Ladies and gentlemen, thank you for standing by, and welcome to Franchise Group's conference call to discuss its acquisition of W.S. Badcock Corporation. All participants are in listen only mode. I would like to hand the conference over to your host, Andrew Kaminsky, Executive Vice President and Chief Administrative Officer of Franchise Group. Thank you, Cindy. Good morning, and thank you for joining our conference call. Before getting started, I would like to mention that certain matters discussed on this call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other provisions of the federal securities laws. These forward-looking statements are based on management's current expectations and are not guarantees of future performance. Actual results could differ materially from those expressed in or implied by the forward-looking statements. Further, such statements and estimates are subject to risks of achieving the expected benefits of the transaction and the financing. 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 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 26 December 2020, 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 results between periods and among peer companies. Non-GAAP financial information should not be considered in isolation from, as a substitute for, or superior to GAAP financial information, but included because management believes it provides meaningful supplemental information regarding our operating results when assessing our business and is useful to investors for informational comparative purposes. The non-GAAP financial measures the company uses have limitations and may differ from those used by other companies. Today, we announced Franchise Group acquired W.S. Badcock Corporation, a leading home furnishings company in the Southeast, in an all-cash transaction. In addition to the significant standalone earnings accretion for FRG, the addition of Badcock adds scale and anticipated synergies with our existing home furnishing franchise concepts, which we are confident will specifically benefit American Freight and Buddy's franchisees and customers. The additional scale from Badcock is expected to expand our discretionary cash flow, giving us the opportunity to use our capital for the highest and best uses, which could potentially include de-levering, increasing dividends, and further diversification of our portfolio of brands. This repetitive cycle improves with each transaction we close, and is exactly why we believe that Franchise Group's brands are more valuable as a whole than apart. As part of this webcast, we've created a brief presentation providing an overview of Badcock, which you can find on the events page of our website. Beginning on page three is a summary of the transaction. In connection with the signing of the definitive stock purchase agreement, JP Morgan arranged for the expansion of Franchise Group's existing credit facilities for $575 million in new term loans to finance the acquisition. Founded 117 years ago, Badcock is one of the largest home furnishings retailer in the southeastern U.S., serving a large portion of the rural population with 383 stores across eight states, with over 80% of the stores run by independent dealers. Over its long history, Badcock has allocated capital among three discrete business lines, its retail footprint, a real estate portfolio, and a credit business that currently includes approximately $550 million of gross receivables. We look forward to partnering with Badcock's management team to evaluate their highest and best uses of capital and evaluate alternatives for non-core assets to assist FRG in rapidly de-levering back down to within our target net leverage ratio of 2 to 3x adjusted EBITDA. Including Badcock, Franchise Group has over 3,000 locations, of which over 54% are franchised or dealer-operated, with over $4.2 billion in annualized system-wide sales. Turning to page four, I wanna emphasize some of the key aspects of why we are excited about Badcock joining the Franchise Group. In addition to adding a well-known established brand, we expect significant opportunities for operating leverage with American Freight and Buddy's on items ranging from supply chain, purchasing, ancillary product sales, and back office efficiencies. Additionally, Badcock delivers strong unit economics driven by an experienced management team that has a track record of growing and managing a successful dealer network. Finally, we believe this transaction will be immediately and significantly accretive to Franchise Group. The next few slides will give you a deeper look into Badcock. The snapshot on page five gives you a little more insight into Badcock, which also highlights the mix of revenue by product. As I mentioned, there is a material opportunity to leverage the vendor network with over 78% of Badcock's revenue coming from merchandise sales. Moving to page six, you can see the strong presence in the Southeast, with over half the business today coming from Florida and Georgia, with ample opportunity to continue expansion of the dealer network in the surrounding states. On page seven, we're providing a little more insight into the dealer model, which conceptually parallels our existing franchise model. Both provide for local ownership and focus on the daily business, which drive brand awareness and customer traffic. The main difference between a dealer and franchisee is the ownership of inventory. Franchisees own their inventory, and dealers work on a consignment model. Since 2016, Badcock moved complete control of the credit process from approvals through collections to corporate, which allow dealers to focus on their customers and operations. You can see the positive impact on unit growth from this change on page eight. Page nine provides a brief overview of the real estate portfolio that Badcock has built over the years. We believe there is particularly significant value for FRG to be found in the three distribution centers and 38 owned retail stores. On page ten, you can see the trend in accounts receivable. Over the last four years, the quality of the portfolio has improved from 54% to 80% in its highest credit category, enhancing the value of the portfolio. Before concluding, I'd like to point you to slide 11, showing that Badcock checks every box on FRG's strategic plan. It supplements and complements everything we are about. Finally, I would like to touch on a few financial aspects. For Badcock's fiscal year ended 30 June 2021, it generated consolidated revenue of approximately $901.9 million and adjusted EBITDA of approximately $139.5 million. Revenue and adjusted EBITDA include financial results from all three discrete Badcock businesses, some of which we view as non-core. It's important to note that FRG believes that Badcock's consolidated adjusted EBITDA for its last fiscal year benefited indirectly by up to $50 million due to its consumers receiving government stimulus in 2021. Badcock will be included in FRG's financial results for about one month of fiscal year 2021 and will not have a material impact on fiscal year 2021 results. For fiscal 2022, FRG expects Badcock will add at least $0.50 of accretion to non-GAAP EPS. Currently, we are completing our 2022 budgeting process and intend to provide our 2022 financial outlook, update on our dividend, as well as additional details regarding Badcock in the first half of December 2021. We're very excited to welcome the Badcock management team, employees, dealers, and customers to the Franchise Group. Thank you for joining us today, and thank you for your interest in Franchise Group. Cindy, please end the call. This concludes today's conference call. Thank you for participating. You may now disconnect.
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