TAX 10-Q
Cambria Tax Aware ETF (TAX)
10-Q
2023-08-08
For: 2023-07-01
View Original
Added on
August 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended July 1, 2023
OR
For the transition period from to
Commission File Number 001-35588
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (IRS employer identification no.) | |||||||
(Address of principal executive offices)
(740) 363-2222
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
| 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. | ☐ | ||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock, par value $0.01 value per share, as of August 3, 2023 was 35,191,461 shares.
FRANCHISE GROUP, INC. AND SUBSIDIARIES
Form 10-Q for the Quarterly Period Ended July 1, 2023
Table of Contents
| Page Number | ||||||||
PART I. FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS (UNAUDITED)
1
FRANCHISE GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
| 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 | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Product | $ | $ | $ | $ | ||||||||||||||||||||||
| Service and other | ||||||||||||||||||||||||||
| Rental | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of revenue: | ||||||||||||||||||||||||||
| Product | ||||||||||||||||||||||||||
| Service and other | ||||||||||||||||||||||||||
| Rental | ||||||||||||||||||||||||||
| Total cost of revenue | ||||||||||||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||||||||||||
| Goodwill impairment | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | |||||||||||||||||||||||||
| Other expense: | ||||||||||||||||||||||||||
| Bargain purchase gain | ||||||||||||||||||||||||||
| Gain on sale-leaseback transactions, net | ||||||||||||||||||||||||||
| Other, net | ( | ( | ( | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income (loss) from operations before income taxes | ( | ( | ||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ||||||||||||||||||||||||
| Net income (loss) attributable to Franchise Group, Inc. | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Net income (loss) per share: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Diluted | ( | ( | ||||||||||||||||||||||||
| Weighted-average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
2
FRANCHISE GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
| (In thousands, except share count and per share data) | July 1, 2023 | December 31, 2022 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Current receivables, net of allowance for credit losses of $( | ||||||||||||||
Current securitized receivables, net of allowance for credit losses of $( | ||||||||||||||
| Inventories, net | ||||||||||||||
| Current assets held for sale | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
Non-current receivables, net of allowance for credit losses of $( | ||||||||||||||
Non-current securitized receivables, net of allowance for credit losses of $( | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Tradenames | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Investment in equity securities | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current installments of long-term obligations, net | $ | $ | ||||||||||||
| Current installments of debt secured by accounts receivable, net | ||||||||||||||
| Current operating lease liabilities | ||||||||||||||
| Accounts payable and accrued expenses | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term obligations, excluding current installments | ||||||||||||||
| Non-current liabilities debt secured by accounts receivable, net | ||||||||||||||
| Non-current operating lease liabilities | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Common stock, $ | ||||||||||||||
Preferred stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings (deficit) | ( | |||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
FRANCHISE GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
| Three Months Ended July 1, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Common stock shares | Common stock | Preferred stock shares | Preferred stock | Additional paid-in-capital | Retained earnings (deficit) | Total Franchise Group equity | |||||||||||||||||||||||||||||||||||||
| Balance at April 1, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common dividend declared ($0.625 per share) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Preferred dividend declared ($0.469 per share) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Six Months Ended July 1, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| (In Thousands) | Common stock shares | Common stock | Preferred stock shares | Preferred stock | Additional paid-in-capital | Retained earnings | Total Franchise Group equity | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cumulative effect of adopted accounting standards, net | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Common dividend declared ($0.625 per share) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Preferred dividend declared ($0.469 per share) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2023 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
4
FRANCHISE GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
| Three Months Ended June 25, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Common stock shares | Common stock | Preferred stock shares | Preferred stock | Additional paid-in-capital | Retained earnings | Total Franchise Group equity | |||||||||||||||||||||||||||||||||||||
| Balance at March 26, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common dividend declared ($0.625 per share) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Preferred dividend declared ($0.469 per share) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at June 25, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 25, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Common stock shares | Common stock | Preferred stock shares | Preferred stock | Additional paid-in-capital | Retained earnings | Total Franchise Group equity | |||||||||||||||||||||||||||||||||||||
| Balance at December 25, 2021 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common dividend declared ($0.625 per share) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Preferred dividend declared ($0.469 per share) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at June 25, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
FRANCHISE GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Six Months Ended | ||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | ||||||||||||
| Operating Activities | ||||||||||||||
| Net income (loss) | $ | ( | $ | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Provision for credit losses for accounts receivable | ||||||||||||||
| Depreciation, amortization, and impairment charges | ||||||||||||||
| Goodwill impairment | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
| Securitized financing costs | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
| Change in fair value of investment | ||||||||||||||
| Gain on bargain purchases and sales of Company-owned stores | ( | ( | ||||||||||||
| Other non-cash items | ( | |||||||||||||
| Changes in operating assets and liabilities | ( | ( | ||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||
| Investing Activities | ||||||||||||||
| Purchases of property, plant, and equipment | ( | ( | ||||||||||||
| Proceeds from sale of property, plant, and equipment | ||||||||||||||
| Acquisition of business, net of cash and restricted cash acquired | ( | ( | ||||||||||||
| Payments received on operating loans to franchisees and dealers | — | |||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
| Financing Activities | ||||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Issuance of long-term debt and other obligations | ||||||||||||||
| Repayment of long-term debt and other obligations | ( | ( | ||||||||||||
| Proceeds from secured debt obligations | ||||||||||||||
| Repayment of secured debt obligations | ( | ( | ||||||||||||
| Principal payments of finance lease obligations | ( | ( | ||||||||||||
| Payment for debt issue costs | ( | ( | ||||||||||||
| Cash paid for taxes on exercises/vesting of stock-based compensation, net | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Net increase (decrease) in cash equivalents and restricted cash | ( | |||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental Cash Flow Disclosure | ||||||||||||||
| Cash paid for taxes, net of refunds | $ | $ | ||||||||||||
| Cash paid for interest | ||||||||||||||
| Cash paid for interest on secured debt | ||||||||||||||
| Accrued capital expenditures | ||||||||||||||
| Capital expenditures funded by finance lease liabilities | ||||||||||||||
See accompanying notes to condensed consolidated financial statements.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Statements of Cash Flows.
| (In thousands) | July 1, 2023 | June 25, 2022 | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in other non-current assets | ||||||||||||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ | $ | ||||||||||||
Amounts included in other non-current assets represent those required to be set aside by a contractual agreement with an insurer for the payment of specific workers’ compensation claims.
6
FRANCHISE GROUP, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(1) Basis of Presentation
Unless otherwise stated, references to the “Company,” “we,“ “us,” and “our” in this Quarterly Report on Form 10-Q (this “Quarterly Report”) refer to Franchise Group, Inc. and its direct and indirect subsidiaries on a consolidated basis. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2022 that was filed with the Securities and Exchange Commission (“SEC”) on February 28, 2023 (the “Form 10-K”).
In the opinion of management, all adjustments (including those of a normal recurring nature) necessary for a fair presentation of such condensed consolidated financial statements in accordance with GAAP have been recorded. The December 31, 2022 balance sheet information was derived from the audited financial statements as of that date.
Reclassifications
Recent Accounting Pronouncements Adopted
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2016-13, “Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which changes how companies measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard replaces the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost (which generally will result in the earlier recognition of allowances for losses) and requires companies to record allowances for available-for-sale debt securities, rather than reduce the carrying amount. In addition, companies will have to disclose significantly more information, including information used to track credit quality by year of origination, for most financing receivables.
Effective January 1, 2023, the Company adopted ASU 2016-13 and applied a cumulative-effect adjustment to retained earnings. The Company has reviewed its entire portfolio of assets recognized on the balance sheet as of December 31, 2022 and identified customer receivables and securitized receivables as the materially impacted assets within the scope of ASC 326. Upon adoption of ASC 326 the Company recorded a net decrease to retained earnings of $10.0 million as of January 1, 2023. Prior period amounts were not adjusted and will continue to be reported under the previous accounting standards.
The cumulative effect of the changes made to the Company’s Condensed Consolidated Balance Sheet as a result of the adoption of ASC 326 were as follows:
| Impact of Adoption of ASC 326 | ||||||||||||||||||||
| (In thousands) | Balance at December 31, 2022 | Adjustments due to ASC 326 | Balance at January 1, 2023 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Current receivables, net | $ | $ | ( | $ | ||||||||||||||||
| Current securitized receivables, net | ( | |||||||||||||||||||
| Non-current securitized receivables, net | ( | |||||||||||||||||||
| Deferred income taxes | ||||||||||||||||||||
| Stockholders’ Equity | ||||||||||||||||||||
| Retained earnings | $ | $ | ( | $ | ||||||||||||||||
7
(2) Acquisitions and Business Combinations
On May 10, 2023, the Company announced that it has entered into a definitive agreement and plan of merger with Freedom VCM, Inc., a Delaware Corporation (“Parent”) and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Agreement”), pursuant to which members of the senior management team of the Company led by Brian Kahn, the Company’s Chief Executive Officer (collectively with affiliates and related parties of the senior management team, the “Management Group”), have agreed to acquire approximately 64.0 % of the Company’s issued and outstanding common stock that the Management Group does not presently own or control (the “Proposed Merger”). Under the terms of the Proposed Merger, the Company’s common stockholders, other than the Management Group, are entitled to receive $30.00 in cash for each share of the Company’s common stock they hold. On July 19, 2023, the Company announced a notice of redemption (the “Redemption”) for all outstanding shares of its 7.50% Series A Cumulative Perpetual Preferred Stock in connection with the Merger Agreement. The Company's preferred stock will be redeemed in cash at a redemption price equal to $25.00 per share plus any accrued and unpaid dividends. The Redemption is contingent upon the Company’s successful completion of the Proposed Merger and, in the event the Proposed Merger does not occur and the Merger Agreement is terminated in accordance with its terms, the notice of redemption will be deemed rescinded and the Redemption will not occur.
The Proposed Merger is anticipated to close in the second half of 2023, subject to satisfaction or waiver of the closing conditions, including approval by regulatory authorities and the Company’s stockholders, including approval by a majority of the shares of common stock of the Company not owned or controlled by the Management Group. Upon completion of the Proposed Merger, the Company will become a private company and will no longer be publicly listed or traded on Nasdaq.
Additional information about the Merger Agreement and the Proposed Merger is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 14, 2023.
Treatment of Company Equity Awards in Connection with Proposed Merger
Treatment of Stock Options. At the effective time of the Proposed Merger (the “Effective Time”), any outstanding stock options will exercise and entitle the holder of such stock option to receive, without interest, an amount in cash equal to the product of multiplying (A) the number of shares of the Company’s common stock subject to such stock option as of immediately prior to the Effective Time and (B) the excess, if any, of the per share merger consideration over the exercise price per share of the Company’s common stock subject to such stock option.
Treatment of RSUs. At the Effective Time, any outstanding RSU will vest and entitle the holder of such RSU to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of the Company’s common stock subject to such RSU immediately prior to the Effective Time and (B) the per share merger consideration, therefore, stock-based compensation will cease at that time.
Treatment of PRSUs. At the Effective Time, any outstanding PRSU will vest and entitle the holder of such PRSU to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of the Company’s common stock subject to such PRSU immediately prior to the Effective Time and (B) the per share merger consideration, therefore, stock-based compensation will cease at that time.
Treatment of MPRSUs. At the Effective Time, each outstanding MPRSU will, automatically and without any action on the part of the holder thereof, be cancelled for no consideration, payment or right to consideration or payment, therefore, stock-based compensation will cease at that time.
2019 Omnibus Incentive Plan. The Company expects to terminate the 2019 Omnibus Incentive Plan at the Effective Time of the Proposed Merger.
The Company continually looks to diversify and grow its portfolio of brands through acquisitions. On February 28, 2023, the Company’s Pet Supplies Plus segment acquired 20 stores through bankruptcy proceedings of a third party for approximately $3.7 million. The components of the preliminary purchase price allocation are not presented herein due to the immateriality of the transaction to the Company overall. The Company’s Pet Supplies Plus segment subsequently franchised 12 of the 20 acquired stores.
8
(3) Accounts and Notes Receivable
Current and non-current receivables as of July 1, 2023 and December 31, 2022 are presented in the Condensed Consolidated Balance Sheets as follows:
| (In thousands) | July 1, 2023 | December 31, 2022 | ||||||||||||
| Trade accounts receivable | $ | $ | ||||||||||||
| Customer accounts receivable | ||||||||||||||
| Franchisee accounts receivable | ||||||||||||||
| Notes and interest receivable | ||||||||||||||
| Income tax receivable | ||||||||||||||
| Allowance for credit losses | ( | ( | ||||||||||||
| Current receivables, net | ||||||||||||||
| Notes receivable, non-current | ||||||||||||||
| Allowance for credit losses, non-current | ( | ( | ||||||||||||
| Non-current receivables, net | ||||||||||||||
| Total receivables | $ | $ | ||||||||||||
Allowance for Credit Losses
The adequacy of the allowance for credit losses is assessed on a quarterly basis and adjusted as deemed necessary. Receivables that are ultimately deemed to be uncollectible, and for which collection efforts have been exhausted, are written off against the allowance for credit losses. Expected credit losses for trade and franchisee accounts receivable are immaterial. Notes receivable are due from the Company’s franchisees and are collateralized by the underlying franchise. The debtors’ ability to repay the notes is dependent upon both the performance of the franchisee’s industry as a whole and the individual franchise areas.
Activity in the allowance for credit losses for trade, customer, and franchisee accounts receivable and notes receivable for the six months ended July 1, 2023 and June 25, 2022 were as follows:
| Six Months Ended | ||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | ||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
| Cumulative effect of adopted accounting standards | — | |||||||||||||
| Provision for credit loss expense (benefit) | ||||||||||||||
| Write-offs, net of recoveries | ( | ( | ||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
Past due amounts are primarily attributable to trade and franchisee accounts receivable that have been generated over the past year and are past due by 1-30 days. The delinquency distribution of accounts and notes receivable past due at July 1, 2023 were as follows:
| July 1, 2023 | ||||||||||||||||||||
| (In thousands) | Past due | Current | Total receivables | |||||||||||||||||
| Accounts receivable | $ | $ | $ | |||||||||||||||||
| Notes and interest receivable | ||||||||||||||||||||
| Total accounts, notes and interest receivable | $ | $ | $ | |||||||||||||||||
9
(4) Securitized Accounts Receivable
In order to monetize its customer credit receivables portfolio, the Company’s Badcock Home Furniture & more (“Badcock”) segment sells beneficial interests in customer revolving lines of credit pursuant to securitization transactions. The Company securitized an additional $133.4 million of its customer credit receivables portfolio during the six months ended July 1, 2023. For additional details regarding these securitizations, refer to “Note 5 – Securitized Accounts Receivable” in the Form 10-K.
When securitized receivables are delinquent for approximately one year, the estimated uncollectible amount from the customer is written off and the corresponding securitized accounts receivable is reduced. Financial instruments that could potentially subject the Company to concentrations of credit risk consist of accounts receivable with its customers. The Company manages such risk by managing the customer accounts receivable portfolio using delinquency as a key credit quality indicator. Management believes the allowance is adequate to cover the Company’s credit loss exposure. Due to their non-recourse nature, the Company will record a gain on extinguishment for any debt secured by uncollectible accounts receivable in the future when the debt meets the extinguishment requirements in accordance with ASC 470, “Debt”.
Activity in the allowance for credit losses on securitized accounts for the six months ended July 1, 2023 and June 25, 2022 was as follows:
| Six Months Ended | ||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | ||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
| Cumulative effect of adopted accounting standards | — | |||||||||||||
| Provision for credit loss expense | ||||||||||||||
| Write-offs, net of recoveries | ( | ( | ||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
Current amounts include receivables for customers who have made a payment in the past 30 days. Any customers who have not made a required payment within the last 30 days are considered past due. The following table presents the delinquency distribution of the carrying value of customer accounts receivable by year of origination as of July 1, 2023:
| Delinquency Bucket | 2023 | 2022 | 2021 | Prior | Total | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| 1-30 | ||||||||||||||||||||||||||||||||
| 31-60 | ||||||||||||||||||||||||||||||||
| 61-90 | ||||||||||||||||||||||||||||||||
| 91+ | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
10
Servicing revenue, interest income and interest expense generated from securitized receivables for the six months ended July 1, 2023 and June 25, 2022 were as follows:
| Six Months Ended | ||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | ||||||||||||
| Securitization servicing revenue | $ | $ | ||||||||||||
Interest income from securitization1 | ||||||||||||||
| Interest expense, debt secured by accounts receivable | ( | ( | ||||||||||||
1 Includes interest income from Badcock customer receivables (refer to “Note 3 – Accounts and Notes Receivable”) and securitized receivables.
(5) Goodwill and Intangible Assets
The Company performs impairment tests for goodwill as of the end of July of each fiscal year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair values of the Company’s reporting units below their carrying values. As a result of the Company’s American Freight segment’s underperformance compared to projections for the three months ended April 1, 2023, as well as current macroeconomic conditions, the Company updated its long-term forecasts. The Company performed an interim goodwill impairment quantitative assessment as of April 1, 2023, and based on the results of the analysis, the Company recorded a non-cash goodwill impairment charge of $75.0 million, which was recorded in “Goodwill impairment” in the accompanying Condensed Consolidated Statements of Operations. Other than the American Freight segment’s accumulated goodwill impairment of $70.0 million as of December 31, 2022, no other reporting units had accumulated goodwill impairment losses recorded.
The estimated fair value of the Company’s American Freight reporting unit was calculated using a weighted-average of values determined from an income approach and a market approach. The income approach involves estimating the fair value of each reporting unit by discounting its estimated future cash flows using a discount rate that would be consistent with a market participant’s assumption. The market approach bases the fair value measurement on information obtained from observed stock prices of public companies and recent merger and acquisition transaction data of comparable entities. In order to estimate the fair value of goodwill, management must make certain estimates and assumptions that affect the total fair value of the reporting unit including, among other things, an assessment of market conditions, projected cash flows, discount rates and growth rates. Management’s estimates of projected cash flows related to the reporting unit include, but are not limited to, future earnings of the reporting unit, assumptions about the use or disposition of assets included in the reporting unit, estimated remaining lives of those assets, and future expenditures necessary to maintain the assets’ existing service potential. The assumptions in the fair value measurement reflect the current market environment, industry-specific factors and company-specific factors. A change in assumptions used in American Freight’s quantitative analysis (e.g. projected cash flows, discount rates and growth rates) could result in the reporting unit’s estimated fair value being less than the carrying value. If American Freight is unable to achieve its current financial forecast, the Company may be required to record an impairment charge in a future period related to its goodwill. As of July 1, 2023, American Freight’s goodwill totaled $225.8 million.
Changes in the carrying amount of goodwill for the six months ended July 1, 2023 are as follows:
| Vitamin Shoppe | Pet Supplies Plus | American Freight | Buddy’s | Sylvan | Total | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Acquisitions | ||||||||||||||||||||||||||||||||||||||
| Goodwill impairment | ( | ( | ||||||||||||||||||||||||||||||||||||
| Disposals and purchase accounting adjustments | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance as of July 1, 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
11
Components of intangible assets as of July 1, 2023 and December 31, 2022 were as follows:
| July 1, 2023 | ||||||||||||||||||||
| (In thousands) | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||
| Indefinite lived tradenames | $ | $ | — | $ | ||||||||||||||||
| Intangible assets: | ||||||||||||||||||||
| Franchise and dealer agreements | $ | $ | ( | $ | ||||||||||||||||
| Customer contracts | ( | |||||||||||||||||||
| Other intangible assets | ( | |||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||
| (In thousands) | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||
| Indefinite lived tradenames | $ | $ | — | $ | ||||||||||||||||
| Intangible assets: | ||||||||||||||||||||
| Franchise and dealer agreements | $ | $ | ( | $ | ||||||||||||||||
| Customer contracts | ( | |||||||||||||||||||
| Other intangible assets | ( | |||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||||||||
(6) Revenue
For details regarding the principal activities from which the Company generates its revenue, refer to “Note 1 – Description of Business and Summary of Significant Accounting Policies Presentation” in the Form 10-K. For more detailed information regarding reportable segments, refer to “Note 13 – Segments” in this Quarterly Report. The following represents the disaggregated revenue by reportable segments for the three months ended July 1, 2023:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| July 1, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Vitamin Shoppe | Pet Supplies Plus | Badcock | American Freight | Buddy’s | Sylvan | Consolidated | |||||||||||||||||||||||||||||||||||||
| Retail sales | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Wholesale sales | ||||||||||||||||||||||||||||||||||||||||||||
| Total product revenue | ||||||||||||||||||||||||||||||||||||||||||||
Royalties and advertising fees | ||||||||||||||||||||||||||||||||||||||||||||
| Financing revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income from amortization of original purchase discount | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Warranty and damage revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Total service revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Rental revenue, net | ||||||||||||||||||||||||||||||||||||||||||||
| Total rental revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
12
The following represents the disaggregated revenue by reportable segments for the six months ended July 1, 2023:
| Six Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| July 1, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Vitamin Shoppe | Pet Supplies Plus | Badcock | American Freight | Buddy's | Sylvan | Consolidated | |||||||||||||||||||||||||||||||||||||
| Retail sales | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Wholesale sales | ||||||||||||||||||||||||||||||||||||||||||||
| Total product revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Royalties and advertising fees | ||||||||||||||||||||||||||||||||||||||||||||
| Financing revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income from amortization of original purchase discount | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Warranty and damage revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Total service revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Rental revenue, net | ||||||||||||||||||||||||||||||||||||||||||||
| Total rental revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
The following represents the disaggregated revenue by reportable segments for the three months ended June 25, 2022:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| June 25, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Vitamin Shoppe | Pet Supplies Plus | Badcock | American Freight | Buddy’s | Sylvan | Consolidated | |||||||||||||||||||||||||||||||||||||
| Retail sales | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Wholesale sales | ||||||||||||||||||||||||||||||||||||||||||||
| Total product revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Royalties and advertising fees | ||||||||||||||||||||||||||||||||||||||||||||
| Financing revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income from amortization of original purchase discount | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Warranty and damage revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Total service revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Rental revenue, net | ||||||||||||||||||||||||||||||||||||||||||||
| Total rental revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
13
The following represents the disaggregated revenue by reportable segments for the six months ended June 25, 2022:
| Six Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| June 25, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Vitamin Shoppe | Pet Supplies Plus | Badcock | American Freight | Buddy's | Sylvan | Consolidated | |||||||||||||||||||||||||||||||||||||
| Retail sales | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Wholesale sales | ||||||||||||||||||||||||||||||||||||||||||||
| Total product revenue | ||||||||||||||||||||||||||||||||||||||||||||
Royalties and other franchise based fees | ||||||||||||||||||||||||||||||||||||||||||||
| Financing revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||||||||
| Interest income from amortization of original purchase discount | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Warranty and damage revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Total service revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Rental revenue, net | ||||||||||||||||||||||||||||||||||||||||||||
| Total rental revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Contract Balances
The following table provides information about receivables and contract liabilities (deferred revenue) from contracts with customers as of July 1, 2023 and December 31, 2022:
| (In thousands) | July 1, 2023 | December 31, 2022 | ||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
| Notes receivable | ||||||||||||||
| Customer deposits | $ | $ | ||||||||||||
| Gift cards and loyalty programs | ||||||||||||||
| Deferred franchise fee revenue | ||||||||||||||
| Other deferred revenue | ||||||||||||||
| Total deferred revenue | $ | $ | ||||||||||||
Deferred revenue consists of (1) amounts received for merchandise of which customers have not yet taken possession, (2) gift card or store credits outstanding, and (3) loyalty reward program credits which are primarily recognized within one year following the revenue deferral. Deferred franchise fee revenue is recognized over the term of the agreement, which is between five and twenty years. The amount of revenue recognized in the period that was included in the contract liability balance at the beginning of the period is immaterial to the condensed consolidated financial statements.
14
(7) Long-Term Obligations
For details regarding the Company’s long-term debt obligations, refer to “Note 10 – Long-Term Obligations” in the Form 10-K.
Long-term obligations at July 1, 2023 and December 31, 2022 were as follows:
| (In thousands) | July 1, 2023 | December 31, 2022 | ||||||||||||
| Term loans, net of debt issuance costs | ||||||||||||||
| First lien term loan, due March 10, 2026 | $ | $ | ||||||||||||
| Second lien term loan, due September 10, 2026 | ||||||||||||||
| Total term loans, net of debt issuance costs | ||||||||||||||
| ABL Revolver | ||||||||||||||
| Other long-term obligations | ||||||||||||||
| Finance lease liabilities | ||||||||||||||
| Total long-term obligations | ||||||||||||||
| Less current installments | ||||||||||||||
| Total long-term obligations, net | $ | $ | ||||||||||||
First Lien Credit Agreement
On February 2, 2023, the Company entered into the Third Amendment to the First Lien Credit Agreement, which amends the First Lien Credit Agreement dated as of March 10, 2021 to provide for an incremental term loan facility in the principal amount of $300.0 million and change the reference rate under the First Lien Credit Agreement from LIBOR to SOFR. The net proceeds were used to repay certain amounts outstanding under the Company’s ABL Credit Agreement.
Compliance with Debt Covenants
The Company’s revolving credit and long-term debt agreements impose restrictive covenants on it, including requirements to meet certain ratios. As of July 1, 2023, the Company was in compliance with all covenants under these agreements and, based on a continuation of current operating results, the Company expects to be in compliance for the next twelve months.
(8) Income Taxes
Overview
For the three months ended July 1, 2023 and June 25, 2022, the Company had an effective tax rate of 21.4 % and 24.9 %, respectively. For the six months ended July 1, 2023 and June 25, 2022, the Company had an effective tax rate of 11.7% and 24.5%, respectively. The changes in the effective tax rate compared to the prior year are due to a current year projected pre-tax loss compared to prior year pre-tax income and a current year non-cash goodwill impairment charge that is nondeductible for tax purposes.
Tax Receivable Agreement
On July 10, 2019, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the then-existing non-controlling interest holders (the “Buddy’s Members”) that provides for the payment by the Company to the Buddy’s Members of 40 % of the cash savings, if any, in federal, state and local taxes that the Company realizes or is deemed to realize as a result of any increases in tax basis of the assets of Franchise Group New Holdco, LLC (“New Holdco”) resulting from future redemptions or exchanges of New Holdco units.
Payments will be made when such Tax Receivable Agreement related deductions actually reduce the Company’s income tax liability. No payments were made to the Buddy’s Members pursuant to the Tax Receivable Agreement during the six months ended July 1, 2023. Total amounts due under the Tax Receivable Agreement to the Buddy’s Members as of July 1, 2023 were $15.4 million, with $1.0 million in “Other current liabilities” and the remaining amount recorded in “Other non-current liabilities” in the accompanying Condensed Consolidated Balance Sheets. Pursuant to the Company’s election under Section 754 of the Internal Revenue Code, the Company has obtained an increase in its share of the tax basis in the net assets of
15
(9) Net Income (Loss) Per Share
Diluted net income (loss) per share is computed using the weighted-average number of common stock and, if dilutive, the potential common stock outstanding during the period. Potential common stock consists of the incremental common stock issuable upon the exercise of stock options and vesting of restricted stock units. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method.
The following table sets forth the calculations of basic and diluted net income (loss) per share:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| (In thousands, except for share and per share amounts) | July 1, 2023 | June 25, 2022 | July 1, 2023 | June 25, 2022 | ||||||||||||||||||||||
| Net income (loss) attributable to Franchise Group | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Less: Preferred dividend declared | ( | ( | ( | ( | ||||||||||||||||||||||
| Adjusted net income (loss) available to Common Stockholders | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Weighted-average common stock outstanding | ||||||||||||||||||||||||||
| Net dilutive effect of stock options and restricted stock | ||||||||||||||||||||||||||
| Weighted-average diluted shares outstanding | ||||||||||||||||||||||||||
| Net income (loss) per share: | ||||||||||||||||||||||||||
| Basic net income per share | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Diluted net income per share | ( | ( | ||||||||||||||||||||||||
(10) Equity & Stock Compensation Plans
For a discussion of our stock-based compensation plans, refer to “Note 12 – Stock Compensation Plans” in the Form 10-K.
Restricted Stock Units
The Company has awarded service-based restricted stock units (the “RSUs”) to its non-employee directors, officers and certain employees. The Company recognizes expense based on the estimated fair value of the RSUs granted over the vesting period on a straight-line basis. The fair value of RSUs is determined using the Company’s closing stock price on the date of the grant. At July 1, 2023, unrecognized compensation costs related to the RSUs were $6.8 million. These costs are expected to be recognized through fiscal year 2026.
The following table summarizes the status of the RSUs as of and changes during the six months ended July 1, 2023:
| Number of RSUs | Weighted average fair value at grant date | |||||||||||||
| Balance as of December 31, 2022 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Canceled | ( | |||||||||||||
| Balance as of July 1, 2023 | $ | |||||||||||||
16
Performance Restricted Stock Units
The Company has awarded performance restricted stock units (the “PRSUs”) to its officers and certain employees. The Company recognizes expense based on the estimated fair value of the PRSUs granted over the vesting period on a straight-line basis. The fair value of PRSUs is determined using the Company’s closing stock price on the date of the grant. At July 1, 2023, unrecognized compensation costs related to the PRSUs were $0.1 million. These costs are expected to be recognized through fiscal year 2025.
The following table summarizes the status of the PRSUs as of and changes during the six months ended July 1, 2023:
| Number of PRSUs | Weighted average fair value at grant date | |||||||||||||
| Balance as of December 31, 2022 | $ | |||||||||||||
| Granted | ||||||||||||||
Adjusted for performance results achieved(1) | ||||||||||||||
| Vested | ( | |||||||||||||
| Canceled | ( | |||||||||||||
| Balance as of July 1, 2023 | $ | |||||||||||||
(1) Represents an adjustment for performance results achieved related to outstanding 2020 PRSU shares that reached 200% achievement in March 2023.
Market-Based Performance Restricted Stock Units
The Company has awarded market-based performance restricted stock units (the “MPRSUs”) to its officers and certain employees. The Company recognizes expense based on the estimated fair value of the MPRSUs granted over the vesting period on a straight-line basis. The fair value of MPRSUs is determined using a Monte Carlo simulation valuation model to calculate grant date fair value. Compensation expense is recognized over the requisite service period using the proportionate amount of the award’s fair value that has been earned through service to date. Under GAAP, compensation expense is not reversed if the award target is not achieved. At July 1, 2023, unrecognized compensation costs related to the MPRSUs were $5.3 million. These costs are expected to be recognized through fiscal year 2024.
The following table summarizes the status of the MPRSUs as of and changes during the six months ended July 1, 2023:
| Number of MPRSUs | Weighted average fair value at grant date | |||||||||||||
| Balance as of December 31, 2022 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ||||||||||||||
| Canceled | ( | |||||||||||||
| Balance as of July 1, 2023 | $ | |||||||||||||
Stock Options
The Company has awarded stock options to its non-employee directors and officers. As of July 1, 2023, there were 206,376 stock options outstanding. During the six months ended July 1, 2023, there were no stock options granted, 48,188 stock options exercised, and no stock options forfeited. The weighted-average exercise price of stock options outstanding was $9.32 per share as of July 1, 2023. All outstanding stock options will expire in fiscal years 2023 and 2024.
At July 1, 2023, there were zero non-vested stock options outstanding and there was no remaining unrecognized compensation cost related to vested stock options.
17
The following table summarizes information about stock options outstanding and exercisable at July 1, 2023:
| Options Outstanding and Exercisable | ||||||||||||||||||||
| Range of exercise prices | Number | Weighted average exercise price | Weighted average remaining contractual life (in years) | |||||||||||||||||
| $0.00 - $10.39 | $ | |||||||||||||||||||
| $10.40 - $11.97 | ||||||||||||||||||||
| $11.98 - $12.01 | ||||||||||||||||||||
| $ | ||||||||||||||||||||
Stock Compensation Expense
The Company recorded $2.8 million and $10.9 million in stock-based compensation expense during the six months ended July 1, 2023 and June 25, 2022, respectively.
Long-Term Incentive Plans
The Company has long-term incentive plans at various operating companies which are recorded as liabilities. Upon vesting, the awards granted under these plans may be settled in cash or shares of the Company’s stock at the Company’s discretion. The total aggregate liability for these plans as of July 1, 2023 is $12.7 million, recorded in “Other non-current liabilities” on the Condensed Consolidated Balance Sheets. During the six months ended July 1, 2023, total expense recognized related to these plans was $4.4 million.
(11) Related Party Transactions
The Company considers any of its directors, executive officers or beneficial owners of more than 5% of its common stock, or any member of the immediate family of the foregoing persons, to be related parties.
Messrs. Kahn and Laurence
Brian Kahn and Vintage Capital Management, LLC and its affiliates (“Vintage”), in aggregate, held approximately 34.8 % of the aggregate voting power of the Company through their ownership of common stock as of July 1, 2023. Brian Kahn and Andrew Laurence are principals of Vintage. Mr. Kahn is a member of the Board of Directors, President and Chief Executive Officer of the Company. Mr. Laurence is an Executive Vice President of the Company and served as a member of the Company’s Board of Directors until May 2021.
On May 10, 2023, the Company announced that it has entered into a definitive agreement and plan of merger with Freedom VCM, Inc., a Delaware corporation (“Parent”) and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Agreement”), pursuant to which members of the senior management team of the Company led by Brian Kahn, the Company’s Chief Executive Officer (collectively with affiliates and related parties of the senior management team, the “Management Group”), have agreed to acquire approximately 64% of the Company’s issued and outstanding common stock that the Management Group does not presently own or control (the “Proposed Merger”). For more detailed information regarding the Merger Agreement and Proposed Merger, refer to “Note 2 – Acquisitions and Business Combinations” in this Quarterly Report.
Buddy’s Franchises. Mr. Kahn’s brother-in-law owns eight Buddy’s franchises. All transactions between the Company’s Buddy’s segment and Mr. Kahn’s brother-in-law are conducted on a basis consistent with other franchisees.
Tax Receivable Agreement
Refer to “Note 8 – Income Taxes” for detail regarding the amounts due under the Tax Receivable Agreement to the Buddy’s Members.
18
(12) Commitments and Contingencies
In the ordinary course of operations, the Company may become a party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, individually or in the aggregate, will not have a material adverse effect on the Company’s business, financial condition, cash flows, or results of operations.
The Company is party to claims and lawsuits that are considered to be ordinary, routine litigation incidental to the business, including claims and lawsuits concerning the fees charged to customers for various products and services, relationships with franchisees, intellectual property disputes, employment matters, and contract disputes. Although the Company cannot provide assurance that it will ultimately prevail in each instance, it believes the amount, if any, it will be required to pay in the discharge of liabilities or settlements in these claims will not have a material adverse impact on its consolidated results of operations, financial position, or cash flows.
Refer to “Note 14 – Subsequent Events” for detail regarding litigation related to the Proposed Merger.
Guarantees
The Company remains secondarily liable under various real estate leases that were assigned to franchisees who acquired Pet Supplies Plus or Vitamin Shoppe stores from the Company. In the event of the failure of an acquirer to pay lease payments, the Company could be obligated to pay the remaining lease payments which extend through 2033 and in aggregate are $34.4 million and $30.2 million as of July 1, 2023 and December 31, 2022, respectively. In certain cases, the Company could attempt to recover from the franchisees’ personal assets should the Company be required to pay remaining lease obligations.
If the Company is required to make payments under any of these guarantees, the Company could seek to recover those amounts from the franchisees or in some cases their affiliates. The Company believes that payment under any of these guarantees is remote as of July 1, 2023.
(13) Segments
The Company’s operations are conducted in six reportable business segments: Vitamin Shoppe, Pet Supplies Plus, Badcock, American Freight, Buddy’s, and Sylvan. The Company defines its segments as those operations which results its chief operating decision maker regularly reviews to analyze performance and allocate resources.
The Vitamin Shoppe segment is an omnichannel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance, and services to help them become their best selves, however they define it. The Vitamin Shoppe segment offers one of the largest varieties of products among vitamin, mineral and supplement retailers. The broad product offering enables the company to provide customers with a depth of selection of products that may not be readily available at other specialty retailers or mass merchants, such as discount stores, supermarkets, drug stores and wholesale clubs. The Vitamin Shoppe continues to focus on improving the customer experience through the roll-out of initiatives including increasing customer engagement and personalization, redesigning the omnichannel experience (including in stores as well as through the internet and mobile devices), growing private brands and improving the effectiveness of pricing and promotions. Vitamin Shoppe is headquartered in Secaucus, New Jersey.
The Pet Supplies Plus segment is a leading omnichannel retail chain and franchisor of pet supplies and services. Pet Supplies Plus has a diversified revenue model comprised of Company-owned store revenue, franchise royalties and revenue generated by the wholesale distribution of products to its franchisees. Pet Supplies Plus offers a curated selection of premium brands, proprietary private labels and specialty products with retail price parity with online players. Additionally, Pet Supplies Plus offers grooming, pet wash and other services in most of its locations. The Pet Supplies Plus segment operates under the “Pet Supplies Plus” and "Wag N' Wash" brands and is headquartered in Livonia, Michigan.
The Badcock segment is a retailer of furniture, appliances, bedding, electronics, home office equipment, accessories and seasonal items in a showroom format. Additionally, Badcock offers multiple and flexible payment solutions and credit options through its consumer and third-party financing services. The Badcock segment operates under the “Badcock Home Furniture & more” brand and is headquartered in Mulberry, Florida.
The American Freight segment is a retail chain offering in-store and online access to furniture, mattresses, new and out-of-box home appliances and home accessories at discount prices. American Freight buys direct from manufacturers and sells direct in warehouse-style stores. By cutting out the middleman and keeping its overhead costs low, American Freight can offer quality products at low prices. American Freight provides customers with multiple payment options providing access to high-quality products and brand name appliances that may otherwise remain aspirational to some of its customers.
19
American Freight also serves as a liquidation channel for major appliance vendors. American Freight operates specialty distribution centers that test every out-of-box appliance before it is offered for sale to customers. Customers typically are covered by the original manufacturer’s warranty and are offered the opportunity to purchase a full suite of extended-service plans and services. The American Freight segment operates under the “American Freight” brand and is headquartered in Delaware, Ohio.
The Buddy’s segment is a specialty retailer of high quality, name brand consumer electronic, residential furniture, appliances and household accessories through rent-to-own agreements. The rental transaction allows customers the opportunity to benefit from the use of high-quality products under flexible rental purchase agreements without long-term obligations. The Buddy’s segment operates under the “Buddy’s” brand and is headquartered in Orlando, Florida.
The Sylvan segment is an established and growing franchisor of supplemental education for Pre-K-12 students and families. Sylvan addresses the full range of student needs with a broad variety of academic curriculums delivered in an omnichannel format. The Sylvan platform provides franchisees with the ability to provide a range of services, including on premises, virtually, at a satellite location, and in the home. Sylvan is headquartered in Hunt Valley, Maryland.
Refer to “Note 6 – Revenue” for total revenues by segment. Operating income (loss) by segment were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | July 1, 2023 | June 25, 2022 | ||||||||||||||||||||||
| Income (loss) from operations: | ||||||||||||||||||||||||||
| Vitamin Shoppe | $ | $ | $ | $ | ||||||||||||||||||||||
| Pet Supplies Plus | ||||||||||||||||||||||||||
| Badcock | ||||||||||||||||||||||||||
| American Freight | ( | ( | ||||||||||||||||||||||||
| Buddy’s | ||||||||||||||||||||||||||
| Sylvan | ||||||||||||||||||||||||||
| Total Segments | ||||||||||||||||||||||||||
| Corporate | ( | ( | ( | ( | ||||||||||||||||||||||
| Consolidated income (loss) from operations | $ | $ | $ | ( | $ | |||||||||||||||||||||
Total assets by segment were as follows:
| (In thousands) | July 1, 2023 | December 31, 2022 | ||||||||||||
| Total assets: | ||||||||||||||
| Vitamin Shoppe | $ | $ | ||||||||||||
| Pet Supplies Plus | ||||||||||||||
| Badcock | ||||||||||||||
| American Freight | ||||||||||||||
| Buddy’s | ||||||||||||||
| Sylvan | ||||||||||||||
| Total Segments | ||||||||||||||
| Corporate | ||||||||||||||
| Consolidated total assets | $ | $ | ||||||||||||
(14) Subsequent Events
Redemption of Preferred Stock
On July 19, 2023, the Company issued a notice of redemption for all outstanding shares of its 7.50% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”). The Company is redeeming the Preferred Stock in connection
20
with the Proposed Merger and in accordance with the terms and conditions of the Merger Agreement. The Redemption is contingent upon the Company’s successful completion of the Proposed Merger and, in the event the Proposed Merger does not occur and the Merger Agreement is terminated in accordance with its terms, the notice of redemption will be deemed rescinded and the Redemption will not occur.
The 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”). From and after the Redemption Date, dividends will cease to accrue on the Preferred Stock and the Preferred Stock will no longer be deemed outstanding and all rights of the holders of the Preferred Stock, other than the right to receive the Redemption Price upon Redemption, will cease and terminate. Upon Redemption, the Preferred Stock will be delisted from trading on the Nasdaq Global Market.
Litigation Related to the Proposed Merger
As disclosed in the definitive proxy statement filed by the Company with the SEC on July 14, 2023 (the “Definitive Proxy Statement”), between June 14, 2023 and July 13, 2023, the Company received from purported stockholders of the Company (i) five demand letters relating to the Proposed Merger and (ii) five demands pursuant to Section 220 of the General Corporation Law of the State of Delaware seeking certain books and records of the Company related to the Proposed Merger and related matters.
Following the filing of the Definitive Proxy Statement, one lawsuit relating to the Proposed Merger was filed: John Pels v. Franchise Group, Inc., et al., Case 23 CVH 07 0508 (Ohio C.P., July 20, 2023), (the “Action”) and the Company received from purported Company stockholders (i) two additional Section 220 books and records demands (cumulatively with the Section 220 books and records demands disclosed in the Definitive Proxy Statement, the “220 Demands”) and (ii) nine additional demand letters relating to the Proposed Merger (cumulatively with the demand letters disclosed in the Definitive Proxy Statement, the “Demand Letters” and together with the 220 Demands and the Actions, the “Matters”). The Matters allege, among other things, that the defendants named therein violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder because the preliminary proxy statement filed with the SEC in connection with the Proposed Merger or Definitive Proxy Statement allegedly omit or misstate certain material information, and/or were allegedly in breach of their obligations under state law and/or common law. The Action seeks, among other things, injunctive relief preventing the consummation of the Proposed Merger, rescission of the Proposed Merger if it is consummated, damages and attorneys’ fees.
The Company believes that the claims asserted in the Matters are without merit and that no supplemental disclosure is required under applicable law. However, in order to moot unmeritorious disclosure claims, to avoid the risk of the Matters delaying or adversely affecting the Proposed Merger and to minimize the costs, risks and uncertainties inherent in litigation, without admitting any liability or wrongdoing, the Company determined to voluntarily supplement the Definitive Proxy Statement as described in the supplement to the Definitive Proxy Statement filed on August 8, 2023.
This Action is not expected to affect the timing of the Company’s special meeting of stockholders to be held for the purpose of voting upon, among other things, the Proposed Merger, which is scheduled to be held on August 17, 2023, or the amount of the consideration to be paid to the Company’s stockholders in connection with the Proposed Merger.
21
ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements concerning our business, operations, and financial performance and condition as well as our plans, objectives, and expectations for our business operations and financial performance and condition. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. They are not guarantees of future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Additionally, other factors may cause actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. Factors that may cause such differences include, but are not limited to, the risks described under “Item 1A-Risk Factors,” including:
•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
•the inability to complete the Proposed Merger due to the failure to obtain stockholder approval for the Proposed Merger or the failure to satisfy other conditions to completion of the Proposed Merger;
•risks related to disruption of management’s attention from our ongoing business operations due to the Proposed Merger;
•unexpected costs, charges or expenses resulted from the Proposed Merger;
•our ability to retain and hire key personnel in light of the Proposed Merger;
•certain restrictions during the pendency of the Proposed Merger that may impact our ability to pursue certain business opportunities or strategic transactions;
•litigation relating to the Proposed Merger has and could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto;
•the effect of the announcement of the Proposed Merger on our relationships with our franchisees, dealers and customers, operating results and business generally;
•the risk that the Proposed Merger will not be consummated in a timely manner, if at all;
•the market's perception of our prospects could be adversely affected if the Proposed Merger were delayed or were not consummated;
•the risk that natural disasters, public health crises, political uprisings, uncertainty or unrest, or other catastrophic events could adversely affect our operations and financial results, including the impact of the COVID-19 pandemic on manufacturing operations and our supply chain, customer traffic and our operations in general;
•the possibility that any of the anticipated benefits of our acquisitions or dispositions will not be realized or will not be realized within the expected time period, our businesses and our acquisitions may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, or revenues following our acquisitions may be lower than expected or we are unable to sell non-core assets;
•our ability to identify and consummate attractive acquisitions on favorable terms;
•additional leverage incurred in connection with acquisitions or other capital expenditure initiatives;
22
•our inability to grow on a sustainable basis;
•changes in operating costs, including employee compensation and benefits and increased transportation costs and delays attributed to global supply chain challenges;
•higher inflation rates, which may result in reduced customer traffic or impact discretionary consumer spending;
•the seasonality of the products and services we provide in certain of our business segments;
•departures of key executives, senior management members or directors;
•our ability to attract additional talent to our teams;
•our ability to maintain an active trading market for our common stock on The Nasdaq Global Market (“Nasdaq”);
•the effect of regulation of the products and services that we offer, including changes in laws and regulations and the costs and administrative burdens associated with complying with such laws and regulations;
•our ability to develop and maintain relationships with our third-party product and service providers;
•our ability to offer merchandise and services that our customers demand;
•our ability to successfully manage our inventory levels and implement initiatives to improve inventory management and other capabilities;
•competitive conditions in the retail industry and consumer services markets;
•the performance of our products within the prevailing industry;
•worldwide economic conditions and business uncertainty, the availability of consumer and commercial credit, higher debt capital costs, change in consumer confidence, tastes, preferences and spending, and changes in vendor relationships;
•the uncertainty of public health measures on our business and results of operations;
•disruption of manufacturing, warehouse or distribution facilities or information systems;
•the continued reduction of our competitors promotional pricing on new-in-box appliances, potentially adversely impacting our sales of out-of-box appliances and associated margin;
•any potential non-compliance, fraud or other misconduct by our franchisees, dealers, or employees;
•our ability and the ability of our franchisees and dealers to comply with legal and regulatory requirements;
•failures by our franchisees, the franchisees’ employees, and our dealers to comply with their contractual obligations to us and with laws and regulations, to the extent these failures affect our reputation or subject us to legal risk;
•our ability to attract and retain new franchisees and dealers and the ability of our franchisees and dealers to open new stores and territories and operate them successfully;
•the availability of suitable store locations at appropriate lease terms;
•the ability of our franchisees and dealers to generate sufficient revenue to pay us royalties and fees;
•our ability to manage Company-owned stores;
•our exposure to litigation and any governmental investigations;
23
•our ability and our franchisees’ and dealers’ ability to protect customers’ personal information, including from a cyber-security incident;
•the impact of identity-theft concerns on customer attitudes toward our services;
•our ability to access the credit markets and satisfy our covenants to lenders;
•our operating subsidiary’s potential repurchase of certain finance receivables if certain representations and warranties about the quality and nature of such receivables are breached, which may negatively impact our results of operations, financial condition, and liquidity;
•a decline in the credit quality of our customers, a decrease in our credit sales, or other factors outside of our control, which could lead to a decrease in our product sales and profitability;
•our reliance on technology systems and electronic communications; and
•other factors, including the risk factors discussed in this Quarterly Report.
Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. These forward-looking statements speak only as of the date of this quarterly report. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. A potential investor or other vendor should, however, review the factors and risks we describe in the reports we will file from time to time with the U.S. Securities and Exchange Commission (“SEC”) after the date of this Quarterly Report.
Overview
We are an owner and operator of franchised and franchisable businesses that continually looks to grow our portfolio of brands while utilizing our operating and capital allocation philosophies to generate strong cash flows. We have a diversified and growing portfolio of highly recognized brands. Our asset-light business model is designed to generate consistent, recurring revenue and strong operating margins and requires limited maintenance capital expenditures. As a multi-brand operator, we continually look to diversify and grow our portfolio of brands either through acquisition or organic brand development. Our acquisition strategy typically targets businesses that are highly cash flow generative with compelling unit economics that can be scaled by adding franchise and company owned units, or that can be restructured to enhance performance and value to Franchise Group. We strive to create value for our stockholders by generating free cash flow and capital-efficient growth across economic cycles.
Our business lines include The Vitamin Shoppe (“Vitamin Shoppe”), Pet Supplies Plus, Badcock Home Furniture & more (“Badcock”), American Freight, Buddy’s Home Furnishings (“Buddy’s”), and Sylvan Learning (“Sylvan”). Refer to “Note 13 – Segments” in this Quarterly Report for additional information.
Our revenue is primarily derived from merchandise sales, rental revenue, and service revenues comprised of royalties and other required fees from our franchisees, dealers and financing programs.
In evaluating our performance, management focuses on Adjusted EBITDA as a measure of the cash flow from recurring operations from the businesses. Adjusted EBITDA represents net income (loss), before income taxes, interest expense, depreciation and amortization, and certain other items.
Proposed Merger
On May 10, 2023, we announced that we had entered into a definitive agreement and plan of merger with Freedom VCM, Inc., a Delaware corporation (“Parent”) and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Agreement”), pursuant to which members of our senior management team led by Brian Kahn, our Chief Executive Officer (collectively with affiliates and related parties of our senior management team, the “Management Group”), have agreed to acquire approximately 64% of our issued and outstanding common stock that the Management Group does not presently own or control(the “Proposed Merger”). Under the terms of the Proposed Merger, our common stockholders, other than the Management Group, are entitled to receive $30.00 in cash for each share of our common stock they hold.
24
The Proposed Merger is anticipated to close in the second half of 2023, subject to satisfaction or waiver of the closing conditions, including approval by regulatory authorities and our stockholders, including approval by a majority of the shares of our common stock not owned or controlled by the Management Group. Upon completion of the Proposed Merger, we will become a private company and will no longer be publicly listed or traded on Nasdaq.
Additional information about the Merger Agreement and the Proposed Merger is set forth in our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 14, 2023.
Impact of COVID-19
As of the date of this Quarterly Report, we have experienced some supply chain delays and disruptions, including adverse consequences to our supply chain function from decreased procurement volumes in connection with the COVID-19 pandemic. We believe that the lingering effects of the COVID-19 pandemic could negatively impact our business and financial results by weakening demand for our products and services, further disrupting our supply chain or affecting our ability to raise capital from financial institutions. As events continue to change, we are unable to accurately predict the impact that the COVID-19 pandemic will have on our results of operations due to uncertainties including, but not limited to, the impact of new subvariants and the public's or governments' response to the outbreak; however, we are actively managing our business to respond to the impact.
Results of Operations
The table below shows results of operations for the three and six months ended July 1, 2023 and June 25, 2022.
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 1,038,686 | $ | 1,094,998 | $ | (56,312) | (5.1) | % | $ | 2,143,507 | $ | 2,230,467 | $ | (86,960) | (3.9) | % | ||||||||||||||||||||||||||||||||||
| Income from operations | 22,500 | 77,106 | (54,606) | (70.8) | % | (4,029) | 207,472 | (211,501) | (101.9) | % | ||||||||||||||||||||||||||||||||||||||||
| Net income | $ | (50,796) | $ | 40,983 | $ | (91,779) | (223.9) | % | $ | (159,113) | $ | 53,301 | $ | (212,414) | (398.5) | % | ||||||||||||||||||||||||||||||||||
Revenues. The table below sets forth the components and changes in our revenues for the three and six months ended July 1, 2023 and June 25, 2022.
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Product | $ | 916,112 | $ | 952,009 | $ | (35,897) | (3.8) | % | $ | 1,892,920 | $ | 1,931,173 | $ | (38,253) | (2.0) | % | ||||||||||||||||||||||||||||||||||
| Service and other | 115,501 | 135,648 | (20,147) | (14.9) | % | 236,069 | 283,929 | (47,860) | (16.9) | % | ||||||||||||||||||||||||||||||||||||||||
| Rental | 7,073 | 7,341 | (268) | (3.7) | % | 14,518 | 15,365 | (847) | (5.5) | % | ||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 1,038,686 | $ | 1,094,998 | $ | (56,312) | (5.1) | % | $ | 2,143,507 | $ | 2,230,467 | $ | (86,960) | (3.9) | % | ||||||||||||||||||||||||||||||||||
For the three months ended July 1, 2023, total revenues decreased $56.3 million, or (5.1)%, to $1,038.7 million compared to $1,095.0 million in the same period last year. This decrease was primarily due to a $61.1 million decrease in revenue at our Badcock segment and a $23.0 million decrease in revenue at our American Freight segment. These decreases were partially offset by a $30.1 million increase in revenue at our Pet Supplies Plus segment.
For the six months ended July 1, 2023, total revenues decreased $87.0 million, or (3.9)%, to $2,143.5 million compared to $2,230.5 million in the same period last year. The decrease was primarily due to a $130.1 million decrease in revenue at our Badcock segment and a $27.9 million decrease in revenue at our American Freight segment. These decreases were partially offset by a $62.9 million increase in revenue at our Pet Supplies Plus segment.
25
Operating expenses. The following table details the amounts and changes in our operating expenses for the three and six months ended July 1, 2023 and June 25, 2022.
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Product | $ | 621,482 | $ | 600,780 | $ | 20,702 | 3.4 | % | $ | 1,278,386 | $ | 1,217,364 | $ | 61,022 | 5.0 | % | ||||||||||||||||||||||||||||||||||
| Service and other | 8,634 | 8,732 | (98) | (1.1) | % | 18,213 | 17,395 | 818 | 4.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Rental | 2,507 | 2,741 | (234) | (8.5) | % | 5,133 | 5,603 | (470) | (8.4) | % | ||||||||||||||||||||||||||||||||||||||||
| Total cost of revenue | 632,623 | 612,253 | 20,370 | 3.3 | % | 1,301,732 | 1,240,362 | 61,370 | 4.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | 383,563 | 405,639 | (22,076) | (5.4) | % | 770,804 | 782,633 | (11,829) | (1.5) | % | ||||||||||||||||||||||||||||||||||||||||
| Goodwill impairment expense | — | — | — | 100.0 | % | 75,000 | — | 75,000 | — | % | ||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 1,016,186 | $ | 1,017,892 | $ | (1,706) | (0.2) | % | $ | 2,147,536 | $ | 2,022,995 | $ | 124,541 | 6.2 | % | ||||||||||||||||||||||||||||||||||
For the three months ended July 1, 2023, total operating expenses were $1,016.2 million compared to $1,017.9 million in the same period last year, representing a decrease of $1.7 million, or (0.2)%. This decrease was primarily due to a $33.0 million decrease in operating expenses at our Badcock segment, partially offset by a $31.1 million increase in operating expenses at our Pet Supplies Plus segment.
For the six months ended July 1, 2023, total operating expenses were $2,147.5 million compared to $2,023.0 million in the same period last year, representing an increase of $124.5 million, or 6.2%. This increase was primarily due to a $96.9 million increase in operating expenses at our American Freight segment, $75.0 million of which was due to a non-cash goodwill impairment charge, as further discussed in “Note 5 - Goodwill and Intangible Assets” in the Notes to the Consolidated Financial Statements in this Quarterly Report. The remaining increase was due to a $61.6 million increase in operating expenses at our Pet Supplies Plus segment and a $19.1 million increase in operating expenses at our Vitamin Shoppe segment, partially offset by a $46.5 million decrease in operating expenses at our Badcock segment.
Non-operating income (expense) decreased $64.6 million and $39.2 million for the three and six months ended July 1, 2023, respectively, due to the following:
Gain on sale-leaseback transactions. Gain on sale-leaseback transactions decreased $49.9 million for the three and six months ended July 1, 2023 compared to the prior year due to sale-leaseback transactions in the three months ended June 25, 2022.
Other. Other expense increased $16.6 million for the three months ended July 1, 2023 compared to the prior year due to a $16.6 million increase in the loss related to our investment in NextPoint Acquisition Corp. compared to the prior period. For the six months ended July 1, 2023, other expense decreased $5.2 million due to a decrease in the loss related to our investment in NextPoint Acquisition Corp. compared to the prior period.
Interest expense, net. Interest expense, net decreased $5.5 million and $10.7 million for the three and six months ended July 1, 2023, respectively. These decreases were due primarily to decreases of $22.9 million and $40.1 million of interest expense related to the Badcock securitized receivables portfolio for the three and six months ended July 1, 2023, respectively, partially offset by $14.9 million and $26.5 million in additional interest expense for the three and six months ended July 1, 2023, respectively, related to the First and Second Lien Term Loans and revolving credit facility (the “ABL Revolver”).
Income tax benefit. Our effective tax rate, including discrete income tax items, was 11.7% and 24.5% for the six months ended July 1, 2023 and June 25, 2022, respectively. The changes in the effective tax rate for the six months ended July 1, 2023 compared to the same period in the prior year are due to a current year projected pre-tax loss compared to prior year pre-tax income and a current year non-cash goodwill impairment charge that is nondeductible for tax purposes.
26
Segment Information
We, through our franchisees and Company-owned stores, operate a system of point of sale retail and rent-to-own locations. Our operations are conducted in six reporting business segments: Vitamin Shoppe, Pet Supplies Plus, Badcock, American Freight, Buddy’s, and Sylvan. Refer to “Note 13 – Segments” in this Quarterly Report for additional information.
Vitamin Shoppe
The following table summarizes the operating results of our Vitamin Shoppe segment:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 304,727 | $ | 306,897 | $ | (2,170) | (0.7) | % | $ | 626,429 | $ | 617,851 | $ | 8,578 | 1.4 | % | ||||||||||||||||||||||||||||||||||
| Operating expenses | 276,076 | 275,880 | 196 | 0.1 | % | 570,583 | 551,480 | 19,103 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Segment income | $ | 28,651 | $ | 31,017 | $ | (2,366) | (7.6) | % | $ | 55,846 | $ | 66,371 | $ | (10,525) | (15.9) | % | ||||||||||||||||||||||||||||||||||
Total revenue for the three months ended July 1, 2023 for our Vitamin Shoppe segment decreased $2.2 million, or 0.7%, compared to the same period in the prior year. The decrease was primarily due to lower store count. Total revenue for the six months ended July 1, 2023 increased $8.6 million, or 1.4%, compared to the same period in the prior year. The increase in revenue was driven primarily by higher average transaction values and increased store traffic compared to the prior year period.
Operating expenses for our Vitamin Shoppe segment remained relatively flat with an increase of $0.2 million, or 0.1%, for the three months ended July 1, 2023. For the six months ended July 1, 2023, operating expenses increased $19.1 million, or 3.5%, compared to the same period in the prior year primarily due to an increase in cost of goods sold of $14.1 million, which was primarily due to increased sales and merchandise mix.
Pet Supplies Plus
The following table summarizes the operating results of our Pet Supplies Plus segment:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 332,783 | $ | 302,733 | $ | 30,050 | 9.9 | % | $ | 666,854 | $ | 603,946 | $ | 62,908 | 10.4 | % | ||||||||||||||||||||||||||||||||||
| Operating expenses | 315,194 | 284,079 | 31,115 | 11.0 | % | 629,899 | 568,271 | 61,628 | 10.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Segment income | $ | 17,589 | $ | 18,654 | $ | (1,065) | (5.7) | % | $ | 36,955 | $ | 35,675 | $ | 1,280 | 3.6 | % | ||||||||||||||||||||||||||||||||||
Total revenue for our Pet Supplies Plus segment increased $30.1 million, or 9.9%, for the three months ended July 1, 2023 as compared to the same period last year. Our Pet Supplies Plus segment opened 66 franchise stores and 9 corporate stores since the prior year period, resulting in a $16.1 million increase in wholesale revenue and a $13.3 million increase in retail sales.
Total revenue for our Pet Supplies Plus segment increased $62.9 million, or 10.4%, for the six months ended July 1, 2023 as compared to the same period last year. The increase was also due the opening of 66 franchise stores and 9 corporate stores since the prior year period, resulting in a $44.8 million increase in wholesale revenue and a $17.6 million increase in retail sales.
Operating expenses for our Pet Supplies Plus segment increased $31.1 million, or 11.0%, for the three months ended July 1, 2023 as compared to the same period last year as cost of revenue increased at a rate comparable to revenue and merchandise costs also increased.
Operating expenses for our Pet Supplies Plus segment increased $61.6 million, or 10.8%, for the six months ended July 1, 2023 as compared to the same period last year as cost of revenue increased at a rate comparable to revenue.
27
Badcock
The following table summarizes the operating results of our Badcock segment:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 172,221 | $ | 233,299 | $ | (61,078) | (26.2) | % | $ | 359,508 | $ | 489,558 | $ | (130,050) | (26.6) | % | ||||||||||||||||||||||||||||||||||
| Operating expenses | 169,362 | 202,396 | (33,034) | (16.3) | % | 341,906 | 388,424 | (46,518) | (12.0) | % | ||||||||||||||||||||||||||||||||||||||||
| Segment income | $ | 2,859 | $ | 30,903 | $ | (28,044) | (90.7) | % | $ | 17,602 | $ | 101,134 | $ | (83,532) | (82.6) | % | ||||||||||||||||||||||||||||||||||
Total revenue for our Badcock segment decreased $61.1 million, or (26.2)%, for the three months ended July 1, 2023 as compared to the same period last year. The decrease was attributable to:
•A $37.7 million decrease in product revenue driven by the inflationary environment, which resulted in decreased customer traffic compared to the prior year period.
•A $23.3 million decrease in service revenue, as the amortization of the accounts receivable discount included in service revenue was less than the prior year period ($6.0 million in the three months ended July 1, 2023 compared to $24.7 million in the three months ended June 25, 2022). The remaining decrease was driven by lower interest income due to the declining customer financing receivable balance.
For the six months ended July 1, 2023, total revenue for our Badcock segment decreased $130.1 million, or (26.6)% as compared to the same period last year. The decrease was attributable to:
•A $72.1 million decrease in product revenue driven by the inflationary environment, which resulted in decreased customer traffic compared to the prior year period.
•A $57.9 million decrease in service revenue, as the amortization of the accounts receivable discount included in service revenue was less than the prior year period ($14.3 million in the six months ended July 1, 2023 compared to $62.3 million in the six months ended June 25, 2022). The remaining decrease was driven by lower interest income due to the declining customer financing receivable balance.
Operating expenses for our Badcock segment decreased $33.0 million, or (16.3)%, and $46.5 million, or (12.0)%, for the three and six months ended July 1, 2023, respectively, as compared to the same periods last year. These decreases were due to the decrease in revenue partially offset by higher merchandise costs.
American Freight
The following table summarizes the operating results of our American Freight segment:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 203,427 | $ | 226,428 | $ | (23,001) | (10.2) | % | $ | 439,989 | $ | 467,843 | $ | (27,854) | (6.0) | % | ||||||||||||||||||||||||||||||||||
| Operating expenses | 225,317 | 221,399 | 3,918 | 1.8 | % | 548,508 | 451,601 | 96,907 | 21.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Segment income | $ | (21,890) | $ | 5,029 | $ | (26,919) | (535.3) | % | $ | (108,519) | $ | 16,242 | $ | (124,761) | (768.1) | % | ||||||||||||||||||||||||||||||||||
Total revenue for our American Freight segment decreased $23.0 million, or 10.2%, and $27.9 million, or (6.0)%, for the three and six months ended July 1, 2023, respectively, as compared to the same period last year. The decreases were attributable to lower demand for furniture, mattresses, and appliances driven by the inflationary environment which resulted in reduced customer traffic.
28
Operating expenses for our American Freight segment increased $3.9 million, or 1.8%, and $96.9 million, or 21.5%, for the three and six months ended July 1, 2023, respectively, as compared to the same period in the prior year. The increase in operating expense for the six months ended July 1, 2023 was primarily due to a $75.0 million non-cash goodwill impairment charge, as further discussed in “Note 5 – Goodwill and Intangible Assets” in the Notes to the Consolidated Financial Statements in this Quarterly Report. The increase was also due to higher merchandise costs from orders placed in the prior year, which includes higher inbound freight costs.
Buddy’s
The following table summarizes the operating results of our Buddy’s segment:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 13,819 | $ | 14,129 | $ | (310) | (2.2) | % | $ | 28,786 | $ | 29,713 | $ | (927) | (3.1) | % | ||||||||||||||||||||||||||||||||||
| Operating expenses | 10,925 | 10,568 | 357 | 3.4 | % | 22,153 | 22,087 | 66 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||||
| Segment income | $ | 2,894 | $ | 3,561 | $ | (667) | (18.7) | % | $ | 6,633 | $ | 7,626 | $ | (993) | (13.0) | % | ||||||||||||||||||||||||||||||||||
Total revenue for our Buddy’s segment decreased $0.3 million, or (2.2)%, and $0.9 million, or (3.1)%, for the three and six months ended July 1, 2023, respectively, as compared to the same periods last year. The decreases in revenue were primarily attributable to the inflationary environment which resulted in reduced customer traffic.
Operating expenses for our Buddy’s segment increased $0.4 million, or 3.4%, and $0.1 million, or 0.3%, for the three and six months ended July 1, 2023, respectively, due to an increase in selling, general, and administrative expense in the current year period.
Sylvan
The following table summarizes the operating results of our Sylvan segment:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | $ | % | July 1, 2023 | June 25, 2022 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 11,709 | $ | 11,512 | $ | 197 | 1.7 | % | $ | 21,941 | $ | 21,556 | $ | 385 | 1.8 | % | ||||||||||||||||||||||||||||||||||
| Operating expenses | 9,886 | 9,879 | 7 | 0.1 | % | 18,967 | 18,975 | (8) | — | % | ||||||||||||||||||||||||||||||||||||||||
| Segment income | $ | 1,823 | $ | 1,633 | $ | 190 | 11.6 | % | $ | 2,974 | $ | 2,581 | $ | 393 | 15.2 | % | ||||||||||||||||||||||||||||||||||
Total revenue for our Sylvan segment increased $0.2 million, or 1.7%, and $0.4 million, or 1.8%, for the three and six months ended July 1, 2023, respectively as compared to the same periods last year. The increases were attributable to an increase in franchise revenue.
Adjusted EBITDA
To provide additional information regarding our financial results, we have disclosed Adjusted EBITDA in the table below and within this Quarterly Report. Adjusted EBITDA represents net income (loss), before income taxes, interest expense, depreciation and amortization, and certain other items specified below. Additionally, acquisition costs include adjusting for costs of potential acquisitions and final costs of completed acquisitions. We have provided a reconciliation below of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.
We have included Adjusted EBITDA in this Quarterly Report because we believe the presentation of this measure is useful to investors as a supplemental measure in evaluating the aggregate performance of our operating businesses and in comparing our results from period to period because it excludes items that we do not believe are reflective of our core or ongoing operating results. In the Adjusted EBITDA table below, we have removed all revenues and expenses related to our Badcock segment’s in-house financing operations. This includes all amounts related to accounts receivables and securitized receivables. We believe this provides investors a more accurate representation of ongoing operations as we intend to cease in-house financing operations within a year. This measure is used by our management to evaluate performance and make resource
29
allocation decisions each period. Adjusted EBITDA is also the primary operating metric used in the determination of executive management’s compensation. In addition, a measure similar to Adjusted EBITDA is used in our credit facilities. Adjusted EBITDA is not a recognized financial measure under GAAP and may not be comparable to similarly-titled measures used by other companies in our industry. Adjusted EBITDA should not be considered in isolation from or as an alternative to net income (loss), operating income (loss), or any other performance measures derived in accordance with GAAP.
The following table presents a reconciliation of Adjusted EBITDA for each of the periods indicated.
| Reconciliation of Net Income to Adjusted EBITDA | ||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| (In thousands) | July 1, 2023 | June 25, 2022 | July 1, 2023 | June 25, 2022 | ||||||||||||||||||||||
| Net income (loss) | $ | (50,796) | $ | 40,983 | $ | (159,113) | $ | 53,301 | ||||||||||||||||||
| Add back: | ||||||||||||||||||||||||||
| Interest expense | 83,364 | 88,839 | 170,493 | 181,167 | ||||||||||||||||||||||
| Income tax expense (benefit) | (13,845) | 13,572 | (21,020) | 17,250 | ||||||||||||||||||||||
| Depreciation and amortization charges | 21,265 | 19,554 | 42,889 | 41,588 | ||||||||||||||||||||||
| Total Adjustments | 90,784 | 121,965 | 192,362 | 240,005 | ||||||||||||||||||||||
| EBITDA | 39,988 | 162,948 | 33,249 | 293,306 | ||||||||||||||||||||||
| Adjustments to EBITDA | ||||||||||||||||||||||||||
| Executive severance and related costs | 24 | 161 | 1,593 | 256 | ||||||||||||||||||||||
| Stock-based and long term executive compensation | 2,771 | 8,041 | 7,221 | 14,667 | ||||||||||||||||||||||
| Litigation costs and settlements | 1,214 | (269) | 1,308 | (39) | ||||||||||||||||||||||
| Corporate compliance costs | — | — | (4) | 51 | ||||||||||||||||||||||
| Store closures | 99 | 153 | 117 | 1,086 | ||||||||||||||||||||||
| Securitized accounts receivable interest income | (26,286) | (48,657) | (56,871) | (113,683) | ||||||||||||||||||||||
| Securitized accounts receivable allowance for credit losses | 26,344 | 43,549 | 48,339 | 59,962 | ||||||||||||||||||||||
| W.S. Badcock financing operations | (2,485) | (1,820) | (5,607) | (4,078) | ||||||||||||||||||||||
| Right-of-use and long-term asset impairment | 274 | 273 | 819 | 648 | ||||||||||||||||||||||
| Goodwill impairment | — | — | 75,000 | — | ||||||||||||||||||||||
| Integration costs | 331 | 64 | 980 | 528 | ||||||||||||||||||||||
| Gain on sale-leaseback and owned properties, net | — | (49,854) | — | (52,127) | ||||||||||||||||||||||
| Divestiture costs | — | 493 | 198 | 2,429 | ||||||||||||||||||||||
| Acquisition costs | 7,860 | 4,776 | 7,961 | 5,403 | ||||||||||||||||||||||
| Loss (gain) on investment in equity securities | 3,781 | (12,859) | 5,611 | 10,864 | ||||||||||||||||||||||
| Acquisition bargain purchase gain | — | (3,581) | — | (3,514) | ||||||||||||||||||||||
| Total Adjustments to EBITDA | 13,927 | (59,530) | 86,665 | (77,547) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 53,915 | $ | 103,418 | $ | 119,914 | $ | 215,759 | ||||||||||||||||||
Liquidity and Capital Resources
We believe that we have sufficient liquidity to support our ongoing operations and maintain a sufficient liquidity position to meet our obligations and commitments for the next twelve months. Our liquidity plans are established as part of our financial and strategic planning processes and consider the liquidity necessary to fund our operating, capital expenditure and debt service needs.
We primarily fund our operations through operating cash flows and, as needed, a combination of borrowings under various credit agreements, availability under our revolving credit facilities and the issuance of equity securities. Cash generation can be subject to variability based on many factors, including seasonality and the effects of changes in end markets.
As of July 1, 2023, we have current installments of long-term obligations of $13.2 million, of which $6.9 million is finance leases and $6.3 million is the current portion of our senior secured revolving loan facility. We expect these obligations can be serviced from our cash and cash equivalents, which were $106.3 million as of July 1, 2023.
30
During the six months ended July 1, 2023, we executed the following substantial transaction that will affect our liquidity and capital resources in future periods:
•On February 2, 2023, we entered into the Third Amendment to the First Lien Credit Agreement to provide for an incremental term loan facility in the principal amount of $300.0 million. The net proceeds of $281.5 million were used to make repayments on our senior secured revolving loan facility.
Sources and uses of cash
Operating activities. In the six months ended July 1, 2023, net cash provided by operating activities increased $89.3 million compared to the same period in the prior year primarily due to a $142.7 million decrease in cash used for inventory compared to the prior year period, a $31.8 million decrease in accounts receivable and a $29.9 million increase in accounts payable. These were primarily offset by a $118.7 million decrease in cash income from operations. Cash net income represents net income adjusted for non-cash or non-operating activities such as goodwill impairment, gains on the sale of Company assets, depreciation and amortization, deferred financing cost amortization and the change in fair value of investment.
Investing activities. In the six months ended July 1, 2023, cash provided by investing activities decreased $245.1 million compared to the same period in the prior year. This decrease was primarily due to a $237.2 million decrease in cash proceeds from the sale of property, plant and equipment compared to the prior year period.
Financing activities. In the six months ended July 1, 2023, cash provided by financing activities was $16.4 million, compared to cash used by financing activities of $362.4 million in the six months ended June 25, 2022. The increase in cash provided by financing activities was primarily due to proceeds received from the issuance of long-term debt, which increased $449.5 million in the current year period. Additionally, repayment of long-term debt increased $31.2 million in the current year period. These sources of cash were offset by a decrease of net cash from secured debt obligations of $22.5 million and a $17.0 million increase in payments for debt issuance costs.
Long-term debt borrowings
For a description of our long-term debt borrowing refer to “Note 7 – Long-Term Obligations” in this Quarterly Report.
Other factors affecting our liquidity
Tax Receivable Agreement. We may be required to make payments under the Tax Receivable Agreement (“TRA Payments”) to the former equity holders of Buddy’s (the “Buddy’s Members”). Under the terms of the Tax Receivable Agreement, we agreed to pay the Buddy’s Members 40% of the cash savings, if any, in federal, state and local taxes that we realize or are deemed to realize as a result of any increases in tax basis of the assets of New Holdco resulting from future redemptions or exchanges of New Holdco units held by the Buddy’s Members. Any future obligations and the timing of such payments under the Tax Receivable Agreement, however, are subject to several factors, including (i) the timing of subsequent exchanges of New Holdco units by the Buddy’s Members, (ii) the price of our common stock at the time of exchange, (iii) the extent to which such exchanges are taxable, (iv) the ability to generate sufficient future taxable income over the term of the Tax Receivable Agreement to realize the tax benefits and (v) any future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related TRA Payments. Although the amount of the TRA Payments would reduce the total cash flow to us and New Holdco, we expect the cash tax savings we will realize from the utilization of the related tax benefits would be sufficient to fund the required payments. As of July 1, 2023, we have TRA Payments due to the Buddy's Members of $15.4 million.
Dividends. On May 9, 2023, the Board declared quarterly dividends of $0.46875 per share of Series A Preferred Stock. The dividends were paid in cash on July 17, 2023 to holders of record of the Company's Series A Preferred Stock on the close of business on July 3, 2023. The payment of dividends is at the discretion of our Board of Directors and depends, among other things, on our earnings, capital requirements, and financial condition. Our ability to pay dividends is also subject to compliance with financial covenants that are contained in our credit facility and may be restricted by any future indebtedness that we incur or issuances of our preferred stock. In addition, applicable law requires our Board of Directors to determine that we have adequate surplus prior to the declaration of dividends. We cannot provide an assurance that we will pay dividends at any specific level or at all.
On July 19, 2023, we issued a notice of redemption (the “Redemption”) for all outstanding shares of the Series A Preferred Stock. We are redeeming the Series A Preferred Stock in connection with the Proposed Merger and in accordance
31
with the terms and conditions of the Merger Agreement. The Redemption is contingent upon our successful completion the Proposed Merger and, in the event the Proposed Merger does not occur and the Merger Agreement is terminated in accordance with its terms, the notice of redemption will be deemed rescinded and the Redemption will not occur.
The 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 (the “Redemption Date”). From and after the Redemption Date, dividends will cease to accrue on the Preferred Stock and the Preferred Stock will no longer be deemed outstanding and all rights of the holders of the Preferred Stock, other than the right to receive the Redemption Price upon Redemption, will cease and terminate. Upon Redemption, the Preferred Stock will be delisted from trading on the Nasdaq Global Market.
Future cash needs and capital requirements
Operating and financing cash flow needs. Our primary cash needs are expected to include the payment of scheduled debt and interest payments, capital expenditures and normal operating activities. We believe that the revolving credit facilities along with cash from operating activities, will be sufficient to support our cash flow needs for at least the next twelve months.
Several factors could affect our cash flow in future periods, including the following:
•The extent to which we extend additional operating financing to our franchisees beyond the levels of prior periods;
•The extent and timing of capital expenditures;
•The extent and timing of future acquisitions;
•Our ability to integrate our acquisitions and implement business and cost savings initiatives to improve profitability; and
•The extent, if any, to which our Board of Directors elects to continue to declare dividends on our common stock.
Compliance with debt covenants. Our revolving credit and long-term debt agreements impose restrictive covenants on us, including requirements to meet certain ratios. As of July 1, 2023, we were in compliance with all covenants under these agreements and, based on a continuation of current operating results, we expect to be in compliance for the remainder of fiscal 2023.
Off Balance Sheet Arrangements
For off balance sheet arrangements and guarantees to which the Company remains secondarily liable, refer to “Note 12 – Commitments and Contingencies” in this Quarterly Report.
32
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various types of market risk in the normal course of our business, including the impact of interest rate changes. We may enter into interest rate swaps to manage exposure to interest rate changes. We do not enter into derivative instruments for any purpose other than cash flow hedging and we do not hold derivative instruments for trading purposes.
Our exposure to interest rate risk relates to our long-term debt obligations, as they bear interest at LIBOR and SOFR, reset periodically and have an interest rate margin. Assuming our revolving credit facility was fully drawn, a ten basis point change in the interest rates would change our annual interest expense by $1.9 million.
ITEM 4
CONTROLS AND PROCEDURES
The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act) as of July 1, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of July 1, 2023 because of the material weakness in our internal control over financial reporting described below.
During the fiscal quarter ended September 24, 2022, the Company identified a material weakness in its controls over financial reporting involving the preparation of its Statement of Cash Flows. As a result of this deficiency, there was a misclassification of cash flows associated with interest payments on the Company’s secured borrowing resulting in an overstatement of cash flows provided by operating activities of $100.9 million and an overstatement of cash flows used in financing activities of $100.9 million in the Company’s 10-Q for the period ended June 25, 2022 and an overstatement of cash flows provided by operating activities of $53.0 million and an overstatement of cash used in financing activities of $53.0 million for the period ended March 26, 2022.
Management, with oversight from the Audit Committee, initiated several steps to design and implement new controls to remediate this material weakness. These steps included (i) implementing changes to the cash flow statement to segregate material non-recurring transactions, such as securitizations, to allow for better visibility of the presentation of the transactions, and (ii) enhancements to processes to identify any new non-recurring transactions that occurred during the period. While management has designed and implemented new controls to remediate this material weakness, the controls have not been in operation for a sufficient period of time to demonstrate that the material weakness has been remediated. These actions and planned actions are subject to ongoing evaluation by management and will require testing and validation of design and operating effectiveness of internal controls over financial reporting over future periods. Management is committed to the continuous improvement of internal control over financial reporting.
Notwithstanding the identified material weakness, management believes that the Condensed Consolidated Financial Statements and related financial information included in this 10-Q fairly present, in all material respects, our balance sheets, statements of operations, comprehensive income and cash flows as of and for the periods presented.
Changes in Internal Control over Financial Reporting
Other than the ongoing remediation efforts of the material weakness disclosed above, there were no changes in our internal control over financial reporting during the three months ended July 1, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
33
PART II. OTHER INFORMATION
ITEM 1
LEGAL PROCEEDINGS
For information regarding legal proceedings, refer to “Note 12 – Commitments and Contingencies” in the Notes to the Consolidated Financial Statements in this Quarterly Report, which information is incorporated herein by reference.
ITEM 1A
RISK FACTORS
The following additional risk factors should be considered in addition to the risk factors described in Part I, Item 1A, in the Form 10-K.
The consummation of the Proposed Merger is subject to a number of conditions, many of which are largely outside of the parties’ control, and, if these conditions are not satisfied or waived on a timely basis, the Merger Agreement may be terminated and the Proposed Merger may not be completed.
The Proposed Merger is subject to certain customary closing conditions, including, but not limited to: (i) the Requisite Company Vote (as defined in the Merger Agreement); (ii) the absence of an injunction or law restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Proposed Merger; (iii) subject to customary materiality qualifiers, the accuracy of the representations and warranties contained in the Merger Agreement, including the representation that the Company has not suffered a Material Adverse Effect (as defined in the Merger Agreement) since May 10, 2023; and (iv) material performance by the other parties of their covenants under the Merger Agreement. The failure to satisfy all of the required conditions could delay the completion of the Proposed Merger by a significant period of time or prevent it from occurring. Any delay in completing the Proposed Merger could cause the parties to not realize some or all of the benefits that are expected to be achieved if the Proposed Merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to closing of the Proposed Merger will be satisfied or waived or that the Proposed Merger will be completed within the expected timeframe or at all.
Failure to complete the Proposed Merger could adversely affect the stock price and future business and financial results of the Company.
There can be no assurance that the conditions to the closing of the Proposed Merger will be satisfied or waived or that the Proposed Merger will be completed. If the Proposed Merger is not completed within the expected timeframe or at all, the ongoing business of the Company could be adversely affected and the Company will be subject to a variety of risks and possible consequences associated with the failure to complete the Proposed Merger, including the following: (i) upon termination of the Merger Agreement under specified circumstances, the Company is required to pay Parent a termination fee of $10,350,000; (ii) the Company will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Proposed Merger closes; (iii) under the Merger Agreement, the Company is subject to certain restrictions on the conduct of its business prior to the closing of the Proposed Merger, which may adversely affect its ability to execute certain of its business strategies; (iv) the Company may lose key employees during the period in which the Company and Freedom VCM, Inc., a Delaware corporation (“Parent”) are pursuing the Proposed Merger, which may adversely affect the Company in the future if it is not able to hire and retain qualified personnel to replace departing employees; and (v) the Proposed Merger, whether or not it closes, will divert the attention of certain management and other key employees of the Company from ongoing business activities, including the pursuit of other opportunities that could be beneficial to the Company as an independent company.
If the Proposed Merger is not completed, these risks could materially affect the business and financial results of the Company and its stock price, including to the extent that the current market price of the Company’s common stock is positively affected by a market assumption that the Proposed Merger will be completed.
While the Proposed Merger is pending, the Company will be subject to business uncertainties and certain contractual restrictions that could adversely affect the business and operations of the Company.
In connection with the Proposed Merger, some customers, vendors, franchisees or other third parties of the Company may react unfavorably, including by delaying or deferring decisions concerning their business relationships or transactions with the Company, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of the Company, regardless of whether the Proposed Merger is completed. In addition, due to certain restrictions in the Merger
34
Agreement on the conduct of business prior to completing the Proposed Merger, the Company may be unable (without prior written consent), during the pendency of the Proposed Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial and may cause the Company to forego certain opportunities it might otherwise pursue. In addition, the pendency of the Proposed Merger may make it more difficult for the Company to effectively retain and incentivize key personnel and may cause distractions from the Company’s strategy and day-to-day operations for its current employees and management.
The Company will incur substantial transaction fees and merger-related costs in connection with the Proposed Merger that could adversely affect the business and operations of the Company if the Proposed Merger is not completed.
The Company expects to incur non-recurring transaction fees, which include legal and advisory fees and substantial merger-related costs associated with completing the Proposed Merger, and which could adversely affect the business operations of the Company if the Proposed Merger is not completed.
The termination fee and restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire the Company.
The Merger Agreement prohibits the Company from initiating, soliciting or proposing an Acquisition Proposal (as defined in the Merger Agreement) or knowingly encouraging, knowingly assisting or otherwise knowingly facilitating any Acquisition Proposal, subject to certain limited exceptions. The Merger Agreement also contains certain termination rights, including, but not limited to, the right of the Company to terminate the Merger Agreement to accept a Superior Proposal (as defined in the Merger Agreement), subject to and in accordance with the terms and conditions of the Merger Agreement, and provides that, upon termination of the Merger Agreement by the Company to enter into an Alternative Acquisition Agreement (as defined by the Merger Agreement) with respect to a Superior Proposal, the Company will be required to pay Parent a termination fee of $10,350,000 in cash. The termination fee and restrictions could discourage other companies from trying to acquire the Company even though those other companies might be willing to offer greater value to the Company’s stockholders than Parent has offered in the Proposed Merger.
Litigation against the Company or the members of the Company’s Board of Directors, could prevent or delay the completion of the Proposed Merger or result in the payment of damages following completion of the Proposed Merger.
It is a condition to the Proposed Merger that no injunction or other order preventing the consummation of the Proposed Merger shall have been issued by any court of competent jurisdiction or other governmental authority of competent jurisdiction and remain in effect. As of the date of this Quarterly Report, a lawsuit has been filed by a purported stockholder of the Company challenging the Proposed Merger or the other transactions contemplated by the Merger Agreement, which have named the Company and/or members of the Company’s Board of Directors as defendants. It is possible that additional lawsuits may be filed by the Company’s stockholders challenging the Proposed Merger. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Proposed Merger on the agreed-upon terms, such an injunction may delay the consummation of the Proposed Merger in the expected timeframe, or may prevent the Proposed Merger from being consummated at all. Whether or not any plaintiff’s claim is successful, this type of litigation can result in significant costs and divert management’s attention and resources from the closing of the Proposed Merger and ongoing business activities, which could adversely affect the operations of the Company.
If the Proposed Merger is not consummated by November 10, 2023, or, under certain conditions, December 13, 2023, either the Company or Parent may terminate the Merger Agreement, subject to certain exceptions.
Either the Company or Parent may terminate the Merger Agreement if the Merger has not been consummated by November 10, 2023. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the Merger Agreement and that failure was the proximate cause of the failure to consummate the Proposed Merger on time. In the event the Merger Agreement is terminated by either party due to the failure of the Proposed Merger to close by November 10, 2023, the Company will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Proposed Merger.
35
ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of our equity securities for the period covered by this Quarterly Report.
SHARE REPURCHASES
On May 18, 2022, our Board of Directors approved a stock repurchase program under which we may repurchase up to $500.0 million of our outstanding shares of common stock over the next three years. The repurchase program authorizes shares to be repurchased from time to time in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The actual timing, number and value of shares, if any, repurchased under the program will be determined by management in its discretion and will depend on a number of factors, including, among others, the availability of stock, general market and business conditions, the trading price of our common stock and applicable legal requirements. This plan supersedes our previous stock repurchase programs. There was no share repurchase activity during the six months ended July 1, 2023.
As of July 1, 2023, we had approximately $327.5 million remaining under the stock repurchase program approved by our Board of Directors.
ITEM 3
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4
MINE SAFETY DISCLOSURES
None.
ITEM 5
OTHER INFORMATION
During the three months ended July 1, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted terminated
36
ITEM 6
EXHIBITS
We have filed the following exhibits as part of this Quarterly Report:
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference | |||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
37
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| X | ||||||||||||||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2023, formatted in Inline XBRL, filed herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations (unaudited), (iii) the Condensed Consolidated Statements of Stockholders’ Equity (unaudited), (iv) the Condensed Consolidated Statements of Cash Flows (unaudited) and (v) the Notes to Unaudited Condensed Consolidated Financial Statements | X | ||||||||||||||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2023, formatted in Inline XBRL (included with Exhibit 101) | X | ||||||||||||||||||
*All schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted disclosure schedules to the SEC upon request by the SEC; provided, however, that the Company reserves the right to request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. | ||||||||||||||||||||
38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FRANCHISE GROUP, INC. (Registrant) | |||||||||||
| August 8, 2023 | By: | /s/ Brian R. Kahn | |||||||||
| Brian R. Kahn Chief Executive Officer and Director (Principal Executive Officer) | |||||||||||
| August 8, 2023 | By: | /s/ Eric F. Seeton | |||||||||
| Eric F. Seeton Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
39