Franchise (TAX) 10-Q 18 Jun 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 28, 2020	Jun. 15, 2020
Entity Information [Line Items]
Entity Registrant Name	Franchise Group, Inc.
Entity Central Index Key	0001528930
Document Type	10-Q
Document Period End Date	Mar. 28, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-26
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Well-known Seasoned Issuer
Entity Voluntary Filers
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Common Stock [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		35,161,402

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 28, 2020	Dec. 28, 2019
Current assets:
Cash and cash equivalents	$ 147,028	$ 39,581
Receivables:
interest receivable, current, net	2	3
Total current receivables, net	136,254	79,693
Income taxes receivable	56	3
Inventory, Net	359,447	300,312
Other current assets	28,279	20,267
Total current assets	671,008	439,853
Property, equipment, and software, net	154,713	150,147
Accounts and Financing Receivable, after Allowance for Credit Loss, Noncurrent	15,581	18,638
Goodwill	469,459	134,301
Operating Lease, Right-of-Use Asset	535,092	462,610
Other intangible assets, net	148,779	77,590
Other assets	24,891	15,406
Total assets	2,019,523	1,298,545
Current liabilities:
Current installments of long-term obligations	257,466	218,384
Operating Lease, Liability, Current	126,701	107,680
Accounts payable and accrued expenses	259,803	158,995
Deferred revenue - current	36,444	16,409
Total current liabilities	680,414	501,468
Long-term Debt and Lease Obligation	434,677	394,307
Total liabilities	1,690,503	1,146,784
Equity:
Additional paid-in capital	237,354	108,339
Accumulated other comprehensive loss, net of taxes	(2,306)	(1,538)
Retained earnings	73,652	18,388
Total equity attributable to Liberty Tax, Inc.	309,008	125,391
Noncontrolling Interest in Variable Interest Entity	20,012	26,370
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	329,020	151,761
Total liabilities and equity	2,019,523	1,298,545
Long-term Debt, Excluding Current Maturities	554,004	245,236
Other Liabilities, Noncurrent	21,408	5,773
Special voting preferred stock
Equity:
Preferred stock	11	19
Class A common stock
Equity:
Common stock	297	183
Total equity attributable to Liberty Tax, Inc.	$ 297	$ 183

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 28, 2020	Dec. 28, 2019	Apr. 30, 2019
Finite-Lived Intangible Assets, Accumulated Amortization	$ 37,920		$ 22,467
Class A common stock
Common Stock, Value, Issued	$ 297	$ 183

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019
Class of Stock [Line Items]
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic	$ (2,359)	$ 0
Earnings Per Share, Basic	$ 2.55	$ 2.72
Weighted Average Number of Shares Outstanding, Diluted	23,693,035	14,112,659
Cost of Goods and Services Sold	$ 294,516	$ 0
Cost of Goods Sold, Leases	5,942	0
Revenues:
Lease Income	16,420	0
Total revenues	592,565	95,838
Operating expenses:
Selling, general, and administrative expenses	252,212	40,965
Depreciation, amortization and impairment charges	15,927	4,073
Total operating expenses	546,728	40,965
Loss from operations	45,837	54,873
Other income (expense):
Foreign currency transaction gain	(4,056)	7
Interest expense	(25,752)	(1,055)
Loss before income taxes	16,029	53,825
Income tax benefit	(45,869)	15,634
Net loss	$ 61,898	$ 38,191
Net loss per share of common stock:
Earnings Per Share, Diluted	$ 2.51	$ 2.71
Dividends declared per share of common stock and common stock equivalents	$ 23,373,980	$ 14,055,752
Common Class A [Member]
Class of Stock [Line Items]
Net Income (Loss) Available to Common Stockholders, Basic	$ 59,539	$ 38,191
Weighted Average Number of Shares Outstanding, Diluted	23,693,035	14,112,659
Net loss per share of common stock:
Earnings Per Share, Basic and Diluted	$ 2.55	$ 2.72
Earnings Per Share, Diluted	$ 2.51	$ 2.71
Weighted Average Number of Shares Outstanding, Basic and Diluted	23,373,980	14,055,752
Service [Member]
Class of Stock [Line Items]
Cost of Goods and Services Sold	$ 756	$ 0
Revenues:
Total revenues	102,640	95,838
Product [Member]
Class of Stock [Line Items]
Cost of Goods and Services Sold	287,818	0
Revenues:
Total revenues	$ 473,505	$ 0

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019
Other Comprehensive Income (Loss), Net of Tax	$ (943,000)	$ 188,000
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax	(73,000)	(21,000)
Net loss	(61,898,000)	(38,191,000)
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent	(872,000)	227,000
Other Comprehensive Income Loss From Forward Contracts Net of Tax	2,000	(18,000)
Other comprehensive gain (loss)	58,771,000	38,379,000
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	2,184,000	0
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ (60,955,000)	$ (38,379,000)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Loss parentheticals $ in Thousands	3 Months Ended
	Mar. 28, 2020USD ($)
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, Tax	$ 0
Other Comprehensive Income (Loss), Available-for-sale Securities, before Reclassification Adjustments, Tax	$ 0

Condensed Consolidated Statem_4

Condensed Consolidated Statement of Stockholders Equity Statement - USD ($) shares in Thousands, $ in Thousands	Total	Common Class A [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total Equity [Member]	Noncontrolling Interest [Member]
Shares, Outstanding		14,044
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 62,242
Stockholders' Equity Attributable to Parent		$ 140		$ 12,091	$ (2,018)	$ 52,029	$ 62,242
Stockholders' Equity Attributable to Noncontrolling Interest								$ 0
Net Income (Loss) Available to Common Stockholders, Basic		$ 38,191					38,191
Net Income (Loss) Attributable to Parent	38,191					38,191
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest	38,191
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax					188
Stock Issued During Period, Shares, Acquisitions		0
Stock Issued During Period, Value, Acquisitions	388	$ 0		388			388
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent	188
Stock Issued During Period, Value, Stock Options Exercised, attributable to parent					153
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent							188
stock issued during period, shares, share based compensation , net of forfe		14
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition		$ 0		153			153
Other Comprehensive Income (Loss), Net of Tax	188
Shares, Outstanding		14,058	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	101,166
Stockholders' Equity Attributable to Parent		$ 140	$ 0	12,632	(1,830)	90,224	101,166
Stockholders' Equity Attributable to Noncontrolling Interest								0
Shares, Outstanding		18,250	1,887
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	151,761
Preferred Stock, Converted to Common, Shares			(788)
Stockholders' Equity Attributable to Parent	125,391	$ 183	$ 19	108,339	(1,538)	18,388	125,391
Stockholders' Equity Attributable to Noncontrolling Interest								26,370
Net Income (Loss) Available to Common Stockholders, Basic		$ 59,539					59,539
Noncontrolling Interest in Period, Value	(2,358)			3,826
Net Income (Loss) Attributable to Parent	61,898					59,539
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest	61,898
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax					(768)
Stock Issued During Period, Shares, Acquisitions		3
preferred stock, issued during period, value	123,094			123,019			123,094
Common Stock, Preferred converted, Value		$ 39
Preferred Stock, Converted to Common, Value	(248)		$ (8)	(279)			(248)
Stock Issued During Period, Value, Acquisitions	2,449	0		2,449			2,449
Stock Issued During Period, Value, Restricted Stock Award, Gross	0
Acquisition, Common stock, issued during period, shares		7,462
Acquisition, Common stock, issued during period, value		$ 75
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent	(943)
Acquisition Costs, Period Cost, attributable to parent							3,826
Acquisition Costs, Period Cost, Attributable to Noncontrolling Interest								(6,184)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest								2,359
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent							(768)
Dividends	(6,633)					(6,633)
Adjustment to Stockholder Equity	0					2,358	2,358	(2,358)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest								(175)
Other Comprehensive Income (Loss), Net of Tax	$ (943)
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	15.80%
Shares, Outstanding		29,653	1,099
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 329,020
Common Stock, Preferred converted, Shares		3,938
Stockholders' Equity Attributable to Parent	$ 309,008	$ 297	$ 11	$ 237,354	$ (2,306)	$ 73,652	309,008
Stockholders' Equity Attributable to Noncontrolling Interest								$ 20,012
Dividends Payable							$ (6,633)

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 152,593	$ 10,675
Payments to Acquire Software	4,061	0
Payment of Financing and Stock Issuance Costs	31,013	0
Proceeds from Issuance of Secured Debt	11,385	0
Taxes Receivable Agreement, Other long Term Liabilities	7,449
Operating Activities
Net loss	61,898	38,191
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts	1,672	1,930
Depreciation, amortization and impairment charges	15,927	4,073
Amortization of Debt Issuance Costs	11,744	100
Stock-based compensation expense - equity awards	2,485	388
Gain on bargain purchases and sales of Company-owned offices	808	(555)
Income (Loss) from Equity Method Investments	88	(1)
Equity in (gain) loss of affiliate	5,010	1,949
Increase (Decrease) in Income Taxes Payable	(51,857)	13,186
Changes in other assets and liabilities
Increase (Decrease) in Deferred Revenue	189	(836)
Increase (Decrease) in Accounts and Other Receivables	(10,203)	(16,195)
Increase (Decrease) in Other Current Assets	(2,364)	270
Increase (Decrease) in Accounts Payable and Accrued Liabilities	41,921	7,146
Increase (Decrease) in Inventories	40,066	0
Net Cash Provided by (Used in) Operating Activities, Continuing Operations	115,768	50,756
Deferred revenue
Net cash provided by operating activities	28,212	(38,402)
Investing Activities	47,800	63,127
Issuance of operating loans to franchisees and ADs	(2,251)	91
Proceeds from Sale of Intangible Assets	950	22
Purchases of Company-owned offices, AD rights, and acquired customer lists	(6,184)	(359)
Proceeds from sale of Company-owned offices and AD rights	(345,160)	24,297
Payments to Acquire Businesses, Net of Cash Acquired	(357,263)	0
Acquisition of business, net of cash acquired
Proceeds from Stock Options Exercised	0	153
Payments of Ordinary Dividends	(3,943)	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	(2,358)	0
Financing Activities	(370,503)	(1,801)
Proceeds from the exercise of stock options	142,000	47,668
Repurchase of common stock and tax impact of stock compensation	(79,260)	(114,459)
Proceeds from Issuance of Debt	586,000	0
Payments of Debt Issuance Costs	(14,408)	0
Payment, Tax Withholding, Share-based Payment Arrangement	36	0
Borrowings under revolving credit facility	338,174	(68,439)
Proceeds from Issuance of Common Stock	80,682	0
Repayments under revolving credit facility	(1,335)	80
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect	107,447	6,694
Payment for debt issue costs	39,581	3,981
Issuance of debt	147,028
Supplemental disclosures of cash flow information:
Cash paid for interest, net of capitalized interest of $4 and $3, respectively	466	0
Cash paid for taxes, net of refunds	$ 15,332	$ 916

Organization and Significant Ac

Organization and Significant Accounting Policies	3 Months Ended
	Mar. 28, 2020
Accounting Policies [Abstract]
Organization and Significant Accounting Policies	Organization and Significant Accounting Policies Description of Business Franchise Group, Inc. (the "Company"), a Delaware corporation, is a franchisor, operator and acquirer of franchised and franchisable businesses that it believes it can scale using its operating expertise. On July 10, 2019, the Company formed Franchise Group New Holdco, LLC (“New Holdco”), which completed the acquisition of Buddy's Newco, LLC ("Buddy's") (the "Buddy's Acquisition"). On October 23, 2019, the Company completed the acquisition of the Sears Outlet ("Sears Outlet") business from Sears Hometown and Outlet Stores, Inc. (subsequently rebranded as American Freight Outlet). On December 16, 2019, the Company completed its acquisition of the Vitamin Shoppe, Inc. ("the Vitamin Shoppe"). On February 14, 2020, the Company completed its acquisition of the American Freight Group, Inc. ("American Freight") as described in “Note 2. Acquisitions”. These acquisitions have transformed us from a tax preparation business to a multi-segment operator and franchisor. New Holdco holds all of the Company’s operating subsidiaries. Segment Information The Company currently operates in four reportable segments: Liberty Tax, Buddy’s, Vitamin Shoppe and American Freight. Sears Outlet, which was previously a separate reportable segment, was rebranded as American Freight Outlet and is included in the American Freight segment following the acquisition of American Freight. The Liberty Tax segment provides income tax services in the United States of America (the "U.S.") and Canada. The Buddy's segment is a specialty retailer engaged in the business of leasing and selling consumer electronics, residential furniture, appliances and household accessories. The Vitamin Shoppe segment is an omni-channel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance and services to help them become their best selves. The Vitamin Shoppe segment offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids through proprietary brands. The American Freight segment operates under the American Freight and American Freight Outlet banners. American Freight is a retail chain offering brand-name furniture, mattresses and home accessories at discount prices. American Freight Outlet provides in-store and online access to purchase new, one-of-a-kind, out-of-box, discontinued, obsolete, used, reconditioned, overstocked and scratched and dented products, collectively "outlet-value products" across a broad assortment of merchandise categories, including home appliances, mattresses, furniture and lawn and garden equipment at value-oriented prices. Principles of Consolidation The Company consolidates any entities in which it has a controlling interest, the usual condition of which is ownership of a majority voting interest. The Company is the sole managing member of New Holdco and possesses ownership of more than 50 percent of the outstanding voting units. As a result, the Company consolidates the financial results of New Holdco and reports a non-controlling interest that represents the interests of the New Holdco units not held by the Company. The assets and liabilities of New Holdco reflect substantially all of the Company’s consolidated assets and liabilities with the exception of certain cash balances and deferred tax liabilities. As of March 28, 2020 , the Company had an ownership interest of 84.2% in New Holdco and reported a non-controlling interest equal to 15.8% . Subsequent to March 28, 2020, the Company redeemed all outstanding New Holdco units for shares of common stock of the Company. The Company does not possess any ownership interests in franchisee entities; however, the Company may provide financial support to franchisee entities. Because the Company's franchise arrangements provide franchisee entities the power to direct the activities that most significantly impact their economic performance, the Company does not consider itself the primary beneficiary of any such entity that meets the definition of a variable interest entity ("VIE"). Based on the results of management's analysis of potential VIEs, the Company has not consolidated any franchisee entities. The Company's maximum exposure to loss resulting from involvement with potential VIEs is attributable to accounts and notes receivables and future lease payments due from franchisees. When the Company does not have a controlling interest in an entity but has the ability to exert significant influence over the entity, the Company applies the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation Revenues have been classified into product, service and other and rental revenues as further discussed in "Note 5 - Revenue." Costs of sales for product includes the cost of merchandise, transportation and warehousing costs. Service and other costs of sales include the direct costs of warranties as well as, the cost of delivery and handling related to merchandise sold online. Rental cost of sales represents the amortization of inventory costs over the leased term. Other operating expenses, including employee costs, depreciation and amortization, and advertising expenses have been classified in selling, general and administrative expenses. The Company also includes occupancy costs in selling, general and administrative expenses. Assets and liabilities of the Company's Canadian operations have been translated into U.S. dollars using the exchange rate in effect at the end of the period. Revenues and expenses have been translated using the average exchange rates in effect each month of the period. Foreign exchange transaction gains and losses are recognized when incurred. The Company reclassifies to accounts payable checks issued in excess of funds available and reports them as cash flow from operating activities. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required only in annual financial statements. The Company changed its fiscal year end from April 30 to the Saturday closest to December 31st of each year, resulting in an 8-month transition period from May 1, 2019 to December 28, 2019. The consolidated balance sheet data as of December 28, 2019 was derived from the Company’s Transition Report on Form 10-K/T, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 24, 2020 (the "2019 Transition Report"). The Company has provided unaudited historical financial information that was not previously presented for the three months ending March 31, 2019 for comparison purposes. In the opinion of management, all adjustments necessary for a fair presentation of such condensed consolidated financial statements in accordance with GAAP have been recorded. These adjustments consisted only of normal recurring items. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its 2019 Transition Report. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Merchandise Inventories Inventory for the Buddy's segment is recorded at cost, including shipping and handling fees. All lease merchandise is available for lease or sale. Upon purchase, merchandise is not initially depreciated until it is leased or three months after the purchase date. Non-leased merchandise is depreciated on a straight-line basis over a period of 24 months. Leased merchandise is depreciated over the lease term of the rental agreement and recorded in rental cost of revenue. On a weekly basis, all damaged, lost, stolen, or unsalable merchandise identified is written off. Maintenance and repairs of lease merchandise are charged to operations as incurred. Inventory for the American Freight segment is accounted for by banner. Inventory for the American Freight banner is comprised of finished goods and is valued at the lower of cost or market, with cost determined by the first-in, first out method. The Company writes down inventory, the impact of which is reflected in cost of sales in the Consolidated Statements of Operations, if the cost of specific inventory items on hand exceeds the amount the Company expects to be realized from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience. Inventory under the American Freight Outlet banner, previously the Sears Outlet segment, is recorded at the lower of cost or market using the weighted-average cost method. Inventory includes the purchase price of the inventory plus costs of freight for moving merchandise from vendors to distribution centers as well as from distribution centers to stores. A provision for estimated shrinkage is maintained based on the actual historical results of physical inventories. Estimates are compared to the actual results of the physical inventory counts as they are taken and adjust the shrink estimates accordingly. Inventory values are adjusted to the difference between the carrying value and the estimated market value, based on assumptions about future demand or when a permanent markdown indicates that the net realizable value of the inventory is less than cost. Inventory for the Vitamin Shoppe segment is recorded at the lower of cost or market value using the weighted-average cost method. Inventory includes costs directly incurred in bringing the product to its existing condition and location. In addition, the cost of inventory is reduced by purchase discounts and other allowances received from vendors. A markdown reserve is estimated based on a variety of factors, including, but not limited to, the amount of inventory on hand and its remaining shelf life, current and expected market conditions and product expiration dates. In addition, the Company has established a reserve for estimated inventory shrinkage based on the actual, historical shrinkage of our most recent physical inventories adjusted, if necessary, for current economic conditions and business trends. Physical inventories and cycle counts are taken on a regular basis. These adjustments are estimates, which could vary significantly from actual results if future economic conditions, customer demand or competition differ from management expectations. Goodwill and Non-amortizing Intangible Assets Goodwill and non-amortizing intangible assets, including the Buddy's, Vitamin Shoppe and American Freight trade names, are not amortized, but rather tested for impairment at least annually. In addition, goodwill and non-amortizing intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company performs a qualitative and/or quantitative assessment to determine whether it is more likely than not that each reporting unit's fair value is less than its carrying value, including goodwill. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the Company then estimates the fair value. The Company uses a combination of a market multiple method and a discounted cash flow method to estimate the fair value of its reporting units and recognizes goodwill impairment for any excess of the carrying amount of a reporting unit’s goodwill over its estimated fair value. The Company evaluates the Buddy's, Vitamin Shoppe and American Freight trade names for impairment by comparing its fair value, based on an income approach using the relief-from-royalty method, to its carrying value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. The Company's reporting units are determined in accordance with the provisions of Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other (Topic 350).” The Company performs its annual impairment testing of goodwill and non-amortizing intangible assets on the last day of the first month of the Company's third quarter. Refer to “Note 4 - Goodwill and Intangible Assets” for additional information on the results of the impairment tests. Intangible and Long-Lived Assets Impairment Amortization of intangible assets is calculated using the straight-line method over the estimated useful lives of the assets, generally from two to ten years. Long-lived assets, such as property, equipment, and software, and other purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. Recognition and measurement of a potential impairment is performed for these assets at the lowest level where cash flows are individually identifiable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Revenue Recognition The following is a description of the principal activities from which the Company generates its revenues. For more detailed information regarding reportable segments, see "Note 13 - Segments." • Product revenues: These include sales of merchandise at the stores and online. Revenue is measured based on the amount of fixed consideration that the Company expects to receive, reduced by estimates for variable consideration such as returns. Revenue also excludes any amounts collected from customers and remitted or payable to governmental authorities. In arrangements where the Company has multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Company recognizes revenues from retail operations upon the transfer of control of goods to the customer. The Company satisfies its performance obligations at the point of sale for retail store transactions and upon delivery for online transactions. The Company recognizes revenue for retail store and online transactions when it transfers control of the goods to the customer. The performance obligation is generally satisfied in the following reporting period. Merchandise sales also include payments received for the exercise of the early purchase option offered through rental-purchase agreements or merchandise sold through point of sale transactions. Revenue for merchandise sales associated with rental purchase agreements is recognized when payment is received, and ownership of the merchandise passes to the customer. The remaining net value of merchandise sold is recorded to cost of sales at the time of the transaction. • Service and other revenues: These include royalties and advertising fees from franchisees, fees from the sales of franchises and area developer territories, financial products, interest income from loans to franchisees and ADs, tax preparation services in our Company-owned stores, electronic filing fees, commissions on merchandise sales made through www.sears.com, services and extended-service plans and financing programs. Commissions earned on services are presented net of related costs because the Company is acting as an agent in arranging the services for the customer and does not control the services being rendered. The Company recognizes revenue on the commissions on extended-service plans when it transfers control of the related goods to the customer. The Company recognizes franchise fee and AD fee revenue for the sales of individual territories on a straight-line basis over the initial contract term when the obligations of the Company to prepare the franchisee and AD for operation are substantially complete, not to exceed the estimated amount of cash to be received. Royalties and advertising fees are recognized as franchise territories generate sales. Tax return preparation fees and financial products revenue are recognized as revenue in the period the related tax return is filed for the customer. Discounts for promotional programs are recorded at the time the return is filed and are recorded as reductions to revenues. Interest income on notes receivable is recognized based on the outstanding principal note balance less unrecognized revenue unless it is put on non-accrual status. Interest income on the unrecognized revenue portion of notes receivable is recognized when received. For accounts receivable, interest income is recognized based on the outstanding receivable balance over 30 days old, net of an allowance. • Rental revenues: The Company provides merchandise, consisting of consumer electronics, computers, residential furniture, appliances, and household accessories to its customers pursuant to rental-purchase agreements which provide for weekly, semi-monthly or monthly non-refundable rental payments. The average rental term is twelve to eighteen months and the Company maintains ownership of the lease merchandise until all payment obligations are satisfied under sales and lease ownership agreements. Customers have the option to purchase the leased goods at any point in the lease term. Customers can terminate the agreement at the end of any rental term without penalty. Therefore, rental transactions are accounted for as operating leases and rental revenue is recognized over the rental term. Cash received prior to the beginning of the lease term is recorded as deferred revenue. Revenue related to various payment, reinstatement or late fees are recognized when paid by the customer at the point service is provided. The Company offers additional product plans along with rental agreements that provide customers with liability protection against significant damage or loss of a product, and club membership benefits, including various discount programs, product services and replacement benefits in the event merchandise is damaged or lost. Customers renew product plans in conjunction with their rental term renewals and can cancel the plans at any time. Revenue for product plans is recognized over the term of the plan. Leases The Company's lease portfolio primarily consists of leases for its retail store locations and office space. The Company also leases certain office equipment under finance leases. The finance lease right of use assets and lease liabilities are included in PP&E, current installments of long-term debt, and long-term debt, respectively. These leases are immaterial to the financial statements. The Company subleases some of its real estate and equipment leases. The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets; the Company recognizes expense for these leases on a straight-line basis over the lease term. For leases with an initial term in excess of 12 months, lease right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the committed lease term at the lease commencement date. The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate and the information available at the lease commencement date in determining the present value of future lease payments. Most leases include one or more options to renew and the exercise of renewal options is at the Company’s sole discretion. The Company does not include renewal options in its determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease right-of-use assets are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, “Property, Plant, and Equipment - Overall,” to determine whether a right-of-use asset is impaired, and if so, the amount of the impairment loss to recognize. The Company has lease agreements with lease and non-lease components, which the Company elects to combine as one lease component for all classes of underlying assets. Non-lease components include variable costs based on actual costs incurred by the lessor related to the payment of real estate taxes, common area maintenance, and insurance. These variable payments are expensed as incurred as variable lease costs. Due to the COVID-19 pandemic, the Company has been negotiating lease concessions with landlords. The lease concessions have been in the form of lease forgiveness, lease deferrals and lease deferrals with term extensions. If the total payments in the modified lease are substantially the same as or less than total payments in the original lease, the Company has elected to not evaluate whether the concession is a lease modification as defined in ASC 842 - "Leases". Deferred Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities, which are shown on our condensed consolidated balance sheets, are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company has elected to classify interest charged on a tax settlement in interest expense, and accrued penalties, if any, in selling, general, and administrative expenses. The determination of the Company's provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items. The Company records unrecognized tax benefit liabilities for known or anticipated tax issues based on an analysis of whether, and the extent to which, additional taxes will be due. Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, " Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ", which changes how companies will measure credit losses for most financial assets and certain other instruments that aren't measured at fair value through net income. The standard replaces the "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost (which generally will result in the earlier recognition of allowances for losses) and requires companies to record allowances for available-for-sale debt securities, rather than reduce the carrying amount. In addition, companies will have to disclose significantly more information, including information used to track credit quality by year of origination, for most financing receivables. The ASU should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the standard is effective. The ASU is effective for SEC filers that are smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “ Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ” This standard eliminates Step 2 from the goodwill impairment test. Instead, an entity should compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The ASU is effective for SEC filers that are not smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard to its consolidated financial statements.

Acquisition (Notes)

Acquisition (Notes)	3 Months Ended
	Mar. 28, 2020
Schedule of Business Acquisitions, by Acquisition [Table Text Block]	(2) Acquisitions American Freight Acquisition On February 14, 2020, the Company, pursuant to the terms of the Agreement and Plan of Merger with American Freight, the Company completed its acquisition of American Freight (the "American Freight Acquisition"). The Company accounted for the transaction as a business combination using the acquisition method of accounting. The preliminary fair value of the consideration transferred at the acquisition date was $357.3 million. The table below summarizes the unaudited preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the American Freight Acquisition as of February 14, 2020. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in an adjustment to the preliminary values presented below. The Company expects to complete the purchase price allocation as soon as reasonably possible but not to exceed one year from the American Freight Acquisition date. (In thousands) Preliminary 2/14/2020 Cash and cash equivalents $ 3,840 Prepaid expenses and other current assets 3,284 Inventories, net 99,200 Property, equipment and software, net 11,032 Goodwill 335,474 Operating lease right-of-use assets 91,101 Other intangible assets, net 70,200 Other non-current assets 1,607 Total assets 615,738 Current operating lease liabilities 17,242 Accounts payable 44,696 Accrued expenses and other current liabilities 26,451 Current installments of long-term obligations 3,210 Long-term obligations, excluding current installments 93,975 Deferred tax liabilities 11,451 Non-current operating lease liabilities 61,450 Total liabilities 258,475 Consideration transferred $ 357,263 Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. The goodwill recognized is attributable to operational synergies in the expected franchise models and growth opportunities. The Company identified the American Freight trade name as an indefinite-lived intangible asset with a fair value of $70.2 million. The trade name is not subject to amortization but will be evaluated annually for impairment. Lease right-of-use assets and lease liabilities consists of leases for retail store locations, vehicles and office equipment. The lease right of use assets incorporates an adjustment of $11.5 million, net for favorable and unfavorable American Freight leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired property and equipment consists of leasehold improvements of $7.6 million, office furniture, fixtures and equipment of $2.2 million, computer hardware and software of $1.1 million and construction in progress of $0.2 million. Sears Outlet Acquisition On October 23, 2019, the Company completed the acquisition of the Sears Outlet business from Sears Hometown and Outlet Stores, Inc. (the "Sears Outlet Acquisition") pursuant to the terms of the Equity and Asset Purchase Agreement, dated as of August 27, 2019, for an aggregate purchase price of $128.8 million. The Company accounted for the transaction as a business combination using the acquisition method of accounting. In the three months ended March 28, 2020 the preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed were adjusted which resulted in an increase in goodwill of $0.3 million. Pro forma financial information The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the acquisitions of American Freight, Vitamin Shoppe, Sears Outlet, Buddy's, A Team Leasing LLC and Buddy's Partners as if they had occurred on May 1, 2018. Pro Forma -Unaudited Three Months Ended (In thousands) March 28, 2020 March 31, 2019 Revenue $ 641,196 $ 678,394 Net income $ 70,832 $ 50,964 The unaudited consolidated pro forma financial information was prepared in accordance with accounting standards and is not necessarily indicative of the results of operations that would have occurred if the acquisition of American Freight, Vitamin Shoppe, the Sears Outlet, the Buddy's, the A-Team Leasing or the Buddy's Partners had been completed on the date indicated, nor is it indicative of the future operating results of the Company. The unaudited pro forma results do not reflect events that either have occurred or may occur after the acquisition, including, but not limited to, the anticipated realization of operating synergies in subsequent periods. They also do not give effect to certain charges that the Company expects to incur in connection with the acquisition, including, but not limited to, additional professional fees and employee integration.

Notes and Accounts Receivable

Notes and Accounts Receivable	3 Months Ended
	Mar. 28, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]	(3) Accounts and Notes Receivable Current and non-current receivables, as of March 28, 2020 and December 28, 2019 are presented in the condensed consolidated balance sheets as follows: 3/28/2020 12/28/2019 (In thousands) Accounts receivable, net $ 67,801 $ 44,333 Notes receivable 18,302 37,994 Interest receivable, net 2,328 3,132 Income tax receivable 56,409 3,356 Allowance for doubtful accounts (8,586 ) (9,122 ) Current receivables, net 136,254 79,693 Notes receivable - non-current 16,165 19,501 Allowance for doubtful accounts - non-current (584 ) (863 ) Non-current receivables, net 15,581 18,638 Total receivables $ 151,835 $ 98,331 The Company provides select financing to area developers ("ADs") and franchisees for the purchase of franchises, areas, Company-owned offices, and operating loans for working capital and equipment needs. The franchise-related notes generally are payable over five years and the operating loans generally are due within one year. Most notes bear interest at 12% . Most of the notes receivable are due from the Company's ADs and franchisees and are collateralized by the underlying franchise and when the AD or franchise is an entity, are guaranteed by the owners of the respective entity. The debtors' ability to repay the notes is dependent upon both the performance of the franchisee's industry as a whole and the individual franchise or AD areas. Analysis of Past Due Receivables The breakdown of accounts and notes receivable past due at March 28, 2020 was as follows: Past due Current Interest receivable, net Total receivables (In thousands) Accounts receivable $ 18,230 $ 49,571 $ — $ 67,801 Notes and interest receivable, net (1) 12,154 22,313 2,328 36,795 Total accounts, notes and interest receivable $ 30,384 $ 71,884 $ 2,328 $ 104,596 (1) Interest receivable is shown net of an allowance for uncollectible interest of $2.3 million . Accounts receivable are considered to be past due if unpaid 30 days after billing, and notes receivable are considered past due if unpaid 90 days after the due date. If it is determined the likelihood of collecting substantially all of the notes and accrued interest is not probable, the notes are put on non-accrual status. The Company’s investment in notes receivable on non-accrual status was $12.2 million and $8.5 million at March 28, 2020 and December 28, 2019 , respectively. Payments received on notes in non-accrual status are applied to the principal until the note is current and then to interest income. Non-accrual notes that are paid current and expected to remain current are moved back into accrual status during the next annual review. Allowance for Doubtful Accounts
Notes and Accounts Receivable	Accounts and Notes Receivable Current and non-current receivables, as of March 28, 2020 and December 28, 2019 are presented in the condensed consolidated balance sheets as follows: 3/28/2020 12/28/2019 (In thousands) Accounts receivable, net $ 67,801 $ 44,333 Notes receivable 18,302 37,994 Interest receivable, net 2,328 3,132 Income tax receivable 56,409 3,356 Allowance for doubtful accounts (8,586 ) (9,122 ) Current receivables, net 136,254 79,693 Notes receivable - non-current 16,165 19,501 Allowance for doubtful accounts - non-current (584 ) (863 ) Non-current receivables, net 15,581 18,638 Total receivables $ 151,835 $ 98,331 The Company provides select financing to area developers ("ADs") and franchisees for the purchase of franchises, areas, Company-owned offices, and operating loans for working capital and equipment needs. The franchise-related notes generally are payable over five years and the operating loans generally are due within one year. Most notes bear interest at 12% . Most of the notes receivable are due from the Company's ADs and franchisees and are collateralized by the underlying franchise and when the AD or franchise is an entity, are guaranteed by the owners of the respective entity. The debtors' ability to repay the notes is dependent upon both the performance of the franchisee's industry as a whole and the individual franchise or AD areas. Analysis of Past Due Receivables The breakdown of accounts and notes receivable past due at March 28, 2020 was as follows: Past due Current Interest receivable, net Total receivables (In thousands) Accounts receivable $ 18,230 $ 49,571 $ — $ 67,801 Notes and interest receivable, net (1) 12,154 22,313 2,328 36,795 Total accounts, notes and interest receivable $ 30,384 $ 71,884 $ 2,328 $ 104,596 (1) Interest receivable is shown net of an allowance for uncollectible interest of $2.3 million . Accounts receivable are considered to be past due if unpaid 30 days after billing, and notes receivable are considered past due if unpaid 90 days after the due date. If it is determined the likelihood of collecting substantially all of the notes and accrued interest is not probable, the notes are put on non-accrual status. The Company’s investment in notes receivable on non-accrual status was $12.2 million and $8.5 million at March 28, 2020 and December 28, 2019 , respectively. Payments received on notes in non-accrual status are applied to the principal until the note is current and then to interest income. Non-accrual notes that are paid current and expected to remain current are moved back into accrual status during the next annual review. Allowance for Doubtful Accounts The adequacy of the allowance for doubtful accounts is assessed on a quarterly basis and adjusted as deemed necessary. Management believes the recorded allowance is adequate based upon its consideration of the estimated fair value of the franchises and AD areas collateralizing the receivables. Any adverse change in the individual franchise or AD areas could affect the Company's estimate of the allowance. Activity in the allowance for doubtful accounts for the three months ended March 28, 2020 and March 31, 2019 was as follows: Three Months Ended March 28, 2020 March 31, 2019 (In thousands) Balance at beginning of period $ 9,985 $ 12,353 Provision for doubtful accounts 1,672 1,930 Write-offs and reduction from repurchases of franchises (2,351 ) (3,708 ) Foreign currency adjustment (136 ) 6 Balance at end of period $ 9,170 $ 10,581 Management considers specific accounts and notes receivable to be impaired if the net amounts due exceed the fair value of the underlying franchise at the time of the annual valuation and estimates an allowance for doubtful accounts based on that excess. At the end of each fiscal quarter, the Company considers the activity during the period for accounts and notes receivable impaired from the prior annual valuation and adjusts the allowance for doubtful accounts accordingly. While not specifically identifiable as of the balance sheet date, the Company's analysis of its experience also indicates that a portion of other accounts and notes receivable may not be collectible. Net amounts due include contractually obligated accounts and notes receivable plus accrued interest, reduced by unrecognized revenue, the allowance for uncollected interest, amounts due ADs, and amounts owed to the franchisee by the Company. When a franchise is repurchased, intangible assets are recorded if the franchise will be run as a Company-owned store.

Revenue Revenue (Notes)

Revenue Revenue (Notes)	3 Months Ended
	Mar. 28, 2020
Revenue [Abstract]
Revenue Recognition, Deferred Revenue [Policy Text Block]	(5) Revenue For details regarding the principal activities from which the Company generates its revenue, see "Note 1. Organization and Significant Accounting Policies" in the Company’s 2019 Transition Report. For more detailed information regarding reportable segments, see "Note 13. Segments." The following represents the disaggregated revenue by reportable segments for the three months ended March 28, 2020: March 28, 2020 (In thousands) Vitamin Shoppe American Freight Liberty Tax Buddy's Retail sales $ 275,888 $ 196,099 $ — $ 1,518 Total product revenue 275,888 196,099 — 1,518 Franchise fees — — 506 — Area developer fees — — 1,021 — Royalties and advertising fees — — 41,448 2,422 Financial products — — 27,439 — Interest income — 339 1,956 — Assisted tax preparation fees, net of discounts — — 12,250 — Electronic filing fees — — 2,028 — Agreement, club and damage waiver fees — — — 3,320 Other revenues — 6,309 2,970 632 Total service revenue — 6,648 89,618 6,374 Lease revenue, net — — — 16,420 Total leasing revenue — — — 16,420 Total revenue $ 275,888 $ 202,747 $ 89,618 $ 24,312 The following represents the disaggregated revenue by reportable segments for the three months ended March 31, 2019: March 31, 2019 (In thousands) Vitamin Shoppe American Freight Liberty Tax Buddy's Retail sales $ — $ — $ — $ — Total product revenue — — — — Franchise fees — — 341 — Area developer fees — — 912 — Royalties and advertising fees — — 49,221 — Financial products — — 28,850 — Interest income — — 3,235 — Assisted tax preparation fees, net of discounts — — 9,176 — Electronic filing fees — — 2,378 — Other revenues — — 1,725 — Total service revenue — — 95,838 — Lease revenue, net — — — — Total leasing revenue — — — — Total revenue $ — $ — $ 95,838 $ — Contract Balances The following table provides information about receivables and contract liabilities (deferred revenue) from contracts with customers: March 28, 2020 December 28, 2019 (In thousands) Notes receivable $ 34,467 $ 57,495 Deferred revenue 23,838 10,519 Significant changes in deferred revenue are as follows: Three Months Ended March 28, 2020 (In thousands) Deferred revenue at beginning of period $ 10,519 Revenue recognized during the period (7,401 ) Deferred revenue assumed from the American Freight Acquisition 12,619 New deferred revenue during the period 8,101 Deferred revenue at end of period $ 23,838 Anticipated Future Recognition of Deferred Revenue The following table reflects when deferred revenue is expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the period: Estimate for Fiscal Year (In thousands) 2020 (1) $ 19,719 2021 1,607 2022 1,010 2023 446 2024 188 Thereafter 868 Total $ 23,838 (1) Represents deferred revenue expected to be recognized for the remainder of fiscal 2020. The amount does not include deferred revenues recognized for the three months ended March 28, 2020 .

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 28, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the three months ended March 28, 2020 were as follows: March 28, 2020 (In thousands) Balance at beginning of period $ 134,301 Acquisitions of assets from franchisees and third parties 269 American Freight Acquisition 335,474 Disposals and foreign currency changes, net (660 ) Impairments (235 ) Purchase price reallocation 310 Balance at end of period $ 469,459 Components of intangible assets as of March 28, 2020 and December 28, 2019 were as follows: March 28, 2020 Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Trade names (1) $ 107,867 $ (14,140 ) $ 93,727 Franchise agreements and non-compete agreements 10,609 (775 ) 9,834 Customer contracts 12,736 (1,466 ) 11,270 Assets acquired from franchisees: Customer lists 3,116 (1,488 ) 1,628 Reacquired rights 11,423 (2,469 ) 8,954 AD rights 40,948 (17,582 ) 23,366 Total intangible assets $ 186,699 $ (37,920 ) $ 148,779 (1) Trade names include those acquired in the Buddy's Acquisition, Vitamin Shoppe Acquisition and American Freight Acquisition which have an indefinite life. They are tested for impairment on an annual basis. During the three months ended March 28, 2020, $70.2 million of the assets acquired pertained to the American Freight Acquisition and the remaining intangible assets were acquired from franchisees and other third parties. December 28, 2019 Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties $ 1,027 $ (1,027 ) $ — Trade names 23,534 (72 ) 23,462 Customer contracts 12,736 (886 ) 11,850 Franchise agreements 10,609 (486 ) 10,123 Assets acquired from franchisees: Customer lists 3,311 (1,532 ) 1,779 Reacquired rights 11,577 (2,053 ) 9,524 AD rights 37,263 (16,411 ) 20,852 Total intangible assets $ 100,057 $ (22,467 ) $ 77,590

Debt

Debt	3 Months Ended
	Mar. 28, 2020
Debt Disclosure [Abstract]
Debt	Long-Term Obligations Debt at March 28, 2020 and December 28, 2019 , and was as follows: March 28, 2020 December 28, 2019 (In thousands) Revolving credit facilities $ 192,000 $ 129,260 Term loan, net of debt issuance costs 604,715 268,660 Convertible senior notes — 60,439 Amounts due to former ADs, franchisees and third parties 13,020 1,661 Mortgages 1,928 1,825 Finance lease liability 1,600 1,775 Total long-term obligations 811,470 463,620 Less current installments 257,466 218,384 Total long-term obligations, excluding current installments, net $ 554,004 $ 245,236 Franchise Group New Holdco Credit Agreement and Term Loan On February 14, 2020, the Company, through an indirect subsidiary, executed a term loan agreement with GACP Finance Co., LLC for an amount of $575.0 million (the “FGNH Credit Agreement”), which consists of a $375.0 million first out Tranche (the “FGNH Tranche A-1 Term Loan”) and a $200.0 million last out Tranche (the “FGNH Tranche A-2 Term Loan”). The term loan will mature on May 14, 2025, unless the maturity is accelerated subject to the terms set forth in the term loan agreement. The FGNH Credit Agreement will, at the option of the Company, bear interest at either (i) a rate per annum based on London Interbank Offered Rate ("LIBOR") for an interest period of one, two, three or six months, plus an interest rate margin of 8.0% for the FGNH Tranche A-1 Term Loan and 12.5% for the FGNH Tranche A-2 Term Loan with a 1.50% LIBOR floor, or (ii) an alternate base rate determined as provided in the FGNH Credit Agreement, plus an interest rate margin of 7.0% for the FGNH Tranche A-1 Term Loan and 11.5% for the FGNH Tranche A-2 Term Loan with a 2.50% alternate base rate floor. Interest is payable in arrears at the end of each fiscal quarter. The Company is required to repay the FGNH Credit Agreement in equal fiscal quarterly installments of $6.25 million on the last day of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2020. Further, the Company is required to prepay the FGNH Credit Agreement with 50% of consolidated excess cash flow on a quarterly basis with the net cash proceeds of certain other customary events. All repayments or prepayments (whether voluntary or mandatory) of the FGNH Credit Agreement, other than the fixed quarterly installments and excess cash flow prepayments are subject to early repayment fees. The FGNH Credit Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants set forth in the FGNH Credit Agreement include a maximum total leverage ratio (net of certain cash) and a minimum fixed charge coverage ratio, to be tested at the end of each fiscal quarter, in each case with respect to the Company and its subsidiaries. In addition, the FGNH Credit Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 2.0% interest. In addition to financing the American Freight acquisition and its related acquisition costs, a portion of the proceeds from the FGNH Credit Agreement and the FGNH ABL Term Loan (as defined below) were used to repay the Buddy’s and Sears Outlet’s term loan for an outstanding amount of $ 101.6 million and $106.7 million including accrued interest, respectively. Franchise Group New Holdco ABL Credit Agreement and ABL Term Loan On February 14, 2020, the Company, through direct and indirect subsidiaries, entered into an ABL credit agreement (the "FGNH ABL Credit Agreement") with various lenders which provided the Company with a $100.0 million credit facility (the “FGNH ABL Term Loan”). On February 14, 2020, the Company borrowed $100.0 million on the FGNH ABL Term Loan to finance the acquisition of American Freight. The FGNH ABL Term Loan will mature on September 30, 2020. Borrowings under the FGNH ABL Term Loan will, at the Company's option, bear interest at either (i) a rate per annum based on LIBOR for an interest period of one, two, three or six months, plus an interest rate margin of 6.50% with a 1.50% LIBOR floor, or (ii) an alternate base rate plus an interest rate margin of 5.50% with a 2.50% alternate base rate floor. Interest is payable in arrears on the first day of each fiscal quarter. If the borrowing base exceeds the outstanding principal amount of the FGNH ABL Term Loan, the Company must prepay the FGNH ABL Term Loan in the amount of any such excess. The Company is also required to prepay the FGNH ABL Term Loan, with the net cash proceeds of certain other customary events. All repayments or prepayments (whether voluntary or mandatory) of the VGNH ABL Term Loan which are made on or after September 30, 2020 are subject to an exit fee of 2.0% . The FGNH ABL Credit Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants set forth in the FGNH ABL Credit Agreement include a minimum consolidated liquidity of the Loan Parties and their subsidiaries (other than certain excluded subsidiaries), to be tested at all times, and a minimum borrowing base ratio of the Loan Parties, to be tested at the end of each month. In addition, the FGNH ABL Credit Agreement includes customary events of default, the occurrence of which may require that the Company to pay an additional 2.0% interest on the borrowings under the FGNH ABL Term Loan. The proceeds of the FGNH Credit Agreement and the FGNH ABL Credit Agreement were used to repay the debt used to finance the acquisitions of Sears Outlet and Buddy's Home Furnishings. The early repayment of the term loans resulted in additional interest expense of $4.6 million for the write-off of deferred financing costs and $4.0 million for a prepayment penalty. Vitamin Shoppe Term Loan On December 16, 2019 as part of the Vitamin Shoppe Acquisition, the Company, through direct and indirect subsidiaries, entered into a Loan and Security Agreement (the “Vitamin Shoppe Term Loan Agreement”) that provides for a $70.0 million senior secured term loan (the "Vitamin Shoppe Term Loan") which matures on December 16, 2022. The obligations under the Vitamin Shoppe Term Loan are secured by substantially all of the assets of the Company's Vitamin Shoppe segment. An Intercreditor Agreement (the “Intercreditor Agreement”) sets forth the relative priorities of the security interests granted with respect to the Vitamin Shoppe Term Loan and those granted with respect to the Vitamin Shoppe ABL Revolver (as defined below). The security interest granted to the Vitamin Shoppe Term Loan lenders is senior to that granted to the Vitamin Shoppe ABL Revolver lenders. The Vitamin Shoppe Term Loan bears interest at a rate per annum based on LIBOR for an interest period of one month (or, during the continuance of an event of default, an alternate base rate determined as provided in the Vitamin Shoppe Term Loan Agreement), plus an interest rate margin of 9.0% , with a 2.0% LIBOR (or alternate base rate) floor. Interest is payable in arrears on the first business day of each calendar month. The Company is required to repay the Vitamin Shoppe Term Loan in equal fiscal quarterly installments of $4.25 million on the last business day of each fiscal quarter, commencing with the fiscal quarter ending March 28, 2020. Further, the Company is required to prepay the Vitamin Shoppe Term Loan (i) with 60% of consolidated excess cash flow on a fiscal quarterly basis (less voluntary prepayments already made), up to a maximum of $12.5 million in any fiscal year, and (ii) subject to the Intercreditor Agreement, with the net cash proceeds of certain other customary prepayment events (subject to certain customary reinvestment rights). Such fixed quarterly installments and excess cash flow prepayments cease to be required (subject to certain exceptions) if the then outstanding aggregate principal amount of the Vitamin Shoppe Term Loan is less than or equal to the lesser of $25 million and a specified borrowing base based on the Company's eligible credit card receivables, accounts, inventory and equipment, less certain reserves. All repayments or prepayments (whether voluntary or mandatory) of the Vitamin Shoppe Term Loan, other than the fixed quarterly installments and excess cash flow prepayments, are subject to early repayment fees. If the outstanding aggregate principal amount of the Term Loan at any time exceeds a specified borrowing base, set at $70.0 million until January 10, 2020, and thereafter based on the eligible credit card receivables, accounts receivable, inventory, equipment and intellectual property, less certain reserves, the Agent must instruct the agent of the Vitamin Shoppe ABL Revolver to implement a reserve against the borrowing base under the Vitamin Shoppe ABL Agreement (as defined below) in the amount of such excess, and if such reserve is not implemented, the Company is required to repay the amount of such excess. The Vitamin Shoppe Term Loan Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including the delivery of financial statements, borrowing base certificates and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants set forth in the Vitamin Shoppe Term Loan Agreement include a limit on capital expenditures in each fiscal year, a minimum consolidated liquidity requirement to be tested weekly and a minimum consolidated EBITDA requirement to be tested at the end of each fiscal quarter, in each case with respect to the Company and its subsidiaries. In addition, the Vitamin Shoppe Term Loan Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 3.0% interest on the Vitamin Shoppe Term Loan. Vitamin Shoppe ABL Revolver On December 16, 2019, the Company, through direct and indirect subsidiaries, entered into a Second Amended and Restated Loan and Security Agreement (the “ Vitamin Shoppe ABL Agreement”) providing for a senior secured revolving loan facility (the “Vitamin Shoppe ABL Revolver”) with commitments available to the Company of the lesser of (i) $100.0 million and (ii) a specified borrowing base based on our eligible credit card receivables, accounts receivable and inventory, less certain reserves, and as to each of clauses (i) and (ii), less a $10.0 million availability block. The Vitamin Shoppe ABL Revolver will mature on December 16, 2022, unless the maturity is accelerated subject to the terms set forth in the Vitamin Shoppe ABL Agreement. The Company borrowed $70.0 million on December 16, 2019, the proceeds of which were used to consummate the Vitamin Shoppe Acquisition. The ABL Agreement amended and restated the existing Amended and Restated Loan and Security Agreement (the “Existing Vitamin Shoppe ABL Agreement”), dated as of January 20, 2011. The Company's obligations under the ABL Agreement are secured by substantially all of the assets of the Vitamin Shoppe segment. The Intercreditor Agreement sets forth the relative priorities of the security interests granted with respect to the Vitamin Shoppe ABL Revolver and those granted with respect to the Vitamin Shoppe Term Loan. The security interest granted to the Vitamin Shoppe ABL Revolver lenders is senior to that granted to the Vitamin Shoppe Term Loan lenders with respect to, among other assets, accounts receivable, inventory and deposit accounts. Borrowings under the Vitamin Shoppe ABL Revolver will, at the Company's option, bear interest at either (i) a rate per annum based on LIBOR for an interest period of one, two, three or six months, plus an interest rate margin that ranges from 1.25% to 1.75% , depending on excess availability (a “LIBOR Loan”), with a 0.0% LIBOR floor, or (ii) an alternate base rate determined as provided in the Vitamin Shoppe ABL Agreement, plus an interest rate margin that ranges from 0.25% to 0.75% , depending on excess availability (an “ABR Loan”), with a 1.0% alternate base rate floor. Interest on LIBOR Loans is payable in arrears at the end of each applicable interest period (and, with respect to a six-month interest period, three months after commencement of the interest period), and interest on ABR Loans is payable in arrears on the first business day of each calendar quarter. Subject to the Intercreditor Agreement, the Company is required to repay borrowings under the Vitamin Shoppe ABL Revolver with the net cash proceeds of certain customary events (subject to certain customary reinvestment rights). Further, if the outstanding principal amount of the borrowings under the Vitamin Shoppe ABL Revolver at any time exceeds the lesser of $100.0 million and the borrowing base, less, in each case, a $10.0 million availability block, the Company must prepay any such excess. The Vitamin Shoppe ABL Agreement includes customary affirmative and negative covenants binding on the Company and its subsidiaries, including the delivery of financial statements, borrowing base certificates and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. In addition, the Vitamin Shoppe ABL Agreement includes customary events of default, the occurrence of which may require the Company to pay an additional 2.0% interest on the borrowings under the Vitamin Shoppe ABL Revolver. Liberty Tax Credit Agreement On May 16, 2019, the Company entered into the Liberty Tax Credit Agreement that provides for a $135.0 million senior revolving credit facility (the "Revolving Credit Facility"), with a $10.0 million sub-facility for the issuance of letters of credit, and a $20.0 million swingline loan sub-facility. The Company’s obligations under the Liberty Tax Credit Agreement are secured by substantially all of the assets (other than existing real property) of the Liberty Tax segment and each guarantor (including all or a portion of the equity interests in certain of the Company’s domestic and foreign subsidiaries). The Liberty Tax Credit Agreement expired on April 30, 2020. The Liberty Tax Credit Agreement includes customary affirmative, negative, and financial covenants binding on the Company, including the delivery of financial statements and other reports and maintenance of existence. The financial covenants set forth in the Liberty Tax Credit Agreement include a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio, each of which will be tested at the end of each fiscal quarter of the Company, and a minimum consolidated net worth ratio tested at the end of each fiscal year of the Company. The Liberty Tax Credit Agreement provides that, for a period of 30 consecutive days after May 16, 2019, our outstanding obligations under the Liberty Tax Credit Agreement will not exceed $12.5 million . In addition, the Liberty Tax Credit Agreement includes customary events of default. The Company was in compliance with all covenants of the Liberty Tax Credit Agreement as of March 28, 2020. On October 2, 2019, the Company amended the Liberty Tax Credit Agreement to extend the maturity date to October 2, 2022, from the original maturity date of May 31, 2020, and decrease the aggregate amount of commitments from $135.0 million to $125.0 million as of October 2, 2019. The amendment reduced the applicable interest rate margin used to calculate interest for LIBOR Loans and ABR Loans. The amended LIBOR Loans interest rate margin is 2.75% per annum to 3.50% per annum compared to a range of 3.00% per annum to 4.00% per annum prior to the amendment. The amended ABR Loans applicable interest rate margin range is 1.75% per annum to 2.50% per annum compared to a range of 2.00% per annum to 3.00% per annum before the amendment. The range is dependent on the Company’s consolidated leverage ratio and is determined in accordance with a pricing grid set forth in the amendment. The amendment also eliminated a negative covenant in the Liberty Tax Credit Agreement that prohibited the Company from incurring certain types of indebtedness and liens. On February 14, 2020, the Company amended the Liberty Tax Credit Agreement to, among other things, terminate the agreement on April 30, 2020. Other Indebtedness In December 2016, the Company obtained a mortgage payable to a bank in monthly installments of principal payments plus interest at the one-month LIBOR plus 1.85% through December 2026 with a balloon payment of $ 0.8 million due at maturity. The mortgage is collateralized by land and buildings. On May 1, 2020, in connection with our acquisition of American Freight and the ABL Credit Agreement, the Company entered into an Amended and Restated ABL Commitment Letter with B. Riley pursuant to which B. Riley agreed to provide, subject to the terms and conditions set forth therein, a backstop commitment for a $100 million asset-based lending facility.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 28, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The CARES Act (the “Act”) was enacted on March 27, 2020. The Act retroactively changed the eligibility of certain assets for expense treatment in the year placed in service, back to 2018, and permitted any net operating loss for the tax years 2018, 2019 and 2020 to be carried back for five years. The Company recorded an income tax benefit of $46.8 million in the first quarter associated with the income tax components contained in the Act. As of March 28, 2020, the Company has completed an initial analysis of the tax effects of the Act but continues to monitor developments by federal and state rulemaking authorities regarding implementation of the Act. The Company has made reasonable estimates of the effects of the Act and will adjust, if needed, as new laws or guidance becomes available. For the three months ended March 28, 2020, the Company recognized an income tax benefit of $45.9 million, which represented an effective tax rate of (286.2)% . For the three months ended March 31, 2019, the Company recognized income tax expense of $15.6 million, which represented an effective tax rate of 29.0 %. The income tax benefit for the three months ended March 28, 2020 included the impact of the enactment of the Act, as discussed above which is the primary driver of the difference in effective rate. In addition, the impact of the American Freight Acquisition has been considered for the three months ended March 28, 2020. The Company recorded an additional $11.4 million deferred tax liability to account for cumulative temporary differences resulting from the American Freight Acquisition. These initial amounts recorded in connection with purchase accounting will be adjusted during the measurement periods as the Company gathers information regarding facts and circumstances that existed as of the acquisition date. American Freight is treated as a corporation for income tax purposes. The Company has a full valuation allowance recorded against its net deferred tax assets of $11.6 million. The Company intends to maintain a valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. A reduction in the valuation allowance could result in a significant decrease in income tax expense in the period that the release is recorded. However, the exact timing and amount of any reduction in the Company’s valuation allowance are unknown at this time and will be subject to the earnings level it achieves in future periods. During the three months ended March 28, 2020, we also recognized $18.8 million of deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. See "-Tax Receivable Agreement" for more information. Tax Receivable Agreement Pursuant to an election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in our share of the tax basis in the net assets of New Holdco when New Holdco units are redeemed or exchanged by the Buddy's Members and other qualifying transactions. The Company plans to make an election under Section 754 of Code for each taxable year in which a redemption of partnership interests occurs. The Company intends to treat any redemptions and exchanges of New Holdco units by the non-controlling interest holders as direct purchases of partnership interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On July 10, 2019, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the "TRA") that provides for the payment by the Company to the non-controlling interest holders of 40% of the cash savings, if any, in federal, state and local taxes that the Company realizes or is deemed to realize as a result of any increases in tax basis of the assets of New Holdco resulting from future redemptions or exchanges of New Holdco units. During the three months ended March 28, 2020, the Company redeemed 3,937,726 New Holdco units, which resulted in an increase in the tax basis of our investment in New Holdco subject to the provisions of the TRA. We recognized an additional liability in the amount of $7.4 million, which is recorded in "Other non-current liabilities" in the accompanying condensed consolidated balance sheets, for the TRA payments due to the redeeming members, representing 40% of the cash savings the Company expects to realize from the tax basis increases related to the redemption of New Holdco units, after concluding it was probable that such TRA payments would be paid based on our estimates of future taxable income. No payments were made to members of New Holdco pursuant to the TRA during the quarter ended March 28, 2020.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 28, 2020
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Stockholders' Equity Activity On January 3, 2020, the Company entered into a Subscription Agreement with an affiliate of Vintage Capital Management, LLC ("Vintage"), pursuant to which the affiliate of Vintage purchased from the Company 2,354,000 shares of common stock of the Company, par value $0.01 per share, at a purchase price of $12.00 per share for an aggregate purchase price of $28.2 million in cash. The common stock was purchased pursuant to an amendment to an equity commitment letter, dated August 7, 2019, between the Company and Tributum, L.P. (as amended, the "ECL"), pursuant to which Vintage agreed to provide $70.0 million of equity financing for the Vitamin Shoppe Acquisition. On February 7, 2020, investors purchased approximately 3,877,965 shares of the Company's common stock for $65.9 million. As of March 28, 2020, $11.4 million of the proceeds were not received and are recorded in "Current receivables, net" in the accompanying condensed consolidated balance sheets. These proceeds were received in April 2020. The equity financing was done through purchases of shares of common stock of the Company at $12.00 per share under the Vintage ECL, and $23.00 per share in connection with a separate private placement of shares of common stock (collectively, the "Equity Financing") pursuant to certain subscription agreements entered into by each investor with the Company. Pursuant to the ECL, Tributum, L.P. assigned certain of its obligations thereunder to provide a portion of such Equity Financing to certain of the investors. The proceeds of the of Equity Financing were used by the Company to fund the repurchase or redemption of the Company's outstanding 2.25% Convertible Notes (the "Convertible Notes"), to make interest payments on the Convertible Notes that are not repurchased or redeemed until their maturity and to also fund general, working capital and cash needs of the Company. On February 7, 2020, the Company completed the repurchase of $60.4 million in aggregate principal amount of outstanding Convertible Notes for a purchase price of $60.6 million, which includes accrued interest. On February 14, 2020, the Company issued 1,250,000 shares of the Company's common stock with a value of $31.0 million, which was recorded as deferred financing costs, to Kayne FRG Holdings L.P. for services provided in the financing of the American Freight Acquisition. During the quarter ended March 28, 2020, the Company corrected an immaterial misclassification between retained earnings and non-controlling interest related to distributions declared to the non-controlling interest in the prior year. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss at March 28, 2020 and December 28, 2019 are as follows: March 28, 2020 December 28, 2019 (In thousands) Foreign currency adjustment $ (2,191 ) $ (1,496 ) Interest rate swap agreements, net of tax (115 ) (42 ) Total accumulated other comprehensive loss $ (2,306 ) $ (1,538 ) Non-controlling interest The Company is the sole managing member of New Holdco and, as a result, consolidates the financial results of New Holdco. The Company reports a non-controlling interest representing the economic interest in New Holdco held by the Buddy’s Members. The New Holdco LLC Agreement provides that the Buddy’s Members may, from time to time, require the Company to redeem all or a portion of their New Holdco units for newly-issued shares of common stock on a basis of one New Holdco unit and one-fifth of a share of Preferred Stock of the Company for one share of common stock of the Company. In connection with any redemption or exchange, the Company will receive a corresponding number of New Holdco units, increasing its total ownership interest in New Holdco. Changes in the Company's ownership interest in New Holdco while it retains their controlling interest in New Holdco will be accounted for as equity transactions. As such, future redemptions or direct exchanges of New Holdco units by the Buddy’s Members will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital. On March 26, 2020, the Company redeemed 3,937,726 New Holdco units and 787,545 shares of preferred stock for common stock. As of March 28, 2020 , the Company had an ownership interest of 84.2% in New Holdco and reported a non-controlling interest equal to 15.8% . On April 1, 2020, the Company redeemed the remaining 5,495,606 New Holdco units and 1,099,121 shares of preferred stock for common stock and the Company has 100% ownership interest in New Holdco. The exchange of New Holdco units for common stock resulted in an increase in the tax basis of the net assets of New Holdco and a liability to be recognized pursuant to the TRA. The difference of $0.3 million in the adjustment of the deferred tax balances and the tax receivable agreement liability was recorded as an adjustment to additional paid-in-capital. Refer to "Note 7. Income Taxes" for further discussion of the TRA. Net Income (Loss) per Share Diluted net income (loss) per share is computed using the weighted-average number of common stock and, if dilutive, the potential common stock outstanding during the period. Potential common stock consists of the incremental common stock issuable upon the exercise of stock options and vesting of restricted stock units. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. Additionally, the computation of the diluted net income (loss) per share of common stock assumed the conversion of exchangeable shares, and Preferred Stock, if dilutive. The computation of basic and diluted net income per share for the three months ended March 28, 2020 and March 31, 2019 is as follows: Three Months Ended Three Months Ended Common Stock Common Stock (In thousands, except for share and per Basic and diluted net income per share: Numerator Allocation of undistributed income attributable to Franchise Group $ 59,539 $ 38,191 Denominator Weighted-average common stock outstanding 23,373,980 14,055,752 Basic and diluted net income per share $ 2.55 $ 2.72 Diluted net income per share: Numerator Allocation of undistributed earnings for basic computation $ 59,539 $ 38,191 Denominator Number of shares used in basic computation 23,373,980 14,055,752 Weighted-average effect of dilutive securities Employee stock options and restricted stock units 319,055 56,907 Weighted-average diluted shares outstanding 23,693,035 14,112,659 Diluted net income per share $ 2.51 $ 2.71

Stock Compensation Plans

Stock Compensation Plans	3 Months Ended
	Mar. 28, 2020
Share-based Payment Arrangement [Abstract]
Stock Compensation Plans	Stock Compensation Plans 2019 Omnibus Incentive Plan In December 2019, the Company's stockholders approved the Company's 2019 Omnibus Incentive Plan (the "2019 Plan"). The 2019 Plan provides for a variety of awards, including stock options, stock appreciation rights, performance units, performance shares, shares of the Company’s common stock, par value $0.01 per share, restricted stock, restricted stock units, incentive awards, dividend equivalent units and other stock-based awards. Awards under the 2019 Plan may be granted to the Company’s eligible employees, directors, or consultants or advisors. The 2019 Plan provides that an aggregate maximum of 5,000,000 shares of common stock are reserved for issuance under the 2019 Plan, subject to adjustment for certain corporate events. At March 28, 2020, 4,118,495 shares of common stock remained available for grant. Stock Options Stock option activity during the three months ended March 28, 2020 was as follows: Number of options Weighted average exercise price Outstanding at December 28, 2019 460,285 $ 10.28 Granted — — Exercised — — Expired or forfeited — — Outstanding at March 31, 2020 460,285 $ 10.28 Intrinsic value is defined as the fair value of the stock less the cost to exercise. No options were exercised during the three months ended March 28, 2020 . The total intrinsic value of stock options outstanding at March 28, 2020 was $0.4 million . Stock options vest from the date of grant to five years after the date of grant and expire from four to seven years after the vesting date. Nonvested stock options activity during the three months ended March 28, 2020 was as follows: Nonvested options Weighted average exercise price Outstanding at December 28, 2019 215,007 $ 10.11 Granted — — Vested — — Forfeited — — Outstanding at March 28, 2020 215,007 $ 10.11 At March 28, 2020 , unrecognized compensation costs related to nonvested stock options were $0.3 million . These costs are expected to be expensed through fiscal 2021. The following table summarizes information about stock options outstanding and exercisable at March 28, 2020 : Options Outstanding Options Exercisable Range of exercise prices Number Weighted average exercise price Weighted average remaining contractual life (in years) Number Weighted average exercise price $0.00 - $10.89 240,000 $ 8.72 4.8 113,333 $ 8.60 $10.90 - $16.38 220,285 11.98 4.0 131,945 12.01 460,285 $ 10.28 245,278 $ 10.43 Restricted Stock Units The Company has awarded restricted stock units to its non-employee directors and certain employees. Restricted stock units are valued at the closing stock price the day preceding the grant date. Compensation costs associated with these restricted shares are amortized on a straight-line basis over the vesting period and recognized as an increase in additional paid-in capital. At March 28, 2020, unrecognized compensation cost related to restricted stock units was $17.7 million. These costs are expected to be recognized through fiscal 2023. In the three months ended March 28, 2020, the Company awarded performance restricted stock units with an estimated fair value of $3.0 million to certain officers and employees. Each employee has the opportunity to earn an amount between 0% and 150% of the individual target award contingent on the Company meeting certain performance targets for the period beginning December 28, 2019 and ending on December 31, 2022. Provided the vesting conditions are satisfied, the awards will vest at the end of the performance period. The estimated value is to be expensed over the performance period. The Company recognized $0.1 million of expense related to these performance restricted stock units in the three months ended March 28, 2020. The estimated fair value of these performance restricted stock units was determined using the Company's closing price on the grant date. In the three months ended March 28, 2020, the Company also awarded restricted stock units with a fair value of $3.9 million to certain officers and employees. One-third of the awards will vest each year on the anniversary date of the grant. The Company recognized $0.1 million of expense related to these restricted stock units in the three months ended March 28, 2020. The Company also awarded restricted stock units with a fair value of $0.9 million to directors of the Company. The awards will vest on the anniversary date of the grant. The Company recognized $0.2 million of expense related to these restricted stock units in the three months ended March 28, 2020. The fair value of restricted stock units was determined using the Company's closing price on the grant date. Restricted stock activity during the three months ended March 28, 2020 was as follows: Number of restricted stock units Weighted average fair value at grant date Balance at December 28, 2019 671,039 $ 14.00 Granted 279,839 24.80 Vested (4,657 ) 12.22 Canceled (1,453 ) 11.48 Balance at March 28, 2020 944,768 $ 17.21 Stock Compensation Expense The Company recorded $2.5 million of expense related to stock awards for the three months ended March 28, 2020.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 28, 2020
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities subject to fair value measurements are classified according to a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Valuation methodologies for the fair value hierarchy are as follows: • Level 1 — Quoted prices for identical assets and liabilities in active markets. • Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-based valuations in which all significant inputs are observable in the market. • Level 3 — Unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. The Company measures or monitors certain of its assets and liabilities on a fair value basis. Fair value is used on a recurring basis for those assets and liabilities for which fair value is the primary basis of accounting. Other assets and liabilities are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustment in certain circumstances, such as when there is evidence of impairment. The following tables present, for each of the fair value hierarchy levels, the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis at March 28, 2020 and December 28, 2019 . March 28, 2020 Fair value measurements using Total Level 1 Level 2 Level 3 Assets: Recurring assets: Cash equivalents $ 573 $ 573 $ — $ — Forward contract related to foreign currency exchange rates 1,429 — — 1,429 Total recurring assets 573 573 — — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue and allowance 10,518 — — 10,518 Total nonrecurring assets 10,518 — — 10,518 Total recurring and nonrecurring assets $ 11,091 $ 573 $ — $ 10,518 Liabilities: Recurring liabilities: Contingent consideration included in obligations due former ADs, franchisees and others $ 863 $ — $ — $ 863 Interest rate swap agreement 160 — 160 — Total recurring liabilities $ 1,023 $ — $ 160 $ 863 December 28, 2019 Fair value measurements using Total Level 1 Level 2 Level 3 Assets: Recurring assets: Cash equivalents $ 4,253 $ 4,253 $ — $ — Total recurring assets 4,253 4,253 — — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue 7,310 — — 7,310 Total nonrecurring assets 7,310 — — 7,310 Total recurring and nonrecurring assets $ 11,563 $ 4,253 $ — $ 7,310 Liabilities: Recurring liabilities: Contingent consideration included in obligations due to former ADs, franchisees and others $ 916 $ — $ — $ 916 Interest rate swap agreement 58 — 58 — Total recurring liabilities $ 974 $ — $ 58 $ 916 The Company's policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 1 or 2 recurring fair value measurements for the three months ended March 28, 2020 , as well as the year ended December 28, 2019. The following methods and assumptions are used to estimate the fair value of our financial instruments. Cash equivalents: The carrying amounts approximate fair value because of the short maturity of these instruments. Cash equivalent financial instruments consist of money market accounts. Impaired accounts and notes receivable: Accounts and notes receivable are considered to be impaired if the net amounts due exceed the fair value of the underlying franchise or if management considers it probable that all principal and interest will not be collected when contractually due. In establishing the estimated fair value of the underlying franchise, consideration is given to a variety of factors, including, recent comparable sales of Company-owned stores, sales between franchisees, the net fees of open offices, and the number of unopened offices. Contingent consideration included in long-term obligations: Contingent consideration is carried at fair value. The fair value of these obligations was determined based upon the estimated future net revenues of the acquired businesses. Interest rate swap agreement: Value of interest rate swap on variable rate mortgage debt. The fair value of this instrument was determined based on third-party market research. Other Fair Value Measurements Accounting standards require the disclosure of the estimated fair value of financial instruments that are not recorded at fair value. For the financial instruments not recorded at fair value, estimates of fair value are made at a point in time based on relevant market data and information about the financial instrument. No readily available market exists for a significant portion of the Company's financial instruments. Fair value estimates for these instruments are based on current economic conditions, interest rate risk characteristics, and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the calculated fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following methods and assumptions were used by the Company in estimating the fair value of these financial instruments. Receivables other than notes, other current assets, accounts payable and accrued expenses, and due to ADs: The carrying amounts approximate fair value because of the short maturity of these instruments (Level 1). Notes receivable: The carrying amount approximates fair value because the interest rate charged by the Company on these notes approximates rates currently offered by local lending institutions for loans of similar terms to individuals/entities with comparable credit risk (Level 3). Long-term debt: The carrying amount approximates fair value because the interest rate paid has a variable component (Level 2).

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 28, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company considers directors and their affiliated companies, as well as named executive officers and members of their immediate families, to be related parties. Messrs. Kahn and Laurence Vintage and its affiliates held approximately 45% of the aggregate voting power of the Company through their ownership of common stock and Preferred Stock as of March 28, 2020. Brian Kahn and Andrew Laurence, principals of Vintage, are members of the Company's Board of Directors with Mr. Laurence serving as the Company's Chairman of the Board until March 31, 2020. Mr. Kahn is the President and Chief Executive Officer of the Company and Mr. Laurence is an Executive Vice President of the Company. Stock Subscription Agreement. On January 6, 2020, Vintage affiliates purchased 2,354,000 shares of the Company's common stock for $28.2 million under a subscription agreement dated August 7, 2019 with the Company. Buddy's Franchises. Mr. Kahn has an equity interest in an entity that owns three Buddy's franchisees. All transactions between the Company's Buddy's segment and Mr. Kahn's entity are conducted on a basis consistent with other franchisees. Mr. Kahn's brother-in-law owns seven Buddy's franchisees. All transactions between the Company's Buddy's segment and Mr. Kahn's brother-in-law are conducted on a basis consistent with other franchisees. Bryant Riley (former director) Mr. Riley, through controlled entities or affiliates held approximately 13% of the aggregate ownership of the Company's common stock as of March 28, 2020. Mr. Riley was also a member of the Company's Board of Directors from September 2018 through March 2020. Credit Agreements. On December 16, 2019, the Company entered into the Vitamin Shoppe Term Loan with an entity controlled by Mr. Riley. On February 14, 2020, the Company entered into a $675.0 million credit facility, which included a $575.0 million AF Term Loan and a $100.0 million ABL Term Loan with an entity controlled by Mr. Riley acting as the administrative agent. Stock Subscription Agreements. On February 7, 2020, Mr. Riley, and entities or affiliates of Mr. Riley purchased 669,678 shares for $11.4 million under the Equity Financing as defined above in "Note 8. Stockholder's Equity". Fee Letter. On February 19, 2020, the Company entered into a fee letter with B. Riley pursuant to which B. Riley received an equity fee equal to 6% of the $36.0 million of equity raised by B. Riley for the Company. Backstop ABL Commitment Letter. On May 1, 2020, in connection with our acquisition of American Freight and the ABL Credit Agreement, the Company entered into an Amended and Restated ABL Commitment Letter with B. Riley pursuant to which B. Riley agreed to provide, subject to the terms and conditions set forth therein, a backstop commitment for a $100.0 million asset-based lending facility. M. Brent Turner Mr. Turner is the President and Chief Executive Officer of the Company’s Liberty Tax segment. Revolution Financial Services Agreement. The Company entered into a one-year Services Agreement (the “Revolution Agreement”) with Revolution Financial, Inc. (“Revolution”) effective as August 23, 2019. Mr. Turner serves as the Chief Executive Officer of Revolution. The Revolution Agreement provides for certain transition services, including leased office space and information technology personnel. Pursuant to the terms as provided in the Revolution Agreement, fees for each of the services provided by Revolution are calculated based on the actual costs for each applicable service to be paid by the Company. For the transition services provided by the Company in retail locations, which includes the provision of space and staffing, Revolution will pay the Company 50% of net revenue. The amount for the transition services was immaterial for the three months ended March 28, 2020. Michael S. Piper Mr. Piper is the Chief Financial Officer of the Company's Liberty Tax segment. On February 7, 2020, Mr. Piper purchased 123,529 shares for $2.1 million under the Equity Financing as defined above in "Note 8. Stockholders' Equity". American Freight The Company's American Freight segment leases retail space and purchases inventory from Steve Belford, the former Chief Executive Officer of American Freight. Mr. Belford's employment with American Freight ended on April 6, 2020. Tax Receivable Agreement In connection with the Buddy's Acquisition, the Company entered into a TRA with the Buddy's Members that provides for the payment to the Buddy's Members of 40% of the amount of any tax benefits that the Company actually realizes as a result of increases in the tax basis of the net assets of New Holdco resulting from any redemptions or exchanges of New Holdco units. Amounts due under the TRA to the Buddy's Members as of March 28, 2020 were $7.4 million which is recorded in "Other non-current liabilities" in the accompanying condensed consolidated balance sheets. No payments were made to member of New Holdco pursuant to the TRA during the quarter ended March 28, 2020.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 28, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies In the ordinary course of operations, the Company may become a party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, individually or in the aggregate, will not have a material adverse effect on the Company's business, financial condition, cash flows, or results of operations except as provided below. Eastern District of New York Securities Litigation In Re Liberty Tax, Inc. Securities Litigation. This case consolidated two previously filed cases on July 12, 2018. The case, among other things, asserts that the Company’s SEC filings over a multi-year period failed to disclose the alleged misconduct of the individual defendants and that disclosure of the alleged misconduct caused the Company’s stock price to drop and, thereby harm the purported class of stockholders. The class period is alleged to be October 1, 2013 through February 23, 2018. The defendants filed a joint motion to dismiss the Consolidated Amended Class Action Complaint on September 17, 2018 which was granted on January 17, 2020. The Plaintiff filed their notice to appeal to the United States Court of Appeals for the Second Circuit on February 19, 2020. The Second Circuit set an expedited briefing schedule for the appeal. Appellant's brief was filed on May 5, 2020 and Appellant’s opposition brief was filed on June 9, 2020. Stockholder Class Action and Derivative Complaint On August 12, 2019, Asbestos Workers’ Philadelphia Pension Fund, individually and on behalf of all others similarly situated and derivatively on behalf of the Company filed a class action and derivative complaint (the “Derivative Complaint”) in the Court of Chancery of the State of Delaware, against Matthew Avril, Patrick A. Cozza, Thomas Herskovits, Brian R. Kahn, Andrew M. Laurence, Lawrence Miller, G. William Minner Jr., Bryant R. Riley, Kenneth M. Young, (collectively the “Derivative Complaint Individual Defendants”), and against Vintage, B. Riley Financial, Inc. ("B. Riley"), and the Company as a Nominal Defendant. The Derivative Complaint alleges breach of fiduciary duty against the Derivative Complaint Individual Defendants based on the following allegations: (a) causing the Company to completely transform its business model and to acquire Buddy’s at an inflated price, (b) transfer the control of the Company to Vintage and B. Riley for no premium and without a stockholder vote, (c) allowing Vintage and B. Riley’s other former stockholders to unfairly extract additional value from the Company by virtue of a TRA, (d) the offering to the Company's non-Vintage and non-B. Riley stockholders of an inadequate price for their shares of Company stock ($12.00 per share), (e) disseminating materially misleading and/or omissive Tender Offer documents, and (f) issuing additional Company shares to Vintage at less than fair value to fund the Tender Offer and Vitamin Shoppe Acquisition. The Derivative Complaint also includes a count of unjust enrichment against Vintage and B. Riley. The Derivative Complaint seeks: (a) declaration that the action is properly maintainable as a class action; (b) a finding the Individual Defendants are liable for breaching their fiduciary duties owed to the class and the Company; (c) a finding that demand on the Company's Board is excused as futile; (d) enjoining the consummation of the Tender Offer unless and until all material information necessary for the Company's stockholders to make a fully informed tender decision has been disclosed; (e) a finding Vintage and B. Riley are liable for unjust enrichment; (f) an award to Plaintiff and the other members of the class damages in an amount which may be proven at trial; (g) an award to Plaintiff and the other members of the class pre-judgment and post-judgment interest, as well as their reasonable attorneys’ and expert witness fees and other costs; (h) an award to the Company in the amount of damages it sustained as a result of Individual Defendants’ breaches of fiduciary duties to the Company; and (i) awarding such other and further relief as this Court may deem just and proper. Simultaneously with the filing of the Derivative Complaint, the Plaintiff filed a motion seeking expedited proceedings. The motion was withdrawn as the Derivative Complaint Individual Defendants agreed to produce certain documents. On October 23, 2019, the Plaintiff filed a Verified Amended Stockholder Class Action and Derivative Complaint (the “Amended Complaint”), following the Company’s filing of the amended and restated offer to purchase on October 16, 2019 (the “Offer to Purchase”). The Amended Complaint contained substantially similar allegations but revised certain allegations based on disclosures contained in, or purportedly omitted, from the Offer to Purchase. The Plaintiff filed a Motion for Preliminary Injunction on October 25, 2019, seeking to prevent the consummation of the pending Offer to Purchase unless additional information was disclosed. On November 5, 2019, the Company filed Amendment No. 5 to the Offer to Purchase making certain additional disclosures, and Plaintiff withdrew its Motion for Preliminary Injunction. On February 7, 2020, Matthew Sciabacucchi, a purported stockholder of the Company, filed a motion to intervene to pursue some or all of the derivative claims pending in the Court of Chancery. Mr. Sciabacucchi’s motion states that Asbestos Workers’ Philadelphia Pension Fund has sold its shares in the Company. The motion to intervene was granted March 10, 2020. On June 8, 2020 the Court entered an order governing briefing on Plaintiff’s petition for an interim award of attorney’s fees. Plaintiff’s opening brief was filed on June 8, 2020. Defendant's opposition is due on or before July 23, 2020, and Plaintiff’s reply is due on or before August 6, 2020. Class Action Litigation Rene Labrado v. JTH Tax, Inc. On July 3, 2018, a class action complaint was filed in the Superior Court of California, County of Los Angeles by a former employee for herself and on behalf of all other “similarly situated” persons. The Complaint alleges, among other things, that the Company allegedly violated various provisions of the California Labor Code, including: unpaid overtime, unpaid meal period premiums, unpaid rest premiums, unpaid minimum wages, final wages not timely paid, wages not timely paid, non-compliant wage statements, failure to keep pay records, unreimbursed business expenses and violation of California Business and Profession Code Section 17200. The Complaint seeks actual, consequential and incidental losses and damages, injunctive relief and other damages. The Company highly disputes the allegations set forth in the Complaint and filed a motion to dismiss. On May 29, 2019, the Court denied the Company’s motion to dismiss, but granted the Company leave to file a motion to strike. The Company filed a motion to strike and on August 20, 2019, the Court granted in part and denied in part the Company’s motion. The Court provided the Company with twenty days to file its answer to the Complaint and lifted the discovery stay. A status conference was held on March 3, 2020 where the Court set a hearing on the class certification for December 18, 2020. A further status conference is set for July 20, 2020. Department of Justice ("DOJ") and IRS Matters On December 3, 2019, the DOJ initiated a legal proceeding against the Company, in the U.S. District Court for the Eastern District of Virginia. Also, on December 3, 2019, the DOJ and the Company filed a joint motion asking the court to approve a proposed order setting forth certain enhancements to the Company's Liberty Tax segments compliance program and requiring the Company to retain an independent monitor to oversee the implementation of the required enhancements to the compliance program. The monitor will work with the Company's Liberty Tax segments compliance team and may make recommendations for further refinements to improve the tax compliance program. As part of the proposed order, the Company also agreed that it would not rehire or otherwise engage the Company’s former chairman, John T. Hewitt, under whose supervision the conduct at issue occurred, and agreed not to grant Mr. Hewitt any options or other rights to acquire equity in the Company, or to nominate him to the Company’s Board of Directors. On December 20, 2019 the Court granted the joint motion for the proposed order and the confidentiality motion, which fully resolved the legal proceeding initiated by DOJ. In addition, the Company entered into a settlement agreement resolving the previously disclosed investigation by the IRS with respect to the tax return preparation activities of the Company’s Liberty Tax segments franchise operations and Company-owned stores. Pursuant to that agreement, the Company agreed to make a compliance payment to the IRS in the amount of $3.0 million , to be paid in installments over four years, starting with an upfront payment of $1.0 million , followed by a $0.5 million payment on each anniversary thereof. As previously disclosed, the Company expects that the increased costs to enhance its compliance program could exceed $1.0 million per year over several years, in addition to the costs necessary to resolve the investigation. Other Matters Convergent Mobile, Inc. v. JTH Tax, Inc. On August 26, 2019, Convergent Mobile, Inc. (“Convergent”) filed a complaint in the Superior Court of the State of California, County of Sonoma, against the Company (the "California Complaint"). The California Complaint alleges that the Company breached a contract between it and Convergent, and Convergent has asserted counts for breach of contract, promissory estoppel, and breach of the covenant of good faith and fair dealing. The California Complaint generally seeks damages according to proof, special damages according to proof, interest, attorneys’ fees and cost. The Company removed the matter to the federal district court for the Northern District of California and filed a motion to dismiss and motion to strike. On January 16, 2020, the Court vacated the previously scheduled hearing on Company’s motion to dismiss and motion to strike and stated a written opinion would be forthcoming. On April 22, 2020, the Court granted in part and denied in part the Company's motion to dismiss. The Court denied the Company's motion to strike. The Company filed its answer and a counterclaim against Convergent and the matter is proceeding in discovery. The Company disputes these claims and intends to defend the matter vigorously. Sears Outlet Stores, L.L.C., n/k/a American Freight Outlet Stores, LLC v. Capgemini America, Inc., successor in interest to Capgemini U.S. LLC. On April 8, 2020, Sears Outlet Stores, L.L.C., n/k/a American Freight Outlet Stores, LLC (“Outlet”) filed a complaint against Capgemini America Inc. ("Capgemini") in the United States District Court, Northern District Court of Illinois (the “Complaint”), seeking a declaratory action. Outlet alleges claims against Capgemini of fraudulent inducement, breach of contract, constructive fraud, and intentional non-disclosure/fraudulent concealment. Outlet also seeks a declaratory action for excuse of non-performance to pay any further invoices from Capgemini, including certain invoices which Outlet disputes and Capgemini alleges are past due, specific performance from Capgemini’s obligation to provide termination assistance services, actual and consequential damages, incidental damages in an amount yet to be determined, interest, attorney’s fees and costs, and punitive damages. To date, Capgemini has not yet filed its responsive pleading or appearance to the Complaint. The Company is also party to claims and lawsuits that are considered to be ordinary, routine litigation incidental to the business, including claims and lawsuits concerning the preparation of customers' income tax returns, the fees charged to customers for various products and services, relationships with franchisees, intellectual property disputes, employment matters, and contract disputes. Although the Company cannot provide assurance that it will ultimately prevail in each instance, it believes the amount, if any, it will be required to pay in the discharge of liabilities or settlements in these claims will not have a material adverse impact on its consolidated results of operations, financial position, or cash flows.

Segments (Notes)

Segments (Notes)	3 Months Ended
	Mar. 28, 2020
Segment Reporting Disclosure [Text Block]	(13) Segments The Company's operations are conducted in four reporting business segments: Vitamin Shoppe, American Freight, Liberty Tax and Buddy's. The Company defines its segments as those operations which results its chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The results of operations of Buddy's are included in the Company's results of operations beginning on July 11, 2019, the results of operations of Vitamin Shoppe are included in the Company's results of operations beginning on December 16, 2019, while the results of operations of American Freight are included in the Company's results of operations beginning on February 14, 2020. The results of operations of the Sears Outlet business are included in the Company's results of operations beginning on October 23, 2019 and are included in the results of operations of the American Freight segment. Prior to July 11, 2019, the Company operated as a single reportable segment that was comprised of Liberty Tax. The Vitamin Shoppe segment is an omni-channel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance, and services to help them become their best selves, however they define it. The Vitamin Shoppe segment offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids. The Vitamin Shoppe segment consists of our operations under the "Vitamin Shoppe" brand and is headquartered in Secaucus, New Jersey. The American Freight segment operates under the American Freight and American Freight Outlet banners. American Freight is a retail chain offering brand-name furniture, mattresses and home accessories at discount prices. American Freight Outlet, previously Sears Outlet, provides in-store and online access to purchase new, one-of-a-kind, out-of-box, discontinued, obsolete, used, reconditioned, overstocked and scratched and dented products, collectively "outlet-value products" across a broad assortment of merchandise categories, including home appliances, mattresses, furniture and lawn and garden equipment at value-oriented prices. The American Freight segment consists of our operations under the "American Freight" brand and is headquartered in Delaware, Ohio. The Liberty Tax segment is one of the largest providers of tax preparation services in the U.S. and Canada. The Liberty Tax segment includes the Company's operations under the "Liberty Tax," "Liberty Tax Canada" and "Siempre" brands. The Liberty Tax segment and our corporate headquarters are located in Virginia Beach, Virginia. The Buddy's segment leases and sells electronics, residential furniture, appliances and household accessories. The Buddy's segment consists of the Company's operations under the "Buddy's" brand and is headquartered in Orlando, Florida. The Company measures the results of its segments, using, among other measures, each segment's total consolidated revenue, consolidated depreciation, amortization, and impairment charges and consolidated income (loss) from operations. The Company may revise the measurement of each segment's income (loss) from operations as determined by the information regularly reviewed by the CODM. When the measurement of a segment changes, previous period amounts and balances are reclassified to be comparable to the current period's presentation. Total revenues by segment are as follows: Three Months Ended March 28, 2020 March 31, 2019 (In thousands) Total revenue: Vitamin Shoppe $ 275,888 $ — American Freight 202,747 — Liberty Tax 89,618 95,838 Buddy's 24,312 — Consolidated total revenue $ 592,565 $ 95,838 Depreciation, amortization, and impairment charges by segment are as follows: Three Months Ended March 28, 2020 March 31, 2019 (In thousands) Depreciation, amortization, and impairment charges: Vitamin Shoppe $ 11,310 $ — American Freight 912 — Liberty Tax 2,065 4,073 Buddy's 1,640 — Consolidated depreciation, amortization, and impairment charges $ 15,927 $ 4,073 Operating income (loss) by segment are as follows: Three Months Ended March 28, 2020 March 31, 2019 (In thousands) Income from operations: Vitamin Shoppe $ (5,476 ) $ — American Freight 1,586 — Liberty Tax 48,681 54,873 Buddy's 3,345 — Total Segments 48,136 54,873 Corporate (2,299 ) — Consolidated income from operations $ 45,837 $ 54,873 Total assets by segment are as follows: March 28, 2020 December 28, 2019 (In thousands) Total assets: Vitamin Shoppe $ 675,684 $ 679,646 American Freight 884,936 267,176 Liberty Tax 144,887 123,576 Buddy's 183,832 188,941 Total Segments 1,889,339 1,259,339 Corporate 130,184 39,206 Consolidated total assets $ 2,019,523 $ 1,298,545 Goodwill by segment is as follows: March 28, 2020 December 28, 2019 (In thousands) Goodwill: Vitamin Shoppe $ 4,951 $ 4,951 American Freight 366,810 31,028 Liberty Tax 9,156 9,780 Buddy's 88,542 88,542 Consolidated goodwill $ 469,459 $ 134,301

Subsequent Event Subsequent Ev

Subsequent Event Subsequent Events (Notes)	3 Months Ended
	Mar. 28, 2020
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Subsequent Events On April 3, 2020, the Company entered into a Limited Waiver and Amendment Number Two to ABL Credit Agreement (the “ABL Second Amendment”) with various lenders party thereto (the “ABL Lenders”) and GACP Finance Co., LLC, as administrative agent and collateral agent (“ABL Agent”), which amends that certain FGNH ABL Credit Agreement dated as of February 14, 2020 by and among the Loan Parties, various lenders from time to time party thereto and the ABL Agent (as amended prior to the ABL Second Amendment, the “Existing ABL Credit Agreement”). The ABL Second Amendment amended the Existing ABL Credit Agreement to (i) extend the maturity date of the term loan provided pursuant to the Existing ABL Credit Agreement to September 30, 2020, (ii) increase the interest rate margin to 7.50% for loans bearing interest based on LIBOR and 6.50% for loans bearing interest based on an alternate base rate, and (iii) make certain other modifications and grant certain waivers with respect to the Existing ABL Credit Agreement. On May 1, 2020, the Company entered into an amendment to the FGNH Credit Agreement to provide for the joinder of Franchise Group Intermediate L 1, LLC, an indirect subsidiary of the Company, and each of its direct and indirect subsidiaries (collectively, the “Liberty Tax Entities”), to the FGNH Term Loan Credit Agreement and the FGNH ABL Credit Agreement, respectively, as borrowers thereunder, and in connection therewith, certain related security documents provided for the Liberty Tax Entities to grant or continue to grant liens on substantially all of their assets to secure the obligations under the FGNH Term Loan Credit Agreement and the FGNH ABL Credit Agreement. Further, the amendment modified the FGNH Term Loan Credit Agreement and the FGNH ABL Credit Agreement, respectively, to, among other things, (i) permit certain ordinary course and otherwise anticipated activities of the Liberty Tax Entities and (ii) make certain technical modifications related to the COVID-19 pandemic and other events. On May 22, 2020, the Company amended the Vitamin Shoppe Term Loan and Vitamin Shoppe ABL Revolver. The Vitamin Shoppe Term Loan was amended to, among other things, (i) permit the assignment of $5.3 million of the outstanding term loan to Franchise Group, Inc. (the "Parent"), subject to certain conditions and certain limitations on Parent’s rights as a lender, (ii) modify the minimum consolidated EBITDA covenant, (iii) limit the quarterly dividend payment by Parent that would otherwise have been permitted in the second fiscal quarter of 2020 (by reference to certain financial calculations from the first fiscal quarter of 2020) (the "Dividend Waiver") and (iv) permit the Parent and the Borrowers to use an anticipated tax refund to prepay $12.5 million of the term loan upon receipt of such tax refund, along with a 2% prepayment fee, plus (x) if the tax refund prepayment is not made by July 31, 2020, the Borrowers will be required to pay a fee of 0.5% of the outstanding term loan (other than the portion of the term loan held by Parent) and (y) if the tax refund prepayment is not made by September 25, 2020, the Borrowers will be required to pay additional amortization of $3.1 million for each fiscal quarter (beginning with the fiscal quarter ending on September 26, 2020) until the tax refund prepayment is made (which additional quarterly amortization may be deducted from the required tax refund prepayment). The amendment to the Vitamin Shoppe ABL Revolver was to, among other things, provide for the Dividend Waiver. On June 9, 2020, the Company announced that the Board approved a cash dividend to the Company’s stockholders. The quarterly dividend of $0.25 per share will be paid on or about July 22, 2020 to stockholders of record at the close of business on June 22, 2020.

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 28, 2020
Accounting Policies [Abstract]
Description of Business	(1) Organization and Significant Accounting Policies Description of Business Franchise Group, Inc. (the "Company"), a Delaware corporation, is a franchisor, operator and acquirer of franchised and franchisable businesses that it believes it can scale using its operating expertise. On July 10, 2019, the Company formed Franchise Group New Holdco, LLC (“New Holdco”), which completed the acquisition of Buddy's Newco, LLC ("Buddy's") (the "Buddy's Acquisition"). On October 23, 2019, the Company completed the acquisition of the Sears Outlet ("Sears Outlet") business from Sears Hometown and Outlet Stores, Inc. (subsequently rebranded as American Freight Outlet). On December 16, 2019, the Company completed its acquisition of the Vitamin Shoppe, Inc. ("the Vitamin Shoppe"). On February 14, 2020, the Company completed its acquisition of the American Freight Group, Inc. ("American Freight") as described in “Note 2. Acquisitions”. These acquisitions have transformed us from a tax preparation business to a multi-segment operator and franchisor. New Holdco holds all of the Company’s operating subsidiaries. Segment Information The Company currently operates in four reportable segments: Liberty Tax, Buddy’s, Vitamin Shoppe and American Freight. Sears Outlet, which was previously a separate reportable segment, was rebranded as American Freight Outlet and is included in the American Freight segment following the acquisition of American Freight. The Liberty Tax segment provides income tax services in the United States of America (the "U.S.") and Canada. The Buddy's segment is a specialty retailer engaged in the business of leasing and selling consumer electronics, residential furniture, appliances and household accessories. The Vitamin Shoppe segment is an omni-channel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance and services to help them become their best selves. The Vitamin Shoppe segment offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids through proprietary brands. The American Freight segment operates under the American Freight and American Freight Outlet banners. American Freight is a retail chain offering brand-name furniture, mattresses and home accessories at discount prices
Basis of Presentation	Basis of Presentation Revenues have been classified into product, service and other and rental revenues as further discussed in "Note 5 - Revenue." Costs of sales for product includes the cost of merchandise, transportation and warehousing costs. Service and other costs of sales include the direct costs of warranties as well as, the cost of delivery and handling related to merchandise sold online. Rental cost of sales represents the amortization of inventory costs over the leased term. Other operating expenses, including employee costs, depreciation and amortization, and advertising expenses have been classified in selling, general and administrative expenses. The Company also includes occupancy costs in selling, general and administrative expenses. Assets and liabilities of the Company's Canadian operations have been translated into U.S. dollars using the exchange rate in effect at the end of the period. Revenues and expenses have been translated using the average exchange rates in effect each month of the period. Foreign exchange transaction gains and losses are recognized when incurred. The Company reclassifies to accounts payable checks issued in excess of funds available and reports them as cash flow from operating activities. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required only in annual financial statements. The Company changed its fiscal year end from April 30 to the Saturday closest to December 31st of each year, resulting in an 8-month transition period from May 1, 2019 to December 28, 2019. The consolidated balance sheet data as of December 28, 2019 was derived from the Company’s Transition Report on Form 10-K/T, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 24, 2020 (the "2019 Transition Report"). The Company has provided unaudited historical financial information that was not previously presented for the three months ending March 31, 2019 for comparison purposes. In the opinion of management, all adjustments necessary for a fair presentation of such condensed consolidated financial statements in accordance with GAAP have been recorded. These adjustments consisted only of normal recurring items. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its 2019 Transition Report. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Merchandise Inventories Inventory for the Buddy's segment is recorded at cost, including shipping and handling fees. All lease merchandise is available for lease or sale. Upon purchase, merchandise is not initially depreciated until it is leased or three months after the purchase date. Non-leased merchandise is depreciated on a straight-line basis over a period of 24 months. Leased merchandise is depreciated over the lease term of the rental agreement and recorded in rental cost of revenue. On a weekly basis, all damaged, lost, stolen, or unsalable merchandise identified is written off. Maintenance and repairs of lease merchandise are charged to operations as incurred. Inventory for the American Freight segment is accounted for by banner. Inventory for the American Freight banner is comprised of finished goods and is valued at the lower of cost or market, with cost determined by the first-in, first out method. The Company writes down inventory, the impact of which is reflected in cost of sales in the Consolidated Statements of Operations, if the cost of specific inventory items on hand exceeds the amount the Company expects to be realized from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience. Inventory under the American Freight Outlet banner, previously the Sears Outlet segment, is recorded at the lower of cost or market using the weighted-average cost method. Inventory includes the purchase price of the inventory plus costs of freight for moving merchandise from vendors to distribution centers as well as from distribution centers to stores. A provision for estimated shrinkage is maintained based on the actual historical results of physical inventories. Estimates are compared to the actual results of the physical inventory counts as they are taken and adjust the shrink estimates accordingly. Inventory values are adjusted to the difference between the carrying value and the estimated market value, based on assumptions about future demand or when a permanent markdown indicates that the net realizable value of the inventory is less than cost. Inventory for the Vitamin Shoppe segment is recorded at the lower of cost or market value using the weighted-average cost method. Inventory includes costs directly incurred in bringing the product to its existing condition and location. In addition, the cost of inventory is reduced by purchase discounts and other allowances received from vendors. A markdown reserve is estimated based on a variety of factors, including, but not limited to, the amount of inventory on hand and its remaining shelf life, current and expected market conditions and product expiration dates. In addition, the Company has established a reserve for estimated inventory shrinkage based on the actual, historical shrinkage of our most recent physical inventories adjusted, if necessary, for current economic conditions and business trends. Physical inventories and cycle counts are taken on a regular basis. These adjustments are estimates, which could vary significantly from actual results if future economic conditions, customer demand or competition differ from management expectations. Goodwill and Non-amortizing Intangible Assets Goodwill and non-amortizing intangible assets, including the Buddy's, Vitamin Shoppe and American Freight trade names, are not amortized, but rather tested for impairment at least annually. In addition, goodwill and non-amortizing intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company performs a qualitative and/or quantitative assessment to determine whether it is more likely than not that each reporting unit's fair value is less than its carrying value, including goodwill. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the Company then estimates the fair value. The Company uses a combination of a market multiple method and a discounted cash flow method to estimate the fair value of its reporting units and recognizes goodwill impairment for any excess of the carrying amount of a reporting unit’s goodwill over its estimated fair value. The Company evaluates the Buddy's, Vitamin Shoppe and American Freight trade names for impairment by comparing its fair value, based on an income approach using the relief-from-royalty method, to its carrying value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. The Company's reporting units are determined in accordance with the provisions of Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other (Topic 350).” The Company performs its annual impairment testing of goodwill and non-amortizing intangible assets on the last day of the first month of the Company's third quarter. Refer to “Note 4 - Goodwill and Intangible Assets” for additional information on the results of the impairment tests. Intangible and Long-Lived Assets Impairment Amortization of intangible assets is calculated using the straight-line method over the estimated useful lives of the assets, generally from two to ten years. Long-lived assets, such as property, equipment, and software, and other purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. Recognition and measurement of a potential impairment is performed for these assets at the lowest level where cash flows are individually identifiable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Revenue Recognition The following is a description of the principal activities from which the Company generates its revenues. For more detailed information regarding reportable segments, see "Note 13 - Segments." • Product revenues: These include sales of merchandise at the stores and online. Revenue is measured based on the amount of fixed consideration that the Company expects to receive, reduced by estimates for variable consideration such as returns. Revenue also excludes any amounts collected from customers and remitted or payable to governmental authorities. In arrangements where the Company has multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Company recognizes revenues from retail operations upon the transfer of control of goods to the customer. The Company satisfies its performance obligations at the point of sale for retail store transactions and upon delivery for online transactions. The Company recognizes revenue for retail store and online transactions when it transfers control of the goods to the customer. The performance obligation is generally satisfied in the following reporting period. Merchandise sales also include payments received for the exercise of the early purchase option offered through rental-purchase agreements or merchandise sold through point of sale transactions. Revenue for merchandise sales associated with rental purchase agreements is recognized when payment is received, and ownership of the merchandise passes to the customer. The remaining net value of merchandise sold is recorded to cost of sales at the time of the transaction. • Service and other revenues: These include royalties and advertising fees from franchisees, fees from the sales of franchises and area developer territories, financial products, interest income from loans to franchisees and ADs, tax preparation services in our Company-owned stores, electronic filing fees, commissions on merchandise sales made through www.sears.com, services and extended-service plans and financing programs. Commissions earned on services are presented net of related costs because the Company is acting as an agent in arranging the services for the customer and does not control the services being rendered. The Company recognizes revenue on the commissions on extended-service plans when it transfers control of the related goods to the customer. The Company recognizes franchise fee and AD fee revenue for the sales of individual territories on a straight-line basis over the initial contract term when the obligations of the Company to prepare the franchisee and AD for operation are substantially complete, not to exceed the estimated amount of cash to be received. Royalties and advertising fees are recognized as franchise territories generate sales. Tax return preparation fees and financial products revenue are recognized as revenue in the period the related tax return is filed for the customer. Discounts for promotional programs are recorded at the time the return is filed and are recorded as reductions to revenues. Interest income on notes receivable is recognized based on the outstanding principal note balance less unrecognized revenue unless it is put on non-accrual status. Interest income on the unrecognized revenue portion of notes receivable is recognized when received. For accounts receivable, interest income is recognized based on the outstanding receivable balance over 30 days old, net of an allowance. • Rental revenues: The Company provides merchandise, consisting of consumer electronics, computers, residential furniture, appliances, and household accessories to its customers pursuant to rental-purchase agreements which provide for weekly, semi-monthly or monthly non-refundable rental payments. The average rental term is twelve to eighteen months and the Company maintains ownership of the lease merchandise until all payment obligations are satisfied under sales and lease ownership agreements. Customers have the option to purchase the leased goods at any point in the lease term. Customers can terminate the agreement at the end of any rental term without penalty. Therefore, rental transactions are accounted for as operating leases and rental revenue is recognized over the rental term. Cash received prior to the beginning of the lease term is recorded as deferred revenue. Revenue related to various payment, reinstatement or late fees are recognized when paid by the customer at the point service is provided. The Company offers additional product plans along with rental agreements that provide customers with liability protection against significant damage or loss of a product, and club membership benefits, including various discount programs, product services and replacement benefits in the event merchandise is damaged or lost. Customers renew product plans in conjunction with their rental term renewals and can cancel the plans at any time. Revenue for product plans is recognized over the term of the plan. Leases The Company's lease portfolio primarily consists of leases for its retail store locations and office space. The Company also leases certain office equipment under finance leases. The finance lease right of use assets and lease liabilities are included in PP&E, current installments of long-term debt, and long-term debt, respectively. These leases are immaterial to the financial statements. The Company subleases some of its real estate and equipment leases. The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets; the Company recognizes expense for these leases on a straight-line basis over the lease term. For leases with an initial term in excess of 12 months, lease right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the committed lease term at the lease commencement date. The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate and the information available at the lease commencement date in determining the present value of future lease payments. Most leases include one or more options to renew and the exercise of renewal options is at the Company’s sole discretion. The Company does not include renewal options in its determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease right-of-use assets are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, “Property, Plant, and Equipment - Overall,” to determine whether a right-of-use asset is impaired, and if so, the amount of the impairment loss to recognize. The Company has lease agreements with lease and non-lease components, which the Company elects to combine as one lease component for all classes of underlying assets. Non-lease components include variable costs based on actual costs incurred by the lessor related to the payment of real estate taxes, common area maintenance, and insurance. These variable payments are expensed as incurred as variable lease costs. Due to the COVID-19 pandemic, the Company has been negotiating lease concessions with landlords. The lease concessions have been in the form of lease forgiveness, lease deferrals and lease deferrals with term extensions. If the total payments in the modified lease are substantially the same as or less than total payments in the original lease, the Company has elected to not evaluate whether the concession is a lease modification as defined in ASC 842 - "Leases". Deferred Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities, which are shown on our condensed consolidated balance sheets, are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company has elected to classify interest charged on a tax settlement in interest expense, and accrued penalties, if any, in selling, general, and administrative expenses. The determination of the Company's provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items. The Company records unrecognized tax benefit liabilities for known or anticipated tax issues based on an analysis of whether, and the extent to which, additional taxes will be due.
Use of Estimates	.
New Accounting Pronouncements, Policy	Accounting Pronouncements

Notes and Accounts Receivable (

Notes and Accounts Receivable (Tables)	3 Months Ended
	Mar. 28, 2020
Receivables [Abstract]
Schedule of activity in the allowance for doubtful accounts	Activity in the allowance for doubtful accounts for the three months ended March 28, 2020 and March 31, 2019 was as follows: Three Months Ended March 28, 2020 March 31, 2019 (In thousands) Balance at beginning of period $ 9,985 $ 12,353 Provision for doubtful accounts 1,672 1,930 Write-offs and reduction from repurchases of franchises (2,351 ) (3,708 ) Foreign currency adjustment (136 ) 6 Balance at end of period $ 9,170 $ 10,581

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 28, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the carrying amount of goodwill for the three months ended March 28, 2020 were as follows: March 28, 2020 (In thousands) Balance at beginning of period $ 134,301 Acquisitions of assets from franchisees and third parties 269 American Freight Acquisition 335,474 Disposals and foreign currency changes, net (660 ) Impairments (235 ) Purchase price reallocation 310 Balance at end of period $ 469,459
Schedule of the amortizable other intangible assets	Components of intangible assets as of March 28, 2020 and December 28, 2019 were as follows: March 28, 2020 Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Trade names (1) $ 107,867 $ (14,140 ) $ 93,727 Franchise agreements and non-compete agreements 10,609 (775 ) 9,834 Customer contracts 12,736 (1,466 ) 11,270 Assets acquired from franchisees: Customer lists 3,116 (1,488 ) 1,628 Reacquired rights 11,423 (2,469 ) 8,954 AD rights 40,948 (17,582 ) 23,366 Total intangible assets $ 186,699 $ (37,920 ) $ 148,779 (1) Trade names include those acquired in the Buddy's Acquisition, Vitamin Shoppe Acquisition and American Freight Acquisition which have an indefinite life. They are tested for impairment on an annual basis. During the three months ended March 28, 2020, $70.2 million of the assets acquired pertained to the American Freight Acquisition and the remaining intangible assets were acquired from franchisees and other third parties. December 28, 2019 Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties $ 1,027 $ (1,027 ) $ — Trade names 23,534 (72 ) 23,462 Customer contracts 12,736 (886 ) 11,850 Franchise agreements 10,609 (486 ) 10,123 Assets acquired from franchisees: Customer lists 3,311 (1,532 ) 1,779 Reacquired rights 11,577 (2,053 ) 9,524 AD rights 37,263 (16,411 ) 20,852 Total intangible assets $ 100,057 $ (22,467 ) $ 77,590

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 28, 2020
Debt Disclosure [Abstract]
Schedule of debt

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 28, 2020
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]	The components of accumulated other comprehensive loss at March 28, 2020 and December 28, 2019 are as follows: March 28, 2020 December 28, 2019 (In thousands) Foreign currency adjustment $ (2,191 ) $ (1,496 ) Interest rate swap agreements, net of tax (115 ) (42 ) Total accumulated other comprehensive loss $ (2,306 ) $ (1,538 )
Schedule of computation of basic and diluted net income (loss) per share	the three months ended March 28, 2020 and March 31, 2019 is as follows: Three Months Ended Three Months Ended Common Stock Common Stock (In thousands, except for share and per Basic and diluted net income per share: Numerator Allocation of undistributed income attributable to Franchise Group $ 59,539 $ 38,191 Denominator Weighted-average common stock outstanding 23,373,980 14,055,752 Basic and diluted net income per share $ 2.55 $ 2.72 Diluted net income per share: Numerator Allocation of undistributed earnings for basic computation $ 59,539 $ 38,191 Denominator Number of shares used in basic computation 23,373,980 14,055,752 Weighted-average effect of dilutive securities Employee stock options and restricted stock units 319,055 56,907 Weighted-average diluted shares outstanding 23,693,035 14,112,659 Diluted net income per share $ 2.51 $ 2.71

Stock Compensation Plans (Table

Stock Compensation Plans (Tables)	3 Months Ended
	Mar. 28, 2020	Jul. 31, 2019
Share-based Payment Arrangement [Abstract]
Summary of information about stock options outstanding and exercisable	The following table summarizes information about stock options outstanding and exercisable at March 28, 2020 : Options Outstanding Options Exercisable Range of exercise prices Number Weighted average exercise price Weighted average remaining contractual life (in years) Number Weighted average exercise price $0.00 - $10.89 240,000 $ 8.72 4.8 113,333 $ 8.60 $10.90 - $16.38 220,285 11.98 4.0 131,945 12.01 460,285 $ 10.28 245,278 $ 10.43
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity	Restricted stock activity during the three months ended March 28, 2020 was as follows: Number of restricted stock units Weighted average fair value at grant date Balance at December 28, 2019 671,039 $ 14.00 Granted 279,839 24.80 Vested (4,657 ) 12.22 Canceled (1,453 ) 11.48 Balance at March 28, 2020 944,768 $ 17.21
Schedule of stock option activity		Stock option activity during the three months ended March 28, 2020 was as follows: Number of options Weighted average exercise price Outstanding at December 28, 2019 460,285 $ 10.28 Granted — — Exercised — — Expired or forfeited — — Outstanding at March 31, 2020 460,285 $ 10.28
Schedule of nonvested (options that did not vest in the period in which granted) stock option activity	Nonvested stock options activity during the three months ended March 28, 2020 was as follows: Nonvested options Weighted average exercise price Outstanding at December 28, 2019 215,007 $ 10.11 Granted — — Vested — — Forfeited — — Outstanding at March 28, 2020 215,007 $ 10.11

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 28, 2020
Fair Value Disclosures [Abstract]
Schedule of the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis, for each of the fair value hierarchy levels	The following tables present, for each of the fair value hierarchy levels, the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis at March 28, 2020 and December 28, 2019 . March 28, 2020 Fair value measurements using Total Level 1 Level 2 Level 3 Assets: Recurring assets: Cash equivalents $ 573 $ 573 $ — $ — Forward contract related to foreign currency exchange rates 1,429 — — 1,429 Total recurring assets 573 573 — — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue and allowance 10,518 — — 10,518 Total nonrecurring assets 10,518 — — 10,518 Total recurring and nonrecurring assets $ 11,091 $ 573 $ — $ 10,518 Liabilities: Recurring liabilities: Contingent consideration included in obligations due former ADs, franchisees and others $ 863 $ — $ — $ 863 Interest rate swap agreement 160 — 160 — Total recurring liabilities $ 1,023 $ — $ 160 $ 863 December 28, 2019 Fair value measurements using Total Level 1 Level 2 Level 3 Assets: Recurring assets: Cash equivalents $ 4,253 $ 4,253 $ — $ — Total recurring assets 4,253 4,253 — — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue 7,310 — — 7,310 Total nonrecurring assets 7,310 — — 7,310 Total recurring and nonrecurring assets $ 11,563 $ 4,253 $ — $ 7,310 Liabilities: Recurring liabilities: Contingent consideration included in obligations due to former ADs, franchisees and others $ 916 $ — $ — $ 916 Interest rate swap agreement 58 — 58 — Total recurring liabilities $ 974 $ — $ 58 $ 916

Organization and Significant _3

Organization and Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019	Dec. 28, 2019	Apr. 30, 2019
Geographical concentration
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	84.20%
Noncontrolling Interest, Ownership Percentage by Parent	15.80%
Deferred Revenue	$ 23,838		$ 10,519
Income Taxes Receivable, Current	56		3
Intangible Assets, Net (Excluding Goodwill)	148,779		77,590	$ 77,590
Assets	2,019,523		1,298,545
Deferred Revenue, Current	36,444		16,409
Liabilities	1,690,503		1,146,784
Retained Earnings (Accumulated Deficit)	73,652		18,388
Stockholders' Equity Attributable to Parent	309,008		125,391
Liabilities and Equity	2,019,523		$ 1,298,545
General and Administrative Expense	252,212	$ 40,965
Operating Expenses	546,728	40,965
Operating Income (Loss)	45,837	54,873
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	16,029	53,825
Income Tax Expense (Benefit)	(45,869)	15,634
Net Income (Loss) Attributable to Parent	61,898	38,191
New Deferrals of Franchise and AD Fees	8,101
Revenues	$ 592,565	$ 95,838

Acquisition (Details)

Acquisition (Details) - USD ($)	Feb. 14, 2020	Oct. 23, 2019	Mar. 28, 2020	Mar. 31, 2019	Dec. 28, 2019
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized			$ 641,000	$ 678,394,000
Revenues			592,565,000	95,838,000
Net Income (Loss) Attributable to Parent			61,898,000	38,191,000
Goodwill			469,459,000		$ 134,301,000
Long-term Debt, Current Maturities			257,466,000		218,384,000
Long-term Debt, Excluding Current Maturities			554,004,000		$ 245,236,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net			357,000
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized			71,000	$ 50,964,000
Vitamin Shoppe [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets			616,000
Sears Outlet [Member]
Business Combination, Consideration Transferred		$ 0
American Freight [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents			4,000
Adjustment, Lease Right of Use			0
Noncash or Part Noncash Acquisition, Investments Acquired			70,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other			3,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory			99,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment			11,000
Goodwill			335,000
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right-Of-Use Asset			91,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets			2,000
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current			17,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable			45,000
Other Accrued Liabilities			26,451
Long-term Debt, Current Maturities			3,000
Long-term Debt, Excluding Current Maturities			94,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities			11,451
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent			61,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities			258,000
American Freight [Member]
Business Combination, Consideration Transferred	$ 0
Leasehold Improvements [Member] | Vitamin Shoppe [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment			0
Furniture, Fixtures, And Equipment [Member] | Vitamin Shoppe [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment			0
Software [Member] | Vitamin Shoppe [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment			0
Construction in Progress [Member] | Vitamin Shoppe [Member]
Machinery and Equipment, Gross			$ 0

Accounts and Notes Receivables

Accounts and Notes Receivables (Details) - USD ($)	3 Months Ended
	Mar. 28, 2020	Dec. 28, 2019	Mar. 31, 2019
Schedule of Activity Related to Notes Receivable
Accounts and Other Receivables, Net, Current	$ 68,000	$ 44,000
Activity related to notes receivable
Notes Receivable, Related Parties, Current	18,000	38,000
interest receivable, current, net	2,000	3,000
Income Taxes Receivable, Current	56,000	3,000
Allowance for Doubtful Other Receivables, Current	(9,000)	(9,000)
Total Receivables, Current, Net	136,254	79,693
Notes Receivable, Related Parties, Noncurrent	16,000	20,000
Allowance for Doubtful Accounts, non-current	(1,000)	(1,000)
Receivables, net, non-current	16,000	19,000
Receivables, Fair Value Disclosure	152,000	$ 98,000
Notes Receivable [Member]
Schedule of Activity Related to Notes Receivable
Financing Receivable, Nonaccrual	$ 12,200,000		$ 0
Franchise-related notes
Activity related to notes receivable
Notes Receivable	5 years
Interest rate (as a percent)	12.00%
Working capital and equipment notes
Activity related to notes receivable
Notes Receivable	1 year

Accounts and Notes Receivable A

Accounts and Notes Receivable Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019	Dec. 28, 2019	Dec. 31, 2018
Financing Receivable, Allowance for Credit Loss [Line Items]
Accounts and Notes Receivable Gross	$ 104,596
Allowance for Doubtful Accounts Receivable Additions Charged to Expenses	1,672	$ 1,930
Accounts Receivable, Allowance for Credit Loss, Writeoff	(2,351)	(3,708)
Allowance for Doubtful Accounts Receivable Foreign Currency Adjustment	(136)	6
Accounts Receivable, Allowance for Credit Loss	9,170	$ 10,581	$ 9,985	$ 12,353
Notes Receivable [Member]
Financing Receivable, Allowance for Credit Loss [Line Items]
Accounts and Notes Receivable Gross	36,795
Trade Accounts Receivable [Member]
Financing Receivable, Allowance for Credit Loss [Line Items]
Accounts and Notes Receivable Gross	$ 67,801

Analysis of Past Due Receivable

Analysis of Past Due Receivables (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019
Aging of accounts and notes receivable
Past due	$ 30,384
Interest receivable, net	71,884
Financing Receivable Allowance for Uncollected Interest	2,328
Financing Receivable Allowance for Uncollected Interest	(2,300)
Accounts and Notes Receivable Gross	104,596
Accounts receivable
Aging of accounts and notes receivable
Past due	18,230
Interest receivable, net	49,571
Financing Receivable Allowance for Uncollected Interest	0
Accounts and Notes Receivable Gross	$ 67,801
Past due period	30 days
Notes receivable
Aging of accounts and notes receivable
Past due	$ 12,154
Interest receivable, net	22,313
Financing Receivable Allowance for Uncollected Interest	2,328
Accounts and Notes Receivable Gross	$ 36,795
Past due period	90 days
Financing Receivable, Nonaccrual	$ 12,200	$ 0

Revenue Revenue (Details)

Revenue Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019	Dec. 28, 2019
Revenues	$ 592,565	$ 95,838
Lease Income	16,420	0
Financing Receivable, before Allowance for Credit Loss	34,467		$ 57,495
Deferred Revenue	23,838		$ 10,519
Vitamin Shoppe [Member]
Revenues	275,888	0
Lease Income	0	0
American Freight [Member]
Revenues	202,747	0
Lease Income	0	0
Liberty Tax [Member]
Revenues	89,618	95,838
Buddy's [Member]
Revenues	24,312	0
Lease Income	16,420	0
Product [Member]
Revenues	473,505	0
Product [Member] | Vitamin Shoppe [Member]
Revenues	275,888	0
Product [Member] | American Freight [Member]
Revenues	196,099	0
Product [Member] | Liberty Tax [Member]
Revenues	0	0
Product [Member] | Buddy's [Member]
Revenues	1,518	0
Franchise [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Franchise [Member] | American Freight [Member]
Revenues	0	0
Franchise [Member] | Liberty Tax [Member]
Revenues	506	341
Franchise [Member] | Buddy's [Member]
Revenues	0	0
Area Developer [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Area Developer [Member] | American Freight [Member]
Revenues	0	0
Area Developer [Member] | Liberty Tax [Member]
Revenues	1,021	912
Area Developer [Member] | Buddy's [Member]
Revenues	0	0
Royalties and Advertising [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Royalties and Advertising [Member] | American Freight [Member]
Revenues	0	0
Royalties and Advertising [Member] | Liberty Tax [Member]
Revenues	41,448	49,221
Royalties and Advertising [Member] | Buddy's [Member]
Revenues	2,422	0
Financial Service [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Financial Service [Member] | American Freight [Member]
Revenues	0	0
Financial Service [Member] | Liberty Tax [Member]
Revenues	27,439	28,850
Financial Service [Member] | Buddy's [Member]
Revenues	0	0
Interest [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Interest [Member] | American Freight [Member]
Revenues	339	0
Interest [Member] | Liberty Tax [Member]
Revenues	1,956	3,235
Interest [Member] | Buddy's [Member]
Revenues	0	0
Assisted Tax Preparation [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Assisted Tax Preparation [Member] | American Freight [Member]
Revenues	0	0
Assisted Tax Preparation [Member] | Liberty Tax [Member]
Revenues	12,250	9,176
Assisted Tax Preparation [Member] | Buddy's [Member]
Revenues	0	0
Electronic Filing [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Electronic Filing [Member] | American Freight [Member]
Revenues	0	0
Electronic Filing [Member] | Liberty Tax [Member]
Revenues	2,028	2,378
Electronic Filing [Member] | Buddy's [Member]
Revenues	0	0
Membership [Member] | Vitamin Shoppe [Member]
Revenues	0
Membership [Member] | American Freight [Member]
Revenues	0
Membership [Member] | Liberty Tax [Member]
Revenues	0
Membership [Member] | Buddy's [Member]
Revenues	3,320
Service, Other [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Service, Other [Member] | American Freight [Member]
Revenues	6,309	0
Service, Other [Member] | Liberty Tax [Member]
Revenues	2,970	1,725
Lease Income	0	0
Service, Other [Member] | Buddy's [Member]
Revenues	632	0
Service [Member]
Revenues	102,640	95,838
Service [Member] | Vitamin Shoppe [Member]
Revenues	0	0
Service [Member] | American Freight [Member]
Revenues	6,648	0
Service [Member] | Liberty Tax [Member]
Revenues	89,618	95,838
Lease Income	0	0
Service [Member] | Buddy's [Member]
Revenues	6,374	0
Retail [Member] | Vitamin Shoppe [Member]
Revenues	275,888	0
Retail [Member] | American Freight [Member]
Revenues	196,099	0
Retail [Member] | Liberty Tax [Member]
Revenues	0	0
Retail [Member] | Buddy's [Member]
Revenues	$ 1,518	$ 0

Revenue Revenue (Details 1)

Revenue Revenue (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Dec. 28, 2019
Revenue Recognition and Deferred Revenue [Abstract]
Deferred AD Fees and Franchise Fees at beginning of period	$ 23,838	$ 10,519
Recognition of Deferred Revenue	(7,401)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue	12,619
New Deferrals of Franchise and AD Fees	$ 8,101

Revenue Revenue (Details 2)

Revenue Revenue (Details 2) $ in Thousands	Mar. 28, 2020USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-12-26
Revenue, Remaining Performance Obligation, Amount	$ 19,719
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-25
Revenue, Remaining Performance Obligation, Amount	1,607
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-24
Revenue, Remaining Performance Obligation, Amount	1,010
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-12-30
Revenue, Remaining Performance Obligation, Amount	446
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-28
Revenue, Remaining Performance Obligation, Amount	188
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-12-27
Revenue, Remaining Performance Obligation, Amount	868
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Amount	$ 23,838

Changes in the Carrying Amount

Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Dec. 28, 2019	Apr. 30, 2019
Finite-Lived Intangible Assets [Line Items]
Goodwill Impairments, Gross	$ 469,459
Goodwill, Purchase Accounting Adjustments	310
Impairment of Intangible Assets (Excluding Goodwill)	235
ERROR in label resolution.	186,699		$ 100,057
Goodwill, Balance at Beginning of Period	134,301
Disposals and foreign currency changes, net	269
Goodwill, Disposals and foreign currency changes, net	(660)
Finite-Lived Intangible Assets, Accumulated Amortization	(37,920)		(22,467)
Intangible Assets, Net (Excluding Goodwill)	148,779	$ 77,590	77,590
Acquired Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
ERROR in label resolution.			1,027
Finite-Lived Intangible Assets, Accumulated Amortization			(1,027)
Intangible Assets, Net (Excluding Goodwill)			0
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
ERROR in label resolution.	107,867		23,534
Finite-Lived Intangible Assets, Accumulated Amortization	(14,140)		(72)
Intangible Assets, Net (Excluding Goodwill)	93,727		$ 23,462
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
ERROR in label resolution.		10,609
Finite-Lived Intangible Assets, Accumulated Amortization		(486)
Intangible Assets, Net (Excluding Goodwill)		10,123
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
ERROR in label resolution.	12,736	12,736
Finite-Lived Intangible Assets, Accumulated Amortization	(1,466)	(886)
Intangible Assets, Net (Excluding Goodwill)	11,270	$ 11,850
Buddy's [Member]
Finite-Lived Intangible Assets [Line Items]
Disposals and foreign currency changes, net	$ 335,474

Components of Intangible Assets

Components of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Dec. 28, 2019	Apr. 30, 2019
Amortizable other intangible assets:
Goodwill, Acquired During Period	$ 269
Gross carrying amount	186,699		$ 100,057
Accumulated amortization	(37,920)		(22,467)
Net carrying amount	148,779	$ 77,590	77,590
Acquired customer lists
Amortizable other intangible assets:
Gross carrying amount			1,027
Accumulated amortization			(1,027)
Net carrying amount			0
Trade Names [Member]
Amortizable other intangible assets:
Gross carrying amount	107,867		23,534
Accumulated amortization	(14,140)		(72)
Net carrying amount	93,727		23,462
Franchise Agreements [Member]
Amortizable other intangible assets:
Gross carrying amount	10,609
Accumulated amortization	(775)
Net carrying amount	9,834
Noncompete Agreements [Member]
Amortizable other intangible assets:
Gross carrying amount		10,609
Accumulated amortization		(486)
Net carrying amount		10,123
Customer lists
Amortizable other intangible assets:
Gross carrying amount	3,116		3,311
Accumulated amortization	(1,488)		(1,532)
Net carrying amount	1,628		1,779
Reacquired rights
Amortizable other intangible assets:
Gross carrying amount	11,423		11,577
Accumulated amortization	(2,469)		(2,053)
Net carrying amount	8,954		9,524
Area developer rights
Amortizable other intangible assets:
Gross carrying amount	40,948		37,263
Accumulated amortization	(17,582)		(16,411)
Net carrying amount	23,366		$ 20,852
Customer Contracts [Member]
Amortizable other intangible assets:
Gross carrying amount	12,736	12,736
Accumulated amortization	(1,466)	(886)
Net carrying amount	11,270	$ 11,850
American Freight [Member]
Amortizable other intangible assets:
Goodwill, Acquired During Period	$ 335,474

Debt (Details)

Debt (Details) - USD ($)	Dec. 16, 2019	Mar. 28, 2020	Dec. 28, 2019	Jul. 31, 2019
Credit facility
Secured Long-term Debt, Noncurrent	$ 0
Deferred AD Fees and Franchise Fees at beginning of period		$ 23,838,000	$ 10,519,000
Line of Credit Facility, Current Borrowing Capacity				$ 135,000,000
line of credit, sub-facility				10,000,000
Line of Credit Facility, Swingline, Sub-Facility				20,000,000
Current Installments of Long-Term Obligation		257,466,000	218,384,000
Long-term obligations, excluding current installments, net		$ 554,004,000	245,236,000
Outstanding Obligations, Maximum Capacity				$ 12,500,000
Debt Instrument, Commitment Fee, Rate		6.00%
Interest, Mortgage Payable				0.00%
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid				$ 800,000
Long-term Debt and Lease Obligation, Including Current Maturities		$ 811,470,000	463,620,000
Line of Credit Facility, Availability Block	0
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement	0
Revolver
Credit facility
Total debt		192,000,000	129,260,000
Term loan
Credit facility
Total debt		604,715,000	268,660,000
SEC Schedule, 12-09, Allowance, Franchise Notes Receivable [Member]
Credit facility
Total debt		13,020,000	1,661,000
Other debt
Credit facility
Total debt		1,928,000	1,825,000
Senior Notes [Member]
Credit facility
Total debt		0	60,439,000
Finance Lease Liability [Member]
Credit facility
Total debt		1,600,000	$ 1,775,000
Credit facility | Vitamin Shoppe Credit Agreement [Member]
Credit facility
Debt Instrument, Periodic Payment	$ 4.25
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent	3.00%
Payment for Debt Extinguishment or Debt Prepayment Cost	$ 0
Credit facility | Vitamin Shoppe Credit Agreement [Member] | one-month London Inter-Bank Offered Rate (LIBOR)
Credit facility
Interest rate margin (as a percent)	9.00%
Debt Instrument, Basis Spread on Variable Rate, Floor	2.00%
Credit facility | Sears Outlet Credit Agreement [Member]
Credit facility
Consolidated Excess Cash Flow, Percentage	60.00%
Credit facility | Vitamin Shoppe Credit Facility [Member]
Credit facility
Line of Credit Facility, Current Borrowing Capacity	$ 0	$ 0
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent	2.00%
Credit facility | Vitamin Shoppe Credit Facility [Member] | one-month London Inter-Bank Offered Rate (LIBOR)
Credit facility
Interest rate margin (as a percent)	1.25%
Debt Instrument, Basis Spread on Variable Rate, Floor	0.00%
Credit facility | Vitamin Shoppe Credit Facility [Member] | London Interback Offered Rate (LIBOR) High Range [Member]
Credit facility
Interest rate margin (as a percent)	1.75%
Credit facility | Vitamin Shoppe Credit Facility [Member] | Alternate Base Rate [Member]
Credit facility
Interest rate margin (as a percent)	0.25%
Debt Instrument, Basis Spread on Variable Rate, Floor	1.00%
Credit facility | Vitamin Shoppe Credit Facility [Member] | Alternate Base Rate High [Member]
Credit facility
Interest rate margin (as a percent)	0.75%

Income Taxes Income Taxes (Deta

Income Taxes Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019
Income Tax Expense (Benefit)	$ (45,869,000)	$ 15,634,000
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent	(286.20%)	2900.00%
Current Income Tax Expense (Benefit)	$ 15.6
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 18.8
Deferred Tax Liability Not Recognized, Events that Would Cause Temporary Difference to be Taxable, Undistributed Earnings of Domestic Subsidiaries	11.4
Income Tax Benefit, Recognized [Member]
Income Tax Expense (Benefit)	$ 45.9
Tax Basis Increase [Member]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 11.6

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended		8 Months Ended
	Mar. 28, 2020	Mar. 31, 2019	Dec. 28, 2019	Jan. 03, 2020
Stockholders' Equity
Stock Redeemed or Called During Period, Shares	3,937,726
Preferred Stock, redeemed for Common, Shares	787,545
Weighted Average Number of Shares Outstanding, Diluted	23,693,035	14,112,659
Earnings Per Share, Diluted	$ 2.51	$ 2.71
Ownership Interest	84.20%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	15.80%
Proceeds from Stock Options Exercised	$ 0	$ 153,000
Unrealized Gain (Loss) on Derivatives	(115,000)		$ (42,000)
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(2,191,000)		(1,496,000)
Stock-based compensation expense - equity awards	2,485,000	388,000
Accumulated Other Comprehensive Income (Loss), Net of Tax	(2,306,000)		(1,538,000)
Antidilutive securities
Adjustments to Additional Paid in Capital, Other	0.3
Class A common stock
Stockholders' Equity
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition		$ 0
Acquisition, Common stock, issued during period, value	$ 75,000
Weighted Average Number of Shares Outstanding, Basic	23,373,980	14,055,752
Weighted Average Number of Shares Outstanding, Diluted	23,693,035	14,112,659
Earnings Per Share, Diluted	$ 2.51	$ 2.71
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements	319,055	56,907
Common Stock, Value, Issued	$ 297,000		$ 183,000
net income (loss) available to common shareholders, basic and diluted	$ 59,539,000	$ 38,191,000
Earnings Per Share, Basic and Diluted	$ 2.55	$ 2.72
Weighted Average Number of Shares Outstanding, Basic and Diluted	23,373,980	14,055,752
Vitamin Shoppe [Member]
Stockholders' Equity
Common Stock, Shares Subscribed but Unissued				2,354,000
Common Stock, Par or Stated Value Per Share				$ 0.01
Antidilutive securities
Share Price				$ 12
Common Stock, Value, Subscriptions				$ 28.20
Remaining New Holdco Units [Member]
Stockholders' Equity
Preferred Stock, redeemed for Common, Shares	5,495,606
Preferred Stock, additional shares [Member]
Stockholders' Equity
Preferred Stock, redeemed for Common, Shares	1,099,121
Other Ownership Interest [Member]
Stockholders' Equity
Ownership Interest	100.00%
Sears Outlet [Member]
Antidilutive securities
Common Stock, Value, Subscriptions				$ 70

Stock Compensation Plans (Detai

Stock Compensation Plans (Details) - USD ($) $ / shares in Units, number in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 28, 2020	Dec. 28, 2019	Jul. 31, 2019
Nonvested stock option activity, Weighted average exercise price
Stock Issued During Period, Value, Restricted Stock Award, Gross	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Restricted Stock Minimum	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Restricted Stock Maximum	0.00%
Restricted Stock or Unit Expense	$ 0.1
Share-based Payment Arrangement, Option [Member]
Stock compensation plan
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price		$ 10.43
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		$ 400,000
Unrecognized compensation costs		$ 300,000
Stock option activity, Number of options
Outstanding at the beginning of the period (in shares)	460,285	460,285	460,285
Exercised (in shares)	0
Canceled (in shares)	0
Outstanding at the end of the period (in shares)	460,285
Stock option activity, Weighted average exercise price
Outstanding at the beginning of the period (in dollars per share)	$ 10.28	$ 10.28	$ 10.28
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Canceled (in dollars per share)	0
Outstanding at the end of the period (in dollars per share)	$ 10.28
Nonvested stock option activity, Nonvested options
Granted (in shares)	0
Share-based Payment Arrangement, Option [Member] | Minimum
Stock compensation plan
Exercise period	4 years
Share-based Payment Arrangement, Option [Member] | Maximum
Stock compensation plan
Vesting period	5 years
Exercise period	7 years
Nonvested Stock Option [Member]
Nonvested stock option activity, Nonvested options
Outstanding at the beginning of the period (in shares)	215,007	215,007	215,007
Granted (in shares)	0
Vested (in shares)	0
Canceled (in shares)	0
Outstanding at the end of the period (in shares)	215,007
Nonvested stock option activity, Weighted average exercise price
Outstanding at the beginning of the period (in dollars per share)	$ 10.11	$ 10.11	$ 10.11
Granted (in dollars per share)	0
Vested (in dollars per share)	0
Canceled (in dollars per share)	0
Outstanding at the end of the period (in dollars per share)	$ 10.11
Restricted Stock Units
Stock compensation plan
Unrecognized compensation costs		$ 0
Equity Plan 2019 [Member] [Domain]
Stock compensation plan
Common Stock, Par or Stated Value Per Share			$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			5,000,000
Class A common stock available for grant (in shares)			4,118,495
Exercise Price, Range Two [Member] | Share-based Payment Arrangement, Option [Member]
Stock compensation plan
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	4 years
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price		$ 12.01
Stock option activity, Number of options
Outstanding at the beginning of the period (in shares)				220,285
Restricted Stock Unit expense [Member]
Nonvested stock option activity, Weighted average exercise price
Restricted Stock or Unit Expense	$ 0.1
Restricted Stock Units
Nonvested stock option activity, Weighted average exercise price
Stock Issued During Period, Value, Restricted Stock Award, Gross	$ 0

Stock Compensation Plans (Det_2

Stock Compensation Plans (Details 2) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 28, 2020	Dec. 28, 2019	Jul. 31, 2019
Share-based Payment Arrangement, Option [Member]
Stock options outstanding and exercisable
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 0.3
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	460,285	460,285
Weighted average exercise price (in dollars per share)	$ 10.28
Number of shares exercisable at the end of the period	245,278
Weighted average exercise price (in dollars per share)	$ 10.43
Share-based Payment Arrangement, Option [Member] | Exercise Price, Range One [Member]
Stock options outstanding and exercisable
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	240,000
Weighted average exercise price (in dollars per share)	$ 8.72
Weighted average remaining contractual life	4 years 9 months
Number of shares exercisable at the end of the period	113,333
Weighted average exercise price (in dollars per share)	$ 8.60
Share-based Payment Arrangement, Option [Member] | Exercise Price, Range two
Stock options outstanding and exercisable
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number			220,285
Weighted average exercise price (in dollars per share)	$ 11.98
Weighted average remaining contractual life	4 years
Number of shares exercisable at the end of the period	131,945
Weighted average exercise price (in dollars per share)	$ 12.01
Restricted Stock Units
Stock options outstanding and exercisable
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 0
Minimum | Share-based Payment Arrangement, Option [Member]
Stock options outstanding and exercisable
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	4 years
Minimum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range two
Stock options outstanding and exercisable
Exercise price, low end of range (in dollars per share)	$ 0
Minimum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range three
Stock options outstanding and exercisable
Exercise price, low end of range (in dollars per share)	10.90
Minimum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range Four
Stock options outstanding and exercisable
Exercise price, low end of range (in dollars per share)	16.39
Minimum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range Five
Stock options outstanding and exercisable
Exercise price, low end of range (in dollars per share)	$ 26.18
Maximum | Share-based Payment Arrangement, Option [Member]
Stock options outstanding and exercisable
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	7 years
Maximum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range two
Stock options outstanding and exercisable
Exercise price, high end of range (in dollars per share)	$ 10.89
Maximum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range three
Stock options outstanding and exercisable
Exercise price, high end of range (in dollars per share)	16.38
Maximum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range Four
Stock options outstanding and exercisable
Exercise price, high end of range (in dollars per share)	26.17
Maximum | Share-based Payment Arrangement, Option [Member] | Exercise Price, Range Five
Stock options outstanding and exercisable
Exercise price, high end of range (in dollars per share)	$ 33.38

Restricted Stock Units (Details

Restricted Stock Units (Details 3) - Restricted Stock Units - $ / shares	3 Months Ended
	Mar. 28, 2020	Dec. 28, 2019
Restricted Cash and Cash Equivalents Items [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted	279,839
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	944,768	671,039
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted, Weighted Average Grant Date Fair Value	$ 24.80
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	4,657
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 12.22
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations	1,453
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations, Weighted Average Grant Date Fair Value	$ 11.48
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Grant Date Fair Value	$ 17.21	$ 14

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 28, 2020	Dec. 28, 2019	Jul. 31, 2019
Assets:
Assets Fair Value Disclosure Recurring and Nonrecurring		$ 11,563
Financial and Nonfinancial Liabilities, Fair Value Disclosure		974
Level 1
Assets:
Assets Fair Value Disclosure Recurring and Nonrecurring		4,253
Financial and Nonfinancial Liabilities, Fair Value Disclosure	$ 0	0
Level 2
Assets:
Assets Fair Value Disclosure Recurring and Nonrecurring		0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	160	58
Level 3
Assets:
Assets Fair Value Disclosure Recurring and Nonrecurring		7,310
Financial and Nonfinancial Liabilities, Fair Value Disclosure	863	916
Nonrecurring
Assets:
Impaired accounts and notes receivable, net of unrecognized revenue	10,518	7,310
Impaired goodwill			$ 11,091
Total recurring liabilities		7,310
Nonrecurring | Level 1
Assets:
Impaired accounts and notes receivable, net of unrecognized revenue	0	0
Impaired goodwill			573
Total recurring liabilities		0
Nonrecurring | Level 2
Assets:
Impaired accounts and notes receivable, net of unrecognized revenue	0	0
Impaired goodwill			0
Total recurring liabilities		0
Nonrecurring | Level 3
Assets:
Impaired accounts and notes receivable, net of unrecognized revenue	10,518	7,310
Impaired goodwill			$ 10,518
Total recurring liabilities		7,310
Recurring
Fair value of financial instruments
Foreign Currency Contract, Asset, Fair Value Disclosure	573
Assets:
Cash equivalents, money market account		4,253
Total recurring liabilities		4,253
Business Combination, Contingent Consideration, Liability		916
Accounts and Notes Receivable, Allowance for Uncollected Interest Amounts Due ADs Related Deferred Revenue and Amounts Due Franchisees	863
Interest Rate Derivative Liabilities, at Fair Value	160	58
Financial and Nonfinancial Liabilities, Fair Value Disclosure	1,023
Recurring | Level 1
Fair value of financial instruments
Foreign Currency Contract, Asset, Fair Value Disclosure	573
Assets:
Cash equivalents, money market account	4,253
Total recurring liabilities		4,253
Business Combination, Contingent Consideration, Liability		0
Accounts and Notes Receivable, Allowance for Uncollected Interest Amounts Due ADs Related Deferred Revenue and Amounts Due Franchisees	0
Interest Rate Derivative Liabilities, at Fair Value	0	0
Recurring | Level 2
Fair value of financial instruments
Foreign Currency Contract, Asset, Fair Value Disclosure	0
Assets:
Cash equivalents, money market account	0
Total recurring liabilities		0
Business Combination, Contingent Consideration, Liability		0
Accounts and Notes Receivable, Allowance for Uncollected Interest Amounts Due ADs Related Deferred Revenue and Amounts Due Franchisees	0
Interest Rate Derivative Liabilities, at Fair Value	160	58
Recurring | Level 3
Fair value of financial instruments
Foreign Currency Contract, Asset, Fair Value Disclosure	0
Assets:
Cash equivalents, money market account	0
Total recurring liabilities		0
Business Combination, Contingent Consideration, Liability		916
Accounts and Notes Receivable, Allowance for Uncollected Interest Amounts Due ADs Related Deferred Revenue and Amounts Due Franchisees	863
Interest Rate Derivative Liabilities, at Fair Value	$ 0	$ 0

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended
	Mar. 28, 2020	Feb. 07, 2020	Jan. 06, 2020	Dec. 16, 2019	Jul. 31, 2019
Related Party Transaction [Line Items]
Related Party Transactions, Percent of Net Revenue Provided by Related Party	50.00%
Tax Receivable Agreement, Payment to Non-controlling Holders	$ 7.4
Ownership Interest	84.20%
Line of Credit Facility, Current Borrowing Capacity					$ 135,000,000
Debt Instrument, Commitment Fee, Rate	6.00%
Commitments, Fair Value Disclosure	$ 36
Other Commitment	$ 100
Vintage RTO, L.P. ownership [Member]
Related Party Transaction [Line Items]
aggregate voting power					45.00%
Payment to Noncontrolling Holders [Member]
Related Party Transaction [Line Items]
Tax Receivable Agreement, Percentage of Tax Benefit	40.00%
American Freight [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 0
Closing Subscription Agreement [Member]
Related Party Transaction [Line Items]
Ownership Interest	13.00%
Tender Offer [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Subscribed but Unissued	669,678
Offer Value [Member]
Related Party Transaction [Line Items]
Common Stock, Value, Subscriptions	$ 11.40
Closing Subscription Agreement [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Subscribed but Unissued			2,354,000
Common Stock, Value, Subscriptions			$ 28.20
Equity Financing [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Subscribed but Unissued		123,529
Common Stock, Value, Subscriptions		$ 2.10
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Current Borrowing Capacity	0			$ 0
Administrative Agent [Member] | Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions	Jun. 09, 2020	Mar. 28, 2020	Mar. 31, 2019	Jul. 31, 2019
Commitments and contingencies
Loss Contingency Accrual				$ 3
Dividends declared per share of common stock and common stock equivalents	$ 0.25	$ 23,373,980	$ 14,055,752
Additional Accrual for loss contingency [Member]
Commitments and contingencies
Loss Contingency Accrual				1
Compliance Program loss contingency [Member]
Commitments and contingencies
Loss Contingency Accrual				$ 0.5

Segments (Details)

Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 31, 2019	Dec. 28, 2019
Segment Reporting Information [Line Items]
Operating Income (Loss)	$ 45,837	$ 54,873
Goodwill	469,459		$ 134,301
Assets	2,019,523		1,298,545
Depreciation Amortization and Impairment	15,927	4,073
Revenues	592,565	95,838
Vitamin Shoppe [Member]
Segment Reporting Information [Line Items]
Goodwill	4,951		4,951
Assets	675,684		679,646
Depreciation Amortization and Impairment	11,310	0
Revenues	275,888	0
American Freight [Member]
Segment Reporting Information [Line Items]
Goodwill	366,810		31,028
Assets	884,936		267,176
Depreciation Amortization and Impairment	912	0
Revenues	202,747	0
Liberty Tax [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	48,681	54,873
Goodwill	9,156		9,780
Assets	144,887		123,576
Depreciation Amortization and Impairment	2,065	4,073
Revenues	89,618	95,838
Buddy's [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	3,345	0
Goodwill	88,542		88,542
Assets	183,832		188,941
Depreciation Amortization and Impairment	1,640	0
Revenues	24,312	0
Overhead [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	(2,299)	0
Operating Segments [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	48,136	54,873
Assets	1,889,339		1,259,339
Operating Segments [Member] | Vitamin Shoppe [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	(5,476)	0
Operating Segments [Member] | American Freight [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	1,586	$ 0
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Assets	$ 130,184		$ 39,206

Subsequent Event Subsequent _2

Subsequent Event Subsequent Events (Details) - USD ($)	Jun. 09, 2020	Mar. 28, 2020	Mar. 31, 2019	Dec. 16, 2019
Subsequent Event [Line Items]
Additional Amortization Cost		$ 3,100,000
Common Stock, Dividends, Per Share, Declared	$ 0.25	$ 23,373,980	$ 14,055,752
Secured Long-term Debt, Noncurrent				$ 0
London Interbank Offered Rate (LIBOR) [Member]
Subsequent Event [Line Items]
Interest Rate Margin		0.00%
Alternate Base Rate [Member]
Subsequent Event [Line Items]
Interest Rate Margin		0.00%
Loan Participations and Assignments [Member]
Subsequent Event [Line Items]
Long-term Debt		$ 5,325,000
Debt [Member]
Subsequent Event [Line Items]
Prepayment of Debt		$ 12,500,000
Debt Prepayment Penalty [Domain]
Subsequent Event [Line Items]
Debt Instrument, Prepayment Penalty, Percent		0.00%
Late Payment Fee Percentage [Member]
Subsequent Event [Line Items]
Debt Instrument, Prepayment Penalty, Percent		0.00%