All dollar values herein presented in Canadian dollars unless otherwise indicated. US dollar values converted to Canadian dollars at 1.3326.
Non-IFRS andNon-GAAP Measures
This news release makes reference to certainnon-IFRS andnon-GAAP measures. These measures are not recognized measures under IFRS or GAAP, do not have a standardized meaning prescribed by IFRS or GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS and GAAP measures by providing further understanding of MTY or Papa Murphy’s results of operations from their respective management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of MTY or Papa Murphy’s financial information reported under IFRS or GAAP, respectively. MTY or Papa Murphy’s usenon-IFRS andnon-GAAP measures including “Adjusted EBITDA” “System-wide Sales” and “EBITDA” to provide investors with a supplemental measure of their operating performance and thus highlight trends in their core businesses that may not otherwise be apparent when relying solely on IFRS or GAAP financial measures. MTY and Papa Murphy’s also believe that securities analysts, investors and other interested parties frequently usenon-IFRS ornon-GAAP measures in the evaluation of issuers and other reporting companies. MTY or Papa Murphy’s management also usesnon-IFRS andnon-GAAP measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets, and to determine components of management compensation.
“System-wide Sales” represents the net sales received from restaurant guests at both corporate and franchise restaurants includingtake-out and delivery customer orders. System-wide Sales includes sales from both established restaurants as well as new restaurants. MTY and Papa Murphy’s management believes System-wide Sales provides meaningful information to investors regarding the size of MTY’s and Papa Murphy’s restaurant networks, the total market share of their brands and the overall financial performance of their brands and restaurant owner bases, which ultimately impacts MTY and Papa Murphy’s consolidated financial performance.
“EBITDA” is anon-IFRS measure presented by MTY and is defined as net earnings (loss) from continuing operations before net interest expense and other financing charges, losses (gains) on derivative, income taxes, depreciation of property, plant and equipment, amortization of intangible assets, and impairment of assets, net of reversals.
“Adjusted EBITDA” is anon-GAAP measure presented by Papa Murphy’s and is defined as net income (loss) before interest expense, provision for (benefit from) income taxes and depreciation and amortization, with further adjustments to reflect the elimination of various expenses that Papa Murphy’s considers not indicative of ongoing operations. For a reconciliation of Adjusted EBITDA of Papa Murphy’s to net income (loss) of Papa Murphy’s, the most directly comparable GAAP measure, see the earnings release of Papa Murphy’s dated March 14, 2019, filed as Exhibit No. 99.1 to Papa Murphy’s Current Report on Form8-K dated March 14, 2019.
Forward Looking Information
Certain information in this news release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements involve known and unknown risks and uncertainties future expectations and other factors which may cause the actual results, performance or achievements of MTY, Papa Murphy’s or the combined company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. All statements other than statements of historical facts included in this news release may constitute forward looking statements. In particular, this news release contains statements that may constitute forward looking statements regarding, without limitation, the potential benefits and effects of the Transaction, the ability of the parties to complete the Transaction and the expected timing of completion of the Transaction and the potential impact of the Transaction on the combined entity’s future operations, the suitability of the Transaction for MTY and Papa Murphy’s, the effect of the Transaction on
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