0001528930-20-000057 | 10-Q | XBRL Viewer

Revenue Revenue (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue Revenue (Details 2) - USD ($) $ in Thousands	Jun. 27, 2020	Jun. 30, 2019	Jun. 27, 2020	Jun. 30, 2019
Revenues	$ 512,627	$ 23,820	$ 1,105,193	$ 119,658
Lease Income	17,176	0	33,596	0
Product [Member]
Revenues	466,709	0	940,214	0
Service [Member]
Revenues	28,742	23,820	131,383	119,658
Vitamin Shoppe [Member]
Revenues	237,735	0	513,622	0
Lease Income	0	0	0	0
Vitamin Shoppe [Member] \| Product [Member]
Revenues	237,735	0	513,622	0
Vitamin Shoppe [Member] \| Franchise [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Area Developer [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Royalties and Advertising [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Financial Service [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Interest Income [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Assisted Tax Preparation [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Electronic Filing [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Membership [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Service, Other [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Service [Member]
Revenues	0	0	0	0
Vitamin Shoppe [Member] \| Retail [Member]
Revenues	237,735	0	513,622	0
American Freight [Member]
Revenues	234,427	0	437,174	0
Lease Income	0	0	0	0
American Freight [Member] \| Product [Member]
Revenues	227,253	0	423,353	0
American Freight [Member] \| Franchise [Member]
Revenues	0	0	0	0
American Freight [Member] \| Area Developer [Member]
Revenues	0	0	0	0
American Freight [Member] \| Royalties and Advertising [Member]
Revenues	0	0	0	0
American Freight [Member] \| Financial Service [Member]
Revenues	0	0	0	0
American Freight [Member] \| Interest Income [Member]
Revenues	333	0	672	0
American Freight [Member] \| Assisted Tax Preparation [Member]
Revenues	0	0	0	0
American Freight [Member] \| Electronic Filing [Member]
Revenues	0	0	0	0
American Freight [Member] \| Membership [Member]
Revenues	0	0	0	0
American Freight [Member] \| Service, Other [Member]
Revenues	2,114	0	4,170	0
American Freight [Member] \| Service [Member]
Revenues	7,174	0	13,821	0
American Freight [Member] \| Retail [Member]
Revenues	227,253	0	423,353	0
Liberty Tax [Member]
Revenues	15,073	23,820	104,692	119,658
Lease Income	0	0	0	0
Liberty Tax [Member] \| Product [Member]
Revenues	0	0	0	0
Liberty Tax [Member] \| Franchise [Member]
Revenues	221	1,151	727	1,493
Liberty Tax [Member] \| Area Developer [Member]
Revenues	448	786	1,469	1,698
Liberty Tax [Member] \| Royalties and Advertising [Member]
Revenues	6,616	11,676	48,065	60,897
Liberty Tax [Member] \| Financial Service [Member]
Revenues	2,433	4,025	29,872	32,875
Liberty Tax [Member] \| Interest Income [Member]
Revenues	943	1,594	2,898	4,829
Liberty Tax [Member] \| Assisted Tax Preparation [Member]
Revenues	2,667	2,814	14,917	11,990
Liberty Tax [Member] \| Electronic Filing [Member]
Revenues	371	567	2,400	2,945
Liberty Tax [Member] \| Membership [Member]
Revenues	0	0	0	0
Liberty Tax [Member] \| Service, Other [Member]
Revenues	1,374	1,207	4,344	2,931
Liberty Tax [Member] \| Service [Member]
Revenues	15,073	23,820	104,692	119,658
Liberty Tax [Member] \| Retail [Member]
Revenues			0	0
Buddy's [Member]
Revenues	25,392	0	49,705	0
Lease Income	17,176	0	33,596	0
Buddy's [Member] \| Product [Member]
Revenues	1,721	0	3,239	0
Buddy's [Member] \| Franchise [Member]
Revenues	13	0	13	0
Buddy's [Member] \| Area Developer [Member]
Revenues	0	0	0	0
Buddy's [Member] \| Royalties and Advertising [Member]
Revenues	2,406	0	4,829	0
Buddy's [Member] \| Financial Service [Member]
Revenues	0	0	0	0
Buddy's [Member] \| Interest Income [Member]
Revenues	0	0	0	0
Buddy's [Member] \| Assisted Tax Preparation [Member]
Revenues	0	0	0	0
Buddy's [Member] \| Electronic Filing [Member]
Revenues	0	0	0	0
Buddy's [Member] \| Membership [Member]
Revenues	3,369	0	6,689	0
Buddy's [Member] \| Service, Other [Member]
Revenues	707	0	1,339	0
Buddy's [Member] \| Service [Member]
Revenues	6,495	0	12,870	0
Buddy's [Member] \| Retail [Member]
Revenues	$ 1,721	$ 0	$ 3,239	$ 0

Condensed Consolidated Balance Sheets - USD ($)	Jun. 27, 2020	Dec. 28, 2019
Current assets:
Cash and cash equivalents	$ 105,473,000
Receivables:
interest receivable, current, net		$ 3,132
Total current receivables, net	111,857,000	79,693,000
Income taxes receivable		3,356
Inventory, Net	315,078,000	300,312,000
Other current assets	24,298,000	20,267,000
Total current assets	556,706,000	439,853,000
Property, equipment, and software, net	152,520,000	150,147,000
Accounts and Financing Receivable, after Allowance for Credit Loss, Noncurrent	15,105,000	18,638,000
Goodwill	468,088,000	134,301,000
Operating Lease, Right-of-Use Asset	529,891,000	462,610,000
Other intangible assets, net	145,887,000	77,590,000
Other assets	15,434,000	15,406,000
Total assets	1,883,631,000	1,298,545,000
Current liabilities:
Current installments of long-term obligations	203,490,000	218,384,000
Operating Lease, Liability, Current	130,307,000	107,680,000
Accounts payable and accrued expenses	222,461,000	158,995,000
Deferred revenue - current	38,008,000	16,409,000
Total current liabilities	594,266,000	501,468,000
Long-term Debt and Lease Obligation	426,255,000	394,307,000
Total liabilities	1,592,922,000	1,146,784,000
Equity:
Additional paid-in capital	249,525,000	108,339,000
Accumulated other comprehensive loss, net of taxes	(2,103,000)	(1,538,000)
Retained earnings	42,935,000	18,388,000
Total equity attributable to Liberty Tax, Inc.	290,709,000	125,391,000
Noncontrolling Interest in Variable Interest Entity	0	26,370,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	290,709,000	151,761,000
Total liabilities and equity	1,883,631,000	1,298,545,000
Long-term Debt, Excluding Current Maturities	537,148,000	245,236,000
Other Liabilities, Noncurrent	35,253,000	5,773,000
Special voting preferred stock
Equity:
Preferred stock	0	19,000
Class A common stock
Equity:
Common stock	352,000	183,000
Total equity attributable to Liberty Tax, Inc.	$ 352,000	$ 183,000

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 30, 2019	Jun. 27, 2020	Jun. 30, 2019
Other Comprehensive Income (Loss), Net of Tax	$ 378	$ 97	$ (565)	$ 286
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax	(7)	(34)	(80)	(55)
Net loss	21,942	5,255	(39,956)	(32,936)
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent	381	113	(491)	341
Other Comprehensive Income Loss From Forward Contracts Net of Tax	4	18	6	0
Other comprehensive gain (loss)	(21,295)	(5,158)	37,476	33,222
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(269)	0	1,915	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest	$ (21,564)	$ (5,158)	$ 39,391	$ 33,222

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Organization and Significant Accounting Policies

6 Months Ended

Jun. 27, 2020

Accounting Policies [Abstract]

Organization and Significant Accounting Policies

Description of Business

Franchise Group, Inc. (the "Company"), a Delaware corporation, is a franchisor, operator and acquirer of franchised and franchisable businesses that it believes it can scale using its operating expertise. On July 10, 2019, the Company formed Franchise Group New Holdco, LLC (“New Holdco”), which completed the acquisition of Buddy's Newco, LLC ("Buddy's"). On October 23, 2019, the Company completed the acquisition of the Sears Outlet ("Sears Outlet") business from Sears Hometown and Outlet Stores, Inc. (subsequently rebranded as American Freight Outlet). On December 16, 2019, the Company completed its acquisition of The Vitamin Shoppe, Inc. ("Vitamin Shoppe"). On February 14, 2020, the Company completed its acquisition of the American Freight Group, Inc. ("American Freight") as described in “Note 2. Acquisitions”. New Holdco holds all of the Company’s operating subsidiaries.

Segment Information

The Company currently operates in four reportable segments: Liberty Tax, Buddy’s, Vitamin Shoppe and American Freight. Sears Outlet, which was rebranded as American Freight Outlet following the acquisition of American Freight, is included in the American Freight segment. The Liberty Tax segment provides income tax services in the United States of America (the "U.S.") and Canada. The Buddy's segment is a specialty retailer engaged in the business of leasing and selling consumer electronics, residential furniture, appliances and household accessories. The Vitamin Shoppe segment is an omni-channel specialty retailer and wellness lifestyle company with the mission of providing customers with the most trusted products, guidance and services to help them become their best selves. The Vitamin Shoppe segment offers a comprehensive assortment of nutritional solutions, including vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and natural beauty aids through proprietary brands. The American Freight segment operates under the American Freight and American Freight Outlet banners. American Freight is a retail chain offering brand-name furniture, mattresses, appliances and home accessories at discount prices. American Freight Outlet provides in-store and online access to purchase new, one-of-a-kind, out-of-box, discontinued, obsolete, used, reconditioned, overstocked and scratched and dented products, collectively "outlet-value products" across a broad assortment of merchandise categories, including home appliances, mattresses and furniture at value-oriented prices.

Principles of Consolidation

The Company consolidates any entities in which it has a controlling interest, the usual condition of which is ownership of a majority voting interest. Prior to April 1, 2020, the Company was the sole managing member of New Holdco and possessed ownership of more than 50 percent of the outstanding voting units. As a result, the Company consolidated the financial results of New Holdco and reported a non-controlling interest that represented the interests of the New Holdco units not held by the Company. As of April 1, 2020, the Company redeemed all outstanding New Holdco units for shares of common stock of the Company and now has an 100% interest in New Holdco.

The Company does not possess any ownership interests in franchisee entities; however, the Company may provide financial support to franchisee entities. Because the Company's franchise arrangements provide franchisee entities the power to direct the activities that most significantly impact their economic performance, the Company does not consider itself the primary beneficiary of any such entity that meets the definition of a variable interest entity ("VIE"). Based on the results of management's analysis of potential VIEs, the Company has not consolidated any franchisee entities. The Company's maximum exposure to loss resulting from involvement with potential VIEs is attributable to accounts and notes receivables and future lease payments due from franchisees. When the Company does not have a controlling interest in an entity but has the ability to exert significant influence over the entity, the Company applies the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

Revenues have been classified into product, service and other and rental revenues as further discussed in "Note 5. Revenue." Costs of sales for product includes the cost of merchandise, transportation and warehousing costs. Service and other costs of sales include the direct costs of warranties. Rental cost of sales represents the amortization of inventory costs over the leased term. Other operating expenses, including employee costs, depreciation and amortization, and advertising expenses have been classified in selling, general and administrative expenses. The Company also includes occupancy costs in selling, general and administrative expenses.

Assets and liabilities of the Company's Canadian operations have been translated into U.S. dollars using the exchange rate in effect at the end of the period. Revenues and expenses have been translated using the average exchange rates in effect each month of the period. Foreign exchange transaction gains and losses are recognized when incurred.

The Company reclassifies to accounts payable checks issued in excess of funds available and reports them as cash flow from operating activities.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required only in annual financial statements. The Company changed its fiscal year end from April 30 to the Saturday closest to December 31st of each year, resulting in an 8-month transition period from May 1, 2019 to December 28, 2019. The consolidated balance sheet data as of December 28, 2019 was derived from the Company’s Transition Report on Form 10-K/T, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 24, 2020 (the "2019 Transition Report"). The Company has provided unaudited historical financial information that was not previously presented for the three and six months ended June 30, 2019 for comparison purposes.

In the opinion of management, all adjustments necessary for a fair presentation of such condensed consolidated financial statements in accordance with GAAP have been recorded. These adjustments consisted only of normal recurring items. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its 2019 Transition Report.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Merchandise Inventories

Inventory for the Buddy's segment is recorded at cost, including shipping and handling fees. Upon purchase, merchandise is not initially depreciated until it is leased or three months after the purchase date. Non-leased merchandise is depreciated on a straight-line basis over a period of 24 months. Leased merchandise is depreciated over the lease term of the rental agreement and recorded in rental cost of revenue. On a weekly basis, all damaged, lost, stolen, or unsalable merchandise identified is written off. Maintenance and repairs of lease merchandise are charged to operations as incurred.

Inventory for the American Freight segment is accounted for by banner. Inventory for the American Freight banner is comprised of finished goods and is valued at the lower of cost or market, with cost determined by the first-in, first out method. The Company writes down inventory, the impact of which is reflected in cost of sales in the Consolidated Statements of Operations, if the cost of specific inventory items on hand exceeds the amount the Company expects to be realized from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience. Inventory under the American Freight Outlet banner, previously the Sears Outlet segment, is recorded at the lower of cost or market using the weighted-average cost method. Inventory includes the purchase price of the inventory plus costs of freight for moving merchandise from vendors to distribution centers as well as from distribution centers to stores. A provision for estimated shrinkage is maintained based on the actual historical results of physical inventories. Estimates are compared to the actual results of the physical inventory counts as they are taken and adjust the shrink estimates accordingly. Inventory values are adjusted to the difference between the carrying value and the estimated market value, based on assumptions about future demand or when a permanent markdown indicates that the net realizable value of the inventory is less than cost.

Inventory for the Vitamin Shoppe segment is recorded at the lower of cost or market value using the weighted-average cost method. Inventory includes costs directly incurred in bringing the product to its existing condition and location. In addition, the cost of inventory is reduced by purchase discounts and other allowances received from vendors. A markdown reserve is estimated based on a variety of factors, including, but not limited to, the amount of inventory on hand and its remaining shelf life, current and expected market conditions and product expiration dates. In addition, the Company has established a reserve for estimated inventory shrinkage based on the actual, historical shrinkage of its most recent physical inventories adjusted, if necessary, for current economic conditions and business trends. Physical inventories and cycle counts are taken on a regular basis. These adjustments are estimates, which could vary significantly from actual results if future economic conditions, customer demand or competition differ from management expectations.

Goodwill and Non-amortizing Intangible Assets

Goodwill and non-amortizing intangible assets, including the Buddy's, Vitamin Shoppe and American Freight tradenames, are not amortized, but rather tested for impairment at least annually. In addition, goodwill and non-amortizing intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company performs a qualitative and/or quantitative assessment to determine whether it is more likely than not that each reporting unit's fair value is less than its carrying value, including goodwill. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the Company then estimates the fair value. The Company uses a combination of a market multiple method and a discounted cash flow method to estimate the fair value of its reporting units and recognizes goodwill impairment for any excess of the carrying amount of a reporting unit’s goodwill over its estimated fair value. The Company evaluates the Buddy's, Vitamin Shoppe and American Freight tradenames for impairment by comparing its fair value, based on an income approach using the relief-from-royalty method, to its carrying value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. The Company's reporting units are determined in accordance with the provisions of Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other (Topic 350).” The Company performs its annual impairment testing of goodwill and non-amortizing intangible assets on the last day of the first month of the Company's third quarter. Refer to “Note 4. Goodwill and Intangible Assets” for additional information on these balances.

Intangible and Long-Lived Assets Impairment

Amortization of intangible assets is calculated using the straight-line method over the estimated useful lives of the assets, generally from two to ten years. Long-lived assets, such as property, equipment, and software, and other purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. Recognition and measurement of a potential impairment is performed for these assets at the lowest level where cash flows are individually identifiable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Revenue Recognition

The following is a description of the principal activities from which the Company generates its revenues. For more detailed information regarding reportable segments, see "Note 13. Segments."

•

Product revenues: These include sales of merchandise at the stores and online. Revenue is measured based on the amount of fixed consideration that the Company expects to receive, reduced by estimates for variable consideration such as returns. Revenue also excludes any amounts collected from customers and remitted or payable to governmental authorities. In arrangements where the Company has multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Company recognizes revenues from retail operations upon the transfer of control of goods to the customer. The Company satisfies its performance obligations at the point of sale for retail store transactions and upon delivery for online transactions. The Company recognizes revenue for retail store and online transactions when it transfers control of the goods to the customer. The performance obligation is generally satisfied in the following reporting period. Merchandise sales also include payments received for the exercise of the early purchase option offered through rental-purchase agreements or merchandise sold through point of sale transactions. Revenue for merchandise sales associated with rental purchase agreements is recognized when payment is received, and

ownership of the merchandise passes to the customer. The remaining net value of merchandise sold is recorded to cost of sales at the time of the transaction.

•

Service and other revenues: These include royalties and advertising fees from franchisees, fees from the sales of franchises and area developer territories, financial products, interest income from loans to franchisees and ADs, tax preparation services in the Company-owned stores, electronic filing fees, services and extended-service plans and financing programs. Commissions earned on services are presented net of related costs because the Company is acting as an agent in arranging the services for the customer and does not control the services being rendered. The Company recognizes revenue on the commissions on extended-service plans when it transfers control of the related goods to the customer. The Company recognizes franchise fee and AD fee revenue for the sales of individual territories on a straight-line basis over the initial contract term when the obligations of the Company to prepare the franchisee and AD for operation are substantially complete, not to exceed the estimated amount of cash to be received. Royalties and advertising fees are recognized as franchise territories generate sales. Tax return preparation fees and financial products revenue are recognized as revenue in the period in which related tax return is filed for the customer. Discounts for promotional programs are recorded at the time the return is filed and are recorded as reductions to revenues. Interest income on notes receivable is recognized based on the outstanding principal note balance less unrecognized revenue unless it is put on non-accrual status. Interest income on the unrecognized revenue portion of notes receivable is recognized when received. For accounts receivable, interest income is recognized based on the outstanding receivable balance over 30 days old, net of an allowance.

•

Rental revenues: The Company provides merchandise, consisting of consumer electronics, computers, residential furniture, appliances, and household accessories to its customers pursuant to rental-purchase agreements which provide for weekly, semi-monthly or monthly non-refundable rental payments. The average rental term is twelve to eighteen months and the Company maintains ownership of the lease merchandise until all payment obligations are satisfied under sales and lease ownership agreements. Customers have the option to purchase the leased goods at any point in the lease term. Customers can terminate the agreement at the end of any rental term without penalty. Therefore, rental transactions are accounted for as operating leases and rental revenue is recognized over the rental term. Cash received prior to the beginning of the lease term is recorded as deferred revenue. Revenue related to various payment, reinstatement or late fees are recognized when paid by the customer. The Company offers additional product plans along with rental agreements that provide customers with liability protection against significant damage or loss of a product, and club membership benefits, including various discount programs, product services and replacement benefits in the event merchandise is damaged or lost. Customers renew product plans in conjunction with their rental term renewals and can cancel the plans at any time. Revenue for product plans is recognized over the term of the plan.

Leases

The Company's lease portfolio primarily consists of leases for its retail store locations and office space. The Company also leases certain office equipment under finance leases. The finance lease right of use assets are included in Property, equipment and software and the finance lease liabilities are included in current installments of long-term obligations, and long-term obligations. The finance leases are immaterial to the financial statements. The Company subleases some of its real estate and equipment leases. The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets; the Company recognizes expense for these leases on a straight-line basis over the lease term. For leases with an initial term in excess of 12 months, lease right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the committed lease term at the lease commencement date. The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate and the information available at the lease commencement date in determining the present value of future lease payments. Most leases include one or more options to renew and the exercise of renewal options is at the Company’s sole discretion. The Company does not include renewal options in its determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, “Property, Plant, and Equipment - Overall,” to determine whether a right-of-use asset is impaired, and if so, the amount of the impairment loss to recognize.

The Company has lease agreements with lease and non-lease components, which the Company elects to combine as one lease component for all classes of underlying assets. Non-lease components include variable costs based on actual costs incurred by the lessor related to the payment of real estate taxes, common area maintenance, and insurance. These variable payments are expensed as incurred as variable lease costs.

Due to the COVID-19 pandemic, the Company has been negotiating lease concessions with landlords. The lease concessions have been in the form of lease forgiveness, lease deferrals and lease deferrals with term extensions. If the total payments in the modified lease are substantially the same as or less than total payments in the original lease, the Company has elected to not evaluate whether the concession is a lease modification as defined in ASC 842 - "Leases".

Deferred Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities, which are shown on the condensed consolidated balance sheets, are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company has elected to classify interest charged on a tax settlement in interest expense, and accrued penalties, if any, in selling, general, and administrative expenses.

The determination of the Company's provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items. The Company records unrecognized tax benefit liabilities for known or anticipated tax issues based on an analysis of whether, and the extent to which, additional taxes will be due.

Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, "Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which changes how companies will measure credit losses for most financial assets and certain other instruments that aren't measured at fair value through net income. The standard replaces the "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost (which generally will result in the earlier recognition of allowances for losses) and requires companies to record allowances for available-for-sale debt securities, rather than reduce the carrying amount. In addition, companies will have to disclose significantly more information, including information used to track credit quality by year of origination, for most financing receivables. The ASU should be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the standard is effective. The ASU is effective for SEC filers that are smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This standard eliminates Step 2 from the goodwill impairment test. Instead, an entity should compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The ASU is effective for SEC filers that are not smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The ASU is effective for the Company for the fiscal year beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard to its consolidated financial statements.

Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		8 Months Ended
Segments (Details) - USD ($) $ in Thousands	Jun. 27, 2020	Jun. 30, 2019	Jun. 27, 2020	Jun. 30, 2019	Dec. 28, 2019
Segment Reporting Information [Line Items]
Asset Impairment Charges			$ 1,883,631		$ 1,298,545
Goodwill, Acquired During Period			468,088		134,301
Operating Income (Loss)	$ 11,572	$ (5,662)	57,411	$ 49,211	49,211
Goodwill	468,088		468,088		134,301
Assets	1,883,631		1,883,631		1,298,545
Depreciation Amortization and Impairment	17,865	3,699	33,792	7,772
Revenues	512,627	23,820	1,105,193	119,658
Vitamin Shoppe [Member]
Segment Reporting Information [Line Items]
Asset Impairment Charges			635,353		679,646
Goodwill, Acquired During Period			0		4,951
Operating Income (Loss)	(587)	0	(6,063)		0
Depreciation Amortization and Impairment	12,419	0	23,729	0
Revenues	237,735	0	513,622	0
American Freight [Member]
Segment Reporting Information [Line Items]
Asset Impairment Charges			854,493		267,176
Goodwill, Acquired During Period			369,034		31,028
Operating Income (Loss)	12,422	0	14,009		0
Depreciation Amortization and Impairment	1,553	0	2,465	0
Revenues	234,427	0	437,174	0
Liberty Tax [Member]
Segment Reporting Information [Line Items]
Asset Impairment Charges			105,897		123,576
Goodwill, Acquired During Period			8,972		9,780
Operating Income (Loss)	(3,204)	(5,662)	45,478		49,211
Depreciation Amortization and Impairment	2,379	3,699	4,444	7,772
Revenues	15,073	23,820	104,692	119,658
Buddy's [Member]
Segment Reporting Information [Line Items]
Asset Impairment Charges			187,209		188,941
Goodwill, Acquired During Period			90,082		88,542
Operating Income (Loss)	5,338	0	8,683		0
Depreciation Amortization and Impairment	1,514	0	3,154	0
Revenues	25,392	0	49,705	$ 0
Overhead [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	(2,397)	0	(4,696)		0
Operating Segments [Member]
Segment Reporting Information [Line Items]
Asset Impairment Charges			1,782,952		1,259,339
Operating Income (Loss)	$ 13,969	$ (5,662)	62,107		49,211
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Asset Impairment Charges			$ 100,679		$ 39,206

Stockholders' Equity

6 Months Ended

Jun. 27, 2020

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Stockholders' Equity Activity

On January 3, 2020, the Company entered into a Subscription Agreement with an affiliate of Vintage Capital Management, LLC ("Vintage"), pursuant to which the affiliate of Vintage purchased from the Company 2,354,000 shares of common stock of the Company, par value $0.01 per share, at a purchase price of $12.00 per share for an aggregate purchase price of $28.2 million in cash. The common stock was purchased pursuant to an amendment to an equity commitment letter, dated August 7, 2019, between the Company and Tributum, L.P. (as amended, the "ECL"), pursuant to which Vintage agreed to provide $70.0 million of equity financing for the Vitamin Shoppe Acquisition.

On February 7, 2020, investors purchased approximately 3,877,965 shares of the Company's common stock for $65.9 million. The equity financing was done through purchases of shares of common stock of the Company at $12.00 per share under the ECL, and $23.00 per share in connection with a separate private placement of shares of common stock (collectively, the "Equity Financing") pursuant to certain subscription agreements entered into by each investor with the Company. Pursuant to the ECL, Tributum, L.P. assigned certain of its obligations thereunder to provide a portion of such Equity Financing to certain of the investors. The proceeds of the of Equity Financing were used by the Company to fund the repurchase or redemption of the Company's outstanding 2.25% Convertible Notes (the "Convertible Notes"), to make interest payments on the Convertible Notes that are not repurchased or redeemed until their maturity and to also fund general, working capital and cash needs of the Company.

On February 14, 2020, the Company issued 1,250,000 shares of the Company's common stock with a value of $31.0 million, which was recorded as deferred financing costs, to Kayne FRG Holdings L.P. for services provided in the financing of the American Freight Acquisition.

During the first quarter of 2020, the Company also corrected an immaterial misclassification between retained earnings and non-controlling interest related to distributions declared to the non-controlling interest in the prior year.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss at June 27, 2020 and December 28, 2019 were as follows:



(In thousands)	June 27, 2020			December 28, 2019
Foreign currency adjustment	$	(1,987	)	$	(1,496	)
Interest rate swap agreements, net of tax	(122		)	(42		)
Forward contracts related to foreign currency exchange rates	6			—
Total accumulated other comprehensive loss	$	(2,103	)	$	(1,538	)

Non-controlling interest

The Company is the sole managing member of New Holdco and, as a result, consolidates the financial results of New Holdco. 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"). The New Holdco LLC Agreement provided that the Buddy’s Members could, from time to time, have required the Company to redeem all or a portion of their New Holdco

units for newly-issued shares of common stock on a basis of one New Holdco unit and one-fifth of a share of Preferred Stock of the Company for one share of common stock of the Company. In connection with any redemption or exchange, the Company received a corresponding number of New Holdco units, increasing its total ownership interest in New Holdco. Changes in the Company's ownership interest in New Holdco while it retains their controlling interest in New Holdco were accounted for as equity transactions. As such, redemptions or direct exchanges of New Holdco units by the Buddy’s Members resulted in a change in ownership and reduced the amount recorded as non-controlling interest and increased additional paid-in capital. On March 26, 2020, the Company redeemed 3,937,726 New Holdco units and 787,545 shares of preferred stock for common stock. 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 exchangeable shares, and Preferred Stock, if dilutive.

The computation of basic and diluted net income (loss) per share for the three and six months ended June 27, 2020 and June 30, 2019 is as follows:



	Three Months Ended June 27, 2020			Three Months Ended June 30, 2019
	Common Stock			Common Stock
	(In thousands, except for share and per share amounts)
Basic and diluted net loss per share:
Numerator
Allocation of undistributed loss attributable to Franchise Group	$	(21,673	)	$	(5,255	)
Denominator
Weighted-average common stock outstanding	34,972,364			14,062,766

Basic and diluted net loss per share	$	(0.62	)	$	(0.37	)



	Six Months Ended June 27, 2020		Six Months Ended June 30, 2019
	Common Stock		Common Stock
	(In thousands, except for share and per share amounts)
Basic net income per share:
Numerator
Allocation of undistributed income attributable to Franchise Group	$	37,866	$	32,936
Denominator
Weighted-average common stock outstanding	29,173,172		14,059,279

Basic net income per share	$	1.30	$	2.34

Diluted net income per share:
Numerator
Allocation of undistributed earnings for basic computation	$	37,866	$	32,936
Denominator
Number of shares used in basic computation	29,173,172		14,059,279
Weighted-average effect of dilutive securities
Employee stock options and restricted stock units	162,461		64,825
Weighted-average diluted shares outstanding	29,335,633		14,124,104

Diluted net income per share	$	1.29	$	2.33

Restricted Stock Units (Details 3) - Restricted Stock Units - $ / shares	6 Months Ended
	Jun. 27, 2020	Dec. 28, 2019
Restricted Cash and Cash Equivalents Items [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted	279,839
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	915,034	671,039
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted, Weighted Average Grant Date Fair Value	$ 24.80
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	21,081
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 9.99
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations	14,763
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations, Weighted Average Grant Date Fair Value	$ 20.32
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Grant Date Fair Value	$ 17.29	$ 14.00

Subsequent Event Subsequent Events (Details) - USD ($)	6 Months Ended
Subsequent Event Subsequent Events (Details) - USD ($)	Jun. 27, 2020	Jun. 30, 2019	Jul. 10, 2020	Dec. 16, 2019
Subsequent Event [Line Items]
Interest Rate Margin	6.50%
Additional Amortization Cost	$ 3.1
Secured Long-term Debt, Noncurrent				$ 70.0
Debt Instrument, Term	30 days
Proceeds from Issuance of Common Stock	$ 92,082,000	$ 0
Consulting, Underwriting Service Fee	$ 5.4
Debtor-in-Possession Financing, Borrowings Outstanding			$ 25
Common Stock [Member]
Subsequent Event [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	4,200,000
Shares Issued, Price Per Share	$ 23.25
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	630,000
Proceeds from Issuance of Common Stock	$ 92.2
Payments of Stock Issuance Costs	0.8
Late Payment Fee Percentage [Member]
Subsequent Event [Line Items]
Event of Default, Interest Penalty			2.00%
Additional Proceeds, Common Stock, Value [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock	$ 13.8
LIBOR Floor Rate [Member]
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			1.00%
Applicable Interest Rate Margin, high [Member]
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			5.00%

Related Party Transactions (Details) - USD ($)	6 Months Ended		8 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 27, 2020	Jun. 30, 2019	Dec. 28, 2019	Feb. 07, 2020	Jan. 06, 2020	Dec. 16, 2019
Related Party Transaction [Line Items]
Related Party Transactions, Percent of Net Revenue Provided by Related Party	50.00%
Contractual Obligation			$ 1.8
Increase (Decrease) in Inventories	$ 84,434,000	$ 0	$ 25.8
Consulting, Advisory Services Fee	$ 5
Tax Receivable Agreement, Percentage of Tax Benefit	40.00%
Tax Receivable Agreement, Payment to Non-controlling Holders	$ 17.2
Line of Credit Facility, Current Borrowing Capacity	135.0
Repayment of Notes Receivable from Related Parties	$ 11.0
Debt Instrument, Commitment Fee, Rate	6.00%
Commitments, Fair Value Disclosure	$ 36.0
Other Commitment	100.0
Consulting, Underwriting Service Fee	$ 5.4
Vintage RTO, L.P. ownership [Member]
Related Party Transaction [Line Items]
aggregate voting power	42.00%
Payment to Noncontrolling Holders [Member]
Related Party Transaction [Line Items]
Tax Receivable Agreement, Percentage of Tax Benefit	40.00%
American Freight [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 675
Closing Subscription Agreement [Member]
Related Party Transaction [Line Items]
Ownership Interest	13.00%
Tender Offer [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Subscribed but Unissued	669,678
Offer Value [Member]
Related Party Transaction [Line Items]
Common Stock, Value, Subscriptions	$ 11.4
Closing Subscription Agreement [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Subscribed but Unissued					2,354,000
Common Stock, Value, Subscriptions					$ 28.2
Equity Financing [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Subscribed but Unissued				123,529
Common Stock, Value, Subscriptions				$ 2.1
Line of Credit [Member] \| Vitamin Shoppe Credit Facility [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Current Borrowing Capacity	575					$ 100.0
Administrative Agent [Member] \| Line of Credit [Member] \| Vitamin Shoppe Credit Facility [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 100

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 27, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company considers directors and their affiliated companies, as well as named executive officers and members of their immediate families, to be related parties. Messrs. Kahn and Laurence Vintage and its affiliates held approximately 42% of the aggregate voting power of the Company through their ownership of common stock and Preferred Stock as of June 27, 2020. Brian Kahn and Andrew Laurence, principals of Vintage, are members of the Company's Board of Directors with Mr. Laurence serving as the Company's Chairman of the Board until March 31, 2020. Mr. Kahn is the President and Chief Executive Officer of the Company and Mr. Laurence is an Executive Vice President of the Company. Stock Subscription Agreement. On January 6, 2020, Vintage affiliates purchased 2,354,000 shares of the Company's common stock for $28.2 million under a subscription agreement dated August 7, 2019 with the Company. Buddy's Franchises. Mr. Kahn had an equity interest in an entity that owned three Buddy's franchisees. The entity sold the franchisees on June 26, 2020 and Mr. Kahn no longer has an interest in any franchisees of the Company. Mr. Kahn's brother-in-law owns seven Buddy's franchisees. All transactions between the Company's Buddy's segment and Mr. Kahn's brother-in-law are conducted on a basis consistent with other franchisees. Bryant Riley (former director) Mr. Riley, through controlled entities or affiliates held approximately 13% of the aggregate ownership of the Company's common stock as of June 27, 2020. Mr. Riley was also a member of the Company's Board of Directors from September 2018 through March 2020. Credit Agreements. On December 16, 2019, the Company entered into the Vitamin Shoppe Term Loan with an entity controlled by Mr. Riley. On February 14, 2020, the Company entered into a $675 million credit facility, which included a $575 million FGNH Credit Agreement and a $100 million FGNH ABL Term Loan with an entity controlled by Mr. Riley acting as the administrative agent. During the six months ended June 27, 2020, the Company borrowed and repaid an $11.0 million promissory note with B. Riley Financial, Inc. Stock Subscription Agreements. On February 7, 2020, Mr. Riley, and entities or affiliates of Mr. Riley purchased 669,678 shares for $11.4 million under the Equity Financing as defined above in "Note 8. Stockholder's Equity". Fee Letters. On February 14, 2020, the Company entered into a fee letter with B. Riley pursuant to which B. Riley was entitled to receive $5 million for advisory services provided for the American Freight Acquisition. B. Riley received payment for these services on June 26, 2020. On February 19, 2020, the Company entered into a fee letter with B. Riley pursuant to which B. Riley received an equity fee equal to 6% of the $36.0 million of equity raised by B. Riley for the Company as part of the Equity Financing (as defined above in "Note 8. Stockholder's Equity"). Backstop ABL Commitment Letter. On May 1, 2020, in connection with our acquisition of American Freight and the ABL Credit Agreement, the Company entered into an Amended and Restated ABL Commitment Letter with B. Riley pursuant to which B. Riley agreed to provide, subject to the terms and conditions set forth therein, a backstop commitment for a $100.0 million asset-based lending facility. Underwritten Offering of Common Stock. On June 30, 2020, the Company completed an underwritten offering of its common stock in which with B. Riley FBR, Inc. ("B. Riley FBR"), an affiliate of B. Riley, acted as representative of the underwriters. In connection with the offering, B. Riley FBR was entitled to an underwriting discount of approximately $5.4 million and reimbursement of certain out-of-pocket expenses incurred in connection with the offering. M. Brent Turner Mr. Turner is the President and Chief Executive Officer of the Company’s Liberty Tax segment. Revolution Financial Services Agreement. The Company entered into a one-year Services Agreement (the “Revolution Agreement”) with Revolution Financial, Inc. (“Revolution”) effective as August 23, 2019. Mr. Turner serves as the Chief Executive Officer of Revolution. The Revolution Agreement provides for certain transition services, including leased office space and information technology personnel. Pursuant to the terms as provided in the Revolution Agreement, fees for each of the services provided by Revolution are calculated based on the actual costs for each applicable service to be paid by the Company. For the transition services provided by the Company in retail locations, which includes the provision of space and staffing, Revolution will pay the Company 50% of net revenue. The amount for the transition services was immaterial for the six months ended June 27, 2020. Michael S. Piper Mr. Piper is the Chief Financial Officer of the Company's Liberty Tax segment. On February 7, 2020, Mr. Piper purchased 123,529 shares for $2.1 million under the Equity Financing as defined above in "Note 8. Stockholders' Equity". Steve Belford The Company's American Freight segment leases retail space and purchases inventory from entities either fully or partially owned by Steve Belford, the former Chief Executive Officer of American Freight. Mr. Belford's employment with American Freight ended on April 6, 2020. In the six months ended June 27, 2020, American Freight paid these entities approximately $1.8 million under the lease obligations and purchased approximately $25.8 million of inventory. Tax Receivable Agreement In connection with the Buddy's Acquisition, the Company entered into the Tax Receivable Agreement with the Buddy's Members that provides for the payment to the Buddy's Members of 40% of the amount of any tax benefits that the Company actually realizes as a result of increases in the tax basis of the net assets of New Holdco resulting from any redemptions or exchanges of New Holdco units. Amounts due under the Tax Receivable Agreement to the Buddy's Members as of June 27, 2020 were $17.2 million which is recorded in "Other non-current liabilities" in the accompanying condensed consolidated balance sheets. No payments were made to member of New Holdco pursuant to the Tax Receivable Agreement during the quarter ended June 27, 2020.

Label	Element	Value
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent	us-gaap_OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPortionAttributableToParent	$ 97,000
AOCI Attributable to Parent [Member]
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	(1,830,000)
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent	us-gaap_OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPortionAttributableToParent	97,000
Retained Earnings [Member]
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	90,224,000
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	322,000
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	322,000
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	(5,255,000)
Additional Paid-in Capital [Member]
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	12,632,000
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition	frg_AdjustmenttoAPICSharebasedCompensationRequisiteServicePeriodRecognition	639,000
Noncontrolling Interest [Member]
Stockholders' Equity Attributable to Noncontrolling Interest	us-gaap_MinorityInterest	0
Total Equity [Member]
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	101,167,000
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent	us-gaap_OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPortionAttributableToParent	97,000
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition	frg_AdjustmenttoAPICSharebasedCompensationRequisiteServicePeriodRecognition	639,000
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	322,000
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	322,000
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	$ (5,255,000)
Common Class A [Member]
Stock Issued During Period, Shares, Acquisitions	us-gaap_StockIssuedDuringPeriodSharesAcquisitions	(9,000)
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	$ 0
Shares, Outstanding	us-gaap_SharesOutstanding	14,058,000

Debt

6 Months Ended

Jun. 27, 2020

Debt Instrument [Line Items]

Debt

Long-Term Obligations

Long-term obligations at June 27, 2020 and December 28, 2019, were as follows:



(In thousands)	June 27, 2020		December 28, 2019
Revolving credit facilities	$	158,500	$	129,260
Term loan, net of debt issuance costs	577,126		268,660
Convertible senior notes	—		60,439
Amounts due to former ADs, franchisees and third parties	1,882		1,661
Mortgages	1,758		1,825
Finance lease liabilities	1,372		1,775
Total long-term obligations	740,638		463,620
Less current installments	203,490		218,384
Total long-term obligations, excluding current installments, net	$	537,148	$	245,236

Franchise Group New Holdco Credit Agreement and Term Loan

On February 14, 2020, the Company, through an indirect subsidiary, executed a term loan agreement with GACP Finance Co., LLC for an amount of $575.0 million (the “FGNH Credit Agreement”), which consists of a $375.0 million first out tranche (the “FGNH Tranche A-1 Term Loan”) and a $200.0 million last out tranche (the “FGNH Tranche A-2 Term Loan”). The term loan will mature on February 14, 2025, unless the maturity is accelerated subject to the terms set forth in the term loan agreement.

The FGNH Credit Agreement will, at the option of the Company, bear interest at either (i) a rate per annum based on London Interbank Offered Rate ("LIBOR") for an interest period of one, two, three or six months, plus an interest rate margin of 8.0% for the FGNH Tranche A-1 Term Loan and 12.5% for the FGNH Tranche A-2 Term Loan with a 1.50% LIBOR floor, or (ii) an alternate base rate determined as provided in the FGNH Credit Agreement, plus an interest rate margin of 7.0% for the FGNH Tranche A-1 Term Loan and 11.5% for the FGNH Tranche A-2 Term Loan with a 2.50% alternate base rate floor. Interest is payable in arrears at the end of each fiscal quarter. The Company is required to repay the FGNH Credit Agreement in equal fiscal quarterly installments of $6.25 million on the last day of each fiscal quarter, commencing with the fiscal quarter ending June 27, 2020. Further, the Company is required to prepay the FGNH Credit Agreement with 50% of consolidated excess cash flow on a quarterly basis with the net cash proceeds of certain other customary events. All repayments or prepayments (whether voluntary or mandatory) of the FGNH Credit Agreement, other than the fixed quarterly installments and excess cash flow prepayments are subject to early repayment fees.

The FGNH Credit Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants set forth in the FGNH Credit Agreement include a maximum total leverage ratio (net of certain cash) and a minimum fixed charge coverage ratio, to be tested at the end of each fiscal quarter, in each case with respect to certain subsidiaries of the Company. In addition, the FGNH Credit Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 2.0% interest.

In addition to financing the American Freight acquisition and its related acquisition costs, a portion of the proceeds from the FGNH Credit Agreement and the FGNH ABL Term Loan (as defined below) were used to repay the Buddy’s and Sears Outlet’s term loan for an outstanding amount of $101.6 million and $106.7 million including accrued interest, respectively. The early repayment of the term loans resulted in additional interest expense of $4.6 million for the write-off of deferred financing costs and $4.0 million for a prepayment penalty. The prepayment penalty is recorded in the Other expense line of the consolidated statements of operations for the six months ended June 27, 2020.

On May 1, 2020, the Company entered into an amendment to the FGNH Credit Agreement to provide for the joinder of Franchise Group Intermediate L 1, LLC, an indirect subsidiary of the Company, and each of its direct and indirect subsidiaries (collectively, the “Liberty Tax Entities”), to the FGNH Term Loan Credit Agreement and the FGNH ABL Credit Agreement, respectively, as borrowers thereunder, and in connection therewith, certain related security documents provided for the Liberty Tax Entities to grant or continue to grant liens on substantially all of their assets to secure the obligations under the FGNH Term Loan Credit Agreement and the FGNH ABL Credit Agreement. Further, the amendment modified the FGNH Term Loan Credit Agreement and the FGNH ABL Credit Agreement, respectively, to, among other things, (i) permit certain ordinary course and otherwise anticipated activities of the Liberty Tax Entities and (ii) make certain technical modifications related to the COVID-19 pandemic and other events.

Franchise Group New Holdco ABL Credit Agreement and ABL Term Loan

On February 14, 2020, the Company, through direct and indirect subsidiaries, entered into an ABL credit agreement (the "FGNH ABL Credit Agreement") with various lenders which provided the Company with a $100.0 million credit facility (the “FGNH ABL Term Loan”). On February 14, 2020, the Company borrowed $100.0 million on the FGNH ABL Term Loan to finance the acquisition of American Freight. The FGNH ABL Term Loan will mature on September 30, 2020.

Borrowings under the FGNH ABL Term Loan will, at the Company's option, bear interest at either (i) a rate per annum based on LIBOR for an interest period of one, two, three or six months, plus an interest rate margin of 6.50% with a 1.50% LIBOR floor, or (ii) an alternate base rate plus an interest rate margin of 5.50% with a 2.50% alternate base rate floor. Interest is payable in arrears on the first day of each fiscal quarter. If the borrowing base exceeds the outstanding principal amount of the FGNH ABL Term Loan, the Company must prepay the FGNH ABL Term Loan in the amount of any such excess. The Company is also required to prepay the FGNH ABL Term Loan, with the net cash proceeds of certain other customary events. All repayments or prepayments (whether voluntary or mandatory) of the FGNH ABL Term Loan which are made on or after September 30, 2020 are subject to an exit fee of 2.0%.

The FGNH ABL Credit Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants set forth in the FGNH ABL Credit Agreement include a minimum consolidated liquidity of the Loan Parties and their subsidiaries (other than certain excluded subsidiaries), to be tested at all times, and a minimum borrowing base ratio of the Loan Parties, to be tested at the end of each month. In addition, the FGNH ABL Credit Agreement includes customary events of default, the occurrence of which may require that the Company to pay an additional 2.0% interest on the borrowings under the FGNH ABL Term Loan.

On April 3, 2020, the Company entered into a Limited Waiver and Amendment Number Two to ABL Credit Agreement (the “ABL Second Amendment”) which amends that certain FGNH ABL Credit Agreement dated as of February 14, 2020 by and among the Loan Parties, various lenders from time to time party thereto and the ABL Agent (as amended prior to the ABL Second Amendment, the “Existing ABL Credit Agreement”).

The ABL Second Amendment amended the Existing ABL Credit Agreement to (i) extend the maturity date of the term loan provided pursuant to the Existing ABL Credit Agreement to September 30, 2020, (ii) increase the interest rate margin to 7.50% for loans bearing interest based on LIBOR and 6.50% for loans bearing interest based on an alternate base rate, and (iii) make certain other modifications and grant certain waivers with respect to the Existing ABL Credit Agreement.

B. Riley ABL Commitment

On May 1, 2020, in connection with the American Freight Acquisition and the ABL Credit Agreement, the Company entered into an Amended and Restated ABL Commitment Letter with B. Riley Financial, Inc. ("B. Riley") pursuant to which B. Riley agreed to provide, subject to the terms and conditions set forth therein, a backstop commitment for a $100 million asset-based lending facility. As of June 27, 2020, no amounts had been drawn on this facility.

Vitamin Shoppe Term Loan

On December 16, 2019 as part of the Vitamin Shoppe Acquisition, the Company, through direct and indirect subsidiaries, entered into a Loan and Security Agreement (the “Vitamin Shoppe Term Loan Agreement”) that provides for a $70.0 million senior secured term loan (the "Vitamin Shoppe Term Loan") which matures on December 16, 2022. The obligations under the Vitamin Shoppe Term Loan are secured by substantially all of the assets of the Company's Vitamin Shoppe segment.

An Intercreditor Agreement (the “Intercreditor Agreement”) sets forth the relative priorities of the security interests granted with respect to the Vitamin Shoppe Term Loan and those granted with respect to the Vitamin Shoppe ABL Revolver (as defined below). The security interest granted to the Vitamin Shoppe Term Loan lenders is senior to that granted to the Vitamin Shoppe ABL Revolver lenders.

The Vitamin Shoppe Term Loan bears interest at a rate per annum based on LIBOR for an interest period of one month (or, during the continuance of an event of default, an alternate base rate determined as provided in the Vitamin Shoppe Term Loan Agreement), plus an interest rate margin of 9.0%, with a 2.0% LIBOR (or alternate base rate) floor. Interest is payable in arrears on the first business day of each calendar month. The Company is required to repay the Vitamin Shoppe Term Loan in equal fiscal quarterly installments of $4.25 million on the last business day of each fiscal quarter, commencing with the fiscal quarter ending March 28, 2020. Further, the Company is required to prepay the Vitamin Shoppe Term Loan (i) with 60% of consolidated excess cash flow on a fiscal quarterly basis (less voluntary prepayments already made), up to a maximum of $12.5 million in any fiscal year, and (ii) subject to the Intercreditor Agreement, with the net cash proceeds of certain other customary prepayment events (subject to certain customary reinvestment rights). Such fixed quarterly installments and excess cash flow prepayments cease to be required (subject to certain exceptions) if the then outstanding aggregate principal amount of the Vitamin Shoppe Term Loan is less than or equal to the lesser of $25 million and a specified borrowing base based on the Company's eligible credit card receivables, accounts, inventory and equipment, less certain reserves. All repayments or prepayments (whether voluntary or mandatory) of the Vitamin Shoppe Term Loan, other than the fixed quarterly installments and excess cash flow prepayments, are subject to early repayment fees. If the outstanding aggregate principal amount of the Term Loan at any time exceeds a specified borrowing base, set at $70.0 million until January 10, 2020, and thereafter based on the eligible credit card receivables, accounts receivable, inventory, equipment and intellectual property, less certain reserves, the Agent must instruct the agent of the Vitamin Shoppe ABL Revolver to implement a reserve against the borrowing base under the Vitamin Shoppe ABL Agreement (as defined below) in the amount of such excess, and if such reserve is not implemented, the Company is required to repay the amount of such excess.

The Vitamin Shoppe Term Loan Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including the delivery of financial statements, borrowing base certificates and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. The financial covenants set forth in the Vitamin Shoppe Term Loan Agreement include a limit on capital expenditures in each fiscal year, a minimum consolidated liquidity requirement to be tested weekly and a minimum consolidated EBITDA requirement to be tested at the end of each fiscal quarter, in each case with respect to the Company and its subsidiaries. In addition, the Vitamin Shoppe Term Loan Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 3.0% interest on the Vitamin Shoppe Term Loan.

On May 22, 2020, the Company amended the Vitamin Shoppe Term Loan and Vitamin Shoppe ABL Revolver. The Vitamin Shoppe Term Loan was amended to, among other things, (i) permit the assignment of $5.3 million of the outstanding term loan to Franchise Group, Inc. (the "Parent"), subject to certain conditions and certain limitations on Parent’s rights as a lender, (ii) modify the minimum consolidated EBITDA covenant, (iii) limit the quarterly dividend payment by Parent that would otherwise have been permitted in the second fiscal quarter of 2020 (by reference to certain financial calculations from the first fiscal quarter of 2020) (the "Dividend Waiver") and (iv) permit the Parent and the Borrowers to use an anticipated tax refund to prepay $12.5 million of the term loan upon receipt of such tax refund, along with a 2% prepayment fee, plus (x) if the tax refund prepayment is not made by July 31, 2020, the Borrowers will be required to pay a fee of 0.5% of the outstanding term loan (other than the portion of the term loan held by Parent) and (y) if the tax refund prepayment is not made by September 25, 2020, the Borrowers will be required to pay additional amortization of $3.1 million for each fiscal quarter

(beginning with the fiscal quarter ending on September 26, 2020) until the tax refund prepayment is made (which additional quarterly amortization may be deducted from the required tax refund prepayment).

On May 22, 2020, the Company purchased $5.3 million of the Vitamin Shoppe Term Loan from one of the participating lenders, which effectively retired that portion of the term loan.

Vitamin Shoppe ABL Revolver

On December 16, 2019, the Company, through direct and indirect subsidiaries, entered into a Second Amended and Restated Loan and Security Agreement (the “ Vitamin Shoppe ABL Agreement”) providing for a senior secured revolving loan facility (the “Vitamin Shoppe ABL Revolver”) with commitments available to the Company of the lesser of (i) $100.0 million and (ii) a specified borrowing base based on our eligible credit card receivables, accounts receivable and inventory, less certain reserves, and as to each of clauses (i) and (ii), less a $10.0 million availability block. The Vitamin Shoppe ABL Revolver will mature on December 16, 2022, unless the maturity is accelerated subject to the terms set forth in the Vitamin Shoppe ABL Agreement. The Company borrowed $70.0 million on December 16, 2019, the proceeds of which were used to consummate the Vitamin Shoppe Acquisition. The ABL Agreement amended and restated the existing Amended and Restated Loan and Security Agreement (the “Existing Vitamin Shoppe ABL Agreement”), dated as of January 20, 2011.

The Company's obligations under the ABL Agreement are secured by substantially all of the assets of the Vitamin Shoppe segment. The Intercreditor Agreement sets forth the relative priorities of the security interests granted with respect to the Vitamin Shoppe ABL Revolver and those granted with respect to the Vitamin Shoppe Term Loan. The security interest granted to the Vitamin Shoppe ABL Revolver lenders is senior to that granted to the Vitamin Shoppe Term Loan lenders with respect to, among other assets, accounts receivable, inventory and deposit accounts.

Borrowings under the Vitamin Shoppe ABL Revolver will, at the Company's option, bear interest at either (i) a rate per annum based on LIBOR for an interest period of one, two, three or six months, plus an interest rate margin that ranges from 1.25% to 1.75%, depending on excess availability (a “LIBOR Loan”), with a 0.0% LIBOR floor, or (ii) an alternate base rate determined as provided in the Vitamin Shoppe ABL Agreement, plus an interest rate margin that ranges from 0.25% to 0.75%, depending on excess availability (an “ABR Loan”), with a 1.0% alternate base rate floor. Interest on LIBOR Loans is payable in arrears at the end of each applicable interest period (and, with respect to a six-month interest period, three months after commencement of the interest period), and interest on ABR Loans is payable in arrears on the first business day of each calendar quarter.

Subject to the Intercreditor Agreement, the Company is required to repay borrowings under the Vitamin Shoppe ABL Revolver with the net cash proceeds of certain customary events (subject to certain customary reinvestment rights). Further, if the outstanding principal amount of the borrowings under the Vitamin Shoppe ABL Revolver at any time exceeds the lesser of $100.0 million and the borrowing base, less, in each case, a $10.0 million availability block, the Company must prepay any such excess.

The Vitamin Shoppe ABL Agreement includes customary affirmative and negative covenants binding on the Company and its subsidiaries, including the delivery of financial statements, borrowing base certificates and other reports. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets, pay dividends on its capital stock and enter into transactions with affiliates. In addition, the Vitamin Shoppe ABL Agreement includes customary events of default, the occurrence of which may require the Company to pay an additional 2.0% interest on the borrowings under the Vitamin Shoppe ABL Revolver.

Liberty Tax Credit Agreement

On May 16, 2019, the Company entered into a new credit agreement (the "Liberty Tax Credit Agreement") which provided for a $135.0 million senior revolving credit facility, a $10.0 million sub-facility for the issuance of letters of credit, and a $20.0 million swingline loan sub-facility. On October 2, 2019, the Company amended the Liberty Tax Credit Agreement dated May 16, 2019 to extend the maturity date to October 2, 2022, from the original maturity date of May 31, 2020 and decrease the aggregate amount of commitments from $135.0 million to $125.0 million as of October 2, 2019. The Liberty Tax Credit Agreement included customary affirmative, negative, and financial covenants, including delivery of financial statements and other reports and maintenance of existence. On February 14, 2020, the Company amended certain provisions of the Liberty Tax Credit Agreement to provide for the gradual reduction of the commitments under the Liberty Tax Credit Agreement and terminated the facility on April 30, 2020.

Other Indebtedness

On February 7, 2020, the Company completed the repurchase of $60.4 million in aggregate principal amount of outstanding Convertible Senior Notes for a purchase price of $60.6 million, which included accrued interest.

In December 2016, the Company obtained a mortgage payable to a bank in monthly installments of principal payments plus interest at the one-month LIBOR plus 1.85% through December 2026 with a balloon payment of $0.8 million due at maturity. The mortgage is collateralized by land and buildings.

Debt (Details) - USD ($)		6 Months Ended
Debt (Details) - USD ($)	Dec. 16, 2019	Jun. 27, 2020	Mar. 28, 2020	Feb. 14, 2020	Feb. 07, 2020	Dec. 28, 2019	Oct. 02, 2019	May 16, 2019
Credit facility
Secured Long-term Debt, Noncurrent	$ 70.0
Deferred AD Fees and Franchise Fees at beginning of period		$ 35,982,000	$ 23,838,000			$ 10,519,000
Interest Rate Margin		6.50%
Line of Credit Facility, Current Borrowing Capacity		$ 135.0
line of credit, sub-facility		10.0
Line of Credit Facility, Swingline, Sub-Facility		20.0
Current Installments of Long-Term Obligation		203,490,000				218,384,000
Long-term obligations, excluding current installments, net		$ 537,148,000				245,236,000
Debt Instrument, Commitment Fee, Rate		6.00%
Interest, Mortgage Payable	1.85%
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid	$ 0.8
Long-term Debt and Lease Obligation, Including Current Maturities		$ 740,638,000				463,620,000
Line of Credit Facility, Availability Block	10.0
Additional Amortization Cost		3.1
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement	25
Loans [Member]
Credit facility
Long-term Debt, Gross		575.0
FGNH First Out Tranche [Member]
Credit facility
Loans Payable to Bank, Noncurrent		$ 375.0
Interest Rate Margin		8.00%
FGNH First Out Tranche [Member] \| ABR Loan Rate [Member]
Credit facility
Interest Rate Margin		7.00%
FGNH Last Out Tranche [Member] [Member]
Credit facility
Loans Payable to Bank, Noncurrent		$ 200.0
Interest Rate Margin		12.50%
Derivative, Floor Interest Rate		1.50%
FGNH Last Out Tranche [Member] [Member] \| ABR Loan Rate [Member]
Credit facility
Interest Rate Margin		11.50%
Second Amendment ABR Loan Base Rate Floor [Member]
Credit facility
Interest Rate Margin		6.50%
FGNH Credit Agreement [Member]
Credit facility
Credit Agreement, Installment Payments		$ 6.25
Consolidated Excess Cash Flow, Percentage		50.00%
Line of Credit Facility, Current Borrowing Capacity				$ 100.0
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent		2.00%
FGNH ABL Term Loan [Member]
Credit facility
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		2.00%
Total debt				$ 100.0
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent		2.00%
one-month London Inter-Bank Offered Rate (LIBOR)
Credit facility
Interest Rate Margin		7.50%
Derivative, Floor Interest Rate		1.50%
Commitments to Extend Credit [Member]
Credit facility
Line of Credit Facility, Current Borrowing Capacity		$ 100
Loan Participations and Assignments [Member]
Credit facility
Total debt		5.3
Debt [Member]
Credit facility
Prepayment of Debt		$ 12.5
Debt Prepayment Penalty [Domain]
Credit facility
Debt Instrument, Prepayment Penalty, Percent		2.00%
Late Payment Fee Percentage [Member]
Credit facility
Debt Instrument, Prepayment Penalty, Percent		0.50%
Senior Notes Repurchase, Amount [Member]
Credit facility
Total debt					$ 60.4
ABR Loan Base Rate Floor [Member]
Credit facility
Interest Rate Margin		5.50%
Loans Receivable, Basis Spread on Variable Rate		2.50%
Derivative, Floor Interest Rate		2.50%
Revolver
Credit facility
Total debt		$ 158,500,000				129,260,000
Term loan
Credit facility
Total debt		577,126,000				268,660,000
SEC Schedule, 12-09, Allowance, Franchise Notes Receivable [Member]
Credit facility
Total debt		1,882,000				1,661,000
Other debt
Credit facility
Total debt		1,758,000				1,825,000
Senior Notes [Member]
Credit facility
Total debt		0			$ 60.6	60,439,000
Finance Lease Liability [Member]
Credit facility
Total debt		1,372,000				$ 1,775,000
Credit facility \| Vitamin Shoppe Credit Agreement [Member]
Credit facility
Debt Instrument, Periodic Payment	$ 4.25
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent	3.00%
Payment for Debt Extinguishment or Debt Prepayment Cost	$ 12.5
Credit facility \| Vitamin Shoppe Credit Agreement [Member] \| one-month London Inter-Bank Offered Rate (LIBOR)
Credit facility
Interest rate margin (as a percent)	9.00%
Debt Instrument, Basis Spread on Variable Rate, Floor	2.00%
Credit facility \| Sears Outlet Credit Agreement [Member]
Credit facility
Consolidated Excess Cash Flow, Percentage	60.00%
Credit facility \| Vitamin Shoppe Credit Facility [Member]
Credit facility
Line of Credit Facility, Current Borrowing Capacity	$ 100.0	$ 575
Debt Instrument, Debt Default, Additional Interest May Be Required to Pay if Events of Default Occur, Percent	2.00%
Credit facility \| Vitamin Shoppe Credit Facility [Member] \| one-month London Inter-Bank Offered Rate (LIBOR)
Credit facility
Interest rate margin (as a percent)	1.25%
Debt Instrument, Basis Spread on Variable Rate, Floor	0.00%
Credit facility \| Vitamin Shoppe Credit Facility [Member] \| London Interback Offered Rate (LIBOR) High Range [Member]
Credit facility
Interest rate margin (as a percent)	1.75%
Credit facility \| Vitamin Shoppe Credit Facility [Member] \| Alternate Base Rate [Member]
Credit facility
Interest rate margin (as a percent)	0.25%
Debt Instrument, Basis Spread on Variable Rate, Floor	1.00%
Credit facility \| Vitamin Shoppe Credit Facility [Member] \| Alternate Base Rate High [Member]
Credit facility
Interest rate margin (as a percent)	0.75%
Credit facility \| Liberty Tax [Member]
Credit facility
Maximum borrowing capacity							$ 125.0	$ 135.0

Stockholders' Equity (Details) - USD ($)		3 Months Ended			6 Months Ended		8 Months Ended
Stockholders' Equity (Details) - USD ($)	Feb. 07, 2020	Jun. 27, 2020	Mar. 28, 2020	Jun. 30, 2019	Jun. 27, 2020	Jun. 30, 2019	Dec. 28, 2019	Feb. 14, 2020	Jan. 03, 2020
Stockholders' Equity
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition		$ 1,817,000		$ 639,000	$ 4,265,000	$ 1,028,000
Weighted Average Number of Shares Outstanding, Basic		34,972,364		14,062,766	29,173,172	14,059,279
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		34,972,364		14,062,766	29,335,633	14,124,104
Earnings Per Share, Diluted		$ (0.62)		$ (0.37)	$ 1.29	$ 2.33
Proceeds from Stock Options Exercised					$ 187,000	$ 153,000
Unrealized Gain (Loss) on Derivatives					(122,000)		$ (42,000)
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax		$ (1,987,000)			(1,987,000)		(1,496,000)
Stock-based compensation expense - equity awards					4,339,000	$ 1,047,000
Accumulated Other Comprehensive Income (Loss), Net of Tax		$ (2,103,000)			$ (2,103,000)		(1,538,000)
Antidilutive securities
Adjustments to Additional Paid in Capital, Other			$ 10.0
Earnings Per Share, Basic		$ (0.62)		$ (0.37)	$ 1.30	$ 2.34
Class A common stock
Stockholders' Equity
Net Income (Loss) Available to Common Stockholders, Basic		$ (21,673,000)		$ (5,255,000)	$ 37,866,000	$ 32,936,000
Adjustment to APIC, Share-based Compensation, Requisite Service Period Recognition		15,000		$ 51,000	$ 18,000	$ 1,000
Weighted Average Number of Shares Outstanding, Basic					29,173,172	14,059,279
Weighted Average Number of Shares Outstanding, Diluted				14,124,104	29,335,633
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements					162,461	64,825
Common Stock, Value, Issued		352,000			$ 352,000		$ 183,000
net income (loss) available to common shareholders, basic and diluted		$ (21,673,000)		$ (5,255,000)
Earnings Per Share, Basic and Diluted		$ (0.62)		$ (0.37)
Weighted Average Number of Shares Outstanding, Basic and Diluted		34,972,364		14,062,766
Antidilutive securities
Net Income (Loss) Available to Common Stockholders, Diluted					$ 37,866,000	$ 32,936,000
Vitamin Shoppe [Member]
Stockholders' Equity
Common Stock, Shares Subscribed but Unissued									2,354,000
Common Stock, Par or Stated Value Per Share									$ 0.01
Antidilutive securities
Share Price									$ 12.00
Common Stock, Value, Subscriptions									$ 28.2
Investor Shares purchased [Member]
Stockholders' Equity
Common Stock, Shares Subscribed but Unissued	3,877,965
Equity Unit Purchase Agreements [Member]
Antidilutive securities
Common Stock, Value, Subscriptions	$ 65.9
Fair Value Measured at Net Asset Value Per Share [Member]
Antidilutive securities
Business Acquisition, Share Price	$ 12.00
Private Placement [Member]
Antidilutive securities
Business Acquisition, Share Price	$ 23.00
Senior Notes [Member]
Antidilutive securities
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger	2.25%
Kayne FRG Holding L.P. [Member]
Stockholders' Equity
Common Stock, Value, Issued								$ 31.0
Antidilutive securities
Common Stock, Shares, Issued								1,250,000
Remaining New Holdco Units [Member]
Stockholders' Equity
Preferred Stock, redeemed for Common, Shares			5,495,606
Preferred Stock, additional shares [Member]
Stockholders' Equity
Preferred Stock, redeemed for Common, Shares			1,099,121
Sears Outlet [Member]
Antidilutive securities
Common Stock, Value, Subscriptions									$ 70.0

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 27, 2020	Aug. 03, 2020
Entity Information [Line Items]
Entity File Number	001-35588
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3561876
Title of 12(b) Security	Common stock, par value $.01 per share
Trading Symbol	FRG
Entity Registrant Name	Franchise Group, Inc.
Entity Address, Address Line One	2387 Liberty Way
Entity Address, City or Town	Virginia Beach,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23456
City Area Code	757)
Local Phone Number	493-8855
Entity Central Index Key	0001528930
Document Type	10-Q
Document Annual Report	true
Document Period End Date	Jun. 27, 2020
Document Transition Report	false
Amendment Flag	false
Current Fiscal Year End Date	--12-26
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Security Exchange Name	NASDAQ
Common Stock [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		40,029,599

Commitments and Contingencies (Details) $ in Millions	Jun. 27, 2020 USD ($)
Commitments and contingencies
Loss Contingency Accrual	$ 3.0
Additional Accrual for loss contingency [Member]
Commitments and contingencies
Loss Contingency Accrual	1.0
Compliance Program loss contingency [Member]
Commitments and contingencies
Loss Contingency Accrual	$ 0.5

Income Taxes	6 Months Ended
Income Taxes	Jun. 27, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes 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 $45.6 million through the second quarter associated with the income tax components contained in the Act. As of June 27, 2020, the Company has completed an initial analysis of the tax effects of the Act but continues to monitor developments by federal and state rule making authorities regarding implementation of the Act. The Company has made reasonable estimates of the effects of the Act and will adjust, if needed, as new laws or guidance becomes available. For the three months ended June 27, 2020 and June 30, 2019, the Company had an effective tax rate of (9.4)% and 15.0%, respectively. The difference in the tax rate is primarily due an increase in the valuation allowance driven by the redemption of the New Holdco units during the quarter. For the six months ended June 27, 2020, the Company recognized an income tax benefit of $44.0 million, which represented an effective tax rate of 1,091.2%. For the six months ended June 30, 2019, the Company recognized income tax expense of $14.7 million, which represented an effective tax rate of 30.9%. The income tax benefit for the six months ended June 27, 2020, included the impact of the enactment of the Act, as discussed above, which is the primary driver of the difference in effective tax rate. In addition, the impact of the American Freight Acquisition has been considered for the six months ended June 27, 2020. The Company recorded an additional $11.4 million deferred tax liability to account for cumulative temporary differences resulting from the American Freight Acquisition. These initial amounts recorded in connection with purchase accounting will be adjusted during the measurement periods as the Company gathers information regarding facts and circumstances that existed as of the acquisition date. The Company has a valuation allowance recorded against its net deferred tax assets of $45.3 million. The Company intends to maintain a valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. A reduction in the valuation allowance could result in a significant decrease in income tax expense in the period in which the release is recorded. However, the exact timing and amount of any reduction in the Company’s valuation allowance are unknown at this time and will be subject to the earnings level it achieves in future periods. During the three months ended June 27, 2020, the Company recognized $24.2 million of deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. See "-Tax Receivable Agreement" for more information. Tax Receivable Agreement Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of New Holdco when New Holdco units are redeemed or exchanged by the non-controlling interest holders and other qualifying transactions. The Company plans to make an election under Section 754 of Code for each taxable year in which a redemption or exchange of New Holdco units occurs. The Company intends to treat any redemptions and exchanges of New Holdco units by the non-controlling interest holders as direct purchases of New Holdco units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. 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. During the three months ended June 27, 2020, the Company acquired an aggregate of 5,495,606 New Holdco units, which resulted in an increase in the tax basis of our investment in New Holdco subject to the provisions of the Tax Receivable Agreement. In the three months ended June 27, 2020, the Company recognized an additional liability in the amount of $9.7 million for the payments due to the redeeming members under the Tax Receivable Agreement ("TRA Payments"), representing 40% of the cash savings it expects to realize from the tax basis increases related to the redemption of New Holdco units, after concluding it was probable that such TRA Payments would be paid based on the Company's estimates of future taxable income. The total liability owed under the Tax Receivable Agreement is $17.2 million as of June 27, 2020, which is recorded in "Other non-current liabilities" in the accompanying condensed consolidated balance sheets. No payments were made to members of New Holdco pursuant to the Tax Receivable Agreement during the quarter ended June 27, 2020.

Revenue Revenue (Details 1) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Revenue Revenue (Details 1) - USD ($) $ in Thousands	Jun. 27, 2020	Jun. 27, 2020	Mar. 28, 2020	Dec. 28, 2019
Revenue Recognition and Deferred Revenue [Abstract]
Deferred AD Fees and Franchise Fees at beginning of period	$ 35,982	$ 35,982	$ 23,838	$ 10,519
Recognition of Deferred Revenue	(16,809)	(24,996)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue	1,540	14,159
New Deferrals of Franchise and AD Fees	$ 27,413	$ 36,300