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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 29, 2013	Feb. 28, 2014	Jun. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	PBPB
Entity Registrant Name	Potbelly Corporation
Entity Central Index Key	0001195734
Current Fiscal Year End Date	--12-29
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		29,150,894
Entity Public Float			$ 0

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012
Current assets
Cash and cash equivalents	$ 69,579	$ 22,595
Accounts receivable, net of allowances of $6 and $16 as of December 29, 2013 and December 30, 2012, respectively	2,991	3,276
Inventories	2,263	1,910
Prepaid expenses and other current assets	6,965	4,683
Total current assets	81,798	32,464
Property and equipment, net	78,983	69,309
Intangible assets, net	3,404	3,404
Goodwill	1,428	1,428
Deferred income taxes	17,297	16,110
Deferred expenses, net and other assets	3,170	3,984
Total assets	186,080	126,699
Current liabilities
Accounts payable	2,078	2,586
Accrued expenses	16,337	14,553
Accrued income taxes	216	81
Current portion of long-term debt	74	74
Total current liabilities	18,705	17,294
Long-term debt, net of current portion	1,018	15,095
Deferred rent and landlord allowances	12,288	11,849
Other long-term liabilities	796	846
Total liabilities	32,807	45,084
Commitments and contingencies
Redeemable convertible preferred stock, $0.01 par value-authorized 10,000,000 and 17,183,632 shares as of December 29, 2013 and December 30, 2012, respectively; issued and outstanding no shares and 16,086,375 shares as of December 29, 2013, and December 30, 2012, respectively		250,343
Equity (deficit)
Common stock, $0.01 par value-authorized 200,000,000 and 35,500,000 shares as of December 29, 2013 and December 30, 2012, respectively; issued and outstanding 29,148,029 and 4,233,977 shares as of December 29, 2013 and December 30, 2012, respectively	291	42
Warrants	909	1,552
Additional paid-in-capital	383,077
Accumulated (deficit)	(231,232)	(170,518)
Total stockholders' equity (deficit)	153,045	(168,924)
Non-controlling interest	228	196
Total equity (deficit)	153,273	(168,728)
Total liabilities and equity (deficit)	$ 186,080	$ 126,699

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012
Statement Of Financial Position [Abstract]
Allowances on accounts receivable	$ 6	$ 16
Redeemable convertible preferred stock, par value	$ 0.01	$ 0.01
Redeemable convertible preferred stock, authorized	10,000,000	17,183,632
Redeemable convertible preferred stock, issued	0	16,086,375
Redeemable convertible preferred stock, outstanding	0	16,086,375
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	200,000,000	35,500,000
Common stock, issued	29,148,029	4,233,977
Common stock, outstanding	29,148,029	4,233,977

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Revenues
Sandwich shop sales, net	$ 298,574	$ 274,070	$ 237,463
Franchise royalties and fees	1,138	844	503
Total revenues	299,712	274,914	237,966
Sandwich shop operating expenses
Cost of goods sold, excluding depreciation	87,380	79,847	68,491
Labor and related expenses	83,579	77,479	67,036
Occupancy expenses	36,394	32,016	26,511
Other operating expenses	30,781	28,119	24,095
General and administrative expenses	39,656	29,624	26,911
Depreciation expense	17,875	16,219	14,838
Pre-opening costs	1,437	2,051	1,521
Impairment and loss on disposal of property and equipment	1,135	994	365
Total expenses	298,237	266,349	229,768
Income from operations	1,475	8,565	8,198
Interest expense	387	541	495
Other expense	2	6	1
Income before income taxes	1,086	8,018	7,702
Income tax (benefit) expense	(204)	(15,994)	537
Net income	1,290	24,012	7,165
Net income (loss) attributable to non-controlling interest	32	(34)
Net income attributable to Potbelly Corporation	1,258	24,046	7,165
Dividend declared and paid to common and preferred shareholders	(49,854)
Accretion of redeemable convertible preferred stock to maximum redemption value	(15,097)	(10,495)	(17,410)
Net (loss) income attributable to common stockholders	$ (63,693)	$ 13,551	$ (10,245)
Net (loss) income per common share attributable to common stockholders:
Basic	$ (6.29)	$ 0.72	$ (2.35)
Diluted	$ (6.29)	$ 0.66	$ (2.35)
Weighted average common shares outstanding:
Basic	10,132,805	4,013,414	4,359,930
Diluted	10,132,805	4,388,822	4,359,930

Consolidated Statements of Redeemable Convertible Preferred Stock and Equity (Deficit) - USD ($) $ in Thousands	Total	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Series C Preferred Stock [Member]	Series D Preferred Stock [Member]	Series E Preferred Stock [Member]	Series F Preferred Stock [Member]	Redeemable Convertible Preferred Stock [Member]	Common Stock [Member]	Warrants [Member]	Additional Paid-in Capital [Member]	Accumulated Earnings/(Deficit) [Member]	Noncontrolling Interest [Member]	Common Stock Including Accumulated Earnings (Deficit) [Member]	Preferred Stock Including Additional Paid in Capital [Member]
Beginning Balance at Dec. 26, 2010	$ (169,643)	$ 51,255	$ 40,178	$ 20,280	$ 19,500	$ 72,814	$ 24,517	$ 228,544	$ 50	$ 2,225		$ (171,918)
Beginning Balance, Preferred Shares at Dec. 26, 2010		4,197,377	3,290,294	1,646,595	1,250,000	4,194,366	2,007,743	16,586,375
Beginning Balance, Common Shares at Dec. 26, 2010									4,978,621
Net income	7,165											7,165
Repurchase of stock, value		$ (6,106)						$ (6,106)	$ (12)		$ (1,106)	(8,513)		$ (8,525)	$ 1,106
Repurchase of stock, shares		(500,000)						(500,000)	(1,180,748)
Exercise of stock warrants	1								$ 1
Exercise of stock warrants, additional paid in capital										(157)	157
Exercise of stock warrants, Shares									55,000
Exercise of stock options	$ 480								$ 1
Exercise of stock options, additional paid in capital											479
Exercise of stock options, Shares	120,000								120,000
Changes in redemption value of preferred stock	$ (17,410)	$ 5,488	$ 4,884	$ 2,465	$ (1,930)	$ 3,523	$ 2,980	$ 17,410			(3,266)	(14,144)
Amortization of stock-based compensation	1,524										1,524
Ending Balance at Dec. 25, 2011	(185,302)	$ 50,637	$ 45,062	$ 22,745	$ 17,570	$ 76,337	$ 27,497	$ 239,848	$ 40	2,068		(187,410)
Ending Balance, Preferred Shares at Dec. 25, 2011		3,697,377	3,290,294	1,646,595	1,250,000	4,194,366	2,007,743	16,086,375
Ending Balance, Common Shares at Dec. 25, 2011									3,972,873
Net income	24,012											24,046	$ (34)
Contributions from non-controlling interest	230												230
Issuance of stock warrants										909	(909)
Exercise of stock warrants	$ 2								$ 2
Exercise of stock warrants, additional paid in capital										(1,425)	1,425
Exercise of stock warrants, Shares	261,104								261,104
Changes in redemption value of preferred stock	$ (10,495)	$ 2,159	$ 1,921	$ 970	$ 749	$ 3,524	$ 1,172	$ 10,495			(3,341)	(7,154)
Amortization of stock-based compensation	2,825										2,825
Ending Balance at Dec. 30, 2012	$ (168,728)	$ 52,796	$ 46,983	$ 23,715	$ 18,319	$ 79,861	$ 28,669	$ 250,343	$ 42	1,552		(170,518)	196
Ending Balance, Preferred Shares at Dec. 30, 2012	16,086,375	3,697,377	3,290,294	1,646,595	1,250,000	4,194,366	2,007,743	16,086,375
Ending Balance, Common Shares at Dec. 30, 2012	4,233,977								4,233,977
Net income	$ 1,290											1,258	32
Beneficial conversion charge											50	(50)
Exercise of stock warrants	$ 1								$ 1
Exercise of stock warrants, additional paid in capital										(643)	643
Exercise of stock warrants, Shares	117,892								117,892
Exercise of stock options	$ 147								$ 1
Cash dividends declared	(49,854)										(49,854)
Exercise of stock options, additional paid in capital											146
Common stock issuance, net of fees	$ 108,321								$ 87		108,234
Exercise of stock options, Shares	99,000
Common stock issuance, net of fees, Shares									8,709,785
Conversion of preferred stock to common stock	$ 265,440	$ (56,378)	$ (50,171)	$ (25,324)	$ (19,570)	$ (83,384)	$ (30,613)	$ (265,440)	$ 160		265,280
Shares cancelled in lieu of payment of payroll taxes	(165)										(165)
Conversion of preferred stock to common stock, Shares		(3,697,377)	(3,290,294)	(1,646,595)	(1,250,000)	(4,194,366)	(2,007,743)	(16,086,375)	16,086,375
Changes in redemption value of preferred stock	(15,097)	$ 3,582	$ 3,188	$ 1,609	$ 1,251	$ 3,523	$ 1,944	$ 15,097			46,825	(61,922)
Excess tax benefits associated with exercise of stock options	308										308
Amortization of stock-based compensation	11,610										11,610
Ending Balance at Dec. 29, 2013	$ 153,273								$ 291	$ 909	$ 383,077	$ (231,232)	$ 228
Ending Balance, Preferred Shares at Dec. 29, 2013	0
Ending Balance, Common Shares at Dec. 29, 2013	29,148,029								29,148,029

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 1,290	$ 24,012	$ 7,165
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	17,875	16,219	14,838
Deferred income tax	(1,969)	(16,870)	113
Deferred rent and landlord allowances	440	987	(295)
Amortization of stock compensation expense	11,610	2,825	1,524
Excess tax benefit from stock-based compensation	(308)
Asset impairment, store closure and disposal of property and equipment	1,142	994	365
Amortization of debt issuance costs	64	154	151
Changes in operating assets and liabilities:
Accounts receivable, net	285	(922)	(389)
Inventories	(353)	(213)	(377)
Prepaid expenses and other assets	(2,076)	(838)	(1,467)
Accounts payable	(176)	(361)	(2,200)
Accrued and other liabilities	2,056	(902)	693
Net cash provided by operating activities	29,880	25,085	20,121
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(28,098)	(25,936)	(17,758)
Net cash used in investing activities	(28,098)	(25,936)	(17,758)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt		14,221	10,000
Payments on debt	(14,000)	(14,221)	(4,000)
Payments on note payable	(79)	(74)	(153)
Payment of deferred financing costs		(335)
Proceeds from exercise of stock options	147		480
Proceeds from exercise of stock warrants	1	2	1
Shares cancelled in lieu of payment of payroll taxes	(165)
Preferred stock repurchase			(5,000)
Common stock repurchase			(8,525)
Excess tax benefit from stock-based compensation	308
Issuance of common stock, net of underwriting fees	110,343
Payment of costs associated with initial public offering	(1,499)	(523)
Contributions from non-controlling interest		230
Cash dividend on preferred and common stock	(49,854)
Net cash provided by (used in) financing activities	45,202	(700)	(7,197)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	46,984	(1,551)	(4,834)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	22,595	24,146	28,980
CASH AND CASH EQUIVALENTS AT END OF PERIOD	69,579	22,595	24,146
Supplemental cash flow information:
Income taxes paid	1,808	1,050	452
Interest paid	332	383	344
Supplemental non-cash investing and financing activities:
Unpaid liability for purchases of property and equipment	2,636	2,262	451
Accretion of redeemable convertible preferred stock to maximum redemption value	$ 15,097	$ 10,495	$ 17,410

Organization and Other Matters	12 Months Ended
Organization and Other Matters	Dec. 29, 2013
Accounting Policies [Abstract]
Organization and Other Matters	(1) Organization and Other Matters Business Potbelly Corporation (the “Company” or “Potbelly”), through its wholly-owned subsidiary, Potbelly Sandwich Works LLC, operates Potbelly Sandwich Works sandwich shops in 21 states and the District of Columbia. As of fiscal years ended 2011, 2012 and 2013, the Company had 234, 264 and 296 company-operated shops in operation, respectively. During fiscal year 2011, the Company opened 21 new shops and closed five shops. During fiscal year 2012, the Company opened 31 new shops and closed one shop. During fiscal year 2013, the Company opened 34 new shops and closed two shops. The Company also sells and administers franchises of new Potbelly Sandwich Works sandwich shops. The first domestic and international franchise locations administered by the Company opened during February 2011. As of December 29, 2013, eleven franchised shops were in operation in domestic locations and twelve franchised shops were in operation in the Middle East. Initial Public Offering On October 9, 2013, the Company completed an initial public offering (“IPO”) of 8,625,000 shares of common stock, which included 1,125,000 shares of common stock issued upon the exercise in full of the underwriters’ option to purchase additional shares. The Company sold 8,474,869 shares of common stock and certain stockholders sold 150,131 shares of common stock. The Company received net proceeds from the offering of approximately $108.8 million, after deducting the underwriting discount and other estimated offering expenses. The Company did not receive any proceeds from the shares sold by the selling stockholders. The Company used the net proceeds received from the sale of its shares to pay a previously-declared one-time cash dividend of $49.9 million on shares outstanding on October 8, 2013 and also to repay borrowings of approximately $14.0 million under its senior credit facility. The Company will continue to use the remaining proceeds for working capital and general corporate purposes. Because the initial public offering was a qualified IPO, as defined, all outstanding preferred stock automatically converted into common stock upon the closing of the offering. All dividends accrued on the shares of preferred stock were forfeited at the time of such conversion. Additionally, all outstanding options to purchase non-voting common stock of the Company automatically converted into options to purchase common stock upon the closing of the initial public offering.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 29, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Potbelly Corporation; its wholly owned subsidiary, Potbelly Illinois, Inc. (“PII”); PII’s wholly owned subsidiaries, Potbelly Franchising, LLC, Potbelly Sandwich Works LLC (“LLC”) and 17 of LLC’s wholly owned subsidiaries, collectively, the “Company.” All significant intercompany balances and transactions have been eliminated in consolidation. For consolidated joint venture, non-controlling interest represents the non-controlling partner’s share of the assets, liabilities and operations related to the joint venture investment in Potbelly Airport II Boston, LLC, related to one shop located in the Boston Logan International Airport. The Company owns a seventy-five percent interest in this consolidated joint venture.

The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements.

(b) Reporting Period

The Company uses a 52/53-week fiscal year that ends on the last Sunday of the calendar year. Approximately every five or six years a 53rd week is added. Fiscal 2011 and fiscal 2013 each consisted of 52 weeks. Fiscal 2012 consisted of 53 weeks.

(c) Segment Reporting

The Company owns and operates Potbelly Sandwich Works sandwich shops in the United States. The Company also has domestic and international franchise operations of new Potbelly Sandwich Works sandwich shops. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis, the Company has one operating segment and one reportable segment.

(d) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions, primarily related to the long-lived assets, income taxes, stock-based compensation and common stock equity valuations, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(e) Fair Value Measurements

The Company applies fair value accounting for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company assumes the highest and best use of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

•

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

•

Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Inputs that are both unobservable and significant to the overall fair value measurement reflect an entity’s estimates of assumptions that market participants would use in pricing the asset or liability.

(f) Financial Instruments

The Company records all financial instruments at cost, which is the fair value at the date of transaction. The amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of the short-term maturities of these instruments.

(g) Cash and Cash Equivalents

The Company considers all highly liquid investment instruments with an initial maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits; however, the Company has not experienced any losses in these accounts. The Company believes it is not exposed to any significant credit risk. The Company’s money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. These are included within cash equivalents and restricted cash as Level 1 measurements.

(h) Accounts Receivable, net

Accounts receivable, net consists of credit card and miscellaneous receivables. The Company had credit card receivables of $1.4 million, $1.6 million and $3.0 million as of December 25, 2011, December 30, 2012 and December 29, 2013, respectively.

(i) Inventories

Inventories, which consist of food products, paper goods and supplies, and promotional items, are valued at the lower of cost (first-in, first-out) or market. No adjustment is deemed necessary to reduce inventory to the lower of cost or market value due to the rapid turnover and high utilization of inventory.

(j) Property and Equipment

Property and equipment acquired is recorded at cost less accumulated depreciation. Property and equipment is depreciated based on the straight-line method over the estimated useful lives, generally ranging from three to five years for furniture and fixtures, computer equipment, computer software, and machinery and equipment. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease life, generally 10 to 15 years. For leases with renewal periods at the Company’s option, the Company determines the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease.

Direct costs and expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized, whereas the costs of repairs and maintenance are expensed when incurred. The Company capitalizes certain internal costs associated with the development, design, and construction of new shop locations as these costs have a future benefit to the Company. The Company capitalized costs of $0.6 million, $0.7 million and $0.7 million for the fiscal years ended December 25, 2011, December 30, 2012 and December 29, 2013, respectively. 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 balance sheet and any gain or loss is recorded in the statement of operations.

The Company assesses potential impairments to its long-lived assets, which includes property and equipment, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Shop-level assets are grouped together for the purpose of the impairment assessment. Due to unfavorable operating results at certain shops, the Company assessed the related assets for impairment for fiscal years 2011, 2012 and 2013. The fair value of the shop assets was determined using the discounted future cash flow method of anticipated cash flows through the shop’s lease-end date using fair value measurement inputs classified as Level 3. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company used a weighted average cost of capital to discount the future cash flows. The Company recorded impairment charges of $0.4 million, $0.2 million and $1.1 million for the fiscal years 2011, 2012 and 2013, respectively, which is included in impairment and loss on disposal of property and equipment in the consolidated statements of operations. As a result of Hurricane Sandy, the Company recorded a charge of $0.8 million related to the disposal of assets damaged by the storm in fiscal 2012.

(k) Intangible Assets

The Company reviews indefinite-lived intangible assets, which includes goodwill and tradenames, annually at fiscal year-end for impairment or more frequently if events or circumstances indicate that the carrying value may not be recoverable. An impaired asset is written down to its estimated fair value based on the most recent information available. The Company assesses the fair values of its intangible assets, and its reporting unit for goodwill testing purposes, using both an income-based approach and a market approach. Under the income approach, fair value is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including forecasted revenues and expenses, appropriate discount rates and other variables. The market approach measures fair value by comparison to the observed fair values of comparable companies, adjusted for the relative size and profitability of these comparable companies. The annual impairment review utilizes the estimated fair value of the intangible assets and the overall reporting unit and compares the estimated fair values to the carrying values as of the testing date. If the carrying value of these intangible assets or the reporting unit exceeds the fair values, the Company would then use the fair values to measure the amount of any required impairment charge. No impairment charge was recognized for intangible assets for any of the fiscal periods presented.

(l) Pre-opening Costs

Pre-opening costs are expensed as incurred and primarily consist of manager salaries and training, travel, employee payroll, and related training costs incurred prior to the opening of a restaurant, as well as occupancy costs incurred from when the Company takes site possession to shop opening.

(m) Advertising Expenses

Advertising costs are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. Advertising expenses were $2.4 million, $1.8 million and $1.6 million in fiscal years 2011, 2012 and 2013, respectively.

(n) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are attributable 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 realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns.

The Company accounts for uncertain tax positions under current accounting guidance, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by tax authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

(o) Stock-Based Compensation

The Company’s 2001 Equity Incentive Plan, 2004 Equity Incentive Plan and 2013 Long-Term Incentive Plan permit the granting of awards to employees and non-employee officers, consultants, agents, and independent contractors of the Company in the form of stock appreciation rights, stock awards, and stock options. The Company accounts for its stock-based employee compensation in accordance with ASC 718, Stock Based Compensation. The Company’s stock option plan contained a performance condition that restricted certain option holders’ ability to exercise vested options until the consummation of an IPO under the Securities Act of 1933, as amended (the “Securities Act”), or at the discretion of the Company’s board of directors. As a result, compensation cost related to vested employee stock options with these performance conditions was not recognized until October 2013 when the performance conditions were met as a result of the IPO. The Company recorded a $7.6 million charge associated with vested options, which was determined using the Black-Scholes option pricing valuation model. For stock options granted without performance conditions, the Company records stock compensation expense on a straight-line basis over the vesting period based on the grant-date fair value of the option, determined using the Black-Scholes option pricing valuation model.

(p) Leases

The Company leases retail shops, warehouse and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, lease premiums, rent escalation clauses, and/or contingent rent provisions. For purposes of recognizing incentives, premiums, and minimum rental expenses on a straight-line basis over the terms of the leases, the Company uses the date it takes possession of the leased space for construction purposes as the beginning of the term, which is generally two to three months prior to a shop’s opening date. For leases with renewal periods at the Company’s option, the Company determines the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease. In addition to rental expense, certain leases require the Company to pay a portion of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent.

For tenant improvement allowances, rent escalations, and rent holidays, the Company records a deferred rent liability in its consolidated balance sheets and amortizes the deferred rent over the terms of the leases as reductions to occupancy expense in the consolidated statements of operations.

(q) Revenue Recognition

Revenue from retail shops are presented net of discounts and recognized when food and beverage products are sold. 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.

Revenues from the Company’s gift cards are deferred and recognized upon redemption or after a period of 36 months of inactivity on gift card balances (“gift card breakage”) and the Company does not have a legal obligation to remit the value of the unredeemed gift cards to the relevant jurisdictions. The Company recognized $0.2 million, $0.1 million and $0.1 million in gift card breakage income included in other operating expenses in the consolidated statements of operations for the fiscal years ended 2011, 2012 and 2013, respectively.

The Company earns an initial franchise fee and ongoing royalty fees under the Company’s franchise agreements. Initial franchise fee revenue is recognized at the point a franchise shop opens for business to the public, as this is the point in time when the Company has substantially performed all initial services required under the franchise agreement. The Company recognized franchise fee revenue of $0.2 million in each fiscal year 2011 and 2012 and $0.3 million in fiscal year 2013. Initial franchise fee payments received by the Company before the shop opens are recorded as deferred revenue in the consolidated balance sheet. The Company had deferred revenue of $0.1 million, $0.1 million and $0.2 million recorded as accrued expenses as of December 25, 2011, December 30, 2012 and December 29, 2013, respectively. Royalty fees are based on a percentage of sales and are recorded as revenue as the fees are earned and become receivable from the franchisee. The Company recognized royalty fees revenue of $0.3 million, $0.7 million and $0.8 million for fiscal years 2011, 2012, and 2013, respectively.

(r) Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This guidance requires an unrecognized tax benefit related to a net operating loss carryforward, a similar tax loss or a tax credit carryforward to be presented as a reduction to a deferred tax asset, unless the tax benefit is not available at the reporting date to settle any additional income taxes under the tax law of the applicable tax jurisdiction. The guidance is effective for fiscal years and interim periods beginning after December 15, 2013, with early adoption permitted. The adoption of this guidance is not expected to have a material effect on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force),” which amends ASC 402, “Liabilities.” The amendments provide guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied retrospectively. The adoption of this guidance is not expected to have a material effect on the Company’s consolidated financial statements.

(s) Commitments and Contingencies

The Company is subject to legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of ultimate liability with respect to those actions should not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

Many of the food products the Company purchases are subject to changes in the price and availability of food commodities, including, among other things, beef, poultry, grains, dairy and produce. The Company works with its suppliers and uses a mix of forward pricing protocols for certain items including agreements with its supplier on fixed prices for deliveries at some time in the future and agreements on a fixed price with its supplier for the duration of that protocol. The Company also utilizes formula pricing protocols under which the prices the Company pays are based on a specified formula related to the prices of the goods, such as spot prices. The Company’s use of any forward pricing arrangements varies substantially from time to time and these arrangements tend to cover relatively short periods (i.e., typically twelve months or less). Such contracts are used in the normal purchases of the Company’s food products and not for speculative purposes, and as such are not required to be evaluated as derivative instruments. The Company does not enter into futures contracts or other derivative instruments.

Earnings per share

12 Months Ended

Dec. 29, 2013

Earnings Per Share [Abstract]

Earnings per share

(3) Earnings per share

Basic and diluted income (loss) per common share attributable to common stockholders have been 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 utilizing the two-class method by the weighted average number of fully diluted common shares outstanding. The Company’s redeemable convertible preferred stock were all considered participating securities requiring the two-class method to calculate basic and diluted earnings per share. In periods of a net loss attributable to common stockholders, the redeemable convertible preferred stock were excluded from the computation of basic earnings per share due to the fact that they are not required to fund losses and the redemption amount is not reduced as a result of losses. For the fiscal years 2011 and 2012, the dilutive securities did not include stock options awarded to employees that had a performance condition requiring the completion of an initial public offering of common stock, as that performance condition was not satisfied at the reporting date and the holders of these options did not have rights to our undistributed earnings until that time.


	Fiscal Year
	2013			2012			2011
Calculation of undistributed income (loss) for basic and diluted shares:
Net income (loss) attributable to Potbelly Corporation	$	1,258		$	24,046		$	7,165
Less: Dividend paid to common and preferred stockholders		(49,854	)		—			—
Less: Accretion of redeemable convertible preferred stock to maximum redemption value		(15,097	)		(10,495	)		(17,410	)

Undistributed (loss) income for basic and diluted shares	$	(63,693	)	$	13,551		$	(10,245	)

Allocation of undistributed income (losses) to participating securities:
Common shares	$	(63,693	)	$	2,878		$	(10,245	)
Redeemable convertible preferred shares		—			10,673			—

Undistributed (loss) income	$	(63,693	)	$	13,551		$	(10,245	)

Weighted average common shares outstanding-basic		10,132,805			4,013,414			4,359,930
Plus: Effect of potential stock options exercise		—			18,052			—
Plus: Effect of potential warrant exercise		—			357,356			—

Weighted average common shares outstanding-diluted		10,132,805			4,388,822			4,359,930

Income (loss) per share available to common stockholders-basic	$	(6.29	)	$	0.72		$	(2.35	)
Income (loss) per share available to common stockholders-diluted	$	(6.29	)	$	0.66		$	(2.35	)
Potentially dilutive shares that are considered anti-dilutive:
Common share options		5,029,576			1,258,537			4,261,010
Warrants		247,704			—			378,996

Property and Equipment

12 Months Ended

Dec. 29, 2013

Property Plant And Equipment [Abstract]

Property and Equipment

(4) Property and Equipment

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


	December 29, 2013			December 30, 2012
Leasehold improvements	$	129,903		$	117,804
Machinery and equipment		34,610			28,490
Furniture and fixtures		22,188			19,605
Computer equipment and software		14,803			12,502
Construction in progress		4,197			2,856

		205,701			181,257
Less: accumulated depreciation		(126,718	)		(111,948	)

	$	78,983		$	69,309

Intangible assets and goodwill

12 Months Ended

Dec. 29, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible assets and goodwill

(5) Intangible assets and goodwill

Intangible assets and goodwill consisted of the following (in thousands):


	December 29, 2013		December 30, 2012
Goodwill	$	1,428	$	1,428
Trade name		3,404		3,404

Total	$	4,832	$	4,832

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Accrued Expenses

12 Months Ended

Dec. 29, 2013

Text Block [Abstract]

Accrued Expenses

(6) Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 29, 2013		December 30, 2012
Accrued labor and related expenses	$	4,739	$	4,108
Deferred gift card revenue		1,467		1,412
Accrued occupancy expenses		664		1,352
Deferred rent—current		1,495		1,234
Accrued corporate and shop expenses		2,692		1,357
Accrued utilities		963		1,122
Accrued sales and use tax		935		1,034
Accrued construction		2,002		1,267
Accrued contract termination costs (a)		93		151
Accrued professional fees		236		546
Accrued other		1,051		970
Total	$	16,337	$	14,553

(a)	The Company incurs expenses associated with exit activity for certain signed lease agreements, which are recognized in general and administrative expenses. Accrued contract termination costs consisted of the following (in thousands):


	December 29, 2013			December 30, 2012
Accrued contract termination costs—beginning balance	$	151		$	91
Contract termination costs incurred		13			170
Contract termination costs settled and paid		(71	)		(110	)

Accrued contract termination costs—ending balance	$	93		$	151

Income Taxes

12 Months Ended

Dec. 29, 2013

Income Tax Disclosure [Abstract]

Income Taxes

(7) Income Taxes

Income before income taxes for the Company’s domestic and foreign operations was as follows (in thousands):


	Fiscal Year
	2013		2012		2011
Domestic operations	$	605	$	8,018	$	7,702
Foreign operations		481		—		—

Total	$	1,086	$	8,018	$	7,702

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


	Fiscal Year
	2013			2012			2011
Federal:
Current	$	—		$	—		$	—
Deferred		(818	)		(13,610	)		89

		(818	)		(13,610	)		89
State and Local:
Current		1,394			876			424
Deferred		(838	)		(3,260	)		24

		556			(2,384	)		448
Foreign:
Current		58			—			—
Deferred		—			—			—

		58			—			—

Income tax (benefit) expense	$	(204	)	$	(15,994	)	$	537

Income tax expense differed from the amounts computed by applying the U.S. federal income tax rates to income before income taxes as a result of the following (in thousands):


	Fiscal Year
	2013			2012			2011
Computed “expected” tax expense	$	380		$	2,726		$	$2,619
Increase (reduction) resulting from:
Permanent differences		63			—			—
State and local income taxes, net of federal income tax effect		145			358			424
FICA and other tax credits		(113	)		(41	)		—
Change in valuation allowance		—			(19,078	)		(2,619	)
Non-deductible IPO costs		195			—			—
Rate change and true-ups		(877	)		—			—
Other, net		3			41			113

	$	(204	)	$	(15,994	)	$	537

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities reflected in the consolidated balance sheets are presented below (in thousands):


	December 29, 2013			December 30, 2012
Deferred tax assets—current:
Accrued liabilities	$	1,238		$	1,174
Deferred revenue on gift certificates and gift cards		96			79
Deferred tax assets—non-current:
Net operating loss carryforwards		583			2,810
Stock-based compensation		8,391			3,640
Property and equipment depreciation		6,415			6,922
Deferred rent and start-up amortization		3,470			3,085
Accrued liabilities		347			56
FICA and other tax credits		55			292

Total deferred tax assets		20,595			18,058
Less: valuation allowance		(57	)		(47	)

Net deferred tax assets		20,538			18,011

Deferred tax liabilities—current:
Prepaids		(553	)		(339	)
Deferred tax liabilities—non-current:
Intangible asset		(1,012	)		(865	)
Smallwares		(607	)		(697	)
Other timing differences		(288	)		—

Total gross deferred tax liabilities		2,460			1,901

Net deferred tax assets (liabilities)	$	18,078		$	16,110

As of December 29, 2013, the Company had available net operating loss carryforwards for state income tax purposes of approximately $9.2 million that will expire between 2019 and 2023, if unused. These net operating losses accounted for deferred tax assets of approximately $0.6 million for the year ended December 29, 2013. The Company also has an additional $0.7 million of federal net operating losses and $0.5 million of income tax credits as a result of excess tax benefits, which are not recognized for book purposes until realized.

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740—Income Taxes, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of the temporary differences between the book and tax basis of recorded assets and liabilities. The Company makes estimates and judgments with regard to the calculation of certain income tax assets and liabilities. ASC 740 requires that deferred tax assets be reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. The Company has a significant amount of deferred tax assets recorded on its balance sheet, primarily related to timing differences for long-lived assets, stock-based compensation and deferred rent. Prior to fiscal year 2012, the Company determined that it was more likely than not its deferred tax assets would not be fully realizable based on a history of operating losses incurred and established a full valuation allowance in accordance with ASC Topic 740. Throughout fiscal 2012, the Company evaluated evidence to determine if releasing the valuation allowance is appropriate and concluded in the fourth quarter of fiscal 2012 that it was more likely than not the deferred tax assets would ultimately be realized. In determining the likelihood of future realization of the deferred tax assets as of December 30, 2012, the Company considered both positive and negative evidence and weighted the effect of such evidence based upon its objectivity. As a result of the Company’s analysis of both positive and negative evidence, it was determined that the weight of the positive evidence, primarily related to the cumulative income in the most recent three years and achievement of a sustained level of profitability, was sufficient to overcome the weight of the negative evidence, primarily related to continued uncertainty in the condition of the macro-economic environment, and a $16.9 million benefit was recorded to release the full valuation allowance against its deferred tax assets in the fourth quarter of 2012.

In accordance with its accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. The policy did not change as a result of the adoption of “FIN No. 48.” As of December 30, 2012 and December 29, 2013, the Company had no interest or penalties accrued.

The tax years prior to 2010 are generally closed for examination by the United States Internal Revenue Service as a result of previous audits; however, these tax years may be subject to audit as a result of the Company utilizing net operating losses currently recorded. State statutes are generally open for audit for the 2008 to 2012 tax years. Additionally, the tax years from 2002 to 2007 are open for examination by certain state tax authorities due to net operating losses generated at the state level.

Long-term debt

12 Months Ended

Dec. 29, 2013

Debt Disclosure [Abstract]

Long-term debt

(8) Long-term debt

Long-term debt consisted of the following (in thousands):


	December 29, 2013		December 30, 2012
Senior credit facility (a)	$	—	$	14,000
Note payable (b)		1,092		1,169

Total long-term debt		1,092		15,169
Less: Current portion		74		74

Long-term debt, net of current portion	$	1,018	$	15,095

The fair value of the current and long-term debt approximates the carrying value of the debt for all periods presented.

(a) Credit facility

JPMorgan Chase Bank, N.A.

On September 21, 2012, the Company entered into a five-year revolving credit facility agreement that expires in September 2017 and provides for borrowings up to $35.0 million to fund capital expenditures for new shops, renovations and maintenance of existing shops, and to provide ongoing working capital for other general and corporate purposes. The credit facility contains customary representations, warranties and negative and affirmative covenants, including a requirement to maintain a maximum leverage ratio, as defined, of 2.25:1 and a minimum debt service coverage ratio, as defined, of 1.5:1. The credit facility also limits the restricted payments (primarily distributions and equity repurchases) that the Company may make, unless the Company obtains certain waivers or amendments from the lender. The credit facility is secured by substantially all assets of the Company. Borrowings under the credit facility bear interest at interest rates based upon either the base rate or the London InterBank Offered Rate, plus or minus the applicable margins. The base rate is the higher of the prime rate and the federal funds rate, plus 0.50%. The Company pays commitment fees based on the amount drawn on the credit facility at a rate of 0.25%. As of December 29, 2013, the Company has no amounts outstanding under the credit facility. As of December 29, 2013, the Company has $34.3 million available for borrowing under the credit facility after reductions for the outstanding letters of credit.

(b) Note payable

On March 15, 2007, the Company entered into a long-term note payable associated with the acquisition of certain assets of Pot Belly Deli, Inc., an unrelated California company, including the Pot Belly trade name, certain design marks, and other related assets. The Company records interest on the note payable under the effective interest method at an interest rate of 6% and recorded interest expense of $0.1 million in each fiscal year 2011, 2012 and 2013. Payment of interest and principal is made monthly. The final payment of the note will be made on April 1, 2015.

As of December 29, 2013, the scheduled payments on debt were as follows (in thousands):


Years Ending
2014	$	84
2015		1,008
Thereafter		—

Total payments	$	1,092

Capital Stock and Warrants

12 Months Ended

Dec. 29, 2013

Equity [Abstract]

Capital Stock and Warrants

(9) Capital Stock and Warrants

As of December 29, 2013, the Company had authorized an aggregate of 210,000,000 shares of capital stock, of which 200,000,000 shares were designated as common stock and 10,000,000 shares were designated as preferred stock. As of December 29, 2013, the Company had issued and outstanding 29,148,029 shares of common stock, no shares of non-voting common stock and no shares of preferred stock.

As of December 30, 2012, the Company had authorized an aggregate of 52,683,632 shares of capital stock, of which 35,000,000 shares were designated as common stock, 500,000 shares were designated as non-voting common stock, and 17,183,632 shares were designated as preferred stock. The preferred stock consisted of 4,197,377 shares designated as Series A preferred stock, 3,375,221 shares designated as Series B preferred stock, 1,666,668 shares designated as Series C preferred stock, 1,250,000 shares designated as Series D preferred stock, 4,194,366 shares designated as Series E preferred stock, and 2,500,000 shares designated as Series F preferred stock. As of December 30, 2012, the Company had issued and outstanding 3,697,377 shares of Series A preferred stock, 3,290,294 shares of Series B preferred stock, 1,646,595 shares of Series C preferred stock, 1,250,000 shares of Series D preferred stock, 4,194,366 shares of Series E preferred stock, and 2,007,743 shares of Series F preferred stock.

Common Stock

On October 9, 2013, the Company completed an initial public offering. Effective upon the closing of such offering, all shares of preferred stock and non-voting common stock converted into common stock. The terms of the non-voting common stock provided that all shares of non-voting common stock would convert into voting common stock on a 1:1 basis immediately prior to the closing of an underwritten IPO or sale of the Company. The redeemable convertible preferred stock included down-round provisions which would adjust the conversion price for any additional stock issued without consideration or for a consideration per share less than the respective conversion price for one or more of the series of preferred stock in effect immediately prior to the issuance of such additional stock. See Preferred Stock below for further information regarding the preferred stock and the conversion of preferred stock upon completion of the IPO. As of December 29, 2013, each share of common stock has the same relative rights and was identical in all respects to each other share of common stock. Each holder of shares of common stock is entitled to one vote for each share held by such holder at all meetings of stockholders.

Preferred Stock

All series of preferred stock were subject to substantially the same general terms and conditions. Dividends accrued (whether or not declared) on each share of preferred stock at a rate of 6% per annum of the applicable liquidation value until the first to occur of (1) the date on which the applicable liquidation value of such share is paid to the holder in connection with a significant event, (2) the date on which such share is converted into common stock, or (3) the date on which such share is acquired by the Company. Dividends were cumulative, but were payable only upon their redemption or the occurrence of a significant event that would result in a distribution to their holders of less than 110% of the shares’ liquidation value (generally the applicable gross issuance price of the shares). A significant event includes a merger, sale of substantially all assets, change of control, or liquidation of the Company, but it did not include an IPO. The terms of the preferred stock provided that unpaid dividends would be forfeited upon any conversion of preferred stock into common stock.

The terms of the preferred stock provided that all shares of preferred stock would automatically convert to common stock in the event of a qualified IPO, as defined; the election of the holders of a majority of the shares of preferred stock; or the conversion of at least a majority of the shares of issued preferred stock. None of the shares of preferred stock were mandatorily redeemable. Subsequent to December 24, 2014, preferred stock may have been redeemed upon a majority vote of the preferred stockholders for a period of 12 months (the “Redemption Election Period”). If the holders of at least a majority of the preferred stock then outstanding did not approve the redemption of preferred shares outstanding during the Redemption Election Period, the Company would have had no further obligation to redeem any shares of preferred stock. As of December 30, 2012 and through the date of the IPO, the Company classified the preferred stock outside of permanent equity on the balance sheet as redemption of the preferred stock was outside the control of the Company.

The Company recognized changes in the redemption value immediately as they occurred via direct charges to additional paid-in capital and then to accumulated deficit, and adjusted the carrying value of the preferred stock to equal its maximum redemption value at the end of each reporting period. In the event of a redemption, the price paid by the Company for the preferred stock would be the greater of (a) the liquidation value of the preferred stock series being redeemed, plus any accrued and unpaid dividends, or (b) the amount in respect of such share of preferred stock that such holder would have been entitled to receive on an as-converted basis assuming all the shares have been converted into common stock. The form of consideration in the event of liquidation would be the same for the common stockholders as would be provided to the preferred stockholders. The redemption and conversion features did not require bifurcation and separate measurement in the financial statements since neither of the features meet the net settlement criteria under ASC Topic 815, Derivatives and Hedging. The redeemable convertible preferred stock include down-round provisions which would adjust the conversion price for any additional stock issued without consideration or for a consideration per share less than the respective conversion price for one or more of the series of preferred stock in effect immediately prior to the issuance of such additional stock.

The Company measured its redeemable convertible preferred stock at its maximum redemption value at each reporting period. The fair value of the Company, used to calculate the maximum redemption value of the redeemable convertible preferred stock and to measure the value of the common stock as a key assumption in the determination of the compensation expense associated with the Company’s stock options, was determined with assistance from an independent third-party valuation specialist utilizing Level 3 inputs. The valuations of the Company and its common stock were determined based on valuation methodologies and assumptions selected in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Companies Equity Securities Issued as Compensation. In the absence of observable market data regarding the value of the Company’s stock, the valuation of the Company and its common stock was estimated using multiple valuation approaches, primarily an income and market approach. The income approach is based on the present value of estimated future cash flows, and relies upon significant assumptions and estimates, including those related to the selected discount rate and forecasted revenues and expenses. The market approach is based on a comparison to observed fair values of comparable peer companies and recent market transactions, adjusted for the relative size and profitability of these peer companies relative to the Company.

On February 26, 2013, the Company issued 59,865 stock options to Bryant Keil, the Company’s Founding Chairman and current member of the board of directors, which are exercisable without restriction and vested immediately. Subsequent to the issuance, the applicable conversion price for the Series D preferred stock and Series E preferred stock was adjusted under the conversion procedure provision in order to prevent dilution. After the adjustment, the Series D preferred stock and Series E preferred stock were convertible into common stock at the conversion rates of 1:1.03 and 1:1.03, respectively.

On August 1, 2013, the Company’s board of directors unanimously approved a resolution to amend certain terms of the Company’s preferred stockholder agreements to reduce certain pricing thresholds for the completion of a qualified IPO, with such term defined in the agreements. The Company evaluated the impact of the amendments on the related preferred shares by estimating the fair value of such shares immediately prior to and after the amendments. As there was an insignificant change in the fair value of the preferred shares as a result of the amendments, the Company concluded the amendments represented a modification to the preferred share agreements. Therefore, no change in value was recorded in the condensed consolidated statement of redeemable convertible preferred stock and equity/(deficit). In addition, the Company’s board of directors declared a one-time cash dividend on August 1, 2013, in an aggregate amount of approximately $49.9 million on shares of the Company’s common and preferred stock outstanding on the day immediately prior to the closing date of the Company’s initial public offering.

On October 9, 2013, the Company completed an initial public offering. Effective upon the closing of such offering, all shares of preferred stock converted into common stock and all dividends accrued on the shares of preferred stock were forfeited. Additionally, the Company paid the one-time cash dividend on October 9, 2013 from the net proceeds of the Company’s initial public offering.

Warrants

A summary of the status of the Company’s issued warrants as of December 29, 2013 is set forth below:


Unexercised Warrants	Number of Warrants
Outstanding—December 25, 2011		378,996
Issuance of warrants at $8.16 per share (a)		241,704
Exercise of warrants at $5.46 per share		(261,104	)

Outstanding—December 30, 2012		359,596
Exercise of warrants at $0.01 per share		(117,892	)

Outstanding—December 29, 2013		241,704

(a)

As part of the initial investment by outside investors in 2001, the Company issued stock warrants convertible to 200,000 shares of common stock at an exercise price of $5.00 per share, which expired on September 1, 2011. After the expiration of these warrants and to recognize past and continued service to the Board, the Company issued an additional 241,704 warrants at an exercise price of $8.16 per share. The Company used the following assumptions for purposes of valuing these warrants granted in 2011: common stock fair value of $8.16 per share; expected life of warrants-five years; volatility-53%; risk-free interest rate-1.05%; and dividend yield-0%.

In August 2013, the Company modified 241,704 of warrants issued to Oxford Capital Partners, Inc. that were set to expire upon the consummation of an IPO to extend the expiration date of such warrants to five years from the date of the consummation of an IPO. In accordance with ASC Topic 718, Compensation—Stock Compensation, the Company recorded a charge of approximately $0.1 million related to the incremental value associated with the extension of the expiration date.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

Operating Leases

12 Months Ended

Dec. 29, 2013

Leases [Abstract]

Operating Leases

(10) Operating Leases

The Company leases buildings for its corporate office and its shops under various long-term operating lease agreements. The leases for the Company’s shop locations generally have initial terms of 10 years and typically provide for two renewal options in five-year increments as well as for rent escalations. These leases expire or become subject to renewal clauses at various dates from 2014 to 2028. Some of the leases provide for base rent, plus additional rent based on gross sales, as defined in each lease agreement. The Company is also generally obligated to pay certain real estate taxes, utilities, building operating expenses, insurance, and various other expenses related to properties.

Rental expense under operating lease agreements were as follows (in thousands):


	Fiscal Year
	2013			2012			2011
Minimum rentals	$	30,234		$	26,195		$	20,152
Contingent rentals		1,640			1,452			1,353
Less: sublease rentals		(94	)		(96	)		(95	)

Total	$	31,780		$	27,551		$	21,410

A schedule by year of future minimum rental payments required under operating leases, excluding contingent rent, that have initial or remaining non-cancelable lease terms in excess of one year, as of December 29, 2013, is as follows (in thousands):


Years Ending	Minimum
2014	$	29,791
2015		29,020
2016		26,244
2017		22,467
2018		18,077
Thereafter		61,180

Total minimum payments required*	$	186,779

*	Minimum payments have not been reduced by minimum sublease rentals of $0.8 million due in the future.

Certain leases have outstanding letters of credit in lieu of rent deposits expiring at various dates through June 2017. The letters of credit were $0.7 million, $0.6 million and $0.6 million in aggregate for the years ended December 25, 2011, December 30, 2012, and December 29, 2013, respectively. Under the credit facility, outstanding letters of credit are subject to an annual fee of 1.00% and reduce the available borrowing to the Company.

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 29, 2013
Postemployment Benefits [Abstract]
Employee Benefit Plan	(11) Employee Benefit Plan The Company sponsors a 401(k) profit sharing plan for all employees who are eligible based upon age and length of service. The Company made matching contributions of $0.3 million for each fiscal year 2011, 2012 and 2013.

Stock Options

12 Months Ended

Dec. 29, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Options

(12) Stock Options

Stock Options Granted Under the 2001 and 2004 Equity Incentive Plans and 2013 Long-Term Incentive Plan

The Company has granted stock options under its 2001 Equity Incentive Plan (the “2001 Plan”), 2004 Equity Incentive Plan (the “2004 Plan”) and 2013 Long-Term Incentive Plan (the “2013 Plan” and together with the 2004 Plan and 2001 Plan, the “Plans”). The Plans permit the granting of awards to employees and nonemployee officers, consultants, agents, and independent contractors of the Company in the form of stock appreciation rights, stock awards, and stock options. The Plans give broad powers to the Company’s board of directors to administer and interpret the Plans, including the authority to select the individuals to be granted options and rights and to prescribe the particular form and conditions of each option to be granted.

Under the 2001 Plan, the Company had 746,749 shares reserved for issuance. In September 2011, the 2001 Plan expired with options outstanding under the plan still available for exercise. Additionally, in 2007, the Company entered into a Stock Option Agreement (the “Agreement”), which granted a certain key executive 500,000 options of non-voting common stock. As a result of the IPO, all shares of the non-voting common stock will convert into voting common stock on a 1:1 basis upon exercise.

On July 31, 2013, the Company’s board of directors approved the adoption of the 2013 Plan, which replaced the 2004 Plan in conjunction with the Company’s IPO. The Company will no longer make awards under the 2004 Plan. However, the 2004 Plan will continue to govern outstanding awards granted prior to its termination. As of December 29, 2013, there have been 395,000 options granted under the 2013 Plan and 1,105,000 shares are reserved for future issuance.

Under the Plans, the number of shares and exercise price of each option are determined by the committee designated by the Company’s board of directors. The options granted are generally exercisable within a 10-year period from the date of grant. Certain options have been issued to key executives. Options issued and outstanding expire on various dates through the year 2024. The range of exercise prices of options outstanding as of December 29, 2013, is $7 to $14 per option, and the options vest over a range of immediately to five-year periods.

Activity under the Plans and the Agreement is as follows:


Options	Shares (Thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (Thousands)		Weighted Average Remaining Term (Years)
Outstanding—December 26, 2010		3,611			9.68	$	1,329		5.80

Granted		1,258			7.20
Exercised		(120	)		4.00
Canceled		(488	)		7.70

Outstanding—December 25, 2011		4,261			9.19	$	2,229		6.34

Granted		504			8.65
Exercised		—			—
Canceled		(552			7.67

Outstanding—December 30, 2012		4,213			9.30	$	5,348		5.93

Granted		1,243			11.32
Exercised		(99	)		7.97
Canceled		(327	)		8.40

Outstanding—December 29, 2013		5,030			9.41	$	78,575		6.31

Vested and expected to vest—December 29, 2013		3,841			12.17	$	52,810		7.96

Exercisable—December 29, 2013		3,798			9.76	$	67,028		6.18

The following table reflects the average assumptions utilized in the Black-Scholes option-pricing model to value the options granted for each year:


	2013			2012			2011
Risk-free interest rate		1.2	%		1.0	%		1.9	%
Expected life (years)		6.05			6.06			5.89
Expected dividend yield		—			—			—
Volatility		46.9	%		46.4	%		47.3	%
Weighted average common stock fair value	$	11.32		$	8.65		$	7.20

The risk-free rate is based on U.S. Treasury rates in effect at the time of the grant with a similar duration of the expected life of the options. The expected life of options granted is derived from the average of the vesting period and the term of the option. The risk-free rate is based on U.S. Treasury rates in effect at the time of the grant with a similar duration of the expected life of the options. The Company has not paid dividends to date (with exception to the one-time dividend paid to stockholders prior to the initial public offering) and does not plan to pay dividends in near future. Since the Company does not have a history of traded common stock activity, expected volatility of the options is based on historical data from selected peer public company restaurants.

Stock-based Compensation

In accordance with ASC Topic 718, Compensation—Stock Compensation, stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company recognized $1.5 million, $2.8 million and $11.6 million for the fiscal years 2011, 2012 and 2013, respectively, with a corresponding increase to additional paid-in-capital. The current fiscal year stock compensation expense reflects the $7.6 million in cost recorded upon consummation of the IPO associated with vested options that were subject to the performance condition. As of December 25, 2011, December 30, 2012 and December 29, 2013, the unrecognized stock compensation expense was $3.5 million, $1.6 million and $5.5 million, respectively, which will be recognized through fiscal year 2018. The Company records stock based compensation expense within general and administrative expenses in the consolidated statements of operations.

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 29, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

(13) Quarterly Financial Data (Unaudited)

The Company uses a 52/53-week fiscal year that ends on the last Sunday of the calendar year. Fiscal years 2013 and 2011 were 52-week years. Fiscal year 2012 included a 53rd week. The first three quarters of the Company’s fiscal year consist of 13 weeks and our fourth quarter consists of 13 weeks for 52-week fiscal years and 14 weeks for 53-week fiscal years. The unaudited quarterly information includes all normal recurring adjustments that the Company considers necessary for a fair presentation of the information shown. The Company’s quarterly results have been and will continue to be affected by the timing of new shop openings and their associated pre-opening costs. As a result of these and other factors, the financial results for any quarter may not be indicative of the results for any future period.

The following table presents selected unaudited quarterly financial data for periods indicated (in thousands, except per share data):


	Fiscal Year 2013 (1)
	March 31			June 30			September 29			December 29
Total revenues	$	68,744		$	78,186		$	78,021		$	74,761
Income from operations (3)		152			4,761			3,176			(6,614	)
Net income attributable to Potbelly Corporation		18			2,759			2,165			(3,684	)
Basic earnings per share		(1.74	)		(1.77	)		(12.29	)		(1.93	)
Diluted earnings per share		(1.74	)		(1.77	)		(12.29	)		(1.93	)


	Fiscal Year 2012 (1)
	March 25			June 24			September 23			December 30
Total revenues	$	62,381		$	69,156		$	69,869		$	73,508
Income from operations		1,592			2,325			2,817			1,831
Net income attributable to Potbelly Corporation (2)		1,274			1,749			2,548			18,475
Basic earnings per share		(1.16	)		(1.34	)		(0.75	)		1.15
Diluted earnings per share		(1.16	)		(1.34	)		(0.75	)		1.05

(1)	Fiscal years 2013 and 2012 were 52-week and 53-week years, respectively. The first three quarters of the fiscal years consist of 13 weeks and the fourth quarter consists of 13 weeks for 52-week fiscal years and 14 weeks for 53-week fiscal years

(2)	The 14 weeks ended December 30, 2012 included a $16.9 million tax benefit related to the release of a valuation allowance against substantially all of the Company’s deferred tax assets.

(3)	The 13 weeks ended December 29, 2013 included a $7.6 million charge related to previously granted options that vested upon the completion of our IPO.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 29, 2013
Subsequent Events [Abstract]
Subsequent Events	(14) Subsequent Events The Company has evaluated subsequent events and found there to be no events requiring recognition or disclosure through the date of issuance of this report.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 29, 2013

Accounting Policies [Abstract]

Principles of Consolidation

(a) Principles of Consolidation

Reporting Period

(b) Reporting Period

Segment Reporting

(c) Segment Reporting

Use of Estimates

(d) Use of Estimates

Fair Value Measurements

(e) Fair Value Measurements

•

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

•

Financial Instruments

(f) Financial Instruments

Cash and Cash Equivalents

(g) Cash and Cash Equivalents

Accounts Receivable, net

(h) Accounts Receivable, net

Inventories

(i) Inventories

Property and Equipment

(j) Property and Equipment

Intangible Assets

(k) Intangible Assets

Pre-opening Costs

(l) Pre-opening Costs

Advertising Expenses

(m) Advertising Expenses

Income Taxes

(n) Income Taxes

Stock-Based Compensation

(o) Stock-Based Compensation

Leases

(p) Leases

Revenue Recognition

(q) Revenue Recognition

Recent Accounting Pronouncements

(r) Recent Accounting Pronouncements

Commitments and Contingencies

(s) Commitments and Contingencies

Earnings per share (Tables)

12 Months Ended

Dec. 29, 2013

Earnings Per Share [Abstract]

Schedule of the Calculation of Weighted Average Common Shares Outstanding for Basic and Diluted Earnings per Share Available to Common Stockholders


	Fiscal Year
	2013			2012			2011
Calculation of undistributed income (loss) for basic and diluted shares:
Net income (loss) attributable to Potbelly Corporation	$	1,258		$	24,046		$	7,165
Less: Dividend paid to common and preferred stockholders		(49,854	)		—			—
Less: Accretion of redeemable convertible preferred stock to maximum redemption value		(15,097	)		(10,495	)		(17,410	)

Undistributed (loss) income for basic and diluted shares	$	(63,693	)	$	13,551		$	(10,245	)

Allocation of undistributed income (losses) to participating securities:
Common shares	$	(63,693	)	$	2,878		$	(10,245	)
Redeemable convertible preferred shares		—			10,673			—

Undistributed (loss) income	$	(63,693	)	$	13,551		$	(10,245	)

Weighted average common shares outstanding-basic		10,132,805			4,013,414			4,359,930
Plus: Effect of potential stock options exercise		—			18,052			—
Plus: Effect of potential warrant exercise		—			357,356			—

Weighted average common shares outstanding-diluted		10,132,805			4,388,822			4,359,930

Income (loss) per share available to common stockholders-basic	$	(6.29	)	$	0.72		$	(2.35	)
Income (loss) per share available to common stockholders-diluted	$	(6.29	)	$	0.66		$	(2.35	)
Potentially dilutive shares that are considered anti-dilutive:
Common share options		5,029,576			1,258,537			4,261,010
Warrants		247,704			—			378,996

Property and Equipment (Tables)

12 Months Ended

Dec. 29, 2013

Property Plant And Equipment [Abstract]

Components of Property and Equipment, Net

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


	December 29, 2013			December 30, 2012
Leasehold improvements	$	129,903		$	117,804
Machinery and equipment		34,610			28,490
Furniture and fixtures		22,188			19,605
Computer equipment and software		14,803			12,502
Construction in progress		4,197			2,856

		205,701			181,257
Less: accumulated depreciation		(126,718	)		(111,948	)

	$	78,983		$	69,309

Intangible assets and goodwill (Tables)

12 Months Ended

Dec. 29, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets and Goodwill

Intangible assets and goodwill consisted of the following (in thousands):


	December 29, 2013		December 30, 2012
Goodwill	$	1,428	$	1,428
Trade name		3,404		3,404

Total	$	4,832	$	4,832

Accrued Expenses (Tables)

12 Months Ended

Dec. 29, 2013

Text Block [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 29, 2013		December 30, 2012
Accrued labor and related expenses	$	4,739	$	4,108
Deferred gift card revenue		1,467		1,412
Accrued occupancy expenses		664		1,352
Deferred rent—current		1,495		1,234
Accrued corporate and shop expenses		2,692		1,357
Accrued utilities		963		1,122
Accrued sales and use tax		935		1,034
Accrued construction		2,002		1,267
Accrued contract termination costs (a)		93		151
Accrued professional fees		236		546
Accrued other		1,051		970
Total	$	16,337	$	14,553

(a)	The Company incurs expenses associated with exit activity for certain signed lease agreements, which are recognized in general and administrative expenses. Accrued contract termination costs consisted of the following (in thousands):


	December 29, 2013			December 30, 2012
Accrued contract termination costs—beginning balance	$	151		$	91
Contract termination costs incurred		13			170
Contract termination costs settled and paid		(71	)		(110	)

Accrued contract termination costs—ending balance	$	93		$	151

Summary of Accrued Contract Termination Costs

Accrued contract termination costs consisted of the following (in thousands):


	December 29, 2013			December 30, 2012
Accrued contract termination costs—beginning balance	$	151		$	91
Contract termination costs incurred		13			170
Contract termination costs settled and paid		(71	)		(110	)

Accrued contract termination costs—ending balance	$	93		$	151

Income Taxes (Tables)

12 Months Ended

Dec. 29, 2013

Income Tax Disclosure [Abstract]

Schedule of Income Before Income Taxes

Income before income taxes for the Company’s domestic and foreign operations was as follows (in thousands):


	Fiscal Year
	2013		2012		2011
Domestic operations	$	605	$	8,018	$	7,702
Foreign operations		481		—		—

Total	$	1,086	$	8,018	$	7,702

Components of Income Tax Expense (Benefit)

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


	Fiscal Year
	2013			2012			2011
Federal:
Current	$	—		$	—		$	—
Deferred		(818	)		(13,610	)		89

		(818	)		(13,610	)		89
State and Local:
Current		1,394			876			424
Deferred		(838	)		(3,260	)		24

		556			(2,384	)		448
Foreign:
Current		58			—			—
Deferred		—			—			—

		58			—			—

Income tax (benefit) expense	$	(204	)	$	(15,994	)	$	537

Reconciliation of Differences Between Federal Statutory and Effective Income Tax Rate

Income tax expense differed from the amounts computed by applying the U.S. federal income tax rates to income before income taxes as a result of the following (in thousands):


	Fiscal Year
	2013			2012			2011
Computed “expected” tax expense	$	380		$	2,726		$	$2,619
Increase (reduction) resulting from:
Permanent differences		63			—			—
State and local income taxes, net of federal income tax effect		145			358			424
FICA and other tax credits		(113	)		(41	)		—
Change in valuation allowance		—			(19,078	)		(2,619	)
Non-deductible IPO costs		195			—			—
Rate change and true-ups		(877	)		—			—
Other, net		3			41			113
	$	(204	)	$	(15,994	)	$	537

Schedule of Deferred Tax Assets and Liabilities


	December 29, 2013			December 30, 2012
Deferred tax assets—current:
Accrued liabilities	$	1,238		$	1,174
Deferred revenue on gift certificates and gift cards		96			79
Deferred tax assets—non-current:
Net operating loss carryforwards		583			2,810
Stock-based compensation		8,391			3,640
Property and equipment depreciation		6,415			6,922
Deferred rent and start-up amortization		3,470			3,085
Accrued liabilities		347			56
FICA and other tax credits		55			292

Total deferred tax assets		20,595			18,058
Less: valuation allowance		(57	)		(47	)

Net deferred tax assets		20,538			18,011

Deferred tax liabilities—current:
Prepaids		(553	)		(339	)
Deferred tax liabilities—non-current:
Intangible asset		(1,012	)		(865	)
Smallwares		(607	)		(697	)
Other timing differences		(288	)		—

Total gross deferred tax liabilities		2,460			1,901

Net deferred tax assets (liabilities)	$	18,078		$	16,110

Long-term debt (Tables)

12 Months Ended

Dec. 29, 2013

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of the following (in thousands):


	December 29, 2013		December 30, 2012
Senior credit facility (a)	$	—	$	14,000
Note payable (b)		1,092		1,169

Total long-term debt		1,092		15,169
Less: Current portion		74		74

Long-term debt, net of current portion	$	1,018	$	15,095

Schedule of Payments on Debt

As of December 29, 2013, the scheduled payments on debt were as follows (in thousands):


Years Ending
2014	$	84
2015		1,008
Thereafter		—

Total payments	$	1,092

- 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/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Capital Stock and Warrants (Tables)

12 Months Ended

Dec. 29, 2013

Equity [Abstract]

Summary of Issued Warrants

A summary of the status of the Company’s issued warrants as of December 29, 2013 is set forth below:


Unexercised Warrants	Number of Warrants
Outstanding—December 25, 2011		378,996
Issuance of warrants at $8.16 per share (a)		241,704
Exercise of warrants at $5.46 per share		(261,104	)

Outstanding—December 30, 2012		359,596
Exercise of warrants at $0.01 per share		(117,892	)

Outstanding—December 29, 2013		241,704

(a)

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Operating Leases (Tables)

12 Months Ended

Dec. 29, 2013

Leases [Abstract]

Schedule Of Rental Expenses Under Operating Leases

Rental expense under operating lease agreements were as follows (in thousands):


	Fiscal Year
	2013			2012			2011
Minimum rentals	$	30,234		$	26,195		$	20,152
Contingent rentals		1,640			1,452			1,353
Less: sublease rentals		(94	)		(96	)		(95	)

Total	$	31,780		$	27,551		$	21,410

Schedule of Future Minimum Rental Payments Under Operating Leases


Years Ending	Minimum
2014	$	29,791
2015		29,020
2016		26,244
2017		22,467
2018		18,077
Thereafter		61,180

Total minimum payments required*	$	186,779

*	Minimum payments have not been reduced by minimum sublease rentals of $0.8 million due in the future.

Stock Options (Tables)

12 Months Ended

Dec. 29, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Activity Under Plans and Agreement

Activity under the Plans and the Agreement is as follows:


Options	Shares (Thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (Thousands)		Weighted Average Remaining Term (Years)
Outstanding—December 26, 2010		3,611			9.68	$	1,329		5.80

Granted		1,258			7.20
Exercised		(120	)		4.00
Canceled		(488	)		7.70

Outstanding—December 25, 2011		4,261			9.19	$	2,229		6.34

Granted		504			8.65
Exercised		—			—
Canceled		(552			7.67

Outstanding—December 30, 2012		4,213			9.30	$	5,348		5.93

Granted		1,243			11.32
Exercised		(99	)		7.97
Canceled		(327	)		8.40

Outstanding—December 29, 2013		5,030			9.41	$	78,575		6.31

Vested and expected to vest—December 29, 2013		3,841			12.17	$	52,810		7.96

Exercisable—December 29, 2013		3,798			9.76	$	67,028		6.18

Schedule of Average Assumptions to Value Options

The following table reflects the average assumptions utilized in the Black-Scholes option-pricing model to value the options granted for each year:


	2013			2012			2011
Risk-free interest rate		1.2	%		1.0	%		1.9	%
Expected life (years)		6.05			6.06			5.89
Expected dividend yield		—			—			—
Volatility		46.9	%		46.4	%		47.3	%
Weighted average common stock fair value	$	11.32		$	8.65		$	7.20

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 29, 2013

Quarterly Financial Information Disclosure [Abstract]

Summary of Unaudited Quarterly Financial Data

The following table presents selected unaudited quarterly financial data for periods indicated (in thousands, except per share data):


	Fiscal Year 2013 (1)
	March 31			June 30			September 29			December 29
Total revenues	$	68,744		$	78,186		$	78,021		$	74,761
Income from operations (3)		152			4,761			3,176			(6,614	)
Net income attributable to Potbelly Corporation		18			2,759			2,165			(3,684	)
Basic earnings per share		(1.74	)		(1.77	)		(12.29	)		(1.93	)
Diluted earnings per share		(1.74	)		(1.77	)		(12.29	)		(1.93	)


	Fiscal Year 2012 (1)
	March 25			June 24			September 23			December 30
Total revenues	$	62,381		$	69,156		$	69,869		$	73,508
Income from operations		1,592			2,325			2,817			1,831
Net income attributable to Potbelly Corporation (2)		1,274			1,749			2,548			18,475
Basic earnings per share		(1.16	)		(1.34	)		(0.75	)		1.15
Diluted earnings per share		(1.16	)		(1.34	)		(0.75	)		1.05

(1)	Fiscal years 2013 and 2012 were 52-week and 53-week years, respectively. The first three quarters of the fiscal years consist of 13 weeks and the fourth quarter consists of 13 weeks for 52-week fiscal years and 14 weeks for 53-week fiscal years

(2)	The 14 weeks ended December 30, 2012 included a $16.9 million tax benefit related to the release of a valuation allowance against substantially all of the Company’s deferred tax assets.

(3)	The 13 weeks ended December 29, 2013 included a $7.6 million charge related to previously granted options that vested upon the completion of our IPO.

Organization and Other Matters - Additional Information (Detail) $ in Thousands			12 Months Ended
	Oct. 09, 2013 USD ($) shares	Oct. 08, 2013 USD ($)	Dec. 29, 2013 USD ($) Store State	Dec. 30, 2012 Store	Dec. 25, 2011 Store
Nature Of Business And Basis Of Presentation [Line Items]
Number of sandwich works and shops operation states \| State			21
Net proceeds from IPO \| $			$ 110,343
Cash dividend paid from proceeds from IPO \| $	$ 49,854	$ 49,854	$ 49,854
Public offering proceeds used for repayments of debt \| $		$ 14,000
IPO [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Public offering shares of common stock \| shares	8,625,000
Share sold by company \| shares	8,474,869
Net proceeds from IPO \| $	$ 108,800
IPO [Member] \| Underwritten Public Offering [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Public offering shares of common stock \| shares	1,125,000
IPO [Member] \| Shareholders' Equity [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Share sold by stock holders through public offering \| shares	150,131
Domestic Operations [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops			11
Middle East [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops			12
Company Operated Shops [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops			296	264	234
New Shops [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops			34	31	21
Closed Shops [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Number of shops			2	1	5

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended	12 Months Ended
	Dec. 29, 2013 USD ($)	Dec. 29, 2013 USD ($) Segment Subsidiary	Dec. 30, 2012 USD ($)	Dec. 25, 2011 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of LLC's wholly owned subsidiaries \| Subsidiary		17
Percentage of interest in consolidated joint venture		75.00%
Number of operating segments \| Segment		1
Number of reportable segments \| Segment		1
Credit card receivables	$ 3,000,000	$ 3,000,000	$ 1,600,000	$ 1,400,000
Capitalized costs	700,000	700,000	700,000	600,000
Impairment charges		1,100,000	200,000	400,000
Disposal of assets damaged by Hurricane Sandy			800,000
Recognized impairment for intangible assets		0
Advertising expenses		1,600,000	1,800,000	2,400,000
Cost related to vested stock options		11,610,000	2,825,000	1,524,000
Operating expenses related to gift card breakage		$ 100,000	100,000	200,000
Gift card breakage, period		36 months
Initial franchise fee		$ 300,000	200,000	200,000
Deferred revenue	200,000	200,000	100,000	100,000
Royalty fees revenue		800,000	$ 700,000	$ 300,000
IPO [Member]
Summary Of Significant Accounting Policies [Line Items]
Cost related to vested stock options	$ 7,600,000	$ 7,600,000
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated period of time between Company's possession of leased space and shop opening date		2 months
Minimum [Member] \| Computer Software [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		3 years
Minimum [Member] \| Furniture and fixtures [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		3 years
Minimum [Member] \| Computer equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		3 years
Minimum [Member] \| Machinery and equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		3 years
Minimum [Member] \| Leasehold improvements [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		10 years
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated period of time between Company's possession of leased space and shop opening date		3 months
Maximum [Member] \| Computer Software [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		5 years
Maximum [Member] \| Furniture and fixtures [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		5 years
Maximum [Member] \| Computer equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		5 years
Maximum [Member] \| Machinery and equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		5 years
Maximum [Member] \| Leasehold improvements [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life		15 years

Earnings Per Share - Schedule of the Calculation of Weighted Average Common Shares Outstanding for Basic and Diluted Earnings per Share Available to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 30, 2012	Sep. 23, 2012	Jun. 24, 2012	Mar. 25, 2012	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Calculation of undistributed income (loss) for basic and diluted shares:
Net income (loss) attributable to Potbelly Corporation	$ (3,684)	$ 2,165	$ 2,759	$ 18	$ 18,475	$ 2,548	$ 1,749	$ 1,274	$ 1,258	$ 24,046	$ 7,165
Less: Dividend paid to common and preferred stockholders									(49,854)
Less: Accretion of redeemable convertible preferred stock to maximum redemption value									(15,097)	(10,495)	(17,410)
Undistributed (loss) income for basic and diluted shares									(63,693)	13,551	(10,245)
Allocation of undistributed income (losses) to participating securities:
Undistributed (loss) income									$ (63,693)	$ 13,551	$ (10,245)
Weighted average common shares outstanding-basic									10,132,805	4,013,414	4,359,930
Plus: Effect of potential stock options exercise										18,052
Plus: Effect of potential warrant exercise										357,356
Weighted average common shares outstanding-diluted									10,132,805	4,388,822	4,359,930
Income (loss) per share available to common stockholders-basic	$ (1.93)	$ (12.29)	$ (1.77)	$ (1.74)	$ 1.15	$ (0.75)	$ (1.34)	$ (1.16)	$ (6.29)	$ 0.72	$ (2.35)
Income (loss) per share available to common stockholders-diluted	$ (1.93)	$ (12.29)	$ (1.77)	$ (1.74)	$ 1.05	$ (0.75)	$ (1.34)	$ (1.16)	$ (6.29)	$ 0.66	$ (2.35)
Common Share Options [Member]
Allocation of undistributed income (losses) to participating securities:
Potentially dilutive shares that are considered anti-dilutive									5,029,576	1,258,537	4,261,010
Common Stock [Member]
Allocation of undistributed income (losses) to participating securities:
Undistributed (loss) income									$ (63,693)	$ 2,878	$ (10,245)
Warrants [Member]
Allocation of undistributed income (losses) to participating securities:
Potentially dilutive shares that are considered anti-dilutive									247,704		378,996
Redeemable Convertible Preferred Stock [Member]
Allocation of undistributed income (losses) to participating securities:
Undistributed (loss) income										$ 10,673

Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012
Property Plant And Equipment [Abstract]
Leasehold improvements	$ 129,903	$ 117,804
Machinery and equipment	34,610	28,490
Furniture and fixtures	22,188	19,605
Computer equipment and software	14,803	12,502
Construction in progress	4,197	2,856
Property and equipment, gross	205,701	181,257
Less: accumulated depreciation	(126,718)	(111,948)
Property and equipment, net	$ 78,983	$ 69,309

Intangible Assets and Goodwill - Summary of Intangible Assets and Goodwill (Detail) - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill	$ 1,428	$ 1,428
Trade name	3,404	3,404
Total	$ 4,832	$ 4,832

Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Payables And Accruals [Abstract]
Accrued labor and related expenses	$ 4,739	$ 4,108
Deferred gift card revenue	1,467	1,412
Accrued occupancy expenses	664	1,352
Deferred rent-current	1,495	1,234
Accrued corporate and shop expenses	2,692	1,357
Accrued utilities	963	1,122
Accrued sales and use tax	935	1,034
Accrued construction	2,002	1,267
Accrued contract termination costs	93	151	$ 91
Accrued professional fees	236	546
Accrued other	1,051	970
Total	$ 16,337	$ 14,553

Accrued Expenses - Summary of Accrued Contract Termination Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012
Payables And Accruals [Abstract]
Accrued contract termination costs-beginning balance	$ 151	$ 91
Contract termination costs incurred	13	170
Contract termination costs settled and paid	(71)	(110)
Accrued contract termination costs-ending balance	$ 93	$ 151

Income Taxes - Schedule of Income Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Income Tax Disclosure [Abstract]
Domestic operations	$ 605	$ 8,018	$ 7,702
Foreign operations	481
Income before income taxes	$ 1,086	$ 8,018	$ 7,702

Income Taxes - Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 30, 2012	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Income Tax Disclosure [Abstract]
Federal, Current
Federal, Deferred		(818)	$ (13,610)	$ 89
Federal, Total		(818)	(13,610)	89
State and Local, Current		1,394	876	424
State and Local, Deferred		(838)	(3,260)	24
State and Local, Total		556	(2,384)	448
Foreign, Current		58
Foreign, Deferred
Foreign, Total		58
Income tax (benefit) expense	$ (16,900)	$ (204)	$ (15,994)	$ 537

Income Taxes - Reconciliation of Differences Between Federal Statutory and Effective Income Tax Rate (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 30, 2012	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Income Tax Disclosure [Abstract]
Computed "expected" tax expense		$ 380	$ 2,726	$ 2,619
Permanent differences		63
State and local income taxes, net of federal income tax effect		145	358	424
FICA and other tax credits		(113)	(41)
Change in valuation allowance			(19,078)	(2,619)
Non-deductible IPO costs		195
Rate change and true-ups		(877)
Other, net		3	41	113
Income tax (benefit) expense	$ (16,900)	$ (204)	$ (15,994)	$ 537

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012
Deferred tax assets-current:
Accrued liabilities	$ 1,238	$ 1,174
Deferred revenue on gift certificates and gift cards	96	79
Deferred tax assets-non-current:
Net operating loss carryforwards	583	2,810
Stock-based compensation	8,391	3,640
Property and equipment depreciation	6,415	6,922
Deferred rent and start-up amortization	3,470	3,085
Accrued liabilities	347	56
FICA and other tax credits	55	292
Total deferred tax assets	20,595	18,058
Less: valuation allowance	(57)	(47)
Net deferred tax assets	20,538	18,011
Deferred tax liabilities-current:
Prepaids	(553)	(339)
Deferred tax liabilities-non-current:
Intangible asset	(1,012)	(865)
Smallwares	(607)	(697)
Other timing differences	(288)
Total gross deferred tax liabilities	2,460	1,901
Net deferred tax assets (liabilities)	$ 18,078	$ 16,110

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 30, 2012	Dec. 29, 2013
Income Tax [Line Items]
Net operating loss deferred tax assets	$ 2,810	$ 583
Benefit to release full valuation allowance against deferred tax assets	$ 16,900
Federal Tax [Member]
Income Tax [Line Items]
Net operating loss of excess tax benefits		700
Unrecognized income tax credits		500
State Tax [Member]
Income Tax [Line Items]
Net operating loss carryforwards		9,200
Net operating loss deferred tax assets		$ 600

Long-term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012
Debt Disclosure [Abstract]
Senior credit facility		$ 14,000
Note payable	$ 1,092	1,169
Total long-term debt	1,092	15,169
Less: Current portion	74	74
Long-term debt, net of current portion	$ 1,018	$ 15,095

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Long-term Debt - Additional Information (Detail)		12 Months Ended
Long-term Debt - Additional Information (Detail)	Sep. 21, 2012 USD ($)	Dec. 29, 2013 USD ($)	Dec. 30, 2012 USD ($)	Dec. 25, 2011 USD ($)
Note Payable [Member]
Debt Instrument [Line Items]
Interest rate on notes payable under effective interest rate method		6.00%	6.00%	6.00%
Interest expense on note payable		$ 100,000	$ 100,000	$ 100,000
Final payment of interest and principal		Apr. 01, 2015
JPMorgan Chase Bank, N.A. [Member] \| Senior credit facility [Member]
Debt Instrument [Line Items]
Revolving credit facility agreement term period	5 years
Revolving credit facility agreement expiration date		Sep. 30, 2017
Credit facility, Maximum borrowing capacity	$ 35,000,000	$ 34,300,000
Maximum leverage ratio	2.25
Minimum debt service coverage ratio	1.5
Federal funds effective rate plus		0.50%
Federal funds base rate		The base rate is the higher of the prime rate and the federal funds rate, plus 0.50%.
Percentage of commitment fees based on credit facility		0.25%
Credit facility outstanding amount		$ 0

Long-term debt - Schedule of Payments on Debt (Detail) - USD ($) $ in Thousands	Dec. 29, 2013	Dec. 30, 2012
Debt Disclosure [Abstract]
2014	$ 84
2015	1,008
Thereafter
Total long-term debt	$ 1,092	$ 15,169

Capital Stock and Warrants - Additional Information (Detail) $ in Thousands				1 Months Ended	12 Months Ended
	Oct. 09, 2013 USD ($)	Oct. 08, 2013 USD ($)	Feb. 26, 2013 shares	Aug. 31, 2013 USD ($) shares	Dec. 29, 2013 USD ($) shares	Dec. 30, 2012 shares	Dec. 25, 2011 shares	Dec. 26, 2010 shares
Class Of Warrant And Capital Stock [Line Items]
Capital stock, authorized					210,000,000	52,683,632
Common stock, authorized					200,000,000	35,500,000
Preferred stock, authorized					10,000,000	17,183,632
Common stock, issued					29,148,029	4,233,977
Common stock, outstanding					29,148,029	4,233,977
Preferred stock, issued					0	16,086,375
Preferred stock, outstanding					0	16,086,375
Terms of non-voting Common stock conversion basis ratio					The terms of the non-voting common stock provided that all shares of non-voting common stock would convert into voting common stock on a 1:1 basis immediately prior to the closing of an underwritten IPO or sale of the Company.
Common stock conversion ratio					1.00
Preferred stock dividend rate					6.00%
Minimum percentage of liquidation value to be paid					110.00%
Percentage of liquidation value to be paid					Dividends were cumulative, but were payable only upon their redemption or the occurrence of a significant event that would result in a distribution to their holders of less than 110% of the shares' liquidation value
Redemption election period					12 months
Cash dividend paid \| $	$ 49,854	$ 49,854			$ 49,854
Date of cash dividend paid					Oct. 09, 2013
Date of cash dividend declared					Aug. 01, 2013
Modification of warrants issued				241,704
Expiration date of warrants					5 years
Recognized stock compensation expense \| $				$ 100
Board Of Directors [Member]
Class Of Warrant And Capital Stock [Line Items]
Stock options issued			59,865
Series D Preferred Stock [Member]
Class Of Warrant And Capital Stock [Line Items]
Preferred stock, authorized						1,250,000
Preferred stock, issued						1,250,000
Preferred stock, outstanding						1,250,000	1,250,000	1,250,000
Common stock conversion ratio			1.03
Series E Preferred Stock [Member]
Class Of Warrant And Capital Stock [Line Items]
Preferred stock, authorized						4,194,366
Preferred stock, issued						4,194,366
Preferred stock, outstanding						4,194,366	4,194,366	4,194,366
Common stock conversion ratio			1.03
Series A Preferred Stock [Member]
Class Of Warrant And Capital Stock [Line Items]
Preferred stock, authorized						4,197,377
Preferred stock, issued						3,697,377
Preferred stock, outstanding						3,697,377	3,697,377	4,197,377
Series B Preferred Stock [Member]
Class Of Warrant And Capital Stock [Line Items]
Preferred stock, authorized						3,375,221
Preferred stock, issued						3,290,294
Preferred stock, outstanding						3,290,294	3,290,294	3,290,294
Series C Preferred Stock [Member]
Class Of Warrant And Capital Stock [Line Items]
Preferred stock, authorized						1,666,668
Preferred stock, issued						1,646,595
Preferred stock, outstanding						1,646,595	1,646,595	1,646,595
Series F Preferred Stock [Member]
Class Of Warrant And Capital Stock [Line Items]
Preferred stock, authorized						2,500,000
Preferred stock, issued						2,007,743
Preferred stock, outstanding						2,007,743	2,007,743	2,007,743
Non-voting Common Stock [Member]
Class Of Warrant And Capital Stock [Line Items]
Common stock, authorized						500,000
Common stock, issued					0
Common stock, outstanding					0

Capital Stock and Warrants - Summary of Issued Warrants (Detail) - shares	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012
Equity [Abstract]
Unexercised Warrants Outstanding	359,596	378,996
Issuance of warrants	241,704	241,704
Less: Exercise of warrants	(117,892)	(261,104)
Unexercised Warrants Outstanding	241,704	359,596

Capital Stock and Warrants - Summary of Issued Warrants (Parenthetical) (Detail)	12 Months Ended
	Dec. 29, 2013 $ / shares $ / Warrant shares	Dec. 30, 2012 $ / shares $ / Warrant shares	Sep. 19, 2001 $ / Warrant shares
Equity [Abstract]
Number of shares convertible under warrant \| shares			200,000
Exercise price of warrants \| $ / shares		$ 8.16
Exercise price of warrants \| $ / Warrant	0.01	5.46	5.00
Number of share warrants issued \| shares	241,704	241,704
Common stock fair value \| $ / shares	$ 8.16
Fair value assumption, expected life of warrants	5 years
Volatility	53.00%
Fair value assumption, risk-free interest rate	1.05%
Fair value assumption, dividend yield	0.00%
Common stock warrant, expiration date	Sep. 01, 2011

Operating Leases - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 29, 2013 USD ($) Option	Dec. 30, 2012 USD ($)	Dec. 25, 2011 USD ($)
Leases Operating [Abstract]
Initial operating lease period	10 years
Number of renewal options under operating leases \| Option	2
Operating lease rent increment term	5 years
Operating lease period for expiration or renewal	2014 to 2028
Letters of credit in lieu of rent deposits \| $	$ 0.6	$ 0.6	$ 0.7
Letters of credit annual fee percentage	1.00%

Operating Leases - Schedule of Rental Expenses Under Operating Leases (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Operating Leases Rent Expense [Abstract]
Minimum rentals	$ 30,234	$ 26,195	$ 20,152
Contingent rentals	1,640	1,452	1,353
Less: sublease rentals	(94)	(96)	(95)
Total	$ 31,780	$ 27,551	$ 21,410

- Definition

The increases or decreases in lease payments that result from changes occurring after the inception of the lease in the factors (other than the passage of time) on which lease payments are based, except that any escalation of minimum lease payments relating to increases in construction or acquisition cost of the leased property or for increases in some measure of cost or value during the construction or preconstruction period, are excluded from contingent rentals. Contingent rentals also may include amounts for which the triggering events have not yet occurred or the specified targets for which have not yet been achieved (such as sales based percentage rent), but which events are considered probable of occurring or which specified targets are considered probable of being achieved.

+ References + Details

Operating Leases - Schedule of Future Minimum Rental Payments Under Operating Leases (Detail) $ in Thousands	Dec. 29, 2013 USD ($)
Leases [Abstract]
2014	$ 29,791
2015	29,020
2016	26,244
2017	22,467
2018	18,077
Thereafter	61,180
Total minimum payments required	$ 186,779

Operating Leases - Schedule of Future Minimum Rental Payments Under Operating Leases (Parenthetical) (Detail) $ in Millions	Dec. 29, 2013 USD ($)
Leases [Abstract]
Minimum sublease rentals due in future	$ 0.8

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Defined Benefit Plans And Other Postretirement Benefit Plans Disclosures [Abstract]
Contributions made to profit sharing plan	$ 0.3	$ 0.3	$ 0.3

Stock Options - Additional Information (Detail) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 29, 2013 USD ($) shares	Dec. 29, 2013 USD ($) $ / shares shares	Dec. 30, 2012 USD ($) shares	Dec. 25, 2011 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-voting common stock conversion basis ratio	1.00	1.00
Options available for grant		1,243,000	504,000	1,258,000
Recognized stock compensation expense \| $		$ 11,610	$ 2,825	$ 1,524
Unrecognized stock compensation expense \| $	$ 5,500	$ 5,500	$ 1,600	$ 3,500
Unrecognized stock compensation expense, recognition period		Through 2018
Non-voting Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock issued to key executive		500,000
IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized stock compensation expense \| $	$ 7,600	$ 7,600
2013 Long-Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance	1,105,000	1,105,000
Options available for grant		395,000
2001 and 2004 Equity Incentive Plans and 2013 Long-Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of options outstanding, lower limit \| $ / shares		$ 7
Exercise price of options outstanding, higher limit \| $ / shares		$ 14
2001 and 2004 Equity Incentive Plans and 2013 Long-Term Incentive Plan [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable period from the date of grant		10 years
Options issued and outstanding, last expiration date		Dec. 31, 2024
Options vesting period		5 years
2001 Equity Incentive Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance	746,749	746,749

Stock Options - Summary of Activity Under Plans and Agreement (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011	Dec. 26, 2010
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Options Outstanding shares, Granted	1,243	504	1,258
Options Outstanding shares, Exercised	(99)		(120)
Options Outstanding shares, Canceled	(327)	(552)	(488)
Options Outstanding shares, ending balance	5,030	4,213	4,261	3,611
Options Outstanding shares, Vested and expected to vest	3,841
Options Outstanding shares, Exercisable	3,798
Options outstanding weighted average exercise price, Granted	$ 11.32	$ 8.65	$ 7.20
Options outstanding weighted average exercise price, Exercised	7.97		4.00
Options outstanding weighted average exercise price, Canceled	8.40	7.67	7.70
Options outstanding weighted average exercise price, ending balance	9.41	$ 9.30	$ 9.19	$ 9.68
Options outstanding weighted average exercise price, vested and expected to vest	12.17
Options outstanding weighted average exercise price, exercisable	$ 9.76
Options Outstanding Aggregate Intrinsic value	$ 78,575	$ 5,348	$ 2,229	$ 1,329
Options Vested and Expected to Vest Aggregate Intrinsic Value	52,810
Options Exercisable Aggregate Intrinsic Value	$ 67,028
Option Outstanding Weighted Average Remaining Term	6 years 3 months 22 days	5 years 11 months 5 days	6 years 4 months 2 days	5 years 9 months 18 days
Options Vested and Expected to Vest Weighted Average Remaining Term	7 years 11 months 16 days
Options Exercisable Weighted Average Remaining Term	6 years 2 months 5 days

Stock Options - Schedule of Average Assumptions to Value Options (Detail) - $ / shares	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract]
Risk-free interest rate	1.20%	1.00%	1.90%
Expected life (years)	6 years 18 days	6 years 22 days	5 years 10 months 21 days
Expected dividend yield
Volatility	46.90%	46.40%	47.30%
Weighted average common stock fair value	$ 11.32	$ 8.65	$ 7.20

Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 30, 2012	Sep. 23, 2012	Jun. 24, 2012	Mar. 25, 2012	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Quarterly Financial Information Disclosure [Abstract]
Total revenues	$ 74,761	$ 78,021	$ 78,186	$ 68,744	$ 73,508	$ 69,869	$ 69,156	$ 62,381	$ 299,712	$ 274,914	$ 237,966
Income from operations	(6,614)	3,176	4,761	152	1,831	2,817	2,325	1,592	1,475	8,565	8,198
Net income attributable to Potbelly Corporation	$ (3,684)	$ 2,165	$ 2,759	$ 18	$ 18,475	$ 2,548	$ 1,749	$ 1,274	$ 1,258	$ 24,046	$ 7,165
Basic earnings per share	$ (1.93)	$ (12.29)	$ (1.77)	$ (1.74)	$ 1.15	$ (0.75)	$ (1.34)	$ (1.16)	$ (6.29)	$ 0.72	$ (2.35)
Diluted earnings per share	$ (1.93)	$ (12.29)	$ (1.77)	$ (1.74)	$ 1.05	$ (0.75)	$ (1.34)	$ (1.16)	$ (6.29)	$ 0.66	$ (2.35)

- Definition

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

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

+ Details

Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Financial Data (Parenthetical) (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012	Dec. 29, 2013	Dec. 30, 2012	Dec. 25, 2011
Schedule Of Quarterly Financial Data [Line Items]
Valuation allowance against deferred tax assets		$ (16,900)	$ (204)	$ (15,994)	$ 537
Recognized stock compensation expense			11,610	$ 2,825	$ 1,524
IPO [Member]
Schedule Of Quarterly Financial Data [Line Items]
Recognized stock compensation expense	$ 7,600		$ 7,600