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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________________________
FORM 10-Q
_____________________________________________________________


        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended June 28, 2022
or
     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: 001-35987
___________________________________________________________
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
_____________________________________________________________
Delaware84-1303469
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
520 Zang Street, Suite D 
Broomfield, CO
80021
(Address of principal executive offices)(Zip Code)

(720) 214-1900
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act.
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, $0.01 par value per shareNDLSNasdaq Global Select Market
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  
Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer  Smaller reporting company
 Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No 
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at July 25, 2022
Class A Common Stock, $0.01 par value per share 45,701,280 shares


Table of Contents
TABLE OF CONTENTS
Page


1

Table of Contents
PART I

Item 1. Financial Statements

Noodles & Company
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
June 28,
2022
December 28,
2021
 (unaudited) 
Assets  
Current assets:  
Cash and cash equivalents$1,789 $2,255 
Accounts receivable3,967 3,958 
Inventories9,930 9,404 
Prepaid expenses and other assets4,598 6,837 
Income tax receivable211 108 
Total current assets20,495 22,562 
Property and equipment, net124,034 119,276 
Operating lease assets, net184,947 188,440 
Goodwill7,154 7,154 
Intangibles, net640 668 
Other assets, net1,311 3,359 
Total long-term assets318,086 318,897 
Total assets$338,581 $341,459 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable$15,279 $15,543 
Accrued payroll and benefits14,772 18,600 
Accrued expenses and other current liabilities12,398 13,791 
Current operating lease liabilities27,518 26,617 
Current portion of long-term debt 2,031 
Total current liabilities69,967 76,582 
Long-term debt, net31,142 18,931 
Long-term operating lease liabilities, net194,197 200,243 
Deferred tax liabilities, net229 269 
Other long-term liabilities8,159 7,801 
Total liabilities303,694 303,826 
Stockholders’ equity:  
Preferred stock—$0.01 par value, 1,000,000 shares authorized and undesignated as of June 28, 2022 and December 28, 2021; no shares issued or outstanding
  
Common stock—$0.01 par value, 180,000,000 shares authorized as of June 28, 2022 and December 28, 2021; 48,384,193 issued and 45,960,322 outstanding as of June 28, 2022 and 48,125,151 issued and 45,701,280 outstanding as of December 28, 2021
484 481 
Treasury stock, at cost, 2,423,871 shares as of June 28, 2022 and December 28, 2021
(35,000)(35,000)
Additional paid-in capital209,561 207,226 
Accumulated deficit(140,158)(135,074)
Total stockholders’ equity34,887 37,633 
Total liabilities and stockholders’ equity$338,581 $341,459 
   See accompanying notes to condensed consolidated financial statements.
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Noodles & Company
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data, unaudited)
 Fiscal Quarter EndedTwo Fiscal Quarters Ended
 June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
Revenue:  
Restaurant revenue$128,274 $123,715 $238,235 $231,459 
Franchising royalties and fees, and other2,793 1,934 5,394 3,767 
Total revenue131,067 125,649 243,629 235,226 
Costs and expenses:  
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):  
Cost of sales35,664 30,805 66,435 57,782 
Labor38,828 36,926 74,321 71,232 
Occupancy11,074 11,519 22,223 23,168 
Other restaurant operating costs22,792 21,082 44,658 41,287 
General and administrative12,744 12,978 24,584 23,907 
Depreciation and amortization5,763 5,576 11,484 11,163 
Pre-opening353 163 761 221 
Restaurant impairments, closure costs and asset disposals1,971 390 3,360 1,621 
Total costs and expenses129,189 119,439 247,826 230,381 
Income (loss) from operations1,878 6,210 (4,197)4,845 
Interest expense, net489 498 926 1,120 
Income (loss) before taxes1,389 5,712 (5,123)3,725 
Provision for (benefit from) income taxes44 29 (39)19 
Net income (loss)$1,345 $5,683 $(5,084)$3,706 
Earnings (loss) per Class A and Class B common stock, combined  
Basic$0.03 $0.12 $(0.11)$0.08 
Diluted$0.03 $0.12 $(0.11)$0.08 
Weighted average shares of Class A and Class B common stock outstanding, combined:  
Basic45,881,354 45,506,476 45,803,927 45,303,160 
Diluted46,108,720 46,246,169 45,803,927 45,992,119 
See accompanying notes to condensed consolidated financial statements.
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Table of Contents
Noodles & Company
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share data, unaudited)
Fiscal Quarter Ended
 
Common Stock(1)
Treasury Additional Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity
 SharesAmountSharesAmount
Balance—March 29, 202248,258,594 $483 2,423,871 $(35,000)$208,065 $(141,503)$32,045 
Stock plan transactions and other125,599 1 — — (19)— (18)
Stock-based compensation expense— — — — 1,515 — 1,515 
Net income— — — — — 1,345 1,345 
Balance—June 28, 202248,384,193 $484 2,423,871 $(35,000)$209,561 $(140,158)$34,887 
Balance—March 30, 202147,890,488 $479 2,423,871 $(35,000)$203,362 $(140,716)$28,125 
Stock plan transactions and other121,273 1 — — 55 — 56 
Stock-based compensation expense— — — — 1,579 — 1,579 
Net income— — — — — 5,683 5,683 
Balance—June 29, 202148,011,761 $480 2,423,871 $(35,000)$204,996 $(135,033)$35,443 
Two Fiscal Quarters Ended
Common Stock(1)
Treasury Additional Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity
SharesAmountSharesAmount
Balance—December 28, 202148,125,151 $481 2,423,871 $(35,000)$207,226 $(135,074)$37,633 
Stock plan transactions and other259,042 3 — — (320)— (317)
Stock-based compensation expense— — — — 2,655 — 2,655 
Net loss— — — — — (5,084)(5,084)
Balance—June 28, 202248,384,193 $484 2,423,871 $(35,000)$209,561 $(140,158)$34,887 
Balance—December 29, 202046,807,587 $468 2,423,871 $(35,000)$202,970 $(138,739)$29,699 
L Catterton warrants exercised
975,458 10 — — (10)—  
Stock plan transactions and other228,716 2 — — (281)— (279)
Stock-based compensation expense— — — — 2,317 — 2,317 
Net income— — — — — 3,706 3,706 
Balance—June 29, 202148,011,761 $480 2,423,871 $(35,000)$204,996 $(135,033)$35,443 
_____________
(1)Unless otherwise noted, activity relates to Class A common stock.

See accompanying notes to condensed consolidated financial statements.
4

Table of Contents
Noodles & Company
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
 Two Fiscal Quarters Ended
 June 28,
2022
June 29,
2021
Operating activities  
Net (loss) income$(5,084)$3,706 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
Depreciation and amortization11,484 11,163 
Deferred income taxes(40)16 
Restaurant impairments, closure costs and asset disposals1,363 898 
Amortization of debt issuance costs223 222 
Stock-based compensation2,618 2,283 
Gain on insurance proceeds (406)
Changes in operating assets and liabilities:  
Accounts receivable (55)(521)
Inventories(588)(1)
Prepaid expenses and other assets768 (961)
Accounts payable(438)3,060 
Income taxes(103)(26)
Operating lease assets and liabilities(1,741)830 
Accrued expenses and other liabilities(2,364)2,983 
Net cash provided by operating activities6,043 23,246 
Investing activities  
Purchases of property and equipment(16,724)(7,476)
Proceeds from restaurant divestitures1,577  
Net cash used in investing activities(15,147)(7,476)
Financing activities  
Net borrowings from swing line loan509  
Proceeds from borrowings on long-term debt10,600  
Payments on long-term debt(1,125)(5,042)
Payments on finance leases(1,002)(965)
Debt issuance costs(27) 
Stock plan transactions and tax withholding on share-based compensation awards(317)(279)
Net cash provided by (used in) financing activities8,638 (6,286)
Net (decrease) increase in cash and cash equivalents(466)9,484 
Cash and cash equivalents  
Beginning of period2,255 7,840 
End of period$1,789 $17,324 
See accompanying notes to condensed consolidated financial statements.
5

Table of Contents
NOODLES & COMPANY
Notes to Condensed Consolidated Financial Statements
(unaudited)

1. Business Summary and Basis of Presentation

Business

Noodles & Company (the “Company”), a Delaware corporation, develops and operates fast casual restaurants that serve globally inspired noodle and pasta dishes, soups, salads and appetizers. As of June 28, 2022, the Company had 456 restaurants system-wide in 31 states, comprised of 363 company-owned restaurants and 93 franchise restaurants. The Company operates its business as one operating and reportable segment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 28, 2021 was derived from audited financial statements. These financial statements should be read in conjunction with the audited financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2021.

Fiscal Year

The Company operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. The Company’s fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. Fiscal year 2022, which ends on January 3, 2023 contains 53 weeks and fiscal year 2021, which ended on December 28, 2021, contained 52 weeks. The Company’s fiscal quarter that ended June 28, 2022 is referred to as the second quarter of 2022, and the fiscal quarter ended June 29, 2021 is referred to as the second quarter of 2021.

Recent Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The Company may elect to apply the amendments prospectively through December 31, 2022. The Company intends to adopt this pronouncement in the third quarter of 2022. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements and related disclosures.

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Table of Contents
2. Supplemental Financial Information

Accounts receivable consist of the following (in thousands):
June 28,
2022
December 28,
2021
Delivery program receivables$1,432 $1,467 
Vendor rebate receivables605 695 
Franchise receivables958 644 
Other receivables972 1,152 
Accounts receivable$3,967 $3,958 

Prepaid expenses and other assets consist of the following (in thousands):
June 28,
2022
December 28,
2021
Prepaid insurance$1,719 $853 
Prepaid occupancy related costs61 73 
Current assets held for sale (1)
 3,514 
Prepaid expenses2,666 2,272 
Other current assets152 125 
Prepaid expenses and other assets$4,598 $6,837 
_____________________________
(1) Current assets held for sale as of December 28, 2021 included assets held in connection with the divestiture of 15 company-owned restaurants to a franchisee (“Warner Sale”) which closed in January 2022.

Property and equipment, net, consists of the following (in thousands):
June 28,
2022
December 28,
2021
Leasehold improvements$204,573 $197,722 
Furniture, fixtures and equipment144,212 140,698 
Construction in progress9,640 6,306 
358,425 344,726 
Accumulated depreciation and amortization(234,391)(225,450)
Property and equipment, net$124,034 $119,276 

Accrued payroll and benefits consist of the following (in thousands):
June 28,
2022
December 28,
2021
Accrued payroll and related liabilities$10,756 $9,851 
Accrued bonus993 5,078 
Insurance liabilities3,023 3,671 
Accrued payroll and benefits$14,772 $18,600 

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Accrued expenses and other current liabilities consist of the following (in thousands):
June 28,
2022
December 28,
2021
Gift card liability$2,447 $2,850 
Occupancy related1,705 1,615 
Utilities1,379 1,302 
Current portion of finance lease liability2,075 1,956 
Liabilities held for sale (1)
 1,671 
Accrued interest285 271 
Insurance liabilities359 393 
Other restaurant expense accruals1,279 995 
Other corporate expense accruals2,869 2,738 
Accrued expenses and other current liabilities$12,398 $13,791 
_____________________________
(1) Liabilities held for sale as of December 28, 2021 included liabilities held in connection with the Warner Sale which closed in January 2022.

3. Long-Term Debt

On May 9, 2018, the Company entered into a credit facility with U.S. Bank National Association (the “2018 Credit Facility”). The 2018 Credit Facility consisted of a term loan facility in an aggregate principal amount of $25.0 million and a revolving credit facility of $65.0 million, which included a letter of credit subfacility in the amount of $15.0 million and a swingline subfacility in the amount of $10.0 million.
On November 20, 2019, the Company amended its 2018 Credit Facility by entering into the First Amendment to the Credit Agreement (the “Amendment” and the 2018 Credit Facility, as amended, the “First Amended Credit Facility”). Among other things, the Amendment: (i) extended the maturity date to November 20, 2024; (ii) increased the revolving credit facility from $65.0 million to $75.0 million; (iii) delayed step downs of the Company’s leverage covenant; and (iv) increased the limit on capital expenditures to $37.0 million in 2020 and to $45.0 million in 2021 and each fiscal year thereafter.
Borrowings under the First Amended Credit Facility, including the term loan facility, bear interest annually, at the Company’s option, at either (i) LIBOR plus a margin of 2.00% to 2.75% per annum, based upon the consolidated total lease-adjusted leverage ratio or (ii) the highest of the following base rates plus a margin of 1.00% to 1.75% per annum: (a) the federal funds rate plus 0.50%; (b) the U.S. Bank prime rate or (c) the one-month LIBOR plus 1.00%. The Amendment includes a commitment fee of 0.20% to 0.35% per annum, based upon the consolidated total lease-adjusted leverage ratio, on any unused portion of the revolving credit facility.
On June 16, 2020 (the “Effective Date”), the Company amended its First Amended Credit Facility by entering into the Second Amendment to the Credit Agreement (the “Second Amendment” and the First Amended Credit Facility, as amended, or the “Second Amended Credit Facility”). Beginning on the Effective Date and through the third quarter of 2021 (the “Amendment Period”), borrowings under the Second Amended Credit Facility, including the term loan facility, bore interest at LIBOR plus 3.25% per annum. Following the Amendment Period, borrowings bore interest at LIBOR plus a margin of 2.00% to 3.00% per annum, based upon the consolidated total lease-adjusted leverage ratio. Through the end of the second quarter of 2022, the Company continued to use LIBOR. Among other things, the Second Amendment (i) waives the lease-adjusted leverage ratio and fixed charge ratio covenants through the first quarter of 2021; (ii) amends the Company’s lease-adjusted leverage ratio and fixed coverage ratio covenant thresholds beginning in the second quarter of 2021 through the third quarter of 2022 and the first quarter of 2022, respectively; and (iii) limits capital expenditures to $12.0 million in 2020, $12.0 million plus a liquidity-based performance basket up to an additional $12.0 million in 2021, $34.0 million in 2022, $37.0 million in 2023 and $45.0 million annually thereafter.
As of June 28, 2022, the Company had $32.2 million of indebtedness (excluding $1.1 million of unamortized debt issuance costs) and $3.0 million of letters of credit outstanding under the Second Amended Credit Facility. As of June 28, 2022, the Company had cash on hand of $1.8 million.
The Company’s outstanding indebtedness bore interest at rates between 2.35% to 6.25% during the first two quarters of 2022.

The Company also maintains outstanding letters of credit to secure obligations under its workers’ compensation program and certain lease obligations. The Company was in compliance with all of its debt covenants as of June 28, 2022.
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On July 27, 2022, the Company amended and restated its Second Amended Credit Facility by entering into the Third Amendment to the Credit Agreement (the “Third Amendment” or the “Third Amended Credit Facility”). Among other things, the Third Amendment: (i) increased the credit facility from $100.0 million to $125.0 million; (ii) eliminated the term loan and principal amortization components of the credit facility; (iii) removed the Company’s capital expenditure covenant; (iv) enhanced flexibility for certain covenants and restrictions; and (v) lowered the spread within the Company’s cost of borrowing and will transition to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.50% per annum, based upon the consolidated total lease-adjusted leverage ratio.
4. Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate their fair values due to their short-term nature. The carrying amounts of borrowings approximate fair value as the line of credit and term borrowings vary with market interest rates and negotiated terms and conditions are consistent with current market rates. The fair value of the Company’s line of credit and term borrowings are measured using Level 2 inputs.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets recognized or disclosed at fair value in the condensed consolidated financial statements on a non-recurring basis include items such as leasehold improvements, property and equipment, operating lease assets, goodwill and other intangible assets. These assets are measured at fair value if determined to be impaired or when acquired.

Adjustments to the fair value of assets measured at fair value on a non-recurring basis as of June 28, 2022 and June 29, 2021 are discussed in Note 7, Restaurant Impairments, Closure Costs and Asset Disposals.

5. Income Taxes

The following table presents the Company’s provision for income taxes (in thousands):
Fiscal Quarter EndedTwo Fiscal Quarters Ended
June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
Provision for (benefit from) income taxes$44 $29 $(39)$19 
Effective tax rate3.2 %0.5 %0.8 %0.5 %

The effective tax rate for the second quarter of 2022 and the first two quarters of 2022 reflects the impact of the previously recorded valuation allowance. For the remainder of fiscal 2022, the Company does not anticipate material income tax expense or benefit as a result of the valuation allowance recorded. The Company will maintain the valuation allowance against deferred tax assets until there is sufficient evidence to support a full or partial reversal. The reversal of a previously recorded valuation allowance will generally result in a benefit from income tax.


6. Stock-Based Compensation

The Company’s Stock Incentive Plan (the “Plan”), as amended and restated in May of 2013, authorizes the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance share units and incentive bonuses to employees, officers, non-employee directors and other service providers. As of June 28, 2022, approximately 2.4 million share-based awards were available to be granted under the Plan.

The following table shows total stock-based compensation expense (in thousands):
Fiscal Quarter EndedTwo Fiscal Quarters Ended
June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
Stock-based compensation expense $1,499 $1,611 $2,668 $2,413 
Capitalized stock-based compensation expense$18 $16 $38 $34 


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7. Restaurant Impairments, Closure Costs and Asset Disposals

The following table presents restaurant impairments, closure costs and asset disposals (in thousands):
Fiscal Quarter EndedTwo Fiscal Quarters Ended
June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
Restaurant impairments (1)
$668 $178 $774 $680 
Closure costs (1)
465 288 855 593 
Loss (gain) on disposal of assets and other838 (76)1,731 348 
$1,971 $390 $3,360 $1,621 
_____________________________
(1)Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed.

Two restaurants were identified as impaired during the second quarter of 2022 and the first two quarters of 2022. There were no restaurant impairments in the second quarter of 2021 and one restaurant impairment during the first two quarters of 2021. Impairment is based on management’s current assessment of the expected future cash flows of a restaurant based on recent results and other specific market factors. Impairment expense is a Level 3 fair value measure and is determined by comparing the carrying value of restaurant assets to the estimated fair value of the restaurant assets at resale value and the right-of-use asset based on a discounted cash flow analysis utilizing market lease rates. The Company will continue to monitor the impact from the COVID-19 pandemic as it relates to recoverability of long-lived assets. Although the Company has seen an improvement in sales, the Company is unable to predict how long these conditions will persist.

Closure costs in the second quarter of 2022 include ongoing costs related to restaurants closed in previous years as well as two company-owned restaurant closures during the first two quarters of 2022. The Company did not close any restaurants in the second quarter of 2022. Closure costs in the first two quarters of 2021 include ongoing costs related to restaurants closed in previous years as well as six restaurant closures in the first two quarters of 2021.

Loss on disposal of assets and other for the second quarter and the first two quarters of 2022 includes expenses related to the divestiture of company-owned restaurants related to the Warner Sale. Both periods include disposals of assets in the normal course of business. Loss on disposal of assets and other for the second quarter of 2021 includes a gain on insurance proceeds from property damage.

These expenses are included in the “Restaurant impairments, closure costs and asset disposals” line in the Condensed Consolidated Statements of Operations.

8. Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted EPS is calculated using net income (loss) available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period. Potentially dilutive securities include shares of common stock underlying stock options, warrants and RSUs. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.
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The following table sets forth the computations of basic and diluted EPS (in thousands, except share and per share data):
 Fiscal Quarter EndedTwo Fiscal Quarters Ended
 June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
Net income (loss)$1,345 $5,683 $(5,084)$3,706 
Shares:  
Basic weighted average shares outstanding45,881,354 45,506,476 45,803,927 45,303,160 
Effect of dilutive securities227,366 739,693  688,959 
Diluted weighted average shares outstanding46,108,720 46,246,169 45,803,927 45,992,119 
Earnings (loss) per share:  
Basic earnings (loss) per share$0.03 $0.12 $(0.11)$0.08 
Diluted earnings (loss) per share$0.03 $0.12 $(0.11)$0.08 

The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. Potential common shares are excluded from the computation of diluted earnings (loss) per share when the effect would be anti-dilutive. The shares issuable on the vesting or exercise of share-based awards that were excluded from the calculation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive totaled 1,798,409 and 478,353 for the second quarters of 2022 and 2021, respectively, and totaled 2,278,371 and 730,847 for the first two quarters of 2022 and 2021, respectively.

9. Leases
Supplemental balance sheet information related to leases is as follows (in thousands):
ClassificationJune 28,
2022
December 28,
2021
Assets
OperatingOperating lease assets, net $184,947 $188,440 
FinanceProperty and equipment5,924 6,394 
Total leased assets$190,871 $194,834 
Liabilities
Current lease liabilities
OperatingCurrent operating lease liabilities$27,518 $26,617 
FinanceAccrued expenses and other current liabilities2,075 1,956 
Long-term lease liabilities
OperatingLong-term operating lease liabilities194,197 200,243 
FinanceOther long-term liabilities4,150 4,654 
Total lease liabilities$227,940 $233,470 

Sublease income recognized in the Condensed Consolidated Statements of Operations was $0.8 million and $0.5 million for the second quarter of 2022 and 2021, and $1.6 million and $0.9 million for the first two quarters of 2022 and 2021, respectively.

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Supplemental disclosures of cash flow information related to leases are as follows (in thousands):
Fiscal Quarter EndedTwo Fiscal Quarters Ended
June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
Cash paid for lease liabilities:
Operating leases$10,415 $7,929 $20,859 $19,595 
Finance leases599 699 1,213 1,224 
$11,014 $8,628 $22,072 $20,819 
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$4,275 $6,123 $8,107 $6,696 
Finance leases121 49 843 700 
$4,396 $6,172 $8,950 $7,396 


10. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows

The following table presents the supplemental disclosures to the Condensed Consolidated Statements of Cash Flows for the two quarters ended June 28, 2022 and June 29, 2021 (in thousands):
June 28,
2022
June 29,
2021
Interest paid (net of amounts capitalized)$461 $864 
Income taxes paid106 28 
Purchases of property and equipment accrued in accounts payable5,504 4,002 

11. Revenue Recognition

Revenue

Revenue consists of sales from restaurant operations, franchise royalties and fees, and sublease income. Revenue from the operation of company-owned restaurants is recognized when sales occur. The Company reports revenue net of sales tax collected from customers and remitted to governmental taxing authorities.

Gift Cards

The Company sells gift cards which do not have an expiration date, and it does not deduct non-usage fees from outstanding gift card balances. The Company recognizes revenue from gift cards when the gift card is redeemed by the customer or the Company determines the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). The determination of the gift card breakage rate is based upon Company-specific historical redemption patterns. The Company has determined that approximately 9% of gift cards will not be redeemed and recognizes gift card breakage ratably over the estimated redemption period of the gift card, which is approximately 24 months. Gift card liability balances are typically highest at the end of each calendar year following increased gift card purchases during the holiday season.

As of June 28, 2022 and December 28, 2021, the current portion of the gift card liability, $2.4 million and $2.9 million, respectively, was included in accrued expenses and other current liabilities, and the long-term portion, $0.4 million and $0.6 million, respectively, was included in other long-term liabilities in the Condensed Consolidated Balance Sheets.

Revenue recognized in the Condensed Consolidated Statements of Operations for the redemption of gift cards was $0.8 million for both the second quarters of 2022 and 2021, and $1.8 million and $1.9 million for the first two quarters of 2022 and 2021, respectively.
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Franchise Fees

Royalties from franchise restaurants are based on a percentage of restaurant revenues and are recognized in the period the related franchised restaurants’ sales occur. Development fees and franchise fees, portions of which are collected in advance, are nonrefundable and are recognized in income ratably over the term of the related franchise agreement or recognized upon the termination of the agreement between the Company and the franchisee. The Company has determined that the initial franchise services are not distinct from the continuing rights or services offered during the term of the franchise agreement and should be treated as a single performance obligation; therefore, initial fees received from franchisees are recognized as revenue over the term of each respective franchise agreement, which is typically 20 years.
Loyalty Program
The Company operates the Noodles Rewards program, which is primarily a spend-based loyalty program. With each purchase, Noodles Rewards members earn loyalty points that can be redeemed for rewards, including free products. Using an estimate of the value of reward redemptions, we defer revenue associated with points earned, net of estimated points that will not be redeemed based upon the Company’s historical redemption patterns. Points generally expire after six months. Revenue is recognized in a future period when the reward points are redeemed. As of June 28, 2022 and December 28, 2021, the deferred revenue related to the rewards was $0.5 million and $0.4 million, respectively and is included in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.
12. Commitments and Contingencies

In the normal course of business, the Company is subject to other proceedings, lawsuits and claims. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of June 28, 2022. These matters could affect the operating results of any one financial reporting period when resolved in future periods. The Company believes that an unfavorable outcome with respect to these matters is remote or a potential range of loss is not material to its consolidated financial statements. Significant increases in the number of these claims, or one or more successful claims that result in greater liabilities than the Company currently anticipates, could materially and adversely affect its business, financial condition, results of operations or cash flows.
13. Subsequent Event
On July 27, 2022, the Company amended and restated its Second Amended Credit Facility by entering into the Third Amendment to the Credit Agreement (the “Third Amendment” or the “Third Amended Credit Facility”). Among other things, the Third Amendment: (i) increased the credit facility from $100.0 million to $125.0 million; (ii) eliminated the term loan and principal amortization components of the credit facility; (iii) removed the Company’s capital expenditure covenant; (iv) enhanced flexibility for certain covenants and restrictions; and (v) lowered the spread within the Company’s cost of borrowing and will transition to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.50% per annum, based upon the consolidated total lease-adjusted leverage ratio.
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NOODLES & COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Noodles & Company is a Delaware corporation that was organized in 2002. Noodles & Company and its subsidiaries are sometimes referred to as “we,” “us,” “our” and the “Company” in this report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for our fiscal year ended December 28, 2021. We operate on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Our fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. Fiscal year 2022 contains 53 weeks and fiscal year 2021 contains 52 weeks.    

Cautionary Note Regarding Forward-Looking Statements

In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties such as the number of restaurants we intend to open, projected capital expenditures and estimates of our effective tax rates. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on currently available operating, financial and competitive information. Examples of forward-looking statements include all matters that are not historical facts, such as statements regarding the impact of the COVID-19 pandemic, including on our revenue and balance sheet, projected capital expenditures, estimated costs associated with our closure of underperforming restaurants, the implementation and results of strategic initiatives and our future financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements due to reasons including, but not limited to, developments related to the COVID-19 pandemic; other conditions beyond our control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting our customers or food supplies; consumer reaction to industry related public health issues and health pandemics and perceptions of food safety, our ability to achieve and maintain increases in comparable restaurant sales and to successfully execute our business strategy, including new restaurant initiatives and operational strategies to improve the performance of our restaurant portfolio; our ability to maintain compliance with debt covenants and continue to access financing necessary to execute our business strategy; the success of our marketing efforts; our ability to open new restaurants on schedule; current economic conditions including any impact from inflation or an economic recession; price and availability of commodities; our ability to adequately staff our restaurants; changes in labor costs; consumer confidence and spending patterns; seasonal factors; and those discussed in “Special Note Regarding Forward-Looking Statements” and “Risk Factors” as filed in our Annual Report on Form 10-K for our fiscal year ended December 28, 2021.

Our Ongoing Response to the COVID-19 Pandemic

The ongoing global pandemic of the COVID-19 virus and its variants (“COVID-19 pandemic”) had a significant impact on the restaurant industry. Our business has been adversely affected by the COVID-19 pandemic in varying degrees through occasional temporarily closed restaurants and reduced operating hours, disruption in our supply chain and shortages in the labor required to operate our restaurants. We believe we are well positioned to navigate any ongoing challenges associated with the COVID-19 pandemic given our investments in our off-premise and digital channels and the consumer demand for our brand.

The extent of the impact of the COVID-19 pandemic on our operations and financial results, including the impact on labor and the cost and availability of products within our supplier network, depends on future developments and is highly uncertain due to the unknown duration and severity of the outbreak, including the impact of additional COVID-19 variants. The situation continues to change and future impacts may materialize that are not yet known.

Recent Trends, Risks and Uncertainties

Revenue. In the second quarter of 2022, system-wide comparable restaurant sales increased 5.1%, comprised of a 5.1% increase for company-owned restaurants and a 5.3% increase for franchise restaurants. Company average unit volumes (“AUV”) increased 5.3% over the second quarter of 2021 and 18.3% compared to the second quarter of 2019 which was favorably impacted by several price increases implemented since 2019.
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Our second quarter 2022 comparable sales results were driven by our strong brand positioning and ability to meet the needs of today's consumer for great tasting made to order food served conveniently where and when guests want it. Our ability to retain positive comparable sales depends, among other reasons, on (i) our customers’ future willingness to order from restaurants given consumer inflationary pressures and geopolitical uncertainty and (ii) the duration of the COVID-19 pandemic. Average unit volumes increased year-over-year due to strong off-premise sales, growth in dine-in sales as well as several prices increases implemented across our core menu.

Recent restaurant openings not in the Company’s comparable restaurant base, many of which offer order ahead drive-thru pickup windows, continue to perform as a group at the highest sales level of any class of new restaurants in the Company’s history.

Cost of Sales. We have and expect to continue to incur incremental costs of sales, driven by volatility in the commodity and food ingredients markets, particularly with our chicken products, in addition to an increase in packaging costs and distribution. We have seen a shortage in labor at some of our food suppliers, which in some cases has resulted in increased costs of food or transportation. Despite these market factors, we have continued to work with our suppliers for ongoing supply chain efficiencies, including managing food waste and adding additional suppliers as necessary. To date, there has been minimal disruption in maintaining adequate food supply, packaging and other ingredients to our restaurants, though it is possible that more significant disruptions could occur if volatility in the labor and commodity markets continue.

Labor Costs. During the second quarter of 2022, we saw improvement in the availability of labor in many of the markets where we operate. However, we continued to see wage inflation within the industry driven in part by high competition for restaurant workers in many jurisdictions in which we operate. We were able to partially mitigate the impact of these market factors through a continued focus on our hiring process and retaining existing employees, in addition to maximizing efficiencies of labor hour usage per restaurant. Significant government-imposed wage increases and continued market factors could materially affect our labor costs.

Other Restaurant Operating Costs. We have incurred and expect to continue to incur third-party delivery fees resulting from significant usage of our use of third-party delivery services.

Restaurant Development. In the first two quarters of 2022, we opened eight new company-owned restaurants and two franchise restaurants and we sold 15 company-owned restaurants to a franchisee connected to the Warner Sale. Included in the refranchise deal, we entered into a twelve-year growth plan commitment with a new franchise partner, which will operate in California under this agreement and includes development of 40 new locations throughout the state. As of June 28, 2022, we had 363 company-owned restaurants and 93 franchise restaurants in 31 states. We have incorporated increased unit development into our strategic growth plan for 2022 and beyond with a plan to develop a pipeline to support an annual unit growth rate of approximately 5% in 2022, with 10% unit growth thereafter.

Certain Restaurant Closures. We permanently closed two company-owned restaurants in the first two quarters of 2022. We currently do not anticipate a significant number of permanent restaurant closures in the foreseeable future; however, we may from time to time permanently close certain restaurants, including permanent closures at, or near, the expiration of the leases for these restaurants.

Key Measures We Use to Evaluate Our Performance

To evaluate the performance of our business, we utilize a variety of financial and performance measures. These key measures include revenue, average unit volume, comparable restaurant sales, restaurant contribution, restaurant contribution margin, EBITDA and adjusted EBITDA.

Revenue

Revenue includes both restaurant revenue and franchise royalties and fees. Restaurant revenue represents sales of food and beverages in company-owned restaurants. Several factors affect our restaurant revenue in any period, including the number of restaurants in operation and per-restaurant sales. Franchise royalties and fees represent royalty income and initial franchise fees. While we expect that the majority of our revenue and net income growth will be driven by company-owned restaurants, our franchise restaurants remain an important factor impacting our revenue and financial performance.

Seasonal factors cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically lower in the first and fourth quarters, due to reduced winter and holiday traffic, and is typically higher in the second and third quarters. As a
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result of these factors, as well as the magnitude of the COVID-19 pandemic on particular quarters, our quarterly operating results and comparable restaurant sales may fluctuate significantly.

Comparable Restaurant Sales

Comparable restaurant sales refer to year-over-year sales comparisons for the comparable restaurant base. We define the comparable restaurant base to include restaurants open for at least 18 full periods. This measure highlights performance of existing restaurants, as the impact of new restaurant openings is excluded. Changes in comparable restaurant sales are generated by changes in traffic, which we calculate as the number of entrées sold and changes in per-person spend, calculated as sales divided by traffic. Per-person spend can be influenced by changes in menu prices and the mix and number of items sold per person. Restaurants that were temporarily closed or operating at reduced hours or dining capacity due to the COVID-19 pandemic remained in comparable restaurant sales.

Measuring our comparable restaurant sales allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales, including:

consumer recognition of our brand and our ability to respond to changing consumer preferences;

overall economic trends, particularly those related to consumer spending;

our ability to operate restaurants effectively and efficiently to meet consumer expectations;

pricing;

the number of restaurant transactions, per-person spend and average check amount;

marketing and promotional efforts;

abnormal weather patterns;

food safety and foodborne illness concerns;

the impact of the COVID-19 pandemic;

local competition;

trade area dynamics;

introduction of new and seasonal menu items and limited time offerings; and

opening new restaurants in the vicinity of existing locations.

Consistent with common industry practice, we present comparable restaurant sales on a calendar-adjusted basis that aligns current year sales weeks with comparable periods in the prior year, regardless of whether they belong to the same fiscal period or not. Since opening new company-owned and franchise restaurants is a part of our long-term growth strategy and we anticipate new restaurants will be a component of our long-term revenue growth, comparable restaurant sales is only one measure of how we evaluate our performance.

Average Unit Volumes

AUVs consist of the average annualized sales of all company-owned restaurants for a given time period. AUVs are calculated by dividing restaurant revenue by the number of operating days within each time period and multiplying by the number of operating days we have in a typical year. Based on this calculation, temporarily closed restaurants are excluded from the definition of AUV, however restaurants with temporarily reduced operating hours are included. This measurement allows management to assess changes in consumer traffic and per person spending patterns at our restaurants. In addition to the factors that impact comparable restaurant sales, AUVs can be further impacted by effective real estate site selection and maturity and trends within new markets.

Restaurant Contribution and Restaurant Contribution Margin
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Restaurant contribution represents restaurant revenue less restaurant operating costs which are cost of sales, labor, occupancy and other restaurant operating costs. Restaurant contribution margin represents restaurant contribution as a percentage of restaurant revenue. We expect restaurant contribution to increase in proportion to the number of new restaurants we open, our comparable restaurant sales growth and cost reduction initiatives.

We believe that restaurant contribution and restaurant contribution margin are important tools for investors and other interested parties because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. We also use restaurant contribution and restaurant contribution margin as metrics to evaluate the profitability of incremental sales at our restaurants, restaurant performance across periods and restaurant financial performance compared with competitors. Restaurant contribution and restaurant contribution margin are supplemental measures of the operating performance of our restaurants and are not reflective of the underlying performance of our business because corporate-level expenses are excluded from these measures.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes and depreciation and amortization. We define adjusted EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes, depreciation and amortization, restaurant impairments, closure costs and asset disposals and stock-based compensation.

We believe that EBITDA and adjusted EBITDA provide clear pictures of our operating results by eliminating certain non-recurring and non-cash expenses that may vary widely from period to period and are not reflective of the underlying business performance.

The presentation of restaurant contribution, restaurant contribution margin, EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or to be superior to, the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information to management and investors about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

Results of Operations

The following table presents a reconciliation of net income (loss) to EBITDA and adjusted EBITDA:
 Fiscal Quarter EndedTwo Fiscal Quarters Ended
 June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
 (in thousands, unaudited)
Net income (loss)$1,345 $5,683 $(5,084)$3,706 
Depreciation and amortization5,763 5,576 11,484 11,163 
Interest expense, net489 498 926 1,120 
Provision for (benefit from) income taxes44 29 (39)19 
EBITDA$7,641 $11,786 $7,287 $16,008 
Restaurant impairments, closure costs and asset disposals (1)
1,971 390 3,360 1,621 
Stock-based compensation expense1,499 1,611 2,668 2,413 
Fees and costs related to transactions and other acquisition/disposition costs
63 — 63 — 
Adjusted EBITDA$11,174 $13,787 $13,378 $20,042 
_____________________
(1)Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed. See Note 7, Restaurant Impairments, Closure Costs and Asset Disposals.

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Restaurant Openings, Closures and Relocations

The following table shows restaurants opened or closed during the periods indicated:
 Fiscal Quarter EndedTwo Fiscal Quarters Ended
 June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
Company-Owned Restaurant Activity  
Beginning of period360 372 372 378 
Openings
Closures— — (2)(6)
Divestitures (1)
— — (15)— 
Restaurants at end of period363 374 363 374 
Franchise Restaurant Activity  
Beginning of period93 76 76 76 
Openings— 
Acquisitions (1)
— — 15 — 
Restaurants at end of period93 77 93 77 
Total restaurants456 451 456 451 
_____________________________
(1)Represents fifteen company-owned restaurants sold to a franchisee in 2022.


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Statement of Operations as a Percentage of Revenue

The following table summarizes key components of our results of operations for the periods indicated as a percentage of our total revenue, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.
 Fiscal Quarter EndedTwo Fiscal Quarters Ended
 June 28,
2022
June 29,
2021
June 28,
2022
June 29,
2021
(unaudited)
Revenue:    
Restaurant revenue97.9 %98.5 %97.8 %98.4 %
Franchising royalties and fees, and other2.1 %1.5 %2.2 %1.6 %
Total revenue100.0 %100.0 %100.0 %100.0 %
Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales27.8 %24.9 %27.9 %25.0 %
Labor30.3 %29.8 %31.2 %30.8 %
Occupancy8.6 %9.3 %9.3 %10.0 %
Other restaurant operating costs17.8 %17.0 %18.7 %17.8 %
General and administrative9.7 %10.3 %10.1 %10.2 %
Depreciation and amortization4.4 %4.4 %4.7 %4.7 %
Pre-opening0.3 %0.1 %0.3 %0.1 %
Restaurant impairments, closure costs and asset disposals1.5 %0.3 %1.4 %0.7 %
Total costs and expenses98.6 %95.1 %101.7 %97.9 %
Income (loss) from operations1.4 %4.9 %(1.7)%2.1 %
Interest expense, net0.4 %0.4 %0.4 %0.5 %
Income (loss) before taxes1.1 %4.5 %(2.1)%1.6 %
Provision for (benefit from) income taxes— %— %— %— %
Net income (loss)1.0 %4.5 %(2.1)%1.6 %

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Table of Contents
Second Quarter Ended June 28, 2022 Compared to Second Quarter Ended June 29, 2021

The table below presents our unaudited operating results for the second quarters of 2022 and 2021, and the related quarter-over-quarter changes.
 Fiscal Quarter EndedIncrease / (Decrease)
 June 28,
2022
June 29,
2021
$%
 
 (in thousands, unaudited)
Revenue:    
Restaurant revenue$128,274 $123,715 $4,559 3.7 %
Franchising royalties and fees, and other2,793 1,934 859 44.4 %
Total revenue131,067 125,649 5,418