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EX-10.4 - EX-10.4 - Franchise Group, Inc.a12-14637_1ex10d4.htm
EX-10.1 - EX-10.1 - Franchise Group, Inc.a12-14637_1ex10d1.htm
EX-10.3 - EX-10.3 - Franchise Group, Inc.a12-14637_1ex10d3.htm
EX-10.2 - EX-10.2 - Franchise Group, Inc.a12-14637_1ex10d2.htm

Exhibit 99.1

 

Liberty Tax Service Reports Fiscal 2012 Full Year Results and the Initiation of

Trading on the OTC Bulletin Board

 

JTH Holding, Inc. (OTCBB:LTAXA)( the “Company”), the parent company of Liberty Tax Service, today reported net income for the fiscal year ended April 30, 2012 of $17.4 million, or $1.23 per diluted share.   During its fourth quarter, the Company determined that it would postpone its planned initial public offering (IPO), and for this reason incurred an after tax charge of approximately $0.8 million associated with the costs of that offering.  Adjusting for that one-time charge, adjusted (non-GAAP) income for fiscal 2012 was $18.3 million, an increase of 16% compared to net income in the prior year.  Adjusted earnings per share increased 21% to $1.29 per diluted share due to both the increased earnings and a decline in weighted average shares outstanding.  Revenues grew 14% to $109.1 million in fiscal 2012 compared to the prior year.

 

During the recent tax season the Company operated in 4,183 office locations in the United States and Canada, compared to 3,845 in the prior year.   In both years, more than 98% of our office locations were operated by franchisees of the Company.  Total returns filed by the company increased to approximately 2.2 million from approximately 2.0 million in the prior fiscal year, an increase of 7%.  The IRS recently reported that total tax returns filed grew 2.1% during this tax season compared to 2011 tax season; however tax returns claiming a refund grew by only 0.9% during the 2012 tax season.

 

“Fiscal 2012 was another important year in Liberty’s growth strategy to become the leader in the tax preparation industry,”  noted Founder and CEO John Hewitt.  “In a tough economic climate that has impacted small businesses around the country, and resulted in fewer businesses being operated through franchisees, Liberty Tax Service continues to grow and expand.  Issues at the IRS during the early portion of the season and the expiration of the Make Work Pay Tax Credit made customer service a challenge,” noted Mr. Hewitt, “however our franchisees continue to provide the best service in the industry.”

 

New Credit Facility

 

During the fourth quarter of Fiscal 2012, the company replaced its credit facility that was due to mature in March 2013 with a new five year credit facility through a syndicate of seven banks.   The new credit facility totals $130 million and is comprised of a $25 million term loan and a $105 million revolving line of credit.   “ The increase in the size of the facility and the fact that a majority of the existing banks chose to continue in our facility is another demonstration of the confidence our partners have in our business model, and our ability to grow and expand our brand,” noted Mark Baumgartner, CFO.

 

Initiation of Trading on the Over the Counter Bulletin Board  (OTCBB)

 

Although the Company recently determined that it would postpone its IPO, it also concluded that given the size of the Company’s stockholder base, it would be appropriate for the Company to make itself subject to the reporting and other requirements applicable to public companies, and to seek to facilitate stockholders liquidity in their investment.  Accordingly, the Company’s registration statement under the Securities Exchange Act of 1934 has been declared effective as of June 13, 2012, and the Company expects its shares of Class A Common Stock to become available for trading on the OTC Bulletin Board on June 14, 2012.  While traded on that system, the Company’s Class A Common Stock will be

 

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represented by the symbol “LTAXA.”  The Company has filed an application for listing its Class A Common Stock on NASDAQ, and that application is pending.

 

“We believe that the tax preparation marketplace will change in response to increased regulation and oversight and have been positioning Liberty to benefit from these changes,” noted Mr. Hewitt. “Becoming a public company is another step in our process and provides us additional flexibility to finance potential growth opportunities that may present themselves.” Mr. Hewitt noted.

 

Conference Call

 

At 8:30 a.m. Eastern time on June 14, 2012, the Company will host a conference call for analysts, institutional investors and shareholders.  To access the call, please dial the number below approximately 5 to 10 minutes prior to the scheduled starting time:

 

 

U.S.

866-831-6267

 

 

International

617-213-8857

 

 

Passcode:

29370301

 

 

The call will also be webcast in a listen-only format.  The link to the webcast can be accessed on the Company’s investor relations website at www.libertytax.com

Webcast replay will be available starting at approximately 12:00 p.m. Eastern time today.

 

Forward Looking Statements

 

In addition to historical information, this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including implied and express statements regarding the Company’s anticipated growth and expansion of its business.  These forward-looking statements, as well as the Company’s guidance, are based upon the Company’s current expectations and there can be no assurance that such expectations will prove to be correct. Because forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, the Company’s actual results could differ materially from these statements. These risks and uncertainties relate to, among other things, uncertainties regarding the Company’s ability to attract and retain clients; meet its prepared returns targets; competitive factors; the Company’s effective income tax rate; litigation defense expenses and costs of judgments or settlements; and changes in market, economic, political or regulatory conditions. Information concerning these risks and uncertainties is contained in the Company’s recently filed registration statement on Form 10, and will in the future be contained in Item 1A of the Company’s annual reports on Form 10-K and in other filings by the Company with the Securities and Exchange Commission. The Company does not undertake any duty to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

About Liberty Tax Service

 

Liberty Tax Service is the fastest-growing retail tax preparation company in the industry’s history. Founded in 1997 by CEO John T. Hewitt, a pioneer in the tax industry, Liberty Tax Service has prepared over 10 million individual income tax returns. With 43 years of tax industry experience, Hewitt stands as the most experienced CEO in the tax preparation business, having also founded Jackson Hewitt Tax

 

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Service. Liberty Tax Service is the only tax franchise on the recently released Forbes “Top 20 Franchises for the Buck.”

 

Contact for Liberty Tax Service:

Mark F. Baumgartner

757-493-8855

investorrelations@libtax.com

 

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JTH Holding, Inc.

Condensed Consolidated Balance Sheets

Unaudited, amounts in thousands

 

 

 

April 30,

 

April 30,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

19,848

 

$

1,662

 

Receivables, net

 

76,776

 

66,388

 

Prepaid expenses and other current assets

 

5,655

 

5,381

 

Total current assets

 

102,279

 

73,431

 

 

 

 

 

 

 

Property, equipment, and software, net

 

23,948

 

18,228

 

Notes receivable, excluding current portion, net

 

35,863

 

35,570

 

Goodwill

 

1,913

 

1,913

 

Other intangible assets, net

 

22,158

 

17,253

 

Other assets, net

 

2,580

 

1,398

 

 

 

 

 

 

 

Total assets

 

$

188,741

 

$

147,793

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current installments of long-term debt

 

$

2,736

 

$

1,973

 

Accounts payable and accrued expenses

 

14,170

 

15,625

 

Due to area developers

 

21,893

 

20,623

 

Income taxes payable

 

6,689

 

6,778

 

Other current liabilities

 

4,492

 

5,152

 

Total current liabilities

 

49,980

 

50,151

 

 

 

 

 

 

 

Long-term debt, excluding current installments

 

26,249

 

2,485

 

Revolving credit facility

 

 

 

Other non-current liabilities

 

12,310

 

11,030

 

Total liabilities

 

88,539

 

63,666

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Class A preferred stock, $0.01 par value per share

 

2,129

 

2,129

 

Special voting preferred stock, $0.01 par value per share

 

 

 

Class A common stock, $0.01 par value per share

 

103

 

105

 

Class B common stock, $0.01 par value per share

 

9

 

9

 

Exchangeable shares, $0.01 par value

 

1

 

1

 

Additional paid-in capital

 

3,182

 

4,811

 

Accumulated other comprehensive income, net of taxes

 

676

 

381

 

Retained earnings

 

94,102

 

76,691

 

Total stockholders’ equity

 

100,202

 

84,127

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

188,741

 

$

147,793

 

 



 

JTH Holding, Inc.

Condensed Consolidated Income Statement

Unaudited, amounts in thousands, except per share and share data

 

 

 

Three months ended April 30,

 

Years ended April 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Franchise fees, net

 

$

7,225

 

$

5,131

 

$

14,145

 

$

13,148

 

Royalties and advertising fees

 

31,347

 

30,677

 

49,964

 

46,879

 

Financial products

 

11,454

 

9,730

 

22,903

 

16,507

 

Tax preparation fees, net of discounts

 

4,872

 

3,452

 

7,026

 

4,789

 

Other income

 

4,891

 

4,709

 

15,062

 

14,201

 

Total revenues

 

59,789

 

53,699

 

109,100

 

95,524

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

9,691

 

7,871

 

29,802

 

25,162

 

General and administrative expenses

 

8,039

 

7,932

 

25,709

 

20,537

 

Advertising expense

 

2,957

 

2,306

 

15,346

 

15,078

 

Depreciation, amortization, and impairment charges

 

2,204

 

1,667

 

7,169

 

6,062

 

Costs associated with postponed IPO

 

1,348

 

 

1,348

 

 

Other expense

 

28

 

69

 

71

 

170

 

Total operating expenses

 

24,267

 

19,845

 

79,445

 

67,009

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

35,522

 

33,854

 

29,655

 

28,515

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Foreign currency transaction gains

 

8

 

56

 

4

 

75

 

Interest expense

 

(348

)

(437

)

(1,854

)

(1,954

)

Income before income taxes

 

35,182

 

33,473

 

27,805

 

26,636

 

Income tax expense

 

13,143

 

13,665

 

10,394

 

10,874

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

22,039

 

$

19,808

 

$

17,411

 

$

15,762

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

16,338

 

$

14,689

 

$

12,926

 

$

11,639

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.58

 

$

1.40

 

$

1.24

 

$

1.10

 

Diluted

 

$

1.56

 

$

1.37

 

$

1.23

 

$

1.08

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares oustanding:

 

 

 

 

 

 

 

 

 

Basic

 

10,325,213

 

10,478,492

 

10,383,780

 

10,588,954

 

Diluted

 

14,104,054

 

14,433,353

 

14,167,890

 

14,662,313

 

 



 

JTH Holding, Inc.

Condensed Consolidated Statements of Cash Flows

Unaudited, amounts in thousands

 

 

 

Years ended April 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

20,443

 

$

24,775

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Issuance of operating loans to franchisees

 

(67,969

)

(56,400

)

Payments received on operating loans from franchisees

 

60,918

 

50,921

 

Purchases of assets from franchisees

 

(4,741

)

(3,091

)

Proceeds from sale of customer lists and other assets

 

2,146

 

1,711

 

Investment in affiliate

 

(1,009

)

 

Purchases of property and equipment

 

(10,288

)

(7,051

)

Net cash used in investing activities

 

(20,943

)

(13,910

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the exercise of stock options

 

742

 

3,805

 

Repurchase of common stock

 

(4,260

)

(10,076

)

Repurchase of preferred stock

 

 

(2,722

)

Term debt borrowings

 

25,000

 

 

Repayment of long-term debt

 

(2,118

)

(2,284

)

Borrowings under revolving credit facility

 

124,270

 

135,484

 

Repayments under revolving credit facility

 

(124,270

)

(135,484

)

Deferred financing costs

 

(1,123

)

(333

)

Tax benefit of stock option exercises

 

458

 

408

 

Net cash provided by (used in) financing activities

 

18,699

 

(11,202

)

 

 

 

 

 

 

Effect of exchange rate changes on cash, net

 

(13

)

(113

)

Net increase (decrease) in cash and cash equivalents

 

18,186

 

(450

)

Cash and cash equivalents at beginning of year

 

1,662

 

2,112

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

$

19,848

 

$

1,662

 

 

 

 

 

 

 

Supplementary cash flow data:

 

 

 

 

 

Cash paid for interest, net

 

$

1,640

 

$

1,671

 

Cash paid for taxes

 

7,222

 

8,032

 

 



 

JTH Holding, Inc.

Operational Data

Unaudited, amounts in thousands, except offices and net average fee

 

 

 

Years ended April 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Offices (1)

 

 

 

 

 

US

 

3,920

 

3,590

 

Canada

 

263

 

255

 

Total

 

4,183

 

3,845

 

 

 

 

 

 

 

Returns

 

 

 

 

 

US (offices)

 

1,790

 

1,658

 

US (internet)

 

113

 

98

 

Canada

 

285

 

288

 

Total

 

2,188

 

2,044

 

 

 

 

 

 

 

Systemwide revenue (2)

 

 

 

 

 

US

 

$

337,000

 

$

317,000

 

Canada

 

22,100

 

21,600

 

Total

 

$

359,100

 

$

338,600

 

 

 

 

 

 

 

Net average fee per tax return prepared (3)

 

 

 

 

 

US (Offices)

 

$

188

 

$

191

 

Canada

 

$

78

 

$

75

 

 


(1) We measure our number of offices per fiscal year based on franchised and company-owned offices open at any point during the tax season.

(2) Our systemwide revenue represents the total tax preparation revenue generated by our franchised and company-owned offices.  It does not represent our revenue, but because our franchise royalties are derived from the operations of our franchisees, and because we maintain an infrastructure to support systemwide operations, we consider growth in systemwide revenue to be an important measurement.

(3) The net average fee per tax return prepared reflect amounts for our franchised and company-owned offices.

 



 

JTH Holding, Inc.

Non - GAAP Reconciliation

Unaudited, amounts in thousands, except per share and share data

 

We report our financial results in accordance with generally accepted accounting principles (GAAP).  However, we believe certain non-GAAP performance measures and ratios used in managing the business may provide additional meaninful comparisions between current year results and prior periods.  Reconciliations to GAAP financial measures are provided below.  These non-GAAP financial measures should be viewed in addition to, not as an alternative for, our reported GAAP results.

 

 

 

Years ended April 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Pre-tax income - as reported

 

$

27,805

 

$

26,636

 

 

 

 

 

 

 

Add back (pre-tax):

 

 

 

 

 

Costs associated with postponed IPO

 

1,348

 

 

Foreign currency transaction gains

 

(4

)

(75

)

 

 

 

 

 

 

Pre-tax income - as adjusted

 

$

29,149

 

$

26,561

 

 

 

 

 

 

 

Revenues as reported

 

$

109,100

 

$

95,524

 

 

 

 

 

 

 

Pre-tax margin - as reported

 

25.5

%

27.9

%

Pre-tax margin - as adjusted

 

26.7

%

27.8

%

 

 

 

Consolidated Net Income

 

 

 

Years ended April 30,

 

 

 

2012

 

2011

 

 

 

After tax

 

Per share

 

After tax

 

Per share

 

 

 

 

 

 

 

 

 

 

 

Net income - as reported

 

$

17,411

 

$

1.23

 

$

15,762

 

$

1.08

 

 

 

 

 

 

 

 

 

 

 

Add back (net of tax):

 

 

 

 

 

 

 

 

 

Costs associated with postponed IPO

 

844

 

0.06

 

 

 

Foreign currency transaction gains

 

(3

)

 

(44

)

(0.01

)

 

 

 

 

 

 

 

 

 

 

Net income- as adjusted

 

$

18,252

 

$

1.29

 

$

15,718

 

$

1.07

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted-average shares outsanding

 

 

 

14,167,890

 

 

 

14,662,313