
Company Operations - As of December 29, 2024, Potbelly had 442 shops across 29 states and the District of Columbia, with 346 company-operated and 96 franchise-operated locations[18]. - The company employs over 5,000 team members, with a focus on maintaining a positive and inclusive workplace culture[36][37]. - The company’s shops average approximately 2,300 square feet, with a target size of 1,800 to 2,200 square feet for new openings, designed to create a unique customer experience[52]. - Approximately 63% of the company's domestic company-operated shops are located in Illinois, Texas, Michigan, Washington, D.C., and Virginia, with shops in the Chicago metropolitan area comprising about 27%[159]. - In 2024, the company opened five new company-operated shops and closed three, with a focus on franchise shop development expected to drive most growth in 2025[49]. Financial Performance - In fiscal year 2024, the system-wide average check per entree was approximately 11.87 in 2023[28]. - The average check per entree reflects the company's commitment to providing high-quality food at reasonable prices, contributing to customer value[28]. - The average investment for a new shop is approximately 1.3 million for fiscal year 2024, aiming for shop-level profit margins in the mid to high teens[50]. - The company has no plans to pay regular cash dividends for the foreseeable future, which may affect the return on investment for shareholders[184]. - Future decisions regarding dividends will depend on the company's financial condition, cash requirements, and other relevant factors[184]. Growth and Expansion - Potbelly's franchise program has 276 commitments for future openings, indicating a focus on expanding franchise growth[27]. - The company has increased its marketing resources, focusing on digital channels to drive traffic growth and brand awareness[57]. - The "Traffic-Driven Profitability" strategic plan includes five pillars aimed at driving profitable growth, focusing on customer experience and digital engagement[22][23]. - The company plans to continue emphasizing mobile and digital ordering, delivery, and catering, although these efforts may face unexpected operational challenges[166]. Supply Chain and Operations - The company sources over 90% of its food supplies through six primary distributors, with meats representing approximately 30% of product purchasing composition[62][64]. - The company relies on a limited number of suppliers, purchasing almost all bread from one supplier and over 90% of meat products from 10 suppliers, which poses a risk to operations if these suppliers fail to meet obligations[119]. - Shortages or interruptions in the supply of fresh food products could negatively impact the availability, quality, and cost of ingredients, affecting operating results[118]. - The company utilizes forward pricing arrangements with suppliers to manage commodity price risks, but these arrangements are generally short-term and may not provide sufficient protection against price fluctuations[116]. Risks and Challenges - The company faces significant competition in the fast-casual restaurant segment, competing on product quality, service, and price against established competitors[67]. - The company faces challenges in attracting and retaining qualified personnel, which could lead to increased labor costs and operational difficulties, potentially affecting financial performance[121]. - Increased commodity and energy costs could decrease shop-level profit margins, with potential impacts from inflation, supply shortages, and geopolitical events such as the Russia-Ukraine conflict[116]. - Negative publicity regarding food quality or public health concerns could materially harm the company's results of operations and brand reputation[162]. - The company is experiencing labor cost inflation, which could significantly increase operational costs and adversely affect financial performance[171]. Legal and Compliance - The company is subject to legal and compliance risks related to data privacy and protection, with potential costs arising from non-compliance or data breaches[127]. - The company is subject to extensive federal, state, and local laws, which can increase compliance costs and complexity[142]. - The company faces risks related to litigation, including class action lawsuits alleging violations of workplace and employment laws, which could result in substantial damages[148]. - The company is required to obtain and maintain various licenses and permits to operate, with failure to do so potentially harming business operations[147]. Corporate Governance and Financial Structure - The company has entered into an equity sales agreement with William Blair & Company, allowing for the issuance and sale of common stock with an aggregate offering price of up to $40 million[182]. - The company has provisions in its bylaws that may discourage or delay changes in control or management, potentially impacting stock price[180]. - Section 203 of the Delaware General Corporation Law may restrict certain business combinations for three years for stockholders owning 15% or more of the voting stock[181]. - Restrictions exist on stockholders' ability to fill board vacancies and call special meetings, which may limit shareholder influence[184]. - The company’s bylaws can only be amended by a two-thirds majority vote of the outstanding shares, which may deter hostile takeovers[184].