Noodles & Company
NOODLES & Co (Form: 10-Q, Received: 11/09/2017 16:50:31)
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Table of Contents


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


     x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
For the quarterly period ended October 3, 2017
or
     o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
Commission File Number: 001-35987
___________________________________________________________
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
_____________________________________________________________
Delaware
 
84-1303469
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
520 Zang Street, Suite D
 
 
Broomfield, CO
 
80021
(Address of principal executive offices)
 
(Zip Code)
 
(720) 214-1900
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
 
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  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x No  o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at November 6, 2017
Class A Common Stock, $0.01 par value per share
 
39,596,738 shares
Class B Common Stock, $0.01 par value per share
 
1,522,098 shares



Table of Contents

TABLE OF CONTENTS

 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





1

Table of Contents

PART I

Item 1. Financial Statements

Noodles & Company
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 
 
October 3,
2017
 
January 3,
2017
 
 
(unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
2,088

 
$
1,837

Accounts receivable
 
2,268

 
5,438

Inventories
 
9,965

 
11,285

Prepaid expenses and other assets
 
7,338

 
6,972

Income tax receivable
 
98

 
256

Total current assets
 
21,757

 
25,788

Property and equipment, net
 
155,210

 
173,533

Goodwill
 
6,400

 
6,400

Intangibles, net

1,586

 
1,715

Other assets, net
 
2,120

 
2,025

Total long-term assets
 
165,316

 
183,673

Total assets
 
$
187,073

 
$
209,461

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
9,718

 
$
10,601

Accrued payroll and benefits
 
7,607

 
10,723

Accrued expenses and other current liabilities
 
21,090

 
27,709

Total current liabilities
 
38,415

 
49,033

Long-term debt, net
 
63,861

 
84,676

Deferred rent
 
38,792

 
44,929

Deferred tax liabilities, net
 
665

 
435

Other long-term liabilities
 
9,444

 
4,570

Total liabilities
 
151,177

 
183,643

 
 
 
 
 
Convertible Series A preferred stock—$0.01 par value, 50,000 shares authorized and designated as of October 3, 2017; zero shares issued and outstanding as of October 3, 2017 and zero shares designated, issued or outstanding as of January 3, 2017
 

 

 
 
 
 
 
Stockholders’ equity:
 
 
 
 
Preferred stock—$0.01 par value, 950,000 shares authorized and undesignated as of October 3, 2017 and 1,000,000 shares authorized and undesignated as of January 3, 2017; zero shares issued and outstanding as of October 3, 2017 and January 3, 2017
 

 

Common stock—$0.01 par value, authorized 180,000,000 shares as of October 3, 2017 and January 3, 2017; 43,542,707 issued and 41,118,836 outstanding as of October 3, 2017 and 30,300,925 issued and 27,877,054 outstanding as of January 3, 2017
 
435

 
303

Treasury stock, at cost, 2,423,871 shares as of October 3, 2017 and January 3, 2017
 
(35,000
)
 
(35,000
)
Additional paid-in capital
 
171,233

 
124,272

Accumulated other comprehensive loss
 
(71
)
 
(51
)
Accumulated deficit
 
(100,701
)
 
(63,706
)
Total stockholders’ equity
 
35,896

 
25,818

Total liabilities and stockholders’ equity
 
$
187,073

 
$
209,461

     See accompanying notes to condensed consolidated financial statements.

2

Table of Contents

Noodles & Company
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data, unaudited)

 
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
Revenue:
 
 
 
 
 
 
 
 
Restaurant revenue
 
$
113,020

 
$
121,442

 
$
340,175

 
$
354,511

Franchising royalties and fees
 
1,191

 
1,239

 
3,543

 
3,563

Total revenue
 
114,211

 
122,681

 
343,718

 
358,074

Costs and expenses:
 
 
 
 
 
 
 
 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
 
Cost of sales
 
29,955

 
33,112

 
91,640

 
95,465

Labor
 
36,897

 
40,973

 
112,921

 
117,723

Occupancy
 
12,709

 
13,792

 
39,340

 
40,794

Other restaurant operating costs
 
15,811

 
18,470

 
49,152

 
53,958

General and administrative
 
9,807

 
15,251

 
29,866

 
35,128

Depreciation and amortization
 
6,183

 
7,006

 
18,729

 
20,983

Pre-opening
 
69

 
856

 
860

 
2,689

Restaurant impairments, closure costs and asset disposals
 
10,263

 
2,283

 
35,147

 
14,547

Total costs and expenses
 
121,694

 
131,743

 
377,655

 
381,287

Loss from operations
 
(7,483
)
 
(9,062
)
 
(33,937
)
 
(23,213
)
Interest expense, net
 
893

 
738

 
2,828

 
1,964

Loss before income taxes
 
(8,376
)
 
(9,800
)
 
(36,765
)
 
(25,177
)
(Benefit) provision for income taxes
 
(41
)
 
41

 
230

 
1,124

Net loss
 
(8,335
)
 
(9,841
)
 
(36,995
)
 
(26,301
)
Accretion of preferred stock to redemption value
 

 

 
(7,967
)
 

Net loss attributable to common stockholders
 
$
(8,335
)
 
$
(9,841
)
 
$
(44,962
)
 
$
(26,301
)
Loss per share of Class A and Class B common stock, combined:
 
 
 
 
 
 
 
 
Basic
 
$
(0.20
)
 
$
(0.35
)
 
$
(1.23
)
 
$
(0.95
)
Diluted
 
$
(0.20
)
 
$
(0.35
)
 
$
(1.23
)
 
$
(0.95
)
Weighted average shares of Class A and Class B common stock outstanding, combined:
 
 
 
 
 
 
 
 
Basic
 
41,109,827

 
27,802,020

 
36,639,382

 
27,786,827

Diluted
 
41,109,827

 
27,802,020

 
36,639,382

 
27,786,827


See accompanying notes to condensed consolidated financial statements.

3

Table of Contents

Noodles & Company
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands, unaudited)

 
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
Net loss
 
$
(8,335
)
 
$
(9,841
)
 
$
(36,995
)
 
$
(26,301
)
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(11
)
 
(24
)
 
(20
)
 
(103
)
Other comprehensive loss
 
(11
)
 
(24
)
 
(20
)
 
(103
)
Comprehensive loss
 
$
(8,346
)
 
$
(9,865
)
 
$
(37,015
)
 
$
(26,404
)

  See accompanying notes to condensed consolidated financial statements.

4

Table of Contents

Noodles & Company
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)

 
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
Operating activities
 
 
 
 
Net loss
 
$
(36,995
)
 
$
(26,301
)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
 
 
 
Depreciation and amortization
 
18,729

 
20,983

Deferred income taxes
 
230

 
1,124

Restaurant impairments, closure costs and asset disposals
 
28,867

 
12,903

Amortization of debt issuance costs
 
288

 
91

Stock-based compensation
 
1,193

 
2,021

Gain on insurance proceeds received for property damage
 

 
(416
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
3,142

 
194

Inventories
 
(358
)
 
(717
)
Prepaid expenses and other assets
 
(460
)
 
(1,315
)
Accounts payable
 
(1,093
)
 
(3,182
)
Deferred rent
 
1,517

 
4,480

Income taxes
 
158

 
121

Accrued expenses and other liabilities
 
(22,147
)
 
6,078

Net cash (used in) provided by operating activities
 
(6,929
)
 
16,064

Investing activities
 
 
 
 
Purchases of property and equipment
 
(17,468
)
 
(33,784
)
Insurance proceeds received for property damage
 

 
500

Net cash used in investing activities
 
(17,468
)
 
(33,284
)
Financing activities
 
 
 
 
Net borrowings from swing line loan
 
6,042

 
2,365

Proceeds from issuance of long-term debt
 
10,532

 
14,900

Payments on long-term debt
 
(37,015
)
 
(1,000
)
Issuance of preferred stock and common stock warrants, net of transaction expenses (see Note 9)
 
16,589

 

Issuance of common stock, net of transaction expenses (see Note 9)
 
29,110

 

Proceeds from exercise of stock options and employee stock purchase plan
 
56

 
1,065

Debt issuance costs
 
(662
)
 
(98
)
Net cash provided by financing activities
 
24,652

 
17,232

Effect of exchange rate changes on cash
 
(4
)
 
42

Net increase in cash and cash equivalents
 
251

 
54

Cash and cash equivalents
 
 
 
 
Beginning of period
 
1,837

 
1,912

End of period
 
$
2,088

 
$
1,966


See accompanying notes to condensed consolidated financial statements.

5

Table of Contents

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

1. Business Summary and Basis of Presentation
Business
Noodles & Company (the “Company”), a Delaware corporation, develops and operates fast casual restaurants that serve globally inspired noodle and pasta dishes, soups, salads and appetizers. As of October 3, 2017 , the Company had 413 company-owned restaurants and 66  franchise restaurants in 29 states and the District of Columbia. The Company operates its business as one operating and reportable segment.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of January 3, 2017 was derived from audited financial statements. These financial statements should be read in conjunction with the audited financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2017 .
Fiscal Year
The Company operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Fiscal year 2017 , which ends on January 2, 2018 , contains 52 weeks, and fiscal year 2016 , which ended on January 3, 2017 , contained 53 weeks. The Company’s fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. The Company’s fiscal quarter that ended October 3, 2017 is referred to as the third quarter of 2017, and the fiscal quarter ended September 27, 2016 is referred to as the third quarter of 2016.
Reclassification
As of January 3, 2017, the Company changed its presentation on the Condensed Consolidated Statements of Cash Flows of borrowings and repayments from its swing line loan to a net basis. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation, which had no impact on the net change in cash and cash equivalents or the amount of net cash provided by financing activities for the applicable prior period presented. This reclassification had no effect on reported net loss.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of the new revenue standard by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The Company plans to adopt the new standards using the modified retrospective approach for the fiscal year and quarter beginning January 3, 2018. The Company does not expect the adoption to have an impact on its recognition of revenue from restaurant operations of company-owned restaurants or its recognition of continuing royalty fees from franchisees. The adoption of the new standard will impact

6


the Company’s recognition of revenue from initial fees charged to franchisees. Currently, the Company recognizes revenue from initial franchise fees when it has performed all of its material obligations and initial services, which is generally upon the opening of a franchised restaurant. Upon the adoption of Topic 606, the Company will recognize the revenue related to initial franchise fees over the term of the related franchise agreement, which is generally 20 years. The Company is currently quantifying the impact of adopting this standard and evaluating the impact the adoption of this accounting standard will have on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The pronouncement amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet and making targeted changes to lessor accounting. This pronouncement will be effective for interim and annual periods beginning after December 15, 2018 (the Company’s first quarter of fiscal 2019), with early adoption permitted. The new lease standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company believes the adoption of ASU No. 2016-02 will have a significant impact on its consolidated balance sheets by significantly increasing its non-current assets and non-current liabilities in order to record the right of use assets and related lease liabilities for its existing operating leases. The Company is currently evaluating the impact the adoption of this accounting standard will have on its results of operations and cash flows and related disclosures.
In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory.” ASU 2016-16 provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The Company does not believe the adoption of this standard will materially impact the Company’s financial position or results of operations and cash flows.

2. Supplemental Financial Information
Property and equipment, net, consists of the following (in thousands):
 
 
October 3,
2017
 
January 3,
2017
Leasehold improvements
 
$
200,249

 
$
205,687

Furniture, fixtures and equipment
 
117,941

 
120,248

Construction in progress
 
3,969

 
8,044

 
 
322,159

 
333,979

Accumulated depreciation and amortization
 
(166,949
)
 
(160,446
)
 
 
$
155,210

 
$
173,533



Accrued expenses and other current liabilities consist of the following (in thousands):
 
 
October 3,
2017
 
January 3,
2017
Gift card liability
 
$
2,768

 
$
3,857

Occupancy related
 
4,505

 
2,069

Utilities
 
1,580

 
1,753

Data breach liabilities
 
7,605

 
11,622

Legal settlement
 

 
3,000

Other accrued expenses
 
4,632

 
5,408

 
 
$
21,090

 
$
27,709




7


3. Long-Term Debt
The Company has a credit facility consisting of a revolving line of credit of $100.0 million , expiring in June 2020. As of October 3, 2017 , the Company had $65.0 million of indebtedness and $3.0 million of letters of credit outstanding under the revolving line of credit. The Company’s ability to borrow funds pursuant to the revolving line of credit is further limited by the requirement that it comply with the revolving line of credit’s financial covenants upon the measurement dates specified therein. These financial covenants include a maximum lease-adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio. The credit agreement also contains other customary covenants, including limitations on additional borrowings, acquisitions, dividend payments and lease commitments.
Subsequent to the three quarters ended October 3, 2017, the Company entered into an amendment to its credit facility on November 8, 2017. Among other things, the amendment (i) increases the lease adjusted leverage ratios and decreases the fixed charge coverage ratios, (ii) increases the interest rate margin applicable to the total lease adjusted leverage levels at and above 3.75 :1.00, (iii) adds mandatory prepayments of $2.5 million per quarter beginning with the fourth quarter of 2017, (iv) provides for a maturity date of June 4, 2019, (v) modifies the capital expenditure covenant so that it applies to the capital expenditures and not only growth capital expenditures and permits total capital expenditures of up to $22.0 million in 2017 and $10.0 million per year thereafter, and (vi) makes certain other changes. Borrowings under the agreement as amended bear interest, at the Company’s option, at either (i) LIBOR plus 2.50% to 3.75% , based on the lease-adjusted leverage ratio or (ii) the highest of the following rates plus 1.50% to 2.75% : (a) the federal funds rate plus 0.50% ; (b) the Bank of America prime rate or (c) the one month LIBOR plus 1.00% . The credit facility includes a commitment fee of 0.35% to 0.55% , based on the lease-adjusted leverage ratio, per year on any unused portion of the credit facility.
The credit facility bore interest between 3.77% and 6.50% during the first three quarters of 2017 . The Company also maintains outstanding letters of credit to secure obligations under its workers’ compensation program and certain lease obligations. The Company was in compliance with all of its debt covenants as of October 3, 2017 .

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

Adjustments to the fair value of non-financial assets measured at fair value on a non-recurring basis as of October 3, 2017 and September 27, 2016 are discussed in Note 7, Restaurant Impairments, Closure Costs and Asset Disposals.

5. Income Taxes
The following table presents the Company’s (benefit) provision for income taxes (in thousands):
 
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
(Benefit) provision for income taxes
 
$
(41
)
 
$
41

 
$
230

 
$
1,124

Effective tax rate
 
0.5
%
 
(0.4
)%
 
(0.6
)%
 
(4.5
)%


During the first quarter of 2016, the Company recorded a valuation allowance against Canadian deferred tax assets. During the second quarter of 2016, the Company determined that it was appropriate to record a valuation allowance against U.S. deferred tax assets. As a result, the effective tax rates for all periods presented reflect the impact of a valuation allowance against U.S. and Canadian deferred tax assets. For the remainder of fiscal 2017, the Company does not anticipate material income tax expense or benefit as a result of the valuation allowance recorded. The Company will maintain the valuation allowance against deferred tax assets until there is sufficient evidence to support a full or partial reversal. The reversal of a previously recorded valuation allowance will generally result in a benefit to the effective tax rate.


8


6. Stock-Based Compensation
The Company’s Stock Incentive Plan, as amended and restated in May of 2013, authorizes the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and incentive bonuses to employees, officers, nonemployee directors and other service providers. The number of shares of common stock available for issuance pursuant to awards granted under the Stock Incentive Plan on or after the Company’s initial public offering shall not exceed 3,750,500 shares.
The following table shows total stock-based compensation expense (in thousands):
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
Stock-based compensation expense
$
248

 
$
1,172

 
$
1,193

 
$
2,021

Capitalized stock-based compensation expense
$
44

 
$
47

 
$
145

 
$
171

Included in stock-based compensation expense in the third quarter of 2016 and in the first three quarters of 2016 is a $0.7 million charge for modifying the outstanding stock options for Kevin Reddy, who resigned from his positions as the Chairman of the Board and Chief Executive Officer of the Company in July 2016. In connection with Mr. Reddy’s departure from the Company, the Company extended the exercise period of Mr. Reddy’s vested options and, as a result, he had the right to exercise his vested options to purchase the Company’s Class A common stock through October 23, 2017. These vested options expired unexercised.

7. Restaurant Impairments, Closure Costs and Asset Disposals
The following table presents restaurant impairments, closure costs and asset disposals (in thousands):
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
Restaurant impairments (1)
$
9,080

 
$
79

 
$
15,053

 
$
10,620

Closure costs (1)
779

 
642

 
19,194

 
1,729

Loss on disposal of assets and other (2)
404

 
1,562

 
900

 
2,198

 
$
10,263

 
$
2,283

 
$
35,147

 
$
14,547


_____________________________
(1)
Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed.
(2)
Included in loss on disposal of assets and other for both the third quarter of 2016 and first three quarters of 2016 is a $1.1 million charge to reduce capitalized labor and overhead as a result of the reduced growth for new restaurant development. Additionally, the third quarter of 2016 and the first three quarters of 2016 include a $0.4 million gain from insurance proceeds received for property damage in excess of the loss recognized.
During the third quarter of 2017, 18 restaurants were identified as impaired, compared to no restaurant impairments during the third quarter of 2016. During the first three quarters of 2017, 31 restaurants were identified as impaired, compared to 12 restaurants impaired during the first three quarters of 2016. Impairment is based on management’s current assessment of the expected future cash flows of a restaurant based on recent results and other specific market factors. Impairment expense is a Level 3 fair value measure and was determined by comparing the carrying value of restaurant assets to the estimated fair market value of the restaurant assets at resale value.
The closure costs of $0.8 million recognized during the third quarter of 2017 and $19.2 million during the first three quarters of 2017 are related to the 55 restaurants closed during the first quarter of 2017, as well as ongoing costs of restaurants closed in the fourth quarter of 2015. Additionally, the $19.2 million of closure costs recognized during the first three quarters of 2017 is net of a gain of $3.6 million which was primarily due to adjustments to the liabilities to landlords as lease terminations occurred for 27 of the 55 restaurants closed during the first quarter of 2017. The closure costs of $0.6 million recognized during the third quarter of 2016 and $1.7 million during the first three quarters of 2016 are related to the ongoing costs of restaurants closed in the fourth quarter of 2015. These expenses are included in the “Restaurant impairments, closure costs and asset disposals” line in the Condensed Consolidated Statements of Operations.

8. Earnings (Loss) Per Share
Basic earnings per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted EPS is calculated using net income (loss)

9


available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period. Potentially dilutive securities include shares of common stock underlying stock options, warrants and restricted common stock. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.
The following table sets forth the computations of basic and diluted EPS (in thousands, except share and per share data):
 
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
Net loss attributable to common stockholders
 
$
(8,335
)
 
$
(9,841
)
 
$
(44,962
)
 
$
(26,301
)
Shares:
 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
 
41,109,827

 
27,802,020

 
36,639,382

 
27,786,827

Effect of dilutive securities
 

 

 

 

Diluted weighted average shares outstanding
 
41,109,827

 
27,802,020

 
36,639,382

 
27,786,827

Loss per share:
 
 
 
 
 
 
 
 
Basic loss per share
 
$
(0.20
)
 
$
(0.35
)
 
$
(1.23
)
 
$
(0.95
)
Diluted loss per share
 
$
(0.20
)
 
$
(0.35
)
 
$
(1.23
)
 
$
(0.95
)


The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. Potential common shares are excluded from the computation of diluted earnings (loss) per share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. The number of shares issuable on the vesting or exercise of share based awards or exercise of outstanding warrants excluded from the calculation of diluted loss per share because the effect of their inclusion would have been anti-dilutive totaled 4,575,537 and 2,813,079 for the third quarters of 2017 and 2016 , respectively, and totaled 7,031,639 and 1,494,700 for first three quarters of 2017 and 2016 , respectively.

9. Stockholders’ Equity
Securities Purchase Agreement with L Catterton
On February 8, 2017, the Company entered into a securities purchase agreement with L Catterton, pursuant to which the Company agreed, in return for aggregate gross proceeds of $18.5 million , to sell to L Catterton an aggregate of 18,500 shares of preferred stock convertible into 4,252,873 shares of the Company’s Class A common stock, par value $0.01 per share, at a price per share of $1,000 , plus warrants exercisable for five years beginning six months following their issuance for the purchase of 1,913,793 shares of the Company’s Class A common stock, at a price per share of $4.35 (such transactions, collectively, the “private placement”). The proceeds have been, and will continue to be used, in conjunction with cash flow from the Company’s operations and the proceeds received from the transaction with Mill Road (see below), to satisfy existing and anticipated liabilities and to fund, in part, certain capital expenditures related to business initiatives in its company-owned restaurants. Any remaining proceeds are expected to be used for general corporate purposes. The funding of the private placement occurred on February 9, 2017 and the net proceeds from the transaction were $16.6 million , after $1.9 million of transaction expenses.
The Company determined that the preferred stock was more akin to an equity security than debt primarily because the preferred stock was contingently redeemable upon the occurrence of an event that was outside of the Company’s control. The proceeds were allocated between the three features of the private placement: the warrants, the embedded beneficial conversion feature in the preferred stock, and the preferred stock itself.  The fair values of the warrants of $3.1 million and the embedded beneficial conversion feature of $3.1 million were recorded as a discount against the stated value of the preferred stock on the date of issuance. The fair value of the warrants was estimated using a Black-Scholes option pricing model which is a Level 2 estimate of fair value.  This discount is amortized, using the interest method, and treated as a deemed dividend through the date of conversion, which results in the accretion of the preferred stock to its full redemption value.
On April 5, 2017, the Company delivered a notice to L Catterton of its election to exercise the conversion option with respect to the Series A Convertible Preferred Stock. The terms of the preferred stock provided that the Company could, at its option upon the satisfaction of certain conditions, cause all outstanding shares of preferred stock to be automatically converted into the Company’s Class A common stock. The conversion of the preferred stock into 4,252,873 shares of the Company’s Class A Common Stock occurred on April 12, 2017. After the conversion, no shares of preferred stock are outstanding.
At the conversion date, all unamortized discounts were recognized immediately as a deemed dividend, which increased the net loss attributable to common stockholders. The amortized discount was $8.0 million for the three quarters ending October 3, 2017.

10


Securities Purchase Agreement with Mill Road Capital
On March 13, 2017, the Company entered into a securities purchase agreement with Mill Road Capital II, L.P. (“Mill Road”), pursuant to which the Company agreed, in return for aggregate gross proceeds of $31.5 million , to issue to Mill Road an aggregate of 8,873,240 shares of its Class A common stock, par value $0.01 per share, at a price per share of $3.55 , which was equal to the closing sale price for the Company’s Class A common stock on March 10, 2017. On April 3, 2017, such shares were issued and the funding of the private placement occurred. The net proceeds from the transaction were $29.1 million during the first three quarters ended October 3, 2017, after $2.4 million of transaction expenses.

10. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows
The following table presents the supplemental disclosures to the Condensed Consolidated Statements of Cash Flows for the three quarters ended October 3, 2017 and September 27, 2016 (in thousands):
 
 
October 3,
2017
 
September 27,
2016
Interest paid (net of amounts capitalized)
 
$
3,028

 
$
1,983

Income taxes refunded
 
(158
)
 
(121
)
Changes in purchases of property and equipment accrued in accounts payable, net
 
(2,144
)
 
(2,014
)
Conversion of Series A convertible preferred stock to common stock
 
18,500

 



11. Commitments and Contingencies
Data Security Incident
Overview
On June 28, 2016, the Company announced that a data security incident compromised the security of the payment information of some customers who used debit or credit cards at certain Noodles & Company locations between January 31, 2016 and June 2, 2016. The malware involved in the incident has been removed, and the Company believes that it no longer poses a risk to credit or debit cards currently being used at affected locations. The Company continues to implement additional security procedures to further secure customers’ debit and credit card information.
Card Company Assessments
In the fourth quarter of 2016, the Company recorded a charge of $10.6 million for estimated losses, at the low end of an estimated range, associated with claims and anticipated claims by payment card companies for non-ordinary course operating expenses, card issuer losses and card replacement costs for which it expects to be liable (the “Data Breach Liabilities”). However, the Company may ultimately be subject to Data Breach Liabilities that are up to $5.5 million greater than that amount. The Company has used and intends to use a portion of the net proceeds of the private placement transactions entered into with L Catterton and Mill Road (both discussed in Note 9, Stockholders’ Equity) to fund the Data Breach Liabilities.
Data Security Litigation
In addition to claims by payment card companies with respect to the data security incident, the Company was a defendant in a purported class action lawsuit in the United States District Court for the District of Colorado (the “Court”), Selco Community Credit Union vs. Noodles & Company, alleging that the Company negligently failed to provide adequate security to protect the payment card information of customers of the plaintiffs and those of other similarly situated credit unions, banks and other financial institutions alleged to be part of the putative class, causing those institutions to suffer financial losses (the “Selco Litigation”). The complaint in the Selco Litigation also claimed the Company was negligent per se based on alleged violations of Section 5 of the Federal Trade Commission Act and sought monetary damages, injunctive relief and attorneys’ fees. On July 21, 2017, the Court granted a Motion to Dismiss in the Selco Litigation in favor of the Company. A notice of appeal of the dismissal was filed on August 15, 2017. Subsequent to the three quarters ended October 3, 2017, on November 2, 2017 a mediation was held and a settlement, which will be funded entirely by insurance proceeds, was reached, which will result in a dismissal of the appeal and a resolution of the Selco Litigation.

11


Fees and Costs
The Company has incurred fees and costs associated with this data security incident, including legal fees, investigative fees, other professional fees and costs of communications with customers. The Company expects to continue to incur significant fees and costs associated with the data security incident in future periods, consisting primarily of liabilities to a payment card company that are not covered by insurance for which the Company has already recorded a charge of $10.6 million (see Note 2, Supplemental Financial Information).
Insurance Coverage
As discussed above, to limit its exposure to losses arising from matters such as the data security incident, the Company maintained at the time of the incident and continues to maintain data privacy liability insurance coverage. This coverage, and certain other customary business insurance coverage, has reduced the Company’s exposure related to the data security incident.
General
It is possible that losses associated with the data security incident could have a material adverse effect on the Company’s results of operations in future periods. The Company will continue to evaluate information as it becomes known and will record an estimate for additional losses at the time or times when it is probable that an additional loss, if any, will be incurred and the amount of any such loss is reasonably estimable.
Delaware Gift Card Litigation
As previously disclosed in prior reports filed with the SEC, the Company is named as a defendant in an action filed in the Superior Court of Delaware in New Castle County (the “Court”), entitled The State of Delaware, William French v. Card Compliant, LLC, et. al . The case was filed under seal in June 2013 and was unsealed on March 26, 2014. The complaint in this case alleges that a number of large retailers and restaurant companies, including the Company, knowingly refused to fulfill obligations under Delaware’s Abandoned Property Law by failing to report and deliver “unclaimed gift card funds” to the State of Delaware, and knowingly made, used or caused to be made or used, false statements and records to conceal, avoid or decrease an obligation to pay or transmit money to Delaware in violation of the Delaware False Claims and Reporting Act. The complaint seeks an order that the Company cease and desist from violating the Delaware Abandoned Property Law, monetary damages (including treble damages under the False Claims and Reporting Act), penalties, and attorneys’ fees and costs. On November 23, 2015, the Court ruled on a motion to dismiss the complaint. While the Court granted the motion to dismiss with respect to a claim alleging that the defendants intended to defraud the government or willfully concealed property owed to the government and for which a certificate or receipt was provided, it did not dismiss the other claims alleging that the defendants knowingly made false statements to avoid transmitting money to the government. The trial date with respect to this matter is set for May 21, 2018. The defendants have filed a motion for summary judgment in the case. A motion and supplemental motion for summary judgment have been filed on behalf of the Company. Oral argument on the motion for summary judgment is set for November 8, 2017. In 2015 the Company recorded a loss contingency accrual based on a reasonable estimate of the probable losses that might arise from this matter; this loss contingency accrual did not have a material effect on our results of operations. However, the Company may ultimately be subject to greater losses resulting from the litigation. The Company intends to continue to vigorously defend this action.
Other Matters
In the normal course of business, the Company is subject to other proceedings, lawsuits and claims. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of October 3, 2017. These matters could affect the operating results of any one financial reporting period when resolved in future periods. The Company believes that an unfavorable outcome with respect to these matters is remote or a potential range of loss is not material to its consolidated financial statements. Significant increases in the number of these claims, or one or more successful claims that result in greater liabilities than the Company currently anticipates, could materially and adversely affect its business, financial condition, results of operations or cash flows.


12


NOODLES & COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Noodles & Company is a Delaware corporation that was organized in 2002. Noodles & Company and its subsidiaries are sometimes referred to as “we,” “us,” “our” and the “Company” in this report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for our fiscal year ended January 3, 2017 . We operate on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Our fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. Fiscal year 2017 contains 52 weeks and fiscal year 2016 contained 53 weeks.    
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties such as the number of restaurants we intend to open, projected capital expenditures and estimates of our effective tax rates. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on currently available operating, financial and competitive information. Examples of forward-looking statements include all matters that are not historical facts, such as statements regarding estimated costs associated with our closure of underperforming restaurants, the implementation and results of strategic initiatives and our future financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements due to reasons including, but not limited to, our ability to achieve and maintain increases in comparable restaurant sales and to successfully execute our business strategy, including new restaurant initiatives and operational strategies to improve the performance of our restaurant portfolio; our ability to maintain compliance with debt covenants and continue to access financing necessary to execute our business strategy; costs associated with our data security incident, including losses associated with settling payment card networks’ expected claims; the success of our marketing efforts; our ability to open new restaurants on schedule; current economic conditions; price and availability of commodities; our ability to adequately staff our restaurants; changes in labor costs; consumer confidence and spending patterns; consumer reaction to industry related public health issues and perceptions of food safety; seasonal factors; weather; and those discussed in “Special Note Regarding Forward-Looking Statements” and “Risk Factors” as filed in our Annual Report on Form 10-K for our fiscal year ended January 3, 2017 .
Key Measures We Use to Evaluate Our Performance
To evaluate the performance of our business, we utilize a variety of financial and performance measures. These key measures include revenue, average unit volumes (“AUVs”), comparable restaurant sales, restaurant contribution, EBITDA and adjusted EBITDA.
Revenue
Restaurant revenue represents sales of food and beverages in company-owned restaurants. Several factors affect our restaurant revenue in any period, including the number of restaurants in operation and per-restaurant sales.
Franchise royalties and fees represent royalty income and initial franchise fees. While we expect that the majority of our revenue and net income growth will be driven by company-owned restaurants, our franchise restaurants remain an important factor impacting our revenue and financial performance.
Seasonal factors cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically lower in the first and fourth quarters, due to reduced winter and holiday traffic, and is higher in the second and third quarters. As a result of these factors, our quarterly and annual operating results and comparable restaurant sales may fluctuate significantly.

13

Table of Contents

Average Unit Volumes (“AUVs”)
AUVs consist of the average annualized sales of all company-owned restaurants for the trailing 12 periods. AUVs are calculated by dividing restaurant revenue by the number of operating days within each time period and multiplying by 361, which is the number of operating days we have in a typical year. This measurement allows management to assess changes in consumer traffic and per-person spending patterns at our restaurants.
Comparable Restaurant Sales
Comparable restaurant sales refer to year-over-year sales comparisons for the comparable restaurant base. We define the comparable restaurant base to include restaurants open for at least 18 full periods. This measure highlights performance of existing restaurants, as the impact of new restaurant openings is excluded. Changes in comparable restaurant sales are generated by changes in traffic, which we calculate as the number of entrées sold, or changes in per-person spend, calculated as sales divided by traffic. Per-person spend can be influenced by changes in menu prices and the mix and number of items sold per person.
Measuring our comparable restaurant sales allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales, including:
consumer recognition of our brand and our ability to respond to changing consumer preferences;

overall economic trends, particularly those related to consumer spending;

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

pricing;

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

marketing and promotional efforts;

weather;

food safety and foodborne illness concerns;

local competition;

trade area dynamics;

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

opening new restaurants in the vicinity of existing locations.
Since opening new company-owned and franchise restaurants is a part of our growth strategy and we anticipate new restaurants will be a component of our revenue growth (albeit to a lesser extent in future periods, as discussed below), comparable restaurant sales are only one measure of how we evaluate our performance.
Restaurant Contribution and Restaurant Contribution Margin
Restaurant contribution represents restaurant revenue less restaurant operating costs which are cost of sales, labor, occupancy and other restaurant operating costs. Restaurant contribution margin represents restaurant contribution as a percentage of restaurant revenue.
Management believes that restaurant contribution and restaurant contribution margin are important tools for investors and other interested parties because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management also uses restaurant contribution and restaurant contribution margin as metrics to evaluate the profitability of incremental sales at our restaurants, restaurant performance across periods and restaurant financial performance compared with competitors. Restaurant contribution and restaurant contribution margin are supplemental measures of the operating performance of our restaurants and are not reflective of the underlying performance of our business because corporate-level expenses are excluded from these measures.

14

Table of Contents

EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes and depreciation and amortization. We define adjusted EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes, depreciation and amortization, restaurant impairments, closure costs and asset disposals, litigation settlements, severance costs and stock-based compensation.
Management believes that EBITDA and adjusted EBITDA provide clear pictures of our operating results by eliminating certain non-cash expenses that may vary widely from period to period and are not reflective of the underlying business performance.
The presentation of restaurant contribution, restaurant contribution margin, EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or to be superior to, the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information to management and investors about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.
Recent Trends, Risks and Uncertainties
Restaurant Development. In 2016, we significantly reduced our rate of company-owned restaurant unit growth, which we anticipate will result in our revenue growing at a slower rate than would be expected if our unit growth rate continued at the historical rate. In 2017, we will open 13 company-owned restaurants; 11 openings occurred in the first three quarters of 2017. We will not open restaurants in new markets for the remainder of 2017 or 2018, and most of our openings have been and will continue to be in well-established markets where we maintain strong brand awareness and restaurant-level financial performance that exceeds company averages. We believe this more moderate growth strategy will enhance our ability to focus on improving restaurant operations and profitability. We will continue to evaluate our company-owned restaurant growth rate based on our operational and financial performance, capital resources and real estate opportunities. Furthermore, pre-opening costs have decreased and we anticipate them to continue to decrease as a result of the more moderate anticipated growth rate.
Certain Restaurant Closures. We closed 55 restaurants in the first quarter of 2017. These restaurants significantly underperformed our restaurant averages, as measured by AUVs, restaurant contribution margin and cash flow. Many of these restaurants were opened in the last two to three years in newer markets where brand awareness of our restaurants is not as strong and where it has been more difficult to adequately staff our restaurants. We believe closing these restaurants will favorably affect our future restaurant contribution, restaurant contribution margin, adjusted EBITDA, adjusted EBITDA margin and net income.
Comparable Restaurant Sales. In the third quarter of 2017, comparable restaurant sales decreased 3.5% system-wide, decreased 3.8% for company-owned restaurants, and decreased 1.6% for franchise restaurants. During the first three quarters of 2017, comparable restaurant sales decreased 3.0% system-wide, decreased 3.4% for company-owned restaurants, and decreased 0.3% for franchise restaurants. Comparable restaurant sales represent year-over-year sales comparisons for restaurants open for at least 18 full periods. Our comparable restaurant sales decreased primarily as a result of underperformance at company-owned restaurants.
Increased Labor Costs. Similar to much of the restaurant industry, our labor costs have risen in recent periods and we expect that labor costs will continue to rise in future periods as wage rates and benefit costs increase. Some jurisdictions, including some of those in which we operate, have recently increased their minimum wage by a significant amount, and other jurisdictions are considering similar actions. Significant additional government-imposed increases could materially affect our labor costs.

15

Table of Contents

Results of Operations
The following table presents a reconciliation of net loss to EBITDA and adjusted EBITDA:
 
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
 
 
(in thousands, unaudited)
Net loss
 
$
(8,335
)
 
$
(9,841
)
 
$
(36,995
)
 
$
(26,301
)
Depreciation and amortization
 
6,183

 
7,006

 
18,729

 
20,983

Interest expense, net
 
893

 
738

 
2,828

 
1,964

(Benefit) provision for income taxes
 
(41
)
 
41

 
230

 
1,124

EBITDA
 
$
(1,300
)
 
$
(2,056
)
 
$
(15,208
)
 
$
(2,230
)
Restaurant impairments, closure costs and asset disposals (1)
 
10,263

 
2,283

 
35,147

 
14,547

Litigation settlement (2)
 

 
3,000

 
(421
)
 
3,000

Fees and costs related to the registration statement and related transactions (3)
 

 

 
679

 

Severance costs (4)
 
248

 
1,740

 
580

 
1,740

Stock-based compensation expense (5)
 
248

 
1,219

 
1,193

 
2,192

Adjusted EBITDA
 
$
9,459

 
$
6,186

 
$
21,970

 
$
19,249

_____________________
(1)
The third quarter of 2017 includes the impairment of 18 restaurants, compared to no restaurant impairments during the third quarter of 2016. The first three quarters of 2017 include the closure costs related to the 55 restaurants closed in the first quarter of 2017 and the impairment of 31 restaurants. The first three quarters of 2016 include the impairment of 12 restaurants. All periods include the ongoing closure costs of restaurants closed in the fourth quarter of 2015. See Note 7, Restaurant Impairments, Closure Costs and Asset Disposals.
(2)
The first three quarters of 2017 includes a gain on an employment-related litigation settlement due to final settlement being less than what the Company had previously accrued. The third quarter of 2016 included the initial charge of $3.0 million recorded to cover the estimated costs of an employment-related litigation settlement.
(3)
The first three quarters of 2017 include expenses related to the registration statement the Company filed in the first quarter of 2017, which registration statement was later withdrawn.
(4)
The first three quarters of 2017 include severance costs related to the departure of our Chief Operations Officer and additional changes to operations departmental structure. The third quarter of 2016 included severance costs from a reduction in headcount as a result of reducing new restaurant development.
(5)
Included in stock-based compensation expense in the third quarter of 2016 and in the first three quarters of 2016 is a $0.7 million charge for modifying the outstanding stock options for Kevin Reddy, who resigned from his positions as the Chairman of the Board and Chief Executive Officer of the Company in July 2016.

Restaurant Openings, Closures and Relocations
The following table shows restaurants opened or closed during the periods indicated:
 
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
Company-Owned Restaurant Activity
 
 
 
 
 
 
 
 
Beginning of period
 
413

 
443

 
457

 
422

Openings
 

 
12

 
11

 
34

Closures
 

 

 
(55
)
 
(1
)
Restaurants at end of period
 
413

 
455

 
413

 
455

Franchise Restaurant Activity
 
 
 
 
 
 
 
 
Beginning of period
 
73

 
71

 
75

 
70

Openings
 
1

 
2

 
3

 
4

Closures
 
(8
)
 

 
(12
)
 
(1
)
Restaurants at end of period
 
66

 
73

 
66

 
73

Total restaurants
 
479

 
528

 
479

 
528



16

Table of Contents

The following table summarizes key components of our results of operations for the periods indicated as a percentage of our total revenue, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.
 
 
Fiscal Quarter Ended
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
 
October 3,
2017
 
September 27,
2016
Revenue:
 
 
 
 
 
 
 
 
Restaurant revenue
 
99.0
 %
 
99.0
 %
 
99.0
 %
 
99.0
 %
Franchising royalties and fees
 
1.0
 %
 
1.0
 %
 
1.0
 %
 
1.0
 %
Total revenue
 
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Costs and expenses:
 
 
 
 
 
 
 
 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below): (1)
 
 
 
 
 
 
 
 
Cost of sales
 
26.5
 %
 
27.3
 %
 
26.9
 %
 
26.9
 %
Labor
 
32.6
 %
 
33.7
 %
 
33.2
 %
 
33.2
 %
Occupancy
 
11.2
 %
 
11.4
 %
 
11.6
 %
 
11.5
 %
Other restaurant operating costs
 
14.0
 %
 
15.2
 %
 
14.4
 %
 
15.2
 %
General and administrative
 
8.6
 %
 
12.4
 %
 
8.7
 %
 
9.8
 %
Depreciation and amortization
 
5.4
 %
 
5.7
 %
 
5.4
 %
 
5.9
 %
Pre-opening
 
0.1
 %
 
0.7
 %
 
0.3
 %
 
0.8
 %
Restaurant impairments, closure costs and asset disposals
 
9.0
 %
 
1.9
 %
 
10.2
 %
 
4.1
 %
Total costs and expenses
 
106.6
 %
 
107.4
 %
 
109.9
 %
 
106.5
 %
Loss from operations
 
(6.6
)%
 
(7.4
)%
 
(9.9
)%
 
(6.5
)%
Interest expense, net
 
0.8
 %
 
0.6
 %
 
0.8
 %
 
0.5
 %
Loss before income taxes
 
(7.3
)%
 
(8.0
)%
 
(10.7
)%
 
(7.0
)%
(Benefit) provision for income taxes
 
 %
 
 %
 
0.1
 %
 
0.3
 %
Net loss
 
(7.3
)%
 
(8.0
)%
 
(10.8
)%
 
(7.3
)%
______________________________
(1)
As a percentage of restaurant revenue.



17

Table of Contents

Third Quarter Ended October 3, 2017 Compared to Third Quarter Ended September 27, 2016
The table below presents our unaudited operating results for the third quarters of 2017 and 2016 , and the related quarter-over-quarter changes.
 
 
Fiscal Quarter Ended
 
Increase / (Decrease)
 
 
October 3,
2017
 
September 27,
2016
 
$
 
%
 
 
 
 
 
 
(in thousands)
Revenue:
 
 
 
 
 
 
 
 
Restaurant revenue
 
$
113,020

 
$
121,442

 
$
(8,422
)
 
(6.9
)%
Franchising royalties and fees
 
1,191

 
1,239

 
(48
)
 
(3.9
)%
Total revenue
 
114,211

 
122,681

 
(8,470
)
 
(6.9
)%
Costs and expenses:
 
 
 
 
 
 
 
 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
 
Cost of sales
 
29,955

 
33,112

 
(3,157
)
 
(9.5
)%
Labor
 
36,897

 
40,973

 
(4,076
)
 
(9.9
)%
Occupancy
 
12,709

 
13,792

 
(1,083
)
 
(7.9
)%
Other restaurant operating costs
 
15,811

 
18,470

 
(2,659
)
 
(14.4
)%
General and administrative
 
9,807

 
15,251

 
(5,444
)
 
(35.7
)%
Depreciation and amortization
 
6,183

 
7,006

 
(823
)
 
(11.7
)%
Pre-opening
 
69

 
856

 
(787
)
 
(91.9
)%
Restaurant impairments, asset disposals and closure costs
 
10,263

 
2,283

 
7,980

 
*

Total costs and expenses
 
121,694

 
131,743

 
(10,049
)
 
(7.6
)%
Loss from operations
 
(7,483
)
 
(9,062
)
 
1,579

 
17.4
 %
Interest expense, net
 
893

 
738

 
155

 
21.0
 %
Loss before income taxes
 
(8,376
)
 
(9,800
)
 
1,424

 
14.5
 %
(Benefit) provision for income taxes
 
(41
)
 
41

 
(82
)
 
*

Net loss
 
$
(8,335
)
 
$
(9,841
)
 
$
1,506

 
15.3
 %
Company-owned:
 
 
 
 
 
 
 
 
Average unit volumes
 
$
1,066

 
$
1,087

 
$
(21
)
 
(1.9
)%
Comparable restaurant sales
 
(3.8
)%
 
(0.9
)%
 


 


__________________
*
Not meaningful.

Revenue
Total revenue decreased $8.5 million in the third quarter of 2017 , or 6.9% , to $114.2 million , compared to $122.7 million in the third quarter of 2016 . This decrease was due to the impact of closing 55 company-owned restaurants in the first quarter of 2017 and the decline in comparable company-owned restaurant sales, partially offset by additional restaurant openings since the beginning of the third quarter of 2016. Additionally, AUVs decreased $21 ,000 compared to the prior year. AUV’s for the trailing twelve months were $1,066,000 .
Comparable restaurant sales decreased by 3.8% at company-owned restaurants, decreased by 1.6% at franchise-owned restaurants and decreased by 3.5% system-wide in the third quarter of 2017 .

18

Table of Contents

Cost of Sales
Cost of sales decreased by $3.2 million , or 9.5% , in the third quarter of 2017 compared to the same period of 2016 , due primarily to the decrease in restaurant revenue in the third quarter of 2017 . As a percentage of restaurant revenue, cost of sales decreased to 26.5% in the third quarter of 2017 from 27.3% in third quarter of 2016 . The decrease as a percentage of restaurant revenue was primarily due to less promotional activity and favorable beef pricing.
Labor Costs
Labor costs decreased by $4.1 million , or 9.9% , in the third quarter of 2017 compared to the same period of 2016 , due primarily to the decrease in restaurant revenue in the third quarter of 2017 . As a percentage of restaurant revenue, labor costs decreased to 32.6% in the third quarter of 2017 from 33.7% in the third quarter of 2016 . The decrease as a percentage of restaurant revenue was driven by the benefit of closing underperforming restaurants in the first quarter of 2017 and labor savings initiatives.
Occupancy Costs
Occupancy costs decreased by $1.1 million , or 7.9% , in the third quarter of 2017 compared to the third quarter of 2016 . As a percentage of revenue, occupancy costs decreased to 11.2% in the third quarter of 2017 , compared to 11.4% in the third quarter of 2016 . The decrease was due primarily to the favorable impact of restaurant closures during the first quarter of 2017.
Other Restaurant Operating Costs
Other restaurant operating costs decreased by $2.7 million , or 14.4% , in the third quarter of 2017 compared to the third quarter of 2016 , due primarily to decreased restaurant revenue in the third quarter of 2017 and lower marketing expense. As a percentage of restaurant revenue, other restaurant operating costs decreased to 14.0% in the third quarter of 2017 from 15.2% in the third quarter of 2016 , due primarily to a reduction in marketing spending.
General and Administrative Expense
General and administrative expense decreased by $ 5.4 million , or 35.7% , in the third quarter of 2017 compared to the third quarter of 2016 , primarily attributable to the recognition of $2.5 million of severance expenses and the initial $3.0 million charge related to the employment-related litigation settlement in the third quarter of 2016. As a percentage of revenue, general and administrative expense decreased to 8.6% in the third quarter of 2017 from 12.4% in the third quarter of 2016 .
Depreciation and Amortization
Depreciation and amortization decreased by $0.8 million , or 11.7% , in the third quarter of 2017 compared to the third quarter of 2016 . As a percentage of revenue, depreciation and amortization decreased to 5.4% in the third quarter of 2017 from 5.7% in the third quarter of 2016 , due primarily to restaurants impaired or closed in prior quarters.
Pre-Opening Costs
Pre-opening costs decreased by $0.8 million , or 91.9% , in the third quarter of 2017 compared to the third quarter of 2016 . As a percentage of revenue, pre-opening costs decreased to 0.1% in the third quarter of 2017 from 0.7% in the third quarter of 2016 . The decrease in pre-opening costs was due to fewer restaurants under construction compared to the comparable period in the prior year.
Restaurant Impairments, Closure Costs and Asset Disposals
Restaurant impairments, closure costs and asset disposals increased by $8.0 million in the third quarter of 2017 compared to the third quarter of 2016 . The increase was primarily due to the impairment of 18 restaurants during the third quarter of 2017, partially offset by a $1.1 million charge to reduce capitalized labor and overhead as a result of the reduced growth for new restaurant development recognized in the third quarter of 2016. Additionally, the third quarter of 2016 included a $0.4 million gain from insurance proceeds received for property damage in excess of the loss recognized.
Each quarter we evaluate possible impairment of fixed assets at the restaurant level and record an impairment loss whenever we determine that the fair value of these assets is less than their carrying value. There can be no assurance that such evaluations will not result in additional impairment costs in future periods.
Interest Expense
Interest expense increased by $0.2 million in the third quarter of 2017 compared to the third quarter of 2016 . The increase was the result of an increase in the average interest rate on our credit facility in the third quarter of 2017 compared to the third quarter of 2016 and higher amortization of debt issuance costs, partially offset by lower average debt balances during the third quarter of 2017 compared to the prior year.

19

Table of Contents

Provision (Benefit) for Income Taxes
The effective tax rate for both the third quarter of 2017 and 2016 reflects the impact of a valuation allowance against U.S. and Canadian deferred tax assets. As of October 3, 2017 , we continued to maintain a full valuation allowance on our U.S. and Canadian deferred tax assets due to uncertainty regarding the realizability of future tax benefits. The effective tax rate was 0.5% for the third quarter of 2017 compared to (0.4)% for the third quarter of 2016 due to changes in pre-tax book income. For the remainder of fiscal 2017 we do not anticipate material income tax expense or benefit because of the valuation allowance recorded.

Three Quarters Ended October 3, 2017 Compared to Three Quarters Ended September 27, 2016
The table below presents our unaudited operating results for the first three quarters of 2017 and 2016 , and the related period-over-period changes.
 
 
Three Fiscal Quarters Ended
 
Increase / (Decrease)
 
 
October 3,
2017
 
September 27,
2016
 
$
 
%
 
 
 
 
 
 
(in thousands, except percentages)
Revenue:
 
 
 
 
 
 
 
 
Restaurant revenue
 
$
340,175

 
$
354,511

 
$
(14,336
)
 
(4.0
)%
Franchising royalties and fees
 
3,543

 
3,563

 
(20
)
 
(0.6
)%
Total revenue
 
343,718

 
358,074

 
(14,356
)
 
(4.0
)%
Costs and expenses:
 
 
 
 
 
 
 
 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
 
Cost of sales
 
91,640

 
95,465

 
(3,825
)
 
(4.0
)%
Labor
 
112,921

 
117,723

 
(4,802
)
 
(4.1
)%
Occupancy
 
39,340

 
40,794

 
(1,454
)
 
(3.6
)%
Other restaurant operating costs
 
49,152

 
53,958

 
(4,806
)
 
(8.9
)%
General and administrative
 
29,866

 
35,128

 
(5,262
)
 
(15.0
)%
Depreciation and amortization
 
18,729

 
20,983

 
(2,254
)
 
(10.7
)%
Pre-opening
 
860

 
2,689

 
(1,829
)
 
(68.0
)%
Restaurant impairments, asset disposals and closure costs
 
35,147

 
14,547

 
20,600

 
*

Total costs and expenses
 
377,655

 
381,287

 
(3,632
)
 
(1.0
)%
Loss from operations
 
(33,937
)
 
(23,213
)
 
(10,724
)
 
(46.2
)%
Interest expense, net
 
2,828

 
1,964

 
864

 
44.0
 %
Loss before income taxes
 
(36,765
)
 
(25,177
)
 
(11,588
)
 
(46.0
)%
Provision for income taxes
 
230

 
1,124

 
(894
)
 
(79.5
)%
Net loss
 
$
(36,995
)
 
$
(26,301
)
 
$
(10,694
)
 
(40.7
)%
Company-owned:
 
 
 
 
 
 
 
 
Average unit volumes
 
$
1,066

 
$
1,087

 
$
(21
)
 
(1.9
)%
Comparable restaurant sales
 
(3.4
)%
 
(0.6
)%
 


 


________________
*
Not meaningful.




20

Table of Contents

Revenue
Total revenue decreased by $14.4 million , or 4.0% , in the first three quarters of 2017 , to $343.7 million compared to $358.1 million in the same period of 2016 . This decrease was due to the impact of closing 55 company-owned restaurants in the first quarter of 2017 and the decline in comparable company-owned restaurant sales, partially offset by additional restaurant openings since the beginning of 2016.
Comparable restaurant sales decreased by 3.4% at company-owned restaurants, decreased by 0.3% at franchise-owned restaurants and decreased by 3.0% system-wide in the first three quarters of 2017 .
Cost of Sales
Cost of sales decreased by $3.8 million , or 4.0% , in the first three quarters of 2017 compared to the same period of 2016 , due primarily to the decrease in restaurant revenue in the first three quarters of 2017 . As a percentage of restaurant revenue, cost of sales remained flat at 26.9% in the first three quarters of 2017 compared to the first three quarters of 2016 .
Labor Costs
Labor costs decreased by $4.8 million , or 4.1% , in the first three quarters of 2017 compared to the same period of 2016 , due primarily to the decrease in restaurant revenue in the first three quarters of 2017 . As a percentage of restaurant revenue, labor costs remained flat at 33.2% in the first three quarters of 2017 compared to the first three quarters of 2016 .
Occupancy Costs
Occupancy costs decreased by $1.5 million , or 3.6% , in the first three quarters of 2017 compared to the first three quarters of 2016 , due primarily to the favorable impact of restaurant closures during the latter part of the first quarter of 2017. As a percentage of revenue, occupancy costs increased to 11.6% in first three quarters of 2017 , compared to 11.5% in the first three quarters of 2016 , primarily due to deleverage on lower AUVs.
Other Restaurant Operating Costs
Other restaurant operating costs decreased by $4.8 million , or 8.9% , in the first three quarters of 2017 compared to the first three quarters of 2016 , due primarily to decreased restaurant revenue in the first three quarters of 2017 and lower marketing expense. As a percentage of restaurant revenue, other restaurant operating costs decreased to 14.4% in the first three quarters of 2017 , compared to 15.2% in the first three quarters of 2016 , due primarily to a reduction in marketing spending.
General and Administrative Expense
General and administrative expense decreased by $ 5.3 million , or 15.0% , in the first three quarters of 2017 compared to the first three quarters of 2016 , due primarily to the recognition of $2.5 million of severance expenses and the initial $3.0 million charge related to the employment-related litigation settlement in the third quarter of 2016. As a percentage of revenue, general and administrative expense decreased to 8.7% in the first three quarters of 2017 compared to 9.8% in the first three quarters of 2016 .
Depreciation and Amortization
Depreciation and amortization decreased by $2.3 million , or 10.7% , in the first three quarters of 2017 compared to the first three quarters of 2016 . As a percentage of revenue, depreciation and amortization decreased to 5.4% in the first three quarters of 2017 , compared to 5.9% in the first three quarters of 2016 , due to restaurants impaired or closed in prior quarters.
Pre-Opening Costs
Pre-opening costs decreased by $1.8 million , or 68.0% , in the first three quarters of 2017 compared to the first three quarters of 2016 . As a percentage of revenue, pre-opening costs decreased to 0.3% in the first three quarters of 2017 compared to 0.8% in the first three quarters of 2016 . The decrease in pre-opening costs was due to fewer restaurants under construction compared to the comparable period in the prior year.
Restaurant Impairments, Closure Costs and Asset Disposals
Restaurant impairments, closure costs and asset disposals increased by $20.6 million in the first three quarters of 2017 compared to the first three quarters of 2016 . The increase was primarily due to the closure of 55 restaurants in the first quarter of 2017 and the impairment of 31 restaurants during the first three quarters of 2017, compared to the impairment of 12 restaurants during the first three quarters of 2016. Both periods include ongoing costs of restaurants closed in the fourth quarter of 2015.

21

Table of Contents

Interest Expense
Interest expense increased by $0.9 million in the first three quarters of 2017 compared to the same period of 2016 . The increase was the result of an increase in the average interest rate on our credit facility in the first three quarters of 2017 compared to the first three quarters of 2016 , and higher amortization of debt issuance costs, partially offset by lower average debt balances during the first three quarters of 2017 compared to the prior year.
Provision for Income Taxes
In the first three quarters of 2017, we had a provision for income taxes of $0.2 million compared to a provision for income taxes of $1.1 million in the first three quarters of 2016. During the first quarter of 2016, the Company recorded a valuation allowance against Canadian deferred tax assets. During the second quarter of 2016, the Company determined that it was appropriate to record a valuation allowance against U.S. deferred tax assets. As a result, the effective tax rate for the first three quarters of 2017 and 2016, reflects the impact of a valuation allowance against U.S. and Canadian deferred tax assets. The provision for income taxes for the first three quarters of 2016 was primarily related to the establishment of the valuation allowance against U.S. deferred tax assets. As of October 3, 2017, we continued to maintain a full valuation allowance on our U.S. and Canadian deferred tax assets due to uncertainty regarding the realizability of future tax benefits. As a result, the effective tax rate was (0.6)% for the first three quarters of 2017 compared to (4.5)% for the first three quarters of 2016. For the remainder of fiscal 2017 we do not anticipate material income tax expense or benefit because of the valuation allowance recorded.

Liquidity and Capital Resources
Summary of Cash Flows
Historically, our primary sources of liquidity and cash flows were operating cash flows and borrowings on our revolving line of credit. In the first quarter of 2017, in order to pursue our operational strategies and fund obligations such as the liabilities to landlords from the termination of our leases for the restaurants closed in the first quarter of 2017, fees to be paid to our real estate advisor and brokers related to such terminations and other costs of closing restaurants, including severance for terminated employees (“Restaurant Closing Liabilities”) and the Data Breach Liabilities, we determined that we needed additional sources of liquidity. We executed the following transactions to provide us with additional liquidity: (i) we completed two private placement transactions for aggregate gross proceeds to us of $50.0 million, and (ii) we also amended our credit agreement to increase our flexibility under the credit facility.
We have historically used cash to fund capital expenditures for new restaurant openings, reinvest in our existing restaurants, invest in infrastructure and information technology and maintain working capital; however, due to our anticipated modest unit growth, cash required for new restaurant openings has been correspondingly reduced. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day, or in the case of credit or debit card transactions, within several days of the related sale, and we typically have up to 30 days to pay our vendors. We believe that expected cash flow from operations, the proceeds received from the private placement transactions and existing borrowing capacity under our credit facility are adequate to fund debt service requirements, operating lease obligations, capital expenditures, the Restaurant Closing Liabilities, the Data Breach Liabilities and working capital obligations for the remainder of fiscal year 2017.
Cash flows from operating, investing and financing activities are shown in the following table (in thousands):
 
 
Three Fiscal Quarters Ended
 
 
October 3,
2017
 
September 27,
2016
Net cash (used in) provided by operating activities
 
$
(6,929
)
 
$
16,064

Net cash used in investing activities
 
(17,468
)
 
(33,284
)
Net cash provided by financing activities
 
24,652

 
17,232

Effect of exchange rate changes on cash
 
(4
)
 
42

Net increase in cash and cash equivalents
 
$
251

 
$
54

Operating Activities
Net cash used in operating activities was $6.9 million for the first three quarters of 2017, as compared to net cash provided by operating activities of $16.1 million for the first three quarters of 2016. The decrease resulted primarily from payments to landlords for lease terminations of $8.5 million, a litigation settlement payment of $2.6 million, a payment for the data breach liabilities of $4.0 million, and other working capital changes.

22

Table of Contents

Investing Activities
Net cash flows used in investing activities decreased to $17.5 million for the first three quarters of 2017 from $33.3 million for the first three quarters of 2016, primarily due to the reduction in new restaurant development during 2017.
Financing Activities
Net cash provided by financing activities was $24.7 million and $17.2 million for first the three quarters of 2017 and 2016, respectively. The increase in net cash provided by financing activities is primarily due to the net proceeds received from the private placement transactions that occurred during the first quarter of 2017, net of repayments on long-term debt.
Capital Resources
Future Capital Expenditure Requirements. Our capital expenditure requirements are primarily dependent upon the pace of our real estate development program and resulting new restaurant openings. Our real estate development growth has been and will continue to be reduced in upcoming quarters, compared to our historical rates. Our real estate development program is dependent upon many factors, including economic conditions, real estate markets, site locations and the nature of lease agreements. Our capital expenditure outlays are also dependent on costs for maintenance and remodeling of our existing restaurants as well as information technology expenses and other general corporate capital expenditures.
We estimate capital expenditures for the remainder of 2017 to be in the range of approximately $ 2.5 million to $ 4.5 million for a total of $ 20.0 million to $ 22.0 million for the fiscal year, of which $ 6.0 million to $ 8.0 million relates to our construction of new restaurants before any reductions for landlord reimbursements, and the remainder relates primarily to reinvestment in existing restaurants and investments in technology. We expect such capital expenditures to be funded by a combination of cash from operations, funding received from the two private placements that occurred during the first quarter of 2017, and borrowings under our revolving credit facility.
Current Resources. Our operations have not required significant working capital and, like many restaurant companies, we operate with negative working capital. Restaurant sales are primarily paid for in cash or by credit or debit card, and restaurant operations do not require significant inventories or receivables. In addition, we receive trade credit for the purchase of food, beverages and supplies, therefore reducing the need for incremental working capital to support growth.
Liquidity . We believe that our current cash and cash equivalents, the expected cash flows from company-owned restaurant operations, the expected franchise fees and royalties and borrowings under the credit facility will be sufficient to fund our cash requirements for working capital needs and capital improvements and maintenance of existing restaurants for the next twelve months. Additionally, a significant use of cash in 2017, and continuing into 2018, relates to funding of the Restaurant Closing Liabilities, which we anticipate will total approximately $18.0 million to $23.0 million, including (i) $17.0 million to $22.0 million relating to the termination of leases, including related fees and expenses. We have paid approximately $9.0 million to date and the remainder of approximately $9.0 million to $14.0 million is expected to be paid out over the next six to 12 months.
Credit Facility
We maintain a $100.0 million revolving line of credit under our credit facility. The revolving line of credit includes a swing line loan of $10.0 million used to fund working capital requirements. The credit facility matures in June 2020.
Subsequent to the three quarters ended October 3, 2017, we entered into an amendment to our credit facility on November 8, 2017. Among other things, the amendment (i) increases the lease adjusted leverage ratios and decreases the fixed charge coverage ratios, (ii) increases the interest rate margin applicable to the total lease adjusted leverage levels at and above 3.75:1.00, (iii) adds mandatory prepayments of $2.5 million per quarter beginning with the fourth quarter of 2017, (iv) provides for a maturity date of June 4, 2019, (v) modifies the capital expenditure covenant so that it applies to all capital expenditures and not only growth capital expenditures and permits total capital expenditures of up to $22.0 million in 2017 and $10.0 million per year thereafter, and (vi) makes certain other changes.
As of October 3, 2017 , we had $65.0 million of indebtedness and $3.0 million of letters of credit outstanding under our revolving line of credit. Borrowings under the agreement as amended bear interest, at the Company’s option, at either (i) LIBOR plus 2.50% to 3.75% , based on the lease-adjusted leverage ratio or (ii) the highest of the following rates plus 1.50% to 2.75% : (a) the federal funds rate plus 0.50% ; (b) the Bank of America prime rate or (c) the one month LIBOR plus 1.00% . The credit facility includes a commitment fee of 0.35% to 0.55% , based on the lease-adjusted leverage ratio, per year on any unused portion of the credit facility. We also maintain outstanding letters of credit to secure obligations under our workers’ compensation program and certain lease obligations.

23

Table of Contents

Availability of borrowings under the revolving line of credit is conditioned on our compliance with specified covenants, including a maximum lease-adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio. We are subject to a number of other customary covenants, including limitations on additional borrowings, acquisitions, dividend payments and lease commitments. As of October 3, 2017 , we were in compliance with all of our debt covenants.
We expect that we will meet all applicable financial covenants in our credit facility, including the maximum lease-adjusted leverage ratio, throughout the fiscal year ending January 2, 2018. However, there can be no assurance we will meet such financial covenants. If such covenants are not met, we would be required to seek a waiver or amendment from the banks participating in the credit facility. There can be no assurance that such waiver or amendment would be granted, which could have a material adverse impact on our liquidity.
Our credit facility is secured by a pledge of stock of substantially all of our subsidiaries and a lien on substantially all of our and our subsidiaries’ personal property assets.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements or obligations as of October 3, 2017 .

24

Table of Contents

Critical Accounting Policies and Estimates
Our condensed consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended January 3, 2017 . Critical accounting estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our critical accounting estimates are identified and described in our annual consolidated financial statements and the related notes included in our Annual Report on Form 10-K for our fiscal year ended January 3, 2017 .
JOBS Act
We qualify as an “emerging growth company” pursuant to the provisions of the Jumpstart our Business Startups (“JOBS”) Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation. We could be an “emerging growth company” until the end of our 2018 fiscal year.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to “opt out” of such extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We are exposed to market risk from changes in interest rates on debt. Our exposure to interest rate fluctuations is limited to our outstanding bank debt, which bears interest at variable rates. As of October 3, 2017 , we had $65.0 million of indebtedness under our revolving line of credit. An increase or decrease of 1.0% in the effective interest rate applied on this loan would have resulted in a pre-tax interest expense fluctuation of approximately $0.7 million on an annualized basis.
Commodity Price Risk
We purchase certain products that are affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions and other factors which are not considered predictable or within our control. Although these products are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements contain risk management techniques designed to minimize price volatility. The purchasing contracts and pricing arrangements we use may result in unconditional purchase obligations, which are not reflected in our consolidated balance sheets. Typically, we use these types of purchasing techniques to control costs as an alternative to directly managing financial instruments to hedge commodity prices. In many cases, we believe we will be able to address material commodity cost increases by adjusting our menu pricing or changing our product delivery strategy. However, increases in commodity prices, without adjustments to our menu prices, could increase restaurant operating costs as a percentage of company-owned restaurant revenue.
Inflation
The primary inflationary factors affecting our operations are food, labor costs, energy costs and materials used in the construction of new restaurants. Increases in the minimum wage requirements directly affect our labor costs. Many of our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Finally, the cost of constructing our restaurants is subject to inflationary increases in the costs of labor and material. Over the past five years, inflation has not significantly affected our operating results with the exception of increased wage inflation that has affected our results from 2015 through the third quarter of 2017. We expect wage inflation to continue to affect our results in the near future.

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Item 4. Controls and Procedures
Our management carried out an evaluation, under the supervision and with the participation of our chief executive officer and interim chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 3, 2017 , pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on that evaluation, our chief executive officer and interim chief financial officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and interim chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II

Item 1. Legal Proceedings
Data Security Litigation
On June 28, 2016, we announced that a data security incident compromised the security of the payment information of some customers who used debit or credit cards at certain Noodles & Company locations between January 31, 2016 and June 2, 2016. In addition to claims by payment card companies with respect to the data security incident, we were a defendant in a purported class action lawsuit in the United States District Court for the District of Colorado (the “Court”), Selco Community Credit Union vs. Noodles & Company, alleging that we negligently failed to provide adequate security to protect the payment card information of customers of the plaintiffs and those of other similarly situated credit unions, banks and other financial institutions alleged to be part of the putative class, causing those institutions to suffer financial losses (the “Selco Litigation”). The complaint in the Selco Litigation also claimed we were negligent per se based on alleged violations of Section 5 of the Federal Trade Commission Act and sought monetary damages, injunctive relief and attorneys’ fees. On July 21, 2017, the Court granted a Motion to Dismiss in the Selco Litigation in favor us. A notice of appeal of the dismissal was filed on August 15, 2017. Subsequent to the three quarters ended October 3, 2017, on November 2, 2017 a mediation was held and a settlement, which will be funded entirely by insurance proceeds, was reached, which will result in a dismissal of the appeal and a resolution of the Selco Litigation.
Delaware Gift Card Litigation
As previously disclosed in prior reports filed with the SEC, the Company is named as a defendant in an action filed in the Superior Court of Delaware in New Castle County (the “Court”), entitled The State of Delaware, William French v. Card Compliant, LLC, et. al . The case was filed under seal in June 2013 and was unsealed on March 26, 2014. The complaint in this case alleges that a number of large retailers and restaurant companies, including the Company, knowingly refused to fulfill obligations under Delaware’s Abandoned Property Law by failing to report and deliver “unclaimed gift card funds” to the State of Delaware, and knowingly made, used or caused to be made or used, false statements and records to conceal, avoid or decrease an obligation to pay or transmit money to Delaware in violation of the Delaware False Claims and Reporting Act. The complaint seeks an order that we cease and desist from violating the Delaware Abandoned Property Law, monetary damages (including treble damages under the False Claims and Reporting Act), penalties, and attorneys’ fees and costs. On November 23, 2015, the Court ruled on a motion to dismiss the complaint. While the Court granted the motion to dismiss with respect to a claim alleging that the defendants intended to defraud the government or willfully concealed property owed to the government and for which a certificate or receipt was provided, it did not dismiss the other claims alleging that the defendants knowingly made false statements to avoid transmitting money to the government. The trial date with respect to this matter is set for May 21, 2018. The defendants have filed a motion for summary judgment in the case. A motion and supplemental motion for summary judgment have been filed on behalf of us. Oral argument on the motion for summary judgment is set for November 8, 2017. In 2015 we recorded a loss contingency accrual based on a reasonable estimate of the probable losses that might arise from this matter; this loss contingency accrual did not have a material effect on our results of operations. However, we may ultimately be subject to greater losses resulting from the litigation. We intend to continue to vigorously defend this action.
Other Matters
In the normal course of business, we are subject to other proceedings, lawsuits and claims. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of October 3, 2017. These matters could affect the operating results of any one financial reporting period when resolved in future periods. We believe that an unfavorable outcome with respect to these matters is remote or a potential range of loss is not material to our consolidated financial statements. Significant increases in the number of these claims, or one or more successful claims that result in greater liabilities than we currently anticipate, could materially adversely affect our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors
A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended January 3, 2017 .  There have been no material changes to our Risk Factors as previously reported.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

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Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.


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Item 6. Exhibit Index
Exhibit Number
 
Description of Exhibit
10.1

 
10.2

 
10.3

 
10.4

 
10.5

 
10.6

 
10.7

 
10.8

 
10.9

 
10.10

 
31.1

 
32.1

 
101.INS

 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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



29

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NOODLES & COMPANY
By:
/s/ DAVE BOENNIGHAUSEN
 
Dave Boennighausen
Chief Executive Officer
Date
November 9, 2017



30
Exhibit 10.1


STOCK OPTION AGREEMENT
(NONQUALIFIED STOCK OPTIONS)

This STOCK OPTION AGREEMENT (this “ Agreement ”) is made as of July 10, 2017 (the “ Effective Date ”), by and between Noodles & Company, a Delaware corporation (the “ Company ”), and Paul J.B. Murphy, III (the “ Participant ”).
RECITALS
A. The Company has adopted the Noodles & Company Amended and Restated 2010 Stock Incentive Plan (the “ Plan ”), a copy of which is attached hereto as Exhibit 1 .
B. The Company desires to grant the Participant the opportunity to acquire a proprietary interest in the Company to encourage the Participant’s contribution to the success and progress of the Company.
C. In accordance with the Plan, the Administrator (as defined in the Plan) has granted to the Participant an option to purchase 100,000 shares of the Common Stock of the Company, par value $0.01 per share (“ Shares ”), subject to the terms and conditions of the Plan and this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:
1. Definitions . Capitalized terms used herein shall have the following meanings, and capitalized terms not otherwise defined herein shall have the meaning specified in the Plan:
Agreement ” has the meaning set forth in the Preamble.
Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.
Cause ” has the meaning in the Participant’s employment agreement with the Company or, if there is no such agreement or definition, means that the Participant (a) is convicted of, or pleads guilty or nolo contendere to, a felony (other than a traffic-related felony) or any other crime involving dishonesty or moral turpitude; or (b) willfully engages in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; or (c) willfully violates any noncompetition or nonsolicitation covenant between the Participant and the Company. The determination of “ Cause” shall be in the reasonable discretion of the Administrator.
Company ” has the meaning set forth in the Preamble.



Disability ” has the meaning ascribed to such term in the Plan.
Effective Date ” has the meaning set forth in the Preamble.
Employer ” means the Company and/or any of its subsidiaries with which the Participant is employed.
Exercise Price ” means $ 4.10 per Share, as such amount may be adjusted pursuant to Section 12(a) of the Plan.
Option ” has the meaning set forth in Section 2.
Option Shares ” has the meaning set forth in Section 2.
Participant ” has the meaning set forth in the Preamble.
Person ” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.
Plan ” has the meaning set forth in the Recitals.
Qualifying Termination ” means (i) if the Participant is party to an employment agreement with a “Good Reason” provision, termination of the Participant’s employment by the Participant for Good Reason in accordance with the terms of such employment agreement or (ii) the Participant’s termination of employment by the Company without Cause.
Shares ” has the meaning set forth in the Recitals.
Termination Date ” means the date on which the Participant experiences a Termination of Employment (as defined in the Plan).
Vesting Commencement Date ” means July 10, 2017.
Vesting Period ” has the meaning set forth in Section 3(a).
Withholding Obligation ” means the amount determined in the Administrator’s sole discretion to be the minimum sufficient to satisfy all federal, state, local and other withholding tax obligations that the Administrator determines may arise with respect to the issuance of Shares or payment of income earned in respect of any Option.
2. Grant of Option . The Company grants to the Participant the right and option (the “ Option ”) to purchase, on the terms and conditions set forth herein, all or any part of 100,000 Shares (the “ Option Shares ”) at the Exercise Price, on the terms and conditions set forth herein. The Option is not intended to be an incentive stock option under Section 422 of the Code.
3. Exercisability .



(a) The Option shall become exercisable as stated in the Grant Details Future Vesting Schedule provided to you as part of your Grant Information, so long as the Participant remains continuously employed by the Employer.
(b) Notwithstanding Section 3(a), upon receipt of a release of claims acceptable to the Company within forty-five days following the Participant’s Termination Date (other than due to death of Disability) (which, for any Participant subject to an employment agreement with an attached release of claims, shall be such attached release of claims), if the Participant’s termination of employment was due to a Qualifying Termination or due to the Participant’s death or Disability, a pro rata portion of the next vesting installment (based on time worked relative to the 12 months in that Vesting Period) shall also vest and become exercisable.
(c) Notwithstanding Sections 3(a) and 3(b), if the Participant experiences a termination of employment due to a Qualifying Termination within twelve (12) months following a Change in Control, the unexercisable portion of the Option that has not previously expired pursuant to this Agreement shall become exercisable upon such event.
(d) In addition, the Administrator may, at any time in its sole discretion, accelerate the vesting and exercisability of all or any portion of the Option.
4. Expiration .
(a) The exercisable portion of the Option shall expire on the earliest of (i) the tenth (10th) anniversary of the Effective Date, (ii) the ninetieth (90th) day after the Termination Date if the Participant’s employment terminates for any reason other than due to death, Disability or Cause, (iii) one (1) year after the Termination Date if the Participant’s employment terminates due to death or Disability, or (iv) the Termination Date if the Participant’s employment is terminated for Cause.
(b) Subject to Sections 3(b) and 3(c), the unexercisable portion of the Option that has not previously expired pursuant to this Agreement shall immediately expire on the Termination Date.
5. Nontransferability of the Option . Except as permitted by the Administrator or as permitted under the Plan, the Participant may not assign or transfer the Option to anyone other than by will or the laws of descent and distribution and the Option shall be exercisable only by the Participant during his or her lifetime. The Company may cancel the Participant’s Option if the Participant attempts to assign or transfer it in a manner inconsistent with this Section 5.
6. Adjustments; Cash-Out .
(a) In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property, but excluding regular, quarterly and other periodic cash dividends), stock split or a combination or consolidation of the outstanding Shares into a lesser number of shares, is declared with respect to the Shares, then the Option shall be subject to adjustment as provided in Section 12(a) of the Plan.



(b) In connection with a Change in Control, the Administrator may provide for any adjustment or action specified in Section 12(b) of the Plan.
7. Exercise of the Option .
(a) Prior to the expiration or termination of the Option, the Participant may exercise the exercisable portion of the Option from time to time in whole or in part. Upon electing to exercise the Option, the Participant shall notify the Company of the Participant’s election, including the number of Option Shares the Participant has elected to purchase and shall at the time of delivery of such notice tender cash or a cashier’s or certified bank check to the order of the Company in the amount (the “ Cost ”) of the aggregate Exercise Price of such Option Shares plus any amount required pursuant to Section 13; provided, however, that the Participant may pay the Cost, plus any amount required pursuant to Section 13, in whole or in part with previously-owned Shares or withheld Option Shares. The Administrator may, in its sole discretion, permit payment of the Cost in such other form or in such other manner as may be permissible under the Plan and applicable law.
(b) The Option may only be exercised (i) during the life of the Participant, only by the Participant, and (ii) in the event of the Participant’s death or Disability, by his or her executor, guardian or legal representative.
8. Restrictions on Resales of Option Shares . The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Option Shares issued as a result of the exercise of the Option, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other optionholders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
9. No Interest in Shares Subject to Option . Neither the Participant (individually or as a member of a group) nor any beneficiary or other Person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any Shares allocated or reserved for the purpose of the Plan or subject to this Agreement except as to such Shares, if any, as shall have been issued to such Person upon exercise of the Option or any part of it.
10. Plan Controls . The Option hereby granted is subject to, and the Company and the Participant agree to be bound by, all of the terms and conditions of the Plan as the same may be amended from time to time in accordance with the terms thereof; provided , however , that no such amendment shall be effective as to the Option without the Participant’s consent insofar as it adversely affects the Participant’s material rights under this Agreement, which consent will not be unreasonably withheld by the Participant.
11. Not an Employment Contract . Nothing in the Plan, this Agreement or any other instrument executed pursuant hereto or thereto shall confer upon the Participant any right to continue in the employ of the Employer or any affiliate thereof or shall affect the right of the Employer to terminate the employment of the Participant at any time with or without Cause



(unless otherwise set forth in an employment agreement between the Company and the Participant).
12. Governing Law . This Agreement, and any disputes or controversies arising hereunder, shall be construed and enforced in accordance with and governed by the internal laws of the State of Delaware other than principles of law that would apply the law of another jurisdiction.
13. Taxes . The Administrator may, in its sole discretion, make such provisions and take such steps as it may deem necessary or appropriate to satisfy the Withholding Obligations with respect to the issuance of Option Shares or the exercise of the Option, including deducting the amount of any such Withholding Obligations from any other amount then or thereafter payable to the Participant, requiring the Participant to pay to the Company the amount of such Withholding Obligations or to execute such documents as the Administrator deems necessary or desirable to enable it to satisfy the Withholding Obligations, or any other means provided in the Plan; provided , however , that, the Participant may satisfy any Withholding Obligations by (i) directing the Company to withhold that number of Option Shares with an aggregate fair market value equal to the amount of the Withholding Obligations or (ii) delivering to the Company such number of previously held Shares that have been owned by the Participant with an aggregate fair market value equal to the amount of the Withholding Obligations.
14. Notices . All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:
If to the Company to:
Noodles & Company
520 Zang Street, Suite D
Broomfield, CO 80021
Fax: (720) 214-1921
Attention: General Counsel
If to the Participant to the address set forth below the Participant’s signature below.
All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 14, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section 14, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section 14, be deemed given on the earlier of the third Business Day following mailing or upon receipt, and (iv) if delivered by overnight courier to the address as provided in this Section 14, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such



notice is to be delivered pursuant to this Section 14). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto.
Either party may, by notice given to the other party in accordance with this Section 14, designate another address or Person for receipt of notices hereunder.
15. Amendments and Waivers . This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement. Any waiver by any party of any provision hereof shall be effective only by a writing signed by the party to be charged.
16. Entire Agreement . This Agreement, together with the Plan, sets forth the entire agreement and understanding between the parties hereto as to the subject matter hereof and thereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature, regarding the subject matter hereof and thereof between the parties hereto.
17. Separability . If any term or provision of this Agreement shall to any extent be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement nevertheless shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the invalid or unenforceable provisions, to the extent permitted by law, shall be deemed amended and given such interpretation so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.
18. Headings; Construction . Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”
19. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
20. Further Assurances . The Participant shall cooperate and take such action as may be reasonably requested by the Company in order to carry out the provisions and purposes of this Agreement.



21. Remedies . In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.
22. Electronic Delivery . By executing the Agreement, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the subsidiaries, the Plan, the Option and the Shares via Company web site or other electronic delivery
23. Binding Effect . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns, including any Permitted Option Transferees and Permitted Share Transferees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

THE COMPANY:
NOODLES & COMPANY
By:     /s/ Paul A. Strasen            
Name: Paul A. Strasen
Title: Executive Vice President
PARTICIPANT:
/s/ Paul J.B. Murphy, III            
Name:    Paul J.B. Murphy, III


Exhibit 10.2

RESTRICTED STOCK UNIT AGREEMENT
This RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”) is made as of July 10, 2017 (the “ Effective Date ”) by and between Noodles & Company, a Delaware corporation (the “ Company ”), and Paul J.B. Murphy, III (the “ Participant ”).
RECITALS
A.    The Company has adopted the Noodles & Company Amended and Restated 2010 Stock Incentive Plan (the “ Plan ”), a copy of which is attached hereto as Exhibit 1 .
B.    The Company desires to grant the Participant the right to a proprietary interest in the Company to encourage the Participant’s contribution to the success and progress of the Company.
C.    In accordance with the Plan, the Administrator (as defined in the Plan) has granted to the Participant restricted stock units with respect to 150,000 shares of the Class A Common Stock of the Company, par value $0.01 per share (“ Shares ”), subject to the terms and conditions of the Plan and this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and agreements set forth herein, the parties hereto hereby agree as follows:
1.     Definitions . Capitalized terms used herein shall have the following meanings, and capitalized terms not otherwise defined herein shall have the meaning specified in the Plan:
Agreement ” has the meaning set forth in the Preamble.
Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.
Cause ” has the meaning in the Participant’s employment agreement with the Company or, if there is no such agreement or definition, means that the Participant (a) is convicted of, or pleads guilty or nolo contendere to, a felony (other than a traffic-related felony) or any other crime involving dishonesty or moral turpitude; or (b) willfully engages in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; or (c) willfully violates any noncompetition or nonsolicitation covenant between the Participant and the Company. The determination of “Cause” shall be in the reasonable discretion of the Administrator.
Company ” has the meaning set forth in the Preamble.
Disability ” has the meaning ascribed to such term in the Plan.
Effective Date ” has the meaning set forth in the Preamble.



Employer ” means the Company and/or any of its subsidiaries with which the Participant is employed.
Participant ” has the meaning set forth in the Preamble.
Person ” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority.
Plan ” has the meaning set forth in the Recitals.
Qualifying Termination ” means (i) if the Participant is party to an employment agreement with a “Good Reason” provision, termination of the Participant’s employment by the Participant for Good Reason in accordance with the terms of such employment agreement or (ii) the Participant’s termination of employment by the Company without Cause.
RSUs ” has the meaning set forth in Section 2.
Shares ” has the meaning set forth in the Recitals.
Termination Date ” means the date on which the Participant experiences a Termination of Employment (as defined in the Plan).
Vesting Period ” has the meaning set forth in Section 3(a).
Withholding Obligation ” means the amount determined in the Administrator’s sole discretion to be the minimum sufficient to satisfy all federal, state, local and other withholding tax obligations that the Administrator determines may arise with respect to the issuance of Shares or payment of income earned in respect of any RSUs.
2.     Grant of RSUs . The Company grants to the Participant restricted stock units (the “ RSUs ”) with respect to 150,000 Shares.
3.     Vesting .
(a)    The RSUs shall vest in 25% increments on each of the first through fourth anniversaries of the Effective Date (each such annual period, a “ Vesting Period ”) so long as the Participant remains continuously employed by the Employer.
(b)    Notwithstanding Section 3(a),upon receipt of a release of claims acceptable to the Company within forty-five days following the Participant's Termination Date (other than due to death of Disability) (which, for any Participant subject to an employment agreement with an attached release of claims, shall be such attached release of claims),if the Participant's termination of employment was due to a Qualifying Termination or due to the Participant's death or Disability, a pro rata portion of the next vesting installment (based on time worked relative to the 12 months in that Vesting Period) shall also vest.



(c)    Notwithstanding Sections 3(a) and 3(b),if the Participant experiences a termination of employment due to a Qualifying Termination within twelve (12) months following a Change in Control, the portion of the RSUs that has not previously expired pursuant to this Agreement shall vest upon such event.
(d)    In addition, the Administrator may, at any time in its sole discretion, accelerate the vesting of all or any portion of the RSUs.
4.     Settlement .
(a)    Unless deferred by the Participant to the extent permitted by the Board, the RSUs shall be settled promptly following their vesting pursuant to Section 3 by the Company delivering to the Participant one Share for each RSU that has vested. Unless deferred by the Participant, in no event shall such settlement occur later than March 15 of the year following the year in which the RSUs vest.
(b)    Subject to Sections 3(b) and 3(c),the unvested RSUs shall immediately expire on the Termination Date.
5.     Non