Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 25, 2021 | Oct. 29, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 25, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35588 | |
Entity Registrant Name | Franchise Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3561876 | |
Entity Address, Address Line One | 109 Innovation Court, Suite J | |
Entity Address, City or Town | Delaware, | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43015 | |
City Area Code | 740) | |
Local Phone Number | -2222 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,295,469 | |
Entity Central Index Key | 0001528930 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-25 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Common Stock [Member] | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $.01 per share | |
Trading Symbol | FRG | |
Security Exchange Name | NASDAQ | |
Series A Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.50% Series A Cumulative Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share | |
Trading Symbol | FRGAP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 159,972 | $ 148,780 |
Receivables: | ||
Total Receivables, Current, Net | 95,686 | 67,335 |
Inventory, Net | 533,552 | 302,307 |
Assets Held-for-sale, Not Part of Disposal Group, Current | 0 | 43,023 |
Other current assets | 18,643 | 13,997 |
Total current assets | 807,853 | 575,442 |
Property, equipment, and software, net | 202,968 | 135,872 |
Accounts and Financing Receivable, after Allowance for Credit Loss, Noncurrent | 12,000 | 12,800 |
Goodwill | 787,441 | 448,258 |
Operating Lease, Right-of-Use Asset | 656,561 | 502,104 |
Assets Held-for-sale, Not Part of Disposal Group, Noncurrent | 0 | 55,116 |
Other intangible assets, net | 308,905 | 109,892 |
Other assets | 55,856 | 8,428 |
Total assets | 2,831,584 | 1,847,912 |
Current liabilities: | ||
Current installments of long-term obligations | 1,420 | 104,053 |
Operating Lease, Liability, Current | 158,577 | 127,032 |
Accounts payable and accrued expenses | 360,274 | 252,389 |
Liabilities Held-For-sale, Not Part Of Disposal Group, Current | 0 | 40,576 |
Deferred revenue - current | 34,095 | 25,174 |
Total current liabilities | 554,366 | 549,224 |
Long-term Debt and Lease Obligation | 513,461 | 402,276 |
Liabilities Held-For-sale, Not Part of Disposal Group, Noncurrent | 0 | 8,779 |
Total liabilities | 2,192,102 | 1,462,745 |
Equity: | ||
Additional paid-in capital | 471,405 | 382,383 |
Accumulated other comprehensive loss, net of taxes | 0 | (1,399) |
Retained earnings | 167,630 | 3,769 |
Total equity attributable to Liberty Tax, Inc. | 639,482 | 385,167 |
Noncontrolling Interest in Variable Interest Entity | 0 | 0 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 639,482 | 385,167 |
Total liabilities and equity | 2,831,584 | 1,847,912 |
Long-term Debt, Excluding Current Maturities | 1,072,909 | 466,944 |
Other Liabilities, Noncurrent | 51,366 | 35,522 |
Special voting preferred stock | ||
Equity: | ||
Preferred stock | 45 | 13 |
Class A common stock | ||
Equity: | ||
Common stock | $ 402 | $ 401 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 9,375 | $ 4,167 |
Liabilities Held-For-sale, Not Part Of Disposal Group, Current | $ 0 | $ 40,576 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 4,541,125 | 4,541,125 |
Preferred Stock, Shares Outstanding | 1,250,000 | 1,250,000 |
Class A common stock | ||
Common Stock, Value, Issued | $ 402 | $ 401 |
Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued | 40,237,297 | 40,092,260 |
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 |
Common Stock, Shares, Outstanding | 40,237,297 | 40,092,260 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Revenues: | ||||
Operating Lease, Lease Income | $ 8,327 | $ 17,404 | $ 26,077 | $ 51,000 |
Total revenues | 828,826 | 537,692 | 2,312,929 | 1,538,193 |
Operating expenses: | ||||
Direct Costs of Leased and Rented Property or Equipment | 2,930 | 5,877 | 8,869 | 17,327 |
Cost of Revenue | 497,349 | 303,475 | 1,366,618 | 881,782 |
Selling, general, and administrative expenses | 276,714 | 209,537 | 780,416 | 619,799 |
Total operating expenses | 774,063 | 513,012 | 2,147,034 | 1,501,581 |
Loss from operations | 54,763 | 24,680 | 165,895 | 36,612 |
Other income (expense): | ||||
Foreign currency transaction gain | (13,090) | (1,246) | (49,816) | (5,295) |
Interest expense | (21,194) | (26,269) | (91,494) | (78,658) |
Loss before income taxes | 20,479 | (2,835) | 24,585 | (47,341) |
Income tax benefit | (15,519) | 1,891 | (15,600) | (50,217) |
Income (loss) from continuing operations | 35,998 | (4,726) | 40,185 | 2,876 |
Income (loss) from discontinued operations, net of tax | 128,072 | (3,871) | 176,434 | 28,483 |
Net Income (Loss) Attributable to Noncontrolling Interest | 164,070 | (8,597) | 216,619 | 31,359 |
Less: Net (income) attributable to non-controlling interest | 0 | 0 | 0 | (2,090) |
Net loss | 164,070 | (8,597) | 216,619 | 29,269 |
Net income (loss) from continuing operations | 35,998 | (4,726) | 40,185 | (11,005) |
Net income (loss) from discontinued operations | $ 128,072 | $ (3,871) | $ 176,434 | $ 40,274 |
Basic earnings (loss) per share: | ||||
Continuing operations | $ 0.84 | $ (0.12) | $ 0.84 | $ (0.34) |
Discontinued operations | 3.18 | (0.10) | 4.39 | 1.23 |
Total basic earnings per share | 4.02 | (0.22) | 5.23 | 0.89 |
Diluted earnings (loss) per share: | ||||
Continuing operations | 0.83 | (0.12) | 0.83 | (0.34) |
Discontinued operations | 3.13 | (0.10) | 4.31 | 1.23 |
Total diluted earnings per share | $ 3.96 | $ (0.22) | $ 5.14 | $ 0.89 |
Weighted Average Number of Shares Outstanding, Basic | 40,229,232 | 39,692,384 | 40,171,458 | 32,679,576 |
Weighted Average Number of Shares Outstanding, Diluted | 40,973,736 | 39,692,384 | 40,931,423 | 32,679,576 |
Product [Member] | ||||
Revenues: | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 782,608 | $ 500,462 | $ 2,172,193 | $ 1,440,677 |
Operating expenses: | ||||
Cost of Goods and Services Sold | 485,682 | 296,920 | 1,347,673 | 862,320 |
Service [Member] | ||||
Revenues: | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 37,891 | 19,826 | 114,659 | 46,516 |
Operating expenses: | ||||
Cost of Goods and Services Sold | $ 8,737 | $ 678 | $ 10,076 | $ 2,135 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 164,070 | $ (8,597) | $ 216,619 | $ 31,359 |
Unrealized (gain) loss on interest rate swap agreement, net of taxes of $—, $2, $13, and $(29), respectively | 0 | (39) | 45 | (119) |
Forward contracts related to foreign currency exchange rates | 0 | 1 | 0 | 7 |
Other comprehensive income (loss) | 973 | 265 | 1,399 | (300) |
Comprehensive income (loss) | 165,043 | (8,332) | 218,018 | 31,059 |
Less: comprehensive (income) attributable to non-controlling interest | 0 | 0 | 0 | (1,915) |
Comprehensive income (loss) attributable to Franchise Group, Inc. | 165,043 | (8,332) | 218,018 | 29,144 |
Other Adjustments to Income, Discontinued Operations | 973 | 0 | 973 | 0 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0 | $ 303 | $ 381 | $ (188) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ 0 | $ 2 | $ 13 | $ (29) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Stockholders Equity Statement - USD ($) shares in Thousands | Total | Franchise Agreements [Member] | Reacquired Rights [Member] | Common Stock [Member] | Preferred Stock [Member] | Series A Preferred Stock | Common Stock [Member] | Common Stock [Member]Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock | Parent [Member] | Parent [Member]Common Stock [Member] | Parent [Member]Preferred Stock [Member] | Parent [Member]Series A Preferred Stock | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Common Stock [Member] | Additional Paid-in Capital [Member]Series A Preferred Stock | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Retained Earnings [Member]Common Stock [Member] | Retained Earnings [Member]Preferred Stock [Member] | Noncontrolling Interest [Member] |
Shares, Outstanding | 18,250 | 1,887 | ||||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 151,761,000 | |||||||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 183,000 | $ 19,000 | $ 125,391,000 | $ 108,339,000 | $ (1,538,000) | $ 18,388,000 | $ 26,370,000 | |||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 229,015,000 | $ 28,366,000 | $ 123,000 | $ 12,000 | $ 229,015,000 | $ 28,366,000 | $ 228,892,000 | $ 28,354,000 | ||||||||||||||
Net Income (Loss) Attributable to Parent | 31,359,000 | |||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | (300,000) | |||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 521,000 | 521,000 | 520,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 12,292 | 1,200 | ||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition, Shares | 31 | |||||||||||||||||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | 6,209,000 | 6,209,000 | 6,209,000 | |||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | (9,953,000) | $ (94,000) | $ (19,000) | (9,953,000) | (10,028,000) | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (9,434) | (1,887) | ||||||||||||||||||||
Dividends | $ (25,919,000) | $ (169,000) | $ (25,919,000) | $ (169,000) | $ (25,919,000) | $ (169,000) | ||||||||||||||||
Adjustment to Stockholder Equity | 2,358,000 | 2,358,000 | (2,358,000) | |||||||||||||||||||
Acquisition Costs, Period Cost, attributable to parent | 23,569,000 | |||||||||||||||||||||
Noncontrolling Interest in Period, Value | (2,358,000) | |||||||||||||||||||||
Noncontrolling Interest, Period Increase (Decrease) | 23,744,000 | (175,000) | (25,927,000) | |||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 31,359,000 | |||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 2,090,000 | 2,090,000 | ||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | 29,100,000 | 29,269,000 | ||||||||||||||||||||
Net loss | 29,269,000 | 29,269,000 | ||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (125,000) | |||||||||||||||||||||
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent | (300,000) | (125,000) | (175,000) | |||||||||||||||||||
Stock Issued During Period, Shares, Other | 50 | |||||||||||||||||||||
Shares, Outstanding | 40,057 | 1,200 | ||||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 408,532,000 | |||||||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 401,000 | $ 12,000 | 408,532,000 | 386,030,000 | (1,838,000) | 23,927,000 | ||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 0 | |||||||||||||||||||||
Shares, Outstanding | 40,092 | 1,250 | ||||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 385,167,000 | |||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 385,167,000 | $ 401,000 | $ 13,000 | 385,167,000 | 382,383,000 | (1,399,000) | 3,769,000 | |||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | 109,892,000 | $ 1,016,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,000 | |||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 216,619,000 | 216,619,000 | 216,619,000 | |||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 1,399,000 | 1,399,000 | 1,399,000 | |||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 385,000 | 385,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 36 | |||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition, Shares | 109 | |||||||||||||||||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | 9,128,000 | |||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | $ 0 | 79,542,000 | 9,127,000 | 0 | 0 | |||||||||||||||||
preferred stock, issued during period, shares | 3,291 | |||||||||||||||||||||
Dividends | (46,372,000) | |||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | |||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | 210,235,000 | |||||||||||||||||||||
Net loss | 216,619,000 | |||||||||||||||||||||
preferred stock, issued during period, value | $ 32,000 | |||||||||||||||||||||
Dividends, Preferred Stock, Cash | (6,386,000) | (6,386,000) | ||||||||||||||||||||
Shares, Outstanding | 40,208 | 4,541 | ||||||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 402,000 | $ 45,000 | 487,995,000 | 467,351,000 | (973,000) | 21,170,000 | ||||||||||||||||
Dividends Payable | (15,482,000) | |||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 164,070,000 | 164,070,000 | 164,070,000 | |||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 973,000 | 973,000 | 973,000 | |||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 0 | |||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 29 | |||||||||||||||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | 4,054,000 | 4,054,000 | ||||||||||||||||||||
Dividends | (15,482,000) | |||||||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | |||||||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | 161,942,000 | |||||||||||||||||||||
Net loss | 164,070,000 | |||||||||||||||||||||
preferred stock, issued during period, value | 0 | |||||||||||||||||||||
Dividends, Preferred Stock, Cash | (2,128,000) | (2,128,000) | ||||||||||||||||||||
Shares, Outstanding | 40,237 | 4,541 | ||||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 639,482,000 | |||||||||||||||||||||
Stockholders' Equity Attributable to Parent | 639,482,000 | $ 402,000 | $ 45,000 | 639,482,000 | 471,405,000 | $ 0 | $ 167,630,000 | |||||||||||||||
Dividends Payable | $ (46,372,000) | |||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | $ 308,905,000 | $ 72,809,000 | $ 284,000 | |||||||||||||||||||
Preferred stock | $ 79,510,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Operating Activities | ||
Net income (loss) | $ 216,619 | $ 31,359 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Deferred Income Tax Expense (Benefit) | (17) | 7,851 |
Provision for doubtful accounts | 2,010 | 3,412 |
Depreciation, amortization and impairment charges | 50,127 | 51,254 |
Amortization of Debt Issuance Costs | 35,590 | 28,703 |
Gain (Loss) on Disposition of Other Assets | (374) | 75 |
Stock-based compensation expense - equity awards | 9,561 | 6,294 |
Gain on bargain purchases and sales of Company-owned offices | (3,368) | (1,761) |
Prepayment penalty for early debt extinguishment | 36,726 | 0 |
Gain (Loss) on Disposition of Business | 173,699 | 0 |
Increase (Decrease) in Income Taxes Payable | (13,473) | (23,721) |
Changes in other assets and liabilities | ||
Increase (Decrease) in Deferred Revenue | 10,952 | 5,649 |
Increase (Decrease) in Accounts and Other Receivables | 5,748 | (2,223) |
Increase (Decrease) in Other Current Assets | 26,026 | 3,971 |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 21,959 | 38,884 |
Increase (Decrease) in Inventories | (108,947) | 79,967 |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 115,440 | 229,714 |
Investing Activities | ||
Payments to Operating Loans to Franchisees | (17,749) | (30,368) |
Proceeds from Repayments on Operating Loans to Franchisees | 23,103 | 50,064 |
Assets Acquired from Franchisees and Area Developers | (1,086) | (4,830) |
Proceeds from Sale of Intangible Assets | 3,189 | 1,118 |
Payments to Acquire Businesses, Net of Cash Acquired | (462,821) | (353,423) |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 179,471 | 0 |
Proceeds from Sale of Property, Plant, and Equipment | 195 | 1,474 |
Payments to Acquire Property, Plant, and Equipment | (36,871) | (26,702) |
Net cash (used in) in investing activities | (312,569) | (362,667) |
Financing Activities | ||
Proceeds from Stock Options Exercised | 386 | 520 |
Dividends paid | (50,016) | (19,167) |
Non-controlling interest distribution | 0 | (4,716) |
Repayment of other long-term obligations | (957,382) | (455,811) |
Proceeds from the exercise of stock options | 6,724 | 174,665 |
Repayments under revolving credit facility | (84,874) | (218,260) |
Issuance of common stock | 0 | 198,003 |
Proceeds from Issuance of Debt | 1,300,000 | 586,000 |
Issuance of preferred stock | 79,542 | 28,366 |
Payment for debt issue costs and original issuance discounts | (51,288) | (16,673) |
Prepayment penalty for early debt extinguishment | (36,726) | 0 |
Cash paid for taxes on exercises/vesting of stock-based compensation | 433 | 85 |
Net cash provided by financing activities | 205,933 | 272,842 |
Effect of exchange rate changes on cash, net | 34 | (142) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 8,838 | 139,747 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 160,340 | 184,893 |
Issuance of debt | 159,972 | 173,415 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest, net of capitalized interest of $4 and $3, respectively | 39,618 | 944 |
Cash paid for taxes, net of refunds | 79,074 | 41,226 |
Share Issuance Proceeds Included In Accounts Receivable | 1,211 | 0 |
Payments to Acquire Software | 3,496 | 3,633 |
Payment of Financing and Stock Issuance Costs | 0 | 31,013 |
Proceeds from Issuance of Secured Debt | 17,156 | |
Taxes Receivable Agreement, Other long Term Liabilities | 0 | |
Restricted Cash, Noncurrent | 368 | 4,961 |
Restricted Cash and Cash Equivalents | $ 160,340 | $ 184,893 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Sep. 25, 2021 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | Basis of Presentation Unless otherwise stated, references to the "Company," "we," "us," and "our" in this Quarterly Report on Form 10-Q (the "Quarterly Report") refer to Franchise Group, Inc. and its direct and indirect subsidiaries on a consolidated basis. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with Exhibit 99.1 of Form 8-K filed on June 25, 2021, to reflect certain retrospective revisions for discontinued operations and changes in reportable segments in the consolidated financial statements of the Company in its Annual Report on Form 10-K for the year ended December 26, 2020 that was previously filed with the Securities and Exchange Commission (“SEC”) on March 10, 2021 (the “Form 10-K”). In the opinion of management, all adjustments (including those of a normal recurring nature) necessary for a fair presentation of such condensed consolidated financial statements in accordance with GAAP have been recorded. The December 26, 2020 balance sheet information was derived from the audited financial statements as of that date. Discontinued Operations As previously disclosed, on February 21, 2021 the Company entered into a purchase agreement (the "Purchase Agreement") to sell its Liberty Tax business to NextPoint Acquisition Corp ("NextPoint"), a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia (the "Transaction"). On July 2, 2021 the Company completed the Transaction and received total consideration of approximately $241.0 million consisting of approximately $181.2 million in cash and approximately $59.7 million in proportionate voting shares of NextPoint recorded as an investment in equity securities in "Other non-current assets" on the Condensed Consolidated Balance Sheet. The transaction resulted in a gain on the sale of $173.7 million recorded in "Income (loss) from discontinued operations, net of tax" on the Condensed Consolidated Statement of Operations. As part of the divestiture, the Company incurred transaction costs of approximately $5.7 million which were paid using shares of NextPoint. As a result of the Transaction, the financial position and results of operations of the Liberty Tax business are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. The accompanying Notes to the Condensed Consolidated Financial Statements and all prior year balances have been reclassified to conform to this presentation. Please refer to "Note 3. Divestitures" for additional information regarding discontinued operations. Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, " Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ", which changes how companies will measure credit losses for most financial assets and certain other instruments that aren't measured at fair value through net income. The standard replaces the "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost (which generally will result in the earlier recognition of allowances for losses) and requires companies to record allowances for available-for-sale debt securities, rather than reduce the carrying amount. In addition, companies will have to disclose significantly more information, including information used to track credit quality by year of origination, for most financing receivables. The ASU should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the standard is effective. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ” This standard eliminates Step 2 from the goodwill impairment test. Instead, an entity should compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard to its consolidated financial statements. The London Interbank Offered Rate (“LIBOR”) is scheduled to be discontinued on December 31, 2021. In an effort to address the various challenges created by such discontinuance, the FASB issued an amendment to existing guidance, ASU No. 2020-04, " Reference Rate Reform ." The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the guidance in the amendment is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2022. The Company expects no material impact as a result of reference rate reform and the new guidance on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Acquisition (Notes)
Acquisition (Notes) | 9 Months Ended |
Sep. 25, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | (2) Acquisitions The assets acquired and liabilities assumed in the acquisitions below are recorded at fair value in accordance with ASC 805 - "Business Combinations." 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 recorded goodwill is deductible for tax purposes. Pet Supplies Plus Acquisition On March 10, 2021, the Company completed its acquisition of Pet Supplies Plus (the "Pet Supplies Plus Acquisition"). The preliminary fair value of the consideration transferred at the acquisition date was $451.1 million. As of September 25, 2021, $5.5 million of acquisition fees had been incurred that are recorded in selling, general and administrative expenses. The table below summarizes the unaudited preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Pet Supplies Plus Acquisition as of March 10, 2021. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in an adjustment to the preliminary values presented below. In the nine months ended September 25, 2021, the preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed were adjusted, which resulted in an increase in goodwill of $0.6 million. The increase was primarily due to a $0.5 million increase of franchise fees receivable and $0.1 million of prepaid expenses. The Company expects to complete the purchase price allocation as soon as reasonably possible but not to exceed one year from the date of completion of the Pet Supplies Plus Acquisition. (In thousands) Preliminary Cash and cash equivalents $ 2,131 Other current assets 39,844 Inventories, net 118,600 Property, equipment and software, net 75,616 Goodwill 335,690 Operating lease right-of-use assets 151,243 Other intangible assets, net 205,800 Other non-current assets 6,393 Total assets 935,317 Current operating lease liabilities 25,405 Accounts payable and accrued expenses 82,071 Other current liabilities 1,705 Current installments of long-term obligations 3,507 Long-term obligations, excluding current installments 247,458 Non-current operating lease liabilities 114,292 Other long-term liabilities 9,761 Total liabilities 484,199 Consideration transferred $ 451,118 Other intangible assets, net consists of the Pet Supplies Plus trade name as an indefinite-lived intangible asset with a fair value of $104.4 million. The trade name is not subject to amortization but will be evaluated annually for impairment. Also included are franchise agreements of $67.1 million and customer relationships of $34.3 million. Operating lease right-of-use assets and lease liabilities consist of leases for retail store locations, warehouses and office equipment. Operating lease right-of-use assets incorporates a favorable adjustment of $12.4 million, net for favorable and unfavorable Pet Supplies Plus real estate leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. Property, equipment and software, net consists of fixtures and equipment of $37.0 million, leasehold improvements of $33.5 million, construction in progress of $3.5 million and financing leases of $1.7 million. Other non-current assets includes $0.4 million of restricted cash. Furniture Factory Outlet Acquisition On December 27, 2020, the Company completed the acquisition of Furniture Factory Outlet ("FFO Home"), a regional retailer of furniture and mattresses, for an all cash purchase price of $13.8 million. The Company acquired 31 operating locations which were rebranded as American Freight stores and included in its American Freight segment. As of September 25, 2021, $0.4 million of acquisition fees had been incurred that are recorded in selling, general and administrative expenses. (In thousands) Preliminary Cash and cash equivalents $ 6 Other current assets 96 Inventories, net 6,450 Property, equipment and software, net 2,934 Goodwill 3,293 Operating lease right-of-use assets 26,571 Total assets 39,350 Current operating lease liabilities 2,587 Other current liabilities 299 Non-current operating lease liabilities 22,624 Total liabilities 25,510 Consideration transferred $ 13,840 Operating lease right-of-use assets and lease liabilities consist of leases for retail store locations. Operating lease right-of-use assets incorporates a favorable adjustment of $1.4 million, net for favorable and unfavorable FFO Home leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms. The property, equipment and software, net consists of leasehold improvements of $2.5 million and fixtures and equipment of $0.4 million. American Freight Acquisition On February 14, 2020, the Company completed its acquisition of American Freight (the "American Freight Acquisition") for an aggregate purchase price of $357.3 million. The Company accounted for the transaction as a business combination using the acquisition method of accounting. 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 Pet Supplies Plus and American Freight acquisitions as if they had occurred on December 28, 2019. Pro forma (Unaudited) Three Months Ended Nine Months Ended (In thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Revenue $ 828,826 $ 750,094 $ 2,506,519 $ 2,187,416 Net income $ 35,999 $ 6,167 $ 92,974 $ (38,583) Basic net income per share $ 0.84 $ 0.15 $ 2.16 $ (1.19) Diluted net income per share $ 0.83 $ 0.15 $ 2.12 $ (1.19) The unaudited consolidated pro forma financial information was prepared in accordance with GAAP and is not necessarily indicative of the results of operations that would have occurred if the Pet Supplies Plus and American Freight acquisitions had been completed on the date indicated, nor is it indicative of the future operating results of the Company. The unaudited pro forma results do not reflect events that either have occurred or may occur after the acquisition, including, but not limited to, the anticipated realization of operating synergies in subsequent periods. They also do not give effect to certain charges that the Company expects to incur in connection with the acquisition, including, but not limited to, additional professional fees and employee integration. |
Revenue Revenue (Notes)
Revenue Revenue (Notes) | 3 Months Ended |
Sep. 25, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | (5) Revenue For details regarding the principal activities from which the Company generates its revenue, see "Note 1. Description of Business and Summary of Significant Account Policies Presentation" in the Company's Form 10-K. For more detailed information regarding reportable segments, see "Note 13. Segments" in this quarterly report. The following represents the disaggregated revenue by reportable segments for the three and nine months ended September 25, 2021: September 25, 2021 Vitamin Shoppe American Freight Pet Supplies Plus Buddy's (In thousands) Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended † Three Months Ended Nine Months Ended Retail sales $ 300,721 $ 897,934 $ 207,660 $ 686,194 $ 162,931 $ 351,147 $ 784 $ 3,221 Wholesale sales — — 617 617 109,895 233,080 — — Total product revenue 300,721 897,934 208,277 686,811 272,826 584,227 784 3,221 Franchise fees — — — — 269 511 19 40 Royalties and advertising fees 92 174 427 838 5,937 12,664 3,591 10,772 Financial products — — 10,808 31,338 — — — — Interest income — — 287 872 71 156 — — Agreement, club and damage waiver fees — — — — — — 1,618 5,140 Warranty revenue — — 416 19,914 — — — — Other revenues — — 3,376 11,141 7,540 16,154 3,440 4,945 Total service revenue 92 174 15,314 64,103 13,817 29,485 8,668 20,897 Rental revenue, net — — — — — — 8,327 26,077 Total rental revenue — — — — — — 8,327 26,077 Total revenue $ 300,813 $ 898,108 $ 223,591 $ 750,914 $ 286,643 $ 613,712 $ 17,779 $ 50,195 † Reflects the results from the March 10, 2021 acquisition date. The following represents the disaggregated revenue by reportable segments for the three and nine months ended September 26, 2020: September 26, 2020 Vitamin Shoppe American Freight Pet Supplies Plus Buddy's (In thousands) Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Retail sales $ 266,965 $ 780,588 $ 231,959 $ 655,311 $ — $ — $ 1,538 $ 4,778 Total product revenue 266,965 780,588 231,959 655,311 — — 1,538 4,778 Franchise fees — — — — — — 8 20 Royalties and advertising fees — — — — — — 2,517 7,346 Financial products — — 6,775 8,066 — — — — Interest income — — 315 987 — — — — Agreement, club and damage waiver fees — — — — — — 3,436 10,124 Warranty revenue — — 4,775 13,754 — — — — Other revenues — — 1,388 4,268 — — 612 1,951 Total service revenue — — 13,253 27,075 — — 6,573 19,441 Rental revenue, net — — — — — — 17,404 51,000 Total rental revenue — — — — — — 17,404 51,000 Total revenue $ 266,965 $ 780,588 $ 245,212 $ 682,386 $ — $ — $ 25,515 $ 75,219 Contract Balances The following table provides information about receivables and contract liabilities (deferred revenue) from contracts with customers as of September 25, 2021 and December 26, 2020: (In thousands) September 25, 2021 December 26, 2020 Accounts Receivable $ 68,837 $ 38,444 Notes receivable $ 13,600 $ 28,240 Deferred revenue $ 35,472 $ 24,097 Deferred franchise fee revenue $ 12,682 $ 1,519 Deferred revenue consists of (1) amounts received for which customers have not yet taken possession of the merchandise, (2) gift card or store credits outstanding, and (3) loyalty reward program credits which are generally recognized within one year following the revenue deferral. Deferred franchise fee revenue is recognized over the term of the agreement, which is generally between five and ten years. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company performs impairment tests for goodwill as of the end of July of each fiscal year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair values of the Company's reporting units below their carrying values. There are no accumulated goodwill impairment losses recorded. Changes in the carrying amount of goodwill for the nine months ended September 25, 2021 are as follows: Vitamin Shoppe American Freight Pet Supplies Plus Buddy's Total Balance as of December 26, 2020 1,277 367,882 — 79,099 448,258 Acquisitions — 3,493 335,690 — 339,183 Balance as of September 25, 2021 $ 1,277 $ 371,375 $ 335,690 $ 79,099 $ 787,441 Components of intangible assets as of September 25, 2021 and December 26, 2020 were as follows: September 25, 2021 (In thousands) Gross Accumulated Net Indefinite lived tradenames 197,700 — 197,700 Franchise agreements 77,600 (4,791) 72,809 Customer contracts 42,414 (4,302) 38,112 Reacquired rights 566 (282) 284 Total intangible assets $ 318,280 $ (9,375) $ 308,905 December 26, 2020 (In thousands) Gross carrying amount Accumulated amortization Net carrying amount Indefinite lived tradenames $ 93,300 $ — $ 93,300 Customer contracts 8,781 (2,159) 6,622 Franchise agreements 10,500 (1,546) 8,954 Reacquired rights 1,478 (462) 1,016 Total intangible assets $ 114,059 $ (4,167) $ 109,892 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Overview For the three months ended September 25, 2021 and September 26, 2020, the Company had an effective tax rate from continuing operations of (75.8)% and (66.7)%, respectively. The change in the effective tax rate compared to the prior year is due to the reversal of a valuation allowance related to net operating loss carryforwards in the current year. The impact of the CARES Act was included in the prior year effective tax rate. For the nine months ended September 25, 2021 and September 26, 2020, the Company had an effective tax rate from continuing operations of (63.5)% and 106.1%, respectively. The impact of the enactment of the CARES Act was included nine months ended September 26, 2020 which is the primary driver of the difference in the effective tax rate. The Company is also expecting to utilize its net operating loss carryforwards and is expecting to realize its deferred tax assets which previously had a full valuation allowance. CARES Act The Coronavirus, Aid, Relief, and Economic Security, or CARES Act (the “Act”) was enacted on March 27, 2020. The Act retroactively changed the eligibility of certain assets for expense treatment in the year placed in service, back to 2018, and permitted any net operating loss for the tax years 2018, 2019, and 2020 to be carried back for 5 years. The Company recorded a total income tax benefit of $52.3 million during 2020 associated with the income tax components contained in the Act. Tax Receivable Agreement On July 10, 2019, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the "Tax Receivable Agreement") that provides for the payment by the Company to the non-controlling interest holders of 40% of the cash savings, if any, in federal, state and local taxes that the Company realizes or is deemed to realize as a result of any increases in tax basis of the assets of New Holdco resulting from future redemptions or exchanges of New Holdco units. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 25, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stockholders' Equity Activity On January 11, 2021, the Company entered into an Underwriting Agreement with B. Riley Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), to issue and sell an aggregate of 2,976,191 shares (the “Firm Shares”) of the Company’s 7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share (the “Series A Preferred Stock”), in a public offering at a price to the public of $25.20 per share. The Company also granted the Underwriters an option (the “Option”) to purchase up to 446,428 additional shares of Series A Preferred Stock during the 30 days following the date of the Underwriting Agreement. On January 14, 2021, the Underwriters partially exercised the Option for 314,934 shares (together with the Firm Shares, the “Shares”). The offering closed on January 14, 2021, and the net proceeds to the Company were approximately $79.5 million, after deducting underwriting discounts, an advisory fee and offering expenses totaling approximately $3.2 million. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, which were from the Company's Liberty Tax business, as of September 25, 2021 and December 26, 2020 were as follows: (In thousands) September 25, 2021 December 26, 2020 Foreign currency adjustment $ — $ (1,254) Interest rate swap agreements, net of tax — (145) Total accumulated other comprehensive loss $ — $ (1,399) Non-controlling interest The Company is the sole managing member of New Holdco and, as a result, consolidates the financial results of New Holdco. Prior to April 1, 2020, the Company reported a non-controlling interest representing the economic interest in New Holdco held by the former equity holders of Buddy's (the "Buddy’s Members"). Changes in the Company's ownership interest in New Holdco while it retained a controlling interest in New Holdco were accounted for as equity transactions. On March 26, 2020, the Company redeemed 3,937,726 New Holdco units and 787,545 shares of preferred stock for common stock. On April 1, 2020, the Company redeemed the remaining 5,495,606 New Holdco units and 1,099,121 shares of preferred stock for common stock and the Company is the sole owner of New Holdco. The exchange of New Holdco units for common stock resulted in an increase in the tax basis of the net assets of New Holdco and a liability to be recognized pursuant to the TRA. The difference of $10.0 million in the adjustment of the deferred tax balances and the tax receivable agreement liability was recorded as an adjustment to additional paid-in-capital. Refer to "Note 7. Income Taxes" for further discussion of the TRA. Net Income (Loss) per Share Diluted net income (loss) per share is computed using the weighted-average number of common stock and, if dilutive, the potential common stock outstanding during the period. Potential common stock consists of the incremental common stock issuable upon the exercise of stock options and vesting of restricted stock units. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. Additionally, the computation of the diluted net income (loss) per share of common stock assumed the conversion of Preferred Stock, if dilutive. The following table sets forth the calculations of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended (In thousands, except for share and per share amounts) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Net income (loss) from continuing operations attributable to Franchise Group $ 35,998 $ (4,726) $ 40,185 $ (11,005) Less: Preferred dividend declared (2,128) (169) (6,384) (169) Adjusted net income (loss) from continuing operations available to Common Stockholders 33,870 (4,895) 33,801 (11,174) Net income from discontinued operations attributable to Franchise Group 128,072 (3,871) 176,434 40,274 Adjusted net income (loss) available to Common Stockholders $ 161,942 $ (8,766) $ 210,235 $ 29,100 Weighted-average common stock outstanding 40,229,232 39,692,384 40,171,458 32,679,576 Net dilutive effect of stock options and restricted stock 744,504 — 759,965 — Weighted-average diluted shares outstanding 40,973,736 39,692,384 40,931,423 32,679,576 Basic net income (loss) per share: Continuing operations $ 0.84 $ (0.12) $ 0.84 $ (0.34) Discontinued operations 3.18 (0.10) 4.39 1.23 Basic net income per share $ 4.02 $ (0.22) $ 5.23 $ 0.89 Diluted net income (loss) per share: Continuing operations $ 0.83 $ (0.12) $ 0.83 $ (0.34) Discontinued operations 3.13 (0.10) 4.31 1.23 Diluted net income per share $ 3.96 $ (0.22) $ 5.14 $ 0.89 |
Stock Compensation Plans
Stock Compensation Plans | 9 Months Ended |
Sep. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plans | Stock-Based Compensation Plans For a discussion of our stock-based compensation plans, refer to “Note 11. - Stock-Based Compensation Plans” of the Form 10-K for the year ended December 26, 2020. Stock Options Stock option activity during the nine months ended September 25, 2021 was as follows: Number of Weighted Outstanding as of December 26, 2020 391,409 $ 10.19 Exercised (36,188) 10.66 Expired or forfeited — — Outstanding as of September 25, 2021 355,221 $ 10.15 Intrinsic value is defined as the fair value of the stock less the cost to exercise. The total intrinsic value of stock options outstanding at September 25, 2021 was $9.0 million. Stock options vest from the date of grant to three four five Nonvested stock options activity during the nine months ended September 25, 2021 was as follows: Nonvested Weighted Outstanding as of December 26, 2020 63,334 $ 8.83 Vested (63,334) 8.83 Expired or forfeited — — Outstanding as of September 25, 2021 — $ — At September 25, 2021, there were no unrecognized compensation costs related to nonvested stock options. The following table summarizes information about stock options outstanding and exercisable at September 25, 2021: Options Outstanding Options Exercisable Range of exercise prices Number Weighted average exercise price Weighted average remaining contractual life (in years) Number Weighted average exercise price $0.00 - $10.89 204,500 $ 8.80 3.8 204,500 $ 8.80 $10.90 - $12.01 150,721 11.98 2.5 150,721 11.98 355,221 $ 10.15 355,221 $ 10.15 Restricted Stock Units The Company has awarded service-based restricted stock units ("RSUs") and performance restricted stock units ("PRSUs") to its non-employee directors, officers and certain employees. The Company recognizes expense based on the estimated fair value of the RSUs or PRSUs granted over the vesting period on a straight-line basis. The fair value of RSUs and PRSUs is determined using the Company's closing stock price on the date of the grant. At September 25, 2021, unrecognized compensation costs related to RSUs and PRSUs were $5.8 million and $24.9 million, respectively. These costs are expected to be recognized through fiscal 2024. The following table summarizes the status of RSUs as of and changes during the nine months ended September 25, 2021: Number of restricted stock units Weighted average fair value at grant date Balance as of December 26, 2020 296,147 $ 20.51 Granted 120,952 35.72 Vested (101,503) 22.56 Canceled (2,342) 12.22 Balance as of September 25, 2021 313,254 $ 25.78 The following table summarizes the status of PRSUs as of and changes during the nine months ended September 25, 2021: Number of restricted stock units Weighted average fair value at grant date Balance as of December 26, 2020 618,737 $ 17.00 Granted 913,875 21.72 Vested (19,500) 14.40 Canceled — — Balance as of September 25, 2021 1,513,112 $ 19.81 Stock Compensation Expense The Company recorded $9.6 million and $6.3 million during the nine months ended September 25, 2021 and September 26, 2020, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As required, financial assets and liabilities are classified in the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). The Company recorded impairment charges of $1.1 million and $0 during the nine months ended September 25, 2021 and September 26, 2020. Fair Value of Financial Instruments The carrying value of Cash and cash equivalents, restricted cash, accounts receivable and accounts payable as reported in the accompanying unaudited condensed consolidated balance sheets approximate fair value due to their short-term maturities. The carrying amount of Long-term debt approximates fair value because the interest rate paid has a variable component. The fair value for equity securities for which the Company does not have the ability to exercise significant influence is based on quoted prices in active markets, which was $40.9 million as of September 25, 2021. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 25, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company considers directors and their affiliated companies, as well as executive officers and members of their immediate families, to be related parties. Messrs. Kahn and Laurence Vintage Capital Management, LLC and its affiliates ("Vintage") held approximately 31% of the aggregate voting power of the Company through their ownership of common stock as of September 25, 2021. Brian Kahn and Andrew Laurence are principals of Vintage. Mr. Kahn is a member of the Board of Directors, President and Chief Executive Officer of the Company. Mr. Laurence is an Executive Vice President of the Company, served as a member of the Company's Board of Directors until the Company's annual meeting of stockholders in May 2021 and served as the Company's Chairman of the Board until March 31, 2020. Buddy's Franchises. Mr. Kahn's brother-in-law owns seven Buddy's franchises. All transactions between the Company's Buddy's segment and Mr. Kahn's brother-in-law are conducted on a basis consistent with other franchisees. Bryant Riley (former director) Bryant Riley, through controlled entities or affiliates held approximately 4% of the aggregate ownership of the Company's common stock as of September 25, 2021. Prior to the quarter ended September 25, 2021, Mr. Riley held greater than 5% of the aggregate ownership of the Company's common stock. Mr. Riley was also a member of the Company's Board of Directors from September 2018 through March 2020. January 2021 Underwritten Offering of Preferred Stock . On January 11, 2021, the Company reopened its original issuance of its Series A Preferred Stock, which closed on September 18, 2020 as noted above. The Company completed the reopened underwritten offering on January 15, 2021 in which B. Riley Securities, an affiliate of Mr. Riley, acted as representative of the underwriters. In connection with the offering B. Riley Securities and the other underwriters in the offering were entitled to an underwriting discount and reimbursement of certain out-of-pocket expenses incurred of approximately $3.0 million and B. Riley Securities was entitled to a structuring fee of $0.3 million. Debt Commitment Letter and Fee Letter . On January 23, 2021, in connection with the Pet Supplies Plus Acquisition and the refinancing of the Company's existing indebtedness, the Company entered into a debt commitment letter with, among others, BRF Finance Co., LLC (“BRF”), an affiliate of Mr. Riley, pursuant to which BRF committed to provide (i) $100.0 million of a then-contemplated first lien term loan credit facility and (ii) $300.0 million of a then-contemplated senior unsecured term loan credit facility (the “Senior Unsecured Facility”). On January 23, 2021, the Company entered into a fee letter with BRF pursuant to which (a) BRF committed to provide $100.0 million of an alternative then-contemplated first lien term loan credit facility (the “Alternative First Lien Facility”) and (b) BRF (or its affiliates) received, on March 10, 2021, (i) a $9.0 million arrangement fee as consideration for BRF’s commitments and agreements with respect to the Senior Unsecured Facility and (ii) a $1.0 million take-out fee as consideration for BRF’s commitments and agreements with respect to the Alternative First Lien Facility. M. Brent Turner Mr. Turner was the President and Chief Executive Officer of the Company’s Liberty Tax business which was sold to NextPoint on July 2, 2021 in connection with the Transaction. The Company previously entered into certain agreements with Revolution Financial, Inc., an entity partially owned by Mr. Turner, which were terminated upon completion of the sale of the Liberty Tax business. During the nine months ended September 25, 2021, the Company earned less than $0.2 million in royalties related to such agreements which was recorded in "Income (loss) from discontinued operations, net of tax" in the accompanying Condensed Consolidated Statements of Operations. Tax Receivable Agreement |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 25, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of operations, the Company may become a party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, individually or in the aggregate, will not have a material adverse effect on the Company's business, financial condition, cash flows, or results of operations. The Company is party to claims and lawsuits that are considered to be ordinary, routine litigation incidental to the business, including claims and lawsuits concerning 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. Guarantees The Company remains secondarily liable under various real estate leases that were assigned to franchisees who acquired Pet Supplies Plus stores from the Company. In the event of the failure of an acquirer to pay lease payments, the Company could be obligated to pay the remaining lease payments which extend through 2033 and aggregated $8.7 million as of September 25, 2021. If the Company is required to make payments under these guarantees, the Company could seek to recover those amounts from the franchisees or in some cases their affiliates. The Company believes that payment under these guarantees is remote as of September 25, 2021. |
Segments (Notes)
Segments (Notes) | 3 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | (13) Segments The Company's operations are conducted in four reportable business segments: Vitamin Shoppe, American Freight, Pet Supplies Plus 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 American Freight are included in the Company's results of operations beginning on February 14, 2020 and the results of operations of Pet Supplies Plus are included in the Company's results of operations beginning on March 11, 2021. As a result of the Company's sale of its Liberty Tax business, as discussed in "Note 3. Divestitures," the Company's Liberty Tax business is not reported in segment information since this business is reported as a discontinued operation. Current and prior year amounts have been revised to reflect this change. The Vitamin Shoppe segment is an omni-channel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance, and services to help them become their best selves, however they define it. The Vitamin Shoppe segment offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids. The Vitamin Shoppe segment consists of our operations under the "Vitamin Shoppe" brand and is headquartered in Secaucus, New Jersey. The American Freight segment provides in-store and online access to purchase new, one-of-a-kind, out-of-box, discontinued, obsolete, reconditioned, overstocked, scratched and dented household appliances and unbranded furniture and mattresses at value prices. The American Freight segment consists of our operations under the "American Freight" banner and is headquartered in Delaware, Ohio. The Pet Supplies Plus segment is a franchisor and retailer in the pet industry. Pet Supplies Plus has a diversified revenue model comprised of corporate store revenue, royalties and wholesale distribution to franchisees. The Pet Supplies Plus segment consists of the Company's operations under the "Pet Supplies Plus" brand and is headquartered in Livonia, Michigan. 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. Total revenues by segment were as follows: Three Months Ended Nine Months Ended (In thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Total revenue: Vitamin Shoppe $ 300,813 $ 266,965 $ 898,108 $ 780,588 American Freight 223,591 245,212 750,914 682,386 Pet Supplies Plus 286,643 — 613,712 — Buddy's 17,779 25,515 50,195 75,219 Consolidated total revenue $ 828,826 $ 537,692 $ 2,312,929 $ 1,538,193 Operating income (loss) by segment were as follows: Three Months Ended Nine Months Ended (In thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Income (loss) from operations: Vitamin Shoppe $ 27,792 $ 2,849 $ 90,830 $ (3,214) American Freight 9,574 19,940 56,659 33,949 Pet Supplies Plus 18,647 — 25,056 — Buddy's 5,991 5,302 13,630 13,985 Total Segments 62,004 28,091 186,175 44,720 Corporate (7,241) (3,411) (20,280) (8,108) Consolidated income (loss) from operations $ 54,763 $ 24,680 $ 165,895 $ 36,612 Total assets by segment were as follows: (In thousands) September 25, 2021 December 26, 2020 Total assets: Vitamin Shoppe $ 604,501 $ 607,148 American Freight 888,410 801,731 Pet Supplies Plus 942,019 — Buddy's 148,533 137,698 Total Segments 2,583,463 1,546,577 Corporate 248,121 203,196 Consolidated total assets $ 2,831,584 $ 1,749,773 |
Subsequent Event Subsequent Eve
Subsequent Event Subsequent Events (Notes) | 3 Months Ended |
Sep. 25, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent EventsOn September 27, 2021, the Company completed the acquisition of Sylvan Learning ("Sylvan"), a leading tutoring franchisor for Pre-K-12 students and families in the U.S., valued at approximately $81 million pursuant to a Stock Purchase Agreement, dated as of September 27, 2021, by and among wholly-owned subsidiaries of the Company and Educate Investments, LLC (the "Sylvan Transaction"). The Sylvan Transaction was financed with cash on hand. The Company is in the process of completing the fair value determinations and resulting purchase price allocations. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended |
Sep. 25, 2021 | Sep. 25, 2021 | |
Accounting Policies [Abstract] | ||
Description of Business | (1) Basis of Presentation | |
Basis of Presentation | Unless otherwise stated, references to the "Company," "we," "us," and "our" in this Quarterly Report on Form 10-Q (the "Quarterly Report") refer to Franchise Group, Inc. and its direct and indirect subsidiaries on a consolidated basis. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with Exhibit 99.1 of Form 8-K filed on June 25, 2021, to reflect certain retrospective revisions for discontinued operations and changes in reportable segments in the consolidated financial statements of the Company in its Annual Report on Form 10-K for the year ended December 26, 2020 that was previously filed with the Securities and Exchange Commission (“SEC”) on March 10, 2021 (the “Form 10-K”).In the opinion of management, all adjustments (including those of a normal recurring nature) necessary for a fair presentation of such condensed consolidated financial statements in accordance with GAAP have been recorded. The December 26, 2020 balance sheet information was derived from the audited financial statements as of that date. | |
Discontinued Operations | Discontinued OperationsAs previously disclosed, on February 21, 2021 the Company entered into a purchase agreement (the "Purchase Agreement") to sell its Liberty Tax business to NextPoint Acquisition Corp ("NextPoint"), a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia (the "Transaction"). On July 2, 2021 the Company completed the Transaction and received total consideration of approximately $241.0 million consisting of approximately $181.2 million in cash and approximately $59.7 million in proportionate voting shares of NextPoint recorded as an investment in equity securities in "Other non-current assets" on the Condensed Consolidated Balance Sheet. The transaction resulted in a gain on the sale of $173.7 million recorded in "Income (loss) from discontinued operations, net of tax" on the Condensed Consolidated Statement of Operations. As part of the divestiture, the Company incurred transaction costs of approximately $5.7 million which were paid using shares of NextPoint. As a result of the Transaction, the financial position and results of operations of the Liberty Tax business are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. The accompanying Notes to the Condensed Consolidated Financial Statements and all prior year balances have been reclassified to conform to this presentation. Please refer to "Note 3. Divestitures" for additional information regarding discontinued operations. | |
New Accounting Pronouncements, Policy | Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, " Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ", which changes how companies will measure credit losses for most financial assets and certain other instruments that aren't measured at fair value through net income. The standard replaces the "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost (which generally will result in the earlier recognition of allowances for losses) and requires companies to record allowances for available-for-sale debt securities, rather than reduce the carrying amount. In addition, companies will have to disclose significantly more information, including information used to track credit quality by year of origination, for most financing receivables. The ASU should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the standard is effective. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ” This standard eliminates Step 2 from the goodwill impairment test. Instead, an entity should compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard to its consolidated financial statements. The London Interbank Offered Rate (“LIBOR”) is scheduled to be discontinued on December 31, 2021. In an effort to address the various challenges created by such discontinuance, the FASB issued an amendment to existing guidance, ASU No. 2020-04, " Reference Rate Reform ." The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the guidance in the amendment is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2022. The Company expects no material impact as a result of reference rate reform and the new guidance on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below summarizes the unaudited preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Pet Supplies Plus Acquisition as of March 10, 2021. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in an adjustment to the preliminary values presented below. In the nine months ended September 25, 2021, the preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed were adjusted, which resulted in an increase in goodwill of $0.6 million. The increase was primarily due to a $0.5 million increase of franchise fees receivable and $0.1 million of prepaid expenses. The Company expects to complete the purchase price allocation as soon as reasonably possible but not to exceed one year from the date of completion of the Pet Supplies Plus Acquisition. (In thousands) Preliminary Cash and cash equivalents $ 2,131 Other current assets 39,844 Inventories, net 118,600 Property, equipment and software, net 75,616 Goodwill 335,690 Operating lease right-of-use assets 151,243 Other intangible assets, net 205,800 Other non-current assets 6,393 Total assets 935,317 Current operating lease liabilities 25,405 Accounts payable and accrued expenses 82,071 Other current liabilities 1,705 Current installments of long-term obligations 3,507 Long-term obligations, excluding current installments 247,458 Non-current operating lease liabilities 114,292 Other long-term liabilities 9,761 Total liabilities 484,199 Consideration transferred $ 451,118 (In thousands) Preliminary Cash and cash equivalents $ 6 Other current assets 96 Inventories, net 6,450 Property, equipment and software, net 2,934 Goodwill 3,293 Operating lease right-of-use assets 26,571 Total assets 39,350 Current operating lease liabilities 2,587 Other current liabilities 299 Non-current operating lease liabilities 22,624 Total liabilities 25,510 Consideration transferred $ 13,840 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the Pet Supplies Plus and American Freight acquisitions as if they had occurred on December 28, 2019. Pro forma (Unaudited) Three Months Ended Nine Months Ended (In thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Revenue $ 828,826 $ 750,094 $ 2,506,519 $ 2,187,416 Net income $ 35,999 $ 6,167 $ 92,974 $ (38,583) Basic net income per share $ 0.84 $ 0.15 $ 2.16 $ (1.19) Diluted net income per share $ 0.83 $ 0.15 $ 2.12 $ (1.19) |
Divestitures (Tables)
Divestitures (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following is a summary of the major categories of assets and liabilities for the Liberty Tax business. The balances for all periods prior to the sale are included in assets and liabilities held for sale in the Condensed Consolidated Balance Sheet. Assets September 25, 2021 December 26, 2020 (In thousands) Current assets: Cash and cash equivalents $ — $ 2,722 Current receivables, net — 33,525 Other current assets — 6,776 Total current assets — 43,023 Property, equipment, and software, net — 7,634 Non-current receivables, net — 3,889 Goodwill — 8,719 Intangible assets, net — 24,804 Operating lease right-of-use assets — 8,771 Other non-current assets — 1,299 Total assets held for sale $ — $ 98,139 Liabilities and Stockholders' Equity Current liabilities: Current installments of long-term obligations $ — $ 1,335 Current operating lease liabilities — 4,658 Accounts payable and accrued expenses — 20,200 Other current liabilities — 14,383 Total current liabilities — 40,576 Long-term obligations, excluding current installments — 1,711 Non-current operating lease liabilities — 4,738 Other non-current liabilities — 2,330 Total liabilities held for sale $ — $ 49,355 The following is a Condensed Consolidated Statement of Operations for the Liberty Tax business. The amounts for all periods are included in "Income (loss) from discontinued operations, net of tax" in the Company's Condensed Consolidated Statements of Operations. Three Months Ended Nine Months Ended (In thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Revenue $ 493 $ 13,300 $ 107,486 $ 117,992 Selling, general, and administrative expenses 6,886 18,657 64,672 77,871 Income from operations (6,393) (5,357) 42,814 40,121 Other expense: Gain on sale of discontinued operation 173,699 — 173,699 — Other (3) 16 165 1 Interest expense, net (3) 6 (4) (4,983) Income before income taxes 167,300 (5,335) 216,674 35,139 Income tax expense 39,228 (1,464) 40,240 6,656 Net Income 128,072 (3,871) 176,434 28,483 Less: Net (income) attributable to non-controlling interest — — — 11,791 Net income attributable to discontinued operations $ 128,072 $ (3,871) $ 176,434 $ 40,274 The following is the operating and investing activities for the Liberty Tax business. These amounts are included in the Company's Condensed Consolidated Statement of Cash Flows. Nine Months Ended (In thousands) September 25, 2021 September 26, 2020 Cash flows provided by operating activities from discontinued operations $ 39,334 $ 46,709 Cash flows provided by investing activities from discontinued operations $ 173,633 $ 13,066 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 25, 2021 are as follows: Vitamin Shoppe American Freight Pet Supplies Plus Buddy's Total Balance as of December 26, 2020 1,277 367,882 — 79,099 448,258 Acquisitions — 3,493 335,690 — 339,183 Balance as of September 25, 2021 $ 1,277 $ 371,375 $ 335,690 $ 79,099 $ 787,441 |
Schedule of the amortizable other intangible assets | Components of intangible assets as of September 25, 2021 and December 26, 2020 were as follows: September 25, 2021 (In thousands) Gross Accumulated Net Indefinite lived tradenames 197,700 — 197,700 Franchise agreements 77,600 (4,791) 72,809 Customer contracts 42,414 (4,302) 38,112 Reacquired rights 566 (282) 284 Total intangible assets $ 318,280 $ (9,375) $ 308,905 December 26, 2020 (In thousands) Gross carrying amount Accumulated amortization Net carrying amount Indefinite lived tradenames $ 93,300 $ — $ 93,300 Customer contracts 8,781 (2,159) 6,622 Franchise agreements 10,500 (1,546) 8,954 Reacquired rights 1,478 (462) 1,016 Total intangible assets $ 114,059 $ (4,167) $ 109,892 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term obligations at September 25, 2021 and December 26, 2020 were as follows: (In thousands) September 25, 2021 December 26, 2020 Revolving credit facilities $ — $ 78,310 Term loan, net of debt issuance costs 1,070,167 491,836 Finance lease liabilities 4,162 851 Total long-term obligations 1,074,329 570,997 Less current installments 1,420 104,053 Total long-term obligations, excluding current installments, net $ 1,072,909 $ 466,944 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 9 Months Ended |
Sep. 25, 2021 | Sep. 25, 2021 | |
Equity [Abstract] | ||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive loss, which were from the Company's Liberty Tax business, as of September 25, 2021 and December 26, 2020 were as follows: (In thousands) September 25, 2021 December 26, 2020 Foreign currency adjustment $ — $ (1,254) Interest rate swap agreements, net of tax — (145) Total accumulated other comprehensive loss $ — $ (1,399) | |
Schedule of computation of basic and diluted net income (loss) per share | The following table sets forth the calculations of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended (In thousands, except for share and per share amounts) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Net income (loss) from continuing operations attributable to Franchise Group $ 35,998 $ (4,726) $ 40,185 $ (11,005) Less: Preferred dividend declared (2,128) (169) (6,384) (169) Adjusted net income (loss) from continuing operations available to Common Stockholders 33,870 (4,895) 33,801 (11,174) Net income from discontinued operations attributable to Franchise Group 128,072 (3,871) 176,434 40,274 Adjusted net income (loss) available to Common Stockholders $ 161,942 $ (8,766) $ 210,235 $ 29,100 Weighted-average common stock outstanding 40,229,232 39,692,384 40,171,458 32,679,576 Net dilutive effect of stock options and restricted stock 744,504 — 759,965 — Weighted-average diluted shares outstanding 40,973,736 39,692,384 40,931,423 32,679,576 Basic net income (loss) per share: Continuing operations $ 0.84 $ (0.12) $ 0.84 $ (0.34) Discontinued operations 3.18 (0.10) 4.39 1.23 Basic net income per share $ 4.02 $ (0.22) $ 5.23 $ 0.89 Diluted net income (loss) per share: Continuing operations $ 0.83 $ (0.12) $ 0.83 $ (0.34) Discontinued operations 3.13 (0.10) 4.31 1.23 Diluted net income per share $ 3.96 $ (0.22) $ 5.14 $ 0.89 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 3 Months Ended |
Sep. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of information about stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at September 25, 2021: Options Outstanding Options Exercisable Range of exercise prices Number Weighted average exercise price Weighted average remaining contractual life (in years) Number Weighted average exercise price $0.00 - $10.89 204,500 $ 8.80 3.8 204,500 $ 8.80 $10.90 - $12.01 150,721 11.98 2.5 150,721 11.98 355,221 $ 10.15 355,221 $ 10.15 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | nine months ended September 25, 2021: Number of restricted stock units Weighted average fair value at grant date Balance as of December 26, 2020 296,147 $ 20.51 Granted 120,952 35.72 Vested (101,503) 22.56 Canceled (2,342) 12.22 Balance as of September 25, 2021 313,254 $ 25.78 |
Schedule of stock option activity | Stock option activity during the nine months ended September 25, 2021 was as follows: Number of Weighted Outstanding as of December 26, 2020 391,409 $ 10.19 Exercised (36,188) 10.66 Expired or forfeited — — Outstanding as of September 25, 2021 355,221 $ 10.15 |
Schedule of nonvested (options that did not vest in the period in which granted) stock option activity | Nonvested stock options activity during the nine months ended September 25, 2021 was as follows: Nonvested Weighted Outstanding as of December 26, 2020 63,334 $ 8.83 Vested (63,334) 8.83 Expired or forfeited — — Outstanding as of September 25, 2021 — $ — |
Organization and Significant _3
Organization and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Jul. 02, 2021 | Feb. 21, 2021 | Dec. 26, 2020 | |
Geographical concentration | |||||||
Deferred Revenue | $ 35,472 | $ 35,472 | $ 24,097 | ||||
Intangible Assets, Net (Excluding Goodwill) | 308,905 | 308,905 | 109,892 | ||||
Assets | 2,831,584 | 2,831,584 | 1,847,912 | ||||
Deferred Revenue, Current | 34,095 | 34,095 | 25,174 | ||||
Liabilities | 2,192,102 | 2,192,102 | 1,462,745 | ||||
Retained Earnings (Accumulated Deficit) | 167,630 | 167,630 | 3,769 | ||||
Stockholders' Equity Attributable to Parent | 639,482 | 639,482 | 385,167 | ||||
Liabilities and Equity | 2,831,584 | 2,831,584 | $ 1,847,912 | ||||
General and Administrative Expense | 276,714 | $ 209,537 | 780,416 | $ 619,799 | |||
Operating Income (Loss) | 54,763 | 24,680 | 165,895 | 36,612 | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 20,479 | (2,835) | 24,585 | (47,341) | |||
Income Tax Expense (Benefit) | (15,519) | 1,891 | (15,600) | (50,217) | |||
Net Income (Loss) Attributable to Parent | 164,070 | (8,597) | 216,619 | 29,269 | |||
Revenues | $ 828,826 | $ 537,692 | $ 2,312,929 | $ 1,538,193 | |||
Discontinued Operations, Held-for-sale | Liberty Tax Segment | |||||||
Geographical concentration | |||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 241,000 | ||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 5,700 |
Acquisition (Details)
Acquisition (Details) $ / shares in Units, $ in Thousands | Mar. 27, 2021USD ($) | Mar. 10, 2021USD ($) | Dec. 27, 2020USD ($)business | Feb. 14, 2020USD ($) | Sep. 25, 2021USD ($)$ / shares | Sep. 26, 2020USD ($)$ / shares | Sep. 25, 2021USD ($)$ / shares | Sep. 26, 2020USD ($)$ / shares | Dec. 26, 2020USD ($) |
Revenues | $ 828,826 | $ 537,692 | $ 2,312,929 | $ 1,538,193 | |||||
Net Income (Loss) Attributable to Parent | 164,070 | (8,597) | 216,619 | 29,269 | |||||
Goodwill | 787,441 | 787,441 | $ 448,258 | ||||||
Long-term Debt, Current Maturities | 1,420 | 1,420 | 104,053 | ||||||
Long-term Debt, Excluding Current Maturities | 1,072,909 | 1,072,909 | $ 466,944 | ||||||
Finance Lease, Right-of-Use Asset, before Accumulated Amortization | $ 1,700 | ||||||||
Business Acquisition, Pro Forma Revenue | 828,826 | 750,094 | 2,506,519 | 2,187,416 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 35,999 | $ 6,167 | $ 92,974 | $ (38,583) | |||||
Basic Earnings Per Share, Pro Forma | $ / shares | $ 0.84 | $ 0.15 | $ 2.16 | $ (1.19) | |||||
Diluted Earnings Per Share Pro Forma | $ / shares | $ 0.83 | $ 0.15 | $ 2.12 | $ (1.19) | |||||
Pet Supplies Plus | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 2,131 | ||||||||
Adjustment, Lease Right of Use | 12,400 | ||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 205,800 | ||||||||
Business Combination, Consideration Transferred | 451,100 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 39,844 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 118,600 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 75,616 | ||||||||
Goodwill | 335,690 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right-Of-Use Asset | 151,243 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 6,393 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 935,317 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 25,405 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 82,071 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,705 | ||||||||
Long-term Debt, Current Maturities | 3,507 | ||||||||
Long-term Debt, Excluding Current Maturities | 247,458 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 114,292 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 9,761 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 484,199 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 451,118 | ||||||||
Business Combination, Acquisition Related Costs | $ 5,500 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restricted Cash | 400 | ||||||||
Goodwill, Change in Goodwill Allocation, Description | 0.6 | ||||||||
FFO | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 6 | ||||||||
Adjustment, Lease Right of Use | 1,400 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 96 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 6,450 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,934 | ||||||||
Goodwill | 3,293 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right-Of-Use Asset | 26,571 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 39,350 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Current | 2,587 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 299 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Operating Lease, Liability, Noncurrent | 22,624 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 25,510 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 13,840 | ||||||||
Business Combination, Acquisition Related Costs | $ 400 | ||||||||
Payments to Acquire Businesses, Gross | $ 13,800 | ||||||||
Number of Businesses Acquired | business | 31 | ||||||||
American Freight [Member] | |||||||||
Business Combination, Consideration Transferred | $ 357,300 | ||||||||
Leasehold Improvements [Member] | Pet Supplies Plus | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,500 | ||||||||
Leasehold Improvements [Member] | FFO | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 2,500 | ||||||||
Furniture, Fixtures, And Equipment [Member] | Pet Supplies Plus | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 37,000 | ||||||||
Furniture, Fixtures, And Equipment [Member] | FFO | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 400 | ||||||||
Construction in Progress [Member] | Pet Supplies Plus | |||||||||
Machinery and Equipment, Gross | 3,500 | ||||||||
Trade Names [Member] | Pet Supplies Plus | |||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 104,400 | ||||||||
Franchise Rights [Member] | Pet Supplies Plus | |||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 67,100 | ||||||||
Customer Relationships | Pet Supplies Plus | |||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 34,300 |
Divestitures - Narrative (Detai
Divestitures - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Feb. 21, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Jul. 02, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (Loss) on Disposition of Business | $ 173,699 | $ 0 | ||
Liberty Tax Segment | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 241,000 | |||
Proceeds from Divestiture of Businesses | $ 181,200 | |||
Disposal Group, Including Discontinued Operation, Consideration, Number Of Proportional Voting Shares, Shares (at least) (in shares) | 59.7 | |||
Gain (Loss) on Disposition of Business | $ 173,700 | |||
Business Acquisition, Transaction Costs | $ 5,700 |
Divestitures - Summary of the M
Divestitures - Summary of the Major Categories of Assets and Liabilities (Details) - Liberty Tax [Member] - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands | Sep. 25, 2021 | Mar. 27, 2021 | Dec. 26, 2020 | Sep. 26, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 0 | $ 0 | $ 2,722 | $ 6,517 |
Current receivables, net | 0 | 33,525 | ||
Other current assets | 0 | 6,776 | ||
Total current assets | 0 | 43,023 | ||
Property, equipment, and software, net | 0 | 7,634 | ||
Non-current receivables, net | 0 | 3,889 | ||
Goodwill | 0 | 8,719 | ||
Intangible assets, net | 0 | 24,804 | ||
Operating lease right-of-use assets | 0 | 8,771 | ||
Other non-current assets | 0 | 1,299 | ||
Total assets held for sale | 0 | 98,139 | ||
Current liabilities: | ||||
Current installments of long-term obligations | 0 | 1,335 | ||
Current operating lease liabilities | 0 | 4,658 | ||
Accounts payable and accrued expenses | 0 | 20,200 | ||
Other current liabilities | 0 | 14,383 | ||
Total current liabilities | 0 | 40,576 | ||
Long-term obligations, excluding current installments | 0 | 1,711 | ||
Non-current operating lease liabilities | 0 | 4,738 | ||
Other non-current liabilities | 0 | 2,330 | ||
Total liabilities held for sale | $ 0 | $ 49,355 |
Divestitures - Summary of State
Divestitures - Summary of Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of tax | $ 128,072 | $ (3,871) | $ 176,434 | $ 28,483 |
Net income (loss) from discontinued operations | 128,072 | (3,871) | 176,434 | 40,274 |
Discontinued Operations, Held-for-sale | Liberty Tax [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 493 | 13,300 | 107,486 | 117,992 |
Selling, general, and administrative expenses | 6,886 | 18,657 | 64,672 | 77,871 |
Income from operations | (6,393) | (5,357) | 42,814 | 40,121 |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 173,699 | 0 | 173,699 | 0 |
Other | (3) | 16 | 165 | 1 |
Interest expense, net | (3) | 6 | (4) | (4,983) |
Income before income taxes | 167,300 | (5,335) | 216,674 | 35,139 |
Income tax expense | 39,228 | (1,464) | 40,240 | 6,656 |
Income (loss) from discontinued operations, net of tax | 128,072 | (3,871) | 176,434 | 28,483 |
Less: Net (income) attributable to non-controlling interest | 0 | 0 | 0 | 11,791 |
Net income (loss) from discontinued operations | $ 128,072 | $ (3,871) | $ 176,434 | $ 40,274 |
Divestitures - Summary of Cash
Divestitures - Summary of Cash Flow Information (Details) - Discontinued Operations, Held-for-sale - Liberty Tax [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash flows provided by operating activities from discontinued operations | $ 39,334 | $ 46,709 |
Cash flows provided by investing activities from discontinued operations | $ 173,633 | $ 13,066 |
Accounts and Notes Receivables
Accounts and Notes Receivables (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Schedule of Activity Related to Notes Receivable | ||
Accounts and Other Receivables, Net, Current | $ 68,837 | $ 38,444 |
Revenue Revenue (Details)
Revenue Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Revenues | $ 828,826 | $ 537,692 | $ 2,312,929 | $ 1,538,193 | |
Revenues: | |||||
Deferred Revenue | 35,472 | 35,472 | $ 24,097 | ||
Deferred Revenue, Noncurrent | 12,682 | 12,682 | 1,519 | ||
Accounts and Other Receivables, Net, Current | 68,837 | 68,837 | 38,444 | ||
Financing Receivable, before Allowance for Credit Loss | 13,600 | 13,600 | 28,240 | ||
Deferred Revenue | 35,472 | 35,472 | $ 24,097 | ||
Vitamin Shoppe [Member] | |||||
Revenues | 300,813 | 266,965 | 898,108 | 780,588 | |
Revenues: | |||||
Lease Income | 0 | 0 | 0 | 0 | |
American Freight [Member] | |||||
Revenues | 223,591 | 245,212 | 750,914 | 682,386 | |
Revenues: | |||||
Lease Income | 0 | 0 | 0 | 0 | |
Pet Supplies Plus | |||||
Revenues | 286,643 | 0 | 613,712 | 0 | |
Revenues: | |||||
Lease Income | 0 | 0 | 0 | 0 | |
Buddy's [Member] | |||||
Revenues | 17,779 | 25,515 | 50,195 | 75,219 | |
Revenues: | |||||
Lease Income | 8,327 | 17,404 | 26,077 | 51,000 | |
Retail [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 300,721 | 266,965 | 897,934 | 780,588 | |
Retail [Member] | American Freight [Member] | |||||
Revenues | 207,660 | 231,959 | 686,194 | 655,311 | |
Retail [Member] | Pet Supplies Plus | |||||
Revenues | 162,931 | 0 | 351,147 | 0 | |
Retail [Member] | Buddy's [Member] | |||||
Revenues | 784 | 1,538 | 3,221 | 4,778 | |
Wholesale | Vitamin Shoppe [Member] | |||||
Revenues | 0 | 0 | |||
Wholesale | American Freight [Member] | |||||
Revenues | 617 | 617 | |||
Wholesale | Pet Supplies Plus | |||||
Revenues | 109,895 | 233,080 | |||
Wholesale | Buddy's [Member] | |||||
Revenues | 0 | 0 | |||
Product [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 300,721 | 266,965 | 897,934 | 780,588 | |
Product [Member] | American Freight [Member] | |||||
Revenues | 208,277 | 231,959 | 686,811 | 655,311 | |
Product [Member] | Pet Supplies Plus | |||||
Revenues | 272,826 | 0 | 584,227 | 0 | |
Product [Member] | Buddy's [Member] | |||||
Revenues | 784 | 1,538 | 3,221 | 4,778 | |
Royalties and Advertising [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 92 | 174 | |||
Royalties and Advertising [Member] | American Freight [Member] | |||||
Revenues | 427 | 0 | 838 | 0 | |
Royalties and Advertising [Member] | Pet Supplies Plus | |||||
Revenues | 5,937 | 0 | 12,664 | 0 | |
Royalties and Advertising [Member] | Buddy's [Member] | |||||
Revenues | 3,591 | 2,517 | 10,772 | 7,346 | |
Financial Service [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 0 | 0 | |||
Financial Service [Member] | American Freight [Member] | |||||
Revenues | 10,808 | 6,775 | 31,338 | 8,066 | |
Financial Service [Member] | Pet Supplies Plus | |||||
Revenues | 0 | 0 | |||
Financial Service [Member] | Buddy's [Member] | |||||
Revenues | 0 | 0 | |||
Membership [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 0 | 0 | |||
Membership [Member] | American Freight [Member] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Membership [Member] | Pet Supplies Plus | |||||
Revenues | 0 | 0 | 0 | 0 | |
Membership [Member] | Buddy's [Member] | |||||
Revenues | 1,618 | 3,436 | 5,140 | 10,124 | |
Warranty [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 0 | 0 | |||
Warranty [Member] | American Freight [Member] | |||||
Revenues | 416 | 4,775 | 19,914 | 13,754 | |
Warranty [Member] | Pet Supplies Plus | |||||
Revenues | 0 | 0 | |||
Warranty [Member] | Buddy's [Member] | |||||
Revenues | 0 | 0 | |||
Service, Other [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Service, Other [Member] | American Freight [Member] | |||||
Revenues | 3,376 | 1,388 | 11,141 | 4,268 | |
Service, Other [Member] | Pet Supplies Plus | |||||
Revenues | 7,540 | 0 | 16,154 | 0 | |
Service, Other [Member] | Buddy's [Member] | |||||
Revenues | 3,440 | 612 | 4,945 | 1,951 | |
Service [Member] | Vitamin Shoppe [Member] | |||||
Revenues | 92 | 0 | 174 | 0 | |
Service [Member] | American Freight [Member] | |||||
Revenues | 15,314 | 13,253 | 64,103 | 27,075 | |
Service [Member] | Pet Supplies Plus | |||||
Revenues | 13,817 | 0 | 29,485 | 0 | |
Service [Member] | Buddy's [Member] | |||||
Revenues | $ 8,668 | $ 6,573 | $ 20,897 | $ 19,441 |
Revenue Revenue (Details 1)
Revenue Revenue (Details 1) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Deferred Revenue | $ 35,472 | $ 24,097 |
Revenue Revenue (Details 2)
Revenue Revenue (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Revenues | $ 828,826 | $ 537,692 | $ 2,312,929 | $ 1,538,193 |
Vitamin Shoppe [Member] | ||||
Revenues | 300,813 | 266,965 | 898,108 | 780,588 |
Lease Income | 0 | 0 | 0 | 0 |
Vitamin Shoppe [Member] | Product [Member] | ||||
Revenues | 300,721 | 266,965 | 897,934 | 780,588 |
Vitamin Shoppe [Member] | Franchise [Member] | ||||
Revenues | 0 | 0 | ||
Vitamin Shoppe [Member] | Royalties and Advertising [Member] | ||||
Revenues | 92 | 174 | ||
Vitamin Shoppe [Member] | Financial Service [Member] | ||||
Revenues | 0 | 0 | ||
Vitamin Shoppe [Member] | Membership [Member] | ||||
Revenues | 0 | 0 | ||
Vitamin Shoppe [Member] | Service, Other [Member] | ||||
Revenues | 0 | 0 | 0 | 0 |
Vitamin Shoppe [Member] | Service [Member] | ||||
Revenues | 92 | 0 | 174 | 0 |
Vitamin Shoppe [Member] | Retail [Member] | ||||
Revenues | 300,721 | 266,965 | 897,934 | 780,588 |
Vitamin Shoppe [Member] | Warranty [Member] | ||||
Revenues | 0 | 0 | ||
American Freight [Member] | ||||
Revenues | 223,591 | 245,212 | 750,914 | 682,386 |
Lease Income | 0 | 0 | 0 | 0 |
Interest income | 287 | 315 | 872 | 987 |
American Freight [Member] | Product [Member] | ||||
Revenues | 208,277 | 231,959 | 686,811 | 655,311 |
American Freight [Member] | Franchise [Member] | ||||
Revenues | 0 | 0 | ||
American Freight [Member] | Royalties and Advertising [Member] | ||||
Revenues | 427 | 0 | 838 | 0 |
American Freight [Member] | Financial Service [Member] | ||||
Revenues | 10,808 | 6,775 | 31,338 | 8,066 |
American Freight [Member] | Membership [Member] | ||||
Revenues | 0 | 0 | 0 | 0 |
American Freight [Member] | Service, Other [Member] | ||||
Revenues | 3,376 | 1,388 | 11,141 | 4,268 |
American Freight [Member] | Service [Member] | ||||
Revenues | 15,314 | 13,253 | 64,103 | 27,075 |
American Freight [Member] | Retail [Member] | ||||
Revenues | 207,660 | 231,959 | 686,194 | 655,311 |
American Freight [Member] | Warranty [Member] | ||||
Revenues | 416 | 4,775 | 19,914 | 13,754 |
Buddy's [Member] | ||||
Revenues | 17,779 | 25,515 | 50,195 | 75,219 |
Lease Income | 8,327 | 17,404 | 26,077 | 51,000 |
Buddy's [Member] | Product [Member] | ||||
Revenues | 784 | 1,538 | 3,221 | 4,778 |
Buddy's [Member] | Franchise [Member] | ||||
Revenues | 19 | 8 | 40 | 20 |
Buddy's [Member] | Royalties and Advertising [Member] | ||||
Revenues | 3,591 | 2,517 | 10,772 | 7,346 |
Buddy's [Member] | Financial Service [Member] | ||||
Revenues | 0 | 0 | ||
Buddy's [Member] | Membership [Member] | ||||
Revenues | 1,618 | 3,436 | 5,140 | 10,124 |
Buddy's [Member] | Service, Other [Member] | ||||
Revenues | 3,440 | 612 | 4,945 | 1,951 |
Buddy's [Member] | Service [Member] | ||||
Revenues | 8,668 | 6,573 | 20,897 | 19,441 |
Buddy's [Member] | Retail [Member] | ||||
Revenues | 784 | 1,538 | 3,221 | 4,778 |
Buddy's [Member] | Warranty [Member] | ||||
Revenues | 0 | 0 | ||
Pet Supplies Plus | ||||
Revenues | 286,643 | 0 | 613,712 | 0 |
Lease Income | 0 | 0 | 0 | 0 |
Interest income | 71 | 156 | ||
Pet Supplies Plus | Product [Member] | ||||
Revenues | 272,826 | 0 | 584,227 | 0 |
Pet Supplies Plus | Franchise [Member] | ||||
Revenues | 269 | 511 | ||
Pet Supplies Plus | Royalties and Advertising [Member] | ||||
Revenues | 5,937 | 0 | 12,664 | 0 |
Pet Supplies Plus | Financial Service [Member] | ||||
Revenues | 0 | 0 | ||
Pet Supplies Plus | Membership [Member] | ||||
Revenues | 0 | 0 | 0 | 0 |
Pet Supplies Plus | Service, Other [Member] | ||||
Revenues | 7,540 | 0 | 16,154 | 0 |
Pet Supplies Plus | Service [Member] | ||||
Revenues | 13,817 | 0 | 29,485 | 0 |
Pet Supplies Plus | Retail [Member] | ||||
Revenues | 162,931 | $ 0 | 351,147 | $ 0 |
Pet Supplies Plus | Warranty [Member] | ||||
Revenues | $ 0 | $ 0 |
Revenue Revenue 3 (Details)
Revenue Revenue 3 (Details) | Sep. 25, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-24 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-12-23 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-12-27 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 4 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-12-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years |
Changes in the Carrying Amount
Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Dec. 26, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Acquired in Acquisition | $ 339,183 | |
ERROR in label resolution. | 318,280 | $ 114,059 |
Finite-Lived Intangible Assets, Accumulated Amortization | (9,375) | (4,167) |
Intangible Assets, Net (Excluding Goodwill) | 308,905 | 109,892 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
ERROR in label resolution. | 197,700 | 93,300 |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Intangible Assets, Net (Excluding Goodwill) | 197,700 | 93,300 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
ERROR in label resolution. | 77,600 | 10,500 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,546) | |
Intangible Assets, Net (Excluding Goodwill) | 8,954 | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
ERROR in label resolution. | 42,414 | 8,781 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,302) | (2,159) |
Intangible Assets, Net (Excluding Goodwill) | 38,112 | $ 6,622 |
Pet Supplies Plus | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Acquired in Acquisition | $ 335,690 |
Components of Intangible Assets
Components of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 25, 2021 | Mar. 10, 2021 | Dec. 26, 2020 | |
Amortizable other intangible assets: | |||
Gross carrying amount | $ 318,280 | $ 114,059 | |
Accumulated amortization | (9,375) | (4,167) | |
Net carrying amount | 308,905 | 109,892 | |
Goodwill | 787,441 | 448,258 | |
Goodwill, Acquired in Acquisition | 339,183 | ||
Trade Names [Member] | |||
Amortizable other intangible assets: | |||
Gross carrying amount | 197,700 | 93,300 | |
Accumulated amortization | 0 | 0 | |
Net carrying amount | 197,700 | 93,300 | |
Franchise Agreements [Member] | |||
Amortizable other intangible assets: | |||
Accumulated amortization | (4,791) | ||
Net carrying amount | 72,809 | ||
Noncompete Agreements [Member] | |||
Amortizable other intangible assets: | |||
Gross carrying amount | 77,600 | 10,500 | |
Accumulated amortization | (1,546) | ||
Net carrying amount | 8,954 | ||
Reacquired rights | |||
Amortizable other intangible assets: | |||
Gross carrying amount | 566 | 1,478 | |
Accumulated amortization | (282) | (462) | |
Net carrying amount | 284 | 1,016 | |
Customer Contracts [Member] | |||
Amortizable other intangible assets: | |||
Gross carrying amount | 42,414 | 8,781 | |
Accumulated amortization | (4,302) | (2,159) | |
Net carrying amount | 38,112 | $ 6,622 | |
American Freight [Member] | |||
Amortizable other intangible assets: | |||
Goodwill, Acquired in Acquisition | 3,493 | ||
Pet Supplies Plus | |||
Amortizable other intangible assets: | |||
Goodwill | $ 335,690 | ||
Goodwill, Acquired in Acquisition | 335,690 | ||
Buddy's [Member] | |||
Amortizable other intangible assets: | |||
Goodwill, Acquired in Acquisition | 0 | ||
Buddy's [Member] | |||
Amortizable other intangible assets: | |||
Goodwill, Acquired in Acquisition | $ 0 |
Long-Term Obligations (Details)
Long-Term Obligations (Details) - USD ($) | Jul. 02, 2021 | Mar. 10, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 |
Credit facility | |||||
Current Installments of Long-Term Obligation | $ 1,420,000 | $ 104,053,000 | |||
Long-term obligations, excluding current installments, net | 1,072,909,000 | 466,944,000 | |||
Long-term Debt and Lease Obligation, Including Current Maturities | 1,074,329,000 | 570,997,000 | |||
Prepayment penalty for early debt extinguishment | 36,726,000 | $ 0 | |||
Repayments of Debt | $ 182,100,000 | ||||
Loans [Member] | |||||
Credit facility | |||||
Debt Instrument, Repurchased Face Amount | $ 527,400,000 | ||||
Revolver | |||||
Credit facility | |||||
Total debt | 0 | 78,310,000 | |||
Term loan | |||||
Credit facility | |||||
Total debt | 1,070,167,000 | 491,836,000 | |||
Debt Instrument, Repurchased Face Amount | 37,000,000 | ||||
Finance Lease Liability [Member] | |||||
Credit facility | |||||
Total debt | $ 4,162,000 | $ 851,000 | |||
Senior Secured Notes, First Lien Credit Agreement | |||||
Credit facility | |||||
Debt Issuance Costs, Written-Off | 20,100,000 | ||||
Senior Secured Notes, First Lien Credit Agreement | Term loan | |||||
Credit facility | |||||
Debt Instrument, Periodic Payment | 2,500,000 | ||||
Debt Instrument, Face Amount | $ 1,000,000,000 | ||||
Debt Instrument, Covenant, Event Of Default, Additional Interest, If Criteria Met, Percentage | 2.00% | ||||
Senior Secured Notes, Second Lien Credit Agreement | Term loan | |||||
Credit facility | |||||
Debt Instrument, Face Amount | $ 300 | ||||
Debt Instrument, Covenant, Prepayment Criteria, Percentage Of Excess Cash Flow On Annual Basis | 50.00% | ||||
Debt Instrument, Covenant, Leverage-Based Step-down One | 25.00% | ||||
Debt Instrument, Covenant, Leverage-Based Step-down Two | 0.00% | ||||
Debt Instrument, Covenant, Percentage Of Net Cash Proceeds Of Certain Other Customary Events | 100.00% | ||||
Third Amended And Restated Loan And Security Agreement | Revolver | |||||
Credit facility | |||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Debt Instrument, Face Amount | $ 150,000,000 | ||||
Debt Instrument, Covenant, Event Of Default, Additional Interest, If Criteria Met, Percentage | 2.00% | ||||
Senior Subordinated Notes | Long-term Debt | |||||
Credit facility | |||||
Write off of Deferred Debt Issuance Cost | $ 36,700,000 | ||||
Senior Subordinated Notes | Long-term Debt | one-month London Inter-Bank Offered Rate (LIBOR) | |||||
Credit facility | |||||
Debt Instrument, Currency | 1.75 | ||||
Senior Lien | |||||
Credit facility | |||||
Debt Issuance Costs, Written-Off | $ 8,100,000 | ||||
Senior Lien | Interest Rate Floor | |||||
Credit facility | |||||
Debt Instrument, Floor Of Variable Rate Basis | 8.50% | ||||
Senior Lien | Term loan | Interest Rate Floor | |||||
Credit facility | |||||
Debt Instrument, Floor Of Variable Rate Basis | 8.50% | ||||
First Lien Term Loan Credit Facility | Interest Rate Floor | |||||
Credit facility | |||||
Interest rate margin (as a percent) | 5.50% | ||||
Credit facility | Vitamin Shoppe Credit Facility [Member] | |||||
Credit facility | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 43,000,000 | ||||
Debt Issuance Costs, Written-Off | $ 1,200,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Jul. 10, 2019 | Dec. 26, 2020 |
Tax Receivable Agreement, Payment to Non-controlling Holders | 40.00% | |
CARES Act, Income Tax Benefit [Member] | ||
Current Income Tax Expense (Benefit) | $ 52.3 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jan. 14, 2021 | Jan. 11, 2021 | Dec. 26, 2020 | Apr. 01, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Mar. 28, 2020 | Sep. 25, 2021 | Sep. 26, 2020 |
Stockholders' Equity | |||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 161,942,000 | $ (8,766,000) | $ 210,235,000 | $ 29,100,000 | |||||
Weighted Average Number of Shares Outstanding, Basic | 40,229,232 | 39,692,384 | 40,171,458 | 32,679,576 | |||||
Stock Redeemed or Called During Period, Shares | 3,937,726 | ||||||||
Preferred Stock, redeemed for Common, Shares | 787,545 | ||||||||
Weighted Average Number of Shares Outstanding, Diluted | 40,973,736 | 39,692,384 | 40,931,423 | 32,679,576 | |||||
Total diluted earnings per share | $ 3.96 | $ (0.22) | $ 5.14 | $ 0.89 | |||||
Proceeds from Stock Options Exercised | $ 386,000 | $ 520,000 | |||||||
Unrealized Gain (Loss) on Derivatives | $ (145,000) | $ 0 | |||||||
Net income (loss) from continuing operations | 35,998,000 | $ (4,726,000) | 40,185,000 | (11,005,000) | |||||
Dividends, Preferred Stock | (2,128,000) | (169,000) | (6,384,000) | (169,000) | |||||
Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic | 33,870,000 | $ (4,895,000) | 33,801,000 | (11,174,000) | |||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (1,254,000) | 0 | 0 | ||||||
Stock-based compensation expense - equity awards | 9,561,000 | $ 6,294,000 | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (1,399,000) | $ 0 | $ 0 | ||||||
Continuing operations | $ 0.84 | $ (0.12) | $ 0.84 | $ (0.34) | |||||
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share | 3.18 | (0.10) | 4.39 | 1.23 | |||||
Antidilutive securities | |||||||||
Adjustments to Additional Paid in Capital, Other | $ 10 | ||||||||
Total basic earnings per share | $ 4.02 | $ (0.22) | $ 5.23 | $ 0.89 | |||||
Net income (loss) from discontinued operations | $ 128,072,000 | $ (3,871,000) | $ 176,434,000 | $ 40,274,000 | |||||
Preferred Stock, Shares Issued | 4,541,125 | 4,541,125 | 4,541,125 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Issuance of preferred stock | $ 79,542,000 | $ 28,366,000 | |||||||
Incremental Common Shares Attributable to Dilutive Effect of Options and Restricted Stock Units | 744,504 | 0 | 759,965 | 0 | |||||
Continuing operations | $ 0.83 | $ (0.12) | $ 0.83 | $ (0.34) | |||||
Discontinued operations | $ 3.13 | (0.10) | $ 4.31 | 1.23 | |||||
Class A common stock | |||||||||
Stockholders' Equity | |||||||||
Common Stock, Value, Issued | $ 401,000 | $ 402,000 | $ 402,000 | ||||||
Net income (loss) from continuing operations | $ 35,998,000 | $ 40,185,000 | |||||||
Earnings Per Share, Basic and Diluted | $ 4.02 | $ (0.22) | $ 5.23 | $ 0.89 | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 40,229,232 | 39,692,384 | 40,171,458 | 32,679,576 | |||||
Series A Preferred Stock | |||||||||
Stockholders' Equity | |||||||||
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | $ 28,366,000 | ||||||||
Series A Preferred Stock | Underwriting Agreement | |||||||||
Antidilutive securities | |||||||||
Issuance of preferred stock | $ 79,500,000 | ||||||||
Payments of Stock Issuance Costs | $ 3,200,000 | ||||||||
Series A Preferred Stock | Underwriting Agreement | B. Riley Securities, Inc. | |||||||||
Antidilutive securities | |||||||||
Share Price | $ 25.20 | ||||||||
Preferred Stock, Shares Issued | 314,934 | 2,976,191 | |||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | ||||||||
Preferred Stock, Term of Purchase Period | 30 days | ||||||||
Preferred Stock, Additional Shares Issued | 446,428 | ||||||||
Remaining New Holdco Units [Member] | |||||||||
Stockholders' Equity | |||||||||
Preferred Stock, redeemed for Common, Shares | 5,495,606 | ||||||||
Preferred Stock, additional shares [Member] | |||||||||
Stockholders' Equity | |||||||||
Preferred Stock, redeemed for Common, Shares | 1,099,121 |
Stock Compensation Plans (Detai
Stock Compensation Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Share-based Payment Arrangement, Option [Member] | ||||
Stock compensation plan | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 10.15 | $ 10.15 | ||
Exercise period | 3 years | |||
Stock option activity, Number of options | ||||
Outstanding at the beginning of the period (in shares) | 355,221 | 355,221 | 391,409 | |
Exercised (in shares) | (36,188) | |||
Canceled (in shares) | 0 | |||
Outstanding at the end of the period (in shares) | 355,221 | 355,221 | ||
Stock option activity, Weighted average exercise price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 10.15 | $ 10.15 | $ 10.19 | |
Exercised (in dollars per share) | 10.66 | |||
Canceled (in dollars per share) | 0 | |||
Outstanding at the end of the period (in dollars per share) | $ 10.15 | $ 10.15 | ||
Share-based Payment Arrangement, Option [Member] | Minimum | ||||
Stock compensation plan | ||||
Exercise period | 4 years | |||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||||
Stock compensation plan | ||||
Exercise period | 5 years | |||
Nonvested Stock Option [Member] | ||||
Nonvested stock option activity, Nonvested options | ||||
Outstanding at the beginning of the period (in shares) | 0 | 0 | 63,334 | |
Vested (in shares) | (63,334) | |||
Canceled (in shares) | 0 | |||
Outstanding at the end of the period (in shares) | 0 | 0 | ||
Nonvested stock option activity, Weighted average exercise price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 0 | $ 0 | $ 8.83 | |
Vested (in dollars per share) | 8.83 | |||
Canceled (in dollars per share) | 0 | |||
Outstanding at the end of the period (in dollars per share) | 0 | $ 0 | ||
Exercise Price, Range Two [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Stock compensation plan | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 6 months | |||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 11.98 | $ 11.98 | ||
Stock option activity, Number of options | ||||
Outstanding at the beginning of the period (in shares) | 150,721 | 150,721 | ||
Outstanding at the end of the period (in shares) | 150,721 | 150,721 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Stock compensation plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 9 | $ 9 | ||
stock awards expense [Member] | ||||
Stock compensation plan | ||||
Share-based Payment Arrangement, Expense | 9,600,000 | $ 6,300,000 | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 9,600,000 | $ 6,300,000 |
Stock Compensation Plans (Det_2
Stock Compensation Plans (Details 2) - Share-based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 25, 2021 | Sep. 25, 2021 | Dec. 26, 2020 | |
Stock options outstanding and exercisable | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 355,221 | 355,221 | 391,409 |
Weighted average exercise price (in dollars per share) | $ 10.15 | $ 10.15 | |
Number of shares exercisable at the end of the period | 355,221 | 355,221 | |
Weighted average exercise price (in dollars per share) | $ 10.15 | $ 10.15 | |
Exercise Price, Range One [Member] | |||
Stock options outstanding and exercisable | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 204,500 | 204,500 | |
Weighted average exercise price (in dollars per share) | $ 8.80 | $ 8.80 | |
Weighted average remaining contractual life | 3 years 9 months 18 days | ||
Number of shares exercisable at the end of the period | 204,500 | 204,500 | |
Weighted average exercise price (in dollars per share) | $ 8.80 | $ 8.80 | |
Exercise Price, Range two | |||
Stock options outstanding and exercisable | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 150,721 | 150,721 | |
Weighted average exercise price (in dollars per share) | $ 11.98 | $ 11.98 | |
Weighted average remaining contractual life | 2 years 6 months | ||
Number of shares exercisable at the end of the period | 150,721 | 150,721 | |
Weighted average exercise price (in dollars per share) | $ 11.98 | $ 11.98 | |
Minimum | |||
Stock options outstanding and exercisable | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 4 years |
Restricted Stock Units (Details
Restricted Stock Units (Details 3) - $ / shares | 9 Months Ended | |
Sep. 25, 2021 | Dec. 26, 2020 | |
Restricted Stock Units | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 120,952 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 313,254 | 296,147 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted, Weighted Average Grant Date Fair Value | $ 35.72 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 101,503 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 22.56 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 2,342 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations, Weighted Average Grant Date Fair Value | $ 12.22 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Grant Date Fair Value | 25.78 | $ 20.51 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted, Weighted Average Grant Date Fair Value | $ 35.72 | |
Performance Shares | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 913,875 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,513,112 | 618,737 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted, Weighted Average Grant Date Fair Value | $ 21.72 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 19,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 14.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations, Weighted Average Grant Date Fair Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Grant Date Fair Value | 19.81 | $ 17 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted, Weighted Average Grant Date Fair Value | $ 21.72 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) $ in Millions | Sep. 25, 2021USD ($) |
NextPoint | |
Assets: | |
Equity Securities, FV-NI | $ 40.9 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 23, 2021 | Jul. 10, 2019 | Sep. 25, 2021 | Jun. 27, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Mar. 10, 2021 | Jan. 15, 2021 |
Related Party Transaction [Line Items] | ||||||||
Increase (Decrease) in Inventories | $ 108,947,000 | $ (79,967,000) | ||||||
Tax Receivable Agreement, Percentage of Tax Benefit | 40.00% | |||||||
Tax Receivable Agreement, Payment to Non-controlling Holders | $ 16,800,000 | $ 16,800,000 | ||||||
Consulting, Underwriting Service Fee | $ 3,000,000 | |||||||
Accounts Payable, Underwriters, Promoters, and Employees | $ 300,000 | |||||||
Vintage RTO, L.P. ownership [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
aggregate voting power | 31.00% | 31.00% | ||||||
Payment to Noncontrolling Holders [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Tax Receivable Agreement, Percentage of Tax Benefit | 40.00% | |||||||
Closing Subscription Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership Interest | 4.00% | 4.00% | ||||||
Revolution Tax Program Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Royalty Income, Nonoperating | $ 200,000 | |||||||
Line of Credit [Member] | Vitamin Shoppe Credit Facility [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 43,000,000 | |||||||
First Lien Term Loan Credit Facility | BRF Finance Co., LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Amount | $ 100,000,000 | |||||||
Senior Unsecured Term Loan Credit Facility | BRF Finance Co., LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from Related Parties | 9,000,000 | |||||||
Line of Credit Facility, Commitment Fee Amount | 300,000,000 | |||||||
Alternative First Lien Facility | BRF Finance Co., LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from Related Parties | 1,000,000 | |||||||
Line of Credit Facility, Commitment Fee Amount | $ 100,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 25, 2021USD ($) |
Property Lease Guarantee | |
Commitments and contingencies | |
Loss Contingency, Estimate of Possible Loss | $ 8.7 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | $ 54,763 | $ 24,680 | $ 165,895 | $ 36,612 | |
Goodwill | 787,441 | 787,441 | $ 448,258 | ||
Assets | 2,831,584 | 2,831,584 | 1,749,773 | ||
Revenues | 828,826 | 537,692 | 2,312,929 | 1,538,193 | |
Vitamin Shoppe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | 27,792 | 2,849 | 90,830 | (3,214) | |
Goodwill | 1,277 | 1,277 | 1,277 | ||
Assets | 604,501 | 604,501 | 607,148 | ||
Revenues | 300,813 | 266,965 | 898,108 | 780,588 | |
American Freight [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | 9,574 | 19,940 | 56,659 | 33,949 | |
Goodwill | 371,375 | 371,375 | 367,882 | ||
Assets | 888,410 | 888,410 | 801,731 | ||
Revenues | 223,591 | 245,212 | 750,914 | 682,386 | |
Pet Supplies Plus | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | 18,647 | 0 | 25,056 | 0 | |
Goodwill | 335,690 | 335,690 | 0 | ||
Assets | 942,019 | 942,019 | 0 | ||
Revenues | 286,643 | 0 | 613,712 | 0 | |
Buddy's [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | 5,991 | 5,302 | 13,630 | 13,985 | |
Goodwill | 79,099 | 79,099 | 79,099 | ||
Assets | 148,533 | 148,533 | 137,698 | ||
Revenues | 17,779 | 25,515 | 50,195 | 75,219 | |
Overhead [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | (7,241) | (3,411) | (20,280) | (8,108) | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | 62,004 | $ 28,091 | 186,175 | $ 44,720 | |
Assets | 2,583,463 | 2,583,463 | 1,546,577 | ||
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | $ 248,121 | $ 248,121 | $ 203,196 |
Uncategorized Items - frg-20210
Label | Element | Value |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | $ 334,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (8,597,000) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | 265,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | 45,146,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | 151,502,000 |
APIC, Share-based Payment Arrangement, Recognition and Exercise | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions | 1,945,000 |
Common Stock [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 352,000 |
Shares, Outstanding | us-gaap_SharesOutstanding | 35,186,000 |
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition, Shares | frg_AdjustmenttoAPICSharebasedCompensationRequisiteServicePeriodRecognitionShares | 13,000 |
Stock Issued During Period, Shares, Acquisitions | us-gaap_StockIssuedDuringPeriodSharesAcquisitions | 28,000 |
Retained Earnings [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 42,935,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (8,597,000) |
Parent [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 290,709,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 334,000 |
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | frg_AdjustmenttoAPICSharebasedCompensationRequisiteServicePeriodRecognition | 1,945,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | 265,000 |
Net Income (Loss) Available to Common Stockholders, Basic | us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic | (8,597,000) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 249,525,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 333,000 |
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition | frg_AdjustmenttoAPICSharebasedCompensationRequisiteServicePeriodRecognition | 1,945,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | (2,103,000) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent | 265,000 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 0 |
Net Income (Loss) Attributable to Noncontrolling Interest | us-gaap_NetIncomeLossAttributableToNoncontrollingInterest | 0 |
Preferred Stock [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 0 |
Shares, Outstanding | us-gaap_SharesOutstanding | 0 |
Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 105,921,000 |
Dividends | us-gaap_Dividends | 10,242,000 |
Common Stock [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 48,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 4,830,000 |
Common Stock [Member] | Retained Earnings [Member] | ||
Dividends | us-gaap_Dividends | $ 10,242,000 |
Common Stock [Member] | Parent [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 105,921,000 |
Dividends | us-gaap_Dividends | 10,242,000 |
Common Stock [Member] | Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 105,873,000 |
Series A Preferred Stock [Member] | Parent [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 28,366,000 |
Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 28,354,000 |
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 12,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 1,200,000 |
Preferred Stock [Member] | ||
Dividends | us-gaap_Dividends | $ 169,000 |
Preferred Stock [Member] | Retained Earnings [Member] | ||
Dividends | us-gaap_Dividends | 169,000 |
Preferred Stock [Member] | Parent [Member] | ||
Dividends | us-gaap_Dividends | $ 169,000 |