Document and Entity Information
Document and Entity Information - USD ($) | 8 Months Ended | ||
Dec. 28, 2019 | Apr. 20, 2020 | Jun. 29, 2019 | |
Entity Information [Line Items] | |||
Entity Registrant Name | Franchise Group, Inc. | ||
Entity Central Index Key | 0001528930 | ||
Document Type | 10-KT | ||
Document Period End Date | Dec. 28, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-28 | ||
Entity Filer Category | Accelerated Filer | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | Q3 | ||
Entity Common Stock, Shares Outstanding | 35,148,659 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 55,605,773 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 39,581 | $ 22,983 | $ 18,522 |
Receivables: | |||
Total current receivables, net | 79,693 | 60,427 | 66,816 |
Inventory, Net | 300,312 | 0 | 0 |
Other Assets, Current | 20,267 | 9,682 | 14,370 |
Total current assets | 439,853 | 93,092 | 99,708 |
Property, equipment, and software, net | 150,147 | 32,676 | 38,636 |
Accounts and Financing Receivable, after Allowance for Credit Loss, Noncurrent | 18,638 | 6,812 | 5,589 |
Goodwill | 134,301 | 6,566 | 8,640 |
Other intangible assets, net | 77,590 | 19,161 | 22,837 |
Operating Lease, Right-of-Use Asset | 462,610 | 0 | 0 |
Other assets, net | 15,406 | 1,694 | 2,593 |
Total assets | 1,298,545 | 160,001 | 178,003 |
Current liabilities: | |||
Current installments of long-term debt | 218,384 | 13,108 | 18,113 |
Operating Lease, Liability, Current | 107,680 | 0 | 0 |
Accounts payable and accrued expenses | 158,995 | 13,672 | 14,521 |
Deferred revenue - current | 16,409 | 21,408 | 24,438 |
Total current liabilities | 501,468 | 48,188 | 57,072 |
Long-term debt, excluding current installments | 245,236 | 1,940 | 2,270 |
Long-term Debt and Lease Obligation | 394,307 | 0 | 0 |
Other Liabilities, Noncurrent | 5,773 | 6,159 | 7,159 |
Total liabilities | 1,146,784 | 56,287 | 66,501 |
Stockholders' equity: | |||
Additional paid-in capital | 108,339 | 12,552 | 11,570 |
Accumulated other comprehensive income (loss), net of taxes | (1,538) | (1,910) | (1,347) |
Retained earnings | 18,388 | 92,932 | 101,139 |
Stockholders' Equity Attributable to Parent | 125,391 | 103,714 | 111,502 |
Noncontrolling Interest in Variable Interest Entity | 26,370 | 0 | 0 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 151,761 | 103,714 | 111,502 |
Total liabilities and stockholders' equity | 1,298,545 | 160,001 | 178,003 |
Special voting preferred stock | |||
Stockholders' equity: | |||
Preferred stock | 19 | 0 | 0 |
Stockholders' Equity Attributable to Parent | 0 | 0 | |
Class A Common stock | |||
Stockholders' equity: | |||
Common stock | 183 | 140 | 128 |
Stockholders' Equity Attributable to Parent | 183 | 140 | 128 |
Class B Common stock | |||
Stockholders' equity: | |||
Common stock | 0 | 0 | 2 |
Stockholders' Equity Attributable to Parent | 0 | 2 | |
Exchangeable shares | |||
Stockholders' equity: | |||
Common stock | $ 0 | $ 0 | $ 10 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Preferred stock, shares authorized (in shares) | 20,000,000 | ||
Common stock, shares authorized (in shares) | 180,000,000 | ||
Special voting preferred stock | |||
Par value (in dollars per share) | $ 0 | $ 0 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 0 | 0 | 10 |
Preferred stock, shares issued (in shares) | 0 | 0 | 10 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 10 |
Class A Common stock | |||
Par value (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) |
Common stock, shares authorized (in shares) | 180,000,000 | 22,000,000 | 21,200,000 |
Common stock, shares issued (in shares) | 18,254,225 | 14,048,528 | 12,823,020 |
Common stock, shares outstanding | 18,254,225 | 15,048,528 | 12,823,020 |
Class B Common stock | |||
Par value (in dollars per share) | $ (0.01) | ||
Common stock, shares authorized (in shares) | 0 | 0 | 1,000,000 |
Common stock, shares issued (in shares) | 0 | 0 | 200,000 |
Common stock, shares outstanding | 0 | 0 | 200,000 |
Exchangeable shares | |||
Par value (in dollars per share) | $ (0.01) | ||
Common stock, shares issued (in shares) | 0 | 0 | 1,000,000 |
Common stock, shares outstanding | 0 | 0 | 1,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Revenues: | ||||
Total revenues | $ 149,510 | $ 16,647 | $ 132,546 | $ 174,872 |
Lease Income | 23,636 | 0 | 0 | 0 |
Operating expenses: | ||||
Selling, general, and administrative expenses | 173,860 | 68,267 | 124,060 | 162,321 |
Cost of Goods Sold, Leases | 8,661 | 0 | 0 | 0 |
Cost of Goods and Services Sold | 81,249 | 0 | 0 | 0 |
Restructuring Costs | 0 | 9,345 | 9,345 | 4,952 |
Service and other | 4,952 | 9,345 | ||
Total operating expenses | 255,109 | 77,612 | 133,405 | 167,273 |
Income from operations | (105,599) | (60,965) | (859) | 7,599 |
Other income (expense): | ||||
Foreign currency transaction loss | 37 | (12) | (113) | 63 |
Interest expense | (9,349) | (1,802) | (3,023) | (3,181) |
Income before income taxes | (114,911) | (62,779) | (3,995) | 4,481 |
Income tax expense | (10,445) | (19,726) | (1,839) | 4,346 |
Net income | (104,466) | (43,053) | (2,156) | 135 |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | $ (36,039) | 0 | 0 | 10 |
Net Income (Loss) Available to Common Stockholders, Basic | $ (43,053) | $ (2,156) | $ 125 | |
Earnings Per Share, Basic | $ (4.11) | $ (3.17) | $ (0.16) | $ 0.01 |
Earnings Per Share, Diluted | $ (4.11) | $ (3.17) | $ (0.16) | $ 0.01 |
Net income per share attributable to Class A and Class B common stockholders: | ||||
Weighted Average Number of Shares Outstanding, Basic | 13,602,774 | 13,800,884 | 12,928,762 | |
Weighted Average Number of Shares Outstanding, Diluted | 16,669,065 | 13,602,774 | 13,800,884 | 13,977,748 |
Common Stock, Dividends, Per Share, Declared | $ 16,669,065 | |||
Class A Common stock | ||||
Other income (expense): | ||||
Net income | $ 133 | $ (2,156) | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (68,427) | $ 123 | $ (2,156) | |
Earnings Per Share, Basic | $ (4.11) | $ 0.01 | $ (0.16) | |
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 | 12,728,762 | 13,800,884 | |
Weighted Average Number of Shares Outstanding, Diluted | 13,977,748 | |||
Product [Member] | ||||
Revenues: | ||||
Total revenues | $ 96,139 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Cost of Goods and Services Sold | 71,820 | 0 | 0 | 0 |
Service [Member] | ||||
Revenues: | ||||
Total revenues | 29,735 | 16,647 | 132,546 | 174,872 |
Operating expenses: | ||||
Cost of Goods and Services Sold | $ 768 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Net income | $ (104,466,000) | $ (43,053,000) | $ (2,156,000) | $ 135,000 |
Unrealized (loss) gain on interest rate swap agreement, net of taxes of ($15), ($16), $(23) and $22, respectively | (40,000) | (18,000) | (36,000) | 58,000 |
Other Comprehensive Income (Loss), Net of Tax | 372,000 | (672,000) | (563,000) | 737,000 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (104,094,000) | (43,725,000) | (2,719,000) | 872,000 |
Foreign currency translation adjustment | (412,000) | 654,000 | 527,000 | (679,000) |
Comprehensive income | (68,183,000) | (43,725,000) | (2,719,000) | 872,000 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 35,911,000 | $ 0 | 0 | 0 |
AOCI Attributable to Parent [Member] | ||||
Net income | $ 737,000 | |||
Other Comprehensive Income (Loss), Net of Tax | $ (563,000) |
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 | Apr. 30, 2019 | Apr. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Taxes on reclassified gain on sale of AFS securities included in income | $ (36) | $ (18) | $ (36) | $ 58 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | $ (40) | $ (18) | $ (36) | $ 58 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Additional paid-in capital | Accumulated other comprehensive income (loss), net | Retained earnings | Exchangeable shares | Total Equity [Member] | Noncontrolling Interest [Member] | Class A Common stock | Class B Common stock | Special voting preferred stock | Exchangeable shares | Preferred Stock [Member] | Common Stock [Member] | 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 | 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 [Member] |
Stockholders' Equity Attributable to Parent | $ 8,371 | $ (2,084) | $ 110,029 | $ 10 | $ 127 | $ 2 | $ 0 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 131 | ||||||||||||||||||||||||||||
Exercise of stock options | 3,105 | 95 | |||||||||||||||||||||||||||
NetIncomeLoss | 135 | 737 | |||||||||||||||||||||||||||
Payments of Dividends | (9,025) | (9,025) | |||||||||||||||||||||||||||
Foreign currency translation adjustment | 679 | ||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | 58 | ||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 737 | ||||||||||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | 125 | ||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 737 | ||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Reconition | 95 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, attributable to parent | $ 1 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, Attributable to Noncontrolling Interest | 3,104 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 111,502 | 11,570 | (1,347) | 101,139 | $ 10 | $ 128 | $ 2 | $ 0 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 135 | 135 | |||||||||||||||||||||||||||
NetIncomeLoss | (2,156) | (2,156) | $ (2,156) | ||||||||||||||||||||||||||
Payments of Dividends | (2,257) | (2,257) | |||||||||||||||||||||||||||
Foreign currency translation adjustment | (527) | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,200 | (200) | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 10 | $ 12 | $ (2) | ||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | (36) | ||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (2,156) | ||||||||||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | (2,156) | $ (2,156) | |||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | (563) | (563) | |||||||||||||||||||||||||||
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) | $ (10) | |||||||||||||||||||||||||||
stock issued during period, shares, share based compensation , net of forfe | 14 | ||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | 153 | ||||||||||||||||||||||||||||
Adjustment to APIC, Share based Compensation,Requisite Service Period Recognition, Attributable to Noncontrolling Interest | 829 | ||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Reconition | 153 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 12 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | 829 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 103,714 | 12,552 | (1,910) | 92,932 | $ 0 | $ 103,714 | $ 140 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | (3,794) | (3,794) | |||||||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 0 | ||||||||||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (36,167) | ||||||||||||||||||||||||||||
Exercise of stock options | 500 | ||||||||||||||||||||||||||||
NetIncomeLoss | (104,466) | (68,427) | |||||||||||||||||||||||||||
Payments of Dividends | 6,436 | 6,436 | |||||||||||||||||||||||||||
Foreign currency translation adjustment | 412 | ||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | (40) | ||||||||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (104,594) | ||||||||||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | (68,427) | $ (68,427) | |||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 372 | ||||||||||||||||||||||||||||
stock issued during period, shares, share based compensation , net of forfe | 208 | ||||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | 2,200 | 2,202 | $ 2 | ||||||||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Reconition | 2,202 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, attributable to parent | 372 | 372 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised, Attributable to Noncontrolling Interest | 128 | ||||||||||||||||||||||||||||
Acquisition, Issuance of Stock, Shares | 1,617 | ||||||||||||||||||||||||||||
Acquisition, Stock Issued During the Period, Value | 87,950 | 87,934 | $ 16 | ||||||||||||||||||||||||||
Acquisition, Stock Issued During the Period, Value, Attributable to Parent | 87,950 | ||||||||||||||||||||||||||||
Noncontrolling Interest in Period, Value | 0 | (62,409) | |||||||||||||||||||||||||||
Acquisition Costs, Period Cost, attributable to parent | (62,409) | ||||||||||||||||||||||||||||
Acquisition Costs, Period Cost, Attributable to Noncontrolling Interest | 62,409 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 74 | 270 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | 2,992 | 2,991 | 2,992 | $ 1 | $ 16,200 | $ 16,197 | $ 16,200 | $ 3 | |||||||||||||||||||||
Acquisition, Common stock, issued during period, shares | $ 2,083 | $ 3,333 | $ 2,439 | ||||||||||||||||||||||||||
Acquisition, Common stock, issued during period, value | $ 21 | $ 33 | $ 25 | ||||||||||||||||||||||||||
preferred stock, issued during period, value | $ 25,000 | $ 24,979 | $ 25,000 | $ 40,000 | $ 39,967 | $ 40,000 | $ 31,143 | $ 31,118 | $ 31,143 | ||||||||||||||||||||
Unsolicited Tender Offer Costs | (47,229) | (47,190) | (47,229) | $ (39) | $ (3,936) | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 125,391 | $ 108,339 | $ (1,538) | 18,388 | 125,391 | $ 183 | $ 19 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Dividends Payable | (6,436) | ||||||||||||||||||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 319 | $ 319 | $ 319 | ||||||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 26,370 |
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. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividend per share | $ 0.25 | $ 160 | $ 0.64 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Proceeds from Sale of Intangible Assets | $ 279 | $ 1,207 | $ 1,229 | $ 451 |
Payments of Ordinary Dividends | 0 | (2,244) | (2,244) | (8,922) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 22,163 | (14,541) | 4,461 | 2,095 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 45,146 | 22,983 | 18,522 | |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 1,140 | 4,031 | 4,031 | 7,393 |
Income Taxes Paid, Net | 4,180 | 1,577 | 2,734 | 3,383 |
Capital Expenditures Incurred but Not yet Paid | 0 | 0 | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | (317,251) | 0 | 0 | |
Cash flows from operating activities: | ||||
Net income | (104,466) | (43,053) | (2,156) | 135 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Provision for doubtful accounts | 4,751 | 5,150 | 8,738 | 12,396 |
Other Depreciation and Amortization | 32,401 | 8,429 | 14,084 | 14,416 |
Amortization of deferred financing costs | 319 | 169 | 38 | 155 |
Gain (Loss) on Disposition of Other Assets | 900 | 5,244 | 5,833 | 5,261 |
Share-based Payment Arrangement, Noncash Expense | 3,102 | 604 | 999 | 3,680 |
Gain on bargain purchases and sales of Company-owned offices | 1,106 | 155 | (694) | 2,401 |
Equity in loss of affiliate | (115) | (46) | 63 | 71 |
Deferred tax expense | (9,275) | (200) | 586 | (2,369) |
Changes in: | ||||
Accounts payable and accrued expenses | (4,414) | (12,510) | (338) | (320) |
Income taxes | (2,012) | (23,546) | (6,886) | (798) |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (41,485) | (51,774) | 17,129 | 27,645 |
Increase (Decrease) in Accounts and Other Receivables | 5,176 | 6,714 | (913) | (3,360) |
Cash flows from investing activities: | ||||
Issuance of operating loans to franchisees | (22,483) | (28,940) | (68,283) | (73,796) |
Payments received on operating loans to franchisees | 827 | 2,048 | 67,556 | 72,647 |
Purchases of Company-owned offices, AD rights, and acquired customer lists | (3,491) | (139) | (229) | (2,926) |
Purchases of property, equipment, and software | (1,136) | (2,391) | (2,939) | (5,388) |
Net cash used in investing activities | (343,255) | (28,215) | (2,666) | (9,012) |
Cash flows from financing activities: | ||||
Proceeds from the exercise of stock options | 2,202 | 0 | 153 | 95 |
Repurchase of common stock | 0 | 0 | (88) | 1 |
Repayment of other long-term debt | (13,054) | (4,235) | (7,502) | (7,432) |
Increase (Decrease) in Other Current Assets | 33,024 | 1,334 | (3,487) | 921 |
Borrowings under revolving credit facility | 129,260 | 75,946 | 123,615 | 178,251 |
Repayments under revolving credit facility | (25,403) | (3,692) | (123,615) | (178,251) |
Proceeds from Issuance of Common Stock | 96,143 | 0 | 0 | 0 |
Unsolicited Tender Offer Costs | (47,229) | |||
Payments of Debt Issuance Costs | (15,071) | 0 | 0 | 0 |
Proceeds from Issuance of Debt | 280,000 | 0 | 0 | 0 |
Cash paid for taxes on exercises/vesting of stock-based compensation | (110) | (83) | (83) | (576) |
Net cash provided by (used in) financing activities | 406,738 | 65,692 | (9,764) | (16,834) |
Effect of exchange rate changes on cash, net | 165 | (244) | (238) | 296 |
Cash and cash equivalents at beginning of year | 22,983 | $ 18,522 | 18,522 | |
Cash and cash equivalents at end of year | $ 39,581 | $ 22,983 | $ 18,522 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows - Supplemental Disclosures - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Income Taxes Paid, Net | $ 4,180 | $ 1,577 | $ 2,734 | $ 3,383 |
Supplemental disclosures of cash flow information: | ||||
Accrued capitalized software costs included in accounts payable | 1,140 | 4,031 | 4,031 | 7,393 |
Accrued capitalized software costs included in accounts payable | $ 0 | $ 0 | $ 0 | $ 0 |
Organization and Significant Ac
Organization and Significant Accounting Policies - Text Blocks | 8 Months Ended |
Dec. 28, 2019 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | (1) Organization and Significant Accounting Policies Description of Business . Franchise Group, Inc. (the "Company"), a Delaware corporation, is a franchisor, operator and acquirer of franchised and franchisable businesses that it believes it can scale using its operating expertise. On July 10, 2019, the Company formed Franchise Group New Holdco, LLC (“New Holdco”), which completed the acquisition of Buddy's Newco, LLC ("Buddy's") as described below and in "Note 2 - Acquisitions" in exchange for units of New Holdco ("New Holdco units") and voting non-economic preferred stock ("Preferred Stock") in the Company. On October 23, 2019, the Company completed the acquisition of the Sears Outlet segment as described in “Note 2 - Acquisitions”. On December 16, 2019, the Company completed the acquisition of Vitamin Shoppe 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, effective immediately. The decision to change the fiscal year-end was related to our 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 the fiscal year-end, this Transition Report on Form 10-K/T reports the Company’s financial results for the period beginning on May 1, 2019 through December 28, 2019. The comparative information for the period from May 1, 2018 through December 29, 2018 presented in the notes hereto is unaudited as it represents an interim period during the fiscal year ended April 30, 2019. Acquisitions. 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 the Sears Outlet segment 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 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, Franchise Group New Holdco, LLC, a wholly-owned direct subsidiary of the Company (“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. The Buddy's Members may elect, following an initial six-month lockup period, which has expired, to redeem one New Holdco unit and one-fifth of a share of Preferred Stock in exchange for one share of our common stock. 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 implies an enterprise value of Buddy's of approximately $122 million and an equity value of $12.00 per share of 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. 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. 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: Liberty Tax, Buddy’s, Sears Outlet, and Vitamin Shoppe. The Liberty Tax segment provides income tax services in the United States of America (the "U.S.") and Canada. The Buddy's segment is a specialty retailer engaged in the business of leasing and selling consumer electronics, residential furniture, appliances and household accessories. The Sears Outlet segment provides in-store and online access for customers to purchase new, one-of-a-kind, out-of-carton, discontinued, obsolete, used, reconditioned, and scratched and dented products, collectively "outlet-value products" across a broad assortment of merchandise categories, including home appliances, mattresses, furniture and lawn and garden equipment. The Vitamin Shoppe segment is an omni-channel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance and services to help them become their best selves. The Vitamin Shoppe offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids through proprietary brands. The Liberty Tax segment's operating revenues are seasonal in nature, which has peak revenues occurring in the months of January through April. Therefore, results for interim periods and the Transition Period are not indicative of results to be expected for the full year. Principles of Consolidation . The Company consolidates any entities in which it has a controlling interest, the usual condition of which is ownership of a majority voting interest. The Company is the sole managing member of New Holdco and possesses ownership of more than 50 percent of the outstanding voting shares. As a result, the Company consolidates the financial results of New Holdco and reports a non-controlling interest that represents the economic interest held by the Buddy's Members. The assets and liabilities of New Holdco reflect substantially all of the Company’s consolidated assets and liabilities with the exception of certain cash balances and deferred tax liabilities. As of December 28, 2019, the Company had an ownership interest of 65.4% in New Holdco and reported a non-controlling interest equal to 34.6% . 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 8 - Revenue." Costs of sales for product includes the cost of merchandise, transportation and warehousing costs. Service and other costs of sales include the direct costs of warranties as well as, the cost of delivery and handling related to merchandise sold online. Rental cost of sales represents the amortization of inventory costs over the leased term. Other operating expenses, including employee costs, depreciation and amortization, and advertising expenses have been reclassified into 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. All lease merchandise is available for lease or sale. Upon purchase, merchandise is not initially depreciated until it is leased or three months after the purchase date. Non-leased merchandise is depreciated on a straight-line basis over a period of 24 months. Leased merchandise is depreciated over the lease term of the rental agreement and recorded in rental cost of revenue. On a weekly basis, all damaged, lost, stolen, or unsalable merchandise identified is written off. Maintenance and repairs of lease merchandise are charged to operations as incurred. Inventory for the Sears Outlet segment is recorded at the lower of cost or market using the weighted-average cost method. Inventory includes the purchase price of the inventory plus costs of freight for moving merchandise from vendors to distribution centers as well as from distribution centers to stores. A provision for estimated shrinkage is maintained based on the actual historical results of physical inventories. Estimates are compared to the actual results of the physical inventory counts as they are taken and adjust the shrink estimates accordingly. Inventory values are adjusted to the difference between the carrying value and the estimated market value, based on assumptions about future demand or when a permanent markdown indicates that the net realizable value of the inventory is less than cost. Inventory for the Vitamin Shoppe segment is recorded at the lower of cost or market value using the weighted-average cost method. Inventory includes costs directly incurred in bringing the product to its existing condition and location. In addition, the cost of inventory is reduced by purchase discounts and other allowances received from vendors. A markdown reserve is estimated based on a variety of factors, including, but not limited to, the amount of inventory on hand and its remaining shelf life, current and expected market conditions and product expiration dates. In addition, the Company has established a reserve for estimated inventory shrinkage based on the actual, historical shrinkage of our most recent physical inventories adjusted, if necessary, for current economic conditions and business trends. Physical inventories and cycle counts are taken on a regular basis. These adjustments are estimates, which could vary significantly from actual results if future economic conditions, customer demand or competition differ from management expectations. Goodwill and Non-amortizing Intangible Assets. Goodwill and non-amortizing intangible assets, including the Buddy's and Vitamin Shoppe trade names, are not amortized, but rather tested for impairment at least annually. In addition, goodwill and non-amortizing intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company performs a qualitative assessment to determine whether it is more likely than not that each reporting unit's fair value is less than its carrying value, including goodwill. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the Company then estimates the fair value. The Company uses a combination of a market multiple method and a discounted cash flow method to estimate the fair value of its reporting units and recognizes goodwill impairment for any excess of the carrying amount of a reporting unit’s goodwill over its estimated fair value. The Company evaluates the Buddy's and Vitamin Shoppe trade name 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 during the third quarter of each year. Refer to “Note 7 - Goodwill and Intangible Assets” for additional information on the results of the impairment tests. 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 to five years for computer equipment, three to seven years for software, five to seven years for furniture and fixtures, and twenty to thirty years for buildings. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the assets. Certain allowable costs of software developed or obtained for internal use are capitalized and typically amortized over the estimated useful life of the software. 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. Advertising Expenses. Advertising costs, which consists primarily of direct mail, radio, print media and online advertisements intended to attract new franchisees and customers, are expensed in the period incurred. 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 18 - Segments." • Product sales: These include sales of merchandise at the stores and online. Revenue is measured based on the amount of fixed consideration that the Company expects to receive, reduced by estimates for variable consideration such as returns. Revenue also excludes any amounts collected from customers and remitted or payable to governmental authorities. In arrangements where the Company has multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Company recognizes revenues from retail operations upon the transfer of control of goods to the customer. The Company satisfies its performance obligations at the point of sale for retail store transactions and upon delivery for online transactions. The Company recognized revenue for retail store and online transactions including commissions on extended-service plans when it transfers control of the goods to the customer. The performance obligation is generally satisfied in the following reporting period. Merchandise sales also include payments received for the exercise of the early purchase option offered through rental-purchase agreements or merchandise sold through point of sale transactions. Revenue for merchandise sales associated with rental purchase agreements is recognized when payment is received, and ownership of the merchandise passes to the customer. The remaining net value of merchandise sold is recorded to cost of sales at the time of the transaction. • Service and other sales: These include royalties and advertising fees from franchisees, fees from the sales of franchises and area developer territories, financial products, interest income from loans to franchisees and ADs, tax preparation services in our Company-owned stores, electronic filing fees, commissions on merchandise sales made through www.sears.com, services and extended-service plans and financing programs. Commissions earned on services are presented net of related costs because the Company is acting as an agent in arranging the services for the customer and does not control the services being rendered. The Company recognizes franchise fee and AD fee revenue for the sales of individual territories on a straight-line basis over the initial contract term when the obligations of the Company to prepare the franchisee and AD for operation are substantially complete, not to exceed the estimated amount of cash to be received. Royalties and advertising fees are recognized as franchise territories generate sales. Tax return preparation fees and financial products revenue are recognized as revenue in the period the related tax return is filed for the customer. Discounts for promotional programs are recorded at the time the return is filed and are recorded as reductions to revenues. Interest income on notes receivable is recognized based on the outstanding principal note balance less unrecognized revenue unless it is put on non-accrual status. Interest income on the unrecognized revenue portion of notes receivable is recognized when received. For accounts receivable, interest income is recognized based on the outstanding receivable balance over 30 days old, net of an allowance. • Rental 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 to eighteen months and the Company maintains ownership of the lease merchandise until all payment obligations are satisfied under sales and lease ownership agreements. Customers have the option to purchase the leased goods at any point in the lease term. Customers can terminate the agreement at the end of any rental term without penalty. Therefore, rental transactions are accounted for as operating leases and rental revenue is recognized over the rental term. Cash received prior to the beginning of the lease term is recorded as deferred revenue. Revenue related to various payment, reinstatement or late fees are recognized when paid by the customer at the point service is provided. The Company offers additional product plans along with rental agreements that provide customers with liability protection against significant damage or loss of a product, and club membership benefits, including various discount programs, product services and replacement benefits in the event merchandise is damaged or lost. Customers renew product plans in conjunction with their rental term renewals and can cancel the plans at any time. Revenue for product plans is recognized over the term of the plan. Leases. The Company's lease portfolio primarily consists of leases for its retail store locations and office space. The Company also leases certain office equipment under finance leases. The 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. 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. In December 2017, the U.S. enacted the Tax Cuts & Jobs Act, which made significant changes to U.S. federal income tax law, including a reduction of the statutory federal corporate income tax rate from 35.0% to 21.0% and changes or limitations to certain deductions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities, which are shown on our consolidated balance sheets, are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company has elected to classify interest charged on a tax settlement in interest expense, and accrued penalties, if any, in selling, general, and administrative expenses. The determination of the Company's provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items. The Company records unrecognized tax benefit liabilities for known or anticipated tax issues based on an analysis of whether, and the extent to which, additional taxes will be due. Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, "Leases (Topic 842)" and subsequent amendments, which replaced previous lease accounting guidance in GAAP and require lessees to recognize right-of-use assets and corresponding lease liabilities on the consolidated balance sheets for all in-scope leases with a term of greater than 12 months and require disclosure of certain quantitative and qualitative information pertaining to an entity's leasing arrangements. The Company adopted the requirements of the standard on May 1, 2019, using the optional modified retrospective transition method provided by accounting pronouncement, ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements." ASU 2018-11 allows entities to initially apply ASU 2016-02 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the Company's reporting for comparative periods presented in the year of adoption will continue to be in accordance with ASC 840, "Leases (Topic 840)" ("ASC 840"). The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, permitted the Company to carry forward the historical lease classification for leases that commenced before the effective date of the new standard. The Company elected to not separate non-lease components from lease components for all classes of underlying assets. The Company did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use assets. Adoption of the standard resulted in the recognition of lease right-of-use assets of $8.4 million , lease liabilities of $8.7 million and a reduction to retained earnings of $0.3 million , net of tax, as of April 30, 2019. The adoption of the standard did not have a material impact on the Company's consolidated statements of operations or consolidated statements of cash flows. Refer to "Note 9 - Leases" for additional information related to the Company's accounting for leases. In June 2016, the 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 ins |
Acquisitions (Notes)
Acquisitions (Notes) | 8 Months Ended |
Dec. 28, 2019 | |
Acquisitions [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (2) Acquisitions Vitamin Shoppe Acquisition On December 16, 2019, the Company, pursuant to the terms of the Agreement and Plan of Merger with Vitamin Shoppe, the Company completed 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. The table below summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Vitamin Shoppe Acquisition as of December 16, 2019. 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, when management's appraisals and estimates are finalized. The Company is awaiting additional information to finalize the valuation of various balances, which include the acquired intangible assets, measurement of the lease right-of-use assets, inventory, and property and equipment. (In thousands) Preliminary 12/16/2019 Cash and cash equivalents $ 2,792 Current receivables, net 8,995 Inventories, net 188,500 Other current assets 15,317 Property, equipment, and software, net 127,849 Goodwill 4,951 Intangible assets, net 12,000 Operating lease right-of-use assets 326,330 Other non-current assets 2,698 Total Assets 689,432 Current installments of long-term obligations 60,928 Current operating lease liabilities 73,009 Accounts payable and accrued expenses 80,312 Other current liabilities 4,354 Long-term obligations, excluding current installments 398 Non-current operating lease liabilities 308,306 Other non-current liabilities 308 Total Liabilities 527,615 Consideration transferred $ 161,817 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 Vitamin Shoppe tradename as an indefinite-lived intangible asset with a fair value of $12.0 million . The tradename is not subject to amortization but will be evaluated annually for impairment. The allocation of the purchase price to intangible assets as well as their estimated useful lives, is preliminary and may be adjusted. 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 negative adjustment of $54.3 million , net for favorable and unfavorable Vitamin Shoppe leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired property, equipment, and software consists of leasehold improvements of $44.7 million , furniture, fixtures and equipment of $47.1 million , software of $35.5 million , construction in progress of $1.1 million and a finance lease asset of $0.9 million . Sears Outlet Acquisition On October 23, 2019, the Company completed the Sears Outlet Acquisition pursuant to the terms of the Equity and Asset Purchase Agreement, dated as of August 27, 2019, for an aggregate purchase price of $128.8 million . The Company accounted for the transaction as a business combination using the acquisition method of accounting. Initially, the purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values as previously reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019. During the Transition Period, the Company identified certain measurement period adjustments related to the fair value of opening balances of inventory, property, equipment, and software, lease right-of-use assets, net for favorable and unfavorable leases, lease liabilities and certain working capital accounts. The total purchase price declined by $2.5 million due to final working capital adjustments, and the valuation of net identifiable assets declined by $23.8 million resulting in a $21.3 million increase in goodwill. The income statement effect of these measurement period adjustments for the Sears Outlet Acquisition that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition dates is immaterial. The table below summarizes the preliminary estimates and adjustments recorded to-date during the measurement period of the fair values of the identifiable assets acquired and liabilities assumed in the Sears Outlet Acquisition as of the acquisition date. The estimates of fair value continue to be preliminary as the Company is in the final stages of completing its appraisals. 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, when management's appraisals and estimates are finalized. (In thousands) Preliminary 10/23/19 Cash and cash equivalents $ 1,695 Current receivables, net 349 Inventories, net 99,200 Other current assets 17,099 Property, equipment and software, net 11,132 Goodwill 31,028 Operating lease right-of-use assets 117,061 Other non-current assets 325 Total assets 277,889 Current operating lease liabilities 27,409 Accounts payable and accrued expenses 43,779 Other current liabilities 5,297 Non-current operating lease liabilities 70,392 Other non-current liabilities 2,216 Total liabilities 149,093 Consideration transferred $ 128,796 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. Lease right-of-use assets and lease liabilities consists of leases for retail store locations and office space. The lease right-of-use assets incorporate an additional measurement period adjustment of $12.6 million , net for favorable and unfavorable leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired inventories incorporate an additional measurement period adjustment decrease of $21.6 million , which is inclusive of a closing balance sheet adjustment and refinement of the fair value measurement. The acquired property, equipment and software consists of leasehold improvements of $4.5 million , furniture, fixtures and equipment of $5.5 million , software of $1.0 million and land and land improvements of $0.2 million . Assets held for sale relate to five Sears Outlet stores and nine Buddy’s Home Furnishing Stores acquired and immediately sold to third parties for $15.0 million . Refer to "Note 3 - Assets Disposition" for further discussion. Buddy's Acquisition On the Buddy's Acquisition Date, the Company completed 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 New Holdco units and 0.091863 shares of Preferred Stock. The Buddy's Members may elect, following an initial six-month lockup period, which has expired, to cause New Holdco and the Company to redeem one New Holdco Unit and one-fifth of a share of Preferred Stock in exchange for one share of common stock of the Company. As of the Buddy's Acquisition Date, on an as-converted basis, the Buddy's Members' aggregate ownership of New Holdco units and shares of Preferred Stock represent approximately 36.44% of the Company's outstanding common stock, which implies an enterprise value for Buddy's of approximately $122 million and an equity value of $12.00 per share of common stock. The Company is the sole managing member of New Holdco, which will be consolidated for financial reporting purposes. New Holdco units held by the Buddy's Members will be recorded as a non-controlling interest on the consolidated financial statements. The Company and the Buddy's Members also entered into an income tax receivable agreement (the "TRA") pursuant to which, subject to certain exceptions set forth in the TRA, the Company will pay the Buddy's Members 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 held by the Buddy's Members. In connection with the Buddy's Acquisition, none of the New Holdco units were to be purchased or exchanged by the Company and the Buddy's Members. Accordingly, the Company is not obligated to make any TRA payments to the Buddy's Members and therefore has not recorded an initial TRA or contingent consideration liability. In future periods, to the extent that Buddy’s Members exchange their New Holdco units that result in an increase in tax basis of the assets of New Holdco, the Company will initially record an estimated TRA liability equal to the portion of realizable tax benefits that are probable to the Buddy’s Members as an adjustment to additional paid-in capital. The table below summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed, net of fair value adjustments in the Buddy's Acquisition as of the acquisition date. (In thousands) Preliminary 7/10/2019 Cash and cash equivalents $ 181 Current receivables, net 13,658 Inventories, net 9,620 Other current assets 1,291 Property, equipment, and software, net 1,592 Goodwill 75,038 Intangible assets, net 29,300 Operating lease right-of-use assets 10,564 Other non-current assets 857 Total Assets 142,101 Current installments of long-term obligations 25,403 Current operating lease liabilities 1,402 Accounts payable and accrued expenses 5,354 Long-term obligations, excluding current installments 616 Non-current operating lease liabilities 11,507 Other non-current liabilities 819 Total Liabilities 45,101 Consideration transferred $ 97,000 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. Intangible assets, net consist of three separately identified assets. The Company identified the Buddy's tradename as an indefinite-lived intangible asset with a fair value of $11.1 million . The Company also recognized an asset of $10.5 million for franchise agreements and $7.7 million for customer contracts with useful lives of 10 years and 6 years, respectively. The allocation of the purchase price to intangible assets as well as their estimated useful lives, is preliminary and may be adjusted. The Company recorded a measurement period adjustment related to the intangible assets and deferred tax liability associated with the Buddy’s Acquisition. The adjustment reduced goodwill and increased the net assets acquired by $ 11.1 million . Lease right-of-use assets and lease liabilities consists of leases for retail store locations, vehicles and office equipment. The lease right of use assets incorporates an adjustment of $2.4 million , net for favorable and unfavorable Buddy's leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. During the three months ended October 31, 2019, the Company updated the valuation of operating lease right-of-use assets, finance lease assets, operating lease liabilities, and finance lease liabilities and recorded a measurement period adjustment decreasing fixed assets and decreasing total liabilities by approximately $2.9 million with no impact to goodwill. Other acquisitions Subsequent to December 28, 2019, the Company completed the American Freight Acquisition. Refer to "Note 19 - Subsequent Events", for further details of the American Freight Acquisition. 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"). The table below summarizes the final purchase price allocation adjustments made to the preliminary estimates of the fair values of the identified assets acquired and liabilities assumed at the acquisition date. Recognized amounts of identifiable assets acquired and liabilities assumed: Buddy's Partners Acquisition A-Team Leasing Acquisition (In thousands) Preliminary 9/30/2019 Preliminary 8/23/2019 Cash and cash equivalents $ 6 $ 8 Current receivables, net 29 — Inventories, net 4,832 8,294 Other current assets 184 35 Property, equipment and software, net 1,165 2,481 Goodwill 7,217 6,287 Intangible assets, net 4,500 9,500 Operating lease right-of-use assets 2,498 4,211 Total assets 20,431 30,816 Current operating lease liabilities 530 1,628 Accounts payable and accrued expenses 777 18 Non-current operating lease liabilities 1,938 2,532 Other non-current liabilities 354 — Total liabilities 3,599 4,178 Consideration transferred $ 16,832 $ 26,638 Intangible assets acquired are as follows: Buddy's Partners Acquisition A-Team Leasing Acquisition (In thousands) Useful life Estimated fair value Useful life Estimated fair value Re-acquired franchise rights 4 $ 2,600 7 $ 6,400 Customer contracts 5 1,900 6 3,100 Total intangible assets $ 4,500 $ 9,500 Acquisition costs As of the Transition Period, we have 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 we have 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 as if they had occurred on May 1, 2018. (Unaudited) (In thousands) Transition Period Ended 12/28/2019 Fiscal Year Ended 4/30/2019 Revenue $ 1,039,819 $ 2,266,656 Net loss $ (101,632 ) $ (43,299 ) 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. 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 Vitamin Shoppe tradename as an indefinite-lived intangible asset with a fair value of $12.0 million . The tradename is not subject to amortization but will be evaluated annually for impairment. The allocation of the purchase price to intangible assets as well as their estimated useful lives, is preliminary and may be adjusted. 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 negative adjustment of $54.3 million , net for favorable and unfavorable Vitamin Shoppe leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired property, equipment, and software consists of leasehold improvements of $44.7 million , furniture, fixtures and equipment of $47.1 million , software of $35.5 million , construction in progress of $1.1 million and a finance lease asset of $0.9 million . Sears Outlet Acquisition On October 23, 2019, the Company completed the Sears Outlet Acquisition pursuant to the terms of the Equity and Asset Purchase Agreement, dated as of August 27, 2019, for an aggregate purchase price of $128.8 million . The Company accounted for the transaction as a business combination using the acquisition method of accounting. Initially, the purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values as previously reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019. During the Transition Period, the Company identified certain measurement period adjustments related to the fair value of opening balances of inventory, property, equipment, and software, lease right-of-use assets, net for favorable and unfavorable leases, lease liabilities and certain working capital accounts. The total purchase price declined by $2.5 million due to final working capital adjustments, and the valuation of net identifiable assets declined by $23.8 million resulting in a $21.3 million increase in goodwill. The income statement effect of these measurement period adjustments for the Sears Outlet Acquisition that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition dates is immaterial. The table below summarizes the preliminary estimates and adjustments recorded to-date during the measurement period of the fair values of the identifiable assets acquired and liabilities assumed in the Sears Outlet Acquisition as of the acquisition date. The estimates of fair value continue to be preliminary as the Company is in the final stages of completing its appraisals. 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, when management's appraisals and estimates are finalized. (In thousands) Preliminary 10/23/19 Cash and cash equivalents $ 1,695 Current receivables, net 349 Inventories, net 99,200 Other current assets 17,099 Property, equipment and software, net 11,132 Goodwill 31,028 Operating lease right-of-use assets 117,061 Other non-current assets 325 Total assets 277,889 Current operating lease liabilities 27,409 Accounts payable and accrued expenses 43,779 Other current liabilities 5,297 Non-current operating lease liabilities 70,392 Other non-current liabilities 2,216 Total liabilities 149,093 Consideration transferred $ 128,796 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. Lease right-of-use assets and lease liabilities consists of leases for retail store locations and office space. The lease right-of-use assets incorporate an additional measurement period adjustment of $12.6 million , net for favorable and unfavorable leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired inventories incorporate an additional measurement period adjustment decrease of $21.6 million , which is inclusive of a closing balance sheet adjustment and refinement of the fair value measurement. The acquired property, equipment and software consists of leasehold improvements of $4.5 million , furniture, fixtures and equipment of $5.5 million , software of $1.0 million and land and land improvements of $0.2 million . Assets held for sale relate to five Sears Outlet stores and nine Buddy’s Home Furnishing Stores acquired and immediately sold to third parties for $15.0 million . Refer to "Note 3 - Assets Disposition" for further discussion. Buddy's Acquisition On the Buddy's Acquisition Date, the Company completed 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 New Holdco units and 0.091863 shares of Preferred Stock. The Buddy's Members may elect, following an initial six-month lockup period, which has expired, to cause New Holdco and the Company to redeem one New Holdco Unit and one-fifth of a share of Preferred Stock in exchange for one share of common stock of the Company. As of the Buddy's Acquisition Date, on an as-converted basis, the Buddy's Members' aggregate ownership of New Holdco units and shares of Preferred Stock represent approximately 36.44% of the Company's outstanding common stock, which implies an enterprise value for Buddy's of approximately $122 million and an equity value of $12.00 per share of common stock. The Company is the sole managing member of New Holdco, which will be consolidated for financial reporting purposes. New Holdco units held by the Buddy's Members will be recorded as a non-controlling interest on the consolidated financial statements. The Company and the Buddy's Members also entered into an income tax receivable agreement (the "TRA") pursuant to which, subject to certain exceptions set forth in the TRA, the Company will pay the Buddy's Members 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 held by the Buddy's Members. In connection with the Buddy's Acquisition, none of the New Holdco units were to be purchased or exchanged by the Company and the Buddy's Members. Accordingly, the Company is not obligated to make any TRA payments to the Buddy's Members and therefore has not recorded an initial TRA or contingent consideration liability. In future periods, to the extent that Buddy’s Members exchange their New Holdco units that result in an increase in tax basis of the assets of New Holdco, the Company will initially record an estimated TRA liability equal to the portion of realizable tax benefits that are probable to the Buddy’s Members as an adjustment to additional paid-in capital. Recognized amounts of identifiable assets acquired and liabilities assumed: Buddy's Partners Acquisition A-Team Leasing Acquisition (In thousands) Preliminary 9/30/2019 Preliminary 8/23/2019 Cash and cash equivalents $ 6 $ 8 Current receivables, net 29 — Inventories, net 4,832 8,294 Other current assets 184 35 Property, equipment and software, net 1,165 2,481 Goodwill 7,217 6,287 Intangible assets, net 4,500 9,500 Operating lease right-of-use assets 2,498 4,211 Total assets 20,431 30,816 Current operating lease liabilities 530 1,628 Accounts payable and accrued expenses 777 18 Non-current operating lease liabilities 1,938 2,532 Other non-current liabilities 354 — Total liabilities 3,599 4,178 Consideration transferred $ 16,832 $ 26,638 |
Assets Disposition (Notes)
Assets Disposition (Notes) | 8 Months Ended |
Dec. 28, 2019 | |
Acquisitions [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | (3) Assets Disposition On October 23, 2019, immediately following the completion of the Sears Outlet Acquisition, the Company entered into an asset purchase agreement and completed the sale of five Sears Outlet stores previously acquired in the Sears Outlet Acquisition, for $15.0 million as well as the sale of nine Buddy’s Home Furnishings franchises also previously acquired in the Sears Outlet Acquisition for $1 to an unrelated third-party. These assets were initially classified as assets held for sale and recognized at fair value on the acquisition date. Therefore, the concurrent sale of these stores was a non-cash transaction which resulted in no gain or loss to the Company. The five Sears Outlet stores sold are now franchise locations within the Sears Outlet segment and the nine Buddy's Home Furnishings franchise locations continue to be reported in the Buddy's segment. |
Accounts and Notes Receivable -
Accounts and Notes Receivable - Text Blocks | 8 Months Ended |
Dec. 28, 2019 | |
Receivables [Abstract] | |
Notes and Accounts Receivable | Notes and Accounts Receivable Current and non-current receivables, as of December 28, 2019, April 30, 2019 and April 30, 2018 are presented in the consolidated balance sheets as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Accounts receivable, net $ 44,333 $ 47,011 $ 52,517 Notes receivable 37,994 21,097 24,295 Interest receivable, net 3,132 1,718 1,526 Income tax receivable 3,356 1,784 — Allowance for doubtful accounts (9,122 ) (11,183 ) (11,522 ) Current receivables, net 79,693 60,427 66,816 Notes receivable - non-current 19,501 7,445 6,554 Allowance for doubtful accounts - non-current (863 ) (633 ) (965 ) Non-current receivables, net 18,638 6,812 5,589 Total receivables $ 98,331 $ 67,239 $ 72,405 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 does not include 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 was $4.9 million , $6.6 million and $12.5 million at December 28, 2019, April 30, 2019 and April 30, 2018, 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 Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Balance at beginning of year $ 11,816 $ 12,487 $ 12,020 Provision for doubtful accounts 5,375 8,738 12,396 Write-offs (7,252 ) (9,322 ) (12,024 ) Foreign currency adjustment 46 (87 ) 95 Balance at end of year $ 9,985 $ 11,816 $ 12,487 Management considers specific accounts and notes receivable to be impaired if the net amounts due exceed the fair value of the underlying franchise at the time of the annual valuation and estimates an allowance for doubtful accounts based on that excess. 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. Analysis of Past Due Receivables The breakdown of accounts and notes receivable past due at December 28, 2019, April 30, 2019 and April 30, 2018 was as follows: 12/28/2019 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable $ 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 4/30/2019 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable $ 20,787 $ 26,224 $ — $ 47,011 Notes and interest receivable, net 15,561 12,981 1,718 30,260 Total accounts, notes, and interest receivable, net $ 36,348 $ 39,205 $ 1,718 $ 77,271 4/30/2018 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable $ 24,477 $ 28,040 $ — $ 52,517 Notes and interest receivable, net 13,647 17,202 1,526 32,375 Total accounts, notes, and interest receivable, net $ 38,124 $ 45,242 $ 1,526 $ 84,892 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 28, 2019, April 30, 2019 and April 30, 2018 was $8.5 million, $15.6 million and $13.6 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. |
Restructuring Expense
Restructuring Expense | 8 Months Ended |
Dec. 28, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | Restructuring Expense In fiscal 2018, the Company began restructuring initiatives involving a review of Liberty Tax-owned stores and service providers to improve the Company's overall long-term profitability. The Company incurred approximately $9.3 million and $5.0 million of expenses for the years ended April 30, 2019 and April 30, 2018, related to these initiatives. The expenses incurred are presented in the Restructuring expense line item in the accompanying consolidated statements of operations. The restructuring initiatives were completed in October 2018. The composition of the restructuring expenses incurred for the years ended April 30, 2019 and April 30, 2018 were as follows: 4/30/2019 Expense Cash Accrued Expenses Non-cash Total Expense (In thousands) Contract termination costs - maintenance $ 37 $ — $ — $ 37 Property and intangible impairments and exit costs 2,282 1,467 5,559 9,308 Total $ 2,319 $ 1,467 $ 5,559 $ 9,345 4/30/2018 Expense Cash Accrued Expenses Non-cash Total Expense (In thousands) Contract termination costs - maintenance $ 715 $ 1,359 $ — $ 2,074 Contract termination costs - impairment — — 549 549 Property and intangible impairments and exit costs 254 — 1,866 2,120 Employee termination costs 209 — — 209 Total $ 1,178 $ 1,359 $ 2,415 $ 4,952 The property and intangible impairments and exit costs, which were primarily related to assets held for sale, were comprised of expenses related to lease obligations and non-cash charges associated with intangible write-downs. The accrued restructuring expenses of $1.5 million for the fiscal year ended April 30, 2019 are included in "Accounts payable and accrued expenses" in the accompanying consolidated balance sheets. The accrued restructuring expenses of $1.4 million for fiscal year 2018 were related to maintenance contract termination costs of which $0.7 million was included in "Accounts payable and accrued expenses" and $0.7 million was included in "Deferred revenue and other - non-current" lines in the accompanying consolidated balance sheets. As of May 1, 2019, upon the adoption of ASC 842, all lease exit cost liabilities were reclassified against the operating lease right-of-use asset in the consolidated balance sheet during the Transition Period. A summary of the activity in accrued expenses related to restructuring initiatives for the years ended April 30, 2019 and April 30, 2018 is as follows: 4/30/2019 Contract termination costs Property and intangible impairments and exit costs Total accrued expenses (In thousands) Balance at beginning of period $ 1,359 $ — $ 1,359 Additions accrued against the liability — 3,749 3,749 Cash payments (669 ) (2,282 ) (2,951 ) Balance at end of period $ 690 $ 1,467 $ 2,157 4/30/2018 Contract termination costs Property and intangible impairments and exit costs Total accrued expenses (In thousands) Balance at beginning of period $ — $ — $ — Additions accrued against the liability 2,074 — 2,074 Cash payments (715 ) — (715 ) Balance at end of period $ 1,359 $ — $ 1,359 |
Property, Equipment, and Softwa
Property, Equipment, and Software, Net - Text Blocks | 8 Months Ended |
Dec. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Software, Net | Property, Equipment, and Software, Net Property, equipment, and software at December 28, 2019, April 30, 2019 and April 30, 2018 was as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Land and land improvements $ 1,592 $ 1,413 $ 1,464 Buildings and building improvements 7,972 8,206 8,142 Leasehold improvements 52,755 120 124 Furniture, fixtures, and equipment 59,254 5,656 6,171 Software 42,373 56,554 54,274 Construction in progress 1,842 — — Finance lease asset 1,984 45 — Property, equipment, and software, gross 167,772 71,994 70,175 Less accumulated depreciation and amortization 17,625 39,318 31,539 Property, equipment, and software, net $ 150,147 $ 32,676 $ 38,636 The software included above includes both internally developed software and purchased software. Included in software are $0.1 million , $0.1 million and $0.1 million of assets that had not been placed into service at December 28, 2019, April 30, 2019 and April 30, 2018, 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. Total depreciation and amortization expense on property, equipment, and software was $7.4 million , $8.4 million and $5.6 million for the Transition Period, and the years ended April 30, 2019 and April 30, 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Text Blocks | 8 Months Ended |
Dec. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the Transition Period, and years ended April 30, 2019 and April 30, 2018 were as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Balance at beginning of year $ 6,566 $ 8,640 $ 8,576 Acquisitions of Liberty Tax assets from franchisees and third parties 3,658 370 1,846 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 — — Disposals and foreign currency changes, net (444 ) (5,042 ) (641 ) Impairments — (353 ) (109 ) Purchase price reallocation — — (1,032 ) Transfers — 2,951 — Balance at end of year $ 134,301 $ 6,566 $ 8,640 The Company performed its annual impairment review of goodwill and recorded impairment expense of $0.4 million and $0.1 million for the years ended April 30, 2019 and 2018, respectively. 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 the depreciation, amortization and impairment charges in the accompanying consolidated statements of operations. Components of intangible assets as of December 28, 2019, April 30, 2019 and April 30, 2018 were as follows: 12/28/2019 Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties 5 years $ 1,027 $ (1,027 ) $ — Tradenames (1) 3 years 23,534 (72 ) 23,462 Customer contracts 6 years 12,736 (886 ) 11,850 Franchise agreements 10 years 10,609 (486 ) 10,123 Buddy's Reacquired rights 6 years 9,000 (427 ) 8,573 Assets acquired from franchisees: Liberty Tax Customer lists 4 years 3,311 (1,532 ) 1,779 Liberty Tax Reacquired rights 2 years 2,577 (1,626 ) 951 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. 4/30/2019 Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties 5 years $ 1,027 $ (1,027 ) $ — Tradenames 3 years 108 (52 ) 56 Assets acquired from franchisees: Customer lists 4 years 2,015 (1,288 ) 727 Reacquired rights 2 years 1,660 (1,380 ) 280 AD rights 9 years 32,271 (14,173 ) 18,098 Total intangible assets $ 37,081 $ (17,920 ) $ 19,161 4/30/2018 Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties 5 years $ 3,187 $ (1,555 ) $ 1,632 Tradenames 3 years 431 (172 ) 259 Non-compete agreements 2 years 241 (145 ) 96 Assets acquired from franchisees: Customer lists 4 years 1,842 (1,427 ) 415 Reacquired rights 2 years 1,436 (1,393 ) 43 AD rights 9 years 30,907 (10,515 ) 20,392 Total intangible assets $ 38,044 $ (15,207 ) $ 22,837 For the Transition Period, and years ended April 30, 2019 and April 30, 2018 the Company recorded intangible assets of $63.4 million, $0.6 million , and $0.3 million , respectively. During the year ended April 30, 2019, certain Liberty Tax assets acquired from franchisees and third parties were recorded as intangible assets. Additionally, certain intangible assets were recorded as part of the Buddy's Acquisition and Vitamin Shoppe Acquisition, see further in discussion in "Note 2 - Acquisitions". The purchase price of Liberty Tax assets acquired from franchisees and third parties and recorded as customer lists, reacquired rights, and goodwill during the Transition Period, and years ended April 30, 2019 and April 30, 2018, was allocated as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Customer lists $ 1,506 $ 143 $ 65 Reacquired rights 1,097 119 52 Goodwill 3,658 370 119 Purchase price of assets acquired from franchisees $ 6,261 $ 632 $ 236 During the 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 $0.4 million and $0.1 million for the years ended April 30, 2019 and April 30, 2018. 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 Transition Period, and years ended April 30, 2019 and April 30, 2018, amortization expense was $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: As of 12/28/2019: (In thousands) 2020 $ 9,190 2021 8,831 2022 8,140 2023 7,308 2024 6,200 Thereafter 14,821 Total estimated amortization expense $ 54,490 |
Revenue (Notes)
Revenue (Notes) | 8 Months Ended |
Dec. 28, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue from Contract with Customer [Text Block] | (8) 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 Transition Report on Form 10-K/T. For more detailed information regarding reportable segments, see "Note 18 - Segments." The following represents the disaggregated revenue by reportable segments for the Transition Period and the period May 1, 2018 through December 29, 2018: Transition Period From 5/1/2019 - 12/28/2019 Period From 5/1/2018 - 12/29/2018 (In thousands) Vitamin Shoppe Sears Outlet 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 The following represents the disaggregated revenue by reportable segments for the fiscal years ended April 30, 2019 and April 30, 2018: 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: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Notes receivable (a) $ 57,495 $ 28,542 $ 30,849 Deferred revenue (b) 10,519 8,654 5,667 (a) Notes receivable increased by $1.7 million as of May 1, 2018 due to the change in the Company's revenue recognition policy for initial franchise and AD fees upon adoption of ASC 606. (b) Deferred revenue increased $6.9 million as of May 1, 2018 due to the cumulative effect of adopting ASC 606. Significant changes in deferred revenue are as follows: 12/28/2019 4/30/2019 (In thousands) Deferred revenue at beginning of period $ 8,654 $ 5,667 ASC 606 deferred revenue adoption — 6,940 Revenue recognized during the period (3,308 ) (5,912 ) Deferred revenue assumed from Acquisitions 5,173 — New deferred revenue during period — 1,959 Deferred revenue at end of period $ 10,519 $ 8,654 Anticipated Future Recognition of Deferred Revenue The following table reflects when deferred revenue is expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the period: Estimate for Fiscal Year (In thousands) 2020 $ 5,704 2021 1,991 2022 1,205 2023 698 2024 401 Thereafter 520 Total $ 10,519 |
Leases (Notes)
Leases (Notes) | 8 Months Ended |
Dec. 28, 2019 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | (9) Leases The Company's lease portfolio primarily consists of leases for its retail store locations and office space. The Company also leases certain office equipment 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 cost for leases that were recognized in the accompanying consolidated statement of operations for the Transition Period are as follows: Transition Period (In thousands) Operating lease costs $ 16,587 Short-term operating lease costs 4,789 Variable operating lease costs 2,933 Sublease income (2,163 ) Total operating lease costs $ 22,146 As of December 28, 2019, maturities of lease liabilities were as follows: Operating leases (In thousands) 2020 $ 157,739 2021 142,479 2022 117,611 2023 90,715 2024 60,883 Thereafter 99,861 Total undiscounted lease payments 669,288 Less interest 167,301 Present value of lease liabilities $ 501,987 Information regarding the weighted-average remaining lease term and the weighted-average discount rate for leases as of December 28, 2019, included a weighted-average remaining lease term of 5.0 years for operating leases and a weighted-average discount rate of 11.4% for operating leases. The following represents other information pertaining to the Company's lease arrangements for the Transition Period: (In thousands) Non-cash information on lease liabilities arising from right-of-use assets (1) $ 503,164 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 15,318 (1) The majority of the lease liabilities arising from right-of-use assets were a result of the Buddy's Acquisition, Buddy’s Partners Acquisition, A-Team Leasing Acquisition, Sears Outlet Acquisition, and the Vitamin Shoppe Acquisition see further discussion in "Note 2 - Acquisitions". |
Debt - Text Blocks
Debt - Text Blocks | 8 Months Ended |
Dec. 28, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Obligations Debt at December 28, 2019, April 30, 2019 and April 30, 2018 was as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Revolving credit facilities $ 129,260 $ — $ — Term loan, net of debt issuance costs 268,660 11,958 14,855 Convertible senior notes 60,439 — — Amounts due to former ADs, franchisees and third parties 1,661 1,178 3,490 Mortgages 1,825 1,912 2,038 Finance lease liability 1,775 — — Total long-term obligations 463,620 15,048 20,383 Less current installments 218,384 13,108 18,113 Total long-term obligations, excluding current installments $ 245,236 $ 1,940 $ 2,270 Vitamin Shoppe Credit Agreement On December 16, 2019 as part of the Vitamin Shoppe Acquisition, the Company, through direct and indirect subsidiaries, entered into a Loan and Security Agreement (the “Vitamin Shoppe Term Loan Agreement”) that provides for a $70.0 million senior secured term loan (the "Vitamin Shoppe Term Loan") which matures on December 16, 2022. The obligations under the Vitamin Shoppe Term Loan are secured by substantially all of the assets of the Company's Vitamin Shoppe segment. An Intercreditor Agreement (the “Intercreditor Agreement”) sets forth the relative priorities of the security interests granted with respect to the Vitamin Shoppe Term Loan and those granted with respect to the Vitamin Shoppe ABL Revolver (as defined below). The security interest granted to the Vitamin Shoppe Term Loan lenders is senior to that granted to the Vitamin Shoppe ABL Revolver lenders. The Vitamin Shoppe Term Loan will bear interest at a rate per annum based on LIBOR for an interest period of one month (or, during the continuance of an event of default, an alternate base rate determined as provided in the Vitamin Shoppe Term Loan Agreement), plus an interest rate margin of 9.0% , with a 2.0% LIBOR (or alternate base rate) floor. Interest is payable in arrears on the first business day of each calendar month. The Company is required to repay the Vitamin Shoppe Term Loan in equal fiscal quarterly installments of $4.25 million on the last business day of each fiscal quarter, commencing with the fiscal quarter ending March 28, 2020. Further, the Company is required to prepay the Vitamin Shoppe Term Loan (i) with 60% of consolidated excess cash flow on a fiscal quarterly basis (less voluntary prepayments already made), up to a maximum of $12.5 million in any fiscal year, and (ii) subject to the Intercreditor Agreement, with the net cash proceeds of certain other customary prepayment events (subject to certain customary reinvestment rights). Such fixed quarterly installments and excess cash flow prepayments cease to be required (subject to certain exceptions) if the then outstanding aggregate principal amount of the Vitamin Shoppe Term Loan is less than or equal to the lesser of $25 million and a specified borrowing base based on the Company's eligible credit card receivables, accounts, inventory and equipment, less certain reserves. All repayments or prepayments (whether voluntary or mandatory) of the Vitamin Shoppe Term Loan, other than the fixed quarterly installments and excess cash flow prepayments, are subject to early repayment fees. If the outstanding aggregate principal amount of the Term Loan at any time exceeds a specified borrowing base, set at $70.0 million until January 10, 2020, and thereafter based on the eligible credit card receivables, accounts, inventory, equipment and intellectual property, less certain reserves, the Agent must instruct the agent of the Vitamin Shoppe ABL Revolver to implement a reserve against the borrowing base under the Vitamin Shoppe ABL Agreement (as defined below) in the amount of such excess, and if such reserve is not implemented, the Company is required to repay the amount of such excess. The Vitamin Shoppe Term Loan Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including the delivery of financial statements, borrowing base certificates and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants set forth in the Vitamin Shoppe Term Loan Agreement include a limit on capital expenditures in each fiscal year, a minimum consolidated liquidity requirement to be tested weekly and a minimum consolidated EBITDA requirement to be tested at the end of each fiscal quarter, in each case with respect to the Company and its subsidiaries. In addition, the Vitamin Shoppe Term Loan Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 3.0% interest on the Vitamin Shoppe Term Loan. Vitamin Shoppe ABL Revolver. On December 16, 2019, the Company, through direct and indirect subsidiaries, entered into a Second Amended and Restated Loan and Security Agreement (the “ Vitamin Shoppe ABL Agreement”) providing for a senior secured revolving loan facility (the “Vitamin Shoppe ABL Revolver”) with commitments available to the Company of the lesser of (i) $100.0 million and (ii) a specified borrowing base based on our eligible credit card receivables, accounts and inventory, less certain reserves, and as to each of clauses (i) and (ii), less a $10.0 million availability block. The Vitamin Shoppe ABL Revolver will mature on December 16, 2022, unless the maturity is accelerated subject to the terms set forth in the Vitamin Shoppe ABL Agreement. The Company borrowed $70.0 million on December 16, 2019, the proceeds of which were used to consummate the Vitamin Shoppe Acquisition. The ABL Agreement amended and restated the existing Amended and Restated Loan and Security Agreement (the “Existing Vitamin Shoppe ABL Agreement”), dated as of January 20, 2011. The Company's obligations under the ABL Agreement are secured by substantially all of the assets of the Vitamin Shoppe segment. The Intercreditor Agreement sets forth the relative priorities of the security interests granted with respect to the Vitamin Shoppe ABL Revolver and those granted with respect to the Vitamin Shoppe Term Loan. The security interest granted to the Vitamin Shoppe ABL Revolver lenders is senior that that granted to the Vitamin Shoppe Term Loan lenders with respect to, among other assets, accounts, 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 have a maturity date of December 1, 2020. Prior to July 1, 2020, the Convertible Notes will be 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 approximately $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 term loan 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 6.5% (a “LIBOR Loan”) with a 1.50% LIBOR floor, payable in arrears at the end of each applicable interest period or (ii) an alternate base rate determined as provided in the Sears Outlet Credit Agreement, plus an interest rate margin of 5.5% (an “ABR Loan”) with a 2.50% alternate base rate floor, payable in arrears on the first day of each fiscal quarter. The obligations of the Company under the Sears Outlet Credit Agreement are secured on a first priority basis by substantially all of the assets of the Company’s indirect subsidiaries. The total proceeds of the term loan were used to finance the Sears Outlet Acquisition. The Company is required to repay the term loan in equal quarterly installments of $2.5 million on the first day of each fiscal quarter, commencing on April 1, 2020. The Company is required to prepay the term loan with 75% of consolidated excess cash flow on an annual basis and with the net cash proceeds of certain other customary events. All repayments or prepayments of the term loan are subject to an exit fee of 1.0% . The Sears Outlet Credit Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries. The negative covenants limit the ability of the Company and its subsidiaries to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends on capital stock and enter into transactions with affiliates. The financial covenants include a maximum consolidated total leverage ratio (net of certain cash), a minimum consolidated fixed charge coverage ratio, a minimum consolidated liquidity requirement and a minimum borrowing base ratio. In addition, the Sears Outlet Credit Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 2.0% interest on the term loan. The Company was in compliance with all covenants of the Sears Outlet Credit Agreement as of December 28, 2019. 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. The term loan will bear interest, at the option of the Company, at either (i) a rate per annum based on London Interbank Offered Rate ("LIBOR") for an interest period of one, two, three or six months (a "LIBOR Loan"), plus an interest rate margin of 8.0% with a 1.50% LIBOR floor, payable in arrears at the end of each applicable interest period or (ii) an alternate base rate determined as provided in the Buddy's Credit Agreement, plus an interest rate margin of 7.0% (an "ABR Loan") with a 2.50% alternate base rate floor, payable in arrears on the first day of each fiscal quarter. If the consolidated leverage ratio of the Buddy's segment exceeds certain thresholds set forth in the Buddy's Credit Agreement, the Company will also be required to pay an additional 2.0% of interest to be paid in-kind. The obligations under the Buddy's Credit Agreement are guaranteed by certain subsidiaries of the Company and secured on a first priority basis by the assets of Buddy's. A portion of the proceeds of the Buddy's Credit Agreement was used to terminate the outstanding revolving credit facility of Buddy's. The Company is required to repay the Buddy's Credit Agreement in equal quarterly installments of $1,025,000 on the first day of each calendar quarter, commencing on October 1, 2019. The Company is also required to prepay the term loan with 75% of consolidated excess cash flow on an annual basis and with the net cash proceeds of certain other customary events. All voluntary and certain customary mandatory prepayments are subject to a prepayment penalty. Prior to the first anniversary of the closing date, the prepayment penalty is a make-whole premium on the portion of the Buddy’s Credit Agreement so prepaid. Thereafter, the amount of the prepayment penalty on the portion of the Buddy’s Credit Agreement so prepaid is (a) 3.0% , from the first anniversary of the closing date through (but not including) the second anniversary of the closing date, (b) 2.0% , from the second anniversary of the closing date through (but not including) the third anniversary of the closing date, and (c) 1.0% , from the third anniversary of the closing date through (but not including) the fourth anniversary of the closing date. The Company may also be required to pay LIBOR breakage and redeployment costs in certain limited circumstances. The Buddy's Credit Agreement includes customary affirmative, negative and financial covenants binding on the Company and its subsidiaries. The negative financial covenants limit the ability of the Company to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants include a maximum consolidated leverage ratio and a minimum fixed charge coverage ratio to be tested at the end of each fiscal quarter and a requirement that the minimum consolidated liquidity of certain subsidiaries must not be less than $1.0 million at any time. In addition, the Buddy’s Credit Agreement includes customary events of default, the occurrence of which may require the Company to pay an additional 2.0% interest on the term loan to be paid in-kind. The Company was in compliance with all covenants of the Buddy’s Credit Agreement as of December 28, 2019. 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 . The Company is required to repay the additional amounts under the amended Buddy's Credit Agreement in equal quarterly installments of $287,500 on the first day of each calendar quarter, commencing on October 1, 2019. 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. Liberty Tax Credit Agreement On May 16, 2019, the Company entered into the Liberty Tax Credit Agreement that provides for a $135.0 million senior revolving credit facility (the "Revolving Credit Facility"), with a $10.0 million sub-facility for the issuance of letters of credit, and a $20.0 million swingline loan sub-facility. The Company’s obligations under the Liberty Tax Credit Agreement are guaranteed by certain subsidiaries of the Company. The Company’s obligations under the Liberty Tax Credit Agreement are secured by substantially all of the assets (other than existing real property) of the Liberty Tax segment and each guarantor (including all or a portion of the equity interests in certain of the Company’s domestic and foreign subsidiaries). The Liberty Tax Credit Agreement replaces the Company’s prior credit facility. The Revolving Credit Facility will mature on May 31, 2020. Borrowings under the Revolving Credit Facility will, at the option of the Company, bear interest at either (i) a LIBOR Loan, plus an applicable interest rate margin determined as provided in the Liberty Tax Credit Agreement, or (ii) an ABR Loan, as determined by the Liberty Tax Credit Agreement. The applicable interest rate margin varies from 3.0% per annum to 4.0% per annum for LIBOR Loans, and from 2.0% per annum to 3.0% per annum for ABR Loans, in each case depending on the Company’s consolidated leverage ratio and is determined in accordance with a pricing grid set forth in the Liberty Tax Credit Agreement (the “Pricing Grid”). Interest on LIBOR Loans is payable in arrears at the end of each applicable interest period, and interest on ABR Loans is payable in arrears at the end of each calendar quarter. There are no prepayment penalties in the event the Company elects to prepay and terminate the Revolving Credit Facility prior to its scheduled maturity date, subject to LIBOR breakage and redeployment costs in certain limited circumstances. The Company agrees in the Liberty Tax Credit Agreement to pay a fee on the average daily unused amount of the Revolving Credit Facility during the term thereof. Such unused fee is payable in arrears at the end of each calendar quarter and accrues at a rate that varies from 0.25% to 0.5% depending on the Company’s consolidated leverage ratio, as determined in accordance with the Pricing Grid. The Company also agreed to pay (x) a fee for each outstanding letter of credit at a rate per annum equal to the applicable interest rate margin for LIBOR Loans, as determined in accordance with the Pricing Grid, multiplied by the average daily amount available to be drawn under such letter of credit, and (y) to the letter-of-credit issuer, a fronting fee which shall accrue at a rate of 0.125% per annum on the average daily amount of the outstanding aggregate letter-of credit obligations under the Liberty Tax Credit Agreement. The Liberty Tax Credit Agreement includes customary affirmative, negative, and financial covenants binding on the Company, including the delivery of financial statements and other reports and maintenance of existence. The financial covenants set forth in the Liberty Tax Credit Agreement include a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio, each of which will be tested at the end of each fiscal quarter of the Company, and a minimum consolidated net worth ratio tested at the end of each fiscal year of the Company. The Liberty Tax Credit Agreement provides that, for a period of 30 consecutive days after May 16, 2019, our outstanding obligations under the Liberty Tax Credit Agreement will not exceed $12.5 million . Additionally, from April 30, 2020 until the maturity date, our outstanding obligations must be reduced to $0 . In addition, the Liberty Tax Credit Agreement includes customary events of default. The Company was in compliance with all covenants of the Liberty Tax Credit Agreement as of December 28, 2019. On October 2, 2019, the Company amended the Liberty Tax Credit Agreement to extend the maturity date to October 2, 2022, from the original maturity date of May 31, 2020, and decrease the aggregate amount of commitments from $135.0 million to $125.0 million as of October 2, 2019. The amendment reduced the applicable interest rate margin used to calculate interest for LIBOR Loans and ABR Loans. The amended LIBOR Loans interest rate margin is 2.75% per annum to 3.50% per annum compared to a range of 3.00% per annum to 4.00% per annum prior to the amendment. The amended ABR Loans applicable interest rate margin range is 1.75% per annum to 2.50% per annum compared to a range of 2.00% per annum to 3.00% per annum before the amendment. The range is dependent on the Company’s consolidated leverage ratio and is determined in accordance with a pricing grid set forth in the amendment. The average interest rate paid during the Transition Period was 5.11% . The amended Liberty Tax Credit Agreement also changed the clean-down period. Under the amendment, all outstanding obligations under the Liberty Tax Credit Agreement must be reduced to zero for a period of at least 45 consecutive days, the first day of which must begin between March 15th and April 30th of each year. The amendment also amended the Liberty Tax Credit Agreement to permit dividends or other distributions to the parent to make a dividend or other distributions with regard to the parent’s equity interest, provided that (i) such dividend or distribution may only be made once per fiscal year and during a certain period of the fiscal year, and (ii) in any fiscal year the dividend or distribution shall not exceed 25% of consolidated EBITDA for the Liberty Tax segment for the fiscal year. The amendment also permits dividends or other distributions to the parent to pay management and administrative expenses provided that (i) such dividend or other distribution may only be made once per fiscal year and during a certain period of the fiscal year, and (ii) the aggregate amount of such dividend or other distribution may not exceed $1.0 million in any fiscal year. The amendment also eliminated a negative covenant in the Liberty Tax Credit Agreement that prohibited the Company from incurring certain types of indebtedness and liens. On February 14, 2020, the Company amended certain provisions of the Liberty Tax Credit Agreement to provide for the gradual reduction of the commitments under the Liberty Tax Credit Agreement and a maturity date of 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. Other Indebtedness The Company's previously had a credit facility, which was replaced by the Liberty Tax Credit Agreement, that consisted of a term loan with an original principal amount of $21.2 million and a revolving credit facility that allowed borrowing of up to $170.0 million with an accordion feature that permitted the Company to request an increase in availability of up to an additional $50.0 million . Outstanding borrowings accrued interest, which was paid monthly, at a rate of the one-month LIBOR plus a margin ranging from 1.50% to 2.25% depending on the Company's leverage ratio. The former credit facility contained certain financial covenants that the Company was required to meet, including leverage and fixed-charge coverage ratios as well as minimum net worth requirements. In addition, the Company was required to reduce the outstanding balance under its revolving loan to zero for a period of at least 45 consecutive days each fiscal year. Amounts due to former ADs, franchisees, and third parties are related to the purchase of AD and franchises by the Company. The mortgage payable is related to a Liberty Tax corporate office and matures in December 2026. Aggregate maturities of long-term debt at December 28, 2019 were as follows: Fiscal Year (In thousands) 2021 $ 30,398 2022 49,241 2023 81,905 2024 82,587 2025 160 Thereafter 945 Total long-term obligations $ 245,236 |
Stockholders' Equity - Text Blo
Stockholders' Equity - Text Blocks | 8 Months Ended |
Dec. 28, 2019 | |
Equity [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Stockholders' Equity Stockholders' Equity Activity On December 16, 2019, an affiliate of Vintage and other investors provided the Company with an aggregate of $31.0 million of equity in order to partially fund the Vitamin Shoppe Acquisition and related costs and expenses through the purchase of 2,438,748 shares of common stock of the Company (the "Vitamin Shoppe Stock Issuance"). The shares were issued at $12.00 per share pursuant to an equity commitment letter entered into on August 7, 2019, between the Company and a Vintage affiliate and at $25.90 per share pursuant to subscription agreements entered into with each investor. On October 23, 2019, an affiliate of Vintage, Brian R. Kahn and Lauren Kahn and B. Riley FBR, Inc. provided the Company with an aggregate $40.0 million of equity financing in conjunction with the Sears Outlet Acquisition through the purchase of 3,333,333.33 shares of common stock of the Company at $12.00 per share pursuant to certain subscription agreements entered into by each of them with the Company. Under the terms of the Buddy's Acquisition, the Company entered into a subscription agreement with a Vintage affiliate (the “Closing Subscription Agreement”), pursuant to which 2,083,333.33 shares of the Company's common stock were purchased at a purchase price of $12.00 per share for an aggregate purchase price of $25.0 million in cash. Also, under the terms of the Buddy's Acquisition, the Company entered into a second subscription agreement with Vintage affiliate (the “Post-Closing Subscription Agreement”), for a commitment to purchase from the Company additional shares of common stock at a purchase price of $12.00 per share. The purchase price under the Post Closing Subscription Agreement could not exceed $ 40 million in the aggregate. The Post-Closing Subscription Agreement was not required to complete the Tender Offer (as defined below). Under the terms of the Buddy's Acquisition, on August 1, 2019, the Company commenced a tender offer (the “Tender Offer”) to purchase any and all of the outstanding shares of the Company's common stock for cash at a price of $12.00 per share, without interest. The Tender Offer was not subject to a minimum tender requirement, and certain large stockholders of the Company agreed not to tender their shares in the Tender Offer. The Tender Offer was financed through cash on hand and (i) the $25.0 million Closing Subscription Agreement and (ii) the proceeds from the Buddy’s Credit Agreement. On October 11, 2019, the Company filed an amendment and extended the expiration date of the Tender Offer until November 13, 2019. Two of Company’s major stockholders, Vintage and B. Riley FBR, Inc., agreed not to participate in the Tender Offer. On November 13, 2019, the Company completed the Tender Offer with 3,935,738 shares tendered for an aggregate purchase price of $47.2 million . Under terms of the Buddy's Acquisition and the Buddy's Partners Acquisition, the Company issued 1,616,667 and 270,000 shares of Preferred Stock respectively to the sellers. One-fifth of a share of Preferred Stock along with one New Holdco unit can be exchanged for one share of the Company's common stock. Under the terms of the Buddy's Acquisition, the Company filed with the SEC an information statement regarding certain amendments to the Company's Second Amended and Restated Certificate of Incorporation, including an amendment to increase the number of authorized shares of the Company to 200,000,000 , comprised of 180,000,000 shares of common stock and 20,000,000 shares of Preferred Stock, which were adopted by written consent by holders of the voting power of the Company’s total outstanding capital stock as of July 26, 2019. During the year ended April 30, 2019, the sole holder of the Company's Class B common stock entered into a stock purchase agreement to sell all of his outstanding shares of the Company's Class A common stock and Class B common stock owned directly and indirectly by him. In connection with the sale, the shares of the Company’s Class B common stock converted into shares of the Company’s Class A common stock on a one-for-one basis and for no additional consideration. As of April 30, 2019, no shares of the Company’s Class B common stock remained outstanding. In addition, an agreement was reached which converted the 10 shares of special voting preferred stock to 1,000,000 shares of common stock. Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, as approved by stockholders on December 13, 2018, the Company currently has only one class of common stock. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss at December 28, 2019, April 30, 2019 and April 30, 2018 are as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Foreign currency adjustment $ (1,496 ) $ (1,908 ) $ (1,381 ) Interest rate swap agreements, net of tax (42 ) (2 ) 34 Total accumulated other comprehensive loss $ (1,538 ) $ (1,910 ) $ (1,347 ) 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% and there were no exchanges of New Holdco units. 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 Transition Period, and years ended April 30, 2019 and April 30, 2018 is as follows: 12/28/2019 Common stock (In thousands, except for share and per share amounts) Basic 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 Common stock (In thousands, except for share and per share amounts) Basic 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 Class A common stock Class B common stock (In thousands, except for share and per share amounts) Basic net income per share: Numerator: Allocation of undistributed earnings $ 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 , 524,649 and 1,213,252 shares for the Transition Period, and years ended April 30, 2019 and April 30, 2018, respectively, because the effect would be anti-dilutive. |
Stock Compensation Plan - Text
Stock Compensation Plan - Text Blocks | 8 Months Ended |
Dec. 28, 2019 | |
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 28, 2019, 4,398,334 shares of common stock remained available for grant. Stock Options The following table summarizes the information for options granted in the Transition Period, and years ended April 30, 2019 and April 30, 2018: 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 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 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 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 Transition Period, and years ended April 30, 2019 and April 30, 2018 was $0.3 million, $0.1 million and $ 0.1 million. The total intrinsic value of stock options outstanding at December 28, 2019 was $6.4 million . Stock options vest from the date of grant to three years after the date of grant and expire from four to five years after the vesting date. Nonvested stock options (options that had not vested in the period reported) activity during 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 At December 28, 2019, unrecognized compensation cost related to non-vested stock options was $0.4 million . These costs are expected to be expensed through fiscal 2022 . The following table summarizes information about stock options outstanding and exercisable at December 28, 2019. 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 - 10.89 240,000 $ 8.72 5.0 113,333 $ 8.60 10.90 - 16.38 220,285 11.98 4.3 131,945 12.01 460,285 $ 10.28 245,278 $ 10.43 Restricted Stock Units The Company has awarded restricted stock units to its non-employee directors and certain employees. Restricted stock units are valued at the closing stock price the day preceding the grant date. Compensation costs associated with these restricted shares are amortized on a straight-line basis over the vesting period and recognized as an increase in additional paid-in capital. At December 28, 2019, unrecognized compensation cost related to restricted stock units was $2.4 million . These costs are expected to be recognized through fiscal 2022 . In the Transition Period, the Company awarded performance restricted stock units with an estimated fair value of $10.0 million to certain officers and employees. Each employee has the opportunity to earn an amount between 0% and 150% of the individual target award contingent on the Company meeting certain performance targets for the period beginning September 1, 2019 and ending on September 30, 2022. Provided the vesting conditions are satisfied, the awards will vest at the end of the performance period. The estimated value is to be expensed over the performance period. The Company recognized $0.3 million of expense related to these restricted stock units in the Transition Period. The estimated fair value of these restricted stock units was determined using the Company's closing price on the grant date. Restricted stock activity during the Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: 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 618,918 14.38 Vested (80,549 ) 10.73 Forfeited (36,122 ) 10.72 Balance at December 28, 2019 671,039 $ 13.99 Stock Compensation Expense The Company recorded $3.1 million, $1.0 million and $3.7 million of expense related to stock awards for the Transition Period, and years ended April 30, 2019 and April 30, 2018. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 8 Months Ended |
Dec. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities subject to fair value measurements are classified according to a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Valuation methodologies for the fair value hierarchy are as follows. • Level 1—Quoted prices for identical assets and liabilities in active markets. • Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-based valuations in which all significant inputs are observable in the market. • Level 3—Unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. The Company measures or monitors certain of its assets and liabilities on a fair value basis. Fair value is used on a recurring basis for those assets and liabilities for which fair value is the primary basis of accounting. Other assets and liabilities are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustment in certain circumstances, such as when there is evidence of impairment. The following tables present, for each of the fair value hierarchy levels, the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis at December 28, 2019, April 30, 2019 and April 30, 2018. 12/28/2019 Fair value measurements using Total Level 1 Level 2 Level 3 (In thousands) 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 4/30/2019 Fair value measurements using Total Level 1 Level 2 Level 3 (In thousands) Recurring assets: Cash equivalents $ 15,772 $ 15,772 $ — $ — Total recurring assets 15,772 15,772 — — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue 12,707 — — 12,707 Contingent consideration for sale of accounting offices 1,120 — — 1,120 Impaired goodwill 178 — — 178 Impaired fixed assets 39 — — 39 Total nonrecurring assets 14,044 — — 14,044 Total recurring and nonrecurring assets $ 29,816 $ 15,772 $ — $ 14,044 Recurring liabilities Contingent consideration included in obligations due former ADs, franchisees and others $ 816 $ — $ — $ 816 Interest rate swap agreement 3 — 3 — Total recurring liabilities $ 819 $ — $ 3 $ 816 4/30/2018 Fair value measurements using Total Level 1 Level 2 Level 3 (In thousands) Recurring assets: Cash equivalents $ 12,056 $ 12,056 $ — $ — Interest rate swap agreement 57 — 57 — Total recurring assets 12,113 12,056 57 — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue 15,223 — — 15,223 Impaired goodwill 109 — — 109 Impaired customer lists 4 — — 4 Assets held for sale 8,941 — — 8,941 Total nonrecurring assets 24,277 — — 24,277 Total recurring and nonrecurring assets $ 36,390 $ 12,056 $ 57 $ 24,277 Recurring liabilities Contingent consideration included in obligations due former ADs, franchisees and others $ 1,545 $ — $ — $ 1,545 Total recurring liabilities $ 1,545 $ — $ — $ 1,545 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 Transition Period, and years ended April 30, 2019 and April 30, 2018. 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 or 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). |
Employee 401(k) Plan
Employee 401(k) Plan | 8 Months Ended |
Dec. 28, 2019 | |
Retirement Benefits [Abstract] | |
Employee 401(k) Plan | Employee 401(k) Plan The Company sponsored separate defined-contribution 401(k) plans for each business segment during the Transition Period. Under the Vitamin Shoppe segment plan, employees are 100% vested in the Vitamin Shoppe segment's matching contribution upon receipt. The Vitamin Shoppe matching contribution is 100% of the first 3% of participant compensation contributed to the 401(k) plan and 50% of the next 2% of participant compensation contributed to the 401(k) plan. Additionally, the Vitamin Shoppe segment may make discretionary contributions for each 401(k) plan year. Under the Liberty Tax segment plan, employees are 100% vested in the Liberty Tax segments matching contribution upon receipt. Employees who are 18 years of age and have completed 90 days of service are eligible to make voluntary contributions to the plan. The Company matches 50% of each employee's contribution up to 3% of the employee's salary. Under the Buddy's segment plan, employees are 100% vested in the Buddy's segment's matching contribution upon receipt. The Buddy's matching contribution is 100% of the first 3% of participant compensation contributed to the 401(k) plan and 50% of the next 2% of participant compensation contributed to the 401(k) plan. Additionally, the Vitamin Shoppe segment may make discretionary contributions for each 401(k) plan year. The Sears Outlet segment did not offer a plan during the Transition Period. The Company recognized expenses for the 401(k) profit-sharing plans for the Transition Period, and years ended April 30, 2019 and April 30, 2019 as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Contribution Expense Vitamin Shoppe $ 42 $ — $ — Sears Outlet — — — Liberty Tax 214 498 509 Buddy's 63 — — Total Contribution Expense $ 319 $ 498 $ 509 |
Income Taxes
Income Taxes | 8 Months Ended |
Dec. 28, 2019 | |
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, as well as any stand-alone income or loss it generates. New Holdco is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes on its taxable income in most jurisdictions. Instead, New Holdco's taxable income or loss is passed through to its members, including the Company. Additionally, New Holdco owns stock of two legal entities in Canada who are taxed as corporations. As a result of the transactions associated with the Buddy's Acquisition on July 10, 2019, the Company acquired New Holdco units and recognized deferred taxes for the difference between the financial reporting and tax basis of its investment in New Holdco. During 2019, the deferred tax associated with its investment was adjusted to reflect the issuance of New Holdco units, stock option exercises, and the allocation of its portion of New Holdco's losses. Prior to July 10, 2019, the Company and its subsidiaries filed a US consolidated federal tax return and was taxed as a corporation. 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 provision 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. After further consideration in the current year, 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 years ended December 28, 2019, April 30, 2019, and April 30, 2018 were as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Current: Federal $ — $ (2,400 ) $ 4,895 State 56 (648 ) 1,097 Foreign (740 ) 623 723 Current Tax expense (684 ) (2,425 ) 6,715 Deferred: Federal (3,982 ) 545 (2,125 ) State (5,857 ) (29 ) (69 ) Foreign 78 70 (175 ) Deferred tax expense (benefit) (9,761 ) 586 (2,369 ) Total income tax expense (benefit) $ (10,445 ) $ (1,839 ) $ 4,346 For the years ended December 28, 2019 , April 30, 2019, and April 30, 2018, income before taxes consisted of the following: 12/28/2019 4/30/2019 4/30/2018 (In thousands) U.S. operations $ (112,886 ) $ (6,229 ) $ 3,176 Foreign operations (2,025 ) 2,234 1,305 Income (loss) before income taxes $ (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 28, 2019 and April 30, 2019 are as follows: 12/28/2019 4/30/2019 (In thousands) Computed "expected" income tax benefit $ (24,131 ) $ (839 ) Increase (decrease) in income taxes resulting from: State income taxes, net of federal benefit (5,801 ) (677 ) Nondeductible expenses 244 280 Stock compensation expense (11 ) 69 Foreign tax rate differential (142 ) 128 Remeasurement of deferreds (478 ) (1,189 ) Transition tax — 185 Non-controlling interest in New Holdco 7,495 — Valuation allowance 11,417 — Return to provisions 623 85 Other 339 119 Total income tax benefit $ (10,445 ) $ (1,839 ) 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 28, 2019 and April 30, 2019 are as follows: 12/28/2019 4/30/2019 (In thousands) Deferred tax assets: Federal and state net operating loss carryforward $ 22,521 $ 317 Interest expense carryforward 1,429 — State bonus depreciation 3,179 — Unexercised nonqualified stock options — 237 Goodwill, intangible assets, and assets held for sale 32 4,695 Allowance for doubtful accounts — 3,488 Deferred revenue — 2,184 Accounts payable and accrued expense 6 602 Property, equipment and software (Canada) 119 118 Unvested restricted stock units — 201 Unrealized gain/loss 89 148 Total deferred tax assets (before valuation allowance) 27,375 11,990 Valuation allowance (11,417 ) (14 ) Total deferred tax assets (after valuation allowance) 15,958 11,976 Deferred tax liabilities Property, equipment and software (U.S.) — (7,708 ) Investment in New Holdco (15,958 ) — Other current assets — (529 ) Section 481 (a) adjustment - change in accounting method — (2,696 ) Intangible assets — (1,265 ) Total deferred tax liabilities (15,958 ) (12,198 ) Net deferred tax liability $ — $ (222 ) 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 established a valuation allowance of $11.4 million as of December 28, 2019, against deferred tax assets related to certain federal and state net operating losses which are not more likely than not to be realized due to limitations on utilization As of December 28, 2019, the Company has gross U.S. federal net operating losses of $93.5 million , state net operating losses of $45.8 million and foreign net operating losses of $3.1 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. 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 $0.3 million as of December 28, 2019 . 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 28, 2019 , April 30, 2019 and April 30, 2018, is as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Liability for uncertain tax positions, beginning of year $ 153 $ 153 $ — Addition: increases related to current year positions — — 153 Addition: increases related to prior year positions 308 — — Liability for uncertain tax positions, end of year $ 461 $ 153 $ 153 As of December 28, 2019 , the Company's earliest open tax year for U.S. federal income tax purposes was its fiscal year ended April 30, 2016. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Dec. 28, 2019 | |
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. M. Brent Turner's Consulting and Services Agreements M. Brent Turner served as a consultant of the Company from September 2018 until June 2019. On June 9, 2019, the Company appointed Mr. Turner as interim Chief Executive Officer of the Company. Subsequently, on October 2, 2019, Mr. Turner was appointed as President and Chief Executive Officer of Franchise Group L1, LLC, the Company’s subsidiary and parent of Liberty Tax Service. The Company is a participant in the following related party transactions with Mr. Turner during the Transition Period: Turner Consulting Agreement. Mr. Turner and the Company entered into a Consulting Agreement on September 20, 2018 commencing on October 1, 2018 and was in effect until September 30, 2019 (the "Consulting Agreement"). The Consulting Agreement paid a fee at a monthly rate of $65,000 with a total of $455,000 being paid in fiscal 2019. Mr. Turner entered into an Employment Agreement with the Company on June 9, 2019 upon his appointment as Interim Chief Executive Officer (the “Employment Agreement”). The Employment Agreement made the Consulting Agreement void and of no effect. 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. Messrs. Kahn and Laurence Vintage and its affiliates held approximately 43% of the aggregate voting power of the Company through their ownership of common stock and Preferred Stock as of December 28, 2019. Brian Kahn and Andrew Laurence, principals of Vintage, are members of the Company's Board of Directors with Mr. Laurence also serving as the Company's Chairman of the Board. As of October 2, 2019, Mr. Kahn was also appointed as President and Chief Executive Officer of the Company with an initial term of three years and Mr. Laurence was appointed an Executive Vice President of the Company, each with an initial term of three years. 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" included in “Part II., Item 8. Financial Statements and Supplementary Data” of this Transition Report on Form 10-K/T. 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. 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 have 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". 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 has an equity interest in an entity that owns three Buddy's franchisees. All transactions between the Company's Buddy's segment and Mr. Kahn's entity are conducted on a basis consistent with other franchisees. Mr. Kahn's brother-in-law owns three 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. A special committee of independent directors of our board of directors, who were unaffiliated with Vintage and its affiliates, unanimously approved the Buddy's Acquisition and the Buddy's Partners Acquisition. Bryant Riley (former director) Mr. Riley, through controlled entities or affiliates held approximately 15% of the aggregate ownership of the Company's common stock as of December 28, 2019. Mr. Riley was also a member of the Company's Board of Directors until March 2020. Stock Subscription Agreement. On October 22, 2019, B. Riley FBR, Inc., an entity controlled by Mr. Riley, purchased 1,000,000 shares of the Company's common stock for $12.0 million under the Vitamin Shoppe Stock Issuance. 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 million credit facility, which included a $575 million AF Term Loan and a $100 million ABL Term Loan with an entity controlled by Mr. Riley acting as the administrative agent. Fee Letter . On February 19, 2020, the Company entered into a fee letter with B. Riley pursuant to which B. Riley received an equity fee equal to 6% of the $36.0 million of equity raised by B. Riley for the Company. Matthew Avril Stock Subscription Agreement. On December 16, 2019, Mr. Avril purchased 75,469 shares of the Company’s common stock for $1,000,009 under a subscription agreement with the Company. Andrew Kaminsky Stock Subscription Agreement. On December 16, 2019, Mr. Kaminsky purchased 10,000 shares of the Company’s common stock for $132,930 under the Vitamin Shoppe Stock Issuance. Eric F. Seeton Stock Subscription Agreement. On December 16, 2019, Mr. Seeton purchased 11,320 shares of the Company’s common stock for $150,000 under the Vitamin Shoppe Stock Issuance. Michael S. Piper Stock Subscription Agreements. On December 16, 2019, Mr. Piper purchased 39,620 shares of the Company’s common stock for $0.5 million on December 16, 2019 under the Vitamin Shoppe Stock Issuance. On February 7, 2020, Mr. Piper purchased 123,529 shares for $2.1 million under the Equity Financing as defined below in "Note 19. Subsequent Events". Tax Receivable Agreement As discussed in "Note 2 - Acquisitions", 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. |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Dec. 28, 2019 | |
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. Virginia Derivative Litigation RSL Senior Partners LLC, derivatively and on behalf of Liberty Tax, Inc. v. Edward L. Brunot, John T. Hewitt, Kathleen E. Donovan, Gordon D’Angelo, John Garel, Thomas Herskovits, Robert M. Howard, Ross N. Longfield. Steven Ibbotson, Ellen M. McDowell, Nicole Ossenfort, George Robson and John Seal (Individual Defendants) and Liberty Tax. Inc. (Nominal Defendant) This case was filed on March 7, 2018 in the United States District Court for the Eastern District of Virginia (the “Virginia Action”). This purported stockholder derivative action was filed on behalf of the Company seeking to address the alleged wrongs of the Company’s directors and officers (the “Complaint”). The Complaint claimed that certain conduct created an inappropriate tone at the top, resulting in the loss of key executives, employees, directors and otherwise harmed the Company. The Complaint asserted claims under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Section 10(b) and Rule 10b-5 and Section 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. No claim or relief was asserted against the Company, which was named solely as a Nominal Defendant. The parties to the Virginia Action have agreed that all claims in the Virginia Action have been settled and the Company agreed to pay an immaterial amount. The Court approved the settlement at a fairness hearing for the Virginia Action on September 11, 2019. Eastern District of New York Securities Litigation In Re Liberty Tax, Inc. Securities Litigation , This case consolidated two previously filed cases on July 12, 2018. The case, among other things, asserts that the Company’s SEC filings over a multi-year period failed to disclose the alleged misconduct of the individual defendants and that disclosure of the alleged misconduct caused the Company’s stock price to drop and, thereby harm the purported class of stockholders. The class period is alleged to be October 1, 2013 through February 23, 2018. The defendants filed a joint motion to dismiss the Consolidated Amended Class-Action Complaint on September 17, 2018 which was granted on January 17, 2020. The Plaintiff filed their notice to appeal to the United States Court of Appeals for the Second Circuit on February 19, 2020. Stockholder Class-Action and Derivative Complaint On August 12, 2019, Asbestos Workers’ Philadelphia Pension Fund, individually and on behalf of all others similarly situated and derivatively on behalf of the Company filed a class-action and derivative complaint (the “Derivative Complaint”) in the Court of Chancery of the State of Delaware, against Matthew Avril, Patrick A. Cozza, Thomas Herskovits, Brian R. Kahn, Andrew M. Laurence, Lawrence Miller, G. William Minner Jr., Bryant R. Riley, Kenneth M. Young, (collectively the “Derivative Complaint Individual Defendants”), and against Vintage, B. Riley Financial, Inc. ("B. Riley"), and the Company as a Nominal Defendant. The Derivative Complaint alleges breach of fiduciary duty against the Derivative Complaint Individual Defendants based on the following allegations: (a) causing the Company to completely transform its business model and to acquire Buddy’s at an inflated price, (b) transfer the control of the Company to Vintage and B. Riley for no premium and without a stockholder vote, (c) allowing Vintage and B. Riley’s other former stockholders to unfairly extract additional value from the Company by virtue of a TRA, (d) the offering to the Company's non-Vintage and non-B. Riley stockholders of an inadequate price for their shares of Company stock ( $12.00 per share), (e) disseminating materially misleading and/or omissive Tender Offer documents, and (f) issuing additional Company shares to Vintage at less than fair value to fund the Tender Offer and Vitamin Shoppe Acquisition. The Derivative Complaint also includes a count of unjust enrichment against Vintage and B. Riley. The Derivative Complaint seeks: (a) declaration that the action is properly maintainable as a class-action; (b) a finding the Individual Defendants are liable for breaching their fiduciary duties owed to the class and the Company; (c) a finding that demand on the Company's Board is excused as futile; (d) enjoining the consummation of the Tender Offer unless and until all material information necessary for the Company's stockholders to make a fully informed tender decision has been disclosed; (e) a finding Vintage and B. Riley are liable for unjust enrichment; (f) an award to Plaintiff and the other members of the class damages in an amount which may be proven at trial; (g) an award to Plaintiff and the other members of the class pre-judgment and post-judgment interest, as well as their reasonable attorneys’ and expert witness fees and other costs; (h) an award to the Company in the amount of damages it sustained as a result of Individual Defendants’ breaches of fiduciary duties to the Company; and (i) awarding such other and further relief as this Court may deem just and proper. 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. On November 5, 2019, the Company filed Amendment No. 5 to the Offer to Purchase making certain additional disclosures. 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 remains pending. Franchise Litigation JTH Tax, Inc. and SiempreTax LLC v. Gregory Aime, Aime Consulting, LLC, Aime Consulting, Inc. and Wolf Ventures, Inc. The Company filed suit in the United States District Court for the Eastern District of Virginia against the defendants, former Company franchisees. On September 13, 2018, the Fourth Circuit issued a mandate that the judgment of the Fourth Circuit entered August 8, 2018 takes effect as of the same date of said filing. The matter was sent back to the District Court to recalculate damages consistent with the Fourth Circuit’s decision. On November 29, 2018, the Court issued an order awarding Aime approximately $0.3 million in damages. Before the District Court on remand, the parties briefed the question of what damages remained in place after the Court of Appeals’ ruling. On November 30, 2018, the District Court ruled that the Company remained liable to Aime for $0.3 million in damages. On December 28, 2018, Aime filed a motion for reconsideration of the District Court’s November 30, 2018 Order. On April 9, 2019, the Court entered judgment for an amount of $0.3 million . On April 12, 2019, Aime filed a motion to amend the judgment, to increase it by $0.1 million . On June 13, 2019, the Court denied the motion for reconsideration, but granted the motion to amend and increased the amount of the judgment to include the $0.1 million . The Court issued its opinion on June 25, 2019. The Company filed a notice of appeal with the Fourth Circuit Court of Appeals on July 19, 2019. Aime filed his notice of cross-appeal on July 25, 2019. The ultimate outcome of this action and the timing of such outcome is uncertain and there can be no assurance that the Company will benefit financially from such litigation. 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. The Court set the hearing on the class certification for December 18, 2020. 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 4 years, starting with an upfront payment of $1.0 million , followed by a $0.5 million payment on each anniversary thereof. As previously disclosed, the Company expects that the increased costs to enhance its compliance program could exceed $1.0 million per year over several years, in addition to the costs necessary to resolve the investigation. Other Matters Convergent Mobile, Inc. v. JTH Tax, Inc. On August 26, 2019, Convergent Mobile, Inc. (“Convergent”) filed a complaint in the Superior Court of the State of California, County of Sonoma, against the Company (the "California Complaint"). The California Complaint alleges that the Company breached a contract between it and Convergent, and Convergent has asserted counts for breach of contract, promissory estoppel, and breach of the covenant of good faith and fair dealing. The California Complaint generally seeks damages according to proof, special damages according to proof, interest, attorneys’ fees and cost. The Company removed the matter to the federal district court for the Northern District of California and filed a motion to dismiss and motion to strike. On January 16, 2020, the Court vacated the previously scheduled hearing on Company’s motion to dismiss and motion to strike and stated a written opinion would be forthcoming. On April 22, 2020, the Court granted in part and denied in part the Company’s motion to dismiss. The Court denied the Company’s motion to strike and ordered the Company to file its answer on or before May 8, 2020. The Company disputes these claims and intends to defend the matter vigorously. |
Segments (Notes)
Segments (Notes) | 8 Months Ended |
Dec. 28, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | (18) Segments The Company's operations are conducted in four reporting business segments: Vitamin Shoppe, Sears Outlet, Liberty Tax and Buddy's. The Company defines its segments as those operations which results its chief operating decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The results of operations of Buddy's are included in the Company's results of operations beginning on July 11, 2019, the results of operations of Sears Outlet are included in the Company's results of operations beginning on October 23, 2019, while the results of operations of Vitamin Shoppe are included in the Company's results of operations beginning on December 16, 2019. Prior to July 11, 2019, the Company operated as a single reportable segment that was comprised of Liberty Tax. The Vitamin Shoppe segment is an omni-channel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance, and services to help them become their best selves, however they define it. The Vitamin Shoppe segment offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids. The Vitamin Shoppe segment consists of our operations under the "Vitamin Shoppe" brand and is headquartered in Secaucus, New Jersey. The Sears Outlet segment provides in-store and online access for customers to purchase new, one-of-a-kind, out-of-carton, discontinued, obsolete, used, reconditioned, overstocked, and scratched and dented products, collectively “outlet-value products” across a broad assortment of merchandise categories, including home appliances, mattresses, furniture, and lawn and garden equipment. The Sears Outlet segment consists of our operations under the "Sears Outlet" brand and is headquartered in Hoffman Estates, Illinois. 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: Transition Period Ended Twelve Months Ended 12/28/2019 4/30/2019 4/30/2018 (In thousands) (In thousands) Total revenue: Vitamin Shoppe $ 30,574 $ — $ — Sears Outlet 68,230 — — Liberty Tax 14,984 132,546 174,872 Buddy's 35,722 — — Consolidated total revenue $ 149,510 $ 132,546 $ 174,872 Depreciation, amortization, and impairment charges by segment are as follows: Transition Period Ended Twelve Months Ended 12/28/2019 4/30/2019 4/30/2018 (In thousands) (In thousands) Depreciation, amortization, and impairment charges: Vitamin Shoppe $ 986 $ — $ — Sears Outlet 549 — — Liberty Tax 28,501 14,084 14,416 Buddy's 2,365 — — Consolidated depreciation, amortization, and impairment charges: $ 32,401 $ 14,084 $ 14,416 Operating income (loss) by segment are as follows: Transition Period Ended Twelve Months Ended 12/28/2019 4/30/2019 4/30/2018 (In thousands) (In thousands) Income (loss) from operations: Vitamin Shoppe $ (13,509 ) $ — $ — Sears Outlet (18,539 ) — — Liberty Tax (69,590 ) (859 ) 7,599 Buddy's 3,172 — — Total Segments (98,466 ) (859 ) 7,599 Corporate (7,133 ) — — Consolidated income (loss) from operations $ (105,599 ) $ (859 ) $ 7,599 Total assets by segment are as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Total assets: Vitamin Shoppe $ 679,646 $ — $ — Sears Outlet 267,176 — — Liberty Tax 123,576 160,001 178,003 Buddy's 188,941 — — Total Segments 1,259,339 160,001 178,003 Corporate 39,206 — — Consolidated total assets $ 1,298,545 $ 160,001 $ 178,003 Goodwill by segment is as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Goodwill: Vitamin Shoppe $ 4,951 $ — $ — Sears Outlet 31,028 — — Liberty Tax 9,780 6,566 8,640 Buddy's 88,542 — — Consolidated goodwill $ 134,301 $ 6,566 $ 8,640 |
Subsequent Events
Subsequent Events | 8 Months Ended |
Dec. 28, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 3, 2020, the Company entered into a Subscription Agreement with an affiliate of Vintage, pursuant to which the affiliate of Vintage purchased from the Company 2,354,000 shares of common stock of the Company, par value $0.01 per share, at a purchase price of $12.00 per share for an aggregate purchase price of $28.2 million in cash. The common stock was purchased pursuant to an amendment to an equity commitment letter, dated August 7, 2019, between the Company and Tributum, L.P. (as amended, the "ECL"), pursuant to which Vintage agreed to provide $70.0 million of equity financing for the Vitamin Shoppe Acquisition. On February 7, 2020, investors purchased approximately 3,877,964.65 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 Vintage ECL, and $23.00 per share in connection with a separate private placement of shares of common stock (collectively, the "Equity Financing") pursuant to certain subscription agreements entered into by each investor with the Company. Pursuant to the ECL, Tributum, L.P. assigned certain of its obligations thereunder to provide a portion of such Equity Financing to certain of the investors. The proceeds of the of Equity Financing were used by the Company to fund the repurchase or redemption of the Company's outstanding 2.25% Convertible Notes (the "Convertible Notes"), to make interest payments on the Convertible Notes that are not repurchased or redeemed until their maturity and to also fund general, working capital and cash needs of the Company. On February 7, 2020, the Company completed the repurchase of approximately $60.4 million in aggregate principal amount of outstanding Convertible Notes for a purchase price of approximately $60.6 million, which includes accrued interest. On February 14, 2020, the Company announced the completion of the American Freight Acquisition, for an aggregate preliminary purchase price of $356.9 million. Additionally, the Company, through certain of its subsidiaries, entered into a $675.0 million credit facility which funded the American Freight Acquisition and refinanced debt of its Buddy’s segment and Sears Outlet segment. The table below summarizes the unaudited preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the American Freight Acquisition as of February 14, 2020. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in an adjustment to the preliminary values presented below. The Company expects to complete the purchase price allocation as soon as reasonably possible but not to exceed one year from the American Freight Acquisition date. (Unaudited) (In thousands) Preliminary 2/14/2020 Cash and cash equivalents $ 3,840 Prepaid expenses and other current assets 3,158 Inventories, net 99,200 Property, equipment and software, net 11,032 Goodwill 336,784 Operating lease right-of-use assets 91,236 Other intangible assets, net 70,200 Other non-current assets 1,607 Total assets 617,057 Current operating lease liabilities 17,457 Accounts payable 44,696 Layaway deposits and deferred revenue 12,619 Accrued expenses and other current liabilities 14,527 Current installments of long-term obligations 3,210 Long-term obligations, excluding current installments 93,975 Deferred tax liabilities 11,398 Non-current operating lease liabilities 62,289 Total liabilities 260,171 Consideration transferred $ 356,886 In addition, on February 14, 2020, substantially concurrently with the American Freight Acquisition, the Company issued to Kayne FRG Holdings, L.P. (“Kayne FRG”), 1,250,000 shares of common stock of the Company pursuant to a subscription agreement entered into between Kayne FRG and the Company, as consideration and payment for services rendered by Kayne FRG to the Company in connection with the $675 million credit facility. On March 12, 2020, the Company announced that its Board of Directors approved a cash dividend to the Company’s stockholders. The quarterly dividend of $0.25 per share will be paid on or about April 27, 2020 to stockholders of record at the close of business on April 10, 2020. In March 2020, the World Health Organization recognized the coronavirus (COVID-19) as a pandemic. This coronavirus outbreak has severely restricted the level of economic activity around the world. In an effort to mitigate the continued spread of the virus, federal, state and local governments, as well as certain private entities have mandated various restrictions, including travel restrictions, restrictions on public gatherings, closing of nonessential businesses and quarantining of people who may have been exposed to the coronavirus. As a result of these restrictions, together with a general fear of the impact on the global economy and financial markets, there is significant uncertainty surrounding the potential impact on our business. As of today, all of the Company’s operating businesses, except American Freight, have been deemed essential businesses and remain open in most states. However, the following actions have been taken by the Company in response to the impact of the coronavirus: • The Company’s store and distribution center associates, who have voluntarily determined to continue to work, have been provided proper cleaning and protective supplies to ensure the safety of such associates and the Company’s customers; • All of the Company’s corporate offices have been temporarily closed and its corporate associates are working remotely; • Effective April 1, 2020, the Company’s executive leadership has voluntarily agreed to a temporary reduction in their base salaries. Mr. Kahn took a 50% base salary reduction while the Company’s other executive officers took 30% to 40% base salary reductions; • The Board of Directors of the Company has agreed to a temporary reduction of its compensation by 50% ; and • Where the Company’s stores have been mandated to close, the Company has furloughed workers to give them the ability to receive government benefits while committing to pay 100% of their health and welfare benefits through at least April 30, 2020. The Company is working to conserve cash and maintain liquidity and has requested all operating companies (i) approach their landlords to seek rent deferrals and abatements; (ii) work with vendors and suppliers to extend payment terms; (iii) suspend all non-essential capital expenditures; (iv) dramatically reduce non-committed or contractual marketing activities; and (v) delay non-essential projects and programs. The Company expects a significant increase in cash in the coming months from anticipated tax refunds generated from new regulations in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as well as potential positive working capital adjustments from recent acquisitions. The Company has been diligently evaluating the CARES Act to determine if there are additional opportunities for tax relief or funding. In addition to any tax refunds available under the CARES Act, the Company intends to take advantage of the opportunity to defer payroll taxes under the CARES Act and is exploring the availability of the employee retention credit provided for under the CARES Act. As described above, in connection with the Buddy’s Acquisition and the Company’s acquisition of 21 Buddy’s Home Furnishings stores from a series of franchisees of Buddy’s New Holdco, a wholly-owned direct subsidiary of the Company, the sellers in the acquisitions received, in the aggregate 9,433,332.18 New Holdco units and 1,886,666.44 shares of Preferred Stock. Following an initial six-month lockup period, which has expired, the sellers were permitted to redeem one New Holdco unit and one-fifth of a share of Preferred Stock in exchange for one share of the Company’s common stock. As of April 1, 2020, all shares of outstanding Preferred Stock and New Holdco units (except for the New Holdco units held by the Company) were redeemed for shares of the Company’s common stock and no shares of Preferred Stock or New Holdco units remained outstanding (except for the New Holdco Units held by the Company). On April 1, 2020, the Company entered into the Second Amended and Restated Limited Liability Company Agreement of Buddy’s New Holdco to amend and restate the New Holdco LLC Agreement in its entirety to reflect, among other things, that the Company is the sole member of Buddy’s New Holdco as a result of these redemptions. |
Acquisitions (Tables)
Acquisitions (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Acquisitions [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (2) Acquisitions Vitamin Shoppe Acquisition On December 16, 2019, the Company, pursuant to the terms of the Agreement and Plan of Merger with Vitamin Shoppe, the Company completed 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. The table below summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Vitamin Shoppe Acquisition as of December 16, 2019. 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, when management's appraisals and estimates are finalized. The Company is awaiting additional information to finalize the valuation of various balances, which include the acquired intangible assets, measurement of the lease right-of-use assets, inventory, and property and equipment. (In thousands) Preliminary 12/16/2019 Cash and cash equivalents $ 2,792 Current receivables, net 8,995 Inventories, net 188,500 Other current assets 15,317 Property, equipment, and software, net 127,849 Goodwill 4,951 Intangible assets, net 12,000 Operating lease right-of-use assets 326,330 Other non-current assets 2,698 Total Assets 689,432 Current installments of long-term obligations 60,928 Current operating lease liabilities 73,009 Accounts payable and accrued expenses 80,312 Other current liabilities 4,354 Long-term obligations, excluding current installments 398 Non-current operating lease liabilities 308,306 Other non-current liabilities 308 Total Liabilities 527,615 Consideration transferred $ 161,817 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 Vitamin Shoppe tradename as an indefinite-lived intangible asset with a fair value of $12.0 million . The tradename is not subject to amortization but will be evaluated annually for impairment. The allocation of the purchase price to intangible assets as well as their estimated useful lives, is preliminary and may be adjusted. 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 negative adjustment of $54.3 million , net for favorable and unfavorable Vitamin Shoppe leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired property, equipment, and software consists of leasehold improvements of $44.7 million , furniture, fixtures and equipment of $47.1 million , software of $35.5 million , construction in progress of $1.1 million and a finance lease asset of $0.9 million . Sears Outlet Acquisition On October 23, 2019, the Company completed the Sears Outlet Acquisition pursuant to the terms of the Equity and Asset Purchase Agreement, dated as of August 27, 2019, for an aggregate purchase price of $128.8 million . The Company accounted for the transaction as a business combination using the acquisition method of accounting. Initially, the purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values as previously reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019. During the Transition Period, the Company identified certain measurement period adjustments related to the fair value of opening balances of inventory, property, equipment, and software, lease right-of-use assets, net for favorable and unfavorable leases, lease liabilities and certain working capital accounts. The total purchase price declined by $2.5 million due to final working capital adjustments, and the valuation of net identifiable assets declined by $23.8 million resulting in a $21.3 million increase in goodwill. The income statement effect of these measurement period adjustments for the Sears Outlet Acquisition that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition dates is immaterial. The table below summarizes the preliminary estimates and adjustments recorded to-date during the measurement period of the fair values of the identifiable assets acquired and liabilities assumed in the Sears Outlet Acquisition as of the acquisition date. The estimates of fair value continue to be preliminary as the Company is in the final stages of completing its appraisals. 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, when management's appraisals and estimates are finalized. (In thousands) Preliminary 10/23/19 Cash and cash equivalents $ 1,695 Current receivables, net 349 Inventories, net 99,200 Other current assets 17,099 Property, equipment and software, net 11,132 Goodwill 31,028 Operating lease right-of-use assets 117,061 Other non-current assets 325 Total assets 277,889 Current operating lease liabilities 27,409 Accounts payable and accrued expenses 43,779 Other current liabilities 5,297 Non-current operating lease liabilities 70,392 Other non-current liabilities 2,216 Total liabilities 149,093 Consideration transferred $ 128,796 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. Lease right-of-use assets and lease liabilities consists of leases for retail store locations and office space. The lease right-of-use assets incorporate an additional measurement period adjustment of $12.6 million , net for favorable and unfavorable leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired inventories incorporate an additional measurement period adjustment decrease of $21.6 million , which is inclusive of a closing balance sheet adjustment and refinement of the fair value measurement. The acquired property, equipment and software consists of leasehold improvements of $4.5 million , furniture, fixtures and equipment of $5.5 million , software of $1.0 million and land and land improvements of $0.2 million . Assets held for sale relate to five Sears Outlet stores and nine Buddy’s Home Furnishing Stores acquired and immediately sold to third parties for $15.0 million . Refer to "Note 3 - Assets Disposition" for further discussion. Buddy's Acquisition On the Buddy's Acquisition Date, the Company completed 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 New Holdco units and 0.091863 shares of Preferred Stock. The Buddy's Members may elect, following an initial six-month lockup period, which has expired, to cause New Holdco and the Company to redeem one New Holdco Unit and one-fifth of a share of Preferred Stock in exchange for one share of common stock of the Company. As of the Buddy's Acquisition Date, on an as-converted basis, the Buddy's Members' aggregate ownership of New Holdco units and shares of Preferred Stock represent approximately 36.44% of the Company's outstanding common stock, which implies an enterprise value for Buddy's of approximately $122 million and an equity value of $12.00 per share of common stock. The Company is the sole managing member of New Holdco, which will be consolidated for financial reporting purposes. New Holdco units held by the Buddy's Members will be recorded as a non-controlling interest on the consolidated financial statements. The Company and the Buddy's Members also entered into an income tax receivable agreement (the "TRA") pursuant to which, subject to certain exceptions set forth in the TRA, the Company will pay the Buddy's Members 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 held by the Buddy's Members. In connection with the Buddy's Acquisition, none of the New Holdco units were to be purchased or exchanged by the Company and the Buddy's Members. Accordingly, the Company is not obligated to make any TRA payments to the Buddy's Members and therefore has not recorded an initial TRA or contingent consideration liability. In future periods, to the extent that Buddy’s Members exchange their New Holdco units that result in an increase in tax basis of the assets of New Holdco, the Company will initially record an estimated TRA liability equal to the portion of realizable tax benefits that are probable to the Buddy’s Members as an adjustment to additional paid-in capital. The table below summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed, net of fair value adjustments in the Buddy's Acquisition as of the acquisition date. (In thousands) Preliminary 7/10/2019 Cash and cash equivalents $ 181 Current receivables, net 13,658 Inventories, net 9,620 Other current assets 1,291 Property, equipment, and software, net 1,592 Goodwill 75,038 Intangible assets, net 29,300 Operating lease right-of-use assets 10,564 Other non-current assets 857 Total Assets 142,101 Current installments of long-term obligations 25,403 Current operating lease liabilities 1,402 Accounts payable and accrued expenses 5,354 Long-term obligations, excluding current installments 616 Non-current operating lease liabilities 11,507 Other non-current liabilities 819 Total Liabilities 45,101 Consideration transferred $ 97,000 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. Intangible assets, net consist of three separately identified assets. The Company identified the Buddy's tradename as an indefinite-lived intangible asset with a fair value of $11.1 million . The Company also recognized an asset of $10.5 million for franchise agreements and $7.7 million for customer contracts with useful lives of 10 years and 6 years, respectively. The allocation of the purchase price to intangible assets as well as their estimated useful lives, is preliminary and may be adjusted. The Company recorded a measurement period adjustment related to the intangible assets and deferred tax liability associated with the Buddy’s Acquisition. The adjustment reduced goodwill and increased the net assets acquired by $ 11.1 million . Lease right-of-use assets and lease liabilities consists of leases for retail store locations, vehicles and office equipment. The lease right of use assets incorporates an adjustment of $2.4 million , net for favorable and unfavorable Buddy's leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. During the three months ended October 31, 2019, the Company updated the valuation of operating lease right-of-use assets, finance lease assets, operating lease liabilities, and finance lease liabilities and recorded a measurement period adjustment decreasing fixed assets and decreasing total liabilities by approximately $2.9 million with no impact to goodwill. Other acquisitions Subsequent to December 28, 2019, the Company completed the American Freight Acquisition. Refer to "Note 19 - Subsequent Events", for further details of the American Freight Acquisition. 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"). The table below summarizes the final purchase price allocation adjustments made to the preliminary estimates of the fair values of the identified assets acquired and liabilities assumed at the acquisition date. Recognized amounts of identifiable assets acquired and liabilities assumed: Buddy's Partners Acquisition A-Team Leasing Acquisition (In thousands) Preliminary 9/30/2019 Preliminary 8/23/2019 Cash and cash equivalents $ 6 $ 8 Current receivables, net 29 — Inventories, net 4,832 8,294 Other current assets 184 35 Property, equipment and software, net 1,165 2,481 Goodwill 7,217 6,287 Intangible assets, net 4,500 9,500 Operating lease right-of-use assets 2,498 4,211 Total assets 20,431 30,816 Current operating lease liabilities 530 1,628 Accounts payable and accrued expenses 777 18 Non-current operating lease liabilities 1,938 2,532 Other non-current liabilities 354 — Total liabilities 3,599 4,178 Consideration transferred $ 16,832 $ 26,638 Intangible assets acquired are as follows: Buddy's Partners Acquisition A-Team Leasing Acquisition (In thousands) Useful life Estimated fair value Useful life Estimated fair value Re-acquired franchise rights 4 $ 2,600 7 $ 6,400 Customer contracts 5 1,900 6 3,100 Total intangible assets $ 4,500 $ 9,500 Acquisition costs As of the Transition Period, we have 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 we have 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 as if they had occurred on May 1, 2018. (Unaudited) (In thousands) Transition Period Ended 12/28/2019 Fiscal Year Ended 4/30/2019 Revenue $ 1,039,819 $ 2,266,656 Net loss $ (101,632 ) $ (43,299 ) 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. 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 Vitamin Shoppe tradename as an indefinite-lived intangible asset with a fair value of $12.0 million . The tradename is not subject to amortization but will be evaluated annually for impairment. The allocation of the purchase price to intangible assets as well as their estimated useful lives, is preliminary and may be adjusted. 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 negative adjustment of $54.3 million , net for favorable and unfavorable Vitamin Shoppe leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired property, equipment, and software consists of leasehold improvements of $44.7 million , furniture, fixtures and equipment of $47.1 million , software of $35.5 million , construction in progress of $1.1 million and a finance lease asset of $0.9 million . Sears Outlet Acquisition On October 23, 2019, the Company completed the Sears Outlet Acquisition pursuant to the terms of the Equity and Asset Purchase Agreement, dated as of August 27, 2019, for an aggregate purchase price of $128.8 million . The Company accounted for the transaction as a business combination using the acquisition method of accounting. Initially, the purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values as previously reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019. During the Transition Period, the Company identified certain measurement period adjustments related to the fair value of opening balances of inventory, property, equipment, and software, lease right-of-use assets, net for favorable and unfavorable leases, lease liabilities and certain working capital accounts. The total purchase price declined by $2.5 million due to final working capital adjustments, and the valuation of net identifiable assets declined by $23.8 million resulting in a $21.3 million increase in goodwill. The income statement effect of these measurement period adjustments for the Sears Outlet Acquisition that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition dates is immaterial. The table below summarizes the preliminary estimates and adjustments recorded to-date during the measurement period of the fair values of the identifiable assets acquired and liabilities assumed in the Sears Outlet Acquisition as of the acquisition date. The estimates of fair value continue to be preliminary as the Company is in the final stages of completing its appraisals. 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, when management's appraisals and estimates are finalized. (In thousands) Preliminary 10/23/19 Cash and cash equivalents $ 1,695 Current receivables, net 349 Inventories, net 99,200 Other current assets 17,099 Property, equipment and software, net 11,132 Goodwill 31,028 Operating lease right-of-use assets 117,061 Other non-current assets 325 Total assets 277,889 Current operating lease liabilities 27,409 Accounts payable and accrued expenses 43,779 Other current liabilities 5,297 Non-current operating lease liabilities 70,392 Other non-current liabilities 2,216 Total liabilities 149,093 Consideration transferred $ 128,796 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. Lease right-of-use assets and lease liabilities consists of leases for retail store locations and office space. The lease right-of-use assets incorporate an additional measurement period adjustment of $12.6 million , net for favorable and unfavorable leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The acquired inventories incorporate an additional measurement period adjustment decrease of $21.6 million , which is inclusive of a closing balance sheet adjustment and refinement of the fair value measurement. The acquired property, equipment and software consists of leasehold improvements of $4.5 million , furniture, fixtures and equipment of $5.5 million , software of $1.0 million and land and land improvements of $0.2 million . Assets held for sale relate to five Sears Outlet stores and nine Buddy’s Home Furnishing Stores acquired and immediately sold to third parties for $15.0 million . Refer to "Note 3 - Assets Disposition" for further discussion. Buddy's Acquisition On the Buddy's Acquisition Date, the Company completed 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 New Holdco units and 0.091863 shares of Preferred Stock. The Buddy's Members may elect, following an initial six-month lockup period, which has expired, to cause New Holdco and the Company to redeem one New Holdco Unit and one-fifth of a share of Preferred Stock in exchange for one share of common stock of the Company. As of the Buddy's Acquisition Date, on an as-converted basis, the Buddy's Members' aggregate ownership of New Holdco units and shares of Preferred Stock represent approximately 36.44% of the Company's outstanding common stock, which implies an enterprise value for Buddy's of approximately $122 million and an equity value of $12.00 per share of common stock. The Company is the sole managing member of New Holdco, which will be consolidated for financial reporting purposes. New Holdco units held by the Buddy's Members will be recorded as a non-controlling interest on the consolidated financial statements. The Company and the Buddy's Members also entered into an income tax receivable agreement (the "TRA") pursuant to which, subject to certain exceptions set forth in the TRA, the Company will pay the Buddy's Members 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 held by the Buddy's Members. In connection with the Buddy's Acquisition, none of the New Holdco units were to be purchased or exchanged by the Company and the Buddy's Members. Accordingly, the Company is not obligated to make any TRA payments to the Buddy's Members and therefore has not recorded an initial TRA or contingent consideration liability. In future periods, to the extent that Buddy’s Members exchange their New Holdco units that result in an increase in tax basis of the assets of New Holdco, the Company will initially record an estimated TRA liability equal to the portion of realizable tax benefits that are probable to the Buddy’s Members as an adjustment to additional paid-in capital. Recognized amounts of identifiable assets acquired and liabilities assumed: Buddy's Partners Acquisition A-Team Leasing Acquisition (In thousands) Preliminary 9/30/2019 Preliminary 8/23/2019 Cash and cash equivalents $ 6 $ 8 Current receivables, net 29 — Inventories, net 4,832 8,294 Other current assets 184 35 Property, equipment and software, net 1,165 2,481 Goodwill 7,217 6,287 Intangible assets, net 4,500 9,500 Operating lease right-of-use assets 2,498 4,211 Total assets 20,431 30,816 Current operating lease liabilities 530 1,628 Accounts payable and accrued expenses 777 18 Non-current operating lease liabilities 1,938 2,532 Other non-current liabilities 354 — Total liabilities 3,599 4,178 Consideration transferred $ 16,832 $ 26,638 |
Accounts and Notes Receivable_2
Accounts and Notes Receivable - Table Text Blocks (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Receivables [Abstract] | |
Schedule of activity related to notes receivable | 12/28/2019 4/30/2019 4/30/2018 (In thousands) Accounts receivable, net $ 44,333 $ 47,011 $ 52,517 Notes receivable 37,994 21,097 24,295 Interest receivable, net 3,132 1,718 1,526 Income tax receivable 3,356 1,784 — Allowance for doubtful accounts (9,122 ) (11,183 ) (11,522 ) Current receivables, net 79,693 60,427 66,816 Notes receivable - non-current 19,501 7,445 6,554 Allowance for doubtful accounts - non-current (863 ) (633 ) (965 ) Non-current receivables, net 18,638 6,812 5,589 Total receivables $ 98,331 $ 67,239 $ 72,405 |
Schedule of activity in the allowance for doubtful accounts | Activity in the allowance for doubtful accounts for the Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Balance at beginning of year $ 11,816 $ 12,487 $ 12,020 Provision for doubtful accounts 5,375 8,738 12,396 Write-offs (7,252 ) (9,322 ) (12,024 ) Foreign currency adjustment 46 (87 ) 95 Balance at end of year $ 9,985 $ 11,816 $ 12,487 |
Schedule of allocation of allowance for doubtful accounts | |
Schedule of aging of accounts and notes receivable | The breakdown of accounts and notes receivable past due at December 28, 2019, April 30, 2019 and April 30, 2018 was as follows: 12/28/2019 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable $ 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 4/30/2019 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable $ 20,787 $ 26,224 $ — $ 47,011 Notes and interest receivable, net 15,561 12,981 1,718 30,260 Total accounts, notes, and interest receivable, net $ 36,348 $ 39,205 $ 1,718 $ 77,271 4/30/2018 (In thousands) Past due Current Interest receivable, net Total receivables Accounts receivable $ 24,477 $ 28,040 $ — $ 52,517 Notes and interest receivable, net 13,647 17,202 1,526 32,375 Total accounts, notes, and interest receivable, net $ 38,124 $ 45,242 $ 1,526 $ 84,892 |
Restructuring Expense Restructu
Restructuring Expense Restructuring Expense (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The composition of the restructuring expenses incurred for the years ended April 30, 2019 and April 30, 2018 were as follows: 4/30/2019 Expense Cash Accrued Expenses Non-cash Total Expense (In thousands) Contract termination costs - maintenance $ 37 $ — $ — $ 37 Property and intangible impairments and exit costs 2,282 1,467 5,559 9,308 Total $ 2,319 $ 1,467 $ 5,559 $ 9,345 |
Property, Equipment, and Soft_2
Property, Equipment, and Software, Net - Table Text Blocks (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of future minimum rental payments for operating leases | y |
Schedule of property, equipment, and software | 12/28/2019 4/30/2019 4/30/2018 (In thousands) Land and land improvements $ 1,592 $ 1,413 $ 1,464 Buildings and building improvements 7,972 8,206 8,142 Leasehold improvements 52,755 120 124 Furniture, fixtures, and equipment 59,254 5,656 6,171 Software 42,373 56,554 54,274 Construction in progress 1,842 — — Finance lease asset 1,984 45 — Property, equipment, and software, gross 167,772 71,994 70,175 Less accumulated depreciation and amortization 17,625 39,318 31,539 Property, equipment, and software, net $ 150,147 $ 32,676 $ 38,636 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Table Text Blocks (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Allocation of Impairment Loss [Table Text Block] | Components of intangible assets as of December 28, 2019, April 30, 2019 and April 30, 2018 were as follows: 12/28/2019 Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties 5 years $ 1,027 $ (1,027 ) $ — Tradenames (1) 3 years 23,534 (72 ) 23,462 Customer contracts 6 years 12,736 (886 ) 11,850 Franchise agreements 10 years 10,609 (486 ) 10,123 Buddy's Reacquired rights 6 years 9,000 (427 ) 8,573 Assets acquired from franchisees: Liberty Tax Customer lists 4 years 3,311 (1,532 ) 1,779 Liberty Tax Reacquired rights 2 years 2,577 (1,626 ) 951 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. 4/30/2019 Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties 5 years $ 1,027 $ (1,027 ) $ — Tradenames 3 years 108 (52 ) 56 Assets acquired from franchisees: Customer lists 4 years 2,015 (1,288 ) 727 Reacquired rights 2 years 1,660 (1,380 ) 280 AD rights 9 years 32,271 (14,173 ) 18,098 Total intangible assets $ 37,081 $ (17,920 ) $ 19,161 4/30/2018 Weighted-average amortization period Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Customer lists acquired from unrelated third parties 5 years $ 3,187 $ (1,555 ) $ 1,632 Tradenames 3 years 431 (172 ) 259 Non-compete agreements 2 years 241 (145 ) 96 Assets acquired from franchisees: Customer lists 4 years 1,842 (1,427 ) 415 Reacquired rights 2 years 1,436 (1,393 ) 43 AD rights 9 years 30,907 (10,515 ) 20,392 Total intangible assets $ 38,044 $ (15,207 ) $ 22,837 |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the Transition Period, and years ended April 30, 2019 and April 30, 2018 were as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Balance at beginning of year $ 6,566 $ 8,640 $ 8,576 Acquisitions of Liberty Tax assets from franchisees and third parties 3,658 370 1,846 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 — — Disposals and foreign currency changes, net (444 ) (5,042 ) (641 ) Impairments — (353 ) (109 ) Purchase price reallocation — — (1,032 ) Transfers — 2,951 — Balance at end of year $ 134,301 $ 6,566 $ 8,640 |
Purchase Price of Assets Acquired from Franchisees | The purchase price of Liberty Tax assets acquired from franchisees and third parties and recorded as customer lists, reacquired rights, and goodwill during the Transition Period, and years ended April 30, 2019 and April 30, 2018, was allocated as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Customer lists $ 1,506 $ 143 $ 65 Reacquired rights 1,097 119 52 Goodwill 3,658 370 119 Purchase price of assets acquired from franchisees $ 6,261 $ 632 $ 236 |
Schedule of estimated amortization expense | Annual amortization expense for the next five years is estimated to be as follows: As of 12/28/2019: (In thousands) 2020 $ 9,190 2021 8,831 2022 8,140 2023 7,308 2024 6,200 Thereafter 14,821 Total estimated amortization expense $ 54,490 |
Revenue (Tables)
Revenue (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | he following table reflects when deferred revenue is expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the period: Estimate for Fiscal Year (In thousands) 2020 $ 5,704 2021 1,991 2022 1,205 2023 698 2024 401 Thereafter 520 Total $ 10,519 |
Contract with Customer, Asset and Liability [Table Text Block] | he following table provides information about receivables and contract liabilities (deferred revenue) from contracts with customers: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Notes receivable (a) $ 57,495 $ 28,542 $ 30,849 Deferred revenue (b) 10,519 8,654 5,667 (a) Notes receivable increased by $1.7 million as of May 1, 2018 due to the change in the Company's revenue recognition policy for initial franchise and AD fees upon adoption of ASC 606. (b) Deferred revenue increased $6.9 million as of May 1, 2018 due to the cumulative effect of adopting ASC 606. Significant changes in deferred revenue are as follows: 12/28/2019 4/30/2019 (In thousands) Deferred revenue at beginning of period $ 8,654 $ 5,667 ASC 606 deferred revenue adoption — 6,940 Revenue recognized during the period (3,308 ) (5,912 ) Deferred revenue assumed from Acquisitions 5,173 — New deferred revenue during period — 1,959 Deferred revenue at end of period $ 10,519 $ 8,654 |
Disaggregation of Revenue [Table Text Block] | he following represents the disaggregated revenue by reportable segments for the Transition Period and the period May 1, 2018 through December 29, 2018: Transition Period From 5/1/2019 - 12/28/2019 Period From 5/1/2018 - 12/29/2018 (In thousands) Vitamin Shoppe Sears Outlet 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 The following represents the disaggregated revenue by reportable segments for the fiscal years ended April 30, 2019 and April 30, 2018: 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 |
Debt - Table Text Blocks (Table
Debt - Table Text Blocks (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | |
Schedule of aggregate maturities of long-term debt | Aggregate maturities of long-term debt at December 28, 2019 were as follows: Fiscal Year (In thousands) 2021 $ 30,398 2022 49,241 2023 81,905 2024 82,587 2025 160 Thereafter 945 Total long-term obligations $ 245,236 |
Stockholders' Equity - Table Te
Stockholders' Equity - Table Text Blocks (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive loss at December 28, 2019, April 30, 2019 and April 30, 2018 are as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Foreign currency adjustment $ (1,496 ) $ (1,908 ) $ (1,381 ) Interest rate swap agreements, net of tax (42 ) (2 ) 34 Total accumulated other comprehensive loss $ (1,538 ) $ (1,910 ) $ (1,347 ) |
Schedule of computation of basic and diluted net income per share | The computation of basic and diluted net income per share for the Transition Period, and years ended April 30, 2019 and April 30, 2018 is as follows: 12/28/2019 Common stock (In thousands, except for share and per share amounts) Basic 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 Common stock (In thousands, except for share and per share amounts) Basic 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 Class A common stock Class B common stock (In thousands, except for share and per share amounts) Basic net income per share: Numerator: Allocation of undistributed earnings $ 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) | 8 Months Ended |
Dec. 28, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of information for options granted | The following table summarizes the information for options granted in the Transition Period, and years ended April 30, 2019 and April 30, 2018: 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 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 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 |
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 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 |
Summary of information about stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at December 28, 2019. 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 - 10.89 240,000 $ 8.72 5.0 113,333 $ 8.60 10.90 - 16.38 220,285 11.98 4.3 131,945 12.01 460,285 $ 10.28 245,278 $ 10.43 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Restricted stock activity during the Transition Period, and years ended April 30, 2019 and April 30, 2018 was as follows: 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 618,918 14.38 Vested (80,549 ) 10.73 Forfeited (36,122 ) 10.72 Balance at December 28, 2019 671,039 $ 13.99 Stock Compensation Expense The Company recorded $3.1 million, $1.0 million and $3.7 million of expense related to stock awards for the Transition Period, and years ended April 30, 2019 and April 30, 2018. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
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 28, 2019, April 30, 2019 and April 30, 2018. 12/28/2019 Fair value measurements using Total Level 1 Level 2 Level 3 (In thousands) 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 4/30/2019 Fair value measurements using Total Level 1 Level 2 Level 3 (In thousands) Recurring assets: Cash equivalents $ 15,772 $ 15,772 $ — $ — Total recurring assets 15,772 15,772 — — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue 12,707 — — 12,707 Contingent consideration for sale of accounting offices 1,120 — — 1,120 Impaired goodwill 178 — — 178 Impaired fixed assets 39 — — 39 Total nonrecurring assets 14,044 — — 14,044 Total recurring and nonrecurring assets $ 29,816 $ 15,772 $ — $ 14,044 Recurring liabilities Contingent consideration included in obligations due former ADs, franchisees and others $ 816 $ — $ — $ 816 Interest rate swap agreement 3 — 3 — Total recurring liabilities $ 819 $ — $ 3 $ 816 4/30/2018 Fair value measurements using Total Level 1 Level 2 Level 3 (In thousands) Recurring assets: Cash equivalents $ 12,056 $ 12,056 $ — $ — Interest rate swap agreement 57 — 57 — Total recurring assets 12,113 12,056 57 — Nonrecurring assets: Impaired accounts and notes receivable, net of unrecognized revenue 15,223 — — 15,223 Impaired goodwill 109 — — 109 Impaired customer lists 4 — — 4 Assets held for sale 8,941 — — 8,941 Total nonrecurring assets 24,277 — — 24,277 Total recurring and nonrecurring assets $ 36,390 $ 12,056 $ 57 $ 24,277 Recurring liabilities Contingent consideration included in obligations due former ADs, franchisees and others $ 1,545 $ — $ — $ 1,545 Total recurring liabilities $ 1,545 $ — $ — $ 1,545 |
Income Taxes (Tables)
Income Taxes (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Components of income tax expense for the fiscal years ended December 28, 2019, April 30, 2019, and April 30, 2018 were as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Current: Federal $ — $ (2,400 ) $ 4,895 State 56 (648 ) 1,097 Foreign (740 ) 623 723 Current Tax expense (684 ) (2,425 ) 6,715 Deferred: Federal (3,982 ) 545 (2,125 ) State (5,857 ) (29 ) (69 ) Foreign 78 70 (175 ) Deferred tax expense (benefit) (9,761 ) 586 (2,369 ) Total income tax expense (benefit) $ (10,445 ) $ (1,839 ) $ 4,346 |
Schedule of income before taxes, domestic and foreign | For the years ended December 28, 2019 , April 30, 2019, and April 30, 2018, income before taxes consisted of the following: 12/28/2019 4/30/2019 4/30/2018 (In thousands) U.S. operations $ (112,886 ) $ (6,229 ) $ 3,176 Foreign operations (2,025 ) 2,234 1,305 Income (loss) before income taxes $ (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 28, 2019 and April 30, 2019 are as follows: 12/28/2019 4/30/2019 (In thousands) Computed "expected" income tax benefit $ (24,131 ) $ (839 ) Increase (decrease) in income taxes resulting from: State income taxes, net of federal benefit (5,801 ) (677 ) Nondeductible expenses 244 280 Stock compensation expense (11 ) 69 Foreign tax rate differential (142 ) 128 Remeasurement of deferreds (478 ) (1,189 ) Transition tax — 185 Non-controlling interest in New Holdco 7,495 — Valuation allowance 11,417 — Return to provisions 623 85 Other 339 119 Total income tax benefit $ (10,445 ) $ (1,839 ) |
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 28, 2019 and April 30, 2019 are as follows: 12/28/2019 4/30/2019 (In thousands) Deferred tax assets: Federal and state net operating loss carryforward $ 22,521 $ 317 Interest expense carryforward 1,429 — State bonus depreciation 3,179 — Unexercised nonqualified stock options — 237 Goodwill, intangible assets, and assets held for sale 32 4,695 Allowance for doubtful accounts — 3,488 Deferred revenue — 2,184 Accounts payable and accrued expense 6 602 Property, equipment and software (Canada) 119 118 Unvested restricted stock units — 201 Unrealized gain/loss 89 148 Total deferred tax assets (before valuation allowance) 27,375 11,990 Valuation allowance (11,417 ) (14 ) Total deferred tax assets (after valuation allowance) 15,958 11,976 Deferred tax liabilities Property, equipment and software (U.S.) — (7,708 ) Investment in New Holdco (15,958 ) — Other current assets — (529 ) Section 481 (a) adjustment - change in accounting method — (2,696 ) Intangible assets — (1,265 ) Total deferred tax liabilities (15,958 ) (12,198 ) Net deferred tax liability $ — $ (222 ) |
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 28, 2019 , April 30, 2019 and April 30, 2018, is as follows: 12/28/2019 4/30/2019 4/30/2018 (In thousands) Liability for uncertain tax positions, beginning of year $ 153 $ 153 $ — Addition: increases related to current year positions — — 153 Addition: increases related to prior year positions 308 — — Liability for uncertain tax positions, end of year $ 461 $ 153 $ 153 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 8 Months Ended |
Dec. 28, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of repurchase of common stock from related parties |
Organization and Significant _2
Organization and Significant Accounting Policies - Narratives (Details) - USD ($) $ in Thousands | Dec. 16, 2019 | Aug. 23, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 |
Property, Plant and Equipment [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 26,600 | $ 97,000 | ||||
Revenues | 149,510 | $ 16,647 | $ 132,546 | $ 174,872 | ||
Operating Lease, Liability | 501,987 | |||||
Operating Lease, Right-of-Use Asset | 462,610 | 0 | 0 | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 319 | $ (3,794) | $ 135 | |||
Vitamin Shoppe [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 161,800 |
Organization and Significant _3
Organization and Significant Accounting Policies Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Intangible Assets, Net (Excluding Goodwill) | $ 77,590 | $ 19,161 | $ 22,837 |
Assets | 1,298,545 | 160,001 | 178,003 |
Deferred Revenue, Current | 16,409 | 21,408 | 24,438 |
Liabilities | 1,146,784 | 56,287 | 66,501 |
Retained Earnings (Accumulated Deficit) | 18,388 | 92,932 | 101,139 |
Stockholders' Equity Attributable to Parent | 125,391 | 103,714 | 111,502 |
Liabilities and Equity | $ 1,298,545 | $ 160,001 | $ 178,003 |
Organization and Significant _4
Organization and Significant Accounting Policies Condensed Consolidated Statement of Operations (Details) $ / shares in Units, $ in Thousands | Oct. 23, 2019USD ($) | Sep. 30, 2019USD ($)storeshares | Aug. 23, 2019USD ($)store | Dec. 28, 2019USD ($)$ / sharesshares | Dec. 29, 2018USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) |
Business Combination, Consideration Transferred | $ 26,600 | $ 97,000 | |||||
Ownership Interest | 65.60% | ||||||
Revenues | $ (149,510) | $ (16,647) | $ (132,546) | $ (174,872) | |||
General and Administrative Expense | 173,860 | 68,267 | 124,060 | 162,321 | |||
Operating Expenses | 255,109 | 77,612 | 133,405 | 167,273 | |||
Operating Income (Loss) | (105,599) | (60,965) | (859) | 7,599 | |||
IncomeTaxExpenseBenefit | (10,445) | (19,726) | (1,839) | 4,346 | |||
NetIncomeLoss | $ (104,466) | $ (43,053) | $ (2,156) | $ 135 | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 34.40% | ||||||
Number of Real Estate Properties | store | 21 | 41 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,200 | ||||||
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 | $ 122,000 | ||||||
Share Price | $ / shares | $ 12 | ||||||
Buddy's [Member] | |||||||
Ownership Interest | 65.40% | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 34.60% | ||||||
Preferred Stock [Member] | |||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 270,000 | ||||||
Common Stock [Member] | |||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 1,350,000 | ||||||
Sears Outlet [Member] | |||||||
Business Combination, Consideration Transferred | $ 128,800 |
Organization and Significant _5
Organization and Significant Accounting Policies Deferred Revenue (Details) $ in Thousands | 8 Months Ended | |||
Dec. 28, 2019USD ($)segment | Dec. 28, 2019USD ($)reporting_business_segment | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of Reportable Segments | 4 | 4 | ||
Adoption of Topic 842, Recognition of Lease Liabilities | $ 8,700 | |||
adoption of topic 842, reduction to retained earnings, net of taxes | 300 | |||
Adoption of Topic 842, Recognition of Lease Right-of-Use Assets | 8,400 | |||
Deferred Revenue balance at the beginning of period prior to adopting 606 | $ 8,654 | $ 8,654 | 5,667 | |
Cumulative Effect of New Accounting Principle in Period of Adoption | 319 | 319 | (3,794) | $ 135 |
Deferral Revenue at the end of the period, with adoption of 606 | $ 10,519 | $ 10,519 | $ 8,654 |
Organization and Significant _6
Organization and Significant Accounting Policies Future Recognition of Deferred Revenue (Details) $ / shares in Units, $ in Thousands | Oct. 23, 2019USD ($)$ / shares | Sep. 30, 2019USD ($)storeshares | Aug. 23, 2019USD ($)store | Dec. 28, 2019USD ($)franchiseshares | Dec. 28, 2019store | Dec. 28, 2019$ / shares | Dec. 28, 2019USD ($) | Dec. 28, 2019shares | Apr. 30, 2019USD ($) |
Business Combination, Consideration Transferred | $ 26,600 | $ 97,000 | |||||||
Adoption of Topic 842, Recognition of Lease Right-of-Use Assets | $ 8,400 | ||||||||
Adoption of Topic 842, Recognition of Lease Liabilities | 8,700 | ||||||||
adoption of topic 842, reduction to retained earnings, net of taxes | $ 300 | ||||||||
Number of Real Estate Properties | store | 21 | 41 | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,200 | ||||||||
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 | $ 122,000 | ||||||||
Share Price | $ / shares | $ 12 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-11-01 | |||||||||
Revenue, Remaining Performance Obligation, Amount | 5,704 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-11-01 | |||||||||
Revenue, Remaining Performance Obligation, Amount | 1,991 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-11-01 | |||||||||
Revenue, Remaining Performance Obligation, Amount | 1,205 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01 | |||||||||
Revenue, Remaining Performance Obligation, Amount | 698 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-11-01 | |||||||||
Revenue, Remaining Performance Obligation, Amount | 401 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-11-01 | |||||||||
Revenue, Remaining Performance Obligation, Amount | 520 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |||||||||
Revenue, Remaining Performance Obligation, Amount | $ 10,519 | ||||||||
Sears Outlet [Member] | |||||||||
Business Combination, Consideration Transferred | $ 128,800 | ||||||||
Number of Real Estate Properties | 9 | 5 | |||||||
Share Price | $ / shares | $ 12 | ||||||||
Buddy's Partners Asset Acquisition [Member] | |||||||||
Business Combination, Consideration Transferred | $ 16,800 | ||||||||
Number of Real Estate Properties | store | 21 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,200 | ||||||||
A-Team Leasing Asset Acquisition [Member] | |||||||||
Business Combination, Consideration Transferred | $ 26,600 | ||||||||
Number of Real Estate Properties | store | 41 | ||||||||
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 [Member] | |||||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 270,000 | ||||||||
Preferred Stock [Member] | Buddy's Partners Asset Acquisition [Member] | |||||||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 270,000 |
Acquisitions Vitamin Shoppe (De
Acquisitions Vitamin Shoppe (Details) - USD ($) $ in Thousands | Dec. 16, 2019 | Aug. 23, 2019 | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 26,600 | $ 97,000 | |||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 1,039,819 | $ 2,266,656 | |||
Business Acquisition, Transaction Costs | 17,400 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 181 | ||||
Goodwill | 134,301 | 6,566 | $ 8,640 | ||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 10,564 | ||||
Long-term Debt, Current Maturities | (218,384) | (13,108) | (18,113) | ||
Deferred Revenue | 10,519 | 8,654 | 5,667 | ||
Long-term Debt, Excluding Current Maturities | (245,236) | (1,940) | $ (2,270) | ||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | (101,632) | $ (43,299) | |||
Vitamin Shoppe [Member] | |||||
Business Acquisition [Line Items] | |||||
Adjustment, Lease Right of Use | 54,300 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 2,792 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 8,995 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 188,500 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 15,317 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 127,849 | ||||
Goodwill | 4,951 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 12,000 | ||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 326,330 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 2,698 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 689,432 | ||||
Long-term Debt, Current Maturities | (60,928) | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 73,009 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 80,312 | ||||
Deferred Revenue | 4,354 | ||||
Long-term Debt, Excluding Current Maturities | (398) | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 308,306 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 308 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 527,615 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 161,817 | ||||
Tradename [Member] | Vitamin Shoppe [Member] | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 12,000 | ||||
Vitamin Shoppe [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 161,800 | ||||
Leasehold Improvements [Member] | Vitamin Shoppe [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 44,700 | ||||
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 | 47,100 | ||||
Software [Member] | Vitamin Shoppe [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 35,500 | ||||
Construction in Progress [Member] | Vitamin Shoppe [Member] | |||||
Business Acquisition [Line Items] | |||||
Machinery and Equipment, Gross | 1,100 | ||||
Finance Lease, Right-of-Use Asset [Member] | Vitamin Shoppe [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 900 |
Acquisitions Sears Outlets (Det
Acquisitions Sears Outlets (Details) $ in Thousands | Oct. 23, 2019USD ($) | Aug. 23, 2019USD ($)store | Dec. 28, 2019USD ($)franchise | Dec. 28, 2019store | Dec. 28, 2019USD ($) | Sep. 30, 2019store | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 181 | |||||||
Number of Real Estate Properties | store | 41 | 21 | ||||||
Business Combination, Consideration Transferred | $ 26,600 | $ 97,000 | ||||||
Goodwill | 134,301 | $ 6,566 | $ 8,640 | |||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 10,564 | |||||||
Sears Outlet [Member] | ||||||||
Inventory Adjustments | 21,600 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,695 | |||||||
Number of Real Estate Properties | 9 | 5 | ||||||
Business Combination, Consideration Transferred | $ 128,800 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 349 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 99,200 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 17,099 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,132 | |||||||
Goodwill | 31,028 | |||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 117,061 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 325 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 277,889 | |||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 27,409 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 43,779 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 5,297 | |||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Contract With Customer, Liability, Noncurrent | 70,392 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 2,216 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 149,093 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 128,796 | |||||||
Proceeds from Sale of Real Estate | $ 15,000 |
Acquisitions Buddy's (Details)
Acquisitions Buddy's (Details) | 8 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019USD ($)franchiseshares | Apr. 30, 2019 | Apr. 30, 2018 | Dec. 28, 2019 | Dec. 28, 2019store | Dec. 28, 2019$ / shares | Dec. 28, 2019USD ($) | Dec. 28, 2019shares | Oct. 23, 2019$ / shares | Sep. 30, 2019store | Aug. 23, 2019store | |
Percentage of Tax Savings Due | 40.00% | ||||||||||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | $ 11,507,000 | ||||||||||
Noncash or Part Cash Acquisition, Income Tax Liability | 819,000 | ||||||||||
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed | 45,101,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 181,000 | ||||||||||
Due from Customer Acceptances | 7,700,000 | ||||||||||
Increase (Decrease) in Operating Liabilities | 2,900,000 | ||||||||||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 13,658,000 | ||||||||||
Inventory, Firm Purchase Commitment, Loss | 9,620,000 | ||||||||||
Noncash or Part Cash Acquisition, Other Current Assets | 1,291,000 | ||||||||||
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | 1,592,000 | ||||||||||
Noncash or Part Cash Acquisition, Goodwill Acquired | 75,038,000 | ||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 29,300,000 | ||||||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 10,564,000 | ||||||||||
Noncash or Part Noncash Acquisition, Other Assets Acquired | 857,000 | ||||||||||
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) | 142,101,000 | ||||||||||
Noncash or Part Cash Acquisition, Operating Lease Liability, Current Portion | 25,403,000 | ||||||||||
Noncash or Part Cash Acquisition, Finance Lease Liability, Current Portion | 1,402,000 | ||||||||||
Noncash or Part Noncash Acquisition, Payables Assumed | 5,354,000 | ||||||||||
Noncash or Part Cash Acquisition, Operating Lease Liability, Non-Current Portion | $ 616,000 | ||||||||||
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 | 122,000,000 | ||||||||||
Share Price | $ / shares | $ 12 | ||||||||||
Sears Outlet [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,695,000 | ||||||||||
Adjustment, Lease Right of Use | 12,600,000 | ||||||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 117,061,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 99,200,000 | ||||||||||
Inventory Adjustments | 21,600,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,132,000 | ||||||||||
Number of Real Estate Properties | 9 | 5 | |||||||||
Proceeds from Sale of Real Estate | $ 15,000,000 | ||||||||||
Share Price | $ / shares | $ 12 | ||||||||||
Buddy's Partners Asset Acquisition [Member] | |||||||||||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | 354,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 4,500,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 6,000 | ||||||||||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 29,000 | ||||||||||
Noncash or Part Cash Acquisition, Other Current Assets | 184,000 | ||||||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 2,498,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 4,832,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,165,000 | ||||||||||
Number of Real Estate Properties | store | 21 | ||||||||||
A-Team Leasing Asset Acquisition [Member] | |||||||||||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 9,500,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 8,000 | ||||||||||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 0 | ||||||||||
Noncash or Part Cash Acquisition, Other Current Assets | 35,000 | ||||||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 4,211,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 8,294,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,481,000 | ||||||||||
Number of Real Estate Properties | store | 41 | ||||||||||
Tradename [Member] | |||||||||||
Tradename, indefinite-lived intangible asset | $ 11,100,000 | ||||||||||
Franchise Agreements [Member] | |||||||||||
Indefinite-Lived Franchise Rights | 10,500,000 | ||||||||||
Buddy's [Member] | |||||||||||
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 11,100,000 | ||||||||||
Adjustment, Lease Right of Use | 2,400,000 | ||||||||||
Customer Contracts [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | ||||||||||
Customer Contracts [Member] | Buddy's [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | ||||||||||
Franchise Rights [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | 9 years | 9 years | ||||||||
Franchise Rights [Member] | Buddy's Partners Asset Acquisition [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 2,600,000 | ||||||||||
Franchise Rights [Member] | A-Team Leasing Asset Acquisition [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 6,400,000 | ||||||||||
Franchise Rights [Member] | Buddy's [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||
Customer-Related Intangible Assets [Member] | Buddy's Partners Asset Acquisition [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,900,000 | ||||||||||
Customer-Related Intangible Assets [Member] | A-Team Leasing Asset Acquisition [Member] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 3,100,000 | ||||||||||
Leasehold Improvements [Member] | Sears Outlet [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,500,000 | ||||||||||
Equipment [Member] | Sears Outlet [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,500,000 | ||||||||||
Computer Equipment [Member] | Sears Outlet [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,000,000 | ||||||||||
Construction in Progress [Member] | Sears Outlet [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 200,000 |
Acquisitions Other Acquisitions
Acquisitions Other Acquisitions (Details) $ in Thousands | Sep. 30, 2019USD ($)storeshares | Aug. 23, 2019USD ($)store | Dec. 28, 2019USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 181 | ||||
Business Acquisition, Transaction Costs | 17,400 | ||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 1,039,819 | $ 2,266,656 | |||
Number of Real Estate Properties | store | 21 | 41 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,200 | ||||
Business Combination, Consideration Transferred | $ 26,600 | 97,000 | |||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | (101,632) | (43,299) | |||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 13,658 | ||||
Noncash or Part Cash Acquisition, Other Current Assets | 1,291 | ||||
Goodwill | 134,301 | $ 6,566 | $ 8,640 | ||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 10,564 | ||||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | 11,507 | ||||
Buddy's Partners Asset Acquisition [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 6 | ||||
Number of Real Estate Properties | store | 21 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,200 | ||||
Business Combination, Consideration Transferred, Forgiveness of Receivable | 600 | ||||
Business Combination, Consideration Transferred | $ 16,800 | ||||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 29 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 4,832 | ||||
Noncash or Part Cash Acquisition, Other Current Assets | 184 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,165 | ||||
Goodwill | 7,217 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 4,500 | ||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 2,498 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 20,431 | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 530 | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 777 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,938 | ||||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | 354 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,599 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 16,832 | ||||
A-Team Leasing Asset Acquisition [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 8 | ||||
Number of Real Estate Properties | store | 41 | ||||
Business Combination, Consideration Transferred | $ 26,600 | ||||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 0 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 8,294 | ||||
Noncash or Part Cash Acquisition, Other Current Assets | 35 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,481 | ||||
Goodwill | 6,287 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 9,500 | ||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 4,211 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 30,816 | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 1,628 | ||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 18 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 2,532 | ||||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | 0 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 4,178 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 26,638 | ||||
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 [Member] | |||||
Business Acquisition, Number Of Common Stock Shares Acquired | shares | 270,000 | ||||
Preferred Stock [Member] | 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 ($) $ in Thousands | 8 Months Ended | ||
Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 181 | ||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 13,658 | ||
Noncash or Part Cash Acquisition, Other Current Assets | 1,291 | ||
Goodwill | 134,301 | $ 6,566 | $ 8,640 |
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 10,564 | ||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | 11,507 | ||
Buddy's Partners Asset Acquisition [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 6 | ||
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired | 29 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 4,832 | ||
Noncash or Part Cash Acquisition, Other Current Assets | 184 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,165 | ||
Goodwill | 7,217 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 4,500 | ||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 2,498 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 20,431 | ||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 530 | ||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 777 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,938 | ||
Noncash or Part Cash Acquisition, Finance Lease Liability, Non-Current Portion | 354 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,599 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 16,832 |
Acquisitions A-Team Leasing (De
Acquisitions A-Team Leasing (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 134,301 | $ 6,566 | $ 8,640 |
A-Team Leasing Asset Acquisition [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 2,532 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 4,178 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 26,638 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,481 | ||
Goodwill | 6,287 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 9,500 |
Assets Disposition (Details)
Assets Disposition (Details) | Oct. 23, 2019USD ($)franchisestore | 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 | |
Gain (Loss) on Disposition of Assets | $ 0 | ||
Sears Outlet 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] | |||
Number of Real Estate Properties | store | 5 | ||
Proceeds from Sale of Real Estate | $ 15,000,000 | ||
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] | |||
Number of Real Estate Properties | franchise | 9 | ||
Proceeds from Sale of Real Estate | $ 1 |
Accounts and Notes Receivable_3
Accounts and Notes Receivable - Notes and Interest Receivable (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts and Other Receivables, Net, Current | $ 44,333 | $ 47,011 | $ 52,517 |
Unrecognized Revenue | 4,900 | 6,600 | 12,500 |
Financing Receivable, Nonaccrual | 0 | 15,600 | |
Financing Receivable, Past Due | 38,663 | 36,348 | 38,124 |
Notes Receivable, Related Parties, Current | 37,994 | 21,097 | 24,295 |
interest receivable, current, net | 3,132 | 1,718 | 1,526 |
Income Taxes Receivable, Current | 3,356 | 1,784 | 0 |
Allowance for Doubtful Other Receivables, Current | (9,122) | (11,183) | (11,522) |
Receivables, Net, Current | 79,693 | 60,427 | 66,816 |
Notes Receivable, Related Parties, Noncurrent | 19,501 | 7,445 | 6,554 |
Allowance for Doubtful Accounts, non-current | (863) | (633) | (965) |
Receivables, net, non-current | 18,638 | 6,812 | 5,589 |
Receivables, Fair Value Disclosure | 98,331 | 67,239 | 72,405 |
Notes Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing Receivable, Past Due | $ 8,471 | $ 15,561 | $ 13,647 |
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. 29, 2018 | Apr. 30, 2017 | |
Receivables [Abstract] | |||
Allowance for doubtful accounts receivable, beginning of period | $ 11,816 | $ 12,020 | |
Provision for doubtful accounts | 5,375 | $ 8,738 | 12,396 |
Write-offs | (7,252) | (9,322) | (12,024) |
Foreign currency adjustment | 46 | $ (87) | 95 |
Allowance for doubtful accounts receivable, end of period | $ 9,985 | $ 12,487 |
Accounts and Notes Receivable_5
Accounts and Notes Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2016 |
Allocation of allowance for doubtful accounts | |||||
Unrecognized Revenue | $ 4,900 | $ 6,600 | $ 12,500 | ||
Gross amount due | 104,960 | 77,271 | 84,892 | ||
Accounts Receivable, Allowance for Credit Loss | 9,985 | 11,816 | $ 12,487 | $ 12,020 | |
Accounts receivable | |||||
Allocation of allowance for doubtful accounts | |||||
Gross amount due | 60,627 | 30,260 | 32,375 | ||
Notes and interest receivable, net of unrecognized revenue | |||||
Allocation of allowance for doubtful accounts | |||||
Gross amount due | $ 44,333 | $ 47,011 | $ 52,517 |
Accounts and Notes Receivable_6
Accounts and Notes Receivable - Accounts and Notes Receivable Past Due (Details) - USD ($) $ in Thousands | 8 Months Ended | ||
Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Aging of accounts and notes receivable | |||
Past due | $ 38,663 | $ 36,348 | $ 38,124 |
Current | 3,132 | 39,205 | 45,242 |
Financing Receivable, Not Past Due | 63,165 | 1,718 | 1,526 |
Accounts and Notes Receivable Gross | $ 104,960 | 77,271 | 84,892 |
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 | $ 30,192 | 20,787 | 24,477 |
Current | 0 | 0 | 0 |
Financing Receivable, Not Past Due | 14,141 | 26,224 | 28,040 |
Accounts and Notes Receivable Gross | 44,333 | 47,011 | 52,517 |
Accounts receivable | |||
Aging of accounts and notes receivable | |||
Past due | 8,471 | 15,561 | 13,647 |
Current | 3,132 | 12,981 | 17,202 |
Financing Receivable, Not Past Due | 49,024 | 1,718 | 1,526 |
Accounts and Notes Receivable Gross | $ 60,627 | $ 30,260 | $ 32,375 |
Accounts and Notes Receivable_7
Accounts and Notes Receivable - Narratives (Details) - USD ($) $ in Millions | 8 Months Ended | ||
Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Unrecognized Revenue | $ 4.9 | $ 6.6 | $ 12.5 |
Investment in notes receivable on nonaccrual status | $ 0 | $ 15.6 | |
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 |
Restructuring Expense - Narrati
Restructuring Expense - Narratives (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 29, 2018 | Apr. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 4,952 | $ 9,345 |
Accrued Expenses | 1,359 | 1,467 |
Contract Termination Costs, Maintenance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 2,074 | 37 |
Accrued Expenses | $ 1,359 | $ 0 |
Restructuring Expense - Summary
Restructuring Expense - Summary of Restructuring Expense (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Cash | $ 1,178 | $ 2,319 | |
Accrued Expenses | 1,359 | 1,467 | |
Non-cash | 2,415 | 5,559 | |
Service and other | 4,952 | 9,345 | |
Beginning Balance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract Termination Costs, Maintenance | 1,359 | $ 0 | |
Property and Intangible Impairments and Exit Costs | 0 | 0 | |
Accrued Expenses, Total | 1,359 | 0 | |
Contract Termination Costs, Maintenance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash | 715 | 37 | |
Accrued Expenses | 1,359 | 0 | |
Non-cash | 0 | 0 | |
Service and other | 2,074 | 37 | |
Contract Termination Costs, Impairment [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash | 0 | ||
Accrued Expenses | 0 | ||
Non-cash | 549 | ||
Service and other | 549 | ||
Property and Intangible Impairments and Exit Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash | 254 | 2,282 | |
Accrued Expenses | 0 | 1,467 | |
Non-cash | 1,866 | 5,559 | |
Service and other | 2,120 | 9,308 | |
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash | 209 | ||
Accrued Expenses | 0 | ||
Non-cash | 0 | ||
Service and other | $ 209 | ||
Additions Accrued Against the Liability [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract Termination Costs, Maintenance | 0 | 2,074 | |
Property and Intangible Impairments and Exit Costs | 3,749 | 0 | |
Accrued Expenses, Total | 3,749 | 2,074 | |
Payments for Restructuring [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract Termination Costs, Maintenance | (669) | (715) | |
Property and Intangible Impairments and Exit Costs | (2,282) | 0 | |
Accrued Expenses, Total | (2,951) | (715) | |
Balance at the End of the Period [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract Termination Costs, Maintenance | 690 | 1,359 | |
Property and Intangible Impairments and Exit Costs | 1,467 | 0 | |
Accrued Expenses, Total | $ 2,157 | $ 1,359 |
Property, Equipment, and Soft_3
Property, Equipment, and Software, Net - Property, Equipment and Software (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | $ 150,147 | $ 32,676 | $ 38,636 |
Property Plant and Equipment Not Placed in Service | 100 | 100 | 100 |
Property, equipment, and software, net | 150,147 | 32,676 | 38,636 |
Property, Plant and Equipment, Gross, Period Increase (Decrease) | 167,772 | 71,994 | 70,175 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) | 17,625 | 39,318 | 31,539 |
Land and Land Improvements [Member] | |||
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | 1,592 | 1,413 | 1,464 |
Buildings and building improvements | |||
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | 7,972 | 8,206 | 8,142 |
Leasehold improvements | |||
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | 52,755 | 120 | 124 |
Furniture, fixtures, and equipment | |||
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | 59,254 | 5,656 | 6,171 |
Software | |||
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | 42,373 | 56,554 | 54,274 |
Construction in Progress [Member] | |||
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | 1,842 | 0 | 0 |
Capital Lease Obligations [Member] | |||
Property, equipment, and software, net | |||
Property, Plant and Equipment, Additions | $ 1,984 | $ 45 | $ 0 |
Property, Equipment, and Soft_4
Property, Equipment, and Software, Net - Narratives (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | |
Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Total depreciation expense | $ 7.4 | $ 8.4 | $ 5.6 |
Assets not placed in service | $ 0.1 | $ 0.1 | $ 0.1 |
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 | Apr. 30, 2019 | Apr. 30, 2018 | |
Goodwill [Roll Forward] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 77,590 | $ 19,161 | $ 22,837 |
Finite-Lived Intangible Assets, Gross | 100,057 | 37,081 | 38,044 |
Finite-Lived Intangible Assets, Accumulated Amortization | 22,467 | 17,920 | (15,207) |
Finite-Lived Intangible Assets, Net | 18,098 | 22,837 | |
Goodwill, balance at beginning of year | 6,566 | 8,640 | 8,576 |
Acquisitions of assets from franchisees | 3,658 | 370 | 1,846 |
Disposals and foreign currency changes, net | (444) | (5,042) | (641) |
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 353 | 109 |
Impairments | (134,301) | (6,566) | (8,640) |
Goodwill reclassified to assets held for sale, gross | 0 | 0 | (1,032) |
Goodwill, Transfers | 0 | 2,951 | 0 |
Goodwill, balance at end of year | 6,566 | 8,640 | |
Acquired Customer Lists [Member] | |||
Goodwill [Roll Forward] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 0 | $ 1,632 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | 5 years | |
Finite-Lived Intangible Assets, Gross | $ 1,027 | $ 3,187 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,027 | 1,555 | |
Trade Names [Member] | |||
Goodwill [Roll Forward] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 56 | $ 259 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | 3 years | |
Finite-Lived Intangible Assets, Gross | $ 108 | $ 431 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 52 | 172 | |
Customer lists | |||
Goodwill [Roll Forward] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 1,779 | $ 727 | $ 415 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | 4 years | 4 years |
Finite-Lived Intangible Assets, Gross | $ 3,311 | $ 2,015 | $ 1,842 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,532 | $ 1,288 | 1,427 |
Reacquired Rights [Member] | |||
Goodwill [Roll Forward] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 8,573 | $ 43 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | 2 years | 2 years |
Finite-Lived Intangible Assets, Gross | $ 9,000 | $ 1,660 | $ 1,436 |
Finite-Lived Intangible Assets, Accumulated Amortization | (427) | 1,380 | 1,393 |
Franchise Rights [Member] | |||
Goodwill [Roll Forward] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 20,852 | $ 280 | $ 20,392 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | 9 years | 9 years |
Finite-Lived Intangible Assets, Gross | $ 37,263 | $ 32,271 | $ 30,907 |
Finite-Lived Intangible Assets, Accumulated Amortization | 16,411 | 14,173 | 10,515 |
Buddy's Partners Asset Acquisition [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions of assets from franchisees | $ 7,217 | 0 | 0 |
Buddy's Partners Asset Acquisition [Member] | Franchise Rights [Member] | |||
Goodwill [Roll Forward] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | ||
A-Team Leasing Asset Acquisition [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions of assets from franchisees | $ 6,287 | 0 | 0 |
A-Team Leasing Asset Acquisition [Member] | Franchise Rights [Member] | |||
Goodwill [Roll Forward] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||
Sears Outlet [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions of assets from franchisees | $ 31,028 | 0 | 0 |
Vitamin Shoppe [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions of assets from franchisees | 4,951 | 0 | 0 |
Buddy's [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions of assets from franchisees | $ 75,038 | $ 0 | $ 0 |
Buddy's [Member] | Franchise Rights [Member] | |||
Goodwill [Roll Forward] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
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 | Apr. 30, 2019 | Apr. 30, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 100,057 | $ 37,081 | $ 38,044 |
Accumulated amortization | (22,467) | (17,920) | 15,207 |
Net carrying amount | $ 77,590 | 19,161 | 22,837 |
Finite-Lived Intangible Assets, Net | $ 18,098 | $ 22,837 | |
Customer Lists acquired from unrelated third parties [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 5 years | ||
Gross carrying amount | $ 1,027 | ||
Accumulated amortization | (1,027) | ||
Net carrying amount | $ 0 | ||
Tradename [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 3 years | ||
Gross carrying amount | $ 23,534 | ||
Accumulated amortization | (72) | ||
Net carrying amount | $ 23,462 | ||
Customer Contracts [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 6 years | ||
Gross carrying amount | $ 12,736 | ||
Accumulated amortization | (886) | ||
Net carrying amount | $ 11,850 | ||
Acquired Customer Lists [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 5 years | 5 years | |
Gross carrying amount | $ 1,027 | $ 3,187 | |
Accumulated amortization | (1,027) | (1,555) | |
Net carrying amount | $ 0 | $ 1,632 | |
Noncompete Agreements [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 10 years | 2 years | |
Gross carrying amount | $ 10,609 | $ 241 | |
Accumulated amortization | 486 | 145 | |
Net carrying amount | $ 10,123 | $ 96 | |
Reacquired Rights [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 6 years | 2 years | 2 years |
Gross carrying amount | $ 9,000 | $ 1,660 | $ 1,436 |
Accumulated amortization | 427 | $ (1,380) | (1,393) |
Net carrying amount | $ 8,573 | $ 43 | |
Customer lists | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 4 years | 4 years | 4 years |
Gross carrying amount | $ 3,311 | $ 2,015 | $ 1,842 |
Accumulated amortization | (1,532) | (1,288) | (1,427) |
Net carrying amount | $ 1,779 | $ 727 | $ 415 |
Reacquired Franchise Rights [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 2 years | ||
Gross carrying amount | $ 2,577 | ||
Accumulated amortization | (1,626) | ||
Net carrying amount | $ 951 | ||
Franchise Rights [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 9 years | 9 years | 9 years |
Gross carrying amount | $ 37,263 | $ 32,271 | $ 30,907 |
Accumulated amortization | (16,411) | (14,173) | (10,515) |
Net carrying amount | 20,852 | $ 280 | $ 20,392 |
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 |
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. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Tangible Asset Impairment Charges | $ 400 | $ 100 | ||
Purchase price of assets acquired from franchisees, not held for sale | 600 | $ 300 | ||
Goodwill, Transfers | 0 | $ 2,951 | 0 | |
Goodwill and Intangible Assets Acquired | 6,261 | 632 | 236 | |
Reacquired rights | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Purchase price of assets acquired from franchisees, not held for sale | 1,506 | 143 | 65 | |
Goodwill | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Purchase price of assets acquired from franchisees, not held for sale | 1,097 | 119 | 52 | |
Goodwill, Transfers | $ 3,658 | $ 370 | $ 119 |
- Annual Amortization Expenses
- Annual Amortization Expenses for the Next Five Years (Details) $ in Thousands | Dec. 28, 2019USD ($) |
Estimated amortization expense for next five years | |
2014 | $ 9,190 |
2015 | 8,831 |
2016 | 8,140 |
2017 | 7,308 |
2018 | 6,200 |
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | 14,821 |
Total estimated amortization expense | $ 54,490 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Narratives (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, Impairment Loss | $ 400 | $ 100 | |||
Finite-lived Intangible Assets Acquired | 600 | 300 | |||
Tangible Asset Impairment Charges | 400 | $ 100 | |||
Amortization of Intangible Assets | 4,800 | $ 5,200 | $ 5,700 | ||
Property, Plant and Equipment, Net | 150,147 | $ 32,676 | 38,636 | ||
Finite-Lived Intangible Assets, Gross | $ 100,057 | $ 37,081 | $ 38,044 | ||
Trade Names [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period | 3 years | 3 years | |||
Finite-Lived Intangible Assets, Gross | $ 108 | $ 431 | |||
Customer lists | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period | 4 years | 4 years | 4 years | ||
Finite-Lived Intangible Assets, Gross | $ 3,311 | $ 2,015 | $ 1,842 | ||
Vitamin Shoppe [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived Intangible Assets Acquired | $ 12,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | May 01, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Deferred Revenue balance at the beginning of period prior to adopting 606 | $ 8,654 | $ 5,667 | |||
Increase (Decrease) in Notes Receivables | $ 1,700 | ||||
Financing Receivable, before Allowance for Credit Loss | 57,495 | 28,542 | $ 30,849 | ||
Revenues | 149,510 | $ 16,647 | 132,546 | 174,872 | |
Lease Income | 23,636 | $ 0 | 0 | 0 | |
Deferred Revenue | 10,519 | 8,654 | 5,667 | ||
Deferred Revenue, Increase, cumulative effect of adopting Topic 606 | $ 6,900 | 0 | 1,959 | ||
ASC 606 deferred franchise and AD fees adoption | 0 | 6,940 | |||
Recognition of Deferred Revenue | (3,308) | (5,912) | |||
Deferred Revenue, Additions | 5,173 | 0 | |||
Deferral Revenue at the end of the period, with adoption of 606 | $ 10,519 | 8,654 | |||
Franchise [Member] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenues | 2,766 | 1,793 | |||
Area Developer [Member] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenues | 3,146 | 2,751 | |||
Royalties and Advertising [Member] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenues | 63,716 | 68,559 | |||
Financial Service [Member] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenues | 33,478 | 47,225 | |||
Interest [Member] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenues | 8,189 | 9,895 | |||
Assisted Tax Preparation [Member] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenues | 14,611 | 26,645 | |||
Electronic Filing [Member] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenues | 2,675 | 10,772 | |||
Other Income [Member] | |||||
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 | $ 132,546 | $ 174,872 |
Revenue Performance Obligations
Revenue Performance Obligations (Details) $ in Thousands | Dec. 28, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 5,704 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 1,991 |
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 | 1,205 |
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 | 698 |
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 | 401 |
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 | 520 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 10,519 |
Revenue Disaggregation of Reve
Revenue Disaggregation of Revenue (Details) - USD ($) $ in Thousands | May 01, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 |
Disaggregation of Revenue [Line Items] | |||||
Increase (Decrease) in Notes Receivables | $ 1,700 | ||||
Financing Receivable, before Allowance for Credit Loss | $ 57,495 | $ 28,542 | $ 30,849 | ||
Revenues | 149,510 | $ 16,647 | 132,546 | 174,872 | |
Lease Income | 23,636 | 0 | 0 | 0 | |
Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,146 | 2,751 | |||
Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 8,189 | 9,895 | |||
Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 132,546 | 174,872 | |||
Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 96,139 | 0 | 0 | 0 | |
Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 63,716 | 68,559 | |||
Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 14,611 | 26,645 | |||
Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 29,735 | 16,647 | 132,546 | 174,872 | |
Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,766 | 1,793 | |||
Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 33,478 | 47,225 | |||
Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,675 | 10,772 | |||
Vitamin Shoppe [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 30,574 | 0 | 0 | ||
Lease Income | 0 | ||||
Vitamin Shoppe [Member] | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 30,574 | ||||
Vitamin Shoppe [Member] | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 30,574 | ||||
Vitamin Shoppe [Member] | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Shipping and Handling [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Vitamin Shoppe [Member] | Warranty [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 68,230 | 0 | 0 | ||
Lease Income | 0 | ||||
Sears Outlet [Member] | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 64,067 | ||||
Sears Outlet [Member] | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 267 | ||||
Sears Outlet [Member] | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,896 | ||||
Sears Outlet [Member] | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 64,067 | ||||
Sears Outlet [Member] | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Shipping and Handling [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,163 | ||||
Sears Outlet [Member] | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Sears Outlet [Member] | Warranty [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Liberty Tax [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 14,984 | 16,647 | 132,546 | 174,872 | |
Liberty Tax [Member] | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Liberty Tax [Member] | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,447 | 2,175 | |||
Liberty Tax [Member] | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,950 | 4,462 | |||
Liberty Tax [Member] | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Liberty Tax [Member] | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,515 | 1,243 | |||
Lease Income | 0 | 0 | |||
Liberty Tax [Member] | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Liberty Tax [Member] | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,211 | 3,203 | |||
Liberty Tax [Member] | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,144 | 3,079 | |||
Liberty Tax [Member] | Shipping and Handling [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | |||
Liberty Tax [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 14,984 | 16,647 | |||
Lease Income | 0 | 0 | |||
Liberty Tax [Member] | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 922 | 1,508 | |||
Liberty Tax [Member] | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 676 | 1,209 | |||
Liberty Tax [Member] | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 119 | (232) | |||
Liberty Tax [Member] | Warranty [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | $ 0 | |||
Buddy's [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 35,722 | $ 0 | $ 0 | ||
Lease Income | 23,636 | ||||
Buddy's [Member] | Retail [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,498 | ||||
Buddy's [Member] | Area Developer [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Buddy's [Member] | Interest [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Buddy's [Member] | Membership [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,937 | ||||
Buddy's [Member] | Service, Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,449 | ||||
Buddy's [Member] | Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,498 | ||||
Buddy's [Member] | Royalties and Advertising [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 4,042 | ||||
Buddy's [Member] | Assisted Tax Preparation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Buddy's [Member] | Shipping and Handling [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Buddy's [Member] | Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 10,588 | ||||
Buddy's [Member] | Franchise [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 160 | ||||
Buddy's [Member] | Financial Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Buddy's [Member] | Electronic Filing [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | ||||
Buddy's [Member] | Warranty [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 0 |
Revenue Contract with Customer,
Revenue Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 28, 2019 | Apr. 30, 2019 | May 01, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred Revenue balance at the beginning of period prior to adopting 606 | $ 8,654 | $ 5,667 | |
ASC 606 deferred franchise and AD fees adoption | 0 | 6,940 | |
Recognition of Deferred Revenue | (3,308) | (5,912) | |
Deferred Revenue, Additions | 5,173 | 0 | |
Deferred Revenue, Increase, cumulative effect of adopting Topic 606 | 0 | 1,959 | $ 6,900 |
Deferral Revenue at the end of the period, with adoption of 606 | $ 10,519 | $ 8,654 |
Leases (Details)
Leases (Details) $ in Thousands | 8 Months Ended |
Dec. 28, 2019USD ($) | |
Operating Lease, Weighted Average Remaining Lease Term | 5 years |
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | $ 503,164 |
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 157,739 |
Operating Lease, Expense | 16,587 |
Short-term Lease, Cost | 4,789 |
Variable Lease, Cost | 2,933 |
Sublease Income | 2,163 |
Operating Lease, Cost | 22,146 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 142,479 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 117,611 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 90,715 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 60,883 |
Lessee, Operating Lease, Liability, Payments, Thereafter | 99,861 |
Lessee, Operating Lease, Liability, Payments, Due | 669,288 |
Operating Lease Payments, less interest | 167,301 |
Operating Lease, Liability | 501,987 |
Operating Lease, Payments | $ 15,318 |
Operating Lease, Weighted Average Discount Rate, Percent | 11.40% |
Long-Term Obligations (Details)
Long-Term Obligations (Details) | Dec. 16, 2019USD ($) | Oct. 23, 2019USD ($) | Oct. 02, 2019USD ($) | Aug. 23, 2019USD ($)store | May 16, 2019USD ($) | Dec. 28, 2019USD ($)$ / shares | Oct. 31, 2019 | Sep. 30, 2019store | Jul. 10, 2019 | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | $ 245,236,000 | ||||||||||
Long-term Debt and Lease Obligation, Including Current Maturities | $ 463,620,000 | $ 15,048,000 | $ 20,383,000 | ||||||||
Secured Long-term Debt, Noncurrent | $ 70,000,000 | ||||||||||
Consolidated Excess Cash Flow, Percentage | 75.00% | ||||||||||
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement | 25,000,000 | ||||||||||
Credit Agreement, Wholly Owned Subsidiary | $ 0 | ||||||||||
Interest Rate Margin | 0.00% | ||||||||||
Credit Agreement, Installment Payments | $ 1,025,000 | ||||||||||
Minimum Consolidated Liquidity | $ 1,000,000 | ||||||||||
Event of Default, Interest Penalty | 2.00% | ||||||||||
Number of Real Estate Properties | store | 41 | 21 | |||||||||
Days to Have Zero Debt | 45 | ||||||||||
Debt Instrument, Subordinated Note | $ 10,000,000 | ||||||||||
Fronting Fee, Rate | 0.125% | ||||||||||
Outstanding Obligations, Maximum Capacity | $ 12,500,000 | ||||||||||
Outstanding Obligations, Amount Due | 0 | ||||||||||
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 | ||||||||||
Current Installments of Long-Term Obligation | 218,384,000 | 13,108,000 | 18,113,000 | ||||||||
Long-term Debt, Excluding Current Maturities | $ (245,236,000) | (1,940,000) | (2,270,000) | ||||||||
Applicable Interest Rate, low [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable Interest Rate Margin | 0.03 | ||||||||||
Applicable Interest Rate Margin, high [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable Interest Rate Margin | 0.04 | ||||||||||
Applicable Interest Rate Margin, ABR Loans, low [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable Interest Rate Margin | 0.02 | ||||||||||
Applicable Interest Rate Margin, ABR Loans, high [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable Interest Rate Margin | 0.03 | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | $ 129,260,000 | 0 | 0 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 170,000,000 | ||||||||||
Credit Facility, Unused Fee Rate, high [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit Facility, Unused Fee Rate | 0.50% | ||||||||||
LIBOR Floor Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate Margin | 1.50% | ||||||||||
ABR Loan Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate Margin | 7.00% | ||||||||||
ABR Loan Base Rate Floor [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate Margin | 2.50% | ||||||||||
Interest Paid in Kind [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate Margin | 2.00% | ||||||||||
Credit Facility, Unused Fee Rate, low [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit Facility, Unused Fee Rate | 0.25% | ||||||||||
Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | $ 268,660,000 | 11,958,000 | 14,855,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 21,200,000 | ||||||||||
Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | $ 60,439,000 | 0 | 0 | ||||||||
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 | 1,661,000 | 1,178,000 | 3,490,000 | ||||||||
Other Debt Instrument [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | 1,825,000 | 1,912,000 | 2,038,000 | ||||||||
Finance Lease Liability [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | $ 1,775,000 | $ 0 | $ 0 | ||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | 4,250,000 | ||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 12,500,000 | ||||||||||
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent | 3.00% | ||||||||||
Line of Credit [Member] | Vitamin Shoppe Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 9.00% | ||||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 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 | ||||||||||
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 | |||||||||
Debt Instrument, Dividends Permitted, Maximum Amount of Dividend or Distribution as Percentage of Consolidated EBITDA of Related Segment | 25.00% | ||||||||||
Debt Instrument, Dividends Permitted, Maximum Amount of Dividends or Other Distributions | $ 1,000,000 | ||||||||||
Line of Credit [Member] | Liberty Tax Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | 2.75% | |||||||||
Line of Credit [Member] | Liberty Tax Credit Agreement [Member] | Alternate Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 1.75% | |||||||||
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 | ||||||||||
Debt Instrument, Periodic Payment | $ 2,500,000 | ||||||||||
Consolidated Excess Cash Flow, Percentage | 60.00% | 75.00% | |||||||||
Debt Instrument, Repayment, Exit Fee, Percentage | 1.00% | ||||||||||
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent | 2.00% | ||||||||||
Line of Credit [Member] | Sears Outlet Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.50% | ||||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.50% | ||||||||||
Line of Credit [Member] | Sears Outlet Credit Agreement [Member] | Alternate Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ||||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 2.50% | ||||||||||
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 | ||||||||||
Debt Instrument, Periodic Payment | $ 287,500 | ||||||||||
A-Team Leasing Asset Acquisition [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of Real Estate Properties | store | 41 | ||||||||||
Debt Prepayment Penalty, From First Anniversary Through Second Anniversary of Closing Date [Member] | Line of Credit [Member] | Buddy's Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Prepayment Penalty, Percent | 3.00% | ||||||||||
Debt Prepayment Penalty, From Second Anniversary Through Third Anniversary of Closing Date [Member] | Line of Credit [Member] | Buddy's Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Prepayment Penalty, Percent | 2.00% | ||||||||||
Debt Prepayment Penalty, From Third Anniversary Through Fourth Anniversary of Closing Date [Member] | Line of Credit [Member] | Buddy's Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Prepayment Penalty, Percent | 1.00% |
Debt - Debt (Details)
Debt - Debt (Details) - USD ($) | 8 Months Ended | ||
Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Credit facility | |||
Total long-term Debt | $ 245,236,000 | ||
Long-term Debt and Capital Lease Obligations, Current | 218,384,000 | $ 13,108,000 | $ 18,113,000 |
Total long-term debt, less current installments | 245,236,000 | 1,940,000 | 2,270,000 |
Revolving Credit Facility | |||
Credit facility | |||
Line of Credit Facility, Maximum Borrowing Capacity | 170,000,000 | ||
Outstanding Borrowings | 0 | ||
Total long-term Debt | 129,260,000 | 0 | 0 |
Line of credit facility, increased availability | 50,000,000 | ||
Term loan | |||
Credit facility | |||
Line of Credit Facility, Maximum Borrowing Capacity | 21,200,000 | ||
Total long-term Debt | 268,660,000 | 11,958,000 | 14,855,000 |
Other Debt Instrument [Member] | |||
Credit facility | |||
Total long-term Debt | $ 1,825,000 | $ 1,912,000 | $ 2,038,000 |
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Line of Credit [Member] | |||
Credit facility | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Line of Credit [Member] | |||
Credit facility | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
Debt - Debt Phantoms (Details)
Debt - Debt Phantoms (Details) | Dec. 28, 2019USD ($) |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Outstanding Borrowings | $ 0 |
Debt - Aggregate Maturities of
Debt - Aggregate Maturities of Long-term Debt (Details) $ in Thousands | Dec. 28, 2019USD ($) |
Debt Disclosure [Abstract] | |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 30,398 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 49,241 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 81,905 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 82,587 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 160 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 945 |
Total long-term Debt | $ 245,236 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 8 Months Ended |
Dec. 28, 2019USD ($) | |
Term loan | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 21,200,000 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | 170,000,000 |
Line of credit facility, increased availability | 50,000,000 |
Outstanding Borrowings | $ 0 |
Maximum | Line of Credit [Member] | LIBOR | |
Debt Instrument [Line Items] | |
DebtInstrumentBasisSpreadOnVariableRate1 | 2.25% |
Weighted Average [Member] | Line of Credit [Member] | LIBOR | |
Debt Instrument [Line Items] | |
DebtInstrumentBasisSpreadOnVariableRate1 | 5.11% |
Minimum | Line of Credit [Member] | LIBOR | |
Debt Instrument [Line Items] | |
DebtInstrumentBasisSpreadOnVariableRate1 | 1.50% |
Stockholders' Equity - Componen
Stockholders' Equity - Components of Accumulated Other Comprehensive Income (loss) (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2016 | |
Ownership Interest | 65.60% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 34.40% | ||||
Foreign currency adjustment | $ (1,381) | $ (1,496) | $ (1,908) | ||
Accumulated other comprehensive income, net of tax | $ 1,538 | 1,347 | $ 1,910 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Interest Rate Swap | $ (42) | $ (2) | $ 34 |
Stockholders' Equity - Computat
Stockholders' Equity - Computation of Basic and Diluted Net Income per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Numerator: | ||||
Net income | $ (104,466) | $ (43,053) | $ (2,156) | $ 135 |
Allocation of undistributed earnings for basic computation | $ (43,053) | $ (2,156) | $ 125 | |
Earnings Per Share, Basic and Diluted | $ (4.11) | $ (3.17) | $ (0.16) | $ 0.01 |
Numerator: | ||||
Allocation of undistributed earnings for basic computation | $ (43,053) | $ (2,156) | $ 125 | |
Weighted Average Number of Shares Outstanding, Basic | 13,602,774 | 13,800,884 | 12,928,762 | |
Denominator: | ||||
Weighted Average Number of Shares Outstanding, Diluted | 16,669,065 | 13,602,774 | 13,800,884 | 13,977,748 |
Earnings Per Share, Diluted | $ (4.11) | $ (3.17) | $ (0.16) | $ 0.01 |
Class A common stock | ||||
Numerator: | ||||
Net income | $ 133 | $ (2,156) | ||
Undistributed Earnings Allocated to Participating Securities Class A Preferred Stock | (10) | |||
Allocation of undistributed earnings for basic computation | $ (68,427) | $ 123 | $ (2,156) | |
Earnings Per Share, Basic and Diluted | $ (4.11) | $ 0.01 | $ (0.16) | |
Numerator: | ||||
Allocation of undistributed earnings for basic computation | $ (68,427) | $ 123 | $ (2,156) | |
Reallocation of undistributed earnings as a result of assumed conversion of: Class B common stock to Class A common stock | 2 | |||
Amount of Dilutive Securities Exchangeable Shares | 10 | |||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 135 | |||
Weighted Average Number of Shares Outstanding, Basic | 16,669,065 | 12,728,762 | 13,800,884 | |
Denominator: | ||||
Weighted-average effect of dilutive securities add the conversion of exercise of: Class B common stock to Class A common stock (in shares) | 200,000 | |||
Weighted-average effect of dilutive securities add the conversion of exercise of: exchangeable shares to Class A common stock (in shares) | 1,000,000 | |||
Weighted-average effect of dilutive securities add the conversion of exercise of employee stock options (in shares) | 48,986 | |||
Weighted Average Number of Shares Outstanding, Diluted | 13,977,748 | |||
Earnings Per Share, Diluted | $ 0.01 | |||
Class B common stock | ||||
Numerator: | ||||
Net income | $ 2 | |||
Undistributed Earnings Allocated to Participating Securities Class A Preferred Stock | 0 | |||
Allocation of undistributed earnings for basic computation | $ 2 | |||
Earnings Per Share, Basic and Diluted | $ 0.01 | |||
Numerator: | ||||
Allocation of undistributed earnings for basic computation | $ 2 | |||
Reallocation of undistributed earnings as a result of assumed conversion of: Class B common stock to Class A common stock | 0 | |||
Amount of Dilutive Securities Exchangeable Shares | 0 | |||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 2 | |||
Weighted Average Number of Shares Outstanding, Basic | 200,000 | |||
Denominator: | ||||
Weighted-average effect of dilutive securities add the conversion of exercise of: Class B common stock to Class A common stock (in shares) | 0 | |||
Weighted-average effect of dilutive securities add the conversion of exercise of: exchangeable shares to Class A common stock (in shares) | 0 | |||
Weighted-average effect of dilutive securities add the conversion of exercise of employee stock options (in shares) | 703 | |||
Weighted Average Number of Shares Outstanding, Diluted | 200,703 | |||
Earnings Per Share, Diluted | $ 0.01 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narratives (Details) - USD ($) | Nov. 13, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2018 | Oct. 23, 2019 | Aug. 01, 2019 | Jul. 10, 2019 | Apr. 30, 2019 |
Preferred stock and exchangeable shares | ||||||||
Preferred stock, shares authorized (in shares) | 20,000,000 | |||||||
Common stock | ||||||||
Common stock, shares authorized (in shares) | 180,000,000 | |||||||
Impact of shares of common stock from the exercise of options excluded from computation of diluted net income per share because the effect would be antidilutive | 206,899 | 524,649 | 1,213,252 | |||||
Share Price | $ 12 | |||||||
Authorized Shares, Total | 200,000,000 | |||||||
Special Voting Preferred | 10 | |||||||
Class A Common stock | 1,000,000 | |||||||
Class A common stock | ||||||||
Preferred stock and exchangeable shares | ||||||||
Common stock, shares issued (in shares) | 18,254,225 | 12,823,020 | 14,048,528 | |||||
Common stock | ||||||||
Common stock, shares authorized (in shares) | 180,000,000 | 21,200,000 | 22,000,000 | |||||
Par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Class B common stock | ||||||||
Preferred stock and exchangeable shares | ||||||||
Common stock, shares issued (in shares) | 0 | 200,000 | 0 | |||||
Common stock | ||||||||
Common stock, shares authorized (in shares) | 0 | 1,000,000 | 0 | |||||
Par value (in dollars per share) | $ 0.01 | |||||||
Special voting preferred stock | ||||||||
Preferred stock and exchangeable shares | ||||||||
Preferred stock, shares authorized (in shares) | 0 | 10 | 0 | |||||
Par value (in dollars per share) | $ 0 | $ 0.01 | $ 0 | |||||
Preferred stock, shares issued (in shares) | 0 | 10 | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 10 | 0 | |||||
Exchangeable shares | ||||||||
Preferred stock and exchangeable shares | ||||||||
Common stock, shares issued (in shares) | 0 | 1,000,000 | 0 | |||||
Common stock | ||||||||
Par value (in dollars per share) | $ 0.01 | |||||||
Sears Outlet [Member] | ||||||||
Stockholders' equity | ||||||||
Common Stock, Value, Subscriptions | $ 40,000,000 | |||||||
Common stock | ||||||||
Common Stock, Shares Subscribed but Unissued | 3,333,333.33 | |||||||
Share Price | $ 12 | |||||||
Buddy's Home Furnishings Stores [Member] | ||||||||
Stockholders' equity | ||||||||
Common Stock, Value, Subscriptions | $ 25,000,000 | |||||||
Common stock | ||||||||
Share Price | $ 12 | $ 12 | ||||||
Buddy's Home Furnishings Stores [Member] | Preferred Stock [Member] | ||||||||
Common stock | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,616,667 | |||||||
Buddy's Partners Asset Acquisition [Member] | Preferred Stock [Member] | ||||||||
Common stock | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 270,000 | |||||||
Buddy's Home Furnishings Stores [Member] | ||||||||
Stockholders' equity | ||||||||
Common Stock, Value, Subscriptions | $ 25,000,000 | |||||||
Common stock | ||||||||
Common Stock, Shares Subscribed but Unissued | 2,083,333.33 | |||||||
Share Price | $ 12 | |||||||
Vitamin Shoppe [Member] | ||||||||
Stockholders' equity | ||||||||
Common Stock, Value, Subscriptions | $ 31,000,000 | |||||||
Common stock | ||||||||
Common Stock, Shares Subscribed but Unissued | 2,438,748 | |||||||
Share Price | $ 12 | |||||||
Purchase Price, Maximum [Member] | Buddy's Home Furnishings Stores [Member] | ||||||||
Stockholders' equity | ||||||||
Common Stock, Value, Subscriptions | $ 40,000,000 | |||||||
Subsequent Event [Member] | Buddy's Home Furnishings Stores [Member] | ||||||||
Common stock | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,935,738 | |||||||
Sale of Stock, Consideration Received on Transaction | $ 47,200,000 | |||||||
Subscription Arrangement [Member] | Vitamin Shoppe [Member] | ||||||||
Common stock | ||||||||
Share Price | $ 25.90 |
Stock Compensation Plan (Detail
Stock Compensation Plan (Details) - USD ($) $ / shares in Units, number in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | |
Stock compensation plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Restricted Stock Minimum | 0.00% | ||||
Nonvested stock option activity, Nonvested options | |||||
Canceled (in shares) | (152,905) | (225,226) | (120,069) | ||
Nonvested stock option activity, Weighted average exercise price | |||||
Canceled (in dollars per share) | $ 10,550 | $ 14,220 | $ 20,730 | ||
Total intrinsic value of options exercised | $ 0.3 | $ 0.1 | $ 100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 6,400,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Restricted Stock Maximum | 0.00% | ||||
Minimum | |||||
Stock compensation plan | |||||
Exercise period after the vesting date | 4 years | ||||
Maximum | |||||
Stock compensation plan | |||||
Vesting period | 3 years | ||||
Exercise period after the vesting date | 5 years | ||||
Nonvested Stock Option [Member] | |||||
Nonvested stock option activity, Weighted average exercise price | |||||
Unrecognized compensation costs | $ 400,000 | ||||
Stock Option Plan [Member] | |||||
Stock option activity, Number of options | |||||
Outstanding at the start of the period (in shares) | 796,244 | 472,503 | 472,503 | 1,387,331 | |
Granted (in shares) | 88,340 | 704,514 | 272,502 | ||
Exercised (in shares) | (207,802) | (14,069) | (9,000) | ||
Canceled (in shares) | (216,497) | (366,704) | (1,178,330) | ||
Outstanding at the end of the period (in shares) | 460,285 | 796,244 | 472,503 | 1,387,331 | |
Stock option activity, Weighted average exercise price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 10,880 | $ 17,410 | $ 18,020 | ||
Granted (in dollars per share) | 11.93 | $ 10,200 | 13,250 | ||
Exercised (in dollars per share) | 10.60 | 10,900 | 10,510 | ||
Canceled (in dollars per share) | 12.87 | 17,990 | 17,220 | ||
Outstanding at the end of the period (in dollars per share) | 10,280 | $ 10,880 | 17,410 | ||
Stock Option | |||||
Information for options granted | |||||
Weighted-average fair value of options granted (in dollars per share) | $ 4.66 | $ 2.18 | $ 3.16 | ||
Stock option activity, Number of options | |||||
Outstanding at the end of the period (in shares) | 460,285 | ||||
Nonvested stock option activity, Nonvested options | |||||
Outstanding at the beginning of the period (in shares) | 654,514 | 267,433 | 678,118 | ||
Granted (in shares) | 88,340 | 704,514 | 272,502 | ||
Vested (in shares) | (374,942) | (92,207) | (563,118) | ||
Outstanding at the end of the period (in shares) | 215,007 | 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 | $ 14,270 | $ 15.88 | ||
Granted (in dollars per share) | 11,930 | $ 10,200 | 13,250 | ||
Vested (in dollars per share) | 10,770 | $ 9,490 | 14,610 | ||
Outstanding at the end of the period (in dollars per share) | $ 10,110 | $ 10,350 | $ 14,270 | ||
Restricted Stock Units | |||||
Nonvested stock option activity, Weighted average exercise price | |||||
Unrecognized compensation costs | $ 2,400,000 | ||||
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 |
Stock Compensation Plan (Deta_2
Stock Compensation Plan (Details 2) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.3 | $ 0.1 | $ 100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 6,400,000 | |||
Minimum | ||||
Stock options outstanding and exercisable | ||||
Share Based Compensation Arrangement by Share Based Payment Award Exercise Period | 4 years | |||
Maximum | ||||
Stock options outstanding and exercisable | ||||
Vesting period | 3 years | |||
Share Based Compensation Arrangement by Share Based Payment Award Exercise Period | 5 years | |||
Stock Option | ||||
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 460,285 | |||
Weighted average exercise price (in dollars per share) | $ 10.28 | |||
Number of options exercisable | 245,278 | |||
Weighted average exercise price (in dollars per share) | $ 10.43 | |||
Range of exercise prices - $15.00 | Stock Option | ||||
Stock options outstanding and exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 220,285 | 240,000 | ||
Weighted average exercise price (in dollars per share) | $ 11.98 | $ 8.72 | ||
Weighted-average remaining contractual life (in years) | 4 years 3 months | 5 years | ||
Number of options exercisable | 131,945 | 113,333 | ||
Weighted average exercise price (in dollars per share) | $ 12.01 | $ 8.60 |
Stock Compensation Plan Restric
Stock Compensation Plan Restricted Stock (Details) - USD ($) $ / shares in Units, number in Thousands | 8 Months Ended | 12 Months Ended | ||||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2017 | Apr. 30, 2019 | Apr. 30, 2016 | Apr. 30, 2015 | |
Stock compensation plan | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 10,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Restricted Stock Minimum | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Restricted Stock Maximum | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 6,400,000 | |||||
Restricted Stock or Unit Expense | $ 0.3 | |||||
Restricted Stock Units | ||||||
Stock compensation plan | ||||||
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Granted in Period Weighted Average Exercise Price | $ 14,380 | $ 10,400 | $ 12.21 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 671,039,000 | 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 | $ 13,990 | $ 10,560 | $ 12.48 | $ 13.61 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 618,918,000 | 147,991,000 | 192,560,000 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Vested in Period | (80,549,000) | (28,029,000) | (187,364,000) | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Forfeited in Period | (36,122,000) | (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 | $ 13,470 | $ 13.04 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Forfeited in Period Weighted Average Exercise Price | $ 10,720 | $ 12,310 | $ 13.34 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Assets: | |||
Assets, Fair Value Disclosure | $ 11,563 | $ 29,816 | $ 36,390 |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Assets, Fair Value Disclosure | 4,253 | 15,772 | 12,056 |
Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Assets, Fair Value Disclosure | 0 | 0 | 57 |
Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Assets, Fair Value Disclosure | 7,310 | 14,044 | 24,277 |
Fair Value, Recurring [Member] | |||
Assets: | |||
Cash equivalents | 4,253 | 15,772 | 12,056 |
Debt Securities, Available-for-sale | 57 | ||
Assets, Fair Value Disclosure | 4,253 | 15,772 | 12,113 |
Contingent consideration included in obligations due former ADs, franchisees and others | 916 | 816 | 1,545 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 58 | 3 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 974 | 819 | 1,545 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Cash equivalents | 4,253 | 15,772 | 12,056 |
Debt Securities, Available-for-sale | 0 | ||
Assets, Fair Value Disclosure | 4,253 | 15,772 | 12,056 |
Contingent consideration included in obligations due former ADs, franchisees and others | 0 | 0 | 0 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Cash equivalents | 0 | 0 | 0 |
Debt Securities, Available-for-sale | 57 | ||
Assets, Fair Value Disclosure | 0 | 0 | 57 |
Contingent consideration included in obligations due former ADs, franchisees and others | 0 | 0 | 0 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 58 | 3 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 58 | 3 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Cash equivalents | 0 | 0 | 0 |
Debt Securities, Available-for-sale | 0 | ||
Assets, Fair Value Disclosure | 0 | 0 | 0 |
Contingent consideration included in obligations due former ADs, franchisees and others | 916 | 816 | 1,545 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 916 | 816 | 1,545 |
Fair Value, Nonrecurring [Member] | |||
Assets: | |||
Impaired accounts and notes receivable, net of unrecognized revenue | 7,310 | 12,707 | 15,223 |
Impaired goodwill | 178 | 109 | |
Impaired customer lists | 4 | ||
Impaired Fixed Assets, Fair Value | 39 | ||
Assets Held for Sale, net of impairment | 8,941 | ||
Assets, Fair Value Disclosure | 7,310 | 14,044 | 24,277 |
Impaired Online Software, Fair Value Disclosure | 1,120 | ||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Impaired accounts and notes receivable, net of unrecognized revenue | 0 | 0 | 0 |
Impaired goodwill | 0 | 0 | |
Impaired customer lists | 0 | ||
Impaired Fixed Assets, Fair Value | 0 | ||
Assets Held for Sale, net of impairment | 0 | ||
Assets, Fair Value Disclosure | 0 | 0 | 0 |
Impaired Online Software, Fair Value Disclosure | 0 | ||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Impaired accounts and notes receivable, net of unrecognized revenue | 0 | 0 | 0 |
Impaired goodwill | 0 | 0 | |
Impaired customer lists | 0 | ||
Impaired Fixed Assets, Fair Value | 0 | ||
Assets Held for Sale, net of impairment | 0 | ||
Assets, Fair Value Disclosure | 0 | 0 | 0 |
Impaired Online Software, Fair Value Disclosure | 0 | ||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Impaired accounts and notes receivable, net of unrecognized revenue | 7,310 | 12,707 | 15,223 |
Impaired goodwill | 178 | 109 | |
Impaired customer lists | 4 | ||
Impaired Fixed Assets, Fair Value | 39 | ||
Assets Held for Sale, net of impairment | 8,941 | ||
Assets, Fair Value Disclosure | $ 7,310 | 14,044 | $ 24,277 |
Impaired Online Software, Fair Value Disclosure | $ 1,120 |
Employee 401(k) Plan (Details)
Employee 401(k) Plan (Details) | 8 Months Ended | 12 Months Ended | |
Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Description | 319 | 498 | 509 |
Payment to Noncontrolling Holders [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Tax Receivable Agreement, Percentage of Tax Benefit | 40.00% | ||
Buddy's [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contribution as a percentage of each employee's contribution | 100.00% | ||
Buddy's [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100.00% | ||
Maximum percentage of the employee's salary up to which the employer matches its contribution | 0.00% | ||
Liberty Tax [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100.00% | ||
Requisite age of the employees eligible to make voluntary contributions to the plan | 18 years | ||
Requisite completion period of service of employees eligible to make voluntary contributions to the plan | 90 days | ||
Matching contribution as a percentage of each employee's contribution | 50.00% | ||
Maximum percentage of the employee's salary up to which the employer matches its contribution | 0.00% | ||
Vitamin Shoppe [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100.00% | ||
Matching contribution as a percentage of each employee's contribution | 100.00% | ||
Maximum percentage of the employee's salary up to which the employer matches its contribution | 0.00% | ||
Vitamin Shoppe [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Description | 42 | 0 | 0 |
Sears Outlet [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Description | 0 | 0 | 0 |
Liberty Tax [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Description | 214 | 498 | 509 |
Buddy's [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Description | 63 | 0 | 0 |
Vitamin Shoppe [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contribution as a percentage of each employee's contribution | 100.00% | ||
Buddy's [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contribution as a percentage of each employee's contribution | 50.00% | ||
Vitamin Shoppe [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum percentage of the employee's salary up to which the employer matches its contribution | 2.00% | ||
Buddy's [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contribution as a percentage of each employee's contribution | 2.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||
Current Federal Tax Expense (Benefit) | $ 0 | $ (2,400) | $ 4,895 | ||
Current State and Local Tax Expense (Benefit) | 56 | (648) | 1,097 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 22,521 | $ 317 | |||
Deferred Tax Asset, Interest Carryforward | 1,429 | 0 | |||
Deferred Tax Asset, State bonus depreciation | 3,179 | 0 | |||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 0 | 0 | $ 153 | ||
Current: | |||||
Federal | (105,599) | (60,965) | (859) | 7,599 | |
Foreign | (740) | 623 | 723 | ||
Current tax expense | (684) | (2,425) | 6,715 | ||
Deferred: | |||||
Federal | (3,982) | 545 | (2,125) | ||
Deferred State and Local Income Tax Expense (Benefit) | (5,857) | (29) | (69) | ||
Foreign | 78 | 70 | (175) | ||
Deferred tax expense (benefit) | (9,761) | 586 | (2,369) | ||
Income tax expense | |||||
Total income tax expense | (10,445) | (19,726) | (1,839) | 4,346 | |
Income before taxes | |||||
U.S. operations | (112,886) | (6,229) | 3,176 | ||
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (2,025) | 2,234 | 1,305 | ||
Income before income taxes | $ (114,911) | (3,995) | 4,481 | ||
Reconciliation of amounts computed by applying the U.S. federal income tax rate to pretax income from continuing operations | |||||
U.S. federal income tax rate (as a percent ) | 21.00% | ||||
Computed expected income tax expense | $ (24,131) | (839) | |||
Increase (decrease) in income taxes resulting from: | |||||
State income taxes, net of federal benefit | (5,801) | (677) | |||
Nondeductible expenses | 244 | 280 | |||
Stock compensation expense | (11) | 69 | |||
Foreign tax rate differential | (142) | 128 | |||
Remeasurement of deferreds | (478) | (1,189) | |||
Transition tax | 0 | 185 | |||
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Non-controlling interest in parent, Amount | 7,495 | 0 | |||
Valuation allowance | 11,417 | 0 | |||
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Return to provisions, Amount | 623 | 85 | |||
Other | 339 | 119 | |||
Total income tax expense | (10,445) | (19,726) | (1,839) | 4,346 | |
Deferred tax assets: | |||||
Unexercised nonqualified stock options | 0 | 237 | |||
Goodwill, intangible assets, and assets held for sale | 32 | 4,695 | |||
Allowance for doubtful accounts | 0 | 3,488 | |||
Deferred revenue | 0 | 2,184 | |||
Accounts payable and accrued expense | 6 | 602 | |||
Property, equipment and software (Canada) | 119 | 118 | |||
Unvested restricted stock units | 0 | 201 | |||
Unrealized gain/loss | 89 | 148 | |||
Total deferred tax assets | 27,375 | 11,990 | |||
Deferred Tax Assets, Valuation Allowance | 11,417 | 14 | |||
Deferred Tax Assets, Net of Valuation Allowance | 15,958 | 11,976 | |||
Deferred tax liabilities: | |||||
Property, equipment and software (U.S.) | 0 | (7,708) | |||
Deferred contingencies | (15,958) | 0 | |||
Other current assets | 0 | (529) | |||
Section 481 (a) adjustment - change in accounting method | 0 | (2,696) | |||
Intangible assets | 0 | (1,265) | |||
Total deferred tax liabilities | (15,958) | (12,198) | |||
Net deferred tax liability | 0 | (222) | |||
Uncertain tax position | 308 | 0 | 0 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Liability for uncertain tax positions, beginning of year | 153 | $ 153 | 0 | ||
Addition: increases related to current year positions | 308 | $ 0 | 0 | ||
Liability for uncertain tax positions, end of year | 461 | $ 153 | $ 153 | ||
Domestic Tax Authority [Member] | |||||
Current: | |||||
Federal | 93,500 | ||||
State and Local Jurisdiction [Member] | |||||
Current: | |||||
Federal | 45,800 | ||||
Foreign Tax Authority [Member] | |||||
Current: | |||||
Federal | 3,100 | ||||
UNITED STATES | |||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Effective Income Tax Reconciliation, Uncertain Tax Position | 300 | ||||
CANADA | |||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Liability for uncertain tax positions, end of year | $ 200 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 8 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 16, 2019 | Oct. 22, 2019 | |
Related party transactions | ||||
Related Party Transactions, Term of Agreement | 1 year | |||
Finite-lived Intangible Assets Acquired | $ 600,000 | $ 300,000 | ||
Related Party Transactions, Percent of Net Revenue Provided by Related Party | 50.00% | |||
Related Party Transactions, Initial Term of Chief Executive Officer | 3 years | |||
Equity Method Investment, Ownership Percentage | 59.70% | |||
Line of Credit Facility, Current Borrowing Capacity | $ 135,000,000 | |||
Equity, Amount used for acquisition | 70,000,000 | |||
Common Stock, Equity Commitment, Agreed Purchase Amount | $ 70,000,000 | |||
Ownership Interest | 65.60% | |||
Subordinated Note Commitment Fee Rate | 6.00% | |||
Commitments, Fair Value Disclosure | $ 36,000,000 | |||
agreement, monthly payment [Member] | ||||
Related party transactions | ||||
Retainage Deposit | 65,000 | |||
agreement, total payment [Member] [Member] | ||||
Related party transactions | ||||
Retainage Deposit | $ 455,000 | |||
Vintage RTO, L.P. ownership [Member] | ||||
Related party transactions | ||||
aggregate voting power | 43.00% | |||
American Freight [Member] | ||||
Related party transactions | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 675,000,000 | |||
Vitamin Shoppe Ownership [Member] | ||||
Related party transactions | ||||
Equity Method Investment, Ownership Percentage | 15.00% | |||
Business Acquisition, Share Price | $ 12 | |||
Buddy's Partners Asset Acquisition [Member] | ||||
Related party transactions | ||||
Business Acquisition, Number Of Common Stock Shares Acquired | 1,350,000 | |||
Acquisition, Shares, Preferred Stock Issued | 270,000 | |||
Closing Subscription Agreement [Member] | ||||
Related party transactions | ||||
Ownership Interest | 15.00% | |||
Closing Subscription Agreement [Member] | ||||
Related party transactions | ||||
Common Stock, Shares Subscribed but Unissued | 2,083,333.33 | |||
Common Stock, Value, Subscriptions | $ 25,000,000 | |||
Tender Offer [Member] | ||||
Related party transactions | ||||
Common Stock, Shares Subscribed but Unissued | 2,333,333.33 | 1,000,000 | ||
Common Stock, Value, Subscriptions | $ 28,000,000 | |||
Offer Value [Member] | ||||
Related party transactions | ||||
Common Stock, Value, Subscriptions | $ 12 | |||
Avril Subscription Agreement [Member] | ||||
Related party transactions | ||||
Common Stock, Shares Subscribed but Unissued | 75,469 | |||
Avril Agreement Value [Member] | ||||
Related party transactions | ||||
Common Stock, Value, Subscriptions | $ 1,000,009 | |||
Kaminsky Subscription Agreement [Member] | ||||
Related party transactions | ||||
Common Stock, Shares Subscribed but Unissued | 10,000 | |||
Kaminsky Subscription Agreement Value [Member] | ||||
Related party transactions | ||||
Common Stock, Value, Subscriptions | $ 132,930 | |||
Seeton Subscription Agreement [Member] | ||||
Related party transactions | ||||
Common Stock, Shares Subscribed but Unissued | 11,320 | |||
Seeton Subscription Agreement Value [Member] | ||||
Related party transactions | ||||
Common Stock, Value, Subscriptions | $ 150,000 | |||
Vitamin Shoppe Stock Issuance [Member] [Member] | ||||
Related party transactions | ||||
Common Stock, Shares Subscribed but Unissued | 39,620 | |||
Common Stock, Value, Subscriptions | $ 500,000 | |||
Equity Financing [Member] | ||||
Related party transactions | ||||
Common Stock, Shares Subscribed but Unissued | 123,529 | |||
Common Stock, Value, Subscriptions | $ 2,100,000 | |||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | ||||
Related party transactions | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 100,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 03, 2020 | Dec. 03, 2019 | Nov. 29, 2018 | Oct. 31, 2019 | Aug. 12, 2019 | Jul. 31, 2019 |
JTH Tax, Inc. and Siempre Tax LLC v. Gregory Aime, Aime Consulting, LLC, Aime Consulting, Inc. and Wolf Ventures, Inc. (Case No. 2:16-cv279) [Member] | ||||||
Commitments and contingencies | ||||||
Damages sought | $ 0.1 | |||||
Litigation Settlement, Amount Awarded from Other Party | $ 0.3 | |||||
Stockholders Class Action and Derivative Complaint [Member] | Offering to Non-Vintage and Non-B. Riley Stockholders [Member] | ||||||
Commitments and contingencies | ||||||
Sale of Stock, Price Per Share | $ 12 | |||||
Compliance Program loss contingency [Member] | ||||||
Commitments and contingencies | ||||||
Judgment reserve | $ 1 | |||||
Subsequent Event [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Commitments and contingencies | ||||||
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority | $ 3 | |||||
Income Tax Examination, Unfavorable Settlement, Installment Payment Period | 4 years | |||||
Payments for Legal Settlements | $ 1 | |||||
Forecast [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Commitments and contingencies | ||||||
Payments for Legal Settlements | $ 0.5 |
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 | Apr. 30, 2019 | Apr. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 149,510 | $ 16,647 | $ 132,546 | $ 174,872 |
Vitamin Shoppe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 30,574 | 0 | 0 | |
Sears Outlet [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 68,230 | 0 | 0 | |
Liberty Tax [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 14,984 | $ 16,647 | 132,546 | 174,872 |
Buddy's [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 35,722 | $ 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 | Apr. 30, 2019 | Apr. 30, 2018 | |
Segment Reporting Information [Line Items] | |||
Depreciation Amortization and Impairment | $ 32,401 | $ 14,084 | $ 14,416 |
Sears Outlet [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation Amortization and Impairment | 549 | 0 | 0 |
Vitamin Shoppe [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation Amortization and Impairment | 986 | 0 | 0 |
Liberty Tax [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation Amortization and Impairment | 28,501 | 14,084 | 14,416 |
Buddy's [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation Amortization and Impairment | $ 2,365 | $ 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 | Apr. 30, 2019 | Apr. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | $ (105,599) | $ (60,965) | $ (859) | $ 7,599 |
Overhead [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (7,133) | 0 | 0 | |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (98,466) | (859) | 7,599 | |
Operating Segments [Member] | Vitamin Shoppe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (13,509) | 0 | 0 | |
Operating Segments [Member] | Sears Outlet [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (18,539) | 0 | 0 | |
Operating Segments [Member] | Liberty Tax [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (69,590) | (859) | 7,599 | |
Operating Segments [Member] | Buddy's [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | $ 3,172 | $ 0 | $ 0 |
Segments Total Assets (Details)
Segments Total Assets (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Segment Reporting Information [Line Items] | |||
Assets | $ 1,298,545 | $ 160,001 | $ 178,003 |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 1,259,339 | 160,001 | 178,003 |
Operating Segments [Member] | Vitamin Shoppe [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 679,646 | 0 | 0 |
Operating Segments [Member] | Sears Outlet [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 267,176 | 0 | 0 |
Operating Segments [Member] | Liberty Tax [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 123,576 | 160,001 | 178,003 |
Operating Segments [Member] | Buddy's [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 188,941 | 0 | 0 |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 39,206 | $ 0 | $ 0 |
Segments Goodwill (Details)
Segments Goodwill (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 134,301 | $ 6,566 | $ 8,640 |
Vitamin Shoppe [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 4,951 | 0 | 0 |
Sears Outlet [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 31,028 | 0 | 0 |
Liberty Tax [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 9,780 | 6,566 | 8,640 |
Buddy's [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 88,542 | $ 0 | $ 0 |
Segments Narrative (Details)
Segments Narrative (Details) - 8 months ended Dec. 28, 2019 | segment | reporting_business_segment |
Segment Reporting [Abstract] | ||
Number of Reportable Segments | 4 | 4 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 01, 2020 | Mar. 12, 2020$ / shares | Feb. 07, 2020USD ($)$ / sharesshares | Dec. 28, 2019USD ($)$ / sharesshares | Dec. 29, 2018USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) | Feb. 14, 2020USD ($)shares | Jan. 03, 2020USD ($)$ / sharesshares | Sep. 30, 2019store | Aug. 23, 2019store |
Subsequent events | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 181,000 | ||||||||||
Cash dividend per share | 0.25 | $ 160 | $ 0.64 | ||||||||
Equity, Amount used for acquisition | 70,000,000 | ||||||||||
Goodwill | 134,301,000 | 6,566,000 | 8,640,000 | ||||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 10,564,000 | ||||||||||
Deferred Revenue | 10,519,000 | 8,654,000 | 5,667,000 | ||||||||
Long-term Debt, Current Maturities | (218,384,000) | (13,108,000) | (18,113,000) | ||||||||
Long-term Debt, Excluding Current Maturities | $ (245,236,000) | $ (1,940,000) | $ (2,270,000) | ||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.25 | $ 16,669,065 | |||||||||
Number of Real Estate Properties | store | 21 | 41 | |||||||||
American Freight [Member] | |||||||||||
Subsequent events | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 3,840,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 3,158,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 99,200,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,032,000 | ||||||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 91,236,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 70,200,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,607,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 617,057,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 17,457,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 44,696,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 12,619,000 | ||||||||||
Deferred Revenue | 14,527,000 | ||||||||||
Long-term Debt, Current Maturities | (3,210,000) | ||||||||||
Long-term Debt, Excluding Current Maturities | (93,975,000) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 11,398,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 260,171,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 356,886,000 | ||||||||||
Vitamin Shoppe [Member] | |||||||||||
Subsequent events | |||||||||||
Goodwill | 336,784,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 62,289,000 | ||||||||||
Vintage Subscription Agreement [Member] | |||||||||||
Subsequent events | |||||||||||
Common Stock, Shares Subscribed but Unissued | shares | 2,354,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | ||||||||||
Business Acquisition, Share Price | $ / shares | $ 12 | ||||||||||
Common Stock, Value, Subscriptions | $ 28,248,000 | ||||||||||
Equity, Amount used for acquisition | $ 70,000,000 | ||||||||||
Investors Shares Purchased [Member] | |||||||||||
Subsequent events | |||||||||||
Common Stock, Shares Subscribed but Unissued | shares | 3,877,965 | ||||||||||
Investors Stock Purchase Value [Member] | |||||||||||
Subsequent events | |||||||||||
Common Stock, Value, Subscriptions | $ 65,925,422 | ||||||||||
Fair Value Measured at Net Asset Value Per Share [Member] | |||||||||||
Subsequent events | |||||||||||
Business Acquisition, Share Price | $ / shares | $ 12 | ||||||||||
Private Placement Price Per Share [Member] | |||||||||||
Subsequent events | |||||||||||
Business Acquisition, Share Price | $ / shares | $ 23 | ||||||||||
Senior Notes [Member] | |||||||||||
Subsequent events | |||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 2.25% | ||||||||||
Line of Credit [Member] | |||||||||||
Subsequent events | |||||||||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 675,000,000 | ||||||||||
American Freight [Member] | |||||||||||
Subsequent events | |||||||||||
Common Stock, Shares, Issued | shares | 1,250,000 | ||||||||||
COVID-19 Event [Member] | |||||||||||
Subsequent events | |||||||||||
Reduction in Salary, Percentage | 50.00% | ||||||||||
Furloughed Workers, Health and Welfare benefits Paid, percentage | 100.00% | ||||||||||
Executive office salary reduction low [Member] | |||||||||||
Subsequent events | |||||||||||
Reduction in Salary, Percentage | 30.00% | ||||||||||
Executive office salary reduction high [Member] | |||||||||||
Subsequent events | |||||||||||
Reduction in Salary, Percentage | 40.00% | ||||||||||
Board of Directors salary reduction [Member] | |||||||||||
Subsequent events | |||||||||||
Reduction in Salary, Percentage | 50.00% | ||||||||||
Buddy's Home Furnishings Stores [Member] | |||||||||||
Subsequent events | |||||||||||
Business Acquisition, shares received | shares | 9,433,332.18 | ||||||||||
Business Acquisition, Preferred Stock, Received | shares | 1,886,666.44 | ||||||||||
Buddy's Partners Asset Acquisition [Member] | |||||||||||
Subsequent events | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 6,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 4,832,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,165,000 | ||||||||||
Goodwill | 7,217,000 | ||||||||||
Noncash or Part Cash Acquisition, Lease Right-of Use Assets Acquired | 2,498,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 4,500,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 20,431,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 530,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 777,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,599,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 16,832,000 | ||||||||||
Number of Real Estate Properties | store | 21 |
Uncategorized Items - frg-20191
Label | Element | Value |
Payments to Acquire Businesses, Net of Cash Acquired | us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired | $ 0 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | 16,427,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 3,981,000 |