Forward-Looking Statements



The following discussion of our financial condition and results of operations
should be read in conjunction with the unaudited condensed consolidated
financial statements and the notes thereto included elsewhere in this Quarterly
Report on Form 10-Q and with our audited consolidated financial statements
included in our Annual Report on Form 10-K for the fiscal year ended
December 25, 2022. This discussion 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 (the "Exchange Act"), and
the Private Securities Litigation Reform Act of 1995, and involves numerous
risks and uncertainties. Forward-looking statements may include, among others,
statements relating to our future financial position and results of operations,
our ability to grow our brand in new and existing markets, and the
implementation and results of strategic initiatives, including our
"Traffic-Driven Profitability" Five-Pillar strategic plan. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts and generally contain words such as "believes,"
"expects," "may," "will," "should," "seeks," "intends," "plans," "strives,"
"goal," "estimates," "forecasts," "projects" or "anticipates" and the negative
of these terms or similar expressions. Our forward-looking statements are
subject to risks and uncertainties, which may cause actual results to differ
materially from those projected or implied by the forward-looking statement, due
to reasons including, but not limited to, the potential future impact of
COVID-19 on our business and results of operations; compliance with covenants in
our credit facility; competition; general economic conditions including any
impact from inflation; our ability to successfully implement our business
strategy; the success of our initiatives to increase sales and traffic,
including the success of our franchising initiatives; changes in commodity,
energy, labor and other costs; our ability to attract and retain management and
employees and adequately staff our restaurants; consumer reaction to
industry-related public health issues and perceptions of food safety; our
ability to manage our growth; reputational and brand issues; price and
availability of commodities; consumer confidence and spending patterns; and
weather conditions. Forward-looking statements are based on current expectations
and assumptions and currently available data and are neither predictions nor
guarantees of future events or performance. You should not place undue reliance
on forward-looking statements, which speak only as of the date hereof. See "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" included in
our Annual Report on Form 10-K for the fiscal year ended December 25, 2022, for
a discussion of factors that could cause our actual results to differ from those
expressed or implied by forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as otherwise required by law.

Business

Potbelly Corporation is a neighborhood sandwich concept that has been feeding
customers' smiles with warm, toasty sandwiches, signature salads, hand-dipped
shakes and other fresh menu items, customized just the way customers want them,
for more than 40 years. Potbelly owns and operates Potbelly Sandwich Shop
concepts in the United States. We also have domestic franchise operations of
Potbelly Sandwich Shop concepts. Potbelly's chief operating decision maker is
our Chief Executive Officer. Based on how our Chief Executive Officer reviews
financial performance and allocates resources on a recurring basis, we have one
operating segment and one reportable segment.

We strive to be proactive and deliberate in our efforts to drive profitable
growth in our existing business. Our "Traffic-Driven Profitability" Five-Pillar
strategic plan includes a prioritized set of low-cost strategic investments that
we believe will deliver strong returns. The five pillars are:

•Craveable Quality Food at a Great Value
•People Creating Good Vibes
•Customer Experiences that Drive Traffic Growth
•Digitally Driven Awareness, Connection and Traffic
•Franchise Focused Development

Our shop model is designed to generate, and has generated, strong cash flow,
attractive shop-level financial results and high returns on investment. We
operate our shops successfully in a wide range of geographic markets, population
densities and real estate settings. We aim to generate average shop-level profit
margins, a non-GAAP measure, that range from the mid to high teens. Our ability
to achieve such margins and returns depends on a number of factors. For example,
we face increasing labor and commodity costs, which we have partially offset by
increasing menu prices. Although there is
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no guarantee that we will be able to maintain these returns, we believe our attractive shop economics support our ability to profitably grow our brand in new and existing markets.



We are actively executing against our Franchise Growth Acceleration Initiative
which includes the goal of refranchising approximately 25% of our
company-operated shops over the next three years and executing area development
agreements with franchisees to develop additional Potbelly shops in specific
markets.

The table below sets forth a rollforward of company-operated and franchise
operated activities:

                                            Company-        Franchise-         Total
                                            Operated         Operated         Company
          Shops as of December 26, 2021       397               46             443
          Shops opened                          -                -               -
          Shops closed                         (3)               -              (3)
          Shops refranchised                    -                -               -
          Shops as of March 27, 2022          394               46             440

          Shops as of December 25, 2022       384               45             429
          Shops opened                          -                -               -
          Shops closed                         (3)               -              (3)
          Shops refranchised                   (8)               8               -
          Shops as of March 26, 2023          373               53             426

Impact of COVID-19 and Other Impacts on Our Business



The COVID-19 pandemic significantly impacted economic conditions in the United
States where all our shops are located during portions of 2020 and 2021. During
the first quarter of 2022, there were increases in the number of COVID-19 cases,
including the Omicron variant which impacted our shops during a portion of that
quarter. The impact of COVID-19 on our financial results and operations
decreased significantly throughout 2022. We will continue to actively monitor
the situation and may take further actions that alter our business operations as
may be required by federal, state or local authorities or that we determine are
in the best interests of our employees, customers, franchisees, stakeholders and
communities.

Key Performance Indicators

In assessing the performance of our business, we consider a variety of
performance and financial measures. The key measures for determining how the
business is performing are comparable store sales, number of company-operated
shop openings, shop-level profit margins, and Adjusted EBITDA.

Company-Operated Comparable Store Sales



Comparable store sales reflect the change in year-over-year sales for the
comparable company-operated store base. We define the comparable store base to
include those shops open for 15 months or longer. As of the quarters ended
March 26, 2023 and March 27, 2022, there were 376 and 388 shops, respectively,
in our comparable company-operated store base. Comparable store sales growth can
be generated by an increase in number of transactions and/or by increases in the
average check amount resulting from a shift in menu mix and/or increase in
price. This measure highlights performance of existing shops as the impact of
new shop openings is excluded. For purposes of the comparable store sales
calculation, a transaction is defined as an entrée, which includes sandwiches,
salads and bowls of soup or mac and cheese.

Number of Company-Operated Shop Openings



The number of company-operated shop openings reflects the number of shops opened
during a particular reporting period. Before we open new shops, we incur
pre-opening costs. Often, new shops open with an initial start-up period of
higher-than-normal sales volumes, which subsequently decrease to stabilized
levels. While sales volumes are generally higher during the initial opening
period, new shops typically experience normal inefficiencies in the form of
higher cost of sales, labor and other direct operating expenses and as a result,
shop-level profit margins are generally lower during the
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start-up period of operation. The average start-up period is 10 to 13 weeks.
With our focus on franchise shop development, we expect company shop development
to be limited in 2023.

Shop-Level Profit (Loss) Margin



Shop-level profit (loss) margin is defined as net company-operated sandwich shop
sales less company-operated sandwich shop operating expenses, excluding
depreciation, which consists of food, beverage and packaging costs, labor and
related expenses, occupancy expenses, and other operating expenses, as a
percentage of net company-operated sandwich shop sales. Other operating expenses
include all other shop-level operating costs, excluding depreciation, the major
components of which are credit card fees, fees to third-party marketplace
partners, marketing and advertising, shop technology and software, supply chain
costs, operating supplies, utilities, and repair and maintenance costs.
Shop-level profit (loss) margin is not required by, or presented in accordance
with U.S. GAAP. We believe shop-level profit (loss) margin is important in
evaluating shop-level productivity, efficiency and performance.

Adjusted EBITDA



We define Adjusted EBITDA as net income before depreciation and amortization,
interest expense and provision for income taxes, adjusted for the impact of the
following items that we do not consider representative of ongoing operating
performance: stock-based compensation expense, impairment and shop closure
expenses, gain or loss on disposal of property and equipment, and gain or loss
on Franchise Growth Acceleration Initiative activities, as well as other
one-time, non-recurring charges. Adjusted EBITDA is not required by or presented
in accordance with U.S. GAAP. We believe that Adjusted EBITDA is a useful
measure of operating performance, as it provides a picture of operating results
by eliminating expenses that management does not believe are reflective of
underlying business performance.
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Quarter Ended March 26, 2023 Compared to Quarter Ended March 27, 2022

The following table presents information comparing the components of net loss for the periods indicated (dollars in thousands):


                                                                    For the Quarter Ended
                                        March 26,               % of                   March 27,              % of                     Increase             Percent
                                           2023               Revenues                    2022              Revenues                  (Decrease)            Change
Revenues
Sandwich shop sales, net              $   116,947                 98.9        %       $  97,431                 99.2        %       $    19,516                20.0        %
Franchise royalties, fees and rent
income                                      1,323                  1.1                      790                  0.8                        533                67.5
Total revenues                            118,270                100.0                   98,221                100.0                     20,049                20.4

Expenses
(Percentages stated as a percent of
sandwich shop sales, net)
Sandwich shop operating expenses,
excluding depreciation
Food, beverage and packaging costs         32,620                 27.9                   27,308                 28.0                      5,312                19.5
Labor and related expenses                 36,502                 31.2                   33,253                 34.1                      3,249                 9.8
Occupancy expenses                         13,310                 11.4                   13,845                 14.2                       (535)               (3.9)
Other operating expenses                   20,484                 17.5                   18,105                 18.6                      2,379                13.1

(Percentages stated as a percent of
total revenues)
Franchise support, rent and marketing
expenses                                      591                  0.5                      120                  0.1                        471         

392.5


General and administrative expenses         9,969                  8.4                    8,518                  8.7                      1,451                17.0
Depreciation expense                        2,971                  2.5                    3,136                  3.2                       (165)               (5.3)
Pre-opening costs                              22                      NM                     -                      NM                      22                     NM
Loss on Franchise Growth Acceleration
Initiative activities                         949                  0.8                        -                      NM                     949                     NM
Impairment, loss on disposal of
property and equipment and shop
closures                                    1,045                  0.9                    1,319                  1.3                       (274)              (20.8)
Total expenses                            118,463                100.2                  105,604                107.5                     12,859                12.2
Loss from operations                         (193)                (0.2)                  (7,383)                (7.5)                     7,190                     NM

Interest expense, net                         667                  0.6                      327                  0.3                        340               104.0
Loss on extinguishment of debt                239                  0.2                        -                      NM                     239                     NM
Loss before income taxes                   (1,099)                (0.9)                  (7,710)                (7.8)                     6,611                     NM
Income tax expense                            105                      NM                   177                  0.2                        (72)              (40.7)
Net loss                                   (1,204)                (1.0)                  (7,887)                (8.0)                     6,683                     NM
Net income attributable to
non-controlling interest                      123                  0.1                       26                      NM                      97               373.1
Net loss attributable to Potbelly
Corporation                           $    (1,327)                (1.1)       %       $  (7,913)                (8.1)       %       $     6,586                     NM     %

                                                                    For the Quarter Ended
                                                   March 26,                                      March 27,                                      

Increase


Other Key Performance Indicators                     2023                                           2022                                        (Decrease)
Comparable store sales                                            22.2  %                                       24.4  %                                        (2.2) %
Shop-level profit margin(1)                                       12.0  %                                        5.0  %                                         6.9  %
Adjusted EBITDA(1)                    $                          5,560                $                       (2,279)               $                         7,839

_____________________________________

(1) - Reconciliation below for Non-GAAP measures

"NM" - Amount is not meaningful


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Revenues



Total revenues increased by $20.0 million, or 20.4%, to $118.3 million during
the quarter ended March 26, 2023, from $98.2 million during the quarter ended
March 27, 2022. This increase was primarily driven by the sustained recovery of
our shops in central business districts and airport locations, improved
performance of our catering channel, successful marketing programs, and
increased prices to offset cost inflation. Additionally, during the first
quarter of 2022, there were increases in the number of COVID-19 cases, including
the Omicron variant, which impacted our shops during a portion of that quarter.
Company-operated comparable store sales resulted in an increase in revenue of
$21.3 million, or 22.2%. The increase in revenue also included sales from shops
that were temporarily closed in 2022. These increases were partially offset by a
decrease in sales from shops that have either permanently closed or been
refranchised since the first quarter of 2022. Additionally, revenue from
franchise royalties, fees and rent income increased by $0.5 million, or 67.5%.

Food, beverage, and packaging costs



Food, beverage, and packaging costs increased by $5.3 million, or 19.5%, to
$32.6 million during the quarter ended March 26, 2023, from $27.3 million during
the quarter ended March 27, 2022. This increase was primarily driven by an
increase in shop sales volume and increased costs of our food and paper
supplies, specifically proteins and bread. As a percentage of sandwich shop
sales, food, beverage, and packaging costs decreased to 27.9% during the quarter
ended March 26, 2023, from 28.0% during the quarter ended March 27, 2022,
primarily driven by increased menu prices, partially offset by the increased
costs as previously noted.

Labor and Related Expenses

Labor and related expenses increased by $3.2 million, or 9.8%, to $36.5 million
during the quarter ended March 26, 2023, from $33.3 million for the quarter
ended March 27, 2022, primarily driven by an increase in shop sales volumes and
higher shop labor wage rates as a result of labor availability challenges in
certain restaurants. As a percentage of sandwich shop sales, labor and related
expenses decreased to 31.2% during the quarter ended March 26, 2023, from 34.1%
for the quarter ended March 27, 2022, primarily driven by sales leverage in
certain labor related costs not directly variable with sales.

Occupancy Expenses



Occupancy expenses decreased by $0.5 million, or 3.9%, to $13.3 million during
the quarter ended March 26, 2023, from $13.8 million during the quarter ended
March 27, 2022, primarily due to a decrease in fixed lease expenses as a result
of lease concessions and restructurings completed in the prior year, partially
offset by an increase in variable lease expenses. As a percentage of sandwich
shop sales, occupancy expenses decreased to 11.4% for the quarter ended March
26, 2023, from 14.2% for the quarter ended March 27, 2022, primarily due to
increased sales leverage in certain occupancy related costs which are not
variable with sales, as well as the impact of the lease concessions and
restructurings as previously noted.

Other Operating Expenses



Other operating expenses increased by $2.4 million, or 13.1%, to $20.5 million
during the quarter ended March 26, 2023, from $18.1 million during the quarter
ended March 27, 2022. The increase was primarily related to an increase in
marketing and advertising spend and certain items variable with sales, including
fees to third-party delivery partners and credit card fees. As a percentage of
sandwich shop sales, other operating expenses decreased to 17.5% for the quarter
ended March 26, 2023, from 18.6% for the quarter ended March 27, 2022, primarily
driven by sales leverage in operating expense items that are not directly
variable with sales, such as utilities.

Franchise support, rent and marketing expenses



Franchise support, rent and marketing expenses increased by $471 thousand to
$591 thousand during the quarter ended March 26, 2023 compared to $120 thousand
during the quarter ended March 27, 2022, driven by increased marketing and
advertising expenses, as well as an increase in franchise rent expenses as a
result of the refranchising transaction executed this quarter.

General and Administrative Expenses

General and administrative expenses increased by $1.5 million, or 17.0%, to $10.0 million during the quarter ended March 26, 2023, from $8.5 million during the quarter ended March 27, 2022. This increase was primarily driven by an increase in payroll costs and bonus accrual expense. As a percentage of revenues, general and administrative expenses


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decreased to 8.4% for the quarter ended March 26, 2023, from 8.7% for the quarter ended March 27, 2022, primarily driven by an increase in certain costs not directly variable with sales.

Depreciation Expense



Depreciation expense decreased by $0.2 million, or 5.3%, to $3.0 million during
the quarter ended March 26, 2023, from $3.1 million during the quarter ended
March 27, 2022. The decrease was driven primarily by a lower depreciable base
related to a decrease in the number of company-operated shops and impairment
charges taken in prior periods. As a percentage of revenues, depreciation was
2.5% during the quarter ended March 26, 2023, a decrease from 3.2% for the
quarter ended March 27, 2022.

Loss on Franchise Growth Acceleration Initiative activities



Loss on Franchise Growth Acceleration Initiative activities was $0.9 million
during the quarter ended March 26, 2023. We did not incur expenses related to
these activities during the quarter ended March 27, 2022.

Impairment, Loss on Disposal of Property and Equipment and Shop Closures

Impairment, loss on disposal of property and equipment and shop closures decreased by $0.3 million, or 20.8%, to $1.0 million during the quarter ended March 26, 2023, from $1.3 million during the quarter ended March 27, 2022.



After performing a periodic review of our shops during the quarter ended March
26, 2023, it was determined that indicators of impairment were present for
certain shops as a result of continued underperformance. We performed an
impairment analysis related to these shops and recorded an impairment charge of
$0.7 million for the quarter ended March 26, 2023.

During the quarters ended March 26, 2023 and March 27, 2022, we did not incur any lease termination fees.



Interest Expense, Net

Net interest expense was $667 thousand during the quarter ended March 26, 2023
compared to $327 thousand during the quarter ended March 27, 2022, due to higher
interest rates and average borrowings outstanding as a result of the Term Loan.

Income Tax Expense

We recognized income tax expense of $105 thousand for the quarter ended March 26, 2023. We recognized income tax expense of $177 thousand for the quarter ended March 27, 2022.


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Non-GAAP Financial Measures

Shop-Level Profit (Loss) Margin



Shop-level profit (loss) margin was 12.0% for the quarter ended March 26, 2023.
Shop-level profit (loss) margin is not required by, or presented in accordance
with U.S. GAAP. We believe shop-level profit (loss) margin is important in
evaluating shop-level productivity, efficiency and performance.

                                                                     For the Quarter Ended
                                                                 March 26,            March 27,
                                                                   2023                  2022
                                                                        ($ in thousands)
Loss from operations                                          $       (193)         $    (7,383)
Less: Franchise royalties, fees and rent income                      1,323                  790
Franchise support, rent and marketing expenses                         591                  120
General and administrative expenses                                  9,969                8,518
Pre-opening costs                                                       22                    -
Loss on Franchise Growth Acceleration Initiative activities            949                    -
Depreciation expense                                                 2,971                3,136
Impairment, loss on disposal of property and equipment and
shop closures                                                        1,045                1,319
Shop-level profit (loss) [Y]                                  $     14,031          $     4,920
Total revenues                                                $    118,270          $    98,221
Less: Franchise royalties, fees and rent income                      1,323                  790
Sandwich shop sales, net [X]                                  $    116,947          $    97,431
Shop-level profit (loss) margin [Y÷X]                                 12.0  %               5.0  %


Adjusted EBITDA

Adjusted EBITDA was $5.6 million for the quarter ended March 26, 2023. Adjusted
EBITDA is not required by, or presented in accordance with U.S. GAAP. We believe
that Adjusted EBITDA is a useful measure of operating performance, as it
provides a picture of operating results by eliminating expenses that management
does not believe are reflective of underlying business performance.

                                                                         For the Quarter Ended
                                                                    March 26,               March 27,
                                                                      2023                    2022
                                                                           ($ in thousands)
Net loss attributable to Potbelly Corporation                  $     (1,327)             $     (7,913)
Depreciation expense                                                  2,971                     3,136
Interest expense                                                        667                       327
Income tax expense                                                      105                       177
EBITDA                                                         $      2,416              $     (4,273)

Impairment, loss on disposal of property and equipment, and shop closures (a)

                                                     1,045                     1,319
Stock-based compensation                                                911                       675
Loss on extinguishment of debt                                          239                         -
Loss on Franchise Growth Acceleration Initiative activities             949                         -
Adjusted EBITDA                                                $      5,560              $     (2,279)

______________________________

(a)This adjustment includes costs related to impairment of long-lived assets, loss on disposal of property and equipment and shop closure expenses.


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Liquidity and Capital Resources

General



Our ongoing primary sources of liquidity and capital resources are cash provided
from operating activities, existing cash and cash equivalents, and our Term
Loan. In the short term, our primary requirements for liquidity and capital are
existing shop capital investments, maintenance, lease obligations, working
capital and general corporate needs. Our requirement for working capital is not
significant since our customers pay for their food and beverage purchases in
cash or payment cards (credit or debit) at the time of sale. Thus, we are able
to sell certain inventory items before we need to pay our suppliers for such
items. Company shops do not require significant inventories or receivables.

As of March 26, 2023, we had a cash balance of $25.6 million and total liquidity
(cash less restricted cash) of $24.8 million compared to a cash balance of $15.6
million and total liquidity (cash plus amounts available under our Former Credit
Facility) of $31.4 million at the end of the previous quarter. We believe that
cash from our operations and the cash proceeds received under our the Term Loan
will be able to provide sufficient liquidity for at least the next twelve
months.

Cash Flows



The following table presents summary cash flow information for the periods
indicated (in thousands):

                                                    For the Quarter Ended
                                                   March 26,          March 27,
                                                     2023               2022

          Net cash provided by (used in):
          Operating activities                $       (657)             (7,739)
          Investing activities                      (3,216)             (1,378)
          Financing activities                      14,599               4,257
          Net increase (decrease) in cash     $     10,726           $  (4,860)


Operating Activities

Net cash used in operating activities decreased to $0.7 million for the quarter
ended March 26, 2023, from $7.7 million for the quarter ended March 27, 2022.
The $7.1 million change in operating cash was primarily driven by a decrease in
loss from operations compared to the prior year.

Investing Activities



Net cash used in investing activities increased to $3.2 million for the quarter
ended March 26, 2023, from $1.4 million for the quarter ended March 27, 2022.
The $1.8 million increase was primarily due to an increase in capital
expenditures. Capital expenditures consist primarily of ongoing investment in
our company-owned shops and investment in our digital platforms.

Financing Activities



Net cash provided by financing activities increased to $14.6 million for the
quarter ended March 26, 2023, from $4.3 million for the quarter ended March 27,
2022. The $10.3 million increase in financing cash was primarily driven by net
proceeds from the Term Loan executed in the first quarter of 2023.

Term Loan



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



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

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

As of March 26, 2023, the effective interest rate was 15.07%.



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

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

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

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

As of March 26, 2023, we had $24.7 million outstanding under the Term Loan. We are currently in compliance with all financial debt covenants.

Stock Repurchase Program



On May 8, 2018, we announced that our Board of Directors authorized a stock
repurchase program for up to $65.0 million of our outstanding common stock. The
program permits us, from time to time, to purchase shares in the open market
(including in pre-arranged stock trading plans in accordance with the guidelines
specified in Rule 10b5-1 under the Securities and Exchange Act of 1934, as
amended) or in privately negotiated transactions. The number of common shares
actually repurchased, and the timing and price of repurchases, will depend upon
market conditions, SEC requirements and other factors. Purchases may be started
or stopped at any time without prior notice depending on market conditions and
other factors. For the quarter ended March 26, 2023, we did not repurchase any
shares of our common stock under the stock repurchase program. We do not have
plans to repurchase any common stock under our stock repurchase program at this
time.

Equity Offering Program

On November 3, 2021, we entered into a certain Equity Sales Agreement (the
"Sales Agreement") with William Blair & Company, L.L.C., as agent ("William
Blair") pursuant to which we may sell shares of our common stock having an
aggregate offering price of up to $40.0 million (the "Shares"), from time to
time, in our sole discretion, through an "at the market" equity offering program
under which William Blair will act as sales agent. As of March 26, 2023, we have
not sold any shares under the Sales Agreement.
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Critical Accounting Estimates



Our discussion and analysis of the financial condition and results of operations
are based on our consolidated financial statements, which have been prepared in
accordance with U.S. GAAP. The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates. Critical accounting estimates are those that management
believes are both most important to the portrayal of our financial condition and
operating results, and require management's most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain. We base our estimates on
historical experience and other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Judgments and uncertainties affecting the application of
those policies may result in materially different amounts being reported under
different conditions or using different assumptions. We have made no significant
changes in our critical accounting estimates since the last annual report. Our
critical accounting estimates are identified and described in our annual
consolidated financial statements and related notes.

New and Revised Financial Accounting Standards

See Note 1 to the Consolidated Financial Statements for a description of recently issued Financial Accounting Standards.

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