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Potbelly(PBPB) - 2022 Q3 - Earnings Call Transcript
2022-11-06 12:22
Potbelly Corporation (NASDAQ:PBPB) Q3 2022 Earnings Conference Call November 3, 2022 5:00 PM ET Company Participants Adiya Dixon - Senior Vice President & Chief Legal Officer Bob Wright - President & Chief Executive Officer Steve Cirulis - Senior Vice President & Chief Financial Officer Lisa Fortuna - Investor Relations Conference Call Participants Matt Curtis – William Blair Operator Good afternoon, everyone, and welcome to the Potbelly Corporation Third Quarter 2022 Earnings Conference Call. All participa ...
Potbelly(PBPB) - 2022 Q3 - Earnings Call Presentation
2022-11-04 21:55
- (m) - POTBEL S A N D W I C H W O R K S ® Third Quarter 2022 Earnings Presentation -- November 3, 2022 -- Cautionary Statements Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward-looking statements, written, oral or otherwise made, repr ...
Potbelly(PBPB) - 2022 Q3 - Quarterly Report
2022-11-03 20:46
[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Financial statements show significant revenue growth, a $9.1 million net income for the quarter due to PPP loan forgiveness, and improved equity [Condensed Consolidated Balance Sheets (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28Unaudited%29) Total assets decreased to $241.6 million, while liabilities reduced, leading to a positive total equity of $0.9 million from a prior deficit Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 25, 2022 | Dec 26, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $9,506 | $14,353 | | Total current assets | $25,708 | $28,054 | | **Total assets** | **$241,555** | **$253,237** | | Total current liabilities | $66,602 | $69,880 | | Long-term debt, net | $10,100 | $17,517 | | **Total liabilities** | **$240,646** | **$255,654** | | **Total equity (deficit)** | **$909** | **($2,417)** | [Condensed Consolidated Statements of Operations (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20%28Unaudited%29) Q3 2022 revenues rose 15.7% to $117.6 million, with a $9.1 million net income driven by PPP loan forgiveness Q3 2022 vs Q3 2021 Performance (in thousands, except per share data) | Metric | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | Total revenues | $117,649 | $101,694 | | Loss from operations | ($705) | ($2,603) | | Gain on extinguishment of debt | $10,191 | $0 | | **Net income (loss)** | **$9,136** | **($2,860)** | | Diluted EPS | $0.31 | ($0.10) | YTD 2022 vs YTD 2021 Performance (in thousands, except per share data) | Metric | YTD Sep 25, 2022 | YTD Sep 26, 2021 | | :--- | :--- | :--- | | Total revenues | $331,823 | $277,248 | | Loss from operations | ($7,049) | ($20,239) | | Gain on extinguishment of debt | $10,191 | $0 | | **Net income (loss)** | **$1,957** | **($21,182)** | | Diluted EPS | $0.06 | ($0.78) | [Condensed Consolidated Statements of Equity (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20%28Unaudited%29) Total equity improved from a $2.4 million deficit to a positive $0.9 million, primarily due to year-to-date net income - Total equity shifted from a deficit of **($2,417) thousand** at the end of 2021 to a positive equity of **$909 thousand** at the end of Q3 2022[13](index=13&type=chunk) - The improvement was driven by a net income of **$9,029 thousand** in Q3 2022, offsetting earlier losses and reducing the accumulated deficit[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28Unaudited%29) Operating activities provided $1.0 million cash year-to-date, a significant improvement, despite an overall $4.8 million decrease in cash Year-to-Date Cash Flow Summary (in thousands) | Cash Flow Activity | YTD Sep 25, 2022 | YTD Sep 26, 2021 | | :--- | :--- | :--- | | Net cash from Operating | $1,018 | ($7,138) | | Net cash from Investing | ($4,914) | ($7,543) | | Net cash from Financing | ($951) | $13,391 | | **Net decrease in cash** | **($4,847)** | **($1,290)** | | Cash at end of period | $9,506 | $9,836 | - A non-cash gain on the extinguishment of a **$10.2 million** PPP loan significantly adjusted net income to operating cash flow[15](index=15&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) Notes detail operations, revenue recognition, debt, and contingencies, including PPP loan forgiveness and impairment charges - As of the report date, the company operates **388** shops, with franchisees operating an additional **46** shops in the United States[16](index=16&type=chunk) - On July 12, 2022, the SBA approved forgiveness of the **$10.0 million** PPP loan principal and **$0.2 million** accrued interest, resulting in a **$10.2 million** gain[65](index=65&type=chunk) - The company recorded impairment charges of **$1.0 million** for the quarter and **$3.0 million** year-to-date due to underperforming shops[42](index=42&type=chunk) - The revolving credit facility's maturity was extended to **December 31, 2023**, with **$10.1 million** outstanding as of September 25, 2022[61](index=61&type=chunk)[62](index=62&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 15.7% quarterly revenue growth, improved shop-level profit margin, and the 'Franchise Growth Acceleration Initiative' [Business and Strategy](index=19&type=section&id=Business%20and%20Strategy) The company's strategy centers on a 5-pillar plan and a 'Franchise Growth Acceleration Initiative' to refranchise 25% of units - The company's strategy centers on the **"Traffic-Driven Profitability" 5-pillar plan** for growth and customer engagement[85](index=85&type=chunk) - A major strategic push is the **Franchise Growth Acceleration Initiative**, aiming to refranchise approximately **25%** of company units over three years[86](index=86&type=chunk) Shop Count Rollforward | Period | Company Operated | Franchise Operated | Total | | :--- | :--- | :--- | :--- | | Shops as of Dec 26, 2021 | 397 | 46 | 443 | | Shops opened YTD | 0 | 1 | 1 | | Shops closed YTD | (9) | (1) | (10) | | **Shops as of Sep 27, 2022** | **388** | **46** | **434** | [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Q3 2022 revenues increased 15.7% to $117.6 million, driven by comparable store sales and price increases, with PPP loan forgiveness aiding profitability Q3 2022 vs Q3 2021 Results (in thousands) | Metric | Q3 2022 | Q3 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $117,649 | $101,694 | 15.7% | | Sandwich shop sales, net | $116,449 | $100,996 | 15.3% | | Loss from operations | ($705) | ($2,603) | 72.9% | | Net income (loss) | $9,029 | ($2,948) | NM | - Quarterly revenue growth was driven by recovery in central business districts, improved catering, marketing, and price increases[98](index=98&type=chunk) YTD 2022 vs YTD 2021 Results (in thousands) | Metric | YTD 2022 | YTD 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $331,823 | $277,248 | 19.7% | | Sandwich shop sales, net | $328,873 | $275,274 | 19.5% | | Loss from operations | ($7,049) | ($20,239) | 65.2% | | Net income (loss) | $1,690 | ($21,301) | NM | [Non-GAAP Financial Measures](index=28&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP metrics show improved Q3 2022 shop-level profit margin at 10.6% and Adjusted EBITDA at $4.7 million Non-GAAP Performance Metrics | Metric | Q3 2022 | Q3 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | Shop-level profit margin | 10.6% | 8.7% | 9.2% | 6.5% | | Adjusted EBITDA (in thousands) | $4,677 | $2,677 | $8,199 | ($2,036) | [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains $23.7 million in total liquidity, with operating activities providing $1.0 million cash year-to-date, bolstered by PPP loan forgiveness - At the end of Q3 2022, the company had a cash balance of **$9.5 million** and total liquidity of **$23.7 million**[135](index=135&type=chunk) - The company's **$10.0 million** PPP loan, with accrued interest, was fully forgiven in July 2022, resulting in a **$10.2 million** gain[147](index=147&type=chunk) - The company has an 'at the market' equity offering program for up to **$40.0 million**, with no shares sold as of September 25, 2022[150](index=150&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes to its market risk exposures since December 26, 2021 - There have been no material changes in the company's market risk exposures since **December 26, 2021**[153](index=153&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 25, 2022, with no material changes to internal controls - The CEO and CFO concluded that disclosure controls and procedures were effective as of **September 25, 2022**[154](index=154&type=chunk) - No changes occurred during the quarter that materially affected internal control over financial reporting[155](index=155&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, but management expects no material adverse financial impact - Information regarding legal proceedings is provided in **Note 11** to the Condensed Consolidated Financial Statements[156](index=156&type=chunk) - Management does not expect current legal proceedings to materially impact the company's financials[81](index=81&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the fiscal year ended December 26, 2021 - No material changes to the company's Risk Factors have occurred since the Annual Report on Form 10-K for the fiscal year ended **December 26, 2021**[157](index=157&type=chunk) [Unregistered Sale of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sale%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase shares under its program year-to-date, acquiring 128,000 shares solely for tax withholding obligations - The company did not repurchase any shares under its stock repurchase program during the quarter[69](index=69&type=chunk)[148](index=148&type=chunk) - A total of **128,000** shares were acquired year-to-date, solely for employee tax withholding on vested equity awards[158](index=158&type=chunk)[161](index=161&type=chunk) - Approximately **$38.0 million** remains available for future purchases under the authorized stock repurchase program[158](index=158&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable - Not applicable[159](index=159&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[160](index=160&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) Not applicable - Not applicable[161](index=161&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) The report includes key exhibits such as the credit agreement amendment and Sarbanes-Oxley Act certifications - Exhibit **10.1** is Amendment No. **8** to the Second Amended and Restated Credit Agreement, dated **September 23, 2022**[163](index=163&type=chunk) - Exhibits **31.1, 31.2, and 32.1** contain required CEO and CFO certifications under the Sarbanes-Oxley Act[163](index=163&type=chunk)
Potbelly(PBPB) - 2022 Q2 - Earnings Call Transcript
2022-08-07 13:47
Potbelly Corporation (NASDAQ:PBPB) Q2 2022 Earnings Conference Call August 4, 2022 5:00 PM ET Company Participants Adiya Dixon – Senior Vice President and Chief Legal Officer Bob Wright – President and Chief Executive Officer Steve Cirulis – Senior Vice President and Chief Financial Officer Lisa Fortuna – Investor Relations Conference Call Participants Matt Curtis – William Blair Operator Good afternoon, everyone, and welcome to Potbelly Corporation's Second Quarter 2022 Earnings Conference Call. [Operator ...
Potbelly(PBPB) - 2022 Q2 - Earnings Call Presentation
2022-08-07 06:40
QOTETI S A N D W I C H W O R K S ® Second Quarter 2022 Earnings Presentation -- August 4, 2022 -- Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward-looking statements, written, oral or otherwise made, represent the Company's expectation ...
Potbelly(PBPB) - 2022 Q2 - Quarterly Report
2022-08-04 20:43
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ______________________________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 26, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ____to ____ Commission File Number: 001-36104 ______________________________________________ Potbelly Cor ...
Potbelly(PBPB) - 2022 Q1 - Earnings Call Transcript
2022-05-08 03:15
Potbelly Corporation (NASDAQ:PBPB) Q1 2022 Earnings Conference Call May 5, 2022 5:00 PM ET Company Participants Adiya Dixon – Senior Vice President and Chief Legal Officer Bob Wright – President and Chief Executive Officer Steve Cirulis – Senior Vice President and Chief Financial Officer Conference Call Participants Matt Curtis – William Blair Operator Good afternoon, everyone, and welcome to Potbelly Corporation’s First Quarter 2022 Earnings Conference Call. All participants will be in a listen-only mode. ...
Potbelly(PBPB) - 2022 Q1 - Earnings Call Presentation
2022-05-06 17:32
Potbelly is the sandwich shop with the craveable quality and good vibes of a first-class dive. First Quarter 2022 Earnings Presentation -- May 5, 2022 -- Cautionary Statements Forward-Looking Statements In addition to historical information, this presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward-looking st ...
Potbelly(PBPB) - 2022 Q1 - Quarterly Report
2022-05-05 20:58
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________________________ FORM 10-Q ______________________________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 27, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ____to ____ Commission File Number: 001-36104 ___________ ...
Potbelly(PBPB) - 2021 Q4 - Annual Report
2022-03-03 20:42
PART I [Business](index=6&type=section&id=Item%201.%20Business) Potbelly Corporation operates 443 sandwich shops guided by its five-pillar "Traffic-Driven Profitability" strategy Shop Count as of December 26, 2021 | Shop Type | Count | | :--- | :--- | | Company-Operated | 397 | | Franchise-Operated | 46 | | **Total** | **443** | - The company's "Traffic-Driven Profitability" strategy is centered on five key pillars[23](index=23&type=chunk)[24](index=24&type=chunk) - Craveable Quality Food at a Great Value, People Creating Good Vibes, Customer Experiences that Drive Traffic Growth, Digitally Driven Awareness, Connection and Traffic, and Franchise Focused Development[24](index=24&type=chunk) - The system-wide average check per entree increased to approximately **$9.81** in fiscal 2021, up from $9.08 in 2020[30](index=30&type=chunk) - The company contracts with Distribution Market Advantage, Inc (DMA), which supplies **over 85%** of its food supplies through six primary distributors[59](index=59&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, industry competition, and operational challenges - **COVID-19 Pandemic Risks:** The pandemic has adversely affected and could continue to impact customer traffic, staffing, supply chains, and cause shop closures[78](index=78&type=chunk) - **Business and Industry Risks:** The company faces intense competition, risks of food-borne illness, and challenges related to its growing digital and third-party delivery business[85](index=85&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk)[91](index=91&type=chunk) - **Labor and Supply Chain Risks:** Profitability is sensitive to changes in commodity prices and labor costs, with reliance on a limited number of suppliers and distributors[98](index=98&type=chunk)[101](index=101&type=chunk) - **IT and Cybersecurity Risks:** Failures or security breaches of IT systems could interrupt operations, damage reputation, and lead to legal liabilities[120](index=120&type=chunk)[121](index=121&type=chunk) - **Debt-Related Risks:** The Revolving Credit Facility imposes business limitations, and there is uncertainty regarding the forgiveness of its **$10.0 million** Paycheck Protection Program (PPP) loan[143](index=143&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) [Unresolved Staff Comments](index=31&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - None[177](index=177&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) The company leases all 397 of its company-operated shops, with a high concentration in Illinois and Texas Top 5 States/Districts by Number of Company-Operated Shops (as of Dec 26, 2021) | Location | Number of Shops | | :--- | :--- | | Illinois | 111 | | Texas | 62 | | Michigan | 30 | | Maryland | 28 | | District of Columbia | 22 | - The company does not own any real property; all company-operated shops are in leased premises[179](index=179&type=chunk) - Initial lease terms are typically ten years, with two additional five-year renewal options[179](index=179&type=chunk) - The corporate headquarters in Chicago, Illinois, occupies approximately 15,000 square feet under a lease through March 31, 2027[180](index=180&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) The company faces ordinary course legal proceedings, which are not expected to have a material adverse impact - The company is subject to legal proceedings and claims arising in the ordinary course of business, which are generally covered by insurance[182](index=182&type=chunk) - Management does not expect the ultimate liability from these proceedings to have a material adverse impact on the company's financial condition or operations[182](index=182&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[183](index=183&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=34&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ, with no dividends planned or shares repurchased in fiscal 2021 - The company's common stock is listed on the NASDAQ under the symbol "PBPB"[184](index=184&type=chunk) - The company does not anticipate paying cash dividends in the foreseeable future, as it plans to retain funds for business development and growth[185](index=185&type=chunk) - There were no purchases of the company's common stock by or on behalf of Potbelly Corporation during the year ended December 26, 2021[186](index=186&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2021 revenue grew 30.5% to $380.1 million, with an improved net loss and recovering shop-level profit margins Fiscal Year 2021 vs. 2020 Performance | Metric | FY 2021 | FY 2020 | Change | | :--- | :--- | :--- | :--- | | Total Revenues | $380.1M | $291.3M | +30.5% | | Comparable Store Sales | +30.3% | -24.7% | N/A | | Net Loss Attributable to Potbelly | ($23.8M) | ($65.4M) | +63.6% | | Shop-Level Profit Margin | 8.5% | (1.4)% | +9.9pp | | Adjusted EBITDA | $0.5M | ($32.7M) | N/A | - The increase in revenue was primarily driven by the easing of COVID-19 restrictions and the national rollout of a new menu, which increased traffic and average check[225](index=225&type=chunk) - Food, beverage, and packaging costs as a percentage of sales decreased to **27.8%** from 28.4% due to menu price increases, partially offset by commodity inflation[228](index=228&type=chunk) - Labor and related expenses as a percentage of sales decreased to **33.7%** from 36.4% due to sales leverage, despite higher wage rates from labor availability challenges[230](index=230&type=chunk) - The company ended fiscal 2021 with a cash balance of **$14.4 million** and total liquidity of **$28.8 million**[253](index=253&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to market risks from variable interest rates and commodity price volatility - **Interest Rate Risk:** The company is subject to interest rate risk from its variable-rate credit facility, with **$9.9 million** outstanding as of December 26, 2021[282](index=282&type=chunk) - **Commodity Price Risk:** The company is exposed to price fluctuations for food commodities and manages this risk through pricing agreements with suppliers but does not use derivative instruments[283](index=283&type=chunk) [Financial Statements and Supplementary Data](index=51&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements and the independent auditor's report Consolidated Balance Sheet Highlights (as of Dec 26, 2021) | Account | Amount (in thousands) | | :--- | :--- | | Total Current Assets | $28,054 | | Total Assets | $253,237 | | Total Current Liabilities | $69,880 | | Total Liabilities | $255,654 | | Total Equity (Deficit) | ($2,417) | Consolidated Statement of Operations Highlights (FY 2021) | Account | Amount (in thousands) | | :--- | :--- | | Total Revenues | $380,052 | | Loss from Operations | ($22,488) | | Net Loss | ($23,623) | | Net Loss Attributable to Potbelly | ($23,784) | | Diluted Loss Per Share | ($0.86) | - The independent auditor, Deloitte & Touche LLP, issued an **unqualified opinion** on the financial statements and the company's internal control over financial reporting[286](index=286&type=chunk)[287](index=287&type=chunk) - The critical audit matter identified was the **evaluation of long-lived shop asset impairment**, due to the high degree of judgment required in forecasting individual shop cash flows[292](index=292&type=chunk) [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](index=76&type=section&id=Item%209.%20Changes%20In%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[397](index=397&type=chunk) [Controls and Procedures](index=76&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal controls over financial reporting were effective - Management concluded that as of December 26, 2021, the company's disclosure controls and procedures were **effective**[398](index=398&type=chunk) - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was **effective** as of December 26, 2021[401](index=401&type=chunk) - There were **no changes** in internal control over financial reporting during the fourth quarter that materially affected, or are reasonably likely to materially affect, these controls[402](index=402&type=chunk) [Other Information](index=78&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[411](index=411&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=79&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement[413](index=413&type=chunk) [Executive Compensation](index=79&type=section&id=Item%2011.%20Executive%20Compensation) Required information is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement[415](index=415&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=79&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership is incorporated by reference, with details provided on equity compensation plans Equity Compensation Plan Information (as of Dec 26, 2021) | Plan Category | Securities to be issued upon exercise (thousands) | Weighted-average exercise price | Securities remaining available for future issuance (thousands) | | :--- | :--- | :--- | :--- | | Approved by security holders | 538 | $12.03 | 1,568 | | Not approved by security holders | — | — | — | | **Total** | **538** | **$12.03** | **1,568** | [Certain Relationships and Related Transactions, and Director Independence](index=79&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Required information is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement[418](index=418&type=chunk) [Principal Accountant Fees and Services](index=79&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Required information is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement[419](index=419&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=80&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K - This section contains the list of financial statements filed with the report[420](index=420&type=chunk) - An Exhibit Index is provided, listing all exhibits filed as part of the Annual Report[421](index=421&type=chunk) - No financial statement schedules are provided because the required information is not applicable or is included elsewhere in the financial statements or notes[422](index=422&type=chunk)