Franchise Group Inc. just voluntarily filed for Chapter 11 bankruptcy protection, which maybe means something to The Vitamin Shoppe…but probably less than you initially assume. Last week, there were rumblings in the legacy financial media that Franchise Group Inc., the owner of specialty retail brands including The Vitamin Shoppe, was preparing to file for Chapter 11 bankruptcy within the next week. Then, this weekend, I get an email from a PR agency (representing The Vitamin Shoppe) providing me with a nice, pre-packaged quote…likely because The Vitamin Shoppe leadership knew I’d be creating a “what does this news really mean” content for supplement industry professionals (many of which own, lead, or work at vendor brands). About five years ago, The Vitamin Shoppe was in the midst of an aggressive strategic turnaround plan under new CEO…when it was determined that the best go-forward strategy included selling itself to an entity (at the time) known as Liberty Tax for $208 million. After that acquisition, Liberty Tax would change its name to Franchise Group, Inc. and go on to acquire several other franchise businesses. Over the next 3.5 years, it would operate as a publicly traded entity until it was decided in May 2023 that the portfolio would be taken private through a $2.6 billion management buyout. The group that bought Franchise Group was led by then-CEO Brian Kahn…but included a consortium of other investment banks and private equity firms (like B. Riley Financial). But this is where things get a bit messy…because a handful of months later, Brain Kahn (amid a criminal investigation into his role in a securities fraud case tied to the collapse of a defunct hedge fund) stepped down as the CEO. Yet, that’s not the primary reason why Franchise Group just filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code. The actual explanation requires knowledge of the Franchise Group portfolio businesses, recent operational performance, and a bit of economics 101. At the time of the management buyout, Franchise Group owned an assortment of retail assets that obviously included The Vitamin Shoppe, but also Pet Supplies Plus, Buddy’s Home Furnishings, Badcock Furniture, American Freight and Sylvan Learning. And in the last quarter of performance (with that retail brand portfolio), Franchise Group generated $1.1 billion in revenue…but had a net loss from operations of about $108 million. And the economy hasn’t materially improved (or shifted) since that May 2023 management buyout timing…so Franchise Group started shedding troubled assets. But that wasn’t enough…especially as even The Vitamin Shoppe and Pet Supplies Plus underperformed operationally to Franchise Group expectations. So, then when you consider that the Federal Reserve hadn’t started cutting interest rates until just recently…there was just too much debt on the balance sheet, and the business continuity outlook was grim without seeking out bankruptcy protection. But because this bankruptcy lists assets and liabilities each between $1 billion and $10 billion…it will most likely take months to be finalized. So, consider this the first content piece in a series. But based on what we know right now, my latest first principles thinking content will breakdown how this Franchise Group bankruptcy impacts the different stakeholders of The Vitamin Shoppe including employees, customers, vendors, and the corporate entity.