TAX 8-K
Cambria Tax Aware ETF (TAX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 2.02. Results of Operations and Financial Condition.
On August 8, 2023, Franchise Group, Inc. (the “Company”) issued a press release regarding its financial results for the second quarter ended July 1, 2023. A copy of the release is being furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated August 8, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FRANCHISE GROUP, INC.
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| Date: August 8, 2023 | By: | /s/ Eric Seeton |
| Eric Seeton | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Franchise Group, Inc. Announces Second Quarter Fiscal Year 2023 Financial Results
DELAWARE, Ohio, Aug. 08, 2023 (GLOBE NEWSWIRE) -- Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced the financial results for its fiscal second quarter ended July 1, 2023. For the second quarter of fiscal 2023, total reported revenue for Franchise Group was approximately $1.0 billion, net loss from operations was approximately $50.8 million or $1.50 per fully diluted share, Adjusted EBITDA was approximately $53.9 million and Non-GAAP EPS was a loss of $0.22 per share. On July 1, 2023, total cash on hand was approximately $106.3 million and outstanding term debt was approximately $1.4 billion.
The Company currently has six reportable segments: American Freight; The Vitamin Shoppe; Pet Supplies Plus; Buddy’s; Sylvan; and Badcock.
The following table summarizes Revenue, Adjusted EBITDA, and Net Income/(Loss) for each of these segments. Reconciliations of Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP EPS to their respective most comparable GAAP measures, are included below under “Non-GAAP Financial Measures and Key Metrics.”
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| July 1, 2023 | July 1, 2023 | ||||||||||||||||||||||
| Adjusted | Net | Adjusted | Net | ||||||||||||||||||||
| Revenue | EBITDA | Income/(Loss) | Revenue | EBITDA | Income/(Loss) | ||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||
| American Freight | $ | 203,427 | $ | (16,378 | ) | $ | (27,362 | ) | $ | 439,989 | $ | (23,919 | ) | $ | (121,221 | ) | |||||||
| Vitamin Shoppe | 304,727 | 35,316 | 12,388 | 626,429 | 70,435 | 24,280 | |||||||||||||||||
| Pet Supplies Plus | 332,783 | 27,297 | 6,929 | 666,854 | 56,921 | 14,688 | |||||||||||||||||
| Buddy's | 13,819 | 3,723 | 1,002 | 28,786 | 8,229 | 2,726 | |||||||||||||||||
| Sylvan | 11,709 | 3,954 | 306 | 21,941 | 7,296 | 185 | |||||||||||||||||
| Badcock | 172,221 | 1,537 | (30,793 | ) | 359,508 | 5,843 | (57,981 | ) | |||||||||||||||
| Corporate | - | (1,534 | ) | (13,266 | ) | - | (4,892 | ) | (21,790 | ) | |||||||||||||
| Total | $ | 1,038,686 | $ | 53,915 | $ | (50,796 | ) | $ | 2,143,507 | $ | 119,914 | $ | (159,113 | ) | |||||||||
Redemption of Series A Preferred Stock
As previously disclosed, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Freedom VCM, Inc., a Delaware corporation (“Parent”) and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub shall merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Proposed Merger”). On July 19, 2023, in connection with the Proposed Merger, the Company issued a notice of redemption for all outstanding shares of the Series A Preferred Stock (the “Redemption”), which is contingent upon the successful completion of the Proposed Merger. The Series A Preferred Stock will be redeemed in cash at a redemption price equal to $25.00 per share plus any accrued and unpaid dividends from the last dividend payment date, if any, up to but not including the Redemption Date (the “Redemption Price”). The Redemption Price is expected to be paid on August 18, 2023 or such later date as the parties to the Merger Agreement may agree but in no event later than one business day following the effective time of the Proposed Merger (the “Redemption Date”).
In light of the Proposed Merger, the Company is not scheduling a conference call to discuss its quarterly financial results.
About Franchise Group, Inc.
Franchise Group is an owner and operator of franchised and franchisable businesses that continually looks to grow its portfolio of brands while utilizing its operating and capital allocation philosophy to generate strong cash flow for its shareholders. Franchise Group’s business lines include Pet Supplies Plus, American Freight, The Vitamin Shoppe, Badcock Home Furniture & more, Buddy’s Home Furnishings, Sylvan Learning and Wag N Wash. On a combined basis, Franchise Group currently operates over 3,000 locations predominantly located in the U.S. that are either Company-run or operated pursuant to franchising and dealer agreements.
| FRANCHISE GROUP, INC. AND SUBSIDIARIES | |||||||
| Consolidated Balance Sheets | |||||||
| (In thousands, except share count and per share data) | July 1, 2023 | December 31, 2022 | |||||
| Assets | (Unaudited) | (Unaudited) | |||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 106,264 | $ | 80,783 | |||
| Current receivables, net of allowance for credit losses of $(8,204) and $(4,106), respectively | 256,003 | 170,162 | |||||
| Current securitized receivables, net of allowance for credit losses of $(65,519) and $(57,095), respectively | 191,826 | 292,913 | |||||
| Inventories, net | 746,753 | 736,841 | |||||
| Current assets held for sale | 7,633 | 8,528 | |||||
| Other current assets | 28,238 | 27,272 | |||||
| Total current assets | 1,336,717 | 1,316,499 | |||||
| Property, plant, and equipment, net | 238,922 | 223,718 | |||||
| Non-current receivables, net of allowance for credit losses of $(1,070) and $(892), respectively | 10,808 | 11,735 | |||||
| Non-current securitized receivables, net of allowance for credit losses of $(8,816) and $(7,705), respectively | 25,812 | 39,527 | |||||
| Goodwill | 663,481 | 737,402 | |||||
| Intangible assets, net | 111,432 | 116,799 | |||||
| Tradenames | 222,703 | 222,703 | |||||
| Operating lease right-of-use assets | 890,611 | 890,949 | |||||
| Investment in equity securities | 5,977 | 11,587 | |||||
| Other non-current assets | 65,398 | 59,493 | |||||
| Total assets | $ | 3,571,861 | $ | 3,630,412 | |||
| Liabilities and Stockholders’ Equity | |||||||
| Current liabilities: | |||||||
| Current installments of long-term obligations, net | $ | 13,192 | $ | 6,935 | |||
| Current installments of debt secured by accounts receivable, net | 341,144 | 340,021 | |||||
| Current operating lease liabilities | 179,250 | 179,519 | |||||
| Accounts payable and accrued expenses | 407,543 | 376,895 | |||||
| Other current liabilities | 34,827 | 40,541 | |||||
| Total current liabilities | 975,956 | 943,911 | |||||
| Long-term obligations, excluding current installments | 1,526,605 | 1,374,479 | |||||
| Non-current installments of debt secured by accounts receivable, net | 44,423 | 107,448 | |||||
| Non-current operating lease liabilities | 729,870 | 720,474 | |||||
| Other non-current liabilities | 69,576 | 62,720 | |||||
| Total liabilities | 3,346,430 | 3,209,032 | |||||
| Stockholders’ equity: | |||||||
| Common stock, $0.01 par value per share, 180,000,000 shares authorized, 35,186,943 and 34,925,733 shares issued and outstanding at July 1, 2023 and December 31, 2022, respectively | 352 | 349 | |||||
| Preferred stock, $0.01 par value per share, 20,000,000 shares authorized and 4,541,125 issued and outstanding at July 1, 2023 and December 31, 2022 | 45 | 45 | |||||
| Additional paid-in capital | 310,654 | 311,069 | |||||
| Retained earnings | (85,620 | ) | 109,917 | ||||
| Total equity | 225,431 | 421,380 | |||||
| Total liabilities and equity | $ | 3,571,861 | $ | 3,630,412 | |||
| FRANCHISE GROUP, INC. AND SUBSIDIARIES | ||||||||||||||||
| Consolidated Statements of Operations | ||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| (In thousands, except share count and per share data) | July 1, 2023 | June 25, 2022 | July 1, 2023 | June 25, 2022 | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues: | ||||||||||||||||
| Product | $ | 916,112 | $ | 952,009 | $ | 1,892,920 | $ | 1,931,173 | ||||||||
| Service and other | 115,501 | 135,648 | 236,069 | 283,929 | ||||||||||||
| Rental | 7,073 | 7,341 | 14,518 | 15,365 | ||||||||||||
| Total revenues | 1,038,686 | 1,094,998 | 2,143,507 | 2,230,467 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue: | ||||||||||||||||
| Product | 621,482 | 600,780 | 1,278,386 | 1,217,364 | ||||||||||||
| Service and other | 8,634 | 8,732 | 18,213 | 17,395 | ||||||||||||
| Rental | 2,507 | 2,741 | 5,133 | 5,603 | ||||||||||||
| Total cost of revenue | 632,623 | 612,253 | 1,301,732 | 1,240,362 | ||||||||||||
| Selling, general, and administrative expenses | 383,563 | 405,639 | 770,804 | 782,633 | ||||||||||||
| Goodwill impairment | - | - | 75,000 | - | ||||||||||||
| Total operating expenses | 1,016,186 | 1,017,892 | 2,147,536 | 2,022,995 | ||||||||||||
| Income (loss) from operations | 22,500 | 77,106 | (4,029 | ) | 207,472 | |||||||||||
| Other expense: | ||||||||||||||||
| Bargain purchase gain | 6 | 3,581 | 6 | 3,514 | ||||||||||||
| Gain on sale-leaseback transactions, net | - | 49,854 | - | 49,854 | ||||||||||||
| Other, net | (3,783 | ) | 12,853 | (5,617 | ) | (9,122 | ) | |||||||||
| Interest expense, net | (83,364 | ) | (88,839 | ) | (170,493 | ) | (181,167 | ) | ||||||||
| Income (loss) before income taxes | (64,641 | ) | 54,555 | (180,133 | ) | 70,551 | ||||||||||
| Income tax expense (benefit) | (13,845 | ) | 13,572 | (21,020 | ) | 17,250 | ||||||||||
| Income (loss) attributable to Franchise Group, Inc. | $ | (50,796 | ) | $ | 40,983 | $ | (159,113 | ) | $ | 53,301 | ||||||
| Net income (loss) per share: | ||||||||||||||||
| Basic | $ | (1.50 | ) | $ | 0.96 | $ | (4.66 | ) | $ | 1.22 | ||||||
| Diluted | (1.50 | ) | 0.94 | (4.66 | ) | 1.19 | ||||||||||
| Weighted-average shares outstanding: | ||||||||||||||||
| Basic | 35,177,146 | 40,356,299 | 35,089,660 | 40,331,855 | ||||||||||||
| Diluted | 35,177,146 | 41,126,605 | 35,089,660 | 41,148,668 | ||||||||||||
| FRANCHISE GROUP, INC. AND SUBSIDIARIES | ||||||||
| Consolidated Statements of Cash Flows | ||||||||
| Six Months Ended | ||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| Operating Activities | ||||||||
| Net income (loss) | $ | (159,113 | ) | $ | 53,301 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Provision for credit losses for accounts receivable | 45,743 | 56,840 | ||||||
| Depreciation, amortization, and impairment charges | 44,282 | 42,236 | ||||||
| Goodwill impairment | 75,000 | - | ||||||
| Amortization of deferred financing costs | 5,788 | 12,032 | ||||||
| Securitized financing costs | 48,630 | 59,618 | ||||||
| Stock-based compensation expense | 2,829 | 10,853 | ||||||
| Change in fair value of investment | 5,611 | 10,855 | ||||||
| Gain on bargain purchases and sales of Company-owned stores | (42 | ) | (55,883 | ) | ||||
| Other non-cash items | 262 | (2,182 | ) | |||||
| Changes in other assets and liabilities | (30,905 | ) | (238,903 | ) | ||||
| Net cash provided by (used in) operating activities | 38,085 | (51,233 | ) | |||||
| Investing Activities | ||||||||
| Purchases of property, plant, and equipment | (28,760 | ) | (21,809 | ) | ||||
| Proceeds from sale of property, plant, and equipment | 3,379 | 240,558 | ||||||
| Payments received on operating loans to franchisees | (3,682 | ) | 1,000 | |||||
| Acquisition of business, net of cash and restricted cash acquired | - | (3,754 | ) | |||||
| Net cash (used in) investing activities | (29,063 | ) | 215,995 | |||||
| Financing Activities | ||||||||
| Dividends paid | (49,806 | ) | (54,665 | ) | ||||
| Issuance of long-term debt and other obligations | 538,000 | 88,500 | ||||||
| Repayment of long-term debt and other obligations | (389,389 | ) | (358,172 | ) | ||||
| Proceeds from secured debt obligations | 133,398 | 130,556 | ||||||
| Repayment of secured debt obligations | (192,030 | ) | (166,653 | ) | ||||
| Principal payments of finance lease obligations | (3,180 | ) | (1,383 | ) | ||||
| Payment for debt issue costs | (17,393 | ) | (431 | ) | ||||
| Cash paid for exercises/vesting of stock-based compensation, net | (3,240 | ) | (190 | ) | ||||
| Net cash provided by (used in) financing activities | 16,360 | (362,438 | ) | |||||
| Net increase (decrease) in cash equivalents and restricted cash | 25,382 | (197,676 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 81,250 | 292,714 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 106,632 | $ | 95,038 | ||||
| Supplemental Cash Flow Disclosure | ||||||||
| Cash paid for taxes, net of refunds | $ | 4,048 | $ | 17,842 | ||||
| Cash paid for interest | 67,075 | 42,013 | ||||||
| Cash paid for interest on secured debt | 43,414 | 48,506 | ||||||
| Accrued capital expenditures | 2,461 | 2,751 | ||||||
| Capital expenditures funded by finance lease liabilities | 14,147 | - | ||||||
Non-GAAP Financial Measures and Key Metrics
Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP EPS are financial measures that are not prepared in accordance with GAAP. Management believes the presentation of these measures is useful to investors as supplemental measures in evaluating the aggregate performance of the Company’s operating businesses and in comparing its results from period to period because they exclude items that the Company does not believe are reflective of its core or ongoing operating results. These measures are used by management to evaluate the Company’s performance and make resource allocation decisions each period. These metrics are also used in the determination of executive management's compensation. Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP EPS should not be considered in isolation or as a substitute for net income or other income statement information prepared in accordance with GAAP and our presentation of these non-GAAP measures may not be comparable to similarly titled measures used by other companies.
Management defines and calculates Adjusted EBITDA as net income (loss) from continuing operations before interest, income taxes, depreciation and amortization adjusted for certain non-core or non-operational items related to executive severance and related costs, stock-based compensation, shareholder litigation costs, corporate governance costs, accrued judgments and settlements, net of estimated revenue, store closures, rebranding costs, acquisition costs, inventory fair value step up amortization and prepayment penalty on early debt repayment. Adjusted EBITDA is a financial measure that is not prepared in accordance with GAAP.
Management defines and calculates Non-GAAP Net Income and Non-GAAP EPS as net income (loss) and net income (loss) per diluted share from continuing operations adjusted for non-core or non-operational items related to executive severance and related costs, stock-based compensation, non-cash executive compensation expense, shareholder litigation costs, prepayment penalties on early debt repayment, non-cash amortization of debt issuance costs, store closures, the Badcock segment’s in-house financing operations, rebranding costs, acquisition costs, inventory fair value step up amortization, and amortization of acquired intangible assets. Although amortization of acquired intangible assets is excluded from these non-GAAP measures, it is important for investors to understand that such intangible assets support revenue generation. Management excludes amortization of intangible assets because these are non-cash amounts for which the amount and frequency are significantly impacted by the timing and size of our acquisitions, which vary from period to periods and across companies. The tax effect on the related non-GAAP adjustments was calculated based on an estimated annual non-GAAP effective tax rate of 25.8%.
Reconciliation of Adjusted EBITDA
Below is the reconciliation of Net Income/(Loss) from continuing operations to Adjusted EBITDA for the three months and six months ended July 1, 2023.
| For the Three Months Ended July 1, 2023 | |||||||||||||||||||||||||||||
| ($ In thousands) | Buddy's | Pet Supplies Plus | American Freight | Vitamin Shoppe | Sylvan | Badcock | Corporate | Total | |||||||||||||||||||||
| Net income (loss) | $ | 1,002 | $ | 6,929 | $ | (27,362 | ) | $ | 12,388 | $ | 306 | $ | (30,793 | ) | $ | (13,266 | ) | $ | (50,796 | ) | |||||||||
| Add back: | |||||||||||||||||||||||||||||
| Interest expense | 1,550 | 8,879 | 14,672 | 11,960 | 1,317 | 44,207 | 779 | 83,364 | |||||||||||||||||||||
| Income tax expense (benefit) | 348 | 1,781 | (9,200 | ) | 4,303 | 200 | (10,555 | ) | (722 | ) | (13,845 | ) | |||||||||||||||||
| Depreciation and amortization charges | 823 | 6,746 | 3,940 | 6,665 | 2,015 | 1,057 | 19 | 21,265 | |||||||||||||||||||||
| Total Adjustments | 2,721 | 17,406 | 9,412 | 22,928 | 3,532 | 34,709 | 76 | 90,784 | |||||||||||||||||||||
| EBITDA | 3,723 | 24,335 | (17,950 | ) | 35,316 | 3,838 | 3,916 | (13,190 | ) | 39,988 | |||||||||||||||||||
| Adjustments to EBITDA | |||||||||||||||||||||||||||||
| Executive severance and related costs | - | - | (24 | ) | - | - | 48 | - | 24 | ||||||||||||||||||||
| Litigation costs and settlements | - | - | 1,211 | - | 3 | - | - | 1,214 | |||||||||||||||||||||
| Stock-based and long term executive compensation | - | 2,536 | 12 | - | 113 | - | 110 | 2,771 | |||||||||||||||||||||
| Corporate compliance costs | - | - | - | - | - | - | - | - | |||||||||||||||||||||
| Store closures | - | - | 99 | - | - | - | - | 99 | |||||||||||||||||||||
| Securitized accounts receivable interest income | - | - | - | - | - | (26,286 | ) | - | (26,286 | ) | |||||||||||||||||||
| Securitized accounts receivable allowance for credit losses | - | - | - | - | - | 26,344 | - | 26,344 | |||||||||||||||||||||
| W.S. Badcock financing operations | - | - | - | - | - | (2,485 | ) | - | (2,485 | ) | |||||||||||||||||||
| Right-of-use asset and long-term asset impairment | - | - | 274 | - | - | - | - | 274 | |||||||||||||||||||||
| Goodwill impairment | - | - | - | - | - | - | - | - | |||||||||||||||||||||
| Integration costs | - | 319 | - | - | - | - | 12 | 331 | |||||||||||||||||||||
| Divestiture costs | - | - | - | - | - | - | - | - | |||||||||||||||||||||
| Acquisition costs | - | 107 | - | - | - | - | 7,753 | 7,860 | |||||||||||||||||||||
| Loss on investment in equity securities | - | - | - | - | - | - | 3,781 | 3,781 | |||||||||||||||||||||
| Acquisition bargain purchase gain | - | - | - | - | - | - | - | - | |||||||||||||||||||||
| Total Adjustments to EBITDA | - | 2,962 | 1,572 | - | 116 | (2,379 | ) | 11,656 | 13,927 | ||||||||||||||||||||
| Adjusted EBITDA | $ | 3,723 | $ | 27,297 | $ | (16,378 | ) | $ | 35,316 | $ | 3,954 | $ | 1,537 | $ | (1,534 | ) | $ | 53,915 | |||||||||||
| For the Six Months Ended July 1, 2023 | |||||||||||||||||||||||||||||
| ($ In thousands) | Buddy's | Pet Supplies Plus | American Freight | Vitamin Shoppe | Sylvan | Badcock | Corporate | Total | |||||||||||||||||||||
| Net income (loss) | $ | 2,726 | $ | 14,688 | $ | (121,221 | ) | $ | 24,280 | $ | 185 | $ | (57,981 | ) | $ | (21,790 | ) | $ | (159,113 | ) | |||||||||
| Add back: | |||||||||||||||||||||||||||||
| Interest expense | 2,966 | 17,165 | 28,264 | 23,132 | 2,548 | 95,581 | 837 | 170,493 | |||||||||||||||||||||
| Income tax expense (benefit) | 947 | 5,102 | (15,563 | ) | 8,433 | 241 | (19,998 | ) | (182 | ) | (21,020 | ) | |||||||||||||||||
| Depreciation and amortization charges | 1,590 | 14,450 | 7,204 | 13,359 | 4,122 | 2,134 | 30 | 42,889 | |||||||||||||||||||||
| Total Adjustments | 5,503 | 36,717 | 19,905 | 44,924 | 6,911 | 77,717 | 685 | 192,362 | |||||||||||||||||||||
| EBITDA | 8,229 | 51,405 | (101,316 | ) | 69,204 | 7,096 | 19,736 | (21,105 | ) | 33,249 | |||||||||||||||||||
| Adjustments to EBITDA | |||||||||||||||||||||||||||||
| Executive severance and related costs | - | (6 | ) | 366 | 1,185 | - | 48 | - | 1,593 | ||||||||||||||||||||
| Litigation costs and settlements | - | - | 1,252 | 46 | 10 | - | - | 1,308 | |||||||||||||||||||||
| Stock-based and long term executive compensation | - | 4,224 | (22 | ) | - | 190 | - | 2,829 | 7,221 | ||||||||||||||||||||
| Corporate compliance costs | - | - | - | - | - | - | (4 | ) | (4 | ) | |||||||||||||||||||
| Store closures | - | - | 117 | - | - | - | - | 117 | |||||||||||||||||||||
| Securitized accounts receivable interest income | - | - | - | - | - | (56,871 | ) | - | (56,871 | ) | |||||||||||||||||||
| Securitized accounts receivable allowance for credit losses | - | - | - | - | - | 48,339 | - | 48,339 | |||||||||||||||||||||
| W.S. Badcock financing operations | - | - | - | - | - | (5,607 | ) | - | (5,607 | ) | |||||||||||||||||||
| Right-of-use asset and long-term asset impairment | - | 135 | 684 | - | - | - | - | 819 | |||||||||||||||||||||
| Goodwill impairment | - | - | 75,000 | - | - | - | - | 75,000 | |||||||||||||||||||||
| Integration costs | - | 956 | - | - | - | - | 24 | 980 | |||||||||||||||||||||
| Divestiture costs | - | - | - | - | - | 198 | - | 198 | |||||||||||||||||||||
| Acquisition costs | - | 207 | - | - | - | - | 7,753 | 7,961 | |||||||||||||||||||||
| Loss on investment in equity securities | - | - | - | - | - | - | 5,611 | 5,611 | |||||||||||||||||||||
| Acquisition bargain purchase gain | - | - | - | - | - | - | - | - | |||||||||||||||||||||
| Total Adjustments to EBITDA | - | 5,516 | 77,397 | 1,231 | 200 | (13,893 | ) | 16,213 | 86,665 | ||||||||||||||||||||
| Adjusted EBITDA | $ | 8,229 | $ | 56,921 | $ | (23,919 | ) | $ | 70,435 | $ | 7,296 | $ | 5,843 | $ | (4,892 | ) | $ | 119,914 | |||||||||||
Reconciliation of Non-GAAP Net Income and EPS
Below is the reconciliation of Net Income/(Loss) from continuing operations to Non-GAAP Net Income and Net Income/(Loss) from continuing operations per diluted share to Non-GAAP EPS for the three months and six months ended July 1, 2023.
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| ($ In thousands except share count and per share data) | July 1, 2023 | July 1, 2023 | ||||||||||||||
| Net income (loss) / Net income (loss) per diluted share | $ | (50,796 | ) | (1.44 | ) | $ | (159,113 | ) | (4.53 | ) | ||||||
| Less: Preferred dividend declared | (2,129 | ) | (0.06 | ) | (4,257 | ) | (0.12 | ) | ||||||||
| Adjusted Net Income available to Common Stockholder | (52,925 | ) | (1.50 | ) | (163,370 | ) | (4.66 | ) | ||||||||
| Add back: | ||||||||||||||||
| Executive severance and related costs | 24 | - | 1,593 | 0.05 | ||||||||||||
| Litigation costs and settlements | 1,214 | 0.03 | 1,308 | 0.04 | ||||||||||||
| Stock-based and long term executive compensation | 2,771 | 0.08 | 7,221 | 0.21 | ||||||||||||
| Corporate compliance costs | - | - | (4 | ) | - | |||||||||||
| Store closures | 99 | - | 117 | - | ||||||||||||
| Securitized accounts receivable interest income | (26,286 | ) | (0.75 | ) | (56,871 | ) | (1.62 | ) | ||||||||
| Securitized accounts receivable allowance for credit losses | 26,344 | 0.75 | 48,339 | 1.38 | ||||||||||||
| W.S. Badcock financing operations | (2,485 | ) | (0.07 | ) | (5,607 | ) | (0.16 | ) | ||||||||
| Right-of-use asset and long-term asset impairment | 274 | 0.01 | 819 | 0.02 | ||||||||||||
| Goodwill impairment | - | - | 75,000 | 2.14 | ||||||||||||
| Integration costs | 331 | 0.01 | 980 | 0.03 | ||||||||||||
| Divestiture costs | - | - | 198 | 0.01 | ||||||||||||
| Acquisition costs | 7,860 | 0.22 | 7,961 | 0.23 | ||||||||||||
| Loss on investment in equity securities | 3,781 | 0.11 | 5,611 | 0.16 | ||||||||||||
| Acquisition bargain purchase gain | - | - | - | - | ||||||||||||
| Adjustments to EBITDA | 13,927 | 0.39 | 8,664 | 0.25 | ||||||||||||
| Non-cash amortization of debt issuance costs | 2,958 | 0.08 | (29,456 | ) | (0.84 | ) | ||||||||||
| Amortization of acquisition-related intangibles | 4,297 | 0.12 | 88,144 | 2.51 | ||||||||||||
| Securitized receivables interest expense | 40,019 | 1.14 | - | - | ||||||||||||
| Tax impact | (15,778 | ) | (0.45 | ) | 159,805 | 4.57 | ||||||||||
| Impact of diluted share count assuming non-GAAP net income | - | - | (3,566 | ) | (0.09 | ) | ||||||||||
| Total Adjustments to Net income (loss) | 45,423 | 1.28 | 159,805 | 4.57 | ||||||||||||
| Non-GAAP Net Income / Non-GAAP diluted EPS | $ | (7,502 | ) | $ | (0.22 | ) | $ | (3,566 | ) | $ | (0.09 | ) | ||||
| Basic weighted average shares | 35,177,146 | 35,089,660 | ||||||||||||||
| Non-GAAP diluted weighted average shares outstanding | 35,177,146 | 35,089,660 | ||||||||||||||
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the Company’s results of operation and financial condition, the proposed redemption of the Series A Preferred Stock and the Proposed Merger. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company or matters pertaining to the Proposed Merger will not differ materially from any projected future results, performance, achievements or other matters expressed or implied by such forward-looking statements. Actual future results, performance, achievements or other matters may differ materially from historical results or those anticipated depending on a variety of factors, many of which are beyond the control of the Company. The Company refers you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Form 10-K for the fiscal year ended December 31, 2022, and comparable sections of the Company’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations & Media Contact:
Andrew F. Kaminsky
EVP & Chief Administrative Officer
Franchise Group, Inc.
[email protected]
(914) 939-5161