10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q/A

(Amendment No. 1)

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(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended October 1, 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

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Papa Murphy’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

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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)

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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 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 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 [X]
	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 November 2, 2018, there were 17,027,935 shares of the Registrant’s common stock, $0.01 par value, outstanding.

EXPLANATORY NOTE

Papa Murphy’s Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this “Amendment No. 1”) in order to correct an arithmetical error in the Quarterly Report on Form 10-Q for the quarter ended October 1, 2018 (the “Original Form 10-Q”). The arithmetical error affected the calculation of the Company's basic and diluted earnings per share of common stock calculation for the nine months ended October 1, 2018 as disclosed in (a) the Condensed Consolidated Statements of Operations and Note 15 — Earnings per Share (EPS) to the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part 1 - Financial Information and (b) the Company's financial statements formatted in XBRL in Exhibit 101. The error was also reflected in the Company's earnings release that was issued on November 7, 2018 and furnished to the Securities and Exchange Commission on that date.

This Amendment No. 1 should be read in conjunction with the Original Form 10-Q, which continues to speak as of the date of the Original Form 10-Q. The arithmetic error had no effect on the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows or any disclosures included in the Condensed Consolidated Statements of Operations and Notes to Condensed Consolidated FInancial Statements, other than as noted above, and Management's Discussion and Analysis of Financial Condition and Results of Operations. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-Q or modify or update any related or other disclosures. New certifications are supplied as Exhibits 31.1, 31.2, 32.1 and 32.2.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 1, 2018, and October 2, 2017	4
	Unaudited Condensed Consolidated Balance Sheets as of October 1, 2018, and January 1, 2018	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended October 1, 2018, and October 2, 2017	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
PART II — OTHER INFORMATION
Item 6.	Exhibits	24
SIGNATURES		25

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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						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018		October 2, 2017
(In thousands, except share and per share data)	(unaudited)			(as adjusted)			(unaudited)		(as adjusted)
Revenues
Franchise related	$	15,872		$	16,171		$	46,876	$	52,961
Company-owned stores	12,958			17,520			47,519		57,010
Total revenues	28,830			33,691			94,395		109,971
Costs and Expenses
Store operating costs:
Cost of food and packaging	4,216			5,858			15,657		19,376
Compensation and benefits	4,341			5,478			15,183		17,735
Advertising	1,147			1,604			3,700		5,055
Occupancy and other store operating costs	2,720			3,012			8,925		10,255
Selling, general, and administrative	11,710			12,517			36,146		49,042
Depreciation and amortization	1,662			2,336			5,677		8,359
Loss on disposal or impairment of property and equipment	2,521			6,253			1,808		17,830
Total costs and expenses	28,317			37,058			87,096		127,652
Operating Income (Loss)	513			(3,367		)	7,299		(17,681		)
Interest expense, net	1,254			1,305			3,842		3,818
Other expense, net	57			57			160		149
(Loss) Income Before Income Taxes	(798		)	(4,729		)	3,297		(21,648		)
(Benefit from) provision for income taxes	(159		)	(2,051		)	970		(7,678		)
Net (Loss) Income	$	(639	)	$	(2,678	)	$	2,327	$	(13,970	)
(Loss) earnings per share of common stock
Basic	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)
Diluted	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)
Weighted average common stock outstanding
Basic	16,944,777			16,882,193			16,924,037		16,863,122
Diluted	16,944,777			16,882,193			16,963,084		16,863,122

See accompanying notes.

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Papa Murphy’s Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

	October 1, 2018			January 1, 2018
(In thousands, except par value and share data)	(unaudited)			(as adjusted)
ASSETS
Current Assets
Cash and cash equivalents	$	3,359		$	2,174
Accounts receivable, net	3,088			3,788
Inventories	590			719
Prepaid expenses and other current assets	2,964			2,281
Total current assets	10,001			8,962
Property and equipment, net	4,988			10,064
Operating lease right of use assets	9,608			16,331
Goodwill	101,763			107,751
Trade name and trademarks	87,002			87,002
Definite-life intangibles, net	28,372			31,655
Assets held for sale	3,415			—
Other assets	678			350
Total assets	$	245,827		$	262,115
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	3,889		$	5,389
Accrued expenses and other current liabilities	10,924			12,382
Current portion of lease liabilities	2,115			3,382
Current portion of unearned franchise and development fees	1,747			1,564
Current portion of long-term debt	3,000			8,400
Total current liabilities	21,675			31,117
Long-term debt, net of current portion	81,527			86,994
Lease liabilities, net of current portion	9,580			16,296
Unearned franchise and development fees, net of current portion	8,969			10,037
Deferred tax liability	22,642			21,825
Other long-term liabilities	4,325			1,704
Total liabilities	148,718			167,973
Commitments and contingencies (Note 16)
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; 17,031,707 and 16,971,461 shares issued, respectively)	170			170
Additional paid-in capital	121,254			120,614
Accumulated deficit	(24,315		)	(26,642		)
Total stockholders’ equity	97,109			94,142
Total liabilities and stockholders’ equity	$	245,827		$	262,115

See accompanying notes.

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Papa Murphy’s Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

	Nine Months Ended
	October 1, 2018			October 2, 2017
(In thousands)	(unaudited)			(as adjusted)
Operating Activities
Net income (loss)	$	2,327		$	(13,970	)
Adjustments to reconcile to cash from operating activities
Depreciation and amortization	5,677			8,359
Loss on disposal or impairment of property and equipment	1,808			17,830
Deferred taxes	817			(7,831		)
Stock-based compensation	561			489
Other non-cash items	253			341
Change in operating assets and liabilities
Accounts receivable	714			2,285
Prepaid expenses and other assets	1,025			3,885
Unearned franchise and development fees	(1,011		)	(158		)
Accounts payable	(1,693		)	(2,028		)
Accrued expenses and other liabilities	(5,459		)	(978		)
Net cash from operating activities	5,019			8,224
Investing Activities
Acquisition of property and equipment	(497		)	(2,957		)
Proceeds from sale of property and equipment	7,586			2,206
Payments received on notes receivable	97			42
Net cash from investing activities	7,186			(709		)
Financing Activities
Payments on term loan	(11,100		)	(7,879		)
Advances on revolver	4,500			12,700
Payments on revolver	(4,500		)	(13,500		)
Repurchases of common stock	—			(6		)
Proceeds from exercise of stock options	80			—
Net cash from financing activities	(11,020		)	(8,685		)
Net change in cash and cash equivalents	1,185			(1,170		)
Cash and Cash Equivalents, beginning of period	2,174			2,069
Cash and Cash Equivalents, end of period	$	3,359		$	899
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest	$	3,668		$	3,637
Cash paid (received) during the period for income taxes	$	100		$	(246	)

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 October 1, 2018, the Company had 1,460 stores consisting of 1,420 domestic stores (1,307 franchised stores and 113 Company-owned stores) across 37 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 unauditedcondensed 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 unauditedcondensed 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 unauditedcondensed 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 unauditedcondensed 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 unauditedcondensed 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, or Brand Funds. These funds exist solely for the purpose of promoting the Papa Murphy’s brand in the U.S. While this change materially affects the gross amount of reported revenues and expenses, the effect generally is an offsetting increase to both revenues and expenses with no net effect on reported Operating Income (Loss) and Net (Loss) Income.

Refer to Impacts to Reported Results below for more detailed effects of adoption on the Company’s financial statements and refer to Note 10 — Revenue for more information on our accounting for revenue.

Leases

The Company early 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 has had a material impact on the Company’s interim unauditedcondensed 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 11 — 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 October 2, 2017
	(unaudited)
(in thousands, except earnings per share)	As Reported			New Revenue Standard Adjustment			New Lease Standard Adjustment			As Adjusted
Total revenues(1)	$	26,825		$	6,866		$	—		$	33,691
Store operating costs	16,647			(357		)	(338		)	15,952
Selling, general, and administrative(1)	5,596			6,929			(8		)	12,517
Loss on disposal or impairment of property and equipment	4,327			—			1,926			6,253
(Benefit from) provision for income taxes	(1,575		)	109			(585		)	(2,051		)
Net (loss) income	(1,869		)	185			(994		)	(2,678		)
Diluted (loss) earnings per share	(0.11		)	0.01			(0.06		)	(0.16		)

(1) Recognition of advertising revenue and expense on a gross basis instead of a net basis by the Brand Funds comprised $6.6 million of the revenue adjustment and $6.9 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 $0.3 million.

Statement of Operations	Nine Months Ended October 2, 2017
	(unaudited)
(in thousands, except earnings per share)	As Reported			New Revenue Standard Adjustment			New Lease Standard Adjustment			As Adjusted
Total revenues(1)	$	87,920		$	22,051		$	—		$	109,971
Store operating costs	54,855			(1,165		)	(1,270		)	52,420
Selling, general, and administrative(1)	26,216			22,860			(34		)	49,042
Loss on disposal or impairment of property and equipment	15,377			—			2,453			17,830
(Benefit from) provision for income taxes	(7,384		)	132			(426		)	(7,678		)
Net (loss) income	(13,471		)	224			(723		)	(13,970		)
Diluted (loss) earnings per share	(0.80		)	0.01			(0.04		)	(0.83		)

(1) Recognition of advertising revenue and expense on a gross basis instead of a net basis by the Brand Funds comprised $21.7 million of the revenue adjustment and $22.9 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 $0.4 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

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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 17 — Segment Information for additional information.

Note 2 — Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Prepaid media production costs	$	718	$	376
Prepaid software and support	713		223
Prepaid occupancy related costs	271		159
Prepaid insurance	376		377
Taxes receivable	129		182
POS software licenses for resale	368		364
Assets held for sale	241		432
Advertising cooperative assets, restricted	71		4
Other	77		164
Total prepaid expenses and other current assets	$	2,964	$	2,281

Note 3 — Property and Equipment

Property and equipment are net of accumulated depreciation of $18.2 million and $21.9 million at October 1, 2018, and January 1, 2018, respectively. Depreciation expense amounted to $0.6 million and $1.2 million during the three months ended October 1, 2018, and October 2, 2017, respectively. Depreciation expense amounted to $2.4 million and $4.8 million during the nine months ended October 1, 2018, and October 2, 2017, respectively.

Note 4 — Divestitures

On April 23, 2018, the Company completed the sale and refranchise of two Company-owned stores in Arkansas. On May 21, 2018 and June 25, 2018, respectively, the Company completed the sale and refranchise of ten Company-owned stores in the Denver, Colorado area and ten stores in the Colorado Springs, Colorado area. On October 1, 2018 the Company completed the sale and refranchise of seven stores in the Dallas, Texas area. The aggregate sale price for the 29 stores was $7.7 million, paid in cash and a long-term receivable of $0.4 million. The Company recognized a pre-tax loss from these dispositions of $1.1 million. The Company recorded a contingent liability for marketing expenditures of $1.5 million, of which $0.4 million is recorded as accrued expenses and other current liabilities and $1.1 million is recorded as other long-term liabilities on the Company's Condensed Consolidated Balance Sheets. In connection with the sale, the buyers paid $450,000 in franchise fees. These dispositions did not meet the criteria for accounting as a discontinued operation.

Note 5 — 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	(833		)	—		(833		)
Disposition	(5,155		)	—		(5,155		)
Balance at October 1, 2018	$	20,217		$	81,546	$	101,763

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There is no goodwill associated with the Brand Funds segment. The Company has determined that during the three months ended October 1, 2018, there were no triggering events that would require an updated impairment review. The goodwill disposal is from the sale of Company-owned stores to franchise owners (see Note 4 — Divestitures).

Note 6 — Intangible Assets

Definite-lived intangible assets are net of accumulated amortization of $33.4 million and $30.2 million as of October 1, 2018, and January 1, 2018, respectively. Amortization expense amounted to $1.1 million during each of the three months ended October 1, 2018, and October 2, 2017. Amortization expense amounted to $3.3 million and $3.5 million during the nine months ended October 1, 2018, and October 2, 2017, respectively.

Note 7 — Financing Arrangements

Long-term debt consists of the following:

(in thousands)	October 1, 2018			January 1, 2018
Term loan	$	81,800		$	92,900
Notes payable	3,000			3,000
Total principal amount of long-term debt	84,800			95,900
Unamortized debt issuance costs	(273		)	(506		)
Total long-term debt	84,527			95,394
Less current portion	(3,000		)	(8,400		)
Total long-term debt, net of current portion	$	81,527		$	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 October 1, 2018, the term loan bears interest at a rate of 5.5% per annum based on the LIBOR rate option plus the applicable margin.

The weighted average interest rate for all borrowings under the Senior Credit Facility for the third quarter of 2018 was 5.4%.

On November 6, 2018, PMI Holdings, Inc. entered into a second amendment to its Senior Credit Facility. The amendment, among other things, extends the term of the Senior Credit Facility by twelve months to August 2020 and reduces the revolving credit facility from $20.0 million to $7.5 million (see Note 18 — Subsequent Events). With an amended maturity date of over one year from October 1, 2018, balances outstanding under the amended 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.

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.

On October 25, 2018, Papa Murphy's Company Stores, Inc. entered into a second amendment to the note payable which extends the maturity date of the note to January 2019 (see Note 18 — Subsequent Events).

Note 8 — 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.

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▪ 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 fair value of the Company’s financial instruments:

	October 1, 2018				January 1, 2018
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value		Fair Value Measurement
Financial assets
Notes receivable (1)	$	—	$	—	$	97	$	88	Level 3
Other receivables (1)	391		335		—		—		Level 3

(1) The fair value of notes receivable and other receivables were estimated primarily using a discounted cash flow method based on a discount rate, reflecting the applicable credit spread. The notes receivable were paid in full as of October 1, 2018.

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 carrying value because the borrowings are made with variable market rates and negotiated terms and conditions that are consistent with current market rates.

Note 9 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Accrued compensation and related costs	$	3,447	$	3,902
Accrued legal settlement costs	2,700		3,940
Gift cards payable	1,898		2,676
Accrued interest and non-income taxes payable	384		461
Convention fund balance	765		841
Advertising cooperative liabilities	116		60
Lease liabilities held for sale	758		—
Other	856		502
Total accrued expenses and other current liabilities	$	10,924	$	12,382

Accrued legal settlement costs decreased since January 1, 2018 due to $1.8 million in payments to partially settle the TCPA class action lawsuit and $3.2 million in payments to settle franchise litigation claims that reduced the $3.7 million accrual for legal settlement costs related to the franchise litigation recorded in the current year. Both lawsuits are discussed in more detail in Note 16 — Commitments and Contingencies. Included in Accounts receivable, net is an insurance receivable equal to 75% of the anticipated settlement of the franchise owner lawsuit.

Note 10 — 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.

12

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 include 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.

• 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.

13

Revenues by contract type were as follows:

	Three Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	8,279	$	—	$	3,362	$	11,641
Franchise fees	756		—		—		756
Vendor payments	—		—		1,312		1,312
E-commerce fees	602		—		—		602
Other franchise and brand	29		—		1,532		1,561
Company-owned stores	—		12,958		—		12,958
Total revenues	9,666		12,958		6,206		28,830
Intersegment revenues	695		—		346		1,041
Reconciliation to business segment revenues	$	10,361	$	12,958	$	6,552	$	29,871

	Three Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	8,539	$	—	$	5,050	$	13,589
Franchise fees	563		—		—		563
Vendor payments	—		—		1,038		1,038
E-commerce fees	435		—		—		435
Other franchise and brand	21		—		525		546
Company-owned stores	—		17,520		—		17,520
Total revenues	9,558		17,520		6,613		33,691
Intersegment revenues	52		—		387		439
Reconciliation to business segment revenues	$	9,610	$	17,520	$	7,000	$	34,130

	Nine Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	26,462	$	—	$	10,740	$	37,202
Franchise fees	2,216		—		—		2,216
Vendor payments	—		—		3,265		3,265
E-commerce fees	1,664		—		—		1,664
Other franchise and brand	64		—		2,465		2,529
Company-owned stores	—		47,519		—		47,519
Total revenues	30,406		47,519		16,470		94,395
Intersegment revenues	2,480		—		1,203		3,683
Reconciliation to business segment revenues	$	32,886	$	47,519	$	17,673	$	98,078

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	Nine Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	27,674	$	—	$	16,319	$	43,993
Franchise fees	2,101		—		—		2,101
Vendor payments	—		—		3,493		3,493
E-commerce fees	1,421		—		—		1,421
Other franchise and brand	67		—		1,886		1,953
Company-owned stores	—		57,010		—		57,010
Total revenues	31,263		57,010		21,698		109,971
Intersegment revenues	169		—		1,233		1,402
Reconciliation to business segment revenues	$	31,432	$	57,010	$	22,931	$	111,373

Revenues by geographic location were as follows:

	Three Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	9,589	$	12,958	$	6,206	$	28,753
International	77		—		—		77
Total revenues	$	9,666	$	12,958	$	6,206	$	28,830

	Three Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	9,463	$	17,520	$	6,613	$	33,596
International	95		—		—		95
Total revenues	$	9,558	$	17,520	$	6,613	$	33,691

	Nine Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	30,168	$	47,519	$	16,470	$	94,157
International	238		—		—		238
Total revenues	$	30,406	$	47,519	$	16,470	$	94,395

	Nine Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	30,962	$	57,010	$	21,698	$	109,670
International	301		—		—		301
Total revenues	$	31,263	$	57,010	$	21,698	$	109,971

15

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	(2,129		)
Cash received, net of amounts recognized as revenue during the period	1,449
Contract refunds	(305		)
Balance at October 1, 2018	$	10,166

The Company had a refund liability of $0.5 million as of each of October 1, 2018 and January 1, 2018. Receivables from contracts with customers included in Accounts receivable, net were $2.6 million as of October 1, 2018 and $3.8 million as of January 1, 2018, respectively.

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 October 1, 2018 (in thousands):

Fiscal year	2018	$	410
	2019	1,598
	2020	1,458
	2021	1,299
	2022	1,135
	Thereafter	4,266
	Total	$	10,166

Note 11 — 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 0.5 to 10.2 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.

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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						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Operating lease cost	$	818		$	1,150		$	2,903		$	3,609
Short-term lease cost	11			5			36			16
Variable lease cost	2			5			8			26
Sublease income	(16		)	(17		)	(42		)	(53		)
Total lease cost	$	815		$	1,143		$	2,905		$	3,598

Supplemental cash flow information related to leases for the periods reported is as follows:

	Nine Months Ended
(in thousands)	October 1, 2018			October 2, 2017
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,303		$	3,655
Right-of-use assets obtained in exchange for new operating lease liabilities	505			213
Weighted-average remaining lease term of operating leases	4.8 years			6.1 years
Weighted-average discount rate of operating leases	4.5		%	4.8		%

Future minimum lease payments under non-cancelable leases as of October 1, 2018 are as follows (in thousands):

Fiscal year	2018	$	765
	2019	4,500
	2020	3,736
	2021	2,626
	2022	1,865
	Thereafter	3,382
	Total future minimum lease payments	16,874
	Less imputed interest	(2,839		)
	Less lease liabilities held for sale(1)	(2,340		)
	Total Lease Liabilities	$	11,695

(1) Lease liabilities held for sale includes $0.8 million reported in Accrued expenses and other current assets (see Note 9 — Accrued Expenses and Other Current Liabilities) and $1.5 million reported in Other long-term liabilities in the Company's Condensed Consolidated Balance Sheets.

As of October 1, 2018, the Company had no operating leases that had not yet commenced.

Lease guarantees

The Company is the guarantor for operating leases of 37 franchised stores that have terms expiring on various dates from October 2018 to April 2025. 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. For the nine months ended October 1, 2018, the Company was required to perform under one of these guarantees when a franchisee declared bankruptcy and defaulted on its obligations. As a result, the Company recorded a loss contingency of $170,000 for the nine months ended October 1, 2018. As of October 1, 2018, the Company does not believe it probable that it would be required to perform under any of the remaining guarantees.

17

Note 12 — Income Taxes

Information on the Company’s income taxes for the periods reported is as follows:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
(Benefit from) provision for income taxes	$	(159	)	$	(2,051	)	$	970		$	(7,678	)
(Loss) income before income taxes	(798		)	(4,729		)	3,297			(21,648		)
Effective income tax rate	19.9		%	43.4		%	29.4		%	35.5		%

The effective income tax rate for the three months ended October 1, 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 (loss) income before income taxes. The effective tax rate for the three months ended October 2, 2017, includes the effect of certain Federal General Business Credits confirmed during the quarter.

The effective income tax rate for the nine months ended October 1, 2018 includes the effect of certain permanent differences between tax reporting purposes and financial reporting purposes. The effective tax rate for the nine months ended October 2, 2017, includes the effect of a discrete adjustment for the share-based compensation expense recorded for vesting restricted common shares.

Note 13 — 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.

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
Granted	41,000		—		5.33
Vested	(28,898	)	—		4.60
Repurchased	—		(754	)	0.19
Unvested, October 1, 2018	47,000		39,600		$	3.97

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
Granted	210,700		—		5.12
Exercised	(20,000	)	—		3.99
Forfeited	(79,104	)	(578	)	9.26
Outstanding, October 1, 2018	1,060,711		157,549		$	7.12	8.0 years	$	428
Exercisable, October 1, 2018	372,169		—		$	9.55	6.6 years	$	103

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Compensation cost

Stock-based compensation expense recognized in connection with the Incentive Plans for the three months ended October 1, 2018 and October 2, 2017 amounted to $0.2 million and $0.1 million, respectively. Stock-based compensation expense recognized in connection with the Incentive Plans for the nine month periods ended October 1, 2018 and October 2, 2017 amounted to $0.6 million and $0.5 million, respectively.

As of October 1, 2018, total unrecognized stock-based compensation expense was $1.5 million, with $1.2 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 2.2 years as of October 1, 2018.

Note 14 — 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						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Opening BMF deficit	$	(5,877	)	$	(6,604	)	$	(5,461	)	$	(1,071	)
Net activity during the period	461			1,718			45			(3,815		)
Ending BMF deficit	$	(5,416	)	$	(4,886	)	$	(5,416	)	$	(4,886	)

As of October 1, 2018, previously recognized expenses of $5.4 million may be recovered in future periods if subsequent BMF contributions exceed expenditures.

Note 15 — 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.

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The following table sets forth the computations of basic and diluted EPS:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018		October 2, 2017
(in thousands, except per share data)	(unaudited)			(as adjusted)			(unaudited)		(as adjusted)
Earnings:
Net (loss) income	$	(639	)	$	(2,678	)	$	2,327	$	(13,970	)
Shares:
Weighted average common shares outstanding	16,945			16,882			16,924		16,863
Dilutive effect of restricted equity awards (1)	—			—			39		—
Diluted weighted average number of shares outstanding	16,945			16,882			16,963		16,863
(Loss) earnings per share:
Basic (loss) earnings per share	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)
Diluted (loss) earnings per share	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)

(1) The Company’s securities that provide a right to receive common stock in the future such as stock options and restricted stock were not included in the computation of diluted EPS for the three months ended October 1, 2018 and the three and nine months ended October 2, 2017, as the effect of including these shares in the calculation would have been anti-dilutive.

For the three months ended October 1, 2018, and October 2, 2017, an aggregated total of 0.6 million shares and 0.8 million shares, respectively, have been excluded from the diluted EPS calculation because their effect would have been anti-dilutive. For the nine months ended October 1, 2018, and October 2, 2017, an aggregated total of 0.6 million shares and 1.0 million shares, respectively, have been excluded from the diluted EPS calculation because their effect would have been anti-dilutive.

Note 16 — 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 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.

20

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.

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.

In June 2018, the Company reached resolution with an additional franchise owner group.

On June 29, 2018, the Court granted the Company’s motion to strike the remaining franchise owner groups’ jury demand. The Court denied the Company’s motion for separate trials, because at the time of the hearing there were only two franchise owner groups remaining in the case, based on tentative settlements with two other groups.

In July 2018, the Company entered into final settlements with two of the aforementioned franchise owner groups.

In September 2018, the Company entered into a final settlement with an additional franchise owner group.

There is one group remaining in the case, with a trial scheduled to start in the spring of 2019 in the Superior Court in Clark County, Washington.

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 Court gave preliminary approval to the settlement on May 16, 2018, in its Preliminary Approval Order Approving Settlement, Certifying Settlement Class, Approving Notice Plan, and Setting Fairness Hearing. The Court gave final approval to the settlement on September 28, 2018, in its Amended Final Order Approving Class Action Settlement, which resulted in the settlement and release of all claims, subject to appeal.

21

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 these routine matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Note 17 — 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 (loss) income 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 (loss) income before income taxes:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Revenues
Franchise segment	$	10,361		$	9,610		$	32,886		$	31,432
Brand Funds segment	6,552			7,000			17,673			22,931
Intersegment eliminations	(1,041		)	(439		)	(3,683		)	(1,402		)
Franchise related	15,872			16,171			46,876			52,961
Company Stores segment	12,958			17,520			47,519			57,010
Total	$	28,830		$	33,691		$	94,395		$	109,971

22

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Segment Adjusted EBITDA
Franchise	$	5,617		$	4,778		$	18,664		$	19,208
Company Stores	(462		)	312			529			1,637
Brand Funds	461			1,718			297			(3,814		)
Total reportable segments adjusted EBITDA	5,616			6,808			19,490			17,031
Corporate and unallocated	(950		)	(1,262		)	(3,108		)	(5,801		)
Depreciation and amortization	(1,662		)	(2,336		)	(5,677		)	(8,359		)
Interest expense, net	(1,254		)	(1,305		)	(3,842		)	(3,818		)
CEO transition and restructuring costs(1)	(27		)	(190		)	(390		)	(2,519		)
E-commerce impairment and transition costs(2)	—			—			(350		)	(9,124		)
Store divestitures, closures, and impairments(3)	(2,521		)	(5,981		)	(1,797		)	(8,595		)
Litigation settlement and reserves(4)	—			(463		)	(1,029		)	(463		)
(Loss) Income Before Income Taxes	$	(798	)	$	(4,729	)	$	3,297		$	(21,648	)

(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) Represents impairment charges on the write-down of our e-commerce platform based on the decision to move to a third-party developed and hosted solution and non-recurring costs incurred to complete the transition.

(3) For 2018, represents primarily net losses on the refranchising of Company-owned stores primarily from the recording of contingent liabilities for committed marketing support expenditures in addition to impairments for Company-owned stores held for sale. For 2017, represents primarily non-cash charges associated with the impairment and disposal of store assets upon the decision to close stores.

(4) Accruals made for litigation settlements.

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Total Assets
Franchise	$	119,366	$	121,179
Company Stores	38,838		53,226
Brand Funds	492		509
Other(1)	87,131		87,201
Total	$	245,827	$	262,115

(1) Other assets which are not allocated to the individual segments primarily include trade names and trademarks and taxes receivable.

Note 18 — Subsequent Events

Senior secured credit facility

On November 6, 2018, PMI Holdings, Inc. entered into a second amendment to its Senior Credit Facility. The amendment, among other things, extends the term of the Senior Credit Facility by twelve months to August 2020 and reduces the revolving credit facility from $20.0 million to $7.5 million. In addition, the amendment increases the maximum leverage ratio, requires continuation of quarterly $2.1 million installment payments through the new maturity date, and increases the applicable interest rate margins.

Notes payable

On October 25, 2018, Papa Murphy's Company Stores, Inc. signed a second amendment to its note payable which extends the maturity date of the note to January 2019.

PART II — OTHER INFORMATION

23

Item 6. Exhibits.

Exhibit Number	Description of Exhibits	Form	File Number	Exhibit	Filing Date
31.1*	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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

24

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: November 13, 2018

25

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Weldon Spangler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Papa Murphy's Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2018

/s/ Weldon Spangler

Weldon Spangler

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nik Rupp, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Papa Murphy's Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2018

/s/ Nik Rupp

Nik Rupp

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Papa Murphy's Holdings, Inc. (the “Company”) on Form 10-Q for the period ended October 1, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Weldon Spangler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2018

/s/ Weldon Spangler

Weldon Spangler

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Papa Murphy's Holdings, Inc. (the “Company”) on Form 10-Q for the period ended October 1, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nik Rupp, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2018

/s/ Nik Rupp

Nik Rupp

Chief Financial Officer

XML

Document and Entity Information Document - shares	9 Months Ended
	Oct. 01, 2018	Nov. 02, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Papa Murphy's Holdings, Inc.
Entity Central Index Key	0001592379
Entity Filer Category	Accelerated Filer
Document Type	10-Q/A
Document Period End Date	Oct. 01, 2018
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2018
Amendment Flag	true
Amendment Description	Papa Murphy’s Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this “Amendment No. 1”) in order to correct an arithmetical error in the Quarterly Report on Form 10-Q for the quarter ended October 1, 2018 (the “Original Form 10-Q”). The arithmetical error affected the calculation of the Company's basic and diluted earnings per share of common stock calculation for the nine months ended October 1, 2018 as disclosed in (a) the Condensed Consolidated Statements of Operations and Note 15 — Earnings per Share (EPS) to the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part 1 - Financial Information and (b) the Company's financial statements formatted in XBRL in Exhibit 101. The error was also reflected in the Company's earnings release that was issued on November 7, 2018 and furnished to the Securities and Exchange Commission on that date. This Amendment No. 1 should be read in conjunction with the Original Form 10-Q, which continues to speak as of the date of the Original Form 10-Q. The arithmetic error had no effect on the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows or any disclosures included in the Condensed Consolidated Statements of Operations and Notes to Condensed Consolidated FInancial Statements, other than as noted above, and Management's Discussion and Analysis of Financial Condition and Results of Operations. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-Q or modify or update any related or other disclosures. New certifications are supplied as Exhibits 31.1, 31.2, 32.1 and 32.2.
Entity Common Stock, Shares Outstanding		17,027,935

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Revenues
Franchise related	$ 15,872	$ 16,171	$ 46,876	$ 52,961
Company-owned stores	12,958	17,520	47,519	57,010
Total revenues	28,830	33,691	94,395	109,971
Store operating costs:
Cost of food and packaging	4,216	5,858	15,657	19,376
Compensation and benefits	4,341	5,478	15,183	17,735
Advertising	1,147	1,604	3,700	5,055
Occupancy and other store operating costs	2,720	3,012	8,925	10,255
Selling, general, and administrative	11,710	12,517	36,146	49,042
Depreciation and amortization	1,662	2,336	5,677	8,359
Loss on disposal or impairment of property and equipment	(2,521)	(6,253)	(1,808)	(17,830)
Total costs and expenses	28,317	37,058	87,096	127,652
Operating Income (Loss)	513	(3,367)	7,299	(17,681)
Interest expense, net	1,254	1,305	3,842	3,818
Other expense, net	57	57	160	149
(Loss) Income Before Income Taxes	(798)	(4,729)	3,297	(21,648)
(Benefit from) provision for income taxes	(159)	(2,051)	970	(7,678)
Net (Loss) Income	$ (639)	$ (2,678)	$ 2,327	$ (13,970)
(Loss) earnings per share of common stock
Basic (loss) earnings per share (usd per share)	$ (0.04)	$ (0.16)	$ 0.14	$ (0.83)
Diluted (loss) earnings per share (usd per share)	$ (0.04)	$ (0.16)	$ 0.14	$ (0.83)
Weighted average common stock outstanding
Basic (in shares)	16,944,777	16,882,193	16,924,037	16,863,122
Diluted (in shares)	16,944,777	16,882,193	16,963,084	16,863,122

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 01, 2018	Jan. 01, 2018
Current Assets
Cash and cash equivalents	$ 3,359	$ 2,174
Accounts receivable, net	3,088	3,788
Inventories	590	719
Prepaid expenses and other current assets	2,964	2,281
Total current assets	10,001	8,962
Property and equipment, net	4,988	10,064
Operating lease right of use assets	9,608	16,331
Goodwill	101,763	107,751
Trade name and trademarks	87,002	87,002
Definite-life intangibles, net	28,372	31,655
Assets held for sale	3,415	0
Other assets	678	350
Total assets	245,827	262,115
Current Liabilities
Accounts payable	3,889	5,389
Accrued expenses and other current liabilities	10,924	12,382
Current portion of lease liabilities	2,115	3,382
Current portion of unearned franchise and development fees	1,747	1,564
Current portion of long-term debt	3,000	8,400
Total current liabilities	21,675	31,117
Long-term debt, net of current portion	81,527	86,994
Lease liabilities, net of current portion	9,580	16,296
Unearned franchise and development fees, net of current portion	8,969	10,037
Deferred tax liability	22,642	21,825
Other long-term liabilities	4,325	1,704
Total liabilities	148,718	167,973
Commitments and contingencies (Note 16)
Stockholders’ Equity
Preferred stock, value issued	0	0
Common stock, value issued	170	170
Additional paid-in capital	121,254	120,614
Accumulated deficit	(24,315)	(26,642)
Total stockholders’ equity	97,109	94,142
Total liabilities and stockholders’ equity	$ 245,827	$ 262,115

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 01, 2018	Jan. 01, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	0	0
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	17,031,707	16,971,461

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017
Operating Activities
Net income (loss)	$ 2,327	$ (13,970)
Adjustments to reconcile to cash from operating activities
Depreciation and amortization	5,677	8,359
Loss on disposal or impairment of property and equipment	(1,808)	(17,830)
Deferred taxes	817	(7,831)
Stock-based compensation	561	489
Other non-cash items	253	341
Change in operating assets and liabilities
Accounts receivable	714	2,285
Prepaid expenses and other assets	1,025	3,885
Unearned franchise and development fees	(1,011)	(158)
Accounts payable	(1,693)	(2,028)
Accrued expenses and other liabilities	(5,459)	(978)
Net cash from operating activities	5,019	8,224
Investing Activities
Acquisition of property and equipment	(497)	(2,957)
Proceeds from sale of property and equipment	7,586	2,206
Payments received on notes receivable	97	42
Net cash from investing activities	7,186	(709)
Financing Activities
Payments on term loan	11,100	7,879
Advances on revolver	4,500	12,700
Payments on revolver	(4,500)	(13,500)
Repurchases of common stock	0	(6)
Proceeds from exercise of stock options	80	0
Net cash from financing activities	(11,020)	(8,685)
Net change in cash and cash equivalents	1,185	(1,170)
Cash and Cash Equivalents, beginning of period	2,174	2,069
Cash and Cash Equivalents, end of period	3,359	899
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest	3,668	3,637
Cash paid (received) during the period for income taxes	$ 100	$ (246)

XML

Description of Business and Basis of Presentation

9 Months Ended

Oct. 01, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

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 October 1, 2018, the Company had 1,460 stores consisting of 1,420 domestic stores (1,307 franchised stores and 113 Company-owned stores) across 37 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 unauditedcondensed 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 unauditedcondensed 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 unauditedcondensed 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 unauditedcondensed 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 unauditedcondensed 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 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, or Brand Funds. These funds exist solely for the purpose of promoting the Papa Murphy’s brand in the U.S. While this change materially affects the gross amount of reported revenues and expenses, the effect generally is an offsetting increase to both revenues and expenses with no net effect on reported Operating Income (Loss) and Net (Loss) Income.

Refer to Impacts to Reported Results below for more detailed effects of adoption on the Company’s financial statements and refer to Note 10 — Revenue for more information on our accounting for revenue.

Leases

The Company early 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 has had a material impact on the Company’s interim unauditedcondensed 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 11 — 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.

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 October 2, 2017
	(unaudited)
(in thousands, except earnings per share)	As Reported			New Revenue Standard Adjustment			New Lease Standard Adjustment			As Adjusted
Total revenues(1)	$	26,825		$	6,866		$	—		$	33,691
Store operating costs	16,647			(357		)	(338		)	15,952
Selling, general, and administrative(1)	5,596			6,929			(8		)	12,517
Loss on disposal or impairment of property and equipment	4,327			—			1,926			6,253
(Benefit from) provision for income taxes	(1,575		)	109			(585		)	(2,051		)
Net (loss) income	(1,869		)	185			(994		)	(2,678		)
Diluted (loss) earnings per share	(0.11		)	0.01			(0.06		)	(0.16		)

(1) Recognition of advertising revenue and expense on a gross basis instead of a net basis by the Brand Funds comprised $6.6 million of the revenue adjustment and $6.9 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 $0.3 million.

Statement of Operations	Nine Months Ended October 2, 2017
	(unaudited)
(in thousands, except earnings per share)	As Reported			New Revenue Standard Adjustment			New Lease Standard Adjustment			As Adjusted
Total revenues(1)	$	87,920		$	22,051		$	—		$	109,971
Store operating costs	54,855			(1,165		)	(1,270		)	52,420
Selling, general, and administrative(1)	26,216			22,860			(34		)	49,042
Loss on disposal or impairment of property and equipment	15,377			—			2,453			17,830
(Benefit from) provision for income taxes	(7,384		)	132			(426		)	(7,678		)
Net (loss) income	(13,471		)	224			(723		)	(13,970		)
Diluted (loss) earnings per share	(0.80		)	0.01			(0.04		)	(0.83		)

(1) Recognition of advertising revenue and expense on a gross basis instead of a net basis by the Brand Funds comprised $21.7 million of the revenue adjustment and $22.9 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 $0.4 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 17 — Segment Information for additional information.

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Prepaid Expenses and Other Current Assets

9 Months Ended

Oct. 01, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Prepaid media production costs	$	718	$	376
Prepaid software and support	713		223
Prepaid occupancy related costs	271		159
Prepaid insurance	376		377
Taxes receivable	129		182
POS software licenses for resale	368		364
Assets held for sale	241		432
Advertising cooperative assets, restricted	71		4
Other	77		164
Total prepaid expenses and other current assets	$	2,964	$	2,281

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Property and Equipment

9 Months Ended

Oct. 01, 2018

Property, Plant and Equipment [Abstract]

Property and equipment

Property and equipment are net of accumulated depreciation of $18.2 million and $21.9 million at October 1, 2018, and January 1, 2018, respectively. Depreciation expense amounted to $0.6 million and $1.2 million during the three months ended October 1, 2018, and October 2, 2017, respectively. Depreciation expense amounted to $2.4 million and $4.8 million during the nine months ended October 1, 2018, and October 2, 2017, respectively.

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Divestitures (Notes)

9 Months Ended

Oct. 01, 2018

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

On April 23, 2018, the Company completed the sale and refranchise of two Company-owned stores in Arkansas. On May 21, 2018 and June 25, 2018, respectively, the Company completed the sale and refranchise of ten Company-owned stores in the Denver, Colorado area and ten stores in the Colorado Springs, Colorado area. On October 1, 2018 the Company completed the sale and refranchise of seven stores in the Dallas, Texas area. The aggregate sale price for the 29 stores was $7.7 million, paid in cash and a long-term receivable of $0.4 million. The Company recognized a pre-tax loss from these dispositions of $1.1 million. The Company recorded a contingent liability for marketing expenditures of $1.5 million, of which $0.4 million is recorded as accrued expenses and other current liabilities and $1.1 million is recorded as other long-term liabilities on the Company's Condensed Consolidated Balance Sheets. In connection with the sale, the buyers paid $450,000 in franchise fees. These dispositions did not meet the criteria for accounting as a discontinued operation.

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Goodwill (Notes)

9 Months Ended

Oct. 01, 2018

Goodwill [Abstract]

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	(833		)	—		(833		)
Disposition	(5,155		)	—		(5,155		)
Balance at October 1, 2018	$	20,217		$	81,546	$	101,763

There is no goodwill associated with the Brand Funds segment. The Company has determined that during the three months ended October 1, 2018, there were no triggering events that would require an updated impairment review. The goodwill disposal is from the sale of Company-owned stores to franchise owners (see Note 4 — Divestitures).

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Intangible Assets

9 Months Ended

Oct. 01, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets

Definite-lived intangible assets are net of accumulated amortization of $33.4 million and $30.2 million as of October 1, 2018, and January 1, 2018, respectively. Amortization expense amounted to $1.1 million during each of the three months ended October 1, 2018, and October 2, 2017. Amortization expense amounted to $3.3 million and $3.5 million during the nine months ended October 1, 2018, and October 2, 2017, respectively.

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Financing Arrangements

9 Months Ended

Oct. 01, 2018

Debt Disclosure [Abstract]

Financing arrangements

Long-term debt consists of the following:

(in thousands)	October 1, 2018			January 1, 2018
Term loan	$	81,800		$	92,900
Notes payable	3,000			3,000
Total principal amount of long-term debt	84,800			95,900
Unamortized debt issuance costs	(273		)	(506		)
Total long-term debt	84,527			95,394
Less current portion	(3,000		)	(8,400		)
Total long-term debt, net of current portion	$	81,527		$	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 October 1, 2018, the term loan bears interest at a rate of 5.5% per annum based on the LIBOR rate option plus the applicable margin.

The weighted average interest rate for all borrowings under the Senior Credit Facility for the third quarter of 2018 was 5.4%.

On November 6, 2018, PMI Holdings, Inc. entered into a second amendment to its Senior Credit Facility. The amendment, among other things, extends the term of the Senior Credit Facility by twelve months to August 2020 and reduces the revolving credit facility from $20.0 million to $7.5 million (see Note 18 — Subsequent Events). With an amended maturity date of over one year from October 1, 2018, balances outstanding under the amended 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.

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.

On October 25, 2018, Papa Murphy's Company Stores, Inc. entered into a second amendment to the note payable which extends the maturity date of the note to January 2019 (see Note 18 — Subsequent Events).

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Fair Value Measurement

9 Months Ended

Oct. 01, 2018

Fair Value Disclosures [Abstract]

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 fair value of the Company’s financial instruments:

	October 1, 2018				January 1, 2018
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value		Fair Value Measurement
Financial assets
Notes receivable (1)	$	—	$	—	$	97	$	88	Level 3
Other receivables (1)	391		335		—		—		Level 3

(1) The fair value of notes receivable and other receivables were estimated primarily using a discounted cash flow method based on a discount rate, reflecting the applicable credit spread. The notes receivable were paid in full as of October 1, 2018.

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 carrying value because the borrowings are made with variable market rates and negotiated terms and conditions that are consistent with current market rates.

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Accrued and Other Liabilities

9 Months Ended

Oct. 01, 2018

Payables and Accruals [Abstract]

Accrued and other liabilities

Accrued expenses and other current liabilities consist of the following:

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Accrued compensation and related costs	$	3,447	$	3,902
Accrued legal settlement costs	2,700		3,940
Gift cards payable	1,898		2,676
Accrued interest and non-income taxes payable	384		461
Convention fund balance	765		841
Advertising cooperative liabilities	116		60
Lease liabilities held for sale	758		—
Other	856		502
Total accrued expenses and other current liabilities	$	10,924	$	12,382

Accrued legal settlement costs decreased since January 1, 2018 due to $1.8 million in payments to partially settle the TCPA class action lawsuit and $3.2 million in payments to settle franchise litigation claims that reduced the $3.7 million accrual for legal settlement costs related to the franchise litigation recorded in the current year. Both lawsuits are discussed in more detail in Note 16 — Commitments and Contingencies. Included in Accounts receivable, net is an insurance receivable equal to 75% of the anticipated settlement of the franchise owner lawsuit.

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Revenue (Notes)

9 Months Ended

Oct. 01, 2018

Revenue from Contract with Customer [Abstract]

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 include 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.

• 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 October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	8,279	$	—	$	3,362	$	11,641
Franchise fees	756		—		—		756
Vendor payments	—		—		1,312		1,312
E-commerce fees	602		—		—		602
Other franchise and brand	29		—		1,532		1,561
Company-owned stores	—		12,958		—		12,958
Total revenues	9,666		12,958		6,206		28,830
Intersegment revenues	695		—		346		1,041
Reconciliation to business segment revenues	$	10,361	$	12,958	$	6,552	$	29,871

	Three Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	8,539	$	—	$	5,050	$	13,589
Franchise fees	563		—		—		563
Vendor payments	—		—		1,038		1,038
E-commerce fees	435		—		—		435
Other franchise and brand	21		—		525		546
Company-owned stores	—		17,520		—		17,520
Total revenues	9,558		17,520		6,613		33,691
Intersegment revenues	52		—		387		439
Reconciliation to business segment revenues	$	9,610	$	17,520	$	7,000	$	34,130

	Nine Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	26,462	$	—	$	10,740	$	37,202
Franchise fees	2,216		—		—		2,216
Vendor payments	—		—		3,265		3,265
E-commerce fees	1,664		—		—		1,664
Other franchise and brand	64		—		2,465		2,529
Company-owned stores	—		47,519		—		47,519
Total revenues	30,406		47,519		16,470		94,395
Intersegment revenues	2,480		—		1,203		3,683
Reconciliation to business segment revenues	$	32,886	$	47,519	$	17,673	$	98,078

	Nine Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	27,674	$	—	$	16,319	$	43,993
Franchise fees	2,101		—		—		2,101
Vendor payments	—		—		3,493		3,493
E-commerce fees	1,421		—		—		1,421
Other franchise and brand	67		—		1,886		1,953
Company-owned stores	—		57,010		—		57,010
Total revenues	31,263		57,010		21,698		109,971
Intersegment revenues	169		—		1,233		1,402
Reconciliation to business segment revenues	$	31,432	$	57,010	$	22,931	$	111,373

Revenues by geographic location were as follows:

	Three Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	9,589	$	12,958	$	6,206	$	28,753
International	77		—		—		77
Total revenues	$	9,666	$	12,958	$	6,206	$	28,830

	Three Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	9,463	$	17,520	$	6,613	$	33,596
International	95		—		—		95
Total revenues	$	9,558	$	17,520	$	6,613	$	33,691

	Nine Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	30,168	$	47,519	$	16,470	$	94,157
International	238		—		—		238
Total revenues	$	30,406	$	47,519	$	16,470	$	94,395

	Nine Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	30,962	$	57,010	$	21,698	$	109,670
International	301		—		—		301
Total revenues	$	31,263	$	57,010	$	21,698	$	109,971

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	(2,129		)
Cash received, net of amounts recognized as revenue during the period	1,449
Contract refunds	(305		)
Balance at October 1, 2018	$	10,166

The Company had a refund liability of $0.5 million as of each of October 1, 2018 and January 1, 2018. Receivables from contracts with customers included in Accounts receivable, net were $2.6 million as of October 1, 2018 and $3.8 million as of January 1, 2018, respectively.

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 October 1, 2018 (in thousands):

Fiscal year	2018	$	410
	2019	1,598
	2020	1,458
	2021	1,299
	2022	1,135
	Thereafter	4,266
	Total	$	10,166

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Leases (Notes)

9 Months Ended

Oct. 01, 2018

Leases [Abstract]

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 0.5 to 10.2 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						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Operating lease cost	$	818		$	1,150		$	2,903		$	3,609
Short-term lease cost	11			5			36			16
Variable lease cost	2			5			8			26
Sublease income	(16		)	(17		)	(42		)	(53		)
Total lease cost	$	815		$	1,143		$	2,905		$	3,598

Supplemental cash flow information related to leases for the periods reported is as follows:

	Nine Months Ended
(in thousands)	October 1, 2018			October 2, 2017
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,303		$	3,655
Right-of-use assets obtained in exchange for new operating lease liabilities	505			213
Weighted-average remaining lease term of operating leases	4.8 years			6.1 years
Weighted-average discount rate of operating leases	4.5		%	4.8		%

Future minimum lease payments under non-cancelable leases as of October 1, 2018 are as follows (in thousands):

Fiscal year	2018	$	765
	2019	4,500
	2020	3,736
	2021	2,626
	2022	1,865
	Thereafter	3,382
	Total future minimum lease payments	16,874
	Less imputed interest	(2,839		)
	Less lease liabilities held for sale(1)	(2,340		)
	Total Lease Liabilities	$	11,695

(1) Lease liabilities held for sale includes $0.8 million reported in Accrued expenses and other current assets (see Note 9 — Accrued Expenses and Other Current Liabilities) and $1.5 million reported in Other long-term liabilities in the Company's Condensed Consolidated Balance Sheets.

As of October 1, 2018, the Company had no operating leases that had not yet commenced.

Lease guarantees

The Company is the guarantor for operating leases of 37 franchised stores that have terms expiring on various dates from October 2018 to April 2025. 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. For the nine months ended October 1, 2018, the Company was required to perform under one of these guarantees when a franchisee declared bankruptcy and defaulted on its obligations. As a result, the Company recorded a loss contingency of $170,000 for the nine months ended October 1, 2018. As of October 1, 2018, the Company does not believe it probable that it would be required to perform under any of the remaining guarantees.

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Income Taxes

9 Months Ended

Oct. 01, 2018

Income Tax Disclosure [Abstract]

Income taxes

Information on the Company’s income taxes for the periods reported is as follows:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
(Benefit from) provision for income taxes	$	(159	)	$	(2,051	)	$	970		$	(7,678	)
(Loss) income before income taxes	(798		)	(4,729		)	3,297			(21,648		)
Effective income tax rate	19.9		%	43.4		%	29.4		%	35.5		%

The effective income tax rate for the three months ended October 1, 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 (loss) income before income taxes. The effective tax rate for the three months ended October 2, 2017, includes the effect of certain Federal General Business Credits confirmed during the quarter.

The effective income tax rate for the nine months ended October 1, 2018 includes the effect of certain permanent differences between tax reporting purposes and financial reporting purposes. The effective tax rate for the nine months ended October 2, 2017, includes the effect of a discrete adjustment for the share-based compensation expense recorded for vesting restricted common shares.

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Share-based Compensation

9 Months Ended

Oct. 01, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

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.

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
Granted	41,000		—		5.33
Vested	(28,898	)	—		4.60
Repurchased	—		(754	)	0.19
Unvested, October 1, 2018	47,000		39,600		$	3.97

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
Granted	210,700		—		5.12
Exercised	(20,000	)	—		3.99
Forfeited	(79,104	)	(578	)	9.26
Outstanding, October 1, 2018	1,060,711		157,549		$	7.12	8.0 years	$	428
Exercisable, October 1, 2018	372,169		—		$	9.55	6.6 years	$	103

Compensation cost

Stock-based compensation expense recognized in connection with the Incentive Plans for the three months ended October 1, 2018 and October 2, 2017 amounted to $0.2 million and $0.1 million, respectively. Stock-based compensation expense recognized in connection with the Incentive Plans for the nine month periods ended October 1, 2018 and October 2, 2017 amounted to $0.6 million and $0.5 million, respectively.

As of October 1, 2018, total unrecognized stock-based compensation expense was $1.5 million, with $1.2 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 2.2 years as of October 1, 2018.

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Brand Marketing Fund (Notes)

9 Months Ended

Oct. 01, 2018

Other Income and Expenses [Abstract]

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						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Opening BMF deficit	$	(5,877	)	$	(6,604	)	$	(5,461	)	$	(1,071	)
Net activity during the period	461			1,718			45			(3,815		)
Ending BMF deficit	$	(5,416	)	$	(4,886	)	$	(5,416	)	$	(4,886	)

As of October 1, 2018, previously recognized expenses of $5.4 million may be recovered in future periods if subsequent BMF contributions exceed expenditures.

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Earnings per Share (EPS)

9 Months Ended

Oct. 01, 2018

Earnings Per Share [Abstract]

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						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018		October 2, 2017
(in thousands, except per share data)	(unaudited)			(as adjusted)			(unaudited)		(as adjusted)
Earnings:
Net (loss) income	$	(639	)	$	(2,678	)	$	2,327	$	(13,970	)
Shares:
Weighted average common shares outstanding	16,945			16,882			16,924		16,863
Dilutive effect of restricted equity awards (1)	—			—			39		—
Diluted weighted average number of shares outstanding	16,945			16,882			16,963		16,863
(Loss) earnings per share:
Basic (loss) earnings per share	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)
Diluted (loss) earnings per share	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)

(1) The Company’s securities that provide a right to receive common stock in the future such as stock options and restricted stock were not included in the computation of diluted EPS for the three months ended October 1, 2018 and the three and nine months ended October 2, 2017, as the effect of including these shares in the calculation would have been anti-dilutive.

For the three months ended October 1, 2018, and October 2, 2017, an aggregated total of 0.6 million shares and 0.8 million shares, respectively, have been excluded from the diluted EPS calculation because their effect would have been anti-dilutive. For the nine months ended October 1, 2018, and October 2, 2017, an aggregated total of 0.6 million shares and 1.0 million shares, respectively, have been excluded from the diluted EPS calculation because their effect would have been anti-dilutive.

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Commitments and Contingencies

9 Months Ended

Oct. 01, 2018

Commitments and Contingencies Disclosure [Abstract]

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 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.

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.

In June 2018, the Company reached resolution with an additional franchise owner group.

On June 29, 2018, the Court granted the Company’s motion to strike the remaining franchise owner groups’ jury demand. The Court denied the Company’s motion for separate trials, because at the time of the hearing there were only two franchise owner groups remaining in the case, based on tentative settlements with two other groups.

In July 2018, the Company entered into final settlements with two of the aforementioned franchise owner groups.

In September 2018, the Company entered into a final settlement with an additional franchise owner group.

There is one group remaining in the case, with a trial scheduled to start in the spring of 2019 in the Superior Court in Clark County, Washington.

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 Court gave preliminary approval to the settlement on May 16, 2018, in its Preliminary Approval Order Approving Settlement, Certifying Settlement Class, Approving Notice Plan, and Setting Fairness Hearing. The Court gave final approval to the settlement on September 28, 2018, in its Amended Final Order Approving Class Action Settlement, which resulted in the settlement and release of all claims, subject to appeal.

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 these routine matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

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Segment Information

9 Months Ended

Oct. 01, 2018

Segment Reporting [Abstract]

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 (loss) income 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 (loss) income before income taxes:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Revenues
Franchise segment	$	10,361		$	9,610		$	32,886		$	31,432
Brand Funds segment	6,552			7,000			17,673			22,931
Intersegment eliminations	(1,041		)	(439		)	(3,683		)	(1,402		)
Franchise related	15,872			16,171			46,876			52,961
Company Stores segment	12,958			17,520			47,519			57,010
Total	$	28,830		$	33,691		$	94,395		$	109,971

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Segment Adjusted EBITDA
Franchise	$	5,617		$	4,778		$	18,664		$	19,208
Company Stores	(462		)	312			529			1,637
Brand Funds	461			1,718			297			(3,814		)
Total reportable segments adjusted EBITDA	5,616			6,808			19,490			17,031
Corporate and unallocated	(950		)	(1,262		)	(3,108		)	(5,801		)
Depreciation and amortization	(1,662		)	(2,336		)	(5,677		)	(8,359		)
Interest expense, net	(1,254		)	(1,305		)	(3,842		)	(3,818		)
CEO transition and restructuring costs(1)	(27		)	(190		)	(390		)	(2,519		)
E-commerce impairment and transition costs(2)	—			—			(350		)	(9,124		)
Store divestitures, closures, and impairments(3)	(2,521		)	(5,981		)	(1,797		)	(8,595		)
Litigation settlement and reserves(4)	—			(463		)	(1,029		)	(463		)
(Loss) Income Before Income Taxes	$	(798	)	$	(4,729	)	$	3,297		$	(21,648	)

(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) Represents impairment charges on the write-down of our e-commerce platform based on the decision to move to a third-party developed and hosted solution and non-recurring costs incurred to complete the transition.

(3) For 2018, represents primarily net losses on the refranchising of Company-owned stores primarily from the recording of contingent liabilities for committed marketing support expenditures in addition to impairments for Company-owned stores held for sale. For 2017, represents primarily non-cash charges associated with the impairment and disposal of store assets upon the decision to close stores.

(4) Accruals made for litigation settlements.

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Total Assets
Franchise	$	119,366	$	121,179
Company Stores	38,838		53,226
Brand Funds	492		509
Other(1)	87,131		87,201
Total	$	245,827	$	262,115

(1) Other assets which are not allocated to the individual segments primarily include trade names and trademarks and taxes receivable.

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Subsequent Events (Notes)

9 Months Ended

Oct. 01, 2018

Subsequent Events [Abstract]

Subsequent Events

Senior secured credit facility

On November 6, 2018, PMI Holdings, Inc. entered into a second amendment to its Senior Credit Facility. The amendment, among other things, extends the term of the Senior Credit Facility by twelve months to August 2020 and reduces the revolving credit facility from $20.0 million to $7.5 million. In addition, the amendment increases the maximum leverage ratio, requires continuation of quarterly $2.1 million installment payments through the new maturity date, and increases the applicable interest rate margins.

Notes payable

On October 25, 2018, Papa Murphy's Company Stores, Inc. signed a second amendment to its note payable which extends the maturity date of the note to January 2019.

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Description of Business and Basis of Presentation (Policies)

9 Months Ended

Oct. 01, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of presentation

Basis of Presentation

The accompanying interim unauditedcondensed 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 unauditedcondensed 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

Principles of Consolidation

The interim unauditedcondensed 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 unauditedcondensed 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

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 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 unauditedcondensed 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 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, or Brand Funds. These funds exist solely for the purpose of promoting the Papa Murphy’s brand in the U.S. While this change materially affects the gross amount of reported revenues and expenses, the effect generally is an offsetting increase to both revenues and expenses with no net effect on reported Operating Income (Loss) and Net (Loss) Income.

Refer to Impacts to Reported Results below for more detailed effects of adoption on the Company’s financial statements and refer to Note 10 — Revenue for more information on our accounting for revenue.

Leases

The Company early 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 has had a material impact on the Company’s interim unauditedcondensed 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 11 — 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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Revenue (Policies)

9 Months Ended

Oct. 01, 2018

Revenue from Contract with Customer [Abstract]

Revenue recognition, Company Stores

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.

Revenue recognition, royalties

Royalty revenues. Royalty revenues, which include 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.

Revenue recognition, franchise fees

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 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.

Revenue recognition, other

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.

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.

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.

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.

Revenue recognition, deferred revenue

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.

Revenue recognition, contract acquisition costs

The Company does not incur a significant amount of contract acquisition costs in conducting its franchising activities and has not capitalized any such costs.

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Leases (Policies)

9 Months Ended

Oct. 01, 2018

Leases [Abstract]

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 0.5 to 10.2 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.

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Brand Marketing Fund (Policies)

9 Months Ended

Oct. 01, 2018

Other Income and Expenses [Abstract]

Brand Marketing Fund

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.

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Description of Business and Basis of Presentation (Tables)

9 Months Ended

Oct. 01, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Impacts of adoption of standards related to revenue recognition and leases to previously 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 October 2, 2017
	(unaudited)
(in thousands, except earnings per share)	As Reported			New Revenue Standard Adjustment			New Lease Standard Adjustment			As Adjusted
Total revenues(1)	$	26,825		$	6,866		$	—		$	33,691
Store operating costs	16,647			(357		)	(338		)	15,952
Selling, general, and administrative(1)	5,596			6,929			(8		)	12,517
Loss on disposal or impairment of property and equipment	4,327			—			1,926			6,253
(Benefit from) provision for income taxes	(1,575		)	109			(585		)	(2,051		)
Net (loss) income	(1,869		)	185			(994		)	(2,678		)
Diluted (loss) earnings per share	(0.11		)	0.01			(0.06		)	(0.16		)

(1) Recognition of advertising revenue and expense on a gross basis instead of a net basis by the Brand Funds comprised $6.6 million of the revenue adjustment and $6.9 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 $0.3 million.

Statement of Operations	Nine Months Ended October 2, 2017
	(unaudited)
(in thousands, except earnings per share)	As Reported			New Revenue Standard Adjustment			New Lease Standard Adjustment			As Adjusted
Total revenues(1)	$	87,920		$	22,051		$	—		$	109,971
Store operating costs	54,855			(1,165		)	(1,270		)	52,420
Selling, general, and administrative(1)	26,216			22,860			(34		)	49,042
Loss on disposal or impairment of property and equipment	15,377			—			2,453			17,830
(Benefit from) provision for income taxes	(7,384		)	132			(426		)	(7,678		)
Net (loss) income	(13,471		)	224			(723		)	(13,970		)
Diluted (loss) earnings per share	(0.80		)	0.01			(0.04		)	(0.83		)

(1) Recognition of advertising revenue and expense on a gross basis instead of a net basis by the Brand Funds comprised $21.7 million of the revenue adjustment and $22.9 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 $0.4 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		)

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Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Oct. 01, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Prepaid media production costs	$	718	$	376
Prepaid software and support	713		223
Prepaid occupancy related costs	271		159
Prepaid insurance	376		377
Taxes receivable	129		182
POS software licenses for resale	368		364
Assets held for sale	241		432
Advertising cooperative assets, restricted	71		4
Other	77		164
Total prepaid expenses and other current assets	$	2,964	$	2,281

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Goodwill (Tables)

9 Months Ended

Oct. 01, 2018

Goodwill [Abstract]

Summary of changes to 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	(833		)	—		(833		)
Disposition	(5,155		)	—		(5,155		)
Balance at October 1, 2018	$	20,217		$	81,546	$	101,763

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Financing Arrangements (Tables)

9 Months Ended

Oct. 01, 2018

Debt Disclosure [Abstract]

Long-term debt

Long-term debt consists of the following:

(in thousands)	October 1, 2018			January 1, 2018
Term loan	$	81,800		$	92,900
Notes payable	3,000			3,000
Total principal amount of long-term debt	84,800			95,900
Unamortized debt issuance costs	(273		)	(506		)
Total long-term debt	84,527			95,394
Less current portion	(3,000		)	(8,400		)
Total long-term debt, net of current portion	$	81,527		$	86,994

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Fair Value Measurement (Tables)

9 Months Ended

Oct. 01, 2018

Fair Value Disclosures [Abstract]

Fair value

The following table presents information about the fair value of the Company’s financial instruments:

	October 1, 2018				January 1, 2018
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value		Fair Value Measurement
Financial assets
Notes receivable (1)	$	—	$	—	$	97	$	88	Level 3
Other receivables (1)	391		335		—		—		Level 3

(1) The fair value of notes receivable and other receivables were estimated primarily using a discounted cash flow method based on a discount rate, reflecting the applicable credit spread.

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Accrued and Other Liabilities (Tables)

9 Months Ended

Oct. 01, 2018

Payables and Accruals [Abstract]

Accrued and other liabilities

Accrued expenses and other current liabilities consist of the following:

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Accrued compensation and related costs	$	3,447	$	3,902
Accrued legal settlement costs	2,700		3,940
Gift cards payable	1,898		2,676
Accrued interest and non-income taxes payable	384		461
Convention fund balance	765		841
Advertising cooperative liabilities	116		60
Lease liabilities held for sale	758		—
Other	856		502
Total accrued expenses and other current liabilities	$	10,924	$	12,382

Accrued legal settlement costs decreased since January 1, 2018 due to $1.8 million in payments to partially settle the TCPA class action lawsuit and $3.2 million in payments to settle franchise litigation claims that reduced the $3.7 million accrual for legal settlement costs related to the franchise litigation recorded in the current year. Both lawsuits are discussed in more detail in Note 16 — Commitments and Contingencies. Included in Accounts receivable, net is an insurance receivable equal to 75% of the anticipated settlement of the franchise owner lawsuit.

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Revenue (Tables)

9 Months Ended

Oct. 01, 2018

Revenue from Contract with Customer [Abstract]

Revenues by contract type

Revenues by contract type were as follows:

	Three Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	8,279	$	—	$	3,362	$	11,641
Franchise fees	756		—		—		756
Vendor payments	—		—		1,312		1,312
E-commerce fees	602		—		—		602
Other franchise and brand	29		—		1,532		1,561
Company-owned stores	—		12,958		—		12,958
Total revenues	9,666		12,958		6,206		28,830
Intersegment revenues	695		—		346		1,041
Reconciliation to business segment revenues	$	10,361	$	12,958	$	6,552	$	29,871

	Three Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	8,539	$	—	$	5,050	$	13,589
Franchise fees	563		—		—		563
Vendor payments	—		—		1,038		1,038
E-commerce fees	435		—		—		435
Other franchise and brand	21		—		525		546
Company-owned stores	—		17,520		—		17,520
Total revenues	9,558		17,520		6,613		33,691
Intersegment revenues	52		—		387		439
Reconciliation to business segment revenues	$	9,610	$	17,520	$	7,000	$	34,130

	Nine Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	26,462	$	—	$	10,740	$	37,202
Franchise fees	2,216		—		—		2,216
Vendor payments	—		—		3,265		3,265
E-commerce fees	1,664		—		—		1,664
Other franchise and brand	64		—		2,465		2,529
Company-owned stores	—		47,519		—		47,519
Total revenues	30,406		47,519		16,470		94,395
Intersegment revenues	2,480		—		1,203		3,683
Reconciliation to business segment revenues	$	32,886	$	47,519	$	17,673	$	98,078

	Nine Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
Franchise royalties	$	27,674	$	—	$	16,319	$	43,993
Franchise fees	2,101		—		—		2,101
Vendor payments	—		—		3,493		3,493
E-commerce fees	1,421		—		—		1,421
Other franchise and brand	67		—		1,886		1,953
Company-owned stores	—		57,010		—		57,010
Total revenues	31,263		57,010		21,698		109,971
Intersegment revenues	169		—		1,233		1,402
Reconciliation to business segment revenues	$	31,432	$	57,010	$	22,931	$	111,373

Revenues by geographic location

Revenues by geographic location were as follows:

	Three Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	9,589	$	12,958	$	6,206	$	28,753
International	77		—		—		77
Total revenues	$	9,666	$	12,958	$	6,206	$	28,830

	Three Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	9,463	$	17,520	$	6,613	$	33,596
International	95		—		—		95
Total revenues	$	9,558	$	17,520	$	6,613	$	33,691

	Nine Months Ended October 1, 2018
	(unaudited)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	30,168	$	47,519	$	16,470	$	94,157
International	238		—		—		238
Total revenues	$	30,406	$	47,519	$	16,470	$	94,395

	Nine Months Ended October 2, 2017
	(as adjusted)
(in thousands)	Franchise		Company Stores		Brand Funds		Total
United States	$	30,962	$	57,010	$	21,698	$	109,670
International	301		—		—		301
Total revenues	$	31,263	$	57,010	$	21,698	$	109,971

Changes in contract liabilities (unearned revenue)

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	(2,129		)
Cash received, net of amounts recognized as revenue during the period	1,449
Contract refunds	(305		)
Balance at October 1, 2018	$	10,166

Expected timing for satisfaction of performance obligations

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 October 1, 2018 (in thousands):

Fiscal year	2018	$	410
	2019	1,598
	2020	1,458
	2021	1,299
	2022	1,135
	Thereafter	4,266
	Total	$	10,166

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Leases (Tables)

9 Months Ended

Oct. 01, 2018

Leases [Abstract]

Components of lease expense

The components of lease expense for the periods reported are as follows:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Operating lease cost	$	818		$	1,150		$	2,903		$	3,609
Short-term lease cost	11			5			36			16
Variable lease cost	2			5			8			26
Sublease income	(16		)	(17		)	(42		)	(53		)
Total lease cost	$	815		$	1,143		$	2,905		$	3,598

Cash flow supplemental disclosures for leases

Supplemental cash flow information related to leases for the periods reported is as follows:

	Nine Months Ended
(in thousands)	October 1, 2018			October 2, 2017
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,303		$	3,655
Right-of-use assets obtained in exchange for new operating lease liabilities	505			213
Weighted-average remaining lease term of operating leases	4.8 years			6.1 years
Weighted-average discount rate of operating leases	4.5		%	4.8		%

Schedule of future minimum lease payments

Future minimum lease payments under non-cancelable leases as of October 1, 2018 are as follows (in thousands):

Fiscal year	2018	$	765
	2019	4,500
	2020	3,736
	2021	2,626
	2022	1,865
	Thereafter	3,382
	Total future minimum lease payments	16,874
	Less imputed interest	(2,839		)
	Less lease liabilities held for sale(1)	(2,340		)
	Total Lease Liabilities	$	11,695

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Income Taxes (Tables)

9 Months Ended

Oct. 01, 2018

Income Tax Disclosure [Abstract]

Income tax information

Information on the Company’s income taxes for the periods reported is as follows:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
(Benefit from) provision for income taxes	$	(159	)	$	(2,051	)	$	970		$	(7,678	)
(Loss) income before income taxes	(798		)	(4,729		)	3,297			(21,648		)
Effective income tax rate	19.9		%	43.4		%	29.4		%	35.5		%

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Share-based Compensation (Tables)

9 Months Ended

Oct. 01, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of restricted stock activity

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
Granted	41,000		—		5.33
Vested	(28,898	)	—		4.60
Repurchased	—		(754	)	0.19
Unvested, October 1, 2018	47,000		39,600		$	3.97

Schedule of stock option activity

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
Granted	210,700		—		5.12
Exercised	(20,000	)	—		3.99
Forfeited	(79,104	)	(578	)	9.26
Outstanding, October 1, 2018	1,060,711		157,549		$	7.12	8.0 years	$	428
Exercisable, October 1, 2018	372,169		—		$	9.55	6.6 years	$	103

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Brand Marketing Fund (Tables)

9 Months Ended

Oct. 01, 2018

Other Income and Expenses [Abstract]

Brand Marketing Fund

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Opening BMF deficit	$	(5,877	)	$	(6,604	)	$	(5,461	)	$	(1,071	)
Net activity during the period	461			1,718			45			(3,815		)
Ending BMF deficit	$	(5,416	)	$	(4,886	)	$	(5,416	)	$	(4,886	)

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Earnings per Share (EPS) (Tables)

9 Months Ended

Oct. 01, 2018

Earnings Per Share [Abstract]

Computations of basic and dilutive earnings per share

The following table sets forth the computations of basic and diluted EPS:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018		October 2, 2017
(in thousands, except per share data)	(unaudited)			(as adjusted)			(unaudited)		(as adjusted)
Earnings:
Net (loss) income	$	(639	)	$	(2,678	)	$	2,327	$	(13,970	)
Shares:
Weighted average common shares outstanding	16,945			16,882			16,924		16,863
Dilutive effect of restricted equity awards (1)	—			—			39		—
Diluted weighted average number of shares outstanding	16,945			16,882			16,963		16,863
(Loss) earnings per share:
Basic (loss) earnings per share	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)
Diluted (loss) earnings per share	$	(0.04	)	$	(0.16	)	$	0.14	$	(0.83	)

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Segment Information (Tables)

9 Months Ended

Oct. 01, 2018

Segment Reporting [Abstract]

Segment reporting information by segment

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 (loss) income before income taxes:

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Revenues
Franchise segment	$	10,361		$	9,610		$	32,886		$	31,432
Brand Funds segment	6,552			7,000			17,673			22,931
Intersegment eliminations	(1,041		)	(439		)	(3,683		)	(1,402		)
Franchise related	15,872			16,171			46,876			52,961
Company Stores segment	12,958			17,520			47,519			57,010
Total	$	28,830		$	33,691		$	94,395		$	109,971

	Three Months Ended						Nine Months Ended
	October 1, 2018			October 2, 2017			October 1, 2018			October 2, 2017
(in thousands)	(unaudited)			(as adjusted)			(unaudited)			(as adjusted)
Segment Adjusted EBITDA
Franchise	$	5,617		$	4,778		$	18,664		$	19,208
Company Stores	(462		)	312			529			1,637
Brand Funds	461			1,718			297			(3,814		)
Total reportable segments adjusted EBITDA	5,616			6,808			19,490			17,031
Corporate and unallocated	(950		)	(1,262		)	(3,108		)	(5,801		)
Depreciation and amortization	(1,662		)	(2,336		)	(5,677		)	(8,359		)
Interest expense, net	(1,254		)	(1,305		)	(3,842		)	(3,818		)
CEO transition and restructuring costs(1)	(27		)	(190		)	(390		)	(2,519		)
E-commerce impairment and transition costs(2)	—			—			(350		)	(9,124		)
Store divestitures, closures, and impairments(3)	(2,521		)	(5,981		)	(1,797		)	(8,595		)
Litigation settlement and reserves(4)	—			(463		)	(1,029		)	(463		)
(Loss) Income Before Income Taxes	$	(798	)	$	(4,729	)	$	3,297		$	(21,648	)

(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) Represents impairment charges on the write-down of our e-commerce platform based on the decision to move to a third-party developed and hosted solution and non-recurring costs incurred to complete the transition.

(3) For 2018, represents primarily net losses on the refranchising of Company-owned stores primarily from the recording of contingent liabilities for committed marketing support expenditures in addition to impairments for Company-owned stores held for sale. For 2017, represents primarily non-cash charges associated with the impairment and disposal of store assets upon the decision to close stores.

(4) Accruals made for litigation settlements.

	October 1, 2018		January 1, 2018
(in thousands)	(unaudited)		(as adjusted)
Total Assets
Franchise	$	119,366	$	121,179
Company Stores	38,838		53,226
Brand Funds	492		509
Other(1)	87,131		87,201
Total	$	245,827	$	262,115

(1) Other assets which are not allocated to the individual segments primarily include trade names and trademarks and taxes receivable.

XML

Description of Business and Basis of Presentation - Description of business (Details)	Oct. 01, 2018 state store
Franchisor Disclosure [Line Items]
Number of stores	1,460
Number of states in which the Company operates | state	37
Domestic
Franchisor Disclosure [Line Items]
Number of stores	1,420
Domestic | Franchised stores
Franchisor Disclosure [Line Items]
Number of stores	1,307
Domestic | Company-owned stores
Franchisor Disclosure [Line Items]
Number of stores	113
Canada and the United Arab Emirates | Franchised stores
Franchisor Disclosure [Line Items]
Number of stores	40

XML

Description of Business and Basis of Presentation - Impacts of adoption of accounting standards (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017	Jan. 01, 2018
Statement of Operations
Total revenues	$ 28,830	$ 33,691	$ 94,395	$ 109,971
Store operating costs		15,952		52,420
Selling, general, and administrative	11,710	12,517	36,146	49,042
Loss on disposal or impairment of property and equipment	2,521	6,253	1,808	17,830
(Benefit from) provision for income taxes	(159)	(2,051)	970	(7,678)
Net (loss) income	$ (639)	$ (2,678)	$ 2,327	$ (13,970)
Diluted (loss) earnings per share	$ (0.04)	$ (0.16)	$ 0.14	$ (0.83)
Balance Sheet
Prepaid expenses and other current assets	$ 2,964		$ 2,964		$ 2,281
Operating lease right of use assets	9,608		9,608		16,331
Unearned franchise and development fees					11,601
Accrued expenses and other current liabilities	10,924		10,924		12,382
Lease liabilities	11,695		11,695		19,678
Deferred tax liability	22,642		22,642		21,825
Other long-term liabilities	4,325		4,325		1,704
Accumulated deficit	(24,315)		(24,315)		(26,642)
As Reported
Statement of Operations
Total revenues		$ 26,825		$ 87,920
Store operating costs		16,647		54,855
Selling, general, and administrative		5,596		26,216
Loss on disposal or impairment of property and equipment		4,327		15,377
(Benefit from) provision for income taxes		(1,575)		(7,384)
Net (loss) income		$ (1,869)		$ (13,471)
Diluted (loss) earnings per share		$ (0.11)		$ (0.80)
Balance Sheet
Prepaid expenses and other current assets					2,671
Operating lease right of use assets					0
Unearned franchise and development fees					1,702
Accrued expenses and other current liabilities					13,139
Lease liabilities					0
Deferred tax liability					24,457
Other long-term liabilities					3,922
Accumulated deficit					(18,613)
New Revenue Standard Adjustment
Statement of Operations
Total revenues		$ 6,866		$ 22,051
Store operating costs		(357)		(1,165)
Selling, general, and administrative		6,929		22,860
Loss on disposal or impairment of property and equipment		0		0
(Benefit from) provision for income taxes		109		132
Net (loss) income		$ 185		$ 224
Diluted (loss) earnings per share		$ 0.01		$ 0.01
Balance Sheet
Prepaid expenses and other current assets					0
Operating lease right of use assets					0
Unearned franchise and development fees					9,899
Accrued expenses and other current liabilities					(507)
Lease liabilities					0
Deferred tax liability					(2,319)
Other long-term liabilities					0
Accumulated deficit					(7,073)
New Lease Standard Adjustment
Statement of Operations
Total revenues		$ 0		$ 0
Store operating costs		(338)		(1,270)
Selling, general, and administrative		(8)		(34)
Loss on disposal or impairment of property and equipment		1,926		2,453
(Benefit from) provision for income taxes		(585)		(426)
Net (loss) income		$ (994)		$ (723)
Diluted (loss) earnings per share		$ (0.06)		$ (0.04)
Balance Sheet
Prepaid expenses and other current assets					(390)
Operating lease right of use assets					16,331
Unearned franchise and development fees					0
Accrued expenses and other current liabilities					(250)
Lease liabilities					19,678
Deferred tax liability					(313)
Other long-term liabilities					(2,218)
Accumulated deficit					$ (956)
Brand Funds
Statement of Operations
Total revenues	6,206	$ 6,613	16,470	$ 21,698
Brand Funds | New Revenue Standard Adjustment
Statement of Operations
Total revenues		6,600		21,700
Selling, general, and administrative		6,900		22,900
Franchise
Statement of Operations
Total revenues	$ 9,666	9,558	$ 30,406	31,263
Franchise | New Revenue Standard Adjustment
Statement of Operations
Total revenues		$ 300		$ 400

XML

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Oct. 01, 2018	Jan. 01, 2018
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid media production costs	$ 718	$ 376
Prepaid software and support	713	223
Prepaid occupancy related costs	271	159
Prepaid insurance	376	377
Taxes receivable	129	182
POS software licenses for resale	368	364
Assets held for sale	241	432
Advertising cooperative assets, restricted	71	4
Other	77	164
Total prepaid expenses and other current assets	$ 2,964	$ 2,281

XML

Property and Equipment (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017	Jan. 01, 2018
Property, Plant and Equipment [Abstract]
Accumulated depreciation	$ 18.2		$ 18.2		$ 21.9
Depreciation expense	$ 0.6	$ 1.2	$ 2.4	$ 4.8

XML

Divestitures (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 01, 2018 USD ($) store	Oct. 01, 2018 USD ($) store	Jun. 25, 2018 store	May 21, 2018 store	Apr. 23, 2018 store
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stores | store	1,460	1,460
Long-term receivables	$ 400	$ 400
Contingent liability accrual for marketing expenditures	1,500
Contingent liability, current	400	400
Contingent liability, noncurrent	1,100	1,100
Franchise fees paid	$ 450	$ 450
Assets held for sale that were sold
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stores | store	29	29		10
Aggregate sale price	$ 7,700	$ 7,700
Gain (loss) on disposal		$ (1,100)
Arkansas | Assets held for sale that were sold
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stores | store					2
Colorado | Assets held for sale that were sold
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stores | store			10
Texas | Assets held for sale that were sold
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stores | store	7	7

XML

Goodwill (Details) $ in Thousands	9 Months Ended
	Oct. 01, 2018 USD ($)
Goodwill [Line Items]
Beginning balance	$ 107,751
Allocated to assets held for sale	(833)
Disposition	(5,155)
Ending balance	101,763
Brand Funds
Goodwill [Line Items]
Beginning balance	0
Ending balance	0
Company Stores
Goodwill [Line Items]
Beginning balance	26,205
Allocated to assets held for sale	(833)
Disposition	(5,155)
Ending balance	20,217
Franchise
Goodwill [Line Items]
Beginning balance	81,546
Allocated to assets held for sale	0
Disposition	0
Ending balance	$ 81,546

XML

Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017	Jan. 01, 2018
Intangible Assets, Net
Accumulated amortization	$ (33.4)		$ (33.4)		$ (30.2)
Amortization expense	$ 1.1	$ 1.1	$ 3.3	$ 3.5

XML

Financing Arrangements - Schedule of Long-term debt (Details) - USD ($) $ in Thousands	Oct. 01, 2018	Jan. 01, 2018
Debt Instrument [Line Items]
Principal amount of long-term debt	$ 84,800	$ 95,900
Unamortized debt issuance costs	(273)	(506)
Long-term debt	84,527	95,394
Less current portion	(3,000)	(8,400)
Total long-term debt, net of current portion	81,527	86,994
Secured debt | Term loan
Debt Instrument [Line Items]
Principal amount of long-term debt	81,800	92,900
Notes payable
Debt Instrument [Line Items]
Principal amount of long-term debt	$ 3,000	$ 3,000

XML

Financing Arrangements - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Nov. 06, 2018	Oct. 01, 2018	Oct. 01, 2018	Jan. 01, 2018
Debt Instrument [Line Items]
Long-term debt		$ 84,527	$ 84,527	$ 95,394
Principal amount of long-term debt		84,800	84,800	95,900
Secured debt | Term loan
Debt Instrument [Line Items]
Principal amount of long-term debt		81,800	81,800	92,900
Notes payable
Debt Instrument [Line Items]
Principal amount of long-term debt		3,000	3,000	$ 3,000
Papa Murphy's Company Stores, Inc. | Notes payable
Debt Instrument [Line Items]
Long-term debt		$ 3,000	$ 3,000
Interest rate on notes payable		5.00%	5.00%
Senior secured credit facility | PMI Holdings Inc. | Secured debt
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 132,000	$ 132,000
Minimum term loan amortization payments			2,100
Senior secured credit facility | PMI Holdings Inc. | Secured debt | Term loan
Debt Instrument [Line Items]
Maximum borrowing capacity		112,000	$ 112,000
Maturity date			Aug. 28, 2019
Senior secured credit facility | PMI Holdings Inc. | Secured debt | Revolving credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity		20,000	$ 20,000
Senior secured credit facility | PMI Holdings Inc. | Secured debt | Letter of credit subfacility
Debt Instrument [Line Items]
Maximum borrowing capacity		2,500	2,500
Senior secured credit facility | PMI Holdings Inc. | Secured debt | Swing-line loan subfacility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,000	$ 1,000
LIBOR rate | Senior secured credit facility | PMI Holdings Inc. | Secured debt | Term loan
Debt Instrument [Line Items]
Interest rate at end of period		5.50%	5.50%
Weighted average | Senior secured credit facility | PMI Holdings Inc. | Secured debt
Debt Instrument [Line Items]
Interest rate during period		5.40%
Subsequent event | Senior secured credit facility | PMI Holdings Inc. | Secured debt | Term loan
Debt Instrument [Line Items]
Maturity date	Aug. 28, 2020
Subsequent event | Senior secured credit facility | PMI Holdings Inc. | Secured debt | Revolving credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 7,500

XML

Fair Value Measurement (Details) - USD ($) $ in Thousands		Oct. 01, 2018	Jan. 01, 2018
Reported value measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable	[1]	$ 0	$ 97
Other receivables	[1]	391	0
Estimate of fair value measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable	[1]	0	88
Other receivables		$ 335	$ 0	[1]

[1] The fair value of notes receivable and other receivables were estimated primarily using a discounted cash flow method based on a discount rate, reflecting the applicable credit spread.

XML

Accrued and Other Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2018	Jan. 01, 2018
Accrued Liabilities, Current [Abstract]
Accrued compensation and related costs	$ 3,447	$ 3,902
Accrued legal settlement costs	2,700	3,940
Gift cards payable	1,898	2,676
Accrued interest and non-income taxes payable	384	461
Convention fund balance	765	841
Advertising cooperative liabilities	116	60
Lease liabilities held for sale	758	0
Other	856	502
Accrued and other liabilities	10,924	$ 12,382
TCPA
Loss Contingencies [Line Items]
Contingency payments	1,800
Litigation with franchise owners
Loss Contingencies [Line Items]
Contingency payments	3,200
Contingency liability	$ 3,700

XML

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 28,830	$ 33,691	$ 94,395	$ 109,971
United States
Disaggregation of Revenue [Line Items]
Revenues	28,753	33,596	94,157	109,670
International
Disaggregation of Revenue [Line Items]
Revenues	77	95	238	301
Franchise royalties
Disaggregation of Revenue [Line Items]
Revenues	11,641	13,589	37,202	43,993
Franchise fees
Disaggregation of Revenue [Line Items]
Revenues	756	563	2,216	2,101
Vendor payments
Disaggregation of Revenue [Line Items]
Revenues	1,312	1,038	3,265	3,493
E-commerce fees
Disaggregation of Revenue [Line Items]
Revenues	602	435	1,664	1,421
Other franchise and brand
Disaggregation of Revenue [Line Items]
Revenues	1,561	546	2,529	1,953
Company-owned stores
Disaggregation of Revenue [Line Items]
Revenues	12,958	17,520	47,519	57,010
Franchise
Disaggregation of Revenue [Line Items]
Revenues	9,666	9,558	30,406	31,263
Franchise | United States
Disaggregation of Revenue [Line Items]
Revenues	9,589	9,463	30,168	30,962
Franchise | International
Disaggregation of Revenue [Line Items]
Revenues	77	95	238	301
Franchise | Franchise royalties
Disaggregation of Revenue [Line Items]
Revenues	8,279	8,539	26,462	27,674
Franchise | Franchise fees
Disaggregation of Revenue [Line Items]
Revenues	756	563	2,216	2,101
Franchise | Vendor payments
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Franchise | E-commerce fees
Disaggregation of Revenue [Line Items]
Revenues	602	435	1,664	1,421
Franchise | Other franchise and brand
Disaggregation of Revenue [Line Items]
Revenues	29	21	64	67
Franchise | Company-owned stores
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Company Stores
Disaggregation of Revenue [Line Items]
Revenues	12,958	17,520	47,519	57,010
Company Stores | United States
Disaggregation of Revenue [Line Items]
Revenues	12,958	17,520	47,519	57,010
Company Stores | International
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Company Stores | Franchise royalties
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Company Stores | Franchise fees
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Company Stores | Vendor payments
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Company Stores | E-commerce fees
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Company Stores | Other franchise and brand
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Company Stores | Company-owned stores
Disaggregation of Revenue [Line Items]
Revenues	12,958	17,520	47,519	57,010
Brand Funds
Disaggregation of Revenue [Line Items]
Revenues	6,206	6,613	16,470	21,698
Brand Funds | United States
Disaggregation of Revenue [Line Items]
Revenues	6,206	6,613	16,470	21,698
Brand Funds | International
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Brand Funds | Franchise royalties
Disaggregation of Revenue [Line Items]
Revenues	3,362	5,050	10,740	16,319
Brand Funds | Franchise fees
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Brand Funds | Vendor payments
Disaggregation of Revenue [Line Items]
Revenues	1,312	1,038	3,265	3,493
Brand Funds | E-commerce fees
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Brand Funds | Other franchise and brand
Disaggregation of Revenue [Line Items]
Revenues	1,532	525	2,465	1,886
Brand Funds | Company-owned stores
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	1,041	439	3,683	1,402
Intersegment Eliminations | Franchise
Disaggregation of Revenue [Line Items]
Revenues	695	52	2,480	169
Intersegment Eliminations | Company Stores
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Intersegment Eliminations | Brand Funds
Disaggregation of Revenue [Line Items]
Revenues	346	387	1,203	1,233
Operating Segments
Disaggregation of Revenue [Line Items]
Revenues	29,871	34,130	98,078	111,373
Operating Segments | Franchise
Disaggregation of Revenue [Line Items]
Revenues	10,361	9,610	32,886	31,432
Operating Segments | Company Stores
Disaggregation of Revenue [Line Items]
Revenues	12,958	17,520	47,519	57,010
Operating Segments | Brand Funds
Disaggregation of Revenue [Line Items]
Revenues	$ 6,552	$ 7,000	$ 17,673	$ 22,931

XML

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2018	Jan. 01, 2018
Revenue from Contract with Customer [Abstract]
Contract liabilities (unearned revenue), beginning of period	$ 11,151
Revenue recognized that was included in the balance at the beginning of the period	2,129
Cash received, net of amounts recognized as revenue during the period	1,449
Contract refunds	305
Contract liabilities (unearned revenue), end of period	10,166
Refund liability	500	$ 500
Receivables from contracts with customers	$ 2,600	$ 3,800

XML

Revenue - Schedule of future performance obligations (Details) $ in Thousands	9 Months Ended
	Oct. 01, 2018 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 10,166
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-07-03
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 410
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 1,598
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 1,458
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 1,299
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 1,135
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 4,266
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	0 years

XML

Leases (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017	Jan. 01, 2018
Lease, Cost [Abstract]
Operating lease cost		$ 818	$ 1,150	$ 2,903	$ 3,609
Short-term lease cost		11	5	36	16
Variable lease cost		2	5	8	26
Sublease income		(16)	(17)	(42)	(53)
Total lease cost		$ 815	$ 1,143	2,905	3,598
Operating cash flows from operating leases				3,303	3,655
Right-of-use assets obtained in exchange for new operating lease liabilities				$ 505	$ 213
Weighted-average remaining lease term of operating leases				4 years 10 months	6 years 1 month
Weighted-average discount rate of operating leases		4.50%	4.80%	4.50%	4.80%
Operating Lease Liabilities, Payments Due [Abstract]
2018		$ 765		$ 765
2019		4,500		4,500
2020		3,736		3,736
2021		2,626		2,626
2022		1,865		1,865
Thereafter		3,382		3,382
Total future minimum lease payments		16,874		16,874
Imputed interest		(2,839)		(2,839)
Lease liabilities held for sale	[1]	(2,340)		(2,340)
Total Lease Liabilities		11,695		11,695		$ 19,678
Lease liabilities held for sale, current		758		758		$ 0
Lease liabilities held for sale, noncurrent		$ 1,500		$ 1,500
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms				6 months
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms				10 years 2 months

[1] Lease liabilities held for sale includes $0.8 million reported in Accrued expenses and other current assets (see Note 9 — Accrued Expenses and Other Current Liabilities) and $1.5 million reported in Other long-term liabilities in the Company's Condensed Consolidated Balance Sheets.

XML

Leases - Lease guarantees (Details)	9 Months Ended
	Oct. 01, 2018 USD ($) store
Guarantor Obligations [Line Items]
Number of stores	1,460
Guarantor for operating leases
Guarantor Obligations [Line Items]
Loss contingency | $	$ 170,000
Franchised stores | Guarantor for operating leases
Guarantor Obligations [Line Items]
Number of stores	37

XML

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Income Tax Disclosure [Abstract]
(Benefit from) provision for income taxes	$ (159)	$ (2,051)	$ 970	$ (7,678)
(Loss) income before income taxes	$ (798)	$ (4,729)	$ 3,297	$ (21,648)
Effective income tax rate	19.90%	43.40%	29.40%	35.50%

XML

Share-based Compensation (Restricted Common Shares and Stock Options) (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Oct. 01, 2018 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for equity incentive awards	2,116,747
Restricted Stock
Restricted common stock, weighted average sale/grant date fair value (in dollars per share)
Unvested, Beginning balance (usd per share) | $ / shares	$ 3.44
Weighted average grant date fair value per share | $ / shares	5.33
Vested (usd per share) | $ / shares	4.60
Repurchased (usd per share) | $ / shares	0.19
Unvested, Ending balance (usd per share) | $ / shares	3.97
Stock Option
Stock options outstanding, weighted average exercise price (in dollars per share)
Outstanding, Beginning balance (usd per share) | $ / shares	7.60
Granted (usd per share) | $ / shares	5.12
Exercised (usd per share) | $ / shares	3.99
Forfeited (usd per share) | $ / shares	9.26
Outstanding, Ending balance (usd per share) | $ / shares	7.12
Exercisable (usd per share) | $ / shares	$ 9.55
Stock Option Grants
Weighted Average Remaining Contractual Term, Outstanding	8 years
Weighted Average Remaining Contractual Term, Exercisable	6 years 7 months
Aggregate Intrinsic Value, Outstanding | $	$ 428
Aggregate Intrinsic Value, Exercisable | $	$ 103
Time Vesting | Restricted Stock
Number of shares of restricted common stock, unvested [Roll Forward]
Unvested, Beginning balance (in shares)	34,898
Granted (in shares)	41,000
Vested (in shares)	(28,898)
Repurchased (in shares)	0
Unvested, Ending balance (in shares)	47,000
Time Vesting | Stock Option
Number of shares of stock options, outstanding [Roll Forward]
Outstanding, Beginning balance (in shares)	949,115
Granted (in shares)	210,700
Exercised (in shares)	20,000
Forfeited (in shares)	(79,104)
Outstanding, Ending balance (in shares)	1,060,711
Exercisable (in shares)	372,169
Market Condition | Restricted Stock
Number of shares of restricted common stock, unvested [Roll Forward]
Unvested, Beginning balance (in shares)	40,354
Granted (in shares)	0
Vested (in shares)	0
Repurchased (in shares)	(754)
Unvested, Ending balance (in shares)	39,600
Market Condition | Stock Option
Number of shares of stock options, outstanding [Roll Forward]
Outstanding, Beginning balance (in shares)	158,127
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	(578)
Outstanding, Ending balance (in shares)	157,549
Exercisable (in shares)	0

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Share-based Compensation (Compensation Cost) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 0.2	$ 0.1	$ 0.6	$ 0.5
Total unrecognized stock-based compensation expense	1.5		$ 1.5
Compensation not yet recognized, period for recognition			2 years 2 months
Time Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized stock-based compensation expense	1.2		$ 1.2
Market Condition
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized stock-based compensation expense	$ 0.3		$ 0.3

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Brand Marketing Fund (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Other Income and Expenses [Abstract]
Opening BMF deficit	$ (5,877)	$ (6,604)	$ (5,461)	$ (1,071)
Advertising expense, net of cooperative contributions	461	1,718	45	(3,815)
Ending BMF deficit	$ (5,416)	$ (4,886)	$ (5,416)	$ (4,886)

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Earnings per Share (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				9 Months Ended
	Oct. 01, 2018		Oct. 02, 2017		Oct. 01, 2018	Oct. 02, 2017
Earnings:
Net income (loss)	$ (639)		$ (2,678)		$ 2,327	$ (13,970)
Shares:
Weighted average common shares outstanding	16,944,777		16,882,193		16,924,037	16,863,122
Dilutive effect of potential common stock	0	[1]	0	[1]	39,047	0	[1]
Diluted weighted average number of shares outstanding	16,944,777		16,882,193		16,963,084	16,863,122
(Loss) earnings per share:
Basic (loss) earnings per share	$ (0.04)		$ (0.16)		$ 0.14	$ (0.83)
Diluted (loss) earnings per share	$ (0.04)		$ (0.16)		$ 0.14	$ (0.83)
Antidilutive shares excluded from computation of earnings per share	600,000		800,000		600,000	1,000,000

[1] (1)The Company’s securities that provide a right to receive common stock in the future such as stock options and restricted stock were not included in the computation of diluted EPS for the three months ended October 1, 2018 and the three and nine months ended October 2, 2017, as the effect of including these shares in the calculation would have been anti-dilutive.

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Commitments and Contingencies (Details) - Litigation with franchise owners $ in Millions					1 Months Ended								12 Months Ended
	Oct. 01, 2018 USD ($) plaintiff	Jun. 29, 2018 plaintiff	Jun. 18, 2014 plaintiff	Apr. 04, 2014 plaintiff	Sep. 30, 2018 plaintiff	Jul. 31, 2018 plaintiff	Jun. 30, 2018 plaintiff	Apr. 30, 2018 plaintiff	Jul. 31, 2017 plaintiff	Sep. 30, 2016 plaintiff	Oct. 31, 2014 plaintiff	Jan. 31, 2014 plaintiff	Jan. 01, 2018 plaintiff
Loss Contingencies [Line Items]
Number of franchise owner groups (in plaintiff)			16	12								6
Contingency liability | $	$ 3.7
Mediation
Loss Contingencies [Line Items]
Number of franchise owner groups (in plaintiff)									15		22
Resolution
Loss Contingencies [Line Items]
Number of franchise owner groups (in plaintiff)					1		1	4			13		6
Amended complaint
Loss Contingencies [Line Items]
Number of franchise owner groups (in plaintiff)										15
Summary Judgment Request [Member]
Loss Contingencies [Line Items]
Number of franchise owner groups (in plaintiff)							2
Pending litigation
Loss Contingencies [Line Items]
Number of franchise owner groups (in plaintiff)	1	2
Tentative settlement
Loss Contingencies [Line Items]
Number of franchise owner groups (in plaintiff)		2				2

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Segment Information - Profit or Loss (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Segment Reporting Information [Line Items]
Revenues		$ (28,830)	$ (33,691)	$ (94,395)	$ (109,971)
Franchise related		15,872	16,171	46,876	52,961
Segment Reporting Information, Profit (Loss) [Abstract]
Depreciation and amortization		(1,662)	(2,336)	(5,677)	(8,359)
Interest expense, net		(1,254)	(1,305)	(3,842)	(3,818)
CEO transition and restructuring costs	[1]		(190)		(2,519)
Store divestitures, closures, and impairments		(2,521)	(6,253)	(1,808)	(17,830)
Litigation settlement and reserves	[2]	0	(463)	(1,029)	(463)
(Loss) Income Before Income Taxes		(798)	(4,729)	3,297	(21,648)
Franchise
Segment Reporting Information [Line Items]
Revenues		(9,666)	(9,558)	(30,406)	(31,263)
Segment Reporting Information, Profit (Loss) [Abstract]
Segment Adjusted EBITDA		5,617	4,778	18,664	19,208
Company Stores
Segment Reporting Information [Line Items]
Revenues		(12,958)	(17,520)	(47,519)	(57,010)
Segment Reporting Information, Profit (Loss) [Abstract]
Segment Adjusted EBITDA		(462)	312	529	1,637
Store divestitures, closures, and impairments	[3]	(2,521)	(5,981)	(1,797)	(8,595)
Brand Funds
Segment Reporting Information [Line Items]
Revenues		(6,206)	(6,613)	(16,470)	(21,698)
Segment Reporting Information, Profit (Loss) [Abstract]
Segment Adjusted EBITDA		461	1,718	297	(3,814)
Corporate and unallocated
Segment Reporting Information, Profit (Loss) [Abstract]
(Loss) Income Before Income Taxes		(950)	(1,262)	(3,108)	(5,801)
Operating Segments
Segment Reporting Information [Line Items]
Revenues		(29,871)	(34,130)	(98,078)	(111,373)
Segment Reporting Information, Profit (Loss) [Abstract]
Segment Adjusted EBITDA		5,616	6,808	19,490	17,031
Operating Segments | Franchise
Segment Reporting Information [Line Items]
Revenues		(10,361)	(9,610)	(32,886)	(31,432)
Operating Segments | Company Stores
Segment Reporting Information [Line Items]
Revenues		(12,958)	(17,520)	(47,519)	(57,010)
Operating Segments | Brand Funds
Segment Reporting Information [Line Items]
Revenues		(6,552)	(7,000)	(17,673)	(22,931)
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		(1,041)	(439)	(3,683)	(1,402)
Intersegment Eliminations | Franchise
Segment Reporting Information [Line Items]
Revenues		(695)	(52)	(2,480)	(169)
Intersegment Eliminations | Company Stores
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Intersegment Eliminations | Brand Funds
Segment Reporting Information [Line Items]
Revenues		(346)	(387)	(1,203)	(1,233)
Software
Segment Reporting Information, Profit (Loss) [Abstract]
E-commerce impairment and transition costs	[4]	0	$ 0	(350)	$ (9,124)
CEO transition and restructuring
Segment Reporting Information, Profit (Loss) [Abstract]
CEO transition and restructuring costs	[1]	$ (27)		$ (390)

[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 litigation settlements.

[3] For 2018, represents primarily net losses on the refranchising of Company-owned stores primarily from the recording of contingent liabilities for committed marketing support expenditures in addition to impairments for Company-owned stores held for sale. For 2017, represents primarily non-cash charges associated with the impairment and disposal of store assets upon the decision to close stores.

[4] Represents impairment charges on the write-down of our e-commerce platform based on the decision to move to a third-party developed and hosted solution and non-recurring costs incurred to complete the transition.

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Segment Information - Assets (Details) - USD ($) $ in Thousands		Oct. 01, 2018	Jan. 01, 2018
Segment Reporting Information [Line Items]
Total Assets		$ 245,827	$ 262,115
Operating Segments
Segment Reporting Information [Line Items]
Total Assets		245,827	262,115
Operating Segments | Franchise
Segment Reporting Information [Line Items]
Total Assets		119,366	121,179
Operating Segments | Company Stores
Segment Reporting Information [Line Items]
Total Assets		38,838	53,226
Operating Segments | Brand Funds
Segment Reporting Information [Line Items]
Total Assets		492	509
Operating Segments | Other
Segment Reporting Information [Line Items]
Total Assets	[1]	$ 87,131	$ 87,201

[1] Other assets which are not allocated to the individual segments primarily include trade names and trademarks and taxes receivable.

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Subsequent Events (Details) - Senior secured credit facility - PMI Holdings Inc. - Secured debt - USD ($) $ in Millions		9 Months Ended
	Nov. 06, 2018	Oct. 01, 2018
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 132.0
Minimum term loan amortization payments		$ 2.1
Term loan
Subsequent Event [Line Items]
Maturity date		Aug. 28, 2019
Maximum borrowing capacity		$ 112.0
Term loan | Subsequent event
Subsequent Event [Line Items]
Maturity date	Aug. 28, 2020
Revolving credit facility
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 20.0
Revolving credit facility | Subsequent event
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 7.5