Franchise : Investor Presentation

Investor

Presentation

January 2021

Legal - Disclaimer

Cautionary Statement Regarding Forward-Looking Statements and Information

Franchise Group, Inc. is referred to herein as the "Company." This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as "expect," "believe," "estimate," "plan," "project," "anticipate," "intend," "will," "may," "view," "opportunity," "potential," and other similar words. Such statements include, but are not limited to, statements about future financial and operating results, the Company's plans, objectives, estimates, expectations, and intentions, estimates and strategies for the future, including estimates or projections of revenues, income, earnings per share, capital expenditures, dividends, liquidity, capital structure, synergies, EBITDA or other financial items, descriptions of the Company's or management's plans or objectives for future operations, products or services, or descriptions of assumptions underlying any of the above and other statements that are not historical facts. 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. These risks and uncertainties include, but are not limited to, those set forth in the Company's Transition Report on Form 10-KT for the transition period ended December 28, 2019 (especially in Part I, Item 1A, Risk Factors and Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations), the Company's Quarterly Reports on Form 10-Q and in the Company's other filings with the Securities and Exchange Commission ("SEC"). There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. You understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. All of the forward-looking statements made in this presentation are expressly qualified by the cautionary statements contained or referred to herein. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements. You are cautioned not to rely on the forward-looking statements contained in this presentation.

Non-GAAPFinancial Information: This presentation discusses EBITDA, Adjusted EBITDA and Supplemental Adjusted EBITDA which are not calculated in conformity with U.S. Generally Accepted Accounting Principles (GAAP). The Company 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, prepayment penalty on early debt repayment, accrued judgements and settlements, net of estimated revenue, store closures, rebranding costs, acquisition costs, inventory fair value step up amortization. This does not give effect to supplemental information related to cost synergies and acquisition impacts. 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. In addition, a measure similar to Adjusted EBITDA is used in the Company's credit facilities, but is calculated differently. EBITDA, Adjusted EBITDA, and Supplemental 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.

This presentation also contains additional information referred to herein as Supplemental Information, that is provided to reflect the estimated cost savings related to various management actions taken at our acquired businesses and other impacts of our acquisitions. Such information is included in our calculations of references to Supplemental Adjusted EBITDA. The information 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 are 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 fully been 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.

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SECTION 2

Business Overview

Company Overview

Headquarters: Virginia Beach, Virginia

Franchise Group Overview

• Formed in 2019 with the combination of Liberty Tax and Buddy's
  Home Furnishings
• • Augmented by
    o 2019 acquisitions of Vitamin Shoppe and Sears Outlet
    o 2020 acquisitions of American Freight - Furniture and
    Mattress; and FFO Home (Outlet and FFO subsequently rebranded as American Freight)
• Multi-brandoperator of franchised and franchisable businesses that continues to grow a diversified portfolio of brands while utilizing its operating and capital allocation philosophy to generate substantial cash flow for its shareholders
• • Mix of businesses provides balance and resiliency in their respective consumer categories

Franchise Group Subsidiaries

	Stores at Dec 31, 2020
	Company
Acquired	Owned	Franchised	Total
Sears Outlet - Oct 2019
American Freight - Feb 2020	343	6	349

July 2019	45	247	292

Dec 2019

719

-

719

163

2,599

2,762

• Mix attracts franchise entrepreneurs who can leverage multiple brands across a local geography

Total Stores

1,270

2,852

4,122

• • Increasing diversification and scale provide lower relative costs of capital and higher free cash flow conversion.
• Employees: ~9,300

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