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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
–––––––––––––––––––––––––––––––––––––
FORM 10-Q
–––––––––––––––––––––––––––––––––––––
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended April 2, 2018
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 001-36432
–––––––––––––––––––––––––––––––––––––
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12243174&doc=15
Papa Murphy’s Holdings, Inc.
(Exact name of registrant as specified in its charter)
–––––––––––––––––––––––––––––––––––––
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
27-2349094
(IRS Employer
Identification No.)
8000 NE Parkway Drive, Suite 350
Vancouver, WA
(Address of principal executive offices)
 
98662
(Zip Code)
(360) 260-7272
(Registrant’s telephone number, including area code)
–––––––––––––––––––––––––––––––––––––
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 [X]. No [ ].
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]. No [ ].
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
 
Accelerated filer [X]
Non-accelerated filer [ ]
 
Smaller reporting company [ ]
 
 
Emerging growth company [X]
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. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]. No [X].
At May 4, 2018, there were 16,975,461 shares of the Registrant’s common stock, $0.01 par value, outstanding.



Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Papa Murphy’s Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(In thousands, except share and per share data)
(unaudited)
 
(as adjusted)
Revenues
 
 
 
Franchise related
$
16,190

 
$
19,398

Company-owned stores
18,582

 
20,775

Total revenues
34,772

 
40,173

 
 
 
 
Costs and Expenses
 
 
 
Store operating costs:
 
 
 
Cost of food and packaging
6,126

 
7,215

Compensation and benefits
5,631

 
6,334

Advertising
1,252

 
1,712

Occupancy and other store operating costs
3,103

 
3,701

Selling, general, and administrative
13,013

 
25,702

Depreciation and amortization
2,141

 
3,117

Loss on disposal of property and equipment
2

 
9

Total costs and expenses
31,268

 
47,790

Operating Income (Loss)
3,504

 
(7,617
)
 
 
 
 
Interest expense, net
1,292

 
1,227

Other expense, net
51

 
43

Income (Loss) Before Income Taxes
2,161

 
(8,887
)
 
 
 
 
Provision for (benefit from) income taxes
581

 
(3,680
)
Net Income (Loss)
$
1,580

 
$
(5,207
)
 
 
 
 
Earnings (loss) per share of common stock
 
 
 
Basic
$
0.09

 
$
(0.31
)
Diluted
$
0.09

 
$
(0.31
)
Weighted average common stock outstanding
 
 
 
Basic
16,905,738

 
16,839,244

Diluted
16,944,894

 
16,839,244

See accompanying notes.

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Papa Murphy’s Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
 
April 2, 2018
 
January 1, 2018
(In thousands, except par value and share data)
(unaudited)
 
(as adjusted)
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
1,519

 
$
2,174

Accounts receivable, net
4,810

 
3,788

Inventories
819

 
719

Prepaid expenses and other current assets
2,302

 
2,281

Total current assets
9,450

 
8,962

Property and equipment, net
7,978

 
10,064

Operating lease right of use assets
13,365

 
16,331

Goodwill
102,596

 
107,751

Trade name and trademarks
87,002

 
87,002

Definite-life intangibles, net
30,550

 
31,655

Assets held for sale
8,557

 

Other assets
394

 
350

Total assets
$
259,892

 
$
262,115

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
4,596

 
$
5,389

Accrued expenses and other current liabilities
15,423

 
12,382

Current portion of lease liabilities
2,963

 
3,382

Current portion of unearned franchise and development fees
1,735

 
1,564

Current portion of long-term debt
5,600

 
8,400

Total current liabilities
30,317

 
31,117

Long-term debt, net of current portion
84,971

 
86,994

Lease liabilities, net of current portion
13,368

 
16,296

Unearned franchise and development fees, net of current portion
8,904

 
10,037

Deferred tax liability
22,355

 
21,825

Other long-term liabilities
4,070

 
1,704

Total liabilities
163,985

 
167,973

Commitments and contingencies (Note 15)


 


 
 
 
 
Stockholders’ Equity
 
 
 
Preferred stock ($0.01 par value; 15,000,000 shares authorized; no shares issued)

 

Common stock ($0.01 par value; 200,000,000 shares authorized; 16,971,461 and 16,971,461 shares issued, respectively)
170

 
170

Additional paid-in capital
120,799

 
120,614

Accumulated deficit
(25,062
)
 
(26,642
)
Total stockholders’ equity
95,907

 
94,142

Total liabilities and stockholders’ equity
$
259,892

 
$
262,115

See accompanying notes.

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Papa Murphy’s Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(In thousands)
(unaudited)
 
(as adjusted)
Operating Activities
 
 
 
Net income (loss)
$
1,580

 
$
(5,207
)
Adjustments to reconcile to cash from operating activities
 
 
 
Depreciation and amortization
2,141

 
3,117

Loss on disposal/impairment of property and equipment
2

 
9

Deferred taxes
530

 
(3,746
)
Stock-based compensation
185

 
230

Other non-cash items
79

 
83

Change in operating assets and liabilities
 
 
 
Accounts receivable
(1,023
)
 
2,051

Prepaid expenses and other assets
444

 
922

Unearned franchise and development fees
(962
)
 
(72
)
Accounts payable
(785
)
 
1,141

Accrued expenses and other liabilities
2,061

 
837

Net cash from operating activities
4,252

 
(635
)
 
 
 
 
Investing Activities
 
 
 
Acquisition of property and equipment
(80
)
 
(930
)
Proceeds from sale of property and equipment
73

 

Payments received on notes receivable

 
27

Net cash from investing activities
(7
)
 
(903
)
 
 
 
 
Financing Activities
 
 
 
Payments on term loan
(4,900
)
 
(3,679
)
Advances on revolver

 
5,300

Payments on revolver

 
(1,700
)
Repurchases of common stock

 
(3
)
Net cash from financing activities
(4,900
)
 
(82
)
 
 
 
 
Net change in cash and cash equivalents
(655
)
 
(1,620
)
Cash and Cash Equivalents, beginning of period
2,174

 
2,069

Cash and Cash Equivalents, end of period
$
1,519

 
$
449

 
 
 
 
Supplemental Disclosures of Cash Flow Information
 
 
 
Cash paid during the period for interest
$
1,277

 
$
1,137

Cash paid (received) during the period for income taxes
$

 
$
(330
)
See accompanying notes.

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Papa Murphy’s Holdings, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 — Description of Business and Basis of Presentation
Description of Business
Papa Murphy’s Holdings, Inc. (“Papa Murphy’s” or the “Company”), together with its subsidiaries, is a franchisor and operator of a Take ‘N’ Bake pizza chain. The Company franchises the right to operate Papa Murphy’s Take ‘N’ Bake pizza franchises and operates Papa Murphy's Take ‘N’ Bake pizza stores owned by the Company. As of April 2, 2018, the Company had 1,504 stores consisting of 1,464 domestic stores (1,319 franchised stores and 145 Company-owned stores) across 39 states, plus 40 franchised stores in Canada and the United Arab Emirates.
Substantially all of the Company’s revenues are derived from retail sales of pizza and other food and beverage products to the general public by Company-owned stores and the collection of franchise royalties and fees associated with franchise and development rights.
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. In the Company’s opinion, all necessary adjustments, consisting of only normal recurring adjustments, have been made for the fair statement of the results of the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2018.
Principles of Consolidation
The interim unaudited condensed consolidated financial statements include the accounts of Papa Murphy’s Holdings, Inc., its subsidiaries and certain entities which the Company consolidates as variable interest entities. All significant intercompany transactions and balances have been eliminated.
Throughout the interim unaudited condensed consolidated financial statements and the related notes thereto, “Papa Murphy’s” and “the Company” refer to Papa Murphy’s Holdings, Inc. and its consolidated subsidiaries.
Fiscal Year
The Company uses a 52- or 53-week fiscal year, ending on the Monday nearest to December 31. Fiscal years 2018 and 2017 are 52-week years. All three month periods presented herein contain 13 weeks. All references to years and quarters relate to fiscal periods rather than calendar periods. References to fiscal 2018 and 2017 are references to fiscal years ending December 31, 2018 and ended January 1, 2018, respectively.
Recently Issued Accounting Standards
Recently Adopted Accounting Standards
Revenue from Contracts with Customers
The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) as of January 2, 2018. The Company adopted the new standard using the full retrospective method and elected applicable practical expedients on adoption. Accordingly, previously reported financial information has been restated to reflect the application of the new standard to all comparative periods presented.
Adoption of ASU 2014-09 had a material impact on the Company's interim unaudited condensed consolidated financial statements. The most significant impacts relate to the: (i) accounting for franchise and development fees, and (ii) accounting for the Company's advertising fund (the "Brand Marketing Fund" or "BMF") and Convention fund (with the BMF, the “Brand Funds”). Specifically, under the new standard the Company recognizes franchise fees ratably over the life of the contract rather than at the time the store is opened or a successive contract commences. Revenue related to the Company's franchise

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royalties, which are based on a percentage of franchise sales, and revenue from Company-owned stores remain substantially unchanged.
The Company has determined that ASU 2014-09 requires a gross presentation on the Company's Condensed Consolidated Statements of Operations for revenues and related expenses of the BMF and convention fund. These funds exist solely for the purpose of promoting the Papa Murphy's brand in the U.S. While this change will materially affect the gross amount of reported revenues and expenses, the effect will generally be an offsetting increase to both revenues and expenses with no net effect on previously reported Operating Income (Loss) and Net Income (Loss).
Refer to Impacts to Reported Results below for more detailed effects of adoption on the Company’s financial statements and refer to Note 9 — Revenue for more information on our accounting for revenue.
Leases
The Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) as of January 2, 2018, concurrent with the adoption of the new revenue standard. The Company adopted this standard using the modified retrospective approach and elected the available practical expedients on adoption. Accordingly, previously reported financial information has been restated to reflect the application of the new standard to all comparative periods presented.
Adoption of the new standard had a material impact on the Company’s interim unaudited condensed consolidated financial statements. The most significant impacts related to the (i) recognition of right-of-use ("ROU") assets and lease liabilities for operating leases, and (ii) changes in occupancy costs and impairment losses related to prior year store closures and impairments. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. A loss is recognized when the ROU asset is impaired in connection with the impairment of a store's assets due to economic or other factors.
Refer to Impacts to Reported Results below for more detailed effects of adoption on the Company’s financial statements and refer to Note 10 — Leases for more information on our accounting for leases.
Other standards adopted
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 320) (“ASU 2016-15”), which clarifies the presentation of certain cash receipts and cash payments in the statement of cash flows. The Company adopted the standard on January 2, 2018. Adoption of the new standard did not have a material impact on the Company's consolidated financial statements.
In preparation for the adoption of the above standards, the Company implemented internal controls and key system functionality to enable the preparation of financial information in accordance with the standards.
Recent Accounting Pronouncements Not Yet Adopted
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The new standard simplifies how an entity measures goodwill impairment by removing the second step of the two-step quantitative goodwill impairment test. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured at the amount by which the carrying value exceeds the fair value of a reporting unit; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. ASU 2017-04 requires prospective adoption and is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is still evaluating the impact of ASU 2017-04 on its financial position and results of operations.

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Impacts to Reported Results
Adoption of the standards related to revenue recognition and leases affected the Company's previously reported results as follows:
Statement of Operations
Three Months Ended April 3, 2017
 
(unaudited)
(in thousands, except earnings per share)
As Reported
New Revenue Standard Adjustment
New Lease Standard Adjustment
As Adjusted
Total revenues (1)
$
31,994

$
8,179

$

$
40,173

Store operating costs
19,600

(425
)
(213
)
18,962

Selling, general, and administrative (1)
17,213

8,506

(17
)
25,702

(Benefit from) provision for income taxes
(3,802
)
37

85

(3,680
)
Net (loss) income
(5,414
)
62

145

(5,207
)
Diluted (loss) earnings per share
(0.32
)
0.00

0.01

(0.31
)
(1)
Recognition of advertising revenue and expense on a gross basis instead of a net basis by the Brand Funds comprised $8.0 million of the revenue adjustment and $8.5 million of the expense adjustment under the revenue standard. The revenue adjustment due to the change in method of recognizing franchise and development fees was $0.2 million.
Balance Sheet
January 1, 2018
(in thousands)
As Reported
New Revenue Standard Adjustment
New Lease Standard Adjustment
As Adjusted
Prepaid expenses and other current assets
$
2,671

$

$
(390
)
$
2,281

Operating lease right of use assets


16,331

16,331

Unearned franchise and development fees
1,702

9,899


11,601

Accrued expenses and other current liabilities
13,139

(507
)
(250
)
12,382

Lease liabilities


19,678

19,678

Deferred tax liability, net
24,457

(2,319
)
(313
)
21,825

Other long-term liabilities
3,922


(2,218
)
1,704

Accumulated deficit
(18,613
)
(7,073
)
(956
)
(26,642
)
Adoption of the revenue recognition and lease standards did not materially affect cash from or used in operating, financing, or investing cash flows on the Company’s Condensed Consolidated Statements of Cash Flows.
Segment Definitions
As a result of changes in the Company's executive management responsibilities, effective January 2, 2018, the Company changed its reportable segments by combining its domestic and international franchise business into a single Franchise segment and separating its Brand Funds into a separate reportable segment. No changes were made to the Company's Company Stores segment. Management believes this change better reflects the priorities and decision making analysis around the allocation of the Company's resources. Prior period results for the affected segments have been retrospectively revised to reflect this change. See Note 16 — Segment Information for additional information.

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Note 2 — Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
 
April 2, 2018
 
January 1, 2018
(in thousands)
(unaudited)
 
(as adjusted)
Prepaid media production costs
$

 
$
376

Prepaid software and support
766

 
223

Prepaid occupancy related costs
276

 
159

Prepaid insurance
173

 
377

Taxes receivable
130

 
182

POS software licenses for resale
368

 
364

Assets held for sale
341

 
432

Advertising cooperative assets, restricted
97

 
4

Other
151

 
164

Total prepaid expenses and other current assets
$
2,302

 
$
2,281

Note 3 — Property and Equipment
Property and equipment are net of accumulated depreciation of $20.4 million and $21.9 million at April 2, 2018, and January 1, 2018, respectively. Depreciation expense amounted to $1.0 million and $1.9 million during the three months ended April 2, 2018, and April 3, 2017, respectively.
Note 4 — Goodwill
The following summarizes changes to the Company’s goodwill, by reportable segment:
(in thousands)
Company Stores
 
Franchise
 
Total
Balance at January 1, 2018
$
26,205

 
$
81,546

 
$
107,751

Allocated to assets held for sale
(5,155
)
 

 
(5,155
)
Balance at April 2, 2018
$
21,050

 
$
81,546

 
$
102,596

There is no goodwill associated with the Brand Funds segment. The Company has determined that during the three months ended April 2, 2018, there were no triggering events that would require an updated impairment review. The Company has allocated a portion of its goodwill in the Company Stores segment to assets being held for sale (see Note 17 — Subsequent Events).
Note 5 — Intangible Assets
Definite-lived intangible assets are net of accumulated amortization of $31.3 million and $30.2 million as of April 2, 2018, and January 1, 2018, respectively. Amortization expense amounted to $1.1 million and $1.2 million during the three months ended April 2, 2018, and April 3, 2017, respectively.

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Note 6 — Financing Arrangements
Long-term debt consists of the following:
(in thousands)
April 2, 2018
 
January 1, 2018
Term loan
$
88,000

 
$
92,900

Notes payable
3,000

 
3,000

Total principal amount of long-term debt
91,000

 
95,900

Unamortized debt issuance costs
(429
)
 
(506
)
Total long-term debt
90,571

 
95,394

Less current portion
(5,600
)
 
(8,400
)
Total long-term debt, net of current portion
$
84,971

 
$
86,994

Senior secured credit facility
On August 28, 2014, PMI Holdings, Inc., a wholly-owned subsidiary of Papa Murphy’s Holdings, Inc., entered into a $132.0 million senior secured credit facility (the “Senior Credit Facility”) consisting of a $112.0 million term loan and a $20.0 million revolving credit facility, which includes a $2.5 million letter of credit subfacility and a $1.0 million swing-line loan subfacility. The term loan and any loans made under the revolving credit facility mature in August 2019. As of April 2, 2018, the term loan bears interest at a rate of 5.1% per annum based on the LIBOR rate option plus the applicable margin.
With a maturity date of over one year from April 2, 2018, balances outstanding under the Senior Credit Facility are classified as non-current on the Condensed Consolidated Balance Sheets, except for mandatory, minimum term loan amortization payments of $2.1 million due on the last day of each fiscal quarter.
The weighted average interest rate for all borrowings under the Senior Credit Facility for the first quarter of 2018 was 4.9%.
Notes payable
Papa Murphy’s Company Stores, Inc., a wholly owned subsidiary of Papa Murphy’s Holdings, Inc., has a $3.0 million note payable which bears interest at a rate of 5.0% per annum and matures in December 2018. This note is subordinated to the Senior Credit Facility.
Note 7 — Fair Value Measurement
The Company determines the fair value of assets and liabilities based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. GAAP defines a fair value hierarchy that prioritizes the assumptions used to measure fair value. The three levels of the fair value hierarchy are defined as follows:
Level 1    —    Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2    —    Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
Level 3    —    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:
 
April 2, 2018
 
January 1, 2018
 
 
(in thousands)
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
Fair Value Measurement
Financial assets
 
 
 
 
 
 
 
 
 
Notes receivable (1)
$
97

 
$
86

 
$
97

 
$
88

 
Level 3
(1)
The fair value of notes receivable was estimated primarily using a discounted cash flow method based on a discount rate, reflecting the applicable credit spread.
Financial instruments not included in the table above consist of cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. The fair values of cash and cash equivalents, accounts receivable, and accounts payable approximate carrying value because of the short-term nature of the accounts. The fair value of long-term debt approximates

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carrying value because the borrowings are made with variable market rates and negotiated terms and conditions that are consistent with current market rates.
Note 8 — Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
 
April 2, 2018
 
January 1, 2018
(in thousands)
(unaudited)
 
(as adjusted)
Accrued compensation and related costs
$
3,632

 
$
3,902

Accrued legal settlement costs
7,700

 
3,940

Gift cards payable
2,154

 
2,676

Accrued interest and non-income taxes payable
489

 
461

Convention fund balance
580

 
841

Advertising cooperative liabilities
151

 
60

Lease liabilities held for sale
450

 

Other
267

 
502

Total accrued expenses and other current liabilities
$
15,423

 
$
12,382

Accrued legal settlement costs increased since January 1, 2018 due to a $3.7 million accrual for legal settlement costs related to the lawsuit from franchise owners as discussed in Note 15 — Commitments and Contingencies. Included in Accounts receivable, net is an insurance receivable equal to 75% of the anticipated settlement.
Note 9 — Revenue
The Company owns and franchises Papa Murphy's Take ‘N’ Bake Pizza stores. Revenue is recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive for those goods or services. The following are the principal activities from which the Company earns revenue:
Company-owned Stores Revenue
Company-owned stores revenue consists of retail sales of food through Company-owned stores located in the United States. Company-owned stores revenue is recognized when the food items are delivered to or carried out by customers. Customer payments are generally collected at the time of sale. Sales taxes collected from customers are remitted to the appropriate taxing authority and are not recognized as revenue.
Franchise Revenues
The franchise arrangement between the Company and each franchise owner of a Papa Murphy's Take ‘N’ Bake Pizza store is documented in the form of a franchise agreement and, in select cases, a development agreement. The franchise arrangement requires the Company as franchisor to perform various activities to support the Papa Murphy's Take ‘N’ Bake Pizza brand and does not involve the direct transfer of goods and services to the franchise owner as a customer. Activities performed by the Company are highly interrelated with the franchise license and are considered to represent a single performance obligation, which is the transfer of the franchise license. The nature of the Company's promise in granting the franchise license is to provide the franchise owner with access to the brand's intellectual property over the term of the franchise arrangement.
The transaction price in a standard franchise arrangement consists of (a) franchise/development fees; (b) continuing franchise fees (royalties); and (c) advertising fees. Since the Company considers the franchise license to be a single performance obligation, no allocation of the transaction price under a standard agreement is performed for revenue recognition purposes. However, if additional separate and distinct goods or services are included with a franchise arrangement and are deemed to be additional performance obligations, the total transaction price of the contract is allocated to each performance obligation based on the stand-alone selling price of each performance obligation.
Franchise revenues are recognized by the Company from the following different sources:
Royalty revenues. Royalty revenues, which includes advertising fees from domestic franchise stores, are based on a percentage of sales and are recognized when the food items are delivered to or carried out by customers. Payments for domestic royalties and advertising fees are generally due and collected within seven days of the prior week end date. Payments for international royalties are due and collected within 30 days of month-end.

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Franchise and development fees. Franchise and development fees are paid in advance of a store opening, typically when entering into a new franchise or development agreement. Fees allocated to the franchise license are recognized as revenue on a straight-line basis over the term of each respective franchise store agreement. Initial franchise agreement terms are typically ten years while successive agreement terms are typically five years. The Company has determined that these fees, which are paid in advance of when they are recognized as revenue, do not contain a significant financing component.
E-commerce fees. E-commerce fees include point-of-sale (“POS”) support fees and transaction fees for purchases made through the Company's e-commerce platform. POS support fees are due quarterly in advance and recognized as revenue over the respective quarter. Transaction fees are recognized when the food items purchased from a store are delivered to or carried out by customers and are due and collected within seven days of the prior week end date.
Vendor payments. Vendor payments are received from vendors that supply franchised and Company-owned stores with products and are typically based on the volume of product purchased by the stores. Revenues from the sale of products are recognized when product is shipped from a distribution center to a store. Payments are due and collected within 30 days after month-end.
Marketing kits. The Company charges domestic stores for marketing materials shipped to stores one to three times per quarter. These products are sold at cost and the revenues from their sale are recognized when the product is shipped by the vendors producing the kits. Payments are due and collected within 30 days of shipment.
The timing of revenue recognition may differ from the timing of payment from customers. We record a receivable when revenue is recognized in advance of payment, and a contract liability (“unearned revenue”), when revenue is recognized subsequent to payment. Unearned revenue consists mainly of franchise and development fees paid in advance. A refund liability is recorded when it is known that an amount previously received will be refunded instead of recognized as revenue. The Company does not incur a significant amount of contract acquisition costs in conducting its franchising activities and has not capitalized any such costs.
Revenue by Category
The following series of tables present revenue disaggregated by several categories for the periods reported.
Revenues by contract type were as follows:
 
Three Months Ended April 2, 2018
 
(unaudited)
(in thousands)
Franchise
 
Company Stores
 
Brand Funds
 
Total
Franchise royalties
$
9,461

 
$

 
$
3,840

 
$
13,301

Franchise fees
740

 

 

 
740

Vendor payments

 

 
1,117

 
1,117

E-commerce fees
546

 

 

 
546

Other franchise and brand
23

 

 
463

 
486

Company-owned stores

 
18,582

 

 
18,582

Total revenues
10,770

 
18,582

 
5,420

 
34,772

Intersegment revenues
992

 

 
465

 
1,457

Reconciliation to business segment revenues
$
11,762

 
$
18,582

 
$
5,885

 
$
36,229


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Three Months Ended April 3, 2017
 
(as adjusted)
(in thousands)
Franchise
 
Company Stores
 
Brand Funds
 
Total
Franchise royalties
$
10,033

 
$

 
$
5,916

 
$
15,949

Franchise fees
756

 

 

 
756

Vendor payments

 

 
1,342

 
1,342

E-commerce fees
557

 

 

 
557

Other franchise and brand
27

 

 
767

 
794

Company-owned stores

 
20,775

 

 
20,775

Total revenues
11,373

 
20,775

 
8,025

 
40,173

Intersegment revenues
63

 

 
477

 
540

Reconciliation to business segment revenues
$
11,436

 
$
20,775

 
$
8,502

 
$
40,713

Revenues by geographic location were as follows:
 
Three Months Ended April 2, 2018
 
(unaudited)
(in thousands)
Franchise
 
Company Stores
 
Brand Funds
 
Total
United States
$
10,690

 
$
18,582

 
$
5,420

 
$
34,692

International
80

 

 

 
80

Total revenues
$
10,770

 
$
18,582

 
$
5,420

 
$
34,772

 
Three Months Ended April 3, 2017
 
(as adjusted)
(in thousands)
Franchise
 
Company Stores
 
Brand Funds
 
Total
United States
$
11,267

 
$
20,775

 
$
8,025

 
$
40,067

International
106

 

 

 
106

Total revenues
$
11,373

 
$
20,775

 
$
8,025

 
$
40,173

Contract Balances
Changes in the balances of contract liabilities (unearned revenue) during the periods reported were as follows:
(in thousands)
Contract Liabilities
Balance at January 1, 2018
$
11,151

Revenue recognized that was included in the balance at the beginning of the period
(727
)
Cash received, net of amounts recognized as revenue during the period
345

Contract refunds
(130
)
Balance at April 2, 2018
$
10,639

The Company had a refund liability of $0.4 million and $0.5 million as of April 2, 2018 and January 1, 2018, respectively. Receivables from contracts with customers included in Accounts receivable, net were $1.9 million as of April 2, 2018 and $3.1 million as of January 1, 2018, respectively.

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The following table includes estimated franchise fee revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of April 2, 2018 (in thousands):
Fiscal year
2018
$
1,199

 
2019
1,540

 
2020
1,393

 
2021
1,226

 
2022
1,055

 
Thereafter
4,226

 
Total
$
10,639

Note 10 — Leases
The Company leases the property for its corporate headquarters, Company-owned stores, and certain office equipment. The Company is not a party to leases for franchise locations except for two locations that operate under a sublease and a few leases assigned to franchisees when stores were refranchised wherein it remains secondarily liable (see Lease guarantees below). The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets, current portion of operating lease liabilities, and operating lease liabilities in the Condensed Consolidated Balance Sheets. The Company currently has no finance leases.
ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company's leases do not provide an implicit rate of return, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating lease ROU assets also exclude lease incentives received. The Company has lease agreements with lease and non-lease components, which are accounted for separately. For certain equipment leases, such as copiers, the Company accounts for the lease and non-lease components as a single lease component.
Lease terms for Company-owned stores are generally five years with one or more five-year renewal options and generally require the Company to pay a proportionate share of real estate taxes, insurance, common area, and other operating costs in addition to a base or fixed rent. The Company's leases have remaining lease terms of 1 to 11 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Economic performance of a store is the primary factor used to estimate whether an option to extend a lease term will be exercised or not.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense for the periods reported are as follows:
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(in thousands)
(unaudited)
 
(as adjusted)
Operating lease cost
$
1,046

 
$
1,161

Short-term lease cost
14

 
7

Variable lease cost
1

 
15

Sublease income
(18
)
 
(21
)
Total lease cost
$
1,043

 
$
1,162

Supplemental cash flow information related to leases for the periods reported is as follows:
 
Three Months Ended
(in thousands)
April 2, 2018
 
April 3, 2017
Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
Operating cash flows from operating leases
$
1,222

 
$
1,212

Right-of-use assets obtained in exchange for new operating lease liabilities

 
92

Weighted-average remaining lease term of operating leases
5.7 years

 
6.7 years

Weighted-average discount rate of operating leases
5.97
%
 
5.97
%

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Future minimum lease payments under non-cancelable leases as of April 2, 2018 are as follows (in thousands):
Fiscal year
2018
$
3,622

 
2019
5,022

 
2020
4,078

 
2021
2,676

 
2022
1,760

 
Thereafter
3,317

 
Total future minimum lease payments
20,475

 
    Less imputed interest
(1,760
)
 
    Less lease liabilities held for sale(1) 
$
(2,384
)
 
Total Lease Liabilities
$
16,331

(1)
Lease liabilities held for sale includes $0.5 million reported in Accrued expenses and other current assets (see Note 8 — Accrued Expenses and Other Current Liabilities) and $1.9 million reported in Other long-term liabilities in the Company's Condensed Consolidated Balance Sheets.
As of January 1, 2018, the Company had no operating leases that had not yet commenced.
Lease guarantees
The Company is the guarantor for operating leases of 21 franchised stores that have terms expiring on various dates from April 2018 to November 2022. The obligations from these leases will generally continue to decrease over time as the leases expire. The applicable franchise owners continue to have primary liability for these operating leases. As of April 2, 2018, the Company does not believe it is probable it would be required to perform under the outstanding guarantees.
Note 11 — Income Taxes
Information on the Company’s income taxes for the periods reported is as follows:
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(in thousands)
(unaudited)
 
(as adjusted)
Provision for (benefit from) income taxes
$
581

 
$
(3,680
)
Income (loss) before income taxes
2,161

 
(8,887
)
Effective income tax rate
26.9
%
 
41.4
%
The effective income tax rate for the three months ended April 2, 2018 includes the effect of certain permanent differences between tax reporting purposes and financial reporting purposes and the relative impact of those differences on a small quarterly income. The effective tax rate for the three months ended April 3, 2017, includes the effect of a discrete adjustment for the share-based compensation expense recorded for vesting restricted common shares.
Note 12 — Share-based Compensation
In May 2010, the Company’s Board of Directors approved the 2010 Amended Management Incentive Plan (the “2010 Plan”). In May 2014, the Company’s Board of Directors adopted the 2014 Equity Incentive Plan (the “2014 Plan,” and together with the 2010 Plan, the “Incentive Plans”). The Incentive Plans reserve 2,116,747 common shares for equity incentive awards consisting of incentive stock options, non-qualified stock options, restricted stock awards, and unrestricted stock awards. Equity incentive awards may be issued from either the 2014 Plan or the 2010 Plan.

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Restricted common shares
Information with respect to restricted stock awards is as follows:
 
Number of Shares of Restricted Common Stock
 
Weighted Average
Award Date
Fair Value Per Share
 
Time Vesting
 
Market Condition
 
Unvested, January 1, 2018
34,898

 
40,354

 
$
3.44

Vested
(13,143
)
 

 
4.71

Unvested, April 2, 2018
21,755

 
40,354

 
$
3.17

Stock options
Information with respect to stock option activity is as follows:
 
Number of Shares
Subject to Options
 
Weighted
Average
Exercise
Price Per Share
 
Weighted
Average Remaining
Contractual Term
 
Aggregate
Intrinsic
Value
(thousands)
 
Time
Vesting
 
Market
Condition
 
 
 
Outstanding, January 1, 2018
949,115

 
158,127

 
$
7.60

 
 
 
 
Forfeited
(79,104
)
 

 
9.24

 
 
 
 
Outstanding, April 2, 2018
870,011

 
158,127

 
$
7.47

 
8.0 years
 
$
239

Exercisable, April 2, 2018
341,166

 

 
$
9.72

 
6.6 years
 
$
60

Compensation cost
Stock-based compensation expense recognized in connection with the Incentive Plans for each of the three month periods ended April 2, 2018 and April 3, 2017 amounted to $0.2 million, respectively.
As of April 2, 2018, total unrecognized stock-based compensation expense was $1.3 million, with $1.0 million associated with time vesting awards and $0.3 million associated with market condition awards. The remaining weighted average period for unrecognized stock-based compensation expense was 2.4 years as of April 2, 2018.
Note 13 — Brand Marketing Fund
The Company manages the BMF on behalf of all Papa Murphy's stores in the United States. The Company is committed under its franchise and other agreements to spend revenues of the BMF on marketing, creative efforts, media support, or related purposes specified in the agreements. Contributions to the BMF are recognized as revenue, while expenditures are included in selling, general, and administrative expenses. Expenditures of the BMF are primarily amounts paid to third-parties, but may also include personnel expenses and allocated costs. At each reporting date, to the extent contributions to the BMF exceed expenditures on a cumulative basis, the excess contributions are recorded in accrued expenses in the Company’s Condensed Consolidated Balance Sheets. While no profit is recognized on amounts received by the BMF, when expenditures exceed contributions to the BMF on a cumulative basis, income from operations and net income may be affected due to the timing of when revenues are received and expenses are incurred.
Information on the Company’s BMF balances for the periods reported is as follows:
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(in thousands)
(unaudited)
 
(as adjusted)
Opening fund deficit
$
(5,461
)
 
$
(1,071
)
Net activity during the period
(401
)
 
(8,342
)
Ending fund deficit
$
(5,862
)
 
$
(9,413
)
As of April 2, 2018, previously recognized expenses of $5.9 million may be recovered in future periods if subsequent BMF contributions exceed expenditures.

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Note 14 — Earnings per Share (EPS)
The number of shares and earnings per share (“EPS”) data for all periods presented are based on the historical weighted-average shares of common stock outstanding. Basic EPS is calculated by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted EPS is calculated using income available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period, which includes unvested restricted common stock and outstanding stock options. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the common shares underlying such securities would have an anti-dilutive effect.
The following table sets forth the computations of basic and diluted EPS:
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(in thousands, except per share data)
(unaudited)
 
(as adjusted)
Earnings:
 
 
 
Net income (loss)
$
1,580

 
$
(5,207
)
Shares:
 
 
 
Weighted average common shares outstanding
16,906

 
16,839

Dilutive effect of restricted equity awards
39

 

Diluted weighted average number of shares outstanding
16,945

 
16,839

Earnings (loss) per share:
 
 
 
Basic earnings (loss) per share
$
0.09

 
$
(0.31
)
Diluted earnings (loss) per share
$
0.09

 
$
(0.31
)
For the three months ended April 2, 2018, and April 3, 2017, an aggregated total of 0.6 million shares and 1.4 million shares, respectively, have been excluded from the diluted EPS calculation because their effect would have been anti-dilutive.
Note 15 — Commitments and Contingencies
Legal proceedings
The Company is from time to time involved in litigation, certain other claims and arbitration matters arising in the ordinary course of business. The company accrues a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. These accruals are reviewed at least quarterly and adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility (within the meaning of Accounting Standards Codification (“ASC”) 450) that losses could exceed amounts already accrued, if any, and the additional loss or range of loss is able to be estimated, the Company discloses the additional loss or range of loss.
In some instances, the Company is unable to reasonably estimate any potential loss or range of loss. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit will have on its business. There are many reasons that the Company cannot make these assessments, including, among others, one or more of the following: the early stages of a proceeding; damages sought that are unspecified, unsupportable, unexplained or uncertain; discovery not having been started or incomplete; the complexity of the facts that are in dispute; the difficulty of assessing novel claims; the parties not having engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and/or the often slow pace of litigation.
The Company currently is subject to litigation with a group of its franchise owners. In January 2014, six franchise owner groups claimed that the Company misrepresented its sales volumes, made false representations to them and charged excess advertising fees, among other things. The Company engaged in mediation with these franchise owners, which is required under the terms of their franchise agreements, in order to address and resolve their claims, but was unable to reach a settlement agreement. On April 4, 2014, a total of 12 franchise owner groups, including those franchise owners that previously made the allegations described above, filed a lawsuit against the Company in the Superior Court in Clark County, Washington, making essentially the same allegations for violation of the Washington Franchise Investment Protection Act, fraud, negligent misrepresentation and breach of contract, and seeking declaratory and injunctive relief, as well as monetary damages. Based on motions filed by the Company in that lawsuit, the court ruled on July 9, 2014, that certain of the plaintiffs’ claims under the

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Table of Contents

anti-fraud and nondisclosure provisions of the Washington Franchise Investment Protection Act should be dismissed and that certain other claims in the case would need to be more specifically alleged. The court also ruled that the six franchise owner groups who had not mediated with the Company prior to filing the lawsuit must mediate with the Company in good faith, and that their claims shall be stayed until they have done so.
On June 18, 2014, an additional 16 franchise owner groups, represented by the same counsel as the plaintiffs described above, filed a lawsuit in the Superior Court in Clark County, Washington making essentially the same allegations as made in the lawsuit described above and seeking declaratory and injunctive relief, as well as monetary damages. The court consolidated the two lawsuits into a single case and ordered that the plaintiffs in the new lawsuit, none of whom had mediated with the Company prior to filing the lawsuit, must do so, and that their claims be stayed until they have completed mediating with the Company in good faith.
In October 2014, the Company engaged in mediation with the 22 franchise owner groups who had not previously done so. As a result of that mediation and other efforts, the Company reached resolution with 13 of the franchise owner groups involved in the consolidated lawsuits, and their claims have either been dismissed or dismissal is pending.
In February 2015, the remaining franchise owner groups in the consolidated lawsuits filed an amended complaint, removing some claims, amending some claims, adding claims and naming some of the Company's former and current franchise sales staff as additional individual defendants. In September 2016, the remaining 15 franchise owner groups in the consolidated lawsuits filed an amended complaint to add a claim under the Washington Consumer Protection Act based on substantially the same allegations as the prior claims, to re-plead claims under the Washington Franchise Investment Protection Act that had previously been dismissed, and to dismiss Dan Harmon as a defendant.
In June 2017, the parties moved for summary judgment. The Company moved for summary judgment against two of the remaining franchise owner groups, the board of directors members moved for summary judgment on all claims against them, and the plaintiffs moved for summary judgment against all defendants on their Washington Consumer Protection Act and Washington Franchise Investment Protection Act claims. A hearing on the summary judgment motions was held on October 13, 2017.
In July 2017, the Company engaged in mediation with the remaining 15 franchise owner groups in the consolidated lawsuits. As a result of that mediation and other efforts, the Company reached resolutions with six of the remaining franchise owner groups, and their claims have been dismissed.
In April 2018, the Company reached resolution with four of the remaining franchise owner groups, conditioned upon dismissal of their claims.
The Company is named as a defendant in a putative class action lawsuit filed by plaintiff John Lennartson on May 7, 2015, in the United States District Court for the Western District of Washington. The lawsuit alleges the Company failed to comply with the requirements of the Telephone Consumer Protection Act ("TCPA") when it sent SMS text messages to consumers. Mr. Lennartson asks that the court certify the putative class and that statutory damages under the TCPA be awarded to plaintiff and each class member. On October 14, 2016, the Federal Communications Commission ("FCC") granted the Company a limited waiver from the TCPA’s written consent requirements for certain text messages that it sent up through October 16, 2013 to individuals who, like Mr. Lennartson, provided written consent prior to October 16, 2013. On October 20, 2016, the Company filed a motion for summary judgment seeking dismissal. On October 27, 2016, Mr. Lennartson filed a motion seeking to extend the time to respond to the summary judgment motion on the basis that he intends to appeal the FCC’s waiver. On November 4, 2016, the Court granted Mr. Lennartson’s motion to continue his response to the Company’s summary judgment motion until he could complete his appeal of the FCC’s waiver order. In addition, on January 9, 2017, Mr. Lennartson filed an amended complaint adding additional plaintiffs, some of whom provided consent after October 16, 2013, and who are therefore differently situated from Mr. Lennartson, as well as additional Washington state law claims. On October 27, 2017, plaintiffs moved to certify their putative class, which the Company opposed, and on November 22, 2017, the Company moved for summary judgment on all of plaintiffs’ claims. The Court issued a stay of the case for 30 days while the parties pursued settlement negotiations. On April 23, 2018, the parties entered into a Settlement Agreement and Release and plaintiffs filed a Motion and Memorandum for Preliminary Approval of Settlement with the Court. The Settlement Agreement, subject to necessary court approvals and other conditions, will result in the final resolution of the lawsuit; however, the Company provides no assurance that the final settlement agreement will be approved by the Court, or that the lawsuit will be finally resolved. The Company has recorded a contingent liability of $3.9 million related to this lawsuit. An adverse judgment or settlement related to this lawsuit could have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.
In addition to the foregoing, the Company is subject to routine legal proceedings, claims and litigation in the ordinary course of its business. The Company may also engage in future litigation with franchise owners to enforce the terms of franchise agreements and compliance with brand standards as determined necessary to protect the Company’s brand, the consistency of products and the customer experience. Lawsuits require significant management attention and financial resources and the outcome of any litigation is inherently uncertain. The Company does not, however, currently expect that the costs to resolve

18

Table of Contents

these routine matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.
Note 16 — Segment Information
As a result of changes in the Company's executive management responsibilities, effective January 2, 2018, the Company changed its reportable segments by combining its domestic and international franchise business into a single Franchise segment and separating its Brand Funds business into a separate reportable segment. No changes were made to the Company's Company Stores segment. Management believes this change better reflects the priorities and decision making analysis around the allocation of the Company's resources. Prior period results for the affected segments have been retrospectively revised to reflect this change.
The Company now has the following reportable segments: (i) Franchise; (ii) Company Stores; and (iii) Brand Funds. The Franchise segment includes operations with respect to franchised stores and derives its revenues primarily from franchise and development fees and franchise royalties from franchised stores. The Company Stores segment includes operations with respect to Company-owned stores and derives its revenues from retail sales of pizza and side items to the general public. The Brand Funds segment includes the Brand Marketing Fund and the Company's Convention Fund.
The Company measures the performance of its segments based on segment adjusted EBITDA and allocates resources based primarily on this measure. “EBITDA” is calculated as net income (loss) before interest expense, income taxes, depreciation, and amortization. Segment adjusted EBITDA excludes certain unallocated and corporate expenses. Although segment adjusted EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, the Company uses segment adjusted EBITDA to compare the operating performance of its segments on a consistent basis and to evaluate the performance and effectiveness of its operational strategies. The Company’s calculation of segment adjusted EBITDA may not be comparable to that reported by other companies.
The following tables summarize information on revenues, adjusted EBITDA and assets for each of the Company’s reportable segments and include a reconciliation of segment adjusted EBITDA to income (loss) before income taxes:
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(in thousands)
(unaudited)
 
(as adjusted)
Revenues
 
 
 
Franchise
$
11,762

 
$
11,436

Company Stores
18,582

 
20,775

Brand Funds
5,885

 
8,502

Total business segment revenues
36,229

 
40,713

Intersegment eliminations
(1,457
)
 
(540
)
Total
$
34,772

 
$
40,173


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Table of Contents

 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(in thousands)
(unaudited)
 
(as adjusted)
Segment Adjusted EBITDA
 
 
 
Franchise
$
7,287

 
$
8,687

Company Stores
1,074

 
788

Brand Funds
(238
)
 
(8,342
)
Total reportable segments adjusted EBITDA
8,123

 
1,133

Corporate and unallocated
(987
)
 
(3,478
)
Depreciation and amortization
(2,141
)
 
(3,117
)
Interest expense, net
(1,292
)
 
(1,227
)
CEO transition and restructuring costs(1)
(244
)
 
(2,198
)
Litigation contingency(2)
(940
)
 

E-commerce transition costs(3)
(358
)
 

Income (Loss) Before Income Taxes
$
2,161

 
$
(8,887
)
(1)
Represents non-recurring management transition and restructuring costs in connection with the recruitment of a new Chief Executive Officer and other executive positions.
(2)
Accruals made for franchisee litigation settlements.
(3)
Non-recurring costs incurred to complete the transition to a new e-commerce platform.
 
April 2, 2018
 
January 1, 2018
(in thousands)
(unaudited)
 
(as adjusted)
Total Assets
 
 
 
Franchise
$
121,117

 
$
121,179

Company Stores
51,561

 
53,226

Brand Funds
72

 
509

Other(1)
87,142

 
87,201

Total
$
259,892

 
$
262,115

(1)
Other assets which are not allocated to the individual segments primarily include trade names and trademarks and taxes receivable.
Note 17 — Subsequent Events
On April 17, 2018, the Company signed a purchase and sale agreement to refranchise 18 Company-owned stores in Colorado. Under the terms of the agreement, the aggregate sale price for the stores is approximately $7.7 million, inclusive of franchise fees. The Denver area stores are expected to transfer in May 2018 and the Colorado Springs area stores in July 2018. This disposition did not meet the criteria for accounting as a discontinued operation. The components of the assets and liabilities being sold and their classification on the Company's Condensed Consolidated Balance Sheets are as follows:
(in thousands)
Balance sheet location
April 2, 2018
Property and equipment, net
Assets held for sale
$
1,139

Operating lease right-of-use assets
Assets held for sale
2,224

Goodwill
Assets held for sale
5,155

Other assets
Assets held for sale
39

Current portion of lease liabilities
Accrued expenses and other current liabilities
450

Lease liabilities, net of current portion
Other long-term liabilities
1,934

Under the Company's Senior Credit Facility, net proceeds after taxes from the sale of Company-owned stores must be used to repay amounts outstanding on the Senior Credit Facility when proceeds of a transaction exceed $500,000 or proceeds from all dispositions exceed $1 million in any fiscal year. Accordingly, the assets held for sale associated with this transaction are reported as non-current assets.

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Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 the fiscal year ended January 1, 2018. To match our operating cycle, we use a 52- or 53-week fiscal year, ending on the Monday nearest 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 2018 is a 52-week period ending on December 31, 2018, and fiscal year 2017 was a 52-week period ended on January 1, 2018.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018. All statements other than statements of historical fact or relating to present facts or current conditions included in this discussion and analysis are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements include those regarding our future financial or operating results, cash flows, sufficiency of liquidity, financing resources, business strategies and priorities, shift in mix of marketing efforts, resolution of litigation and claims, expansion and growth opportunities, the mix of new store openings, our refranchising initiative, reduction in the number of Company-owned stores, timing for the completion of pending dispositions of Company-owned stores, adoption of new accounting standards and the estimated effect of those new standards, our qualification as an “emerging growth company,” exposure to foreign currency and interest rate risk, as well as industry trends and outlooks. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
The forward-looking statements contained in this discussion and analysis are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. As you read and consider this discussion and analysis, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from expectations based on these forward-looking statements.
Any forward-looking statement made by us in this discussion and analysis speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
2018 Highlights
Revenue
Total revenues for the three months ended April 2, 2018, compared to the three months ended April 3, 2017, declined 13.4% from $40.2 million to $34.8 million, due to a (a) decline in Company-owned store sales attributable to the refranchising of seven and closure of 16 Company-owned stores in 2017 after April 3, 2017, and (b) a decline in royalties and advertising fees due to negative comparable store sales as noted below and a net decline of 39 franchise stores. Comparable store sales in 2018 compared to 2017 for selected segments were as follows:

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Three Months Ended
 
April 2, 2018
 
April 3, 2017
Franchise
(4.0)%
 
(4.5)%
Company Stores
(2.7)%
 
(9.9)%
Total
(3.9)%
 
(5.0)%
Comparable store sales for the three months ended April 2, 2018 were lower due to a variety of competitive actions, including lower advertising expenditures in the three months ended April 2, 2018 compared to the same period last year.
Refranchising
In recent years, we had focused our financial resources on accelerating the build out of several markets with Company-owned stores. Consistent with our strategy, we are now working to refranchise a significant number of our Company-owned stores to experienced and well-capitalized franchisees who can further grow these markets. On April 17, 2018, we signed a purchase and sale agreement to refranchise 18 Company-owned stores in Colorado. Our target is to continue reducing the number of Company-owned stores to no more than 50 stores by 2020.
Store Development
During the three months ended April 2, 2018, our franchise owners opened four stores, all in the United States, and we did not open any Company-owned stores. While we operate some stores as Company-owned stores, we expect the majority of our new store expansion to continue to come from new franchised store openings.
E-commerce
We began the system-wide roll-out of an e-commerce platform in early 2017 and have seen positive results to date as the average transaction amount continues to be about 20% higher for online orders than for in-store orders. We strategically use online-only promotions communicated through text and email messaging. On March 15, 2018, we completed our switchover to a third-party's e-commerce platform as previously announced to accelerate progress on our convenience strategy. The new platform enables online and mobile ordering to be fully integrated with third-party marketplace and delivery services, where available. As part of the transition, we incurred $358,000 in non-recurring conversion costs during the three months ended April 2, 2018.
Accounting Standards
We adopted the new accounting standards for revenue recognition and leases effective January 2, 2018. These new standards had a material impact on our condensed consolidated financial statements. Beginning in fiscal year 2018, our financial results reflect adoption of the standards with prior periods restated accordingly. The retrospective adoption of the revenue and lease standards increased our net income by $207,000 for the three months ended April 3, 2017, approximately $0.01 per diluted share. Refer to Recently Adopted Accounting Standards under Note 1 — Description of Business and Basis of Presentation (Part I, Item 1 of this Form 10-Q) for further discussion.
Key Operating Metrics
We evaluate the performance of our business using a variety of operating and performance metrics. Set forth below is a description of our key operating metrics.
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
Store average weekly sales
$
10,874

 
$
11,033

Comparable store sales
(3.9
)%
 
(5.0
)%
Comparable stores
1,469

 
1,472

System-wide sales (in thousands)
$
213,759

 
$
225,610

System-wide stores
1,504

 
1,566

Adjusted EBITDA (in thousands)
$
7,136

 
$
(2,345
)

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Average Weekly Sales
Average Weekly Sales (“AWS”) consists of the average weekly sales of stores over a specified period of time. AWS is calculated by dividing the total net sales of our system-wide stores for the relevant time period by the number of weeks these stores were open in such time period. This measure allows management to assess changes in customer traffic and spending patterns in our stores.
Comparable Store Sales
Comparable store sales represents the change in year-over-year sales for comparable stores. A comparable store is a store open for at least 52 full weeks from the comparable date (the Tuesday following the opening date). Comparable store sales reflects changes in the number of transactions and in customer spend per transaction at existing stores. Customer spend per transaction is affected by changes in menu prices, sales mix, and the number of items sold per customer.
System-Wide Sales
System-wide sales include net sales by all of our system-wide stores. This measure allows management to assess the health of our brand, our relative position to competitors, and changes in our royalty revenues.
Store Openings, Closures, Acquisitions, and Divestitures
We review the number of new stores, the number of closed stores, and the number of acquired and divested stores to assess growth in system-wide sales, royalty revenues, and Company-owned store sales. We operate through a footprint of 1,504 stores as of April 2, 2018, of which 90.4% are franchised, located in 39 states plus Canada and the Middle East. The following table presents the changes in the number of stores in our system for the three months ended April 2, 2018.
 
Franchise
 
 
 
 
 
 
 
Domestic
 
International
 
Total Franchise
 
Company Stores
 
Total
Store count at January 1, 2018
1,338

 
40

 
1,378

 
145

 
1,523

Openings
4

 

 
4

 

 
4

Closings
(23
)
 

 
(23
)
 

 
(23
)
Store count at April 2, 2018
1,319

 
40

 
1,359

 
145

 
1,504

EBITDA and Adjusted EBITDA
To supplement our interim unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”), we consider certain financial measures that are not prepared in accordance with GAAP. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly-titled measures presented by other companies.
Adjusted EBITDA is calculated as net income (loss) before interest expense, income taxes, depreciation, and amortization (“EBITDA”) as adjusted for the effects of items that we do not consider indicative of our operating performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered as an alternative to net income (loss), as determined by GAAP, and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies.
Adjusted EBITDA is a non-GAAP financial measure. Management believes that this financial measure, when viewed with our results of operations in accordance with GAAP and our reconciliation of Adjusted EBITDA to net income (loss), provides additional information to investors about certain material or unusual items that we do not expect to continue at the same level in the future. By providing this non-GAAP financial measure, we believe we are enhancing investors’ understanding of our business and our results of operations, and assisting investors in evaluating how well we are executing strategic initiatives. We believe Adjusted EBITDA is used by investors as a supplemental measure to evaluate the overall operating performance of companies in our industry.
Management uses Adjusted EBITDA and other similar measures:
in comparing our operating performance on a consistent basis;
to calculate incentive compensation for our employees;
for planning purposes, including the preparation of our internal annual operating budget; and
to evaluate the performance and effectiveness of our operational strategies.

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Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect the cash requirements for such replacements; and
Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes.
To address these limitations, we reconcile Adjusted EBITDA to the most directly comparable GAAP measure, net income. Further, we also review GAAP measures and evaluate individual measures that are not included in Adjusted EBITDA.
The following table provides a reconciliation of our net income (loss) to Adjusted EBITDA for the periods presented:
 
Three Months Ended
(in thousands)
April 2, 2018

April 3, 2017
Net Income (Loss)
$
1,580

 
$
(5,207
)
Depreciation and amortization
2,141

 
3,117

Provision for (benefit from) income taxes
581

 
(3,680
)
Interest expense, net
1,292

 
1,227

EBITDA
$
5,594

 
$
(4,543
)
CEO transition and restructuring costs(1)
244

 
2,198

Litigation settlements(2)
940

 

E-commerce transition costs(3)
358

 

Adjusted EBITDA
$
7,136

 
$
(2,345
)
(1)
Represents non-recurring management transition and restructuring costs in connection with the recruitment of a new Chief Executive Officer and other executive positions.
(2)
Accruals made for franchisee litigation settlements.
(3)
Non-recurring costs incurred to complete the transition to a new e-commerce platform.
Our Segments
As a result of changes in our executive management responsibilities, effective January 2, 2018 we changed our reportable segments by combining our domestic and international franchise business into a single Franchise segment and separating the Brand Funds business into a separate reportable segment. Management believes this change better reflects the priorities and decision-making analysis around the allocation of our resources. Prior period results for the affected segments have been retrospectively revised to reflect this change.
We operate in three business segments: Franchise, Company Stores, and Brand Funds. Our Franchise segment consists of our franchised stores, our Company Stores segment consists of our Company-owned stores, and our Brand Funds segment consists of our BMF and our Convention fund.
Our Chief Operating Decision Maker (“CODM”) uses segment adjusted EBITDA as the primary measure of segment performance to allocate resources. The CODM believes this measure provides an enhanced basis for consistently measuring segment performance against operational objectives and strategies. Segment adjusted EBITDA excludes certain unallocated and corporate expenses, which include costs related to our board of directors, CEO, CFO, and certain legal expenses. Although segment adjusted EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, we use segment adjusted EBITDA to compare the operating performance of our segments on a consistent basis and to evaluate the performance and effectiveness of our operational strategies. Our calculation of segment adjusted EBITDA may not be comparable to that reported by other companies.

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Table of Contents

The following tables set forth our revenues and segment adjusted EBITDA for each of our segments for the periods presented: 
 
Three Months Ended
(in thousands)
April 2, 2018
 
April 3, 2017
Revenues
 
 
 
Franchise
$
11,762

 
$
11,436

Brand Funds
5,885

 
8,502

Franchise related
16,190

 
19,398

Company Stores
18,582

 
20,775

Total business segment revenues
36,229

 
40,713

Intersegment eliminations
(1,457
)
 
(540
)
Total
$
34,772

 
$
40,173

 
Three Months Ended
(in thousands)
April 2, 2018
 
April 3, 2017
Segment Adjusted EBITDA
 
 
 
Franchise
$
7,287

 
$
8,687

Company Stores
1,074

 
788

Brand Funds
(238
)
 
(8,342
)
Total reportable segments adjusted EBITDA
8,123

 
1,133

Corporate and unallocated
(987
)
 
(3,478
)
Depreciation and amortization
(2,141
)
 
(3,117
)
Interest expense, net
(1,292
)
 
(1,227
)
CEO transition and restructuring costs(1)
(244
)
 
(2,198
)
Litigation settlements(2)
(940
)
 

E-commerce transition costs(3)
(358
)
 

Income (Loss) Before Income Taxes
$
2,161

 
$
(8,887
)
(1)
Represents non-recurring management transition and restructuring costs in connection with the recruitment of a new Chief Executive Officer and other executive positions.
(2)
Accruals made for franchisee litigation settlements.
(3)
Non-recurring costs incurred to complete the transition to a new e-commerce platform.

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Table of Contents

Results of Operations
The following table sets forth our results of operations in dollars and as a percentage of total revenues for the three months ended April 2, 2018, and April 3, 2017. Prior year numbers have been adjusted to reflect the impacts of adopting ASU 2014-09 (the new revenue accounting standard) and ASU 2016-02 (the new lease accounting standard). See Recently Adopted Accounting Standards under Note 1 — Description of Business and Basis of Presentation for more information on these two standards and a reconciliation of results as previously reported to adjusted results as presented below.
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
(dollars in thousands)
$
 
Total % of
Revenues
 
$ (1)
 
Total % of
Revenues
Revenues
 
 
 
 
 
 
 
Franchise related
$
16,190

 
46.6
%
 
$
19,398

 
48.3
 %
Company-owned stores
18,582

 
53.4
%
 
20,775

 
51.7
 %
Total revenues
34,772

 
100.0
%
 
40,173

 
100.0
 %
Costs and Expenses
 
 
 
 
 
 
 
Store operating costs:
 
 
 
 
 
 
 
Cost of food and packaging (2)
6,126

 
17.6
%
 
7,215

 
17.9
 %
Compensation and benefits (2)
5,631

 
16.2
%
 
6,334

 
15.8
 %
Advertising (2)
1,252

 
3.6
%
 
1,712

 
4.3
 %
Other store operating costs (2)
3,103

 
8.9
%
 
3,701

 
9.2
 %
Selling, general, and administrative
13,013

 
37.4
%
 
25,702

 
64.0
 %
Depreciation and amortization
2,141

 
6.2
%
 
3,117

 
7.8
 %
Loss on disposal of property and equipment
2

 
0.0
%
 
9

 
0.0
 %
Total costs and expenses
31,268

 
89.9
%
 
47,790

 
119.0
 %
Operating Income (Loss)
3,504

 
10.1
%
 
(7,617
)
 
(19.0
)%
Interest expense, net
1,292

 
3.8
%
 
1,227

 
3.0
 %
Other expense, net
51

 
0.1
%
 
43

 
0.1
 %
Income (Loss) Before Income Taxes
2,161

 
6.2
%
 
(8,887
)
 
(22.1
)%
Provision for (benefit from) income taxes
581

 
1.7
%
 
(3,680
)
 
(9.1
)%
Net Income (Loss)
1,580

 
4.5
%
 
(5,207
)
 
(13.0
)%
(1)
Prior year numbers have been adjusted to reflect the impacts of adopting ASU 2014-09 (the new revenue accounting standard) and ASU 2016-02 (the new lease accounting standard). See Recently Adopted Accounting Standards under Note 1 — Description of Business and Basis of Presentation for more information on these two standards and a reconciliation of results as previously reported to adjusted results as presented above.
(2)
Please see the table presented under Costs and Expenses below, which presents Company-owned store expenses as a percentage of Company-owned store sales for the three months ended April 2, 2018, and April 3, 2017.
Revenues
Total revenues. In the three months ended April 2, 2018, total revenues decreased compared to the three months ended April 3, 2017, primarily due to (a) a decline in comparable store sales of 3.9%, (b) a decline in the number of Company-owned and franchise stores period-over-period; and (c) the elimination of an incremental advertising fee of 0.85% of sales charged to all stores only in fiscal year 2017 to help fund the test of national advertising in the first quarter of 2017.
Franchise revenues. Franchise revenues decreased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, due to (a) a decline in Franchise comparable store sales of 4.0%, (b) a net decline of 39 franchise stores period-over-period, and (c) the elimination of an incremental advertising fee of 0.85% of sales charged to all stores only in fiscal year 2017 to help fund the test of national advertising in the first quarter of 2017.
Company-owned stores revenue. Company-owned stores revenue decreased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, due to a decline in comparable store sales of 2.7% in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, and a reduction in the number of Company-owned stores period-over-period due to the refranchising of seven and closure of 16 Company-owned stores since April 3, 2017.

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Table of Contents

Costs and Expenses
Total costs and expenses. Total costs and expenses decreased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, primarily as a result of the additional advertising costs incurred during the first quarter of 2017 associated with the national advertising test.
Store operating costs. Store operating costs as a percentage of total revenues decreased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017. The following table presents the components of store operating costs as a percentage of Company-owned store sales for the periods reported:
 
Three Months Ended
 
April 2, 2018
 
April 3, 2017
Store operating costs as a % of Company-owned store sales:
 
 
 
Cost of food and packaging
33.0
%
 
34.7
%
Compensation and benefits
30.3
%
 
30.5
%
Advertising
6.7
%
 
8.2
%
Occupancy and other store operating costs
16.7
%
 
17.9
%
Total store operating costs
86.7
%
 
91.3
%
Total store operating costs as a percentage of Company-owned store sales decreased 460 basis points overall in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, due primarily to the effect of Company-owned store portfolio changes in select markets and as further explained below:
Cost of food and packaging. Food and packaging costs declined during the three months ended April 2, 2018 compared to the three months ended April 3, 2017 primarily due to the closing of 16 stores since April 3, 2017 that had lower sales and higher food costs as a percentage of store sales than the system average.
Advertising costs. Advertising costs decreased in the three months ended April 2, 2018 compared to the three months ended April 3, 2017 due primarily to additional spending on our first test of national advertising during the three months ended April 3, 2017.
Occupancy and other store operating costs. The decrease in occupancy and other store operating costs as a percentage of Company-owned store sales during the three months ended April 2, 2018, compared to the three months ended April 3, 2017 was primarily a result of closing 16 stores since April 3, 2017 that had lower sales and higher occupancy costs as a percentage of store sales than the system average. In addition, during the third quarter of 2017, the Company recorded an impairment charge for underperforming stores in four markets, including lease ROU assets, which reduced future occupancy costs recognized from leases in those markets.
Selling, general, and administrative. Selling, general, and administrative costs decreased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, primarily due to advertising fund expenses incurred in the first quarter of 2017 associated with our first test of a national media campaign, and severance and restructuring costs incurred in the first quarter of 2017 associated with executive turnover and staff reductions.
Depreciation and amortization. Depreciation and amortization decreased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, due to a reduction in Company-owned stores period-over-period and the recording of impairment charges for our former e-commerce platform and Company-owned stores in four markets during 2017.
Interest expense, net. Interest expense, net increased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, due to increased average interest rates, partially offset by a reduction in the total amount of debt outstanding period-over-period.
Income taxes. The provision for income taxes increased in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, due to a GAAP loss before income taxes in 2017, compared to GAAP income before income taxes in the current period.
The effective tax rate for the three months ended April 2, 2018, was 26.9% compared to 41.4% for the three months ended April 3, 2017. The effective income tax rate decreased as a result of the lower 2018 Federal tax rates enacted in late 2017 as part of the Tax Cuts and Jobs Act. Our income taxes have varied from what would be expected from the application of prevailing statutory rates mainly due to the effect of meal and entertainment expenses and share-based compensation expenses.

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Table of Contents

Segment Results
Franchise. Total revenues for the Franchise segment increased $0.3 million in the three months ended April 2, 2018 compared to the three months ended April 3, 2017, primarily due to a change in intersegment revenues. Starting in fiscal year 2018, a royalty fee, comparable to what is charged to franchised stores, is charged to each Company-owned store. This royalty fee replaces the corporate overhead allocation that was in place through fiscal year 2017. This change increased Franchise intersegment revenues for the three months ended April 2, 2018 by about $1 million compared to the three months ended April 3, 2017. This increase in Franchise revenues was partially offset by a $0.7 million decline in Franchise revenues for the three months ended April 2, 2018 compared to the three months ended April 3, 2017 as a result of a decline in Franchise comparable store sales of 4.0% and a reduction in the number of franchised stores period-over-period.
Adjusted EBITDA for the Franchise segment decreased $1.4 million in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, primarily due to the aforementioned changes in the corporate overhead cost allocation methodology.
Company Stores. Total revenues for the Domestic Company Stores segment decreased $2.2 million in the three months ended April 2, 2018 compared to the three months ended April 3, 2017, primarily due to a decline in comparable store sales of 2.7% and a reduction in the number of Company-owned stores period-over-period.
Adjusted EBITDA for the Domestic Company Stores segment increased $0.3 million in the three months ended April 2, 2018, compared to the three months ended April 3, 2017, primarily as a result of the closure of 16 underperforming stores since April 3, 2017 and a change to the corporate overhead cost allocation methodology.
Brand Funds. Total revenues for the Brand Funds segment decreased for the three months ended April 2, 2018, compared to the three months ended April 3, 2017 primarily as a result of eliminating the incremental advertising fee of 0.85% of sales charged to domestic stores in fiscal year 2017 to partially fund the test of national advertising in the first quarter of 2017. Brand Funds revenues also declined due to a reduction in Franchise comparable domestic store sales of 3.7% and fewer domestic franchised stores period-over-period.
Adjusted EBITDA from the Brand Funds segment increased $8.1 million for the three months ended April 2, 2018, compared to the three months ended April 3, 2017, due to the elimination of advertising expenditures associated with our test of national advertising during the three months ended April 3, 2017. Total advertising fund expenditures exceeded fund contributions by $0.4 million and $8.3 million in the three months ended April 2, 2018 and April 3, 2017, respectively.
The table below shows the net impact of the BMF on the Brand Funds segment adjusted EBITDA and the current fund deficit. The Convention Fund had EBITDA of zero and a fund surplus of $0.6 million and $1.2 million as of April 2, 2018 and April 3, 2017, respectively.
 
Three Months Ended
(in thousands)
April 2, 2018
 
April 3, 2017
Opening fund deficit
$
(5,461
)
 
$
(1,071
)
Net activity during the period
(401
)
 
(8,342
)
Ending fund deficit
$
(5,862
)
 
$
(9,413
)
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operating activities and proceeds from the incurrence of debt, which together are sufficient to fund our operations, tax payments, capital expenditures, interest, fees, and principal payments on our debt as well as support our growth strategy. If the need arises, we may seek additional funding. Our ability to obtain additional financing will depend on many factors, including prevailing market conditions, our financial condition, and our ability to negotiate favorable terms and conditions. Financing may not be available on terms that are acceptable or favorable to us, if at all.
As of April 2, 2018, we had Cash and cash equivalents of $1.5 million and $20.0 million of available borrowings under a revolving line of credit, of which none was drawn. As of April 2, 2018, we had $91.0 million of outstanding indebtedness. Principal payments under our Senior Credit Facility are due on the last day of each fiscal quarter through the life of the Senior Credit Facility. We believe that our cash flows from operations, available cash and cash equivalents, and available borrowings under our revolving credit facility will be sufficient to meet our liquidity needs for at least the next 12 months.
As of April 2, 2018, we were in compliance with all of our covenants and other obligations under our Senior Credit Facility.

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Table of Contents

Cash Flows
The following table presents a summary of cash flows from operating, investing, and financing activities for the periods presented: 
 
Three Months Ended
(in thousands)
April 2, 2018
 
April 3, 2017
Cash flows from operating activities
$
4,252

 
$
(635
)
Cash flows from investing activities
(7
)
 
(903
)
Cash flows from financing activities
(4,900
)
 
(82
)
Total cash flows
$
(655
)
 
$
(1,620
)
Cash Flows from Operating Activities
Net cash provided by operating activities of $4.3 million for the three months ended April 2, 2018, resulted primarily from net income of $1.6 million, adjusted for items such as depreciation and amortization, gains and losses on the disposal or impairment of property and equipment, and changes in operating assets and liabilities. The $4.9 million increase for the three months ended April 2, 2018, compared to the three months ended April 3, 2017, was primarily driven by reduced spending on marketing during the first quarter of 2018 compared to the first quarter of 2017, which included our test of national advertising. This reduction in advertising spend was partially offset by lower advertising fee revenues due to the elimination of an incremental advertising fee of 0.85% of sales charged to all stores only in fiscal year 2017 to help fund the test of national advertising in the first quarter of 2017.
Cash Flows from Investing Activities
Net cash used by investing activities was $7,000 for the three months ended April 2, 2018, compared to net cash used of $0.9 million for the three months ended April 3, 2017. The $0.9 million decrease in cash used by investing activities was due primarily to a period-over-period decrease of $0.9 million in capital expenditures for property, plant, and equipment
Cash Flows from Financing Activities
Net cash used by financing activities was $4.9 million for the three months ended April 2, 2018, compared to net cash used of $0.1 million for the three months ended April 3, 2017. The $4.8 million increase in net cash used by financing activities was due to extra payments on our long-term debt and no borrowings under our revolving credit facility during the three months ended April 2, 2018.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate our judgments and estimates, including those related to revenue recognition, impairment of goodwill and intangible assets, income taxes, advertising expense, leases, and share-based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
The accounting policies we believe to be most critical to understanding our financial results and condition and that require complex and subjective management judgments and estimates are identified and described in our annual consolidated financial statements and the notes included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018. For a discussion of new accounting standards that have been issued by the FASB and have been adopted during the current year, see Note 1 — Description of Business and Basis of Presentation to the interim unaudited condensed consolidated financial statements in Part I, Item 1.
JOBS Act
We qualify as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”). For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, reduced disclosure obligations relating to the presentation of financial statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation. We have availed

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ourselves of these reduced reporting and disclosure requirements in our existing filings and expect to continue to avail ourselves of the reduced reporting and disclosure requirements available to emerging growth companies in future filings. We could be an “emerging growth company” until the end of our 2019 fiscal year.
In addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we chose to “opt out” of this extended transition period, and as a result, we will comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt the standards. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As of April 2, 2018, there have been no material changes in our market risk exposure from that disclosed in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018. For a discussion of our market risk exposure, please see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in the legal proceedings described in Part I, Item 3, of our Annual Report on Form 10-K for the fiscal year ended January 1, 2018.
Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. A detailed discussion of our risk factors is included under the section title “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018. If any of these risks, as well as other risks and uncertainties that are not yet identified or that we currently think are immaterial, actually occur, our business, results of operations or financial condition could be materially and adversely affected. In such an event, the trading price of our common stock could decline and you could lose part or all of your investment. The risk factors and other information included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2018, should be carefully considered before making an investment decision relating to our common stock.
Item 6. Exhibits.
Exhibit Number
Description of Exhibits
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
*    Filed herewith
†    A management contract or compensatory plan or arrangement
The exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit will be furnished to the Securities and Exchange Commission upon request.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized

PAPA MURPHY’S HOLDINGS, INC.
 
 
 
By:
 
/s/ Nik Rupp
 
 
Name:
Nik Rupp
 
 
Title:
Chief Financial Officer

Date: May 9, 2018

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Exhibit
Exhibit 10.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12243174&doc=15


March 21, 2018

Confidential to: Nik Rupp:

Dear Nik:

We are pleased to offer you the position of Chief Financial Officer with Papa Murphy’s. In this position you would be a full-time employee reporting directly to me.

We look forward to a mutually beneficial relationship and believe that your skills and experience will help us to reach our goals. This letter will serve as an outline of the terms of the agreement.

Base Salary and Short-Term Incentive Compensation
Base salary of $315,000 annualized. Your salary will be reviewed every year beginning in 2019 consistent with the Leadership Team compensation and performance review cycle.

This position qualifies to receive a target incentive payment of 50% of your base salary contingent on the Company’s attainment of its sales and profitability goals, the Company’s ability to fund the incentive compensation pool, and attainment of your personal performance goals. You will be eligible to receive a pro-rated short term incentive payment in 2019 based on 2018’s performance against the criteria above and your start date.

Long-Term Incentive Compensation
This position qualifies to receive the right and option to purchase, on the terms and conditions set forth in the 2014 Equity Incentive Plan and the Stock Option Agreement, 50,000 shares of Papa Murphy’s Holdings, Inc. stock. The options will vest in 1/4th installments on the first, second, third and fourth anniversaries of the date of grant, subject to your continued employment on the applicable vesting dates. The options will be granted to you on the first business day of the quarter following your start date (e.g., if you were to start in April 2018, the options would be granted on the first business day of the first quarter or July 3, 2018).

Executive Employment and Non-Competition Agreement
Upon your start date Papa Murphy’s will enter into an Executive Employment and Non-Competition Agreement in the form attached hereto which will set forth terms of severance should your employment be terminated after its execution. The Executive Employment and Non-Competition Agreement will include, among other provisions, that should Papa Murphy’s terminate your employment without Cause (as defined in the Executive Employment and Non-Competition Agreement) you will be eligible to receive salary and benefits for 12 months, subject to non-competition, non-solicitation and confidentiality provisions. Once the Executive Employment and Non-Competition Agreement is executed, unless terminated, the employment

8000 NE Parkway Dr., Suite 350 Vancouver, WA 98662 ● Tel: (360) 260-7272 ● Fax (360) 260-0500

March 21, 2018
Page 2

period under it will be automatically extended annually on April 1st of each year for an additional 12-month period.

Sign-On Bonus
Papa Murphy’s will provide a $25,000 signing bonus, less applicable tax withholding, to be paid on the first payday following your start date. If you voluntarily separate from Papa Murphy’s before your one-year anniversary, you will repay this bonus to the company on a pro-rated basis (i.e. separate at 10 months, repay 2/12ths).

Medical Benefits and 401(k)
You will be eligible to apply for Papa Murphy’s Health and Welfare plan which includes: Medical, Dental, Rx, optional Vision and FSA coverage.

Company paid Life and Accidental Death and Dismemberment Insurance. Life Insurance is equal to your annual base salary up to a maximum of $400,000.

You will be eligible to enroll in the 401(k) savings plan the first of the month after six months of service. If you contribute to the 401(k) plan, you will be eligible to receive a Safe Harbor matching contribution equal to 100% of the amount you contribute to the plan up to the first 3% plus 50% of the amount you contribute between 3% and 5%. Match contributions are immediately vested.

Paid Time Off and Observed Company Holidays
As Papa Murphy’s Chief Executive Officer your Paid Time Off (PTO) is subject to the terms and conditions of the Company’s Leadership Team Flexible PTO Policy. This policy applies to eligible employees’ absences not related to the Family and Medical Leave Act (FMLA) leave lasting less than four weeks, including bereavement, sick, vacation, and jury duty. In essence, you are not held to the constraints of a PTO bank of hours. PTO simply requires my approval.

Company paid Holidays include: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Day after Thanksgiving, and Christmas.

Liability
As the Chief Executive Officer and a Director, you will have insurance coverage under Papa Murphy’s Directors and Officers liability insurance plans.

Pizza Perk
50% pizza discount at Papa Murphy’s Company Stores.

This offer is contingent upon the successful completion of an investigative consumer report (background check). We will notify you upon completion of this check

As discussed, we would like you to start work on April 9th, 2018 and will determine a mutually agreed to start date upon your acceptance. Please sign the acceptance portion of this letter within 24 hours and fax it to 360-397-6665 or scan/email it to Stephanie Richmond at stephanie.richmond@papamurphys.com.

8000 NE Parkway Dr., Suite 350 Vancouver, WA 98662 ● Tel: (360) 260-7272 ● Fax (360) 260-0500

March 21, 2018
Page 3

We look forward to you joining the Papa Murphy's team! Please contact me at (503) 360-XXXX if you have any questions.

Sincerely,

/s/ Weldon Spangler
Weldon Spangler
Chief Executive Officer


Accepted: ________________________     ________________________
Nik Rupp     Date


8000 NE Parkway Dr., Suite 350 Vancouver, WA 98662 ● Tel: (360) 260-7272 ● Fax (360) 260-0500
Exhibit
Exhibit 10.2


EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT


This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of the 9th day of May, 2018, by and between Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), and Nik Rupp, a resident of Oregon (“Executive”).
WHEREAS, the purpose and business of the Company is to operate a ‘take and bake’ pizza franchising business (the “Business”);
WHEREAS, the Company desires to be assured that the confidential information and goodwill of the Company will be preserved for the exclusive benefit of the Company;
WHEREAS, the Company desires to be assured that the unique and expert services of Executive will be available to the Company, and that Executive is willing and able to continue to render such services on the terms and conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:
1.Employment. The Company hereby agrees to employ Executive, and Executive hereby agrees to accept employment with the Company, upon the terms and conditions contained in this Agreement, to be effective on the date that Executive commences employment with the Company (the “Effective Date”). Executive’s employment with the Company shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until April 1, 2019 after the Effective Date (the “Employment Period”). Notwithstanding anything herein to the contrary, this Agreement shall be of no force or effect until the Effective Date. On April 1, 2019 and on each anniversary thereof, the Employment Period shall be automatically extended for an additional twelve-month period. The Company or Executive may elect to terminate the automatic extension of the Employment Period by giving written notice of such election not less than ninety (90) days prior to the end of the then current Employment Period.
2.Duties. During the Employment Period, Executive shall serve on a full-time basis and perform services in a managerial capacity in a manner consistent with Executive’s position as Chief Financial Officer of the Company and Executive’s duties and responsibilities shall include those duties reasonably assigned to him from time to time by the Company’s Chief Executive Officer. Executive shall devote his entire business time, attention and energies (excepting vacation time, holidays, sick days and periods of disability) and use his best efforts in his employment with the Company; provided, however, that this Agreement shall not be interpreted as prohibiting Executive from managing his personal affairs, engaging in charitable or civic activities, or serving as a director of or providing services to another business or enterprise (whether engaged in for profit or not; provided, however, with respect to for profit businesses, Executive shall be limited to serving as a director to three for-profit business enterprises other than the Company), so long as such activities do not interfere in any material respect with the performance of Executive’s duties and responsibilities hereunder.

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3.Compensation.
3.1Base Salary.
(a)In consideration of the services rendered by Executive under this Agreement, the Company shall pay Executive a base salary (the “Base Salary”) at the rate of $315,000 per calendar year during his employment.
(b)The Base Salary shall be paid in such installments and at such times as the Company pays its regularly salaried executives and shall be subject to all necessary withholding taxes, FICA contributions and similar deductions in accordance with the Company’s customary payroll procedures.
(c)The Base Salary will be reviewed on an annual basis by the Board and may be increased based on individual performance and/or the performance of the Company; provided, however, that Executive’s Base Salary may not be decreased at any time (including after any increase) other than as part of an across-the-board salary reduction similarly affecting all or substantially all management employees.
3.2Bonus. During the Employment Period, Executive shall be eligible to receive an annual bonus award (the “Annual Bonus”) with the target amount equal to at least 50% of the Base Salary, payable in accordance with the Company’s incentive compensation policy; provided, that, such Annual Bonus shall in no event be paid later than March 15 of the calendar year immediately following the fiscal year to which such Annual Bonus relates. The Annual Bonus shall be based upon the attainment of certain targets as agreed upon by Executive and the Board with respect to the Company’s financial performance for any fiscal year ending during the Employment Period. The Annual Bonus shall be subject to all necessary withholding taxes, FICA contributions and similar deductions.
3.3Equity Incentive Awards. The Compensation Committee shall determine the timing, amount and form of any grants equity-based incentive compensation awards to be made to Executive.
3.4Vacation. Executive shall be entitled to take vacation consistent with Company policy, such vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the proper performance of Executive’s duties hereunder.
3.5Benefits. During the term of Executive’s employment under this Agreement, Executive shall be entitled to participate in any benefit plans (excluding any severance or bonus plans unless specifically referenced in this Agreement) offered by the Company as in effect from time to time (collectively, “Benefit Plans”), on the same basis as that generally made available to other senior executives of the Company, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its discretion.
4.Termination. Executive’s employment hereunder may be terminated as follows:
4.1By the Company. With or without Cause (as defined below), the Company may terminate the employment of Executive at any time during the term of employment upon giving Executive at least 90 days’ prior written notice thereof. The effective date of the termination of Executive’s

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employment shall be the date on which such applicable 90-day period expires; provided, however, that the Company may, upon notice to Executive and without reducing Executive’s Base Salary during such 90-day period, excuse Executive from any or all of his duties during such period and request Executive to immediately resign as a director of the Company, if applicable, and officer of the Company, whereupon, if requested to so resign, Executive shall immediately resign.
4.2By Executive. Executive may terminate his employment at any time upon giving the Company, in the case of termination by Executive (a) other than with Good Reason, at least 60 days’ prior written notice thereof and (b) with Good Reason, at least 31 days’ prior written notice thereof. The effective date of the termination of Executive’s employment shall be the date on which such applicable 60- or 31-day period expires; provided, however, that the Company may, upon notice to Executive and without reducing Executive’s annual base salary during such 60- or 31-day period, excuse Executive from any or all of his duties during such period and request Executive to immediately resign as a Director, if applicable, and officer of the Company, whereupon, if requested to so resign, Executive shall immediately resign; and provided further, that in the case of termination with Good Reason, the Company has not cured the condition constituting Good Reason. Any such resignation at the Company’s request following Executive’s notice of termination other than with Good Reason shall not be deemed to represent termination of Executive’s employment by the Company for purposes of this Agreement or otherwise, but shall be deemed voluntary termination by Executive of his employment without Good Reason.
4.3Total Disability of Executive. This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or Total Disability of Executive. The term “Total Disability” as used herein shall mean a physical or mental incapacity or disability which renders Executive unable to render the services required hereunder (a), with or without reasonable accommodation, for a period or periods aggregating 180 days in any 12-month period or (b) for a period of 90 consecutive days. Executive and Employer hereby acknowledge that Executive’s ability to perform the duties specified in Section 2 hereof is of the essence of this Agreement. Termination hereunder shall be deemed to be effective immediately upon Executive’s death or a determination by the Board of Directors of Executive’s Total Disability.
5.Termination Payments.
5.1Death or Total Disability. Subject to Section 5.7, upon the termination of Executive’s employment due to death or Total Disability, Executive or his legal representatives shall be entitled to receive (a) an amount equal to Base Salary payable through the date of termination and (b) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the same time as such payment would have been made if not for Executive’s death or Total Disability. Executive or his legal representatives shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.
5.2Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by Executive at any time during the Employment Period for Good Reason, Executive

3


shall be entitled to receive (a) any accrued but unpaid Base Salary through the date of termination; (b) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable

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with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.
5.3Termination for Cause, by Executive without Good Reason or by Nonrenewal. Except for Base Salary through the day on which Executive’s employment was terminated and any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies or applicable law, Executive shall not be entitled to receive severance or any other compensation or benefits after the last date of employment with the Company upon the termination of Executive’s employment hereunder by the Company for Cause pursuant to Section 4.1, by Executive without Good Reason pursuant to Section 4.2 or as a result of non-renewal by the Company or Executive pursuant to Section 1.
5.4Cause Defined. For purposes of this Agreement, the following shall constitute “Cause” for termination:
(a)dishonest statements or acts of Executive with respect to the Company or any affiliate of the Company;
(b)the commission by or indictment of Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);
(c)gross negligence, willful misconduct or insubordination of Executive with respect to the Company or any affiliate of the Company; or
(d)material breach by Executive of any of Executive’s obligations to the Company;
provided, that, in the case of clause (d), in the event that the Company provides written notice of termination for Cause in reliance upon this, Executive shall have the opportunity to cure such circumstances within 30 days of receipt of such notice.
5.5Good Reason Defined. For purposes of this Agreement, the term “Good Reason” shall mean, without Executive’s verbal or written consent:
(a)the Company materially breached its obligations under this Agreement;
(b)any material diminution of significant duties of Executive;
(c)a reduction in Executive’s Base Salary of 10% or more, other than pursuant to a reduction applicable to all senior executives or employees generally; or
(d)    the company’s corporate headquarters is moved a distance of at least 50 miles from its current corporate headquarters in Vancouver, Washington.
Notwithstanding the foregoing subsections (a) through (d), Good Reason for termination shall not exist unless (i) Executive notifies Employer in writing of the occurrence or existence of the event or condition which Executive believes constitutes Good Reason within 90 days of the occurrence or initial existence

5


of such event or condition (which notice specifically identifies such event or condition), (ii) the Company fails to cure or remedy such event or condition within 30 days after the date on which it receives such notice (the “Remedial Period”), and (iii) Executive actually terminates employment within 90 days after the expiration of the Remedial Period.
5.6Termination for Good Reason or Without Cause Following a Change in Control.
(a)Payment. Notwithstanding anything to the contrary in the Company’s 2010 Management Incentive Plan, if Executive’s employment is terminated (i) in connection with a Change in Control or (ii) within one year after a Change in Control (A) by Executive for Good Reason, or (B) by the Company without Cause, then Executive’s compensation and benefits upon termination shall be governed by this Section 5.6 and Section 5.7 instead of the provisions of Section 5.2 above. In such event, Executive shall be entitled solely to the following: (1) Base Salary through the date of termination, paid on the Company’s’ normal payroll payment date; (2) an amount equal to the sum of his Base Salary and his target annual bonus for the year of termination, payable in a lump sum on the First Payroll Date; (3) an additional amount equal to Executive’s target annual bonus for such year pro rated for the number of full months during the bonus year prior to such termination of employment, payable in a lump sum on the First Payroll Date; (4) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to COBRA, payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (4) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of the Code; and (5) any accrued and unpaid vacation pay or other benefits which may be owing to Executive in accordance with the Company’s policies.
(b)Equity Compensation. If Executive’s employment is terminated (i) in connection with a Change in Control or (ii) within one year after a Change in Control (A) by Executive for Good Reason, or (B) by the Company without Cause, then: (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately fully exercisable and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting or performance requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate; (3) with respect to any outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, all restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met; (4) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the stock option expiration date as set forth in the applicable stock option agreement; and (5) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon

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Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards.
(c)Change in Control Defined. A “Change in Control” shall mean: (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company’s Common Stock would be converted into the right to receive cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; (iii) the acquisition by any person (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding, for this purpose, the Company) of any shares of Common Stock (or securities convertible into Common Stock), if after making such acquisition, such person is the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 40% or more of the outstanding Common Stock (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire common stock); or (iv) the failure, for any reason, of the persons comprising the Board of Directors as of the date hereof (the “Incumbent Board”) to constitute at least a majority of the Board of Directors; provided, however, that any person whose election or nomination for election was approved by a majority of the persons then comprising the Incumbent Board (other than an election or nomination of a person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors) shall be, for purposes of this Agreement, deemed to be a member of the Incumbent Board.
5.7Condition to Payment. All payments and benefits due to Execut