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8-K - 8-K - Franchise Group, Inc.a13-6652_18k.htm
EX-10.1 - EX-10.1 - Franchise Group, Inc.a13-6652_1ex10d1.htm

Exhibit 99.1

 

 

CONTACTS:

 

 

Investors: Darby Schoenfeld

 

Media: Martha O’Gorman

JTH Holding, Inc.

 

JTH Holding, Inc.

Director of Investor Relations

 

Chief Marketing Officer

(757) 453-6047

 

(757) 301-8022

darby.schoenfeld@libtax.com

 

martha@libtax.com

 

Liberty Tax Service Reports U.S. Systemwide Revenue Increased 5.2% Through February 28

Reports Fiscal 2013 Third Quarter Results

 

Virginia Beach, Va. (March 12, 2013) - JTH Holding, Inc. (NASDAQ:TAX) (the “Company”), the parent company of Liberty Tax Service, today reported that systemwide revenue in the U.S. for the 2013 calendar year through February 28, 2013 increased 5.2% versus the same period last year.

 

“This season had the latest start that I have ever seen in my 44 years in the industry.  As we expected, this shifted the early filing season later and we adjusted our office hours and customer service accordingly to accommodate these changes,” said John Hewitt, Chairman and CEO.  “We are pleased that our customers continue to recognize the value in having a Liberty Tax office prepare their tax return for them.”

 

Through January 31, 2013, the number of U.S. customers the Company and its franchisees had served in the calendar year had declined 27.0% versus the same period in the prior year.  By February 28, 2013, the number of U.S. customers the Company and its franchisees had served in the calendar year was lower by 1.4% versus the same period in the prior year.

 

“We are encouraged by our strong February numbers,” said Hewitt.  “With the IRS beginning to accept the last of the tax forms in early March, finally all taxpayers can have their return filed.  According to the IRS, total U.S. tax returns received were down 12.9% for the calendar year as of March 1, 2013, versus the calendar year of 2012 through March 2, 2012.  Based upon the tax season to date and the change the IRS implemented with regard to the Earned Income Tax Credit form, we believe total tax returns in the United States will be flat to up 1% this filing season instead of up 1-2%.”

 

Third Quarter of Fiscal 2013 Results

 

Net income for the fiscal third quarter ended January 31, 2013, was $1.1 million, or $0.08 per share, compared to net income of $4.7 million, or $0.33 per share, in the prior year period.  Net loss for the nine months ended January 31, 2013 was $11.7 million, or $0.92 per share, compared to a net loss of $4.6 million, or $0.41 per share, for the nine months ended January 31, 2012.

 

Revenues

 

Revenues for the three months ended January 31, 2013 decreased 14.3% to $30.5 million, versus $35.7 million in the prior year period.  The decline in revenue was primarily due to the unprecedented delay in the start of tax season, which for the period caused decreases in royalties, advertising fees, financial products income and tax preparation fees.   These revenue reductions were somewhat offset by an increase in interest income as the Company increased the amount of operating loans to franchisees to help fund their January operating costs, in light of reduced January revenue attributable to the late

 

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season start.  Additionally, due to differences in the structure of the current year’s contract for the Instant Cash Advance (ICA) program, the net revenue from that program was recorded as financial product revenue instead of presenting revenue and expenses separately in the financial statements, as was the case in prior years.  This change further decreased financial product revenue versus last year.

 

Revenue for the first nine months of the fiscal year decreased 9.5% to $44.6 million compared to $49.3 million in the prior year period.  In addition to the reasons listed above, revenue in the nine months ended January 31, 2013 was also impacted by a decline in franchise fees due to an increased number of new franchisees purchasing territories from existing franchisees.

 

Operating Expenses

 

Operating expenses for the three months ended January 31, 2013 increased 2.2% to $27.6 million, versus $27.0 million in the prior year period.  The increase was primarily due to an increase in personnel to support anticipated growth, operating additional company-owned stores and becoming a public company.  This was somewhat offset by a decrease in general and administrative expenses as the Company restructured the financial product programs and the accounting for the 2013 ICA program requires a net presentation.

 

Operating expenses in the quarter included approximately $461,000 of costs associated with being a public company that were not incurred in the prior year quarter.  Operating expenses for the first nine months of the fiscal year included approximately $1.5 million of costs associated with being a public company that were not incurred in the prior year.

 

Operating expenses for the first nine months of the fiscal year increased 12.6% to $62.1 million compared to $55.2 million in the prior year period.

 

Bank Waiver

 

At January 31, 2013, due to the delay in the start of the tax season, the Company was not in compliance with its leverage ratio requirement in its credit facility.  The Company has obtained a waiver from its creditors and as of February 28, 2013, the outstanding amount on the revolving portion of its credit facility was $61.0 million, which would have been sufficient for compliance at January 31, 2013.

 

“We appreciate the support we have received from our bank syndicate and their understanding that the delay of the tax season merely shifted the timing of our revenue and the subsequent repayment on the line of credit.  While we were only required to have support of 51% of our bank partners, we were happy to receive 100% approval of the waiver,” said Mark Baumgartner, CFO.

 

Fiscal 2013 Outlook

 

The Company is reiterating its net income and effective tax rate guidance of $20.0 million - $21.5 million and 38.6%, respectively.  Revenue guidance is being updated to a range of $120 million - $125 million primarily due to accounting for the 2013 ICA program as net and the operation of fewer Company stores than previously projected.

 

Third Quarter Conference Call

 

At 4:30 p.m. ET on Tuesday, March 12, 2013, the Company will host a conference call to discuss its earnings.  To listen to the call, dial 800-510-9661 (domestic) or 617-614-3452 (international), passcode 55071337, approximately 10 minutes prior to the start time of the call.  The call will also be webcast in a

 

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listen-only format.  The link to the webcast may be accessed on the Company’s investor relations website at www.libertytax.com.

 

A telephonic replay of the call will be available beginning shortly after the call on Tuesday, March 12, 2013 and continuing until Tuesday, March 19, 2013, by dialing 888-286-8010 (domestic) or 617-801-6888 (international).  The participant passcode is 94444112.  A replay of the webcast will also be available at the site listed above beginning shortly after its conclusion.

 

About JTH Holding, Inc.

 

Founded in 1997 by CEO John T. Hewitt, JTH Holding, Inc. is the parent company of Liberty Tax Service.  As the fastest-growing tax preparation franchise ever, Liberty Tax Service has prepared over 10 million individual income tax returns.  Liberty also offers an online tax service, eSmart Tax, which enables customers to do their own taxes wherever there’s a computer.  eSmart Tax is backed by the tax professionals at Liberty Tax Service and its nationwide network of over 30,000 tax preparers, ready to offer their assistance at any time. For a more in-depth look at Liberty Tax Service, visit www.libertytax.com.

 

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 annual report 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.

 

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JTH Holding, Inc.

Condensed Consolidated Balance Sheets

Unaudited, amounts in thousands

 

 

 

January 31,

 

January 31,

 

April 30,

 

 

 

2013

 

2012

 

2012

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

849

 

$

1,978

 

$

19,848

 

Receivables, net

 

140,690

 

129,154

 

76,776

 

Prepaid expenses and other current assets

 

31,330

 

24,927

 

5,655

 

Total current assets

 

172,869

 

156,059

 

102,279

 

 

 

 

 

 

 

 

 

Property, equipment, and software, net

 

31,978

 

23,002

 

23,948

 

Notes receivable, excluding current portion, net

 

51,445

 

49,122

 

35,863

 

Goodwill

 

1,913

 

1,913

 

1,913

 

Other intangible assets, net

 

24,561

 

22,303

 

22,158

 

Other assets, net

 

5,706

 

2,180

 

2,580

 

Total assets

 

$

288,472

 

$

254,579

 

$

188,741

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current installments of long-term debt

 

$

3,488

 

$

1,856

 

$

2,736

 

Accounts payable and accrued expenses

 

15,260

 

13,670

 

14,170

 

Due to area developers

 

21,727

 

21,574

 

21,893

 

Income taxes payable

 

 

 

6,689

 

Other current liabilities

 

6,861

 

9,628

 

4,492

 

Total current liabilities

 

47,336

 

46,728

 

49,980

 

 

 

 

 

 

 

 

 

Long-term debt, excluding current installments

 

24,776

 

2,665

 

26,249

 

Revolving credit facility

 

108,104

 

112,799

 

 

Other non-current liabilities

 

18,199

 

14,111

 

12,310

 

Total liabilities

 

198,415

 

176,303

 

88,539

 

 

 

 

 

 

 

 

 

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

 

121

 

104

 

103

 

Class B common stock, $0.01 par value per share

 

9

 

9

 

9

 

Exchangeable shares, $0.01 par value

 

1

 

1

 

1

 

Additional paid-in capital

 

6,752

 

3,899

 

3,182

 

Accumulated other comprehensive income, net of taxes

 

810

 

71

 

676

 

Retained earnings

 

82,364

 

72,063

 

94,102

 

Total stockholders’ equity

 

90,057

 

78,276

 

100,202

 

Total liabilities and stockholders’ equity

 

$

288,472

 

$

254,579

 

$

188,741

 

 

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JTH Holding, Inc.

Condensed Consolidated Income Statement

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

 

 

 

Three months ended
January 31,

 

Nine months ended
January 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Franchise fees, net

 

$

1,760

 

$

1,529

 

$

6,422

 

$

6,920

 

Royalties and advertising fees

 

14,204

 

16,789

 

15,973

 

18,617

 

Financial products

 

8,039

 

11,158

 

8,510

 

11,449

 

Interest Income

 

3,544

 

3,016

 

9,169

 

7,623

 

Tax preparation fees, net of discounts

 

1,445

 

1,909

 

1,886

 

2,154

 

Other income

 

1,546

 

1,249

 

2,653

 

2,548

 

Total revenues

 

30,538

 

35,650

 

44,613

 

49,311

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

10,285

 

7,902

 

24,566

 

20,111

 

General and administrative expenses

 

7,857

 

8,655

 

19,433

 

17,713

 

Advertising expense

 

7,687

 

8,770

 

12,786

 

12,389

 

Depreciation, amortization, and impairment charges

 

1,728

 

1,647

 

5,357

 

4,965

 

Total operating expenses

 

27,557

 

26,974

 

62,142

 

55,178

 

Income (loss) from operations

 

2,981

 

8,676

 

(17,529

)

(5,867

)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Foreign currency transaction gains (losses)

 

(1

)

 

3

 

(4

)

Interest expense

 

(819

)

(674

)

(1,623

)

(1,506

)

Income (loss) before income taxes

 

2,161

 

8,002

 

(19,149

)

(7,377

)

Income tax expense (benefit)

 

1,049

 

3,325

 

(7,411

)

(2,749

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,112

 

$

4,677

 

$

(11,738

)

$

(4,628

)

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

1,033

 

$

3,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

$

0.33

 

$

(0.92

)

$

(0.41

)

Diluted

 

$

0.08

 

$

0.33

 

$

(0.92

)

$

(0.41

)

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

12,990,238

 

11,262,397

 

12,731,496

 

11,303,374

 

Diluted

 

14,066,208

 

14,147,312

 

12,731,496

 

11,303,374

 

 

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JTH Holding, Inc.

Condensed Consolidated Statements of Cash Flows

Unaudited, amounts in thousands

 

 

 

Nine months ended January 31,

 

 

 

2013

 

2012

 

Net cash used in operating activities

 

$

(51,815

)

$

(44,191

)

 

 

 

 

 

 

Cash flows used in investing activities:

 

 

 

 

 

Issuance of operating loans to franchisees

 

(60,875

)

(56,920

)

Payments received on operating loans from franchisees

 

1,536

 

3,720

 

Purchases of AD rights and customer lists

 

(3,741

)

(3,574

)

Proceeds from sale of customer lists and other assets

 

2,252

 

788

 

Purchase of marketable equity securities

 

(2,980

)

 

Purchase of an equity method investment

 

 

(1,009

)

Purchases of property and equipment

 

(9,177

)

(7,554

)

Net cash used in investing activities

 

(72,985

)

(64,549

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the exercise of stock options

 

1,592

 

37

 

Repurchase of common stock

 

(1,634

)

(2,612

)

Repayment of long-term debt

 

(2,227

)

(1,532

)

Borrowings under revolving credit facility

 

108,582

 

117,598

 

Repayments under revolving credit facility

 

(478

)

(4,799

)

Payment for debt issue costs

 

(281

)

 

Tax benefit of stock option exercises

 

269

 

458

 

Net cash provided by financing activities

 

105,823

 

109,150

 

 

 

 

 

 

 

Effect of exchange rate changes on cash, net

 

(22

)

(94

)

Net increase (decrease) in cash and cash equivalents

 

(18,999

)

316

 

Cash and cash equivalents at beginning of year

 

19,848

 

1,662

 

Cash and cash equivalents at end of year

 

$

849

 

$

1,978

 

 

 

 

 

 

 

Supplementary cash flow data:

 

 

 

 

 

Cash paid for interest, net of capitalized interest

 

$

1,596

 

$

1,322

 

Cash paid for taxes, net of refunds

 

6,958

 

7,090

 

 

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JTH Holding, Inc.

U.S. Tax Operating Data

 

 

 

Tax Season 2013

 

Tax Season 2012

 

Percent
Change

 

 

 

 

 

 

 

 

 

U.S. Franchisees

 

2,072

 

1,943

 

6.6

%

 

U.S. Offices

 

Tax Season 2013

 

Tax Season 2012

 

Percent 
Change

 

 

 

 

 

 

 

 

 

Franchise

 

4,028

 

3,845

 

4.8

%

Company-owned

 

234

 

75

 

212.0

%

Total U.S. Offices

 

4,262

 

3,920

 

8.7

%

 

U.S. Returns

 

CYTD 2/28/13

 

CYTD 2/28/12

 

Percent 
Change

 

 

 

 

 

 

 

 

 

Offices

 

1,081,472

 

1,120,339

 

-3.5

%

Online

 

79,415

 

57,487

 

38.1

%

Total U.S. Returns

 

1,160,887

 

1,177,826

 

-1.4

%

 

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