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Related Parties
9 Months Ended
May 31, 2022
Related Party Transactions [Abstract]  
Related Parties Related Parties
Christopher J. Pappas, our former Chief Executive Office and Harris J. Pappas, a former Director of the Company, own two restaurant entities (the “Pappas entities”) that, from time to time, provided services to the Company and its subsidiaries, as detailed in the Amended and Restated Master Sales Agreement dated August 2, 2017 among the Company and the Pappas entities. Collectively, Messrs. Pappas and the Pappas entities own greater than 5% of the Company's common stock.
There were no purchases under this agreement for the fiscal period ended May 31, 2022. Our purchases under this agreement were not material for the fiscal year ended August 25, 2021. Services provided under this agreement are subject to review and approval by the Finance and Audit Committee of the Company’s Board of Directors.
Operating Leases
We had leased two restaurant locations that were owned by a Pappas entity. The leases were terminated on December 31, 2020 and February 26, 2021, respectively. Rent payments under the two lease agreements discussed above were not material for the fiscal year ended August 25, 2021 or the fiscal period ended May 31, 2022.
Fuddruckers Franchise
In February 2021, we completed the sale and transfer of a previously company-owned Fuddruckers restaurant to HPCP Investments, LLC, one of the Pappas entities, for cash proceeds of approximately $0.2 million and the termination of our operating lease on the property, discussed above. Concurrent with the sale, Pappas Restaurants, Inc. entered into a franchise agreement with us to operate a Fuddruckers restaurant at this location. Each of these transactions was approved by the Finance and Audit Committee of our Board of Directors. We sold the Fuddruckers Franchise business on August 6, 2021.
Culinary Contract Services Business
On March 28, 2022, we sold our Culinary Contract Services business, which did not include our frozen packaged foods business, to Culinary Concessions, LLC ("Purchaser"), a member managed limited liability company. Purchaser is wholly owned by Pappas Restaurants, Inc. ("PRI"). PRI is jointly owned and controlled by Messrs. Pappas.
Key Management Personnel
Mr. Pappas resigned his position as President and Chief Executive Officer, effective January 27, 2021. Mr. Pappas remained a member of the Board of Directors of the Company until August 23, 2021. Previously, on December 11, 2017, the Company had entered into a new employment agreement with Mr. Pappas. Under the employment agreement, which is no longer effective as of January 27, 2021, the initial term of Mr. Pappas' employment ended on August 28, 2019 and automatically renewed for additional one year periods, unless terminated in accordance with its terms. The employment agreement had been unanimously approved by the Executive Compensation Committee of our Board of Directors as well as by the full Board at that time. Previously, effective August 1, 2018, the Company and Mr. Pappas agreed to reduce his fixed annual base salary to one dollar.
Also, effective January 27, 2021, the Board of Directors appointed John Garilli as the Company’s Interim President and Chief Executive Officer. The Company and Mr. Garilli’s employer, Winthrop Capital Advisors LLC ("WCA"), entered into an agreement (the “Agreement”) pursuant to which the Company paid WCA a one-time fee of $50,000 and paid a monthly fee of $20,000 for so long as Mr. Garilli served the Company in said positions. The Company also entered into an Indemnity Agreement with Mr. Garilli and WCA.
Effective September 8, 2021, the Board of Directors appointed Eric Montague as the Company's Interim Chief Financial Officer and Treasurer. The Company and Mr. Montague's employer, WCA, entered into an agreement pursuant to which the Company paid WCA a monthly fee of $10,000 for so long as Mr. Montague served the Company in said positions.
The Company and WCA had previously entered into a consulting agreement, pursuant to which WCA provided consulting services related to the Company’s adoption of the liquidation basis of accounting in the filing of our Quarterly Report on Form 10-Q for the quarter ended December 16, 2020. The Company and WCA also executed separate consulting agreements to provide similar services for the filing of our Quarterly Report on Form 10-Q for the quarters ended March 10, 2021, June 2, 2021, December 1, 2021, and March 9, 2022, and for the filing of our Annual Report on Form 10-K for the fiscal year ended August 15, 2021, respectively. WCA continues to provide services to the Trust as it did for the Company, currently on the same terms as noted above.