Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 26, 2020 | Mar. 04, 2021 | Jun. 27, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 26, 2020 | ||
Current Fiscal Year End Date | --12-26 | ||
Document Transition Report | false | ||
Entity File Number | 001-35588 | ||
Entity Registrant Name | FRANCHISE GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3561876 | ||
Entity Address, Address Line One | 2387 Liberty Way | ||
Entity Address, City or Town | Virginia Beach, | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 23456 | ||
City Area Code | 757 | ||
Local Phone Number | 493-8855 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 278,870,280 | ||
Entity Common Stock, Shares Outstanding | 40,094,915 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. | ||
Entity Central Index Key | 0001528930 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | FRG | ||
Security Exchange Name | NASDAQ | ||
Series A Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 7.50% Series A Cumulative Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share | ||
Trading Symbol | FRGAP | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 26, 2020 | Dec. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 151,502,000 | $ 39,581,000 |
Current receivables, net | 90,610,000 | 79,693,000 |
Inventories, net | 302,307,000 | 300,312,000 |
Other Assets, Current | 20,772,000 | 20,267,000 |
Total current assets | 565,191,000 | 439,853,000 |
Property, equipment, and software, net | 143,506,000 | 150,147,000 |
Accounts and Financing Receivable, after Allowance for Credit Loss, Noncurrent | 16,689,000 | 18,638,000 |
Goodwill | 456,977,000 | 134,301,000 |
Other intangible assets, net | 134,695,000 | 77,590,000 |
Operating Lease, Right-of-Use Asset | 510,875,000 | 462,610,000 |
Other assets, net | 9,728,000 | 15,406,000 |
Total assets | 1,837,661,000 | 1,298,545,000 |
Current liabilities: | ||
Current installments of long-term debt | 105,388,000 | 218,384,000 |
Operating Lease, Liability, Current | 131,690,000 | 107,680,000 |
Accounts payable and accrued expenses | 265,016,000 | 158,995,000 |
Deferred revenue - current | 36,879,000 | 16,409,000 |
Total current liabilities | 538,973,000 | 501,468,000 |
Long-term debt, excluding current installments | 468,655,000 | 245,236,000 |
Long-term Debt and Lease Obligation | 407,014,000 | 394,307,000 |
Other Liabilities, Noncurrent | 37,852,000 | 5,773,000 |
Total liabilities | 1,452,494,000 | 1,146,784,000 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock | 401,000 | 183,000 |
Preferred stock | 13,000 | 19,000 |
Additional paid-in capital | 382,383,000 | 108,339,000 |
Accumulated other comprehensive income (loss), net of taxes | (1,399,000) | (1,538,000) |
Retained earnings | 3,769,000 | 18,388,000 |
Stockholders' Equity Attributable to Parent | 385,167,000 | 125,391,000 |
Noncontrolling Interest in Variable Interest Entity | 0 | 26,370,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 385,167,000 | 151,761,000 |
Total liabilities and stockholders' equity | $ 1,837,661,000 | $ 1,298,545,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 26, 2020 | Dec. 28, 2019 |
Preferred stock, shares authorized (in shares) | 20,000,000 | |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 180,000,000 | 180,000,000 |
Common stock, shares issued (in shares) | 40,092,260 | 18,250,225 |
Common stock, shares outstanding | 40,092,260 | 18,250,225 |
Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 1,250,000 | 1,886,667 |
Preferred stock, shares outstanding (in shares) | 1,250,000 | 1,886,667 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Revenues: | |||||
Total revenues | $ 149,510,000 | $ 16,647,000 | $ 2,152,504,000 | $ 132,546,000 | $ 174,872,000 |
Lease Income | 23,636,000 | 0 | 64,267,000 | 0 | 0 |
Operating expenses: | |||||
Selling, general, and administrative expenses | 173,860,000 | 68,267,000 | 916,274,000 | 124,060,000 | 162,321,000 |
Cost of Goods Sold, Leases | 8,661,000 | 0 | 21,905,000 | 0 | 0 |
Cost of Goods and Services Sold | 81,249,000 | 0 | 1,160,108,000 | 0 | 0 |
Restructuring Costs | 0 | 9,345,000 | 0 | 9,345,000 | 4,952,000 |
Total operating expenses | 255,109,000 | 77,612,000 | 2,076,382,000 | 133,405,000 | 167,273,000 |
Income from operations | (105,599,000) | (60,965,000) | 76,122,000 | (859,000) | 7,599,000 |
Other income (expense): | |||||
Foreign currency transaction loss | 37,000 | (12,000) | (5,187,000) | (113,000) | 63,000 |
Interest expense | (9,349,000) | (1,802,000) | (101,751,000) | (3,023,000) | (3,181,000) |
Income before income taxes | (114,911,000) | (62,779,000) | (30,816,000) | (3,995,000) | 4,481,000 |
Income tax expense | (10,445,000) | (19,726,000) | (57,970,000) | (1,839,000) | 4,346,000 |
Net Income (Loss) Attributable to Noncontrolling Interest | (104,466,000) | (43,053,000) | 27,154,000 | (2,156,000) | 135,000 |
Net Income (Loss) Attributable to Parent | (68,427,000) | (43,053,000) | 25,064,000 | (2,156,000) | 125,000 |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | $ (36,039,000) | $ 0 | $ 2,090,000 | $ 0 | $ 10,000 |
Earnings Per Share, Basic | $ (4.11) | $ (3.17) | $ 0.70 | $ (0.16) | $ 0.01 |
Earnings Per Share, Diluted | $ (4.11) | $ (3.17) | $ 0.70 | $ (0.16) | $ 0.01 |
Net income per share attributable to Class A and Class B common stockholders: | |||||
Weighted Average Number of Shares Outstanding, Diluted | 16,669,065 | 13,602,774 | 34,971,935 | 13,800,884 | 13,977,748 |
Common Stock, Dividends, Per Share, Declared | $ 16,669,065 | $ 13,602,774 | $ 34,531,362 | $ 13,800,884 | $ 12,928,762 |
Class A Common stock | |||||
Other income (expense): | |||||
Net Income (Loss) Attributable to Parent | $ (2,156,000) | $ 133,000 | |||
Earnings Per Share, Basic | $ (4.11) | $ 0.70 | $ (0.16) | $ 0.01 | |
Earnings Per Share, Diluted | $ 0.01 | ||||
Net income per share attributable to Class A and Class B common stockholders: | |||||
Weighted Average Number of Shares Outstanding, Basic | 16,669,065 | 34,531,362 | 13,800,884 | 12,728,762 | |
Weighted Average Number of Shares Outstanding, Diluted | 13,977,748 | ||||
Product [Member] | |||||
Revenues: | |||||
Total revenues | $ 96,139,000 | $ 0 | $ 1,899,662,000 | $ 0 | $ 0 |
Operating expenses: | |||||
Cost of Goods and Services Sold | 71,820,000 | 0 | 1,136,054,000 | 0 | 0 |
Service [Member] | |||||
Revenues: | |||||
Total revenues | 29,735,000 | 16,647,000 | 188,575,000 | 132,546,000 | 174,872,000 |
Operating expenses: | |||||
Cost of Goods and Services Sold | $ 768,000 | $ 0 | $ 2,149,000 | $ 0 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Net income | $ (68,427,000) | $ (43,053,000) | $ 25,064,000 | $ (2,156,000) | $ 125,000 |
Unrealized (loss) gain on interest rate swap agreement, net of taxes of ($15), ($16), $(23) and $22, respectively | (40,000) | (18,000) | (103,000) | (36,000) | 58,000 |
Other Comprehensive Income (Loss), Net of Tax | 372,000 | (672,000) | 139,000 | (563,000) | 737,000 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (104,094,000) | (43,725,000) | 27,293,000 | (2,719,000) | 872,000 |
Foreign currency translation adjustment | (412,000) | 654,000 | (242,000) | 527,000 | (679,000) |
Comprehensive income | (68,183,000) | (43,725,000) | 25,378,000 | (2,719,000) | 872,000 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 35,911,000 | $ 0 | $ (1,915,000) | 0 | 0 |
AOCI Attributable to Parent [Member] | |||||
Other Comprehensive Income (Loss), Net of Tax | $ (563,000) | $ 737,000 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | |||||
Unrealized Loss on Interest Rate Swap, Value | $ (15) | $ (16) | $ (24) | $ (23) | $ 22 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | Accumulated other comprehensive income (loss), net | Retained earnings | Retained earningsCumulative Effect, Period of Adoption, Adjustment | Exchangeable shares | Total Equity [Member] | Total Equity [Member]Cumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest [Member] | Class A Common stock | Class B Common stock | Special voting preferred stock | Exchangeable shares | Preferred Stock | Common Stock [Member] | Buddy's Partners Asset Acquisition [Member] | Buddy's Partners Asset Acquisition [Member]Additional paid-in capital | Buddy's Partners Asset Acquisition [Member]Total Equity [Member] | Buddy's Partners Asset Acquisition [Member]Preferred Stock | Buddy's [Member] | Buddy's [Member]Additional paid-in capital | Buddy's [Member]Total Equity [Member] | Buddy's [Member]Class A Common stock | Sears Outlet [Member] | Sears Outlet [Member]Additional paid-in capital | Sears Outlet [Member]Total Equity [Member] | Sears Outlet [Member]Class A Common stock | Vitamin Shoppe [Member] | Vitamin Shoppe [Member]Additional paid-in capital | Vitamin Shoppe [Member]Total Equity [Member] | Vitamin Shoppe [Member]Class A Common stock |
Stockholders' Equity Attributable to Parent | $ 8,371,000 | $ (2,084,000) | $ 110,029,000 | $ 10,000 | $ 127,000 | $ 2,000 | $ 0 | |||||||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (135,000) | (135,000) | ||||||||||||||||||||||||||||||
Balance at beginning of period (in shares) at Apr. 30, 2017 | 1,000 | 12,683 | 200 | 0 | ||||||||||||||||||||||||||||
Balance at beginning of period at Apr. 30, 2017 | 116,455,000 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 131 | |||||||||||||||||||||||||||||||
Exercise of stock options | 3,105,000 | 95,000 | ||||||||||||||||||||||||||||||
Payments of Dividends | (9,025,000) | (9,025,000) | ||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 679,000 | |||||||||||||||||||||||||||||||
Unrealized Loss on Interest Rate Swap, Value | (22,000) | |||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | 58,000 | |||||||||||||||||||||||||||||||
Other Comprehensive Income (in shares) | 9 | |||||||||||||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 123,000 | $ 2,000 | ||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 737,000 | 737,000 | ||||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Reconition | 95,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, attributable to parent | $ 1,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, Attributable to Noncontrolling Interest | 3,104,000 | |||||||||||||||||||||||||||||||
Unsolicited Tender Offer Costs | 0 | |||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Apr. 30, 2018 | 1,000 | 12,823 | 200 | 0 | ||||||||||||||||||||||||||||
Balance at end of period at Apr. 30, 2018 | 111,502,000 | $ (3,794,000) | ||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 11,570,000 | (1,347,000) | 101,139,000 | $ (3,794,000) | $ 10,000 | $ 128,000 | $ 2,000 | $ 0 | ||||||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 2,156,000 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||
Payments of Dividends | (2,257,000) | (2,257,000) | ||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (527,000) | |||||||||||||||||||||||||||||||
Unrealized Loss on Interest Rate Swap, Value | 23,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,200 | (200) | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 10,000 | $ 12,000 | $ (2,000) | |||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | (36,000) | |||||||||||||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (2,156,000) | |||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | (563,000) | (563,000) | ||||||||||||||||||||||||||||||
stock issued during period, shares, conversion of preferred stock to common stock | (1,000) | |||||||||||||||||||||||||||||||
stock issued during period, value, conversion of preferred stock to common stock | (10,000) | $ (10,000) | ||||||||||||||||||||||||||||||
stock issued during period, shares, share based compensation , net of forfe | 14 | |||||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | 153,000 | |||||||||||||||||||||||||||||||
Adjustment to APIC, Share based Compensation,Requisite Service Period Recognition, Attributable to Noncontrolling Interest | 829,000 | |||||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Reconition | 153,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 12 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | 829,000 | |||||||||||||||||||||||||||||||
Unsolicited Tender Offer Costs | 0 | |||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Apr. 30, 2019 | 14,049 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Balance at end of period at Apr. 30, 2019 | 103,714,000 | $ 319,000 | ||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (2,156,000) | (2,156,000) | ||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 12,552,000 | (1,910,000) | 92,932,000 | $ 319,000 | $ 0 | $ 103,714,000 | $ 319,000 | $ 140,000 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 0 | |||||||||||||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 104,466,000 | (36,167,000) | ||||||||||||||||||||||||||||||
Exercise of stock options | 500,000 | |||||||||||||||||||||||||||||||
Payments of Dividends | (6,436,000) | (6,436,000) | ||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 412,000 | |||||||||||||||||||||||||||||||
Unrealized Loss on Interest Rate Swap, Value | 15,000 | |||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | (40,000) | |||||||||||||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | (68,427,000) | $ (68,427,000) | ||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 372,000 | |||||||||||||||||||||||||||||||
stock issued during period, shares, share based compensation , net of forfe | 208 | |||||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | 2,200,000 | 2,202,000 | $ 2,000 | |||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Reconition | 2,202,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, attributable to parent | 372,000 | 372,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, Attributable to Noncontrolling Interest | 128,000 | |||||||||||||||||||||||||||||||
Acquisition, Issuance of Stock, Shares | 1,617 | |||||||||||||||||||||||||||||||
Acquisition, Stock Issued During the Period, Value | 87,950,000 | 87,934,000 | $ 16,000 | |||||||||||||||||||||||||||||
Acquisition, Stock Issued During the Period, Value, Attributable to Parent | 87,950,000 | |||||||||||||||||||||||||||||||
Noncontrolling Interest in Period, Value | 0 | (62,409,000) | ||||||||||||||||||||||||||||||
Acquisition Costs, Period Cost, attributable to parent | (62,409,000) | |||||||||||||||||||||||||||||||
Acquisition Costs, Period Cost, Attributable to Noncontrolling Interest | 62,409,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 74 | 270 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | 2,992,000 | 2,991,000 | 2,992,000 | $ 1,000 | $ 16,200,000 | $ 16,197,000 | $ 16,200,000 | $ 3,000 | ||||||||||||||||||||||||
Acquisition, Common stock, issued during period, shares | $ 2,083,000 | $ 3,333,000 | $ 2,439,000 | |||||||||||||||||||||||||||||
Acquisition, Common stock, issued during period, value | $ 21,000 | $ 33,000 | $ 25,000 | |||||||||||||||||||||||||||||
preferred stock, issued during period, value | $ 25,000,000 | $ 24,979,000 | $ 25,000,000 | $ 40,000,000 | $ 39,967,000 | $ 40,000,000 | $ 31,143,000 | $ 31,118,000 | $ 31,143,000 | |||||||||||||||||||||||
Unsolicited Tender Offer Costs | (47,229,000) | 47,190,000 | 47,229,000 | $ 39,000 | $ 3,936,000 | |||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 28, 2019 | 18,250 | 1,887 | ||||||||||||||||||||||||||||||
Balance at end of period at Dec. 28, 2019 | 151,761,000 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (104,594,000) | (68,427,000) | ||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 125,391,000 | 108,339,000 | (1,538,000) | 18,388,000 | 125,391,000 | $ 183,000 | $ 19,000 | |||||||||||||||||||||||||
Dividends Payable | (6,436,000) | |||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 26,370,000 | |||||||||||||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (27,154,000) | |||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 50 | |||||||||||||||||||||||||||||||
Exercise of stock options | 520,000 | 519,000 | 520,000 | $ 1,000 | ||||||||||||||||||||||||||||
ProfitLoss | 27,154,000 | 25,064,000 | 2,090,000 | |||||||||||||||||||||||||||||
Payments of Dividends | (41,286,000) | (41,286,000) | ||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 242,000 | |||||||||||||||||||||||||||||||
Unrealized Loss on Interest Rate Swap, Value | 24,000 | |||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | (103,000) | |||||||||||||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | 24,309,000 | |||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | (175,000) | |||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 139,000 | |||||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | 8,810,000 | 8,810,000 | 8,810,000 | 66,000 | ||||||||||||||||||||||||||||
Noncontrolling Interest in Period, Value | (2,358,000) | 23,744,000 | (175,000) | |||||||||||||||||||||||||||||
Acquisition Costs, Period Cost, attributable to parent | 23,569,000 | |||||||||||||||||||||||||||||||
Acquisition Costs, Period Cost, Attributable to Noncontrolling Interest | (25,927,000) | |||||||||||||||||||||||||||||||
Acquisition, Common stock, issued during period, shares | 12,292,000 | |||||||||||||||||||||||||||||||
Acquisition, Common stock, issued during period, value | 229,015,000 | 228,892,000 | 229,015,000 | $ 123,000 | ||||||||||||||||||||||||||||
preferred stock, issued during period, shares | 1,250,000 | |||||||||||||||||||||||||||||||
preferred stock, issued during period, value | 29,483,000 | 29,470,000 | 29,483,000 | $ 13,000 | ||||||||||||||||||||||||||||
Unsolicited Tender Offer Costs | 0 | |||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 26, 2020 | 40,092 | 1,250 | ||||||||||||||||||||||||||||||
Balance at end of period at Dec. 26, 2020 | 385,167,000 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||
Common Stock, Preferred converted, Value | $ 94,000 | |||||||||||||||||||||||||||||||
Preferred Stock, Converted to Common, Value | (9,953,000) | (10,028,000) | (9,953,000) | $ (19,000) | ||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | 314,000 | |||||||||||||||||||||||||||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | 139,000 | |||||||||||||||||||||||||||||||
Dividends, Preferred Stock, Cash | (755,000) | (755,000) | (755,000) | |||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Tax Receivable Agreement, Initial Liability | (7,363,000) | (7,363,000) | (7,363,000) | |||||||||||||||||||||||||||||
Adjustment to Stockholder Equity | 2,358,000 | 2,358,000 | (2,358,000) | |||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent | 314,000 | |||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 385,167,000 | $ 382,383,000 | $ (1,399,000) | $ 3,769,000 | 385,167,000 | $ 401,000 | $ 13,000 | |||||||||||||||||||||||||
Dividends Payable | $ (41,286,000) | |||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 0 | |||||||||||||||||||||||||||||||
Common Stock, Preferred converted, Shares | 9,434 | |||||||||||||||||||||||||||||||
Preferred Stock, Converted to Common, Shares | (1,887) |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity Consolidated Statement of Stockholders' Equity (Parenthetical) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividend per share | $ 0.25 | $ 0.375 | $ 0.16 | $ 0.64 |
Preferred dividend declared | 7.50% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Proceeds from Sale of Intangible Assets | $ 279,000 | $ 1,207,000 | $ 36,349,000 | $ 1,229,000 | $ 451,000 |
Payments of Ordinary Dividends | 0 | (2,244,000) | (29,350,000) | (2,244,000) | (8,922,000) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 22,163,000 | (14,541,000) | 106,356,000 | 4,461,000 | 2,095,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 45,146,000 | 3,981,000 | 151,502,000 | 22,983,000 | 18,522,000 |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 1,140,000 | 4,031,000 | 1,858,000 | 4,031,000 | 7,393,000 |
Income Taxes Paid, Net | (4,180,000) | (1,577,000) | (49,825,000) | (2,734,000) | (3,383,000) |
Provision for doubtful accounts | 4,751,000 | 5,150,000 | 5,930,000 | 8,738,000 | 12,396,000 |
Other Depreciation and Amortization | 32,401,000 | 8,429,000 | 62,543,000 | 14,084,000 | 14,416,000 |
Amortization of deferred financing costs | 319,000 | 169,000 | 30,635,000 | 38,000 | 155,000 |
Gain (Loss) on Disposition of Other Assets | (900,000) | (5,244,000) | (85,000) | (5,833,000) | (5,261,000) |
Share-based Payment Arrangement, Noncash Expense | 3,102,000 | 604,000 | 9,484,000 | 999,000 | 3,680,000 |
Gain (Loss) on Sale of Intangible and Other Assets | 1,106,000 | 155,000 | 4,133,000 | (694,000) | 2,401,000 |
Income (Loss) from Equity Method Investments | 9,275,000 | 200,000 | (1,092,000) | (586,000) | 2,369,000 |
Increase (Decrease) in Accounts and Other Receivables | 226,000 | (9,726,000) | 19,811,000 | (3,035,000) | 2,261,000 |
Income taxes | (2,012,000) | (23,546,000) | (8,059,000) | (6,886,000) | (798,000) |
Increase (Decrease) in Other Current Assets | (27,038,000) | (1,470,000) | 5,573,000 | 3,656,000 | (878,000) |
Accounts payable and accrued expenses | (4,414,000) | (12,510,000) | 23,927,000 | (338,000) | (341,000) |
Increase (Decrease) in Inventories | 10,134,000 | 0 | 97,681,000 | 0 | 0 |
Increase (Decrease) in Deferred Revenue | 1,369,000 | (3,102,000) | 20,537,000 | (3,842,000) | (1,106,000) |
Net Cash Provided by (Used in) Operating Activities | (41,485,000) | (51,774,000) | 241,492,000 | 17,129,000 | 27,645,000 |
Payments to Operating Loans to Franchisees | 22,483,000 | 28,940,000 | 34,136,000 | 68,283,000 | 73,796,000 |
Payments received on operating loans to franchisees | 827,000 | 2,048,000 | 50,291,000 | 67,556,000 | 72,647,000 |
Assets Acquired from Franchisees and Area Developers | 3,491,000 | 139,000 | 6,587,000 | 229,000 | 2,926,000 |
Payments to Acquire Businesses, Net of Cash Acquired | 317,251,000 | 0 | 353,423,000 | 0 | 0 |
Proceeds from Sale of Property, Plant, and Equipment | 0 | 0 | 1,224,000 | 0 | 0 |
Payments to Acquire Property, Plant, and Equipment | 1,136,000 | 2,391,000 | 34,931,000 | 2,939,000 | 5,388,000 |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (343,255,000) | (28,215,000) | (341,213,000) | (2,666,000) | (9,012,000) |
Payments for Repurchase of Common Stock | 0 | 0 | 0 | 88,000 | (1,000) |
Unsolicited Tender Offer Costs | (47,229,000) | 0 | 0 | 0 | 0 |
Payments of Debt Issuance Costs | 15,071,000 | 0 | 16,865,000 | 0 | 0 |
Proceeds from Issuance of Debt | 280,000,000 | 0 | 586,000,000 | 0 | 0 |
Payment, Tax Withholding, Share-based Payment Arrangement | 110,000 | 83,000 | 487,000 | 83,000 | 576,000 |
Proceeds from the exercise of stock options | 2,202,000 | 0 | 520,000 | 153,000 | 95,000 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | 0 | (4,716,000) | 0 | 0 |
Repayments of Long-term Debt | 13,054,000 | 4,235,000 | 505,486,000 | 7,502,000 | 7,432,000 |
Borrowings under revolving credit facility | 129,260,000 | 75,946,000 | 184,665,000 | 123,615,000 | 178,251,000 |
Repayments of Long-term Lines of Credit | 25,403,000 | 3,692,000 | 235,614,000 | 123,615,000 | 178,251,000 |
Proceeds from Issuance of Common Stock | 96,143,000 | 0 | 198,004,000 | 0 | 0 |
Proceeds from Issuance of Preferred Stock and Preference Stock | 0 | 0 | 29,482,000 | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 406,738,000 | 65,692,000 | 206,153,000 | (9,764,000) | (16,834,000) |
Effect of exchange rate changes on cash, net | 165,000 | (244,000) | (76,000) | (238,000) | 296,000 |
Net Income (Loss) Attributable to Parent | (68,427,000) | (43,053,000) | 25,064,000 | (2,156,000) | 125,000 |
Net Income (Loss) Attributable to Noncontrolling Interest | (104,466,000) | (43,053,000) | 27,154,000 | (2,156,000) | 135,000 |
Payments to Acquire Businesses, Net of Cash Acquired | (317,251,000) | 0 | (353,423,000) | 0 | 0 |
Cash flows from operating activities: | |||||
Net income | (68,427,000) | (43,053,000) | 25,064,000 | (2,156,000) | 125,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Provision for doubtful accounts | 4,751,000 | 5,150,000 | 5,930,000 | 8,738,000 | 12,396,000 |
Other Depreciation and Amortization | 32,401,000 | 8,429,000 | 62,543,000 | 14,084,000 | 14,416,000 |
Impairment of goodwill and other intangible assets | 20,200,000 | ||||
Amortization of deferred financing costs | 319,000 | 169,000 | 30,635,000 | 38,000 | 155,000 |
Gain (Loss) on Disposition of Other Assets | (900,000) | (5,244,000) | (85,000) | (5,833,000) | (5,261,000) |
Share-based Payment Arrangement, Noncash Expense | 3,102,000 | 604,000 | 9,484,000 | 999,000 | 3,680,000 |
Gain on bargain purchases and sales of Company-owned offices | (1,106,000) | (155,000) | (4,133,000) | 694,000 | (2,401,000) |
Equity in loss of affiliate | (9,275,000) | (200,000) | 1,092,000 | 586,000 | (2,369,000) |
Changes in: | |||||
Accounts payable and accrued expenses | (4,414,000) | (12,510,000) | 23,927,000 | (338,000) | (341,000) |
Income taxes | (2,012,000) | (23,546,000) | (8,059,000) | (6,886,000) | (798,000) |
Increase (Decrease) in Accounts and Other Receivables | 226,000 | (9,726,000) | 19,811,000 | (3,035,000) | 2,261,000 |
Cash flows from investing activities: | |||||
Issuance of operating loans to franchisees | (22,483,000) | (28,940,000) | (34,136,000) | (68,283,000) | (73,796,000) |
Payments received on operating loans to franchisees | 827,000 | 2,048,000 | 50,291,000 | 67,556,000 | 72,647,000 |
Purchases of Company-owned offices, AD rights, and acquired customer lists | (3,491,000) | (139,000) | (6,587,000) | (229,000) | (2,926,000) |
Purchases of property, equipment, and software | (1,136,000) | (2,391,000) | (34,931,000) | (2,939,000) | (5,388,000) |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (343,255,000) | (28,215,000) | (341,213,000) | (2,666,000) | (9,012,000) |
Cash flows from financing activities: | |||||
Proceeds from the exercise of stock options | 2,202,000 | 0 | 520,000 | 153,000 | 95,000 |
Repurchase of common stock | 0 | 0 | 0 | (88,000) | 1,000 |
Repayment of other long-term debt | (13,054,000) | (4,235,000) | (505,486,000) | (7,502,000) | (7,432,000) |
Increase (Decrease) in Other Current Assets | (27,038,000) | (1,470,000) | 5,573,000 | 3,656,000 | (878,000) |
Borrowings under revolving credit facility | 129,260,000 | 75,946,000 | 184,665,000 | 123,615,000 | 178,251,000 |
Repayments under revolving credit facility | (25,403,000) | (3,692,000) | (235,614,000) | (123,615,000) | (178,251,000) |
Proceeds from Issuance of Common Stock | 96,143,000 | 0 | 198,004,000 | 0 | 0 |
Unsolicited Tender Offer Costs | (47,229,000) | 0 | 0 | 0 | 0 |
Payments of Debt Issuance Costs | (15,071,000) | 0 | (16,865,000) | 0 | 0 |
Proceeds from Issuance of Debt | 280,000,000 | 0 | 586,000,000 | 0 | 0 |
Cash paid for taxes on exercises/vesting of stock-based compensation | (110,000) | (83,000) | (487,000) | (83,000) | (576,000) |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 406,738,000 | 65,692,000 | 206,153,000 | (9,764,000) | (16,834,000) |
Effect of exchange rate changes on cash, net | 165,000 | $ (244,000) | (76,000) | $ (238,000) | $ 296,000 |
Cash and cash equivalents at beginning of year | 39,581,000 | ||||
Cash and cash equivalents at end of year | $ 39,581,000 | $ 151,502,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows - Supplemental Disclosures - USD ($) | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Income Taxes Paid, Net | $ 4,180,000 | $ 1,577,000 | $ 49,825,000 | $ 2,734,000 | $ 3,383,000 |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 1,140,000 | 4,031,000 | 1,858,000 | 4,031,000 | 7,393,000 |
Payments to Acquire Software | 0 | 0 | 5,025,000 | 0 | 0 |
Payment of Financing and Stock Issuance Costs | 0 | 0 | 31,013,000 | 0 | 0 |
Taxes Receivable Agreement, Other long Term Liabilities | 0 | 0 | 16,775,000 | 0 | 0 |
Cash and cash equivalents | 39,581,000 | 151,502,000 | |||
Restricted Cash, Noncurrent | 5,565,000 | 0 | |||
Restricted Cash and Cash Equivalents | 45,146,000 | 151,502,000 | |||
Supplemental disclosures of cash flow information: | |||||
Accrued capitalized software costs included in accounts payable | $ 1,140,000 | $ 4,031,000 | $ 1,858,000 | $ 4,031,000 | $ 7,393,000 |
Organization and Significant Ac
Organization and Significant Accounting Policies - Text Blocks | 12 Months Ended |
Dec. 26, 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"). On October 23, 2019, the Company completed the acquisition of the Sears Outlet ("Sears Outlet") business from Sears Hometown and Outlet Stores, Inc. (included in the results of operations of the American Freight segment). On December 16, 2019, the Company completed its acquisition of The Vitamin Shoppe, Inc. ("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”. New Holdco holds all of the Company’s operating subsidiaries. Change in Fiscal Year-End. On October 1, 2019, the Board of Directors of the Company approved a change in the Company's fiscal year-end from April 30 to the Saturday closest to December 31 of each year. The decision to change the fiscal year-end was related to the Company's recent acquisitions to more closely align the Company’s operations and internal controls with that of its subsidiaries. As a result of the change in fiscal year-end the Company previously filed a Transition Report on Form 10-K/T reporting the Company's financial results for the period beginning May 1, 2019 through 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"). Acquisitions. On February 14, 2020 the Company completed its acquisition of American Freight pursuant to the terms of the Agreement and Plan of Merger with American Freight, for an aggregate purchase price of $357.3 million. On December 16, 2019, the Company completed its acquisition of the Vitamin Shoppe segment pursuant to the terms of the Agreement and Plan of Merger, dated August 7, 2019 with Vitamin Shoppe, for an aggregate purchase price of $161.8 million. On October 23, 2019, the Company completed its acquisition of Sears Outlet and nine Buddy’s Home Furnishing franchises from Sears Hometown and Outlet Stores, Inc. 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. On September 30, 2019, the Company acquired 21 Buddy’s Home Furnishings stores from a series of franchisees of Buddy’s New Holdco, a wholly-owned direct subsidiary of the Company. In connection with the acquisition, the sellers received, in aggregate, 1,350,000 New Holdco units and 270,000 shares of Voting Non-Economic Preferred Stock for an estimated purchase price of $16.2 million. In addition, the Company also forgave $0.6 million of receivables due to Buddy’s from the sellers. This resulted in an aggregated purchase price of $16.8 million. On August 23, 2019, the Company acquired 41 Buddy’s Home Furnishing stores from A-Team Leasing LLC. (“A-Team”), a franchisee of its Buddy’s segment, for an aggregate purchase price of $26.6 million. On July 10, 2019 (the "Buddy’s Acquisition Date"), the Company entered into and completed certain transactions contemplated by an Agreement of Merger and Business Combination Agreement with Buddy's, New Holdco, Franchise Group B Merger Sub, LLC, a wholly-owned indirect subsidiary of New Holdco and Vintage RTO, L.P., solely in its capacity as the representative of the former equity holders of Buddy's (the "Buddy's Members"), to acquire Buddy's in a stock transaction (the "Buddy’s Acquisition"). At the Buddy’s Acquisition Date, each outstanding unit of Buddy’s was converted into the right to receive 0.459315 units of New Holdco (“New Holdco units”) and 0.091863 shares of Preferred Stock. Each of the New Holdco units held by the Buddy’s Members was, together with one-fifth of a share of Voting Non-Economic Preferred Stock held by the Buddy’s Members, redeemable in exchange for one share of our common stock after an initial six-month lockup period following their issuance, which has expired. As of the Buddy’s Acquisition Date, on an as-converted basis, the Buddy's Members' aggregate ownership of New Holdco units and share of Preferred Stock represent approximately 36.44% of our outstanding common stock, which implied an enterprise value of Buddy's of approximately $122 million and an equity value of $12.00 per share of our common stock. The Company is the sole managing member of New Holdco and it is consolidated for financial reporting purposes. New Holdco units held by the Buddy's Members are recorded as a non-controlling interest in the consolidated financial statements. As of April 1, 2020, the Company redeemed all outstanding New Holdco units for shares of common stock of the Company and now has an 100% interest in New Holdco. The assets acquired and the liabilities assumed in the acquisitions above are recorded at fair value in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." Acquisition-related costs are expensed as incurred. The purchase price is allocated to the various tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values, some of which are preliminary as of December 26, 2020. Determining the fair value of certain assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, which are inherently uncertain. Many of the estimates and assumptions used to determine fair values, such as those used for intangible assets are made based on forecasted information and discount rates. In addition, the judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company's results of operations. During the measurement period, which is not to exceed one year from the acquisitions, the Company may record adjustments to the acquired assets and liabilities assumed, with a corresponding offset to goodwill or the preliminary purchase price, to reflect new information obtained about facts and circumstances that existed as of the acquisition dates. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Segment Information . The Company currently operates in four reportable segments: Vitamin Shoppe, American Freight, Liberty Tax, and Buddy’s. The Vitamin Shoppe segment is an omni-channel specialty retailer of vitamins, herbs, specialty supplements, sports nutrition and other health and wellness products. American Freight is a retail chain offering in-store and online access to furniture, mattresses, new and out-of-box home appliances and home accessories at discount prices. 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 of high quality, name-brand consumer electronics, residential furniture, appliances and household accessories through rent-to-own agreements. 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. Prior to April 1, 2020, the Company was the sole managing member of New Holdco and possessed ownership of more than 50 percent of the outstanding voting units. As a result, the Company consolidated the financial results of New Holdco and reported a non-controlling interest that represented the interests of the New Holdco units not held by the Company. As of April 1, 2020, the Company redeemed all outstanding New Holdco units for shares of common stock of the Company and now has an 100% interest in New Holdco. 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 7 - 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. 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 audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). 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. 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 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 its 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 tradenames, 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 either a market multiple method or 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 tradenames 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 6 - Goodwill and Intangible Assets” for additional information on these balances. Intangible Assets and Asset 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. Property, Equipment, and Software. Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, generally three three five twenty Comprehensive Income. Comprehensive income consists of net income, foreign currency translation adjustments, and the unrealized gains or losses on derivatives determined to be cash flow hedges, net of taxes. Insurance Programs . The Company maintains its own insurance arrangements with third-party insurance companies for exposures incurred for a number of risks including worker's compensation and general liability claims. The liability represents an estimate of the discounted cost of claims incurred and is recorded in other current and long-term liabilities. The Company may use restricted cash as collateral for these programs which is recorded in "Other non-current assets". Stock-Based Compensation. The Company records the cost of its employee stock-based compensation as compensation expense in its consolidated statements of operations. Compensation costs related to stock options are based on the grant-date fair value of awards using the Black-Scholes-Merton option pricing model and considering forfeitures. Compensation costs related to restricted stock units are based on the grant-date fair value and are amortized on a straight-line basis over the vesting period. The Company recognizes compensation costs for an award that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. 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 16 - 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 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. 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 ("AD") territories, financial products, interest income from loans to franchisees and ADs, tax preparation services in the Company-owned stores, electronic filing fees, 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 in which 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 revenue: 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 Leases. The Company's lease portfolio primarily consists of leases for its retail store locations, office space and distribution centers. The Company also leases certain office equipment under finance leases. The finance lease right of use assets are included in Property, equipment and software and the finance lease liabilities are included in current installments of long-term obligations, and long-term obligations. The finance 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. 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". Derivative Instruments and Hedging Activities. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive loss to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. The Company only enters into a derivative contract when it intends to designate the contract as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk; the derivative expires or is sold, terminated, or exercised; the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is no longer probable that a forecasted transaction will occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive loss related to the hedging relationship. Deferred Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities, which are shown on the 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. Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation. The Company reclassified amounts in the consolidated statements of cash flows between operating activity lines for the Transition Period and years ended April 30, 2019 and 2018. These reclassifications had no impact on the total operating activities balances. 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 the Company for the fiscal year beginning December 25, 2022. 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 No. 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 the Company for the fiscal year beginning December 25, 2022. The Company is currently evaluating the impact of the adoption of this standard to its consolidated financial statements. The London Interbank Offered Rate (“LIBOR”) is scheduled to be discontinued on December 31, 2021. In an effort to address the various challenges created by such discontinuance, the FASB issued an amendment to existing guidance, ASU No. 2020-04, " Reference Rate Reform ." The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the g |
Acquisitions (Notes)
Acquisitions (Notes) | 12 Months Ended |
Dec. 26, 2020 | |
Acquisitions [Abstract] | |
Acquisitions | Acquisitions American Freight Acquisition On February 14, 2020, 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 in accordance with ASC 805 - "Business Combinations." The preliminary fair value of the consideration transferred at the acquisition date was $357.3 million. The table below summarizes the 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. (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 334,543 Operating lease right-of-use assets 91,101 Other intangible assets, net 70,200 Other non-current assets 1,607 Total assets 614,807 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 10,520 Non-current operating lease liabilities 61,450 Total liabilities 257,544 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 a favorable 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 property, equipment and software 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. Total revenue and operating income for American Freight for the period from February 15, 2020 through December 26, 2020 are as follows: (In thousands) Period from 2/15/2020 - 12/26/2020 Revenue $ 462,702 Income from operations $ 52,197 Vitamin Shoppe Acquisition On December 16, 2019, the Company completed the acquisition of Vitamin Shoppe (the "Vitamin Shoppe Acquisition") for an aggregate purchase price of $161.8 million. The Company accounted for the transaction as a business combination using the acquisition method of accounting. In the year ended December 26, 2020, the preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed were finalized which resulted in a decrease in goodwill of $3.7 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") 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 year ended December 26, 2020, the preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed were finalized which resulted in an increase in goodwill of $2.3 million. Buddy's Acquisition On July 10, 2019, the Company completed the acquisition of Buddy's for an enterprise value of approximately $122.0 million (the "Buddy's Acquisition"). The Company accounted for the transaction as a business combination using the acquisition method of accounting. In the year ended December 26, 2020, the preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed were finalized which resulted in an increase in goodwill of $2.0 million. Please refer to "Note 6. Goodwill and Intangible Assets" for a complete disclosure of the changes in goodwill for the fiscal year. Other acquisitions Subsequent to December 26, 2020, the Company completed the Furniture Factory Acquisition and announced the Pet Supplies Plus Acquisition. Refer to "Note 17 - Subsequent Events", for further details on these acquisitions. On September 30, 2019, the Company acquired 21 Buddy’s Home Furnishings stores (the “Buddy’s Partners Acquisition”) from franchisees of the Company's Buddy’s segment. In connection with the Buddy's Partners Acquisition, the sellers received, in aggregate, 1,350,000 New Holdco units and 270,000 shares of Preferred Stock with an estimated fair value of $16.2 million. In addition to the issuance of New Holdco units and Preferred Stock, the Company also forgave $0.6 million of receivables due to Buddy’s from the sellers. This resulted in a total aggregate purchase price of $16.8 million. On August 23, 2019, the Company acquired 41 Buddy’s Home Furnishing stores from A-Team, a franchisee of the Buddy’s segment, for the total consideration of $26.6 million (the "A-Team Leasing Acquisition"). Acquisition costs As of the year ended December 26, 2020, the Company has incurred approximately $8.1 million of acquisition-related costs for the American Freight Acquisition. As of the Transition Period, the Company incurred approximately $17.4 million of acquisition-related costs for the Vitamin Shoppe Acquisition, the Sears Outlet Acquisition, the Buddy’s Acquisition, the A-Team Leasing Acquisition, and the Buddy’s Partners Acquisition. These costs include investment banker fees, legal fees, due diligence and other external professional costs that the Company has recorded in selling, general, and administrative expenses. 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 American Freight Acquisition, the Vitamin Shoppe Acquisition, the Sears Outlet Acquisition, the Buddy's Acquisition, the A-Team Leasing Acquisition and the Buddy's Partners Acquisition (the "Acquisitions") as if they had occurred on May 1, 2018. (Unaudited) (In thousands) Fiscal Year Ended 12/26/2020 Transition Period Ended 12/28/2019 Fiscal Year Ended 4/30/2019 Revenue $ 2,201,163 $ 1,313,590 $ 2,266,656 Net income (loss) 52,470 (73,051) (60,319) Basic net income per share 1.52 (4.38) (4.37) Diluted net income per share 1.50 (4.38) (4.37) These unaudited pro forma results include adjustments such as inventory step-up, amortization of acquired intangible assets, depreciation of acquired property, equipment, and software and interest expense on debt financing in connection with the Acquisitions. Material, nonrecurring pro forma adjustments directly attributable to the Acquisitions include the following. Acquired inventory step-up to its fair value of $30.3 million was removed from net income (loss) for the year ended December 26, 2020 and the Transition Period, and recognized as an incremental product cost in the year ended April 30, 2019. Acquisition related costs of $30.5 million were removed from net income (loss) for the year ended December 26, 2020 and the Transition Period, and recognized as an expense in the year ended April 30, 2019. 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 American Freight Acquisition, Vitamin Shoppe Acquisition, the Sears Outlet Acquisition, the Buddy's Acquisition, the A-Team Leasing Acquisition or the Buddy's Partners Acquisition 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 these Acquisitions, 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 these acquisitions, including, but not limited to, additional professional fees and employee integration. |
Assets Disposition (Notes)
Assets Disposition (Notes) | 12 Months Ended |
Dec. 26, 2020 | |
Acquisitions [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Assets DispositionOn November 11, 2020, the Company completed the sale of 47 Buddy's Company-owned stores to bebe stores, inc. ("bebe") for $35.0 million. The Company wrote off $11.4 million of goodwill and recognized a gain of $2.0 million in connection with the sale. The agreement includes a planned development schedule for bebe to open 20 new Buddy’s locations. The 47 Buddy's stores are now franchise locations within the Buddy's segment. |
Accounts and Notes Receivable -
Accounts and Notes Receivable - Text Blocks | 12 Months Ended |
Dec. 26, 2020 | |
Receivables [Abstract] | |
Notes and Accounts Receivable | Notes and Accounts Receivable Current and non-current receivables, as of December 26, 2020 and December 28, 2019 are presented in the consolidated balance sheets as follows: (In thousands) 12/26/2020 12/28/2019 Accounts receivable, net $ 58,494 $ 44,333 Notes receivable, net 27,228 37,994 Interest receivable, net 2,257 3,132 Income tax receivable 11,118 3,356 Allowance for doubtful accounts (8,487) (9,122) Current receivables, net 90,610 79,693 Notes receivable - non-current, net 17,659 19,501 Allowance for doubtful accounts - non-current (970) (863) Non-current receivables, net 16,689 18,638 Total receivables $ 107,299 $ 98,331 The Company provides select financing to 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 franchisees and AD and are collateralized by the underlying franchise and when the franchise or AD 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. The table above includes unrecognized revenue. Unrecognized revenue relates to the portion of franchise fees and AD fees that the Company has not yet recognized, in the case of sales of Company-owned offices, the financed portion of gains related to these sales in each case where revenue has not yet been recognized. For gains related to the sale of Company-owned offices, revenue is recorded as note payments are received by the Company. The Company evaluates the amount it anticipates collecting for AD and franchise fees on a periodic basis. Unrecognized revenue wa s $5.1 million and $4.9 million at December 26, 2020 and December 28, 2019, respectively. 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 value of the franchises and AD areas, which collateralize the receivables. Any adverse change in the individual franchisees' or ADs' areas could affect the Company's estimate of the allowance. Activity in the allowance for doubtful accounts for the year ended December 26, 2020 and the Transition Period was as follows: (In thousands) 12/26/2020 12/28/2019 Balance at beginning of year $ 9,985 $ 11,816 Provision for doubtful accounts 5,917 5,375 Write-offs and reduction from repurchases of franchises (6,432) (7,252) Foreign currency adjustment (13) 46 Balance at end of year $ 9,457 $ 9,985 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 assessment and estimates an allowance for doubtful accounts based on that excess. In establishing the fair value of the underlying franchise, management considers a variety of factors including recent sales of Company-owned stores, recent sales between franchisees, net fees of open offices earned during the most recently completed tax season, and the number of unopened offices. While not specifically identifiable as of the balance sheet date, the Company's experience also indicates that a portion of other accounts and notes receivable are also impaired and therefore reserved, because management does not expect to collect all principal and interest due under the current contractual terms. Net amounts due include contractually obligated accounts and notes receivable plus accrued interest, net of unrecognized revenue, reduced by the allowance for uncollected interest, amounts due to ADs, related deferred revenue, and amounts owed to the franchisee by the Company. On July 10, 2020, the Company entered into a Senior Secured Super Priority Debtor-In-Possession Delayed Draw Term Loan Agreement (the “DIP DDTL Agreement”) with Tuesday Morning Corporation (“Tuesday Morning”) and certain of its direct and indirect subsidiaries. Pursuant to the DIP DDTL Agreement, the Company agreed to lend Tuesday Morning up to an aggregate principal amount of $25.0 million in the form of delayed draw term loans (the “DIP Term Facility”). As of December 26, 2020, the DIP Term Facility has been terminated and no amounts had been drawn under this agreement. On November 4, 2020, the Company entered into a super-priority, secured, debtor-in-possession credit facility (the “DIP Facility”) with Furniture Factory Ultimate Holding, L.P. (“FFO”). The DIP Facility consists of a multi-draw term loan facility in the aggregate principal amount of up to $6.5 million. Once repaid, amounts under the DIP Facility may not be reborrowed. As of December 26, 2020, $6.5 million of the DIP Facility is outstanding. Analysis of Past Due Receivables The breakdown of accounts and notes receivable past due at December 26, 2020 and December 28, 2019 was as follows: 12/26/2020 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable, net $ 24,325 $ 34,169 $ — $ 58,494 Notes and interest receivable, net 8,727 36,160 2,257 47,144 Total accounts, notes, and interest receivable, net $ 33,052 $ 70,329 $ 2,257 $ 105,638 12/28/2019 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable, net $ 30,192 $ 14,141 $ — $ 44,333 Notes and interest receivable, net 8,471 49,024 3,132 60,627 Total accounts, notes, and interest receivable, net $ 38,663 $ 63,165 $ 3,132 $ 104,960 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 note 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 at December 26, 2020 and December 28, 2019 was $6.8 million and $8.5 million, respectively. Payments received on notes in non-accrual status are applied to the principal note balance until the note is current and then to interest income. Non-accrual notes that are paid current are moved back into accrual status during the next annual review. |
Property, Equipment, and Softwa
Property, Equipment, and Software, Net - Text Blocks | 12 Months Ended |
Dec. 26, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Software, Net | Property, Equipment, and Software, Net Property, equipment, and software at December 26, 2020, and December 28, 2019 was as follows: (In thousands) 12/26/2020 12/28/2019 Land and land improvements $ 590 $ 1,592 Buildings and building improvements 1,546 7,972 Leasehold improvements 67,627 52,755 Furniture, fixtures, and equipment 71,836 59,254 Software 55,774 42,373 Construction in progress 3,773 1,842 Finance lease asset 2,045 1,984 Property, equipment, and software, gross 203,191 167,772 Less accumulated depreciation and amortization 59,685 17,625 Property, equipment, and software, net $ 143,506 $ 150,147 The software included above includes both internally developed software and purchased software. Included in software are $0.6 million, and $0.1 million of assets that had not been placed into service at December 26, 2020 and December 28, 2019, respectively. During the Transition Period, the Company had an impairment charge of $20.2 million, related to internally developed software that is no longer in use. These amounts are included in selling, general, and administrative expenses, in the accompanying consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Text Blocks | 12 Months Ended |
Dec. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the year ended December 26, 2020 and December 28, 2019 were as follows: (In thousands) 12/26/2020 12/28/2019 Balance at beginning of year $ 134,301 $ 6,566 Acquisitions of assets from franchisees and third parties 1,758 3,658 Buddy's Acquisition — 75,038 Buddy's Partners Acquisition — 7,217 A-Team Leasing Acquisition — 6,287 Sears Outlet Acquisition — 31,028 Vitamin Shoppe Acquisition — 4,951 American Freight Acquisition 334,543 — Disposals and foreign currency changes, net (13,957) (444) Impairments (273) — Purchase price reallocation 605 — Balance at end of year $ 456,977 $ 134,301 The Company performed its annual impairment review of goodwill and recorded impairment expense of $0.3 million, $0.4 million and $0.1 million for the years ended December 26, 2020, April 30, 2019 and April 30, 2018, respectively. The Company did not record impairment expense for the Transition Period. The impairment recorded above was determined using the fair value of the underlying franchise, and where appropriate a discounted cash flow model, and is included in selling, general, and administrative expenses, in the accompanying consolidated statements of operations. Components of intangible assets as of December 26, 2020 and December 28, 2019, were as follows: 12/26/2020 (In thousands) Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount Tradenames (1) 3 years $ 93,702 $ (111) $ 93,591 Customer contracts 6 years 8,780 (2,159) 6,621 Franchise agreements and non-compete agreements 10 years 10,581 (1,569) 9,012 Customer Lists 4 years 3,908 (2,552) 1,356 Reacquired rights 3 years 2,549 (983) 1,566 AD rights 9 years 39,972 (17,423) 22,549 Total intangible assets $ 159,492 $ (24,797) $ 134,695 (1) $70.2 million, $11.1 million and $12.0 million of tradenames were acquired in the American Freight Acquisition, Buddy's Acquisition, and Vitamin Shoppe Acquisition, respectively. These tradenames have an indefinite life and they are tested for impairment on an annual basis. 12/28/2019 (In thousands) Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount Tradenames (1) 3 years $ 23,534 $ (72) $ 23,462 Customer contracts 6 years 12,736 (886) 11,850 Franchise agreements and non-compete agreements 10 years 10,609 (486) 10,123 Customer Lists 4 years 4,338 (2,559) 1,779 Reacquired rights 5 years 11,577 (2,053) 9,524 AD rights 9 years 37,263 (16,411) 20,852 Total intangible assets $ 100,057 $ (22,467) $ 77,590 (1) $11.1 million and $12.0 million of tradenames were acquired in the Buddy's and Vitamin Shoppe Acquisitions, respectively. These tradenames have an indefinite life and they are tested for impairment on an annual basis. For the year ended December 26, 2020, and the Transition Period, the Company recorded intangible assets of $80.5 million and $63.4 million, respectively. The Company reviews amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. During the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018, an impairment analysis was performed for amortizable intangible assets. Write-downs of assets acquired from franchisees relate to Company-owned offices that were subsequently closed and impairment of the fair value of existing assets of Company-owned offices. As a result, the carrying values of assets acquired from franchisees were reduced by $0.3 million, $0.4 million and $0.1 million for the years ended December 26, 2020, April 30, 2019 and April 30, 2018, respectively. The Company did not record impairment expense related to the amortizable intangible assets during the Transition Period. These amounts were included in selling, general, and administrative expenses, in the accompanying consolidated statements of operations. The Company estimated the fair value of assets associated with Company-owned offices based on various models. For the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018, amortization expense was $13.4 million, $4.8 million, $5.2 million, and $5.7 million, respectively. Annual amortization expense for the next five years is estimated to be as follows: (In thousands) As of 12/26/2020: 2021 $ 10,340 2022 7,828 2023 6,665 2024 5,540 2025 3,731 Thereafter 7,291 Total estimated amortization expense $ 41,395 |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Dec. 26, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue The Company adopted ASC 606 "Revenues from Contract with Customers" in the fiscal year ended April 30, 2019. The Company adopted the standard using the modified retrospective method, whereby the cumulative effect of initially adopting the standard was recognized as an adjustment to the opening balance of retained earnings on May 1, 2018 in the amount of $3.8 million, net of tax, with corresponding increases to deferred revenue and notes receivable. Therefore, the results of operations from the comparative period have not been adjusted and continue to be reported under the previous revenue recognition guidance. For details regarding the principal activities from which the Company generates its revenue, see "Note 1 - Organization and Significant Accounting Policies" in this Annual Report. For more detailed information regarding reportable segments, see "Note 16 - Segments." The following represents the disaggregated revenue by reportable segments for the year ended December 26, 2020, the Transition Period, the period May 1, 2018 through December 29, 2018, and years ended April 30 2019, and April 30, 2018: Fiscal Year Ended 12/26/2020 (In thousands) Vitamin Shoppe American Freight Liberty Tax Buddy's Consolidated Retail sales $ 1,035,964 $ 857,955 $ — $ 5,743 $ 1,899,662 Total product revenue 1,035,964 857,955 — 5,743 1,899,662 Franchise fees — — 1,055 99 1,154 Area developer fees — — 3,206 — 3,206 Royalties and advertising fees — — 56,753 9,993 66,746 Financial products — 15,977 31,824 — 47,801 Interest income — 1,287 3,624 — 4,911 Assisted tax preparation fees, net of discounts — — 18,852 — 18,852 Electronic filing fees — — 2,666 — 2,666 Agreement, club and damage waiver fees — — — 12,668 12,668 Warranty revenue — 16,799 — — 16,799 Other revenues — 4,413 4,797 4,562 13,772 Total service and other revenue — 38,476 122,777 27,322 188,575 Rental revenue, net — — — 64,267 64,267 Total rental revenue — — — 64,267 64,267 Total revenue $ 1,035,964 $ 896,431 $ 122,777 $ 97,332 $ 2,152,504 Transition Period From 5/1/2019 - 12/28/2019 Period From 5/1/2018 - 12/29/2018 (In thousands) Vitamin Shoppe American Freight Liberty Tax Buddy's Consolidated Liberty Tax Retail sales $ 30,574 $ 64,067 $ — $ 1,498 $ 96,139 $ — Total product revenue 30,574 64,067 — 1,498 96,139 — Franchise fees — — 922 160 1,082 1,508 Area developer fees — — 2,447 — 2,447 2,175 Royalties and advertising fees — — 3,211 4,042 7,253 3,203 Financial products — — 676 — 676 1,209 Interest income — 267 3,950 — 4,217 4,462 Assisted tax preparation fees, net of discounts — — 1,144 — 1,144 3,079 Electronic filing fees — — 119 — 119 (232) Agreement, club and damage waiver fees — — — 4,937 4,937 — Other revenues — 3,896 2,515 1,449 7,860 1,243 Total service and other revenue — 4,163 14,984 10,588 29,735 16,647 Rental revenue, net — — — 23,636 23,636 — Total rental revenue — — — 23,636 23,636 — Total revenue $ 30,574 $ 68,230 $ 14,984 $ 35,722 $ 149,510 $ 16,647 4/30/2019 4/30/2018 (In thousands) Liberty Tax Franchise fees $ 2,766 $ 1,793 Area developer fees 3,146 2,751 Royalties and advertising fees 63,716 68,559 Financial products 33,478 47,225 Interest income 8,189 9,895 Assisted tax preparation fees, net of discounts 14,611 26,645 Electronic filing fees 2,675 10,772 Other revenues 3,965 7,232 Total service and other revenue $ 132,546 $ 174,872 Contract Balances The following table provides information about receivables and contract liabilities (deferred revenue) from contracts with customers as of December 26, 2020 and December 28, 2019: (In thousands) 12/26/2020 12/28/2019 Accounts receivable $ 58,494 $ 44,333 Notes receivable 44,887 57,495 Deferred revenue 36,511 10,519 Significant changes in deferred revenue as of December 26, 2020 and December 28, 2019 are as follows: (In thousands) 12/26/2020 12/28/2019 Deferred revenue at beginning of period $ 10,519 $ 8,654 Revenue recognized during the period (7,341) (3,308) Deferred revenue from acquisitions and purchase price adjustments 12,515 5,173 New deferred revenue during period 20,818 — Deferred revenue at end of period $ 36,511 $ 10,519 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: (In thousands) Estimate for Fiscal Year 2021 $ 32,776 2022 1,451 2023 1,048 2024 420 2025 263 Thereafter 553 Total $ 36,511 |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Dec. 26, 2020 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | LeasesThe Company's lease portfolio primarily consists of leases for its retail store locations and office space. The Company also leases certain office equipment and vehicles under finance leases. 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, 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. 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 lease costs for leases that were recognized in the accompanying consolidated statement of operations for the year ended December 26, 2020 and the Transition Period were as follows: (In thousands) 12/26/2020 Transition Period Operating lease costs $ 100,342 $ 16,587 Short-term operating lease costs 2,554 4,789 Variable operating lease costs 14,963 2,933 Sublease income (2,653) (2,163) Total operating lease costs $ 115,206 $ 22,146 As of December 26, 2020, maturities of lease liabilities were as follows: (In thousands) Operating leases 2021 $ 182,270 2022 156,803 2023 125,315 2024 90,329 2025 56,185 Thereafter 85,258 Total undiscounted lease payments 696,160 Less interest 157,456 Present value of lease liabilities $ 538,704 Information regarding the weighted-average remaining lease term and the weighted-average discount rate for leases as of December 26, 2020, included a weighted-average remaining lease term of 4.5 years for operating leases and a weighted-average discount rate of 11.04% for operating leases, respectively. The following represents other information pertaining to the Company's lease arrangements for the year ended December 26, 2020: (In thousands) 12/26/2020 Non-cash information on lease liabilities arising from right-of-use assets (1) $ 163,206 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 93,325 |
Long-Term Obligations (Notes)
Long-Term Obligations (Notes) | 12 Months Ended |
Dec. 26, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Long-Term Obligations Long-term obligations as of December 26, 2020 and December 28, 2019 were as follows: (In thousands) 12/26/2020 12/28/2019 Revolving credit facilities $ 78,310 $ 129,260 Term loan, net of debt issuance costs 491,836 268,660 Convertible senior notes — 60,439 Amounts due to former ADs, franchisees and third parties 1,269 1,661 Mortgages 1,691 1,825 Finance lease liability 937 1,775 Total long-term obligations 574,043 463,620 Less current installments 105,388 218,384 Total long-term obligations, excluding current installments $ 468,655 $ 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 February 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 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 27, 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 certain subsidiaries of the Company. 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. 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. The prepayment penalty is recorded in the Other income (expense) line of the consolidated statements of operations for the year ended December 26, 2020. 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. Franchise Group New Holdco New ABL Credit Agreement and New ABL Term Loan On September 23, 2020, the Company, through direct and indirect subsidiaries, entered into an ABL Credit Agreement (the “New ABL Credit Agreement”) with various lenders which provides for a senior secured revolving loan facility (the “New ABL Revolver”) with commitments available to the Company of the lesser of (i) $125.0 million and (ii) a borrowing base based on the eligible credit card receivables, accounts, inventory and revenue due under certain rental agreements, less certain reserves. The New ABL Credit Agreement also includes a $15.0 million swingline subfacility and a $15.0 million letter of credit subfacility. The Company borrowed approximately $32.7 million on September 23, 2020, the proceeds of which were used to prepay certain existing indebtedness under the existing FGNH ABL Credit Agreement (as defined below), to pay fees and expenses in connection with the New ABL Credit Agreement, and for general corporate purposes. The New ABL Revolver will mature on the earlier of September 23, 2025 and the maturity date under the FGNH Credit Agreement (i.e., February 14, 2025), unless the maturity is accelerated subject to the terms set forth in the New ABL Credit Agreement. Borrowings under the New ABL Revolver will bear interest at either (i) a rate per annum based on LIBOR for an interest period of one, two, three or six months (or, if all applicable twelve months), plus an interest rate margin that ranges from 3.50% to 3.75%, depending on the total leverage ratio of the Company, with a 1.00% LIBOR floor (a “New ABL LIBOR Loan”), or (ii) an alternate base rate determined as provided in the New ABL Credit Agreement, plus an interest rate margin that ranges from 2.50% to 2.75%, depending on the total leverage ratio of the Company, with an effective 2.00% alternate base rate floor (a “New ABL ABR Loan”). Interest on New ABL LIBOR Loans is payable in arrears at the end of each applicable interest period (and, with respect to any six- or twelve-month interest period, at three month intervals after the first day of such interest period), and interest on New ABL ABR Loans is payable in arrears on the first day of each month. If the sum of the outstanding principal amount of the outstanding loans (including swingline loans) under the New ABL Revolver and the outstanding amount of letter of credit obligations thereunder exceeds the borrowing base, the Company is required to prepay the loans under the New ABL Revolver (including swingline loans) or cash collateralize letters of credit thereunder in the amount of any such excess. The Company is also required to prepay the loans under the New ABL Revolver, subject to the agreements between the New ABL Credit Agreement lenders and the FGNH Credit Agreement lenders, with the net cash proceeds of certain other customary events (subject to certain customary reinvestment rights). The Company may make voluntary prepayments of the loans under the New ABL Revolver from time to time. Amounts repaid may be re-borrowed, subject to compliance with the borrowing base and the other conditions set forth in the New ABL Credit Agreement. The Company may be required to pay LIBOR breakage and redeployment costs in certain limited circumstances. The New ABL Credit Agreement also includes a covenant that availability must not be less than the greater of $12.5 million and 12.5% of the lesser of $125.0 million and the borrowing base. In addition, the New ABL Credit Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 2.0% interest on the outstanding loans under the New ABL Revolver. 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 senior secured asset based term loan (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. On September 23, 2020, the Company repaid in full all amounts that were outstanding under the FGNH ABL Term Loan and terminated the FGNH ABL Credit Agreement . B. Riley ABL Commitment On May 1, 2020, in connection with the American Freight Acquisition and the ABL Credit Agreement, the Company entered into an Amended and Restated ABL Commitment Letter with B. Riley Financial, Inc. ("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. The ABL Commitment Letter was terminated on September 25, 2020. 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. On May 22, 2020, the Company purchased $5.3 million of the Vitamin Shoppe Term Loan from one of the participating lenders, which effectively retired that portion of the term loan. On August 13, 2020, the Company repaid in full the remaining balance outstanding under the Vitamin Shoppe Term Loan and terminated the Vitamin Shoppe Term Loan Agreement on August 25, 2020. 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 Vitamin Shoppe ABL Revolver also provides for letters of credit. As of December 26, 2020, $8.4 million in committed letters of credit under the facility. 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. Vitamin Shoppe Convertible Senior Notes On December 16, 2019, as part of the Vitamin Shoppe Acquisition, the Company assumed $60.4 million in aggregate principal amount of 2.25% Convertible Senior Notes ("Convertible Notes"). The Convertible Notes had a maturity date of December 1, 2020. Prior to July 1, 2020, the Convertible Notes would have been convertible only under certain circumstances. The Convertible Notes are convertible at an initial conversion rate of 25.1625 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company is required to increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event including customary conversion rate adjustments in connection with a "make-whole fundamental change" as defined. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. On February 7, 2020, the Company completed the repurchase of the Convertible Notes for a purchase price of $60.6 million, which includes accrued interest. Sears Outlet Credit Agreement On October 23, 2019 as part of the Sears Outlet Acquisition, the Company, through indirect subsidiaries, entered into a credit agreement (the “Sears Outlet Credit Agreement”) that provides for a $105.0 million first priority senior secured term loan, net of financing costs of $2.8 million, which matures on October 23, 2023. The Company was in compliance with all covenants of the Sears Outlet Credit Agreement as of December 28, 2019. On February 14, 2020 the Company repaid in full all amounts that were outstanding under the Sears Outlet Credit Agreement and terminated the Sears Outlet Credit Agreement. Buddy's Credit Agreement On July 10, 2019 as part of the Buddy's Acquisition, the Company, through an indirect subsidiary, entered into a Credit Agreement (the "Buddy's Credit Agreement") that provides for an $82.0 million first priority senior secured term loan which matures on July 10, 2024. On August 23, 2019, as part of the 41 stores acquisition from A-Team, the Buddy's Credit Agreement was amended. The amendment provides for a $23.0 million first priority senior secured loan (the “Buddy’s Additional Term Loan”), net of financing costs of $0.4 million. On September 30, 2019, the Buddy's Credit Agreement was further amended to update the agreed consolidated EBITDA figures for September 30, 2018, December 31, 2018, March 31, 2019 and June 30, 2019 and to clarify the circumstances under which acquisitions may be given pro forma effect in the calculation of consolidated EBITDA. The Company was in compliance with all covenants of the Buddy’s Credit Agreement as of December 28, 2019. On February 14, 2020, the Company repaid in full all amounts that were outstanding under the Buddy's Credit Agreement and Buddy's Additional Term Loan and terminated the Buddy's Credit Agreement and Buddy's Additional Term Loan Agreement. 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. 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 Liberty Tax Credit Agreement included customary affirmative, negative, and financial covenants, including the delivery of financial statements and other reports and maintenance of existence. The Company was in compliance with all covenants of the Liberty Tax Credit Agreement as of December 28, 2019. On February 14, 2020, the Company amended certain provisions of the Liberty Tax Credit Agreement to provide for the gradual reduction of the commitments under the Liberty Tax Credit Agreement and terminated the facility on April 30, 2020. Vintage Subordinated Note On May 16, 2019, the Company also entered into a Subordinated Note (the “Subordinated Note”) payable to Vintage Capital Management LLC (“Vintage”). The aggregate principal amount of all loans to be made by Vintage under the Subordinated Note was limited to $10.0 million. Any indebtedness owed to Vintage under the Subordinated Note was subordinate to and subject in right and time of payment to the Revolving Credit Facility. The Company did not make any borrowings under the Subordinated Note. The Subordinated Note was terminated effective with the October 2, 2019 amendment of the Liberty Tax Credit Agreement. Compliance with Debt Covenants The Company's revolving credit and long-term debt agreements impose restrictive covenants on it, including requirements to meet certain ratios. As of December 26, 2020, the Company was in compliance with all covenants under these agreements and, based on a continuation of current operating results, the Company expects to continue to be in compliance for the next 12 months. 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. Aggregate maturities of long-term debt at December 26, 2020 were as follows: Fiscal Year (In thousands) 2021 $ 105,388 2022 25,380 2023 25,174 2024 25,161 2025 391,995 Thereafter 945 Total long-term obligations $ 574,043 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 26, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stockholders' Equity Activity On September 15, 2020, the Company entered into an Underwriting Agreement with B. Riley Securities, Inc. (formerly known as B. Riley FBR) (“B. Riley Securities”), as representative of the underwriters named therein (the “Preferred Stock Underwriters”), to issue and sell an aggregate of 1,200,000 shares of the Company’s 7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share (the “Series A Preferred Stock”), in a public offering at a price to the public of $25.00 per share. The Company also granted the Preferred Stock Underwriters the Option to purchase up to 180,000 additional shares of Series A Preferred Stock for a period of 30 days following September 15, 2020. The offering closed on September 18, 2020, and the net proceeds to the Company from the offering were approximately $28.8 million, after deducting the underwriting discount, a structuring fee and other estimated offering expenses of approximately $1.2 million. On October 15, 2020, the Preferred Stock Underwriters provided notice to purchase an additional 50,000 shares of the Series A Preferred Stock on the terms and subject to the conditions set forth in the Preferred Stock Underwriting Agreement. The Company received proceeds of approximately $1.2 million, net of expenses of less than $0.1 million. On June 25, 2020, the Company entered into an Underwriting Agreement (the "Common Stock Underwriting Agreement") with B. Riley FBR, Inc. ("B. Riley FBR") as representative of the underwriters named therein (the “Common Stock Underwriters”) to issue and sell an aggregate of 4,200,000 shares of the Company's common stock in a public offering at a price of $23.25 per share. In addition, the Company granted the Common Stock Underwriters an option to purchase up to an additional 630,000 shares of the Company's common stock for a period of 30 days from June 25, 2020. The offering closed on June 30, 2020 and the net proceeds to the Company from the offering were approximately $92.2 million, after deducting underwriting discounts and estimated offering expenses of approximately $5.4 million. On July 25, 2020, the Company and B. Riley FBR entered into an Amendment No. 1 to the Common Stock Underwriting Agreement to extend the period during which the Company granted the Common Stock Underwriters the option to 35 days from June 25, 2020, or July 30, 2020. On July 30, 2020, the Common Stock Underwriters provided notice to purchase the additional 630,000 shares of the Company's common stock. On August 3, 2020, the Company received proceeds of approximately $13.8 million, net of underwriting discounts of approximately $0.8 million. 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. On February 7, 2020, investors purchased approximately 3,877,965 shares of the Company's common stock for $65.9 million. The equity financing was done through purchases of shares of common stock of the Company at $12.00 per share under the ECL (as defined below), 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 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. During the first quarter of 2020, the Company also 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 December 26, 2020 and December 28, 2019, are as follows: (In thousands) 12/26/2020 12/28/2019 Foreign currency adjustment $ (1,254) $ (1,496) Interest rate swap agreements, net of tax (145) (42) Total accumulated other comprehensive loss $ (1,399) $ (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. As of December 28, 2019, the Company had an ownership interest of 65.6% in New Holdco and reported a non-controlling interest equal to 34.4%. On March 26, 2020, the Company redeemed 3,937,726 New Holdco units and 787,545 shares of preferred stock for common stock. 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 became the sole owner of 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 Tax Receivable Agreement ("TRA"). The difference of $10.0 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 13 - Income Taxes" for further discussion of the TRA. Preferred Stock The Company has authorized the issuance of 20.0 million shares of preferred stock. Preferred stock outstanding for the periods ended December 26, 2020 and December 28, 2019 is as follows: Preferred Stock 12/26/2020 12/28/2019 Voting Non-economic Preferred Stock, par value $0.01 per share — 1,886,667 Series A Preferred Stock, par value $0.01 per share 1,250,000 — Shares outstanding 1,250,000 1,886,667 Net Income (Loss) per Share Prior to 2019, due to the Company having Class A and Class B common stock, net income (loss) was computed using the two-class method. Basic net income (loss) per share was computed by allocating undistributed earnings to common stock and participating securities (exchangeable shares) and using the weighted-average number of common stock outstanding during the period. Undistributed losses were not allocated to participating securities because they do not meet the required criteria for such allocation. The rights, including liquidation and dividend rights, of the holders of Class A and Class B common stock were identical, with the exception of the election of directors. As a result, the undistributed earnings were allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year had been distributed. Participating securities had dividend rights that were identical to Class A and Class B common stock. At December 28, 2019, the Company no longer had any outstanding Class B common stock or exchangeable shares. In addition, the Preferred Stock of the Company does not share in any income or loss and therefore is not a participating security but is a potentially dilutive security upon exchange to common stock. 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 Class A common stock assumed the conversion of Class B common stock, exchangeable shares, and Preferred Stock, if dilutive, while the diluted net loss per share of Class B common stock did not assume conversion of those shares. The computation of basic and diluted net income per share for the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018 is as follows: 12/26/2020 (In thousands, except for share and per share amounts) Common stock Basic net income per share: Numerator Allocation of undistributed income attributable to Franchise Group $ 25,064 Less: Preferred dividend declared 755 Net income attributable to Franchise Group common stockholders 24,309 Denominator Weighted-average common shares outstanding 34,531,362 Basic net income per share $ 0.70 Diluted net income per share: Numerator Allocation of undistributed earnings for basic computation $ 24,309 Denominator Number of shares used in basic computation 34,531,362 Weighted-average effect of dilutive securities Employee stock options and restricted stock units 440,573 Weighted-average dilutive shares outstanding 34,971,935 Diluted net income per share $ 0.70 12/28/2019 (In thousands, except for share and per share amounts) Common stock Basic and diluted net loss per share Numerator Allocation of undistributed loss attributable to Franchise Group $ (68,427) Net loss attributable to common stockholders (68,427) Denominator Weighted-average common shares outstanding 16,669,065 Basic and diluted net loss per share $ (4.11) 4/30/2019 (In thousands, except for share and per share amounts) Common stock Basic and diluted net loss per share: Numerator Allocation of undistributed loss $ (2,156) Net loss attributable to common stockholders (2,156) Denominator Weighted-average common shares outstanding 13,800,884 Basic and diluted net loss per share $ (0.16) 4/30/2018 (In thousands, except for share and per share amounts) Class A common stock Class B common stock Basic net income per share: Numerator Allocation of undistributed income $ 133 $ 2 Amounts allocated to participating securities: Exchangeable shares (10) — Net income attributable to common stockholders 123 2 Denominator Weighted-average common shares outstanding 12,728,762 200,000 Basic net income per share $ 0.01 $ 0.01 Diluted net income per share: Numerator Allocation of undistributed earnings for basic computation $ 123 $ 2 Reallocation of undistributed earnings as a result of assumed conversion of: Class B common stock to Class A common stock 2 — Exchangeable shares to Class A common stock 10 — Net income attributable to stockholders $ 135 $ 2 Denominator Number of shares used in basic computation 12,728,762 200,000 Weighted-average effect of dilutive securities: Class B common stock to Class A common stock 200,000 — Exchangeable shares to Class A common stock 1,000,000 — Employee stock options and restricted stock units 48,986 703 Weighted-average diluted shares outstanding 13,977,748 200,703 Diluted net income per share $ 0.01 $ 0.01 Diluted net income per share excludes the impact of shares of potential common stock from the exercise of options and vesting of restricted stock units to purchase 206,899 and 524,649 shares for the Transition Period and year ended April 30, 2019, respectively, because the effect would be anti-dilutive. |
Stock Compensation Plan - Text
Stock Compensation Plan - Text Blocks | 12 Months Ended |
Dec. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plan | Stock Compensation Plan 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 December 26, 2020 and December 28, 2019, 4,062,558 and 4,398,334 shares of common stock remained available for grant, respectively. Stock Options The following table summarizes the information for options granted in the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018: 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Weighted-average fair value of options granted $— $4.66 $2.18 $3.16 Dividend yield —% —% 5.3% - 7.2% 4.5% - 5.9% Expected volatility —% 44.9% 38.3% - 44.7% 36.8% - 51.3% Expected terms 0 years 5 years 5 - 6 years 5 - 6 years Risk-free interest rates —% 1.7% 2.7% - 2.8% 1.9% - 2.1% Stock option activity during the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: Number of options Weighted-average exercise price Outstanding at April 30, 2017 1,387,331 $ 18.02 Granted 272,502 13.25 Exercised (9,000) 10.51 Forfeited or expired (1,178,330) 17.22 Outstanding at April 30, 2018 472,503 17.41 Granted 704,514 10.20 Exercised (14,069) 10.90 Forfeited or expired (366,704) 17.99 Outstanding at April 30, 2019 796,244 10.88 Granted 88,340 11.93 Exercised (207,802) 10.60 Forfeited or expired (216,497) 12.87 Outstanding at December 28, 2019 460,285 10.28 Granted — — Exercised (50,278) 10.35 Forfeited or expired (18,598) 11.93 Outstanding at December 26, 2020 391,409 $ 10.19 Intrinsic value is defined as the fair value of the stock less the cost to exercise. The total intrinsic value of options exercised in the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018 was $0.6 million , $0.3 million, $0.1 million and $0.1 million. The total intrinsic value of stock options outstanding at December 26, 2020 was $7.2 million. Stock options vest from the date of grant to three years after the date of grant and expire from 4 to 5 years after the vesting date. Nonvested stock options (options that had not vested in the period reported) activity during the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: Nonvested options Weighted-average exercise price Outstanding at April 30, 2017 678,118 $ 15.88 Granted 272,502 13.25 Vested (563,118) 14.61 Forfeited (120,069) 20.73 Outstanding at April 30, 2018 267,433 14.27 Granted 704,514 10.20 Vested (92,207) 9.49 Forfeited (225,226) 14.22 Outstanding at April 30, 2019 654,514 10.35 Granted 88,340 11.93 Vested (374,942) 10.77 Forfeited (152,905) 10.55 Outstanding at December 28, 2019 215,007 10.11 Granted — — Vested (133,075) 10.46 Forfeited (18,598) 11.93 Outstanding at December 26, 2020 63,334 $ 8.83 At December 26, 2020, unrecognized compensation cost related to non-vested stock options was less than $0.1 million. These costs are expected to be expensed through fiscal 2021. The following table summarizes information about stock options outstanding and exercisable at December 26, 2020. Options outstanding Options exercisable Range of Exercise Prices Number of options outstanding Weighted-average exercise price Weighted-average remaining contractual life (in years) Number of options exercisable Weighted-average exercise price 0.00 - 10.89 217,500 $ 8.77 4.2 154,166 $ 8.74 10.90 - 16.38 173,909 11.98 3.2 173,909 11.98 391,409 $ 10.19 328,075 $ 10.46 Restricted Stock Units The Company has awarded service-based restricted stock units ("RSUs") and performance restricted stock units ("PRSUs") to its non-employee directors, officers and certain employees. The Company recognizes expense based on the estimated fair value of the RSUs or PRSUs granted over the vesting period on a straight-line basis. The fair value of RSUs and PRSUs is determined using the Company's closing stock price on the date of the grant. At December 26, 2020, unrecognized compensation cost related to RSUs and PRSUs was $4.3 million and $11.9 million, respectively. These costs are expected to be recognized through fiscal 2023. The following table summarizes the status of service-based RSU activity during the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018: Number of RSUs Weighted-Average Fair Value at Grant Date Balance at April 30, 2017 176,396 $ 13.61 Granted 192,560 12.21 Vested (187,364) 13.04 Forfeited (54,562) 13.34 Balance at April 30, 2018 127,030 12.48 Granted 147,991 10.40 Vested (28,029) 13.47 Forfeited (78,200) 12.31 Balance at April 30, 2019 168,792 10.56 Granted 153,085 14.10 Vested (80,549) 10.73 Forfeited (36,122) 10.72 Balance at December 28, 2019 205,206 13.11 Granted 192,809 24.83 Vested (85,911) 12.67 Forfeited (15,957) 19.69 Balance at December 26, 2020 296,147 $ 20.51 The following table summarizes the status of PRSU activity during the year ended December 26, 2020 and the Transition Period: Number of PRSUs Weighted-Average Fair Value at Grant Date Balance at April 30, 2019 — $ — Granted 465,833 14.40 Vested — — Forfeited — — Balance at December 28, 2019 465,833 14.40 Granted 154,904 24.84 Vested — — Forfeited (2,000) 14.40 Balance at December 26, 2020 618,737 $ 17.00 Stock Compensation Expense The Company recorded $9.5 million, $3.1 million, $1.0 million and $3.7 million of expense related to stock awards for the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 26, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsFair 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 December 26, 2020, and December 28, 2019. 12/26/2020 (In thousands) Total Level 1 Level 2 Level 3 Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue $ 9,669 $ — $ — $ 9,669 Total nonrecurring assets $ 9,669 $ — $ — $ 9,669 Recurring liabilities: Contingent consideration included in obligations due former ADs, franchisees and others $ 317 $ — $ — $ 317 Interest rate swap agreement 145 — 145 — Total recurring liabilities $ 462 $ — $ 145 $ 317 12/28/2019 (In thousands) Total Level 1 Level 2 Level 3 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 Recurring liabilities: Contingent consideration included in obligations due 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 year ended December 26, 2020 and the Transition Period. 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. Impaired goodwill, reacquired rights, and customer lists: Goodwill, reacquired rights, and customer lists associated with a Company-owned office are considered to be impaired if the net carrying amount exceeds the fair value of the underlying office. In establishing the fair value of the underlying office, consideration is given to the related net fees, subjected to a floor of the value of a new franchise. Assets held for sale: Assets held for sale are recorded at the lower of the carrying value of the expected sales price, less costs to sell, which approximates fair value. 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). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Overview The Company is subject to U.S. federal, state and foreign income taxes with respect to its allocable share of any taxable income or loss of New Holdco through April 1, 2020 and income or loss from its operations subsequent to that date through December 26, 2020. The non-controlling members of New Holdco exercised their right to exchange units for stock in Franchise Group, Inc., terminating the partnership on April 1, 2020. The Company generally does not pay income taxes on its taxable income in most jurisdictions due to its net operating loss carryforwards. Additionally, the Company owns stock of two legal entities in Canada which are taxed as corporations. In addition, the impact of the American Freight Acquisition has been considered for the year ended December 26, 2020. The Company recorded an additional $10.5 million deferred tax liability to account for cumulative temporary differences resulting from the American Freight Acquisition. This entity was taxed as a corporation through April 25, 2020. Subsequent to that date, it is a disregarded entity owned by Franchise Group, Inc. TRA 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 year ended December 26, 2020, the Company acquired an aggregate of 9,433,332 New Holdco units, which resulted in an increase in the tax basis of its investment in New Holdco subject to the provisions of the TRA. In the year ended December 26, 2020, the Company recognized a total liability in the amount of $16.8 million for the payments due to the redeeming members under the Tax Receivable Agreement ("TRA Payments"), representing 40% of the cash savings it expects to realize from the tax basis increases related to the redemption of New Holdco units. TRA Payments will be made when such TRA related deductions actually reduce the Company’s income tax liability. No payments were made to members of New Holdco pursuant to the TRA during the year ended December 26, 2020. Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company has obtained an increase in its share of the tax basis in the net assets of New Holdco when the New Holdco units were redeemed or exchanged by the non-controlling interest holders and other qualifying transactions. The Company has treated the redemptions and exchanges of New Holdco units by the non-controlling interest holders as direct purchases of New Holdco units for U.S. federal income tax purposes. This increase in tax basis will reduce the amounts that it 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. The tax benefit associated with this increase in tax basis is offset with a full valuation allowance as of December 26, 2020. CARES Act The Coronavirus, Aid, Relief, and Economic Security, or 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 5 years. The Company recorded a total income tax benefit of $52.3 million during the year associated with the income tax components contained in the Act. As of December 26, 2020, the Company has completed an initial analysis of the tax effects of the Act but continues to monitor developments by federal and state rule making 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. Tax Cuts and Jobs Act of 2017 The Tax Act was enacted in the U.S. on December 22, 2017. The Tax Act reduced the U.S. federal corporate income tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign-sourced earnings. Under the applicable accounting guidance, the Company accounted for the effects of the changes in the U.S. tax law in the period in which they were enacted, which was the third quarter of fiscal 2018. Due to the complexities associated with understanding and applying various aspects of the new law, the SEC issued guidance in SAB 118 allowing a measurement period of no more than one year from the date of enactment of the new law to complete all adjustments to amounts recorded on a provisional basis. SAB 118 measurement period The Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act throughout 2018. As of January 31, 2018, the Company recorded provisional amounts for all the enactment-date income tax effects of the Tax Act under ASC 740, Income Taxes, for the remeasurement of deferred tax assets and liabilities and a one-time transition tax. As of January 31, 2019, the Company completed its accounting for all of the enactment-date income tax effects of the Tax Act. As further discussed below, during 2018 and the first month of 2019, the Company recognized adjustments to the provisional amounts initially recorded at January 31, 2018 and included these adjustments as a component of income tax expense from continuing operations. One-time transition tax The one-time transition tax is based on the Company’s total post-1986 earnings and profits, the tax on which the Company previously deferred from U.S. income taxes under U.S. law. The Company recorded a provisional amount for its one-time transition tax liability for each of its foreign subsidiaries, resulting in a transition tax liability of $1.2 million at January 31, 2018. Upon further analyses of the Tax Act and notices and regulations issued and proposed by the U.S. Department of the Treasury and the Internal Revenue Service, the Company finalized its calculations of the transition tax liability during 2018. The Company increased its January 31, 2018 provisional amount by $0.2 million, which is included as a component of income tax expense from continuing operations. The Company elected to pay its transition tax over the eight-year period provided in the Tax Act. Deferred tax assets and liabilities As January 31, 2018, the Company remeasured certain deferred tax assets and liabilities based on the rates at which they were expected to reverse in the future (which was generally 21%), by recording a provisional income tax benefit of $1.6 million. Upon further analysis of certain aspects of the Tax Act and refinement of its calculations during the 12 months ended April 30, 2019, the Company adjusted its provisional amount by increasing the income tax benefit by $1.2 million, which is included as a component of income tax expense from continuing operations. Global intangible low-taxed income (GILTI) The Tax Act subjects a U.S. shareholder to tax on GILTI earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company elected to account for GILTI in the year the tax is incurred as a period cost. Components of income tax expense for the fiscal year ended December 26, 2020, the Transition Period, and years ended April 30, 2019, and April 30, 2018 were as follows: (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Current: Federal $ (61,254) $ — $ (2,400) $ 4,895 State 615 56 (648) 1,097 Foreign 1,071 (740) 623 723 Current Tax expense (59,568) (684) (2,425) 6,715 Deferred: Federal 3,931 (3,982) 545 (2,125) State (2,150) (5,857) (29) (69) Foreign (183) 78 70 (175) Deferred tax expense (benefit) 1,598 (9,761) 586 (2,369) Total income tax expense (benefit) $ (57,970) $ (10,445) $ (1,839) $ 4,346 For the year ended December 26, 2020, Transition Period, and years ended April 30, 2019, and April 30, 2018, income before taxes consisted of the following: (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 U.S. operations $ (34,989) $ (112,886) $ (6,229) $ 3,176 Foreign operations 4,173 (2,025) 2,234 1,305 Income (loss) before income taxes $ (30,816) $ (114,911) $ (3,995) $ 4,481 Income tax benefit differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pre-tax income from continuing operations as a result of the following for years ended December 26, 2020 and December 28, 2019 are as follows: (In thousands) 12/26/2020 12/28/2019 Computed "expected" income tax benefit $ (6,471) $ (24,131) Increase (decrease) in income taxes resulting from: State income taxes, net of federal benefit (1,187) (5,801) Nondeductible expenses 96 244 Stock compensation expense 11 (11) GILTI 413 — Transaction costs 392 — Permanent goodwill on sale of Buddy's stores 1,062 — Foreign tax rate differential 230 (142) Remeasurement of deferreds — (478) CARES Act (52,337) — Non-controlling interest in New Holdco (1,018) — Research credit (676) — Return to provision — 623 Decrease in DTL due to change in tax status (8,882) — Decrease to valuation allowance due to change in tax status 8,882 7,495 Decrease in valuation allowance due to CARES Act (11,417) Increase in valuation allowance due to operations 2,456 11,417 Increase in DTL for current year activity 10,254 — Other 222 339 Total income tax benefit $ (57,970) $ (10,445) The tax effect of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities that give rise to significant portions of deferred tax assets and liabilities as of December 26, 2020 and December 28, 2019 are as follows: (In thousands) 12/26/2020 12/28/2019 Federal and state net operating loss carryforward $ 19,364 $ 22,521 Section 743 adjustment 39,974 Interest expense carryforward 559 1,429 State bonus depreciation 4,791 3,179 Equity compensation 2,316 — Inventory 5,793 — Goodwill, intangible assets, and assets held for sale (Canada) 33 32 R&D Credits 601 — Deferred revenue 1,056 — Accrued expenses and reserves 4,212 6 Property, equipment and software (Canada) 115 119 Allowances 4,272 — Unrealized gain/loss 29 89 Lease liability (ASC 842) 138,850 — Other 2 — Total deferred tax assets (before valuation allowance) 221,967 27,375 Valuation allowance (53,004) (11,417) Total deferred tax assets (after valuation allowance) 168,963 15,958 Deferred tax liabilities Property, equipment and software (U.S.) (30,147) — Goodwill, intangible assets, and assets held for sale (U.S.) (16,678) — Right-of-use assets (ASC 842) (131,637) — Prepaid expenses (2,620) — Investment in New Holdco — (15,958) Total deferred tax liabilities (181,082) (15,958) Net deferred tax liability $ (12,119) $ — In assessing the realizability of the gross deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company increased its valuation allowance by $41.6 million, of which $0.1 million was charged to continuing operations. As of December 26, 2020, the Company has gross U.S. federal net operating losses of $76.2 million, state net operating losses of $51.2 million, a portion of which will begin to expire in 2024. The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, during 2019. This ownership change has and will continue to subject the Company's net operating loss carry forwards to an annual limitation, which may restrict the Company's ability to use them to offset its taxable income in periods following the ownership change. As of December 26, 2020, the Company has $0.6 million of research credit carryforwards, which will begin to expire in 2035. The Company adopted the accounting and disclosure requirements for uncertain tax positions, which require a two-step approach to evaluate tax positions. This approach involves recognizing any tax positions that are more likely than not to occur and then measuring those positions to determine the amounts to be recognized in the financial statements. The Company increased reserves for uncertain tax positions by $0.1 million as of December 26, 2020. However, the Company maintained its position of $0.2 million related to its Canadian entity. A reconciliation of the beginning and ending balance of the gross liability for uncertain tax positions for the fiscal years ended December 26, 2020 and December 28, 2019, is as follows: (In thousands) 12/26/2020 12/28/2019 Liability for uncertain tax positions, beginning of year $ 461 $ 153 Decreases related to current year positions (104) — Increases related to prior year positions — 308 Liability for uncertain tax positions, end of year $ 357 $ 461 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 26, 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. Brian Kahn and Andrew Laurence As of December 26, 2020, Mr. Kahn held approximately 32.5% of the aggregate ownership of the Company's common stock directly or through entities under his control, including Vintage. Vintage and its affiliates held approximately 19.0% of the aggregate voting power of the Company through their ownership of common stock as of December 26, 2020. Mr. Kahn and Mr. 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. Buddy's Acquisition. On July 10, 2019, the Company completed the Buddy's Acquisition. Vintage and other entities controlled by Mr. Kahn owned approximately 60% of Buddy's. For more information about the Buddy's Acquisition, please see "Note 2 - Acquisitions". Vitamin Shoppe Acquisition and Related Transactions. On August 7, 2019, the Company entered into an agreement to acquire Vitamin Shoppe through the Vitamin Shoppe Acquisition. Vintage had an approximately 15% equity ownership in Vitamin Shoppe. In addition, a Vintage affiliate entered into a binding equity commitment letter pursuant to which it agreed to finance up to $70.0 million in equity to complete the Vitamin Shoppe Acquisition and the repayment of the existing Vitamin Shoppe convertible notes (the “Vitamin Shoppe equity commitment”). Pursuant to the Vitamin Shoppe equity commitment, the Vintage affiliate or its designated co-investors agreed to purchase up to $70.0 million of the Company’s common stock at a purchase price of $12.00 per share to finance the Vitamin Shoppe Acquisition. On December 6, 2019, Vintage affiliates purchased an aggregate of 937,500 shares of the Company's common stock for $11.3 million and co-investors purchased 1,501,248 shares of the Company's common stock for $19.9 million under the Vitamin Shoppe equity commitment. For more information on the Vitamin Shoppe Acquisition, please see "Note 2 - Acquisitions". Stock Subscription Agreements. Affiliates of Vintage purchased 2,083,333.33 shares of the Company's common stock for $25.0 million under the Closing Subscription Agreement on July 10, 2019. On October 21, 2019 and October 23, 2019, a Vintage affiliate and Brian Kahn and Lauren Kahn purchased an aggregate of 2,333,333.33 shares of the Company's common stock for $28.0 million under a subscription agreement dated August 7, 2019 with the Company. On December 6, 2019, Vintage affiliates purchased an aggregate of 937,500 shares of the Company's common stock for $11.3 million under a subscription agreement dated August 7, 2019 with the Company. 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 Partner Acquisition. On September 30, 2019, the Company completed the Buddy's Partner Acquisition. As consideration for the acquisition, the sellers, which included Vintage and affiliates, received 1,350,000 New Holdco units and 270,000 shares of Preferred Stock. For more information about the Buddy's Partner Acquisition please see "Note 2 - Acquisitions". Buddy's Franchises. Mr. Kahn had an equity interest in an entity that owned three Buddy's franchises. The entity sold the franchisees on June 26, 2020 and Mr. Kahn no longer has an interest in any franchises of the Company. 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. M. Brent Turner On October 2, 2019, Mr. Turner was appointed as President and Chief Executive Officer of Liberty Tax Service. Mr. Turner is also a majority owner of Revolution Financial, Inc. and previously served as its Chief Executive Officer. The Company is a participant in the following related party transactions with Mr. Turner during the year ended December 26, 2020 and the Transition Period: Revolution Financial Services Agreement. The Company entered into a one-year Services Agreement (the “Revolution Agreement”) with Revolution Financial, Inc. (“Revolution”) effective as of 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 Revolution Agreement expired on August 23, 2020. During the life of the Revolution Agreement the Company did not earn any revenue or receive any payments under the agreement. Revolution Financial Tax Program Agreement . The Company entered into a one-year Tax Program Agreement (the “Revolution Tax Program Agreement”) with Revolution effective as of November 20, 2020. The Revolution Tax Program Agreement allows Revolution to use Liberty’s tax preparation systems, certain identified intellectual property licensed from Liberty, and other expertise from Liberty to offer tax preparation services to consumers in Revolution locations. Pursuant to the terms provided in the Revolution Tax Program Agreement, (i) Revolution will pay to Liberty 60% of the Gross Receipts (as defined in the Revolution Tax Program Agreement) generated by the tax preparation services provided as part of the program, (ii) the Company will pay up to $5,000.00 per Revolution location towards the cost associated with replacing the exterior signage of Revolution locations with Liberty branded signage, and (iii) the Company will pay 60%, and Revolution will pay 40%, of the costs associated with local store marketing materials. As of December 26, 2020, the Company had not earned any revenue or incurred any expenses related to the Revolution Tax Program Agreement. Revolution Financial Loan Program Agreement . The Company entered into a one-year Loan Program Agreement (the “Revolution Loan Program Agreement”) with Revolution effective as of December 2, 2020. The Revolution Loan Program Agreement provides that Revolution will use its lending platform and expertise to offer consumer lending in Liberty locations. Pursuant to the terms provided in the Revolution Loan Program Agreement, the Company and/or its franchisees will pay to Revolution a one-time fee of ten thousand dollars ($10,000) software license fee for each location that participates in the program. Revolution shall pay a management fee to the Company and/or franchisee in an amount equal to fifty percent (50)% of the monthly Net Revenue (as defined in the Revolution Loan Program Agreement) during each calendar month (or portion thereof). Revolution Financial Canada Loan Program Agreement . The Company entered into a Loan Program Agreement with Revolution (the “Revolution Canada Loan Program Agreement”) commencing on January 31, 2021 and continuing until April 30, 2021. Under the Revolution Canada Loan Program Agreement, the Company, through its subsidiary, Liberty Tax Service, Inc. is (i) arranging for Revolution to provide up to $20.0 million of loans to its Canadian franchisees to fund the tax rebate discounting services, and (ii) agreeing to provide various services in connection with loans, including facilitating repayment of loans from the tax refund proceeds. In addition to providing loan servicing, the Company is paying Revolution $0.2 million as a facility arrangement fee. At the conclusion of the term of the Loan Program Agreement, Revolution shall pay to the Company a servicing fee in an amount equal to the difference between $0.2 million minus the aggregate interest and origination fees received by Revolution from participating franchisees in connection with the loans; provided, however, that (i) if such difference is a negative number, Revolution shall pay Liberty $0.2 million, and (ii) if there exists any principal loan losses at such time, Revolution may offset such principal loan losses against any servicing fee due to Liberty. Bryant Riley (former director) Mr. Riley, through controlled entities or affiliates held approximately 11.3% of the aggregate ownership of the Company's common stock as of December 26, 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 FGNH Credit Agreement and a $100.0 million FGNH ABL Term Loan with an entity controlled by Mr. Riley acting as the administrative agent. During the year ended December 26, 2020, the Company borrowed and repaid an $11.0 million promissory note with an entity controlled by Mr. Riley. On September 23, 2020, the Company repaid in full all amounts that were outstanding under the FGNH ABL Term Loan and terminated the FGNH ABL Credit Agreement . Stock Subscription Agreements. On February 7, 2020, Mr. Riley, and entities or affiliates of Mr. Riley purchased 669,678 shares of the Company's common stock for $11.4 million under the Equity Financing as defined above in "Note 10 - Stockholder's Equity". Fee Letters. On February 14, 2020, the Company entered into a fee letter with B. Riley pursuant to which B. Riley was entitled to receive $5.0 million for advisory services provided for the American Freight Acquisition. B. Riley received payment for these services on June 26, 2020. 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 as part of the Equity Financing (as defined above in "Note 10 - Stockholder's Equity"). On January 11, 2021, the Company entered into a fee letter with B. Riley pursuant to which B. Riley was entitled to receive $250,000 for advisory services provided in connection with the Company's preferred equity offering. 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 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. The ABL Commitment Letter was terminated on September 25, 2020. Underwritten Offering of Common Stock. On June 30, 2020, the Company completed an underwritten offering of its common stock in which B. Riley FBR, an affiliate of B. Riley, acted as representative of the underwriters. In connection with the offering, B. Riley FBR and the other underwriters in the offering were entitled to an underwriting discount of approximately $5.4 million and reimbursement of certain out-of-pocket expenses incurred in connection with the offering. September 2020 Underwritten Offering of Preferred Stock. On September 18, 2020, the Company completed an underwritten offering of its Series A Preferred Stock in which B. Riley Securities, an affiliate of B. Riley, acted as representative of the underwriters. In connection with the offering, B. Riley Securities and the other underwriters in the offering were entitled to an underwriting discount and reimbursement of certain out-of-pocket expenses incurred of approximately $0.9 million and B. Riley Securities was entitled to an advisory fee of approximately $0.3 million. bebe Acquisition of 47 Buddy's Stores. The Company sold 47 Buddy's locations to bebe for $35.0 million. B. Riley is partial owner of bebe. The deal was funded by B. Riley including a 1.5 million primary share purchase for $5 per share, cash on hand, and a $22.0 million secured loan. January 2021 Underwritten Offering of Preferred Stock. On January 11, 2021, the Company reopened its original issuance of the Series A Preferred Stock, which closed on September 18, 2020 as noted above. The Company completed the reopened underwritten offering on January 15, 2021 in which B. Riley Securities, an affiliate of B. Riley, acted as representative of the underwriters. In connection with the offering B. Riley Securities and the other underwriters in the offering were entitled to an underwriting discount and reimbursement of certain out-of-pocket expenses incurred of approximately $3.0 million and B. Riley Securities was entitled to a structuring fee of $0.3 million. Steve Belford The Company's American Freight segment leases retail space and purchases inventory from entities either fully or partially owned by Steve Belford, the former Chief Executive Officer of American Freight. Mr. Belford's employment with American Freight ended on April 6, 2020. The amounts the Company's American Freight segment paid these entities prior to Mr. Belford's departure from the Company were immaterial. 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. There were no amounts paid or due under the TRA to the Buddy's Members as of and during the period ended December 28, 2019. Amounts due under the TRA to the Buddy's Members as of December 26, 2020, were $16.8 million which is recorded in "Other non-current liabilities" in the accompanying condensed consolidated balance sheets. No payments were made to former members of New Holdco pursuant to the TRA during the year ended December 26, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 26, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of operations, the Company may become or is 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 except as provided below. 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, 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 attorneys' fees. Plaintiff’s opening brief was filed on June 8, 2020. Defendant's opposition was filed on July 23, 2020, and Plaintiff’s reply was due on or before August 6, 2020. The Court held oral arguments on August 18, 2020 and reserved decision on Plaintiff’s motion for interim fees. On September 29, 2020, the parties agreed to settle this matter in principle and the matter has been stayed pending the parties’ filing of settlement papers. The settlement is expected to contain broad and customary releases. A Scheduling Order was issued by the court on January 7, 2021 for the settlement hearing to be held on April 16, 2021 to approve the settlement. Despite the parties' desire to settle the matter, there is no assurance that the settlement will be approved by the Delaware Court of Chancery. The Company does not expect the proposed settlement to be material to the Company. As of December 26, 2020, the Company had accrued $0.5 million related to this case, which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheet. 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. Discovery in this matter is ongoing and the parties have agreed to participate in a mediation currently scheduled to take place in May 2021. 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. 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. On December 3, 2020 the court entered a Case Management Order whereby the Court set a tentative trial date to start on either March 15, 2021 or March 29, 2021 and a pre-trial conference scheduled for either February 26, 2021 or March 12, 2021. The Company also filed a motion for partial summary judgment in December of 2020. The Court held oral arguments on that motion on January 19, 2021, which remains pending before the Court. The Company disputes these claims and intends to defend the matter vigorously. 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) | 12 Months Ended |
Dec. 26, 2020 | |
Segment Reporting [Abstract] | |
Segments | 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 10, 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 10, 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 banner. American Freight provides in-store and online access to purchase new, one-of-a-kind, out-of-box, discontinued, obsolete, reconditioned, overstocked, scratched and dented household appliances and unbranded furniture and mattresses at value prices. The American Freight segment consists of our operations under the "American Freight" banner 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 revenue, depreciation, amortization, and impairment charges and 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: Twelve Months Ended Transition Period From 5/1/2019 - Twelve Months Ended (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Total revenue: Vitamin Shoppe $ 1,035,964 $ 30,574 $ — $ — American Freight 896,431 68,230 — — Liberty Tax 122,777 14,984 132,546 174,872 Buddy's 97,332 35,722 — — Consolidated total revenue $ 2,152,504 $ 149,510 $ 132,546 $ 174,872 Depreciation, amortization, and impairment charges by segment are as follows: Twelve Months Ended Transition Period From 5/1/2019 - Twelve Months Ended (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Depreciation, amortization, and impairment charges: Vitamin Shoppe $ 40,289 $ 986 $ — $ — American Freight 6,202 549 — — Liberty Tax 10,391 28,501 14,084 14,416 Buddy's 5,661 2,365 — — Consolidated depreciation, amortization, and impairment charges: $ 62,543 $ 32,401 $ 14,084 $ 14,416 Operating income (loss) by segment are as follows: Twelve Months Ended Transition Period From 5/1/2019 - Twelve Months Ended (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Income (loss) from operations: Vitamin Shoppe $ 5,371 $ (13,509) $ — $ — American Freight 40,348 (18,539) — — Liberty Tax 23,611 (69,590) (859) 7,599 Buddy's 20,364 3,172 — — Total Segments 89,694 (98,466) (859) 7,599 Corporate (13,572) (7,133) — — Consolidated income (loss) from operations $ 76,122 $ (105,599) $ (859) $ 7,599 Total assets by segment are as follows: (In thousands) 12/26/2020 12/28/2019 Total assets: Vitamin Shoppe $ 607,148 $ 679,646 American Freight 801,731 267,176 Liberty Tax 90,565 123,576 Buddy's 137,698 188,941 Total Segments 1,637,142 1,259,339 Corporate 200,519 39,206 Consolidated total assets $ 1,837,661 $ 1,298,545 Goodwill by segment is as follows: (In thousands) 12/26/2020 12/28/2019 Goodwill: Vitamin Shoppe $ 1,277 $ 4,951 American Freight 367,882 31,028 Liberty Tax 8,719 9,780 Buddy's 79,099 88,542 Consolidated goodwill $ 456,977 $ 134,301 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 26, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On December 27, 2020, the Company completed the acquisition of FFO, a regional retailer of furniture and mattresses, for an all cash purchase price of $13.8 million. The Company acquired 31 operating locations which will be rebranded to its American Freight segment in the first quarter of 2021. On January 15, 2021, the Company completed a public offering of 3.3 million shares of its Series A Preferred Stock with net cash proceeds to the Company of approximately $79.7 million, after deducting underwriting discounts, an advisory fee and estimated offering expenses totaling approximately $3.2 million. On January 25, 2021, the Company entered into a definitive agreement to acquire Pet Supplies Plus (“PSP”), a leading omnichannel retail chain and franchisor of pet supplies and services, in an all cash transaction valued at approximately $700.0 million from affiliates of Sentinel Capital Partners. Additionally, the Company estimates that the net present value of the tax benefits related to the PSP acquisition are expected to be approximately $100.0 million. In connection with the signing of the definitive agreement, the Company entered into commitments with its lenders for $1,300.0 million in new term loan credit facilities to refinance its existing term loan and provide PSP acquisition financing. This includes commitments from B. Riley for up to $300.0 million in unsecured financing. The transaction closed on March 10, 2021. Preliminary purchase price information is not available at this time due to the closing being on the same date as this filing. On February 21, 2021, the Company entered into a definitive agreement with NextPoint Acquisition Corp., a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia ("Purchaser") to sell its Liberty Tax segment for a total preliminary purchase price of $243.0 million, consisting of approximately $182.0 million in cash and an equity interest in the Purchaser worth an estimated $61.0 million at the time of signing. In connection with the transaction, the Company expects to enter into a transition service agreement with the Purchaser, pursuant to which each party will provide certain transition services to each other. The Company expects the transaction to close in the second quarter of 2021. |
Organization and Significant _2
Organization and Significant Accounting Policies - Policy Text Blocks (Policies) | 12 Months Ended |
Dec. 26, 2020 | |
Accounting Policies [Abstract] | |
Organization and Plan of Reorganization | 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"). On October 23, 2019, the Company completed the acquisition of the Sears Outlet ("Sears Outlet") business from Sears Hometown and Outlet Stores, Inc. (included in the results of operations of the American Freight segment). On December 16, 2019, the Company completed its acquisition of The Vitamin Shoppe, Inc. ("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”. New Holdco holds all of the Company’s operating subsidiaries. |
Segment Reporting | Segment Information. The Company currently operates in four reportable segments: Vitamin Shoppe, American Freight, Liberty Tax, and Buddy’s. The Vitamin Shoppe segment is an omni-channel specialty retailer of vitamins, herbs, specialty supplements, sports nutrition and other health and wellness products. American Freight is a retail chain offering in-store and online access to furniture, mattresses, new and out-of-box home appliances and home accessories at discount prices. 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 of high quality, name-brand consumer electronics, residential furniture, appliances and household accessories through rent-to-own agreements. |
Principles of Consolidation | 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. Prior to April 1, 2020, the Company was the sole managing member of New Holdco and possessed ownership of more than 50 percent of the outstanding voting units. As a result, the Company consolidated the financial results of New Holdco and reported a non-controlling interest that represented the interests of the New Holdco units not held by the Company. As of April 1, 2020, the Company redeemed all outstanding New Holdco units for shares of common stock of the Company and now has an 100% interest in New Holdco. 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. |
Property, Equipment, and Software | Property, Equipment, and Software. Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, generally three three five twenty |
Goodwill | Goodwill and Non-amortizing Intangible Assets. Goodwill and non-amortizing intangible assets, including the Buddy's, Vitamin Shoppe and American Freight tradenames, 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 either a market multiple method or 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 tradenames 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 6 - Goodwill and Intangible Assets” for additional information on these balances. Intangible Assets and Asset 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 |
Deferred Revenue and Revenue Recognition | 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 16 - 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 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. 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 ("AD") territories, financial products, interest income from loans to franchisees and ADs, tax preparation services in the Company-owned stores, electronic filing fees, 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 in which related tax return is twelve |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive loss to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. |
Income Taxes | Deferred Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities, which are shown on the 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. |
Comprehensive Income | Comprehensive Income. Comprehensive income consists of net income, foreign currency translation adjustments, and the unrealized gains or losses on derivatives determined to be cash flow hedges, net of taxes. |
Stock-Based Compensation | Stock-Based Compensation. The Company records the cost of its employee stock-based compensation as compensation expense in its consolidated statements of operations. Compensation costs related to stock options are based on the grant-date fair value of awards using the Black-Scholes-Merton option pricing model and considering forfeitures. Compensation costs related to restricted stock units are based on the grant-date fair value and are amortized on a straight-line basis over the vesting period. The Company recognizes compensation costs for an award that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. |
Use of Estimates | 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. |
Recently Issued Accounting Standards | 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 the Company for the fiscal year beginning December 25, 2022. 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 No. 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 the Company for the fiscal year beginning December 25, 2022. The Company is currently evaluating the impact of the adoption of this standard to its consolidated financial statements. The London Interbank Offered Rate (“LIBOR”) is scheduled to be discontinued on December 31, 2021. In an effort to address the various challenges created by such discontinuance, the FASB issued an amendment to existing guidance, ASU No. 2020-04, " Reference Rate Reform ." The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the guidance in the amendment is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2022. The Company is currently evaluating the impacts of reference rate reform and the new guidance on its consolidated financial statements. |
Lessee, Leases | Leases. The Company's lease portfolio primarily consists of leases for its retail store locations, office space and distribution centers. The Company also leases certain office equipment under finance leases. The finance lease right of use assets are included in Property, equipment and software and the finance lease liabilities are included in current installments of long-term obligations, and long-term obligations. The finance 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. 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". |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Acquisitions [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The table below summarizes the 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. (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 334,543 Operating lease right-of-use assets 91,101 Other intangible assets, net 70,200 Other non-current assets 1,607 Total assets 614,807 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 10,520 Non-current operating lease liabilities 61,450 Total liabilities 257,544 Consideration transferred $ 357,263 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | Total revenue and operating income for American Freight for the period from February 15, 2020 through December 26, 2020 are as follows: (In thousands) Period from 2/15/2020 - 12/26/2020 Revenue $ 462,702 Income from operations $ 52,197 The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the American Freight Acquisition, the Vitamin Shoppe Acquisition, the Sears Outlet Acquisition, the Buddy's Acquisition, the A-Team Leasing Acquisition and the Buddy's Partners Acquisition (the "Acquisitions") as if they had occurred on May 1, 2018. (Unaudited) (In thousands) Fiscal Year Ended 12/26/2020 Transition Period Ended 12/28/2019 Fiscal Year Ended 4/30/2019 Revenue $ 2,201,163 $ 1,313,590 $ 2,266,656 Net income (loss) 52,470 (73,051) (60,319) Basic net income per share 1.52 (4.38) (4.37) Diluted net income per share 1.50 (4.38) (4.37) |
Accounts and Notes Receivable_2
Accounts and Notes Receivable - Table Text Blocks (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Receivables [Abstract] | |
Schedule of activity related to notes receivable | Current and non-current receivables, as of December 26, 2020 and December 28, 2019 are presented in the consolidated balance sheets as follows: (In thousands) 12/26/2020 12/28/2019 Accounts receivable, net $ 58,494 $ 44,333 Notes receivable, net 27,228 37,994 Interest receivable, net 2,257 3,132 Income tax receivable 11,118 3,356 Allowance for doubtful accounts (8,487) (9,122) Current receivables, net 90,610 79,693 Notes receivable - non-current, net 17,659 19,501 Allowance for doubtful accounts - non-current (970) (863) Non-current receivables, net 16,689 18,638 Total receivables $ 107,299 $ 98,331 |
Schedule of activity in the allowance for doubtful accounts | Activity in the allowance for doubtful accounts for the year ended December 26, 2020 and the Transition Period was as follows: (In thousands) 12/26/2020 12/28/2019 Balance at beginning of year $ 9,985 $ 11,816 Provision for doubtful accounts 5,917 5,375 Write-offs and reduction from repurchases of franchises (6,432) (7,252) Foreign currency adjustment (13) 46 Balance at end of year $ 9,457 $ 9,985 |
Schedule of aging of accounts and notes receivable | Analysis of Past Due Receivables The breakdown of accounts and notes receivable past due at December 26, 2020 and December 28, 2019 was as follows: 12/26/2020 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable, net $ 24,325 $ 34,169 $ — $ 58,494 Notes and interest receivable, net 8,727 36,160 2,257 47,144 Total accounts, notes, and interest receivable, net $ 33,052 $ 70,329 $ 2,257 $ 105,638 12/28/2019 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable, net $ 30,192 $ 14,141 $ — $ 44,333 Notes and interest receivable, net 8,471 49,024 3,132 60,627 Total accounts, notes, and interest receivable, net $ 38,663 $ 63,165 $ 3,132 $ 104,960 |
Property, Equipment, and Soft_2
Property, Equipment, and Software, Net - Table Text Blocks (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment, and software | Property, equipment, and software at December 26, 2020, and December 28, 2019 was as follows: (In thousands) 12/26/2020 12/28/2019 Land and land improvements $ 590 $ 1,592 Buildings and building improvements 1,546 7,972 Leasehold improvements 67,627 52,755 Furniture, fixtures, and equipment 71,836 59,254 Software 55,774 42,373 Construction in progress 3,773 1,842 Finance lease asset 2,045 1,984 Property, equipment, and software, gross 203,191 167,772 Less accumulated depreciation and amortization 59,685 17,625 Property, equipment, and software, net $ 143,506 $ 150,147 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Table Text Blocks (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
FV of Identifiable Assets [Table Text Block] | Components of intangible assets as of December 26, 2020 and December 28, 2019, were as follows: 12/26/2020 (In thousands) Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount Tradenames (1) 3 years $ 93,702 $ (111) $ 93,591 Customer contracts 6 years 8,780 (2,159) 6,621 Franchise agreements and non-compete agreements 10 years 10,581 (1,569) 9,012 Customer Lists 4 years 3,908 (2,552) 1,356 Reacquired rights 3 years 2,549 (983) 1,566 AD rights 9 years 39,972 (17,423) 22,549 Total intangible assets $ 159,492 $ (24,797) $ 134,695 (1) $70.2 million, $11.1 million and $12.0 million of tradenames were acquired in the American Freight Acquisition, Buddy's Acquisition, and Vitamin Shoppe Acquisition, respectively. These tradenames have an indefinite life and they are tested for impairment on an annual basis. 12/28/2019 (In thousands) Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount Tradenames (1) 3 years $ 23,534 $ (72) $ 23,462 Customer contracts 6 years 12,736 (886) 11,850 Franchise agreements and non-compete agreements 10 years 10,609 (486) 10,123 Customer Lists 4 years 4,338 (2,559) 1,779 Reacquired rights 5 years 11,577 (2,053) 9,524 AD rights 9 years 37,263 (16,411) 20,852 Total intangible assets $ 100,057 $ (22,467) $ 77,590 |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the year ended December 26, 2020 and December 28, 2019 were as follows: (In thousands) 12/26/2020 12/28/2019 Balance at beginning of year $ 134,301 $ 6,566 Acquisitions of assets from franchisees and third parties 1,758 3,658 Buddy's Acquisition — 75,038 Buddy's Partners Acquisition — 7,217 A-Team Leasing Acquisition — 6,287 Sears Outlet Acquisition — 31,028 Vitamin Shoppe Acquisition — 4,951 American Freight Acquisition 334,543 — Disposals and foreign currency changes, net (13,957) (444) Impairments (273) — Purchase price reallocation 605 — Balance at end of year $ 456,977 $ 134,301 |
Schedule of estimated amortization expense | Annual amortization expense for the next five years is estimated to be as follows: (In thousands) As of 12/26/2020: 2021 $ 10,340 2022 7,828 2023 6,665 2024 5,540 2025 3,731 Thereafter 7,291 Total estimated amortization expense $ 41,395 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | 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: (In thousands) Estimate for Fiscal Year 2021 $ 32,776 2022 1,451 2023 1,048 2024 420 2025 263 Thereafter 553 Total $ 36,511 |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about receivables and contract liabilities (deferred revenue) from contracts with customers as of December 26, 2020 and December 28, 2019: (In thousands) 12/26/2020 12/28/2019 Accounts receivable $ 58,494 $ 44,333 Notes receivable 44,887 57,495 Deferred revenue 36,511 10,519 Significant changes in deferred revenue as of December 26, 2020 and December 28, 2019 are as follows: (In thousands) 12/26/2020 12/28/2019 Deferred revenue at beginning of period $ 10,519 $ 8,654 Revenue recognized during the period (7,341) (3,308) Deferred revenue from acquisitions and purchase price adjustments 12,515 5,173 New deferred revenue during period 20,818 — Deferred revenue at end of period $ 36,511 $ 10,519 |
Disaggregation of Revenue [Table Text Block] | The following represents the disaggregated revenue by reportable segments for the year ended December 26, 2020, the Transition Period, the period May 1, 2018 through December 29, 2018, and years ended April 30 2019, and April 30, 2018: Fiscal Year Ended 12/26/2020 (In thousands) Vitamin Shoppe American Freight Liberty Tax Buddy's Consolidated Retail sales $ 1,035,964 $ 857,955 $ — $ 5,743 $ 1,899,662 Total product revenue 1,035,964 857,955 — 5,743 1,899,662 Franchise fees — — 1,055 99 1,154 Area developer fees — — 3,206 — 3,206 Royalties and advertising fees — — 56,753 9,993 66,746 Financial products — 15,977 31,824 — 47,801 Interest income — 1,287 3,624 — 4,911 Assisted tax preparation fees, net of discounts — — 18,852 — 18,852 Electronic filing fees — — 2,666 — 2,666 Agreement, club and damage waiver fees — — — 12,668 12,668 Warranty revenue — 16,799 — — 16,799 Other revenues — 4,413 4,797 4,562 13,772 Total service and other revenue — 38,476 122,777 27,322 188,575 Rental revenue, net — — — 64,267 64,267 Total rental revenue — — — 64,267 64,267 Total revenue $ 1,035,964 $ 896,431 $ 122,777 $ 97,332 $ 2,152,504 Transition Period From 5/1/2019 - 12/28/2019 Period From 5/1/2018 - 12/29/2018 (In thousands) Vitamin Shoppe American Freight Liberty Tax Buddy's Consolidated Liberty Tax Retail sales $ 30,574 $ 64,067 $ — $ 1,498 $ 96,139 $ — Total product revenue 30,574 64,067 — 1,498 96,139 — Franchise fees — — 922 160 1,082 1,508 Area developer fees — — 2,447 — 2,447 2,175 Royalties and advertising fees — — 3,211 4,042 7,253 3,203 Financial products — — 676 — 676 1,209 Interest income — 267 3,950 — 4,217 4,462 Assisted tax preparation fees, net of discounts — — 1,144 — 1,144 3,079 Electronic filing fees — — 119 — 119 (232) Agreement, club and damage waiver fees — — — 4,937 4,937 — Other revenues — 3,896 2,515 1,449 7,860 1,243 Total service and other revenue — 4,163 14,984 10,588 29,735 16,647 Rental revenue, net — — — 23,636 23,636 — Total rental revenue — — — 23,636 23,636 — Total revenue $ 30,574 $ 68,230 $ 14,984 $ 35,722 $ 149,510 $ 16,647 4/30/2019 4/30/2018 (In thousands) Liberty Tax Franchise fees $ 2,766 $ 1,793 Area developer fees 3,146 2,751 Royalties and advertising fees 63,716 68,559 Financial products 33,478 47,225 Interest income 8,189 9,895 Assisted tax preparation fees, net of discounts 14,611 26,645 Electronic filing fees 2,675 10,772 Other revenues 3,965 7,232 Total service and other revenue $ 132,546 $ 174,872 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Leases [Abstract] | |
Lease, Cost | The lease costs for leases that were recognized in the accompanying consolidated statement of operations for the year ended December 26, 2020 and the Transition Period were as follows: (In thousands) 12/26/2020 Transition Period Operating lease costs $ 100,342 $ 16,587 Short-term operating lease costs 2,554 4,789 Variable operating lease costs 14,963 2,933 Sublease income (2,653) (2,163) Total operating lease costs $ 115,206 $ 22,146 |
Lessee, Operating Lease, Liability, Maturity | As of December 26, 2020, maturities of lease liabilities were as follows: (In thousands) Operating leases 2021 $ 182,270 2022 156,803 2023 125,315 2024 90,329 2025 56,185 Thereafter 85,258 Total undiscounted lease payments 696,160 Less interest 157,456 Present value of lease liabilities $ 538,704 |
Leases, Cash Flow Information | The following represents other information pertaining to the Company's lease arrangements for the year ended December 26, 2020: (In thousands) 12/26/2020 Non-cash information on lease liabilities arising from right-of-use assets (1) $ 163,206 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 93,325 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term obligations as of December 26, 2020 and December 28, 2019 were as follows: (In thousands) 12/26/2020 12/28/2019 Revolving credit facilities $ 78,310 $ 129,260 Term loan, net of debt issuance costs 491,836 268,660 Convertible senior notes — 60,439 Amounts due to former ADs, franchisees and third parties 1,269 1,661 Mortgages 1,691 1,825 Finance lease liability 937 1,775 Total long-term obligations 574,043 463,620 Less current installments 105,388 218,384 Total long-term obligations, excluding current installments $ 468,655 $ 245,236 |
Schedule of Maturities of Long-term Debt | Aggregate maturities of long-term debt at December 26, 2020 were as follows: Fiscal Year (In thousands) 2021 $ 105,388 2022 25,380 2023 25,174 2024 25,161 2025 391,995 Thereafter 945 Total long-term obligations $ 574,043 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive loss at December 26, 2020 and December 28, 2019, are as follows: (In thousands) 12/26/2020 12/28/2019 Foreign currency adjustment $ (1,254) $ (1,496) Interest rate swap agreements, net of tax (145) (42) Total accumulated other comprehensive loss $ (1,399) $ (1,538) |
Schedule of computation of basic and diluted net income (loss) per share | The computation of basic and diluted net income per share for the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018 is as follows: 12/26/2020 (In thousands, except for share and per share amounts) Common stock Basic net income per share: Numerator Allocation of undistributed income attributable to Franchise Group $ 25,064 Less: Preferred dividend declared 755 Net income attributable to Franchise Group common stockholders 24,309 Denominator Weighted-average common shares outstanding 34,531,362 Basic net income per share $ 0.70 Diluted net income per share: Numerator Allocation of undistributed earnings for basic computation $ 24,309 Denominator Number of shares used in basic computation 34,531,362 Weighted-average effect of dilutive securities Employee stock options and restricted stock units 440,573 Weighted-average dilutive shares outstanding 34,971,935 Diluted net income per share $ 0.70 12/28/2019 (In thousands, except for share and per share amounts) Common stock Basic and diluted net loss per share Numerator Allocation of undistributed loss attributable to Franchise Group $ (68,427) Net loss attributable to common stockholders (68,427) Denominator Weighted-average common shares outstanding 16,669,065 Basic and diluted net loss per share $ (4.11) 4/30/2019 (In thousands, except for share and per share amounts) Common stock Basic and diluted net loss per share: Numerator Allocation of undistributed loss $ (2,156) Net loss attributable to common stockholders (2,156) Denominator Weighted-average common shares outstanding 13,800,884 Basic and diluted net loss per share $ (0.16) 4/30/2018 (In thousands, except for share and per share amounts) Class A common stock Class B common stock Basic net income per share: Numerator Allocation of undistributed income $ 133 $ 2 Amounts allocated to participating securities: Exchangeable shares (10) — Net income attributable to common stockholders 123 2 Denominator Weighted-average common shares outstanding 12,728,762 200,000 Basic net income per share $ 0.01 $ 0.01 Diluted net income per share: Numerator Allocation of undistributed earnings for basic computation $ 123 $ 2 Reallocation of undistributed earnings as a result of assumed conversion of: Class B common stock to Class A common stock 2 — Exchangeable shares to Class A common stock 10 — Net income attributable to stockholders $ 135 $ 2 Denominator Number of shares used in basic computation 12,728,762 200,000 Weighted-average effect of dilutive securities: Class B common stock to Class A common stock 200,000 — Exchangeable shares to Class A common stock 1,000,000 — Employee stock options and restricted stock units 48,986 703 Weighted-average diluted shares outstanding 13,977,748 200,703 Diluted net income per share $ 0.01 $ 0.01 |
Stock Compensation Plan - Table
Stock Compensation Plan - Table Text Blocks (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of information for options granted | The following table summarizes the information for options granted in the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018: 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Weighted-average fair value of options granted $— $4.66 $2.18 $3.16 Dividend yield —% —% 5.3% - 7.2% 4.5% - 5.9% Expected volatility —% 44.9% 38.3% - 44.7% 36.8% - 51.3% Expected terms 0 years 5 years 5 - 6 years 5 - 6 years Risk-free interest rates —% 1.7% 2.7% - 2.8% 1.9% - 2.1% |
Schedule of stock option activity | Stock option activity during the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: Number of options Weighted-average exercise price Outstanding at April 30, 2017 1,387,331 $ 18.02 Granted 272,502 13.25 Exercised (9,000) 10.51 Forfeited or expired (1,178,330) 17.22 Outstanding at April 30, 2018 472,503 17.41 Granted 704,514 10.20 Exercised (14,069) 10.90 Forfeited or expired (366,704) 17.99 Outstanding at April 30, 2019 796,244 10.88 Granted 88,340 11.93 Exercised (207,802) 10.60 Forfeited or expired (216,497) 12.87 Outstanding at December 28, 2019 460,285 10.28 Granted — — Exercised (50,278) 10.35 Forfeited or expired (18,598) 11.93 Outstanding at December 26, 2020 391,409 $ 10.19 |
Schedule of nonvested (options that did not vest in the period in which granted) stock option activity | Nonvested stock options (options that had not vested in the period reported) activity during the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: Nonvested options Weighted-average exercise price Outstanding at April 30, 2017 678,118 $ 15.88 Granted 272,502 13.25 Vested (563,118) 14.61 Forfeited (120,069) 20.73 Outstanding at April 30, 2018 267,433 14.27 Granted 704,514 10.20 Vested (92,207) 9.49 Forfeited (225,226) 14.22 Outstanding at April 30, 2019 654,514 10.35 Granted 88,340 11.93 Vested (374,942) 10.77 Forfeited (152,905) 10.55 Outstanding at December 28, 2019 215,007 10.11 Granted — — Vested (133,075) 10.46 Forfeited (18,598) 11.93 Outstanding at December 26, 2020 63,334 $ 8.83 |
Summary of information about stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at December 26, 2020. Options outstanding Options exercisable Range of Exercise Prices Number of options outstanding Weighted-average exercise price Weighted-average remaining contractual life (in years) Number of options exercisable Weighted-average exercise price 0.00 - 10.89 217,500 $ 8.77 4.2 154,166 $ 8.74 10.90 - 16.38 173,909 11.98 3.2 173,909 11.98 391,409 $ 10.19 328,075 $ 10.46 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | The following table summarizes the status of service-based RSU activity during the year ended December 26, 2020, the Transition Period, and years ended April 30, 2019 and April 30, 2018: Number of RSUs Weighted-Average Fair Value at Grant Date Balance at April 30, 2017 176,396 $ 13.61 Granted 192,560 12.21 Vested (187,364) 13.04 Forfeited (54,562) 13.34 Balance at April 30, 2018 127,030 12.48 Granted 147,991 10.40 Vested (28,029) 13.47 Forfeited (78,200) 12.31 Balance at April 30, 2019 168,792 10.56 Granted 153,085 14.10 Vested (80,549) 10.73 Forfeited (36,122) 10.72 Balance at December 28, 2019 205,206 13.11 Granted 192,809 24.83 Vested (85,911) 12.67 Forfeited (15,957) 19.69 Balance at December 26, 2020 296,147 $ 20.51 The following table summarizes the status of PRSU activity during the year ended December 26, 2020 and the Transition Period: Number of PRSUs Weighted-Average Fair Value at Grant Date Balance at April 30, 2019 — $ — Granted 465,833 14.40 Vested — — Forfeited — — Balance at December 28, 2019 465,833 14.40 Granted 154,904 24.84 Vested — — Forfeited (2,000) 14.40 Balance at December 26, 2020 618,737 $ 17.00 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 26, 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 December 26, 2020, and December 28, 2019. 12/26/2020 (In thousands) Total Level 1 Level 2 Level 3 Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue $ 9,669 $ — $ — $ 9,669 Total nonrecurring assets $ 9,669 $ — $ — $ 9,669 Recurring liabilities: Contingent consideration included in obligations due former ADs, franchisees and others $ 317 $ — $ — $ 317 Interest rate swap agreement 145 — 145 — Total recurring liabilities $ 462 $ — $ 145 $ 317 12/28/2019 (In thousands) Total Level 1 Level 2 Level 3 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 Recurring liabilities: Contingent consideration included in obligations due former ADs, franchisees and others $ 916 $ — $ — $ 916 Interest rate swap agreement 58 — 58 — Total recurring liabilities $ 974 $ — $ 58 $ 916 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Components of income tax expense for the fiscal year ended December 26, 2020, the Transition Period, and years ended April 30, 2019, and April 30, 2018 were as follows: (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Current: Federal $ (61,254) $ — $ (2,400) $ 4,895 State 615 56 (648) 1,097 Foreign 1,071 (740) 623 723 Current Tax expense (59,568) (684) (2,425) 6,715 Deferred: Federal 3,931 (3,982) 545 (2,125) State (2,150) (5,857) (29) (69) Foreign (183) 78 70 (175) Deferred tax expense (benefit) 1,598 (9,761) 586 (2,369) Total income tax expense (benefit) $ (57,970) $ (10,445) $ (1,839) $ 4,346 |
Schedule of income before taxes, domestic and foreign | For the year ended December 26, 2020, Transition Period, and years ended April 30, 2019, and April 30, 2018, income before taxes consisted of the following: (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 U.S. operations $ (34,989) $ (112,886) $ (6,229) $ 3,176 Foreign operations 4,173 (2,025) 2,234 1,305 Income (loss) before income taxes $ (30,816) $ (114,911) $ (3,995) $ 4,481 |
Schedule of reconciliation of amounts computed by applying the U.S. federal income tax rate to pretax income from continuing operations | Income tax benefit differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pre-tax income from continuing operations as a result of the following for years ended December 26, 2020 and December 28, 2019 are as follows: (In thousands) 12/26/2020 12/28/2019 Computed "expected" income tax benefit $ (6,471) $ (24,131) Increase (decrease) in income taxes resulting from: State income taxes, net of federal benefit (1,187) (5,801) Nondeductible expenses 96 244 Stock compensation expense 11 (11) GILTI 413 — Transaction costs 392 — Permanent goodwill on sale of Buddy's stores 1,062 — Foreign tax rate differential 230 (142) Remeasurement of deferreds — (478) CARES Act (52,337) — Non-controlling interest in New Holdco (1,018) — Research credit (676) — Return to provision — 623 Decrease in DTL due to change in tax status (8,882) — Decrease to valuation allowance due to change in tax status 8,882 7,495 Decrease in valuation allowance due to CARES Act (11,417) Increase in valuation allowance due to operations 2,456 11,417 Increase in DTL for current year activity 10,254 — Other 222 339 Total income tax benefit $ (57,970) $ (10,445) |
Schedule of significant portions of deferred tax assets and liabilities | The tax effect of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities that give rise to significant portions of deferred tax assets and liabilities as of December 26, 2020 and December 28, 2019 are as follows: (In thousands) 12/26/2020 12/28/2019 Federal and state net operating loss carryforward $ 19,364 $ 22,521 Section 743 adjustment 39,974 Interest expense carryforward 559 1,429 State bonus depreciation 4,791 3,179 Equity compensation 2,316 — Inventory 5,793 — Goodwill, intangible assets, and assets held for sale (Canada) 33 32 R&D Credits 601 — Deferred revenue 1,056 — Accrued expenses and reserves 4,212 6 Property, equipment and software (Canada) 115 119 Allowances 4,272 — Unrealized gain/loss 29 89 Lease liability (ASC 842) 138,850 — Other 2 — Total deferred tax assets (before valuation allowance) 221,967 27,375 Valuation allowance (53,004) (11,417) Total deferred tax assets (after valuation allowance) 168,963 15,958 Deferred tax liabilities Property, equipment and software (U.S.) (30,147) — Goodwill, intangible assets, and assets held for sale (U.S.) (16,678) — Right-of-use assets (ASC 842) (131,637) — Prepaid expenses (2,620) — Investment in New Holdco — (15,958) Total deferred tax liabilities (181,082) (15,958) Net deferred tax liability $ (12,119) $ — |
Schedule of Uncertain Tax Positions Liability | A reconciliation of the beginning and ending balance of the gross liability for uncertain tax positions for the fiscal years ended December 26, 2020 and December 28, 2019, is as follows: (In thousands) 12/26/2020 12/28/2019 Liability for uncertain tax positions, beginning of year $ 461 $ 153 Decreases related to current year positions (104) — Increases related to prior year positions — 308 Liability for uncertain tax positions, end of year $ 357 $ 461 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 26, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Total revenues by segment are as follows: Twelve Months Ended Transition Period From 5/1/2019 - Twelve Months Ended (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Total revenue: Vitamin Shoppe $ 1,035,964 $ 30,574 $ — $ — American Freight 896,431 68,230 — — Liberty Tax 122,777 14,984 132,546 174,872 Buddy's 97,332 35,722 — — Consolidated total revenue $ 2,152,504 $ 149,510 $ 132,546 $ 174,872 Depreciation, amortization, and impairment charges by segment are as follows: Twelve Months Ended Transition Period From 5/1/2019 - Twelve Months Ended (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Depreciation, amortization, and impairment charges: Vitamin Shoppe $ 40,289 $ 986 $ — $ — American Freight 6,202 549 — — Liberty Tax 10,391 28,501 14,084 14,416 Buddy's 5,661 2,365 — — Consolidated depreciation, amortization, and impairment charges: $ 62,543 $ 32,401 $ 14,084 $ 14,416 Operating income (loss) by segment are as follows: Twelve Months Ended Transition Period From 5/1/2019 - Twelve Months Ended (In thousands) 12/26/2020 12/28/2019 4/30/2019 4/30/2018 Income (loss) from operations: Vitamin Shoppe $ 5,371 $ (13,509) $ — $ — American Freight 40,348 (18,539) — — Liberty Tax 23,611 (69,590) (859) 7,599 Buddy's 20,364 3,172 — — Total Segments 89,694 (98,466) (859) 7,599 Corporate (13,572) (7,133) — — Consolidated income (loss) from operations $ 76,122 $ (105,599) $ (859) $ 7,599 Total assets by segment are as follows: (In thousands) 12/26/2020 12/28/2019 Total assets: Vitamin Shoppe $ 607,148 $ 679,646 American Freight 801,731 267,176 Liberty Tax 90,565 123,576 Buddy's 137,698 188,941 Total Segments 1,637,142 1,259,339 Corporate 200,519 39,206 Consolidated total assets $ 1,837,661 $ 1,298,545 Goodwill by segment is as follows: (In thousands) 12/26/2020 12/28/2019 Goodwill: Vitamin Shoppe $ 1,277 $ 4,951 American Freight 367,882 31,028 Liberty Tax 8,719 9,780 Buddy's 79,099 88,542 Consolidated goodwill $ 456,977 $ 134,301 |
Organization and Significant _3
Organization and Significant Accounting Policies - Narratives (Details) | Feb. 14, 2020USD ($) | Oct. 23, 2019USD ($) | Sep. 30, 2019USD ($) | Aug. 23, 2019USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | Dec. 26, 2020USD ($)segment | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) |
Property, Plant and Equipment [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 26,600,000 | ||||||||
Revenues | $ 149,510,000 | $ 16,647,000 | $ 2,152,504,000 | $ 132,546,000 | $ 174,872,000 | ||||
Operating Lease, Liability | 538,704,000 | ||||||||
Operating Lease, Right-of-Use Asset | $ 462,610,000 | $ 510,875,000 | |||||||
Number of Reportable Segments | segment | 4 | ||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 26,600,000 | ||||||||
Business Combination, Receivables, Write-Off | $ 600,000 | ||||||||
Merchandise Inventory, Depreciation Period, Straight Line Basis | 24 months | ||||||||
American Freight | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 357,300,000 | ||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 357,300,000 | ||||||||
Sears Outlet [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 128,800,000 | ||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 128,800,000 | ||||||||
Buddy's [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Ownership Interest | 100.00% | ||||||||
Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Average Rental Term | 12 months | ||||||||
Average Rental Term | 12 months | ||||||||
Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Average Rental Term | 18 months | ||||||||
Average Rental Term | 18 months | ||||||||
Computer equipment | Minimum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||
Computer equipment | Maximum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||
Software | Minimum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||
Software | Maximum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||||
Furniture, fixtures, and equipment | Minimum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||
Furniture, fixtures, and equipment | Maximum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||||
Building | Minimum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 20 years | ||||||||
Building | Maximum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 30 years |
Acquisitions - American Freight
Acquisitions - American Freight (Details) - USD ($) | Feb. 14, 2020 | Dec. 16, 2019 | Aug. 23, 2019 | Dec. 28, 2019 | Dec. 26, 2020 | Dec. 26, 2020 | Apr. 30, 2019 |
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 26,600,000 | ||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | $ 1,313,590,000 | $ 462,702,000 | $ 2,201,163,000 | $ 2,266,656,000 | |||
Business Acquisition, Transaction Costs | 17,400,000 | 8,100,000 | 8,100,000 | ||||
Goodwill | 134,301,000 | 456,977,000 | 456,977,000 | $ 6,566,000 | |||
Long-term Debt, Current Maturities | (218,384,000) | (105,388,000) | (105,388,000) | ||||
Deferred Revenue | 10,519,000 | 36,511,000 | 36,511,000 | ||||
Long-term Debt, Excluding Current Maturities | $ (245,236,000) | (468,655,000) | (468,655,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 357,263,000 | 357,263,000 | |||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 52,197,000 | ||||||
American Freight | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 357,300,000 | ||||||
Adjustment, Lease Right of Use | 11,500,000 | 11,500,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 3,840,000 | 3,840,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 99,200,000 | 99,200,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 3,284,000 | 3,284,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,032,000 | 11,032,000 | |||||
Goodwill | 334,543,000 | 334,543,000 | |||||
Business Combination, Accrued Expense | 26,451,000 | 26,451,000 | |||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 91,101,000 | 91,101,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,607,000 | 1,607,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 614,807,000 | 614,807,000 | |||||
Long-term Debt, Current Maturities | (3,210,000) | (3,210,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 17,242,000 | 17,242,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 44,696,000 | 44,696,000 | |||||
Long-term Debt, Excluding Current Maturities | (93,975,000) | (93,975,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 61,450,000 | 61,450,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 10,520,000 | 10,520,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 257,544,000 | 257,544,000 | |||||
Indefinite-lived Intangible Assets Acquired | 70,200,000 | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 70,200,000 | ||||||
Vitamin Shoppe [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 161,800,000 | ||||||
Goodwill, Period Increase (Decrease) | 3,700,000 | ||||||
Leasehold Improvements [Member] | Vitamin Shoppe [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 7,600,000 | 7,600,000 | |||||
Furniture, Fixtures, And Equipment [Member] | Vitamin Shoppe [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,200,000 | 2,200,000 | |||||
Software [Member] | Vitamin Shoppe [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,100,000 | 1,100,000 | |||||
Construction in Progress [Member] | Vitamin Shoppe [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Machinery and Equipment, Gross | $ 200,000 | $ 200,000 |
Acquisitions Sears Outlets (Det
Acquisitions Sears Outlets (Details) | Oct. 23, 2019USD ($) | Aug. 23, 2019USD ($)store | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Sep. 30, 2019store | Apr. 30, 2019USD ($) |
Number of Real Estate Properties | store | 41 | 21 | ||||
Business Combination, Consideration Transferred | $ 26,600,000 | |||||
Goodwill | $ 456,977,000 | $ 134,301,000 | $ 6,566,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 357,263,000 | |||||
Sears Outlet [Member] | ||||||
Business Combination, Consideration Transferred | $ 128,800,000 | |||||
Goodwill, Period Increase (Decrease) | $ 2,300,000 |
Acquisitions Buddy's (Details)
Acquisitions Buddy's (Details) $ / shares in Units, $ in Millions | Oct. 23, 2019USD ($) | Sep. 30, 2019USD ($)store | Aug. 23, 2019USD ($)store | Jul. 10, 2019USD ($)shares | Dec. 28, 2019USD ($)$ / shares | Dec. 26, 2020USD ($) |
Number of Real Estate Properties | store | 21 | 41 | ||||
Conversion of Stock, Shares Converted | shares | 0.459315 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 0.091863 | |||||
Sale of Stock, Percentage of Ownership after Transaction | 36.44% | |||||
Enterprise Value | $ 122 | |||||
Share Price | $ / shares | $ 12 | |||||
Business Combination, Consideration Transferred | $ 26.6 | |||||
Sears Outlet [Member] | ||||||
Business Combination, Consideration Transferred | $ 128.8 | |||||
Goodwill, Period Increase (Decrease) | $ 2.3 | |||||
Buddy's Partners Asset Acquisition [Member] | ||||||
Number of Real Estate Properties | store | 21 | |||||
Business Combination, Consideration Transferred | $ 16.8 | |||||
A-Team Leasing Asset Acquisition [Member] | ||||||
Number of Real Estate Properties | store | 41 | |||||
Business Combination, Consideration Transferred | $ 26.6 | |||||
Buddy's [Member] | ||||||
Business Combination, Consideration Transferred | $ 122 | |||||
Goodwill, Period Increase (Decrease) | $ 2 | |||||
Customer Contracts [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | 6 years | ||||
Franchise Rights [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | 9 years |
Acquisitions Other Acquisitions
Acquisitions Other Acquisitions (Details) | Oct. 01, 2019USD ($) | Sep. 30, 2019USD ($)storeshares | Aug. 23, 2019USD ($)store | Dec. 28, 2019USD ($)$ / shares | Dec. 26, 2020USD ($) | Dec. 26, 2020USD ($)$ / shares | Apr. 30, 2019USD ($)$ / shares |
Business Acquisition, Transaction Costs | $ 17,400,000 | $ 8,100,000 | $ 8,100,000 | ||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 1,313,590,000 | 462,702,000 | 2,201,163,000 | $ 2,266,656,000 | |||
Number of Real Estate Properties | store | 21 | 41 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,800,000 | $ 16,200,000 | |||||
Business Combination, Consideration Transferred | $ 26,600,000 | ||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ (73,051,000) | $ 52,470,000 | $ (60,319,000) | ||||
Basic Earnings Per Share, Pro Forma | $ / shares | $ (4.38) | $ 1.52 | $ (4.37) | ||||
Diluted Earnings Per Share Pro Forma | $ / shares | $ (4.38) | $ 1.50 | $ (4.37) | ||||
Goodwill | $ 134,301,000 | 456,977,000 | $ 456,977,000 | $ 6,566,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 357,263,000 | 357,263,000 | |||||
Acquisition-related Costs | |||||||
Business Combination, Acquisition Related Costs | 30,500,000 | ||||||
Fair Value Adjustment to Inventory | |||||||
Inventory, Noncurrent, Fair Value Disclosure | $ 30,300,000 | $ 30,300,000 | |||||
Buddy's Partners Asset Acquisition [Member] | |||||||
Number of Real Estate Properties | store | 21 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,200,000 | ||||||
Business Combination, Consideration Transferred, Forgiveness of Receivable | 600,000 | ||||||
Business Combination, Consideration Transferred | $ 16,800,000 | ||||||
A-Team Leasing Asset Acquisition [Member] | |||||||
Number of Real Estate Properties | store | 41 | ||||||
Business Combination, Consideration Transferred | $ 26,600,000 | ||||||
Common Stock [Member] | |||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 1,350,000 | ||||||
Common Stock [Member] | Buddy's Partners Asset Acquisition [Member] | |||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 1,350,000 | ||||||
Preferred Stock | |||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 270,000 | ||||||
Preferred Stock | Buddy's Partners Asset Acquisition [Member] | |||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 270,000 |
Acquisitions Buddy's Partners (
Acquisitions Buddy's Partners (Details) - USD ($) | Dec. 26, 2020 | Dec. 28, 2019 | Apr. 30, 2019 |
Goodwill | $ 456,977,000 | $ 134,301,000 | $ 6,566,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 357,263,000 |
Acquisitions A-Team Leasing (De
Acquisitions A-Team Leasing (Details) - USD ($) | Dec. 26, 2020 | Dec. 28, 2019 | Apr. 30, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 357,263,000 | ||
Goodwill | $ 456,977,000 | $ 134,301,000 | $ 6,566,000 |
Assets Disposition (Details)
Assets Disposition (Details) $ in Thousands | Nov. 20, 2020USD ($) | Nov. 11, 2020USD ($)business | Sep. 30, 2019store | Aug. 23, 2019store |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of Real Estate Properties | store | 21 | 41 | ||
Buddy's Home Furnishings Stores [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from Sale of Real Estate | $ 35,000 | |||
Gain (Loss) on Disposition of Assets | $ 2,000 | |||
Goodwill, Write-Offs | $ 11,400 | |||
Number Of Stores To Be Opened | business | 20 | |||
Number of Real Estate Properties | business | 47 |
Accounts and Notes Receivable_3
Accounts and Notes Receivable - Notes and Interest Receivable (Details) - USD ($) | Dec. 26, 2020 | Dec. 28, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and Other Receivables, Net, Current | $ 58,494,000 | $ 44,333,000 |
Unrecognized Revenue | 5,100,000 | 4,900,000 |
Financing Receivable, Nonaccrual | 6,800,000 | 8,500,000 |
Financing Receivable, Past Due | 33,052,000 | 38,663,000 |
Notes Receivable, Related Parties, Current | 27,228,000 | 37,994,000 |
interest receivable, current, net | 2,257,000 | 3,132,000 |
Income Taxes Receivable, Current | 11,118,000 | 3,356,000 |
Allowance for Doubtful Other Receivables, Current | (8,487,000) | (9,122,000) |
Current receivables, net | 90,610,000 | 79,693,000 |
Notes Receivable, Related Parties, Noncurrent | 17,659,000 | 19,501,000 |
Allowance for Doubtful Accounts, non-current | (970,000) | (863,000) |
Receivables, net, non-current | 16,689,000 | 18,638,000 |
Receivables, Fair Value Disclosure | 107,299,000 | 98,331,000 |
Notes Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, Past Due | $ 8,727,000 | $ 8,471,000 |
Accounts and Notes Receivable_4
Accounts and Notes Receivable - Activity in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 28, 2019 | Dec. 26, 2020 | |
Receivables [Abstract] | ||
Allowance for doubtful accounts receivable, beginning of period | $ 11,816 | $ 9,985 |
Provision for doubtful accounts | 5,375 | 5,917 |
Write-offs | (7,252) | (6,432) |
Foreign currency adjustment | 46 | (13) |
Allowance for doubtful accounts receivable, end of period | $ 9,985 | $ 9,457 |
Accounts and Notes Receivable_5
Accounts and Notes Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Dec. 26, 2020 | Dec. 28, 2019 | Apr. 30, 2019 |
Allocation of allowance for doubtful accounts | |||
Unrecognized Revenue | $ 5,100 | $ 4,900 | |
Gross amount due | 105,638 | 104,960 | |
Accounts Receivable, Allowance for Credit Loss | 9,457 | 9,985 | $ 11,816 |
Accounts receivable | |||
Allocation of allowance for doubtful accounts | |||
Gross amount due | 47,144 | 60,627 | |
Notes and interest receivable, net of unrecognized revenue | |||
Allocation of allowance for doubtful accounts | |||
Gross amount due | $ 58,494 | $ 44,333 |
Accounts and Notes Receivable_6
Accounts and Notes Receivable - Accounts and Notes Receivable Past Due (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 26, 2020 | Dec. 28, 2019 | |
Aging of accounts and notes receivable | ||
Past due | $ 33,052 | $ 38,663 |
Current | (2,257) | (3,132) |
Financing Receivable, Not Past Due | 70,329 | 63,165 |
Accounts and Notes Receivable Gross | $ 105,638 | 104,960 |
Franchise Related Notes [Member] | ||
Aging of accounts and notes receivable | ||
Receivable Stated Interest Rate | 12.00% | |
Notes and interest receivable, net of unrecognized revenue | ||
Aging of accounts and notes receivable | ||
Past due | $ 24,325 | 30,192 |
Current | 0 | 0 |
Financing Receivable, Not Past Due | 34,169 | 14,141 |
Accounts and Notes Receivable Gross | 58,494 | 44,333 |
Accounts receivable | ||
Aging of accounts and notes receivable | ||
Past due | 8,727 | 8,471 |
Current | (2,257) | (3,132) |
Financing Receivable, Not Past Due | 36,160 | 49,024 |
Accounts and Notes Receivable Gross | $ 47,144 | $ 60,627 |
Accounts and Notes Receivable_7
Accounts and Notes Receivable - Narratives (Details) - USD ($) | 12 Months Ended | |||
Dec. 26, 2020 | Nov. 04, 2020 | Jul. 10, 2020 | Dec. 28, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Unrecognized Revenue | $ 5,100,000 | $ 4,900,000 | ||
Investment in notes receivable on nonaccrual status | 6,800,000 | $ 8,500,000 | ||
Debtor-in-Possession Financing, Borrowings Outstanding | $ 6,500,000 | $ 6,500,000 | $ 25,000,000 | |
Franchise related notes | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes Receivable Due Period | 5 years | |||
Working capital and equipment notes | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes Receivable Due Period | 1 year | |||
Notes and interest receivable, net of unrecognized revenue | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Past due period | 30 days | |||
Accounts receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Past due period | 90 days |
Accounts and Notes Receivable A
Accounts and Notes Receivable Accounts and Notes Receivable current/non-current (Details) - USD ($) | Dec. 26, 2020 | Dec. 28, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and Other Receivables, Net, Current | $ 58,494,000 | $ 44,333,000 |
Notes Receivable, Related Parties, Current | 27,228,000 | 37,994,000 |
interest receivable, current, net | 2,257,000 | 3,132,000 |
Income Taxes Receivable, Current | 11,118,000 | 3,356,000 |
Allowance for Doubtful Other Receivables, Current | 8,487,000 | 9,122,000 |
Current receivables, net | 90,610,000 | 79,693,000 |
Notes Receivable, Related Parties, Noncurrent | 17,659,000 | 19,501,000 |
Allowance for Doubtful Accounts, non-current | (970,000) | (863,000) |
Receivables, net, non-current | 16,689,000 | 18,638,000 |
Receivables, Fair Value Disclosure | $ 107,299,000 | $ 98,331,000 |
Property, Equipment, and Soft_3
Property, Equipment, and Software, Net - Property, Equipment and Software (Details) - USD ($) $ in Thousands | Dec. 26, 2020 | Dec. 28, 2019 |
Property, equipment, and software, net | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization | $ 203,191 | $ 167,772 |
Less accumulated depreciation and amortization | 59,685 | 17,625 |
Property, equipment, and software, net | 143,506 | 150,147 |
Land and Land Improvements [Member] | ||
Property, equipment, and software, net | ||
Property, equipment, and software, gross | 590 | 1,592 |
Buildings and building improvements | ||
Property, equipment, and software, net | ||
Property, equipment, and software, gross | 1,546 | 7,972 |
Leasehold improvements | ||
Property, equipment, and software, net | ||
Property, equipment, and software, gross | 67,627 | 52,755 |
Furniture, fixtures, and equipment | ||
Property, equipment, and software, net | ||
Property, equipment, and software, gross | 71,836 | 59,254 |
Software | ||
Property, equipment, and software, net | ||
Property, equipment, and software, gross | 55,774 | 42,373 |
Construction in Progress [Member] | ||
Property, equipment, and software, net | ||
Property, equipment, and software, gross | 3,773 | 1,842 |
Capital Lease Obligations [Member] | ||
Property, equipment, and software, net | ||
Finance Lease, Right-of-Use Asset, before Accumulated Amortization | $ 2,045 | $ 1,984 |
Property, Equipment, and Soft_4
Property, Equipment, and Software, Net - Narratives (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Assets not placed in service | $ 0.1 | $ 0.6 | ||
Total depreciation expense | $ 7.4 | 48.9 | $ 8.4 | $ 5.6 |
Impairment of goodwill and other intangible assets | $ 20.2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 28, 2019 | Dec. 26, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 6,566 | $ 134,301 |
Acquisitions of assets from franchisees | 3,658 | 1,758 |
Disposals and foreign currency changes, net | 0 | 334,543 |
Impairment of Intangible Assets (Excluding Goodwill) | 444 | 13,957 |
Goodwill reclassified to assets held for sale, gross | 0 | (273) |
Goodwill, Transfers | 0 | 605 |
Goodwill, Ending Balance | 134,301 | 456,977 |
Buddy's Partners Asset Acquisition [Member] | ||
Goodwill [Roll Forward] | ||
Acquisitions of assets from franchisees | 7,217 | 0 |
A-Team Leasing Asset Acquisition [Member] | ||
Goodwill [Roll Forward] | ||
Acquisitions of assets from franchisees | 6,287 | 0 |
Sears Outlet [Member] | ||
Goodwill [Roll Forward] | ||
Acquisitions of assets from franchisees | 31,028 | 0 |
Vitamin Shoppe [Member] | ||
Goodwill [Roll Forward] | ||
Acquisitions of assets from franchisees | 4,951 | 0 |
Buddy's [Member] | ||
Goodwill [Roll Forward] | ||
Acquisitions of assets from franchisees | $ 75,038 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Components of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 28, 2019 | Dec. 26, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 100,057 | $ 159,492 |
Accumulated amortization | (22,467) | (24,797) |
Net carrying amount | 77,590 | 134,695 |
Finite-Lived Intangible Assets, Net | 77,590 | 134,695 |
Finite-lived Intangible Assets Acquired | $ 63,400 | $ 80,500 |
Tradename [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 3 years | 3 years |
Gross carrying amount | $ 23,534 | $ 93,702 |
Accumulated amortization | (72) | (111) |
Finite-Lived Intangible Assets, Net | $ 23,462 | $ 93,591 |
Customer Contracts [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 6 years | 6 years |
Gross carrying amount | $ 12,736 | $ 8,780 |
Accumulated amortization | (886) | (2,159) |
Finite-Lived Intangible Assets, Net | $ 11,850 | $ 6,621 |
Noncompete Agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years | 10 years |
Gross carrying amount | $ 10,609 | $ 10,581 |
Accumulated amortization | (486) | (1,569) |
Finite-Lived Intangible Assets, Net | $ 10,123 | $ 9,012 |
Reacquired Rights [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 5 years | 3 years |
Gross carrying amount | $ 11,577 | $ 2,549 |
Accumulated amortization | (2,053) | (983) |
Finite-Lived Intangible Assets, Net | $ 9,524 | $ 1,566 |
Customer lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 4 years | 4 years |
Gross carrying amount | $ 4,338 | $ 3,908 |
Accumulated amortization | (2,559) | (2,552) |
Finite-Lived Intangible Assets, Net | $ 1,779 | $ 1,356 |
Franchise Rights [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 9 years | 9 years |
Gross carrying amount | $ 37,263 | $ 39,972 |
Accumulated amortization | (16,411) | (17,423) |
Finite-Lived Intangible Assets, Net | 20,852 | $ 22,549 |
Buddy's [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets Acquired | 11,100 | |
Vitamin Shoppe [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets Acquired | 12,000 | |
American Freight | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets Acquired | $ 70,200 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Purchase Price of Assets Acquired from Franchisees (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Tangible Asset Impairment Charges | $ 300 | $ 400 | $ 100 | |
Purchase price of assets acquired from franchisees, not held for sale | $ 63,400 | 80,500 | ||
Goodwill, Transfers | $ 0 | $ 605 |
- Annual Amortization Expenses
- Annual Amortization Expenses for the Next Five Years (Details) $ in Thousands | Dec. 26, 2020USD ($) |
Estimated amortization expense for next five years | |
2014 | $ 10,340 |
2015 | 7,828 |
2016 | 6,665 |
2017 | 5,540 |
2018 | 3,731 |
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | 7,291 |
Total estimated amortization expense | $ 41,395 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Narratives (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill, Impairment Loss | $ 300 | $ 400 | $ 100 | |
Finite-lived Intangible Assets Acquired | $ 63,400 | 80,500 | ||
Tangible Asset Impairment Charges | 300 | 400 | 100 | |
Amortization of Intangible Assets | 4,800 | 13,400 | $ 5,200 | $ 5,700 |
Property, Plant and Equipment, Net | 150,147 | 143,506 | ||
Finite-Lived Intangible Assets, Gross | $ 100,057 | $ 159,492 | ||
Customer lists | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 4 years | 4 years | ||
Finite-Lived Intangible Assets, Gross | $ 4,338 | $ 3,908 | ||
Vitamin Shoppe [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 12,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (151,761) | $ (385,167) | $ (103,714) | $ (111,502) | $ (116,455) | |
Revenue, Remaining Performance Obligation, Amount | 36,511 | |||||
Financing Receivable, before Allowance for Credit Loss | 57,495 | 44,887 | ||||
Revenues | 149,510 | $ 16,647 | 2,152,504 | 132,546 | 174,872 | |
Lease Income | 23,636 | $ 0 | 64,267 | 0 | 0 | |
Deferred Revenue | 10,519 | 36,511 | ||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (319) | 3,794 | ||||
Franchise [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 1,082 | 1,154 | 2,766 | 1,793 | ||
Area Developer [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 2,447 | 3,206 | 3,146 | 2,751 | ||
Royalties and Advertising [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 7,253 | 66,746 | 63,716 | 68,559 | ||
Financial Service [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 676 | 47,801 | 33,478 | 47,225 | ||
Interest [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 4,217 | 4,911 | 8,189 | 9,895 | ||
Assisted Tax Preparation [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 1,144 | 18,852 | 14,611 | 26,645 | ||
Electronic Filing [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 119 | 2,666 | 2,675 | 10,772 | ||
Other Miscellaneous Revenues | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | 3,965 | 7,232 | ||||
Service, Other [Member] | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenues | $ 7,860 | $ 13,772 | $ 132,546 | $ 174,872 |
Revenue Performance Obligations
Revenue Performance Obligations (Details) $ in Thousands | Dec. 26, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 36,511 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-12-27 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 32,776 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 1,451 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 1,048 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 420 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 263 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 553 |
Revenue Disaggregation of Reven
Revenue Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Financing Receivable, before Allowance for Credit Loss | $ 57,495 | $ 44,887 | |||
Revenues | 149,510 | $ 16,647 | 2,152,504 | $ 132,546 | $ 174,872 |
Lease Income | 23,636 | 0 | 64,267 | 0 | 0 |
Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 96,139 | 1,899,662 | |||
Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,447 | 3,206 | 3,146 | 2,751 | |
Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,217 | 4,911 | 8,189 | 9,895 | |
Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,937 | 12,668 | |||
Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 7,860 | 13,772 | 132,546 | 174,872 | |
Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 96,139 | 0 | 1,899,662 | 0 | 0 |
Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 7,253 | 66,746 | 63,716 | 68,559 | |
Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,144 | 18,852 | 14,611 | 26,645 | |
Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 29,735 | 16,647 | 188,575 | 132,546 | 174,872 |
Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,082 | 1,154 | 2,766 | 1,793 | |
Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 676 | 47,801 | 33,478 | 47,225 | |
Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 119 | 2,666 | 2,675 | 10,772 | |
Warranty Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 16,799 | ||||
Vitamin Shoppe [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 30,574 | 1,035,964 | 0 | 0 | |
Lease Income | 0 | 0 | |||
Vitamin Shoppe [Member] | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 30,574 | 1,035,964 | |||
Vitamin Shoppe [Member] | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 30,574 | 1,035,964 | |||
Vitamin Shoppe [Member] | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Vitamin Shoppe [Member] | Warranty Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Liberty Tax [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 14,984 | 16,647 | 122,777 | 132,546 | 174,872 |
Liberty Tax [Member] | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Liberty Tax [Member] | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,447 | 2,175 | 3,206 | ||
Liberty Tax [Member] | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,950 | 4,462 | 3,624 | ||
Liberty Tax [Member] | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Liberty Tax [Member] | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,515 | 1,243 | 4,797 | ||
Lease Income | 0 | 0 | 0 | ||
Liberty Tax [Member] | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Liberty Tax [Member] | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,211 | 3,203 | 56,753 | ||
Liberty Tax [Member] | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,144 | 3,079 | 18,852 | ||
Liberty Tax [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 14,984 | 16,647 | 122,777 | ||
Lease Income | 0 | 0 | 0 | ||
Liberty Tax [Member] | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 922 | 1,508 | 1,055 | ||
Liberty Tax [Member] | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 676 | 1,209 | 31,824 | ||
Liberty Tax [Member] | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 119 | $ (232) | 2,666 | ||
Liberty Tax [Member] | Warranty Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Buddy's [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 35,722 | 97,332 | 0 | 0 | |
Lease Income | 23,636 | 64,267 | |||
Buddy's [Member] | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,498 | 5,743 | |||
Buddy's [Member] | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Buddy's [Member] | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Buddy's [Member] | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,937 | 12,668 | |||
Buddy's [Member] | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,449 | 4,562 | |||
Buddy's [Member] | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,498 | 5,743 | |||
Buddy's [Member] | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,042 | 9,993 | |||
Buddy's [Member] | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Buddy's [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 10,588 | 27,322 | |||
Buddy's [Member] | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 160 | 99 | |||
Buddy's [Member] | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Buddy's [Member] | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Buddy's [Member] | Warranty Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
American Freight | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 68,230 | 896,431 | $ 0 | $ 0 | |
Lease Income | 0 | 0 | |||
American Freight | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 64,067 | 857,955 | |||
American Freight | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
American Freight | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 267 | 1,287 | |||
American Freight | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
American Freight | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,896 | 4,413 | |||
American Freight | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 64,067 | 857,955 | |||
American Freight | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
American Freight | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
American Freight | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,163 | 38,476 | |||
American Freight | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
American Freight | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 15,977 | |||
American Freight | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 0 | 0 | |||
American Freight | Warranty Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 16,799 |
Revenue Contract with Customer,
Revenue Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Recognition of Deferred Revenue | $ (3,308) | $ (7,341) | |
Deferred Revenue, Additions | 5,173 | 12,515 | |
New Deferrals of Franchise and AD Fees | 0 | 20,818 | |
Financing Receivable, before Allowance for Credit Loss | 57,495 | 44,887 | |
Deferred Revenue | 10,519 | 36,511 | |
Deferred AD Fees and Franchise Fees at beginning of period | 10,519 | 36,511 | $ 8,654 |
Accounts Receivable, Sale | $ 44,333 | $ 58,494 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 28, 2019 | Dec. 26, 2020 | |
Leases [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 4 years 6 months | |
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | $ 163,206 | |
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 182,270 | |
Operating Lease, Expense | $ 16,587 | 100,342 |
Short-term Lease, Cost | 4,789 | 2,554 |
Variable Lease, Cost | 2,933 | 14,963 |
Sublease Income | 2,163 | 2,653 |
Operating Lease, Cost | $ 22,146 | 115,206 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 156,803 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 125,315 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 90,329 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 56,185 | |
Lessee, Operating Lease, Liability, Payments, Thereafter | 85,258 | |
Lessee, Operating Lease, Liability, Payments, Due | 696,160 | |
Operating Lease Payments, less interest | 157,456 | |
Operating Lease, Liability | 538,704 | |
Operating Lease, Payments | $ 93,325 | |
Operating Lease, Weighted Average Discount Rate, Percent | 11.04% |
Long-Term Obligations (Details)
Long-Term Obligations (Details) | Dec. 16, 2019USD ($) | Dec. 26, 2020USD ($)$ / shares | Dec. 31, 2026USD ($) | May 22, 2020USD ($) | May 01, 2020USD ($) | Feb. 14, 2020USD ($) | Feb. 07, 2020USD ($) | Dec. 28, 2019USD ($) | Oct. 23, 2019USD ($) | Oct. 03, 2019USD ($) | Oct. 02, 2019USD ($) | Sep. 30, 2019store | Aug. 23, 2019USD ($)store | Jul. 10, 2019USD ($) | May 16, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 574,043,000 | ||||||||||||||
Long-term Debt and Lease Obligation, Including Current Maturities | $ 574,043,000 | $ 463,620,000 | |||||||||||||
Secured Long-term Debt, Noncurrent | $ 70,000,000 | ||||||||||||||
Interest, Mortgage Payable | 1.85% | ||||||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 4 | ||||||||||||||
Credit Agreement, Wholly Owned Subsidiary | $ 82,000,000 | ||||||||||||||
Number of Real Estate Properties | store | 21 | 41 | |||||||||||||
Debt Instrument, Subordinated Note | $ 10,000,000 | ||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 135,000,000 | ||||||||||||||
Line of Credit Facility, Availability Block | 10,000,000 | ||||||||||||||
line of credit, sub-facility | 10,000,000 | ||||||||||||||
Line of Credit Facility, Swingline, Sub-Facility | $ 20,000,000 | ||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 800,000 | ||||||||||||||
Current Installments of Long-Term Obligation | 105,388,000 | 218,384,000 | |||||||||||||
Long-term Debt, Excluding Current Maturities | (468,655,000) | (245,236,000) | |||||||||||||
Letters of Credit Outstanding, Amount | 8,400,000 | ||||||||||||||
Write off of Deferred Debt Issuance Cost | 4,600,000 | ||||||||||||||
Long-Term Debt, Maturity, Remainder of Fiscal Year | 105,388,000 | ||||||||||||||
Long-Term Debt, Maturity, Year Two | 25,380,000 | ||||||||||||||
Long-Term Debt, Maturity, Year Three | 25,174,000 | ||||||||||||||
Long-Term Debt, Maturity, Year Four | 25,161,000 | ||||||||||||||
Long-Term Debt, Maturity, Year Five | 391,995,000 | ||||||||||||||
Long-Term Debt, Maturity, after Year Five | 945,000 | ||||||||||||||
New ABL Revolver | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | ||||||||||||||
Line of Credit Facility, Swingline, Sub-Facility | 15,000,000 | ||||||||||||||
Letters of Credit Outstanding, Amount | 15,000,000 | ||||||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 32,700,000 | ||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||
Debt Instrument, Debt Default, Amount | $ 12,500,000 | ||||||||||||||
Banking Regulation, Total Risk-Based Capital Ratio, Excess, Actual | 0.125 | ||||||||||||||
Interest Rate Floor | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 3.50% | ||||||||||||||
Interest Rate Floor | Applicable Interest Rate Margin, ABR Loans, low [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 2.50% | ||||||||||||||
Interest Rate Cap | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 3.75% | ||||||||||||||
Interest Rate Cap | Applicable Interest Rate Margin, ABR Loans, high [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 2.75% | ||||||||||||||
Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 78,310,000 | 129,260,000 | |||||||||||||
ABR Loan Base Rate Floor [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loans Receivable, Basis Spread on Variable Rate | 2.50% | ||||||||||||||
Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 491,836,000 | 268,660,000 | |||||||||||||
Senior Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 60,400,000 | $ 0 | 60,439,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | ||||||||||||||
Measurement Input, Conversion Price [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 25.1625 | ||||||||||||||
Securities Loaned or Sold under Agreements to Repurchase [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 60,600,000 | ||||||||||||||
SEC Schedule, 12-09, Allowance, Franchise Notes Receivable [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 1,269,000 | 1,661,000 | |||||||||||||
Other Debt Instrument [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | 1,691,000 | 1,825,000 | |||||||||||||
Finance Lease Liability [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 937,000 | $ 1,775,000 | |||||||||||||
FGNH First Out Tranche | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 8.00% | ||||||||||||||
Loans Payable to Bank, Noncurrent | $ 375,000,000 | ||||||||||||||
FGNH First Out Tranche | ABR Loan Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 7.00% | ||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Derivative, Floor Interest Rate | 1.00% | ||||||||||||||
FGNH Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated Excess Cash Flow, Percentage | 50.00% | ||||||||||||||
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent | 2.00% | ||||||||||||||
Credit Agreement, Installment Payments | $ 6,250,000 | ||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 100,000,000 | ||||||||||||||
FGNH ABL Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | 100,000,000 | ||||||||||||||
Commitments to Extend Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 100,000,000 | ||||||||||||||
Loan Participations and Assignments | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt | $ 5,300,000 | ||||||||||||||
Loans | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt, Gross | 575,000,000 | ||||||||||||||
FGNH Last Out Tranche [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 12.50% | ||||||||||||||
Derivative, Floor Interest Rate | 1.50% | ||||||||||||||
Loans Payable to Bank, Noncurrent | 200,000,000 | ||||||||||||||
FGNH Last Out Tranche [Member] | ABR Loan Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Rate Margin | 11.50% | ||||||||||||||
Buddy's [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of Debt | $ 101,600,000 | ||||||||||||||
Sears Outlet [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of Debt | $ 106,700,000 | ||||||||||||||
New ABL Revolver | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent | 2.00% | ||||||||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent | 2.00% | ||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 100,000,000 | $ 575,000,000 | |||||||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.00% | ||||||||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | London Interback Offered Rate (LIBOR) High Range [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | Alternate Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.00% | ||||||||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | Alternate Base Rate High [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||||||||
Line of Credit [Member] | Liberty Tax Credit Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000,000 | $ 135,000,000 | |||||||||||||
Line of Credit [Member] | Sears Outlet Credit Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 105,000,000 | ||||||||||||||
Debt Issuance Costs, Net | $ 2,800,000 | ||||||||||||||
Line of Credit [Member] | Buddy's Additional Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 23,000,000 | ||||||||||||||
Debt Issuance Costs, Net | $ 400,000 | ||||||||||||||
A-Team Leasing Asset Acquisition [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of Real Estate Properties | store | 41 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Oct. 15, 2020 | Sep. 15, 2020 | Aug. 03, 2020 | Jun. 30, 2020 | Apr. 01, 2020 | Mar. 26, 2020 | Feb. 07, 2020 | Jul. 30, 2020 | Jul. 25, 2020 | Jun. 27, 2020 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | Sep. 18, 2020 | Jun. 25, 2020 | Feb. 14, 2020 | Jan. 03, 2020 |
Stockholders' Equity | |||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 24,309,000 | ||||||||||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Options and Restricted Stock Units | 440,573 | ||||||||||||||||||
Dividends, Preferred Stock | $ 755,000 | ||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | $ 8,810,000 | ||||||||||||||||||
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 | 16,669,065 | 13,602,774 | 34,971,935 | 13,800,884 | 13,977,748 | ||||||||||||||
Earnings Per Share, Diluted | $ (4.11) | $ (3.17) | $ 0.70 | $ (0.16) | $ 0.01 | ||||||||||||||
Common Stock, Value, Issued | $ 183,000 | $ 401,000 | |||||||||||||||||
Proceeds from the exercise of stock options | 2,202,000 | $ 0 | 520,000 | $ 153,000 | $ 95,000 | ||||||||||||||
Unrealized Gain (Loss) on Derivatives | (42,000) | (145,000) | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (1,496,000) | (1,254,000) | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 3,102,000 | 604,000 | 9,484,000 | 999,000 | 3,680,000 | ||||||||||||||
Accumulated other comprehensive income (loss), net of taxes | $ (1,538,000) | (1,399,000) | |||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Share Price | $ 12 | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Other | $ 10,000,000 | ||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,200,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 23.25 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 630,000 | 630,000 | |||||||||||||||||
Debt Instrument, Term | 35 days | 30 days | 30 days | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 13,800,000 | $ 92,200,000 | $ 96,143,000 | 0 | $ 198,004,000 | 0 | 0 | ||||||||||||
Consulting, Underwriting Service Fee | $ 5,400,000 | $ 900,000 | |||||||||||||||||
Payments of Stock Issuance Costs | $ 800,000 | ||||||||||||||||||
Preferred Stock, Value, Issued | $ 0.01 | 19,000 | $ 13,000 | ||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | ||||||||||||||||||
Excess Stock, Shares Authorized | 180,000 | ||||||||||||||||||
Preferred Stock, Value, Outstanding | 1,886,667,000 | $ 1,250,000,000 | |||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 0 | 0 | 29,482,000 | 0 | 0 | ||||||||||||||
Preferred Units, Offering Costs | 1,200,000 | ||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ (68,427,000) | $ (43,053,000) | $ 25,064,000 | $ (2,156,000) | $ 125,000 | ||||||||||||||
Earnings Per Share, Basic | $ (4.11) | $ (3.17) | $ 0.70 | $ (0.16) | $ 0.01 | ||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 206,899 | 524,649 | |||||||||||||||||
Preferred stock, shares authorized (in shares) | 20,000,000 | ||||||||||||||||||
Holdco | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 34.40% | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 65.60% | ||||||||||||||||||
Class A common stock | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (68,427,000) | $ (2,156,000) | $ 123,000 | ||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | $ 2,000 | $ 66,000 | |||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 16,669,065 | 34,531,362 | 13,800,884 | 12,728,762 | |||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 13,977,748 | ||||||||||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 48,986 | ||||||||||||||||||
Earnings Per Share, Diluted | $ 0.01 | ||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 135,000 | ||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ (2,156,000) | $ 133,000 | |||||||||||||||||
Earnings Per Share, Basic | $ (4.11) | $ 0.70 | $ (0.16) | $ 0.01 | |||||||||||||||
Incremental Common Shares Attributably to Conversion of Class B Common Stock | 200,000 | ||||||||||||||||||
Incremental Common Shares Attributable to Conversion of Exchangeable Shares | 1,000,000 | ||||||||||||||||||
Undistributed Earnings Allocated to Participating Securities Class A Preferred Stock | $ (10,000) | ||||||||||||||||||
Amount of Dilutive Securities Class B Common Stock | 2,000 | ||||||||||||||||||
Amount of Dilutive Securities Exchangeable Shares | 10,000 | ||||||||||||||||||
Class B common stock | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 2,000 | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 200,000 | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 200,703 | ||||||||||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 703 | ||||||||||||||||||
Earnings Per Share, Diluted | $ 0.01 | ||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 2,000 | ||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ 2,000 | ||||||||||||||||||
Earnings Per Share, Basic | $ 0.01 | ||||||||||||||||||
Incremental Common Shares Attributably to Conversion of Class B Common Stock | 0 | ||||||||||||||||||
Incremental Common Shares Attributable to Conversion of Exchangeable Shares | 0 | ||||||||||||||||||
Undistributed Earnings Allocated to Participating Securities Class A Preferred Stock | $ 0 | ||||||||||||||||||
Holdco | Buddy's [Member] | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Conversion of Stock, Shares Issued | 1 | ||||||||||||||||||
Preferred Stock | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Preferred stock, shares issued (in shares) | 1,886,667 | 1,250,000 | |||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||||||||||||||||
Preferred Stock | Buddy's [Member] | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Conversion of Stock, Shares Issued | 0.2 | ||||||||||||||||||
Voting Non-Economic Preferred Stock | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Preferred Stock, No Par Value | $ 0.01 | ||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Preferred Stock, No Par Value | $ 0.01 | ||||||||||||||||||
Vitamin Shoppe [Member] | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 2,354,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Share Price | $ 12 | ||||||||||||||||||
Common Stock, Value, Subscriptions | $ 28,200,000 | ||||||||||||||||||
Investor Shares purchased [Member] | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 3,877,965 | ||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Common Stock, Value, Subscriptions | $ 65,900,000 | ||||||||||||||||||
Business Acquisition, Share Price | $ 12 | ||||||||||||||||||
Investor Shares purchased [Member] | Senior Notes [Member] | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 2.25% | ||||||||||||||||||
Investor Shares purchased [Member] | Private Placement [Member] | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Business Acquisition, Share Price | $ 23 | ||||||||||||||||||
Kayne FRG Holding L.P. [Member] | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Common Stock, Value, Issued | $ 31,000,000 | ||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Common Stock, Shares, Issued | 1,250,000 | ||||||||||||||||||
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 | ||||||||||||||||||
Sears Outlet [Member] | |||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Common Stock, Value, Subscriptions | $ 70,000,000 | ||||||||||||||||||
Preferred Stock | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 1,886,667,000 | 0 | |||||||||||||||||
Preferred stock, shares issued (in shares) | 1,200,000 | 0 | 1,250,000,000 | ||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | ||||||||||||||||||
Antidilutive securities | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 25 | ||||||||||||||||||
Excess Stock, Shares Authorized | 50,000 | ||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,200,000 | $ 28,800,000 | |||||||||||||||||
Preferred Units, Offering Costs | $ 100,000 |
Stock Compensation Plan (Detail
Stock Compensation Plan (Details) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Information for options granted | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Expected terms | 5 years | 0 years | ||
Nonvested stock option activity, Nonvested options | ||||
Canceled (in shares) | (152,905) | (18,598) | (225,226) | (120,069) |
Nonvested stock option activity, Weighted average exercise price | ||||
Canceled (in dollars per share) | $ 10,550 | $ 11,930 | $ 14,220 | $ 20,730 |
Total intrinsic value of options exercised | $ 300,000 | $ 600,000 | $ 100,000 | $ 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 7,200,000 | |||
Expected volatility | 4490.00% | 0.00% | ||
Risk-free interest rates | 1.70% | 0.00% | ||
stock awards expense | ||||
Nonvested stock option activity, Weighted average exercise price | ||||
Share-based Payment Arrangement, Expense | $ 3,100,000 | $ 9,500,000 | $ 1,000,000 | $ 3,700,000 |
Minimum | ||||
Stock compensation plan | ||||
Exercise period after the vesting date | 4 years | |||
Information for options granted | ||||
Dividend yield (as a percent) | 5.30% | 4.50% | ||
Expected terms | 5 years | 5 years | ||
Nonvested stock option activity, Weighted average exercise price | ||||
Expected volatility | 38.30% | 36.80% | ||
Risk-free interest rates | 2.70% | 1.90% | ||
Maximum | ||||
Stock compensation plan | ||||
Vesting period | 3 years | |||
Exercise period after the vesting date | 5 years | |||
Information for options granted | ||||
Dividend yield (as a percent) | 7.20% | 5.90% | ||
Expected terms | 6 years | 6 years | ||
Nonvested stock option activity, Weighted average exercise price | ||||
Expected volatility | 44.70% | 51.30% | ||
Risk-free interest rates | 2.80% | 2.10% | ||
Nonvested Stock Option [Member] | ||||
Nonvested stock option activity, Weighted average exercise price | ||||
Unrecognized compensation costs | $ 100,000 | |||
Stock Option Plan [Member] | ||||
Stock option activity, Number of options | ||||
Outstanding at the start of the period (in shares) | 796,244 | 460,285 | 472,503 | 1,387,331 |
Granted (in shares) | 88,340 | 0 | 704,514 | 272,502 |
Exercised (in shares) | (207,802) | (50,278) | (14,069) | (9,000) |
Canceled (in shares) | (216,497) | (18,598) | (366,704) | (1,178,330) |
Outstanding at the end of the period (in shares) | 460,285 | 391,409 | 796,244 | 472,503 |
Stock option activity, Weighted average exercise price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 10.88 | $ 10.28 | $ 17.41 | $ 18.02 |
Granted (in dollars per share) | 11.93 | 0 | 10.20 | 13.25 |
Exercised (in dollars per share) | 10.60 | 10.35 | 10.90 | 10.51 |
Canceled (in dollars per share) | 12.87 | 11.93 | 17.99 | 17.22 |
Outstanding at the end of the period (in dollars per share) | $ 10.28 | $ 10.19 | $ 10.88 | $ 17.41 |
Stock Option | ||||
Stock option activity, Number of options | ||||
Outstanding at the end of the period (in shares) | 391,409 | |||
Nonvested stock option activity, Nonvested options | ||||
Outstanding at the beginning of the period (in shares) | 654,514 | 215,007 | 267,433 | 678,118 |
Granted (in shares) | 88,340 | 0 | 704,514 | 272,502 |
Vested (in shares) | (374,942) | (133,075) | (92,207) | (563,118) |
Outstanding at the end of the period (in shares) | 215,007 | 63,334 | 654,514 | 267,433 |
Nonvested stock option activity, Weighted average exercise price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 10,350 | $ 10,110 | $ 14,270 | $ 15.88 |
Granted (in dollars per share) | 11,930 | 0 | 10,200 | 13,250 |
Vested (in dollars per share) | 10,770 | 10,460 | 9,490 | 14,610 |
Outstanding at the end of the period (in dollars per share) | 10,110 | $ 8.83 | $ 10,350 | $ 14,270 |
Restricted Stock Units | ||||
Nonvested stock option activity, Weighted average exercise price | ||||
Unrecognized compensation costs | $ 4,300,000 | |||
Performance Shares | ||||
Nonvested stock option activity, Weighted average exercise price | ||||
Unrecognized compensation costs | $ 11,900,000 | |||
Equity Plan 2011 [Member] | ||||
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) | 4,398,334 | 4,062,558 |
Stock Compensation Plan (Deta_2
Stock Compensation Plan (Details 2) - USD ($) $ / shares in Units, $ in Millions | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.3 | $ 0.6 | $ 0.1 | $ 0.1 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 7.2 | |||
Expected volatility | 4490.00% | 0.00% | ||
Risk-free interest rates | 1.70% | 0.00% | ||
Minimum | ||||
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 5.30% | 4.50% | ||
Share Based Compensation Arrangement by Share Based Payment Award Exercise Period | 4 years | |||
Expected volatility | 38.30% | 36.80% | ||
Risk-free interest rates | 2.70% | 1.90% | ||
Maximum | ||||
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 7.20% | 5.90% | ||
Vesting period | 3 years | |||
Share Based Compensation Arrangement by Share Based Payment Award Exercise Period | 5 years | |||
Expected volatility | 44.70% | 51.30% | ||
Risk-free interest rates | 2.80% | 2.10% | ||
Stock Option | ||||
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 391,409 | |||
Weighted average exercise price (in dollars per share) | $ 10.19 | |||
Number of options exercisable | 328,075 | |||
Weighted average exercise price (in dollars per share) | $ 10.46 | |||
0.00 - 10.89 | ||||
Stock options outstanding and exercisable | ||||
Exercise price, low end of range (in dollars per share) | 0 | |||
Exercise price, high end of range (in dollars per share) | $ 10.89 | |||
0.00 - 10.89 | Stock Option | ||||
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 217,500 | |||
Weighted average exercise price (in dollars per share) | $ 8.77 | |||
Weighted-average remaining contractual life (in years) | 4 years 2 months 12 days | |||
Number of options exercisable | 154,166 | |||
Weighted average exercise price (in dollars per share) | $ 8.74 | |||
10.90 - 16.38 | ||||
Stock options outstanding and exercisable | ||||
Exercise price, low end of range (in dollars per share) | 10.90 | |||
Exercise price, high end of range (in dollars per share) | $ 16.38 | |||
10.90 - 16.38 | Stock Option | ||||
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 173,909 | |||
Weighted average exercise price (in dollars per share) | $ 11.98 | |||
Weighted-average remaining contractual life (in years) | 3 years 2 months 12 days | |||
Number of options exercisable | 173,909 | |||
Weighted average exercise price (in dollars per share) | $ 11.98 |
Stock Compensation Plan Restric
Stock Compensation Plan Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | |
Stock compensation plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 7.2 | ||||
Restricted Stock Units | |||||
Stock compensation plan | |||||
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Granted in Period Weighted Average Exercise Price | $ 14,100 | $ 24,830 | $ 10,400 | $ 12.21 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 205,206,000 | 296,147,000 | 168,792,000 | 127,030,000 | 176,396,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Grant Date Fair Value | $ 13,110 | $ 20.51 | $ 10,560 | $ 12.48 | $ 13.61 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 153,085,000 | 192,809,000 | 147,991,000 | 192,560,000 | |
Share Based Compensation Arrangement by Share Based Payment Award Options Vested in Period | (80,549,000) | (85,911,000) | (28,029,000) | (187,364,000) | |
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Forfeited in Period | (36,122,000) | (15,957,000) | (78,200,000) | (54,562,000) | |
Share Based Compensation Arrangement by Share Based Payment Award Options Vested in Period Weighted Average Exercise Price | $ 10,730 | $ 12,670 | $ 13,470 | $ 13.04 | |
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Forfeited in Period Weighted Average Exercise Price | 10,720 | 19,690 | $ 12,310 | $ 13.34 | |
Performance Shares | |||||
Stock compensation plan | |||||
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Granted in Period Weighted Average Exercise Price | $ 14,400 | $ 24,840 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 465,833,000 | 618,737,000 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Grant Date Fair Value | $ 14,400 | $ 17,000 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 465,833,000 | 154,904,000 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Vested in Period | 0 | 0 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Forfeited in Period | 0 | (2,000,000) | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Vested in Period Weighted Average Exercise Price | $ 0 | $ 0 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Forfeited in Period Weighted Average Exercise Price | $ 0 | $ 14,400 |
Stock Compensation Plan - Valua
Stock Compensation Plan - Valuation Assumptions (Details) - $ / shares | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Stock compensation plan | ||||
Weighted-average fair value of options granted | $ 4.66 | $ 0 | $ 2.18 | $ 3.16 |
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Expected volatility | 4490.00% | 0.00% | ||
Expected terms | 5 years | 0 years | ||
Risk-free interest rates | 1.70% | 0.00% | ||
Minimum | ||||
Stock compensation plan | ||||
Dividend yield (as a percent) | 5.30% | 4.50% | ||
Expected volatility | 38.30% | 36.80% | ||
Expected terms | 5 years | 5 years | ||
Risk-free interest rates | 2.70% | 1.90% | ||
Maximum | ||||
Stock compensation plan | ||||
Dividend yield (as a percent) | 7.20% | 5.90% | ||
Expected volatility | 44.70% | 51.30% | ||
Expected terms | 6 years | 6 years | ||
Risk-free interest rates | 2.80% | 2.10% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 26, 2020 | Dec. 28, 2019 |
Assets: | ||
Assets, Fair Value Disclosure | $ 11,563 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets, Fair Value Disclosure | 4,253 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Assets, Fair Value Disclosure | 7,310 | |
Fair Value, Recurring [Member] | ||
Assets: | ||
Cash equivalents | 4,253 | |
Assets, Fair Value Disclosure | 4,253 | |
Contingent consideration included in obligations due former ADs, franchisees and others | $ 317 | 916 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 145 | 58 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 462 | 974 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash equivalents | 4,253 | |
Assets, Fair Value Disclosure | 4,253 | |
Contingent consideration included in obligations due former ADs, franchisees and others | 0 | 0 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Assets, Fair Value Disclosure | 0 | |
Contingent consideration included in obligations due former ADs, franchisees and others | 0 | 0 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 145 | 58 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 145 | 58 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Assets, Fair Value Disclosure | 0 | |
Contingent consideration included in obligations due former ADs, franchisees and others | 317 | 916 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 317 | 916 |
Fair Value, Nonrecurring [Member] | ||
Assets: | ||
Impaired accounts and notes receivable, net of unrecognized revenue | 9,669 | 7,310 |
Assets, Fair Value Disclosure | 9,669 | 7,310 |
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Impaired accounts and notes receivable, net of unrecognized revenue | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Impaired accounts and notes receivable, net of unrecognized revenue | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Impaired accounts and notes receivable, net of unrecognized revenue | 9,669 | 7,310 |
Assets, Fair Value Disclosure | $ 9,669 | $ 7,310 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 8 Months Ended | 12 Months Ended | ||||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | Jan. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||||
Current Federal Tax Expense (Benefit) | $ 0 | $ (61,254,000) | $ (2,400,000) | $ (4,895,000) | ||
Current State and Local Tax Expense (Benefit) | (56,000) | (615,000) | (648,000) | (1,097,000) | ||
Deferred Tax Assets, Operating Loss Carryforwards | 22,521,000 | 19,364,000 | ||||
Deferred Tax Asset, Section 743 Adjustment | 39,974,000 | |||||
Deferred Tax Asset, Interest Carryforward | 1,429,000 | 559,000 | ||||
Deferred Tax Asset, State bonus depreciation | 3,179,000 | 4,791,000 | ||||
Deferred Tax Asset, Equity Compensation | 0 | 2,316,000 | ||||
Deferred Tax Assets, Inventory | 0 | 5,793,000 | ||||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 0 | (104,000) | ||||
Current: | ||||||
Federal | (105,599,000) | $ (60,965,000) | 76,122,000 | (859,000) | 7,599,000 | |
Foreign | (740,000) | (1,071,000) | (623,000) | (723,000) | ||
Current tax expense | (684,000) | 1,600,000 | (59,568,000) | (2,425,000) | 6,715,000 | |
Deferred: | ||||||
Federal | (3,982,000) | 3,931,000 | 545,000 | (2,125,000) | ||
Deferred State and Local Income Tax Expense (Benefit) | 5,857,000 | (2,150,000) | 29,000 | 69,000 | ||
Foreign | 78,000 | (183,000) | 70,000 | (175,000) | ||
Deferred tax expense (benefit) | (9,761,000) | 1,598,000 | 586,000 | (2,369,000) | ||
Income tax expense | ||||||
Total income tax expense | (10,445,000) | (19,726,000) | (57,970,000) | (1,839,000) | 4,346,000 | |
Income before taxes | ||||||
U.S. operations | (112,886,000) | (34,989,000) | (6,229,000) | 3,176,000 | ||
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (2,025,000) | 4,173,000 | 2,234,000 | 1,305,000 | ||
Income before income taxes | (114,911,000) | (30,816,000) | (3,995,000) | 4,481,000 | ||
Deferred tax assets: | ||||||
Goodwill, intangible assets, and assets held for sale | 32,000 | 33,000 | ||||
Deferred Tax Assets, in Process Research and Development | 0 | 601,000 | ||||
Deferred revenue | 0 | 1,056,000 | ||||
Property, equipment and software (Canada) | 119,000 | 115,000 | ||||
Deferred Tax Asset, Allowances | 0 | 4,272,000 | ||||
Unrealized gain/loss | 89,000 | 29,000 | ||||
Deferred Tax Asset, Lease Liability | 0 | 138,850,000 | ||||
Deferred Tax Assets, Other | 0 | 2,000 | ||||
Deferred Tax Assets, Net | 27,375,000 | 221,967,000 | ||||
Deferred Tax Assets, Valuation Allowance | (11,417,000) | (53,004,000) | ||||
Deferred Tax Assets, Net of Valuation Allowance | 15,958,000 | 168,963,000 | ||||
Deferred tax liabilities: | ||||||
Property, equipment and software (U.S.) | 0 | (30,147,000) | ||||
Deferred Tax Liabilities, Goodwill and Intangible Assets | 0 | (16,678,000) | ||||
Deferred Tax Liabilities, Right-Of-Use Assets | 0 | (131,637,000) | ||||
Deferred Tax Liabilities, Prepaid Expenses | 0 | (2,620,000) | ||||
Deferred Tax Liabilities, Investments | (15,958,000) | 0 | ||||
Deferred Income Tax Liabilities, Net | 0 | (12,119,000) | ||||
Total deferred tax liabilities | (15,958,000) | (181,082,000) | ||||
Uncertain tax position | 308,000 | 0 | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||
Liability for uncertain tax positions, beginning of year | $ 153,000 | 461,000 | 153,000 | |||
Addition: increases related to current year positions | 308,000 | 0 | ||||
Liability for uncertain tax positions, end of year | 461,000 | 357,000 | $ 153,000 | |||
Deferred Tax Liability Not Recognized, Events that Would Cause Temporary Difference to be Taxable, Undistributed Earnings of Domestic Subsidiary | $ 10,500,000 | |||||
Tax Receivable Agreement, Percentage of Tax Benefit | 40.00% | |||||
Deferred Tax Asset, Accrued Expenses | $ 6,000 | $ 4,212,000 | ||||
Deferred Tax Assets, Tax Credit Carryforwards | 600,000 | |||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 41,600,000 | |||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Charged To Continuing Operations | $ 100,000 | |||||
Tax Cuts and Jobs Act, Transition Tax for Accumulated Foreign Earnings, Liability | 200,000 | $ 1,200,000 | ||||
Increase (decrease) in Income Tax Expense (Benefit) | $ 1,200,000 | |||||
Investor Shares purchased [Member] | ||||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||
Stock Repurchased During Period, Shares | 9,433,332 | |||||
CARES Act, Income Tax Benefit | ||||||
Current: | ||||||
Current tax expense | $ 52,300,000 | |||||
Tax Receivable Agreement | ||||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||
Deferred Tax Liabilities, Deferred Expense | 16,800,000 | |||||
Domestic Tax Authority [Member] | ||||||
Current: | ||||||
Federal | 76,200,000 | |||||
State and Local Jurisdiction [Member] | ||||||
Current: | ||||||
Federal | 51,200,000 | |||||
UNITED STATES | ||||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||
Effective Income Tax Reconciliation, Uncertain Tax Position | 100,000 | |||||
CANADA | ||||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||
Liability for uncertain tax positions, beginning of year | ||||||
Liability for uncertain tax positions, end of year | $ 200,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Reconciliation of amounts computed by applying the U.S. federal income tax rate to pretax income from continuing operations | |||||
Computed expected income tax expense | $ (24,131,000) | $ (6,471,000) | |||
State income taxes, net of federal benefit | (5,801,000) | (1,187,000) | |||
Nondeductible expenses | 244,000 | 96,000 | |||
Stock compensation expense | (11,000) | 11,000 | |||
Effective Income Tax Rate Reconciliation, GILTI Tax, Amount | 0 | 413,000 | |||
Effective Income Tax Rate Reconciliation, Transaction Costs, Amount | 0 | 392,000 | |||
Effective Income Tax Rate Reconciliation, Disposition of Business, Amount | 0 | 1,062,000 | |||
Foreign tax rate differential | (142,000) | 230,000 | |||
Remeasurement of deferreds | (478,000) | 0 | |||
Effective Income Tax Rate Reconciliation, CARES Act | 0 | (52,337,000) | |||
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Non-controlling interest in parent, Amount | 0 | (1,018,000) | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | 0 | (676,000) | |||
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount | 623,000 | 0 | |||
Effective Income Tax Rate Reconciliation, Decrease In Deferred Tax Liability Due To Change In Tax Status | 0 | (8,882,000) | |||
Effective Income Tax Rate Reconciliation, Change In Deferred Tax Assets, Valuation Allowance Due To Change In Tax Status, Amount | 7,495,000 | 8,882,000 | |||
Effective Income Tax Rate Reconciliation, Change In Deferred Tax Asset Valuation Allowance, CARES Act, Amount | (11,417,000) | ||||
Valuation allowance | 11,417,000 | 2,456,000 | |||
Effective Income Tax Rate Reconciliation, Change In Deferred Tax Liability, Current Year Activity | 0 | 10,254,000 | |||
Other | 339,000 | 222,000 | |||
Total income tax expense | $ (10,445,000) | $ (19,726,000) | $ (57,970,000) | $ (1,839,000) | $ 4,346,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 15, 2021USD ($) | Dec. 02, 2020USD ($) | Nov. 20, 2020USD ($) | Sep. 18, 2020USD ($)business$ / sharesshares | Dec. 26, 2020USD ($) | Aug. 23, 2020 | Jan. 31, 2021USD ($) | Jan. 11, 2021USD ($) | Oct. 23, 2020shares | Jun. 30, 2020USD ($) | May 01, 2020USD ($) | Feb. 14, 2020USD ($) | Feb. 07, 2020USD ($)shares | Jan. 06, 2020USD ($)shares | Dec. 28, 2019USD ($) | Dec. 16, 2019USD ($) | Dec. 06, 2019USD ($)shares | Oct. 23, 2019USD ($) | Sep. 30, 2019shares | Aug. 07, 2019USD ($)$ / shares | Jul. 10, 2019USD ($)shares | May 16, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 60.00% | |||||||||||||||||||||
Related Party Transactions, Percent of Net Revenue Provided by Related Party | 50.00% | |||||||||||||||||||||
Consulting, Advisory Services Fee | $ 5,000,000 | |||||||||||||||||||||
Tax Receivable Agreement, Percentage of Tax Benefit | 40.00% | |||||||||||||||||||||
Tax Receivable Agreement, Payment to Non-controlling Holders | $ 16,800,000 | |||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 135,000,000 | |||||||||||||||||||||
Repayment of Notes Receivable from Related Parties | 11,000,000 | |||||||||||||||||||||
Debt Instrument, Commitment Fee, Rate | 6.00% | |||||||||||||||||||||
Commitments, Fair Value Disclosure | $ 36,000,000 | |||||||||||||||||||||
Other Commitment | $ 100,000,000 | |||||||||||||||||||||
Consulting, Underwriting Service Fee | $ 900,000 | $ 5,400,000 | ||||||||||||||||||||
Accounts Payable, Underwriters, Promoters, and Employees | $ 300,000 | |||||||||||||||||||||
Equity, Amount used for acquisition | $ 70,000,000 | |||||||||||||||||||||
Common Stock, Equity Commitment, Agreed Purchase Amount | $ 70,000,000 | |||||||||||||||||||||
Common stock | $ 401,000 | $ 183,000 | ||||||||||||||||||||
Buddy's [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Number Of Businesses Disposed Of | business | 47 | |||||||||||||||||||||
Revenue from Related Parties | $ 35,000,000 | |||||||||||||||||||||
Ownership Percentage [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 32.50% | |||||||||||||||||||||
Vintage RTO, L.P. ownership [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
aggregate voting power | 19.00% | |||||||||||||||||||||
Payment to Noncontrolling Holders [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Tax Receivable Agreement, Percentage of Tax Benefit | 40.00% | |||||||||||||||||||||
Former Director | Buddy's [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Equity Interest Received, Amount Per Share | $ / shares | $ 5 | |||||||||||||||||||||
Related Party Transaction, Equity Interest Received | shares | 1,500,000 | |||||||||||||||||||||
Notes Receivable, Related Parties | $ 22,000,000 | |||||||||||||||||||||
American Freight | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 675,000,000 | |||||||||||||||||||||
Closing Subscription Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | shares | 2,083,333.33 | |||||||||||||||||||||
Common Stock, Value, Subscriptions | $ 25,000,000 | |||||||||||||||||||||
Ownership Interest | 11.30% | |||||||||||||||||||||
Underwriting of Preferred Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Consulting, Underwriting Service Fee | $ 5,400,000 | |||||||||||||||||||||
Buddy's Partners Asset Acquisition [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 1,350,000 | |||||||||||||||||||||
Acquisition, Shares, Preferred Stock Issued | shares | 270,000 | |||||||||||||||||||||
Vitamin Shoppe Acquisition And Related Transactions [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 15.00% | |||||||||||||||||||||
Business Acquisition, Share Price | $ / shares | $ 12 | |||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 937,500 | |||||||||||||||||||||
Common stock | $ 11,300,000 | |||||||||||||||||||||
Vitamin Shoppe Acquisition And Related Transactions [Member] | Investor | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 1,501,248 | |||||||||||||||||||||
Common stock | $ 19,900,000 | |||||||||||||||||||||
Subscription Agreement | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | shares | 2,333,333.33 | 2,354,000 | 937,500 | |||||||||||||||||||
Common Stock, Value, Subscriptions | $ 28,200,000 | $ 11,300,000 | $ 28,000,000 | |||||||||||||||||||
Revolution Financial Tax Program Agreement | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Term | 1 year | |||||||||||||||||||||
Due To Related Parties, Amount Per Location | $ 5,000 | |||||||||||||||||||||
Revolution Financial Tax Program Agreement | Liberty Tax [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due From Related Parties, Percentage Of Gross Receipts | 60.00% | |||||||||||||||||||||
Revolution Financial Tax Program Agreement | Franchise Group, Inc | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due To Related Parties, Percentage Of Marketing Material Costs | 60.00% | |||||||||||||||||||||
Revolution Financial Tax Program Agreement | Revolution | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due To Related Parties, Percentage Of Marketing Material Costs | 40.00% | |||||||||||||||||||||
Revolution Financial Loan Program Agreement | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Term | 1 year | |||||||||||||||||||||
Due To Related Parties, Amount Per Location | $ 10,000 | |||||||||||||||||||||
Due To Related Parties, Franchise Fee, Percentage Of Monthly Net Revenue | 50.00% | |||||||||||||||||||||
Revolution Canada Loan Program Agreement | Forecast | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due to Related Parties | $ 200,000 | |||||||||||||||||||||
Due To Related Parties, Servicing Fee Calculation, Amount Subtracted From Aggregate Interest And Origination Fees | 200,000 | |||||||||||||||||||||
Due To Related Parties, Servicing Fee Calculation, Amount Paid If Difference Is Negative | 200,000 | |||||||||||||||||||||
Revolution Canada Loan Program Agreement | Revolution | Forecast | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Maximum Loan Amount | $ 20,000,000 | |||||||||||||||||||||
Fee Letter With B. Riley | Former Director | Subsequent Event | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due to Related Parties | $ 250,000 | |||||||||||||||||||||
January 2021 Underwritten Offering Of Preferred Stock | Former Director | Subsequent Event | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due to Related Parties | $ 3,000,000 | |||||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 300,000 | |||||||||||||||||||||
Tender Offer [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | shares | 669,678 | |||||||||||||||||||||
Offer Value [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common Stock, Value, Subscriptions | $ 11,400,000 | |||||||||||||||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 575,000,000 | $ 100,000,000 | ||||||||||||||||||||
Administrative Agent [Member] | Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 100,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 03, 2019 | Dec. 26, 2020 | Aug. 12, 2019 |
Commitments and contingencies | |||
Derivative Complaint, Inadequate Share Price, Price Per Share | $ 12 | ||
IRS Investigation | |||
Commitments and contingencies | |||
Loss Contingency Accrual | $ 3,000 | ||
Loss Contingency, Settlement, Payment Period | 4 years | ||
DOJ Legal Proceeding | |||
Commitments and contingencies | |||
Loss Contingency, Additional Costs Expected Per Year | $ 1,000 | ||
Stockholder Class-Action And Derivative Complaint | |||
Commitments and contingencies | |||
Loss Contingency Accrual | $ 500 | ||
Additional Accrual for loss contingency [Member] | IRS Investigation | |||
Commitments and contingencies | |||
Loss Contingency Accrual | 1,000 | ||
Compliance Program loss contingency [Member] | IRS Investigation | |||
Commitments and contingencies | |||
Loss Contingency Accrual | $ 500 |
Segments Narrative (Details)
Segments Narrative (Details) | 12 Months Ended |
Dec. 26, 2020segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 4 |
Segments Total Revenues by Segm
Segments Total Revenues by Segment (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 149,510 | $ 16,647 | $ 2,152,504 | $ 132,546 | $ 174,872 |
Vitamin Shoppe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 30,574 | 1,035,964 | 0 | 0 | |
Liberty Tax [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 14,984 | $ 16,647 | 122,777 | 132,546 | 174,872 |
Buddy's [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 35,722 | 97,332 | 0 | 0 | |
American Freight | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 68,230 | $ 896,431 | $ 0 | $ 0 |
Segments Depreciation and Amort
Segments Depreciation and Amortization by Segment (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Depreciation Amortization and Impairment | $ 32,401 | $ 62,543 | $ 14,084 | $ 14,416 |
Vitamin Shoppe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation Amortization and Impairment | 986 | 40,289 | 0 | 0 |
Liberty Tax [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation Amortization and Impairment | 28,501 | 10,391 | 14,084 | 14,416 |
Buddy's [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation Amortization and Impairment | 2,365 | 5,661 | 0 | 0 |
American Freight | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation Amortization and Impairment | $ 549 | $ 6,202 | $ 0 | $ 0 |
Segments Operating Income (Deta
Segments Operating Income (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 26, 2020 | Apr. 30, 2019 | Apr. 30, 2018 | |
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | $ (105,599) | $ (60,965) | $ 76,122 | $ (859) | $ 7,599 |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | (98,466) | 89,694 | (859) | 7,599 | |
Operating Segments [Member] | Vitamin Shoppe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | (13,509) | 5,371 | 0 | 0 | |
Operating Segments [Member] | Liberty Tax [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | (69,590) | 23,611 | (859) | 7,599 | |
Operating Segments [Member] | Buddy's [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | 3,172 | 20,364 | 0 | 0 | |
Operating Segments [Member] | American Freight | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | (18,539) | 40,348 | 0 | 0 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | $ (7,133) | $ (13,572) | $ 0 | $ 0 |
Segments Total Assets (Details)
Segments Total Assets (Details) - USD ($) $ in Thousands | Dec. 26, 2020 | Dec. 28, 2019 |
Segment Reporting Information [Line Items] | ||
Assets | $ 1,837,661 | $ 1,298,545 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,637,142 | 1,259,339 |
Operating Segments [Member] | Vitamin Shoppe [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 607,148 | 679,646 |
Operating Segments [Member] | Liberty Tax [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 90,565 | 123,576 |
Operating Segments [Member] | Buddy's [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 137,698 | 188,941 |
Operating Segments [Member] | American Freight | ||
Segment Reporting Information [Line Items] | ||
Assets | 801,731 | 267,176 |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 200,519 | $ 39,206 |
Segments Goodwill (Details)
Segments Goodwill (Details) - USD ($) $ in Thousands | Dec. 26, 2020 | Dec. 28, 2019 | Apr. 30, 2019 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 456,977 | $ 134,301 | $ 6,566 |
Vitamin Shoppe [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 1,277 | 4,951 | |
Liberty Tax [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 8,719 | 9,780 | |
Buddy's [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 79,099 | 88,542 | |
American Freight | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 367,882 | $ 31,028 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 15, 2021USD ($)shares | Dec. 27, 2020USD ($)business | Aug. 03, 2020USD ($) | Mar. 27, 2021USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | Dec. 26, 2020USD ($)shares | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) | Mar. 02, 2021$ / shares |
Subsequent Event [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 4,200,000 | |||||||||
Payments of Stock Issuance Costs | $ 800,000 | |||||||||
Total income tax expense | $ 10,445,000 | $ 19,726,000 | $ 57,970,000 | $ 1,839,000 | $ (4,346,000) | |||||
Subsequent Event | Dividend Declared | Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.375 | |||||||||
Subsequent Event | Dividend Declared | Preferred Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.46875 | |||||||||
Subsequent Event | Liberty Tax Segment | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from Divestiture of Businesses | $ 182,000,000 | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | 243,000,000 | |||||||||
Disposal Group, Including Discontinued Operation, Equity Interest, Fair Value | 61,000,000 | |||||||||
Subsequent Event | Public Offering | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 3,300,000 | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 79,700,000 | |||||||||
Payments of Stock Issuance Costs | $ 3,200,000 | |||||||||
FFO | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 13,800,000 | |||||||||
Number of Businesses Acquired | business | 31 | |||||||||
Pet Supplies Plus | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | 700,000,000 | |||||||||
Total income tax expense | 100,000,000 | |||||||||
Pet Supplies Plus | Subsequent Event | Line of Credit [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,300,000,000 | |||||||||
Pet Supplies Plus | Subsequent Event | Line of Credit [Member] | Unsecured Debt | B. Riley Financial | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 |
Uncategorized Items - tax-20201
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 16,427,000 |