a net increase in the loyalty program liability, partially offset by amortization of initial franchise fees and gift card redemptions and breakage. 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
2024	$	6,375
2025	1,176
2026	877
2027	859
2028	398
Thereafter	2,740
Total revenue recognized	$	12,425

For fiscal year 2023, the amount of revenue recognized related to the December 25, 2022 liability ending balance was $4.7 million. For fiscal year 2022, the amount of revenue recognized related to the December 26, 2021 liability ending

balance was $2.5 million. This revenue related to gift card and loyalty program redemptions and recognition of initial franchise fees. For the years ended December 31, 2023 and December 25, 2022, we did not recognize any revenue from obligations satisfied (or partially satisfied) in prior periods.

Contract Costs

Deferred contract costs, which include sales commissions and site mapping fees, totaled $0.9 million as of December 31, 2023. Amortization expense for deferred costs was $0.1 million for fiscal year 2023. No contract costs were capitalized or amortized in fiscal year 2022. There was no impairment loss in relation to the costs capitalized for the periods presented.

- 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.

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+ Details

Franchise Growth Acceleration Initiative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) store	Dec. 25, 2022 USD ($) store	Dec. 26, 2021 USD ($)
Other Industries [Abstract]
Number of shops sold to franchises \| store	33	0
Proceeds from sales of company-operated shops	$ 6,433	$ 0
Net assets sold	(3,563)	0
Goodwill related to the company-operated shops sold to franchisees	(166)	0
Gain on sale of company-operated shops, net	2,705	0
Adjustment to recognize held-for-sale assets at fair value	(503)	0
Other expenses	(60)	0
Gain on Franchise Growth Acceleration Initiative activities	$ 2,142	$ 0	$ 0

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2023
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 $0.6 million, $0.9 million, and $0.3 million for fiscal years 2023, 2022 and 2021, respectively, which are recorded in labor and related expenses and general and administrative expenses in the consolidated statement of operations.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Property, Plant and Equipment [Abstract]
Losses on disposal of property and equipment	$ 0.5	$ 0.5	$ 2.4

Debt and Credit Facilities - Component of Long-term Debt (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (1,744)	$ 0
Less: current portion of long-term debt	(1,250)	0
Total long-term debt	19,168	8,550
Term loan credit facility
Debt Instrument [Line Items]
Long-term debt	22,162	0
Revolving credit facility
Debt Instrument [Line Items]
Long-term debt	$ 0	$ 8,550

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Debt and Credit Facilities

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt and Credit Facilities

The components of long-term debt were as follows (in thousands):


	December 31, 2023		December 25, 2022
Term loan credit facility	$	22,162	$	—
Unamortized debt issuance costs	(1,744)		—
Revolving credit facility	—		8,550
Less: current portion of long-term debt	(1,250)		—
Total long-term debt	$	19,168	$	8,550

Term Loan

On February 7, 2023 (the “Closing Date”), we entered into a credit and guaranty agreement (the “Term Loan Credit Agreement”) with Sagard Holdings Manager LP as administrative agent (the “Administrative Agent”). The Term Loan Credit Agreement provides for a term loan facility with an aggregate commitment of $25 million (the “Term Loan”). Concurrent with entry into the Term Loan Credit Agreement, we repaid in full and terminated the obligations and commitments under our existing senior secured credit facility (the “Former Credit Facility”). Upon termination of the Former Credit Facility, we recognized a loss on extinguishment of debt of $0.2 million. The remaining proceeds from the Term Loan were used to pay related transaction fees and expenses, and for general corporate purposes.

The Term Loan Credit Agreement is scheduled to mature on February 7, 2028. We are required to make principal payments equal to 1.25% of the initial principal of the Term Loan on the last business day of each fiscal quarter. If not previously paid, any remaining principal balance must be repaid on the maturity date.

Loans under the Term Loan Credit Agreement will initially bear interest, at the Company’s option, at either the term SOFR plus 9.25% per annum or base rate plus 8.25% per annum.

As of December 31, 2023, the effective interest rate was 15.63%.

We may prepay the Term Loan in agreed-upon minimum principal amounts, subject to prepayment fees equal to (a) if the prepayment occurs on or prior to the one (1) year anniversary of the Closing Date, a customary make-whole amount plus 3.00% of the outstanding principal balance of the Term Loan, (b) if the prepayment occurs after such one (1) year anniversary and prior to the two (2) year anniversary of the Closing Date, 3.00% of the outstanding principal balance of the Term Loan, (c) if the prepayment occurs after such second anniversary of the Closing Date and prior to the three (3) year anniversary of the Closing Date 1.00% of the outstanding principal balance of the Term Loan and (d) thereafter, no prepayment fee.

Subject to certain customary exceptions, obligations under the Term Loan Credit Agreement are guaranteed by the Company and all of the Company’s current and future wholly-owned material domestic subsidiaries and are secured by a first-priority security interest in substantially all of the assets of the Company and its subsidiary guarantors.

The Term Loan Credit Agreement contains customary representations and affirmative and negative covenants. Among other things, these covenants restrict the Company’s and certain of its subsidiaries’ ability to incur indebtedness, make certain investments, pay dividends or repurchase stock, and make dispositions and acquisitions. In addition, the Term Loan Credit Agreement requires that the Company and its wholly-owned subsidiaries maintain certain total net leverage ratios as set forth in the Term Loan Credit Agreement, an average liquidity amount that shall not be less than $10 million, maximum capital expenditures per year and fixed charge coverage ratios each as set forth in the Term Loan Credit Agreement.

The Term Loan Credit Agreement also contains customary events of default. If an event of default occurs, the Administrative Agent and lenders are entitled to take various actions, including the acceleration of amounts due under the Term Loan Credit Agreement, termination of commitments thereunder and all other actions permitted to be taken by a secured creditor.

In connection with entering into the Term Loan Credit Agreement, we paid $2.2 million in debt issuance costs, all of which were capitalized. During the quarter and year to date ended December 31, 2023, we amortized $0.1 million and $0.3 million of debt issuance costs, respectively, using the effective interest method, which is included in interest expense in the condensed consolidated statement of operations. As of December 31, 2023, we had $24.1 million outstanding under the Credit Agreement. We are currently in compliance with all financial debt covenants.

On February 7, 2024, we repaid in full and terminated the obligations and commitments under the Term Loan Credit Agreement. Refer to Note 15 for additional information related to this transaction.

Former Credit Facility

On August 7, 2019, we entered into a second amended and restated revolving credit facility agreement (the "Former Credit Agreement") with JPMorgan Chase Bank, N.A. (“JPMorgan”). The Former 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 Former 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 Former 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 26, 2021, we subsequently amended the Former Credit Agreement during fiscal years 2020 and 2021. The Former Credit Agreement provides for a revolving credit facility in a maximum principal amount of $25 million.

On January 28, 2022, we entered into Amendment No. 6 (the "Sixth Amendment") to the Former Credit Agreement. The Sixth Amendment, among other things, (i) extended the maturity date under the Former Credit Agreement

from January 31, 2023 to May 31, 2023, (ii) changed the benchmark interest rates under the Former Credit Agreement for borrowings from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) subject to certain adjustments in the Sixth Amendment, (iii) increased the interest rate margin by 75 basis points with respect to any CBFR Loan (as defined in the Former Credit Agreement), (iv) sets the interest rate margin at 600 basis points with respect to any Term Benchmark Loan (as defined in the Former Credit Agreement), (v) amended certain financial covenant testing levels, and (vi) amended the definition of subsidiary to exclude the Potbelly Employee Relief Fund NFP, an Illinois not-for-profit corporation.

On May 31, 2022, we entered into Amendment No. 7 (the "Seventh Amendment") to the Former Credit Agreement. The Seventh Amendment, among other things (i) extended the maturity date under the Credit Agreement from May 31, 2023 to August 31, 2023 and (ii) amended certain financial covenant testing levels.

On September 23, 2022, we entered into Amendment No. 8 (the "Eighth Amendment") to the Former Credit Agreement. The Eighth Amendment, among other things (i) extended the maturity date under the Former Credit Agreement from August 31, 2023 to December 31, 2023 and (ii) amended certain financial covenant testing levels.

As of December 31, 2023, we had no amounts outstanding under the Former Credit Agreement due to the payment in full and termination of our obligations and commitments under the Credit Agreement on February 7, 2023. As of December 25, 2022, we had $8.6 million outstanding under the Former Credit Agreement.

On February 7, 2023, we repaid in full and terminated the obligations and commitments under the Former Credit Agreement.

- 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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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Leases - Components of Lease Cost (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022
Lessee Lease Description [Line Items]
Short-term lease cost	$ 313	$ 312
Total lease cost	55,998	54,431
Occupancy and General and Administrative Expenses
Lessee Lease Description [Line Items]
Operating lease cost	40,604	40,214
Variable lease cost	$ 15,082	$ 13,905

Stock-Based Compensation - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Number of RSUs
Non-vested beginning balance (in shares)	908	1,151	994
Granted (in shares)	612	498	649
Vested (in shares)	(630)	(693)	(479)
Canceled (in shares)	(89)	(48)	(13)
Non-vested ending balance (in shares)	801	908	1,151
Weighted Average Fair Value per Share
Weighted average fair value beginning balance (in usd per share)	$ 4.25	$ 4.87	$ 3.35
Weighted average fair value, granted (in usd per share)	7.46	6.11	6.16
Weighted average fair value, vested (in usd per share)	5.63	5.77	7.05
Weighted average fair value, canceled (in usd per share)	6.98	5.90	3.50
Weighted average fair value ending balance (in usd per share)	$ 7.18	$ 4.25	$ 4.87

Organization and Other Matters - Additional Information (Detail)	Dec. 31, 2023 shop
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of shops Potbelly Corporation owns or operates	345
Number of shops franchisees operate	79

Leases - Gains Recognized Upon Termination of Lease Contracts (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Termination	Dec. 25, 2022 USD ($) Termination
Leases [Abstract]
Leases terminated \| Termination	2	3
Lease termination fees	$ 458	$ 75
Right-of-use assets derecognized upon lease termination	571	505
Lease liabilities derecognized upon lease termination	941	663
Gain/(loss) recognized upon lease termination	$ (89)	$ 158

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Pay vs Performance Disclosure
Net income (loss) attributable to Potbelly Corporation	$ 5,119	$ 4,345	$ (23,784)

- Definition

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

+ References

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Current assets
Cash and cash equivalents	$ 33,788	$ 15,619
Accounts receivable, net of allowances of $26 and $16 as of December 31, 2023 and December 25, 2022, respectively	7,960	6,420
Inventories	3,516	3,990
Prepaid expenses and other current assets	7,828	4,501
Total current assets	53,092	30,530
Property and equipment, net	45,087	44,477
Right-of-use assets for operating leases	144,390	160,891
Indefinite-lived intangible assets	3,404	3,404
Goodwill	2,056	2,222
Restricted cash	749	0
Deferred expenses, net and other assets	3,681	3,647
Total assets	252,460	245,171
Current liabilities
Accounts payable	9,927	10,718
Accrued expenses	35,377	30,826
Short-term operating lease liabilities	24,525	27,395
Current portion of long-term debt	1,250	0
Total current liabilities	71,078	68,939
Long-term debt	19,168	8,550
Long-term operating lease liabilities	142,050	160,968
Other long-term liabilities	6,070	2,441
Total liabilities	238,367	240,898
Commitments and contingencies (Note 14)
Equity
Common stock, $0.01 par value—authorized 200,000 shares; outstanding 29,364 and 28,819 shares as of December 31, 2023 and December 25, 2022, respectively	389	384
Warrants	2,219	2,566
Additional paid-in-capital	462,583	455,831
Treasury stock, held at cost, 10,077 and 9,924 shares as of December 31, 2023, and December 25, 2022, respectively	(116,701)	(115,388)
Accumulated deficit	(333,797)	(338,916)
Total stockholders’ equity	14,693	4,477
Non-controlling interest	(600)	(204)
Total equity	14,093	4,273
Total liabilities and equity	$ 252,460	$ 245,171

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Feb. 25, 2024	Jun. 25, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-36104
Entity Registrant Name	POTBELLY CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4466837
Entity Address, Address Line One	111 N. Canal Street
Entity Address, Address Line Two	Suite 325
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	951-0600
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PBPB
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	false
Entity Filer Category	Accelerated Filer
Entity Small Business	true
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 231.5
Entity Common Stock, Shares Outstanding		29,602,526
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year covered by this Annual Report are incorporated by reference into Part III of this Annual Report.
Entity Central Index Key	0001195734
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Summary of Significant Accounting Policies - Schedule of Fair Value Measurements Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Assets - Level 1
Financial assets measured at fair value on recurring basis	$ 6,398	$ 0
Money Market Funds \| Fair Value, Inputs, Level 1
Assets - Level 1
Money market funds	$ 6,398	$ 0

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Accrued labor and related expenses	$	12,778	$	13,451
Deferred revenue	4,057		3,345
Gift card liability	3,972		3,630
Accrued marketing	2,904		635
Accrued occupancy and utilities	2,410		2,448
Accrued sales and use tax	2,135		1,732
Accrued liability insurance	2,039		1,654
Other accrued expenses	$	5,082	$	3,931
Total	$	35,377	$	30,826

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 31, 2023		December 25, 2022
Accrued contract termination costs—beginning balance	$	—	$	—
Contract termination costs incurred	458		153
Contract termination costs settled and paid	(458)		(153)
Accrued contract termination costs—ending balance	$	—	$	—

Income Taxes - Additional Information (Detail) - USD ($)	Dec. 31, 2023	Dec. 25, 2022	Mar. 31, 2019
Income Tax [Line Items]
Net operating loss carryforwards	$ 20,542,000	$ 22,566,000
Deferred tax assets, valuation allowance	35,439,000	37,210,000	$ 13,600,000
Unrecognized tax benefits, income tax penalties and interest accrued	0	0
Uncertain tax positions	0	0
Federal and State Income Tax
Income Tax [Line Items]
Net operating loss carryforwards	$ 20,500,000	$ 22,600,000

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Summary of Earnings (Loss) Per Share Calculation

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


	Fiscal Year
	2023		2022		2021
Net income (loss) attributable to Potbelly Corporation	$	5,119	$	4,345	$	(23,784)
Weighted average common shares outstanding-basic	29,201		28,625		27,640
Plus: Effect of potentially dilutive stock-based compensation awards	490		414		—
Plus: Effect of potential warrant exercise	397		26		—
Weighted average common shares outstanding-diluted	30,088		29,065		27,640
Income (loss) per share available to common stockholders-basic	$	0.18	$	0.15	$	(0.86)
Income (loss) per share available to common stockholders-diluted	$	0.17	$	0.15	$	(0.86)
Potentially dilutive shares that are considered anti-dilutive:
Shares	367		618		1,951

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Cash flows from operating activities:
Net income (loss)	$ 5,577	$ 4,711	$ (23,623)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	12,138	11,890	15,909
Noncash lease expense	25,814	25,792	25,856
Deferred income tax	0	18	18
Stock-based compensation expense	5,450	3,265	2,137
Asset impairment, store closure and disposal of property and equipment	1,058	3,651	4,572
Gain on Franchise Growth Acceleration Initiative activities	(2,202)	0	0
Loss/(gain) on extinguishment of debt	224	(10,191)	0
Amortization of debt issuance costs	482	270	305
Changes in operating assets and liabilities:
Accounts receivable, net	(1,580)	(387)	(1,677)
Inventories	177	(499)	(502)
Prepaid expenses and other assets	(3,989)	(520)	1,083
Accounts payable	(1,025)	2,239	326
Operating lease liabilities	(30,721)	(27,984)	(32,932)
Accrued expenses and other liabilities	8,086	221	3,655
Net cash provided by (used in) operating activities	19,488	12,476	(4,873)
Cash flows from investing activities:
Purchases of property and equipment	(17,053)	(8,426)	(9,048)
Proceeds from sales of refranchised shops	6,282	0	0
Net cash used in investing activities	(10,771)	(8,426)	(9,048)
Cash flows from financing activities:
Payment of debt issuance costs	(2,205)	(196)	(195)
Proceeds from issuance of common shares and warrants, net of fees	961	0	14,839
Proceeds from exercise of stock options	0	0	219
Employee taxes on certain stock-based payment arrangements	(1,312)	(813)	(1,298)
Distributions to non-controlling interest	(854)	(475)	(189)
Contributions from non-controlling interest	0	0	208
Net cash provided by (used in) financing activities	10,202	(2,784)	17,148
Net increase in cash and cash equivalents	18,918	1,266	3,227
Cash and cash equivalents at beginning of period	15,619	14,353	11,126
Cash and cash equivalents at end of period	34,537	15,619	14,353
Supplemental cash flow information:
Income taxes paid	278	139	185
Interest paid	3,483	936	608
Supplemental non-cash investing and financing activities:
(Loss)/gain on extinguishment of debt and accrued interest	(224)	10,191	0
Unpaid liability for purchases of property and equipment	1,008	778	460
Unpaid liability for employee taxes on certain stock-based payment arrangements	13	15	13
Term loan credit facility
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of debt issuance costs	300
Cash flows from financing activities:
Borrowings under long-term lines of credit	25,000	0	0
Repayments of lines of credit	(2,838)	0	0
Revolving credit facility
Cash flows from financing activities:
Borrowings under long-term lines of credit	14,600	39,050	38,000
Repayments of lines of credit	$ (23,150)	$ (40,350)	$ (34,436)

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	December 31, 2023		December 25, 2022
Leasehold improvements	$	140,203	$	149,375
Machinery and equipment	45,372		47,481
Furniture and fixtures	30,614		32,590
Computer equipment and software	37,769		37,710
Construction in progress	3,322		864
Property and equipment, gross	257,280		268,020
Less: Accumulated depreciation	(212,193)		(223,543)
Property and equipment, net	$	45,087	$	44,477

We recognized $0.5 million, $0.5 million and $2.4 million in 2023, 2022, and 2021, 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-operated shops.

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

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 25, 2022	$	7,008	$	1,677
Ending balance as of December 31, 2023	8,028		4,397
Increase in contract liability	$	1,020	$	2,720

Summary of Expected Revenue Recognition Related to Contract Liabilities

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


Years Ending	Amount
2024	$	6,375
2025	1,176
2026	877
2027	859
2028	398
Thereafter	2,740
Total revenue recognized	$	12,425

Stock-Based Compensation - Summary of PSU Activity (Detail) - Performance Stock Units - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022
Number of PSUs
Non-vested beginning balance (in shares)	275	130
Granted (in shares)	297	145
Vested (in shares)	(18)	0
Canceled (in shares)	(40)	0
Non-vested ending balance (in shares)	513	275
Weighted Average Fair Value per Share
Weighted average fair value beginning balance (in usd per share)	$ 9.34	$ 8.43
Weighted average fair value, granted (in usd per share)	9.45	10.15
Weighted average fair value, vested (in usd per share)	4.30	0
Weighted average fair value, canceled (in usd per share)	9.25	0
Weighted average fair value ending balance (in usd per share)	$ 9.59	$ 9.34

Debt and Credit Facilities - Additional Information (Detail)				3 Months Ended	12 Months Ended
	Feb. 07, 2023 USD ($)	Jan. 28, 2022	Aug. 07, 2019 USD ($)	Dec. 31, 2023 USD ($) Rate	Dec. 31, 2023 USD ($) Rate	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt					$ 239,000	$ (10,191,000)	$ 0
Effective interest rate \| Rate				15.63%	15.63%
Amortization of debt issuance costs					$ 482,000	270,000	$ 305,000
Term loan credit facility
Debt Instrument [Line Items]
Credit facility agreement, maximum principal amount	$ 25,000,000
Principal payments as a percentage of initial principal of term loan	0.0125
Debt covenant, minimum average liquidity	$ 10,000,000
Debt issuance costs	$ 2,200,000
Amortization of debt issuance costs				$ 100,000	300,000
Long-term debt				24,100,000	24,100,000
Term loan credit facility \| Prepayment Percentage One
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding	0.0300
Term loan credit facility \| Prepayment Percentage Two
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding	0.0300
Term loan credit facility \| Prepayment Percentage Three
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding	0.0100
Term loan credit facility \| SOFR
Debt Instrument [Line Items]
Credit facility agreement, interest rate	9.25%
Term loan credit facility \| Base Rate
Debt Instrument [Line Items]
Credit facility agreement, interest rate	8.25%
Revolving credit facility
Debt Instrument [Line Items]
Loss on extinguishment of debt	$ 200,000
Revolving credit facility
Debt Instrument [Line Items]
Long-term debt				$ 0	$ 0	$ 8,600,000
Revolving credit facility \| JPMorgan Chase Bank, N.A.
Debt Instrument [Line Items]
Credit facility agreement, maximum principal amount			$ 40,000,000
Commitment fee, percentage			0.20%
Revolving credit facility \| JPMorgan Chase Bank, N.A. \| Maximum Increase
Debt Instrument [Line Items]
Credit facility agreement, future increases			$ 20,000,000
Revolving credit facility \| JPMorgan Chase Bank, N.A. \| Fifth Credit Agreement Amendment
Debt Instrument [Line Items]
Credit facility agreement, maximum principal amount			$ 25,000,000
CBFR Loan \| Sixth Credit Agreement Amendment
Debt Instrument [Line Items]
Debt instrument, increase in interest rate		0.75%
Term Benchmark Loan \| Sixth Credit Agreement Amendment
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage		6.00%

Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Accrued Liabilities, Current [Abstract]
Accrued labor and related expenses	$ 12,778	$ 13,451
Deferred revenue	4,057	3,345
Gift card liability	3,972	3,630
Accrued marketing	2,904	635
Accrued occupancy and utilities	2,410	2,448
Accrued sales and use tax	2,135	1,732
Accrued liability insurance	2,039	1,654
Other accrued expenses	5,082	3,931
Total	$ 35,377	$ 30,826

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Components of Property and Equipment, Net

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


	December 31, 2023		December 25, 2022
Leasehold improvements	$	140,203	$	149,375
Machinery and equipment	45,372		47,481
Furniture and fixtures	30,614		32,590
Computer equipment and software	37,769		37,710
Construction in progress	3,322		864
Property and equipment, gross	257,280		268,020
Less: Accumulated depreciation	(212,193)		(223,543)
Property and equipment, net	$	45,087	$	44,477

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

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 1.2 million 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 0.6 million 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 and May 18, 2023, the 2019 Plan was amended and restated effective to increase the number of shares of common stock authorized for issuance by 0.9 million and 1.1 million shares, respectively, for a total of 3.2 million shares. As of December 31, 2023, there have been 6.5 million shares of restricted stock units and performance stock units granted under the 2019 Plan. As of December 31, 2023, there are 1.4 million 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 31, 2023 is $10.59 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 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
Granted	—	—
Exercised	—	—
Canceled	(65)	10.65
Outstanding—December 25, 2022	473	$	12.22	$	—	1.46
Granted	—	—
Exercised	—	—
Canceled	(351)	11.70
Outstanding—December 31, 2023	122	$	13.71	$	—	1.44
Exercisable—December 31, 2023	122	$	13.71	$	—	1.44

There were no stock option grants in 2023, 2022, or 2021.

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 31, 2023 and December 25, 2022, we did not recognize any stock based compensation expense for stock options. As of December 31, 2023, we do not have unrecognized stock-based compensation expense related to stock options.

Restricted stock units

We award RSUs to certain employees and certain non-employee members of our Board of Directors. Grants of RSUs to our Board of Directors 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 generally 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 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
Granted	498	6.11
Vested	(693)	5.77
Canceled	(48)	5.90
Non-vested as of December 25, 2022	908	$	4.25
Granted	612	7.46
Vested	(630)	5.63
Canceled	(89)	6.98
Non-vested as of December 31, 2023	801	$	7.18

For the years ended December 31, 2023, December 25, 2022 and December 26, 2021, we recognized stock-based compensation expense related to RSUs of $4.2 million, $2.7 million and $1.6 million, respectively. As of December 31, 2023, unrecognized stock-based compensation expense for RSUs was $4.2 million, which will be recognized though fiscal year 2026.

Performance stock units

We award 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 31, 2023, December 25, 2022 and December 26, 2021, we recognized stock-based compensation expense related to PSUs with market vesting conditions of $1.3 million, $0.6 million and $0.5 million, respectively.

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 26, 2021	130	$	8.43
Granted	145	$	10.15
Vested	—	$	—
Canceled	—	$	—
Non-vested as of December 25, 2022	275	$	9.34
Granted	297	9.45
Vested	(18)	4.30
Canceled	(40)	9.25
Non-vested as of December 31, 2023	513	$	9.59

Accrued Expenses - Summary of Accrued Contract Termination Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022
Schedule of Accrued Contract Termination Costs [Roll Forward]
Accrued contract termination costs—beginning balance	$ 0	$ 0
Contract termination costs incurred	458	153
Contract termination costs settled and paid	(458)	(153)
Accrued contract termination costs—ending balance	$ 0	$ 0

Income Taxes - Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Federal:
Current	$ 38	$ 0	$ 0
Deferred	22	(14)	(150)
Total	60	(14)	(150)
State and Local:
Current	782	399	161
Deferred	68	(58)	161
Total	849	341	322
Income tax expense	$ 909	$ 327	$ 172

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Accrued labor and related expenses	$	12,778	$	13,451
Deferred revenue	4,057		3,345
Gift card liability	3,972		3,630
Accrued marketing	2,904		635
Accrued occupancy and utilities	2,410		2,448
Accrued sales and use tax	2,135		1,732
Accrued liability insurance	2,039		1,654
Other accrued expenses	$	5,082	$	3,931
Total	$	35,377	$	30,826


	December 31, 2023		December 25, 2022
Accrued contract termination costs—beginning balance	$	—	$	—
Contract termination costs incurred	458		153
Contract termination costs settled and paid	(458)		(153)
Accrued contract termination costs—ending balance	$	—	$	—

Revenue - Summary of Current and Noncurrent Contract Liabilities from Contracts with Customers (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Customer Contract Liability, Current [Abstract]
Current contract liability, beginning balance	$ 7,008
Current contract liability, ending balance	8,028
Increase in contract liability	1,020
Customer With Contract Liability, Noncurrent [Abstract]
Noncurrent contract liability, beginning balance	1,677
Noncurrent contract liability, ending balance	4,397
Increase in contract liability	$ 2,720

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) Before Income Taxes

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


	Fiscal Year
	2023		2022		2021
Domestic operations	$	6,486	$	5,038	$	(23,451)

Components of Income Tax Expense (Benefit)

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


	Fiscal Year
	2023		2022		2021
Federal:
Current	$	38	$	—	$	—
Deferred	22		(14)		(150)
	60		(14)		(150)
State and Local:
Current	782		399		161
Deferred	68		(58)		161
	849		341		322
Income tax expense	$	909	$	327	$	172

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
	2023		2022		2021
U.S. federal statutory tax	21.0%		21.0%		21.0%
Computed “expected” tax expense/(benefit)	$	1,266	$	981	$	(4,959)
Increase (reduction) resulting from:
Valuation allowance	(1,526)		2,280		5,456
Rate change impact of net operating loss carryback	—		—		—
Minority interest	96		77		34
Permanent differences	805		(1,755)		1,004
State and local income taxes, net of federal income tax effect	793		(287)		(730)
FICA and other tax credits	(297)		(559)		(592)
Equity compensation	159		(43)		(237)
Other	—		—		—
Tax rate change	(387)		(367)		196
Income tax expense	$	909	$	327	$	172

Schedule of Deferred Tax Assets and Liabilities


	December 31, 2023		December 25, 2022
Deferred tax assets:
Net operating loss carryforwards	$	20,542	$	22,566
Accrued liabilities	2,625		1,838
Deferred revenue	1,944		514
Stock-based compensation	1,378		1,330
Property and equipment	3,290		3,380
Operating lease liabilities	43,799		49,802
Other	226		—
Tax credits and other carryforwards	2,794		3,761
Gross deferred tax assets	76,598		83,191
Valuation allowance	(35,439)		(37,210)
Net deferred tax assets	41,159		45,981
Deferred tax liabilities:
Prepaids	(477)		(351)
Right-of-use asset for operating leases	(39,179)		(43,818)
Intangible assets	(1,377)		(1,371)
Smallwares	(400)		(458)
Other	—		(169)
Total deferred tax liabilities	(41,433)		(46,167)
Net deferred tax liabilities	$	(274)	$	(186)

Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Income Tax Disclosure [Abstract]
Domestic operations	$ 6,486	$ 5,038	$ (23,451)

Revenue - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	$ 491,409	$ 451,973	$ 380,052
Revenue recognized related to prior periods	900	700	200
Aggregate value of remaining performance obligation on outstanding contracts	12,425
Revenue recognized related to liability ending balance	4,700	2,500
Deferred contract costs	900
Deferred contract costs, amortization expense	100
Deferred contract costs, capitalized or amortized		0
Deferred contract costs, impairment	0	0
Point in Time Sales
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	489,200	450,900	379,300
Over Time Sales
Disaggregation Of Revenue [Line Items]
Amount of revenue recognized	$ 2,200	$ 1,100	$ 800

Capital Stock - Additional Information (Detail) - USD ($)			12 Months Ended
	Nov. 03, 2021	Feb. 09, 2021	Dec. 31, 2023	Dec. 26, 2021	Dec. 25, 2022	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)			38,700,000		38,700,000
Common stock, outstanding (in shares)			29,364,000		28,819,000
Stock repurchase program, authorized amount							$ 65,000,000
Share repurchase program, remaining dollar value			$ 37,900,000
Common stock, par value (in usd per share)			$ 0.01		$ 0.01
Warrants outstanding (in shares)			1,123,589
Common Stock
Capital Unit [Line Items]
Common stock, outstanding (in shares)			29,364,000	28,380,000	28,819,000	24,323,000
Issuance of common shares and warrants (in shares)			177,000	3,250,000
Securities Purchase Agreement
Capital Unit [Line Items]
Issuance of common shares and warrants (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 shares and warrants (in shares)		1,299,861	176,272
Exercise price (in usd per share)		$ 5.45	$ 5.45
Proceeds from securities purchase agreement		$ 16,000,000
Placement agent fees and offering expenses		$ 1,000,000
William Blair
Capital Unit [Line Items]
Issuance of common shares and warrants (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