FRG Franchise Group Inc

Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced the financial results for its fiscal fourth quarter and fiscal year ended December 31, 2022. For the fourth quarter of fiscal 2022, total reported revenue for Franchise Group was approximately $1.1 billion, net loss from continuing operations was approximately $0.7 million or $0.08 per fully diluted share, Adjusted EBITDA was approximately $65.3 million and Non-GAAP EPS was $0.47 per share.  For the full fiscal year 2022, total reported revenue for Franchise Group was approximately $4.4 billion, net loss from continuing operations was approximately $68.6 million or $1.96 per fully diluted share, Adjusted EBITDA was approximately $354.0 million and Non-GAAP EPS was $3.63 per share.

On December 31, 2022, total cash on hand was approximately $80.8 million and outstanding term debt was approximately $1.1 billion.  During the fourth quarter of fiscal 2022, the Company repurchased approximately 3.7 million shares of its common stock for approximately $95 million bringing total purchases under FRG’s buyback plan to 5.9 million shares.  FRG finished fiscal 2022 with approximately 34.9 million shares outstanding, a reduction of shares outstanding of approximately 15% from the beginning of the fiscal year.    

“Our financial performance in the fourth quarter was in line with the outlook we provided in November,” stated Brian Kahn, Franchise Group’s President and CEO.  “Our franchising activity continued to accelerate across FRG in 2022. We finished the year with 259 new territories sold and a backlog across all brands of 482 locations. We expect organic growth in 2023 to drive increased EBITDA and cash flow.”

The Company currently has six reportable segments: American Freight; The Vitamin Shoppe; Pet Supplies Plus; Buddy’s; Sylvan; and Badcock.  The following table summarizes Revenue, Adjusted EBITDA, and Net Income/(Loss) for each of these segments.  Reconciliations of Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP EPS to their respective most comparable GAAP measures, are included below under “Non-GAAP Financial Measures and Key Metrics.”

		For the Three Months Ended												For the Twelve Months Ended
		December 31, 2022												December 31, 2022
					Adjusted				Net								Adjusted				Net
		Revenue			EBITDA				Income/(Loss)					Revenue			EBITDA				Income/(Loss)
		(In thousands)												(In thousands)
American Freight		$	216,328		$	(14,732	)		$	(21,724	)			$	883,484		$	3,711			$	(103,426	)
Vitamin Shoppe			292,820			23,520				4,030					1,206,824			134,918				57,060
Pet Supplies Plus			361,752			36,195				14,126					1,288,724			114,705				43,806
Buddy's			14,533			3,867				1,393					57,407			15,824				6,439
Sylvan Learning			11,236			4,069				525					42,336			13,901				1,127
Badcock			219,222			16,279				(38,599	)				919,057			83,845				(38,064	)
Corporate			-			(3,945	)			39,539					-			(12,866	)			(35,515	)
Total		$	1,115,890		$	65,253			$	(710	)			$	4,397,832		$	354,038			$	(68,573	)

OutlookFor fiscal 2023, FRG expects to generate revenue of approximately $4.4 billion, net loss of approximately $1.4 million or $0.04 per share, Adjusted EBITDA of approximately $355 million and Non-GAAP EPS of approximately $2.90. From a reporting perspective, fiscal 2023 will include 52 weeks of operating results compared to fiscal 2022 which had 53 weeks of operating results creating a benefit of approximately $70 million in revenue and $11 million of Adjusted EBITDA.  In calculating EPS, the Company is using approximately 34.9 million weighted average shares outstanding. Non-GAAP EPS is calculated by adding the tax effected impact of adjustments to EBITDA to net income on a per share basis. In calculating GAAP and Non-GAAP EPS, the Company is currently using an effective tax rate of approximately 25.8%.

The Company does not provide a quantitative reconciliation of forward-looking, Non-GAAP financial measures such as forecasted Adjusted EBITDA or Non-GAAP EPS to the most directly comparable GAAP financial measures 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. Estimates exclude potential acquisitions, divestitures or refranchising activities.  See “Non-GAAP Financial Measures and Key Metrics.”

Conference Call InformationFranchise Group will conduct a conference call on February 28th at 4:30 P.M. ET to discuss its business and financial results for the fiscal 2022 fourth quarter and full year.  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 (833) 630-1956. Participants should ask to be joined to the Franchise Group Inc. call. Please dial in 5-10 minutes prior to the scheduled start time.

About Franchise Group, Inc.Franchise Group is an owner and operator of franchised and franchisable businesses that continually looks to grow its portfolio of brands while utilizing its operating and capital allocation philosophy to generate strong cash flow for its shareholders. Franchise Group’s business lines include Pet Supplies Plus, American Freight, The Vitamin Shoppe, Badcock Home Furniture & more, Buddy’s Home Furnishings, Sylvan Learning and Wag N Wash. On a combined basis, Franchise Group currently operates over 3,000 locations predominantly located in the U.S. that are either Company-run or operated pursuant to franchising and dealer agreements.

FRANCHISE GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share count and per share data)		December 31, 2022			December 25, 2021
Assets		(Audited)			(Audited)
Current assets:
Cash and cash equivalents		$	80,783		$	292,714
Current receivables, net			170,162			118,698
Current securitized receivables, net			292,913			369,567
Inventories, net			736,841			673,170
Current assets held for sale			8,528			-
Other current assets			27,272			24,063
Total current assets			1,316,499			1,478,212
Property, plant, and equipment, net			223,718			449,886
Non-current receivables, net			11,735			11,755
Non-current securitized receivables, net			39,527			47,252
Goodwill			737,402			806,536
Intangible assets, net			116,799			127,951
Tradenames			222,703			222,687
Operating lease right-of-use assets			890,949			714,741
Investment in equity securities			11,587			35,249
Other non-current assets			59,493			18,902
Total assets		$	3,630,412		$	3,913,171
Liabilities and Stockholders’ Equity
Current liabilities:
Current installments of long-term obligations, net		$	6,935		$	183,924
Current installments of debt secured by accounts receivable, net			340,021			302,246
Current operating lease liabilities			179,519			173,101
Accounts payable and accrued expenses			376,895			410,552
Other current liabilities			40,541			50,833
Total current liabilities			943,911			1,120,656
Long-term obligations, net, excluding current installments			1,374,479			1,278,469
Non-current debt secured by accounts receivable, net			107,448			105,256
Non-current operating lease liabilities			720,474			557,071
Other non-current liabilities			62,720			88,888
Total liabilities			3,209,032			3,150,340
Stockholders’ equity:
Common stock, $0.01 par value per share, 180,000,000 and 180,000,000 shares authorized, 34,925,773 and 40,296,688 shares issued and outstanding at December 31, 2022 and December 25, 2021, respectively			349			403
Preferred stock, $0.01 par value per share, 20,000,000 and 20,000,000 shares authorized, 4,541,125 and 4,541,125 shares issued and outstanding at December 31, 2022 and December 25, 2021, respectively			45			45
Additional paid-in capital			311,069			475,396
Retained earnings			109,917			286,987
Total equity			421,380			762,831
Total liabilities and equity		$	3,630,412		$	3,913,171

FRANCHISE GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
		Three Months Ended								Twelve Months Ended
(In thousands, except share count and per share data)		December 31, 2022				December 25, 2021				December 31, 2022				December 25, 2021
		(Unaudited)				(Unaudited)				(Audited)				(Audited)
Revenues:
Product		$	978,231			$	840,278			$	3,832,291			$	3,012,471
Service and other			130,295				94,445				535,961				209,103
Rental			7,363				7,553				29,580				33,630
Total revenues			1,115,889				942,276				4,397,832				3,255,204
Operating expenses:
Cost of revenue:
Product			663,600				545,068				2,485,934				1,892,741
Service and other			10,067				6,430				36,340				16,506
Rental			2,831				2,683				11,070				11,552
Total cost of revenue			676,498				554,181				2,533,344				1,920,799
Selling, general, and administrative expenses			399,648				327,638				1,573,281				1,108,054
Goodwill impairment			-				-				70,000				-
Total operating expenses			1,076,146				881,819				4,176,625				3,028,853
Income from operations			39,743				60,457				221,207				226,351
Other (income) expense:
Bargain purchase gain			-				132,559				3,514				132,559
Gain on sale-leaseback transactions, net			547				-				59,772				-
Other, net			(1,528	)			(17,552	)			(21,929	)			(67,368	)
Interest expense, net			(97,580	)			(41,620	)			(339,982	)			(133,114	)
Income (loss) from continuing operations before income taxes			(58,818	)			133,844				(77,418	)			158,428
Income tax expense (benefit)			(58,108	)			(17,938	)			(8,845	)			(33,538	)
Income (loss) from continuing operations			(710	)			151,782				(68,573	)			191,966
Income (loss) from discontinued operations, net of tax			-				(4,613	)			-				171,822
Net income (loss) attributable to Franchise Group, Inc.		$	(710	)		$	147,169			$	(68,573	)		$	363,788
Amounts attributable to Franchise Group, Inc.:
Net income (loss) from continuing operations		$	(710	)		$	151,782			$	(68,573	)		$	191,966
Net income (loss) from discontinued operations:			-				(4,613	)			-				171,822
Net income (loss) attributable to Franchise Group, Inc.		$	(710	)		$	147,169			$	(68,573	)		$	363,788
Income (loss) per share from continuing operations
Basic		$	(0.08	)		$	3.71			$	(1.96	)		$	4.56
Diluted			(0.08	)			3.64				(1.96	)			4.48
Net income (loss) per share:
Basic		$	(0.08	)		$	3.60			$	(1.96	)		$	8.83
Diluted			(0.08	)			3.53				(1.96	)			8.67
Weighted-average shares outstanding:
Basic			37,147,507				40,284,349				39,309,855				40,199,681
Diluted			37,147,507				41,081,519				39,309,855				40,964,182

FRANCHISE GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
		Twelve Months Ended
(In thousands)		December 31, 2022				December 25, 2021
		(Audited)				(Audited)
Operating Activities
Net income (loss)		$	(68,573	)		$	363,788
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for doubtful accounts for accounts receivable			136,978				8,878
Goodwill impairment			70,000				-
Depreciation, amortization, and impairment charges			85,363				72,765
Amortization of deferred financing costs			17,327				48,552
Amortization of secured debt discount			103,207				4,413
Stock-based compensation expense			15,082				13,696
Gain on sale-leaseback, bargain purchases, and sales of Company-owned stores, net			(66,078	)			(137,747	)
Prepayment penalty for early debt extinguishment			-				36,726
Gain on divestiture of Liberty Tax			-				(188,092	)
Change in fair value of investment			23,662				31,773
Deferred income taxes			(74,208	)			709
Other, net			577				1,749
Change in
Accounts, notes, and interest receivable			(58,814	)			(10,396	)
Securitized accounts receivable			(50,359	)			(8,147	)
Income taxes receivable			4,117				(20,191	)
Other assets			(3,804	)			12,939
Interest payable for secured debt			(70,667	)			3,089
Accounts payable and accured expenses			(29,177	)			(12,215	)
Inventory			(64,663	)			(121,393	)
Deferred revenue			(7,396	)			5,073
Net cash provided (used in) operating activities			(37,426	)			105,969
Investing Activities
Purchases of property, plant, and equipment			(53,984	)			(48,045	)
Proceeds from sale of property, plant, and equipment			273,605				12,872
Acquisition of business, net of cash and restricted cash acquired			(3,843	)			(1,063,811	)
Divestituture of business, net of cash and restricted cash sold			-				179,471
Issuance of operating loans to franchisees			-				(17,749	)
Payments received on operating loans to franchisees			-				23,103
Net cash provided by (used in) investing activities			215,778				(914,159	)
Financing Activities
Dividends paid			(111,728	)			(67,234	)
Issuance of long-term debt and other obligations			439,000				1,901,724
Repayment of long-term debt and other obligations			(541,406	)			(1,261,455	)
Proceeds from secured debt obligations			382,133				400,000
Repayment of secured debt obligations			(374,706	)			-
Issuance of common stock			-				-
Issuance of preferred stock			-				79,542
Payments for repurchase of common stock			(172,455	)			-
Principal payments of finance lease obligations			(2,673	)			-
Payment for debt issue costs and prepayment penalty on extinguishment			(1,339	)			(102,652	)
Cash paid for taxes on exercises/vesting of stock-based compensation			(7,010	)			(191	)
Net cash provided by (used in) financing activities			(390,184	)			949,734
Effect of exchange rate changes on cash, net			-				36
Net increase in cash and cash equivalents and restricted cash			(211,832	)			141,580
Cash, cash equivalents and restricted cash at beginning of year			293,082				151,502
Cash, cash equivalents and restricted cash at end of year		$	81,250			$	293,082
Supplemental Cash Flow Disclosure
Cash paid for taxes, net of refunds		$	65,796			$	42,154
Cash paid for interest			81,158				91,623
Cash paid for interest on secured debt			91,994				-
Accrued capital expenditures			3,401				3,445
Non-cash proceeds from divestiture of Liberty Tax			-				74,073
Deferred financing costs from issuance of common stock			-				-
Capital expenditures funded by finance lease liabilities			7,333				756
Tax receivable agreement included in other long-term liabilities			-				504

Non-GAAP Financial Measures and Key Metrics

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

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

Management defines and calculates Non-GAAP Net Income and Non-GAAP EPS as net income (loss) and net income (loss) per diluted share from continuing operations adjusted for non-core or non-operational items related to executive severance and related costs, stock-based compensation, non-cash executive compensation expense, shareholder litigation costs, prepayment penalties on early debt repayment, non-cash amortization of debt issuance costs, store closures, the Badcock segment’s in-house financing operations, rebranding costs, acquisition costs, inventory fair value step up amortization, and amortization of acquired intangible assets. Although amortization of acquired intangible assets is excluded from these non-GAAP measures, it is important for investors to understand that such intangible assets support revenue generation. Management excludes amortization of intangible assets because these are non-cash amounts for which the amount and frequency are significantly impacted by the timing and size of our acquisitions, which vary from period to periods and across companies. The tax effect on the related non-GAAP adjustments was calculated based on an estimated annual non-GAAP effective tax rate of 25.8%.

Reconciliation of Adjusted EBITDABelow are reconciliations of Net Income/(Loss) from continuing operations to Adjusted EBITDA for the three and twelve months ended December 31, 2022.

December 31, 2022
		For the Three Months Ended December 31, 2022
($ In thousands)		Buddy's			Pet Supplies Plus			American Freight				Vitamin Shoppe			Sylvan				Badcock				Corporate				Total
Net income (loss) from continuing operations		$	1,393		$	14,126		$	(21,724	)		$	4,030		$	525			$	(38,599	)		$	39,539			$	(710	)
Add back:
Interest expense			1,221			7,054			11,388				9,523			1,073				66,413				907				97,579
Income tax expense (benefit)			484			4,907			(7,527	)			1,400			250				(10,742	)			(46,879	)			(58,107	)
Depreciation and amortization charges			769			5,801			2,964				7,748			1,902				1,293				-				20,477
Total Adjustments			2,474			17,762			6,825				18,671			3,225				56,964				(45,972	)			59,949
EBITDA			3,867			31,888			(14,899	)			22,701			3,750				18,365				(6,433	)			59,239
Adjustments to EBITDA
Executive severance and related costs			-			220			797				-			-				19				-				1,036
Litigation costs and settlements			-			-			5				215			380				-				-				600
Stock-based and long term executive compensation			-			2,049			(1,016	)			-			(61	)			-				935				1,907
Corporate compliance costs			-			-			-				-			-				-				28				28
Store closures			-			66			37				-			-				-				-				103
Securitized accounts receivable interest income			-			-			-				-			-				(39,109	)			-				(39,109	)
Securitized accounts receivable bad debt reserve			-			-			-				-			-				42,447				-				42,447
W.S. Badcock financing operations			-			-			-				-			-				(3,255	)			-				(3,255	)
Prepayment penalty on early debt repayment			-			-			-				-			-				-				-				-
Right-of-use asset and long-term asset impairment			-			1,598			277				604			-				205				-				2,684
Goodwill impairment			-			-			-				-			-				-				-				-
Integration costs			-			345			67				-			-				(3,458	)			-				(3,046	)
Divestiture costs			-			-			-				-			-				1,065				-				1,065
Acquisition costs			-			29			-				-			-				-				-				29
Loss on investment in equity securities			-			-			-				-			-				-				1,525				1,525
Acquisition bargain purchase gain			-			-			-				-			-				-				-				-
Gain on sale-leaseback and owned properties, net			-			-			-				-			-				-				-				-
Total Adjustments to EBITDA			-			4,307			167				819			319				(2,086	)			2,488				6,014
Adjusted EBITDA		$	3,867		$	36,195		$	(14,732	)		$	23,520		$	4,069			$	16,279			$	(3,945	)		$	65,253

December 31, 2022
		For the Twelve Months Ended December 31, 2022
($ In thousands)		Buddy's			Pet Supplies Plus			American Freight				Vitamin Shoppe				Sylvan			Badcock				Corporate				Total
Net income (loss) from continuing operations		$	6,439		$	43,806		$	(103,426	)		$	57,060			$	1,127		$	(38,064	)		$	(35,515	)		$	(68,573	)
Add back:
Interest expense			3,844			22,206			35,494				29,909				3,391			243,046				2,092				339,982
Income tax expense (benefit)			2,237			15,216			(11,592	)			19,820				792			(12,592	)			(22,726	)			(8,845	)
Depreciation and amortization charges			3,040			23,280			10,798				28,836				7,974			8,014				-				81,942
Total Adjustments			9,121			60,702			34,700				78,565				12,157			238,468				(20,634	)			413,079
EBITDA			15,560			104,508			(68,726	)			135,625				13,284			200,404				(56,149	)			344,506
Adjustments to EBITDA
Executive severance and related costs			-			409			797				-				-			684				-				1,890
Litigation costs and settlements			55			-			868				962				380			-				(1,739	)			526
Stock-based and long term executive compensation			209			6,936			(816	)			-				219			-				14,874				21,422
Corporate compliance costs			-			-			-				-				-			-				608				608
Store closures			-			402			366				-				-			-				575				1,342
Securitized accounts receivable interest income			-			-			-				-				-			(192,920	)			-				(192,920	)
Securitized accounts receivable bad debt reserve			-			-			-				-				-			144,402				-				144,402
W.S. Badcock financing operations			-			-			-				-				-			(7,841	)			-				(7,841	)
Prepayment penalty on early debt repayment			-			-			-				-				-			-				-				-
Right-of-use asset and long-term asset impairment			-			1,598			1,014				604				-			205				-				3,422
Goodwill impairment			-			-			70,000				-				-			-				-				70,000
Integration costs			-			675			194				-				18			(3,161	)			-				(2,274	)
Divestiture costs			-			-			-				-				-			4,079				-				4,079
Acquisition costs			-			177			14				-				-			782				5,294				6,267
Loss on investment in equity securities			-			-			-				-				-			-				23,671				23,671
Acquisition bargain purchase gain			-			-			-				-				-			(3,514	)			-				(3,514	)
Gain on sale-leaseback and owned properties, net			-			-			-				(2,273	)			-			(59,275	)			-				(61,548	)
Total Adjustments to EBITDA			264			10,197			72,437				(707	)			617			(116,559	)			43,283				9,532
Adjusted EBITDA		$	15,824		$	114,705		$	3,711			$	134,918			$	13,901		$	83,845			$	(12,866	)		$	354,038

Reconciliation of Non-GAAP Net Income and EPSBelow are reconciliations of Net Income/(Loss) from continuing operations to Non-GAAP Net Income and Net Income/(Loss) from continuing operations per diluted share to Non-GAAP EPS for the three and twelve months ended December 31, 2022.

		For the Three Months Ended								For the Twelve Months Ended
($ In thousands except share count and per share data)		December 31, 2022								December 31, 2022
Net income (loss) from continuing operations / Net income (loss) from continuing operations per diluted share		$	(710	)			(0.02	)		$	(68,573	)		$	(1.74	)
Less: Preferred dividend declared			(2,129	)			(0.06	)			(8,514	)			(0.22	)
Adjusted Net Income available to Common Stockholder			(2,839	)			(0.08	)			(77,087	)			(1.96	)
Add back:
Executive severance and related costs			1,036				0.03				1,890				0.05
Litigation costs and settlements			600				0.02				526				0.01
Stock-based and long term executive compensation			1,907				0.05				21,422				0.55
Corporate compliance costs			28				-				608				0.02
Store closures			103				-				1,342				0.03
Securitized accounts receivable interest income			(39,109	)			(1.05	)			(192,920	)			(4.91	)
Securitized accounts receivable bad debt reserve			42,447				1.14				144,402				3.68
W.S. Badcock financing operations			(3,255	)			(0.09	)			(7,841	)			(0.20	)
Prepayment penalty on early debt repayment			-				-				-				-
Right-of-use asset and long-term asset impairment			2,684				0.07				3,422				0.09
Goodwill impairment			-				-				70,000				1.78
Integration costs			(3,046	)			(0.08	)			(2,274	)			(0.06	)
Divestiture costs			1,065				0.03				4,079				0.10
Acquisition costs			29				-				6,267				0.16
Loss on investment in equity securities			1,525				0.04				23,671				0.60
Acquisition bargain purchase gain			-				-				(3,514	)			(0.09	)
Gain on sale-leaseback and owned properties, net			-				-				(61,548	)			(1.57	)
Adjustments to EBITDA			6,014				0.16				9,532				0.24
Non-cash amortization of debt issuance costs			2,258				0.06				17,327				0.44
Amortization of acquisition-related intangibles			4,137				0.11				16,898				0.43
Securitized receivables interest expense			64,405				1.74				227,962				5.80
Tax impact			(56,522	)			(1.52	)			(52,003	)			(1.32	)
Impact of diluted share count assuming non-GAAP net income			-				-				-				-
Total Adjustments to Net income (loss) from continuing operations			20,293				0.55				219,716				5.59
Non-GAAP Net Income from continuing operations / Non-GAAP diluted EPS from continuing operations		$	17,454			$	0.47			$	142,629			$	3.63
Basic weighted average shares							37,147,507								39,309,855
Non-GAAP diluted weighted average shares outstanding							37,147,507								39,309,855

Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the Company’s results of operation and financial condition, the Company’s stock repurchase program, including whether the Company will continue purchasing stock thereunder and the timing and amount thereof and its expectations and outlook for fiscal 2023. 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.  The Company refers you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Form 10-K for the fiscal year ended December 31, 2022, and comparable sections of the Company’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:Andrew F. KaminskyEVP & Chief Administrative OfficerFranchise Group, Inc.akaminsky@franchisegrp.com(914) 939-5161