SEC Comment Letter for POTBELLY CORP (PBPB) (CIK 0001195734) — Nov 26, 2021
POTBELLY CORP (PBPB) (CIK 0001195734)
Date: Nov. 26, 2021 · CIK: 0001195734 · Accession: 0000000000-21-014279
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File numbers found in text: 001-36104
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United States securities and exchange commission logo
November 26, 2021
Steven Cirulis
Senior Vice President, Chief Financial Officer, Chief Strategy Officer
Potbelly Corporation
111 N. Canal Street, Suite 850
Chicago, Illinois 60606
Re:Potbelly Corporation
Form 10-K for the Fiscal Year Ended December 27, 2020
Filed March 12, 2021
File No. 001-36104
Dear Mr. Cirulis:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 27, 2020
Consolidated Financial Statements
Consolidated Statements of Operations, page 53
1.It appears from your disclosure on page 36 that cost of goods sold consists primarily of
food, beverage, and packaging costs, and is not burdened with other direct and indirect
costs of producing your food and beverages. If so, please retitle this line item accordingly
to better reflect what it represents.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameSteven Cirulis
Comapany NamePotbelly Corporation
November 26, 2021 Page 2
FirstName LastName
Steven Cirulis
Potbelly Corporation
November 26, 2021
Page 2
You may contact Blaise Rhodes at (202) 551-3774 or Rufus Decker at (202) 551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services