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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K 

  

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 4, 2020

  

Franchise Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-35588 27-3561876
(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (I.R.S. Employer Identification No.)

 

2387 Liberty Way

Virginia Beach, Virginia 23456

(Address of Principal Executive Offices) (Zip Code)

 

(757) 493-8855

(Registrant's telephone number, including area code)

 

n/a

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.01 per share FRG Nasdaq Global Market
     
7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share FRGAP Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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.

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 4, 2020, Franchise Group, Inc. (the “Company”) issued a press release regarding its financial results for the third quarter ended September 26, 2020.  A copy of the release is being furnished as Exhibit 99.1 hereto and incorporated herein by reference.  In addition, on November 4, 2020 at 4:30 p.m. Eastern Time, the Company will hold a teleconference for analysts, institutional investors and stockholders to discuss results for the third quarter of the fiscal year ended September 26, 2020.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

  Item 7.01. Regulation FD Disclosure.

 

On November 4, 2020, the Company issued a press release stating that it has withdrawn its previously announced offering of $650 million in aggregate principal amount of senior secured notes due to unfavorable market conditions. A copy of the Company’s press release is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

   

The information in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished to the SEC pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the SEC under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1Press Release, dated November 4, 2020.

 

99.2Press Release, dated November 4, 2020.
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  FRANCHISE GROUP, INC.    
       
Date: November 4, 2020 By: /s/ Eric Seeton  
    Eric Seeton  
    Chief Financial Officer  

 

 

EdgarFiling

EXHIBIT 99.1

Franchise Group, Inc. Announces Third Quarter 2020 Financial Results

· Raises full year guidance

ORLANDO, Fla., Nov. 04, 2020 (GLOBE NEWSWIRE) -- Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced the results of its third quarter ended September 26, 2020. For the third quarter of 2020, total reported revenue for Franchise Group was $551 million, GAAP Net Loss was $8.6 million or $0.22 per share, Adjusted EBITDA was $50 million and Supplemental Information encompassing cost synergies and acquisition impacts was $1.2 million. Total cash was $179.9 million and outstanding debt at the end of the third quarter of 2020 was $628.7 million.

Brian Kahn, Franchise Group’s President and CEO stated, “Our businesses continued to perform well in the third quarter, which included further benefit from the sustained shift in consumer spending and the focus on health and wellness. Once again, our businesses and their teams have delivered robust financial results despite challenging circumstances. We believe that our performance as evidenced by strong comparable same store sales, as well as cash flow generation, continues to demonstrate the economic resilience of our business model. Comparable same store sales grew 15% at American Freight, approximately 14.7% for Buddy’s and approximately 8.6% for The Vitamin Shoppe. We continue to generate a high level of discretionary cash flow which enabled us to further reduce our outstanding debt by $111.9 million this quarter, including retiring the balance of our $70 million Vitamin Shoppe term loan while paying another quarterly dividend of $0.25 per share to our common stockholders.”

The Company has four reportable segments: American Freight; The Vitamin Shoppe; Liberty Tax and Buddy’s. The following table summarizes Revenue, Net Loss, Adjusted EBITDA and Supplemental Information by these segments. A reconciliation of Adjusted EBITDA to the most comparable GAAP measure is included below under “Non-GAAP Financial Measures and Key Metrics.”

  For the Three Months
  Ended September 26, 2020
    AdjustedSupplementalNet
  Revenue EBITDAInformation Income/(Loss)
  (In thousands)
American Freight$245,212 $24,625  $42 $1,141 
Vitamin Shoppe  266,965  21,364   1,111  (2,597)
Liberty Tax  13,300  (1,400)  -  (5,549)
Buddy's  25,515  6,778   -  1,845 
Corporate  -  (1,337)  -  (3,437)
Total $550,992 $50,030  $1,153 $(8,597)
         

Outlook (1)
For fiscal 2020, the Company is maintaining its prior guidance of $2.10 - $2.15 billion of revenue, Adjusted EBITDA to exceed $232 million and Supplemental Information encompassing cost synergies and acquisition impacts of $28 million.

(1)   The Company does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted Adjusted EBITDA or Supplemental Information to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading. Supplemental Information adjustments represent realized and unrealized synergies consistent with the Company’s credit agreement. Estimates exclude potential acquisitions, divestitures or refranchising activities. See “Non-GAAP Financial Measures and Key Metrics.”

Conference Call Information
Franchise Group will conduct a conference call on November 4th at 4:30 P.M. ET to discuss its business, review financial results for the third quarter of 2020 and provide an update on its outlook for the rest of 2020. A real-time webcast of the conference call will be available on the Events page of Franchise Group’s website at www.franchisegrp.com. The conference call can also be accessed live via telephone at (877) 784-1793. The passcode is 7849566. Please dial in 5-10 minutes prior to the scheduled start time.

About Franchise Group, Inc.
Franchise Group is an operator of franchised and franchisable businesses that continually looks to grow its portfolio of brands while utilizing its operating and capital allocation philosophy to generate strong cash flow for its shareholders. Franchise Group’s business lines include Liberty Tax Service, Buddy’s Home Furnishings, American Freight and The Vitamin Shoppe. On a combined basis, Franchise Group currently operates over 4,000 locations predominantly located in the U.S. and Canada that are either Company-run or operated pursuant to franchising agreements.

FRANCHISE GROUP, INC. AND SUBSIDIARIES 
Condensed Consolidated Balance Sheets 
      
(In thousands, except share count and per share data) September 26, 2020 December 28, 2019 
Assets (Unaudited) (Audited) 
Current assets:     
Cash and cash equivalents $179,932  $39,581  
Current receivables, net  84,277   79,693  
Inventories, net  319,545   300,312  
Other current assets  22,845   20,267  
Total current assets  606,599   439,853  
Property, equipment, and software, net  143,512   150,147  
Non-current receivables, net  16,095   18,638  
Goodwill  469,788   134,301  
Intangible assets, net  145,478   77,590  
Operating lease right-of-use assets  516,398   462,610  
Other non-current assets  14,634   15,406  
Total assets $1,912,504  $1,298,545  
Liabilities and Stockholders Equity     
Current liabilities:     
Current installments of long-term obligations $112,374  $218,384  
Current operating lease liabilities  131,685   107,680  
Accounts payable and accrued expenses  257,387   158,995  
Other current liabilities  36,461   16,409  
Total current liabilities  537,907   501,468  
Long-term obligations, excluding current installments  516,353   245,236  
Non-current operating lease liabilities  412,613   394,307  
Other non-current liabilities  37,099   5,773  
Total liabilities  1,503,972   1,146,784  
      
Stockholders equity:     
Common stock, $0.01 par value per share, 180,000,000 and 180,000,000 shares authorized, 40,056,665 and 18,250,225 shares issued and outstanding at September 26, 2020 and December 28, 2019, respectively  401   183  
Preferred stock, $0.01 par value per share, 20,000,000 and 20,000,000 shares authorized, 1,200,000 and 1,886,667 shares issued and outstanding at September 26, 2020 and December 28, 2019, respectively  12   19  
Additional paid-in capital  386,030   108,339  
Accumulated other comprehensive loss, net of taxes  (1,838)  (1,538) 
Retained earnings  23,927   18,388  
Total equity attributable to Franchise Group, Inc.  408,532   125,391  
Non-controlling interest  -   26,370  
Total equity  408,532   151,761  
Total liabilities and equity $1,912,504  $1,298,545  
      

 

 

FRANCHISE GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
         
         
  Three Months Ended Nine Months Ended
(In thousands, except share count and per share data) September 26, 2020 September 30, 2019 September 26, 2020 September 30, 2019
Revenues:        
Product $500,462  $557  $1,440,677  $557 
Service and other  33,126   10,284   164,508   129,942 
Rental  17,404   8,079   51,000   8,079 
Total revenues  550,992   18,920   1,656,185   138,578 
Operating expenses:        
Cost of revenue:        
Product  296,920   438   862,320   438 
Service and other  678   -   2,135   - 
Rental  5,877   3,048   17,327   3,048 
Total cost of revenue  303,475   3,486   881,782   3,486 
Selling, general, and administrative expenses  228,194   40,481   697,670   110,928 
Total operating expenses  531,669   43,967   1,579,452   114,414 
Income (loss) from operations  19,323   (25,047)  76,733   24,164 
Other expense:        
Other  (1,229)  (1)  (5,293)  (101)
Interest expense, net  (26,264)  (2,755)  (83,642)  (4,225)
Income (loss) before income taxes  (8,170)  (27,803)  (12,202)  19,838 
Income tax expense (benefit)  427   (4,339)  (43,561)  10,367 
Net income (loss)  (8,597)  (23,464)  31,359   9,471 
Less: Net (income) loss attributable to non-controlling interest  -   8,578   (2,090)  8,578 
Net income (loss) attributable to Franchise Group, Inc. $(8,597) $(14,886) $29,269  $18,049 
         
Net income (loss) per share of common stock:        
Basic $(0.22) $(0.93) $0.89  $1.23 
Diluted  (0.22)  (0.93)  0.88   1.22 
         
Weighted-average shares outstanding:        
Basic  39,692,384   15,997,041   32,679,576   14,712,297 
Diluted  39,692,384   15,997,041   32,961,905   14,770,973 

 

 

FRANCHISE GROUP, INC. AND SUBSIDIARIES 
Condensed Consolidated Statements of Cash Flows (Unaudited) 
      
      
  Nine Months Ended 
(In thousands) September 26, 2020 September 30, 2019 
Operating Activities     
Net income $31,359  $9,471  
Adjustments to reconcile net income to net cash provided by operating activities:     
Provision for doubtful accounts  3,412   6,401  
Depreciation, amortization and impairment charges  51,254   12,239  
Amortization of deferred financing costs  28,703   1,013  
Loss on disposal of fixed assets  75   703  
Stock-based compensation expense  6,294   1,339  
Gain on bargain purchases and sales of Company-owned offices  (1,761)  (438) 
Deferred income taxes  7,851   706  
Change in     
Accounts, notes, and interest receivable  (2,223)  10,054  
Income taxes receivable  (23,721)  8,977  
Other assets  3,971   (1,076) 
Accounts payable and accrued expenses  38,884   7,693  
Inventory  79,967   579  
Deferred revenue  5,649   (3,394) 
Net cash provided by operating activities  229,714   54,267  
Investing Activities     
Issuance of operating loans to franchisees and area developers  (30,368)  (51,484) 
Payments received on operating loans to franchisees and area developers  50,064   66,303  
Purchases of Company-owned offices, area developer rights, and acquired customer lists  (4,830)  (2,232) 
Proceeds from sale of Company-owned offices and area developer rights  1,118   22  
Acquisition of business, net of cash acquired  (353,423)  (26,443) 
Proceeds from sale of property, equipment, and software  1,474    
Purchases of property, equipment, and software  (26,702)  (1,183) 
Net cash used in investing activities  (362,667)  (15,017) 
Financing Activities     
Proceeds from the exercise of stock options  520   1,214  
Dividends paid  (19,167)  -  
Non-controlling interest distribution  (4,716)  -  
Repayment of other long-term obligations  (455,811)  (16,213) 
Borrowings under revolving credit facility  174,665   121,874  
Repayments under revolving credit facility  (218,260)  (186,099) 
Issuance of common stock  198,003   25,000  
Issuance of preferred stock  28,366    
Payment for debt issue costs  (16,673)  (4,382) 
Issuance of debt  586,000   105,000  
Cash paid for taxes on exercises/vesting of stock-based compensation  (85)  (20) 
Net cash provided by financing activities  272,842   46,374  
Effect of exchange rate changes on cash, net  (142)  111  
Net increase (decrease) in cash equivalents and restricted cash  139,747   85,735  
Cash, cash equivalents and restricted cash at beginning of period  45,146   3,981  
Cash, cash equivalents and restricted cash at end of period $184,893  $89,716  
Supplemental Cash Flow Disclosure     
Cash paid for taxes, net of refunds $944  $84  
Cash paid for interest $41,226  $1,484  
Accrued capital expenditures $3,633  $478  
Deferred financing costs from issuance of common stock $31,013  $-  
Tax receivable agreement included in other long-term liabilities $17,156  $-  

Non-GAAP Financial Measures and Key Metrics
In order to conform with SEC rules consistent with concepts in Article 11 of Regulation S-X for non-GAAP reporting, Franchise Group will no longer report synergies and other acquisition costs as part of Pro Forma Adjusted EBITDA. The Company expects to continue to report Adjusted EBITDA in the same format as it has in the past and will provide Supplemental Information that reflects cost synergies and other acquisition impacts as discussed below. The specific amounts included in each measure are fully discussed in detail below in the Non-GAAP Financial Measures and Key Metrics.

Adjusted EBITDA and Supplemental Information are financial measures that are not prepared in accordance with GAAP. Management believes the presentation of these measures is useful to investors as supplemental measures in evaluating the aggregate performance of our operating businesses and in comparing our results from period to period because they exclude items that we do not believe are reflective of our core or ongoing operating results. These measures are used by our management to evaluate performance and make resource allocation decisions each period. Adjusted EBITDA is also the primary operating metric used in the determination of executive management's compensation. Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other income statement information prepared in accordance with GAAP and our presentation of these non-GAAP measures may not be comparable to similarly titled measures used by other companies.

Management defines and calculates Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization adjusted for certain non-core or non-operational items related to executive severance and related costs, stock-based compensation, shareholder litigation costs, corporate governance costs, accrued judgements and settlements, net of estimated revenue, store closures, rebranding costs, acquisition costs, inventory fair value step up amortization and prepayment penalty on early debt repayment. Adjusted EBITDA and Supplemental Information are financial measures that are not prepared in accordance with GAAP.

Below is a reconciliation of management’s estimate of net income to estimated Adjusted EBITDA for the three months ended September 26, 2020.

  For the Three Months Ended September 26, 2020
(In thousands) Buddy's Liberty American Freight Vitamin Shoppe Corporate Total
Net income (loss) $1,845 $(5,549) $1,141 $(2,597) $(3,437) $(8,597)
Add back:            - 
Interest expense  3,400  (6)  18,486  4,571   (187)  26,264 
Income tax expense (benefit)  -  214   -  -   213   427 
Depreciation and amortization charges  1,406  2,775   1,806  11,475     17,462 
Total Adjustments  4,806  2,983   20,292  16,046   26   44,153 
EBITDA  6,651  (2,566)  21,433  13,449   (3,411)  35,556 
Adjustments to EBITDA            
Executive severance and related costs  -  602   62  -   -   664 
Stock based compensation  70  132   -  -   1,754   1,956 
Shareholder litigation costs  -  -   -  -   219   219 
Corporate compliance costs  -  117   416  -   -   533 
Prepayment penalty on early debt repayment  57  -   314  875   -   1,246 
Accrued judgments and settlements  -  315   19  -   -   334 
Store closures  -  -   -  203   -   203 
Rebranding costs      1,286    -   1,286 
Acquisition costs  -  -   686  286   101   1,073 
Inventory fair value step up amortization  -  -   409  6,551     6,960 
Total Adjustments to EBITDA  127  1,166   3,192  7,915   2,074   14,474 
Adjusted EBITDA $6,778 $(1,400) $24,625 $21,364  $(1,337) $50,030 
             

Supplemental Information: Cost Synergies and Acquisition Impacts
The following supplemental information reflects the estimated cost savings related to various management actions taken at our acquired businesses and other impacts of our acquisitions. It primarily presents the realized and unrealized cost synergies assuming such actions were taken as of January 1, 2020. The majority of the cost synergies or dis-synergies have been realized or expected to be realized by the end of 2020. Management believes this information is useful to investors as it provides relevant information regarding the status of the Company's transformation activities and the estimated impacts during the period. Reasonable estimates were made by considering the cost reductions from contract termination charges or modifications to achieve more favorable pricing, reductions in duplicative costs upon integration and optimization activities that reduce overall spend. As these amounts are estimates and certain activities have not been fully implemented, these amounts are subject to change. Management believes that there is a reasonable basis for its estimates and they fairly present the estimated effects of management actions related to the Company’s acquisitions.

  For the Three Months Ended September 26, 2020
 (In thousands)  Buddy's  Liberty American Freight Vitamin Shoppe  Corporate Total
 Estimated realized and unrealized cost savings $         -   $       -   $            42 $                587 $            -   $           630
 Other acquisition-related compensation costs                                  -                                    -                               -                               524                               -                          524
 $            -   $   -   $                  42 $             1,111 $       -   $        1,153
               

 

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the Company’s results of operation and financial condition, performance during the COVID-19 pandemic, and its strategy and outlook for the remainder of fiscal 2020. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, many of which are beyond the control of the Company. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Transition Report on Form 10-K/T for the transition period ended December 28, 2019, and comparable sections of the Company’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:
Andrew F. Kaminsky
EVP & Chief Administrative Officer
Franchise Group, Inc.
akaminsky@franchisegrp.com
(914) 939-5161

EdgarFiling

EXHIBIT 99.2

Franchise Group, Inc. Announces Withdrawal of Proposed Offering of $650 Million Senior Secured Notes

ORLANDO, Fla., Nov. 04, 2020 (GLOBE NEWSWIRE) -- Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced that it has decided not to proceed with its previously announced offering of $650 million of senior secured notes due 2025 (the “Notes”) at this time as a result of unfavorable market conditions.  

Brian Kahn, the Company’s CEO, said, “Last week, we launched an opportunistic bond offering into a strong bond market. As markets have weakened substantially and we have witnessed several other issuers price transactions wide of their intended targets, we are withdrawing our proposed offering now, but will continue to evaluate our options when market conditions warrant.”

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the Notes were being made only by means of a confidential preliminary offering memorandum.

About Franchise Group, Inc.
Franchise Group is an operator of franchised and franchisable businesses that continually looks to grow its portfolio of brands while utilizing its operating and capital allocation philosophy to generate strong cash flow for its shareholders. Franchise Group’s business lines include Liberty Tax Service, Buddy’s Home Furnishings, American Freight and The Vitamin Shoppe. On a combined basis, Franchise Group currently operates over 4,000 locations predominantly located in the U.S. and Canada that are either Company-run or operated pursuant to franchising agreements.

Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact, including statements regarding whether the Company will proceed with an offering in the future, the Company’s expectations regarding its financial condition, outlook, its debt reduction plans, and the effects of the coronavirus (COVID-19) pandemic on economic conditions and the industry in general and the financial position and operating results of the Company. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, many of which are beyond the control of the Company. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Transition Report on Form 10-K/T for the transition period ended December 28, 2019, and comparable sections of the Company’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

INVESTOR RELATIONS CONTACT:
Andrew F. Kaminsky
EVP & Chief Administrative Officer
Franchise Group, Inc.
akaminsky@franchisegrp.com
(914) 939-5161