Exhibit 99.5

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF

THE COMBINED COMPANY AND RELATED NOTES

Introduction

The following unaudited pro forma combined statement of operations for the six months ended October 31, 2019 and for the year ended April 30, 2019 and the pro forma combined balance sheet as of October 31, 2019 are based on the historical financial statements of Franchise Group, Inc. (“Franchise Group”), Buddy’s Newco, LLC (“Buddy’s”), the SHOS business (for purposes of this section, the SHOS business, which represents the Outlet business segment of SHOS and certain Buddy’s stores in respect of which an affiliate of SHOS is the franchisee, will be referred to as “Sears Outlet”) and Vitamin Shoppe Inc. (“VSI”), after giving effect to the mergers of Franchise Group with Buddy’s and the acquisitions by Franchise Group of Sears Outlet and VSI, the completion of the offer to acquire any and all outstanding shares of Franchise Group common stock other than shares of Franchise Group common stock held by the Vintage Group and B. Riley and certain of its affiliates, who have agreed not to tender their shares of Franchise Group common stock in the offer, for a purchase price of $12.00 per share in cash, and the related debt and equity financings, together the “Transactions.” The unaudited pro forma combined financial statements are based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined statement of operations for the fiscal year ended April 30, 2019 combines the historical consolidated statement of operations for the fiscal year ended April 30, 2019 of Franchise Group and the historical consolidated trailing twelve months statement of operations for (i) the period ended March 31, 2019 of Buddy’s and VSI and (ii) the period ended May 4, 2019 of Sears Outlet, giving effect to the Transactions as if they had occurred on the first day of the fiscal year, May 1, 2018. The unaudited pro forma combined statement of operations for the six month period ended October 31, 2019 combines the historical consolidated statement of operations for the six month period ended October 31, 2019 of Franchise Group that includes the three months ended October 31, 2019 of Buddy’s financial information, the historical consolidated statement of operations for the three months ended June 30, 2019 of Buddy’s, the historical combined statement of operations for the six months ended August 3, 2019 of Sears Outlet and the historical consolidated statement of operations for the six months ended September 28, 2019 of VSI giving effect to the Transactions as if they had occurred on the first day of the fiscal year May 1, 2018.

The unaudited pro forma combined balance sheet as of October 31, 2019 combines the historical consolidated balance sheet of Franchise Group as of October 31, 2019, which includes Buddy’s and Sears Outlet, and the historical consolidated balance sheet of VSI as of September 28, 2019, giving effect to the Transactions as if they had occurred on October 31, 2019.

On November 12, 2019, Franchise Group completed its previously announced tender offer with 3.94 million shares tendered for an aggregate purchase price of approximately $47.2 million. As result of the offer, including additional equity contribution made by the Vintage Group or other members of Buddy’s, and ultimate financing to consummate all of the Transactions, the pre-closing Franchise Group stockholders had an ownership interest of 68.31% in the Franchise Group and the preclosing members of Buddy’s held 31.69% of non-controlling interest in the Franchise Group.

Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with any excess purchase price allocated to goodwill. The pro forma purchase price allocation was based on an estimate of the fair market values of the tangible and intangible assets and liabilities related to Buddy’s, Sears Outlet and VSI. Franchise Group considered multiple factors in arriving at the estimated fair market values, which were based on a preliminary and limited review of the assets and liabilities related to Buddy’s, acquisition of VSI and Sears Outlet acquisition. We expect to complete the purchase price allocation after considering Buddy’s, VSI’s and Sears Outlet’s assets and liabilities at the level of detail necessary to finalize the required purchase price allocation under the acquisition method of accounting. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and these differences may be material.

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The unaudited pro forma combined financial statements contain only adjustments that are factually supportable and directly attributable to the Transactions and do not reflect the costs of any integration activities or benefits that may result from realization of future revenue growth or operational synergies expected to result from the Transactions.

Franchise Group historically has had a fiscal year ending on April 30 while Buddy’s reports its results of operations on a calendar year basis, Sears Outlet has a fiscal year ending on February 2 and VSI has a fiscal year ending on the last Saturday in December. As a result:

The unaudited pro forma combined financial statements should be read in conjunction with:

Description of the Transactions

Buddy’s merger and the offer

Pursuant to the business combination agreement, Franchise Group and Buddy’s consummated the merger whereby Buddy’s became a wholly-owned subsidiary of New Holdco. In connection with the merger, Franchise Group formed New Holdco, which holds, directly or indirectly, all of Franchise Group’s and Buddy’s operating subsidiaries. In connection with the business combination agreement and the merger, Franchise Group designated the Franchise Group preferred stock pursuant to the certificate of designation. The certificate of designation, which was approved by the Board on July 10, 2019, and filed by Franchise Group with the Secretary of State of the State of Delaware on July 10, 2019, designates 1,616,667 shares of Franchise Group preferred stock, substantially all of which were issued to the Buddy’s equity holders as consideration in the merger along with approximately 8,083,333 New Holdco common units. Buddy’s equity holders have the option to exchange each New Holdco common unit and one-fifth (1/5) of a share of Franchise Group preferred stock, respectively, for one share of Franchise Group common stock beginning six months following the date of the merger, provided, however that the Board, in its sole discretion, may waive the application of the six-month period. The certificate of designation also provides for a mandatory redemption in shares of Franchise Group common stock under the terms stated above upon a change in

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control event with respect to Franchise Group or New Holdco. Following the merger, Franchise Group became the sole managing member of New Holdco and consolidates New Holdco for financial reporting purposes. The New Holdco common units held by Buddy’s equity holders were recorded as a non-controlling interest on the consolidated financial statements.

Concurrently with the execution of the business combination agreement, Franchise Group and the Buddy’s equity holders entered into the tax receivable agreement. Subject to certain exceptions set forth in the tax receivable agreement, the tax receivable agreement generally provides that Franchise Group will pay the Buddy’s equity holders 40% of the cash savings, if any, in federal, state and local taxes that Franchise Group realizes or is deemed to realize as a result of any increase in tax basis of the assets of New Holdco resulting from future redemptions or exchanges of New Holdco common units held by Buddy’s equity holders. In connection with the merger, none of the New Holdco common units were purchased or exchanged by Franchise Group and the Buddy’s equity holders and therefore an initial tax receivable liability was not recorded. However, subsequent to the merger, the effects of each purchase or exchange of New Holdco common units may result in adjustments to record a change in deferred tax balances, tax receivable liabilities equal to 40% of the estimated realizable tax benefits, and an increase to additional paid-in capital for the remainder. The total amount of future payments under the tax receivable agreement could be substantial. However, Franchise Group is not able to anticipate the expected timing of, or quantify the dollar amount of, these payments. The timing and amount of these payments will depend on a number of factors, including, among other things, (1) the amount and timing of future exchanges of New Holdco common units by the Buddy’s equity holders, and the extent to which these exchanges are taxable, (2) the price per share of the Franchise Group common stock at the time of any exchange, (3) the amount and timing of future income against which to offset the potential tax benefits resulting from the subsequent exchange of New Holdco common units pursuant to the certificate of designation and (4) the tax laws then in effect.

Following the merger, on August 1, 2019, Franchise Group commenced the offer to acquire any and all outstanding shares of Franchise Group common stock other than shares of Franchise Group common stock held by the Vintage Group and B. Riley and certain of its affiliates, who had agreed not to tender their shares of Franchise Group common stock in the offer, for a price per share of $12.00 in cash. The offer was subject to a minimum tender condition and was completed on November 13, 2019. The offer and transaction costs related to the Buddy’s merger were financed through both term loan financing and equity investments:

The unaudited pro forma combined financial information has been prepared based on Franchise Group’s final results of the offer completed on November 13, 2019. Franchise Group shareholders accepted the offer for 3.94 million shares of Franchise Group common stock, or approximately $47.2 million, financed by the closing subscription agreement of $25.0 million and $22.2 million cash from the Buddy’s term loan financing, all discussed above.

Sears Outlet Acquisition

On October 23, 2019, Franchise Group completed its acquisition of Sears Outlet pursuant to the terms of Sears Outlet purchase agreement dated as of August 27, 2019. Pursuant to the terms of the purchase agreement, Franchise Group paid SHOS an aggregate purchase price of $131.3 million including working capital adjustments. The purchase price includes $11.3 million paid towards transaction expenses, employee payments and insurance payments incurred by SHOS and $1.0 million of work capital adjustments. The acquisition costs related to the Sears Outlet acquisition were financed through the following term loan and equity investment:

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VSI acquisition

On December 16, pursuant to the term of the VSI merger agreement, dated August 7, 2019, Franchise Group completed the acquisition of VSI for an all cash transaction valued at $157.1 million. In connection with the acquisition of VSI, the VSI stockholders received $6.50 per share. In addition, all of the vested and unvested equity awards including restricted stock units, performance share units, options and restricted stock were canceled and converted into a right to receive an amount of $7.9 million in cash, out of which approximately $2.6 million was allocated to purchase price as it relates to the pre-combination service period and the remaining $5.3 million was expensed. The acquisition of VSI, including the related acquisition costs, are being financed through a mix of a term loan, credit facility and an equity investment:

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Other transactions

On August 23, 2019, the Buddy’s segment of Franchise Group entered into an asset purchase agreement with A-Team pursuant to which Buddy’s completed the Asset Acquisition for total consideration of $26.6 million. To finance the Asset Acquisition, Buddy’s entered into the Buddy’s first amendment to amend the Buddy’s initial credit agreement which provided for the Buddy’s additional term loan in an amount of $23.0 million. The Buddy’s additional term loan was used to consummate the Asset Acquisition, including to repay certain existing indebtedness of A-Team and secure the release of liens on the assets acquired in connection with the Asset Acquisition and to pay fees and expenses in connection with the Asset Acquisition.

On September 30, 2019, the Buddy’s segment of Franchise Group entered into and completed an asset purchase agreement with various parties to acquire certain Buddy’s stores previously franchised in exchange for 1.35 million shares of New Holdco common units and 0.27 million shares of Franchise Group preferred stock for an estimated fair value of $16.2 million.

While these acquisitions are included in Franchise Group’s historical financial statements, the pro forma statement of operations were not adjusted to give effect to these acquisitions as they were not deemed significant pursuant to Rule 3-05 of Regulation S-X.

The unaudited pro forma combined financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or financial position of the Combined Company (as defined below) would have been had the Transactions occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or financial position of the Combined Company on a standalone basis.

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See accompanying notes to the unaudited pro forma combined financial statements

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See accompanying notes to the unaudited pro forma combined financial statements

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See accompanying notes to the unaudited pro forma combined financial statements.

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Notes to the Unaudited Pro Forma Combined Financial Statements

(dollars in thousands, except share and per share data)

Note 1: Basis of Presentation

The accompanying pro forma financial statements were prepared in accordance with Article 11 of Regulation S-X and present the pro forma statement of operations and pro forma balance sheet of the combined company based on the historical financial statements of Franchise Group, Buddy’s, Sears Outlet and VSI (the “Combined Company”), after giving effect to the Transactions as described above. The historical financial statements of Franchise Group, Buddy’s, Sears Outlet and VSI have been adjusted in the accompanying pro forma financial statements to give effect to pro forma events that are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results of operations of the Combined Company.

The accompanying pro forma financial statements are presented for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the Combined Company if the Transactions had been consummated for the periods presented or that will be achieved in the future. The pro forma financial statements do not reflect the costs of any integration activities or benefits that may result from realization of revenue growth or operational synergies expected to result from the Transactions.

In addition, the historical statement of operations for the fiscal year ended December 31, 2018 of Buddy’s and VSI have been adjusted to reflect a trailing twelve-month period ended March 31, 2019 by adding the statement of operations for the three months ended March 31, 2019 and subtracting the statement of operations for the three months ended March 31, 2018. Similarly, the historical combined statement of operations for the fiscal year ended February 2, 2019 of Sears Outlet has been adjusted to reflect a trailing twelve-month period ending May 4, 2019 by adding Sears Outlet’s statement of operation for the three months ended May 4, 2019 and subtracting Sears Outlet’s statement of operations for the three months ended May 5, 2018.

Note 2: Adjustments to Franchise Group’s, Buddy’s, Sears Outlet’s and VSI’s Historical Financial Statements

(2a) Adjustments and reclassifications to Franchise Group’s historical financial statements:

Certain reclassifications have been made to the historical presentation of the statement of operations for the fiscal year ended April 30, 2019 of Franchise Group to conform to its financial statement presentation for the six months ended October 31, 2019. The pro forma combined statement of operations for the six month period ended October 31, 2019 was prepared by combining the historical consolidated statement of operations for the six month period ended October 31, 2019 of Franchise Group and the pre-merger historical consolidated statement of operations for the three month period ended June 30, 2019 of Buddy’s and the pre-merger historical consolidated statement of operations for the six month period ended September 28, 2019 of VSI and the pre-acquisition historical combined statement of operations for the six month period ended August 3, 2019 of Sears Outlet giving effect to the Transactions as if they had occurred on the first day of the fiscal year May 1, 2018. On December 10, 2019, subsequent to the completion of the Buddy’s merger and acquisition of Sears Outlet, Franchise Group filed its unaudited combined financial statements as of and for the three and six months ended October 31, 2019 with the SEC on its Quarterly Report on Form 10-Q, which included post-merger operations of Buddy’s for the period July 10, 2019 to October 31, 2019 and post-acquisition operations of Sears Outlet for the period October 23, 2019 to October 31, 2019. Accordingly, the following adjustments to Franchise Group’s statement of operations were made to eliminate the post-merger operations of Buddy’s for the period July 11, 2019 to July 31, 2019 and the post-acquisition operations of Sears Outlet for the period October 23, 2019 to October 31, 2019 in order to avoid combining operating results of Buddy’s and Sears Outlet that exceed a six-month period.

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