Franchise Group Inc

F:3HC

Ladies and gentlemen, thank you for standing by and welcome to the Franchise Group's Fiscal 2023 first quarter conference call. At this time, all participants are in a listen-only mode.

I would now like to hand the conference over to your host, Andrew Kaminsky, Executive Vice President and Chief Administrative Officer of Franchise Group.

Thank you, MJ. Good morning and thank you for joining our conference call. I’m on the call with Brian Kahn, Franchise Group's President and CEO, and Eric Seeton, Franchise Group’s CFO.

Before getting started, I'd like to mention that certain matters discussed on this call may contain forward-looking statements within the meeting of the Private Securities Litigation Reform Act of 1995 and other provisions of federal securities laws. These forward-looking statements are based on management's current expectations and are not guaranteed of future performance.

Actual results could differ materially from those expressed in or implied by the forward-looking statements. The forward-looking statements are made as of the date of this call and except as required by law, Franchise Group assumes no obligation to update or revise them. Investors are cautioned not to place undue reliance on these forward-looking statements.

For a more detailed discussion of these and other risks and uncertainties that could cause Franchise Group’s actual results to differ materially from those indicated in the forward-looking statements, please see our Form 10-K for the fiscal year ended December 31st, 2022, and other filings we make with the SEC. The financial measures discussed today include non-GAAP measures that we believe investors focus on in comparing our results between periods and among our PR companies.

Please see our earnings release in the news and events section of our website at franchisegrp.com for a reconciliation of non-GAAP financial measures to GAAP measures. Non-GAAP financial information should not be considered in isolation from as a substitute for or superior to GAAP financial information, but we include it because management believes it provides meaningful supplemental information regarding our operating results when assessing our business and is useful for investors for informational and comparative purposes. The non-GAAP financial measures the Company uses have limitations and may differ from those used by other companies.

Now, I'd like to turn the call over to Brian. Brian.

Thank you, Andrew, and good morning to our listeners and thank you for joining us. Before reviewing our first quarter results, I wanted to comment on the announcement this morning regarding the Company's execution of a definitive agreement to be acquired by a consortium led by our management team for $30 per common share in cash.

On March 20th, we announced the receipt of an unsolicited non-binding proposal to acquire all of the outstanding shares of common stock of FRG for $30 per share in cash. This proposal was expressly conditioned on, among other things, management rolling over all of their equity interests in the Company. The third party bidder was B. Riley Financial Inc.

In response to this proposal, our Board of Directors established a special committee comprised solely of independent directors. The special committee retained independent legal counsel and a financial advisor to explore the proposal and other strategic alternatives for FRG, and they ultimately determined that accepting this proposal was the best path forward for the public shareholders.

After conducting due diligence, B. Riley decided not to proceed on the terms of its original proposal, but was willing to provide financing to the consortium led by the management team for the transaction that was announced this morning. The key terms of the transaction are outlined in the press release the Company issued this morning and we anticipate filing an 8-K that will include more detailed information including a copy of the merger agreement.

You can also find our transaction press release on our website. As detailed in the press release, the consortium has agreed to pay $30 per share in cash for all of the public commons shares. The Company anticipates redeeming its outstanding preferred stock in connection with the closing of -- continuing to pay the preferred stock dividend through the redemption date.

The merger agreement does not permit the continued payment of the common stock dividend, although as we will discuss in more detail as part of the review of the first quarter results, our credit agreements would not permit the dividend to be paid.

The credit agreements permit dividends so long as the Company's leverage ratio remains below a specified level, and we are currently in excess of this level. While the special committee solicited alternative proposals following the receipt of the offer from B. Riley, the transaction also includes a 30-day go-shop period, which the Company intends to affirmatively solicit alternative acquisition proposals.

In addition, the closing of the transaction is conditioned upon the holders of a majority of our outstanding shares of common stock that are not held by the consortium or any of their affiliates or related parties voting in favor of the transaction. We expect the transaction to close in the second half of 2023. Over the coming weeks and months, our public filings will provide a significant amount of additional information regarding the transaction and the Company.

I would now like to review our first quarter results, but before I do so, I'd like to note that in light of the transaction announcement this morning, we will not be holding a question-and-answer session at the end of the call. I would like to remind you that we will be making many references to perform items throughout this call.

Our press releases and filings may refer to historical financial results for the acquired businesses prior to their acquisition by Franchise Group. These items have been adjusted to align with our fiscal calendar and accounting policies to the extent reasonable. Comparison to performer results will allow us to discuss and evaluate performance of the acquired businesses when a comparable period is not available due to the timing of the acquisition.

For the first quarter of 2023, Buddy's system-wide, same store sale comps were negative 3.5% with franchisee e-comps declining 3.0% and corporate stores declining 7.0%. In April Buddy's system-wide e-comps were down 7.8% with franchisee e-comps down 7.8% and corporate stores down 7.7%. Customer counts and average revenue per customer remain relatively flat compared to the fourth quarter of 2022.

In the first quarter, Buddy's signed agreements for 11 new franchise locations growing its backlog to 121 new franchise stores. Buddy's did not open any new stores in the quarter and ended the quarter with 338 total locations of which 302 are franchised. Badcock's system-wide comps were down 18.9% for the first quarter and were down 26.2% in April.

Transaction comps were down 19.4% in the first quarter. Customer traffic was down approximately 15,000 customers to approximately 110,000 customers in the quarter. Average order values were nominally down less than 1% in the quarter to $1,159.

During the quarter, we sold $133.3 million of Badcock consumer accounts receivable for $109.7 million. The net proceeds were used to pay down our ABL. Badcock ended the quarter with 382 locations of which 317 are dealer locations. American Freight comps were down 4.1% in the first quarter. Comps were up 2.6% in January, down 2.1% in February and down 9.6% in March.

Comps in April were down 12.9%. Freight costs as a percentage of sales remained flat compared to the fourth quarter coming in at approximately 10.5% of revenue. Average store -- store average order values were up approximately $60 to $760 on increased in-store traffic of over 10% to approximately 260,000 customers in the quarter.

In the first quarter, we sold three new franchise locations, opened two new franchise stores, and have a current backlog of 37 franchise locations. American Freight finished the quarter with 370 locations, which included 11 franchise stores. We continually review the carrying value of our assets to ensure they reflect fair value on our balance sheet.

Due to the financial performance of American Freight this quarter, we took a $75 million non-cash impairment charge to the goodwill of American Freight, which is reflected in our GAAP operating results. Sylvan same center comps were up 0.1% in the quarter. Sylvan sold 9 new franchise in the first quarter and had a backlog of 23 centers at the end of the quarter, as well as 553 brick and mortar centers operating, which includes 5 corporate centers.

At PSP system-wide same store sales comps were up 5.9% in the first quarter. Franchise comps were up 7.1% in the quarter while corporate stores were up 4.1%. PSP transaction comps were down 1.5%. PSP store traffic was up 2.4% over 6.3 million customers and store average order values were up over 15% or $6 in the first quarter.

In April PSP's system-wide comps were up 6.2% with franchisee comps up 7.7%, corporate stores up 4.4%. Freight costs declined from 4.6% of sales to 3.5% of sales in the first quarter. PSP continued to build its backlog with the sale of 21 new franchise locations in the quarter, bringing total backlog at PSP to 228 locations.

PSP sold 6 wagon wash territories this quarter and currently has a backlog of 36 wagon wash stores. During the first quarter, PSP also closed on the acquisition of 20 new locations from a competitor in bankruptcy and has already franchised 12 of these locations to existing franchisees. We expect to sell the balance of these stores to existing franchisees in the coming months.

All of these locations will be rebranded under the PSP or wagon wash banners. Overall, PSP had 707 locations consisting of 234 corporate stores, 449 PSP franchise stores and 24 wagon wash franchise stores. Vitamin Shop overall comps were up 3.4% in the first quarter and were up 1.9% in April. Store traffic in the first quarter was up 2.9%.

During the quarter, sports nutrition accounted for approximately 55.8% of overall sales compared to 48.9% in the first quarter of 2022. In the first quarter, direct to consumer accounted for approximately 25.7% of the business compared to 25.1% in the first quarter of 2022. Vitamin shops sold five new franchise locations in the quarter bringing backlog up to 59 stores. Vitamin Shop currently operates 699 brick-and-mortar locations, three of which are franchise.

On a consolidated basis for the first quarter of 2023, total reported revenue for Franchise Group was $1.105 billion. Net loss was $108.3 million or $3.16 per fully diluted share. Adjusted EBITDA was $66.0 million and non-GAAP earnings per share was $0.11. We are still in the process of transitioning consumer financing at Badcock from in-house to third-party partners and have excluded the non-core results of the finance business from adjusted EBITDA and non-GAAP earnings per share.

While we can pro forma the income statement for consumer lending, the balance sheet continues to reflect securitization debt and accounts receivable despite most of the receivables having been sold to third parties. Once we discontinue originating customer loans, we believe the securitized receivables will be accounted for as a sale and the related assets and liabilities will no longer be reported on our balance sheet.

In February, we closed on a 300 million add-on financing to our existing first lien term loan. The net proceeds were used to pay down our AVL credit facility and provide its capacity to continue to finance the Badcock business while we work towards an alternative solution. We ended the quarter with approximately $1.4 billion in gross outstanding term debt and cash of approximately $98.3 million.

At the end of the first quarter, we had approximately $363 million of availability on our ABL revolver and currently have approximately $300 million of remaining availability. As I noted earlier, management was unable to recommend that the board declare a regular quarterly common stock dividend this quarter due to restrictions in our credit agreements.

Our credit agreements permit, dividends so long as the Company's leverage ratio remains below a specified level, and we are currently in excess of this level. In light of today's announcements and our first quarter financial results, we are withdrawing our financial forecast for 2023 and we'll provide additional disclosures and upcoming proxy filings for your review and consideration.

I want to thank all of our shareholders and lenders for their support. We will issue updates as required over the coming months, and thank you.

Operator, please conclude the call.