Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 26, 2014 | Mar. 02, 2015 | Jun. 27, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Chefs' Warehouse, Inc. | ||
Entity Central Index Key | 1517175 | ||
Current Fiscal Year End Date | -14 | ||
Document Period End Date | 26-Dec-14 | ||
Document Type | 10-K | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Trading Symbol | chef | ||
Amendment Flag | FALSE | ||
Entity Filer Category | Accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Common Stock, Shares Outstanding | 25,019,489 | ||
Entity Public Float | $383,811,187 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 26, 2014 | Dec. 27, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $3,328 | $20,014 |
Accounts receivable, net of allowance of $4,675 in 2014 and $3,642 in 2013 | 96,896 | 76,413 |
Inventories, net | 75,528 | 64,710 |
Deferred taxes, net | 3,500 | 2,708 |
Prepaid expenses and other current assets | 9,755 | 16,250 |
Total current assets | 189,007 | 180,095 |
Restricted cash | 5,578 | |
Equipment and leasehold improvements, net | 47,938 | 27,589 |
Software costs, net | 5,358 | 2,265 |
Goodwill | 78,508 | 78,026 |
Intangible assets, net | 50,485 | 57,450 |
Other assets | 4,897 | 3,755 |
Total assets | 376,193 | 354,758 |
Current liabilities: | ||
Accounts payable | 43,157 | 33,925 |
Accrued liabilities | 19,522 | 15,803 |
Accrued compensation | 6,645 | 5,996 |
Current portion of long-term debt | 7,736 | 6,867 |
Total current liabilities | 77,060 | 62,591 |
Long-term debt, net of current portion | 135,800 | 140,847 |
Deferred taxes, net | 8,067 | 8,338 |
Other liabilities and deferred credits | 8,472 | 10,917 |
Total liabilities | 229,399 | 222,693 |
Commitments and contingencies: | ||
Stockholders' equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 26, 2014 and December 27, 2013 | ||
Common Stock - $0.01 par value, 100,000,000 shares authorized, 25,031,267 and 25,032,216 shares issued and outstanding at December 26, 2014 and December 27, 2013, respectively | 250 | 250 |
Additional paid in capital | 97,966 | 96,973 |
Cumulative foreign currency translation adjustment | -693 | -214 |
Retained earnings | 49,271 | 35,056 |
Total stockholders' equity | 146,794 | 132,065 |
Total liabilities and stockholders' equity | $376,193 | $354,758 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 26, 2014 | Dec. 27, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $4,675 | $3,642 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,031,267 | 25,032,216 |
Common stock, shares outstanding | 25,031,267 | 25,032,216 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Income Statement [Abstract] | |||
Net sales | $836,625 | $673,545 | $480,292 |
Cost of sales | 630,573 | 501,181 | 355,288 |
Gross profit | 206,052 | 172,364 | 125,004 |
Operating expenses | 173,042 | 135,783 | 96,237 |
Operating income | 33,010 | 36,581 | 28,767 |
Interest expense | 8,167 | 7,775 | 3,674 |
(Gain) loss on sale of assets | -5 | 8 | 18 |
Income before income taxes | 24,848 | 28,798 | 25,075 |
Provision for income taxes | 10,633 | 11,808 | 10,564 |
Net income | 14,215 | 16,990 | 14,511 |
Other comprehensive income: | |||
Foreign currency translation adjustments | -479 | -214 | |
Comprehensive income | $13,736 | $16,776 | $14,511 |
Net income per share: | |||
Basic | $0.58 | $0.78 | $0.70 |
Diluted | $0.57 | $0.77 | $0.69 |
Weighted average common shares outstanding: | |||
Basic | 24,638,135 | 21,766,743 | 20,612,407 |
Diluted | 24,844,565 | 21,995,042 | 20,926,365 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
In Thousands, except Share data | |||||
Beginning Balance at Dec. 30, 2011 | $208 | $19,806 | $3,555 | $23,569 | |
Beginning Balance (in shares) at Dec. 30, 2011 | 20,840,590 | ||||
Net income | 14,511 | 14,511 | |||
Stock compensation (in shares) | 171,233 | ||||
Stock compensation | 2 | 1,545 | 1,547 | ||
Shares surrendered to pay withholding taxes, shares | -23,750 | ||||
Shares surrendered to pay withholding taxes | -346 | -346 | |||
Cumulative translation adjustment | |||||
Ending Balance at Dec. 28, 2012 | 210 | 21,005 | 18,066 | 39,281 | |
Ending Balance (in shares) at Dec. 28, 2012 | 20,988,073 | ||||
Net proceeds from IPO or secondary offering (in shares) | 3,800,000 | ||||
Net proceeds from IPO or secondary offering | 38 | 74,999 | 75,037 | ||
Net income | 16,990 | 16,990 | |||
Stock compensation (in shares) | 258,348 | ||||
Stock compensation | 2 | 1,208 | 1,210 | ||
Excess tax benefits on stock compensation | 30 | 30 | |||
Shares surrendered to pay withholding taxes, shares | -14,205 | ||||
Shares surrendered to pay withholding taxes | -269 | -269 | |||
Cumulative translation adjustment | -214 | -214 | |||
Ending Balance at Dec. 27, 2013 | 250 | 96,973 | -214 | 35,056 | 132,065 |
Ending Balance (in shares) at Dec. 27, 2013 | 25,032,216 | ||||
Net income | 14,215 | 14,215 | |||
Stock compensation (in shares) | 21,008 | ||||
Stock compensation | 1,374 | 1,374 | |||
Excess tax benefits on stock compensation | 110 | 110 | |||
Shares surrendered to pay withholding taxes, shares | -21,957 | ||||
Shares surrendered to pay withholding taxes | -491 | -491 | |||
Cumulative translation adjustment | -479 | -479 | |||
Ending Balance at Dec. 26, 2014 | $250 | $97,966 | ($693) | $49,271 | $146,794 |
Ending Balance (in shares) at Dec. 26, 2014 | 25,031,267 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Cash flows from operating activities: | |||
Net income | $14,215 | $16,990 | $14,511 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 3,113 | 2,521 | 2,074 |
Amortization | 5,130 | 4,796 | 1,858 |
Provision for allowance for doubtful accounts | 1,195 | 924 | 1,434 |
Deferred credits | -105 | 331 | 302 |
Deferred taxes | 173 | 970 | -83 |
Amortization of deferred financing fees | 876 | 647 | 446 |
Write-off of deferred financing fees | 237 | ||
Stock compensation | 1,374 | 1,210 | 1,547 |
Change in fair value of earn-out | -1,581 | -1,157 | |
(Gain) loss on asset disposal | -5 | 8 | 18 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | -21,332 | -5,883 | -7,739 |
Inventories | -10,809 | 395 | -5,130 |
Prepaid expenses and other current assets | 6,074 | -9,207 | -2,060 |
Accounts payable and accrued liabilities | 10,744 | -1,212 | 1,350 |
Other liabilities | 1,830 | -199 | |
Other assets | -1,095 | -496 | -374 |
Net cash provided by operating activities | 9,797 | 10,638 | 8,391 |
Cash flows from investing activities: | |||
Capital expenditures | -24,206 | -11,704 | -3,186 |
Purchase price adjustment (Cash paid for acquisitions, net of cash received) | 484 | -77,995 | -72,521 |
Proceeds from asset disposals | 49 | ||
Net cash used in investing activities | -23,673 | -89,699 | -75,707 |
Cash flows from financing activities: | |||
Change in restricted cash | 5,578 | 5,430 | -7 |
Proceeds from secondary offering | 75,037 | ||
Proceeds from new senior secured loan | 40,000 | ||
Proceeds from senior secured notes | 100,000 | ||
Payment of debt and capital lease obligations | -7,054 | -5,271 | -30,131 |
Borrowing under revolving credit line | 19,100 | 70,800 | 248,258 |
Payments under revolving credit line | -19,100 | -145,800 | -190,640 |
Payment of deferred financing fees | -841 | -1,230 | -1,733 |
Surrender of shares to pay withholding taxes | -491 | -269 | -346 |
Excess tax benefits on stock compensation | 110 | 30 | |
Net cash (used in)/provided by financing activities | -2,698 | 98,727 | 65,401 |
Effect of foreign currency on cash and cash equivalents | -112 | 230 | |
Net change in cash and cash equivalents | -16,686 | 19,896 | -1,915 |
Cash and cash equivalents at beginning of year | 20,014 | 118 | 2,033 |
Cash and cash equivalents at end of year | 3,328 | 20,014 | 118 |
Supplemental disclosures of cash flow information: | |||
Cash paid for income taxes | 10,652 | 11,457 | 12,291 |
Cash paid for interest | 8,161 | 6,013 | 2,781 |
Noncash investing activity: | |||
Capital lease | 137 | 343 | |
Software financing | 2,869 | 3,328 | |
Liabilities assumed with acquisitions | $238 | $10,941 |
Operations_and_Basis_of_Presen
Operations and Basis of Presentation | 12 Months Ended |
Dec. 26, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Basis of Presentation | Note 1 - Operations and Basis of Presentation |
Description of Business and Basis of Presentation | |
The financial statements include the consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. In 2011, this resulted in a 53-week year ended December 30, 2011. The Company operates in one segment, food product distribution, which is concentrated on the East and West Coasts of the United States. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. | |
Consolidation | |
The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |
Use of Estimates | |
The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires it to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Estimates are used in determining, among other items, the allowance for doubtful accounts, reserves for inventories, self-insurance reserves for group medical insurance, workers’ compensation insurance, and automobile liability insurance, future cash flows associated with impairment testing for intangible assets (including goodwill) and long-lived assets, useful lives for intangible assets, stock-based compensation and tax reserves. Actual results could differ from estimates. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 26, 2014 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies |
Revenue Recognition | |
Revenue from the sale of a product is recognized at the point at which the product is delivered to the customer. The Company grants certain customers sales incentives, such as rebates or discounts and treats these as a reduction of sales at the time the sale is recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized. | |
Cost of Sales (COS) | |
The Company records cost of sales based upon the net purchase price paid for a product, including applicable freight charges incurred to deliver the product to the Company’s warehouse. | |
Operating Expenses | |
Operating expenses include the costs of facilities, product handling and replenishment, protein processing costs, delivery, selling and general administrative activities. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of less than three months to be cash equivalents. The Company periodically maintains balances at financial institutions which may exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. | |
Accounts Receivable | |
Accounts receivable consist of trade receivables from customers and are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined based upon a number of specific criteria, such as whether a customer has filed for or been placed into bankruptcy, has had accounts referred to outside parties for collections or has had accounts significantly past due. The allowance also covers short paid invoices the Company deems to be uncollectable as well as a portion of trade accounts receivable balances projected to become uncollectable based upon historic patterns. | |
Inventories | |
Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or market. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. The Company maintains reserves for slow-moving and obsolete inventories. | |
Purchase Incentives | |
The Company receives consideration and product purchase credits from certain vendors that the Company accounts for as a reduction of cost of sales. There are several types of cash consideration received from vendors. The purchase incentive is primarily in the form of a specified amount per pound or per case. For the years ended December 26, 2014, December 27, 2013, and December 28, 2012, the recorded purchase incentives totaled approximately $8,175, $6,653, and $5,134, respectively. | |
Concentrations of Credit Risks | |
Financial instruments that subject the Company to concentrations of credit risk consist of cash, temporary cash investments and trade receivables. The Company’s policy is to deposit its cash and temporary cash investments with major financial institutions. The Company distributes its food and related products to a customer base that consists primarily of leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. However, the Company, in certain instances, has obtained personal guarantees from certain customers. There is no significant balance with any individual customer. | |
Equipment and Leasehold Improvements | |
The Company records equipment and leasehold improvements at cost. Equipment that has been financed through capital leases is recorded at the present value of the minimum lease payments, which approximates cost. Equipment and leasehold improvements, including capital lease assets, are depreciated on a straight-line basis based upon estimated useful life. | |
Software Costs | |
The Company capitalizes certain computer software licenses and software implementation costs that are included in software costs in its consolidated balance sheets. These costs were incurred in connection with developing or obtaining computer software for internal use if it has a useful life in excess of one year, in accordance with Accounting Standards Codification (ASC) 350-40 “Internal-Use Software.” Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task that it previously did not perform. Internal use software is amortized on a straight-line basis over a three to seven year period. Capitalized costs include direct acquisitions as well as software and software development acquired under capitalized leases and internal labor where appropriate. Capitalized software purchases and related development costs, net of accumulated amortization, were $5,358 at December 26, 2014 and $2,265 at December 27, 2013. | |
Impairment of Long-Lived Assets | |
Long-lived assets, other than goodwill, are reviewed for impairment in accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets” which only requires testing whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If the net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), an additional step is performed that determines the fair value of the asset and the Company records an impairment, if any. | |
Debt Issuance Costs | |
Certain costs associated with the issuance of debt instruments are capitalized and included in non-current assets in the consolidated balance sheets. The Company had unamortized debt issuance costs of $2,751 and $2,803 as of December 26, 2014 and December 27, 2013, respectively. These costs are amortized over the terms of the related debt instruments by effective interest rate method. Amortization of debt issuance costs was $876 for the fiscal year ended December 26, 2014, $647 for the fiscal year ended December 27, 2013, and $446 for the fiscal year ended December 28, 2012. | |
Intangible Assets | |
The intangible assets recorded by the Company consist of customer relationships, covenants not to compete and trademarks which are amortized over their useful lives on a schedule that approximates the pattern in which economic benefits of the intangible assets are consumed. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow model. There have been no events or changes in circumstances during fiscal 2014, fiscal 2013 or fiscal 2012 indicating that the carrying value of our finite-lived intangible assets are not recoverable. | |
Goodwill | |
Goodwill is the excess of the acquisition cost of businesses over the fair value of identifiable net assets acquired in accordance with ASC 350, “Intangibles-Goodwill and Other.” Impairment testing for goodwill is performed at least annually and more frequently if indicators of impairment exist. Impairment testing for goodwill uses a two-step approach, which is performed at the consolidated level, as the Company has a single reporting unit. Step one compares the fair value of the Company (using the market capitalization approach) with its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the entity’s goodwill to its implied fair value (i.e., fair value of the entity less the fair value of the entity’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as impairment. There have been no events or changes in circumstances during fiscal 2014, fiscal 2013 or fiscal 2012 indicating that goodwill may be impaired. | |
Employee Benefit Programs | |
The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). Beginning in fiscal 2011, the Company elected to make matching contributions to the 401(k) Plan at 50% of employee contributions to a maximum of six percent of an employee’s salary, capped at $2.5 per associate per year. The Company recognized expense related to the 401(k) Plan totaling $717, $449 and $337, respectively, for the years ended December 26, 2014, December 27, 2013 and December 28, 2012. | |
Income Taxes | |
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The Company follows certain provisions of ASC 740, “Income Taxes” (previously reported as Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”) which established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the tax authorities. The Company records uncertain tax positions when it is estimable and probable that such liabilities have been incurred. The Company, when required, will accrue interest and penalties related to income tax matters in income tax expense. | |
Commitments and Contingencies | |
The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and can be reasonably estimated. | |
Stock-Based Compensation | |
The Company measures stock-based compensation at the grant date based on the fair value of the award. Restricted stock awards are valued based on the fair value of the stock on the grant date and the related compensation expense is recognized over the service period. Similarly, for time-based restricted stock awards subject to graded vesting, the Company ensures that the compensation expense recognized is at least equal to the vested portion of the award. | |
Self-Insurance Reserves | |
Effective October 1, 2011, the Company began maintaining a self-insured group medical program. The program contains stop loss thresholds of $125 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program during the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. | |
Effective August 1, 2012, the Company became self-insured for workers’ compensation and automobile liability to deductibles or self-insured retentions of $350 for workers compensation and $250 for automobile liability per occurrence. The amounts in excess of the Company’s deductibles are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. | |
Fair Value Measurements | |
The carrying values of the Company’s assets and liabilities approximate the fair values except for the fair value of the Company’s fixed rate debt, which is based on prevailing interest rates and market prices for debt of similar terms and maturities. The carrying amount of the Company’s senior secured notes at December 26, 2014 approximates fair value as the interest rate obtained by the Company approximates the prevailing interest rates for similar instruments. As of December 26, 2014, the Company’s only assets or liabilities measured at fair value were the contingent earn-out liabilities for the Allen Brothers, Queensgate and Euro Gourmet acquisitions. These liabilities were estimated using Level 3 inputs and had fair values of $5,696, $0 and $243 at December 26, 2014, respectively. |
Net_Income_Per_Share
Net Income Per Share | 12 Months Ended | ||||||||||||
Dec. 26, 2014 | |||||||||||||
Net income per share: | |||||||||||||
Net Income Per Share | Note 3 – Net Income per Share | ||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Net income | $ | 14,215 | $ | 16,990 | $ | 14,511 | |||||||
Net income per share : | |||||||||||||
Basic | $ | 0.58 | $ | 0.78 | $ | 0.7 | |||||||
Diluted | $ | 0.57 | $ | 0.77 | $ | 0.69 | |||||||
Weighted average common shares outstanding : | |||||||||||||
Basic | 24,638,135 | 21,766,743 | 20,612,407 | ||||||||||
Diluted | 24,844,565 | 21,995,042 | 20,926,365 | ||||||||||
Reconciliation of earnings per share: | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator: | |||||||||||||
Net income | $ | 14,215 | $ | 16,990 | $ | 14,511 | |||||||
Denominator: | |||||||||||||
Weighted average basic common shares outstanding | 24,638,135 | 21,766,743 | 20,612,407 | ||||||||||
Dilutive effect of unvested common shares | 206,430 | 228,299 | 313,958 | ||||||||||
Weighted average diluted common shares outstanding | 24,844,565 | 21,995,042 | 20,926,365 | ||||||||||
We had unvested common shares of 8,903, 20,944 and 0 that were anti-dilutive at December 26, 2014, December 27, 2013, and December 28, 2012, respectively. | |||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | Note 4 – Fair Value Measurements | ||||||||||||||||
The Company accounts for certain assets and liabilities at fair value. The Company categorizes each of its fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: | |||||||||||||||||
Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets. | |||||||||||||||||
Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities include the following: | |||||||||||||||||
a) | quoted prices for similar assets in active markets; | ||||||||||||||||
b) | quoted prices for identical or similar assets in inactive markets; | ||||||||||||||||
c) | inputs other than quoted prices that are observable for the asset; and | ||||||||||||||||
d) | inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||||||||||||||||
If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset. | |||||||||||||||||
Level 3 - Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure. | |||||||||||||||||
Assets and Liabilities Measured at Fair Value | |||||||||||||||||
As of December 26, 2014 the Company’s only assets or liabilities measured at fair value were the contingent earn-out liabilities for the Allen Brothers, Euro Gourmet and Queensgate acquisitions. These liabilities were estimated using Level 3 inputs and had fair values of $5,696, $243 and $0 at December 26, 2014, respectively. These liabilities are reflected as accrued liabilities and other liabilities and deferred credits on the balance sheet. The fair value of contingent consideration was determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. | |||||||||||||||||
The following table presents the changes in Level 3 contingent consideration liability: | |||||||||||||||||
Euro | Allen | Queensgate | Total | ||||||||||||||
Gourmet | Brothers | ||||||||||||||||
Balance December 28, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Opening liability | — | 6,322 | 2,118 | 8,440 | |||||||||||||
Payments | — | — | — | — | |||||||||||||
Changes in fair value | — | — | (1,158 | ) | (1,158 | ) | |||||||||||
Balance December 27, 2013 | — | 6,322 | 960 | 7,282 | |||||||||||||
Opening liability | 238 | — | — | 238 | |||||||||||||
Payments | — | — | — | — | |||||||||||||
Changes in fair value | 5 | (626 | ) | (960 | ) | (1,581 | ) | ||||||||||
Balance December 26, 2014 | $ | 243 | $ | 5,696 | $ | 0 | 5,939 | ||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The carrying amounts reported in the Company’s consolidated balance sheets for accounts receivable and accounts payable approximate fair value, due to the immediate to short-term maturity of these financial instruments. The fair values of the current and former revolving credit facilities and term loans approximated their book values as of December 26, 2014 and December 27, 2013, as these instruments had variable interest rates that reflected current market rates. The carrying amount of the Company’s senior secured notes at December 26, 2014 approximates fair value, as the interest rate obtained by the Company approximates the prevailing interest rates for similar instruments. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||
Acquisitions | Note 5 – Acquisitions | ||||||||||||||||||||
The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations”. Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. Results of operations are included in the Company’s financial statements from the date of acquisition. For the acquisitions noted below, the Company used the income approach to determine the fair value of the customer relationships, the relief from royalty method to determine the fair value of trademarks and the comparison of economic income using the with/without approach to determine the fair value of non-compete agreements. The Company used Level 3 inputs to determine the fair value of all these intangible assets. | |||||||||||||||||||||
On December 11, 2013, the Company acquired substantially all the assets of Allen Brothers, Inc. (and its subsidiaries) based in Chicago, Illinois. Founded in 1893, Allen Brothers is a leading processor and distributor of premium quality meats to the nation’s finest restaurants, hotels, casinos and country clubs. In addition, Allen Brothers supplies many of those same high quality products to consumers through a direct mail and e-commerce platform. The total purchase price for the business is estimated to be approximately $30,670, which includes approximately $23,939 paid at closing with cash proceeds from the Company’s September 2013 common stock offering. The remaining $6,731 represents pension liabilities the Company assumed of $2,878 and earnout consideration of $6,000 to be paid upon the achievement of certain performance milestones over the next four years following the closing, offset by $2,147 received as an adjustment to the purchase price. The Company expensed $300 of professional fees in operating expenses related to the acquisition during the year ended December 27, 2013. During fiscal 2014, the Company completed a valuation of the tangible and intangible assets of Allen Brothers as of the acquisition date. These assets were valued at fair value using Level 3 inputs. Customer lists will be amortized over 20 years and trademarks will be amortized over 40 years. Goodwill for the Allen Brothers acquisition will be amortized over 15 years for tax purposes. | |||||||||||||||||||||
On May 1, 2013, the Company acquired 100% of the equity interests of Qzina Specialty Foods North America Inc. (“Qzina”), a British Columbia, Canada corporation based in Pompano Beach, Florida. Founded in 1982, Qzina is a leading supplier of gourmet chocolate, dessert and pastry products dedicated to the pastry professional. At the time of its acquisition, Qzina supplied some of the finest restaurants, bakeries, patisseries, chocolatiers, hotels and cruise lines throughout the U.S. and Canada. The total purchase price for Qzina was approximately $31,796, net of $578 of cash and was funded with borrowings under the revolving credit facility portion of the Company’s senior secured credit facilities. In the third quarter of 2014, the Company received a settlement of $491 from the prior owners of Qzina directly related to disputes regarding the working capital adjustment. The Company reduced goodwill by $400 and used $91 to offset legal fees that were incurred in connection with the dispute. The Company expensed $149 of legal fees in operating expenses related to the acquisition in the year ended December 27, 2013. The Company has completed a formal valuation of the tangible and intangible assets of Qzina, as of the acquisition date. These assets were valued at fair value using Level 3 inputs. Other intangible assets consist of trademarks, which will be amortized over 20 years, customer relationships, which will be amortized over 20 years and covenants not to compete, which will be amortized over 2-5 years. Goodwill for the Qzina acquisition is not deductible for tax purposes. | |||||||||||||||||||||
On December 31, 2012, the Company purchased substantially all the assets of Queensgate Foodservice (“Queensgate”), a foodservice distributor based in Cincinnati, Ohio. The purchase price for Queensgate was approximately $21,934, which the Company financed with borrowings under the revolving credit facility portion of the Company’s then-existing senior secured credit facilities. Additionally, the purchase price could have been increased by up to $2,400 based upon the achievement of certain EBITDA milestones over a two-year period following the closing. This contingent consideration was not earned, as Queensgate did not meet the EBITDA threshold requiring payment for fiscal 2014 and 2013 results, and was recorded as a reduction of operating expenses. The Company expensed $69 of legal fees in operating expenses related to the acquisition in the year ended December 27, 2013. The Company has completed a formal valuation of the tangible and intangible assets of Queensgate. These assets were valued at fair value using Level 3 inputs. Other intangible assets consist of customer relationships, which will be amortized over 7 years, and covenants not to compete, which will be amortized over 5 years. Goodwill for the Queensgate acquisition will be amortized for tax purposes over 15 years. | |||||||||||||||||||||
On August 10, 2012, the Company acquired 100% of the outstanding equity interests of Michael’s for approximately $52,973, net of $536 of cash. In August of 2013, we paid the sellers $335 to settle a dispute over the final working capital settlement. Michael’s distributes an extensive portfolio of custom cut beef, seafood and other center-of-the-plate products to many of the leading restaurants, country clubs, hotels and casinos in Ohio, Indiana, Illinois, Tennessee, Michigan, Kentucky, West Virginia and western Pennsylvania. The Company financed the purchase price with borrowings under the revolving credit facility portion of the Company’s then-existing senior secured credit facilities. During the year ended December 28, 2012, the Company expensed $85 of legal fees in operating expenses related to the acquisition. The Company has completed a formal valuation of the intangible and certain tangible assets of Michael’s. The financial statements reflect the results of the valuation of the goodwill, intangible assets and fixed assets the Company acquired in the transaction. These assets were valued at fair value using Level 3 inputs. Other intangible assets consist of customer relationships, which will be amortized over 10 years, two trademarks, which will be amortized over 12-20 years, and covenants not to compete, which will be amortized over 5 years. Goodwill for the Michael’s acquisition will be amortized for tax purposes over a period of 15 years. | |||||||||||||||||||||
On April 27, 2012, the Company acquired 100% of the outstanding common stock of Praml International, Ltd., a Nevada corporation (“Praml”), for approximately $19,548 in cash. Praml is a leading specialty foodservice company that has serviced the Las Vegas and Reno markets for over 20 years. The Company financed the purchase price with borrowings under the revolving credit facility portion of the Company’s then-existing senior secured credit facilities. During the year ended December 28, 2012, the Company expensed $23 of legal fees in operating expenses related to the acquisition. The Company has completed a valuation of the tangible and intangible assets of Praml. These assets were valued at fair value using Level 3 inputs. Other intangible assets consist of customer relationships, which will be amortized over 11 years, covenants not to compete, which will be amortized over 6 years, and two trademarks, which will be amortized over 1-20 years. Goodwill for the Praml acquisition is not deductible for tax purposes. | |||||||||||||||||||||
The table below details the assets and liabilities acquired as part of the acquisitions of Allen Brothers, which was effective as of December 9, 2013, Qzina, which was effective as of May 1, 2013, Queensgate, which was effective as of December 31, 2012, Michael’s, which was effective as of August 10, 2012, and Praml, which was effective as of April 27, 2012, and the allocation of the purchase price paid in connection with these acquisitions. | |||||||||||||||||||||
Allen Brothers | Qzina | Queensgate | Michael’s | Praml | |||||||||||||||||
Current assets | $ | 15,797 | $ | 22,498 | $ | 4,140 | $ | 16,161 | $ | 3,315 | |||||||||||
Customer relationships | 2,522 | 6,070 | 1,520 | 12,431 | 4,187 | ||||||||||||||||
Trademarks | 4,782 | 4,411 | — | 12,724 | 1,369 | ||||||||||||||||
Goodwill | 10,924 | 5,445 | 15,243 | 12,239 | 12,866 | ||||||||||||||||
Non-compete agreement | — | 2,480 | 2,920 | 477 | 1,254 | ||||||||||||||||
Fixed assets | 4,370 | 906 | 1,909 | 2,871 | — | ||||||||||||||||
Other assets | 33 | ||||||||||||||||||||
Deferred tax assets | — | — | — | 29 | — | ||||||||||||||||
Deferred tax liability | — | (4,302 | ) | (863 | ) | — | (2,676 | ) | |||||||||||||
Capital leases | — | (137 | ) | — | (343 | ) | — | ||||||||||||||
Earn-out liability | (6,322 | ) | — | (2,118 | ) | — | — | ||||||||||||||
Pension exit liability | (2,878 | ) | — | — | — | — | |||||||||||||||
Unfavorable leases | — | (6 | ) | — | — | — | |||||||||||||||
Current liabilities | (7,436 | ) | (5,391 | ) | (817 | ) | (2,744 | ) | (767 | ) | |||||||||||
Cash purchase price | $ | 21,792 | $ | 31,974 | $ | 21,934 | $ | 53,845 | $ | 19,548 | |||||||||||
Inventory
Inventory | 12 Months Ended |
Dec. 26, 2014 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 – Inventory |
Inventory consists of finished product. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. Inventory is reflected net of reserves for shrinkage and obsolescence totaling $1,130 and $683 at December 26, 2014 and December 27, 2013, respectively. |
Restricted_Cash
Restricted Cash | 12 Months Ended |
Dec. 26, 2014 | |
Receivables [Abstract] | |
Restricted Cash | Note 7 – Restricted Cash |
On April 26, 2012, Dairyland HP LLC, an indirectly wholly-owned subsidiary of the Company (“DHP”), entered into a financing arrangement under the New Markets Tax Credit (“NMTC”) program under the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to which Commercial Lending II LLC (“CLII”), a community development entity and a subsidiary of JPMorgan Chase Bank, N.A. (“Chase”), provided to DHP an $11,000 construction loan (the “NMTC Loan”) to help fund DHP’s expansion and build-out of the Company’s new Bronx, New York distribution facility. The proceeds from the NMTC Loan were fully utilized during fiscal 2014. Prior to their use, the proceeds from this loan were reflected as restricted cash on the balance sheet. For more information on the NMTC Loan see Note 10. |
Equipment_and_Leasehold_Improv
Equipment and Leasehold Improvements | 12 Months Ended | ||||||||||
Dec. 26, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Equipment and Leasehold Improvements | Note 8 – Equipment and Leasehold Improvements | ||||||||||
Plant, equipment and leasehold improvements consisted of the following: | |||||||||||
As of | |||||||||||
Useful Lives | 26-Dec-14 | 27-Dec-13 | |||||||||
Land | Indefinite | $ | 1,464 | $ | 1,464 | ||||||
Buildings | 20 years | 3,672 | 3,672 | ||||||||
Machinery and equipment | 5-10 years | 7,220 | 7,111 | ||||||||
Computers, data processing and other equipment | 3-7 years | 6,424 | 6,006 | ||||||||
Leasehold improvements | 7-15 years | 9,057 | 9,091 | ||||||||
Furniture and fixtures | 7 years | 904 | 622 | ||||||||
Vehicles | 5-7 years | 987 | 1,001 | ||||||||
Other | 7 years | 95 | 95 | ||||||||
Construction-in-process | 36,200 | 14,414 | |||||||||
66,023 | 43,476 | ||||||||||
Less: accumulated depreciation and amortization | (18,085 | ) | (15,887 | ) | |||||||
Equipment and leasehold improvements, net | $ | 47,938 | $ | 27,589 | |||||||
Construction-in-process at December 26, 2014 and December 27, 2013 relates primarily to the build out of our new distribution facility in Bronx, New York, the build out of our new distribution facility in Las Vegas, Nevada and the costs incurred related to the implementation of our JD Edwards ERP system. The Company expects to spend approximately $20,000 in fiscal 2015 to complete these projects. | |||||||||||
At December 26, 2014, December 27, 2013 and December 28, 2012, the Company had $509, $820 and $679, respectively, of equipment and vehicles financed by capital leases. The Company recorded depreciation of $96, $211 and $132 on these assets for the years ended December 26, 2014, December 27, 2013 and December 28, 2012, respectively. | |||||||||||
Depreciation expense was $2,166, $2,024 and $1,730 for the fiscal years ended December 26, 2014, December 27, 2013 and December 28, 2012, respectively. | |||||||||||
Capitalized software is recorded net of accumulated amortization of $2,423 and $1,572 for the fiscal years ended December 26, 2014 and December 27, 2013, respectively. Amortization expense on software was $851, $286 and $221 for the fiscal years ended December 26, 2014, December 27, 2013, and December 28, 2012, respectively. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Goodwill and Other Intangible Assets | Note 9 – Goodwill and Other Intangible Assets | ||||||||||||||||
The changes in the carrying amount of goodwill are presented as follows: | |||||||||||||||||
Carrying amount as of December 28, 2012 | $ | 45,359 | |||||||||||||||
Goodwill increases | 32,719 | ||||||||||||||||
Foreign currency translation | (52 | ) | |||||||||||||||
Carrying amount as of December 27, 2013 | 78,026 | ||||||||||||||||
Goodwill increases | 564 | ||||||||||||||||
Foreign currency translation | (82 | ) | |||||||||||||||
Carrying amount as of December 26, 2014 | $ | 78,508 | |||||||||||||||
Other intangible assets consist of customer relationships being amortized over a period ranging from four to twenty years, trademarks being amortized over a period of one to forty years, and non-compete agreements being amortized over a period of two to six years. Other intangible assets were consisted of the following at December 26, 2014 and December 27, 2013: | |||||||||||||||||
Weighted-Average | Gross | Accumulated Amortization | Net Amount | ||||||||||||||
Remaining | Carrying Amount | ||||||||||||||||
Amortization Period | |||||||||||||||||
26-Dec-14 | |||||||||||||||||
Customer relationships | 131 months | $ | 32,261 | $ | (6,939 | ) | $ | 25,322 | |||||||||
Non-compete agreements | 38 months | 7,166 | (2,825 | ) | 4,341 | ||||||||||||
Trademarks | 270 months | 23,586 | (2,764 | ) | 20,822 | ||||||||||||
Total | 181 months | $ | 63,013 | $ | (12,528 | ) | $ | 50,485 | |||||||||
27-Dec-13 | |||||||||||||||||
Customer relationships | 132 months | $ | 29,439 | $ | (4,199 | ) | $ | 25,240 | |||||||||
Non-compete agreements | 49 months | 7,131 | (1,412 | ) | 5,719 | ||||||||||||
Other amortizable intangibles | 119 months | 9,274 | (54 | ) | 9,220 | ||||||||||||
Trademarks | 239 months | 18,804 | (1,533 | ) | 17,271 | ||||||||||||
Total | 154 months | $ | 64,648 | $ | (7,198 | ) | $ | 57,450 | |||||||||
Amortization expense for other intangibles was $5,130, $4,796 and $1,858 for the years ended December 26, 2014, December 27, 2013 and December 28, 2012, respectively. At December 27, 2013, other amortizable intangibles represented the initial purchase price allocation for Allen Brothers. | |||||||||||||||||
As of December 26, 2014, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows: | |||||||||||||||||
2015 | $ | 5,255 | |||||||||||||||
2016 | 5,198 | ||||||||||||||||
2017 | 5,162 | ||||||||||||||||
2018 | 4,023 | ||||||||||||||||
2019 | 3,745 | ||||||||||||||||
Thereafter | 27,102 | ||||||||||||||||
Total | $ | 50,485 |
Debt_Obligations
Debt Obligations | 12 Months Ended | |||||||
Dec. 26, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt Obligations | Note 10 – Debt Obligations | |||||||
Debt obligations as of December 26, 2014 and December 27, 2013 consisted of the following: | ||||||||
December 26, | December 27, | |||||||
2014 | 2013 | |||||||
Senior secured notes | $ | 100,000 | $ | 100,000 | ||||
Term loan | 27,000 | 33,000 | ||||||
New Markets Tax Credit Loan | 11,000 | 11,000 | ||||||
Capital leases and financed software | 5,536 | 3,714 | ||||||
Total debt obligations | 143,536 | 147,714 | ||||||
Less: current installments | (7,736 | ) | (6,867 | ) | ||||
Total debt obligations excluding current installments | $ | 135,800 | $ | 140,847 | ||||
On April 25, 2012, Dairyland USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, The Chefs’ Warehouse of Florida, LLC (each, a “Borrower” and collectively, the “Borrowers”), the Company and Chefs’ Warehouse Parent, LLC (together with the Company, the “Guarantors”) entered into a senior secured credit facility (the “Credit Agreement”) with the lenders from time to time party thereto, Chase, as Administrative Agent, and the other parties thereto. The Credit Agreement replaced the credit agreement that the Borrowers and the Guarantors entered into in connection with the Company’s initial public offering. On August 29, 2012, Michael’s Finer Meats Holdings, LLC and Michael’s Finer Meats, LLC each was added as a Guarantor under the Credit Agreement. On January 24, 2013, The Chefs’ Warehouse Midwest, LLC was added as a Guarantor under the Credit Agreement. On October 18, 2013, CW LV Real Estate LLC was added as a Guarantor under the Amended and Restated Credit Agreement. On January 10, 2014, Allen Brothers and The Great Steakhouse Steaks, LLC were added as Guarantors under the Amended and Restated Credit Agreement. | ||||||||
The Credit Agreement provided for a senior secured term loan facility (the “Term Loan Facility”) in the aggregate amount of up to $40,000 (the loans thereunder, the “Term Loans”) and a senior secured revolving loan facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”) of up to an aggregate amount of $100,000 (the loans thereunder, the “Revolving Credit Loans”). The Credit Agreement also provided that the Borrowers could, at their option, increase the aggregate amount of borrowings under either the Revolving Credit Facility or the Term Loan Facility in an aggregate amount up to $40,000 (but in not less than $10,000 increments) (the “Accordion”) without the consent of any lenders not participating in such increase, subject to certain customary conditions and lenders committing to provide the increase in funding. The final maturity of the Term Loans and Revolving Credit Facility was April 25, 2017. Subject to adjustment for prepayments, the Company was required to make quarterly principal payments on the Term Loans on June 30, September 30, December 31 and March 31, with the first four quarterly payments equal to $1,000 per quarter and the last sixteen quarterly payments equal to $1,500 per quarter, with the remaining balance due upon maturity. | ||||||||
The Credit Facilities were secured by substantially all the assets of the Borrowers and the Guarantors with the exception of equity interests in and assets of DHP. Borrowings under the Credit Facilities bore interest at the Company’s option of either (i) the alternate base rate (representing the greatest of (1) Chase’s prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1% and (3) the Adjusted LIBO Rate for one month plus 2.50%, plus in each case the applicable margin of 0.50% for Revolving Credit Loans or Term Loans or (ii), in the case of Eurodollar Borrowings (as defined in the Credit Agreement), the Adjusted LIBO Rate plus the applicable margin of 3.0% for Revolving Credit Loans or Term Loans. The Credit Agreement also included financial covenants that required the Company to meet targeted leverage and fixed charge ratios. | ||||||||
On September 28, 2012, the Borrowers exercised the Accordion under the Credit Agreement in full to increase the aggregate commitments under the Revolving Credit Facility by $40,000. As a result of the Borrowers’ exercise of the Accordion, borrowing capacity under the Revolving Credit Loans increased from $100,000 to $140,000. All other terms of the Credit Agreement were unchanged. | ||||||||
On April 26, 2012, DHP entered into a financing arrangement under the NMTC program under the Code, pursuant to which CLII provided to DHP the NMTC Loan to help fund DHP’s expansion and build-out of its new Bronx, New York facility, which construction is required under the lease agreement related to such facility. The NMTC Loan is evidenced by a Mortgage Note, dated as of April 26, 2012 (the “Mortgage Note”), between DHP, as maker, and CLII, as payee. Under the Mortgage Note, DHP is obligated to pay CLII (i) monthly interest payments on the principal balance then outstanding and (ii) the entire unpaid principal balance then due and owing on April 26, 2017. Interest accrues under the Mortgage Note at 1.00% per annum for as long as DHP is not in default thereunder, which interest shall be calculated on the basis of the actual number of days elapsed over a year of 360 days. | ||||||||
On April 17, 2013, the Borrowers, the Guarantors and the lenders a party thereto entered into an Amendment and Restatement Agreement to amend and restate the Credit Agreement (the “Amended and Restated Credit Agreement”). On May 31, 2013, Qzina Specialty Foods North America (USA), Inc., QZ Acquisition (USA), Inc., The Chefs’ Warehouse Pastry Division, Inc., Qzina Specialty Foods (Ambassador), Inc., Qzina Specialty Foods, Inc. (WA), and Qzina Specialty Foods, Inc. (FL) were added as Guarantors under the Amended and Restated Credit Agreement. | ||||||||
The Amended and Restated Credit Agreement amends and restates the Term Loan Facility and the Revolving Credit Facility. The Amended and Restated Credit Agreement provides for $36,000 in principal amount of Term Loans under the Term Loan Facility and up to an aggregate amount of $140,000 of Revolving Credit Loans under the Revolving Credit Facility. The sub-limits for letters of credit and swingline loans under the Credit Facilities were unchanged. Unutilized commitments under the revolving credit facility portion of the Amended and Restated Credit Agreement are subject to a per annum fee of from 0.35% to 0.45%, based on the Company’s leverage ratio. A fronting fee of 0.25% per annum is payable on the face amount of each letter of credit issued under the Credit Facilities. | ||||||||
The final maturity of the Credit Facilities remains April 25, 2017. Subject to adjustment for prepayments, the Company is required to make quarterly principal payments on the Term Loans on June 30, September 30, December 31 and March 31 of each year, with each quarterly payment equal to $1,500, with the remaining balance due upon maturity. | ||||||||
After giving effect to the amendment and restatement thereof, borrowings under the Credit Facilities continue to be secured by all the assets of the Borrowers and Guarantors, with the exception of the equity interests in and assets of DHP, and borrowings thereunder will bear interest at the Company’s option of either (i) the alternate base rate (representing the greatest of (1) Chase’s prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1.00% and (3) the adjusted LIBO rate for one month plus 2.50%) plus in each case an applicable margin of from 1.75% to 2.25%, based on the Company’s leverage ratio, or (ii) in the case of Eurodollar Borrowings (as defined in the Amended and Restated Credit Agreement), the adjusted LIBO rate plus an applicable margin of from 2.75% to 3.25%, based on the Company’s leverage ratio. The LIBO rate is the rate for Eurodollar deposits for a period equal to one, three or six months (as selected by the applicable Borrower) appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page on such screen), at approximately 11:00 a.m. London time, two business days prior to the commencement of the applicable interest period. The Amended and Restated Credit Agreement also includes financial covenants that require the Company to meet targeted leverage and fixed charge ratios. | ||||||||
On April 17, 2013, the Company issued $100,000 in guaranteed senior secured notes (the “Notes”) to Prudential Capital Group, an institutional investment division of Prudential Financial, Inc., through a private placement transaction pursuant to a Note Purchase and Guarantee Agreement dated April 17, 2013 (the “Note Purchase and Guarantee Agreement”). The Notes bear an annual interest rate of 5.9% and mature in 2023. The Notes must be repaid in two equal installments of $50,000. The first payment is due on April 17, 2018. The second payment is due at maturity on April 17, 2023. The proceeds from the private placement of the Notes were used to repay borrowings under the Revolving Credit Facility. The Notes have financial covenants that are substantially similar to the financial covenants for the Amended and Restated Credit Agreement. | ||||||||
During fiscal 2014, the Company entered into various amendments to the Amended and Restated Credit Agreement to effect the following changes: (i) permit one of the Company’s subsidiaries to incur up to $15,000 of permitted indebtedness and associated liens to obtain construction and permit mortgage financing for a new warehouse facility in Las Vegas, Nevada, (ii) increase the basket for additional indebtedness that is not otherwise permitted by the terms of the Amended and Restated Credit Agreement from $5,000 to $10,000, (iii) eliminate the Company’s requirement to achieve a certain minimum Fixed Charge Coverage Ratio (as defined in the Amended and Restated Credit Agreement) as of September 30, 2014 and to amend the Fixed Charge Coverage Ratio definition (A) to account for the significant investments the Company has made, and expects to continue to make, in its business to support its growth and (B) to eliminate the deduction of the unfinanced portion of Capital Expenditures (as defined in the Amended and Restated Credit Agreement) from the calculation of EBITDA utilized to calculate the Fixed Charge Coverage Ratio, (iv) permit a sale-leaseback transaction involving the Company’s Las Vegas distribution facility that is currently under construction, (v) increase the amount of assets that the loan parties may sell in any twelve month period in transactions not otherwise permitted from $1,000 to $5,000, (vi) adjust certain financial covenants and the periods during which the loan parties must comply with such covenants, and (vii) set a maximum permitted amount of Capital Expenditures that may be made or incurred by the loan parties in future fiscal years. The Note Purchase and Guarantee Agreement was similarly amended to modify the Note Purchase and Guarantee Agreement in the same manner as the Amended and Restated Credit Agreement. | ||||||||
As of December 26, 2014, the Borrowers and Guarantors were in compliance with all debt covenants under the Amended and Restated Credit Agreement, as amended, the Notes and the Note Purchase and Guarantee Agreement, as amended, DHP was in compliance with all debt covenants under the NMTC Loan and the Company had reserved $4,845 of the Revolving Credit Facility for the issuance of letters of credit. As of December 26, 2014, funds totaling $135,155 were available for borrowing under the Revolving Credit Facility. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 26, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 11 – Stockholders’ Equity |
On September 25, 2013, the Company completed a public offering of 3,800,000 shares of its common stock at $21.00 per share, and certain existing stockholders sold an additional 1,375,000 shares, including 675,000 shares sold to the underwriters to cover over-allotments. The Company recognized proceeds of approximately $75,037 after deducting underwriting fees and commissions and estimated offering expenses. The Company utilized approximately $12,500 of the net proceeds from the offering to repay outstanding borrowings under the Revolving Credit Facility, and subsequently used $23,939 to finance its acquisition of Allen Brothers, $2,063 to finance its acquisition of Euro Gourmet and the remainder for general corporate purposes. | |
Equity Incentive Plan | |
The Company has adopted the 2011 Omnibus Equity Incentive Plan (the “Equity Plan”). The purpose of the Equity Plan is to promote the interests of the Company and its stockholders by (i) attracting and retaining key officers, employees and directors; (ii) motivating such individuals by means of performance related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and its stockholders. | |
The Equity Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors and allows for the issuance of stock options, stock appreciation rights (“SARs”), restricted share awards (“RSAs”), restricted share units, performance awards, or other stock-based awards. Stock option exercise prices are fixed by the Committee but shall not be less than the fair market value of a common share on the date of the grant of the option, except in the case of substitute awards. Similarly, the grant price of an SAR may not be less than the fair market value of a common share on the date of the grant. The Committee will determine the expiration date of each stock option and SAR, but in no case shall the stock option or SAR be exercisable after the expiration of ten years from the date of the grant. The Company plans to issue new shares upon exercise of any stock options. The Equity Plan provided 1,750,000 shares available for grant, of which no more than 1,000,000 could be for Incentive Stock Options. As of December 26, 2014, there were 1,078,511 shares available for grant. | |
On August 2, 2011, the Company granted RSAs totaling 206,666 shares to two employees. The awards were valued at $18.01 per share, representing the closing price of the Company’s common stock on August 2, 2011. Fifty percent of the awards (103,333 shares) vested immediately resulting in a compensation charge of $1,861 and the remainder of the awards, a total of 103,333 shares, were scheduled to vest in equal amounts on each of the next four anniversary dates of the grant of which $193 was recognized as compensation expense during fiscal 2011. During fiscal 2014, 2013 and 2012, the Company recognized expense totaling $54, $93 and $1,055 on these RSAs, respectively. This included a charge for $713 during fiscal 2012 related to the accelerated vesting of 41,334 RSAs issued to the Company’s former chief operating officer as part of his separation from the Company. Through December 26, 2014, RSAs granted in 2011 totaling 25,830 shares were forfeited. | |
On November 2, 2011, the Company granted RSAs totaling 5,652 shares to its four independent directors which vested on the date of the first annual stockholders’ meeting. These shares were valued at $14.30 each (the closing price of our common stock on November 2, 2011). The Company recognized $38 of expense related to these grants in fiscal 2012. | |
During fiscal 2012, the Company issued 229,031 RSAs to its employees and independent directors at a weighted average grant date fair value of $17.63 each. Of these awards, 34,783 RSAs were performance-based grants. The Company recognized no expense on the performance-based grants in fiscal 2014, 2013 or 2012 because the Company did not achieve the performance targets applicable to those periods. The remaining awards were time-based grants which will vest over 4-5 years from the date of grant. During fiscal 2014, 2013 and 2012 the Company recognized expense totaling $631, $742 and $454, respectively, on the time-based grants. Through December 26, 2014, 35,441 of the RSAs granted in 2012 were forfeited. During fiscal 2012, 8,582 RSAs, which were issued prior to the Company’s initial public offering, were forfeited. | |
During fiscal 2013, the Company granted 268,889 RSAs to its employees and independent directors at a weighted average grant date fair value of $16.90 each. Of these awards, 183,700 were performance-based grants. The Company recognized no expense on the performance-based grants during fiscal 2014 and 2013, because the Company did not achieve the performance targets applicable to fiscal 2014 and 2013. The remaining awards were time-based grants which will vest between one and four years from the date of grant. During fiscal 2014 and 2013, the Company recognized expense totaling $355 and $375 on these time-based RSAs. During fiscal 2014, 20,681 of the time vesting RSAs and 37,432 of the performance-vesting RSAs were forfeited. During fiscal 2013, 2,108 of the time vesting RSAs and 8,692 of the performance-vesting RSAs were forfeited. | |
During fiscal 2014, the Company granted 91,176 RSAs to its employees and independent directors at a weighted average grant date fair value of $19.78 each. Of these awards, 27,201 were performance-based grants. The Company recognized no expense on the performance-based grants during fiscal 2014, because the Company did not achieve the performance targets applicable to fiscal 2014. The remaining awards were time-based grants which will vest between one and four years from the date of grant. During fiscal 2014, the Company recognized expense totaling $334 on these time-based RSAs. | |
At December 26, 2014, the Company had 374,567 of unvested RSAs outstanding. At December 26, 2014, the total unrecognized compensation cost for these unvested RSAs was $6,208, and the weighted-average remaining useful life was approximately 14 months. Of this total, $2,484 related to RSAs with time-based vesting provisions and $3,724 related to RSAs with performance-based vesting provisions. At December 26, 2014, the weighted-average remaining useful lives were approximately 15 months for time-based vesting RSAs and 13months for the performance-based vesting RSAs. No compensation expense related to the Company’s RSAs has been capitalized. | |
The Company has not issued any type of equity award other than RSAs under the Equity Plan. |
Leases
Leases | 12 Months Ended | |||||||||||||||
Dec. 26, 2014 | ||||||||||||||||
Leases [Abstract] | ||||||||||||||||
Leases | Note 12 – Leases | |||||||||||||||
The Company leases various warehouse and office facilities and certain vehicles and equipment under long-term operating lease agreements that expire at various dates, with related parties and with others. See Note 15 for additional discussion of related party transactions. The Company records operating lease costs, including any determinable rent increases, on a straight-line basis over the lease term. As of December 26, 2014, the Company is obligated under non-cancelable operating lease agreements to make future minimum lease payments as follows: | ||||||||||||||||
Related | Third Party | Third Party | Third Party | Total | ||||||||||||
Party Real | Real Estate | Vehicles | Other | |||||||||||||
Estate | ||||||||||||||||
2015 | $ | 489 | $ | 5,559 | $ | 5,612 | $ | 715 | $ | 12,375 | ||||||
2016 | 499 | 5,158 | 5,421 | 442 | 11,520 | |||||||||||
2017 | 509 | 4,909 | 5,049 | 95 | 10,562 | |||||||||||
2018 | 519 | 4,389 | 3,898 | 30 | 8,836 | |||||||||||
2019 | 529 | 3,772 | 3,424 | — | 7,725 | |||||||||||
Thereafter | 2,661 | 31,405 | 2,953 | — | 37,019 | |||||||||||
Total minimum lease payments | $ | 5,206 | $ | 55,192 | $ | 26,357 | $ | 1,282 | $ | 88,037 | ||||||
Total rent expense for operating leases for the years ended December 26, 2014, December 27, 2013 and December 28, 2012 was $16,381, $13,529 and $10,172, respectively. One of the Company’s subsidiaries, Dairyland USA Corporation, subleases one of its distribution centers from TCW Leasing Co., LLC (“TCW”), an entity controlled by the Company’s founders. TCW leases the distribution center from the New York City Industrial Development Agency. In connection with this sublease arrangement and TCW’s obligations to its mortgage lender, Dairyland USA Corporation and two of the Company’s other subsidiaries initially were required to act as guarantors of TCW’s mortgage obligation on the distribution center. The mortgage payoff date is December 2029 and the potential obligation under this guarantee totaled $9,328 at December 26, 2014. By agreement dated July 1, 2005, the lender released all three of the Company’s subsidiaries from their guaranty obligations, provided the sublease between Dairyland USA Corporation and TCW remains in full force and effect. During fiscal 2014, the Company and its subsidiaries were in full compliance with that requirement. In addition, during the first quarter of 2015, TCW plans to refinance its mortgage with another lender, with the result that the Company and its subsidiaries will be unconditionally and fully released from any guaranty of TCW’s mortgage loan. | ||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 26, 2014 | |||||||||||||
Income Taxes | |||||||||||||
Income Taxes | Note 13 – Income Taxes | ||||||||||||
The provision for income taxes consists of the following for the years ended December 26, 2014, December 27, 2013 and December 28, 2012: | |||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current income tax expense | |||||||||||||
Federal | $ | 7,411 | $ | 8,402 | $ | 8,173 | |||||||
Foreign | 114 | 86 | — | ||||||||||
State | 2,935 | 2,350 | 2,474 | ||||||||||
Total current income tax expense | 10,460 | 10,838 | 10,647 | ||||||||||
Deferred income tax expense (benefit) | |||||||||||||
Federal | 92 | 830 | (69 | ) | |||||||||
Foreign | 30 | — | — | ||||||||||
State | 51 | 140 | (14 | ) | |||||||||
Total deferred income tax expense (benefit) | 173 | 970 | (83 | ) | |||||||||
Total income tax expense | $ | 10,633 | $ | 11,808 | $ | 10,564 | |||||||
The income tax expense differed from the total statutory income tax expense as computed by applying the statutory federal income tax rate to income before taxes. The reasons for the differences for the years ended December 26, 2014, December 27, 2013 and December 28, 2012 are set forth and quantified in the following table: | |||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory U.S. Federal tax | $ | 8,697 | $ | 10,079 | $ | 8,776 | |||||||
Differences due to: | |||||||||||||
Other permanent differences | 266 | 293 | 215 | ||||||||||
State and local taxes, net of federal benefit | 1,499 | 1,705 | 1,525 | ||||||||||
Foreign tax rate differential | 74 | 86 | — | ||||||||||
Change in prior year tax estimate | 227 | (185 | ) | 147 | |||||||||
Other, net | (130 | ) | (170 | ) | (99 | ) | |||||||
$ | 10,633 | $ | 11,808 | $ | 10,564 | ||||||||
Deferred tax assets and liabilities at December 26, 2014 and December 27, 2013 consist of the following: | |||||||||||||
December 26, | December 27, | ||||||||||||
2014 | 2013 | ||||||||||||
Current deferred tax assets: | |||||||||||||
Receivables and inventory | $ | 3,948 | $ | 3,204 | |||||||||
Paid time off accrual | 45 | 65 | |||||||||||
Self-insurance reserves | 1,332 | 815 | |||||||||||
Cumulative foreign exchange difference | 703 | 220 | |||||||||||
Current deferred tax assets | 6,028 | 4,304 | |||||||||||
Current deferred tax liabilities: | |||||||||||||
Earnout liabilities | (1,145 | ) | — | ||||||||||
Deduction of prepaid expenses | (1,383 | ) | (1,596 | ) | |||||||||
Current deferred tax assets, net | $ | 3,500 | $ | 2,708 | |||||||||
Non-current deferred tax assets and liabilities: | |||||||||||||
Foreign tax credit payable | $ | 202 | $ | — | |||||||||
Federal net loss carryforwards | 113 | 113 | |||||||||||
State net loss carryforwards | 158 | 131 | |||||||||||
Rent accrual | 696 | 739 | |||||||||||
Stock compensation | 382 | 332 | |||||||||||
Deferred acquisition costs | 189 | 82 | |||||||||||
Other | 1 | — | |||||||||||
Net non-current deferred tax assets | 1,741 | 1,397 | |||||||||||
Non-current deferred tax liabilities: | |||||||||||||
Property & equipment | (598 | ) | (537 | ) | |||||||||
Intangible assets | (9,212 | ) | (9,198 | ) | |||||||||
Other | 2 | — | |||||||||||
Non-current deferred tax liabilities | (9,808 | ) | (9,735 | ) | |||||||||
Non-current deferred tax liabilities, net | $ | (8,067 | ) | $ | (8,338 | ) | |||||||
The deferred tax provision results from the effects of net changes during the year in deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company files income tax returns in the U.S. Federal and various state and local jurisdictions as well as the Canadian Federal and provincial districts. For Federal income tax purposes, the 2011 through 2014 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations and the fact that we have not yet filed our tax return for 2014. For state tax purposes, the 2010 through 2013 tax years remain open for examination by the tax authorities under a four-year statute of limitations. The Company records interest and penalties, if any, in income tax expense. | |||||||||||||
At December 26, 2014, the Company had a federal net loss carryforward of $323 which resulted from the Company’s acquisition of Qzina in 2013. This federal net loss carryforward expires in fiscal 2033. The Company also acquired state net loss carryforwards totaling $1,725 upon completion of the Qzina acquisition in 2013. The state net loss carryforwards expire between 2031 and 2033. During 2014, the Company generated state net loss carryforwards of $142 from operations. These state net loss carryforwards expire between 2019 and 2034. | |||||||||||||
The foreign net loss carryforward represents the foreign deductions impact from the deferred tax assets and liabilities related to the Qzina acquisition. These net loss carryforwards are fully reserved for as the foreign tax credit is disallowed as a result of IRC Section 901(m), which does not allow use of foreign tax credits on the portion of the deductions to a step-up in basis of the assets. | |||||||||||||
For financial reporting purposes, income from operations before income taxes for our foreign subsidiaries was $1,108 for the year ended December 26, 2014. We had no foreign operations prior to fiscal 2013. Since it is our intention to indefinitely reinvest these earnings, no U.S. taxes have been provided for these amounts. If we changed our reinvestment policy and decided to remit earnings as a dividend, a deferred tax liability would arise. Determination of the amount of unrecognized deferred tax liability on these unremitted taxes is not practicable. | |||||||||||||
There was an examination of the 2010-2012 New York state tax returns. It was asserted during the audit that the QEZE tax credit in New York state, which is a credit of the franchise tax owed for doing business in a qualified enterprise zone, should have started being phased out in 20% increments in 2010. The Company began to phase-out the QEZE credit in 2011. It was also asserted during the audit that the QEZE credit was only applicable to the ratio of tax for the Company’s Dairyland subsidiary. The company is currently disputing this argument and has accounted for a more-likely-than-not final assessment for the tax years 2010-2013 of $511, net of federal tax benefit. If all the Company’s proposals are rejected, the Company believes the final assessment will be $725, net of federal tax benefit. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 26, 2014 | |
Employee Benefit Plans | |
Employee Benefit Plans | Note 14 – Employee Benefit Plans |
Employee Tax-Deferred Savings Plan | |
The Company offers a 401(k) Plan to all full-time employees that provides for tax-deferred salary deductions for eligible employees. Employees may choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service. Beginning in 2011, the Company provided discretionary matching contributions equal to 50 percent of the employee’s contribution amount, up to a maximum of six percent of the employee’s annual salary, capped at $2.5 per associate per year. Matching contributions begin vesting after two years and are fully vested after six years. Employee contributions are fully vested when made. Under the 401(k) Plan there is no option available to the employee to receive or purchase the Company’s common stock. Matching contributions under the 401(k) Plan were $717 for fiscal 2014, $449 for fiscal 2013 and $337 for fiscal 2012. |
Related_Parties
Related Parties | 12 Months Ended |
Dec. 26, 2014 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 15 – Related Parties |
The Company leases two warehouse facilities from related parties. These facilities are owned by entities owned 100% by Christopher Pappas, the Company’s chairman, president and chief executive officer, John Pappas, the Company’s vice chairman and one of its directors, and Dean Facatselis, a former non-employee director of the Company and the brother-in-law of Messrs. Pappas, and are deemed to be affiliates of these individuals. Expense related to the above facilities was $1,564 for the year ended December 26, 2014 and $1,537 for the years ended December 27, 2013 and December 28, 2012, respectively. | |
One of the Company’s non-employee directors, Stephen Hanson, was the President and a 50% owner of a New York City-based multi-concept restaurant operator holding company until December 2013. Certain subsidiaries of this holding company are customers of the Company and its subsidiaries that purchased an aggregate of approximately $3,609, $3,616 and $3,200 of products from us during fiscal 2014, fiscal 2013 and fiscal 2012, respectively. | |
Each of Christopher Pappas, John Pappas and Dean Facatselis owns 8.33% of a New York City-based restaurant customer of the Company and its subsidiaries that purchased an aggregate of approximately $144, $195 and $213 of products from the Company during fiscal 2014, fiscal 2013 and fiscal 2012, respectively. Messrs. Pappas and Facatselis have no other interest in the restaurant other than these equal interests and are not involved in the day-to-day operation or management of this restaurant. | |
John Pappas’s brother-in-law, Constantine Papataros, is one of the Company’s employees. The Company paid him approximately $185, $170 and $140 in total compensation during fiscal 2014, fiscal 2013 and fiscal 2012, respectively. | |
Christopher Pappas’s brother, John Pappas, is one of the Company’s employees and a member of the Company’s Board of Directors. The Company paid John Pappas approximately $447, $452 and $302 in total compensation for fiscal 2014, fiscal 2013 and fiscal 2012, respectively. John Pappas did not receive any compensation in fiscal 2014, fiscal 2013 or fiscal 2012 for his service on the Company’s Board of Directors. | |
An entity owned by Messrs. C. Pappas, J. Couri and S. Hanson own an interest in an aircraft that we use for business purposes in the course of our operations. Each of Messrs. C. Pappas, J. Couri and S. Hanson paid for their respective ownership interests (25% for each individual) in the aircraft himself and bears his respective share of all operating, personnel and maintenance costs associated with the operation of the aircraft. In 2014, we made payments of $280 for use of such aircraft, which included $264 paid directly to an entity not owned by Messrs. C. Pappas, J. Couri or S. Hanson, that manages the aircraft. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 26, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 – Commitments and Contingencies |
Guarantees | |
One of the Company’s subsidiaries, Dairyland USA Corporation, subleases one of its distribution centers from TCW Leasing Co., LLC (“TCW”), an entity controlled by the Company’s founders. TCW leases the distribution center from the New York City Industrial Development Agency. In connection with this sublease arrangement and TCW’s obligations to its mortgage lender, Dairyland USA Corporation and two of the Company’s other subsidiaries initially were required to act as guarantors of TCW’s mortgage obligation on the distribution center. The mortgage payoff date is December 2029 and the potential obligation under this guarantee totaled $9,328 at December 26, 2014. By agreement dated July 1, 2005, the lender released all three of the Company’s subsidiaries from their guaranty obligations, provided the sublease between Dairyland USA Corporation and TCW remains in full force and effect. During fiscal 2014, the Company and its subsidiaries were in full compliance with that requirement. In addition, during the first quarter of 2015, TCW plans to refinance its mortgage with another lender, with the result that the Company and its subsidiaries will be unconditionally and fully released from any guaranty of TCW’s mortgage loan. | |
Legal Contingencies | |
The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. Management believes that the total liabilities to the Company that may arise as a result of currently pending legal proceedings will not have a material adverse effect on the Company taken as a whole. | |
Tax Audits | |
The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. These audits may result in the assessment of additional taxes that are subsequently resolved with authorities or potentially through the courts. Refer to Note 13 for further information. | |
Risk Management Programs | |
The Company maintains a self-insured group medical program. The program contains individual stop loss thresholds of $125 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. The Company’s self-insurance reserves for its medical program totaled $574 and $378 at December 26, 2014 and December 27, 2013, respectively. | |
The Company maintains an insurance program for its automobile liability and workers compensation insurance subject to deductibles or self-insured retentions of $350 for workers compensation and $250 for automobile liability per occurrence. The amounts in excess of our deductibles are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. The Company’s self-insurance reserves for its automobile liability program totaled $928 and $777 at December 26, 2014 and December 27, 2013, respectively. Self-insurance reserves for workers compensation totaled $2,911 and $1,559 at December 26, 2014 and December 27, 2013, respectively. | |
Workforce (unaudited) | |
As of December 26, 2014 we had approximately 1,281 full-time and part-time employees, 159 of whom (approximately 12.4%) are represented by unions. Of the 159 represented by unions, 121 are operating under a collective bargaining agreement. This agreement expires in August of 2017 and we expect we will be able to renegotiate the agreement on satisfactory terms at that time. We do not contribute to a pension plan on behalf of our union employees. The Company believes its relations with its employees are generally satisfactory. | |
Valuation_Reserves
Valuation Reserves | 12 Months Ended | ||||||||||||
Dec. 26, 2014 | |||||||||||||
Valuation Reserves | |||||||||||||
Valuation Reserves | Note 17 – Valuation Reserves | ||||||||||||
A summary of the activity in the accounts receivable allowance for doubtful accounts appears below: | |||||||||||||
December | December | December | |||||||||||
26, 2014 | 27, 2013 | 28, 2012 | |||||||||||
Balance at beginning of period | $ | 3,642 | $ | 3,440 | $ | 2,900 | |||||||
Charged to costs and expenses | 1,195 | 924 | 1,434 | ||||||||||
Customer accounts written off, net of recoveries | (162 | ) | (722 | ) | (894 | ) | |||||||
Balance at end of period | $ | 4,675 | $ | 3,642 | $ | 3,440 | |||||||
A summary of activity in the inventory valuation reserve appears below: | |||||||||||||
December | December | December | |||||||||||
26, 2014 | 27, 2013 | 28, 2012 | |||||||||||
Balance at beginning of period | $ | 683 | $ | 650 | $ | 575 | |||||||
Charged to costs and expenses | 3,422 | 3,051 | 1,948 | ||||||||||
Inventory written off | (2,975 | ) | (3,018 | ) | (1,873 | ) | |||||||
Balance at end of period | $ | 1,130 | $ | 683 | $ | 650 | |||||||
Quarterly_Results
Quarterly Results | 12 Months Ended | ||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||
Disclosure Quarterly Results [Abstract] | |||||||||||||||||
Quarterly Results | Note 18 – Quarterly Results (unaudited) | ||||||||||||||||
The quarterly results of the Company for the years ended December 26, 2014 and December 27, 2013 are as follows: | |||||||||||||||||
March 28, | June 27, | Sept. 26, | Dec. 26, | ||||||||||||||
2014 | 2014 | 2014 (1) | 2014 (2) | ||||||||||||||
Net sales | $ | 187,183 | $ | 213,144 | $ | 208,070 | $ | 228,228 | |||||||||
Gross profit | 46,068 | 52,402 | 50,693 | 56,889 | |||||||||||||
Operating profit | 3,751 | 8,557 | 9,033 | 11,669 | |||||||||||||
Income before income taxes | 1,692 | 6,458 | 7,132 | 9,566 | |||||||||||||
Net income | 989 | 3,820 | 4,207 | 5,199 | |||||||||||||
Basic net income per share | 0.04 | 0.16 | 0.17 | 0.21 | |||||||||||||
Diluted net income per share | 0.04 | 0.15 | 0.17 | 0.21 | |||||||||||||
March 29, | June 28, | Sept. 27, | Dec. 27, | ||||||||||||||
2013 (3) | 2013 (4) | 2013 (5) | 2013 (6) | ||||||||||||||
Net sales | $ | 139,419 | $ | 170,157 | $ | 170,581 | $ | 193,388 | |||||||||
Gross profit | 35,154 | 44,042 | 43,957 | 49,211 | |||||||||||||
Operating profit | 5,897 | 11,055 | 9,435 | 10,194 | |||||||||||||
Income before income taxes | 4,530 | 9,148 | 7,107 | 8,013 | |||||||||||||
Net income | 2,647 | 5,345 | 4,160 | 4,838 | |||||||||||||
Basic net income per share | 0.13 | 0.26 | 0.2 | 0.2 | |||||||||||||
Diluted net income per share | 0.13 | 0.25 | 0.2 | 0.19 | |||||||||||||
(1) The Company recorded a recovery of approximately $1,500 related to the settlement with the prior owners of Michael’s of a dispute associated with the inventory issues it previously experienced at Michael’s. This recovery was reflected as a reduction of operating expenses. | |||||||||||||||||
(2) Beginning in the fourth quarter of 2014 the Company began to reflect the results of the Euro Gourmet acquisition. | |||||||||||||||||
(3) Beginning in the first quarter of 2013 the Company began to reflect the results of the Queensgate acquisition. | |||||||||||||||||
(4) Beginning in the second quarter of 2013 the Company began to reflect the results of the Qzina acquisition. The Company also closed on its $100,000 Notes offering in the second quarter of 2013. | |||||||||||||||||
(5) The Company completed its secondary offering of 3,800,000 shares in the third quarter of 2013. | |||||||||||||||||
(6) Beginning in the fourth quarter of 2013 the Company began to reflect the results of the Allen Brothers acquisition. In the fourth quarter of 2013, the Company recorded a $900 adjustment to cost of sales related to the previously disclosed overstatement of inventory at Michael’s. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 26, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Event |
On January 11, 2015, the Company entered into a definitive agreement to acquire substantially all of the assets and certain equity interests of Del Monte Capitol Meat Co. and certain related entities (“Del Monte”) for approximately $191,200 (subject to customary working capital adjustments as well as final audited results of the acquired entities) consisting of (i) $127,500 in cash, which will be funded from cash on hand and additional borrowings under our existing credit arrangements, (ii) 1.2 million shares of our common stock (valued at $22.00 per share), and (iii) $38,300 in convertible subordinated notes with a six-year maturity bearing interest at 2.5% with a conversion price of $29.70 per share. In addition, the Company has agreed to pay additional contingent consideration that is expected to total approximately $25,500 (subject to certain conditions and upon the successful achievement of adjusted EBITDA targets over the six years following the closing of the acquisition). The transaction is subject to the satisfaction of customary closing conditions and is expected to close near the end of the first quarter of 2015 or early in the second quarter of 2015. | |
On January 11, 2015, the Company entered into an amendment to the Amended and Restated Credit Agreement, as previously amended, that will become effective upon consummation of the Del Monte acquisition to, among other things, (i) replace the definition of Leverage Ratio with definitions of Total Leverage Ratio and Senior Secured Leverage Ratio (each as defined in the Amended and Restated Credit Agreement) and establish limits on the amount of leverage and senior secured leverage that the loan parties may incur, which limits shall decrease through September 30, 2016, (ii) modify the applicable rate for borrowings under the Amended and Restated Credit Agreement to provide for an increased interest rate when the loan parties’ Total Leverage Ratio is equal to, or greater than, 4.25 to 1.00, (iii) permit the acquisition of Del Monte and the related issuance of the Company’s common stock and up to $38,250 of subordinated debt pursuant thereto, and payment of the earn-out consideration in connection with the acquisition of Del Monte so long as the loan parties are not in default under the Amended and Restated Credit Agreement, and (iv) create an expansion option whereby Borrowers may increase the borrowings available under the Amended and Restated Credit Agreement in increments of at least $10,000, such that the aggregate increases do not exceed $60,000. The Company entered into a corresponding amendment to the Note Purchase and Guarantee Agreement that will become effective upon consummation of the Del Monte acquisition to effect similar changes to the Note Purchase and Guarantee Agreement, with the exception of providing for the possibility of increased borrowings. | |
Upon effectiveness of the January 2015 amendment described above, borrowings under the Amended and Restated Credit Agreement will bear interest at the Company’s option of either (i) the alternate base rate (representing the greatest of (1) Chase’s prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1.00% and (3) the adjusted LIBO rate for one month plus 2.50%) plus in each case an applicable margin of from 1.75% to 2.50%, based on the Total Leverage Ratio (as defined in the Amended and Restated Credit Agreement), or (ii) in the case of Eurodollar Borrowings (as defined in the Amended and Restated Credit Agreement), the adjusted LIBO rate plus an applicable margin of from 2.75% to 3.50%, based on the Total Leverage Ratio. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 26, 2014 | |
Summary Of Significant Accounting Policies Policies | |
Revenue Recognition | Revenue Recognition |
Revenue from the sale of a product is recognized at the point at which the product is delivered to the customer. The Company grants certain customers sales incentives, such as rebates or discounts and treats these as a reduction of sales at the time the sale is recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized. | |
Cost of Sales | Cost of Sales (COS) |
The Company records cost of sales based upon the net purchase price paid for a product, including applicable freight charges incurred to deliver the product to the Company’s warehouse. | |
Operating Expenses | Operating Expenses |
Operating expenses include the costs of facilities, product handling and replenishment, protein processing costs, delivery, selling and general administrative activities. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
The Company considers all highly liquid investments with an original maturity of less than three months to be cash equivalents. The Company periodically maintains balances at financial institutions which may exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. | |
Accounts Receivable | Accounts Receivable |
Accounts receivable consist of trade receivables from customers and are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined based upon a number of specific criteria, such as whether a customer has filed for or been placed into bankruptcy, has had accounts referred to outside parties for collections or has had accounts significantly past due. The allowance also covers short paid invoices the Company deems to be uncollectable as well as a portion of trade accounts receivable balances projected to become uncollectable based upon historic patterns. | |
Inventories | Inventories |
Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or market. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. The Company maintains reserves for slow-moving and obsolete inventories. | |
Purchase Incentives | Purchase Incentives |
The Company receives consideration and product purchase credits from certain vendors that the Company accounts for as a reduction of cost of sales. There are several types of cash consideration received from vendors. The purchase incentive is primarily in the form of a specified amount per pound or per case. For the years ended December 26, 2014, December 27, 2013, and December 28, 2012, the recorded purchase incentives totaled approximately $8,175, $6,653, and $5,134, respectively. | |
Concentrations of Credit Risks | Concentrations of Credit Risks |
Financial instruments that subject the Company to concentrations of credit risk consist of cash, temporary cash investments and trade receivables. The Company’s policy is to deposit its cash and temporary cash investments with major financial institutions. The Company distributes its food and related products to a customer base that consists primarily of leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. However, the Company, in certain instances, has obtained personal guarantees from certain customers. There is no significant balance with any individual customer. | |
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements |
The Company records equipment and leasehold improvements at cost. Equipment that has been financed through capital leases is recorded at the present value of the minimum lease payments, which approximates cost. Equipment and leasehold improvements, including capital lease assets, are depreciated on a straight-line basis based upon estimated useful life. | |
Software Costs | Software Costs |
The Company capitalizes certain computer software licenses and software implementation costs that are included in software costs in its consolidated balance sheets. These costs were incurred in connection with developing or obtaining computer software for internal use if it has a useful life in excess of one year, in accordance with Accounting Standards Codification (ASC) 350-40 “Internal-Use Software.” Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task that it previously did not perform. Internal use software is amortized on a straight-line basis over a three to seven year period. Capitalized costs include direct acquisitions as well as software and software development acquired under capitalized leases and internal labor where appropriate. Capitalized software purchases and related development costs, net of accumulated amortization, were $5,358 at December 26, 2014 and $2,265 at December 27, 2013. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Long-lived assets, other than goodwill, are reviewed for impairment in accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets” which only requires testing whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If the net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), an additional step is performed that determines the fair value of the asset and the Company records an impairment, if any. | |
Debt Issuance Costs | Debt Issuance Costs |
Certain costs associated with the issuance of debt instruments are capitalized and included in non-current assets in the consolidated balance sheets. The Company had unamortized debt issuance costs of $2,751 and $2,803 as of December 26, 2014 and December 27, 2013, respectively. These costs are amortized over the terms of the related debt instruments by effective interest rate method. Amortization of debt issuance costs was $876 for the fiscal year ended December 26, 2014, $647 for the fiscal year ended December 27, 2013, and $446 for the fiscal year ended December 28, 2012. | |
Intangible Assets | Intangible Assets |
The intangible assets recorded by the Company consist of customer relationships, covenants not to compete and trademarks which are amortized over their useful lives on a schedule that approximates the pattern in which economic benefits of the intangible assets are consumed. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow model. There have been no events or changes in circumstances during fiscal 2014, fiscal 2013 or fiscal 2012 indicating that the carrying value of our finite-lived intangible assets are not recoverable. | |
Goodwill | Goodwill |
Goodwill is the excess of the acquisition cost of businesses over the fair value of identifiable net assets acquired in accordance with ASC 350, “Intangibles-Goodwill and Other.” Impairment testing for goodwill is performed at least annually and more frequently if indicators of impairment exist. Impairment testing for goodwill uses a two-step approach, which is performed at the consolidated level, as the Company has a single reporting unit. Step one compares the fair value of the Company (using the market capitalization approach) with its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the entity’s goodwill to its implied fair value (i.e., fair value of the entity less the fair value of the entity’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as impairment. There have been no events or changes in circumstances during fiscal 2014, fiscal 2013 or fiscal 2012 indicating that goodwill may be impaired. | |
Employee Benefit Programs | Employee Benefit Programs |
The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). Beginning in fiscal 2011, the Company elected to make matching contributions to the 401(k) Plan at 50% of employee contributions to a maximum of six percent of an employee’s salary, capped at $2.5 per associate per year. The Company recognized expense related to the 401(k) Plan totaling $717, $449 and $337, respectively, for the years ended December 26, 2014, December 27, 2013 and December 28, 2012. | |
Income Taxes | Income Taxes |
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The Company follows certain provisions of ASC 740, “Income Taxes” (previously reported as Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”) which established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the tax authorities. The Company records uncertain tax positions when it is estimable and probable that such liabilities have been incurred. The Company, when required, will accrue interest and penalties related to income tax matters in income tax expense. | |
Commitments and Contingencies | Commitments and Contingencies |
The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and can be reasonably estimated. | |
Stock-Based Compensation | Stock-Based Compensation |
The Company measures stock-based compensation at the grant date based on the fair value of the award. Restricted stock awards are valued based on the fair value of the stock on the grant date and the related compensation expense is recognized over the service period. Similarly, for time-based restricted stock awards subject to graded vesting, the Company ensures that the compensation expense recognized is at least equal to the vested portion of the award. | |
Self-Insurance Reserves | Self-Insurance Reserves |
Effective October 1, 2011, the Company began maintaining a self-insured group medical program. The program contains stop loss thresholds of $125 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program during the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. | |
Effective August 1, 2012, the Company became self-insured for workers’ compensation and automobile liability to deductibles or self-insured retentions of $350 for workers compensation and $250 for automobile liability per occurrence. The amounts in excess of the Company’s deductibles are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. | |
Fair Value Measurements | Fair Value Measurements |
The carrying values of the Company’s assets and liabilities approximate the fair values except for the fair value of the Company’s fixed rate debt, which is based on prevailing interest rates and market prices for debt of similar terms and maturities. The carrying amount of the Company’s senior secured notes at December 26, 2014 approximates fair value as the interest rate obtained by the Company approximates the prevailing interest rates for similar instruments. As of December 26, 2014, the Company’s only assets or liabilities measured at fair value were the contingent earn-out liabilities for the Allen Brothers, Queensgate and Euro Gourmet acquisitions. These liabilities were estimated using Level 3 inputs and had fair values of $5,696, $0 and $243 at December 26, 2014, respectively. |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 26, 2014 | |||||||||||||
Net income per share: | |||||||||||||
Schedule of earnings per share | The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||
Fiscal Year Ended | |||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Net income | $ | 14,215 | $ | 16,990 | $ | 14,511 | |||||||
Net income per share : | |||||||||||||
Basic | $ | 0.58 | $ | 0.78 | $ | 0.7 | |||||||
Diluted | $ | 0.57 | $ | 0.77 | $ | 0.69 | |||||||
Weighted average common shares outstanding : | |||||||||||||
Basic | 24,638,135 | 21,766,743 | 20,612,407 | ||||||||||
Diluted | 24,844,565 | 21,995,042 | 20,926,365 | ||||||||||
Reconciliation of earnings per share: | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator: | |||||||||||||
Net income | $ | 14,215 | $ | 16,990 | $ | 14,511 | |||||||
Denominator: | |||||||||||||
Weighted average basic common shares outstanding | 24,638,135 | 21,766,743 | 20,612,407 | ||||||||||
Dilutive effect of unvested common shares | 206,430 | 228,299 | 313,958 | ||||||||||
Weighted average diluted common shares outstanding | 24,844,565 | 21,995,042 | 20,926,365 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||
Fair Value Measurements Tables | |||||||||||||||||
Schedule of changes in Level 3 contingent consideration liability | The following table presents the changes in Level 3 contingent consideration liability: | ||||||||||||||||
Euro | Allen | Queensgate | Total | ||||||||||||||
Gourmet | Brothers | ||||||||||||||||
Balance December 28, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Opening liability | — | 6,322 | 2,118 | 8,440 | |||||||||||||
Payments | — | — | — | — | |||||||||||||
Changes in fair value | — | — | (1,158 | ) | (1,158 | ) | |||||||||||
Balance December 27, 2013 | — | 6,322 | 960 | 7,282 | |||||||||||||
Opening liability | 238 | — | — | 238 | |||||||||||||
Payments | — | — | — | — | |||||||||||||
Changes in fair value | 5 | (626 | ) | (960 | ) | (1,581 | ) | ||||||||||
Balance December 26, 2014 | $ | 243 | $ | 5,696 | $ | 0 | 5,939 | ||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||
Schedule of assets and liabilities acquired | The table below details the assets and liabilities acquired as part of the acquisitions of Allen Brothers, which was effective as of December 9, 2013, Qzina, which was effective as of May 1, 2013, Queensgate, which was effective as of December 31, 2012, Michael’s, which was effective as of August 10, 2012, and Praml, which was effective as of April 27, 2012, and the allocation of the purchase price paid in connection with these acquisitions. | ||||||||||||||||||||
Allen Brothers | Qzina | Queensgate | Michael’s | Praml | |||||||||||||||||
Current assets | $ | 15,797 | $ | 22,498 | $ | 4,140 | $ | 16,161 | $ | 3,315 | |||||||||||
Customer relationships | 2,522 | 6,070 | 1,520 | 12,431 | 4,187 | ||||||||||||||||
Trademarks | 4,782 | 4,411 | — | 12,724 | 1,369 | ||||||||||||||||
Goodwill | 10,924 | 5,445 | 15,243 | 12,239 | 12,866 | ||||||||||||||||
Non-compete agreement | — | 2,480 | 2,920 | 477 | 1,254 | ||||||||||||||||
Fixed assets | 4,370 | 906 | 1,909 | 2,871 | — | ||||||||||||||||
Other assets | 33 | ||||||||||||||||||||
Deferred tax assets | — | — | — | 29 | — | ||||||||||||||||
Deferred tax liability | — | (4,302 | ) | (863 | ) | — | (2,676 | ) | |||||||||||||
Capital leases | — | (137 | ) | — | (343 | ) | — | ||||||||||||||
Earn-out liability | (6,322 | ) | — | (2,118 | ) | — | — | ||||||||||||||
Pension exit liability | (2,878 | ) | — | — | — | — | |||||||||||||||
Unfavorable leases | — | (6 | ) | — | — | — | |||||||||||||||
Current liabilities | (7,436 | ) | (5,391 | ) | (817 | ) | (2,744 | ) | (767 | ) | |||||||||||
Cash purchase price | $ | 21,792 | $ | 31,974 | $ | 21,934 | $ | 53,845 | $ | 19,548 |
Equipment_and_Leasehold_Improv1
Equipment and Leasehold Improvements (Tables) | 12 Months Ended | ||||||||||
Dec. 26, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Schedule of Plant, Equipment and Leasehold Improvements | Plant, equipment and leasehold improvements consisted of the following: | ||||||||||
As of | |||||||||||
Useful Lives | 26-Dec-14 | 27-Dec-13 | |||||||||
Land | Indefinite | $ | 1,464 | $ | 1,464 | ||||||
Buildings | 20 years | 3,672 | 3,672 | ||||||||
Machinery and equipment | 5-10 years | 7,220 | 7,111 | ||||||||
Computers, data processing and other equipment | 3-7 years | 6,424 | 6,006 | ||||||||
Leasehold improvements | 7-15 years | 9,057 | 9,091 | ||||||||
Furniture and fixtures | 7 years | 904 | 622 | ||||||||
Vehicles | 5-7 years | 987 | 1,001 | ||||||||
Other | 7 years | 95 | 95 | ||||||||
Construction-in-process | 36,200 | 14,414 | |||||||||
66,023 | 43,476 | ||||||||||
Less: accumulated depreciation and amortization | (18,085 | ) | (15,887 | ) | |||||||
Equipment and leasehold improvements, net | $ | 47,938 | $ | 27,589 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Schedule of Goodwill | The changes in the carrying amount of goodwill are presented as follows: | ||||||||||||||||
Carrying amount as of December 28, 2012 | $ | 45,359 | |||||||||||||||
Goodwill increases | 32,719 | ||||||||||||||||
Foreign currency translation | (52 | ) | |||||||||||||||
Carrying amount as of December 27, 2013 | 78,026 | ||||||||||||||||
Goodwill increases | 564 | ||||||||||||||||
Foreign currency translation | (82 | ) | |||||||||||||||
Carrying amount as of December 26, 2014 | $ | 78,508 | |||||||||||||||
Schedule of other intangible assets | Other intangible assets were consisted of the following at December 26, 2014 and December 27, 2013: | ||||||||||||||||
Weighted-Average | Gross | Accumulated Amortization | Net Amount | ||||||||||||||
Remaining | Carrying Amount | ||||||||||||||||
Amortization Period | |||||||||||||||||
26-Dec-14 | |||||||||||||||||
Customer relationships | 131 months | $ | 32,261 | $ | (6,939 | ) | $ | 25,322 | |||||||||
Non-compete agreements | 38 months | 7,166 | (2,825 | ) | 4,341 | ||||||||||||
Trademarks | 270 months | 23,586 | (2,764 | ) | 20,822 | ||||||||||||
Total | 181 months | $ | 63,013 | $ | (12,528 | ) | $ | 50,485 | |||||||||
27-Dec-13 | |||||||||||||||||
Customer relationships | 132 months | $ | 29,439 | $ | (4,199 | ) | $ | 25,240 | |||||||||
Non-compete agreements | 49 months | 7,131 | (1,412 | ) | 5,719 | ||||||||||||
Other amortizable intangibles | 119 months | 9,274 | (54 | ) | 9,220 | ||||||||||||
Trademarks | 239 months | 18,804 | (1,533 | ) | 17,271 | ||||||||||||
Total | 154 months | $ | 64,648 | $ | (7,198 | ) | $ | 57,450 | |||||||||
Schedule of estimated future amortization expense | As of December 26, 2014, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows: | ||||||||||||||||
2015 | $ | 5,255 | |||||||||||||||
2016 | 5,198 | ||||||||||||||||
2017 | 5,162 | ||||||||||||||||
2018 | 4,023 | ||||||||||||||||
2019 | 3,745 | ||||||||||||||||
Thereafter | 27,102 | ||||||||||||||||
Total | $ | 50,485 |
Debt_Obligations_Tables
Debt Obligations (Tables) | 12 Months Ended | |||||||
Dec. 26, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt Obligations | Debt obligations as of December 26, 2014 and December 27, 2013 consisted of the following: | |||||||
December 26, | December 27, | |||||||
2014 | 2013 | |||||||
Senior secured notes | $ | 100,000 | $ | 100,000 | ||||
Term loan | 27,000 | 33,000 | ||||||
New Markets Tax Credit Loan | 11,000 | 11,000 | ||||||
Capital leases and financed software | 5,536 | 3,714 | ||||||
Total debt obligations | 143,536 | 147,714 | ||||||
Less: current installments | (7,736 | ) | (6,867 | ) | ||||
Total debt obligations excluding current installments | $ | 135,800 | $ | 140,847 |
Leases_Tables
Leases (Tables) | 12 Months Ended | |||||||||||||||
Dec. 26, 2014 | ||||||||||||||||
Leases Tables | ||||||||||||||||
Schedule of Future Minimum Lease Payments | As of December 26, 2014, the Company is obligated under non-cancelable operating lease agreements to make future minimum lease payments as follows: | |||||||||||||||
Related | Third Party | Third Party | Third Party | Total | ||||||||||||
Party Real | Real Estate | Vehicles | Other | |||||||||||||
Estate | ||||||||||||||||
2015 | $ | 489 | $ | 5,559 | $ | 5,612 | $ | 715 | $ | 12,375 | ||||||
2016 | 499 | 5,158 | 5,421 | 442 | 11,520 | |||||||||||
2017 | 509 | 4,909 | 5,049 | 95 | 10,562 | |||||||||||
2018 | 519 | 4,389 | 3,898 | 30 | 8,836 | |||||||||||
2019 | 529 | 3,772 | 3,424 | — | 7,725 | |||||||||||
Thereafter | 2,661 | 31,405 | 2,953 | — | 37,019 | |||||||||||
Total minimum lease payments | $ | 5,206 | $ | 55,192 | $ | 26,357 | $ | 1,282 | $ | 88,037 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 26, 2014 | |||||||||||||
Income Taxes Tables | |||||||||||||
Schedule of provision for income taxes | The provision for income taxes consists of the following for the years ended December 26, 2014, December 27, 2013 and December 28, 2012: | ||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current income tax expense | |||||||||||||
Federal | $ | 7,411 | $ | 8,402 | $ | 8,173 | |||||||
Foreign | 114 | 86 | — | ||||||||||
State | 2,935 | 2,350 | 2,474 | ||||||||||
Total current income tax expense | 10,460 | 10,838 | 10,647 | ||||||||||
Deferred income tax expense (benefit) | |||||||||||||
Federal | 92 | 830 | (69 | ) | |||||||||
Foreign | 30 | — | — | ||||||||||
State | 51 | 140 | (14 | ) | |||||||||
Total deferred income tax expense (benefit) | 173 | 970 | (83 | ) | |||||||||
Total income tax expense | $ | 10,633 | $ | 11,808 | $ | 10,564 | |||||||
Schedule of income tax reconciliation | The reasons for the differences for the years ended December 26, 2014, December 27, 2013 and December 28, 2012 are set forth and quantified in the following table: | ||||||||||||
December 26, | December 27, | December 28, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory U.S. Federal tax | $ | 8,697 | $ | 10,079 | $ | 8,776 | |||||||
Differences due to: | |||||||||||||
Other permanent differences | 266 | 293 | 215 | ||||||||||
State and local taxes, net of federal benefit | 1,499 | 1,705 | 1,525 | ||||||||||
Foreign tax rate differential | 74 | 86 | — | ||||||||||
Change in prior year tax estimate | 227 | (185 | ) | 147 | |||||||||
Other, net | (130 | ) | (170 | ) | (99 | ) | |||||||
$ | 10,633 | $ | 11,808 | $ | 10,564 | ||||||||
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities at December 26, 2014 and December 27, 2013 consist of the following: | ||||||||||||
December 26, | December 27, | ||||||||||||
2014 | 2013 | ||||||||||||
Current deferred tax assets: | |||||||||||||
Receivables and inventory | $ | 3,948 | $ | 3,204 | |||||||||
Paid time off accrual | 45 | 65 | |||||||||||
Self-insurance reserves | 1,332 | 815 | |||||||||||
Cumulative foreign exchange difference | 703 | 220 | |||||||||||
Current deferred tax assets | 6,028 | 4,304 | |||||||||||
Current deferred tax liabilities: | |||||||||||||
Earnout liabilities | (1,145 | ) | — | ||||||||||
Deduction of prepaid expenses | (1,383 | ) | (1,596 | ) | |||||||||
Current deferred tax assets, net | $ | 3,500 | $ | 2,708 | |||||||||
Non-current deferred tax assets and liabilities: | |||||||||||||
Foreign tax credit payable | $ | 202 | $ | — | |||||||||
Federal net loss carryforwards | 113 | 113 | |||||||||||
State net loss carryforwards | 158 | 131 | |||||||||||
Rent accrual | 696 | 739 | |||||||||||
Stock compensation | 382 | 332 | |||||||||||
Deferred acquisition costs | 189 | 82 | |||||||||||
Other | 1 | — | |||||||||||
Net non-current deferred tax assets | 1,741 | 1,397 | |||||||||||
Non-current deferred tax liabilities: | |||||||||||||
Property & equipment | (598 | ) | (537 | ) | |||||||||
Intangible assets | (9,212 | ) | (9,198 | ) | |||||||||
Other | 2 | — | |||||||||||
Non-current deferred tax liabilities | (9,808 | ) | (9,735 | ) | |||||||||
Non-current deferred tax liabilities, net | $ | (8,067 | ) | $ | (8,338 | ) | |||||||
Valuation_Reserves_Tables
Valuation Reserves (Tables) | 12 Months Ended | ||||||||||||
Dec. 26, 2014 | |||||||||||||
Valuation Reserves Tables | |||||||||||||
Schedule fo allowance for doubtful accounts | A summary of the activity in the accounts receivable allowance for doubtful accounts appears below: | ||||||||||||
December | December | December | |||||||||||
26, 2014 | 27, 2013 | 28, 2012 | |||||||||||
Balance at beginning of period | $ | 3,642 | $ | 3,440 | $ | 2,900 | |||||||
Charged to costs and expenses | 1,195 | 924 | 1,434 | ||||||||||
Customer accounts written off, net of recoveries | (162 | ) | (722 | ) | (894 | ) | |||||||
Balance at end of period | $ | 4,675 | $ | 3,642 | $ | 3,440 | |||||||
Schedule of inventory valuation reserve | A summary of activity in the inventory valuation reserve appears below: | ||||||||||||
December | December | December | |||||||||||
26, 2014 | 27, 2013 | 28, 2012 | |||||||||||
Balance at beginning of period | $ | 683 | $ | 650 | $ | 575 | |||||||
Charged to costs and expenses | 3,422 | 3,051 | 1,948 | ||||||||||
Inventory written off | (2,975 | ) | (3,018 | ) | (1,873 | ) | |||||||
Balance at end of period | $ | 1,130 | $ | 683 | $ | 650 |
Quarterly_Results_Tables
Quarterly Results (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 26, 2014 | |||||||||||||||||
Quarterly Results Tables | |||||||||||||||||
Schedule of quarterly results | The quarterly results of the Company for the years ended December 26, 2014 and December 27, 2013 are as follows: | ||||||||||||||||
March 28, | June 27, | Sept. 26, | Dec. 26, | ||||||||||||||
2014 | 2014 | 2014 (1) | 2014 (2) | ||||||||||||||
Net sales | $ | 187,183 | $ | 213,144 | $ | 208,070 | $ | 228,228 | |||||||||
Gross profit | 46,068 | 52,402 | 50,693 | 56,889 | |||||||||||||
Operating profit | 3,751 | 8,557 | 9,033 | 11,669 | |||||||||||||
Income before income taxes | 1,692 | 6,458 | 7,132 | 9,566 | |||||||||||||
Net income | 989 | 3,820 | 4,207 | 5,199 | |||||||||||||
Basic net income per share | 0.04 | 0.16 | 0.17 | 0.21 | |||||||||||||
Diluted net income per share | 0.04 | 0.15 | 0.17 | 0.21 | |||||||||||||
March 29, | June 28, | Sept. 27, | Dec. 27, | ||||||||||||||
2013 (3) | 2013 (4) | 2013 (5) | 2013 (6) | ||||||||||||||
Net sales | $ | 139,419 | $ | 170,157 | $ | 170,581 | $ | 193,388 | |||||||||
Gross profit | 35,154 | 44,042 | 43,957 | 49,211 | |||||||||||||
Operating profit | 5,897 | 11,055 | 9,435 | 10,194 | |||||||||||||
Income before income taxes | 4,530 | 9,148 | 7,107 | 8,013 | |||||||||||||
Net income | 2,647 | 5,345 | 4,160 | 4,838 | |||||||||||||
Basic net income per share | 0.13 | 0.26 | 0.2 | 0.2 | |||||||||||||
Diluted net income per share | 0.13 | 0.25 | 0.2 | 0.19 | |||||||||||||
(1) The Company recorded a recovery of approximately $1,500 related to the settlement with the prior owners of Michael’s of a dispute associated with the inventory issues it previously experienced at Michael’s. This recovery was reflected as a reduction of operating expenses. | |||||||||||||||||
(2) Beginning in the fourth quarter of 2014 the Company began to reflect the results of the Euro Gourmet acquisition. | |||||||||||||||||
(3) Beginning in the first quarter of 2013 the Company began to reflect the results of the Queensgate acquisition. | |||||||||||||||||
(4) Beginning in the second quarter of 2013 the Company began to reflect the results of the Qzina acquisition. The Company also closed on its $100,000 Notes offering in the second quarter of 2013. | |||||||||||||||||
(5) The Company completed its secondary offering of 3,800,000 shares in the third quarter of 2013. | |||||||||||||||||
(6) Beginning in the fourth quarter of 2013 the Company began to reflect the results of the Allen Brothers acquisition. In the fourth quarter of 2013, the Company recorded a $900 adjustment to cost of sales related to the previously disclosed overstatement of inventory at Michael’s. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | 1 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 | Aug. 01, 2013 | Dec. 11, 2013 |
Total purchase incentives | $8,175 | $6,653 | $5,134 | ||
Capitalized software costs, net of accumulated amortization | 5,358 | 2,265 | |||
Unamortized debt issuance costs | 2,751 | 2,803 | |||
Amortization of debt issuance costs | 876 | 647 | 446 | ||
Matching contribution percentage | 50.00% | ||||
Maximum employer contribution percentage of employee's salary | 6.00% | ||||
Employee benefit program expense | 717 | 449 | 337 | ||
Self-insurance stoploss threshold | 125 | ||||
Automobiles [Member] | |||||
Self insured retention amount per claim | 250 | ||||
Workers Compensation [Member] | |||||
Self insured retention amount per claim | 350 | ||||
Allen Brothers, Inc & Subsidiaries [Member] | |||||
Contingent earn-out liabilities, fair value | 6,000 | ||||
Allen Brothers, Inc & Subsidiaries [Member] | Fair Value Inputs Level 3 [Member] | |||||
Contingent earn-out liabilities, fair value | 5,690 | ||||
Queensgate Foodservice [Member] | Fair Value Inputs Level 3 [Member] | |||||
Contingent earn-out liabilities, fair value | 0 | ||||
Euro Gourmet [Member] | Fair Value Inputs Level 3 [Member] | |||||
Contingent earn-out liabilities, fair value | $243 |
Net_Income_per_Share_Details_N
Net Income per Share (Details Narrative) (Unvested Common Shares [Member]) | 12 Months Ended | ||
Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 | |
Unvested Common Shares [Member] | |||
Anti-dilutive shares | 8,903 | 20,944 | 0 |
Net_Income_per_Share_Details
Net Income per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 26, 2014 | Sep. 26, 2014 | Jun. 27, 2014 | Mar. 28, 2014 | Dec. 27, 2013 | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 | ||||||
Net income per share: | |||||||||||||||||
Net income | $5,199 | [1] | $4,207 | [2] | $3,820 | $989 | $4,838 | [3] | $4,160 | [4] | $5,345 | [5] | $2,647 | [6] | $14,215 | $16,990 | $14,511 |
Net income per share: | |||||||||||||||||
Basic | $0.21 | [1] | $0.17 | [2] | $0.16 | $0.04 | $0.20 | [3] | $0.20 | [4] | $0.26 | [5] | $0.13 | [6] | $0.58 | $0.78 | $0.70 |
Diluted | $0.21 | [1] | $0.17 | [2] | $0.15 | $0.04 | $0.19 | [3] | $0.20 | [4] | $0.25 | [5] | $0.13 | [6] | $0.57 | $0.77 | $0.69 |
Weighted average common shares: | |||||||||||||||||
Basic | 24,638,135 | 21,766,743 | 20,612,407 | ||||||||||||||
Diluted | 24,844,565 | 21,995,042 | 20,926,365 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income | $5,199 | [1] | $4,207 | [2] | $3,820 | $989 | $4,838 | [3] | $4,160 | [4] | $5,345 | [5] | $2,647 | [6] | $14,215 | $16,990 | $14,511 |
Denominator: | |||||||||||||||||
Weighted average basic common shares outstanding | 24,638,135 | 21,766,743 | 20,612,407 | ||||||||||||||
Dilutive effect of unvested common shares | 206,430 | 228,299 | 313,958 | ||||||||||||||
Weighted average diluted common shares outstanding | 24,844,565 | 21,995,042 | 20,926,365 | ||||||||||||||
[1] | Beginning in the fourth quarter of 2014 the Company began to reflect the results of the Euro Gourmet acquisition. | ||||||||||||||||
[2] | The Company recorded a recovery of approximately $1,500 related to the settlement with the prior owners of Michael's of a dispute associated with the inventory issues it previously experienced at Michael's. This recovery was reflected as a reduction of operating expenses. | ||||||||||||||||
[3] | Beginning in the fourth quarter of 2013 the Company began to reflect the results of the Allen Brothers acquisition. In the fourth quarter of 2013, the Company recorded a $900 adjustment to cost of sales related to the previously disclosed overstatement of inventory at Michael's. | ||||||||||||||||
[4] | The Company completed its secondary offering of 3,800,000 shares in the third quarter of 2013. | ||||||||||||||||
[5] | Beginning in the second quarter of 2013 the Company began to reflect the results of the Qzina acquisition. The Company also closed on its $100,000 Notes offering in the second quarter of 2013. | ||||||||||||||||
[6] | Beginning in the first quarter of 2013 the Company began to reflect the results of the Queensgate acquisition. |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details Narrative) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 11, 2013 |
Change in fair value of earnouts | ($1,581) | ($1,157) | ||
Queensgate Foodservice [Member] | Fair Value Inputs Level 3 [Member] | ||||
Contingent earn-out liabilities, fair value | 0 | |||
Allen Brothers, Inc & Subsidiaries [Member] | ||||
Contingent earn-out liabilities, fair value | 6,000 | |||
Allen Brothers, Inc & Subsidiaries [Member] | Fair Value Inputs Level 3 [Member] | ||||
Contingent earn-out liabilities, fair value | 5,690 | |||
Euro Gourmet [Member] | Fair Value Inputs Level 3 [Member] | ||||
Contingent earn-out liabilities, fair value | $243 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details) (Fair Value Inputs Level 3 [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $7,282 | |
Opening liability | 238 | 8,440 |
Payments | ||
Changes in fair value | -1,581 | -1,158 |
Balance | 5,939 | 7,282 |
Euro Gourmet [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening liability | 238 | |
Payments | ||
Changes in fair value | 5 | |
Balance | 243 | |
Allen Brothers, Inc & Subsidiaries [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | 6,322 | |
Opening liability | 6,322 | |
Payments | ||
Changes in fair value | -626 | |
Balance | 5,696 | 6,322 |
Queensgate Foodservice [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | 960 | |
Opening liability | 2,118 | |
Payments | ||
Changes in fair value | -960 | -1,158 |
Balance | $0 | $960 |
Acquisitions_Details_Narrative
Acquisitions (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 11, 2013 | Sep. 25, 2013 | 1-May-13 | Dec. 31, 2012 | Aug. 10, 2012 | Dec. 28, 2012 | Apr. 27, 2012 | Dec. 09, 2013 |
Number | Number | |||||||||
Amortization period | 181 months | 154 months | ||||||||
Trademarks [Member] | ||||||||||
Amortization period | 270 months | 239 months | ||||||||
Other amortizable intangibles [Member] | ||||||||||
Amortization period | 119 months | |||||||||
Customer relationships [Member] | ||||||||||
Amortization period | 131 months | 132 months | ||||||||
Allen Brothers, Inc & Subsidiaries [Member] | ||||||||||
Description of acquired entity | Allen Brothers is a leading processor and distributor of premium quality meats to the nation’s finest restaurants, hotels, casinos and country clubs. In addition, Allen Brothers supplies many of those same high quality products to consumers through a direct mail and e-commerce platform. | |||||||||
Total purchase price | $30,670 | $21,792 | ||||||||
Cash paid to acquire businesses | 23,939 | 23,939 | ||||||||
Pension liabilites assumed and contingent earnout consideration to be paid | 6,731 | |||||||||
Pension liabilites assumed | 2,878 | |||||||||
Contingent earn-out liabilities | 6,000 | |||||||||
Transaction costs | 300 | |||||||||
Allen Brothers, Inc & Subsidiaries [Member] | Goodwill [Member] | ||||||||||
Amortization period | 15 years | |||||||||
Allen Brothers, Inc & Subsidiaries [Member] | Customer Lists [Member] | ||||||||||
Amortization period | 20 years | |||||||||
Allen Brothers, Inc & Subsidiaries [Member] | Trademarks [Member] | ||||||||||
Amortization period | 40 years | |||||||||
Qzina Specialty Foods North America Inc [Member] | ||||||||||
Description of acquired entity | Qzina is a leading supplier of gourmet chocolate, dessert and pastry products dedicated to the pastry professional. At the time of its acquisition, Qzina supplied some of the finest restaurants, bakeries, patisseries, chocolatiers, hotels and cruise lines throughout the U.S. and Canada. | |||||||||
Total purchase price | 31,974 | |||||||||
Cash paid to acquire businesses | 31,796 | |||||||||
Percentage of acquired voting interest | 100.00% | |||||||||
Preacquisition settlement amount | 491 | |||||||||
Reduction in goodwill | 400 | |||||||||
Legal Fees | 149 | 91 | ||||||||
Qzina Specialty Foods North America Inc [Member] | Other amortizable intangibles [Member] | ||||||||||
Amortization period | 20 years | |||||||||
Qzina Specialty Foods North America Inc [Member] | Customer relationships [Member] | ||||||||||
Amortization period | 20 years | |||||||||
Qzina Specialty Foods North America Inc [Member] | Covenants [Member] | Minimum [Member] | ||||||||||
Amortization period | 2 years | |||||||||
Qzina Specialty Foods North America Inc [Member] | Covenants [Member] | Maximum [Member] | ||||||||||
Amortization period | 5 years | |||||||||
Queensgate Foodservice [Member] | ||||||||||
Total purchase price | 21,934 | |||||||||
Period of performance milestones | 2 years | |||||||||
Legal Fees | 69 | |||||||||
Additional purchase price | 2,400 | |||||||||
Queensgate Foodservice [Member] | Goodwill [Member] | ||||||||||
Amortization period | 15 years | |||||||||
Queensgate Foodservice [Member] | Customer relationships [Member] | ||||||||||
Amortization period | 7 years | |||||||||
Queensgate Foodservice [Member] | Covenants [Member] | ||||||||||
Amortization period | 5 years | |||||||||
Michael's [Member] | ||||||||||
Description of acquired entity | Michael’s distributes an extensive portfolio of custom cut beef, seafood and other center-of-the-plate products to many of the leading restaurants, country clubs, hotels and casinos in Ohio, Indiana, Illinois, Tennessee, Michigan, Kentucky, West Virginia and western Pennsylvania. | |||||||||
Total purchase price | 53,845 | |||||||||
Cash paid to acquire businesses | 52,973 | |||||||||
Percentage of acquired voting interest | 100.00% | |||||||||
Preacquisition settlement amount | 335 | |||||||||
Legal Fees | 85 | |||||||||
Number of intangible assets acquired | 2 | |||||||||
Michael's [Member] | Goodwill [Member] | ||||||||||
Amortization period | 15 years | |||||||||
Michael's [Member] | Trademarks [Member] | Minimum [Member] | ||||||||||
Amortization period | 20 years | |||||||||
Michael's [Member] | Trademarks [Member] | Maximum [Member] | ||||||||||
Amortization period | 12 years | |||||||||
Michael's [Member] | Customer relationships [Member] | ||||||||||
Amortization period | 10 years | |||||||||
Michael's [Member] | Covenants [Member] | ||||||||||
Amortization period | 5 years | |||||||||
Praml International, Ltd [Member] | ||||||||||
Description of acquired entity | Praml is a leading specialty foodservice company that has serviced the Las Vegas and Reno markets for over 20 years. | |||||||||
Total purchase price | 19,548 | |||||||||
Percentage of acquired voting interest | 100.00% | |||||||||
Legal Fees | $23 | |||||||||
Number of intangible assets acquired | 2 | |||||||||
Praml International, Ltd [Member] | Trademarks [Member] | Minimum [Member] | ||||||||||
Amortization period | 1 year | |||||||||
Praml International, Ltd [Member] | Trademarks [Member] | Maximum [Member] | ||||||||||
Amortization period | 20 years | |||||||||
Praml International, Ltd [Member] | Customer relationships [Member] | ||||||||||
Amortization period | 11 years | |||||||||
Praml International, Ltd [Member] | Covenants [Member] | ||||||||||
Amortization period | 6 years |
Acquisitions_Details
Acquisitions (Details) (USD $) | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 11, 2013 | Dec. 09, 2013 | 1-May-13 | Dec. 31, 2012 | Aug. 10, 2012 | Apr. 27, 2012 |
In Thousands, unless otherwise specified | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $78,508 | $78,026 | $45,359 | ||||||
Allen Brothers, Inc & Subsidiaries [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Current assets | 15,797 | ||||||||
Goodwill | 10,924 | ||||||||
Fixed assets | 4,370 | ||||||||
Other assets | 33 | ||||||||
Deferred tax assets | |||||||||
Deferred tax liability | |||||||||
Capital leases | |||||||||
Earn-out liability | -6,322 | ||||||||
Pension exit liability | -2,878 | ||||||||
Current liabilities | -7,436 | ||||||||
Cash purchase price | 30,670 | 21,792 | |||||||
Allen Brothers, Inc & Subsidiaries [Member] | Trademarks [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 4,782 | ||||||||
Allen Brothers, Inc & Subsidiaries [Member] | Customer relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 2,522 | ||||||||
Qzina Specialty Foods North America Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Current assets | 22,498 | ||||||||
Goodwill | 5,445 | ||||||||
Fixed assets | 906 | ||||||||
Deferred tax assets | |||||||||
Deferred tax liability | -4,302 | ||||||||
Capital leases | -137 | ||||||||
Earn-out liability | |||||||||
Pension exit liability | |||||||||
Unfavorable leases | -6 | ||||||||
Current liabilities | -5,391 | ||||||||
Cash purchase price | 31,974 | ||||||||
Qzina Specialty Foods North America Inc [Member] | Trademarks [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 4,411 | ||||||||
Qzina Specialty Foods North America Inc [Member] | Customer relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 6,070 | ||||||||
Qzina Specialty Foods North America Inc [Member] | Noncompete Agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 2,480 | ||||||||
Queensgate Foodservice [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Current assets | 4,140 | ||||||||
Goodwill | 15,243 | ||||||||
Fixed assets | 1,909 | ||||||||
Deferred tax assets | |||||||||
Deferred tax liability | -863 | ||||||||
Capital leases | |||||||||
Earn-out liability | -2,118 | ||||||||
Pension exit liability | |||||||||
Unfavorable leases | |||||||||
Current liabilities | -817 | ||||||||
Cash purchase price | 21,934 | ||||||||
Queensgate Foodservice [Member] | Customer relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 1,520 | ||||||||
Queensgate Foodservice [Member] | Noncompete Agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 2,920 | ||||||||
Michael's [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Current assets | 16,161 | ||||||||
Goodwill | 12,239 | ||||||||
Fixed assets | 2,871 | ||||||||
Deferred tax assets | 29 | ||||||||
Deferred tax liability | |||||||||
Capital leases | -343 | ||||||||
Earn-out liability | |||||||||
Pension exit liability | |||||||||
Unfavorable leases | |||||||||
Current liabilities | -2,744 | ||||||||
Cash purchase price | 53,845 | ||||||||
Michael's [Member] | Trademarks [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 12,724 | ||||||||
Michael's [Member] | Customer relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 12,431 | ||||||||
Michael's [Member] | Noncompete Agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 477 | ||||||||
Praml International, Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Current assets | 3,315 | ||||||||
Goodwill | 12,866 | ||||||||
Fixed assets | |||||||||
Deferred tax assets | |||||||||
Deferred tax liability | -2,676 | ||||||||
Capital leases | |||||||||
Earn-out liability | |||||||||
Pension exit liability | |||||||||
Current liabilities | -767 | ||||||||
Cash purchase price | 19,548 | ||||||||
Praml International, Ltd [Member] | Trademarks [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 1,369 | ||||||||
Praml International, Ltd [Member] | Customer relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | 4,187 | ||||||||
Praml International, Ltd [Member] | Noncompete Agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles | $1,254 |
Inventory_Details_Narrative
Inventory (Details Narrative) (USD $) | Dec. 26, 2014 | Dec. 27, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage and obsolescence | $1,130 | $683 |
Restricted_Cash_Details_Narrat
Restricted Cash (Details Narrative) (USD $) | Dec. 26, 2014 | Dec. 27, 2013 | Apr. 26, 2012 |
In Thousands, unless otherwise specified | |||
Receivables [Abstract] | |||
Restricted cash generated from construction loan | $5,578 | $11,000 |
Equipment_and_Leasehold_Improv2
Equipment and Leasehold Improvements (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Amount expected to be spent to complete projects | $20,000 | ||
Assets financed by capital lease | 509 | 820 | 679 |
Depreciation | 2,166 | 2,024 | 1,730 |
Accumulated amortization | 18,085 | 15,887 | |
Assets Held Under Capital Leases [Member] | |||
Depreciation | 96 | 211 | 132 |
Computer Software Intangible Asset [Member] | |||
Amortization | 851 | 286 | 221 |
Accumulated amortization | $2,423 | $1,572 |
Equipment_and_Leasehold_Improv3
Equipment and Leasehold Improvements (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 |
Equipment and leasehold improvements, Gross | $66,023 | $43,476 |
Less: accumulated depreciation and amortization | -18,085 | -15,887 |
Equipment and leasehold improvements, net | 47,938 | 27,589 |
Land [Member] | ||
Equipment and leasehold improvements, Gross | 1,464 | 1,464 |
Buildings [Member] | ||
Useful Lives | 20 years | |
Equipment and leasehold improvements, Gross | 3,672 | 3,672 |
Machinery and equipment [Member] | ||
Equipment and leasehold improvements, Gross | 7,220 | 7,111 |
Machinery and equipment [Member] | Minimum [Member] | ||
Useful Lives | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Useful Lives | 10 years | |
Computers, data processing and other equipment [Member] | ||
Equipment and leasehold improvements, Gross | 6,424 | 6,006 |
Computers, data processing and other equipment [Member] | Minimum [Member] | ||
Useful Lives | 3 years | |
Computers, data processing and other equipment [Member] | Maximum [Member] | ||
Useful Lives | 7 years | |
Leasehold improvements [Member] | ||
Equipment and leasehold improvements, Gross | 9,057 | 9,091 |
Leasehold improvements [Member] | Minimum [Member] | ||
Useful Lives | 7 years | |
Leasehold improvements [Member] | Maximum [Member] | ||
Useful Lives | 15 years | |
Furniture and fixtures [Member] | ||
Useful Lives | 7 years | |
Equipment and leasehold improvements, Gross | 904 | 622 |
Vehicles [Member] | ||
Equipment and leasehold improvements, Gross | 987 | 1,001 |
Vehicles [Member] | Minimum [Member] | ||
Useful Lives | 5 years | |
Vehicles [Member] | Maximum [Member] | ||
Useful Lives | 7 years | |
Other [Member] | ||
Useful Lives | 7 years | |
Equipment and leasehold improvements, Gross | 95 | 95 |
Construction-in-process [Member] | ||
Equipment and leasehold improvements, Gross | $36,200 | $14,414 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 |
Goodwill Roll Forward | ||
Beginning Balance | $78,026 | $45,359 |
Goodwill increases | 564 | 32,719 |
Foreign currency translation | -82 | -52 |
Ending Balance | $78,508 | $78,026 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 181 months | 154 months |
Gross Carrying Amount | $63,013 | $64,648 |
Accumulated Amortization | -12,528 | -7,198 |
Net Amount | 50,485 | 57,450 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 131 months | 132 months |
Gross Carrying Amount | 32,261 | 29,439 |
Accumulated Amortization | -6,939 | -4,199 |
Net Amount | 25,322 | 25,240 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 38 months | 49 months |
Gross Carrying Amount | 7,166 | 7,131 |
Accumulated Amortization | -2,825 | -1,412 |
Net Amount | 4,341 | 5,719 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 270 months | 239 months |
Gross Carrying Amount | 23,586 | 18,804 |
Accumulated Amortization | -2,764 | -1,533 |
Net Amount | 20,822 | 17,271 |
Other amortizable intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 119 months | |
Gross Carrying Amount | 9,274 | |
Accumulated Amortization | -54 | |
Net Amount | $9,220 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Details 2) (USD $) | Dec. 26, 2014 |
In Thousands, unless otherwise specified | |
Estimated amortization in fiscal year: | |
2015 | $5,255 |
2016 | 5,198 |
2017 | 5,162 |
2018 | 4,023 |
2019 | 3,745 |
Thereafter | 27,102 |
Total | $50,485 |
Debt_Obligations_Details_Narra
Debt Obligations (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Apr. 17, 2023 | Apr. 17, 2018 | Apr. 17, 2013 | Sep. 28, 2012 | Apr. 25, 2012 | Apr. 26, 2012 |
Debt Instrument [Line Items] | ||||||||
Maturity date | 31-Dec-29 | 31-Dec-29 | ||||||
Senior secured notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum aggregate amount | $100,000 | |||||||
Interest rate | 5.90% | |||||||
Maturity year | 2023 | |||||||
Repayments of debt | 50,000 | 50,000 | ||||||
Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of payment terms | Quarterly principal payments on the Term Loans on June 30, September 30, December 31 and March 31, with the first four quarterly payments equal to $1,000 per quarter and the last sixteen quarterly payments equal to $1,500 per quarter, with the remaining balance due upon maturity | |||||||
Description of collateral | Secured by substantially all the assets of the Borrowers and the Guarantors with the exception of equity interests in and assets of DHP. | |||||||
Description of interest | (i) the alternate base rate (representing the greatest of (1) ChaseBs prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1% and (3) the Adjusted LIBO Rate for one month plus 2.50%) plus in each case the applicable margin of 0.50% for Revolving Credit Loans or Term Loans or (ii), in the case of Eurodollar Borrowings (as defined in the Credit Agreement), the Adjusted LIBO Rate plus the applicable margin of 3.0% for Revolving Credit Loans or Term Loans. | |||||||
Credit Facilities [Member] | Amended and Restated Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date | 25-Apr-17 | |||||||
Description of payment terms | Quarterly principal payments on the Term Loans on June 30, September 30, December 31 and March 31 of each year, with each quarterly payment equal to $1,500, with the remaining balance due upon maturity. | |||||||
Description of interest | (i) the alternate base rate (representing the greatest of (1) ChaseBs prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1.00% and (3) the adjusted LIBO rate for one month plus 2.50%) plus in each case an applicable margin of from 1.75% to 2.25%, based on the CompanyBs leverage ratio, or (ii) in the case of Eurodollar Borrowings (as defined in the Amended and Restated Credit Agreement), the adjusted LIBO rate plus an applicable margin of from 2.75% to 3.25%, based on the CompanyBs leverage ratio. | |||||||
Percentage of fronting fee | 0.25% | |||||||
Description of amendments payment terms | (i) permit one of the Company’s subsidiaries to incur up to $15,000 of permitted indebtedness and associated liens to obtain construction and permit mortgage financing for a new warehouse facility in Las Vegas, Nevada, (ii) increase the basket for additional indebtedness that is not otherwise permitted by the terms of the Amended and Restated Credit Agreement from $5,000 to $10,000, (iii) eliminate the Company’s requirement to achieve a certain minimum Fixed Charge Coverage Ratio (as defined in the Amended and Restated Credit Agreement) as of September 30, 2014 and to amend the Fixed Charge Coverage Ratio definition (A) to account for the significant investments the Company has made, and expects to continue to make, in its business to support its growth and (B) to eliminate the deduction of the unfinanced portion of Capital Expenditures (as defined in the Amended and Restated Credit Agreement) from the calculation of EBITDA utilized to calculate the Fixed Charge Coverage Ratio, (iv) permit a sale-leaseback transaction involving the Company’s Las Vegas distribution facility that is currently under construction, (v) increase the amount of assets that the loan parties may sell in any twelve month period in transactions not otherwise permitted from $1,000 to $5,000, (vi) adjust certain financial covenants and the periods during which the loan parties must comply with such covenants, and (vii) set a maximum permitted amount of Capital Expenditures that may be made or incurred by the loan parties in future fiscal years. The Note Purchase and Guarantee Agreement was similarly amended to modify the Note Purchase and Guarantee Agreement in the same manner as the Amended and Restated Credit Agreement. | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum aggregate amount | 140,000 | 100,000 | ||||||
Maximum increase aggregate amount | 40,000 | |||||||
Maturity date | 25-Apr-17 | |||||||
Maximum debt borrowing capacity | 135,155 | |||||||
Revolving Credit Facility [Member] | Amended and Restated Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum aggregate amount | 140,000 | |||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum increase aggregate amount | 40,000 | |||||||
Revolving Credit Facility [Member] | Maximum [Member] | Amended and Restated Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of unutilized commitments fee | 0.45% | |||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum increase aggregate amount | 10,000 | |||||||
Revolving Credit Facility [Member] | Minimum [Member] | Amended and Restated Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of unutilized commitments fee | 0.35% | |||||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum aggregate amount | 40,000 | |||||||
Maturity date | 25-Apr-17 | |||||||
Term Loan [Member] | Amended and Restated Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum aggregate amount | 36,000 | |||||||
Term Loan [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum increase aggregate amount | 40,000 | |||||||
Term Loan [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum increase aggregate amount | 10,000 | |||||||
New Markets Tax Credit Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date | 26-Apr-17 | |||||||
Description of payment terms | (i) monthly interest payments on the principal balance then outstanding and (ii) the entire unpaid principal balance then due and owing on April 26, 2017. | |||||||
Interest rate | 1.00% | |||||||
Letters of credit [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity issuance | 4,845 |
Debt_Obligations_Details
Debt Obligations (Details) (USD $) | Dec. 26, 2014 | Dec. 27, 2013 | Jun. 28, 2013 |
In Thousands, unless otherwise specified | |||
Total debt obligations | $143,536 | ||
Less: current installments | -7,736 | -6,867 | |
Total debt obligations excluding current installments | 135,800 | 140,847 | |
Senior secured notes [Member] | |||
Total debt obligations | 100,000 | 100,000 | 100,000 |
Term Loan [Member] | |||
Total debt obligations | 27,000 | 33,000 | |
New Markets Tax Credit Loan [Member] | |||
Total debt obligations | 11,000 | 11,000 | |
Capital leases and financed software [Member] | |||
Total debt obligations | $5,536 | $3,714 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 25, 2013 | Sep. 27, 2013 | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 11, 2013 | Aug. 02, 2011 | Nov. 02, 2011 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Numbers of common shares issued (in shares) | 3,800,000 | 3,800,000 | ||||||||
Share price shares sold at | $21 | |||||||||
Shares sold by existing shareholders | 1,375,000 | |||||||||
Shares sold to cover underwriter costs | 675,000 | |||||||||
Proceeds from public offering of common stock | $75,037 | $75,037 | ||||||||
Payments of revolving credit line | 19,100 | 145,800 | 190,640 | 394,714 | ||||||
Share based compensation expense | 1,374 | 1,210 | 1,547 | 2,097 | ||||||
Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized for grant | 1,750,000 | |||||||||
Number of shares available for grant | 1,078,511 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Payments of revolving credit line | 12,500 | |||||||||
Allen Brothers, Inc & Subsidiaries [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Cash paid to acquire businesses | 23,939 | 23,939 | ||||||||
Euro Gourmet [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Cash paid to acquire businesses | 2,063 | |||||||||
Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted | 206,666 | |||||||||
Share price | $18.01 | |||||||||
Share based compensation expense | 54 | 93 | 1,055 | |||||||
Number of shares forfeited | 25,830 | |||||||||
Number of nonvested shares outstanding | 374,567 | |||||||||
Total unrecognized compensation cost | 6,208 | |||||||||
Weighted average remaining term | 14 months | |||||||||
Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted | 229,031 | |||||||||
Number of shares forfeited | 35,441 | 8,582 | ||||||||
Weighted average grant date fair value | $17.63 | |||||||||
Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted | 91,176 | 268,889 | ||||||||
Weighted average grant date fair value | $19.78 | $16.90 | ||||||||
Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | Non-Employee Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted | 5,652 | |||||||||
Share based compensation expense | 38 | |||||||||
Description of vesting arrangements | Vested on the date of the first annual stockholdersB meeting. | |||||||||
Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | Former chief operating officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Accelerated compensation cost | 713 | |||||||||
Number of accelerated shares | 41,334 | |||||||||
Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share price | 14.3 | |||||||||
Performance-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of nonvested shares outstanding | 3,724 | |||||||||
Weighted average remaining term | 13 months | |||||||||
Performance-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted | 34,783 | |||||||||
Performance-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted | 183,700 | |||||||||
Number of shares forfeited | 37,432 | 8,692 | ||||||||
Time-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of nonvested shares outstanding | 2,484 | |||||||||
Weighted average remaining term | 15 months | |||||||||
Time-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 631 | 742 | 454 | |||||||
Time-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted | 85,189 | |||||||||
Share based compensation expense | 355 | 375 | ||||||||
Number of shares forfeited | 20,681 | 2,108 | ||||||||
Time-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Minimum [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Time-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Minimum [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Time-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Maximum [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 5 years | |||||||||
Time-based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Maximum [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Time based restricted share [Member] | Omnibus Equity Incentive Plan [Member] | Employees And Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 334 | |||||||||
Second Vested Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of vested shares | 103,333 | |||||||||
Share based compensation expense | 193 | |||||||||
Description of vesting arrangements | Next four anniversary dates of the grant | |||||||||
First Vested Restricted share awards [Member] | Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of vested shares | 103,333 | |||||||||
Share based compensation expense | $1,861 | |||||||||
Incentive Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized for grant | 1,000,000 |
Leases_Details_Narrative
Leases (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Rent expense for operating leases | $16,381 | $13,529 | $10,172 |
Mortgage loan payoff date | 31-Dec-29 | 31-Dec-29 | |
Guarantee of Dairyland USA [Member] | |||
Potential Obligation | $9,328 |
Leases_Details
Leases (Details) (USD $) | Dec. 26, 2014 |
In Thousands, unless otherwise specified | |
Future minimum lease payments for Fiscal Year: | |
2015 | $12,375 |
2016 | 11,520 |
2017 | 10,562 |
2018 | 8,836 |
2019 | 7,725 |
Thereafter | 37,019 |
Total minimum lease payments | 88,037 |
Real Estate [Member] | Related Party [Member] | |
Future minimum lease payments for Fiscal Year: | |
2015 | 489 |
2016 | 499 |
2017 | 509 |
2018 | 519 |
2019 | 529 |
Thereafter | 2,661 |
Total minimum lease payments | 5,206 |
Real Estate [Member] | Third Party [Member] | |
Future minimum lease payments for Fiscal Year: | |
2015 | 5,559 |
2016 | 5,158 |
2017 | 4,909 |
2018 | 4,389 |
2019 | 3,772 |
Thereafter | 31,405 |
Total minimum lease payments | 55,192 |
Vehicles [Member] | Third Party [Member] | |
Future minimum lease payments for Fiscal Year: | |
2015 | 5,612 |
2016 | 5,421 |
2017 | 5,049 |
2018 | 3,898 |
2019 | 3,424 |
Thereafter | 2,953 |
Total minimum lease payments | 26,357 |
Other [Member] | Third Party [Member] | |
Future minimum lease payments for Fiscal Year: | |
2015 | 715 |
2016 | 442 |
2017 | 95 |
2018 | 30 |
2019 | |
Thereafter | |
Total minimum lease payments | $1,282 |
Income_Taxes_Details_Narative
Income Taxes (Details Narative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | 1-May-13 |
Foreign income from continuing operations before income tax | $1,108 | ||
Net loss carryforwards | 4,428 | ||
Estimated tax assessment | 511 | ||
Estimated final tax assessment | 725 | ||
State [Member] | |||
Net loss carryforwards | 142 | ||
Qzina Specialty Foods North America Inc [Member] | State [Member] | |||
Net loss carryforwards | 1,725 | ||
Qzina Specialty Foods North America Inc [Member] | Federal [Member] | |||
Net loss carryforwards | $323 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Current income tax expense (benefit) | |||
Federal | $7,411 | $8,402 | $8,173 |
Foreign | 114 | 86 | |
State | 2,935 | 2,350 | 2,474 |
Total current income tax expense | 10,460 | 10,838 | 10,647 |
Deferred income tax expense (benefit) | |||
Federal | 92 | 830 | -69 |
Foreign | 30 | ||
State | 51 | 140 | -14 |
Total deferred income tax expense (benefit) | 173 | 970 | -83 |
Total income tax expense | $10,633 | $11,808 | $10,564 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Income Taxes Details 1 | |||
Statutory U.S. Federal tax | $8,697 | $10,079 | $8,776 |
Differences due to: | |||
Other permanent differences | 266 | 293 | 215 |
State and local taxes, net of federal benefit | 1,499 | 1,705 | 1,525 |
Foreign tax rate differential | 74 | 86 | |
Change in prior year tax estimate | 227 | -185 | 147 |
Other, net | -130 | -170 | -99 |
Total income tax expense | $10,633 | $11,808 | $10,564 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 26, 2014 | Dec. 27, 2013 |
In Thousands, unless otherwise specified | ||
Current deferred tax assets: | ||
Receivables and inventory | $3,948 | $3,204 |
Paid time off accrual | 45 | 65 |
Self-insurance reserves | 1,332 | 815 |
Cumulative foreign exchange difference | 703 | 220 |
Current deferred tax assets | 6,028 | 4,304 |
Current deferred tax liabilities: | ||
Earnout liabilities | -1,145 | |
Deduction of prepaid expenses | -1,383 | -1,596 |
Current deferred taxes, net | 3,500 | 2,708 |
Non-current deferred tax assets and liabilities: | ||
Foreign tax credit on Canadian deferred taxes | 202 | |
Federal net loss carryforwards | 113 | 113 |
State net loss carryforwards | 158 | 131 |
Rent accrual | 696 | 739 |
Stock compensation | 382 | 332 |
Deferred acquisition costs | 189 | 82 |
Other | 1 | |
Net non-current deferred tax assets | 1,741 | 1,397 |
Non-current deferred tax liabilities: | ||
Property & equipment | -598 | -537 |
Intangible assets | -9,212 | -9,198 |
Other | 2 | |
Non-current deferred tax liabilities | -9,808 | -9,735 |
Non-current deferred tax (liabilities) assets, net | ($8,067) | ($8,338) |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Employee Benefit Plans Details Narrative | |||
Employers contribution to employees under 401k plan | 50.00% | ||
Maximum employees contribution under 401k plan | 6.00% | ||
Matching contribution under 401k plan | $717 | $449 | $337 |
Related_Parties_Details_Narrat
Related Parties (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Number | |||
Ownership interest in facilities owned by entities controlled by company's stockholders | 100.00% | ||
Number of warehouses leased from related parties | 2 | ||
Expenses related to warehouse facilities | $1,564 | $1,537 | $1,537 |
Mortgage loan payoff date | 31-Dec-29 | 31-Dec-29 | |
Revenue from Related Parties | 144 | 195 | 213 |
Aircraft rental expenses | 280 | ||
Aircraft management expenses | 264 | ||
Non-Employee Directors [Member] | |||
Ownership interest by related parties | 50.00% | ||
Revenue from Related Parties | 3,609 | 3,616 | 3,200 |
John Pappas [Member] | |||
Ownership interest by related parties | 8.33% | ||
Compensation paid | 185 | 175 | 140 |
Christopher Pappas [Member] | |||
Ownership interest by related parties | 8.33% | ||
Compensation paid | $447 | $452 | $302 |
Christopher Pappas [Member] | Interest in Aircraft [Member] | |||
Ownership interest by related parties | 25.00% | ||
Dean Facatselis [Member] | |||
Ownership interest by related parties | 8.33% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 |
Commitments And Contingencies Details Narrative | ||
Individual stop loss thresholds under self-insured group medical program | $125 | |
Self-insurance reserves | 574 | 378 |
Self-insurance reserves for automobile liability program | 928 | 777 |
Self-insurance reserves for workers compensation | $2,911 | $1,559 |
Number of total full-time and part-time employees | 1,281 | |
Number of unions employees | 159 | |
Number of employees under collective bargaining agreement | 121 |
Valuation_Reserves_Details
Valuation Reserves (Details) (Allowance For Doubtful Accounts [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Allowance For Doubtful Accounts [Member] | |||
Balance at beginning of period | $3,642 | $3,440 | $2,900 |
Charged to costs and expenses | 1,195 | 924 | 1,434 |
Customer accounts written off, net of recoveries | -162 | -722 | -894 |
Balance at end of period | $4,675 | $3,642 | $3,440 |
Valuation_Reserves_Details_1
Valuation Reserves (Details 1) (Inventory Valuation Reserve [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 |
Inventory Valuation Reserve [Member] | |||
Balance at beginning of period | $683 | $650 | $575 |
Charged to costs and expenses | 3,422 | 3,051 | 1,948 |
Inventory written off | -2,975 | -3,018 | -1,873 |
Balance at end of period | $1,130 | $683 | $650 |
Quarterly_Results_unaudited_De
Quarterly Results (unaudited) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 25, 2013 | Dec. 26, 2014 | Sep. 26, 2014 | Jun. 27, 2014 | Mar. 28, 2014 | Dec. 27, 2013 | Sep. 27, 2013 | Jun. 28, 2013 | Mar. 29, 2013 | Dec. 26, 2014 | Dec. 27, 2013 | Dec. 28, 2012 | ||||||
Revenues | $228,228 | [1] | $208,070 | [2] | $213,144 | $187,183 | $193,388 | [3] | $170,581 | [4] | $170,157 | [5] | $139,419 | [6] | $836,625 | $673,545 | $480,292 | |
Gross profit | 56,889 | [1] | 50,693 | [2] | 52,402 | 46,068 | 49,211 | [3] | 43,957 | [4] | 44,042 | [5] | 35,154 | [6] | 206,052 | 172,364 | 125,004 | |
Operating profit | 11,669 | [1] | 9,033 | [2] | 8,557 | 3,751 | 10,194 | [3] | 9,435 | [4] | 11,055 | [5] | 5,897 | [6] | 33,010 | 36,581 | 28,767 | |
Income (loss) before income taxes | 9,566 | [1] | 7,132 | [2] | 6,458 | 1,692 | 8,013 | [3] | 7,107 | [4] | 9,148 | [5] | 4,530 | [6] | 24,848 | 28,798 | 25,075 | |
Net income (loss) | 5,199 | [1] | 4,207 | [2] | 3,820 | 989 | 4,838 | [3] | 4,160 | [4] | 5,345 | [5] | 2,647 | [6] | 14,215 | 16,990 | 14,511 | |
Basic net income (loss) per share | $0.21 | [1] | $0.17 | [2] | $0.16 | $0.04 | $0.20 | [3] | $0.20 | [4] | $0.26 | [5] | $0.13 | [6] | $0.58 | $0.78 | $0.70 | |
Diluted net income (loss) per share | $0.21 | [1] | $0.17 | [2] | $0.15 | $0.04 | $0.19 | [3] | $0.20 | [4] | $0.25 | [5] | $0.13 | [6] | $0.57 | $0.77 | $0.69 | |
Numbers of common shares issued (in shares) | 3,800,000 | 3,800,000 | ||||||||||||||||
Debt obligations | 143,536 | 143,536 | ||||||||||||||||
Senior secured notes [Member] | ||||||||||||||||||
Debt obligations | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | |||||||||||||
[1] | Beginning in the fourth quarter of 2014 the Company began to reflect the results of the Euro Gourmet acquisition. | |||||||||||||||||
[2] | The Company recorded a recovery of approximately $1,500 related to the settlement with the prior owners of Michael's of a dispute associated with the inventory issues it previously experienced at Michael's. This recovery was reflected as a reduction of operating expenses. | |||||||||||||||||
[3] | Beginning in the fourth quarter of 2013 the Company began to reflect the results of the Allen Brothers acquisition. In the fourth quarter of 2013, the Company recorded a $900 adjustment to cost of sales related to the previously disclosed overstatement of inventory at Michael's. | |||||||||||||||||
[4] | The Company completed its secondary offering of 3,800,000 shares in the third quarter of 2013. | |||||||||||||||||
[5] | Beginning in the second quarter of 2013 the Company began to reflect the results of the Qzina acquisition. The Company also closed on its $100,000 Notes offering in the second quarter of 2013. | |||||||||||||||||
[6] | Beginning in the first quarter of 2013 the Company began to reflect the results of the Queensgate acquisition. |
Quarterly_Results_Details_Narr
Quarterly Results (Details Narrative) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Dec. 27, 2013 |
Quarterly Results Details Narrative | |
Adjustment to cost of sales for inventory overstatement | $900 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 25, 2013 | Sep. 27, 2013 | Jan. 11, 2015 | Dec. 26, 2014 | Dec. 27, 2013 |
Common stock price per share | $0.01 | $0.01 | |||
Common stock shares issued | 3,800,000 | 3,800,000 | |||
Subsequent Event [Member] | Del Monte Capitol Meat Co [Member] | |||||
Total purchase price | $191,200 | ||||
Cash paid to acquire businesses | 127,500 | ||||
Additional purchase price | 25,500 | ||||
Common stock price per share | $22 | ||||
Common stock shares issued | 1,200 | ||||
Convertible subordinated notes | 38,300 | ||||
Conversion price of convertible subordinated notes | $29.70 | ||||
Convertible subordinated notes with bearing interest | 2.50% | ||||
Description of LIBO rate | Upon effectiveness of the January 2015 amendment described above, borrowings under the Amended and Restated Credit Agreement will bear interest at the Company’s option of either (i) the alternate base rate (representing the greatest of (1) Chase’s prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1.00% and (3) the adjusted LIBO rate for one month plus 2.50%) plus in each case an applicable margin of from 1.75% to 2.50%, based on the Total Leverage Ratio (as defined in the Amended and Restated Credit Agreement), or (ii) in the case of Eurodollar Borrowings (as defined in the Amended and Restated Credit Agreement), the adjusted LIBO rate plus an applicable margin of from 2.75% to 3.50%, based on the Total Leverage Ratio. | ||||
Subsequent Event [Member] | Del Monte Capitol Meat Co [Member] | Maximum [Member] | |||||
Borrowings under the Restated Credit Agreement | 10,000 | ||||
Total Leverage Ratio | 2.75% | ||||
Leverage ratio in case of Eurodollar Borrowings | 1.75% | ||||
Subsequent Event [Member] | Del Monte Capitol Meat Co [Member] | Minimum [Member] | |||||
Borrowings under the Restated Credit Agreement | $60,000 | ||||
Total Leverage Ratio | 3.50% | ||||
Leverage ratio in case of Eurodollar Borrowings | 2.50% |