Item 2.02. Results of Operations and Financial Condition.
On May 5, 2020, Franchise Group, Inc. (the "Company") issued a press
release announcing its preliminary results for the first quarter ended March 28,
2020. A copy of the press release is being furnished with this Current Report on
Form 8-K as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the exhibit,
is being furnished to the Securities and Exchange Commission (the "SEC")
pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any of the Company's filings with the SEC
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
First Quarter 2020 Quarterly Report on Form 10-Q
The Company will be relying on the SEC's Orders under Section 36 of the
Exchange Act (Release Nos. 34-88318 and 34-88465) (the "Orders"), to delay the
filing of its Quarterly Report on Form 10-Q for the quarter ended March 28, 2020
("Form 10-Q") due to the circumstances related to the ongoing coronavirus
(COVID-19) pandemic. In particular, COVID-19 and related state-issued
stay-at-home orders have caused the temporary closures of the Company's
corporate and business segment headquarters. The Company has curtailed its
normal operations practices pursuant to state orders, public health orders and
guidelines issued by local authorities which has resulted in travel restrictions
and most of the Company's staff working remotely. This has, in turn, delayed
the Company's ability to prepare the Form 10-Q. Notwithstanding the foregoing,
the Company expects to file the Form 10-Q no later than June 22, 2020 (which is
45 days from the Form 10-Q original filing deadline of May 7, 2020).
COVID-19 Risk Factor
See the Risk Factors previously disclosed in Item 1A. of the Company's
Transition Report on Form 10-K/T for the transition period ended December 28,
2019 filed with the SEC on April 24, 2020.
Special Note Regarding Forward-Looking Statements
Certain of the statements contained in this report should be considered
forward-looking statements within the meaning of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These forward-looking statements may
be identified by words such as "may," "will," "expect," "intend," "anticipate,"
"believe," "estimate," "plan," "project," "could," "should," "would,"
"continue," "seek," "target," "guidance," "outlook," "if current trends
continue," "optimistic," "forecast" and other similar words. Such statements
include, but are not limited to, statements about the Company's plans,
objectives, expectations, intentions, estimates and strategies for the future,
and other statements that are not historical facts. These forward-looking
statements are based on the Company's current objectives, beliefs and
expectations, and they are subject to significant risks and uncertainties that
may cause actual results and financial position and timing of certain events to
differ materially from the information in the forward-looking statements. These
risks and uncertainties include, but are not limited to, those set forth in the
Company's Transition Report on Form 10-K/T 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), and other risks and uncertainties listed from time to time in the
Company's other filings with the Securities and Exchange Commission. 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. In particular, the effects of
the coronavirus (COVID-19) pandemic on economic conditions and the industry in
general and the financial position and operating results of the Company in
particular are changing rapidly and cannot be predicted or quantified at this
time. 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 statement.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated May 5, 2020.
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