DELAWARE, Ohio, Feb. 28, 2023 (GLOBE NEWSWIRE) -- 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	)

Outlook

For 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 Information

Franchise Group will conduct a conference call on February 28^th 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 EBITDA

Below 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 EPS

Below 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 Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the Company's results of operation and financial condition, the 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. Kaminsky

EVP & Chief Administrative Officer

Franchise Group, Inc.

akaminsky@franchisegrp.com

(914) 939-5161

Franchise Group, Inc. Announces Fourth Quarter and Full Fiscal Year 2022 Financial Results