Management s Discussion & Analysis

Transcription

1 Freshii Inc. Management s Discussion & Analysis For the 13 week period ended March 26, 2017 (Expressed in US Dollars)

2 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management s discussion and analysis ( MD&A ) for Freshii Inc. ( we, Freshii or the Company ) provides information concerning the Company s financial condition and results of operations for the 13 week period ended March 26, The following MD&A should be read together with the Company s unaudited Condensed Consolidated Interim Financial Statements ( interim financial statements ) and accompanying notes as at March 26, 2017 and with the Company s Annual Consolidated Financial Statements for the 52 week period ended December 25, 2016 ( fiscal 2016 ). The consolidated results from operations for the 13 week period ended March 26, 2017 are compared to the 13 week period ended March 27, All figures in this MD&A are expressed in US Dollars unless otherwise noted. We operate on a 52- or 53 week fiscal year, concluding on the Sunday closest to December 31. Our next fiscal year with 53 weeks will be 2017 ( fiscal 2017 ). We prepare and report our interim financial statements in accordance with IFRS, as issued by the IASB. This MD&A was prepared on May 2, Additional information relating to the Company is available on SEDAR at Non-IFRS Financial Measures and Industry Metrics This MD&A makes reference to certain non-ifrs measures including key performance indicators used by management and typically used by our competitors in the restaurant industry. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-ifrs measures including EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, free cash flow, free cash flow conversion, Adjusted Net Income and Pro Forma Adjusted Net Income. This MD&A also makes reference to AUV, Canada AUV, system-wide AUV, system-wide sales, same-store sales growth and U.S. AUV which are commonly used operating metrics in the restaurant industry but may be calculated differently by other companies in the restaurant industry. These non-ifrs measures and restaurant industry metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-ifrs measures, including restaurant industry metrics, in the evaluation of companies in the restaurant industry. Our management also uses non-ifrs measures and restaurant industry metrics, in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of executive compensation. See How We Assess the Performance of our Business and Selected Quarterly Consolidated Information below for further details concerning how the Company calculates EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, Adjusted Net Income and Pro Forma Adjusted Net Income and for reconciliations thereof to the most comparable IFRS measures. Forward-Looking Statements Some of the information contained in this MD&A including, in particular, the sections below entitled Summary of Factors Affecting our Performance, Liquidity and Capital Resources, Outlook and Risk Factors, contain forward-looking statements. The forward-looking statements and other forward-looking information are provided as of the date of this MD&A and are based on management s opinions, estimates and assumptions in light of its experience and perception of historical trends, current trends, current conditions and expected future developments, as well as other factors that management believes appropriate and reasonable in the circumstances. Freshii does not undertake to update any such forward-looking statements whether as a result of 1

3 new information, future events or otherwise, except as required by applicable securities laws. Actual results may differ materially from those indicated or underlying forward-looking statements as a result of various factors, including those described below under the heading Risk Factors. Freshii cautions that the list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. See Forward-looking Statements and Risk Factors in the Company s Annual Information Form dated March 22, 2017 for a discussion of the uncertainties, risks and assumptions associated with these statements. Initial Public Offering On January 31, 2017, the Company successfully completed its initial public offering of Class A subordinate voting shares (the Offering ). The Company s Class A subordinate voting shares are listed on the Toronto Stock Exchange under the stock symbol FRII. The Offering of 10,900,000 Class A subordinate voting shares consisted of a treasury issuance ( Treasury Offering ) by the Company of 4,360,000 Class A subordinate voting shares, and a secondary offering of 6,540,000 Class A subordinate voting shares by the selling shareholders. The offering price of C$11.50 resulted in net proceeds to the Company of C$47,131,600 and C$70,697,400 to selling shareholders after underwriting commissions of C$7,521,000. The Company and selling shareholders, other than Jaxii Holdings LLC, a company controlled by Matthew Corrin, the Chairman and Chief Executive Officer of the Company, on a pro rata basis granted the underwriters an over-allotment option to purchase up to an additional 1,635,000 Class A subordinate voting shares at an exercise price of C$11.50 per Class A subordinate voting share. The over-allotment option was fully exercised after the Offering and raised additional net proceeds of C$7,069,740 to the Company and C$10,604,610 to the selling shareholders after underwriting commissions of C$1,128,150. Total proceeds to the Company after underwriting commissions were C$54,201,340. Highlights for the 13 Week Period Ended March 26, 2017 Total revenue for the 13 week period ended March 26, 2017 increased 25% to $4.0 million compared to $3.2 million in the same quarter in the prior fiscal year. The increase in total revenue was driven by growth in franchise revenue which was primarily due to an increase in the number of franchised stores from 185 as of March 27, 2016 to 298 as of March 26, 2017 and the impact of system-wide same-store sales growth. The increase in revenue was also impacted by an increase in store openings of 23 net franchised store openings through the end of the 13 week period ended March 26, 2017, as compared to 13 net store openings through the end of the same 13 week period in fiscal Same-store sales growth for the 13 week period ended March 26, 2017 was 6.4% compared to 7.3% for the same 13 week period ended March 27, System-wide sales grew from $29.1 million for the 13 week period ended March 26, 2017 compared to $18.9 million for the 13 week period ended March 27, 2016, representing an increase of $10.2 million or 54% for the quarter. The increase is attributable to an increase of 110 net new system wide locations, in addition to the same-store sales growth noted above. Net (loss) income was ($0.8) million for the 13 week period ended March 26, 2017 compared to $0.4 million for the 13 week period ended March 27, 2016, representing an decrease of $1.2 million or 300% for the quarter. The decrease is largely related to $1.6 million in non-recurring expenses relating to the Offering incurred during the 13 week period ended March 26, 2017, as well as $1.4 million in compensation costs relating to the grant of restricted share units ( RSUs ) to executive officers, management, employees, and non-management directors of the Company in conjunction with the Offering, in addition in increased operating expenses, offset by an increase in revenue of $0.8 million. 2

4 Adjusted EBITDA was $1.4 million for the 13 week period ended March 26, 2017 compared to $0.8 million for the 13 week period ended March 27, 2016, representing an increase of $0.6 million or 75% for the quarter. The increase is largely related to an increase in revenue of $0.8 million, offset by increases in operating costs. Pro Forma Adjusted EBITDA was $1.6 million for the 13 week period ended March 26, 2017 compared to $0.9 million for the 13 week period ended March 27, 2016, representing an increase of $0.7 million or 78% for the quarter. The increase is largely related to an increase in revenue of $0.8 million, offset by increases in operating costs. Pro Forma Adjusted Net Income was $1.0 million for the 13 week period ended March 26, 2017 compared to $0.5 million for the 13 week period ended March 27, 2016, representing an increase of $0.5 million or 100% for the quarter which related mainly to an increase in revenue of $0.8 million offset by an increase in operating costs to support the franchise segment. The Company paid down $15.0 million of debt under its existing credit facility (the Credit Facility ) with the proceeds from the Offering. Overview Freshii is a fast-growing restaurant brand serving a healthy and customizable menu built around high-quality ingredients such as fresh produce, lean proteins, healthy grains and ethnic spices. Founded in 2005 by Matthew Corrin in Toronto, Canada, Freshii s core mission is to help people all over the world live healthier and better lives by making healthy food convenient and affordable. We believe Freshii is at the forefront of the global health and wellness movement, pioneering the new healthy fast food category. Our goal is to bring healthy food to the masses with convenience and affordability. Our diverse menu is meticulously developed and continues to be evolved by our culinary experts and certified nutritionists and caters to a wide range of dietary preferences. Our menu includes salads, bowls, burritos, wraps, soups, juices, smoothies and frozen yogurt, all of which can be customized with flavourful combinations from a wide variety of high-quality and colourful ingredients. In addition to healthy meals, our broad menu offers snacks that energize customers throughout the day. This menu is also supplemented by seasonal and innovative offerings. Since opening our first store in 2005, Freshii has grown to 301 stores located across 15 countries and in more than 30 states and provinces in North America as of March 26, As of March 26, 2017, our store base was approximately 99% franchised, with 298 franchised locations and three Company-owned stores. Our global footprint is supported by a strong network of 239 franchise partners with signed franchise agreements, of which 169 were operating Freshii restaurants, as of March 26, 2017, who are passionate about bringing healthier food to the masses. Summary of Factors Affecting our Performance We believe that we have a significant growth opportunity ahead of us, building on our successful track record. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the Risk Factors section of this MD&A. 3

5 Our Brand Freshii offers a delicious and diverse menu that energizes people on-the-go, appealing to a broad spectrum of customers across many demographics. We believe the Freshii brand is particularly embraced by the millennial generation, a demographic focused on maintaining a healthy and customized lifestyle. We are opening stores across various countries, demonstrating the global portability of our brand and its broad appeal. We believe Freshii is at the forefront of the global health and wellness movement, pioneering the new healthy fast food category. Our continued success will be based on our ability to continue to: (i) resonate with our audience of people who energize on-the-go, and (ii) grow in both North America and internationally. Any loss of our appeal with our customers could affect our business in a negative manner, and in turn result in adverse financial results. To ensure we mitigate our exposure to any negative impacts to our brand and customer base, we plan to continue to offer and innovate our healthy, compelling and diverse menu offerings at a compelling price point, which our customers have come to trust and expect with our brand. Same-Store Sales Growth Same-store sales growth is a metric used in the restaurant industry to compare sales derived from the established stores during a certain period over the same period in a prior year. Same-store sales growth helps explain what portion of sales growth can be attributed to growth in established locations and what portion can be attributed to the opening of net new stores. Freshii calculates samestore sales growth as the percentage change in year-over-year sales for the system-wide same-store base. Freshii includes a store in the same-store base in the first full quarter following its first 52 full weeks of operations, excluding non-traditional stores. A store is not included in same-store sales if it is closed for one week or longer, such as for remodeling, during the stated period. Same-store sales growth is measured on a constant currency basis to exclude the effect of foreign currency translation. Same-store sales growth is primarily a result of changes in the number of customer transactions and changes in the average transaction size. Freshii s same-store sales growth is primarily impacted by the expansion of its brand awareness, continued menu innovation and the use of its mobile technology. Freshii s same-store sales growth is also impacted by external factors including the macro-economic environment that could affect consumer spending. New Store Openings We have a meaningful opportunity to continue to grow our store network across North America, and internationally, with a particularly compelling opportunity in the U.S. The opening and success of new stores is subject to numerous factors, including the application of passionate and qualified potential franchise partners, the availability of appropriate real estate, the negotiation of suitable lease terms for new locations, and other factors, some of which are beyond Freshii s control. Since the start of fiscal 2015, we have opened an aggregate of 200 net new stores in Canada, the U.S. and internationally. The following table summarizes the change in our store count from the beginning of fiscal 2016 to the end of the 13 week period ended March 26, 2017: Q1 Q2 Q3 Q4 Q1 Total Stores Openings, Net

6 We are targeting to increase our store count by 150 to 160 net new franchised stores to reach 430 to 440 system-wide stores by the end of fiscal 2017 and are targeting a system-wide store count of between 810 and 840 stores by the end of fiscal Our growth plans reflect our disciplined approach to expanding our network as evidenced by our ability to attract high-quality franchise partners and employ a rigorous vetting and selection process. Competition Our primary competition for franchise partners are North American and global franchisors with franchises in the Quick Service Restaurant ( QSR ) and/or Fast Casual Restaurant categories of the Limited Service Restaurant ( LSR ) segment of the restaurant industry. Many of our direct competitors are well-established national, regional or local franchisors with franchises in the markets in which we operate or in which we anticipate operating. Our franchise partners stores primarily compete with LSRs, Full Service Restaurants, take-out operations, delivery operations and grocery stores that offer home meal replacements. Our stores compete for consumers based on taste, quality and price of food, customer service, ambience, location, convenience and overall experience. We believe that our stores offer customers a compelling value proposition flavourful, healthy food that customers feel good about eating, at an affordable price which enables us to differentiate ourselves from our competitors. Our franchise partners competitors are typically unable to offer a comparable scope of healthy eating options in a convenient manner and at an affordable price. Consumer Trends The Fast Casual Restaurant and QSR categories are subject to shifts in consumer trends, preferences and consumer spending which can affect our revenue and operating results adversely. As a result, our proven track record to adapt in an efficient manner to changes in consumer preferences is key to our success over time. Our diverse menu offerings, which include salads, bowls, burritos, wraps, soups, juices, smoothies and frozen yogurt, all of which can be customized, provide us with the ability to optimize our sales mix in a flexible manner. To ensure we can innovate in a timely manner, we have an operational model that allows us to selectively change our menu based on consumers preferences. Our revenue is also impacted by discretionary spending by consumers, which is affected by many factors that are beyond our control, including, but not limited to, general economic conditions, consumer disposable income levels, consumer confidence levels, consumer debt, the cost of basic necessities and other goods and the effects of weather and natural disasters. Foreign Exchange The majority of our revenue is derived from operations in North America. As our consolidated financial statements are presented in U.S. dollars, we have foreign currency exposure with respect to our Canadian operations. The revenue we earn in Canadian dollars is adversely impacted by a decrease in the value of the Canadian dollar relative to the U.S. dollar. Foreign exchange gains and losses are also impacted by the amount of cash that we may have on hand in the Canadian company that is translated from US dollars. Conversely, the majority of our cost of sales and selling, general and administrative expenses are incurred in Canadian dollars and are positively impacted by a decrease in the value of the Canadian dollar relative to the U.S. dollar. The average Canadian dollar exchange rate relative to the U.S. dollar for the first quarter of fiscal 2016 and fiscal 2017 was and 1.324, respectively. Fluctuations in foreign currency exchange rates may impact the comparability of our results from period to period. See Risk Factors below. 5

7 How We Assess the Performance of our Business The key performance indicators measures below are used by management in evaluating the performance of our stores and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the restaurant industry, certain of which are not recognized under IFRS. IFRS Measures Revenue. Our revenue is comprised of franchise revenue and Company-owned store revenue. The following is a brief description of the components of our revenue. Franchise revenue includes revenue that we earn in the form of royalty revenue, franchise fee revenue and other income. Royalties consist of fees earned from our franchise partners equal to a percentage of weekly (or, in the case of international franchise partners, monthly) gross sales. Our franchise agreements require our traditional franchise partners to pay us royalties of 6.0% of franchised store gross sales. Additionally, traditional franchise partners are currently required to pay a corporate advertising fee of 1.5% of gross sales and spend an incremental 1.5% of gross sales on local advertising. Non-traditional franchise partners are required to pay us royalties of between 4.0% and 6.0% of franchised store gross sales and the royalty percentage payable to us could decrease over time as additional franchised stores are opened by the non-traditional franchise partner. Area development franchise partners are required to pay us royalties of 6.0% of franchised store gross sales. Additionally, area development franchise partners are currently required to pay a corporate advertising fee of 1.5% of gross sales and spend an incremental 1.5% of gross sales on local advertising. We are required to evenly split royalties with master franchise partners, which are typically between 6.0% and 8.0%, of franchised store gross sales with our master franchise partners. Additionally, master franchise partners are currently required to pay a corporate advertising fee of 1.5% of gross sales and spend an incremental 1.5% of gross sales on local advertising. Franchise fee revenue consists of initial development and franchise fees related to new stores, fees to renew or extend franchise agreements and transfer fees in connection with transfers of franchised stores to third parties. Initial franchise fees, due and payable when the franchise agreement has been executed, are typically recognized upon the opening of a store and are impacted by the number of new franchise store openings in a specified period and are payable in the local currency (except for our international franchise partners, who are required to pay these amounts in U.S. dollars). Area development and master franchise fees are deferred and recognized as revenue based on initial services performed on a proportional basis, which generally aligns with the total costs completed to date compared to the total costs to fulfil the terms of the franchise agreement. Our franchise agreements provide that traditional franchise partners are required to pay an initial franchise fee of $30,000 which is due upon signing of the franchise agreement. Our non-traditional franchise partners are required to pay a franchise fee between $10,000 and $20,000, which is due upon the applicable store commencing operations. Our area development franchise partners and master franchise partners are required to pay an initial franchise fee of $30,000 to secure one location, plus an additional $15,000 to secure each additional location. Our master franchise partners are required to pay an initial franchise fee of between $30,000 and $35,000 to secure one location, plus an additional 25% to 50% of the initial franchise fee to secure each additional location. The initial franchise fees for our area development franchise partners and master franchise partners are due upon signing of the applicable agreement. After the first location under an area development or master franchise agreement is opened, an additional franchise fee of $15,000 is due upon commencement of operations of each additional location that is opened. Each of the foregoing amounts is payable in the local currency, except for amounts payable by international franchise partners, which are calculated in U.S. dollars. 6

8 Other income relates to certain food and beverage, other product and services coordination fees arising from agreements with vendors and are attributable to North American stores volume purchases. Company-owned store revenue is generated through in-store and delivery sales at our Company-owned stores. Company-owned store revenue is reported net of sales tax, which is remitted to the appropriate tax authorities. Cost of sales. Cost of sales consists of direct food, beverage, paper goods, packaging, labour costs and other store operating costs such as rent, store repair and maintenance costs and utilities at our Company-owned stores. The components of Company-owned store operating expenses are partially variable in nature and fluctuate with changes in sales volume, product mix, commodity costs and labour costs. Selling, general and administrative expenses. Selling, general and administrative expenses are predominantly comprised of wages, benefits, franchise development expenses, other compensation, travel, marketing, accounting fees, legal fees and other expenses related to the corporate infrastructure required to support our franchise stores. We expect our selling, general and administrative expenses to increase as we incur additional legal, accounting, insurance, share-based compensation and other expenses associated with being a public company. Industry Metrics System-wide stores. System-wide stores reflects the number of total stores, including franchised and Company-owned stores, open across the system at the end of a particular reporting period. The number of franchised and Company-owned stores along with the number of operating weeks is used by management to evaluate new store growth, system-wide sales, royalty and franchise fee revenue and the performance of our stores. System-wide sales. System-wide sales represent sales for all of our franchised and Company-owned stores. This measure allows management to assess changes in our overall system performance, the health of our brand and the strength of our market position relative to our competitors. Our system-wide sales are driven by the number of system-wide stores open in any period and same-store sales growth, which is described below. Systemwide sales are measured using the average exchange rate for the period presented to convert the total sales for our stores located outside the U.S. into U.S. dollars. Same-store sales growth. Same-store sales growth reflects the percentage change in year-over-year sales for the system-wide same-store base. We include a store in our same-store base in the first full fiscal quarter following its first 52 full weeks of operations, excluding non-traditional stores. This measure highlights the performance of existing stores open during the period, while excluding the impact of new store openings and closures. A store is not included in same-store sales growth if it is closed for a week or longer, such as for remodeling, during the stated period. Same-store sales growth is measured on a constant currency basis, which means the results exclude the effect of foreign currency translation by using the same foreign exchange translation rate year over year. The foreign exchange rate used is the most recent year end rate of the applicable currency. System-wide AUV. System-wide AUV consists of the average annual sales of system-wide stores that have been open for a trailing 52 week period or longer. This measure is calculated by dividing total sales during the 52 week period for all stores in the system that were open for operations during the entire 52 week period by the number of stores that were open for operations during the entire 52 week period. We apply the average exchange rate over the 52 week period to convert the total sales for our stores located outside the U.S. into U.S. dollars. System-wide AUV growth is driven primarily by increases in same-store sales growth and is influenced over time by the opening of new stores as those stores have been in the system for 52 weeks. A store is not included in systemwide AUV if it is closed for a week or longer, such as for remodeling, during the 52-week period. 7

9 U.S. AUV. U.S. AUV consists of the average annual sales of stores that are located in the U.S., excluding nontraditional stores, and have been open for a trailing 52 week period or longer. This measure is calculated by dividing total sales during the 52 week period for all U.S. stores in the system that were open for operations during the entire 52 week period by the number of U.S. stores that were open for operations during the entire 52 week period. A store is not included in U.S. AUV if it is closed for a week or longer, such as for remodeling, during the 52 week period. Canada AUV. Canada AUV consists of the average annual sales, denominated in Canadian dollars, of Company-owned and franchised stores that are located in Canada, excluding non-traditional stores, and have been open for a trailing 52 week period or longer. This measure is calculated by dividing total sales during the 52 week period for all Canadian stores in the system that were open for operations during the entire 52 week period by the number of Canadian stores that were open for operations during the entire 52 week period. A store is not included in Canada AUV if it is closed for a week or longer, such as for remodeling, during the 52 week period. Non-IFRS Measures EBITDA. EBITDA means net income (loss) before interest costs (net), income tax expense (recovery) and depreciation and amortization. Adjusted EBITDA. Adjusted EBITDA means EBITDA further adjusted for share-based compensation, a foreign exchange loss (gain) associated with the Credit Facility settled during the period, and other expenses and transaction costs in connection with the Offering (as defined herein). Pro Forma Adjusted EBITDA. Pro Forma Adjusted EBITDA means Adjusted EBITDA adjusted for commission costs paid under the Company s Chicago master franchise agreement for which the Company intends to use a portion of the net proceeds from the Treasury Offering to exercise its buyback provision. free cash flow. Free cash flow means an amount equal to Pro Forma Adjusted EBITDA less capital expenditures. free cash flow conversion. Free cash flow conversion means an amount equal to free cash flow divided by Pro Forma Adjusted EBITDA. Adjusted Net Income. Adjusted Net Income means net income further adjusted for share-based compensation, a foreign exchange loss (gain) associated with the Credit Facility settled during the period, and other expenses and transaction costs in connection with the Offering, net of related tax effects. Pro Forma Adjusted Net Income. Pro Forma Adjusted Net Income means Adjusted Net Income further adjusted for commission costs paid under the Company s Chicago master franchise agreement for which the Company intends to use a portion of the net proceeds from the Treasury Offering to exercise its buyback provision, net of related tax effects. 8

10 The following table sets forth our key performance indicators for the 13 week periods ended March 26, 2017 and March 27, 2016 (in thousands, except store data or otherwise noted): March 26, Week Period Ended March 27, 2016 Total revenue $ 4,025 $ 3,231 System-wide stores open at end of period System-wide sales... $ 29,131 $ 18,879 System-wide AUV... $ 474 $ 475 U.S. AUV... $ 602 $ 624 Canada AUV... C$ 606 C$ 551 Same-store base at end of period Same-store sales growth % 7.3% Pro Forma Adjusted EBITDA... $ 1,571 $ 884 Pro Forma Adjusted EBITDA (C$) (1)... C$ 2,080 C$ 1,218 Net Income (loss)... $ (838) $ 430 Adjusted Net Income... $ 937 $ 446 Pro Forma Adjusted Net Income... $ 1,018 $ 515 Net (loss) income per share attributable to the Common Shareholders of the Company (in dollars): Basic EPS $ (0.03) $ 0.01 Diluted EPS $ (0.03) $ 0.01 Note: (1) Represents the C$ Pro Forma Adjusted EBITDA converted at the average exchange rates for each respective period. Selected Quarterly Consolidated Information The following table summarizes our results of operations for the 13 week periods ended March 26, 2017 and March 27, 2016: March 26, Week Period Ended (in thousands) March 27, 2016 Revenue: Franchise revenue... 3,441 2,404 Company-owned store revenue Total revenue... $ 4,025 $ 3,231 Costs and expenses: Cost of sales Selling, general and administrative... 3,667 1,745 Depreciation and amortization Share based compensation expense... 1, Total costs and expenses... $ 5,670 $ 2,510 Income (loss) before interest costs, foreign exchange and income taxes... $ (1,645) $ 721 Interest expense, net Foreign exchange loss (gain)... (463) 12 Income (loss) before income tax expense... (1,260) 648 Income tax expense (recovery)... (422) 218 Net income (loss)... $ (838) $ 430 Currency translation adjustment... (1,109) 46 Comprehensive income (loss)... $ (1,947) $ 476 9

11 The following table summarizes our Consolidated Statement of Balance Sheet Information as at March 26, 2017 and March 27, 2016: As at March 26, 2017 (in thousands) As at December 25, 2016 Consolidated Statements of Balance Sheet Information: Cash... $ 29,507 $ 6,581 Total assets... 36,446 12,243 Non-current financial liabilities Total debt ,000 Equity (deficit)... 29,956 (10,492) The following table shows our cash flows information for the 13 week periods ended March 26, 2017 and March 27, 2016: March 26, Week Period Ended March 27, 2016 (in thousands) Net cash provided by (used in) operations... (3,106) 541 Net cash provided by (used in) investing (30) Net cash provided by (used in) financing... 26,374 (816) Net increase (decrease) in cash... $ 23,355 $ (305) The following table reconciles EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, free cash flow, Adjusted Net Income and Pro Forma Adjusted Net Income to the most directly comparable IFRS financial performance measure. March 26, Week Period Ended (in thousands) March 27, 2016 Net income (loss)... $ (838) $ 430 Interest expense, net Income tax expense (recovery)... (422) 218 Depreciation and amortization EBITDA... $ (1,122) $ 757 Adjustments: Share-based compensation expense (1)... 1, Foreign exchange gain (2)... (481) - Transaction and other costs (3)... 1,608 - Adjusted EBITDA... $ 1,446 $ 778 Chicago master agreement commission costs (4) Pro Forma Adjusted EBITDA... $ 1,571 $ 884 Pro Forma Adjusted EBITDA C$ (6)... C$ 2,080 C$ 1,218 Less capital expenditures... $ 43 $ 35 Free cash flow... $ 1,528 $ 849 Free cash flow conversion % 96.0% 10

12 March 26, Week Period Ended (in thousands) March 27, 2016 Net income (loss)... (838) 430 Adjustments: Share-based compensation expense (1).. 1, Foreign exchange gain (2)... (481) - Transaction and other costs (3)... 1,608 - Related tax effects (5)... (793) (5) Adjusted Net Income... $ 937 $ 446 Adjustments: Chicago master agreement commission costs (4) Related tax effects (5)... (44) (37) Pro Forma Adjusted Net Income (loss) $ 1,018 $ 515 Notes: (1) Represents RSUs granted to executive officers, management, employees, and non-management directors of the Company in conjunction with the Offering in the current period. (2) Represents non-recurring foreign exchange on the Credit Facility. The Credit Facility was repaid during the 13 week period ended March 26, (3) Represents other expenses and transaction costs (that relate to the selling shareholders) in connection with the Offering that was completed during the period. (4) Represents commission costs paid under the Chicago master franchise agreement for which the Company intends to exercise its buyback provision. (5) Related tax effects are calculated at statutory rates in Canada or U.S. depending on adjustment. (6) Represents the C$ Pro Forma Adjusted EBITDA converted at the average exchange rates for each respective period. Factors Affecting the Comparability of our Results Store Activity New store openings and store closures impact our revenue and the comparability of our results from period to period. New stores, system-wide, typically experience a six to 12 month ramp-up period of sales volatility before sales stabilize. The following table shows the growth in our network of franchised and Company-owned stores for the 13 week periods ended March 26, 2017 and March 27, 2016 respectively: For the 13 Week Period Ended March 26, 2017 March 27, 2016 Franchised Store Activity:... Beginning of period Openings Franchise acquisition Closures and relocations... (2) (6) Franchised stores at end of period Company-owned Store Activity: Beginning of period Openings Refranchised locations Closures and relocations... (1) 0 Company-owned stores at end of period Total stores Store Composition Our franchised store base includes traditional, master franchise and non-traditional stores. As at the end of the 13 week periods ended March 27, 2016 and March 26, 2017, the total number of traditional stores was 152 and 244, respectively. As at the end of the 13 week periods ended March 27, 2016 and March 26, 2017, our master 11

13 franchise partners operated 44 and 62 stores, respectively. As at the end of the 13 week periods ended March 27, 2016 and March 26, 2017, the total number of non-traditional stores was 33 and 54, respectively. Our nontraditional stores are located on university campuses, in airports, in hospitals, in fitness centres and within select retailers. Some of our non-traditional locations, including stores on university campuses, do not operate for a full fiscal year as they follow a school-year schedule. As at March 27, 2016 and March 26, 2017, 16 and 20 stores, respectively, were located on university campuses and therefore closed in certain periods of the year. Due to the different store operating periods and menu offerings, the results of many of our non-traditional stores do not follow the results of our traditional stores. Consequently, our store composition will impact the comparability of our results from period to period. Segments We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified two operating segments: franchise store operations and Company-owned store operations. The franchise segment consists of our North American and international franchise stores, which represent the majority of our system-wide stores. At March 26, 2017, the franchise operations segment consisted of 298 stores operated by franchise partners in 15 countries. Revenues in this segment consist primarily of franchise royalty revenue, sales of franchises, area development fees and food coordination fees received. The Company-owned segment consists of our Company-owned stores, located only in Canada. As of March 27, 2016, the Company-owned segment consisted of three stores. We anticipate that the number of Company-owned stores will decrease as a percentage of system-wide stores over time and, accordingly, Companyowned store revenue is expected to decrease as a percentage of total revenue as will our cost of sales. Our Company-owned stores are used as test kitchens, as training centers and for menu innovation. Accordingly, contribution to net income as a percentage of revenue from our Company-owned stores is typically less than in respect of franchised stores. Public Company Expenses As a public company, we have implemented additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. In the first year, we expect to incur additional annual expenses related to these steps and, among other things, additional directors and officers liability insurance, director fees, public company reporting costs, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have also recognized certain non-recurring costs as part of our transition to a publicly traded company, consisting of professional fees and other expenses. Results of Operations 13 Week Period Ended March 26, 2017 Compared to the 13 Week Period Ended March 27, 2016 The following tables summarize our results of operations for the 13 week period ended March 26, 2017 and the 13 week period ended March 27, 2016 (in thousands). 12

14 Amount For the 13 Week Period Ended March 26, 2017 March 27, 2016 Percent of Total Revenue Amount Percent of Total Revenue Revenue Franchise revenue... $ 3,441 85% $ 2,404 74% Company-owned store revenue Total revenue... 4, , Costs and expenses Cost of sales Selling, general and administrative... 3, , Depreciation and amortization Share based compensation expense... 1, Total costs and expenses... 5, , Income (loss) before interest costs, foreign exchange and income taxes... (1,645) (40) Interest expense, net Foreign exchange loss (gain)... (463) (12) 12 0 Income (loss) before income tax expense... (1,260) (30) Income tax expense (recovery)... (422) (9) Net income (loss)... $ (838) (21%) $ % Total Revenue. Total revenue was $4.0 million for the 13 week period ended March 26, 2017, representing an increase of $0.8 million or 25% over the same period in prior year. Total revenue for the 13 week period ended March 27, 2016 was $3.2 million. The increase in total revenue was driven by growth in franchise revenue offset by a decrease in Company-owned store revenue, as described in more detail below. Franchise revenue. Franchise revenue was $3.4 million for the 13 week period ended March 26, 2017, compared to $2.4 million in the same fiscal period in the prior year, representing an increase of $1.0 million or 42%. Royalty revenue was $1.9 million for the 13 week period ended March 26, 2017, an increase of $0.6 million or 46%, as compared to $1.3 million in the same fiscal period in the prior year. The increase in franchise revenue and royalty revenue were primarily due to an increase in the number of franchised stores from 185 as of March 27, 2016 to 298 as of March 26, 2017 and, in addition to the impact of system-wide same-store sales growth. Samestore sales growth was 6.4% in the 13 week period ended March 26, 2017 compared to same-store sales growth of 7.3% in the 13 week period ended March 27, Franchise sales were $0.7 million for the 13 week period ended March 26, 2017, flat in comparison to $0.7 million in the 13 week period ended March 27, Coordination fees received from third parties were $0.8 million for the 13 week period ended March 26, 2017, an increase of $0.4 million as compared to $0.4 million for the 13 week period ended March 27, The increase was primarily due to the increased number of system-wide stores in operation in the 13 week period ended March 26, 2017 together with the additional 23 net store openings in the 13 week period ended March 26, Company-owned store revenue. Company-owned store revenue was $0.6 million for the 13 week period ended March 26, 2017, a decrease of $0.2 million or 25%, as compared to $0.8 million for the 13 week period ended March 27, The decrease was driven by the decrease in Company-owned stores from six as at March 27, 2016 to three as at March 26, The Company refranchised two Company-owned stores in the second and third quarters of fiscal 2016 through a sale of the existing assets to the respective franchise partners. At the third store the Company elected not to renew the lease in January of 2017, and sold the remaining assets to existing franchise partners. Total costs and expenses. Total costs and expenses were $5.7 million for the 13 week period ended March 26, 2017, an increase of $3.2 million or 128%, as compared to $2.5 million during the same fiscal period in the prior year. The increase in total costs was due to $1.6 million in non-recurring expenses relating to the Offering incurred during the 13 week period ended March 26, 2017, as well as $1.4 million in compensation costs relating to the 13

15 grant of RSUs to executive officers, management, employees, and non-management directors of the Company in conjunction with the Offering. Total costs and expenses as a percentage of total revenue were 140% for the 13 week period ended March 26, 2017, compared to 78% for the same fiscal period in the prior year. Cost of sales. Cost of sales were $0.5 million for the 13 week period ended March 26, 2017, a decrease of $0.2 million as compared to $0.7 million in the same fiscal period of the prior year. The decrease was primarily driven by the reduction of Company-owned stores from six to three, as discussed above. Cost of sales as a percentage of Company-owned stores sales were 86% for the 13 week period ended March 26, 2017, compared to 84% for the 13 week period ended March 27, Selling, general and administrative. Selling, general and administrative expenses were $3.7 million for the 13 week period ended March 26, 2017, an increase of $2.0 million as compared to $1.7 million in the same fiscal period in the prior year. The increase was due to $1.6 million in non-recurring expenses relating to the Offering, in addition to an increase in headcount at our corporate headquarters related to franchise support. Selling, general and administrative expenses as a percentage of total revenue was 91% for the 13 week period ended March 26, 2017, compared to 54% in the corresponding periods in the prior fiscal year. Depreciation and amortization. Depreciation and amortization was $0.1 million for the 13 week period ended March 26, 2017, flat compared to $0.1 million in the same fiscal period in the prior fiscal year. There were no significant capital additions in the prior fiscal year to drive a significant increase in depreciation and amortization in the current year. Interest expense, net. Interest expense, net was $0.1 million for the 13 week period ended March 26, 2017, flat in comparison to $0.1 million in the same fiscal period in the prior year. The borrowings under the Credit Facility were repaid on February 7, 2017 in conjunction with the completion of the Offering. Income tax (recovery) expense. Income tax recovery was $(0.4) million for the 13 week period ended March 26, 2017, as compared to an income tax expense of $0.2 million in the same fiscal period in the prior fiscal year. The tax recovery in the current period was primarily due to the net loss in the period. Performance Measures Quarterly Results The following table sets forth certain unaudited operating data for each fiscal quarter during fiscal 2015, fiscal 2016 and the 13 week period ended March 26, Our quarterly results are not necessarily indicative of future operating results. See Non-IFRS Financial Measures, Industry Metrics and Risk Factors. First Quarter Second Quarter Fiscal 2015 Fiscal 2016 Fiscal 2017 Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter (in thousands, except store numbers and sales percentages) Number of system-wide stores open at end of period Number of franchised stores open at end of period Number of companyowned stores open at end of period System-wide sales... $ 12,195 $ 15,336 $ 16,425 $ 17,319 $ 18,879 $ 24,545 $ 26,310 $ 26,384 $ 29,131 Same-store sales growth % 2.5% 3.3% 6.5% 7.3% 7.0% 5.3% 7.7% 6.4% Revenue... $ 2,372 $ 2,829 $ 2,725 $ 3,176 $ 3,231 $ 4,723 $ 4,200 $ 3,964 $ 4,025 14

16 Seasonal factors, in addition to the timing of holidays, can cause the Company s revenue to fluctuate from quarter to quarter. The timing of openings, which are typically slower historically in the first quarter as compared to the remainder of the quarters throughout the year, can lead to revenue fluctuations from one quarter to another. Additionally, the first quarter has historically been a slower period for sales by our restaurants given consumer spending trends following the holiday season as well as adverse weather in our legacy markets. System-wide sales grew to $29.1 million for the 13 week period ended March 26, 2017, compared to $18.9 million for the 13 week period ended March 27, 2016, representing an increase of $10.2 million or 54% for the quarter. The increase relates to an increase of 110 net new franchised locations, in addition to same store sales growth of 6.4% for the 13 week period ended March 26, Same store sales growth for the 13 week period ended March 26, 2017 was 6.4% compared to the 13 week period ended March 27, 2016 of 7.3%. Total revenue was $4.0 million for the 13 week period ended March 26, 2017, representing an increase of $0.8 million or 25% over the same period in prior year. Total revenue for the 13 week period ended March 27, 2016 was $3.2 million. The increase in total revenue was driven by growth in franchise revenue offset by a decrease in Company-owned store revenue. The Company s franchise revenue was $3.4 million for the 13 week period ended March 26, 2017, compared to $2.4 million in the same fiscal period in the prior year, representing an increase of $1.0 million or 42%. Royalty revenue was $1.9 million for the 13 week period ended March 26, 2017, representing an increase of $0.6 million or 46%, as compared to $1.3 million in the same fiscal period in the prior year. The increase in franchise revenue and royalty revenue were primarily due to an increase in the number of franchised stores from 185 as of March 27, 2016 to 298 as of March 26, 2017 and the impact of system-wide samestore sales growth. Same-store sales growth was 6.4% in the 13 week period ended March 26, 2017 compared to same-store sales growth of 7.3% in the 13 week period ended March 27, Franchise sales were $0.7 million for the 13 week period ended March 26, 2017, flat in comparison to $0.7 million in the 13 week period ended March 27, Coordination fees received from third parties were $0.8 million for the 13 week period ended March 26, 2017, an increase of $0.4 million as compared to $0.4 million for the 13 week period ended March 27, The increase was primarily due to the increased number of system-wide stores in operation in the 13 week period ended March 26, 2017 together with the additional 23 net store openings in the 13 week period ended March 26, Recent Developments Using the proceeds from the Offering, the Company intends to exercise its option to buy back its Chicago master franchise agreement. This buy back option includes the development rights and could include the repurchase of three stores owned and operated by the development agent and its affiliates, which stores would then be refranchised. As at May 2, 2017, the Company completed final diligence, and is in discussions to complete the master franchise agreement buy-back. Outlook There has been no change to the Company s outlook previously disclosed in the Company s Management s Discussion and Analysis for the 52 week period ended December 25, Selected Consolidated Statements of Balance Sheet Information (in thousands) 15